ex10_5.htm


    
      

    

    Exhibit 10.5

     

    The
Partnership has redacted certain confidential information in this agreement in
reliance upon its confidential treatment request that it has filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934. In this agreement, we indicate each redaction by use of an
asterisk *.

    


    


    GAS
PURCHASE AND PROCESSING AGREEMENT

    


    BETWEEN

    


    NATURAL
GAS ASSOCIATES, A COLORADO PARTNERSHIP

    


    AND

    


    SHF
PARTNERSHIP, A COLORADO GENERAL PARTNERSHIP

    


    TRAILBLAZER
OIL AND GAS, INC., A UTAH CORPORATION

    


    ALFA
RESOURCES, INC., A COLORADO CORPORATION

    


    PULSAR
OIL AND GAS, INC., A UTAH CORPORATION

    


    OVERTHRUST
OIL ROYALTY CORPORATION, A COLORADO CORPORATION

    


    CORVETTE
PETROLEUM, LTD., A BRITISH COLUMBIA CORPORATION

    


    ROBERT
LANARI, A INDIVIDUAL

    


    TOBY
A. MARTINEZ, A INDIVIDUAL

    


    


    TRAILBLAZER
OIL & GAS GPA.007.E

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    INDEX

     

    


    
      	
              I.

            	
              DEFINITIONS

            	
              Page  
      2

            
	 	 	 
	
              II.

            	
              PRELIMINARY
      ACTS OF PARTIES

            	
              Page 
       4

            
	 	 	 
	
              III.

            	
              DEDICATION
      OF ACREAGE

            	
              Page 
       4

            
	 	 	 
      
	
              IV.

            	
              DEDICATION
      OF PLANT CAPACITY AND PIPELINE GATHERING SYSTEM

            	
              Page
        5

            
	 	 	 
	
              V.

            	
              RESERVATIONS
      OF SELLER

            	
              Page  
      5

            
	 	 	 
	
              VI.

            	
              QUANTITY

            	
              Page  
      6

            
	 	 	 
	
              VII.

            	
              POINT(S)
      OF DELIVERY, PRESSURE AND OWNERSHIP

            	
              Page  
      7

            
	 	 	 
	
              VIII.

            	
              GAS
      MEASUREMENT AND QUALITY

            	
              Page 
       8

            
	 	 	 
	
              IX.

            	
              ALLOCATION
      OF RESIDUE GAS AND PLANT PRODUCTS

            	
              Page
      10

            
	 	 	 
	
              X.

            	
              PRICE

            	
              Page
      11

            
	 	 	 
	
              XI.

            	
              PAYMENT

            	
              Page
      13

            
	 	 	 
	
              XII.

            	
              REGULATORY
      BODIES

            	
              Page
      14

            
	 	 	 
	
              XIII.

            	
              FORCE
      MAJEURE

            	
              Page
      14

            
	 	 	 
	
              XIV.

            	
              WARRANTY
      OF TITLE TO GAS

            	
              Page
      15

            
	 	 	 
	
              XV.

            	
              SELLER'S
      REPRESENTATIVE

            	
              Page
      16

            
	 	 	 
	
              XVI.

            	
              NOTICES

            	
              Page
      16

            
	 	 	 
	
              XVII.

            	
              EASEMENTS

            	
              Page
      17

            
	 	 	 
	
              XVIII.

            	
              TERM

            	
              Page
      17

            
	 	 	 
	
              XIX.

            	
              DEFAULTS

            	
              Page
      18

            
	 	 	 
	
              XX.

            	
              UNECONOMIC
      WELL CONNECTIONS AND UNECONOMIC OPERATIONS OF PLANT

            	
              Page
      19

            
	 	 	 
	
              XXI.

            	
              OPTIONS

            	
              Page
      20

            
	 	 	 
	
              XXII.

            	
              SHRINKAGE

            	
              Page
      22

            
	 	 	 
	
              XXIII.

            	
              SPECIAL
      PROVISIONS

            	
              Page
      22

            
	 	 	 
	
              XXIV.

            	
              MISCELLANEOUS

            	
              Page
      22

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EATON

    


    


    GAS PURCHASE AND PROCESSING
AGREEMENT

    


    


    THIS
AGREEMENT, entered into this 21st
day of
September, by and
among Natural Gas Associates, a Colorado partnership, with offices at 1200
Trinity Place, Denver, Colorado 80202, hereinafter referred to as
"Buyer/Processor", and SHF Partnership, a Colorado general partnership, with
offices at 1117 8th Avenue, Greeley, Colorado 80631; Trailblazer Oil and Gas,
Inc., a Utah corporation, with offices at 789 Sherman Street, Suite 600, Denver,
Colorado 80203; Alfa Resources, Inc., a Colorado corporation, with offices at
1325 South Colorado Boulevard, Suite 507, Denver, Colorado 802221 Pulsar Oil and
Gas, Inc., a Utah corporation, with offices at 789 Sherman Street, Denver,
Colorado 80203; Overthrust Oil Royalty Corporation, a Colorado corporation, with
offices at 333 Logan Street, 2nd Floor, Denver, Colorado 80203; and Corvette
Petroleum, Ltd., a British Columbia corporation, with offices at  1055
Dunsmuir,  Suite  1984,   Vancouver,   British  Columbia,  Canada
V7X1L3; Robert Lanari, Box 1468, Greeley, Colorado 80631; Toby A. Martinez, 1925
First Ave., Greeley, Colorado 80631; hereinafter collectively referred to as
"Seller".

    


    WITNESSETH THAT:

     

    WHEREAS,
Buyer/Processor has constructed or proposes to construct or cause to be
constructed and to operate and maintain a natural gas gathering system,
compression facilities and natural gas processing facilities, all such
facilities in the aggregate hereinafter referred to as the "Facilities", said
Facilities to be located in Weld County, Colorado, to enable Buyer/Processor to
purchase and accept delivery of Seller's natural gas (including natural gasoline
and other liquefiable hydrocarbons) hereinafter referred to as "Gas", produced
and saved from the leases committed and dedicated hereunder at the Point(s) of
Delivery defined herein; and,

    


    WHEREAS,
Seller owns and holds, or has an interest or interests in certain oil and gas
leases (the "Leases") located in Weld County, Colorado, which Leases are
described and listed in Exhibit "A" attached hereto and incorporated herein by
reference; and,

    


    WHEREAS,
Seller desires to sell to Buyer/Processor all of the Gas owned or controlled by
Seller produced and saved from the Leases dedicated hereunder, as well as to
contract with Buyer/Processor to process all of said volumes of Gas upon the
terms and for the consideration expressed

    herein;
and,

    


    WHEREAS,
Buyer/Processor desires to purchase and gather all of the Gas owned or
controlled by Seller saved and produced from the Leases and process such Gas
utilizing the gas processing plant (the "Plant") to be constructed and operated
by Buyer/Processor for the consideration herein expressed; and,

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    WHEREAS,
Buyer/Processor has entered into certain third-party Residue Gas Sales and
Purchase Agreement(s), which Agreement(s) (is) (are) currently in full force and
effect, and pursuant to which Buyer/Processor shall sell all of the Residue Gas
resulting from Seller's Gas production dedicated and purchased
hereunder.

     

    NOW
THEREFORE, in consideration of the premises, mutual covenants and other good and
valuable consideration expressed herein, the parties hereto agree as
follows:


     

    ARTICLE
I

    DEFINITIONS

     

    For the
purpose of this Agreement, unless the context of the instrument requires
otherwise, the following terms and expressions used herein shall be defined as
follows:

     

    
      	
              1.

            	
              "Accounting
      Period", except the initial "Accounting Period", shall mean a period of
      one calendar month, commencing at 8:00 a.m. local time on the first day of
      each month, and ending at 8:00 a.m. local time on the first day of the
      succeeding calendar month. The initial "Accounting Period" shall commence
      at 8:00 a.m. local time on the date of initial deliveries of Gas
      hereunder, continuing for a period of consecutive calendar days until 8:00
      a.m. local time on the first day of the succeeding calendar
      month.

            


    

     

    
      	
              2.

            	
              "BTU"
      shall mean British Thermal Unit.

            


    

     

    
      	
              3.

            	
              "Commence
      Operations", whether in reference to Seller's original well(s), or to
      Seller's additional tie-in well(s), shall include, but not be limited to,
      any of the following acts undertaken by Seller and Buyer/Processor:
      Negotiations for the purchase of rights-of-way or easements, surveying or
      staking the course of pipeline(s), ditching and excavation, and such other
      acts not listed above which demonstrate Buyer/Processor's bona fide effort
      to tie-in Seller's well(s).

            


    

     

    
      	
              4.

            	
              "Cubic
      Foot of Gas" shall mean the amount of Gas required to fill a cubic foot of
      space when the Gas is at a base pressure of 14.65 pounds Psia and at a
      base temperature of 60°F.

            


    

     

    
      	
              5.

            	
              "Day"
      shall mean the 24-hour period commencing at 8:00 a.m. Local Time on one
      calendar day and ending at 8:00 a.m. Local Time on the following calendar
      date.

            


    

     

    
      	
              6.

            	
              "Point(s)
      of Delivery" shall mean the point(s) at which Seller delivers Gas to
      Buyer/Processor at the well-site or other mutually agreeable points on the
      Buyer/Processor's Gathering System.

            


    

    


    
      
        
           


        

        
          - 2 -

          
            

          

        

        
           


        

      

    

    


    
      	
              7.

            	
              "Gas"
      shall mean the effluent vapor stream including all of the constituents
      thereof, entrained liquids as produced from each lease or well, whether a
      gas well or an oil well dedicated hereunder and delivered by Seller to
      Buyer/Processor at the Point(s) of Delivery specified
    herein.

            


    

     

    
      	
              8.

            	
              "Mcf"
      shall mean one thousand (1,000) cubic
feet.

            


    

     

    
      	
              9.

            	
              "Month"
      shall mean the period beginning at 8:00 a.m. local time on the first day
      of a calendar month and ending at 8:00 a.m. local time on the first day of
      the next succeeding calendar month.

            


    

     

    
      	
              10.

            	
              "Psia"
      shall mean pounds per square inch
absolute.

            


    

     

    
      	
              11.

            	
              "Psig"
      shall mean pounds per square inch
gauge.

            


    

     

    
      	
              12.

            	
              "Seller's
      Gas Reserves" shall mean the total quantity of Gas attributable to
      Seller's present or future interest in, and/or which Seller has the right
      to market from the Leases described in Exhibit "A" attached hereto, as it
      now exists or is hereafter amended.

            


    

     

    
      	
              13.

            	
              "Plant
      Products" shall mean all liquefiable hydrocarbons extracted and saved at
      the Plant from Gas delivered by Seller to Buyer/Processor. These
      liquefiables shall include, but not be limited to, ethane, propane,
      butane, and natural gasoline, individually or as a mixture, as determined
      by the latest GPA Publication 2145.

            


    

     

    
      	
              14.

            	
              "Plant"
      shall mean Buyer/Processor's gas processing plant located in the SE/4 of
      Sec. 34, T7N, R66W of the 6th PM, Weld County, Colorado, more particularly
      described in Exhibit "B" attached
hereto.

            


    

     

    
      	
              15.

            	
              "Residue
      Gas" shall mean that portion of the Gas remaining after the extraction
      therefrom of Plant Products, Plant fuel requirements, and Plant losses or
      uses.

            


    

     

    
      	
              16.

            	
              "Buyer/Processor's
      Gathering System" shall mean the pipelines (including field compression)
      and appurtenances constructed by Buyer/Processor for the purpose of
      accepting delivery and transmitting Seller's Gas from the Point(s) of
      Delivery to Buyer/Processor's
Plant.

            


    

     

    
      	
              17.

            	
              "Shrinkage"
      shall mean that reduction in total volumes of the Gas which results from
      the extraction of Plant Products, but exclusive of fuel
    gas.

            


    

    


    
      
        
           


        

        
          - 3 -

          
            

          

        

        
           


        

      

    

    


    
      	
              18.

            	
              "System"
      shall mean in the aggregate that portion of Buyer/Processor's Gathering
      System constructed by Buyer/Processor for the benefit of Seller to connect
      Seller's wells to Buyer/Processor's Gathering System, together with that
      portion of the Plant capacity dedicated to Seller, as the same may be
      extended and/or expanded from time to
time.

            


    

     

    ARTICLE
II

    PRELIMINARY ACTS OF
PARTIES

     

    Seller
represents and warrants to Buyer/Processor, its successors and assigns, that
Seller owns an interest in, or has the right to market Seller's portion
of the Gas underlying the Leases described in Exhibit "A" attached hereto and
that Seller intends to construct, or cause to be constructed, the facilities
necessary, if any, to enable Seller to sell and deliver to Buyer/Processor at
the Point(s) of Delivery, as hereinafter set forth, all Gas attributable to such
interest, all in accordance with the provisions of this Agreement.

     

    ARTICLE
III

    DEDICATION OF
ACREAGE

     

    
      	
              1.

            	
              Subject
      to the terms and conditions contained herein, Seller hereby commits and
      dedicates to the performance of this Agreement all of Seller's Gas
      Reserves from the Leases described 1n Exhibit "A" (as it now exists or as
      amended hereafter), and to insure the faithful performance of the
      provisions of this Agreement, covenants to sell and deliver to
      Buyer/Processor at the Point(s) of Delivery all of Seller's Gas Reserves
      without other disposition except as herein otherwise
    provided.

            


    

     

    
      	
              2.

            	
              Seller
      shall operate the Leases dedicated hereunder free of any control by
      Buyer/Processor and shall not be required to produce any well or wells in
      any manner which in its sole judgment and discretion would not constitute
      good operating practice, including without limitation the right to make
      farmouts of any dedicated lease, subject to this Agreement, nor shall
      Seller be obligated to drill additional wells or to deepen, repair or
      rework any existing wells, to abandon any well and surrender any lease
      dedicated hereunder when Seller deems the same no longer capable of
      producing Gas in commercial quantities under normal methods of operation
      when in its sole judgment it would not be prudent or profitable to do
      so.

            


    

    


    
      
        
           


        

        
          - 4 -

          
            

          

        

        
           


        

      

    

    


    ARTICLE
IV

    DEDICATION OF PLANT CAPACITY
AND PIPELINE GATHERING SYSTEM

    


    
      	
              1.

            	
              In
      consideration of the sale of Gas by Seller to Buyer/Processor hereunder
      and based upon Buyer/Processor's Plant capacity of fifteen thousand
      (15,000) MCF per day, Buyer/Processor agrees to dedicate to
      Seller five thousand two hundred and fifty (5,250) MCF per day
      of such Plant capacity

            


    

    


    
      	
              2.

            	
              In
      addition, Buyer/Processor agrees to construct and install, or have
      constructed and installed, for the benefit of Seller four (4)
      miles of pipeline gathering system, specifically to connect the
      initial wells of Seller drilled and produced on Seller's acreage dedicated
      hereunder.

            


    

    


    
      	
              3.

            	
              The
      cost of construction of the System, as the same may be expanded and/or
      extended from time to time, plus interest on said capital investment at a
      rate per annum equivalent to the rate paid by Buyer/Processor on any
      borrowed funds which comprise all or a portion of said capital investment,
      incurred by Buyer/Processor shall be utilized in determining payout, as
      defined herein, for the appropriate calculation and distribution of
      revenues to Seller as provided
hereunder.

            


    

    


    ARTICLE
V

    RESERVATIONS OF
SELLER

    


    
      	
              1.

            	
              Seller,
      as a reasonable and prudent operator, hereby expressly reserves the
      following rights with respect to Seller's Gas Reserves and the Leases
      subject hereto:

            


    

    


    
      	
            	
              A.

            	
              The
      right to use the Gas produced from the Leases prior to delivery to
      Buyer/Processor for the following
purposes:

            


    

    


    
      	
               
      

            	
              1)

            	
              For
      fuel in the development and operation of the well from which the Gas was
      produced.

            


    

    
      	
               
      

            	
              2)

            	
              For
      delivery to the lessors of the Leases of the Gas if such lessors are
      entitled to use or take such Gas in kind under the terms of the
      Leases;

            


    

    
      	
               
      

            	
              3)

            	
              For
      fuel in the operation of the facilities which Seller may install in order
      to deliver Gas hereunder in accordance with the terms
    thereof.

            


    

    


    
      	
            	
              B.

            	
              The
      right to pool or unitize the Leases (or any portion thereof) with other
      lands or Leases so long as such action does not reduce Seller's Gas
      Reserves.   In the event of any such pooling or
      unitization, the Agreement will cover Seller's interest in the pool or
      unit and the Gas attributable thereto to the extent that such interest is
      derived from Seller's Gas Reserves.

            


    

    


    
      
        
           


        

        
          - 5 -

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              Seller
      shall provide to Buyer/Processor all necessary information whereby
      Buyer/Processor can make the proper allocation herein called for or
      required by Buyer/Processor's normal and customary accounting practices or
      required by Buyer/Processor's
      normal and customary contract administration practices, when different
      vintages of Gas are being delivered through a single Point of
      Delivery.

            


    

    


    ARTICLE
VI

    QUANTITY

    


    
      
        	
                1.

              	
                Commencing
      on the date Buyer/Processor first takes delivery of Gas hereunder and
      continuing thereafter for the term hereof, Buyer/Processor agrees to
      receive and purchase and Seller agrees to deliver and sell to
      Buyer/Processor from Seller's Gas Reserves, subject to the limitations and
      conditions herein elsewhere provided, during each Accounting Period, all
      of the Gas available from Seller's Gas
Reserves.

              


      

    

    


    
      
        	
                2.

              	
                Buyer/Processor
      shall receive and purchase Seller's Gas subject to the following
      limitations:

              


      

    

     

    
      
        	
              	
                A. 

              	
                Buyer/Processor
      shall be required to receive and purchase Seller's Gas up to five
      thousand two hundred and fifty (5,250) MCF per
  day.

              


      

    

    


    
      	
               
      

            	
              B.

            	
              Buyer/Processor
      shall receive and purchase Seller's Gas over
      and  above  the dedicated capacity on a capacity
      available basis.

            


    

    


    
      	
               
      

            	
              C.

            	
              All
      other quantity limitations shall be in accordance with the terms and
      provisions of the Residue Gas Sales and Purchase Agreement(s) entered into
      by and between Buyer/Processor and Western Slope Gas Company dated
      February 17, 1983, including any payments required to be made to
      Buyer/Processor thereunder in the event the purchaser fails to take the
      required minimum volumes of Gas, which payments shall be passed through
      and distributed proportionately to Seller by Buyer/Processor in accordance
      with the pricing provisions contained in Article X
  hereof.

            


    

    


    
      
        
           


        

        
          - 6 -

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              D.

            	
              During
      periods that Buyer/Processor is unable to receive the total volumes of Gas
      delivered to Buyer/Processor from all of Seller's wells and Leases
      dedicated hereunder, Buyer/Processor shall receive and purchase only that
      portion of such Gas from the wells and Leases of Seller covered hereby
      which is ratable on a volumetric basis with the total volumes historically
      delivered to Buyer/Processor from all of Seller's wells and Leases
      dedicated hereunder. Buyer/Processor shall reduce or eliminate Gas
      deliveries from those wells and Leases of Seller from which Gas is being
      received on a capacity available basis prior to ratably reducing
      deliveries from Seller's producing wells whose volumes were originally
      covered by the Plant capacity dedicated to Seller
    hereunder.

            


    

    


    
      	
               
      

            	
              E.

            	
              Seller
      acknowledges and understands that Buyer/Processor will receive and
      purchase the Gas gathered from Seller's wells and Leases dedicated
      hereunder utilizing the Facilities which also receive, transmit and
      process Gas purchased by Buyer/Processor from other wells and leases
      dedicated to Buyer/Processor by other
Sellers.

            


    

    


    
      	
               
      

            	
              F.

            	
              Seller
      acknowledges and understands that Buyer/Processor reserves the right to
      receive and purchase such third-party Gas over and above the dedicated
      capacity of the Plant on a capacity available basis. Plant capacity
      priority shall be given to Seller's Gas up to the limit defined in Article
      IV.1 and Article VI 2.A.

            


    

    


    ARTICLE
VII

    POINT(S) OF DELIVERY, PRESSURE AND
OWNERSHIP

    


    
      	
              1.

            	
              The
      Point(s) of Delivery of
      all Gas delivered hereunder shall be at the inlet of
      Buyer/Processor's metering facilities located at Seller's lease separation
      facilities or at such other Po1nt(s) of Delivery as may be mutally agreed
      upon in writing by the parties hereto from time to time, and title to said
      Gas (including such hydrocarbons from the Gas that have not been or cannot
      be recovered through the use of conventional mechanical wellhead gas-oil
      separators) shall pass from Seller to Buyer/Processor at said Point(s) of
      Delivery.

            


    

    


    
      	
              2.

            	
              Seller,
      at its own expense, shall equip. maintain and operate all lease facilities
      to deliver Seller's Gas to Buyer/Processor at the Point(s) of Delivery,
      including, but not limited to, installation and maintenance of separation
      equipment.

            


    

    


    
      
        
           


        

        
          - 7 -

          
            

          

        

        
           


        

      

    

    


    
      	
              3.

            	
              Buyer/Processor
      shall construct, maintain, own and operate all necessary facilities to
      accept Seller's Gas from Seller at the Point(s) of
    Delivery.

            


    

    


    
      	
              4.

            	
              Seller
      will deliver Gas at the required pressure at the Point(s) of Delivery
      sufficient to enter Buyer/Processor’s Gathering System at a maximum
      working pressure of Two Hundred (200) pounds
      Psig.  However, in the event Seller determines that such
      working pressure
      excessively limits the production of Seller's wells. Seller shall provide
      written notice thereof to Buyer/Processor. Upon receipt of such notice.
      Buyer/Processor, as soon a practicable, shall present to Seller a written
      proposal pursuant to which Buyer/Processor shall construct, own and
      operate such field compression facilities as may be necessary to reduce
      such pressure to a mutually accept- able level and shall disclose the
      charges to be assessed Seller therefore together with a schedule of
      payment. Once such proposal has been accepted by Seller in writing,
      Buyer/Processor shall utilize its best efforts to construct or cause to be
      constructed and placed in operation the required field compression
      facilities within ninety (90) days of receipt of such written
      acceptance.

            


    

     

    
      	
              5.

            	
              As
      between the parties hereto, Seller shall be in possession and control of
      the Gas deliverable hereunder and responsible for any injury or damage
      caused thereby until the same shall have been delivered to
      Buyer/Processor, after which delivery Buyer/Processor shall be deemed to
      be in exclusive possession and control thereof and responsible for any
      injury or damage caused thereby.

            


    

    


    ARTICLE
VIII

    GAS MEASUREMENT AND
QUALITY

    


    
      	
              1.

            	
              Buyer/Processor
      shall furnish and install a suitable orifice meter at the Point(s) of
      Delivery of the Gas produced and saved from the Leases described herein.
      Each meter installed by Buyer/Processor shall be a meter acceptable in the
      industry and each meter shall be installed and operated in accordance with
      the physical requirements of American Gas Association Gas Measurement
      Committee Report No. 3, dated April, 1955, of the Natural Gas Department
      of the American Gas Association, as amended from time to time, or by any
      other method commonly used in the industry and mutually acceptable to the
      parties. Any meter installed hereunder shall be open to inspection by
      Seller at all reasonable times. The charts and records pertaining to
      measurement hereunder shall be kept on file by Buyer/Processor for a
      period of two (2) years for the mutual use of the parties. In the event"
      any question arises as to the accuracy of the measurement, the meter or
      meters shall be tested upon the demand of either party. The expense of any
      such special test shall be borne by the party demanding same if the meter
      registration is found to be correct, and by Buyer/Processor if found to be
      incorrect.

            


    

    


    
      
        
           


        

        
          - 8 -

          
            

          

        

        
           


        

      

    

     

    At least
semi-annually Buyer/Processor shall calibrate all meters installed hereunder and
make adjustments as necessary. Should Seller so desire, Buyer/Processor shall
give notice to Seller of the time of such calibrations sufficiently in advance
of holding same in order that Seller may have its representative present. With
respect to any test made hereunder, a registration within two percent (2%) of
correct shall be considered correct. However, the meter or meters, when found to
be incorrect, shall be adjusted to one hundred percent (10030 accuracy as soon
as possible. Settlement for any period during which the meter registration
deviates by more than two percent (2%) of correct shall be corrected at the rate
of inaccuracy for any period of inaccuracy which is definitely known or agreed
upon; but in case the period is not definitely known or agreed upon, then either
for a period of fifteen (15) days prior to the date of said test, or for a
period calculated from the beginning of the Accounting Period in which the test
was conducted, whichever is longer. The rate of the inaccuracy shall be
estimated and agreed upon by the parties hereto on the basis of the best
available data, using the first of the following methods which is
feasible:

     

    
      	
               
      

            	
              A.

            	
              By
      calibration, test, or mathematical
calculation.

            


    

     

    
      	
               
      

            	
              B.

            	
              By
      estimation based on comparison of the quantity of deliveries with
      deliveries during preceding periods under similar conditions when the
      meter was registering accurately.

            


    

     

    All
fundamental constants, observations, records and procedures involved in the
determination and/or verification of the quantity and other characteristics of
Gas measured hereunder, unless otherwise specified herein, shall be 1n
accordance with the standards prescribed in American Gas Association Gas
Measurement Committee Report No. 3, dated April, 1955, of the Natural Gas
Department of the American Gas Association, as amended from time to time, or by
any other method commonly used in the industry and mutually acceptable to the
parties. The average atmospheric pressure shall be assumed to be 12.3 pounds
Psia. The temperature of Gas flowing through each meter shall be determined by a
recording thermometer, installed by Buyer/Processor at its sole cost and expense
to properly record the temperature of the flowing Gas and the arithmetical
average of the temperature recorded while the Gas is flowing during each meter
chart interval shall be used in correcting volumes delivered hereunder to a
temperature base of sixty degrees Fahrenheit (60°F) and to a pressure base of
14.65 pounds Psia.

    


    
      
        
           


        

        
          - 9 -

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              Seller
      agrees that all Gas delivered to Buyer/Processor hereunder
      shall:

            


    

    


    
      	
            	
              A.

            	
              Contain
      not more than one grain of hydrogen sulfide per one hundred (100) cubic
      feet of Gas, or more than five (5) grains of total sulfur per one hundred
      (100) cubic feet of Gas;

            


    

    


    
      	
               
      

            	
              B.

            	
              Not
      have a maximum temperature greater than one hundred twenty degrees
      Fahrenheit (120°F), or a minimum temperature less than forty degrees
      Fahrenheit (40°F); and

            


    

    


    
      	
               
      

            	
              C.

            	
              Be
      commercially free of all objectionable dust or other solid or liquid or
      gaseous matters which might interfere with its merchantability or cause
      injury to or interference with proper operations of Buyer/Processor's
      Facilities through which the Gas flows;
and

            


    

    


    
      	
               
      

            	
              D.

            	
              Shall
      not deviate significantly from the Gas Analysis set forth in Exhibit C
      attached hereto and incorporated herein by
  reference.

            


    

    


    Buyer/Processor
may test the Gas for adherence to the specifications above set forth, such
testing to be in accordance with generally accepted industry standards and
procedures. If the Gas so delivered by Seller does not meet the specifications
set forth in Exhibit C above referenced, Buyer/Processor, at its option, may
refuse to accept delivery of said Gas into its Facilities.

    


    ARTICLE IX

    ALLOCATION OF RESIDUE GAS
AND PLANT
PRODUCTS

    


    
      	
              1.

            	
              For
      purposes of determining Plant Product Revenues attributable to Seller's
      Gas, Buyer/Processor shall multiply the volume in MCF's of Gas
      attributable to each of Seller's wells by the GPM (Gallons Per MCF) of
      each Plant Product contained in the well stream. Said GPM shall be
      determined by chromatograph analysis taken on spot Gas samples from each
      of Seller's wells and adjusted on an annual basis. The calculated value
      will be the Total Theoretical Plant Product Content of the Seller's Gas.
      Said Total Theoretical Plant Product Content shall be divided by the Total
      Theoretical Plant Product Content of all Gas received and purchased by
      Buyer/Processer to determine the percentage of Total Plant Products
      attributable to each of Seller's wells. Division of revenues from Total
      Plant Products shall be made per the pricing provisions contained
      herein.

            


    

    


    
      
        
           


        

        
          - 10 -

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              For
      the purpose of determining Residue Gas Revenues attributable to Seller's
      Gas, Buyer/Processor shall divide the volume in MCF's of Gas attributable
      to each of Seller's wells by the total volume in MCF's of all Gas received
      and purchased by Buyer/Processor. This fraction shall be multiplied by the
      total Residue Gas Volume to determine the Residue Gas Volume attributable
      to each of Seller's wells. Division of Residue Gas Revenues between
      Buyer/Processor and Seller shall be determined pursuant to the pricing
      provisions contained herein.

            


    

    


    
      	
              3.

            	
              Buyer/Processor
      will market one hundred percent (100%) of the Plant Products upon terms
      which, in Buyer/Processor's sole judgment, are the best terms then
      available. Buyer/Processor will furnish Seller on a monthly basis with
      reports containing volumes sold by product and the price received
      therefore. Seller shall have the right at reasonable times during normal
      business hours to review the books and records of Buyer/Processor
      pertaining to the sale of Plant Products, Residue Gas and revenues
      received therefrom.

            


    

    


    
      ARTICLE
X

    

    
      PRICE

    

    


    
      	
              1.

            	
              Seller
      shall receive [ * ] percent ([ * ]%) of the Residue Gas Revenues
      attributable to each of Seller's wells until payout of Buyer/Processor's
      investment in the System relating to the gathering and processing of
      Seller's Gas. After payout, Seller shall receive [ * ] percent ([ * ]%) of
      the Residue  Gas Revenues attributable to each of Seller's
      wells. Total Residue Gas Revenue attributable to each of Seller's wells
      shall be calculated by multiplying the Residue Gas Volume attributable to
      each of Seller's wells by the then effective price per MCF being received
      by Buyer/Processor. All pricing terms and conditions shall be determined
      pursuant to the terms and provisions contained in the Residue Gas and
      Sales and Purchase Agreement(s) between Buyer/Processor and Western Slope
      Gas Company, dated February 17,
1983.

            


    

    


    
      	
              2.

            	
              For
      Plant Products produced and saved at the Plant, Seller shall receive a
      value equal to [ * ] percent ([ * ]%) of the Total Plant Product Revenue
      attributable to each of Seller's wells until payout of Buyer/Processor's
      investment in the System attributable to the gathering and processing of
      Seller's Gas. After payout, Seller shall receive [ * ] percent ([ * ]%) of
      the Total  Plant Product Revenue attributable to each of
      Seller's wells. Total Plant Product Revenue shall be the Plant Product
      Sales Revenue received by Buyer/Processor.  Should the actual
      Propane plus GPM content of Seller's Gas deviate from that shown on
      Exhibit C, Seller's share of Total Plant Product Revenue shall be adjusted
      in accordance with the table set out
below:

            


    

    


    
      
        
           


        

        
          - 11 -

          
            

          

        

        
           


        

      

    

     

    
      
        	
                Inlet
      Propane plus

              	 	
                %
      (Before Payout)

              	 	 	 	
                %
      (After Payout)

              	 
	 	 	 	 	 	 	 	 
	
                3.80+

              	 	
                55

              	 	 	 	
                70

              	 
	
                3.50
      - 3.79

              	 	
                50

              	 	 	 	
                65

              	 
	
                3.25
      - 3.49

              	 	
                45

              	 	 	 	
                60

              	 
	
                3.00
      - 3.24

              	 	
                40

              	 	 	 	
                55

              	 
	
                2.75
      - 2.99

              	 	
                35

              	 	 	 	
                50

              	 
	
                2.50
      - 2.74

              	 	
                20

              	
                 

              	 	 	
                35

              	 
	
                2.25
      - 2.49

              	 	
                Not
      Economic

              	 	 	 	
                 
      Not Economic

              	 


      

    

    


    Total
Plant Product Revenue attributable to each of Seller's wells shall be calculated
by multiplying the percentage of Total Plant Product attributable to each of
Seller's wells by the Total Plant Product Revenue.

    


    
      	
              3.

            	
              System
      payout shall be that point in time when Buyer/Processor's net operating
      income from Seller's Gas equals Buyer/Processor's investment, plus
      interest, attributable to the construction of Seller's System. Net
      operating income will be comprised of Buyer/Processor's Residue Gas and
      Plant Product Revenues attributable to Seller's Gas, less Plant Operating
      Costs attributable to Seller's Gas. Plant Operating Costs attributable to
      Seller's Gas, for the purpose of determining payout, shall be shared
      proportionately by Seller by multiplying the total Plant Operating Costs
      by the ratio of Seller's Gas delivered thereto to the total volumes of Gas
      received and purchased by Buyer/Processor at the
  Plant.

            


    

    


    
      	
              4.

            	
              Buyer/Processor's
      investment attributable to Seller's System shall be determined pursuant to
      the capital account of Seller based upon the components of Seller's System
      and Buyer/Processor's investment, plus interest, attributable thereto.
      Seller shall receive a quarterly statement of the capital account
      identifying the capital costs charged to the account and the revenues
      credited thereto, as the same may be amended from time to time to reflect
      costs of construction of Plant expansion and/or extensions of
      Buyer/Processor's Gathering System to connect additional wells of Seller
      and/or accept additional volumes of Gas from
  Seller.

            


    

    


    
      
        
           


        

        
          - 12 -

          
            

          

        

        
           


        

      

    

    


    
      	
              5.

            	
              Seller
      agrees that it will supply data and information at Buyer/Processor's
      reasonable request, and otherwise cooperate with Buyer/Processor in any
      regulatory proceeding wherein the price or other provisions set forth
      herein may be the subject of
review.

            


    

    


    
      	
              6.

            	
              It
      shall be the sole obligation of Seller to prepare, file and diligently
      pursue any application required to be filed with applicable state and
      federal agencies pursuant to the Natural Gas Policy Act of 1978 or
      subsequent legislation or regulation thereunder for a determination of
      eligibility for maximum lawful price categories. Seller agrees to provide
      Buyer/Processor with copies of such filings within sixty (60) days of
      connection of Seller's wells covered
thereby.

            


    

    


    
      	
              7.

            	
              Should
      Buyer/Processor make payment to Seller based on the price for any category
      of Gas subject to any governmental agency or judicial review of such
      determination, and if it is subsequently determined that the Gas for which
      payment was made was not eligible for the price upon which payment was
      based, or if the price to be paid hereunder for such Gas 1s determined to
      be in excess of the maximum lawful price permitted by applicable NGPA
      price categories, or if for any reason Buyer/Processor is not permitted to
      receive or retain such prices in its resale rates, then the rate
      thereafter to be paid shall be accordingly reduced and Seller will refund
      to Buyer/Processor any previous excess payments together with interest at
      the rate prescribed in 18 C.F.R. Sec. 273.302 or subsequent
      regulation.

            


    

    


    
      	
              8.

            	
              Seller
      agrees to pay, or cause to be paid, the taxes lawfully levied on the Gas
      delivered hereunder prior to its delivery to Buyer/Processor, as well as
      its proportionate share of taxes, if any, levied upon the Plant Products
      to be marketed by Buyer/Processor
hereunder.

            


    

    


    ARTICLE
XI

    PAYMENT

    


    
      	
              1.

            	
              After
      delivery of Seller's Gas has commenced, Buyer/Processor shall mail a
      statement to Seller indicating the quantity of Gas delivered during the
      preceding calendar month; adjustments, if any, made by Buyer/Processor;
      and the amount due and paid for all such Gas, such statement and payments
      to all owners of interest as provided below to be mailed either on or
      before the last day of each month, for Gas purchased the preceding
      calendar month, or ten (10) days after receipt by Buyer/Processor of
      payment from the purchaser of the Gas from Buyer/Processor, whichever is
      later. It shall be the obligation of the Buyer/Processor and
      Buyer/Processor agrees to cause proper settlement and accounting to be
      made to all owners of interest in the proceeds from the sale of Gas
      delivered to Buyer/Processor hereunder. Buyer/Processor hereby indemnifies
      and holds Seller harmless of and from any and all claims, demands,
      actions, causes of action, costs, damages and expenses related to, arising
      out of or in any way stemming from such obligation of Buyer/Processor.
      Buyer/Processor, at its election, may deduct from its payment to Seller,
      sums, if any, due to Buyer/Processor under the terms of this
      Agreement.

            


    

    


    
      
        
           


        

        
          - 13 -

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              Each
      party hereto shall have, at its expense, the right at all times to examine
      the books and records of the other party, during normal working hours, to
      the extent necessary to verify the accuracy of any statement, charge,
      computation, or demand made under or pursuant to the Agreement. Each party
      agrees to keep records and books of account in accordance with generally
      accepted accounting principles in the industry. Any statement shall be
      final as to both parties unless questioned within two (2) years after
      payment thereof has been made.

            


    

    


    ARTICLE
XII

    REGULATORY
BODIES

    


    
      	
              1.

            	
              This
      Agreement is subject to all present and future valid laws and lawful
      orders of all regulatory bodies now or hereafter having
      jurisdiction of the parties, or either of them; and should either of the
      parties, by force of such law or regulation imposed at any time during the
      term of this Agreement, be ordered or required to. do any act inconsistent
      with the provisions of this Agreement, the Agreement shall continue
      nevertheless and shall be deemed modified to conform with the requirements
      of such law or
      regulation.

            


    

    


    ARTICLE
XIII

    FORCE
MAJEURE

    


    
      	
              1.

            	
              Except
      for Buyer/Processor's obligation to make proper settlement, accounting and
      distribution of proceeds to all interest owners as provided above for Gas
      delivered hereunder, neither party hereto shall be liable for any failure
      to perform the terms of this Agreement when such failure is due to "force
      majeure" as hereinafter defined.

            


    

    


    The term
"force majeure" as employed in this Agreement shall mean acts of God, strikes,
lockouts or industrial disputes or disturbances, arrests and restraints from
rulers or people, interruptions by government or court orders, present and
future valid orders of any regulatory body having proper jurisdiction, acts of
the public enemy, wars, riots, blockades, insurrections, inability to secure
materials, including inability to secure materials by reason of allocations
promulgated by authorized governmental agencies, epidemics, landslides,
lightning, earthquakes, fires, storms, floods, washouts, explosions, breakage or
accident to machinery or lines of pipe, freezing of wells or pipelines,
inability to obtain easements or rights-of-way, the making of repairs or
alterations to pipelines or plants, or any other cause whether of the kind
herein enumerated or otherwise, not reasonably within the control of the party
claiming "force majeure", the same shall, so far as possible, be remedied with
all reasonable dispatch. The settlement of strikes or lockouts or industrial
disputes or disturbances shall be entirely within the discretion of the party
having the difficulty, and the above requirement that any "force majeure" shall
be remedied with all reasonable dispatch, shall not require the settlement of
strikes, lockouts or industrial disputes or disturbances by acceding to the
demands of any opposing party therein when such course is inadvisable in the
discretion of the party having the difficulty.

    


    
      
        
           


        

        
          - 14 -

          
            

          

        

        
           


        

      

    

    


    ARTICLE
XIV

    WARRANTY OF TITLE TO
GAS

    


    
      	
              1.

            	
              Seller
      hereby warrants title to the Gas sold and delivered hereunder and the
      right of Seller to sell the same; and the Seller warrants that all
      such Gas is owned by Seller, or that Seller has the right to market said
      Gas free from all liens and adverse claims, including liens to secure
      payments of production taxes, severance taxes, and other taxes. Seller
      agrees to indemnify Buyer/Processor and save it harmless from all suits,
      actions, debts, accounts, damages, costs, losses and expenses arising from
      or out of adverse claims of any and all persons, firms, or corporations to
      said Gas or to royalties, overriding royalties, taxes, license fees, or
      charges thereon, which are applicable before the title to the Gas passes
      to Buyer/Processor. Buyer/Processor, at any time thereafter, when it shall
      appear to Buyer/Processor by reason of receipt of written notice of claim
      or dispute that the ownership or title to all or part of the Leases, or
      the Gas produced therefrom, may be in a party or parties other than Seller
      or upon learning of any other claims, liens, taxes, royalties, fees,
      expenses or other adverse claims, may retain as security for the
      performance of Seller's obligations with respect thereto, the entire
      purchase price of the Gas until Buyer/Processor has been satisfied as to
      the amount of such claim or ownership claimed, and thereafter up to the
      amount of such ownership interest or claim until it has been finally
      determined and satisfied or until Seller shall have furnished a bond to
      Buyer/Processor in an amount and with sureties satisfactory to
      Buyer/Processor, conditioned upon the protection of Buyer/Processor with
      respect to such ownership or claim.

            


    

    


    
      
        
           


        

        
          - 15 -

          
            

          

        

        
           


        

      

    

    


    
      ARTICLE
XV

    

    
      SELLER'S
REPRESENTATIVE

    

    


    Seller
hereby appoints Trailblazer Oil and Gas, Inc., the Operator of the wells drilled
or to be drilled upon the Leases dedicated hereunder and in which Seller owns an
interest, as its Representative with respect to all matters under this
Agreement, including but not limited to the following:

    


    
      	
              1.

            	
              To
      give and receive all notices;

            


    

    


    
      	
              2.

            	
              To
      make and witness any tests to be made of the Gas and measuring equipment
      and adjustments to such equipment;

            


    

    


    
      	
              3.

            	
              To
      deliver the quantities of Gas deliverable
  hereunder;

            


    

    


    
      	
              4.

            	
              To
      obtain, execute and deliver to Buyer/Processor such division order title
      opinions and division orders as may be required by Buyer/Processor
      hereunder; and

            


    

    


    
      	
              5.

            	
              To
      comply with the requirements, rules and regulations of any duly
      constituted authority having
jurisdiction.

            


    

    


    Buyer/Processor
may act, and shall be fully protected in acting, in reliance upon any and all
acts and things done and performed by or agreements made with respect to all
matters dealt with herein by said Representative on behalf of Seller as fully
and with the same effect as though Seller had done, performed, made or executed
the same.

    


    Seller
may change its Representative designated above, or designate a new
Representative from time to time by delivery of written notice of change and
designation of Representative to Buyer/Processor. The Representative so
designated shall have and may exercise all power and authority therein granted
with like effect as though named as such Representative herein in the first
instance.

    


    
      ARTICLE
XVI

    

    
      NOTICES

    

    


    Any
notice or notices, request, demands or statements provided for in this Agreement
shall be in writing and deemed to be delivered to Seller when addressed to
Seller's Representative, and to Buyer/Processor when addressed to
Buyer/Processor and deposited in the United States Mail  first class,
postage prepaid at their respective addresses as set out below, or at such
address as either party may from time to time designate as the address for such
purpose by registered or certified letter addressed to the other
party.

    


    
      
        
           


        

        
          - 16 -

          
            

          

        

        
           


        

      

    

    


    
      	
              TO:

            	
              Seller's
      Representative

            


    

    Trailblazer
Oil and Gas, Inc.

    789
Sherman Street, Suite 600

    Denver,
Colorado  80203

    Attn:
_________________

    


    
      	
              TO:

            	
              BUYER/PROCESSOR

            


    

    Natural
Gas Associates

    1200
Trinity Place

    1801
Broadway - P.O. Box 5660

    Denver,
Colorado   8D217

    Attn:   J.
C. deGraffenried

    


    ARTICLE
XVII

    EASEMENTS

    


    
      	
              1.

            	
              To
      the extent that it may contractually or lawfully do so under its leasehold
      interest without impairing its own similar right, Seller hereby assigns
      and transfers to Buyer/Processor any easement across the Seller's
      Lease(s), and across any adjoining lands in which Seller may have an
      interest, for the purposes of installing, using, inspecting, repairing,
      operating, replacing, and/or removing Buyer/Processor's pipe, meters,
      lines, and other equipment used or useful in the performance of this
      Agreement. It is intended that any property of Buyer/Processor placed in
      or upon any of such land shall remain the personal property of
      Buyer/Processor, subject to removal by it upon the expiration or
      termination of this Agreement for any reason. Buyer/Processor shall have a
      reasonable time after the expiration or termination of this Agreement to
      remove same. Buyer/Processor shall indemnify and hold Seller harmless of
      and from any and all claims and damages for all injuries to persons,
      including death, or damage to property arising out of or incident to
      Buyer/Processor's use of the easement hereunder transferred, only in the
      event said claim or damage shall be the result of negligence legally
      imputable to Buyer/Processor; its employees, agents, and
      representatives.

            


    

    


    ARTICLE
XVIII

    TERM

    


    
      	
              1.

            	
              This
      Agreement shall be effective from the date hereof and shall continue and
      remain in full force and effect for the economic life of the Facilities,
      unless earlier terminated by mutual Agreement between the parties hereto.
      Suspension of Plant operations as defined herein shall not constitute or
      provide a basis for termination of this
  Agreement.

            


    

    


    
      
        
           


        

        
          - 17 -

          
            

          

        

        
           


        

      

    

    


    ARTICLE
XIX

    DEFAULTS

    


    
      	
              1.

            	
              It
      is covenanted and agreed that if either party shall fail to perform any of
      the covenants or obligations imposed upon it under and by virtue of this
      Agreement, the other party may terminate this Agreement by proceeding as
      follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              The
      party not in default shall cause a written notice to be served on the
      other party in default, stating specifically the cause for terminating
      this Agreement, and declaring it to be the intention of the party giving
      notice to terminate the same; thereupon, the party in default shall have
      thirty (30) days after the service of the aforesaid notice in which to
      remedy or remove the cause or causes stated in the notice for terminating
      the Agreement. If within said thirty (30) days the party in default does
      so remove and remedy said cause or causes, and fully indemnifies the party
      not in default for any and all consequences of such breach, then such
      notice shall be withdrawn and this entire Agreement shall continue in full
      force and effect.

            


    

    


    
      	
               
      

            	
              B.

            	
              In
      case the party 1n default does not remedy and remove the cause or causes,
      or does not indemnify the party giving the notice for any and all
      consequences of such breach, within said period of thirty (30) days, then
      this Agreement shall become null and void from and after the expiration of
      said period.

            


    

    


    
      	
               
      

            	
              C.

            	
              Any
      cancellation of this Agreement pursuant to the provisions of this Article
      shall be without prejudice to the obligation of Buyer/Processor to make
      proper settlement, accounting and distribution of proceeds to all owners
      of interest in the proceeds received for Gas delivered to Buyer/Processor
      hereunder and Plant Products processed therefrom to the time of
      cancellation, and without waiver of any remedy to which the party not in
      default may be entitled for violations of this
  Agreement.

            


    

    


    
      
        
           


        

        
          - 18 -

          
            

          

        

        
           


        

      

    

    


    ARTICLE
XX

    UNECONOMIC WELL CONNECTIONS
AND UNECONOMIC OPERATIONS OF PLANT

    


    
      	
              1.

            	
              The
      Buyer/Processor will either install, or cause to be installed a System to
      connect and receive Gas from Seller's wells, which, in Buyer/Processor's
      sole opinion, is economically feasible to gather. If in Buyer/Processor's
      sole opinion it is uneconomic to connect one of Seller's wells to
      Buyer/Processor's Gathering System, Buyer/Processor shall be under no
      obligation to do so, or to accept any Gas produced from said well. If
      Buyer/Processor elects not to construct a System and connect a well,
      Buyer/Processor nevertheless may, upon Seller's request, accept Gas from
      any such well or lease if Seller shall acquire and assign without charge
      to Buyer/Processor, a measuring station site on Buyer/Processor's existing
      Gathering System at a mutually agreeable point, together with all
      necessary rights of ingress and egress thereto, and shall bear the cost of
      constructing, operating, and maintaining all facilities necessary to
      deliver the Gas from such well into Buyer/Processor's Gathering System at
      said mutually agreeable point. Should Seller elect not to deliver Gas from
      such well, Buyer/Processor shall release from this Agreement such well and
      the acreage attributable thereto, but only as to the formation in which
      such well is then completed.

            


    

    


    Buyer/Processor
will install or cause to be installed a System to receive Seller's Gas from
Seller's wells, which, in Buyer/Processor's opinion are economically feasible to
gather. An economic well shall be defined as a well which will produce a
stabilized flow after six (6) months of two hundred
and fifty (250) MCF
per day of Gas per mile of pipeline installed by Buyer/Processor to receive
Seller's Gas. Should Buyer/Processor connect Seller's well and said well
produces a stabilized flow after six (6) months of less than two hundred
and fifty (250) MCF per day per mile of pipeline installed by
Buyer/Processor to receive Seller's Gas, Seller shall indemnify Buyer/Processor
for all costs of said connection, adjusted for actual length of pipeline and
proportional to the ratio of actual stabilized volume at the end of six (6)
months to two hundred and fifty (250) MCF per day. The
terms of said indemnification shall be negotiated between Buyer/Processor and
Seller.

    


    Should
Buyer/Processor and Seller determine prior to connection of Seller's well that
said well will not meet the criteria for an economic well connection,
Buyer/Processor shall install the necessary System required to connect Seller's
well to Buyer/Processor's Gathering System upon receiving a written
indemnification from Seller of Buyer/Processor's actual cost for said System
pursuant to the terms above.

    


    
      
        
           


        

        
          - 19 -

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              If,
      in the opinion of Buyer/Processor, the Plant is or becomes uneconomic to
      operate due to its volume, quality, plant product content, governmental
      regulation or any other cause, Buyer/Processor may either modify or
      suspend Plant operations, in which case Buyer/Processor shall not be
      obligated to take delivery of, or may cease processing the Gas from
      Seller's wells, so long as such condition exists. For the purposes hereof,
      "uneconomic operation" shall be defined as circumstances under which
      Buyer/Processor's share of net operating revenues of the Plant is
      insufficient to offset actual Plant operating
  costs.

            


    

    


    
      	
              3.

            	
              During
      periods of uneconomic operation of the Plant and/or suspension of
      operation of portions thereof. Buyer/Processor, at the request of the
      Seller, shall place back in service and operate such suspended portions of
      the Plant as may be necessary to accept and process Seller's Gas. In
      consideration thereof, Seller agrees to reimburse Buyer/Processor, in the
      same proportion as the ratio of the Gas volumes supplied by Seller bear to
      the total Gas volumes supplied to the Plant by other third-party sellers,
      for any losses (costs of Plant operations in excess of revenues
      attributable to Plant operations after deducting payments to all
      contributing producers for Gas delivered to and processed by the Plant)
      incurred by Buyer/Processor during such continued uneconomic operations.
      Buyer/Processor may, at its option, elect to sell the Plant rather than
      operate the same under the terms of this paragraph. In such event, Seller
      shall be given notice thereof and first right of refusal to purchase its
      proportionate share of the Plant from Buyer/Processor based upon Seller's
      then dedicated capacity thereof upon terms to be negotiated between the
      parties.

            


    

    


    ARTICLE
XXI

    OPTIONS

    


    
      	
              1.

            	
              Crude
      Oil Purchase Option: Seller is currently marketing all crude oil and/or
      condensate produced from wells drilled on the Leases dedicated hereunder
      and in which Seller owns, has an interest, or is otherwise authorized to
      market to a legitimate crude oil purchaser other than Associated Natural
      Gas, Inc. which is active in the area of said Leases pursuant to a written
      agreement currently in effect.

            


    

    


    If, upon
expiration of the primary term of the crude oil purchase agreement between
Seller and the current purchaser, or effective January 1, 1984, whichever shall
first occur, should seller receive a bona fide written offer from either its
current purchaser or any other bona fide purchaser of crude oil at a price per
barrel of less than fifty ($.50) cents above that then being offered by
Associated Natural Gas, Inc., which is a price equal to the highest published
price of a major oil company for the area in question, Seller shall notify
Associated Natural Gas, Inc., at which time Associated Natural Gas, Inc., as an
independent contractor, shall be given an option and right of first refusal, to
be exercised within fifteen (15) days from receipt of such notice, to purchase
all of Seller's crude oil and/or condensate above referenced at a price
equivalent to the highest published posted price of a major oil company for the
area in question. In the event Associated Natural Gas exercises it option,
Seller agrees to enter into a Crude 011 Purchase Agreement with Associated
Natural Gas, Inc.

    


    
      
        
           


        

        
          - 20 -

          
            

          

        

        
           


        

      

    

    


    In the
event Seller should receive a bona fide written offer from such purchaser at a
price per barrel differential of fifty ($.50) cents or more above that then
being offered by Associated Natural Gas, Inc., Seller shall notify Associated
Natural Gas, Inc., at which time Associated Natural Gas, Inc., as an independent
contractor, shall be given an option and right of first refusal, to be exercised
within fifteen (15) days from receipt of such notice, to purchase all of
Seller's crude oil and/or condensate at an equivalent price. In the event
Associated Natural Gas, Inc. exercises its option, Seller agrees to enter into a
Crude Oil Purchase Agreement with Associated Natural Gas, Inc., at such
price.

    


    In the
event Associated Natural Gas, Inc. fails to exercise any option above provided
within the fifteen (15) day period, Seller may accept the outstanding bona fide
written offer and market its crude oil and/or condensate to such purchaser for
the primary term of such agreement, the notice and option process set out above
shall be repeated.

    


    
      
        
           


        

        
          - 21 -

          
            

          

        

        
           


        

      

    

    


    ARTICLE
XXII

    SHRINKAGE

    


    Buyer/Processor
agrees to use ordinary care in transporting the Gas produced by Seller and
purchased and gathered by Buyer/Processor hereunder to its point of delivery at
the Plant, and after processing such Gas, deliver the Gas to its purchaser at
the tailgate of said Plant. However, the parties understand and agree that
certain volumetric gains and losses in the Gas will occur and shall be shared by
and among Seller and other third-party sellers, whose Gas is also being
purchased by Buyer/Processor and transported to the Plant, in the proportion
that each party delivers Gas into Buyer/Processor's Gathering System at their
respective Point(s) of Delivery.

    


    ARTICLE
XXIII

    SPECIAL
PROVISIONS

    


    


    ARTICLE
XXIV

    MISCELLANEOUS

    


    
      	
              1.

            	
              No
      waiver by either Seller or Buyer/Processor of any default of the other
      under this Agreement shall operate as a waiver of any future default,
      whether of like or different character or nature, nor shall any failure to
      exercise any right hereunder be considered as a waiver of such right in
      the future.

            


    

    


    
      	
              2.

            	
              The
      parties hereto assume full responsibility and liability for the
      maintenance and operation of their respective properties and agree to
      indemnify and save harmless the other party from all liability and expense
      on account of any damages, claims or actions arising from any act or
      accident in connection with the installation, presence, maintenance or
      operation of the property or equipment of the indemnifying
      party.

            


    

    


    
      
        
           


        

        
          - 22 -

          
            

          

        

        
           


        

      

    

    


    
      	
              3.

            	
              Respecting
      the rights of third parties
hereunder:

            


    

    


    
      	
               
      

            	
              A.

            	
              This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto, their successors, assigns, heirs, administrators and/or executors.
      Either party may assign his or its right, title, and interest in, to and
      under this Agreement, including, without limitation, any and all renewals,
      extensions, amendments, and/or supplements hereto; provided, however, that
      no such assignment shall in any way operate to enlarge, alter, or change
      any obligation of the other party or parties hereto. No assignment shall
      be effective or binding until a copy of same has been furnished to the
      other party.

            


    

    


    
      	
               
      

            	
              B.

            	
              Nothing
      in this Agreement, expressed or implied, confers any rights or remedies on
      any person or entity not a party hereto other than successors and assigns,
      or heirs, administrators or executors of the parties
    hereto.

            


    

    


    
      	
              4.

            	
              Seller
      agrees that Buyer/Processor, its successors and assigns, shall have the
      right, but not the obligation, at any time to redeem for Seller, its
      successors and assigns, or other interest owners by payment of any taxes,
      deeds of trust, judgments or other liens on the Leases described in
      Exhibit "A" hereto, on Seller's Gas Reserves or the production therefrom,
      in the event of default of payment by Seller or other interest owners, and
      be subrogated to the rights of the holder or holders thereof. Seller
      further agrees that any such redemption and payment by Buyer/Processor for
      the account of Seller or other interest owners shall be applied by way of
      a set-off against the purchase price which Buyer/Processor would otherwise
      pay to Seller and the other interest owners under Articles X and XI of
      this Agreement, such set-off to continue until all payments by
      Buyer/Processor under this Agreement, plus interest, have been fully
      recouped by Buyer/Processor.

            


    

    


    
      	
              5.

            	
              Seller
      expressly does not by the terms of this Agreement, sell, transfer or
      assign unto Buyer/Processor any title or interest whatsoever in the Leases
      or any pipe, meters, lines or other equipment of any nature owned or used
      by Seller in the operation of its wells and the
  Leases.

            


    

    


    
      	
              6.

            	
              Any
      notice, request, demand or statement provided for in this Agreement,
      except as otherwise herein provided, shall be given in writing, delivered
      in person or sent by U.S. Mail, postage prepaid to the parties at the
      respective addresses herein referenced, or at such other addresses as may
      be hereafter furnished by one party to the other party in
      writing.

            


    

    


    
      
        
           


        

        
          - 23 -

          
            

          

        

        
           


        

      

    

    


    
      
        	
                7.

              	
                It
      is agreed that this Agreement may be ratified and adopted by any owner of
      an interest in the Leases subject hereto, or any leases with which the
      Leases subject hereto may be pooled or unitized, by execution and delivery
      to Buyer/Processor of a separate written instrument ratifying and adopting
      this Agreement insofar as said owner's interest in any such lands or
      leases is concerned, whereupon such owner shall become a party Seller
      under this Agreement with like force and effect and to the same extent as
      though such owner had executed this Agreement at the time of its execution
      and delivery; and all the terms and provisions of this Agreement shall
      thereupon become binding upon Buyer/Processor and any such interest
      owner.

              


      

    

    


    
      
        	
                8.

              	
                Each
      Seller executing or ratifying this Agreement makes and enters into this
      Agreement severally and not jointly with other sellers, and they are not
      acting as partners, joint venturers, or otherwise jointly in this
      transaction, and nothing herein contained or provided shall operate to
      create, or be construed as creating, any such relationship. It is
      essentially provided that there shall never be any joint liability against
      the parties designated herein as Seller and that no single party Seller
      shall be liable for the acts or omissions of any other single party
      Seller.

              


      

    

    


    
      
        	
                9.

              	
                This
      Agreement constitutes the entire agreement and understanding between the
      parties hereto and supersedes and renders null and void and of no further
      force and effect any prior understandings, negotiations or agreements
      between the parties relating to the subject matter hereof. No provision of
      this Agreement may be changed, modified, waived or discharged orally, and
      no change, modification, waiver or amendment of any provision will be
      effective except by written instrument to be executed and approved by the
      parties hereto.

              


      

    

    


    
      	
              10.

            	
              This
      Agreement shall be construed and governed by the laws of the State of
      Colorado.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

    


    
      	
              BUYER/PROCESSOR
      - NATURAL GAS ASSOCIATES, A PARTNERSHIP

            
	BY:
      	
              ASSOCIATED
      NATURAL GAS, INC., MANAGING PARTNER

            	
               

            
	 
      	 	 
      
	 
      	 	 
      
	BY:	
              /s/
      J.C. deGRAFFENRIED

            	 	 
      
	 	
              J.C.
      deGRAFFENRIED, PRESIDENT

            	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              SELLER
      (Partnership):

            
	 
      	 	
              SHF
      PARTNERSHIP

            
	 	 	 
	 
      	 	 
      
	 
      	 	
              ,
      PARTNER

            


    

    


    
      
        
           


        

        
          - 24 -

          
            

          

        

        
           


        

      

    

     

    
      	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 
      	 	
              TRAILBLAZER
      OIL AND GAS,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Patricia A. Fuller

            	 	
              BY:

            	
              /s/ E. Gregory Hovivian

            
	 
      	
              ,   SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER  (Corporation):

            
	 
      	 
      	 	
              ALFA
      RESOURCES,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Aileen F.
    Brigman

            	 	
              BY:

            	
              /s/ Theodore E. Dan

            
	 
      	
              ASST., SECRETARY

            	 	 
      	
              ,  SECRETARY
      TREASURER

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 
      	 	
              PULSAR
      OIL AND GAS,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ James Stefnik

            	 	
              BY:

            	
              /s/ Robert L. Middleton

            
	 
      	
              ,
      SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 	
              OVERTHRUST
      OIL ROYALTY CORPORATION

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Robert R.
    Pierce

            	 	
              BY:

            	
              /s/  Thomas A
    Smith

            
	
              ,   SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
              SELLER  (Corporation):

            
	
              ATTEST:

            	 	
              CORVETTE
      PETROLEUM, LTD.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ,  SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              ATTEST

            	 	
              SELLER   (
      Individual ):

            
	 
      	 	
              ROBERT
      LANARI

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Patricia A. Fuller

            	 	
              BY:

            	
              /s/ Robert Lanari

            
	 
      	 
      	 	 
      	
              Robert
      Lanari

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
              SELLER  (Individual):

            
	
              ATTEST

            	 	
              TOBY
      A. MARTINEZ

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Patricia A. Fuller

            	 	
              BY:

            	
              /s/ Toby A. Martinez

            
	 
      	 
      	 	 
      	
              Toby
      A. Martinez

            


    

    


    
      
        
           


        

        
          - 25 -

          
            

          

        

        
           


        

      

    

     

    
      	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 
      	 	
              TRAILBLAZER
      OIL AND GAS,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ,   SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER  (Corporation):

            
	 
      	 
      	 	
              ALFA
      RESOURCES,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ASST., SECRETARY

            	 	 
      	
              ,  SECRETARY
      TREASURER

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 
      	 	
              PULSAR
      OIL AND GAS,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ,
      SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 	
              OVERTHRUST
      OIL ROYALTY CORPORATION

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	
              ,   SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
              SELLER  (Corporation):

            
	
              ATTEST:

            	 	
              CORVETTE
      PETROLEUM, LTD.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Thelma A. Gill

            	 	
              BY:

            	
              /s/ John S. Phillips

            
	 
      	
              ,  SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              ATTEST

            	 	
              SELLER   (
      Individual ):

            
	 
      	 	
              ROBERT
      LANARI

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	 
      	 	 
      	
              Robert
      Lanari

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
              SELLER  (Individual):

            
	
              ATTEST

            	 	
              TOBY
      A. MARTINEZ

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	 
      	 	 
      	
              Toby
      A. Martinez

            


    

    


    
      
        
           


        

        
          - 26 -

          
            

          

        

        
           


        

      

    

     

    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, Dorothy
Seele, a Notary Public in and for said County and State, on this
21 day of September, 1983,
personally appeared J. C. deGraffenried, known to me to be the President of
Associated Natural Gas, Inc., a Colorado corporation, the Managing Partner of
Natural Gas Associates, a Colorado Partnership, on behalf of said partnership
and acknowledged to me that he executed this Agreement for the uses and purposes
therein set forth.

    


    Given
under my hand and seal of office this 21 day
of September, 1983.

     

    
      	 
      	 
      	
              
                /s/
      Dorothy Seele

              

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	
              10501
      Kline Way

            
	
              MY
      COMMISSION EXPIRES:

            	 
      	
              Westminster,
      CO 80030

            
	 
      	 
      	 
      
	
              3-21-87

            	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF GREELEY

            	
              )

            


    

     

    Before
me,__________, a Notary Public in and for said County and State, on this
_________ day of __________, 1983, personally appeared ________, known to me to
be the partner of SHF Partnership, a Colorado general partnership, on behalf of
said partnership, and acknowledged to me that he executed the same as his free
act and deed and for the considerations and purposes therein expressed, and as
the act and deed of said partnership and in the capacity therein
stated.

    


    Given
under my hand and seal of office this ______ day of ________, 1983.

    


    
      	 
      	 
      	 
      
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, Patricia A.
Fuller, a Notary Public in and for said County and State, on this 7th day of September, 1983,
personally appeared E.
Gregory Hovivian, and ________, known to me to be the President and
Secretary, respectively, of Trailblazer Oil and Gas, Inc., a Utah corporation,
on behalf of said corporation and acknowledged to me that they executed this
Agreement for the considerations and purposes therein set forth.

     

    Given
under my hand and seal of office this 7th day of September, 1983.

    


    
      	 
      	 
      	
              /s/
      Patricia A. Fuller

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	
              September
      18, 1985

            	 
      	 
      


    

    


    
      
        
           


        

        
          - 27 -

          
            

          

        

        
           


        

      

    

     

    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

     

    Before
me, Sherilyn
Stout , a Notary Public in and for said County and State, on this 7 day of Sept, 1983,
personally appeared ________________ and Theodore E. Dan known
to me to be the President and Secretary, respectively, of Alfa Resources, Inc.,
a Colorado corporation, on behalf of said corporation and acknowledged to me
that they executed this Agreement for the considerations and purposes therein
set forth.

    


    Given
under my hand and seal of office this 7 day of Sept.,
1983.

    


    
      	 
      	 
      	
              /s/
      Sherilyn Stout

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	
              1255
      So. BELLAIRE

            
	 
      	 
      	
              DENVER,
      CO 80222

            
	
              6/24/85

            	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, Sherilyn
Stout, a Notary Public in and for said County and State, on this 7 day of Sept, 1983,
personally appeared Robert L.
Middleton and James Stefnik, known
to me to be the President and Secretary respectively, of Pulsar Oil and Gas,
Inc., a Utah corporation, on behalf of said corporation and acknowledged to me
that they executed this Agreement for the considerations and purposes therein
set forth.

    


    Given
under my hand and seal of office this 7 day of Sept,
1983.

    


    
      	 
      	 
      	
              /s/
      Sherilyn Stout

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	
              1255
      So. BELLAIRE

            
	 
      	 
      	
              DENVER,
      CO 80222

            
	
              6/24/85

            	 
      	 
      


    

    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, James E.
Franklin, a Notary
Public in and for said County and State, on this 7 day of Sept, 1983,
personally appeared Robert
Pierce and Thomas A. Smith,
known to me to be the President and Secretary, respectively, of Overthrust Oil
Royalty Corporation, a Colorado corporation, on behalf of said corporation and
acknowledged to me that they executed this Agreement; for the considerations and
purposes therein set forth.

    


    Given
under my hand and seal of office this 7 day of Sept,
1983,

    


    
      	 
      	 
      	
              /s/
      James E. Franklin

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	
              12-31-86

            	 
      	 
      


    

    


    
      
        
           


        

        
          - 28 -

          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              )

            
	 
      	
              )   ss.

            
	 
      	
              )

            


    

    


    Before
me,_________, a Notary Public  in and for said County and State, on
this ________ day of _________1983 personally appeared ________ and ________,
known to me to be the President and Secretary, respectively, of Corvette
Petroleum, Ltd., a British Columbia corporation, on behalf of said corporation
and acknowledged to me that they executed this Agreement for the considerations
and purposes therein set forth.

    


    Given
under my hand and seal of office this ________ day of ________,
1983

    


    
      	 
      	 
      	 
      
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, Patricia
A. Fuller, a Notary
Public in and for said County and State, on this 7th day of September,
1983 personally appeared Robert Lanari to me
known to be the person described in and who executed the foregoing Agreement for
and considerations and purposes therein set forth.

    


    Given,
under my hand and seal of office this 7th day of September,
1983

    


    
      	 
      	 
      	
              /s/
      Patricia A. Fuller

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	
              September
      18, 1985

            	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, Patricia A.
Fuller, a Notary Public in and for said County and State, on this 7th day of September, 1983
personally appeared Toby A. Martinez to
me known to be the person described in and who executed the foregoing Agreement
for and considerations and purposes therein set forth.

    


    Given
under my hand and seal of office this 7th day September,
1983

    


    
      	 
      	 
      	
              /s/
      Patricia A. Fuller

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	
              September
      18, 1985

            	 
      	 
      


    

    


    
      
        
           


        

        
          - 29 -

          
            

          

        

        
           


        

      

    

    


    


    
      	
              PROVINCE
      OF BRITISH COLUMBIA

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      OF VANCOUVER

            	
              )

            


    

    


    Before
me, Donald A.
Lyons, a Notary Public in and for said County and State, on this 13th day of September,,1983
personally appeared J.
Stephen Phillips and Thelma A. Gill, known
to me to be the President and Secretary, respectively, of Corvette Petroleum,
Ltd., a British Columbia corporation,  on behalf of said corporation
and acknowledged to me that they executed this Agreement  for the
considerations and purposes therein set forth.

    


    Given
under my hand and seal of office this 13th day of September,
1983

    


    
      	 
      	 
      	
              /s/
      Donald A. Lyons

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	
              DONALD
      A. LYONS

            
	
              MY
      COMMISSION EXPIRES:

            	 
      	
              BARRISTER
      & SOLICITOR

              STE.
      1202 789 WEST PENDER ST.

              VANCOUVER,
      B.C V6C 1H2

              TELEPHONE:
      (604) 682-3855

            
	 
      	 
      	 
      
	
              N/A

            	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, ________, a Notary Public in and for said County and State, on this ________
day of ________, 1983 personally appeared ________ to me known to be the person
described in and who executed the foregoing Agreement for and considerations and
purposes therein set forth.

    


    Given
under my hand and seal of office this ________ day of ________,
1983

    


    
      	 
      	 
      	 
      
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, ________ a Notary Public in and for said County and State, on this
________day of _________, 1983 personally appeared_______ to me known to be the
person described in and who executed the foregoing Agreement  for and
considerations and purposes therein set forth.

    


    Given
under my hand and seal of office this ____ day of ____, 1983

    


    
      	 
      	 
      	 
      
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      
        
           


        

        
          - 30 -

          
            

          

        

        
           


        

      

    

     

    
      	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 
      	 	
              TRAILBLAZER
      OIL AND GAS,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ,   SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER  (Corporation):

            
	 
      	 
      	 	
              ALFA
      RESOURCES,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ASST., SECRETARY

            	 	 
      	
              ,  SECRETARY
      TREASURER

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 
      	 	
              PULSAR
      OIL AND GAS,   INC.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ,
      SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              ATTEST:

            	 	
              SELLER   (Corporation):

            
	 
      	 	
              OVERTHRUST
      OIL ROYALTY CORPORATION

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	
              ,   SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
              SELLER  (Corporation):

            
	
              ATTEST:

            	 	
              CORVETTE
      PETROLEUM, LTD.

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	
              ,  SECRETARY

            	 	 
      	
              ,  PRESIDENT

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              ATTEST

            	 	
              SELLER   (
      Individual ):

            
	 
      	 	
              ROBERT
      LANARI

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	 
      	 	 
      	
              Robert
      Lanari

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
              SELLER  (Individual):

            
	
              ATTEST

            	 	
              TOBY
      A. MARTINEZ

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	 
      	 	
              BY:

            	 
      
	 
      	 
      	 	 
      	
              Toby
      A. Martinez

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
              SELLER  (Partnership)

            
	 
      	 
      	 	
              SHF

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              BY:

            	
              /s/ Patricia A. Fuller

            	 	 
      	
              /s/ H. Wayne Hoover

            
	 
      	 
      	 	 
      	
              ,  Partner

            


    

    


    
      
        
           


        

        
          - 31 -

          
            

          

        

        
           


        

      

    

     

    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, __________, a Notary Public in and for said County and State, on this
________ day of ________, 1983, personally appeared J. C. deGraffenried,
known to me to be the President of Associated Natural Gas, Inc., a Colorado
corporation, the Managing Partner of Natural Gas Associates, a Colorado
Partnership, on behalf of said partnership and acknowledged to me that he
executed this Agreement for the uses and purposes therein set
forth.

    


    Given
under my hand and seal of office this ________ day of ________,
1983.

    


    
      	 	 	 
	 
      	 	
              NOTARY
      PUBLIC

            
	 	 	 
	
              MY
      COMMISSION EXPIRES:

            	 	 
      
	 	 	 
	 	 	 


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF GREELEY

            	
              )

            


    

    


    Before
me, Patricia A.
Fuller, a Notary Public in and for said County and State, on this 19th day September, 1983, personally
appeared H. Wayne
Hoover, known to me to be the partner of SHF Partnership, a Colorado
general partnership, on behalf of said partnership, and acknowledged to me that
he executed the same as his free act and deed and for the considerations and
purposes therein expressed, and as the act and deed of said partnership and in
the capacity therein stated.

    


    Given
under my hand and seal of office this 19th day of September,
1983.

    


    
      	 
      	 
      	
              /s/
      Patricia A. Fuller

            
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	
              September
      18, 1985

            	 
      	 
      


    

    


    


    
      	
              STATE
      OF COLORADO

            	
              )

            
	 
      	
              )   ss.

            
	
              CITY
      AND COUNTY OF DENVER

            	
              )

            


    

    


    Before
me, ________, a Notary Public in and for said County and State, on this ________
day of ________, 1983, personally appeared ________ and ______________, known to
me to be the President and Secretary, respectively, of Trailblazer Oil and Gas,
Inc., a Utah corporation, on behalf of said corporation and acknowledged to me
that they executed this Agreement for the considerations and purposes therein
set forth.

    


    Given
under my hand and seal of office this ________day of , ________,
1983.

    


    
      	 
      	 
      	 
      
	 
      	 
      	
              NOTARY
      PUBLIC

            
	 
      	 
      	 
      
	
              MY
      COMMISSION EXPIRES:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    
      
        
           


        

        
          - 32 -

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"A"

       

      Lease
Schedule

       

       

    

    
      	
              LESSOR

            	 	
              LESSEE

            	
              DESCRIPTION

            	 	
              LEASE

              EXPIRATION

              DATE

            	
              BOOK

            	
              REC.
      NO.

            	
              GROSS

              ACRES

            	
              NET

              ACRES

            	
              WORKING

              INTEREST
      %

            	
              NET

              REVENUE
      %

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (A)Ruby
      Lorene Swanson/First National. Bank of Greeley

            	 	
              Patrick
      Petroleum

              Corp.
      of Michigan

            	
              Township
      6 North, Range 66 West

              Sec.
      6: W1⁄2SW1⁄4, part of the NW1⁄2NW1⁄2 Sec. 7: NW1⁄4

            	 	
              8/30/83*

            	
              932

            	
              1853646

            	
              304.93

            	
              225.85

            	
              100%

            	
              77.5%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (B)Ruby
      Lorene Swanson

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      6 North, Range 66 West

              Sec.
      7: NW1⁄2 (Lots 1 & 2)

            	 	
              8/30/83*

            	
              932

            	
              1853645

            	
              -

            	
              79.08

            	
              100%

            	
              77.5%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (B)Raymond
      E. Carlson, et ux,

              Bruce
      L. Carlson, et ux,

              &
      Margaret F. Seery, et vir

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      33: SW1⁄4

            	 	
              10/05/84

            	
              939

            	
              1860790

            	
              79.317

            	
              39.66

            	
              100%

            	
              77.5%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Mary
      Ruff

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      21: SW1⁄4

            	 	
              7/08/86

            	
              958

            	
              1879881

            	
              160,00

            	
              160.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Kenneth
      J. Hester, et
      ux

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 forth, Range 66 West

              Sec.
      31: NW1⁄2

            	 	
              7/25/86

            	
              931

            	
              1852675

            	
              138.00

            	
              138.00

            	
              100%

            	
              73.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Eva
      Goff and Flora Sharp,
      Trustees

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 forth, Range 66 West

              Sec.
      32: NE1⁄4

            	 	
              8/31/86

            	
              932

            	
              1854407

            	
              160.00

            	
              160.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Guy
      L. Brown, et al

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North. Range 66 West

              Sec.
      31: NE1⁄4

            	 	
              6/11/84

            	
              932

            	
              1854406

            	
              160.00

            	
              160.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              T.
      Wesley Galloway, et
      ux

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      32: SE1⁄4 and part of the SW1⁄4

            	 	
              6/09/83*

            	
              933

            	
              1854579

            	
              243.60

            	
              243.60

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Donald
      Rotharmel, et
      ux

            	 	
              D.L.
      PERCELL

            	
              Township
      7 North, Range 66 West

              Sec.
      33: Lot B - NW1⁄4

            	 	
              7/06/83*

            	
              909

            	
              1830787

            	
              155.48

            	
              155.48

            	
              94.89124%

            	
              78.0%

            


    

    


    
      
        
           


        

        
          - 33 -

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"A"

       

      Lease
Schedule

      
 

    

    
      	
              LESSOR

            	 	
              LESSEE

            	
              DESCRIPTION

            	 	
              LEASE

              EXPIRATION

              DATE

            	
              BOOK

            	
              REC.
      NO.

            	
              GROSS

              ACRES

            	
              NET

              ACRES

            	
              WORKING

              INTEREST
      %

            	
              NET

              REVENUE
      %

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (A)Albert
      A. Frye

            	 	
              D.L.
      PERCELL

            	
              Township
      6 North, Range 66 West

              Sec.
      7: E1⁄2

            	 	
              4/14/83*

            	
              909

            	
              1830794

            	
              330.00

            	
              110.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (B)Alice
      Swanson

            	 	
              D.L.
      PERCELL

            	
              Township
      6 North, Range 66 West

              Sec.
      7: E1⁄2

            	 	
              4/30/83*

            	
              909

            	
              1830795

            	
              -

            	
              110.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              {C)Charles
      E. Frye

            	 	
              D.L.
      PERCELL

            	
              Township
      6 North, Range 66 West

              Sec.
      7: E1⁄2

            	 	
              4/30/83*

            	
              909

            	
              1830797

            	
              -

            	
              110.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	
               
      

            	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Haythorne
      Farms, Colorado
      Partnahip

            	 	
              D.L.
      PERCELL

            	
              Township
      6 North, Range 66 West

              Sec.
      4: NW1⁄4, W1⁄2NE1⁄4

            	 	
              7/31/85

            	
              915

            	
              1837161.

            	
              240.00

            	
              240.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Don
      Anderson, Inc. Colorado
      Corporation

            	 	
              D.L.
      PERCELL

            	
              Township
      7 North, Range 66 West

              Sec.
      33: SE1⁄4

              Sec.
      34: S1⁄2

            	 	
              7/04/83*

            	
              915

            	
              1837165

            	
              480.00

            	
              480.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Don
      Anderson, Inc. Colorado
      Corporation

            	 	
              D.L.
      PERCELL

            	
              Township
      6 North, Range 66 West

              Sec.   2: 
      Part of NW1⁄4

              Sec.  10:
      NE1⁄4

            	 	
              7/04/83*

            	
              915

            	
              1837166

            	
              262.00

            	
              262.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Don
      G. Anderson

            	 	
              D.L.
      PERCELL

            	
              Township
      7 North, Range 66 West

              Sec.  34:
      NW1⁄4

            	 	
              7/04/83*

            	
              915

            	
              1837164

            	
              175.00

            	
              175.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Verna
      G. Anderson

            	 	
              D.L.
      PERCELL

            	
              Township
      7 North, Range 66 West

              Sec.
      25: Part of E1⁄2

            	 	
              7/04/83*

            	
              915

            	
              1837163

            	
              152.00

            	
              152.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Betty
      Louise Haythorn

            	 	
              D.L.
      PERCELL

            	
              Township
      7 North, Range 66 West

              Sec.
      36: NE1⁄4 and part of
      NW3/4

            	 	
              7/31/85

            	
              915

            	
              1837162

            	
              163.40

            	
              163.40

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Vic
      Leffler & Sons, Inc.

            	 	
              D.L.
      PERCELL

            	
              Township
      7 North, Range 66 West

              Sec.
      27: NE1⁄4

            	 	
              7/20/83**

            	
              915

            	
              1837156

            	
              160.00

            	
              160.00

            	
              100%

            	
              78.0%

            


    

    


    
      
        
           


        

        
          - 34 -

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"A"

       

      Lease
Schedule

       

       

    

    
      	
              LESSOR

            	 	
              LESSEE

            	
              DESCRIPTION

            	 	
              LEASE

              EXPIRATION

              DATE

            	
              BOOK

            	
              REC.
      NO.

            	
              GROSS

              ACRES

            	
              NET

              ACRES

            	
              WORKING

              INTEREST
      %

            	
              NET

              REVENUE
      %

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Larry
      L. Oltman, et
      ux

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      20: Part of N1⁄2SE1⁄4

            	 	
              7/01/86

            	
              946

            	
              1868292

            	
              301.00

            	
              301.00

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              George
      Goodell, and
      Orville R. Godell

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      21: and part of SE1⁄4

            	 	
              6/11/86

            	
              946

            	
              1868285

            	
              301.00

            	
              301.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Kenneth
      E. Benson, et
      ux , as joint tenants

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      28: Part of NW1⁄4 and part of Sec. 29: Part of NE1⁄4

            	 	
              6/15/86

            	
              946

            	
              1868288

            	
              177.00

            	
              177.00

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Hazel
      Marie Severin & Co.,
      A Colorado Part.

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      28: Lot "A"-part of SW1⁄4

            	 	
              6/17/86

            	
              953

            	
              1875261

            	
              102.00

            	
              102.00

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (A)
      Thomas S. Opdyke, representative
      of estate
      of Pearl M. Neel

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      28: SE1⁄4, part of W1⁄2 and part of SW1⁄4NE1⁄4

            	 	
              6/12/86

            	
              946

            	
              1868293

            	
              220.00

            	
              42.165

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (B)Thomas
      S. Opdyke, representative
      of estate
      of Prudence-Harding

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      28: SE1⁄4, part of and part of SW1⁄4NE1⁄4

            	 	
              6/12/86

            	
              946

            	
              1868283

            	 
      	
              42.165

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (C)
      George Goodell, and
      Orville R. Goodell

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec,
      28: SE1⁄4, part of W1⁄2 and part of SW1⁄4NE1⁄4

            	 	
              6/12/86

            	
              946

            	
              1868286

            	 
      	
              84.33

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              (A)
      Albert Weideman, et
      ux

            	 	
              Patrick
      Petroleum,

              Corp.
      of Michigan

            	
              Township
      7 North, Range 66 West

              Sec.
      20: SE1⁄4SE1⁄4, SW1⁄4SE1⁄4 and part of NW1⁄4SE1⁄4

            	 	
              6/02/85

            	
              971

            	
              1896717

            	
              85.00

            	
              42.50

            	
              94.89124%

            	
              74.02%

            


    

    


    
      
        
           


        

        
          - 35 -

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
"A"

     

    Lease
Schedule

     

     

    
      	
              LESSOR

            	 	
              LESSEE

            	
              DESCRIPTION

            	 	
              LEASE
      EXPIRATION DATE

            	
              BOOK

            	
              REC.
      NO.

            	
              GROSS
      ACRES

            	 	
              NET
      ACRES

            	
              WORKING
      INTEREST %

            	
              NET
      REVENUE %

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              (B)Albert
      Wiedeman, et ux

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec.
      20; SE1⁄4SE1⁄4, SW1⁄4SE1⁄4 and
      part of NW1⁄4SE1⁄4

            	 	
              6/02/85

            	
              946

            	
              1868291

            	
              -

            	 	
              42.50

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              Mary
      F. Harsh

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec.
      20: Part of SE1⁄4SE1⁄4;

            	 	
              6/17/86

            	
              956

            	
              1877714

            	
              81.09

            	 	
              67.14

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              Martin
      R. Allard, et ux

            	 	
              D.L.
      Percell

            	
              Township
      7 North, Range 66 West

              Sec.
      29: Part of E1⁄2

            	 	
              9/15/86

            	
              958

            	
              1879882

            	
              180.00

            	 	
              180.00

            	
              94.89124%

            	
              74.02%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              Gerald
      P. Helfrich, et ux

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec.
      21: Part of N1⁄2SW1⁄4NW1⁄4

            	 	
              11⁄24/84

            	
              956

            	
              1877715

            	
              9.20

            	 	
              9.20

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              Ronald
      L. Mettler, et ux

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec.
      21: Parcel "A" - S1⁄2SW1⁄4NW1⁄4 and

            	 	
              11⁄24/84

            	
              961

            	
              1883692

            	
              27.00

            	 	
              27.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              C.
      Barry Wingfield,

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec
      21: N1⁄2 W1⁄2 NW1⁄4

            	 	
              11⁄24/84

            	
              960

            	
              1882662

            	
              40.00

            	 	
              40.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              Carl
      Laurie Larson

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec.
      20: W1⁄2NW1⁄4

            	 	
              11/19/84

            	
              960

            	
              1882663

            	
              80.00

            	 	
              80.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              James
      F. Manion, et ux

            	 	
              Patrick
      Petroleum, Company

            	
              Township
      7 North, Range 66 West

              Sec.  21:
      Part of S1⁄2W1⁄2NW1⁄4

            	 	
              11⁄24/84

            	
              960

            	
              1882661

            	
              10.00

            	 	
              10.00

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	
              Alex
      Schmidt, et ux

            	 	
              Carbonit
      Exploration

            	
              Township
      7 North, Range 66 West

              Sec.
      29: Part of E1⁄2

            	 	
              7/14/84

            	
              933

            	
              1854757

            	
              140.70

            	 	
              140.70

            	
              100%

            	
              78.0%

            
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 	 
      	 
      	 
      	
              5,117.717

            	 	
              5,012.770

            	 
      	 
      


    

    


    FOOTNOTES:

    


    
      	
              *

            	
              Lease
      held by production

            


    

    


    
      	
              **

            	
              Lease
      term extended to October 4, 1983 at which time the obligatory well will be
      drilled.

            


    

    


    
      
        
           


        

        
          - 36 -

          
            

          

        

        
           


        

      

    

    


    RECORDED
EXEMPTION NO.

    


    B 0993
REX 01923141 04/11/83 15:32 $30.O0 9/010

    F 0819
MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO,  CO

    


    Exhibit
"B"

    Eaton
Plant Site

    
 

    LOCATION
MAP

    Scale
1:8000

    


    
      
        
           


        

        
          - 37 -

          
            

          

        

        
           


        

      

    

    


    Exhibit
"C"

    INLET GAS
ANALYSIS

    


    EATON
PLANT

    


    
      	 
      	 
      	 
      	 
      	
              Mole
      %

            	 
      	
              GPM

            
	 	 	 	 	 	 	 
	
              Hydrogen
      Sulfide

            	 
      	
              (H2S)

            	 
      	
              0.00

            	 
      	 
      
	
              Nitrogen

            	 
      	
              (N2)

            	 
      	
              3.31

            	 
      	 
      
	
              Carbon
      Dioxide

            	 
      	
              (CO2)

            	 
      	
              1.27

            	 
      	 
      
	
              Methane

            	 
      	
              (C1)

            	 
      	
              76.77

            	 
      	 
      
	
              Ethane

            	 
      	
              (C2)

            	 
      	
              6.25

            	 
      	 
      
	
              Propane

            	 
      	
              (C3)

            	 
      	
              5.69

            	 
      	
              1.57

            
	
              Iso-Butane

            	 
      	
              (iC4)

            	 
      	
              1.00

            	 
      	
              0.32

            
	
              Normal-Butane

            	 
      	
              (nC4)

            	 
      	
              3.21

            	 
      	
              1.01

            
	
              ISO-Pentane

            	 
      	
              (iC5)

            	 
      	
              0.79

            	 
      	
              0.29

            
	
              Normal-Pentane

            	 
      	
              (nC5)

            	 
      	
              0.98

            	 
      	
              0.35

            
	
              Hexanes
      Plus

            	 
      	
              (C6+)

            	 
      	
              0.73

            	 
      	
              0.33

            
	 
      	 
      	 
      	 
      	
              100.00

            	 
      	
              3.87

            


    

    


     

     - 38
-