[ LOGO Rife Energy Operating, Inc.]

Rife Energy Operating, Inc.
5416 Birchman Ave. Fort Worth, TX 76107
Phone: (817) 732-8739 Fax: (817) 732-9762



April 25, 2006

 Mr. Ted Kozub
Chief Executive Officer Nitro
Petroleum, Inc.

Re: Deposit payment on Big Giant Drilling Rig # 2

Dear Mr. Kozub:

Please be advised this correspondence confirms that Nitro Petroleum will wire to
our account,  $250,000 USD for the purpose of advancing  monies  towards  future
working  interests in Barnett Shale wells. To date,  Nitro  Petroleum,  Inc. has
advanced  $500,000 and with this  payment,  Nitro will have  advanced a total of
$750,000.

This  correspondence  shall confirm our offer of a guarantee from Rife Energy in
the amount of $750,000,  which will be converted to working interests in Barnett
Shale wells  drilled and  operated by Rife  Energy.  The  conversion  of the two
advances  to  working  interests  in  Barnett  Shale  wells will be based on the
following:


 1. Inglish 4 - 10% - $150,000    4. Powell 4 - 10% - $150,000
 2. Inglish 5 - 10% - $150,000    5. Craig-Muncaster 6 - 5% - $75,000
 3. Powell 3  - 10% - $150,000    6. Craig-Muncaster 7 - 5% - $75,000

Please keep in mind that the above referenced carried interests will
not be  applied to the  current  three  wells  that you were sent  participation
letters and AFE's on April 11, 2006  (CraigMuncaster  4,  Craig-Muncaster  5 and
Inglish 3).  Thereafter,  we will begin to apply the above  referenced  funds to
above referenced well participations.

We are scheduled to  have these wells  spudded prior to July 31, 2006,  and will
have the participation  letters and AFE's forwarded upon their completion in the
coming weeks.

Thank you for your attempt to assist us in financing, we would like to get these
funds wired as soon as possible - it would help us out greatly.


Best regards,


\s\ Joe Bennett
-----------------------
Joe Bennett
President

  Cc: Mark Zouvas, M.O. Rife III

<page>

HOLMES                                         1880-1066 West Hastings Street
& COMPANY                                      Vancouver, B.C., Canada V6E 3X1
Barristers & Solicitors                        Telephone: (604)688-7861
Personal Law Corporations                      Fax: (604)688-0426

File No.: 10053-000
Reply to: S.D. Holmes
E-mail: sdh@holmescompany.com


                                 April 27, 2006

  VIA FAX - 1-817-732-8762

Reo Energy, Ltd. and
Rife Energy Operating, Inc.
5416 Birchman Avenue Fort Worth, Texas
U.S.A. 76107


Attention: Mr. Joe Bill Bennett and Mr. Mark S. Zouvas
------------------------------------------------------

 Dear Sirs:
                 Re: Nitro Petroleum, Incorporated ("Nitro")
                 -------------------------------------------

                We confirm that we shall be wiring the sum of  $250,000.00  (US)
to Reo Energy,  Ltd. on behalf of Nitro.  In that  regard,  we confirm  that the
funds are being  transferred  to Reo  Energy,  Ltd.  in trust  pursuant  to your
agreement that Rife Energy Operating, Inc. and/or Reo Energy,  Ltd. will deliver
a 10%  working  interest in the next five (5) consecutive wells  drilled in the
Barnett Shale as full consideration for the $750,000.00  (US) advanced by Nitro.
The delivery of these  working  interests  shall  take  place no later  than
August 30,  2006. Failure to deliver said wells will result in the full amount
of $750,000.00 (US) paid by Nitro being  immediately  repaid to Nitro  including
8% annual  interest from the date of each advance

                We ask that you confirm the above trust conditions prior to  our
wiring the sum of  $250,000.00  (US) by executing  below and returning a copy of
this letter to our offices immediately.

                                Yours very truly,

                                HOLMES & COMPANY

                                Per:/s/
                                    --------------------------
                                    Stephen D. Holmes
SDH/bd


RIFE ENERGY OPERATING, INC. AND REO ENERGY, LTD. AGREE TO THE ABOVE TRUST
CONDITIONS. DATED THIS ___________ OF APRIL, 2006.

REO ENERGY, LTD. AND RIFE ENERGY OPERATING INC.



PER: /s/ Joe Bill Bennett               PER: /s/ Mark Zouvas
    ---------------------                  -------------------------
     JOE BILL  BENNETT                  MARK S. ZOUVAS