Exhibit
      10.1

    


    AGREEMENT
      FOR ACUIQSITION OF OIL AND GAS LEASEHOLDS

    


    THIS
      AGREEMENT is executed this 10th
      day of
      November, 2004 by CONQUEST EXPLORATION COMPANY, LLC (“Conquest”), an Oklahoma
      limited liability company, whose mailing address is 3140 West Britton Road,
      Suite 203, Oklahoma City, Oklahoma 73120, and DAVID FARMER (“Farmer”) whose
      mailing address is 132 Rancho Del Mar, Aptos, California 95003 and CHARLES
      VOLK,
      JR. (“Volk”) whose mailing address is 15 Elm Street, Kentfield, California 94904
      and OSAGE ENERGY CO., LLC, an Oklahoma limited liability company whose mailing
      address is 132 Rancho Del Mar, Aptos, California 95003.

    


    Recitals

    


    
      	(a)  	
              The
                oil and gas leasehold working interests which are the subject of
                this
                Agreement (“the Subject Interests”) are described as follows, with all
                lands being located in Township 21 North, Range 10 East, Osage County,
                Oklahoma, to wit:

            


    

    


    Osage
      Lease dated July 21, 1999 covering SE/4 of Section 30 being B.I.A. Contract
      No.
      17700

    Osage
      Lease dated July 21, 1999 covering NE/4 of Section 31 being B.I.A. Contract
      No.
      17701

    Osage
      Lease dated July 21, 1999 covering NW/4 of Section 31 being B.I.A. Contract
      No.
      17702

    


    The
      working interest owned by Conquest in the above described oil and gas leases
      entitled it to a proportionate 81.25% of net interest in production from the
      leased premises.

    


    In
      addition to the oil and gas leases described above, the Subject Interests
      include the following oil and gas wells together with all surface and
      sub-surface, personal property, equipment and fixtures located thereon,
      appurtenant thereto or used or obtained in connection therewith, said wells
      being described as follows:

    


    Osage
      Nos. 1,2,3,4,5,6,7,8 and 10 wells, located in the SE/4 of Section
      30

    Hopper
      Nos. 1,2,3,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18 and 19 wells, 

    located
      in the N/2 of Section 31

    


    
      	(b)  	
              Prior
                to the acquisition of any portion of the Subject Interest by Farmer
                and
                Volk, Conquest owned an undivided 93.75% of the Subject Interest.
                (The
                remaining 6.25% of the Subject Interests is owned by Esso Oil of
                Oklahoma,
                Inc.)

            


    

    


    
      	(c)  	
              Heretofore,
                Conquest, for good and valuable consideration, sold to Farmer an
                undivided
                12.5% interest in the Subject Interests. Conquest, however, has not
                executed and delivered to Farmer an assignment of his 12.5% interest
                in
                the Subject Interests.

            


    

    


    
      	(d)  	
              Heretofore,
                Conquest, for good and valuable consideration, sold to Volk an undivided
                1.5% interest in the Subject Interests. Conquest, however, has not
                executed and delivered to Volk an assignment of his 1.5% interest
                in the
                Subject Interests.

            


    

    


    
      	(e)  	
              Osage
                desires to purchase from Conquest and Conquest desires to sell to
                Osage
                the remaining undivided 79.75% of the Subject
                Interests.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(f)  	
              The
                purpose of this Agreement is to provide for the manner and method
                and
                terms and conditions by which (i) Conquest will assign the 12.5%
                interest
                in the Subject Interests heretofore sold to Farmer, (ii) Conquest
                will
                assign the 1.5% interest in the Subject Interests heretofore sold
                to Volk,
                and (iii) Conquest will sell and assign to Osage an undivided 79.75%
                of
                the Subject Interests. 

            


    

     

    
      	(g)  	
              It
                is the intent of the parties that following the consummation of this
                Agreement, Osage will own 93.75% of the Subject Interests, as of
                the
                Effective Date.

            


    

     

    Agreement

     

    
      	1.  	
              Effective
                Dates of Transfers.

            


    

    
      	 	 


    

    
      	a.  	
              As
                record title to an undivided 93.75% of the Subject Interests is vested
                in
                Conquest, and as Farmer and Volk are entitled to a specific undivided
                interests in the Subject Interests, Farmer and Volk hereby nominates
                and
                appoint Osage to be the assignee of their interests from and after
                October
                1, 2004 (“the Effective Date”) but with Conquest’s assignment to Farmer
                and Volk to be for a limited term beginning January 1, 2004 and ending
                on
                October 1, 2004.

            


    

    
      	 	 


    

    
      	b.  	
              The
                remaining interests owned by Conquest in the Subject Interests, being
                an
                undivided 88% shall be assigned by Conquest to Osage as of the Effective
                Date.

            


    

    


    
      	2.  	
              Purchase
                Price.

            


    

    
      	 	 


    

    
      	a.  	
              The
                purchase prices for the transfer by Conquest to Farmer and Volk have
                been
                paid in full to Conquest. The total purchase price for the transfer
                by
                Conquest to Osage shall be $51,000.00 (“Purchase Price”), payable by Osage
                to Conquest as follows:

            


    

    
      	 	 


    

    
      	i.  	
              At
                Closing (as that term is defined below), Osage shall pay Conquest
                the sum
                of $25,000.00 (“Initial
                Installment”).

            


    

    
      	 	 


    

    
      	ii.  	
              The
                balance of $26,000.00 shall be paid by Osage to Conquest in thirteen
                (13)
                monthly installments of $2,000.00 each, with the first monthly installment
                to be paid on or before the 1st
                day of the calendar month next following Closing, and with the remaining
                twelve (12) installments to be paid on or before the 1st
                day of each calendar month thereafter, with the final installment
                to be
                paid on or before the 1st
                day of the 13th
                calendar month next following
                Closing.

            


    

    


    
      	3.  	
              Representations
                and Warranties of Conquest.

            


    

    
      	 	 


    

    
      	a.  	
              Organization
                and Authorization.
                Conquest represents that it is a duly qualified limited liability
                company
                organized and in good standing under the laws of the State of Oklahoma;
                that the sale of the Subject Interests by Conquest to Osage will
                not
                violate any organizational documents or other agreements to which
                Conquest
                is subject; that the execution of this Agreement and consummation
                of the
                sale is property authorized by all required company, owner and member
                action; and this Agreement and the closing documents are being and
                will be
                duly executed and will constitute valid and binding obligations of
                Conquest.

            


    

    
      	 	 


    

    
      	b.  	
              Title
                Warranties.
                Conquest covenants and warrants to Osage as
                follows:

            


    

    
    

    

      
        	 	
                i.

              	
                Conquest
                  has good and marketable title to an undivided 79.75% of the Subject
                  Interests, free and clear of all liens (including tax liens), claims,
                  mortgages and encumbrances;

              


      

      
        	 	 	 


        	 	
                ii.

              	
                That
                  the oil and gas leases which created Conquest’s working interest in the
                  Subject Interests are valid and
                  subsisting;

              


      

      
        	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                iii.

              	
                That
                  none of Conquest’s oil and gas leases contain express provisions for
                  drilling additional wells and that Conquest has not been advised
                  by any
                  lessor or other party of any default under a lease or of requirements
                  or
                  demands to drill additional wells;

              


      

      
        	 	 	 


      

      
        	 	
                iv.

              	
                That
                  all royalties, rentals and other payments under the leases have
                  been
                  property and timely paid and that all conditions necessary to keep
                  the
                  leases in force have been fully
                  performed;

              


      

      
        	 	 	 


        	 	
                v.

              	
                That
                  the interest being purchased with entitle Osage to receive an undivided
                  93.75% of the working interest in the lands covered by the Subject
                  Interests and that said working interest will entitle Osage to
                  an
                  undivided 76.17187% net revenue interest in said land;
                  and

              


        	 	 	 


        	 	vi. 	 That there is no pending or threatened
                litigation or any causes of action or defaults under agreements that
                could
                result in impairment or loss of title or hinder operation of the
                Subject
                Interests.


      

       

    

    
      	c.  	
              Economic
                Warranties.
                Conquest covenants and warrants to Osage as
                follows:

            


    

    
      	 	 


      	i.  	
              That
                the Subject Interests are not subject to any gas sales contracts
                or
                processing agreements or calls on
                production;

            


    

    
      	 	 


      	ii.  	
              That
                there are no brokers’ or finders’ fee arrangements connected with the sale
                of the Subject Interests by Conquest to Osage for which Osage could
                have
                liability;

            


    

    
      	 	 


      	iii.  	
              That
                Conquest is being paid for production from the Subject Interests
                in
                accordance with the normal practice of the production purchaser and
                that
                the production proceeds are not being held in suspense or being paid
                pursuant to an unusual type of
                indemnity;

            


    

    
      	 	 


      	iv.  	
              That
                all costs and expenses incurred in connection with the development
                and
                operation of the Subject Interest have been paid and that there are
                no
                liens of any nature encumbering the Subject
                Interests;

            


    

    
      	 	 


      	v.  	
              That
                all surfaces and sub-surfaces, personal property, equipment and fixtures
                in or on the Subjects Interests and used in connection with the producing
                and operating of the Subject Interests have been maintained in good
                state
                or repair adequate for all normal operations and they are in good
                working
                order in all material respects.

            


    

    


    
      	d.  	
              Governmental
                Compliance Warranties.

            


    

    
      	 	 


      	i.  	
              Conquest
                is in compliance with all applicable tribal, state and federal laws,
                rules, orders and regulations governing the ownership, production
                and
                operation of the Subject Interests.

            


    

    
      	 	 


      	ii.  	
              Conquest
                knows of no environmental or pollution claims or potential claims
                related
                to the Subject Interests nor is Conquest the subject of any complaints
                or
                demands voiced by tribal, state or federal authorities having jurisdiction
                over the Subject Interests.

            


    

     

    
      	4.  	
              Representations
                and Warranties of Osage.

            


    

    
      	 	 


      	a.  	
              Organization
                and Authorization.
                Osage represents that it is a duly qualified limited liability company
                organized and in good standing under the laws of the State of Oklahoma;
                that the purchase of the Subject Interests by Osage from Conquest
                will not
                violate any organizational documents or other agreements to which
                Conquest
                is subject; that the execution of this Agreement and consummation
                of the
                purchase is property authorized by all required company, owner and
                member
                action; and this Agreement and the closing documents are being and
                will be
                duly executed and will constitute valid and binding obligations of
                Osage.

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	b.  	
              No
                Public Distribution.
                Osage is purchasing the Subject Interests for investment purposes
                only and
                not with a view to further
                distribution.

            


    

     

    
      	c.  	
              Broker
                and Finders Fees.
                There are no brokers’ or finders’ fees arrangements connected with the
                sale of the Subject Interests by Conquest to Osage for which Conquest
                could have liability. 

            


    

    


    
      	5.  	
              Covenants.

            


    

    
      	 	 


      	a.  	
              Access
                to Conquest Files. Conquest
                shall give Osage full access to all of Conquest’s files that might be
                relevant to a due diligence review. Such access shall include, but
                shall
                not be limited to, all land, title, geological, engineering, production
                and operating files, reports, maps and
                data.

            


    

    
      	 	 


      	b.  	
              Interim
                Operations.
                Conquest, at its expense and risk, shall continue to produce and
                operate
                the Subject interests in accordance with applicable laws, rules and
                regulations and in a good and workmanlike manner through Closing,
                notwithstanding the fact that the Effective Date of the sale precedes
                the
                Closing. Provided, however, if the sale closes and Osage becomes
                the owner
                of the Subject Interests, Osage shall reimburse Conquest for all
                actual
                and reasonable costs and expenses incurred by Conquest in producing
                and
                operating the Subject Interests between the Effective Date and Closing.
                Provided, further, Conquest shall advise Osage of any material operations
                which are proposed by Conquest between the Effective Date and Closing
                and
                Osage must give its consent before any such operations are conducted.
                Provided, further, Conquest may conduct emergency operations without
                the
                consent of Osage.

            


    

    
      	 	 


      	c.  	
              Preferential
                Rights and Non-Government Consents. Conquest covenants that to its
                knowledge non non-governmental or non-tribal entity or individual
                owns a
                preferential right to purchase all or any portion of the Subject
                Interests
                as a result of the sale covered by this Agreement. And, Conquest,
                covenants that to its knowledge, the written consent of the sale
                covered
                by this Agreement is not required by any non-governmental or non-tribal
                entity or individual. If, as a result of Osage’s title review, as set for
                the below, it is discovered that a non-governmental or non-tribal
                entity
                or individual does own a preferential right to purchase or is required
                to
                give its consent to all or any portion of the sale covered by this
                Agreement, both Conquest and Osage shall use due diligence to obtain
                waivers of any preferential right to purchase and consents to the
                sale as
                required. Osage shall assume direct responsibility for sending out
                notices
                and following up with the parties involved to obtain such waivers
                and
                consents as may be required. The exercise of any preferential right
                to
                purchase or the failure to obtain a required consent, shall be considered
                a title defect and dealt with under the title review procedures set
                for
                the below.

            


    

    


    
      	6.  	
              Title
                Review Procedures.

            


    

    
      	a.  	
              Title
                Opinions.
                In
                addition to affording Osage full access to Conquest’s title materials and
                files, as required in Paragraph 5(a) above, Conquest shall furnish
                Osage
                with copies of all attorneys’ title opinions which Conquest has in its
                possession, including drilling opinions and division order opinions
                covering all or any portions of the lands included in the Subject
                Interests. Osage, at its expense, shall be responsible for obtaining
                all
                supplemental abstracts which it deems pertinent for its attorneys
                to
                render its current title opinions covering said lands. In lieu of
                supplemental abstracts, Osage may cause its attorneys to examine
                the land
                records maintained in the office of the County Clerk of Osage County
                as
                well as the records of the Osage Tribe and United State Secretary
                of
                Interior relating to the same lands in order to render Osage the
                necessary
                current title opinions. 

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	b.  	
              Osage
                to Submit Summary of Title Defects.
                On or before 30 days from the date that the last party to this Agreement
                has executed this Agreement, as evidenced by the dates preceding
                their
                signatures, Osage shall furnish Conquest with a written summary of
                all
                title defects which Osage’s examination of Conquest’s files and title has
                reflected. No matter shall be considered a title defect unless it
                would
                constitute a breach of Conquest’s warranties and covenants set for the in
                Paragraphs 3(a), 3(b), 3(c), 3(d) or 5(c) above. Separate written
                title
                defects may be furnished by Osage to Conquest so long as all have
                been
                submitted on or before the expiration of said 30 day period.
                

            


    

    
      	 	 


      	c.  	
              Curing
                of Title by Conquest.
                Conquest shall have 760 days following the date that the last party
                has
                executed this Agreement to cure all title defects contained in the
                written
                summaries of title defects submitted by Osage to
                Conquest.

            


    

    
      	 	 


      	d.  	
              Consequence
                of Failure to Cure Title Defects.
                In the event all title defects have not been cured pursuant to the
                procedures outlined in Paragraphs 6(a), 6(b) and 6(c) and, in that
                connection, time shall be of the essence - Osage shall advise Conquest,
                in
                writing, on or before 65 days following the date that the last party
                has
                executed this Agreement that either (a) Osage is voiding this Agreement
                in
                which case neither Osage nor Conquest shall have any further obligation
                to
                the other or (b) Osage is accepting Conquest’s title to the Subject
                Interests in which case it will rely upon Conquest’s warranties and
                covenants as set forth in Paragraph 3(a) through 3(d) and 5(c), which
                warranties and covenants, in every event, shall survive the Closing. In
                the event Osage fails to advise Conquest, within the time provided,
                that
                Osage is voiding the Agreement - and time shall be of the essence
                - Osage
                shall be deemed to have elected option (b) and the parties shall
                proceed
                to Closing.

            


    

    


    
      	7.  	
              Preclosing
                Adjustments.
                Prior to Closing, conquest and Osage shall make every reasonable
                effort to
                agree on the following adjustments which, at closing, will be made
                to the
                initial installment.

            


    

    
      	 	 


      	a.  	
              Post
                Effective Date Operating Costs.
                Immediately prior to Closing, Conquest shall furnish Osage with a
                written
                accounting of all reasonable and actual costs expended by Conquest
                in
                operating and producing the Subject Interests between the Effective
                Date
                and the date of Closing (“Post Effective Date Operating Costs”). An
                undivided 93.75% of such costs, at Closing, shall be added to the
                Initial
                Installment. If the parties cannot reach agreement as to such costs,
                at
                Closing, such costs shall be estimated, but in every event, Conquest
                and
                Osage shall agree and account to each other for such costs no later
                than
                60 days following Closing.

            


    

    
      	 	 


      	b.  	
              Post
                Effective Date Oil in Storage.
                Conquest and Osage shall estimate and agree upon the amount of any
                crude
                oil in storage which was produced prior to the Effective Date and
                which
                was attributable to the net interest in production which Osage is
                acquiring from Conquest (“Post Effective Date Oil in Storage”). At
                Closing, the amount of the Initial Installment shall be increased
                by
                76.17187% of the market value of the amount of the Post Effective
                Date Oil
                in Storage. (In the event conquest and Osage cannot agree as to the
                Post
                Effective Date Oil in Storage, the dispute shall be resolved by the
                majority vote of the three disinterested parties, one party to be
                a
                representative of the purchaser of production, one to be Conquest’s pumper
                for the wells in question, and one to be a petroleum engineer to
                be agreed
                upon by Conquest and Osage.)

            


    

    
      	 	 


      	c.  	
              Post
                Effective Date Revenues.
                Immediately prior to Closing, Conquest shall furnish Osage with a
                written
                accounting of all revenues received by Conquest attributable to oil
                and
                gas produced between the Effective Date and the date of Closing.
                At
                Closing, the Initial Installment shall be reduced by 76.17187% of
                the
                amount of such revenues which are attributable to the net revenue
                interest
                in the Subject Interests which Osage is purchasing from Conquest
                (“Post
                Effective Date Revenues”). 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	8.  	
              Closing.
                If
                all title defects are timely cured or is Osage has accepted Conquest’s
                title to the Subject Interests, or is deemed to have accepted Conquest’s
                title, all pursuant to Paragraph 6(d) above, Closing shall take place
                at a
                mutually agreed time and place on or before 70 days after the last
                party
                has executed this Agreement. At Closing, the following shall
                occur:

            


    

    
      	 	 


      	a.  	
              Purchase
                Price and Adjustment.
                Osage shall deliver to Conquest Osage’s valid check in the amount of the
                Initial Installment ($25,000) plus the Post Effect Date Operating
                Costs,
                plus the market value of the Post Effective Date Oil in Storage,
                less the
                Post Effective Date Revenues. (In the event the State of Oklahoma
                gross
                production taxes were not deducted by the purchaser of production
                in its
                payment to Conquest, Conquest shall be responsible for all state
                gross
                production taxes levied against the Post Effective Date Revenues.
                Conquest
                hereby holds Osage harmless from any liability for such taxes. In
                this
                connection, Conquest hereby holds Osage harmless from any liability
                for
                state gross production taxes levied on production occurring prior
                to the
                Effective Date.)

            


    

    
      	 	 


      	b.  	
              Assignment
                to Osage, Farmer and Volk.
                Conquest shall execute and deliver to Osage, in forms acceptable
                to both
                parties and to the Osage Nation and to the United States Secretary
                of
                Interior, assignments of oil and gas leases and bills of sale whereby
                Conquest assigns and conveys to Osage an undivided 93.75% of the
                Subject
                Interests, as of the Effective Date. Also, Conquest shall execute
                and
                deliver to Farmer (undivided 12.5%) and to Volk (undivided 1.5%),
                in forms
                acceptable to Conquest, Farmer and Volk and to the Osage Nation and
                to the
                United States Secretary of Interior, assignments covering the undivided
                percentages in the Subject Interests set out after their names above,
                said
                assignments to be for a limited term beginning January 1, 2004, and
                ending
                October 1, 2004.

            


    

    
      	 	 


      	c.  	
              Transfer
                Orders or letters in Lieu.
                Conquest and Osage shall execute such transfer orders or letters
                in lieu
                in form acceptable to all purchasers of production from the Subject
                Interests, transferring all rights in future production attributable
                to
                the Subject Interests to Osage as of the Effective Date. (Osage is
                advised
                that income attributable to Conquest’s interest in the Subject Interests
                is being paid to Conquest’s predecessor in interest, Esso Oil of Oklahoma
                (“Esso”). If this is the case, Conquest will be responsible for obtaining
                transfer orders or letters in lieu signed by Esso so that all income
                attributable to the 93.75% interest in the Subject Interests is
                transferred to Osage as of the Effective
                Date.

            


    

    
      	 	 


      	d.  	
              Regulatory
                Forms.
                Conquest and Osage shall execute such forms required by the Oklahoma
                Corporation Commission, the Osage Nation and the United States Secretary
                of Interior transferring to Osage all rights and obligations as the
                designated operator of the Subject Interests. Osage is also advised
                that
                the record operator may still be Esso. If this is the case, Conquest
                shall
                be responsible for obtaining the signature of Esso on all required
                forms,
                to the end that Osage shall become the record operator as of the
                Effective
                Date.

            


    

    
      	 	 


    

    
      	e.  	
              Sales
                Taxes.
                Osage shall pay to Conquest and Conquest agrees, then, to pay same
                over to
                the Oklahoma Tax Commission the sales tax property due and owing
                on the
                sale by Conquest to Osage. In this connection, of the total purchase
                price, Conquest and Osage agree that the amount attributable to the
                tangible personal property, i.e. the surface and the sub-surface,
                personal
                property and equipment included in the sale of the Subject Interest
                to
                Osage is $10,000.00 and it is that amount upon which the sales tax
                is
                properly levied. Conquest agrees that it shall pay said collected
                sales
                tax to the Oklahoma Tax Commission. Should the Oklahoma Tax Commission,
                ultimately, dispute the allocation made herein of the total sales
                price to
                the personal property and equipment, and should such dispute result
                in a
                larger assessment of sales tax, Osage agrees to pay over any amount
                of
                such additional sales tax levied.

            


    

    
      	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	9.  	
              Post
                Closing Obligations.

            


    

    
      	 	 


      	a.  	
              Mutual
                Environmental Indemnities.
                Following Closing, Conquest shall be deemed to have indemnified Osage
                and
                hold Osage harmless against all claims, costs and liabilities relating
                to
                asserted environmental damages that arise prior to the Effective
                Date.
                Osage shall be deemed to have indemnified Conquest and to hold Conquest
                harmless against all claims, costs and liabilities relating to asserted
                environmental damages that arise after the Effective
                Date.

            


    

    
      	 	 


      	b.  	
              Representation
                and Warranties.
                The representations, warranties and covenants of Conquest set out
                in
                Paragraph 3(a), 3(b) 3(c) 3(d) and 5(c) and the representation and
                warranties of Osage set out in Paragraphs 4(a), 4(b) and 4(c) shall
                survive Closing and shall be binding upon and shall inure to the
                benefit
                of Conquest and Osage, their successors and
                assigns.

            


    

    
      	 	 


      	c.  	
              Post
                Closing Receipt of Revenues.
                In the event Conquest receives any proceeds after Closing which are
                attributable to Post Effective Date Production, said proceeds shall
                be
                paid, immediately, by Conquest to
                Osage.

            


    

    
      	 	 


      	d.  	
              Tribal
                and Governmental Approvals of Assignments.
                Conquest and Osage - with Osage taking the lead - shall cooperate
                fully in
                obtaining all required approvals from the United States Secretary
                of
                Interior and from the Osage Nation to the assignments by Conquest
                to
                Osage. Until such approval is obtained, Conquest may continue to
                receive
                notices from the Osage Nation or the Secretary of the Interior on
                such
                matters as rentals due and lease terminations. Accordingly, Conquest
                immediately shall forward all notices or other communications which
                it
                receives relating to the Subject Interests to Osage. Conquest agrees
                to
                cooperate fully with Osage in taking all actions necessary to keep
                the oil
                and gas leases in full force and effect. In the event prior assignments
                of
                the Subjects Interest have not been approved, including the Assignment
                and
                Bill of Sale dated February 1, 2003, by Esso to Conquest, Conquest
                shall
                be responsible for obtaining all required approvals from the United
                States
                Secretary of Interior and from the Osage Nation to all such prior
                assignments.

            


    

    


    
      	10.  	
              Successors
                and Assigns.
                This Agreement shall be binding upon and shall inure to the benefit
                of the
                respective heirs, devisees, personal representatives, trustees, successors
                and assigns, immediate and remote, of Conquest, Farmer, Volk and
                Osage.
                

            


    

    


    
      	11.  	
              Counterpart
                Copies. This
                Agreement may be executed by each signatory party in individual
                counterpart copies and the Agreement shall be binding upon the signatory
                parties to the same effect as if each one has signed the same, original
                copy. Provided, however, this Agreement shall not be binding upon
                the
                parties unless and until all four parties have executed a counterpart
                copy
                and unless and until individually signed counterpart copies have
                been
                delivered to all of the
                parties.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DATED
      as
      of the day, month and year first shown above, but executed by each party on
      the
      date shown over its or his signature below.

    


    


    Signed
      this ___ day of _____, 2004

    


    CONQUEST
      EXPLORATION COMPANY, LLC

    
 

    By:
      

    
      
        

      

    

    Owner
      and
      Manager

    


     

    Signed
      this ___ day of _____, 2004

     

    
      By:
        

      
        
          

        

      

      DAVID
        FARMER


    

    
 

    Signed
      this ___ day of _____, 2004

    


    
      By:
        

      
        
          

        

      

      CHARLES
        VOLK, JR.


    

    


    Signed
      this ___ day of _____, 2004

    
 

    OSAGE
      ENERGY CO., LLC

     

     

    
      By:
        

      
        
          

        

      

      Owner
        and
        Manager