Exhibit
 10.2


PARTICIPATION AGREEMENT


[REDACTED]


Offshore,
Louisiana





THIS PARTICIPATION AGREEMENT, the
(“Agreement”), made effective the 1st day of July, 2008, is entered into by and
among Helis Oil & Gas
Company, L.L.C. (“Helis”), whose address is 228 St. Charles Ave., Suite
912, New Orleans, LA 70130, Houston Energy, L.P.
(“Houston”) whose address is 1415 Louisiana, Suite 2400, Houston, Texas 77002,
and Ridgewood Energy
Corporation (“Ridgewood”), whose mailing address is 11700 Old Katy Road,
Suite 280, Houston, Texas 77079, sometimes hereinafter referred to individually
in this Agreement as a “Party” and jointly as the “Parties”;





WHEREAS, Houston has licensed certain
3D seismic data in the [REDACTED] Area Offshore Louisiana and has identified an
area in [REDACTED] to have potential for producing oil and/or gas and has
designated the area as the [REDACTED] Prospect, said prospect area being
hereinafter referred to as the (“Prospect”); and





WHEREAS, Houston and Helis own rights
in and to that certain Federal Offshore oil and gas lease covering the
Prospect.  The oil and gas lease is further described in Exhibit “A”
(the “Lease”) and the area covered thereby depicted by a bold outline on the
plat attached hereto as Exhibit “B”, said exhibits attached hereto and made a
part of this Agreement for all purposes; and





WHEREAS, Houston has heretofore
committed interests in this Prospect to Helis and Red Willow Offshore, LLC
through its offshore exploration program agreement and now Ridgewood desires to
acquire an interest in the Lease and to participate with the Parties hereto in
the drilling of an initial exploratory well at the location set out herein on
the Prospectfor the
exploration and production of oil and gas according to the terms and conditions
of this Agreement;





NOW, THEREFORE, in consideration of the
foregoing recitals and premises and of the mutual covenants, agreements and
obligations herein contained, the Parties hereto do hereby agree as
follows:





ARTICLE
I: CONTRACT
AREA





The area subject to this
Agreement shall encompass all of the area, whether owned now or acquired in the
future by any of the Parties, located within the geographic boundaries of the
area depicted and outlined by a heavy line on Exhibit “B” (the “Contract Area”)
and, except as otherwise provided for herein, all operations conducted on the
Contract Area shall be governed by the terms and provisions contained in the
Joint Operating Agreement to be ratified contemporaneously herewith, the (“JOA”)
or (“Operating Agreement”). Helis has been designated as Operator with Houston,
et al as Non-Operators. The Operating Agreement shall be a covenant running with
the land and all working interest owners participating in any aspect of the
operations for drilling, completing or producing of any well on the Prospect
shall be a party to the Operating Agreement. In the event of any conflict
between the terms of this Agreement and those contained in the Operating
Agreement, the terms and provisions of this Agreement shall at all times and in
all events prevail, control and govern between the Parties hereto, with the
non-conflicting terms and provisions of the Operating Agreement continuing in
full force and effect. The presence of a term governing conduct in the Operating
Agreement and the absence of a term governing the same conduct in this Agreement
shall not constitute a conflict between the agreements.









ARTICLE
II: AREA OF MUTUAL
INTEREST (“AMI”)





The Parties hereto
establish the area encompassing all of the lands located within the geographic
boundaries of the area depicted and outlined on the attached Exhibit “B”, as an
AMI and, and unless sooner terminated by mutual agreement of the parties hereto,
this designated AMI shall remain in full force and effect for so long as any of
the Lease remains or is continued in force, whether by production, extension,
renewal, or otherwise, plus one year.





Any Party acquiring any leasehold
interest or a contractual right to earn a leasehold interest within the AMI
during the term above stated shall furnish the other Parties actual copies of
the lease, leases, or documents used in acquiring said interest, documentation
of the actual consideration paid or to be paid for said interest, and any other
document pertinent to the other Parties evaluating the acquiring Party’s
interest. The non-acquiring Parties shall have thirty (30) days or forty-eight
(48) hours in the case where a well is in the process of being drilled, tested
or completed by one or more of the Parties within the AMI, following receipt of
such notice in which to elect, as to their respective proportionate after
Production Casing Point share, as set forth and outlined in Article V hereof, to
participate in the acquired interest. Such election shall be by written response
to the acquiring Party accompanied by a check covering its share of the
acquisition costs. Failure of a Party to reply within the above-specified period
of time shall constitute an election not to participate in such
acquisition.





Any interest offered under
this provision shall be offered without any additional burdens and at the same
net revenue interest as acquired by the offering Party, except that, any
interest acquired in the AMI by any Party shall be subject to the HE&D
Burden, as hereinafter defined, and the acquiring Party of any interest in the
AMI shall promptly assign to Houston Energy, L.P, or its designee, such HE&D
Burden, if it does not already burden the interest acquired.





ARTICLE
III: HE&D
Burden





The interests of the Parties are
subject to a proportionate overriding royalty interest and back-in after payout,
the (“HE&D Burden”) in favor of HE&D Offshore, L.P. as described in this
Article III. As used herein below, “HE&D” shall refer to HE&D Offshore,
L.P. or its designees, and “Leasehold Interest” and “Lease” shall refer to the
Lease. The additional burdens are described as follows:




2




HE&D
and its assigns are entitled to the right to or have heretofore been provided an
assignment of a proportionate 4.833% overriding royalty interest applicable to
the Lease. The overriding royalty interest shall be a burden on all proceeds
received from the sale of all liquid or gaseous hydrocarbon substances produced,
saved and marketed from or attributable to the Leasehold
Interest.  Said overriding royalty interest shall be proportionately
reduced to the Party’s interest acquired and further reduced in the event the
interest shall cover and include less than the full and complete fee interest in
and to all oil, gas and hydrocarbons in, on and under the lands covered by the
Lease, or should the leasehold rights, titles and interest in the Lease fail or
terminate, in whole or in part for whatever reason, and shall be computed and
paid at the same time and in the same manner as royalties are computed and paid
to the Lessor under the terms of said Lease, except as hereinafter provided;
and





HE&D is entitled to an assignment
proportionately from each Participant of a 10% working interest after Prospect
Payout in and to the Leasehold Interest acquired by the Participants
herein.  “Prospect Payout” as used herein shall be defined as that
point in time when each Participant in the acquisition and development of the
Lease or Leasehold Interest has recouped from its share of the total value of
production from the Lease (after deduction of production taxes, excise taxes,
lessor’s royalty, existing lease burdens and HE&D’s overriding royalty) its
share of the cost of drilling, testing, completing, equipping and operating all
wells, the costs of all platforms, production facilities, pipelines, flowlines
and other equipment necessary to produce the same, any bonus, rentals or other
payments made to appropriate parties for the rights to such lease and
production, less any proceeds received for the sale of interest pursuant to this
agreement.





ARTICLE
IV: ASSUMPTION OF
OBLIGATIONS AND ASSIGNMENT OF INTEREST





By execution of this Agreement,
Ridgewood shall assume its ACP proportionate share of the rights and obligations
contained in the Lease, and shall pay its ACP proportionate share of the sunk
cost of the lease acquisition and maintenance for [REDACTED]
proportionately to the selling Parties. Ridgewood shall pay the amount of
$128,024 ($1,280,241 X 10%) to Houston and $320,060 ($1,280,241 X 25%) to Helis.
Such payments shall be made upon execution of this Agreement by wire transfer of
immediately available funds directly to Helis on behalf of Helis and Houston.
Thereafter Houston and Helis shall assign or cause to be assigned to Ridgewood
an undivided 35% interest in and to the Lease within fifteen (15) days of
receipt of the wire transfer. The proportionate net revenue applicable to the
Leasehold Interest after consideration of the burdens is 78.5%. The same
proportionate net revenue shall apply to the Ridgewood interest after payout.
Such assigned interest shall be subject to its proportionate share of existing
Lease burdens (inclusive of the HE&D Burden). The assignment shall be made
without any warranties or representations, express or implied, except that the
assignors shall warrant title to the leasehold interests assigned by, through
and under them, but not otherwise. Helis currently has the responsibilities for
lease maintenance as Operator of the Lease and shall continue for the benefit of
all the Parties.




3




Houston
and Helis, as to the interests to be assigned and conveyed hereunder, represent
that, to their knowledge:




i)
              They
      have not dedicated or committed the Lease to any gas sales or other
      marketing agreements and has not agreed to the drilling of any wells on
      the Lease, except as provided for herein;ii)
              The
      Lease is in full force and effect in accordance with the terms
      and conditions thereof;iii)
              The
      Lease is free and clear of any mortgages, liens, or encumbrances of any
      kind or character created or suffered by Houston or Helis except as to the
      HE&D Burden;iv)
              Houston and Helis
      have good right and authority to enter into this Agreement
      and to execute any assignments provided for
      herein.


ARTICLE
V:INITIAL TEST
WELL





1.
            Subject
      to permitting and rig availability, Helis, as Operator, shall use
      commercially reasonable efforts to commence or cause to be commenced by
      August 31, 2008 the drilling and completion (subject to the casing point
      election) of a well at a location on the Lease set out on the Operator’s
      Authority for Expenditure (AFE) attached hereto as Exhibit “C”, the
      “Initial Test Well”.




2.
            The
      Parties agree to bear and pay their proportionate share as set forth below
      of all the cost, risk, expense and liability of any nature whatsoever
      incurred in the drilling, testing, logging, coring and evaluating the
      Initial Test Well (including plugging and abandonment costs, if a dry
      hole) and completion (subject to the casing point election), pursuant to
      the AFE attached hereto.  By execution of this agreement, each
      party approves the AFE.




The
Initial Test Well shall be drilled pursuant to the terms of the Operating
Agreement and all cost, risk, expense and liability for the drilling of the
Initial Test Well to Production Casing Point and, if necessary, the plugging and
abandonment cost shall be shared by the Parties hereto in the following
proportions:


Helis
              
              
              35.00
              %Red Willow Offshore,
      L.L.C.
              
              
              25.00
              %Houston
              
              
              5.00
              %Ridgewood
              
              
              35.00
              %100.0000
              %


4





Production
Casing Point is defined herein as that point when the Initial Test Well has been
drilled to Contract Depth andall logging,
testing and evaluations have been conducted, and such information has been
provided to the participating parties and the Operator recommends either that
production casing be set for a completion attempt or that the well be plugged
and abandoned, and through plugging and abandonment, if no completion attempt
shall be made.





After
Prospect Payout, as hereinabove defined, HE&D, or its designee, shall be
entitled to receive from each participating Party a proportionate 10% back-in
working interest.





3.
            If
      the well provided for herein should fail to reach Contract Depth due to
      mechanical difficulties or because the well encounters excessive water
      flow, loss of circulation, excessive pressure, cavities, caprock, salt or
      salt dome material, heaving shale, or other practically impenetrable
      conditions which would, in the opinion of a prudent operator, render
      further drilling impracticable, then the Parties may, at their election,
      commence, or cause to be commenced, actual drilling of a substitute well
      at approximately the same location within sixty (60) days after
      abandonment of said well. The substitute well shall be considered and
      treated for all purposes hereof as though the same were the well for which
      it is a substitute.




4.
            All
      participating Parties or their duly authorized representatives shall be
      allowed free access to the derrick floor at their sole risk and expense
      and to any and all information, geological or otherwise, pertaining to the
      drilling of any well, substitute well and/or additional well. Prior to
      running any logging device, coring or taking any formation test or other
      similar type test, Helis shall first give all Parties notice in sufficient
      time to allow their representative to be present to witness such test.
      Helis agrees to furnish each Party all information associated with the
      drilling of the well and its operations thereof according to each Party’s
      well information sheet.





ARTICLE
VI: FORCE
MAJEURE





No Party
hereto shall be liable to any other Party, its subsidiaries or affiliates or any
person, firm, or corporation in privity with such other Party, its subsidiaries
or affiliates, for any delays or damage or any failure to act hereunder (except
for the payment of monies due) that may be occasioned or caused by reason of any
laws, rules, regulations or orders promulgated by any federal, state or local
governmental agency or any court of law or by the rules, regulations or orders
of any public body or official purporting to exercise authority or control
respecting the activities and operations contemplated herein, or due, occasioned
or caused, directly or indirectly, by strikes, action of the elements, acts of
God, weather or water conditions, inability to obtain fuel, equipment or other
critical materials, means or supplies, or any other cause beyond the reasonable
control of the non-performing Party (excluding financial distress or inability
to pay debts when due).  In the event of the occurrence of any of the
foregoing, the obligations of the non-performing Party shall be suspended during
the continuance of any such event or condition, and the time permitted for
performance under this Agreement shall be extended for a period of time equal to
the period of such suspension. Whenever a Party's obligations or right is
suspended under this Article, such Party shall immediately notify the other
Parties, give written explanation for the cause of Force Majeure relied on and
exercise reasonable best efforts to cure the cause of the Force Majeure relied
on and to resume performance.





5




ARTICLE
VII : MARKETING





The Parties intend to make arrangements with the Operator (Helis) for the
equal and ratable marketing of their share of the production from the Lease,
however, if any Party fails to take in kind or dispose of its share of the oil,
condensate or gas, then at the request of such Party, Helis will market that
Party’s share of production from the Contract Area ratably with their own
production in a manner maintaining as near as practicable a zero gas imbalance
at the end of each production month. Helis may either (a) purchase oil,
condensate or gas at Helis’ posted price or, in the absence of a posted price,
in no event less than the price prevailing in the area for oil or gas of the
same kind, gravity and quality, or (b) sell such oil, condensate or gas to
others under the same terms and conditions as Helis is selling its own share of
production (including any applicable taxes, fees and costs deducted by the
purchaser or transporter or paid to third parties for marketing arrangements and
consultation), provided that if the production is sold to an affiliate of Helis
the price received shall not be less than the price prevailing in the area for
oil or gas of the same kind, gravity and quality.  All contracts of
sale by Helis of any Party’s share of oil, condensate or gas shall be only for
such reasonable periods of time as are consistent with the minimum needs of the
industry under the circumstances, but in no event shall any contract be for a
period in excess of one (1) year.  Proceeds of all sales made by Helis
pursuant to this Section shall be paid to the Parties entitled thereto. At the
request of any Party, Helis shall disburse on behalf of such Party all burdens
common to the Parties.





ARTICLE
VIII: NOTICES





Any notice provided or permitted to be
given under this Agreement shall be in writing, and may be sent by personal
delivery or facsimile machine or by depositing same in the United States Mail,
addressed to the Party to be notified, postage prepaid, and registered or
certified with a return receipt requested. Notices deposited in the mail in the
manner hereinabove described shall be deemed to have been given and received
upon the date of delivery as shown on the return receipt (or upon the date of
attempted delivery where delivery is refused). Notice served in any other manner
shall be deemed to have been given and received only if and when actually
received by the addressee (confirmation of such receipt by confirmed facsimile
transmission being deemed receipt of communications sent by telecopy or other
facsimile means), and when delivered according to the receipt, if
hand-delivered, sent by express courier or delivery service.  For
purposes of notice, the addresses of the Parties shall be as
follows:




6











Helis Oil & Gas Company,
L.L.C.


228 St.
Charles Ave. Suite 912


New Orleans, La. 70130


Attn:  Mr. Doug St.
Clair


Telephone – 504-523-1831


Facsimile - 504-522-6486





Houston Energy, L.P.


1415
Louisiana, Suite 2400


Houston,
Texas 77002


Attn: Mr.
P. David Amend


Telephone
- 713-650-8008


Facsimile
- 713-650-8305





Ridgewood Energy
Corporation


11700 Old Katy Road, Suite
280


Houston, Texas 77079


Attn: Mr. W. Greg Tabor


Telephone – 281-293-8449


Facsimile – 281-293-7705








or at
such other address and number as a Party shall have previously designated by
written notice given to the other Parties in the manner hereinabove set
forth.





ARTICLE
      IX: GENERAL
      PROVISIONS





1. Dispute
Resolution.  Any controversy, claim or other proceeding arising out
of or relating to this Agreement, the validity, interpretation or the
enforcement of this Agreement or because of an alleged dispute, breach, default,
or misrepresentation in connection with this Agreement or the transactions
contemplated hereby shall be settled by arbitration in accordance with the
provisions set forth in the Exhibit “G” of the Operating Agreement. Each Party
to this Agreement waives any and all claims for treble, punitive or exemplary
damages arising out of or relating to this
Agreement.





2. Further Assurances.
 The Parties hereto shall, from time to time and upon reasonable request,
execute, acknowledge, and deliver, or cause to be executed, acknowledged, and
delivered, such instruments, and take such other action, as may be necessary or
advisable, to carry out their respective obligations under this
Agreement.





3.           Assignment of
Agreement.  No Party shall assign this Agreement or any of its
rights or obligations under this Agreement without obtaining the prior written
consent of the other Parties, which consent shall not be unreasonably
withheld.





7


4. Compliance with Laws and
Regulations.  This Agreement, and all operations conducted by
the Parties pursuant to this Agreement, are expressly subject to and shall
comply with all laws, orders, rules, and regulations of any federal, state, or
local governmental authority having jurisdiction.  No Party shall
suffer forfeiture or be liable in damages for failure to comply with any of the
provisions of this Agreement if such compliance is prevented or if such failure
results from compliance with any applicable law, order, rule, or
regulation.





5. Applicable
Law.  THE PROVISIONS OF THIS AGREEMENT AND THE RELATIONSHIP OF
THE PARTIES SHALL BE GOVERNED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE
OF LOUISIANA WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAWS.





6.           Severance of Invalid
Provisions.  In case of a conflict between the provisions of
this Agreement and the provisions of any applicable laws or regulations, the
provisions of the laws or regulations shall govern over the provisions of this
Agreement. If, for any reason and for so long as, any clause or provision of
this Agreement is held by a court of competent jurisdiction to be illegal,
invalid, unenforceable, or unconscionable under any present or future law (or
interpretation thereof), the remainder of this Agreement shall not be affected
by such illegality or invalidity. Any such invalid provision shall be deemed
severed from this Agreement as if this Agreement had been executed with the
invalid provision eliminated. The surviving provisions of this Agreement shall
remain in full force and effect unless the removal of the invalid provision
destroys the legitimate purposes of this Agreement, in which event this
Agreement shall be null and void. The Parties shall negotiate in good faith for
any required modifications to this Agreement.





7. Construction and
Interpretation.  The interpretation and construction of the
terms of this Agreement will be governed by the following
conventions:
  (i)
                Headings
      for Convenience: All captions, numbering sequences, paragraph headings,
      and punctuation used in this Agreement are inserted for convenience only
      and shall in no way define, limit, or describe the scope or intent of this
      Agreement or any part thereof.(ii)
                Gender
      and Number: The use of pronouns in whatever gender or number shall be
      deemed to be a proper reference to the Parties to this Agreement though
      the Parties may be business entities or groups thereof. Any necessary
      grammatical changes required to make the provisions of this Agreement
      refer to the correct gender or number shall in all instances be assumed as
      though each case was fully expressed.(iii)
                Independent
      Representation: Each Party has had the benefit of independent legal
      representation with respect to this Agreement. This Agreement, though
      drawn by one Party, shall be construed fairly and reasonably and not more
      strictly against one Party than the
other.





8
  (iv)
                Integrated Agreement: This Agreement, and the Exhibits attached and
      incorporated herein, contain the entire agreement of the Parties with
      respect to the subject matter of this contract. There are no
      representations, warranties, or promises; oral or written, express or
      implied, between the Parties other than those included in this Agreement
      and the Exhibits hereto. Each of the Parties acknowledges that the other
      Party has made no promise, representation, or warranty that is not
      expressly stated or incorporated in this Agreement or the Exhibits hereto.
      This Agreement shall not be modified or changed (nor any provision of this
      Agreement waived) except by a written amendment signed by all Parties.
      This Agreement is the entire agreement as to all of the performances to be
      rendered under it, and breach of any provision shall constitute a breach
      of the entire Agreement. A waiver of any breach or failure to enforce any
      of the terms or conditions of this Agreement shall not in any way affect,
      limit, or waive a Party's rights under this Agreement at any time to
      enforce strict compliance thereafter with every term or condition of this
      Agreement.


8. Binding Effect: The
terms and provisions of this Agreement shall inure to the benefit of, and shall
be binding upon, the Parties, their respective successors and permitted assigns.
The Parties agree to execute such other instruments as may be necessary to carry
out or make effective the terms and provisions of this
Agreement.





9.  Relationship of the
Parties: The rights and obligations of the Parties hereunder shall be
individual, separate, and several and not joint and collective. It is expressly
agreed that The Parties do not intend to create, and it is not the purpose or
intention of this Agreement to create, and this Agreement shall never be
construed as creating, a joint venture, mining partnership, or other
relationship whereby any Party will be liable for the acts, either of omission
or commission, of any other Party hereto. Each of the Parties hereby elects to
have the Secretary of the Treasury of the United States, or his delegate,
exclude all operations provided for in this agreement from the application of
any of the provisions of Subtitle A, Chapter 1, Sub-chapter K of the Internal
Revenue Code of 1986 as amended, and, further each of such parties authorize the
operator of the well hereunder to file with the Internal Revenue Service such
documents, statements and copies of this agreement, as may be necessary or
desirable to effect such exclusions of the Internal Revenue Code of 1986, as
amended.





10.        
Counterpart
Execution: This Agreement may be executed by signing the original or
a counterpart thereof.  If this Agreement is executed in counterparts,
all counterparts taken together shall have the same effect as if all Parties had
signed the same agreement, but no Party shall be bound to this Agreement unless
and until all Parties have executed a counterpart or the original.




9





IN WITNESS WHEREOF, the Parties have
executed or caused the Agreement to be executed as of the day and year first
above written.














The remainder of this page
intentionally left blank.














10





SIGNATURE
PAGE




to
Participation Agreement covering [REDACTED] dated effective July 1, 2008, by and
between Helis Oil & Gas Company, L.L.C., Houston Energy, L.P., and Ridgewood
Energy Corporation







Helis Oil & Gas Company,
      L.L.C.
                
                Houston Energy,
      L.P.By:
                Helis Energy, Inc.,
      Manager
                
                By:
                Sewanee Investments,
      LLC,Its General
      Partner
 By:
                Doug St.
      Clair
                
                By:
                P. David
    AmendLandman
                
                
                Vice President -
      LandDate:
                
                
                Date:











Ridgewood Energy
      CorporationBy:
              W. Greg
    TaborExecutive Vice
      PresidentDate:

















11




Exhibit
“A”





to
Participation Agreement covering [REDACTED] dated effective July 1, 2008, by and
between Helis Oil & Gas Company, L.L.C., Houston Energy, L.P., and Ridgewood
Energy Corporation

















Oil and Gas Lease subject to
this Agreement:








Oil and
Gas Lease of Submerged Lands bearing serial number [REDACTED] dated effective
May 1, 2004, between the United States of America, as Lessor, and Helis Oil
& Gas Company, L.L.C., et al, as Lessee, covering all of
[REDACTED].











END OF
EXHIBIT




















12




Exhibit
“B”





to
Participation Agreement covering [REDACTED] dated effective July 1, 2008, by and
between Helis Oil & Gas Company, L.L.C., Houston Energy, L.P., and Ridgewood
Energy Corporation





Plat of
AMI and Contract Area


[REDACTED]





[REDACTED]




















13




Exhibit
“C”





to
Participation Agreement covering [REDACTED] dated effective July 1, 2008, by and
between Helis Oil & Gas Company, L.L.C., Houston Energy, L.P., and Ridgewood
Energy Corporation





AFE





















14