CONVEYANCE
      OF OVERRIDING ROYALTY INTEREST

     

    For
      a
      good and valuable consideration, the receipt of which is hereby acknowledged,
      Sonterra Resources, Inc., a Delaware corporation, with principal offices located
      at 523 North Sam Houston Parkway East, Suite 175, Houston, Texas 77060
      (“Grantor”),
      does
      hereby grant, bargain, sell, transfer, assign and convey to Longview Marquis
      Master Fund, L.P. (“Grantee”),
      a
      British Virgin Island limited partnership, whose address is c/o Summerline
      Asset
      Management LLC, 70 West Red Oak Lane, 4th
      Floor,
      White Plains, New York 10604, Attention: Robert Brantman, an overriding royalty
      interest (the “Overriding
      Royalty”)
      equal
      to three percent (3%) of the Applicable Percentage (defined below) of the oil,
      gas and other minerals in, under and that may be produced from the lands (a)
      described in Exhibit “A” attached hereto and made a part hereof or (b) covered
      by the oil and gas leases described in such Exhibit “A” (collectively the
“Subject
      Lands”),
      commencing at the Effective Time (defined below) and at all times thereafter.
      As
      used herein, the terms (i) “Subject
      Leases”
refers
      to the oil and gas leases described in Exhibit “A”, (ii) “Working
      Interest”
and
      “WI”
mean
      the cost bearing percentage interest that the owner thereof must bear relative
      to 100% of all costs to explore, develop, and produce oil and/or gas from the
      applicable portion of the Subject Lands, and (iii) “Applicable
      Percentage”
shall
      mean, with respect to each portion of Subject Lands identified on Exhibit “A”,
      the percentage set forth on such Exhibit “A” as the “Working Interest” or “WI”
for such portion of the Subject Lands.

     

    It
      is
      understood and agreed that though the Overriding Royalty is conveyed by Grantor
      to Grantee out of Grantor's interest (such interest, subject to the Overriding
      Royalty, being herein called the “Burdened
      Interest”)
      in the
      Subject Leases insofar as they cover Subject Lands, such Overriding Royalty
      shall be equal to three percent (3%) of the Applicable Percentage of the oil,
      gas and other minerals in, under and that may be produced from the Subject
      Lands
      (the “ORRI
      Percentage”),
      commencing at the Effective Time and at all times thereafter, and the ORRI
      Percentage shall not be reduced by Grantor to less than 3% of the Applicable
      Percentage for any reason, including, without limitation, the same shall not
      be
      reduced if the Working Interest of Grantor in a Subject Lease is less than
      the
      Working Interest stated on Exhibit “A” with respect to such Subject Lease or
      that portion of the Subject Lands covered by such Subject Lease, or if the
      interest in oil, gas and other minerals underlying any portion of the Subject
      Lands which is covered by a particular Subject Lease (or group of Subject
      Leases) is less than the entire interest in the oil, gas and other minerals
      underlying such portion of the Subject Lands, or if the share of production
      from
      any portion of Subject Lands to which Grantor is entitled by virtue of its
      ownership interest in the Subject Leases is less than the Applicable Percentage
      set forth on Exhibit “A” for such portion of the Subject Lands.

     

    TO
      HAVE
      AND TO HOLD the Overriding Royalty unto Grantee, its successors and assigns
      forever. The Overriding Royalty herein conveyed, and the Burdened Interest
      of
      Grantor, shall be subject to the following provisions:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Grantor
      shall have the obligation to market, or cause to be marketed, the oil, gas
      and
      other minerals produced from the Subject Lands and attributable to the
      Overriding Royalty (the “ORRI
      Hydrocarbons”)
      on
      behalf of and for the account of Grantee in arm's-length transactions with
      reputable purchasers in accordance with prudent business judgment, with each
      such sale to be: (i) upon terms and conditions which are the best terms and
      conditions reasonably available taking into account all relevant circumstances,
      including without limitation, price, quality of production, access to markets
      or
      lack thereof, minimum purchase guarantees, identify of purchaser and length
      of
      commitment, (ii) upon terms and conditions at least as favorable as (a) Grantor
      obtains for the share of oil, gas and/or other minerals attributable to the
      Burdened Interest in the Subject Lands to which such sale relates, (b) Grantor
      obtains for its interest in other oil, gas and/or other minerals which are
      of
      comparable type and quality and which are produced in the same area as the
      Subject Lands to which such sale relates, and (c) those obtained by any
      Affiliates (below defined) of Grantor for oil, gas and/or other minerals
      produced from the Subject Lands to which such sale relates or from lands in
      the
      same area, and (iii) made to a party who is not an Affiliate of Grantor. As
      used
      herein, “Affiliate”
shall
      mean, with respect to any person or entity, another person or entity that,
      directly or indirectly, (a) has an equity interest in that person or entity,
      (b)
      has a common ownership with that person or entity, (c) controls that person
      or
      entity, (d) is controlled by that person or entity or (e) shares common control
      with that person or entity. “Control”
or
      “controls”
for
      purposes hereof means that a person or entity has the power, direct or indirect,
      to conduct or govern the policies of another person or entity. Grantor shall
      duly perform all obligations performable by it under production sales contracts
      under which ORRI Hydrocarbons are sold and shall take all appropriate measures
      to enforce the performance under each such production sales contract of the
      obligations of the other parties thereto. 

     

    2. Grantor
      does hereby represent and warrant to Grantee (i) that Grantor owns the interests
      specified in Exhibit “A” hereto in and to the Subject Leases (and Grantor has
      good and marketable title to such interests, free of liens and encumbrances,
      except liens and encumbrances in favor of Summerline Asset Management, LLC
      on
      its own behalf and in its capacity as collateral agent), (ii) that Grantor
      has
      good right and authority to sell and convey the Overriding Royalty, and (iii)
      that this Conveyance of Overriding Royalty Interest (“this
      Conveyance”)
      vests
      in Grantee good and marketable title to the Overriding Royalty free of any
      other
      liens and encumbrances not referenced in this sentence. Grantor hereby covenants
      and agrees to use its reasonable best efforts to rectify any defects in its
      title to the interests specified in Exhibit “A” hereto, and otherwise to cause
      the foregoing representations and warranties to be true and correct in all
      respects (without giving effect to the exception set forth in the clause at
      the
      end of the immediately preceding sentence), to the extent reasonably possible.
      Grantor hereby binds itself to warrant and forever defend, all and singular,
      title to the Overriding Royalty unto Grantee, its successors and assigns,
      against the claims and demands of all persons claiming or to claim the same
      or
      any part thereof by, through or under Grantor. This Conveyance is made with
      full
      substitution and subrogation of Grantee in and to all covenants and warranties
      by others heretofore given or made.

     

    3. Grantor
      shall be obligated to explore, develop, operate and maintain the Burdened
      Interest as would a prudent operator. As to any portions of the Burdened
      Interest as to which Grantor is not the operator, Grantor shall take all such
      action and exercise all such rights and remedies as are reasonably available
      to
      it to cause the operator to so explore, develop, maintain and operate such
      portions of the Burdened Interest. Grantor shall promptly (and, unless the
      same
      are being contested in good faith and by appropriate proceedings, before the
      same are delinquent) pay all costs and expenses (including all taxes and all
      costs, expenses and liabilities for labor, materials and equipment incurred
      in
      connection with the Burdened Interests and all obligations to the holders of
      royalty interests and other interests affecting the Subject Leases) incurred
      in
      developing, operating and maintaining the Burdened Interests.


    
      
        
        

      

      
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    4. Grantor
      shall revise and supplement Exhibit “A” promptly upon any increase in the
      Grantor’s Working Interest in the Subject Lands, by purchase or otherwise, that
      occurs at any time prior to the date on which Grantor has repaid in full all
      of
      the outstanding Notes (as defined in the Securities Purchase Agreement dated
      November 13, 2008, between Grantor and Grantor, pursuant to which this
      Conveyance was originally issued), to reflect such increase and to reflect
      the
      accordingly increased “Applicable Percentage” pertaining to the Subject Lands.
      For purposes of clarification, upon any increase in Grantor’s Working Interests
      in the Subject Lands that occurs at any time prior to the date on which Grantor
      has repaid in full all of the outstanding Notes, whether or not Exhibit “A” has
      been updated in accordance with this Section 4, such increase in Working
      Interests shall become subject to this Overriding Royalty and with respect
      to
      that portion of the Subject Lands in which Grantor increases its Working
      Interest, such increased Working Interest shall be the revised increased
“Applicable
      Percentage”
for
      such portion of the Subject Lands; provided, however, that the ORRI Percentage
      shall (i) always equal 3% of the Applicable Percentage, as the same may be
      increased from time to time pursuant to this Section 4, and (ii) with respect
      to
      each portion of Subject Lands identified on Exhibit “A”, the amount of the
      Applicable Percentage, shall never be less than the percentage set forth on
      such
      Exhibit “A” as the “Working Interest” or “WI” for such portion of the Subject
      Lands, as the same may be increased from time to time pursuant to this Section
      4. 

     

    5. Grantee
      shall be entitled to receive payment for all ORRI Hydrocarbons directly from
      the
      purchasers thereof or from other parties obligated to make payment therefor.
      Grantor shall cause to be prepared and executed such division orders, transfer
      orders, or instructions in lieu thereof, as Grantee (or any third party) may
      require from time to time to cause payments to be made directly to Grantee.
      In
      the event that, for any reason, Grantee cannot (or does not) receive such
      payments directly, the same shall be collected by Grantor and shall constitute
      trust funds in Grantor's hands and shall be immediately paid over to Grantor.
      Grantee may also, at any time, and from time to time, at Grantee's option,
      take
      all or any part of the ORRI Hydrocarbons in kind and all production sales
      contracts entered into by Grantor covering ORRI Hydrocarbons shall be subject
      to
      such right; during such time or times as Grantee is so taking ORRI Hydrocarbons
      in kind Grantor's obligation to market the same, as provided above, shall be
      suspended as to the ORRI Hydrocarbons so taken, but shall again become effective
      where Grantee elects to cease such taking in kind.


    
      
        
        

      

      
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    6. Grantor
      shall keep full, true, and correct records of the oil, gas, and other
      hydrocarbons produced from or attributable to the Subject Lands each calendar
      month, and the portion attributable to the Overriding Royalty. Such records
      may
      be inspected by Grantee or its authorized representatives and copies thereof
      may
      be made by Grantee at all reasonable times upon prior written notice from
      Grantee to Grantor requesting such inspection and copying. Grantee shall also
      have, upon request, access to review all reports, data and information relating
      to the Subject Lands or to exploration, development, production and other
      operations conducted on the Subject Lands. On or before the earlier of (a)
      the
      fifth business day after Grantor’s first public disclosure, by issuance of a
      press release or filing of a report with the Securities and Exchange Commission,
      of Grantor’s production from the Subject Lands or other results of operations
      for the most recently completed fiscal quarter or fiscal year, or (b) the last
      day on which the Grantor can timely (without giving effect to any extensions
      of
      time permitted by Rule 12b-25 under the Securities Exchange Act of 1934) file
      a
      quarterly report on Form 10-Q or annual report on Form 10-K, as applicable,
      with
      respect to such fiscal quarter of fiscal year, Grantor shall (a) deliver to
      Grantee a statement (a “Production
      Statement”)
      setting forth (i) the production from the Subject Lands for the most recently
      completed fiscal quarter, (ii) the portion of such production attributable
      to
      the Overriding Royalty, (iii) to the extent Grantee does not receive direct
      payment of proceeds from sale of ORRI Hydrocarbons (or take ORRI Hydrocarbons
      in
      kind) pursuant to Section 5 above,the gross proceeds (“ORRI
      Collected Proceeds”)
      attributable to the sale of ORRI Hydrocarbons (and the taxes and other costs
      permitted to be deducted therefrom under Section 7 below) during such fiscal
      quarter and (iv) such other data as Grantee may reasonably request in such
      form
      as Grantee may reasonably request, and (b) make a payment to Grantee of such
      ORRI Collected Proceeds (less such costs permitted to be deducted therefrom
      under Section 7 below) in immediately available funds by wire transfer (or
      such
      other form specified by Grantee) to such bank or location as Grantee may direct
      from time to time in writing. No Production Statement delivered to Grantee
      shall
      contain any information regarding the production from the Subject Lands or
      reserves that has not been publicly disclosed by Grantor or any other material
      non-public information. If any Production Statement contains, or Grantor
      otherwise provides Grantee, any information regarding aggregate production
      from
      the Subject Lands or reserves that has not been publicly disclosed (or any
      other
      material non-public information), Grantee shall have the right to make public
      disclosure of such information and Grantee shall not have any liability to
      Grantor, any of its subsidiaries or any of its or their respective officers,
      directors, employees, shareholders or agents for any such disclosure. Grantor
      shall not publicly disclose its results of operations for any fiscal quarter
      or
      fiscal year unless it contemporaneously publicly discloses, or prior thereto
      has
      publicly disclosed, the production from the Subject Lands for the most recently
      completed fiscal quarter.

    


    7. The
      Overriding Royalty shall be free of all costs, expenses, and liabilities, of
      whatever kind or character, except the Overriding Royalty shall bear its
      proportionate share of the costs charged to Grantor by a third party (not an
      Affiliate of Grantor) for compression, dehydration and transportation that
      are
      incurred between the first point of receipt of production by such third party
      and the redelivery of such compressed and dehydrated production to Grantor.
      Specifically, but not by way of limitation, the Overriding Royalty shall never
      bear, either directly or indirectly, any costs, expenses or liabilities for
      building, constructing, acquiring, drilling, developing, producing, operating,
      gathering, separating, trucking, or transporting (except as set forth in the
      first sentence of this Section 7) or any post production expenses, related
      or
      pertaining to the Subject Lands, Subject Leases, or wells, pipelines, or other
      facilities or improvements situated on the Subject Lands or lands pooled
      therewith, or production of oil and/or gas from the Subject Lands or lands
      pooled therewith; provided, however, the Overriding Royalty shall bear its
      proportionate share of (i) the third party costs identified in the first
      sentence of this Section 7 and (ii) production, severance and similar
      taxes.

    


    8. Grantor
      agrees to execute and deliver, and, to the extent it is within Grantor's power
      to do so, to cause any third parties to execute and deliver, to Grantee all
      such
      other and additional instruments and to do all such further acts and things
      as
      may be necessary more fully to vest in and assure to Grantee all of the rights,
      titles, interests, remedies, powers and privileges herein granted or intended
      so
      to be.


    
      
        
        

      

      
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    9. Exhibit
      “A” sets forth those certain portions, if any, of the Subject Lands that have
      been pooled or unitized for the production of oil, gas and/or minerals prior
      to
      the date hereof. With respect to each such existing pool or unit set forth
      on
      such Exhibit “A”, and with respect to each pool or unit in which the Overriding
      Royalty is included, as below provided, after the date hereof, the Overriding
      Royalty in each portion of Subject Lands included in such pool or unit shall
      apply to the portion of production from such pool or unit which is attributable
      to such portion of Subject Lands under and by virtue of the applicable pooling
      and unitization agreements, designations and/or orders. From and after the
      date
      hereof, Grantor shall have the right and power to unitize or pool in good faith
      on customary terms any portion or portions of the Overriding Royalty with other
      lands in which the mineral interest thereof is owned by a person or entity
      other
      than Grantor or an Affiliate of Grantor and on which is located, or will be
      located, a well producing, or capable of producing, oil and/or gas in
      commercially paying quantities (collectively “Third
      Party Lands”);
      provided, however, Grantor shall not have the right and power to unitize or
      pool
      any portion or portions of the Overriding Royalty with any non Third Party
      Lands
      without first obtaining the prior written consent of Grantee. If pursuant to
      any
      law, rule, regulation or order of any governmental body or official, any portion
      of the Subject Lands is pooled or unitized in any manner, or if Grantee has
      joined in or agreed to any pooling or unitization, the Overriding Royalty
      insofar as it affects such portion of Subject Lands shall also be pooled and
      unitized and, in each event, the Overriding Royalty shall apply to the
      production which is attributable to such portion of Subject Lands under and
      by
      virtue of such pooling and unitization arrangements.

    


    10. Nothing
      herein contained shall in any way limit or restrict the right of Grantee to
      sell, convey, assign or mortgage (or grant a deed of trust on) the Overriding
      Royalty (including its rights, titles, interests, estates, remedies, powers
      and
      privileges appurtenant or incident to the Overriding Royalty under this
      Conveyance) in whole or in part. No change of ownership of the Overriding
      Royalty shall be binding upon Grantor until Grantor is furnished with copies
      of
      the original documents evidencing such change. Upon receipt by Grantor of copies
      of the original documents evidencing a sale, conveyance, assignment or mortgage
      (or grant of a deed of trust on) the Overriding Royalty, Grantor shall deal
      with
      the purchaser or assignee in place of Grantee and shall deal with the mortgagee
      (or the beneficiary of the deed of trust) in addition to the Grantee, and
      references herein to the Grantee shall thereafter also be deemed to be
      references to such purchaser, assignee or mortgagee (or the beneficiary of
      the
      deed of trust).


    
      
        
        

      

      
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    11. If
      the
      Grantor proposes or intends to make any sale, transfer or other disposition
      of
      all or any portion of its Burdened Interest, including without limitation a
      proposed or intended sale, transfer or disposition of its Burdened Interest
      by
      merger, reorganization, consolidation, or by sale of all or substantially all
      of
      its assets (other than a sale, transfer or other disposition to a directly
      or
      indirectly wholly-owned subsidiary of Grantor), and such sale, transfer or
      other
      disposition will result in Grantor owning less than a fifty percent (50%)
      Working Interest in such Burdened Interest and/or resigning as operator of
      such
      Burdened Interest, Grantor shall so inform Grantee by notice in writing (the
      “Transfer
      Notice”)
      describing the interest (or portion thereof) that is the subject of such
      proposed or intended sale, transfer or disposition (the “Offered
      Interest”),
      and
      the other pertinent and reasonable details of such proposed or intended sale,
      transfer or disposition. Grantee shall thereupon have fifteen (15) days after
      receipt of the Transfer Notice to notify Grantor in writing that Grantee desires
      to participate in such sale, transfer or disposition and contribute the
      Overriding Royalty, or some portion thereof, as a part of the properties to
      be
      covered by such sale, transfer or disposition. Failure of Grantee to notify
      Grantor in writing that Grantee desires to participate in such sale, transfer
      or
      disposition within such fifteen (15) day period shall be deemed an election
      by
      Grantee not to participate. If Grantee does timely submit its notice to Grantor
      (i) the Burdened Interest, or portion thereof that is to be covered by such
      sale, transfer or disposition, shall not be sold or disposed of separate and
      apart of the Overriding Royalty (or portion thereof as designated by Grantee
      in
      its notice) and (ii) Grantor and Grantee shall mutually agree upon the price
      or
      value that Grantee shall receive upon conclusion of such sale, transfer or
      disposition for the Overriding Royalty (or portion thereof) that is to be a
      part
      of the properties covered by such sale, transfer or disposition. In the event
      Grantor and Grantee cannot so mutually agree, Grantor and Grantee shall retain
      the services of a petroleum reservoir engineer experienced in the valuation
      of
      oil and gas properties employed by Ryder Scott & Associates of Houston,
      Texas (or its successors in interest) to serve as the sole arbiter of such
      disagreement (the “Arbiter”).
      In
      the event Ryder Scott & Associates (or its successor in interest) is
      unwilling or incapable of having one of its petroleum reservoir engineers serve
      as Arbiter, then Grantor and Grantee shall mutually agree on the person to
      serve
      as Arbiter, and in the event Grantor and Grantee cannot so mutually agree,
      the
      selection of the Arbiter shall be made by a federal judge sitting in the
      Southern District of New York in the borough of Manhattan, New York, New York,
      upon petition filed by either Grantor or Grantee requesting that such selection
      be made. The decision of the Arbiter as to such price or value Grantee shall
      receive shall be delivered by the Arbiter within ten (10) days of his retention,
      and shall be final as to Grantor and Grantee for all purposes. The costs of
      such
      Arbiter shall be borne equally by Grantor and Grantee.

    


    12. Grantor
      shall have the right without the joinder of Grantee to release, surrender and/or
      abandon its Burdened Interest, or any part thereof, or interest therein, even
      though the effect of such release, surrender or abandonment will be to release,
      surrender or abandon the Overriding Royalty; provided, however, that Grantor
      shall not release, surrender or abandon any Burdened Interest unless and until
      Grantor has determined in good faith that such Burdened Interest will no longer
      produce in paying quantities, and provided further that, Grantor will, at least
      thirty (30) days prior to the release, surrender or abandonment (unless a lesser
      period of time governing such release, surrender or abandonment is provided
      for
      in an applicable operating agreement entered into by and between Grantor and
      a
      person or entity that is not an Affiliate of Grantor, in which case at least
      the
      number of days provided for in such lesser time period) of any Burdened
      Interest, or any part thereof or interest therein, notify Grantee (in writing,
      giving a description of each Burdened Interest, or part thereof or interest
      therein, proposed to be released, surrendered or abandoned, and the date upon
      which such release, surrender or abandonment is projected to occur) and, if
      Grantee shall so request, Grantor shall assign to Grantee the interests proposed
      to be released, surrendered or abandoned, together with the interest
      attributable to the Burdened Interests in all equipment located thereon or
      used
      in connection therewith; provided further that, in the event of such an
      assignment from Grantor to Grantee, Grantee shall pay to Grantor the salvage
      value of any equipment so conveyed by Grantor to Grantee.


    
      
        
        

      

      
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    13. Without
      prior written notice to Grantee providing Grantee with the opportunity to
      acquire the affected interest of Grantor at no additional cost to Grantee other
      than assumption by Grantee of the obligations of Grantor pertaining to the
      affected interest, Grantor shall not elect to be a non-participating party
      (whether pursuant to an operating agreement or other agreement or arrangement,
      including without limitation, non-consent rights and obligations imposed by
      statute and/or regulatory agency) with respect to any drilling, deepening,
      plugging back, reworking, sidetracking or completion (or other) operation on
      any
      Burdened Interest or elect to be an abandoning party with respect to a well
      located on any Burdened Interest; provided, however, if such direct acquisition
      by Grantee would be prohibited by the applicable operating agreement or other
      agreement or arrangement and Grantee has timely notified Grantor that Grantee
      elects to acquire such affected interest, Grantor agrees to use reasonable
      commercial efforts to enter into a mutually satisfactorily contractual
      arrangement with Grantee that would allow Grantee to indirectly acquire such
      affected interest, or have the same economic consequences of ownership of such
      affected interest, and not be in violation or breach of such applicable
      operating agreement or other agreement or arrangement. Grantor agrees to provide
      such prior written notice to Grantee as soon as is reasonably possible in order
      to afford Grantee as much time as reasonably possible to respond. Such prior
      written notice shall include information advising Grantee of the time period
      required by the applicable operating agreement, other agreement or arrangement
      for response on this matter, and failure on the part of Grantee to notify
      Grantor of its election to acquire such affected interest within such time
      period shall be deemed an election by Grantee to not acquire such affected
      interest. Notwithstanding anything to the contrary contained herein, Grantor
      shall not elect, as to any Burdened Interest, to be a non-participating party
      with respect to any operation contemplated in this Section 11 in the event
      Grantor or any Affiliate of Grantor will also be a participating party in such
      operation.

    


    14. The
      Overriding Royalty shall apply to all renewals, extensions and other similar
      arrangements (and/or interests therein) of the Subject Leases insofar as they
      cover Subject Lands. A new lease taken before the expiration of the existing
      Subject Lease which it replaced or within one (1) year after expiration of
      such
      Subject Lease, and covering the same interest (or any part thereof) that was
      covered by the Subject Lease, shall be considered a renewal or extension for
      the
      purposes hereof. Additionally, the Overriding Royalty shall continue in force
      and effect and not be extinguished in the event Grantor acquires the mineral
      estate covered by a Subject Lease and thereafter releases such Subject
      Lease.

    


    15, The
      agreements and obligations of Grantor in Sections 9, 11 and 13 above shall
      not
      be covenants running with the land and shall be personal agreements and
      obligations of Grantor and any Affiliate of Grantor that shall terminate upon
      a
      sale, transfer or disposition of Grantor’s Burdened Interest to a third party
      that is not an Affiliate of Grantor. All other covenants and agreements of
      Grantor herein contained shall be deemed to be covenants running with the
      Burdened Interest. All of the provisions hereof shall inure to the benefit
      of
      Grantee and its successors and assigns.

    


    16. All
      communications required or permitted to be given under this Conveyance shall
      be
      in writing and shall be given by registered or certified mail, postage prepaid
      or telecopy, or by personal service (including express or courier service),
      and
      addressed to the addresses specified at the beginning of this Conveyance (or
      to
      such other address or telecopy number as may be designated in writing in
      accordance herewith). Notices shall be deemed given upon
      receipt.


    
      
        
        

      

      
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    17. This
      Conveyance is being executed in several counterparts, all of which are
      identical, except that, to facilitate recordation, in certain counterparts
      hereof only that portion of Exhibit “A” which contains specific descriptions of
      the Subject Lands located in the recording jurisdiction in which the counterpart
      is to be recorded shall be included, and all other portions of Exhibit “A” shall
      be included by reference only. Complete copies of this Conveyance containing
      the
      entire Exhibit “A” have been retained by Grantor and Grantee. All of such
      counterparts together shall constitute but one and the same
      instrument.

    


    18. WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAW, THIS CONVEYANCE SHALL BE CONSTRUED
      AND
      ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE
      AND
      THE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT TO THE EXTENT THAT THE
      LAW
      OF A STATE IN WHICH A PORTION OF THE OVERRIDING ROYALTY IS LOCATED (OR WHICH
      IS
      OTHERWISE APPLICABLE TO A PORTION OF THE OVERRIDING ROYALTY) NECESSARILY OR,
      IN
      THE SOLE DISCRETION OF GRANTEE, APPROPRIATELY GOVERNS, WITH RESPECT TO
      PROCEDURAL AND SUBSTANTIVE MATTERS RELATING TO THE CREATION, PERFECTION AND
      VESTING OF THE OVERRIDING ROYALTY, AND OTHER RIGHTS AND REMEDIES OF THE GRANTEE
      GRANTED HEREIN, THE LAW OF SUCH STATE SHALL APPLY AS TO THAT PORTION OF THE
      OVERRIDING ROYALTY LOCATED IN (OR WHICH IS OTHERWISE SUBJECT TO THE LAWS OF)
      SUCH STATE. GRANTOR AND GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
      JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
      NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
      OR
      IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
      HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT,
      ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
      JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
      IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING
      IS
      IMPROPER. GRANTOR AND GRANTEE HEREBY IRREVOCABLY WAIVE PERSONAL SERVICE OF
      PROCESS AND CONSENT TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
      PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS SHOWN ABOVE
      FOR SUCH PARTY, AND AGREE THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
      SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED
      TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
      THE PARTIES ACKNOWLEDGE THAT GRANTEE’S PRINCIPAL OFFICE IS IN THE STATE OF NEW
      YORK AND GRANTEE HAS MADE PAYMENTS TO GRANTOR FROM ITS BANK ACCOUNT LOCATED
      IN
      THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
      HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
      DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS CONVEYANCE
      OR
      ANY TRANSACTION CONTEMPLATED HEREBY.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    19. It
      is not
      the intent of the Grantor or Grantee that any provision herein violate any
      applicable law regarding the rule against perpetuities, and this Conveyance
      shall be construed as not violating such rule to the extent the same can be
      construed consistent with the expressed intent of the Grantor and Grantee as
      set
      forth in this Conveyance. In the event, however, that any provision of this
      Conveyance is determined to violate such rule, then such provision shall
      nevertheless be effective for the maximum period (but not longer than the
      maximum period) permitted by such rule that will result in no such violation.
      To
      the extent such maximum period is permitted to be determined by reference to
      lives in being, Grantor and Grantee agree that “lives in being” shall refer to
      the lifetime of the last to die of the now living lineal descendants of George
      Herbert Walker Bush, 41st
      President of the United States of America.

    


    IN
      WITNESS WHEREOF, this Conveyance is executed as of the date indicated below,
      effective as of 7 o'clock a.m. local time at the locations of the Subject Lands,
      respectively on November 13, 2008 (the “Effective
      Time”)

    


    [signatures
      and acknowledgement pages to follow]


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	
              “GRANTOR”

            
	 
	
              SONTERRA
                RESOURCES, INC.

            
	 
	
              By:

            	 

	 	
              D.
                E. Vandenburg, President

            
	 
	 
	
              “GRANTEE”

            
	 
	
              LONGVIEW
                MARQUIS MASTER FUND, L.P. 

            
	 
	
              By:
                Viking Asset Management, LLC

            
	
              Its:
                Investment Adviser

            
	 
	
              By:

            	 

	
              Name:
                Peter T. Benz

            
	
              Title:
                Chairman

            


    

    


    STATE
      OF
      TEXAS                             
)

                                                      
                 )
      ss:

    COUNTY
      OF
      HARRIS                       
)

    


    The
      foregoing instrument was acknowledged before me on this ___ day of _________,
      2008, by D.E. Vandenburg, President of Sonterra Resources, Inc., a Delaware
      corporation, as the act and deed and on behalf of said corporation.

    


    
      	 	 
	 	
              Notary
                Public, State of Texas

            
	 	 
	
              [SEAL]

            	 
	 	
              (printed
                name)

            


    

    


    My
      commission expires:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STATE
      OF                                           
)

                                                                                    
      ) ss:

    COUNTY
      OF                                        )

    


    The
      foregoing instrument was acknowledged before me on this ___ day of ___________,
      2008, by Peter T. Benz, Chairman of Viking Asset Management, LLC, as investment
      adviser to Longview Marquis Master Fund, L.P., a British Virgins Island limited
      partnership, as the act and deed of such _____________ on behalf of said limited
      partnership.

    


    
      	 	 
	 	
              Notary
                Public, State and County of

            
	
              [SEAL]

            	 
	 	 
	 	
              (printed
                name)

            


    

    


    My
      commission expires:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      “A”

    


    Shark
      Prospect 

    


    
      	 	
              1.

            	
              Oil
                and Gas Lease dated July 1, 2003, from the State of Texas, as Lessor,
                to
                Cinco Natural Resources Corporation, as Lessee, covering Oil and
                Gas Lease
                No. M-103194, being the South One-Half (S/2) of State Tract 150,
                Matagorda
                Bay, Calhoun County, Texas, containing approximately 320.0 acres,
                recorded
                in File No. 82095, Volume 349, Page 1 of the Official Records of
                Calhoun
                County, Texas.

            


    

     

    Lease
      Interest:

     

    Surface
      down to 9400' true vertical depth as seen in the Cockrell Corporation –
Aquamarine Unit Well No. 1 (API No. 42-057-31600).

     

    72.80
      WI
      / 57.512% NRI

     

    Rights
      between 9401' and 50' below the stratigraphic equivalent of the top of the
      9800'
      Sand, said top of the 9800' Sand being equal to 9790' TVD as seen on the
      electric log for the Cockrell Corporation – Aquamarine Unit Well No. 1 (API
      No. 42-057-31600).

     

    30.30%
      WI
      / 23.55825% NRI

     

    Rights
      below 50' below the stratigraphic equivalent of the top of the 9800' Sand,
      said
      top of the 9800' Sand being equal to 9790' TVD as seen on the electric log
      for
      the Cockrell Corporation – Aquamarine Unit Well No. 1 (API No.
      42-057-31600).

     

    30.30%
      WI
      / 23.331% NRI

     

    Well
      Interest:

     

    Flash –
      State Tract 150 No. 1 Well, API No. 42-057-31770: 72.80% WI / 57.512% NRI
      (Shut-In)

     

    Flash –
      State Tract 150 No. 1 ST #1 Well, API No. 42-057-31770: 72.80% WI / 57.512%
      NRI
      (Sidetrack well scheduled for 4th
      Quarter
      2008)

     

    BOSS –
      State Tract 150 No. 2 Well, API No. 42-057-31692: 30.30% WI / 23.55825% NRI
      (Current NRI) 

     

    Recompletion
      of the State Tract 150 No. 2 Well, API No. 42-057-31692, scheduled in 2009
      will
      be drilled by shallow owners only and Sonterra’s WI and NRI percentages are as
      follows: 72.8% WI / 57.512% NRI (before a negotiated NPI to deep
      interest owners).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Ray
      Prospect

    


    
      	 	
              2.

            	
              Oil
                and Gas Lease dated October 19, 2004, from the State of Texas, by
                and
                through the Commissioner of the General Land Office of the State
                of Texas,
                as Lessor, to Cinco Natural Resources Corporation, as Lessee, covering
                Oil
                and Gas Lease Number M-104265, being the South One-Half (S/2) of
                Tract
                175, Matagorda Bay, Matagorda and Calhoun Counties, Texas, containing
                approximately 320 acres as shown on the applicable Official Submerged
                Area
                Map on file in the Texas General Land Office, Austin, Texas, and
                recorded
                in the Official Records of Matagorda County, Texas, as File No. 050427,
                and recorded in the Official Records of Calhoun County, Texas, as
                File No.
                91879, Volume 400, Page 525.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.04325% NRI

     

    
      	 	
              3.

            	
              Oil
                and Gas Lease dated October 19, 2004, from the State of Texas, by
                and
                through the Commissioner of the General Land Office of the State
                of Texas,
                as Lessor, to Cinco Natural Resources Corporation, as Lessee, covering
                Oil
                and Gas Lease Number M-104266, being the South One-Half (S/2) of
                Tract
                178, Matagorda Bay, Matagorda County, Texas, containing approximately
                320
                acres as shown on the applicable Official Submerged Area Map on file
                in
                the Texas General Land Office, Austin, Texas, and recorded in the
                Official
                Records of Matagorda County, Texas, as File No.
                050428.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.04325% NRI

     

    
      	 	
              4.

            	
              Oil
                and Gas Lease dated October 19, 2004, from the State of Texas, by
                and
                through the Commissioner of the General Land Office of the State
                of Texas,
                as Lessor, to Cinco Natural Resources Corporation, as Lessee, covering
                Oil
                and Gas Lease Number M-104267, being the North One-Half (N/2) of
                Tract
                179, Matagorda Bay, Matagorda County, Texas, containing approximately
                320
                acres as shown on the applicable Official Submerged Area Map on file
                in
                the Texas General Land Office, Austin, Texas, and recorded in the
                Official
                Records of Matagorda County, Texas, as File No.
                050429.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.04325% NRI

     

    Starfish
      Prospect 

    


    
      	 	
              5.

            	
              Oil
                and Gas Lease dated April 5, 2005, from the State of Texas, by and
                through
                the Commissioner of the General Land Office of the State of Texas,
                as
                Lessor, to Cinco Energy Corporation, as Lessee, covering Oil and
                Gas Lease
                Number M-104829, being the South One-Half (S/2) of Tract 96, Matagorda
                Bay, Calhoun County, Texas, containing approximately 320 acres as
                shown on
                the applicable Official Submerged Area Map on file in the Texas General
                Land Office, Austin, Texas, and recorded in the Official Records
                of
                Calhoun County, Texas, as File No. 92724, Volume 406, Page
                35.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.422% NRI (to April 5, 2009)/ 21.6645% NRI (after April 5,
      2009)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              Oil
                and Gas Lease dated July 19, 2005, from the State of Texas, by and
                through
                the Commissioner of the General Land Office of the State of Texas,
                as
                Lessor, to Cinco Resources, Inc., as Lessee, covering Oil and Gas
                Lease
                Number M-105371, being the North One-Half (N/2) of Tract 104, Matagorda
                Bay, Calhoun County, Texas, containing approximately 320 acres as
                shown on
                the applicable Official Submerged Area Map on file in the Texas General
                Land Office, Austin, Texas, and recorded in the Official Records
                of
                Calhoun County, Texas, as File No. 96377, Volume 426, Page
                912.

            


    

    


    Lease
      Interest: 
      36.2874%
      WI / 26.852676% NRI (to July 19, 2009) / 25.945491% (after July 19, 2009)


     

    Barracuda
      Prospect 

    


    
      	 	
              7.

            	
              Oil
                and Gas Lease dated April 5, 2005, from the State of Texas, by and
                through
                the Commissioner of the General Land Office of the State of Texas,
                as
                Lessor, to Cinco Energy Corporation, as Lessee, covering Oil and
                Gas Lease
                Number M-104827, being the North One-Half (N/2) of Tract 94, Matagorda
                Bay, Calhoun County, Texas, containing approximately 320 acres as
                shown on
                the applicable Official Submerged Area Map on file in the Texas General
                Land Office, Austin, Texas, and recorded in the Official Records
                of
                Calhoun County, Texas, as File No. 92722, Volume 406, Page
                21.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.422% NRI (to April 5, 2009)/ 21.6645% NRI (after April 5,
      2009)

     

    
      	 	
              8.

            	
              Oil
                and Gas Lease dated April 5, 2005, from the State of Texas, by and
                through
                the Commissioner of the General Land Office of the State of Texas,
                as
                Lessor, to Cinco Energy Corporation, as Lessee, covering Oil and
                Gas Lease
                Number M-104828, being the South One-Half (S/2) of Tract 94, Matagorda
                Bay, Calhoun County, Texas, containing approximately 320 acres as
                shown on
                the applicable Official Submerged Area Map on file in the Texas General
                Land Office, Austin, Texas, and recorded in the Official Records
                of
                Calhoun County, Texas, as File No. 92723, Volume 406, Page
                28.

            


    

     

    Lease
      Interest:
      30.30%
      WI / 22.422% NRI (to April 5, 2009)/ 21.6645% NRI (after April 5,
      2009)

     

    Mackerel
      Prospect 

     

    
      	 	
              9.

            	
              Oil
                and Gas Lease dated July 19, 2005, from the State of Texas, by and
                through
                the Commissioner of the General Land Office of the State of Texas,
                as
                Lessor, to Cinco Resources, Inc., as Lessee, covering Oil and Gas
                Lease
                Number M-105373, being the North One-Half (N/2) of Tract 175, Matagorda
                Bay, Calhoun and Matagorda Counties, Texas, containing approximately
                320
                acres as shown on the applicable Official Submerged Area Map on file
                in
                the Texas General Land Office, Austin, Texas, and recorded in the
                Official
                Records of Calhoun County, Texas, as File No. 96378, Volume 426,
                Page 919,
                and recorded in the Official Records of Matagorda County, Texas,
                as File
                No. 063722.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Lease
      Interest:
      36.2874%
      WI / 26.852676% (to July 19, 2009) / 25.945491% (after July 19, 2009)


     

    
      	 	
              10.

            	
              Oil
                and Gas Lease dated October 4, 2005, from the State of Texas, by
                and
                through the Commissioner of the General Land Office of the State
                of Texas,
                as Lessor, to Cinco Resources, Inc., as Lessee, covering Oil and
                Gas Lease
                Number M-105679, being the North One-Half (N/2) of Tract 178, Matagorda
                Bay, Matagorda County, Texas, containing approximately 320 acres
                as shown
                on the applicable Official Submerged Area Map on file in the Texas
                General
                Land Office, Austin, Texas, and recorded in the Official Records
                of
                Matagorda County, Texas, as File No.
                059741.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.422% NRI (to October 4, 2009)/ 21.6645% NRI (after October 4,
      2009)

     

    
      	 	
              11.

            	
              Oil
                and Gas Lease dated October 4, 2005, from the State of Texas, by
                and
                through the Commissioner of the General Land Office of the State
                of Texas,
                as Lessor, to Cinco Resources, Inc., as Lessee, covering Oil and
                Gas Lease
                Number M-105678, being the South One-Half (S/2) of Tract 176, Matagorda
                Bay, Calhoun and Matagorda Counties, Texas, containing approximately
                320
                acres as shown on the applicable Official Submerged Area Map on file
                in
                the Texas General Land Office, Austin, Texas, and recorded in the
                Official
                Records of Calhoun County, Texas, as File No. 96971, Volume 429,
                Page 918,
                and recorded in the Official Records of Matagorda County, Texas,
                as File
                No. 059740.

            


    

    


    Lease
      Interest:
      30.30%
      WI / 22.422% NRI (to October 4, 2009)/ 21.6645% NRI (after October 4,
      2009)

     

    Sydney/150-Deep
      Prospect

     

    
      	 	
              12.

            	
              Oil
                and Gas Lease dated July 1, 2003, from the State of Texas, by and
                through
                the Commissioner of the General Land office of the State of Texas,
                as
                Lessor, to LLOG Exploration Texas, L.P., as Lessee, covering Oil
                and Gas
                Lease Number M-103190, being the North One-Half (N/2) of Tract 127,
                Matagorda Bay, Calhoun County, Texas, containing approximately 320
                acres
                as shown on the applicable Official Submerged Area Map on file in
                the
                Texas General Land Office, Austin, Texas, and recorded in the Official
                Records of Calhoun County, Texas, as File No. 00081323, Volume 344,
                Page
                875.

            


    

    


    
      	 	
              13.

            	
              Oil
                and Gas Lease dated July 1, 2003, from the State of Texas, by and
                through
                the Commissioner of the General Land office of the State of Texas,
                as
                Lessor, to LLOG Exploration Texas, L.P., as Lessee, covering Oil
                and Gas
                Lease Number M-103191, being the South One-Half (S/2) of Tract 127,
                Matagorda Bay, Calhoun County, Texas, containing approximately 320
                acres
                as shown on the applicable Official Submerged Area Map on file in
                the
                Texas General Land Office, Austin, Texas, and recorded in the Official
                Records of Calhoun County, Texas, as File No.0081324, Volume 344,
                Page
                882.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              14.

            	
              Oil
                and Gas Lease dated July 1, 2003, from the State of Texas, as Lessor,
                to
                Cinco Natural Resources Corporation, as Lessee, covering Oil and
                Gas Lease
                No. M-103194, being the south one-half (S/2) of State Tract 150,
                Matagorda
                Bay, Calhoun County, Texas, containing approximately 320.0 acres,
                recorded
                in File No. 82095, Volume 349, Page 1 of the Official Records of
                Calhoun
                County, Texas. (This tract is also in the Shark
                Prospect.)

            


    

     

    
      	 	
              15.

            	
              Oil
                and Gas Lease dated July 1, 2003, from the State of Texas, by and
                through
                the Commissioner of the General Land office of the State of Texas,
                as
                Lessor, to LLOG Exploration Texas, L.P., as Lessee, covering Oil
                and Gas
                Lease Number M-103195, being the South One-Half (S/2) of Tract 151,
                Matagorda Bay, Calhoun County, Texas, containing approximately 320
                acres
                as shown on the applicable Official Submerged Area Map on file in
                the
                Texas General Land Office, Austin, Texas, and recorded in the Official
                Records of Calhoun County, Texas, as File No. 00081326, Volume 344,
                Page
                896.

            


    

     

    
      	 	
              16.

            	
              Oil
                and Gas Lease dated July 1, 2003, from the State of Texas, by and
                through
                the Commissioner of the General Land office of the State of Texas,
                as
                Lessor, to LLOG Exploration Texas, L.P., as Lessee, covering Oil
                and Gas
                Lease Number M-103192, being the North One-Half (N/2) of Tract 128,
                Matagorda Bay, Calhoun County, Texas, containing approximately 320
                acres
                as shown on the applicable Official Submerged Area Map on file in
                the
                Texas General Land Office, Austin, Texas, and recorded in the Official
                Records of Calhoun County, Texas, as File No. 00081325, Volume 344,
                Page
                889.

            


    

     

    
      	 	
              17.

            	
              Oil
                and Gas Lease dated July 6, 2004, from the State of Texas, by and
                through
                the Commissioner of the General Land office of the State of Texas,
                as
                Lessor, to LLOG Exploration Texas, L.P., as Lessee, covering Oil
                and Gas
                Lease Number M-104022, being the North One-Half (N/2) of Tract 150,
                Matagorda Bay, Calhoun County, Texas, containing approximately 320
                acres
                as shown on the applicable Official Submerged Area Map on file in
                the
                Texas General Land Office, Austin, Texas, and recorded in the Official
                Records of Calhoun County, Texas, as File No. 00088242, Volume 381,
                Page
                433.

            


    

     

    
      	 	
              18.

            	
              Oil
                and Gas Lease dated July 19, 2005, from the State of Texas, by and
                through
                the Commissioner of the General Land office of the State of Texas,
                as
                Lessor, to LLOG Exploration Texas, L.P., as Lessee, covering Oil
                and Gas
                Lease Number M-105372, being the South One-Half (S/2) of Tract 154,
                Matagorda Bay, Calhoun County, Texas, containing approximately 320
                acres
                as shown on the applicable Official Submerged Area Map on file in
                the
                Texas General Land Office, Austin, Texas, and recorded in the Official
                Records of Calhoun County, Texas, as File No. 00095163, Volume 420,
                Page
                166.

            


    

     

    Lease
      Interest:
      N/2 ST
      150 (SAVE AND EXCEPT the portion excluded from the State Tract 127 No. 1 Unit,
      being depths above the stratigraphic equivalent of 100’ below the base of the
      9800’ Sand TVD as seen in the Cockrell Corporation Aquamarine Unit Well No. 1
      (API No. 42-057-31600) and the S/2 of ST 154: 53.8 % WI / 39.6775 %
      NRI

     

    Lease
      Interest:
      INSOFAR
      only as to that portion of the N/2 ST 150 excluded from the State Tract 127
      No.
      1 Unit, being depths above the stratigraphic equivalent of 100’ below the base
      of the 9800’ Sand TVD as seen in the Cockrell Corporation Aquamarine Unit Well
      No. 1 (API No. 42-057-31600): 74.8 % WI / 55.165% NRI

     

    Lease
      Interest:
      S/2 and
      the N/2 of ST 127; N/2 ST 128; and the S/2 of ST 151:

    53.8
      % WI
      / 38.3325 % NRI


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Unit
      Well Interest:

     

    Sonterra –
      State Tract 127 No. 1 Unit #1 Well, API No. 42-057-31770:

     

    
      	 	
              A.

            	
              3.558523%
                WI to Casing Point/ 5.113335% NRI to Casing
                Point;

            


    

    


    
      	 	
              B.

            	
              7.025190%
                WI at Casing Point BPO of Raptor and Hayes non-consent WI and BPO
                Rainier
                4.5% WI / 5.113335% NRI; 

            


    

    


    
      	 	
              C.

            	
              6.571999%
                WI APO Rainier 4.5% WI and BPO Raptor and Hayes non-consent WI /
                4.783477
                % NRI; and

            


    

    


    
      	 	
              D.

            	
              11.359472%
                WI APO Raptor and Hayes non-consent (and simultaneous back-in to
                25% of
                South Texas Oil’s WI/NRI **) / 8.268073 %
                NRI

            


    

     

    Unit
      Description:

     

    State
      of
      Texas Tract 127 No. 1 Unit Well #1, covering 2,240 acres, consisting of oil
      and
      gas leases covering the S/2 and the N/2 of State Tract 127; the N/2 of State
      Tract 128; the S/2 of State Tract 151; the S/2 of State Tract 154; the S/2
      ST
      150, Save and Except depths above the stratigraphic equivalent of 100' below
      the
      base of the 9800' Sand TVD as seen in the Cockrell Corporation Aquamarine Unit
      Well No. 1 (API No. 42-057-31600); and the N/2 ST 150 North Half of State Tract
      150, Save and Except the depths above the stratigraphic equivalent
      of 100
      feet
      below the base of the 9800’ Sand TVD as seen in the Cockrell Corporation
      Aquamarine Unit Well No. 1 (API No. 42-057-31600) which shall be excluded from
      the Term Pooling Agreement described below:

     

    Term
      Pooling Agreement from the Commissioner of the General Land Office, as Lessor,
      to Sonterra Resources, Inc., as Lessee, dated February 20, 2008, but effective
      December 11, 2008, and filed of record on February 28, 2008 as Instrument No.
      111111 in the Official Records of Calhoun County, Texas, forming a pooled unit
      covering all depths, except from the surface to 10,000’ TVD on all of State
      Lease M-103194 and that part of State Lease M-104022 shown on Exhibit “D”
attached thereto encompassing the S/2 of Tract 127 (M-103191); N/2 of Tract
      127
      (M-103190); N/2 of Tract 128 (M-103192); N/2 of Tract 150 (M-104022); S/2 of
      Tract 151 (M-103195); and S/2 of Tract 154 (M-105372). 

     

    Pipeline:

    An
      undivided 100.0% interest in and to the seven (7) mile six-inch (6") S80 Gr
      B
      pipeline connecting Matagorda Bay, Calhoun County, Texas State Tract 150 No.
      1
      line heater platform to the Keller Bay Facility onshore.