EXHIBIT
10.1

    


    MESA ENERGY OPERATING,
LLC

     CONTRACT OPERATING
AGREEMENT

    


    This
Contract Operating Agreement (“Agreement”) is entered into and effective this
1st day of July, 2010, by and between Payson Petroleum, Inc. (“Payson”), a Texas
corporation whose address is 2050 Sierra Place, Lewisville,
TX  75077,, and Mesa Energy Operating, LLC, a Texas limited liability
company, with principal offices at 5220 Spring Valley Road, Suite 525, Dallas,
TX  75254 (“Mesa”).  Mesa and Payson are hereinafter
sometimes referred to as a Party or collectively as the Parties as
applicable.

    


    RECITALS:

    


    WHEREAS,
Payson is desirous of drilling the Auldean Brown #1 (“Well”) at a surface
location in the W.G. Hopson Survey, Abstract No. 571 in Grayson County, Texas,
and;

    


    WHEREAS,
The Operating Agreement attached hereto as Schedule 1 will govern all operations
for drilling and producing said well and will be executed by all working
interest Owners in the well.  Additional wells, if any, drilled within
the Contract Area specified in Schedule 1 will be added to this Agreement by an
appropriate amendment, mutually agreed to by the Parties.  The Well
and any other well which may become subject to this Agreement are collectively
referred to herein as Property, and,

    


    WHEREAS,
Payson wishes to retain the services of Mesa as more fully set forth herein, for
the purpose of providing Payson with operational services with respect to the
Property; and

    


    WHEREAS,
the Parties hereto desire to enter into this Agreement to set forth the
respective rights and obligations of the Parties with respect to the services to
be performed hereunder by Mesa;

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereto, intending to be legally bound,
agree as follows:

     

    ARTICLE
ONE

    Authority of
Mesa

    


    Payson
hereby retains Mesa to perform the services more specifically set forth herein
and authorizes Mesa to exercise such powers as may be necessary or appropriate
for the performance of Mesa’s services under this Agreement, and Mesa accepts
such retention on the terms and conditions hereinafter set forth.

     

    
      
        
        

      

      
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    ARTICLE
TWO

    Duties and Responsibilities
of Mesa

    


    2.1           General.   In
performing the services hereunder, Mesa shall, to the extent applicable, conform
to the policies and programs periodically established and approved by Payson,
which policies and programs shall be communicated to Mesa in
writing.  Additionally, prior to entering into any drilling contracts,
such contracts shall be approved by Payson in writing as further specified in
Article 2.6.

    


    2.2           Responsibilities and Duties
of Mesa.   Subject to the terms and provisions of this
Agreement and the approval of Payson, Mesa shall have the following
responsibilities and duties, portions of which may be delegated to third
parties.  Mesa
shall:

    


    (a)          
Arrange for locations to be surveyed and staked and take bids from
sub-contractors for operations to be performed;

    


    (b)          
Prepare or assist in the preparation (as appropriate) of project Authority for
Expenditure (AFE) and related budgets;

    


    (c)           Prepare
a drilling prognosis;

    


    (d)        
 Supervise or perform drilling and completion operations in accordance with
drilling prognosis and authorizations for expenditure (AFE) previously prepared
and submitted by Mesa for Payson approval, which approval shall be obtained
prior to the commencement of operations on the Property;

    


    (e)           Select
and supervise all subcontractors necessary to perform the services
herein;

    


    (f)           Supervise
production operations on the Property, if applicable;

    


    (g)           Obtain
permits and approvals from the appropriate regulatory agencies and file all
required State of Texas Oil and Gas Production Reports, Sundry Notices and Tax
Reports;

    


    (h)           Maintain
well records for the Property;

    


    (i)           Arrange
engineering support for the Property;

    


    (j)           Pay
all invoices generated for services performed hereunder in accordance with
approved AFE’s or other approved operations, including third party
charges;

     

    
      
        
        

      

      
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    (k)           Arrange
for the arms-length sale of any production which may be established on the
property;

    


    (l)           Distribute
the net revenue from any production sold to working interest and royalty owners
in accordance with properly prepared Division Order Opinions, and;

    


    (m)           Provide
any additional services mutually agreed upon by the Parties.

    


    2.3           Limitations on
Authority.    Without the written consent of Payson,
Mesa will not:

     

    
      	
               
      

            	
              (a)

            	
              Do
      any act in contravention of this
Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Hire
      or otherwise retain any employee in the name of Payson;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Acquire
      any interests in the Properties.

            


    

    


    2.4           Standard of
Care.   Mesa shall conduct all services in a good,
workmanlike and efficient manner, in accordance with sound industry practices
and standards.  Subject to receipt of Payson’s written authorizations
and consents as required herein, said services shall be in accordance with the
terms and provisions of leases, licenses, permits, contracts, and other
agreements pertaining to the Property, provided copies of said documents are
delivered to Mesa by Payson in a timely manner.

    


    2.5           Reporting.    Mesa
shall consult with and keep Payson fully informed on a regular basis regarding
all operations on the Property and the performance of the services provided
hereunder.

    


    2.6                                Limitation on
Authority.   By execution of this Agreement, the Parties
agree that the services provided for above shall be performed under the terms of
this Agreement.  The Parties represent to one another that they have
not represented in any manner, expressed or implied that they are an employee,
partner, affiliate or member of one another.  This Agreement does not
constitute a continuing working relationship between the Parties, and the
Parties agree that Mesa is an independent contractor to Payson.  Prior
to the start of an operation approved by Payson, nothing in this Agreement shall
be construed to confer upon either of the Parties, the right to bind the other
Party or commit or make any representations for the other Party to any third
party in any manner without the express written consent from the Party for whom
such commitment or representation is to be made.  However, once Payson
approves an operation and it’s AFE in writing, Mesa is authorized to carry out
said operation under the terms hereof.  Under normal circumstances the
only written contract required, if any, will be a drilling
contract.  For the purposes of this Agreement, all other services
ordered by Mesa, i.e., location work, consultants, logging, etc., will not
require written contracts and the actual cost for such services will be, as
appropriate, billed directly to Payson, or deducted from existing cash advances,
if any, without further approval.  Payson will be responsible for the
payment of all sums due for actions authorized by Payson and undertaken by Mesa,
and shall be obligated to perform all reasonable and customary acts committed to
by Mesa in accordance with this Agreement.  Further, it is understood
and agreed that Payson shall have no liability for any income taxes, payroll
taxes, or contributions imposed by the United States dealing with FICA,
unemployment compensation or other related items of
Mesa.   However, nothing contained herein shall limit Mesa’s
right and authority to make decisions or take actions on behalf of Payson, which
may be required by emergency conditions affecting safety at the well
site.

     

    
      
        
        

      

      
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    During the drilling of a well, various
decisions may need to be made by Payson regarding drilling operations or upon
the occurrence of an event of force majeure.  Prior to commencement of
operations hereunder, Payson agrees to designate an authorized representative
for this purpose and to provide phone numbers and email addresses as
appropriate.  When critical decisions need to be made that are outside
the scope of Mesa’s authority hereunder, in Mesa’s sole discretion, then Mesa
shall be obligated to attempt to reach an authorized Payson representative for a
period not to exceed four hours after the initial effort.  If
unsuccessful, Mesa shall have the right to suspend operations or to proceed
based upon its best judgment and Payson agrees to fully indemnify Mesa for any
negative outcome of these decisions, either financially or
otherwise.

    


    ARTICLE
THREE

    Compensation of
Mesa

    


    3.1           Fixed Overhead and
Operations Fee.  On drilling operations, down to and including
the setting of production casing, Payson shall pay Mesa a fee of $10,000 per
well.  On completion operations, Payson shall pay Mesa a fee of Six
Hundred and No/100ths Dollars ($600.00) per day commencing on the date that
completion operations begin and ending on the date that completion rigs and/or
equipment are moved off of the Property.   For producing wells,
Payson shall pay Mesa a fixed overhead rate per month (or applicable portion
thereof) of Five Hundred and No/100ths Dollars ($500.00) per month per
well.  Said overhead charges shall be adjusted as provided for in
Exhibit C, COPAS, of the Operating Agreement attached hereto as Schedule
1.   Mesa will charge overhead rates for Major Construction and
additional personnel as specified in the COPAS.

    


    
      	
               
      

            	
              3.2

            	
              Personnel.

            


    

    


    
      	
               
      

            	
              a.

            	
              Mesa
      shall bill and receive compensation in an amount mutually agreed to by the
      Parties and included on the final AFE, plus reasonable expenses, for
      onsite supervision as well as engineering, geological and other technical
      consultants assigned to work on the drilling and completion of the
      Well.

            


    

     

    
      
        
        

      

      
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              b.

            	
              Mesa
      shall bill and receive compensation in an amount mutually agreed to by the
      Parties, plus reasonable expenses, for pumpers and/or gaugers assigned to
      work on producing properties, if any.

            
	 	 	 


    

    
      	
               
      

            	
              c.

            	
              In
      addition, any special projects required and agreed to by the parties will
      be invoiced to Payson at a rate of $100.00 per hour or as mutually
      agreed.

            


    

    


    3.3           Cash
Call.   Regardless of anything contained herein to the
contrary, Mesa is not required to begin any operation unless and until Payson’s
invoice(s) therefore have been paid in full and the funds have been received by
Mesa.  Although an exception may be made at Mesa’s sole discretion,
payment must be received at least five (5) days before any drilling or
pre-drilling operation begins and three (3) days before any completion or other
subsequent operation begins.  Mesa will deposit all funds received
from Payson in a separate account with Sovereign Bank in Dallas, Texas or at
another bank upon mutual agreement of the parties.  All Payson funds
will remain in this segregated account until required by Mesa to pay expenses
authorized and approved by Payson in accordance with this
Agreement.  If Payson approves the commencement of operations, Mesa
may elect to proceed prior to the receipt of funds, provided, however, Payson
shall remain fully liable to provide such funding.

    


    ARTICLE
FOUR

    Duration and
Termination


    


    4.1           Effective
Date.   This Agreement shall become effective on the 1st
day of July, 2010, and shall continue in full force and effect until terminated
as set forth in Section 4.2.

    


    4.2           Termination.   The
following termination provisions shall apply:

    


    (a)           Mesa
may, with or without cause, terminate this Agreement upon thirty (30) days prior
written notice to Payson, which termination will be effective on the thirtieth
day after Payson’s receipt of said notice.  In the event Mesa
terminates this Agreement, the Parties shall have no further obligations to one
another hereunder, except with respect to those approved expenses which have not
yet been paid and the indemnifications provided herein.

    


    (b)           Payson
may, with or without cause, terminate this Agreement upon thirty (30) days prior
written notice to Mesa, which termination will be effective on the thirtieth day
after Mesa’s receipt of said notice. If Payson terminates this Agreement with
less than 30 days prior notice, Payson will pay Mesa a termination fee of
$3,000.00.  In the event Payson terminates this Agreement as provided
above, the Parties shall have no further obligations to one another hereunder,
except with respect to those approved expenses which have not yet been paid and
the indemnifications provided herein.

     

    
      
        
        

      

      
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    ARTICLE
FIVE

    Confidentiality

    


    5.1           Confidentiality.
Mesa, its members, employees, agents and representatives agree to maintain the
strict confidentiality of all data obtained or developed in performing its
services hereunder and shall not disclose such data to any person or entity,
except in the normal and customary performance of its duties hereunder, without
the prior written consent of Payson.  The foregoing confidentiality
shall not apply to data that (i) at the time of its disclosure or receipt was in
the public domain; (ii) after its disclosure or receipt became part of the
public domain, except by breach of Mesa’s obligation under this Article Five;
(iii) Mesa can establish that such data was rightfully in its possession at the
time of disclosure; or (iv) as required by law, rule or
regulation.  This confidentiality provision shall continue for so long
as this Agreement is in effect and for a period of one (1) year
thereafter.

    


    ARTICLE
SIX

    Indemnification

    


    6.1           Indemnification of
Payson.   Mesa shall indemnify and hold harmless Payson
and each of its respective officers, directors, employees and agents from and
against all liabilities, losses, damages, actions, suits, demands, claims of any
kind and nature, including reasonable costs and expenses (each a Claim), arising
or relating either directly or indirectly as a result of Mesa’s gross negligence
or willful misconduct while performing its services
hereunder.  Promptly upon the discovery of any Claim by Payson or
Mesa, the Party discovering such Claim shall give written notice to the
other.  Within ten (10) days of receipt of such notice, Mesa shall
proceed to respond to the Claim.  Notwithstanding the foregoing,
Payson will at all times have the right to participate, at its expense, in any
resolution thereof; provided, such participation shall not serve to limit Mesa’s
indemnification hereunder.

    


    6.2           Indemnification of
Mesa.   Payson shall indemnify Mesa, except as
specifically provided in 6.1 above, for all Claims suffered by Mesa arising
directly or indirectly as a result of Mesa’s carrying out its functions as set
forth herein during the term of this Agreement.  Notwithstanding the
foregoing, Payson shall not indemnify Mesa for any Claims arising from services
performed by Mesa in a grossly negligent manner or, as a result of gross
negligence, or willful misconduct, breaching the terms of this
Agreement.

     

    
      
        
        

      

      
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    ARTICLE
SEVEN

    Miscellaneous

    


    7.1           Insurance.  Unless
otherwise disclaimed in writing, Mesa will carry insurance on any well covered
by this Agreement as specified in Exhibit “D”, Insurance, to Schedule 1, at
Payson’s expense, for the benefit of Payson and will request its insurance
provider to provide Payson with a certificate of insurance specifying Payson as
an additional insured.

    


    7.2           Interpretation and
Conflict.   This Agreement shall be interpreted and
construed in accordance with the laws of the State of Texas without regard to
provisions regarding conflicts of law.  Venue for any legal action
related hereto shall be Dallas, Dallas County, Texas.  In the event of
a conflict between terms and provisions of this Agreement and the Operating
Agreement attached hereto as Schedule 1, the terms and provisions of this
Agreement will prevail.

    


    7.3           Modification of
Agreement.  This Agreement constitutes the entire agreement
between the parties hereto.  Any amendment or modification of this
Agreement shall be effective only if in writing and signed by the parties
hereto.

    


    7.4           Notices.   All
notices, payments, and other required communications under this Agreement shall
be in writing, and shall be addressed respectively as follows:

    


    
      	
                                 
      If to Mesa:

            	
              Mesa
      Energy Operating, LLC

              
                5220
      Spring Valley Road, Suite 525

              

              
                Dallas,
      TX  75254

              

              
                Attention: Randy M. Griffin,
      CEO

              

              
                Telephone:
      (972-490-9595)

              

              
                Fax:
      (972-490-9196)

              

            
	 	 
	

                                 
      If to Payson:

            	

              Payson
      Petroleum Company

              2050 Sierra Place

              Lewisville,
      TX  75077

              
                Telephone:
      (972)
      550-0000

                
                  Fax:
      (972)
      355-5555

                

              

            


    

    
    

    
    

     

    All
notices shall be given (i) by phone, personal delivery, or (ii) by electronic
communication, with a confirmation simultaneously sent by registered or
certified mail, return receipt requested, or (iii) by registered or certified
mail, return receipt requested.  All notices shall be effective and
shall be deemed delivered (i) if by phone or personal delivery, on the date of
delivery, if delivered during normal business hours, and if not delivered during
normal business hours, on the next business day following delivery, (ii) if by
electronic communication, on the date of delivery, and (iii) if solely by mail,
on the next business day after actual receipt.  Either Party hereto
may change its address by notice as provided in this section.

     

    
      
        
        

      

      
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    7.5           Waiver.   The
failure of either Party hereto to insist on the strict performance of any
provision of this Agreement or to exercise any right, power, or remedy upon a
breach hereof shall not constitute a waiver of any provision of this Agreement
or limit the Party’s right hereunder to enforce any provision or exercise any
right.

    


    7.6           Assignment.   Mesa
may not assign or otherwise transfer any of its rights, duties or obligations
hereunder without the express written consent of Payson.  Payson may,
however, freely assign all or any part of its rights or obligations
hereunder.

    


    IN WITNESS WHEREOF, the
Parties have hereunto set their hands as of the day and year first above
written.

     

    
      
        	 	
                MESA ENERGY OPERATING, LLC

                A Texas Limited Liability Company

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	
                Name: Randy
      M. Griffin

              	 
	 	 	Title:
      CEO	 


      

    

    


    
      
        	 	
                PAYSON PETROLEUM, INC.

                a Texas corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: Matthew C.
      Griffin	 
	 	 	Title: President	 


      

    

    


    
      
        
        

      

      
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