EXHIBIT 10.10

          CORPORATE ADVISOR I DIRECTOR/CONSULTING ENGAGEMENT AGREEMENT

     AGREEMENT  made as of this 15th day of  April,  2011 by and  between  South
Uintah Gas Properties, Inc. (the "Company"), address: 7609 Ralston Road, Arvada,
Colorado 80002, and Gary  Herick/Arrowhead  Consulting,  LLC (the "Consultant"),
address: ___________________________.

     WHEREAS,  the Company desires  professional  guidance and advice  regarding
public  company  and energy and  desires  Consultant  to act as a Board  Member,
Secretary and Finance Director; and

     WHEREAS,  Consultant  has  expertise  in the area of public  companies  and
energy companies and extensive financing background; and is willing to act as an
advisor, consultant, Secretary, Finance Director and Board Member to the Company
upon the terms and conditions set forth in this Agreement;

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
herein contained, the parties hereto agree as follows:

1.   DUTIES, SCOPE OF AGREEMENT, AND RELATIONSHIP OF THE PARTIES

     (a) The  Company  hereby  agrees  to  retain  Consultant  as Board  Member,
Secretary,  Finance  Director,  and Consultant agrees to act as Board Member and
Finance Director for the Company during the term of this Agreement.  All parties
understand  that  Consultant has other business  interests,  but will devote his
primary  business  time,  attention  and energies to the business of the Company
under this Agreement.  In addition,  the company  understands that  consultant's
efforts on behalf of his other  interests are the sole and separate  property of
Consultant.

     (b) The services  rendered by  consultant  to the company  pursuant to this
Agreement  shall be as an  independent  contractor,  and this Agreement does not
make Consultant the employee,  agent, or legal representative of the Company for
any purpose  whatsoever,  including  without  limitation,  participation  in any
benefits or  privileges  given or extended by the Company to its  employees.  No
right or  authority  is  granted  to  Consultant  to  assume  or to  create  any
obligation or responsibility, express or implied, on behalf of or in the name of
the company,  except as may be set forth herein.  The company shall not withhold
for  Consultant  any  federal  or state  taxes  from the  amounts  to be paid to
consultant  hereunder,  and Consultant  agrees that he will pay all taxes due on
such amounts.

          (i) Consultant  will be responsible  for managing the various  funding
     activities of the Company and will have such  authorities as would normally
     accrue to the Corporate Secretary and Finance Director.

     (c) Consultant  agrees to make available to Company its services as a Board
Member on an as needed basis on reasonable request.

                                      -1-
<PAGE>

2.   COMPENSATION

     (a) The Company will pay the Consultant $10,000 per month beginning June 1,
2011 and  1,000,000  warrants  as a retainer  to perform  Secretary  and Finance
Director services as described in Attachment A.

     (b) Other forms of compensation for additional services may occur depending
on the nature of a specific  engagement  and only upon the mutual  agreement  of
both parties.

3.   EXPENSES

     The Company shall pay the  Consultant a monthly  vehicle  allowance of $500
and reimburse Consultant for all pre-approved  reasonable and necessary expenses
incurred by it in carrying out its duties under this Agreement. Consultant shall
submit related receipts and documentation with his request for reimbursement.

4.   RENEWAL; TERMINATION

     (a) This Agreement shall continue in effect for 1 year until  terminated by
the parties.  Either the Company or the  Consultant may terminate this Agreement
by giving the other party thirty (30) days written notice. However,  termination
of  Consultant  by the Company  shall not  relieve the Company of its  financial
obligations to Consultant as defined herein. Death or the Consultant's inability
to continue performing his duties under the Contract will relieve the Company of
its financial obligations to Consultant as defined herein.

     (b) Subject to the  continuing  obligations  of Consultant  under Section 5
below,  either party may terminate this Agreement at any time if the other party
shall fail to fulfill any material obligation under this Agreement and shall not
have cured the breach within 10 days after having received notice thereof.

     (c)  Termination or expiration of this  Agreement  shall not extinguish any
rights of compensation that shall accrue prior to the termination.

5.   CONFIDENTIAL INFORMATION

     a. "Confidential Information," as used in this Section 5, means information
that is not generally  known and that is  proprietary to the Company or that the
Company is obligated to treat as proprietary. This information includes, without
limitation:

          i.   Trade secret information about the Company and its products;

                                      -2-
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          ii.  Information  concerning the Company's business as the Company has
               conducted  it  since  the  Company's  incorporation  or as it may
               conduct it in the future; and

          iii. Information  concerning any of the Company's  past,  current,  or
               possible  future   products,   including   (without   limitation)
               information   about   the   Company's   research,    development,
               engineering,  purchasing,  manufacturing,  accounting, marketing,
               selling, or leasing efforts.

     b.  Any  information  that  Consultant  reasonably  considers  Confidential
Information,  or that the Company treats as  Confidential  Information,  will be
presumed to be Confidential Information (whether Consultant or others originated
it and regardless of how it obtained it).

     c. Except as required in its duties to the Company,  Consultant will never,
either during or after the term of this Agreement,  use or disclose confidential
Information  to any person  not  authorized  by the  Company to receive it for a
period  of  two  (2)  years  after  termination  of  this  Agreement.   However,
information  in the  possession of  Consultant as of the Effective  Date of this
Agreement,  information that is public or becomes public, or information that is
required  to be  disclosed  by a bona fide legal  authority  is exempt from this
Agreement.

     d. If this Agreement is terminated,  Consultant  will promptly turn over to
the Company all records and any compositions,  articles,  devices, apparatus and
other  items  that  disclose,  describe,  or  embody  Confidential  Information,
including  all  copies,   reproductions,   and  specimens  of  the  Confidential
Information  in its  possession,  regardless of who prepared them. The rights of
the  Company  set forth in this  Section 5 are in  addition to any rights of the
Company with respect to protection of trade secrets or confidential  information
arising  out of the common or  statutory  laws of the State of  Colorado  or any
other  state or any country  wherein  Consultant  may from time to time  perform
services  pursuant  to  this  Agreement.   This  Section  5  shall  survive  the
termination or expiration of this Agreement.

     e. Consultant  agrees to enter into a 16(b) Plan for any sales of shares of
company, subject to the Plans approval by the company in writing.

6.   FALSE OR MISLEADING INFORMATION

     The  Company  warrants  that  it  will  provide  Consultant  with  accurate
financial,  corporate,  and other data required by Consultant  and necessary for
full  disclosure  of all facts  relevant to any efforts  required of  Consultant
under this Agreement. Such information shall be furnished promptly upon request.
If the Company fails to provide such information, or if any information provided
by the Company to  Consultant  shall be false or  misleading,  or if the Company
omits or  fails  to  provide  or  withholds  relevant  material  information  to
Consultant or to any  professionals  engaged  pursuant to paragraph  5(d) above,
then,  in such  event,  any and all fees  paid  hereunder  will be  retained  by
Consultant as liquidated  damages and this Agreement  shall be null and void and
Consultant shall have no further obligation hereunder.  Further, by execution of
this Agreement, the Company hereby indemnifies Consultant from any and all costs
for expenses or

                                      -3-


<PAGE>

damages incurred,  and holds Consultant  harmless from any and all claims and/or
actions that may arise out of providing  false or misleading  information  or by
omitting  relevant  information  in  connection  with the  efforts  required  of
Consultant under this Agreement.

7.   CONSULTANT'S BEST EFFORTS AND NO WARRANTY OF INFORMATION

           Consultant shall use its best efforts to use reliable information and
  scientific  techniques  associated  with  the oil and gas  business.  However,
  Consultant makes no warranty as to the completeness or  interpretation of such
  information, nor does Consultant warrant the information with regard to errors
  or omissions  contained therein.  Any reserve estimates,  price  calculations,
  price  forecasts,  exploration  potential  predictions or similar  information
  provided by Consultant  are, or may well be,  estimates only and should not be
  considered predictions of actual results.

8.   MISCELLANEOUS

     a. SUCCESSORS AND ASSIGNS.  This Agreement is binding on and ensures to the
benefit  of  the  Company.   Company  cannot  assign  this   Agreement   without
Consultant's written agreement.

     b.  MODIFICATION.  This  Agreement  may be  modified  or amended  only by a
writing signed by both the Company and Consultant.

     c.   GOVERNING  LAW.  The  laws  of  Colorado  will  govern  the  validity,
construction, and performance of this Agreement. Any legal proceeding related to
this Agreement will be brought in an appropriate  Colorado  court,  and both the
Company and  Consultant  hereby  consent to the exclusive  jurisdiction  of that
court for this purpose.

     d. CONSTRUCTION.  Wherever possible,  each prov1s1on of this Agreement will
be interpreted so that it is valid under the applicable law. If any provision of
this Agreement is to any extent invalid under the applicable law, that provision
will still be effective,  to the extent it remains valid.  The remainder of this
Agreement also will continue to be valid, and the entire Agreement will continue
to be valid in other jurisdictions.

     e.  WAIVERS.  No failure or delay by either the  Company or  Consultant  in
exercising  any right or remedy under this Agreement will waive any provision of
the Agreement,  nor will any single or partial exercise by either the Company or
Consultant of any right or remedy under this Agreement  preclude  either of them
from  otherwise or further  exercising  these  rights or remedies,  or any other
rights or remedies granted by any law or any related document.

     f. CAPTIONS. The headings in this Agreement are for convenience only and do
not affect this Agreement's interpretation.

     g.  ENTIRE   AGREEMENT.   This   Agreement   supersedes  all  previous  and
contemporaneous  oral negotiations,  commitments,  writings,  and understandings
between the parties concerning the matters in this Agreement.

                                      -4-
<PAGE>

     h.  NOTICES.  All notices and other  communications  required or  permitted
under this  Agreement  shall be in writing  and sent by  registered  first-class
mail,  postage  prepaid,  and shall be effective  five days after mailing to the
addresses  stated  below.  These  addresses  may be  changed at any time by like
notice.

                           In the case of the Company:

                                South Uintah Gas Properties, Inc.
                                7609 Ralston Road
                                Arvada, Colorado 80002

                           In the case of Consultant:

                                Gary Herick

     i.   INDEMNIFICATION.   Company  agrees  to  indemnify  and  hold  harmless
Consultant  from any and all  claims,  actions,  liabilities,  costs,  expenses,
including   attorney  fees  arising  from  claims  made  against  Consultant  in
connection  with  Company's  possession or use of advice,  guidance,  materials,
information, data or other services provided by Consultant under this Agreement.

     j. CONFLICTS OF INTEREST.  Company  acknowledges that Consultant is engaged
in the business of providing  consulting for other  companies in the oil and gas
industry within the North America and Asia. In the event Consultant is requested
by Company to provide  advice and  guidance on or about issues that may create a
potential conflict of interest between Consultants' s other business matters and
the Company's operations,  Consultant shall not be required by Company to render
advice and guidance on such an area. Company and Consultant shall use their best
efforts to notify each other of any  potential  conflicts of  interests.  In any
event,  Consultant's  general  knowledge  that  Company  plans to engage,  or is
actively engaging,  related to the oil and gas industry shall in no way preclude
Consultant,  or  Consultant's  business  entities,  from  providing  services or
consulting for other oil and gas companies within the same area.

     lN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.


"The Company"                                  "The Consultant"

South Uintah Gas Properties, Inc.              Gary Herick - Arrowhead
Consulting, LLC



/s/  George E. Harris                          /s/  Gary Herick
--------------------------------------------   --------------------------------




                                      -5-
<PAGE>
                                    EXHIBIT A

                                   TERM SHEET
                             INITIAL WARRANTS AWARD

     WARRANTS.  Subject to the Vesting  Requirements of the Consulting Agreement
and this  Exhibit,  Company  will grant  Consultant  warrants  to purchase up to
1,000,000 shares of Company common stock at $2.00 per share in the form attached
hereto as Exhibit B.

1.   Subject to  continuation  of  consultation  through the vesting  date,  the
     warrants will be vested in Consultant and  exercisable  with respect to 1/3
     of the shares on the first anniversary of the grant date, an additional 1/3
     of the shares on the second anniversary of the grant date and the final 1/3
     on the third anniversary of the grant date.

2.   Warrants will have a term expiring 2 years after vesting date.

3.   Company  agrees to register the Company's  shares subject to the warrant on
     Form  S-8 or such  other  registration  form as may be  available,  and the
     company shall provide a cashless exercise procedure.

4.   Consultant  agrees to execute a lock-up  agreement if any financing for the
     Company so requires.


<PAGE>
                                    EXHIBIT B

                                 FORM OF WARRANT

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT WERE
ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED,
THE "SECURITIES  ACT").  THE SECURITIES  EVIDENCED HEREBY MAY NOT BE TRANSFERRED
WITHOUT (1) AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER
MAY BE LAWFULLY  MADE  WITHOUT  REGISTRATION  UNDER THE  SECURITIES  ACT AND ALL
APPLICABLE STATE SECURITIES LAW; OR (II) SUCH REGISTRATION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                        SOUTH UINTAH GAS PROPERTIES, INC.

THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK ("WARRANT")  CERTIFIES THAT, for
value received,  ______________ (the "Holder"), is entitled to subscribe for and
purchase from SOUTH UINTAH GAS PROPERTIES,  INC. (the "Company"),  a corporation
organized and existing  under the laws of the State of Colorado,  at the Warrant
Exercise Price specified below during the exercise period specified below to and
including ________ THOUSAND  (___,000) fully paid and  non-assessable  shares of
Common Stock of the Company (the "Common Stock").

     The exercise  price of this Warrant  (subject to adjustment as noted below)
shall be ____ dollars ($__.00) per share (The "Warrant Exercise Price").

     This Warrant is subject to the following provisions, terms, and conditions:

1.   EXERCISE.  This Warrant or any portion  thereof shall be exercisable at any
     time from and after the date hereof, by the registered Holder by payment of
     the Warrant Exercise Price per share in immediately  available funds to the
     Company at any time prior to 5:00 p.m.,  Colorado  time, on August __, 2013
     ("the Expiration Date").

Holder may assign portions of the warrants hereunder by Letter of Instruction to
the Company prior to issue.

2.   REPRESENTATIONS AND WARRANTIES. The Company represents and warrants that:

     (a)  the Company has all requisite  power and  authority to execute,  issue
          and perform this Warrant and to issue the Common Stock;

     (b)  this  Warrant  has been duly  authorized  by all  necessary  corporate
          action,  has been  duly  executed  and  delivered,  and is a legal and
          binding obligation of the Company;

                                      -1-
<PAGE>

     (c)  all  shares  which  may be  issued  upon the  exercise  of the  rights
          represented  by  this  Warrant   according  to  the  terms  hereof  or
          represented  by  the  Common  Stock  will,  upon  issuance,   be  duly
          authorized and issued, fully paid, and nonassessable; and

     (d)  during the period within which the rights  represented by this Warrant
          may be exercised,  the Company will at all times have authorized,  and
          reserved  for the  purpose of issue or transfer  upon  exercise of the
          subscription  rights evidenced by this Warrant, a sufficient number of
          shares of its Common  Stock to provide for the  exercise of the rights
          represented by this Warrant.

3.   ADJUSTMENTS.

     (a)  In case the Company shall

          (i)  declare a dividend  upon the Common Stock payable in Common Stock
               (other than a dividend  declared to effect a  subdivision  of the
               outstanding  shares of Common Stock, as described in subparagraph
               (b)  below)  or any  obligations  or any  shares  of stock of the
               Company which are  convertible  into or  exchangeable  for Common
               Stock  (such  obligations  or shares of stock  being  hereinafter
               referred  to as  "Convertible  Securities"),  or in any rights or
               options to purchase any Common Stock or  Convertible  Securities,
               or

          (ii) declare any other  dividend or make any other  distribution  upon
               the Common Stock,

          then  thereafter  the holder of this Warrant upon the exercise  hereof
          will be entitled  to receive  the number of shares of Common  Stock to
          which such  holder  shall be  entitled  upon such  exercise,  and,  in
          addition and without further payment  therefor,  such number of shares
          of Common  Stock,  such that upon exercise  hereof,  such holder would
          receive as a result of each dividend described in clause (i) above and
          each  dividend or  distribution  described  in clause (ii) above which
          such  holder  would  have  received  by way of any  such  dividend  or
          distribution  if,  continuously  since  the  record  date for any such
          dividend or  distribution,  such holder (x) had been the record holder
          of the  number of shares of Common  Stock then  received,  and (y) had
          retained  all  dividends  or  distributions  in  stock  or  securities
          (including Common Stock or Convertible Securities, or in any rights or
          options  to  purchase  any  Common  Stock or  Convertible  Securities)
          payable in respect of such Common  Stock or in respect of any stock or
          securities paid as dividends or distributions and originating directly
          or indirectly from such Common Stock.

     (b)  In case the Company shall at any time subdivide its outstanding shares
          of Common Stock into a greater number of shares,  the number of shares
          subject to this Warrant immediately prior to such subdivision shall be
          proportionately  increased,  and  conversely,  in case the outstanding
          shares of Common Stock of the Company shall be combined into a smaller
          number  of  shares,  the  number  of shares  subject  to this  Warrant
          immediately  prior  to  such  combination  shall  be   proportionately
          reduced.

                                      -2-
<PAGE>

     (c)  If any capital reorganization or reclassification of the capital stock
          of the  Company,  consolidation  or merger of the Company with another
          corporation,  or the sale of all or substantially all of its assets to
          another  corporation  shall be effected in such a way that  holders of
          Common Stock shall be entitled to receive stock, securities, or assets
          with respect to or in exchange for Common Stock,  then, as a condition
          of such reorganization,  reclassification,  consolidation,  merger, or
          sale,  lawful and adequate  provision shall be made whereby the holder
          hereof shall  thereafter have the right to purchase and receive,  upon
          the basis and upon the terms and conditions  specified in this Warrant
          and in  lieu  of  the  shares  of  the  Common  Stock  of the  Company
          immediately  theretofore  purchasable and receivable upon the exercise
          of the rights represented hereby, such shares of stock,  securities or
          assets as may be issued or payable  with respect to or in exchange for
          a number of  outstanding  shares  of such  Common  Stock  equal to the
          number of shares of such stock immediately theretofore purchasable and
          receivable upon the exercise of the rights represented hereby had such
          reorganization,  reclassification,  consolidation, merger, or sale not
          taken place, and in any such case appropriate  provision shall be made
          with respect to the rights and interests of the holder of this Warrant
          to the end that the provisions  hereof (including  without  limitation
          provisions for  adjustments  of the Warrant  Exercise Price and of the
          number of shares  purchasable upon the exercise of this Warrant) shall
          thereafter  be  applicable,  as nearly as may be, in  relation  to any
          shares of stock, securities, or assets thereafter deliverable upon the
          exercise hereof.

     (d)  Excluding a potential merger with a public company candidate currently
          in contemplation  (the "Merger"),  to which warrant holder consents by
          its subscription hereto and in which, if completed, the public company
          will assume and accede to all of the  liabilities  and  obligations of
          the company  hereunder,  and under which the public company will issue
          an equal number of notes with identical  terms and conditions as those
          in the  Company,  and common  shares,  preferred  shares of  identical
          classes and warrants in exchange for the notes, shares and warrants of
          South Uintah Gas  Properties,  Inc.,  and  excluding  those events set
          forth in the two paragraphs  following this  paragraph,  if (i) all or
          any portion of the warrant shall be exercised  subsequent to any share
          dividend,  split-up,   recapitalization,   merger,  consolidation,  or
          liquidation  occurring  after  the date  hereof,  as a result of which
          shares of any class shall be issued in respect to  outstanding  Common
          Stock or Common  Stock  shall be changed  into the same or a different
          number of shares of the same or  another  class or  classes  (a "Reorg
          Event"),  or (ii) if Common  Stock or  securities  exercisable  for or
          convertible  into  Common  Stock are issued at a price less than $2.00
          (as  adjusted  for  stock  splits,  stock  dividends  and the  like)(a
          "Dilutive  Event") the person or persons so converting the Convertible
          Promissory Note shall receive,  for the aggregate price paid upon such
          conversion, the aggregate number and class of shares which such person
          would  have  received,  if  Common  Stock (as  authorized  at the date
          hereof) had been  purchased at the date hereof for the same  aggregate
          price as those shares  offered and sold at a price (equal to the price
          in the  Dilutive  Event)  and all  such  share  dividends,  split-ups,
          recapitalizations, mergers, consolidations, combinations, or exchanges

                                      -3-
<PAGE>

          of shares, separations,  reorganizations, or liquidations in all Reorg
          Events;  provided,  however, that no fractional shares shall be issued
          upon  any  such  exercise,  and the  aggregate  price  paid  shall  be
          appropriately reduced on account of any fractional share not issued.

          The Company has pending  subscriptions  for or convertible  promissory
          notes in the amount of $500,000  convertible  to common stock at $0.25
          and  appurtenant  options to purchase  shares for 2 years at $0.50 per
          share, and such  subscriptions  shall not trigger any adjustment under
          this section 4. The  conversion  rights under the Secured  Convertible
          Promissory  Note for $500,000 @ $.20 and appartent shall not be deemed
          to trigger this adjustment clause.

          The sale of private  placement shares of up to 5,000,000 common shares
          at $1.00  shall not be  deemed to  trigger  the  anti-dilution  clause
          herein.

          Further,  the anti-dilution  clause herein shall not be triggered upon
          the intended merger/business  combinations with a public shell or upon
          the acquisition of the Lexico and Uinta/Natural Buttes assets.

     (e)  Excluding  those events set forth in (d) above,  if the Company issues
          or grants any rights or options to subscribe for or to purchase shares
          of Common  Stock at a price per share of Common Stock less than either
          (I) the  Warrant  Exercise  Price,  and (II) after 6 months  from date
          hereof, the then-current  Market Price (as defined below) per share of
          Common Stock, then the total number of shares of Common Stock issuable
          upon  exercise  of  this  Warrant  shall  be  increased  by an  amount
          determined by multiplying (I) the number of shares of Common Stock for
          which this Warrant is exercisable immediately prior to such adjustment
          by (II) an amount  determined  by dividing (i) the number of shares of
          Common  Stock  underlying  the rights or options  giving  rise to such
          adjustment  by (ii) the total  number of shares of Common  Stock  then
          outstanding.

     (f)  Upon each adjustment in the number of shares the Holder is entitled to
          purchase  upon exercise of this Warrant,  the Warrant  Exercise  Price
          hereunder shall be  appropriately  adjusted such that the Holder shall
          hold Warrants  entitling Holder to purchase the number of shares as so
          adjusted  for  an  aggregate  Warrant  Exercise  Price  equal  to  the
          aggregate  Warrant Exercise Price in effect  immediately prior to such
          adjustment.

     (g)  In case any time:

          (i)  any of the adjustments required by 4(a) through (e) occur;

          (ii) the  Company  shall make any  distribution  to the holders of its
               capital stock;

          (iii)the Company shall offer for  subscription pro rata to the holders
               of its capital stock any additional  shares of stock of any class
               or other rights; or

                                      -4-
<PAGE>

          (iv) there  shall  be  a   voluntary   or   involuntary   dissolution,
               liquidation or winding up of the Company;

          then, in any one or more of said cases, the Company shall give written
          notice,  by  first-class  mail,  postage  prepaid,  addressed  to  the
          registered  holder of this  Warrant at the  address of such  holder as
          shown on the books of the Company,  of the date on which (x) the books
          of the  Company  shall  close  or a record  shall  be  taken  for such
          dividend,  subdivision,  distribution,  or subscription rights, or (y)
          such reorganization,  reclassification,  consolidation,  merger, sale,
          dissolution,  liquidation  or winding up, or  conversion or redemption
          shall take place,  as the case may be. Such notice  shall also specify
          the date as of which the  holders  of  capital  stock of record  shall
          participate in such dividend, distribution, or subscription rights, or
          shall be entitled to exchange  their capital  stock for  securities or
          other property deliverable upon such reorganization, reclassification,
          consolidation,  merger, sale, dissolution,  liquidation or winding up,
          or conversion or  redemption,  as the case may be. Such written notice
          shall be given at least ten (10) days prior to the action in  question
          and not less than ten (10) days prior to the  record  date or the date
          on which the Company's transfer books are closed in respect thereto.

     (h)  No fractional shares of Common Stock shall be issued upon the exercise
          of this Warrant,  but,  instead of any fraction of a share which would
          otherwise be issuable,  the Company shall pay a cash adjustment (which
          may be effected as a reduction  of the amount to be paid by the holder
          hereof upon such  exercise)  in respect of such  fraction in an amount
          equal to the same  fraction  of the  Market  Price per share of Common
          Stock as of the close of business  on the date of the notice  required
          by Section  4(g).  "Market  Price" shall mean,  if the Common Stock is
          traded on a securities  exchange or on the NASDAQ System,  the average
          of the  closing  prices of the Common  Stock on such  exchange  or the
          NASDAQ  System on the twenty (20)  trading  days ending on the trading
          day prior to the date of  determination,  or, if the  Common  Stock is
          otherwise traded in the  over-the-counter  market,  the average of the
          closing  bid  prices on the twenty  (20)  trading  days  ending on the
          trading  day  prior to the date of  determination.  If at any time the
          Common  Stock is not traded on an  exchange or the NASDAQ  System,  or
          otherwise  traded in the  over-the-counter  market,  the Market  Price
          shall be deemed to be the higher of

          (i)  the book value thereof as  determined by any firm of  independent
               public  accountants of recognized  standing selected by the Board
               of  Directors  of the  Company  as of the last  day of any  month
               ending within sixty (60) days  preceding the date as of which the
               determination is to be made, or

          (ii) the fair value  thereof  determined in good faith by the Board of
               Directors  of the  Company as of a date  which is within  fifteen
               (15)  days of the date as of  which  the  determination  is to be
               made.

4.   NO VOTING  RIGHTS.  This Warrant shall not entitle the Holder hereof to any
     voting rights or other rights as a stockholder of the Company.

                                      -5-
<PAGE>

5.   RESTRICTIONS  ON  TRANSFER.  This  Warrant  and the shares of Common  Stock
     issued or issuable  through the  exercise of this  Warrant are  "restricted
     securities" under the Securities Act of 1933 (the "Securities Act") and the
     rules  and  regulations   promulgated  thereunder  and  may  not  be  sold,
     transferred,  pledged,  or  hypothecated  without  such  transaction  being
     registered  under  the  Securities  Act and  applicable  state  laws or the
     availability  of an  exemption  therefrom ; a legend to this  effect  shall
     appear  on  this  Warrant   and,   unless  the  issuance  is  a  registered
     transaction, on all shares of Common Stock issued upon the exercise hereof.
     The holder of this Warrant,  by acceptance  hereof,  agrees to give written
     notice to the Company before  transferring this Warrant or transferring any
     Common Stock  issuable or issued upon the exercise  hereof of such holder's
     intention to do so, describing  briefly the manner of any proposed transfer
     of this Warrant or such holder's intention as to the disposition to be made
     of shares of Common Stock issuable or issued upon the exercise hereof. Such
     holder shall also provide the Company with an opinion of counsel reasonably
     satisfactory  to the  Company to the effect that the  proposed  transfer of
     this Warrant or disposition of shares may be effected without  registration
     or  qualification  (under any federal or state law) of this  Warrant or the
     shares of Common Stock  issuable or issued upon the exercise  hereof.  Upon
     receipt of such  written  notice and  opinion by the  Company,  such holder
     shall be entitled to transfer this Warrant,  or to exercise this Warrant in
     accordance  with its terms and  dispose  of the shares  received  upon such
     exercise or to dispose of shares of Common Stock received upon the previous
     exercise of this Warrant,  all in  accordance  with the terms of the notice
     delivered  by such  holder to the  Company,  provided  that an  appropriate
     legend  respecting the aforesaid  restrictions  on transfer and disposition
     may be  endorsed  on this  Warrant  or the  certificates  for such  shares.
     Transfers to family of Holder as "restricted"  shall be allowed by Company,
     as a matter of course.

6.   TRANSFER  PROCEDURES.  Subject to the provisions of Section 5, this Warrant
     and all rights  hereunder  are  transferable,  in whole or in part,  at the
     principal  office of the Company by the holder  hereof in person or by duly
     authorized attorney, upon surrender of this Warrant properly endorsed. Each
     taker and holder of this Warrant,  by taking or holding the same,  consents
     and agrees that the bearer of this Warrant,  when endorsed,  may be treated
     by the  Company  and all other  persons  dealing  with this  Warrant as the
     absolute  owner  hereof  for any  purpose  and as the  person  entitled  to
     exercise the rights represented by this Warrant,  or to the transfer hereof
     on the books of the Company,  any notice to the  contrary  notwithstanding;
     but until such transfer on such books, the Company may treat the registered
     holder hereof as the owner for all purposes.

7.   REGISTRATION RIGHTS.

     (a) Demand Registration  Rights.  During the two (2) year period commencing
the  Date of  Issuance,  upon  the  written  request  of the  Holders  of  those
securities  representing  at least a majority of the sum of the Shares  issuable
upon the exercise of this Warrant,  the Company  agrees to prepare and file with
the Commission, no more than once, a post-effective Amendment, or a registration
statement  under the Act,  registering or qualifying  the securities  underlying
this  Warrant.  The  Company  agrees to use its best  efforts to cause the above
filing to become effective.

                                      -6-
<PAGE>

     (b) If at any time the Company  proposes to register  the sale of shares of
Common  Stock  (whether  for itself or any of its  security  holders)  under the
Securities  Act  and the  registration  form  to be  used  may be  used  for the
registration of shares underlying this Warrant (a "Piggyback Registration"), the
Company  shall give  prompt  written  notice to the Holder of its  intention  to
effect such a registration and, subject to Section 7(b) below,  shall include in
such  registration  all shares of Common  Stock  underlying  this  Warrant  with
respect to which the Company has received Holder's written request for inclusion
in such  registration,  provided  that such  request must be received by Company
within  20  days  after  the  date  of  the  Company's  notice  to  Holder.  The
Registration  Expenses  in all  Piggyback  Registrations  shall  be  paid by the
Company.

     (c) If a Piggyback  Registration is an underwritten primary registration on
behalf of the Company or a successor,  and the managing  underwriters advise the
Company in writing  that in their  opinion the number of shares of Common  Stock
requested  to be included in such  registration  exceeds the number which can be
sold in such  offering  without  adversely  affecting the  marketability  of the
offering, the Company shall exclude from such registrations the excess amount of
shares of Common Stock,  and shall include in such  registration  (i) first, the
securities  the Company  proposes to sell;  (ii) second,  shares of Common Stock
requested to be included in such  registration  by the holders of all securities
of the Company  having  registration  rights,  prorata  among the owners of such
securities  on the basis of the number of shares of Common  Stock or  equivalent
shares of  Common  Stock  owned by each  such  owner,  and  (iii)  third,  other
securities  requested  to be included  in such  registration,  in the  Company's
discretion.

     (d)  Whenever  the Holder  has  requested  that any shares of Common  Stock
underlying  this Warrant be  registered  pursuant to this Section 7, the Company
shall use its best  efforts  to  effect  the  registration  and the sale of such
shares in  accordance  with the  intended  method of  disposition  thereof,  and
pursuant thereto the Company shall as expeditiously as possible:


     (i)  notify the Holder of the effectiveness of each registration  statement
          filed  hereunder and prepare and file with the Securities and Exchange
          Commission  such  amendments  and  supplements  to  such  registration
          statement and the  prospectus  used in connection  therewith as may be
          necessary to keep such registration  statement  effective for a period
          of not  less  than  180 days and  comply  with the  provisions  of the
          Securities  Act with  respect  to the  disposition  of all  securities
          covered  by  such   registration   statement  during  such  period  in
          accordance  with the intended  methods of  disposition  by the sellers
          thereof set forth in such registration statement;

     (ii) furnish  the  Holder  such  number  of  copies  of  such  registration
          statement,  each  amendment and  supplement  thereto,  the  prospectus
          included in such  registration  statement  (including each preliminary
          prospectus)  and such other  documents  as such seller may  reasonably
          request in order to facilitate the disposition of the shares of Common
          Stock underlying this Warrant;

                                      -7-
<PAGE>

     (v)  use  its  best  efforts  to  comply  with  all  applicable  rules  and
          regulations  of the  Securities  and Exchange  Commission,  and in the
          event of the issuance of any stop order  suspending the  effectiveness
          of a registration  statement, or of any order suspending or preventing
          the use of any related  prospectus or suspending the  qualification of
          any equity securities included in such registration statement for sale
          in any  jurisdiction,  the Company shall use its best efforts promptly
          to obtain the withdrawal of such order.

     (e) In  connection  with any  registration  statement  in which  Holder  is
participating,  each  Holder  shall  furnish  to the  Company  in  writing  such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection with any such registration statement or prospectus and, to the extent
permitted by law,  shall  indemnify the Company,  its directors and officers and
each person who controls the Company  (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue  or  alleged   untrue   statement  of  material  fact  contained  in  the
registration  statement,  prospectus or preliminary  prospectus or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by Holder.

     (e) Holder may not  participate  in any  registration  under this Section 7
which is underwritten unless Holder (i) agrees to sell Holder's shares of Common
Stock on the basis  provided in any  underwriting  arrangements  approved by the
Company and (ii) completes and executes all questionnaires,  powers of attorney,
indemnities,  underwriting  agreements  and other  documents  required under the
terms of such underwriting arrangements.

8.   MISCELLANEOUS.

     (a)  NOTICES,  ETC.  All  notices  and  other  communications  required  or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid,  by facsimile  transmission or electronic mail,
or otherwise delivered by hand or by messenger, addressed

          (i)  if to a holder of this  Warrant,  at such  holder's  address  set
               forth on the books of the  Company,  or at such other  address as
               such holder shall have furnished to the Company in writing; or

          (ii) if to the  Company,  one  copy  should  be sent to the  Company's
               current  address  at  ______________________,  or at  such  other
               address as the Company shall have designated by notice.

          Each such notice or other communication shall for all purposes of this
          Agreement be treated as effective or having been given when  delivered

                                      -8-

<PAGE>

          if delivered personally; if sent by first class, postage prepaid mail,
          at the earlier of its receipt or seventy-two (72) hours after the same
          has  been  deposited  in a  regularly  maintained  receptacle  for the
          deposit of the United States mail,  addressed and mailed as aforesaid;
          or, if sent by facsimile  transmission  or  electronic  mail as of the
          date delivery is confirmed by the sender's equipment.

     (b)  SEVERABILITY.  If any provision of this Agreement  shall be held to be
illegal,   invalid,   or   unenforceable,   such  illegality,   invalidity,   or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid, or unenforceable any other provision of this
Agreement,  and this  Agreement  shall be  carried  out as if any such  illegal,
invalid, or unenforceable provision were not contained herein.

     (c) GOVERNING LAW. This Warrant will be governed in accordance with federal
law to the extent  applicable and by the internal law, not the law of conflicts,
of the State of Colorado.


















                                      -9-
<PAGE>




     IN WITNESS  WHEREOF,  South  Uintah Gas  Properties,  Inc.  has caused this
Warrant  to  be  signed  by  its  duly  authorized   officer  and  dated  as  of
_______________, 2011.


                                     SOUTH UINTAH GAS PROPERTIES, INC.


                                     By: ___________________________________
                                            Chief Financial Officer




































                                      -10-
<PAGE>

                                SUBSCRIPTION FORM

                 To be Executed by the Holder of this Warrant if
                 such Holder Desires to Exercise this Warrant in
                                Whole or in Part:

To:      South Uintah Gas Properties, Inc. (the "Company")

The   undersigned    ___________________________    (Social    Security   number
_____________or     taxpayer     identification     number    of     Subscriber:
_________________________)  hereby  irrevocably  elects to exercise the right of
purchase   represented  by  this  Warrant  for,  and  to  purchase   thereunder,
____________  shares of the  Common  Stock (the  "Common  Stock")  provided  for
therein and tenders  payment  herewith to the order of the Company in the amount
of  $______________,  such  payment  being made as  provided on the face of this
Warrant.

The undersigned  requests that  certificates  for such shares of Common Stock be
issued as follows:

Name: __________________________________________________________________________


Address: _______________________________________________________________________

________________________________________________________________________________

Deliver to: ____________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________

and,  if such  number of shares of Common  Stock  shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock  purchasable  under this Warrant be  registered in
the name of, and delivered to, the undersigned at the address stated above.


Dated:   ______________________

                                        Signature
                                        ________________________________________
                                        Note: The signature on this Subscription
                                        Form  must  correspond  with the name as
                                        written upon the face of this Warrant in
                                        every particular,  without alteration or
                                        enlargement or any change whatever.






























                                      -11-