EXHIBIT 10.13

               CORPORATE ADVISOR / DIRECTOR ENGAGEMENT AGREEMENT

     AGREEMENT  made as of this 1st day of  June,  20 1 1 by and  between  South
Uintah Gas Prope1ties, Inc. (the "Company"). address: 7609 Ralston Road, Arvada,
Colorado 80002, and Max P. Sommer (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: and

     WHEREAS,  Consultant  has  expertise  in the area of public  companies  and
energy  companies:  and is willing to act as an advisor 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,  and
Consultant agrees to act as Board Member for the Company during the term of this
Agreement.  All  parties  understand  that  Consultant  has many other  business
interests  and will devote as much time as in its  discretion  as  necessary  to
perform its duties 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.

     (c) Consultant  agrees to make available to Company its services as a Board
Member on an as needed basis on reasonable request with a total time requirement
not expected to exceed 100 hours in one year.

2.   COMPENSATION

     (a) The Company will issue 100,000  shares of restricted  common stock plus
200,000  warrants to purchase shares of the Company's  common stock as described
in  Attachment A to  Consultant  as a retainer.  Company shall issue said shares
within sixty (60) days from the execution of this Agreement by both parties.

     (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 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 this Agreement by giving the other part
thirty (30) days written  notice.  However,  termination  of  Consultant  by the

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Company shall not 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;

          (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 tum 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  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

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Consultant shall have no further obligation hereunder.  Further, by execution of
this Agreement. the Compan1 hereby indemnifies Consultant from any and all costs
for expenses or 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  infom1ation  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 provision 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  lav.  , 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 i n 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 gran ted by any law or any related document.

     (f) CAPTIONS.  The headings in this Agreement arc 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.

     (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, CO 80002

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                   In the case of Consultant:

                           Max P. Sommer

     (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  petroleum  consulting  for  other  oil  and gas
companies  within  the United  States and  Canada.  ln the event  Consultant  is
requested  by Company to provide  advice and  guidance on or about  geographical
areas that may create a  potential  conflict of  interest  between  Consultant'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,  in oil and gas  exploration
within an area shall in no way preclude  Consultant,  or  Consultant's  business
entities,  from  performing  land services or  consulting  for other oil and gas
companies within the same area.

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

"The Company"                                        "Consultant"
South Uintah Gas Properties, Inc.                    Max P. Sommer

/s/  George E. Harris                                /s/  Max P. Sommer
--------------------------------------------         --------------------------




















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                                   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
200,000  shares of Company  common  stock  with  100,000 at $1 .00 per share and
100,000 at $3 per share in the form attached hereto as Exhibit B.

1.   The warrants  will be vested in  Consultant  and  exercisable  on the first
     anniversary of the grant date.

2.   Warrants will have a term of 3 years.

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>
                         SOUTH UINTAH GAS PROPERTIES, INC. WARRANT NUMBER: _____
                                              _________, 2011 ("THE GRANT DATE")


                                    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;

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<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

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<PAGE>

subject  to  this  Warrant  immediately  prior  to  such  combination  shall  be
proportionately reduced.

     (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

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<PAGE>

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  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;

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<PAGE>

          (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

          (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

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<PAGE>

          (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.  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.

                                      -6-
<PAGE>

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.

     (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

                                      -7-
<PAGE>

               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;

          (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

                                      -8-
<PAGE>

          (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  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-