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                                                                   EXHIBIT 10.29

                 K-2 MEXP EXPLORATION AND DEVELOPMENT AGREEMENT

     This Agreement is made and entered into this 17/th/ day of June, 1998 by
and between K2 America Corporation, a Montana corporation, and K2 Energy Corp.,
Alberta corporation, whose address is 500-435 4/th/ Avenue, S.W., Calgary,
an Alberta, Canada T2P 3A8 ("K2") and Miller Exploration Company, a Delaware
corporation, whose address is 333 Clay, Suite 4605, Three Allen Center, Houston,
Texas 77002 ("MEXP").

I.   DEFINITIONS

     A.   Additional Tribal Lands. "Additional Tribal Lands" means certain
          Blackfeet Tribal mineral acres identified by the parties which are
          neither subject to the Blackfeet-K2 EDA nor part of the Partner Option
          Lands.

     B.   Agreement. "Agreement" means this K2-MEXP Exploration and Development
          Agreement.

     C.   Allotted Lands. Any lands and/or oil and gas mineral estate lying
          thereunder owned by any individual Indian, the title to which is held
          in trust by the United States of America or is subject to restrictions
          against alienation imposed by the United States of America.

     D.   AMI. "AMI" means the Area of Mutual Interest created by and described
          in Section II of this Agreement.

     E.   Blackfeet-K2 EDA. "Blackfeet-K2 EDA" means Lease No. IMDA97
          14-20-0251-7489 between the Blackfeet Tribal Business Council of the
          Blackfeet Indian Tribe of the Blackfeet Indian Reservation ("Blackfeet
          Tribe") and K2 America Corporation covering approximately 291,261
          gross acres.

     F.   Earned Acreage. "Earned Acreage" means the Blackfeet Tribal mineral
          acres converted to oil and gas leasehold interests pursuant to
          paragraph 6 of the Blackfeet-K2 EDA.

     G.   Earning Well. "Earning Well' means one of the 15 wells which K2 is
          obligated to drill pursuant to paragraph 6 of the Blackfeet-K2 EDA.

     H.   Fee Lands. Any lands and/or the oil and gas mineral estate lying
          thereunder owned by any individual, party or entity, inclusive of any
          individual Indian, the title to which is held by any such individual,
          party or entity and not subject to restrictions against alienation
          imposed by the United States of America.

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     I.   Geoscience Operations. No definition needed.

     J.   JOA. "JOA" means the form of Joint Operating Agreement attached hereto
          as Exhibit B, or if the context so requires an executed Joint
          Operating Agreement.

     K.   Mandatory Participation Earning Well. "Mandatory Participation Earning
          Well" means an Earning Well with an objective depth less than or equal
          to 6,000 feet total vertical depth.

     L.   Miscellaneous Lands. Any lands and/or the oil and gas mineral estate
          lying thereunder not tribal, allotment or fee.

     M.   Non-Earning Well. "Non-Earning Well" means the sixteenth or later well
          drilled on the Blackfeet Tribal mineral acres covered by the
          Blackfeet-K2 EDA.

     N.   Optional Participation Earning Well. "Optional Participation Earning
          Well" means an Earning well with objective depth of more than 6,000
          total vertical depth.

     O.   Partner Option Lands. "Partner Option Lands" means the approximate
          314,000 gross Blackfeet Tribal acres on which K2 has the right to
          select a partner to participate in this acreage pursuant to the March
          9, 1998 agreement attached hereto as Exhibit A.

     P.   Tribal Lands. Any lands and/or the oil and gas mineral estate lying
          thereunder owned by the Blackfeet Tribe of Indians, the title to which
          is held in trust by the United States of America or is subject to
          restrictions against alienation imposed by the United States of
          America.

II   AREA OF MUTUAL INTEREST

     A.   Description. The AMI is outlined on the K2 map captioned "Montana
          Properties" attached hereto as Exhibit "C" and is comprised of the
          following:

          1.   Lease No. IMDA97 14-20-0251-7489 between the Blackfeet Tribal
               Business Council of the Blackfeet Indian Tribe of the Blackfeet
               Indian Reservation ("Blackfeet Tribe") and K2 America Corporation
               covering approximately 291,261 gross acres ("Blackfeet-K2 EDA"),
               which is comprised of the following areas:

               a.   Cental Block

               b.   St. Mary Block

               c.   Morning Gun Block

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          2.   Phase II - "Partner Options Lands" per map (approximately 314,000
               gross acres).

          3.   Allotted, Fee, Other Tribal Lands and Miscellaneous Lands within
               the AMI outline.

     B    Lease Acquisition.

          1.   Blackfeet-K2 EDA. MEXP had paid to K2 $100,000 US as a deposit
               for an assignment of a 50% undivided interest in the Lessee's
               rights and obligations under the Blackfeet-K2 EDA. Upon receipt
               of (a) written amendment of the Blackfeet-K2 EDA to provide that
               the Exploration Phase/Earnings Wells Paragraph 6 be changed to
               five years from May, 1998 and to a May 1, 1998 anniversary date
               (b) written approval of such assignment from K2 to MEXP pursuant
               to Paragraph 15 of the Blackfeet-K2 EDA and (c) on the approval
               and acceptance by The Blackfeet Tribe and any applicable federal
               agency of the clarifications set out in the Letter dated June 15,
               1998 attached hereto as Exhibit D, which amendment and approvals
               the parties shall diligently pursue, MEXP shall pay K2 an
               additional $650,000 US in exchange for a written assignment of an
               undivided 50% interest of the Lessee's rights and obligations
               under the Blackfeet-K2 EDA access and, to the extent not
               prohibited by licensing agreements, copies of all geological,
               geophysical, lease and mineral ownership and other data in K2's
               possession or control relating to the AMI. If such amendment and
               approval to assignment are received, but MEXP does not tender the
               $650,000 US payment, K2, at its sole option, may immediately
               terminate this Agreement and retain the $100,000 US deposit, in
               which event all rights and obligations associated with this
               Agreement shall terminate and K2 shall be free and clear to
               negotiate with other parties. If such amendment and approval to
               assignment are not received within 90 days of the date hereof,
               MEXP, at its sole option, may terminate this Agreement, and in
               that event K2 shall immediately refund the $100,000 US deposit,
               all rights and obligations associated with this Agreement shall
               terminate and K2 shall be free and clear to negotiate with other
               parties. Article III of this Agreement governs the ownership of
               leasehold interests earned under the terms of the Blackfeet-K2
               EDA.

          2.   MEXP, with cooperation and assistance from K2, will diligently
               pursue obtaining an oil and gas exploration and development
               agreement with the Blackfeet Tribe on the Partner Option Lands on
               which K2 presently has an option and on the Additional Tribal
               Lands. MEXP's $750,000 US payment includes its 50% share of the
               option money paid by K2 on the Partner Option Lands. If either
               party obtains such an agreement on the Partner Option Lands or
               Additional Tribal Lands it shall offer a 50% interest in the
               rights and obligations under such agreement(s) to the other

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               party at cost, and the party to who it is offered shall have 30
               days to elect to receive a 50% assignment in exchange for payment
               of 50% of the cost to acquire such agreement(s). If, as
               contemplated by the parties, MEXP acquires such an oil and gas
               exploration and development agreement with the Blackfeet Tribe on
               the Partner Option Lands (and perhaps the Additional Tribal
               Lands), (a) MEXP's cost to acquire the Partner Option Lands for
               purposes of the preceding sentence shall mean the lower of (1)
               actual cost plus 20% of actual cost to cover overhead or (2)
               $2,000,000 US, i.e. K2's share of the initial expense for the
               right to acquire the oil and gas exploration and development
               agreement covering the Partner Option Lands shall not exceed
               $1,000,000 US and MEXP will be responsible for any initial
               acquisition cost in excess of $2,000,000 US and (b) MEXP's cost
               to acquire the Additional Tribal Lands shall mean actual cost
               plus 20% of actual cost to cover overhead. The parties agree to
               execute an exploration and development agreement incorporating
               therein substantially the same terms and conditions as set out in
               Section III of this Agreement limited only by the number of wells
               required under the applicable Partner Option Lands agreement
               between the Blackfeet and MEXP. Failure of the offered party to
               timely elect to accept and pay for the offered interest shall be
               deemed an election not to take the offered interest, and, upon
               that event, the offered interest shall be owned entirely by the
               offering party and held free and clear of the terms and
               conditions of this Agreement.

          3.   Except as provided for in Section III below, if either party,
               either directly or indirectly, acquires any right, title or
               interest in a leasehold or mineral interest or any option or
               other contractual right to acquire such leasehold or mineral
               interest, or renews an existing lease covering Allotted, Fee,
               Tribal Lands or Miscellaneous Lands within the AMI, such
               acquiring party shall give written notice of such acquisition to
               the non-acquiring party. The notice shall contain all of the
               terms and conditions upon which such acquisition was made and,
               upon request, copies of all instruments pertaining thereto. The
               non-acquiring party shall have a period of 10 days if notice is
               served before a well is drilled or 24 hours (inclusive of
               weekends and holidays) in case a rig is on location, after
               receipt of such notice within which to elect to purchase a 50% of
               the acquiring party's interest in such acquisition for the
               payment of 50% of the acquiring party's cost to acquire said
               interest. Failure of a party to timely elect to take the offered
               interest shall be deemed an election not to take the offered
               interest and, upon that event, the offered interest shall be
               owned entirely by the offering party and held free and clear of
               the terms and conditions of this Agreement.

          4.   As additional consideration, and notwithstanding any provision to
               the contrary contained herein, MEXP shall pay K2's 50% share of
               the first

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               $500,000 US of joint seismic and/or drilling operations conducted
               in the AMI.

     C.   Joint Operating Agreement ("JOA").

          1.   Attached hereto and incorporated herein by reference as Exhibit B
               a form of Joint Operating Agreement ("JOA"), which shall be
               considered as a separate agreement with respect to each well
               which is proposed and drilled, with respect to each Geoscience
               Operation and with respect to each 640-acre lease issued under
               the Blackfeet-K2 EDA and the Partner Option Lands.

          2.   Should there be any conflict between the terms and conditions of
               the JOA and the terms and conditions of this Agreement, the terms
               and conditions of this Agreement shall prevail.

     D.   Operator. K2 shall be designated Operator for all operations to be
          conducted within that portion of the AMI area described in Paragraph
          II.A.1. MEXP shall be designated Operator for all operations on the
          remainder of the AMI. All permits shall be issued in the names of both
          parties with the name of the Operator listed first. However, in the
          event either party sells a portion of its interest in this Agreement
          or elects not to participate in a well drilled pursuant to this
          Agreement, the party with the majority working interest in the
          Agreement or the well respectively, will then be designated as
          operator for the remaining operations under this Agreement or the
          applicable well respectively.

     E.   Geoscience Operations.

          1.   The cost and expense of all joint Geoscience Operations shall be
               borne 50% by K2 and 50% by MEXP. Copies of all information, data
               and materials generated by a joint Geoscience Operation shall be
               timely disseminated by the party supervising the operation to the
               other participating party. A party who does not participate in a
               Geoscience Operation shall not receive or have access to
               information, data or materials generated by such operation.
               However, if the non-participating party desires to receive the
               data, materials and other information generated from such
               Geoscience Operation, excluding the Geoscience Operations
               contemplated in Paragraph II.E.2 below, the non-participating
               party may receive said data by first paying to the participating
               party a sum equal to 150% of the amount the non-participating
               party would have paid had such party originally participated in
               such Geoscience Operation. The seismic information, data and
               materials shall thereafter be owned by the parties in the
               applicable shares as set forth above.

          2.   In the event the proposing party desires to conduct a 3-D
               proprietary

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               seismic survey or acquire an interest in a 3-D speculative survey
               within the AMI and the non-proposing party elects not to
               participate in the 3-D seismic survey, it will assign 50% of its
               right, title, and interest in the seismic survey area, excluding
               any existing wellbores, to the proposing party. However, the
               non-participating party may have access to the 3-D proprietary
               seismic survey by paying 200% of its reduced proportionate share
               of the actual costs of the proprietary seismic survey. The
               non-participating party may have access to the 3-D seismic
               speculative survey by paying the cost of a mutually acceptable
               licensing agreement. The assignment will be effective as of the
               date that such 3-D seismic survey is completed or acquired as
               proposed.

          3.   All jointly owned geophysical, geological and other geoscience
               data acquired, compiled or generated pursuant to and after the
               effective date of this Agreement shall be treated as confidential
               for a period of 5 years from the date of its acquisition, and
               shall not be sold, traded or otherwise disposed of or divulged
               without the prior written consent of that other party
               participating in the acquisition of such data; provided, however,
               that access to such data may be made available to a party's
               parent company and/or its subsidiaries, agents employees or
               contractors engaged in the performance of any work hereunder, and
               to any third parties (but only to the extent such third parties
               are contracted pursuant to a farmout proposal to such third
               party), or to any other person or entity where disclosure is
               required by law. Such jointly owned data shall not be available
               for brokerage until termination of the confidentiality
               obligations hereinabove specified, unless otherwise mutually
               agreed to by all parties owning the data. If any income or
               information is derived from the sale or trade of any jointly
               owned information, data or materials acquired pursuant to this
               Agreement, such information shall be shared by the parties and
               any income shall be shared based on the proportionate interest of
               each party who participated in such Geoscience Operations. Any
               sale of said data will be subject to 15% of 100% of the sales
               proceeds payable to the Blackfeet Tribal Business Council.

          4.   Notwithstanding anything to the contrary, after the expiration of
               two (2) years following termination of this Agreement, all
               information, data and/or materials acquired jointly pursuant to
               this Agreement shall be independently owned by each party who
               participated in any such Geoscience Operation, and each
               participating party shall have the right to separately sell,
               trade or otherwise dispose of such data without the obligation to
               share any remuneration received with the other participating
               party.

III  OPERATIONS UNDER BLACKFEET-K2 EDA

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     A.   Intent. The intent of the parties is to perform in all respects the
          terms and conditions of the Blackfeet-K2 EDA, including without
          limitation timely payment of the monetary obligation under Paragraph 5
          and timely drilling of the 15 Earning Wells under Paragraph 6. To that
          end, the parties have provided herein for the selection and drilling
          of Earning Wells as to which participation by both parties is
          mandatory, and have also provided for the selection and drilling of
          wells as to which a party may elect not to participate.

     D.   Payment of Monetary Obligations to Blackfeet Tribe. K2 represents that
          the monetary obligations under subparagraphs 5(a) and (b) of the
          Blackfeet-K2 EDA have been paid. Ten (10) days in advance of each of
          the monetary obligations due under subparagraphs 5(c)-(f) inclusive,
          each party shall remit 50% of such obligation to the Operator, and the
          Operator shall pay the amounts due according to the terms thereof.

     E.   Mandatory Participation Earning Wells:

          1.   K2 and MEXP each agree to participate for their respective fifty
               percent (50%) in the drilling of fifteen (15) Mandatory
               Participation Earning Wells selected as follows:

               a.   K2 will select the location of the first Mandatory
                    Participation Earning Well and all locations for the
                    subsequent odd numbered Mandatory Participation Earning
                    Wells.

               b.   MEXP will select the location of the second Mandatory
                    Participation Earning Well and all locations for subsequent
                    even numbered Mandatory Participation Earning Wells.

               c.   With respect to each year of the Exploration Phase, the
                    deadlines for giving written notice of location selection to
                    the other party shall be on or before December 31 for the
                    first, second and third Earning Wells required during that
                    year under the terms of the Blackfeet-K2 EDA.

               d.   If a party fails to perform its obligation to give timely
                    written notice of location selection pursuant to
                    subparagraphs 1.a.,1.b. and 1.c., the other party may give
                    such written notice, which in that event shall be deemed to
                    have been given by the non-performing party.

          2.   At the conclusion of the drilling of each 3 Earning Wells, the
               Operator shall give notice to the Blackfeet Tribe of the 30,000
               Blackfeet Tribal mineral acres to be converted to oil and gas
               leasehold interests pursuant to Paragraph 6 of the Blackfeet-K2
               EDA. Unless otherwise mutually agreed

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               in writing, the designated acreage shall be selected as follows.

               a.   K2 shall select the 30,000 mineral acres to be converted
                    after the drilling Earning Wells 1-3, 7-9, 13-15.

               b.   MEXP shall select the 30,000 mineral acres to be converted
                    after the drilling of Earning Wells 4-6 and 10-12.

               c.   Provided, however, that in each case the 30,000 mineral
                    acres selected shall include at least one, and if possible
                    all, of the productive Earning Wells drilled.

               3.   Except as provided for in Paragraph D.3.b. below, K2 and
                    MEXP shall each receive a 50% interest in the leases issued
                    on the acreage described in subsections a and b above as a
                    result of drilling the mandatory participation earning
                    wells.

          D.   Optional Participation Earning Wells:

               1.   A party may give written notice at any time to the other
                    party of an Optional Participation Earning Well, which
                    notice shall include the proposed location, depth, objective
                    formation, estimated cost of the well (by a written AFE) and
                    the designation of the 10,000 contiguous acre
                    Non-Participation Area in which the party receiving notice
                    will forfeit all rights under this Agreement (including
                    without limitation Blackfeet Tribal mineral acres therein
                    which will be converted to oil and gas leasehold interests
                    pursuant to Paragraph 6 of the Blackfeet-K2 EDA) if the
                    proposed Option Participation Earning Well is drilled on a
                    non-consent basis. Said 10,000 acres be contiguous and shall
                    to the extent it includes Blackfeet Tribal mineral acres
                    contain whole 640 acre sections thereof, but shall otherwise
                    be at the discretion of the proposing party.

               2.   The party receiving such notice shall have thirty (30) days
                    from receipt of the notice within which to elect in writing
                    to participate in the proposed well. Failure of a party
                    receiving such notice to reply within said thirty (30) day
                    period shall constitute an election by that party not to
                    participate. In the event a party receiving notice elects to
                    participate in such well, the well shall be drilled under
                    the terms of the JOA. In the event the non-proposing party
                    elects not to participate in the proposed well, the
                    proposing party shall have the option to drill the proposed
                    well at its own expense as an Earning Well as per Article
                    VI.B. of the Joint Operating Agreement.

               3.   If the Optioned Participation Earning Well is drilled on a
                    non-consent basis by the proposing party:

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                    a.   The proposing party shall be the Operator thereof.

                    b.   The Blackfeet mineral acres within the
                         Non-Participation Area converted to oil and gas
                         leasehold interests pursuant to Paragraph 6 of the
                         Blackfeet-K2 EDA and any other leases acquired under
                         this Agreement within said Non-Participation Area shall
                         be assigned 100% to the proposing party. The
                         non-consent party will assign 100% of its right, title
                         and interest in the Non-Participation Area to the
                         proposing party upon completion of the well as a dry
                         hole or a well capable of producing in paying
                         quantities, provided, however, the non-participating
                         party will retain from the surface to the base of the
                         productive zone or proposed objective zone any acreage
                         within a productive and/or established unit for which
                         the non-consenting party owns an interest.

                    c.   The rights and obligations of the parties under Section
                         III.C. above with respect to the last Mandatory
                         Participation Earning Well otherwise required under the
                         terms of that Section shall be terminated. For example,
                         the drilling of the first Optional Participation
                         Earning Well negates the fifteenth Mandatory
                         Participation Earning Well; the drilling of second
                         Optional Participation Earning Well negates the
                         fourteenth Mandatory Participation Earning Well; etc.

               E.   Non-Earning Wells: In the event a Non-Earning Well is
                    proposed pursuant to article VI.B. of the JOA and the
                    non-proposing party elects not to participate in the
                    drilling of said well, the non-consenting party will forfeit
                    all of its interest in 9 units prescribed or permitted by
                    the regulatory agency having jurisdiction ("Spacing Units")
                    comprised of the Spacing Unit on which the well was drilled
                    and the 8 surrounding Spacing Units as to all depths.
                    However, the non-consenting party will retain from the
                    surface to the base of the productive zone or proposed
                    objective zone any acreage within a productive and/or
                    established Spacing Unit for which the non-consenting party
                    owns an interest.

               F.   Subsequent Operations. In the event any joint well drilled
                    under this Agreement reaches the proposed depth and is not
                    completed as a well capable of producing or has produced but
                    is no longer capable of producing, either party may propose
                    to rework, re-complete, sidetrack, deepen or conduct
                    additional well logging surveys, coring operations, or
                    testing operations on the well as per the notice and
                    response provisions in Article VI.B. of the attached Joint
                    Operating Agreement. In the event the non-proposing party
                    elects not to participate in the proposed operations, the
                    non-participating party will assign all of its right, title
                    and interest in the well site Spacing Unit and assign 50% of
                    its interest in the 8 surrounding Spacing Units as to all
                    depths.


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               G.   Dry Hole Forfeiture. In the event any non-consenting
                    operation proposed under this Agreement results in a dry
                    hole, the Spacing Units for purposes of forfeiture or
                    reduction of interest shall be 640 acres.

          IV   RELATIONSHIP OF THE PARTIES

               The parties do not intend to create, nor shall this Agreement be
               construed as creating, a mining or other partnership or
               association, nor shall this Agreement render the parties hereto
               liable as partners. The liability of the parties shall be
               several, not joint or collective.

          V    NOTICES

               All notices authorized or required to be given between the
               parties pursuant to this Agreement shall be give in writing by
               U.S. Priority Mail, postage prepaid, and by facsimile
               (transmission confirmed) or by telex or telecopy and addressed to
               the parties to whom the notice is given at the following
               addresses:

                           Miller Exploration Company
                           333 Clay, Suite 4605
                           Three Allen Center
                           Houston, Texas 77002
                           Fax: 713-650-1320
                           Attn: Sonny Measley

                                     and

                           Miller Exploration Company
                           3104 Logan Valley Road
                           P.O. Box 348
                           Traverse City, Michigan 49685-0348
                           Fax: 616-941-8312
                           Attn: Kelly E. Miller

                           K2 America Corporation
                           500-435 4/th/ Avenue, S.W.
                           Calgary, Alberta, Canada   T2P 3A8
                           Fax:  403-269-6085
                           Attn: James Livingstone

               Each party shall have the right to change its address at any
               time, and from time to time, by giving written notice thereof to
               all other parties.

          VI   BINDING EFFECT

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               This Agreement shall be binding upon and inure to the benefit of
               and be enforceable by each of the parties and their respective
               successors and assigns. This Agreement may not be assigned by
               either party without the prior written consent of the other,
               which consent shall not be unreasonably withheld or delayed,
               subject to the rights under Section X below.

          VII  PAYMENT OF DELAY RENTALS

               With respect to all oil and gas leases and interests on acreage
               within the AMI in which both parties have, or are entitled to
               receive under the terms hereof, a joint interest, the Operator
               (in the case of Earned Acreage) and the party who acquired or
               acquires oil and gas leases (in the case of other oil and gas
               leases and interests) shall make all rental payments subject to
               reimbursement by the other party as to its proportionate
               interest. The party responsible for paying delay rentals
               hereunder shall not be liable to the other party hereto for any
               loss resulting from a good-faith effort to properly do so.

          VIII SURRENDER OF LEASES

               No jointly owned oil and gas leases within the AMI shall be
               surrendered, in whole or in part, except by mutual agreement of
               the parties. If any party desires to surrender any such oil and
               gas lease or leases, in whole or in part such party shall notify
               the other party in writing, not less than sixty (60) days prior
               to the date upon which the surrender will be made. The notified
               party shall have a period of fifteen (15) days following receipt
               of such notice within which to consent to such surrender, or
               elect to receive an assignment of the surrendering party's
               interest by notifying in writing the surrendering party of such
               election. Failure of the notified party to provide the
               surrendering party with written notice of its election within
               said fifteen (15) day period shall constitute the notified
               party's consent to the surrender of the oil and gas lease or
               leases.

          IX   FORCE MAJEURE

               If, because of force majeure, any party hereto is rendered
               unable, in whole or in part, to carry out its obligations under
               this Agreement, other than obligations to pay money, the affected
               party shall give the other parties hereto prompt notice
               describing the force majeure situation in reasonable detail,
               whereupon the obligations shall be suspended during, and to the
               extent prevented by, the force majeure. As used herein, the
               phrase "force majeure" means strike, lockout or other industrial
               disturbance; act of the public enemy, war, blockade or riot;
               lightning, fire, storm, flood or explosion; governmental action,
               inaction, restraint or delay; unavailability of drilling rigs or
               other facilities or equipment or transportation therefore;
               inability to obtain ingress or egress to conduct operations; or
               any other cause, whether similar or dissimilar, which is not
               reasonably within the control of the affected party; provided,
               however, the affected party shall exercise all reasonable
               diligence to remove the cause of the force majeure.

          X    PREFERENTIAL RIGHT TO OFFER

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               If either party desires to sell all or any portion of its
               interest in the AMI to a third party, it shall give written
               notice thereof to the non-selling party. The non-selling party
               shall have 30 days from receipt of such notice to make an offer
               to purchase such interest from the selling party. If the selling
               party does not accept the offer and proposes within 12 months of
               rejecting the non-selling party's offer to sell its interest to a
               third party at a purchase price which is less than or equal to
               the purchase price offered by the non-selling party (adjusted for
               production between the effective date of the non-selling party's
               offer and the effective date of the proposed sale and any
               difference in terms), then the selling party shall give notice to
               the non-selling party of the terms and conditions upon which such
               sale is proposed and the non-selling party shall have a 15-day
               right of first refusal to purchase the selling party's interest
               at the price and on the terms and conditions of the proposed
               third party sale. If the selling party does not sell its interest
               within 13 months from the notification date of its intent to
               sell, the above process will be repeated should the selling party
               elect to attempt to sell its at a future date.

          XI   TERM OF AGREEMENT

               This Agreement shall be binding on each party upon execution
               hereof and shall remain in full force and effect so long as any
               leasehold interest covered by this Agreement remains in full
               force and effect from the effective date hereof.

          XII  ENTIRE AGREEMENT/MODIFICATION

               This document with its exhibits constitutes the entire Agreement
               and understanding between MEXP and K2 concerning its subject and
               supersedes all prior agreements, negotiations and understanding
               of the parties. This Agreement may not be modified other than in
               writing, signed by both MEXP and K2.

          XIII ADDITIONAL REPRESENTATIONS AND WARRANTIES

               The parties represent and warrant to the best of their
               information, knowledge and belief that there are no material
               adverse claims, threats or litigation that would compromise
               either party's ability to perform under the terms and conditions
               of the Agreement.

          XIV  MEDIA RELEASES

               Except as prohibited by applicable securities laws, each party
               shall give the other prior written notice of any media releases
               regarding matters relating to the AMI or any portion thereof 24
               hours prior to the issuance thereof.

          XV   GOVERNING LAW

               For all purposes this Agreement shall be deemed to be a contract
               made in the State of

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     Montana and shall be constructed and governed by the laws of that state.

XVI  ARBITRATION

     The parties agree to insert a mutually acceptable arbitration provision at
     a later date.


IN WITNESS WHEREOF, this Agreement executed effective as of the date first
hereinabove set forth.

                                  K2 AMERICA CORPORATION


                                  By:    /s/   James L. Livingstone
                                         --------------------------

                                  Title: President & CEO
                                         ---------------

<PAGE>

                                  Date:  June 17, 1998
                                         -------------


                                  MILLER EXPLORATION COMPANY

                                  By:    /s/   C.E. "Gene" Miller
                                         ------------------------

                                  Title: Chairman
                                         --------

                                  Date:  June 17, 1998
                                         -------------



                                  K2 ENERGY CORPORATION


                                  By:    /s/   James L. Livingstone
                                         --------------------------

                                  Title: President & CEO
                                         ---------------

                                  Date:  June 17, 1998
                                         -------------