Exhibit 10.1

                                FARMOUT AGREEMENT

     THIS AGREEMENT is entered into on the 4th day of June 2007 by and between
Clayton Williams Energy, Inc., a company existing under the laws of Texas
(hereinafter referred to as "Farmor") and New Frontier Energy, Inc. , a company
existing under the laws of Colorado (hereinafter referred to as "Farmee"). The
companies named above may individually be referred to as "Party" and
collectively as the "Parties". Capitalized terms used herein are defined in
Exhibit A attached hereto and made a part hereof.

                                   WITNESSETH:

     WHEREAS, as of the date of this Agreement, Farmor holds a certain
percentage of the rights and obligations in the Underlying Leases and is the
Operator of the Focus Ranch Unit; and

     WHEREAS, Farmor is willing to assign and transfer a certain undivided
interest in its rights and obligations in the Underlying Leases described in
Exhibit B to Farmee in accordance with the terms set forth herein and Farmee
wishes to acquire such interest, and Farmor is willing to designate Farmee as
the Operator of the Focus Ranch Unit;

     NOW, THEREFORE, in consideration of the promises and the mutual covenants
and obligations set out below and to be performed, the Farmor and Farmee agree
as follows:

                                    ARTICLE 1

                             ASSIGNMENT OF INTEREST

1.1  Initial Grant

     Subject to the satisfaction of the Conditions Precedent, and in exchange
     for the Consideration, Farmor shall assign and transfer to Farmee, and
     Farmee agrees to accept, interests in the Underlying Leases as follows:

     (a)  In exchange for the Consideration described in Article 3, Farmor shall
          transfer to Farmee an undivided 100% of Farmor's Interests in the
          Underlying Leases, and the Parties shall execute and deliver the
          Assignment concurrent with the execution of this agreement. The above
          described interests shall be from surface to total depth. and include
          rights to oil, gas, or any other substance covered by the Underlying
          Leases. Farmee's interests under this Agreement shall be fully
          assignable. Farmor shall submit the Assignment to the Government for
          approval within five (5) days of the execution of this Agreement.
     (b)  In the event that Farmee establishes commercial production from the
          Focus Ranch Federal 12-1 well, Farmor shall own a production payment
          ("Production Payment") in an amount equal to Two Million Dollars
          ($2,000,000 U.S.) payable out of 35% of the Net Proceeds at the
          wellhead from the sale of oil, gas, and associated hydrocarbons
          produced from the Underlying Leases subject to this Agreement to the
          extent that such Net Proceeds are attributable to the Underlying
          Leases. "Net Proceeds" shall mean revenues from the sale of such
          production by Farmee less royalties, existing overriding royalties,
          taxes measured by the value of production, operating costs, and costs
          to gather, treat, process, compress, dehydrate, and sell the
          production. Farmor's rights are limited to funds payable out of Net
          Proceeds from the Underlying Leases subject to this Agreement and
          Farmor shall have no recourse against Farmee for any amounts other
          than those payable out of Net Proceeds.

<PAGE>
     (c)  In the event that, prior to Farmor receiving its full Production
          Payment described above, any additional well drilled or reentered by
          Farmee located on the Underlying Leases begins producing hydrocarbons
          in commercial quantities, Farmor shall be entitled to a Production
          Payment equal to 35% of the Net Proceeds from this well, in addition
          to Farmor's Production Payment from the Focus Ranch Federal 12-1 well,
          until such time as Farmor's total Production Payments received under
          this Agreement total $2,000,000.
     (d)  Farmee shall have the right to fulfill its obligations under this
          Agreement in total by making payments to Farmor totaling $2,000,000,
          regardless of the source of the payments.
     (e)  At such time as Farmor has received out of production from all wells
          subject to this Agreement the full amount of its Production Payment as
          described above, or at such time as Farmee has fulfilled its
          obligations to Farmor under Paragraph 1.1(d), or at such time as
          Farmee ceases production on the Underlying Leases prior to Farmor
          receiving the full amount of its Production Payment as described
          above, Farmor's right to any Production Payment shall expire and
          Farmor shall no longer have any interest in any of the Underlying
          Leases or the Focus Ranch Unit.
     (f)  Farmor and Farmee shall work in conjunction to delay restoration of
          the Focus Ranch Federal 3-1 well. Farmee shall have the right to
          re-enter and test the Focus Ranch Federal 3-1 well. In the event
          Farmee does re-enter the 3-1 well, Farmee shall be solely responsible
          for reclamation of the site.
     (g)  Upon execution of this Agreement, Farmor shall resign as operator of
          the Focus Ranch Unit and agrees to vote for Farmee as successor unit
          operator under the terms of the Focus Ranch Unit Agreement and Unit
          Operating Agreement.

1.2  Operations

     Farmee shall conduct all operations in accordance with the terms of the
     Focus Ranch Unit Operating Agreement and Farmor shall have no control over
     Farmee's operations on the Focus Ranch Federal 12-1 well, or any additional
     well subject to this Agreement.

1.3  Lease Payments

     Within 10 days following execution of this Agreement, Farmor shall provide
     to Farmee all data necessary for Farmee to assume rental payment
     responsibilities on the Underlying Leases. Beginning with rental payment
     due on or after the first of the month of the month following Farmee's
     receipt of such information, Farmee shall be responsible for the payment of
     all rentals, shut-in gas royalties, and minimum royalties payable under the
     terms of the Underlying Leases. However, Farmee shall have no liability to
     Farmor for any failure to timely or properly pay such rentals or other
     payments.

<PAGE>
                                    ARTICLE 2

                       CONDITIONS PRECEDENT TO ASSIGNMENT

2.1  Conditions

     The execution of the Assignment hereunder is subject to the satisfaction or
     waiver of each of the following conditions, collectively called "Conditions
     Precedent".

     A.   Farmor obtains a waiver or other evidence in writing of the expiration
          or non-exercise of any Preferential Right at Farmor's sole cost by
          July 1, 2007.

     B.   Farmor obtains any required third party consents for the transfer of
          the interest to be transferred hereunder in writing by July 1, 2007;
          and

     C.   Farmor shall make any geologic and geophysical information and all
          evaluations of the Drill Site in its possession available to Farmee,
          including but not limited to seismic and geologic data well logs,
          cement bond logs, well samples, coring data, etc. Farmor makes no
          warranties as to the accuracy of such information. Farmee shall be
          obligated to keep such information confidential. Farmee shall have ten
          days to terminate this Agreement in its sole discretion after
          receiving such information and Farmee shall have no further obligation
          to Farmor whatsoever in the event of such termination.

     D.   Farmor shall make available to the Farmee copies of the Underlying
          Leases and all title documentation material to the acreage subject to
          this Agreement which Farmor has in its possession. Such title
          documentation shall be provided without warranty by Farmor. Farmee
          shall have the right to terminate this Agreement within 10 days after
          receipt of all title information in Farmor's possession or control if
          Farmee is not satisfied that Farmor has adequate title.

     E.   The parties obtain from the Stuhl Ranch and Sheep Mountain Ranch a
          transfer of rights to use the road that leads to the Focus Ranch
          Federal 12-1 well by July 1, 2007.

2.2  Performance and Termination:

     Each party shall use commercially reasonable efforts to execute all
     documents, and do and procure to be done all such acts and things as are
     reasonably within its power to ensure the Conditions Precedent are
     satisfied as soon as is reasonably practicable after execution of this
     Agreement. Except as set forth above, if the Conditions Precedent are not
     satisfied by ten (10) days from the execution of this Agreement, then the
     non-breaching party, or either party if both breach, shall have the right
     to terminate this Agreement by giving notice to the other Party in
     accordance with the provisions of Article 9.

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                                    ARTICLE 3

                                 CONSIDERATION:

3.1  Consideration for Initial Assignment

     In consideration for receiving the assignment described in section 2.1,
     Farmee agrees as follows:

     a.   On or before August 1, 2007, Farmee, at its sole cost, shall commence
          the testing of the Niobrara and Frontier formations in the Focus Ranch
          Federal 12-1 well. The conduct of such testing and any related
          operations shall be in Farmee's sole control and discretion but shall
          include the intervals from 6914' to 6945' and from 6985' to 7034'.
          Subject to Article 11, if Farmee does not commence such testing on or
          before August 1, 2007, then this Agreement shall terminate and neither
          Party shall have any further obligation to the other. Farmee shall not
          reconvey any interests initially conveyed by Farmor and described in
          Article 1.1, but shall

          i.   Plug and abandon the well and reclaim the Drill Site to BLM
               standards, and

          ii.  Reclaim the existing 12 mile service road to BLM standards.

     b.   In the event Farmee, in its sole discretion, determines that natural
          gas capable of being produced in commercial quantities is present in
          the Drill Site, in either the Niobrara or Frontier formations, Farmee
          shall

          i.   Install, at Farmee's sole cost and in accordance with any
               applicable DOT specifications, an approximately 12 mile, 4 inch
               natural gas line ("Gas Line"). The Gas Line shall connect with
               and transport gas to Farmee's existing 6 inch gathering line,
               which is connected to Questar's main line at the Westside Canal
               terminal near Baggs, Wyoming.

     c.   In the event Farmee, in its sole discretion, determines natural gas
          capable of being produced in commercial quantities is not present in
          the Drill Site Farmee shall have the right to abandon the Focus Ranch
          Unit and shall :

          i.   Plug and abandon the well and reclaim the Drill Site to BLM
               standards, and

          ii.  Reclaim the existing 12 mile service road to BLM standards.

     d.   Regardless of whether Farmee determines natural gas capable of being
          produced in commercial quantities is present in the Drill Site, Farmee
          shall use its best efforts to take whatever steps are necessary to
          preserve the existence of the Focus Ranch Unit for a period of one
          year, or for such time as Farmee remains the Unit Operator, whichever
          is shorter. Should it be necessary to drill additional wells in the
          Focus Ranch Unit in order to preserve the Focus Ranch Unit, Farmee
          shall seek BLM approval to commence drilling such wells. Upon
          receiving BLM approval, Farmee shall drill such wells. The location of
          such wells shall be chosen in Farmee's sole discretion.


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     e.   Should any subcontractors be necessary to assist Farmee in achieving
          its obligations under this Agreement, such subcontractors shall be
          selected in the sole discretion of Farmee.

3.2  Farmee shall not be liable in damages to Farmor for failure to commence,
     drill, test, complete or equip the Focus Ranch Federal 12-1 well, but
     Farmee shall remain subject to the obligations stated in Article 3.1(a).


3.3  Any costs, expenses, fees, or duties payable to a Government in connection
     with the Assignment, excluding taxes described in Article 7, herein shall
     be borne and paid by Farmee.

                                    ARTICLE 4

                     OBLIGATIONS UNDER THE UNDERLYING LEASES

4.1  Acceptance of Prior Terms
     Farmee hereby ratifies, confirms and accepts the terms of the Underlying
     Leases and during the Interim Period, Farmee agrees to abide by the terms
     of such agreements to the extent of its Working Interest.

                                    ARTICLE 5

                           UNDERTAKING OF THE PARTIES

5.1  Farmor Obligations
     During the Interim Period, Farmor shall comply with the following:
     A.   Material Developments. Farmor shall promptly notify Farmee and provide
          details upon the occurrence of: (a) any written notice of default or
          termination received or given to Farmor with respect to the Underlying
          Leases or the Focus Ranch Unit, (b) any written notice of any pending
          or threatened claim, demand, action, suit, inquiry or proceeding
          related to the Underlying Leases or Focus Ranch Unit, or (c) any event
          or condition between the date of this Agreement and the Approval Date
          that would render impossible Farmor's performance of its obligations
          under this Agreement.

     B.   If during the Interim Period, any decision or approval is required
          which would affect the Farmee's interest in the Underlying Leases,
          Farmor shall consult with Farmee and vote its interest or take such
          action as may be in accordance with Farmee's instructions.


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5.2  Farmee Obligations
     A.   Insurance. During such time as Farmee is conducting operations under
          this Agreement, Farmee shall maintain workmen's compensation insurance
          and general liability insurance with bodily injury limits of $500,000
          per occurrence and property damage insurance with a limit of $200,000.

                                    ARTICLE 6

                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     Except as otherwise disclosed on the attached schedules, all warranties
     made herein are as of the date of execution of this Agreement. The Parties
     shall not take any action, or fail to take any action, prior to the
     Approval Date that would result in a breach of any representations or
     warranties under this Agreement.

6.1  Farmor's Representations and Warranties

     A.   Farmor's Rights. Farmor holds the rights to a certain undivided
          interest in the Underlying Leases described in Exhibit B, free and
          clear of any liens, claims, burdens or encumbrances, other than the
          liens, claims, burdens or encumbrances in favor of the lessors and
          such interest entitles The Farmor is currently the Unit Operator of
          the Focus Ranch Unit. The Underlying Leases and Focus Ranch Unit are
          in full force and effect and no notice of default, termination, or
          breach has been received by Farmor nor, to the knowledge of Farmor,
          any other person or entity. The Underlying Leases and Unit Agreement
          and Unit Operating Agreement, together with applicable Laws, contain
          the entirety of the obligation of Farmor to the lessors, and no other
          understanding or agreement exists between Farmor and any lessor in
          relation to the subject matter of this Agreement, except as otherwise
          stated in this Agreement.

     B.   Documents. Farmor has provided Farmee with complete and correct copies
          of the Underlying Leases and of the Focus Ranch Unit Agreement and
          Unit Operating Agreement. In addition, Farmor will provide Farmee
          proof that the rentals for all of the subject leases have been paid in
          a timely manner and that there are no rentals due at closing for any
          lease that is a part of the Focus Ranch Unit. Farmee is hereby
          advised, certain leases subject to this Agreement which are outside
          the Focus Ranch Unit have unpaid rentals past due. These leases are
          described in Exhibit C.

     C.   Claims and Litigation. There are no material claims, demands, actions,
          suits, governmental inquiries, or proceedings pending or, to Farmor's
          knowledge, threatened in connection with the Underlying Leases or
          Focus Ranch Unit which would have an adverse effect upon the
          consummation of the transactions contemplated by this Agreement.
          Farmee is hereby advised of continuing claims by the Three Forks Ranch
          that the Focus Ranch Unit is not valid.

6.2  Farmee's Representations and Warranties
     A.   Claims and Litigation. There are no material claims, demands, actions,
          suits, governmental inquiries, or proceedings pending, or to Farmee's
          knowledge, threatened, against Farmee which would have an adverse
          effect upon the consummation of the transactions contemplated by this
          Agreement.

<PAGE>
     B.   Financial and Technical Capability. Farmee has sufficient funds to
          enable it to fulfill all of its obligations under this Agreement.
          Farmee has the technical capability, personnel and resources to
          fulfill its obligations under this Agreement.

6.3  Mutual Representations and Warranties

     A.   Corporate Authority. Each Party is duly organized and validly existing
          under the laws of the United States. To the extent required, each
          Party is qualified to conduct business in the jurisdiction as
          necessary to perform the Agreement. Each Party has all requisite
          corporate power and authority to enter into this Agreement, to perform
          its obligations hereunder, and to consummate the transactions
          contemplated hereby. This Agreement has been duly executed and
          delivered by each Party and constitutes a legal, valid and binding
          obligation of each Party, enforceable against each Party in accordance
          with its terms.
     B.   Other Representations and Warranties. Except as disclosed in schedules
          attached to this Agreement, the execution, delivery, and performance
          of this Agreement by each Party, the consummation of the transactions
          contemplated hereby, and the compliance with the provisions hereof
          will not, to the best of each Party's knowledge and belief,: (a)
          violate any applicable Laws/Regulations, judgment, decree or award;
          (b) contravene the organization documents of a Party; or (c) result in
          a violation of a term or provision, or constitute a default or
          accelerate the performance of an obligation under any contract or
          agreement executed by a Party hereto.
     C.   All representations and warranties given under this Article 6 shall,
          for the contractual term set forth herein, be deemed repeated and
          valid, true and correct as of the Approval Date, and each Party agrees
          to inform the other Party of any material changes to the facts in the
          representations and warranties prior to the Approval Date or the
          execution of the Assignment, whichever is later.
     D.   Each of the Parties agrees to indemnify and hold the other Party
          harmless for any claims, causes of action, or liabilities, which arise
          out of the breach of any of the warranties and representations under
          this Article by the indemnifying Party.

6.4  Disclaimer of Other Representations and Warranties Except for the
     representations and warranties provided in this article, Farmor and Farmee
     make no, and disclaim any, warranty or representation of any kind, either
     express, implied, statutory, or otherwise, including, without limitation,
     the accuracy or completeness of any data, reports, records, projections,
     information, or materials now, heretofore, or hereafter furnished or made
     available to Farmee in connection with this agreement.


<PAGE>
                                    ARTICLE 7

                                       TAX

7.1  Tax Obligations
     Each Party shall be responsible for reporting and discharging its own tax
     measured by the profit or income of the Party and the satisfaction of such
     Party's share of all obligations under this Agreement. Each Party shall
     protect, defend and indemnify each other Party from any and all loss, cost
     or liability arising from the indemnifying Party's failure to report and
     discharge such taxes or satisfy such obligations. The Parties intend that
     all income and all tax benefits (including deductions, depreciation,
     credits and capitalization) with respect to the expenditures made by the
     Parties hereunder will be allocated by the Government tax authorities to
     the Parties based on the share of each tax item actually received or borne
     by each Party. If such allocation is not accomplished due to the
     application of the Laws / Regulations or other Government action, the
     Parties shall attempt to adopt mutually agreeable arrangements that will
     allow the Parties to achieve the financial results intended.

                                    ARTICLE 8

                                 CONFIDENTIALITY

8.1  Except as otherwise provided in the Underlying Leases or Focus Ranch Unit
     Agreement or Unit Operating Agreement, each Party agrees that all
     information disclosed under this Agreement, except information in the
     public domain or lawfully in possession of a Party prior to the date of
     this Agreement, shall be considered confidential and shall not be disclosed
     to any other person or entity without the prior written consent of the
     Party which owns such confidential information. This obligation of
     confidentiality shall remain in force during the term of this Agreement and
     for a period of two (2) years thereafter.


                                    ARTICLE 9

                                     NOTICES

9.1  All notices authorized or required between the Parties by any of the
     provisions of this Agreement shall be in writing and delivered in person or
     by courier service or by any electronic means of transmitting written
     communications which provides written confirmation of complete
     transmission, and properly addressed to the other Party. Verbal
     communication does not constitute notice for purposes of this Agreement,
     and e-mail addresses and telephone numbers for the Parties are listed below
     as a matter of convenience only. A notice given under any provision of this
     Agreement shall be deemed delivered only when received by the Party to whom
     such notice is directed, and the time for such Party to deliver any notice
     in response to such originating notice shall run from the date the
     originating notice is received. "Received" for purposes of this Article
     shall mean actual delivery of the notice to the address of the Party
     specified hereunder.


<PAGE>

Name:       New Frontier Energy, Inc.   Name:    ClaytonWilliams Energy, Inc.
Address:    1789 W. Littleton Blvd.     Address: 6 Desta Dr., Suite 3000
            Littleton, CO                        Midland, TX 79705
Attention:  Paul Laird                           Attention:     Greg Welborn
Facsimile:                                       Facsimile:     (432) 688-3225
Email:      plaird@nfeinc.com           Email:   gwelborn@claytonwilliams.com
Telephone:  303-730-9994                         Telephone      (432) 682-6324


                                   ARTICLE 10

                           LAW AND DISPUTE RESOLUTION

10.1 Governing Law
     The substantive law of Colorado, exclusive of any conflicts of laws
     principles that could require the application of any other law, shall
     govern this Agreement.

10.2 Dispute Resolution
     Except as may be otherwise agreed in the Underlying Leases or Focus Ranch
     Unit Agreement or Unit Operating Agreement, any and all claims, demands,
     causes of action, disputes, controversies and other matters in question
     arising out of or relating to this Agreement, including any question
     regarding its breach, existence, validity or termination, which the Parties
     do not resolve amicably, shall be resolved by arbitration in accordance
     with the Commercial Arbitration Rules of the American Arbitration
     Association. The place of arbitration shall be Denver, Colorado. A dispute
     shall be deemed to have arisen when either Party notifies the other Party
     in writing to that effect. No notice of intent to arbitrate shall be
     necessary. The arbitrators may therefore award both monetary and equitable
     relief, including injunctive relief and specific performance. A Party may
     apply to any competent judicial authority for interim or conservatory
     relief. The application for such measures, or for the enforcement of such
     measures ordered by the arbitrator, shall not be deemed an infringement or
     waiver of the agreement to arbitrate and shall not affect the powers of the
     arbitrator.

                                   ARTICLE 11

                                  FORCE MAJEURE

11.1 If Farmee is rendered unable, in whole or in part, to carry out its
     obligations under this Agreement due to Force Majeure, performance is
     excused to the extent it is affected by the Force Majeure and Farmee's
     obligations hereunder shall be suspended during the period of Force
     Majeure. The term "Force Majeure" will mean an act of God, strike, lockout
     or other industrial disturbance, act of the public enemy, war blockage,
     public riot, lightning, fire, flood, explosion, governmental action,
     governmental delay, restraint, or inaction, delays in obtaining permits,
     unavailability of equipment, and any other cause, whether of the kind
     specifically enumerated above or otherwise, which is not reasonably within
     Farmee's control. Farmee shall give notice to Farmor of the Force Majeure
     within a reasonable time after the events occur, and reasonably describe
     the events constituting the Force Majeure.


<PAGE>
                                   ARTICLE 12

                                IMPRACTICABILITY

12.1 If, in exploring the initial test well as described in Article 3.1(a), or a
     subsequent well as described in Article 3.1(b)(ii), the operator encounters
     a drilling condition or substance before meeting the provisions of Section
     3.1(a), or formation which cannot be overcome by means or methods
     customarily used by prudent operators in the area, as determined in
     Farmee's sole discretion, then the test well may be plugged and abandoned
     at the depth at which the substance or condition is encountered and
     operator is hereby given the option to commence and drill a substitute
     well. In the event Farmee elects not to drill a substitute well, or
     encounters similar difficulties with the substitute well, Farmee may elect
     to proceed in accordance with Article 3.1 (c).

                                   ARTICLE 13

                               GENERAL PROVISIONS

13.1 Relationship of Parties
     The rights, duties, obligations and liabilities of the Parties under this
     Agreement shall be individual, not joint or collective. It is not the
     intention of the Parties to create, nor shall this Agreement be deemed or
     construed to create, a mining or other partnership, joint venture or
     association or a trust. This Agreement shall not be deemed or construed to
     authorize any Party to act as an agent, servant or employee for any other
     Party for any purpose whatsoever except as explicitly set forth in this
     Agreement. In their relations with each other under this Agreement, the
     Parties shall not be considered fiduciaries except as expressly provided in
     this Agreement.

13.2 Further Assurances
     Each of the Parties shall do all such acts and execute and deliver all such
     documents as shall be reasonably required in order to fully perform and
     carry out the terms of this Agreement.

13.3 Waiver
     No waiver by any Party of any one or more defaults by another Party in the
     performance of any provision of this Agreement shall operate or be
     construed as a waiver of any future default or defaults by the same Party
     whether of a like or of a different character. Except as expressly provided
     in this Agreement, no Party shall be deemed to have waived, released or
     modified any of its right under this Agreement unless such Party has
     expressly stated, in writing, that it does waive, release or modify such
     right.

13.4 Joint Preparation
     Each provision of this Agreement shall be construed as though all Parties
     participated equally in the drafting of the same. Any rule of construction
     that a document is to be construed against the drafting party shall not be
     applicable to this Agreement.


<PAGE>
13.5 Severance of Invalid Provisions
     If and for so long as any provision of this Agreement shall be deemed to be
     judged invalid for any reason whatsoever, such invalidity shall not affect
     the validity or operation of any other provision of this Agreement except
     only so far as shall be necessary to give effect to the construction of
     such invalidity, and any such invalid provision shall be deemed severed
     from this Agreement without affecting the validity of the balance of this
     Agreement.

13.6 Modifications
     There shall be no modification of this Agreement except by written consent
     of all Parties.

13.7 Priority of Agreement
     In the event of any conflict between the provisions of the main body of
     this Agreement and its Exhibits, the provisions of the main body of the
     Agreement shall prevail. In the event of any conflict between this
     Agreement and the Focus Ranch Unit Agreement or Focus Ranch Unit Operating
     Agreement, this Agreement shall prevail unless such would be in violation
     of the Laws of Colorado or the terms of the Underlying Leases

13.8 Headings
     The topical headings used in this Agreement are for convenience only and
     shall not be construed as having any substantive significance or as
     indicating that all of the provisions of this Agreement relating to any
     topic are to be found in any particular Article.

13.9 Counterpart Execution
     This Agreement may be executed in any number of counterparts and each such
     counterpart shall be deemed an original Agreement for all purposes;
     provided that no Party shall be bound to this Agreement unless and until
     all Parties have executed a counterpart. For purposes of assembling all
     counterparts into one document, either party is authorized to detach the
     signature page from one or more counterparts and, after signature thereof
     by the respective Party, attach each signed signature page to a
     counterpart.

13.10 Entirety
      With respect to the subject matter contained herein, this Agreement (i) is
      the entire agreement of the Parties; and (ii) supersedes all prior
      understandings and negotiations of the Parties.

13.11 Merger
      This Agreement shall not merge but shall survive all conveyances of
      interests.

<PAGE>




New Frontier Energy, Inc.                      Clayton Williams Energy, Inc
by                                             by

/s/ Paul Laird                                 /s/ Greg Wellborn
------------------------                       ------------------------
Paul Laird, President                          Greg  Wellborn


Dated this 25th day of May, 2007               Dated this 4th day of June, 2007







<PAGE>



                                    EXHIBIT A

                                   DEFINITIONS

Agreement means this Farmout Agreement together with the Exhibits, and any
extension, renewal or amendment hereof agreed to in writing by the Parties.

Approval Date means the date on which the Government formally approves or
endorses the Assignment of the Working Interest transferred hereunder.

Assignment means the document, attached as Exhibit D, by which the interest in
the Underlying Leases transferred and conveyed to the Farmee by the Farmor as
provided hereunder.

Complete means the point at which the well is producing hydrocarbons in
commercial quantities.

Commercial Quantities means Hydrocarbons sufficient to cover the payment of all
royalties and any and all expenses associated with the producing and operating
an oil and/or gas well or a productive oil and gas field.

Drill site means the area located in the Niobrara or Frontier formations in the
Focus Ranch Federal 12-1 well, located in Section 12, Township 11 North Range 88
West, Routt County, Colorado.

Government means the government of United States or the State of Colorado and
any political subdivision, agency or instrumentality thereof.

Interim Period means the period commencing from the date of the execution of
this Agreement until the Approval Date.

Operator means the entity designated to conduct operations under this Agreement.

Proceeds means income received as a result of operations under this Agreement.

Preferential Rights means a right held by any third party to pre-empt the
transaction contemplated by this Agreement or affect its terms in any way.

Substitute Well means a well commenced after the initial, or prior, well was
abandoned due to impracticability or Force Majeure

Testing means an operation intended to evaluate the capacity of a Zone to
produce Hydrocarbons.

Underlying Leases means the leases which are subject to this Agreement and
attached in Exhibit B.

Working Interest means an interest in property that entitles the owner of that
interest to a share of the mineral production from the property, after payment
of costs and royalties.

Zone means a stratum of earth containing or thought to contain an accumulation
of Hydrocarbons separately producible from any other accumulation of
Hydrocarbons.



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