ex10-7.htm


    Exhibit
      10.7


     

    
      
        

      

    

    CONVEYANCE
      OF NET PROFITS OVERRIDING ROYALTY INTEREST

     

    FROM

     

    NEW
      CENTURY ENERGY CORP.

     

    and

     

    CENTURY
      RESOURCES, INC.

     

    TO

     

    VALENS
      U.S. SPV I, LLC

     

    and

     

    VALENS
      OFFSHORE SPV II, CORP.

     

    


     

    DATED
      AS OF NOVEMBER 30, 2007

     

    


     

    
      
        
        

      

      
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    CONVEYANCE
      OF NET PROFITS OVERRIDING ROYALTY INTEREST

     

    THIS
      CONVEYANCE OF NET PROFITS OVERRIDING ROYALTY INTEREST is dated as of November
      30, 2007 (the “Conveyance”), and is from NEW CENTURY ENERGY CORP., a
      Colorado corporation (“NCEC”), and CENTURY RESOURCES, INC., a Delaware
      corporation (“CRI”), each of which has as its address 5851 San Felipe,
      Suite 775, Houston, Texas 77057 (each a “WI Owner” and, collectively,
“WI Owners”), to VALENS U.S. SPV I, LLC, a Delaware limited liability
      company, and VALENS OFFSHORE SPV II, CORP., a Delaware corporation, both having
      as their address c/o Valens Capital Management, LLC, 335 Madison Avenue, 10th Floor,
      New York,
      New York 10017 (collectively “Assignees”).

     

    RECITALS:

     

    WHEREAS,
      WI Owners own certain oil and gas leasehold properties and other interests
      described more particularly herein; and

     

    WHEREAS,
      pursuant to the terms of that certain Net Profits Interest Agreement dated
      of
      even date herewith, between WI Owners and Assignees (as such agreement may
      be
      amended from time to time, the “NPI Agreement”), WI Owners have agreed to
      sell and convey to Assignees the “Net Profits Interest” (as that term is defined
      hereinafter) to be discharged out of the production of “Hydrocarbons” (as that
      term is also defined hereinafter) from such oil and gas properties, in
      accordance with the terms and conditions set forth below.

     

    NOW,
      THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

     

    ARTICLE
      I

    CONVEYANCE

     

    1.1           Grant
      and Habendum.

     

    (a)           For
      and in consideration of TEN AND NO/100 DOLLARS ($10.00) cash and other good
      and
      valuable consideration in hand paid to WI Owners, the receipt and sufficiency
      of
      which are hereby acknowledged, WI Owners hereby GRANT, BARGAIN, SELL, CONVEY,
      TRANSFER, ASSIGN, SET OVER, AND DELIVER unto Assignees, in the proportions
      of
      forty-three and four tenths percent (43.4%) to Valens U.S. SPV I, LLC, and
      fifty-six and six tenths percent (56.6%) to Valens Offshore SPV II, Corp.,
      effective as of the Effective Date and subject to the terms and conditions
      set
      forth hereinafter, a net profits overriding royalty interest (the “Net
      Profits Interest”) in and to all Subject Hydrocarbons if, as, and when
      produced, saved, and marketed equal to the Net Profits Percentage of the Net
      Profits attributable to the Subject Interests.

     

    (b)           TO
      HAVE AND TO HOLD the Net Profits Interest unto Assignees, and Assignees’
respective successors and assigns, forever.

     

    1.2           Calculation
      as Single Property.  For the purposes of this Conveyance, the Net
      Profits Interest shall be calculated and computed in respect and on the basis
      of
      the Subject Interests as a whole, and to that end, the Parties agree and
      stipulate that the Net Profits Interest shall
      apply to the Subject Interests in their entirety as one property, even though
      the Subject Interests may be comprised of multiple properties, as identified
      herein.

     

    
      
        
        

      

      
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    ARTICLE
      II

    DEFINITIONS

     

    In
      addition to the terms defined in the introductory paragraph and recitals of
      this
      Conveyance, the following terms shall have the meanings given to them when
      used
      in this Conveyance and the exhibits and schedules hereto:

     

    “Affiliate”
      means, with respect to a Party, any person that directly or indirectly controls,
      is controlled by, or is under common control with, the relevant
      Party.  For purposes of this definition, the term “control” means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a person, whether through ownership
      of voting securities, contract, voting trust, membership in management or in
      the
      group appointing or electing management, or otherwise through formal or informal
      arrangements or business relationships.

     

    “Alternate
      Zone Operations” means any of the following operations performed in the well
      bore of a Hydrocarbon well located on the Subject Interests after such well
      is
      completed and equipped for production for the purpose of establishing production
      from a subsurface interval different from that in which such well was originally
      completed.  Such operations include, without limitation, (a)
      deepening, (b) sidetracking, (c) plugging back, (d) completion and equipping
      for
      production (as those terms are used in the definition of the term “Drilling
      Operations” herein) following any of the foregoing operations, and (e)
      recompletion operations.  Alternate Zone Operations shall not include
      Drilling Operations, Reworking Operations, or Enhanced Recovery
      Operations.

     

    “Business
      Day” means any day which is not a day on which national banking institutions
      in New York, New York are closed as authorized or required by law.

     

    “Capital
      Costs” means the costs and expenses incurred in connection with all, or any,
      of the following types of operations:  (a) Drilling Operations; (b)
      Alternate Zone Operations; (c) Reworking Operations; (d) Enhanced Recovery
      Operations; and/or (e) the design, construction, and installation, or
      acquisition, of Processing, gathering, compression, dehydration, separation,
      treatment, transportation, marketing, and other facilities, regardless of
      whether such facilities serve, are located on or are appurtenant to, or relate
      in any way to the Subject Interests.

     

    “Central
      Time” means Central Standard Time or Central Daylight Savings Time, as in
      effect in Houston, Texas, on the Day in question.

     

    “Claims”
      means, any and all claims, demands, liens, notices of non-compliance or
      violation, notices of liability or potential liability, investigations, actions
      (whether judicial, administrative, or arbitrational), causes of action, suits,
      controversies, losses, judgments, damages, liabilities, costs, expenses,
      interest, penalties, taxes, fines, obligations, and deficiencies, including,
      without limitation, reasonable attorneys’ fees and other costs and expenses of
      the Party defending a claim incident to the investigation and defense of any
      claim that results in litigation
      or arbitration, or the settlement of any claim, or the enforcement by the Party
      receiving indemnification of the terms of such indemnity.

     

    
      
        
        

      

      
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    “COPAS
      Accounting Practices” means the accounting procedures and guidelines
      promulgated by the Council of Petroleum Accountants’ Societies (“COPAS”)
      and in effect from time to time under joint operating agreements or similar
      agreements in effect with respect to the Leases, or, if no COPAS accounting
      procedures or guidelines are in effect under any such agreement, the COPAS
      accounting procedures and guidelines set forth in the 1974 promulgated form
      of
      such accounting procedures and guidelines.

     

    “Day”
      means each period of twenty-four (24) consecutive hours beginning and ending
      at
      7:00 A.M., Central Time.  The reference date for any Day shall be the
      calendar date upon which the twenty-four (24) hour period
      commences.

     

    “Default
      Rate” means, on any day, a per annum interest rate equal to (a) four percent
      (4%) plus (b) the prime rate as published in the “Money Rates” table of
The Wall Street Journal for such Day, but in no event exceeding the
      maximum, non-usurious rate of interest permissible under applicable state and
      federal laws as in effect from time to time.  If multiple prime rates
      are quoted in such table, then the highest prime rate quoted therein shall
      be
      used to determine the Default Rate.  If a prime rate is not published
      in The Wall Street Journal’s“Money Rates” table for any reason, Assignee
      will choose a substitute prime rate for purposes of calculating the interest
      rate applicable hereunder, which rate is based on comparable information, until
      such time as a prime rate is published in The Wall Street Journal’s“Money
      Rates” table.  If The Wall Street Journal is not published on
      any Day, the applicable prime rate for each such Day shall be the most recent
      prime rate published by The Wall Street Journal in its “Money Rates”
table if published no more than three (3) Days prior to such date.

     

    “Drilling
      Operations” means any of the following operations performed in or with
      respect to a Hydrocarbon well located on the Subject Interests:  (a)
      drilling; (b) logging, coring, and testing prior to a completion attempt; (c)
      deepening, sidetracking, or plugging back operations conducted prior to the
      completion of such well; (d) completion (including, without limitation, the
      of
      the setting of production casing and tubing, perforation, and the installation
      of wellhead facilities), and equipping for production (including, without
      limitation, the installation of pumping equipment, tanks, separators, flow
      lines, saltwater disposal equipment, and other production facilities); and/or
      (e) plugging and abandonment as a dry hole (including, without limitation,
      the
      restoration of the surface of the drill site premises).

     

    “Due
      Date” shall have the meaning set forth in Section 3.8.

     

    “Effective
      Date” means 7:00 A.M., Central Time, on the first Day of the Month following
      the first to occur of (a) the payment in full by NCEC to Assignees of all
      amounts (including principal and accrued interest) owed by NCEC under the terms
      of the Notes, or (b) the “Maturity Date” of the Notes (as such term is defined
      therein).

     

    “Enhanced
      Recovery Operations” means all methods of supplementing natural forces and
      mechanisms of primary Hydrocarbon recovery or otherwise increasing ultimate
      recovery of Hydrocarbons from the Subject Interests, including, without
      limitation, water flooding,
      pressure maintenance, gas cycling, fluid injection, polymer flooding, chemical
      flooding, and similar operations.

     

    
      
        
        

      

      
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    “Environmental
      Laws” means (a) the following federal laws as they may be cited, referenced,
      and amended from time to time: the Clean Air Act, the Clean Water Act, the
      Safe
      Drinking Water Act, the Comprehensive Environmental Response, Compensation
      and
      Liability Act, the Endangered Species Act, the Resource Conservation and
      Recovery Act, the Hazardous Materials Transportation Act, the Superfund
      Amendments and Reauthorization Act, and the Toxic Substances Control Act; (b)
      any and all equivalent environmental statutes of any state in which any Subject
      Interest is situated, as they may be cited, referenced and amended from time
      to
      time; (c) any rules or regulations promulgated under or adopted pursuant to
      the
      above federal and state laws; and (d) any other equivalent federal, state,
      or
      local statute or any requirement, rule, regulation, code, ordinance, or order
      adopted pursuant thereto, including those relating to the generation,
      transportation, treatment, storage, recycling, disposal, handling, or release
      of
      Hazardous Substances.

     

    “Farmout”
      means an arrangement whereby the owner of an interest in a Lease who does not
      desire to conduct Drilling Operations on the Lease or on any unit into which
      the
      Lease has been pooled or unitized agrees to assign its interest in the Lease,
      or
      some geographic and/or subsurface portion of it, to a co-owner of the Lease
      or
      unit in consideration of such co-owner’s agreement to drill one or more
      Hydrocarbon wells on the assigned portion of the Lease.  The assignor
      in such a transaction may or may not retain an overriding royalty, production
      payment, or other similar non-operating interest, or the right to exchange
      such
      non-operating interest for a leasehold interest in the Lease upon the assignee’s
      recoupment of the costs and expenses of its Drilling Operations.

     

    “Hazardous
      Substances” shall mean flammables, explosives, radioactive materials,
      hazardous wastes, asbestos, or any material containing asbestos, polychlorinated
      biphenyls (PCBs), toxic substances or related materials, petroleum, petroleum
      products, associated oil or natural gas exploration, production, and development
      wastes, or any substances defined as “hazardous substances,” “hazardous
      materials,” “hazardous wastes,” or “toxic substances” under the Comprehensive
      Environmental Response, Compensation and Liability Act, as amended, the
      Superfund Amendments and Reauthorization Act, as amended, the Hazardous
      Materials Transportation Act, as amended, the Resource Conservation and Recovery
      Act, as amended, the Toxic Substances Control Act, as amended, or any other
      Environmental Laws.

     

    “Hydrocarbons”
      means, collectively, Oil and Produced Gas.

     

    “Knowledge”
      means (a) knowledge of those matters of which a person is charged with
      constructive notice under applicable law, and (b) actual knowledge.

     

    “Lease”
      means an oil and gas lease, fee mineral interest, royalty interest, or other
      interest described, referred to, or identified in Exhibit A, as to all
      lands and subsurface intervals covered thereby (or the applicable part or
      portion thereof, if specifically limited in depth and/or areal extent), together
      with, in the case of an oil and gas lease, any renewal or extension of such
      lease (as to all or any part or portion thereof), and any replacement lease
      taken upon or in anticipation
      of the expiration or termination of such lease (if executed and delivered during
      the term of or within one (1) year after the expiration of the predecessor
      lease), in each case as to all lands and subsurface intervals described in
      the
      predecessor lease (unless the predecessor lease is specifically limited in
      depth
      or areal extent, in which event only such portion of such lease shall be
      considered a renewal or extension or a replacement lease subject to this
      Conveyance); and “Leases” shall mean all such leases, fee mineral
      interests, royalty interests, and other interests and all such renewals and
      extensions and replacement leases.

     

    
      
        
        

      

      
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    “Lease
      Use Hydrocarbons” shall mean any Hydrocarbons which are unavoidably lost in
      the production thereof or used by WI Owners or the operator of any Lease or
      unit
      into which such Lease is pooled or unitized for drilling and production
      operations conducted prudently and in good faith for the purpose of producing
      Hydrocarbons from or allocable to such Lease (including, without limitation,
      Enhanced Recovery Operations), but only for so long as and to the extent such
      Hydrocarbons are so used.

     

    “Month”
      means each period beginning at 7:00 A.M., Central Time, on the first Day of
      a
      calendar month and ending at 7:00 A.M., Central Time, on the first Day of the
      next succeeding calendar month.

     

    “Net
      Profits” shall have the meaning set forth in Section
      3.2.

     

    “Net
      Profits Account” shall have the meaning set forth in Section
      3.1.

     

    “Net
      Profits Interest” means the net profits overriding royalty interest created
      pursuant to this Conveyance.

     

    “Net
      Profits Percentage” means forty-nine percent (49%).

     

    “Non-Consent
      Hydrocarbons” means Hydrocarbons produced from a Hydrocarbon well during the
      applicable period of recoupment or reimbursement pursuant to a Non-Consent
      Provision covering that well, which Hydrocarbons have been relinquished by
      the
      non-consenting party to the consenting or participating party under the terms
      of
      such Non-Consent Provision as the result of the election by the non-consenting
      party not to participate in the particular operation.

     

    “Non-Consent
      Provision” means a contractual provision contained in a third-party
      operating agreement, unit agreement, contract for development, or other similar
      agreement which is a Permitted Encumbrance, which provision covers so-called
      “non-consent” operations or sole benefit operations and provides for
      relinquishment of production by non-consenting or non-participating parties
      during a period of recoupment or reimbursement of costs and expenses of the
      consenting or participating parties.

     

    “Notes”
      mean, collectively, (a) the Secured Term Note dated of even date herewith,
      from
      NCEC to Valens U.S. SPV I, LLC, in the original principal amount of
      $2,300,000.00, and (b) the Secured Term Note dated of even date herewith, from
      NCEC to Valens Offshore SPV II, Corp., in the original principal amount of
      $3,000,000.00.

     

    
      
        
        

      

      
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    “Oil”
      means crude oil, distillate, and other associated liquid hydrocarbons, as such
      substances exist prior to Processing. For purposes of this Conveyance, the
      term
“Oil” shall include condensate produced in association with Produced
      Gas.

     

    “Parties”
      means, collectively, WI Owners and Assignees.

     

    “Permitted
      Encumbrances” means the following:

     

    (a)           the
      NPI Agreement and the agreements, contracts, and other documents described
      in
      conjunction with the description of the Leases on Exhibit A attached
      hereto (to the extent the same are valid and enforceable and burden the Subject
      Interests);

     

    (b)           all
      royalties, overriding royalties, production payments, carried interests, net
      profits interests (other than the Net Profits Interest), and other similar
      interests constituting burdens upon, measured by, or payable out of Hydrocarbons
      produced and saved from or attributable to the Subject Interests that are in
      effect as of the date of execution of this Conveyance, to the extent that the
      foregoing, taken in the aggregate, (i) do not reduce WI Owners’ aggregate share
      of Hydrocarbons produced and saved from or attributable to each well or portion
      of the Subject Interests listed on Exhibit A to less than the undivided
      interest identified on Exhibit A as the “Net Revenue Interest” of WI
      Owners in such well or portion of the Subject Interests, and (ii) do not
      increase WI Owners’ aggregate share of the costs and expenses relating to the
      operation and development of any such well or portion of the Subject Interests
      to a share greater than the undivided interest identified on Exhibit A as
      WI Owners’ “Working Interest” in such well or portion of the Subject
      Interests;

     

    (c)           the
      Senior Liens;

     

    (d)           division
      orders;

     

    (e)           liens
      for Taxes or assessments not yet delinquent;

     

    (f)           materialman’s,
      mechanic’s, repairman’s, employee’s, contractor’s, operator’s, and other similar
      liens or charges arising in the ordinary course of business, to the extent
      the
      same secure amounts not yet due and payable or that are being contested in
      good
      faith by appropriate proceedings diligently conducted;

     

    (g)           easements,
      rights-of-way, servitudes, permits, surface leases, and other rights pertaining
      to surface operations, to the extent the same do not materially interfere with
      operations on, or the operation, value, or use of any Subject Interest;
      and

     

    (h)           other
      valid and enforceable encumbrances, contracts, agreements, obligations, defects,
      and irregularities affecting the Subject Interests which, taken in the aggregate
      and together with the matters identified in clauses (a) through
(f) of this definition: (i) do not materially interfere with operations
      on, or the operation, value, or use of, any Subject Interest; (ii) do not
      prevent WI Owners from receiving any proceeds of any Subject Hydrocarbons;
      (iii)
      do not reduce the aggregate share of WI Owners of all Hydrocarbons produced
      and
      saved from or attributable to each well or portion of the Subject Interests
      listed on Exhibit A, and of the proceeds of such Hydrocarbon production,
      after giving effect to all valid royalties,
      overriding royalties, production payments, carried interests, net profits
      interests (other than the Net Profits Interest), and other similar interests
      constituting burdens upon, measured by, or payable out of Hydrocarbons produced
      and saved from or attributable to such well or portion of the Subject Interests,
      to a share less than the undivided interest identified on Exhibit A as WI
      Owners’ “Net Revenue Interest” in such well or portion of the Subject Interests;
      (iv) do not increase WI Owners’ aggregate share of the costs and expenses
      relating to the operation and development of any such well or portion of the
      Subject Interests to a share greater than the undivided interest identified
      on
Exhibit A as WI Owners’ “Working Interest” in such well or portion of the
      Subject Interests; and (v) do not secure an obligation in respect of borrowed
      money.

     

    
      
        
        

      

      
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    “Permitted
      Environmental Expenses” means expenses incurred from and after the Effective
      Date in (a) complying with any applicable Environmental Law governing the normal
      operation of the Subject Interests as would a prudent operator in accordance
      with sound oilfield practices; and (b) the management as a prudent operator
      in
      accordance with sound oilfield practices of any Hazardous Substance generated
      during the normal operation of the Subject Interests from and after the
      Effective Date.

     

    “Process”
      or “Processing” means to manufacture, fractionate, treat, absorb (other
      than by means of a gas recycling plant), compress (to the extent necessary
      to
      cause residue gas after processing to enter transportation facilities), or
      refine Hydrocarbons using equipment and facilities other than conventional
      wellhead-type equipment and facilities, such as dehydrators, field separators,
      heater-treaters, lease compression facilities utilized to cause Produced Gas
      to
      enter gathering or transportation facilities at or near the wellhead, and
      similar equipment.

     

    “Produced
      Gas” means a mixture consisting primarily of methane but including other
      constituents (which may include natural gas liquids, other liquid or liquefiable
      hydrocarbon substances, and other impurities) that is recoverable through a
      well
      from an underground reservoir and that is in a gaseous state when its volume
      is
      measured at the wellhead, as such substances exist prior to
      Processing.  For purposes of this Conveyance, condensate produced in
      association with Produced Gas shall be treated as Oil.

     

    “Reworking
      Operations” means operations performed in the well bore of a Hydrocarbon
      well located on the Subject Interests after such well is completed and equipped
      for production for the purpose of securing, restoring, or improving Hydrocarbon
      production in a subsurface interval that is then open to production in such
      well
      bore. Such operations include, without limitation, fracturing, refracturing,
      and
      other formation stimulation operations and recompletion operations conducted
      in
      the subsurface interval where such reworking operations were conducted after
      the
      conclusion of such operations, but shall not include routine repairs or well
      maintenance work or Drilling Operations, Alternate Zone Operations, or Enhanced
      Recovery Operations.

     

    “Senior
      Liens” means the liens against and security interests in the Subject
      Interests granted by WI Owners and described more particularly on Exhibit
      B.

     

    “Subject
      Hydrocarbons” means all Hydrocarbons produced from or attributable to the
      Subject Interests, after deducting therefrom all royalties, overriding
      royalties, production payments,
      net profits interests (other than the Net Profits Interest), and other burdens
      upon, measured by, or payable out of Hydrocarbon production from or attributable
      to the Subject Interests that are outstanding in third parties and reflected
      of
      record as of the date of execution of this Conveyance.  For purposes
      of this Conveyance, there shall be excluded from the calculation of the Subject
      Hydrocarbons (a) all Lease Use Hydrocarbons, (b) all Non-Consent Hydrocarbons
      owed by either WI Owner, as the non-consenting party pursuant to a Non-Consent
      Provision, to the consenting or participating party(ies) under the terms of
      such
      Non-Consent Provision during the applicable period of recoupment or
      reimbursement, and (c) all Hydrocarbons (if any) produced from any lands or
      subsurface intervals covered by or included in the Leases and/or pooled
      therewith that are not specifically described in Exhibit
      A.

     

    
      
        
        

      

      
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    “Subject
      Interests” means:  (a) the undivided leasehold interests and the
      associated net revenue interests of WI Owners described more particularly on
      Exhibit A in and to the Leases and the other rights and interests
      described more particularly in Exhibit A, INSOFAR ONLY AS the Leases
      cover and include the lands identified in Exhibit A, which comprise the
      drill site locations for the proposed wells listed on Exhibit A, all as
      provided in Exhibit A; (b) all rights, titles, and interests of WI Owners
      in and to all Hydrocarbons produced, saved, and marketed from or allocable
      to
      the proposed Hydrocarbon wells listed on Exhibit A once such wells
      are drilled and completed, and any Hydrocarbon wells drilled thereafter on
      the
      Leases, INSOFAR ONLY AS the Leases cover and include the lands identified in
      Exhibit A, and any unit into which any such Lease, INSOFAR ONLY AS such
      Lease covers and includes the lands identified in Exhibit A, is pooled or
      unitized; and (c) any and all other rights, titles, and interests of WI Owners
      in or with respect to all voluntary or compulsory pooling or unitization
      agreements or orders, farmout agreements, farmin agreements, operating
      agreements, Hydrocarbon purchase and sale agreements, licenses, permits, and
      all
      other contracts of any kind whatsoever covering or affecting the production
      or
      marketing of Hydrocarbons from the Leases, INSOFAR ONLY AS the Leases cover
      and
      include the lands identified in Exhibit A, and any unit into which any
      such Lease, INSOFAR ONLY AS such Lease covers and includes the lands identified
      in Exhibit A, is pooled or unitized, and attributable to the interests of
      WI Owners therein.

     

    “Taxes”
      means all ad valorem, property, occupation, gathering, pipeline, severance,
      gross production, gross receipts, Btu, energy, excise, and other taxes and
      governmental charges and assessments imposed on the Subject Interests, the
      Subject Hydrocarbons, the Net Profits Interest, or the proceeds therefrom,
      other
      than income, franchise, or similar taxes.

     

    “Transfer”
      means, for purposes of Section 7.2, as applicable, (a) a sale, exchange,
      assignment, conveyance, gift, bequest, devise, disposition, or other direct
      transfer of title to an asset, (b) a transfer of the equity interests of the
      person or entity owning the relevant asset or, in the case of an entity other
      than an individual, the direct parent of such entity, or (c) a merger,
      consolidation, reorganization, or other business combination of such person
      or
      entity or, in the case of an entity other than an individual, the direct parent
      of such entity.

     

    
      
        
        

      

      
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    ARTICLE
      III

    CALCULATION
      AND PAYMENT OF NET PROFITS INTEREST

     

    3.1           Net
      Profits Account.  For purposes of calculating the Net Profits
      Interest, WI Owners shall maintain an account for the Subject Interests (the
      “Net Profits Account”) in accordance with the terms of this Conveyance
      and COPAS Accounting Practices consistently applied that sets forth the charges
      and credits made thereto pursuant to this Conveyance on a monthly
      basis.  WI Owners shall furnish Assignees, within thirty (30) Days
      after the end of each Month after the Effective Date, a report in form and
      substance reasonably satisfactory to Assignees that sets forth the charges
      and
      credits made to the Net Profits Account during the preceding Month.

     

    3.2           Definition
      of “Net Profits”.  The term “Net Profits” means an amount
      (not less than zero) determined for each Month after the Effective Date by
      subtracting (a) the sum of (i) any charge balance existing in the
      Net Profits Account on the first Day of such Month, plus (ii) the total
      charges properly made thereto during such Month, from (b) the sum
      of (i) any undistributed credit balance existing in the Net Profits Account
      on
      the first Day of such Month, plus (ii) the total credits properly made
      thereto during such Month.  To the extent that the aggregate credits
      exceed the aggregate charges at the end of any such Month, the resulting Net
      Profits shall be payable to Assignees as provided in Section 3.8, and the
      Net Profits Account shall be adjusted to reflect each such
      distribution.  To the extent that the aggregate charges exceed the
      aggregate credits at the end of any such Month, such excess charges shall be
      carried forward to the succeeding Month(s).  All payments made to
      Assignees on account of the Net Profits Interest shall be made entirely and
      exclusively out of the sums credited to the Net Profits Account pursuant to
      Section 3.3.  Nothing contained in this Conveyance shall ever
      be interpreted or applied in any manner that will require or permit any
      duplication of all or any part of any credit or charge to the Net Profits
      Account with respect to the same transaction.  In no event shall the
      cumulative Net Profits payable to Assignees hereunder ever exceed ninety percent
      (90%) of the cumulative “gross income from the property”, as that term is used
      in Section 613(a) of the Internal Revenue Code of 1986 (as amended or superseded
      from time to time), attributable to the Subject Interests after the Effective
      Date.  Any amounts not paid by reason of this limitation shall be
      carried forward and shall be paid if and when such cumulative gross income
      from
      the property is sufficient to permit such a payment.

     

    3.3           Credits
      to the Net Profits Account.

     

    (a)           Beginning
      with the Month in which the Effective Date falls and each Month thereafter,
      the
      Net Profits Account shall be credited with an amount equal to the sum
      of:  (i) the total proceeds actually received by each WI Owner from
      the sale of all Subject Hydrocarbons during the immediately preceding Month;
      plus (ii) all advance payments, payments pursuant to take-or-pay or
      similar provisions, and payments representing “cover” or similar damages
      associated with a Hydrocarbon purchaser’s failure to receive Hydrocarbons
      scheduled for delivery by each WI Owner, in each case as provided for in any
      Hydrocarbon purchase and sale agreement and actually received by each WI Owner
      during such preceding Month (provided, however, that no amount shall be credited
      to the Net Profits Account in connection with make-up Hydrocarbon production
      subsequently delivered without receipt of payment therefor); plus (iii) any
      amount representing damages received by each WI Owner in connection
      with a judgment in or settlement of any dispute or litigation related to the
      amount of the proceeds from the sale of the Subject Hydrocarbons, to the extent
      such amount has not previously been credited to the Net Profits Account pursuant
      to clause (i) of this Section 3.3(a).

     

    
      
        
        

      

      
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    (b)           If
      any Subject Hydrocarbons are Processed prior to their sale by a WI Owner, then
      for purposes of Section 3.3(a), the Net Profits Account shall be credited
      with an amount equal to the proceeds actually received by such WI Owner from
      the
      sale of all such Subject Hydrocarbons after Processing plus the proceeds
      received by such WI Owner from the sale of natural gas liquids or other
      Hydrocarbon products yielded by the Processing of such Subject Hydrocarbons,
      less all costs and expenses incurred by such WI Owner in gathering, compressing,
      and transporting such Subject Hydrocarbons from the wellhead to the Processing
      facility, product quality adjustments, and the Processing of such Subject
      Hydrocarbons.

     

    (c)           If
      a controversy or possible controversy (whether by reason of any statute, order,
      decree, rule, regulation, contract, or otherwise) exists between a WI Owner
      and
      any Hydrocarbon purchaser that makes any portion of the proceeds from such
      WI
      Owner’s sale of the Subject Hydrocarbons subject to possible refund,
      then:  (i) amounts withheld by such Hydrocarbon purchaser or deposited
      by it with an escrow agent shall not be considered to have been received by
      the
      relevant WI Owner and shall not be credited to the Net Profits Account until
      actually collected by such WI Owner; provided, however, that the Net Profits
      Account shall not be credited with any interest, penalty, or other amount
      subsequently paid by such Hydrocarbon purchaser to such WI Owner that is not
      derived directly from the sale of the Subject Hydrocarbons, but, instead, such
      WI Owner shall pay directly to Assignee the share of any interest, penalty,
      or
      other amounts allocable to the Net Profits Interest; (ii) amounts received
      by
      such WI Owner and promptly deposited by it with an escrow agent or into the
      registry of a court of competent jurisdiction shall not be considered to have
      been received by such WI Owner and shall not be credited to the Net Profits
      Account until disbursed to such WI Owner by such escrow agent or court;
      provided, however, that the Net Profits Account shall not be credited with
      any
      interest, penalty, or other amount earned on such amounts while held in escrow
      or the registry of a court, but, instead, such WI Owner shall pay directly
      to
      Assignees the share of any such interest, penalty, or other amount that is
      allocable to the Net Profits Interest; and (iii) if, as the result of the
      bankruptcy or insolvency of any Hydrocarbon purchaser or any other reason
      whatsoever, any amounts previously credited to the Net Profits Account are,
      in
      fact, required to be refunded by or are reclaimed from a WI Owner, then there
      shall be a charge to the Net Profits Account equal to any amounts thus refunded
      or reclaimed promptly following such WI Owner’s payment thereof.

     

    (d)           Notwithstanding
      any of the preceding provisions of this Section 3.3, the Net Profits
      Account shall not be credited with:  (i) any proceeds received
      by a WI Owner from the sale of all or any portion of the Subject Interests
      or
      any personal property, material, supplies, equipment, facilities, or fixtures
      located thereon or used in connection therewith; (ii) except as otherwise
      provided in Section 3.3(b), any revenues received by a WI Owner in
      connection with the ownership and operation of any Processing, field or pipeline
      compression, gathering, transportation, or marketing facilities located on
      or
      used in connection with the Subject Interests; (iii) any amount received by
      a WI
      Owner as a bonus for the granting of any Hydrocarbon lease relating to the
      Subject Interests or as delay rentals, shut-in well payments, minimum royalties,
      and
      other
      payments received by a WI Owner in connection with the maintenance of any such
      Hydrocarbon leases granted by such WI Owner; (iv) any payments received by
      a WI
      Owner in connection with the drilling or deferral of drilling of any Hydrocarbon
      well on the Subject Interests (including dry hole payments, bottom hole
      payments, and payments received as consideration for refraining from drilling
      an
      offset well) or as an adjustment of any Hydrocarbon well or the leasehold
      equipment located thereon or used in connection therewith upon the pooling
      or
      unitization of any of the Subject Interests; (v) any amounts received by a
      WI
      Owner from any borrowings; (vi) any revenues received by a WI Owner or its
      Affiliates as the result of their risk management or hedging activities in
      respect of the Subject Interests; or (vii) any amounts received by a WI Owner
      from other persons as payment of direct overhead charges or operating charges
      invoiced by such WI Owner in its capacity as operator of one or more Leases
      under the terms of applicable joint operating or similar
      agreements.

     

    
      
        
        

      

      
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    3.4           Charges
      to the Net Profits Account.

     

    (a)           Beginning
      with the Month in which the Effective Date falls and each Month thereafter,
      there shall be charged against the Net Profits Account an amount equal to the
      sum of the following items of cost and expense paid by each WI Owner
      during the immediately preceding Month, insofar only as such items of cost
      and
      expense were incurred after the Effective Date and are properly allocable to
      the
      Subject Interests and the production and marketing of the Subject
      Hydrocarbons:

     

    (i)           all
      costs of materials, equipment and supplies (at the relevant WI Owner’s actual
      cost if purchased by such WI Owner, or, if provided from such WI Owner’s
      inventory or by an Affiliate of such WI Owner, at the market value thereof,
      net
      of any salvage or trade-in value received by such WI Owner with respect
      thereto), labor, and services incurred in the operation and maintenance of
      the
      Subject Interests and the production and marketing of the Subject Hydrocarbons,
      including, without limitation:  (A) all costs of complying with
      applicable local, state, and federal statutes, ordinances, rules, regulations,
      and orders (except for Environmental Laws, for which costs of compliance are
      addressed below in clause F of this Section 3.4(a)(i)); (B) all
      costs of well operations, routine repairs, and maintenance work conducted on
      the
      Subject Interests; (C) all costs of lifting and producing the Subject
      Hydrocarbons, including, without limitation, all costs of labor, fuel, repairs,
      hauling, materials, supplies, utility charges, saltwater disposal, and other
      costs incident thereto; (D) to the extent not taken into account in determining
      the proceeds from the sale of Subject Hydrocarbons that are Processed prior
      to
      their sale by WI Owners as provided in Section 3.3(b), all costs (other
      than Capital Costs) of Processing, gathering, compressing, dehydrating,
      separating, treating, transporting, and marketing the Subject Hydrocarbons;
      (E)
      all direct overhead charges and operating charges paid to the operator or
      operators (including, without limitation, either of WI Owners or any Affiliate
      of either WI Owner) of the Subject Interests under the terms of applicable
      joint
      operating or similar agreements or to others for services rendered in conducting
      operations thereon; provided, however, that if a WI Owner or any of its
      Affiliates either serves as, or provides services to, the operator of any of
      the
      Subject Interests, the Net Profits Account shall be charged with no more than
      the pro rata share allocable to the Subject Interests of any charges invoiced
      by
      either the WI Owner or its Affiliate in connection with the performance of
      such
      services, with any such charges being
      calculated on the same basis as the like charges invoiced to other parties
      owning cost-bearing interests in the relevant Lease or unit into which such
      Lease has been pooled or unitized; (F) all Permitted Environmental Expenses
      relating to the Subject Interests; (G) the costs of plugging and abandoning
      wells now or hereafter located on the Subject Interests that have once produced
      Hydrocarbons in paying quantities; (H) all delay rentals, shut-in well payments,
      minimum royalties, and other payments made by each WI Owner to maintain the
      Leases; (I) any amount paid by a WI Owner in connection with the drilling or
      deferral of drilling of any Hydrocarbon well on the Subject Interests (including
      dry hole payments, bottom hole payments, and payments made to third parties
      as
      consideration for refraining from drilling an offset well) or as an adjustment
      of any Hydrocarbon well or the leasehold equipment located thereon or used
      in
      connection therewith upon the pooling or unitization of any of the Subject
      Interests; and (J) rent and other consideration paid by each WI Owner for the
      use of, or damage to, the surface of the lands covered by any Lease or any
      unit
      into which such Lease is pooled or unitized;

     

    
      
        
        

      

      
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    (ii)           except
      as otherwise provided in clause (vii) of Section 3.4(b), the
      amounts of any damages, losses, judgments, refunds, interest, penalties, costs,
      and expenses (including attorneys’ fees) paid by a WI Owner in connection with
      litigation (or the settlement thereof), collections, liens (other than the
      Senior Liens and the liens and security interests securing the Notes),
      judgments, liquidated liabilities, and claims on account of such WI Owner’s
      ownership interest in the Subject Interests, or incident to the operation or
      maintenance thereof, or the production or marketing of the Subject
      Hydrocarbons;

     

    (iii)           all
      Taxes paid by WI Owners for the benefit of WI Owners and Assignees that are
      assessed against or attributable to the Subject Interests, the Subject
      Hydrocarbons, or the Net Profits Interest; provided, however, that if either
      Assignee is assessed Taxes individually, the Taxes which such Assignee is
      assessed individually shall not be charged to the Net Profits
      Account;

     

    (iv)           insurance
      premiums paid by WI Owners on account of their respective ownership of the
      Subject Interests for insurance carried with respect to the Subject Interests
      or
      any part thereof; and

     

    (v)           all
      other expenditures reasonably incurred by WI Owners for the operation,
      maintenance, and marketing of Hydrocarbon production from wells now or hereafter
      situated on the Subject Interests and for the necessary or proper operation,
      maintenance, and utilization of such wells.

     

    (b)           Notwithstanding
      the provisions of Section 3.4(a), no charge to the Net Profits Account
      shall be made for any of the following items:  (i) any amount that has
      also been used to reduce the amount of the Subject Hydrocarbons or the proceeds
      from the sale thereof for purposes of Section 3.3; (ii) any overriding
      royalty interest, production payment, carried interest, net profits interest
      (in
      addition to the Net Profits Interest), or other similar interest that burdens,
      is measured by, or is payable out of Hydrocarbons produced and saved from or
      attributable to the Subject Interests that are created after the date of
      execution of this Conveyance; (iii) any costs of operating
      or maintaining any Processing plant or facility, to the extent used other than
      in connection with the Processing of the Subject Hydrocarbons; (iv) any amount
      (including, without limitation, any purchase price or other consideration)
      paid
      by a WI Owner in connection with the acquisition of the Subject Interests and
      all related personal property, materials, supplies, equipment, facilities,
      and
      fixtures; (v) any Capital Costs incurred at any time in connection with the
      Subject Interests; (vi) any costs and expenses other than Capital Costs incurred
      in connection with the Subject Interests prior to the Effective Date, regardless
      of when paid by WI Owners, and allocable to either WI Owner or its predecessors
      in interest; (vii) any costs, expenses, damages, interest, penalties, or similar
      charges incurred by a WI Owner in favor of any third party as the result of
      such
      WI Owner’s failure to perform any of its obligations under Section
      6.2(a); (viii) any principal, interest, fees, or similar amounts paid by
      either WI Owner in connection with any borrowings or any purchases on credit;
      (ix) any losses or costs incurred by a WI Owner in connection with any risk
      management or hedging activities in respect of the Subject Interests; (x) any
      damages, liabilities, costs, or expenses that are environmental in character
      and
      are attributable to the ownership and operation of the Subject Interests or
      the
      production and marketing of the Subject Hydrocarbons other than Permitted
      Environmental Expenses; (xi) any general and administrative overhead expenses
      of
      either WI Owner; or (xii) any charges by any Affiliate of WI Owners for any
      accounting, technical, legal, or other services provided by such Affiliate
      either WI Owner.

     

    
      
        
        

      

      
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    (c)           In
      calculating the costs and expenses charged to the Net Profits Account, the
      items
      of cost and expense described in Section 3.4(a) shall be reduced by the
      amount of the following items actually received by WI Owners, to the extent
      that
      such items are attributable to the Subject Interests:  (i) the
      proceeds received by each WI Owner from the sale, after the Effective Date,
      of
      (or, if disposed of after the Effective Date by a WI Owner other than by sale,
      the then-current market value of) any personal property, materials, supplies,
      equipment, surface interests, facilities, or fixtures, or any part thereof
      or
      interest therein, located on, used in connection with, or attributable to the
      Subject Interests; (ii) any amounts received by a WI Owner as an adjustment
      of
      any well or leasehold equipment located on or used in connection with the
      Subject Interests upon the pooling or unitization of the Subject Interests;
      (iii) the proceeds of all insurance, the cost of which is charged to the Net
      Profits Account, collected by or on behalf of each WI Owner on account of its
      respective ownership of the Subject Interests as a consequence of the loss
      of or
      damage to the Subject Interests or the personal property or equipment located
      thereon; (iv) except as otherwise provided in clause (iii) of Section
      3.3(a), the proceeds of all judgments and claims collected by each WI Owner
      as the result of its ownership of the Subject Interests; (v) any payments made
      to a WI Owner in connection with the drilling or deferral of drilling of any
      Hydrocarbon well on the Subject Interests (including, without limitation, dry
      hole payments, bottom hole payments, and payments received as consideration
      for
      refraining from drilling an offset well); (vi) the amount of all bonuses or
      other consideration, delay rentals, shut-in well payments, minimum royalties,
      and other payments made to a WI Owner in connection with the granting or
      maintenance, as applicable, of any Lease granted by such WI Owner and included
      in the Subject Interests; and (vii) the amount of all direct overhead charges
      and operating charges paid by non-Affiliate third persons to a WI Owner in
      its
      capacity as operator of one or more Leases under the terms of applicable joint
      operating or similar agreements.

     

    3.5           Satisfaction
      Exclusively from Production.  The Net Profits Interest does not
      include any right, title, or interest in and to any personal property, fixtures,
      equipment, or facilities now or hereafter placed on the Subject Interests and
      is
      exclusively a non-operating interest carved from the Subject Interests.
      Assignees shall look solely to the production of the Subject Hydrocarbons for
      the satisfaction and realization of the Net Profits Interest.

     

    
      
        
        

      

      
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    3.6           No
      Personal Liability.  Assignees shall never be personally
      responsible for the payment of any part of the costs and expenses charged
      against the Net Profits Account or for any liabilities incurred in connection
      with the exploration, drilling, development, equipping, and operation of the
      Subject Interests, the ownership and maintenance of the oil and gas leasehold
      estate in the Leases, or the production and marketing of the Subject
      Hydrocarbons.  WI OWNERS HEREBY COVENANT AND AGREE TO
      INDEMNIFY AND TO HOLD HARMLESS ASSIGNEES, THEIR RESPECTIVE DIRECTORS, OFFICERS,
      MANAGERS, PARTNERS, SHAREHOLDERS, MEMBERS, AGENTS, EMPLOYEES, SUCCESSORS AND
      ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS OF THIRD PERSONS SUFFERED BY
      ASSIGNEES (OR EITHER OF THEM) AND CAUSED BY, ARISING OUT OF, RESULTING FROM,
      OR
      RELATING IN ANY WAY TO SUCH EXPLORATION, DRILLING, DEVELOPMENT, EQUIPPING,
      LEASEHOLD OWNERSHIP AND MAINTENANCE, PRODUCTION, AND OPERATION OF THE SUBJECT
      INTERESTS.

     

    3.7           Marketing
      Responsibility.  As between WI Owners and Assignees, WI Owners
      shall have exclusive charge and control of the marketing of all Subject
      Hydrocarbons.  WI Owners shall market, or cause to be marketed, all
      Subject Hydrocarbons with due diligence, at the best prices, and on the best
      terms that WI Owners shall deem reasonably obtainable under the circumstances,
      with due regard to the interests of both WI Owners and Assignees, and in any
      event at prices and on terms at least as favorable as WI Owners obtain for
      Hydrocarbons of the same character and delivered in the same geographic area
      but
      that are not subject to this Conveyance.  WI Owners shall collect and
      receive the proceeds from the sale of all such production. WI Owners will
      perform all obligations binding on them under all Hydrocarbon sales, purchase,
      exchange, or other marketing agreements relating to the Subject Hydrocarbons
      in
      accordance with the terms thereof, and will use reasonable commercial efforts
      to
      enforce performance of the obligations of third parties thereunder; provided,
      however, that WI Owners shall have no liability to Assignees for their failure
      so to perform, except when such failure is due to the gross negligence or
      willful misconduct of WI Owners.  As to any third persons, the actions
      of WI Owners in connection with the marketing of the Subject Hydrocarbons shall
      be binding on Assignees.

     

    3.8           Payment
      of Net Profits.  To the extent that, at the end of any Month after
      the Effective Date, there exist Net Profits as provided in Section 3.2,
      WI Owners shall disburse to Assignees, within thirty (30) Days after the end
      of
      the relevant Month (the “Due Date”), all Net Profits that have accrued to
      the Net Profits Interest as of the end of such Month.  If any amount
      due from WI Owners to Assignees hereunder is not paid by the applicable Due
      Date, then such amount shall bear interest from such Due Date through the date
      of receipt of such amount by Assignees at the Default Rate.  If, at
      any time, WI Owners inadvertently pay Assignees more than the amount due under
      this Conveyance, Assignees shall not be obligated to refund any such
overpayment,
      but the amount or amounts otherwise payable for any subsequent Month or Months
      shall be reduced by the amount of such overpayment.

     

    
      
        
        

      

      
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    3.9           Audit.  The
      books of account and records of WI Owners relating to the Net Profits Interest
      shall be open and made available to Assignees and their representatives at
      all
      reasonable times for examination, inspection, copying, and audit by Assignees
      and their representatives, at Assignees’ expense.  If Assignees desire
      to audit such books of account and records, Assignees or their representatives
      shall give written notice thereof to WI Owners, and WI Owners shall make the
      same available to Assignees or their representatives during normal business
      hours on consecutive Business Days no later than thirty (30) Days following
      such
      notice.  If, pursuant to such audit, Assignees or their
      representatives shall notify WI Owners of any defects, inconsistencies, or
      errors in such books of account or records, and WI Owners disagree with
      Assignees’ or their representatives’ conclusions in respect of the same, then no
      later than sixty (60) Days following such notification, WI Owners shall reply
      to
      such audit report, such reply to describe in reasonable detail the facts and
      other information supporting WI Owners’ position in respect of the contested
      items.

     

    3.10           Dispute
      Resolution.  Any disagreement, difference, or dispute among the
      Parties relating to charges or credits to the Net Profits Account shall be
      resolved by arbitration according to the procedures set forth in this Section
      3.10.  Either Party may commence an arbitration proceeding
      hereunder by giving written notice to the other Party.  No later than
      five (5) Business Days after the delivery of the notice commencing the
      arbitration proceeding, WI Owners and Assignees shall each select an
      arbitrator.  Promptly following their selection, the arbitrators
      selected by, respectively, WI Owners and Assignees jointly shall select a third
      arbitrator.  The three (3) arbitrators shall hear and decide all
      matters relating to the relevant dispute.  All arbitrators selected
      pursuant to this Section 3.10 shall be certified public accountants
      having at least eight (8) years of professional experience in oil and gas
      accounting matters, shall not previously have been employed by any Party, and
      shall not have a direct or indirect interest in any Party or the subject matter
      of the arbitration.  The arbitration shall commence as soon as is
      practical, but in no event later than fifteen (15) Days after the selection
      of
      the third arbitrator.  The Rules for Non-Administered Arbitration of
      the International Institute for Conflict Prevention and Resolution (“CPR
      Rules”) shall apply to the extent not inconsistent with the rules specified
      in this Section 3.10.  If any arbitrator selected under this
Section 3.10 should die, resign, or otherwise be unable to perform its
      duties hereunder, a successor arbitrator shall be selected pursuant to the
      CPR
      Rules.  Arbitration hearings shall be held at a neutral location
      agreed upon by the Parties or, absent such an agreement, selected pursuant
      to
      the CPR Rules.  All hearings shall be conducted on a confidential
      basis without continuance or adjournment.  At the arbitration hearing,
      the Parties will each present to the arbitrators a single dollar figure for
      resolution of the dispute, together with such supporting information as the
      relevant Party deems appropriate.  Evidence concerning the financial
      position or organizational makeup of the Parties, any offer made or the details
      of any negotiation prior to arbitration, and the cost to the Parties of their
      representatives and counsel shall not be admissible.  The law
      governing all such disputes shall be the laws of the State of Texas, without
      regard to conflicts of laws principles.  The charges and expenses of
      the arbitrators shall be shared equally by the Parties.  The
      arbitrators shall resolve the dispute within thirty (30) Days after the Parties
      have presented their positions to the arbitrators by selecting one or the other
      of the two dollar figures submitted by the Parties.  The decision of
      the arbitrators shall be binding on the Parties and, if necessary, may be
      enforced in
      any
      court of competent jurisdiction. Any payment to be made as a result of any
      such
      dispute will be made by wire transfer of immediately available funds on the
      third (3rd) Business Day following the receipt by WI Owners and Assignee of
      a
      written notice from the arbitrators of their determination.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    GOVERNING
      DOCUMENTS; SENIOR LIENS

     

    4.1           Governing
      Documents.  Assignees hereby accept this Conveyance, and agree
      that the Net Profits Interest is expressly made, subject to the terms,
      provisions, exceptions, and reservations contained in (a) the NPI Agreement
      and
      (b) all other Permitted Encumbrances.  The delivery of this Conveyance
      shall not affect, enlarge, diminish, or otherwise impair any of the
      representations, warranties, covenants, conditions, indemnities, terms, or
      provisions of the NPI Purchase Agreement, and all of the representations,
      warranties, covenants, conditions, indemnities, terms, and provisions contained
      in the NPI Agreement shall survive the delivery of this Conveyance to the
      extent, and in the manner, set forth in such agreement.  In the event
      of a conflict between the terms of this Conveyance and the terms of the NPI
      Agreement, the terms of the NPI Agreement shall govern and control; provided,
      however, that the inclusion in this Conveyance of terms not addressed in the
      NPI
      Agreement shall not be deemed a conflict, and all such additional terms
      contained in this Conveyance shall be given full force and effect, subject
      to
      the provisions of this Section 4.1.

     

    4.2           Senior
      Liens.  Assignees acknowledge that among the Permitted
      Encumbrances to which the Net Profits Interest is subject are the Senior
      Liens.  WI Owners acknowledge that, although the Net Profits Interest
      is subject to the Senior Liens, Assignees have not assumed, and are not obligors
      with respect to, the obligations of WI Owners secured by the Senior
      Liens.  In connection with Assignees’ acceptance of the Net Profits
      Interest subject to the Senior Liens, WI Owners represent and covenant as
      follows:

     

    (a)           as
      of the date of execution of this Conveyance, neither WI Owner is, and as of
      the
      Effective Date, neither WI Owner will be, in default under any of the terms
      of
      the Senior Liens or any securities purchase agreement, credit agreement, note,
      or other document executed by either WI Owner in connection therewith, and
      WI
      Owners agree that they will use their best efforts to perform and comply with
      all of the terms contained in the Senior Liens and all credit agreements, notes,
      and other documents executed in connection therewith for as long as the
      indebtedness secured by the Senior Liens remains outstanding;

     

    (b)           to
      the extent that WI Owners become entitled to a partial release of the Senior
      Liens, WI Owners shall use their best efforts to cause the holder of the Senior
      Liens to execute and deliver a release thereof with respect to the Subject
      Interests (including, without limitation, the Net Profits Interest) prior to
      its
      execution and delivery of partial releases of the Senior Liens with respect
      to
      any other property of WI Owners serving as collateral thereunder;
      and

     

    (c)           WI
      Owners agree to provide to Assignees prompt written notice upon the occurrence
      of an event of default by either WI Owner under the terms of the Senior Liens
      or
      any credit agreement, note, or other document executed by either WI Owner in
      connection therewith.

     

    WI
      Owners
      hereby covenant and agree to indemnify and hold harmless Assignees, their
      respective directors, officers, managers, shareholders, members, partners,
      agents, employees, successors, and assigns, from and against any and all Claims
      of third persons suffered by Assignees and caused by, arising out of, resulting
      from, or relating in any way to the existence of the Senior Liens as
      encumbrances against the Subject Interests and the Net Profits
      Interest.

     

    
      
        
        

      

      
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    ARTICLE
      V

    WARRANTY
      OF TITLE

     

    WI
      Owners
      warrant and agree forever to defend title to the Net Profits Interest unto
      Assignees against every person who now or at any time hereafter lawfully claims
      the same or any part thereof, but limited to Claims arising by, through, or
      under WI Owners, and not otherwise; provided, however, that the foregoing
      warranty shall not be breached in any manner by the existence of the Permitted
      Encumbrances.  Any warranty implied by the use in this Conveyance of
      the words “grant” or “convey” is expressly negated.  Without limiting
      or expanding the foregoing warranty:

     

    (a)           WI
      Owners warrant and represent to Assignees and their successors and assigns
      that:
      (i) to WI Owners’ Knowledge, WI Owners are the true and lawful owners of the
      Subject Interests; (ii) neither WI Owner has transferred, assigned, or conveyed
      all or any portion of the Subject Interests to any other party, and WI Owners
      have full right and authority to sell and convey, as herein provided, the Net
      Profits Interest; (iii) to WI Owners’ Knowledge, the Leases are valid and
      subsisting and in full force and effect; (iv) all rentals, royalties, and other
      amounts due and payable under the Leases, or any of them, have been duly paid
      or
      provided for, and no default now exists under any of the Leases; and (v) neither
      WI Owner has taken any action, or omitted to take any action, that would cause
      the Subject Interests to become subject to any lien, mortgage, security
      interest, or other encumbrance of any kind or character, except for Permitted
      Encumbrances.

     

    (b)           WI
      Owners warrant and represent to Assignees and their successors and assigns,
      but
      limited to Claims arising by, through, or under WI Owners, and not otherwise,
      that WI Owners’ ownership of the Subject Interests:  (i) entitles WI
      Owners to an aggregate share of the oil and gas leasehold estate created by
      the
      Leases covering, or the fee mineral estate in, each well or portion of the
      Subject Interests listed on Exhibit A that is not less than the interest
      identified as the “Working Interest” for such well or portion of the Subject
      Interests on Exhibit A; (ii) entitles WI Owners to receive, from their
      record fee mineral, oil and gas leasehold, and/or royalty ownership in each
      well
      or portion of the Subject Interests listed on Exhibit A, an aggregate
      percentage of all Hydrocarbons produced, saved, and marketed from each such
      well
      or portion of the Subject Interests (without taking into account the Net Profits
      Interest) that is not less than the interest identified as the “Net Revenue
      Interest” for such well or portion of the Subject Interests on Exhibit A,
      without reduction, suspension, or termination for the respective productive
      life
      of each such well or portion of the Subject Interests; and (iii) obligates
      WI
      Owners to bear an aggregate percentage of the costs and expenses of operations
      on and the maintenance and development of the oil and gas leasehold or fee
      mineral estates in each well or portion
      of the Subject Interests listed on Exhibit A that is not greater than the
“Working Interest” set forth for such well or portion of the Subject Interests
      on Exhibit A, without increase for the respective productive life of each
      such well or portion of the Subject Interests.

     

    (c)           This
      Conveyance is made with full substitution and subrogation of Assignees in and
      to
      all covenants and warranties by others heretofore given or made in respect
      of
      any of the Subject Interests or any part thereof; provided, however, that such
      substitution and subrogation of Assignees shall not restrict or impair the
      right
      of WI Owners, or either of them, to enforce all such covenants and warranties
      on
      their or its own behalf with respect to its remaining interests in the Subject
      Interests after giving effect to this Conveyance.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI

    COVENANTS

     

    6.1           Access.  Assignees
      and their representatives shall, at their risk and expense and to the extent
      permitted by agreements covering the Subject Interests, have access to the
      Leases at all times and to the derrick floor of each Hydrocarbon well drilled
      or
      being drilled thereon and the right to observe all operations conducted
      thereon.

     

    6.2           Operational
      Matters.

     

    (a)           WI
      Owners agree, to the extent that WI Owners control such matters:  (i)
      to comply with the terms and provisions of the Leases and all operating
      agreements, unit operating agreements, contracts for development, and other
      agreements applicable to the Subject Interests; (ii) to drill, complete,
      produce, and operate (or, if the Subject Interests are operated by a party
      other
      than a WI Owner, to use reasonable efforts to cause to be drilled, completed,
      produced and operated) all of the Hydrocarbon wells listed on Exhibit B
      in good faith, at legal locations on, and within the subsurface intervals
      covered by, the Subject Interests, in a good and workmanlike manner consistent
      with the standard of a prudent operator whose interest is not burdened with
      the
      Net Profits Interest, and in accordance with the provisions of the Leases,
      the
      provisions of all applicable operating agreements, unit operating agreements,
      contracts for development, or similar agreements, and all applicable federal,
      state, and local laws, statutes, ordinances, rules, regulations, and orders;
      (iii) to maintain the capacity of each Hydrocarbon well located on the Subject
      Interests to produce at the maximum efficient rate of flow (subject to
      applicable field rules or other applicable laws, statutes, ordinances, rules,
      regulations, or orders relating to the allowable rate of production); (iv)
      to
      cause all wells, machinery, equipment, facilities, fixtures, and other personal
      property located on or used in connection with the Subject Interests to be
      provided and maintained in good operating condition and repair and to cause
      all
      repairs, replacements, additions, and improvements thereto to be performed
      in a
      timely manner consistent with the standard of the prudent operator; (v) to
      pay,
      or to use reasonable efforts to cause to be paid, when due, all royalties,
      overriding royalties, and other burdens upon or payable out of Hydrocarbon
      production from or allocable to the Subject Interests (in addition to the Net
      Profits Interest); (vi) to participate in each Drilling Operation, Reworking
      Operation, or Alternate Zone Operation proposed for each Hydrocarbon well
      located on the Subject Interests, unless WI Owners, exercising good faith and
      without regard to the burden of the Net Profits Interest, elect not to
      participate and notify Assignees of such election and the reasons therefor;
      (vii) to pay, or to
      cause
      to be paid, when due, all costs and expenses of operations on the Subject
      Interests which are properly invoiced under the applicable operating agreements,
      unit operating agreements, contracts for development, or similar agreements
      and
      which are allocable to the Subject Interests; (viii) to maintain, or to cause
      to
      be maintained, the insurance coverage for the Subject Interests required under
      the terms of the applicable operating agreements, unit operating agreements,
      contracts for development, or similar agreements; (ix) to pay, or cause to
      be
      paid, before delinquency all Taxes assessed against or attributable to the
      Subject Interests, the Subject Hydrocarbons, and if not otherwise paid by
      Assignees, the Net Profits Interest; (x) to keep the Subject Interests free
      and
      clear of any and all liens, mortgages, security interests, defects of title,
      and
      other encumbrances of any kind or character, except for Permitted Encumbrances;
      and (xi) to give prompt written notice to Assignees of any material adverse
      Claim or proceeding of which either WI Owner becomes aware relating to the
      Subject Interests, any Hydrocarbon well located thereon, or the Subject
      Hydrocarbons and to keep Assignees informed of the progress of WI Owners’
response thereto and defense thereof.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (b)           Nothing
      contained in this Conveyance shall obligate either WI Owner to continue to
      operate and produce, or prevent a WI Owner from plugging and abandoning, any
      Hydrocarbon well that such WI Owner, exercising good faith and without regard
      to
      the burden of the Net Profits Interest, determines no longer to be capable
      of
      production in paying quantities. Except for the drilling of the proposed
      Hydrocarbon wells listed on Exhibit B, all operations, if any, on the
      Subject Interests, and the extent and duration thereof, as well as the
      preservation of the Subject Interests by rental payments or otherwise, shall,
      subject to the other terms hereof (including, without limitation, Sections
      6.2(a) and 6.2(c)), be solely at the discretion of WI Owners,
      exercised in good faith and without regard to the burden of the Net Profits
      Interest.

     

    (c)           Without
      limiting the terms of Section 6.2(b), if a WI Owner, in the exercise of
      good faith and without regard to the burden of the Net Profits Interest, elects
      to release, surrender, or abandon all or any portion of the Subject Interests,
      and such Subject Interests, or portion thereof, are not purchased from such
      WI
      Owner by a co-owner of the affected Lease(s) under the terms of applicable
      operating agreements, unit operating agreements, contracts for development,
      or
      similar agreements, then prior to such release, surrender, or abandonment,
      the
      relevant WI Owner shall provide written notice of the proposed release,
      surrender, or abandonment to Assignees.  Assignees shall have thirty
      (30) Days (or such shorter period of time as may be required by applicable
      laws,
      rules, regulations, or orders) after their receipt of such notice within which
      to notify WI Owners concerning whether Assignees desire to purchase from such
      WI
      Owner the Subject Interests, or portion thereof, to be released, surrendered,
      or
      abandoned.  The failure of Assignees to respond to such notice within
      the relevant response period shall be deemed to constitute Assignees’ election
      not to acquire such Subject Interests from such WI Owner.  If
      Assignees elect, or are deemed to have elected, not to acquire such Subject
      Interests from the relevant WI Owner, such WI Owner may release, surrender,
      or
      abandon such Subject Interests without the joinder of Assignees and without
      further obligation to Assignees with respect thereto.  If Assignees
      elect, in a timely manner as provided in this Section 6.2(c), to acquire
      the Subject Interests to be released, surrendered, or abandoned, the relevant
      WI
      Owner shall assign to Assignees, free and clear of liens and encumbrances except
      for Permitted Encumbrances, but otherwise without warranty of title, either
      expressed or implied, all of such WI Owner’s interest in and to such Subject
      Interests.  In consideration for such assignment, Assignees shall pay
      to such WI Owner the reasonable salvage value of such WI Owner’s
      interest in all of the salvageable materials and equipment located on or
      attributable to such Subject Interests, determined in accordance with COPAS
      Accounting Procedures consistent with the terms of any applicable operating
      agreement or unit operating agreement, less the estimated cost of salvaging
      and
      the estimated cost of plugging and abandoning any Hydrocarbon wells located
      thereon and restoring the surface.  If such value is less than such
      estimated costs, the relevant WI Owner shall pay Assignees the amount of such
      deficit.  Thereafter, as between the Parties, WI Owners shall have no
      further responsibility, liability, or interest in the operation of or production
      from such Subject Interests, and such Subject Interests shall cease to be
      subject to the terms of this Conveyance, it being the intention of Assignees
      that any right, title, or interest of Assignees in and to such Subject Interests
      existing by reason of this Conveyance shall be merged with and into the interest
      therein assigned by WI Owners to Assignees pursuant to this Section
      6.2(c).

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    6.3           Non-Consent
      Operations.

     

    (a)           Subject
      to the terms of Section 6.2, and except for the drilling of the proposed
      Hydrocarbon wells listed on Exhibit B, nothing contained in this
      Agreement shall obligate WI Owners to participate in any Drilling Operation,
      Reworking Operation, Alternate Zone Operation, Enhanced Recovery Operation,
      or
      other operation on the Subject Interests proposed by a co-owner of a Lease
      under
      the terms of an applicable Non-Consent Provision.  If a WI Owner, in
      the exercise of good faith and without regard to the burden of the Net Profits
      Interest, elects to be a non-consenting or non-participating party with respect
      such an operation proposed pursuant to a Non-Consent Provision, then during
      the
      applicable period of recoupment under such Non-Consent Provision, the Subject
      Interests, or portion thereof, relinquished by such WI Owner, as a
      non-consenting party, to the consenting party(ies) as the result of such
      non-consent election shall cease to be subject to the Net Profits Interest,
      with
      the result that, during such period of recoupment, there shall be no credit
      to
      the Net Profits Account for the proceeds from the sale of the Non-Consent
      Hydrocarbons attributable to such relinquished Subject Interests, and no charge
      to the Net Profits Account for any costs and expenses incurred in connection
      with such non-consent operations that are attributable to such relinquished
      Subject Interests.  Upon the recoupment by the consenting parties of
      the amounts to which such parties are entitled under the applicable Non-Consent
      Provision, and the corresponding reversion to the relevant WI Owner of such
      relinquished Subject Interests, the Net Profits Interest shall once again
      encumber and apply to such Subject Interests without further action by WI Owners
      or Assignees.

     

    (b)           If
      a WI Owner consents to, or elects to participate in, a Drilling Operation,
      Reworking Operation, Alternate Zone Operation, Enhanced Recovery Operation,
      or
      other operation subject to a Non-Consent Provision as to which other co-owners
      of the relevant Lease or unit into which such Lease is pooled or unitized elect
      not to consent or participate, then during the applicable period of recoupment
      under such Non-Consent Provision, the interests in such Lease relinquished
      to
      the relevant WI Owner by such non-consenting party(ies) shall become subject
      to
      this Conveyance and the Net Profits Interest, with the result that, during
      such
      period of recoupment, there shall be credited to the Net Profits Account, in
      accordance with Section 3.3, the proceeds from the sale of the
      Hydrocarbons attributable to the relinquished interests of the non-consenting
      party(ies), and charged to the Net Profits Account, in accordance with
Section 3.4, the costs and expenses incurred in connection with such
      non-consent operations attributable to
      such
      relinquished interests of the non-consenting party(ies).  Upon the
      recoupment by the consenting parties of the amounts to which they are entitled
      under the applicable Non-Consent Provision, and the corresponding reversion
      to
      the non-consenting parties of such relinquished interests, the Net Profits
      Interest shall cease to encumber and apply to such relinquished interests
      without further action by WI Owners or Assignees.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    6.4           Farmouts.  If
      a WI Owner desires to enter into a Farmout with respect to one or more of the
      Subject Interests, the relevant WI Owner shall provide to Assignees prompt
      written notice thereof, which notice shall include the identity of the farmee
      and a description of the material terms of such Farmout.  Such a
      Farmout shall constitute a transfer of a portion of the Subject Interests
      subject to the terms of Section 7.2(c).  This Conveyance and
      the Net Profits Interest shall continue to encumber and apply to both the
      portion of the Subject Interests assigned to the farmee under the relevant
      Farmout and the portion of the Subject Interests retained by such WI Owner
      under
      the terms of such Farmout, including, without limitation, any other or
      additional interest in the affected Lease that subsequently reverts to or is
      otherwise acquired by such WI Owner under the terms of such
      Farmout.

     

    6.5           Pooling
      and Unitization.  The owner of the Subject Interests may not,
      without the prior written approval of Assignees, pool or unitize the Subject
      Interests and the lands affected thereby, or portions thereof, with other lands
      or leases to form one or more pooled units.

     

    6.6           Conveyance
      of Interest in Real Property.  THIS CONVEYANCE IS AN
      ABSOLUTE CONVEYANCE OF AN INTEREST IN REAL PROPERTY, AND THE COVENANTS CONTAINED
      IN THIS CONVEYANCE ARE COVENANTS RUNNING WITH AND BURDENING THE LAND. IN
      ADDITION TO THE RIGHTS AND COVENANTS CONTAINED IN THIS CONVEYANCE, ASSIGNEES
      ARE
      ENTITLED TO ALL OF THE BENEFITS, IMPLIED RIGHTS, AND COVENANTS TO WHICH NET
      PROFITS INTEREST OWNERS ARE ENTITLED AS A MATTER OF LAW.

     

    6.7           Reports.  If
      requested by Assignees, WI Owners shall furnish to Assignees (a) one copy of
      such reports as WI Owners customarily prepare with respect to (i) the
      productivity and productive life of all or any of the Hydrocarbon wells located
      on the Subject Interests, (ii) the quantity of Hydrocarbons recoverable from
      all
      or any of such wells, (iii) the projected proceeds and costs attributable to
      the
      Subject Interests in respect of each such well, (iv) any changes made or
      proposed to be made in the methods of treatment and operation of each such
      well,
      any proposed abandonment of a well, any plugging of a well and reopening thereof
      at a different subsurface interval, any method of repressuring which may affect
      such well, or any other action that may materially increase or reduce the value
      of the Net Profits Interest, and (b) to the extent not prohibited by agreements
      with third parties (WI Owners here agreeing to use reasonable commercial efforts
      to obtain the requisite consent from such third parties to disclose such
      information to Assignees), pertinent well data sufficient for making well and
      reserve evaluations, including, without limitation, electric logs, core data,
      bottom hole pressure data, and other well data.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

    TRANSFERS
      OF INTEREST

     

    7.1           Transfers
      of Interest by Assignee.  Nothing contained in this Conveyance
      shall, in any way, limit or restrict the right of Assignees, or either of them,
      or their respective successors or assigns, to sell, convey, assign, transfer,
      mortgage, pledge, or create a lien or security interest in the Net Profits
      Interest in whole or in undivided part; provided, however, that (a) any such
      transfer shall expressly be made subject to the terms of the NPI Agreement
      and
      this Conveyance and (b) the prospective transferee from Assignees shall
      expressly agree to assume and perform all of Assignees’ covenants and
      obligations under the terms of the NPI Agreement and this
      Conveyance.

     

    7.2           Transfers
      of Interest by WI Owner.

     

    (a)           Nothing
      contained in this Conveyance shall in any way limit or restrict the right of
      WI
      Owners, or either of them, or their respective successors or assigns, after
      the
      date hereof to mortgage, pledge, or create a lien or security interest in the
      Subject Interests (exclusive of the Net Profits Interest) in whole or in
      part.

     

    (b)           If
      WI Owners, or either of them, desires to Transfer the Subject Interests, or
      any
      portion thereof, WI Owners shall cause any such Transfer to include both the
      affected Subject Interests and the Net Profits Interest attributable
      thereto.  WI Owners shall provide to Assignees written notice of, and
      full particulars regarding, any proposed Transfer of or affecting the Subject
      Interests, including the identity of the prospective transferee and the proposed
      purchase price.  Immediately prior to the Transfer of the Subject
      Interests, or the affected portion thereof, by WI Owners, or either of them,
      to
      the prospective transferee, Assignees, in consideration of WI Owners’ payment to
      Assignees of the amount determined in accordance with Section 4.8(b) or Section
      4.8(c) of the NPI Agreement, as applicable, shall convey to WI Owners (or to
      the
      WI Owner Transferring its interest) the Net Profits Interest attributable to
      the
      affected Subject Interests, free and clear of liens and encumbrances except
      for
      Permitted Encumbrances, but otherwise without warranty of title, either
      expressed or implied, so that such Transfer of the Subject Interests may be
      consummated inclusive of the Net Profits Interest.

     

    (c)           In
      the event of a permitted Transfer by WI Owners, or either of them, of less
      than
      all of the Subject Interests under this Section 7.2, the Parties agree
      that the Net Profits Interest shall be deemed to have been partitioned into
      two
      (2) separate and distinct Net Profits Interests, one of which burdens only
      those
      Subject Interests retained by WI Owners, and the other of which burdens only
      those Subject Interests transferred to the relevant transferee.  Both
      such Net Profits Interests shall otherwise continue to be governed by, and
      calculated as provided in, this Conveyance.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    ARTICLE
      VIII

    MISCELLANEOUS

     

    8.1           Notices.  All
      notices, requests, demands, instructions and other communications required
      or
      permitted to be given hereunder shall be in writing and shall be (a) delivered
      personally,
      (b) mailed by certified U.S. mail, postage prepaid and return receipt requested,
      (c) sent by bonded courier, or (d) sent by facsimile, as follows:

     

    


     

    
      	
              If
                to WI Owner:

            	
              If
                to Assignees:

            
	 	 
	
              New
                Century Energy Corp.

            	
              Valens
                U.S. SPV I, LLC

            
	
              Century
                Resources, Inc.

            	
              Valens
                Offshore SPV II, Corp.

            
	
              5851
                San Felipe, Suite 775

            	
              c/o
                Valens Capital Management, LLC

            
	
              Houston,
                Texas 77057

            	
              335
                Madison Avenue, 10th
                Floor

            
	
              Attention:  Chief
                Financial Officer

            	
              New
                York, New York 10017

            
	
              Facsimile:  (713)
                266-4358

            	
              Attention:  Portfolio
                Services

            
	 	
              Facsimile:  (212)
                581-5037

            
	 	 
	
              with
                a copy to

            	
              with
                a copy to:

            
	 	 
	
              David
                M. Loev, Esquire

            	
              Loeb
                & Loeb, LLP

            
	
              The
                Loev Law Firm, PC

            	
              345
                Park Avenue

            
	
              6300
                West Loop South, Suite 280

            	
              New
                York, New York 10154

            
	
              Bellaire,
                Texas 77401

            	
              Attention:  Scott
                J. Giordano, Esq.

            
	
              Facsimile:  (713)
                524-4122

            	
              Facsimile:  (212)
                407-4990

            
	 	 
	 	
              and
                to:

            
	 	 
	 	
              Jackson
                Walker L.L.P.

            
	 	
              1401
                McKinney, Suite 1900

            
	 	
              Attention:  Michael
                P. Pearson, Esquire

            
	 	
              Houston,
                Texas 77010

            
	 	
              Facsimile
                No.:  (713) 752-4221

            
	 	 


    

    or
      to
      such other place within the United States of America as either Party may
      designate as to itself by written notice to the other.  All notices
      given by personal delivery, courier, or mail shall be effective on the date
      of
      actual receipt at the appropriate address.  Notice given by facsimile
      shall be effective upon actual receipt if received during recipient’s normal
      business hours or at the beginning of the next Business Day after receipt if
      received after the recipient’s normal business hours.

     

    8.2           Unenforceable
      or Inapplicable Provisions.  If any provision hereof is invalid or
      unenforceable in any jurisdiction, the other provisions hereof shall remain
      in
      full force and effect in such jurisdiction, and the remaining provisions hereof
      shall be liberally construed in favor of Assignees, and their successors and
      assigns, in order to effectuate the provisions hereof, and the invalidity of
      any
      provision hereof in any jurisdiction shall not affect the validity or
      enforceability of any such provision in any other jurisdiction.

     

    8.3           Further
      Assurances.  WI Owners and Assignees will execute and deliver all
      such other and additional assignments, reassignments, instruments, notices,
      releases, and other documents, and will do all such other acts and things,
      as
      may be necessary or appropriate more fully to assure to the other Party or
      its
      successors or assigns all of the respective rights and interests herein and
      hereby granted or intended so to be.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    8.4           Execution
      in Counterparts.  This Conveyance has been executed in several
      counterparts, each of which shall be deemed to be an original and all of which
      are identical.  All of such counterparts together shall constitute but
      one and the same Conveyance.  All of said documents are integral parts
      of one consolidated transaction and are to be construed as a single
      transaction.

     

    8.5           Limitation
      of Relationship.  Nothing contained in this Conveyance shall be
      deemed or construed to create a relationship among the Parties of partnership,
      joint venture, agency, mining partnership, or other relationship creating
      fiduciary, quasi-fiduciary, or similar duties or obligations
interse, or that would otherwise subject the Parties to joint
      and several or vicarious liability in favor of any third party.

     

    8.6           APPLICABLE
      LAW.  THE PROVISIONS OF THIS CONVEYANCE AND THE
      RELATIONSHIP OF THE PARTIES SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED
      IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF
      LAW
      RULE OR PRINCIPLE THAT WOULD REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS
      OF ANOTHER JURISDICTION.

     

    8.7           Entire
      Agreement.  This Conveyance and the NPI Agreement constitute the
      entire agreement between the Parties covering the subject matter hereof, and
      there are no agreements, modifications, conditions, or understandings, written
      or oral, expressed or implied, pertaining to the subject matter hereof which
      are
      not contained herein or therein.

     

    8.8           Headings
      for Convenience.  All captions, numbering sequences, paragraph
      headings, and punctuation used in this Conveyance are inserted for convenience
      only and shall in no way define, limit, or describe the scope or intent of
      this
      Conveyance or any part thereof, nor have any legal effect other than to aid
      a
      reasonable interpretation of this Conveyance.  References contained
      herein to articles, sections, exhibits, and schedules are to articles, sections,
      exhibits, and schedules of this Conveyance unless expressly indicated
      otherwise.

     

    8.9           Amendment;
      Waiver.  This Conveyance shall not be modified or changed except
      in writing signed by both Parties.  No provision of this Conveyance
      may be waived except in writing signed by the Party granting the
      waiver.  A waiver of any breach or a failure to enforce any of the
      terms or conditions of this Conveyance shall not in any way affect, limit,
      or
      waive a Party’s rights under this Conveyance at any time to enforce strict
      compliance thereafter with every term or condition of this
      Conveyance.

     

    8.10           Successors
      and Assigns.  Subject to the terms of Article VII, this
      Conveyance, and the Net Profits Interest created hereby, shall inure to and
      be
      binding upon the successors and assigns of WI Owners and Assignees.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    EXECUTED
      on the date first above written.

     

    


     

    


     

    
      	 	
              WI
                Owners

               

            
	 	
              NEW
                CENTURY ENERGY CORP.

               

               

            
	 	
              By:
                /s/ Edward R. DeStefano

            
	 	
              Edward
                R. DeStefano

            
	 	
              President
                and Chief Executive Officer

            
	 	 
	 	
              CENTURY
                RESOURCES, INC.

               

               

            
	 	
              By:
                /s/ Edward R. DeStefano

            
	 	
              Edward
                R. DeStefano

            
	 	
              President
                and Chief Executive Officer

            


    

    


     

    


     

    


     

    
      	
              THE
                STATE OF TEXAS

            	
              §

            
	 	
              §

            
	
              COUNTY
                OF HARRIS

            	
              §

            


    

     

    This
      instrument was acknowledged before me on the 30th day of November,
      2007, by Edward R. DeStefano, as President and Chief Executive Officer of New
      Century Energy Corp., a Colorado corporation, on behalf of such corporation,
      and
      as President and Chief Executive Officer of Century Resources, Inc., a Delaware
      corporation, on behalf of such corporation.

     

    


     

    


     

    


     

    
      	 	 	
              /s/
                Sharon Mork

              Notary
                Public – State of Texas

            


    

    


     

    


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Assignees

               

            
	 	
              VALENS
                U.S. SPV I, LLC

               

               

            
	 	
              By:
                Valens Capital Management, LLC,

            
	 	
              its
                Investment Manager

            
	 	
               

               

            
	 	
              By:
                /s/ Patrick Regan

            
	 	
              Name:
                Patrick Regan

            
	 	
              Authorized
                Signatory

            
	 	 
	 	
              VALENS
                OFFSHORE SPV II, CORP.

               

               

            
	 	
              By:
                Valens Capital Management, LLC,

            
	 	
              its
                Investment Manager

            
	 	
               

               

            
	 	
              By:
                /s/ Patrick Regan

            
	 	
              Name:
                Patrick Regan

            
	 	
              Authorized
                Signatory

            
	 	 


    

    


    
      	
              THE
                STATE OF NEW YORK

            	
              §

            
	 	
              §

            
	
              COUNTY
                OF NEW YORK

            	
              §

            


    

     

    This
      instrument was acknowledged before me on the 20th day of November, 2007,
      by Patrick Regan, as Authorized Signatory of Valens Capital Management,
      LLC, a Delaware limited liability company, in its capacity as Investment Manager
      for, respectively, Valens U.S. SPV I, LLC, a Delaware limited liability company,
      on behalf of such limited liability company, and VALENS OFFSHORE SPV II, CORP.,
      a Delaware corporation, on behalf of such corporation.

     

    


     

    


     

    


     

    
      	 	
               

              /s/
                Yang Cao

              Notary
                Public - State of New York

              No.
                01CA6154440

            


    

     

     

     

    EXHIBITS

     

    Exhibit
      A
– Subject Interests

     

    Exhibit
      B
– Senior Liens

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    Attached
      to and made a part of Conveyance of

    Net
      Profits Overriding Royalty Interest dated

    as
      of November 30, 2007, from

    New
      Century Energy Corp. and Century Resources, Inc., to

    Valens
      U.S. SPV I, LLC, and Valens Offshore SPV II, Corp.

     

    SUBJECT
      INTERESTS

     

     

    [CONFIDENTIAL
      INFORMATION
      REMOVED]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

     

    Attached
      to and made a part of Conveyance of

    Net
      Profits Overriding Royalty Interest dated

    as
      of November 30, 2007, from New Century Energy Corp.

    and
      Century Resources, Inc., to

    Valens
      U.S. SPV I, LLC, and Valens Offshore SPV II, Corp.

     

    SENIOR
      LIENS

     

    
      	
              1.

            	
              Mortgage,
                Deed of Trust, Security Agreement, Financing Statement and Assignment
                of
                Production, from New Century Energy Corp. and Century Resources,
                Inc., as
                Mortgagors, to Eugene Grin, as Trustee, for the benefit of Laurus
                Master
                Fund, Ltd., as Mortgagee, dated June 30, 2005, filed and recorded
                as
                follows:

            
	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on July 5, 2005, under Instrument No. 055103, Official
                Records

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on July 5, 2005, under Instrument No. 255765, Volume 614 Page 333,
                Official Records

            


    

    


    
      	
              2.

            	
              UCC-1
                Financing Statement reflecting New Century Energy Corp. and Century
                Resources, Inc., as Debtors, and Laurus Master Fund, Ltd., as Secured
                Party, relating to the Mortgage dated as of June 30, 2005, and covering
                fixtures and as-extracted collateral, filed and recorded as
                follows:

            
	 	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on July 5, 2005, under Instrument No. 055104, Official
                Records

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on July 5, 2005, under Instrument No. 255766, Volume 614 Page 358,
                Official Records

            


    

     

     

    
 

    
      
        
        

      

      
        B-i

        
          

        

      

      
        
        

      

    

    
      	
              3.

            	
              Mortgage,
                Deed of Trust, Security Agreement, Financing Statement and Assignment
                of
                Production from New Century Energy Corp. and Century Resources, Inc.,
                as
                Mortgagors, to Eugene Grin, as Trustee, for the benefit of Laurus
                Master
                Fund, Ltd., as Mortgagee, dated as of September 19, 2005, filed and
                recorded as follows:

            
	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on September 20, 2005, under Instrument No. 057328, Official
                Records

            
	 	 	 
	 	
              McMullen
                County

            	
              Filed
                on September 20, 2005, Volume 163 Page 276

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on September 21, 2005, under Instrument No. 257742, Volume 624
                Page 304, Official Records

            


    

    


    


    
      	
              4.

            	
              UCC-1
                Financing Statement reflecting New Century Energy Corp. and Century
                Resources, Inc., as Debtors, and Laurus Master Fund, Ltd., as Secured
                Party, relating to the Mortgage dated as of September 19, 2005, and
                covering fixtures and as-extracted collateral, filed and recorded
                as
                follows:

            
	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on September 20, 2005, under Instrument No. 057329, Official
                Records

            
	 	 	 
	 	
              McMullen
                County

            	
              Filed
                on September 20, 2005, Volume 163 Page 308

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on September 21, 2005, under Instrument No. 257743, Volume 624
                Page 330, Official Records

            


    

     

     

    
 

    
      
        
        

      

      
        B-ii

        
          

        

      

      
        
        

      

    

    
      	
              5.

            	
              Amended
                and Restated Mortgage, Deed of Trust, Security Agreement, Financing
                Statement and Assignment of Production from New Century Energy Corp.
                and
                Century Resources, Inc., as Mortgagors, to Eugene Grin, as Trustee,
                for
                the benefit of Laurus Master Fund, Ltd., as Mortgagee, dated April
                26,
                2006, filed and recorded as follows:

            
	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on April 27, 2006, under Instrument No. 063043, Official
                Records

            
	 	 	 
	 	
              McMullen
                County

            	
              Filed
                on April 27, 2006, Volume 168 Page 336

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on April 27, 2006, under Instrument No. 263022, Volume 650 Page 320,
                Official Records

            


    

    


    


    
      	
              6.

            	
              UCC-1
                Financing Statement reflecting New Century Energy Corp. and Century
                Resources, Inc., as Debtors, and Laurus Master Fund, Ltd., as Secured
                Party, relating to the Mortgage dated April 26, 2006, and covering
                fixtures and as-extracted collateral, filed and recorded as
                follows:

            
	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on April 28, 2006, under Instrument No. 063108

            
	 	 	 
	 	
              McMullen
                County

            	
              Filed
                on April 28, 2006, Volume 168 Page 413

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on April 28, 2006, under Instrument No. 263056, Volume 650 Page 481,
                Official Records

            


    

     

    
 

    
      
        
        

      

      
        B-iii

        
          

        

      

      
        
        

      

    

    
      	
              7.

            	
              UCC-1
                Financing Statement reflecting New Century Energy Corp. and Century
                Resources, Inc., as Debtors, and Laurus Master Fund, Ltd., as Secured
                Party, covering fixtures and as-extracted collateral, filed and recorded
                as follows:

            
	 	 
	 	
              JURISDICTION

            	
              FILING
                DATA

            
	 	 	 
	 	
              TEXAS

            	 
	 	 	 
	 	
              Matagorda
                County

            	
              Filed
                on January 5, 2007, under Instrument No. 070109, Official
                Records

            
	 	 	 
	 	
              McMullen
                County

            	
              Filed
                on January 9, 2007, Volume 173 Page 13

            
	 	 	 
	 	
              Wharton
                County

            	
              Filed
                on January 5, 2007, under Instrument No. 269469, Volume 683 Page
                99,
                Official Records

            


    

    


    


    


    
      
        
        

      

      
        B-iv