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                                                                 EXHIBIT 10.24



                             JOINT VENTURE AGREEMENT



                                 BY AND BETWEEN

                         UNION OIL COMPANY OF CALIFORNIA

                                       AND

                            IVANHOE ENERGY (USA) INC.



                            EFFECTIVE OCTOBER 1,200l


                                  BOSSIER TREND

                ANDERSON, FREESTONE & HENDERSON COUNTIES, TEXAS




<PAGE>


 STATE OF TEXAS

 COUNTIES OF ANDERSON, FREESTONE & HENDERSON



                             JOINT VENTURE AGREEMENT


          THIS JOINT VENTURE AGREEMENT ("JVA") is made and entered as of the
 Effective Date, by and between UNION OIL COMPANY OF CALIFORNIA, a California
 corporation ("Unocal"), and IVANHOE ENERGY (USA) INC., a Nevada corporation
 ("Ivanhoe"), Unocal and Ivanhoe are sometimes referred to individually as a
 "Party" or collectively as the "Parties."

          WITNESSETH, THAT:

          WHEREAS, Ivanhoe is the owner of certain oil and gas leases identified
 on Exhibit "A" attached hereto, and included herein for all purposes,
 comprising approximately 37,741.OO gross acres, more or less (the "Ivanhoe
 Leases"); and,

          WHEREAS, Ivanhoe and Unocal have identified certain drillable
 prospects, pursuant to that certain Confidentiality Agreement dated September
 18,200l executed by and between the Parties (the "Confidentiality Agreement");
 and

          WHEREAS, Ivanhoe has agreed to assign to Unocal an undivided fifty
 percent (50%) of its interest in the Ivanhoe Leases and Unocal has agreed to
 bear certain Ivanhoe obligations in consideration thereof; and,

          WHEREAS, Unocal and Ivanhoe further desire to establish Areas of
 Mutual Interests (the "AMI") and to jointly explore and develop the Ivanhoe
 Leases and other leasehold jointly acquired within the Contract Area for the
 production of oil and/or gas and other hydrocarbon substances.

          NOW, THEREFORE, in consideration of the premises and the mutual
 covenants and agreements herein contained, it is understood and agreed by and
 between the Parties as follows:

                                   ARTICLE 1.
                                  DEFINITIONS

          For purposes of this JVA the terms listed below shall have the
following meanings:

1.1   ACTUAL DRILLING OPERATIONS -- shall be deemed to have commenced when a
derrick, rig and machinery capable of drilling to a depth sufficient to test
the well proposed in an AFE, and when such well has been spudded in and the
rotary bit is rotating under power.

1.2   AFFILIATE -- shall mean any company or other entity which (i) controls,
(ii) is controlled by or (iii) is under common control with one of the Parties.
For the purpose of this definition, control shall mean the ownership, directly
or indirectly, of fifty percent (50%) or more of the stock or other units of
ownership having the right to vote for the election of directors of such company
or other entity.

1.3   AREAS OF MUTUAL INTEREST or AM1 -- shall have the meaning given in
Paragraph 7: 1 hereinbelow.



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1.4   AMI COST ALLOCATION -- shall have the meaning given in Paragraph 7.2
hereinbelow.       .

1.5   AFE -- SHALL MEAN AUTHORITY FOR EXPENDITURE.

1.6   EFFECTIVE DATE -- shall mean the effective date of this JVA, being
7:00 a.m., Central Standard Time, October 1,200l.

1.7   EXPLORATORY AREA -- shall mean each area identified on "Exhibit B-l"
through "Exhibit B-7."

1.8   INITIAL TEST WELL -- shall mean the initial well proposed and drilled on
a Prospect Area .

1.9   IVANHOE LEASES -- shall mean that leasehold set forth on Exhibit "A"
attached hereto and made a part hereof.

1.10  OPERATING AGREEMENT -- shall mean the joint operating agreement referred
to in Section 5.4, a form of which is attached hereto and made a part hereof as
Exhibit "D."

1.11  MINERAL INTEREST -- shall mean a fee interest, leasehold interest, mineral
interest, royalty interest, or the contractual right or option to earn or
acquire a leasehold, fee interest, mineral interest, or royalty interest, or
any renewal thereof (unless a Party previously elected not to participate in a
rental or acquisition with respect thereto).

1.12  NON-PROPOSING PARTY -- shall mean the Party or Parties receiving the
Prospect Proposal referenced in Section 5.2 hereinbelow.

1.13  PARTICIPATION ELECTION DATE -- shall mean thirty (30) days after receipt
of the Prospect Proposal by the Non-Proposing Party, as referred to in Section
5.3 hereinbelow.

1.14  PARTICIPATION INTEREST -- shall mean the share or interest of each Party
under this JVA, and as of the Effective Date the Participation Interests of
Unocal and Ivanhoe are established at 50% each.

1.15  PARTY and PARTIES -- shall refer to Unocal and Ivanhoe and their
successors and assigns under this JVA.

1.16  PROPOSING PARTY -- shall mean the Party proposing the drilling of a
Prospect Well by written notice to the other Party, as referenced in Section
5.2 hereinbelow.

1.17  PROSPECT AREA -- shall mean the area within an Exploratory Area designated
in the Prospect Well Proposal around a Prospect Well, which area so designated
shall (i) cover the geographic outline of the area believed, based upon
technical interpretation of seismic and/or well data to be productive of oil
and/or gas, and (ii) cover all depths below the surface of the ground, unless
limited by depth in any lease within the Prospect Area. Notwithstanding the
foregoing, unless otherwise mutually agreed upon by the Parties, no Prospect
Area shall be considered greater than 704 acres. In the case of a Prospect Area
which overlaps a previously designated Prospect Area, the depths within the
overlapping portion which were included in the previously designated Prospect
Area, shall be excluded from the subsequent Prospect Area.

1.18  PROSPECT WELL PROPOSAL -- shall mean a written proposal to drill a
Prospect Well, which shall include the following information with regard to the
Prospect Well and Prospect Area: (i) the proposed surface and bottom hole
location of the Prospect Well; (ii) the name(s) and projected depth(s) of the
objective zone(s) for the Prospect Well; (iii) the projected total depth of the
Prospect Well, (iv) all applicable details regarding directional drilling; (v)
the proposed date for commencing the Prospect Well; (vi) a reasonably detailed
estimate of dry hole costs and completed well costs; and (vii) a plat showing
the geographical configuration of the proposed Prospect Area.



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1.19  PROSPECT WELL -- shall mean the well proposed in the Prospect
Well Proposal.


                                   ARTICLE 2.
                                    EXHIBITS

2.1   EXHIBITS The following exhibits, attached hereto, are incorporated herein
and made a part hereof for all purposes, to-wit:

                       EXHIBIT "A"  Ivanhoe Leases
                       EXHIBIT "B"  Exploratory Areas
                       EXHIBIT "C"  Form Partial Assignment
                       EXHIBIT "D"  Form Operating Agreement
                       EXHIBIT "E"  Areas of Mutual Interest


                                   ARTICLE 3.
                             ASSIGNMENT OF LEASEHOLD

3.1  ASSIGNMENT Subject to the terms and conditions set forth herein Ivanhoe
shall assign to Unocal, without warranty of title, express or implied, except
by, through or under Ivanhoe, fifty percent (50%) of Ivanhoe's interest in the
Ivanhoe Leases ("Unocal's Leasehold Share") both using the form of Partial
Assignment attached hereto and made a part hereof as Exhibit "C." Ivanhoe
hereby represents that to the extent set forth on Exhibit "A," but not
otherwise the Ivanhoe Leases are burdened by i) that certain Assignment of Net
Profits Interest dated effective December 14, 2000 by and between Ivanhoe, as
Assignor, and Geneve Energy Partners, L.L.C., a Texas Limited Liability
Company, as Assignee, and ii) the obligation of Ivanhoe to deliver to R.A.M.
Energy, Inc. and TriOks Exploration Co., LLC, collectively, an overriding
royalty equal to the difference between existing burdens and 22%. Other than
the foregoing, Ivanhoe hereby represents that it has not burdened the Ivanhoe
Leases with burdens beyond the lessor's royalty.

                                   ARTICLE 4.
                              UNOCAL CONSIDERATION

4.1   IVANHOE SUNK COST The Parties recognize and agree that Ivanhoe has
incurred certain historical sunk cost to date in the acquisition of certain
geological/geophysical data in the AM1 and the Ivanhoe Leases. The Parties agree
that this figure is, for initial purposes of this Agreement, an amount equal to
$10,124,800.00, or such reduced amount as set forth in Section 4.3 hereinbelow
(the "Ivanhoe Sunk Cost"). The Ivanhoe Sunk Cost are also subject to being
reduced or increased based on the audit rights of Unocal in Section 4.5
hereinbelow.

4.2   UNOCAL OBLIGATION Unocal, recognizing the Ivanhoe Sunk Cost, hereby agrees
to bear one hundred percent (100%) of the cost, risk and expense of the
drilling, testing, fracing, completing and equipping of a well(s) to which both
Unocal and Ivanhoe have agreed to participate therein through the installation
of surface facilities, or through hookup into a pipeline delivering production
to an offsite third-party facility (the "Well Costs") until such point in time
as those costs and expenses equal the Ivanhoe Sunk Cost, such point in time
being referred to as the "Settlement Date."

4.3   ADDITIONAL RIGHTS OF IVANHOE Prior to the Settlement Date, Ivanhoe, at its
option, shall also have the right to require that Unocal bear one hundred
percent (100%) of the Well Costs associated with a well(s) drilled pursuant to
an AFE approved by both Unocal and Ivanhoe under that certain Joint Venture
Agreement dated effective July 1, 2001 between the Parties (commonly referred to
as the "Creslenn Ranch Joint Venture"). In such event, the Ivanhoe Sunk Cost
shall be reduced by the Well Cost thereof in the same manner as set forth in
Section 4.2 hereinabove. Additionally, should Ivanhoe desire to participate in
any Mineral Interest Acquisition under which Unocal is the Acquiring



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Party (as set forth in Section 7.2 hereinbelow), then Unocal agrees to waive, at
Ivanhoe's option, the obligation of Ivanhoe to reimburse Unocal Ivanhoe's share
of the Acquisition Costs by reducing the Ivanhoe Sunk Cost by the amount of the
Acquisition Costs. Ivanhoe shall have the foregoing option only to the extent
that the Ivanhoe Sunk Cost have not been accounted for pursuant to prior Ivanhoe
approved AFE's.

4.4   RESTRICTIONS ON APPLICATION Nothing herein shall be construed as requiring
Unocal to bear any portion of Ivanhoe's share of its Participation Interest
beyond the Settlement Date. In the likely event that the Settlement Date is
reached during an operation, as of that time and thereafter, Ivanhoe shall be
fully responsible for its share of all cost and expense associated with its
Participation Interest. Additionally, Unocal shall specifically not be required
to bear any of Ivanhoe's share of any Well Costs, or Lease Acquisition to which
Unocal is not a participant therein.

4.5   AUDIT RIGHTS Ivanhoe shall immediately supply Unocal with the information
necessary to document the Ivanhoe Sunk Costs. Unocal's right to contest and/or
audit any debits or credits associated with the Ivanhoe Sunk Costs and the
Settlement Date shall be limited to the same audit rights set forth in the COPAS
attached as Exhibit "C" to the Operating Agreement.

                                   ARTICLE 5.
                            DRILLING AND DEVELOPMENT

5.1   PROSPECT MEETINGS At any time after the execution of this JVA and during
the term of this JVA, any Party may initiate the process of proposing a Prospect
Well by calling for a meeting ("Prospect Meeting"). Unless otherwise agreed, the
Prospect Meeting shall be called by notice to the Non-Proposing Party (which
notice shall be in writing, shall designate the time and place of the Prospect
Meeting and shall be delivered to the Non-Proposing Party at least ten (10) days
prior to the Prospect Meeting). The Party who called the Prospect Meeting shall
present its planned Prospect Well Proposal at the Prospect Meeting.

5.2   PROSPECT WELL PROPOSALS At any time at, during, or after a Prospect
Meeting, either Party ("Proposing Party") may make a Prospect Well Proposal by
written notice to the other Party ("Non-Proposing Party"). The Prospect Well
Proposal should be similar to that presented at the Prospect Meeting, but may be
revised or modified.

      5.2.1 Such proposal shall include:

            i)    a description of the geological lead(s) or objective(s) to be
                  evaluated ("prospective formation"); and

            ii)   a plat detailing the Prospect Area; and

            iii)  the proposed surface and bottomhole location of Prospect Well
                  Proposal; and

            iv)   the total depth of the deepest prospective formation
                  ("total depth") within the structure or anomaly to be tested
                  by the Prospect Well Proposal; and

            v)    a detailed AFE setting out the itemized costs and expenses of
                  drilling and logging the test well to total depth; and,

            vi)   a unit plat or acreage allocation plat depicting the
                  separate tracts covered thereby for cost sharing purposes,
                  in the event the Prospect Area is not owned uniformly by the
                  Parties so as to cause the Parties to have different
                  interests in the test well.

             Notwithstanding the above, unless otherwise agreed by the Parties,
             at least eighty percent (80%) of a Prospect Area must be under
             lease, either by the


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             Parties, or third-party lessees in order for either Party
             to propose and designate a Prospect to the other Party.


5.3   PROSPECT ELECTION The Non-Proposing Party shall have thirty (30) days
after receipt of the Prospect Well Proposal to give written notice to the
Proposing Party of its election to participate or not participate in the
drilling of the Prospect Well ("Participation Election Date").

5.4   PROSPECT OPERATIONS Except as otherwise provided herein, or in the
Operating Agreement, the costs, risk and expense of the Parties in operations
hereunder shall be based on the Participation Interest. All operations hereunder
shall be governed in accordance the terms and conditions of that Operating
Agreement attached hereto as Exhibit "D" and made a part hereof. The Parties
shall execute the Operating Agreement simultaneously with the execution hereof.
Unocal shall be designated Operator under the Operating Agreement. In the event
of a conflict between the terms and conditions of this JVA and the Operating
Agreement, the terms and conditions of this JVA shall prevail.

5.5   INITIAL TEST WELL FOR A PROSPECT Notwithstanding anything to the contrary
in the Operating Agreement, in the event that a Party does not participate in
the Initial Test Well of a Prospect Area, then upon commencement of Actual
Drilling Operations thereon, the non-participating Party shall assign, or
forfeit rights to (in the event that Unocal has not earned an assignment of the
associated leasehold) all of its leasehold interest in and to the Prospect Area
to the participating Party; however, in no event shall a Party be required to
assign leasehold to the extent that same is currently producing from another
Prospect Area. Additionally, Ivanhoe, as a non-participating Party, shall not
be required to assign all of its leasehold interest in and to the Prospect Area
until Unocal has otherwise earned leasehold rights to the Exploratory Area in
accordance with Article 6 hereinbelow.

5.6   FAILURE TO PROCEED If Actual Drilling Operations are not commenced for the
Prospect Well within one hundred and twenty (120) days from the Participation
Election Date, the Prospect Proposal shall be deemed to not have been made and
the leasehold within the former Prospect Area shall again be subject to the
terms and provisions of this JVA.

                                   ARTICLE 6.
                                 EARNING EVENTS

6.1   UNOCAL RIGHTS TO ASSIGNMENT OF IVANHOE LEASEHOLD Unocal shall earn Ivanhoe
Leasehold on an Exploratory Area by Exploratory Area basis until such time as
the Settlement Date is reached: On the Settlement Date, Ivanhoe shall
immediately assign to Unocal its proportionate share of the Ivanhoe Leases not
already assigned to Unocal in the same manner as set forth in Section 3.1
hereinabove.

6.2   WELL DRILLED WITHIN EXPLORATORY AREA Prior to the Settlement Date, except
as provided in Section 6.4 hereinbelow, Unocal shall earn an assignment of its
proportionate share of the Ivanhoe Leases to the extent that said leases lie
within an Exploratory Area by participating in a Prospect Well drilled therein
through the successful completion of same through the wellhead, or through the
plugging and abandonment of same in the event the well is completed as a dry
hole (the "Earning Event").

6.3   WELL DRILLED UNDER CRESLENN RANCH JOINT VENTURE Prior to the Settlement
Date, Unocal shall earn an assignment of its proportionate share of the Ivanhoe
Leases situated within an otherwise unearned Exploratory Area by participating
in any well drilled under the Creslenn Ranch Joint Venture agreement in which
Ivanhoe has opted to have Unocal carry its interest therein pursuant to Section
4.3 hereinabove. The Exploratory Area to be earned by Unocal shall be the
Exploratory Area not already earned by Unocal based on the following priority:

               i)   Lone Star Exploratory Area

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               ii)  Catfish Creek Exploratory Area
               iii) Malakoff Exploratory Area
               iv)  Phoenix Exploratory Area
               v)   Loudy Exploratory Area
               vi)  SW Athens Exploratory Area
               vii) NE Cayuga Exploratory Area

6.4   EARNING CLARIFICATION  The intent of the Parties is that prior to the
Settlement Date Unocal shall earn one Exploratory Area for every Prospect Well
in which it participates through the Earning Event. The Parties recognize that
an Exploratory Area associated with a Prospect Well Proposal could have
previously been earned by Unocal by virtue of Section 6.3 hereinabove, or by
virtue of a previous Prospect Well drilled in said Exploratory Area to which
Unocal participated. Therefore, Ivanhoe agrees that as to any Prospect Well in
which Unocal participates through the Earning Event, Unocal shall earn an
assignment of its proportionate share of the Ivanhoe Leases to the extent that
said leases lie within the associated Exploratory Area, or if already earned,
then the next unearned Exploratory Area based on the priorities set forth in
Section 6.3 hereinabove.

                                   ARTICLE 7.
                             AREA OF MUTUAL INTEREST

7.1   ESTABLISHMENT/DURATION  Effective as of the Effective Date, Unocal and
Ivanhoe do hereby establish Areas of Mutual Interest ("AMI") covering those
certain areas as outlined in red on Exhibit "E." Notwithstanding termination of
this JVA, the AMI shall terminate on December 31, 2005 and be of no further
force and effect unless the AMI is terminated sooner by mutual agreement of the
Parties.

7.2   ACQUISITION/OPTION  Should any Party acquire, directly or indirectly, a
Mineral Interest affecting any lands located, fully or partially, within the
AMI, such Party (the "Acquiring Party") shall immediately give written notice
thereof to the other Party (the "Non-Acquiring Party"), together with all
pertinent details and information, including copies of all instruments of
conveyance (including but not limited to, copies of leases, assignments,
subleases, farmouts and other contracts affecting the Mineral Interest), copies
of paid drafts or checks and itemized invoices of the actual costs incurred by
the Acquiring Party, including any bonus, administrative fees, brokerage, legal,
and recordation costs and any other direct costs (said actual costs are referred
to as "Acquisition Costs"), an AMI Cost Allocation (if so required) and all
other available data pertaining to the acquisition of the Mineral Interest. If
the Mineral Interest is located partially outside of the AMI and/or within a
Prospect Area, the Acquiring Party shall also prepare and submit an allocation
of the portion of Acquisition Costs attributable to the portion of the Mineral
Interest located within the AMI ("AMI Cost Allocation"), to be calculated on a
surface acre basis. The Non-Acquiring Party shall have thirty (30) days, or
forty-eight (48) hours if a rig capable of performing the operation is on
location, from receipt of such notice to elect in writing to acquire its
proportionate interest in the Mineral Interest by paying its proportionate share
of the cost and assuming its proportionate share of the obligations. If two or
more offerings are made in the same notice by the Acquiring Party, the
Non-Acquiring Party shall have a separate right of election as to each such
interest. Failure to respond by the deadline stated herein shall be deemed an
election not to participate in the acquisition as described in said notice.
Failure to pay said proportionate share of costs within sixty (60) days
following an election to participate shall result in a forfeiture of the
Non-Acquiring Party's interest with the same effect as if said Party had
initially elected not to participate. If less than all Parties elect to
participate in said acquisition, the lands and/or depths covered by any such
Mineral Interest shall be excluded from the AMI and the Mineral Interest
acquired shall not be subject to this JVA; however, said interest shall be
subject to an operating agreement substantially in the form as the Operating
Agreement.

7.3.  PAYMENT/ASSIGNMENT  If the Non-Acquiring Party elects to participate in
such acquisition it shall pay to the Acquiring Party its proportionate share of
the Acquisition

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Costs or, if applicable, its proportionate share of the AMI Cost Allocation for
such interest, within sixty (60) days after receipt of an invoice for said
costs. Upon receipt of said payment, the Acquiring Party shall execute and
deliver to the Non-Acquiring Party an assignment of the interest due the
Non-Acquiring Party, utilizing a form similar to the form attached hereto as
Exhibit "C," pursuant to which the Non-Acquiring Party shall bear and assume its
proportionate share of all obligations, covenants, conditions, requirements and
terms associated with the acquisition.

7.4   ENCUMBRANCES  Any assignment made pursuant to this Article 7 shall be free
and clear of any encumbrances placed on the assigned Mineral Interests in favor
of or by the Acquiring Party, but otherwise shall be made without warranty of
title, either express or implied, except by, through and under the Acquiring
Party. The assignment shall be made and accepted subject to, and assignee shall
expressly assume its proportionate share of all of the obligations of the
assignor pertaining to the Mineral Interest assigned, excluding overriding
royalty interests, mortgages, liens, production payments or other burdens placed
on the Mineral Interest by the assignor.

7.5   MERGER  The provisions of this Article 7 shall not be applicable to
acquisitions resulting from mergers, consolidations, or reorganizations.

                                   ARTICLE 8.
                                  DELAY RENTALS

8.1   PAYMENT OF DELAY RENTALS  Subject to the terms and provisions of this JVA,
the original Party who owns, or acquires an interest in leasehold shall be
responsible for and shall make a diligent effort to pay each delay rental or
other lease maintenance payment for the benefit of the Parties. At such time as
Unocal receives an interest in the individual Ivanhoe Leases, or other leasehold
acquired hereunder, Unocal shall be responsible for such payments. Neither Party
shall be liable to the other Party for any loss resulting from a good-faith
effort to properly pay said payments. In the event a lease for which a delay
rental or other lease maintenance payment is due is located partially outside of
the AMI or a portion of a lease is owned by less than all Parties, the delay
rental or other lease maintenance payment shall be allocated on a surface acre
basis. In the event a lease for which a delay rental or other lease maintenance
payment is located all or partially within a Prospect Area, the Parties
participating in the Prospect Area shall be responsible for the delay rental or
other lease maintenance payment on a surface acre basis for the acreage located
within the Prospect Area.

8.2   OTHER PARTY ELECTIONS  The other Party shall have fourteen (14) days after
receipt of an invoice of a delay rental or other lease maintenance payment or a
notice of a delay rental or other lease maintenance payment coming due from the
Administering Party within which to notify the Administering Party in writing of
its election to pay its share of such payment. If it elects to pay its share,
the other Party shall pay the Administering Party its share of such payment
within thirty (30) days after the Administering Party's receipt of such
election. Failure to notify shall be deemed to be an election to pay its share.
In the event the other Party elects not to pay its share and the Administering
Party makes the payment, the other Party shall, upon the written request of the
Administering Party, assign to the Administering Party such portions of the
other Party's interest in the Lease as would be maintained by such payment.

8.3   ADMINISTERING PARTY'S ELECTION NOT TO PAY  Should the Administering Party
elect not to pay its share of any delay rental or other lease maintenance
payment, such Party shall notify the other Party at least thirty (30) days prior
to the date on which such payment is due. The other Party shall have fourteen
(14) days after receipt of said notice within which to notify the Administering
Party of its election to pay the full amount of such payment. In the event the
other Party elects to make the full payment, unless otherwise agreed, the
Administering Party shall make the payment on behalf of the other Party, and the
other Party shall reimburse the Administering Party and the Administering Party
shall assign to the other Party such portions of the Administering Party's
interest in the lease as would be maintained by such payment. FAILURE TO MAKE AN



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ELECTION SHALL BE AN ELECTION TO AGREE TO NOT PAY.


                                   ARTICLE 9.
                   ADDITIONAL TERMS, PROVISIONS AND COVENANTS

9.1   NOTICES All notices between the Parties authorized or required by any of
the provisions of this JVA, unless otherwise specifically provided, shall be
given in writing and delivered in person, by mail, courier service or telegram,
postage or charges prepaid, or by telex or telecopier and addressed to the Party
to whom the notice is given as follows:

          UNOCAL:                    UNION OIL COMPANY OF CALIFORNIA
          Street Address:            14141 Southwest Freeway
                                     Sugar Land Texas 77478

          Mailing Address:           P.0. Box 4551
                                     Houston, TX 7721O-4551

          Attention                  Burt James
          Telephone:                 281-287-7273
          Facsimile:                 281-287-5113


          IVANHOE:                  IVANHOE ENERGY (USA) INC.
          Street Address:           1200 Discovery Drive, Suit 301
                                    Bakersfield, CA 93309

          Mailing Address           P.0. Box 9279
                                    Bakersfield; CA 93389-9279

          Attention:                Roger Narinian
                                    Land Department

          Telephone:                661-869-8344
          Facsimile:                661-325-2961

The originating notice given under any provision hereof shall be deemed given
only when received by the Party to whom such notice is directed, and the time
for such Party to give any notice in response thereto shall run from the date
the originating notice is received. The second or any responsive notice shall be
deemed given when deposited in the mail or with the courier service, with
postage or charges prepaid, or upon transmission by facsimile or telecopier.
Each Party shall have the right to change its address at any time, and from time
to time, by giving written notice thereof to the other Party.

9.2   TERM OF JVA Unless terminated sooner by operation of any of the provisions
heretofore contained, this JVA shall terminate on December 31, 2005. The
Parties agree that the termination of this JVA for any reason whatsoever, in
whole or in part, shall neither relieve any Party hereto from any liability
which has accrued or attached prior to the date of such termination, including
any payment obligation or other liability which may have already accrued.

9.3   SUCCESSORS AND ASSIGNS The rights and obligations created by this JVA may
not be assigned by either Party (the "assigning Party"), in whole or in part, to
any third party other than an Affiliate of a Party, without first obtaining
written consent from the other Party(s) (the "non-assigning Party"), which
consent shall not be unreasonably delayed or withheld. If the non-assigning
Party consents to an assignment by the assigning Party of all or part of its
rights and obligations under this JVA, it is nevertheless understood and agreed
that any such consent shall not relieve the assigning Party of its primary
liability for the performance of and compliance with the terms and provisions
hereof accruing prior to the date of such assignment. Any assignment of the
rights and obligations under



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this JVA by an assigning Party without the non-assigning Party's consent shall
be void and without effect.

9.4   RELATIONSHIP OF PARTIES This JVA is not intended to create, and shall not
be construed to create, a relationship of partnership or an association for
profit between or among the Parties. However, notwithstanding anything to the
contrary contained in this JVA, the relationship among the Parties shall be
regarded as a partnership solely for U.S. federal and state income tax purposes.
The Parties agree that their partnership relationship for income tax purposes
shall be governed by the terms contained in Exhibit "G" attached to the
Operating Agreement.

9.5   PRESS RELEASES No Party shall distribute any information or photographs
concerning operations hereunder to the press or other media without the approval
of the other Party. In the event of a requirement by a regulatory agency
[including the Securities Exchange Commission of the U.S. regulatory authorities
of Canada, or any stock exchange on which the securities of a Party or its
affiliate (to the extent the affiliate either owns a majority interest in a
Party, or a Party owns a majority interest in the affiliate) are listed], or of
an emergency involving extensive property damage, operations failure, loss of
human life or other clear emergency, the Parties are deemed authorized to
furnish such minimum, strictly factual information as is necessary to satisfy
requirements of appropriate regulatory authorities, or the legitimate public
interest on the part of the press, other media, and duly constituted authorities
if time does not permit the obtaining of prior approval by the other Party, but
the Party furnishing such information shall promptly advise the other Party of
the information so furnished.

9.6   FORCE MAJUERE NO Party shall be liable to any other Party, its
subsidiaries, Affiliates, or any person, firm, or corporation in privity with
such other Party, its subsidiaries or Affiliates, for any delays or damage or
any failure to act hereunder (other than the failure to pay money) that may be
due, occasioned, or caused by reason of any laws, rules, regulations, or orders
promulgated by any federal, state, or local governmental agency or agency or any
court of law or by the rules, regulations, or orders of any public body or
official purporting to exercise authority or control respecting the activities
and operations contemplated hereunder, or due, occasioned, or caused, directly
or indirectly, by strikes, action of the elements, weather or water conditions,
inability to obtain fuel or other critical materials or supplies, or any other
cause beyond the control of the non-performing Party. In the event of the
occurrence of any of the foregoing, the obligations of the non-performing Party
shall be suspended during the continuance of any such event or condition, and
the time permitted for performance under this JVA shall be extended for a period
of time equal to the period of such suspension. A non-performing Party under
this Section 8.6 shall as soon as is reasonably practical notify the other Party
i) of its inability to perform, ii) of the anticipated duration, and iii) of the
actual recommencement of such activities.

9.7   ENTIRE AGREEMENT When executed by the duly authorized representatives of
Ivanhoe and Unocal, this JVA shall constitute the entire agreement between the
Parties regarding the Ivanhoe Leases and the Areas of Mutual Interest and shall
supersede and replace any and all other writings, understandings, or memoranda
of understanding entered into or discussed prior to the execution date hereof,
including, but not limited to the Confidentiality Agreement.

9.8   SAVINGS CLAUSE If any part or portion of this JVA is held to be invalid,
such invalidity of any such part or portion shall not affect any remaining part
or portion hereof.

9.9   CORPORATE AUTHORITY The Parties represent that, as of the date of the
execution hereof, they are corporations duly authorized, validly existing and in
good standing under the laws of the states of their incorporation and are
qualified and authorized to do business in the State of Texas and that all
requisite corporate power and authority to execute, deliver and effectuate this
JVA have been duly obtained.

                                        9




<PAGE>

9.10  HEADINGS FOR CONVENIENCE The article and paragraph headings used in this
JVA are inserted for convenience only and shall not be regarded in construing
this JVA.

9.11  AMENDMENTS This JVA may be amended, modified, changed, altered or
supplemented only by written instrument `duly executed by the Parties
specifically for such purpose and which specifically refers to this JVA.

9.12  CONFLICTS In the event of conflict between provisions of this JVA and
those contained in any of the agreements attached hereto, the provisions of this
JVA shall control.

9.13  GOVERNING LAW This JVA and the exhibits attached hereto shall be governed
by and interpreted in accordance with the laws of the State of Texas.

9.14  ARBITRATION Any disputes, claims or controversies connected with, arising
out of, or related to, this JVA and the rights and obligations created herein,
or the breach, validity, existence or termination hereof, which cannot be
resolved amicably, shall be settled by binding Arbitration to be conducted in
accordance with the Commercial Rules of Arbitration of the American Arbitration
Association, except as such Commercial Rules may be changed by this Section
9.14. The disputes, claims or controversies shall be decided by three (3)
independent arbitrators (that is, arbitrators having no substantial economic or
other material relationship with the Parties), one (1) to be appointed by each
of the Parties hereto within fourteen (14) days following the date that one
Party notifies the other Party in writing that it is electing to commence
arbitration proceedings, and the third to be appointed by the two (2) so
appointed within five (5) days following the appointment of such two (2)
arbitrators. Should either Party refuse or neglect to join in the timely
appointment of the arbitrators, the other Party shall be entitled to select both
arbitrators. Should the two (2) arbitrators fail timely to appoint a third
arbitrator, either Party may apply to the Chief Judge of the United States
District Court for the Southern District of Texas to make such-appointment. The
arbitrators shall have ninety (90) days after the selection of the third
arbitrator within which to allow discovery, hear evidence and issue their
decision or award and shall in good faith attempt to comply with such time
limits; provided, however, if two (2) of the three (3) arbitrators believe
additional time is necessary to reach a decision, they may notify the Parties
and extend the time to reach a decision in thirty (30) day increments, but in no
event to exceed an additional ninety (90) days. The decision or award of the
arbitrators shall be in writing and shall state their detailed reasoning for the
award. Discovery of evidence shall be conducted expeditiously by the Parties,
bearing in mind the Parties desire to limit discovery and to' expedite the
decision or award of the arbitrators at the most reasonable cost and expense of
the Parties. Judgment upon an award rendered pursuant to such Arbitration may be
entered in any court having jurisdiction, or application may be made to such
court for a judicial acceptance of the award, and an order of enforcement, as
the case may be. The place of Arbitration shall be Houston, Texas. All questions
arising out of this JVA and the rights and obligations created herein, or its
validity, existence, interpretation, performance or breach shall be governed by
the laws of the State of Texas, without regard to conflict of laws principles.
The arbitrators shall not award consequential damages, to either Party. The
costs and expenses of the arbitration proceeding, including the fees of the
arbitrators and all costs and expenses, including legal fees and witness fees,
incurred by the prevailing Party, shall be borne by the losing Party.

9.15  LIMITATIONS ON LIABILITY In no event will any Party be liable to the other
Party for any indirect, consequential, exemplary or punitive damages.

9.16  LIQUIDATED DAMAGES In the event that Unocal gives notice to Ivanhoe that
it does not intend to continue any operations hereunder, then Unocal shall pay
to Ivanhoe the remainder of the Ivanhoe Sunk Cost as liquidated damages, but
shall otherwise have no obligation to Ivanhoe. Upon the occurrence of said
payment, then Ivanhoe shall, at Unocal's option, immediately assign to Unocal
Unocal's Leasehold Share, or the remainder thereof.

                                       10




<PAGE>


9.17  MEETINGS In addition to meetings, called for and held pursuant to Section
5.1 hereinabove, meetings of the Parties may be called by Operator upon its own
motion or at the request of a Party having a voting interest of not less than
twenty-five percent (25%) to discuss matters of general interest relating to the
joint venture. Unless otherwise mutually agreed upon by the Parties, except in
an emergency, said meetings shall be held no more frequently than once every one
hundred twenty (120) days and then no meeting shall be called on less than
fifteen (15) days' advance written notice. Said notice of meeting shall include
the proposed meeting agenda. Additionally, The representative of Operator shall
be chairman of each meeting. Only matters included in the agenda may be
discussed at a meeting, but the agenda and items included in the agenda may be
amended by unanimous agreement of all Parties. Unless otherwise mutually agreed
upon by the Parties, all meetings, including those pursuant to either Section
5.1 and this Section 9.17 shall be held at Union's offices in Sugar Land, Texas.

      IN WITNESS WHEREOF, the Parties have executed this JVA to be effective
as of the Effective Date.



                                        UNION OIL COMPANY OF
                                        CALIFORNIA


                                        BY: /s/ Richard H. Smith
                                           ---------------------------
                                              Richard H. Smith
                                              Attorney-in-Fact



                                        IVANHOE ENERGY (USA) INC.


                                        BY: /s/ Joseph M McKniff
                                           ---------------------------
                                              Joseph M. McKniff
                                        Vice-President and Exploration Manager


                                       11
<PAGE>


 STATE OF TEXAS

 COUNTY OF FORT BEND

     On this the 7th day of January, 2002, before me appeared RICHARD H. SMITH,
to me personally known, who, being by me duly sworn, did say that he is the
Attorney-in-Fact for UNION OIL COMPANY OF CALIFORNIA, and that the foregoing
instrument was executed in behalf of said corporation by authority of its Board
of Directors, and said appearer acknowledged said instrument to be the free act
and deed of said corporation.


 [SEAL]                          /s/  Patricia O. Castaneda
                                ------------------------------------
                                   NOTARY PUBLIC
                                   State of Texas

My commission expires:








State of California        )
                           ) SS
County of Kern             )


On this 3rd day of January, 2002, before me, Rosalee Ingram, A Notary Public,
personally appeared Joseph M. Mckniff, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person(s)
or the entity upon behalf of which the person acted, executed the instrument.
      WITNESS my hand and official seal




                                /s/  Rosalee Ingram
                                ---------------------------------------
                                Notary Public in and for the said State


                                       12

<PAGE>


                                  EXHIBIT "C"

   ATTACHED TO AND MADE A PART OF THAT CERTAIN JOINT VENTURE AGREEMENT DATED
 EFFECTIVE OCTOBER 1, 2001, BETWEEN UNION OIL COMPANY OF CALIFORNIA AND IVANHOE
                                ENERGY (USA) INC.




                PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES


 STATE OF ___________________________

 COUNTY OF __________________________


     THIS AGREEMENT, IS DATED EFFECTIVE AS OF ______________ ("EFFECTIVE DATE"),
BY AND BETWEEN:

      ______________________________________, a __________________ CORPORATION,
      WHOSE ADDRESS IS __________________________ , HEREINAFTER REFERRED TO
      AS "ASSIGNOR," AND

      _______________________________________,a ___________________ CORPORATION,
      WHOSE ADDRESS IS ________________________ , HEREINAFTER REFERRED TO
      AS "ASSIGNEE,"

      W I T N E S S E T H: THAT,

     FOR AND IN CONSIDERATION OF ONE HUNDRED ($100.00) DOLLARS AND OTHER GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, ASSIGNOR DOES, BY THESE PRESENTS, BARGAIN, SELL, CONVEY, ASSIGN,
GRANT, TRANSFER, SET OVER AND DELIVER UNTO ASSIGNEE AN UNDIVIDED    PERCENT ( %)
OF ITS RIGHT, TITLE AND INTEREST IN AND TO THOSE CERTAIN OIL, GAS AND MINERAL
LEASES (THE "SUBJECT LEASES") SET FORTH ON EXHIBIT "A," ATTACHED HERETO AND MADE
A PART HEREOF.


     TO HAVE AND TO HOLD THE SUBJECT LEASES UNTO ASSIGNEE AND ITS SUCCESSORS
AND ASSIGNS FOREVER.

     IT IS AGREED BY ASSIGNOR AND ASSIGNEE (SOMETIMES COLLECTIVELY REFERRED TO
HEREINAFTER AS "PARTIES" OR SINGULARLY AS "PARTY") THAT THIS ASSIGNMENT IS
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1.   THIS ASSIGNMENT IS MADE SUBJECT TO THAT CERTAIN AGREEMENT ("   AGREEMENT")
     DATED EFFECTIVE     BETWEEN ASSIGNOR AND ASSIGNEE; ALL TERMS AND CONDITIONS
     OF THE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE TO THE SAME EXTENT
     AND WITH THE SAME EXTENT AS IF COPIED IN FULL HEREIN.

2.   THIS ASSIGNMENT IS EXECUTED WITHOUT ANY WARRANTY OF TITLE WHATSOEVER EITHER
     EXPRESS OR IMPLIED, EXCEPT FOR ACTS BY, THROUGH AND UNDER ASSIGNOR, BUT
     OTHERWISE WITHOUT RECOURSE AGAINST ASSIGNOR, EVEN FOR THE RETURN OF THE
     PURCHASE PRICE, BUT WITH FULL SUBSTITUTION AND SUBROGATION TO ALL RIGHTS
     AND ACTIONS OF WARRANTY AGAINST ALL FORMER OWNERS AND VENDORS.




<PAGE>


3.   ASSIGNEE HEREBY ASSUMES ITS PROPORTIONATE SHARE OF ALL, DUTIES, LIABILITIES
     AND OBLIGATIONS, EXPRESS OR IMPLIED, IMPOSED UPON ASSIGNOR UNDER THE
     PROVISIONS OF THE SUBJECT LEASES.

4.   ASSIGNEE AGREES THAT IT WILL NOT ASSIGN, SUBLEASE OR TRANSFER, IN WHOLE OR
     PART, ANY RIGHTS ACQUIRED HEREIN WITHOUT REQUIRING ITS ASSIGNEES,
     SUBLESSEES, AND TRANSFEREES TO EXPRESSLY ASSUME THEIR SHARE OF ALL
     OBLIGATIONS IMPOSED UPON OR OWED TO ASSIGNOR UNDER THE TERMS OF THIS
     ASSIGNMENT AND THE _______________________ AGREEMENT, AND ALL SUCH
     PERTINENT TERMS SHALL BE INCORPORATED INTO ANY AND ALL FUTURE INSTRUMENTS
     TRANSLATIVE OF TITLE. ANY ASSIGNMENT, SUBLEASE OR TRANSFER EXECUTED IN
     CONTRAVENTION OF THIS PROVISION SHALL BE NULL AND VOID.

5.   NOTWITHSTANDING ASSIGNEE'S RIGHT TO ASSIGN ALL OR PART OF THE SUBJECT
     LEASES TO THIRD PARTIES AS CONDITIONED BY PARAGRAPH 4 ABOVE, ASSIGNEE SHALL
     REMAIN FULLY RESPONSIBLE AND LIABLE FOR FULFILLMENT OF ALL THE OBLIGATIONS
     AND LIABILITIES IMPOSED HEREIN, AND FOR COMPLIANCE WITH ALL TERMS AND
     CONDITIONS ESTABLISHED HEREIN, WHETHER EXPRESS OR IMPLIED.

6.   THIS ASSIGNMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
     PARTIES HERETO AND THEIR RESPECTIVE HEIRS, ASSIGNS, SUCCESSORS AND
     TRANSFEREES.


     IN WITNESS WHEREOF, ASSIGNOR AND ASSIGNEE HAVE EXECUTED THIS AGREEMENT IN
THE PRESENCE OF THE UNDERSIGNED COMPETENT WITNESSES AS OF THE DATES SET FORTH
BELOW, BUT EFFECTIVE FOR ALL PURPOSES AS OF THE EFFECTIVE DATE.


WITNESSES:                           ASSIGNOR:


_________________________________     BY: ________________________________

_________________________________     DATE: ______________________________


WITNESSES:                            ASSIGNEE:

_________________________________     BY: ________________________________

_________________________________     DATE: ______________________________


STATE OF _________________________

COUNTY/PARISH OF _________________


     ON THIS _____ DAY OF ___________________, BEFORE ME APPEARED _____________
____________, TO ME PERSONALLY KNOWN, WHO, BEING BY ME DULY SWORN, DID SAY THAT
HE IS THE ___________________ OF _____________________, AND THAT THE FOREGOING



<PAGE>


INSTRUMENT WAS EXECUTED ON BEHALF OF SAID CORPORATION BY AUTHORITY OF ITS BOARD
OF DIRECTORS, AND SAID APPEARER ACKNOWLEDGED SAID INSTRUMENT TO BE THE FREE ACT
AND DEED OF SAID CORPORATION.


                                        ______________________________________
                                        NOTARY PUBLIC

 MY COMMISSION EXPIRES: ___________________________






 STATE OF _____________________________

 PARISH/COUNTY OF _____________________


     ON THIS __________ DAY OF ___________ BEFORE ME APPEARED ______________, TO
ME PERSONALLY KNOWN, WHO, BEING BY ME DULY SWORN, DID SAY THAT ____________IS
THE __________________ OF _______________________, AND THAT THE FOREGOING
INSTRUMENT WAS EXECUTED ON BEHALF OF SAID CORPORATION BY AUTHORITY OF ITS BOARD
OF DIRECTORS, AND SAID APPEARER ACKNOWLEDGED SAID INSTRUMENT TO BE THE FREE ACT
AND DEED OF SAID CORPORATION.



                                        ______________________________________
                                        NOTARY PUBLIC

 MY COMMISSION EXPIRES: ___________________________






<PAGE>
                                   EXHIBIT "A"


ATTACHED TO AND MADE A PART OF THAT CERTAIN PARTIAL ASSIGNMENT OF OIL, GAS AND

MINERAL LEASES DATED EFFECTIVE ______________, BY AND BETWEEN ________________,

          AS ASSIGNOR, AND ____________________________, AS ASSIGNEE.




                                     LEASES


1. Oil, Gas and Mineral Lease dated ________________________, by and between

   _______________________________, Lessor, and ______________________________,

   Lessee recorded in  Conveyance/Minerals Book ____________________, under

   Entry No.___________, of the records of _______________ County, Texas.



<PAGE>


                                   EXHIBIT "D"

           ATTACHED TO AND MADE A PART OF THAT CERTAIN JOINT VENTURE
     AGREEMENT DATED EFFECTIVE OCTOBER 1,2001, BETWEEN UNION OIL COMPANY OF
                    CALIFORNIA AND IVANHOE ENERGY (USA) INC.


                            A.A.P.L. FORM 610 - 1989

                         MODEL FORM OPERATING AGREEMENT


                               OPERATING AGREEMENT

                                      DATED


                              OCTOBER 1      2001
                              ---------      ----
                                             year


OPERATOR          UNION OIL COMPANY OF CALIFORNIA
         ----------------------------------------------------------------------

CONTRACT AREA     (SEE JOINT VENTURE AGREEMENT)
              -----------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------


COUNTIES OF ANDERSON, FREESTONE & HENDERSON, STATE OF TEXAS
            -------------------------------           -----

                                            COPYRIGHT 1989 - ALL RIGHTS RESERVED
                                            AMERICAN ASSOCIATION OF PETROLEUM
                                            LANDMEN, 4100 FOSSIL CREEK BLVD.
                                            FORT WORTH, TEXAS, 76137, APPROVED
                                            FORM.
                                            A.A.P.L. NO. 610 - 1989


<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

Article                                      Title                                                    Page
-------                                      -----                                                    ----
<S>      <C>                                                                                          <C>
    I.   DEFINITIONS ...................................................................................1
   II.   EXHIBITS ......................................................................................1
  III.   INTERESTS OF PARTIES ..........................................................................2
         A. OIL AND GAS INTERESTS: .....................................................................2
         B. INTERESTS OF PARTIES IN COSTS AND PRODUCTION: ..............................................2
         C. SUBSEQUENTLY CREATED INTERESTS: ............................................................2
   IV.   TITLES ........................................................................................2
         A. TITLE EXAMINATION: .........................................................................2
         B. LOSS OR FAILURE OF TITLE: ..................................................................3
              1. Failure of Title ......................................................................3
              2. Loss by Non-Payment or Erroneous Payment of Amount Due ................................3
              3. Other Losses ..........................................................................3
              4. Curing Title ..........................................................................3
    V.   OPERATOR.......................................................................................4
         A. DESIGNATION AND RESPONSIBILITIES OF OPERATOR: ..............................................4
         B. RESIGNATION OR REMOVAL OF OPERATOR AND SELECTION OF SUCCESSOR: .............................4
              1. Resignation or Removal of Operator ....................................................4
              2. Selection of Successor Operator .......................................................4
              3. Effect of Bankruptcy ..................................................................4
         C. EMPLOYEES AND CONTRACTORS: .................................................................4
         D. RIGHTS AND DUTIES OF OPERATOR: .............................................................4
              1. Competitive Rates and Use of Affiliates ...............................................4
              2. Discharge of Joint Account Obligations ................................................4
              3. Protection from Liens .................................................................4
              4. Custody of Funds ......................................................................5
              5. Access to Contract Area and Records ...................................................5
              6. Filing and Furnishing Governmental Reports ............................................5
              7. Drilling and Testing Operations .......................................................5
              8. Cost Estimates ........................................................................5
              9. Insurance .............................................................................5
  VI.    DRILLING AND DEVELOPMENT.......................................................................5
         A. INITIAL WELL: ..............................................................................5
         B. SUBSEQUENT OPERATIONS: .....................................................................5
              1. Proposed Operations ...................................................................5
              2. Operations by Less Than All Parties ...................................................6
              3. Stand-By Costs ........................................................................7
              4. Deepening .............................................................................8
              5. Sidetracking ..........................................................................8
              6. Order of Preference of Operations .....................................................8
              7. Conformity to Spacing Pattern .........................................................9
              8. Paying Wells ..........................................................................9
         C. COMPLETION OF WELLS; REWORKING AND PLUGGING BACK: ..........................................9
              1. Completion ............................................................................9
              2. Rework, Recomplete or Plug Back .......................................................9
         D. OTHER OPERATIONS: ..........................................................................9
         E. ABANDONMENT OF WELLS: ......................................................................9
              1. Abandonment of Dry Holes ..............................................................9
              2. Abandonment of Wells That Have Produced ..............................................10
              3. Abandonment of Non-Consent Operations ................................................10
         F. TERMINATION OF OPERATIONS: ................................................................10
         G. TAKING PRODUCTION IN KIND: ................................................................10
         (Option 1) Gas Balancing Agreement ...........................................................10
         (Option 2) No Gas Balancing Agreement ........................................................11
 VII.    EXPENDITURES AND LIABILITY OF PARTIES ........................................................11
         A. LIABILITY OF PARTIES: .....................................................................11
         B. LIENS AND SECURITY INTERESTS: .............................................................12
         C. ADVANCE: ..................................................................................12
         D. DEFAULTS AND REMEDIES: ....................................................................12
              1. Suspension of Rights .................................................................13
              2. Suit for Damages .....................................................................13
              3. Deemed Non-Consent ...................................................................13
              4. Advance Payment ......................................................................13
              5. Costs and Attorneys' Fees ............................................................13
         E. RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROYALTIES: .....................................13
         F. TAXES: ....................................................................................13
VIII.    ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST .............................................14
         A. SURRENDER OF LEASES: ......................................................................14
         B. RENEWAL OR EXTENSION OF LEASES: ...........................................................14
         C. ACREAGE OR CASH CONTRIBUTIONS: ............................................................14
</TABLE>


                                        i
<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989


                               TABLE OF CONTENTS
<TABLE>

<S>      <C>                                                                                          <C>
         D. ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST: .............................................15
         E. WAIVER OF RIGHTS TO PARTITION: ...........................................................15
         F. PREFERENTIAL RIGHT TO PURCHASE: ..........................................................15
   IX.   INTERNAL REVENUE CODE ELECTION ..............................................................15
    X.   CLAIMS AND LAWSUITS .........................................................................15
   XI.   FORCE MAJEURE ...............................................................................16
  XII.   NOTICES .....................................................................................16
 XIII.   TERM OF AGREEMENT ...........................................................................16
  XIV.   COMPLIANCE WITH LAWS AND REGULATIONS ........................................................16
         A. LAWS, REGULATIONS AND ORDERS: ............................................................16
         B. GOVERNING LAW: ...........................................................................16
         C. REGULATORY AGENCIES: .....................................................................16
   XV.   MISCELLANEOUS ...............................................................................17
         A. EXECUTION: ...............................................................................17
         B. SUCCESSORS AND ASSIGNS: ..................................................................17
         C. COUNTERPARTS: ............................................................................17
         D. SEVERABILITY: ............................................................................17
  XVI.   OTHER PROVISIONS ............................................................................17
</TABLE>



                                       ii
<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                              OPERATING AGREEMENT

     THIS AGREEMENT, entered into by and between UNION OIL COMPANY OF
CALIFORNIA, hereinafter designated and referred to as "Operator," and the
signatory party or parties other than Operator, sometimes hereinafter referred
to individually as "Non-Operator," and collectively as "Non-Operators."

                                   WITNESSETH:

     WHEREAS, the parties to this agreement are owners of Oil and Gas Leases
and/or Oil and Gas Interests in the land identified in Exhibit "A," and the
parties hereto have reached an agreement to explore and develop these Leases
and/or Oil and Gas Interests for the production of Oil and Gas to the extent and
as hereinafter provided,

     NOW, THEREFORE, it is agreed as follows:

                                   ARTICLE I.
                                  DEFINITIONS

     As used in this agreement, the following words and terms shall have the
meanings here ascribed to them:

     A. The term "AFE" shall mean an Authority for Expenditure prepared by a
party to this agreement for the purpose of estimating the costs to be incurred
in conducting an operation hereunder.

     B. The term "Completion" or "Complete" shall mean a single operation
intended to complete a well as a producer of Oil and Gas in one or more Zones,
including, but not limited to, the setting of production casing, perforating,
well stimulation and production testing conducted in such operation.

     C. The term "Contract Area" shall mean all of the lands, Oil and Gas Leases
and/or Oil and Gas Interests intended to be developed and operated for Oil and
Gas purposes under this agreement. Such lands, Oil and Gas Leases and Oil and
Gas Interests are described in Exhibit "A."

     D. The term "Deepen" shall mean a single operation whereby a well is
drilled to an objective Zone below the deepest Zone in which the well was
previously drilled, or below the Deepest Zone proposed in the associated AFE,
whichever is the lesser.

     E. The terms "Drilling Party" and "Consenting Party" shall mean a party who
agrees to join in and pay its share of the cost of any operation conducted under
the provisions of this agreement.

     F. The term "Drilling Unit" shall mean the area fixed for the drilling of
one well by order or rule of any state or federal body having authority. If a
Drilling Unit is not fixed by any such rule or order, a Drilling Unit shall be
the drilling unit as established by the pattern of drilling in the Contract Area
unless fixed by express agreement of the Drilling Parties.

     G. The term "Drillsite" shall mean the Oil and Gas Lease or Oil and Gas
Interest on which a proposed well is to be located.

     H. The term "Initial Well" shall mean the well required to be drilled by
the parties hereto as provided in Article VI.A.

     I. The term "Non-Consent Well" shall mean a well in which less than all
parties have conducted an operation as provided in Article VI.B.2.

     J. The terms "Non-Drilling Party" and "Non-Consenting Party" shall mean a
party who elects not to participate in a proposed operation.

     K. The term "Oil and Gas" shall mean oil, gas, casinghead gas, gas
condensate, and/or all other liquid or gaseous hydrocarbons and other marketable
substances produced therewith, unless an intent to limit the inclusiveness of
this term is specifically stated.

     L. The term "Oil and Gas Interests" or "Interests" shall mean unleased fee
and mineral interests in Oil and Gas in tracts of land lying within the Contract
Area which are owned by parties to this agreement.

     M. The terms "Oil and Gas Lease," "Lease" and "Leasehold" shall mean the
oil and gas leases or interests therein covering tracts of land lying within the
Contract Area which are owned by the parties to this agreement.

     N. The term "Plug Back" shall mean a single operation whereby a deeper Zone
is abandoned in order to attempt a Completion in a shallower Zone.

     O. The term "Recompletion" or "Recomplete" shall mean an operation whereby
a Completion in one Zone is abandoned in order to attempt a Completion in a
different Zone within the existing wellbore.

     P. The term "Rework" shall mean an operation conducted in the wellbore of a
well after it is Completed to secure, restore, or improve production in a Zone
which is currently open to production in the wellbore. Such operations include,
but are not limited to, well stimulation operations but exclude any routine
repair or maintenance work or drilling, Sidetracking, Deepening, Completing,
Recompleting, or Plugging Back of a well.

     Q. The term "Sidetrack" shall mean the directional. control and intentional
deviation of a well from vertical so as to change the bottom hole location
unless done to straighten the hole or drill around junk in the hole to overcome
other mechanical difficulties.

     R. The term "Zone" shall mean a stratum of earth containing or thought to
contain a common accumulation of Oil and Gas separately producible from any
other common accumulation of Oil and Gas.

     Unless the context otherwise clearly indicates, words used in the singular
include the plural, the word "person" includes natural and artificial
persons, the plural includes the singular, and any gender includes the
masculine, feminine, and neuter.

                                   ARTICLE II.
                                    EXHIBITS


     The following exhibits, as indicated below and attached hereto, are
incorporated in and made a part hereof:

 X   A. Exhibit "A," shall include the following information:
---
     (1) Description of lands subject to this agreement,
     (2) Restrictions, if any, as to depths, formations, or substances,
     (3) Parties to agreement with addresses and telephone numbers for notice
         purposes,
     (4) Percentages or fractional interests of parties to this agreement,
     (5) Oil and Gas Leases and/or Oil and Gas Interests subject to this
         agreement,
     (6) Burdens on production.

 X  C.  EXHIBIT "C," Accounting Procedure.
---
 X  D.  EXHIBIT "D," Insurance.
---
 X  E.  Exhibit "E," Gas Balancing Agreement.
---
 X  F.  Exhibit "F," Non-Discrimination and Certification of Non-Segregated
---     Facilities.

 X  G.  Exhibit "G," Tax Partnership.
---
 X  H.  Other: Memorandum Of Operating Agreement
---

                                      -1-

<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

     If any provision of any exhibit, except Exhibits "E," & "F" and "G," is
inconsistent with any provision contained in the body of this agreement, the
provisions in the body of this agreement shall prevail.

                                  ARTICLE III.
                              INTERESTS OF PARTIES

B. INTERESTS OF PARTIES IN COSTS AND PRODUCTION:

     Unless changed by other provisions, all costs and liabilities incurred in
operations under this agreement shall be borne and paid, and all equipment and
materials acquired in operations on the Contract Area shall be owned, by the
parties as their interests are set forth in Exhibit "A." In the same manner, the
parties shall also own all production of Oil and Gas from the Contract Area
subject, however, to the payment of royalties and other burdens on production as
described hereafter.

     Regardless of which party has contributed any Oil and Gas Lease or Oil and
Gas Interest on which royalty or other burdens may be payable and except as
otherwise expressly provided in this agreement, each party shall pay or deliver,
or cause to be paid or delivered, all burdens on its share of the production
from the Contract Area up to, but not in excess of, The amounts agreed upon in
the JVA (as hereinafter defined) and shall indemnify, defend and hold the other
parties free from any liability therefor. Except as otherwise expressly provided
in this agreement, if any party has contributed hereto any Lease or Interest
which is burdened with any royalty, overriding royalty, production payment or
other burden on production in excess of the amounts stipulated above, such party
so burdened shall assume and alone bear all such excess obligations and shall
indemnify, defend and hold the other parties hereto harmless from any and all
claims attributable to such excess burden. However, so long as the Drilling Unit
for the productive Zone(s) is identical with the Contract Area, each party shall
pay or deliver, or cause to be paid or delivered, all burdens on production from
the Contract Area due under the terms of the Oil and Gas Lease(s) which such
party has contributed to this agreement, and shall indemnify, defend and hold
the other parties free from any liability therefor.

     No party shall ever be responsible, on a price basis higher than the price
received by such party, to any other party's lessor or royalty owner, and if
such other party's lessor or royalty owner should demand and receive settlement
on a higher price basis, the party contributing the affected Lease shall bear
the additional royalty burden attributable to such higher price.

     Nothing contained in this Article III.B. shall be deemed an assignment or
cross-assignment of interests covered hereby, and in the event two or more
parties contribute to this agreement jointly owned Leases, the parties'
undivided interests in said Leaseholds shall be deemed separate leasehold
interests for the purposes of this agreement.

C. SUBSEQUENTLY CREATED INTERESTS:

     If any party has contributed hereto a Lease or Interest that is burdened
with an assignment of production given as security for the payment of money, or
if, after the date of this agreement, any party creates an overriding royalty,
production payment, net profits interest, assignment of production or other
burden payable out of production attributable to its working interest hereunder,
such burden shall be deemed a "Subsequently Created Interest." Further, if any
party has contributed hereto a Lease or Interest burdened with an overriding
royalty, production payment, net profits interests, or other burden payable out
of production created prior to the date of this agreement, and such burden is
not shown on Exhibit "A," such burden also shall be deemed a Subsequently
Created Interest to the extent such burden causes the burdens on such party's
Lease or Interest to exceed the amount stipulated in Article III.B. above.

     The party whose interest is burdened with the Subsequently Created Interest
(the "Burdened Party") shall assume and alone bear, pay and discharge the
Subsequently Created Interest and shall indemnify, defend and hold harmless the
other parties from and against any liability therefor. Further, if the Burdened
Party fails to pay, when due, its share of expenses chargeable hereunder, all
provisions of Article VII.B. shall be enforceable against the Subsequently
Created Interest in the same manner as they are enforceable against the working
interest of the Burdened Party. If the Burdened Party is required under this
agreement to assign or relinquish to any other party, or parties, all or a
portion of its working interest and/or the production attributable therein, said
other party, or parties, shall receive said assignment and/or production free
and clear of said Subsequently Created Interest, and the Burdened Party shall
indemnify, defend and hold harmless said other party, or parties, from any and
all claims and demands for payment asserted by owners of the Subsequently
Created Interest.

                                   ARTICLE IV.
                                     TITLES

A. TITLE EXAMINATION:

     Title examination shall be made on the Drillsite of any proposed well prior
to commencement of drilling operations and, if a majority in interest of the
Drilling Parties so request or Operator so elects, title examination shall be
made on the entire Drilling Unit, or maximum anticipated Drilling Unit, of the
well. The opinion will include the ownership of the working interest, minerals,
royalty, overriding royalty and production payments under the applicable Leases.
Each party contributing Leases and/or Oil and Gas Interests to be included in
the Drillsite or Drilling Unit, if appropriate, shall furnish to Operator all
abstracts (including federal lease status reports), title opinions, title papers
and curative material in its possession free of charge. All such information not
in the possession of or made available to Operator by the parties, but necessary
for the examination of the title, shall be obtained by Operator. Operator shall
cause title to be examined by attorneys on its staff or by outside attorneys.
Copies of all title opinions shall be furnished to each Drilling Party. Costs
incurred by Operator in procuring abstracts, fees paid outside attorneys for
title examination (including preliminary, supplemental, shut-in royally opinions
and division order title opinions) and other direct charges as provided in
Exhibit "C" shall be borne by the Drilling Parties in the proportion that the
interest of each Drilling Party bears to the total interest of all Drilling
Parties as such interests appear in Exhibit "A," Operator shall make no charge
for services rendered by its staff attorneys or other personnel in the
performance of the above functions.

    Operator shall be responsible for securing curative matter and pooling
amendments or agreements required in connection with Leases or Oil and Gas
Interests contributed by such patty. Operator shall be responsible for the
preparation and recording of pooling designations or declarations and
communitization agreements as well as the conduct of hearings before
governmental agencies for the securing of spacing or pooling orders or any other
orders necessary or appropriate to the conduct of operations hereunder. This
shall not prevent any party from appearing on its own behalf at such hearings.
Costs incurred by Operator, including fees paid to outside attorneys, which are
associated with hearings before governmental agencies, and which costs are
necessary and proper for the activities contemplated under this agreement, shall
be direct charges to the joint account and shall not be covered by the
administrative overhead charges as provided in Exhibit "C."


                                      -2-

<PAGE>


                                      -2-

<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

Operator shall make no charge for services rendered by its staff attorneys or
other personnel in the performance of the above functions.

     No well shall be drilled on the Contract Area until after (1) the title to
the Drillsite or Drilling Unit, if appropriate, has been examined as above
provided, and (2) the title has been approved by the examining attorney or title
has been accepted by all of the Drilling Parties in such well.

B. LOSS OR FAILURE OF TITLE:

     3. Losses: All losses of Leases or Interests committed to this agreement,
shall be joint losses and shall be borne by all parties in proportion to their
interests shown on Exhibit "A." This shall include but not be limited to the
loss of any Lease or Interest through failure to develop or because express or
implied covenants have not been performed (other than performance which requires
only the payment of money), and the loss of any Lease by expiration at the end
of its primary term if it is not renewed or extended. There shall be no
readjustment of interests in the remaining portion of the Contract Area on
account of any joint loss.





                                       -3-


<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                   ARTICLE V.
                                    OPERATOR

A. Designation and Responsibilities of Operator:

     Union Oil Company of California shall be the Operator of the Contract Area,
and shall conduct and direct and have full control of all operations on the
Contract Area as permitted and required by, and within the limits of this
agreement. In its performance of services hereunder for the Non-Operators,
Operator shall be an independent contractor not subject to the control or
direction of the Non-Operators except as to the type of operation to be
undertaken in accordance with the election procedures contained in this
agreement. Operator shall not be deemed, or hold itself out as, the agent of the
Non-Operators with authority to bind them to any obligation or liability assumed
or incurred by Operator as to any third party. Operator shall conduct its
activities under this agreement as a reasonable prudent operator, in a good and
workmanlike manner, with due diligence and dispatch, in accordance with good
oilfield practice, and in compliance with applicable law and regulation, but in
no event shall it have any liability as Operator to the other parties for losses
sustained or liabilities incurred except such as may result from gross
negligence or willful misconduct.

B. Resignation or Removal of Operator and Selection of Successor:

     1. Resignation or Removal of Operator: Operator may resign at any time by
giving written notice thereof to Non-Operators. If Operator terminates its legal
existence, no longer owns an interest hereunder in the Contract Area, or is no
longer capable of serving as Operator, Operator shall be deemed to have resigned
without any action by Non-Operators, except the selection of a successor.
Operator may be removed only for good cause by the affirmative vote of
Non-Operators owning a majority interest based on ownership as shown on Exhibit
"A" remaining after excluding the voting interest of Operator; such vote shall
not be deemed effective until a written notice has been delivered to the
Operator by a Non-Operator detailing the alleged default and Operator has failed
to cure the default within thirty (30) days from its receipt of the notice or,
if the default concerns an operation then being conducted, within forty-eight
(48) hours of its receipt of the notice. For purposes hereof, "good cause" shall
mean not only gross negligence or willful misconduct but also the material
breach of or inability to meet the standards of operation contained in Article
V.A. or material failure or inability to perform its obligations under this
agreement.

     Subject to Article VII.D.l., such resignation or removal shall not become
effective until 7:00 o'clock A.M. on the first day of the calendar month
following the expiration of ninety (90) days after the giving of notice of
resignation by Operator or action by the Non-Operators to remove Operator,
unless a successor Operator has been selected and assumes the duties of Operator
at an earlier date. Operator, after effective date of resignation or removal,
shall be bound by the terms hereof as a Non-Operator. A change of a corporate
name or structure of Operator or of Operator's interest to any single
subsidiary, parent or successor corporation shall not be the basis for removal
of Operator.

     2. Selection of Successor Operator: Upon the resignation or removal of
Operator under any provision of this agreement, a successor Operator shall be
selected by the parties. The successor Operator shall be selected from the
parties owning an interest in the Contract Area at the time such successor
Operator is selected. The successor Operator shall be selected by the
affirmative vote of ONE (1) or more parties owning a majority interest based on
ownership as shown on Exhibit "A"; provided, however, if an Operator which has
been removed or is deemed to have resigned fails to vote or votes only to
succeed itself, the successor Operator shall be selected by the affirmative vote
of the party or parties owning a majority interest based on ownership as shown
on Exhibit "A" remaining after excluding the voting interest of the Operator
that was removed or resigned. The former Operator shall promptly deliver to the
successor Operator all records and data relating to the operations conducted by
the former Operator to the extent such records and data are not already in the
possession of the successor operator. Any cost of obtaining or copying the
former Operator's records and data shall be charged to the joint account.

     3. Effect of Bankruptcy: If Operator becomes insolvent, bankrupt or is
placed in receivership, it shall be deemed to have resigned without any action
by Non-Operators, except the selection of a successor. If a petition for relief
under the federal bankruptcy laws is filed by or against Operator, and the
removal of Operator is prevented by the federal bankruptcy court, all
Non-Operators and Operator shall comprise an interim operating committee to
serve until Operator has elected to reject or assume this agreement pursuant to
the Bankruptcy Code, and an election to reject this agreement by Operator as a
debtor in possession, or by a trustee in bankruptcy, shall be deemed a
resignation as Operator without any action by Non-Operators, except the
selection of a successor. During the period of time the operating committee
controls operations, all actions shall require the approval of two (2) or more
parties owning a majority interest based on ownership as shown on Exhibit "A."
In the event there are only two (2) parties to this agreement, during the period
of time the operating committee controls operations, a third party acceptable to
Operator, Non-Operator and the federal bankruptcy court shall be selected as a
member of the operating committee, and all actions shall require the approval of
two (2) members of the operating committee without regard for their interest in
the Contract Area based on Exhibit "A."

C. Employees and Contractors:

     The number of employees or contractors used by Operator in conducting
operations hereunder, their selection, and the hours of labor and the
compensation for services performed shall be determined by Operator, and all
such employees of contractors shall be the employees or contractors of Operator.

D. Rights and Duties of Operator:

     1. Competitive Rates and Use of Affiliates: All wells drilled on the
Contract Area shall be drilled on a competitive contract basis at the usual
rates prevailing in the area. If it so desires, Operator may employ its own
tools and equipment in the drilling of wells, but its charges therefor shall not
exceed the prevailing rates in the area and the rate of such charge; shall be
agreed upon by the parties in writing before drilling operations are commenced,
and such work shall be performed by Operator under the same terms and conditions
as are customary and usual in the area in contracts of independent contractors
who are doing work of a similar nature. All work performed or materials supplied
by affiliates or related parties of Operator shall be performed or supplied at
competitive rates, pursuant to written agreement, and in accordance with customs
and standards prevailing in the industry.

     2. Discharge of Joint Account Obligations: Except as herein otherwise
specifically provided, Operator shall promptly pay and discharge expenses
incurred in the development and operation of the Contract Area pursuant to this
agreement and shall charge each of the parties hereto with their respective
proportionate shares upon the expense basis provided in Exhibit "C." Operator
shall keep an accurate record of the joint account, hereunder, showing expenses
incurred and charges and credits made and received.

     3. Protection from Liens: Operator shall pay, or cause to be paid, as and
when they become due and payable, all accounts of contractors and suppliers and
wages and salaries for services rendered or performed, and for materials
supplied on, to or in respect of the Contract Area or any operations for the
joint account thereof, and shall keep the Contract Area free from

                                      -4-




<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

liens and encumbrances resulting therefrom except for those resulting from a
bona fide dispute as to services rendered or materials supplied.

     4. Custody of Funds: Operator shall hold for the account of the
Non-Operators any funds of the Non-Operators advanced or paid to the Operator,
either for the conduct of operations hereunder or as a result of the sale of
production from the Contract Area, and such funds shall remain the funds of the
Non-Operators on whose account they are advanced or paid until used for their
intended purpose or otherwise delivered to the Operators or applied toward the
payment of debts as provided in Article VII.B. Nothing in this paragraph shall
be construed to establish a fiduciary relationship between Operator and
Non-Operators for any purpose other than to account for Non-Operator funds as
herein specifically provided. Nothing in this paragraph shall require the
maintenance by Operator of separate accounts for the funds of Non-Operators
unless the parties otherwise specifically agree.

     5. Access to Contract Area and Records: Operator shall, except as otherwise
provided herein, permit each Non-Operator or its duly authorized representative,
at the Non-Operator's sole risk and cost, full and free access at all reasonable
times to all operations of every kind and character being conducted for the
joint account on the Contract Area and to the records of operations conducted
thereon or production therefrom, including Operator's books and records relating
thereto. Such access rights shall not be exercised in a manner interfering with
Operator's conduct of an operation hereunder and shall not obligate Operator to
furnish any geologic or geophysical data of an interpretive nature unless the
cost of preparation of such interpretive data was charged to the joint account.
Operator will furnish to each Non-Operator upon request copies of any and all
reports and information obtained by Operator in connection with production and
related items, including, without limitation, meter and chart reports,
production purchaser statements, run tickets and monthly gauge reports, but
excluding purchase contracts and pricing information to the extent not
applicable to the production of the Non-Operator seeking the information. Any
audit of Operator's records relating to amounts expended and the appropriateness
of such expenditures shall be conducted in accordance with the audit protocol
specified in Exhibit "C."

     6. Filing and Furnishing Governmental Reports: Operator will file, and upon
written request promptly furnish copies to each requesting Non-Operator not in
default of its payment obligations, all operational notices, reports or
applications required to be filed by local, State, Federal or Indian agencies or
authorities having jurisdiction over operations hereunder. Each Non-Operator
shall provide to Operator on a timely basis all information necessary to
Operator to make such filings.

     7. Drilling and Testing Operations: The following provisions shall apply to
each well drilled hereunder, including but not limited to the Initial Well:

        (a) Operator will promptly advise Non-Operators of the date on which the
well is spudded, or the date on which drilling operations are commenced.

        (b) Operator will send to Non-Operators such reports, test results and
notices regarding the progress of operations on the well as the Non-Operators
shall reasonably request, including, but not limited to, daily drilling reports,
completion reports, and well logs.

        (c) Operator shall adequately test all Zones encountered which may
reasonably be expected to be capable of producing Oil and Gas in paying
quantities as a result of examination of the electric log or any other logs or
cores or tests conducted hereunder.

     8. Cost Estimates: Operator shall furnish estimates of current and
cumulative costs incurred for the joint account at reasonable intervals during
the conduct of any operation pursuant to this agreement. Operator shall not be
held liable for errors in such estimates so long as the estimates are made in
good faith.

     9. Insurance: At all times while operations are conducted hereunder,
Operator shall comply with the workers compensation law of the state where the
operations are being conducted; provided, however, that Operator may be a
self-insurer for liability under said compensation laws in which event the only
charge that shall be made to the joint account shall be as provided in Exhibit
"C." Operator shall also carry or provide insurance for the benefit of the joint
account of the parties as outlined in Exhibit "D" attached hereto and made a
part hereof. Operator shall require all contractors engaged in work on or for
the Contract Area to comply with the workers compensation law of the state where
the operations are being conducted maintain such other insurance as Operator may
require.

     In the event automobile liability insurance is specified in said Exhibit
"D," or subsequently receives the approval parties, no direct charge shall be
made by Operator for premiums paid for such insurance for Operator's automotive
equipment.

                                   ARTICLE VI.
                            DRILLING AND DEVELOPMENT


B. Operations:

     I. Proposed Operations: If any party hereto should desire to drill any well
on the Contract Area, or if any party should desire to Rework, Sidetrack,
Deepen, Recomplete or Plug Back a dry hole or a well no longer capable of
producing in paying quantities in which such party has not otherwise
relinquished its interest in the proposed objective Zone under this agreement,
the party desiring to drill, Rework, Sidetrack, Deepen, Recomplete or Plug Back
such a well shall give written notice of the proposed operation to the parties
who have not otherwise relinquished their interest in such objective Zone.



                                      -5-
<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

under this agreement and to all other parties in the case of a proposal for
Sidetracking or Deepening, specifying the work to be performed, the location,
proposed depth, objective Zone and the estimated cost of the operation. The
parties to whom such a notice is delivered shall have thirty (30) days after
receipt of the notice within which to notify the party proposing to do the work
whether they elect to participate in the cost of the proposed operation. If a
drilling rig is on location, notice of a proposal to Rework, Sidetrack,
Recomplete, Plug Back or Deepen may be given by telephone and the response
period shall be limited to forty-eight (48) hours, exclusive of Saturday, Sunday
and legal holidays. Failure of a party to whom such notice is delivered to reply
within the period above fixed shall constitute an election by that party not to
participate in the cost of the proposed operation. Any proposal by a party to
conduct an operation conflicting with the operation initially proposed shall be
delivered to all parties within the time and in the manner provided in Article
VI.B.6.

     If all parties to whom such notice is delivered elect to participate in
such a proposed operation, the parties shall be contractually committed to
participate therein provided such operations are commenced within the time
period hereafter set forth, and Operator shall, no later than ninety (90) days
after expiration of the notice period of thirty (30) days (or as promptly as
practicable after the expiration of the forty-eight (48) hour period when a
drilling rig is on location, as the case may be), actually commence the proposed
operation and thereafter complete it with due diligence at the risk and expense
of the parties participating therein; provided, however, said commencement date
may be extended upon written notice of same by Operator to the other parties,
for a period of up to thirty (30) additional days if, in the sole opinion of
Operator, such additional time is reasonably necessary to obtain permits from
governmental authorities, surface rights (including rights-of-way) or
appropriate drilling equipment, or to complete title examination or curative
matter required for title approval or acceptance. If the actual operation has
not been commenced within the time provided (including any extension thereof as
specifically permitted herein or in the force majeure provisions of Article XI)
and if any party hereto still desires to conduct said operation, written notice
proposing same must be resubmitted to the other parties in accordance herewith
as if no prior proposal had been made. Those parties that did not participate in
the drilling of a well for which a proposal to Deepen or Sidetrack is made
hereunder shall, if such parties desire to participate in the proposed Deepening
or Sidetracking operation, reimburse the Drilling Parties in accordance with
Article VI.B.4. in the event of a Deepening operation and in accordance with
Article VI.B.5. in the event of a Sidetracking operation.

     2. Operations by Less Than All Parties:

        (a) Determination of Participation. If any party to whom such notice is
delivered as provided in Article VI.B.1. or VI.C.1. (Option No. 2) elects not to
participate in the proposed operation, then, in order to be entitled to the
benefits of this Article, the party or parties giving the notice and such other
parties as shall elect to participate in the operation shall, no later than
ninety (90) days after the expiration of the notice period of thirty (30) days
(or as promptly as practicable after the expiration of the forty-eight (48) hour
period when a drilling rig is on location, as the case may be) actually commence
the proposed operation and complete it with due diligence. Operator shall
perform all work for the account of the Consenting Parties; provided, however,
if no drilling rig or other equipment is on location, and if Operator is a
Non-Consenting Party, the Consenting Parties shall either: (i) request Operator
to perform the work required by such proposed operation for the account of the
Consenting Parties, or (ii) designate one of the Consenting Parties as Operator
to perform such work. The rights and duties granted to and imposed upon the
Operator under this agreement are granted to and imposed upon the party
designated as Operator for an operation in which the original Operator is a
Non-Consenting Party. Consenting Parties, when conducting operations on the
Contract Area pursuant to this Article VI.B.2., shall comply with all terms and
conditions of this agreement.

     If less than all parties approve any proposed operation, the proposing
party, immediately after the expiration of the applicable notice period, shall
advise all Parties of the total interest of the parties approving such operation
and its recommendation as to whether the Consenting Parties should proceed with
the operation as proposed. Each Consenting Party, within forty-eight (48) hours
a after receipt of such notice, shall advise the proposing party of its desire
to (i) limit participation to such party's interest as shown on Exhibit "A" or
(ii) carry only its proportionate part (determined by dividing such party's
interest in the Contract Area by the interests of all Consenting Parties in the
Contract Area) of Non-Consenting Parties' interests, or (iii) carry its
proportionate part (determined as provided in (ii)) of Non-Consenting Parties'
interests together with all or a portion of its proportionate part of any
Non-Consenting Parties' interests that any Consenting Party did not elect to
take. Any interest of Non-Consenting Parties that is not carried by a Consenting
Party shall be deemed to be carried by the party proposing the operation if such
party does not withdraw its proposal. Failure to advise the proposing party
within the time required shall be deemed an election under (i). In the event a
drilling rig is on location, notice may be given by telephone, and the time
permitted for such a response shall not exceed a total of forty-eight (48)
hours. The proposing party, at its election, may withdraw such proposal if there
is less than 100% participation and shall notify all parties of such decision
within ten (10) days, or within twenty-four (24) hours if a drilling rig is on
location, following expiration of the applicable response period. If 100%
subscription to the proposed operation is obtained, the proposing party shall
promptly notify the Consenting Parties of their proportionate interests in the
operation and the party serving as Operator shall commence such operation within
the period provided in Article VI.B.l., subject to the same extension right as
provided therein.

        (b) Relinquishment of Interest for Non-Participation. The entire cost
and risk of conducting such operations shall be borne by the Consenting Parties
in the proportions they have elected to bear same under the terms of the
preceding paragraph. Consenting Parties shall keep the leasehold estates
involved in such operations free and clear of all liens and encumbrances of
every kind created by or arising from the operations of the Consenting Parties.
If such an operation results in a dry hole, then subject to Articles VI.B.6. and
VI.E.3., the Consenting Parties shall plug and abandon the well and restore the
surface location at their sole cost, risk and expense; provided, however, that
those Non-Consenting Parties that participated in the drilling, Deepening or
Sidetracking of the well shall remain liable for, and shall pay, their
proportionate shares of the cost of plugging and abandoning the well and
restoring the surface location insofar only as those costs were not increased by
the subsequent operations of the Consenting Parties. If any well drilled,
Reworked, Sidetracked, Deepened, Recompleted or Plugged Back under the
provisions of this Article results in a well capable of producing Oil and/or Gas
in paying quantities, the Consenting Parties shall Complete and equip the well
to produce at their sole cost and risk, and the well shall then be turned over
to Operator (if the Operator did not conduct the operation) and shall be
operated by it at the expense and for the account of the Consenting Parties.
Upon commencement of operations for the drilling, Reworking, Sidetracking,
Recompleting, Deepening or Plugging Back of any such well by Consenting Parties
in accordance with the provisions of this Article, each Non-Consenting Party
shall be deemed to have relinquished to Consenting Parties, and the Consenting
Parties shall own and be entitled to receive, in proportion to their respective
interests, all of such Non-Consenting Party's interest in the well and share of
production therefrom or, in the case of a Reworking, Sidetracking,

                                      -6-




<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

Deepening, Recompleting or Plugging Back, or a Completion pursuant to Article
VI.C.1. Option No. 2, all of such Non-Consenting Party's interest in the
production obtained from the operation in which the Non-Consenting Party did not
elect to participate. Such relinquishment shall be effective until the proceeds
of the sale of such share, calculated at the well, or market value thereof if
such share is not sold (after deducting applicable ad valorem, production,
severance, and excise taxes, royalty, overriding royalty and other interests not
excepted by Article III.C. payable out of or measured by the production from
such well accruing with respect to such interest until it reverts), shall equal
the total of the following:

        (i) 100% of each such Non-Consenting Party's share of the cost of any
newly acquired surface equipment beyond the wellhead connections (including but
not limited to stock tanks, separators, treaters, pumping equipment and piping),
plus 100% of each such Non-Consenting Party's share of the cost of operation of
the well commencing with first production and continuing until each such
Non-Consenting Party's relinquished interest shall revert to it under other
provisions of this Article, it being agreed that each Non-Consenting Party's
share of such costs and equipment will be that interest which would have been
chargeable to such Non-Consenting Party had it participated in the well from the
beginning of the operations; and

        (ii) 400% of (a) that portion of the costs and expenses of drilling,
Reworking, Sidetracking, Deepening, Plugging Back, testing, Completing, and
Recompleting, after deducting any cash contributions received under Article
VIII.C., and of (b) that portion of the cost of newly acquired equipment in the
well (to and including the wellhead connections), which would have been
chargeable to such Non-Consenting Party if it had participated therein.

     Notwithstanding anything to the contrary in this Article VI.B., if the well
does not reach the deepest objective Zone described in the notice proposing the
well for reasons other than the encountering of granite or practically
impenetrable substance or other condition in the hole rendering further
operations impracticable, Operator shall give notice thereof to each
Non-Consenting Party who submitted or voted for an alternative proposal under
Article VI.B.6. to drill the well to a shallower Zone than the deepest objective
Zone proposed in the notice under which the well was drilled, and each such
Non-Consenting Party shall have the option to participate in the initial
proposed Completion of the well by paying its share of the cost of drilling the
well to its actual depth, calculated in the manner provided in Article VI.B.4.
(a). If any such Non-Consenting Party does not elect to participate in the first
Completion proposed for such well, the relinquishment provisions of this Article
VI.B.2. (b) shall apply to such party's interest.

        (c) Reworking, Recompleting or Plugging Back. An election not to
participate in the drilling, Sidetracking or Deepening of a well shall be deemed
an election not to participate in any Reworking, Recompletion or Plugging Back
operation proposed in such a well, or portion thereof, to which the initial
non-consent election applied that is conducted at any time prior to full
recovery by the Consenting Parties of Non-Consenting Party's recoupment amount.
Similarly, an election not to participate in the Completing or Recompleting of a
well shall be deemed an election not to participate in any Reworking operation
proposed in such a well, or portion thereof, to which the initial non-consent
election applied that is conducted at any time prior to full recovery by the
Consenting Parties of the Non-Consenting Party's recoupment amount. Any such
Reworking, Recompleting or Plugging Back operation conducted during the
recoupment period shall be deemed part of the cost of operation of said well and
there shall be added to the sums to be recouped by the Consenting Parties 200%
of that portion of the costs of the Reworking, Recompleting or Plugging Back
operation which would have been chargeable to such Non-Consenting Party had it
participated therein. If such a Reworking, Recompleting or Plugging Back
operation is proposed during such recoupment period, the provisions of this
Article VI.B. shall be applicable as between said Consenting Parties in said
well.

        (d) Recoupment Matters. During the period of time Consenting Parties are
entitled to receive Non-Consenting Party's share of production, or the proceeds
therefrom, Consenting Parties shall be responsible for the payment of all ad
valorem, production, severance, excise, gathering and other taxes, and all
royalty, overriding royalty and other burdens applicable to Non-Consenting
Party's share of production not excepted by Article III.C.

     In the case of any Reworking, Sidetracking, Plugging Back, Recompleting or
Deepening operation, the Consenting Parties shall be permitted to use, free of
cost, all casing, tubing and other equipment in the well, but the ownership of
all such equipment shall remain unchanged; and upon abandonment of a well after
such Reworking, Sidetracking, Plugging Back, Recompleting or Deepening, the
Consenting Parties shall account for all such equipment to the owners thereof,
with each party receiving its proportionate part in kind or in value, less cost
of salvage.

     Within ninety (90) days after the completion of any operation under this
Article, the party conducting the operations for the Consenting Parties shall
furnish each Non-Consenting Party with an inventory of the equipment in and
connected to well, and an itemized statement of the cost of drilling,
Sidetracking, Deepening, Plugging Back, testing, Completing, Recompleting, and
equipping the well for production; or, at its option, the operating party, in
lieu of an itemized statement of such costs of operation, may submit a detailed
statement of monthly billings. Each month thereafter, during the time the
Consenting Parties are being reimbursed as provided above, the party conducting
the operations for the Consenting Parties shall furnish the Non-Consenting
Parties with an itemized statement of all costs and liabilities incurred in the
operation of the well, together with a statement of the quantity of Oil and Gas
produced from it and the amount of proceeds realized from the sale of the well's
working interest production during the preceding month. In determining the
quantity of Oil and Gas produced during any month, Consenting Parties shall use
industry accepted methods such as but not limited to metering or periodic well
tests. Any amount realized from the sale or other disposition of equipment newly
acquired in connection with any such operation which would have been owned by a
Non-Consenting Party had it participated therein shall be credited against the
total unreturned costs of the work done and of the equipment purchased in
determining when the interest of such Non-Consenting Party shall revert to it as
above provided; and if there is a credit balance, it shall be paid to such
Non-Consenting Party.

     If and when the Consenting Parties recover from a Non-Consenting Party's
relinquished interest the amounts provided for above, the relinquished interests
of such Non-Consenting Party shall automatically revert to it as of 7:OO a.m. on
the day following the day on which such recoupment occurs, and, from and after
such reversion, such Non-Consenting Party shall own the same interest in such
well, the material and equipment in or pertaining thereto, and the production
therefrom as such Non-Consenting Party would have been entitled to had it
participated in the drilling, Sidetracking, Reworking, Deepening, Recompleting
or Plugging Back of said well. Thereafter, such Non-Consenting Party shall be
charged with and shall pay its proportionate part of the further costs of the
operation of said well in accordance with the terms of this agreement and
Exhibit "C" attached hereto.

     3. Stand-By Costs: When a well which has been drilled or Deepened has
reached its authorized depth and all tests have been completed and the results
thereof furnished to the parties, or when operations on the well have been
otherwise terminated pursuant to Article VI.P., stand-by costs incurred, pending
response to a party's notice proposing a Reworking,

                                      -7-




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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

Sidetracking, Deepening, Recompleting, Plugging Back or Completing operation in
such a well (including the period required under Article VI.B.6. to resolve
competing proposals) shall be charged and borne as part of the drilling or
Deepening operation just completed. Stand-by costs subsequent to all parties
responding, or expiration of the response time permitted, whichever first
occurs, and prior to agreement as to the participating interests of all
Consenting Parties pursuant to the terms of the second grammatical paragraph of
Article VI.B.2. (a), shall be charged to and borne as part of the proposed
operation, but if the proposal is subsequently withdrawn because of insufficient
participation, such stand-by costs shall be allocated between the Consenting
Parties in the proportion each Consenting Party's interest as shown on Exhibit
"A" bears to the total interest as shown on Exhibit "A" of all Consenting
Parties.

     In the event that notice for a Sidetracking operation is given while the
drilling rig to be utilized is on location, any party may request and receive up
to five (5) additional days after expiration of the forty-eight hour response
period specified in Article VI.B.l. within which to respond by paying for all
stand-by costs and other costs incurred during such extended response period;
Operator may require such party to pay the estimated stand-by time in advance as
a condition to extending the response period. If more than one party elects to
take, such additional time to respond to the notice, standby costs shall be
allocated between the parties taking additional time to respond on a day-to-day
basis in the proportion each electing party's interest as shown on Exhibit "A"
bears to the total interest as shown on Exhibit "A" of all the electing parties.

     4. Deepening: If less than all parties elect to participate in a drilling,
Sidetracking, or Deepening operation proposed pursuant to Article VI.B.1., the
interest relinquished by the Non-Consenting Parties to the Consenting Parties
under Article VI.B.2. shall relate only and be limited to the lesser of (i) the
total depth actually drilled or (ii) the objective depth or Zone of which the
parties were given notice under Article VI.B.1. ("Initial Objective"). Such well
shall not be Deepened beyond the Initial Objective without first complying with
this Article to afford the Non-Consenting Parties the opportunity to participate
in the Deepening operation.

     In the event any Consenting Party desires to drill or Deepen a Non-Consent
Well to a depth below the Initial Objective, such party shall give notice
thereof, complying with the requirements of Article VI.B.l., to all parties
(including Non-Consenting Parties). Thereupon, Articles VI.B.1. and 2. shall
apply and all parties receiving such notice shall have the right to participate
or not participate in the Deepening of such well pursuant to said Articles
VI.B.1. and 2. If a Deepening operation is approved pursuant to such provisions,
and if any Non-Consenting Party elects to participate in the Deepening
operation, such Non-Consenting party shall pay or make reimbursement (as the
case may be) of the following costs and expenses.

        (a) If the proposal to Deepen is made prior to the Completion of such
well as a well capable of producing in paying quantities, such Non-Consenting
Party shall pay (or reimburse Consenting Parties for, as the case may be) that
share of costs and expenses incurred in connection with the drilling of said
well from the surface to the Initial Objective which Non-Consenting Party would
have paid had such Non-Consenting Party agreed to participate therein, plus the
Non-Consenting Party's share of the cost of Deepening and of participating in
any further operations on the well in accordance with the other provisions of
this Agreement; provided, however, all costs for testing and Completion or
attempted Completion of the well incurred by Consenting Parties prior to the
point of actual operations to Deepen beyond the Initial Objective shall be for
the sole account of Consenting Parties.

        (b) If the proposal is made for a Non-Consent Well that has been
previously Completed as a well capable of producing in paying quantities, but is
no longer capable of producing in paying quantities, such Non-Consenting Party
shall pay (or reimburse Consenting Parties for, as the case may be) its
proportionate share of all costs of drilling, Completing, and equipping said
well from the surface to the Initial Objective, calculated in the manner
provided in paragraph (a) above, less those costs recouped by the Consenting
Parties from the sale of production from the well. The Non-Consenting Party
shall also pay its proportionate share of all costs of re-entering said well.
The Non-Consenting Parties' proportionate part (based on the percentage of such
well Non-Consenting Party would have owned had it previously participated in
such Non-Consent Well) of the costs of salvable materials and equipment
remaining in the hole and salvable surface equipment used in connection with
such well shall be determined in accordance with Exhibit "C." If the Consenting
Parties have recouped the cost of drilling, Completing, and equipping the well
at the time such Deepening operation is conducted, then a Non-Consenting Party
may participate in the Deepening of the well with no payment for costs incurred
prior to re-entering the well for Deepening.

     The foregoing shall not imply a right of any Consenting Party to propose
any Deepening for a Non-Consent Well prior to the drilling of such well to its
Initial Objective without the consent of the other Consenting Parties as
provided in Article VI.F.

     5. Sidetracking: Any party having the right to participate in a proposed
Sidetracking operation that does not own an interest in the affected wellbore at
the time of the notice shall, upon electing to participate, tender to the
wellbore owners its proportionate share (equal to its interest in the
Sidetracking operation) of the value of that portion of the existing wellbore to
be utilized as follows:

        (a) If the proposal is for Sidetracking an existing dry hole,
reimbursement shall be on the basis of the actual costs incurred in the initial
drilling of the well down to the depth at which the Sidetracking operation is
initiated.

        (b) If the proposal is for Sidetracking a well which has previously
produced, reimbursement shall be on the basis of such party's proportionate
share of drilling and equipping costs incurred in the initial drilling of the
well down to the depth at which the Sidetracking operation is conducted,
calculated in the manner described in Article VI.B.4(b) above. Such party's
proportionate share of the cost of the well's salvable materials and equipment
down to the depth at which the Sidetracking operation is initiated shall be
determined in accordance with the provisions of Exhibit "C."

     6. Order of Preference of Operations. Except as otherwise specifically
provided in this agreement, if any party desires to propose the conduct of an
operation that conflicts with a proposal that has been made by a party under
this Article VI, such party shall have fifteen (15) days from delivery of the
initial proposal, in the case of a proposal to drill a well or to perform an
operation on a well where no drilling rig is on location, or twenty-four (24)
hours, from delivery of the initial proposal, if a drilling rig is on
location for the well on which such operation is to be conducted, to deliver to
all parties entitled to participate in the proposed operation such party's
alternative proposal, such alternate proposal to contain the same information
required to be included in the initial proposal. Each party receiving such
proposals shall elect by delivery of notice to Operator within five (5) days
after expiration of the proposal period, or within twenty-four (24) hours if a
drilling rig is on location for the well that is the subject of the proposals,
to participate in one of the competing proposals. Any party not electing within
the time required shall be deemed not to have voted. The proposal receiving the
vote of parties owning the largest aggregate percentage interest of the parties
voting shall have priority over all other competing proposals; in the case of a
tie vote, the

                                       -8-




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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

initial proposal shall prevail. Operator shall deliver notice of such result to
all parties entitled to participate in the operation within five (5) days after
expiration of the election period (or within twenty-four (24) hours, exclusive
of Saturday, Sunday and legal holidays, if a drilling rig is on location). Each
party shall then have two (2) days (or twenty-four (24) hours if a rig is on
location) from receipt of such notice to elect by delivery of notice to Operator
to participate in such operation or to relinquish interest in the affected well
pursuant to the provisions of Article VI.B.2.; failure by a party to deliver
notice within such period shall be deemed an election not to participate in the
prevailing proposal.

     7. Conformity to Spacing Pattern. Notwithstanding the provisions of this
Article VI.B.2., it is agreed that no wells shall be proposed to be drilled to
or Completed in or produced from a Zone from which a well located elsewhere on
the Contract Area is producing, unless such well conforms to the then-existing
well spacing pattern for such Zone.

     8. Paving Wells. No party shall conduct any Reworking, Deepening, Plugging
Back, Completion, Recompletion, or Sidetracking operation under this agreement
with respect to any well then capable of producing in paying quantities except
with the consent of all parties that have not relinquished interests in the well
at the time of such operation.

C. COMPLETION OF WELLS; REWORKING AND PLUGGING BACK:

     1. Completion: Without the consent of all parties, no well shall be
drilled, Deepened or Sidetracked, except any well drilled, Deepened or
Sidetracked pursuant to the provisions of Article VI.B.2. of this agreement.
Consent to the drilling, Deepening or Sidetracking shall include:

[X]  Option No 2. All necessary expenditures for drilling, Deepening or
Sidetracking and testing of the well. When such well has reached its authorized
depth, and all logs, cores and other tests have been completed, and the results
thereof furnished to the parties, Operator shall give immediate notice to the
Non-Operators having the right to participate in a Completion attempt whether or
not Operator recommends attempting to Complete the well, together with
Operator's AFE for Completion costs if not previously provided. The parties
receiving such notice shall have forty-eight (48) hours in which to elect by
delivery of notice to Operator to participate in a recommended Completion
attempt or to make a Completion proposal with an accompanying AFE. Operator
shall deliver any such Completion proposal, or any Completion proposal
conflicting with Operator's proposal, to the other parties entitled to
participate in such Completion in accordance with the procedures specified in
Article VI.B.6. Election to participate in a Completion attempt shall include
consent, to all necessary expenditures for the Completing and equipping of such
well, including necessary tankage and/or surface facilities but excluding any
stimulation operation not contained on the Completion AFE. Failure of any party
receiving such notice to reply within the period above fixed shall constitute an
election by that party NOT to participate in the cost of the Completion attempt;
provided, that Article VI.B.6. shall control in the case of conflicting
Completion proposals. If one or more, but less than all of the parties, elect to
attempt a Completion, the provision of Article VI.B.2. hereof (the phrase
"Reworking, Sidetracking, Deepening, Recompleting or Plugging Back" as contained
in Article VI.B.2. shall be deemed to include "Completing") shall apply to the
operations thereafter conducted by less than all parties; provided, however,
that Article VI.B.2. shall apply separately to each separate Completion or
Recompletion attempt undertaken hereunder, and an election to become a
Non-Consenting Party as to one Completion or Recompletion attempt shall not
prevent a party from becoming a Consenting Party in subsequent Completion or
Recompletion attempts regardless whether the Consenting Parties as to earlier
Completions or Recompletion have recouped their costs pursuant to Article
VI.B.2.; provided further, that any recoupment of costs by a Consenting Party
shall be made solely from the production attributable to the Zone in which the
Completion attempt is made. Election by a previous Non-Consenting party to
participate in a subsequent Completion or Recompletion attempt shall require
such party to pay its proportionate share of the cost of salvable materials and
equipment installed in the well pursuant to the previous Completion or
Recompletion attempt, insofar and only insofar as such materials and equipment
benefit the Zone in which such party participates in a Completion attempt.

     2. Rework, Recomplete or Plug Back: No well shall be Reworked, Recompleted
or Plugged Back except a well Reworked, Recompleted, or Plugged Back pursuant to
the provisions of article VI.B.2. of this agreement. Consent to the Reworking,
Recompleting or Plugging Back of a well shall include all necessary expenditures
in conducting such operations and Completing and equipping of said well,
including necessary tankage and/or surface facilities.

D. OTHER OPERATIONS:

     Operator shall not undertake any single project reasonably estimated to
require an expenditure in excess of Fifty Thousand Dollars ($50,000.00) except
in connection with the drilling, Sidetracking, Reworking, Deepening, Completing,
Recompleting or Plugging Back of a well that has been previously authorized by
or pursuant to this agreement; provided, however, that, in case of explosion,
fire, flood or other sudden emergency, whether of the same or different nature,
Operator may take such steps and incur such expenses as in its opinion are
required to deal with the emergency to safeguard life and property but Operator,
as promptly as possible, shall report the emergency to the other parties. If
Operator prepares an AFE for its own use, Operator shall furnish any
Non-Operator so requesting an information copy thereof for any single project
costing in excess of Twenty-five Thousand Dollars ($25,000.00). Any party who
has not relinquished its interest in a well shall have the right to propose that
Operator perform repair work or undertake the installation of artificial lift
equipment or ancillary production facilities such as salt water disposal wells
or to conduct additional work with respect to a well drilled hereunder or other
similar project (but not including the installation of gathering lines or other
transportation or marketing facilities, the installation of which shall be
governed by separate agreement between the parties) reasonably estimated to
require an expenditure in excess of the amount first set forth above in this
Article VI.D. (except in connection with an operation required to be proposed
under Articles VI.B.1. or VI.C.l. Option No. 2, which shall be governed
exclusively be those Articles). Operator shall deliver such proposal to all
parties entitled to participate therein. If within thirty (30) days thereof
Operator secures the written consent of any party or parties owning at least 51%
of the interests of the parties entitled to participate in such operation, each
party having the right to participate in such project shall be bound by the
terms of such proposal and shall be obligated to pay its proportionate share of
the costs of the proposed project as if it had consented to such project
pursuant to the terms of the proposal.

E. ABANDONMENT OF WELLS:

     1. Abandonment of Dry Holes: Except for any well drilled or Deepened
pursuant to Article VI.B.2., any well which has been drilled or Deepened under
the terms of this agreement and is proposed to be completed as a dry hole shall
not be

                                      -9-

<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

plugged and abandoned without the consent of all parties. Should Operator, after
diligent effort, be unable to contact any party, or should any party fail to
reply within forty-eight (48) hours after delivery of notice of the proposal to
plug and abandon such well, such party shall be deemed to have consented to the
proposed abandonment. All such wells shall be plugged and abandoned in
accordance with applicable regulations and at the cost, risk and expense of the
parties who participated in the cost of drilling or Deepening such well. Any
party who objects to plugging and abandoning such well by notice delivered to
Operator within forty-eight (48) hours after delivery of notice of the proposed
plugging shall take over the well as of the end of such forty-eight (48) hour
notice period and conduct further operations in search of Oil and/or Gas subject
to the provisions of Article VI.B.; failure of such party to provide proof
reasonably satisfactory to Operator of its financial capability to conduct such
operations or to take over the well within such period or thereafter to conduct
operations on such well or plug and abandon such well shall entitle Operator to
retain or take possession of the well and plug and abandon the well. The Party
taking over the well shall indemnify Operator (if Operator is an abandoning
party) and the other abandoning parties against liability for any further
operations conducted on such well except for the costs of plugging and
abandoning the well and restoring the surface, for which the abandoning parties
shall remain proportionately liable.

     2. Abandonment of Wells That Have Produced: Except for any well in which a
Non-Consent operation has been conducted hereunder for which the Consenting
Parties have not been fully reimbursed as herein provided, any well which has
been completed as production, whether or not such well has produced, shall not
be plugged and abandoned without the consent of all parties. If all parties
consent to such abandonment, the well shall be plugged and abandoned in
accordance with applicable regulations and at the cost, risk and expense of all
the parties hereto. Failure of a party to reply within sixty (60) days of
delivery of notice of proposed abandonment shall be deemed an election to
consent to the proposal. If, within sixty (60) days after delivery of notice of
the proposed abandonment of any well, all parties do not agree to the
abandonment of such well, those wishing to continue its operation from the Zone
then open to production shall be obligated to take over the well as of the
expiration of the applicable notice period and shall indemnify Operator (if
Operator is an abandoning party) and the other abandoning parties against
liability for any further operations on the well conducted by such parties.
Failure of such party or parties to provide proof reasonably satisfactory to
Operator of their financial capability to conduct such operations or to take
over the well within the required period or thereafter to conduct operations on
such well shall entitle operator to retain or take possession of such well and
plug and/abandon the well.

     Parties taking over a well as provided herein shall tender to each of the
other parties its proportionate share of the value of the well's salvable
material and equipment, determined in accordance with the provisions of Exhibit
"C," less the estimated cost of salvaging and the estimated cost of plugging and
abandoning and restoring the surface; provided, however, that in the event the
estimated plugging and abandoning and surface restoration costs and the
estimated cost of salvaging are higher than the value of the well's salvable
material and equipment, each of the abandoning parties shall tender to the
parties continuing operations their proportionate shares of the estimated excess
cost. Each abandoning party shall assign to the non-abandoning parties, without
warranty, express or implied, as to title or as to quantity, or fitness for use
of the equipment and material, all of its interest in the wellbore of the well
and related equipment, together with its interest in the Leasehold insofar and
only insofar as such Leasehold covers the right to obtain production from that
wellbore in the Zone then open to production. If the interest of the abandoning
party is or includes and Oil any Gas Interest, such party shall execute and
deliver to the non-abandoning party or parties an oil and gas lease, limited to
the wellbore and the Zone then open to production, for a term of one (1) year
and so long thereafter as Oil and/or Gas is produced from the Zone covered
thereby, such lease to be on the form attached as Exhibit "B." The assignments
or leases so limited shall encompass the Drilling Unit upon which the well is
located. The payments by, and the assignments or leases to, the assignees shall
be in a ratio based upon the relationship of their respective percentage of
participation in the Contract Area to the aggregate of the percentages of
participation in the Contract Area of all assignees. There shall be no
readjustment of interests in the remaining portions of the Contract Area.

     Thereafter, abandoning parties shall have no further responsibility,
liability, or interest in the operation of or production from the well in the
Zone then open other than the royalties retained in any lease made under the
terms of this Article. Upon request, Operator shall continue to operate the
assigned well for the account of the non-abandoning parties at the rates and
charges contemplated by this agreement, plus any additional cost and charges
which may arise as the result of the separate ownership of the assigned well.
Upon proposed abandonment of the producing Zone assigned or leased, the assignor
or lessor shall then have the option to repurchase its prior interest in the
well (using the same valuation formula) and participate in further operations
therein subject to the provisions hereof.

     3. Abandonment of Non-Consent Operations: The provisions of Article VI.E.1.
or VI.E.2. above shall be applicable as between Consenting Parties in the event
of the proposed abandonment of any well excepted from said Articles; provided,
however, no well shall be permanently plugged and abandoned unless and until all
parties having the right to conduct further operations therein have been
notified of the proposed abandonment and afforded the opportunity to elect to
take over the well in accordance with the provisions of this Article VI.E.1 and
provided further, that Non-Consenting Parties who own an interest in a portion
of the well shall pay their proportionate shares of abandonment and surface
restoration cost for such well as provided in Article VI.B.2.(b).

F. TERMINATION OF OPERATIONS:

     Upon the commencement of an operation for the drilling, Reworking,
Sidetracking, Plugging Back, Deepening, testing, Completion or plugging of a
well, including but not limited to the Initial Well, such operation shall not be
terminated without consent of parties bearing 75% of the costs of such
operation; provided, however, that in the event granite or other practically
impenetrable substance or condition in the hole is encountered which renders
further operations impractical, Operator may discontinue operations and give
notice of such condition in the manner provided in Article VI.B.1, and the
provisions of Article VI.B. or VI.E. shall thereafter apply to such operation,
as appropriate.

G. TAKING PRODUCTION IN KIND:

    [X]  OPTION NO. 1: GAS BALANCING AGREEMENT ATTACHED

     Each party shall have the right to take in kind or separately dispose of
its proportionate share of all Oil and Gas produced from the Contract Area,
exclusive of production which may be used in development and producing
operations and in preparing and treating Oil and Gas for marketing purposes and
production unavoidably lost. Any extra expenditure incurred in the taking in
kind or separate disposition by any party of its proportionate share of the
production shall be borne by such party. Any party taking its share of
production in kind shall be required to pay for only its proportionate share of
such part of Operator's surface facilities which it uses.

     Each party shall execute such division orders and contracts as may be
necessary for the sale of its interest in

                                      -10-




<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

production from the Contract Area, and, except as provided in Article VII.B.,
shall be entitled to receive payment




<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

directly from the purchaser thereof for its share of all production.

     If any party fails to make the arrangements necessary to take in kind or
separately dispose of its proportionate share of the Oil produced from the
Contract Area, Operator shall have the right, subject to the revocation at will
by the party owning it, but not the obligation, to purchase such Oil and/or Gas
or sell it to others at any time and from time to time, for the account of the
non-taking party. Any such purchase or sale by Operator may be terminated by
Operator upon at least ten (10) days written notice to the owner of said
production and shall be subject always to the right of the owner of the
production upon at least ten (10) days written notice to Operator to exercise at
any time its right to take in kind, or separately dispose of, its share of all
Oil and/or Gas not previously delivered to a purchaser. Any purchase or sale by
Operator of any other party's share of Oil and/or Gas shall be only for such
reasonable periods of time as are consistent with the minimum needs of the
industry under the particular circumstances, but in no event for a period in
excess of one (1) year.

     Any such sale by Operator shall be in a manner commercially reasonable
under the circumstances but Operator shall have no duty to share any existing
market or to obtain a price equal to that received under any existing market.
The sale or delivery by Operator of a non-taking party's share of Oil under the
terms of any existing contract of Operator shall not give the non-taking party
any interest in or make the non-taking party a party to said contract. No
purchase shall be made by Operator without first giving the non-taking party at
least ten (10) days written notice of such intended purchase and the price to be
paid or the pricing basis to be used.

     All parties shall give timely written notice to Operator of their Gas
marketing arrangements for the following month, excluding price, and shall
notify Operator immediately in the event of a change in such arrangements.
Operator shall maintain records of all marketing arrangements, and of volumes
actually sold or transported, which records shall be made available to
Non-Operators upon reasonable request.

     In the event one or more parties' separate disposition of its share of the
Gas causes split-stream deliveries to separate pipelines and/or deliveries which
on a day-to-day basis for any reason are not exactly equal to a party's
respective proportionate share of total Gas sales to be allocated to it, the
balancing or accounting between the parties shall be in accordance with any Gas
balancing agreement between the parties hereto, whether such an agreement is
attached as Exhibit "E" or is a separate agreement. Operator shall give notice
to all parties of the first sales of Gas from any well under this agreement.

                                  ARTICLE VII.
                      EXPENDITURES AND LIABILITY OF PARTIES

A. LIABILITY OF PARTIES:

     The liability of the parties shall be several, not joint or collective.
Each party shall be responsible only for its obligations, and shall be liable
only for its proportionate share of the costs of developing and operating the
Contract Area. Accordingly, the liens granted among the parties in Article
VII.B. are given to secure only the debts of each severally, and no party shall
have any liability to third parties hereunder to satisfy the default of any
other party in the payment of any expense or obligation hereunder. It is not the
intention of the parties to create, nor shall this agreement be construed as
creating, a mining or other partnership, joint venture, agency relationship or
association, or to render the parties liable as partners, co-venturers, or
principals. In their relations with each other under this agreement, the parties
shall not be considered fiduciaries or to have established a confidential
relationship but rather shall be free to act on an arm's-length basis in
accordance with their own respective self-interest, subject, however, to the
obligation of the parties to act in good faith in their dealings with each other
with respect to activities hereunder.

                                      -11-




<PAGE>

A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

B. LIENS AND SECURITY INTERESTS:

     Each party grants to the other parties hereto a lien upon any interest it
now owns or hereafter acquires in Oil and Gas Leases and Oil and Gas Interests
in the Contract Area, and a security interest and/or purchase money security
interest in any interest it now owns or hereafter acquires in the personal
property and fixtures on or used or obtained for use in connection therewith, to
secure performance of all of its obligations under this agreement including but
not limited to payment of expense, interest and fees, the proper disbursement of
all monies paid hereunder, the assignment or relinquishment of interest in Oil
and Gas Leases as required hereunder, and the proper performance of operations
hereunder. Such lien and security interest granted by each party hereto shall
include such party's leasehold interests, working interests, operating rights,
and royalty and overriding royalty interests in the Contract Area now owned or
hereafter acquired and in lands pooled or unitized therewith or otherwise
becoming subject to this agreement, the Oil and Gas when extracted therefrom and
equipment situated thereon or used or obtained for use in connection therewith
(including, without limitation, all wells, tools, and tubular goods), and
accounts (including, without limitation, accounts arising from gas imbalances or
from the sale of Oil and/or Gas at the wellhead), contract rights, inventory and
general intangibles relating thereto or arising therefrom, and all proceeds and
products of the foregoing.

     To perfect the lien and security agreement provided herein, each party
hereto shall execute and acknowledge the recording supplement and/or any
financing statement prepared and submitted by any party hereto in conjunction
herewith or at any time following execution hereof, and Operator is authorized
to file this agreement or the recording supplement executed herewith as a lien
or mortgage in the applicable real estate records and as a financing statement
with the proper officer under the Uniform Commercial Code in the state in which
the Contract Area is situated and such other states as Operator shall deem
appropriate to perfect the security interest granted hereunder. Any party may
file this agreement, the recording supplement executed herewith, or such other
documents as it deems necessary as a lien or mortgage in the applicable real
estate records and/or a financing statement with the proper officer under the
Uniform Commercial Code.

     Each party represents and warrants to the other parties hereto that the
lien and security interest granted by such party to the other parties shall be a
first and prior lien, and each party hereby agrees to maintain the priority of
said lien and security interest against all persons acquiring an interest in Oil
and Gas Leases and Interests covered by this agreement by, through or under such
party. All parties acquiring an interest in Oil and Gas Leases and Oil and Gas
Interests covered by this agreement, whether by assignment, merger, mortgage,
operation of law, or otherwise, shall be deemed to have taken subject to the
lien and security interest granted by this Article VII.B. as to all obligations
attributable to such interest hereunder whether or not such obligations arise
before or after such interest is acquired.

     To the extent that parties have a security interest under the Uniform
Commercial Code of the state in which the Contract Area is situated, they shall
be entitled to exercise the rights and remedies of a secured party under the
Code. The bringing of a suit and the obtaining of judgment by a party for the
secured indebtedness shall not be deemed an election of remedies or otherwise
affect the lien rights or security interest as security for the payment thereof.
In addition, upon default by any party in the payment of its share of expenses,
interests or fees, or upon the improper use of funds by the Operator, the other
parties shall have the right, without prejudice to other rights or remedies, to
collect from the purchaser the proceeds from the sale of such defaulting party's
share of Oil and Gas until the amount owed by such party, plus interest as
provided in "Exhibit C," has been received, and shall have the right to offset
the amount owed against the proceeds from the sale of such defaulting party's
share of Oil and Gas. All purchasers of production may rely on a notification of
default from the non-defaulting party or parties stating the amount due as a
result of the default, and all parties waive any recourse available against
purchasers for releasing production proceeds as provided in this paragraph.

     If my Party fails to pay its share of cost within one hundred twenty (120)
days after rendition of a statement therefor by Operator, the non-defaulting
parties, including Operator, shall upon request by Operator, pay the unpaid
amount in proportion that the interest of each such party bears to the interest
of all such parties. The amount paid by each party so paying its share of the
unpaid amount shall be secured by the liens and security rights described in
Article VII-B., and each paying party may independently pursue any remedy
available hereunder or otherwise.

     If any party does not perform all of its obligations hereunder, and the
failure to perform subjects such party to foreclosure or execution proceedings
pursuant to the provisions of this agreement, to the extent allowed by governing
law, the defaulting party waives any available right of redemption from and
after the date of judgment, any required valuation or appraisement of the
mortgaged or secured property prior to sale, any available right to stay
execution or to require a marshaling of assets and any required bond in the
event a receiver is appointed. In addition, to the extent permitted by
applicable law, each party hereby grants to the other parties a power of sale as
to any property that is subject to the lien and security rights granted
hereunder, such power to be exercised in the manner provided by applicable law
or otherwise in a commercially reasonable manner and upon reasonable notice.

     Each party agrees that the other parties shall be entitled to utilize the
provisions of Oil and Gas lien law or other lien law of any state in which the
Contract Area is situated to enforce the obligations of each party hereunder.
Without limiting the generality of the foregoing, to the extent permitted by
applicable law, Non-Operators agree that Operator may invoke or utilize the
mechanics' or materialmen's lien law of the state in which the Contract Area is
situated in order to secure the payment to Operator of any sum due hereunder for
services performed or materials supplied by Operator.

C. ADVANCES:

     Operator, at its election, shall have the right from time to time to demand
and receive from one or more of the other parties payment in advance of their
respective shares of the estimated amount of the expense to be incurred in
operations hereunder during the next succeeding month, which right may be
exercised only by submission to each such party of an itemized statement of such
estimated expense, together with an invoice for its share thereof. Each such
statement and invoice for the payment in advance of estimated expense shall be
submitted on or before the 20th day of the next preceding month. Each party
shall pay to Operator its proportionate share of such estimate within fifteen
(15) days after such estimate and invoice is received. If any party fails to pay
its share of said estimate within said time, the amount due shall bear interest
as provided in Exhibit "C" until paid. Proper adjustment shall be made monthly
between advances and actual expense to the end that each party shall bear and
pay its proportionate share of actual expenses incurred, and no more.

D. DEFAULTS AND REMEDIES:

     If any party fails to discharge any financial obligation under this
agreement, including without limitation the failure to make any advance under
the preceding Article VII.C. or any other provision of this agreement, within
the period required for such payment hereunder, then in addition to the remedies
provided in Article VII.B. or elsewhere in this agreement, the remedies
specified below shall be applicable. For purposes of this Article VII.D., all
notices and elections shall be delivered


                                      -12-

<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989


only by Operator, except that Operator shall deliver any such notice and
election requested by a non-defaulting Non-Operator, and when Operator is the
party in default, the applicable notices and elections can be delivered by any
Non-Operator. Election of any one or more of the following remedies shall not
preclude the subsequent use of any other remedy specified below or otherwise
available to a non-defaulting party.

     1. Suspension of Rights: Any party may deliver to the party in default a
Notice of Default, which shall specify the default, specify the action to be
taken to cure the default, and specify that failure to take such action will
result in the exercise of one or more of the remedies provided in this Article.
If the default is not cured within thirty (30) days of the delivery of such
Notice of Default, all of the rights of the defaulting party granted by this
agreement may upon notice be suspended until the default is cured, without
prejudice to the right of the non-defaulting party or parties to continue to
enforce the obligations of the defaulting party previously accrued or thereafter
accruing under this agreement. If Operator is the party in default, the
Non-Operators shall have in addition the right, by vote of Non-Operators owning
a majority in interest in the Contract Area after excluding the voting interest
of Operator, to appoint a new Operator effective immediately. The rights of a
defaulting party that may be suspended hereunder at the election of the
non-defaulting parties shall include, without limitation, the right to receive
information as to any operation conducted hereunder during the period of such
default, the right to elect to participate in an operation proposed under
Article VI.B. of this agreement, the right to participate in an operation being
conducted under this agreement even if the party has previously elected to
participate in such operation, and the right to receive proceeds of production
from any well subject to this agreement.

     2. Suit for Damages: Non-defaulting parties or Operator for the benefit of
non-defaulting parties may sue (at joint account expense) to collect the amounts
in default, plus interest accruing on the amounts recovered from the date of
default until the date of collection at the rate specified in Exhibit "C"
attached hereto. Nothing herein shall prevent any party from suing any
defaulting party to collect consequential damages accruing to such party as a
result of the default.

     3. Deemed Non-Consent: The non-defaulting party may deliver a written
Notice of Non-Consent Election to the defaulting party at any time after the
expiration of the thirty-day cure period following delivery of the Notice of
Default, in which event if the billing is for the drilling a new well or the
Plugging Back, Sidetracking, Reworking or Deepening of a well which is to be or
has been plugged as a dry hole, or for the Completion or Recompletion of any
well, the defaulting party will be conclusively deemed to have elected not to
participate in the operation and to be a Non-Consenting Party with respect
thereto under Article VI.B. or VI.C., as the case may be, to the extent of the
costs unpaid by such party, notwithstanding any election to participate
theretofore made.

     Until the delivery of such Notice of Non-Consent Election to the defaulting
party, such party shall have the right to cure its default by paying its unpaid
share of costs plus interest at the rate set forth in Exhibit "C," provided,
however, such payment shall not prejudice the rights of the non-defaulting
parties to pursue remedies for damages incurred by the non-defaulting parties as
a result of the default. Any interest relinquished pursuant to this Article
VII.D.3. shall be offered to the non-defaulting parties in proportion to their
interests, and the non-defaulting parties electing to participate in the
ownership of such interest shall be required to contribute their shares of the
defaulted amount upon their election to participate therein.

     4. Advance Payment: If a default is not cured within thirty (30) days of
the delivery of a Notice of Default, Operator, or Non-Operators if Operator is
the defaulting party, may thereafter require advance payment from the defaulting
party of such defaulting party's anticipated share of any item of expense for
which Operator, or Non-Operators, as the case may be, would be entitled to
reimbursement under any provision of this agreement, whether or not such expense
was the subject of the previous default. Such right includes, is not limited to,
the right to require advance payment for the estimated costs of drilling a well
or Completion of a well as to which an election to participate in drilling or
Completion has been made. If the defaulting party fails to pay the required
advance payment, the non-defaulting parties may pursue any of the remedies
provided in the Article VII.D. or any other default remedy provided elsewhere in
this agreement. Any excess of funds advanced remaining when the operation is
completed and all costs have been paid shall be promptly returned to the
advancing party.

     5. Costs and Attorneys' Fees: In the event any party is required to bring
legal proceedings to enforce any financial obligation of a party hereunder, the
prevailing party in such action shall be entitled to recover all court costs,
costs of collection, and a reasonable attorney's fee, which the lien provided
for herein shall also secure.

E. RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROYALTIES:

     Rentals, shut-in well payments and minimum royalties which may be required
under the terms of any lease shall be paid by the party or parties who subjected
such lease to this agreement at its or their expense. In the event two or more
parties own and have contributed interests in the same lease to this agreement,
such parties may designate one of such parties to make said payments for and on
behalf of all such parties. Any party may request, and shall be entitled to
receive, proper evidence of all such payments. In the event of failure to make
proper payment of any rental, shut-in well payment or minimum royalty through
mistake or oversight where such payment is required to continue the lease in
force, any loss which results from such non-payment shall be borne in accordance
with the provisions of Article IV.B.2.

     Operator shall notify Non-Operators of the anticipated completion of a
shut-in well, or the shutting in or return to production of a producing well, at
least five (5) days (excluding Saturday, Sunday, and legal holidays) prior to
taking such action, or at the earliest opportunity permitted by circumstances,
but assumes no liability for failure to do so. In the event of failure by
Operator to so notify Non-Operators, the loss of any lease contributed hereto by
Non-Operators for failure to make timely payments of any shut-in well payment
shall be borne jointly by the parties hereto under the provisions of Article
IV.B.3.

F. TAXES:

     Beginning with the first calendar year after the effective date hereof,
Operator shall render for ad valorem taxation all property subject to this
agreement which by law should be rendered for such taxes, and it shall pay all
such taxes assessed thereon before they become delinquent. Prior to the
rendition date, each Non-Operator shall furnish Operator information as to
burdens (to include, but not be limited to, royalties, overriding royalties and
production payments) on Leases and Oil and Gas Interests contributed by such
Non-Operator. If the assessed valuation of any Lease is reduced by reason of its
being subject to outstanding excess royalties, overriding royalties or
production payments, the reduction in ad valorem taxes resulting therefrom shall
inure to the benefit of the owner or owners of such Lease, and Operator shall
adjust the charge to such owner or owners so as to reflect the benefit of such
reduction. If the ad valorem taxes are based in whole or in part upon separate
valuations of each party's working interest, then notwithstanding anything to
the contrary herein, charges to the joint account shall be made and paid by the
parties hereto in accordance with the tax value generated by each party's
working interest. Operator shall bill the other parties for their proportionate
shares of all tax payments in the manner provided in Exhibit "C."

                                      -13-




<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

     If Operator considers any tax assessment improper, Operator may, at its
discretion, protest within the time and manner prescribed by law, and prosecute
the protest to a final determination, unless all parties agree to abandon the
protest prior to final determination. During the pendency of administrative or
judicial proceedings, Operator may elect to pay, under protest, all such taxes
and any interest and penalty. When any such protested assessment shall have been
finally determined, Operator shall pay the tax for the joint account, together
with any interest and penalty accrued, and the total cost shall then be assessed
against the parties, and be paid by them, as provided in Exhibit "C."

     Each party shall pay or cause to be paid all production, severance, excise,
gathering and other taxes imposed upon or with respect to the production or
handling of such party's share of Oil and Gas produced under the terms of this
agreement.


                                  ARTICLE VIII.
                ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST

A. SURRENDER OF LEASES:

     The Leases covered by this agreement, insofar as they embrace acreage in
the Contract Area, shall not be surrendered in whole or in part unless all
parties consent thereto.

     However, should any party desire to surrender its interest in any Lease or
in any portion thereof, such party shall give written notice of the proposed
surrender to all parties, and the parties to whom such notice is delivered shall
have thirty (30) days after delivery of the notice within which to notify the
party proposing the surrender whether they elect to consent thereto. Failure of
a party to whom such notice is delivered to reply within said 30-day period
shall constitute a consent to the surrender of the Leases described in the
notice. If all parties do not agree or consent thereto, the party desiring to
surrender shall assign, without express or implied warranty of title, all of its
interest in such Lease, or portion thereof, and any well, material and equipment
which may be located thereon and any rights in production thereafter secured, to
the parties not consenting to such surrender. If the interest of the assigning
party is or includes an Oil and Gas Interest, the assigning party shall execute
and deliver to the party or parties not consenting to such surrender an oil and
gas lease covering such Oil and Gas Interest for a term of one (1) year and so
long thereafter as Oil and/or Gas is produced from the land covered, thereby.
Upon such assignment or lease, the assigning party shall be relieved from all
obligations thereafter accruing, but not theretofore accrued, with respect to
the interest assigned or leased and the operation of any well attributable
thereto, and the assigning party shall have no further interest in the assigned
or leased premises and its equipment and production other than the royalties
retained in any lease made under the terms of this Article. The party assignee
or lessee shall pay to the party assignor or lessor the reasonable salvage value
of the latter's interest in any well's salvable materials and equipment
attributable to the assigned or leased acreage. The value of all salvable
materials and equipment shall be determined in accordance with the provisions of
Exhibit "C," less the estimated cost of salvaging and the estimated cost of
plugging and abandoning and restoring the surface. If such value is less than
such costs, then the party assignor or lessor shall pay to the party assignee or
lessee the amount of such deficit. If the assignment or lease is in favor of
more than one party, the interest shall be shared by such parties in the
proportions that the interest of each bears to the total interest of all such
parties. If the interest of the parties to whom the assignment is to be made
varies according to depth, then the interest assigned shall similarly reflect
such variances.

     Any assignment, lease or surrender made under this provision shall not
reduce or change the assignor's, lessor's or surrendering party's interest as it
was immediately before the assignment, lease or surrender in the balance of the
Contract Area; and the acreage assigned, leased or surrendered, and subsequent
operations thereon, shall not thereafter be subject to the terms and provisions
of this agreement but shall be deemed subject to an Operating Agreement in the
form of this agreement.

B. RENEWAL OR EXTENSION OF LEASES:

     If any party secures a renewal or replacement of an Oil and Gas Lease or
Interest subject to this agreement, then all other parties shall be notified
promptly upon such acquisition or, in the case of a replacement Lease taken
before expiration of an existing Lease, promptly upon expiration of the existing
Lease. The parties notified shall have the right for a period of thirty (30)
days following delivery of such notice in which to elect to participate in the
ownership of the renewal or replacement Lease, insofar as such Lease affects
lands within the Contract Area, by paying to the party who acquired it their
proportionate shares of the acquisition cost allocated to that part of such
Lease within the Contract Area, which shall be in proportion to the interest
held at that time by the parties in the Contract Area. Each party who
participates in the purchase of a renewal or replacement Lease shall be given an
assignment of its proportionate interest therein by the acquiring party.

     If some, but less than all, of the parties elect to participate in the
purchase of a renewal or replacement Lease, it shall be owned by the parties who
elect to participate therein, in a ratio based upon the relationship of their
respective percentage of participation in the Contract Area to the aggregate of
the percentages of participation in the Contract Area of all parties
participating in the purchase of such renewal or replacement Lease. The
acquisition of a renewal or replacement Lease by any or all of the parties
hereto shall not cause a readjustment of the interests of the parties stated in
Exhibit "A," but any renewal or replacement Lease in which less than all parties
elect to participate shall not be subject to this agreement but shall be deemed
subject to a separate Operating Agreement in the form of this agreement.

     If the interests of the parties in the Contract Area vary according to
depth, then their right to participate proportionately in renewal or replacement
Leases and their right to receive an assignment of interest shall also reflect
such depth variances.

     The provisions of this Article shall apply to renewal or replacement Leases
whether they are for the entire interest covered by the expiring Lease or cover
only a portion of its area or an interest therein. Any renewal or replacement
Lease taken before the expiration of its predecessor Lease, or taken or
contracted for or becoming effective within six (6) months after the expiration
of the existing Lease, shall be subject to this provision so long as this
agreement is in effect at the time of such acquisition or at the time the
renewal or replacement Lease becomes effective; but any Lease taken or
contracted for more than six (6) months after the expiration of an existing
Lease shall not be deemed a renewal or replacement Lease and shall not be
subject to the provisions of this agreement.

     The provisions in this Article shall also be applicable to extensions of
Oil and Gas Leases.

C. ACREAGE OR CASH CONTRIBUTIONS:

     While this agreement is in force, if any party contracts for a contribution
of cash towards the drilling of a well or any other operation on the Contract
Area, such contribution shall be paid to the party who conducted the drilling or
other operation and shall be applied by it against the cost of such drilling or
other operation. If the contribution be in the form of acreage, the party to
whom the contribution is made shall promptly tender an assignment of the
acreage, without warranty of title, to the Drilling Parties in the proportions
said Drilling Parties shared the cost of drilling the well. Such acreage shall
become a separate Contract Area and, to the extent possible, be governed by
provisions identical to this agreement. Each party shall promptly notify all
other parties of any acreage or cash contributions it may obtain in support of
any well or any other operation on the Contract Area. The above provisions shall
also be applicable to optional rights to earn acreage outside the Contract Area
which are in support of well drilled inside Contract Area.


                                      -14-




<PAGE>


A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

     If any party contracts for any consideration relating to disposition of
such party's share of substances produced hereunder, such consideration shall
not be deemed a contribution as contemplated in this Article VIII.C.

D. ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST:

     For the purpose of maintaining uniformity of ownership in the Contract Area
in the Oil and Gas Leases, Oil and Gas Interests, wells, equipment and
production covered by this agreement no party shall sell, encumber, transfer or
make other disposition of its interest in the Oil and Gas Leases and Oil and Gas
Interests embraced within the Contract Area or in wells, equipment and
production unless such disposition covers either:

     1. the entire interest of the party in all Oil and Gas Leases, Oil and Gas
Interests, wells, equipment and production; or

     2. an equal undivided percent of the party's present interest in all Oil
and Gas Leases, Oil and Gas Interests, wells, equipment and production in the
Contract Area.

     Every sale, encumbrance, transfer or other disposition made by any party
shall be made expressly subject to this agreement and shall be made without
prejudice to the right of the other parties, and any transferee of an ownership
interest in any Oil and Gas Lease or Interest shall be deemed a party to this
agreement as to the interest conveyed from and after the effective date of the
transfer of ownership; provided, however, that the other parties shall not be
required to recognize any such sale, encumbrance, transfer or other disposition
for any purpose hereunder until thirty (30) days after they have received a copy
of the instrument of transfer or other satisfactory evidence thereof in writing
from the transferor or transferee. No assignment or other disposition of
interest by a party shall relieve such party of obligations previously incurred
by such party hereunder with respect to the interest transferred, including
without limitation the obligation of a party to pay all costs attributable to
an operation conducted hereunder in which such party has agreed to participate
prior to making such assignment, and the lien and security interest granted by
Article VII.B. shall continue to burden the interest transferred to secure
payment of any such obligations.

     If, at any time the interest of any party is divided among and owned by
four or more co-owners, Operator, at its discretion, may require such co-owners
to appoint a single trustee or agent with full authority to receive notices,
approve expenditures, receive billings for and approve and pay such party's
share of the joint expenses, and to deal generally with, and with power to bind,
the co-owners of such party's interest within the scope of the operations
embraced in this agreement; however, all such co-owners shall have the right to
enter into and execute all contracts or agreements for the disposition of their
respective shares of the Oil and Gas produced from the Contract Area and they
shall have the right to receive, separately, payment of the sale proceeds
thereof.

E. WAIVER OF RIGHTS TO PARTITION:

     If permitted by the laws of the state or states in which the property
covered hereby is located, each party hereto owning an undivided interest in the
Contract Area waives any and all rights it may have to partition and have set
aside to it in severalty its undivided interest therein.


                                  ARTICLE IX.
                         INTERNAL REVENUE CODE ELECTION

     If, for federal income tax purposes, this agreement and the operations
hereunder are regarded as a partnership, and if the parties have not otherwise
agreed to form a tax partnership pursuant to Exhibit "G" or other agreement
between them, each party thereby affected elects to be excluded from the
application of all of the provisions of Subchapter "K," Chapter 1, Subtitle "A,"
of the Internal Revenue Code of 1986, as amended ("Code"), as permitted and
authorized by Section 761 of the Code and the regulations promulgated
thereunder. Operator is authorized and directed to execute on behalf of each
party hereby affected such evidence of this election as may be required by the
Secretary of the Treasury of the United States or the Federal Internal Revenue
Service, including specifically, but not by way of limitation, all of the
returns, statements, and the data required by Treasury Regulation Section 1.761.
Should there be any requirement that each party hereby affected give further
evidence of this election, each such party shall execute such documents and
furnish such other evidence as may be required by the Federal Internal Revenue
Service or as may be necessary to evidence this election. No such party shall
give any notices or take any other action inconsistent with the election made
hereby. If any present or future income tax laws of the state or states in which
the Contract Area is located or any future income tax laws of the United States
contain provisions similar to those in Subchapter "K," Chapter 1, Subtitle "A,"
of the Code, under which an election similar to that provided by Section 761 of
the Code is permitted, each party hereby affected shall make such election as
may be permitted or required by such laws. In making the foregoing election,
each such party states that the income derived by such party from operations
hereunder can be adequately determined without the computation of partnership
taxable income.

                                   ARTICLE X.
                              CLAIMS AND LAWSUITS

     Operator may settle any single uninsured third party damage claim or suit
arising from operations hereunder if the expenditure does not exceed Twenty-five
Thousand Dollars ($25,000.00) and if the payment is in complete settlement of
such claim or suit. If the amount required for settlement exceeds the above
amount, the parties hereto shall assume and take over the further handling of
the claim or suit; unless such authority is delegated to Operator. All costs and
expenses of handling settling, or otherwise discharging such claim or suit shall
be a the joint expense of the parties participating in the operation from which
the claim or suit arises. If a claim is made against any party or if any party
is sued on account of any matter arising from operations hereunder over which
such individual has no control because of the rights given Operator by this
agreement, such party shall immediately notify all other parties, and the claim
or suit shall be treated as any other claim or suit involving operations
hereunder.


                                      -15-

<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                  ARTICLE XI.
                                 FORCE MAJEURE

     If any party is rendered unable, wholly or in part, by force majeure to
carry out its obligations under this agreement, other than the obligation to
indemnify or make money payments or furnish security, that party shall give to
all other parties prompt written notice of the force majeure with reasonably
full particulars concerning it; thereupon, the obligations of the party giving
the notice, so far as they are affected by the force majeure, shall be suspended
during, but no longer than, the continuance of the force majeure. The term
"force majeure," as here employed, shall mean an act of God, strike, lockout, or
other industrial disturbance, act of the public enemy, war, blockade, public
riot, lightening, fire, storm, flood or other act of nature, explosion,
governmental action, governmental delay, restraint or inaction, unavailability
of equipment, and any other cause, whether of the kind specifically enumerated
above or otherwise, which is not reasonably within the control of the party
claiming suspension.

     The affected party shall use all reasonable diligence to remove the force
majeure situation as quickly as practicable. The requirement that any force
majeure shall be remedied with all reasonable dispatch shall not require the
settlement of strikes, lockouts, or other labor difficulty by the party
involved, contrary to its wishes; how all such difficulties shall be handled
shall be entirely within the discretion of the party concerned.

                                   ARTICLE XII.
                                     NOTICES

     All notices authorized or required between the parties by any of the
provisions of this agreement, unless otherwise specifically provided, shall be
in writing and delivered in person or by United States mail, courier service,
telegram, telex, telecopier or any other form of facsimile, postage or charges
prepaid, and addressed to such parties at the addresses listed on Exhibit "A."
All telephone or oral notices permitted by this agreement shall be confirmed
immediately thereafter by written notice. The originating notice given under any
provision hereof shall be deemed delivered only when received by the party to
whom such notice is directed, and the time for such party to deliver any notice
in response thereto shall run from the date the originating notice is received.
"Receipt" for purposes of this agreement with respect to written notice
delivered hereunder shall be actual delivery of the notice to the address of the
party to be notified specified in accordance with this agreement, or to the
telecopy, facsimile or telex machine of such party. The second or any responsive
notice shall be deemed delivered when deposited in the United States mail or at
the office of the courier or telegraph service, or upon transmittal by telex,
telecopy or facsimile, or when personally delivered to the party to be notified,
provided, that when response is required within 24 or 48 hours, such response
shall be given orally or by telephone, telex, telecopy or other facsimile within
such period. Each party shall have the right to change its address at any time,
and from time to time, by giving written notice thereof to all other parties. If
a party is not available to receive notice orally or by telephone when a party
attempts to deliver a notice required to be delivered within 24 or 48 hours, the
notice may be delivered in writing by any other method specified herein and
shall be deemed delivered in the same manner provided above for any responsive
notice.

                                   ARTICLE XIII.
                                TERM OF AGREEMENT

     This agreement shall remain in full force and effect as to the Oil and Gas
Leases and/or Oil and Gas Interests subject hereto for the period of time
selected below; provided, however, no party hereto shall ever be construed as
having any right, title or interest in or to any Lease or Oil and Gas Interest
contributed by any other party beyond the term of this agreement.

      o  Option No. 1: So long as any of the Oil and Gas Leases subject to this
         agreement remain or are continued in force as to any part of the
         Contract Area, whether by production, extension, renewal or otherwise.

     The termination of this agreement shall not relieve any party hereto from
any expense, liability or other obligation or any remedy therefor which has
accrued or attached prior to the date of such termination.

     Upon termination of this agreement and the satisfaction of all obligations
hereunder, in the event a memorandum of this Operating Agreement has been filed
of record, Operator is authorized to file of record in all necessary recording
offices a notice of termination, and each party hereto agrees to execute such a
notice of termination as to Operator's interest, upon request of Operator, if
Operator has satisfied all its financial obligations.

                                  ARTICLE XIV.
                      COMPLIANCE WITH LAWS AND REGULATIONS

A. LAWS, REGULATIONS AND ORDERS:

     This agreement shall be subject to the applicable laws of the state in
which the Contract Area is located, to the valid rules, regulations, and orders
of any duly constituted regulatory body of said state; and to all other
applicable federal, state, and local laws, ordinances, rules, regulations and
orders.

B. GOVERNING LAW:

     THIS AGREEMENT AND ALL MATTERS PERTAINING HERETO, INCLUDING BUT NOT LIMITED
TO MATTERS OF PERFORMANCE, NON-PERFORMANCE, BREACH, REMEDIES, PROCEDURES,
RIGHTS, DUTIES, AND INTERPRETATION OR CONSTRUCTION, SHALL BE GOVERNED AND
DETERMINED BY THE LAW OF THE STATE IN WHICH THE CONTRACT AREA IS LOCATED. IF THE
CONTRACT AREA IS IN TWO OR MORE STATES, THE LAW OF THE STATE OF TEXAS SHALL
GOVERN.

C. REGULATORY AGENCIES:

     Nothing herein contained shall grant, or be construed to grant, Operator
the right or authority to waive or release any rights, privileges, or
obligations which Non-Operators may have under federal or state laws or under
rules, regulations or

                                      -16-
<PAGE>


A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

orders promulgated under such laws in reference to oil, gas and mineral
operations, including the location, operation, or production of wells, on tracts
offsetting or adjacent to the Contract Area.

     With respect to the operations hereunder, Non-Operators agree to release
Operator from any and all losses, damages, injuries, claims and causes of action
arising out of, incident to or resulting directly or indirectly from Operator's
interpretation or application of rules, rulings, regulations or orders of the
Department of Energy or Federal Energy Regulatory Commission or predecessor or
successor agencies to the extent such interpretation or application was made in
good faith and does not constitute gross negligence. Each Non-Operator further
agrees to reimburse Operator for such Non-Operator's share of production or any
refund, fine, levy or other governmental sanction that Operator may be required
to pay as a result of such an incorrect interpretation or application, together
with interest and penalties thereon owing by Operator as a result of such
incorrect interpretation or application.

                                   ARTICLE XV.
                                 MISCELLANEOUS

A. EXECUTION:

     This agreement shall be binding upon each Non-Operator when this agreement
or a counterpart thereof has been executed by such Non-Operator and Operator
notwithstanding that this agreement is not then or thereafter executed by all of
the parties to which it is tendered or which are listed on Exhibit "A" as owning
an interest in the Contract Area or which own, in fact, an interest in the
Contract Area. Operator may, however, by written notice to all Non-Operators who
have become bound by this agreement as aforesaid, given at any time prior to the
actual spud date of the Initial Well but in no event later than five days prior
to the date specified in Article VI.A. for commencement of the Initial Well,
terminate this agreement if Operator in its sole discretion determines that
there is insufficient participation to justify commencement of drilling
operations. In the event of such a termination by Operator, all further
obligations of the parties hereunder shall cease as of such termination. In the
event any Non-Operator has advanced or prepaid any share of drilling or other
costs hereunder, all sums so advanced shall be returned to such Non-Operator
without interest. In the event Operator proceeds with drilling operations for
the Initial Well without the execution hereof by all persons listed on Exhibit
"A" as having a current working interest in such well, Operator shall indemnify
Non-Operators with respect to all costs incurred for the Initial Well which
would have been charged to such person under this agreement if such person had
executed the same and Operator shall receive all revenues which would have been
received by such person under this agreement if such person had executed the
same.

B. SUCCESSORS AND ASSIGNS:

     This agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, devisees, legal representatives,
successors and assigns, and the terms hereof shall be deemed to run with the
Leases or Interests included within the Contract Area.

C. COUNTERPARTS:

     This instrument may be executed in any number of counterparts, each of
which shall be considered an original for all purposes.

D. SEVERABILITY:

     For the purposes of assuming or rejecting this agreement as an executory
contract pursuant to federal bankruptcy laws, this agreement shall not be
severable, but rather must be assumed or rejected in its entirety, and the
failure of any party to this agreement to comply with all of its financial
obligations provided herein shall be a material default.

                                  ARTICLE XVI.
                               OTHER PROVISIONS

NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN ARTICLES I. THROUGH XV. TO THE
CONTRARY,

     A. ADDITIONAL PARTIES: THERE SHALL BE NO OBLIGATION ON THE OPERATOR HEREOF
TO PERFORM TO A MULTIPLICITY OF PARTIES SUCCEEDING TO THE INTEREST OF THE
PARTIES HERETO. THEREFORE, IN EXERCISING ANY OPTION, ELECTION, CONSENT, NOTICE,
ACCEPTANCE, DECLINATION OR OTHER RIGHT OF PERFORMANCE, THE RESPECTIVE SUCCESSORS
IN INTEREST SHALL ACT AS A UNIT AND SHALL, MOREOVER, DESIGNATE ONE OF THEIR
NUMBER TO WHOM ALL NOTICES AND PERFORMANCE MAY BE TENDERED AND FROM WHOM ALL
NOTICES AND PERFORMANCE MAY BE OBTAINED AND EXACTED, RESPECTIVELY.

     B BILLING ADDITIONAL INTERESTS: THE PARTIES FURTHER AGREE THAT IN NO EVENT
DURING THE TERM OF THIS AGREEMENT SHALL OPERATOR BE REQUIRED TO MAKE MORE THAN
ONE (1) BILLING FOR THE ENTIRE INTEREST CREDITED TO EACH PARTY HEREUNDER. IT IS
FURTHER AGREED THAT IF ANY PARTY TO THIS AGREEMENT (HEREINAFTER REFERRED TO AS
"SELLING PARTY") DISPOSES OF PART OF THE INTEREST CREDITED TO IT HEREUNDER, THE
SELLING PARTY WILL BE SOLELY RESPONSIBLE FOR BILLING ITS ASSIGNEE(S), AND SHALL
REMAIN PRIMARILY LIABLE TO THE OTHER PARTY FOR THE INTEREST(S) ASSIGNED AND
SHALL MAKE PROMPT PAYMENT TO OPERATOR FOR THE ENTIRE AMOUNT OF STATEMENTS AND
BILLINGS RENDERED TO IT. IT IS FURTHER UNDERSTOOD AND AGREED THAT IF SELLING
PARTY DISPOSES OF ALL ITS INTEREST AS SET OUT HEREUNDER, WHETHER TO ONE OR
SEVERAL ASSIGNEES, OPERATOR SHALL CONTINUE TO ISSUE STATEMENTS AND BILLINGS TO
THE SELLING PARTY FOR THE INTEREST CONVEYED UNTIL SUCH TIME AS SELLING PARTY HAS
DESIGNATED AND QUALIFIED ONE ASSIGNEE TO RECEIVE THE BILLING FOR THE ENTIRE
INTEREST. IN ORDER TO QUALIFY ONE ASSIGNEE TO RECEIVE THE BILLING FOR THE ENTIRE
INTEREST CREDITED TO THE SELLING PARTY HEREUNDER, SELLING PARTY SHALL FURNISH TO
OPERATOR THE FOLLOWING:



                                      -17-




<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

     1. WRITTEN NOTICE OF THE CONVEYANCE AND PHOTOSTATIC OR CERTIFIED COPIES OF
THE RECORDED ASSIGNMENTS BY WHICH THE TRANSFER WAS MADE.

     2. THE NAME OF THE ASSIGNEE TO BE BILLED AND A WRITTEN STATEMENT SIGNED BY
THE ASSIGNEE TO BE BILLED IN WHICH IT CONSENTS TO RECEIVE STATEMENTS AND
BILLINGS FOR THE ENTIRE INTEREST CREDITED TO SELLING PARTY ON EXHIBIT "A"
HEREUNDER.

     3. WRITTEN CONSENT FROM ALL ASSIGNEES EVIDENCING THEIR CONSENT TO HAVE THE
DESIGNEE ACT ON THEIR BEHALF AS HEREINABOVE PROVIDED.

     C. WORKOVER OPERATIONS: IT IS AGREED THAT WITHOUT THE MUTUAL CONSENT OF
ALL PARTIES, NO WORKOVER OR OTHER OPERATIONS WILL BE CONDUCTED UNDER THE
PROVISIONS OF ARTICLE VI SO LONG AS ANY COMPLETION IN THE WELL PROPOSED TO BE
WORKED OVER IS PRODUCING IN PAYING QUANTITIES.

     D. SEQUENCE OF FURTHER OPERATIONS: IT IS AGREED THAT WHERE A WELL, WHICH
HAS BEEN AUTHORIZED UNDER THE TERMS OF THIS AGREEMENT, BY ALL PARTIES, OR BY ONE
OR MORE BUT LESS THAN ALL PARTIES UNDER PARAGRAPH VI.B. (1), OR (2), SHALL HAVE
BEEN DRILLED TO THE OBJECTIVE DEPTH OR THE OBJECTIVE FORMATION, AND THE PARTIES
PARTICIPATING IN THE WELL CANNOT MUTUALLY AGREE UPON THE SEQUENCE AND TIMING OF
FURTHER OPERATIONS REGARDING SAID WELL, THE FOLLOWING ELECTIONS SHALL CONTROL IN
THE ORDER ENUMERATED HEREAFTER, TO WIT:

     (1) AN ELECTION TO DO ADDITIONAL LOGGING, CORING OR TESTING;

     (2) AN ELECTION TO ATTEMPT TO COMPLETE THE WELL AT EITHER THE OBJECTIVE
         DEPTH OR OBJECTIVE FORMATION;

     (3) AN ELECTION TO PLUG BACK AND ATTEMPT TO COMPLETE SAID WELL;

     (4) AN ELECTION TO SIDETRACK THE WELL;

     (5) AN ELECTION TO DEEPEN SAID WELL; AND

     (6) AN ELECTION TO PLUG AND ABANDON SAID WELL.

     IF AT THE TIME SAID PARTICIPATING PARTIES ARE CONSIDERING ANY OF THE ABOVE
ELECTIONS, THE HOLE IS IN SUCH A CONDITION THAT A REASONABLY PRUDENT OPERATOR
WOULD NOT CONDUCT THE OPERATIONS CONTEMPLATED BY THE PARTICULAR ELECTION
INVOLVED FOR FEAR OF PLACING THE HOLE IN JEOPARDY OR LOSING THE SAME PRIOR TO
COMPLETING THE WELL IN THE OBJECTIVE DEPTH OR OBJECTIVE FORMATION, SUCH ELECTION
SHALL NOT BE GIVEN THE PRIORITY HEREINABOVE SET FORTH.

     E. MEMORANDUM OF OPERATING AGREEMENT: PARTIES AGREE TO EXECUTE A MEMORANDUM
OF THIS AGREEMENT SIMULTANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT WHICH
SHALL BE RECORDED BY OPERATOR IN EACH COUNTY IN WHICH LANDS COMPRISING ALL OR
ANY PART OF THE CONTRACT AREA HEREUNDER ARE SITUATED. OPERATOR WILL PREPARE THE
MEMORANDUM OF THIS AGREEMENT AND CIRCULATE SAME TO THE NON-OPERATOR FOR
EXECUTION. UPON RECORDING, OPERATOR WILL PROVIDE RECORDATION INFORMATION TO
NON-OPERATOR FOR HIS RECORDS. A FORM OF SAID MEMORANDUM, WHICH IS ATTACHED AS
EXHIBIT "H" HERETO, SHALL INCLUDE A REFERENCE TO THE PERTINENT SUBSTANTIVE
PROVISIONS OF THIS AGREEMENT INCLUDING THE GAS BALANCING AGREEMENT.

     F. HEADINGS: ALL HEADINGS IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY
AND HAVE NO BINDING EFFECT ON THE TERMS, CONDITIONS OR PROVISIONS OF THIS
AGREEMENT.

     G. CONFIDENTIALITY OF INFORMATION: ALL GEOPHYSICAL, GEOLOGICAL OR
ENGINEERING DATA ACQUIRED BY THE PARTIES UNDER THIS AGREEMENT AS A RESULT OF
JOINT OPERATIONS CONDUCTED HEREUNDER SHALL BE KEPT CONFIDENTIAL BY THE PARTIES
UNLESS THE RELEASE OF SUCH INFORMATION TO A THIRD PARTY IS AGREED UPON BY THE
PARTIES OR IS REQUIRED BY LAW; HOWEVER, IT IS AGREED THAT SUCH DATA MAY BE
RELEASED TO A THIRD PARTY IF SUCH THIRD PARTY IS A CONSULTANT OF ANY PARTY OR
PROVIDED SUCH THIRD PARTY IS A PROSPECTIVE PARTNER OF SUCH PARTY OR IS A
PROSPECTIVE PURCHASER OF ALL OR ANY PORTION OF SUCH PARTIES INTEREST. THE TERM
DURING WHICH INFORMATION IS TO BE KEPT SECRET AND CONFIDENTIAL SHALL COINCIDE
WITH THE TERM OF THIS AGREEMENT OR FOR A PERIOD OF THREE YEARS FROM THE DATE OF
THIS AGREEMENT, WHICHEVER IS LATER. UNLESS OTHERWISE PROVIDED ABOVE, ANY RELEASE
OF INFORMATION TO A THIRD PARTY MUST HAVE THE PRIOR WRITTEN CONSENT OF ALL



                                      -17-
<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

PARTIES, HERETO, BUT IN ANY EVENT SAID THIRD PARTY MUST AGREE IN WRITING TO BE
BOUND BY THE PROVISIONS OF THIS PARAGRAPH.

     NOTHING HEREIN SHALL PROHIBIT ANY PARTY FROM DISCLOSING NECESSARY
INFORMATION TO ITS AFFILIATE COMPANY OR WHATEVER INFORMATION IN SUCH MANNER AS
MAY BE REQUIRED BY STATUTE, RULE OR REGULATION, INCLUDING THE RULES AND
REGULATIONS OF ANY STOCK EXCHANGE ON WHICH ANY SECURITIES OF SUCH PARTY OR ANY
AFFILIATE ARE TRADED; NOR SHALL ANY PARTY BE PROHIBITED BY THE TERMS HEREOF FROM
DISCLOSING INFORMATION ACQUIRED UNDER THIS AGREEMENT TO ANY FINANCIAL
INSTITUTION PROVIDING OR PROPOSING TO PROVIDE FINANCING TO THE DISCLOSING PARTY.


     H. NEWS RELEASES: ANY PARTY HERETO OR ANY RELATED PARTY DESIRING TO ISSUE A
NEWS RELEASE CONCERNING OPERATIONS CONDUCTED WITHIN THE CONTRACT AREA SHALL
PROVIDE THE OTHER PARTY(S) HERETO WITH COPIES OF THE PROPOSED RELEASE AND NO
SUCH NEWS RELEASE SHALL BE ISSUED WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF
ALL PARTIES HERETO, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, NO PRIOR CONSENT SHALL BE
REQUIRED FOR ANY NEWS RELEASE REQUIRED BY LAW AND/OR THE SECURITIES AND EXCHANGE
COMMISSION. THE ONLY EXCEPTION TO THE FOREGOING SHALL BE THAT IN THE EVENT OF AN
EMERGENCY INVOLVING EXTENSIVE PROPERTY DAMAGE, OPERATIONS FAILURE, LOSS OF HUMAN
LIFE OR OTHER CLEAR EMERGENCY, THE OPERATOR IS AUTHORIZED TO FURNISH SUCH
MINIMUM, STRICTLY FACTUAL INFORMATION AS SHALL BE NECESSARY TO SATISFY THE
LEGITIMATE PUBLIC INTEREST ON THE PART OF THE PRESS AND DULY CONSTITUTED
AUTHORITIES IF TIME DOES NOT PERMIT THE OBTAINING OF PRIOR APPROVAL BY THE OTHER
PARTIES HERETO. THE OPERATOR SHALL THEREUPON PROMPTLY ADVISE THE OTHER PARTIES
HERETO OF THE INFORMATION SO FURNISHED.

     I. LANDS EXCLUDED FROM THIS AGREEMENT: IN THE EVENT THAT LANDS COVERED BY A
LEASE OR A PORTION THEREOF WHICH WERE INITIALLY SUBJECT TO THIS AGREEMENT, BUT
IN ACCORDANCE WITH THE TERMS HEREOF ARE NO LONGER SUBJECT TO THIS AGREEMENT, AND
SUCH LANDS ARE ACQUIRED BY ONE OR MORE PARTIES TO THIS AGREEMENT [PROVIDED THAT
AT SUCH TIME TWO (2) OR MORE PARTIES ARE SIGNATORIES TO THIS AGREEMENT], SUCH
LEASEHOLD OR CONTRACTUAL RIGHTS AND THE LEASEHOLD COVERED THEREBY SHALL BE
GOVERNED BY AN OPERATING AGREEMENT IDENTICAL TO THIS AGREEMENT, EXCEPT THAT SUCH
OPERATING AGREEMENT SHALL BE REVISED TO REFLECT THE PARTIES THERETO AND THEIR
PERCENTAGE OWNERSHIP, THE CONTRACT AREA AND THE OPERATOR, IF DIFFERENT.

     J. CONFLICT OF TERMS: THIS IS MADE EXPRESSLY SUBJECT TO THAT CERTAIN JOINT
VENTURE AGREEMENT (THE "JVA") DATED OCTOBER 1, 2001, BY AND AMONG UNION OIL
COMPANY OF CALIFORNIA AND IVANHOE ENERGY (USA) INC., AND THE PARTIES HERETO
SHALL BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN SAID AGREEMENT. IN THE
EVENT THAT ANY OF THE TERMS OF THIS OPERATING AGREEMENT CONFLICT WITH THE TERMS
OF THE JVA, THE PARTIES HERETO AGREE THAT THE TERMS OF THE JVA SHALL PREVAIL.

     K. METERING OF PRODUCTION: IF A DIVERSITY OF THE WORKING INTEREST OWNERSHIP
IN PRODUCTION FROM A LEASE SUBJECT TO THIS AGREEMENT OCCURS AS A RESULT OF
OPERATIONS BY LESS THAN ALL PARTIES PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT, IT IS AGREED THAT THE OIL, GAS OR OTHER HYDROCARBONS PRODUCED FROM
THE WELL OR WELLS COMPLETED BY THE CONSENTING PARTY OR PARTIES SHALL BE
SEPARATELY MEASURED EITHER BY WELL TEST OR BY STANDARD METERING EQUIPMENT (TO BE
PROPERLY TESTED PERIODICALLY FOR ACCURACY), AT THE OPTION OF THE OPERATOR, AND
THAT THE SETTING OF A SEPARATE TANK BATTERY WILL NOT BE REQUIRED UNLESS THE
PURCHASER OF THE PRODUCTION OR A GOVERNMENTAL REGULATORY BODY HAVING
JURISDICTION WILL NOT APPROVE METERING FOR SEPARATELY MEASURING THE PRODUCTION.

     L. COVENANT RUNNING WITH THE LAND/EXTENT OF OBLIGATIONS: SHOULD ANY PARTY
HERETO SELL OR TRANSFER ANY OR ALL OF ITS LEASEHOLD ESTATE COMMITTED TO THIS
AGREEMENT, THE OBLIGATIONS, TERMS AND COVENANTS HEREOF SHALL BE CONSIDERED
COVENANTS RUNNING WITH THE LAND AND SHALL INURE TO AND BE BINDING UPON THE
PARTIES HERETO, THEIR RESPECTIVE HEIRS, DEVISEES, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS. THE TRANSFERRING PARTY SHALL REMAIN BOUND TO AND LIABLE
FOR THE PERFORMANCE OF OBLIGATIONS AND COVENANTS OF THIS AGREEMENT UNTIL THE
TRANSFEREE EXECUTES AND AGREES TO BECOME A PARTY TO THIS AGREEMENT. SHOULD ANY
SUCH TRANSFEREE FAIL TO ASSUME ALL OF THE OBLIGATIONS AND COVENANTS OF THIS
AGREEMENT, THEN THE TRANSFERRING PARTY REMAINS BOUND


                                      -17-
<PAGE>
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

TO THE OTHER PARTIES TO THIS AGREEMENT FOR THE PERFORMANCE OF ALL OBLIGATIONS,
COVENANTS AND INDEMNIFICATIONS HEREOF.

     M. OVEREXPENDITURE OF AFE: IN THE EVENT EXPENDITURES AGAINST AN APPROVED
AFE EXCEEDS, OR IN OPERATOR'S REASONABLE JUDGMENT, ARE LIKELY TO EXCEED, BY
THIRTY PERCENT (30%) OR MORE OF THE TOTAL AFE PRIOR TO FINISHING THE APPROVED
OPERATIONS, THEN OPERATOR SHALL PROMPTLY FURNISH TO EACH NON-OPERATOR A
SUPPLEMENTAL AFE AND A SUMMARY DESCRIPTION AS TO THE PURPOSE FOR THE COST
OVERRUN. UPON RECEIPT, ANY NON-OPERATOR MAY CALL FOR A PARTNER'S MEETING BY
NOTIFYING THE OPERATOR WITH FULL DETAILS OF THE PURPOSE OF SUCH MEETING,
INCLUDING A TIME, PLACE AND AGENDA THAT MEET THE OPERATOR'S REASONABLE BUSINESS
SCHEDULE AND DO NOT INTERFERE UNREASONABLY WITH OPERATOR'S ONGOING OPERATIONS
UNDER THIS AGREEMENT. OPERATOR WILL THEN CONTACT ALL NON-OPERATORS WITH THE
DETAILS OF THE PARTNER'S MEETING AND SUCH MEETING WILL BE HELD UNLESS ONE (1) OR
MORE PARTIES WITH A WORKING INTEREST OF AT LEAST FIFTY-ONE PERCENT (51%) IN THE
OPERATION ELECT PRIOR TO THE MEETING IN WRITING TO NOT HOLD THE MEETING.
NOTWITHSTANDING THE RIGHTS OF A PARTY UNDER THIS SECTION XVI.M TO CALL FOR A
MEETING, ALL PARTIES SHALL REMAIN BOUND TO THE TERMS AND PROVISIONS OF THIS
AGREEMENT.

     N. AUTHORITY FOR EXPENDITURE REQUIREMENTS: NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, THE PROPOSING PARTY WILL FURNISH BOTH A DETAILED AUTHORITY FOR
EXPENDITURE AND A DETAILED PROGRAM FOR EACH PROPOSED OPERATION THAT IS ESTIMATED
TO EXCEED $100,000.00. FOR PURPOSES OF THIS PROVISION, "DETAILED" SHALL MEAN
INFORMATION UNDERSTOOD BY THE PROPOSING PARTY TO BE REASONABLY NECESSARY FOR THE
RECEIVING PARTY TO MAKE AN INFORMED DECISION, BUT IN NO EVENT SHALL THE
PROPOSING PARTY BE REQUIRED TO FURNISH INFORMATION BEYOND WHAT A DEEMED
REASONABLE AND PRUDENT IN THE INDUSTRY.

     O. MARKETING: UNION OIL COMPANY OF CALIFORNIA HEREBY AGREES TO USE ITS BEST
EFFORTS TO MARKET IVANHOE ENERGY (USA) INC.'S SHARE (BUT, NOT THE SHARE OF
IVANHOE'S SUCCESSORS AND ASSIGNS, IF ANY) OF ANY OIL AND/OR GAS PRODUCED FROM
ANY WELL DRILLED PURSUANT TO THIS AGREEMENT ALONG WITH ITS SHARE OF THE
PRODUCTION THEREFROM UNTIL NOTIFIED IN WRITING BY IVANHOE THAT IT NO LONGER
DESIRES UNION TO PERFORM SUCH MARKETING TASKS. HOWEVER, NOTWITHSTANDING THE
FOREGOING, UNION SHALL HAVE NO LIABILITY HEREUNDER FOR ITS EFFORTS IN MARKETING
THE OIL AND/OR GAS TO A THIRD PARTY PURCHASER, INCLUDING ANY DECISIONS UNION MAY
MAKE CONCERNING PRICE, TERM AND OTHER CONTRACTUAL PROVISIONS RELATING TO SUCH
MARKETING.


                                      -17-

<PAGE>

A.A.P.L. FORM 610 -- MODEL FORM OPERATING AGREEMENT -- 1989

     IN WITNESS WHEREOF, this agreement shall be effective as of the 1st day of
July, 2001.

_________________________________________, who has prepared and circulated this
form for execution, represents and warrants that the form was printed from and,
with the exception(s) listed below, is identical to the AAPL Form 610-1989 Model
Form Operating Agreement, as published in computerized form by Forms On-A-Disk,
Inc. No changes, alterations, or modifications, other than those made by
strikethrough and/or insertion and that are clearly recognizable as changes in
Articles _________________________________________, have been made to the form.


ATTEST OR WITNESS:                          OPERATOR


                                            UNION OIL COMPANY OF CALIFORNIA

                                         By /s/ Richard H. Smith
-----------------------------------         ------------------------------------
                                            Richard H. Smith
-----------------------------------         ------------------------------------
                                            Type or print name

                                            Title        Attorney in Fact
                                                  ------------------------------

                                            Date
                                                 -------------------------------

                                            Tax ID or S.S. No.     95-1315450
                                                               -----------------


                                 NON-OPERATORS


                                            IVANHOE ENERGY (USA) INC.

                                         By /s/ Joseph M. McKniff
-----------------------------------         ------------------------------------
                                            Joseph M. McKniff
-----------------------------------         ------------------------------------
                                            Type or print name

                                            Title Vice-President and Exploration
                                                  Manager
                                                  ------------------------------

                                            Date
                                                 -------------------------------

                                            Tax ID or S.S. No.
                                                               -----------------


                                            ------------------------------------
                                         By
-----------------------------------         ------------------------------------

-----------------------------------         ------------------------------------
                                            Type or print name

                                            Title
                                                  ------------------------------

                                            Date
                                                 -------------------------------

                                            Tax ID or S.S. No.
                                                               -----------------


                                            ------------------------------------
                                         By
-----------------------------------         ------------------------------------

-----------------------------------         ------------------------------------
                                            Type or print name

                                            Title
                                                  ------------------------------

                                            Date
                                                 -------------------------------

                                            Tax ID or S.S. No.
                                                               -----------------

                                      -18-
<PAGE>


A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                 ACKNOWLEDGMENTS

     Note: The following forms of acknowledgment are the short forms approved by
the Uniform Law on Notarial Acts.

The validity and effect of these forms in any state will depend upon the
statutes of that state.



Individual acknowledgment:

State of ______________________ )
                                ) ss.
County of _____________________ )

     This instrument was acknowledged before me on

_________________________________ by ________________________________________



(Seal, if any)
                                          -------------------------------------

                                          Title (and Rank)
                                                          ---------------------
                                          My commission expires:
                                                                 --------------

Acknowledgment in representative capacity:

State of ______________________ )
                                ) ss.
County of _____________________ )

     This instrument was acknowledged before me on

________________________________________ by _______________________________ as

_________________________ of ________________________________________________.



(Seal, if any)
                                          -------------------------------------

                                          Title (and Rank)
                                                          ---------------------
                                          My commission expires:
                                                                 --------------


                                      -19-






<PAGE>
                                   EXHIBIT "A"

Attached to and made a part of that certain Operating Agreement dated October 1,
2001 between Union Oil Company of California, as Operator, and Ivanhoe Energy
(USA) Inc., as Non-Operator.

1.   DESCRIPTION OF LANDS SUBJECT TO THIS AGREEMENT:

     The lands subject to this agreement are the same lands lying within the
     Areas of Mutual Interest depicted on the map attached as Exhibit "E" to the
     Joint Venture Agreement effective October 1, 2001 to which this agreement
     is attached.


2.   RESTRICTION AS TO DEPTHS:

     This agreement is not restricted as to depth, formations, or substances.


3.   PARTIES TO THIS AGREEMENT WITH ADDRESSES AND TELEPHONE NUMBERS FOR NOTICE
     PURPOSES:

     UNION:                      UNION OIL COMPANY OF CALIFORNIA

     Mailing Address:            P.O. Box 4551
                                 Houston, Texas 77210-4551

     Street Address:             14141 Southwest Freeway
                                 Sugar Land, Texas 78412

     Attention:                  Burt James
     Telephone:                  281-287-7273
     Facsimile:                  281-287-5113
     E-mail:                     burt.james@unocal.com

     IVANHOE:                    IVANHOE ENERGY (USA) INC.

     Mailing Address:            P.O. Box 9279
                                 Bakersfield, California 93389-9279

     Street Address:             1200 Discovery Drive, Suite 301
                                 Bakersfield, California 93389

     Attention:                  Roger S. Narinian
     Telephone:                  661-869-8344
     Facsimile:                  661-325-2961
     E-mail:                     marinian@ivanhoeenergy.com

4.   DECIMAL INTERESTS OF THE PARTIES TO THIS AGREEMENT:

     Union Oil Company of California               0.50000000
     Ivanhoe Energy (USA) Inc.                     0.50000000
                                                   ----------
                                         Total     1.00000000

5.   OIL AND GAS LEASES SUBJECT TO THIS AGREEMENT:

     The oil and gas leases subject to this agreement are the same oil and gas
     leases described in Exhibit "A" to the Joint Venture Agreement effective
     October 1, 2001 to which this agreement is attached.


6.   BURDENS ON PRODUCTION:

     The oil and gas leases subject to this agreement are subject to the burdens
     set out in Article 3 of the Joint Venture Agreement effective October 1,
     2001 to which this agreement is attached.



<PAGE>


                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies

                                  EXHIBIT "C"

Attached to and made a part of that certain Operating Agreement dated October 1,
200l by and between Union Oil Company of California, as Operator, and Ivanhoe
Energy (USA) Inc., as Non-operator

                              ACCOUNTING PROCEDURE

                                JOINT OPERATIONS

                              I. GENERAL PROVISIONS

1.   Definitions

     "Joint Property" shall mean the real and personal property subject to the
     agreement to which this Accounting Procedure is attached.
     "Joint Operations" shall mean all operations necessary or proper for the
     development, operation, protection and maintenance of the Joint Property.
     "Joint Account" shall mean the account showing the charges paid and credits
     received in the conduct of the Joint Operations and which are to be shared
     by the Parties.
     "Operator" shall mean the party designated to conduct the Joint Operations.
     "Non-Operators" shall mean the Parties to this agreement other than the
     Operator.
     "Parties" shall mean Operator and Non-Operators.
     "First Level Supervisors" shall mean those employees whose primary function
     in Joint Operations is the direct supervision of other employees and/or
     contract labor directly employed on the Joint Property in a field operating
     capacity.
     "Technical Employees" shall mean those employees having special and
     specific engineering, geological or other professional skills, and whose
     primary function in Joint Operations is the handling of specific operating
     conditions and problems for the benefit of the Joint Property.
     "Personal Expenses" shall mean travel and other reasonable reimbursable
     expenses of Operator's employees.
     "Material" shall mean personal property, equipment or supplies acquired or
     held for use on the Joint Property.
     "Controllable Material" shall mean Material which at the time is so
     classified in the Material Classification Manual as most recently
     recommended by the Council or Petroleum Accountants Societies.

2.   Statement and Billings

     Operator shall bill Non-Operators on or before the last day of each month
     for their proportionate share of the Joint Account for the preceding month.
     Such bills will be accompanied by statements which identify the authority
     for expenditure, lease or facility, and all charges and credits summarized
     by appropriate classifications of investment and expense except that items
     of Controllable Material and unusual charges and credits shall be
     separately identified and fully described in detail.

3.   Advances and Payments by Non-Operators

     A. Unless otherwise provided for in the agreement, the Operator may require
        the Non-Operators to advance their share of estimated cash outlay for
        the succeeding month's operation within fifteen (15) days after receipt
        of the billing or by the first day of the month for which the advance
        is required, whichever is later. Operator shall adjust each monthly
        billing to reflect advances received from the Non-Operators.

     B. Each Non-Operator shall pay its proportion of all bills within fifteen
        (15) days after receipt. If payment is not made within such time, the
        unpaid balance shall bear interest monthly at the prime rate in effect
        at J. P. Morgan Chase on the first day of the month in which delinquency
        occurs plus 1% or the maximum contract rate permitted by the applicable
        usury laws in the state in which the Joint Property is located,
        whichever is the lesser, plus attorney's fees, court costs, and other
        costs in connection with the collection of unpaid amounts.

4.   Adjustments

     Payment of any such bills shall not prejudice the right of any Non-Operator
     to protest or question the correctness thereof; provided, however, all
     bills and statements rendered to Non-Operators by Operator during any
     calendar year shall conclusively be presumed to be true and correct after
     twenty-four (24) months following the end of any such calendar year, unless
     within the said twenty-four (24) month period a Non-Operator takes written
     exception thereto and makes claim on Operator for adjustment. No adjustment
     favorable to Operator shall be made unless it is made within the same
     prescribed period. The provisions of this paragraph shall not prevent
     adjustments resulting from a physical inventory of Controllable Material as
     provided for in Section V.

     COPYRIGHT (C) 1985 BY THE COUNCIL OF PETROLEUM ACCOUNTANTS SOCIETIES.


                                      -1-
<PAGE>
                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies

5.   AUDITS

     A. A Non-Operator, upon notice in writing to Operator and all other
        Non-Operators, shall have the right to audit Operator's accounts and
        records relating to the Joint Account for any calendar year within the
        twenty-four (24) month period following the end of such calendar year;
        provided, however, the making of an audit shall not extend the time
        for the taking of written exception to and the adjustments of accounts
        as provided for in Paragraph 4 of this Section I. Where there are two
        or more Non-Operators, the Non-Operators shall make every reasonable
        effort to conduct a joint audit in a manner which will result in a
        minimum of inconvenience to the Operator. Operator shall bear no
        portion of the Non-Operators' audit cost incurred under this paragraph
        unless agreed to by the Operator. The audits shall not be conducted
        more than once each year without prior approval of Operator, except
        upon the resignation or removal of the Operator, and shall be made at
        the expense of those Non-Operators approving such audit.

     B. The Operator shall reply in writing to an audit report within 180 days
        after receipt of such report.

6.   APPROVAL BY NON-OPERATORS

     Where an approval or other agreement of the Parties or Non-Operators is
     expressly required under other sections of this Accounting Procedure and if
     the agreement to which this Accounting Procedure is attached contains no
     contrary provisions in regard thereto, Operator shall notify all
     Non-Operators of the Operator's proposal, and the agreement or approval of
     a majority in interest of the Non-Operators shall be controlling on all
     Non-Operators.

                               II. DIRECT CHARGES

Operator shall charge the Joint Account with the following items:

1.   ECOLOGICAL AND ENVIRONMENTAL

     Costs incurred for the benefit of the Joint Property as a result of
     governmental or regulatory requirements to satisfy environmental
     considerations applicable to the Joint Operations. Such costs may include
     surveys of an ecological or archaeological nature and pollution control
     procedures as required by applicable laws and regulations.


2.   RENTALS AND ROYALTIES

     Lease rentals and royalties paid by Operator for the Joint Operations.

3.   LABOR

     A. (1) Salaries and wages of Operator's field employees directly employed
            on the Joint Property in the conduct of Joint Operations.

        (2) Salaries of First level Supervisors in the field.

        (3) Salaries and wages of Technical Employees directly employed on
            the Joint Property if such charges are excluded from the overhead
            rates.

        (4) Salaries and wages of Technical Employees either temporarily
            or permanently assigned to and directly employed in the operation
            or the Joint Property if such charges are excluded from the
            overhead rates.

     B. Operator's cost of holiday, vacation, sickness and disability benefits
        and other customary allowances paid to employees whose salaries and
        wages are chargeable to the Joint Account under Paragraph 3A of this
        Section II. Such costs under this Paragraph 3B may be charged on a "when
        and as paid basis" or by "percentage assessment" on the amount of
        salaries and wages chargeable to the Joint Account under Paragraph 3A of
        this Section II. If percentage assessment is used, the rate shall be
        based on the Operator's cost experience.

     C. Expenditures or contributions made pursuant to assessments imposed by
        governmental authority which are applicable to Operator's costs
        chargeable to the Joint Account under Paragraphs 3A and 3B of this
        Section II.

     D. Personal Expenses of those employees whose salaries and wages are
        chargeable to the Joint Account under Paragraphs 3A and 3B of this
        Section II.

4.   EMPLOYEE BENEFITS

     Operator's current costs or established plans for employees' group life
     insurance, hospitalization, pension, retirement, stock purchase, thrift,
     bonus, and other benefit plans of a like nature, applicable to Operator's
     labor cost chargeable to the Joint Account under Paragraphs 3A and 3B of
     this Section II shall be Operator's actual cost not to exceed the percent
     most recently recommended by the Council of Petroleum Accountants
     Societies.

                                      -2-
<PAGE>


                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies

5.   MATERIAL

     Material purchased or furnished by Operator for use on the Joint Property
     as provided under Section IV. Only such Material shall be purchased for or
     transferred to the Joint Property as may be required for immediate use and
     is reasonably practical and consistent with efficient and economical
     operations. The accumulation of surplus stocks shall be avoided.


6.   TRANSPORTATION

     Transportation of employees and Material necessary for the Joint Operations
     but subject to the following limitations:

     A. If Material is moved to the Joint Property from the Operator's
        warehouse or other properties, no charge shall be made to the Joint
        Account for a distance greater than the distance from the nearest
        reliable supply store where like material is normally available or
        railway receiving point nearest the Joint Property unless agreed to by
        the Parties.

     B. If surplus Material is moved to Operator's warehouse or other
        storage point, no charge shall be made to the Joint Account for a
        distance greater than the distance to the nearest reliable supply
        store where like material is normally available, or railway receiving
        point nearest the Joint Property unless agreed to by the Parties. No
        charge shall be made to the Joint Account for moving Material to other
        properties belonging to Operator, unless agreed to by the Parties.

     C. In the application of subparagraphs A and B above, the option to
        equalize or charge actual trucking cost is available when the actual
        charge is $400 or less excluding accessorial charges. The $400 will be
        adjusted to the amount most recently recommended by the Council of
        Petroleum Accountants Societies.

7.   Services

     The cost of contract services, equipment and utilities provided by outside
     sources, except services excluded by Paragraph 10 of Section II and
     Paragraph i, ii, and iii, of Section III. The cost of professional
     consultant services and contract services of technical personnel directly
     engaged on the Joint Property if such charges are excluded from the
     overhead rates. The cost of professional consultant services or contract
     services of technical personnel not directly engaged on the Joint Property
     shall not be charged to the Joint Account unless previously agreed to by
     the Parties.

8.   EQUIPMENT AND FACILITIES FURNISHED BY OPERATOR

     A. Operator shall charge the Joint Account for use of Operator owned
        equipment and facilities at rates commensurate with costs of ownership
        and operation. Such rates shall include costs of maintenance, repairs,
        other operating expense, insurance, taxes, depreciation, and interest on
        gross investment less accumulated depreciation not to exceed eight
        percent (8%) per annum. Such rates shall not exceed average commercial
        rates currently prevailing in the immediate area of the Joint Property.

     B. In lieu of charges in Paragraph 8A above, Operator may elect to use
        average commercial rates prevailing in the immediate area of the Joint
        Property less 20%. For automotive equipment, Operator may elect to use
        rates published by the Petroleum Motor Transport Association.

9.   DAMAGES AND LOSSES TO JOINT PROPERTY

     All costs or expenses necessary for the repair or replacement of Joint
     Property made necessary because of damages or losses incurred by fire,
     flood, storm, theft, accident, or other cause, except those resulting from
     Operator's gross negligence or willful misconduct. Operator shall furnish
     Non-Operator written notice of damages or losses incurred as soon as
     practicable after a report thereof has been received by Operator.

10.  LEGAL EXPENSE

     Expense of handling, investigating and settling litigation or claims,
     discharging of liens, payment of judgments and amounts paid for settlement
     of claims incurred in or resulting from operations under the agreement or
     necessary to protect or recover the Joint Property, except that no charge
     for services of Operator's legal staff or fees or expense of outside
     attorneys shall be made unless previously agreed to by the Parties. All
     other legal expense is considered to be covered by the overhead provisions
     of Section III unless otherwise agreed to by the Parties, except as
     provided in Section I, Paragraph 3.

11.  TAXES

     All taxes of every kind and nature assessed or levied upon or in connection
     with the Joint Property, the operation thereof, or the production
     therefrom, and which taxes have been paid by the Operator for the benefit
     of the Parties. If the ad valorem taxes are based in whole or in part upon
     separate valuations of each party's working interest, then notwithstanding
     anything to the contrary herein, charges to the Joint Account shall be made
     and paid by the Parties hereto in accordance with the tax value generated
     by each party's working interest.



                                      -3-
<PAGE>
                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies


12.  INSURANCE

     Net premiums paid for insurance required to be carried for the Joint
     Operations for the protection of the Parties. In the event Joint Operations
     are conducted in a state in which Operator may act as self-insurer for
     Worker's Compensation and/or Employers Liability under the respective
     state's laws, Operator may, at its election, include the risk under its
     self-insurance program and in that event, Operator shall include a charge
     at Operator's cost not to exceed manual rates.

13.  ABANDONMENT AND RECLAMATION

     Costs incurred for abandonment of the Joint Property, including costs
     required by governmental or other regulatory authority.

14.  COMMUNICATIONS

     Cost of acquiring, leasing, installing, operating, repairing and
     maintaining communication systems, including radio and microwave facilities
     directly serving the Joint Property. In the event communication
     facilities/systems serving the Joint Property are Operator owned, charges
     to the Joint Account shall be made as provided in Paragraph 8 of this
     Section II.

15.  OTHER EXPENDITURES

     Any other expenditure not covered or dealt with in the foregoing provisions
     of this Section II, or in Section III and which is of direct benefit to the
     Joint Property and is incurred by the Operator in the necessary and proper
     conduct of the Joint Operations.

                                 III. OVERHEAD

I. OVERHEAD - DRILLING AND PRODUCING OPERATIONS

      i.  As compensation for administrative, supervision, office services
          and warehousing costs, Operator shall charge drilling and producing
          operations on either:

          (X) Fixed Rate Basis, Paragraph lA, or
          ( ) Percentage Basis, Paragraph 1B

          Unless otherwise agreed to by the Parties, such charge shall be in
          lieu of costs and expenses of all offices and salaries or wages plus
          applicable burdens and expenses of all personnel, except those
          directly chargeable under Paragraph 3A, Section II. The cost and
          expense of services from outside sources in connection with matters of
          taxation, traffic, accounting or matters before or involving
          governmental agencies shall be considered as included in the overhead
          rates provided for in the above selected Paragraph of this Section III
          unless such cost and expense are agreed to by the Parties as a direct
          charge to the Joint Account.

      ii. The salaries, wages and Personal Expenses of Technical Employees
          and/or the cost of professional consultant services and contract
          services of technical personnel directly employed on the Joint
          Property:

          ( ) shall be covered by the overhead rates, or
          (X) shall not be covered by the overhead rates.

      iii.The salaries, wages and Personal Expenses of Technical Employees
          and/or costs of professional consultant services and contract services
          of technical personnel either temporarily or permanently assigned to
          and directly employed in the operation of the Joint Property:

          (X) shall be covered by the overhead rates, or
          ( ) shall not be covered by the overhead rates.

      A.  Overhead - Fixed Rate Basis

          (1) Operator shall charge the Joint Account at the following rates
              per well per month:

              Drilling Well Rate $7,500.00
                      (Prorated for less than a full month)

              Producing Well Rate $ 800.00

          (2) Application of Overhead - Fixed Rate Basis shall be as follows:

              (a) Drilling Well Rate

                  (1)  Charges for drilling wells shall begin on the date
                       the well is spudded and terminate on the date the
                       drilling rig, completion rig, or other units used in
                       completion of the well is released, whichever

                                      -4-
<PAGE>

                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies


                       is later, except that no charge shall be made during
                       suspension of drilling or completion operations for
                       fifteen (15) or more consecutive calendar days.

                   (2) Charges for wells undergoing any type of workover or
                       recompletion for a period of five (5) consecutive work
                       days or more shall be made at the drilling well rate.
                       Such charges shall be applied for the period from date
                       workover operations, with rig or other units used in
                       workover, commence through date of rig or other unit
                       release, except that no charge shall be made during
                       suspension of operations for fifteen (15) or more
                       consecutive calendar days.

               (b) Producing Well Rates

                   (1) An active well either produced or injected into for any
                       portion of the month shall be considered as a one-well
                       charge for the entire month.

                   (2) Each active completion in a multi-completed well in which
                       production is not commingled down hole shall be
                       considered as a one-well charge providing each completion
                       is considered a separate well by the governing
                       regulatory authority.

                   (3) An inactive gas well shut in because of overproduction
                       or failure of purchaser to take the production shall be
                       considered as a one-well charge providing the gas well
                       is directly connected to a permanent sales outlet.

                   (4) A one-well charge shall be made for the month in which
                       plugging and abandonment operations are completed on any
                       well. This one-well charge shall be made whether or not
                       the well has produced except when drilling well rate
                       applies.

                   (5) All other inactive wells (including but not limited to
                       inactive wells covered by unit allowable, lease
                       allowable, transferred allowable, etc.) shall not
                       qualify for an overhead charge.

          (3) The well rates shall be adjusted as of the first day of April each
              year following the effective date of the agreement to which this
              Accounting Procedure is attached. The adjustment shall be computed
              by multiplying the rate currently use by the percentage increase
              or decrease in the average weekly earnings of Crude Petroleum and
              Gas Production Workers for the last calendar year compared to the
              calendar year preceding as shown by the index of average weekly
              earnings of Crude Petroleum and Gas Production Workers as
              published by the United States Department of Labor, Bureau of
              Labor Statistics, or the equivalent Canadian index as published by
              Statistics Canada, as applicable. The adjusted rates shall be the
              rates currently in use, plus or minus the computed adjustment.

 2.  OVERHEAD - MAJOR CONSTRUCTION

     To compensate Operator for overhead costs incurred in the construction and
     installation of fixed assets, the expansion of fixed assets, and any other
     project clearly discernible as a fixed asset required for the development
     and operation of the Joint Property, Operator shall either negotiate a rate
     prior to the beginning of construction, or shall charge the Joint

                                      -5-

<PAGE>
                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies

     Account for overhead based on the following rates for any Major
     Construction project in excess of $ 25.000.00:

     A.  5% of first $100,000 or total cost if less, plus

     B.  3% of costs in excess of $100,000 but less than $1,000,000, plus

     C.  2% of costs in excess of $1,000,000.

     Total cost shall mean the gross cost of any one project. For the purpose of
     this paragraph, the component parts of a single project shall not be
     treated separately and the cost of drilling and workover wells and
     artificial lift equipment shall be excluded.

3.   CATASTROPHE OVERHEAD

     To compensate Operator for overhead costs incurred in the event of
     expenditures resulting from a single occurrence due to oil spill, blowout,
     explosion, fire, storm, hurricane, or other catastrophes as agreed to by
     the Parties, which are necessary to restore the Joint Property to the
     equivalent condition that existed prior to the event causing the
     expenditures, Operator shall either negotiate a rate prior to charging the
     Joint Account or shall charge the Joint Account for overhead based on the
     following rates:

     A. 5% of total costs through $100,000; plus

     B. 3% of total costs in excess of $100,000 but less than $1,000,000; plus

     C. 2% of total costs in excess of $1,000,000.

     Expenditures subject to the overheads above will not be reduced by
     insurance recoveries, and no other overhead provisions of this Section III
     shall apply.

4.   AMENDMENT OF RATES

     The overhead rates provided for in this Section III may be amended from
     time to time only by mutual agreement between the Parties hereto if, in
     practice, the rates are found to be insufficient or excessive.

     IV. PRICING OF JOINT ACCOUNT MATERIAL PURCHASES, TRANSFERS AND DISPOSITIONS

Operator is responsible for Joint Account Material and shall make proper and
timely charges and credits for all Material movements affecting the Joint
Property. Operator shall provide all Material for use on the Joint Property;
however, at Operator's option, such Material may be supplied by the
Non-Operator. Operator shall make timely disposition of idle and/or surplus
Material, such disposal being made either through sale to Operator or
Non-Operator, division in kind, or sale to outsiders. Operator may purchase, but
shall be under no obligation to purchase, interest of Non-Operators in surplus
condition A or B Material. The disposal of surplus Controllable Material not
purchased by the Operator shall be agreed to by the Parties.

1.   PURCHASES

     Material purchased shall be charged at the price paid by Operator after
     deduction of all discounts received. In case of Material found to be
     defective or returned to vendor for any other reasons, credit shall be
     passed to the Joint Account when adjustment has been received by the
     Operator.

2.   TRANSFERS AND DISPOSITIONS

     Material furnished to the Joint Property and Material transferred from the
     Joint Property or disposed of by the Operator, unless otherwise agreed to
     by the Parties, shall be priced on the following basis exclusive of cash
     discounts:

     A. New Material (Condition A)

        (1) Tubular Goods Other than Line Pipe

            (a)   Tubular goods, sized 2 3/8 inches OD and larger, except line
                  pipe, shall be priced at Eastern mill published carload base
                  prices effective as of date of movement plus transportation
                  cost using the 80,000 pound carload weight basis to the
                  railway receiving point nearest the Joint Property for which
                  published rail rates for tubular goods exist. If the 80,000
                  pound rail rate is not offered, the 70,000 pound or 90,000
                  pound rail rate may be used. Freight charges for tubing will
                  be calculated from Lorain, Ohio and casing from Youngstown,
                  Ohio.

            (b)   For grades which are special to one mill only, prices shall be
                  computed at the mill base of that mill plus transportation
                  cost from that mill to the railway receiving point nearest the
                  Joint Property as provided above in Paragraph 2.A.(l)(a). For
                  transportation cost from points other than Eastern mills,
                  the 30,000

                                      -6-
<PAGE>
                                                COPAS 1984 ONSHORE
                                                Recommended by the Council of
                                                Petroleum Accountants Societies

                  pound Oil Field Haulers Association interstate truck rate
                  shall be used.

            (c)   Special end finish tubular goods shall be priced at the lowest
                  published out-of-stock price, f.o.b. Houston, Texas, plus
                  transportation cost, using Oil Field Haulers Association
                  interstate 30,000 pound truck rate, to the railway receiving
                  point nearest the Joint Property.

            (d)   Macaroni tubing (size less than 2 3/8 inch OD) shall be priced
                  at the lowest published out-of-stock prices f.o.b. the
                  supplier plus transportation costs, using the Oil Field
                  Haulers Association interstate truck rate per weight of tubing
                  transferred, to the railway receiving point nearest the Joint
                  Property.

         (2) Line Pipe

            (a)   Line pipe movements (except size 24 inch OD and larger with
                  walls 3/4 inch and over) 30,000 pounds or more shall be priced
                  under provisions of tubular goods pricing in Paragraph
                  A.(1)(a) as provided above. Freight charges shall be
                  calculated from Lorain, Ohio.

            (b)   Line Pipe movements (except size 24 inch OD) and larger with
                  walls 3/4 inch and over) less than 30,000 pounds shall be
                  priced at Eastern mill published carload base prices effective
                  as of date of shipment, plus 20 percent, plus transportation
                  costs based on freight rates as set forth under provisions of
                  tubular goods pricing in Paragraph A.(1)(a) as provided above.
                  Freight charges shall be calculated from Lorain, Ohio.

            (c)   Line pipe 24 inch OD and over and 3/4 inch wall and larger
                  shall be priced f.o.b. the point of manufacture at current new
                  published prices plus transportation cost to the railway
                  receiving point nearest the Joint Property.

            (d)   Line pipe, including fabricated line pipe, drive pipe and
                  conduit not listed on published price lists shall be priced at
                  quoted prices plus freight to the railway receiving point
                  nearest the Joint Property or at prices agreed to by the
                  Parties.

         (3) Other Material shall be priced at the current new price, in effect
             at date of movement, as listed by a reliable supply store nearest
             the Joint Property, or point of manufacture, plus transportation
             costs, if applicable, to the railway receiving point nearest the
             Joint Property.

         (4) Unused new Material, except tubular goods, moved from the Joint
             Property shall be priced at the current new price, in effect on
             date of movement, as listed by a reliable supply store nearest
             the Joint Property, or point of manufacture, plus transportation
             costs, if applicable, to the railway receiving point nearest the
             Joint Property. Unused new tubulars will be priced as provided
             above in Paragraph 2.A.(1) and (2).

B.   Good Used Material (Condition B)

     Material in sound and serviceable condition and suitable for reuse without
     reconditioning:

     (1) Material moved to the Joint Property

         At seventy-five percent (75%) of current new price, as determined by
         Paragraph A.

     (2) Material used on and moved from the Joint Property

         (a) At seventy-five percent (75%) of current new price, as determined
             by Paragraph A, if Material was originally charged to the Joint
             Account as new Material or

         (b) At sixty-five percent (65%) of current new price, as determined by
             Paragraph A, if Material was originally charged to the Joint
             Account as used Material

     (3) Material not used on and moved from the Joint Property

         At seventy-five percent (75%) of current new price as determined by
         Paragraph A.

     The cost of reconditioning, if any, shall be absorbed by the transferring
     property.

C.   Other Used Material

     (1) Condition C

         Material which is, not in sound and serviceable condition and not
         suitable for its original function until after reconditioning shall be
         priced at fifty percent (50%) of current new price as determined by
         Paragraph A. The cost of reconditioning shall be charged to the
         receiving property, provided Condition C value plus cost of
         reconditioning does not exceed Condition B value.

                                      -7-
<PAGE>
                   (2) Condition D

                       Material, excluding junk, no longer suitable for its
                       original purpose, but usable for some other purpose shall
                       be priced on a basis commensurate with its use. Operator
                       may dispose of Condition D Material under procedures
                       normally used by Operator without prior approval of
                       Non-Operators.


                       (a)  Casing, tubing, or drill pipe used as line pipe
                            shall be priced as Grade A and B seamless line pipe
                            of comparable size and weight. Used casing, tubing
                            or drill pipe utilized as line pipe shall be priced
                            at used line pipe prices.

                       (b)  Casing, tubing or drill pipe used as higher pressure
                            service lines than standard line pipe, e.g. power
                            oil lines, shall be priced under normal pricing
                            procedures for casing, tubing, or drill pipe. Upset
                            tubular goods shall be priced on a non upset basis.

                   (3) Condition E

                       Junk shall be priced at prevailing prices. Operator may
                       dispose of Condition E Material under procedures normally
                       utilized by Operator without prior approval of
                       Non-Operators.

              D.   Obsolete Material

                   Material which is serviceable and usable for its original
                   function but condition and/or value of such Material is not
                   equivalent to that which would justify a price as provided
                   above may be specially priced as agreed to by the Parties.
                   Such price should result in the Joint Account being charged
                   with the value of the service rendered by such Material.

              E.   Pricing Conditions

                   (1) Loading or unloading costs may be charged to the Joint
                       Account at the rate of twenty-five cents (25c) per
                       hundred weight on all tubular goods movements, in lieu of
                       actual loading or unloading costs sustained at the
                       stocking point. The above rate shall be adjusted as of
                       the first day of April each year following January 1,
                       1985 by the same percentage increase or decrease used to
                       adjust overhead rates in Section III, Paragraph 1A.(3).
                       Each year, the rate calculated shall be rounded to the
                       nearest cent and shall be the rate in effect until the
                       first day of April next year. Such rate shall be
                       published each year by the Council of Petroleum
                       Accountants Societies.

                   (2) Material involving erection costs shall be charged at
                       applicable percentage of the current knocked-down price
                       of new Material.

 3.      PREMIUM PRICES

         Whenever Material is not readily obtainable at published or listed
         prices because of national emergencies, strikes or other unusual causes
         over which the Operator has no control, the Operator may charge the
         Joint Account for the required Material at the Operator's actual cost
         incurred in providing such Material, in making it suitable for use, and
         in moving it to the Joint Property, provided notice in writing is
         furnished to Non-Operators of the proposed charge prior to billing
         Non-Operators for such Material. Each Non-Operator shall have the
         right, by so electing and notifying Operator within ten days after
         receiving notice from Operator, to furnish in kind all or part of his
         share of such Material suitable for use and acceptable to Operator.

 4.      WARRANTY OF MATERIAL FURNISHED BY OPERATOR

         Operator does not warrant the Material furnished. In case of defective
         Material, credit shall not be passed to the Joint Account until
         adjustment has been received by Operator from the manufacturers or
         their agents.

                                 V. INVENTORIES

The Operator shall maintain detailed records of Controllable Material.

 1.      PERIODIC INVENTORIES, NOTICE AND REPRESENTATION

         At reasonable intervals, inventories shall be taken by Operator of the
         Joint Account Controllable Material. Written notice of intention to
         take inventory shall be given by Operator at least thirty (30) days
         before any inventory is to begin so that Non-Operators may be
         represented when any inventory is taken. Failure of Non-Operators to be
         represented at an inventory shall bind Non-Operators to accept the
         inventory taken by Operator.

 2.      RECONCILIATION AND ADJUSTMENT OF INVENTORIES

         Adjustments to the Joint Account resulting from the reconciliation of a
         physical inventory shall be made within six months following the taking
         of the inventory. Inventory adjustments shall be made by Operator to
         the Joint Account for




                                     - 8 -
<PAGE>
                                                      COPAS 1984 ONSHORE
                                                      Recommended by the Council
                                                      of Petroleum Accountants
                                                      Societies


         averages and shortages, but, Operator shall be held accountable only
         for shortages due to lack of reasonable diligence.

 3.      SPECIAL INVENTORIES

         Special inventories may be taken whenever there is any sale, change of
         interest, or change of Operator in the Joint Property. It shall be the
         duty of the party selling to notify all other Parties as quickly as
         possible after the transfer of interest takes place. In such cases,
         both the seller and the purchaser shall be governed by such inventory.
         In cases involving a change of Operator, all Parties shall be governed
         by such inventory.

 4.      EXPENSE OF CONDUCTING INVENTORIES

         A.       The expense of conducting periodic inventories shall not be
                  charged to the Joint Account unless agreed to by the Parties.

         B.       The expense of conducting special inventories shall be charged
                  to the Parties requesting such inventories, except inventories
                  required due to change of Operator shall be charged to the
                  Joint Account.

5.       EXCESS INVENTORY

         THE OPERATOR SHALL NOT BE REQUIRED TO MAINTAIN INVENTORY THAT IT DOES
         NOT DEEM PRUDENT; THEREFORE, IN THE EVENT OPERATOR DETERMINES THAT
         WELLHEAD AND ASSOCIATED COMPONENTS, INCLUDING, BUT NOT LIMITED TO XMAS
         TREE, FLOWLINE VALVES AND BLAST JOINTS (THE "EXCESS INVENTORY") HAVE NO
         FURTHER ON-SITE UTILIZATION, OPERATOR MAY SHIP THE EXCESS INVENTORY, OR
         ANY PART THEREOF, TO A THIRD PARTY RECOGNIZED IN THE INDUSTRY AS A
         WELLHEAD SPECIALTY COMPANY. THIS COMPANY SHALL SUGGEST A CLASSIFICATION
         WHICH WILL BE REVIEWED BY THE OPERATOR TO DETERMINE FUTURE UTILITY AND
         MARKET VALUE. ALL EXCESS INVENTORY ITEMS DETERMINED BY THE OPERATOR TO
         BE REUSABLE AFTER RECONDITIONING WILL BE ASSIGNED A CREDIT INDEXED TO
         LIST PRICE. ITEMS CLASSIFIED AS OBSOLETE, OR UNECONOMICAL TO REPAIR
         WILL BE SOLD AS JUNK AT CURRENT SCRAP VALUE. THE OPERATOR WILL CREDIT
         THE JOINT ACCOUNT PROPORTIONATELY TO EACH PARTY'S WORKING INTEREST
         OWNERSHIP IN ANY EXCESS INVENTORY SOLD OR JUNKED.




                                     - 9 -

<PAGE>


                                   EXHIBIT "D"


          ATTACHED TO AND MADE A PART OF THAT CERTAIN OPERATING AGREEMENT DATED
          OCTOBER 1, 2001 BETWEEN UNION OIL COMPANY OF CALIFORNIA, AS OPERATOR,
          AND IVANHOE ENERGY (USA) INC., AS NON-OPERATOR.


                                    INSURANCE

1.       At all times during the conduct of operations hereunder, Operator shall
         maintain in force the following minimum limits of insurance at the
         expense of, and for the benefit of the Joint Account:

         (a)      Workers Compensation Insurance in accordance with the laws of
                  the state(s) in which operations are covered under this
                  Agreement.

         (b)      Employer's Liability Insurance with a minimum limit of
                  $l,000,000 per occurrence.

         (c)      All vessels owned or bareboat chartered by Operator shall be
                  adequately covered by Hull and Protection and Indemnity
                  Insurance.

         (d)      All aircraft owned by Operator shall be adequately covered by
                  Aircraft Liability Insurance.

2.       No other insurance shall be carried by Operator for the benefit of the
         Joint Account; however, the Operator and each Non-Operator shall
         provide and maintain in force the following minimum limits of insurance
         at its sole expense and for its own benefit covering operations on
         lands subject to this Agreement. Upon evidence of the ability to do so,
         each party shall have the right to self-insure any of the coverages
         listed below at its option.

         (a)      Commercial General Liability Insurance with $1,000,000
                  combined single limit per occurrence and $5,000,000 in the
                  aggregate.

         (b)      Commercial Automobile Liability Insurance covering owned,
                  non-owned and hired automobiles with a combined single limit
                  of $1,000,000 per occurrence.

         (c)      Umbrella Liability Insurance, including liability for
                  environmental damage, with a combined single limit per
                  occurrence of $5,000,000.

3.       Any party may at its own expense acquire such other insurance as it
         deems proper to protect itself against any claims, losses, damages or
         destruction arising out of operations of the joint property.

4.       Operator shall require all contractors and subcontractors working or
         performing services hereunder to comply with the Worker's Compensation
         and Employer's Liability Laws, both State and Federal, and to carry
         Commercial General Liability and such other insurance as Operator deems
         necessary.

5.       Operator may include Workers Compensation Insurance and Employer's
         Liability Insurance risks under its qualified self-insurance program
         provided Operator complies with all applicable laws, and in such event,
         Operator shall charge the joint account with an amount that shall not;
         exceed the amount of the premium that would be charged at the manual
         rate effective for insurance coverage as if Operator were a purchaser
         of such coverage from an insurance company or companies.

6.       Operator shall require that owners of aircraft and boats chartered
         hereunder (other than bareboat charters) shall be adequately covered by
         Hull and Protection and Indemnity Insurance.




<PAGE>


7.       In connection with all losses, Operator shall upon request i) furnish
         copies of accident reports as they are received; ii) give notification
         of the service of all summons and legal processes; iii) provide
         information as to the status of any claim or suit of any payment made
         in connection therewith; and, iv) furnish any other available
         information required for the purpose of fixing or adjusting premiums or
         to support any claims.

8.       Operator and each Non-Operator agree to mutually waive subrogation in
         favor of each other on all insurances carried by each party and/or
         obtain such waiver from the insurance carrier if so required by the
         insurance contract. If such waiver is not obtained, the party failing
         to do so shall indemnify the other party(s) for any claim by an
         insurance carrier arising out of subrogation.

9.       All uninsured losses and all damages to the joint property shall be
         borne by the parties hereto in proportion to their respective interests
         herein.




<PAGE>


                                   EXHIBIT "E"

         ATTACHED TO AND MADE A PART OF THAT CERTAIN OPERATING AGREEMENT
  DATED EFFECTIVE OCTOBER 1, 2001, BETWEEN UNION OIL COMPANY OF CALIFORNIA, AS
            OPERATOR, AND IVANHOE ENERGY (USA) INC., AS NON-OPERATOR

                             GAS BALANCING AGREEMENT
                                    ONSHORE

I.       Definitions

         A.       "Agreement" shall mean this Gas Balancing Agreement.

         B.       "Balanced" is that condition which occurs when a party hereto
                  has taken the same percentage of the cumulative volume of Gas
                  production it is entitled to take pursuant to the terms of the
                  Operating Agreement.

         C.       "Contract Area" is the area affected by the Operating
                  Agreement.

         D.       "Gas" includes natural gas produced from a Well that produces
                  Gas Well Gas, including all constituent parts of such natural
                  gas, except liquid hydrocarbons and condensate recovered by
                  primary separation equipment.

         E.       "Gas Well Gas" is gas produced from a Well classified as a gas
                  well by the regulatory body having jurisdiction.

         F.       "Oil Well Gas" is gas produced from a Well classified as an
                  oil well by the regulatory body having jurisdiction.

         G.       "Overproduced" is the status of a party when the percentage of
                  the cumulative volume of Gas taken by that party exceeds that
                  party's percentage interest of the volume of cumulative Gas
                  production of all parties to the Operating Agreement under and
                  pursuant to the terms of said Operating Agreement.

         H.       "Underproduced" is the status of a party when the percentage
                  of cumulative volume of Gas taken by that party is less than
                  that party's percentage interest of the volume of cumulative
                  Gas production of all parties to the Operating Agreement under
                  and pursuant to the terms of said Operating Agreement.

         I.       "Well" is defined as each well subject to the Operating
                  Agreement that produces Gas. If a single Well is completed in
                  two or more reservoirs, such Well shall be considered a
                  separate Well with respect to, but only with respect to, each
                  reservoir from which the Gas produced is not commingled in the
                  wellbore.

II.      Application of this Agreement

The parties to the Operating Agreement to which this Gas Balancing Agreement is
attached own the working or operating interests in the Gas underlying the
Contract Area covered by such Agreement and are entitled to share in the
percentages therein as stated in the Operating Agreement.

In accordance with the terms of the Operating Agreement, each party shall take
its share of Gas produced from the Contract Area and market or otherwise dispose
of same. In the event a party hereto does not take in kind or market its share
of gas or has contracted to sell its share of Gas produced from the Contract
Area to a purchaser which, at any time while this Agreement is in effect, fails
to take the share of Gas attributable to the interest of such party, the terms
of this Gas Balancing Agreement shall automatically become effective.





<PAGE>


The Operator has the duty to control Gas production and the responsibility of
administering the provisions of this Gas Balancing Agreement. The Operator shall
cause deliveries to be made to the Gas purchasers at such rates as may be
required to give effect to the intent that the Gas production accounts of all
parties are, to the extent practicable, to be or become Balanced.

III.     Storing and Making Up Gas Production

         A.       Right to Take and Market Gas

                  During any period or periods when any party hereto does not
                  take, has no market for, or the market of a party is not
                  sufficient to take that party's full share of the Gas produced
                  from a Well located on the Contract Area, or such party's
                  purchaser otherwise fails to take such party's share of Gas
                  produced from any such Well in the Contract Area, resulting in
                  such party becoming Underproduced (such party being herein
                  referred to as an "Underproduced party") the other party or
                  parties shall be entitled, but not required to produce from
                  said Well in the Contract Area and take or deliver to their
                  respective purchaser(s), each month, all or a part of that
                  portion of the allowable Gas production assigned to such Well
                  by the regulatory body having jurisdiction. Any party so
                  taking or delivering Gas which results in such party becoming
                  Overproduced is herein referred to as an "Overproduced party".

                  Those parties which are capable of taking and/or marketing
                  quantities of Gas allocable to an Underproduced party, in the
                  absence of any other agreement between them, shall each take a
                  share of the Gas attributed to the Underproduced party or
                  parties in the direct proportion that their respective
                  interests bear to the total interest of all parties taking Gas
                  who are also considered Overproduced.

                  All parties hereto shall share in and own the liquid
                  hydrocarbons recovered from such Gas by primary separation
                  equipment in accordance with their respective interests and
                  subject to the terms of the above described Operating
                  Agreement, whether or not such parties are actually taking
                  and/or marketing Gas at such time.

         B.       Making Up Underproduction

                  Each party failing to market its share of the total volume of
                  Gas produced or failing to take its full share of the total
                  volume of Gas produced shall be considered Underproduced and
                  shall be credited with Gas in storage equal to its percentage
                  share of the total volume of Gas produced under this
                  Agreement, less that portion of the Gas actually marketed or
                  taken by such party, gas used in operations, vented, or lost.
                  Any Underproduced party shall endeavor to bring its taking of
                  Gas into a Balanced condition. Upon at least 30 days written
                  notice to the Operator, any Underproduced party may thereafter
                  begin taking or delivering to its purchaser its full share of
                  the Gas produced from a Well (less any used in operations,
                  vented, or lost). To allow an Underproduced party to balance,
                  upon 30 days written notice, an Underproduced party shall be
                  entitled to take or deliver to a purchaser its full share of
                  Gas produced from such Well (less any used in operations,
                  vented, or lost) plus, (i) for the months of March, April,
                  May, June, July, August, September and October only of any
                  calendar year or years during which this agreement may be in
                  place, an amount up to an additional fifty percent (50%) of
                  the monthly quantity of gas attributable to the Overproduced
                  party or parties, or (ii) for the months of November,
                  December, January and February only of any calendar year or
                  years during which this agreement may be in place, an amount
                  up to an additional twenty-five percent (25%) of the monthly
                  quantity of Gas attributable to the Overproduced party or
                  parties, beginning the first of the month immediately
                  following the twenty (20) days written notice.


<PAGE>


                  If more than one Underproduced party is entitled to take
                  additional Gas, they shall divide the additional Gas in
                  proportion to their respective Underproduced accounts. The
                  first Gas made up shall be assumed to be the first Gas
                  Underproduced.

          C.      Gas Balance Reporting

                  Each party taking Gas shall furnish or cause to be furnished
                  to the Operator a monthly written statement of Gas volumes
                  taken and the identity of its Gas purchaser, if any, no later
                  than thirty (30) days after the production month. Operator
                  shall not be required to adjust its Gas accounting statements
                  reflecting a different Gas purchaser until the first day of
                  the month following the month in which such notice is received
                  by the Operator. The Operator will maintain appropriate
                  accounting on a monthly and cumulative basis of the quantities
                  of Gas each party is entitled to take and/or market and the
                  quantities of Gas taken and/or marketed by each of the parties
                  to their respective Gas purchasers. With respect to Gas
                  purchased from or transported for more than one party by or
                  through one pipeline connected to the Well, each party selling
                  to or transporting through such one pipeline shall furnish to
                  Operator or cause the pipeline owner to furnish to Operator
                  monthly volume statements showing the split of ownership
                  through such pipeline's sales or pipeline inlet meter during
                  the preceding calendar month. Within ninety (90) days after
                  the end of each producing calendar month, the Operator shall
                  furnish each Party a statement showing the status of the
                  Overproduced and Underproduced accounts of all parties.

                  To determine respective volumes of Gas taken by separate gas
                  pipeline connected to the Wel1, measurement of Gas for
                  overproduction and underproduction shall be accomplished by
                  use of sales meters and well measurement equipment which shall
                  be in accordance with AGA requirements.

                  Each party to this agreement agrees that it will not utilize
                  any information obtained hereunder for any purpose other than
                  implementing or administering the terms of this Gas Balancing
                  Agreement.

          D.      Royalty and Production Tax

                  At all times while Gas is produced from the Contract Area,
                  unless otherwise required by any State or Federal law or
                  regulations, each party shall pay or cause to be paid all
                  royalty due and payable on its share of Gas production as if
                  each party were taking or delivering to a Gas purchaser its
                  share of Gas production. Each party agrees to hold each other
                  party harmless from any and all claims for royalty payments
                  asserted by its royalty owners. The term "royalty owner" shall
                  include owners of royalty, overriding royalties, production
                  payments, and similar interests payable out of production.

                  Each party producing and taking or delivering Gas to its Gas
                  purchaser shall pay, or cause to be paid, all production and
                  severance taxes due on all volumes of Gas actually taken or
                  sold by such party.

IV.               Cash Settlement

         A.       Final Cash Balancing

                  Should production of gas from the Contract Area be permanently
                  discontinued before the gas accounts are balanced, the
                  Operator shall make a final determination of the volume of the
                  last accrued over- and underproduction, if any, as of the date
                  of such permanent discontinuance and the identity of the
                  party(s) who are over- or underproduced. A cash settlement
                  will then be made between





<PAGE>


                  the Underproduced and Overproduced parties. In making such
                  settlement, the Underproduced parties shall be paid a sum of
                  money by the Overproduced parties equal to the value, computed
                  as hereafter set forth, of the unrecouped cumulative balance
                  of overproduction, less applicable taxes and royalties
                  theretofore paid.

                  In determining the value of the unrecouped cumulative balance
                  of overproduction, beginning with the most recent month in
                  which the Overproduced parties took a volume of gas in excess
                  of the quantity to which such parties were entitled, hereafter
                  called "overage," the volume of overage during such month
                  shall be multiplied times the actual prices received for such
                  overage during such month. The same calculation shall be made
                  for the next preceding month in which an overage occurred and
                  for each preceding month (progressing backward in time) in
                  which an overage occurred until the total volume of the
                  overages for these months equals the total volume of the
                  unrecouped cumulative balance of overproduction for purposes
                  of the cash settlement herein contemplated. Within ninety (90)
                  days of permanent discontinuance, the Operator will supply to
                  the Non-operator final volume gas balancing statements. Within
                  one hundred eighty (180) days of permanent discontinuance, the
                  Overproduced parties will pay or cause to be paid to the
                  Underproduced parties their share of overage. Operator assumes
                  no liability with respect to any such third party payments due
                  any Underproduced party. If refunds are later required by any
                  governmental authority, each party shall be accountable for
                  its respective share of such refunds as finally balanced
                  hereunder.

         B.       Collection and Distribution

                  Operator shall provide within thirty (30) days of permanent
                  termination of Gas production a final accounting of the Gas
                  balance to all parties hereto. Overproduced parties, within
                  thirty (30) days of receipt of the final accounting of the Gas
                  balance, shall provide Operator with a monthly statement of
                  volume for each month during which overproduction occurred
                  that has not been made-up. Within thirty (30) days after the
                  receipt of such monthly statements for Overproduced parties,
                  Operator shall calculate and invoice each Overproduced party
                  for its share of the cash settlement, based on said volume
                  statements, and the Cash Out Value due each Underproduced
                  party. Overproduced parties shall make settlement, based on
                  the invoiced amount, to the Operator within thirty (30) days
                  after receipt of said invoice. Such payment shall relieve an
                  Overproduced party of liability to any other party for the
                  sums paid. Operator shall promptly distribute the funds it
                  receives to the Underproduced parties in that proportion that
                  each Underproduced party's volume of gas in storage bears to
                  the total of all Underproduced parties volumes for Gas in
                  storage.

         C.       Responsibility and Liability for Collection

                  Operator shall not be liable to any Underproduced party for
                  the failure of any Overproduced party to any amounts owed
                  pursuant to the terms hereof. In the event that any party
                  fails to pay any sum due under the terms hereof after demand
                  therefore by the Operator, the Operator may turn
                  responsibility for the collection of such sum to the party or
                  parties to whom it is owed, and Operator shall have no further
                  responsibility in the event that such sums are not paid. Any
                  party shall have the right after expiration of thirty (30)
                  days after the Operator shall have provided a final accounting
                  of the Gas balance to all parties hereto to demand on thirty
                  (30) days advance written notice to both Operator and all
                  Overproduced parties that any payments due to such party for
                  such party's Underproduced volumes shall be paid directly to
                  such party by the Overproduced party(s), rather than being
                  paid through Operator. In the event that any Overproduced
                  party pays to Operator any sums due to an Underproduced party
                  at any time after thirty (30) days following the receipt of
                  such written notification of a demand that such
<PAGE>




                  Underproduced party receive such payment directly, the
                  Overproduced party(s) shall continue to be liable to such
                  Underproduced party for any sums so paid, until such payment
                  is actually received by such Underproduced party. In no event
                  shall Operator be liable or responsible for any amount of cash
                  settlement based on a value asserted by an Underproduced party
                  different than the value calculated based on the volume
                  statements and Cash Out Value provided by the Overproduced
                  party or parties.

          D.      Ownership Changes

                  In the event an Overproduced party intends to sell, assign,
                  exchange or otherwise transfer any of its interest in a Well
                  located on the Contract area, such Overproduced party shall
                  notify in writing the other working interest owners who are
                  parties hereto in such Well of such fact within forty-five
                  (45) days prior to closing the transaction. Any Underproduced
                  party may demand of such Overproduced party in writing, within
                  twenty (20) days after receipt of the Overproduced party's
                  notice of intent to sell, assign, exchange or otherwise
                  transfer its interest in a Well, a cash settlement of its
                  underproduction attributed to such Overproduced party's
                  Overproduction in the Well. Any Underproduced party electing
                  to cash settle with the Overproduced party shall thereby
                  indemnify and hold the Overproduced party harmless against any
                  causes of action, claims, losses or other actions which may be
                  claimed by any third party, including, but not limited to, any
                  purchaser of the Gas of the Underproduced party, as a result
                  of the cash settlement. The Operator shall be notified of any
                  such demand and of any cash settlement pursuant to this
                  Paragraph IV.D., and the Gas balance accounts of the parties
                  shall be adjusted accordingly. Any cash settlement pursuant to
                  this Paragraph IV.D shall be on the same basis as otherwise
                  set forth in Paragraphs IV.A. through IV.C. hereof.

                  The provision of this Paragraph IV.D shall not be applicable
                  in the event an Overproduced party has mortgaged its interest,
                  or disposed of its interests by merger, reorganization,
                  consolidation, or sale of substantially all of its assets to a
                  subsidiary or parent company, or to any company in which any
                  parent or subsidiary owns a majority of the stock of such
                  company.

V.                Miscellaneous

         A.       Term

                  This agreement shall remain in force and effect as long as the
                  Operating Agreement to which it is attached remains in force
                  and effect, and thereafter until the Gas balance accounts
                  between the parties are settled in full, and shall inure to
                  the benefit of and be binding upon the parties hereto, their
                  heirs, successors, legal representatives and assigns.





<PAGE>


         B.       Expenses

                  Nothing herein shall change or affect each party's obligations
                  to pay its proportionate share of all costs and liabilities
                  incurred in operations on the Contract Area as its share
                  thereof is set forth in the Operating Agreement to which this
                  Agreement is attached.

         C.       Well Tests

                  Nothing herein shall be construed to deny any party the right,
                  from time to time, to produce and take or deliver to its Gas
                  purchaser up to one hundred percent (100%) of the entire well
                  stream to meet the deliverability test required by its Gas
                  purchaser, provided that such tests are reasonable in light of
                  overall industry standards.

         D.       Monitoring of Takes of Production

                  Each party shall, at all times, use its best efforts to
                  regulate its takes and deliveries from each well on said
                  Contract Area so that no well will be shut-in for
                  overproducing the allowable assigned thereto by the regulatory
                  body having jurisdiction. Additionally, each party shall
                  communicate, as necessary, the contents of this agreement to
                  its respective Gas purchaser(s) or transporter(s) and shall
                  monitor its deliveries to its respective Gas Purchaser(s) or
                  transporter(s) so as to ensure to the greatest extent
                  practicable that its Gas purchaser(s) or transporter(s) does
                  not take Gas in excess of the quantities provided for herein.

         E.       Method of Tax Accounting

                  In the event Internal Revenue Service regulations require a
                  uniform method of computing taxable income by all parties,
                  each party agrees to compute and report income to the Internal
                  Revenue Service based on the quantity of Gas taken for its
                  account (the cumulative method) in accordance with such
                  regulations.





<PAGE>


                                   EXHIBIT "F"



            ATTACHED TO AND MADE PART OF THAT CERTAIN JOINT OPERATING
            AGREEMENT DATED EFFECTIVE OCTOBER 1, 200l BY AND BETWEEN
     UNION OIL COMPANY OF CALIFORNIA, AS OPERATOR, AND IVANHOE ENERGY (USA)
                             INC., AS NON-OPERATOR.



                EQUAL OPPORTUNITY & NON-SEGREGATION OF FACILITIES
                          CERTIFICATIONS AND AGREEMENTS

 This contract shall be performed by Operator in compliance with all applicable
 laws, proclaimed, orders, rules and regulations, including, without limitation,
 the following:

 1.      EQUAL EMPLOYMENT OPPORTUNITY

         A.       Equal Opportunity Clause (41 CFR 60-1.4). (Applicable to ail
                  contracts for more than $10,000, individually; or if Operator
                  has such contracts or subcontracts with the Government in any
                  12-month period which have an aggregate total value (or can
                  reasonably be expected to have an aggregate total value)
                  exceeding $10,000, the $10,000 or under exemption does not
                  apply, and the contracts are subject to the order and the
                  regulations issued pursuant thereto regardless of whether any
                  single contract exceeds $10,000.)



The equal opportunity clause required by Executive Order 11246 of September 24,
1965, and prescribed in section 60-1.4 of Title 41 of the Code of Federal
Regulations is incorporated by reference (as permitted by section 60-l.4(d) of
said Regulations) as if set out in full at this point.

         B.       Certification of Nonsegregated Facilities (41 CFR 60-1.8).
                  (Applicable only to contracts which are not exempt from the
                  provisions of the Equal Opportunity Clause set out above.)
                  Operator certifies that it does not, and will not, maintain or
                  provide for its employees any segregated facilities at any of
                  its establishments, and that it does not and will not, permit
                  its employees to perform their services at any location, under
                  its control, where segregated facilities are maintained.
                  Operator agrees that a breach of this certification is a
                  violation of the Equal Opportunity Clause required by
                  Executive Order 11246 of September 24, 1965.

                  As used in this certification, the term "segregated
                  facilities" means any waiting rooms, work areas, rest rooms
                  and wash room, restaurants and other eating areas, time
                  clocks, locker rooms and other storage or dressing areas,
                  parking lots, drinking fountains, recreation or entertainment
                  areas, transportation, and housing facilities provided for
                  employees which are segregated by explicit directive or are in
                  fact segregated on the basis of race, color, religion, or
                  national origin, because of habit, local custom, or otherwise.

                  Operator further agrees that (except where it has obtained
                  identical certifications from proposed subcontractors for
                  specific time periods) it will obtain identical certifications
                  from proposed subcontractors prior to the award of
                  subcontractors exceeding $10,000 which are not exempt from the
                  provisions of the Equal Opportunity Clause; that will forward
                  that following notice to such proposed subcontractors (except
                  where the proposed subcontractors have submitted identical
                  certifications for specific time periods);





<PAGE>


NOTICE TO PROSPECTIVE SUBCONTRACTORS OR REQUIREMENT FOR CERTIFICATIONS OF
NONSEGREGATED FACILITIES



                  A certificate of Nonsegregated Facilities must be submitted
                  prior to the award of a subcontract exceeding $10,000 which is
                  not exempt from the provisions of the Equal Opportunity
                  Clause. The certification may be submitted either for each
                  subcontract or for all subcontracts during a period (i.e.,
                  quarterly, semiannually, or annually).

         C.       Affirmative Action Compliance Program (41 CFR 60-l.40).
                  (Applicable only if Operator (a) has 50 or more employees and
                  (b) has a contract for $50,000 or more.) If required under
                  section 60-l.40 of Title 41 of the Code of Federal
                  Regulations, Operator certifies that it has developed, or
                  agrees to develop, a written affirmative action program for
                  each of its establishments within 120 days from the
                  effectiveness of this contract or the first of the contracts
                  of sale. Operator shall maintain or the first of the contracts
                  of sale. Operator shall maintain such program until such time
                  as it is no longer required by law or regulation. Operator
                  shall maintain a copy of separate program for each
                  establishment, including evaluation of utilization of minority
                  group personnel and the job classifications tables, at each
                  local office responsible for the personnel-makers of such
                  establishment.

         D.       Employer Information Report (41 CFR 60-l.7). (Applicable only
                  if Operator (a) has 50 or more employees, (b) is not exempt
                  pursuant to 41 CFR 60-l.5 from the requirement for filing
                  Employer Information Report EEO-1, and (c) has a contract or
                  subcontract amounting to $50,000 or more.)

If required under section 60-l.7 of Title 41 of the Code of Federal Regulations
to file, the Employer Information Report, Standard Form 100 (EEO-I), or such
forms as may hereinafter be promulgated in its place, in accordance with the
applicable instructions and will continue to file such report unless and until
Operator is not required to so file by law or regulation.

2.       AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE VIETNAM
         ERA

         A.       Affirmative Action Clause (41 CFR 60-250.4). (Applicable only
                  to contracts for $10,000 or more.)

                  The affirmative action clause prescribed in section 60-250.4
                  of Title 41 of the Code of Federal Regulations is incorporated
                  by reference (as permitted by section 60-250.22 of said
                  Regulations) as if set out in full at this point.

         B.       Affirmative Action Program (41 CFR 60-250.5). (Applicable to
                  contracts for $10,000 or more only if Operator (a) has 50 or
                  more employees and (b) holds a contract ( xxxxx or more.)

                  The affirmation action program prescribed in sections
                  60-250.22 of said Regulations) as if set out in full at this
                  point.

 3.      AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS

         A.       Affirmative Action Clause (41 CFR 60-741,4). (Applicable to
                  contracts for $2,500 or more.)




<PAGE>


                  The affirmative action clause prescribed in section 60-741.4
                  of Title 41 of the Code of Federal Regulations is incorporated
                  herein by reference (as permitted by section 60.741.22 of said
                  Regulations) as if set out in full at this point.

         B.       Affirmative Action Program (41 CFR 60-741.5). (Applicable to
                  contracts for $2,500 or more only if Operator (a) has 50 or
                  more employees and (b) holds a contract of $50,000 or more.)

                  The affirmative action program prescribed in sections 60-741.5
                  and 60-74l.6 of Title 41 of the Code of Federal Regulations is
                  incorporated by reference (as permitted by section 60-741.22
                  of said Regulations) as if set out in full at this point.


 4.      MINORITY BUSINESS ENTERPRISES (41 CFR 1-1.13, FEDERAL PROCUREMENT
         REGULATIONS)

         A.       Utilization of Minority Business Enterprises (41 CFR
                  1-1.1310-2(a)). (Applicable only to contracts which may
                  exceed $10,000 except those, and all subcontracts thereunder,
                  to be performed entirely outside the United States, its
                  possessions, and Puerto Rico, and those of services of a
                  personal nature.)

                  (1)      It is the policy of the Government that minority
                           business enterprises shall have the maximum
                           practicable opportunity to participate in the
                           performance of Government contracts.

                  (2)      Operator agrees to use its best efforts to carry out
                           this policy in the award of its subcontracts to the
                           fullest extent consistent with the efficient
                           performance of this contract. As used in this
                           contract, the term "minority business enterprises"
                           means a business, at least 50 percent of which is
                           owned by minority group members or, in case of
                           publicly owned businesses, at least 51 percent of the
                           stock of which is owned by minority group members.
                           For the purposes of this definition, minority group
                           members are Negroes, Spanish speaking American
                           persons, American-Oriental, American-Indians,
                           American-Eskimos, and American-Aleut. Operator may
                           rely on written representations by subcontractors
                           regarding their status as minority business
                           enterprises in lieu of an independent investigation.

         B.       Minority Business Enterprises Subcontracting Program (41 CFR
                  l-l.1310-2(b)). (Applicable to all contracts which may exceed
                  $500,000 which contain the clause required by 41 CFR
                  1-l.1310-2(a) and which offer substantial subcontracting
                  possibilities.).

                  (1)      Operator agrees to establish and conduct a program
                           which will enable minority business enterprises (as
                           defined in the above clause entitled "Utilization of
                           Minority Business Enterprises") to be considered
                           fairly as subcontractors and suppliers under this
                           contract. In this connection, Operator shall:

                           (a)      Designate a liaison officer who will
                                    administer Operator's minority business
                                    enterprises program.

                           (b)      Provide adequate and timely consideration of
                                    the potentialities of known minority
                                    business enterprises in all "make-or-buy"
                                    decisions.

                           (c)      Assure that known minority business
                                    enterprises will have an equitable
                                    opportunity to compete for subcontracts,
                                    particularly by arranging



<PAGE>


                                    solicitations, time for the preparation of
                                    bids, quantities, specification, and
                                    delivery schedules so as to facilitate the
                                    participation of minority business
                                    enterprises.

                           (d)      Maintain records showing (i) procedures
                                    which have been adopted to comply with the
                                    policies set forth in this clause, including
                                    the establishment of a source list of
                                    minority business enterprises, (ii) awards
                                    to minority business enterprises on the
                                    source list, and (iii) specific efforts to
                                    identify and ward contracts to minority
                                    business enterprises.

                           (e)      Include the Utilization of Minority Business
                                    Enterprises clause is subcontracts which
                                    offer substantial minority business
                                    enterprises subcontracting opportunities.

                           (f)      Cooperate with the Contracting Officer in
                                    any studies and surveys of Operator's
                                    minority business enterprises procedures and
                                    practices that the Contracting Officer may
                                    from time to time conduct.

                           (g)      Submit periodic reports of subcontracting to
                                    know minority business enterprises with
                                    respect to the records referred to in
                                    subparagraph (d), above, in such form and
                                    manner and at such time (not more often than
                                    quarterly) as the Contracting Officer may
                                    prescribe.

                  (2)      Operator further agrees to inert, in any subcontract
                           hereunder which may exceed $500,000 provisions which
                           shall conform substantially to the language of this
                           clause, including this paragraph (2), and to notify
                           the Contracting Officer of the names of such
                           subcontractors.







<PAGE>


                                   EXHIBIT "G"


         ATTACHED TO AND MADE A PART OF THAT CERTAIN OPERATING AGREEMENT
   DATED EFFECTIVE OCTOBER 1,2001, BETWEEN UNION OIL COMPANY OF CALIFORNIA, AS
            OPERATOR, AND IVANHOE ENERGY (USA) INC., AS NON-OPERATOR



                                 TAX PARTNERSHIP


                        (TO BE SUPPLIED AT A LATER DATE)


<PAGE>


                                  EXHIBIT "H"

         ATTACHED TO AND MADE A PART OF THAT CERTAIN OPERATING AGREEMENT DATED
         OCTOBER 1, 2001 BETWEEN UNION OIL COMPANY OF CALIFORNIA, AS OPERATOR,
         AND IVANHOE ENERGY (USA) INC., AS NON-OPERATOR.

                       MODEL FORM RECORDING SUPPLEMENT TO
                  OPERATING AGREEMENT AND FINANCING STATEMENT

     THIS AGREEMENT, entered into by and between _________________________
hereinafter referred to as "Operator," and the signatory party or parties other
than Operator, hereinafter referred to individually as "Non-Operator," and
collectively as "Non-Operators."

     WHEREAS, the parties to this agreement are owners of Oil and Gas Leases
and/or Oil and Gas Interests in the land identified in Exhibit "A" (said land,
Leases and Interests being hereinafter called the "Contract Area"), and in any
instance in which the Leases or Interests of a party are not of record, the
record owner and the party hereto that owns the interest or rights therein are
reflected on Exhibit "A";

     WHEREAS, the parties hereto have executed an Operating Agreement dated
_____________________________________ (herein the "Operating Agreement"),
covering the Contract Area for the purpose of exploring and developing such
lands, Leases and Interests for Oil and Gas; and

     WHEREAS, the parties hereto have executed this agreement for the purpose of
imparting notice to all persons of the rights and obligations of the parties
under the Operating Agreement and for the further purpose of perfecting those
rights capable of perfection.

     NOW, THEREFORE, in consideration of the mutual rights and obligations of
the parties hereto, it is agreed as follows:

     1. This agreement supplements the Operating Agreement, which Agreement in
its entirety is incorporated herein by reference, and all terms used herein
shall have the meaning ascribed to them in the Operating Agreement.

     2. The parties do hereby agree that:

        A. The Oil and Gas Leases and/or Oil and Gas Interests of the parties
     comprising the Contract Area shall be subject to and burdened with the
     terms and provisions of this agreement and the Operating Agreement, and the
     parties do hereby commit such Leases and Interests to the performance
     thereof.

        B. The exploration and development of the Contract Area for Oil and Gas
     shall be governed by the terms and provisions of the Operating Agreement,
     as supplemented by this agreement.

        C. All costs and liabilities incurred in operations under this agreement
     and the Operating Agreement shall be borne and paid, and all equipment and
     materials acquired in operations on the Contract Area shall be owned, by
     the parties hereto, as provided in the Operating Agreement.

        D. Regardless of the record title ownership to the Oil and Gas Leases
     and/or Oil and Gas Interests identified on Exhibit "A," all production of
     Oil and Gas from the Contract Area shall be owned by the parties as
     provided in the Operating Agreement; provided nothing contained in this
     agreement shall be deemed an assignment or cross-assignment of interests
     covered hereby.

        E. Each party shall pay or deliver, or cause to be paid or delivered,
     all burdens on its share of the production from the Contract Area as
     provided in the Operating Agreement.

        F. An overriding royalty, production payment, net profits interest or
     other burden payable out of production hereafter created, assignments of
     production given as security for the payment of money and those overriding
     royalties, production payments and other burdens payable out of production
     heretofore created and defined as Subsequently Created Interests in the
     Operating Agreement shall be (i) borne solely by the party whose interest
     is burdened therewith, (ii) subject to suspension if a party is required to
     assign or relinquish to another party an interest which is subject to such
     burden, and (iii) subject to the lien and security interest hereinafter
     provided if the party subject to such burden fails to pay its share of
     expenses chargeable hereunder and under the Operating Agreement, all upon
     the terms and provisions and in the times and manner provided by the
     Operating Agreement.

        G. The Oil and Gas Leases and/or Oil and Gas Interests which are subject
     hereto may not be assigned or transferred except in accordance with those
     terms, provisions and restrictions in the Operating Agreement regulating
     such transfer. This agreement and the Operating Agreement shall be binding
     upon and shall inure to the benefit of the parties hereto, and their
     respective heirs, devisees, legal representatives, and assigns, and the
     terms hereof shall be deemed to run with the leases or interests included
     within the lease Contract Area.

        H. The parties shall have the right to acquire an interest in renewal,
     extension and replacement leases, leases proposed to be surrendered, wells
     proposed to be abandoned, and interests to be relinquished as a result of
     nonparticipation in subsequent operations, all in accordance with the terms
     and provisions of the Operating Agreement.

        I. The rights and obligations of the parties and the adjustment of
     interests among them in the event of a failure or loss of title, each
     party's right to propose operations, obligations with respect to
     participation in operations on the Contract Area and the consequences of a
     failure to participate in operations, the rights and obligations of the
     parties regarding the marketing of production, and the rights and remedies
     of the parties for failure to comply with financial obligations shall be as
     provided in the Operating Agreement.

        J. Each party's interest under this agreement and under the Operating
     Agreement shall be subject to relinquishment for its failure to participate
     in subsequent operations and each party's share of production and costs
     shall be reallocated on the basis of such relinquishment; all upon the
     terms and provisions provided in the Operating Agreement.

        K. All other matters with respect to exploration and development of the
     Contract Area and the ownership and transfer of the Oil and Gas Leases
     and/or Oil and Gas Interest therein shall be governed by the terms and
     provisions of the Operating Agreement.

     3.   The parties hereby grant reciprocal liens and security interests as
          follows:

        A. Each party grants to the other parties hereto a lien upon any
     interest it now owns or hereafter acquires in Oil and Gas Leases and Oil
     and Gas Interests in the Contract Area, and a security interest and/or
     purchase money security



                                     - 1 -
<PAGE>


     interest in any interest it now owns or hereafter acquires in the
     personal property and fixtures on or used or obtained for use in connection
     therewith, to secure performance of all of its obligations under this
     agreement and the Operating Agreement including but not limited to payment
     of expense, interest and fees, the proper disbursement of all monies paid
     under this agreement and the Operating Agreement, the assignment or
     relinquishment of interest in Oil and Gas Leases as required under this
     agreement and the Operating Agreement, and the proper performance of
     operations under this agreement and the Operating Agreement. Such lien and
     security interest granted by each party hereto shall include such party's
     leasehold interests, working interests, operating rights, and royalty and
     overriding royalty interests in the Contract Area now owned or hereafter
     acquired and in lands pooled or unitized therewith or otherwise becoming
     subject to this agreement and the Operating Agreement, the Oil and Gas when
     extracted therefrom and equipment situated thereon or used or obtained for
     use in connection therewith (including, without limitation, all wells,
     tools, and tubular goods), and accounts (including, without limitation,
     accounts arising from the sale of production at the wellhead),






                                     - 2 -
<PAGE>


     contract rights, inventory and general intangibles relating thereto or
     arising therefrom, and all proceeds and products of the foregoing.

        B. Each party represents and warrants to the other parties hereto that
     the lien and security interest granted by such party to the other parties
     shall be a first and prior lien, and each party hereby agrees to maintain
     the priority of said lien and security interest against all persons
     acquiring an interest in Oil and Gas Leases and Interests covered by this
     agreement and the Operating Agreement by, through or under such party. All
     parties acquiring an interest in Oil and Gas Leases and Oil and Gas
     Interests covered by this agreement and the Operating Agreement, whether by
     assignment, merger, mortgage, operation of law, or otherwise, shall be
     deemed to have taken subject to the lien and security interest granted by
     the Operating Agreement and this instrument as to all obligations
     attributable to such interest under this agreement and the Operating
     Agreement whether or not such obligations arise before or after such
     interest is acquired.

        C. To the extent that the parties have a security interest under the
     Uniform Commercial Code of the state in which the Contract Area is
     situated, they shall be entitled to exercise the rights and remedies of a
     secured party under the Code. The bringing of a suit and the obtaining of
     judgment by a party for the secured indebtedness shall not be deemed an
     election of remedies or otherwise affect the lien rights or security
     interest as security for the payment thereof. In addition, upon default by
     any party in the payment of its share of expenses, interest or fees, or
     upon the improper use of funds by the Operator, the other parties shall
     have the right, without prejudice to other rights or remedies, to collect
     from the purchaser the proceeds from the sale of such defaulting party's
     share of Oil and Gas until the amount owed by such party, plus interest,
     has been received, and shall have the right to offset the amount owed
     against the proceeds from the sale of such defaulting party or parties
     stating the amount due as a result of the default, and all parties waive
     any from the non-defaulting party or parties stating the amount due as a
     result of the default, and all parties waive any recourse available against
     purchasers for releasing production proceeds as provided in this paragraph.

        D. If any party fails to pay its share of expenses within one
     hundred-twenty (120) days after rendition of a statement therefor by
     Operator the non-defaulting parties, including Operator, shall, upon
     request by Operator, pay the unpaid amount in the proportion that the
     interest of each such party bears to the interest of all such parties. The
     amount paid by each party so paying its share of the unpaid amount shall be
     secured by the liens and security rights described in this paragraph 3 and
     in the Operating Agreement, and each paying party may independently pursue
     any remedy available under the Operating Agreement or otherwise.

        E. If any party does not perform all of its obligations under this
     agreement or the Operating Agreement, and the failure to perform subjects
     such party to foreclosure or execution proceedings pursuant to the
     provisions of this agreement or the Operating Agreement, to the extent
     allowed by governing law, the defaulting party waives any available right
     of redemption from and after the date of judgment, any required valuation
     or appraisement of the mortgaged or secured property prior to sale, any
     available right to stay execution or to require a marshalling of assets and
     any required bond in the event a receiver is appointed. In addition, to the
     extent permitted by applicable law, each party hereby grants to the other
     parties a power of sale as to any property that is subject to the lien and
     security rights granted hereunder or under the Operating Agreement, such
     power to be exercised in the manner provided by applicable law or otherwise
     in a commercially reasonable manner and upon reasonable notice.

        F. The lien and security interest granted in this paragraph 3
     supplements identical rights granted under the Operating Agreement.

        G. To the extent permitted by applicable law, Non-Operators agree that
     Operator may invoke or utilize the mechanics' or materialmen's lien law of
     the state in which the Contract Area is situated in order to secure the
     payment to Operator of any sum due under this agreement and the Operating
     Agreement for services performed or materials supplied by Operator.

        H. The above described security will be financed at the wellhead of the
     well or wells located on the Contract Area and this Recording Supplement
     may be filed in the land records in the County or Parish in which the
     Contract Area is located, and as a financing statement in all recording
     offices required under the Uniform Commercial Code or other applicable
     state statutes to perfect the above-described security interest, and any
     party hereto may file a continuation statement as necessary under the
     Uniform Commercial Code, or other state laws.

     4. This agreement shall be effective as of the date of the Operating
Agreement as above recited. Upon termination of this agreement and the Operating
Agreement and the satisfaction of all obligations thereunder, Operator is
authorized to file of record in all necessary recording offices a notice of
termination, and each party hereto agrees to execute such a notice of
termination as to Operator's interest, upon the request of Operator, if Operator
has complied with all of its financial obligations.

     5. This agreement and the Operating Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
devisees, legal representatives, successors and assigns. No sale, encumbrance,
transfer or other disposition shall be made by any party of any interest in the
Leases or Interests subject hereto except as expressly permitted under the
Operating Agreement and, if permitted, shall be made expressly subject to this
agreement and the Operating Agreement and without prejudice to the rights of the
other parties. If the transfer is permitted, the assignee of an ownership
interest in any Oil and Gas Lease shall be deemed a party to this agreement and
the Operating Agreement as to the interest assigned from and after the effective
date of the transfer of ownership; provided, however, that the other parties
shall not be required to recognize any such sale, encumbrance, transfer or other
disposition for any purpose hereunder until thirty (30) days after they have
received a copy of the instrument of transfer or other satisfactory evidence
thereof in writing from the transferor or transferee. No assignment or other
disposition of interest by a party shall relieve such party of obligations
previously incurred by such party under this agreement or the Operating
Agreement with respect to the interest transferred, including without limitation
the obligation of a party to pay all costs attributable to an operation
conducted under this agreement and the Operating Agreement in which such party
has agreed to participate prior to making such assignment, and the lien and
security interest granted by Article VII.B. of the Operating Agreement and
hereby shall continue to burden the interest transferred to secure payment of
any such obligations.

     6. In the event of a conflict between the terms and provisions of this
agreement and the terms and provisions of the Operating Agreement, then, as
between the parties, the terms and provisions of the Operating Agreement shall
control.

     7. This agreement shall be binding upon each Non-Operator when this
agreement or a counterpart thereof has been executed by such Non-Operator and
Operator notwithstanding that this agreement is not then or thereafter executed
by all of the parties to which it is tendered or which are listed on Exhibit "A"
as owning an interest in the Contract Area or which own, in fact, an interest in
the Contract Area. In the event that any provision herein is illegal or
unenforceable, the remaining provisions shall not be affected, and shall be
enforced as if the illegal or unenforceable provision did not appear herein.



                                     - 3 -


<PAGE>

B. OTHER PROVISIONS




_________________________________________, who has prepared and circulated this
form for execution, represents and warrants that the form was printed from and,
with the exception(s) listed below, is identical to the AAPL Form 6IORS-1989
Model Form Recording Supplement to Operating Agreement and Financing Statement,
as published in computerized form by Forms On-A-Disk, Inc. No changes,
alterations, or modifications, other than those made by strikethrough and/or
insertion and that are clearly recognizable as changes in Articles
_____________________, have been made to the form.




     IN WITNESS WHEREOF, this agreement shall be effective as of the _______ day
of ___________________, year: ____________.


ATTEST OR WITNESS:                                     OPERATOR

                                         _______________________________________

                                         _______________________________________

_______________________________________  By: ___________________________________
                                                        TYPE OR PRINT NAME
                                         Title: ________________________________

_______________________________________  Date: _________________________________

                                         Address: ______________________________



ATTEST OR WITNESS:                                    NON-OPERATORS

                                         _______________________________________

                                         _______________________________________

_______________________________________  By: ___________________________________
                                                        TYPE OR PRINT NAME
                                         Title: ________________________________

_______________________________________  Date: _________________________________

                                         Address: ______________________________




ATTEST OR WITNESS:

                                         _______________________________________

                                         _______________________________________

_______________________________________  By: ___________________________________
                                                        TYPE OR PRINT NAME
                                         Title: ________________________________

_______________________________________  Date: _________________________________

                                         Address: ______________________________



ATTEST OR WITNESS:


                                         _______________________________________

                                         _______________________________________

_______________________________________  By: ___________________________________
                                                        TYPE OR PRINT NAME
                                         Title: ________________________________

_______________________________________  Date: _________________________________

                                         Address: ______________________________




                                     - 4 -
<PAGE>



                                  EXHIBIT "A"


1.       Oil, Gas and Mineral Lease dated 03/06/2001, by and between Nolan A.
         Phillips, dealing herein in his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13400, Volume 2109, Page 260, Henderson County, Texas, 10/03/2001, File
         # 0007665, Volume 1689, Page 102, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-001-01).

2.       Oil, Gas and Mineral Lease dated 06/05/2001, by and between Susan A.
         Soulsby, dealing herein in her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13410, Volume 2109, Page 288, Henderson County, Texas, 10/03/2001, File
         # 0007666, Volume 1689, Page 105, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-006-01).

3.       Oil, Gas and Mineral Lease dated 06/05/2001, by and between David R.
         Soulsby, dealing herein in his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13411, Volume 2109, Page 292, Henderson County, Texas, 10/03/2001, File
         # 0007667, Volume 1689, Page 109, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-006-02).

4.       Oil, Gas and Mineral Lease dated 07/11/2001, by and between Ralph H.
         Meriwether, dealing herein in his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 13412, Volume 2109, Page 296, Henderson County, Texas, 10/03/2001,
         File # 0007668, Volume 1689, Page 113, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-006-03).

5.       Oil, Gas and Mineral Lease dated 05/08/2001, by and between Julius
         W. Wylie, Jr., dealing herein with his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006360, Volume 1682, Page 228, Anderson County, Texas, 9/27/2001,
         File # 0016160, Volume 2121, Page 754, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-01).

6.       Oil, Gas and Mineral Lease dated 05/08/2001, by and between Alma Joe
         Coats, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006356, Volume 1682, Page 212, Anderson County, Texas, 9/27/2001, File
         # 0016161, Volume 2121, Page 758, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-02).

7.       Oil, Gas and Mineral Lease dated 05/17/2001, by and between Nannearle
         Sanders Hash, dealing herein with her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006345, Volume 1682, Page 177, Anderson County, Texas, 9/27/2001,
         File # 0016162, Volume 2121, Page 762, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-04).

8.       Oil, Gas and Mineral Lease dated 05/08/2001, by and between Ruth Cotton
         Mann, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006378, Volume 1682, Page 313, Anderson County, Texas, 9/27/2001, File
         # 0016163, Volume 2121, Page 765, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-06).

9.       Oil, Gas and Mineral Lease dated 06/04/2001, by and between Lucille
         Tidgren, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006277, Volume 1681, Page 753, Anderson County, Texas, 9/27/2001, File
         # 0016164, Volume 2121, Page 769, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-09).



                                                          Catfish Creek Prospect


<PAGE>



10.      Oil, Gas and Mineral Lease dated 06/07/2001, by and between Ethel Wood,
         dealing through Agent and Attorney-In-Fact, Charles Davis, Jr., and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006278,
         Volume 1681, Page 757, Anderson County, Texas, 9/27/2001, File #
         0016165, Volume 2121, Page 773, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-10).

11.      Oil, Gas and Mineral Lease dated 05/29/2001, by and between Virginia
         Ewald, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006279, Volume 1681, Page 761, Anderson County, Texas, 9/27/2001, File
         # 0016166, Volume 2121, Page 777, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-11).

12.      Oil, Gas and Mineral Lease dated 06/14/2001, by and between David Paul
         McNair, dealing herein with his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006355, Volume 1682, Page 208, Anderson County, Texas, 9/27/2001, File
         # 0016167, Volume 2121, Page 781, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-018-12).

13.      Oil, Gas and Mineral Lease dated 05/24/2001, by and between Owen Oil &
         Gas Properties, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
         on 8/13/2001, File # 13414, Volume 2109, Page 301, Henderson County,
         Texas, 10/03/2001, File # 0007669, Volume 1689, Page 115, Anderson
         County, Texas, in the Official Public Records of Anderson and Henderson
         Counties, Texas. (C2330-023-02).

14.      Oil, Gas and Mineral Lease dated 05/16/2001, by and between Janice
         Stringfield, dealing herein with her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006288, Volume 1681, Page 791, Anderson County, Texas, 9/27/2001,
         File # 0016168, Volume 2121, Page 785, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-024-01).

15.      Oil, Gas and Mineral Lease dated 03/16/2001, by and between Hardy
         Nance, A-I-F for Gladys P. Nance, as Lessor, and R.A.M. ENERGY, INC.,
         as Lessee, recorded on 8/13/2001, File # 0006306, Volume 1682, Page 9,
         Anderson County, Texas, 9/27/2001, File # 0016169, Volume 2121, Page
         788, Henderson County, Texas, in the Official Public Records of
         Anderson and Henderson Counties, Texas. (C2330-026-05).

16.      Oil, Gas and Mineral Lease dated 05/23/2001, by and between Laura
         Taylor Kelly, dealing herein with her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006311, Volume 1682, Page 25, Anderson County, Texas, 9/27/2001,
         File # 0016171, Volume 2121, Page 796, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-026-10).

17.      Oil, Gas and Mineral Lease dated 05/23/2001, by and between Weldon J.
         Taylor, dealing herein with his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006313, Volume 1682, Page 32, Anderson County, Texas, 9/27/2001, File
         # 0016170, Volume 2121, Page 792, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-026-12).

18.      Oil, Gas and Mineral Lease dated 03/22/2001, by and between Leslie G.
         Lambright, dealing herein with his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006314, Volume 1682, Page 36, Anderson County, Texas, 9/27/2001,
         File # 0016172, Volume 2121, Page 800, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-027-01).

19.      Oil, Gas and Mineral Lease dated 03/26/2001, by and between Debbie K.
         Polley, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006315, Volume 1682, Page 39, Anderson County, Texas, 9/27/2001, File
         # 0016173, Volume 2121, Page 803, Henderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-027-02).



<PAGE>



20.      Oil, Gas and Mineral Lease dated 03/22/2001, by and between Jerald
         Lambright and wife, Ruth Lambright, as Lessors, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File # 0006316, Volume 1682,
         Page 42, Anderson County, Texas, 9/27/2001, File # 0016174, Volume
         2121, Page 806, Henderson County, Texas, in the Official Public Records
         of Anderson and Henderson Counties, Texas. (C2330-029-11).

21.      Oil, Gas and Mineral Lease dated 06/08/2001, by and between Frank W.
         Denius, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File # 13423, Volume 2109, Page 327, Henderson County,
         Texas, 10/03/2001, File # 0007670, Volume 1689, Page 117, Anderson
         County, Texas, in the Official Public Records of Anderson and Henderson
         Counties, Texas. (C2330-043-01).

22.      Oil, Gas and Mineral Lease dated 06/08/2001, by and between Charmine
         Denius McGill, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
         on 8/13/2001, File # 13424, Volume 2109, Page 329, Henderson County,
         Texas, 10/03/2001, File # 0007671, Volume 1689, Page 119, Anderson
         County, Texas, in the Official Public Records of Anderson and Henderson
         Counties, Texas. (C2330-043-02).

23.      Oil, Gas and Mineral Lease dated 05/21/2001, by and between Donald W.
         Abernathy by Agent and Attorney-In-Fact for Norma J. Abernathy, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13426, Volume 2109, Page 335, Henderson County, Texas,
         10/03/2001, File # 0007672, Volume 1689, Page 121, Anderson County,
         Texas, in the Official Public Records of Anderson and Henderson
         Counties, Texas. (C2330-045-02).

24.      Oil, Gas and Mineral Lease dated 05/21/2001, by and between Donald W.
         Abernathy by Agent and Attorney-In-Fact for Norma J. Abernathy,
         Individually and as Guardian of the Estate of George R. Abernathy, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13427, Volume 2109, Page 341, Henderson County, Texas,
         10/03/2001, File # 0007673, Volume 1689, Page 127, Anderson County,
         Texas, in the Official Public Records of Anderson and Henderson
         Counties, Texas. (C2330-045-03).

25.      Oil, Gas and Mineral Lease dated 05/24/2001, by and between Jackie
         Dodson, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13428, Volume 2109, Page 347, Henderson County, Texas, 10/03/2001, File
         # 0007674, Volume 1689, Page 133, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-045-04).

26.      Oil, Gas and Mineral Lease dated 05/24/2001, by and between Dan Dodson,
         dealing herein with his sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 13429,
         Volume 2109, Page 352, Henderson County, Texas, 10/03/2001, File #
         0007675, Volume 1689, Page 138, Anderson County, Texas, in the Official
         Public Records of Anderson and Henderson Counties, Texas.
         (C2330-045-05).

27.      Oil, Gas and Mineral Lease dated 05/24/2001, by and between Dereck
         Dodson, dealing herein with his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13430, Volume 2109, Page 358, Henderson County, Texas, 10/03/2001, File
         # 0007676, Volume 1689, Page 144, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-045-06).

28.      Oil, Gas and Mineral Lease dated 06/06/2001, by and between Bobby F.
         Abernathy, dealing herein with his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 13431, Volume 2109, Page 364, Henderson County, Texas, 10/03/2001,
         File # 0007677, Volume 1689, Page 150, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-045-07).

29.      Oil, Gas and Mineral Lease dated 06/06/2001, by and between Herbert
         Abernathy, dealing herein with his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 13432, Volume 2109, Page 370, Henderson County, Texas, 10/03/2001,
         File # 0007678, Volume 1689, Page 156, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-045-08).


<PAGE>





30.      Oil, Gas and Mineral Lease dated 07/09/2001, by and between Floy E.
         Little, dealing herein with his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13433, Volume 2109, Page 376, Henderson County, Texas, 10/03/2001, File
         # 0007679, Volume 1689, Page 162, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-045-09).

31.      Oil, Gas and Mineral Lease dated 05/23/2001, by and between Jean Clark,
         dealing herein with her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 13437,
         Volume 2109, Page 393, Henderson County, Texas, 10/03/2001, File #
         0007660, Volume 1689, Page 82, Anderson County, Texas, in the Official
         Public Records of Anderson and Henderson Counties, Texas.
         (C2330-050-02).

32.      Oil, Gas and Mineral Lease dated 05/14/2001, by and between Don Bullock
         and wife, Shirley Bullock, as Lessors, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 13441, Volume 2109, Page 408,
         Henderson County, Texas, 10/03/2001, File # 0007661, Volume 1689, Page
         88, Anderson County, Texas, in the Official Public Records of Anderson
         and Henderson Counties, Texas. (C2330-055-01).

33.      Oil, Gas and Mineral Lease dated 05/31/2001, by and between Teresa
         Heilig, dealing herein with her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13442, Volume 2109, Page 412, Henderson County, Texas, 10/03/2001, File
         # 0007662, Volume 1689, Page 92, Anderson County, Texas, in the
         Official Public Records of Anderson and Henderson Counties, Texas.
         (C2330-055-02).

34.      Oil, Gas and Mineral Lease dated 05/17/2001, by and between Damon
         Douglas, Trustee, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 8/13/2001, File # 13443, Volume 2109, Page 415, Henderson
         County, Texas, 10/03/2001, File # 0007663, Volume 1689, Page 95,
         Anderson County, Texas, in the Official Public Records of Anderson and
         Henderson Counties, Texas. (C2330-056-01).

35.      Oil, Gas and Mineral Lease dated 05/31/2001, by and between Buford R.
         Hayes and wife and Reba Hayes, as Lessors, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 13444, Volume 2109, Page 419,
         Henderson County, Texas, 10/03/2001, File # 0007664, Volume 1689, Page
         99, Anderson County, Texas, in the Official Public Records of Anderson
         and Henderson Counties, Texas. (C2330-057-01).



<PAGE>

                                   EXHIBIT "A"



1.       Oil, Gas and Mineral Lease dated 03/06/2001, by and between Kathryn P.
         Jenkins, individually and as Trustee of the R.E. and K.P. Jenkins
         Living Trust, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
         on 8/13/2001, File# 13401, Volume 2109, Page 263, of the Official
         Public Records of Henderson County, Texas (C2330-003-01).

2.       Oil, Gas and Mineral Lease dated 03/06/2001, by and between Charles A.
         Jenkins, dealing in his sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File# 13402,
         Volume 2109, Page 266, of the Official Public Records of Henderson
         County, Texas (C2330-003-02).

3.       Oil, Gas and Mineral Lease dated 03/06/2001, by and between Annie E.
         Waller, dealing herein in her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File#
         13403, Volume 2109, Page 269, of the Official Public Records of
         Henderson County, Texas (C2330-003-03).

4.       Oil, Gas and Mineral Lease dated 03/06/2001, by and between James A.
         Hemminger, dealing herein in his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File#
         13404, Volume 2109, Page 272, of the Official Public Records of
         Henderson County, Texas (C2330-003-04).

5.       Oil, Gas and Mineral Lease dated 03/06/2001, by and between Lucille M.
         Latronica, dealing herein in her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File#
         13405, Volume 2109, Page 275, of the Official Public Records of
         Henderson County, Texas (C2330-003-05).

6.       Oil, Gas and Mineral Lease dated 03/20/2001, by and between Thomas H.
         Grantham, Trustee of the Children of Sarah Helen Smith Grantham Trust,
         as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File# 13406, Volume 2109, Page 278, of the Official Public Records of
         Henderson County, Texas (C2330-004-01).

7.       Oil, Gas and Mineral Lease dated 03/20/2001, by and between Edith Dane
         Smith, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File# 13407,
         Volume 2109, Page 281, of the Official Public Records of Henderson
         County, Texas (C2330-004-02).

8.       Memorandum of Oil, Gas and Mineral Lease dated 06/01/2001, by and
         between William L. Graham, Trustee for Edwin L. Cox, and Jr. Trust #12,
         as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File# 13408, Volume 2109, Page 284, of the Official Public Records of
         Henderson County, Texas (C2330-004-03).

9.       Memorandum of Oil, Gas and Mineral Lease dated 06/27/2001, by and
         between Dane Hansford Smith, Agent and A-I-F for Heather Royall Smith,
         as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File# 13409, Volume 2109, Page 286, of the Official Public Records of
         Henderson County, Texas (C2330-004-04).

10.      Oil, Gas and Mineral Lease dated 03/19/2001, by and between Glen
         Carnes, dealing herein as his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File#
         13413, Volume 2109, Page 298, of the Official Public Records of
         Henderson County, Texas (C2330-023-01).

11.      Memorandum of Oil, Gas and Mineral Lease dated 07/25/2001, by and
         between Inverness Energy, Inc., as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 9/20/2001, File# 15786, Volume 2120, Page 266, of
         the Official Public Records of Henderson County, Texas (C2330-023-03).

12.      Oil, Gas and Mineral Lease dated 03/28/2001, by and between Roy D.
         Mills and wife, Kandy A. Mills, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File# 13415, Volume 2109, Page 303, of
         the Official Public Records of Henderson County, Texas (C2330-037-01).




                                                          Catfish Creek Prospect

                                                                               1




<PAGE>


13.      Oil, Gas and Mineral Lease dated 03/27/2001, by and between Jimmie
         Marie Batson, dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13416, Volume 2109, Page 306, of the Official Public Records
         of Henderson County, Texas (C2330-037-02).

14.      Oil, Gas and Mineral Lease dated 03/30/2001, by and between Donna Gayle
         Shelby, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File # 13417, Volume 2109, Page 309, of the Official Public
         Records of Henderson County, Texas (C2330-037-03).

15.      Oil, Gas and Mineral Lease dated 03/30/2001, by and between Charles
         Adams AKA Charles Brown, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 8/13/2001, File # 13418, Volume 2109, Page 312, of the
         Official Public Records of Henderson County, Texas (C2330-037-04).

16.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between Brenda
         Cupp, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 13419,
         Volume 2109, Page 315, of the Official Public Records of Henderson
         County, Texas (C2330-037-05).

17.      Oil, Gas and Mineral Lease dated 03/27/2001, by and between Alan Giles,
         dealing herein as his sole and separate property, as Lessor, and R.A.M.
         ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 13420, Volume
         2109, Page 318, of the Official Public Records of Henderson County,
         Texas (C2330-039-01).

18.      Oil, Gas and Mineral Lease dated 03/27/2001, by and between Lowell
         Giles, and wife Margaret L. Giles, dealing herein as his sole and
         separate property, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 8/13/2001, File # 13421, Volume 2109, Page 321, of the
         Official Public Records of Henderson County, Texas (C2330-041-01).

19.      Oil, Gas and Mineral Lease dated 03/27/2001, by and between Evelyn
         Giles Sims, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13422, Volume 2109, Page 324, of the Official Public Records
         of Henderson County, Texas (C2330-042-01).

20.      Oil, Gas and Mineral Lease dated 05/25/2001, by and between Easter
         Seals Society of Greater Dallas, Inc., as Lessor, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File # 13425, Volume 2109, Page
         331, of the Official Public Records of Henderson County,
         Texas (C2330-044-01).

21.      Oil, Gas and Mineral Lease dated 05/15/2001, by and between Wayne
         Weeks, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File # 13434, Volume 2109, Page 382, of the Official Public
         Records of Henderson County, Texas (C2330-047-01).

22.      Memorandum of Oil, Gas and Mineral Lease dated 07/25/2001, by and
         between Inverness Energy, Inc., as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 9/20/2001, File # 15787, Volume 2120, Page 267, of
         the Official Public Records of Henderson County, Texas (C2330-048-01).

23.      Oil, Gas and Mineral Lease dated 05/21/2001, by and between Daniel G.
         Abernathy, dealing herein as his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13435, Volume 2109, Page 386, of the Official Public Records of
         Henderson County, Texas (C2330-049-01).

24.      Oil, Gas and Mineral Lease dated 05/15/2001, by and between J. Rodney
         Johnson, dealing herein as his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13438, Volume 2109, Page 399, of the Official Public Records of
         Henderson County, Texas (C2330-051-01).

25.      Oil, Gas and Mineral Lease dated 07/11/2001, by and between Marjory
         Maffit Jones, Individually and as Trustee of the Jones Living Trust, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13440, Volume 2109, Page 405, of the Official Public Records
         of Henderson County, Texas (C2330-051-03).

26.      Oil, Gas and Mineral Lease dated 06/06/2001, by and between Elvert
         Gregory Lovelady, dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13445, Volume 2109, Page 422, of the Official Public Records
         of Henderson County, Texas (C2330-058-01).

27.      Oil, Gas and Mineral Lease dated 06/01/2004, by and between Roy E.
         Pulis and wife, Carolyn S. Pulis, as Lessor, and R.A.M. ENERGY, INC.,
         as Lessee, recorded on 8/13/2001, File # 13446, Volume 2109, Page 426,
         of the Official Public Records of Henderson County, Texas
         (C2330-059-01).




                                                                               2




<PAGE>



28.      Oil, Gas and Mineral Lease dated 05/15/2001, by and between Ira Jean
         Jackson, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13447, Volume 2109, Page 429, of the Official Public Records of
         Henderson County, Texas (C2330-063-01).

29.      Oil, Gas and Mineral Lease dated 05/07/2001, by and between Stephen
         Kelley Presswood, dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 13448, Volume 2109, Page 432, of the Official Public Records of
         Henderson County, Texas (C2330-064-01).

30.      Oil, Gas and Mineral Lease dated 05/07/2001, by and between Pamela Sue
         Lott, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 13449,
         Volume 2109, Page 435, of the Official Public Records of Henderson
         County, Texas (C2330-064-02).

31.      Oil, Gas and Mineral Lease dated 05/29/2001, by and between Virginia
         Gail Willis, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 13450, Volume 2109, Page 438, of the Official Public Records of
         Henderson County, Texas (C2330-064-03).

32.      Memorandum of Oil, Gas and Mineral Lease dated 06/20/2001, by and
         between East Texas National Bank, Trustee of the Testementary Trust of
         The Last Will and Testament of Theretin Barlett Pickel, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 13451,
         Volume 2109, Page 441, of the Official Public Records of Henderson
         County, Texas (C2330-078-01).

33.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Pauline
         Massengale, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File # 13452, Volume 2109, Page 442, of the Official Public
         Records of Henderson County, Texas (C2330-081-01).

34.      Memorandum of Oil, Gas and Mineral Lease dated 07/25/2001, by and
         between Inverness Energy, Inc., as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 9/20/2001, File # 15789, Volume 2120, Page 271, of
         the Official Public Records of Henderson County, Texas (C2330-082-01).

35.      Oil, Gas and Mineral Lease dated 05/09/2001, by and between Virgil R.
         Sparkman and wife, Georgia V. Sparkman, as Lessor, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File # 13453, Volume 2109, Page
         445, of the Official Public Records of Henderson County, Texas
         (C2330-084-01).

36.      Oil, Gas and Mineral Lease dated 05/05/2001, by and between Wade
         Wilbanks and wife, Jerry Nell Wilbanks, as Lessor, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File # 13454, Volume 2109, Page
         448, of the Official Public Records of Henderson County, Texas
         (C2330-085-01).

37.      Oil, Gas and Mineral Lease dated 05/16/2001, by and between Randy Allen
         Wilbanks, dealing herein as his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13455, Volume 2109, Page 451, of the Official Public Records of
         Henderson County, Texas (C2330-085-02).

38.      Oil, Gas and Mineral Lease dated 05/16/2001, by and between Gary Don
         Wilbanks, dealing herein as his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         13456, Volume 2109, Page 454, of the Official Public Records of
         Henderson County, Texas (C2330-085-03).

39.      Oil, Gas and Mineral Lease dated 05/18/2001, by and between Bill Isbell
         and Gladys Isbell, as Trustees for the Isbell Family Revocable Trust,
         as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 13457, Volume 2109, Page 457, of the Official Public Records of
         Henderson County, Texas (C2330-085-04).

40.      Oil, Gas and Mineral Lease dated 05/18/2001, by and between Jessie Tom
         Jennigan and wife, Priscilla Jennigan, as Lessor, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File # 13458, Volume 2109, Page
         460, of the Official Public Records of Henderson County, Texas
         (C2330-087-01).


                               END OF EXHIBIT "A"




                                                                               3




<PAGE>



                                   EXHIBIT "A"



1.       Oil, Gas and Mineral Lease dated 03/12/2001, by and between J.C. Price
         and wife, Evelyn S. Price, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006259, Volume 1681, Page 703,
         of the Official Public Records of Anderson County, Texas
         (C2330-009-01).

2.       Oil, Gas and Mineral Lease dated 03/15/2001, by and between Charles
         Leslie Price, dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006260, Volume 1681, Page 708, of the Official Public Records of
         Anderson County, Texas (C2330-010-01).

3.       Oil, Gas and Mineral Lease dated 03/12/2001, by and between Adell Till,
         dealing herein as her sole and separate property, as Lessor, and R.A.M.
         ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006261, Volume
         1681, Page 711, of the Official Public Records of Anderson County,
         Texas (C2330-011-01).

4.       Oil, Gas and Mineral Lease dated 03/12/2001, by and between Annie Till
         Adair, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006262,
         Volume 1681, Page 714, of the Official Public Records of Anderson
         County, Texas (C2330-011-01-A).

5.       Oil, Gas and Mineral Lease dated 03/12/2001, by and between Cynthia
         Abby Cowart, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006263, Volume 1681, Page 717, of the Official Public Records of
         Anderson County, Texas (C2330-011-A).

6.       Oil, Gas and Mineral Lease dated 03/12/2001, by and between Cary S.
         Cowart, et ux, Trenia Cowart, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006264, Volume 1681, Page 720,
         of the Official Public Records of Anderson County, Texas
         (C2330-011-B).

7.       Oil, Gas and Mineral Lease dated 03/20/2001, by and between Charles L.
         Neill, dealing herein as his sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006266,
         Volume 1681, Page 726, of the Official Public Records of Anderson
         County, Texas (C2330-017-02).

8.       Oil, Gas and Mineral Lease dated 03/20/2001, by and between Walter R.
         Neill, Jr., dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006267, Volume 1681, Page 729, of the Official Public Records of
         Anderson County, Texas (C2330-017-03).

9.       Oil, Gas and Mineral Lease dated 03/20/2001, by and between Elizabeth
         W. Neill, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006268, Volume 1681, Page 732, of the Official Public Records of
         Anderson County, Texas (C2330-017-04).

10.      Memorandum of Oil, Gas and Mineral Lease dated 05/17/2001, by and
         between Trinity University, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006275, Volume 1681, Page 748,
         of the Official Public Records of Anderson County, Texas
         (C2330-017-05).

11.      Memorandum of Oil, Gas and Mineral Lease dated 06/04/2001, by and
         between The Cain Foundation, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006270, Volume 1681, Page 738,
         of the Official Public Records of Anderson County, Texas
         (C2330-017-06).

12.      Memorandum of Oil, Gas and Mineral Lease dated 06/04/2001, by and
         between Franklin W. Denius, Independent Executor of the Effie Marie
         Cain Estate (deceased), as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 8/13/2001, File # 0006271, Volume 1681, Page 740, of the
         Official Public Records of Anderson County, Texas (C2330-017-07).


                                                                               1

                                                          Catfish Creek Prospect



<PAGE>

13.      Memorandum of Oil, Gas and Mineral Lease dated 06/18/2001, by and
         between Enco Productions, Inc., as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006272, Volume 1681, Page 742,
         of the Official Public Records of Anderson County, Texas
         (C2330-017-08).

14.      Memorandum of Oil, Gas and Mineral Lease dated 06/06/2004, by and
         between Black Stone Minerals Company, L.P., as Lessor, and R.A.M.
         ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006273, Volume
         1681, Page 744, of the Official Public Records of Anderson County,
         Texas (C2330-017-09).

15.      Memorandum of Oil, Gas and Mineral Lease dated 05/29/2001, by and
         between Ralph V. St. John, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006274, Volume 1681, Page 746,
         of the Official Public Records of Anderson County, Texas
         (C2330-017-10).

16.      Oil, Gas and Mineral Lease dated 05/03/2001, by and between Clay
         Cotten, Jr., dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006269, Volume 1681, Page 735, of the Official Public Records of
         Anderson County, Texas (C2330-018-03).

17.      Oil, Gas and Mineral Lease dated 05/16/2001, by and between Shirley
         Hooks, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006342,
         Volume 1682, Page 168, of the Official Public Records of Anderson
         County, Texas (C2330-018-05).

18.      Oil, Gas and Mineral Lease dated 05/16/2001, by and between Janice
         Stringfield, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006276, Volume 1681, Page 750, of the Official Public Records of
         Anderson County, Texas (C2330-018-07).

19.      Oil, Gas and Mineral Lease dated 05/29/2001, by and between Virginia
         Cotton Whidden, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 9/21/2001, File
         # 0007364, Volume 1687, Page 545, of the Official Public Records of
         Anderson County, Texas (C2330-018-13).

20.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Margery
         Hombs Dial, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006353, Volume 1682, Page 202, of the Official Public Records of
         Anderson County, Texas (C2330-019-01).

21.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Elton P.
         Myers, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006352,
         Volume 1682, Page 199, of the Official Public Records of Anderson
         County, Texas (C2330-019-02).

22.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Nancy
         Herrin Burrows, acting by and through her Agent and Attorney-in-Fact,
         Michael B. Dear and dealing herein as her sole and separate property,
         as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001,
         File # 0006351, Volume 1682, Page 196, of the Official Public Records
         of Anderson County, Texas (C2330-019-03).

23.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Charles B.
         Robinson, dealing herein as his sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006280, Volume 1681, Page 765, of the Official Public Records of
         Anderson County, Texas (C2330-019-04).

24.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between The Texas
         Presbyterian Foundation, as Agent and Attorney-in-Fact for First
         Presbyterian Church, Palestine Texas, as Lessor, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File # 0006350, Volume 1682,
         Page 193, of the Official Public Records of Anderson County, Texas
         (C2330-019-05).

25.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between The Texas
         Presbyterian Foundation, as Agent and Attorney-in-Fact for Grace
         Presbytery, Inc., as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 8/13/2001, File # 0006349, Volume 1682, Page 190, of the
         Official Public Records of Anderson County, Texas (C2330-019-06).

26.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Charles B.
         Campbell, Jr., dealing herein as his sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006281, Volume 1681, Page 768, of the Official Public Records of
         Anderson County, Texas (C2330-019-07).



                                                                               2
<PAGE>



27.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between Patricia
         Blakeley, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006282, Volume 1681, Page 771, of the Official Public Records of
         Anderson County, Texas (C2330-019-08).

28.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between Andrew M.
         Grant, Trustee for Charles M. Grant Trust, as Lessor, and R.A.M.
         ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006283, Volume
         1681, Page 774, of the Official Public Records of Anderson County,
         Texas (C2330-019-09).

29.      Oil, Gas and Mineral Lease dated 05/08/2001, by and between Jane R.
         Engish, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006284, Volume 1681, Page 777, of the Official Public Records of
         Anderson County, Texas (C2330-019-10).

30.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between Elizabeth
         Herrin Creer, dealing herein as her sole and separate property, as
         Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
         # 0006285, Volume 1681, Page 780, of the Official Public Records of
         Anderson County, Texas (C2330-019-12).

31.      Oil, Gas and Mineral Lease dated 05/10/2001, by and between Melissa G.
         Moon, dealing herein as her sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006286,
         Volume 1681, Page 783, of the Official Public Records of Anderson
         County, Texas (C2330-019-13).

32.      Oil, Gas and Mineral Lease dated 07/26/2001, by and between Laird
         Memorial Hospital Foundation, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 9/21/2001, File # 0007358, Volume 1687, Page 523,
         of the Official Public Records of Anderson County, Texas
         (C2330-019-14).

33.      Oil, Gas and Mineral Lease dated 07/26/2001, by and between East Texas
         Treatment Center, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 9/21/2001, File # 0007359, Volume 1687, Page 526, of the
         Official Public Records of Anderson County, Texas (C2330-019-15).

34.      Oil, Gas and Mineral Lease dated 03/27/2001, by and between J.C. Price
         and wife Evelyn S. Price, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File # 0006287, Volume 1681, Page 786,
         of the Official Public Records of Anderson County, Texas
         (C2330-020-01).

35.      Oil, Gas and Mineral Lease dated 05/16/2001, by and between Shirley
         Hooks, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         9/21/2001, File # 0007361, Volume 1687, Page 532, of the Official
         Public Records of Anderson County, Texas (C2330-024-03).

36.      Oil, Gas and Mineral Lease dated 03/21/2001, by and between Fayrene S.
         Hillhouse, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006289, Volume 1681, Page 794, of the Official Public Records of
         Anderson County, Texas (C2330-025-01).

37.      Oil, Gas and Mineral Lease dated 03/21/2001, by and between Irene S.
         Stafford, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006290, Volume 1681, Page 798, of the Official Public Records of
         Anderson County, Texas (C2330-025-02).

38.      Oil, Gas and Mineral Lease dated 03/23/2001, by and between Lynn Brooks
         Anglin, Glenn Riley Brooks & Martha Jean Brooks, dealing herein as
         their sole and separate property, as Lessor, and R.A.M. ENERGY, INC.,
         as Lessee, recorded on 8/13/2001, File # 0006291, Volume 1681, Page
         802, of the Official Public Records of Anderson County, Texas
         (C2330-025-03).

39.      Oil, Gas and Mineral Lease dated 03/23/2001, by and between Dorothy S.
         Steele, dealing herein as her sole and separate property, as Lessor,
         and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File #
         0006292, Volume 1681, Page 806, of the Official Public Records of
         Anderson County, Texas (C2330-025-04).

40.      Oil, Gas and Mineral Lease dated 05/11/2001, by and between Jack Rahm,
         dealing herein as his sole and separate property, as Lessor, and R.A.M.
         ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006293, Volume
         1681, Page 810, of the Official Public Records of Anderson County,
         Texas (C2330-025-05).



                                                                               3

<PAGE>
41.  Oil, Gas and Mineral Lease dated 06/07/2001, by and between Laurie E. Hart,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006294, Volume
     1681, Page 814, of the Official Public Records of Anderson County, Texas
     (C2330-025-06).

42.  Oil, Gas and Mineral Lease dated 06/04/2001, by and between Henry Logan
     Craft Jr., dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006295,
     Volume 1681, Page 818, of the Official Public Records of Anderson County,
     Texas (C2330-025-07).

43.  Oil, Gas and Mineral Lease dated 06/07/2001, by and between Jeffrey W.
     Eaton, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006296,
     Volume 1681, Page 822, of the Official Public Records of Anderson County,
     Texas (C2330-025-08).

44.  Oil, Gas and Mineral Lease dated 05/11/2001, by and between Randall Pogue,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006297, Volume
     1681, Page 826, of the Official Public Records of Anderson County, Texas
     (C2330-025-09).

45.  Oil, Gas and Mineral Lease dated 06/07/2001, by and between Richard H.
     Eaton, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006298,
     Volume 1681, Page 830, of the Official Public Records of Anderson County,
     Texas (C2330-025-10).

46.  Oil, Gas and Mineral Lease dated 06/08/2001, by and between Windsor
     Interests, Ltd., by its Managing Partner, William W. Richardson, as Lessor,
     and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006300,
     Volume 1681, Page 838, of the Official Public Records of Anderson County,
     Texas (C2330-025-12).

47.  Oil, Gas and Mineral Lease dated 06/11/2001, by and between James
     Richardson, dealing herein as his sole and separate property, as Lessor,
     and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006301,
     Volume 1681, Page 842, of the Official Public Records of Anderson County,
     Texas (C2330-025-13).

48.  Oil, Gas and Mineral Lease dated 07/23/2001, by and between Linda Kay
     Morrison, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006302,
     Volume 1681, Page 846, of the Official Public Records of Anderson County,
     Texas (C2330-025-14).

49.  Oil, Gas and Mineral Lease dated 07/23/2001, by and between Dan R.
     Murchinson, dealing herein as his sole and separate property, as Lessor,
     and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006303,
     Volume 1681, Page 850, of the Official Public Records of Anderson County,
     Texas (C2330-025-15).

50.  Oil, Gas and Mineral Lease dated 07/23/2001, by and between James A.
     Murchinson, Sr., dealing herein as his sole and separate property, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File
     # 0006304, Volume 1682, Page 1, of the Official Public Records of Anderson
     County, Texas (C2330-025-16).

51.  Oil, Gas and Mineral Lease dated 03/27/2001, by and between Otis Laymance,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006347, Volume
     1682, Page 183, of the Official Public Records of Anderson County, Texas
     (C2330-026-01).

52.  Oil, Gas and Mineral Lease dated 03/26/2001, by and between Dana Mitchell,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006346, Volume
     1682, Page 180, of the Official Public Records of Anderson County, Texas
     (C2330-026-02).

53.  Oil, Gas and Mineral Lease dated 03/26/2001, by and between Billy Wayne
     Webb, dealing herein as his sole and separate, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006344, Volume
     1682, Page 174, of the Official Public Records of Anderson County, Texas
     (C2330-026-03).


                                                                               4
<PAGE>

54.  Oil, Gas and Mineral Lease dated 03/28/2001, by and between O.B. McWhorter,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006343, Volume
     1682, Page 171, of the Official Public Records of Anderson County, Texas
     (C2330-026-04).

55.  Oil, Gas and Mineral Lease dated 03/26/2001, by and between Charles B.
     Lewis and wife, Mibline Lewis, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 8/13/2001, File # 0006307, Volume 1682, Page 13, of the
     Official Public Records of Anderson County, Texas (C2330-026-06).

56.  Oil, Gas and Mineral Lease dated 03/22/2001, by and between Ira Jean
     Jackson, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006308,
     Volume 1682, Page 16, of the Official Public Records of Anderson County,
     Texas (C2330-026-07).

57.  Oil, Gas and Mineral Lease dated 03/27/2001, by and between Bobbie Webb,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006309, Volume
     1682, Page 19, of the Official Public Records of Anderson County, Texas
     (C2330-026-08).

58.  Oil, Gas and Mineral Lease dated 05/17/2001, by and between Patsy Ruth
     Johnson, Individually and as Independent Executrix of the Estate of Ben Lee
     Johnson, deceased and as Trustee of the Ben and Patsy Johnson Revocable
     Trust dated March 6, 1990, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 8/13/2001, File # 0006310, Volume 1682, Page 22, of the
     Official Public Records of Anderson County, Texas (C2330-026-09).

59.  Oil, Gas and Mineral Lease dated 06/22/2001, by and between William Herman
     Webb, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006312,
     Volume 1682, Page 29, of the Official Public Records of Anderson County,
     Texas (C2330-026-11).

60.  Oil, Gas and Mineral Lease dated 05/10/2001, by and between Don E. Gordon
     and wife, Reba Gordon, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 8/13/2001, File # 0006317, Volume 1682, Page 45, of the
     Official Public Records of Anderson County, Texas (C2330-045-01).

61.  Oil, Gas and Mineral Lease dated 07/19/2001, by and between Joseph D.
     Jones, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     9/20/2001, File # 15788, Volume 2120, Page 268, of the Official Public
     Records of Anderson County, Texas (C2330-051-04).

62.  Oil, Gas and Mineral Lease dated 05/24/2001, by and between Donna Kale
     Ledbetter, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006318,
     Volume 1682, Page 48, of the Official Public Records of Anderson County,
     Texas (C2330-065-01).

63.  Oil, Gas and Mineral Lease dated 05/24/2001, by and between Larry Kale,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006319, Volume
     1682, Page 53, of the Official Public Records of Anderson County, Texas
     (C2330-065-02).

64.  Oil, Gas and Mineral Lease dated 05/24/2001, by and between Florence L.
     Kale, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006320,
     Volume 1682, Page 58, of the Official Public Records of Anderson County,
     Texas (C2330-065-03).

65.  Oil, Gas and Mineral Lease dated 05/17/2001, by and between Deany Hillhouse
     Melton, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006323,
     Volume 1682, Page 73, of the Official Public Records of Anderson County,
     Texas (C2330-065-06).

66.  Oil, Gas and Mineral Lease dated 05/17/2001, by and between Peggy Kirkland,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006324, Volume
     1682, Page 78, of the Official Public Records of Anderson County, Texas
     (C2330-065-07).

67.  Oil, Gas and Mineral Lease dated 05/29/2001, by and between Deena Kale,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006325, Volume
     1682, Page 83, of the Official Public Records of Anderson County, Texas
     (C2330-065-08).


                                                                               5
<PAGE>

68.  Oil, Gas and Mineral Lease dated 05/24/2001, by and between Bruce S. Kale,
     III, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006326,
     Volume 1682, Page 88, of the Official Public Records of Anderson County,
     Texas (C2330-065-09).

69.  Oil, Gas and Mineral Lease dated 06/27/2001, by and between Walton C.
     Guthrie, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 006336,
     Volume 1682, Page 138, of the Official Public Records of Anderson County,
     Texas (C2330-065-10).

70.  Oil, Gas and Mineral Lease dated 06/29/2001, by and between Jolene
     Hutchens, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006337,
     Volume 1682, Page 144, of the Official Public Records of Anderson County,
     Texas (C2330-065-11).

71.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between B.G. Lewis,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006338, Volume
     1682, Page 149, of the Official Public Records of Anderson County, Texas
     (C2330-065-12).

72.  Oil, Gas and Mineral Lease dated 06/26/2001, by and between Lelia Winters,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006340, Volume
     1682, Page 159, of the Official Public Records of Anderson County, Texas
     (C2330-065-13).

73.  Oil, Gas and Mineral Lease dated 07/02/2001, by and between Elsie Kale,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006369, Volume
     1682, Page 268, of the Official Public Records of Anderson County, Texas
     (C2330-065-14).

74.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between Richard L.
     Lewis, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006368,
     Volume 1682, Page 263, of the Official Public Records of Anderson County,
     Texas (C2330-065-16).

75.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between Audrey May
     Louder, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006339,
     Volume 1682, Page 154, of the Official Public Records of Anderson County,
     Texas (C2330-065-17).

76.  Oil, Gas and Mineral Lease dated 06/26/2001, by and between Leone Higgins,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006328, Volume
     1682, Page 98, of the Official Public Records of Anderson County, Texas
     (C2330-065-19).

77.  Oil, Gas and Mineral Lease dated 07/12/2001, by and between Mildred L.
     Adams, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006329,
     Volume 1682, Page 103, of the Official Public Records of Anderson County,
     Texas (C2330-065-20).

78.  Oil, Gas and Mineral Lease dated 07/09/2001, by and between Karen E. Clark,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006330, Volume
     1682, Page 108, of the Official Public Records of Anderson County, Texas
     (C2330-065-21).

79.  Oil, Gas and Mineral Lease dated 07/12/2001, by and between Margie J.
     Griffin, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006331,
     Volume 1682, Page 113, of the Official Public Records of Anderson County,
     Texas (C2330-065-22).

80.  Oil, Gas and Mineral Lease dated 07/12/2001, by and between Helen Ruth
     Louder, acting by and through her Agent and Attorney-in-Fact, Albert E.
     Louder, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     8/13/2001, File # 0006332, Volume 1682, Page 118, of the Official Public
     Records of Anderson County, Texas (C2330-065-23).

                                                                               6

<PAGE>

81.  Oil, Gas and Mineral Lease dated 07/12/2001, by and between William L.
     Kale, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006333,
     Volume 1682, Page 123, of the Official Public Records of Anderson County,
     Texas (C2330-065-24).

82.  Oil, Gas and Mineral Lease dated 07/11/2001, by and between Arnold H. Kale,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006334, Volume
     1682, Page 128, of the Official Public Records of Anderson County, Texas
     (C2330-065-25).

83.  Oil, Gas and Mineral Lease dated 07/11/2001, by and between Hazel Kale
     Gray, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006335,
     Volume 1682, Page 133, of the Official Public Records of Anderson County,
     Texas (C2330-065-26).

84.  Oil, Gas and Mineral Lease dated 07/19/2001, by and between Genevieve W.
     Deatherage, dealing herein as her sole and separate property, as Lessor,
     and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006377,
     Volume 1682, Page 308, of the Official Public Records of Anderson County,
     Texas (C2330-065-27).

85.  Oil, Gas and Mineral Lease dated 07/19/2001, by and between Clyde W.
     Stringer, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006376,
     Volume 1682, Page 303, of the Official Public Records of Anderson County,
     Texas (C2330-065-28).

86.  Oil, Gas and Mineral Lease dated 07/19/2001, by and between Lillian W.
     Sheek, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006375,
     Volume 1682, Page 298, of the Official Public Records of Anderson County,
     Texas (C2330-065-29).

87.  Oil, Gas and Mineral Lease dated 07/20/2001, by and between Stanley V.
     Prickett, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006374,
     Volume 1682, Page 293, of the Official Public Records of Anderson County,
     Texas (C2330-065-30).

88.  Oil, Gas and Mineral Lease dated 07/11/2001, by and between Mamie L. Kale,
     dealing herein as her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006373, Volume
     1682, Page 288, of the Official Public Records of Anderson County, Texas
     (C2330-065-31).

89.  Oil, Gas and Mineral Lease dated 07/12/2001, by and between Elena Jo
     Glasscock, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006372,
     Volume 1682, Page 283, of the Official Public Records of Anderson County,
     Texas (C2330-065-32).

90.  Oil, Gas and Mineral Lease dated 07/20/2001, by and between George E.
     Prickett, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006371,
     Volume 1682, Page 278, of the Official Public Records of Anderson County,
     Texas (C2330-065-33).

91.  Oil, Gas and Mineral Lease dated 07/24/2001, by and between Marshall C.
     Louder, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006370,
     Volume 1682, Page 273, of the Official Public Records of Anderson County,
     Texas (C2330-065-34).

92.  Oil, Gas and Mineral Lease dated 07/09/2001, by and between Sharon K.
     Olson, dealing herein as her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006358,
     Volume 1682, Page 219, of the Official Public Records of Anderson County,
     Texas (C2330-065-35).

93.  Oil, Gas and Mineral Lease dated 07/09/2001, by and between James E.
     Morris, dealing herein as his sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006367,
     Volume 1682, Page 258, of the Official Public Records of Anderson County,
     Texas (C2330-065-36).


                                                                               7
<PAGE>
94.   Oil, Gas and Mineral Lease dated 07/09/2001, by and between Barbara G.
      Ackeret, dealing herein as her sole and separate property, as Lessor, and
      R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006366,
      Volume 1682, Page 253, of the Official Public Records of Anderson County,
      Texas (C2330-065-37).

95.   Oil, Gas and Mineral Lease dated 07/09/2001, by and between Ella Marie
      Albers, dealing herein as her sole and separate property, as Lessor, and
      R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006365,
      Volume 1682, Page 248, of the Official Public Records of Anderson County,
      Texas (C2330-065-38).

96.   Oil, Gas and Mineral Lease dated 07/09/2001, by and between Retha J.
      Nelson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
      08/17/2001, File # 0006539, Volume 1683, Page 193, of the Official Public
      Records of Anderson County, Texas (C2330-065-39).

97.   Oil, Gas and Mineral Lease dated 07/12/2001, by and between Dorothy Jean
      Terry, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
      9/21/2001, File # 0007362, Volume 1687, Page 535, of the Official Public
      Records of Anderson County, Texas (C2330-065-40).

98.   Oil, Gas and Mineral Lease dated 07/19/2001, by and between Gladys W.
      Marshall and dealing in her sole and separa, as Lessor, and R.A.M. ENERGY,
      INC., as Lessee, recorded on 9/21/2001, File # 0007363, Volume 1687, Page
      540, of the Official Public Records of Anderson County, Texas
      (C2330-065-41).

99.   Oil, Gas and Mineral Lease dated 05/05/2001, by and between Bradley Scott
      Lambright and wife, Judy Lambright, as Lessor, and R.A.M. ENERGY, INC., as
      Lessee, recorded on 8/13/2001, File # 0006357, Volume 1682, Page 216, of
      the Official Public Records of Anderson County, Texas (C2330-069-01).

100.  Oil, Gas and Mineral Lease dated 05/05/2001, by and between LeNell
      Lambright, dealing herein as her sole and separate property, as Lessor,
      and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006354,
      Volume 1682, Page 205, of the Official Public Records of Anderson County,
      Texas (C2330-069-02).

101.  Oil, Gas and Mineral Lease dated 06/29/2001, by and between Dick Swift,
      dealing herein as his sole and separate property, as Lessor, and R.A.M.
      ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006359, Volume
      1682, Page 224, of the Official Public Records of Anderson County, Texas
      (C2330-077-01).

102.  Oil, Gas and Mineral Lease dated 06/29/2001, by and between C.E.N.
      Enterprises, Ltd., Sloan Shuffler and Clifton New, Partners, as Lessor,
      and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006341,
      Volume 1682, Page 164, of the Official Public Records of Anderson County,
      Texas (C2330-091-01).

103.  Oil, Gas and Mineral Lease dated 05/21/2001, by and between Damon Douglas,
      dealing herein as his sole and separate property, as Lessor, and R.A.M.
      ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006364, Volume
      1682, Page 244, of the Official Public Records of Anderson County, Texas
      (C2330-093-01).

104.  Oil, Gas and Mineral Lease dated 06/20/2001, by and between Doris Mallory,
      dealing herein as her sole and separate property, as Lessor, and R.A.M.
      ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006363, Volume
      1682, Page 240, of the Official Public Records of Anderson County, Texas
      (C2330-093-02).

105.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between Fred J.
      Herschbach, dealing herein as his sole and separate property, as Lessor,
      and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006362,
      Volume 1682, Page 236, of the Official Public Records of Anderson County,
      Texas (C2330-095-01).

106.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between Heidy
      Herschbach, dealing herein as her sole and separate property, as Lessor,
      and R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File # 0006361,
      Volume 1682, Page 232, of the Official Public Records of Anderson County,
      Texas (C2330-095-02).

                               END OF EXHIBIT "A"

                                                                               8
<PAGE>

                                   EXHIBIT "A"

1.   Oil Gas and Mineral Lease dated 02/12/2001, by and between Joan Penney
     Stephens, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006201, of the records of Henderson County, Texas, also
     recorded on 04/18/200l, File# 0003108, of the records of Anderson County,
     Texas (C2319-213-001-77)

2.   Oil Gas and Mineral Lease dated 02/12/2001, by and between Larry Edward
     Penney, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006202 of the records of Henderson County, Texas, also
     recorded on 04/18/2001, File# 0003109, of the records of Anderson County,
     Texas (C2319-213-001-78)

3.   Oil Gas and Mineral Lease dated 02/12/2001, by and between Yvonne Penney
     Hopkins, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006200, of the records of Henderson County, Texas, also
     recorded 04/18/2001, File# 0003107, of the records of Anderson County,
     Texas (C2319-213-001-79)

4.   Oil Gas and Mineral Lease dated 03/13/2001, by and between LaQuinia J.
     Palmer, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0007736, of the records of Anderson County, Texas
     (C2319-213-3-014-02)

5.   Oil Gas and Mineral Lease dated 02/27/2001, by and between Doyle Wilson
     Trammell and wife, Carra Baron Tramme, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 04/17/2001, File# 0006197, of the records of
     Henderson County, Texas, also recorded on 04/18/2001, File# 0003104, of the
     records of Anderson County, Texas (C2319-213-3-016-01)

6.   Oil Gas and Mineral Lease dated 02/27/2001, by and between Estill Mae
     Phillips, dealing herein in her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File# 0003094, of
     the records of Anderson County, Texas (C2319-213-3-016-02)

7.   Oil Gas and Mineral Lease dated 02/27/2001, by and between Reba Barton
     Smith, dealing herein in her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File# 0003093, of
     the records of Anderson County, Texas (C2319-213-3-016-03)

8.   Oil Gas and Mineral Lease dated 03/05/2001, by and between Irene Barton,
     dealing in her sole and separate property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 04/18/2001, File# 0003092, of the records of
     Anderson County, Texas (C2319-213-3-016-04)

9.   Oil Gas and Mineral Lease dated 02/27/2001, by and between Elizabeth B.
     Luckelt, dealing herein in her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File# 0003091, of
     the records of Anderson County, Texas (C2319-213-3-016-05)

10.  Oil Gas and Mineral Lease dated 03/01/2001, by and between Fowler Day
     Barton, dealing herein in her sole and separate property, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File# 0003090, of
     the records of Anderson County, Texas (C2319-213-3-016-06)

11.  Oil Gas and Mineral Lease dated 03/06/2001, by and between Martin Lawrence,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001,
     File# 0003089, of the records of Anderson County, Texas
     (C2319-213-3-016-07)

12.  Oil Gas and Mineral Lease dated 03/06/2001, by and between R.W. Lawrence,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001,
     File# 0003088, of the records of Anderson County, Texas
     (C2319-213-3-016-08)

13.  Oil Gas and Mineral Lease dated 03/15/2001, by and between Betty Ruth
     Barton Marketos, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0003728, of the records of Anderson County, Texas
     (C2319-213-3-016-19)

14.  Oil Gas and Mineral Lease dated 03/15/2001, by and between Bobby W. Barton,
     Sr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File# 0003727, of the records of Anderson County, Texas
     (C2319-213-3-0l6-20)

15.  Oil Gas and Mineral Lease dated 03/08/2001, by and between Johnye Barton
     Shea, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0003726, of the records of Anderson County, Texas
     (C2319-213-3-016-21)

16.  Oil Gas and Mineral Lease dated 02/05/2001, by and between Doris C. Rogers,
     as Lessor and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File#
     0003082, of the records of Anderson County, Texas (C2319-213-3-022-01)

                                                            Crossroads Prospect:
                                                   Henderson & Anderson Counties



<PAGE>

17.  Oil Gas and Mineral Lease dated 02/05/2001, by and between Charlie S.
     Rogers, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003081, of the records of Anderson County, Texas
     (C2319-213-3-022-02)

18.  Oil Gas and Mineral Lease dated 03/07/2001, by and between Reba R.
     Robertson, Individually and Steve Robertson and G. Phillip Robertson,
     Trustees of the Henry W. Robertson Trust, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 05/11/2001, File# 0003725, of the records of
     Anderson County, Texas (C2319-213-3-023-01)

19.  Oil Gas and Mineral Lease dated 05/02/200l, by and between American State
     Bank and O.L. Nislar, III as Co-Trustees of the O.L. Nislar, Jr. Trust and
     American State Bank as Trustee for the James Robert Nislar Trust, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 8/17/2001, File#
     0006540 of the records of Anderson County, Texas (C2319-213-3-025-01)

20.  Oil Gas and Mineral Lease dated 01/22/2001, by and between Alan W.
     Blankenship, Sole Devisee, U/W/O Mary Catherine Blankenship, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File# 0003075, of
     the records of Anderson County, Texas (C2319-213-3-025-02).

21.  Oil Gas and Mineral Lease dated 01/22/2001, by and between Eric C. Wilmot,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001,
     File# 0003074, of the records of Anderson County, Texas
     (C2319-213-3-025-03)

22.  Oil Gas and Mineral Lease dated 01/19/2001, by and between R.L. Wood and
     wife Gwendolyn Wood, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/18/2001, File# 0003080, of the records of Anderson County,
     Texas (C2319-213-3-025-04)

23.  Oil Gas and Mineral Lease dated 02/07/2001, by and between Ruby E. Lewis,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001,
     File# 0003076, of the records of Anderson County, Texas
     (C2319-213-3-025-05)

24.  Oil Gas and Mineral Lease dated 02/07/2001, by and between Donna
     Quebedeaux, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003086, of the records of Anderson County, Texas
     (C2319-213-3-025-06)

25.  Oil Gas and Mineral Lease dated 02/07/2001, by and between Darryl A. Jones,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001,
     File# 0003084, of the records of Anderson County, Texas
     (C2319-213-3-025-07)

26.  Oil Gas and Mineral Lease dated 02/07/200l, by and between Loyd N. Jones,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001,
     File# 0003085, of the records of Anderson County, Texas
     (C2319-213-3-025-08)

27.  Oil Gas and Mineral Lease dated 02/05/2001, by and between Mary Argos
     Owens, Individually and as Trustee of the Owens Living trust dated January
     13, 1998, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003073, of the records of Anderson County, Texas
     (C2319-213-3-025-09)

28.  Oil Gas and Mineral Lease dated 02/06/2001, by and between Maggie Mae Van
     Deman, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003078, of the records of Anderson County, Texas
     (C2319-213-3-025-10)

29.  Oil Gas and Mineral Lease dated 02/06/2001, by and between Thomas M. Van
     Deman, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003087, of the records of Anderson County, Texas
     (C2319-213-3-025-11)

30.  Oil Gas and Mineral Lease dated 02/06/2001, by and between Larry K. Van
     Deman, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003077, of the records of Anderson County, Texas
     (C2319-213-3-025-12)

31.  Oil Gas and Mineral Lease dated 02/06/2001, by and between Martha Annette
     Scott, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003079, of the records of Anderson County, Texas
     (C2319-213-3-025-13)

32.  Oil Gas and Mineral Lease dated 02/26/2001, by and between Maxie Hughes
     Wilson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003083, of the records of Anderson County, Texas
     (C2319-213-3-030-01)

33.  Oil Gas and Mineral Lease dated 02/21/2001, by and between Kimbell Watson,
     et ux, Dorothy Watson, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/18/2001, File# 0003100, of the records of Anderson County,
     Texas (C2319-213-3-034-01)

34.  Oil Gas and Mineral Lease dated 03/19/2001, by and between Margarett Jordan
     Royalties, Inc., by W.R. Hughey, III, Vice President, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 05/11/2001, File# 0003724, of the
     records of Anderson County, Texas (C2319-213-3-036-01)



<PAGE>

35.  Oil Gas and Mineral Lease dated 03/14/2001, by and between Howard Lee
     Norris, Successor Trustee of the M.A. Davey, Jr., Trust, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/2001, File# 0003723, of
     the records of Anderson County, Texas (C2319-213-3-036-02)

36.  Oil Gas and Mineral Lease dated 01/18/2001, by and between Jill Kastner
     Mineral Agency, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File# 0003722, of the records of Anderson County, Texas
     (C2319-213-3-036-03)

37.  Oil Gas and Mineral Lease dated 04/18/2001, by and between Carey Kathleen
     Colley, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     08/06/2001, File# 0006047, of the records of Anderson County, Texas
     (C2319-213-3-036-04)

38.  Oil Gas and Mineral Lease dated 02/15/2001, by and between Curtis Rhett
     Barton, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003099, of the records of Anderson County, Texas
     (C2319-213-3-037-01)

39.  Oil Gas and Mineral Lease dated 02/15/2001, by and between Kimberly A.
     Barton Scott, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003098, of the records of Anderson County, Texas
     (C2319-213-3-037-02)

40.  Oil Gas and Mineral Lease dated 02/15/2001, by and between Jacquelyn Barton
     Coker, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/18/2001, File# 0003097, of the records of Anderson County, Texas
     (C2319-213-3-037-03)

41.  Oil Gas and Mineral Lease dated 02/15/2001, by and between Gary Barton, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/18/2001, File#
     0003095, of the records of Anderson County, Texas (C2319-213-3-037-04)

42.  Oil Gas and Mineral Lease dated 02/15/2001, by and between Paula Steele, as
     Lessor, and R.A.M. ENERGY INC., as Lessee, recorded on 04/18/2001, File#
     0003096, of the records of Anderson County, Texas (C2319-213-3-037-05)

43.  Oil Gas and Mineral Lease dated 02/15/2001, by and between Cindy Barton
     Maxwell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0003721, of the records of Anderson County, Texas
     (C2319-213-3-037-06)

44.  Oil Gas and Mineral Lease dated 03/26/2001, by and between John T. Crim,
     III, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File# 0003720, of the records of Anderson County, Texas
     (C2319-213-3-037-07)

45.  Oil Gas and Mineral Lease dated 03/26/2001, by and between W.R. Crim, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001, File#
     0003719, of the records of Anderson County, Texas (C2319-213-3-037-08)

46.  Oil Gas and Mineral Lease dated 03/26/2001, by and between Lyness Crim
     Ortiz, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     08/06/2001, File# 0006046, of the records of Anderson County, Texas
     (C2319-213-3-037-09)

47.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Dr. George W.
     Brindley, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006196, of the records of Henderson County, Texas, also
     recorded on 04/18/2001, File# 0003103, of the records of Anderson County,
     Texas (C2319-213-337-01)

48.  Oil Gas and Mineral Lease dated 02/13/2001, by and between Dr. Glen O.
     Brindley, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006194 of the records of Henderson County, Texas, also
     recorded on 04/18/2001, File# 0003102, of the records of Anderson County,
     Texas (C2319-213-337-02)

49.  Oil Gas and Mineral Lease dated 02/13/2001, by and between Hanes H.
     Brindley, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006195, of the records of Henderson County, Texas, also
     recorded on 04/18/2001, File# 0003101, of the records of Anderson County,
     Texas (C2319-213-337-03)

50.  Oil Gas and Mineral Lease dated 02/13/2001, by and between Craig Barton
     Cooper, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0007771 of the records of Henderson County, Texas, also
     recorded on 05/11/2001, File# 0003731, of the records of Anderson County,
     Texas (C2319-213-337-04)

51.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Nan B. Cuba, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001, File#
     0007772, of the records of Henderson County, Texas, also recorded on
     05/11/2001, File# 0003730, of the records of Anderson County, Texas
     (C2319-213-337-05)

52.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Charlcie Barton
     Henke, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File# 0004191, of the records of Henderson County, Texas, also
     recorded on 10/19/2001, File# 0008081, of the records of Anderson County,
     Texas (C2319-213-337-07)



<PAGE>


53.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Fredna Barton
     Mahaffey, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File# 0004194, of the records of Henderson County, Texas, also
     recorded on 10/26/01, File# 0008198, of the records of Anderson County,
     Texas. (C2319-213-337-08)

54.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Aldena Mason
     Roberts Moise, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006198, of the records of Henderson County, Texas, also
     recorded on 04/l8/2001, File# 0003105, of the records of Anderson County,
     Texas (C2319-213-337-09)

55.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Carol Lynn
     Cooper Smith, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006199, of the records of Henderson County, Texas, also
     recorded on 04/18/2001, File# 0003l06, of the records of Anderson County,
     Texas (C2319-213-337-10)

56.  Oil Gas and Mineral Lease dated 02/12/2001, by and between Betty Barton
     Thomas, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006203, of the records of Henderson County, Texas, also
     recorded on 04/18/2001, File# 0003110, of the records of Anderson County,
     Texas (C23l9-213-337-11)




<PAGE>

                                   Exhibit "A"

1.   Oil Gas and Mineral Lease dated 06/14/2001, by and between Emil L. O'Rosky
     and individually and as Trustee of the Emil O'Rosky Living Trust, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 08/02/2001, File#
     0012799, of the records of Henderson County, Texas (C2319-213-001-100)

2.   Oil Gas and Mineral Lease dated 06/14/200l, by and between Mary F. Grush,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 08/02/2001,
     File# 0012800, of the records of Henderson County, Texas
     (C2319-213-001-101)

3.   Oil Gas and Mineral Leased dated 08/01/2001, by and between Fred Marshall
     Whitener, et al, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     09/20/2001, File# 15791, of the records of Henderson County, Texas
     (C2319-213-001-102)

4.   Oil Gas and Mineral Lease dated 11/02/2000, by and between Cy Lynn Douglas,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002487, of the records of Henderson County, Texas (C2319-213-001-14)

5.   Oil Gas and Mineral Lease dated 11/09/2000, by and between Charles Hury,
     Individually and as Independent Executor of the Estate of Doris Ferguson
     Hury, Deceased, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002512, of the records of Henderson County, Texas
     (C2319-213-001-15)

6.   Oil Gas and Mineral Lease dated 11/02/2000, by and between Royce Chad
     Sorrell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002484, of the records of Henderson County, Texas
     (C2319-213-001-16)

7.   Oil Gas and Mineral Lease dated 12/13/2000, by and between Andrew Balcolm,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002573, of the records of Henderson County, Texas (C2319-213-001-28)

8.   Oil Gas and Mineral Lease dated 12/13/2000, by and between Margaret Rose
     Butler, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002571, of the records of Henderson County, Texas
     (C2319-213-001-29)

9.   Oil Gas and Mineral Lease dated 12/12/2000, by and between Thomas Miller,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002572, of the records of Henderson County, Texas (C2319-213-001-30)

10.  Oil Gas and Mineral Lease dated 12/21/2000, by and between Brad Michael
     Moore, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded 04/17/2001,
     File# 0006094, of the records of Henderson County, Texas (C2319-213-001-31)

11.  Oil Gas and Mineral Lease dated 11/13/2000, by and between Joel M. Haden,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002496, of the records of Henderson County, Texas (C2319-213-001-33)

12.  Oil Gas and Mineral Lease dated 11/13/2000, by and between Betty Brittain
     Jumper, Independent Executrix of Joyce Hooser, Deceased, as Lessor, and
     R.A.M., ENERGY, INC., as Lessee, recorded on 02/14/2001, File# 0002493, of
     the records of Henderson County, Texas (C2319-213-001-34)

13.  Oil Gas and Mineral Lease dated 11/28/2000, by and between Lee Combs and
     wife, Rosemary Combs, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002513, of the records of Henderson County,
     Texas (C2319-213-001-39)

14.  Oil Gas and Mineral Lease dated 11/30/2000, by and between Tommy Kinabrew,
     as Lessor, and R.A.M., ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002522, of the records of Henderson County, Texas (C2319-213-001-40)

15.  Oil Gas and Mineral Lease dated 12/07/2000, by and between Faye Nell
     Willingham, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002570, of the records of Henderson County, Texas
     (C23l9-213-001-41)

16.  Oil Gas and Mineral Lease dated 01/09/2001, by and between Florence
     Willingham, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006099, of the records of Henderson County, Texas
     (C2319-213-001-42)

17.  Oil Gas and Mineral Lease dated 11/19/2000, by and between Bert A. Carriere
     and wife, Diana Carriere, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002504, of the records of Henderson County,
     Texas (C2319-213-001-43)


                                                             Crossroads Prospect
                                                             Henderson County
<PAGE>


18.  Oil Gas and Mineral Lease dated 11/20/2000, by and between Gary Trammell
     and wife, Cindy R. Trammell, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002521, of the records of Henderson County,
     Texas (C2319-213-001-44)

19.  Oil Gas and Mineral Lease dated 11/01/2000, by and between Donald Piper, et
     ux, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002495, of the records of Henderson County, Texas (C2319-213-001-45)

20.  Oil Gas and Mineral Lease dated 11/10/2000, by and between Nedra Moore
     Hooser, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002519, of the records of Henderson County, Texas
     (C2319-213-001-46)

21.  Oil Gas and Mineral Lease dated 11/10/2000, by and between Joel Haden
     Vandiver, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002520, of the records of Henderson County, Texas
     (C2319-213-001-47)

22.  Oil Gas and Mineral Lease dated 12/17/2000, by and between Lester Kinabrew,
     Jr., Enterprises, Inc., as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002564, of the records of Henderson County,
     Texas (C2319-213-001-51)

23.  Oil Gas and Mineral Lease dated 11/17/2000, by and between Reba J. Halton,
     Dealing With Her Sole Property, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File# 0002565, of the records of Henderson
     County, Texas (C2319-213-001-52)

24.  Oil Gas and Mineral Lease dated 12/17/2000, by and between Virginia
     Browning, Dealing With Her Sole Property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 02/14/2001, File# 0002566, of the records of
     Henderson County, Texas (C2319-213-001-53)

25.  Oil Gas and Mineral Lease dated 11/03/2000, by and between R.E. Dwelie, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002511, of the records of Henderson County, Texas (C2319-213-001-54)

26.  Oil Gas and Mineral Lease dated 11/27/2000, by and between Lester Kinabrew,
     Jr., Enterprises, Inc., as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002524, of the records of Henderson County,
     Texas (C2319-213-001-55)

27.  Oil Gas and Mineral Lease dated 11/27/2000, by and between Virginia
     Browning, Dealing With Her Sole Property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 02/14/2001, File# 0002525, of the records of
     Henderson County Texas (C2319-213-001-56)

28.  Oil Gas and Mineral Lease dated 11/27/2000, by and between Reba J. Halton,
     Dealing With Her Sole Property, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File# 0002533, of the records of Henderson
     County, Texas (C2319-213-001-57)

29.  Oil Gas and Mineral Lease dated 12/26/2000, by and between Lucius H.
     Featherston, III, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on 03/14/2001, File# 0004157, of the records of Henderson County, Texas
     (C2319-213-001-59)

30.  Oil Gas and Mineral Lease dated 12/13/2000, by and between Mary Lancaster,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001,
     File# 0004149, of the records of Henderson County, Texas (C2319-213-001-60)

31.  Oil Gas and Mineral Lease dated 12/07/2000, by and between Zilla Jackson
     Cook, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File# 0004147, of the records of Henderson County, Texas
     (C2319-213-001-61)

32.  Oil Gas and Mineral Lease dated 11/16/2000, by and between Clinton W.
     Harton, Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006193, of the records of Henderson County, Texas
     (C2319-213-001-62)

33.  Oil Gas and Mineral Lease dated 11/16/2000, by and between Naomi Harton
     Cogdell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006065, of the records of Henderson County, Texas
     (C2319-213-001-63)

34.  Oil Gas and Mineral Lease dated 11/16/2000, by and between Jerome Clinton
     Turlington, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002543, of the records of Henderson County, Texas
     (C2319-213-001-64)

35.  Oil Gas and Mineral Lease dated 12/13/2000, by and between Becky Balcolm,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File# 0007720, of the records of Henderson County, Texas (C2319-213-001-66)

36.  Oil Gas and Mineral Lease dated 01/24/2001, by and between Dillie Schrander
     Albert, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006133, of the records of Henderson County, Texas
     (C23l9-213-001-67)




<PAGE>

37.  Oil Gas and Mineral Lease dated 01/22/2001, by and between Pearl Virginia
     Musick, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006137, of the records of Henderson County, Texas
     (C2319-213-001-68)

38.  Oil Gas and Mineral Lease dated 01/25/2001, by and between Wanda Schrader
     Reiley, Dillie Schrader Albert, and Mary F. Schrader, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded 04/17/2001, File# 0006123, of the records
     of Henderson County, Texas (C2319-213-001-69)

39.  Oil Gas and Mineral Lease dated 12/28/2000, by and between Mark C. Roberts,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File# 0006075, of the records of Henderson County, Texas (C2319-213-001-70)

40.  Oil Gas and Mineral Lease dated 11/08/2000, by and between Ronald E. Tappan
     and wife Lauren Tappan, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002494, of the records of Henderson County,
     Texas (C2319-213-001-71)

41.  Oil Gas and Mineral Lease dated 02/20/2001, by and between Jerry C. Weaks
     and wife Joyce J. Weaks, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 03/14/2001, File# 0004189, of the records of Henderson County,
     Texas (C2319-213-001-72)

42.  Oil Gas and Mineral Lease dated 01/24/2001, by and between Ethan Schrader,
     Sr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File# 0007721, of the records of Henderson County, Texas (C2319-213-001-73)

43.  Oil Gas and Mineral Lease dated 01/15/2001, by and between Michale Wayne
     Holman, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006098, of the records of Henderson County, Texas
     (C2319-213-001-74)

44.  Oil Gas and Mineral Lease dated 12/12/2000, by and between Jack H. Thompson
     Royalty Trust, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006112, of the records of Henderson County, Texas
     (C2319-213-001-75)

45.  Oil Gas and Mineral Lease dated 02/23/2001, by and between Ethan Schrader,
     Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/14/2001,
     File# 0007813, of the records of Henderson County, Texas (C2319-213-001-76)

46.  Oil Gas and Mineral Lease dated 01/22/2001, by and between L. Frank Pierce,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File# 0006113, of the records of Henderson County, Texas (C2319-213-001-81)

47.  Oil Gas and Mineral Lease dated 03/05/2001, by and between R.J. Horn
     Properties, Inc., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on 05/11/2001, File# 0007722, of the records of Henderson County, Texas
     (C2319-213-001-82)

48.  Oil Gas and Mineral Lease dated 02/21/2001, by and between John Michael
     Grissom, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0007723, of the records of Henderson County, Texas
     (C2319-213-001-83)

49.  Oil Gas and Mineral Lease dated 12/19/2000, by and between Zilla Jackson
     Cook, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006067, of the records of Henderson County, Texas
     (C2319-213-001-85)

50.  Oil Gas and Mineral Lease dated 02/22/2001, by and between Melissa Grisson
     Garvey, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006165, of the records of Henderson County, Texas
     (C2319-213-001-86)

51.  Oil Gas and Mineral Lease dated 02/22/2001, by and between David H. Wright,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File# 0006190, of the records of Henderson County, Texas (C2319-213-001-87)

52.  Oil Gas and Mineral Lease dated 02/22/2001, by and between James B. Wright,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File# 0006169, of the records of Henderson County, Texas (C2319-213-001-88)

53.  Oil Gas and Mineral Lease dated 02/22/2001, by and between Richard E.
     Wright, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006186, of the records of Henderson County, Texas
     (C2319-213-001-89)

54.  Oil Gas and Mineral Lease dated 02/22/2001, by and between Thomas G.
     Wright, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006171, of the records of Henderson County, Texas
     (C2319-213-001-90)

55.  Oil Gas and Mineral Lease dated 02/13/2001, by and between Marion F.
     Fooshee, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006163, of the records Of Henderson County, Texas
     (C2319-213-001-96)



<PAGE>

56.  Oil Gas and Mineral Lease dated 02/13/2001, by and between, Maxine Monk,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File# 0006142, of the records of Henderson County, Texas (C2319-213-001-97)

57.  Oil Gas and Mineral Lease dated 06/14/2001, by and between John H. Zoller,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 08/02/2001,
     File# 0012797, of the records of Henderson County, Texas (C2319-213-001-98)

58.  Oil Gas and Mineral lease dated 06/14/2001, by and between Jeanne Z.
     Nicholson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     08/02/2001, File# 0012798, of the records of Henderson County, Texas
     (C2319-213-001-099)

59.  Oil Gas and Mineral Lease dated 11/27/2000, by and between Peggy Prewitt
     McCullough, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002578, of the records of Henderson County, Texas
     (C2319-213-033-00)

60.  Oil Gas and Mineral Lease dated 12/07/2000, by and between Gayla Sims
     Watkins, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002534, of the records of Henderson County, Texas
     (C2319-213-044-00)

61.  Oil Gas and Mineral Lease dated 11/16/2000, by and between Willie J.
     Williams and wife Annoace Williams, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File# 0002508, of the records of Henderson
     County, Texas (C2319-213-047-05)

62.  Oil Gas and Mineral Lease dated 12/06/2000, by and between Perry Trammell,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002577, of the records of Henderson County, Texas (C2319-213-051-01)

63.  Oil Gas and Mineral Lease dated 12/04/2000, by and between Mary Frances
     Turlington, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002516, of the records of Henderson County, Texas
     (C2319-213-051-02)

64.  Oil Gas and Mineral Lease dated 12/06/2000, by and between Joan Stinson and
     Husband, Truman C. Stinson, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002576, of the records of Henderson County,
     Texas (C2319-213-051-03)

65.  Oil Gas and Mineral Lease dated 12/05/2000, by and between Harold Trammell,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002547, of the records of Henderson County, Texas (C2319-2l3-051-04)

66.  Oil Gas and Mineral Lease dated 11/09/2000, by and between Emerson L. Bell,
     Trustee, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002536, of the records of Henderson County, Texas
     (C2319-213-052-01)

67.  Oil Gas and Mineral Lease dated 11/06/2000, by and between James T.
     Turlington, Individually and as Trustee of the W.T., and Mary Louise
     Turlington Marital Trust, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002492, of the records of Henderson County,
     Texas (C2319-213-053-01)

68.  Oil Gas and Mineral Lease Dated 12/11/2000, by and between Elizabeth M.
     Boehme and Margaret M. Bolton, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File# 0002582, of the records of Henderson
     County, Texas (C2319-213-071-01)

69.  Oil Gas and Mineral Lease dated 12/11/2000, by and between Dr. Mason L.
     Matthews, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002583, of the records of Henderson County, Texas
     (C2319-213-071-02)

70.  Oil Gas and Mineral Lease dated 12/13/2000, by and between Catherine
     Matthews Johnson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on 04/17/2001, File# 0006074, of the records of Henderson County, Texas
     (C2319-213-071-03)

71.  Oil Gas and Mineral Lease dated 11/19/2000, by and between Alice Nash, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002598, of the records of Henderson County, Texas (C2319-213-072-01)

72.  Oil Gas and Mineral Lease dated 12/19/2000, by and between Amie E.
     Selecman, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006088 of the records of Henderson County, Texas
     (C2319-213-072-02)

73.  Oil Gas and Mineral Lease dated 12/19/2000, by and between Nan Elizabeth
     Schaefer, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006089, of the records of Henderson County, Texas
     (C2319-213-072-03)

74.  Oil Gas and Mineral Lease dated 12/19/2000, by and between Jane Sewell
     Kalpakis, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006090, of the records of Henderson County, Texas
     (C2319-213-072-04)




<PAGE>

75.  Oil Gas and Mineral Lease dated 12/19/2000, by and between Mary Lucinda
     Morgan, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 006091, of the records of Henderson County, Texas
     (C2319-213-072-05)

76.  Oil Gas and Mineral Lease dated 1l/19/2000, by and between Frankie Nash
     Byars, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006126, of the records of Henderson County, Texas
     (C2319-213-072-06)

77.  Oil Gas and Mineral Lease dated 12/19/2000, by and between Bradford Sewell,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/l1/2001,
     File# 0007724, of the records of Henderson County, Texas (C2319-213-072-07)

78.  Oil Gas and Mineral Lease dated 12/19/2000, by and between John Michael
     Sewell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0007725, of the records of Henderson County, Texas
     (C2319-213-072-08)

79.  Oil Gas and Mineral Lease dated 12/19/2001, by and between William F.
     Sewell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0007726, of the records of Henderson County, Texas
     (C2319-213-072-09)

80.  Oil Gas and Mineral Lease dated 11/17/2000, by and between Jerry E.
     Holland, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002499, of the records of Henderson County, Texas
     (C23199-213-078-01)

81.  Oil Gas and Mineral Lease dated ll/l7/2000, by and between Mary Ruth Pence,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002500, of the records of Henderson County, Texas (C2319-213-078-02)

82.  Oil Gas and Mineral Lease dated 11/17/2000, by and between Jack H. Holland,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002501; of the records of Henderson County, Texas (C2319-213-078-03)

83.  Oil Gas and Mineral Lease dated 11/21/2000, by and between Emma Jo Crout,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/l4/2001,
     File# 0002510, of the records of Henderson County, Texas (C2319-213-078-04)

84.  Oil Gas and Mineral Lease dated ll/21/2000, by and between Bobbie Jo
     Holland, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002517, of the records of Henderson County, Texas
     (C2319-213-078-05)

85.  Oil Gas and Mineral Lease dated 11/21/2000, by and between Ben Ray Holland,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002518, of the records of Henderson County, Texas (C2319-213-078-06)

86.  Oil Gas and Mineral Lease dated 12/05/2000, by and between Jean Moore, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002531, of the records of Henderson County, Texas (C2319-213-078-07)

87.  Oil Gas and Mineral Lease dated l2/05/2000, by and between Jacquelynn
     Fisher, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/200l, File# 0002532, of the records of Henderson County, Texas
     (C2319-213-078-08)

88.  Oil Gas and Mineral Lease dated 11/2l/2000, by and between Don Taylor, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/200l, File#
     0002535, of the records of Henderson County, Texas (C2319-213-078-09)

89.  Oil Gas and Mineral Lease dated 12/05/2000, by and between Deborah Buster,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/200l,
     File# 0002546, of the records of Henderson County, Texas (C2319-213-078-10)

90.  Oil Gas and Mineral Lease dated 12/05/2000, by and between Viriginia
     Gerheart, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006080, of the records of Henderson County, Texas
     (C2319-213-078-11)

91.  Oil Gas and Mineral Lease dated 12/05/2000, by and between Janet Hardin, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File#
     0006092, of the records of Henderson County, Texas (C2319-213-078-12)

92.  Oil Gas and Mineral Lease dated 11/09/2000, by and between Kieth F.
     Wilkinson and wife, Linda J. Wilkinson, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 02/14/2001, File# 0002497, of the records of
     Henderson County, Texas (C2319-213-083-00)

93.  Oil Gas and Mineral Lease dated 11/20/2000, by and between Steve K.
     Trammell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002509, of the records of Henderson County, Texas
     (C2319-213-004-00)




<PAGE>


94.  Oil Gas and Mineral Lease dated 11/16/2000, by and between Lester Barton,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002498, of the records of Henderson County, Texas (C2319-213-085-00)

95.  Oil Gas and Mineral Lease dated 1l/21/2000, by and between Tee Jay Ward, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 0l/02/2001, File#
     0000023, of the records of Henderson County, Texas (C2319-213-088-01)

96.  Oil Gas and Mineral Lease dated 04/11/2001, by and between Bobby Ray Jones,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File# 0007727, of the records of Henderson County, Texas
     (C2319-213-1-071-01)

97.  Oil Gas and Mineral Lease dated 04/l1/2001, by and between Royce Jones, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/200l, File#
     0007728, of the records of Henderson County, Texas (C2319-213-1-074-01)

98.  Oil Gas and Mineral Lease dated 04/11/2001, by and between Royce Jones and
     Bobby Jones Co-Trustee for the Keith A. Jones Trust, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 05/11/2001, File# 0007729, of the
     records of Henderson County, Texas (C2319-2l3-1-076-01)

99.  Oil Gas and Mineral Lease dated 11/14/2000, by and between Carol H. Maddox,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002537, of the records of Henderson County, Texas (C2319-213-100-03)

100. Oil Gas and Mineral Lease dated 1l/30/2000, by and between Claudia S.S.
     Powell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002548, of the records of Henderson County, Texas
     (C2319-213-119-00)

101. Oil Gas and Mineral Lease dated 12/19/2000, by and between G. Wayne Dennis,
     Trustee, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     01/02/2001, File# 0000017, of the records of Henderson County, Texas
     (C2319-213-158-01)

102. Oil Gas and Mineral Lease dated 12/11/2000, by and between Billy Goebel
     Byars Trust, Emily Elizabeth Byars Trust, Billy Byars Trust & Emily Byers
     Summers Trust, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/l4/2001, File# 0002586, of the records of Henderson County, Texas
     (C2319-213-167-00)

103. Oil Gas and Mineral Lease dated 1l/20/2000, by and between Jack Trammell,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002502, of the records of Henderson County, Texas (C2319-213-169-01)

104. Oil Gas and Mineral Lease dated 11/20/2000, by and between Neil Trammell,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002545, of the records of Henderson County, Texas (C2319-213-169-02)

105. Oil Gas and Mineral Lease dated 1l/20/2000, by and between Gail Tucker, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002584, of the records of Henderson County, Texas (C2319-213-169-03)

106. Oil Gas and Mineral Lease dated 1l/30/2000, by and between Jack D. Donley,
     as Lessor, and RAM. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002538, of the records of Henderson County, Texas (C2319-213-170-01)

107. Oil Gas and Mineral Lease dated 1l/26/2000, by and between Guy J. Landis
     and Odessa I. Landis Living Trust, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 04/17/2001, File# 0006192, of the records of Henderson
     County, Texas (C2319-213-1130-01)

108. Oil Gas and Mineral Lease dated 12/05/2000, by and between Spindle Top
     Exploration Company, Inc., as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File# 0006088, of the records of Henderson County,
     Texas (C2319-213-180-02)

109. Oil Gas and Mineral Lease dated 12/17/2000, by and between Virginia
     Browning, Dealing With Her Sole Property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 02/14/2001, File# 0002560, of the records of
     Henderson County, Texas (C2319-213-182-01)

110. Oil Gas and Mineral Lease dated 12/17/2000, by and between Reba J. Halton,
     Dealing With Her Sole Property, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File# 0002559, of the records of Henderson
     County, Texas (C2319-213-182-02)

111. Oil Gas and Mineral Lease dated 12/17/2000, by and between Lester Kinabrew,
     Jr., Enterprises, Inc., as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File# 0002558 of the records of Henderson County,
     Texas (C2319-213-182-03).

112. Oil Gas and Mineral Lease dated 11/29/2000, by and between Billy Don
     Stewart and wife, Judy Stewart, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/200l, File# 0002549, of the records of Henderson
     County, Texas (C2319-213-199-00)




<PAGE>


113. Oil Gas and Mineral Lease dated 03/21/2001, by and between Steven G.
     Shaddock, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File# 0007730, of the records of Henderson County, Texas
     (C2319-213-2-064-01)

114. Oil Gas and Mineral Lease dated 04/20/2001, by and between John K. Simmons,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File# 0007731, of the records of Henderson County, Texas
     (C2319-213-2-231-00)

115. Oil Gas and Mineral Lease dated 04/20/2001, by and between Percy L.
     Simmons, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File# 0007732, of the records of Henderson County, Texas
     (C2319-213-2-232-00)

116. Oil Gas and Mineral Lease dated 04/20/2001, by and between Charlie Thomas
     Simmons and wife and Marcelle Simmons, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 05/11/2001, File# 0007733, of the records of
     Henderson County, Texas (C2319-213-2-233-01)

117. Oil Gas and Mineral Lease dated 12/14/2000, by and between Avena Cook, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002541, of the records of Henderson County, Texas (C2319-213-204-01)

118. Oil Gas and Mineral Lease dated 12/14/2000, by and between Martha Crook, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002585, of the records of Henderson County, Texas (C2319-213-204-02)

119. Oil Gas and Mineral Lease dated 12/14/2000, by and between Carolyn Dean, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002574, of the records of Henderson County, Texas (C2319-213-204-03)

120. Oil Gas and Mineral Lease dated 12/14/2000, by and between Debara Jackson,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002540, of the records of Henderson County, Texas (C2319-213-204-04)

121. Oil Gas and Mineral Lease dated 12/14/2000, by and between Adena Tice, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File#
     0002542, of the records of Henderson County, Texas (C2319-213-201-05)

122. Oil Gas and Mineral Lease dated 12/06/2000, by and between Leland Dale
     Dosser, Guardian for Juanita Riddlesperger, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 03/14/2001, File# 0004146, of the records of
     Henderson County, Texas (C2319-213-208-00)

123. Oil Gas and Mineral Lease dated 11/30/2000, by and between Nava Jo Douglas
     and husband, Darrell Douglas, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File# 0002523, of the records of Henderson
     County, Texas (C2319-213-209-01)

124. Oil Gas and Mineral Lease dated 11/30/2000, by and between B & H Royalty,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002515, of the records of Henderson County, Texas (C2319-213-213-01)

125. Oil Gas and Mineral Lease dated 12/06/2000, by and between Michael D.
     Gollob, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File# 0006081, of the records of Henderson County, Texas
     (C2319-213-213-02)

126. Oil Gas and Mineral Lease dated 12/06/2000, by and between Donald W.
     Hawkins, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002575, of the records of Henderson County, Texas
     (C2319-213-213-03)

127. Oil Gas and Mineral Lease dated 11/30/2000, by and between Trant L. Kidd,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File# 0002514, of the records of Henderson County, Texas (C2319-213-213-04)

128. Oil Gas and Mineral Lease dated 12/06/2000, by and between Steven E.
     Callhoun, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/200l, File# 0006104, of the records of Henderson County, Texas
     (C2319-213-213-05)

129. Oil Gas and Mineral Lease dated 12/18/2000, by and between Karen Gallin, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 01/02/2001, File#
     0000018, of the records of Henderson County, Texas (C2319-213-215-01)

130. Oil Gas and Mineral Lease dated 12/06/2000, by and between Faye Nell
     Willingham, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File# 0002569, of the records of Henderson County, Texas
     (C2319-213-215-02)

131. Oil Gas and Mineral Lease dated 12/18/2000, by and between Debra Allen
     Alford, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File# 0004170, of the records of Henderson County, Texas
     (C2319-213-217-01)




<PAGE>
132. Oil Gas and Mineral Lease dated 12/18/2000, by and between Charles Thomas
     Allen, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004150, of the records of Henderson County, Texas
     (C2319-213-217-02)

133. Oil Gas and Mineral Lease dated 12/l8/2000, by and between Royal Alton
     Allen, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004151, of the records of Henderson County, Texas
     (C2319-213-217-03)

134. Oil Gas and Mineral Lease dated 12/06/2000, by and between Walter L.
     Jackson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 00041418, of the records of Henderson County, Texas
     (C2319-213-217-04)

135. Oil Gas and Mineral Lease dated 12/l3/2000, by and between Jennie R.
     McGire, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004156, of the records of Henderson County, Texas
     (C2319-213-217-05)

136. Oil Gas and Mineral Lease dated 12/13/2000, by and between Sam Rosenbloom,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001, File
     # 0004154, of the records of Henderson County, Texas (C2319-213-217-06)

137. Oil Gas and Mineral Lease dated 12/12/2000, by and between Ruby Delores
     McLain Holt, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004153, of the records of Henderson County, Texas
     (C2319-213-221-01)

138. Oil Gas and Mineral Lease dated 12/12/2000, by and between Donald Wayne
     McLain, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004152, of the records of Henderson County, Texas
     (C2319-213-221-02)

139. Oil Gas and Mineral Lease dated 12/12/2000, by and between Henry Clay
     Conditt, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002550, of the records of Henderson County, Texas
     (C23l9-213-222-00)

140. Oil Gas and Mineral Lease dated 12/20/2000, by and between JoRene Carroll,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 01/02/2001, File
     # 0000015, of the records of Henderson County, Texas (C2319-213-224-01)

141. Oil Gas and Mineral Lease dated 12/l9/2000, by and between Michael L.
     Leiser, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002587, of the records of Henderson County, Texas
     (C2319-213-229-01)

142. Oil Gas and Mineral Lease dated 12/19/2000, by and between Terri L. Leiser,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002568, of the records of Henderson County, Texas (C2319-213-229-02)

143. Oil Gas and Mineral Lease dated 12/19/2000, by and between Lawrence S.
     Leiser, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006127, of the records of Henderson County, Texas
     (C2319-213-229-03)

144. Oil Gas and Mineral Lease dated 12/19/2000, by and between Barbara Nichols,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002590, of the records of Henderson County, Texas (C2319-213-229-04)

145. Oil Gas and Mineral Lease dated 12/19/2000, by and between Pat Taylor, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002580, of the records of Henderson County, Texas (C2319-213-229-05)

146. Oil Gas and Mineral Lease dated 12/19/2000, by and between Tobin Watson, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/l4/2001, File
     # 0002591, of the records of Henderson County, Texas (C2319-213-229-06)

147. Oil Gas and Mineral Lease dated 12/19/2000, by and between Katrina Wynne,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002589, of the records of Henderson County, Texas (C2319-213-229-07)

148. Oil Gas and Mineral Lease dated 12/12/2000, by and between Albert J.
     Dosser, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002557, of the records of Henderson County, Texas
     (C2319-213-233-00)

149. Oil Gas and Mineral Lease dated 12/20/2000, by and between Charles E. Cain
     and wife Margaret A. Cain, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 01/02/2001, File # 0000011, of the records of Henderson County,
     Texas (C2319-213-235-01)

150. Oil Gas and Mineral Lease dated 12/20/2000, by and between Leslie Bill
     Cain, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     01/02/2001, File # 0000013, of the records of Henderson County, Texas
     (C2319-213-235-02)

<PAGE>


151. Oil Gas and Mineral Lease dated 12/21/2000, by and between Mickey Joe Cain,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 01/02/2001, File
     # 0000012, of the records of Henderson County, Texas (C2319-213-235-03)

152. Oil Gas and Mineral Lease dated 12/20/2000, by and between Tommy Lee Cain,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 01/02/2001, File
     # 0000014, of the records of Henderson County, Texas (C2319-213-235-04)

153. Oil Gas and Mineral Lease dated 12/21/2000, by and between Bonnie Ruth
     Melton, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006077, of the records of Henderson County, Texas
     (C2319-213-235-05)

154. Oil Gas and Mineral Lease dated 12/20/2000, by and between Carl Davey Cain,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 01/02/2001, File
     # 000009, of the records of Henderson County, Texas (C2319-213-235-06)

155. Oil Gas and Mineral Lease dated 12/20/2000, by and between Charles Dewaine
     Cain, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     Ol/02/2001, File # 0000010, of the records of Henderson County, Texas
     (C2319-213-237-00)

156. Oil Gas and Mineral Lease dated 12/12/2000, by and between Albert J.
     Dosser, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/200l, File # 0002556, of the records of Henderson County, Texas
     (C2319-213-240-00)

157. Oil Gas and Mineral Lease dated 12/07/2000, by and between Tennie Mae
     Ballow, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002599, of the records of Henderson County, Texas
     (C2319-213-254-01)

158. Oil Gas and Mineral Lease dated l2/13/2000, by and between Glenn W. Cannon,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006076, of the records of Henderson County, Texas (C2319-213-254-02)

159. Oil Gas and Mineral Lease dated 12/13/2000, by and between Judy Lynn St.
     Clair, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006095, of the records of Henderson County, Texas
     (C2319-213-254-03)

160. Oil Gas and Mineral Lease dated 12/13/2000, by and between O.D. Miller, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002600, of the records of Henderson County, Texas (C2319-213-263-01)

161. Oil Gas and Mineral Lease dated 12/18/2000, by and between Richard E.
     Ralley, Sr. and Paula Sue Swope, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 02/14/2001, File # 0002567, of the records of Henderson
     County, Texas (C2319-213-267-00)

162. Oil Gas and Mineral Lease dated 12/11/2000, by and between Beatrice Thomas,
     Billy Thomas, Frances Ford and Barabara West, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 0l/02/200l, File # 0000022, of the records of
     Henderson County, Texas (C2319-213-270-01)

163. Oil Gas and Mineral Lease dated 12/ll/2000, by and between Mabel T. Wells,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002592, of the records of Henderson County, Texas (C2319-213-270-02)

164. Oil Gas and Mineral Lease dated 12/11/2000, by and between Mabel T. Wells,
     Trustee of the Mabel T. Wells Living Trust, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 02/14/2001, File #  0002579, of the records of
     Henderson County, Texas (C2319-213-270-03)

165. Oil Gas and Mineral Lease dated l2/19/2000, by and between Patsy Ruth Boyd,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002555, of the records of Henderson County, Texas (C2319-213-273-01)

166. Oil Gas and Mineral Lease dated 12/19/2000, by and between Hollis Bristow,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002554, of the records of Henderson County, Texas (C2319-213-273-02)

167. Oil Gas and Mineral Lease dated 12/19/2000, by and between Dalton R.
     Trammell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/l4/2001, File # 0002553, of the records of Henderson County, Texas
     (C2319-213-273-03)

168. Oil Gas and Mineral Lease dated 12/19/2000, by and between David L.
     Trammell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002552, of the records of Henderson County, Texas
     (C2319-213-273-04)

169. Oil Gas and Mineral Lease dated 12/15/2000, by and between W.W. Trammell
     and wife Thelma Trammell, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File # 0002551, of the records of Henderson County,
     Texas (C2319-213-273-05)

<PAGE>


170. Oil Gas and Mineral Lease dated 01/05/2001, by and between Robert H. Owens,
     Caroline C. Crain, Margaret C. Dunham, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 04/17/2001, File #0006082, of the records of
     Henderson County, Texas (C2319-213-276-00)

171. Oil Gas and Mineral Lease dated 12/27/2000, by and between Jean Murrey,
     Winston Murrey, Frances A. Murrey, Hazel Imogene Murrey, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001, File #0004158, of
     the records of Henderson County, Texas (C2319-213-277-01)

172. Oil Gas and Mineral Lease dated 01/03/2001, by and between Cindy Stokes
     Beaty, et vir Mark A. Beaty, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File #0006079, of the records of Henderson County,
     Texas (C2319-213-283-01)

173. Oil Gas and Mineral Lease dated 01/03/2001, by and between Susan Stokes
     Lee, el vir Norman H. Lee, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File #0006078, of the records of Henderson County,
     Texas (C2319-213-283-03)

174. Oil Gas and Mineral Lease dated 01/02/2001, by and between Bill Yelvington,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001, File
     #0007734, of the records of Henderson County, Texas (C2319-213-283-06)

175. Oil Gas and Mineral Lease dated 01/05/2001, by and between William E.
     Jackson, et ux Beverly Jackson, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 04/17/2001, File #0006073, of the records of Henderson
     County, Texas (C2319-213-283-08)

176. Oil Gas and Mineral Lease dated 02/23/2001, by and between Denise J. Munoz,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/2001, File
     #0007735, of the records of Henderson County, Texas (C2319-213-283-09)

177. Oil Gas and Mineral Lease dated 01/08/2002, by and between Teresa Upshaw,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006110, of the records of Henderson County, Texas (C2319-213-283-10)

178. Oil Gas and Mineral Lease dated 01/04/200l, by and between Harlon J. Adair
     and wife Janet D. Adair, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File #0006072, of the records of Henderson County,
     Texas (C2319-213-283-11)

179. Oil Gas and Mineral Lease dated 01/08/2001, by and between Mary M. Hampton,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006181, of the records of Henderson County, Texas (C2319-213-2133-12)

180. Oil Gas and Mineral Lease dated 01/11/2001, by and between Deborah Buster,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006124, of the records of Henderson County, Texas (C2319-213-284-01)

181. Oil Gas and Mineral Lease dated 01/ll/2001, by and between Emma Jo Crout,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006107, of the records of Henderson County, Texas (C2319-213-284-02)

182. Oil Gas and Mineral Lease dated 01/11/2001, by and between Jacquelynn
     Fisher, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File #0006100, of the records of Henderson County, Texas
     (C2319-213-284-03)

183. Oil Gas and Mineral Lease dated 02/07/2001, by and between Janet Hardin, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006170, of the records of Henderson County, Texas (C2319-213-234-04)

184. Oil Gas and Mineral Lease dated 01/10/2001, by and between Ben Ray Holland,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006120, of the records of Henderson County, Texas (C2319-213-284-05)

185. Oil Gas and Mineral Lease dated 01/10/2001, by and between Bobbie Jo
     Holland, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File #0006097, of the records of Henderson County, Texas
     (C2319-213-284-06)

186. Oil Gas and Mineral Lease dated 01/10/2001, by and between Jack H. Holland,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006085, of the records of Henderson County, Texas (C2319-213-284-07)

187. Oil Gas and Mineral Lease dated 01/10/2001, by and between Jerry E.
     Holland, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File #0006070, of the records of Henderson County, Texas
     (C2319-213-284-08)

188. Oil Gas and Mineral Lease dated 01/ll/2001, by and between Jean Moore, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006096, of the records of Henderson County, Texas
     (C2319-213-284-09),

<PAGE>


189. Oil Gas and Mineral Lease dated 01/ll/2001, by and between Mary Ruth Pence,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006086, of the records of Henderson County, Texas (C2319-213-284-10)

190. Oil Gas and Mineral Lease dated 01/ll/2001, by and between Don Taylor and
     wife Shelba M. Taylor, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File # 0006152, of the records of Henderson County,
     Texas (C2319-213-284-11)

191. Oil Gas and Mineral Lease dated 01/ll/2001, by and between Virginia
     Gerheart, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006125, of the records of Henderson County, Texas
     (C2319-213-284-12)

192. Oil Gas and Mineral Lease dated 01/19/2001, by and between Wanda Jean
     Atherton Harrup, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006154, of the records of Henderson County, Texas
     (C2319-213-235-00)

193. Oil Gas and Mineral Lease dated 01/02/2001, by and between Danny A. Malone,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006069, of the records of Henderson County, Texas (C2319-213-280-01)

194. Oil Gas and Mineral Lease dated 01/02/2001, by and between Jeanne Malone
     Williams, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006156, of the records of Henderson County, Texas
     (C2319-213-286-02)

195. Oil Gas and Mineral Lease dated 01/04/2001, by and between David L. Loden
     and wife Rebecca, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on 04/17/2001, File # 0006071, of the records of Henderson County, Texas
     (C2319-213-280-01)

196. Oil Gas and Mineral Lease dated 12/21/2000, by and between Alfred Williams,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006066, of the records of Henderson County, Texas (C2319-213-294-01)

197. Oil Gas and Mineral Lease dated 12/21/2000, by and between Alfred Williams,
     T.C. Williams, Lavern Rodgers, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 01/02/2001, File # 0000024, of the records of Henderson
     County, Texas (C2319-213-297-00)

198. Oil Gas and Mineral Lease dated 01/22/2001, by and between Zelda Bruns, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006116, of the records of Henderson County, Texas (C2319-213-298-01)

199. Oil Gas and Mineral Lease dated 12/29/2000, by and between Billy Jack
     Rogers, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002595, of the records of Henderson County, Texas
     (C2319-213-298-02)

200. Oil Gas and Mineral Lease dated 12/29/2000, by and between Elton Maynard
     Rogers, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006093, of the records of Henderson County, Texas
     (C2319-213-298-03)

201. Oil Gas and Mineral Lease dated 12/29/2000, by and between J.C. Rogers, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001, File
     # 0002596 of the records of Henderson County, Texas (C2319-213-298-04)

202. Oil Gas and Mineral Lease dated 12/29/2000, by and between Royall J.
     Rogers, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     02/14/2001, File # 0002594, of the records of Henderson County, Texas
     (C2319-213-298-05)

203. Oil Gas and Mineral Lease dated 12/29/2000, by and between Verna Jo Smith,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File # 0002593, of the records of Henderson County, Texas
     (C2319-213-298-06)

204. Oil Gas and Mineral Lease dated 02/06/2001, by and between Thomas J.
     Barnett and wife Dorothy M. Barnett, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 04/17/2001, File # 0006135, of the records of Henderson
     County, Texas (C2319-213-3-013-01)

205. Oil Gas and Mineral Lease dated 03/13/2001, by and between Sylvia Loy
     Holden, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006191, of the records of Henderson County, Texas
     (C2319-213-3-014-01)

206. Oil Gas and Mineral Lease dated 03/13/2001, by and between Pamela Carolyn
     Wyatt, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File # 0007737, of the records of Henderson County, Texas
     (C2319-213-3-014-03)

207. Oil Gas and Mineral Lease dated 03/06/2001, by and between Samuel E.
     Hopkins, Jr. and wife Yvonne Hopkins, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 04/17/2001, File # 0006174, of the records of
     Henderson County, Texas (C2319-213-3-019-01)

<PAGE>


208. Oil Gas and Mineral Lease dated 03/12/2001, by and between Allie Lee Palmer
     Johnson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006179, of the records of Henderson County, Texas
     (C2319-213-3-019-02)

209. Oil Gas and Mineral Lease dated 02/23/2001, by and between William D.
     Elliot, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/200l, File # 0006147, of the records of Henderson County, Texas
     (C2319-213-3-020-01)

210. Oil Gas and Mineral Lease dated 02/05/2001, by and between Ottis Raymond
     Rogers, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006122, of the records of Henderson County, Texas
     (C2319-213-3-022-03)

211. Oil Gas and Mineral Lease dated 01/22/2001, by and between Rose Mary Jarvis
     Alderman, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004172, of the records of Henderson County, Texas
     (C2319-213-301-01)

212. Oil Gas and Mineral Lease dated 01/20/2001, by and between William T.
     Jarvis, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004164, of the records of Henderson County, Texas
     (C2319-213-301-02)

213. Oil Gas and Mineral Lease dated 01/20/2001, by and between Jacquelyn Jarvis
     Kligo, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004163, of the records of Henderson County, Texas
     (C2319-213-301-03)

214. Oil Gas and Mineral Lease dated 01/22/2001, by and between Ruth Jarvis
     Murphy, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004155, of the records of Henderson County, Texas
     (C2319-213-301-04)

215. Oil Gas and Mineral Lease dated 01/03/2001, by and between Jean Murrey,
     Winston Murrey, Frances A. Murrey, Hazel Imogene Murrey, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001, File # 0004159, of
     the records of Henderson County, Texas (C2319-213-301-05)

216. Oil Gas and Mineral Lease dated 01/17/2001, by and between Rosemary J.
     Wilkes, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004180, of the records of Henderson County, Texas
     (C2319-213-301-06)

217. Oil Gas and Mineral Lease dated 01/24/200l, by and between Betty Smith
     Bowen, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004188, of the records of Henderson County, Texas
     (C2319-213-301-07)

218. Oil Gas and Mineral Lease dated 01/24/2001, by and between Samuel F. Bowen
     and Elizabeth B. Phillips, as Co-Executors of the Estate of Emma Owen
     Smith, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004184, of the records of Henderson County, Texas
     (C2319-213-301-08)

219. Oil Gas and Mineral Lease dated 01/22/2001, by and between Rosemary J.
     Wilkes, dealing herein with her sole and separat, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 08/02/2001, File # 0012803, of the
     records of Henderson County, Texas (C2319-213-301-09)

220. Oil Gas and Mineral Lease dated 12/14/2000, by and between Lioel G. Amaya
     and Jesus V. Amaya, Sr., as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File # 0002580, of the records of Henderson County,
     Texas (C2319-213-309-00)

221. Oil Gas and Mineral Lease dated 01/08/2001, by and between John D. Burnett,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006084, of the records of Henderson County, Texas (C2319-213-310-00)

222. Oil Gas and Mineral Lease dated 01/08/2001, by and between Norman E. Black,
     Sr. and wife Doris Black, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 02/14/2001, File # 0002597, of the records of Henderson County,
     Texas (C2319-213-311-01)

223. Oil Gas and Mineral Lease dated 01/08/200l, by and between Chad Lawyer and
     wife, Leah Lawyer, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on 04/17/2001, File # 0006153, of the records of Henderson County, Texas
     (C2319-213-312-01)

224. Oil Gas and Mineral Lease dated 01/08/2001, by and between Jerry W. Seat,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006083, of the records of Henderson County, Texas (C2319-213-314-01)

225. Oil Gas and Mineral Lease dated 01/18/2001, by and between Osie Ola Gage,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006109, of the records of Henderson County, Texas (C2319-213-321-00)

226. Oil Gas and Mineral Lease dated 02/16/2001, by and between Sandra Glass, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006145, of the records of Henderson County, Texas (C2319-213-322-01)

<PAGE>




227. Oil Gas and Mineral Lease dated 02/16/200l, by and between Shirley
     Knowland, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006146, of the records of Henderson County, Texas
     (C2319-2l3-322-02)

228. Oil Gas and Mineral Lease dated 02/22/2001, by and between Dr. Harry Roy
     II, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File # 0006189, of the records of Henderson County, Texas
     (C2319-2l3-322-03)

229. Oil Gas and Mineral Lease dated 02/24/2001, by and between Roscoe Roy, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/2001, File
     # 0007738, of the records of Henderson County, Texas (C2319-213-322-04)

230. Oil Gas and Mineral Lease dated 01/18/2001, by and between Dwight Harold
     Carson and wife, Doris Edwin Carson, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 03/l4/2001, File # 0004166, of the records of Henderson
     County, Texas (C2319-213-325-01)

231. Oil Gas and Mineral Lease dated 01/23/2001, by and between Martha Carson
     Hardi, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004168, of the records of Henderson County, Texas
     (C2319-213-325-02)

232. Oil Gas and Mineral Lease dated 01/23/2001, by and between Emma V. Carson
     Taylor, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004183, of the records of Henderson County, Texas
     (C2319-213-325-03)

233. Oil Gas and Mineral Lease dated 01/23/2001, by and between Sara Carson
     Cope, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006111, of the records of Henderson County, Texas
     (C2319-213-325-04)

234. Oil Gas and Mineral Lease dated 01/08/200l, by and between C.T. Venture, a
     joint venture composed of W.R. Coffey and Gayle E. Tittle, as Lessor, and
     R.A.M. ENERGY, INC, as Lessee, recorded on 04/l7/2001, File # 0006l03, of
     the records of Henderson County, Texas (C2319-213-326-01)

235. Oil Gas and Mineral Lease dated 12/12/2000, by and between R.E. McCrary and
     wife J.E. McCrary, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on 04/17/2001, File # 0006l39, of the records of Henderson County, Texas
     (C2319-213-326-02)

236. Oil Gas and Mineral Lease dated 01/09/2001, by and between Bazel E. Crowe
     and wife Charlotte E. Crowe, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File # 0006102, of the records of Henderson County,
     Texas (C2319-213-326-03)

237. Oil Gas and Mineral Lease dated 01/09/2001, by and between W.R. Coffey;
     Trustee, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006087, of the records of Henderson County, Texas
     (C2319-213-326-04)

238. Oil Gas and Mineral Lease dated 01/l5/2001, by and between Isabelle B.
     Stockton, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006105, of the records of Henderson County, Texas
     (C2319-213-327-00)

239. Oil Gas and Mineral Lease dated 0l/25/2001, by and between Stephen D.
     Yarbrough, dealing in his sole and sepa, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 04/17/2001, File # 0006115, of the records of
     Henderson County, Texas (C2319-213-329-00)

240. Oil Gas and Mineral Lease dated 02/l9/2001, by and between Robert E.
     Latham, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/l4/2001, File # 0004190, of the records of Henderson County, Texas
     (C2319-213-330-01)

241. Oil Gas and Mineral Lease dated 01/25/2001, by and between Larry D.
     Stockton, dealing in his sole and separat, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 04/17/2001, File # 0006117, of the records of
     Henderson County, Texas (C2319-213-332-00)

242. Oil Gas and Mineral Lease dated 0l/25/2OOl, by and between Wallace L.
     Stockton, III, dealing in his sole and, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 04/17/2001, File # 0006118, of the records of
     Henderson County, Texas (C2319-213-333-00)

243. Oil Gas and Mineral Lease dated 01/15/2001, by and between Jerry A.
     Garrison and wife, Barbara Garrison, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 03/14/2001, File # 0004160, of the records of Henderson
     County, Texas (C2319-213-337-06)

244. Oil Gas and Mineral Lease dated 01/l6/2001, by and between Carl L. Tanner
     and wife, Wanda J. Tanner, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 03/14/2001, File # 0004161, of the records of Henderson County,
     Texas (C2319-213-337-12)

245. Oil Gas and Mineral Lease dated 01/17/2001, by and between Mary Louise
     Robertson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004173, of the records of Henderson County, Texas
     (C2319-213-339-01)

<PAGE>


246. Oil Gas and Mineral Lease dated 01/17/2001, by and between Alva Marie
     Sadler, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004182, of the records of Henderson County, Texas
     (C2319-213-339-02)

247. Oil Gas and Mineral Lease dated 01/17/2001, by and between Martha Dee
     Thompson, widow of Richard F. Thompson, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 03/14/2001, File # 0004169, of the records of
     Henderson County, Texas (C2319-213-339-03)

248. Oil Gas and Mineral Lease dated 01/18/2001, by and between George Walson
     Tidmore, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004171, of the records of Henderson County, Texas
     (C2319-213-339-04)

249. Oil Gas and Mineral Lease dated 01/19/2001, by and between David D. Dodd,
     dealing herein as his sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 05/11/2001, File # 0007739, of the
     records of Henderson County, Texas (C2319-213-342-01-A)

250. Oil Gas and Mineral Lease dated 01/19/2001, by and between Vicki Dodd
     Allen, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File # 0007740, of the records of Henderson County, Texas
     (C2319-213-342-01-B)

251. Oil Gas and Mineral Lease dated 01/19/2001, by and between Steven Dodd, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001, File
     # 0007741, of the records of Henderson County, Texas (C2319-213-342-01-C)

252. Oil Gas and Mineral Lease dated 01/19/2001, by and between Paula Dodd
     Fondiller, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File # 0007742, of the records of Henderson County, Texas
     (C2319-213-342-01-D)

253. Oil Gas and Mineral Lease dated 01/17/2001, by and between Dolores McLain
     Holt, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004162, of the records of Henderson County, Texas
     (C2319-213-345-01)

254. Oil Gas and Mineral Lease dated 01/18/2001, by and between Donald W.
     McLain, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/11/200l, File # 0004167, of the records of Henderson County, Texas
     (C2319-213-345-02)

255. Oil Gas and Mineral Lease dated 01/25/2001, by and between Kenneth Gregg
     Smith, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004176, of the records of Henderson County, Texas
     (C2319-213-346-01)

256. Oil Gas and Mineral Lease dated 01/22/2001, by and between Gretchen Truitt,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001, File
     # 0004177, of the records of Henderson County, Texas (C2319-213-346-02)

257. Oil Gas and Mineral Lease dated 02/06/200l, by and between Jim Tom Meredith
     and wife Jeanne Meredith, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 05/ll/2001, File # 00077413, of the records of Henderson
     County, Texas (C2319-213-348-01)

258. Oil Gas and Mineral Lease dated 02/07/2001, by and between A.J. Meredith,
     A/K/A Jack Meredith, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 05/ll/2001, File # 0007745, of the records of Henderson County,
     Texas (C2319-213-348-02)

259. Oil Gas and Mineral Lease dated 02/06/2001, by and between Eula Wilbur
     Pullen, dealing in her sole and separate property, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 05/ll/2001, File # 0007717, of the
     records of Henderson County, Texas (C2319-213-348-03)

260. Oil Gas and Mineral Lease dated 02/01/2001, by and between Joanne Fears,
     dealing in her sole and separate property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 05/ll/2001, File # 0007740, of the records of
     Henderson County, Texas (C2319-213-340-04)

261. Oil Gas and Mineral Lease dated 02/06/2001, by and between Owen McDonnell,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006151, of the records of Henderson County, Texas (C2319-213-348-05)

262. Oil Gas and Mineral Lease dated 02/06/2001, by and between Hattle Wilbur,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006150, of the records of Henderson County, Texas (C2319-213-340-06)

263. Oil Gas and Mineral Lease dated 02/06/2001, by and between Janice Wilbur
     Sweatt, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/200l, File # 0006149, of the records of Henderson County, Texas
     (C2319-213-348-07)

264. Oil Gas and Mineral Lease dated 02/06/2001, by and between Nelda Wright,
     dealing in her sole and separate property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 05/11/200l, File # 0007749, of the records of
     Henderson County, Texas (C2319-213-348-08)

<PAGE>


265. Oil Gas and Mineral Lease dated 02/06/2001, by and between Mary Monroe,
     dealing in her sole and separate property, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 05/21/2001, File # 0008360, of the records of
     Henderson County, Texas (C2319-213-348-09)

266. Oil Gas and Mineral Lease dated 02/07/2001, by and between Shirley M.
     Calhoun, Individually and as Attorney-in-Fact for Ernajon M. Jones, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/2001, File
     # 0007750, of the records of Henderson County, Texas (C2319-213-343-10)

267. Oil Gas and Mineral Lease dated 02/20/2001, by and between Belly Lain
     Benton, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/11/2001, File # 0004192, of the records of Henderson County, Texas
     (C2319-213-340-11)

268. Oil Gas and Mineral Lease dated 02/20/2001, by and between Barbara Lynn
     Neff, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004193, of the records of Henderson County, Texas
     (C2319-213-348-12)

269. Oil Gas and Mineral Lease dated 02/21/2001, by and between Beverly Jackson,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/2001, File
     # 0007751, of the records of Henderson County, Texas (C2319-213-348-13)

270. Oil Gas and Mineral Lease dated 02/07/2001, by and between Lucille Yonack,
     Carol Yonack, Attorney-In-Fact, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 05/11/2001, File # 0007752, of the records of Henderson
     County, Texas (C2319-213-348-14)

271. Oil Gas and Mineral Lease dated 02/22/2001, by and between A.J. Meredith,
     A/K/A Jack Meredith, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 05/ll/2001, File # 000774G, of the records of Henderson County,
     Texas (C2319-213-348-15)

272. Oil Gas and Mineral Lease dated 02/22/2001, by and between Jim Tom Meredith
     and wife Jeanne Meredith, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 05/11/2001, File # 0007744, of the records of Henderson County,
     Texas (C2319-213-340-16)

273. Oil Gas and Mineral Lease dated 02/01/2001, by and between Joanne Hundall
     Batson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File # 0007763, of the records of Henderson County, Texas
     (C2319-213-345-17)

274. Oil Gas and Mineral Lease dated 01/25/2001, by and between Mildred Boone,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006119, of the records of Henderson County, Texas (C2319-213-348-18)

275. Oil Gas and Mineral Lease dated 02/01/2001, by and between Margaret Boone
     Ellis, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006120, of the records of Henderson County, Texas
     (C2319-213-348-19)

276. Oil Gas and Mineral Lease dated 02/01/2001, by and between Stevie Hudnall,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006136, of the records of Henderson County, Texas (C2319-213-343-20)

277. Oil Gas and Mineral Lease dated 01/24/2001, by and between Keetah Life,
     Trustee of the Life Family Trust, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 05/ll/2001, File # 00077760, of the records of
     Henderson County, Texas (C2319-213-348-21)

278. Oil Gas and Mineral Lease dated O1/19/2001, by and between Louise Spencer
     Pope, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006134, of the records of Henderson County, Texas
     (C2319-213-348-22)

279. Oil Gas and Mineral Lease dated 01/25/2001, by and between Mark C. Roberts,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001, File
     # 0004175, of the records of Henderson County, Texas (C2319-213-348-23)

280. Oil Gas and Mineral Lease dated 01/18/2004, by and between Dwight Harold
     Carson and wife, Doris Edwin Carson, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 03/14/2001, File # 0004165, of the records of Henderson
     County, Texas (C2319-213-349-00)

281. Oil Gas and Mineral Lease dated 01/23/2001, by and between L.W. Ledwell,
     Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001,
     File # 0004179, of the records of Henderson County, Texas
     (C2319-213-350-01)

282. Oil Gas and Mineral Lease dated 02/23/2001, by and between Maxine Monk, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006162, of the records of Henderson County, Texas (C2319-213-350-02)

283. Oil Gas and Mineral Lease dated 01/25/200l, by and between Suzanne Barber
     Owens, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006160, of the records of Henderson County, Texas
     (C2319-213-350-03)

<PAGE>


284. Oil Gas and Mineral Lease dated 03/02/2001, by and between Larry Joe Surls
     and wife, Mickey Ferguson Surls, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 04/17/2001, File #0006166, of the records of
     Henderson County, Texas (C2319-213-350-04)

285. Oil Gas and Mineral Lease dated 01/19/2001, by and between Reba R.
     Robertson, Individually and Steve Robertson, and G. Phillip Robertson,
     Trustees of the Henry W. Robertson Trust, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 04/17/2001, File #0006108, of the records of
     Henderson County, Texas (C2319-213-351-00)

286. Oil Gas and Mineral Lease dated 02/07/2001, by and between Rosalyn Lane, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     #0006164, of the records of Henderson County, Texas (C2319-213-358-01)

287. Oil Gas and Mineral Lease dated 02/07/2001, by and between Claton H.
     Riddlesperger, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File #0006140, of the records of Henderson County, Texas
     (C2319-213-358-02)

288. Oil Gas and Mineral Lease dated 02/07/2001, by and between Paris Gibbs, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001, File
     #0004186, of the records of Henderson County, Texas (C2319-213-358-03)

289. Oil Gas and Mineral Lease dated 02/07/2001, by and between J.W.
     Riddlesperger, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File #0007753, of the records of Henderson County, Texas
     (C2319-213-358-04)

290. Oil Gas and Mineral Lease dated O1/23/2001, by and between Bishop, Harris &
     Royall Investments, a joint venture, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 03/14/2001, File #0004171, of the records of Henderson
     County, Texas (C2319-213-365-00)

291. Oil Gas and Mineral Lease dated 01/18/2001, by and between Jean Murrey,
     Winston Murrey, Frances A. Murrey, Hazel Imogene Murrey, as Lessor, and
     R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File #0006101, of
     the records of Henderson County, Texas (C2319-213-366-01)

292. Oil Gas and Mineral Lease dated 01/23/2001, by and between Norman Slaton
     and wife, Diane Slaton, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 03/14/2001, File #0004178, of the records of Henderson County,
     Texas (C2319-213-368-00)

293. Oil Gas and Mineral Lease dated 02/13/2001, by and between Michael Laney,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/ll/2001, File
     #0007754, of the records of Henderson County, Texas (C2319-213-372-01)

294. Oil Gas and Mineral Lease dated 01/30/2001, by and between Patricia
     Robbins, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File #0007755, of the records of Henderson County, Texas
     (C2319-213-372-02)

295. Oil Gas and Mineral Lease dated 01/25/2001, by and between Lynn Laney
     Shaver, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File #0006114, of the records of Henderson County, Texas
     (C2319-213-372-03)

296. Oil Gas and Mineral Lease dated 01/31/2001, by and between Graddie L.
     Withrow, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File #00041185, of the records of Henderson County, Texas
     (C2319-213-377-01)

297. Oil Gas and Mineral Lease dated 01/31/2001, by and between Lester L.
     Hoskins, and wife Joyce Hoskins, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 03/14/2001, File #0004181, of the records of Henderson
     County, Texas (C2319-213-377-02)

298. Oil Gas and Mineral Lease dated 12/07/2001, by and between John Kennedy,
     II, Trustee of the John Kennedy II, Family Trust, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 05/ll/2001, File #0007756, of the
     records of Henderson County, Texas (C2319-213-302-00)

299. Oil Gas and Mineral Lease dated 02/02/2001, by and between Jackie Glynn
     Wallace, and wife Linda Jean Wallace, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 04/17/2001, File #0006121, of the records of
     Henderson County, Texas (C2319-213-394-01)

300. Oil Gas and Mineral Lease dated 02/05/2001, by and between Robert Harvey
     Lyliston, and wife June Marie Lyliston, as Lessor, and R.A.M. ENERGY, INC.,
     as Lessee, recorded on 04/17/2001, File #0006130, of the records of
     Henderson County, Texas (C2319-213-394-02)

301. Oil Gas and Mineral Lease dated 02/15/2001, by and between Annette Marie
     Waller King, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/11/2001, File #0007757, of the records of Henderson County, Texas
     (C2319-213-399-01)

302. Oil Gas and Mineral Lease dated 02/14/2001, by and between Jerry Cullen
     Waller, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File #0006148, of the records of Henderson County, Texas
     (C2319-213-399-02)

<PAGE>


303. Oil Gas and Mineral Lease dated 03/01/2001, by and between William A.
     Abney, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006182, of the records of Henderson County, Texas
     (C2319-213-413-01)

304. Oil Gas and Mineral Lease dated 03/01/2001, by and between Cary M. Abney,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006183, of the records of Henderson County, Texas (C2319-213-413-02)

305. Oil Gas and Mineral Lease dated 03/01/2001, by and between Ruben K. Abney,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006184, of the records of Henderson County, Texas (C2319-213-413-03)

306. Oil Gas and Mineral Lease dated 03/01/2001, by and between Grace Keese
     Abney,as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006185, of the records of Henderson County, Texas
     (C2319-213-413-04)

307. Oil Gas and Mineral Lease dated 02/22/2001, by and between Phillip A. Dunn,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 09/20/2001, File
     # 15798, of the records of Henderson County, Texas (C2319-213-413-05)

308. Oil Gas and Mineral Lease dated 02/07/2001, by and between Josie Evans
     Penny, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     01/17/2001, File # 0006155, of the records of Henderson County, Texas
     (C2319-213-421-00)

309. Oil Gas and Mineral Lease dated 02/19/2001, by and between Claude E. Smith,
     Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 03/14/2001,
     File # 0004187, of the records of Henderson County, Texas
     (C2319-213-435-01)

310. Oil Gas and Mineral Lease dated 02/19/2OOl, by and between Jack Williams
     Smith, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     03/14/2001, File # 0004195, of the records of Henderson County, Texas
     (C2319-213-435-02)

311. Oil Gas and Mineral Lease dated 03/21/2001, by and between Samuel Charles
     Smith and wife Mary Lancaster Smith, as Lessor, and R.A.M. ENERGY, INC., as
     Lessee, recorded on 05/ll/2001, File # 0007758, of the records of
     Henderson County, Texas (C2319-213-435-03)

312. Oil Gas and Mineral Lease dated 03/01/2001, by and between TXU Electric
     Company by W. Kyle Ray Attorney-in-Fact, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on 04/17/2001, File # 0006144, of the records of
     Henderson County, Texas (C2319-213-438-01)

313. Oil Gas and Mineral Lease dated 03/08/2001, by and between Lorene W.
     Guidry, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File # 0007759, of the records of Henderson County, Texas
     (C2319-213-440-01)

314. Oil Gas and Mineral Lease dated 02/28/2001, by and between Benton R.
     Alridge, and wife Charlene, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File # 0006168, of the records of Henderson County,
     Texas (C2319-213-441-00)

315. Oil Gas and Mineral Lease dated 02/28/2001, by and between David L. Utley,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006167, of the records of Henderson County, Texas (C2319-213-442-00)

3l6. Oil Gas and Mineral Lease dated 02/28/2OOl, by and between Joe Glenn Davis,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006172, of the records of Henderson County, Texas (C2319-213-445-01)

317. Oil Gas and Mineral Lease dated 02/28/2001, by and between Thomas Boothe
     and wife Ann Boothe, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File # 0006188, of the records of Henderson County,
     Texas (C2319-213-446-01)

318. Oil Gas and Mineral Lease dated 03/02/2001, by and between Ronald Speed and
     wife Virginia Speed, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 04/17/2001, File # 0006187, of the records of Henderson County,
     Texas (C2319-213-448-00)

319. Oil Gas and Mineral Lease dated 02/19/2001, by and between Michael Marlan
     Cade, Trustee for the Michael Marlan Cade Trust, as Lessor, and R.A.M.
     ENERGY, INC., as Lessee, recorded on 04/17/2001, File # 0006176, of the
     records of Henderson County, Texas (C2319-213-460-01)

320. Oil Gas and Mineral Lease dated 03/07/2001, by and between Scott L. Babler,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/l1/200l, File
     # 0007762, of the records of Henderson County, Texas (C2319-213-460-02)

321. Oil Gas and Mineral Lease dated 03/07/2001, by and between Carol
     Crabtree, as Lessor, and R.A.M. ENERGY INC., as Lessee, recorded on
     05/11/2001, File # 0007765, of the records of Henderson County, Texas
     (C2319-213-460-03)

<PAGE>

322. Oil Gas and Mineral Lease dated 02/15/2001, by and between David Martin
     Henderson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006131, of the records of Henderson County, Texas
     (C2319-213-460-04)

323. Oil Gas and Mineral Lease dated 02/15/2001, by and between Knox Holmes
     Henderson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006132, of the records of Henderson County, Texas
     (C2319-213-460-05)

324. Oil Gas and Mineral Lease dated 03/07/2001, by and between Laurie J.
     Laeha, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File # 0007766, of the records of Henderson County, Texas
     (C2319-213-460-06)

325. Oil Gas and Mineral Lease dated 03/07/2001, by and between Charles R.
     Simpson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006173, of the records of Henderson County, Texas
     (C2319-213-460-07)

326. Oil Gas and Mineral Lease dated 03/08/2001, by and between Jack Lee Adkins
     and Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     08/02/2001, File # 0012801, of the records of Henderson County, Texas
     (C2319-213-460-08)

327. Oil Gas and Mineral Lease dated 02/14/2001, by and between Karen Coker
     Cain, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006143, of the records of Henderson County, Texas
     (C2319-213-460-09)

328. Oil Gas and Mineral Lease dated 02/14/2001, by and between Cary Ray Coker,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001, File
     # 0006138, of the records of Henderson County, Texas (C2319-213-460-10)

329. Oil Gas and Mineral Lease dated 03/08/2001, by and between Joy Allison
     Walker, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/l1/2001, File # 0007767, of the records of Henderson County, Texas
     (C23l9-213-460-11)

330. Oil Gas and Mineral Lease dated 03/20/2001, by and between Lonnie D.
     Rhodes, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     O5/ll/2001, File # 0007760, of the records of Henderson County, Texas
     (C2319-213-472-01)

331. Oil Gas and Mineral Lease dated 03/27/2001, by and between Wilma Choate, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/11/2001,
     File # 0007761, of the records of Henderson County, Texas
     (C2319-213-5-063-01)

332. Oil Gas and Mineral Lease dated 04/10/2001, by and between Wanda Hardey, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 05/21/2001,
     File # 0008359, of the records of Henderson County, Texas
     (C2319-213-5-063-02)

333. Oil Gas and Mineral Lease dated 03/26/2001, by and between Gary W. Morris
     and wife Linda Jones, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on 08/02/2001, File # 0012802, of the records of Henderson County,
     Texas (C2319-213-5-073-001)

334. Oil Gas and Mineral Lease dated 11/15/2000, by and between Gerald R. Bee,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on O2/14/2001,
     File # 0002526, of the records of Henderson County, Texas
     (C2319-213-6-063-02)

335. Oil Gas and Mineral Lease dated 11/07/2000, by and between David Dodd, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File # 0002530, of the records of Henderson County, Texas
     (C2319-213-6-063-03)

336. Oil Gas and Mineral Lease dated 1l/16/2000, by and between Edith M. Dodd,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 02/14/2001,
     File # 0002503, of the records of Henderson County, Texas
     (C2319-213-6-063-04)

337. Oil Gas and Mineral Lease dated 03/06/2001, by and between Frank Baker, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on 04/17/2001,
     File # 0006175, of the records of Henderson County, Texas (CR 382-SWA)

338. Oil Gas and Mineral Lease dated 03/06/2001, by and between Luzelle
     Williams, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     04/17/2001, File # 0006180, of the records of Henderson County, Texas
     (CR 387-SWA)

339. Oil Gas and Mineral Lease dated 03/22/2001, by and between June Belle
     Criswell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     05/ll/2001, File # 0007764, of the records of Henderson County, Texas
     (CR 415-SWA)


                               END OF EXHIBIT "A"
<PAGE>
                                  EXHIBIT "A"

1.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     Carro Daviss Kelton, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on September 21, 2001 in Volume 1171, Page 477, of the Official
     Public Records of Freestone County, Texas (L2332-005-01).

2.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     Hugh D. King, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     September 21, 2001 in Volume 1171, Page 479, of the Official Public Records
     of Freestone County, Texas (L2332-005-02).

3.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     John E. King, Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on September 21, 2001 in Volume 1171, Page 481, of the Official Public
     Records of Freestone County, Texas (L2332-005-04).

4.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     Sara Daviss Atkinson, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on September 21, 2001 in Volume 1171, Page 483, of the Official
     Public Records of Freestone County, Texas (L2332-005-05).

5.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     Amie Taylor Edling, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on September 21, 2001 in Volume 1171, Page 485, of the Official Public
     Records of Freestone County, Texas (L2332-005-06).

6.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     Helene V. Daviss, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on September 21, 2001 in Volume 1171, Page 487, of the Official Public
     Records of Freestone County, Texas (L2332-005-07).

7.   Memorandum of Oil, Gas and Mineral Lease dated 07/02/2001, by and between
     Connie W. Daviss, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded
     on September 21, 2001 in Volume 1171, Page 489, of the Official Public
     Records of Freestone County, Texas (L2332-005-08).

8.   Oil, Gas and Mineral Lease dated 05/22/2001, by and between Hazel Jean
     Dunnagan Haynes, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     August 13, 2001 in Volume 1167, Page 699, of the Official Public Records of
     Freestone County, Texas (L2332-008-01).

9.   Oil, Gas and Mineral Lease dated 05/28/2001, by and between Evan D. Porter,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10, 2001
     in Volume 1167, Page 622, of the Official Public Records of Freestone
     County, Texas (L2332-008-02).

10.  Oil, Gas and Mineral Lease dated 05/28/2001, by and between Fennie Mae
     Washington, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     August 10, 2001 in Volume 1167, Page 624, of the Official Public Records of
     Freestone County, Texas (L2332-008-03).

11.  Oil, Gas and Mineral Lease dated 05/28/2001, by and between Edna Dunnagan
     Dixon, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 626, of the Official Public Records of
     Freestone County, Texas (L2332-008-04).

12.  Oil, Gas and Mineral Lease dated 07/13/2001, by and between Bennie Mae
     Mitchell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     September 21, 2001 in Volume 1171, Page 491, of the Official Public Records
     of Freestone County, Texas (L2332-008-05).
<PAGE>
13.  Oil, Gas and Mineral Lease dated 05/31/2001, by and between Walter Porter,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10, 2001
     in Volume 1167, Page 628, of the Official Public Records of Freestone
     County, Texas (L2332-008-08).

14.  Oil, Gas and Mineral Lease dated 06/01/2001, by and between Gary Glenn
     Phillips, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 632, of the Official Public Records of
     Freestone County, Texas (L2332-008-14).

15.  Oil, Gas and Mineral Lease dated 06/01/2001, by and between Ida Parish, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10, 2001 in
     Volume 1167, Page 634, of the Official Public Records of Freestone County,
     Texas (L2332-008-15).

16.  Oil, Gas and Mineral Lease dated 06/01/2001, by and between Curtie Mae
     Rabon, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 636, of the Official Public Records of
     Freestone County, Texas (L2332-008-16).

17.  Oil, Gas and Mineral Lease dated 06/01/2001, by and between Felicia Rabon
     Lee, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10,
     2001 in Volume 1167, Page 638, of the Official Public Records of Freestone
     County, Texas (L2332-008-18).

18.  Oil, Gas and Mineral Lease dated 06/11/2001, by and between Donald Porter,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10, 2001
     in Volume 1167, Page 640, of the Official Public Records of Freestone
     County, Texas (L2332-008-22).

19.  Oil, Gas and Mineral Lease dated 06/04/2001, by and between Jane Porter
     Scott, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 642, of the Official Public Records of
     Freestone County, Texas (L2332-008-24).

20.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Leland H.
     Miller, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 644, of the Official Public Records of
     Freestone County, Texas (L2332-008-25).

21.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Margie K.
     Woods, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 646, of the Official Public Records of
     Freestone County, Texas (L2332-008-26).

22.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Wallace L.
     Honeycutt, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
     August 10, 2001 in Volume 1167, Page 648, of the Official Public Records of
     Freestone County, Texas (L2332-008-27).

23.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Cynthia W.
     Mueller, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 650, of the Official Public Records of
     Freestone County, Texas (L2332-008-28).

24.  Oil, Gas and Mineral Lease dated 07/20/2001, by and between J.W. Mitchell,
     Jr., et ux, L. Rae Mitchell, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
     recorded on August 10, 2001 in Volume 1167, Page 654, of the Official
     Public Records of Freestone County, Texas (L2332-010-01).

25.  Oil, Gas and Mineral Lease dated 07/12/2001, by and between Albin J.
     Kaptchinskie, et ux, Malvina J. Kaptchinskie, as Lessor, and R.A.M. ENERGY,
     INC., as Lessee, recorded on September 21, 2001 in Volume 1171, Page 493,
     of the Official Public Records of Freestone County, Texas (L2332-011-01).

26.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Margaret Rose
     Tomme, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on September
     21, 2001 in Volume 1171, Page 495, of the Official Public Records of
     Freestone County, Texas (L2332-013-03).

27.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Virgina Marzie
     Estes, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 656, of the Official Public Records of
     Freestone County, Texas (L2332-013-06).

                                                                               2
<PAGE>
28.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between Charles W.
     Free, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10,
     2001 in Volume 1167, Page 658, of the Official Public Records of Freestone
     County, Texas (L2332-013-07).

29.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Ozias Jackson,
     as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10, 2001
     in Volume 1167, Page 660, of the Official Public Records of Freestone
     County, Texas (L2332-014-07).

30.  Oil, Gas and Mineral Lease dated 06/14/2001, by and between Woodrow
     Jackson, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 662, of the Official Public Records of
     Freestone County, Texas (L2332-014-09).

31.  Oil, Gas and Mineral Lease dated 06/20/2001, by and between Jack Mauldin,
     Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10,
     2001 in Volume 1167, Page 664, of the Official Public Records of Freestone
     County, Texas (L2332-017-02).

32.  Oil, Gas and Mineral Lease dated 06/20/2001, by and between Charles W.
     Welch, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 666, of the Official Public Records of
     Freestone County, Texas (L2332-017-03).

33.  Oil, Gas and Mineral Lease dated 06/21/2001, by and between Jon B.
     Holloway, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August
     10, 2001 in Volume 1167, Page 668, of the Official Public Records of
     Freestone County, Texas (L2332-017-04).

34.  Oil, Gas and Mineral Lease dated 05/10/2001, by and between Ann Pinchak, as
     Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on August 10, 2001 in
     Volume 1167, Page 670, of the Official Public Records of Freestone County,
     Texas (L2332-018-01).

                               END OF EXHIBIT "A"

                                                                               3
<PAGE>

                                  EXHIBIT "A"

1.       Oil, Gas and Mineral Lease dated 03/08/2001, by and between Henry L.
         Fullerton, dealing herein with his sole and separat, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 7/9/2001, File# 0011235,
         Volume 2099, Page 006, of the Official Public Records of Henderson
         County, Texas (P2329-001-01).

2.       Oil, Gas and Mineral Lease dated 03/08/2001, by and between O.M.
         Fullerton, dealing in his sole and separate property, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 7/9/2001, File#  0011234,
         Volume 2099, Page 002, of the Official Public Records of Henderson
         County, Texas (P2329-001-02).

3.       Oil, Gas and Mineral Lease dated 03/15/2001, by and between Nancy C.
         Bullock, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File#  13388, Volume 2109, Page 223 of the Official Public
         Records of Henderson County, Texas (P2329-002-00).

4.       Oil, Gas and Mineral Lease dated 03/19/2001, by and between Joseph D.
         Allison and wife, Barbara E. Allison, as Lessor, and R.A.M. ENERGY,
         INC., as Lessee, recorded on 8/13/2001, File#  13389, Volume 2109, Page
         226, of the Official Public Records of Henderson County, Texas
         (P2329-004-01).

5.       Oil, Gas and Mineral Lease dated 03/15/2001, by and between Georgia
         Durham, a widow, as Lessor, and R.A.M. ENERGY, INC., as Lessee,
         recorded on 8/13/2001, File#  13390, Volume 2109, Page 229, of the
         Official Public Records of Henderson County, Texas (P2329-004-02).

6.       Oil, Gas and Mineral Lease dated 03/16/2001, by and between Jessie Nell
         Dixon, daughter of Emma B. Ramsey, deceased, as Lessor, and R.A.M.
         ENERGY, INC., as Lessee, recorded on 8/13/2001, File#  13391, Volume
         2109, Page 232, of the Official Public Records of Henderson County,
         Texas (P2329-005-01).

7.       Oil, Gas and Mineral Lease dated 03/16/2001, by and between Nelda Jean
         Loper, as Lessor and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File#  13392, Volume 2109, Page 235, of the Official Public
         Records of Henderson County, Texas (P2329-005-02).

8.       Oil, Gas and Mineral Lease dated 03/15/2001, by and between Leon
         Durhan, Jr., dealing herein in his sole and separate pr, as Lessor, and
         R.A.M. ENERGY, INC., as Lessee, recorded on 8/13/2001, File#  13393,
         Volume 2109, Page 238, of the Official Public Records of Henderson
         County, Texas (P2329-005-03).

9.       Oil, Gas and Mineral Lease dated 03/27/2001, bay and between Junaita
         Stillwell, as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File#  13394, Volume 2109, Page 241, of the Official Public
         Records of Henderson County, Texas (P2329-010-01).

10.      Oil, Gas and Mineral Lease dated 03/19/2001, by and between Michnel M.
         Cade and wife, Billie Cade, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File#  13395, Volume 2109, Page 244, of
         the Official Public Records of Henderson County, Texas (P2329-017-01).

11.      Oil, Gas and Mineral Lease dated 05/04/2001, by and between Paul Adron
         Neill and wife Dianna Neill, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File#  13396, Volume 2109, Page 247, of
         the Official Public Records of Henderson County, Texas (P2329-017-02).

12.      Oil, Gas and Mineral Lease dated 03/22/2001, by and between Edward E.
         Evans and wife Patricia Evans, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File#  13397, Volume 2109, Page 251, of
         the Official Public Records of Henderson County, Texas (P2329-018-01).

13.      Oil, Gas and Mineral Lease dated 03/28/2001, by and between E.W. Carnes
         and wife, Betty L. Carnes, as Lessor, and R.A.M. ENERGY, INC., as
         Lessee, recorded on 8/13/2001, File#  13398, Volume 2109, Page 254, of
         the Official Public Records of Henderson County, Texas (P2329-019-01).

14.      Oil, Gas and Mineral Lease dated 04/02/2001, by and between Donn Watt,
         Jr., as Lessor, and R.A.M. ENERGY, INC., as Lessee, recorded on
         8/13/2001, File#  13399, Volume 2109, Page 257, of the Official Public
         Records of Henderson County, Texas (P2329-024-01).


<PAGE>


                                  EXHIBIT "A"

Attached to and made a part of certain Joint Venture Agreement dated October 1,
2001 by and between Union Oil Company of California and Ivanhoe Energy (USA)
Inc.

                            LEASE BURDENS ON LEASES
                            DESCRIBED ON EXHIBIT "A"

SOUTHWEST ATHENS PROSPECT
LOUDY PROSPECT
NE CAVUGA PROSPECT
MALAKOFF PROSPECT

An Overriding Royalty to R.A.M. Energy, Inc. equal to the difference between
existing burdens and twenty two percent of eight-eights (22% of 8/8's).

An undivided 9.375% net profits interest to Geneve Energy Partners, LLC.

The overriding royalty and the net profits interest described above does not
apply to any leases acquired in the Malakoff Prospects and the NE Cayuga
Prospect situated outside of that certain 78,445 acre AMI attached hereto as
Exhibit "A-1".

LONE STAR PROSPECT

An overriding royalty to R.A.M. Energy, Inc. of an undivided three percent of
eight-eights (3% of 8/8's).

CATFISH CREEK PROSPECT
PHOENIX PROSPECT

An overriding royalty to R.A.M. Energy, Inc. of an undivided two percent of
eight-eights (2% of 8/8's).