Exhibit
10.20

    AGREEMENT

    


    


    This
Agreement is made by and between Lewis Energy Colombia, Inc., the Colombian
branch of a Cayman Island company (hereinafter “LEC”), Gold Oil PLC Sucursal
Colombia a Colombian branch of a foreign company (hereinafter “Gold Oil”) and
Osage Exploration and Development, Inc. a Delaware Corporation and Osage
Exploration and Development, Inc. Sucursal Colombia (hereinafter collectively
“Osage”).

    


    WHEREAS Gold Oil and the
Colombian Agencia Nacional de Hidrocarburos (hereinafter the “ANH”), entered in
certain “Contrato de Exploración y Producción de Hidrocarburos – Sector
Rosablanca” for the exploration and production of hydrocarbons, dated July 3,
2007 (hereinafter the “Rosablanca License”);

    


    WHEREAS Gold Oil entered into
certain “Contrato de Fiducia Mercantil” establishing an escrow account or
“patrimonio autónomo” (hereinafter the “Trust”) for securing funds towards the
execution of Phase 1 Exploration Program of the Rosablanca License, as required
by the ANH.

    


    WHEREAS Gold and Osage entered
into a separate Carried Interest Agreement (hereinafter the “Osage Carried
Agreement”) dated June 21st, 2007,
and under said agreement, subject to the approval of the ANH, Osage acquired
from Gold Oil the right to a fifty (50%) percent Interest in the Rosablanca
License. Under the Osage Carried Agreement, Osage committed, from its own
resources and at its own risk, to finance and pay all costs incurred in
Petroleum Operations towards the completion of Phase 1 Exploration Programme
from the date of this Agreement to the extent attributable to the Carried
Amount, as defined therein.

     

    WHEREAS Osage accepted to
adhere and be legally bound by the Joint Operating Agreement signed on September
19th, 2006
(hereinafter the “Operating Agreement”) between Gold and Empresa Petrolera de
Servicios y Asesorias S.A., a Colombian corporation (hereinafter “Empesa”) as
per the “Acknowledgement and Confirmation Document” dated June 21st, 2007,
assuming all the rights and obligations of the Operator under the Operating
Agreement.

    


    WHEREAS Osage and Gold entered
into certain Special Mandate Agreement (the “Mandate Agreement”) dated July
21st, 2007
and under said agreement Gold agreed to act as “Agent” of Osage for the
execution of operations under Phase 1 Exploration Program of the Rosablanca
License and such Agreement expired on January 2nd, 2009
to the satisfaction of Osage.

    


    WHEREAS acting under Osage ́s
instructions Gold entered into certain Contract with Empesa on July 21st, 2007
for the construction of a hydrocarbon well by the delegated management system
(hereinafter the “Management Agreement”) and under said agreement Empesa agreed
to manage and execute all activities necessary for the completion of Phase 1
Exploration Program of the Rosablanca License, including engaging vendors and
contractors directly for said purposes, and such vendors and contractors engaged
by Empesa were previously approved by Osage.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    WHEREAS LEC entered into a
Drilling Rig Contract dated November 14, 2008 for the drilling and completion of
the Rosablanca – 1 Well (hereinafter the “Drilling Contract”),

    


    WHEREAS the Rosablanca – 1
well was timely drilled and Phase 1 Exploration Program of the Rosablanca
License has been completed and the License is now in Phase 2 Exploration
Program.

    


    WHEREAS the Mandate Agreement
expired in January 21st, 2009
and therefore Osage have instructed Gold for liquidating said agreement and also
terminating and liquidating the Management Agreement effective as from February
25, 2009 (The “Transition Date”) for allowing LEC taking direct management and
operatorship of the Rosablanca – 1 well and all petroleum operations under the
Operating Agreement.

    


    WHEREAS LEC desires to acquire
twenty-five (25%) percent of the Rosablanca License from Osage at the Effective
Date, and to assume the development and any further operations of the Rosablanca
License on behalf of Osage, Empesa and Gold Oil effective as from the Transition
Date; and Osage and Gold Oil accept that assignment and also agree to allow LEC
to serve as Operator under the Operating Agreement under the terms and
conditions as more fully described below.

    


    NOW THEREFORE, Osage, Gold
Oil, and LEC agree to the following terms and conditions:

    


    ARTICLE
1

    DEFINITIONS

    


    1.1           Additional
Definitions: In addition to the various definitions set out throughout
this Agreement the Parties agree to the following defined terms for the
interpretation of this Agreement:

    


    
      	
              (a)  

            	
                 "Assignment Approval" means the consent by
      ANH required under the License for the assignment twenty-five percent
      (25%) of Participating Interest to Osage and twenty-five percent (25%) of
      Participating Interest to LEC and assignment of official Operatorship of
      the Contract to LEC.

            


    

    


    
      	
              (b)  

            	
              “Effective Date” means the date
      this Agreement is signed by the last of the three Parties to this
      Agreement.

            


    

    


    
      	
              (c)  

            	
              “Letter of Credit” means
      the Letter of Credit already established by Gold in favor of the ANH as
      required under the Rosablanca License for securing performance of Phase 2
      Exploration Program of the License.

            


    

     

    
      
         

      

      
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              (d)  

            	
              “Material Adverse
      Effect” means any change, development, or effect (individually or
      in the aggregate) which is, or is reasonably likely to be, materially
      adverse (i) to the business, assets, results of operations or
      condition (financial or otherwise) of a Party, or (ii) to the ability
      of a Party to perform on a timely basis any material obligation under this
      Agreement or any agreement, instrument, or document entered into or
      delivered in connection herewith provided that none of
      the following shall be deemed to constitute, and none of the following
      shall be taken into account in determining whether there has been, a
      Material Adverse Effect: (1) any adverse change, event, development, or
      effect arising from or relating to (a) general business or economic
      conditions, (b) national or international political or social conditions,
      including the engagement or continuation by the United States in
      hostilities, whether or not pursuant to the declaration of a national
      emergency or war, or the occurrence of any military or terrorist attack
      upon the United States, or any of its territories, possessions, or
      diplomatic or consular offices or upon any military installation,
      equipment or personnel of the United States, or (c) financial, banking, or
      securities markets (including any disruption thereof and any decline in
      the price of any security, commodity or market
  index).

            


    

    


    
      	
              (e)  

            	
              “Operator” is the Party
      designated as such under the Operating
  Agreement.

            


    

    


    
      	
              (f)  

            	
              “Parties” or
      “parties” means LEC, Osage
      and Gold Oil collectively.

            


    

    


    
      	
              (g)  

            	
              “Phase 1 Exploration
      Program” means the exploration commitments acquired under the
      Rosablanca license for phase exploration period, which includes the
      drilling of the Rosablanca – 1
well.

            


    

    


    
      	
              (h)  

            	
              “Phase 2 Exploration
      Program” means the exploration commitments acquired under the
      Rosablanca license for phase exploration period, which includes the
      acquisition of seismic in License
area.

            


    

    


    
      	
              (i) 

            	
              “Party” or “party” means
      LEC, Osage or Gold Oil,
individually.

            


    

    


    


    ARTICLE
2

    CONDITIONS FOR THE
ASSIGNMENT

    


    2.1           Assignment to
LEC:  Within five (5) days of the execution of this Agreement
and subject to payment of (i) the Purchase Price and (ii) compliance of LEC ́s
Funding Obligation as defined In Article 4 of this Agreement, Osage agrees to
assign to LEC one-half (50%) of its right, title and interests in and to the
Osage Carried Agreement including the role of Operator under the Operating
Agreement. This Assignment shall also include an assignment of all of Osage’s
interest in the proceeds from the Rosablanca – 1 Well until LEC realizes a net
return of Seven Million Dollars ($7,000,000.00) USD (“LEC’s 2x
Payout”).  Once LEC’s 2x Payout has been obtained, then Osage shall be
entitled to its proportionate share of the remaining proceeds from the
production of the Rosablanca - 1 Well.

     

    
      
         

      

      
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    2.2           Accounting:  Attached
hereto as Exhibit 1 is an accounting approved by Osage and LEC of the costs and
expenses, including drilling costs, directly related to the Rosablanca - 1 Well
which also reflects an accounting of LEC’s Funding Obligation, including
Drilling Contract invoice credits, credit for previously paid third party
invoices, detail of the Purchase Price and the remaining balance of $736,751.00
(USD) associated with the LEC Funding Obligation for payment by LEC of approved
third party invoices to for costs directly associated with the Rosablanca - 1
Well.  Any disputed costs and expenses shall be subject to the terms
set forth in paragraph 4.4 below.

     

    2.3           Price of the
Assignment: Within five (5) days following execution of this Agreement
LEC shall pay to Osage $ 649,645.00 (USD), (hereinafter the “Purchase Price”)
payable in Colombian Pesos at the official rate exchange (Tasa Representativa
del Mercado) applicable for the payment date. The value of the Stamp Tax
applicable to the transaction contemplated herein shall be assumed exclusively
by LEC and Osage in equal shares

     

    2.4           Distribution of Interests
after the Effective Date: Subject to payment of (i) the Purchase Price
and (ii) compliance of LEC ́s Funding Obligation as defined in this Agreement and
except for what is otherwise provided herein and Osage Carried Agreement
regarding specific carries or funding commitments between some of the Parties,
the Parties shall own all rights, interests under the Operating Agreement and
under the License (in the cases of LEC, Osage  and Empesa subject to
approval by ANH) and all oil and gas produced pursuant thereto and shall assume
and discharge all of the liabilities and obligations set forth in the License
according to the following Interests:

     

    
      	
              Party

            	
              Participating
      Interest

            
	
              Gold

            	
              40%

            
	
              Osage

            	
              25%

            
	
              LEC

            	
              25%

            
	
              Empesa

            	
              10%

            
	
              TOTAL

            	
              100%   

            


    

    


    2.5           Cooperation during
Transition: The Parties agree to cooperate with each other to insure all
consents, approvals and other documents as may be reasonable required from
Osage, Empesa and Gold Oil in order for LEC to own the interests assigned herein
and to recognize LEC of the Operator under the Operating Agreement on or before
the Effective Date. The Parties agree to cooperate with each other to insure all
consents, approvals and other documents are presented to the ANH once LEC
requests the registration of its interest in the Rosablanca License and its
position as Operator.

    


    
      
         

      

      
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    ARTICLE
3

    ROSABLANCA LICENSE
OPERATIONS AND GENERAL MATTERS

    


    3.1    
Termination of the
Management Agreement and transition: The Management Agreement shall be
terminated as from February 25, 2009 (The “Transition Date”). On the Transition
Date LEC will assume all liabilities for operations under the Operating
Agreement, and shall take direct control and responsibility for operations and
assets located in the Rosablanca – 1 well location. Osage, Gold and LEC shall
execute a Minute at the Transition Date, including a list of all facilities,
personnel and contractors available in the Rosablanca – 1 well location,
including copy of any permit, servitude, right of way, and any document related
to the Management Agreement. At the Transition Date all contracts with current
contractors shall be terminated and all outstanding LEC approved invoices to
such contractors shall be fully paid, and if required, replaced for new
contracts and orders directly with LEC. In accordance to the foregoing, upon
execution of this Agreement, Gold will send a notice to Empesa informing
termination of the Management Agreement and requesting Empesa to provide LEC
with any information about existing facilities, personnel and contractors
available in the Rosablanca – 1 well location, including copy of any permit,
servitude, right of way, and any document related to the Management
Agreement.

    


    3.2     LEC acting as
Operator:  Osage and Gold Oil hereby agree and consent to LEC
serving as Operator under the Operating Agreement as of the date of the
Transition Date. LEC accepts to adhere to and being legally bound to all the
dispositions of the Operating Agreement, assuming all rights, duties and
liabilities of a signing party of the Operating Agreement having a 25%
participating interest under Article 3.2 of the Operating Agreement. Likewise
effective from the Transition Date, LEC shall be recognized as Operator by the
Parties and accepts to adhere and being legally bounded to all the dispositions
of the Operating Agreement pertaining to the rights, duties and liabilities of
Operator under the precise terms and conditions contained in the Operating
Agreement. In connection to the foregoing, under the terms of this Agreement
Osage and Gold hereby commits to ratify its consent to LEC serving as Operator
in any operating committee meeting under the Operating Agreement

    


    3.3     Osage Assignment
Approval: Osage declares it has fully satisfied and completed all the
technical, operational, financial and legal and all the minimum qualification
requirements established by the ANH for obtaining the Assignment Approval. Gold
shall submit a request for the Assignment Approval within the three (3) month
following execution of this Agreement, provided that Osage has fulfilled with
its Carried Obligations under the Osage Carried Agreement.

    


    3.4     LEC Assignment
Approval: LEC declares it has fully satisfied and completed all the
technical, operational, financial and legal and all the minimum qualification
requirements established by the ANH for obtaining the Assignment Approval. Gold
shall submit a request for the Assignment Approval within the three (3) month
following a request by LEC for such approval, provided that LEC has fulfilled
its Funding Obligations under this Agreement.

    


    
      
         

      

      
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    3.5     Additional
Documentation:  The Parties further agree to execute any
additional documentation that may be required to allow LEC to serve as
Operator.

    


    


    ARTICLE
4

    FUNDING OBLIGATIONS TOWARDS
PHASE 1 EXPLORATION PROGRAM

    


    


    4.1      LEC Funding
Obligation: Osage agree and acknowledge that LEC shall not be required to
incur and expend more than $3,500,000.00 (USD), (including $1,985,043 (USD)
credit for any drilling invoices presented by LEC pursuant to the Drilling
Contract, subject to a potential VAT adjustment, and $128,650 (USD) of invoices
of contractors already paid by LEC), for covering payments due or to be due to
approved contractors (hereinafter the “LEC Funding Obligation”). In no event LEC
Funding Obligation shall be greater than $3,500,000.00 (USD). Any additional
costs and expenses incurred for the drilling and completing of the Rosablanca -1
well above LEC Funding Obligations shall be assumed and paid directly by
Osage.

    


    4.2      Pending payments to
Contractors: In accordance to the foregoing, notwithstanding that under
the Mandate Agreement, Osage shall provide sufficient funds to Gold, and LEC
commits up to LEC Funding Obligation as to Phase 1 of the Rosablanca License and
none other, either (i) to provide sufficient funds to Osage for paying approved
contractors’ invoices, or (ii) to pay directly outstanding approved invoices to
contractors. Osage ́s and LEC ́s tax, legal and financial counsel shall determine
the best manner for LEC to complete the LEC Funding Obligation hereunder from a
tax perspective. In case Osage’s and LEC’s counsel do not reach an agreement,
Osage shall abide by LEC’s counsel’s determination.

    


    4.3      Survival of previous
agreements: Without prejudice to LEC funding Obligations, Osage
acknowledges that Osage ́s obligations towards Gold Oil and any other outstanding
obligation under the Osage Carried Agreement shall subsist.

    


    4.4      Disputed
Invoices:  The Parties agree to cooperate and allow LEC access
to their files and records relating to the Rosablanca - 1 Well in order to allow
LEC the ability to verify contractor invoices.  The Parties agree to
meet and attempt to resolve the matter among themselves.  Failure to
reach a resolution of any disputed invoice within ten days after being presented
by and between Osage and LEC may result in the respective Parties engaging in
the Dispute Resolution process set forth in Paragraph 11 below.  Of
and from the Effective Date and subject to the LEC Funding Obligation, Osage
agrees to submit any and all Initial Well invoices it may receive for written
approval by LEC prior to either party paying said invoices LEC shall have ten
(10) days to review said invoice(s) and any rejection or non-approval by LEC
shall be for legitimate and reasonable grounds.  Failure by LEC to
provide written approval within the time specified shall be deemed an approval
by LEC.  All LEC approved invoices shall be subject to reimbursement
by LEC to Osage within five (5) days of payment by Osage. Payment by Osage of a
non-approved invoice will result in no liability by LEC to reimburse
Osage.  Osage and Lewis agree to process the LEC Funding Obligation
and all other funds in which LEC reimburses Osage Rosablanca -1 l Well costs in
a mutually agreeable means which results in no tax or other financial burden on
LEC.  In case no mutually agreeable position can be reached, the
position which results in no tax or other financial burden on LEC will
prevail.

    


    
      
         

      

      
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    4.5      Additional
Wells:  Save and except the operations performed on the
Rosablanca - 1 Well as of the Effective Date, all additional development under
the Rosablanca License, including any new completion of the Rosablanca -1 Well
by the Parties shall be performed and funded in accordance to each Party’s
interest in the Rosablanca License, pursuant to this Agreement.

    


    


    ARTICLE
5

    OSAGE SHARES AND FUTURE
PARTICIPATION

    


    5.1      Osage
Shares:  In addition to the Assignment of the Carried Interest
described in Paragraph 2.2 above, Osage agrees to transfer and assign to LEC or
its designee five million two hundred fifty thousand (5,250,000) $0.0001 par
value voting shares of Osage which is traded on the NASDAQ OTCBB market under
the ticker OEDV. (“Osage Shares”) with all rights and benefits associated with
the Osage Shares.  The transfer and assignment of the Osage Shares to
LEC’s designee by Osage shall occur on or before the Effective Date of this
Agreement.  A separate agreement related this transaction shall be
entered among the head offices of Osage and LEC under State of Texas
Law.

    


    5.2      Future
Participation: Osage hereby grants LEC the option, at LEC’s sole
discretion, to participate in up to fifty (50%) percent in any of Osage’s future
oil and gas activities in Colombia, including new blocks or transaction
involving Osage’s interest in the Guaduas field pipeline.  LEC is
granted fifteen (15) days to perform its initial review of data involving any
such future activities in Colombia before having to exercise its option to
participate.  The terms and conditions for any future participation
shall be set forth in separate mutually agreement(s).

    


    5.3      Future
Financing: LEC shall have the option, but not the obligation, to
participate in any future financing that Osage may seek for its Colombian oil
and gas operations under terms acceptable to LEC and Osage.  LEC is
granted ten (10) days after receiving a written request from Osage regarding the
financing request to exercise its option.

    


    
      
         

      

      
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    ARTICLE
6

    ADDITIONAL PHASES UNDER THE
ROSABLANCA LICENSE

    


    6.1      Additional
Phases: The Parties agree that Phase 2 Exploration period under the
Rosablanca License will be governed and controlled pursuant to the terms of the
Operating Agreement with LEC owning 25% of remaining phases under the Rosablanca
License, serving on the Operating Committee with at least 25% of the vote and
serving as Operator under the Operating Agreement.

    


    6.2      Letter of
Credit: The Parties recognize that Osage has paid Gold 50% of the
amount provided by Gold for establishing the counter guarantee required by Banco
de Credito - Helm Bank for issuing the Letter of Credit in the amount of
$55,000.00 (USD) necessary for Phase 2 of the Rosablanca License.  As
separate and apart from the LEC Funding Commitment, LEC agrees to reimburse
Osage $27,500.00 (USD) for LEC’s share of the Letter of Credit within 5 days of
the Effective Date.

    


    6.3      Trust Fund for Phase
2: LEC recognizes that Osage has paid LEC’s proportionate share of
the required Trust Fund for Phase 2 of the Rosablanca License.  As
separate and apart from the LEC Funding Commitment, LEC agrees to reimburse
Osage $197,500.00 (USD) for LEC’s share of the Phase 2 Trust Fund within 5 days
of the Effective Date. .

    


    6.4      ANH Economic Right
Contract: LEC recognizes that Osage has paid LEC’s proportionate share of
the required ANH Economic Right Contract for Phase 2 of the Rosablanca
License.  As separate and apart from the LEC Funding Commitment, LEC
agrees to reimburse Osage $7,500.00 (USD) for LEC’s share of the Phase 2 ANH
Economic Right Contract within 5 days of the Effective Date.

    


    6.5      Operating
Committee: Osage agrees to support LEC efforts and positions in
relation to the further development under the Rosablanca License. Specifically,
Osage commits to vote in the same manner as LEC on matters that are addressed by
the Operating Committee.

    


    ARTICLE
7

    REPRESENTATIONS AND
WARANTIES OF OSAGE

    


    7.1      Osage
represents and warrants to Gold Oil and LEC the following on the Effective
Date:

    


    (a)           Osage
Exploration and Development, Inc. is a Delaware corporation duly formed, validly
existing, and in good standing under the laws of the State of
Delaware;

     

    (b)           Osage
Exploration and Development, Inc. Sucursal Colombia is a registered branch in
Colombia of a foreign corporation;

     

    (c)           Osage
has all requisite power and authority to execute, deliver, and perform this
Agreement and each other agreement, instrument, or document executed or to be
executed by Osage in connection with the transactions contemplated hereby to
which it is a party and to consummate the transactions contemplated hereby and
thereby.  The execution, delivery, and performance by Osage of this
Agreement and each other agreement, instrument, or document executed or to be
executed by Osage in connection with the transactions contemplated hereby to
which it is a Party, and the consummation by it of the transactions contemplated
hereby and thereby, have been duly authorized by all necessary action of
Osage;

     

    
      
         

      

      
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    (d)           This
Agreement has been duly executed and delivered by Osage constitutes, and each
other agreement, instrument, or document executed or to be executed by Osage in
connection with the transactions contemplated hereby to which it is a party has
been, or when executed will be, duly executed and delivered by Osage and
constitutes, or when executed and delivered will constitute, a valid and legally
binding obligation of Osage, enforceable against it in accordance with their
respective terms, except that such enforceability may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium, and
similar laws affecting creditors' rights generally and (b) equitable
principles which may limit the availability of certain equitable remedies (such
as specific performance) in certain instances;

     

    (e)           Other
than requirements (if any) that there be obtained consents to assignment from
third parties, neither the execution, delivery, and performance by Osage of this
Agreement and each other agreement, instrument, or document executed or to be
executed by Osage in connection with the transactions contemplated hereby to
which it is a party nor the consummation by it of the transactions contemplated
hereby and thereby do and will (a) conflict with or result in a violation
of any provision of the charter, bylaws or other governing instruments of Osage,
(b) result in the creation or imposition of any lien or other encumbrance
upon the Rosablanca License, the Osage Carried Agreement, or (c) violate
any Applicable Law binding upon Osage, for any such conflicts or violations
which would not, individually or in the aggregate, have a Material Adverse
Effect;

     

    (f)           the
Rosablanca License is in full force and effect and it has no knowledge of any
breach or non-compliance of any party to the Rosablanca License;

     

    (g)           the
Osage Carried Agreement together with its Schedules and Exhibits are in full
force and effect and it has no knowledge of any breach or non-compliance by any
party to the Osage Carried Agreement;

     

    (h)           Osage
has obtained the proper and complete consent to assign any of its interest under
the Osage Carried Agreement from all necessary parties;

     

    (i)           Phase
1 of the Rosablanca License was extended to December 25, 2008 by
ANH;

     

    (j)           there
are no Proceedings pending threatened against or affecting Osage or the
Rosablanca License (including any actions challenging or pertaining to Osage's
title to the Rosablanca License), or affecting the execution and delivery of
this Agreement by Osage or the consummation of the transactions contemplated
hereby by Osage;

     

    
      
         

      

      
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    (k)           once
LEC has complied with the LEC Funding Obligation, Osage shall be solely
responsible for any and all outstanding invoices associated with the Rosablanca
-1 Well, and will not allow any action to be taken against the Rosablanca
License, Gold and or LEC for non-payment of any invoice ;

     

    (l)           the
start date for Phase 2 of the Rosablanca License was December 26, 2008;
and

     

    (m)           Osage
has paid LEC’s proportionate 25% share of the Phase 2 Trust Fund, Phase 2 Letter
of Credit and Phase 2 ANH Economic Right Contract.

     

    ARTICLE
8

    REPRESENTATIONS AND
WARANTIES OF GOLD OIL

    


    8.1      Gold
Oil represents and warrants to Osage and LEC the following on the Effective
Date:

    (a)           Gold
Oil is the Colombian branch of a foreign company duly formed, validly existing,
and in good standing under the laws of England;

     

    (b) Gold
Oil has all requisite power and authority to execute, deliver, and perform this
Agreement and each other agreement, instrument, or document executed or to be
executed by Gold Oil in connection with the transactions contemplated hereby to
which it is a party and to consummate the transactions contemplated hereby and
thereby.  The execution, delivery, and performance by Gold Oil of this
Agreement and each other agreement, instrument, or document executed or to be
executed by Gold Oil in connection with the transactions contemplated hereby to
which it is a Party, and the consummation by it of the transactions contemplated
hereby and thereby, have been duly authorized by all necessary action of Gold
Oil;

     

    (c)           This
Agreement has been duly executed and delivered by Gold Oil constitutes, and each
other agreement, instrument, or document executed or to be executed by Gold Oil
in connection with the transactions contemplated hereby to which it is a Party
has been, or when executed will be, duly executed and delivered by Gold Oil and
constitutes, or when executed and delivered will constitute, a valid and legally
binding obligation of Gold Oil, enforceable against it in accordance with their
respective terms, except that such enforceability may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium, and
similar laws affecting creditors' rights generally and (b) equitable
principles which may limit the availability of certain equitable remedies (such
as specific performance) in certain instances;

     

    (d)           Other
than requirements (if any) that there be obtained consents to assignment from
third parties, neither the execution, delivery, and performance by Gold Oil of
this Agreement and each other agreement, instrument, or document executed or to
be executed by Gold Oil in connection with the transactions contemplated hereby
to which it is a party nor the consummation by it of the transactions
contemplated hereby and thereby do and will (a) conflict with or result in
a violation of any provision of the charter, bylaws or other governing
instruments of Gold Oil, (b) result in the creation or imposition of any
lien or other encumbrance upon the Rosablanca License, the Carried Interest
Agreement, or (c) violate any Applicable Law binding upon Gold Oil, for any
such conflicts or violations which would not, individually or in the aggregate,
have a Material Adverse Effect;

     

    
      
         

      

      
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    (e)           the
Rosablanca License is in full force and effect and it has no knowledge of any
breach or non-compliance of ANH or any Party to the Rosablanca
License;

     

    (f)           the
Osage Interest Agreement together with its Schedules and Exhibits are in full
force and effect and it has no knowledge of any breach or non-compliance by any
party to the Carried Interest Agreement;

     

    (g)           it
has obtained the proper and complete consent to assign any of its interest under
the Carried Interest Agreement from all necessary parties;

     

    (h)           Phase
1 of the Rosablanca License was extended to December 25, 2008 by
ANH;

     

    (i)           there
are no Proceedings pending threatened against or affecting Gold Oil or the
Rosablanca License (including any actions challenging or pertaining to Osage's
title to the Rosablanca License), or affecting the execution and delivery of
this Agreement by Gold Oil or the consummation of the transactions contemplated
hereby by Gold Oil; and

     

    (j)           the
start date for Phase 2 of the Rosablanca License was December 26,
2008.

     

    ARTICLE
9

    REPRESENTATIONS AND
WARANTIES OF LEC

    


    9.1      LEC
represents and warrants to Osage and Gold Oil the following on the Effective
Date:

    


     

    (a)           LEC
is the Colombian branch of a company duly formed, validly existing, and in good
standing under the laws of the Cayman Islands;

     

    


     

    (b)           LEC
has all requisite power and authority to execute, deliver, and perform this
Agreement and each other agreement, instrument, or document executed or to be
executed by LEC in connection with the transactions contemplated hereby to which
it is a Party and to consummate the transactions contemplated hereby and
thereby.  The execution, delivery, and performance by LEC of this
Agreement and each other agreement, instrument, or document executed or to be
executed by LEC in connection with the transactions contemplated hereby to which
it is a party, and the consummation by it of the transactions contemplated
hereby and thereby, have been duly authorized by all necessary action of
LEC;

     

    (c)           This
Agreement has been duly executed and delivered by LEC constitutes, and each
other agreement, instrument, or document executed or to be executed by LEC in
connection with the transactions contemplated hereby to which it is a party has
been, or when executed will be, duly executed and delivered by LEC and
constitutes, or when executed and delivered will constitute, a valid and legally
binding obligation of LEC, enforceable against it in accordance with their
respective terms, except that such enforceability may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium, and
similar laws affecting creditors' rights generally and (b) equitable
principles which may limit the availability of certain equitable remedies (such
as specific performance) in certain instances; and

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (d)           Other
than requirements (if any) that there be obtained consents to assignment from
third parties, neither the execution, delivery, and performance by LEC of this
Agreement and each other agreement, instrument, or document executed or to be
executed by LEC in connection with the transactions contemplated hereby to which
it is a party nor the consummation by it of the transactions contemplated hereby
and thereby do and will (a) conflict with or result in a violation of any
provision of the charter, bylaws or other governing instruments of LEC,
(b) result in the creation or imposition of any lien or other encumbrance
upon the Rosablanca License, the Carried Interest Agreement, or (c) violate
any Applicable Law binding upon LEC, for any such conflicts or violations which
would not, individually or in the aggregate, have a Material Adverse
Effect.

     

    ARTICLE
10

     

    MISCELLANEOUS
TERMS

     

    10.1    Press Releases and Public
Announcements. No Party shall issue any press release or make any public
announcement relating to the subject matter of this Agreement prior to the
Effective Date without the prior written approval of the other Parties;
provided, however, that any Party may make any public disclosure it believes in
good faith is required by applicable Law or any listing or trading agreement
concerning its publicly traded securities (in which case the disclosing Party
will use its commercially reasonable efforts to advise the other Parties prior
to making the disclosure).

    


    10.2    No Third-Party
Beneficiaries. This Agreement shall not confer any rights or remedies
upon any person other than the Parties and their respective successors and
permitted assigns.

    


    10.3    Entire Agreement.
This Agreement among the Parties constitute the entire agreement among the
Parties and supersede any prior understandings, agreements, or representations
by or among the Parties, written or oral, to the extent they relate in any way
to the subject matter of this Agreement.

    


    10.4    Succession and
Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties named in this Agreement and their respective successors and
permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations under this Agreement without the prior written
approval of the remaining Parties. A reference to a Party to this Agreement or
another agreement or document includes the Party’s successors and
assigns.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    10.5    Counterparts. This
Agreement may be executed in one or more counterparts (including by means of
facsimile), each of which shall be deemed an original but all of which together
will constitute one and the same instrument.

    


    10.6    Headings. The section
headings contained in this Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of this
Agreement.

    


    10.7    Notices. All notices,
requests, demands, claims, and other communications under this Agreement shall
be in writing. Any notice, request, demand, claim, or other communication under
this Agreement shall be deemed duly given if (and then two (2) Business Days
after) it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth
below:

    


    If to
LEC:

    Lewis Energy Colombia,
Inc.

    10101 Reunion Place, Suite
1000

    San Antonio, Texas 78216

    Attn: Rodney R. Lewis

    Email:
rod@lewisenergy.com

    


    With
copies to:

    Al Holcomb

    10101 Reunion Place, Suite
970

    San Antonio, Texas 78216

    Email: al@agholcomb.net

    


    Anthony Trevino, Jr.

    Trevino, Valls & Haynes,
LLP

    PO Box 450989

    Laredo, Texas 78045

    Email:
tonytrevino@tvhlawfirm.com

    


    If to
Osage:

    Osage Exploration and Development,
Inc.

    Osage Exploration and Development,
Inc. Surcusal Colombia

    2445 Fifth Ave., Suite
310

    San Diego, CA 92101

    Attn: Kim Bradford

    Email:
kbradford@osageexploration.com

    


    If to
Gold Oil:

    Gold Oil PLC Sucursal
Colombia

    Calle 109 No. 19-36 Of.
502

    Bogota, D.C. - Colombia

    Attn: Mr. Gary Moore / Dominic
Dacosta

    Email:
ddacosta@bydlegal.com

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    Any Party
may send any notice, request, demand, claim, or other communication under this
Agreement to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
facsimile, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any Party
may change the address to which notices, requests, demands, claims, and other
communications under this Agreement are to be delivered by giving the other
Parties notice in the manner set forth in this Agreement.

    


    10.8    Governing Law. As
between the Parties, this Agreement shall in all respects be subject to and be
interpreted and construed in accordance with the laws of the Republic of
Colombia. Notwithstanding the previous sentence, as to Osage and LEC only, this
Agreement shall be governed and construed in accordance with the domestic laws
of the State of Texas without giving effect to any choice or conflict of law
provision or rule (whether of the State of Texas or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Texas. For the avoidance of doubt, the Parties acknowledge that this
provision shall not affect the existing clauses of applicable law under the
Operating Agreement.

    


    10.9    Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions of this Agreement or the validity or
enforceability of the offending term or provision in any other situation or in
any other jurisdiction.

    


    10.10  Expenses. The Parties
will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated by
this Agreement. All transfer, documentary, sales, use, stamp, registration and
other such taxes, and all conveyance fees, recording charges and other similar
fees and charges (including any penalties and interest) incurred in connection
with the consummation of the transactions contemplated by this Agreement shall
be paid by Party incurring same.

    


    10.11  Construction. The
Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.
All references in this Agreement to articles, sections or subdivisions thereof
shall refer to the corresponding article or paragraph thereof of this Agreement
unless specific reference is made to such articles, or paragraphs of another
document or instrument. Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The word
“including” means including without limitation.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    10.12  Incorporation of
Exhibit. The Exhibits identified in this Agreement are incorporated in
this Agreement by reference and made apart of this Agreement.

    


    10.13  No Brokers
Fees: Each Party acknowledges and confirms that it has no liability
or obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by this Agreement.

     

    ARTICLE
11

    DISPUTE
RESOLUTION

    


    11.1    Disputes between Osage and
LEC:  Any dispute, controversy or claim arising out of or
relating to this Agreement (a “Dispute”) among LEC and Osage only (including any
dispute or disagreement concerning vendor invoices), shall be settled by binding
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association. Any such Dispute shall be arbitrated on an individual
basis, and shall not be consolidated in any arbitration with any dispute, claim
or controversy of the other Party. The arbitration shall be conducted in San
Antonio, Texas, and any court having jurisdiction thereof may immediately issue
judgment on the arbitration award. The Parties agree that the arbitration
provided for in this Paragraph shall be the exclusive means to resolve all
Disputes and the arbitrator shall be empowered to grant specific performance or
other equitable remedies to a Party.

     

    11.2   
Disputes between the
Parties:  Subject to Paragraph 11.01 immediately above, any
dispute, controversy or claim arising out of or relating to this Agreement (a
“Dispute”) among the Parties (including any dispute or disagreement concerning
vendor invoices), shall be resolved by an Arbitration Tribunal designated by the
Chamber of Commerce of Bogotá, through the drawing of names registered on the
lists of the Center for Arbitration and Conciliation of said Chamber. The
Tribunal thus constituted shall be subject to the following rules: a) The
Tribunal shall be composed of three (3) arbitrators; b) the internal
organization of the Tribunal shall be subject to the rules provided for this
purposes by the Center of Arbitration and Conciliation of the Chamber of
Commerce of Bogotá; c) The Tribunal shall decide in accordance with the law and
its decision shall be considered final; and d) The Tribunal shall function in
Bogotá in the Center for Arbitration and Conciliation of the Chamber of Commerce
of Bogotá.  The Parties expressly waive the right to file judicial
claim in the event of breach of this Agreement.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    ARTICLE
12

    SURVIVAL OF REPRESENTATIONS
AND CONFLICT

    


    12.1    Survival of Parties
Representations:  The Parties agree that the representations of
each of the Parties set forth herein shall survive the Effective
Date.

    


    12.2    Conflict: The
Parties agree that any conflict between this Agreement, the Carried Interest
Agreement and its related instruments shall be governed and controlled by this
Agreement.

    


    ARTICLE
13

    PREFERENTIAL RIGHT TO
PURCHASE

    


    13.1   
Preferential Right to
Purchase:  Of and from the Effective Date, should Osage or LEC
desire to sell all or part of its interest in the Rosablanca License to a third
party, it shall promptly give written notice to the non-selling Parties with
full information concerning its proposed disposition, which shall include the
name and address of the prospective transferee (who must be ready, willing and
able to purchase), the purchase price and all other terms of the
offer.  Osage or LEC, as the case may be, shall have an optional prior
right, for a period of thirty (30) days after notice is delivered, to purchase,
in equal shares, for the same consideration on the same terms and conditions the
Rosablanca License interests the selling Party proposes to sell.

    


    


    


    AGREED
AND EFFECTIVE AS OF THE EFFECTIVE DATE:

    


    
      
        	
                OSAGE:

              	
                GOLD
      OIL:

              
	
                Osage
      Exploration and Development, Inc.

              	
                Gold
      Oil PLC Sucural Colombia

              
	
                and
      Osage Exploration and Development

              	 
      
	
                Inc.
      Sucursal Colombia

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:_______________________

              	
                By:________________________

              
	
                Name:_____________________

              	
                Name:______________________

              
	
                Title:______________________

              	
                Title:_______________________

              
	
                Date:______________________

              	
                Date:_______________________

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                LEC:

              	 
      
	
                Lewis
      Energy Colombia, Inc.

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:_______________________

              	 
      
	
                Name:_____________________

              	 
      
	
                Title:______________________

              	 
      
	
                Date:
      _____________________

              	 
      


      

    

    
 

    
      
         

      

      
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    EXHIBITS:

    


    EXHIBIT
1:                                ACCOUNTING
FOR ROSABLANCA #1 WELL

    


    


    
      
         

      

      
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