Unassociated Document


    DRILLING
      AND OPERATING AGREEMENT

    


    THIS
      AGREEMENT
      made and
      entered into on___________________, between _______________ , a
      _________________________ with offices at _________________________ (the
      "Operator"), and the Developers listed in Exhibit "A" (individually referred
      to
      as a "Developer" and collectively as the "Developers").

    


    WITNESSETH:

    


    


    


    WHEREAS,
      Operator, by virtue of certain oil and gas leases, has certain rights to develop
      oil and gas wells on the Drilling Sites (“Drilling Sites”) in areas identified
      in Exhibit "B" (the "Drilling Areas"); and

    


    WHEREAS,
      the
      parties hereto have reached an agreement to drill and develop the Drilling
      Sites
      as provided herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein and
      intending to be legally bound hereby, the parties agree as follows:

    


    1.
      Drilling and Operation of Wells; Assignment of Wells; Operator's Reservation
      of
      Overriding Royalty; Representations; Out-side
      Activities.

    


    (a)
      The
      Operator, as Developer's independent contractor, a-grees to drill, complete
      (or
      plug and abandon) and operate _____________ (__) wells in the Drilling Areas
      in
      accordance with the terms and conditions of this Agreement.

    


    (b)
      Upon
      completion of each well and payment in full by the Developers in accordance
      with
      Exhibit "C", Operator shall assign to the Developers the respective interest
      shown in Exhibit "D" in the Wells (“Wells”) located on the Drilling Sites ,
      which assignment shall be limited to the depth and area described in Exhibit
      "A". Each Well shall be individually identified on Exhibit “D”.

    


    (c)
      ___________________________ shall receive an overriding royalty equal to
      one-sixteenth (1/16)
      of all
      gross revenues from all gas produced, saved and marketed from any well or wells
      drilled on the Drilling Sites, including any revenues received from any
      compressor and/or pipeline facilities or portions thereof that are a part of
      the
      facilities for such wells or from which outside revenues are received. The
      reservation of such royalty shall be absolute and shall not be affected by
      (i)
      Operator's resignation as Operator hereunder, (ii) the termination of this
      Agreement, (iii) the performance or nonperformance by Operator of its duties
      and
      obligations under this Agreement, or (iv) the delegation by Operator of its
      duties hereunder. This overriding royalty interest is in addition to the
      customary 12.5% royalty interest due to the landowner.

     

    (d)
      It is
      understood and agreed that the assignments described above and the oil and
      gas
      development activities contemplated by this Agreement relate only to the
      Drilling Sites described in Exhibit "B" as well as those determined in
      accordance with 1(f) and Wells described in Exhibit “D”. Nothing contained in
      this Agreement shall be interpreted to restrict in any manner the right of
      each
      of the parties hereto to conduct without participation of any other party hereto
      any additional activities relating to exploration, development, drilling,
      production or delivery of oil and gas on lands adjacent to or in the immediate
      vicinity of the aforesaid Drilling Sites or elsewhere.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e)
      Operator represents and warrants to Developer that: (i) attached hereto as
      Exhibit "E" will be true and correct copies of the Leases; (ii) to the best
      knowledge of Operator, Operator is not currently in default with respect to
      the
      performance of any of the terms and conditions of the leases and presently
      knows
      no basis for claiming any such default by it; (iii) no consent or approval
      of
      any third party is currently required with respect to the assignment of the
      Drilling Sites to Developer in the manner contemplated by this Agreement; and
      (iv) each assignment of the Drilling Sites will effectively assign to the
      Developer such right, title and interest of the Operator in and to the Drilling
      Sites which such assignment purports to assign. Operator shall arrange for
      a
      title examination to be conducted on the Drilling Sites in order to obtain
      appropriate abstracts, opinions, certificates and other information necessary
      to
      determine the adequacy of title to the applicable Lease and the fee title of
      the
      lessor to the property covered by the Lease. The results of such title
      examination will be made available to any Developer upon request.

    


    (f)
      If
      Operator determines, with respect to any Drilling Site, before operations
      commence with respect to such Drilling Site, based upon available production
      information for any other wells which may have been recently drilled in the
      immediate area of such Drilling Site, or upon discovery of title defects, or
      upon such other evidence as Operator may obtain, that it would not be in the
      best interest of the parties hereto to drill a well on such Drilling Site,
      then
      Operator shall notify the Developers of such determination and such Drilling
      Site shall thereupon be withdrawn from this Agreement. Operator shall attempt
      to
      acquire an additional drilling site(s) for the purpose of providing the
      necessary number of drilling sites required to drill the number of wells
      specified in Section 1(a), but Operator shall notify Developers of each
      replacement drilling site. If a majority in interest of the Developers do not
      reject it in writing within seven (7) days after notification from Operator,
      the
      new drilling site shall become subject to this Agreement. If rejected, Operator
      shall propose another drilling site in place of the rejected drilling
      site.

     

    2.
      Interest
      of Parties

    


    Exhibit
      "D" lists the respective interests of Operator and each Developer in the net
      revenues (after payment of royalties, overriding royalties, production payments,
      share of development and operating ex-penses) and ownership of the wells,
      equipment and production with respect to the wells to be drilled hereunder,
      except as otherwise provided in Section 20.

    


    3.
      Drilling
      of Wells

    


    


    (a)
      Except as otherwise provided in Exhibit "C", the price for each well shall
      include all tangible and intangible costs which may be incurred in drilling
      and
      completing such well, including without limi-tation, the costs of site
      preparation and restoration, permits and bonds, roadways, surface damages,
      power
      at the site, water, Operator's overhead and profit, rights-of-way, drilling
      rigs, collection tanks and other equipment necessary or appropriate to dispose
      of brine, equipment and material, costs of title examination, access rights,
      logging, cementing, perforating, fracturing, casing, meter (other than utility
      purchase meters), separator and geological and engineering services but shall
      not cover the costs and expenses of:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (i)
      services, equipment and any facilities necessary or appropriate for the
      production and sale or disposal of oil and/or natural gas liquids;
      and

    


    (ii)
      drilling through, casing and cementing a void in a coal
      mine
      or seam with respect to any well;

    


    Any
      such
      extra costs shall be paid by the parties, in proportion to their respective
      interests in the well with respect to which such expenses were incurred, based
      on Exhibit "D" or, if not set forth therein, at Operator's invoice costs for
      expenses incurred or third party services performed and materials furnished,
      plus ten percent (10%), which ten percent shall be in lieu of any charge by
      Operator for its profit or overhead, (Need
      language here to cover possible surcharges on gasoline, drilling services,
      cement jobs, etc.)

    


    (b)
      Operator shall determine the timing of and the order of the drilling of the
      wells. Any well drilled hereunder shall be drilled to a depth sufficient to
      thoroughly test the Bradford sand horizons, or to 3,000 feet, except in the
      case
      that the operator deems it prudent to drill to a depth of 5,500 feet to test
      the
      Elk Formation. The Operator shall have the right to direct stoppage of work
      at
      any time prior to reaching the depth specified herein whenever a natural open
      flow of gas occurs which is in a sufficient quantity that continued operations
      are hazardous in the sole opinion of Operator, or whenever the natural open
      flow
      is in excess of 5OO Mcf/day. 

     

    (c)
      Operator shall have the exclusive right to pay for, own, use and
      assign, any
      pipeline and dehydration
      facilities in connection with the wells being drilled hereunder; provided,
      however, that sufficient capacity will be maintained for the delivery of gas
      under this Agreement.

     

    (d)
      Operator shall determine whether or not to run the prod-uction casing for an
      attempted completion or to plug and abandon the wells drilled hereunder, which
      determination shall be final and binding on all parties after the well has
      been
      drilled to target depth. If any Developer shall request Operator to employ
      any
      procedures which cause delay or additional cost, then such Developer shall
      pay
      for all such additional costs.

    


    (e)
      If
      Operator elects not to run production casing for an attempted completion, the
      well shall be considered to be a dry hole under this Agreement. Operator will
      plug and abandon the well in the manner as prescribed by regulations of the
      appropriate governmental agencies and regulatory bodies. Operator shall furnish
      a plugging report showing the well
      has
      been plugged. The charge for plugging and abandoning the well shall be paid
      by
      the Developers, and Operator shall refund the portion of the price of such
      well
      to the Developers set forth in Exhibit "F".

    


    (f)
      If
      election is made by Operator to run production casing, Operator shall so advise
      the Developers as soon as practical and the same shall be run and cemented
      according to acceptable field practices for the area, and shall be perforated
      at
      points selected by Operator, and the fracturing treatment shall be performed
      in
      accordance with customary practices in the area.

    


    (g)
      This
      Agreement shall not be construed as a guarantee as to the commercial
      productivity of the wells covered by this Agreement. Operator shall not be
      liable for or act as a guarantor of services or materials provided by third
      parties or against any geological faults, geological accidents, or other
      geological circumstances, which may appear during or subsequent to the
      completion of any well hereunder which affects the commercial productivity
      of
      such well. Any costs and expenses of remedial work shall be considered operating
      costs under Section 8.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    4.
      Operator Responsibilities

    

      
        	 	
                (a)

              	
                The
                  Operator shall conduct and direct and have full control of all
                  operations
                  as permitted and required by this Agreement. Operator shall, in
                  addition
                  to its other obligations hereunder:

              


      

      


      
        	 	
                (i)

              	
                determine
                  at all times when any well shall be completed, plugged and abandoned
                  or
                  remedial work performed and which sands to complete (whether upon
                  completion of drilling operations or
                  thereafter);

              


      

      


      
        	 	
                (ii)

              	
                manage
                  and conduct all field operations in connection with drilling, testing,
                  completing, recompleting, equipping, operating and producing of
                  the
                  wells;

              


      

      


      
        	 	
                (iii)

              	
                maintain
                  all wells, equipment, pipelines and facilities in good working
                  order
                  during the useful life thereof; and

              


      

      


      
        	 	
                (iv)

              	
                perform
                  the necessary administrative and accounting
                  functions.

              


      

       

      
        	 	
                (b)

              	
                The
                  decision of Operator shall be final and conclusive, and shall be
                  binding
                  upon all parties. Operator shall conduct all such operations in
                  a good and
                  workmanlike manner, but it shall have no liabilities as Operator
                  to any
                  party for losses sustained, or liabilities incurred, except such
                  as may
                  result from Operator’s gross negligence or willful
                  misconduct.

              


      

    

     

    
      	
              5.

            	
               Employees

            


    

    


    The
      number of employees and their selection, hours of employment and compensation
      shall be determined by Operator. All empoloyees shall be employees of the
      Operator.

    


    


    
      	
              6.

            	
              Sale
                of Production

            


    

    


    
      	
            	(a)	
              Subject
                to Sections 10 and 20 hereto, each Developer hereby reserves the
                exclusive
                right to take in kind or separately dispose of his proportionate
                share of
                all oil and gas produced from the wells to be drilled hereunder,
                exclusive
                of production which may be used in development and producing operations,
                preparing and treating oil and gas for marketing purposes, production
                unavoidably lost and production used to fulfill any free gas obligations
                under the terms of the applicable
                lease.

            


    

    


    
      	 	
              (i)

            	
              If
                any Developer exercises the right to take his share of oil and gas
                in
                kind, such Developer shall pay or deliver, or cause to be paid or
                delivered to the Operator, all royalties and overriding royalties
                based
                upon the highest price then being paid by industrial, utility, pipeline
                or
                other purchasers for gas of a like kind , at the point of delivery
                to
                either the purchaser or pipeline transporting facilities. Such price
                shall
                include all appropriate compression and transportation fees as the
                case
                may be;

            


    

    
      	 	
              (ii)

            	
              In
                the event Developer elects to separately dispose of his share of
                oil and
                gas, all royalties and overriding royalties shall be based on the
                contract
                price includiong brokerage fees, if any, and transportation and
                compression fees as long as the gas is in Operator’s possession prior to
                the delivery point.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    

      


      
        	 	
                (b)

              	
                Any
                  extra expenditure incurred in taking in kind or separate disposition
                  by
                  any Developer of its proportionate share of the production shall
                  be borne
                  by the Developer, and such Developer shall reimburse Operator for
                  any loss
                  of income that Operator incurs by reason of such separate
                  disposition.

              


      

      
        	 	
                (c)

              	
                If
                  any Developer fails or neglects to make the arrangements necessary
                  to take
                  in kind or separately dispose of his proportionate share of oil
                  and gas
                  produced from any well covered by this Agreement within thirty
                  (30) days
                  following completion of such well, the Operator shall have the
                  right but
                  not the obligation, to sell such oil and gas to others at any time
                  and
                  from time to time, for the account of the Developer at the best
                  price
                  reasonably obtainable under the circumstances. Any such purchase
                  or sale
                  by the Operator shall be subject to the right of the Developer
                  to exercise
                  its right to take in kind or to separately dispose of its share
                  of oil and
                  gas not previously delivered to any purchaser or committed to any
                  purchaser. Any such purchase or sale by Operator of any Developer’s share
                  of oil and 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 and
                  one-half
                  years.

              


      

      
        	 	
                (d)

              	
                With
                  respect to operations hereunder, Developers 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 predecessor or successor agencies to
                  the
                  extent such interpretation or application was made in good faith.
                  Each
                  Developer further agrees to reimburse Operator for any amounts
                  applicable
                  to such Developer’s share of production that Operator may be required to
                  refund, rebate or pay as a result of any such incorrect interpretation
                  or
                  application, together with any interest and penalties
                  thereon.

              


      

      
        	 	
                (e)

              	
                Operator
                  hereby appoints and the Developer agrees to the appointment of
                  the
                  Operator’s wholly owned subsidiary, Mid-East Gas Gathering, Inc. to act
                  as
                  sales and marketing agent for the oil and gas produced hereunder.
                  Mid-East
                  Gas Gathering, Inc. shall market and sell oil and gas produced
                  from the
                  wells contemplated hereunder and shall be responsible for the ownership,
                  construction and maintenance of the pipeline systems used to transport
                  the
                  oil and gas to market and shall be responsible for purchasing and/or
                  leasing compressors, desiccation and heating systems, and shall
                  be
                  responsible for the costs of all other equipment, personnel and
                  administrative costs in regard to the sale, marketing and transportation
                  of oil and gas. Mid-East Gas Gathering, Inc. shall be paid ten
                  percent
                  (10%) of the Net Revenues received from the oil and gas purchasers
                  in
                  exchange for the use of the above-described transportation and
                  compression
                  systems and its marketing and sales efforts. All costs incurred
                  during the
                  transportation of such oil and gas shall be borne by Mid-East Gas
                  Gathering, Inc.

              


      

    

     

    7.
      Production
      Proceeds

    


    (a)
      To
      facilitate the collection and disbursement of the proceeds from the sale of
      oil
      and gas from any well covered by this Agreement, each Developer hereby
      irrevocably appoints Operator as his exclusive agent to collect any and all
      proceeds from the sale of such oil and gas whether such sale is made by the
      Developer or the Operator on behalf of the Developer and hereby agrees to name
      Operator as such agent in any contract for the separate disposition of such
      oil
      and gas. Any person or persons making payment to Operator shall be released
      from
      any and all liability with regard to the proceeds of such sale.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (b)
      Operator shall make a diligent effort to collect all payments due but shall
      have
      no liability with regard to any nonpayment of proceeds from the sale of such
      oil
      and gas.

    


    (c)
      All
      monies collected by Operator shall be held in trust for the account of all
      parties.

    


    (d)
      Subject to Sections 10 and 20 hereof, Operator shall disburse, no later than
      the
      twenty-eighth (28th) day of the month following the month in which proceeds
      of
      sale are received, the entire proceeds of such sale, less payment of lessor's
      royalties and any overriding royalties, production payments, operating expenses
      or other charges under Section 8 and delinquent advance payments under Section
      9; provided, however, if Operator enters into a take-or-pay contract which
      provides a credit to the purchaser for any payments by it for failing to take
      delivery, Operator shall have the right, but not the obligation, to deposit
      all
      or a portion of such payments in escrow, Operator shall have the right to retain
      such monies in escrow or disburse them from time to time to such person or
      persons as it determines are entitled thereto. If Operator disburses such monies
      to any person who is later determined to be not entitled thereto Operator shall
      have no liability to Developers or any other persons with respect thereto other
      than to use its best efforts to recover such monies for the account of the
      person who is lawfully entitled thereto, Ac-cordingly, Developers hereby release
      Operator from any and all claims, liabilities and damages related to or arising
      out of such payments or disbursements provided that Operator acted in good
      faith.

    


    


    8.
      Operating
      Fees and Costs

    


    (a)
      Commencing at the time that a well drilled hereunder begins to produce, Operator
      shall be entitled to an operating fee of $____ per month for each well being
      operated under this Agreement in lieu of direct charges by Operator for its
      services or the use of its equipment for the normal operation and maintenance
      of
      such wells. Such operating fee shall be subject to annual adjustments as
      provided in Subsection (b) below and shall cover all normal, regularly recurring
      operating expenses for the production and sale of oil and/or natural gas,
      including without limi-tation, well tender, routine maintenance and minor
      adjustments, reading meters, recording production, maintaining appropriate
      books
      and records, preparing reports to the Developers, and collecting and disbursing
      revenues, but shall not cover the costs and expenses of:

    


    (i)
      lease
      rentals and royalties, including shut-in roy-alties not deducted under Section
      7
      above which have been paid by the Operator for the wells covered by this
      Agreement;

    


    (ii)
      All
      taxes of every kind and nature, including, without limitation, ad valorem taxes,
      assessed or levied upon or in connection with the operation thereof, or the
      production there-from, and which taxes have been paid by the Operator for the
      benefit of the Developers;

    


    (iii)
      materials purchased or furnished by Operator for use on the wells;

    


    (iv)
      transportation of materials, including brine, except where employees of Operator
      transport material in the normal course of operation;

    


    (v)
      tubing, bailing or cleaning out a well and other services requiring equipment
      which is necessary to the efficient operation of a well;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (vi)
      services, equipment and facilities necessary or ap-propriate for the production
      and sale or disposal of oil and/or natural gas liquids;

    


    (vii)
      services of attorneys, accountants, geologists, pe-troleum engineers or other
      professionals relating to operations hereunder.

    


    (viii)
      any applications, filings or reports to either the gas purchaser(s) or
      governmental agencies.

    


    Any
      such
      extra costs shall be paid by the parties, in proportion to their respective
      interests in the well with respect to which such expenses were incurred, based
      on Operator's invoice costs for expenses incurred or third party services
      performed and materials furnished, plus ten percent (10%), which ten percent
      shall be in lieu of any charge by Operator for its profit or overhead, except
      (i) that the charges for maintenance, repair and operation of gathering lines
      and compression and dehydration facilities shall be at a rate established by
      Operator, in its sole discretion, at the time of installation of such
      facilities, provided such rate is competitive with like facilities in the
      industry and (ii) that the charges for professional services shall be at cost,
      which shall be reasonable under the circumstances.

    


     

    
      	 	
              (b)

            	
              The
                operating fee shall be adjusted as of the first day of April of each
                year
                following the effective date of this Agreement. The adjustment shall
                be
                computed by multiplying the then applicable operating fee by the
                percentage increase or decrease in the average weekly earnings of
“Crude
                Petroleum, Natural Gas and Natural Gas Liquids” workers for the last
                calendar year compared to the preceding calendar year as published
                by the
                United States Department of Labor, Bureau of Labor Statistics, and
                shown
                in the Employment and Earnings Publications, Monthly Establishment
                Data,
                Hours and Earnings Statistical Table C-2, Index Average Weekly earnings
                of
                “Crude Petroleum, Natural Gas and Natural Gas Liquids” workers, SIC Code
                #131.2, or any successor index thereto, since January 1st
                in
                the year in which this Agreement was executed, in the case of the
                first
                adjustment, and since the previous adjustment date in the case of
                each
                subsequent adjustment. The adjusted operating fee shall be the operating
                fee currently in use, plus or minus the computed
                adjustment.

            


    

    


    
      	 	
              (c)

            	
              The
                monthly operating fee shall be charged as
                follows:

            


    

    

      
        	 	
                (i)

              	
                An
                  active well producing for any portion of the month shall be charged
                  for
                  the entire month

              


      

      
        	 	
                (ii)

              	
                Gas
                  wells shall be charged if directly connected to a permanent sales
                  outlet
                  even though temporary shut-in due to overproduction or failure
                  of the
                  purchaser to take the production

              


      

      
        	 	
                (iii)

              	
                A
                  producing oil and/or gas well permanently shut down but on which
                  plugging
                  operations are deferred shall not be charged after the time shut
                  down is
                  effected

              


      

      
        	 	
                (iv)

              	
                A
                  well being plugged back, drilled deeper, or which is undergoing
                  any type
                  of workover that requires the use of a drilling rig capable of
                  drilling
                  shall not be charged for that period of time during which the well
                  does
                  not produce

              


      

    

    

    

    
      	 	
              (d)

            	
              Except
                as otherwise provided herein, the Operator shall promptly pay and
                discharge all costs and expenses incurred in operations pusuant to
                this
                Agreement and charge each of the Developers with his respective share
                of
                such costs and expenses. Each Developer shall pay to the Operator
                all such
                costs and expenses within 15 days after the receipt of th invoice
                from
                Operator.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    


    


    
      
        9. 
          Advance
          Payment

      

    

    


    (a) The
      operator, at its election, shall have the right from time to time to demand
      and
      receive payment in advance from the Developers of their respective shares of
      the
      estimated costs to be incurred in operations hereunder during any month or
      in
      plugging and abandoning any wells which right may be exercised by submission
      to
      each Developer of an itemized statement of such estimated costs, together with
      an invoice forits share thereof. Each such statement and invoice shall be
      submitted on or before the twentieth day of the month preceding the month for
      which the advance is requested. Each Developer shall pay the amount shown on
      such invoice within fifteen days after the date thereof. Proper adjustments
      shall be made monthly between advances and actual costs (including the allowance
      for Operator's overhead), so that each Developer shall bear and pay its
      proportionate share of actual costs incurred, and no more.

    


    {b)
      The
      Operator shall have the right to withhold all or a portion of production
      payments and place such amounts in an escrow account for the purpose of plugging
      and abandoning the wells covered by this Agreement, which right may be exercised
      by submission to each Developer of an itemized statement of such estimated
      plugging costs. Thereafter, Operator shall annually submit to Developers an
      itemized statement of the estimated plugging cost and amount then on deposit.
      Operator shall disburse all proceeds, which accumulate in excess of estimated
      plugging costs (including the allowance for Operator's overhead), as set forth
      in Section 7.

    


    10.
      Operator's
      Remedies

    


    In
      the
      event any Developer fails to pay its share of advances, costs and expenses
      hereunder, the Operator shall have the following remedies:

    
      	 	
              (i)

            	
              Developer
                shall pay interest monthly on the unpaid balance at the prime rate
                in
                effect at PNC Bank, Pittsburgh, Pennsylvania, on the first day of
                the
                month in which delinquency occurs plus Two (2%) Percent, plus attorney's
                fees, court costs and other costs in connection with the collection
                of
                unpaid amounts, and Operator shall further have the right, without
                prejudice to any other rights or remedies
                to:

            


    

    


    


    (ii)
      withhold payment of any working interest under this Agreement or any other
      account due such Developer; or

    


    (iii)
      when operations are being conducted under Paragraph 20 (Additional Operations)
      the Operator may elect to treat such Developer as a "Non-Consenting" party
      with
      respect to such well for any unpaid amount. In the event that Operator exercises
      its rights under this clause, the defaulting Developer shall be deemed to have
      relinquished to Operator, and Operator shall be deemed to own, such Developer's
      interest in any such well or wells provided; however, that Operator shall assume
      the obli-gations of the defaulting Developer with respect to such well or
      wells.

    


    -

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    11.
      Term
      of Agreement

    


    (a)
      This
      Agreement shall remain in full force and effect for as long as any well covered
      by this Agreement is producing oil or gas hereunder in "paying quantities".
      Each
      party shall be responsible for any existing obligation at the time this
      Agreement terminates. For purposes of this Agreement, the term "paying
      quantities" shall mean a well producing sufficient volumes of oil and/or gas
      to
      yield a reasonable profit over and above the operating costs, maintenance,
      royalties, overriding royalties and marketing the oil and/or gas.

    


    (b)
      The
      Operator shall notify the Developer whenever the 1OO% net working interest
      proceeds equal $500.00 or less for an unrestricted oil and/or gas well
      production period.

    


    (c)
      In
      the event any six (6) continuous production periods are insufficient to pay
      all
      costs and expenses under Section 11(a) hereof, and (i) no restrictions are
      imposed upon the productivity of such well; or (ii) no other operations are
      proposed under this Agreement; then Operator shall schedule the well for
      plugging and abandonment at the sole cost and expense of the Developers.
      Operator shall then proceed to plug and abandon any such well, subject to
      suitable weather and the availability of equipment, upon receipt in advance
      of
      the estimated costs thereof as set forth in Sections 7 and 9 hereof. Operator
      shall bear no responsibility or obligation for any cost related thereto. The
      termination of this Agreement or the abandonment of any well shall not relieve
      the Developers from any liability, which has accrued or attached prior to the
      date of such termination.

    


    (d)
      In
      lieu of plugging and abandoning such well under Section 11(c) hereof Operator
      shall have the right, but not the obligation, to takeover the well or sell
      the
      well and the appropriate equipment and materials at a purchase price determined
      by Operator.

    


    (i)
      In
      the event Operator elects to takeover or sell such well the Operator will return
      the purchase price and any escrow monies accrued for such well to the
      Developers, or apply to any accounts due Operator, less $ 1,000.00 which shall
      remain in Operator’s escrow bonding account for the plugging and abandonment
      liability.

    


    In
      either
      event the Developers shall assign their interest as directed by Operator,
      without warranty, express or implied, as to title, quantity, quality or fitness
      for use of the equipment and material, together with their interests in the
      well, equipment, material and the lease to the land upon which the well is
      located, free and clear of all liens and encumbrances, and each Developer
      appoints the Operator as its attorney-in--fact with full power of substitution
      to execute, deliver and record the appropriate assignment or other instrument
      of
      transfer for and on behalf of the Developer. This power-of-attorney is coupled
      with an interest and shall be irrevocable. Upon such assignment the well shall
      be removed from this Agreement provided, however, such removal shall not relieve
      De-velopers from any liability, which has accrued or attached prior to the
      date
      of such removal. Furthermore, Operator agrees to hold the Developers harmless
      from and against any and all liabilities in connection with plugging and
      abandonment of any such wells.

    


    12.
      Audit

    


    (a)
      Any
      Developer, upon ten (10) days' written request to the Operator, shall have
      the
      right to audit, during normal business hours, the Operator's books and records
      relating to the receipts, disbursements and accounting of any and all wells
      covered by this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (b)
      The
      Operator shall, upon written request, furnish any Developer with copies of
      all
      well logs, production records and any other pertinent data.

    


    13.
      Assignment/Delegation
      By Operator

    


    Operator
      shall have the sole and absolute right to pledge or assign its interest in
      the
      wells, production, equipment or leasehold interests covered hereby and to
      delegate its duties hereunder to another operator, without notice to
      Developers.

    


    14.
      Assignment
      by Developer

    


    (a)
      Any
      Developer shall have the sole and absolute right to
      assign
      any interest it acquires pursuant to this Agreement. Such assignment may be
      made
      with or without notice to Operator; provided, however, until such time as
      Operator has received written notice of such assignment, it may deal solely
      with
      such Developer and need not recognize any party claiming through or under such
      Developer.

    


    (b)
      If
      the interest of any Developer is subsequently divided among and owned by
      co-owners, Operator may, at its discretion, require such co-owners to appoint
      a
      single trustee or agent with full authority to receive notices, reports, and
      distribution of the proceeds of production; to approve expenditures; to receive
      billings for and approve and pay all costs, expenses and liabilities incurred
      hereunder; to exercise any rights granted
      to such co-owners hereunder; to grant any approvals or author-izations required
      or contemplated; and to deal generally with, and with power to bind, such
      co-owners with respect to all activities and operations contemplated by this
      Agreement; provided, however, that each such co-owner shall continue to have
      the
      right to enter into all contracts for sale of their respective share of oil
      and
      gas produced from the wells covered by this Agreement.

    


    15.
      Liability
      of Developers

    


    
      	 	
              (a)

            	
              The
                liability of the Developers shall be several, not joint or collective.
                Each Developer shall be liable only to the extent of his respective
                share
                of the development, operating or other expenses for the wells covered
                by
                this Agreement.

               

            


    

    (b)
      It is
      not the intention of the parties to create, nor shall this Agreement be
      construed as creating, a mining or other partnership or association, or to
      render them liable as partners or joint venturers for any purpose. Operator
      shall be deemed to be an independent contractor,

    


    16.
      Provision
      Concerning Taxation

    


    (a)
      Each
      of the parties elects, under the authority of Section 761(a) of the Internal
      Revenue Code of 1954, as amended (the "Code"), to be excluded from the
      application of all of the provisions of subchapter K of Chapter 1 of Subtitle
      A
      of the Code. If the income tax laws of the state or states in which the property
      covered hereby is located may contain, or may hereafter contain, provisions
      similar to those contained in Subchapter K of the Code, under which a similar
      election is permitted, each of the Developers authorizes and directs the
      Operator to execute such election or elections on its behalf and to file the
      election with the proper government office or agency. Beginning with the first
      taxable year of operations hereunder, each party agrees that the deemed election
      provided by Section 1.761-2(b) (2) (ii) of the Regulations under the Code will
      apply; and no party will file an application under Section 1.761-2(b) (3) (i)
      and (ii) of said Regulations to revoke said election. If requested by the
      Operator to do so, each Developer agrees to execute and join in such an
      election.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (b)
      If
      any tax assessment is considered unreasonable by the Operator, it may at its
      discretion protest such valuation within the time and manner prescribed by
      law,
      and prosecute the protest to a final determination When any such protested
      valuation shall have been finally determined, the Operator shall pay the
      assessment for the Developers, together with any interest and penalty accrued,
      and the total cost, including all costs relating to prosecution of the protest,
      shall then be assessed against the Developers, and be paid by them, as provided
      herein.

    


    17.
      Insurance

    


    (a)
      At
      all times while operations are conducted hereunder, the Operator shall comply
      with the workmen's compensation laws of the state(s) where operations are being
      conducted. Operator shall also carry or provide such insurance for the benefit
      of the Developers as may be outlined in Exhibit "G" attached hereto. Operator
      shall require all contractors engaged in work on or for the wells covered by
      this Agreement to comply with the workmen's compensation laws of the state(s)
      where operations are being conducted and to maintain such other insurance as
      is
      required of the Operator in Exhibit "G".

     

    (b)
      Operator shall carry employer's liability and other in-surance as required
      by
      the laws of the Commonwealth of Pennsylvania.

    


    (c)
      If
      the parties hereto or any of them shall insure their respective risks beyond
      the
      specific limits of insurance required to be carried by the Operator under the
      terms of this Agreement, the benefits of such insurance shall inure to the
      parties procuring and maintaining the same, respectively, and the cost of such
      insurance shall be borne by such parties, respectively, without reimbursement
      from the other and without an accounting therefor.

     

    (d)
      It is
      further understood and agreed that the Operator is not a guarantor of the
      financial responsibility of the insurer with whom such insurance is carried,
      and
      that except for gross negligence or willful misconduct, Operator shall not
      be
      liable to Developers for any loss suffered on account of the insufficiency
      of
      the insurance carried or the insolvency of the insurer with whom it is carried.
      Operator shall not be liable to Developers for any loss by reason of Operator's
      inability to procure or maintain such insurance. Operator agrees that if at
      any
      time during the life of this Agreement it is unable to obtain or maintain such
      insurance it shall immediately notify Developers in writing of such
      fact.

    


    18.
      Claims
      and Lawsuits

    


    (a)
      If
      any party to this Agreement is sued on an alleged cause of action arising out
      of
      the operations hereunder, it shall give prompt written notice of the suit to
      the
      other parties. The Operator shall defend all such actions, and the defense
      of
      lawsuits shall be under the general direction of Operator's
      attorneys.

    


    (b)
      Any
      suit may be settled during litigation by the Operator. All expenses incurred
      in
      the defense of suits, together with the amount paid to discharge any final
      judgment, shall be considered costs of operations and shall be charged to and
      paid by all parties in proportion to their interests provided that any such
      claim or claims do not result from the Operator's gross negligence or willful
      misconduct and/or are not covered by Operator's insurance.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (c)
      Damage claims caused by and arising out of operations conducted for the joint
      account of the Developers shall be handled by the Operator and its attorneys.
      The settlement of claims of this kind shall be within the discretion of the
      Operator and, if settled, the sums paid in settlement shall be charged as
      expense to and be paid by all Developers in proportion to their respective
      interests, except such claims caused by or arising out of the gross negligence
      or willful misconduct of the Operator which are not covered by the Operator's
      insurance.

    


    I9.
      Force
      Majeure

    


    (a)
      If
      Operator is rendered unable, wholly or in part, by force majeure to carry out
      its obligations under this Agreement, then the Operator shall give to all
      Developers prompt written notice of the force majeure with reasonably full
      particulars concerning it; thereupon, the obligations of the Operator, so far
      as
      it is affected by the force majeure, shall be suspended during but no longer
      than, the continuance of the force majeure. Operator shall use all possible
      diligence to remove the force majeure as quickly as possible.

    


    (b)
      The
      requirement that any force majeure shall be remedied with all reasonable
      dispatch shall not require the settlement of strikes, lockouts, or other
      difficulty by the Operator, contrary to its wishes, which shall be entirely
      within the discretion of the Operator.

    


    (c)
      The
      term "force majeure" as used herein shall mean an act of God, strike, lockout,
      or other industrial disturbance, act of the public enemy, war, blockade, riot,
      lightning, fire, storm, flood, explosion, governmental restraint, unavailability
      of equipment, geologic accident, and any other cause whether of the kind
      specifically enumerated above or otherwise, which is not reasonably within
      the
      control of the Operator.

    


    20.
      Additional
      Operations

    


    (a)
      Any
      party may submit a written proposal to (i) drill a new well or wells on any
      Drilling Site, or (ii) to rework, recomplete or complete any sands which were
      not completed at the initial completion, deepen or plug back any existing well
      or wells on a Drilling Site, all subject to the terms and conditions set forth
      below.

    


    
      	
            	(b)	
              Operator
                shall act in a fiduciary capacity to approve or disapprove any proposal
                submitted by a Developer under Subsection (a) above if the Operator
                approves any proposed operation, it shall give each Developer thirty
                (30)
                days prior written notice indicating the proposed operation, the
                work to
                be performed, the location, the proposed depth, objective formation
                and
                the estimated cost of operation. The charge for performing work under
                Subsection (a) above shall be Operator's cost plus ten (10%) percent.
                Before the expiration of the notice period, each Devel-oper shall
                give
                notice to the Operator indicating whether or not such Developer wishes
                to
                participate in any of the operations by the Operator under this
                Subsection. If any Developer elects not to participate or fails to
                notify
                the Operator of its intention to participate within the time prescribed,
                he shall thereafter be deemed to be a "nonconsenting Party" and he
                shall
                not participate in any of the operations covered under this Section
                20.
                Those parties who do elect to participate in the operations covered
                under
                this Section 20 shall be deemed to be "Consenting Parties" and shall
                participate in the benefit of the operations hereunder, and the work
                shall
                be commenced by the Operator and completed with due diligence subject
                to
                the availability of equipment.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
            	(c)	
              The
                entire cost and risk of conducting such operations shall be borne
                by the
                Consenting Parties in the proportions that their respective interest
                bear
                to the total interest of all Consenting Parties. 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 an operation results in
                a dry
                hole, the Consenting Parties shall plug and abandon the well and
                restore
                the surface location at their sole cost, risk and expense. If any
                well
                drilled, reworked, recompleted, completed, deepened or plugged back
                under
                the provisions of this Section results in the production of 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 such well shall
                be
                operated by the Operator at the expense and for the account of the
                Consenting Parties. Upon commencement of operations for the drilling,
                reworking, recompleting, completing, deepening or plugging back of
                any
                such well by Consenting Parties in accordance with the provisions
                of this
                Section, each Nonconsenting 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, its leasehold operating
                rights, and share of production therefrom until the proceeds or market
                value thereof (after deducting production costs, taxes, royalties,
                overriding royalties and other interests payable out of or measured
                by the
                production from such well accruing with respect to such interest
                until its
                reverts) shall equal the total of the
                following:

            


    

    


    (i)
      300%
      of each such Nonconsenting Party's share of the cost of any newly acquired
      surface equipment beyond the wellhead connections (including, without
      limitation, stock tanks, sepa-rators, treaters, pumping equipment and piping),
      plus 300% of each such Nonconsenting Party's share of the cost of operation
      of
      the well commencing with first production and continuing until each such
      Nonconsenting Party's relinquished interest shall revert to it under this
      Section, it being agreed that each Nonconsenting Party's share of such costs
      and
      equipment will be that interest which would have been chargeable to each
      Non-consenting Party had it participated in the well from the beginning of
      the
      operation; and

    


    (ii)
      300%
      of that portion of the costs and expenses of drilling, reworking, recompleting,
      deepening or plugging back, testing and completing, and 300% of 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 Nonconsenting Party
      if it
      had participated therein.

    


    d)
      In the
      case of any reworking, completing, recompleting, plugging back or deeper
      drilling 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, com-pleting, recompleting, plugging back or deeper drilling,
      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.

    


    (e)
      Within sixty (60) days after the completion of any oper-ation under this
      Section, the party conducting the operations for the Consenting Parties shall
      furnish each Nonconsenting Party with an inven-tory of the equipment in and
      connected to the well, and an itemized statement of the cost of drilling,
      deepening, reworking, plugging back, testing, completing, recompleting and
      equipping the well for production or, at its option, the Operator, 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 Operator shall furnish
      the
      Nonconsenting 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.
      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
      Nonconsenting 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 Nonconsenting Party shall revert to it
      as
      above; provided, however, if there is a credit balance it shall be paid to
      such
      Nonconsenting Party.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (f)
      If
      and when the Consenting Parties recover from a Non-consenting Party's
      relinquished interest the amounts provided for above, the relinquished interest
      of such Nonconsenting Party shall automatically revert to it and from and after
      such reversion such Nonconsenting Party shall own the same interest in such
      well, the operating rights and working interest therein, the material and
      equipment in or pertaining thereto, and the production therefrom as such
      Nonconsenting Party would have owned had it participated in the drilling,
      reworking, deepening, recompleting, completing or plugging back of said well.
      Thereafter, such Nonconsenting Party shall be charged with and shall pay its
      proportionate part of the further cost of the operation of said well in
      accordance with the terms of this Agreement.

    


    21.
      Notices

    


    All
      notices authorized or required between the parties, and required by any of
      the
      provisions of this Agreement, shall, unless otherwise specifically provided,
      be
      given in writing by United States Mail or ______________ and
      addressed to the party to whom the notice is given at the addresses listed
      in
      this Agreement. All notices under this Agreement required to be given to the
      Developers by the Operator shall be deemed given when the Operator deposits
      such
      notice with the U.S. Mail or _____________. All notices under this Agreement
      required to be given to the Operator by the Developers shall be deemed given
      when received by the Operator. Each party shall have the right to change its
      address at any time, and from time to time, by giving written notice to the
      others.

    


    22.
      Miscellaneous

    


    (a)
      Each
      Developer certifies that he has the authority to execute this Agreement and
      that
      he will indemnify Operator for any damages, costs and expenses that may be
      caused by any lack of authority and furthermore each Developer agrees to take
      all steps necessary to obtain such authority.

    


    (b)
      This
      Agreement sets forth the entire understanding between the parties with respect
      to the subject matter hereof. There are no restrictions, agreements, promises,
      representations, warranties, cove-nants or undertakings other than those
      expressly set forth herein. This Agreement supercedes all prior negotiations,
      agreements and understandings between the parties, whether written or oral,
      with
      respect to the subject matter hereof.

    


    (c)
      The
      provisions of this Agreement may be waived, altered, amended, or supplemented,
      in whole or in part, only by an amendment signed by the parties
      hereto.

    


    (d)
      No
      failure or delay on the part of any party in exercising any power, right or
      privilege hereunder shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any such power, right or privilege preclude any other or
      further exercise thereof or of any other right, power or privilege. All rights
      and remedies existing under this Agreement are cumulative to, and not exclusive
      of, any rights or remedies otherwise available.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (e)
      The
      parties shall from time to time do and perform such other and further acts
      and
      execute and deliver any and all such other and further instruments as may be
      required by law or reasonably requested by either party to establish, maintain
      and protect the respective rights and remedies of
      the
      other
      and to carry out and effect the intents and purposes of this
      Agreement.

    


    (f)
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Pennsylvania without giving effect to the rules governing
      conflict of laws.

    


    (g)
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      Instrument and the provisions of this Agreement shall be binding on the
      signatory parties hereto, whether executed by all or a part of the
      Developers.

    


    (h)
      All
      article, section or paragraph headings contained in this Agreement and the
      order
      of articles, sections and paragraphs are for convenience only and shall in
      no
      way limit or otherwise affect the interpretation of any of the terms or
      provisions hereof.

    


    (i)
      All
      pronouns, singulars, plurals and any variations thereof shall be deemed to
      refer
      to the masculine, feminine, neuter, singular or plural as the identity of the
      person or persons may require.

    


    (j)
      This
      Agreement shall be binding upon and shall inure to the benefit of the
      undersigned parties and their respective heirs, personal representatives,
      successors and assigns.

    


    23.
      Other
      Provisions

    


    Bankruptcy:
      If Operator becomes insolvent, bankrupt or is placed in receivership, it shall
      be deemed to have resigned without any action by Developers, 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 Developers 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
      Developers, 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 "D". In the event there are only two (2) parties to this
      agree-ment, during the period of time the operating committee controls
      operations, a third party acceptable to Operator, Developer 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 based on Exhibit “D “.

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused
      this Agreement to be executed by their duly authorized officers on the date
      first written above.

    


    


    


    
      	 	 	 	 
	
              ATTEST:

            	
               

            	
              (Operator)

            	
               

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               

            	 	 
	 	 	 	 
	
              Secretary

            	 	Its:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	DEVELOPER:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               

            	 	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      “A"

    


    Developers

     

    
      	
              Developers

            	
              Address

            	
              Amount
                Contributed

            


    

    


     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      “B”

    


    Drilling
      Areas

    


    (Maps
      to be Provided)

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    Exhibit
      “C”

    


    Cost
      per well

    


    The
      turnkey price per well shall be $___________.
      In
      exchange for the turnkey price, Mid-East Oil Company will provide one oil and/or
      gas well complete to the pipeline in accordance with the terms of this Drilling
      and Operating Agreement. In general, the turnkey cost shall include: the price
      for each well shall include all tangible and intangible costs which may be
      incurred in drilling and completing such well, including without limi-tation,
      the costs of site preparation and restoration, permits and bonds, roadways,
      surface damages, power at the site, water, Operator's overhead and profit,
      rights-of-way, drilling rigs, collection tanks and other equipment necessary
      or
      appropriate to dispose of brine, equipment and material, costs of title
      examination, access rights, logging, cementing, perforating, fracturing, casing,
      meter (other than utility purchase meters), separator and geological and
      engineering services but shall not cover the costs and expenses of those items
      explained in Section 3 of this Drilling and Operating Agreement.

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Exhibit
      “D”

    


    Individual
      Interests and Well Assignments

    


    Each
      individual Developer will be assigned the Working and Net Revenue Interests
      attributable by nature of the amount contributed and stated on Exhibit “A”. Each
      well will be noted along with the corresponding lease.

    


    The
      Assignment Document will specify the assignment of wells and a 500 foot radius
      for wells drilled less than 4,000 feet and a 1,000 foot radius for wells drilled
      in excess of 4,000 feet. The well radius will not extend beyond the boundary
      of
      the lease, or the assigned area of any previously drilled well by Operator
      or
      assigns.

    


    Only
      shallow oil and gas production and drilling rights are to be assigned under
      this
      Agreement. As used herein, the word “shallow” with reference to oil and gas or
      oil and gas sands or horizons as may be encountered from the surface down to
      and
      including a depth of 4,800 feet below the surface or 100 feet below the lowest
      Elk horizon , whichever is deeper.

    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    


    Exhibit
      “E”

    


    All
      Leases will be attached along with a summary

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    Exhibit
      “F”

    


    Costs
      to
      be refunded should a well be deemed to be a “Plug and Abandon” well before being
      completed.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    Exhibit
      “G”

    


    Insurance
      Requirements of Operator