RESTRICTED
                ACCOUNT AND SECURITIES

              ACCOUNT
                CONTROL AGREEMENT

               

              (Access
                Restricted after Instructions)

            


    

     

    This
      Restricted
      Account and Securities Account Control Agreement
      (this
“Agreement”), dated as of the date specified on the initial signature page of
      this Agreement, is entered into by and among Rancher
      Energy Corporation
      (“Company”), GasRock
      Capital, LLC
      (“Secured Party”) and Wells
      Fargo Bank, National Association
      (“Bank”), and sets forth the rights of Secured Party and the obligations of Bank
      with respect to the deposit accounts of Company at Bank identified at the end
      of
      this Agreement as the Restricted Accounts (each hereinafter referred to
      individually as a “Restricted Account” and collectively as the “Restricted
      Accounts”) and each securities account of Company at Bank linked to any
      Restricted Account by a sweep mechanism, provided that such securities account
      either (i) bears an account number identical to the linked Restricted Account
      or
      (ii) is separately identified by number at the end of this Agreement as a
      Securities Account (each hereinafter referred to individually as a “Securities
      Account” and collectively as “Securities Accounts”). As used in this Agreement,
      the term “Restricted Account” also refers to each Eurodollar Sweep Account or
      Preferred Option Sweep Account (each hereinafter an “Offshore Account”)
      maintained by Company and linked to another Restricted Account by a sweep
      mechanism.  Company and Secured Party understand and acknowledge that each
      Restricted Account which is an Offshore Account is a subaccount, in the name
      of
      Company, of an offshore U.S. Dollar-denominated deposit account of Bank
      maintained with Bank’s Grand Cayman branch, and that any transfer of funds into
      or out of the Offshore Account, pursuant to Section 4 of this Agreement or
      otherwise, must pass through the domestic Restricted Account to which the
      Offshore Account is specifically linked. Each account numerically designated
      as
      a Restricted Account includes, for purposes of this Agreement, and without
      the
      necessity of separately listing subaccount numbers, all subaccounts presently
      existing or hereafter established for deposit reporting purposes and integrated
      with the numerically designated Restricted Account by a protocol under which
      deposits made through the subaccounts are posted only to the numerically
      designated Restricted Account. 

    


    
      	
              1.

            	
              Secured
                Party’s Interest in Restricted Accounts and Securities
                Accounts.
                Secured Party represents that it is either (i) a lender who has extended
                credit to Company and has been granted a security interest in the
                Restricted Accounts or (ii) such a lender and/or the agent for a
                group of
                such lenders (the “Lenders”). Company hereby confirms, and Bank hereby
                acknowledges, the security interest granted by Company to Secured
                Party in
                all of Company’s right, title and interest in and to (i) the Restricted
                Accounts and all funds now or hereafter on deposit in or payable
                or
                withdrawable from the Restricted Accounts (the “Restricted Account
                Funds”), and (ii) the Securities Accounts and all financial assets,
                security entitlements, investment property, and other property and
                the
                proceeds thereof now or at any time hereafter held in the Securities
                Accounts (the “Securities Account Assets”). (As used herein, the terms
                "investment property," "financial asset" and "security entitlement"
                shall
                have the respective meanings set forth in the Uniform Commercial
                Code of
                the state whose law governs this Agreement. The parties hereby expressly
                agree that all property, including without limitation, cash, certificates
                of deposit and mutual funds, at any time held in any of the Securities
                Accounts is to be treated as a "financial asset".) Except as specifically
                provided otherwise in this Agreement, Company has given Secured Party
                complete control over the Restricted Accounts, the Restricted Account
                Funds, the Securities Accounts, and the Securities Account Assets,
                and
                Company, Secured Party, and Bank hereby agree that Bank will comply
                with
                instructions originated by Secured Party directing disposition of
                funds in
                the Restricted Accounts and Securities Accounts without further consent
                of
                Company. Company and Secured Party desire to enter into this Agreement
                to
                further the arrangements between Secured Party and Company regarding
                the
                Restricted Accounts and the Securities
                Accounts.

            


    

    


    
      
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              2.

            	
              Access
                to Restricted Accounts and Securities Accounts. Secured
                Party hereby agrees and directs Bank as of the date hereof that until
                Bank
                receives, and has had a reasonable opportunity to act upon, written
                instructions from Secured Party directing that Company no longer
                have
                access to any Restricted Account Funds or Securities Account Assets
                (the
                “Instructions”), Company will be allowed access to the Restricted Account
                Funds, and access to the Securities Account Assets through redemption
                of
                Securities Account Assets and transfer of the proceeds of such redemption
                in each case to the applicable Restricted Account. After Bank receives
                the
                Instructions, (a) Company will no longer be allowed access to the
                Restricted Account Funds or Securities Account Assets, and (b) Secured
                Party will have the exclusive right to direct the disposition of
                all
                Restricted Account Funds and Securities Account Assets; and Bank
                agrees to
                transfer the Restricted Account Funds and Securities Account Assets
                to
                Secured Party in accordance with the provisions of Section 4 below,
                subject to the conditions set forth in this Agreement. Company agrees
                that
                the Restricted Account Funds and Securities Account Assets should
                be paid
                and/or delivered to Secured Party after Bank receives the Instructions,
                and hereby irrevocably authorizes Bank to comply with the Instructions
                even if Company objects in any way to the
                Instructions.

            


    

    


    
      	
              3.

            	
              Balance
                Reports.
                Bank agrees, at the telephone request of Secured Party on any day
                on which
                Bank is open to conduct its regular banking business other than a
                Saturday, Sunday or public holiday (a “Business Day”), to make available
                to Secured Party a report (“Balance Report”) showing the available balance
                in the Restricted Accounts and Securities Accounts as of the beginning
                of
                such Business Day, either on-line or by facsimile transmission, at
                Bank’s
                option. Company expressly consents to this transmission of
                information.

            


    

    


    
      	
              4.

            	
              Transfers
                to Secured Party.
                Bank agrees that on each Business Day after it receives the Instructions
                it will transfer to the Secured Party’s account specified at the end of
                this Agreement with the bank specified at the end of this Agreement
                or (if
                no account is so specified) to such account as Secured Party specifies
                in
                the Instructions (in either case, the “Secured Party Account”) the full
                amount of the available balance in the Restricted Accounts at the
                beginning of such Business Day, including all Restricted Account
                Funds and
                Securities Account Assets in all Offshore Accounts or Securities
                Accounts
                linked to the Restricted Accounts. Bank will use the Fedwire system
                to
                make each funds transfer unless for any reason the Fedwire system
                is
                unavailable, in which case Bank will determine the funds transfer
                system
                to be used in making each funds transfer and the means by which each
                transfer will be made. Bank, Secured Party and Company each agree
                that
                Bank will, without further consent of Company, comply with (i)
                instructions given to Bank by Secured Party directing disposition
                of funds
                in the Restricted Accounts, and (ii) entitlement orders originated
                by
                Secured Party directing dispostion of Securities Account Assets in
                the
                Securities Accounts, subject otherwise to the terms of this Agreement
                and
                Bank’s standard policies, procedures and documentation in effect from
                time
                to time governing the type of disposition requested. Except as otherwise
                required by law, Bank will not agree with any third party to comply
                with
                instructions or entitlement orders originated by such third party
                for
                disposition of funds in any of the Restricted Accounts or Securities
                Account Assets in any of the Securities
                Accounts.

            


    

    


    
      	
              5.

            	
              Returned
                Items. Secured
                Party and Company understand and agree that the face amount (“Returned
                Item Amount”) of each Returned Item will be paid by Bank debiting the
                Restricted Account into which such Returned Item was originally deposited,
                without prior notice to Secured Party or Company. As used in this
                Agreement, the term “Returned Item” means (i) any item deposited to a
                Restricted Account and returned unpaid, whether for insufficient
                funds or
                for any other reason, and
                without regard to the timeliness of such return or the occurrence
                or
                timeliness of any drawee’s notice of non-payment;
                (ii) any item subject to a claim against Bank of breach of transfer
                or
                presentment warranty under the Uniform Commercial Code (as adopted
                in the
                applicable state) or Regulation CC (12 C.F.R. §229), as in effect from
                time to time; (iii) any automated clearing house (“ACH”) entry credited to
                a Restricted Account and returned unpaid or subject to an adjustment
                entry
                under applicable clearing house rules, whether for insufficient funds
                or
                for any other reason, and
                without regard to the timeliness of such return or adjustment;
                (iv) any credit to a Restricted Account from a merchant card transaction,
                against which a contractual demand for chargeback has been made;
                and (v)
                any credit to a Restricted Account made in error. Company agrees
                to pay
                all Returned Item Amounts immediately on demand, without setoff or
                counterclaim, to the extent there are not sufficient funds in the
                applicable Restricted Account to cover the Returned Item Amounts
                on the
                day they are to be debited from the Restricted Account. Secured Party
                agrees to pay all Returned Item Amounts within thirty (30) calendar
                days
                after demand, without setoff or counterclaim, to the extent that
                (i) the
                Returned Item Amounts are not paid in full by Company within fifteen
                (15)
                calendar days after demand on Company by Bank, and (ii) Secured Party
                has
                received proceeds from the corresponding Returned
                Items.

            


    

    


    
      
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              6.

            	
              Settlement
                Items.
                Secured Party and Company understand and agree that the face amount
                (“Settlement Item Amount”) of each Settlement Item will be paid by Bank
                debiting the applicable Restricted Account, without prior notice
                to
                Secured Party or Company. As used in this Agreement, the term “Settlement
                Item” means (i) each check or other payment order drawn on or payable
                against any controlled disbursement account or other deposit account
                at
                any time linked to a Restricted Account by a zero balance account
                connection (each a “Linked Account”), which Bank cashes or exchanges for a
                cashier’s check or official check over its counters in the ordinary course
                of business prior to receiving the Instructions and having had a
                reasonable opportunity to act on them, and which is presented for
                settlement against the Restricted Account (after having been presented
                against the Linked Account) after Bank receives the Instructions,
                (ii)
                each check or other payment order drawn on or payable against a Restricted
                Account, which, on the Business Day Bank receives the Instructions,
                Bank
                cashes or exchanges for a cashier’s check or official check over its
                counters in the ordinary course of business after Bank’s cutoff time for
                posting, (iii) each ACH credit entry initiated by Bank, as originating
                depository financial institution, on behalf of Company, as originator,
                prior to Bank having received the Instructions and having had a reasonable
                opportunity to act on them, which ACH credit entry settles after
                Bank
                receives the Instructions, and (iv) any other payment order drawn
                on or
                payable against a Restricted Account, which Bank has paid or funded
                prior
                to receiving the Instructions and having had a reasonable opportunity
                to
                act on them, and which is first presented for settlement against
                the
                Restricted Account in the ordinary course of business after Bank
                receives
                the Instructions and has transferred Account Funds to Secured Party
                under
                Section 4 of this Agreement. Company agrees to pay all Settlement
                Item
                Amounts immediately on demand, without setoff or counterclaim, to
                the
                extent there are not sufficient funds in the applicable Restricted
                Account
                to cover the Settlement Item Amounts on the day they are to be debited
                from the Restricted Account. Secured Party agrees to pay all Settlement
                Item Amounts within thirty (30) calendar days after demand, without
                setoff
                or counterclaim, to the extent that (i) the Settlement Item Amounts
                are
                not paid in full by Company within fifteen (15) calendar days after
                demand
                on Company by Bank, and (ii) Secured Party has received Account Funds
                under Section 4 of this Agreement.

            


    

    


    
      	
              7.

            	
              Bank
                Fees.
                Company agrees to pay all Bank’s fees and charges for the maintenance and
                administration of the Restricted Accounts and Securities Accounts
                and for
                the treasury management and other account services provided with
                respect
                to the Restricted Accounts and Securities Accounts (collectively
“Bank
                Fees”), including, but not limited to, the fees for (a) the Balance
                Reports provided on the Restricted Accounts and Securities Accounts,
                (b)
                the funds transfer services received with respect to the Restricted
                Accounts, (c) Returned Items, (d) funds advanced to cover overdrafts
                in
                the Restricted Accounts (but without Bank being in any way obligated
                to
                make any such advances), and (e) duplicate bank statements on the
                Restricted Accounts. The Bank Fees will be paid by Bank debiting
                one or
                more of the Restricted Accounts on the Business Day that the Bank
                Fees are
                due, without notice to Secured Party or Company. If there are not
                sufficient funds in the Restricted Accounts to cover fully the Bank
                Fees
                on the Business Day they are debited from the Restricted Accounts,
                such
                shortfall or the amount of such Bank Fees will be paid by Company
                sending
                Bank a check in the amount of such shortfall or such Bank Fees, without
                setoff or counterclaim, within fifteen (15) calendar days after demand
                of
                Bank. After Bank receives the Instructions, to the extent Secured
                Party
                has received proceeds from the Restricted Accounts, Secured Party
                agrees
                to pay the Bank Fees within thirty (30) calendar days after demand,
                without setoff or counterclaim, to the extent such Bank Fees are
                not paid
                in full by Company by check within fifteen (15) calendar days after
                demand
                on Company by Bank.

            


    

    


    
      
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              8.

            	
              Account
                Documentation.
                Secured Party and Company agree that, except as specifically provided
                in
                this Agreement, the Restricted Accounts and Securities Accounts will
                be
                subject to, and Bank’s operation of the Restricted Accounts and Securities
                Accounts will be in accordance with, the terms and provisions of
                (i)
                Bank’s Commercial Account Agreement or other deposit account agreement
                governing the Restricted Accounts and (ii) Bank’s Acceptance of Services,
                Master Agreement for Treasury Management Services, and applicable
                sweep
                option Service Description or securities account agreement governing
                the
                Offshore Accounts and Securities Accounts (collectively, the “Account
                Documentation”).

            


    

    


    
      	
              9.

            	
              Bank
                Statements.
                After Bank receives the Instructions, Bank will, upon receiving a
                written
                request from Secured Party, send to Secured Party by United States
                mail,
                at the address indicated for Secured Party after its signature to
                this
                Agreement, duplicate copies of all bank statements on the Restricted
                Accounts and Securities Accounts which are sent to Company. Company
                and/or
                Secured Party will have thirty (30) calendar days after receipt of
                a bank
                statement to notify Bank of an error in such statement. Bank’s liability
                for such errors is limited as provided in the “Limitation of Liability”
                section of this Agreement. 

            


    

    


    
      	
              10.

            	
              Partial
                Subordination of Bank’s Rights.
                Bank hereby subordinates to the security interest of Secured Party
                in the
                Restricted Accounts and Securities Accounts (i) any security interest
                which Bank may have or acquire in the Restricted Accounts or Securities
                Accounts, and (ii) any right which Bank may have or acquire to set
                off or
                otherwise apply any Restricted Account Funds or Securities Account
                Assets
                against the payment of any indebtedness from time to time owing to
                Bank
                from Company, except for debits to the Restricted Accounts permitted
                under
                this Agreement for the payment of Returned Item Amounts, Settlement
                Item
                Amounts or Bank Fees.

            


    

    


    
      	
              11.

            	
              Bankruptcy
                Notice; Effect of Filing.
                If
                Bank at any time receives notice of the commencement of a bankruptcy
                case
                or other insolvency or liquidation proceeding by or against Company
                (a
                “Bankruptcy Notice”), Bank will continue to comply with its obligations
                under this Agreement, except to the extent that any action required
                of
                Bank under this Agreement is prohibited under applicable bankruptcy
                laws
                or regulations or is stayed pursuant to the automatic stay imposed
                under
                the United States Bankruptcy Code or by order of any court or agency.
                With
                respect to any obligation of Secured Party hereunder which requires
                prior
                demand upon Company, the commencement of a bankruptcy case or other
                insolvency or liquidation proceeding by or against Company shall
                automatically eliminate the necessity of such demand upon Company
                by Bank,
                and shall immediately entitle Bank to make demand on Secured Party
                with
                the same effect as if demand had been made upon Company and the time
                for
                Company’s performance had expired.

            


    

    


    
      	
              12.

            	
              Legal
                Process, Legal Notices and Court Orders.
                Bank will comply with any legal process, legal notice or court order
                it
                receives if Bank determines in its sole discretion that the legal
                process,
                legal notice or court order is legally binding on
                it.

            


    

    


    
      
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              13.

            	
              Indemnification
                for Following Instructions.
                Secured Party and Company each agree that, notwithstanding any other
                provision of this Agreement, Bank will not be liable to Secured Party
                or
                Company for any losses, liabilities, damages, claims (including,
                but not
                limited to, third party claims), demands, obligations, actions, suits,
                judgments, penalties, costs or expenses, including, but not limited
                to,
                attorneys’ fees, (collectively, “Losses and Liabilities”) suffered or
                incurred by Secured Party or Company as a result of or in connection
                with,
                (a) Bank complying with any binding legal process, legal notice or
                court
                order referred to in Section 12 of this Agreement, (b) Bank following
                any
                instruction or request of Secured Party, or (c) Bank complying with
                its
                obligations under this Agreement. Company will indemnify Bank against
                any
                Losses and Liabilities Bank may suffer or incur as a result of or
                in
                connection with any of the circumstances referred to in clauses (a)
                through (c) of this Section 13. To the extent not paid by Company
                within
                fifteen (15) calendar days after demand, and to the extent Secured
                Party
                has received proceeds from the Restricted Accounts, Secured Party
                will
                indemnify Bank against any Losses and Liabilities Bank may suffer
                or incur
                as a result of or in connection with any of the circumstances referred
                to
                in clause (b) of this Section 13.

            


    

    


    
      	
              14.

            	
              No
                Representations or Warranties of Bank.
                Bank agrees to perform its obligations under this Agreement in a
                manner
                consistent with the quality provided when Bank performs similar services
                for its own account. However, Bank will not be responsible for the
                errors,
                acts or omissions of others, such as communications carriers,
                correspondents or clearinghouses through which Bank may perform its
                obligations under this Agreement or receive or transmit information
                in
                performing its obligations under this Agreement. Secured Party and
                Company
                also understand that Bank will not be responsible for any loss, liability
                or delay caused by wars, failures in communications networks, labor
                disputes, legal constraints, fires, power surges or failures, earthquakes,
                civil disturbances or other events beyond Bank’s control. BANK
                MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT
                TO
                THE SERVICE OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS
                AGREEMENT.

            


    

    


    
      	
              15.

            	
              Limitation
                of Liability.
                Bank will not be responsible for any Losses and Liabilities due to
                any
                cause other than its own negligence or breach of this Agreement,
                in which
                case its liability to Secured Party and Company shall, unless otherwise
                provided by any law which cannot be varied by contract, be limited
                to
                direct money damages in an amount not to exceed ten (10) times all
                the
                Bank Fees charged or incurred during the calendar month immediately
                preceding the calendar month in which such Losses and Liabilities
                occurred
                (or, if no Bank Fees were charged or incurred in the preceding month,
                the
                Bank Fees charged or incurred in the month in which the Losses and
                Liabilities occurred). Company will indemnify Bank against all Losses
                and
                Liabilities suffered or incurred by Bank as a result of third party
                claims; provided, however, that to the extent such Losses and Liabilities
                are directly caused by Bank’s negligence or breach of this Agreement such
                indemnity will only apply to those Losses and Liabilities which exceed
                the
                liability limitation specified in the preceding sentence. The limitation
                of Bank’s liability and the indemnification by Company set out above will
                not be applicable to the extent any Losses and Liabilities of any
                party to
                this Agreement are directly caused by Bank’s gross negligence or willful
                misconduct. IN
                NO EVENT WILL BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
                INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT
                OR
                TORT, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND
                REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, INCLUDING, BUT NOT
                LIMITED
                TO, ANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, WILLFUL MISCONDUCT,
                FAILURE TO EXERCISE REASONABLE CARE OR FAILURE TO ACT IN GOOD
                FAITH.
                Any action against Bank by Company or Secured Party under or related
                to
                this Agreement must be brought within twelve (12) months after the
                cause
                of action accrues. 

            


    

    


    
      
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              16.

            	
              Termination.
                This Agreement and the Service may be terminated by Secured Party
                or Bank
                at any time by either of them giving thirty (30) calendar days prior
                written notice of such termination to the other parties to this Agreement
                at their contact addresses specified after their signatures to this
                Agreement; provided, however, that this Agreement and the Service
                may be
                terminated immediately upon written notice (i) from Bank to Company
                and
                Secured Party should Company or Secured Party fail to make any payment
                when due to Bank from Company or Secured Party under the terms of
                this
                Agreement, or (ii) from Secured Party to Bank upon termination or
                release
                of Secured Party’s security interest in the Restricted Accounts and
                Securities Accounts. Company’s and Secured Party’s obligation to report
                errors in funds transfers and bank statements and to pay Returned
                Items
                Amounts, Settlement Item Amounts, and Bank Fees, as well as the
                indemnifications made, and the limitations on the liability of Bank
                accepted, by Company and Secured Party under this Agreement will
                continue
                after the termination of this Agreement and/or the closure of the
                Restricted Accounts and/or Securities Accounts with respect to all
                the
                circumstances to which they are applicable existing or occurring
                before
                such termination or closure, and any liability of any party to this
                Agreement, as determined under the provisions of this Agreement,
                with
                respect to acts or omissions of such party prior to such termination
                or
                closure will also survive such termination or closure. Upon any
                termination of this Agreement and the Service or closure of the Restricted
                Accounts all available balances in the Restricted Accounts (including
                proceeds from redemption of all Securities Account Assets) on the
                date of
                such termination or closure will be transferred to Secured Party
                as
                requested by Secured Party in writing to
                Bank.

            


    

    


    
      	
              17.

            	
              Modifications,
                Amendments, and Waivers.
                This Agreement may not be modified or amended, or any provision thereof
                waived, except in a writing signed by all the parties to this
                Agreement.

            


    

    


    
      	
              18.

            	
              Notices.
                All notices from one party to another shall be in writing, or be
                made by a
                tele-communications device capable of creating a written record,
                shall be
                delivered to Company, Secured Party and/or Bank at their contact
                addresses
                specified after their signatures to this Agreement, or any other
                address
                of any party notified to the other parties in writing, and shall
                be
                effective upon receipt. Any notice sent by a party to this Agreement
                to
                another party shall also be sent to all other parties to this Agreement.
                Bank is authorized by Company and Secured Party to act on any instructions
                or notices received by Bank if (a) such instructions or notices purport
                to
                be made in the name of Secured Party, (b) Bank reasonably believes
                that
                they are so made, and (c) they do not conflict with the terms of
                this
                Agreement as such terms may be amended from time to time, unless
                such
                conflicting instructions or notices are supported by a court
                order.

            


    

    


    
      	
              19.

            	
              Successors
                and Assigns.
                Neither Company nor Secured Party may assign or transfer its rights
                or
                obligations under this Agreement to any person or entity without
                the prior
                written consent of Bank, which consent will not be unreasonably withheld
                or delayed. Bank may not assign or transfer its rights or obligations
                under this Agreement to any person or entity without the prior written
                consent of Secured Party, which consent will not be unreasonably
                withheld
                or delayed; provided, however, that no such consent will be required
                if
                such assignment or transfer takes place as part of a merger, acquisition
                or corporate reorganization affecting
                Bank.

            


    

    


    
      	
              20.

            	
              Governing
                Law. Company
                and Secured Party understand that Bank’s provision of the Service under
                this Agreement is subject to federal laws and regulations. To the
                extent
                that such federal laws and regulations are not applicable this Agreement
                shall be governed by and be construed in accordance with the laws
                of the
                state
                of Texas, without regard to conflict of laws
                principles.

            


    

    


    
      	
              21.

            	
              Severability.
                To
                the extent that this Agreement or the Service to be provided under
                this
                Agreement are inconsistent with, or prohibited or unenforceable under,
                any
                applicable law or regulation, they will be deemed ineffective only
                to the
                extent of such prohibition or unenforceability and be deemed modified
                and
                applied in a manner consistent with such law or regulation. Any provision
                of this Agreement which is deemed unenforceable or invalid in any
                jurisdiction shall not affect the enforceability or validity of the
                remaining provisions of this Agreement or the same provision in any
                other
                jurisdiction.

            


    

    


    
      
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              22.

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts each
                of which
                shall be an original with the same effect as if the signatures thereto
                and
                hereto were upon the same
                instrument.

            


    

    


    
      	
              23.

            	
              Entire
                Agreement.
                This Agreement, together with the Account Documentation, contains
                the
                entire and only agreement among all the parties to this Agreement
                and
                between Bank and Company, and Bank and Secured Party, with respect
                to (a)
                the Service, (b) the interest of Secured Party and the Lenders in
                the
                Restricted Accounts and Restricted Account Funds, (c) the interest
                of
                Secured Party and the Lenders in the Securities Accounts and Securities
                Account Assets, and (c) Bank’s obligations to Secured Party and the
                Lenders in connection with the Restricted Accounts and Securities
                Accounts. 

            


    

    


    


    


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    This
      Agreement has been signed by the duly authorized officers or representatives
      of
      Company, Secured Party and Bank on the date specified below.

    


    
      	
              Date:
                October 16, 2007

            
	 
	
              Restricted
                Account Number(s):

            	
              4121341861

            
	
              Securities
                Account Number(s):

            	
              4121341861

            
	
              Secured
                Party Account Number:

            	
              371880

            
	
              Bank
                of Secured Party Account:

            	
              Amegy
                Bank of Texas, ABA
                #113012258

            


    

    


    


    
      	
              RANCHER
                ENERGY CORPORATION

            	 	
              GASROCK
                CAPITAL, LLC

            
	
              By:
                /s/ John Works

            	 	
              By:
                /s/ Marshall Lynn Bass

            
	
              Name:
                John
                Works

            	 	
              Name:
                Marshall
                Lynn Bass

            
	
              Title:
                President
                & Chief Executive Officer

            	 	
              Title:
                Principal

            


    

    


    
      	
              Address
                for Notices:

            	 	
              Address
                for Notices:

            
	
              999
                18th
                Street, Suite 3400

            	 	
              1301
                McKinney, Suite 2800

            
	
              Denver,
                Colorado 80202

            	 	
              Houston,
                Texas 77010

            
	
              Attention:
                John Works, President/CEO 

            	 	
              Attention:
                Marshall Lynn Bass, Principal

            


    

    


    


    
      	
              WELLS
                FARGO BANK, NATIONAL

              ASSOCIATION

            	 	 
	
              By:
                /s/ Tim Green

            	 	 
	
              Name:
                Tim
                Green

            	 	 
	
              Title:
                Relationship
                Manager

            	 	 


    

    


    
      	
              Address
                for Notices:

            	 	 
	
              1700
                Lincoln Street, 6th
                Floor

            	 	 
	
              Denver,
                Colorado 80203

            	 	 
	
              Attention:
                Tim Green, Relationship Manager

            	 	 


    

     

    
      
         

      

      
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