Securities Purchase Agreement between Galaxy Energy Corporation and Investors (August 19, 2004)

Summary

Galaxy Energy Corporation entered into an agreement with a group of investors to sell $15 million in senior secured convertible notes and related warrants, with an option for investors to purchase an additional $5 million in notes under certain conditions. The notes can be converted into common stock, and the investors receive warrants to buy more shares. The agreement includes provisions for security interests in company assets, registration rights, and guarantees from subsidiaries. The transaction is structured to comply with SEC regulations and includes several related agreements to protect the investors’ interests.

EX-10.1 2 d17888exv10w1.txt SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 19, 2004, by and among Galaxy Energy Corporation, a Colorado corporation, with headquarters located at 1331-17th Street, Suite 730, Denver, Colorado 80202 (the "COMPANY"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("REGULATION D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ACT"); B. The Company has authorized senior secured convertible notes of the Company (the "CONVERTIBLE NOTES"), which shall be convertible into shares of the Company's common stock, par value $0.001 per share (the "COMMON STOCK") (the shares of Common Stock issuable upon conversion of the Convertible Notes being referred to herein as the "CONVERSION SHARES"), in accordance with the terms of the Convertible Notes; C. The Buyers initially wish to purchase, upon the terms and conditions stated in this Agreement (I) Convertible Notes, substantially in the form attached as Exhibit A, in an original aggregate principal amount of $15,000,000 and in the respective principal amounts set forth opposite each Buyer's name on the Schedule of Buyers (such notes, together with any promissory notes or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, restated, modified or supplemented and in effect from time to time, the "INITIAL NOTES"), and (II) warrants, substantially in the form attached as Exhibit C, to acquire that number of shares of Common Stock equal to the quotient of (i) 40% of the sum of (x) the original principal amount of the Initial Notes purchased by such Buyer at the Initial Closing and (y) the original principal amount of the Conditional Notes to be purchased by such Buyer at the Conditional Closing (each as set forth opposite such Buyer's name on the Schedule of Buyers), subject to the conditions contained herein, divided by (ii) the Warrant Exercise Price (as defined in the Initial Warrants (as defined below)) as of the Initial Closing (the "INITIAL WARRANTS," and together with any warrants or other securities issued in exchange or substitution therefor or replacement thereof (including any warrants issued pursuant to Section 3 of the Initial Warrants or any similar provisions of any warrants issued in exchange or substitution therefor or replacement thereof), and as any of the same may be amended, restated, modified or supplemented and in effect from time to time, the "WARRANTS"; the shares of Common Stock issuable upon exercise of the Warrants being referred to as the "WARRANT SHARES"); D. Subject to the terms and conditions set forth in this Agreement, the Buyers will be required to buy, and the Company will be required to sell additional Convertible Notes, substantially in the form attached as Exhibit B, in an original aggregate principal amount of $5,000,000 and in the respective principal amounts set forth opposite each such Buyer's name on the Schedule of Buyers (the "CONDITIONAL NOTES" and, collectively with the Initial Notes, the "NOTES"); E. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached as Exhibit D (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws; F. Contemporaneously with the Initial Closing (as defined below), the parties hereto and the Company's Domestic Subsidiaries (as defined in the Notes) will execute and deliver a Security Agreement, substantially in the form attached as Exhibit E (the "SECURITY AGREEMENT"), pursuant to which the Company and its Domestic Subsidiaries will agree to provide the Buyers with security interests in all of the assets of the Company and its Domestic Subsidiaries; G. Contemporaneously with the Initial Closing, the parties hereto and each of the Company's Domestic Subsidiaries will execute and deliver one or more Account Control Agreements, substantially in the forms attached as Exhibit F (the "ACCOUNT CONTROL AGREEMENTS"), pursuant to which the Company and each of its Domestic Subsidiaries will agree to enable the Buyers to perfect their security interest in all of the Company's and its Domestic Subsidiaries right, title and interest in certain accounts and in all collateral from time to time credited to such accounts; H. Contemporaneously with the Initial Closing, the Debtors (as defined in the Security Agreement), other than the Company, will execute and deliver a Guaranty, substantially in the form attached as Exhibit G (the "GUARANTY"), pursuant to which the Debtors, other than the Company, will agree to guaranty certain obligations of the Company; and I. Contemporaneously with the Initial Closing, the parties hereto will execute and deliver a Pledge Agreement, substantially in the form attached as Exhibit H (the "PLEDGE AGREEMENT"), pursuant to which the Company will agree to pledge all of the capital stock in its subsidiaries to the Buyers as collateral for the Notes. J. Contemporaneously with the Initial Closing, the Buyers and the Debtors will execute and deliver one or more Mortgages, Deeds of Trust, Assignments of Production, Security Agreements, Fixture Filings and Financing Statements, substantially in the form attached as Exhibit I (the "MORTGAGES"), pursuant to which the Company and the other Debtors will agree to grant to the Buyers an interest in certain real and personal property, rights, titles, interests and estates described therein. NOW THEREFORE, the Company and the Buyers hereby agree as follows: 2 1. PURCHASE AND SALE OF NOTES AND WARRANTS. a. Purchase of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a) below, the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company Initial Notes in the principal amount set forth opposite such Buyer's name on the Schedule of Buyers, along with the related Initial Warrants with respect to the number of Initial Warrant Shares equal to the quotient of (i) 40% of the sum of (x) the original principal amount of the Initial Notes purchased by such Buyer at the Initial Closing and (y) the principal amount of the Conditional Notes to be purchased by such Buyer at the Conditional Closing (each as set forth opposite such Buyer's name on the Schedule of Buyers) divided by (ii) the Warrant Exercise Price (as defined in the Initial Warrants) as of the Initial Closing (the "INITIAL CLOSING"). The purchase price (the "INITIAL PURCHASE PRICE") of the Initial Notes and the related Initial Warrants at the Initial Closing shall be equal to $1.00 for each $1.00 of principal amount of the Initial Notes purchased (representing an aggregate Initial Purchase Price of $15,000,000 for the aggregate principal amount of $15,000,000 of Initial Notes, along with the Initial Warrants, to be purchased at the Initial Closing). Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(c), 6(b) and 7(b) below, each Buyer severally agrees to buy and the Company shall issue and sell to such Buyer, Conditional Notes in the respective principal amounts set forth opposite such Buyer's name on the Schedule of Buyers (the "CONDITIONAL CLOSING," and together with the Initial Closing, the "CLOSINGS"). The purchase price (the "CONDITIONAL PURCHASE PRICE" and together with the Initial Purchase Price, the "PURCHASE PRICE") of the Conditional Notes at the Conditional Closing shall be equal to $1.00 for each $1.00 of principal amount of the Conditional Notes purchased (representing an aggregate Conditional Purchase Price of $5,000,000 for the aggregate principal amount of $5,000,000 of Conditional Notes to be purchased at the Conditional Closing). "BUSINESS DAY" means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. b. The Initial Closing Date. The date and time of the Initial Closing (the "INITIAL CLOSING DATE") shall be 10:00 a.m., Central Standard Time, on August 19, 2004, subject to the satisfaction (or waiver) of all of the conditions to the Initial Closing set forth in Sections 6(a) and 7(a) (or such later date as is mutually agreed to by the Company and the Buyers). The Initial Closing shall occur on the Initial Closing Date at the offices of Katten Muchin Zavis Rosenman, 525 West Monroe Street, Suite 1600, Chicago, Illinois 60661-3693 or at such other time, date and place as the Company and the Buyers may collectively designate in writing. c. The Conditional Closing Date. The date and time of the Conditional Closing (the "CONDITIONAL CLOSING DATE" and, together with the Initial Closing Date, the "CLOSING DATE") shall be 10:00 a.m., Central Standard Time, on the third (3rd) Business Day following receipt by each Buyer of the Conditional Note Notice (as defined below), subject to the satisfaction (or waiver) of the conditions to the Conditional Closing set forth in Sections 6(b) and 7(b) and the conditions set forth in this Section 1(c) or the waiver thereof in writing by such Buyer (or such later date as is mutually agreed to by the Company and Buyers). The Company 3 shall deliver written notice (the "CONDITIONAL NOTE NOTICE") to each Buyer on a date (the "CONDITIONAL NOTE NOTICE DATE") as soon as practicable, but in no event later than the first (1st) Business Day following the date that the Company shall have received the approval of the Company's shareholders, pursuant to Section 4(k), to issue Conversion Shares and Warrant Shares upon the conversion of the Notes and the Warrants in excess of the Exchange Cap (as defined in Notes). The Conditional Note Notice shall set forth (i) each Buyer's principal amount of Conditional Notes to be acquired, as set forth opposite such Buyer's name on the Schedule of Buyers, (ii) each Buyer's aggregate Purchase Price for the Conditional Notes and (iii) the date of the Conditional Closing which date shall be the third (3rd) Business Day after the Conditional Note Notice Date. Notwithstanding the foregoing, the Company shall not be entitled to deliver a Conditional Note Notice unless each of the following conditions is satisfied (or waived in writing by the applicable Buyer) as of and through the Conditional Note Notice Date, and no Buyer shall be required to purchase the Conditional Notes unless each of the following conditions and the conditions set forth in Section 7(b) is satisfied (or waived in writing by the applicable Buyer) as of and through the Conditional Closing Date (the "CONDITIONAL NOTICE CONDITIONS"): (i) during the period beginning on the date of this Agreement and ending on and including the Conditional Closing Date, there shall not have occurred either (x) the public announcement of a pending, proposed or intended Change of Control (as defined in the Notes) which has not been abandoned, terminated or consummated and publicly announced as such or (y) a Triggering Event or an Event of Default (each as defined in the Notes) or an event that with the passage of time or the giving of notice would constitute a Triggering Event or an Event of Default; (ii) at all times during the period beginning on the date of this Agreement and ending on the Conditional Closing Date, the Common Stock is quoted on The NASDAQ Stock Market's OTC Bulletin Board or listed on a national securities exchange or quoted on the NASDAQ National Market or NASDAQ SmallCap Market, and if the Common Stock is listed on a national securities exchange or quoted on the NASDAQ National Market or NASDAQ SmallCap Market, the Common Stock has not been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market have been threatened either (A) in writing by such exchange or market (B) by falling below the minimum listing maintenance requirements of such exchange or market; (iii) during the period beginning on the Initial Closing Date and ending on and including the Conditional Closing Date, the Company shall have delivered Conversion Shares and Warrant Shares upon conversion or exercise, as the case may be, of the Notes and the Warrants on a timely basis as set forth in Section 2(d)(ii) of the Notes or Section 2(a) of the Warrants and otherwise shall have been in compliance with, and shall not have breached any provision of, the Transaction Documents (as defined below); and (iv) the Company shall not have previously delivered a Conditional Note Notice. The Conditional Closing shall occur on the Conditional Closing Date at the offices of Katten Muchin Zavis Rosenman, 525 West Monroe Street, Suite 1600, Chicago, Illinois 60661-3693. d. Form of Payment. On each of the Closing Dates, (i) each Buyer shall pay the Purchase Price to the Company for the Notes and the Warrants, if any, to be issued and sold to such Buyer at such Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, less any amount withheld pursuant to Section 4(h), and (ii) the Company shall deliver to each Buyer, Notes (in the principal amounts as such Buyer shall request) (the "NOTE CERTIFICATES") representing such principal amount of the Notes that 4 such Buyer is purchasing hereunder at such Closing, along with, at the Initial Closing, warrants representing the Initial Warrants, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. 2. BUYER'S REPRESENTATIONS AND WARRANTIES. Each Buyer represents and warrants with respect to only itself that: a. Investment Purpose. Such Buyer (i) is acquiring the Notes and the Initial Warrants set forth opposite such Buyer's name on the Schedule of Buyers, (ii) upon conversion of such Notes, will acquire the Conversion Shares then issuable, (iii) will acquire any other Warrants issued to such Buyer pursuant to Section 3 of any Warrant and (iv) upon exercise of such Initial Warrants or any such other Warrants will acquire the Warrant Shares issuable upon exercise thereof (the Notes, the Conversion Shares, the Warrants and the Warrant Shares collectively are referred to herein as the "SECURITIES"), for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. b. Accredited Investor Status. Such Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. c. Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities. d. Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained in Sections 3 and 9(l) below. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. e. No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the 5 investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. f. Transfer or Resale. Such Buyer understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended (or a successor rule thereto) ("RULE 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities. g. Legends. Such Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, until such time as the sale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Conversion Shares and the Warrant Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT 6 OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the 1933 Act, (iii) such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144(k), or (iv) such holder provides the Company reasonable assurances that the Securities have been or are being sold pursuant to Rule 144. h. Authorization; Enforcement; Validity. Such Buyer is a validly existing corporation, partnership, limited liability company or other entity and has the requisite corporate, partnership, limited liability or other organizational power and authority to purchase the Securities pursuant to this Agreement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and are valid and binding agreements of such Buyer enforceable against such Buyer in accordance with their respective terms. The Security Agreement, the Account Control Agreements and each of the other agreements entered into and other documents executed by such Buyer in connection with the transactions contemplated hereby and thereby as of the Initial Closing will have been duly and validly authorized, executed and delivered on behalf of such Buyer and as of the Initial Closing will be valid and binding agreements of such Buyer enforceable against such Buyer in accordance with their respective terms. i. Residency. Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each of the Buyers that: a. Organization and Qualification. Set forth in Schedule 3(a) is a true and correct list of the entities in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest, as well as a list designating each of the Company's Subsidiaries (as defined below). Each of the Company and its "SUBSIDIARIES" (which for purposes of this Agreement means any entity in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest as of the date hereof or at any time hereafter) is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this 7 Agreement, "MATERIAL ADVERSE EFFECT" means any material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined below). The Company has no Subsidiaries except as designated in Schedule 3(a). Except as set forth in Schedule 3(a), the Company holds all right, title and interest in and to 100% of the capital stock, equity or similar interest of each of its Subsidiaries, in each case, free and clear of any Liens (as defined below), including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person. "LIEN" means, with respect to any asset, any mortgage, lien, pledge, hypothecation, violation, charge, lease, license, adverse claim, restrictive covenant, condition, restriction, exception, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest or third party right in respect of such asset. b. Authorization; Enforcement; Validity. Each of the Company and its applicable Subsidiaries has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Notes, the Warrants, the Security Agreement, the Account Control Agreements, the Guaranty, the Mortgages, the Pledge Agreement and each of the other agreements to which it is a party or by which it is bound and which is entered into by the parties hereto in connection with the transactions contemplated hereby and thereby (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and, if applicable, its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, except as expressly required by Section 4(k). This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company and, if applicable, its Subsidiaries and constitute the valid and binding obligations of such parties enforceable against such parties in accordance with their terms. As of each of the Closings, the Transaction Documents dated after the date hereof and on or prior to the date of such Closing shall have been duly executed and delivered by such parties and shall constitute the valid and binding obligations of the Company and, if applicable, its Subsidiaries enforceable against such parties in accordance with their terms. c. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of the date hereof 58,817,509 shares are issued and outstanding, 3,500,000 shares are reserved for issuance pursuant to the Company's stock option, restricted stock and stock purchase plans and 7,195,584 shares are issuable and reserved for issuance pursuant to securities (other than the Notes and the 8 Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 25,000,000 shares of preferred stock, $0.001 par value, of which as of the date hereof, none of which is issued or outstanding. All of such outstanding or issuable shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), (A) no shares of the capital stock of the Company or any of its Subsidiaries are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company or any of its Subsidiaries; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Securities; and (F) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. The Company has furnished to each Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's Bylaws, as amended and as in effect on the date hereof (the "BYLAWS"), and the terms of all securities convertible into, or exercisable or exchangeable for, Common Stock, and the material rights of the holders thereof in respect thereto. d. Issuance of Securities. The Notes are duly authorized and, upon issuance in accordance with the terms hereof, shall be (i) free from all taxes and Liens with respect to the issuance thereof and (ii) entitled to the rights set forth in the Notes. At least 30,000,000 shares of Common Stock (subject to adjustment pursuant to the Company's covenant set forth in Section 4(f) below) have been duly authorized and reserved for issuance upon conversion of the Notes and upon exercise of the Warrants. Upon conversion or exercise in accordance with the Notes or the Warrants, as the case may be, the Conversion Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes and Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities is exempt from registration under the 1933 Act and applicable state securities laws. e. No Conflicts. The execution and delivery of the Transaction Documents by the Company and, if applicable, its Subsidiaries, the performance by such parties of their obligations thereunder and the consummation by such parties of the transactions contemplated 9 thereby (including the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Articles of Incorporation or the Bylaws or the organizational documents of any Subsidiary; (ii) conflict with, or constitute a breach or default (or an event which, with the giving of notice or lapse of time or both, constitutes or would constitute a breach or default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or other remedy with respect to, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party; (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is in violation of any term of its articles of incorporation (or other organizational charter) or bylaws (or operating agreement), as applicable. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement, including the filings and listings described in Section 4(b) and Section 4(g), and as required under the 1933 Act, none of the Company and its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations that the Company or any of its Subsidiaries is required to obtain as described in the preceding sentence have been obtained or effected on or prior to the date hereof. Neither the Company nor any of its Subsidiaries is in violation of any applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder (collectively, "SARBANES-OXLEY"). The Company and its Subsidiaries are unaware of any facts or circumstances that might give rise to any of the foregoing. f. SEC Documents; Financial Statements. Since November 30, 2002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being hereinafter referred to as the "SEC DOCUMENTS"). A complete and accurate list of the SEC Documents is set forth on Schedule 3(f), and the Company has made available to the Buyers or their respective representatives true and complete copies of the SEC Documents. Except as set forth in Schedule 3(f), each of the SEC Documents was filed with the SEC within the time frames prescribed by the SEC for the filing of such SEC Documents such that each filing was timely filed with the SEC. None of the late filings set forth in Schedule 3(f) will adversely affect the Company's ability to use SEC Form S-3 for registration of securities after the date hereof. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with 10 the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the consolidated financial statements of the Company and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such consolidated financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Company or any of its Subsidiaries, or any of their respective officers, directors or affiliates (as defined below) or, to the Company's knowledge, any shareholder of the Company has made any other filing with the SEC, issued any press release or made any other public statement or communication on behalf of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its subsidiaries that contains any untrue statement of a material fact or omits any statement of material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading or has provided any other information to the Buyers, including information referred to in Section 2(d), that contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. None of the Company, any of its Subsidiaries and any of their respective officers, directors, employees or agents has provided the Buyers with any material, nonpublic information. The Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to its reports filed or made with the SEC under the 1934 Act. The firm of Wheeler Wasoff, P.C., which has expressed its opinion with respect to the consolidated financial statements included in the Company's annual report on Form 10-KSB for the fiscal year ended November 30, 2003 (the "AUDIT OPINION"), is independent of the Company pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC, and such firm was otherwise qualified to render the Audit Opinion under applicable law and the rules and regulation of the SEC. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in its reports pursuant to the 1934 Act that has not been so disclosed in the SEC Documents. None of the Company or any of its Subsidiaries, or any of their respective officers, directors or affiliates or, to the Company's knowledge, any shareholder of the Company is in any way affiliated with or has ever contributed or paid money to North American Consultants or has, directly or indirectly, provided any information to, participated in the preparation of any article contained in, or otherwise contributed or paid any money to, the Small Cap Stock Advisor. 11 g. Absence of Certain Changes. Since November 30, 2003, there has been no Material Adverse Effect. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby, will not be Insolvent (as defined below). For purposes of this Section 3(g), "INSOLVENT" means (i) the present fair saleable value of the Company's assets is less than the amount required to pay the Company's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur, prior to August 31, 2006, or believes that it will incur, prior to August 31, 2006, debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. Except as disclosed in Schedule 3(g), since November 30, 2003, the Company has not declared or paid any dividends or sold any assets outside of the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $100,000. h. Absence of Litigation. Except as set forth on Schedule 3(h), (i) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Subsidiaries or any of the Company's or the Subsidiaries' officers or directors in their capacities as such, and (ii) to the knowledge of the Company, none of the directors or officers of the Company has been involved in securities related litigation during the past five years. None of the matters described in Schedule 3(h), regardless of their outcome, will have a Material Adverse Effect. i. Acknowledgment Regarding Buyer's Purchase of Notes and Warrants. The Company acknowledges and agrees that each of the Buyers is acting solely in the capacity of an arm's length purchaser with respect to the Company in connection with the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by any of the Buyers or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer's purchase of the Securities. The Company further represents to each Buyer that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. j. No Undisclosed Events, Liabilities, Developments or Circumstances. Except for the issuance of the Notes and Warrants contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with 12 respect to the Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and that has not been publicly disclosed. k. No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities. l. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable shareholder approval provisions, nor will the Company or any of its Subsidiaries take any action or steps that would require registration of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated with other offerings. m. Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Notes in accordance with this Agreement and the Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company. n. Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor union dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company, neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer's employment with the Company. No executive officer, to the best knowledge of the Company and its Subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and 13 wages and hours, except where the failure to be in compliance would not result, either individually or in the aggregate, in a Material Adverse Effect. o. Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights necessary to conduct their respective businesses as now conducted. None of the Company's trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights have expired or terminated, or are expected to expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, trade secrets or other intellectual property rights of others, or of any development of similar or identical trade secrets or technical information by others. There is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its Subsidiaries regarding its trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, trade secrets, or infringement of other intellectual property rights. The Company and its Subsidiaries do not have any knowledge of any facts or circumstances that might give rise to any of the foregoing. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties. p. Environmental Laws. Except as set forth in Schedule 3(h), the Company and its Subsidiaries (i) are in compliance with any and all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval. The term "ENVIRONMENTAL LAWS" means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. q. Title. Except as set forth in Schedule 3(cc), neither the Company nor any of its Subsidiaries has any interest in real property or any oil, gas or other mineral drilling, exploration or development rights. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and 14 its Subsidiaries, in each case free and clear of all Liens except such as are described in Schedule 3(q). r. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. s. Regulatory Permits. The Company and its Subsidiaries possess all certificates, authorizations, approvals, licenses and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses ("PERMITS"), and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permit. Without limiting the foregoing, except as set forth on Schedule 3(s), the Company and its Subsidiaries possess all Permits necessary to produce, extract, transport and sell the oil, gas and other minerals under the Real Property Leases (as defined below) for the Leiter Field, Pipeline Ridge, and West Recluse and Glasgow projects (each as described more fully in the SEC Documents) as contemplated by Schedule 4(d). The Company and its Subsidiaries will be able to obtain the Permits set forth on Schedule 3(s) as and when necessary to enable the Company to produce, extract, transport and sell the oil, gas and other minerals under the Real Property Leases for the Leiter Field, Pipeline Ridge, and West Recluse and Glasgow projects as contemplated by Schedule 4(d). t. Internal Accounting Controls; Disclosure Controls and Procedures. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liability is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has timely filed and made available to the Buyers all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the 1934 Act or (y) 18 U.S.C. Section 1350 (Section 906 of Sarbanes-Oxley) with respect to any Company SEC Documents. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the 1934 Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's SEC filings and other public disclosure documents. 15 u. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement that in the judgment of the Company's officers has or is expected to have a Material Adverse Effect. v. Tax Status. The Company and each of its Subsidiaries (i) has made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes), except as set forth on Schedule 3(v) (the exceptions set forth on such Schedule 3(v) being referred to as the "TAX EXCEPTIONS"), (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and for which the Company has made appropriate reserves on its books, and (iii) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations (referred to in clause (i) above) apply. None of the Tax Exceptions will have a Material Adverse Effect. Except as set forth in Schedule 3(v), there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. w. Transactions With Affiliates. Except as set forth in Schedule 3(w), and other than the grant of stock options disclosed in Schedule 3(c), no Related Party (as defined below) of the Company or any of its Subsidiaries, or any of their respective affiliates, is presently, or has been within the past two years, a party to any transaction, contract, agreement, instrument, commitments, understandings or other arrangement or relationship with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), whether for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments or consideration to or from any such Related Party. Except as set forth in Schedule 3(w), no Related Party of the Company or any of its Subsidiaries, or any of their respective affiliates, has any direct or indirect ownership interest in any person in which the Company or any of its Subsidiaries has any direct or indirect ownership interest or with which the Company or any of its Subsidiaries competes or has a business relationship. x. Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination or other similar anti-takeover provision under the Articles of Incorporation or the laws of Colorado that is or could become applicable to the Buyers as a result of the transactions contemplated by this Agreement, including the Company's issuance of the Securities and the Buyers' ownership of the Securities. 16 y. Rights Agreement. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. z. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. aa. No Other Agreements. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. bb. Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance in connection with the Closings, rank senior to all other Indebtedness (as defined in the Notes) and trade account payables of the Company or any of its Subsidiaries. Except as set forth on Schedule 3(bb), (I) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or trade payables and (II) there are no Liens on any of the assets of the Company and its Subsidiaries, or financing statements securing obligations of any amounts, either individually or in the aggregate, filed in connection with, the Company or any of its Subsidiaries or any of their respective assets. As of each of the Closing Dates, the aggregate amount of the Indebtedness and trade account payables of the Company or any of its Subsidiaries shall not exceed the aggregate amount of the Indebtedness and trade account payables set forth on Schedule 3(bb) by more than $100,000. cc. Real Property Leases. Schedule 3(cc) contains a complete and correct list of all the real property; facilities; and oil, gas and other mineral drilling, exploration and development rights, concessions, working interests and participation interests (including all Hydrocarbon Property (as defined in the Mortgage)) that (i) are leased or otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of its Subsidiaries has agreed (or has an option) to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, the "LEASED REAL PROPERTY"). Schedule 3(cc) also contains a complete and correct list, along with a summary of material terms, of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Leased Real Property (the "REAL PROPERTY LEASES"). Except as set forth in Schedule 3(cc), the Company is the sole legal and equitable owner of a leasehold interest in the Leased Real Property, and possesses good and marketable, indefeasible title thereto, free and clear of all Liens and other matters affecting title 17 to such leasehold that could impair the ability of the Company to realize the benefits of the rights provided to it under the Real Property Leases. All of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto and neither the Company nor any other party thereto is in default under any of such Real Property Leases and, no event has occurred which with the giving of notice or the passage of time or both could constitute a default under any of such Real Property Leases. Except as set forth in Schedule 3(cc), no Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby. All of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby (including the granting of leasehold mortgages). The Leased Real Property are properly zoned for their present use, are permitted, conforming structures and comply with all applicable building codes, ordinances and other Legal Requirements. There are no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Leased Real Property, or any portion or portions thereof. To the knowledge of the Company, there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Leased Real Property that would interfere with the conduct of the Company's business. There are no restrictions applicable to the Leased Real Property that would interfere with the Company's or any of its Subsidiary's making an assignment or granting of a leasehold mortgage to the Buyers as contemplated by the Security Documents, including any requirement under any Real Property Leases requiring the consent of, or notice to, any lessor of any such Leased Real Property. 4. COVENANTS. a. Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement. b. Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Dates. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or "Blue Sky" laws of the states of the United States following each of the Closing Dates. c. Reporting Status. Until the later of (i) the date that is one year after the date as of which the Investors (as that term is defined in the Registration Rights Agreement) may sell all of the Conversion Shares and the Warrant Shares without restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto) and (ii) the date on which no Notes or Warrants remain outstanding (the "REPORTING PERIOD"), the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not 18 terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would otherwise permit such termination. d. Use of Proceeds. The Company will use the proceeds from the sale of the Notes and Warrants to produce, extract, transport and sell the gas under the Real Property Leases for the Leiter Field, Pipeline Ridge, and West Recluse and Glasgow projects, as more specifically described and in the amounts indicated in Schedule 4(d). The Company shall not use the proceeds from the sale of the Notes and Warrants in violation of any applicable law. e. Financial Information. The Company agrees to send the following to each Investor (as that term is defined in the Registration Rights Agreement) during the Reporting Period: (i) within one (1) day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-KSB or Form 10-K, its Quarterly Reports on Form 10-QSB or 10-Q, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, unless the foregoing are filed with the SEC through EDGAR and are immediately available to the public through EDGAR; (ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries, except to the extent such release is available through Bloomberg Financial Markets (or any successor thereto) contemporaneously with such issuance; and (iii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders. f. Reservation of Shares. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 200% of the number of shares of Common Stock needed to provide for the issuance of the Conversion Shares upon conversion of all outstanding Notes (without regard to any limitations on conversions) and 150% of the number of shares of Common Stock needed to provide for the issuance of the Warrant Shares upon exercise of all outstanding Warrants (without regard to any limitations on exercises). g. Listing. The Company shall take all actions necessary to remain eligible for quotation of its securities on The NASDAQ Stock Market's OTC Bulletin Board and to cause all of the Registrable Securities (as defined in the Registration Rights Agreement) covered by a Registration Statement to be quoted thereon, unless listed on The New York Stock Exchange ("NYSE"), The American Stock Exchange ("AMEX"), the NASDAQ National Market ("NASDAQ") or the NASDAQ Small CapMarket ("NASDAQ SMALLCAP") (each, a "NATIONAL MARKET"). The Company shall use its reasonable best efforts to (i) secure the listing of all of the Registrable Securities on a National Market as promptly as practicable; and (ii) following such listing maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. Following such listing, neither the Company nor any of its Subsidiaries shall take any action that would be reasonably expected to result in the delisting or suspension of the Common Stock from the National Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(g). 19 h. Expenses. Subject to Section 9(k) below, at the Initial Closing, the Company shall pay each of the Buyers an expense and commitment allowance in an amount set forth opposite such Buyer's name on the Schedule of Buyers to cover due diligence, negotiating and preparing the Transaction Documents and consummating the transactions contemplated thereby, in addition to the $25,000 paid by the Company prior to the date of this Agreement. The amount payable to each of the Buyers pursuant to this Section 4(h), shall be withheld by such Buyer from its Purchase Price to be paid at the Initial Closing. i. Disclosure of Transactions and Other Material Information. Contemporaneous with or prior to the earlier of (i) the Company's first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York Time) on the second (2nd) Business Day following the Initial Closing Date, the Company shall file a Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto), the Form of Note, the Registration Rights Agreement, the Form of Warrant, the Form of Security Agreement, the Form of Guaranty and the Form of Mortgage, in the form required by the 1934 Act (the "ANNOUNCING FORM 8-K"). The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Initial Closing. No later than 8:00 a.m. (New York Time) on the first (1st) Business Day following the Conditional Closing Date, the Company shall file a Form 8-K with the SEC describing the terms of the transactions consummated on such Closing Date. From and after the filing of the Announcing Form 8-K with the SEC, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Buyer with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K with the SEC without the express prior written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof). 20 j. Transactions With Affiliates. So long as any Note or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement any transaction, contract, agreement, instrument, commitment, understanding or other arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two years, shareholders, or affiliates of the Company or any of its Subsidiaries, or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a beneficial interest (each a "RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, or (b) any transaction, contract, agreement, instrument, commitment, understanding or other arrangement on an arms-length basis on terms no less favorable than terms that would have been obtainable from a person other than such Related Party, and that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary shall not be a disinterested director with respect to any such transaction, contract, agreement, instrument, commitment, understanding or other arrangement. "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has an equity interest in that person or entity, (ii) has a common ownership with that person or entity, (iii) controls that person or entity, (iv) is controlled by that person or entity or (v) shares common control with that person or entity. "CONTROL" or "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. k. Shareholder Approval. The Company shall provide each shareholder entitled to vote at the next meeting of shareholders of the Company, which shall be held not later than October 29, 2004 (the "SHAREHOLDER MEETING DEADLINE"), a proxy statement, which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such shareholder's affirmative vote at such shareholder meeting for approval of the Company's issuance of all of the Conversion Shares and Warrant Shares as described in this Agreement, the Notes and the Warrants in accordance with the rules and regulations applicable to companies with securities listed on the American Stock Exchange (or if the Common Stock is listed on another National Market, the rules of such National Market) (such affirmative approval being referred to herein as the "SHAREHOLDER APPROVAL") and the Company shall use its best efforts to solicit its shareholders' approval of such issuance of the Securities and to cause the Board of Directors of the Company to recommend to the shareholders that they approve such proposal. The proxy statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall file a preliminary version of such proxy statement with the SEC as soon as possible but in no event later than August 30, 2004 (the "PROXY STATEMENT FILING DUE DATE"). If the Company fails to file the proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its shareholders by the Shareholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Notes an amount in cash equal to the product of (i) the aggregate principal amount of all Notes held by such holder, multiplied by (ii) .02 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and 21 prior to the date that the proxy statement referred to above is filed with the SEC and (B) the number of days after the Shareholder Meeting Deadline and prior to the date that a meeting of the Company's shareholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company's shareholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each 30-day period beginning on the Proxy Statement Filing Due Date or the Shareholder Meeting Deadline, as the case may be. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until paid in full. l. Corporate Existence; Real Property Leases. From the date of this Agreement and for so long as any of the Notes or Warrants is outstanding, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets (including, for the avoidance of any doubt, the assets of any Subsidiary), except in the event of a merger or consolidation or sale or transfer of all or substantially all of the Company's assets (including, for the avoidance of any doubt, the assets of any Subsidiary), where the surviving or successor entity in such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose common stock is quoted on or listed for trading on NASDAQ, NASDAQ SmallCap, AMEX or NYSE. From the date of this Agreement and for so long as any Notes or Warrants are outstanding, the Company shall, and shall cause each of its Subsidiaries to, refrain from violating, breaching or defaulting under in any material respect, or taking or failing to take any action that (with or without notice or lapse of time or both) would constitute a material violation or breach of, or default under, any term or provision of any Real Property Lease to which the Company or any of its Subsidiaries is a party. m. Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by an Investor (as defined in the Registration Rights Agreement) in connection with a bona fide margin agreement or other loan secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting any such pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including Section 2(f) of this Agreement; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(f) in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor. n. Priority of Notes. From the date of this Agreement and for so long as any of the Notes is outstanding, the Company shall not, and shall not permit any of its Subsidiaries to, (a) issue or incur any Indebtedness, except for Indebtedness the holders of which agree in writing to be subordinate to the Notes on terms and conditions acceptable to the Buyers, including with regard to interest payments or repayment of principal, (b) issue, assume or incur 22 any Indebtedness which would mature or require or permit repayment prior to the Maturity Date (as defined in the Notes); (c) issue, assume or incur any Indebtedness which is secured by any of the Collateral (as defined in the Security Agreement); (d) issue any capital stock of the Company or any Subsidiary redeemable prior to the Maturity Date; or (e) directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by the Company or any of its Subsidiaries. The provisions of this Section 4(n) are in furtherance of Section 12 of the Notes, and in no way limit the other restrictions on or obligations of the Company pursuant to Section 12 of the Notes or otherwise. o. Restriction on Loans and Investments. From the date of this Agreement and for so long as any of the Notes is outstanding, the Company shall not, and shall not permit any of its Subsidiaries to, (i) except for Permitted Investments (as defined herein) in which the Buyers have a valid, perfected first priority security interest, make any loans to, or investments in, any other person or entity, including through lending money, deferring the purchase price of property or services (other than trade payables on terms of ninety (90) days or less), purchasing any note, bond, debenture or similar instrument, entering into any letter of credit, guaranteeing (or taking any action that has the effect of guaranteeing) any obligations of any other person or entity, or acquiring any equity securities of, or other ownership interest in, any other entity, or (ii) invest in, participate in, lease, purchase, obtain or otherwise acquire any real property; facilities; or oil, gas or other mineral drilling, exploration or development rights, concessions, working interests or participation interests in which the Buyers are not provided with a valid, perfected first priority security interest. "PERMITTED INVESTMENTS" means any investment in (A) direct obligations of the United States, or obligations guaranteed by the United States, in each case which mature and become payable within 90 days of the investment by the Company or any Subsidiary, (B) commercial paper rated at least A-1 by Standard & Poor's Ratings Service and P-1 by Moody's Investors Services, Inc., (C) time deposits with, including certificates of deposit issued by, any office located in the United States of any bank or trust company which is organized under the laws of the United States or any State thereof and has capital, surplus and undivided profits aggregating at least $500,000,000 and which issues (or the parent of which issues) certificates of deposit or commercial paper with a rating described in clause (B) above, in each case which mature and become payable within 90 days of the investment by the Company or any Subsidiary, (D) repurchase agreements with respect to securities described in clause (A) above entered into with an office of a bank or trust company meeting the criteria specified in clause (C) above, provided in each case that such investment matures and becomes payable within 90 days of the investment by the Company or any Subsidiary, or (E) any money market or mutual fund which invests only in the foregoing types of investments and the liquidity of which is satisfactory to the Secured Party (as defined in the Security Agreement). p. Restriction on Purchases or Payments. From the date of this Agreement and for so long as any of the Notes is outstanding, the Company shall not, and shall not permit any of its Subsidiaries to: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or (ii) purchase, redeem or otherwise acquire, directly or indirectly, any shares of the Company's capital stock or the 23 capital stock of any of its Subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof and set forth on Schedule 3(c). q. Restriction on Issuance of Securities. The Company shall not, prior to the earlier of (i) 30 days following the Conditional Closing Date and (ii) January 13, 2005, (x) issue any Convertible Security (as defined in the Notes) or Option (as defined in the Notes) which is convertible or exercisable into, or exchangeable for, shares of Common Stock, or (y) issue any shares of Common Stock, other than shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date hereof and set forth in Schedule 3(c), provided that the terms of such option, obligation or security are not amended or otherwise modified on or after the date hereof. r. Operation of the Business in Ordinary Course. From the date of this Agreement and continuing until the earlier of (i) the Conditional Closing or (ii) the termination of the parties obligations with respect to the Conditional Closing, the Company and its Subsidiaries shall carry on their respective business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. From the date of this Agreement and for so long as any of the Notes is outstanding, the Company shall maintain directors' and officers' liability insurance providing for aggregate coverage of at least $5,000,000. s. Transfer Agent. On or prior to the date that is forty-five (45) days from the date of this Agreement, (i) the Company shall have engaged a new transfer agent that participates in the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program (the "PROGRAM") to act as the Company's sole transfer agent for the Common Stock, (ii) all the obligations, rights and duties of the Company's prior transfer agent, Nevada Agency and Trust Company, shall have been transferred to such transfer agent, and (iii) the Company shall have provided such transfer agent with all documents and information, and made all other arrangements, necessary to enable the Conversion Shares and Warrant Shares to be issued pursuant to the Program. 5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions to its transfer agent in the form attached hereto as Exhibit J (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"), and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act, all such certificates shall bear the restrictive legend specified in Section 2(g). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 and stop transfer instructions to give effect to Section 2(f) (in the case of the Conversion Shares and the Warrant Shares, prior to registration of the Conversion Shares and the Warrant Shares under the 1933 24 Act) will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. If a Buyer provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the 1933 Act or the Buyer provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer and without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. 6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. a. Initial Closing Date. The obligation of the Company to issue and sell the Initial Notes and the Initial Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Purchase Price (less the amount withheld pursuant to Section 4(h)) for the Initial Notes and the Initial Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and such Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Initial Closing Date. b. Conditional Closing Date. The obligation of the Company to issue and sell the Conditional Notes to each Buyer at the Conditional Closing is subject to the satisfaction, 25 at or before the Conditional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered to the Company the Purchase Price for the Conditional Notes being purchased by such Buyer at the Conditional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Conditional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and such Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Conditional Closing Date. 7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE. a. Initial Closing Date. The obligation of each Buyer hereunder to purchase the Initial Notes and the Initial Warrants from the Company at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) Each of the Company and its Subsidiaries shall have executed each of the Transaction Documents applicable to it and delivered the same to such Buyer. (ii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer, including an update as of the Initial Closing Date of the representations contained in Sections 3(c) and 3(bb) above. (iii) Such Buyer shall have received (A) the opinion of Dill Dill Carr Stonbraker & Hutchings, P.C., dated as of the Initial Closing Date, which opinion will address, among other things, laws of the State of Colorado and New York applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit K attached hereto, and (B) the opinion of Welborn Sullivan Meck & Tooley, P.C., dated as of the Initial Closing Date, which opinion will address, among other things, certain laws of the States of Colorado, Wyoming and Montana applicable to the 26 security interests provided pursuant to the Security Agreement, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit L attached hereto. (iv) The Company shall have executed and delivered to such Buyer the Note Certificates and the Initial Warrants (in such denominations as such Buyer shall request) for the Initial Notes and the Initial Warrants being purchased by such Buyer at the Initial Closing. (v) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer (the "RESOLUTIONS"). (vi) As of the Initial Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Initial Notes and the exercise of the Initial Warrants, at least 30,000,000 shares of Common Stock (such number to be adjusted for any stock splits, stock dividends, stock combinations or other similar transactions involving the Common Stock that are effective at any time after the date hereof). (vii) The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent, and the Company shall have delivered a copy thereof to such Buyer. (viii) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such entity's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within ten (10) days of the Initial Closing Date. (ix) The Company shall have delivered to such Buyer a secretary's certificate, dated as of the Initial Closing Date, certifying as to (A) the Resolutions, (B) the Articles of Incorporation, certified as of a date within ten (10) days of the Initial Closing Date, by the Secretary of State of the State of Colorado and (C) the Bylaws, each as in effect at the Initial Closing. (x) The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xi) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Initial Closing Date. (xii) The Company and its Subsidiaries shall have delivered and pledged to such Buyer any and all Instruments, Negotiable Documents, Chattel Paper (each of the foregoing terms, as defined in the Security Agreement) and certificated securities (accompanied by stock powers executed in blank) duly endorsed and/or accompanied by such 27 instruments of assignment and transfer executed by the Company and its Subsidiaries in such form and substance as such Buyer may request. (xiii) The Company and its Subsidiaries shall have given, executed, delivered, filed and/or recorded any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of such Buyer) to create, preserve, perfect or validate the security interest granted to such Buyer pursuant to the Security Agreement and to enable such Buyer to exercise and enforce its rights with respect to such security interest. (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. b. Conditional Closing Date. The obligation of each Buyer hereunder to purchase the Conditional Notes from the Company at the Conditional Closing is subject to the satisfaction, at or before the Conditional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Initial Closing shall have occurred. (ii) The Company shall have complied with the requirements of Section 1(c) and all of the Conditional Notice Conditions set forth in Section 1(c) shall have been satisfied as of the Conditional Closing Date. (iii) The representations and warranties of the Company (including any exceptions thereto contained in the schedules hereto) shall be true and correct as of the date when made and as of the Conditional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Conditional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Conditional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer, including an update as of the Conditional Closing Date of the representations contained in Sections 3(c) and 3(bb) above. (iv) Such Buyer shall have received (A) the opinion of Dill Dill Carr Stonbraker & Hutchings, P.C., dated as of the Conditional Closing Date, which opinion will address, among other things, laws of the State of Colorado and New York applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit K attached hereto, and (B) the opinion of Welborn Sullivan Meck & Tooley, P.C., dated as of the Conditional Closing Date, which opinion will address, among other things, certain laws of the States of Colorado, Wyoming and Montana 28 applicable to the security interests provided pursuant to the Security Agreement, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit L attached hereto. (v) The Company shall have executed and delivered to such Buyer the Note Certificates (in such denominations as such Buyer shall request) for the Conditional Notes being purchased by such Buyer at the Conditional Closing. (vi) The Board of Directors of the Company shall have adopted, and not rescinded or otherwise amended the Resolutions. (vii) As of the Conditional Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes and exercise of the Warrants, at least 30,000,000 shares of Common Stock (such number to be adjusted for any stock splits, stock dividends, stock combinations or other similar transactions involving the Common Stock that are effective at any time after the date hereof). (viii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Conditional Closing Date and the Company shall have caused the Transfer Agent to deliver a letter to the Buyers to that effect. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such entity's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within ten (10) days of the Conditional Closing Date. (x) The Company shall have delivered to such Buyer a secretary's certificate, dated as of the Conditional Closing Date, certifying as to (A) the Resolutions, (B) the Articles of Incorporation, certified as of a date within ten (10) days of the Conditional Closing Date, by the Secretary of State of the State of Colorado and (C) the Bylaws, each as in effect at the Conditional Closing. (xi) The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Conditional Closing Date. (xiii) The Company shall have received the Shareholder Approval. (xiv) Since the Initial Closing, there shall have been no (A) Change of Control or public announcement of a pending, proposed or intended Change of Control, (B) Triggering Event or (C) Event of Default. 29 (xv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. 8. INDEMNIFICATION. In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each other holder of the Securities and all of their shareholders, partners, officers, directors, employees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the "INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitees is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"), incurred by any Indemnitees as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee's owners, investors or affiliates), (d) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (e) the status of such Buyer or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 8 shall be the same as those set forth in Sections 6(a) and (d) of the Registration Rights Agreement, including those procedures with respect to the settlement of claims and the Company's rights to assume the defense of claims. 9. GOVERNING LAW; MISCELLANEOUS. a. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute 30 hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Parties acknowledge that each of the Buyers has executed each of the Transaction Documents to be executed by it in the State of New York and will have made the payment of the Purchase Price from its bank account located in the State of New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. b. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. c. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. d. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. e. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between each Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Buyers that purchased at least two-thirds (2/3) of the aggregate principal amount of the Initial Notes on the Initial Closing Date, or if prior to the Initial Closing, by the Buyers listed on the Schedule of Buyers as being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Initial Notes. Any such amendment shall bind all holders of the Notes and the Warrants. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Notes or Warrants 31 then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Notes, as the case may be. f. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Galaxy Energy Corporation 1331 17th Street, Suite 730 Denver, CO 80202 Telephone: 303 ###-###-#### Facsimile: 303 ###-###-#### Attention: Chief Executive Officer With a copy to: Dill Dill Carr Stonbraker & Hutchings, P.C. 455 Sherman St., Suite 300 Denver, CO 80203 Telephone: 303 ###-###-#### Facsimile: 303 ###-###-#### Attention: Fay Matsukage, Esq. If to the Transfer Agent: Nevada Agency and Trust Company 50 West Liberty Street, Suite 880 Reno, NV 89501 Telephone: 775 ###-###-#### Facsimile: 775 ###-###-#### Attention: Diane Dehl If to a Buyer, to it at the address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer's representatives as set forth on the Schedule of Buyers, or, in the case of a Buyer or any other party named above, at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of 32 receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or deposit with a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Notes. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least two-thirds (2/3) of the aggregate principal of the Notes then outstanding, including by merger or consolidation, except pursuant to a Change of Control (as defined in Section 4(b) of the Notes) with respect to which the Company is in compliance with Section 4(l) of this Agreement, Section 4 of the Notes and Section 10 of the Warrants. A Buyer may assign some or all of its rights hereunder without the consent of the Company; provided, however, that any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Company has consented to such assignment and assumption, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in the Transaction Documents, the Buyers shall be entitled to pledge the Securities in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities. h. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and, to the extent provided in Section 8 hereof, each Indemnitee, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. i. Survival. Unless this Agreement is terminated under Section 9(k), the representations and warranties of the Company and the Buyers contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9, and the indemnification provisions set forth in Section 8, shall survive the Closings. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder. j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. k. Termination. (i) In the event that the Initial Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof due to the Company's or such Buyer's failure to satisfy the conditions set forth in Sections 6(a) and 7(a) above (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the 33 nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party; provided, however, that if this Agreement is terminated pursuant to this Section 9(k)(i), the Company shall be obligated to pay each of the Buyers (so long as such Buyer is a nonbreaching party) its expense and commitment allowance as set forth in Section 4(h). (ii) In the event that the Conditional Closing shall not have occurred with respect to a Buyer on or before November 5, 2004 due to the Company's or such Buyer's failure to satisfy the conditions set forth in Sections 6(b) and 7(b) above (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate the obligations with respect to the Conditional Closing at the close of business on such date without liability of any party to any other party with respect thereto (and without affecting any other rights or obligations under this Agreement); provided, however, that if a party's obligations with respect to the Conditional Closing are terminated pursuant to this Section 9(k)(ii), the Company shall be obligated to reimburse any nonbreaching Buyers and their affiliates for their expenses (including attorneys' fees and expenses) associated with the Conditional Closing. l. Placement Agent. The Company acknowledges that it has engaged The Shemano Group as placement agent in connection with the sale of the Notes and the related Warrants, which placement agent may have formally or informally engaged other agents on its behalf. The Company shall be responsible for the payment of any placement agent's fees or broker's commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including attorneys' fees and out of pocket expenses) arising in connection with any such claim. m. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. n. Remedies. Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies that such holders have been granted at any time under any other agreement or contract and all of the rights that such holders have under any law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security or proving actual damages), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. o. Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to the Registration Rights Agreement, the Notes or Warrants or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, by a trustee, receiver or any other person under any law (including any bankruptcy law, state or 34 federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. p. Independent Nature of Buyers. The obligations of each Buyer hereunder are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer hereunder. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The decision of each Buyer to purchase the Securities pursuant to this Agreement has been made by such Buyer independently of any other Buyer and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries which may have been made or given by any other Buyer or by any agent or employee of any other Buyer, and no Buyer or any of its agents or employees shall have any liability to any other Buyer (or any other person or entity) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Buyer shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement the Notes or the Warrants, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. q. Interpretative Matters. Unless the context otherwise requires, (a) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained in or attached to this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (d) the use of the word "including" in this Agreement shall be by way of example rather than limitation. * * * * * * 35 IN WITNESS WHEREOF, the Buyers and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY: BUYERS: GALAXY ENERGY CORPORATION HFTP INVESTMENT L.L.C. By: Promethean Asset Management L.L.C. Its: Investment Manager By: /s/ Marc E. Bruner ------------------------------ Name: Marc E. Bruner Title: Chief Executive Officer By: /s/ Robert J. Brantman ---------------------------------- Name: Robert J. Brantman Title: Authorized Signator GAIA OFFSHORE MASTER FUND, LTD. By: Promethean Asset Management L.L.C. JACQUELINE M. BROOKS Its: Investment Manager MY COMMISSION # DD 127394 EXPIRES: June 20, 2008 By: /s/ Robert J. Brantman Bonded Thru Notary Public ---------------------------------- Underwriters Name: Robert J. Brantman Title: Authorized Signator /s/ Jaoqueline M. Brooks - ------------------------ CAERUS FUND LTD. August 19,2004 By: Promethean Asset Management L.L.C. Its: Investment Manager By: /s/ Robert J. Brantman ---------------------------------- Name: Robert J. Brantman Title: Authorized Signator 36 AG DOMESTIC CONVERTIBLES, L.P By: AG Domestic Convertibles GP, L.L.C. Its: General Partner By: Angelo, Gordon & Co., L.P. Its: Managing Member By: /s/ Joseph R. Wekselblatt -------------------------------- Name: JOSEPH R. WEKSELBLATT Title: CHIEF FINANCIAL OFFICER AG OFFSHORE CONVERTIBLES, LTD. By: Angelo, Gordon & Co., L.P. Its: Director By: /s/ Joseph R. Wekselblatt -------------------------------- Name: JOSEPH R. WEKSELBLATT Title: CHIEF FINANCIAL OFFICER 37 SCHEDULE OF BUYERS

SCHEDULES Schedule 3(a) Subsidiaries Schedule 3(c) Capitalization Schedule 3(f) SEC Documents Schedule 3(g) Material Changes Schedule 3(h) Litigation Schedule 3(q) Liens and Security Interests Schedule 3(s) Permits Schedule 3(v) Tax Status Schedule 3(w) Certain Transactions Schedule 3(bb) Outstanding Indebtedness; Liens Schedule 3(cc) Leases Schedule 4(d) Use of Proceeds

EXHIBITS Exhibit A Form of Initial Note Exhibit B Form of Conditional Note Exhibit C Form of Warrant Exhibit D Form of Registration Rights Agreement Exhibit E Form of Security Agreement Exhibit F Forms of Account Control Agreement Exhibit G Form of Guaranty Exhibit H Form of Pledge Agreement Exhibit I Form of Mortgage Exhibit J Form of Irrevocable Transfer Agent Instructions Exhibit K Form of Company Counsel Opinion Exhibit L Form of Company Regulatory Counsel Opinion

GALAXY ENERGY CORPORATION SCHEDULE 3(a) TO THE SECURITIES PURCHASE AGREEMENT Galaxy Energy Corporation owns 100% of the outstanding capital stock of: - Dolphin Energy Corporation, a Nevada corporation - Pannonian International, Ltd., a Colorado corporation GALAXY ENERGY CORPORATION SCHEDULE 3(c) TO THE SECURITIES PURCHASE AGREEMENT (A) NONE (B)(1) Outstanding options issued to directors, employees and consultants pursuant to the Company's 2003 Stock Option Plan
DATE OF GRANT NUMBER OF OPTIONS EXERCISE PRICE EXPIRATION DATE - ------------- ----------------- -------------- --------------- May 15, 2003 60,000 $ 1.00 May 14, 2013 Mar 2, 2004 180,000 $ 3.51 Mar 1, 2014 Apr 6, 2004 2,375,000 $ 2.64 Apr 5, 2014 Apr 28, 2004 300,000 $ 1.50 Apr 27,2014 Jun 25, 2004 60,000 $ 2.24 Jun 24, 2014 Jul 1, 2004 325,000 $ 1.55 Jun 30, 2014 Aug 12, 2004 200,000 $ 1.30 Aug 11, 2014
(B)(2) Outstanding warrants to purchase shares of common stock
NUMBER OF ISSUE DATE WARRANTS EXERCISE PRICE EXPIRATION DATE - ------------ -------- -------------- --------------- Sep 24, 2003 1,576,273 $ 0.71 Sep 24, 2008 Sep 24, 2003 1,576,273 $ 0.83 Sep 24, 2008 Oct 3, 2003 783,052 $ 0.71 Oct 3, 2008 Oct 3, 2003 783,052 $ 0.83 Oct 3, 2008 Oct 3, 2003 185,083 $ 0.59 Oct 3, 2008 Dec 18, 2003 500,715 $ 1.80 Dec, 18, 2007 Dec 18, 2003 105,166 $ 1.40 Dec 18, 2007 Jan 15, 2004 1,327,535 $ 4.05 Jan 15, 2009 Jan 15, 2004 358,435 $ 1.80 Jan 15, 2009
(C) Galaxy is obligated to register the shares underlying the warrants in the table in (B)(2) immediately above, pursuant to Registration Rights Agreements or the terms of Securities Purchase Agreements. All of such shares have been registered as required by the terms of the Registration Rights Agreements or Securities Purchase Agreements, as the case may be. (D) NONE (E) All of the warrants listed in the table in (B)(2) immediately above contain anti-dilution provisions. If the Conversion Price of the Convertible Note or the Exercise Price of the Warrants is less than the exercise price of a warrant, the exercise price will be adjusted to the lower price. (F) NONE GALAXY ENERGY CORPORATION SCHEDULE 3(f) TO THE SECURITIES PURCHASE AGREEMENT Galaxy Energy Corporation has filed the following pursuant to the requirements of the Securities Exchange Act of 1934 since November 30, 2002:
FILING DATE DESCRIPTION OF DOCUMENT - ----------- ----------------------- 12-06-02 Form 8-K dated November 13, 2002* 02-28-03 Form 12b-25 regarding filing of Form 10-KSB 03-17-03 Form 10-KSB for fiscal year ended November 30, 2002 04-14-03 Form 12b-25 regarding filing of Form 10-QSB 04-17-03 Preliminary information statement for annual shareholders meeting of May 15, 2003 04-21-03 Form 10-QSB for quarter ended February 28, 2003 04-25-03 Definitive information statement for annual shareholders meeting of May 15, 2003 05-13-03 Form 8-K dated May 7, 2003 06-10-03 Form 8-K dated June 2, 2003 07-15-03 Form 10-QSB for quarter ended May 31, 2003 08-15-03 Amendment No. 1 to Form 8-K dated June 2, 2003 08-18-03 Form 8-K dated August 5, 2003 09-08-03 Form 8-K dated September 2, 2003 10-08-03 Form 8-K dated October 7, 2003 10-15-03 Form 10-QSB for quarter ended August 31, 2003 12-11-03 Amendment No. 1 to Form 10-QSB for quarter ended February 28, 2003 12-11-03 Amendment No. 1 to Form 10-QSB for quarter ended May 31, 2003 12-11-03 Amendment No. 1 to Form 10-QSB for quarter ended August 31, 2003 12-11-03 Amendment No. 1 to Form 8-K dated November 13, 2002 12-19-03 Form 8-K dated December 19, 2003 12-23-03 Amendment No. 1 to Form 8-K dated December 19, 2003 12-23-03 Form 8-K dated December 22, 2003 12-30-03 Amendment No. 1 to Form 10-KSB for fiscal year ended November 30, 2002 01-15-04 Form 8-K dated January 14, 2004 01-16-04 Form 8-K dated January 15, 2004 01-16-04 Amendment No. 1 to Form 8-K dated January 15, 2004 01-20-04 Amendment No. 1 to Form 8-K dated January 14, 2004 02-27-04 Form 12b-25 regarding filing of Form 10-KSB 03-05-04 Form 10-KSB for fiscal year ended November 30, 2003 03-18-04 Form 10-QSB for quarter ended February 29, 2004 03-25-04 Amendment No. 1 to Form 10-KSB for fiscal year ended November 30, 2003 04-09-04 Amendment No. 2 to Form 10-KSB for fiscal year ended November 30, 2003 04-13-04 Form 8-K dated April 13, 2004 04-28-04 Form 8-K dated April 28, 2004 04-30-04 Definitive proxy statement for annual shareholders meeting of June 3, 2004 05-10-04 Annual report to security holders

FILING DATE DESCRIPTION OF DOCUMENT - ----------- ----------------------- 07-08-04 Form 8-K dated July 8, 2004 07-15-04 Form 10-QSB for quarter ended May 31, 2004
- ---------- *Not filed on a timely basis. GALAXY ENERGY CORPORATION SCHEDULE 3(g) TO THE SECURITIES PURCHASE AGREEMENT Dividends paid or declared - NONE Assets sold out of the ordinary course of business - NONE Capital expenditures since November 30, 2003:
DATE TRANSACTION AMOUNT - ------------ ----------------------------------------------------------- ---------- Dec 22, 2003 The Pioneer/Leiter transaction. $3,800,000 Acquisition of certain oil and gas leases in the Powder River Basin of Wyoming, and five natural gas wells, for cash ($1,000,000) and stock (2,000,000 shares valued at $1.40 per share). Jan 15, 2004 The Continental transaction. $8,163,655 Acquisition of various working interest certain oil and gas leases in the Powder River Basin of Wyoming, and 61 natural gas wells in various stages of completion for cash ($163,655), debt ($2,600,000 note payable on or before June 24, 2005) and stock (3,000,000 shares valued at $1.80 per share) Mar 23, 2004 The Hancock transaction. $ 592,500 Acquisition from a group of seven individuals and companies, of an additional 35% working interest in certain leases obtained earlier in the Continental transaction, for cash. Apr 13, 2004 The Brown transaction $1,246,800 Acquisition of an additional 50% interest in certain leases obtained earlier in the Continental transaction, for cash ($300,000) and stock (360,000 shares valued at $2.63 per share) Apr 13, 2004 The Suncor transaction. $ 739,500 Acquisition of various working interests in approximately 27,000 net acres adjacent to and in the vicinity of acreage acquired earlier in the Continental transaction, for cash. Apr 20, 2004 Installment payment Lease Option and Acquisition $1,687,500 Agreement with Quaneco, LLC, in cash Jun 16, 2004 The Tower transaction. $ 100,000 Executed a Letter of Intent to acquire 4,400 acres of oil and gas leases and a 50% interest in nine existing wells for cash ($100,000 deposit) plus a commitment to drill 12 wells on the acreage.

DATE TRANSACTION AMOUNT - ------------ ----------------------------------------------------------- ---------- Jan thru Jul Drilling expenditures and tubular purchases under operating $6,044 ###-###-#### agreement with Continental (Buffalo Run, Dutch Creek, Leiter, Pipeline Ridge UCross, Tower, Horse Hill) Apr thru Jul Coring Program, lease rentals and land costs incurred under $ 157 ###-###-#### Quaneco work program, Montana acreage Jan thru July Location fees incurred under Strategic Consulting $ 240,000 2004 Agreement with Brian Hughes
GALAXY ENERGY CORPORATION SCHEDULE 3(h) TO THE SECURITIES PURCHASE AGREEMENT The outcome of Northern Plains Resource Council, Inc. vs. United States Bureau of Land Management, et al. (Case No. CV 01-96-BLG-RWA), filed in the United States District Court for the District of Montana, could affect the status of approximately 40% of the leases in Montana in which Galaxy Energy Corporation has an interest. The Plaintiff, Northern Plains Resource Council, Inc. ("NPRC"), is a non-profit corporation comprised of farmers, ranchers, and conservationists. NPRC brought the action for declaratory and injunctive relief under the Administrative Procedures Act against the United States Bureau of Land Management ("BLM"); Gale Norton, Secretary of the Interior; and Mat Millenbach, the Montana Director of BLM, alleging that the BLM's decisions to issue oil and gas leases and approve applications for permit to drill for the purpose of coal bed methane development in the Billings and Powder River Resource Areas of Montana without first completing environmental studies violated the National Environmental Policy Act, and Federal Land Policy and Management Act, and the National Historic Preservation Act. The District Court granted a summary judgment in favor of the BLM and other defendants. The NPRC appealed to the Ninth Circuit. The case was argued on August 9, 2004, but no decision has been rendered. If the Ninth Circuit were to reverse the District Court, it is too early to predict the impact on the leases. Such action may only mean that the case would be remanded to the District Court for trial. In the worst case, which appears highly unlikely, the Ninth Circuit would simply rule that the leases held by Galaxy were wrongly issued and invalid. As stated above, the impact would be as to 40% of the leases covered by the agreement with Quaneco, LLC, which comprises approximately 200,000 gross acres (53,000 net acres). Considering that Galaxy has interests in 200,000 gross acres in Montana and only about 80,000 acres would be affected in the worst case, the plan to develop coal bed methane in Montana is unlikely to be seriously curtailed as a result of this litigation. The existence of the litigation was known, and the possible negative consequences were factored into the consideration payable to Quaneco, LLC at the time Galaxy entered into the agreement with Quaneco. Accordingly, Galaxy would not have any recourse against Quaneco, LLC. GALAXY ENERGY CORPORATION SCHEDULE 3(q) TO THE SECURITIES PURCHASE AGREEMENT Title - NONE GALAXY ENERGY CORPORATION SCHEDULE 3(s) TO THE SECURITIES PURCHASE AGREEMENT West Recluse Area - Total of 53 drilling permits required. 33 drilling permits received. 20 drilling permits in process. Glasgow Area - Total of 29 drilling permits required. 18 drilling permits received. 11 drilling permits in process. Leiter Area - Total of 60 drilling permits required. 40 drilling permits received. 20 drilling permits in process. GALAXY ENERGY CORPORATION SCHEDULE 3(v) TO THE SECURITIES PURCHASE AGREEMENT Tax Status - no unpaid taxes Tax Exceptions - Pannonian International, Ltd. has not filed its tax returns for tax years ended December 31, 2001 and 2002 and for the short period from January 1, 2003 to the date of its acquisition by Galaxy Energy Corporation (June 2, 2003). Pannonian International, Ltd. incurred losses during these periods. GALAXY ENERGY CORPORATION SCHEDULE 3(w) TO THE SECURITIES PURCHASE AGREEMENT Transactions, contracts, agreements, instruments, commitments, understandings or other arrangements between the Company and Related Parties. MARC A. BRUNER/RESOURCE VENTURE MANAGEMENT. Marc A. Bruner is one of our principal shareholders, one of the founders of Dolphin Energy, and the father of Marc E. Bruner, who serves as our president and a director. We utilize the services of Marc A. Bruner as a consultant and pay for his services through his company, Resource Venture Management. The nature of his ongoing consulting services is such that we have identified him as Chairman of our Advisory Committee. During the fiscal year ended November 30, 2002, we agreed to pay Resource Venture Management a total of $692,500 for: - monthly management fees of $162,000 through November 30, 2002; - finding oil and gas projects ($300,000); - reimbursement of costs and expenses ($230,500). We paid $259,296 in cash and $200,000 by issuing 4,000,000 shares of our common stock, leaving $233,204 due at November 30, 2002. At February 28, 2003, Resource Venture Management agreed to convert its outstanding debt of $233,204, into 233,204 shares of our common stock, valued at $1.00 per share. We entered into a consulting agreement with Resource Venture Management to provide consulting services for a fee of up to $30,000 per month. Beginning October 1, 2003, we and Resource Venture Management agreed to a reduced fee of $10,000 per month. Such consulting services include service as Chairman of the Advisory Committee. During the year ended November 30, 2003, consulting fees of $320,000 were incurred. We paid Resource Venture Management part of its consulting fees through the issuance of 90,000 shares of common stock valued at $1.00 per share. We subsequently agreed to pay Resource Venture Management additional consulting fees and expenses of $77,500 during the year ended November 30, 2003, of which $42,500 is included in accounts payable at November 30, 2003. Resource Venture Management currently has only one employee, Marc A. Bruner. During the eight months ended July 31, 2004, we incurred management fees of $80,000 and other costs and expenses of $36,491 with Resource Venture Management, of which $16,598 remained outstanding at July 31, 2004. At November 30, 2003 and July 31, 2004, we also owed Marc A. Bruner $39,500 for amounts advanced to Pannonian International prior to its acquisition by us. Upon our acquisition of Pannonian, we assumed this obligation, which does not accrue interest. In September, 2003 Marc A. Bruner purchased $200,000 of the Company's Secured Convertible Debenture (the "Debenture(s)") offering, under terms and conditions identical to other investors. Debentures in the aggregate principal amount of $5,640,000 were sold, together with warrants to purchase common stock. Investors received five-year warrants to purchase up to 2,867,797 shares at $0.71 per share and 2,867,797 shares at $0.83 per share. During the year ended November 30, 2003 the Company incurred $2,608 of interest expense on Mr. Bruner's Debentures. In accordance with the Debenture Securities Purchase Agreement all investors were entitled to their proportionate share of liquidated damages resulting from the Company's failure to meet the deadline for registration of the common stock to become effective. Mr. Bruner's share of the liquidated damages, $14,326, was paid in April 2004. Interest expense incurred on Debentures held by Mr. Bruner from December 1, 2003 through the conversion date, May 26, 2004, $6,827, was paid during the eight months ended July 31, 2004. On the conversion date, Galaxy issued 338,983 shares of common stock to Mr. Bruner. As of May 26, 2004, all of the Debentures had been converted. As of July 31, 2004, Mr. Bruner has not exercised any of the warrants. He still owns a warrant to purchase 101,695 shares at $0.71 and a warrant to purchase 101,695 shares at $0.83. In connection with the Debenture offering, Mr. Bruner, Resource Venture Management, Bruner Group, LLP, Marc E. Bruner, Alan Shane Bruner, Carmen (Tony) Lotito, Thomas G. Fails, Stephen E. Bruner, and Darrell Hawkins signed lock-up agreements restricting the sale or transfer of one-half of the shares owned by them until September 24, 2004 and the remaining half until March 24, 2005. CRUSADER RESOURCES, LLC/MARC A. BRUNER/BRIAN D. HUGHES. Our agreement with Horizon Exploitation, Inc., which expired January 15, 2004, identified Crusader Resources, LLC, as the contract operator for the drilling of any wells under the agreement. Crusader Resources, LLC is a Colorado limited liability company of which Brian Hughes and Marc A. Bruner were the only members at the time of the agreement. Mr. Bruner has since sold his interest in Crusader Resources, LLC to Brian Hughes, who is also the manager of Crusader Resources. The agreement stated that a contract operatorship well fee of $5,000 was to be paid to the Crusader Resources as contract operator. To date, no amounts have been paid to Crusader Resources, LLC, as no wells have been drilled under the agreement. Further, the contract operating agreement with Crusader stated that all wells on the subject leases were to be drilled on a competitive contract basis at the usual rates prevailing in the area. Since we have retained Continental Industries as operator with respect to our Powder River Basin acreage in Wyoming, it is anticipated that any new agreement with Horizon will identify Continental Industries instead of Crusader Resources as the contract operator. Crusader Resources, based in Denver, Colorado and organized in May 2002, was recommended to Horizon Exploitation because of the extensive drilling experience of Brian Hughes in the Powder River Basin area. While Crusader Resources has no clients and has not served as a contract operator, Mr. Hughes has drilled over 1,500 wells in that area. We have retained Brian Hughes to serve as a member of our Advisory Committee, and have completed a strategic consulting agreement with him. The term of the agreement is from April 1, 2004 to January 31, 2007 and is automatically extended for additional one-year terms unless we elect to terminate the agreement. We have agreed to pay Mr. Hughes a consulting fee of $95 per hour for all services in excess of 40 hours per calendar month and a location fee of $5,000 per well for each well drilled in the Powder River Basin in Wyoming and Montana, which is drilled on either undrilled properties we owned at April 1, 2004 or subsequently acquired undrilled properties. The location fee is multiplied by our working interest in the well. In addition, we have agreed to pay Mr. Hughes an overriding royalty interest in oil and gas production from all of our properties in the Powder River Basin not to exceed 2%. For the fiscal year ended November 30, 2003, we reimbursed Brian Hughes $25,000 for expenses incurred on our behalf. For the eight months ended July 31, 2004, we incurred location fees of $240,000 of which $30,000 was owed to Mr. Hughes at July 31, 2004. PANNONIAN INTERNATIONAL, LTD./THOMAS G. FAILS. On November 15, 2002, we executed a letter of intent to acquire Pannonian International, Ltd., ("Pannonian") a Colorado corporation, solely for shares of our common stock. Thomas G. Fails became one of our directors on November 13, 2002 and resigned March 2, 2004. Mr. Fails is the president and a director of Pannonian. At November 30, 2002, Pannonian owed us $25,000 for advances made in contemplation of the acquisition transaction. We completed the acquisition of Pannonian on June 2, 2003, by issuing 1,951,241 shares. At November 30, 2003 and July 31, 2004, we, through Pannonian, owed Thomas G. Fails and his company $139,843 and $74,879, respectively, for amounts paid by him for the benefit of Pannonian and/or advanced to Pannonian. Interest accrues at 6-1/2% per annum as to the principal amount of $39,949 at July 31, 2004. Pannonian shares office space with Mr. Fails and is charged a proportionate share of the office rent and other expenses. HARBOR PETROLEUM, LLC. From May 2002 through November 30,2003, Dolphin Energy advanced funds to Harbor Petroleum, LLC ("Harbor") for the purposes of acquiring oil, gas and mineral interest leases in Rusk and Nacogdoches Counties, Texas. Harbor is 50%-owned and managed by Cecil Gritz, our chief operating officer and one of our directors. A non-affiliated third party owns the remaining 50% of Harbor. During the years ended November 30, 2003 and 2002, we incurred total costs with Harbor of $344,294 and $355,817, respectively. Of those amounts, $254,084 in 2003 and $266,617 in 2002 were for reimbursement of costs incurred by Harbor to acquire oil and gas leases, and $90,210 in 2003 and $89,200 in 2002 represented consulting fees and expenses from Harbor. During the fiscal year ended November 30, 2003 and for the eight months ended July 31, 2004, we paid Harbor $13,900 and $69,833 respectively for Mr. Gritz's services as our chief operating officer. At November 30, 2003, $4,375, was owed to Harbor for Mr. Gritz's services and expense reimbursement. Mr. Gritz is being paid as a consultant through Harbor for his personal tax reasons. As such, Harbor is responsible for payroll and withholding taxes. FLORIDA ENERGY, INC./STEPHEN E. BRUNER. As of November 30, 2003, leases in Texas covering approximately 2,780 acres had been acquired jointly by Harbor and by Florida Energy, Inc. ("Florida"). Florida is owned and controlled by Stephen E. Bruner, the brother of Marc A. Bruner, our controlling shareholder, and the uncle of Marc E. Bruner, our president. No additional leases have been acquired since November 30, 2003. While the leases were acquired in the names of Harbor or Florida, such leases have been assigned to Dolphin Energy. No consideration was paid to Harbor or Florida in consideration for the assignment. An agreement dated March 6, 2003 confirmed that Dolphin is responsible for payment of all of the acquisition costs and maintenance costs of the leases. Dolphin owns all of the working interests acquired under the leases, except for a 2% overriding royalty interest, shared equally by Harbor and Florida. However, with respect to 400 contiguous acres designated by Florida, Florida shall have a 3.125% overriding royalty interest instead of a 1% overriding royalty interest. In addition, Dolphin Energy agreed to pay Florida a bonus of $50,000 for identifying this lease play. This bonus obligation was evidenced by a promissory note due March 7, 2004 that bore interest at the annual rate of 7-1/2%. Accrued interest at November 30, 2003 on this note was $2,742. We paid this note on March 8, 2004. CHRIS WRIGHT. Chris Wright, a former Director of the Company, was paid a fee of $32,000 upon his resignation from the Board as compensation for his relinquishment of any and all rights to options to purchase stock in the Company, previously granted under the Company's 2003 Stock Option Plan. GALAXY ENERGY CORPORATION SCHEDULE 3(bb) TO THE SECURITIES PURCHASE AGREEMENT Outstanding trade payables, accrued expenses and indebtedness of the Company and its Subsidiaries at August 18, 2004 Trade Payables (see detail below) $ 47,803 Accrued expenses and capital expenditures (see detail below) $1,030,852 Notes payable (see detail below) $2,639,949 Accrued interest payable (see detail below) $ 89,951

VENDOR ID VENDOR INVOICE NO AMOUNT DUE - -------------- ---------------------------- ---------------------- ---------- TRADE PAYABLES Amx 001 American Express 8/2/04 Stmt 22,080 ATT 001 AT&T Jul 28 04 Stmt 135 Apt 001 The Apartments Denver Place Aug 11 Stmt 2,690 Bar 001 Gerri Baratz Aug 12 Exp Stmt 83 Bel 003 BellSouth Advertising & Pub. 08/07/04 Stmt 358 CTA 001 CTA Public Relations 05028 10,554 Col 002 Nathan Collins Aug 6, 04 Expenses 406 Con 002 Con Edison 08/06/04 Stmt 459 Den 003 Denver Phone Company 0029827-IN 118 Flo 003 The Flower Club Inc. 08-15-04 Stmt 125 Harr 002 Harbor Petroleum LLC 07/30/04 STmt 1,639 Mia 002 Miami Dade County Tax 520762-6 Occ Lic 45 Qwe 001 Qwest Aig 1 Stmt 371 Ren 001 Renmark Financial Comm. Inc. 2004352 702 Rol 001 Thomas W. Rollins Aug 5-7 Expenses 1,483 Spr 004 Sprint Aug 5 04 Stmt 155 Swi 002 Swiss Hotel Service LLC Jul & Aug 1,218 Wor 002 Worldwide Express 274201 44 Whe 001 Wheeler Wasoff Aug 15 Stmt 5,138 ---------- TOTAL TRADE PAYABLES $ 47,803 ---------- ACCRUED EXPENSES (ESTIMATES) Charles B. Crowell, Legal Fees May-Jul $ 60,000 Thomas G. Fails Reimburseable Expenses 33,500 Resource Venture Management Fees & Expenses 16,598 Marc A. Bruner Advances to Pannonian 39,500 Continental Industries Accrued Drilling Costs 881,254 ---------- TOTAL ACCRUED EXPENSES $1,030,852 ---------- NOTES PAYABLE/ACCRUED INTEREST Continental Industries Note payable Due on or before 6/24/05 $2,600,000 Thomas G. Fails Note payable Due on or before 2/1/05 39,949 ---------- TOTAL NOTES PAYABLE $2,639,949 ---------- Continental Industries Accrued Interest payable $ 88,471 Thomas G. Fails Accrued Interest payable 1,480 ---------- TOTAL ACCRUED INTEREST PAYABLE $ 89,951 ----------
GALAXY ENERGY CORPORATION SCHEDULE 3(cc) TO THE SECURITIES PURCHASE AGREEMENT Description of Oil and Gas Leases The mineral leases which are owned by Galaxy Energy Corporation and Dolphin Energy Corporation in Montana, Wyoming, and Texas consist of the following different types: 1) Fee Lease: This is one in which the minerals are owned by an entity that may be an individual or individuals, an organization, a company, a municipality, or other. A company such as Galaxy/Dolphin will approach the correct mineral owner, which is determined by county records searches, and negotiate provisions to secure a lease for potential development of all minerals, or sometimes just oil and gas. The terms for such a lease will contain some industry standard language, and many specific provisions applicable to the subject transaction. These will include but not be limited to: Term (period of time in which the lessor makes the minerals available to the lessee for establishment of production), percentage royalty to be paid to lessor from production proceeds if realized by lessee, dollar amount to be paid to lessor as a bonus consideration when the lease is executed, any annual rental amount required to perpetuate the lease if not specified as paid up for the primary term by the initial bonus consideration, surface access and use requirements if mineral owner is one in the same, pooling provisions which deal with adding a particular lease to other leases for formation of larger drilling and production units, any agreed upon actual well drilling requirements, and other appropriate items. A. As an example, the Dolphin-owned leases in Texas are all of this type. Each lease was obtained directly from the correct mineral owner after a thorough search of records. They are paid up (meaning no annual rental is required) by the initial bonus consideration paid, in most cases for a term of 5 years, with a few for 3 years. No work or expenditures are required during the respective specified term to perpetuate the leases. However, if production is not established, the leases simply expire at end of primary term. Mineral owner royalty to be paid for any production revenue in most cases is 1/6 (16-2/3% ). There is a contractual requirement regarding most of these leases to pay an additional 2% overriding royalty, with 411+ total acres requiring a 4.125% overriding royalty, before distribution of any production proceeds to the working interest owner(s). In all cases the mineral owner and surface owner are one and the same. B. Some of the leases in Wyoming and Montana are also of this type. Differences include in some cases requirements for annual rentals, necessity to deal with surface owners who own none of the minerals, and various royalty and overriding royalty amounts. 2) State Lease: This is where mineral ownership actually resides with a particular state. Surface ownership is frequently not the same entity. There are usually obligations for modest annual rentals, some actual well drilling requirements, and other provisions not found in Fee leases. In most cases, this type of lease is obtained by interested parties after nomination of tracts to be included in state scheduled sales which involve some type of competitive bidding to secure them. The royalty amount is established by the state, and is not negotiated. A. Several of the Galaxy/Dolphin Wyoming leases are of this type, with many of the obligation wells already drilled. None of the leases was obtained directly from the state by the process described above. They were all purchased from entities that had secured them previously. B. Some of the Montana leases in which Dolphin owns an interest are also of this type. These leases too were previously obtained from the state by other parties. 3) Federal Lease: This is one in which the minerals are owned by the United States government. Surface ownership may or may not be the same. It is common for the surface to be leased separately by another party. Various procedures are involved in acquiring oil and gas leases here. Typically it requires nominations, filings, drawings, and competitive bids. Different surface operational requirements, as compared to fee or state leases, are usually involved in the provisions for these leases. Royalty amounts are established, not negotiated. A. Only a small part of the Galaxy/Dolphin Wyoming lease ownership includes this type of lease. Those on which active drilling and development are being conducted have the necessary federal permits in place which were obtained by previous entities. B. Several of the Montana leases in which Dolphin owns an interest are of this type. None was obtained directly from the United States government by Dolphin. The following lease schedules identified as "Exhibit A" constitute the leases identified for this Schedule 3(cc). EXHIBIT "A" Attached to that certain Assignment of Oil and Gas Leases dated this _______ day of _____________, 2004 by and between Quaneco, LLC, as Assignor and HERCO, as Assignee. Rosebud County, MT
LEASE.NO LEASE.NAME LAND.DESCRIPTION LEASE DATE NET ACRES BOOK PAGE ENTRY # - --------------------------------------------------------------------------------------------------------------- MT10017 ST OF MONTANA 32,920-98 T6S - R39E 9/1/1998 640 50 169 320459 SEC 36: ALL MT10024 ST OF MONTANA 32,921-98 T7S - R39E 9/1/1998 480 50 173 320460 SEC 16: N/2NE/4, W/2, W/2SE/4 MT10025 ST OF MONTANA 32,922-98 T7S - R39E 9/1/1998 640 50 177 320461 SEC 36: ALL MT10026 ST OF MONTANA 32,923-98 T7S - R40E 9/1/1998 440 50 189 320464 SEC 16: NE/4, N/2NW/4, NW/4SW/4, S/2S/2 MT10027 ST OF MONTANA 32,924-98 T7S - R40E 9/1/1998 640 50 181 320462 SEC 36: ALL MT10028 ST OF MONTANA 32,925-98 T7.5S - R41E 9/1/1998 454.32 50 185 320463 SEC 36: LOTS 1-8, N/2S/2 MT10029 ST OF MONTANA 32,979-98 T7S - R41E 9/1/1998 638.22 108 422 86392 SEC. 36: Lots 1, 2, 3, 4, N2, N2S2
EXHIBIT "A" Attached to that certain Assignment of Oil and Gas Leases dated this _______ day of _____________, 2004 by and between Bill Barrett Corporation, as Assignor and Quaneco LLC, as Big Horn County, MT
LEASE.NO LEASE.NAME LAND.DESCRIPTION NET ACRES LEASE DATE BOOK PAGE ENTRY # - ------------------------------------------------------------------------------------------------------------------------ MT10018 DANIEL T CARLAT T7S - R39E 138.150 7/14/2004 51 207 320903 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4 E/2SE/4, NW/4SE/4 SEC 22: LOTS1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52), 7(39.52) 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4 SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S - R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R39E SEC 21: SE/4NE/4, SE/4SW/4, SW/4SE/4 SEC 22: SW/4NW/4 T7S - R40E SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 MT10031 SHIRLEY C. BEDNER T7S - R39E 138.150 7/14/2004 51 186 320897 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4 E/2SE/4, NW/4SE/4 SEC 22: LOTS1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52) 7(39.52), 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4 SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S - R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R39E SEC 21: SE/4NE/4, SE/4SW/4, SW/4SE/4 SEC 22: SW/4NW/4 T7S - R40E SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 MT10043 HELEN R WELTNER T7.5S - R40E 80 6/21/2004 57 510 324214 SEC 32: SE/4 MT10047 JANICE C. PARR T7S - R39E 138.150 7/14/2004 51 200 320901 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4 E/2SE/4, NW/4SE/4 SEC 22: LOTS1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52), 7(39.52) 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4 SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S - R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R39E SEC 21: SE/4NE/4, SE/4SW/4, SW/4SE/4 SEC 22: SW/4NW/4 T7S - R40E SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 MT10049 CHARLENE P CARLAT T7S - R39E 1,093.420 7/14/2004 51 214 320905 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4 E/2SE/4, NW/4SE/4 SEC 22: LOTS1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52) 7(39.52), 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4
SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S - R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R39E SEC 21: SE/4NE/4, SE/4SW/4, SW/4SE/4 SEC 22: SW/4NW/4 T7S - R40E SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 MT10051 SUSAN R. YALOWIZER T7S - R39E 138.150 7/14/2004 51 193 320899 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4 E/2SE/4, NW/4SE/4 SEC 22: LOTS1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52), 7(39.52) 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4 SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S - R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R39E SEC 21: SE/4NE/4, SE/4SW/4, SW/4SE/4 SEC 22: SW/4NW/4 T7S - R40E SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 TOTAL EXPIRING ACRES 1,726.020

EXHIBIT "A" Attached to that certain Assignment of Oil and Gas Leases dated this 28th day of July, 2004 by and between Quaneco, LLC as Assignor and Pinnacle Gas Resources, Inc. and Dolphin Energy Corporation as Assignees. Rosebud County, MT
LEASE.NO LEASE.NAME LAND.DESCRIPTION LEASE DATE BOOK PAGE ENTRY # - -------------------------------------------------------------------------------------------------------------------- MT10007 JOAN LEDDY T7S - R41E 6/19/2002 111 310 SECTION 31: LOTS 5 (42.86), 6(45.11), 7(47.36), SE/4NW/4 SW/4NE/4, NE/4SW/4, NW/4SE/4 SECTION 32: LOT 11, E/2SE/4 MT10011 MARIE GRIFFITH T7S - R41E 6/19/2002 111 312 SECTION 31: LOTS 5 (42.86), 6(45.11), 7(47.36), SE/4NW/4 SW/4NE/4, NE/4SW/4, NW/4SE/4 SECTION 32: LOT 11, E/2SE/4 MT10023 HOSFORD FAMILY PARTNERSHIP T7S - R41E 1/11/2000 111 323 SEC 6: LOT 6(33.19) T6S - R41E SEC 31: S/2NE/4, NE/4SE/4 SEC 32: N/2SW/4, SE/4SW/4, SW/4SE/4 T6S - R41E SEC 7: LOT 2, SE/4NW/4, NE/4SW/4 T7S - R41E SEC 19: LOT 3, E/2NE/4, SW/4NE/4, SE/4NW/4, E/2SW/4, W/2SE/4 SE/4SE/4 SEC 20: NW/4, S/2SW/4 SEC 21: LOT 4, SW/4SE/4 SEC 22: LOTS 5-6, SW/4 SEC 27: E/2W/2, NW/4NW/4, SW/4SW/4 SEC 28: LOTS 1, 2, 6-8, N/2SW/4, W/2SE/4, SE/4SE/4 SEC 33: N/2NE/4, SW/4NE/4, SE/4NW/4, E/2SW/4, SW/4SW/4 SEC 34: N/2NW/4 T6S - R41E SEC 31: LOT 1 (49.24) T7S - R41E SEC 5: LOTS 1 & 2 T7S - R41E SEC 17: E/2W/2, SW/4NE/4, W/2SE/4, SE/4SE/4 T6S - R41E SEC 30: LOTS 3 (49.18), 4(49.19), E/2SW/4 MT10044 LULA J WALTHALL T7S - R41E 7/3/2000 NOT RECORDED SEC 6: LOT 6(33.19) T6S - R41E SEC 31: S/2NE/4, NE/4SE/4 SEC 32: N/2SW/4, SE/4SW/4, SW/4SE/4
Page 4 of 12 EXHIBIT "A" Attached to that certain Assignment of Oil and Gas Leases dated this 28th day of July, 2004 by and between Quaneco, LLC, as Assignor and Pinnacle Gas Resources, Inc. and Dolphin Energy Corporation, as Assignees. Big Horn County, MT
LEASE.NO LEASE.NAME LAND.DESCRIPTION LEASE DATE BOOK PAGE ENTRY # - --------------------------------------------------------------------------------------------------------------- BIG HORN COUNTY MT10038 MTM-092185 T8S - R38E 6/1/2003 ON FILE W/ BLM SEC 12: LOT 7, NE/4SE/4 SEC 13: LOTS 1, 4 SEC 25: LOT 1 MT10039 MTM-092186 T10S - R38E 6/1/2003 ON FILE W/ BLM SEC 1: LOT 9, NE/4NE/4 MT10040 MTM-092188 T7.5S - R40E 6/1/2003 ON FILE W/ BLM SEC 31: LOTS 1, 2, N/2SE/4 SEC 32: LOTS 1-4, N/2SW/4 SEC 33: LOTS 1-4, S/2 MT10041 MTM-092189 T7.5S - R40E 6/1/2003 ON FILE W/ BLM SEC 34: LOTS 1-4, SE/4 SEC 35: LOTS 1-4, N/2S/2, SE/4SE/4 SEC 36: LOTS 1-4, S/2 MT10042 MTM-092190 T8S - R41E 6/1/2003 ON FILE W/ BLM SEC 17: N/2NW/4 SEC 20: NW/4NW/4
EXHIBIT "A" Attached to that certain Assignment of Oil and Gas Leases dated this 28th day of July, 2004 by and between Quaneco, LLC, as Assignor and Pinnacle Gas Resources, Inc. and Dolphin Energy Corporation, as Assignees. Big Horn County, MT
LEASE.NO LEASE.NAME LAND.DESCRIPTION LEASE DATE BOOK PAGE ENTRY # - ----------------------------------------------------------------------------------------------------------------- MT10019 ST OF MONTANA 34,731 02 T6S - R38E 9/4/2002 ON FILE W/ STATE SECTION 36: LOTS 1, 2, 3, 4, E/2E/2 MT10020 ST OF MT 34,733-02 T6S - R40E 9/4/2002 ON FILE W/ STATE SECTION 16: ALL MT10021 ST OF MT 34,734-02 T6S - R40E 9/4/2002 ON FILE W/ STATE SECTION 36: ALL MT10022 ST OF MT 34,735-02 T7S - R38E 9/4/2002 ON FILE W/ STATE SECTION 36: LOTS 1, 2, 3, 4, E/2E/2
EXHIBIT A - PART 1 Attached to and made part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Big Horn County, MT Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following described Leases and Lands.
LEASE.NO LEASE.NAME LAND.DESCRIPTION LEASE DATE BOOK PAGE ENTRY # - ----------------------------------------------------------------------------------------------------------------- MT10005 ANNA BELL KUHL A WIDOW T9S - R38E 5/30/2002 67 9 327512 SECTION 24: NE/4 T9S - R39E SECTION 17: LOTS 2 (30.95), 3 (31.01), SE/4NW/4, NE/4SW/4 SECTION 20: E/2NE/4, W/2SE/4, NE/4SE/4 SECTION 29: LOT 1 (31.08), NE/4NW/ 4, NW/4NE/4 T9S - R39E SEC 20: LOTS 3 (31.12), 4 (31.14), SE/4SW/4 MT10006 DORIS J WEBB, A SINGLE T9S - R38E 5/31/2002 67 11 327813 SECION 24: NE/4 T9S - R39E SECTION 17: LOTS 2 (30.95), 3 (31.01), SE/4NW/4, NE/4SW/4 SECTION 20: E/2NE/4, W/2SE/4, NE/4SE/4 SECTION 29: LOT 1 (31.08), NE/4NW/4, NW/4NE/4 T9S - R39E SEC 20: LOTS 3 (31.12), 4 (31.14), SE/4SW/4 MT10007 JOAN LEDDY T7.5S - R41E 6/19/2002 67 241 327880 SECTION 32: LOT 1 SECTION 33: S/2NE/4SW/4 MT10008 MARY M WILLIAMS A WIDOW T7S - R40E 6/21/2002 67 12 327814 SECTION 26: W/2SE/4 MT10009 MARJORIE BECKWITH T7S - R40E 6/21/2002 67 14 327815 SECTION 26: W/2SE/4 MT10010 SHIRLEY SCHENDERLINE T7S - R40E 6/21/2002 67 16 327816 SECTION 26: W/2SE/4 MT10011 MARIE GRIFFITH T7.5S - R41E 6/19/2002 67 243 327881 SECTION 32: LOT 1 SECTION 33: S/2NE/4SW/4 MT10019 ST OF MONTANA 34,731 02 T6S - R38E 9/4/2002 ON FILE W/ STATE SECTION 36: LOTS 1, 2, 3, 4, E/2E/2 MT10020 ST OF MT 34,733-02 T6S - R40E 9/4/2002 ON FILE W/ STATE SECTION 16: ALL MT10021 ST OF MT 34,734-02 T6S - R40E 9/4/2002 ON FILE W/ STATE SECTION 36: ALL MT10022 ST OF MT 34,735-02 T7S - R38E 9/4/2002 ON FILE W/ STATE SECTION 36: LOTS 1, 2, 3, 4, E/2E/2
Page 7 of 12 MT10023 HOSFORD FAMILY PARTNERSHIP T7S - R40E 1/11/2000 53 551 322140 SEC 1: LOTS 4(38.07), 5(38.81), 6(39.09), SW/4NE/4, S/2NW/4 SEC 2: SE/4NE/4, NE/4SE/4 T6S - R39E SEC 25: SW/4SE/4 T6S - R40E SEC 7: LOTS 2-3, SW/4NE/4, SE/4NW/4, E/2SW/4, SE/4 SEC 8: W/2SW/4 SEC 17: S/2NE/4, N/2SE/4, SW/4SE/ 4, W/2 SEC 18: LOT 1, NE/4, NW/4SE/4, NE/4NW/4 SEC 20: NW/4NW/4, N/2NE/4, SE/4NE/ 4, E/2SE/4 SEC 21: ALL SEC 22: N/2, N/2S/2, SW/4SW/4 SEC 23: S/2NW/4, SW/4NE/4, NW/4SE/4 SEC 27: S/2NW/4, SW/4NE/4, SW/4, W/2SE/4 SEC 28: N/2NW/4, SE/4NW/4, NW/4NE/4, S/2NE/4, E/2SE/4 SEC 29: E/2NE/4 SEC 30: LOT 3 SEC 32: NE/4SE/4, S/2SE/4 SEC 33: S/2, SE/4NW/4, NE/4NE/4 SEC 34: NW/4NE/4, N/2NW/4, SW/4 T7S - R40E SEC 3: LOTS 1-3, SE/4NE/4 SEC 13: S/2NW/4, SW/4 SEC 23: NE/4, E/2NW/4 SEC 24: N/2, SE/4 T7S - R40E SEC 10: S/2SW/4 SEC 15: SW/4NE/4, NW/4, SE/4SW/4, W/2SE/4, SE/4SE/4 SEC 21: E/2SE/4 SEC 22: N/2NE/4, NE/4NW/4, SW/4 SEC 27: N/2NW/4 T8S - R40E SEC 4: SE/4SE/4 T7S - R40E SEC 2: LOT 4, S/2NW/4, SW/4NE/4 SEC 14: SW/4SW/4, E/2SE/4 T6S - R40E SEC 25: E/2SW/4, N/2SE/4 MT10030 HOSFORD FAMILY PARTNERSHIP T6S - R40E 3/16/2000 53 643 322187 SEC 3: SE/4, SE/4SW/4 SEC 4: S/2S/2 SEC 5: S/2SE/4

Page 8 of 12 SEC 9: E/2, N/2NW/4, SE/4NW/4, NE/4SW/4 SEC 10: N/2N/2, S/2NW/4, SW/4NE/4, S/2 SEC 11: SW/4 SEC 12: SE/4NE/4 SEC 14: NW/4NW/4 SEC 15: N/2, N/2S/2, S/2SW/4, SE/4SE/4 T7S - R40E SEC 1: W/2SW/4 MT10032 COLLINS ET AL T7S - R40E 9/1/1999 51 234 320911 SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 MT10033 FAITH HAMILTON ET VIR T7S - R40E 2/17/2000 56 433 323561 SEC 27: SW/4SE/4 SEC 34: W/2NE/4, SE/4NW/4 MT10034 DORIS G. IEKEL T7S - R39E 10/17/1998 49 765 320217 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4, E/2SE/4, NW/4SE/4 SEC 22: LOTS 1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52), 7(39.52), 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4 SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S - R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R40E SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 T7S - R39E SEC 13: NW/4 SEC 14: NE/4 T7S - R40E SEC 3: S/2NW/4, N/2SW/4, NW/4SE/4 SEC 4: S/2N/2, W/2SW/4 SEC 5: LOTS 1-4, S/2N/2, N/2S/2 SEC 6: LOTS 1-5, S/2NE/4, SE/4NW/4, NE/4SE/4 SEC 7: LOTS 2-3, SW/4NE/4, SE/4NW/ 4, E/2SW/4, W/2SE/4 SEC 9: E/2NE/4 SEC 10: S/2NE/4, NW/4, N/2SW/4, SE/4 SEC 11: NE/4NW/4, W/2SW/4, S/2NW/4

Page 9 of 12 SEC 12: S/2S/2 SEC 13: N/2N/2 SEC 14: N/2NW/4, SW/4NW/4 SEC 15: N/2NE/4 MT10036 CLARA P. OWEN T7S - R40E 9/1/1999 51 230 320910 SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 MT10037 DAVID L HOUSTON T7S - R40E 2/17/2000 56 431 323560 SEC 27: SW/4SE/4 SEC 34: W/2NE/4, SE/4NW/4 MT10038 MTM-092185 T8S - R38E 6/1/2003 ON FILE W/ BLM SEC 12: LOT 7, NE/4SE/4 SEC 13: LOTS 1, 4 SEC 25: LOT 1 MT10039 MTM-092186 T10S - R38E 6/1/2003 ON FILE W/ BLM SEC 1: LOT 9, NE/4NE/4 MT10040 MTM-092188 T7.5S - R40E 6/1/2003 ON FILE W/ BLM SEC 31: LOTS 1, 2, N/2SE/4 SEC 32: LOTS 1-4, N/2SW/4 SEC 33: LOTS 1-4, S/2 MT10041 MTM-092189 T7.5S - R40E 6/1/2003 ON FILE W/ BLM SEC 34: LOTS 1-4, SE/4 SEC 35: LOTS 1-4, N/2S/2, SE/4SE/4 SEC 36: LOTS 1-4, S/2 MT10042 MTM-092190 T8S - R41E 6/1/2003 ON FILE W/ BLM SEC 17: N/2NW/4 SEC 20: NW/4NW/4 MT10044 LULA J WALTHALL T7S - R40E 7/3/2000 56 435 323562 SEC 1: LOTS 4(38.07), 5(38.81), 6(39.09), SW/4NE/4, S/2NW/4, W/2SW/4 SEC 2: SE/4NE/4, NE/4SE/4 MT10045 EVAGENE TURLEY ROH T7S - R40E 9/1/1999 51 238 320912 SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 MT10046 NATALIE C. LESTER T7S - R40E 9/1/1999 51 242 320913 SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW/4 MT10048 JUDITH M. PRESLER T7S - R39E 10/17/1998 49 929 320306 SEC 21: E/2NW/4, N/2NE/4, SW/4NE/4, SW/4NW/4, N/2SW/4, E/2SE/4, NW/4SE/4 SEC 22: LOTS 1(45.20), 3(40.11), 4(44.77), 5(44.09), 6(39.52), 7(39.52), 8(43.66), E/2W/2, W/2SW/4, NW/4NW/4 SEC 27: NW/4NW/4 SEC 28: N/2NE/4, NE/4NW/4 T7S -R40E SEC 17: S/2NW/4 SEC 18: NE/4, NW/4SE/4 T7S - R40E

Page 10 of 12 SEC 18: LOTS 1(36.70), 2(36.90), 3(37.10), 4(37.30), NE/4NW4 T8S - R41E SEC 17: S/2S/2, NW/4SW/4 SEC 19: SE/4, S/2NE/4 SEC 20: N/2S/2, S/2N/2, N/2NE/4, NE/4NW/4 SEC 21: N/2 SEC 22: W/2 SEC 30: N/2NE/4 T7S - R39E SEC 13: NW/4 SEC 14: NE/4 T7S - R40E SEC 3: S/2NW/4, N/2SW/4, NW/4SE/4 SEC 4: S/2N/2, W/2SW/4 SEC 5: LOTS 1-4, S/2N/2, N/2S/2 SEC 6: LOTS 1-5, S/2NE/4, SE/4NW/4, NE/4SE/4 SEC 7: LOTS 2-3, SW/4NE/4, SE/4NW/ 4, E/2SW/4, W/2SE/4 SEC 9: E/2NE/4 SEC 10: S/2NE/4, NW/4, N/2SW/4, SE/4 SEC 11: NE/4NW/4, W/2SW/4, S/2NW/4 SEC 12: S/2S/2 SEC 13: N/2N/2 SEC 14: N/2NW/4, SW/4NW/4 SEC 15: N/2NE/4 MT 10050 ETHEL FINLEY T7S - R40E 6/21/2002 67 245 327882 SEC 26: W1/2SE1/4

Page 11 of 12 BIG HORN COUNTY, MONTANA PART 2 EXHIBIT A - PART 2 Attached to and made a part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following described Leases and Lands. LEASE NO: 1 LESSOR: Linda F. Johnson, Trustee of the Linda F. Johnson Declaration of Trust dated the 23rd day of August, 1995 LESSEE: E & M Oil Corp. LEASE DATE: May 11, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 246 DESCRIPTION: Township 6 South, Range 39 East, MPM, Big Horn County, Montana Section 22: SW/4 NE/4, SE/4 NW/4, E/2 SW/4, W/2 SE/4 & SE/4 SE/4 Section 26: W/2 SW/4 Section 27: S/2 NE/4, W/2, SE/4 Section 28: Lots 2 (28.75), 3 (29.71), 4 (34.16), S/2 NE4, E/2 SW/4 & SE/4 Section 33: Lots 1 (38.89), 2 (39.10), 3 (40.95), 8 (38.84) Section 34: NE/4 NE/4, W/2 NE/4 LEASE NO: 2 LESSOR: Frank M. Randall and Evelyn M. Randall, husband and wife, individually and as Trustees of the Randall Trust, a Revocable Living Trust Agreement dated January 6, 1992 LESSEE: E & M Oil Corp. LEASE DATE: May 9, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 263 DESCRIPTION: Township 6 South, Range 38 East MPM, Big Horn County, Montana Section 1: Lots 3, 4, SE/4 NE/4 & NE/4 SE/4 Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 4: Lots 1 (40.44), 2 (40.44), 3 (37.02), 4 (36.89), 5 (37.97), 6 (37.88), Lot 8 (28.82), 9 (30.77), 10 (30.77), 11 (30.77), 12 (30.77) and S/2 NW/4 Section 5: Lots 1, 2, 3, 4, S/2 N/2, N/2 S/2, S/2 SW/4, SE/4 SE/4 Section 6: Lots 1, 4, 5, 6; Lots 10 & 11 (formerly described as SW/4 NE/4), SE/4 NE/4, SE/4 NW/4, NE/4 SW/4, NE/4 SE/4 , Lots 12 & 13 (formerly described as NW/4 SE/4) Section 8: W/2 NE/4, E/2 NW/4 less 4.25 acres in SE/4 NW/4 as described in Book 18 of Deeds, Page 465 Section 35: S/2 LEASE NO: 3 LESSOR: Nancy E. Ferguson, a widow LESSEE: E & M Oil Corp. LEASE DATE: May 11, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 243 DESCRIPTION: Township 6 South, Range 38 East MPM, Big Horn County, Montana Section 23: W/2 E/2, E/2 W/2 Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 17: W/2, excepting therefrom a tract of land containing 3.36 acres and further excepting therefrom a tract of land containing 5.88 acres, both of which are more fully described in Book 30 of Deeds, Page 212 Section 17: A 9.24 acres tract in the SW4 SE/4, more fully described in Book 44 MF, Page 873 Section 18: Lots 1 (31.23), 2 (31.25), 3 (31.27), E/2 NW/4, NE/4 SW/4, E/2 E/2, Lots 5 & 6 (formerly described as NW/4 NE/4), Lots 7 & 8 (formerly described as SW/4 NE/4), Lots 9 & 10 (formerly described as NW/4 SE/4), Lots 11 & 12 (formerly described as SW/4 SE/4) Section 19: NE/4 NE/4, Lots 5 & 6 (formerly described as NW/4 NE/4) Section 20: W/2 NE/4, NW/4, N/2 S/2 Section 21: Lots 3 (30.22), 4 (29.85), S/2 NE/4, E/2 NW/4, W/2 SE/4, SE/4 SE/4 Section 22: SW/4 SW/4 Section 28: Lot 1 (29.54), N/2 NE/4, E/2 NW/4 LEASE NO: 4 LESSOR: Dwight S. Ferguson, aka Dwight S. Ferguson, Jr. and Marilyn B. Ferguson, his wife LESSEE: E & M Oil Corp LEASE DATE: May 11, 1998 PRIMARY TERM: 10 years 1 BIG HORN COUNTY, MONTANA PART 2 RECORDED: Book 45, Page 237 DESCRIPTION: Township 6 South, Range 38 East MPM, Big Horn County, Montana Section 14: SW/4, W/2 E/2 W/2 SE/4, W/2 W/2 SE/4 Section 15: E/2 SE/4, E/2 W/2 SE/4, E/2 W/2 W/2 SE/4 Section 21: S/2 SE/4 Section 22: ALL Section 23: W/2 E/2, W/2 Section 28: NE/4 Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 17: W/2, excepting therefrom a tract of land containing 3.36 acres and further excepting therefrom a tract of land containing 5.88 acres, both of which are more fully described in Book 30 of Deeds, Page 212 Section 17: A 9.24 acres tract in the SW4 SE/4, more fully described in Book 44 MF, Page 873 Section 18: Lots 1 (31.23), 2 (31.25), 3 (31.27), E/2 NW/4, NE/4 SW/4, E/2 E/2, Lots 5 & 6 (formerly described as NW/4 NE/4), Lots 7 & 8 (formerly described as SW/4 NE/4), Lots 9 & 10 (formerly described as NW/4 SE/4), Lots 11 & 12 (formerly described as SW/4 SE/4) Section 19: NE/4 NE/4, Lots 5 & 6 (formerly described as NW/4 NE/4) Section 20: W/2 NE/4, NW/4, N/2 S/2 Section 21: Lots 3 (30.22), 4 (29.85), S/2 NE/4, E/2 NW/4, W/2 SE/4, SE/4 SE/4 Section 22: SW/4 SW/4 Section 28: Lot 1 (29.54), N/2 NE/4, E/2 NW/4 LEASE NO: 5 LESSOR: Elmer E. Kobold, Jr., Lenore Johnson, aka Lenore A. Johnson and Kathleen Skelton, aka Kathleen E. Skelton, Trustees of the Elmer E. Kobold and Rose M. Kobold Trust LESSEE: E & M Oil Corp LEASE DATE: April 17, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 258 DESCRIPTION: Township 7 South, Range 38 East MPM, Big Horn County, Montana Section 1: Lots 4, 5, SE/4 NE/4 & E/2 SE/4 Township 7 South, Range 39 East MPM, Big Horn County, Montana Section 6: Lots 3, (39.87), 4 (31.87), 5 (31.89), 6 (31.87), 7 (31.85), Lots 8 & 9 (formerly described as Lot 2), E/2 SW/4, Lots 10 & 11 (formerly described as SW/4 NE/4), Lots 14 & 15 (formerly described as SW/4 SE/4), and SE/4 SE/4 Section 7: Lots 2 (31.91), 3 (31.97), 4 (32.01), E/2 W/2, Lots 5 thru 8 (formerly described as W/2 NE/4), Lots 9 thru 12 (formerly described as W/2 SE/4), E/2 SE/4, NE/4 NE/4 Section 17: S/2 SW/4 and SE/4 Section 18: Lot 1 (32.05), NE/4 NE/4, Lots 7 & 8 (formerly described as SW/4 NE/4) SE/4 NE/4, Lots 9 thru 12 (formerly described as W/2 SE/4), and E/2 SE/4 Section 19: E/2 NE/4, Lots 5 thru 8 (formerly described as W/2 NE/4) Section 20: ALL Section 21: SW/4 SW/4 Section 27: NE/4 NW/4, S/2 NW/4 Section 28: NW/4 NW/4, S/2 N/2, and S/2 Section 29: NW/4 NE/4, N/2 NW/4, SE/4 NW/4 and S/2 S/2 LEASE NO: 6 LESSOR: Elmer E. Kobold, Jr., a married man dealing in his sole and separate property, Kathleen E. Skelton, aka Kathleen Skelton, a married woman dealing in her sole and separate property and Lenore A. Johnson, aka Lenore Johnson, a single woman LESSEE: E & M Oil Corp LEASE DATE: April 17, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 255 DESCRIPTION: Township 7 South, Range 38 East MPM, Big Horn County, Montana Section 1: Lots 4, 5, SE/4 NE/4 & E/2 SE/4 Township 7 South, Range 39 East MPM, Big Horn County, Montana Section 6: Lots 3, (39.87), 4 (31.87), 5 (31.89), 6 (31.87), 7 (31.85), Lots 8 & 9 (formerly described as Lot 2), E/2 SW/4, Lots 10 & 11 (formerly described as SW/4 NE/4), Lots 14 & 15 (formerly described as SW/4 SE/4), and SE/4 SE/4 Section 7: Lots 2 (31.91), 3 (31.97), 4 (32.01), E/2 W/2, Lots 5 thru 8 (formerly described as W/2 NE/4), Lots 9 thru 12 (formerly described as W/2 SE/4), E/2 SE/4, NE/4 NE/4 Section 17: S/2 SW/4 and SE/4 Section 18: Lot 1 (32.05), NE/4 NE/4, Lots 7 & 8 (formerly described as SW/4 NE/4) SE/4 NE/4, Lots 9 thru 12 (formerly described as W/2 SE/4), and E/2 SE/4 Section 19: E/2 NE/4, Lots 5 thru 8 (formerly described as W/2 NE/4) 2 BIG HORN COUNTY, MONTANA PART 2 Section 20: ALL Section 21: SW/4 SW/4 Section 27: NE/4 NW/4, S/2 NW/4 Section 28: NW/4 NW/4, S/2 N/2, and S/2 Section 29: NW/4 NE/4, N/2 NW/4, SE/4 NW/4 and S/2 S/2 LEASE NO: 7 LESSOR: Gregg L. Jones and Molly J. Jones, husband and wife LESSEE: E & M Oil Corp. LEASE DATE: April 30, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 249 DESCRIPTION: Township 6 South, Range 38 East MPM, Big Horn County, Montana Section 13: Lot 4 Section 24: Lots 1, 2, 3, and E/2 E/2 Section 25: E/2 E/2 Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 1: Lots 1 (21.34), 2 (21.21), 3 (21.09), S/2 NW/4 and S/2 Section 2: Lots 1 (20.88), 2 (20.83), S/2 N/2 & S/2 Section 3: S/2 N/2, and S/2 Section 4: Lots 7 (28.82), 13 (28.58) & 14 (28.58) Section 8: NE/4 NE/4 Section 9: Lots 1 (33.81), 2 (34.04), N/2 NE/4, SW/4 NE/4, and NE/4 NW/4 Section 10: NE/4, N/2 NW/4, and S/2 Section 11: N/2, N/2 SE/4, SE/4 SE/4 Section 12: ALL Section 13: N/2, NE/4 SW/4, S/2 SW/4, and SE/4 Section 14: E/2 NE/4, S/2 SW/4, and NE/4 SE/4 Section 17: S/2 NE/4, N/2 SE/4, E/2 SW/4 SE/4 Section 18: Lot 4 (31.29), SE/4 SW/4 Section 19: Lots 1 (31.31), 2 (31.34), 3 (31.36), 4 (31.39), E/2 W/2, SE/4 NE/4, E/2 SE/4, NW/4 SE/4, Lots 7 & 8 (formerly described as SW/4 NE/4), Lots 9 & 10 (formerly described as SW/4 SE/4) Section 20: S/2 S/2 Section 23: North 990 feet of NE/4 NW/4 Section 29: N/2, and N/2 S/2 Section 30: Lots 1 (31.44), 2 (31.50), 3 (31.58), 4 (31.64), E/2 W/2, E/2 E/2, Lots 5 thru 12 (formerly described as W/2 E/2) Section 31: Lots 1 (31.71), 2 (31.77), E/2 NW/4, E/2 NE/4, Lots 5 thru 8 (formerly described as W/2 NE/4) Township 6 South, Range 40 East MPM Section 5: SE/4 NW/4 and SW/4 Section 6: Lots 6 (37.96), 7 (37.96), E/2 SE/4, and SW/4 SE/4 Section 7: Lot 4 (38.70) LEASE NO: 8 LESSOR: Hugh O. Jones, a single man LESSEE: E & M Oil Corp. LEASE DATE: April 30, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 252 DESCRIPTION: Township 6 South, Range 38 East MPM, Big Horn County, Montana Section 13: Lot 4 Section 24: Lots 1, 2, 3, and E/2 E/2 Section 25: E/2 E/2 Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 1: Lots 1 (21.34), 2 (21.21), 3 (21.09), S/2 NW/4 and S/2 Section 2: Lots 1 (20.88), 2 (20.83), S/2 N/2 & S/2 Section 3: S/2 N/2, and S/2 Section 4: Lots 7 (28.82), 13 (28.58) & 14 (28.58) Section 8: NE/4 NE/4 Section 9: Lots 1 (33.81), 2 (34.04), N/2 NE/4, SW/4 NE/4, and NE/4 NW/4 Section 10: NE/4, N/2 NW/4, and S/2 Section 11: N/2, N/2 SE/4, SE/4 SE/4 Section 12: ALL Section 13: N/2, NE/4 SW/4, S/2 SW/4, and SE/4 Section 14: E/2 NE/4, S/2 SW/4, and NE/4 SE/4 Section 17: S/2 NE/4, N/2 SE/4, E/2 SW/4 SE/4 Section 18: Lot 4 (31.29), SE/4 SW/4 Section 19: Lots 1 (31.31), 2 (31.34), 3 (31.36), 4 (31.39), E/2 W/2, SE/4 NE/4, E/2 SE/4, NW/4 SE/4, Lots 7 & 8 (formerly described as SW/4 NE/4), Lots 9 & 10 (formerly described as SW/4 SE/4) Section 20: S/2 S/2 3 BIG HORN COUNTY, MONTANA PART 2 Section 23: North 990 feet of NE/4 NW/4 Section 29: N/2, and N/2 S/2 Section 30: Lots 1 (31.44), 2 (31.50), 3 (31.58), 4 (31.64), E/2 W/2, E/2 E/2, Lots 5 thru 12 (formerly described as W/2 E/2) Section 31: Lots 1 (31.71), 2 (31.77), E/2 NW/4, E/2 NE/4, Lots 5 thru 8 (formerly described as W/2 NE/4) Township 6 South, Range 40 East, MPM Section 5: SE/4 NW/4 and SW/4 Section 6: Lots 6 (37.96), 7 (37.96), E/2 SE/4, and SW/4 SE/4 Section 7: Lot 4 (38.70) LEASE NO: 9 LESSOR: Marie A. Ogle, a widow LESSEE: E & M Oil Corp. LEASE DATE: August 8, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 261 DESCRIPTION: Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 30: S/2 SE/4 and SE/4 SW/4 Section 31: NE/4 and NE/4 NW/4 LEASE NO: 10 LESSOR: Kim A. Carter, a single woman LESSEE: E & M Oil Corp. LEASE DATE: August 6, 1998 PRIMARY TERM: 10 years RECORDED: Book 45, Page 235 DESCRIPTION: Township 6 South, Range 39 East MPM, Big Horn County, Montana Section 8: SE/4 Section 9: Lot 3 (34.14) Section 17: E/2 NE/4 and NW/4 NE/4 LEASE NO: 11 LESSOR: S & P Land Co., a Montana Corporation LESSEE: David J. Knapp LEASE DATE: April 28, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 186. Big Horn County DESCRIPTION: Only insofar as lease covers the following described lands: Township 7 South, Range 40 East, MPM, Big Horn County, Montana Section 35: E/2 LEASE NO: 12 LESSOR: Jill D. Thompson, dealing in her sole and separate property LESSEE: David J. Knapp LEASE DATE: April 30, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 337 DESCRIPTION: Township 6 South, Range 40 East, M.P.M., Big Horn County, Montana Section 6: Lots 2 (41.91), 3 (42.20), SW/4 NE/4, SE/4 NW/4 and E/2 SW/4 Section 7: Lot 1 (37.98), NE/4 NW/4 LEASE NO: 13 LESSOR: George Warren Brewster III and Doris M. Brewster, his wife LESSEE: David J. Knapp LEASE DATE: April 10, 1998 PRIMARY TERM: 10 years RECORDED: Book 43, Page 787, Big Horn County DESCRIPTION: Only insofar as lease covers the following described lands: Township 6 South, Range 40 East, Big Horn County, Montana Section 10: SE/4 NE/4 LEASE NO: 14 LESSOR: George Warren Brewster III and Doris M. Brewster, his wife LESSEE: David J. Knapp LEASE DATE: April 10, 1998 PRIMARY TERM: 10 years RECORDED: Book 42, Page 986, Big Horn County DESCRIPTION: Only insofar as lease covers the following described lands: Township 6 South, Range 40 East, MPM, Big Horn County, Montana Section 1: Lots 1 (35.02), 2 (35.12), 3 (35.24), 4 (35.34), SE/4 NE/4, SW/4 NW/4, SW/4, E/2 SE/4 & SW/4 SE/4 Section 2: Lots 1 (35.60), 2 (35.99), 3 (36.39), 4 (36.78), S/2 N/2 and S/2 4 BIG HORN COUNTY, MONTANA PART 2 Section 3: Lots 1 (37.24), 2 (37.77), 3 (38.29), 4 (38.82), S/2 N/2, N/2 SW/4 & SW/4 SW/4 Section 4: Lots 1 (39.25), 2 (39.59), 3 (39.93), S/2 NE/4, SE/4 NW/4, NE/4 SW/4 & N/2 SE/4 Section 11: N/2 and SE/4 Section 12: N/2 NE/4, SW/4 NE/4, NW/4, N/2 SW/4, SW/4 SW/4 and E/2 SE/4 Section 13: N/2 and N/2 S/2 Section 14: N/2 NE/4 and NE/4 NW/4 Section 23: SE/4 SE/4 Section 24: SW/4 SW/4 Section 25: N/2 Section 26: E/2 NE/4 LEASE NO: 15 LESSOR: Robert E. Ebeling, individually and attorney in fact for Eula B. Ebeling, his wife LESSEE: David J. Knapp LEASE DATE: April 10, 1998 PRIMARY TERM: 10 years RECORDED: Book 43, Page 85, Big Horn County DESCRIPTION: Only insofar as lease covers the following described lands: Township 6 South, Range 40 East, MPM, Big Horn County, Montana Section 1: Lots 1 (35.02), 2 (35.12), 3 (35.24), 4 (35.34), SE/4 NE/4, SW/4 NW/4, SW/4, NE/4 SE/4 and SW/4 SE/4 Section 2: Lots 1 (35.60), 2 (35.99), 3 (36.39), S/2 NE/4, SE/4 NW/4, NE/4 SW/4, and N/2 SE/4 LEASE NO: 16 LESSOR: USDI-BLM (MTM-88675) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 1: Lot 4 (20.96) Section 2: Lots 3 (20.79) and 4 (20.74) Section 3: Lots 1 (20.67), 2 (20.57), 3 (20.47), 4 (20.37) Section 10: S/2 NW/4 LEASE NO: 17 LESSOR: USDI-BLM (MTM-88676) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not Recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 5: SW/4 SE/4 Section 6: Lot 8 (8.70) Section 8: SE/4 NE/4 Section 9: Lot 4 (33.51), SE/4 NE/4, SE/4 NW/4, E/2 SW/4 & SE/4 LEASE NO: 18 LESSOR: USDI-BLM (MTM-88677) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 13: NW/4 SW/4 Section 15: N/2 NE/4, NW/4, NW/4 SW/4 and NW/4 SE/4 Section 22: NW/4 NE/4, SE/4 NE/4, N/2 NW/4, SW/4 NW/4, NW/4 SW/4, NE/4 SE/4 Section 23: S/2 SW/4 and SE/4 LEASE NO: 19 LESSOR: USDI-BLM (MTM-88678) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 17: SE/4 SE/4 Section 20: E/2 NE/4 Section 21: Lots 1 (30.97), 2 (30.60), N/2 NE/4, E/2 SW/4 and NE/4 SE/4 5 BIG HORN COUNTY, MONTANA PART 2 LEASE NO: 20 LESSOR: USDI-BLM (MTM-88679) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 24: N/2 NE/4 LEASE NO: 21 LESSOR: USDI-BLM (MTM-88680) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 26: N/2 N/2, SE/4 NE/4 & SW/4 NW/4 Section 27: N/2 NE/4 Section 34: NW/4 and SE/4 Section 35: NE/4 LEASE NO: 22 LESSOR: USDI-BLM (MTM-88681) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 39 East, PMM, Big Horn County, Montana Section 29: SW/4 SW/4 & SE/4 SE/4 Section 32: E/2 NE/4, W/2 NW/4, NE/4 SW/4 & NE/4 SE/4 Section 33: Lot 4 (41.52) and NW/4 SW/4 LEASE NO: 23 LESSOR: USDI-BLM (MTM-88682) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PMM, Big Horn County, Montana Section 1: Lot 1 (30.23), 4 (34.77), SE/4 NE/4, SW/4 NW/4, NW/4 SW/4, S/2 SW/4, NE/4 SE/4 Section 2: Lot 1 (34.72), SE/4 NE/4, SW/4 NW/4, NW/4 SW/4, S/2 SW/4, E/2 SE/4 Section 11: NE/4 NE/4, W/2 E/2, E/2 W/2 and SE/4 SE/4 Section 12: NE/4 NE/4 and S/2 LEASE NO: 24 LESSOR: USDI-BLM (MTM-88683) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PPM, Big Horn County, Montana Section 3: Lots 3 (42.92), 4 (39.64), 5 (43.06), SW/4 NE/4 and SE/4 NW/4 Section 4: Lots 3 (39.78), 4 (39.82), S/2 NW/4 Section 5: Lots 1 (39.82), 2 (39.76), 4 (39.66), SE/4 NE/4, S/2 NW/4, N/2 SW/4, and SW/4 SW/4 Section 6: Lots 1 (39.69), 12 (8.80), SE/4 NE/4 & NE/4 SE/4 LEASE NO: 25 LESSOR: USDI-BLM (MTM-88684) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PMM, Big Horn County, Montana Section 12: NW/4 NW/4 6 BIG HORN COUNTY, MONTANA PART 2 LEASE NO: 26 LESSOR: USDI-BLM (MTM-88685) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PMM, Big Horn County, Montana Section 14: SW/4 NW/4 & NW/4 SW/4 Section 22: Lot 2 (40.11) Section 23: N/2 NE/4 Section 26: E/2 NW/4 LEASE NO: 27 LESSOR: USDI-BLM (MTM-88686) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PMM, Big Horn County, Montana Section 17: N/2 SW/4 Section 18: Lot 5 (8.12) Section 21: NW/4 NW/4 LEASE NO: 28 LESSOR: USDI-BLM (MTM-88687) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PMM, Big Horn County, Montana Section 27: Lots 1 (43.60), 2 (40.32), 3 (40.32), 4 (43.30) 5 (42.79), 6 (40.48), 7 (40.76), 8 (41.04), 9 (43.81), N/2 SW/4, NW/4 SE/4 Section 33: N/2 S/2 and S/2 SW/4 Section 34: Lots 3 (38.77), 4 (39.57), 8 (40.75), 9 (39.37), 10 (39.39), 11 (40.25) and N/2 SW/4 LEASE NO: 29 LESSOR: USDI-BLM (MTM-88688) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 39 East, PMM, Big Horn County, Montana Section 29: NE/4 NE/4, S/2 NE/4, SW/4 NW/4 and N/2 S/2 Section 30: Lots 9 (3.64), 12 (3.64), SE/4 NE/4 & E/2 SE/4 Section 31: E/2 E/2 Section 32: W/2 LEASE NO: 30 LESSOR: USDI-BLM (MTM-88690) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 40 East, PMM, Big Horn County, Montana Section 1: SW/4 NE/4, SE/4 NW/4 & NW/4 SE/4 Section 19: NE/4 NW/4 Section 28: NE/4 NE/4 & SW/4 NW/4 LEASE NO: 31 LESSOR: USDI-BLM (MTM-88691) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 40 East, PMM, Big Horn County, Montana Section 6: NW/4 SE/4 Section 7: NW/4 NE/4 Section 17: SE/4 SE/4 7 BIG HORN COUNTY, MONTANA PART 2 Section 18: Lot 2 (38.15) LEASE NO: 32 LESSOR: USDI-BLM (MTM-88692) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 40 East, PMM, Big Horn County, Montana Section 12: SE/4 SW/4 and W/2 SE/4 Section 13: S/2 S/2 Section 14: S/2 N/2 and S/2 Section 15: SW/4 SE/4 LEASE NO: 33 LESSOR: USDI-BLM (MTM-88693) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 40 East, PMM, Big Horn County, Montana Section 19: SW/4 NE/4 Section 20: SE/4 SW/4 & SW/4 SE/4 Section 29: NW/4 NE/4 & NE/4 NW/4 Section 31: Lot 4 (38.83) Section 32: NE/4 NW/4 LEASE NO: 34 LESSOR: USDI-BLM (MTM-88694) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 40 East, PMM, Big Horn County, Montana Section 22: SE/4 SW/4 & S/2 SE/4 Section 27: N/2 N/2, SE/4 NE/4 & E/2 SE/4 Section 33: NW/4 NE/4, S/2 NE/4 Section 34: NE/4 NE/4, S/2 N/2 & SE/4 Section 35: ALL LEASE NO: 35 LESSOR: USDI-BLM (MTM-88695) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 40 East, PMM, Big Horn County, Montana Section 23: N/2 N/2, SE/4 NE/4, NE/4 SE/4 Section 24: N/2, N/2 S/2, SE/4 SW/4 & S/2 SE/4 Section 25: W/2 SW/4 & S/2 SE/4 Section 26: SW/4 NE/4, S/2 NW/4 & S/2 LEASE NO: 36 LESSOR: USDI-BLM (MTM-88696) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 40 East, PMM, Big Horn County, Montana Section 1: Lots 1 (37.12), 2 (38.38), 3 (38.23), 7 (39.38), E/2 SW/4 & W/2 SE/4 Section 2: Lots 1 (38.16), 2 (38.09), 3 (38.53), SW/4, NW/4 SE/4 & S/2 SE/4 Section 11: E/2 & E/2 SW/4 Section 12: N/2 & N/2 S/2 LEASE NO: 37 LESSOR: USDI-BLM (MTM-88697) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 40 East, PMM, Big Horn County, Montana Section 3: Lot 4 (37.79), SW/4 NE/4, S/2 S/2 & NE/4 SE/4 8 BIG HORN COUNTY, MONTANA PART 2 Section 4: Lots 1 (37.89), 2 (37.96), 3 (38.02), 4 (38.09), E/2 SW/4 & SE/4 LEASE NO: 38 LESSOR: USDI-BLM (MTM-88698) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 40 East, PMM, Big Horn County, Montana Section 11: NW/4 NW/4 LEASE NO: 39 LESSOR: USDI-BLM (MTM-88699) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 40 East, PMM, Big Horn County, Montana Section 21: NE/4, S/2 NW/4 & SW/4 Section 22: NW/4 NW/4, S/2 N/2, SE/4 Section 27: NE/4, S/2 NW/4, N/2 S/2 & SE/4 SE/4 Section 28: N/2, E/2 SW/4 & W/2 SE/4 LEASE NO: 40 LESSOR: USDI-BLM (MTM-88700) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 Sourth, Range 40 East, PMM, Big Horn County, Montana Section 23: W/2 NW/4 & S/2 Section 24: SW/4 Section 25: E/2, E/2 W/2 & NW/4 NW/4 Section 26: N/2 NE/4, SW/4 NE/4 & W/2 Section 35: W/2 LEASE NO: 41 LESSOR: USDI-BLM (MTM-88701) LESSEE: Roger D. Teselle LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 40 East, PMM, Big Horn County, Montana Section 29: N/2 & W/2 SW/4 Section 32: NW/4 NW/4, S/2 NW/4 & SW/4 Section 33: NW/4 & NE/4 SE/4 Section 34: E/2 NE/4, N/2 NW/4, SW/4 NW/4 & S/2 LEASE NO: 42 LESSOR: Paul V. Jones and Kandra Jones, individually and as husband and wife LESSEE: David J. Knapp LEASE DATE: May 1, 1998 PRIMARY TERM: 5 years RECORDED: Book 42, Page 1001 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 1: Lots 1, 2, 3, S/2 N/2 & S/2 Section 2: Lots 1, 2, S/2 N/2 & S/2 Section 3: S/2 N/2 & S/2 Section 4: Lots 7, 13 & 14 Section 8: NE/4 NE/4 Section 9: Lots 1, 2, NE/4 NW/4, N/2 NE/4 & SW/4 NE/4 Section 10: NE/4, S/2 & N/2 NW/4 Section 11: N/2, N/2 SE/4 & SE/4 SE/4 Section 12: All of Section Section 13: N/2, SE/4, NE/4 SW/4, S/2 SW/4 Section 14: E/2 NE/4, NE/4 SE/4 & S/2 SW/4 Section 17: S/2 NE/4, N/2 SE/4, E/2 SW/4 SE/4 Section 18: Lot 4, SE/4 SW/4 Section 19: Lots 1, 2, 3, 4, E/2 W/2, SE/4, S/2 NE/4, A/D/A Lots 1, 2, 3, 4, 7, 8, 9, 10, E/2 W/2, N/2 SE/4 Section 20: S/2 S/2 Section 23: North 30 Acres of NE/4 NW/4 9 BIG HORN COUNTY, MONTANA PART 2 Section 29: N/2 & N/2 S/2 Section 30: Lots 1, 2, 3, 4, E/2 NW/4, NE/4 SW/4, NE/4, N/2 SE/4, A/D/A Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, E/2 NW/4, NE/4 SW/4 Section 31: Lots 1, 2, SE/4 NW/4 Township 6 South, Range 40 East, M.P.M., Big Horn County, Montana Section 5: SE/4 NW/4 & SW/4 Section 6: Lots 4, 5, 6, 7, E/2 SE/4, SW/4 SE/4 Section 7: Lot 4 LEASE NO: 43 LESSOR: Thomas Adsit Credit Shelter Trust, represented herein by LaRena Adsit, also known as LaRena Lillian Adsit, Trustee LESSEE: David J. Knapp LEASE DATE: May 4, 1998 PRIMARY TERM: 5 years RECORDED: Book 42, Page 993 DESCRIPTION: Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 1: Lots 2, 3, SW/4 NE/4, SE/4 NW/4, NE/4 SW4, NW/4 SE/4 & S/2 SE/4 Section 13: SW/4 Section 14: SE/4 Section 23: S/2 NE/4, E/2 NW/4, NW/4 NW/4, N/2 SE/4 & E/2 SW/4 Section 24: NW/4 SW/4 & SE/4 Section 25: NE/4 & NW/4 NW/4 Section 26: NW/4 NE/4 Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 25: SW/4 Section 26: SE/4, E/2 SW/4, SE/4 NW/4 & SW/4 NE/4 Township 7 South, Range 40 East, M.P.M., Big Horn County, Montana Section 19: Lot 4, SE/4 SW4 & S/2 SE/4 lying West of County Road Section 30: Lot 1, E/2 NW/4, NE/4 SW/4 & E/2 lying West of County Road LEASE NO: 44 LESSOR: Charles E. Helvey and Lucie-Lee Helvey, individually and as husband and wife LESSEE: David J. Knapp LEASE DATE: May 6, 1998 PRIMARY TERM: 5 years RECORDED: Book 42, Page 997 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 32: S/2 SE/4 Section 33: Lots 7, 9, 10, 11, 12, S/2 SW/4 Section 34: SE/4 NE/4 & SW/4 Section 35: NW/4 & S/2 Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 2: Lots 2, 3, 4, SW/4 NE/4, SE/4 NW/4, NE/4 SW/4 & W/2 SE/4 Section 3: Lots 1, 2, 6, 7, SW/4 NW/4, SW/4 & W/2 SE/4 Section 4: Lots 1, 2, S/2 NE/4 & S/2 Section 5: SW/4 NE/4, SE/4, SE/4 SW/4 Section 7: SE/4 NE/4 Section 8: All of Section Section 9: All of Section Section 10: All of Section Section 11: W/2 NW/4 LEASE NO: 45 LESSOR: Nancy L. Burkhart trust, under Trust agreement dated November 19, 1980, represented herein by Nancy L. Rogers, Trustee LESSEE: David J. Knapp LEASE DATE: May 6, 1998 PRIMARY TERM: 5 years RECORDED: Book 42, Page 989 DESCRIPTION: Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 4: S/2 Section 7: SE/4 NE/4 Section 8: NW/4 NE/4, S/2 NE/4, NW/4 & S/2 Section 9: All of Section Section 10: Lots 1, 2, 3, 4, W/2 E/2, W/2 (All of Section) Section 11: W/2 NW/4 LEASE NO: 46 LESSOR: Karen Marie Nedens and Bjorn Michael Randall, as Co-Trustees under the will of Bertha M. Richard , a/k/a Bertha M. Randall 10 BIG HORN COUNTY, MONTANA PART 2 LESSEE: David J. Knapp LEASE DATE: May 12, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 443 DESCRIPTION: Township 6 South, Range 38 East, M.P.M., Big Horn County, Montana Section 25: SE/4 NE/4 & E/2 SE/4 Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 20: NE/4 SE/4 and S/2 S/2 Section 21: Lots 3 (30.22), 4 (29.85), S/2 NE/4, E/2 NW/4, W/2 SE/4 & SE/4 SE/4 Section 22: SW/4 SW/4 Section 28: Lot 1 (29.54), E/2 NW/4, N/2 NE/4 Section 29: NE/4, E/2 NW/4, NE/4 SW/4, N/2 SE/4 Section 30: Lots 2 (31.50), 3 (31.58), 4 (31.64), NE/4 SW/4 & NW/4 SE/4 Section 31: Lots 1 (31.71), 2 (31.77) & SE/4 NW/4 Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 2: Lots 2 (34.71), 3 (34.71), 4 (34.70), SE/4 NW/4, SW/4 NE/4, W/2 SE/4, NE/4 SW/4 LEASE NO: 47 LESSOR: Donald C. Randall and Elizabeth F. Randall, husband and wife LESSEE: David J. Knapp LEASE DATE: May 12, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 190 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 4: Lots 1 (40.44), 2 (40.44), 3 (37.02), 4 (36.89), 5 (37.97), 6 (37.88), 8 (28.82), 9 (30.77), 10 (30.77), 11 (30.77), 12 (30.77), S/2 NW/4 Section 5: Lots 1 (40.42), 2 (40.38), 3 (40.34) & 4 (40.30), S/2 N/2, SW/4, N/2 SE/4 & SE/4 SE/4 Section 6: Lots 1 (40.25), 4 (30.54), 5 (30.59), 6 (30.65), SE/4 NW/4, S/2 NE/4, N/2 SE/4 & NE/4 SW/4 Section 8: W/2 NE/4, E/2 NW/4 LESS 4.25 acres, more or less, more fully described in Book 18, Page 463 Section 35: S/2 Township 6 South, Range 38 East, M.P.M., Big Horn County, Montana Section 1: Lots 3 (11.66), 4 (11.56), SE/4 NE/4 & NE/4 SE/4 LEASE NO: 48 LESSOR: Patricia May Cox and Donald L. Cox, wife and husband LESSEE: David J. Knapp LEASE DATE: May 12, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 789 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 4: Lots 1 (40.44), 2 (40.44), 3 (37.02), 4 (36.89), 5 (37.97), 6 (37.88), 8 (28.82), 9 (30.77), 10 (30.77), 11 (30.77), 12 (30.77), S/2 NW/4 Section 5: Lots 1 (40.42), 2 (40.38), 3 (40.34), 4 (40.30), S/2 N/2, SW/4, N/2 SE/4 & SE/4 SE/4 Section 6: Lots 1 (40.25), 4 (30.54), 5 (30.59), 6 (30.65), SE/4 NW/4, S/2 NE/4, N/2 SE/4 & NE/4 SW/4 Section 8: W/2 NE/4, E/2 NW/4, LESS 4.25 acres more or less, more fully described in Book 18, Page 463 Section 35: S/2 Township 6 South, Range 38 East, M.P.M., Big Horn County, Montana Section 1: Lots 3 (11.66), 4 (11.56), SE/4 NE/4 & NE/4 SE/4 LEASE NO: 49 LESSOR: W. W. Caddell and Johnnie M. Caddell, individually and as husband and wife LESSEE: David J. Knapp LEASE DATE: May 13, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 77 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 25: E/2 SE/4, NW/4 SE/4 & SE/4 NE/4 Township 6 South, Range 40 East, Big Horn County, Montana Section 30: Lots 2 (38.16), 4 (38.64), SE/4 NW/4, S/2 NE/4, E/2 SW/4 & SE/4 Section 31: Lots 1 (38.77), 2 (38.79), NE/4 NW/4, NW/4 NE/4 LEASE NO: 50 11 BIG HORN COUNTY, MONTANA PART 2 LESSOR: Marion V. Cotton, also known as Marian V. Cotton, a widow LESSEE: David J. Knapp LEASE DATE: May 13, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 81 DESCRIPTION: Township 7 South, Range 40 East, M.P.M., Big Horn County, Montana Section 9: W/2 NE/4, E/2 NW/4 & SW/4 Section 15: W/2 SW/4 Section 16: S/2 NW/4, NE/4 SW/4 & N/2 SE/4 Section 17: NE/4, W/2 SE/4, SE/4 SE/4 Section 20: NE/4 NE/4 Section 21: N/2 NW/4 LEASE NO: 51 LESSOR: The Frank Harvey Trust, represented herein by Frank D. Harvey, also known as Frank Daniel Harvey, and Rino Harvey, Trustees LESSEE: David J. Knapp LEASE DATE: May 14, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 88 DESCRIPTION: Township 6 South, Range 39 East, Big Horn County, Montana Section 14: W/2 SE/4 & SE/4 SE/4 Section 23: NE/4 Section 24: SW/4 NW/4 LEASE NO: 52 LESSOR: Lula J. Walthall LESSEE: David J. Knapp LEASE DATE: May 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 236, Big Horn County DESCRIPTION: Only insofar as lease covers the following described lands: Township 7 South, Range 40 East, M.P.M., Big Horn County, Montana Section 1: Lots 4 (38.07), 5 (38.81), 6 (39.09), SW/4 NE/4, S/2 NW/4, W/2 SW/4 Section 2: SE/4 NE/4 & NE/4 SE/4 Township 6 South, Range 40 East, M.P.M., Big Horn County, Montana Section 25: E/2 SW/4 & N/2 SE/4 LEASE NO: 53 LESSOR: Maurice K. Howie, Trustee under that certain Trust Agreement dated September 27, 1991 LESSEE: David J. Knapp LEASE DATE: May 18, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 194 DESCRIPTION: Township 7 South, Range 40 East, Big Horn County, Montana Section 10: S/2 SW/4 Section 14: SW/4 SW/4 Section 15: SW/4 NE/4, NW/4, SE/4 SW/4, NW/4 SE/4 & S/2 SE/4 Section 21: E/2 SE/4 Section 22: N/2 NE/4, NE/4 NW/4 & SW/4 Section 27: N/2 NW/4 LEASE NO: 54 LESSOR: Shirley Mahoney Sterling, dealing in her sole and separate property LESSEE: David J. Knapp LEASE DATE: May 26, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 339 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 14: SW/4 NE/4, S/2 NW/4, & N/2 SW/4 Section 15: S/2 NE/4 LEASE NO: 55 LESSOR: STANDARD ENERGY CORPORATION, a Utah Corporation LESSEE: SAVANT RESOURCES LLC LEASE DATE: June 5, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 477, Big Horn County DESCRIPTION: Only insofar as lease covers the following described lands: Township 6 South, Range 40 East, M.P.M., Big Horn County, Montana Section 1: SE/4 SE/4 Section 2: Lot 4 (36.78), SW/4 NW/4, W/2 SW/4, SE/4 SW/4 & S/2 SE/4 Section 3: Lots 1 (37.24), 2 (37.77), 3 (38.29), 4 (38.82), S/2 N/2, N/2 SW/4 & SW/4 SW/4 12 BIG HORN COUNTY, MONTANA PART 2 Section 4: Lots 1 (39.25), 2 (39.59), 3 (39.93), S/2 NE/4, SE/4 NW/4, NE/4 SW/4, N/2 SE/4 Section 11: N/2 and SE/4 Section 12: N/2 NE/4, SW/4 NE/4, NW/4, N/2 SW/4, SW/4 SW/4 & E/2 SE/4 Section 13: N/2 & N/2 S/2 Section 14: N/2 NE/4 & NE/4 NW/4 Section 23: SE/4 SE/4 Section 24: SW/4 SW/4 Section 25: N/2 Section 26: E/2 NE/4 LEASE NO: 56 LESSOR: Peggy Sauer Kirkemo, individually, and as Trustee of that Inter Vivos Trust Agreement dated the 30th day of July, 1981, restated the 8th day of April 1991 LESSEE: David J. Knapp LEASE DATE: June 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 797 DESCRIPTION: Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana Section 10: S/2 NE/4 & N/2 SE/4 Section 11: SW/4 NW/4, N/2 SW/4 & NW/4 SE/4 Section 12: E/2 SE/4 Section 13: NE/4, NE/4 NW/4, NE/4 SE/4, S/2 SE/4, SE/4 SW/4, LESS all that portion of Section 13 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Township 8 South, Range 41 East, M.P.M., Big Horn County, Montana Section 5: E/2 SW/4 & SW/4 SW/4 Section 7: Lots 2, 3, 4, N/2 NE/4, SW/4 NE/4, E/2 NW/4 & NE/4 SW/4 Section 8: NW/4 NW/4 Section 18: Lots 1, 2, 3, 4, LESS all that portion of Section 18 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Section 19: Lot 1 & NE/4 NW/4 LEASE NO: 57 LESSOR: Margaret Agnes Kirkemo, a single woman LESSEE: David J. Knapp LEASE DATE: June 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 801 DESCRIPTION: Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana Section 10: S/2 NE/4 & N/2 SE/4 Section 11: SW/4 NW/4, N/2 SW/4 & NW/4 SE/4 Section 12: E/2 SE/4 Section 13: NE/4, NE/4 NW/4, NE/4 SE/4, S/2 SE/4, SE/4 SW/4, LESS all that portion of Section 13 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Township 8 South, Range 41 East, M.P.M., Big Horn County, Montana Section 5: E/2 SW/4, SW/4 SW/4 Section 7: Lots 2, 3, 4, N/2 NE/4, SW/4 NE/4, E/2 NW/4 & NE/4 SW/4 Section 8: NW/4 NW/4 Section 18: Lots 1, 2, 3, 4, LESS all that portion of Section 18 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Section 19: Lot 1, NE/4 NW/4 LEASE NO: 58 LESSOR: Bobbee Elliott, a/k/a Bobbee Elliot, dealing in her sole and separate property LESSEE: David J. Knapp LEASE DATE: June 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 793 DESCRIPTION: Township 7 1/2 South, Range 40 East, M.P.M., Big Horn County, Montana Section 35: SW/4 SE/4, S/2 SW/4 Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana Section 1: Lots 3, 4, S/2 NW/4 Section 2: Lots 2, 3, 4 Section 3: Lot 1, SE/4 NE/4 Section 10: S/2 NE & N/2 SE/4 Section 11: SW/4 NW/4, N/2 SW/4 & NW/4 SE/4 Section 12: E/2 SE/4 Section 13: NE/4, NE/4 NW/4, NE/4 SE/4, S/2 SE/4, SE/4 SW/4, LESS all that portion of Section 13 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 13 BIG HORN COUNTY, MONTANA PART 2 Township 8 South, Range 41 East, M.P.M., Big Horn County, Montana Section 5: E/2 SW/4 & SW/4 SW/4 Section 7: Lots 2, 3, 4, N/2 NE/4, SW/4 NE/4, E/2 NW/4 & NE/4 SW/4 Section 8: NW/4 NW/4 Section 18: Lots 1, 2, 3, 4, LESS all that portion of Section 18 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Section 19: Lot 1 & NE/4 NW/4 LEASE NO: 59 LESSOR: Jackie Powell, dealing in her sole and separate property LESSEE: David J. Knapp LEASE DATE: June 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 536 DESCRIPTION: Township 7 1/2 South, Range 40 East, M.P.M., Big Horn County, Montana Section 35: SW/4 SE/4, S/2 SW/4 Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana Section 1: Lots 3, 4, S/2 NW/4 Section 2: Lots 2, 3, 4 Section 3: Lot 1, SE/4 NE/4 Section 10: S/2 NE & N/2 SE/4 Section 11: SW/4 NW/4, N/2 SW/4 & NW/4 SE/4 Section 12: E/2 SE/4 Section 13: NE/4, NE/4 NW/4, NE/4 SE/4, S/2 SE/4, SE/4 SW/4, LESS all that portion of Section 13 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Township 8 South, Range 41 East, M.P.M., Big Horn County, Montana Section 5: E/2 SW/4 & SW/4 SW/4 Section 7: Lots 2, 3, 4, N/2 NE/4, SW/4 NE/4, E/2 NW/4 & NE/4 SW/4 Section 8: NW/4 NW/4 Section 18: Lots 1, 2, 3, 4, LESS all that portion of Section 18 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Section 19: Lot 1 & NE/4 NW/4 LEASE NO: 60 LESSOR: Robert E. Lee and Georgann Lee, husband and wife LESSEE: David J. Knapp LEASE DATE: June 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 532 DESCRIPTION: Township 7 1/2 South, Range 40 East, M.P.M., Big Horn County, Montana Section 35: SW/4 SE/4, S/2 SW/4 Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana Section 1: Lots 3, 4, S/2 NW/4 Section 2: Lots 2, 3, 4 Section 3: Lot 1, SE/4 NE/4 Section 10: S/2 NE & N/2 SE/4 Section 11: SW/4 NW/4, N/2 SW/4 & NW/4 SE/4 Section 12: E/2 SE/4 Section 13: NE/4, NE/4 NW/4, NE/4 SE/4, S/2 SE/4, SE/4 SW/4, LESS all that portion of Section 13 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Township 8 South, Range 41 East, M.P.M., Big Horn County, Montana Section 5: E/2 SW/4 & SW/4 SW/4 Section 7: Lots 2, 3, 4, N/2 NE/4, SW/4 NE/4, E/2 NW/4 & NE/4 SW/4 Section 8: NW/4 NW/4 Section 18: Lots 1, 2, 3, 4, LESS all that portion of Section 18 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Section 19: Lot 1 & NE/4 NW/4 LEASE NO: 61 LESSOR: Belle Thompson, a single woman LESSEE: David J. Knapp LEASE DATE: June 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 43, Page 528 DESCRIPTION: Township 7 1/2 South, Range 40 East, M.P.M., Big Horn County, Montana Section 35: SW/4 SE/4, S/2 SW/4 Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana 14 BIG HORN COUNTY, MONTANA PART 2 Section 1: Lots 3, 4, S/2 NW/4 Section 2: Lots 2, 3, 4 Section 3: Lot 1, SE/4 NE/4 Section 10: S/2 NE & N/2 SE/4 Section 11: SW/4 NW/4, N/2 SW/4 & NW/4 SE/4 Section 12: E/2 SE/4 Section 13: NE/4, NE/4 NW/4, NE/4 SE/4, S/2 SE/4, SE/4 SW/4, LESS all that portion of Section 13 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Township 8 South, Range 41 East, M.P.M., Big Horn County, Montana Section 5: E/2 SW/4 & SW/4 SW/4 Section 7: Lots 2, 3, 4, N/2 NE/4, SW/4 NE/4, E/2 NW/4 & NE/4 SW/4 Section 8: NW/4 NW/4 Section 18: Lots 1, 2, 3, 4, LESS all that portion of Section 18 conveyed to the State Water Conservation Board recorded in Deed Book 23, at Page 202 Section 19: Lot 1 & NE/4 NW/4 LEASE NO: 62 LESSOR: State of Montana #32, 926-98 LESSEE: David J. Knapp LEASE DATE: September 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 8 South, Range 40 East, M.P.M., Big Horn County, Montana Section 35: Part NE/4 SE/4: Starting at the SE corner of Section 35, T. 8 S., R. 40 E., and running thence northerly 1,710.0 feet to the point of beginning; thence N. 54 degrees 31' W., 1,111.4 feet; thence N. 7 degrees 26' E., 231.9 feet; thence S. 77 degrees 37' E., 210.0 feet; thence S. 64 degrees 28' E., 742.5 feet; thence south and along the east line of said Section 35, 510.0 feet to the point of beginning and containing 8.14 acres more or less. LEASE NO: 63 LESSOR: USDI-BLM (MTM-88702) LESSEE: David J. Knapp LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7.5 South, Range 41 East, PMM, Big Horn County, Montana Section 31: Lots 1-6 incl.; NE/4 SW/4, N/2 SE Section 32: Lot 4, NW SW Section 33: Lots 1, 2; S/2 NW/4 SW/4, S/2 SW, SE/4 LEASE NO: 64 LESSOR: USDI-BLM (MTM-88703) LESSEE: David J. Knapp LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 8 South, Range 41 East, PMM, Big Horn County, Montana Section 4: Lots 1, 2, 3, 4; S/2 NE/4, SE/4 NW/4, S/2 Section 5: E/2 SE/4 Section 9: All LEASE NO: 65 LESSOR: USDI-BLM (MTM-88704) LESSEE: David J. Knapp LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 8 South, Range 41 East, PMM, Big Horn County, Montana Section 6: Lots 3-7 incl.; SW/4 NE/4, SE/4 NW/4, E/2 SW/4, W/2 SE/4 Section 7: Lots 1; SE/4 NE/4, SE/4 SW/4, SE/4 Section 8: NE/4, NE/4 NW/4, S/2 NW/4, N/2 SW/4, SW/4 SW/4, NW/4 SE/4 LEASE NO: 66 LESSOR: USDI-BLM (MTM-88705) LESSEE: David J. Knapp LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 8 South, Range 41 East, PMM, Big Horn County, Montana Section 17: NE/4, S/2 NW/4, NE/4 SW/4, N/2 SE/4 Section 18: E/2, E/2 W/2 Section 19: Lots 2, 3, 4; N/2 NE/4, SE/4 NW/4, E/2 SW/4 15 BIG HORN COUNTY, MONTANA PART 2 LEASE NO: 67 LESSOR: USDI-BLM (MTM-88706) LESSEE: David J. Knapp LEASE DATE: November 1, 1998 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 8 South, Range 41 East, PMM, Big Horn County, Montana Section 20: S/2 S/2 Section 21: S/2 LEASE NO: 68 LESSOR: Rose Hamblin and Melvin Hamblin, wife and husband LESSEE: Triangle Three Inc. LEASE DATE: February 9, 2001 PRIMARY TERM: 5 years RECORDED: Book 58, Page 541 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 22: SE/4 NW/4, SW/4 NE/4, E/2 SW/4, W/2 SE/4, SE/4 SE/4 Section 26: W/2 SW/4 Section 27: S/2 NE/4, SE/4, W/2 Section 28: Lots 2 (28.75), 3 (29.71), 4 (34.16), E/2 SW/4, S/2 NE/4, SE/4 Section 29: SE/4 SW/4, SW/4SE/4 Section 31: Lot 3 (31.83), NE/4 SW/4, SE/4 Section 32: W/2 NE/4, E/2 NW/4, W/2 SW/4, SE/4 SW/4, NW/4 SE/4, S/2 SE/4 Section 33: Lots 1 (38.89), 2 (39.10), 3 (40.95), 5 (41.48), 6 (40.95), 7 (39.05), 8 (38.84), 9 (37.56), 10 (37.56), 11 (37.51), 12 (37.51), NE/4 SW/4, S/2 SW/4 Section 34: NE/4, SW/4 Section 35: NW/4 Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 3: Lots 1 (39.68), 2 (39.68), 6 (42.82), 7 (42.60), SW/4 NW/4, SW/4, W/2 SE/4 Section 4: Lots 1 (39.70), 2 (39.74), S/2 NE/4 Section 5: Lot 3 (39.72), SW/4 NE/4, SE/4 SW/4, SE/4 Section 8: NE/4 NE/4 LEASE NO: 69 LESSOR: Weldon Curran and Mary I. Curran, husband and wife LESSEE: Triangle Three Inc. LEASE DATE: February 6, 2001 PRIMARY TERM: 5 years RECORDED: Book 58, Page 544 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana Section 22: SE/4 NW/4, SW/4 NE/4, E/2 SW/4, W/2 SE/4, SE/4 SE/4 Section 26: W/2 SW/4 Section 27: S/2 NE/4, SE/4, W/2 Section 28: Lots 2 (28.75), 3 (29.71), 4 (34.16), E/2 SW/4, S/2 NE/4, SE/4 Section 29: SE/4 SW/4, SW/4SE/4 Section 31: Lot 3 (31.83), NE/4 SW/4, SE/4 Section 32: W/2 NE/4, E/2 NW/4, W/2 SW/4, SE/4 SW/4, NW/4 SE/4, S/2 SE/4 Section 33: Lots 1 (38.89), 2 (39.10), 3 (40.95), 5 (41.48), 6 (40.95), 7 (39.05), 8 (38.84), 9 (37.56), 10 (37.56), 11 (37.51), 12 (37.51), NE/4 SW/4, S/2 SW/4 Section 34: NE/4, SW/4 Section 35: NW/4 Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 3: Lots 1 (39.68), 2 (39.68), 6 (42.82), 7 (42.60), SW/4 NW/4, SW/4, W/2 SE/4 Section 4: Lots 1 (39.70), 2 (39.74), S/2 NE/4 Section 5: Lot 3 (39.72), SW/4 NE/4, SE/4 SW/4, SE/4 Section 8: NE/4 NE/4 LEASE NO: 70 LESSOR: John Curran, Jr aka Johnny Curran and Delores E. Curran, husband and wife LESSEE: McCartney Petroleum Inc. LEASE DATE: March 15, 2003 PRIMARY TERM: 3 years from April 26, 2003 RECORDED: Book 69 Page 996 DESCRIPTION: Township 6 South, Range 39 East, M.P.M., Big Horn County, Montana 16 BIG HORN COUNTY, MONTANA PART 2 Section 22: SE/4 NW/4, SW/4 NE/4, E/2 SW/4, W/2 SE/4, SE/4 SE/4 Section 26: W/2 SW/4 Section 27: S/2 NE/4, SE/4, W/2 Section 28: Lots 2 (28.75), 3 (29.71), 4 (34.16), E/2 SW/4, S/2 NE/4, SE/4 Section 29: SE/4 SW/4, SW/4SE/4 Section 31: Lot 3 (31.83), NE/4 SW/4, SE/4 Section 32: W/2 NE/4, E/2 NW/4, W/2 SW/4, SE/4 SW/4, NW/4 SE/4, S/2 SE/4 Section 33: Lots 1 (38.89), 2 (39.10), 3 (40.95), 5 (41.48), 6 (40.95), 7 (39.05), 8 (38.84), 9 (37.56), 10 (37.56), 11 (37.51), 12 (37.51), NE/4 SW/4, S/2 SW/4 Section 34: NE/4, SW/4 Section 35: NW/4 Township 7 South, Range 39 East, M.P.M., Big Horn County, Montana Section 3: Lots 1 (39.68), 2 (39.68), 6 (42.82), 7 (42.60), SW/4 NW/4, SW/4, W/2 SE/4 Section 4: Lots 1 (39.70), 2 (39.74), S/2 NE/4 Section 5: Lot 3 (39.72), SW/4 NE/4, SE/4 SW/4, SE/4 Section 8: NE/4 NE/4 LEASE NO: LESSOR: USDI-BLM (MTM-89289) LESSEE: W. H. Champion LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 8 South, Range 43 East, Big Horn County, Montana Section 4: S1/2NW1/4 Section 5: S1/2NE1/4 END OF EXHIBIT "A" Return to: 17 EXHIBIT A CAMPBELL AND CONVERSE COUNTIES, WYOMING Attached to and made a part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following described Leases and Lands
SERIAL NO. PROSPECT MINERAL ORIGINAL LESSOR DATED LEGAL ACRES OR BOOK TERM NAME OWNER BLM 7/1/1995 T41N, R72W, Section 4: 840.04 WYW- 10 yrs Glasgow United States NESW, Section 7: Lot 4, 136948 of America NENE, SENW, NESW; Section 8: SWNE, N/2NW, NWSE; Section 18: E/2NE; Section 19: L State of Wyoming 11/2/1998 T41N, R72W, Section 16: 640.00 98-00449 5 yrs Glasgow State of All Wyoming State of Wyoming 11/2/1998 T41N, R72W, Section 29: 120.00 98-00450 5 yrs Glasgow State of S/2SW, SWSE Wyoming State of Wyoming 12/1/1997 T41N, R72W, Section 31: 40.00 97-00600 5 yrs Glasgow State of SESE Wyoming State of Wyoming 11/2/1998 T41N, R72W, Section 32: 80.00 98-00451 5 yrs Glasgow State of N/2NE Wyoming BLM 7/1/1993 T55N, R74W, Section 1: 1091.17 WYW- 10 yrs West Recluse United States E/2SW; Section 2: Lots 9, 129531 of America 10, W/2SE; Section 3: Lot 9; Section 5: Lots 7-12; Section 6: SESE; Section 7: Dianna Engler 4/25/2002 T55N, R74W, Section 1: 203.73 1759 4 yrs West Recluse Dianna Engler W/2SW; Section 2: SESE, Lot 5; Section 11: Lot 1; Section 12: Lot 3 Wilma Villicano 4/25/2002 T55N, R74W, Section 1: 203.73 1759 4 yrs West Recluse Wilma W/2SW; Section 2: SESE, Villicano Lot 5; Section 11: Lot 1; Section 12: Lot 3 Maycle Wood 4/25/2002 T55N, R74W, Section 1: 203.73 1759 4 yrs West Recluse Maycle Wood W/2SW; Section 2: SESE, Lot 5; Section 11: Lot 1; Section 12: Lot 3
Viola Ross 4/25/2002 T55N, R74W, Section 1: 203.73 1759 4 yrs West Recluse Viola Ross W/2SW; Section 2: SESE, Lot 5; Section 11: Lot 1; Section 12: Lot 3 Tony Tays 4/25/2002 T55N, R74W, Section 1: 203.73 1759 4 yrs West Recluse Tony Tays W/2SW; Section 2: SESE, Lot 5; Section 11: Lot 1; Section 12: Lot 3 BLM 4/1/1995 T55N, R74W, Section 2: 40.00 WYW- 10 yrs West Recluse United States NESE 135508 of America Fred & Eva Dabney 9/13/2002 T55N, R74W, Section 3: 48.26 3 yrs West Recluse Eva L. Dabney Lot 8, W/2SENW Milton A Middleswart 9/13/2002 T55N, R74W, Section 3: 48.26 1797 3 yrs West Recluse Milton A. Lot 8, W/2SENW Middleswart Florence E. Miller 3/10/1997 T55N, R74W, Section 3: 48.26 1422 West Recluse Florence E. Lot 8, W/2SENW Bryant Dorie J. Barbe 11/25/1998 T55N, R74W, Section 5: 40.00 1528 5 yrs West Recluse Bow & Arrow Tract 74 (AKA NESW) Ranch Inc. James & Dana 5/29/1998 T55N, R74W, Section 5: 40.00 1493 5 yrs West Recluse James & Dana Delaney Tract 74 (AKA NESW) Delaney BLM 11/1/1993 T55N, R74W, Section 8: 37.89 WYW- 10 yrs West Recluse United States Lot 3 159616 of America Doris Chaffin 11/26/2002 T55N, R74W, Section 12: 128.33 1817 5 yrs West Recluse Doris Chaffin Lots 4, 8, 9, 10, SENW

Interests of Dolphin Energy Corporation in all Leases are subject to a drilling commitment in a Letter of Intent between Dolphin Energy Corporation and Tower Colombia Corporation, North Finn, LLC and American Oil & Gas, Inc. dated June 16, 2004 EXHIBIT "A" CUSTER COUNTY, MONTANA Attached to and made a part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following Leases and Lands:
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE MTM-89055 Bureau of Land Management W. H. Champion 4/1/1999 Township 1 North-Range 46 East 960.00 Doc. # 112516 Section 28: S1/2 Section 34: All MTM-89557 Bureau of Land Management W. H. Champion 12/1/1999 Township 1 North-Range 46 East 1,632.05 Section 14: S1/2 Section 18: Lots 1,2, E1/2NW1/4, NE1/4 Section 20: NE1/4NE1/4, W1/2NW1/4, SE1/4SW1/4, SE1/4 Section 24: Lot 1, NW1/4NE1/4, NW1/4, W1/2SW1/4 Section 30: Lots 1,2, E1/2NW1/4, NE1/4 33, 309-99 State of Montana W. H. Champion 9/8/1999 Township 1 North, Range 46 East 640.00 Doc. # 112779 Section 16: All 33, 310-99 State of Montana W. H. Champion 9/8/1999 Township 1 North, Range 46 East 640.00 Doc. # 112778 Section 36: All NAMI-1 Douglas A. Cahill and W. H. Champion 1/14/2000 Township 1 South, Range 46 East 658.10 Doc. # 114403 Shelly S. Cahill, husband & (Powder River) wife Section 2: Lots 3(48.97), 4(49.13), 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: S1/2 NAMI-2 Richard E. Hough, aka W. H. Champion 1/17/2000 Township 1 South, Range 46 East 800.00 Doc. # 114404 R. E. Hough and Nicole (Powder River) Hough, husband & wife Section 2: Lots 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All
Page 1 NAMI-4 Thelma Ilene Ballensky, W. H. Champion 3/16/2000 Township 1 South, Range 46 East 978.10 Doc. # 114408 a married woman (Powder River) Section 2: Lots 3(48.97), 4(49.13), 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All NAMI-5 Ethel C. Ewing Saunders, W. H. Champion 3/16/2000 Township 1 South, Range 46 East 978.10 Doc. # 114409 a married woman (Powder River) Section 2: Lots 3(48.97), 4(49.13), 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All NAMI-6 Wanda Yvetta McIntosh, aka W. H. Champion 5/23/2000 Township 1 South, Range 46 East 978.10 Doc. # 114881 Wanda Yvette McIntosh, (Powder River) a widow Section 2: Lots 3(48.97), 4(49.13), 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All NAMI-7 Betty L. Nesbit, fka Betty W. H. Champion 3/16/2000 Township 1 North, Range 46 East 320.00 Doc. # 114402 L. McLean, a married woman (Custer) Section 32: N1/2 NAMI-8 Catherine Lee Clarkin Saltz, W. H. Champion 3/16/2000 Township 1 North, Range 46 East 320.00 Doc. # 114407 a married woman (Custer) Section 32: N1/2 NAMI-9 Margaret Julia Tooke, W. H. Champion 3/16/2000 Township 1 North, Range 46 East 320.00 Doc. # 114410 a widow (Custer) Section 32: N1/2

Page 2 EXHIBIT "B" NO LEASES IN THIS COUNTY EXHIBIT "C" NO WELLS IN THIS COUNTY EXHIBIT "A" POWDER RIVER COUNTY, MONTANA Attached to and made a part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following described Leases and Lands.
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 1 Donald T. Sterling and W. H. Champion 12/18/1998 Township 4 South, Range 48 East 1240.52 58 821 Daisy E. Sterling, Section 32: N1/2, SW1/4 husband and wife Township 5 South, Range 48 East Section 5: Lots 2(40.15), 3(40.25), 4(40.35), SW1/4NE1/4, S1/2NW1/4 Section 6: Lots 1(40.35), 2(40.25), 3(40.15), 5(39.45), 6(39.57), S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, SE1/4 2 Dennis Lyda and Bonnie A. Lyda, W. H. Champion 12/18/1998 Township 5 South, Range 47 East 1678.33 58 693 husband and wife Section 1: Lots 1(41.88), 2(38.20), 3(38.52), N1/2, N1/2SW1/4, NW1/4SE1/4 Section 23: NE1/4NE1/4, S1/2NE1/4, NW1/4, N1/2SW1/4, SE1/4SW1/4, SE1/4 Section 25: W1/2SW1/4 Section 26: SW1/4NE1/4, N1/2NW1/4, SE1/4NW1/4, E1/2SE1/4 Section 34: SW1/4NE1/4, W1/2NW1/4, SE1/4NW1/4 Section 35: NE1/4NE1/4 Township 5 South, Range 48 East Section 6: Lot 4(39.73) 3 Sterling and Lyda, Inc., W. H. Champion 12/18/1998 Township 5 South, Range 47 East 120.00 58 697 a Montana Corporation Section 26: N1/2NE1/4, SE1/4NE1/4
Page 1
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 4 Donald A. Ottesen and W. H. Champion 1/5/1999 Township 5 South, Range 48 East 1678.69 58 669 Lucille M. Ottesen, husband and Section 18: Lots 1(39.57), 2(39.64), wife 3(39.70), 4(39.77), NW1/4NE1/4, E1/2W1/2 less a 0.81 acre tract in the NW1/4NE1/4as more completely descrobed in Book 10, page 360 Section 19: Lots 3(39.93), 4(39.97), E1/2W1/2 Section 30: Lot 1(40.00), NE1/4NW1/4 Township 5 South, Range 47 East Section 12: Lots 3(40.00), 4(40.00), 5(40.00), 6(40.00), 10(40.00), 11(40.00), 12(40.00), 14(40.00), 15(40.00), W1/2 Section 13: Lots 1(40.92), 2(40.00), 3(40.00), 4(40.00), NW1/4 5 Gali Ranch, Inc., a Montana W. H. Champion 1/5/1999 Township 4 South, Range 49 East 3,432.01 58 629 Corporation Section 18: S1/2S1/2S1/2SE1/4NE1/4 Section 20: NW1/4NW1/4 Section 28: SE1/4NE1/4, S1/2 Section 29: SW1/4NE1/4, S1/2NW1/4, SW1/4, NW1/4SE1/4, E1/2SE1/4 Section 30: SE1/4NE1/4, SE1/4 Section 31: Lots 9(40.00), 10(40.00), 12(42.47), 13(42.46) Section 32: Lots 3(40.00), 4(40.00), 5(40.00), 6(40.00), NW1/4 Section 33: Lots 1(40.00), 2(40.00), 7(40.00), 8(40.00), 9(41.28), 10(41.55), NE1/4, E1/2NW1/4 Township 5 South, Range 48 East Section 1: Lot 1(40.00), SW1/4, SE1/4SE1/4 Section 2: Lot 1(40.01), S1/2NE1/4, NE1/4SE1/4 Section 12: N1/2NE1/4, E1/2W1/2 Section 13: NE1/4NW1/4 Section 14: S1/2NE1/4, SE1/4 Township 5 South, Range 49 East Section 5: Lots 3(40.93), 4(40.85), SW1/4NW1/4 Section 6: Lots 4(46.18), 5(45.70), 6(45.58), S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, N1/2SE1/4, SW1/4SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 6 Oral Lei Ranch, W. H. Champion 1/5/1999 Township 5 South, Range 48 East 1,833.93 58 645 a Montana Corporation Section 7: Lots 2(39.38), 3(39.44), SE1/4NW1/4 N1/2NE1/4SW1/4, N1/2NW1/4SE1/4 Section 20: E1/2NE1/4 Section 21: N1/2, SE1/4, E1/2SW1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: W1/2SW1/4 Section 29: W1/2NE1/4, NW1/4, N1/2SW1/4, NW1/4SE1/4 less a 5.00 acre tract in the northeast corner of the NW1/4NE1/4 deeded to School District 89 of Powder River County, MT as more completely described in Book 1 of deeds, page 470 Section 31: Lot 1(40.00), NE1/4NW1/4, N1/2NE1/4 Township 5 South, Range 47 East Section 12: Lots 1(38.15), 2(40.00), 7(40.00), 8(38.85), 9(39.55) 6-A Charles S. Lei and Joyce Lei, W. H. Champion 1/5/1999 Township 5 South, Range 48 East 1793.93 58 650 husband and wife Section 7: Lots 2(39.38), 3(39.44), SE1/4NW1/4 Section 20: E1/2NE1/4 Section 21: N1/2, SE1/4, E1/2SW1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: W1/2SW1/4 Section 29: W1/2NE1/4, NW1/4, N1/2SW1/4, NW1/4SE1/4 less a 5.00 acre tract in the northeast corner of the NW1/4NE1/4 deeded to School District 89 of Powder River County, MT as more completely described in Book 1 of deeds, page 470 Section 31: Lot 1(40.00), NE1/4NW1/4, N1/2NE1/4 Township 5 South, Range 47 East Section 12: Lots 1(38.15), 2(40.00), 7(40.00), 8(38.85), 9(39.55) 6-B Jon Ann Gamble and W. H. Champion 1/6/1999 Township 5 South, Range 48 East 1793.93 58 653
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE William Gamble, wife and husband Section 7: Lots 2(39.38), 3(39.44), SE1/4NW1/4 Section 20: E1/2NE1/4 Section 21: N1/2, SE1/4, E1/2SW1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: W1/2SW1/4 Section 29: W1/2NE1/4, NW1/4, N1/2SW1/4, NW1/4SE1/4 less a 5.00 acre tract in the northeast corner of the NW1/4NE1/4 deeded to School District 89 of Powder River County, MT as more completely described in Book 1 of deeds, page 470 Section 31: Lot 1(40.00), NE1/4NW1/4, N1/2NE1/4 Township 5 South, Range 47 East Section 12: Lots 1(38.15), 2(40.00), 7(40.00), 8(38.85), 9(39.55) 6-C Clara J. Anderson and George M. W. H. Champion 1/6/1999 Township 5 South, Range 48 East 1793.93 58 656 Anderson, wife and husband Section 7: Lots 2(39.38), 3(39.44), SE1/4NW1/4 Section 20: E1/2NE1/4 Section 21: N1/2, SE1/4, E1/2SW1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: W1/2SW1/4 Section 29: W1/2NE1/4, NW1/4, N1/2SW1/4, NW1/4SE1/4 less a 5.00 tract in the northeast corner of the NW1/4NE1/4 deeded to School District 89 of Powder River County, MT as more completely described in Book 1 of Deeds, page 470. Section 31: Lot 1(40.00), NE1/4NW1/4, N1/2NE1/4 Township 5 South, Range 47 East Section 12: Lots 1(38.15), 2(40.00), 7(40.00), 8(38.85), 9(39.55) 7 Phoebe Ann Finlayson and Harry W. H. Champion 1/6/1999 Township 6 South, Range 47 East 719.75 58 851 R. Finlayson, wife and husband Section 1: S1/2SW1/4, SW1/4SE1/4 Section 12: Lot 4(39.91), NW1/4NE1/4, W1/2, SW1/4SE1/4 Section 13: Lot 1(39.84), NW1/4NE1/4, N1/2NW1/4 8 Belva L. Lancaster, a widow W. H. Champion 1/6/1999 Township 5 South, Range 48 East 1,625.50 58 806 Section 25: Lot 4(41.31), SW1/4NE1/4, S1/2NW1/4, NW1/4SE1/4, E1/2SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 26: Lot 1(41.59) Township 5 South, Range 49 East Section 17: SW1/4NW1/4 Section 18: E1/2, SE1/4NW1/4 Section 19: NE1/4 Section 20: W1/2NW1/4 Section 30: Lots 3(48.77), 4(48.79), E1/2SW1/4, SW1/4SE1/4 Section 31: N1/2NE1/4 Section 32: NW1/4NW1/4 Township 6 South, Range 49 East Section 4: Lots 1(41.13), 2(41.21), 3(41.31), 4(41.39), S1/2N1/2 9 Earl A. Aye and Betty L. Aye, W. H. Champion 1/8/1999 Township 3 South, Range 49 East 240.00 58 824 husband and wife Section 20: SW1/4, S1/2SE1/4 10 Ralph C. Carlat and Charlotte W. H. Champion 1/8/1999 Township 5 South, Range 47 East 994.88 58 717 L. Carlat, husband and wife Section 34: S1/2 Township 5 South, Range 48 East Section 23: S1/2NE1/4, NE1/4SE1/4 Section 24: Lots 1(39.24), 2(39.65), 3(39.70), 4(39.29), 8(39.81) Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 10-A Carolyn M. Bull and Gary E. W. H. Champion /12/1999 Township 5 South, Range 47 East 677.19 58 723 Bull, wife and husband Section 34: S1/2
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 10-B Robert D. Carlat and Charlene W. H. Champion 1/12/1999 Township 5 South, Range 47 East 677.19 58 720 P. Carlat, husband and wife Section 34: S1/2 Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 10-C James A. Carlat, a single man W. H. Champion 1/12/1999 Township 5 South, Range 47 East 677.19 58 708 Section 34: S1/2 Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 10-D Robert C. Carlat, a single man W. H. Champion 1/12/1999 Township 5 South, Range 47 East 677.19 58 714 Section 34: S1/2 Township 6 South, Range 47 East
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 10-F Theodore L. Carlat, a single W. H. Champion 1/12/1999 Township 5 South, Range 47 East 677.19 58 711 man Section 34: S1/2 Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 10-E Gerald E. Carlat and Mary E W. H. Champion 1/12/1999 Township 5 South, Range 47 East 677.19 59 7 Carlat, husband and wife Section 34: S1/2 Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N1/2SW1/4, NW1/4SE1/4 Township 6 South, Range 48 East Section 5: SE1/4NE1/4 11 Darlene Feser, a single woman W. H. Champion 1/8/1999 Township 3 South, Range 49 East 320.00 58 672 Section 32: W1/2 12 Violet M. Zawada and Joseph J. W. H. Champion 1/19/1999 Township 5 South, Range 49 East 640.00 58 797 Zawada, wife and husband Section 28: S1/2SW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 29: SW1/4SE1/4, SE1/4SW1/4 Section 32: NE1/4 Section 33: N1/2 12-A Richard David Zawada, a single W. H. Champion 1/19/1999 Township 5 South, Range 49 East 640.00 58 794 man Section 28: S1/2SW1/4 Section 29: SW1/4SE1/4, SE1/4SW1/4 Section 32: NE1/4 Section 33: N1/2 12-B Emma Mae Holman and Howard W. H. Champion 1/19/1999 Township 5 South, Range 49 East 640.00 58 800 Holman, wife and husband Section 28: S1/2SW1/4 Section 29: SW1/4SE1/4, SE1/4SW1/4 Section 32: NE1/4 Section 33: N1/2 12-C Milton J. Sausedo and Edith A. W. H. Champion 1/19/1999 Township 5 South, Range 49 East 640.00 58 803 Sausedo, husband and wife Section 28: S1/2SW1/4 Section 29: SW1/4SE1/4, SE1/4SW1/4 Section 32: NE1/4 Section 33: N1/2 12-D Joseph J. Zawada, Jr. and W. H. Champion 1/19/1999 Township 5 South, Range 49 East 640.00 58 791 Jackie J. Zawada, husband and Section 28: S1/2SW1/4 wife Section 29: SW1/4SE1/4, SE1/4SW1/4 Section 32: NE1/4 Section 33: N1/2 12-E Marshall R. Sausedo and W. H. Champion 1/19/1999 Township 5 South, Range 49 East 640.00 58 788 Florene T. Sausedo, husband and Section 28: S1/2SW1/4 wife Section 29: SW1/4SE1/4, SE1/4SW1/4 Section 32: NE1/4 Section 33: N1/2
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 13 Willis F. Aye and Lona B. Aye, W. H. Champion 1/11/1999 Township 4 South, Range 49 East 690.65 58 612 husband and wife Section 6: W1/2SE1/4and SE1/4SE1/4 lying south and west of the southerly right of way of the highway and containing 50.65 acres, more or less Section 8: All 13-A Willis F. Aye as Attorney-in- W. H. Champion 1/22/1999 Township 4 South, Range 49 East 690.65 58 615 Fact for Clara E. Anderson, Section 6: W1/2SE1/4and formerly Clara E. Gregory, SE1/4SE1/4 lying south Gladys M. Abel, Kathy Jo Aye, and west of the Arla M. Greene, formerly Arla southerly right of way M. Hadley, Johnna M. Cecil, of the highway and formerly Johnna M. Meidinger, containing 50.65 acres, Lana L. Sweeney, John E. Aye more or less and Carla Faye Glover, formerly Carla Faye Aye Section 8: All 13-B Iwalana L. Aye Gali, a married W. H. Champion 2/8/1999 Township 4 South, Range 49 East 690.65 58 620 woman dealing in her sole and Section 6: W1/2SE1/4and separate property SE1/4SE1/4 lying south and west of the southerly right of way of the highway and containing 50.65 acres, more or less Section 8: All 14 Mildred D. Thompson and Glen W. H. Champion 1/12/1999 Township 6 South, Range 47 East 520.83 58 815 A. Thompson, wife and husband Section 13: Lots 2(40.00), 3(40.22), 4(40.61), SW1/4NE1/4 SW1/4, W1/2SE1/4 Section 24: NW1/4NE1/4, N1/2NW1/4 14-A Maxine Stallcop, a single woman W. H. Champion 1/20/1999 Township 6 South, Range 47 East 520.83 58 842 Section 13: Lots 2(40.00), 3(40.22), 4(40.61), SW1/4NE1/4, SW1/4, W1/2SE1/4 Section 24: NW1/4NE1/4, N1/2NW1/4 14-B Russel D. Frazee and Barbara J. W. H. Champion 1/22/1999 Township 6 South, Range 47 East 520.83 58 839 Frazee, husband and wife Section 13: Lots 2(40.00), 3(40.22), 4(40.61), SW1/4NE1/4,
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE SW1/4, W1/2SE1/4 Section 24: NW1/4NE1/4, N1/2NW1/4 15 Thomas F. Thompson as Attorney- W. H. Champion 1/12/1999 Township 3 South, Range 47 East 5,099.49 58 676 in-Fact for Rose Edith Section 24: E1/2 Thompson, a widow Township 3 South, Range 48 East Section 20: All Section 21: SE1/4SW1/4, SW1/4SE1/4 Section 22: All Section 24: S1/2 Section 26: All Section 28: All Section 29: S1/2SE1/4 Section 32: N1/2, N1/2S1/2, SW1/4SW1/4 Township 3 South, Range 49 East Section 30: Lots 2(25.40), 3(25.26), 4(25.13), SW1/4NE1/4, E1/2W1/2, NW1/4SE1/4 Township 4 South, Range 48 East Section 6: Lots 1(39.97), 2(39.95), 3(39.93), 5(37.20), 6(37.30), S1/2NE1/4, SE1/4NW1/4, E1/2SW1/4, SE1/4 Section 7: W1/2NE1/4 Township 4 South, Range 49 East Section 6: E1/2 less 50.65 acres lying south and west of the southerly right of way of the highway 16 Julius Scheidl and Mary L. W. H. Champion 1/13/1999 Township 4 South, Range 48 East 1,646.71 58 737 Scheidl, husband and wife Section 33: S1/2SW1/4 Township 4 South, Range 49 East Section 32: Lots 1(40.00), 2(40.00), 7(40.00), 8(40.00), 9(42.27), 10(42.34) Section 33: Lots 5(40.00), 12(42.10) Township 5 South, Range 48 East
Page 10 Section 4: Lots 1(40.00), 2(40.00), 3(40.00), 4(40.00), S1/2N1/2, N1/2SW1/4, SW1/4SW1/4, W1/2SE1/4 Section 5: SE1/4NE1/4, NE1/4SE1/4 Section 8: SE1/4SW1/4, SW1/4SE1/4, E1/2SE1/4 Section 9: NW1/4NW1/4, SW1/4, W1/2SE1/4, SE1/4SE1/4 Section 10: NE1/4SW1/4, S1/2SW1/4 Section 15: SW1/4NW1/4 16-A Belinda Lalor, W. H. Champion 2/8/1999 Township 4 South, Range 48 East 1646.71 58 734 a single woman Section 33: S1/2SW1/4 Township 4 South, Range 49 East Section 32: Lots 1(40.00), 2(40.00), 7(40.00), 8(40.00), 9(42.27), 10(42.34) Section 33: Lots 5(40.00), 12(42.10) Township 5 South, Range 48 East Section 4: Lots 1(40.00), 2(40.00), 3(40.00), 4(40.00), S1/2N1/2, N1/2SW1/4, SW1/4SW1/4, W1/2SE1/4 Section 5: SE1/4NE1/4, NE1/4SE1/4 Section 8: SE1/4SW1/4, SW1/4SE1/4, E1/2SE1/4 Section 9: NW1/4NW1/4, SW1/4, W1/2SE1/4, SE1/4SE1/4 Section 10: NE1/4SW1/4, S1/2SW1/4 Section 15: SW1/4NW1/4 17 William D. Zier, W. H. Champion 1/12/1999 Township 4 South, Range 47 East 310.31 58 818 a single man Section 25: Lots 1(31.63), 2(40.00), 6(40.00), 7(40.00) Township 4 South, Range 48 East Section 19: SE1/4SW1/4 Section 30: Lot 1(38.68), NW1/4NE1/4, NE1/4NW1/4 18 Eleanor Crane and W. H. Champion 1/8/1999 Township 4 South, Range 49 East 640.00 58 637 Eleanor Crane as Section 20: S1/2NE1/4, SE1/4 AIF for Bernard J. Crane, Co-Trustees

Page 11 of the Jack H. Section 21: S1/2NE1/4, SE1/4 Crane Trust Section 28: N1/2NE1/4 B-Exemption Trust Section 29: N1/2NE1/4 18-A Dorothy R. King, W. H. Champion 1/16/1999 Township 4 South, Range 49 East 320.00 58 642 a single woman Section 20: S1/2NE1/4, SE1/4 Section 29: N1/2NE1/4 19 Betty Gatlin, a W. H. Champion 1/16/1999 Township 5 South, Range 47 East 657.48 58 682 single woman Section 13: Lots 5(40.00), 6(40.00), 7(40.00), 8(41.57), 11(40.00), 12(40.00), 13(40.00), 14(40.00), 16(42.86), SE1/4SW1/4 Section 24: Lots 1(43.57), 2(40.00), 3(40.00), 4(40.00), 8(44.35), 9(45.13) 19-A Helen Bickle, a W. H. Champion 1/16/1999 Township 5 South, Range 47 East 657.48 58 679 single woman Section 13: Lots 5(40.00), 6(40.00), 7(40.00), 8(41.57), 11(40.00), 12(40.00), 13(40.00), 14(40.00), 16(42.86), SE1/4SW1/4 Section 24: Lots 1(43.57), 2(40.00), 3(40.00), 4(40.00), 8(44.35), 9(45.13) 20 Jeanette Potter W. H. Champion 1/18/1999 Township 6 South, Range 48 East 307.17 58 812 Stevenson, a widow Section 19: Lots 3(33.54), 4(33.63), E1/2SW1/4, SE1/4 20-A Oris N. Gary, W. H. Champion 1/18/1999 Township 6 South, Range 48 East 307.17 58 809 Trustee, UDT Section 19: Lots 3(33.54), 4(33.63), dated 3-10-87 E1/2SW1/4, SE1/4 6-D, 10-G, Percy Surgeon, a W. H. Champion 1/12/1999 Township 5 South, Range 48 East 1601.25 58 836 21 single man Section 20: E1/2NE1/4 Section 21: N1/2, E1/2SW1/4, SE1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: S1/2NE1/4, W1/2SW1/4, NE1/4SE1/4 Section 24: Lots 1(39.24), 2(39.65), 3(39.70), 4(39.29), 8(39.81) Section 30: Lots 3(40.00), 4(40.00), E1/2E1/2, SE1/4SW1/4, SW1/4SE1/4 6-E, 10-H, Ronald Surgeon, W. H. Champion 1/12/1999 Township 5 South, Range 48 East 1601.25 58 827 a single man

Page 12 21-A Section 20: E1/2NE1/4 Section 21: N1/2, E1/2SW1/4, SE1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: S1/2NE1/4, W1/2SW1/4, NE1/4SE1/4 Section 24: Lots 1(39.24), 2(39.65), 3(39.70), 4(39.29), 8(39.81) Section 30: Lots 3(40.00), 4(40.00), E1/2E1/2, SE1/4SW1/4, SW1/4SE1/4 6-F, 10-I, Rita Baughman and W. H. Champion 1/12/1999 Township 5 South, Range 48 East 1601.25 58 833 21-B G. L. Baughman, Section 20: E1/2NE1/4 wife and husband Section 21: N1/2, E1/2SW1/4, SE1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: S1/2NE1/4, W1/2SW1/4, NE1/4SE1/4 Section 24: Lots 1(39.24), 2(39.65), 3(39.70), 4(39.29), 8(39.81) Section 30: Lots 3(40.00), 4(40.00), E1/2E1/2, SE1/4SW1/4, SW1/4SE1/4 6-G, 10-J, Darlene Painter W. H. Champion 1/12/1999 Township 5 South, Range 48 East 1601.25 58 830 21-C and Ron Painter, Section 20: E1/2NE1/4 wife and husband Section 21: N1/2, E1/2SW1/4, SE1/4 Section 22: Lots 1(40.36), 2(40.36), 3(40.92), 4(40.92), 7(40.50), 8(40.50) Section 23: S1/2NE1/4, W1/2SW1/4, NE1/4SE1/4 Section 24: Lots 1(39.24), 2(39.65), 3(39.70), 4(39.29), 8(39.81) Section 30: Lots 3(40.00), 4(40.00), E1/2E1/2, SE1/4SW1/4, SW1/4SE1/4 21-D Mary Helen W. H. Champion 1/14/1999 Township 5 South, Range 48 East 320.00 58 988 Steinert, a single Section 30: Lots 3(40.00), 4(40.00), woman E1/2E1/2, SE1/4SW1/4, SW1/4SE1/4 22 Josephine W. H. Champion 1/5/1999 Township 4 South, Range 48 East 1,450.00 58 705 Steadman, a widow Section 28: S1/2NW1/4, SW1/4 Section 33: NE1/4, E1/2NW1/4, NE1/4SW1/4, N1/2SE1/4, N1/2N-1/2SW1/4SE1/4, SE1/4SE1/4 Section 34: W1/2SW1/4, SE1/4SW1/4, SW1/4SE1/4 Section 35: W1/2 Township 5 South, Range 48 East Section 15: N1/2SW1/4, W1/2SE1/4

Page 13 Section 22: N1/2NW1/4, SE1/4NW1/4, NW1/4NE1/4 23 Dale Williams and W. H. Champion 1/9/1999 Township 6 South-Range 48 East 1,473.09 58 782 Janice Williams Section 3: SW1/4SW1/4 husband and wife Section 4: S1/2N1/2, S1/2 Section 9: N1/2, SW1/4, N1/2SE1/4, SE1/4SE1/4 Section 10: Lot 1(45.55), W1/2NE1/4, E1/2NW1/4 Section 30: Lots 1(33.73), 2(33.81), E1/2NW1/4 23-A Robert W. Palmer W. H. Champion 1/18/1999 Township 6 South, Range 48 East 400.00 58 991 and Constance Section 9: NE1/4NE1/4, W1/2NE1/4, NW1/4, Louise Palmer, N1/2SW1/4, NW1/4SE1/4 husband and wife 24, 8-A, J. L. Wilson and W. H. Champion 1/15/1999 Township 5 South, Range 47 East 6,524.34 58 766 10-K Phyllis Wilson, Section 12: Lot 16(40.25) husband and wife Section 25: Lots 12(40.00), 13(40.00), 14(40.00), 15(40.00), 16(48.58), E1/2SW1/4 Section 26: NW1/4SE1/4 Township 5 South, Range 48 East Section 7: Lot 4(39.51), NE1/4NE1/4, S1/2NE1/4SW1/4, SE1/4SW1/4, S1/2NW1/4SE1/4, NE1/4SE1/4, S1/2SE1/4 Section 8: W1/2SW1/4 Section 17: NW1/4NW1/4 Section 18: NE1/4NE1/4, S1/2NE1/4, N1/2SE1/4 Section 23: SE1/4SW1/4

Page 14 Section 29: NE1/4NE1/4, SE1/4SW1/4, SW1/4SE1/4 Section 31: Lots 3(40.00), 4(40.00), E1/2SW1/4, SE1/4 Section 32: NE1/4, E1/2NW1/4 Section 33: S1/2NE1/4, NW1/4, E1/2SW1/4, SE1/4 Section 34: Lots 9(41.53), 10(40.76), SW1/4 Section 35: SE1/4 Township 5 South, Range 49 East Section 28: NE1/4 Section 30: Lots 3(48.77), 4(48.79), E1/2SW1/4, SW1/4SE1/4 Section 31: N1/2NE1/4 Section 32: NW1/4NW1/4 Township 6 South, Range 48 East Section 1: Lot 2(29.14) Section 2: S1/2NW1/4, S1/2 Section 5: SE1/4NE1/4 Section 11: W1/2NE1/4, NW1/4 Continued J. L. Wilson and Township 6 South, Range 49 East Phyllis Wilson, Section 1: Lots 1(41.61), 2(41.39), husband and wife 3(41.17), SW1/4NE1/4, S1/2NW1/4, W1/2SW1/4 Section 2: S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, NE1/4SE1/4 Section 3: SW1/4, N1/2SE1/4 Section 4: N1/2S1/2, SW1/4SW1/4 Section 5: Lots 1(41.26), 2(41.20), 3(41.04), 4(40.88), S1/2N1/2, N1/2S1/2, SE1/4SW1/4 Section 6: Lots 1(40.76), 4(34.69), 5(34.32), SE1/4NE1/4, SE1/4NW1/4, NE1/4SW1/4, N1/2SE1/4, SW1/4SE1/4 Section 7: Lots 1(34.40), 2(34.29), NE1/4, E1/2NW1/4 Section 8: SE1/4NE1/4, E1/2SW1/4, SE1/4 Section 9: W1/2W1/2 Section 17: N1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4

Page 15
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 25 E. B. Ranch, W .H. Champion 1/15/1999 Township 5 South, Range 48 East 1,732.99 58 762 Inc., a Montana Section 20: SW1/4NE1/4, NW1/4SE1/4, Corporation E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1/4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48), 7(42.56), S1/2NE1/4, SE1/4NW1/4, NE1 /4SW1/4,SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) Township 6 South, Range 48 East Section 1: S1/2S1/2 Section 12: N1/2N1/2 Township 6 South, Range 49 East Section 6: SE1/4SW1/4 24-A, 8-B, Richard P. W.H. Champion 1/15/1999 Township 5 South, Range 47 East 6524.34 58 770 10-L Wilson and Section 12: Lot 16(40.25) Connie Section 25: Lots 12(40.00), 13(40.00), Wilson, 14(40.00), 15(40.00), 16(48.58), husband and E1/2SW1/4 wife Section 26: NW1/4SE1/4 Township 5 South, Range 48 East Section 7: Lot 4(39.51), NE1/4NE1/4, S1/2NE1/4SW1/4, SE1/4SW1/4, S1/2NW1/4SE1/4, NE1/4SE1/4, S1/2SE1/4 Section 8: W1/2SW1/4 Section 17: NW1/4NW1/4 Section 18: NE1/4NE1/4, S1/2NE1/4, N1/2SE1/4 Section 23: SE1/4SW1/4 Section 29: NE1/4NE1/4, SE1/4SW1/4, SW1/4SE1/4 Section 31: Lots 3(40.00), 4(40.00), E1/2SW1/4, SE1/4
Page 16
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 32: NE1/4, E1/2NW1/4 Section 33: S1/2NE1/4, NW1/4, E1/2SW1/4, SE1/4 Section 34: Lots 9(41.53), 10(40.76), SW1/4 Section 35: SE1/4 Township 5 South, Range 49 East Section 28: NE1/4 Section 30: Lots 3(48.77), 4(48.79), E1/2SW1/4, SW1/4SE1/4 Section 31: N1/2NE1/4 Section 32: NW1/4NW1/4 Township 6 South, Range 48 East Section 1: Lot 2(29.14) Section 2: S1/2NW1/4, S1/2 Section 5: SE1/4NE1/4 Section 11: W1/2NE1/4, NW1/4 Continued Richard P. Township 6 South, Range 49 East Wilson and Section 1: Lots 1(41.61), 2(41.39), Connie 3(41.17), SW1/4NE1/4, S1/2NW1/4, Wilson, W1/2SW1/4 husband and Section 2: S1/2NE1/4, SE1/4NW1/4, wife NE1/4SW1/4, NE1/4SE1/4 Section 3: SW1/4, N1/2SE1/4 Section 4: N1/2S1/2, SW1/4SW1/4 Section 5: Lots 1(41.26), 2(41.20), 3(41.04), 4(40.88), S1/2N1/2, N1/2S1/2, SE1/4SW1/4 Section 6: Lots 1(40.76), 4(34.69), 5(34.32), SE1/4NE1/4, SE1/4NW1/4, NE1/4SW1/4, N1/2SE1/4, SW1/4SE1/4 Section 7: Lots 1(34.40), 2(34.29), NE1/4, E1/2NW1/4 Section 8: SE1/4NE1/4, E1/2SW1/4, SE1/4 Section 9: W1/2W1/2 Section 17: N1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4 24-B, 8-C, Helen Marie Best and W.H. Champion 1/15/1999 Township 5 South, Range 47 East 6524.34 58 774 10-M Howard Best wife and Section 12: Lot 16(40.25) husband
Page 17
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 25: Lots 12(40.00), 13(40.00), 14(40.00), 15(40.00), 16(48.58), E1/2SW1/4 Section 26: NW1/4SE1/4 Township 5 South, Range 48 East Section 7: Lot 4(39.51), NE1/4NE1/4, S1/2NE1/4SW1/4, SE1/4SW1/4, S1/2NW1/4SE1/4, NE1/4SE1/4, S1/2 SE1/4 Section 8: W1/2SW1/4 Section 17: NW1/4NW1/4 Section 18: NE1/4NE1/4, S1/2NE1/4, N1/2SE1/4 Section 23: SE1/4SW1/4 Section 29: NE1/4NE1/4, SE1/4SW1/4, SW1/4SE1/4 Section 31: Lots 3(40.00), 4(40.00), E1/2SW1/4, SE1/4 Section 32: NE1/4, E1/2NW1/4 Section 33: S1/2NE1/4, NW1/4, E1/2SW1/4, SE1/4 Section 34: Lots 9(41.53), 10(40.76), SW1/4 Section 35: SE1/4 Continued Helen Marie Township 5 South, Range 49 East Best and Howard Best Section 28: NE1/4 wife and husband Section 30: Lots 3(48.77), 4(48.79), E1/2SW1/4, SW1/4SE1/4 Section 31: N1/2NE1/4 Section 32: NW1/4NW1/4 Township 6 South, Range 48 East Section 1: Lot 2(29.14) Section 2: S1/2NW1/4, S1/2 Section 5: SE1/4NE1/4 Section 11: W1/2NE1/4, NW1/4 Township 6 South, Range 49 East Section 1: Lots 1(41.61), 2(41.39), 3(41.17), SW1/4NE1/4, S1/2NW1/4, W1/2SW1/4 Section 2: S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, NE1/4SE1/4 Section 3: SW1/4, N1/2SE1/4
Page 18
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 4: N1/2S1/2, SW1/4SW1/4 Section 5: Lots 1(41.26), 2(41.20), 3(41.04), 4(40.88), S1/2N1/2, N1/2S1/2, SE1/4SW1/4 Section 6: Lots 1(40.76), 4(34.69), 5(34.32), SE1/4NE1/4, SE1/4NW1/4, NE1/4SW1/4, N1/2SE1/4, SW1/4SE1/4 Section 7: Lots 1(34.40), 2(34.29), NE1/4, E1/2NW1/4 Section 8: SE1/4NE1/4, E1/2SW1/4, SE1/4 Section 9: W1/2W1/2 Section 17: N1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4 24-C, 8-D, Ernest L.Wilson W. H. Champion 1/15/1999 Township 5 South, Range 47 East 6524.34 58 778 10-N and Marilyn D.Wilson, Section 12: Lot 16(40.25) husband and wife Section 25: Lots 12(40.00), 13(40.00), 14(40.00), 15(40.00), 16(48.58), E1/2SW1/4 Section 26: NW1/4SE1/4 Township 5 South, Range 48 East Section 7: Lot 4(39.51), NE1/4NE1/4, S1/2NE1/4SW1/4, SE1/4SW1/4, S1/2NW1/4SE1/4, NE1/4SE1/4, S1/2SE1/4 Section 8: W1/2SW1/4 Section 17: NW1/4NW1/4 Section 18: NE1/4NE1/4, S1/2NE1/4, N1/2SE1/4 Section 23: SE1/4SW1/4 Section 29: NE1/4NE1/4, SE1/4SW1/4, SW1/4SE1/4 Section 31: Lots 3(40.00), 4(40.00), E1/2SW1/4, SE1/4 Section 32: NE1/4, E1/2NW1/4 Section 33: S1/2NE1/4, NW1/4, E1/2SW1/4, SE1/4 Section 34: Lots 9(41.53), 10(40.76), SW1/4 Section 35: SE1/4
Page 19
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Township 5 South, Range 49 East Section 28: NE1/4 Section 30: Lots 3(48.77), 4(48.79), E1/2SW1/4, SW1/4SE1/4 Section 31: N1/2NE1/4 Section 32: NW1/4NW1/4 Township 6 South, Range 48 East Section 1: Lot 2(29.14) Section 2: S1/2NW1/4, S1/2 Section 5: SE1/4NE1/4 Section 11: W1/2NE1/4, NW1/4 Continued Ernest L.Wilson and Township 6 South, Range 49 East Marilyn D.Wilson, Section 1: Lots 1(41.61), 2(41.39), husband and wife 3(41.17), SW1/4NE1/4, S1/2NW1/4, W1/2SW1/4 Section 2: S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, NE1/4SE1/4 Section 3: SW1/4, N1/2SE1/4 Section 4: N1/2S1/2, SW1/4SW1/4 Section 5: Lots 1(41.26), 2(41.20), 3(41.04), 4(40.88), S1/2N1/2, N1/2S1/2, SE1/4SW1/4 Section 6: Lots 1(40.76), 4(34.69), 5(34.32), SE1/4NE1/4, SE1/4NW1/4, NE1/4SW1/4, N1/2SE1/4, SW1/4SE1/4 Section 7: Lots 1(34.40), 2(34.29), NE1/4, E1/2NW1/4 Section 8: SE1/4NE1/4, E1/2SW1/4, SE1/4 Section 9: W1/2W1/2 Section 17: N1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4 25-A Ocie A. Barger, W. H.Champion 1/12/1999 Township 5 South, Range 48 East 1372.99 58 863 a widow Section 20: SW1/4NE1/4, NW1/4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1/4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48), 7(42.56),
Page 20
LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE S1/2NE1/4, SE1/ 4NW1/4, NE1/ 4SW1/4, SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) 25-B Frankie Delores Rolfe, a widow W. H. Champion 1/12/1999 Township 5 South, Range 48 East 1,372.99 58 860 Section 20: SW1/4NE1/4, NW1/4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1/4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48), 7(42.56), S1/2NE1/4, SE1/ 4NW1/4, NE1/4SW1/ 4, SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) 25-G Colleen Schmalzried, a single woman W. H. Champion 7/28/1999 Township 5 South, Range 48 East 400.00 59 877 Section 20: SW1/4NE1/4, NW1 /4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 28: NW1/4 25-C Walter McDougall and Catherine W. H. Champion 4/1/1999 Township 5 South, Range 48 East 1372.99 59 13 McDougall, husband and wife Section 20: SW1/4NE1/4, NW1/4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1/4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48) , 7(42.56), S1/2NE1/4, SE1 /4NW1/4, NE1/ 4SW1/4, SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) 25-D Chester L. McDougall, a man W. H. Champion 4/1/1999 Township 5 South, Range 48 East 1372.99 59 16 dealing in his sole and separate Section 20: SW1/4NE1/4, NW1 property /4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1/4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48), 7(42.56), S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) 25-E Kenneth O. McDougall and Helen W. H. Champion 4/1/1999 Township 5 South, Range 48 East 1372.99 59 198
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE McDougall, husband and wife Section 20: SW1/4NE1/4, NW1 /4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1 /4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48), 7(42.56), S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) 25-F Elizabeth Ann Tallakson and W. H. Champion 4/1/1999 Township 5 South, Range 48 East 1372.99 59 874 William Tallakson, wife and husband Section 20: SW1/4NE1/4, NW1 /4SE1/4, E1/2SE1/4 Section 21: W1/2SW1/4 Section 26: Lot 4(42.15), SW1 /4NW1/4 Section 27: Lots 3(39.16), 4(42.02), 5(42.40), 6(42.48), 7(42.56), S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4, SE1/4 Section 28: N1/2, N1/2S1/2 Section 34: Lot 1(42.22) 26, 19-B Mary P. LeVeque, a widow and W. H. Champion 1/15/1999 Township 4 South, Range 48 East 5,055.68 58 685 Evangeline M. LeVeque, a single Section 33: S1/2SW1/4 woman Township 5 South, Range 47 East Section 13: Lots 5(40.00), 6(40.00), 7(40.00), 8(41.57), 11(40.00), 12(40.00), 13(40.00), 14(40.00), 16(42.86), SE1/4SW1/4 Section 24: Lots 1(43.57), 2(40.00), 3(40.00), 4(40.00), 8(44.35), 9(45.13) Township 5 South, Range 48 East Section 3: NE1/4SW1/4 Section 4: Lots 1(40.00), 2(40.00), 3(40.00), 4(40.00), S1/2N1/2, N1/2SW1/4, SW1/4SW1/4, W1/2SE1/4, SE1/4SE1/4 Section 5: SE1/4NE1/4, NE1 /4SE1/4 Section 8: SE1/4SW1/4, SW1 /4SE1/4, E1/2SE1/4 Section 9: E1/2NE1/4, NW1/4NW1/4, S1/2 Section 10: NW1/4NE1/4, NE1/4SW1/4, S1/2SW1/4, NW1/4SE1/4 Section 15: SW1/4NW1/4 Township 6 South, Range 48 East Section 6: Lots 5(33.42), 6(33.10), 7(32.78), E1/2SW1/4, SW1/4SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 7: Lots 1(32.69), 2(32.81), W1/2NE1/4, SE1/4NE1/4, E1/2NW1/4, SE1/4 Section 8: NE1/4, S1/2S1/2NW1/4, S1/2 Section 17: E1/2, NW1/4, N1/2SW1/4, SW1/4SW1/4 Section 18: Lots 1(33.16), 2(33.20), 3(33.24), 4(33.28), E1/2W1/2, E1/2 Section 19: Lot 1(33.35), 3(33.54), 4(33.63), NE1/4NE1/4, NE1/4NW1/4, E1/2SW1/4, SE1/4 27 Gary Black and Meredith Robbins W. H. Champion 1/8/1999 Township 4 South, Range 48 East 320.00 59 160 Black, husband and wife Section 14: E1/2 28 Oriene Marriott and Herman L. W. H. Champion 1/12/1999 Township 4 South, Range 48 East 640.00 58 857 Marriott, wife and husband Section 10: E1/2E1/2, SW1/4NE1/4, SE1/4NW1/4, N1/2SW1/4 Section 14: W1/2 28-A Jan Rothermich and Mel W. H. Champion 7/28/1999 Township 4 South, Range 48 East 640.00 60 27 Rothermich, wife and husband Section 10: E1/2E1/2, SW1/4NE1/4, SE1/4NW1/4, N1/2SW1/4 Section 14: W1/2 2-A, 29, Betty L. Stabio aka Betty Stabio W. H. Champion 3/24/1999 Township 3 South, Range 49 East 2,999.14 58 689 30 A-1 fka Betty L. Alderman, a married Section 28: S1/2NW1/4, SW1/4, woman dealing in her sole and N1/2SE1/4 separate property Section 32: E1/2 Township 4 South, Range 49 East Section 4: S1/2NW1/4, N1/2SW1/4, SE1/4SW1/4, W1/2SE1/4, SE1/4 SE1/4 Township 5 South, Range 47 East Section 1: Lots 1(41.88), 2(38.20), 3(38.52), N1/2, N1/2SW1/4, NW1/4SE1/4 Section 2: NE1/4 of Lot 1(10.00) also described as NE1/4SE1/4SE1/4, SE1/4NE1/4, E1/2 SW1/4NE1/4, NW1/4 SW1/4NE1/4, N1/2 SE1/4 Section 22: SE1/4SW1/4, S1/2SE1/4 Section 23: NE1/4NE1/4, S1/2NE1/4, NW1/4, N1/2 SW1/4, SE1/4SW1/4, SE1/4 Section 25: W1/2SW1/4 Section 26: SW1/4NE1/4, N1/2NW1/4, SE1/4NW1/4, E1/2SE1/4 Section 27: N1/2NE1/4 Section 34: SW1/4NE1/4, W1/2NW1/4, SE1/4NW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 35: NE1/4NE1/4 Township 5 South, Range 48 East Section 6: Lot 4(39.73) Section 18: A 0.81 acre tract in the NW1/4NE1/4 as more completely described in Book 10 of Deeds, page 360. 2-B, Billie L. Knudson and Lars E. W. H. Champion 3/10/1999 Township 5 South, Range 47 East 2039.14 59 171 30-A A-2 Knudson, wife and husband Section 1: Lots 1(41.88), 2(38.20), 3(38.52), N1/2, N1/2SW1/4, NW1/4SE1/4 Section 2: NE1/4 of Lot 1(10.00) also described as NE 1/4SE1/4SE1/4, SE1/4NE1/4, E1/2SW1/4NE1/4, NW1/4SW1/4NE 1/4, N1/2SE1/4 Section 22: SE1/4SW1/4, S1/2SE1/4 Section 23: NE1/4NE1/4, S1/2NE1/4, NW1/4, N1/2SW1/4, SE1/4SW1/4, SE1/4 Section 25: W1/2SW1/4 Section 26: SW1/4NE1/4, N1/2NW1/4, SE1/4NW1/4, E1/2SE1/4 Section 27: N1/2NE1/4 Section 34: SW1/4NE1/4, W1/2NW1/4, SE1/4NW1/4 Section 35: NE1/4NE1/4 Township 5 South, Range 48 East Section 6: Lot 4(39.73) Section 18: A 0.81 acre tract in the NW1/4NE1/4 as more completely described in Book 10 of Deeds, page 360.
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 29-A Betty Stabio and Bob Alderman, W. H. Champion 3/24/1999 Township 3 South, Range 49 East 960.00 59 175 Co-Guardians for Michael J. Section 28: S1/2NW1/4, SW1/4, N1/2SE1/4 Alderman, aka Michael Alderman, Section 32: E1/2 a protected person Township 4 South, Range 49 East Section 4: S1/2NW1/4, N1/2SW1/4, SE1/4SW1/4, W1/2SE1/4, SE1/4SE1/4 31 Thomas R. Augustine and W. H. Champion 4/29/1999 Township 4 South, Range 48 East 320.00 59 183 Marjorie H. Augustine, h/w Section 34: N1/2 32 Patsy L. Ridenour, a widow W. H. Champion 1/8/1999 Township 4 South, Range 47 East 438.16 59 201 Section 12: Lots 1(29.35), 2(40.00), 7(40.00), 8(29.47), 9(29.61), 10(40.00), 11(40.00), 12(40.00), 13(40.00), 14(40.00), 15(40.00), 16(29.73) 33 Donna L. Kearns and Charles D. W. H. Champion 5/3/1999 Township 5 South, Range 47 East 320.00 59 340 Kearns, wife and husband Section 24: W1/2 33-A Deanna D. Murphy, a woman W. H. Champion 5/3/1999 Township 5 South, Range 47 East 320.00 59 871 dealing in her sole & sepatate Section 24: W1/2 property 33-B Troy Mathew Endicott and W. H. Champion 7/30/1999 Township 5 South, Range 47 East 320.00 60 24 Melissa Endicott, husband and Section 24: W1/2 wife 33-C Janita Ja Endicott, a single W. H. Champion 7/30/1999 Township 5 South, Range 47 East 320.00 60 605 woman Section 24: W1/2 33-D Lorrita Rae Hill, fka Lorrita W. H. Champion 7/30/1999 Township 5 South, Range 47 East 320.00 60 599 Rae Endicott and Dennis Hill, Section 24: W1/2 wife and husband 33-E Territa Jo Turner, fka Territa W. H. Champion 7/30/1999 Township 5 South, Range 47 East 320.00 60 602 Jo Endicott and Joe Turner, Section 24: W1/2 wife and husband 33-F Cort Douglas Endicott, W. H. Champion 7/30/1999 Township 5 South, Range 47 East 320.00 60 608 a single man Section 24: W1/2
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 4-A, 34 Elizabeth Kjelland, a widow W. H. Champion 4/27/1999 Township 5 South, Range 47 East 360.00 59 329 Section 12: W1/2W1/2 Section 13: NW1/4 Section 14: NE1/4NW1/4 35 AgAmerica, FCB W. H. Champion 7/16/1999 Township 5 South, Range 48 East 320.00 59 880 Section 4: SE1/4SW1/4 Section 8: S1/2NE1/4 Section 9: W1/2NE1/4, E1/2NW1/4, SW1/4NW1/4 36 Wilma J. Mellville and Perry W. H. Champion 7/28/1999 Township 5 South, Range 48 East 318.00 60 596 B. Alcorn, wife and husband Section 8: N1/2NE1/4, NE1/4SW1/4, NW1/4SE1/4, NW1/4 less a 2.00 acre tract as more completely described in Book 7, page 491 2-C, 3-A, 37 Burton Lowe and Eunice Lowe, W. H. Champion 11/22/1999 Township 5 South, Range 47 East 1160.00 60 797 husband and wife Section 14: S1/2S1/2 Section 20: S1/2NE1/4, SE1/4NW1/4, NE1/4SW1/4 Section 21: S1/2SE1/4NE1/4, NW1/4SW1/4SW1/4NW1/4, S1/2SW1/4SW1/4NW1/4, SW1/4SE1/4SW1/4NW1/4, NE1/4NW1/4SW1/4, E1/2SE1/4NW1/4SW1/4, S1/2N1/2NE1/4SW1/4, S1/2NE1/4SW1/4, NE1/4NE1/4SE1/4SW1/4, S1/2N1/2NW1/4SE1/4, S1/2NW1/4SE1/4, N1/2N1/2SW1/4SE1/4, S1/2NE1/4SW1/4SE1/4, NW1/4SE1/4SE1/4, NE1/4SW1/4SE1/4SE1/4, NE1/4SE1/4SE1/4, NW1/4NE1/4SE1/4, W1/2NE1/4NE1/4SE1/4 Section 23: NE1/4NE1/4, S1/2NE1/4, NW1/4, N1/2SW1/4, SE1/4SW1/4, SE1/4 Section 26: N1/2NE1/4,SE1/4NE1/4 38 Alma J. Engle as Personal W. H. Champion 2/7/2000 Township 3 South, Range 48 East 314.18 61 410 Representative of the Estate Section 30: Lots 3(37.13), 4(37.05), of Joseph P. Engle, dec. E1/2SW1/4, SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 15-A, T-1 Henry Sawtell Parker as W.H. Champion 1/14/2000 Township 3 South, Range 47 East 6726.69 61 407 Personal Representative of the Section 12: NE1/4SW1/4 Estate of Betty S. Parker, aka Section 13: NE1/4SE1/4 Florence Elizabeth Parker, dec. Section 31: NE1/4SW1/4 Township 3 South, Range 48 East Section 12: W1/2NE1/4, SE1/4NE1/4, N1/2NW1/4, N1/2SE1/4, SE1/4SE1/4 Section 14: All Section 18: Lots 1(37.10), 2(36.90), 3(36.70), 4(36.50), E1/2W1/2, E1/2 Section 20: All Section 21: SE1/4SW1/4, SW1/4SE1/4 Section 22: All Section 24: S1/2 Section 26: All Section 28: All Section 29: S1/2SE1/4 Section 32: N1/2, N1/2S1/2, SW1/4SW1/4 Township 3 South, Range 49 East Section 30: Lots 2(25.40), 3(25.26), 4(25.13), SW1/4NE1/4, E1/2W1/2, NW1/4SE1/4 Township 4 South, Range 47 East Section 4: NE1/4SE1/4 Section 8: NE1/4NW1/4 Section 21: NW1/4SW1/4, NE1/4SE1/4 Section 23: SE1/4SE1/4 Section 27: SW1/4SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Township 4 South, Range 48 East Section 6: Lots 1(39.97), 2(39.95), 3(39.93), 5(37.20), 6(37.30), S1/2NE1/4, SE1/4NW1/4, E1/2SW1/4, SE1/4 Section 7: W1/2NE1/4 Township 4 South, Range 49 East Section 6: E1/2 less 50.65 acres lying south and west of the southerly right of way of the highway A Dennis Lyda and Bonnie A. Lyda W. H. Champion 12/18/1998 Township 5 South, Range 47 East 360.00 58 701 husband and wife Section 2:NE1/4 of Lot 1(10.00), also described as NE1/4SE1/4SE1/4, SE1/4NE1/4, E1/2SW1/4NE1/4, NW1/4SW1/4NE1/4, N1/2SE1/4 Section 22: SE1/4SW1/4, S1/2SE1/4 Section 27: N1/2NE1/4 B, D Ralph C. Carlat and Charlotte L. W. H. Champion 2/18/1999 Township 5 South, Range 47 East 479.17 58 755 Caarlat, husband and wife Section 33: E1/2SE1/4, NE1/4NW1/4SE1/4, E1/2SW1/4SE1/4, S1/2NW1/4SE1/4 Township 6 South, Range 47 East Section 2: Lots 5(19.46), 6(9.71) Section 27: SE1/4 Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4, E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4, W1/2W1/2NW1/4SW1/4 B-1 Carolyn M. Bull and Gary E. W. H. Champion 2/15/1999 Township 6 South, Range 47 East 320.00 58 758 Bull wife and husband Section 27: SE1/4 Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4,
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4, W1/2W1/2NW1/4SW1/4 C Bull Ranch, a Montana W. H. Champion 2/15/1999 Township 5 South, Range 45 East 878.99 58 744 Corporation Section 10: S1/2S1/2 Section 14: W1/2W1/2 Section 34: SE1/4 Township 6 South, Range 46 East Section 6: Lots 3(39.80), 6(34.68), 7(34.51), SE1/4 of Lot 5(10.00) also described as SE1/4SW1/4NW1/4, S1/2NE1/4, SE1/4NW1/4, E1/2SW1/4, N1/2SE1/4 B-2 Robert D. Carlat and W. H. Champion 3/9/1999 Township 6 South, Range 47 East 320.00 58 848 Charlene P. Carlat, Section 27: SE1/4 husband and wife Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4, E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4, W1/2W1/2NW1/4SW1/4 B-3 James A. Carlat, a single man W. H. Champion 3/9/1999 Township 6 South, Range 47 East 320.00 58 845 Section 27: SE1/4 Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4, E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4,
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE W1/2W1/2NW1/4SW1/4 B-4 Theodore L. Carlat, W. H. Champion 3/9/1999 Township 6 South, Range 47 East 320.00 59 4 a single man Section 27: SE1/4 Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4, E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4, W1/2W1/2NW1/4SW1/4 B-5 Robert C. Carlat, a single man W. H. Champion 3/9/1999 Township 6 South, Range 47 East 320.00 59 1 Section 27: SE1/4 Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4, E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4, W1/2W1/2NW1/4SW1/4 B-6 Gerald E. Carlat and W. H. Champion 3/9/1999 Township 6 South, Range 47 East 320.00 59 10 Mary E. Carlat, Section 27: SE1/4 husband and wife Section 34: NW1/4NW1/4NW1/4SE1/4, E1/2NW1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2SE1/4NW1/4SE1/4, SE1/4SE1/4NW1/4SE1/4, NE1/4SE1/4, E1/2E1/2SE1/4NE1/4, E1/2E1/2NE1/4NE1/4, NW1/4NE1/4NE1/4NE1/4 Section 35: W1/2NW1/4NW1/4NW1/4, SE1/4NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, NW1/4SE1/4NW1/4, N1/2SW1/4NW1/4, W1/2SW1/4SW1/4NW1/4, W1/2W1/2NW1/4SW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE E-1 Viola Wynkoop, a widow W. H. Champion 4/30/1999 Township 7 South Range 47 East 239.94 59 186 Sectionalizing Subdivision Survey of H.E.S. No. 985, embracing a portion of Sections 16 and 21 described as follows: Beginning at Corner No. 1 from which the corner to Sections 16, 17, 20 and 21 in said Township and Range bears South 89(degrees)54' West 13.29 chains distant; thence North 25(degrees)37' East 16.30 chains to Corner No. 2 of said H.E.S. No. 985; thence South 69(degrees)42' East 21.82 chains to stone corner set and marked corner 2A S. S. S.; thence South 31 (degrees)12' West 40.62 chains to stone corner set and marked Corner 4A S. S. S.; thence North 71(degrees)55' West 17.88 chains to Corner No. 5 of said H.E.S. No. 985; thence North 25(degrees)37' East 24.38 chains to Corner No. 1 of said H.E.S. No. 985, the place of beginning, containing 79.97 acres, more of less. Township 7 South Range 47 East H.E.S. Tract # 984 being a metes and bounds tract in Sections 16, 17 and 21 (159.97)
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE E Doris Lee Dunning , a widow and W. H. Champion 2/22/1999 Township 5 South, Range 45 East 1,867.71 58 866 Doris Lee Dunning as Trustee of Section 26: SW1/4NE1/4, S1/2NW1/4, the Sidney Lee Dunning Trust E1/2SW1/4, W1/2SE1/4 Section 35: E1/2, E1/2W1/2 Township 5 South, Range 46 East Section 28: S1/2SW1/4SW1/4 Section 29: S1/2NE1/4SW1/4, S1/2NE1/4NE1/4SW1/4, NW1/4NE1/4SW1/4, NE1/4NE1/4SE1/4SW1/4, N1/2NW1/4SW1/4SE1/4, E1/2SW1/4SE1/4, SW1/4NW1/4SE1/4, S1/2NW1/4NW1/4SE1/4, W1/2SE1/4NW1/4SE1/4, SW1/4NE1/4NW1/4SE1/4, NW1/4SE1/4SE1/4, S1/2SE1/4SE1/4 Section 32: N1/2NE1/4NE1/4NE1/4, SE1/4NE1/4NE1/4NE1/4, NE1/4NW1/4NE1/4NE1/4 Section 33: NW1/4NW1/4NW1/4, N1/2NE1/4NW1/4NW1/4 Section 34: SE1/4NE1/4 Section 35: N1/2SE1/4NW1/4, NE1/4SE1/4SE1/4NW1/4, SW1/4NW1/4, E1/2NW1/4NW1/4SE1/4, NE1/4SE1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2S1/2NE1/4SE1/4, N1/2NE1/4SE1/4 Township 6 South, Range 46 East Section 5: Lot 10(19.51), SW1/4NW1/4, NE1/4NW1/4SW1/4, NW1/4NE1/4SW1/4 Section 6: Lots 1(39.52), 2(39.66) Township 6 South, Range 47 East Section 32: S1/2SE1/4SW1/4 Township 7 South, Range 47 East Section 4: Lots 21(12.17), 22(27.52), 24(30.00), 25(15.00), 28(10.00), 29(20.00) Section 5: Lot 5(24.41)
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HES Tract # 984 being a metes and bounds tract in Sections 16, 17 & 21 (159.97) HES Tract # 985 being a metes and bounds tract in Sections 16 & 21 (159.97) HES Tract # 989 being a metes and bounds tract in Section 21 (159.98)

LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE F William Glen Wash and Carol Bull W. H. Champion 2/22/1999 Township 5 South, Range 45 East 899.80 58 748 Wash, husband and wife Section 34: NE1/4 Township 6 South, Range 46 East Section 4: W1/2NW1/4SW1/4, SE1/4NW1/4SW1/4, N1/2SW1/4SW1/4 Section 5: Lot 8 (18.89), NE1/4SE1/4SE1/4, N1/2SE1/4 HES Tract 212 being a metes and bounds tract in Sections 11,12 & 13 (159.97) Township 6 South Range 47 East Section 7: Lot 16(27.18), S1/2 of Lot 17(20.00) Section 18: SW1/4 of Lot 2(10.00), Lot 3(40.00), N1/2 of Lot 4(20.00), Lot 21 (13.76) formerly described as N1/2 of Lot 5, N1/2 and SE1/4 of Lot 9(30.00) Township 7 South-Range 45 East Section 12: S1/2N1/2SE1/4SW1/4, S1/2SE1/4SW1/4, S1/2N1/2SW1/4SE1/4, S1/2SW1/4SE1/4 Section 13: W1/2NE1/4, E1/2NW1/4, NE1/4SW1/4 G Jeffrey Wash, a single man W. H. Champion 2/22/1999 Township 7 South-Range 45 East Section 13: NW1/4SE1/4 40.00 58 752 H Dale Williams and Janice Williams W. H. Champion 1/9/1999 Township 7 South-Range 48 East 159.55 58 785 husband and wife HES 993, being a metes and bounds tract in Sections 9, 10, 15 and 16
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE I James E. Lei and Jeannette Lei, W. H. Champion 2/25/1999 Township 6 South, Range 46 East 1,121.43 58 740 husband and wife Section 35: N1/2S1/2 Township 6 South, Range 47 East HES Tract # 209, being a metes and bounds tract in Section 31 (159.99) Township 7 South, Range 46 East Section 13: NE1/4 Township 7 South, Range 47 East Section 8: S1/2SW1/4 Section 17: W1/2NW1/4 Section 18: Lots 6(20.60), 7(5.39), 8(2.95), SW1/4NE1/4NE1/4, S1/2SE1/4NE1/4NE1/4, S1/2NW1/4NE1/4, NE1/4SE1/4NE1/4, S1/2N1/2NE1/4NW1/4, N1/2NE1/4SW1/4NW1/4, SE1/4NE1/4SW1/4NW1/4, E1/2SE1/4SW1/4NW1/4, NW1/4SE1/4NW1/4, W1/2NE1/4SE1/4NW1/4, S1/2SE1/4NW1/4, S1/2NE1/4NW1/4, S1/2N1/2NW1/4NE1/4 Section 26: N1/2SE1/4SW1/4, N1/2SW1/4, SW1/4SE1/4NW1/4, S1/2SW1/4NW1/4 Section 27: NE1/4NE1/4SW1/4, SE1/4NW1/4, NW1/4SW1/4NW1/4, E1/2SW1/4NW1/4, S1/2NW1/4NW1/4, NE1/4NE1/4SE1/4, S1/2SE1/4NE1/4 Section 28: E1/2NW1/4NE1/4, NE1/4NE1/4 I-1, S Mary Ann McCullough, a widow W. H. Champion 5/3/1999 Township 6 South Range 46 East 409.73 59 195 Section 35: N1/2S1/2 Township 6 South, Range 47 East H.E.S. No. 209 being a metes and bounds tract in Section 31 (159.99) That portion of H.E.S. No. 656 more fully described in Book 19 of Deeds, Page 550 situated in Section 25 of Township 6 South, Range 45 East and in Sections 30 and 31 of Township 6 South, Range 46 East (89.74)
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE I-2, S-1 Jean E. McCullough, W. H. Champion 5/3/1999 Township 6 South Range 46 East 409.73 59 189 Individually and as Section 35: N1/2S1/2 Attorney-in-Fact for Township 6 South, Range 47 East David W. McCullough H.E.S. No. 209 being a metes and bounds tract in Section 31 (159.99) That portion of H.E.S. No. 656 more fully described in Book 19 of Deeds, Page 550 situated in Section 25 of Township 6 South, Range 45 East and in Sections 30 and 31 of Township 6 South, Range 46 East (89.74) I-3, S-2 Helen J. Smith, a widow W. H. Champion 5/3/1999 Township 6 South Range 46 East 409.73 59 192 Section 35: N1/2S1/2 Township 6 South, Range 47 East H.E.S. No. 209 being a metes and bounds tract in Section 31 (159.99) That portion of H.E.S. No. 656 more fully described in Book 19 of Deeds, Page 550 situated in Section 25 of Township 6 South, Range 45 East and in Sections 30 and 31 of Township 6 South, Range 46 East (89.74) J David Perry and Carrol W. H. Champion 3/1/1999 Township 5 South, Range 45 East 1,119.00 58 607 Ann Perry, husband and Section 14: E1/2E1/2, NW1/4NE1/4, wife E1/2W1/2 Section 23: S1/2NE1/4, E1/2NW1/4, NE1/4SW1/4, N1/2SE1/4 less a 1.00 acre tract in the NE1/4SW1/4 as more completely described in Book A of deeds page 543 Section 24: N1/2, N1/2S1/2
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE K George D. Smith and W. H. Champion 3/1/1999 Township 5 South, Range 46 East 640.00 58 665 Patricia Smith, Section 21: S1/2SE1/4NE1/4SE1/4, husband and wife SE1/4SE1/4, NE1/4NE1/4SW1/4SE1/4, S1/2N1/2SW1/4SE1/4, S1/2SW1/4SE1/4, SE1/4NE1/4SE1/4SW1/4, SE1/4SE1/4SW1/4, E1/2SW1/4SE1/4SW1/4 Section 22: W1/2SW1/4SW1/4SW1/4, N1/2SW1/4SW1/4, W1/2NW1/4SE1/4SW1/4, SW1/4SW1/4NE1/4SW1/4, S1/2S1/2NW1/4SW1/4, SE1/4SE1/4NE1/4SW1/4, E1/2NE1/4SE1/4SW1/4, NE1/4SE1/4SE1/4SW1/4, NW1/4SW1/4SW1/4SE1/4, E1/2SW1/4SW1/4SE1/4, NW1/4SW1/4SE1/4, E1/2SW1/4SE1/4, SE1/4SE1/4, SE1/4NE1/4SE1/4 Section 23: S1/2NW1/4SW1/4, SW1/4NE1/4SW1/4, W1/2SE1/4NE1/4SW1/4, NW1/4NW1/4SE1/4SW1/4, N1/2N1/2SW1/4SW1/4, S1/2NW1/4SW1/4SW1/4 Section 24: S1/2SW1/4NE1/4, SW1/4NW1/4SW1/4NE1/4, S1/2S1/2SE1/4NE1/4, NW1/4SW1/4SE1/4NE1/4, S1/2NE1/4SE1/4NW1/4, SE1/4NW1/4SE1/4NW1/4, S1/2SE1/4NW1/4, N1/2NE1/4SE1/4, N1/2S1/2NE1/4SE1/4, SW1/4SW1/4NE1/4SE1/4, N1/2NE1/4NW1/4SE1/4, W1/2SE1/4SE1/4 Section 25: NE1/4NE1/4 Section 27: NW1/4NE1/4NE1/4 Section 28: NE1/4NW1/4NE1/4NW1/4, N1/2NE1/4NE1/4NW1/4, N1/2N1/2NW1/4NE1/4, NW1/4NW1/4NE1/4NE1/4, SE1/4NW1/4NW1/4NE1/4 Township 5 South, Range 47 East Section 19: S1/2NW1/4SW1/4NE1/4, S1/2SW1/4NE1/4, S1/2SW1/4SE1/4NE1/4, S1/2NE1/4SW1/4NW1/4, E1/2W1/2SW1/4NW1/4, SE1/4SW1/4NW1/4, S1/2N1/2SE1/4NW1/4, S1/2SE1/4NW1/4, NW1/4NE1/4NE1/4SW1/4, NE1/4NW1/4NE1/4SW1/4, E1/2NW1/4SE1/4, N1/2NW1/4NW1/4SE1/4, NE1/4SE1/4 Section 20: W1/2SW1/4NW1/4SW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE K-1 Walter Ray Smith and Sandra M. W. H. Champion 3/1/1999 Township 5 South, Range 46 East 640.00 59 167 Smith, husband and wife Section 21: S1/2SE1/4NE1/4SE1/4, SE1/4SE1/4, NE1/4NE1/4SW1/4SE1/4, S1/2N1/2SW1/4SE1/4, S1/2SW1/4SE1/4, SE1/4NE1/4SE1/4SW1/4, SE1/4SE1/4SW1/4, E1/2SW1/4SE1/4SW1/4 Section 22: W1/2SW1/4SW1/4SW1/4, N1/2SW1/4SW1/4, W1/2NW1/4SE1/4SW1/4, SW1/4SW1/4NE1/4SW1/4, S1/2S1/2NW1/4SW1/4, SE1/4SE1/4NE1/4SW1/4, E1/2NE1/4SE1/4SW1/4, NE1/4SE1/4SE1/4SW1/4, NW1/4SW1/4SW1/4SE1/4, E1/2SW1/4SW1/4SE1/4, NW1/4SW1/4SE1/4, E1/2SW1/4SE1/4, SE1/4SE1/4, SE1/4NE1/4SE1/4 Section 23: S1/2NW1/4SW1/4, SW1/4NE1/4SW1/4, W1/2SE1/4NE1/4SW1/4, NW1/4NW1/4SE1/4SW1/4, N1/2N1/2SW1/4SW1/4, S1/2NW1/4SW1/4SW1/4 Section 24: S1/2SW1/4NE1/4, SW1/4NW1/4SW1/4NE1/4, S1/2S1/2SE1/4NE1/4, NW1/4SW1/4SE1/4NE1/4, S1/2NE1/4SE1/4NW1/4, SE1/4NW1/4SE1/4NW1/4, S1/2SE1/4NW1/4, N1/2NE1/4SE1/4, N1/2S1/2NE1/4SE1/4, SW1/4SW1/4NE1/4SE1/4, N1/2NE1/4NW1/4SE1/4, W1/2SE1/4SE1/4 Section 25: NE1/4NE1/4 Section 27: NW1/4NE1/4NE1/4 Section 28: NE1/4NW1/4NE1/4NW1/4, N1/2NE1/4NE1/4NW1/4, N1/2N1/2NW1/4NE1/4, NW1/4NW1/4NE1/4NE1/4, SE1/4NW1/4NW1/4NE1/4 Township 5 South, Range 47 East Section 19: S1/2NW1/4SW1/4NE1/4, S1/2SW1/4NE1/4, S1/2SW1/4SE1/4NE1/4, S1/2NE1/4SW1/4NW1/4, E1/2W1/2SW1/4NW1/4, SE1/4SW1/4NW1/4, S1/2N1/2SE1/4NW1/4, S1/2SE1/4NW1/4, NW1/4NE1/4NE1/4SW1/4, NE1/4NW1/4NE1/4SW1/4, E1/2NW1/4SE1/4, N1/2NW1/4NW1/4SE1/4, NE1/4SE1/4 Section 20: W1/2SW1/4NW1/4SW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE K-2 Mae Gress, fka Mildred W. H. Champion 3/1/1999 Township 5 South, Range 46 East 640.00 59 163 Mae Smith Gress, a Section 21: S1/2SE1/4NE1/4SE1/4, single woman SE1/4SE1/4, NE1/4NE1/4SW1/4SE1/4, S1/2N1/2SW1/4SE1/4, S1/2SW1/4 SE1/4, SE1/4NE1/4SE1/4SW1/4, SE1/4SE1/4SW1/4, E1/2SW1/4SE1/4SW1/4 Section 22: W1/2SW1/4SW1/4SW1/4, N1/2SW1/4SW1/4, W1/2NW1/4SE1/4SW1/4, SW1/4SW1/4NE1/4SW1/4, S1/2S1/2NW1/4SW1/4, SE1/4SE1/4NE1/4SW1/4, E1/2NE1/4SE1/4SW1/4, NE1/4SE1/4SE1/4SW1/4, NW1/4SW1/4SW1/4SE1/4, E1/2SW1/4SW1/4SE1/4, NW1/4SW1/4SE1/4, E1/2SW1/4SE1/4, SE1/4SE1/4, SE1/4NE1/4SE1/4 Section 23: S1/2NW1/4SW1/4, SW1/4NE1/4SW1/4, W1/2SE1/4NE1/4SW1/4, NW1/4NW1/4SE1/4SW1/4, N1/2N1/2SW1/4SW1/4, S1/2NW1/4SW1/4SW1/4 Section 24: S1/2SW1/4NE1/4, SW1/4NW1/4SW1/4NE1/4, S1/2S1/2SE1/4NE1/4, NW1/4SW1/4SE1/4NE1/4, S1/2NE1/4SE1/4NW1/4, SE1/4NW1/4SE1/4NW1/4, S1/2SE1/4NW1/4, N1/2NE1/4SE1/4, N1/2S1/2NE1/4SE1/4, SW1/4SW1/4NE1/4SE1/4, N1/2NE1/4NW1/4SE1/4, W1/2SE1/4SE1/4 Section 25: NE1/4NE1/4 Section 27: NW1/4NE1/4NE1/4 Section 28: NE1/4NW1/4NE1/4NW1/4, N1/2NE1/4NE1/4NW1/4, N1/2N1/2NW1/4NE1/4, NW1/4NW1/4NE1/4NE1/4, SE1/4NW1/4NW1/4NE1/4 Township 5 South, Range 47 East Section 19: S1/2NW1/4SW1/4NE1/4, S1/2SW1/4NE1/4, S1/2SW1/4SE1/4NE1/4, S1/2NE1/4SW1/4NW1/4, E1/2W1/2SW1/4NW1/4, SE1/4SW1/4NW1/4, S1/2N1/2SE1/4NW1/4, S1/2SE1/4SW1/4, NW1/4NE1/4NE1/4SW1/4, NE1/4NW1/4NE1/4SW1/4, E1/2NW1/4SE1/4, N1/2NW1/4NW1/4SE1/4, NE1/4SE1/4 Section 20: W1/2SW1/4NW1/4SW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE L A. Frank Hagen and W. H. Champion 3/1/1999 Township 7 South, Range 45 East 1,662.56 58 726 Loreen S. Hagen, Section 1: Lots 6(34.78), 7(35.19), husband and wife W1/2SE1/4NE1/4, SW1/4NE1/4, NE1/4SE1/4NW1/4 Section 12: Lot 5(17.75) Section 23: S1/2SW1/4NE1/4, S1/2N1/2SW1/4NE1/4, N1/2NE1/4SW1/4NE1/4, NE1/4NW1/4SW1/4NE1/4, S1/2SE1/4NW1/4NE1/4, N1/2S1/2SE1/4NE1/4, N1/2SE1/4NE1/4, S1/2S1/2NE1/4NE1/4, SE1/4SE1/4NW1/4, N1/2NE1/4NE1/4SW1/4, SE1/4NW1/4SW1/4, SW1/4NE1/4SW1/4, NW1/4SE1/4SW1/4, S1/2NW1/4NE1/4SW1/4, N1/2SE1/4NE1/4SW1/4, N1/2N1/2NW1/4SE1/4, S1/2NW1/4NW1/4SE1/4, N1/2SW1/4NW1/4SE1/4, SW1/4NE1/4NW1/4SE1/4, NW1/4SE1/4NW1/4SE1/4, SE1/4SW1/4NW1/4NE1/4, S1/2NE1/4NE1/4SW1/4 Section 24: N1/2S1/2SW1/4NW1/4, N1/2SW1/4NW1/4, NW1/4SW1/4SE1/4NW1/4, W1/2NW1/4SE1/4NW1/4, SW1/4SW1/4NE1/4NW1/4, S1/2S1/2NW1/4NW1/4 less and except a tract of land as more fully described in Book 3 of Deeds, page 146 and containing 1.20 acres and also a tract of land as more fully described in Book 16 of Deeds, page 483 and containing 0.09 acres Section 27: S1/2N1/2SW1/4NE1/4, S1/2SW1/4NE1/4, SW1/4NW1/4SE1/4NE1/4, W1/2SW1/4SE1/4NE1/4, SE1/4SE1/4SW1/4NW1/4, S1/2NE1/4SE1/4NW1/4, N1/2SE1/4SE1/4NW1/4, S1/2S1/2SE1/4NW1/4, E1/2E1/2W1/2SW1/4, E1/2SW1/4, W1/2W1/2SE1/4 Section 34: E1/2NW1/4, E1/2E1/2NW1/4NW1/4, N1/2NE1/4SW1/4, N1/2S1/2NE1/4SW1/4, SE1/4SW1/4 Township 7 South, Range 46 East Section 6: Lots 6(34.29), 7(34.34), E1/2SW1/4, SW1/4NE1/4, SE1/4NW1/4, W1/2SE1/4 Section 7: NE1/4NE1/4 Section 8: SW1/4NW1/4, NE1/4SW1/4, NE1/4SE1/4SW1/4, E1/2SE1/4SE1/4SW1/4, NW1/4SE1/4, S1/2SE1/4 Section 17: E1/2NE1/4, NW1/4NE1/4, NE1/4NE1/4NE1/4NW1/4 Section 21: NE1/4NE1/4 Section 22: SW1/4NE1/4, N1/2NW1/4, SE1/4NW1/4, NW1/4SE1/4 L-1 Dorothy Marie DuPont W. H. Champion 3/1/1999 Township 7 South, Range 45 East 1661.56 58 730 and
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Henry DuPont, husband Section 1: Lots 6(34.78), 7(35.19), and wife W1/2SE1/4NE1/4, SW1/4NE1/4, NE1/4SE1/4NW1/4 Section 12: Lot 5(17.75) Section 23: S1/2SW1/4NE1/4, S1/2N1/2SW1/4NE1/4, N1/2NE1/4SW1/4NE1/4, NE1/4NW1/4SW1/4NE1/4, S1/2SE1/4NW1/4NE1/4, N1/2S1/2SE1/4NE1/4, N1/2SE1/4NE1/4, S1/2S1/2NE1/4NE1/4, SE1/4SE1/4NW1/4, N1/2NE1/4NE1/4SW1/4, SE1/4NW1/4SW1/4, SW1/4NE1/4SW1/4, NW1/4SE1/4SW1/4, S1/2NW1/4NE1/4SW1/4, N1/2SE1/4NE1/4SW1/4, N1/2N1/2NW1/4SE1/4, S1/2NW1/4NW1/4SE1/4, N1/2SW1/4NW1/4SE1/4, SW1/4NE1/4NW1/4SE1/4, NW1/4SE1/4NW1/4SE1/4, SE1/4SW1/4NW1/4NE1/4, S1/2NE1/4NE1/4SW1/4 Section 24: N1/2S1/2SW1/4NW1/4, N1/2SW1/4NW1/4, NW1/4SW1/4SE1/4NW1/4, W1/2NW1/4SE1/4NW1/4, SW1/4SW1/4NE1/4NW1/4, S1/2S1/2NW1/4NW1/4 less and except a tract of land as more fully described in Book 3 of Deeds, page 146 and containing 1.20 acres and also a tract of land as more fully described in Book 16 of Deeds, page 483 and containing 0.09 acres Section 27: S1/2N1/2SW1/4NE1/4, S1/2SW1/4NE1/4, SW1/4NW1/4SE1/4NE1/4, W1/2SW1/4SE1/4NE1/4, SE1/4SE1/4SW1/4NW1/4, S1/2NE1/4SE1/4NW1/4, N1/2SE1/4SE1/4NW1/4, S1/2S1/2SE1/4NW1/4, E1/2E1/2W1/2SW1/4, E1/2SW1/4, W1/2W1/2SE1/4 Section 34: E1/2NW1/4, E1/2E1/2NW1/4NW1/4, N1/2NE1/4SW1/4, N1/2S1/2NE1/4SW1/4, SE1/4SW1/4 Township 7 South, Range 46 East Section 6: Lots 6(34.29), 7(34.34), E1/2SW1/4, SW1/4NE1/4, SE1/4NW1/4, W1/2SE1/4, less and except a 1.00 acre in Lot 6 as more fully described in Book 10MF, page 620. Section 7: NE1/4NE1/4 Section 8: SW1/4NW1/4, NE1/4SW1/4, NE1/4SE1/4SW1/4, E1/2SE1/4SE1/4SW1/4, NW1/4SE1/4, S1/2SE1/4 Section 17: E1/2NE1/4, NW1/4NE1/4, NE1/4NE1/4NE1/4NW1/4 Section 21: NE1/4NE1/4 Section 22: SW1/4NE1/4, N1/2NW1/4, SE1/4NW1/4, NW1/4SE1/4 M Phoebe Ann Finlayson W. H. Champion 3/9/1999 Township 6 South, Range 47 East 394.40 58 854 and Harry R. Finlayson, Section 24: SE1/4SW1/4, SW1/4SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE wife and husband HES Tract No. 655 being a metes and bounds tract is Sections 17, 18 and 20, containing 157.35 acres HES Tract No. 988 being a metes and bounds tract is Sections 21, 27 and 28, containing 157.05 acres N Daniel W. Davis and W. H. Champion 3/1/1999 Township 5 South, Range 47 East 807.50 58 659 Marcy M. Davis, Section 4: S1/2SE1/4NW1/4, husband and wife E1/2NW1/4NW1/4SW1/4, SW1/4NW1/4NW1/4SW1/4, SW1/4NW1/4SW1/4, E1/2NW1/4SW1/4, W1/2SW1/4SW1/4, NE1/4SW1/4SW1/4, NE1/4SE1/4SW1/4SW1/4, E1/2SW1/4, NW1/4SE1/4, N1/2SW1/4SE1/4 Section 5: SW1/4SW1/4SW1/4NE1/4, NW1/4NW1/4SE1/4NW1/4, S1/2N1/2SE1/4NW1/4, S1/2SE1/4NW1/4, SW1/4NW1/4, N1/2SW1/4, N1/2SW1/4SW1/4, SE1/4SW1/4, NW1/4NW1/4NW1/4SE1/4, S1/2N1/2N1/2SE1/4, S1/2N1/2SE1/4, S1/2SE1/4 Section 6: NW1/4NE1/4NE1/4, S1/2NE1/4NE1/4, W1/2NE1/4, SE1/4NE1/4, E1/2NE1/4SE1/4, NE1/4SE1/4SE1/4, E1/2E1/2 of Lot 1(10.00), NE1/4 of Lot 8(10.00), E1/2SE1/4 of Lot 8(5.00) Section 8: W1/2NE1/4NE1/4NW1/4, NW1/4NE1/4NW1/4 O Louis J. Capra and W. H. Champion 3/1/1999 Township 4 South, Range 47 East 400.00 58 870 Penny Capra, Section 31: S1/2S1/2 husband and wife Township 5 South, Range 47 East Section 4: SW1/4SW1/4NW1/4NW1/4, W1/2W1/2SW1/4NW1/4, E1/2SW1/4SW1/4NW1/4, SE1/4SW1/4NW1/4, NW1/4NW1/4NW1/4SW1/4 Section 5: S1/2S1/2NE1/4NE1/4, SE1/4NW1/4NE1/4, SW1/4SW1/4NW1/4NE1/4, E1/2SW1/4NW1/4NE1/4, NW1/4SW1/4NE1/4, N1/2SW1/4SW1/4NE1/4, SE1/4SW1/4SW1/4NE1/4, E1/2SW1/4NE1/4, SE1/4NE1/4, NE1/4NW1/4SE1/4NW1/4, N1/2NE1/4SE1/4NW1/4, NE1/4NW1/4NW1/4SE1/4, N1/2NE1/4NW1/4SE1/4, N1/2N1/2NE1/4SE1/4, N1/2NW1/4 P Trusler, Inc., a W. H. Champion 3/8/1999 Township 4 South, Range 46 East 1,117.50 58 994 Montana Corporation Section 11: S1/2SW1/4SE1/4, SW1/4SE1/4SE1/4 Section 13: SE1/4NE1/4SE1/4, SW1/4NE1/4NE1/4SE1/4, E1/2SW1/4NE1/4SE1/4,
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE NW1/4SW1/4NE1/4SE1/4, S1/2NW1/4NE1/4SE1/4, NW1/4NW1/4NE1/4SE1/4, N1/2SE1/4NW1/4SE1/4, NE1/4NW1/4SE1/4, N1/2NW1/4NW1/4SE1/4, W1/2SE1/4SW1/4NE1/4, SW1/4SW1/4NE1/4, NE1/4NE1/4NE1/4SW1/4, S1/2NW1/4, W1/2SE1/4NW1/4NW1/4, W1/2NW1/4NW1/4 Section 14: NE1/4NE1/4, E1/2SE1/4NE1/4, NW1/4SE1/4NE1/4, NE1/4SW1/4NE1/4, SE1/4NW1/4NE1/4, N1/2NW1/4NE1/4, NE1/4NE1/4NW1/4 Township 4 South, Range 47 East Section 17: S1/2SW1/4, S1/2SW1/4SE1/4, SW1/4SE1/4SE1/4 Section 18: N1/2SE1/4SE1/4, S1/2S1/2NE1/4SE1/4, S1/2NW1/4SE1/4, N1/2SW1/4SE1/4, N1/2SE1/4SE1/4SW1/4, NE1/4SW1/4NE1/4SW1/4, N1/2SE1/4SW1/4, S1/2NE1/4SW1/4, S1/2NW1/4SW1/4, N1/2SW1/4SW1/4 Section 20: NE1/4, S1/2NE1/4NW1/4, SE1/4NW1/4, SE1/4SW1/4NW1/4, E1/2NW1/4SW1/4, NE1/4SW1/4, N1/2N1/2SE1/4 Section 21: NW1/4NW1/4NW1/4, S1/2NW1/4NW1/4, SW1/4NE1/4NW1/4, S1/2NW1/4, W1/2SW1/4NE1/4, W1/2NW1/4SE1/4, NE1/4SW1/4 Q William C. Trusler and W. H. Champion 3/8/1999 Township 5 South, Range 46 East 320.00 58 998 Jacqueline Section 2: E1/2SW1/4SW1/4NE1/4, Trusler, husband and SE1/4SW1/4NE1/4, wife N1/2NW1/4SE1/4, W1/2SW1/4NW1/4SE1/4, N1/2SW1/4 Section 3: NE1/4SE1/4 Township 5 South, Range 47 East Section 6: E1/2 of Lot 9(20.00), E1/2 of Lot 16(20.00), W1/2SE1/4, W1/2E1/2SE1/4 R Robert T. Tate, Jr. W. H. Champion 4/27/1999 Township 6 South, Range 46 East 314.95 59 179 aka R. T. Tate, Jr. Section 4: N1/2S1/2SE1/4SW1/4, and Aileen Tate, S1/2N1/2SE1/4SW1/4, husband and wife SW1/4SW1/4SE1/4, W1/2SE1/4SW1/4SE1/4 Section 9: N1/2NW1/4NE1/4, E1/2SW1/4NW1/4NE1/4, SE1/4NW1/4NE1/4, W1/2NW1/4NE1/4NE1/4, S1/2NE1/4NE1/4, N1/2SE1/4NE1/4 Section 10: S1/2NW1/4NW1/4, N1/2SW1/4NW1/4, S1/2S1/2NE1/4, SE1/4NW1/4 H.E.S. Tract No. 987 being a metes and bounds tract in Sections 10 and 11 (79.95) T Thomas F. Thompson as W. H. Champion 4/27/1999 Township 4 South, Range 47 East 240.00 59 335 Attorney-in-Fact for Section 4: NE1/4SE1/4 Rose Edith Thompson, Section 8: NE1/4NW1/4 a widow Section 21: NW1/4SW1/4, NE1/4SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 23: SE1/4SE1/4 Section 27: SW1/4SE1/4 U Elizabeth Kjelland, W. H. Champion 5/1/1999 Township 5 South, Range 47 East 160.00 59 332 a widow Section 4: S1/2NW1/4NE1/4, S1/2NE1/4, S1/2NE1/4NW1/4, N1/2SE1/4NW1/4, N1/2NE1/4SE1/4 MTM-88324 Bureau of Land W. H. Champion 7/1/1998 Township 6 South-Range 48 East 9329.98 Management Section 1: Lots 1,3,4, S1/2N1/2, N1/2S1/2 Section 2: Lots 1,2,3,4, S1/2NE1/4 Section 3: Lots 1,2,4,5, S1/2NW1/4, SE1/4SE1/4 Section 4: Lots 1,2,3,4 Section 5: Lots 1,2,3, SW1/4NE1/4, SE1/4NW1/4, SE1/4 Section 6: SE1/4NE1/4 Section 10: Lots 2,3,4, E1/2E1/2, E1/2SW1/4, W1/2SE1/4 Section 11: E1/2NE1/4, S1/2 Section 12: S1/2N1/2, S1/2 Section 13: All Section 14: E1/2E1/2, N1/2SW1/4, SE1/4SW1/4, W1/2SE1/4 Section 15: Lots 1,2,3,4, S1/2NE1/4, E1/2W1/2, SE1/4 Section 17: SE1/4SW1/4 Section 19: NW1/4NE1/4, S1/2NE1/4 Section 22: Lots 1,2,3,4, E1/2, E1/2W1/2 Section 23: N1/2, N1/2S1/2, SW1/4SW1/4, SE1/4SE1/4 Section 24: All Section 25: All Section 26: E1/2, S1/2SW1/4 Section 27: Lots 1,2,3,4, E1/2, E1/2W1/2 Section 34: Lots 1,2,3,4,5,6,7,8,9,10, 11,12, SW1/4 Section 35: Lots 1,2,3,4, E1/2, E1/2W1/2 MTM-88325 Bureau of Land Management W. H. Champion 7/1/1998 Township 6 South-Range 49 East 8964.91 Section 1: Lot 4, SE1/4NE1/4, E1/2SW1/4, SE1/4 Section 2: Lots 1,2, SE1/4SW1/4, W1/2SE1/4, SE1/4SE1/4 Section 3: Lots 2,3, SW1/4NE1/4, SE1/4NW1/4, S1/2SE1/4 Section 4: SE1/4SW1/4, S1/2SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 9: E1/2, E1/2W1/2 Section 10: N1/2, N1/2S1/2, S1/2SW1/4, SW1/4SE1/4 Section 11: N1/2, N1/2S1/2, SE1/4SW1/4, S1/2SE1/4 Section 12: All Section 13: All Section 14: All Section 23: All Section 24: All Section 25: All Section 26: All Section 27: All Section 34: N1/2, N1/2S1/2, SE1/4SW1/4, S1/2SE1/4 Section 35: ALL MTM-88326 Bureau of Land Management W. H. Champion 7/1/1998 Township 6 South-Range 49 East 6671.79 Section 5: S1/2SE1/4 Section 6: Lots 2,3,6,7, SW1/4NE1/4, SE1/4SE1/4 Section 7: Lots 3,4, E1/2SW1/4, SE1/4 Section 8: N1/2N1/2, SW1/4NE1/4, S1/2NW1/4, NW1/4SW1/4 Section 15: W1/2E1/2, W1/2
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 17: SW1/4NE1/4, S1/2NW1/4, S1/2 Section 18: Lots 1,2,3,4, E1/2, E1/2W1/2 Section 19: Lots 1,2, N1/2NE1/4, E1/2NW1/4 Section 20: All Section 21: ALL Section 22: All Section 28: All Section 29: NE1/4, N1/2NW1/4 Section 30: E1/2SE1/4 Section 31: Lots 1,2,3,4, N1/2NE1/4, SW1/4NE1/4, E1/2SW1/4, SE1/4 Section 32: S1/2NE1/4, NW1/4NW1/4, SE1/4 Section 33: N1/2NE1/4, SE1/4NE1/4, SW1/4NW1/4, W1/2SW1/4, SE1/4SW1/4, SW1/4SE1/4 MTM-89086 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 47 East 480.00 Section 12: Lots 3,4,5,6, W1/2 MTM-89087 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 47 East Section 24: Lots 1 thru 16, W1/2 925.31 MTM-89088 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 47 East 642.82 Section 1 Lots 4, 5 Section 12: Lot 13 Section 13: Lots 9, 10, 15, N1/2SW1/4, SW1/4SW1/4 Section 14: NE1/4SW1/4,N1/2SE1/4 Section 23: NW1/4NE1/4,SW1/4SW1/4 Section 24: Lots 7, 10 MTM-89089 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 47 East 1,080.00 Section 25: Lots 3,4,5,6,NW1/4 Section 26: SW1/4NW1/4, SW1/4, SW1/4SE1/4 Section 34: N1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4 Section 35: NW1/4NE1/4, W1/2 MTM-89090 Bureau of Land Management W. H. Champion 5/1/1999 Township 6 South-Range 47 East 439.75
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 1: Lot 6 Section 12: Lot 1 Section 13: S1/2NW1/4 Section 24: SW1/4NE1/4, S1/2NW1/4, N1/2SW1/4, SW1/4SW1/4, NW1/4SE1/4 MTM-89091 Bureau of Land Management W. H. Champion 5/1/1999 Township 3 South-Range 48 East 440.00 Section 24: N1/2 Section 32: SE1/4SW1/4, S1/2SE1/4 MTM-89092 Bureau of Land Management W. H. Champion 5/1/1999 Township 3 South-Range 48 East 640.00 Section 34: All MTM-89093 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 987.79 Section 2: Lots 5 thru 20 Section 10: NW1/4NE1/4, N1/2NW1/4, SW1/4NW1/4, S1/2SW1/4, W1/2SE1/4 MTM-89094 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 1,354.38 Section 4: Lots 1,2,3,4, S1/2N1/2, S1/2 Section 6: Lots 4, 7 Section 8: All MTM-89095 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 556.70 Section 18: Lot 1, NE1/4, E1/2SE1/4 Section 20: SE1/4NW1/4, NW1/4SE1/4 Section 30: Lot 2, NE1/4NE1/4, S1/2NE1/4, SE1/4NW1/4 MTM-89096 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 800.00 Section 22: All Section 27: SE1/4 MTM-89097 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 960.00 Section 24: SE1/4NE1/4, NW1/4, N1/2SW1/4, SW1/4SW1/4 Section 25: W1/2W1/2, SE1/4NW1/4, NE1/4SW1/4, E1/2SE1/4 Section 26: NE1/4NE1/4, N1/2 NW1/4,SW1/4NW1/4, SW1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE MTM-89098 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 320.00 Section 28 SW1/4NW1/4, N1/2N1/2SE1/4NW1/4, SW1/4 Section 33: S1/2S1/2NW1/4NE1/4, SW1/4NE1/4, NW1/4SE1/4, S1/2S1/2NE1/4NW1/4, N1/2N1/2SW1/4SE1/4 MTM-89099 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 360.00 Section 32: SE1/4 Section 33: NW1/4SW1/4 Section 34: NE1/4SW1/4, N1/2SE1/4, SE1/4SE1/4 MTM-89100 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 48 East 80.00 Section 33: W1/2NW1/4 MTM-89101 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 48 East 1,003.62 Section 1: Lots 2,3,4, S1/2N1/2, N1/2SE1/4, SW1/4SE1/4 Section 2: Lots 2,3,4, S1/2NW1/4, SW1/4, NW1/4SE1/4, S1/2SE1/4 Section 12: Lot 1, W1/2NW1/4 MTM-89102 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 48 East 1,400.08 Section 3: Lots 1,2,3,4, S1/2NE1/4, SE1/4NW1/4, SE1/4 Section 10: E1/2E1/2, W1/2NW1/4, NW1/4SW1/4, SW1/4SE1/4 Section 11: All MTM-89103 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 48 East 598.70 Section 5: Lot 1, SW1/4, W1/2SE1/4, SE1/4SE1/4 Section 6: Lot 7, SE1/4SW1/4 Section 7: Lot 1, W1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4 MTM-89104 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 48 East 280.00 Section 12: S1/2NE1/4, W1/2SW1/4 N1/2SE1/4, SW1/4SE1/4 MTM-89106 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 48 East 1,001.38
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 15: W1/2NE1/4, N1/2NW1/4, SE1/4NW1/4, S1/2SW1/4 E1/2SE1/4 Section 22: Lots 5,6, NE1/4NE1/4, S1/2NE1/4, SW1/4NW1/4 Section 23: N1/2NE1/4, NW1/4, NE1/4SW1/4, NW1/4SE1/4, S1/2SE1/4 MTM-89107 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 48 East 959.70 Section 17: E1/2, NE1/4NW1/4, S1/2NW1/4, SE1/4SW1/4 Section 18: SW1/4SE1/4 Section 19: Lots 1,2, W1/2NE1/4, SE1/4 Section 20: NW1/4NE1/4, NW1/4SW1/4, SW1/4SE1/4 MTM-89111 Bureau of Land Management W. H. Champion 5/1/1999 Township 6 South-Range 48 East Section 8: SW1/4NW1/4SW1/4NW1/4 42.50 Section 9: SW1/4SE1/4 MTM-89112 Bureau of Land Management W. H. Champion 5/1/1999 Township 3 South-Range 49 East 985.53 Section 20: N1/2, N1/2SE1/4 Section 28: NE1/4, N1/2NW1/4, S1/2SE1/4 Section 30: Lot 1, E1/2E1/2 NW1/4NE1/4, SW1/4SE1/4 MTM-89113 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 49 East 576.56 Section 4: NE1/4, N1/2NW1/4, SW1/4SW Section 6: Lots 1,2,3,4, E1/2W1/2 MTM-89114 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 49 East 1,001.08 Section 19: Lots 3,4, E1/2SW1/4, SE1/4 Section 20: N1/2NE1/4, NE1/4NW1/4, S1/2NW1/4, SW1/4 Section 30: Lots 1,2,3,4, N1/2NE1/4, SW1/4NE1/4, E1/2W1/2 MTM-89115 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 49 East 760.00 Section 21: N1/2NE1/4, W1/2 Section 28: SW1/4NE1/4, NW1/4 Section 29: SE1/4NE1/4, N1/2NW1/4. SW1/4SE1/4
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE MTM-89116 Bureau of Land Management W. H. Champion 5/1/1999 Township 4 South-Range 49 East 923.23 Section 31: Lots 3,4,7,8,11,14, NE1/4, E1/2NW1/4 Section 32: Lots 11,12, NE1/4 Section 33: Lots 3,4,6,11, SW1/2NW1/4 MTM-89117 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 49 East Section 4: Lots 1,2,3,4, S1/2N1/2, NE1/4SW1/4, SE1/4 1,163.60 Section 9: All MTM-89118 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 49 East 1,162.14 Section 5 Lots 1,2, S1/2NE1/4, SE1/4NW1/4, S1/2 Section 8: ALL MTM-89119 Bureau of Land Management W. H. Champion 5/1/1999 Township 5 South-Range 49 East 910.25 Section 6: Lots 1,2,3,7, SE1/4SW1/4, SE1/4SE1/4 Section 7: Lots 1,2,3,4, SE1/2, E1/2W1/2 MTM-89126 Bureau of Land Management W. H. Champion 5/1/1999 Township 6 South-Range 49 East 400.00 Section 5: SW1/4SW1/4 Section 8: SW1/4SW1/4 Section 10: SE1/4SE1/4 Section 11: SW1/4SW1/4 Section 15: E1/2E1/2 Section 17: NW1/4NW1/4 Section 31: SE1/4NW1/4 MTM-87969 Bureau of Land Management W. H. Champion 5/1/1998 Township 8 South-Range 48 East 5,222.85 Section 4: All
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 5: N1/2 Section 6: Lots 1,2,3,4, E1/2W1/2, E1/2 Section 7: NE1/4, NE1/4NW1/4, NE1/4SE1/4, Lot 4, SE1/4SW1/4 Section 9: All Section 10: All Section 17: N1/2NE1/4, SE1/4NE1/4, SW1/4NW1/4, SW1/4, SW1/4SE1/4 Section 18: Lots 1,2,3,4, E1/2W1/2, W1/2NE1/4, SE1/4NE1/4, SE1/4 Section 19: Lots 1,2,3,4, E1/2 W1/2, E1/2 Section 20: N1/2, SW1/4, N1/2SE1/4 MTM-89291 Bureau of Land Management W. H. Champion 7/1/1999 Township 5 South-Range 45 East 1840.00 Section 12: All Section 22: S1/2NE1/4, SE1/4 Section 23: NE1/4NE1/4, SW1/4NW1/4, W1/2SW1/4 Section 24: SE1/4SE1/4 Section 25: NE1/4 Section 26: NW1/4NW1/4,SW1/2SW1/4 Section 27: E1/2 Section 35: W1/2W1/2 33, 129-99 State of Montana W. H. Champion 3/3/1999 Township 4 South, Range 47 East 939.41 60 20 Section 36: Lots 1 through S16, W1/2 33, 126-99 State of Montana W. H. Champion 3/3/1999 Township 3 South, Range 47 East 640.00 60 129 Section 36: All 33, 127-99 State of Montana W. H. Champion 3/3/1999 Township 3 South, Range 48 East 314.54 60 133 Section 30: Lots 1, 2, SE1/2NW1/4, NE1/4 33, 128-99 State of Montana W. H. Champion 3/3/1999 Township 3 South, Range 48 East 640.00 60 137 Section 36: All
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE 33, 130-99 State of Montana W. H. Champion 3/3/1999 Township 4 South, Range 48 East 640.00 60 141 Section 16: All 33, 131-99 State of Montana W. H. Champion 3/3/1999 Township 4 South, Range 48 East 640.00 60 145 Section 36: All 33, 132-99 State of Montana W. H. Champion 3/3/1999 Township 4 South, Range 49 East 640.00 60 149 Section 16: All 33, 133-99 State of Montana W. H. Champion 3/3/1999 Township 4 South, Range 49 East 285.17 60 153 Section 18: Lots 3, 4, SE1/2SW1/4, SE1/4 33, 134-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 47 East 1001.20 60 157 Section 36: Lots 1 through 16, W1/2 33, 135-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 48 East 160.00 60 161 Section 3: SW1/4NW1/4, NW1/4 SW1/4, S1/2SW1/4 33, 136-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 48 East 40.00 60 165 Section 4: NE1/4SE1/4 33, 137-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 48 East 120.00 60 169 Section 10: E1/2NW1/4,SW1/4NE1/4 33, 138-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 48 East 640.00 60 173 Section 16: All 33, 139-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 48 East 640.00 60 177 Section 36: All 33, 140-99 State of Montana W. H. Champion 3/3/1999 Township 5 South, Range 49 East 640.00 60 181 Section 16: All 33, 143-99 State of Montana W. H. Champion 3/3/1999 Township 6 South, Range 49 East 640.00 60 185 Section 16: All 33, 144-99 State of Montana W. H. Champion 3/3/1999 Township 6 South, Range 49 East 640.00 60 189
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 36: All 33, 240-99 State of Montana W. H. Champion 6/2/1999 Township 5 South, Range 45 East 640.00 60 193 Section 16: All 33, 241-99 State of Montana W. H. Champion 6/2/1999 Township 5 South, Range 45 East 640.00 60 197 Section 36: All 33, 242-99 State of Montana W. H. Champion 6/2/1999 Township 6 South, Range 46 East 320.00 60 201 Section 36: S1/2 NAMI-1 Douglas A. Cahill and W. H. Champion 1/14/2000 Township 1 South, Range 46 East 658.10 62 403 Shelly S. Cahill, (Powder River) husband & wife Section 2: Lots 3(48.97), 4(49.13) 5(40.00), 6(40.00),7(40.00), 8(40.00), 9(40.00),10(40.00) Township 1 North, Range 46 East (Custer) Section 32: S1/2 NAMI-2 Richard E. Hough, aka W. H. Champion 1/17/2000 Township 1 South, Range 46 800.00 62 404 R. E. Hough and Nicole East (Powder River) Hough, husband & wife Section 2: Lots 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All NAMI-4 Thelma Ilene Ballensky, W. H. Champion 3/16/2000 Township 1 South, Range 46 East (Powder 978.10 62 116 a married woman River) Section 2: Lots 3(48.97), 4(49.13), 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All NAMI-5 Ethel C. Ewing Saunders, W. H. Champion 3/16/2000 Township 1 South, Range 46 East (Powder 978.10 62 114 a married woman River) Section 2: Lots 3(48.97), 4(49.13), 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE NAMI-6 Wanda Yvetta McIntosh, W. H. Champion 5/23/2000 Township 1 South, Range 46 East 978.10 62 118 aka (Powder River) Wanda Yvette McIntosh, Section 2: Lots 3(48.97), 4(49.13), a widow 5(40.00), 6(40.00), 7(40.00), 8(40.00), 9(40.00), 10(40.00) Township 1 North, Range 46 East (Custer) Section 32: All 1.0202 David C. Carlat RMG 1/15/2001 Township 5 South, Range 47 East 677.19 67 838 Section 34: S2 Township 6 South, Range 47 East Section 1: Lots 1(39.02), 2(39.67), 3(39.61), 4(39.55), 5(39.34), N2SW, NWSE Township 6 South, Range 48 East Section 5: SENE 1.0198 Donna Jean Kemp RMG 1/20/2001 Township 5 South, Range 49 East 640 64 43 Section 28: S2SW Section 29: SWSE, SESW Section 32: NE Section 33: N2 1.0199 Della Jean Gasaway RMG 1/20/2001 Township 5 South, Range 49 East 640 64 41 Section 28: S2SW Section 29: SWSE, SESW Section 32: NE Section 33: N2 1.02 Violet Meyers RMG 1/20/2001 Township 5 South, Range 49 East 640 64 39 Section 28: S2SW Section 29: SWSE, SESW Section 32: NE Section 33: N2 1.0201 Gayle and Gordon Mohr RMG 1/20/2001 Township 5 South, Range 49 East 640 64 37 Section 28: S2SW Section 29: SWSE, SESW
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE Section 32: NE Section 33: N2 1.0203 Shirley Jilge RMG 2/27/2001 Township 5 South, Range 49 East 640 67 840 Section 28: S2SW Section 29: SWSE, SESW Section 32: NE Section 33: N2 1.0196 Ag America RMG 6/27/2000 Township 4 South, Range 49 East 80 63 639 Section 30: SENE, NESE 1.0195 Ag America RMG 6/27/2000 Township 4 South, Range 49 East 240 63 643 Section 29: S2NW, SWNE, NWSE, N2SW 1.0194 Ag America RMG 6/27/2000 Township 4 South, Range 49 East 120 63 647 Section 28: E2SE. SENE 1.0193 Ag America RMG 6/27/2000 Township 4 South, Range 49 East 200 63 652 Section 27: S2NW, N2SW, SWSW 1.0191 Swope Family Trust RMG 8/2/2000 Township 6 South, Range 49 East 800 62 966 Section 29: S2, S2NW Section 32: N2NE Section 33: SWNE, N2NW, SENW, NESW, SESE 1.0192 Gay Ranch, Inc. RMG 6/6/2000 Township 6 South, Range 49 East 2118.5 62 202 Section 19: Lots 3(33.20), 4(33.10), E2SW, S2NE, SE Section 29: S2, S2NW Section 30: Lots 1(33.04), 2(33.05), 3(33.05), 4(33.06), E2W2, NE, W2SE Section 31: NENW, SENE Section 32: N2NE, SW, E2NW, SWNW Section 33: SWNE, N2NW, SENW, NESW, N2SE, SESE 1.019 Lloyd W. Rypkema RMG 6/10/2000 Township 6 South, Range 49 East 800 62 200
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LEASE NO LESSOR LESSEE DATE DESCRIPTION ACRES BOOK PAGE ~~Section 29: S2, S2NW Section 32: N2NE Section 33: SWNE, N2NW, SENW, NESW, N2SE, SESE~~
Page 55 ROSEBUD COUNTY, MONTANA EXHIBIT "A" Attached to and made a part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following described Leases and Lands. LEASE NO: 11 LESSOR: S & P Land Co., a Montana Corporation LESSEE: David J. Knapp LEASE DATE: April 28, 1998 PRIMARY TERM: 5 years RECORDED: Book 107, Page 534, Rosebud County DESCRIPTION: Only insofar as lease covers the following described lands: Township 7 South, Range 41 East, MPM, Rosebud County, Montana Section 20: W/2 E/2 and SE/4 SE/4 Section 21: S/2 SW/4 Section 27: Lots 2 (46.79), 3 (47.32), 6 (47.43), 7 (47.95), 8 (47.91) Section 28: Lot 3 (50.80) Section 33: Lots 1 (37.11), 3 ( 35.95) & 4 (35.90) Section 34: Lots 1 (48.13), 2 (48.13), 6 (48.06), 7 (39.07), 8 (38.52), 9 (45.72) and NE/4 SW/4 LEASE NO: 13 LESSOR: George Warren Brewster III and Doris M. Brewster, his wife LESSEE: David J. Knapp LEASE DATE: April 10, 1998 PRIMARY TERM: 10 years RECORDED: Book 107, Page 695, Rosebud County DESCRIPTION: Only insofar as lease covers the following described lands: Township 6 South, Range 42 East, Rosebud County, Montana Section 31: NE/4 NE/4 LEASE NO: 14 LESSOR: George Warren Brewster III and Doris M. Brewster, his wife LESSEE: David J. Knapp LEASE DATE: April 10, 1998 PRIMARY TERM: 10 years RECORDED: Book 107, Page 528, Rosebud County DESCRIPTION: Only insofar as lease covers the following described lands: Township 5 South, Range 41 East, MPM, Rosebud County, Montana Section 31: Lot 3 (39.85), E/2 SW/4, E/2 SE/4 and SW/4 SE/4 Section 32: S/2 SW/4 and W/2 SE/4 Township 6 South, Range 41 East, MPM, Rosebud County, Montana Section 1: SW/4 SW/4 Section 2: Lot 2 (38.08), SW/4 NE/4, SW/4 NW/4, N/2 SW/4 and SE/4 Section 3: Lots 1 (37.72), 2 (37.52), 3 (37.32), 4 (37.12), SE/4 NE/4, SW/4 NW/4 and SW/4 Section 4: Lots 1 (37.05), 2 (37.08), 3 (37.15), 4 (37.19), SE/4 NE/4, and SW/4 NW/4 Section 5: S/2 N/2 Section 6: Lots 1 (50.87), 3 (51.09), 7 (48.23), S/2 NE/4, SE/4 NW/4 and SE/4 SW/4 Section 7: Lot 1 (48.26), W/2 NE/4, SE/4 NE/4, NE/4 NW/4 and SE/4 Section 8: W/2 SW/4, SE/4 SW/4, SW/4 SE/4 Section 9: NE/4 NE/4 Section 11: E/2 NE/4 and SE/4 SE/4 Section 12: W/2 NW/4 and SW/4 SW/4 Section 13: Lots 3 (41.91), 4 (41.98), W/2 NE/4, N/2 NW/4, SE/4 NW/4 and NW/4 SE/4 Section 17: S/2 NE/4, N/2 SE/4 and SW/4 SE/4 Section 20: SE/4 Section 21: W/2 SW/4 Section 24: Lots 1 (41.98), 2 (41.93), 3 (41.98), 4 (42.08), and W/2 NE/4 Section 25: Lots 1 (41.31), 2 (39.86), NW/4 NE/4 and NE/4 NW/4 Section 28: W/2 NW/4 Section 30: Lot 2 (49.16), SE/4 NW/4 Township 6 South, Range 42 East, MPM, Rosebud County, Montana Section 18: Lot 7 (43.31), SE/4 SW/4 Section 19: Lots 1 (43.33), 2 (43.34), 3 (43.35), 4 (37.97), 5 (34.98), W/2 NE/4, SE/4 NE/4, E/2 NW/4, NE/4 SW/4 and NE/4 SE/4 Section 20: Lot 5 (40.82), W/2 SE/4 and SE/4 SE/4 1 ROSEBUD COUNTY, MONTANA Section 28: SW/4 SW/4 Section 29: E/2 NE/4, N/2 SW/4, SE/4 SW/4, N/2 SE/4, S/2 SE/4 except 25.2 ac. Section 32: S/2 NE/4, N/2 NE/4 less 3.1 acres Section 33: NW/4 LEASE NO: 15 LESSOR: Robert E. Ebeling, individually and attorney in fact for Eula B. Ebeling, his wife LESSEE: David J. Knapp LEASE DATE: April 10, 1998 PRIMARY TERM: 10 years RECORDED: Book 107, Page 531, Rosebud County DESCRIPTION: Only insofar as lease covers the following described lands: Township 5 South, Range 41 East, MPM, Rosebud County, Montana Section 31: Lot 3 (39.85), E/2 SW/4, E/2 SE/4 and SW/4 SE/4 Section 32: S/2 SW/4 and W/2 SE/4 Township 6 South, Range 41 East, MPM, Rosebud County, Montana Section 1: SW/4 SW/4 Section 2: Lot 2 (38.08), SW/4 NE/4, SW/4 NW/4, N/2 SW/4 and SE/4 Section 3: Lots 1 (37.72), 2 (37.52), 3 (37.32), 4 (37.12), SE/4 NE/4, SW/4 NW/4 and SW/4 Section 4: Lots 1 (37.05), 2 (37.08), 3 (37.15), 4 (37.19), SE/4 NE/4, and SW/4 NW/4 Section 5: S/2 N/2 Section 6: Lots 1 (50.87), 3 (51.09), S/2 NE/4, and SE/4 NW/4 Section 9: NE/4 NE/4 Section 11: E/2 NE/4 and SE/4 SE/4 Section 12: W/2 NW/4 and SW/4 SW/4 Section 13: Lots 3 (41.91), 4 (41.98), W/2 NE/4, N/2 NW/4, SE/4 NW/4 and NW/4 SE/4 Section 24: Lots 1 (41.98), 2 (41.93), 3 (41.98), 4 (42.08), and W/2 NE/4 Section 25: Lots 1 (41.31), 2 (39.86), NW/4 NE/4 and NE/4 NW/4 Township 6 South, Range 42 East, MPM, Rosebud County, Montana Section 18: Lot 7 (43.31), SE/4 SW/4 Section 19: Lots 1 (43.33), 2 (43.34), 3 (43.35), 4 (37.97), 5 (34.98), W/2 NE/4, SE/4 NE/4, E/2 NW/4, NE/4 SW/4 and NE/4 SE/4 Section 20: Lot 5 (40.82), W/2 SE/4 and SE/4 SE/4 Section 28: SW/4 SW/4 Section 29: E/2 NE/4, N/2 SW/4, SE/4 SW/4, N/2 SE/4, S/2 SE/4 except 25.2 ac. Section 32: S/2 NE/4, N/2 NE/4 less 3.1 acres Section 33: NW/4 LEASE NO: 52 LESSOR: Lula J. Walthall LESSEE: David J. Knapp LEASE DATE: May 16, 1998 PRIMARY TERM: 5 years RECORDED: Book 107, Page 575, Rosebud County DESCRIPTION: Only insofar as lease covers the following described lands: Township 7 South, Range 41 East, M.P.M., Rosebud County, Montana Section 5: Lots 1 (20.51) & 2 (20.51) Section 6: Lots 6 (33.19) Township 6 South, Range 41 East, M.P.M., Rosebud County, Montana Section 30: Lots 3 (49.18), 4 (49.19) & E/2 SW/4 Section 31: Lots 1 (49.24), S/2 NE/4 & NE/4 SE/4 Section 32: N/2 SW/4, SE/4 SW/4 & SW/4 SE/4 LEASE NO: 55 LESSOR: STANDARD ENERGY CORPORATION, a Utah Corporation LESSEE: SAVANT RESOURCES LLC LEASE DATE: June 5, 1998 PRIMARY TERM: 5 years RECORDED: Book 107, Page 556, Rosebud County DESCRIPTION: Only insofar as lease covers the following described lands: Township 6 South, Range 41 East, M.P.M., Rosebud County, Montana Section 6: Lot 7 (48.23), SE/4 SW/4 Section 7: Lot 1 (48.26), W/2 NE/4, SE/4 NE/4, NE/4 NW/4 & SE/4 Section 8: W/2 SW/4, SE/4 SW/4, SW/4 SE/4 Section 17: S/2 NE/4, N/2 SE/4 & SW/4 SE/4 Section 20: SE/4 Section 21: W/2 SW/4 Section 28: W/2 NW/4 Section 30: Lot 2 (49.16) & SE/4 NW/4 Township 6 South, Range 42 East, M.P.M., Rosebud County, Montana 2 ROSEBUD COUNTY, MONTANA A tract of land situated in the S/2 SE/4 of Section 29, containing 25.2 acres and N/2 NE/4 of Section 32, containing 3.1 acres, more particularly described as follows: Beginning at the Quarter corner between said Sections 29 and 32, South 73 degrees 51' East 810 feet; thence North 84 degrees 27' East 270.5 feet; thence North 83 degrees 54' East 957.0 feet; thence North 1 degree 53' West 245.0 feet; thence North 40 degrees 43' West 901.5 feet to middle of Tongue River; thence along middle of Tongue River in a straight line 1387.5 feet with a bearing of South 87 degrees 20' West; thence South 3 degrees 13' East 200.0 feet; thence South 67 degrees 24' East 514.5 feet; thence North 79 degrees 56' East 348.5 feet; thence South 13 degrees 15' East 118.6 feet; thence South 31 degrees 35' West 140.5 feet; thence South 2 degrees 58' West for 420.5 feet to a point of beginning. LEASE NO: LESSOR: Bull Ranch, a Montana Corporation LESSEE: W. H. Champion LEASE DATE: February 15, 1999 PRIMARY TERM: 2 years with option to extend for an additional 5 years RECORDED: Book 108MC, Page 334 DESCRIPTION: Township 5 South, Range 44 East, Rosebud County, Montana Section 5: Lots 3, 6, 7, NW1/4SW1/4NE1/4, SE1/4NW1/4, E1/2SW1/4NW1/4, SE1/4NW1/4NW1/4, NE1/4NE1/4SW1/4, NW1/4SE1/4, SW1/4NE1/4SE1/4, N1/2SW1/4SE1/4, SE1/4SE1/4, SE1/4SW1/4SE1/4 Section 8: N1/2NE1/4NE1/4, SE1/4NE1/4NE1/4 Section 16: SW1/4SE1/4, W1/2SE1/4SE1/4, W1/2NE1/4SE1/4, E1/2NW1/4SE1/4 Section 21: NE1/4NE1/4, E1/2NW1/4NE1/4, SE1/4NE1/4SE1/4NE1/4 Section 22: S1/2NW1/4SW1/4NW1/4, NE1/4NW1/4SW1/4NW1/4, NE1/4SW1/4NW1/4, S1/2SW1/4NW1/4, SW1/4SE1/4NW1/4 HES 1007 being a metes and bounds tract in Section 22 and 27. HES 645 being a metes and bounds tract in Section 34 and 35 of T5S, R44E and Section 1 of T6S, R44E LEASE NO: LESSOR: USDI-BLM (MTM-89286) LESSEE: W. H. Champion LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 4 South, Range 43 East, Rosebud County, Montana Section 34: Lot 5, SE1/4SE1/4 LEASE NO: LESSOR: USDI-BLM (MTM-89287) LESSEE: W. H. Champion LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 43 East, Rosebud County, Montana Section 20: Lots 1 thru 12 Section 29: Lots 1 thru 8, E1/2, E1/2W1/2 Section 30: Lots 3 thru 14 Section 31: Lots 1 thru 11, S1/2NE1/4, SE1/4NW1/4, E1/2SW1/4, SE1/4 LEASE NO: LESSOR: USDI-BLM (MTM-89296) LESSEE: W. H. Champion LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 43 East, Rosebud County, Montana Section 5: Lots 1 thru 6, S1/2NW1/4 Section 6: Lot 1, SW1/4NE1/4 LEASE NO: LESSOR: USDI-BLM (MTM-89297) LESSEE: W. H. Champion LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 43 East, Rosebud County, Montana Section 5: Lots 7 thru 14 Section 8: Lots 1 thru 7, S1/2NE1/4, SE1/4NW1/4, E1/2SW1/4, SE1/4 Section 21: Lots 3 thru 10, N1/2NE1/4, SE1/4NE1/4, NE1/4NW1/4 3 ROSEBUD COUNTY, MONTANA LEASE NO: LESSOR: USDI-BLM (MTM-89302) LESSEE: W. H. Champion LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 43 East, Rosebud County, Montana Section 6: Lot 7, SE1/4SW1/4, S1/2SE1/4 Section 7: Lots 1, 2, NE1/4, E1/2NW1/4 LEASE NO: LESSOR: USDI-BLM (MTM-89298) LESSEE: Paul E. Nordstog LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 43 East, Rosebud County, Montana Section 19: Lots 3, 4, 5, 6 Section 28: E1/2 LEASE NO: LESSOR: USDI-BLM (MTM-89301) LESSEE: Paul E. Nordstog LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 6 South, Range 43 East, Rosebud County, Montana Section 33: Lots 2, 3, 4, E1/2, E1/2W1/2 LEASE NO: LESSOR: USDI-BLM (MTM-89303) LESSEE: Paul E. Nordstog LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 43 East, Rosebud County, Montana Section 21: S1/2 Section 28: N1/2, W1/2SW1/4, SE1/4SW1/4, SW1/4SE1/4 Section 29: E1/2 LEASE NO: LESSOR: USDI-BLM (MTM-89304) LESSEE: Paul E. Nordstog LEASE DATE: July 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 7 South, Range 43 East, Rosebud County, Montana Section 31: Lots 3, 4, E1/2SW1/4, W1/2SE1/4 Section 32: NE1/4, E1/2NW1/4, NE1/4SW1/4, N1/2SE1/4 Section 33: N1/2 LEASE NO: LESSOR: USDI-BLM (MTM-89500) LESSEE: W. H. Champion LEASE DATE: December 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 41 East, Rosebud County, Montana Section 20: W1/2 Section 29: All LEASE NO: LESSOR: USDI-BLM (MTM-89501) LESSEE: W. H. Champion LEASE DATE: December 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 41 East, Rosebud County, Montana Section 22: All Section 27: All 4 ROSEBUD COUNTY, MONTANA LEASE NO: LESSOR: USDI-BLM (MTM-89502) LESSEE: W. H. Champion LEASE DATE: December 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 41 East, Rosebud County, Montana Section 24: W1/2 Section 26: All LEASE NO: LESSOR: USDI-BLM (MTM-89503) LESSEE: W. H. Champion LEASE DATE: December 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 41 East, Rosebud County, Montana Section 30: Lots 1, 2, 3, 4, E1/2W1/2, E1/2 Section 31: Lots 1, 2, NE1/4, E1/2NW1/4, NW1/4SE1/4 LEASE NO: LESSOR: USDI-BLM (MTM-89504) LESSEE: W. H. Champion LEASE DATE: December 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 41 East, Rosebud County, Montana Section 32: N1/2, N1/2SW1/4, E1/2SE1/4 Section 33: All LEASE NO: LESSOR: USDI-BLM (MTM-89505) LESSEE: W. H. Champion LEASE DATE: December 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 41 East, Rosebud County, Montana Section 34: All Section 35: All LEASE NO: LESSOR: USDI-BLM (MTM-89506) LESSEE: W. H. Champion LEASE DATE: November 1, 1999 PRIMARY TERM: 10 years RECORDED: Not recorded DESCRIPTION: Township 5 South, Range 42 East, Rosebud County, Montana Section 20: SW1/4, NE1/4SE1/4, S1/2SE1/4 Section 27: Lots 2, 3, 4, 5, 6, SW1/4NE1/4, SE1/4NW1/4, NE1/4SW1/4, NW1/4SE1/4 LEASE NO: LESSOR: State of Montana 33, 247-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 567 DESCRIPTION: Township 4 South, Range 43 East, Rosebud County, Montana Section 36: All LEASE NO: LESSOR: State of Montana 33, 248-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 571 DESCRIPTION: Township 4 South, Range 44 East, Rosebud County, Montana Section 16: N1/2, SW1/4 5 ROSEBUD COUNTY, MONTANA LEASE NO: LESSOR: State of Montana 33, 249-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 575 DESCRIPTION: Township 5 South, Range 42 East, Rosebud County, Montana Section 36: Lots 1, 2, 3, 4, S1/2N1/2, S1/2 and the bed of the Tongue River from low-water mark to low-water mark, all abandoned channels within the original glo meandered survey, all islands vertically emerging from between the low-water marks after November 8, 1889 and their accretions. LEASE NO: LESSOR: State of Montana 33, 250-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 579 DESCRIPTION: Township 5 South, Range 43 East, Rosebud County, Montana Section 16: All LEASE NO: LESSOR: State of Montana 33, 251-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 583 DESCRIPTION: Township 6 South, Range 42 East, Rosebud County, Montana Section 16: Lots 1 thru 10, S1/2NE1/4, SE1/4 LEASE NO: LESSOR: State of Montana 33, 252-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 587 DESCRIPTION: Township 6 South, Range 42 East, Rosebud County, Montana Section 21: SW1/4NE1/4, NE1/4SW1/4, NW1/4SE1/4 LEASE NO: LESSOR: State of Montana 33, 253-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 591 DESCRIPTION: Township 6 South, Range 42 East, Rosebud County, Montana Section 22: W1/2SE1/4 LEASE NO: LESSOR: State of Montana 33, 254-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 595 DESCRIPTION: Township 6 South, Range 42 East, Rosebud County, Montana Section 23: NE1/4SW1/4, S1/2SW1/4 LEASE NO: LESSOR: State of Montana 33, 255-99 LESSEE: W. H. Champion LEASE DATE: June 2, 1999 PRIMARY TERM: 10 years RECORDED: Book 108MC, Page 599 DESCRIPTION: Township 6 South, Range 42 East, Rosebud County, Montana Section 36: Lots 1, 2, 3, 4, S1/2N1/2, S1/2 END OF EXHIBIT "A" 6 EAST TEXAS PROSPECTS LEASE SCHEDULE
DATE LESSOR ACRES TERM ROYALTY COUNTY - ----------------------------------------------------------------------------------------- 6/7/2002 Whitton 8.300 5 yrs PU 1/6 Nacogdoches 7/10/2002 H.E. Nichols 59.790 5 yrs PU 1/6 Nacogdoches 7/10/2002 H.C. & D.M. Nichols 59.790 5 yrs PU 1/6 Nacogdoches 7/10/2002 L.R. & B.J. Nichols 36.998 5 yrs PU 1/6 Nacogdoches 7/15/2002 B.S. Gray 50.000 5 yrs PU 1/6 Nacogdoches 7/16/2002 Hyatt 3.000 5 yrs PU 1/6 Nacogdoches 7/16/2002 Johnson 0.892 5 yrs PU 1/6 Nacogdoches 7/25/2002 H. & D. Nichols 3.000 5 yrs PU 1/6 Nacogdoches 7/31/2002 Denham 56.267 5 yrs PU 1/6 Nacogdoches 8/5/2002 A. Cariker 15.625 5 yrs PU 1/6 Nacogdoches 8/5/2002 Gound 15.625 5 yrs PU 1/6 Nacogdoches 8/5/2002 M. Cariker 31.250 5 yrs PU 1/6 Nacogdoches 8/7/2002 Blackburn 22.750 5 yrs PU 1/6 Nacogdoches 8/7/2002 L.R. & B.J. Nichols 22.750 5 yrs PU 1/6 Nacogdoches 8/7/2002 H.E. Nichols 22.750 5 yrs PU 1/6 Nacogdoches 8/7/2002 H. & D. Nichols 22.750 5 yrs PU 1/6 Nacogdoches 8/7/2002 Denham 22.750 5 yrs PU 1/6 Nacogdoches 8/7/2002 H.L. & V.F. Nichols 22.750 5 yrs PU 1/6 Nacogdoches 8/10/2002 H.L. & V.F. Nichols 56.267 5 yrs PU 1/6 Nacogdoches 8/13/2002 Blackburn etal 56.267 5 yrs PU 1/6 Nacogdoches 8/16/2002 Johnson 23.500 5 yrs PU 1/6 Nacogdoches 8/16/2002 Wilson 23.500 5 yrs PU 1/6 Nacogdoches 8/16/2002 Overall 53.300 5 yrs PU 1/6 Nacogdoches 8/16/2002 Weaver 5.000 5 yrs PU 1/6 Nacogdoches 8/16/2002 Baker 67.000 5 yrs PU 3/16 Nacogdoches 8/29/2002 Williamson 175.995 5 yrs PU 1/6 Nacogdoches 9/5/2002 Wilcox 189.380 5 yrs PU 1/6 Nacogdoches 9/30/2002 Harris 26.000 5 yrs PU 1/6 Nacogdoches 9/30/2002 Pomroi 26.000 5 yrs PU 1/6 Nacogdoches 9/30/2002 Wallace 156.000 5 yrs PU 1/6 Nacogdoches 10/1/2002 Weaver -5.000 Nacogdoches 10/1/2002 UMC Cushing 81.000 5 yrs PU 1/6 Nacogdoches 10/21/2002 Jon King 7.813 3 yrs PU 1/6 Rusk 10/21/2002 Chris King 7.813 3 yrs PU 1/6 Rusk 10/21/2002 Allen King 7.813 3 yrs PU 1/6 Rusk 10/21/2002 Jed King 7.813 3 yrs PU 1/6 Rusk

DATE LESSOR ACRES TERM ROYALTY COUNTY - ----------------------------------------------------------------------------------------- 10/24/2002 Townley Lumber 335.820 3 yrs PU 1/6 Rusk 10/28/2002 C.R. Lowe 43.225 3 yrs PU 1/6 Rusk 10/28/2002 Tannert 43.225 3 yrs PU 1/6 Rusk 10/31/2002 McCarter 109.000 3 yrs PU 1/6 Rusk 11/14/2002 M.J. Overall 108.500 5 yrs PU 1/6 Nacogdoches M.J. Overall -53.300 Nacogdoches 11/16/2002 Lucas 23.500 5 yrs PU 1/6 Nacogdoches Johnson -23.500 Nacogdoches 11/16/2002 Williams 50.000 5 yrs PU 1/6 Rusk 11/20/2002 Fritz 75.000 5 yrs PU 1/6 Rusk 11/20/2002 V.C. Overall 27.500 5 yrs PU 1/6 Nacogdoches 11/20/2002 Hustead 25.000 3 yrs PU 1/6 Rusk 11/20/2002 Cowell 25.000 3 yrs PU 1/6 Rusk 11/20/2002 Taylor 48.992 5 yrs PU 1/6 Rusk 11/20/2002 B.A. Albricht 48.992 5 yrs PU 1/6 Rusk 11/20/2002 M.L. Albricht 24.496 5 yrs PU 1/6 Rusk 11/20/2002 C.A. Albricht 24.496 5 yrs PU 1/6 Rusk 11/20/2002 Hudeck 48.992 5 yrs PU 1/6 Rusk 11/20/2002 Omberg 25.000 3 yrs PU 1/6 Rusk 12/2/2002 Beeson 11.811 5 yrs PU 3/16 Nacogdoches 12/5/2002 T.L. Matthews 11.250 3 yrs PU 1/6 Rusk 12/5/2002 Inmon (Guardian) 11.250 3 yrs PU 1/6 Rusk 12/5/2002 Inmon (B.J.M.) 60.000 3 yrs PU 1/6 Rusk 12/5/2002 Watson 11.250 3 yrs PU 1/6 Rusk 12/7/2002 Lewis 2.200 5 yrs PU 1/6 Nacogdoches 12/7/2002 Cooper 2.200 5 yrs PU 1/6 Nacogdoches 12/7/2002 P. Reagan 2.200 5 yrs PU 1/6 Nacogdoches 12/7/2002 A. Reagan 2.200 5 yrs PU 1/6 Nacogdoches 12/7/2002 Wheeler 2.200 5 yrs PU 1/6 Nacogdoches 12/7/2002 R.L. Reagan 2.200 5 yrs PU 1/6 Nacogdoches 12/12/2002 Baker 2.438 5 yrs PU 1/6 Nacogdoches 12/20/2002 Overall/Beaver 27.500 5 yrs PU 1/6 Nacogdoches 1/6/2003 A. Anderson 2.500 3 yrs PU 1/6 Rusk 1/6/2003 R. Anderson 0.625 3 yrs PU 1/6 Rusk 1/6/2003 T.G. Anderson 0.625 3 yrs PU 1/6 Rusk 1/6/2003 Copeland 0.625 3 yrs PU 1/6 Rusk 1/9/2003 J. Lowe 170.000 3 yrs PU 1/5 Rusk 1/10/2003 L. Northcutt 2.500 3 yrs PU 1/6 Rusk 1/10/2003 W.D. Northcutt 2.500 3 yrs PU 1/6 Rusk 2780.510
SHERIDAN COUNTY, WYOMING PART 1 EXHIBIT A - PART 1 Attached to and made a part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following described Lands and Leases: PHASE I - PIPELINE RIDGE Lessor: State of Wyoming 96-00047 Lessee: Maurice W. Brown Dated: April 2, 1996 Description: Township 55 North-Range 82 West Section 16: All From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 Acres Lessor: State of Wyoming 96-00259 Lessee: Maurice W. Brown Dated: November 2, 1996 Description: Township 55 North-Range 82 West Section 4: Lots 1, 2, 3, S/2NE, SENW, E/2SW, SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 478.98 Net Acres 478.98 Lessor: State of Wyoming 96-00260 Lessee: Maurice W. Brown Dated: November 2, 1996 Description: Township 55 North-Range 82 West Section 9: All From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 Lessor: State of Wyoming 97-00634 Lessee: Maurice W. Brown Dated: December 2, 1997 Description: Township 55 North-Range 82 West Section 3: SENE From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 40.00 Net Acres 40.00 Lessor: State of Wyoming 97-00635 Lessee: Maurice W. Brown Dated: December 2, 1997 Description: Township 55 North-Range 82 West Section 3: SE From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 160.00 Net Acres 160.00 Lessor: State of Wyoming 97-00636 Lessee: Maurice W. Brown Dated: December 2, 1997 Description: Township 55 North-Range 82 West Section 10: NE From Surface to 2,500 feet Sheridan County, Wyoming Page 1 of 12 SHERIDAN COUNTY, WYOMING PART 1 Gross Acres 160.00 Net Acres 160.00 Lessor: State of Wyoming 97-00637 Lessee: Maurice W. Brown Dated: December 2, 1997 Description: Township 55 North-Range 82 West Section 10: NESW. N/2SE From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 120.00 Net Acres 120.00 Lessor: State of Wyoming 97-00638 Lessee: Maurice W, Brown Dated: December 2, 1997 Description: Township 55 North-Range 82 West Section 11: SWNW, N/2S/2 From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 200.00 Net Acres 200.00 Lessor: State of Wyoming 99-00331 Lessee: Maurice W. Brown Dated: July 2, 1999 Description: Township 55 North-Range 82 West Section 22: W/2NW From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 80.00 Net Acres 80.00 Lessor: United States WYW-155756 Lessee: Maurice W. Brown Dated: December 1, 2003 Description: Insofar as Lease includes: Township 55 North-Range 82 West Section 4: Lot 4, SWNW From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 79.74 Net Acres 79.74 Lessor: State of Wyoming 99-00332 Lessee: Maurice W. Brown Dated: July 2, 1999 Description: Township 56 North-Range 82 West Section 34: SESW From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 40.00 Net Acres 40.00 PHASE 2A -- BUFFALO RUN PROPER Lessor: State of Wyoming - No. 96-00048 Lessee: Hancock Enterprises Dated: April 2, 1996 Description: Township 54 North-Range 83 West Section 1: Lots 1, 2, 3, 4, S/2N/2, Sf2 From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 639.19 Net Acres 639.19 Page 2 of 12 SHERIDAN COUNTY, WYOMING PART 1 Lessor: State of Wyoming - No. 96-00049 Lessee: Hancock Enterprises Dated: April 2, 1996 Description: Township 54 North-Range 83 West Section 2: Lots 1, 2, 3, 4, S/2N/2, S/2 From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 638.06 Net Acres 638.06 Lessor: State of Wyoming - No. 96-00050 Lessee: Hancock Enterprises Dated: April 2, 1996 Description: Township 54 North-Range 83 West Section 11: N/2 Section 12: N/2 From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 Lessor: State of Wyoming - No. 96-00051 Lessee: Hancock Enterprises Dated: April 2, 1996 Description: Township 54 North-Range 83 West Section 11: S/2 Section 12: S/2 From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 Lessor: State of Wyoming - No. 96-00052 Lessee: Maurice W. Brown Dated: April 2, 1996 Description: Township 55 North-Range 83 West Section 35: All From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 PHASE 2B - BUFFALO RUN EAST - HANCOCK Lessor: State of Wyoming 99-000125 Lessee: Wold Oil Properties, Inc. Dated: May 2, 1999 Description: Township 54 North-Range 82 West Section 6: Lots 3, 4, 5, 6, 7, SENW, E/2SW From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 322.61 Net Acres 241.958 PHASE 2C - BUFFALO RUN EAST - BROWN Lessor: State of Wyoming 01-00316 Lessee: Maurice W. Brown Dated: June 2, 2001 Description: Township 55 North-Range 82 West Section 35: S/2SE From Surface to 2,500 feet Sheridan County, Wyoming Gross Acres 80.00 Net Acres 80.00 Page 3 of 12 SHERIDAN COUNTY, WYOMING PART 1 Lessor: State of Wyoming 99-000124 Lessee: Wold Oil Properties, Inc. Dated: May 2, 1999 Description: Township 54 North-Range 82 West Section 5: E/2SE Section 8: NW, S/2 From surface to the Base of the Fort Union Formation Sheridan County, Wyoming Gross Acres 560.00 Net Acres 420.00 Lessor: United States WYW-155756 Lessee: Maurice W. Brown Dated: December 1, 2003 Description: Insofar as Lease includes: Township 55 North-Range 82 West Section 33: SWSE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 40.00 Net Acres 40.00 PHASE 2D -- BUFFALO RUN WEST Lessor: State of Wyoming 96-00416 Lessee: Maurice W. Brown Dated: December 2, 1996 Description: Township 55 North-Range 83 West Section 34: NE, NENW From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 200.00 Net Acres 200.00 Lessor: State of Wyoming 97-00281 Lessee: Maurice W. Brown Dated: July 2, 1997 Description: Township 54 North-Range 83 West Section 3: S/2NE, SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 240.00 Net Acres 240.00 Lessor: State of Wyoming 97-00282 Lessee: Maurice W. Brown Dated: July 2, 1997 Description: Township 54 North-Range 83 West Section 4: Lots 1, 2, S/2NE, N/2SE, SWSE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 280.93 Net Acres 280.93 Lessor: State of Wyoming 97-00283 Lessee: Maurice W. Brown Dated: July 2, 1997 Description: Township 54 North-Range 83 West Section 9: SESW, S/2SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 120.00 Net Acres 120.00 Page 4 of 12 SHERIDAN COUNTY, WYOMING PART 1 Lessor: State of Wyoming 97-00284 Lessee: Maurice W, Brown Dated: July 2, 1997 Description: Township 54 North-Range 83 West Section 10: N/2NE, SENE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 120.00 Net Acres 120.00 Lessor: United States WYW-155758 Lessee: Maurice W. Brown Dated: December 1, 2003 Description: Insofar as Lease includes: Township 55 North-Range 83 West Section 33: E/2SW From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 80.00 Net Acres 80.00 PHASE 3 - HORSE HILL Lessor: State of Wyoming 97-00277 Lessee: Maurice W. Brown Dated: July 2, 1997 Description: Township 54 North-Range 82 West Section 24: All From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 Lessor: State of Wyoming 97-00278 Lessee: Maurice W. Brown Dated: July 2, 1997 Description: Township 54 North-Range 82 West Section 26: NE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 160.00 Net Acres 160.00 Lessor: State of Wyoming 97-00279 Lessee: Maurice W. Brown Dated: July 2, 1997 Description: Township 54 North-Range 82 West Section 36: All From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 PHASE 4 - DUTCH CREEK Lessor: Ralph B. Willey and Barbara C. Willey, Trustees Lessee: Hancock Enterprises Dated: January 20, 1997 Recorded: Book 384 Page 169 Description: Township 55 North-Range 83 West Section 23: N/2SE/4 Section 24: W/2NE/4, NW/4, N/2SW/4, except a tract in the N/2SW/4 lying South and West of Cat Creek Road Section 26: NW/4NE/4, NE/4NW/4 Page 5 of 12 SHERIDAN COUNTY, WYOMING PART 1 From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 466.30 Net Acres 373.04 Lessor: Mary Ligocki and Robert J. Ligocki, Trustees Lessee: Hancock Enterprises Dated: January 20, 1997 Recorded: Book 384 Page 174 Description: Township 55 North-Range 83 West Section 13: SE/4SW/4, SE/4 From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 200.00 Net Acres 160.00 Lessor: State of Wyoming 96-00412 Lessee: Maurice W. Brown Dated: December 2, 1996 Description: Township 55 North-Range 82 West Section 17: SW From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 160.00 Net Acres 160.00 Lessor: State of Wyoming 96-00413 Lessee: Maurice W. Brown Dated: December 2, 1996 Description: Township 55 North-Range 82 West Section 18: SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 160.00 Net Acres 160.00 Lessor: State of Wyoming 99-00333 Lessee: Maurice W. Brown Dated: July 2, 1999 Description: Township 56 North-Range 83 West Section 10: S/2NE, N/2SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 160.00 Net Acres 160.00 Lessor: United States WYW-135636 Lessee: Maurice W. Brown Dated: April 1, 1995 Description: Township 55 North-Range 83 West Section 3: NESW, S/2SW Section 11: N/2NW From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 200.00 Net Acres 200.00 Lessor: United States WYW-142857 Lessee: Maurice W. Brown Dated: October 1, 1997 Description: Township 56 North-Range 82 West Section 1: NESE Section 10: W/2NE, NENW, SWSE Township 57 North-Range 82 West Section 29: S/2 Section 32: N/2NW, SWNW From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 640.00 Net Acres 640.00 Page 6 of 12 SHERIDAN COUNTY, WYOMING PART 1 Lessor: United States WYW-142861 Lessee: Maurice W. Brown Dated: October 1, 1997 Description: Township 55 North-Range 83 West Section 23: S/2SW, SWSE Section 25: SENW, NWSE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 200.00 Net Acres 40.00 Lessor: United States WYW-155756 Lessee: Maurice W. Brown Dated: December 1, 2003 Description: Insofar as Lease includes: Township 55 North-Range 82 West Section 5: Lot 1, SENE Section 18: SWNE Section 30: W/2SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 199.80 Net Acres 199.80 Lessor: United States WYW-155758 Lessee: Maurice W. Brown Dated: December 1, 2003 Description: Insofar as Lease includes: Township 55 North-Range 83 West Section 4: Lot 3 Section 27: SENE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 79.55 Net Acres 79.55 Lessor: State of Wyoming 03-00143 Lessee: Maurice W. Brown Dated: June 2, 2003 Description: Township 53 North-Range 82 West Section 33: E/2NE, SWSE From surface to 2,500 feet Johnson County, Wyoming Gross Acres 120.00 Net Acres 120.00 Interests in all of the above leases are subject to a mortgage executed by Galaxy Energy Corporation in favor of DAR, LLC, to secure a note in the amount of $2,600,000 payable on or before June 24, 2005. Lessor: State of Wyoming 01-00425 Lessee: Maurice W. Brown Dated: June 2, 2001 Description: Township 55 North-Range 84 West Section 18: Lots 1-4, NWNW, SENW, E/2SW, SE From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 479.56 Net Acres 60.00 Lessor: State of Wyoming 01-00324 Lessee: Maurice W. Brown Dated: June 2, 2001 Description: Township 55 North-Range 84 West Page 7 of 12 SHERIDAN COUNTY, WYOMING PART 1 Section 17: W/2SW From surface to 2,500 feet Sheridan County, Wyoming Gross Acres 80.00 Net Acres 40.00 Lessor: Victoria Leiter Mele Lessee: Pioneer Oil Company Dated: March 8, 2001 Description: See Leiter description below From Surface to 3,000 feet Gross Acres: 15,657.24 Net Acres: Lessor: Riggs Bank, N.A. and Ira S. Siegler, Co-Trustees under the Nancy Leiter Clagett Trust dated December 18, 1970, as amended Lessee: Pioneer Oil Company Description: See Leiter description below From Surface to 3,000 feet Gross Acres: 15,657.24 Net Acres: Lessor: Henry Teter, Esq., for Audrey Campbell Train, Juliet Campbell Folger, and Alison Campbell de Frise Lessee: Pioneer Oil Company Description: See Leiter description below From Surface to 3,000 feet Gross Acres: 15,657.24 Net Acres: LEGAL DESCRIPTION - LEVI LEITER ESTATE MINERALS All in Sheridan County, Wyoming T53N, R79W Section 6: Lots 1& 2 (N/2NE/4) (Tract 47) 79.43 Lots 6,7,9-11 (Tract 49) 158.42 Lots 12-14 Section 7: Lots 2 & 3 (Tract 52) 158.03 Lots 1, 4-6, 9 (Tract 53) 158.52 Total Acres: 554.40 T53N, R80W Section 1: SE/4SE/4 40.00 Section 7: SE/4SE4 40.00 Section 8: S/2SW/4, SE/4 240.00 Section 9: S/2 320.00 Section 10: S/2, S/2N/2 480.00 Section 11: N/2, N/2S/2 480.00 Section 12: N/2, N/2S/2 480.00 Section 16: All 640.00 Section 17: All 640.00 Section 18: NE/4NE/4 40.00 Total Acres: 3,400.00 T54N, R79W Section 2: Lot 4, SW/4NW/4 80.89 Section 3: Lots 1& 2, SE/4NW/4, E/2SW/4, SE/4, S/2NE/4 440.72 Section 9: SW/4SE/4, E/2SE/4, SE/4NE/4 160.00 Section 10: W/2SW/4, NW/4, W/2NE/4, NE/4NE/4 360.00 Section 16: E/2NW/4, E/2 400.00

Page 8 of 12 SHERIDAN COUNTY, WYOMING PART 1 Section 21: S/2SW/4, NE/4SW14, N/2SE/4, W/2NE/4 280.00 Portion of N/2SW/4 described as follows: All that portion of the North half of the Southwest quarter (N/2SW/4) of Section 21, lying between a line 50 feet South and parallel with the centerline of the South track of the Wyoming Railroad and a line 45 feet South and East and parallel with the centerline of the Pratt and Ferris No. 2 ditch, as the same is located and constructed over and across said North half of the Southwest quarter (N/2SW/4) of Section 21. 15.00 Section 29: Portion of E/2SW/4 described as follows: A strip of land 125 feet in width, lying 75 feet on the Northwesterly side and 50 feet on the Southeasterly sided of the following described centerline: Commencing at a point in the center of the Pratt and Ferris No. 2 ditch headgate, said point-being North 83(degrees)07' West, 3,604 feet from the Southeast corner of Section 29; thence North 58(degrees)00' East, 230 feet to a point in the centerline of the Pratt and Ferris No. 2 ditch, said point being North 80(degrees)30' West, 3,432 feet from the Southeast corner of Section 29. Also a strip of land 100 feet in width lying 50 feet on each side of the following described centerline: Commencing at a point that is North 80(degrees)30' West, 3,432 feet from the Southeast corner of Section 29; thence North 31(degrees)00' East, 220 feet; thence North 27(degrees)15' East, 810 feet; thence North 14(degrees)20' East 100 feet; thence North 3(degrees)45' East,100 feet; thence North 80(degrees)15' West, 450 feet to a point in the center of the Pratt and Ferris No. 2 ditch, said point being North 54(degrees)10'.West, 3,615 feet from the Southeast corner of Section 29. Also a strip of land 80 feet in width, lying 40 feet on the West side and 20 feet on the East side of the following described centerline of the Pratt and Ferris No. 2 ditch: Commencing at a point in the center of the Pratt and Ferris No. 2 ditch, said point being North 54(degrees)10' West, 3,615 feet from the Southeast comer of Section 29; thence North 11(degrees)50' West, 37 feet, more or less; thence North 7(degrees)15' West, 100 feet; thence North 7(degrees)35' East 100 feet; thence North 14(degrees)10' East; 210 feet, more or less, to the South right-of-way line of the State Highway, the East and West lines of this tract being produced in each case to intersect the South right-of-way line of the State Highway, said Highway bears South 44(degrees)20' West. The total area in the above bract being 4.5 acres, of which 1.1 acres are included within the old right-of-way area, excepting therefrom and subject to the reservations to the Grantors of that certain Deed by S. P. Morgan and Nettie Morgan, his wife, to the Trustees under the Last Will and Testament of Levi Z. Leiter, deceased, dated October 18, 1924, and recorded in the office of the County Clerk of Sheridan County, Wyoming, in Book 21 of Deeds, Page 467, a right-of-way over and across said tract of land for a certain ditch of the said grantors, known as the Morgan Ditch, now crossing the same, and the right to use, operate and maintain said ditch for the propose of irrigating the lands of the said Grantors; also a right-of-way for a wagon road across said tract of land at such point as may be selected by the Grantors. 6.00 ~~Section 30: Lot 2, NE/4SW/4, NW/4SE/4 119.91 Section 31: S/2SE/4 80.00~~

Page 9 of 12 SHERIDAN COUNTY, WYOMING PART 1 Total Acres: 1,942.52 T54N, R80W Section 1: Lot 3 & SE/4NE/4 80.04 Section 2: SE/4SE/4 40.00 Section 3: Lot 1 40.26 Section 5: Lot 3, SE/4NW/4,SE/4 240.21 Section 6: Lot 7 39.63 Section 7: Lot 1 & NE/4SE/4 79.71 Section 9: SE/4SE/4, N/2SE/4, SW/4NE/4 160.00 Section 10: SW/4SW/4 40.00 Section 11: NE/4NE/4 40.00 Section 14: NW/4SW/4, SE/4SW/4, SW/4SE/4 120.00 Section 15: N/2NW/4 80.00 Section 18: Lot 4 and SE/4SW/4 80.50 Section 19: N/2NE/4 80.00 Section 20: NW/4NW/4, SE/4NW/4, N/2NE/4 160.00 Section 21: N/2N/2 160.00 Section 22: S/2NW/4, NE/4SE/4, SW/4NE/4 160.00 Section 23: W/2SW/4, NE/4SW/4, S/2SE/4 200.00 Section 25: N/2NW/4, SW/4NE/4, E/2NE/4 200.00 Section 26: NW/4NW/4 40.00 Total Acres: 2,040.35 T54N, R81W Section 13: E/2NW/4, N/2SW/4, SW/4SW/4, SE/4SE/4, NW/4SE/4, SW/4NE/4 320.00 Section 14: SW/4SW/4, E/2SE/4 120.00 Section 23: NW/4NW/4, NE/4NE/4 80.00 Total Acres 520.00 T55N, R77W Section 19: Lot 4 (Tract 57) 28.60 Section 34: N/2NW/4, SE/4NW/4, NE/4SW/4 (Tract 66). 160.00 Total Acres 188.60 T55N, R78W Section 10: SW/4SE/4 (Tract 50) 40.00 SE/4SE/4 Section 11: S/2SW/4 Section 15: N/2SE/4, NE/4 (Tract 51) 270.00

EXCEPTING from Tract 51, all that part originally described as the S/2SW/4 Section 11 and all that part of the SE/4SE/4 of Section 10 lying South and East of a line beginning at a point in the Northerly line of said SE/4SE/4 Section 10, 128 feet West of the Northeast corner of said SE/4SE/4 Section 10: thence South 21(degrees)50' East, 40 feet; thence South 15(degrees)00' West, 460 feet; thence South 25(degrees)25' West, 710 feet; thence South 45(degrees)50' West, 256 feet to a point on the Southerly line of the SE/4 Section 10, 720 feet Westerly of the Southeasterly corner of the SE/4 of Section 10, said excepted tract containing 90.00 acres, more or less. S/2NW/4, SW/4 Section 16: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4, S/2NE/4, NE/4NE/4 (Part of Tract 66) 440.00 Section 19: S/2NE/4 (Tract 74) 80.00 Section 20: SW/4SW/4 S/2N/2, N/2S/2, SE/4SW/4, SW/4SE/4, SE/4SE/4

Page 10 of 12 SHERIDAN COUNTY, WYOMING PART 1 ~~NE/4NE/4 (Tract 79) 40.00 Section 21: N/2, N/2S/2 (Tract 80) 476.96~~

EXCEPTING from Tract 80, according to original survey, a tract of land 100 feet wide on the southerly side of and adjoining the southerly line of the right-of. way of the railroad (as of 10-27-16), said excepted tract containing 3.04 acres +/-, extending over and across the NW/4SW/4 of Section 21. ~~Section 22: N/2NW/4 (Tract 65) 320.00 Section 24: SW/4SE/4 (Tract 88) 33.84~~

EXCEPTING from Tract 88, according to original survey, a tract of land in the SW/4SE/4 Section 24 as follows: Beginning at a point on the north/south centerline of Section 24, 100 feet north of- the centerline of the main track of the Chicago Burlington and Quincy Railroad Company, as the same was located as of 11-1-20; thence north 300 feet; thence easterly, parallel with said centerline of the railroad 810 feet; thence south, parallel with said north/south centerline, 200 feet; thence easterly, parallel with said centerline of the railroad to the east line of the SW/4SE/4 of said Section 24; thence south in said east line 100 feet; thence west, parallel with said center line of the railroad along the northerly right-of way line to the point of beginning, said excepted tract containing 6.16 acres, more or less. ~~Section 29: NW/4NW/4 NE/4NW/4 (Tract 77) 479.83~~

EXCEPTING from Tract 77 according to original survey, a tract of land in the SE/4SE/4 Section 20 as follows: Beginning at a point which is North 52(degree)20' West, 809.6 feet from the common Section corner of Sections 20, 21, 28, and 29: thence North 150 feet; thence West 50 feet; thence South 150 feet; thence East 50 feet to the point of beginning, said excepted tract containing 0.172 acres, more or less. NW/4NE/4 (Tract 97) 40.00 SW/4NW/4 (Tract 98) 40.00 Section 30: Lots 1 & 2, N/2NE/4, SW/4NE/4, E/2NW/4 (Tract 76) 636.92 N/2SE/4 (Tract 91) 80.00 Lots 3 & 4, E/2SW/4 (Tract 92) 197.80 SE/4NE/4 (Tract 100) 40.00 Total Acres: 3,331.37 T55N, R79W Section 24: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4, S/2NE/4 400.00 Section 25: All 640.00 Section 26: E/2E/2 160.00 Section 34: SE/4, SE/4NE/4 200.00 Section 35: NE/4NW/4, S/2NW/4, S/2, NE/4 600.00 Section 36: All 640.00 Total Acres: 2,640.00 T55N, R80W Section 14: W/2NE/4 80.00 Section 15: SE/4NW/4, SW/4NE/4 80.00 Section 33: SE/4NW/4, SW/4NE/4 80.00 Section 34: SW/4NW/4, N/2SW/4, SE/4SW/4, SW/4SE/4 200.00 Section 35: W/2NW/4, SE/4NW/4, SE/4SE/4 160.00 Total Acres: 600.00 T56N, R77W Section 31: W/2SE/4, SW/4NE/4(Tract 92) 120.00

Page 11 of 12 SHERIDAN COUNTY, WYOMING PART 1 ~~Total Acres: 120.00 T56N, R80W Section 14: SE/4SW/4 40.00 Section 23: NE/4NW/4, NW/4NE/4 80.00 Section 24: NW/4SE/4, N/2NE/4 160.00 Total Acres: 320.00~~

Total Acreage in Sheridan County: 15,657.24 Page 12 of 12 SCHEDULE "A" Attached to and made a part of that certain Purchase and Sale Agreement dated as of March 16, 2004 by and between Suncor Energy (Natural Gas) America Inc., as Seller and Dolphin Energy Corporation, as Purchaser WELL INFORMATION:
WELL USER ID WELL NAME API FORMATION COMMENTS - ---------------------------------------------------------------------------------------------------------------------------- 9627 Peters State 13 R 36 ###-###-#### Roland 9599 FKCC State 1 R 7 55 80 ###-###-#### Roland 7518 FKCC State 1 R 29 55 80 ###-###-#### Roland 9859 FKCC State 3 R 7 55 80 ###-###-#### Roland 7506 FKCC State 3 R 28 55 80 ###-###-#### Roland 9860 FKCC State 5 R 7 55 80 ###-###-#### Roland 9431 FKCC State 5 RX 28 55 80 ###-###-#### Roland 7514 FKCC State 5 R 28 55 80 ###-###-#### Roland P&A 10/28/02 9861 FKCC State 7 R 7 55 80 ###-###-#### Roland 7515 FKCC State 7 R 28 55 80 ###-###-#### Roland 9310 FKCC State 7 R 29 55 80 ###-###-#### Roland 7350 FKCC State 9 E 28 55 80 ###-###-#### Oedekoven 9313 FKCC State 9 R 29 55 80 ###-###-#### Roland 9863 FKCC State 11 R 7 55 80 ###-###-#### Roland 7516 FKCC State 11 R 28 55 80 ###-###-#### Roland 9721 FKCC State 13 R 5 55 80 ###-###-#### Roland 9839 FKCC State 13 R 7 55 80 ###-###-#### Roland 7517 FKCC State 13 R 28 55 80 ###-###-#### Roland 9864 FKCC State 15 R 7 55 80 ###-###-#### Roland 9480 Farm Land Reserves 7 R 4 ###-###-#### Roland 9321 Tietjen 7 E 17 ###-###-#### Oedekoven 10302 Tietjen 13 R 33 ###-###-#### Roland SENGAI is non-consent in the drilling of this well
Dolphin Energy Corporation Page 1 of 10 EXHIBIT A - PART 2 Attached to and made part of that certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from Dolphin Energy Corporation (Mortgagor) for the benefit of Promethean Asset Management L.L.C. Unless otherwise indicated on this schedule, Mortgagor owns a proportionate eighty percent (80%) or greater Net Revenue Interest in the following Leases and Lands SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 10000 Donald B. Roberts et al 56 80 SEC. 1: SW/4SW/4 SEC. 2: SE/4SE/4 SEC. 11: NE/4NE/4, SE/4SW/4, SW/4SE/4 SEC. 12: N/2NW/4, SE/4NW/4, SW/4NE/4, W/2SE/4, SE/4SE/4, S/2SW/4 SEC. 13: N/2, N/2S/2 SEC. 14: NE/4, N/2SE/4 SEC. 21: W/2NE/4, SE/4NE/4, NW/4SE/4, SE/4SE/4, N/2NW/4, SE/4NW/4, NE/4SW/4 SEC. 22: SW/4SW/4 SEC. 27: W/2NW/4, NW/4SW/4 SEC. 28: E/2NE/4, NE/4SE/4, W/2 SEC. 34: W/2E/2, S/2NW/4, SW/4 55 80 SEC. 1: S/2NE/4, NW/4SE/4, SW/4 SEC. 2: LOTS 1(40.26), 2(40.08), 3(39.00), 4(39.78), S/2N/2, N/2SE/4 SEC. 3: LOTS 2(40.02), 3(40.25), 4(40.50) SEC. 12: S/2NE/4, SE/4, SE/4SW/4, W/2SW/4 SEC. 14: SE/4, N/2SW/4, SE/4SW/4 SEC. 23: NE/4, W/2SE/4, SE/4SE/4, E/2W/2, SW/4NW/4, NW/4SW/4 SEC. 24: W/2NW/4, SE/4NW/4, N/2SW/4, SE/4SW/4 SEC. 25: NW/4NW/4 SEC. 26: NE/4NE/4 55 79 SEC. 5: LOTS 1(40.02), 2(40.18), 3(40.35), SW/4 SEC. 8: S/2NE/4, NW/4, S/2SE/4 SEC. 17: NE/4, E/2NW/4 56 80 SEC. 19: LOTS 6(43.17), 7(42.91), 8(42.63), SW/4NE/4, W/2SE/4 SEC. 29: W/2 SEC. 30: LOTS 5(42.74), 7(43.22), 8(43.89), W/2SE/4, SE/4SE/4 SEC. 31: LOTS 5(43.50), 7(43.58), 8(43.62), E/2 SEC. 32: N/2 SEC. 33: NW/4, S/2SE/4, NE/4SE/4 56 81 SEC. 25: S/2 55 80 SEC. 22: SE/4NE/4 56 79 SEC. 15: SW/4SW/4 SEC. 22: W/2 SEC. 23: SW/4 SEC. 26: NW/4, N/2SW/4 SEC. 27: S/2NE/4, NW/4NE/4, NW/4, N/2SE/4, SE/4SE/4 SEC. 34: SW/4NE/4, NE/4NW/4, S/2NW/4, N/2S/2, LOTS 1(40.75), 2(40.68), 3(40.62), 4(40.56) RESURVEY TRACT 42 RESURVEY TRACTS 43A, 43B, 43C, 43D, 43E, 43F, 43G, 43H

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- ~~10000 Donald B. Roberts et al 14,747.73 7,373.87 3,686.93 1/19/1999 1/18/2007 50.00% 14.00 6.00 80.00~~
Dolphin Energy Corporation Page 2 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- RESURVEY TRACT 44 RESURVEY TRACT 45 RESURVEY TRACTS 46A, 46B, 46C, 46D, 46E, 46F, 46G, 46H RESURVEY TRACT 58 ALL THAT PART OF RESURVEY TRACT 39, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 1 OF SAID TRACT, RUNNING THENCE SOUTHERLY ON THE EASTERLY LINE OF SAID TRACT TO CORNER NO. 3, THENCE WESTERLY TO CORNER NO. 4 OF SAID TRACT, THENCE SOUTHWESTERLY TO A POINT ON THE WESTERLY LINE OF SAID TRACT 39, AND WHICH IS CORNER NO. 1 OF TRACT 40, THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID TRACT 39 TO A CORNER NO. 7 OF SAID TRACT 39, THENCE EASTERLY TO CORNER NO. 8 OF SAID TRACT, THENCE NORTHERLY TO CORNER NO. 2 OF SAID TRACT AND THENCE EASTERLY TO CORNER NO. 1 OF SAID TRACT TO THE POINT OF BEGINNING, AS DESCRIBED IN CORRECTION OF DESCRIPTION IN LEASE DATED JANUARY 4, 2001, RECORDED IN BOOK 420, PAGE 255, NO. 365197 OF THE RECORDS OF SHERIDAN COUNTY, WYOMING. RESURVEY TRACTS 41A, 41B, 41C, 41D, 41E, 41F, 41G, 41H 55 79 SEC. 3: LOT 1(40.75), LOT 2(40.68), LOT 3(40.62), LOT 4(40.56) 56 79 SEC. 6: SE/4SW/4 SEC. 7: SE/4, SE/4SW/4 SEC. 8: S/2 SEC. 9: NW/4SW/4, W/2SE/4 SEC. 17: S/2SE/4, NW/4NW/4, SW/4 RESURVEY TRACT 48 RESURVEY TRACT 49 SEC. 18: E/2NE/4, NW/4NE/4, SE/4NW/4, NE/4SW/4, N/2SE/4 SEC. 20: N/2N/2, E/2SE/4 SEC. 21: N/2, N/2S/2, SW/4SW/4, S/2SE/4 SEC. 28: E/2NE/4, SW/4NW/4, N/2S/2, SE/4SE/4 SEC. 32: LOTS 2, 3 SEC. 33: E/2NE/4, NE/4SE/4, LOT 4 RESURVEY TRACT 50 55 79 SEC. 4: LOT 1(40.47), LOT 2(40.32), SW/4NE/4, W/2SE/4 CONTAINING 14,747.73 ACRES, MORE OR LESS

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ----------------
Dolphin Energy Corporation Page 3 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 10003 W. Frederick Peters III 55 81 T55N-R81W 6TH PM SEC. 1: LOTS 3 (39.76) 4 (39.67) SE/4SE/4, N/2SE/4, S/2NE/4 SEC. 2: LOTS 1 (39.62) 3 (39.69) 4 (39.72) S/2N/2, NW/4SW/4, S/2SW/4, SW/4SE/4 SEC. 3: LOTS 1 (39.71) 2 (39.63) 3 (39.54) 4 (39.45) S/2N/2, S/2, SEC. 4: LOTS 2 (39.71) 3 (39.91) 4 (40.11) SW/4NE/4, S/2NW/4, N/2SW/4, SE/4SW/4, SE/4 SEC. 9: N/2, NW/4SW/4, S/2S/2 SEC. 10: N/2N/2, S/2NE/4, SW/4NW/4, NW/4SW/4, S/2S/2, NE/4SE/4 SEC. 11: N/2N/2, S/2NE/4, SE/4NW/4, E/2SW/4, SW/4SW/4, SW/4SE/4, N/2SE/4 SEC. 12: N/2, N/2SW/4, SE/4SW/4, W/2SE/4 SEC. 13: W/2NE/4, NW/4, N/2SW/4, SE/4SW/4, W/2SE/4, SE/4SE/4 SEC. 14: SE/4NE/4, W/2NE/4, NW/4, SW/4SW/4, E/2SW/4, W/2SE/4, SE/4SE/4 SEC. 15: SE/4NE/4, S/2SW/4, E/2SE/4 SEC. 22: LOTS 1 (40.56) 3 (41.05) 4 (40.55) 5 (40.14) 6 (39.87) 9 (39.85) NE/4NW/4, NW/4NE/4 SEC. 23: N/2N/2, SW/4NW/4, SE/4NE/4, NE/4SE/4 SEC. 24: N/2, N/2SW/4, NW/4SE/4 SEC. 36: LOT 4 (40.26) 55 80 T55N-R80W 6TH PM SEC. 29: W/2SW/4, S/2NW/4 SEC. 31: LOT 5 (39.64) SEC. 32: N/2NW/4, SW/4NW/4, N/2SW/4 RESURVEY TRACT 45 (S/2NE/4, NE/4SE/4 SEC. 30 ORIGINAL SURVEY) RESURVEY TRACT 47 (E/2NE/4 SEC. 31 ORIGINAL SURVEY) T55N-R80 & 81W 6TH PM RESURVEY TRACT 53 RESURVEY TRACTS 52A 52B 52C 52D 52E 52F 52G 52H 56 80 T56N-R81W 6TH PM SEC. 22: N/2, N/2S/2, S/2SW/4 SEC. 26: NE/4NE/4, NW/4, S/2SW/4 SEC. 27: E/2, N/2NW/4, N/2SW/4, SE/4SW/4 SECL 28: SE/4, E/2SW/4 SEC. 29: NW/4SW/4, S/2S/2 SEC. 33: E/2E/2, NW/4NE/4 SEC. 34: ALL SEC. 35: SE/4, E/2SW/4, SW/4SW/4, N/2NW/4, FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10004 Nellie R. Kaufmanmn 54 81 SEC. 26: W/2SE/4 SEC. 27: SE/4SE/4 SEC. 34: NE/4NE/4 SEC. 35: W/2NE/4, E/2NW/4, NW/4NW/4, THOSE PORTIONS OF THE SW/4NW/4 AND THE E/2SW/4 LYING EAST OF THE COUNTY ROAD FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10007 Donald B. Roberts 54 79 SEC. 4: LOTS 3 (40.19) 4 (40.02), S/2NW/4, SW/4 SEC. 9: NW/4NE/4, SE/4NE/4, N/2NW/4, E/2SE/4, SW/4SW/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 10003 W. Frederick Peters III 10,390.64 5,195.32 2,597.66 11/2/1998 11/1/2004 50.00% 16.00 4.00 80.00 10004 Nellie R. Kaufmanmn 440.98 220.49 110.25 10/19/1998 10/18/2003 50.00% 14.00 6.00 80.00 10007 Donald B. Roberts 600.21 300.11 150.05 1/19/1999 1/18/2004 50.00% 14.00 6.00 80.00
Dolphin Energy Corporation Page 4 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 10018 George Schaffer Trustee 54 79 SEC. 4: LOTS 1 (40.30), 2 (40.07), 4 (39.65), S/2N/2 55 79 SEC. 21: NW/4NE/4, S/2NE/4, SE/4 SEC. 26: W/2SW/4 SEC. 27: SE/4 SEC. 28: NW/4NE/4 SEC. 33: SW/4NW/4, SW/4, SW/4SE/4 SEC. 34: NE/4NE/4, SW/4NE/4, NW/4, N/2SW/4, SE/4SW/4 SEC. 35: NW/4NW/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10040 Cynthia J. Rhoades 54 79 SEC. 20: SE/4SE/4SE/4 10050 Allen L. Thomas 57 80 SEC. 3: SW/4, S/2NW/4 SEC. 4: SE/4NE/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10052 Mary Marchant AIF 56 82 SEC. 23: W/2NE/4, SE/4NE/4, NE/4SE/4 SEC. 24: N/2NW/4, SE/4NW/4, SW/4, SW/4SE/4 SEC. 25: W/2NE/4, N/2NW/4, SE/4NW/4, EXCEPTING A TRACT OF LAND LYING EASTERLY OF THE CENTER LINE OF A SHERIDAN COUNTY ROAD IN SECTIONS 23 AND 25. FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10054 Marty Connell Trustee 54 82 SEC. 19: LOT 4 (41.09), SE/4SW/4, SW/4SE/4 SEC. 30: THAT PART OF LOT 1 LYING NORTH AND EAST OF HWY 14, E/2NW/4, W/2NE/4, SE/4NE/4, NE/4SW/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10055 Clarence D. Rice 54 81 SEC. 21: W/2NE/4, SE/4, SE/4NW/4, NE/4SW/4, SE/4NE/4, & THAT PORTION OF THE NE/4NE/4 LYING WEST OF THE CHICAGO, BURLINGTON, AND QUINCY RR R-O-W FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10083 State of WY 99-00123 54 82 SEC. 1: LOTS 3, 4, S/2NW/4, SW/4 SEC. 2: LOTS 1, 2, SE/4NE/4, N/2SE/4, SE/4SE/4 10100 USA WYW 147402 53 79 SEC. 1: LOTS 5-9, SW/4, W/2SE/4, SE/4SE/4 SEC. 2: LOTS 5-9, N/2SE/4, SE/4SE/4, TR. 37A-F SEC. 3: LOTS 5-9, TR 37A, TR 37B, TR 37F SEC. 4: TR 41A SEC. 9: TR 41A-D SEC. 10: LOTS 1,2, TR 37F-H, 41D, 44A-D SEC. 11: TR 37D-H, TR 44A, 44D SEC. 14: TR 44D, 44E, 44H SEC. 15: TR 44C-H

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 10018 George Schaffer Trustee 1,480.02 370.01 185.00 10/1/1998 9/30/2003 50.00% 15.00 5.00 80.00 10040 Cynthia J. Rhoades 10.00 3.33 1.67 2/3/1999 2/2/2004 50.00% 14.00 5.00 81.00 10050 Allen L. Thomas 280.00 140.00 70.00 10/1/1998 9/30/2003 50.00% 14.00 5.00 81.00 10052 Mary Marchant AIF 602.50 200.84 100.42 10/10/1998 12/31/2005 50.00% 14.00 5.00 81.00 10054 Marty Connell Trustee 395.20 197.60 98.80 6/1/1999 5/31/2004 50.00% 17.00 3.00 80.00 10055 Clarence D. Rice 385.00 385.00 192.50 10/1/1998 9/30/2003 50.00% 15.00 5.00 80.00 10083 State of WY 99-00123 561.47 561.47 280.73 5/2/1999 5/1/2004 50.00% 12.50 7.50 80.00 10100 USA WYW 147402 1,751.48 1,751.48 875.74 2/1/1999 1/31/2009 50.00% 12.50 5.00 82.50
Dolphin Energy Corporation Page 5 of 12 SHERIDAN COUNTY, WYOMING
SENGAI Lessor Name TWP RNG Legal Description Lease # North West - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 10101 USA WYW 147403 53 79 SEC. 4: LOTS 5-9, SW/4 SEC. 5: LOTS 5-8, S/2 SEC. 6: LOTS 15-18 SEC. 7: LOTS 13, 15, SE/4NE/4, NE/4SE/4 SEC. 8: ALL SEC. 9: LOTS 1-4, W/2 SEC. 15: LOTS 1-5, SW/4SW/4 SEC. 16: LOTS 1-5 10102 USA WYW 147409 54 79 SEC. 1: LOTS 1-4, S/2N/2, E/2SW/4, SE/4 SEC. 2: LOTS 1, SE/4NE/4, W/2SW/4, S/2SE/4 SEC. 3: LOTS 3, 4, SW/4NW/4 SEC. 4: LOTS 3, W/2SW/4 SEC. 5: S/2N/2, N/2SE/4 SEC. 6: SW/4SE/4 SEC. 7: LOTS 4 SEC. 10: SE/4NE/4, E/2SE/4 SEC. 11: NE/4, S/2 SEC. 15: SE/4SE/4 SEC. 17: W/2NW/4 SEC. 18: NE/4NE/4 10103 USA WYW 147412 54 79 SEC. 27: E/2E/2, NW/4NE/4, SW/4SW/4 SEC. 28: S/2NE/4, SE/4NW/4, SW/4SE/4 SEC. 29: NW/4NW/4 SEC. 30: LOTS 1, 3, SW/4NE/4, SE/2SW/4, NE/4SE/4, SE/4NW/4 (EXCL 12.42 AC IN RR ST ROW WYW0119069) SEC. 31: NE/4SE/4 SEC. 32: NE/4NW/4, S/2NW/4, S/2 SEC. 33: S/2 SEC. 34: NE/4NE/4 SEC. 35: ALL 10104 USA WYW 147595 55 79 SEC. 5: LOTS 4, S/2N/2, SE/4 SEC. 8: N/2NE/4, SW/4, N/2SE/4 10105 USA WYW 147596 55 79 SEC. 13: N/2, SW/4, W/2SE/4 SEC. 14: ALL SEC. 23: N/2N/2, SE/4NE/4, NE/4SE/4 SEC. 24: NW/4NE/4, N/2NW/4, SW/4NW/4, NW/4SW/4 10106 USA WYW 147597 55 79 SEC. 20: ALL SEC. 21: W/2 SEC. 22: SE/4NE/4, S/2NW/4, SW/4, SW/4SE/4 10107 USA WYW 147598 55 79 SEC. 26: NW/4NE/4, SW/4NW/4, E/2SW/4 SEC. 27: N/2, SW/4 SEC. 28: E/2E/2, SW/4NE/4, NW/4, W/2SW/4, NW/4SE/4 SEC. 29: N/2, SE/4 10108 USA WYW 147599 56 79 SEC. 3: LOTS 5-16, S/2 10109 USA WYW 147600 56 79 SEC. 19: LOTS 5, 6, NE/4, E/2NW/4, NE/4SW/4 SEC. 20: SW/4NE/4, S/2NW/4, W/2SE/4, SW/4 SEC. 21: SE/4SW/4 SEC. 28: W/2NE/4, N/2NW/4, SE/4NW/4, SE/4SW/4, SW/4SE/4 SEC. 29: N/2, N/2S/2, SE/4SW/4 SEC. 30: E/2NE/4

SENGAI Lessor Name Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 10101 USA WYW 147403 2,466.75 2,466.75 1,233.38 2/1/1999 1/31/2009 50.00% 12.50 5.00 82.50 10102 USA WYW 147409 2,122.90 2,122.90 1,061.45 2/1/1999 1/31/2009 50.00% 12.50 5.00 82.50 10103 USA WYW 147412 2,147.39 2,147.39 1,073.70 2/1/1999 1/31/2009 50.00% 12.50 5.00 82.50 10104 USA WYW 147595 680.51 680.51 340.26 2/1/1999 1/31/2009 50.00% 12.50 7.50 80.00 10105 USA WYW 147596 1,640.00 1,640.00 820.00 2/1/1999 1/31/2009 50.00% 12.50 7.50 80.00 10106 USA WYW 147597 1,280.00 1,280.00 640.00 2/1/1999 1/31/2009 50.00% 12.50 7.50 80.00 10107 USA WYW 147598 1,600.00 1,600.00 800.00 2/1/1999 1/31/2009 50.00% 12.50 7.50 80.00 10108 USA WYW 147599 735.68 735.68 367.84 2/1/1999 1/31/2009 50.00% 12.50 7.50 80.00 10109 USA WYW 147600 1,625.88 1,625.88 812.94 2/1/1999 1/31/2009 50.00% 12.50 7.50 80.00
Dolphin Energy Corporation Page 6 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 10112 Wyoma R. Wrayge 54 79 INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS; SEC. 20: SE/4SE/4SE/4 SEC. 27: NW/4, N/2SW/4, SE/4SW/4, SW/4NE/4, W/2SE/4 SEC. 28: N/2SE/4, SE/4SE/4 SEC. 29: NW/4NE/4, SE/4, THAT PORTION OF THE SW/4NE/4 LYING NORTHWEST OF U.S. HIGHWAY 14/16 SEC. 34: S/2NE/4, SE/4, NW/4NE/4 10113 Mary Louise Wangen 54 79 INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS; T54N-R79W 6TH PM SEC. 20: SE/4SE/4SE/4 SEC. 27: NW/4, N/2SW/4, SE/4SW/4, SW/4NE/4, W/2SE/4 SEC. 28: N/2SE/4, SE/4SE/4 SEC. 34: NW/4NE/4, S/2NE/4, SW/4 10114 James Samuel Little 54 79 INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS; T54N-R79W 6TH PM SEC. 27: NW/4, N/2SW/4, SE/4SW/4, SW/4NE/4, NW/4SE/4 SEC. 28: N/2SE/4, SE/4SE/4 John W. Little 54 79 INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS; T54N-R79W 6TH PM SEC. 27: NW/4, N/2SW/4, SE/4SW/4, SW/4NE/4, NW/4SE/4 SEC. 28: N/2SE/4, SE/4SE/4 10121 William Musgrave 57 80 SEC. 3: SW/4, S/2NW/4 SEC. 4: SE/4NE/4 10125 The Griffith Foundation 56 80 SEC. 1: SW/4SW/4 SEC. 2: SE/4SE/4 SEC. 11: NE/4NE/4, SE/4SW/4, SW/4SE/4 SEC. 12: N/2NW/4, SE/4NW/4, SW/4NE/4, W/2SE/4, SE/4SE/4, S/2SW/4 SEC. 13: N/2, N/2S/2 SEC. 14: NE/4, N/2SE/4 SEC. 21: W/2NE/4, SE/4NE/4, NW/4SE/4, SE/4SE/4, N/2NW/4, SE/4NW/4, NE/4SW/4 SEC. 22: SW/4SW/4 SEC. 27: W/2NW/4, NW/4SW/4 SEC. 28: E/2NE/4, NE/4SE/4, W/2 SEC. 34: W/2E/2, S/2NW/4, SW/4 55 80 SEC. 1: S/2NE/4, NW/4SE/4, SW/4 SEC. 2: LOTS 1(40.26), 2(40.08), 3(39.00), 4(39.78), S/2N/2, N/2SE/4 SEC. 3: LOTS 2(40.02), 3(40.25), 4(40.50) SEC. 12: S/2NE/4, SE/4, SE/4SW/4, W/2SW/4 SEC. 14: SE/4, N/2SW/4, SE/4SW/4 SEC. 23: NE/4, W/2SE/4, SE/4SE/4, E/2W/2, SW/4NW/4, NW/4SW/4 SEC. 24: W/2NW/4, SE/4NW/4, N/2SW/4, SE/4SW/4 SEC. 25: NW/4NW/4 SEC. 26: NE/4NE/4 55 79 SEC. 5: LOTS 1(40.02), 2(40.18), 3(40.35), SW/4 SEC. 8: S/2NE/4, NW/4, S/2SE/4 SEC. 17: NE/4, E/2NW/4

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 10112 Wyoma R. Wrayge 1,860.00 657.60 162.00 9/18/1998 9/17/2008 50.00% 14.00 5.00 81.00 10113 Mary Louise Wangen 1,860.00 159.60 40.50 9/18/1998 9/17/2008 50.00% 14.00 5.00 81.00 10114 James Samuel Little 720.00 90.00 30.00 10/16/1998 1/8/2004 50.00% 14.00 5.00 81.00 John W. Little 720.00 90.00 30.00 10/16/1998 1/8/2004 50.00% 14.00 5.00 81.00 10121 William Musgrave 280.00 140.00 70.00 10/1/1998 9/30/2003 50.00% 13.50 5.00 81.50 10125 The Griffith Foundation 14,747.73 7,373.87 3,686.93 1/19/1999 1/18/2007 50.00% 14.00 6.00 80.00
Dolphin Energy Corporation Page 7 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 56 80 SEC. 19: LOTS 6(43.17), 7(42.91), 8(42.63), SW/4NE/4, W/2SE/4 SEC. 29: W/2 SEC. 30: LOTS 5(42.74), 7(43.22), 8(43.89), W/2SE/4, SE/4SE/4 SEC. 31: LOTS 5(43.50), 7(43.58), 8(43.62), E/2 SEC. 32: N/2 SEC. 33: NW/4, S/2SE/4, NE/4SE/4 56 81 SEC. 25: S/2 55 80 SEC. 22: SE/4NE/4 56 79 SEC. 15: SW/4SW/4 SEC. 22: W/2 SEC. 23: SW/4 SEC. 26: NW/4, N/2SW/4 SEC. 27: S/2NE/4, NW/4NE/4, NW/4, N/2SE/4, SE/4SE/4 SEC. 34: SW/4NE/4, NE/4NW/4, S/2NW/4, N/2S/2, LOTS 1(40.75), 2(40.68), 3(40.62), 4(40.56) RESURVEY TRACT 42 RESURVEY TRACTS 43A, 43B, 43C, 43D, 43E, 43F, 43G, 43H RESURVEY TRACT 44 RESURVEY TRACT 45 RESURVEY TRACTS 46A, 46B, 46C, 46D, 46E, 46F, 46G, 46H RESURVEY TRACT 58 ALL THAT PART OF RESURVEY TRACT 39, DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 1 OF SAID TRACT, RUNNING THENCE SOUTHERLY ON THE EASTERLY LINE OF SAID TRACT TO CORNER NO. 3, THENCE WESTERLY TO CORNER NO. 4 OF SAID TRACT, THENCE SOUTHWESTERLY TO A POINT ON THE WESTERLY LINE OF SAID TRACT 39, AND WHICH IS CORNER NO. 1 OF TRACT 40, THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID TRACT 39 TO A CORNER NO. 7 OF SAID TRACT 39, THENCE EASTERLY TO CORNER NO. 8 OF SAID TRACT, THENCE NORTHERLY TO CORNER NO. 2 OF SAID TRACT AND THENCE EASTERLY TO CORNER NO. 1 OF SAID TRACT TO THE POINT OF BEGINNING, AS DESCRIBED IN CORRECTION OF DESCRIPTION IN LEASE DATED JANUARY 4, 2001, RECORDED IN BOOK 420, PAGE 255, NO. 365197 OF THE RECORDS OF SHERIDAN COUNTY, WYOMING. RESURVEY TRACTS 41A, 41B, 41C, 41D, 41E, 41F, 41G, 41H 55 79 SEC. 3: LOT 1(40.75), LOT 2(40.68), LOT 3(40.62), LOT 4(40.56) 56 79 SEC. 6: SE/4SW/4 SEC. 7: SE/4, SE/4SW/4 SEC. 8: S/2 SEC. 9: NW/4SW/4, W/2SE/4 SEC. 17: S/2SE/4, NW/4NW/4, SW/4 RESURVEY TRACT 48 RESURVEY TRACT 49 SEC. 18: E/2NE/4, NW/4NE/4, SE/4NW/4, NE/4SW/4, N/2SE/4 SEC. 20: N/2N/2, E/2SE/4 SEC. 21: N/2, N/2S/2, SW/4SW/4, S/2SE/4 SEC. 28: E/2NE/4, SW/4NW/4, N/2S/2, SE/4SE/4 SEC. 32: LOTS 2, 3 SEC. 33: E/2NE/4, NE/4SE/4, LOT 4 RESURVEY TRACT 50 55 79 SEC. 4: LOT 1(40.47), LOT 2(40.32), SW/4NE/4, W/2SE/4 CONTAINING 14,747.73 ACRES, MORE OR LESS 10137 USA WYW 152650 55 81 SEC. 1: LOTS 1, 2, SW/SE/4 SEC. 2: LOTS 2, NE/4SW/4, N/2SE/4, SE/4SE/4 SEC. 4: LOTS 1, SE/4NE/4, SW/4SW/4 SEC. 5: SW/4NW/4, NE/4SW/4, S/2SE/4 SEC. 6: W/2SE/4, SE/4SE/4 SEC. 7: LOTS 1-4, N/2NE/4, NE/4SW/4, NW/4SE/4

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- ~~10137 USA WYW 152650 2,510.15 2,510.15 1,255.08 5/1/2001 4/30/2011 50.00% 12.50 82.50~~
Dolphin Energy Corporation Page 8 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- SEC. 8: SW/4NE/4, SE/4NW/4, N/2SW/4, NW/4SE/4 SEC. 9: NE/4SW/4, N/2SE/4 SEC. 10: SE/4NW/4, NE/4SW/4, NW/4SE/4 SEC. 11: SW/4NW/4, NW/4SW/4, SE/4SE/4 SEC. 12: SW/4SW/4 SEC. 13: SW/4SW/4 SEC. 14: NE/4NE/4, NW/4SW/4, NE/4SE/4 SEC. 15: N/2NE/4, SW/4NE/4, NW/4, N/2SW/4, W/2SE/4 SEC. 17: W/2NE/4, E/2NW/4, SE/4SE/4 SEC. 18: LOTS 1, NW/4NE/4 10138 State of WY 97-00382 55 81 SEC. 30: E/2, E/2W/2, LOTS 1, 2, 3, 4 10139 State of WY 97-00383 55 81 SEC. 31: E/2, E/2W/2, LOTS 1, 2, 3, 4 10140 State of WY 97-00384 54 81 SEC. 6: LOTS 1 - 7, S/2NE/4, SE/4NW/4, E/2SW/4, SE/4 10300 State of WY 00-00289 56 81 SEC. 35: NE/4 10301 Jerry E. Weaver 54 79 SEC. 5: SW/4, S/2SE/4 SEC. 8: N/2NW/4 10302 Billy L. Ackerly Trust 56 80 SEC. 7: SE/4SE/4 SEC. 8: S/2S/2 SEC. 9: NE/4, E/2NW/4 SEC. 10: W/2NW/4 SEC. 17: E/2, N/2NW/4 SEC. 18: NE/4NE/4 SEC. 20: S/2 10303 Nels A. Nelson III 56 80 SEC. 5: S/2SW/4 SEC. 8: N/2NW/4, NE/4 10304 State of WY 97-00398 55 80 SEC 27: W/2 SEC 29: E/2 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION 10306 State of WY 97-00396 55 80 SEC. 18: E/2, TRACT 41A THRU D FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION 10307 State of WY 97-00399 56 81 SEC. 36: ALL 10374 State of WY 97-00394 55 80 SEC. 5: LOTS 1, 2, 3, 4, S/2N/2, S/2 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION 10375 State of WY 97-00395 56 80 SEC. 32: SE/4 SEC. 33: SW/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION 10438 State of WY 97-00397 55 80 SEC. 28: ALL FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION 10642 State of WY 00-00483 55 80 249.46 TR.38 A-H (FORMERLY E/2 SEC 7) 241.06 TR 39 A-H (FORMERLY W/2 SEC 7) FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION 10657 James Roebling et ux 54 79 SEC. 5: SW/4, S/2SE/4 SEC. 8: N/2 NW/4

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 10138 State of WY 97-00382 639.48 639.48 319.74 8/2/1997 8/1/2002 50.00% 12.50 7.50 80.00 10139 State of WY 97-00383 635.64 635.64 317.82 8/2/1997 8/1/2002 50.00% 12.50 7.50 80.00 10140 State of WY 97-00384 637.87 637.87 318.94 8/2/1997 8/1/2002 50.00% 12.50 7.50 80.00 10300 State of WY 00-00289 160.00 160.00 80.00 7/2/2000 7/1/2005 50.00% 16.67 3.33 80.00 10301 Jerry E. Weaver 240.00 240.00 16.32 6/11/2001 6/10/2006 50.00% 18.00 0.00 82.00 10302 Billy L. Ackerly Trust 1,280.00 1,280.00 640.00 4/19/2001 4/18/2006 50.00% 18.75 0.00 81.25 10303 Nels A. Nelson III 320.00 320.00 160.00 4/19/2001 4/18/2006 50.00% 18.75 0.00 81.25 10304 State of WY 97-00398 640.00 640.00 320.00 10/2/2002 10/1/2007 50.00% 12.50 7.50 80.00 10306 State of WY 97-00396 366.27 366.27 183.14 10/2/1997 10/1/2002 50.00% 12.50 7.50 80.00 10307 State of WY 97-00399 640.00 640.00 320.00 10/2/1997 10/1/2002 50.00% 12.50 7.50 80.00 10374 State of WY 97-00394 640.77 640.77 320.39 10/2/1997 10/1/2002 50.00% 12.50 7.50 80.00 10375 State of WY 97-00395 320.00 320.00 160.00 10/2/1997 10/1/2002 50.00% 12.50 7.50 80.00 10438 State of WY 97-00397 640.00 640.00 320.00 10/2/1997 10/1/2002 50.00% 12.50 7.50 80.00 10642 State of WY 00-00483 490.52 490.52 245.26 10/2/2000 10/1/2005 50.00% 16.00 7.40 76.60 10657 James Roebling et ux 320.00 16.32 4.08 10/19/2001 10/18/2004 25.00% 18.00 2.00 80.00
Dolphin Energy Corporation Page 9 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 10658 Dorthy E Cook 54 79 SEC. 5: SW/4, S/2SE/4 SEC. 8: N/2 NW/4 10659 Jean B. Iroz 54 79 SEC. 7: SE/4SW/4 SEC. 18: SE/4NE/4 10661 Alfred Cecil Iroz et ux 54 79 SEC. 7: SE/4SW/4 SEC. 18: SE/4NE/4 10663 Wallace Vannoy Rev Trst 54 79 SEC. 27: SW/4SE/4 SEC. 34: S/2NE/4, SE/4, NW/4NE/4 10667 Alta May Satterthwait 54 79 SEC. 27: NW/4, N/2SW/4, SE/4SW/4, SW/4NE/4, NW/4SE/4 SEC. 28: N/2NE/4, NE/4NW/4, W/2NW/4 10668 John W. Little 54 79 SEC. 28: N/2NE/4, NE/4NW/4, W/2NW/4 10669 James S. Little 54 79 SEC. 28: N/2NE/4, NE/4NW/4, W/2NW/4 10670 Mary Ann Oberst 54 79 SEC. 30: SW/4SW/4, SE/4SE/4 SEC. 32: NW/4NW/4 10673 Lorraine Vannoy 54 79 SEC. 27: SW/4/SE/4 SEC. 34: W/2NE/4, SE/4NE/4, SE/4 10729 Floyd N. Hoyt Jr 54 79 SEC. 8: N/2NW/4 10730 Grace Christler 54 79 SEC. 8: N/2NW/4 10731 Rita Farman 54 79 SEC. 8: N/2NW/4 10732 Donna R. Miller 54 79 SEC. 8: N/2NW/4 111237 USA WYW 155741 55 80 SEC. 14: NW/4 SEC. 22: NE/4NE/4, NW/4NW/4, E/2SE/4 SEC. 23: NW/4NW/4, SW/4SW/4, NE/4SE/4 SEC. 24: SW/4SW/4 SEC. 25: NE/4NW/4, S/2NW/4, SW/4, SW/4SE/4 SEC. 26: W/2NE/4 111239 USA WYW 155742 55 80 SEC. 29: E/2SW/4 SEC. 30: LOTS 5-7 SEC. 32: NE/4NE/4, SE/4NW/4, S/2SW/4, NW/4SE/4 SEC. 33: SW/4SW/4 111240 USA WYW 155753 54 82 SEC. 1: SE/4 111241 USA WYW 155757 56 82 SEC. 14: NE/4SE/4, S/2SE/4 SEC. 21: E/2NE/4, NW/4, N/2SE/4, SE/4SE/4 SEC. 23: NE/4NE/4, NW/4SE/4 SEC. 24: E/2NE/4, SW/4NW/4 SEC. 27: E/2NW/4 SEC. 32: SE/4SE/4 SEC. 33: NE/4SW/4, S/2SW/4 10026 Byron E. Garretson Trust 54 79 Sec. 17: W/2NE/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 54 79 INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS: Sec. 5: Lots 1 (39.60), 2 (39.86), 3 (40.12), SW/4, S/2SE/4 Sec. 6: Lots 5 (39.41), 6 (39.75), 7 (39.12), S/2NE/4, SE/4NW/4, E/2SW/4, N/2SE/4, SE/4SE/4 Sec. 7: Lots 1 (39.86), 2 (40.00), 3 (410.12), E/2, NE/4SW/4, E/2NW/4 Sec. 8: All Sec. 17: E/2E/2, W/2SE/4, E/2W/2 Sec. 20: NE/4, E/2NW/4 54 80 Sec. 1: S/2S/2, NE/4SE/4 Sec. 12: NE/4, N/2NW/4, SE/4NW/4, N/2SE/4 55 79 T55N-R79W 6TH PM Sec. 32: E/2SW/4, W/2SE/4, SE/4SE/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10116 Patrick H. Johnson AIF 54 79 Sec. 17: W/2NE/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS:

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ----------------------- --------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 10658 Dorthy E Cook 320.00 16.32 4.08 10/19/2001 10/18/2004 25.00% 18.00 2.00 80.00 10659 Jean B. Iroz 80.00 2.50 0.63 3/27/2001 3/26/2006 25.00% 16.00 4.00 80.00 10661 Alfred Cecil Iroz et ux 80.00 2.50 0.63 3/27/2001 3/26/2006 25.00% 16.00 4.00 80.00 10663 Wallace Vannoy Rev Trst 320.00 80.00 20.00 3/7/2001 3/6/2006 25.00% 16.00 4.00 80.00 10667 Alta May Satterthwait 560.00 190.00 47.50 8/12/2001 8/11/2004 25.00% 19.00 1.00 80.00 10668 John W. Little 200.00 50.00 12.50 12/30/2000 12/29/2005 25.00% 16.00 4.00 80.00 10669 James S. Little 200.00 50.00 12.50 12/30/2000 12/29/2005 25.00% 16.00 4.00 80.00 10670 Mary Ann Oberst 120.24 40.08 10.02 12/1/2001 1/31/2006 25.00% 16.00 4.00 80.00 10673 Lorraine Vannoy 280.00 80.00 20.00 12/9/2000 12/8/2010 25.00% 16.00 4.00 80.00 10729 Floyd N. Hoyt Jr 80.00 2.04 1.02 4/12/2002 4/11/2007 50.00% 18.00 0.00 82.00 10730 Grace Christler 80.00 2.04 1.02 4/12/2002 4/11/2007 50.00% 18.00 0.00 82.00 10731 Rita Farman 80.00 2.04 1.02 4/12/2002 4/11/2007 50.00% 18.00 0.00 82.00 10732 Donna R. Miller 80.00 2.04 1.02 4/12/2002 4/11/2007 50.00% 18.00 0.00 82.00 111237 USA WYW 155741 880.00 880.00 440.00 12/1/2003 12/1/2013 50.00% 12.50 0.00 87.50 111239 USA WYW 155742 437.77 437.77 218.89 12/1/2003 12/1/2013 50.00% 12.50 0.00 87.50 111240 USA WYW 155753 160.00 160.00 80.00 12/1/2003 12/1/2013 50.00% 12.50 0.00 87.50 111241 USA WYW 155757 920.00 920.00 460.00 12/1/2003 12/1/2013 50.00% 12.50 0.00 87.50 10026 Byron E.Garretson Trust 80.00 40.00 20.00 1/22/1999 10/11/2003 50.00% 15.00 5.00 80.00 3,398.26 1,617.53 808.77 1/22/1999 10/11/2003 50.00% 15.00 5.00 10116 Patrick H. Johnson AIF 80.00 20.00 10.00 10/13/1998 10/12/2003 50.00% 15.00 5.00 80.00
Dolphin Energy Corporation Page 10 of 12 SHERIDAN COUNTY, WYOMING
SENGAI TWP RNG Lease # Lessor Name North West Legal Description - ------- ------------------------ ----- ---- -------------------------------------------------------------------------------- 54 79 Sec. 5: Lots 1, 2, 3, SW/4, S/2SE/4 Sec. 6: Lots 5, 6, 7, S/2NE/4, SE/4NW/4, E/2SW/4, N/2SE/4, SE/4SE/4 Sec. 7: Lots 1, 2, 3, E/2, NE/4SW/4, E/2NW/4 Sec. 8: All Sec. 17: E/2E/2, W/2SE/4, E/2W/2 Sec. 20: NE/4, E/2NW/4 54 80 Sec. 1: S/2S/2, NE/4SE/4 Sec. 12: NE/4, N/2NW/4, SE/4NW/4, N/2SE/4 55 79 Sec. 32: E/2SW/4, W/2SE/4, SE/4SE/4 FROM THE SURFACE OF THE EARTH TO THE BASE OF THE TERTIARY FORT UNION FORMATION 10671 Bryant H. Ellis Jr et ux 54 79 Sec. 30: SW/4SW/4, SE/4SE/4 SEC. 32: NW/4NW/4 10672 Elaine R. Eck et vir 54 79 SEC. 30: SW/4SW/4, SE/4SE/4 SEC. 32: NW/4NW/4 10110 State of WY 99-00090 54 81 Sec. 30: Lots 1, 2, 3, 4, NE/4, E/2W/2, NW/4SE/4 10111 State of WY 99-00088 54 81 Sec. 19: Lots 1, 2, 3, 4, E/2, E/2W/2 Secs. 33 & 34: Resurvey Tract #45 Sec. 34: Lot 3 (39.36), Resurvey Tracts 42A, 42B, 42C, 42D, 42E, 42F and 42G Secs. 34 & 35: Resurvey Tracts 43B, 43C, 43D and that part of Resurvey Tract 40 described by metes & bounds 11080 State of WY 99-00131 54 82 Sec. 25: N/2, SE/4

SENGAI Gross Net Seller's Lease Exp. SENGAI Lessor Overriding Lease Net Lease # Lessor Name Acres Acres Net Acres Date Date WI (%) Royalty (%) Royalty (%) Revenue Interest - ------- ------------------------ -------- --------- --------- ---------- ---------- ------- ----------- ----------- ---------------- 3,398.26 808.77 404.38 10/13/1998 10/12/2003 50.00% 15.00 5.00 10671 Bryant H. Ellis Jr et ux 200.00 40.08 10.02 1/31/2001 1/30/2006 25.00% 16.00 4.00 80.00 10672 Elaine R. Eck et vir 120.24 40.80 10.02 1/27/2001 1/26/2006 25.00% 16.00 4.00 80.00 10110 State of WY 99-00090 519.88 259.94 259.94 5/2/1999 10111 State of WY 99-00088 639.84 319.92 319.92 5/2/1999 11080 State of WY 99-00131 480.00 240.00 240.00 5/2/1999 55,991.07 27,913.35
Dolphin Energy Corporation Page 11 of 12 SCHEDULE "A" Attached to and made a part of that certain Assignment, Conveyance and Bill of Sale by and between Suncor Energy (Natural Gas) America Inc., as Assignor and Dolphin Energy Corporation, as Assignee effective May 1, 2004 WELL INFORMATION:
WELL USER ID WELL NAME API FORMATION COMMENTS - ------------------------------------------------------------------------------------------------------------------- 9627 Peters State 13 R 36 ###-###-#### Roland 9599 FKCC State 1 R 7 55 80 ###-###-#### Roland 7518 FKCC State 1 R 29 55 80 ###-###-#### Roland 9859 FKCC State 3 R 7 55 80 ###-###-#### Roland 7506 FKCC State 3 R 28 55 80 ###-###-#### Roland 9860 FKCC State 5 R 7 55 80 ###-###-#### Roland 9431 FKCC State 5 RX 28 55 80 ###-###-#### Roland 7514 FKCC State 5 R 28 55 80 ###-###-#### Roland P&A 10/28/02 9861 FKCC State 7 R 7 55 80 ###-###-#### Roland 7515 FKCC State 7 R 28 55 80 ###-###-#### Roland 9310 FKCC State 7 R 29 55 80 ###-###-#### Roland 7350 FKCC State 9 E 28 55 80 ###-###-#### Oedekoven 9313 FKCC State 9 R 29 55 80 ###-###-#### Roland 9863 FKCC State 11 R 7 55 80 ###-###-#### Roland 7516 FKCC State 11 R 28 55 80 ###-###-#### Roland 9721 FKCC State 13 R 5 55 80 ###-###-#### Roland 9839 FKCC State 13 R 7 55 80 ###-###-#### Roland 7517 FKCC State 13 R 28 55 80 ###-###-#### Roland 9864 FKCC State 15 R 7 55 80 ###-###-#### Roland 9480 Farm Land Reserves 7 R 4 ###-###-#### Roland 9321 Tietjen 7 E 17 ###-###-#### Oedekoven 10302 Tietjen 13 R 33 ###-###-#### Roland SENGAI is non-consent in the drilling of this well
Page 1 of 10 GALAXY ENERGY CORPORATION SCHEDULE 4(d) TO THE SECURITIES PURCHASE AGREEMENT
INITIAL CONDITIONAL CLOSING CLOSING TOTAL PROCEEDS AVAILABLE (Net of $300,000 paid to Buyers pursuant to Section (h) of the Securities Purchase Agreement to cover due diligence, negotiating and preparing the Transaction Documents.) $14,700,000 $5,000,000 =========== ========== USE OF PROCEEDS: WEST RECLUSE AND GLASGOW AREAS: Exercise option to acquire 90% working interest in 4,400 net acres $1,900,000 - Complete and/or equip 9 existing wells Drill and Complete a total of 73 new wells 6,600,000 - LEITER AREA: Complete and connect existing 20 wells, 2,470,000 - Drill, complete and connect additional 40 wells 4,880,000 PIPELINE RIDGE AREA: Complete and connect 32 existing wells, Drill, complete and connect additional 12 wells 2,800,000 - CASH COMMISSIONS 750,000 100,000 LEGAL AND CONSULTING FEES 180,000 20,000 ----------- ---------- TOTAL USES OF PROCEEDS $14,700,000 $5,000,000 =========== ==========