1331LAMAR, SUITE #1450 HOUSTON, TEXAS 77010-3039 MAIN ###-###-#### FAX: 713 ###-###-#### WWW.RESACAEXPLOITATION.COM

QUALITY:

West Texas Sour type crude oil.

TERM:

September 1, 2008 through September 30, 2008 and continuing thereafter until cancelled by either party with 30 days written notice.

QUANTITY:

All Resaca Exploitation, Inc.’s owned or controlled interest in the leases as represented by the attached Exhibit A. The current volume is estimated to be approximately 550 barrels per day.

DELIVERY:

Title and risk of loss shall transfer to ConocoPhillips as the crude exits the lease tankage into ConocoPhillips’s designated carrier.

PRICE:

ConocoPhillips shall hold the basic Division Order and pay Resaca and Resaca’s burdens for each barrel of crude oil delivered ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** (1) less the transportation and handling deduction listed on the attached Exhibit A. For pricing purposes all oil shall be considered to have been delivered in “equal daily quantities”.

CONTACTS:

Resaca Marketing: Mary Frances Deibert, 713 ###-###-#### or fax ###-###-#### ConocoPhillips Marketing: Mark Hunter, 432 ###-###-#### or fax ###-###-####

PAYMENT:

Payment shall be made based on crude oil pipeline meter statements or crude oil run tickets by wire transfer or other electronic transfer of funds on or before the 20th of the month following the month of delivery Wire transfer instructions are:

Amegy Bank Texas

ABA: 113011258

A/C: 51895680

Account of Resaca

Reference: Lease Payment Detail

CREDIT:

ConocoPhillip’s compliance with Resaca’s credit policies and requirements shall be a condition precedent to Resaca’s obligation to deliver crude oil under this Agreement. Furthermore, when reasonable grounds for insecurity of payment

anse, Resaca may demand adequate assurance of payment, including, but not limited to, letters of credit, surety bonds or other guarantees acceptable to Resaca.

GENERAL

PROVISIONS:

All other terms and conditions not specifically stated shall be governed by Conoco’s General Provisions dated January 1, 1993.

Resaca Exploitation, Inc.

ConocoPhillips Company

/s/ Ralph E. Carthrae

/s/ Mark Hunter

Ralph E. Carthrae

Name

Vice President

LEASE CRUDE RED. - CONOCOPHILLIPS.

Title

July 13, 2009

7/17/2009

Date

Date

Effective
Date

End
Date

Lease Name

Operator

County

State

Percent

Transportation
and Handling
Deduction(2)

9/1/2008

Cooper Jal Unit

Torch

Eddy

NM

90.608586

*****

9/1/2008

Edwards Field Grayburg Unit

Torch

Ector/Crane

TX

100

*****

9/1/2008

8/1/2009

Grand Clearfork Unit

Torch

Pecos

TX

100

*****

9/1/2008

Eva Kayser

Torch

Ector

TX

100

*****

QUALITY:

West Texas Sour type crude oil.

TERM:

September 1, 2008 through September 30, 2008 and continuing thereafter until cancelled by either party with 30 days written notice.

QUANTITY:

All Resaca Exploitation, Inc.’s owned or controlled interest in the leases as represented by the attached Exhibit A. The current volume is estimated to be approximately 550 barrels per day.

DELIVERY:

Title and risk of loss shall transfer to ConocoPhillips as the crude exits the lease tankage into ConocoPhillips’s designated carrier.

PRICE:

ConocoPhillips shall hold the basic Division Order and pay Resaca and Resaca’s burdens for each barrel of crude oil delivered **** **** **** **** **** **** **** **** (3) listed on the attached Exhibit A. For pricing purposes all oil shall be considered to have been delivered in “equal daily quantities”.

CONTACTS:

Resaca Marketing: Mary Frances Deibert, 713 ###-###-#### or fax ###-###-#### ConocoPhillips Marketing: Mike Lumpkin, 432 ###-###-#### or fax

PAYMENT:

Payment shall be made based on crude oil pipeline meter statements or crude oil run tickets by wire transfer or other electronic transfer of funds on or before the 20th of the month following the month of delivery. Wire transfer instructions are:

Amegy Bank Texas

ABA: 113011258

A/C: 51895680

Account of Resaca

Reference: Lease Payment Detail

CREDIT:

ConocoPhillip’s compliance with Resaca’s credit policies and requirements shall be a condition precedent to Resaca’s obligation to deliver crude oil under this Agreement. Furthermore, when reasonable grounds for insecurity of payment arise, Resaca may demand adequate assurance of payment, including, but not limited to, letters of credit, surety bonds or other guarantees acceptable to Resaca.

GENERAL

PROVISIONS:

All other terms and conditions not specifically stated shall be governed by Conoco’s General Provisions dated January 1, 1993.

Resaca Exploitation, Inc.

ConocoPhillips Company

/s/ Ralph E. Carthrae

/s/ Mike Lumpkin

Ralph E. Carthrae

Name Mike Lumpkin

Vice President

Lease Representative

Title

8-19-08

8/25/08

Date

Date

Effective
Date

Lease Name

Operator

County

State

Percent

Transportation
and Handling
Deduction (4)

9/1/2008

Cooper Jal Unit

Torch

Eddy

NM

90.608586

****

9/1/2008

Edwards Field Grayburg Unit

Torch

Ector/Crane

TX

100

****

9/1/2008

Grand Clearfork Unit

Torch

Pecos

TX

100

****

9/1/2008

Eva Kayser

Torch

Ector

TX

100

****