printer-friendly

Sample Business Contracts

Master Gas Purchase and Sale Agreement - Warren Resources Inc.

Sponsored Links

                     MASTER GAS PURCHASE AND SALE AGREEMENT

     This Master Gas Purchase and Sale Agreement consists of these General Terms
and   Conditions   and  all  other   Exhibits  and   Transaction   Confirmations
(collectively, this "Agreement") and is entered into effective as of the 1st day
of January, 2001 (the "Effective Date") by and between Warren Resources, Inc., a
New  York  corporation   ("Buyer"),   and  _____________,   a  Delaware  limited
partnership ("Seller"). Buyer and Seller may also be referred to individually as
"Party" or collectively as "Parties."


                          General Terms and Conditions


                                    ARTICLE 1
                                   DEFINITIONS

All  references  to  Articles  and  Sections  are to  those  set  forth  in this
Agreement. Reference to any document means such document as amended from time to
time and  reference to any Party  includes any  permitted  successor or assignee
thereof.  The following  definitions  and any terms  defined  internally in this
Agreement  shall apply for all  purposes of this  Agreement  and all notices and
communications made pursuant to this Agreement.

     1.1 "Alternative  Delivery  Procedure" or "ADP" means that the Parties have
agreed to make and accept  deliveries of Gas under a NYMEX Gas Futures  Contract
under terms that are different from the delivery terms  specified in the Futures
Contract and have notified NYMEX that the  transaction  will be completed  under
the  Alternative  Delivery  Procedure as provided in the NYMEX Rules.  ADP shall
incorporate the meaning and remedies of Priority Firm as described herein.

     1.2 "Affiliate"  means, with respect to any Person,  any other Person that,
directly or  indirectly,  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with,  such person.  For this purpose,
"control" means the direct or indirect power, whether by contract or through the
ownership of capital stock or equity interests or otherwise, to elect a majority
of such other Person's board of directors or similar governing body or to direct
or cause the direction of the management and policies of such Person.

     1.3 "Bankruptcy  Proceeding"  means,  with respect to a Person,  any of the
following:  (i) the making of an assignment or any general  arrangement  for the
benefit of creditors;  (ii) the filing by such Person of a petition or otherwise
commencing,  authorizing or acquiescing in the  commencement  of a proceeding or
cause of action  under any  bankruptcy  or  similar  law for the  protection  of
creditors, or the filing of such a petition against such Person if such petition
is not withdrawn or dismissed  for 30 Days after such filing;  (iii) such Person
otherwise becomes bankrupt or insolvent (however evidenced); or (iv) such Person
is unable to pay its debts as they fall due.


<PAGE>

     1.4 "Business Day" means any day other than a Saturday, Sunday or a Federal
Reserve Bank holiday.

     1.5 "Buyer" means the Party to a  Transaction  who is obligated to purchase
and receive, or cause to be received, Gas during a Delivery Period.

     1.6  "Collateral  Requirement"  means the sum of (a) the maximum of (i) the
net  amount  owed by one  Party to the  other  Party  for  performance  provided
pursuant to any and all  Transactions  performed  in the  immediately  preceding
month  and  (ii)  the net  amount  owed by one  Party  to the  other  Party  for
performance to be provided  pursuant to any and all Transactions to be performed
in the immediately following month, plus (b) the net amount owed by one Party to
the other Party for performance provided (or to be provided) pursuant to any and
all  Transactions  performed  in the current  month,  plus (c) the sum of Gains,
Losses and Costs, as defined in Section 6.3.

     1.7 "Claims" means all actions, suits or proceedings, whether threatened or
filed and whether groundless,  false or fraudulent,  that directly or indirectly
relate to the subject matter of an indemnity, and the resulting losses, damages,
expenses,  attorneys'  fees and court costs,  whether  incurred by settlement or
otherwise,  and whether such actions,  suits or  proceedings  are  threatened or
filed prior to or after the termination of this Agreement.

     1.8 "Confirm Deadline" means 5:00 p.m. on the second Business Day following
the date of receipt of the Transaction Confirmation.

     1.9 "Contract Price" means the price in $U.S.  (unless  otherwise  provided
for)  per  MMBtu  to be paid by  Buyer  to  Seller  for  the Gas  pursuant  to a
Transaction.

     1.10 "Contract  Quantity"  means that quantity of Gas that Seller agrees to
sell and deliver,  or cause to be delivered,  to Buyer, and that Buyer agrees to
purchase and receive, or cause to be received, from Seller pursuant to the terms
of a Transaction.

     1.11 "Day", "day" or "daily" means a period of twenty-tour (24) consecutive
hours  coextensive with a "day" as defined by the Receiving  Transporter;  or as
otherwise stated in the Transaction Confirmation.

     1.12 "Daily Contract  Quantity" means the agreed upon quantity of Gas to be
delivered and received, pursuant to a Transaction,  each Day during the Delivery
Period.

     1.13 "Delivery  Period" means the period during which  deliveries are to be
made.

     1.14 "Delivery Point(s)" means the point(s) agreed upon by Seller and Buyer
where Seller will deliver and Buyer will receive Gas.

     1.15  "Demand  Charges"  means the amount of  reservation  charge,  if any,
specified for a Transaction.

                                       2
<PAGE>

     1.16 "Eligible  Collateral"  shall mean (i) cash or (ii) a Letter of Credit
from a financial institution acceptable to the beneficiary Party.

     1.17 "Equitable Defenses" means any bankruptcy, insolvency,  reorganization
and  other  laws  affecting  creditor's  rights  generally,  and with  regard to
equitable  remedies,  the  discretion of the court before which  proceedings  to
obtain same may be pending.

     1.18 "Exchange for Physical" or "EFP" means the purchase,  sale or exchange
of natural Gas as the  "physical"  side of an exchange for physical  transaction
involving gas future  contracts.  EFP shall incorporate the meaning and remedies
of Priority Firm as defined herein.

     1.19 "Firm" means, with respect to a Transaction,  that the only excuse for
the  failure to deliver Gas by Seller or the failure to receive Gas by the Buyer
pursuant to a Transaction is the existence of Force Majeure.

     1.20  "Force  Majeure"  means an  event  or  circumstance  not  within  the
reasonable  control of the Party (or in the case of third party  obligations  or
facilities,  the third party) seeking to have its performance obligation excused
thereby (the "Claiming Party").  Force Majeure includes,  but is not limited to:
acts of God; landslide;  lightning;  earthquake;  fire; storm; hurricane; flood;
explosion; accident or breakage or necessity of repairs to machinery, equipment,
or pipelines;  weather related events affecting an entire geographic region such
as low temperatures  which cause freezing or failure of wells, lines of pipe, or
other facilities;  interruption of firm  transportation or storage;  riot; civil
disturbance;  insurrection;  war;  strike,  lockout or labor  dispute;  labor or
material shortage; sabotage; and action, inaction or restraint by court order or
public or governmental  authority (so long as the Claiming Party has not applied
for or assisted in the application  for, and has opposed where and to the extent
reasonable, such government action). Force Majeure specifically excludes (i) the
loss of Buyer's markets or Buyer's  inability  economically to use or resell Gas
purchased  hereunder;  (ii)  Seller's  ability to sell Gas to a market at a more
advantageous price; and (iii) the curtailment of interruptible transportation.

     1.21 "GAAP" means United States generally accepted  accounting  principles,
consistently applied.

     1.22 "Gas" means any mixture of hydrocarbons and non-combustible gases as a
gaseous state consisting primarily of methane.

     1.23 "Guarantor" for Buyer means Warren Resources, Inc.

     1.24  "Imbalance  Charges"  means  any  scheduling   penalties,   imbalance
penalties,  overpull or unauthorized  overrun penalties,  operational flow order
penalties,  cash out  charges,  banking  charges or similar  penalties,  fees or
charges (in cash or in kind)  assessed by a  Transporter  for failure to satisfy
the Transporter's balance, scheduling and/or nomination requirements.

     1.25 "Interest  Rate" means,  for any day, 15% per annum plus the per annum
rate of  interest  equal to the prime  lending  rate as may from time to time be
published in The Wall Street Journal under "Money Rates" on such day, or if such

                                       3
<PAGE>

day is not a Business Day, the  immediately  preceding  Business Day;  provided,
however, that the Interest Rate shall never exceed the maximum rate permitted by
applicable law.

     1.26 "Interruptible"  means that either Party may interrupt its performance
at any time for any reason,  with no liability,  except such interrupting  Party
may be responsible for any Imbalance  Charges related to its interruption  after
the  nomination  is made to the  Transporter  and until the change in deliveries
and/or receipts is confirmed by Transporter.

     1.27 "Law" means any law, rule, regulation,  order, writ, judgment,  decree
or other legal or  regulatory  determination  by a court,  regulatory  agency or
governmental authority of competent jurisdiction.

     1.28 "Legal Proceedings" means any suits, proceedings,  judgments,  rulings
or orders by or before any court, arbitration panel or governmental authority.

     1.29  "Material  Adverse  Change" is defined as (i) with  respect to Buyer;
Buyer's certified  liabilities shall exceed its assets, and (ii) with respect to
Seller, as of each fiscal year-end  occurring during the term of this Agreement,
Seller's  Proved Gas Reserves (as defined in SECURITIES and EXCHANGE  ACCOUNTING
SERIES  RELEASE No. 257) shall be less than 135% of the total  volume of natural
gas that Seller is required to deliver to Buyer under the remaining  term of the
Agreement.

     1.30 "MMBtu" or "dekatherm"  means one million  British thermal units (each
Btu  representing  the amount of heat required to raise the  temperature  of one
avoirdupois pound of pure water from fifty-eight and five tenths degrees (58.5E)
Fahrenheit  to  fifty-nine  and  five-tenths  degrees  (59.5E)  Fahrenheit  at a
constant  pressure of fourteen and seventy-three  hundredths  (14.73) pounds per
square inch absolute).

     1.31 "New  Taxes"  means  (i) any Taxes  enacted  and  effective  after the
earlier of the  Effective  Date of the  Agreement or the  beginning  date of the
first  Delivery  Period under the  Agreement,  or (ii) any law,  order,  rule or
regulation,  or interpretation thereof,  enacted and effective after the earlier
of the  Effective  Date of the  Agreement  or the  beginning  date of the  first
Delivery Period under the Agreement resulting in application of any Tax to a new
or different class of Persons.

     1.32  "Person"  means any  individual,  partnership,  limited  partnership,
limited liability partnership,  corporation,  limited liability company,  trust,
association or other entity.

         1.33 "Priority Firm" means Firm service that is subject to the more
restrictive Force Majeure provision set out in Section 4.8(b) of this Agreement.

     1.34 "Receiving  Transporter"  means the  Transporter  receiving Gas at the
Delivery Point, or absent such Receiving Transporter, the Transporter delivering
Gas at the Delivery Point.


<PAGE>

     1.35  "Regulatory  Approvals"  means all current and future approvals of or
filings with courts or governmental,  administrative or regulatory bodies (state
or federal) having jurisdiction over a Party or any Transaction,  as required by
applicable Law.

     1.36  "Scheduling"  or "Scheduled"  means the acts of Seller,  Buyer and/or
their  designated  representatives,  including  each  Party's  Transporters,  if
applicable,  of notifying,  requesting and confirming to each other the quantity
of Gas (and  specific  requirements  therefor)  to be delivered on a daily basis
during the Delivery Period at a specified Delivery Point.

     1.37 "Seller" means the Party to a Transaction who is obligated to sell and
deliver, or cause to be delivered, Gas during a Delivery Period.

     1.38 "Taxes" means any or all ad valorem, property, occupation,  severance,
generation, first use, conversion, Btu or Gas, transport, transmission, utility,
gross receipts, privilege, sales, use, consumption,  excise, lease, transaction,
and other taxes, governmental charges,  regulatory assessments by federal, state
or  local  agencies  or  commissions  (including,   but  not  limited  to,  FERC
assessments),  license fees, permits or assessments or increases therein,  other
than taxes based on net income or net worth.

     1.39 "Transaction" means a particular  transaction agreed to by the Parties
relating  to the  purchase  and  sale of Gas for a  particular  Delivery  Period
pursuant to this Agreement.

     1.40 "Transaction  Confirmation" means a written document,  similar in form
to Exhibit B, which sets forth certain  terms of a  Transaction  which have been
agreed to by the Parties.

     1.41 "Transportation Charges" means the amount, if any, to be paid by Buyer
to  Seller  for Gas  transportation  services  as  agreed  by the  Parties  in a
Transaction.

     1.42  "Transporter"   means  any  gathering  company,   pipeline  or  local
distribution  company on which Gas is transported under this Agreement on behalf
of Seller or Buyer to or from the Delivery Point in a particular Transaction.

                                    ARTICLE 2
                               SCOPE OF AGREEMENT

     2.1 Scope of Agreement. From time to time the Parties may, but shall not be
obligated to, enter into  Transactions  for, or related to, the purchase or sale
of Gas  hereunder.  Each  Transaction  shall be  effectuated  and  evidenced  in
accordance  with this Agreement and shall  constitute a part of this  Agreement.
The Parties are relying upon the fact that all Transactions,  together with this
Agreement,  shall constitute a single integrated agreement, and that the Parties
would not  otherwise  enter into any  Transaction.  Any  conflict  between  this
Agreement  and a  Transaction  Confirmation  shall be  resolved  in favor of the
Transaction   Confirmation.   This  Agreement   shall  govern  all   outstanding
Transactions  between the Parties which are not governed by a separate  executed
contractual  agreement between the Parties and Transactions  between the Parties
which are effectuated  from and after the Effective Date unless expressly stated
otherwise.

                                       5
<PAGE>

         2.2  Transaction Procedures.

     (a) During the term of this  Agreement,  the  Parties may notify each other
that Gas is available for purchase or sale.  Transactions may be effectuated and
evidenced by exchange and  acceptance  of a  Transaction  Confirmation  (Written
Transaction  Procedure) signed by both Parties. No Party shall be deemed to have
accepted  any  Transaction  Confirmation  unless and until it has been signed by
such party.

     (b)  The  specific  terms  to  be  established  by  the  Parties  for  each
Transaction  shall include the Buyer and Seller,  the Gas, the Delivery  Period,
the Contract  Price,  the Delivery  Point,  the Contract  Quantity,  whether the
Service  Level  is  (1)  Firm,  (2)  Priority  Firm,  (3)  EFP,  (4)  ADP or (4)
Interruptible, and such other terms as the Parties shall agree upon.

     2.3 Term of Agreement.  The term of this  Agreement  shall  commence on the
Effective  Date and shall remain in effect until  terminated (a) by either Party
upon 30  Days'  prior  written  notice,  or (b) as  otherwise  provided  herein;
provided,  however,  that this Agreement  shall remain in effect with respect to
any  Transaction(s)  entered into prior to the effective date of its termination
until both Parties have  fulfilled  all their  obligations  with respect to such
Transaction(s).

     2.4  Electronic  Signatures.  If a Party  has  the  capability  to  affix a
signature to an  electronically  transmitted  document,  the terms  "signature,"
"signed,"  "executed,"  "execution,"  or similar terms shall include the same in
electronic forms.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

     On the Effective Date and the date of entering into each Transaction,  each
Party  represents and warrants to the other Party that (i) it is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
formation and is qualified to conduct its business in each jurisdiction in which
a  Transaction  will be  performed by it, (ii) it has all  Regulatory  Approvals
necessary for it to perform  legally its  obligations  under this  Agreement and
each  Transaction,  (iii)  the  execution,  delivery  and  performance  of  this
Agreement and each  Transaction are within its power,  have been duly authorized
by all  necessary  action and do not violate any of the terms and  conditions in
its  governing  documents,  any  contracts  to  which  it is a Party  or any Law
applicable to it, (iv) this Agreement and each  Transaction when entered into in
accordance  with this  Agreement  constitutes  its  legally  valid  and  binding
obligation  enforceable against it in accordance with its terms,  subject to any
Equitable  Defenses,  (v) there are no Bankruptcy  Proceedings  pending or being
contemplated by it or, to its knowledge,  threatened  against it, (vi) there are
no Legal Proceedings that materially adversely affect its ability to perform its
obligations under this Agreement and each Transaction,  (vii) it understands and
agrees  that the other  Party is not acting as its  fiduciary,  advisor or agent
with respect to this Agreement or any Transaction, (viii) it is not relying upon
the advice,  assurance or representations  of the other Party,  except for those
representations  set  forth  in  this  Agreement,  (ix)  it  has  knowledge  and
experience in financial  matters and its industry that enable it to evaluate the

                                       6
<PAGE>

merits and risks of entering into this Agreement and each Transaction, (x) it is
a "Merchant" as that term is defined in the Uniform Commercial Code, and (xi) it
is a producer,  processor or commercial user of, or merchant  handling,  the Gas
subject to this  Agreement or the  products or  byproducts  thereof,  and it has
entered into this Agreement,  and will enter into each  Transaction,  solely for
the purposes related to its business as such.

     During the term of this  Agreement,  Seller  agrees not to commit to future
fixed-price  natural gas sales in excess of its Proved Gas Reserves,  as defined
in Section 1.30 hereof.

     Each  Party  covenants  that  it  will  cause  these   representations  and
warranties to be true and correct throughout the term of the Agreement.


                                    ARTICLE 4
                           OBLIGATIONS AND DELIVERIES

     4.1 Purchase and Sale of Gas. With respect to each  Transaction and subject
to the terms of this  Agreement,  Seller shall sell and deliver,  or cause to be
delivered, and Buyer shall purchase and receive, or cause to be received, at the
Delivery  Point the Contract  Quantity,  and Buyer shall pay Seller the Contract
Price  in   accordance   with  Article  8.  The  price  shall  be  the  complete
consideration  to  Seller  and  Seller  shall  be  responsible  for the  cost of
compressing,  gathering,  processing, treating, liquefying, and transporting the
Gas,  together  with  royalties  and taxes on the Gas,  and all other  costs and
charges which are incurred prior to the Delivery  Point. If Buyer is required to
remit or pay such royalties and/or such taxes, then Buyer may deduct or withhold
such amounts from payments made to Seller.  Buyer shall be  responsible  for the
costs of  transporting  the Gas and any other  costs  related  to the Gas or its
sale, use or possession, at and from the Delivery Point.

     4.2 Service  Levels.  A  Transaction  may specify any one of the  following
service levels.

     (a) Firm. Buyer shall be required to purchase and receive, and Seller shall
be  required  to sell and  deliver  on a Firm basis  during the term  hereof the
Contract  Quantity  agreed upon in a Transaction.  Failure to receive or deliver
the Contract  Quantity  agreed upon in a  Transaction  may, at the option of the
performing Party,  constitute a breach of this Agreement for which damages shall
be recoverable  pursuant to the terms of this Agreement,  unless such failure is
caused by an event of Force Majeure as provided herein.

     (b) Priority  Firm.  Firm  service that is subject to the more  restrictive
Force Majeure provision set out in Section 4.8(b) of this Agreement.  Failure to
receive or deliver the Contract  Quantity  agreed upon in a Transaction  may, at
the option of the  performing  Party,  constitute a breach of this Agreement for
which  damages  shall be  recoverable  pursuant to the terms of this  Agreement,
unless such  failure is caused by an event of Force  Majeure as provided  herein
and as specifically restricted in Section 4.8(b).

     (c)  Exchange For Physical  (EFP).  Exchange For Physical  (EFP) shall mean
that the Parties have agreed to make and accept  deliveries  of Gas,  subject to

                                       7
<PAGE>

the  additional  terms under the  Special  Provisions  for EFP and ADP,  and the
Parties have also assumed, or caused to be assumed, equal and opposite positions
in NYMEX Gas Futures  contracts and have closed out such positions to effectuate
the EFP transaction in compliance with the NYMEX Rules. The EFP Transaction will
be subject to the additional terms under the Special  Provisions for EFP and ADP
Transactions.  The performance  obligation on EFP Transactions  will be Priority
Firm.  Failure to receive or deliver  the  Contract  Quantity  agreed  upon in a
Transaction may, at the option of the performing  Party,  constitute a breach of
this Agreement,  for which damages shall be recoverable pursuant to the terms of
this  Agreement,  unless such failure is caused by an event of Force  Majeure as
provided herein and specifically restricted in Section 4.8(b).

     (d) Alternative  Delivery Procedure (ADP).  Alternative  Delivery Procedure
(ADP) shall mean that the Parties have agreed to make and accept  deliveries  of
Gas under a NYMEX Gas Futures  contract under  different terms than the standard
delivery terms in the NYMEX Gas Futures contract. In addition,  the Parties have
notified NYMEX, in compliance with the NYMEX rules, that the transaction will be
completed under the Alternative  Delivery  Procedure.  The Alternative  Delivery
Procedure  Transaction will be subject to the additional terms under the Special
Provisions  for EFP and ADP  Transactions.  The  performance  obligation  on ADP
Transactions  will be Priority Firm.  Failure to receive or deliver the Contract
Quantity  agreed  upon in a  Transaction  may,  at the option of the  performing
Party,  constitute  a breach  of this  Agreement,  for  which  damages  shall be
recoverable  pursuant to the terms of this  Agreement,  unless  such  failure is
caused  by an  event  of Force  Majeure  as  provided  herein  and  specifically
restricted in Section 4.8(b).

     (e)  Interruptible.  Buyer shall be required to purchase and  receive,  and
Seller  shall be required to sell and deliver on an  interruptible  basis during
the term hereof,  the Contract  Quantity  specified in a  Transaction,  with the
understanding  that such volumes may be reduced,  interrupted  or  terminated by
receipt of proper  scheduling notice as provided in Sections 4.3 and 4.4 of this
Agreement.

     4.3   Transportation.   Seller  shall  have  the  sole  responsibility  for
transporting  the Gas, or ensuring that the Gas is transported,  to the Delivery
Point.  Buyer shall have the sole  responsibility  for  transporting the Gas, or
ensuring that the Gas is  transported  at and after the Delivery  Point.  If the
supply or  transportation  necessary to deliver or receive the Contract Quantity
is unavailable  for any reason,  the Party  responsible  for or having notice of
such interruption shall promptly notify the other Party by telecopy.

     4.4 Nominations;  Scheduling. The Parties shall coordinate their nomination
activities,  giving  sufficient  time  to meet  the  deadlines  of the  affected
Transporters.  Each  Party  shall  give the other  Party  timely  prior  notice,
sufficient  to  meet  the  requirements  of  all  Transporters  involved  in the
Transaction,  of the  quantities  of Gas to be delivered  and received each Day.
Should either Party become aware that actual  deliveries  at the Delivery  Point
are greater or lesser than the Scheduled Gas, such Party shall  promptly  notify
the other Party.

     Unless otherwise  agreed,  Seller is obligated to Schedule,  or cause to be
Scheduled,  with the  appropriate  Transporters  and to deliver,  or cause to be
delivered,  Gas to the Delivery  Point and Buyer is  obligated  to Schedule,  or

                                       8
<PAGE>

cause to be Scheduled,  with the  appropriate  Transporters  and to receive,  or
cause to be received, Gas at and from the Delivery Point, in accordance with the
Transporters'  notice  requirements.   If  the  Parties  have  agreed  to  allow
variations  in the daily  quantities  of Gas to be  delivered,  Buyer,  or if so
agreed,  Seller, shall notify the other Party, in accordance with the applicable
Transporters'  Scheduling deadlines,  of the Daily Contract Quantities of Gas to
be delivered and received during a Delivery Period.

     4.5 Rate of Flow;  Imbalance  Charges.  The Scheduled Gas to be received by
Buyer  hereunder  shall be delivered by Seller at uniform hourly and daily rates
of flow as nearly as  practicable,  but it is  recognized  that due to operating
conditions the quantities of Gas received and delivered may not be in balance on
any one particular Day. The Parties shall use commercially reasonable efforts to
avoid  imposition  of any  Imbalance  Charges.  If Buyer or Seller  receives  an
invoice from a Transporter that includes  Imbalance  Charges,  the Parties shall
determine the validity as well as the cause of such  Imbalance  Charges.  If the
Imbalance  Charges  were  incurred as a result of Buyer's  actions or  inactions
(which  shall  include,  but  not be  limited  to,  Buyer's  failure  to  accept
quantities  of Gas equal to the  Scheduled  Gas),  then Buyer shall pay for such
Imbalance  Charges,  or reimburse Seller for such Imbalance  Charges paid by the
Seller to the Transporter. If the Imbalance Charges were incurred as a result of
Seller's actions or inactions (which shall include, but shall not be limited to,
Seller's failure to deliver  quantities of Gas equal to the Scheduled Gas), then
Seller  shall  pay for such  Imbalance  Charges,  or  reimburse  Buyer  for such
Imbalance  Charges paid by the Buyer to the  Transporter.  During Force  Majeure
interruptions,  the Party  invoking  Force  Majeure may be  responsible  for any
Imbalance  Charges related to its  interruption  after the nomination is made to
the Transporter and until the change in deliveries  and/or receipts is confirmed
by the Transporter.

     4.6 Quality; Measurement; Pressure. There is no warranty by Seller, express
or implied,  concerning the quality of Gas delivered  other than a warranty that
all Gas  delivered by Seller shall be of the quality  maintained in the pipeline
of the first  Transporter  upstream of the Delivery  Point.  Measurement  of Gas
quantities  hereunder  shall be in  accordance  with  the  tariff  of the  first
Transporter  immediately  downstream of the Delivery Point. The unit of quantity
measurement for purposes of this Agreement shall be one (1) MMBtu. Gas Delivered
hereunder shall be at commercial  operating pressures sufficient to deliver such
quantities  at the Delivery  Point;  however,  in no event shall such  operating
pressure exceed the maximum  operating  pressure of the system receiving the Gas
hereunder.  Each of Buyer and Seller are completely and solely  responsible  for
the  installation and maintenance of overpressure  protection  equipment on each
Party's respective pipelines, valves, and/or other interconnection equipment.

     4 .7 Title,  Risk of Loss and  Indemnity.  As between the  Parties,  Seller
shall be deemed to be in exclusive  possession and control (and  responsible for
any damages or injury  resulting  therefrom  or caused  thereby) of the Contract
Quantity  prior  to the  Delivery  Point  and  Buyer  shall be  deemed  to be in
exclusive control (and responsible for any damages or injury resulting therefrom
or caused  thereby) of the  Contract  Quantity at and from the  Delivery  Point.
Seller  represents  that it will  have  paid or  caused  to have  been  paid all
royalties, taxes and other sums due on production and delivery of the Gas to the
Delivery  Point.  Seller  warrants that it will deliver to Buyer at the Delivery
Point the Contract Quantity free and clear of all liens, claims and encumbrances
arising prior to the Delivery Point. ALL OTHER  WARRANTIES,  EXPRESS OR IMPLIED,
INCLUDING  ANY WARRANTY OF FITNESS FOR A  PARTICULAR  PURPOSE,  ARE  DISCLAIMED.

                                       9
<PAGE>

Title to and risk of loss related to the Contract  Quantity  shall transfer from
Seller to Buyer at the Delivery Point.  Seller shall indemnify,  defend and hold
harmless Buyer from and against any Claims arising out of or in any way relating
to Seller's ownership,  possession or control of the Contract Quantity up to the
Delivery Point, and Buyer shall indemnify,  defend and hold harmless Seller from
and  against  any  Claims  arising  out  of or in any  way  relating  to  Buyers
ownership,  possession  or  control  of the  Contract  Quantity  at and from the
Delivery Point.

     4.8 Force Majeure.

     (a) If either  Party is rendered  unable by Force  Majeure to carry out, in
whole or part, its  obligations  under a Transaction and such Party gives notice
and full  details of the event to the other Party as soon as  practicable  after
the  occurrence of the event,  then during,  but for no longer than,  the period
such Party shall be unable to perform its  obligations  in whole or in part, the
obligations  of the Party  affected by the event (other than the  obligation  to
make payments then due or becoming due with respect to performance  prior to the
event) shall be suspended to the extent required; provided, however, Buyer shall
be  obligated  to  pay  (i)  Demand   Charges  with  respect  to  a  Transaction
notwithstanding  the Force Majeure and (ii) any Imbalance Charges related to its
interruption  after  the  nomination  is made to the  Transporter  and until the
change in deliveries and/or receipts is confirmed by the Transporter.  The Party
claiming the Force Majeure  shall remedy the Force  Majeure with all  reasonable
dispatch;  provided,  however,  that this provision  shall not require Seller to
deliver,  or Buyer to receive,  the  Contract  Quantity at points other than the
Delivery Point.

     (b) For Priority Firm Transactions,  Force Majeure will not apply to excuse
performance under the Transaction if an alternative gas supply is available at a
hub, a pooling point, multiple pipeline interconnect, or other aggregation point
where  alternate  sources of gas supply and  transportation  are  available  for
purchase,  regardless  of the  source  and  price  of the gas  supply  initially
scheduled for delivery.

     (c) Neither  Party  shall be  entitled  to the benefit of this  Section 4.8
under any or all of the  following  circumstances:  (i) to the  extent  that the
inability was caused by the  negligence or fault of the Party  claiming  relief;
(ii) to the  extent  the event  constituting  Force  Majeure  was  intentionally
initiated or  intentionally  acquiesced in by the Party claiming  relief for the
purpose of allowing that Party to claim Force Majeure; or (iii) if the inability
was caused by a Party's lack of funds.

     (d) It is understood  and agreed that the settlement of strikes or lockouts
shall be entirely within the discretion of the Party having the difficulty,  and
that the above  requirement  of the use of  commercially  reasonable  efforts in
restoring  normal  operating  conditions  shall not  require the  settlement  of
strikes or lockouts by acceding to the terms of the opposing  Party when such is
inadvisable in the discretion of the Party having the difficulty.

                                       10
<PAGE>

     4.9  Failure  to  Deliver/Receive  in  Firm,  Priority  Firm,  EFP  and ADP
Transactions.

     (a) Unless  excused by Force  Majeure or  Buyer's  failure to  perform,  if
Seller  fails to deliver all or part of the Contract  Quantity  that the Parties
agreed to Schedule  pursuant to a Firm,  Priority Firm,, EFP or ADP Transaction,
Seller shall pay Buyer,  on the date payment would otherwise be due to Seller an
amount for each MMBtu of such deficiency  equal to the positive  difference,  if
any,  obtained by  subtracting  the Contract Price from the  Replacement  Price.
"Replacement  Price"  means the price at which Buyer,  acting in a  commercially
reasonable  manner,  purchases  a  substitute  for  the  Contract  Quantity  not
delivered by Seller (plus any additional  transportation costs, if any, incurred
by Buyer for  transportation  of Gas to the Delivery Point).  Buyer, at its sole
option,  may elect not to replace  Gas,  in which case Buyer  shall  recover the
positive difference, if any, obtained by subtracting the Contract price from the
market  price  for such  quantity  as  determined  by  Buyer  in a  commercially
reasonable manner.

     (b) Unless  excused by Force  Majeure or Seller's  failure to  perform,  if
Buyer fails to receive  all or part of the  Contract  Quantity  that the Parties
Scheduled pursuant to a Finn, Priority Firm, EFP or ADP Transaction, Buyer shall
pay Seller, on the date payment would otherwise be due, an amount for each MMBtu
of such  deficiency  equal  to the  positive  difference,  if any,  obtained  by
subtracting  the Sales Price from the Contract  Price.  "Sales  Price" means the
price at which Seller, acting in a commercially  reasonable manner,  resells the
Gas not received by Buyer (including  additional  transportation  costs, if any,
incurred by Seller for transportation of Gas to the Delivery Point).  Seller, at
its sole option, may elect not to resell Gas, in which case Seller shall recover
the positive  difference,  if any,  obtained by subtracting the market price for
such quantity as determined by Seller in a commercially  reasonable  manner from
the Contract Price.

     4.10 Failure to  Deliver/Receive  in  Interruptible  Transactions.  A Party
shall be excused from delivering or receiving the Contract Quantity, in whole or
in part,  in an  Interruptible  Transaction  for any reason  without  liability,
unless   otherwise   provided  in  a  Transaction   Confirmation,   except  such
interrupting  Party may be responsible for any Imbalance  Charges related to its
interruption  after  the  nomination  is made to the  Transporter  and until the
change in deliveries and/or receipts is confirmed by Transporter.


                                    ARTICLE 5
                            FINANCIAL RESPONSIBILITY

     5.1   Security/Guarantee   Agreement.   In  order  to  secure  all  payment
obligations  of Buyer to Seller,  Buyer may be  requested by Seller to cause its
Guarantor to execute and deliver to Seller the Guaranty Agreement  substantially
in the form attached hereto as Exhibit C.

     5.2 Collateral Requirement.  Upon the occurrence and during the continuance
of a Material  Adverse Change or Event of Default with respect to one Party, the
other Party (the  "Beneficiary  Party"),  on any  Business  Day, may request the
first Party ("the "Posting Party") to provide Eligible  Collateral (in such form
as  selected  by the  Posting  Party)  in an  amount  equal  to  the  Collateral
Requirement. Eligible Collateral shall be delivered within two (2) Business Days
of the date of such request.

                                       11
<PAGE>

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     6.1 An "Event of Default". An "Event of Default" shall mean with respect to
a Party  ("Defaulting  Party"):  (i) the failure by the Defaulting Party to make
any payment required pursuant to this Agreement, provided the payment is not the
subject of a good faith  dispute as described  in Section  8.1,  within five (5)
Business  Days after the  payment due date,  (ii) the failure by the  Defaulting
Party to perform any obligation to the other Party (the "Non-Defaulting  Party")
set  forth in this  Agreement  including  the  failure  to  deliver  or  receive
described in Section  4.9,  and such failure is not excused by Force  Majeure or
cured  within  two  (2)  Business  Days  after  written  notice  thereof  to the
Defaulting Party, (iii) the occurrence of a Material Adverse Change with respect
to the Defaulting Party;  provided,  however,  that such Material Adverse Change
shall not  constitute an Event of Default if the  Defaulting  Party  establishes
within two (2) Business Days after  written  notice and maintains for so long as
the Material  Adverse  Change is  continuing,  Eligible  Collateral in an amount
equal  to  the  Collateral  Requirement  for  the  Defaulting  Party,  (iv)  the
Defaulting Party shall fail to establish,  maintain, extend or increase Eligible
Collateral, if required; (v) the Guarantor of the Defaulting Party shall fail to
perform any covenant set forth in the guaranty agreement it delivered in respect
of this Agreement,  or any  representation or warranty made by such Guarantor in
said guaranty agreement shall be false or misleading when made or when deemed to
be repeated,  the guaranty  agreement  shall expire or be terminated or shall in
any way cease to guaranty the  obligations  of the  Defaulting  Party under this
Agreement,  and the same shall not be cured within two (2)  Business  Days after
written notice to the Defaulting  Party,  or (vi) with respect to Buyer,  at any
time,  Buyer  defaults  on its  indebtedness  to  third  parties,  resulting  in
obligations  of Buyer in excess of $50,000,000  being  accelerated or capable of
becoming accelerated, or with respect to Seller, at any time, Seller defaults on
its indebtedness to third parties,  resulting in obligations of Seller in excess
of 5% of Seller's Net Proved  Reserves being  accelerated or capable of becoming
accelerated,  and the same shall not be cured within two (2) Business Days after
written  notice  to  the  Defaulting  Party,   (vii)  any  false  or  misleading
representation or warranty herein made by the Defaulting Party or its Guarantor,
and the same shall not be cured  within  two (2)  Business  Days  after  written
notice to the Defaulting  Party, or (viii) the Defaulting Party or the Guarantor
shall be the subject of a Bankruptcy Proceeding.

     6.2 Other  Events.  In the event Buyer is regulated by a federal,  state or
local  regulatory  body,  and such body shall disallow all or any portion of any
costs  incurred  or yet to be  incurred  by Buyer  under any  provision  of this
Agreement, such action shall not operate to excuse Buyer from performance of any
obligation  nor shall such  action give rise to any right of Buyer to any refund
or retroactive  adjustment of the Contract  Price  provided in any  Transaction.
Notwithstanding the foregoing,  if a Party's activities hereunder become subject
to  regulation  of any kind  whatsoever  under any law to a greater or different
extent than that existing on the earlier of the Effective  Date or the beginning
date of the first Delivery Period under the Agreement and such regulation either
(i) renders this Agreement illegal of performance by, or unenforceable  against,
a Party,  or (ii)  materially  adversely  affects the business of a Party,  with
respect to its financial  position or otherwise,  then in the case of (i) above,
either Party, and in the case of (ii) above,  only the affected Party,  shall at

                                       12
<PAGE>

such time have the right to declare an Early  Termination  Date with  respect to
all  Transactions  in accordance  with the provisions of Section 6.3(a) in which
case the Parties shall determine their Gains,  Losses and Costs and make payment
to each other in the manner set forth in Sections 8.1 and 8.2.

     6.3 Early Termination.

     (a) If an Event of Default occurs with respect to a Defaulting Party at any
time during the term of this  Agreement and the  Defaulting  Party fails to cure
prior to expiration  of the cure period,  the  Non-Defaulting  Party may, for so
long as the Event of Default is  continuing,  (i)  establish  a date (which date
shall be between the first (1st) Day  following  the last day of the cure period
or the Day of the Event of Default in the case where there is no cure period and
ten (10) Business Days after the  Non-Defaulting  Party  notifies the Defaulting
Party )("Early  Termination Date") on which any or all Transactions  selected by
it shall terminate (individually a "Terminated Transaction" and collectively the
"Terminated  Transactions") and (ii) withhold any payments due in respect of the
Terminated Transactions;  provided, however, upon the occurrence of any Event of
Default  listed  in item  (viii)  of  Section  6.1,  all  Transactions  and this
Agreement in respect thereof shall automatically terminate,  without notice, and
without  any  other  action by  either  Party as if a payment  due date had been
declared  immediately  prior to such event. The notice of the Early  Termination
Date may be by telephone  if such notice is confirmed in writing  within two (2)
Business  Days.  If  an  Early   Termination  Date  has  been  designated,   the
Non-Defaulting  Party shall in good faith calculate its Gains,  Losses and Costs
resulting  from the  termination  of the  Terminated  Transactions  pursuant  to
Section  6.3(b) and (c). The  Non-Defaulting  Party shall  aggregate such Gains,
Losses  and Costs  with  respect  to all  Transactions  into a single net amount
("Termination  Payment") and notify the  Defaulting  Party,  including  detailed
support for the Termination Payment  calculation.  It is expressly agreed that a
Party shall not be required to enter into  replacement  transactions in order to
determine the  Termination  Payment.  If the  Non-Defaulting  Party's  aggregate
Losses and Costs exceed its aggregate Gains, the Defaulting Party shall,  within
five (5) Business Days of receipt of such notice, pay the Termination Payment to
the Non-Defaulting  Party, which amount shall bear interest at the Interest Rate
from the payment due date until paid. If the  Non-Defaulting  Party's  aggregate
Gains exceed its aggregate Losses and Costs, if any,  resulting from termination
of the Terminated  Transactions,  the Non-Defaulting Party shall pay such excess
to the  Defaulting  Party on or before the later of: (1) ten (10) Days after the
end of the month ending on or after the Early  Termination Date; or (2) the date
five  (5)  Business  Days  after  receipt  by  the   Defaulting   Party  of  the
Non-Defaulting  Party's notice given above,  which amount shall bear interest at
the Interest Rate from the payment due date until paid.

     (b) Gains,  Losses and Costs shall be  determined by comparing the value of
the remaining  Delivery  Period,  Contract  Quantities and Contract Prices under
each  Terminated  Transaction  had  it not  been  terminated  to the  equivalent
quantities and relevant  market prices for the remaining  Delivery Period either
quoted by a bona fide third party offer or which are  reasonably  expected to be
available  in the  market  under a  replacement  contract  for  each  Terminated
Transaction.  To ascertain  the market  prices of a  replacement  contract,  the
NonDefaulting  Party may  consider,  among other  valuations,  any or all of the
settlement  prices of the KCBT or NYMEX gas future  contracts,  quotations  from
leading  dealers  or brokers in Gas  contracts  and other bona fide third  party
offers,  all  adjusted  for the  length of the  remaining  Delivery  Period  and
differences in transportation costs.

                                       13
<PAGE>

     (c) As used herein with respect to the  Non-Defaulting  Party:  (i) "Costs"
shall mean brokerage fees,  commissions and other similar  transaction costs and
expenses reasonably incurred by such Party either in terminating any arrangement
pursuant  to  which  it  has  hedged  its   obligations  or  entering  into  new
arrangements  which replace a Terminated  Transaction,  and attorneys'  fees, if
any, incurred in connection with enforcing its rights under this Agreement; (ii)
"Gain" shall mean an amount equal to the present  value of the economic  benefit
(determined (A) using the "Asked Yield" interest rate for the appropriate United
States  Treasury Bond or Note,  whose  maturity  coincides with the month of the
future delivery obligation,  as quoted in the Government Bonds and Notes section
of The Wall Street Journal plus one percent (1%) and (B) exclusive of Costs), if
any, to it resulting from the termination of its  obligations  with respect to a
Terminated  Transaction,  determined in a commercially  reasonable  manner;  and
(iii)  "Losses"  shall mean an amount equal to the present value of the economic
loss  (determined  (A) using the "Asked Yield" interest rate for the appropriate
United States Treasury Bond or Note, whose maturity  coincides with the month of
the future  delivery  obligation,  as quoted in the  Government  Bonds and Notes
section of The Wall Street  Journal plus one percent  (1%) and (B)  exclusive of
Costs),  if any, to it resulting from the  termination of its  obligations  with
respect to a Terminated  Transaction,  determined in a  commercially  reasonable
manner.  At the time for payment of any amount due under this Section 6.3,  each
Party shall pay to the other Party all additional amounts payable by it pursuant
to this Agreement.

     (d) The  Defaulting  Party must provide  written notice of any objection to
the Termination  Payment  calculation within two (2) Business Days after receipt
of notice from the Non-Defaulting Party. If written objections are provided, the
Parties will negotiate in good faith to agree on the  Termination  Payment prior
to the payment due date. If good faith  negotiations  between the Parties do not
result in a mutually agreeable resolution, the Parties agree to consider the use
of  alternative   dispute  resolutions  prior  to  submitting  such  dispute  to
litigation proceedings.

     6.4  Setoff.  Without  affecting  or  prejudicing  the  provisions  of this
Agreement  requiring the  calculation and payment of certain net payment amounts
for monthly  payments as provided under Section 8.2 and Termination  Payments as
provided  under  Section  6.3,  all  payments  will be made  without  setoff  or
counterclaim;  provided,  however, if an Event of Default occurs, in addition to
and not in  limitation  of any  other  right or remedy  (including  any right to
setoff,  counterclaim,  or otherwise right to withhold payment) under applicable
law, the Non-Defaulting  Party may, at its option and in its discretion,  setoff
against any amounts owed to the  Defaulting  Party (whether under this Agreement
or  otherwise  and whether or not then due) any amounts due from the  Defaulting
Party  (whether  under this Agreement or otherwise and whether or not then due).
The  obligations  of the Parties under this Agreement in respect of such amounts
shall be deemed  satisfied and  discharged to the extent of any such setoff.  If
the amount of an obligation has not been ascertained,  the Non-Defaulting  Party
may,  in good  faith,  estimate  that  obligation  and  setoff in respect of the
estimate,  subject to the  Non-Defaulting  Party or the Defaulting Party, as the
case may be,  accounting to the other Party when the obligation is  ascertained.
The  Non-Defaulting  Party shall give the Defaulting  Party notice of any setoff
effected  hereunder  provided  that failure to give such notice shall not affect
the validity of the setoff.  Nothing in this Section shall be deemed to create a
charge or other security interest.

                                       14

<PAGE>

     6.5 Other Remedies for Nonpayment.  Notwithstanding  any other provision of
this  Agreement,  if Buyer or Seller fails to pay to the other Party any amounts
due within two (2) Business Days after the due date,  the  Non-Defaulting  Party
shall have the right to (i) suspend  performance  under any or all  Transactions
until such amounts,  plus interest at the Interest  Rate,  have been paid and/or
(ii)  exercise any remedy  available  at law or in equity to enforce  payment of
such amount plus interest at the Interest Rate; provided,  however,  that if the
Defaulting Party, in good faith, shall dispute the amount of any such billing or
part  thereof  and  shall pay such  amount  as it  concedes  to be  correct,  no
suspension shall be permitted.


                                    ARTICLE 7
                          LIMITATIONS; DUTY TO MITIGATE

     7.1 Limitation of Remedies, Liability and Damages. THE PARTIES CONFIRM THAT
THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT  SATISFY
THE ESSENTIAL  PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS
REMEDY OR MEASURE OF DAMAGES IS PROVIDED,  UNLESS OTHERWISE STATED HEREIN,  SUCH
EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE
OBLIGOR'S  LIABILITY  SHALL BE LIMITED AS' SET FORTH IN SUCH  PROVISION  AND ALL
OTHER  REMEDIES  OR  DAMAGES  AT LAW OR IN EQUITY  ARE  WAIVED.  IF NO REMEDY OR
MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED,  THE OBLIGOR'S  LIABILITY SHALL
BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY WHICH SHALL INCLUDE ANY COURT COSTS AND
ATTORNEY FEES INCURRED TO ENFORCE  OBLIGATIONS UNDER THE AGREEMENT,  SUCH DIRECT
ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE  REMEDY AND ALL OTHER REMEDIES OR
DAMAGES  AT LAW OR IN EQUITY  ARE  WAIVED.  UNLESS  EXPRESSLY  HEREIN  PROVIDED,
NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY
OR INDIRECT DAMAGES,  LOST PROFITS OR OTHER BUSINESS  INTERRUPTION  DAMAGES,  BY
STATUTE, IN TORT OR CONTRACT,  UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS
THE INTENT OF THE PARTIES THAT THE  LIMITATIONS  HEREIN  IMPOSED ON REMEDIES AND
THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO,
INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT,  OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID
HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT
OR  IMPOSSIBLE  TO  DETERMINE,   OTHERWISE   OBTAINING  AN  ADEQUATE  REMEDY  IS
INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF
THE HARM OR LOSS.

         7.2 Duty to Mitigate. Each Party agrees that it has a duty to mitigate
damages and covenants that it will use commercially reasonable efforts to
minimize any damages it may incur as a result of the other Party's performance
or non-performance of this Agreement.

                                       15
<PAGE>

     7.3 UCC.  Except as otherwise  provided for herein,  the  provisions of the
Uniform  Commercial Code ("UCC") of the state the law of which shall govern this
Agreement shall be deemed to apply to all Transactions and the Commodities shall
be deemed to be "goods" for purposes of the UCC.  EXCEPT AS EXPRESSLY  SET FORTH
HEREIN,  SELLER EXPRESSLY  DISCLAIMS ANY, AND MAKES NO OTHER,  REPRESENTATION OR
WARRANTY,  WRITTEN OR ORAL, EXPRESS OR IMPLIED,  INCLUDING,  WITHOUT LIMITATION,
ANY  REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES,
MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSES.

                                    ARTICLE 8
                                BILLING; PAYMENT

     8.1 Billing and Payment.  Seller shall  invoice Buyer for Gas delivered and
received in the preceding Month and for any other applicable charges,  providing
supporting  documentation  acceptable in industry practice to support the amount
charged.  If the actual  quantity  delivered  is not known by the billing  date,
billing will be prepared based on the Scheduled Contract Quantities. The invoice
quantity will then be adjusted to the actual  quantity on the following  Month's
billing or as soon thereafter as actual delivery information is available. Buyer
shall pay,  by wire  transfer,  the amount set forth on the invoice on or before
the later of the  twenty-fifth  (25th)  Day of the  calendar  month in which the
invoice is  received,  or ten (10) Days after  receipt of the  invoice by Buyer;
provided that if the due date is not a Business Day,  payment is due on the next
Business  Day  following  the due date.  If Buyer fails to remit the full amount
payable by it when due,  interest  on the  unpaid  portion  shall  accrue at the
Interest  Rate from the due date until the date of  payment.  If Buyer,  in good
faith, disputes the amount of any such statement,  Buyer will pay to Seller such
amount as it concedes to be correct no later than the due date and shall provide
a written  explanation  of the  basis for the  disputed  amount.  If any  amount
disputed by Buyer is determined to be due to Seller, it shall be paid within ten
(10) Days of such  determination,  along with  interest  accrued at the Interest
Rate from the due date of the original invoice until the date paid. In the event
payments  are  due to  Buyer  hereunder,  payment  to  Buyer  shall  be  made in
accordance with this Section 8.1.

     8.2 Payment Netting Arrangement.  Notwithstanding the provisions of Section
8.1, the Parties  agree to the  automatic  netting of all amounts due to or from
each other arising out of all Transactions under this Agreement. Such netting to
be  effected by a net payment  arrangement  whereby  each month each Party shall
calculate  the excess of all unpaid  amounts due the other Party over all unpaid
amounts due it under the Agreement and remit payment of such excess, if any.

     8.3 Audit.  Each Party has the right, at its sole expense and during normal
working hours and after providing written notice at least five (5) Business Days
prior to the  audit,  to  examine  the  records  of the other  Party  (including
recorded telephone  conversations) to the extent reasonably  necessary to verify
the content of any telephone conversation, the accuracy of any statement, charge
or  computation  made pursuant to this  Agreement.  If requested,  a Party shall
provide to the other Party statements evidencing the quantities of Gas delivered
at the Delivery  Point.  If any such  examination  reveals any inaccuracy in any

                                       16
<PAGE>

statement,  the necessary adjustments in such statement and the payments thereof
will be made promptly and interest calculated at the Interest Rate from the date
the overpayment or underpayment was due until paid; provided,  however,  that no
adjustment  for any  statement or payment  will be made unless  objection to the
accuracy thereof was made prior to the lapse of two (2) years from the rendition
thereof;  and provided  further that this provision will survive any termination
of the Agreement for a period of two (2) years from the date of such termination
for the purpose of such statement and payment objections.

                                    ARTICLE 9
                                      TAXES

     9.1  Taxes.  Seller is liable for and shall  pay,  or cause to be paid,  or
reimburse Buyer if Buyer has paid, all Taxes applicable to a Transaction or upon
the Gas that is the subject  thereof  arising  prior to the Delivery  Point.  If
Buyer is required to remit such Tax, the amount shall be deducted  from any sums
due to Seller.  Seller shall indemnify,  defend and hold harmless Buyer from any
Claims for such Taxes.  The Contract Price does not include  reimbursement  for,
and Buyer is liable for and shall pay, cause to be paid, or reimburse  Seller if
Seller has paid,  all Taxes  applicable to a Transaction or upon the Gas that is
the subject thereof arising at and from the Delivery Point,  including any Taxes
imposed or collected by a taxing authority with jurisdiction  over Buyer.  Buyer
shall indemnify, defend and hold harmless Seller from any Claims for such Taxes.
Either Party, upon written request of the other,  shall provide a certificate of
exemption or other reasonably satisfactory evidence of exemption if either Party
is exempt from Taxes,  and shall use reasonable  efforts to obtain and cooperate
with obtaining any exemption from any Tax.

     9.2 GST. For Gas delivered and received in Canada,  if any, Buyer is liable
for the Canadian  goods and services tax ("GST")  provided for in the Excise Tax
Act (Canada) or a similar tax enacted under  successor  legislation.  Buyer will
pay Seller the amount of GST payable for  purchase of the Gas in addition to all
other  amounts  payable  under the  Agreement.  Seller will hold the GST paid by
Buyer and will remit such GST as  required by law.  Each Party will  provide the
other Party with any  information  required to satisfy GST payment or remittance
requirements,  including  GST  registration  numbers.  Buyer will provide  valid
certificate(s)  of  exemption  for any  Transaction  for which Buyer is claiming
exception from the GST. Until an exemption from the GST is properly  claimed and
documented, Buyer's obligation to pay the GST to Seller, and Seller's obligation
to collect, hold and remit the GST, remain as enumerated above.

     9.3 New Taxes.

     (a)  Notwithstanding any other provision of this Agreement to the contrary,
if (i) a New Tax is imposed and (ii) Buyer or Seller  would be  responsible  for
such New Tax and  (iii)  such New Tax is (as a result of laws,  regulations  and
applicable contracts of Buyer in effect as of the effective date of the New Tax)
of the type that  Buyer can pass  directly  through  to,  or be  reimbursed  by,
another  person or entity,  Buyer  shall pay or cause to be paid,  or  reimburse
Seller if Seller has paid, all such New Taxes and Buyer shall indemnify,  defend
and hold harmless Seller from any Claims for such New Taxes.

                                       17


<PAGE>

     (b) If (i) a New  Tax  is  imposed  and  (ii)  Buyer  or  Seller  would  be
responsible for paying such New Tax and (iii) paragraph (a) does not apply,  the
Party  responsible  for the New Tax  ("Affected  Party")  shall be  entitled  to
declare an Early Termination Date with respect to those Transactions affected by
the New Tax ("Affected  Transactions") in accordance with the provisions of this
Agreement subject to the following conditions:  (a) the Affected Party must give
the other Party  ("Non-Affected  Party") at least 30 Days prior  written  notice
(the  "Agreement  Period")  of its intent to declare an Early  Termination  Date
(which  notice  shall  be given no later  than 90 Days  after  the  later of the
enactment or effective  date of the relevant New Tax), and prior to the proposed
Early  Termination  Date,  Buyer  and  Seller  shall  attempt  to reach a mutual
agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is
not  reached,  the  Non-Affected  Party  shall  have  the  right,  but  not  the
obligation,  upon  written  notice to the Affected  Party  within the  Agreement
Period,  to pay the New Tax for any continuous period it so elects on a month to
month basis, and in such case the Affected Party shall not have the right during
such continuous period to declare the Early Termination Date on the basis of the
New Tax, (c) should the Non-Affected  Party at its election agree to pay the New
Tax on a month to month  basis,  then upon 30 Days prior  written  notice to the
Affected  Party of its  election to cease  payment of such New Tax, the Affected
Party shall then be liable for the payment of the New Tax and the Parties  shall
again be subject to this Section 9.3 as if the New Tax had an effective  date as
of the date the  Non-Affected  Party  ceases  payment of such New Tax,  (d) if a
mutual  sharing  agreement  is not reached and the  Non-Affected  Party does not
elect to pay the New Tax for any period of time within the Agreement Period, the
Early  Termination Date shall take effect and all Affected  Transactions must be
terminated  and be  subject to the same Early  Termination  Date,  (e) the Early
Termination  Date  shall be  effected  as if an Event of Default  had  occurred;
provided,  however, that both Seller and Buyer shall calculate in a commercially
reasonable manner their net Gain (amount of Gain after netting Losses and Costs)
or net Loss (amount of Losses and Costs after netting Gains)  resulting from the
termination of all Affected Transactions as if they each were a Notifying Party;
and  provided  further,  however,  that each  Party's  Gains and Losses shall be
determined  without  taking into effect the impact of the New Taxes,  (f) (i) if
both Parties  have a net Gain,  the Party with the greater net Gain shall pay to
the other Party fifty  percent (50%) of the  difference  between the two (2) net
Gains;  (ii) if both Parties have a net Loss, the Party with the lesser net Loss
shall pay to the other Party fifty  percent  (50%) of the absolute  value of the
difference  between the two (2) net Losses;  and (iii) if one Party shall have a
net Gain and the other Party shall have a net Loss,  the Party with the net Gain
shall pay to the other  Party  fifty  percent  (50%) of the sum of the  absolute
value  of the net  Gain  and the  absolute  value  of the net  Loss and (g) such
payment shall be payable as provided in Section 8.1.  Prior to and including the
initial  Agreement  Period  invoked  under this  Section 9.3, New Taxes shall be
allocated  as if they were Taxes as provided in Section  9.1. The intent of this
Section 9.3 is to leave  neither  Party with an unfair burden as a result of New
Taxes.

                                   ARTICLE 10
                                  MISCELLANEOUS

     10.1  Assignment.  This  Agreement  shall be binding  upon and inure to the
benefit of the successors and permitted  assigns of the respective  Parties.  No
assignment  of this  Agreement,  in whole or in part,  will be made  without the
prior written  consent of the  non-assigning  Party,  which consent shall not be
unreasonably  withheld as long as the assignee  has a credit  status which is at

                                       18

<PAGE>

least  equivalent to the credit status of the assignor  including any guarantor;
provided,  however,  that this  Agreement  may be assigned to any  affiliate  of
either Party without the prior written  consent of the  non-assigning  Party, as
long as the  entity  has a credit  status  which is at least  equivalent  to the
credit status of the assignor  including any  guarantor.  Any person which shall
succeed by purchase, merger or consolidation to the properties, substantially as
an entirety,  of either Party hereto,  shall be entitled to the rights and shall
be subject to the  obligations of its predecessor in title under this Agreement;
and either Party may assign or pledge this Agreement under the provisions of any
mortgage, deed of trust, indenture, bank credit agreement, assignment or similar
instrument which it has executed or may execute hereafter.

     10.2  Financial  Information.  If requested by the other Party,  each Party
shall deliver (i) within 120 Days  following the end of each fiscal year, a copy
of its  annual  report or the annual  report of its  Guarantor,  in either  case
containing  audited  consolidated  financial  statements  for such  fiscal  year
certified by independent  certified public accountants,  and (ii) within 60 Days
after the end of each of its first three fiscal  quarters of each fiscal year, a
copy of its quarterly report or the quarterly report of its Guarantor, in either
case  containing  unaudited  consolidated  financial  statements for such fiscal
quarter.  In all cases the statements required to be provided hereunder shall be
provided only to the extent  generally made available to the public and shall be
for the most recent  accounting  period and prepared in accordance  with GAAP or
such other principles then in effect;  provided,  however,  that should any such
statements   not  be  available   timely  due  to  a  delay  in  preparation  or
certification,  such  delay  shall not be  considered  a default so long as such
Party  diligently  pursues the  preparation,  certification  and delivery of the
statements.

     10.3 Notices. All notices,  requests,  statements or payments shall be made
or given as specified in Exhibit A. Notices  required to be in writing  shall be
delivered by letter, facsimile or other documentary form. Notice by facsimile or
and delivery  shall be effective at the close of business on the Day on which it
is  received,  and if actually  received  after the close of the Business Day on
which  it was  transmitted  or hand  delivered  (or if not  transmitted  or hand
delivered  on a Business  Day) it shall be deemed  received  at the close of the
next Business Day. Notice by overnight mail or courier shall be effective at the
close of business  two  Business  Days after it was sent. A Party may change its
addresses by providing notice of same in accordance herewith.

     10.4 Governing Law. THE VALIDITY,  CONSTRUCTION,  INTERPRETATION AND EFFECT
OF THIS  AGREEMENT  SHALL  BE  GOVERNED  BY THE  LAWS OF THE  STATE  OF  WYOMIG,
EXCLUDING  ANY  LAWS OF THE  STATE  OF  WYOMING  APPLYING  THE  LAWS OF  ANOTHER
JURISDICTION.

     10.5 Survival. All indemnity and audit rights shall survive the termination
of this Agreement.  All  obligations  provided in this Agreement shall remain in
effect for the purpose of complying herewith.

     10.6 Confidentiality. Unless otherwise agreed by both Parties, the terms of
this Agreement and of any  Transaction  hereunder,  including but not limited to
the Contract Price, the Contract  Quantity,  the Delivery Period, the identified

                                       19
<PAGE>

Transporter(s),  and all other material terms thereof shall be kept confidential
by the Parties  hereto for one (1) year from the  expiration  of the  applicable
Transaction,  except (i) information shall not be considered  confidential if at
the time of  disclosure  such  information  is fully  within the  public  domain
through no breach of this Agreement by the other Party;  is shown by evidence to
have  been,  and in fact has been  known or  independently  developed  by and is
currently in the  possession of either Party prior to disclosure  hereunder;  or
was or is  acquired  from a third  party  who did not  breach an  obligation  of
confidentiality  by disclosing it to either Party;  and (ii) each Party shall be
permitted  to  disclose  Transaction  information  to its  officers,  directors,
employees,  agents and professional advisors who have a need to know information
related to this Agreement and/or a Transaction entered into under this Agreement
and agrees to notify such persons of the confidential  nature of the information
disclosed,  and to be  responsible  for any  breaches of this  Agreement by such
persons;  and (ii) to the extent that any  information  must be  disclosed  to a
third party for the purpose of effectuating transportation of Gas subject to the
Agreement or to meet reliability council, regulatory, administrative,  judicial,
governmental or regulated  commodity exchange  requirements where necessary.  If
disclosure is required,  the disclosing Party will immediately  notify the other
Party.

     10.8 General.  This Agreement  constitutes the entire agreement between the
Parties  relating to the  subject  matter  contemplated  by this  Agreement.  No
amendment or modification to this Agreement shall be enforceable  unless reduced
to writing and executed by both  Parties.  This  Agreement  shall not impart any
rights  enforceable  by any third party  (other than a  permitted  successor  or
assignee  bound to this  Agreement).  No waiver by a Party of any default by the
other Party shall be construed as a waiver of any other default. Nothing in this
Agreement  shall be construed to create a partnership  or joint venture  between
the Parties. Any provision declared or rendered unlawful by any applicable court
of law or regulatory  agency or deemed  unlawful  because of a statutory  change
will not otherwise affect the remaining lawful obligations that arise under this
Agreement.  The term  "including" when used in this Agreement shall be by way of
example only and shall not be  considered  in any way to be in  limitation.  The
headings used herein are for convenience and reference purposes only.

     The Parties have executed  this  Agreement in multiple  counterparts  to be
construed as one agreement effective as of the Effective Date.


                                    BUYER:

                                    WARREN RESOURCES, INC.


                                    By:_________________________________
                                    Name: Timothy A. Larkin
                                   Title: Senior Vice President
                                          and Chief Financial Officer

                                       20

<PAGE>

                                    SELLER:


                                    By:__________________________
                                    Name:____________________
                                    Title:_____________________












                                       21
<PAGE>

                               SPECIAL PROVISIONS
                            EFP and ADP Transactions

Special Provisions ("Special Provisions") attached to and forming a part of that
certain  Master Gas Purchase  and Sale  Agreement  dated  January 1, 2001 by and
between Warren Resources,  Inc.  (`Buyer") and  ______________________(`Seller")
(the  "Agreement").  These  Special  Provisions  shall apply to any  Transaction
identified as an EFP or ADP Transaction on the relevant Transaction Confirmation
or in a recorded  telephone  conversation  provided  for in  Section  2.2 of the
Agreement.  Capitalized  terms used in these Special  Provisions  shall have the
meanings ascribed to them in the Agreement.

1.  In the  event  of any  conflict  between  the  terms  of (i)  these  Special
Provisions and (ii) the other terms of the Agreement, the terms of these Special
Provisions shall govern.

2. The following terms shall have the meanings indicated:

     1.49 "NYMEX"  shall mean the New York  Mercantile  Exchange,  a corporation
organized and existing under the Not-For-Profit Corporation Laws of the State of
New York.

     1.50 "NYMEX  Business Day" shall mean a day, other than Saturday or Sunday,
a NYMEX holiday or a Federal Reserve Bank holiday.

     1.51 "NYMEX Gas Futures  Contract" shall mean Natural Gas Futures  Contract
entered into pursuant to the NYMEX Rules.

     1.52  "NYMEX  Rules"  shall mean the rules of the NYMEX  applicable  to the
terms of the NYMEX Gas  Futures  Contract,  including  without  limitation  Rule
220.17  regarding  EFP and Rule 220.17A  regarding  the adoption of ADP delivery
procedures by the Parties and any successor to any such rule.

     1.53  "NYMEX  Payment  Date"  shall  mean (i)  twentieth  day of the  Month
following the Delivery Period unless such date is not a NYMEX Business Day; (ii)
the preceding day which is a NYMEX Business Day if such day occurs other than on
a Monday;  or (iii) the following day which is a NYMEX  Business Day if such day
is a Monday.

3. NYMEX Rules shall apply to all EFP and ADP  Transactions  between the Parties
under the Agreement.

4. The following provision shall be incorporated into the Agreement:

     Seller and Buyer agree to deliver  and receive the Gas at an  approximately
constant  rate of  delivery  throughout  the  Delivery  Period.  To that end the
Transaction Confirmation shall set forth the average quantities to be scheduled.

5. Buyer shall remit payment on the NYMEX Payment Date.

                                       22
<PAGE>

                                    EXHIBIT A

                          NOTICE AND PAYMENT ADDRESSES

Notices & Correspondence:

BUYER:

WARREN RESOURCES, INC.
489 Fifth Avenue
32nd Floor
New York, New York 10017
Telephone: (212) 697-9660
Fax: (212) 697-9466


SELLER:




Telephone:
Fax:

or to such other address as Seller shall from time to time  designate by written
notice in accordance with Section 10.3.





                                       23
<PAGE>



Exhibit A-1


                                    EXHIBIT B
                 Transaction Confirmation for Immediate Delivery


Date: ___________, 2001



Transaction Confirmation #:_________

Version:____________________________



Confirmation  is  subject  to the  Agreement  between  Seller  and  Buyer  dated
________________.  The terms of this Transaction Confirmation are binding unless
disputed in writing within 2 Business Days of receipt unless otherwise specified
in the Agreement.


SELLER:                                              BUYER:

                                                     WARREN RESOURCES, INC.





Agreement No. ______________________________

Agreement No. ______________________________________________
Transportation Provider: __________________________

Transportation Provider: ___________________________________

Transportation Provider Contract Number:___________

Transportation Provider Contract Number:____________________


Contract Price

$__________________/MMBtu


                                       24
<PAGE>

Delivery Period:

Begin: ___________________, 2001       End: ____________________, 2001

Service Level; Contract Quantity;  Daily or Hourly Contract Quantities:  (Select
One)

[_] Firm   [_] Priority Firm     [_] EFP      [_] ADP      [_] Interruptible:

___________ MMBtu                               Up to ________________ MMBtu

___________ MMBtu/Day                           Up to ________________ MMBtu/day

Delivery Point(s):                              Scheduling:

Special Provisions:  This Transaction Confirmation is being provided pursuant to
and in  accordance  with  the  Master  Gas  Purchase  and Sale  Agreement  dated
___________,  2001 (the  "Agreement")  between Seller and Buyer, and constitutes
part of and is subject  to all of the terms and  provisions  of such  Agreement.
Terms used but not defined  herein shall have the  meanings  ascribed to them in
the Agreement. If the Parties to this Transaction  Confirmation have not reached
agreement  on and  executed  a valid  Agreement,  the  Parties  agree,  by their
signatures  below,  that the terms and  conditions  applicable to the particular
Transaction  described in this Transaction  Confirmation  shall be the terms and
conditions  of the latest  version of the Gas  Industry  Standards  Board,  Inc.
(GlSB) Base Contract for Short-Term Sale and Purchase of Natural Gas in place as
of the Transaction Date,  including Buyer's standard form of Special Provisions.
If, prior to the end of the Delivery Period,  the Parties reach agreement on and
execute  a valid  Agreement,  then the  terms and  conditions  thereof  shall be
applicable  to  the  particular   transaction   described  in  this  Transaction
Confirmation.

[_] Other Special Provisions attached. ________________ pages.


Seller:

Buyer:

Warren Resources, Inc.

By: ________________________
Title:
Date


                                       25
<PAGE>



Exhibit B-1

                            TRANSACTION CONFIRMATION
                                      UNDER
                     MASTER GAS PURCHASE AND SALE AGREEMENT
                           DATED AS OF JANUARY 1, 2001

This  Confirmation  Notice is  executed  pursuant  to and  becomes a part of the
Master Gas Purchase and Sale Agreement between Warren Resources,  Inc. ("Buyer")
and _________("Seller") and provides the following:

Buyer  agrees to  purchase  and Seller  agrees to sell  baseload  Gas volumes as
follows:

Service Level:           Firm

Delivery Period:

Daily Contract
Quantity: ________MMBtu/day Firm Baseload

Delivery Point(s):       l

Contract Price:          $____/MMBtu

Special Provisions:

From time to time,  Buyer or Seller may encounter  opportunities  for optimizing
the value of this Gas supply. In those events,  either party may propose a 50-50
profit sharing arrangement with the other party.  Pursuant to such transactions,
the   parties   may  obtain   incremental   transportation   to  capture   these
opportunities,  in which event the profits to be shared  would take into account
all costs and expenses associated with each transaction.

If the above accurately  reflects your  understanding  of our agreement,  please
indicate your approval by signing in the space below and returning it via fax to
Warren Resources, Inc. at (212) 697-9466.

SELLER                                      BUYER

                                           WARREN RESOURCES, INC.


By: _____________________                   By: ________________________

Title: __________________                   Title: _____________________

Date: ___________________                   Date: ______________________


                                       26