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Joint Venture Agreement - Warren Resources of California Inc., Warren Development Corp., Petroleum Development Corp. and Magness Petroleum Co.

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                             JOINT VENTURE AGREEMENT



     Joint Venture  Agreement (the  "Agreement") made and entered into this 24th
day of May,  1999  by and  between  Warren  Resources  of  California,  Inc.,  a
California corporation ("Warren"),  with an office at c/o Warren Resources, Inc.
489 Fifth Avenue, 32nd Floor, New York, New York 10017, Warren Development Corp.
a Delaware corporation ("WDC") with an office at c/o Warren Resources, Inc., 489
Fifth  Avenue,  32nd  Floor,  New York,  New York 10017,  Petroleum  Development
Corporation,  a New Mexico  corporation  with its principal  business  office in
Albuquerque,  New Mexico ("PEDCO") and Magness  Petroleum  Company,  an Oklahoma
corporation ("Magness") with an office at 301 East Ocean Boulevard,  Suite 1010,
Long Beach, California 90802.

     WHEREAS,  Warren and Magness  individually and as authorized nominee of the
holders of up to  ninety-four  percent (94%) of the working  interest in the oil
and gas prospects and  prospective  oil and gas wells  identified on Exhibit "A"
attached hereto (the "JV Wells") as more fully described  herein  (collectively,
the "WTU Group")  desire to form a joint venture (the "Joint  Venture") in order
to conduct certain testing,  horizontal and/or vertical drilling,  recompletion,
workover and  secondary  recovery  operations on JV Wells located in the oil and
gas field  identified as Fault Block 1 Townlot Unit,  Wilmington Oil Field,  Los
Angeles County,  California (the "WTU") more  particularly  described on Exhibit
"B" hereto and made a part hereof (the  "Property")(all  wells  including the JV
Wells are  referred to  collectively  as the  "Wells",  and all such  operations
referred to collectively as the "Development Operations)";

     WHEREAS,  Magness is, and shall  hereafter be, the operator of the existing
Wells within the WTU,  subject to the terms and  conditions set forth in the WTU
Operating  Agreement,  and shall be the Operator of the JV Wells  subject to the
terms  and  conditions  set  forth in this  Agreement  and in the WTU  Operating
Agreement; and

     WHEREAS,  PEDCO has  developed  or  acquired  the  technological  expertise
necessary  to  supervise  and  conduct  horizontal  and  vertical  drilling  and
completion operations; and

     WHEREAS,  the WDC and the WTU Group desire to make  adequate  provision for
the management and operations of the JV Wells during,  and after  completion of,
the Development Operations described in Article II hereof;

     NOW,  THEREFORE,  in consideration of the mutual covenants and promises set
forth herein, WDC and the WTU Group agree as follows:




<PAGE>

                                   ARTICLE I.
                          IDENTITY AND RELATIONSHIP OF
                         PARTIES AND RELATED AGREEMENTS

     1.1 Warren is a California  corporation,  which is  wholly-owned  by Warren
Resources, Inc., a New York corporation ("WRI") which serves as Managing General
Partner of two or more Delaware  limited  partnerships  (the  "Drilling  Funds")
formed  or to be  formed  for  the  purpose  of  re-  drilling,  re-working  and
completing,  if  appropriate,  abandoned or  non-producing  Wells located on the
Property.  In  addition,  the  Drilling  Funds and WDC are or will be parties to
certain  Turnkey  Drilling  Contracts  (the  "Turnkey  Contracts")  whereby  the
Drilling  Funds  shall  engage  WDC to serve as Turnkey  Contractor.  As Turnkey
Contractor,  WDC will be responsible for conducting the  Development  Operations
described in Article II of this Agreement.

     1.2 Magness shall be the Operator of the JV Wells, and shall continue to be
the operator of the Wells,  under the terms and  provisions of that certain Unit
Operating  Agreement,  Fault Block 1 of Townlot Unit,  Wilmington Oil Field, Los
Angeles County, California, dated March 1, 1971 (the "WTU Operating Agreement").
Notwithstanding  the  designation  of  Magness  as  Operator  for the  drilling,
completion and production  operations to be conducted on the JV Wells under this
Joint  Venture  Agreement,  PEDCO shall  supervise,  coordinate  and control the
drilling  and  completion  operations  contemplated  under  this  Joint  Venture
Agreement.  PEDCO's right of supervision, of each JV Wells, at such time as each
such JV Wells is placed on  production.  PEDCO will be entitled to bill Magness,
as the Operator of the JV Wells, for on-site supervision time conducted by PEDCO
at standard industry rates for California during the planning and implementation
of drilling and completion  operations on the JV Wells,  provided,  that Magness
shall process such invoices for payment by the working interest owners in the JV
Wells.  Warren may replace Magness as Operator of the JV Wells only for "cause".
For  purposes of this  Agreement,  cause shall mean gross  negligence,  fraud or
wilful misconduct,  as finally determined by a court of competent  jurisdiction.
Warren  shall  have no right to replace or remove  Magness  as  operator  of the
Wells, except as provided in the WTU Operation Agreement.

     1.3 It is the intention of the parties that this  Agreement  create a joint
venture by and between WRI,  the  Drilling  Funds and the WTU Group and that the
Joint Venture be treated for tax purposes only,  and for no other purpose,  as a
partnership under the Internal Revenue Code of 1986, as amended (the "Code").

     1.4 Each party shall have the right to take and  separately  dispose of its
working  interest  share of gross oil production in kind at the well head (prior
to treating or removal of  produced  water,  gas,  condensate,  basic  sediment,
sulphur  or other  materials)  from the JV Wells  being  developed  hereby.  The
parties will not jointly sell such  production;  although any party may delegate
authority  to sell its share of  production  provided  such  authority  is not a
period of time in excess of the minimum needs of the  industry,  and in no event
for more  than one year.  The  respective  obligations  and  liabilities  of the


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<PAGE>



parties  shall be  several,  not joint or  collective,  and each party  shall be
responsible only for its own obligations. Warren shall, within 90 days after the
end of each  calendar  year,  cause to be  prepared,  a tax return for the Joint
Venture and deliver a copy  thereof to the WTU Group.  This tax return  shall be
filed in accordance with the provisions contained in Article VI hereof.

     1.5 The Joint Venture shall hereinafter be known as WRI-Magness Venture and
shall  maintain its books and records at c/o Warren  Resources,  Inc., 489 Fifth
Avenue, 32nd Floor, New York, New York 10017.

     1.6 The Joint Venture shall be dissolved upon the earliest to occur of: (i)
the  election of venturers  holding 51% of the Working  Interest to dissolve and
wind up the affairs of the Joint Venture; (ii) retirement,  withdrawal,  removal
liquidation,  dissolution  or bankruptcy of the last  remaining  joint  venture;
(iii) the sale,  forfeiture or  abandonment of all or  substantially  all of the
Joint  Venture's  interest in the JV Wells;  (iv)  December 31, 2030; or (v) any
event causing dissolution of the Joint Venture under the California  Partnership
Act.

     1.7

     (a)  Legal  title to all  leases  comprising  the JV Wells on the  Property
drilled and paid for by the Joint Venture shall be for the benefit of and be the
property of the Joint Venture. However, Joint Venture properties may be held for
the benefit of the Joint  Venture in the name of Warren,  the  Operator or their
affiliates or in the name of any nominee  designated by Warren to facilitate the
development of the  properties.  Completed JV Wells shall be held in the name of
the Joint Venture or its respective Joint Venture Partners.

     (b) The WTU  Group  shall  take  such  steps as are  necessary  in its best
judgment to render  title to the JV Wells on the  Property to be acquired by the
Joint Venture  acceptable  for the purposes of the Joint  Venture.  No operation
shall be commenced on leases  acquired by the Joint Venture unless The WTU Group
is satisfied that necessary  title  requirements  have been  satisfied.  THE WTU
Group  shall  be  free,  however,  to use  its own  judgment  in  waiving  title
requirements and neither the WTU Group nor any of its members shall be liable to
the Drilling  Funds or to the other parties for any matters of title or mistakes
of judgment;  nor shall the WTU Group be deemed to be making any  warranties  or
representations,  express or implied,  as to the validity or  merchantability of
the title to the  leases  assigned  to the Joint  Venture  of the  extent of the
interest  covered  thereby  except as  otherwise  may be provided in the Turnkey
Drilling Agreements.

                                   ARTICLE II.
                      DESCRIPTION OF DEVELOPMENT OPERATIONS

     The Joint  Venturers  hereby  appoint  WDC or its  designee  to conduct the
Development  Operations  contemplated by this Agreement pursuant to the terms of
Section  3.2  below.   "Development  Operations"  shall  mean  the  vertical  or
horizontal drilling and completion of the JV Wells. Development Operations shall



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consist  of  drilling  new  JV  Wells  and  re-entering  existing  abandoned  or
non-producing Wells in order to rework such wells and deepen and/or horizontally
drill the JV Wells.  Development  Operations  may also  include,  to the  extent
deemed  necessary  or desirable by WDC:  (a) running  surface,  intermediate  or
production   casing,  (b)  cementing,   (c)  perforating,   (d)  fracing  and/or
stimulating potentially productive formations (e) installing wellhead equipment,
meter runs and oil gathering systems.

                                  ARTICLE III.
                        RIGHTS AND OBLIGATIONS OF WARREN

     3.1 Warren  hereby  agrees to  contribute  to the Joint Venture its Working
Interest in the JV Wells on which  Development  Operations  will be conducted in
accordance  with Article II of this  Agreement  (but not in any other portion of
the WTU), provided,  that such contribution shall be limited for each JV Well to
only the  producing  zone or zones in which the  particular JV Well is completed
and from which such JV well is  producing  as of the time such JV Well is placed
on  production.  The Joint  Venture shall have no right to drill any well within
the WTU other than the JV Wells, and shall have no right to receive any proceeds
from the sale of oil, gas or other hydrocarbon substances produced from any Well
within WTU or produced from any producing zone or zones within any JV Well other
than the  producing  zone or zones in which the  particular JV Well is completed
and from which such JV well is  producing  as of the time such JV Well is placed
on production.  The Joint Venture shall not own the well bore,  casing,  tubing,
surface  equipment  or any other  tangible  portion of the JV Wells,  but rather
shall  own  only the  right to  produce  oil  from the  producing  zone or zones
contemplated in the preceding sentence. The identity of each JV Well contributed
and made subject to this Agreement is set forth on Schedule A hereto.  WDC shall
pay or cause to be paid 100% of the Intangible  Drilling and  Development  Costs
incurred  under the  Turnkey  Contracts  set forth in  Section  3.2 below in the
amount of $7.5 million of  Development  Operations  per year for a period of two
years, commencing on June 30, 1999 and ending on June 29, 2001, which shall be a
maximum commitment of $15 million in the aggregate, provided that the amounts so
expended in the first such year may be  increased  or decreased up to the amount
of ten percent (10%) of said $7.5 Million, as may be necessary to satisfy actual
expenditures  during said  period,  with any such  increases  or decreases to be
subtracted from or added to (as the case may be) the $7.5 Million which is to be
paid in the  second  year.  After the  first  year and the  expenditure  of $7.5
million,  an oil and gas  reserve  estimate  shall be  performed  by  Williamson
Petroleum  Consultants of Midland,  Texas,  or a mutually  agreed upon reputable
reserve  engineer,  certifying  the value of the  remaining  proved,  developed,
producing  reserves at a 10% net present value discount (the "Producing  Reserve
Report").  If the Producing Reserve Report does not indicate a value that equals
or exceeds the  unrecovered  portion of the previous  year's cash investment for
drilling  operations  by WDC,  and only in such event,  Warren and the WDC shall
have no further  obligation  to drill the second $7.5 million of JV Wells in the
second year, provided that in such event the Drilling Funds, WDC and PEDCO shall
forfeit and relinquish to the WTU Group all their respective  rights,  title and
interest granted or afforded under the terms and conditions of this Agreement in
and to all remaining undrilled JV Wells.


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<PAGE>


     For purposes of this Agreement, "Intangible Drilling and Development Costs"
shall mean all expenditures made for wages, fuel, repairs, hauling and supplies,
or any of them, incident to and necessary for the drilling and recompletion of a
JV Wells dn the  preparation  of such JV Well for the  production of oil or gas,
including  the costs of any drilling and  development  work  (excluding  amounts
payable only out of production,  or gross or net proceeds of production, if such
amounts are depletable income to the recipient,  and amounts properly  allocable
to the costs of depreciable  property)  performed by drilling  contractors under
any form of contract. Examples of such costs include amounts paid for such items
that are used (1) in such clearing of group,  draining,  road making,  surveying
and geological  works as are necessary in the  preparation  for drilling of a JV
Well; (2) in drilling, cementing,  perforating,  fracing and/or stimulating a JV
Well;  and (3) in the  construction  of  derricks,  tanks,  pipelines  and other
physical  structures  as are  necessary  for the  drilling  of a JV Well and the
preparation  of such JV Well for the production of oil.  These  expenditures  in
general  shall  include  only  those  drilling  and  development  items  that in
themselves  do not have a  salvage  value.  For  these  purposes,  labor,  fuel,
repairs,  hauling,  supplies  and  similar  items are not  considered  as having
salvage value even though used in connection  with the  installation of physical
property which has a salvage value.

     3.2 In an effort to  eliminate  cost  overruns  and insure a fixed level of
capital  investment  and discharge its  responsibilities  pursuant to Section II
hereof,  the  Drilling  Funds have  contracted  with WDC, in its capacity as the
Turnkey Contractor pursuant to the Turnkey Contract.  The Turnkey Contract shall
provide  that  all  Development  Operations  shall  be  performed  in a good and
workmanlike manner, and in connection with all such activities, WDC shall adhere
to the  standard  of care  that is  customary  and  usual in the  activities  of
independent  oil and gas operators who are performing  work of a similar nature.
The cost to drill the JV Wells on a Turnkey basis shall be Actual Field Expenses
("AFE") plus a minimum of 10% (but not greater than 25%) on a JV Well to JV Well
basis as determined in the sole discretion of the WTU Group.

     3.3 In order to  effectuate  the  intention of this  Agreement,  Warren and
Magness  shall  assign  to the  Joint  Venture  by  appropriate  instruments  of
conveyance 100% of their Working Interest in the JV Wells.

     3.4 The Drilling  Funds shall be entitled to receive up to an undivided 90%
Working  Interest  in  the  JV  Wells  developed  pursuant  to  this  Agreement.
Accordingly, the Drilling Funds will be entitled to receive up to 90% of the net
Revenues  from the JV Wells.  For purposes of this Section 3.3,  "Net  Revenues"
shall  mean  gross  revenues  realized  from  the sale of  production,  less all
applicable royalties, overriding royalties, encumbrances, ad valorem, severance,
excise and windfall profit taxes or other taxes on, or measured by,  production,
after  deducting all costs and expenses  chargeable to the JV Wells  pursuant to
the WTU Operating Agreement.

     3.5  Notwithstanding  the initial well  locations  set forth in Exhibit "A"
hereto, in the event Magness or Warren determines in good faith, with respect to
any proposed well location, before operations commence hereunder with respect to
such well location,  based upon the production (or failure of production) of any



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other wells which may have been  recently  drilled in the general  areas of such
well location,  upon discovery of leasehold problems or title defects,  upon new
or revised  geological  or  engineering  surveys or  reports,  or upon any other
information  with  respect  to the well  location  deemed  relevant  in the sole
judgment of Magness or Warren,  that it would not be in the best interest of the
parties hereto to drill a JV Well on such well  location,  then the party making
the determination  shall notify the other party hereto of such determination and
the basis therefor and,  unless  otherwise  agreed to by and between Magness and
Warren,  such JV Well  shall  not be  drilled.  If such JV Well is not  drilled,
Magness shall promptly  propose a new well location  (including such information
with respect  thereto as Warren may reasonably  request) to be  substituted  for
such original well  location and Warren shall  thereafter  have the option for a
period of seven (7)  business  days to either  reject or accept the proposed new
well  location.  If the new well location is rejected,  Magness  shall  promptly
propose another substitute well location pursuant to the provisions hereof. Once
Warren  accepts a  substitute  well  location  or does not reject it within said
seven (7) day period,  this  Agreement  shall  terminate as to the original well
location and the substitute well location shall become the new JV Well location.

     3.6  Magness and WDC each have  certain  duties and  responsibilities  with
respect to the drilling and completion of the JV Wells, and  accordingly,  shall
be entitled to have and receive  any Turnkey  Contract  Profits (as  hereinafter
defined) as follows:  Magness  shall be entitled to have and receive all Turnkey
Contract  Profits until: (i) Magness has received total Turnkey Contract Profits
equal to One Million  Dollars  ($1,000,000),  or (ii) the  expiration of two (2)
years  after  the date of this  Agreement;  whichever  shall  first  occur.  For
purposes of this Section 3.6,  "Turnkey Contract Profits" shall mean, as to each
JV Well, the total Turnkey  Contract  Price paid to WDC by the working  interest
owners of the JV Well,  less all costs of whatever  nature to drill,  equipt and
complete the JV Well,  including  without  limitation  the tangible  costs to be
contributed by Warren,  Magness and the WTU Group pursuant to Articles II and IV
above,  the costs of Development  Operations,  and the  Intangible  Drilling and
Development Costs.

                                   ARTICLE IV.
               RIGHTS AND OBLIGATIONS OF MAGNESS AND THE WTU GROUP

     4.1 Magness  hereby  agrees to  contribute to the Joint Venture its Working
Interest  in the JV Wells on which  Development  Operations  will be conduced in
accordance  with Article II of this  Agreement  (but not in any other portion of
the WTU), provided,  that such contribution shall be limited for each JV Well to
only the  producing  zone or zones in which the  particular JV Well is completed
and from which such JV well is  producing  as of the time such JV Well is placed
on  production.  The Joint  Venture shall have no right to drill any well within
the WTU other than the JV Wells, and shall have no right to receive any proceeds
from the sale of oil, gas or other hydrocarbon substances produced from any Well
within the WTU or produced from any  producing  zone or zones within any JV Well
other  than the  producing  zone or zones in  which  the  particular  JV Well is
completed  and from which such JV well is  producing as of the time such JV Well
is placed on production.  The Joint Venture shall not own the well bore, casing,
tubing,  surface  equipment or any other tangible  portion of the JV Wells,  but



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rather shall own only the right to produce oil from the producing  zone or zones
contemplated in the preceding sentence. The identity of each JV Well contributed
and made subject to this Agreement is set forth on Schedule A hereto.

     4.2 The WTU Group shall contribute to the Joint Venture one hundred percent
(100%) of all the tangible lease costs, and well equipment  necessary to conduct
the  Development  Operations  including,  but not limited to,  casing,  wellhead
equipment,  meters and  conventional or submersible  pumps, and shall permit the
owners of working interests in the JV Wells to utilize,  to the extent necessary
for the operation of the JV Wells,  with no right of ownership,  produced  water
disposal  facilities,  gathering  lines and oil  storage  tanks.  Such  costs of
equipment  will include all fees,  charges and expenses in  connection  with the
acquisition,   transportation  and  storage  of  the  tangible  lease  and  well
equipment.

     4.3 The WTU Group agrees that all  equipment  contributed  pursuant to this
Article IV will,  at all  times,  adhere to the  standards  of  manufacture  and
performance that are customary and usual for equipment vendors who are providing
equipment of a similar nature in the field where the JV Wells are located.

     4.4 In order to effectuate the intention of this  Agreement,  the WTU Group
shall also assign to the Joint Venture by appropriate  instruments of conveyance
1005 of its Working Interest in the JV Wells.

     4.5 Through the Joint  Venture,  upon the Drilling  Funds entering into the
Turnkey  Contract,  the WTU Group shall have a Working  Interest equal to 10% of
the  Aggregate  Working  Interest in the JV Wells  acquired by Joint Venture and
developed  pursuant  to  this  Agreement.  Accordingly,  the WTU  Group  will be
entitled to receive 10% of the Net Revenues from the Joint  Venture's  aggregate
interest in the JV Wells.  For purposes of the Section 4.5, "Net Revenues" shall
have the same meaning as set forth in Section 3.3 hereof.

                                   ARTICLE V.
                           REVERSION TO THE WTU GROUP

     5.1 After the Drilling Funds have received aggregate distributions equal to
capital  contributed  ("Payout"),  the WTU  Group  will  receive  an  additional
reversionary  interest in order to equal 40% of the Working  Interest held under
this Joint Venture  Agreement and the Drilling  Fund's Working  Interest will be
reduced to 60%.

     5.2 Notwithstanding anything contained in this Joint Venture Agreement, the
obligations  of the WTU Group under  paragraph 5.1 above shall be limited to its
10% Working Interest described herein.


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                                   ARTICLE VI.
                      ELECTION TO BE TAXED AS A PARTNERSHIP


     6.1 For Federal income  taxation  purposes,  the parties intend that all of
the interest of the parties  hereto shall be taxed pursuant to the provisions of
Subchapter  K of  Chapter 1 of  Subtitle  A of the Code,  or any  similar  state
statute,  and each of the parties hereto agrees to elect not to be excluded from
the  applicable of Subchapter K of the Code. In general,  the Joint Venture will
maintain  its  books  and  records  for tax and  accounting  purposes  and  make
allocations among the parties hereto in accordance with the guidelines set forth
in Sections 6.2 and 6.3 below.

     6.2 A separate  Capital  Account shall be maintained for each party to this
Agreement as follows:

     (a) The Capital  Account of each Joint  Venture  shall be (A) credited with
the amount of cash and the fair market value of all property  contributed to the
Joint Venture by such Joint Venturer,  plus all income,  gain, or profits of the
Joint Venture  allocated to such Joint Venturer  (including for purposes of this
Section  income and gain exempt from tax),  and (B) debited  with the sum of (i)
all losses or deductions of the Joint Venture  allocated to such Joint Venturer,
including for this purpose  expenditures  described in Sec.  705(a)(2)(G) of the
Code,  and  (ii)  all cash and the  fair  market  value  of all  other  property
distributed to such Joint Venturer

     (b) Notwithstanding  anything to the contrary contained herein, the Capital
Account  of a Joint  Venturer  shall  be  determined  in all  events  solely  in
accordance   with  the   rules   set   forth   in   Treasury   Regulation   Sec.
1.704-1(b)(2)(iv)  as the same may be amended or revised  from time to time.  To
the  extent  that any  provision  of this  Agreement  is  inconsistent  with the
requirements  of  Treasury  Regulation  Sec.  1.704-1(b)(2)(iv),  such  Treasury
Regulation  shall  control.  Any  references  in this  Agreement  to the Capital
Account of a Joint Venturer shall be deemed to refer to such Capital  Account as
the same may be credited or debited from time to time as set forth above.

     (c) For  purposes  of  computing  the amount of any item of  income,  gain,
deduction,  or loss to be  reflected  in Capital  Accounts,  the  determination,
recognition  and  classification  of each  such  item  shall  be the same as its
determination, recognition, and classification for Federal income tax purposes.

     6.3 The parties hereto agree that with respect to the matters  contemplated
by this  Agreement,  for book and Federal  income and state  income  taxes,  the
distributive share of the parties in each item of income,  loss from abandonment
or other  disposition  of property and in each item of  deduction  for costs and
expenses and credits, including but not by way of limitation, the class of items
specifically mentioned below, shall be determined as follows:

     (a) All items of income,  deductions  and credits  arising from the sale of
oil shall be allocated to each party in accordance  with its respective  Working



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Interest in the JV Wells,  provided  however,  that in the event the Partnership
receives  distributions in excess of its Working Interest share as the result of
the WTU Group's subordination  described in Article V hereof,  allocations under
this Section 6.3(a) shall be adjusted so as to take into account such additional
distributions.

     (b)  Production  costs shall be  allocated as  deductions  to each party in
accordance with its respective Working Interests in the JV Wells.

     (c)  Intangible  drilling  and  development  costs  shall be  allocated  as
deductions to each party in accordance with its respective contributions to such
costs.

     (d) Depreciation on tangible lease and well equipment shall be allocated to
each party in accordance with its respective contributions to the adjusted basis
of such  equipment.  The term "adjusted  basis" shall mean the adjusted basis as
defined in Sec. 1011 of the Code.

     (e)  Deductions  for  depletion  with respect to each  separate JV Well (or
combination of JV Wells) subject to this Agreement shall be computed  separately
by each party,  rather than by the Joint Venture  created by this  Agreement for
Federal  income tax  purposes.  For purposes of such  computation,  the adjusted
basis (as defined in Sec. 1011 of the Code) in each oil and gas property subject
to this  Agreement  shall be allocated to the parties in  accordance  with their
respective  contribution to such costs.  Each party hereto shall separately keep
records of its property, adjust such share of the adjusted basis for any cost or
percentage depletion allowable on such property and use such adjusted basis each
year in the  computation of its gain or loss on the disposition of such property
by the parties hereto. In addition,  solely for purposes of maintaining  capital
accounts,  the Joint Venture shall compute a simulated  depletion  allowance for
each  property  and  allocate  the  simulated  depletion  among all  parties  in
proportion  to their  respective  contributions  to adjusted  basis in each such
property.

     (f) Gains and losses from each sale,  abandonment  or other  disposition of
property  (other than oil) will be allocated to the parties in such manner as to
bring the  balances  of the  capital  accounts  of the  parties,  to the  extent
possible, into the ratio of their respective Working Interests in the JV Wells.

     (g)  Anything to the contrary  notwithstanding,  upon  termination  of this
Agreement,  the assets owned by the parties  pursuant to this Agreement shall be
distributed in accordance with the following rules and in the following order:

          (i) Any party  which has a  negative  balance in its  capital  account
     after  application of subparagraph (f) above shall contribute to the assets
     to be distributed an amount sufficient to raise such balance to zero.


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          (ii) All debts and  liabilities  to persons or entities other than the
     parties hereto shall be paid and  discharged or reserves  therefor shall be
     established;  provided,  however, that the foregoing shall not be construed
     to include  any  repayment  of any  party's  capital  contributions  or any
     capital account balance of any party.

          (iii) All debits and  liabilities  to the parties hereto shall be paid
     and  discharged  or  reserves  therefore  shall be  established;  provided,
     however, that the foregoing shall not be construed to include any repayment
     of any party's capital  contributions or any capital account balance of any
     party.

          (iv) Assets shall be  distributed  among the parties in such manner as
     will bring the  balances of the capital  accounts  of the  parties,  to the
     extent possible,  into the ratio of their respective  Working  Interests in
     the JV Wells.

          (v) All  remaining  assets,  if any,  shall be  distributed  among the
     parties in accordance with their respective capital accounts.

     6.4 The parties  comprising  the WTU Group  agree to bear their  respective
proportional  shares of any fees or  expenses  incurred in  connection  with the
operations  and  management  of  the  Joint  Venture  and  the  preparation  and
presentation of accounting and tax  information  returns for the parties to this
Agreement.

                                  ARTICLE VII.
                              CROSS INDEMNIFICATION

     7.1 If Warren  or WDC are  acting as  Turnkey  Contractors  on a JV Well or
PEDCO is  supervising,  coordinating  and/or  controlling  the drilling,  and/or
completion  operations  contemplated  in Section  1.2 above,  Warren and WDC and
PEDCO  respectively  agree to jointly and  severally  indemnify  Magness for any
damages incurred by their actions, or failures to act, in connection with either
Turnkey  Contract or PEDCO serving as Operator on a JV Well to the extent caused
by the active or passive  negligence,  gross negligence or willful misconduct of
Warren, WDC or PEDCO, respectively.

     7.2  Conversely,  if Magness is acting as the  turnkey  contractor  on a JV
Well, Magness agrees to indemnify Warren, WDC and PEDCO for any damages incurred
by its actions, or failures to ac, in connection with a turnkey contract on a JV
Well to the extent caused by the active or passive negligence,  gross negligence
or willful misconduct of Magness.


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<PAGE>



                                  ARTICLE VIII.
                                  MISCELLANEOUS

     8.1 Any dispute or  controversy  between  the parties  arising out of or in
connection  with this  Agreement  shall be  determined  and  settled  by binding
arbitration  in the State of  California,  pursuant to the rules of the American
Arbitration  Association  then in effect.  Any award rendered in connection with
such an  arbitration  proceeding  shall be final and  binding on the  respective
parties  and  judgment  may  be  entered  thereon  by  any  court  of  competent
jurisdiction.

     8.2 The  Warren  shall use its best  efforts  to  maintain  all  geological
information  provided  to  or  acquired  by  it in  connection  with  operations
hereunder in confidence and to prevent the publication or dissemination  thereof
and to  prevent  the use of such  information  for any  purpose  other  than the
furtherance of the business relationship of the parties.

     8.3 All  notices,  demands,  requests  or  payments  provided  for or given
pursuant to this Agreement must be in writing.  All such notices shall be deemed
to have  been  properly  given or served by  depositing  the same in the  United
States Mail, registered or certified, return receipt requested, addressed to the
address set forth on the signature page of this Agreement.  All notices shall be
effective as of the date set forth on the return receipt.

     8.4 This Agreement and the  obligations of the parties  hereunder  shall be
construed and enforced in accordance with the laws of the State of California.

     8.5 This  Agreement s hall be deemed to be jointly  prepared by the parties
and any ambiguity herein shall not be construed for or against any party.

     8.6 This  Agreement  shall be  binding  on and inure to the  benefit of the
respective successors and assigns of the parties hereto.

     8.7 Each party shall concurrently  herewith,  or at any time hereafter,  on
the demand of the other,  execute any other documents or instruments,  and do or
cause to be done any  other  acts or things as may be  necessary,  desirable  or
convenient to carry out the intents and purposes of this Agreement.

     8.8 As used in this Agreement, the masculine, feminine or neuter gender and
the singular or plural number shall be deemed to include the other  whenever the
context so requires.

     8.9 This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed to be an original hereof for all purposes.


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<PAGE>


     8.10 Before a Joint  Venture  partner may  transfer its  interest,  it must
obtain an  opinion of  counsel  reasonably  acceptable  to the  remaining  Joint
Venture  partners that the transfer  will not cause a  termination  of the Joint
Venture for Federal tax purposes.

     IN WITNESS WHEREOF,  this Joint Venture  Agreement has been executed by the
parties this 24th day of May, 1999.

                                  WARREN RESOURCES OF CALIFORNIA, INC.


                                  By: /s/ Norman F. Swanton
                                      ------------------------------------------
                                      Norman F. Swanton
                                      Chairman and Chief Executive Officer


                                  MAGNESS PETROLEUM COMPANY

                                   By: /s/ Gary Magness
                                       -----------------------------------------


                                  PETROLEUM DEVELOPMENT CORPORATION, INC.

                                  By:  /s/ Jim C. Johnson
                                       -----------------------------------------


                                  WARREN RESOURCES, INC.

                                   By: /s/ Norman F. Swanton
                                       -----------------------------------------
                                       Chairman and Chief Executive Officer


                                  WARREN DEVELOPMENT CORP.

                                   By: /s/ Norman F. Swanton
                                       -----------------------------------------
                                       Chairman and Chief Executive Officer


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