COOPERATIVE AGREEMENT

EXHIBIT 10.9

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL
HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
AND THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

COOPERATIVE AGREEMENT

          This COOPERATIVE AGREEMENT (“Agreement”) is executed to be effective as of October 22, 2004, at 7:00 a.m. local time in the Greater Aneth Field, San Juan County, Utah (“Effective Time”) between RESOLUTE NATURAL RESOURCES COMPANY (“Resolute”), a Delaware corporation, and NAVAJO NATION OIL AND GAS COMPANY (“NNOG”), a Federal corporation.

ARTICLE I.
GENERAL

          1.01 Resolute and NNOG have entered into an Asset Sale Agreement (“ASA”) with ChevronTexaco (“CVX”) dated October 22, 2004, covering certain assets in the Greater Aneth Field in San Juan County, Utah, located in part within the exterior boundaries of the Navajo Nation Reservation.

          1.02 Resolute and NNOG have agreed upon certain cooperative arrangements concerning the assets to be acquired from CVX (the “Aneth Assets”). The Aneth Assets means (a) each and every property, interest, right and benefit Resolute and NNOG acquire in the Greater Aneth Area from CVX or its affiliates whether pursuant to the ASA or any formal or informal amendment or supplement thereof, understanding in connection therewith or in furtherance of or resulting from the sale and purchase transaction, (b) the ASA and any amendments or supplements thereof and the rights and interests of the Buyers thereunder and (c) all liabilities, obligations and burdens associated with the foregoing.

          1.03 The parties have agreed that Resolute (or one or more of its subsidiaries) will acquire 75% and NNOG will acquire 25% of the Aneth Assets. Resolute and NNOG’s interests in the Aneth Assets shall be several, not joint.

ARTICLE II.
PAYMENTS AND OBLIGATIONS IN CONNECTION WITH THE ASA

          2.01 Prior to or contemporaneous with the closing of the CVX sale of the Aneth Assets, Resolute will pay $(**) to NNOG in consideration for NNOG’s services in connection with the acquisition of the Aneth Assets. If the value of the Aneth Assets is reduced or diminished on account of title failures, exercises of preferential purchase rights, exclusions, casualty losses or similar changes, the $(**) payment will be reduced in proportion to the reduction in value of the Aneth Assets. If for any reason (i) the closing of the CVX transaction does not occur, or is determined to be void, rescinded or otherwise not effective, (ii) if the assignments of the Aneth Assets to Resolute and NNOG do not receive the required Navajo Nation (“NN”) approvals or the NN denies such approvals or exercises its right of first refusal, or (iii) at any time NNOG or the NN disclaims the effectiveness of this Agreement including, without limitation, the waivers and consents in Article X, NNOG shall refund such amount immediately to Resolute.

          2.02 At closing of the ASA, Resolute will pay 75% and NNOG will pay 25% of the adjusted purchase price for the Aneth Assets as determined under the ASA. The obligations and liabilities of the parties under the ASA shall be apportioned severally 75% to Resolute and 25% to NNOG.

          2.03 NNOG agrees to use its best good faith efforts to obtain the support of the NN for the closing of the ASA, as well as support for the implementation of the terms and provisions of this Agreement. In particular, without limitation, NNOG will work with NN to obtain an expedited approval of the assignment of interests from CVX to Resolute, or its designated subsidiary, and NNOG, as well as a waiver of the NN preferential right to purchase the Aneth Assets from CVX.

ARTICLE III.
NNOG OPTIONS

          3.01 Following the closing of the ASA, NNOG shall have options to purchase additional interests out of Resolute’s interest at the various Payout points and in the percentages set forth as follows:

     10% interest (or any lesser amount) at 100% of Payout (the “First Option”)

     10% interest (or any lesser amount) at 150% of Payout

     10% interest (or any lesser amount) at 200% of Payout

provided, however, no option will be exercisable prior to the fourth anniversary of the CVX closing except as set forth below. The interest subject to each of the NNOG options shall be an undivided, proportionally reduced 10% (or any lesser amount) of the 75% undivided, proportionately reduced interest that Resolute acquires from CVX in the Aneth Assets.

          3.02 Payout is defined as the point in time when Resolute recovers from the revenue from the sale of production from the Aneth Assets (including the effects of Resolute’s hedging activity relative to the Aneth Asset production) net of all royalty and other payments out of production and net of all NN, state and local taxes, assessments, fees, payments or similar burdens (other than federal or state income taxes), (i) all of Resolute’s costs directly associated with the acquisition of the Aneth Assets, and (ii) all of Resolute’s costs chargeable to the Joint Account under Exhibit D to the Aneth Unit Operating Agreement as in effect from time to time, but (iii) excluding the $(**) payment by Resolute to NNOG and excluding interest under financing arrangements. Acquisition costs include, without limitation legal (including legal costs associated with arranging financing for Resolute or NNOG), accounting, consulting, title, environmental and other due diligence, engineering, travel and all similar costs and expenses attributable to the acquisition of the CVX Assets. Revenue and costs will be adjusted by certain amounts in the event a tax credit transaction occurs as described below.

          3.03 The price for the purchase of any portion of the Aneth Assets pursuant to the options granted herein shall be the Fair Market Value of such assets with an Effective Date of the date that the relevant Payout point occurred. The Fair Market Value of

          4.02 Notwithstanding Section 4.01, the First Option will become exercisable without regard to the occurrence of Payout for a period of sixty (60) days (or the date that Fair Market Value is determined, if later) following notice by Resolute of its intent to offer Resolute’s interest in the Aneth Assets for Sale (as defined). The terms of the option, other than the exercise thereof, shall be governed by the terms of Article 3, provided that the closing of the purchase pursuant to the exercise shall occur simultaneously with the Sale giving rise to the notice. If Resolute fails to consummate a Sale following the notice thereof, however, the exercise of the option shall be void and the rights of the parties shall be as if no such Sale notice had been given; provided, however, in such event, unless the failure to consummate the Sale is due to the breach of a third party to consummate the sale, Resolute shall reimburse NNOG for NNOG’s reasonable costs and expenses, including without limitation its attorney and consultant fees, incurred by NNOG in pursuing such option.

          4.03 NNOG shall have a right of first negotiation concerning any proposed Sale of the Aneth Assets by Resolute. Said right of first negotiation shall be in addition to the rights that already exist in NN, if any. If Resolute intends to offer its interest in the Aneth Assets for Sale, and prior to any announcement of such intent to, or negotiations or discussions with, any third party, Resolute shall accord NNOG an exclusive right of first negotiation for a period of sixty days (the “Exclusive Negotiation Period”). During such Exclusive Negotiation Period, Resolute will negotiate in good faith directly and exclusively with NNOG to arrive at a mutually agreeable Fair Market Value of such assets determined as provided in Article 3 hereof, and any other mutually agreeable terms and conditions of a sale of such Assets from Resolute to NNOG. This right of first negotiation is exclusive and personal to NNOG and may not be assigned or transferred in any way. Such right shall terminate upon a change in control of NNOG, such change of control defined substantially similarly to the definition in Article 4.01. Such negotiation shall include only the Aneth Assets, whether Resolute intends to include other assets as part of the Sale or not. This right of first negotiation is not intended to be in derogation or substitution for any preference right that NN may enjoy under Navajo law, or to preclude NNOG from obtaining the Aneth Assets in cooperation with NN exercising such preference right. Similarly, such right of first negotiation is not intended to give the NN any right, preference or concession it does not have under applicable law. At either Resolute’s or NNOG’s election, the parties will engage a mutually acceptable, nationally recognized energy evaluation firm to provide guidance on the Fair Market Value of the assets, as determined above. The parties shall share equally the cost of such firm. No contract of sale shall exist until definitive agreements fully agreeable to both parties in their sole and absolute discretion as to each and every term including price are executed.

ARTICLE V.
ASSISTANCE BETWEEN THE PARTIES

          5.01 For so long as Resolute, NNOG and their affiliates hold in the aggregate the largest amount of working interest in the Aneth Unit, and Resolute’s working interest is greater than NNOG’s, NNOG shall use its best good faith efforts to cause Resolute to be elected and remain operator of the Aneth Unit and any non-unit properties within the Aneth Assets.

          5.02 Resolute and NNOG shall enter into a mutually acceptable joint operating agreement concerning any properties not subject to a unit operating agreement. NNOG will support Resolute in attempting to amend the Aneth Unit Operating Agreement to update and improve the form in order to encourage development in any manner consistent with NNOG’s interest.

          5.03 Resolute will work with NNOG in good faith to guide and assist NNOG in expanding its oil and gas operating capability. In this regard, Resolute or its affiliates or other persons on its behalf will share technical and other information with NNOG concerning the Aneth Assets; provided (i) that Resolute will have the discretion to determine appropriate amounts and types of data to share, it being understood that such sharing should not impede efficient day-to-day operations and business nor become an unreasonable burden on NNOG, and (ii) that NNOG has the legal right to share such data. NNOG ACKNOWLEDGES THAT RESOLUTE MAY NOT SHARE ALL INFORMATION IT MAY HAVE. NNOG ACKNOWLEDGES THAT ANY SUCH INFORMATION PROVIDED TO NNOG, INCLUDING, WITHOUT LIMITATION, ANY ASSESSMENTS, ESTIMATES, ANALYSIS, STUDIES, PLANS, MODELS, FORECASTS AND SIMILAR INFORMATION ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. RESOLUTE SHALL HAVE NO LIABILITY OR OBLIGATION TO NNOG CONCERNING THE QUALITY OF SUCH INFORMATION REGARDLESS OF THE NATURE OF ANY INACCURACY, ERROR, INCOMPLETENESS OR OTHER PROBLEM WITH THE INFORMATION. NNOG AGREES THAT RESOLUTE SHALL HAVE NO OBLIGATION TO KEEP ANY SUCH INFORMATION CURRENT OR TO CORRECT OR ADJUST SUCH INFORMATION IF RESOLUTE SHOULD LEARN OF ANY INACCURACY, ERROR INCOMPLETENESS OR OTHER PROBLEM WITH THE INFORMATION. RELIANCE BY NNOG ON ANY INFORMATION PROVIDED BY OR ON BEHALF OF RESOLUTE OR ANY OF ITS AFFILIATES, AGENTS, REPRESENTATIVES, ADVISORS, CONSULTANTS OR ANY OTHER PERSON IS AT NNOG’S SOLE RISK. IF AND TO THE EXTENT NNOG SHARES ANY SUCH INFORMATION WITH RESOLUTE, RESOLUTE AGREES THAT SUCH INFORMATION SHALL BE PROVIDED TO RESOLUTE ON THE SAME TERMS THAT RESOLUTE PROVIDES INFORMATION TO NNOG AS SET FORTH ABOVE.

          5.04 If requested by NNOG, Resolute will use its best good faith reasonable efforts (without the payment of consideration) to assist NNOG in its arranging acceptable financing for NNOG’s purchase of its 25% initial interest in the Aneth Assets from CVX. Resolute will also use its best good faith reasonable efforts to introduce NNOG to financing sources and to share information with respect to financial structures that may further NNOG’s ability to finance its acquisitions and operations.

          5.05 To further assist NNOG in its goal of enhancing its operating capability, Resolute will fund on an ongoing basis two scholarships in petroleum engineering and/or petroleum geology for qualified Navajo students for such time as Resolute is operating the Aneth Assets. Scholarships will be granted by representatives of NNOG and Resolute as agreed to among the parties.

          5.06 NNOG shall use its best good faith reasonable efforts to help maintain good relationships among Resolute and its employees, the community and the NN, including areas of cultural sensitivity. NNOG will advise Resolute of all material information of which it becomes aware that could impact the efficient operation of the Aneth Assets or community or employee relations. NNOG shall use its best good faith reasonable efforts to prevent confusion among Resolute employees or the Aneth communities as to Resolute’s authority and role concerning operations on the Aneth Assets.

          5.07 NNOG shall use its best good faith reasonable efforts to expand and develop its operating capabilities and expertise and to enhance its financing sources.

          5.08 NNOG shall use its best good faith reasonable efforts to maintain cooperative efforts among all parties and agencies concerned with operations concerning the Aneth Assets. NNOG shall use its best good faith reasonable efforts to obtain the consents and approvals necessary or convenient for the consummation of the CVX transaction and the efficient execution of future operations concerning the Aneth Assets, including, without limitation, consents and approvals of the NN, the Bureau of Land Management (“BLM”), Bureau of Indian Affairs (“BIA”), and all other authorities having jurisdiction over the Aneth Assets.

          5.09 NNOG will use its best good faith reasonable efforts to cause NN to agree to grant or renew any rights of way that may be needed or useful for the operation and utilization of the Aneth Assets.

ARTICLE VI.
TAX MATTERS

          6.01 Except as provided below concerning New Markets Tax Credits (“NMTC”), NNOG will retain the right to market to third parties or otherwise for its sole benefit any income tax exemptions, allowances, deductions or credits available to it under applicable law arising from its operations. The value of any tax benefits of NNOG that the parties may agree to allocate to Resolute will be treated as revenue to Resolute for purposes of determining Payout.

          6.02 Resolute, as manager of Resolute NAD, LLC, (“RNAD”) is pursuing, at its discretion and expense, an application for an allocation of NMTC under Section 45 D of the Internal Revenue Code and the Community Development Financial Institutions Fund program for energy investments on Native American lands. The allocation of credits will not be earmarked for projects on Navajo lands. Nevertheless, Resolute will direct investments that produce NMTC if an allocation is received by RNAD, to the acquisition of and/or operations on the Aneth Assets if and to the extent such investments can be so directed consistent with law, regulation and the application documents. It is acknowledged that Resolute, as manager of RNAD will consider the advice of the Board of Advisors of RNAD in determining the use of NMTC. Subject to the foregoing, the parties acknowledge that Resolute has ultimate discretion in the pursuit of NMTC, the use thereof and whether to continue such pursuit.

          6.03 To enhance the possibility of obtaining an allocation of tax credits, NNOG has agreed to act as a “controlling entity” with respect to RNAD. NNOG owns a voting membership interest in RNAD. NNOG has provided the necessary control entity information for the NMTC application, and shall provide such supplemental information and cooperation as may be reasonably requested by Resolute to continue pursuing an allocation of NMTC. NNOG shall not be involved in management of RNAD beyond the extent required by the NMTC program, and NNOG will not assume any position involving liability. Resolute will be the manager of RNAD unless and until it is removed as manager in accordance with RNAD’s operating agreement. NNOG may terminate its involvement in RNAD at any time provided it gives 45 days’ advance notice thereof to Resolute and provided NNOG conveys its interest in RNAD to Resolute or Resolute’s designee. Resolute shall defend, indemnify and hold harmless NNOG from any expenses, including reasonable attorneys’ fees, associated with third party claims for damages resulting from NNOG’s ownership of a membership interest in RNAD. Resolute shall have the right to control the defense and settlement of any such claim. If in the opinion of Resolute’s attorney’s or advisors Resolute reasonably determines NNOG’s ownership of an equity interest in RNAD creates a reasonable risk of material liability to Resolute or if it reasonably could impair the obtaining of an allocation of NMTC, upon request of Resolute, NNOG shall convey its interest in RNAD to Resolute or Resolute’s designee in a manner consistent with the NMTC program.

          6.04 If Resolute allocates NMTC for activities in connection with the Aneth Assets, the provisions of Exhibit B shall become operative and legally binding as between Resolute and NNOG. The parties shall then promptly enter into good faith reasonable negotiations with a view to executing definitive agreements consistent with the provisions of Exhibit B within 30 days following notice by Resolute of such allocation. The parties shall restructure the transactions described in Exhibit B as necessary or appropriate in order to achieve the contemplated economic and tax results. In general, if NNOG’s working interests participate in the tax credit program, the benefits of the tax credits would be shared in proportion to the working interests of the parties in the Aneth Assets, and Payout would also be credited with all of such credits received by Resolute. If NNOG’s working interests do not participate in the tax credit program, all such tax credit benefits would go to Resolute in the first instance, but Resolute would apply 25% of these benefits to reduce the exercise price of NNOG’s First Option, and Payout would also be credited with the 75% portion of such credits retained by Resolute. Resolute and NNOG, as appropriate, would be entitled to recover their respective out of pocket costs in pursuing such credits prior to determining the proper sharing or allocation of such tax credits. The foregoing provisions and Exhibit B are intended, and should be construed, to be complementary and mutually consistent. However, in the event of any inconsistency between the two with respect to the New Markets Tax Credit program, the terms set forth in Exhibit B shall control.

ARTICLE VII.
AREAS OF MUTUAL INTEREST

               7.01 The Greater Aneth Field, consisting of the McElmo Creek, Ratherford and White Mesa Units, but excluding the Aneth Unit shall constitute an Area of Mutual Interest (the “GREATER AMI”) between the parties. If either party becomes aware of the opportunity to acquire any right, title or interest in any oil and gas lease, mineral interest, facility, contract or other right or interest in or affecting oil and gas, including, without limitation, any right of way, easement or surface interest used or useful for the production of oil and gas, or any contractual right to acquire such an interest (an “Oil and Gas Interest”) in the GREATER AMI, it shall promptly notify the other party and the parties shall negotiate in good faith exclusively with each other for a period of ninety days in an attempt to agree upon an arrangement to acquire the Oil and Gas Interest with the expectation that they would share the acquisition in proportion to their interests in the Aneth Assets. Neither party shall solicit, entertain, discuss, review, analyze nor respond to any other proposals or requests during the period of exclusive negotiations. Notwithstanding anything herein to the contrary, if a party has not breached its obligations under this Section 7.01 and believes in good faith that further negotiations would not likely result in definitive agreement, such party may give notice to the other party of such circumstance and the obligations of good faith, exclusive negotiations shall terminate fifteen (15) days following such notice. This Section 7.01 shall not prevent a party from taking any action to pursue or capture the acquisition opportunity.

               7.02 The boundaries of the Aneth Unit, as it may be modified, or any successor unit area, shall also constitute an Area of Mutual Interest (the “ANETH AMI”) between the parties. If either party acquires an Oil and Gas Interest in the ANETH AMI it shall notify the other party within 30 days of the acquisition giving full particulars concerning the acquisition, including the price. The other party shall have 15 days within which to elect to require an assignment of an interest in the acquired property proportional to its relative working interest in the Aneth Unit compared to the acquiring party’s working interest in the Aneth Unit. If the non-acquiring party elects to require such an assignment, it shall pay its proportionate share of all acquisition costs in exchange for proper assignments at a closing to be held within 30 days following the election.

               7.03 The GREATER AMI and the ANETH AMI shall terminate upon the consummation of a Sale (as defined in Section 4.01) by Resolute.

ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES OF RESOLUTE

               8.01 Resolute represents and warrants to NNOG as follows:

     (a) Resolute is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power to carry on its business as it is now being conducted. Resolute is duly qualified or licensed to do business, and is in good standing, in each jurisdiction, in which the character of the property or assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary and the failure to so qualify or be licensed would have a material adverse effect on the transactions or performance contemplated under this Agreement.

     (b) Resolute has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Resolute.

     (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions contemplated hereby by Resolute will:

     (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Resolute; or

     (ii) assuming that all required governmental approvals are obtained, be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Resolute is a party or is subject or by which any of the Aneth Assets are bound.

     (d) Subject to applying for and obtaining all required governmental approvals, no consent, approval, authorization or permit of, or filing with or notification to, any person is required for or in connection with the execution and delivery of this Agreement by Resolute or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Resolute.

     (e) There are no actions, claims, suits, arbitration proceedings, inquiries, proceedings, investigation or audit by or before any court or arbitration panel or any governmental authority pending or, to the knowledge of Resolute, threatened against Resolute which relate to the Aneth Assets or the transactions contemplated by this Agreement and that would have a material adverse effect on the transactions or performance contemplated under this Agreement.

     (f) Resolute has not received any noti