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Exhibit 10.4
February 24, 2005
Mr. George S. Young
Fellows Energy Ltd.
370 Interlocken Blvd, Suite 400
Broomfield, CO 80021
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RE:
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Agreement to
Extend and Amend
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Exploration
Funding Service Agreement
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Gentlemen:
This letter shall serve as an agreement
(hereinafter referred to as “Letter Agreement”) between
Thomasson Partner Associates, Inc. whose mailing address is
1410 High Street, Denver, CO 80218 (hereinafter referred to as
“Thomasson” ) and Fellows Energy, Ltd, a
Nevada Corporation, whose mailing address is 370 Interlocken
Blvd., Suite 400, Broomfield, CO 80021 (hereinafter referred to as
“Fellows” ), regarding an extension and
amendment of that certain Exploration Service Funding Agreement
dated January 26, 2004 and the stipulation of due dates for certain
overhead payments owed to Thomasson by Fellows. Thomasson and
Fellows shall herein be collectively referred to as the
“Parties” or individually referred to as a
“Party.” The Parties hereby agree as
follows:
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1.
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The Parties
have entered into an Exploration Service Funding Agreement dated
January 26, 2004 (hereinafter referred to as the
“EFSA”), which was initially effective from January 1,
2004 through December 31, 2004. The Parties agreed therein that the
EFSA shall continue year to year thereafter until either Party
gives written notice to terminate at least ninety (90) days prior
to the end of the then current calendar year.
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2.
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The Parties
acknowledge that notice to terminate was not given by either Party
under the EFSA during 2004, therefore the Parties hereby mutually
agree to extend the terms of said EFSA for another calendar year
beginning on January 1, 2005, subject to the terms of this Letter
Agreement.
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3.
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The Parties
acknowledge that Fellows paid Thomasson an overhead fee of
$400,000.00 during the calendar year of 2004, which under the EFSA
entitled Fellows to purchase and participate up to a maximum of
fifty percent (50.0%) in all of the oil and gas exploration
projects generated by Thomasson under said EFSA during 2004. The
remaining fifty percent (50.0%) of said oil and gas exploration
projects generated during 2004 were subject to purchase and
participation by The Houston Exploration Company (&
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