AGREEMENT OF PARTNERSHIP

General Partnership Agreement

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Title: AGREEMENT OF PARTNERSHIP
Governing Law: Delaware Date: 3/5/2004

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EXHIBIT 4.1

EXHIBIT A

AGREEMENT OF PARTNERSHIP

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MEWBOURNE ENERGY PARTNERS ___-A, L.P.

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AGREEMENT OF PARTNERSHIP

MEWBOURNE ENERGY PARTNERS ___-A, L.P.

TABLE OF CONTENTS

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ARTICLE I

FORMATION OF PARTNERSHIP

Section 1.1 Formation.................................................................. 1

Section 1.2 Name....................................................................... 1

Section 1.3 Business................................................................... 1

Section 1.4 Principal Office........................................................... 1

Section 1.5 Names and Addresses of Partners............................................ 2

Section 1.6 Term....................................................................... 2

Section 1.7 Filings.................................................................... 2

Section 1.8 Title to Partnership Property.............................................. 2

Section 1.9 Conversion of General Partner Interests into Limited Partner Interests..... 2

ARTICLE II

DEFINITIONS AND REFERENCES

Section 2.1 Defined Terms.............................................................. 3

Section 2.2 References and Titles...................................................... 11

ARTICLE III

CAPITALIZATION

Section 3.1 Capital Contributions of Investor Partners................................. 11

Section 3.2 Contributions of Managing Partner.......................................... 11

Section 3.3 Return of Contributions.................................................... 11

Section 3.4 Additional Contributions................................................... 11

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 Allocation Among Partners.................................................. 12

Section 4.2 Allocations................................................................ 12

Section 4.3 Distributions.............................................................. 13

Section 4.4 Allocations on Transfers................................................... 14

ARTICLE V

MANAGEMENT

Section 5.1 Power and Authority of Managing Partner.................................... 15

Section 5.2 Certain Restrictions on Managing Partner's Power and Authority............. 17

Section 5.3 Services of Managing Partner............................................... 19

Section 5.4 Liability of Managing Partner and Its Affiliates........................... 20

Section 5.5 Indemnification of Managing Partner and Its Affiliates..................... 20

Section 5.6 Reporting and Legal Expenses............................................... 22

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Section 5.7 Administrative Costs....................................................... 22

Section 5.8 Management Fee............................................................. 23

Section 5.9 Gas Marketing Fee.......................................................... 23

Section 5.10 Restrictions on Certain Transactions....................................... 23

Section 5.11 Restriction on Voting Interests Held by Managing Partner................... 28

Section 5.12 Tax Elections.............................................................. 29

Section 5.13 Tax Matters Partner........................................................ 29

ARTICLE VI

RIGHTS AND OBLIGATIONS OF INVESTOR PARTNERS

Section 6.1 Rights of Investor Partners................................................ 29

Section 6.2 Access of Investor Partners to Geophysical Data............................ 30

Section 6.3 Return of Capital Contribution............................................. 30

Section 6.4 Meetings................................................................... 30

Section 6.5 Voting Rights of Investor Partners......................................... 30

Section 6.6 Conduct of Meeting......................................................... 31

Section 6.7 General Partners Not Agents................................................ 31

Section 6.8 Liabilities of Partners.................................................... 31

ARTICLE VII

BOOKS, RECORDS, CAPITAL ACCOUNTS, REPORTS, AND BANK ACCOUNTS

Section 7.1 Books, Records, and Capital Accounts....................................... 32

Section 7.2 Reports.................................................................... 34

Section 7.3 Bank Accounts.............................................................. 36

ARTICLE VIII

ASSIGNMENT AND PURCHASE OF INTERESTS; SUBSTITUTION

Section 8.1 Assignments by Investor Partners........................................... 36

Section 8.2 Assignment by Managing Partner............................................. 38

Section 8.3 Right of Presentment....................................................... 39

Section 8.4 Notices of and Limitations on Right of Presentment......................... 40

Section 8.5 Cessation of Right of Presentment.......................................... 42

Section 8.6 Removal of Managing Partner................................................ 42

ARTICLE IX

DISSOLUTION, RECONSTITUTION, LIQUIDATION, AND TERMINATION

Section 9.1 Dissolution................................................................ 43

Section 9.2 Covenant Not to Withdraw................................................... 44

Section 9.3 Reconstitution............................................................. 44

Section 9.4 Liquidation and Termination................................................ 47

ARTICLE X

REPRESENTATIONS AND WARRANTIES OF THE MANAGING PARTNER AND POWER OF ATTORNEY

Section 10.1 Representations and Warranties of the Managing Partner..................... 49

Section 10.2 Power of Attorney.......................................................... 50

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ARTICLE XI

MISCELLANEOUS

Section 11.1 Notices.................................................................... 51

Section 11.2 Amendment.................................................................. 51

Section 11.3 Partition.................................................................. 52

Section 11.4 Entire Agreement........................................................... 52

Section 11.5 Severability............................................................... 52

Section 11.6 No Waiver.................................................................. 52

Section 11.7 Evidence of Interest....................................................... 52

Section 11.8 Applicable Law............................................................. 52

Section 11.9 Successors and Assigns..................................................... 53

Section 11.10 Counterparts............................................................... 53

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AGREEMENT OF PARTNERSHIP

MEWBOURNE ENERGY PARTNERS ___-A, L.P.

THIS AGREEMENT OF PARTNERSHIP (herein called this "Agreement") dated

[_____________] ___, 20__, is made by and among Mewbourne Development

Corporation, a Delaware corporation ("MD" and also herein called the "Managing

Partner" when acting in its capacity as Managing Partner of the Partnership),

Curtis W. Mewbourne, a resident of Tyler, Texas (the "Organizational Partner"),

and those persons who execute or adopt this Agreement or counterparts hereof as

Investor Partners and become such (herein called the "Investor Partners"). In

consideration of the mutual covenants and agreements contained herein, the

parties hereto do hereby agree as follows:

ARTICLE I

FORMATION OF PARTNERSHIP

Section 1.1 Formation. Subject to the provisions of this Agreement, the

parties hereto do hereby form a limited partnership (herein called the

"Partnership") pursuant to the provisions of the Delaware Act.

Section 1.2 Name. The name of the Partnership shall be Mewbourne Energy

Partners ___-A, L.P. Subject to all applicable laws, the business of the

Partnership may be conducted under such other name or names (including the name

of the Managing Partner) as the Managing Partner shall determine to be necessary

or desirable. The Managing Partner shall cause to be filed on behalf of the

Partnership such partnership or assumed or fictitious name certificate or

certificates or similar instruments as may from time to time be required by law.

Section 1.3 Business. The business of the Partnership shall be the

following: (a)to become a party to the Program Agreement; (b)to acquire Leases

from MOC and its Affiliates and from third parties in accordance with the terms

of the Program Agreement; (c)to explore, drill, develop, operate, and dispose of

such Leases; (d)to produce, collect, store, treat, deliver, market, sell, or

otherwise dispose of oil, gas, and related minerals from such Leases; and (e)to

take all such actions which may be incidental thereto as the Managing Partner

may determine. The Partnership may also purchase or acquire equipment,

processing facilities, and other property associated with such Leases and

acquire interests in and invest in joint ventures and other partnerships

(including affiliated joint ventures or affiliated partnerships) or other

entities (including corporations) that hold or are formed to acquire Leases in

Prospects if, in the judgment of the Managing Partner, such acquisitions or

investments are necessary or desirable to the acquisition by the Partnership of

Leases in Prospects or the drilling and completion of wells thereon. In

addition, the Partnership may participate in any other type of transaction

relating to Leases or Prospects or the drilling and completion of wells thereon

if the economic effect of such transactions is the same as the ownership of such

Leases or Prospects by the Partnership.

Section 1.4 Principal Office. The location of the principal place of

business of the Partnership shall be 3901 South Broadway, Tyler, Texas 75701.

The Managing Partner, at any time and from time to time, may change the location

of the Partnership's principal place of business and may establish such

additional place or places of business of the Partnership as the

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Managing Partner shall determine to be necessary or desirable, provided notice

thereof is given to the Investor Partners within 30 days of such change or

establishment. The registered office of the Partnership in the State of Delaware

shall be at Corporation Trust Center, 1209 Orange Street, Wilmington, County of

Newcastle, Delaware 19801, and its registered agent for service of process on

the Partnership at such registered office shall be Corporation Trust

Corporation.

Section 1.5 Names and Addresses of Partners. MD is the sole Managing

Partner of the Partnership and its address is 3901 South Broadway, Tyler, Texas

75701. The Organizational Partner's name is Curtis W. Mewbourne and his address

is 3901 South Broadway, Tyler, Texas 75701. The name and business, residence, or

mailing address of each Investor Partner will be maintained in the Partnership

records. The date upon which each such person became an Investor Partner shall

be the date set forth in Partnership records. The address of each Investor

Partner for the purpose of receiving notices and all other communications

hereunder shall be the address shown in the Subscription Agreement executed by

such Investor Partner or such other address as may be supplied by such Investor

Partner to the Managing Partner in the manner specified in Section 11.1.

Section 1.6 Term. The Partnership shall commence upon the completion of

filing for record of an initial Certificate of Limited Partnership for the

Partnership in accordance with the Delaware Act and shall continue until

terminated in accordance with Article IX.

Section 1.7 Filings. Upon the request of the Managing Partner, the

parties hereto shall immediately execute and deliver all such certificates and

other instruments conforming hereto as shall be necessary for the Managing

Partner to accomplish all filing, recording, publishing, and other acts

appropriate to comply with all requirements for the formation and operation of a

limited partnership under the laws of the State of Delaware and for the

formation, qualification, and operation of a limited partnership (or a

partnership in which the Investor Partners have limited liability) in all other

jurisdictions where the Partnership shall propose to conduct business.

Section 1.8 Title to Partnership Property. All property owned by the

Partnership, whether real or personal, tangible or intangible, shall be deemed

to be owned by the Partnership as an entity, and no Partner, individually, shall

have any ownership of such property. The Partnership shall hold its assets in

its own name, except that its interests in Leases may be held in the name of the

Program Manager as contemplated by the Program Agreement.

Section 1.9 Conversion of General Partner Interests into Limited

Partner Interests. As soon as practicable after the completion of the

Partnership's drilling activities, the Interests held by the General Partners

will be converted to Limited Partner Interests. In order to accomplish such

conversion, the Managing Partner will (a) file an amended certificate of limited

partnership with the Secretary of State of the State of Delaware removing the

General Partners as general partners of the Partnership and (b)take such other

actions as are necessary or appropriate to accomplish conversion of the General

Partner Interests held by the General Partners to Limited Partner Interests.

Notwithstanding the foregoing, the Managing Partner shall not be obligated to

cause the conversion of the General Partner Interests held by the General

Partners to Limited

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Partner Interests, or may delay such conversion, if the Managing Partner

determines that such conversion at that time would not be in the best interests

of the Investor Partners or the Partnership; provided that if the Managing

Partner determines that such conversion would not be in the best interests of

the Investor Partners or the Partnership, the insurance coverage limits,

including umbrella policy limits, will not be reduced unless such coverage

becomes unobtainable or is only available at premiums which are prohibitively

more expensive than the premiums now being paid for such policies. If conversion

is so delayed, the Managing Partner will continue to have the power and

authority to cause such conversion at any time during the term of the

Partnership if the Managing Partner determines that conversion is in the best

interests of the General Partners and the Partnership. Upon filing the amended

certificate of limited partnership reflecting the conversion of the General

Partner Interests held by General Partners to Limited Partner Interests, the

conversion will be effective and thereafter each General Partner will have the

rights and obligations of a Limited Partner and will be entitled to limited

liability to the extent provided by the Delaware Act; provided that those

General Partners will remain liable to the Partnership for their proportionate

shares of Partnership obligations and liabilities arising prior to the

conversion of their General Partner Interests to Limited Partner Interests.

ARTICLE II

DEFINITIONS AND REFERENCES

Section 2.1 Defined Terms. When used in this Agreement and unless the

context otherwise requires, the following terms shall have the respective

meanings set forth below:

"Administrative Costs" shall mean all customary and routine expenses

incurred by the Managing Partner or its Affiliates for the conduct of the

administration of the Partnership or the Drilling Program, including: legal,

finance, accounting, secretarial, travel, office rent, telephone, data

processing, and other items of a similar nature.

"Adjusted Capital Account" shall mean the capital account maintained

for each Partner as provided in Section 7.1(c) as of the end of each fiscal

year, (a) increased by (i) an amount equal to such Partner's allocable share of

the Partnership's Minimum Gain, as computed on the last day of such fiscal year

in accordance with Treasury Regulation 1.704-2(g), and (ii) the amount of

Partnership indebtedness allocable to such Partner under Section 752 of the Code

with respect to which such Partner is personally liable, and (b) reduced by (i)

depletion deductions reasonably expected to be allocated to such Partner in

subsequent years and charged to such Partner's capital account as provided in

Section 7.1(c), (ii) the amount of all losses and deductions reasonably expected

to be allocated to such Partner in subsequent years under Section 704(e)(2) or

706(d) of the Code and Treasury regulation 1.751-1(b)(2)(ii), and (iii) the

amount of all distributions reasonably expected to be made to such Partner to

the extent that they exceed offsetting increases in such Partner's capital

account that are reasonably expected to occur during (or prior to) the year in

which such distributions are reasonably expected to be made.

"Affiliate" shall mean with respect to another person, (a) any person

directly or indirectly owning, controlling, or holding with power to vote 10% or

more of the outstanding voting securities of or equity interests in such other

person; (b) any person 10% or more of whose outstanding voting securities or

equity interests are directly or indirectly owned, controlled, or held with

power to vote by such other person; (c) any person directly or indirectly

controlling,

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controlled by, or under common control with such other person; (d) any employee,

officer, director, or partner of such other person; and (e) any company for

which any such officer, director, or partner acts in any such capacity. For

purposes of this Agreement an Affiliate of MD shall include Affiliated Programs.

"Affiliated Program" shall mean a drilling, producing property, income,

royalty, or other program (whether in the form of a partnership, joint venture,

or otherwise) for or of which the Managing Partner or an Affiliate thereof

serves as manager or managing partner or acts in a similar capacity.

"Agreement" shall mean this Agreement of Partnership, as amended from

time to time.

"Base Rate" shall mean an effective rate per annum equal to the lesser

of the following rates of interest (a)the highest rate of interest publicly

announced from time to time by Bank of America of Texas, N.A., Tyler, Texas, as

its prime rate for its largest and most credit worthy domestic corporate

customers for 90 day unsecured loans, plus 1%, or (b)the "Maximum Legal Rate."

The term "Maximum Legal Rate" means the maximum rate of interest from time to

time permitted to be contracted for, charged, or collected by the specified

recipient under any laws from time to time applicable to the indebtedness of the

payor to the recipient with respect to the amounts subject to such Base Rate.

"Capital Contribution" shall mean for any particular Partner the total

dollar amount of the contribution to the capital of the Partnership made by such

Partner.

"Capital Contributions" shall mean the aggregate amount of the Capital

Contribution paid by all Partners to the Partnership.

"Capital Expenditures" shall mean those costs associated with property

acquisition and the drilling and completion of oil and gas wells which are

generally accepted as capital expenditures pursuant to the provisions of the

Code.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Delaware Act" shall mean the Delaware Revised Uniform Limited

Partnership Act, as amended from time to time, and any successor to such act.

"Direct Costs" shall mean all actual and necessary costs directly

incurred for the benefit of the Drilling Program and generally attributable to

the goods and services provided to the Drilling Program by parties other than

the Managing Partner or its Affiliates. Direct costs shall not include any cost

otherwise classified as Organization and Offering Expenses. Direct Costs include

Reporting and Legal Expenses and may include the cost of services provided by

the Managing Partner or its Affiliates if such services are provided pursuant to

written contracts and in compliance with the terms set forth under Section 5.7

hereof.

"Drilling Program" shall mean the drilling program to be conducted by

the Partnership, MOC, and MD pursuant to the Program Agreement and the rights,

interests, and properties of MD and the Partnership under or subject to the

Program Agreement.

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A "farmout" shall mean an agreement whereby the owner of the Lease

agrees to assign his interest in certain specific acreage to the assignees,

retaining some interest such as an Overriding Royalty Interest, an oil and gas

payment, offset acreage, or other type of interest, subject to the drilling of

one or more specific wells or other performance as a condition of the

assignment.

"General Partner" shall mean each person who executes or adopts this

Agreement or a counterpart hereof as a General Partner and is accepted by the

Managing Partner as such and any person who becomes a substituted General

Partner in accordance with the terms hereof. General Partner shall not include

the Managing Partner except to the extent that the Managing Partner owns General

Partner Interests.

"General Partner Interest" shall mean a General Partner's unit of

interest in the Partnership representing a $1,000 Capital Contribution.

"Horizon" shall mean a zone of a particular formation; that part of a

formation of sufficient porosity and permeability to form a petroleum reservoir.

"Independent Expert" shall mean a person with no material relationship

to the Managing Partner or its Affiliates who is qualified and who is in the

business of rendering opinions regarding the value of oil and gas properties

based upon the evaluation of all pertinent economic, financial, geologic, and

engineering information available to the Managing Partner.

"Interest" shall mean an Investor Partner's unit of interest in the

Partnership representing a $1,000 Capital Contribution.

"Investor Partners" shall mean the General Partners and the Limited

Partners and shall not include the Managing Partner, except to the extent that

the Managing Partner owns Interests.

"Lease" shall mean an oil and gas lease or an oil, gas, and mineral

lease; a Working Interest; an interest (including certain non-consent interest)

arising under a pooling order or operating agreement; an interest acquired under

a farmout; operating rights under governmental tracts; a mineral interest,

royalty, or other interest in and to oil, gas, and related hydrocarbons (or a

contractual right to acquire or earn such an interest) or an undivided interest

therein or portion thereof (including those covering only certain Horizons or

depths), together with all easements, permits, licenses, servitudes, and

rights-of-way situated upon or used or held for future use in connection with

the exploration, development, or operation of such interest.

"Lease Acquisition Costs" shall mean, when used to describe the costs

of any Lease, the sum of (a) all monetary consideration paid or given for such

Lease to a non-Affiliate of the Managing Partner, including but not limited to

lease bonuses and advance rentals paid to a non-Affiliate of the Managing

Partner, (b) all costs of lease acquisition and title examination, including but

not limited to curing or defending title, title insurance or examination costs,

brokerage commissions, the fees and wages of landmen and lease brokers and their

expenses, filing fees, recording costs, transfer taxes, and like charges paid in

connection with the acquisition of such Lease, (c) all delay rentals and other

similar payments and ad valorem taxes paid with respect to such Lease, (d) such

portion as may be allocated to such Lease in accordance with generally accepted

accounting principles and industry standards of all reasonable,

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necessary, and actual costs and expenses of MD or its Affiliates for geological,

geophysical, seismic, land, engineering, drafting, accounting, legal, and other

like services together with related administrative and general overhead costs

involved in lease acquisition and Prospect evaluation including such costs and

expenses which could otherwise be classified hereunder as Administrative Costs,

(e) such portion as may be allocated to such Lease in accordance with generally

accepted accounting principles and industry standards of all costs and expenses

incurred in the acquisition of farmouts, subleases, pooling orders, or other oil

and gas interests, (f) interest and points actually incurred on funds borrowed

to pay any of the costs and expenses described in clauses (a) through (e) above

calculated from the date of their incurrence until the date of their

reimbursement by the Drilling Program at the time a Lease is acquired by the

Drilling Program, and (g)with respect to Leases held on the date hereof by or

acquired thereafter by MD or an Affiliate thereof, in which an interest is

transferred to the Participants pursuant to the Program Agreement, the costs of

such transfer; provided that the expenses described in clauses (c), (d), (e),

and (f) shall have been incurred by MOC or its Affiliates not more than 36

months prior to the acquisition by the Drilling Program of such Lease; and

provided further, that such time limitation shall not be applicable to Leases

having a primary term of five or more years. Lease Acquisition Costs of a Lease

shall not include any costs or expenses otherwise allocable herein to such Lease

and which represent costs or expenses incurred in connection with the past

drilling of wells which are not producers of sufficient quantities of oil or

natural gas to make commercially reasonable their continued operation.

"Limited Partner" shall mean each person who executes or adopts this

Agreement or a counterpart hereof as a Limited Partner and is accepted by the

Managing Partner as such and any person who becomes a substituted Limited

Partner in accordance with the terms hereof. Limited Partner shall not including

the Managing Partner, except to the extent that the Managing Partner owns

Limited Partner Interests.

"Limited Partner Interest" shall mean a Limited Partner's unit of

interest in the Partnership representing a $1,000 Capital Contribution.

"Majority in Interest" shall mean, with respect to any agreement or

vote of the Investor Partners, Investor Partners whose combined Interests, at

the time of determination thereof, exceed 50% of the total Interests held of

record by Investor Partners who are eligible to participate in such agreement or

vote.

"Management Fee" shall have the meaning assigned to such term in

Section 5.8.

"Managing Partner" shall mean MD which will serve as the initial

managing partner of the Partnership, and any person who becomes a substituted

Managing Partner in accordance with the terms hereof.

"Minimum Gain" shall mean the amount of gain that would be realized by

the Partnership if it disposed of (in a taxable transaction) all Partnership

properties which are subject to non-recourse liabilities of the Partnership in

full satisfaction of such liabilities, computed in accordance with the

provisions of Treasury regulation 1.704-2(b)(2).

"MOC" shall mean Mewbourne Oil Company, a Delaware corporation.

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"Operating Agreement" shall mean a Model Form Operating Agreement based

upon the American Association of Petroleum Landmen Form 610-1989 and among the

other attached exhibits thereto, an accounting procedure for joint operations

issued by the Council of Petroleum Accountants Societies of North America, each

of which containing modifications that are customary and usual for the

geographic area in which the Partnership intends to conduct operations.

"Operating Costs" shall mean all expenditures made and costs incurred

in producing and marketing oil and gas from completed wells, including, in

addition to labor, fuel, repairs, hauling, materials, supplies, utility charges,

and other costs incident to or therefrom, ad valorem and severance taxes,

insurance and casualty loss expense, and compensation to well operators or

others for services rendered in conducting such operations.

"Organization and Offering Expenses" means all costs and expenses

incurred by the managing partner and its affiliates in connection with the

organization of a partnership and a drilling program, the registration of the

interests for offer and sale under applicable federal and state securities laws,

and the offer and sale of the interests. Organization and Offering Expenses

include, without limitation, fees paid to persons performing due diligence

examinations or otherwise acting in relation to a partnership or the managing

partner with respect to the offering and sale of the interests and all expenses

reasonable for the managing partner and its affiliates incurred in assisting

with the distribution of the interests or such due diligence. Organization and

Offering Expenses shall not include any costs and expenses that might be

categorized as any of the foregoing but that are included as sales commissions

or due diligence fees.

"Organizational Partner" shall mean Curtis W. Mewbourne, a resident of

Tyler, Texas, who has agreed to serve as an initial limited partner.

"Overriding Royalty Interest" shall mean an interest in the oil and gas

produced pursuant to a specified Lease or Leases, or the proceeds from the sale

thereof, carved out of the Working Interest, to be received free and clear of

all costs of development, operation, or maintenance.

"Partners" shall mean the Managing Partner and the Investor Partners.

"Partnership" shall have the meaning assigned to such term in Section

1.1.

"Partnership Year" shall mean a period of one year with the first

Partnership Year commencing as of the date the Investor Partners are first

admitted to the Partnership and ending immediately prior to the anniversary of

such date and with each succeeding Partnership Year commencing as of the

anniversary of such date and ending immediately prior to the next succeeding

anniversary date.

"person" shall refer to any natural person, partnership, corporation,

association, trust, or other legal entity.

"Production Purchase or Income Program" shall mean any program whose

investment objective is to directly acquire, hold, operate, and/or dispose of

producing oil and gas properties. Such a program may acquire any type of

ownership interest in a producing property, including but not limited to,

Working Interests, royalties, or production payments. A program which

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spends at least 90% of Capital Contributions and funds borrowed (excluding

Organization and Offering Expenses) in the above described activities is

presumed to be a Production Purchase or Income Program.

"Program Agreement" shall mean the Program Agreement by and among the

Partnership, MD, and MOC.

"Program Manager" shall mean MOC and any person who becomes the

successor Program Manager in accordance with the Program Agreement.

"Program Well" shall mean any oil and gas well in which the

Participants have an interest pursuant to the Program Agreement.

"Prospect" shall mean an area covering lands which, in the opinion of

the Program Manager, contains subsurface structural or stratigraphic conditions

making it susceptible to the accumulation of oil or gas in commercially

productive quantities at one or more Horizons. The area, which may be different

for different Horizons, shall be designated by the Program Manager in writing

prior to the conduct of Partnership operations and shall be enlarged or

contracted from time to time on the basis of subsequently acquired information

to define the anticipated limits of the associated oil and gas reserves and to

include all acreage encompassed therein. A "Prospect" with respect to a

particular Horizon may be limited to the minimum area permitted by state law or

local practice, whichever is applicable, to protect against drainage from

adjacent wells if the well to be drilled by the Partnership is to a Horizon

containing Proved Reserves.

"Proved Reserves" shall mean those quantities of crude oil, natural

gas, and natural gas liquids which, upon analysis of geological and engineering

data, appear with reasonable certainty to be recoverable in future years from

known oil and gas reservoirs under existing economic and operating conditions.

Proved Reserves are limited to those quantities of oil and gas which can be

expected, with little doubt, to be recoverable commercially at current prices

and costs, under existing regulatory practices and with existing conventional

equipment and operating methods. Depending upon their status or development,

Proved Reserves will be subdivided into the following classifications and have

the following definitions.

(a) "Proved Developed Reserves" shall mean Proved

Reserves which can be expected to be recovered through existing wells with

existing equipment and operating methods. This classification shall include:

(i) "Proved Developed Producing Reserves," which are

Proved Developed Reserves which are expected to be produced from existing

completion intervals now open for production in existing wells; and

(ii) "Proved Developed Non-Producing Reserves," which are

Proved Developed Reserves which exist behind the casing of existing wells, or at

minor depths below the present bottom of such wells, which are expected to be

produced through these wells in the predictable future, where the cost of making

oil and gas available for production is relatively small compared to the cost of

a new well.

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Additional oil and gas expected to be obtained through the application

of improved recovery techniques are included as Proved Developed Reserves only

after testing by a pilot project or after the operation of an installed program

has confirmed through production that increased recovery will be achieved.

(b) "Proved Undeveloped Reserves" shall mean all reserves which

are expected to be recovered from additional wells on undrilled acreage or from

existing wells where a relatively major expenditure is required for

recompletion. Such reserves on undrilled acreage are limited to those drilling

units offsetting productive units which are reasonably certain of production

when drilled. Proved Reserves for other undrilled units are claimed only where

it can be demonstrated with reasonable certainty, based on accepted geological,

geophysical, and engineering studies and data, that there is continuity of

reservoir from an existing productive formation. No estimates for Proved

Undeveloped Reserves are attributable to any improved recovery technique

contemplated for any acreage, unless the techniques to be employed have been

proved effective by actual tests in the same areas and reservoir.

"Reconstituted Partnership" shall mean the Partnership, as

reconstituted by a Majority in Interest of the Investor Partners pursuant to

Section 9.3.

"Reporting and Legal Expenses" shall mean all third party accounting

fees, costs, and expenses associated with obtaining audits of books and records,

third party engineering fees, costs, and expenses associated with annual reserve

reports and third party attorney's fees and other legal fees, costs, and

expenses associated with matters that are attributable to the Drilling Program's

or the Partnership's business.

"Right of Presentment" shall mean the right of Investor Partners to

request the Managing Partner to purchase for cash all of that Investor Partner's

Interests, subject to certain conditions.

"Roll-Up" shall mean a transaction involving the acquisition, merger,

conversion, or consolidation, either directly or indirectly, of the Partnership

and the issuance of securities of a Roll-Up Entity. Such term does not include a

transaction involving securities of any Partnership that have been listed for at

least 12 months on a national exchange or traded through the National

Association of Securities Dealers Automated Quotation National Market System or

a transaction involving the conversion to corporate, trust, or association form

of only the Partnership if, as a consequence of the transaction, there will be

no significant adverse change in any of the following:

(i) voting rights;

(ii) the term of existence of the Partnership;

(iii) Sponsor compensation; or

(iv) the Partnership's investment objectives.

"Roll-Up Entity" shall mean a partnership, trust, corporation, or other

entity that would be created or survive after the successful completion of a

proposed Roll-Up transaction.

"Securities Act" shall mean the Securities Act of 1933, as amended.

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"Sharing Ratio" shall mean for any Partner the proportion obtained by

dividing (i) the amount of such Partner's Capital Contribution to the

Partnership by (ii) the sum of all Capital Contributions paid by the Partners to

the Partnership; provided that in the event of an assignment (voluntarily, by

operation of law or this Agreement, or otherwise) by an Investor Partner of

Interests in the Partnership (other than an assignment solely of an interest in

distributions of Partnership revenues), the Sharing Ratio of such Investor

Partner shall be proportionately reduced, based upon the number of Interests

assigned compared to the total number of Interests owned by such Investor

Partner prior to such assignment, and the assignee of such Interests shall

succeed to a proportionate share of the Sharing Ratio of his assignor that is

attributable to the Interests transferred to such assignee.

"Simulated Basis" shall have the meaning assigned to such term in

Section 7.1(c).

"Simulated Depletion" shall have the meaning assigned to such term in

Section 7.1(c).

"Simulated Gain" shall have the meaning assigned to such term in

Section 7.1(c).

"Simulated Loss" shall have the meaning assigned to such term in

Section 7.1(c).

"Sponsor" shall mean any person directly or indirectly instrumental in

organizing, wholly or in part, the Partnership, or any person who will manage or

is entitled to manage or participate in the management or control of the

Partnership. "Sponsor" includes the Managing Partner and any other person who

actually controls or selects any person who controls 25% or more of the

exploratory, developmental, or producing activities of the Partnership, or any

segment thereof, even if that person had not entered into a contract at the time

of formation of the Partnership. "Sponsor" does not include wholly independent

third parties such as attorneys, accountants, and underwriters whose only

compensation is for professional services rendered in connection with the

offering of the Interests. Whenever the context of this Agreement so requires,

the term "Sponsor" shall be deemed to include Affiliates of the person deemed to

be a Sponsor.

"Subscription Agreement" shall mean, with respect to an Investor

Partner, the subscription agreement executed and delivered by such Investor

Partner in connection with his subscription to purchase Interests and containing

certain representations, warranties, covenants, and agreements of such Investor

Partner.

"Super Majority in Interest" shall mean, with respect to any agreement

or vote of Investor Partners, Investor Partners whose combined Interests, at the

time of the determination thereof, exceed 66% of the total Interests held by

Investor Partners who are eligible to participate in such agreement or vote.

"Valuation Date" shall mean for purposes of the exercise of the Right

of Presentment granted to Investor Partners pursuant to Section 8.3, December 31

of the year immediately preceding the year in which the Right of Presentment is

being exercised.

"Working Interest" shall mean an interest in an oil and gas leasehold

which is subject to some portion of the costs of development, operation, or

maintenance.

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Section 2.2 References and Titles. All references in this Agreement to

articles, sections, subsections, and other subdivisions refer to corresponding

articles, sections, subsections, and other subdivisions of this Agreement unless

expressly provided otherwise. Titles appearing at the beginning of any of such

subdivisions are for convenience only and shall not constitute part of such

subdivisions and shall be disregarded in construing the language contained in

such subdivisions. The words "this Agreement," "this instrument," "herein,"

"hereof," "hereby," "hereunder," and words of similar import refer to this

Agreement as a whole and not to any particular subdivision unless expressly so

limited. Pronouns in masculine, feminine, and neuter genders shall be construed

to include any other gender, and words in the singular form shall be construed

to include the plural and vice versa, unless the context otherwise requires.

ARTICLE III

CAPITALIZATION

Section 3.1 Capital Contributions of Investor Partners. Each subscriber

shall be accepted as an Investor Partner only after (a) such subscriber has

deposited or has had deposited on its behalf in a segregated escrow account at

Regions Bank - Tyler, or another federally insured institution designated by MD,

the full amount of the Capital Contribution of such subscriber in cash and (b)

the Managing Partner has approved and accepted the Subscription Agreement

executed by such subscriber. By executing and delivering the Subscription

Agreement, upon its acceptance, each Investor Partner shall be irrevocably

committed to contribute to the capital of the Partnership the amount stated in

such Investor Partner's Subscription Agreement as the Capital Contribution of

such Investor Partner. If the sum of Subscription Agreements committed and

accepted at or prior to the end of the subscription period is at least

$1,000,000, the Managing Partner may cause all subscribers who have been

approved by the Managing Partner to be admitted to the Partnership as Limited

Partners or General Partners, and the Capital Contributions shall be paid to the

Partnership. If less than $1,000,000 of Subscription Agreements shall have been

committed by the Investor Partners and accepted at the end of the subscription

period, the amount of the subscriptions paid by each subscriber shall be

returned with any interest earned thereon.

Section 3.2 Contributions of Managing Partner. The Managing Partner

shall not be required to make any contribution to the capital of the

Partnership. Although the Managing Partner is personally liable under applicable

laws for the debts and obligations of the Partnership, all such debts and

obligations shall be paid or discharged first with Partnership assets (including

insurance proceeds) before the Managing Partner shall be obligated to pay or

discharge any such debt or obligation with its personal assets.

Section 3.3 Return of Contributions. Except as otherwise provided in

this Agreement, no interest shall accrue on any Capital Contributions to the

Partnership. No Partner shall have the right to withdraw or to be repaid any

capital contributed by such Partner except as otherwise specifically provided in

this Agreement or required by law.

Section 3.4 Additional Contributions. No Investor Partner shall be

required or obligated (a) to contribute any capital to the Partnership other

than as provided in Section 3.1 hereof or (b) to lend any funds to the

Partnership. The Interests are nonassessable; however, General

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Partners are liable, in addition to their Capital Contributions, for Partnership

obligations and liabilities represented by their ownership of interests as

general partners, in accordance with the Delaware Act.

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 Allocation Among Partners. Except as provided in Section

4.2 below, each Partner shall share Partnership items of costs, expenditures,

deductions (other than depletion), credits, income, revenues, gain, loss, and

distributions allocated, charged, or credited to the Partners hereunder in

accordance with the proportion that the Sharing Ratio of such Investor Partner

bears to the aggregate Sharing Ratios of all Partners.

Section 4.2 Allocations.

(a) Except as provided in subsections (b) through (f)

below, all costs and revenues (including without limitation, revenues derived by

the Partnership from, and distributed to the Partnership by, the Drilling

Program) of the Partnership and all items of income, gain, amount realized,

loss, deduction, recapture, and credit for purposes of any applicable federal,

state, or local income tax law, rule, or regulation shall be allocated to the

Partners in accordance with their respective Sharing Ratio.

(b) All costs incurred by the Partnership in connection

with the performance of any special services requested by a Partner and any tax

deductions relating thereto shall be allocated 100% to the Partner requesting

such services.

from the investment of the Investor Partners' Capital Contributions following

the payment thereof to the Partnership shall be allocated 100% to the Investor

Partners, and shall be allocated among such Investor Partners proportionately

based on each Investor Partner's respective cash contributions actually paid to

the Partnership.

(d) Cost and percentage depletion deductions and the gain

or loss on the sale or other disposition of property the production from which

is or would be (in the case of nonproducing properties) subject to depletion

(herein sometimes called "depletable property") shall be computed separately by

the Partners rather than the Partnership. For purposes of making such

computations the Partnership's adjusted basis in each depletable property shall

be allocated under Section 613A(c)(7)(D) of the Code to the Partners in

accordance with their respective Sharing Ratio. The amount realized on the sale

or other disposition of each such property shall be allocated to the Partners in

proportion to each Partner's respective share of the revenues from the sale or

other disposition of such property provided for in Section 4.2(a). For purposes

of allocating amounts realized upon any such sale or disposition which are

deemed to be received for federal income tax purposes and which are attributable

to Partnership indebtedness or indebtedness to which the depletable property is

subject at the time of such sale or disposition, such amounts shall be allocated

in the same manner as Partnership revenues used for the repayment of such

indebtedness would have been allocated under Section 4.2(f).

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(e) Notwithstanding any other provision of this Section

4.2 to the contrary, if during any taxable year of the Partnership the

allocation of any loss or deduction (net of any income or gain) to any Partner

(the "Deficit Partner") would cause or increase a deficit balance in the Deficit

Partner's Adjusted Capital Account as of the end of such taxable year, only the

amount of such loss or deduction that reduces the balance to zero shall be

allocated to the Deficit Partner and the remaining loss or deduction shall be

allocated to the Partners whose Adjusted Capital Accounts have positive balances

remaining at such time in proportion to such positive balances. After any such

allocation, any Partnership income or gain (or amount realized in excess of

Simulated Basis) that would otherwise be allocated to the Deficit Partner for

any fiscal year under this Section 4.2 which is in excess of the cash

distributions to the Deficit Partner for such fiscal year shall be allocated

instead to the Partners to whom the Deficit Partner's share of losses and

deductions were allocated under the preceding sentence until the amount of such

income or gain (or amount realized) so allocated equals the amount of loss or

deduction previously so allocated to such other Partner.

(f) Notwithstanding the foregoing provisions of this

Section 4.2, prior to making any other allocation under this Section 4.2, the

Partnership shall allocate the following items of income to the Partners:

(i) Pursuant to section 1.704-2(f) of the

Treasury Regulations (relating to minimum gain chargebacks), if there is a net

decrease in Minimum Gain for such year (or if there was a net decrease in

Minimum Gain for a prior fiscal year and the Partnership did not have sufficient

amounts of profit during prior years to allocate among the Partners under this

Section 4.2(f)(1), then items of Partnership income or revenue shall be

allocated, before any other allocation is made pursuant to the preceding

provisions of this Section 4.2 for such year, to each Partner in an amount equal

to such Partner's share of the net decrease in such minimum gain (as determined

under section 1.704-2(g)(2) of the Treasury Regulations).

(ii) Pursuant to section 1.704-1(b)(2)(ii)(d) of

the Treasury Regulations (relating to "qualified income offsets"), items of

Partnership income or revenue shall be allocated, before any other allocation is

made pursuant to the preceding provisions of this Section 4.2 for such year,

among the Partners with deficit balances in their Adjusted Capital Accounts (as

determined, after giving effect to all adjustments attributable to the

allocations provided for in Section 4.2(f)(1) hereof and as increased by any

amounts which such Partner is deemed obligated to restore under sections 1.704-1

and 1.704-2 of the Treasury Regulations but before giving effect to any

adjustment attributable to other allocations provided for in succeeding

provisions of this Section 4.2) in amounts and the manner sufficient to

eliminate such deficit balances as quickly as possible.

Section 4.3 Distributions.

(a) All interest earned by the Partnership as the result

of the investment of the Partners' Capital Contributions following the payment

thereof to the Partnership shall be distributed periodically to the Partners at

such time or times as the Managing Partner shall in its discretion determine.

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(b) At least quarterly, all cash funds of the Partnership

(other than interest as described in Section 4.3(a) above, borrowed funds, if

any, and Capital Contributions) which the Managing Partner reasonably determines

are not needed for the payment of existing or anticipated Partnership

obligations and expenditures shall be distributed to the Partners. All cash

funds of the Partnership to be distributed to the Partners shall be distributed

to the Partners in the same respective percentages as the revenues from which

such cash funds are derived are allocated to such Partners pursuant to Section

4.2 (after deducting therefrom the costs charged to such Partners pursuant to

Section 4.2). In addition to restrictions set forth in Section 5.2(a), in no

event, shall funds be advanced or borrowed for purposes of distributions, if the

amount of such distributions would exceed the Partnership's accrued and received

revenues for the previous four quarters, less paid and accrued operating costs

with respect to such revenues. The determinations of such revenues and costs

shall be made in accordance with generally accepted accounting principles

consistently applied. Cash distributions from the Partnership to the Managing

Partner shall only be made in conjunction with distributions to Investor

Partners and only out of funds properly allocated to the Managing Partner's

account.

interest in the Partnership other than pursuant to Section 8.3, Section 8.6,

Section 9.3, or Section 9.4 shall be in an amount of cash or fair market value

of property equal to the positive capital account balance of such Partner at the

time his interest is liquidated, after such capital account balance has been

adjusted in accordance with Section 7.1(c) and the applicable Treasury

Regulations under Section 704(b) of the Internal Revenue Code and shall be made

by the later of (i) the end of the Partnership taxable year in which such

liquidation occurs or (ii) 90 days after the date of such liquidation. No

Partner with a deficit balance in his or its capital account after a

distribution in liquidation of such Partner's interest in the Partnership shall

be liable to the Partnership for such deficit balance.

(d) In the event an amount of Partnership funds equal to

the total Capital Contributions of the Partners has not been expended or

committed for expenditure within 12 months after the admission of the Investor

Partners to the Partnership, the Managing Partner shall distribute, as a return

of capital, to the Partners, proportionately in accordance with their respective

Sharing Ratios as of the date of the Investor Partners' admission to the

Partnership, the amount of such unexpended and uncommitted Partnership funds

(together with a proportionate amount of the Management Fees), after deducting

therefrom an amount that the Managing Partner reasonably determines will be

equal to the operating capital to be required by the Partnership that will not

be provided by anticipated revenues from Partnership operations.

Section 4.4 Allocations on Transfers. In the event of an assignment of

a Partner's interest in the Partnership pursuant to Article VIII, deductions,

credits, and income of the Partnership for federal, state, and local income tax

purposes shall, unless otherwise required by applicable Treasury Regulations, be

allocated between the assignor and assignee based on the number of days of the

year during which each party owned such interest.

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ARTICLE V

MANAGEMENT

Section 5.1 Power and Authority of Managing Partner. The Partners

hereby designate MD as the Managing Partner of the Partnership and, except as

provided by Section 5.2 and elsewhere in this Agreement and except as otherwise

provided by applicable law, hereby delegate to the Managing Partner full and

exclusive power and authority on behalf of the Partnership to manage, control,

administer, and operate the properties, business, and affairs of the Partnership

and to do or cause to be done any and all acts deemed by the Managing Partner to

be necessary or appropriate thereto. The scope of such power and authority shall

encompass all matters in any way connected with such business or incident

thereto, including without limitation, the power and authority:

(a) To enter into the Program Agreement and to purchase

or otherwise acquire on behalf of the Partnership Leases as provided in the

Program Agreement;

(b) To purchase or otherwise acquire other real or

personal property of every nature considered necessary or appropriate to carry

on and conduct the business of the Partnership;

and from time to time to draw, make, execute, and issue promissory notes and

other negotiable or nonnegotiable instruments and evidences of indebtedness; to

secure the payment of the sums so borrowed and to mortgage, pledge, or assign in

trust all or any part of the property of the Partnership; to assign any monies

owing or to be owing to the Partnership; and to engage in any other means of

financing customary in the oil and gas industry; provided that any such

financing shall provide that the lender has recourse only against Partnership

assets and not against any Investor Partner individually;

(d) To enter into any agreement for the sharing of

profits, joint venture, or partnership with any person, firm, corporation, or

government or agency thereof engaged in any business or transaction in which the

Partnership is authorized to engage, or any business or transaction capable of

being conducted, so as to directly or indirectly benefit the Partnership, and to

cause the obligations of the Partnership thereunder to be performed;

(e) To explore and prospect by geological, geophysical,

or other methods for the location of anomalies or other indications favorable to

the accumulation of oil and gas, including specifically the power to contract

with third parties for such purposes;

(f) To maintain, explore, develop, operate, manage, and

defend Partnership property and to drill, test, plug and abandon or complete and

equip, rework, and recomplete any number of wells on Partnership Leases for the

production of oil and gas located thereunder, and to contract with third parties

for such purposes, to carry out a program or programs of secondary recovery on

Partnership property, and to do any and all other things necessary or

appropriate to carry out the terms and provisions of this Agreement which would

or might be done by a normal and prudent operator in the exploration,

development, operation, and management of its own

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property, including without limitation, making consent