CONTRIBUTION AGREEMENT

    
                             CONTRIBUTION AGREEMENT

     THIS   CONTRIBUTION   AGREEMENT   (this "Agreement"), executed on ___________
2008   (the   "Execution   Date"),   is   between   ___________________   a   _______
corporation   ("Contributor"),   and   Colony   Energy, Inc., a Delaware corporation
("Company").   Contributor   and Company are sometimes referred to herein together
as   the   "Parties",   and   individually   as   a   "Party".
         
                                   RECITALS:
         
     WHEREAS,   Contributor desires to contribute interests in and to certain oil
and   gas   properties   and   related assets to Company in exchange for convertible
preferred   stock   of   Company;   and

     WHEREAS, Company   desires to   effect   such transactions   with   Contributor.

     NOW THEREFORE, in consideration of the foregoing, the other terms and
conditions set   forth   in   this   Agreement,   and other good and valuable
consideration, the sufficiency   of   which   is   hereby   acknowledged, Contributor
and Company hereby agree   as   follows:

                                   ARTICLE 1
                           DEFINITIONS; REFERENCES

     1.1      DEFINITIONS.   As   used   herein:
 
             1.1.1      "Affiliate"   means, with respect to any Person, a Person
that directly   or   indirectly   controls,   is controlled by or is under common
control with such   Person,   with   control   in   such context meaning the ability
to direct the management   or   policies of a Person through ownership of voting
shares or other securities, pursuant to a written agreement, or otherwise.   For
purposes of this Agreement,   neither   Party   shall   be   an   Affiliate   of   the  
other.

             1.1.2      "Agreed Value" means the "implied equity value" of
Contributor set forth on Exhibit A-1.

             1.1.3      "bcfe" mean one billion cubic feet of natural gas
equivalent, with one (1) barrel of crude oil being deemed to be equivalent to 6
mcf (0.000006 bcf) of natural gas.

             1.1.4      "Business Day" means each calendar day except Saturdays,
Sundays or a day when banks are closed for business in Houston, Texas.
 
             1.1.5      "Claims" means, unless specifically provided otherwise,
all claims (including those for damage to property, bodily injury and death,
personal injury, illness, disease, maintenance, cure, loss of parental and  
spousal consortium, wrongful death, loss of support, and wrongful termination of
employment), damages, liabilities, losses, demands, liens, encumbrances, fines,
penalties, causes of action of any kind (including actions for indirect,
consequential, punitive and exemplary damages), obligations, costs (including
payment of all reasonable attorneys' fees and costs of litigation), judgments,
interest, and awards or amounts, of any kind or character, whether under
judicial proceedings, administrative proceedings, investigation by a
Governmental Authority or otherwise, or conditions in the premises of or
attributable to any Person or Persons or any Party or parties, breach of
representation or warranty (expressed or implied), under any theory of tort,
contract, breach of contract, at law or in equity, under statute, or otherwise,
arising out of, or incident to or in connection with this Agreement or the
ownership or operation of the Assets.

             1.1.6      "Closing Date" means the date the Equity Raise
successfully closes.

             1.1.7      "Code" means the United States Internal Revenue Code of
1986, as amended from time to time.

             1.1.8      "Common Stock" means the Company's authorized common
stock, par value $0.001 per share.

             1.1.9      "Defensible Title" means that title of Contributor,
which:

                        (a)      Entitles   Contributor   to   receive   throughout  
             the   duration   of   the productive   life   of   any   Unit   or   Well  
             (after satisfaction of all royalties, overriding   royalties,  
             nonparticipating   royalties,   net   profits interests and other  
             similar   burdens   on or measured by production of Hydrocarbons),
             not less than   the   "net revenue interest" share shown in Exhibit
             A-1 of all Hydrocarbons produced,   saved   and   marketed   from   such
             Unit   or   Well;

                         (b)      Obligates Contributor to bear a percentage of
             the costs and expenses for the maintenance and development of, and
             operations relating to, any Unit or Well not greater than the
             "working interest" shown in Exhibit A-1 without increase throughout
             the productive life of such Unit or Well, except as stated in
             Exhibit A-1; and

                        (c)      Is free and clear of liens, encumbrances,
             obligations or defects, other than Permitted Encumbrances.

             1.1.10      "Environmental   Laws"   means, as the same have been
amended as of the Execution   Date,   the   Comprehensive   Environmental   Response,
Compensation and Liability   Act, 42 U.S.C.    9601 et seq.; the Resource
Conservation and Recovery Act,   42 U.S.C.    6901 et seq.; the Federal Water
Pollution Control Act, 33 U.S.C.    1251   et   seq.;   the   Clean   Air   Act,   42  
U.S.C.    7401   et seq.; the Hazardous   Materials   Transportation   Act,   49  
U.S.C.    1471 et seq.; the Toxic Substances   Control   Act, 15 U.S.C.     2601
through 2629; the Oil Pollution Act, 33   U.S.C.    2701   et   seq.;   the Emergency
Planning and Community Right to Know Act,   42   U.S.C.    11001   et   seq.;   and  
the Safe Drinking Water Act, 42 U.S.C. 300f   through   300j,   in   each case as
amended as of the Execution Date, and all similar   Laws   as   of   the   Execution
Date of any Governmental Authority having jurisdiction over the property in
question addressing pollution or protection of the   environment   or   biological
or   cultural   resources,   remediation   of contamination,   restoration   of  
environmental quality, Hazardous Substances and all   regulations   implementing
the   foregoing.

             1.1.11      "Governmental Authority" means any national, state
and/or local government and/or government of any political subdivision, and
departments, courts, arbitrator, arbitral tribunals, commissions, boards,
bureaus, ministries, agencies or other instrumentalities of any of them.

              1.1.12      "Hazardous Substances" shall mean any substance defined
or regulated as a "pollutant," "contaminant," "solid waste," "hazardous
substance," "toxic substance" or "hazardous waste" under any Environmental Laws.

             1.1.13       "Hydrocarbons" means oil, gas, condensate and other
gaseous and liquid hydrocarbons or any combination thereof and sulphur extracted
from hydrocarbons.

             1.1.14       "Laws" means all laws, statutes, rules, regulations,
ordinances, orders, decrees, requirements, authoritative interpretations,
judgments and codes of Governmental Authorities.

             1.1.15       "Permitted Encumbrances" means:
            
                         (a)      Lessors'   royalties and any overriding
royalties, reversionary interests and   other   burdens   to the extent that they
do not, individually or in the aggregate,   reduce   Contributor's   net   revenue  
interests   below those shown in Exhibit   A-1   or increase   Contributor's working
interests above those shown in Exhibit   A-1   without   a   corresponding   increase
in   the net revenue interest;

                         (b)      All leases, unit agreements, pooling
agreements, operating agreements, production sales contracts, division orders
and other contracts, agreements and instruments applicable to the Assets to the
extent that they do not, individually or in the aggregate, reduce Contributor's
net revenue interests below that shown in Exhibit A-1 or increase Contributor's
working interests above that shown in Exhibit A-1 without a corresponding
increase in the net revenue interest;

                         (c)      Rights of first refusal, preferential purchase
rights and similar rights with respect to the Assets which have been waived by
the holders thereof prior to the Closing Date;

                         (d)      Third-party consent requirements and similar
restrictions which are not applicable to the contribution of the Assets
contemplated by this Agreement or with respect to which waivers or consents are
obtained from the appropriate Persons prior to the Closing Date or the
appropriate time period for asserting the right has expired or which need not be
satisfied prior to a transfer;

                         (e)      Liens for Taxes or assessments not yet
delinquent;

                         (f)      Materialman's, mechanic's, repairman's,
employee's, contractor's, operator's and other similar liens or charges arising
in the ordinary course of business for amounts not yet delinquent (including any
amounts being withheld as provided by Law);

                         (g)      All rights to consent, by required notices to,
filings with, or other actions by Governmental Authorities in connection with
the sale or conveyance of Hydrocarbon leases or rights or interests therein if
they are customarily obtained subsequent to the sale or conveyance;

                         (h)      Rights of reassignment arising upon final
intention to abandon or release the Assets, or any of them;

                          (i)      Easements, rights-of-way, covenants,
servitudes, permits, surface leases and other rights in respect of surface
operations to the extent they, individually or in the aggregate, neither (i)
reduce Contributor's net revenue interest below that shown on Exhibit A-1 or
increase Contributor's working interest beyond that shown on Exhibit A-1 without
a corresponding increase in net revenue interest nor (ii) detract in any
material respect from the value of, or interfere in any material respect with
the use, ownership or operation of, the Assets subject thereto or affected
thereby (as currently used, owned or operated) and which would be acceptable by
a reasonably prudent operator engaged in the business of owning and operating
Hydrocarbon properties; and

                         (j)      any lien or trust arising in connection with
workers' compensation, unemployment insurance, pension or employment laws or
regulations.

             1.1.16      "Persons"   means   any   individual,   corporation,
partnership, limited liability   company,   trust,   estate, Governmental Authority
or any other entity.

             1.1.17      "Preferred Stock" means that series of the Company's
authorized preferred stock designated as "Convertible Series A Preferred Stock,
$0.01 Par Value" having the preferences, limitations and rights set forth in the
Certificate of Designations attached hereto as Exhibit B, including, without
limitation, that the series has a mandatory conversion feature and ranks pari
passu with the Company's Common Stock with respect to voting and the right to
receive dividends or assets upon liquidation, dissolution or winding up of
Company.

             1.1.18      "Property Costs" means all costs attributable to the
ownership and operation of the Assets (including costs of insurance and ad
valorem, property, severance, Hydrocarbon production and similar Taxes based
upon or measured by the ownership or operation of the Assets or the production
of Hydrocarbons therefrom, but excluding any other Taxes) and all royalties and
other payments due to third parties in respect of Hydrocarbon production or the
sale thereof and capital expenditures incurred in the ownership and operation of
the Assets in the ordinary course of business and, where applicable, in
accordance with the relevant operating or unit agreement, if any, and overhead
costs charged to the Assets under the relevant operating agreement or unit
agreement, but excluding without limitation liabilities, losses, costs, and
expenses attributable to: (a) Claims for personal injury or death, property
damage or violation of any Law; (b) obligations to plug wells or dismantle,
abandon and salvage facilities; (c) obligations to remediate any contamination
of environmental media, including groundwater, surface water, surface and
subsurface soil, Equipment or Pipelines under applicable Environmental Laws; and
(d) obligations to pay working interests, royalties, overriding royalties or
other interests held in suspense.

             1.1.19      "Property Proceeds" means, with respect to the relevant
time period, all Hydrocarbon production from or attributable to the Leases,
Units and Wells (and all products and proceeds attributable thereto) and all
other income, proceeds, receipts and credits earned with respect to the Assets.

             1.1.20      "Records"   means   lease   files, land   files, well files,
Hydrocarbon sales   contract   files,   gas processing files, division order files,
abstracts, title opinions, land surveys, logs, interpretive data, technical
evaluations and technical   outputs,   maps,   engineering   data and reports, and
other books, records,   data,   files,   and   accounting   and   financial   records,
including Tax records,   in each case to the extent related primarily to the
Assets, or used or held   for use primarily in connection with the maintenance or
operation thereof.

             1.1.21      "Shares" means __________ shares of Preferred Stock.
           
             1.1.22      "Taxes" means all federal, state, local, and foreign
income, profits, franchise, sales, use, ad valorem, property, severance,
production, excise, stamp, documentary, real property transfer or gain, gross
receipts, goods and services, registration, capital, transfer, or withholding
taxes or other governmental fees or charges imposed by any taxing authority,
including any interest, penalties or additional amounts which may be imposed
with respect thereto.

     1.2      REFERENCES.   In   this   Agreement:

        1.2.1     References   to   any   gender includes a reference to all other
     genders;

        1.2.2     References to the singular includes the plural, and vice versa;

        1.2.3      Reference to any Article or Section means an Article or
     Section of this Agreement;

        1.2.4      Reference to any Exhibit or Schedule means an Exhibit or
     Schedule to this Agreement, all of which are incorporated into and made a
     part of this Agreement;

        1.2.5      Unless expressly provided to the contrary, "hereunder",
     "hereof", "herein" and words of similar import are references to this
     Agreement as a whole and not any particular Section or other provision of
     this Agreement;

        1.2.6      References to "$" or "dollars" means United States dollars;
     and

        1.2.7      "Include" and "including" shall mean include or including
     without limiting the generality of the description preceding such term.

                                      ARTICLE 2
  THE ASSETS; ALLOCATION OF PRODUCTION AND PROPERTY COSTS; CARRIED INTEREST FEE

     2.1      THE   ASSETS. Subject   to the terms of this Agreement, Contributor
shall contribute to Company and Company shall accept all of Contributor's right,
title and interest in and to the following described assets and liabilities, and
all privileges and obligations   appurtenant   thereto (SAVE and EXCEPT the
Excluded   Assets described in   Section   2.2), which are hereafter referred to
collectively as the "Assets":
    
     2.1.1      All   of   the   Hydrocarbons   leases,   subleases,   royalties,
overriding royalties,   net   profits   interests,   mineral   fee interests, carried
interests, farmout   rights,   options,   other   rights   to   Hydrocarbons   in place
and other properties   and   interests   described on Exhibit A (collectively, the
"Leases"), together   with   each   and   every   kind and character of right, title,
claim, and interest that Contributor has in and to the Leases, or the lands
covered thereby or lands currently pooled, unitized, communitized or
consolidated therewith (the   "Lands");

     2.1.2      All Hydrocarbon, water or injection wells located on the Lands,
whether producing, shut-in, or temporarily abandoned, including the interests in
the wells shown on Exhibit A-1 attached hereto (the "Wells");
    
     2.1.3      All interests of Contributor in or to any currently existing
pools or units which include any Lands or all or a part of any Leases or any
Wells, including those pools or units shown on Exhibit A-1 (the "Units", and
the Units together with the Leases, Lands and Wells, collectively, the
"Properties"), and including all interests of Contributor in production of
Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons
comes from Wells located on or off of a Lease or the Lands, and all tenements,
hereditaments and appurtenances belonging to the Wells, Leases and Units;

     2.1.4      All contracts, agreements and instruments by which the Properties
are bound, or that relate to or are otherwise applicable to the Properties
including operating agreements, unitization, pooling and communitization
agreements, declarations and orders, joint venture agreements, farmin and
farmout agreements, exploration agreements, participation agreements, exchange
agreements, transportation or gathering agreements, agreements for the sale and
purchase of Hydrocarbons or processing agreements to the extent applicable to
the Properties or the production of Hydrocarbons produced in association
therewith from the Properties (hereinafter collectively referred to as
"Contracts"), provided that "Contracts" shall not include the instruments
constituting the Leases;

     2.1.5      All easements, permits, licenses, servitudes, rights-of-way,
surface leases and other surface rights ("Surface Contracts") appurtenant to,
and used or held for use primarily in connection with the Properties;

     2.1.6      All equipment, machinery, fixtures and other tangible personal
property (including spare parts, owned vehicles and leased vehicles) and
improvements located on the Properties or used or held for use primarily in
connection with the operation of the Properties ("Equipment");
    
     2.1.7      All flow lines, pipelines, gathering systems and appurtenances
thereto located on the Properties or used, or held for use, primarily in
connection with the operation of the Properties ("Pipelines");
               
     2.1.8      All Hydrocarbons produced from or attributable to the Properties
from and after the Effective Time;

     2.1.9      All of the Records and all seismic licenses, contracts and data
owned or held for use by Contributor; and

    2.2      EXCLUSIONS   FROM   THE   PROPERTY.   The   Assets   do   not   include   the
following,   which   are   reserved   by Contributor   unto itself and its successors
and assigns (the "Excluded Assets"):

     2.2.1      If any, Contributor's proprietary computer software, computer
software licensed   from   third   parties, patents, pending patent applications,
trade secrets,   copyrights,   names,   marks   and   logos;

     2.2.2      If any, concurrent interests in any and all easements,
rights-of-way, licenses, permits, servitudes, surface leases, surface use
agreements, contracts, facilities, equipment, pipelines, and similar rights and
interests relating to rights and interests held by Contributor not included in
the Assets and necessary or convenient to the possession, and full enjoyment of
such reserved rights and interests;

     2.2.3      Trade credits and rebates from contractors and vendors, and
adjustments or refunds attributable to Contributor's interest in the Assets that
relate to any period before the Effective Time, including transportation Tax
credits and refunds, tariff refunds, take-or-pay claims, insurance premium
adjustments, and audit adjustments under the Contracts;

     2.2.4      Claims of Contributor for refund of or loss carry forwards with
respect to:   (a) production, windfall profit, severance, ad valorem or any other
taxes attributable to any period prior to the Effective Time; (b) income or
franchise Taxes; and (c) any Taxes attributable to the excluded items described
in this Section 2.2;

     2.2.5      Deposits, cash, checks in process of collection, cash
equivalents, accounts and notes receivable and other funds attributable to any
periods before the Effective Time, and security or other deposits made with
third parties prior to the Effective Time;

     2.2.6      All proceeds, benefits, income or revenues with respect to the
Assets attributable to periods prior to the Effective Time;

     2.2.7      All Claims arising from acts, omissions or events, or damage to
or destruction of the Assets before the Effective Time, and all related rights,
titles, claims and interests of Contributor:   (a) under any policy or agreement
of insurance or indemnity; (b) under any bond or letter of credit; or (c) to any
insurance or condemnation proceeds or awards; and

     2.2.8      If any, all swap, futures, or derivative contracts backed by or
related to Hydrocarbons.

    2.3      OWNERSHIP   OF   PRODUCTION   FROM   THE   PROPERTY.

     2.3.1      Possession   of   and   title   to   the   Assets   shall be transferred
from Contributor   to Company at the Closing Date, but certain financial benefits
and burdens   of   the   Assets   shall   be transferred effective as of 7:00 A.M.,
local time,   where   the respective Assets are located, on July 1, 2008 (the
"Effective Time"),   as   described   below.
                         
     2.3.2      Company shall be entitled to all Property Proceeds from and after
the Effective Time, and shall be responsible for (and entitled to any refunds
with respect to) all Property Costs incurred at and after the Effective Time.
Contributor shall be entitled to all Property Proceeds prior to the Effective
Time, and shall be responsible for (and entitled to any refunds with respect to)
all Property Costs incurred prior to the Effective Time.

     2.3.3      For purposes of this Agreement, the terms "earned" and
"incurred", as used in this Agreement, shall be interpreted in accordance with
generally accepted accounting principles and COPAS standards.   For purposes of
this Section 2.3.3, determination of whether Property Costs are attributable to
the period before or after the Effective Time shall be based on when services
are rendered, when the goods are delivered, or when the work is performed.   For
clarification, the date an item or work is ordered is not the date of a
pre-Effective Time transaction for settlement purposes, but rather the date on
which the item ordered is delivered to the job site, or the date on which the
work ordered is performed, shall be the relevant date.   For purposes of
allocating Hydrocarbon production (and accounts receivable with respect
thereto), under this Section 2.3.3, (a) liquid Hydrocarbons shall be deemed to
be "from or attributable to" the Leases, Units and Wells when they pass through
the pipeline connecting into the storage facilities into which they are run and
(b) gaseous Hydrocarbons shall be deemed to be "from or attributable to" the
Leases, Units and Wells when they pass through the delivery point sales meters
on the pipelines through which they are transported. Contributor has utilized
reasonable interpolative procedures to arrive at an allocation of Hydrocarbon
production when exact meter readings or gauging and strapping data is not
available. Contributor has, prior to the execution of this Agreement, provided
Company all data necessary to support any estimated allocation, for purposes of
establishing the production information necessary to calculate the amount of the
Effective Time Adjustment Payment pursuant to Section 3.2.2.   Taxes,
right-of-way fees, insurance premiums and other Property Costs that are paid
periodically shall be prorated based on the number of days in the applicable
period falling before and the number of days in the applicable period falling at
or after the Effective Time, except that Hydrocarbon production, severance and
similar Taxes shall be prorated based on the number of units actually produced,
purchased or sold or proceeds of sale, as applicable, before, and at or after,
the Effective Time.   In each case, Company shall be responsible for the portion
allocated to the period at and after the Effective Time and Contributor shall be
responsible for the portion allocated to the period before the Effective Time.

                                    ARTICLE 3
                    CONTRIBUTION; EXECUTION DATE DELIVERABLES

    3.1      CONTRIBUTION.   Subject to the terms of this Agreement, Contributor
shall contribute   the Assets   to   Company (the "Contribution") and Company shall
accept   the   Assets   and   issue   the   Shares   to Contributor on the Closing Date
simultaneously   with   the   closing   of   the   Equity   Raise

    3.2      EFFECTIVE TIME ADJUSTMENTS.

            3.2.1      Company   shall make a cash payment to Contributor (the
"Effective Time Adjustment   Payment")   to account for certain post-Effective
Time costs and expenses   associated   with   the   Assets, after accounting for any
post-Effective Time revenues received by Contributor with respect to the Assets.
The amount of the   Effective   Time Adjustment Payment shall be as calculated in
Section 3.2.2.

            3.2.2      The amount of the Effective Time Adjustment Payment shall
be calculated as follows:

                       (a)      Adding   the   amount   of   all Property Costs
incurred with respect to the ownership   and   operation   of   the   Assets   during
the period commencing at the Effective   Time   and ending on (and including) the
Closing Date (the "Adjustment Period"),   except   any   Property   Costs   and  
other   such   costs deducted in the determination   of   proceeds   in   Section  
3.2.2(b);   and

                      (b)      Subtracting the aggregate amount of the Property
Proceeds received by Contributor during the Adjustment Period.

            3.2.3      The   adjustment   made   pursuant   to   Section   3.2.2(b)  
shall serve to satisfy, up to the amount of the adjustment, Company's
entitlement under Section 2.3.2   to   Property   Proceeds received by Contributor
during the Adjustment Period,   and   as such, Company shall not have any separate
rights to receive any Hydrocarbon   production or income, proceeds, receipts and
credits   to the extent an   adjustment   has   been   made.   Similarly, the
adjustment described in Section 3.2.2(a)   shall   serve to satisfy, up to the
amount of the adjustment, Company's obligation   under   Section   2.3.2   to   pay  
Property   Costs   and   other   costs attributable   to   the   ownership   and
operation of the Assets which are incurred during   the   Adjustment   Period,   and
as   such, Company shall not be separately obligated   to   pay   for   any Property
Costs or other such costs to the extent an adjustment   has   been   made.

            3.2.4

                      (a)      Immediately   prior   to   the   execution   of   this  
Agreement, Contributor prepared   and delivered to Company, based upon the best
information available to Contributor, a preliminary statement estimating the
amount of the Effective Time   Adjustment   Payment   after   giving effect to
Section 3.2.2.   Such estimate shall   constitute   the   amount   to be paid by
Company to Contributor pursuant to Section   3.4   in   respect   of   the   Effective
Time   Adjustment   Payment.

                      (b)      As soon as reasonably practicable after the
Execution Date but not later than ninety (90) days thereafter, Contributor shall
prepare and deliver to Company a statement setting forth the final calculation
of the amount of the Effective Time Adjustment Payment and showing the
calculation of such payment, based, to the extent possible, on actual credits,
charges, receipts and other items during the Adjustment Period and taking into
account all adjustments provided for in this Agreement.   Contributor shall at
Company's request supply reasonable documentation available to support any
credit, charge, receipt or other item.   As soon as reasonably practicable but
not later than the 30th day following receipt of Contributor's statement
hereunder, Company shall deliver to Contributor a written report containing any
changes that Company proposes be made to such statement.   The Parties shall
undertake to agree on the final statement of the Effective Time Adjustment
Payment no later than one hundred fifty (150) days after the Execution Date.   In
the event that the Parties cannot reach agreement within such period of time,
either Party may refer the remaining matters in dispute to a nationally-
recognized independent accounting firm as may be accepted by the Parties for
review and final determination pursuant to arbitration.   The accounting firm
shall conduct the arbitration proceedings in Harris County, Texas in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
to the extent such rules do not conflict with the terms of this Section
3.2.4(b).   The accounting firm's determination shall be made within thirty (30)
days after submission of the matters in dispute and shall be final and binding
on both Parties, without right of appeal.   The accounting firm shall act as an
expert for the limited purpose of determining the specific disputed matters
submitted by either Party and may not award damages or penalties to either Party
with respect to any matter.   Each Party shall each bear its own legal fees and
other costs of presenting its case, and one-half of the costs and expenses of
the accounting firm.   Within ten (10) Business Days after the date on which the
Parties or the accounting firm, as applicable, finally determines the disputed
matters, the Party required to make a payment to the other Party in settlement
of the final amount of the Effective Time Adjustment Payment shall make such
payment.

    3.3      OTHER   CLOSING   DATE   DELIVERABLES.

            3.3.1      Contributor   Deliverables.   On   the   Closing Date,, upon
the terms and subject   to the conditions of this Agreement, Contributor shall
deliver or cause to   be   delivered   to   Company   the   following:

                      (a)      A   conveyance   instrument   reasonably   acceptable
to   Company   and Contributor"   (the   "Conveyance"),   in   sufficient   duplicate
originals to allow recording   in   all   appropriate   jurisdictions   and   offices,
duly   executed by Contributor;

                      (b)      Letters-in-lieu of transfer orders covering the
Assets, duly executed by Contributor; and

                      (c)      one (1) original executed statement described in
Treasury Regulation 1.1445-2(b)(2) certifying that Contributor is not a foreign
person within the meaning of the Code, duly executed by Contributor.

            3.3.2      Company Deliverables.   On the Closing Date, upon the terms
and subject to   the   conditions of this Agreement, Company shall deliver or
cause to be delivered   to   Contributor   the   following:

                      (a)      The   Conveyance, in sufficient duplicate originals
to allow recording in all   appropriate   jurisdictions   and   offices,   duly  
executed   by Company;

                      (b)      Letters-in-lieu of transfer orders covering the
Assets, duly executed by Company;

                      (c)      The Effective Time Adjustment Payment;

                      (d)      The certificate(s) representing the Shares.

                                    ARTICLE 4
                          REPRESENTATIONS AND WARRANTIES

    4.1      RECIPROCAL   REPRESENTATIONS   AND   WARRANTIES.   By   their   execution
of   this   Agreement,   Contributor and Company each represent   and warrant that
the following statements are true and accurate as to itself,   as   of   the  
Execution   Date   and   the   Closing   Date.

            4.1.1      Corporate Authority. It is a corporation or limited
liability company, as   applicable,   duly   organized and in good standing under
the Laws of its state   of organization, is duly qualified to carry on its
business in the states where   the   Assets are located, and has all the requisite
power