Re: Crude Oil Purchase Agreement Sunoco Partners Reference No. 502606

Dear Mr. McCaghren,

Reference is made to the above subject Crude Oil Purchase Agreement whereby Sunoco Partners Marketing & Terminals L. P. will purchase all of the crude oil and condensate, produced from the lease(s) listed on Exhibit “A”. `

This confirms our understanding that by mutual consent said agreement shall be amended as follows:

Effective November 1, 2006, the Price shall be amended to read as follows:

Sunoco’s base price for Oklahoma Sweet crude oil (currently Sunoco’s Column 7), no gravity adjustment, available in Sunoco Partners Marketing & Terminals L. P. Crude Oil Price Bulletin Summary as published, modified by the net adjustment. Buyer and Seller agree that for all leases listed on the attached Exhibit “A” and any additions thereto during the term of this agreement, the net adjustment will be computed as set forth in Exhibit “A”. The Temporary Marketing Adjustment (T.M.A.) currently equals *****(1) per barrel.

Effective December 1, 2006, the Price shall be amended to read as follows:

Sunoco’s base price for Oklahoma Sweet crude oil (currently Sunoco’s Column 7), no gravity adjustment, available in Sunoco Partners Marketing & Terminals L. P. Crude Oil Price Bulletin Summary as published, modified by the net adjustment. Buyer and Seller agree that for all leases listed on the attached Exhibit “A” and any additions thereto during the term of this agreement, the net adjustment will be computed as set forth in Exhibit “A”. The Temporary Marketing Adjustment (T.M.A.) currently equals *****(1) per barrel.

For pricing purposes, the oil delivered during any given calendar month hereunder shall be deemed to have been delivered in equal daily quantities during such month.

Effective December 1, 2006, the Term shall be amended to read as follows:

This agreement shall remain in effect for an extended term of one (1) year commencing on December 1, 2006, and from month to month thereafter, unless and until terminated by either party upon written notice thereof given thirty (30) days in advance of the end of the primary term of this agreement or any extensions thereof.

Except as specifically modified, all terms and conditions of said Crude Oil Purchase Agreement shall remain in full force and effect.

(1) THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS.  ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Please acknowledge your agreement to this amendment by signing below and mailing or faxing a copy to: