TERMINATION AGREEMENT

                              TERMINATION AGREEMENT
                              ---------------------

         This Termination Agreement ("Agreement") is made and entered into this
31st day of August, 2006, by and between Mid-Power Resource Corporation, a
Nevada corporation with a business address of 8290 W. Sahara Avenue, Suite 186,
Las Vegas, Nevada 89117 ("MPRC"), and Marion Energy, Inc., a Texas corporation
with a business address of 119 S. Tennessee, Suite 200, McKinney, Texas 75069
("MEI"). MPRC and MEI shall each be referred to individually as a "Party" and
collectively as the "Parties."

                                    RECITALS

         WHEREAS, the Parties entered into that certain Farmout and Exploration
Agreement dated effective February 22, 2005, covering the Clear Creek Natural
Gas Unit, Carbon and Emery Counties, Utah (the "FOA").

         WHEREAS, the Parties now mutually desire to terminate the FOA as
between the Parties, but keep t