'e Admin: STATE LEASE MF038946 CO~TROL BASEFII ·E COUNTY 65-901019 000 HARRIS /101

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I I I • .
STATE LEASE (PA::D-UP) MF038946
CO~TROL BASEFII ·E COUNTY
65-901019 000 HARRIS /101
SURVEY HARRIS CO:.N'T·Y ROADS
BLOCK
TOWNSHL? 00
SECTI01'J/'lR.l\C'!' '.
PART
ACRES 13:~ 774
DEPTH LIMITS NO
L#J} >
Rentals: LESSEE BALLARD EXPLORATION co INC.
LE;\SE DATE Mar 03 1998
Lea~.'e PRI~Y TERM 3 yrs
Admin: BONUS ( $) 1377. 40
RENTAL ( $) 0.00
ROYALTY 0.25000000
VAR ROYALTY
CONTENTS OF FILE NO. />1·9f 9<(r,
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CLO-S-08-(1-82)
GENERAL LAND OFFICE
GARRY MAURO
COMMISSIONER MEMORANDUM
Docket# 87
DAT E: February 25, 1998
TO: Linda Fisher I School Land Board
From: Drew Reid I Minerals Leasing
RE: Applications To Lease Highway Right-of-Way
Appli~UPRC
Description -29.743 ac. along FM 485, situated in the George Antonio Nixon Sur.,
z.
91{ 30
A-3 l in Robertson Co.
Terms -$100.00/Ac. Bonus, l/6 Royalty, 3 Years Paid-up .\ •
11
z, 1'1·<.o\
B) Applicru1faRc
Description - 2.09 ac. along Zane Grey-Wallace Road, situated in the George
Antonio Nixon Sur., in Robertson Co. . 2 o~.
O"O
Terms- $100.00/Ac. Bonus, l/6 Royalty, 3 years Prud-up 3. r{
Applican~hesapeake Operating, Inc.
Description -4.1687 ac. along State Hwy. 72, situated in the Victoriana Zepeda
Sur., A-13 in Karnes Co. ~ ~l.o9
Terms - $125.00/Ac. Bonus, 1/5 Royalty, I Year Paid-up
1.
~2.
Z9
D) Appli~ Chesapeak.e Operating, Inc.
Description -6.04 ac. along I lwy. 90, situated in the Patrick Jack ur., A-31, in
Grimes Co. , I
Terms -$100.00/Ac. Bonus, 3/16 Royalty, l Year Paid-up Coo1,ot>
1/r.
?f) E) C(.o~
..n ...
Appli/ ~':hesapeake Operating, Inc.
Description - 2.52 ac. along Pitchers Lane, situated in the Elliot Allcorn ur., A-2,
the Isaac Jameison ur., A-67 and the Elizabeth Gordon Sur., A-49 in Washington
Co.
Terms-$150.00/Ac. Bonus, 1/6 Royalty, I Year Paid-up
.__~~~~~~~~~~~~~~~~~~~~~~~~~~~~- ~~ ~
Applier(C hesapeake Operating, Inc.
Description -5.26 ac. along State Ilwy. 290, situated in the Elliot Allcorn Sur., A-2,
the Isaac Jameison Sur., A-67 and the Elizabeth Gordon Sur., A-49 in Washington
! ~ A-U
Co. ot
Terms -$150.00/Ac. Bonus, 3/16 Royalty, 1 Year Paid-up \\.
--0-)- A),J,11~ altard xploration ompany, nc.
Uescription-13.774 ac. along Sheldon Road, situated in the Peter J. Duncan ur.,
1'\.232, the W.W. Beuhler Sur. A-1708 and the J.T. Harrelt ur. A-330 in Harris
Co.
Tenns -$100.00/A c. Bonus, l /4 Royalty 3 Years Paid-up
"Z<9.~tc
H) Applicant -S rgy Company, Inc.
De p - 1.377 ac., situated in the I&GN RR Co. Sur., A-196 in Dimmit
z..
q.
Co.(ROW Easement) ~ ~
't
Terms -$25.00/Ac. Bonus, 1/6 Royalty, 3 Years Paid-up • <{
4
~
I) Appli~arding Company, Inc.
Description - 10 ac. along Hwy. 380, situated in the BBB & C RR Co. Sur. in
Stonewall County Co. (.,~ . ~
Terms -$10.00/Ac. Bonus, 1/8 Royalty, 2 Years Paid-up ) . ~o-
These applications have been reviewed by the Minerals Leasing Division and approved by the
Department of Transportation. These applications comply with Subchapter F, Chapter 32 of the
Texas Natural Resources Code.

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OIL . M-9 946
THlS AGREEMENT made and entered into by and between U,e Commissioner of U,e General Land Omce of
the Stale of Texas, whose address is Stephen F. Austin Building, 1700 North Congress, Austin, Texas, 7870 I,
hereinarler called "Lessor", hereunto auU,orized by U,e School Land Board, pursuant to the provisions of
Chapters 32 and 52 of the Natural Resources Code (hereinafler called N.R.C.), and amendments U,ereto, and all
applicable rules promulgated by ilie School Land Board, and Ballard Exploration ompan , Inc., whose
address is 1021 Main tre I, uite 1705, llou ton, T 77002, hereinafter called "Lessee".
I. Lessor, in consideration of ne Thou and Three Hundred nty en and 40\100 Dollar
( 1,377.40), receipt of which is hereby acknowledged, and of the covenants and agreements of Les~ee
hereinafter contained, does hereby grant, lease, and let unto Lessee the land covered hereby for the purpose'>
and with the exclusive right of exploring, drilling, mining and operating for, produc111g and own 1ng oil. gas. anti
all other hydrocarbons, produced from the land covered hereby. The land covered hereby, herein c.alled "said
land" is located in the County of Harris, tale of Texas, and is described as follows
13.774 acres of land, more or less, situated in said Harri County, Texas, more parucularl)
described in Exhibit "A" attached hereto and made a part hereof togeU,er with a plat, anached
hereto as Exhibit "8", depicting said right-of-way and surrounding area for purposes of
illustration only.
For the purpose of determining the amount of any bonus or other payment hereunder, said land shall be deemed
to contain 13.774 acres, wheU,er actually containing more or less, and the above recital of acreage shall be
deemed to be the true acreage thereof. Lessor accepts the bonus as lump sum consideration for this lease and
all rights and options hereunder.
2. PRIMARY TERM: This lease, which is a "paid up" lease requiring no rentals, shall remain in force for a
term of thr e (3) car from Mar h 3, 1998, hereinafter called "primary term", and as long thereafter as
operations, as hereinafler defined, are conducted upon said land with no cessation for more than ninety (90)
consecutive days.
3 ROYAL I IES· As royalty lessee covcnams and agrees
(a) To deliver to the crcdll of Lessor, 111 the pipe l111e to which Lessee ma) c.onnect lls \\ell, the equal one
fourth (J/4) pan of all oil produced and saved by Lessee from said land. or from time to ttnH!, at the opuon ol
Lessee, to pay Lessor the average posted market pnce of such 011 fourth (l/4) pan ol such otl at the \vclls as
of the day it is run to the pipe line or storage tanks, Lessor's interest, in either case, to bear none of the cost ol
treating oil to render it mari..etable pipe l111e oil,
(b) To pay Lessor on gas and cas111ghead gas produced from said land (I) when sold by lessee one fourth (1/-t)
of the amount reali,ed b) Lessee, computed at the mouth of the well, or (2) when used b) Lessee off said land
or in the manufacture of gasoline or other products, the mari..et value, at the mouth of the well, of one fourth
(J/4) of such gas and casinghead gas.
(c) If. at the expiration of the primary term or at any time or limes thereafter, there ts any on said land
\\Cit lll
on lands with which said land or an) portion thereof has been pooled, capable ot producing 011 or gas .•1 11d all
such wells are shut-in, this lease shall, nevertheless. contmue 111 force as though operauons \\ere being
conducted on said land for so long as said wells are shut-111, and therealter this lease 1118) be conunued 111 ltu1.c
as if no shut-in had occurred
(d) Lessee covenams and agrees to use reasonable dil1gc11cc to produ1.c. util11e. 01 n1t1rket thc 111111e1als 1.,1pahlc
of being produced from said \\ells. but 111 the e,erc1se of such diligence l essec shall not b1. obligated Ill 111,1.111
or fu mish factlit1es other than well fact! 1ues and ordtnar) lease fo1.tl 111es ul tluv, Im es. sepat atu1. anJ le,h1. t,1111-.
and shall not be required to seule labor trouble or to market gas upon terms un.1cceptable to I e-.see
(e) If at any time or times afier the expiration of the primary term, all such wells are shut-111 for a period of
ninety consecutive days, and during such time there are no operations on said land. then at or before the
expiration of said ninety day period, lessee shall pay or tender, by check of lessee, as royalt), the sum of'
$25.00. Lessee shall make like payments or tenders at or before the end of each anniversary of the exp1rat1on of
said ninet) da) period If upon such anni,ersary this lease is being continued in force solely by reason of the
provisions of this paragraph. each such payment or tender shall be made to the parties who at tl1e tune of
payment would be entitled to receive the royalties which would be paid under this lease 1f the wells were
producing. Nothing herein shall impair lessee's right to release as provided in paragrnph 5 hereof In the event
of assignment of this lease in whole or in part, liabi Ii ty for payment hereunder shall rest exclusively on the then
owner or owners of this lease, severally as to acreage owned b) each
(f) All royalties not taken in kind shall be paid to the Comm1ss1oner of the C.1enernl land Office .11 Austin.
Texas, in the folio\, mg manner
Royalty on oil is due and must be received 111 the General land Office on or before the 5th day of the ... econd
month succeeding the month of production, and royalty on gas 1s due and must be received 111 the General I and
Office on or before the 15th da) of the second month succeed mg the month ol producuon. a1.wmpa111ed b, th1.
affidavit of the owner, manager, 01 other outhori,cd agent. completed 111 the funn .md n1<111ner pres1,;11hed h, the
General Land Office and sho,\lng the gross amount and d1spos111on of all otl and ga-. produl:ed and the 111a11-.et
value of the oil and gas, together with a copy of all documems. records or repons uintinntng the grn-.s
production, disposition and market value mclud111g gas meter read111gs, pipeline receipts, gas l111e re<.;e1pts and
other checks or memoranda of amount produced and put into pipelines, tanks, or pools and gas Imes or gas
storage, and any other reports or records which the General Land Office may require to verify the gross
production, disposition and market value. In al I cases the authority of a manager or agent to act for the l essce
herein must be filed in the General Land Office. Each royalty payment shall be accompanied by a check stub,
schedule, summary or other remittance advice showing by the assigned General Land Office lease number the
amount of royalty being paid on each lease. If Lessee pays his royalty on or before thin) (30) days after the
royalty payment was due, the Lessee o,,es a penalty of 5% on the royalty or $25.00, whichever is greater A
royalty payment which is over thirty (30) da) s late shall accrue a penalty of I0 °,o of the royalty due or $25 00.
2
whichever is greater. In addition lo a penalty, royalties shall accrue interest at a rate of 12% per year, such
mterest will begin accrumg when the royalty 1s sixty (60) days overdue Affidavits and suppor1mg documents
which are not filed when due shall incur a penalty in an amount set b) the General Land Office admm1stral1\e
rule which is effective on the date when the affidavits or suppor1111g documents \\Crc due rt1c Lessee shall
bear all responsibility for paymg or causing royalties to be paid as prescribed b, the due date pro" 1cbJ herL111
Payment of the delinquenc)' penalty shall 111 no way operate to prohibit the \tatc'.., right of lorlc1tu1L .1~
provided by law nor act to postpone the date on \\h1ch royaltu!'> were orig,111,llh due I hL abo,c pen,1'1)
provisions shall not apply 111 cases of title dispute as to the tale\ portion of the ro).th) ur to that pon11.>n ut tht:
royalty in dispute as to fair market value. The tatc shall have first lien upon ,Ill uil and g,1s prodw. . ed 110111 tht:
area covered by this lease to secure the payment of all unpaid royalty and othe1 sL11ns l>f monc, th,11 ma)
become due to the tale hereunder
4. POOLING; (a) Lessee 1s hereby granted the right, at Its option. to pool or u111ti1e an, land l.O\ercd b, th,~
lease with any other land covered by this lease, and/or with any other land, lea'>c, or leases, ,ts to ,tn\ or ,ill
minerals or horizons. Units pooled for oil hereunder shall not exceed 160 acres each 111 a1ea, and units pooled
for gas hereunder shall not exceed in area 640 acres each plus a tolerance of ten percent ( I 0%) thereof, unless
oil or gas units of a greater size are allowed under or prescribed by rules of the Railroad Comm1ss1on of I e:\as
A unit established hereunder shall be valid and effective for all purposes of this lease even though there may
be mineral, royalty, or leasehold interests in lands withm the unit which are not effectively pooled or unitized
Any operations conducted on any part of such un1ti:zed land shall be considered, for all purposes. except the
payment of royalty, as operations conducted upon said land under this lease. 1l1ere shall be allocated to the
land covered by this lease within each such unit (or to each separate tract within the unit if this lease covers
separate tracts within the unit) the proportion of the total production of uniti:zed minerals from the unll, after
deduct111g any used 111 lease or unit operations, which the number of surface acres 111 such land (or 111 each sul.h
separate tract) covered by this lease within the unit bears to the total number of surfal.e ac11.:s 111 the unit, and the
production so allocated shall be considered for ,111 purposes. 1nclud111g pa)men1 m dcl1"er, l>f ro\Jlt\
overriding royalty and an)' other payments out of production. to be the enun: production or un1t11ed 1111111.!1,tl ...
from the land to which allocated in the same manner as though produced thcn.:from under the term'> of th,..,
lease. 1l1e owner of the rcvers1onary estate or any term royalty 01 111111cral est,IIL ,1g1ees that tht. Jl.l.ru,tl lit
royalties pursuant Lo this paragraph or of shut-111 royaflle!> from a \\-ell on the un11 shall '>at1'.'ol\ lim1ta11~m ol
Jll)
tenn requiring production of 011 or gas. The fom,ation of any unll hereunder whil.h in1:ludcs land 1101 u>\cred
by this lease shall not have the effect of exchanging or transferring any 111tercst under th 1s lease ( 1111:!ud 111g.
without limitation, any shut-in royalty which may become payable under this lease) between panics owning
interests in land covered by this lease and parties owning interests 111 land not covered b) this lease either
shall it impair the nght of Lessee to release as provided 111 paragraph 5 hereof. except that Lessee may not so
release as to lands withm a untt whtle there arc operations thereon for unitized m111ernls unless all pooled leases
are released as to lands w1th111 the unit. Al any time while this lease 1s 111 force Lessee may dissolve any unit
established hereunder by filing for record in the pubftc office where this lease 1s recorded a declaration to that
effect, if at that time no operations are being conducted thereon for unitized minerals. ubJeCL to the provisions
of this paragraph 4, a unit once established hereunder shall rema111 in force for so long as any lease subJect
thereto shall remain in force. If this lease now or hereafter covers separate tracts. no pool111g or u111t1z.at1on of
royally interests as between any such separate tracts is intended or shall be implied or result merely from the
inclusion of such separate tracts within this lease bUl l essee shall nevertheless have the right 10 pool or uniti,e
as provided in this paragraph 4 with consequent allocation of production as herein provided. As used tn this
paragraph 4. the words "separate tract" mean any tract with royalty ownership d1rtenng. now or hereafter
either as to parties or amounts, from that as to any other part of the leased prcnw,e-,
(b) Neither unit production of 011 or gas. nor unit operauons. nor pa\nH!nt nf shu1-111 ro\,illles from a unit
l.!,h
well, shall serve to hold the lease 111 force as to any area outside tht.: unll, n.:g.ardle'.'o.., ol ,., he1he1 the produl.l1un.
maintenance of a shut-in gas well, or operations are actuall) located on the \tale tr,11:1 n1 1101
(c) Lessee agrees to file with the General Land Oft1cc a cop) or an)' unit dcs1gnat1un "h1l.11 tlw, lca'>L ,..,
included within ninety (90) days of such designation
3
5. RELEASE:.: Lessee may relinquish the rights granted hereunder to the talc ,ll an, ume b)' n.!<.:01d111g the
relinquishment in the county where this nrea is situated and ril111g the recorded rcl111qu1shme111 or certified u>p}
or same in the General Land Office within ninety (90) days after its execulton accompanied by the prescribed
filing fee. Such relinquishment will not have the effect of releasing Lessee from an) liability theretofore
accrued in favor of the tate.
6 REWORK, If at any time or times during the primary term operations arc conducted on said land and Ir al I
operations arc discontinued, this lease shnll thereafter terminate at the end of the primary tem1 or on the
ninetieth day after discontinuance or all operations, whichever 1s the later date, unless on such later date etther
(I) Lessee is conducting operations or (2) the shut-in well provisions of paragraph 3 or the prov1s1ons of
paragraph 9 are applicable Whenever used in this lease the word "operations" shall mean operations for and
any of the following: drilling, testing, completing, reworking, recomple1111g, deepening, plugging bad. or
repairing of a well in search for or 111 an endeavor to obtain production of otl or gas, or productton of oil or gas
in paying quantities
7. MINERAL USE, Lessee shall have the use. free from ro,alty, of oil and gas produi..;ed Imm said land 111 .ill
operations hereunder
8. NOTICE: In the event Lessor considers that Lessee has not comp I1 cd "1th a 11 1h nbl 1gat llllls hcrcu11Jc1.
both express and implied, Lessor shall notify Lessee 111 writing. se11111g out spcl.tfil. •1 11) 111 "hat rcspl.!l.b I 1.:-.scc
has breached this contract. Lessee -;hall then have s1,ty (60) days ali.er rci..;e1pt ol s,11tl nulll.t.! \\1th111 \\h1l.11 to
meet or commence to meet all or any part or the breaches alleged b} Lessor Th c ...c r\ 11.,;e of said nolll.c -.hall bc
precedent to the bringmg or any action by Lessor on said lease for any cause, and no such acuon shall be
brought until the lapse or sixty (60) days after service or such notice on l essec. Ne11her the service ol stud
notice nor the doing of any acts by Lessee aimed lo meet all or any of tl1e alleged breaches shall be deemed an
admission or presumption that Lessee has failed to perform all its obligations hereunder If this lease as
canceled for any cause, it shall nevertheless rema111 111 force and effect as to (I) sufficient acreage around each
well as to which there are operations to constitute a drillmg or maximum allowable unit under applicable.:
governmental regulations, (but in no event less than forty acres), such acreage to be designated by lessee as
nearly as practicable in the fom1 of a square centered al 1he well, or in such shape as then ex 1s1111g spac.mg rules
require; and (2) any part of said land included in a pooled unit on which there are operations.
9. FORCE MAJEURE: If, while this lease as in force, at, or afier the exp1rn11011 of the primaf) term hercot. it
is not being continued 111 force by reason or the shut-111 well provisions or paragraph 3 hereof. and l es-.ee ,.., 1101
conducting operations on said land by reason of (I) an} low, order, rule or rcgulauon, (\\hcthcr or not
subsequently determined to be invalid) or (2) any other cause, whether similar or d1ss11ntlar. (c,cept fin.1ncaal)
beyond the reasonable control or Lessee, the primary Lem, shall be e:\tendcJ until th.: first an1me1-..1r\ dc11c
hereof occurring ninety (90) or more days followang the removal of such dcla\1ng 1.:au-..:. and 1h1s lea ... i: ma\ hi:
extended thereafter by opera1ions us if such de la) had not occurred
I 0. LESSER ESTA} E.CLAUS[ Ir this lease co, er-. a les'> mterest 111 tht.: oil llr gas 111 all 01 ,111\ 1x1n ol ,.ml
land than the entire and undivided fee simple estate (whether lessor-. 111terest ,-. ht.:1ci11 spt.:1..ificd 01 not) 01 Ill>
interest therein, then the royalties, and other monies accn11ng from any part as to \\ h1ch th 1s lease 1..ovc1-. less
,r
than such full interest, shall be paid only in the proportion which the interest 1hcre1n, any, covered b 1h1s
lease bears to the whole and undivided fee simple estate there111.
11. ASSlGNMENTS: This lease may be transferred at any time. All transfe~ must reference the lease b) file
number and must be recorded in the county where the land covered hereby is located, and the recorded transfer
or a copy certified to by the County Clerk or the county where the transfer as recorded must be filed in the
General Land Office within ninety (90) days or the execution date, as provided by N.R C ection 52 026,
accompanied by the prescribed filing fee Every transferee shall succeed to all rights and be subject to all
obligations, liabilities, and penalties owed to the tale by the original Lessee or any prior transferee of the
lease, including nny liabilities to the State for unpaid roynll1es.
4
12. WELL INFORMATION: Lessee agrees to forthwith furnish Lessor, upon wrmen request, with coplt.!s ot
all drilling logs, electrical logs, cores and core records and other 111fomrnt1on perta1111ng to all wells drilled b\
lessee either on the leased premises or acreage pooled therewith, when requested to do so ">aid ,nformalll>n
shall remain confidential as required by statute
13. SURFACE: No1w1thstand111g anything here111 to the contra!"}. 111s agreed that l e-.sce \\ ill not r..:undm.t .111\
exploration or drilling on the surface of the leased premises or use the surface 111 the e,erl.1se of am nglw,
herein granted. Any development of sa,d land shall be by means of a directional well located oil the kascd
premises, or by pooling of said land with other land. lease or leases as hercinabove prO\ 1dcd
14. COMPEN~ATORY ROYALTY. Lessee shall pa) a compensatory royalt) If this lca-.e ,-. 1101 being hdcJ
by production on the leased premises, by production from a pooled unn, orb} pa)ment of shut-111 ro\ah,es 111
accordance with the tenns of this lease, and 11011 or gas 1s sold or dell\ ered 111 paymg quant111cs lrom .i \\ell
located within 2500 feet of the leased premises and completed in a producible resen o1r underlying the area
leased hereunder or in any case in which drainage ,s occurring. Such compensatory royalty shall be paid at the
royalty rate provided in this lease based on the value of production from the well as provided in the lease on
which such well is located. ·n,e compensatory royalty shall be paid in the same proportion that the acreage of
this lease has to the acreage of the proration unit surrounding the draining well plus the acreage of this lease
The compensatory royalty shall be paid monthly to the Commissioner of the General Land Omce on or before
the last day of the month aner the month in which the oil or gas is sold and delivered from the well causing the
drainage or from the well located within 2500 feel of the leased premises and completed in a producible
reservoir under this lease. Notwithstanding anything herein to the contra,), compensato1y royalt) payable
hereunder shall be no less than an amount equal to $50 00, and shall maintain tl11S lease 111 effect tor so long as
such payments are mnde as provided here111
15. FORFElTURI;,, If Lessee shall fail or refuse to make pn}ment of an) sum ,\1th111 1h1rt\ ( 30) cJa\s a!1c1 11
becomes due, or if Lessee or an authorized agent should knowingl} make an) false return or labc repun
concerning production or drilling, or ,f Lessee shall fail or refuse 10 dnll an} otfsct well or ,.,,db 111 good !,111h
as required by law and the rules and regulations adopted by the Comm1ss1oner of the General l.and Oltice, or ,t
Lessee should fail to file reports in the manner required by law or fail to comply wnh rules and regulalll>rh
promulgated by the General Land Omce, or refuse the proper authorny access to the records pena111111g 10
operations, or if Lessee or an authorized agent should kno\\ 1ngl) fail or refuse lo give correct 1nfo1111at1on to
the proper authority, or know111gl} fail or refuse 10 f urn,sh the General Land Omce a correct log ot an} well. or
if this lease ,s pooled or assigned and the unit des1gna11on or assignment 1s not filed in the General Land Oflice
as required by law, the rights acquired under this lease shall be subject to forfenure b} the Comm1ss1oner, and
he shall forfeit same when sumc1ently informed of the facts which authorize a forfeiture, and when forfcncd
the area shall again be subject to lease. I lowever, nothing herein shall be construed as waiving the automat,c
termination of this lease by operations of law or b} reason of any special limitation arising hereunder.
Forfeitures may be cl aside and this lease and all rights thereunder reinstated before the rights of another
intervene upon satisfactory evidence to the Commissioner of the General Land Omce of future compliance
with the provisions of the law and of this lease and the rules and regulations that may be adopted relative
hereto.
IN TESTIMONY WI I REOI·. w1u1e s the signature of thl! (01111 iss1oner of the (1eneral I ,md Oftic.:c ut tht:
tale of Te:\as under the seal of the General l and Offic
GARRY MAURO
COMM! IONLR I- 11 IL GL l RAL l A lJ UI I IC. I
OF TIIE 1 A I l:. OF TEXAS
Approved:
Energy: le'.-H_ __ _
Executive:_6L,
5