Common use of OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE Clause in Contracts

OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. All terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [Subsidiary Guarantor] By ----------------------------- Name --------------------------- Title -------------------------- 110 119 Annex C [FORM OF REGULATION S CERTIFICATE FOR HOLDER] CERTIFICATE TO BE DELIVERED UPON RECEIPT OF PAYMENT OF PRINCIPAL OR INTEREST WITH RESPECT TO A REGULATION S TEMPORARY GLOBAL NOTE OR THE EXCHANGE OF A REGULATION S TEMPORARY GLOBAL NOTE FOR REGULATION S PERMANENT GLOBAL NOTE Re: 12 1/2% SENIOR NOTES DUE 2008 OF QUEEN SAND RESOURCES, INC. The undersigned as the Holder of a beneficial interest in a Regulation S Temporary Global Note is delivering this certificate concurrently with (check one): [ ] the receipt of a payment of interest or principal with respect to a Regulation S Temporary Global Note; or [ ] its written order to Euroclear or CEDEL, as the case may be, to exchange its beneficial interest in the Regulation S Temporary Global Note for beneficial interest in a Regulation S Permanent Global Note. In connection with the above, the undersigned hereby certifies that: [ ] the undersigned as the Holder of the beneficial interest in the Regulation S Temporary Global Note is not a U.S. Person (as defined in Section 305); or [ ] the undersigned has purchased its interest in the Regulation S Temporary Global Note in a transaction that is exempt from the registration requirements under the Securities Act. ------------------------------------ [INSERT NAME OF HOLDER] By: --------------------------------- Date ----------------------------- 111 120 [FORM OF REGULATION S CERTIFICATE FOR EUROCLEAR AND CEDEL] CERTIFICATE TO BE DELIVERED UPON RECEIPT OF PAYMENT OF PRINCIPAL OR INTEREST WITH RESPECT TO A REGULATION S TEMPORARY GLOBAL NOTE OR THE EXCHANGE OF A REGULATION S TEMPORARY GLOBAL NOTE FOR REGULATION S PERMANENT GLOBAL NOTE Re: 12 1/2% SENIOR NOTES DUE 2008 OF QUEEN SAND RESOURCES, INC. The undersigned is delivering this certificate concurrently with (check one): [ ] the receipt of a payment of interest or principal with respect to a Regulation S Temporary Global Note; or [ ] the exchange of a Regulation S Temporary Global Note for a Regulation S Permanent Global Note. In connection with the above, the undersigned hereby certifies that: [ ] None of the holders of beneficial interests in the Regulation S Temporary Global Note is a U.S. Person (as defined in Section 305); or [ ] Each of the holders of beneficial interests in the Regulation S Temporary Global Note has purchased its interest in a transaction that is exempt from the registration requirements under the Securities Act. [MORG▇▇ ▇▇▇RANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE EUROCLEAR CLEARANCE SYSTEM] [CEDEL BANK, SOCIETE ANONYME] By: ------------------------------------ Date: ---------------------------- 112 121 Annex D Existing Agreements

OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. All terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [Subsidiary Guarantor] By ----------------------------- Name --------------------------- Title By: -------------------------- 110 119 Name: Title: B-2 168 Annex C [FORM OF REGULATION S CERTIFICATE FOR HOLDER] CERTIFICATE TO BE DELIVERED UPON RECEIPT OF PAYMENT OF PRINCIPAL OR INTEREST WITH RESPECT TO A REGULATION S TEMPORARY GLOBAL NOTE OR THE EXCHANGE OF A REGULATION S TEMPORARY GLOBAL NOTE FOR REGULATION S PERMANENT GLOBAL NOTE Re: 12 1/29 3/8% SENIOR SUBORDINATED NOTES DUE 2008 OF QUEEN SAND RESOURCESLIBERTY GROUP OPERATING, INC. The undersigned as the Holder of a beneficial interest in a Regulation S Temporary Global Note is delivering this certificate concurrently with (check one): [ ] the receipt of a payment of interest or principal with respect to a Regulation S Temporary Global Note; or [ ] its written order to Euroclear or CEDEL, as the case may be, to exchange its beneficial interest in the Regulation S Temporary Global Note for beneficial interest in a Regulation S Permanent Global Note. In connection with the above, the undersigned hereby certifies that: [ ] the undersigned as the Holder of the beneficial interest in the Regulation S Temporary Global Note is not a U.S. Person (as defined in Section 305); or [ ] the undersigned has purchased its interest in the Regulation S Temporary Global Note in a transaction that is exempt from the registration requirements under the Securities Act. ------------------------------------ ----------------------------- [INSERT NAME OF HOLDER] By: --------------------------------- Date ----------------------------- 111 120 [FORM OF REGULATION S CERTIFICATE FOR EUROCLEAR AND CEDEL] CERTIFICATE TO BE DELIVERED UPON RECEIPT OF PAYMENT OF PRINCIPAL OR INTEREST WITH RESPECT TO A REGULATION S TEMPORARY GLOBAL NOTE OR THE EXCHANGE OF A REGULATION S TEMPORARY GLOBAL NOTE FOR REGULATION S PERMANENT GLOBAL NOTE Re: 12 1/2% SENIOR NOTES DUE 2008 OF QUEEN SAND RESOURCES, INC. The undersigned is delivering this certificate concurrently with (check one): [ ] the receipt of a payment of interest or principal with respect to a Regulation S Temporary Global Note; or [ ] the exchange of a Regulation S Temporary Global Note for a Regulation S Permanent Global Note. In connection with the above, the undersigned hereby certifies that: [ ] None of the holders of beneficial interests in the Regulation S Temporary Global Note is a U.S. Person (as defined in Section 305); or [ ] Each of the holders of beneficial interests in the Regulation S Temporary Global Note has purchased its interest in a transaction that is exempt from the registration requirements under the Securities Act. [MORG▇▇ ▇▇▇RANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE EUROCLEAR CLEARANCE SYSTEM] [CEDEL BANK, SOCIETE ANONYME] By: ------------------------------------ -------------------------- Date: ---------------------------- 112 121 Annex D Existing Agreements-----------------