AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN VENUS EXPLORATION, INC.

AMENDED AND RESTATED
LOAN AGREEMENT

BY AND BETWEEN

VENUS EXPLORATION, INC.

AND

▇▇▇▇▇ FARGO BANK (TEXAS) N.A.

DATED AS OF JUNE 5, 1997

2
AMENDED AND RESTATED LOAN AGREEMENT

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Specific Defined Terms . . . . . . . . . . . . . . . . . 2
1.2 Accounting Terms . . . . . . . . . . . . . . . . . . . . 10
1.3 UCC Terms . . . . . . . . . . . . . . . . . . . . . . . . 11
1.4 Other Terms . . . . . . . . . . . . . . . . . . . . . . . 11
1.5 Use of Defined Terms . . . . . . . . . . . . . . . . . . 11
1.6 Other Definitional Provisions . . . . . . . . . . . . . . 11

ARTICLE 2. THE COMMITMENT . . . . . . . . . . . . . . . . . . . . . . . . 11
2.1 Commitment . . . . . . . . . . . . . . . . . . . . . . . 11
2.2 Borrowing Base . . . . . . . . . . . . . . . . . . . . . 12
2.3 Repayment . . . . . . . . . . . . . . . . . . . . . . . . 12
2.4 Interest . . . . . . . . . . . . . . . . . . . . . . . . 12
2.5 Voluntary Prepayments . . . . . . . . . . . . . . . . . . 14
2.6 Manner and Application of Payments and Prepayments . . . 14
2.7 Mandatory Prepayments . . . . . . . . . . . . . . . . . . 14
2.8 Capital Adequacy . . . . . . . . . . . . . . . . . . . . 14
2.9 Facility Fee . . . . . . . . . . . . . . . . . . . . . . 15
2.10 Commitment Fee . . . . . . . . . . . . . . . . . . . . . 15
2.11 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 3. COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.1 Bank Lien in Collateral . . . . . . . . . . . . . . . . . 15
3.2 Security Instruments . . . . . . . . . . . . . . . . . . 16
3.3 Proceeds Account . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 4. CERTAIN REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . 16
4.1 Corporate Existence and Business . . . . . . . . . . . . 16
4.2 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 16
4.3 Power and Authorization; Enforceability . . . . . . . . . 17
4.4 Consents . . . . . . . . . . . . . . . . . . . . . . . . 17
4.5 Financial Statements . . . . . . . . . . . . . . . . . . 17
4.6 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . 17
4.7 Title to Properties; Liens . . . . . . . . . . . . . . . 18
4.8 First Lien . . . . . . . . . . . . . . . . . . . . . . . 18
4.9 Compliance with Laws and Documents . . . . . . . . . . . 18
4.10 Litigation . . . . . . . . . . . . . . . . . . . . . . .
4.11 Use of Proceeds; Margin Securities . . . . . . . . . . . 16
4.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . 16
4.13 Purpose of Advances . . . . . . . . . . . . . . . . . . . 17

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4.14 No Default . . . . . . . . . . . . . . . . . . . . . . . 17
4.15 Government Regulation . . . . . . . . . . . . . . . . . . 17
4.16 Burdensome Provisions . . . . . . . . . . . . . . . . . . 17
4.17 Relationship with Bank . . . . . . . . . . . . . . . . . 17
4.18 Principal Office . . . . . . . . . . . . . . . . . . . . 17
4.19 Full Disclosure . . . . . . . . . . . . . . . . . . . . . 17
4.20 Solvency . . . . . . . . . . . . . . . . . . . . . . . . 17
4.21 Environmental Laws . . . . . . . . . . . . . . . . . . . 18
4.22 Gas Imbalances . . . . . . . . . . . . . . . . . . . . . 18
4.23 Hedging Agreements . . . . . . . . . . . . . . . . . . . 18
4.24 Stratum Documents . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 5. CONDITIONS PRECEDENT TO ADVANCES . . . . . . . . . . . . . . . 19
5.1 Conditions Precedent to Advances . . . . . . . . . . . . 19
5.2 Each Advance . . . . . . . . . . . . . . . . . . . . . . 20
5.3 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 6. CERTAIN COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 21
6.1 Financial Statements . . . . . . . . . . . . . . . . . . 21
6.2 Maintenance of Corporate Existence . . . . . . . . . . . 22
6.3 Maintenance of Bank Liens . . . . . . . . . . . . . . . . 22
6.4 Compliance with Laws and Rules . . . . . . . . . . . . . 22
6.5 Maintenance of Properties . . . . . . . . . . . . . . . . 23
6.6 Insurance . . . . . . . . . . . . . . . . . . . . . . . . 23
6.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.8 Payment and Prepayment of Obligations . . . . . . . . . . 23
6.9 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.10 Lease Obligations . . . . . . . . . . . . . . . . . . . . 23
6.11 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.12 Acquisitions, Mergers and Dispositions . . . . . . . . . 24
6.13 Loans, Advances and Investments . . . . . . . . . . . . . 24
6.14 Dividends . . . . . . . . . . . . . . . . . . . . . . . . 24
6.15 Capital Expenditures . . . . . . . . . . . . . . . . . . 24
6.16 Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . 25
6.17 Current Ratio . . . . . . . . . . . . . . . . . . . . . . 25
6.18 Tangible Net Worth . . . . . . . . . . . . . . . . . . . 25
6.19 Issuance of Securities . . . . . . . . . . . . . . . . . 25
6.20 Transactions with Affiliates . . . . . . . . . . . . . . 25
6.21 Employee Benefit Plans . . . . . . . . . . . . . . . . . 25
6.22 Changes . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.23 Inspection . . . . . . . . . . . . . . . . . . . . . . . 25
6.24 Notice . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.25 Assignment . . . . . . . . . . . . . . . . . . . . . . . 26
6.26 Expenses of Bank . . . . . . . . . . . . . . . . . . . . 26
6.27 Preservation of Oil and Gas Properties . . . . . . . . . 26
6.28 Reserve Reports . . . . . . . . . . . . . . . . . . . . . 27
6.29 Title Information . . . . . . . . . . . . . . . . . . . . 27
6.30 Sales and Leasebacks . . . . . . . . . . . . . . . . . . 27

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6.31 Hedging Agreements . . . . . . . . . . . . . . . . . . . 27
6.32 Stratum Documents . . . . . . . . . . . . . . . . . . . . 27
ARTICLE 7. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.1 Default . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2 Remedies Upon Default . . . . . . . . . . . . . . . . . . 29
7.3 Performance by Bank . . . . . . . . . . . . . . . . . . . 29
7.4 Bank Not in Control . . . . . . . . . . . . . . . . . . . 30
7.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . 30
7.6 Cumulative Remedies . . . . . . . . . . . . . . . . . . . 30
7.7 Expenditures by Bank . . . . . . . . . . . . . . . . . . 30
7.8 Delegation of Duties and Rights . . . . . . . . . . . . . 30
ARTICLE 8. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.1 Captions . . . . . . . . . . . . . . . . . . . . . . . . 30
8.2 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . 30
8.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.4 Governing Law . . . . . . . . . . . . . . . . . . . . . . 31
8.5 Interest . . . . . . . . . . . . . . . . . . . . . . . . 32
8.6 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 32
8.7 Severability . . . . . . . . . . . . . . . . . . . . . . 33
8.8 Entire Agreement . . . . . . . . . . . . . . . . . . . . 33
8.9 Multiple Counterparts . . . . . . . . . . . . . . . . . . 33
8.10 Successors . . . . . . . . . . . . . . . . . . . . . . . 33
8.11 Survival of Representations . . . . . . . . . . . . . . . 34
8.12 NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . 35

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Page 1

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT is made and entered
into as of effective June 5, 1997, by and between VENUS EXPLORATION, INC., a
Delaware corporation formerly known as XPLOR CORPORATION, a Delaware
corporation ("BORROWER"), and ▇▇▇▇▇ FARGO BANK (TEXAS) N.A., a national banking
association ("BANK").

W I T N E S S E T H:

WHEREAS, The New Venus Exploration, Inc., a Texas corporation
("New Venus") and Bank entered into that certain Loan Agreement dated May 13,
1997 (the "Original Loan Agreement") pursuant to which, among other things, on
the terms and conditions set forth therein Bank made available to New Venus a
credit facility in an amount of up to $20,000,000; and

WHEREAS, New Venus, Borrower, Lomak Production I, L.P. and
Lomak Resources, L.L.C. have entered into that certain Property Acquisition
Agreement dated April 29, 1997, pursuant to which, among other things, New
Venus transferred and conveyed to Borrower substantially all of its assets
subject to certain liabilities, in exchange for 5,626,473 shares of common
stock and certain other securities of Borrower; and

WHEREAS, the transactions contemplated by the Property
Acquisition Agreement were consummated on May 21, 1997, and pursuant thereto
Borrower agreed to and did assume all of the outstanding obligations of New
Venus under the Original Loan Agreement; and

WHEREAS, pursuant to a Certificate of Ownership and Merger
dated June 3, 1997, (the "Certificate of Ownership") Venus Exploration, Inc., a
Delaware corporation and a wholly owned subsidiary, merged with and into its
parent, Xplor Corporation; and

WHEREAS, pursuant to the Certificate of Ownership, the
Certificate of Incorporation of Xplor Corporation became the Certificate of
Incorporation of the surviving corporation except that Article One thereof was
amended to reflect that the name of the surviving corporation is "Venus
Exploration, Inc."

WHEREAS, Bank and Borrower desire to amend and restate the
Original Loan Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the monies
advanced by Bank and the mutual covenants and agreements herein contained, and
each intending to be legally bound hereby, the Parties hereby stipulate and
agree as follows:

6
Page 2

ARTICLE 1. DEFINITIONS

1.1 Specific Defined Terms. As used in this Agreement,
the following terms shall have the following meanings:

Advance shall mean any disbursement by Bank to Borrower
under, or to satisfy the obligations of Borrower under, any of the Loan
Documents.

Affiliate shall mean any Person directly or indirectly
Controlling, or under a common Control with, Borrower or any Subsidiary and any
"affiliate" of Borrower within the meaning of the regulations promulgated
pursuant to the Securities Act of 1933, as amended.

Agreement shall mean this Amended and Restated Loan
Agreement, including all Schedules and Exhibits hereto, as the same may from
time to time be amended, supplemented or otherwise modified.

Bank shall have the meaning set forth in the introduction to
this Agreement.

Bank Lien shall mean the Liens granted in favor of Bank in
the Collateral pursuant to the Loan Documents.

Borrower shall have the meaning set forth in the introduction
to this Agreement.

Borrowing Base shall mean the amount of indebtedness which
can be adequately supported by the value of oil and gas reserves attributable
to the Collateral, which value shall be determined by Bank, in the exercise of
its sole discretion, in accordance with Bank's customary practices and
standards for oil and gas loans, all as more particularly set forth in Section
2.2.

Business Day shall mean every day which is a commercial
banking business day in Houston, ▇▇▇▇▇▇ County, Texas.

Capital Expenditures shall mean all payments for any fixed
assets or improvements or for replacements, substitutions or additions thereto,
that have a useful life of more than one year and which are required to be
capitalized under GAAP.

Cash Flow shall mean for any period the net income from
operations of a Person, after provision for Taxes with respect thereto, plus
depreciation expense.

Closing shall mean the closing of the transactions
contemplated hereby on the Closing Date which shall be held in the offices of
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, commencing at 10:00 a.m., Houston, Texas time or at such other time and
place as the Parties may agree.

Page 3

Closing Date shall mean the date the initial Advance is made.

Collateral shall mean any property or assets of any Person
in which Bank has or hereafter acquires a Bank Lien to secure the Obligations
as further described in the Security Instruments.

Commitment shall mean the obligation of Bank to make Advances
pursuant to Section 2.1 in the aggregate principal amount at any time
outstanding up to, but not exceeding $20,000,000 and as such amount may be
redetermined from time to time pursuant to Section 2.2 or terminated pursuant
to Section 7.2.

Commitment Termination Date shall mean 11:00 a.m. Houston,
Texas time on June 30, 2000, or such earlier date as the Commitment terminates
pursuant to the terms of this Agreement.

Compensation shall mean, with respect to any Person, all
payments and accruals commonly considered to be compensation, including,
without limitation, all wages, salary, deferred payment arrangements, bonus
payments and accruals, profit sharing arrangements, payment in respect of stock
option or phantom stock option or similar arrangements, stock appreciation
rights or similar rights, incentive payments, pension or employment benefit
contributions or similar payments, made to or accrued for the account of such
Person or otherwise for the direct or indirect benefit of such Person.

Control shall mean the possession, directly or indirectly, of
the power to direct or cause direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract, or
otherwise.

Current Financials shall mean the pro forma Financial
Statements of Borrower and its Subsidiaries, for the fiscal year ended December
31, 1996.

Current Ratio shall mean the ratio of (a) all assets of a
Person which are classified as Current Assets on the balance sheet of such
Person in accordance with GAAP to (b) all accounts payable and Current
Liabilities of a Person required to be accrued on the balance sheet of such
Person in accordance with GAAP.

Debt of any Person shall mean (a) all obligations, contingent
or otherwise, which in accordance with GAAP should be classified upon such
Person's balance sheet as liabilities, but in any event including liabilities
secured by any Lien existing on property owned or acquired by such Person or a
Subsidiary thereof (whether or not the liability secured thereby shall have
been assumed) and obligations under any leases which have been (or, in
accordance with GAAP, should be) capitalized for financial reporting purposes;
and (b) all guarantees,

Page 4

endorsements, and other contingent obligations of such Person with respect to
the obligations of other Persons of the type described in (a) preceding,
including, but not limited to, any obligations to acquire any of such
obligations, to purchase, sell, or furnish property or services primarily for
the purpose of enabling such other Person to make payment of any of such
obligations, and/or to otherwise assure the owner of any of such obligations
against loss with respect thereto, provided, however, for purposes of this
definition Debt shall not be meant to include the Preference Shares.

Debtor Relief Laws shall mean the Bankruptcy Code of the
United States of America, as amended from time to time, and all other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief Laws from
time to time in effect affecting the Rights of creditors generally.

$ and Dollars shall mean the lawful currency of the United
States of America.

Environmental Laws shall mean all federal, state and local
environmental laws, and any rule or regulation promulgated thereunder and any
order, standard, interim regulation, moratorium, policy or guideline of or
pertaining to any federal, state or local government, department or agency,
including, but not limited to, the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended ("CERCLA"); and the
Superfund Amendments and Reauthorization Act of 1986 ("▇▇▇▇"); the Clean Water
Act; the Clear Air Act; the Toxic Substance Control Act; the Occupational
Safety and Health Act; Federal Insecticide, Fungicide and Rodenticide, Marine
Protection, Research and Sanctuaries Act; National Environmental Policy Act;
Noise Control Act; Safe Drinking Water Act; the Resource Conservation and
Recovery Act ("RCRA"), as amended; the Hazardous Materials Transportation Act;
Refuse Act; the Uranium Mill Tailings Radiation Control Act; and the Atomic
Energy Act and regulations of the Nuclear Regulatory Agency, and all state and
local counterpart or related statutes, laws, regulations, and orders and
treaties of the United States.

ERISA shall mean the Employee Retirement Income Security Act
of 1974, as amended.

Event of Default shall have the meaning set forth in Article
7.

Financial Statements shall mean balance sheets, statements of
operations and stockholders' equity and statements of Cash Flow, prepared in
comparative form with respect to the corresponding period of the preceding
fiscal year and in accordance with GAAP.

Hazardous Substance shall mean those substances defined in 42
U.S.C. Section 9601(14) or any related or applicable state or local statute,
law, regulation or ordinance, petroleum (including crude oil or any fraction
thereof), any form of natural or synthetic gas, sludge, as defined in 42 U.S.C.
Section 69.03(26A), radioactive substances, hazardous waste, as defined in 42

Page 5

U.S.C. Section 96.03(5), and solid waste, as defined in 42 U.S.C. Section
96.03(27), and other wastes.

Hedging Agreements shall mean any commodity or interest rate
swap cap, floor, collar, forward agreement or other exchange or rate protection
agreements or any option with respect to any such transaction.

Highest Lawful Rate shall mean the maximum rate (or, if the
context so permits, an amount calculated at such rate) of interest which, at
the time in question, would not cause the interest charged to exceed the
maximum amount which Bank would be allowed to contract for, charge, take,
reserve or receive under applicable Law after taking into account, to the
extent required by applicable Law, any and all relevant payments or charges
under the Loan Documents.

Hydrocarbon Interests shall mean all rights, titles,
interests and estates of Borrower in and to oil and gas leases, oil, gas and
mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee
interests, overriding royalty and royalty interests, net profit interests and
production payment interests, including any reserved or residual interest of
whatever nature.

Hydrocarbons shall mean oil, gas, casinghead gas, drip
gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons,
gaseous hydrocarbons and all products refined or separated therefrom and, if
applicable under a valid lease, all other minerals.

Inchoate Lien means any Lien for Taxes not yet due and
payable, mechanic's lien and materialman's lien for services or materials for
which payment is not yet due or which is being contested in good faith by
appropriate proceedings, provided that a reserve has been established therefor,
in accordance with GAAP, a landlord's Lien for rental not yet due and payable
and other similar Liens.

Initial Reserve Report shall mean the report of New Venus
dated April 1, 1997 that is a compilation of reports prepared by ▇▇▇▇, Powers &
Associates with respect to the oil and gas reserves of Borrower that reflects
Borrower's net interest therein, a copy of which has been delivered to Bank.

Interest Expense shall mean all accrued interest paid or
applicable by Borrower during any applicable period.

IRC shall mean the Internal Revenue Code of 1986, and the
rules and regulations promulgated thereunder, all as amended and supplemented
from time to time.

Land Disposal Site shall mean any site, property, facility or
location used directly or indirectly for land disposal, as defined in 42 U.S.C.
Section 6924(k), landfill, dump, surface

Page 6

impoundment, containment area or device for Hazardous Substances, whether such
sites or locations possess duly issued government permits.

Laws shall mean all applicable statutes, laws, ordinances,
regulations, orders, writs, injunctions or decrees of any state, commonwealth,
nation, country, territory, possession, county, parish, municipality or
Tribunal.

Lien shall mean any valid and enforceable mortgage, pledge,
hypothecation, assignment, deposit arrangement, incumbrance, security interest,
lien (statutory or other), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any mechanic's lien, materialman's lien, conditional sale
agreement, title retention agreement, any lease, which under applicable Law is
deemed to create a lien, security interest or the equivalent, and any financing
statement filed under the Uniform Commercial Code or comparable Law of any
jurisdiction by or under the authority of the Person stated to be the Debtor
under such financing statement, which financing statement is sufficient to
create and perfect a Lien, security interest, or the equivalent.

Loan Documents shall mean this Agreement, the Note, the
Security Instruments and any and all notes, guaranties and other agreements,
documents and instruments ever delivered pursuant to the terms of this
Agreement, as hereafter renewed, amended or supplemented from time to time, and
any and all future renewals and extensions of, or amendments or supplements to,
all or any part of the foregoing.

Material Adverse Effect shall mean any set of circumstances
or event which (a) could have any adverse effect whatsoever upon the validity
or enforceability of any Loan Document; (b) is or could reasonably be expected
to become material and adverse to the financial condition or business
operations of Borrower; (c) does or could reasonably be expected to impair
Borrower's ability to fulfill its obligations under the terms and conditions of
the Loan Documents; or (d) causes an Event of Default.

Mortgage shall mean the Mortgage, Deed of Trust, Assignment
of Production, Security Agreement and Financing Statement executed by Borrower
and delivered to Bank pursuant to Section 5.1(c), as the same may from time to
time be amended, modified or supplemented.

Net Income shall mean, for any period, the net income of
Borrower for such period determined in accordance with GAAP.

Net Proceeds from Production shall mean the amounts
attributable to Borrower's interest in proceeds from the sale of Hydrocarbons
from the Oil and Gas Properties covered by the Mortgages after deduction of (a)
royalties; (b) pipeline, severance and windfall profit taxes

Page 7

chargeable against such production; (c) overriding royalties; (d) other
interests in and measured by production burdening said properties; and (e) that
portion of operating and marketing costs which are allocable to Borrower's
interests in said Oil and Gas Properties allowed under the applicable joint
operating agreement, if any.

Note shall mean the promissory note executed by Borrower and
payable to the order of Bank pursuant to Section 2.1, and all promissory notes
which renew, rearrange or replace such promissory note.

Obligation shall mean all present and future indebtedness,
obligations and liabilities, and all renewals and extensions thereof, or any
part thereof, now or hereafter owed to Bank by Borrower, including, without
limitation, those arising from, by virtue of, or pursuant to any Loan Document,
together with all interest accruing thereon and costs, expenses and attorneys'
fees incurred in the enforcement or collection thereof, whether such
indebtedness, obligations and liabilities are direct, indirect, fixed,
contingent, liquidated, unliquidated, joint, several or joint and several or
were, prior to acquisition thereof by Bank, owed to some other Person.

Oil and Gas Properties shall mean Hydrocarbon Interests; the
properties now or hereafter pooled or unitized with Hydrocarbon Interests; all
presently existing or future unitization, pooling agreements and declarations
of pooled units and the units created thereby (including without limitation all
units created under orders, regulations and rules of any governmental body or
agency having jurisdiction) which may affect all or any portion of the
Hydrocarbon Interests; all operating agreements, contracts and other agreements
which relate to any of the Hydrocarbon Interests or the production, sale,
purchase, exchange or processing of Hydrocarbons from or attributable to such
Hydrocarbon Interests; all Hydrocarbons in and under and which may be produced
and saved or attributable to the Hydrocarbon Interests, the lands covered
thereby and all oil in tanks and all net rents, issues, profits, proceeds,
products, revenues and other incomes from or attributable to the Hydrocarbon
Interests; all tenements, hereditament, appurtenances and Properties in anywise
appertaining, belonging, affixed or incidental to the Hydrocarbon Interests,
Properties, rights, titles, interests and estates described or referred to
above, including any and all Property, real or personal, now owned or hereafter
acquired and situated upon, used, held for use or useful in connection with the
operating, working or development of any of such Hydrocarbon Interests or
Property (excluding drilling rigs, automotive equipment or other personal
property which may be on such premises for the purpose of drilling a well or
for other similar temporary uses) and including any and all oil ▇▇▇▇▇, gas
▇▇▇▇▇, injection ▇▇▇▇▇ or other ▇▇▇▇▇, buildings, structures, fuel separators,
liquid extraction plants, plant compressors, pumps, pumping units, field
gathering systems, tanks and tank batteries, fixtures, valves, fittings,
machinery and parts, engines, boilers, meters, apparatus, equipment,
appliances, tools, implements, cables, wires, towers, casing, tubing and rods,
surface leases, rights-of-way, easements and servitudes together with all
additions, substitutions, replacements, accessions and attachments to any and
all of the foregoing.

Page 8

Parties shall mean Borrower and Bank.

Party shall mean either Borrower or Bank.

PBGC shall mean the Pension Benefit Guaranty Corporation, or
any successor thereof, established pursuant to ERISA.

Permitted Liens shall mean (a) the Liens in favor of Bank;
(b) Inchoate Liens; (c) pledges or deposits made to secure payment of worker's
compensation, or to participate in any fund in connection with worker's
compensation, unemployment insurance, pensions or other social security
programs; (d) good-faith pledges or deposits made to secure performance of
bids, tenders, contracts (other than for the repayment of borrowed money) or
leases, not in excess of 10% of the aggregate amount due thereunder, or to
secure statutory obligations, surety or appeal bonds or indemnity, performance,
or other similar bonds in the ordinary course of business; (e) liens in favor
of Stratum under the Stratum Documents; and (f) purchase money liens securing
Debt of Borrower not to exceed $250,000 in the aggregate.

Person shall mean any individual, firm, corporation, trust,
association, partnership, joint venture, Tribunal or other entity.

Potential Default shall mean the occurrence of any event
which, with notice or lapse of time or both, could become an Event of Default
hereunder, and potential default means the occurrence of any event which, with
notice or lapse of time or both, could become an event of default under the
agreement, document or instrument in question.

Prime Rate means that rate of interest established from time
to time by Bank as its prime rate of interest, after taking into account such
factors as Bank may from time to time, in its sole discretion, deem
appropriate, it being understood, however, that Bank may from time to time make
various loans at rates of interest having no relationship to such Prime Rate of
interest.

Proceeds Account shall have the meaning set forth in Section
3.2.

Regulation G shall mean Regulation G of the Board of
Governors of the Federal Revenue System, 12 C.F.R., Part 207.

Regulation T shall mean Regulation T of the Board of
Governors of the Federal Reserve System, 12 C.F.R., Part 220.

Regulation U shall mean Regulation U of the Board of
Governors of the Federal Reserve System, 12 C.F.R., Part 221.

Page 9

Regulation X shall mean Regulation X of the Board of
Governors of the Federal Reserve System 12 C.F.R., Part 224.

Release shall have the meaning set forth in 42 U.S.C. Section
9601(22) and shall mean the presence or disposal, as defined in 42 U.S.C.
Section 6903(c) of Hazardous Substances, including pesticides and fertilizers,
on the Property or at any site, property, facility or location.

Rights shall mean rights, remedies, powers and privileges.

Security Instruments shall mean the Mortgages and all
financing statements, notices and other documents executed in connection
therewith.

Solvent shall mean, with respect to any Person on a
particular date, that on such date (a) fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person; (b) the present fair and
salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liabilities of such Person on its Debts as
they become absolute and matured; (c) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of business; (d) such
Person does not intend to, and does not believe that it will, incur Debts or
liabilities beyond such Person's ability to pay as such Debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which such Person
is engaged. In computing the amount of contingent liabilities at any time, it
is intended that such liabilities will be computed at the amount which, in
light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual and mature
liability.

Stratum shall mean collectively, Stratum Group, L.P., a
Delaware limited partnership and Stratum Group Energy Partners, L.P., a
Delaware limited partnership.

Stratum Documents shall mean collectively, any and all
documents, as amended on May 21, 1997, executed by Venus Development or Venus
Energy and delivered to or in favor of Stratum, including, but not limited to,
that certain Term Loan and Security Master Agreement dated October 8, 1996;
that certain Crude Oil Purchase and Sale Option Master Agreement; that certain
Natural Gas Purchase and Sale Option Master Agreement; the Term Notes dated
October 8, 1996 in the aggregate principal amount of $20,000,000 executed by
Venus Development and payable to Stratum; and any and all documents,
instruments and other contracts executed in connection with any of the
foregoing.

Subsidiary shall mean, on the date in question, any Person of which an

Page 10

aggregate of 50% or more of the stock of any class or classes (or equivalent
interests) of which is owned of record or beneficially, directly or indirectly,
by Borrower and/or any of its Subsidiaries, if Borrower (a) is ordinarily, in
the absence of contingencies, entitled to vote for the election of a majority
of directors (or individuals performing similar functions) of such Person, even
though the Right to so vote has been suspended by the happening of such a
contingency; or (b) is entitled, as such holder, to vote for the election of a
majority of the directors (or individuals performing similar functions) of such
Person, whether or not the Right so to vote exists by reason of the happening
of any contingency.

Tangible Net Worth shall mean stockholder's equity minus the
sum of (a) any surplus resulting from the write-up of assets; plus (b) good
will, including any amounts, however designated, representing the excess of the
purchase price paid for the assets or stock acquired over the book value
assigned thereto; plus (c) patents, trademarks, service marks, trade names and
copyrights; and plus (d) other intangible assets.

Tanks shall mean all above ground and underground storage
tanks, as defined in 42 U.S.C. Section 6991(l), whether in use or not at all
above ground and underground storage tanks used currently for the storage of
hazardous substances or any petroleum product, including heating oil, gasoline,
or diesel fuel.

Taxes shall mean all taxes, assessments, fees, levies,
imposts, duties, deductions, withholdings, stamp taxes, interest equalization
taxes, capital transaction taxes, foreign exchange taxes or charges or other
charges of any nature whatsoever from time to time or at any time imposed by
any Law or Tribunal.

Tribunal shall mean any court or governmental department,
commission, board, bureau, agency or instrumentality of any state,
commonwealth, nation, territory, possession, county, parish or municipality,
whether now or hereafter constituted and/or existing.

UCC shall mean the Uniform Commercial Code as enacted in the
State of Texas or other applicable jurisdiction, as amended.

Venus Development shall mean Venus Development, Inc., a Texas
corporation, a Subsidiary of Borrower.

1.2 Accounting Terms. As used herein, the term GAAP
shall mean generally accepted accounting principles, applied on a consistent
basis, (a) as set forth in Opinions of the Accounting Principles Board of the
American Institute of Certified Public Accountants ("AICPA") and/or in
statements of the Financial Accounting Standards Board which are applicable in
the circumstances as of the date in question; and (b) where not inconsistent
with such opinions and statements, as set forth in other AICPA publications and
guidelines and/or which otherwise arise

Page 11

by custom for the particular industry; and the requisite that such principles
be applied on a consistent basis means that the accounting principles in a
current period are comparable in all material respects to those applied in a
preceding period. All accounting and financial terms used in any of the Loan
Documents and the compliance with each covenant contained in the Loan Documents
which relates to financial matters shall be determined in accordance with GAAP,
except to the extent that a deviation therefrom is expressly stated in such
Loan Documents.

1.3 UCC Terms. Except as otherwise defined herein, all
terms with their initial letter capitalized that are defined in the UCC shall
have the meanings as defined in the UCC.

1.4 Other Terms. Other terms may be defined elsewhere in
the text of this Agreement and shall have the meaning indicated throughout this
Agreement.

1.5 Use of Defined Terms. All terms defined in this
Agreement shall have their defined meanings when used in any other Loan
Document.

1.6 Other Definitional Provisions.

(a) The words "hereof," "herein" and "hereunder," and
words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement.

(b) Terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.

ARTICLE 2. THE COMMITMENT

2.1 Commitment. Subject to the terms and conditions of
this Agreement, Bank agrees to make one or more Advances to Borrower from time
to time prior to the Commitment Termination Date, provided that the aggregate
amount of all Advances at any time outstanding shall not exceed the lesser of
(i) the Borrowing Base in effect from time to time; or (ii) the amount of the
Commitment. Subject to the foregoing limitations and other terms of this
Agreement, Borrower may borrow, repay and reborrow under the Commitment. The
Obligation to repay the Advances made to Borrower pursuant to the Commitment
shall be evidenced by Borrower's Note in the form of Exhibit 2.1 hereto,
payable to the order of Bank.

Page 12

2.2 Borrowing Base.

(a) On or before February 15 and August 15 of each year
Borrower shall furnish to Bank (i) a report in form and substance satisfactory
to Bank, of a petroleum engineer satisfactory to Bank, which report shall be
dated as of January 1 and July 1 of such year and shall set forth the proven
oil and gas reserves of Borrower, as of such date; (ii) any updated production
history of the proven oil and gas reserves of Borrower; (iii) the discounted
net present value (at a rate reasonably acceptable to Bank); (iv) the net
general overhead and administrative expenses and the lease operating expenses
attributable to the Oil and Gas Properties of Borrower for the prior twelve
month period; and (v) such other information as to the operations of Borrower
as Bank shall reasonably request. Together with each of the reports to be
furnished pursuant to this Section 2.2(a) Borrower shall furnish to Bank such
additional data and information concerning pricing, quantities or volume of
production from or attributable to the Oil and Gas Properties with respect
thereto as Bank may reasonably request.

(b) After receipt of all of the information required by
Section 2.2(a), Bank may redetermine the amount of the Borrowing Base in
accordance with the customary practices of Bank for oil and gas loans to be
effective as of April 1 and October 1 of such year. In connection with the
initial Redetermination of the Borrowing Base as set forth herein, Borrower
agrees to pay to Bank an Engineering Fee in the amount of $5,000.00.
Thereafter, upon delivery to Bank of the information required by 2.2(a),
Borrower shall pay to Bank an Engineering Fee in the amount of $5,000.00.
Until the next determination of the amount of the Borrowing Base by Bank, the
amount of the Borrowing Base as of the Closing Date shall be deemed to be
$500,000 and thereafter, until each new determination of Borrowing Base is made
by Bank, the amount of the Borrowing Base shall be deemed to be the Borrowing
Base last deemed or calculated, as the case may be. In addition to the
foregoing, Bank or Borrower may initiate a redetermination of the Borrowing
Base at any other time as it so elects, provided, however, that Borrower may
initiate only two (2) such unscheduled redeterminations during any consecutive
twelve (12) month period by specifying in writing to Bank the date on which
Borrower will furnish the information required by Section 2.2(a) and the date
on which it desire such redetermination to occur. Bank shall have at least
forty-five (45) days after the delivery of the information required by Section
2.2(a) to make any unscheduled redetermination of the Borrowing Base requested
by Borrower. Bank may, at any time and at its expense, initiate an unscheduled
redetermination of the Borrowing Base by specifying in writing to Borrower the
date by which Borrower is to furnish the information required by Section 2.2(a)
and the projected date on which such redetermination is to occur. Failure of
Borrower to timely furnish such information required by Section 2.2(a) shall
not preclude Bank's right to redetermine the Borrowing Base based on
information previously furnished to Bank. Bank shall promptly notify in
writing Borrower of the new Borrowing Base. Any redetermination of the
Borrowing Base shall not be effective until written notice is sent to Borrower.

Page 13

(c) In the event the aggregate unpaid principal amount of
all Advances, shall, at any time, be in excess of the amount of the Borrowing
Base in effect at such time, then Borrower shall, within thirty (30) days of
such event, at the option of Borrower, subject to the approval of Bank, either
(i) subject to the Bank Lien, by instruments satisfactory in form and substance
to Bank, provide additional collateral with value in amounts satisfactory to
Bank, in order to increase the Borrowing Base by an amount at least equal to
such excess; or (ii) prepay the outstanding principal of the Note in an
aggregate amount at least equal to such excess; or (iii) pay to Bank up to one
hundred percent (100%) of the Net Proceeds from Production until the aggregate
unpaid principal amount of all Advances, is equal to or less than the Borrowing
Base then in effect.

2.3 Repayment. Accrued interest on the Advances shall be
due and payable monthly commencing on June 30th and continuing on the last day
of each day of each month thereafter until all Advances are paid in full. All
principal and unpaid interest thereon shall be due and payable on the
Commitment Termination Date. All payments received on the Advances shall be
applied first to accrued interest and then to principal.

2.4 Interest.

(a) Subject to Sections 2.4 (b) and (c), the principal
amount of all Advances shall bear interest at a rate per annum from day to day
equal to the lesser of (i) the Highest Lawful Rate in effect from day to day;
or (ii) the sum of one percent (1%) plus the Prime Rate in effect from day to
day (the "Contract Rate"). Each change in the rate of interest charged shall
be subject to the terms of this Section 2.4, and shall become effective,
without notice to Borrower, upon the effective date of each change in the
Highest Lawful Rate or the Prime Rate, as the case may be.

(b) Notwithstanding the foregoing, if at any time the
Contract Rate exceeds the Highest Lawful Rate, any subsequent reductions in the
Contract Rate shall not reduce the rate of interest hereunder below the Highest
Lawful Rate until the total amount of interest accrued approximately equals
(but does not exceed) the amount of interest which would have accrued if the
Contract Rate had at all times been in effect. In the event that at maturity
(whether stated or by acceleration) or at final payment of the Note, the total
amount of interest paid or accrued on the Note is less than the amount of
interest which would have accrued if the Contract Rate had at all times been in
effect with respect thereto, then at such time Borrower shall pay to Bank an
amount equal to the difference between (i) the lesser of the amount of interest
which would have accrued if the Contract Rate had at all times been in effect
and the amount of interest which would have accrued if the Highest Lawful Rate
had at all times been in effect; and (ii) the amount of interest actually
accrued on the Note.

(c) Notwithstanding the foregoing, all past-due principal
of and interest on the Note shall bear interest at a rate per annum from day to
day equal to the lesser of (i) the

Page 14

Highest Lawful Rate in effect from day to day; or (ii) the Prime Rate plus 5%
(the "Default Rate"), from maturity (whether stated or by acceleration) until
paid.

(d) Each determination of the Contract Rate or the
Default Rate shall be on the basis of actual days elapsed but computed as if
each calendar year consisted of 360 days; unless such calculation would result
in a usurious rate, in which case the rate shall be calculated on a year based
upon 365 or 366 days, as the case may be. Each such determination shall, in
the absence of an arithmetic or clerical error, be conclusive.

2.5 Voluntary Prepayments. Borrower shall be entitled to
prepay the Advances from time to time and at any time, in whole or in part,
without penalty; provided that unless Borrower and Bank otherwise agree in
writing (a) all accrued interest and any and all fees and other sums then due
and payable to Bank under the Loan Documents shall be paid; (b) a prepayment
shall be applied to installments of principal of the Advances in inverse order
of maturity; (c) any partial prepayment must be at least $100,000 and must be
an integral multiple of $25,000; and (d) Borrower must have given Bank one (1)
Business Day prior written notice of the intention to prepay any part of the
Advances.

2.6 Manner and Application of Payments and Prepayments.
Each payment or prepayment of interest or principal on the Advances must be
paid at Bank's principal office in Houston, Texas, in funds which are or will
be available for immediate use by Bank by 12:00 noon Central Time on the day
such payment or prepayment is due. In any case, where a payment of principal
of or interest on the Advances is due on a day which is not a Business Day,
Borrower shall be entitled to delay such payment until the next succeeding
Business Day, but interest shall continue to accrue at the rate then effective
under the Note until the payment is in fact made.

2.7 Mandatory Prepayments. If, at any time, the sum of
the outstanding principal balance under the Note exceeds the Borrowing Base, or
if at any time the Borrower has knowledge that the sum of the outstanding
principal balance under the Note exceeds the Borrowing Base, then Borrower
shall forthwith prepay the amount of such excess for application towards
reduction of the outstanding principal balance of the Note. Such prepayment
shall be with no premium or penalty, and shall be made together with the
payment of accrued interest on the amount prepaid.

2.8 Capital Adequacy. If either (i) the introduction of
or any change in or in the interpretation of any Law or regulation; or (ii)
compliance by Bank with any guideline or request from any central bank or other
Tribunal (whether or not having the force of Law) affects or would affect the
amount of capital required or expected to be maintained by Bank or any
corporation controlling Bank and Bank determines that the amount of such
capital is increased by or based upon the existence of Bank's obligations and
commitments hereunder and other obligations and commitments of this type, then,
upon demand by Bank, Borrower shall

Page 15

immediately pay to Bank, from time to time as specified by Bank, additional
amounts sufficient to compensate Bank in the light of such circumstances, to
the extent that Bank reasonably determines that such increase in capital to be
allocable to the existence of Bank's obligations and commitments hereunder. A
certificate as to such amounts submitted to Borrower by Bank, shall, in the
absence of manifest error, be conclusive and binding for all purposes.

2.9 Facility Fee. At Closing, Borrower shall pay to Bank
a Facility Fee equal to one percent (1%) of the initial Borrowing Base.
Thereafter, Borrower shall pay to Bank a Facility Fee equal to one percent (1%)
of any increase in the Borrowing Base as redetermined from time to time.

2.10 Commitment Fee. From the date hereof until the
Commitment Termination Date, Borrower shall pay to Bank a commitment fee, as it
accrues on the tenth (10th) day of each July, October, January, and April equal
to one-half of one percent (1/2%) per annum (calculated on the basis of actual
days elapsed, but computed as if each calendar year consisted of 360 days) on
the daily average difference, during the preceding calendar quarter or portion
thereof preceding such payment date, between Borrowing Base in effect for such
calendar quarter and the principal amount outstanding under the Note.

2.11 Use of Proceeds. Borrower may use the proceeds of
the Advances to refinance Debt in favor of Stratum under the Stratum Documents;
finance future acquisitions, working capital and other general corporate
purposes.

ARTICLE 3. COLLATERAL

3.1 Bank Lien in Collateral. The full and complete
payment and performance of the Obligation shall be secured under the Security
Instruments by first and prior Bank Liens in, to and on all of Borrower's
respective Rights, titles and interests in and to (but none of Borrower's
obligations with respect to) the following items and types of property (the
"Collateral"), all as more particularly set forth and described in the Security
Instruments:

(a) All present and future Rights, titles and interests
that Borrower may now have or hereafter acquire in and to the Oil and Gas
Properties, including, but not limited to, oil and gas and/or oil, gas and
mineral leases and interests, royalty and overriding royalty interests,
production payment and net profits interests, mineral fee interests, and Rights
therein, including, without limitation, all reversionary or carried interests
relating to the foregoing, together with all present and future Rights, titles
and interests in and to all present and future unitization, communitization and
pooling agreements (and all properties covered and units created thereby),
whether arising by contract or operation of Law, which now or hereafter include
all or any part of the foregoing and together with all lands now or hereafter
subject to any of the foregoing, and all tenements, hereditaments,
appurtenances, and properties in anywise appertaining, belonging,

Page 16

affixed or incidental to any of the foregoing.

(b) All present and future Hydrocarbon Interests now or
hereafter accruing to or produced from mineral interests described in (a)
preceding and to which Borrower now or hereafter may be entitled as a result of
ownership thereof.

(c) Whether now owned or hereafter acquired, all present
and future Rights, titles and interests of Borrower, (including without
limitation, the Rights to receive payments due thereunder) in and to any and
all gas sales contracts, oil, gas or other condensates or other products sales
contracts now or hereafter existing in connection with the Collateral described
hereinabove.

3.2 Security Instruments. The Bank Liens in the
Collateral shall be further evidenced and governed by the Security Instruments.

3.3 Proceeds Account. The Security Instruments contain
an assignment by Borrower to Bank of all production of Borrower's Hydrocarbons
and all proceeds attributable thereto properly allocable to the Oil and Gas
Properties of Borrower. Borrower and Bank hereby agree to open an account with
Bank into which all such proceeds from the production of Hydrocarbons shall be
deposited (the "Proceeds Account"). Borrower hereby grants to Bank, subject
to the prior assignment in favor of Bank of Borrower's production and its
proceeds, a security interest in that portion of the Proceeds Account
attributable to the Hydrocarbon Interests. Notwithstanding the foregoing,
Borrower may, until Bank shall give notice to the contrary, have access to all
such proceeds in the Proceeds Account. Upon the occurrence of an Event of
Default, Bank may apply any and all balances attributable to Borrower in the
Proceeds Account to the Obligations.

ARTICLE 4. CERTAIN REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Bank that:

4.1 Corporate Existence and Business. Borrower is (a) a
corporation duly organized, validly existing and in good standing under the
Laws of its jurisdiction of incorporation; (b) is duly qualified to transact
business as a foreign corporation in the [State of Kansas] and in each other
jurisdiction where the nature or extent of its business and properties require
the same; and (c) possesses all requisite authority, power, licenses, permits
and franchises to conduct its business as presently conducted. Borrower has
not used or transacted business under any other corporate or tradename in the
five (5) year period preceding the date hereof.

4.2 Subsidiaries. Borrower has no subsidiaries other
than the Subsidiaries set forth on Schedule 4.2. Each Subsidiary (a) is a
corporation duly organized, validly existing and in good standing under the
Laws of its jurisdiction of incorporation; (b) is duly qualified to transact

Page 17

business as a foreign corporation in each jurisdiction where the nature or
extent of its business and properties require the same; and (c) possesses all
requisite authority, power, licenses, permits and franchises to conduct its
business as presently conducted. Except as set forth on Schedule 4.2, no
Subsidiary has used or transacted business under any other corporate name or
trade name in the five year period preceding the date hereof.

4.3 Power and Authorization; Enforceability. Borrower
and each Subsidiary have full power, authority and legal right to execute,
deliver and perform the Loan Documents, and to borrow under this Agreement on
the terms and conditions hereof, and to grant the Bank Liens and to take such
action as may be necessary to complete the transactions contemplated by the
Loan Documents, and Borrower and each Subsidiary have taken all necessary
corporate and legal action to authorize the borrowing on the terms and
conditions of this Agreement and the grant of the Bank Liens and to authorize
the execution, delivery and performance of the Loan Documents on the terms and
conditions hereof and thereof. Each of the Loan Documents has been duly
authorized, executed and delivered by Borrower and each Subsidiary and
constitutes a legal, valid and binding obligation of the party executing same,
enforceable against such party in accordance with its terms.

4.4 Consents. No consent of any other Person and no
consent, license, permit, approval or authorization of, exemption by, or
registration or declaration with, any Tribunal is required in connection with
the execution, delivery, performance, validity or enforceability of any of the
Loan Documents.

4.5 Financial Statements. The Current Financials were
prepared in accordance with GAAP and fairly present the consolidated financial
condition and the results of operations of Borrower and its Subsidiaries as of,
and for the fiscal year ending on, the date thereof. There were no material
liabilities, direct or indirect, fixed or contingent, of Borrower or any
Subsidiary as of the date or dates of the Current Financials which are not
reflected therein or in the notes thereto. There has been no material adverse
change in the financial condition of Borrower or any Subsidiary from that shown
in the Current Financials between such date or dates and the date hereof, nor
has Borrower or any Subsidiary incurred any material liability, direct or
indirect, fixed or contingent, other than in the ordinary course of business.

4.6 Tax Returns. Borrower and its Subsidiaries have
filed all United States tax returns and all state and foreign tax returns
required to be filed by them and have paid, or made provisions for the payment
of, all Taxes which have become due pursuant to said returns or pursuant to any
assessments received by Borrower or any Subsidiary except such Taxes, if any,
as are being contested in good faith and as to which adequate reserves have
been provided in accordance with GAAP, and such returns properly reflect the
United States income tax, foreign tax and/or state taxes of Borrower or any
Subsidiary for the periods covered thereby.

Page 18

4.7 Title to Properties; Liens. Borrower has good and
defensible title to its respective material (individually or in the aggregate)
Oil and Gas Properties, free and clear of all Liens except Permitted Liens. On
the date of this Agreement, after giving full effect to the Permitted Liens,
Borrower owns the net interests in production attributable to the ▇▇▇▇▇ and
units evaluated in the Initial Reserve Report or the most recent Reserve Report
furnished to Bank pursuant to Section 6.28 and the ownership of such Oil and
Gas Properties shall not in any material respect obligate Borrower to bear the
costs and expenses relating to the maintenance, development and operations of
each such Property in any amount in excess of the working interest of each Oil
and Gas Property set forth in the Initial Reserve Report or the most recent
Reserve Report furnished to Bank pursuant to Section 6.28. All information
contained in the Initial Reserve Report or the most recent Reserve Report
provided to Banks (whichever is most recent) is true and correct in all
material respects.

4.8 First Lien. Upon filing of the Mortgages with the
Clerk of the County or Parish where the property thereby covered is located and
financing statements with the Secretary of States of Texas and Kansas, and
other appropriate Tribunals, the Security Instruments will constitute legal,
valid and continuing perfected first liens on the Collateral as security for
the Obligation, free and clear of all other Liens, except for Permitted Liens.

4.9 Compliance with Laws and Documents. Neither Borrower
nor any Subsidiary is now, nor will the execution, delivery, or the performance
of and compliance with the terms of the Loan Documents cause Borrower or any
Subsidiary to be, in violation of (a) any Laws now in effect; (b) the terms of
any agreement, contract, document, or instrument to which Borrower or any
Subsidiary is a party or by which it or any of its assets is bound; or (c)
Borrower's or any Subsidiary's Articles or Certificate of Incorporation or
Bylaws. Borrower has not violated any requirement of any Tribunal or failed to
obtain any license, permit, franchise or other governmental authorization
necessary for the ownership and operation of the Oil and Gas Properties or the
conduct of its business. The Oil and Gas Properties (and properties unitized
therewith) have been maintained, operated and developed in a good and worker
like manner and in conformity with all applicable Laws and all rules,
regulations and orders of all duly constituted Tribunals having jurisdiction
and in conformity with the provisions of all leases, subleases or other
contracts comprising a part of the Hydrocarbon Interests and other contracts
and agreements forming a part of the Oil and Gas Properties; specifically in
this connection, (i) after the Closing Date, no Oil and Gas Property is subject
to having allowable production reduced below the full and regular allowable
(including the maximum permissible tolerance) because of any overproduction
(whether or not the same was permissible at the time) prior to the Closing
Date; and (ii) none of the ▇▇▇▇▇ comprising a part of the Oil and Gas
Properties (or properties unitized therewith) are deviated from the vertical
more than the maximum permitted by applicable Laws and regulations, rules and
orders of any Tribunal having appropriate jurisdiction, and such ▇▇▇▇▇ are, in
fact, bottomed under and are producing from, and the wellbores are wholly
within, the Oil and Gas Properties (or in the case of ▇▇▇▇▇ located on
properties unitized therewith, such unitized properties).

Page 19

4.10 Litigation. There is no action, suit or proceeding
pending or, to the knowledge of Borrower threatened, against Borrower or any
Subsidiary before any court, governmental department, administrative agency or
instrumentality which, if such action, suit or proceeding were adversely
determined, would materially adversely affect the financial position or the
results of operations of Borrower or any Subsidiary or its business or the
ability of Borrower or any Subsidiary to perform their respective obligations
under the Loan Documents.

4.11 Use of Proceeds; Margin Securities. Neither Borrower
nor any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing
or carrying "Margin Stock" (within the meaning of Regulations G, T, U, or X)
and no part of the proceeds of any extension of credit under this Agreement
will be used to purchase or carry any such Margin Stock or extend credit to
others for the purpose of purchasing or carrying Margin Stock. Neither
Borrower nor any Person acting on its behalf has taken any action that might
cause the transactions contemplated by this Agreement or the Note to violate
Regulations G, T, U, or X or to violate the Securities Exchange Act of 1934, as
amended.

4.12 Employee Benefit Plans. Neither Borrower nor any
Subsidiary has (a) incurred an accumulated funding deficiency in an amount
sufficient to have a Material Adverse Effect under any employee benefit plan
(as defined in the IRC and ERISA); (b) incurred material liability to PBGC in
connection with any benefit plan; (c) withdrawn in whole or in part from
participation in a multiemployer pension plan (as defined in ERISA); or (d)
committed, permitted or suffered any "prohibited transaction" or "reportable
event" (as defined in ERISA).

4.13 Purpose of Advances. The proceeds of the Advances
are not and will not be used directly or indirectly (a) for the purpose of
purchasing or carrying, or for the purpose of extending credit to others for
the purpose of purchasing or carrying, any "margin stock" as that term is
defined in Regulation U; or (b) for any purpose which violates Regulation X.

4.14 No Default. No Event of Default or Potential Default
has occurred.

4.15 Government Regulation. Neither Borrower, any
Affiliate of Borrower nor any subsidiary is subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act, the
Investment Company Act of 1940, the Interstate Commerce Act (as any of the
preceding acts have been amended) or any other Law which regulates the
incurring by any Person of Debt, including, without limitation, Laws relating
to common or contract carriers or the sale of electricity, gas, steam, water or
other public utility service.

4.16 Burdensome Provisions. Except for the obligations of
Borrower under

Page 20

the Stratum documents, neither Borrower nor any Subsidiary is a party to any
agreement or instrument containing any burdensome or uncustomary provisions, or
subject to any charter or other corporate restrictions or to any judgment,
order, writ, injunction, decree, award, rule or regulation, which will or could
cause a Material Adverse Effect.

4.17 Relationship with Bank. No Person having "control"
of Borrower or any Subsidiary is an "executive officer," "director" or "person
who directly or indirectly or in concert with one or more persons, owns,
controls or has the power to vote more than 10% of any class of voting
securities" (as such terms are defined in the Financial Institutions Regulatory
and Interest Rate Control Act of 1978 and the regulations thereunder, as
amended) of Bank or any bank with which Bank maintains correspondent accounts.

4.18 Principal Office. The principal place of business,
the chief executive office and the place at which the books and records of
Borrower and each Subsidiary are kept is ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇'▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.

4.19 Full Disclosure. Neither the Loan Documents nor any
other agreement, document, certificate or statement furnished to Bank by or on
behalf of Borrower or any Subsidiary in connection with the transactions
contemplated in any of the Loan Documents contains any untrue statement of
material fact or omits to state a material fact necessary in order to make
statements contained herein or therein not misleading. There are no
significant material facts or conditions relating to the making of Advances,
any of the Collateral and/or the financial condition and business of Borrower
or any Subsidiary which could, collectively or individually, cause a Material
Adverse Effect, and which have not been fully disclosed, in writing, to Bank.
All writings heretofore or hereafter exhibited or delivered to Bank by or on
behalf of Borrower are and will be genuine and in all respects what they
purport to be.

4.20 Solvency. After giving effect to the initial Advance
and the other transactions contemplated by the Loan Documents, Borrower will be
Solvent as of and on the Closing Date and on the date of each subsequent
Advance.

4.21 Environmental Laws. To the best knowledge and belief
of Borrower, except as described on Schedule 4.21:

(a) no Oil and Gas Property of Borrower is currently on
or has ever been on, or is adjacent to any property which is on or has ever
been on, any federal or state list of Superfund Sites;

(b) no Hazardous Substances have been generated,
transported and/or disposed of by Borrower at a site which was, at the time of
such generation, transportation, and/or disposal, or has since become, a
Superfund Site;

Page 21

(c) except in accordance with applicable Law or the terms
of a valid permit, license, certificate, or approval of the relevant Tribunal,
no Release of Hazardous Substances by Borrower or from, affecting, or related
to any Oil and Gas Property of Borrower or adjacent to any Oil and Gas Property
of Borrower has occurred in concentrations or locations that require any
remedial action under Environmental Laws;

(d) no Notice under any Environmental Laws has been
received by Borrower which could reasonably be expected to have a Material
Adverse Effect;

(e) neither Borrower nor any Oil and Gas Property of
Borrower is subject to any remedial obligations with respect to any
Environmental Law; and

(f) Borrower has taken prudent steps to ensure that its
Oil and Gas Properties are and will continue to be in compliance with all
Environmental Laws.

4.22 Gas Imbalances. Except as set forth on Schedule
4.22, on a net basis there are no gas imbalances, take or pay or other
prepayments with respect to Borrower's Oil and Gas Properties which would
require Borrower or any Subsidiary to deliver Hydrocarbons produced from
Borrower's Oil and Gas Properties at some future time without then or
thereafter receiving full payment therefor.

4.23 Hedging Agreements. Schedule 4.23 sets forth a true
and complete list of all Hedging Agreements (including commodity price swap
agreements, forward agreements or contracts of sale which provide for
prepayment for deferred shipment or delivery of oil, gas or other commodities)
of Borrower, the material terms thereof (including the type, term, effective
date, termination date and notional amounts or volumes), the net ▇▇▇▇ to market
value thereof, all credit support agreements relating thereto (including any
margin declared or supplied) and the counter party to each such agreement).

4.24 Stratum Documents. The Stratum Documents are in full
force and effect; are the legal, valid and binding obligations of Venus
Development and are non recourse to Borrower or any other Person.

Page 22

ARTICLE 5. CONDITIONS PRECEDENT TO ADVANCES

5.1 Conditions Precedent to Advances. Bank will not be
obligated to make any Advance until Bank receives the following:

(a) Loan Agreement. This Loan Agreement executed and
delivered by Borrower and Bank.

(b) Note. The Note executed by Borrower, payable to the
order of Bank.

(c) Mortgages. The Mortgages, executed by Borrower in a
form satisfactory to Bank and its counsel with respect to the properties
therein described, which are part of the Collateral, and such other agreements,
documents and instruments as may be necessary and appropriate, in form and
substance satisfactory to Bank, executed and delivered by Borrower, as
mortgagor or assignor, in favor of Bank, in order to create and perfect the
Bank Liens in and to all Collateral described therein.

(d) Insurance. Evidence of insurance coverage in such
amounts, against such risks, and with such insurers as required by Section 6.6,
together with the policies (containing a standard mortgagee clause, if
appropriate) or certificates evidencing such insurance.

(e) Corporate Documents. A copy of the Articles or
Certificate of Incorporation (or similar document) and all amendments thereto,
of Borrower and each Subsidiary accompanied by certificates that such copy is
correct and complete, one issued by the appropriate Tribunal of the
jurisdiction of incorporation of Borrower and each Subsidiary within thirty
(30) days of the Closing Date, and one dated the Closing Date, executed by the
President and the Secretary of Borrower and each Subsidiary, respectively.

(f) Bylaws. A copy of the Bylaws, and all amendments
thereto, of Borrower and each Subsidiary, accompanied by a certificate that
such copy is correct and complete, executed by the President and the Secretary
of Borrower and each Subsidiary, respectively.

(g) Good Standing. Certificates of the appropriate
Tribunals of such jurisdictions as Bank may request, each dated within thirty
(30) days of the Closing Date, to the effect that Borrower and each Subsidiary
is in good standing with respect to the payment of franchise and similar Taxes
and is duly qualified to transact business in such jurisdictions.

(h) Incumbency. A certificate of incumbency of all
officers of Borrower and each Subsidiary who will be authorized to execute or
attest to any of the Loan Documents on behalf of Borrower and each Subsidiary,
executed by the President and the Secretary of Borrower and each Subsidiary,
respectively.

Page 23

(i) Corporate Authorization. A copy of resolutions
approving the Loan Documents and authorizing the transactions contemplated
therein, duly adopted by the Board of Directors of Borrower and each
Subsidiary, accompanied by a certificate of the Secretary of Borrower and each
Subsidiary that such copy is a true and correct copy of resolutions duly
adopted by the Board of Directors of Borrower and each Subsidiary, and that
such resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified or revoked in any respect and are
in full force and effect as of the Closing Date.

(j) Title Matters. Satisfactory current title
information covering such matters as Bank may request, demonstrating that
Borrower has good and defensible title to each of the Oil and Gas Properties
free and clear of all Liens, except Permitted Liens.

(k) Opinion of Counsel. The opinion of the law firm of
▇▇▇▇▇ & ▇▇▇▇, P.L.L.C., counsel to Borrower, substantially in the form of
Exhibit 5.1(l) attached hereto and otherwise satisfactory in form and substance
to Bank and its counsel.

(l) Representations and Warranties. The representations
and warranties contained in Article 4 hereof shall be true and correct on and
as of the date of the making of the initial Advance with the same effect as if
made on and as of such date, and no Event of Default or Potential Default shall
be in existence on the date of the making of the initial Advance or would occur
as a result of the initial Advance and there shall have been delivered to Bank
a certificate executed by the President of Borrower to the foregoing effect.

(m) Material Adverse Change. There shall not have been,
in the sole, but reasonable judgment of Bank, any material adverse change in
the financial condition, business or operations of Borrower or any Subsidiary.

(n) Engineering Fee. Bank shall have received the
Initial Engineering Fee as required pursuant to Section 2.2(b).

(o) Facility Fee. Bank shall have received the Facility
Fee as required pursuant to Section 2.9

(p) Other. Such other documents and instruments as Bank
and its counsel may reasonably request.

5.2 Each Advance. In addition to the conditions
precedent stated elsewhere herein, Bank will not be obligated to make any
Advance hereunder unless:

(a) Within one (1) Business Day prior to the date
requested for such Advance, Borrower and each Subsidiary shall have delivered
to Bank a written application

Page 24

therefor in the form of Exhibit 5.2(a), and each statement or certification
made in such application for Advance must be true and correct in all respects
on the date the requested Advance is to be made.

(b) If requested by Bank, Borrower or any Subsidiary
shall have delivered to Bank evidence reasonably satisfactory to Bank
substantiating any of the matters contained in this Agreement which are
necessary to enable Borrower to qualify for such Advance.

(c) The representations and warranties contained in
Article 4 hereof shall be true and correct on and as of the date of the making
of the Advance with the same effect as if made on and as of such date, and no
Event of Default or Potential Default shall be in existence on the date of the
making of the Advance or would occur as a result of the Advance, and there
shall have been delivered to Bank a certificate executed by the President of
Borrower or any Subsidiary to the foregoing effect.

(d) There shall not have been, in the sole, but
reasonable judgment of Bank, any material adverse change in the financial
condition, business or operations of Borrower or any Subsidiary.

5.3 Waiver. Bank may, at its option, make any Advance
(including the initial Advance) without Bank having received all items to be
delivered as a condition precedent thereto, but such action by Bank shall not
be deemed to be a waiver of the requirement that each such item be delivered as
a condition precedent to any subsequent Advance unless Bank specifically waives
each such item in writing.

ARTICLE 6. CERTAIN COVENANTS

So long as Bank is committed to make Advances hereunder, and
thereafter until payment and performance in full of the Obligation, unless
Borrower or any Subsidiary receives a prior written indication from Bank,
Borrower and each Subsidiary covenants and agrees with Bank as follows:

6.1 Financial Statements. Borrower shall furnish, or
cause to be furnished, the following to Bank:

(a) Within one hundred (100) days after the last day of
each fiscal year of Borrower or any Subsidiary, consolidated and consolidating
audited Financial Statements showing the financial condition and result of
operations of Borrower or any Subsidiary (including Venus Development) as of,
and for the year ended on, such last day, accompanied by the opinion, without
qualification, of a firm of independent certified public accountants acceptable
to Bank, based on an audit using GAAP, that the Financial Statements were
prepared in accordance with GAAP and

Page 25

present fairly the financial condition and results of operations of Borrower or
any Subsidiary.

(b) Within sixty (60) days after the last day of each
fiscal quarter of Borrower or any Subsidiary, Financial Statements showing the
financial condition and result of operations of Borrower or any Subsidiary
(including Venus Development) as of, and for the period from the beginning of
the current fiscal year to such last day, prepared in accordance with GAAP and
certified by the chief financial officer of Borrower or each Subsidiary that
such Financial Statements present fairly the financial conditions and results
of operations of Borrower and each Subsidiary.

(c) Concurrently with the delivery of the Financial
Statements referred to in paragraph (a) above, a certificate of the independent
public accountants who certified such statements to the effect that, in making
the examination necessary for the audit of such Financial Statements, they
obtained no knowledge of any Event of Default or Potential Default or, if they
shall have obtained knowledge of any Event of Default or Potential Default,
specifying the same.

(d) Concurrently with delivery of the Financial
Statements referred to in paragraphs (a) and (b) above, a certificate or
certificates of the chief financial officer of Borrower and each Subsidiary
stating that Borrower and each Subsidiary have observed and performed each and
every covenant and agreement of Borrower and each Subsidiary contained in the
Loan Documents and that no Event of Default or Potential Default has occurred
during the period covered by such Financial Statements or is in existence on
the date of such certificate or, if an Event of Default or Potential Default
has occurred or is in existence, specifying the same.

(e) Concurrently with the delivery of the Financial
Statements referred to in paragraphs (a) and (b) above, a computation of the
financial covenants as required in Sections 6.17 and 6.18 as of the date of
such Financial Statements.

(f) Promptly upon the mailing thereof to the shareholders
of Borrower generally, copies of all financial statements, reports and proxy
statements so mailed.

(g) Promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any registration
statements on form S-8 or its equivalent) and reports on forms 10-K, 10-Q and
8-K or their equivalents) which Borrower or any of its Affiliates shall have
filed with the Securities and Exchange Commission.

6.2 Maintenance of Corporate Existence. Borrower and
each Subsidiary shall at all times maintain its corporate existence and
authority to transact business and good standing in its jurisdiction of
incorporation and in all other jurisdictions where required to do so by
applicable law and maintain all licenses, permits and franchises necessary or
appropriate for its business.

Page 26

6.3 Maintenance of Bank Liens. Borrower and each
Subsidiary shall:

(a) Not relocate its principal place of business, chief
executive office or place where any of Borrower's or each Subsidiary's books
and records related to accounts are kept, or otherwise relocate any of the
other Collateral to another county, parish or state unless (i) Borrower or any
Subsidiary gives Bank sixty (60) days' prior written notice of such proposed
relocation (such notice to include, without limitation, the name of the county
or parish and state into which such relocation is to be made); and (ii) except
where the relocation is to a jurisdiction in which existing financing
statements or other required filings have previously been made to perfect the
Bank Liens in the Collateral, and Borrower or any Subsidiary execute and
deliver all such additional documents and perform all additional acts that
Bank, in its sole discretion, may request in order to continue or maintain the
existence and priority of the Bank Liens in such Collateral; and

(b) Perform such acts and duly authorize, execute,
acknowledge, deliver, file and record such additional assignments, security
agreements, deeds of trust, mortgages and other agreements, documents,
instruments and certificates as Bank may reasonably deem necessary or
appropriate in order to perfect and maintain the Bank Liens in favor of Bank
and preserve and protect the Rights of Bank.

6.4 Compliance with Laws and Rules. Borrower and each
Subsidiary shall comply with all applicable Laws relative to the conduct of its
business or the ownership of its properties or assets.

6.5 Maintenance of Properties. Borrower and each
Subsidiary shall at all times maintain and keep, or cause to be maintained and
kept, in good repair, working order and condition all of its respective
property used or useful in the conduct of its business, and will from time to
time make or cause to be made all needful and proper repairs, renewals,
replacements, betterments and improvements thereto, so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times.

6.6 Insurance. Borrower and each Subsidiary now
maintains, and Borrower and each Subsidiary shall continue to maintain, at its
expense, with financially sound and reputable insurers, insurance with respect
to its properties and business against such liabilities, casualties, risks and
contingencies and in such types and amounts as is customary in the case of
Persons engaged in the same or similar businesses and similarly situated. In
the case of any fire, accident or other casualty causing loss or damage to any
properties of Borrower or any Subsidiary, at Borrower's or any Subsidiary's
discretion, the proceeds of such policies shall be used (i) to repair or
replace the damaged property; or (ii) to prepay the Obligation.

6.7 Taxes. Borrower and each Subsidiary shall promptly pay when due any

Page 27

and all Taxes due by Borrower or any Subsidiary, except Taxes being contested
in good faith by appropriate legal proceedings with respect to which reserves
have been established in an amount acceptable to Bank and the criteria for
Permitted Liens have been satisfied. Borrower and each Subsidiary shall not,
directly or indirectly, use any portion of the proceeds of any Advance to pay
the wages of employees unless a portion of the proceeds or other funds are also
used to make timely payment to or deposit with the United States of America all
amounts of Tax required to be deducted and withheld with respect to such wages
by Borrower or any Subsidiary under Subtitle C of the IRC.

6.8 Payment and Prepayment of Obligations. Borrower and
each Subsidiary shall promptly pay or renew and extend all of its Debt and
other contractual obligations for the payment of money as the same become due,
except any such Debt or contractual obligations being contested in good faith
by appropriate legal proceedings, for which a reserve for the payment thereof
has been established in accordance with GAAP, and with respect to which failure
to promptly pay or renew and extend does not result in the violation of any
provision of any material agreement, contract, document or instrument of
Borrower or any Subsidiary that could cause a Material Adverse Effect.
Furthermore, if an Event of Default shall have occurred, Borrower or any
Subsidiary shall not, directly or indirectly, make any voluntary or involuntary
prepayment on the principal of any Debt (other than the Obligation), whether
subordinate to the Obligation or not.

6.9 Debt. Borrower shall not, directly or indirectly,
create, incur or suffer to exist any direct, indirect, fixed or contingent
liability for any Debt, other than (a) the Obligation; (b) current accounts
payable incurred in the ordinary course of business, (c) such other Debt as set
forth on Schedule 6.9; (d) purchase money Debt of Borrower not to exceed
$250,000, and Debt in favor of Stratum under the Stratum Documents.

6.10 Lease Obligations. Borrower or any Subsidiary shall
not, directly or indirectly, enter into, assume, or otherwise obligate itself
for the performance of the obligations of the lessee or tenant under any lease
or sublease (including, without limitation, leases or subleases which should,
in accordance with GAAP, be capitalized for financial reporting purposes) of
property, other than leases or subleases which would not require Borrower or
any Subsidiary to make lease or sublease payments in excess of $250,000 in the
aggregate during any twelve (12) month period. (provided, however, that the
foregoing limitations shall not apply to oil and gas leases entered into in the
ordinary course of business.)

6.11 Liens. Borrower or any Subsidiary shall not,
directly or indirectly, create, incur, suffer or permit to be created or
incurred or to exist, any Lien upon any of its assets, except Permitted Liens.

6.12 Acquisitions, Mergers and Dispositions. Except as
set forth in Schedule 6.12, Borrower or any Subsidiary shall not, directly or
indirectly, (a) acquire all or any substantial

Page 28

portion of the property, assets or stock of, or interest in, any Person; or (b)
merge or consolidate with any Person; or (c) sell, lease or otherwise dispose
of all or any part of its assets, except for sales of inventory in the ordinary
course of business. Notwithstanding the foregoing, without the prior consent
of Bank, Borrower or any Subsidiary will not sell, assign, farmout, convey or
otherwise transfer any Oil and Gas Property or any interest in any Oil and Gas
Property except for (i) the sale of Hydrocarbons in the ordinary course of
business; (ii) farmouts of undeveloped acreage and assignments in connection
with such farmouts; (iii) the sale or transfer of equipment that is no longer
necessary for the business of Borrower or any Subsidiary or is replaced by
equipment of at least comparable value and use; and (iv) during any consecutive
twelve month period, sales in ordinary course of business of Oil and Gas
Properties which shall not exceed $400,000 in the aggregate.

6.13 Loans, Advances and Investments. Borrower shall not
and shall not permit any Subsidiary to, directly or indirectly, make any loan,
advance, extension of credit or capital contribution to, make investment in or
purchase or commit to purchase stock or other securities or evidences of Debt
of, or interests in, any Person, other than (a) investments in obligations of
the United States of America and agencies thereof and obligations guaranteed by
the United States of America maturing within one (1) year from the date of
acquisition; (b) certificates of deposit issued by Bank or any other commercial
bank which is organized under the Laws of the United States of America or any
state thereof and which has a combined capital, surplus and undivided profits
of not less than $250,000,000.00; (c) current trade and customer accounts
receivable which are for goods furnished or services rendered in the ordinary
course of business and are payable in accordance with customary trade terms;
and (d) advances to employees in the ordinary course of business not in excess
of $5,000.00 in the aggregate at any one time outstanding.

6.14 Dividends. Borrower or any Subsidiary shall not
declare or pay any dividend on any shares of its capital stock or make any
other distribution to its stockholders, or purchase, redeem or otherwise
acquire for value any of its capital stock.

6.15 Capital Expenditures. Sixty (60) days prior to the
commencement of each fiscal year, Borrower or each Subsidiary shall furnish to
Bank a capital expenditure budget plan for such fiscal year together with such
information regarding proposed capital expenditures as Bank may request.

6.16 Cash Flow. On or before February 15 of each year,
Borrower or each Subsidiary shall furnish to Bank a projection of Cash Flow for
such fiscal year, together with such additional information regarding such
projection as Bank may request.

6.17 Current Ratio. Borrower shall not permit its Current
Ratio to ever be less than 1.5:1.0.

Page 29

6.18 Tangible Net Worth. Borrower shall not permit its
Tangible Net Worth to ever be less than $10,000,000.

6.19 Issuance of Securities. Borrower or any Subsidiary
shall not issue, sell or commit to issue or sell any shares of its capital
stock of any class, or other equity and/or investment security.

6.20 Transactions with Affiliates. Borrower shall not and
shall not permit any Subsidiary to, directly or indirectly, enter into any
transaction (including, but not limited to, the sale or exchange of property or
the rendering of any service) with any of its Affiliates, other than in the
ordinary course of business of Borrower or any Subsidiary and upon the same or
similar terms as Borrower or any Subsidiary could obtain in an arm's length
transaction with a Person who is not an Affiliate of Borrower or any
Subsidiary.

6.21 Employee Benefit Plans. Borrower shall not and shall
not permit any Subsidiary to, directly or indirectly, engage in any prohibited
transaction (as defined in ERISA), permit the funding requirements under ERISA
with respect to any employee benefit plan established or maintained by Borrower
or any Subsidiary to ever be less than the minimum required by ERISA or the
regulations thereunder, permit any employee benefit plan established or
maintained by Borrower or any Subsidiary to ever be subject to involuntary
termination proceedings or fully or partially withdraw from any multiemployer
pension plan (as such terms are defined in ERISA).

6.22 Changes. Borrower and each Subsidiary shall conduct
their business in substantially the same fields as such businesses are now and
have heretofore been conducted. Borrower shall not and shall not permit any
Subsidiary to, directly or indirectly, engage in any business other than the
businesses in which it is presently engaged or change fiscal year or any method
of accounting.

6.23 Inspection. Borrower and each Subsidiary shall
permit Bank or its representatives to visit and inspect any of its properties,
subject to reasonable safety restrictions and in accordance with customs in the
industry and any applicable operating agreement, corporate books and financial
records and to discuss its affairs, finances and accounts with its respective
officers or personnel, all at such times and as often as Bank may request.

6.24 Notice. Borrower or any Subsidiary shall promptly
give written notice to Bank of (i) the occurrence of any Potential Default or
Event of Default; (ii) any legal, judicial or regulatory proceedings affecting
either Borrower, any Subsidiary or any of its properties or assets, in which
the amount involved is material and is not covered (subject to normal
deductibles) by insurance and that is likely to have a Material Adverse Effect
on the business or financial condition of Borrower or any Subsidiary; (iii) any
dispute between Borrower, any Subsidiary and

Page 30

any governmental regulatory body or other Person that is likely materially to
interfere with the normal business operations of Borrower or any Subsidiary;
(iv) substantial damage to any material part of the Collateral, specifying the
nature and extent of damage and whether such damage is being repaired in due
course, or total loss or destruction of any material part of the Collateral;
(v) any other action, event or condition of any nature of which it has
knowledge which may have, or lead to, or result in, any Material Adverse Effect
upon the business, assets or financial condition of Borrower or any Subsidiary,
all taken as a whole; and (vi) the voluntary or involuntary bankruptcy of, or
any assignment for the benefit of creditor or the seeking of any relief under
any Debtor Relief Law by Borrower or any Subsidiary.

6.25 Assignment. Except as set forth on Schedule 6.25,
Borrower shall not and shall not permit any Subsidiary to, directly or
indirectly, assign, transfer or attempt to do so, any of its Rights, duties or
obligations under any Loan Document.

6.26 Expenses of Bank. Borrower and each Subsidiary will
promptly pay all reasonable out-of-pocket costs, fees and expenses paid or
incurred by (a) Bank incident to any of the Loan Documents (including, without
limitation, the fees and expenses of counsel to Bank in connection with the
negotiation, preparation, and execution hereof and any amendment, waiver or
consent with respect hereto, whether any Advance is ever made, and in
connection with the making of any Advance) or; (b) Bank incident to the
enforcement of the obligations of Borrower or any Subsidiary or the exercise of
any Rights (including, without limitation, attorneys' fees and court costs).
All of the foregoing shall be part of the Obligation.

6.27 Preservation of Oil and Gas Properties. Borrower and
each Subsidiary will at their own expense do or cause to be done all things
reasonably necessary to preserve and keep in good repair, working order and
efficiency in accordance with good industry practices all of the Oil and Gas
Properties owned by Borrower or any Subsidiary including, without limitation,
all equipment, machinery and facilities, and from time to time will make all
the reasonably necessary repairs, renewals and replacements so that at all
times the state and condition of the Oil and Gas Properties owned by Borrower
or any Subsidiary will be fully preserved and maintained, except to the extent
a portion of such Oil and Gas Properties is no longer capable of producing
Hydrocarbons in economically reasonable amounts. Borrower and each Subsidiary
will promptly pay and discharge or cause to be paid and discharged all delay
rentals, royalties, expenses and Debt accruing under, and perform or cause to
be performed each and every act, matter or thing required by, each and all of
the assignments, deeds, leases, sub-leases, contracts and agreements affecting
Borrower's or any Subsidiary's interests in its Oil and Gas Properties and will
do all other things necessary to keep unimpaired Borrower's or any Subsidiary's
Rights with respect thereto and prevent any forfeiture thereof or a default
thereunder, except to the extent a portion of such Oil and Gas Properties is no
longer capable of producing Hydrocarbons in economically reasonable amounts.
Borrower and each Subsidiary will operate the Oil and Gas Properties owned by
Borrower or any Subsidiary or cause such Oil and Gas Properties to be operated
in a manner in

Page 31

accordance with the practices of the industry and in compliance with all
applicable contracts and agreements and in compliance in all material respects
with all requirements of any Tribunal.

6.28 Reserve Reports.

(a) By February 15 and August 15 of each year commencing
August 15, 1997, Borrower and each Subsidiary shall furnish to Bank reports in
form and substance reasonably satisfactory to Bank prepared by an engineering
firm reasonably acceptable to Bank (for the report delivered by February 15) or
other independent petroleum consultants reasonably acceptable to Bank (for the
report delivered by August 15 which may be prepared by an employee or
consultant to Borrower), which reports shall evaluate the Oil and Gas
Properties of Borrower or any Subsidiary as of the immediately preceding six
months (and dated as of January 1 and July 1, respectively) and which shall,
together with any other information reasonably requested by Bank, set forth the
proven producing and proven non-producing oil and gas reserves attributable to
such Oil and Gas Properties together with a projection of the rate of
production and future net income with respect thereto as of such date.

6.29 Title Information.

(a) By February 15 of each year, Borrower and each
Subsidiary will deliver acquisition summaries, title opinions and due diligence
reports prepared in connection with the acquisition and the financing of the
acquisition of such property prepared for Borrower or any Subsidiary and such
additional title information in form and substance acceptable to Bank as is
requested so that Bank shall have received, together with the title information
previously received by Bank, satisfactory title information covering Oil and
Gas Properties representing eighty percent (80%) of the value of such Oil and
Gas Properties as set forth in this Reserve Report, as such value is set forth
therein.

6.30 Sales and Leasebacks. Neither Borrower nor any
Subsidiary will enter into any arrangement, directly or indirectly, with any
Person whereby Borrower or any Subsidiary shall sell or transfer any property,
whether now owned or hereafter acquired, and whereby Borrower or any Subsidiary
shall then or thereafter rent or lease, as lessee, such Property or any part
thereof or other Property which Borrower or any Subsidiary intends to use for
substantially the same purpose or purposes as the property sold or transferred.

6.31 Hedging Agreements. Neither Borrower nor any
Subsidiary will enter into or become obligated under any Hedging Agreement,
except for such agreements which (i) in the aggregate do not cover at any time
a volume of oil and gas (on a barrel of oil equivalent basis) equal to more
than ninety percent (90%) of the projected production of oil and gas (on a
barrel of oil equivalent basis) in any month from Borrower's or any
Subsidiary's proved, developed, producing reserves which are included in the
Borrowing Base; and (ii) are for delivery or

Page 32

settlement on or before the end of the first calendar year after the calendar
year of the date of such agreement.

6.32 Stratum Documents. Neither Borrower nor any
Subsidiary will enter into any amendment, modification or renewal of the
Stratum Documents without the prior written approval of Bank and at all times,
the Stratum Documents shall remain non recourse to Borrower or any other Person
other than Venus Development.

ARTICLE 7. DEFAULT

7.1 Default. The occurrence of any of the following
events or conditions shall constitute an Event of Default:

(a) The failure or refusal of Borrower or any Guarantor
to pay principal of or interest on the Obligation, or any part thereof, or to
pay any fees in respect of all or any part of the Obligation, as the same
become due in accordance with the terms of the Loan Documents.

(b) The failure or refusal of Borrower, any Subsidiary or
any Guarantor to punctually and properly perform, observe and comply with any
covenant, agreement or condition contained in any Loan Document (other than
covenants to pay the Obligation).

(c) Borrower, any Subsidiary or any Guarantor shall (i)
become insolvent, as that term is defined under any applicable Debtor Relief
Law; (ii) fail to pay its Debts generally as they become due; (iii) voluntarily
seek, consent to or acquiesce in the benefit or benefits of any Debtor Relief
Law; or (iv) become a party to (or be made the subject of) any proceeding
provided for by any Debtor Relief Law that could suspend or otherwise affect
any Rights of Bank granted in the Loan Documents.

(d) Borrower, any Subsidiary or any Guarantor shall fail
(i) to have discharged within a period of thirty (30) days after the
commencement thereof any attachment, sequestration or similar proceeding
against any assets of Borrower or any Subsidiary; or (ii) to pay any money
judgment against it at least ten (10) days prior to the date on which any of
its assets may be lawfully sold to satisfy such judgment.

(e) Borrower or any Subsidiary shall fail to make any
payment due on any Debt of Borrower or any Subsidiary or on any security (with
respect to which Borrower or any Subsidiary have redemption, sinking fund or
other purchase obligations), or any event shall occur or any condition shall
exist in respect of any such Debt or security, or under any agreement securing
or relating to such Debt or security, the effect of which event or condition
would (i) permit the taking of any action by any holder of such Debt or
security or a trustee to cause such Debt or security, or a portion thereof, to
become due prior to its stated maturity or prior to its

Page 33

regularly scheduled date(s) of payment; or (ii) permit a trustee or the holder
of any Debt or security to elect (whether or not such holder or trustee does
elect) a majority of the directors on the Board of Directors of Borrower or any
Subsidiary; or (iii) permit the taking of any action by a trustee or the holder
of any security to demand or request that Borrower or any Subsidiary shall, and
thereby obligate Borrower and each Subsidiary to, purchase or redeem such
security prior to its scheduled redemption date. (As used in this Section, the
term "security" has the meaning set forth in the Securities Act of 1933, as
amended from time to time).

(f) A petition or complaint is filed by any Tribunal
seeking to cause Borrower or any Subsidiary to divest a significant portion of
its assets pursuant to any antitrust, restraint of trade, unfair competition or
similar Laws, and such petition or complaint is not dismissed, discharged or
stayed within sixty (60) days of the filing thereof.

(g) The discovery by Bank that any statement,
representation, or warranty in the Loan Documents or in any writing ever
delivered to Bank pursuant to the Loan Documents is materially false,
misleading or erroneous.

(h) Any substantial impairment of value, loss, damage or
destruction (not covered by insurance) of the Collateral occurs.

(i) Any Material Adverse Effect shall occur with respect
to Borrower or any Subsidiary.

(k) The occurrence of a material change in Control or in
the executive management of Borrower.

(l) An event of default occurs under the Stratum
Documents.

7.2 Remedies Upon Default. Should an Event of Default
occur, Bank may, at its election, do any one or more of the following:

(a) Declare the entire unpaid balance of the Obligation,
or any part thereof, immediately due and payable, whereupon it shall be due and
payable, without notice of any kind to Borrower or any Subsidiary; provided
that, upon the occurrence of an Event of Default under Section 7.1(c), the
entire Obligation shall automatically become immediately due and payable
without notice or other action of any kind whatsoever.

(b) Terminate its commitment to lend hereunder.

Page 34

(d) Take such steps as Bank may deem appropriate to
foreclose the Bank Liens and/or otherwise realize upon any and all of the
Rights Bank may have in and to the Collateral or any part thereof.

(e) Exercise any and all other Rights afforded by the
Laws of the State of Texas, the United States of America or any other
jurisdiction, as Bank shall deem appropriate, or by any of the Loan Documents,
at Law, in equity or otherwise, including, but not limited to, the Rights to
bring suit or other proceedings before any Tribunal either for specific
performance of any covenant or condition contained in any of the Loan Documents
or in aid of the exercise of any Right granted to Bank in any of the Loan
Documents.

(f) Exercise the Rights of offset and/or banker's Lien
against the interest of Borrower or any Subsidiary in and to every account and
other property which are in the possession of Bank to the extent of the full
amount of the Obligation.

7.3 Performance by Bank. Should any material covenant,
duty or agreement of Borrower or any Subsidiary fail to be performed in
accordance with the terms of the Loan Documents, Bank may, at its option,
perform or attempt to perform, such covenant, duty or agreement on behalf of
Borrower and each Subsidiary. In such event, Borrower and each Subsidiary
shall, at the request of Bank, promptly pay to Bank any reasonable amount
expended by Bank in such performance or attempted performance, together with
interest thereon at a rate per annum equal to the Highest Lawful Rate in effect
from day to day, from the date of such expenditure by Bank until paid.
Notwithstanding the foregoing, it is expressly understood that Bank does not
assume and shall never have, except by express written consent of Bank, any
liability or responsibility for the performance of any covenant, duty or
agreement of Borrower and each Subsidiary under any Loan Document.

7.4 Bank Not in Control. None of the covenants or other
provisions contained in this Agreement shall, or shall be deemed to, give Bank
the right or power to exercise control over the affairs and/or management of
Borrower or any Subsidiary, the power of Bank being limited to the right to
exercise the remedies provided in this Section 7.

7.5 Waivers. The acceptance by Bank at any time and from
time to time of part payment on the Obligation shall not be deemed to be a
waiver of any Event of Default then existing. No waiver by Bank of any Event
of Default shall be deemed to be a waiver of any other then-existing or
subsequent Events of Default. No delay or omission by Bank in exercising any
Right under the Loan Documents shall impair such Right or be construed as a
waiver thereof or any acquiescence therein, nor shall any single or partial
exercise of any such Right preclude other or further exercise thereof, or the
exercise of any other Right under the Loan Documents or otherwise.

Page 35

7.6 Cumulative Remedies. All Rights available to Bank
under the Loan Documents shall be cumulative of and in addition to all other
Rights granted to Bank at law or in equity.

7.7 Expenditures by Bank. Any sums spent by Bank
pursuant to the exercise of any Right provided herein shall become part of the
Obligation and shall bear interest at a rate per annum from day to day equal to
the Highest Lawful Rate in effect from day to day, from the date spent until
the date repaid by Borrower or any Subsidiary.

7.8 Delegation of Duties and Rights. Bank may exercise
any of its duties and/or exercise any of its Rights under the Loan Documents by
or through its respective officers, directors, employees, attorneys, agents or
other representatives.

ARTICLE 8. GENERAL

8.1 Captions. The headings, captions and arrangements
used in any of the Loan Documents are, unless specified otherwise, for
convenience only and shall not be deemed to limit, amplify or modify the terms
of the Loan Documents, nor affect the meaning thereof.

8.2 Exhibits. All exhibits and Schedules attached hereto
shall be and are hereby incorporated herein, and made a part of this Agreement
for all purposes.

8.3 Notices. Unless specifically otherwise provided,
whenever any Loan Document requires or permits any consent, approval, notice,
request or demand from one Party to another, such communication must be in
writing to be effective and shall be deemed to have been given on the day
actually delivered or, if mailed, on the third (3rd) Business Day after it is
enclosed in an envelope, addressed to the Party to be notified at the address
stated below, properly stamped, sealed and deposited in the appropriate
official postal service. For purposes hereof, until changed by written notice
pursuant hereto, the addresses for Borrower and Bank are as follows:

Page 36

Borrower:

Venus Exploration, Inc.
One Riverwalk Place
▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇'▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.

Copy to:

▇▇▇▇▇ & ▇▇▇▇, P.L.L.C.
▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Will ▇. ▇▇▇▇▇, ▇▇, Esq.

Bank:

▇▇▇▇▇ Fargo Bank (Texas) N.A.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President

Copy to:

▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq.

8.4 Governing Law.

(a) THE LOAN DOCUMENTS ARE BEING EXECUTED AND DELIVERED
BY BORROWER AND BANK, AND ARE INTENDED TO BE PERFORMED, IN THE STATE OF TEXAS,
AND (EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN ANY LOAN DOCUMENT OR TO THE
EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION OTHERWISE REQUIRE) THE INTERNAL
LAWS OF THE STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE
RIGHTS AND DUTIES OF THE PARTIES AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT,
AND INTERPRETATION OF THE LOAN DOCUMENTS.

(b) THE PARTIES AGREE TO BE BOUND BY THE TERMS AND

Page 37

PROVISIONS OF THE CURRENT ARBITRATION PROGRAM OF BANK, WHICH IS INCORPORATED BY
REFERENCE HEREIN AND IS ACKNOWLEDGED AS RECEIVED BY THE PARTIES, PURSUANT TO
WHICH ANY KNOWN DISPUTES SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION
UPON THE REQUEST OF EITHER PARTY. THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY
OR OTHERWISE, SHALL BE RESOLVED ONLY BY THE TERMS AND PROVISIONS OF THE CURRENT
ARBITRATION PROGRAM OF BANK WHICH IS ATTACHED HERETO AS EXHIBIT 8.4(b) AND IS
INCORPORATED HEREIN BY REFERENCE, PURSUANT TO WHICH ANY AND ALL DISPUTES SHALL
BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE REQUEST OF ANY PARTY.

8.5 Interest. It is the intention of the Parties to
comply with applicable usury Laws; accordingly, it is agreed that
notwithstanding any provisions to the contrary in any Loan Document, in no
event shall any Loan Document permit the collection of interest in excess of
the maximum amount permitted by such Laws. If any such excess of interest is
contracted for, charged or received under any Loan Document or if the maturity
of the Obligation is accelerated in whole or in part, or in the event that all
or part of the principal or interest of the Obligation shall be prepaid, so
that under any of such circumstances the amount of interest contracted for,
charged or received under any Loan Document on the amount of principal actually
outstanding from time to time under the Obligation shall exceed the maximum
amount of interest permitted by applicable usury Laws, then in any such event
(a) the provisions of this Section 8.5 shall govern and control; (b) no Person
now or hereafter liable for the payment of the Obligation shall be obligated to
pay the amount of such interest to the extent that it is in excess of the
maximum amount of interest permitted to be contracted for by, charged to or
received from the Person obligated thereon under the applicable usury Laws; (c)
any such excess which may have been collected shall be either applied as a
credit against the then unpaid principal amount on the Obligation or refunded
to the Person paying the same, at the holder's option; and (d) the effective
rate of interest shall be automatically reduced to the maximum lawful rate of
interest permitted to be contracted for by, charged to or received from the
Person obligated thereon under the applicable usury Laws as now or hereafter
construed by the courts having jurisdiction thereof. To the extent the Laws of
the State of Texas are applicable for purposes of determining the "Highest
Lawful Rate," such term shall mean the "indicated rate ceiling" from time to
time in effect under Article 1.04, Title 79, Revised Civil Statutes of Texas,
1925, as amended, or, if permitted by applicable Law and effective upon the
giving of the notices required by such Article 1.04 (or effective upon any
other date otherwise specified by applicable Law), the "monthly ceiling," the
"quarterly ceiling," or "annualized ceiling" from time to time in effect under
such Article 1.04, whichever Bank shall elect to substitute for the "indicated
rate ceiling," and vice versa, each such substitution to have the effect
provided in such Article 1.04; and Bank shall be entitled to make such election
from time to time and one or more times and, without notice to Borrower, to
leave any such substitute rate in effect for subsequent periods in accordance
with subsection (h)(1) of such Article 1.04. Pursuant

Page 38

to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of
Texas, 1925, as amended, Borrower agrees that such Chapter 15 shall not govern
or in any manner apply to the Obligation.

8.6 INDEMNIFICATION. BORROWER HEREBY INDEMNIFIES BANK
AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS, AND AGENTS FROM, AND HOLDS EACH OF THEM HARMLESS AGAINST, ANY AND
ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, COSTS, AND
EXPENSES (INCLUDING ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT
DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION,
DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN
DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C)
ANY BREACH BY ANY OBLIGATED PARTY OF ANY REPRESENTATION, WARRANTY, COVENANT, OR
OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE PRESENCE,
RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS
SUBSTANCE LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR
ASSETS OF BORROWER OR ANY SUBSIDIARY, OR (E) ANY INVESTIGATION, LITIGATION, OR
OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION, OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING OR RELATING TO
ANY OF THE INVENTORY PRODUCED OR SOLD BY BORROWER. WITHOUT LIMITING ANY
PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS
INTENTION OF THE PARTIES THERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS
SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES,
LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, COSTS, AND EXPENSES
(INCLUDING ATTORNEY'S FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR
CONTRIBUTORY NEGLIGENCE OF THE PERSON TO BE INDEMNIFIED. THE OBLIGATIONS OF
BORROWER UNDER THIS SECTION SHALL SURVIVE THE REPAYMENT OF THE OBLIGATIONS.

8.7 Severability. If any provision of any of the Loan
Documents is held to be illegal, invalid or unenforceable under present or
future Laws effective during the term thereof, such provision shall be fully
severable; the appropriate Loan Document shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
thereof; and the remaining provisions thereof shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance therefrom. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as a
part of such Loan Document a provision as similar in terms to such illegal,
invalid or unenforceable

Page 39

provision as may be possible and be legal, valid and enforceable.

8.8 Entire Agreement. This instrument embodies the
entire agreement among the Parties with respect to the subject matter hereof,
supersedes all prior agreements and understandings, if any, relating to the
subject matter hereof, and may be amended only by an instrument in writing
executed jointly by authorized officers of Borrower and Bank, and supplemented
only by documents delivered or to be delivered in accordance with the express
terms hereof.

8.9 Multiple Counterparts. This Agreement may be
executed in a number of identical counterparts, each of which shall be deemed
an original for all purposes and all of which constitute, collectively, one
agreement; but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.

8.10 Successors. This Agreement shall be binding upon and
inure to the benefit of Borrower and Bank and their respective successors and
assigns. Borrower expressly recognizes and agrees that Bank may sell to other
financial institutions interests in the Loans incurred by Borrower hereunder,
and may in connection therewith, assign to such financial institutions any
Right, Bank Lien, or any part thereof created or arising out of any Loan
Document.

8.11 Survival of Representations. All representations and
warranties herein contained or made in writing in connection with this
Agreement shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder and shall continue in full force and effect until
the Obligation shall have been paid in full.

8.12 NO ORAL AGREEMENTS. THIS WRITTEN LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

Page 40

IN WITNESS WHEREOF, the Parties have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

"BORROWER"

VENUS EXPLORATION, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.,
Chief Executive Officer

"BANK"

▇▇▇▇▇ FARGO BANK (TEXAS) N.A.

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Vice President

AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN VENUS EXPLORATION, INC.

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