Sharon Lee Bartlett, F.K.A. Heitzman - Page 8

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          unless they had assumed personal liability for them.  No interest           
          was payable on the unpaid accruals.                                         
               Recoupment from the 67-percent production royalties of full            
          payment of the $30,362,000 of minimum annual royalties projected            
          to be accrued by Stonehurst through 1994 would have required an             
          average price per barrel of oil between $58.93 and $86.11 over              
          the course of the lease at the levels of production assumed by              
          the economic projections in the Memorandum.  Stonehurst could               
          avoid liability for all or a proportionate part of the minimum              
          annual royalties not yet accrued by surrendering its rights under           
          the sublease to the entire leased property or to any parcel of 6            
          contiguous acres or more prior to the beginning of the next lease           
          year.                                                                       
               c.  Turnkey Contract                                                   
               On December 29, 1979, Stonehurst also entered into a                   
          “turnkey and drilling completion contract” with R.H. Energy for             
          25 wells to be completed by June 30, 1980.  The Memorandum                  
          described R.H. Energy as a joint venture between H.H. Oil & Gas             
          Co., a Colorado based corporation, and Synergistics Equities,               
          Ltd.  The Memorandum indicated that there was a relationship                
          between R.H. Energy and Craig that gave rise to a possible                  
          conflict of interest between R.H. Energy and Wind River                     
          concerning R.H. Energy’s recommendations to Craig about whether             
          to complete drilling on any wells, inasmuch as incomplete wells             
          would eventually be forfeited back to R.H. Energy.  This possible           



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