0001104659-06-044708 Sample Contracts

JOINT VENTURE AGREEMENT WHICHER RANGE, DATED OCTOBER 28, 1996
Joint Operating Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Western Australia

SEVEN SEAS PETROLEUM AUSTRALIA INC. of Suite 305, Reunion Centre Building, Nine East Fourth, Tulsa, Oklahoma 74103, United States of America (“Seven Seas”)

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BENGARA-II BLOCK EXPLORATION JOINT VENTURE JOINT OPERATING AGREEMENT
Joint Operating Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Virgin Islands

This Agreement, the “Agreement” or “JOA”, is effective the 1st day of January, 2000 between CONTINENTAL ENERGY CORPORATION (“CEC”) a Canadian, British Columbia corporation, APEX (BENGARA-II) Ltd. (“Apex Bengara”) a British Virgin Islands corporation, and GEOPETRO RESOURCES COMPANY (“GeoPetro”) a U.S.A., California corporation. All of the aforementioned are parties to this Agreement are hereinafter referred to individually as “Party” and collectively as “Parties” and each Party occupies an address as set forth in Article-33.

THIS FLOW-THROUGH SHARE AGREEMENT entered into this 30th day of March, 2006. BETWEEN: GEOPETRO CANADA LTD., a corporation incorporated pursuant to the laws of the Province of Alberta (the “Corporation”)
Flow-Through Share Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Alberta

WHEREAS the Subscriber has offered to subscribe for shares in the capital stock of the Corporation issued on a “flow-through” basis under the Tax Act (as defined below);

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of June 19, 2000, by and between Geo Petro Resources Company, a California corporation located at One Maritime Plaza, Suite 400, San Francisco, California 94111, together with its successors and assigns permitted under this Agreement (hereinafter the “Company”) and J. Chris Steinhauser, an individual and resident of the State of California (hereinafter “Employee”) located at 26 Moonlight, Irvine, California 92612.

PRODUCTION SHARING CONTRACT BENGARA II—DATED DECEMBER 4, 1997
Geopetro Resources Co • June 30th, 2006 • Oil & gas field exploration services

THIS CONTRACT, made and entered on this 4th day of December 1997, by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA, a State Enterprise, established on the basis of Law No. 8/1971 hereinafter called “PERTAMINA”, party of the first part, and APEX (BENGARA-II) LTD., a corporation organized and existing under the laws of the British Virgin Islands, hereinafter called “CONTRACTOR”, party of the second part, both hereinafter sometimes referred to either individually as the “Party” or collectively as the “Parties”.

MADISONVILLE FIELD DEVELOPMENT AGREEMENT
Madisonville Field Development Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Texas

This Gas Purchase Contract (this “Agreement”) is made and entered into effective this 1st day of August, 2005 the “Effective Date”) by and between Redwood Energy Production, L.P., a Texas limited partnership (“Seller”), and Madisonville Gas Processing, LP, a Colorado limited partnership (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party,” and collectively as the “Parties.” This Agreement is made subject to that Madisonville Field Development Agreement of even date herewith between Buyer and Seller (the “Development Agreement”), and capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Development Agreement.

SUBSCRIPTION AND RENUNCIATION AGREEMENT
Subscription and Renunciation Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Alberta
COMMON STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California
FIRST AMENDMENT TO OPTION TO ACQUIRE LEASES Cook Inlet CBM Project
Geopetro Resources Co • June 30th, 2006 • Oil & gas field exploration services • Alaska

This First Amendment to Option to Acquire Leases (this “Agreement”), effective as of this 20th day of April, 2005 (the “Effective Date”), is by and between GeoPetro Resources Company (“GeoPetro”) and Pioneer Oil Company, Inc. (“Pioneer”). This Agreement completely supersedes and replaces in its entirety that Option to Acquire Leases Cook Inlet CBM Project previously executed by GeoPetro and Pioneer. The term “GeoPetro” shall also include any participant(s) of GeoPetro who desire to acquire interest in the Subject Interests. Subject to the terms hereof, GeoPetro is prepared to acquire Pioneer’s one hundred percent (100%) working interest in the State of Alaska oil and gas leases to be issued to Pioneer in the Cook Inlet Alaskan CBM Project (the “Subject Interests”) which are set forth on Exhibit A attached hereto, and which cover approximately one hundred sixteen thousand eight hundred six and twenty-nine hundredths (116,806.29) acres. GeoPetro may, in its sole discretion, assign this A

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California

This Employment Agreement is dated July 28, 1997 and effective as of July 1, 1997 (the “Effective Date”), between GeoPetro Resources Company (“Company”) and Stuart Doshi (“Executive”).

SUBLEASE
Sublease • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California

THIS SUBLEASE (“Sublease”) is made as of this 1st day of November, 2003, by and between FOLEY & LARDNER LLP, a general partnership organized under the laws of the State of Wisconsin (“Sublessor”) and GEOPETRO RESOURCES COMPANY, a California corporation (“Sublessee”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California

This Employment Agreement is dated April 28, 1998 but is effective as June 1, 1998 (the “Effective Date”), between GeoPetro Resources Company (“Company”) and David V. Creel (“Employee”).

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