0001144204-07-047340 Sample Contracts

BILL OF SALE AND ASSIGNMENT OF CONTRACTUAL RIGHTS
Chancellor Group Inc/ • August 30th, 2007 • Crude petroleum & natural gas

THIS BILL OF SALE AND ASSIGNMENT OF CONTRACTUAL RIGHTS (the “Bill of Sale”) is made and entered into as of the 9th day of August 2007, by and among CHANCELLOR GROUP, INC., a Nevada corporation, whose address is 216 S. Price Road, Pampa, Texas 79065 ("Chancellor"), GRYPHON PRODUCTION COMPANY, LLC, a Texas limited liability company, whose address is P.O. Box 742, Pampa, Texas 79066 ("Gryphon Production"), and GRYPHON FIELD SERVICES, LLC, a Texas limited liability company, whose address is P.O. Box 742, Pampa, Texas 79066 ("Gryphon Field Services") (collectively, with Chancellor and Gryphon Production, individually and collectively, the “Seller”), and CAPWEST RESOURCES, INC., a Texas corporation, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Purchaser”). The Seller and the Purchaser are sometimes hereinafter collectively referred to as the “Parties”.

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MODIFICATION OF MULTIPLE ADVANCE TERM NOTE
Chancellor Group Inc/ • August 30th, 2007 • Crude petroleum & natural gas

WHEREAS, heretofore and under date of April 13, 2007, CHANCELLOR GROUP, INC., GRYPHON PRODUCTION COMPANY, LLC. and GRYPHON FIELD SERVICES, LLC (hereafter called the "Borrower") made, executed and delivered to WESTERN NATIONAL BANK, one certain Multiple Advance Term Note in the original principal amount of $5,000,000.00, with a current balance of $2,300,000.00 payable at maturity, including any and all accrued interest, bearing interest at the rate therein provided, with a final maturity of April 15, 2010; and

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 30th, 2007 • Chancellor Group Inc/ • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 9th day of August 2007, by and among CHANCELLOR GROUP, INC., a Nevada corporation, whose address for purposes of this Agreement is 216 S. Price Road, Pampa, Texas 79065 (“Chancellor”), GRYPHON PRODUCTION COMPANY, LLC, a Texas limited liability company, whose address for purposes of this Agreement is P. O. Box 742, Pampa, Texas 79066 (“Production”), and GRYPHON FIELD SERVICES, LLC, a Texas limited liability company, whose address for purposes of this Agreement is P. O. Box 742, Pampa, Texas 79066 (“Field Services”)(Chancellor, Production, and Field Services being collectively referred to herein as the “Borrowers”), and CAPWEST RESOURCES, INC., a Texas corporation, whose address for purposes of this Agreement is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the ALender@).

FIRST MODIFICATION AND AMENDMENT TO ADVANCING LINE OF CREDIT/TERM NOTE
Chancellor Group Inc/ • August 30th, 2007 • Crude petroleum & natural gas

THIS FIRST MODIFICATION AND AMENDMENT TO ADVANCING LINE OF CREDIT/TERM NOTE (this “Modification”) is entered into as of the 9th day of August 2007, by and among CHANCELLOR GROUP, INC., a Nevada corporation, whose address for purposes of this Agreement is 216 S. Price Road, Pampa, Texas 79065 (“Chancellor”), GRYPHON PRODUCTION COMPANY, LLC, a Texas limited liability company, whose address for purposes of this Agreement is P. O. Box 742, Pampa, Texas 79066 (“Production”), and GRYPHON FIELD SERVICES, LLC, a Texas limited liability company, whose address for purposes of this Agreement is P. O. Box 742, Pampa, Texas 79066 (“Field Services”)(Chancellor, Production, and Field Services being collectively referred to herein as the “Maker”), and CAPWEST RESOURCES, INC., a Texas corporation, whose address for purposes of this Agreement is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the ALender@).

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