0001299967-05-000003 Sample Contracts

JMG Exploration, Inc. Units UNDERWRITING AGREEMENT
Underwriting Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • New York

In connection with an initial public offering (the “Offering”) of Units (as defined below) of JMG Exploration, Inc., a Nevada corporation (the “Company”), the Company proposes to issue and sell to Gilford Securities Incorporated (the “Underwriter” or “you”) pursuant to this Underwriting Agreement (the “Agreement”) 1,900,000 Units, with each Unit consisting of one share of common stock, $0.001 par value (“Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock at $5.00 per share (collectively, the “Primary Offering Units”). The date on which the Securities and Exchange Commission (the “Commission”) shall declare the Registration Statement (as defined below) of the Company effective under the Securities Act of 1933, as amended (the “Act”), shall be the “Effective Date.” In addition, the Company proposes to grant to the Underwriter the option referred to in Section 2(b) to purchase all or any part of an aggregate of 285,000 additional Units (the “Over-Allotment U

LOCK-UP AGREEMENT
Lock-Up Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • New York

The undersigned (the "Securityholder") understands that Gilford Securities Incorporated (the "Underwriter") has entered into a letter of intent (the "Letter of Intent") with JMG Exploration, Inc. (the "Company"), pursuant to which the Underwriter confirmed its intent to act as the managing underwriter in connection with a proposed public offering (the "Offering") of shares of common stock ("Common Stock") to be issued by the Company.

GENERAL SECURITY AGREEMENT
General Security Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas
EXPLORATION AND DEVELOPMENT AND CONVEYANCE AGREEMENT (WESTON COUNTY, WYOMING) (CARBON COUNTY, UTAH)
Exploration and Development and Conveyance Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • Colorado

THIS EXPLORATION AND DEVELOPMENT, AND CONVEYANCE AGREEMENT (“Agreement”), is entered into, and is effective as of the Effective Date, by and between JMG EXPLORATION, INC., a Nevada corporation, (“JMG”) whose address is Suite 2600, 500 4th Avenue SW, Calgary, AB, T2P 2V6, and; FELLOWS ENERGY, LTD., a Nevada corporation, (“Fellows”) whose address is 370 Interlocken Boulevard, Suite 400, Broomfield, CO 80021. JMG and Fellows may sometimes be referred to collectively as “Parties.” Fellows may sometimes be referred to as “Seller.” JMG may sometimes be referred to as “Buyer.”

AMENDED AND RESTATED AGREEMENT OF BUSINESS PRINCIPLES
Agreement of Business • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • Alberta

THIS AGREEMENT made effective as of the 1st day of September, 2003 between Enterra and JED and effective as of the 1st day of August, 2004 among Enterra, JED and JMG.