Boone Uses in Independent Representation Clause

Independent Representation from Separation Agreement and Release

This Separation Agreement and Release (this Agreement) is entered into by Cano Petroleum, Inc., a Delaware corporation (the Company), Resaca Exploitation, Inc., a Texas corporation (Resaca), and Benjamin L. Daitch (Executive) as of September 29, 2009. The Company and Executive are collectively referred to herein as the Parties and Resaca joins in this Agreement solely for the purposes set forth in Section 3(b), Section 7, and Section 27 and shall not be considered a Party for any other purpose. This Agreement cancels and supersedes all prior agreements relating to Executives employment with the Company, except as provided in this Agreement.

Independent Representation. Executive acknowledges and agrees that he is not relying on any Released Party and any of their advisors, including, without limitation, Haynes and Boone, LLP and Thompson & Knight LLP, for advice, including with respect to tax or legal matters, that he has been advised by the Company to consult advisors of his choice prior to executing this Agreement, and that he shall be solely responsible for all taxes due with respect to any payments made to Executive pursuant to this Agreement, including, without limitation, taxes due under Code Section 280G and/or Code Section 409A, if any.

Independent Representation from Separation Agreement and Release

This Separation Agreement and Release (this Agreement) is entered into by Cano Petroleum, Inc., a Delaware corporation (the Company), Resaca Exploitation, Inc., a Texas corporation (Resaca), and Benjamin L. Daitch (Executive) as of September 29, 2009. The Company and Executive are collectively referred to herein as the Parties and Resaca joins in this Agreement solely for the purposes set forth in Section 3(b), Section 7, and Section 27 and shall not be considered a Party for any other purpose. This Agreement cancels and supersedes all prior agreements relating to Executives employment with the Company, except as provided in this Agreement.

Independent Representation. Executive acknowledges and agrees that he is not relying on any Released Party and any of their advisors, including, without limitation, Haynes and Boone, LLP and Thompson & Knight LLP, for advice, including with respect to tax or legal matters, that he has been advised by the Company to consult advisors of his choice prior to executing this Agreement, and that he shall be solely responsible for all taxes due with respect to any payments made to Executive pursuant to this Agreement, including, without limitation, taxes due under Code Section 280G and/or Code Section 409A, if any.