CRUDE OIL MARKETING AND DISTRIBUTION AGREEMENT

This Crude Oil Marketing and Distribution Agreement (the "Agreement") is made as of ________, 2009, by and between [COMPANY] (“Buyer”), and _________ Company Name, an Insert State & what type of company (“Seller”).

RECITALS:

WHEREAS, Seller and/or one or more of its affiliates intends to build a Crude Oil production facility, which will be owned and operated by Seller (the “Plant”).

WHEREAS, Seller has agreed to sell to Buyer, and Buyer has agreed to buy from Seller all (100%) of the Crude Oil to be produced from the Plant on the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants and conditions contained herein, Seller and Buyer agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

The definitions in this Article apply to the capitalized terms used in this Agreement. Any word, phrase or expression that is not defined in this Agreement and that has a generally accepted meaning in the custom and usage in the Crude Oil industry in the United States shall have that meaning in this Agreement.

“ASTM 4806” shall be defined on Schedule A.

”Buyer” means [COMPANY], a ________, Limited Liability Company.

“Commission” means for each Net Gallon that Buyer purchases under this Agreement; 1.25% of the net purchase price for railcars and 1.50% for trucks as defined in Section 7.1 for volume produced from the Plant.

"Crude Oil" means ______________

“Date of First Delivery” means the date when Crude Oil is produced at the Plant and is available for Delivery to Buyer under this Agreement.