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~= Agreement - Merif/Everist -Lohmann Property 3. Everist agrees to mine for the sand and gravel reserves no closer than 90 feet from Merit's three wells and the existing production facilities which service the three wells, and then backfill to give Merit at least a 150-foot radius around them. 4. Everist agrees to compact the backfilled areas to ensure their stability and adequacy for support of the movement and temporary placement of Merit's equipment for work-over and repair of existing wells. 5. Everist agrees to accept the cost of building and maintaining access roads to the wells and production facility. The access roads will run directly west of the existing wells and the production facility to the western boundary of the Lohmann Property, then due north along said boundary to the access point on Weld County Road 26. A connecting access will be built and maintained by Everist between the Coors Fee 6-6 Well and the Coors Fee 22-6 Well. 6. Merit agrees to accept the cost of relocating the pipelines and to relocate the existing pipelines under the aforementioned access roads. Merit agrees to place the pipeline for the Coors Fee 22-6 Well under the aforementioned connecting access for said well. 7. If Everist breaches any of its obligations specified under this Agreement, and said breach causes adverse impacts to Merit's operations on the Lohmann Property, Everist hereby agrees to indemnify and hold Merit harmless from and against any and all losses, claims, costs, and expenses incurred by Merit as a direct result of such breach, including attorney's fees and expert witness fees, by making such alterations and repairs to its sand and gravel operations as may be necessary to eliminate or mitigate, to the extent possible, the adverse impact and by paying Merit such sums as are necessary to compensate Merit for the value of any delayed production and damages to any of Merit's improvements or equipment as a direct result of such breach. 8. If Merit breaches any of its obligations specified under this Agreement, and said breach causes adverse impacts to Everist's operations on the Lohmann Property, Merit hereby agrees to indemnify and hold Everist harmless from and against any and all losses, claims, costs, and expenses incurred by Everist as a direct result of such breach, including attorney's fees and expert witness fees, by making such alterations and repairs to its oil and gas production operations as may be necessary to eliminate or mitigate, to the extent possible, the adverse impact and by paying Everist such sums as are necessary to compensate Everist for damages to any of Everist's improvements or equipment as a direct resull of such breach. 9. Neither party shall be liable to the other party for consequential, incidental, punitive, or indirect damages, or any similar economic losses. 10. Termination -This Agreement will terminate when either Everist or Merit concludes its operations on the Lohmann Property and both parties have satisfied their respective obligations existing at that time. Should either Everist or Merit terminate this Agreement, Notice should be given by the party terminating the Agreement to the other party a minimum of thirty (30) days before the termination occurs. 11. Assignment -This Agreement may not be assigned in whole or in part by either Everist or Merit without the written consent of the other party. Such consent shall not be reasonably withheld, conditioned, or delayed. LM/lOH-meritagreemant-2001 2