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AUG-24-99 04:46PM FROM-ABRAXAS EXEC/ACCOUNTING 210-490-8816 T-346 P.OZ/22 F-623 <br />ec,_ <br />ABRAXAS PETROLEUM CORPORATION <br />(a Nevada Corporation) <br />WNUTES OF THE REGULAR MEETING <br />OF THE BOARD OF DIRECTORS <br />MAY 21 AND 1AAY 2Z 1998 <br /> <br />A regular meeting of the Board of Directors of Abraxas Petroleum Corporation, a Nevada <br />corporation (the Company), was held on Thursday, May 21, 1996, and Friday. May 22, 1998, <br />beginning at 12 noon on May 21, 1998, at the Company's headquarters in San Antonio, Texas- The <br />meeting was called to order- All directors were !resent with the exception of FranK Burke. <br />Robert L G. VYWson was Chairman of me meeting and Chris E. Will ford acted as Secretary <br />of the meeting. The minutes of the March 25 and March 26, 19W regularly scheduled mewing were <br />approved. <br />.?i <br />i Mr. Watson began the meeting by informing the Board of his ongoing disc; ss+ons with <br />Robert Carington oorcerning potential employrnem with the Company. After lengthy disc orlon, the <br />Board approved terms of employment of Mr. Cadrigton as detailed on the attached schodule. The <br />Board also elected Mr. Carington as a recto to serve until he will stand for reelection by <br />shareholders at the 1999 annual muting. <br />Chris Williford led a discussion on the current inventory of legal matters in which the <br />Company is involved including the recent adjustments to me jury award in the Homburg/Hauler <br /> <br />matter. A written summary of performance bonus goals for both ADraxas and Grey Wolf (Cascade) <br />for 1898 was presented and discussed. _ ::: a <br />Mr. wiiitiford led a discussion of the first quarter 1995 results as compared to the first quarter. <br />of 1997 and projections for the remainder of 1998. Capital spending projections for 1998 were, <br />presented with the Board's continuing understanding that some of the ou pr*= will be postponed <br />until later this year, or beyond. due to the current pric® of oil. An analysis of the Company's U S. <br />swerves generated from an in-house engineering report was CPS* issed along with associated ding <br />Test issues.