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EXPLORATION AND PROSPECT DRILLING AGREEMENT <br />Made as of this I( day of July, 2008 ("Effective Date") <br />This EXPLORATION AND PROSPECT DRILLING AGREEMENT ("Agreement"), is made <br />by and between C & NM Ranch, LP, Box 226, Fairfield, TX 75840, Hill Ranch, Ltd., 3794-C <br />Highway 67 W, Glen Rose, TX 76043 and MGP Mineral Enterprises LLLP, 2615 Oak Drive #8, <br />Lakewood, CO 80215 (together "LICENSOR") and COLORADO COAL RESOURCES, LLC with <br />an address of 701 Market Street, Ste. 832, St. Louis, MO 63101 ("LICENSEE"). In consideration <br />of the sum of $10.00, the receipt of which LICENSOR hereby acknowledges, and in further <br />consideration of the mutual covenants set forth below, LICENSOR and LICENSEE agree as <br />follows: <br />Exploration Rights. LICENSOR grants LICENSEE or its agents or subcontractors, for the <br />term of this Agreement, the nonexclusive right to enter the lands depicted or described on <br />Exhibit "A" attached hereto and incorporated herein by reference (the "Property"), from time <br />to time, to prospect for, drill, take core samples, survey, and otherwise evaluate coal (and <br />other minerals and strata necessary or convenient to evaluate the coal) underlying the <br />surface of the Property. LICENSEE shall also have the nonexclusive right to perform all <br />studies necessary or convenient to obtain governmental approvals and permits necessary <br />for coal exploration and related operations. Exploration activities that may occur on the <br />Property are described in Exhibit "B" attached hereto and incorporated herein by reference. <br />2. Indemnity and Insurance. LICENSEE shall fully indemnify, defend and save LICENSOR <br />free and harmless against any and all claims, damages, loss and expense, including <br />attorney's fees and other legal expenses, by reason of liability imposed or claimed to be <br />imposed by law upon the LICENSOR for damage because of bodily injuries (including <br />death at any time resulting therefrom) or on account of damage to property sustained by <br />any person or persons arising out of or in consequence of LICENSEE's use of the Property <br />described in this Agreement whether or not such bodily injuries, death or damage to <br />property arise or are claimed to have arisen in whole or in part out of the negligence or any <br />other grounds of legal liability, but excluding, however, any liability caused by the sole <br />negligence or willful misconduct of the employees or agents of LICENSOR. Without <br />limiting the foregoing, LICENSEE shall maintain in force the following insurance; <br />(a) If LICENSEE has any employees (whether full or part time), Workers' <br />Compensation Coverage, Traumatic Injury (including death) and Occupational <br />Disease Disability insurance in accordance with the laws of the state in which the <br />Property is located for all employees located on the Property; and <br />(b) Comprehensive General Liability and Property Damage insurance (including <br />contractual coverage) with bodily injury limits of $2,000,000.00 per person and <br />$2,000,000.00 aggregate and property damage with a limit of $1,000,000.00 <br />aggregate; and <br />(c) Accident insurance covering each participant in an amount of $1,000,000.00 per <br />person and aggregate.