OIL AND GAS INVESTMENTS ARE HIGHLY SPECULATIVE SECURITIES WHICH INVOLVE AN EXTREMELY HIGH DEGREE OF RISK.  THERE MAY BE NO PUBLIC MARKET FOR THIS INVESTMENT.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. ANY SECURITIES THAT MAY BE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

ANY information provided will be relied upon in connection with the determination as to whether you meet the standards imposed by Rule 506 promulgated under the Act, since ANY Interests offered haS not been and will not be registered under the Act and are being sold in reliance upon the exemption provided by Section 4(2) of the Act.  All information supplied wOULD be treated in confidence, except that such parties as deemed appropriate or necessary to establish that the sale of the Interests will not result in violation of the exemption from registration under the Act which is being relied upon in connection with the sale of ANY Interests.

ANY INTEREST OFFERED HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, (THE "ACT"), OR REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN APPLICABLE STATUTES.  THE SALE OR OTHER DISPOSITION OF ANY INTEREST IS RESTRICTED, AND THE EFFECTIVENESS OF ANY SUCH SALE OR OTHER DISPOSITION MAY BE CONDITIONED UPON RECEIPT BY THE PARTICIPANT OF AN OPINION OF COUNSEL SATISFACTORY TO THE PARTICIPANT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND OTHER APPLICABLE STATUTES. IN CONNECTION WITH ACQUIRING ANY INTEREST, THE PARTICIPANTS WILL REPRESENT THAT THEY WILL NOT SELL OR OTHERWISE DISPOSE OF THE INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER.  ANY SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONER, AND NEITHER THE COMMISSION NOR ANY STATE SECURITIES COMMISSIONER HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.