8-K

               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549



                            FORM 8-K


              Pursuant to Section 13 or 15(d) of
              The Securities Exchange Act of 1934


                         JULY 10, 2000


           DELTA PETROLEUM CORPORATION
     (Exact name of registrant as specified in its charter)



       Colorado                 0-16203             84-1060803
     (State  of               Commission        (I.R.S. Employer
    Incorporation)             File No.         Identification No.)



        Suite 3310
        555 17th Street
        Denver, Colorado                           80202
 (Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code: (303)  293-9133


ITEM 2.   ACQUISITION OF ASSETS

    On  July 10, 2000, Delta Petroleum Corporation ("Delta"  or  the
"Company")  and  its assignee (see below) paid $7,490,000  to  Whiting
Petroleum  Corporation ("Whiting") under a purchase and sale agreement
dated  June  1, 2000 ("Purchase and Sale Agreement").  A copy  of  the
Purchase  and Sale Agreement is attached as Exhibit 10.1.   Under  the
Purchase and Sale Agreement, Delta is acquiring interests in producing
wells  and  acreage located in the Eland and Stadium fields  in  Stark
County,  North Dakota.  The July 10, 2000 payment resulted in the
acquisition by Delta and its assignee of 67%  of the ownership interest
in each property to  be  acquired  under  the Purchase  and  Sale
Agreement.  A payment  of  $3,690,000,  less  net production  revenues
accrued from February 1, 2000, is  due  September 29, 2000 to
purchase the remaining ownership interest in each property.

           As  part of a financing arrangement, Delta agreed to assign
50%  of  its rights under the Purchase and Sale Agreement to Sovereign
Holdings, LLC ("Sovereign").  Sovereign agreed to pay 50% of the  cash
portion of the purchase price and assumed and agreed to perform 50% of
the  obligations of Delta under the Purchase and Sale Agreement on and
after the assignment date.  Hexagon Investments, LLC, ("Hexagon"),  an
affiliate  of  Sovereign,  loaned Delta $3,795,000  to  cover  Delta's
portion  of  the  July 10, 2000 payment for its 50% of the  properties
under the Purchase and Sale Agreement plus a loan origination fee.  To
induce  Hexagon  to  make the loan to Delta, Aleron  H.  Larson,  Jr.,
Delta's  Chairman  and  CEO, and Roger A. Parker,  Delta's  President,
agreed to personally guarantee the repayment of the Hexagon loan.  The
financing  arrangement was evidenced by the following documents  dated
July  10,  2000,  copies of which are incorporated herein  as  Exhibit
10.2:  Partial  Assignment  of  Contract;  Collateral  Assignment   of
Purchase  and  Sale  Agreement; Letter Agreement  re:  loan;  Estoppel
Certificate and Agreement; Promissory Note; and Guarantee Agreement.

ITEM 5.   OTHER EVENTS

A.    On  June  30,  2000, the Company completed the sale  of  258,621
shares   of  its  restricted  common  stock  in  a  private   offshore
transaction  to Bank Leu, AG of Zurich, Switzerland for $750,000  U.S.
under  SEC Regulation S.  A fee of $75,000 was paid to an unaffiliated
individual,  non-U.S. citizen, as consideration for  his  efforts  and
consultation  related  to the transaction.   In  addition  options  to
purchase  100,000 shares of Delta common stock at $2.50 per share  and
100,000  shares at $3.00 per share for one year were issued to Pegasus
Finance Limited, an affiliate of Globemedia A.G., as consideration for
its  efforts and consultation related to the transaction.  A  copy  of
the  Investment  Representation Agreement is  incorporated  herein  as
Exhibit 99.1.

B.    Pursuant to a preliminary agreement dated June 10, 2000, on July
21, 2000, Delta and Swartz Private Equity, LLC ("Swartz") entered into
a definitive agreement entitled "Investment Agreement" whereby Swartz has given
a  firm commitment to allow Delta to issue to Swartz up to a total  of
$20,000,000 of its common stock over three years from time to time  as
often  as monthly in amounts based upon certain market conditions  and
at  prices based upon market prices for Delta common stock at the time
of   issuance.   Copies  of  the  Investment  Agreement  and   related
agreements  are incorporated herein as Exhibit 99.2.  As consideration
Swartz  has  received  certain warrants  and  may  receive  additional
warrants to purchase Delta common stock as described in the copies  of
the agreements and documents contained in Exhibit 99.2.   A warrant to
purchase  150,000 shares of Delta common stock at $3.00 per share  for
five   years   was   issued  to an unaffiliated company as consideration
for  its  efforts  and  consultation  related  to potential financing
alternatives and this transaction. Proceeds  will  be  used  for   property
acquisitions, debt reduction and working capital.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

      Proforma financial information and any exhibits required will be
filed by amendment to this Form 8-K within 60 days.

     10.1  Purchase  and  Sale Agreement dated June  1,  2000  between
     Whiting Petroleum Corporation and Delta Petroleum Corporation.

     10.2  Documents and Agreements dated July 10, 2000 between  Delta
     Petroleum Corporation and Hexagon Investments, Inc. and/or Sovereign
     Holdings, LLC related to financing arrangements:

               -Partial Assignment of Contract;
               -Collateral Assignment of Purchase and Sale Agreement;
               -Letter Agreement re: loan;
               -Estoppel Certificate and Agreement;
               -Promissory Note;
               -Guarantee Agreement

     99.1 Investment Representation Agreement between Bank Leu, A.G. and
          Delta Petroleum Corporation dated June 30, 2000.

     99.2 Investment  Agreement  dated July  21,  2000  between  Delta
          Petroleum  Corporation and Swartz Private  Equity,  LLC  and
          related agreements.

      Pursuant to the requirements of the Securities and Exchange  Act
of  1934,  the Registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.


                                  DELTA PETROLEUM CORPORATION
                                   (Registrant)

Date:  July 24, 2000              By:s/Aleron H. Larson, Jr.
                                       Aleron H. Larson, Jr.
                                        Chairman/C.E.O.


                          INDEX TO EXHIBITS

(1)  Underwriting Agreement.  Not applicable.

(2)  Plan of Acquisition, Reorganization, Arrangement, Liquidation  or
     Succession.  Not applicable.

(3)  (i)  Articles of Incorporation. Not applicable.
     (ii) Bylaws. Not applicable.

(4)  Instruments  Defining the Rights of Security  Holders,  including
     Indentures.  Not applicable.

(5)  Opinion: re: Legality.  Not applicable.

(6)  Opinion: Discount on Capital Shares.  Not applicable.

(7)  Opinion: re: Liquidation Preference. Not Applicable.

(8)  Opinion: re: Tax Matters.  Not Applicable.

(9)  Voting Trust Agreement.  Not Applicable.

(10) Material Contracts. Not Applicable.

     10.1 Purchase and Sale Agreement dated June 1, 2000 between Whiting
     Petroleum Corporation and Delta Petroleum Corporation.

     10.2  Documents and Agreements dated July 10, 2000 between  Delta
     Petroleum Corporation and Hexagon Investments, LLC and/or Sovereign
     Holdings, LLC related to financing arrangements:

               -Partial Assignment of Contract;
               -Collateral Assignment of Purchase and Sale Agreement;
               -Letter Agreement re: loan;
               -Estoppel Certificate and Agreement;
               -Promissory Note;
               -Guarantee Agreement

(11) Statement re: Computation of Per Share Earnings.
      Not Applicable.

(12) Statement re: Computation of Ratios.  Not Applicable.

(13) Annual Report to Security Holders, etc. Not Applicable.

(14) Material Foreign Patents.  Not Applicable.

(15) Letter re: Unaudited Interim Financial Information.
     Not Applicable.

(16) Letter re: Change in Certifying Accountant.
     Not applicable.

(17) Letter re: Director Resignation.  Not applicable.

(18) Letter re: Change in Accounting Principles.  Not Applicable.

(19) Report Furnished to Security Holders.  Not Applicable.

(20) Other Documents or Statements to Security Holders.
     Not applicable.

(21) Subsidiaries of the Registrant.  Not Applicable.

(22) Published Report Regarding Matters Submitted to Vote of Security
     Holders.  Not Applicable.

(23) Consents of Experts and Counsel.  Not applicable.

(24) Power of Attorney. Not applicable.

(25) Statement of Eligibility of Trustee.  Not Applicable.

(26) Invitations for Competitive Bids.  Not Applicable.

(27) Financial Data Schedule.  Not Applicable.

(99) Additional Exhibits.

     99.1  Investment Representation Agreement between Bank Leu, A.G. and
     Delta Petroleum Corporation dated June 30, 2000.

     99.2    Investment  Agreement dated July 21, 2000  between  Delta
     Petroleum Corporation and Swartz Private Equity, LLC and  related
     agreements.

EX-10.1

                   PURCHASE AND SALE AGREEMENT





            WHITING PETROLEUM CORPORATION, as Seller

                               and


              DELTA PETROLEUM CORPORATION, as Buyer


                    Dated as of June 1,  2000



                   PURCHASE AND SALE AGREEMENT


      This Purchase and Sale Agreement (this "Agreement") is made
and entered into as of this 1st day of June, 2000, by and between
WHITING  PETROLEUM  CORPORATION, a  Delaware  corporation,  whose
address  is  1700  Broadway, Suite 2300, Denver, Colorado  80290,
("Seller")   and   DELTA   PETROLEUM  CORPORATION,   a   Colorado
corporation,  whose address is 3310 QWest Tower, 555  Seventeenth
Street, Denver, Colorado 80202 ("Buyer").  Capitalized terms used
in this Agreement shall have the meanings set forth in Appendix A
attached hereto.

                            RECITALS

     A.   Seller acquired certain undivided interests in the oil and
          gas units described in Schedule I attached hereto (collectively,
          the "Units") pursuant to the following instruments (collectively,
          the "Assignments"):

          (i)  Assignment, Bill of Sale and Conveyance, effective as of
               February 1, 2000, by Duncan Oil Partners to Seller;
          (ii) Assignment, Bill of Sale and Conveyance, effective as of
               February 1, 2000, by Raymond T. Duncan Oil Properties, Ltd. to
               Seller; and
         (iii) Assignment, Bill of Sale and Conveyance, effective as
               of February 1, 2000, by KO-OP XVI RTD to Seller.

     B.   Seller desires to sell to Buyer and Buyer desires to
          purchase from Seller a fifty percent (50%) undivided interest in
          the interests in the Units that Seller acquired pursuant to the
          Assignments and in the other rights and assets relating thereto.

     C.   Schedule I sets forth the working and net revenue interests
          in the Units Seller desires to sell to Buyer and Buyer desires to
          purchase from Seller upon the terms and conditions set forth in
          this Agreement.

     D.   There are specifically excluded from this Agreement any
          other interests in the Units held by Seller on the date hereof
          that were not acquired pursuant to the Assignments.

                            AGREEMENT

     NOW, THEREFORE, for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby agree as follows:

                            ARTICLE I
                        PURCHASE AND SALE

          1.1  Purchase and Sale.  Buyer hereby agrees to
purchase from Seller, and Seller hereby agrees to sell, transfer,
assign and convey to Buyer, a fifty percent (50%) undivided
working interest (the "Assigned Interest") in the following
properties, rights and assets (the "Interests"):

               (a)  the undivided interests of Seller in the
Units as specifically described on Exhibit A attached hereto and
made a part hereof;

               (b)  the undivided interests in the leasehold
estates created by the leases, licenses, permits and other
agreements described in  Exhibit A (the "Leases"), insofar as the
Leases cover and relate to the land described in Exhibit A (the
"Land"), and only insofar as such interests were acquired by
Seller pursuant to the Assignments;

               (c)  Identical undivided interests in the
fixtures, personal property and equipment located on the Land or
used in the operation thereof including, without limitation, the
wells, well equipment, casing, tanks, boilers, buildings, tubing,
pumping units, motors, pipelines, gathering lines, power lines,
and all other machinery, equipment, ancillary facilities and
improvements used in the operation thereof (all of the foregoing
are collectively referred to herein as "Related Assets");

               (d)  Seller's rights and obligations arising after
the Effective Time (including, without limitation, any calls or
other preferential rights to purchase production) under any
contracts, permits, licenses, servitudes, easements, rights-of-
way, orders, gas purchase and sales agreements, crude oil
purchase and sales agreements, surface leases, farmin agreements,
farmout agreements, bottom hole agreements, acreage contribution
agreements, operating agreements, unit agreements, processing
agreements, options, and leases of equipment or facilities which
are appurtenant to or used in connection with the ownership or
operation of the Land and the Related Assets, insofar and only
insofar as the same are to be assigned pursuant to this
Agreement, or with the production, treatment, sale or disposal of
water, hydrocarbons or associated substances from the Land and
the Related Assets, insofar and only insofar as the same are to
be assigned pursuant to this Agreement; and

               (e)  Copies of all files, records or data owned by
or in the possession or control of Seller or any affiliate of
Seller and directly relating to or associated with the Land or
the Related Assets, insofar and only insofar as the same are to
be assigned pursuant to this Agreement, including, but not
limited to all land, lease, well, division and transfer orders,
prospect and title files and records, geological, pressure data,
decline curves and other related matters, but insofar and only
insofar as the same are directly related to the Land and only to
the extent the transfer thereof is not prohibited by existing
contractual obligations with third parties.

          1.2  Effective Time.  The effective time and date of
the transfer of the Interests shall be as of 7:00 A.M., local
time at the location of the affected real property, February 1,
2000 (the "Effective Time").


                           ARTICLE II
                         PURCHASE PRICE

          2.1  Purchase Price.  The purchase price for the
Interests shall be (i) 90,000 shares of Buyer's restricted common
stock, and (ii) Eleven Million One Hundred Eighty Thousand
Dollars ($11,180,000.00), herein called the "Purchase Price,"
payable pursuant to Sections 2.2 and 2.3  below and subject to
adjustment pursuant to Section 2.4 below.

          2.2  Common Stock.  Following the execution of this
Agreement, Buyer shall issue and deliver to Seller 90,000 shares
of its restricted common stock (the "Common Stock") which shall
be subject to the registration rights set forth in Section 10.16.

          2.3  Promissory Note.

          (a)  Following the execution of this Agreement, Buyer shall
execute and deliver to Seller a non-interest bearing promissory
note, in the form attached hereto as Exhibit B (the "Promissory
Note"), in the principal amount of Eleven Million One Hundred
Eighty Thousand Dollars ($11,180,000.00), payable in two
installments of  Seven Million Four Hundred Ninety Thousand
Dollars ($7,490,000) on July 10, 2000 (the "First Installment
Payment") and Three Million Six Hundred Ninety Thousand Dollars
($3,690,000), as adjusted hereunder, on September 29, 2000 (the
"Second Installment Payment").  The Promissory Note will be Non-
Recourse to Buyer.

          (b)  For purposes of this Agreement, "Non-Recourse"
shall mean that neither Seller nor its successors or assigns nor
any holder or holders of the indebtedness represented by the
Promissory Note will have any claim, remedy or right to proceed
(at law or in equity) against Buyer for the payment of any
deficiency or any other sum or performance of any right or
obligation of any nature whatsoever under this Agreement from any
source other than the Assigned Interest and the Common Stock, for
the payment of such indebtedness or the satisfaction of any such
liability or for the satisfaction of any obligation by the Buyer
to the Seller whether sounding in contract, tort or otherwise.
Nothing contained herein will limit or impair the rights of the
holder of the Promissory Note to accelerate the maturity of the
debt during the continuance of an event of default or to bring
suit and obtain a judgment on the debt, provided, however the
satisfaction of such judgment is limited solely to the Assigned
Interest and Common Stock.

               The following procedures shall apply with respect
to the Promissory Note:

               (1)  If Buyer fails to make the First Installment
Payment, this Agreement shall terminate without further
obligation by either Party to the other Party; provided, however,
that Seller shall retain the Common Stock delivered pursuant to
Section 2.2 and shall have the registration rights provided in
Section 10.16 hereof unless Buyer's failure to make the First
Installment Payment is due to:

                (i) a  condemnation loss in excess of twenty
percent (20%) of the unadjusted Purchase Price as provided in Section 5.5;
               (ii) the exercise of a preferential right by a third party as
provided in Section 5.6; or
              (iii) Seller's parent company failing to grant its timely
approval of this transaction in accordance with Section 9.1(c)(v).

      In  any such event (i), (ii) or (iii), the Promissory  Note
and  the Common Stock (if delivered to Seller) shall be forthwith
returned to Buyer.

               (2)  If Buyer makes the First Installment Payment, but fails
to make the Second Installment Payment, Seller shall retain the
First Installment Payment and the Common stock and shall convey
to Buyer at Closing sixty-seven percent (67%) of the Assigned
Interests pursuant to Section 7.3 hereof.

               (3)  If Buyer makes the First Installment Payment
and the Second Installment Payment, as adjusted hereunder, Seller
shall convey to Buyer at Closing one hundred percent (100%) of
the Assigned Interest in the Interests.

          2.4  Adjustments to Purchase Price.

               (a)  The Second Installment Payment of the
Purchase Price shall be adjusted upward by the Assigned
Interest's share of the following:

                    (1)  The value of all merchantable, allowable
oil or condensate in storage above the pipeline connection at the
Effective Time that is credited to the Interests, such value to
be the weighted average price received by Seller during the month
of February in each field less taxes deducted by the purchaser;

                    (2)  The amount of all expenditures
(including without limitation royalties, overriding royalties,
rentals and other charges and ordinary operating expenses and
COPAS overhead charges billed under applicable operating
agreements), if any, that are, in accordance with generally
accepted accounting principles, attributable to Seller's
ownership in the Interests for times after the Effective Time and
are paid by Seller in connection with the operation of the
Interests; and

                    (3)  Any other amount agreed upon by Seller
and Buyer.

               (b)  The Second Installment Payment of the
Purchase Price shall be adjusted downward by the Assigned
Interest's share of the following:

                    (1)  The amount of the proceeds, if any,
received by Seller attributable to the Interests and that are, in
accordance with generally accepted accounting principles,
attributable to production occurring during the period of time
after the Effective Time;

                    (2)  An amount equal to all unpaid expenses,
burdens and obligations (including without limitation royalties,
overriding royalties, rentals and other charges) which, in
accordance with generally accepted accounting principles, accrue
or are attributable to the Interests prior to the Effective Time;

                    (3)  An amount equal to the value of uncured
Title Defects, as determined pursuant to Section 5.4(c) below;

                    (4)  The amount equal to the value of any
Interest affected by a requirement for consent to assign
described on Schedule 3.1(i), where the required consent to
assign has not been obtained by Closing; and

                    (5)  Any other amount agreed upon by Seller
and Buyer.

               (c)  Subject to Section 8.1(b), all ad valorem,
property and similar taxes based upon or measured by the value of
the Interests shall be prorated between Seller and Buyer as of
the Effective Time, such proration to be based upon calculations
using the 2000 valuation of the Interests and the tax levy
applicable for 2000, but if the tax levy for 2000 is not
available on or before Closing, based upon the tax levy for the
1999 tax year, and such proration shall be an adjustment to the
Purchase Price at the Closing.


                           ARTICLE III
                 REPRESENTATIONS AND WARRANTIES

          3.1  Representations and Warranties of Seller.  Seller
represents and warrants to Buyer that:

               (a)  Seller is a corporation duly organized and
validly existing under the laws of the State of Delaware and is
duly qualified to carry on its business in North Dakota.

               (b)  Subject to Seller obtaining approval of the
board of directors of Seller's parent company, Alliant Energy
Resources, Inc., to consummate the transactions described herein,
the execution, delivery and performance of this Agreement and the
transactions described herein have been duly and validly
authorized by all requisite corporate action on Seller's part and
this Agreement constitutes a legal, valid and binding obligation
of Seller.

               (c)  The consummation of the transactions
described herein will not violate any provision of Seller's
Articles of Incorporation or Bylaws or result in the breach of
any term or provision of, or constitute a default, or result in
the acceleration of any obligation under, any material contract,
loan agreement, indenture, note, deed of trust, mortgage,
security agreement or any other material agreement or instrument
of any kind to which Seller is a party or is subject.

               (d)  Except as set forth in Schedule 3.1(d), to
Seller's knowledge, there is no suit, action, claim,
investigation, arbitration, administrative proceeding or inquiry
by any person or entity or by any administrative agency or
governmental body pending, or threatened against Seller which has
or may materially and adversely affect its ability to consummate
the transactions contemplated hereby.

               (e)  To Seller's knowledge, Seller is not in
default under any material agreement or material obligation
affecting the Interests to which Seller is a party or by which
Seller or the Interests may be bound.

               (f)  Except as set forth on Schedule 3.1(f), to
Seller's knowledge, Seller has not entered into any contract or
other agreement to deliver oil or gas produced from the Interests
at some future time, including any contract for the sale of oil
or gas, any contract containing a "take or pay" or similar
provision or any contract providing for a production payment.

               (g)  To Seller's knowledge, Seller has paid all ad
valorem, property, production, severance, excise and similar
taxes and assessments based or measured by the ownership of
property or the production of hydrocarbons or the receipt of
proceeds therefrom on the Interests which have become due and
payable prior to the date hereof.

               (h)  To Seller's knowledge, no proposals are
currently outstanding under any operating agreement, and no
commitments exist to make expenditures that would obligate Seller
or Buyer to make expenditures after the Effective Time, other
than routine expenses incurred in the normal operation of the
properties described in Schedule I (the "Properties") and other
than as set forth on Schedule 3.1(h) hereof.  Buyer acknowledges
that normal operation of the Properties includes the drilling and
completing or plugging and abandonment of wells on the
Properties.

               (i)  To Seller's knowledge, Schedule 3.1(i) sets
forth all preferential rights to purchase and requirements for
consents to assign affecting the Interests, other than
governmental consents customarily obtained after conveyance.

               (j)  Seller has not incurred any obligation or
liability, contingent or otherwise for broker's or finders' fees
in connection with this Agreement in respect of which Buyer may
have any responsibility.

               (k)  Seller is not a non-resident alien, foreign
corporation, foreign partnership, foreign trust or foreign estate
alien, as those terms are defined in the Internal Revenue Code of
1986, as amended (the "Code"), and the rules and regulations of
the Internal Revenue Service thereunder.

               (l)  Seller has not intentionally furnished Buyer
with untrue information relating to the Interests, including,
without limitation, information regarding production history and
characteristics, operating and net revenue interests and prices
currently being received for production; provided, however,
Seller has not investigated the accuracy of the facts included in
such information prior to providing it to Buyer.

               (m)  Seller has not caused nor allowed any
mortgage, lien, or other encumbrance to be placed upon or against
the Interests that will not be released at or prior to Closing,
other than (i) liens for taxes and assessments which are not yet
delinquent or (ii) rights under operating agreements or similar
contracts to assert liens against the Interests (but not
including rights which have actually been asserted).

               (n)  To Seller's knowledge, as of the Effective
Time, Seller was not obligated to deliver from the Interests any
make-up or other volumes of oil, gas or other hydrocarbons on
account of any gas balancing or similar obligations without then
or thereafter being entitled to full payment therefor.

               (o)  To Seller's knowledge (i) all of the Leases
are in full force and effect, (ii) Seller is not in material
breach or default with respect to any of its material obligations
pursuant to any such Lease,  and (iii) all  payments due
thereunder by Seller have been timely paid and Seller has
received no notice of default thereunder.

               (p)  Except as set forth herein or in the
assignment to be executed at Closing, Seller expressly denies all
warranties of title with respect to the Interests, either
express, implied or statutory.  All title review matters and
remedies are governed by Section 5.4 hereof.  EXCEPT AS SET FORTH
HEREIN, BUYER EXPRESSLY ACKNOWLEDGES THAT THE RELATED ASSETS ARE
BEING SOLD AND PURCHASED ON AN "AS IS, WHERE IS" BASIS.  BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE AND
SHALL NOT BE DEEMED TO HAVE MADE, AND SELLER HEREBY EXPRESSLY
DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE,
EXPRESS OR IMPLIED, AS TO THE RELATED ASSETS OR ANY PART THEREOF,
AS TO THE CONDITION, FITNESS OR SUITABILITY FOR A PARTICULAR
PURPOSE OF THE OPERATION EQUIPMENT OR ANY PART THEREOF, AS TO THE
VALUE, MERCHANTABILITY, OPERATION, FITNESS, DESIGN, OR CONDITION
OF THE RELATED ASSETS OR ANY PART THEREOF, AS TO THE QUALITY OF
THE MATERIAL OR WORKMANSHIP OF THE RELATED ASSETS OR ANY PART
THEREOF, AS TO THE ABSENCE OF ANY LATENT OR OTHER DEFECTS OR ANY
PATENT INFRINGEMENT OR THE LIKE, AS TO THE ABSENCE OF OBLIGATIONS
BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER.

          3.2  Representations and Warranties of Buyer.  Buyer
represents and warrants to Seller that:

               (a)  Buyer is a corporation, duly organized,
validly existing, and in good standing under the laws of the
State of Colorado and is, or will be by the Closing, duly
qualified to carry on its business in North Dakota.

               (b)  The execution, delivery, and performance of
this Agreement and the transactions described herein will have
been duly and validly authorized by all requisite corporate
action on Buyer's part and this Agreement constitutes a legal,
valid and binding obligation of Buyer.

               (c)  The consummation of the transactions
described herein will not violate any provision of Buyer's
Articles of Incorporation or Bylaws or result in the breach of
any term or provision of, or constitute a default, or result in
the acceleration of any obligation under, any material contract,
loan agreement, indenture, note, deed of trust, mortgage,
security agreement or any other material agreement or instrument
of any kind to which it is a party or is subject.

               (d)  There is no suit, action, claim,
investigation, arbitration, administrative proceeding or inquiry
by any person or entity or by any administrative agency or
governmental body pending, or, to Buyer's knowledge, threatened
against Buyer which has or may materially and adversely affect
its ability to consummate the transactions contemplated hereby.

               (e)  Buyer has not incurred any obligation or
liability, contingent or otherwise, for broker's or finders' fees
in connection with this Agreement in respect of which Seller may
have any responsibility.

               (f)  Buyer is acquiring the Interests for its own
account and not with the intent to make a distribution thereof
within the meaning of Securities Act of 1933 and the rules and
regulations thereunder or distribution thereof in violation of
any other applicable securities laws.

               (g)  Buyer acknowledges that, notwithstanding
anything to the contrary contained in this Agreement, it (i) is a
sophisticated buyer with respect to the Interests, (ii) has
independently and without reliance upon Seller or any of its
employees, agents or representatives and based on such
information as it has deemed appropriate in its independent
judgment made its own analysis and decision to enter into this
Agreement and to consummate the transactions contemplated herein,
except that it has relied upon the representations, warranties,
covenants and other agreements of Seller contained in this
Agreement, and (iii) has not received and is not relying upon any
representation or warranty, express or implied, by operation of
law or otherwise, as to the accuracy or completeness of any
information regarding Seller, or the Interests furnished or made
available to Buyer or its representatives, except as expressly
set forth in this Agreement.

               (h)  In entering into this Agreement, Buyer has
relied solely upon Buyer's Environmental Investigation, if any,
or its independent judgment not to conduct such investigation,
with respect to possible Environmental Liabilities.

               (i)  Buyer and its representatives (i) have been
or will be, assuming Seller's cooperation, permitted such access
as they have requested or will request to the Interests,
(ii) have been or will be given a full and complete opportunity
to perform such due diligence investigation of the Interests as
they have requested or will request, and (iii) have had or will
have an opportunity to meet with representatives of Seller to
discuss the Interests.

          3.3  Knowledge. As used herein, "to Seller's knowledge"
or "to Buyer's knowledge" shall mean Seller's or Buyer's, as
appropriate, actual knowledge without independent investigation.

                           ARTICLE IV
                            COVENANTS

          4.1  Covenants of Seller.  From the date hereof until
the earlier of the Closing or the date of termination, Seller
covenants and agrees with Buyer as follows:

               (a)  Seller shall carry on the business of Seller
with respect to the Interests in substantially the same manner as
Seller has heretofore and shall not introduce any new method of
management, operation or accounting with respect to the
Interests.

               (b)  Seller shall exercise all due diligence in
safeguarding and maintaining secure all non-public engineering,
geological and geophysical data, reports and maps, and all other
confidential data in the possession of Seller and relating to the
Interests.

               (c)  Subject to the terms and conditions of this
Agreement, Seller shall use its best efforts to take or cause to
be taken all such actions as may be necessary or advisable to
consummate and make effective the sale of the Interests and the
transactions contemplated by this Agreement and to assure that as
of the Closing it will not be under any material company, legal
or contractual restriction that would prohibit or delay the
timely consummation of such transactions.

               (d)  Seller shall use its best efforts to cause
all the representations and warranties of Seller contained in
this Agreement to be true and correct on and as of the Closing.
To the extent the conditions precedent to the obligations of
Buyer are within the control of Seller, Seller shall use its best
efforts to cause such conditions to be satisfied on or prior to
the Closing and, to the extent the conditions precedent to the
obligations of Buyer are not within the control of Seller, Seller
shall use commercially reasonable efforts to cause such
conditions to be satisfied on or prior to the Closing.

               (e)  Seller shall promptly notify Buyer (1) if any
representation or warranty of Seller contained in this Agreement
is discovered to be or becomes untrue, or (2) if Seller fails to
perform or comply with any covenant or agreement contained in
this Agreement or it is reasonably anticipated that Seller will
be unable to perform or comply with any covenant or agreement
contained in this Agreement.

          4.2  Covenants of Buyer.  Buyer covenants and agrees
with Seller as follows:

               (a)  Subject to the terms and conditions of this
Agreement, Buyer shall use its best efforts to take or cause to
be taken all such actions as may be necessary or advisable to
consummate and make effective the purchase of the Interests and
the transactions contemplated by this Agreement and to assure
that as of the Closing it will not be under any material
corporate, legal or contractual restriction that would prohibit
or delay the timely consummation of such transactions.

               (b)  Buyer shall use its best efforts to cause all
the representations and warranties of Buyer contained in this
Agreement to be true and correct on and as of the Closing.  To
the extent the conditions precedent to the obligations of Seller
are within the control of Buyer, Buyer shall use its best efforts
to cause such conditions to be satisfied on or prior to the
Closing and, to the extent the conditions precedent to the
obligations of Seller are not within the control of Buyer, Buyer
shall use commercially reasonable efforts to cause such
conditions to be satisfied on or prior to the Closing Date.

               (c)  Buyer shall promptly notify Seller (1) if any
representation or warranty of Buyer contained in this Agreement
is discovered to be or becomes untrue, or (2) if Buyer fails to
perform or comply with any covenant or agreement contained in
this Agreement or it is reasonably anticipated that Buyer will be
unable to perform or comply with any covenant or agreement
contained in this Agreement.

               (d)  Buyer shall exercise all due diligence in
safeguarding and maintaining secure all non-public engineering,
geological and geophysical data, reports and maps, and all other
confidential data in the possession of Buyer and relating to the
Interests.


                            ARTICLE V
                   BUYER'S REVIEW OF INTERESTS

          5.1  Seller's Files and Records.  Seller has made and
will continue to make available for examination at Seller's
offices in Denver such land, title, contract, marketing,
production, geological, engineering, accounting, litigation,
environmental and other records (including historical operating
data for the previous two years) relating to the Interests which
Seller has in its possession.  Seller shall permit Buyer's
authorized representatives to consult with Seller's employees
during business hours.


           5.2 Buyer's Environmental Investigation.

               (a)  From the date hereof until June 30, 2000,
Buyer shall have the right, at Buyer's sole risk, expense and
liability, to make an environmental assessment of the Interests
and Related Assets ("Buyer's Environmental Investigation").
Subject to the consent and cooperation of third parties, Seller
shall cooperate with reasonable requests by Buyer and its agents
to conduct Buyer's Environmental Investigation.  Except to the
extent otherwise required by law, Buyer shall exercise all due
diligence in safeguarding and maintaining as confidential all
data or information acquired during Buyer's Environmental
Investigation.  Buyer shall provide Seller with a copy of any
report or reports of the results of Buyer's Environmental
Investigation and shall disclose to Seller the discovery of any
Environmental Liabilities.  Buyer waives and releases, and agrees
to defend, indemnify and save and hold harmless Seller, its
directors, officers, employees and agents, against claims for
injury to or death of persons or damage to property arising in
any way from Buyer's Environmental Investigation.

               (b)  The term "Environmental Liabilities," as used
herein, shall mean any liabilities, claims, expenses, penalties,
fines or other obligations, including reasonable fees of
attorneys, consultants, engineers, accountants and other
advisers, for environmental conditions, situations,
circumstances, events or incidents on, at or concerning,
originating at or relating to the Interests prior to the
Effective Time arising directly or indirectly under Environmental
Laws (as they exist and are in effect as of the Effective Time)
from (i) the use, transportation, handling, storage, treatment,
disposal, emission, discharge, spill, leak, injection, escape,
dumping, release or threatened release in any work place or to
the air, land, surface waters, groundwaters or other medium -- on
or off site -- of any Hazardous Substances, or (ii) the related
investigation, study, correction, cleanup, removal, remediation,
or monitoring with respect thereto.  Environmental Liabilities
may arise from, among other things, common law actions.  The term
"Hazardous Substances," as used herein, shall mean any hazardous
substance, hazardous material, hazardous waste, toxic substance,
pollutant, contaminant, hazardous constituent, petroleum
(including without limitation crude oil or any fraction thereof),
or solid waste, or any variation thereof, as defined in (i) the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended by the Superfund Amendment and
Reauthorization Act of 1986 and otherwise, 42 U.S.C.  9601, et
seq., the Resource Conservation and Recovery Act, 42 U.S.C.
6901, et seq., the Clean Air Act, 42 U.S.C.  7401, et seq., the
Toxic Substances Control Act, 15 U.S.C.  2601, et seq., the Safe
Drinking Water Act, 42 U.S.C.  300f, et seq., the Federal Water
Pollution Control Act, 33 U.S.C.  1251, et seq., and other
federal laws relating to protection of health, safety, human
welfare and environment; (ii) regulations relating to such
federal laws; or (iii) similar state and local laws, ordinances,
and regulations (collectively, "Environmental Laws").

          5.3  Buyer's Inspection of Related Assets. From the
date hereof until June 30, 2000, Buyer shall have the right, at
Buyer's sole risk, expense and liability, to inspect the Related
Assets. Subject to the consent and cooperation of third parties,
Seller shall cooperate with reasonable requests by Buyer and its
agents to obtain access to the Interests for the purpose of such
inspection. Buyer waives and releases, and agrees to defend,
indemnify and save and hold harmless Seller, its directors,
officers, employees and agents, against claims for injury to or
death of persons or damage to property arising in any way from
such inspection.

          5.4  Buyer's Title Review.

               (a)  (i)  As used herein, "Title Defect" shall
mean any material encumbrance, encroachment, irregularity, defect
or objection to Seller's title to the Interests, other than
Permitted Encumbrances, that would cause Seller not to have
Defensible Title to an Interest.  In evaluating whether an
encumbrance, encroachment, irregularity, defect in or objection
to title is material, due consideration shall be given to whether
such defect is of the type expected to be encountered in the area
involved and is customarily acceptable to prudent operators and
interest owners.

                    (ii) As used herein the term "Defensible
Title" shall mean, as to the Interests, such title that, subject
to and except for the Permitted Encumbrances:  (1) entitles
Seller to receive not less than the "Net Revenue Interest" set
forth in Schedule I of all oil, gas and associated liquid and
gaseous hydrocarbons produced, saved and marketed from the
presently producing formations in the presently producing wells
located on the Interests; (2) obligates Seller to bear costs and
expenses relating to the maintenance, development and operation
of the presently producing wells located on the Interests in an
amount not greater than the "Working Interest" set forth in
Schedule I; and (3) is free /and clear of material encumbrances,
liens and defects.

               (iii)     As used herein, the term "Permitted
Encumbrances" shall mean:

                         (1)  lessors' royalties, overriding
royalties, reversionary interests and similar burdens if the net
cumulative effect of such burdens does not operate to reduce the
Net Revenue Interest to less than the Net Revenue Interest set
forth in Schedule I;

                         (2)  preferential rights to purchase and
required third party consents to assignments and similar
agreements with respect to which (i) waivers or consents are
obtained from the appropriate parties, (ii) the appropriate time
period for asserting such rights has expired without an exercise
of such rights, or (iii) with respect to consents, such consent
need not be obtained prior to an assignment, or failure to obtain
such consent will not have a material adverse effect on the value
of  any specific Interest;

                          (3)  liens for taxes or assessments not
yet  due or not yet delinquent or, if delinquent, that are  being
contested in good faith in the normal course of business;

                         (4)  materialmen's, mechanics',
repairmen's, employees', contractors', operators' or other
similar liens or charges arising in the ordinary course of
business incidental to construction, maintenance or operation of
the Interests if (i) they have not been filed pursuant to law,
(ii) if filed, they have not yet become due and payable or
payment is being withheld as provided by law or (iii) their
validity is being contested in good faith by appropriate action;

                         (5)  all other liens, charges,
encumbrances, contracts, agreements, instruments, obligations,
defects and irregularities affecting the Interests that are not
such as to interfere materially with the operation, value or use
of any of the Interests;

                         (6)  all rights to consent by, required
notices to, filings with, or other actions by governmental or
tribal entities in connection with the sale or conveyance of oil
and gas leases or interests therein if the same are customarily
obtained subsequent to such sale or conveyance;

                         (7)  rights of reassignment upon release
or abandonment of the Leases;

                         (8)  easements, rights-of-way,
servitudes, permits, surface leases and other rights in respect
of surface operations, pipelines, grazing, logging, canals,
ditches, reservoirs or the like; conditions, covenants or other
restrictions; and easements for streets, alleys, highways,
pipelines, telephone lines, power lines, railways and other
easements and rights-of-way, on, over or in respect of any of the
Interests;

                         (9)  the terms and conditions of all
Leases and all agreements, orders, instruments, documents and
other matters affecting the Interests (including, without
limitation, production sales contracts, division orders,
contracts for sale, purchase, exchange, refining, or processing
of hydrocarbons, unitization and pooling designations,
declarations, orders and agreements, operating agreements,
agreements of development, area of mutual interest agreements,
gas balancing or deferred production agreements, processing
agreements, plant agreements, pipeline, gathering and
transporting agreements, injection, repressuring and recycling
agreements, carbon dioxide purchase or sale agreements, salt
water or other disposal agreements, seismic or geophysical
permits or agreements which are customary in the oil, gas,
sulphur and other mineral exploration, development or extraction
business or in the business of processing of gas and gas
condensate production for the extraction of products therefrom,
provided that the foregoing do not operate to reduce the Net
Revenue Interest, nor increase the Working Interest, of Seller as
reflected in Schedule I (unless, in the case of an increased
Working Interest, Seller's Net Revenue Interest is
proportionately increased); and

                         (10) rights reserved to or vested in any
municipality or governmental, tribal, statutory or public
authority to control or regulate any of the Interests in any
manner, and all applicable laws, rules and orders of governmental
and tribal authority.

               (b)  Buyer may, no later than June 30, 2000,
notify Seller of any Title Defect with respect to any of the
Interests; provided, however, that Buyer shall not give such
notice unless the aggregate value of all Title Defects contained
in such notice, calculated in accordance with this Section 5.4,
equals or exceeds $50,000.00 (the "Minimum Amount").  Such notice
must set forth in reasonable detail each Lease or portion thereof
with respect to which a Title Defect is claimed, the nature of
each Title Defect and Buyer's calculation, in accordance with
this Section 5.4, of the value of each Title Defect.  Seller
shall use commercially reasonable efforts to cure Title Defects
created by, through or under Seller.  Seller may elect, but shall
have no obligation, to take actions to cure any other Title
Defect.  In the event that the aggregate value of such Title
Defects is in excess of five percent (5%) of the unadjusted
Purchase Price, then either Buyer or Seller shall have the option
to terminate this Agreement by giving written notice of such
termination within five (5) business days after Seller's receipt
of Buyer's notice of Title Defects.

               (c)  Subject to Seller's right to cure set forth
above, if the aggregate value of Title Defects exceeds the
Minimum Amount, then Buyer, subject to the further provisions of
this paragraph, may (i) elect to accept any Defective Interests
and waive Title Defects with respect thereto, or (ii) reduce the
Purchase Price by an amount equal to the aggregate value of such
uncured Title Defects calculated as hereinafter set forth;
provided, that the Purchase Price shall not be reduced to the
extent Seller cures such Title Defects on or before the date of
Closing.  Buyer's failure to deliver to Seller a notice of Title
Defects with respect to an Interest by 5:00 p.m., Denver,
Colorado time on June 30, 2000, shall be deemed a waiver of any
unclaimed Title Defects existing on such date and Buyer shall
have no recourse against Seller with respect to such unclaimed
Title Defects hereunder except those that arise by, through or
under Seller.  In the event that any reduction in Purchase Price
is made as a result of uncured Title Defects, Seller may elect to
withdraw the affected Interests from this Agreement and the
Purchase Price shall be reduced by the full Allocated Value of
withdrawn Interest as agreed upon by the parties.

               (d)  The value of a Title Defect shall be
determined as follows:

                    (i)  If the actual Net Revenue Interest of
Seller in an Interest (after accounting for the Title Defect) is
less than that set forth on Schedule I for such Interest, the
value of the Title Defect shall be an amount equal to the dollar
amount set forth on Schedule II for such Interest multiplied by a
fraction, the numerator of which is the difference between (x)
the Net Revenue Interest for such Interest set forth on Schedule
I, and (y) the actual Net Revenue Interest of Seller in such
Interest, and the denominator of which is (x) above.

                    (ii) If the Title Defect affecting an
Interest results from a lien, encumbrance or other matter
involving a liquidated amount of money, the adjustment for such
Interest shall be the cost of removing or curing such lien,
encumbrance or other matter; provided, however, if such cost
exceeds the Allocated Value of the affected Interest, Seller
shall have the option to retain the affected Interest, and the
Purchase Price shall be reduced by an amount equal to the
Allocated Value for such affected Interest.

                    (iii)     If the Title Defect represents an
obligation or burden upon the affected Interest for which the
economic detriment to Seller is not liquidated but can be
estimated with reasonable certainty as agreed to by the parties,
the adjustment shall be the sum necessary to compensate Buyer at
the Closing for the adverse economic effect which the Title
Defect will have on the affected Interest; provided, however, if
such sum exceeds the Allocated Value of the affected Interest,
Seller shall have the option to retain such affected Interest and
the Purchase Price shall be reduced by an amount equal to the
Allocated Value for such affected Interest.

          5.5  Casualty or Condemnation Loss.  The risk of loss
due to fire or other casualty or due to condemnation shall be
with Seller at all times prior to the Effective Time and shall be
with Buyer thereafter.  If, after the Effective Time and prior to
Closing, all or any material portion of the Interests shall be
damaged or destroyed by fire or other casualty or any material
portion of the Interests shall be taken in condemnation or under
the right of eminent domain or proceedings for such purposes
shall be pending or threatened, and if the value of the Interests
so damaged or destroyed or so taken (determined as set forth in
Section 5.4(d) {5.3(d)} above) (i) is 20% or less of the Purchase
Price, Buyer shall accept the Interests and shall be entitled to
the Assigned Interest's share of all proceeds of insurance or
from any condemnation with respect thereto, or (ii) exceeds 20%
of the Purchase Price, Buyer shall have the option to terminate
this Agreement by delivering written notice of termination to the
Seller.  If Buyer gives such notice of termination, then this
Agreement shall terminate and shall be of no further force or
effect and the Promissory Note and the Common Stock (if delivered
to Seller) shall be returned to Buyer.  If the Interests are
damaged, destroyed or condemned as set forth in clause (ii) above
and Buyer does not elect to terminate pursuant to clause (ii),
such Interests shall be conveyed to Buyer at the Closing, Seller
shall retain any insurance proceeds relating thereto and shall
repair such damage or destruction caused by fire or other
casualty, and Buyer shall be entitled to all proceeds from any
condemnation, as the case may be.

          5.6  Preferential Purchase Rights and Consents.   Buyer
understands that certain of the Interests are or may be subject
to preferential purchase rights, rights of first refusal,
lessors' approvals, consents for transfer or similar rights
(hereinafter called "preferential rights") and that this
Agreement shall be subject to the terms and conditions of any
such preferential rights.  Seller shall notify promptly all
holders of preferential rights of Buyer's price as offered for
such Interests and shall promptly notify Buyer of the exercise of
any preferential rights and the lapse of any applicable period of
time within which such rights must be exercised.  It is
specifically understood and agreed that, if a preferential right
is exercised, Buyer shall be obligated to purchase the remainder
of the Interests and the Purchase Price shall be reduced by an
amount equal to the price allocated by Buyer to the Interests as
to which preferential rights were exercised.  However, should the
exercise of the preferential rights by a third party exceed one
percent (1%) of the Purchase Price, Buyer shall have the option
to terminate this Agreement by delivering written notice to
Seller.  In such event, this Agreement shall be of no further
force and effect and the Promissory Note and the Common Stock (if
delivered to Seller) shall be returned to Buyer.  With respect to
the consents set forth in Schedule 3.1(i), in the event such
consents are not obtained by Closing, the Assignment and Bill of
Sale delivered at Closing shall exclude the Interests subject to
such consent, and the Purchase Price shall be adjusted
accordingly.

                           ARTICLE VI
                      CONDITIONS TO CLOSING

          6.1  Conditions to Obligation of Buyer.  Buyer's
obligation to consummate the transactions contemplated hereby
shall be subject to the satisfaction or waiver on or prior to
Closing of each of the following conditions:

               (a)  Representations, Warranties and Covenants of
Seller.  The (i) representations and warranties of Seller
contained in Article III of this Agreement shall be true and
correct in all material respects on and as of the date of this
Agreement and as of the Closing Date; and (ii) covenants and
agreements of Seller contained in this Agreement and any related
agreements to be performed on or before Closing in accordance
with this Agreement shall have been duly performed in all
material respects.

               (b)  Consents and Preferential Rights.  All
material consents of all persons required to permit the transfer
of the Interests and the consummation of the transactions
contemplated hereby and which consents or approvals, if not
received, could have a material adverse effect, shall have been
obtained, and all preferential purchase rights to any portion of
the Interests shall have been waived, or the time period for
their exercise shall have expired without such exercise.

               (c)  Buyer's Due Diligence Review.  Buyer's
Environmental Investigation shall not have revealed any material
Environmental Liability affecting the Interests, and Buyer's
inspection of the Related Assets shall have revealed that the
Related Assets are in reasonably satisfactory condition for the
operation of the Interests in the normal course of business.

           6.2 Conditions of Seller's Obligation to Close.
Seller's obligation to consummate the transactions contemplated
hereby is subject to the satisfaction or waiver on or prior to
Closing of all of the following conditions:

               (a)  Representations, Warranties and Covenants of
Buyer.  The (i) representations and warranties of Buyer contained
in Article III of this Agreement shall be true and correct in all
material respects on and as of the date of this Agreement and as
of the Closing Date, and (ii) covenants and agreements of Buyer
contained in this Agreement and any related agreements to be
performed on or before Closing in accordance with this Agreement
shall have been duly performed in all material respects.

               (b)  Board Approval.  Seller's parent company,
Alliant Energy Resources, Inc., shall have received on or before
June 15, 2000, approval from its board of directors to authorize
Seller to consummate the transactions contemplated by this
Agreement.

          6.3  Conditions to Obligations of Both Parties.   The
obligations of Seller and Buyer to consummate the transactions
contemplated by this Agreement are subject, at the option of each
Party, to the satisfaction or waiver by both Parties of the
following conditions:

               (a)  No Injunction.  On the Closing Date, there
shall exist no injunction, restraining order or decree of any
nature of any court or governmental agency or body of competent
jurisdiction that is in effect and which restrains or prohibits
the consummation of the transactions contemplated hereby.

               (b)  No Prohibition.  No state or federal statute,
rule, regulation or action shall exist or shall have been adopted
or taken and no judicial or administrative decision shall have
been entered (whether on a preliminary or final basis), that
would prohibit, restrict or delay the consummation of the
transactions contemplated by this Agreement or make illegal the
payments due hereunder.


                           ARTICLE VII
                             CLOSING

          7.1  Closing.  Subject to the provisions and conditions
of this Agreement, the closing of the transactions contemplated
by this Agreement (the "Closing") will take place on September
29, 2000 (the "Closing Date").

          7.2  Place of Closing.  The Closing shall be held at
Seller's Denver offices, or at such other place as Seller and
Buyer may agree upon in writing.

          7.3  Closing Obligations.   At the Closing, the
following documents shall be delivered and the following events
shall occur, all of which shall be deemed to have occurred
simultaneously:

           (a) Seller and Buyer shall execute a preliminary
settlement statement prepared by Seller and approved by Buyer
that sets forth the Purchase Price and all adjustments thereto,
based on the best information then available.

           (b) Buyer shall deliver the remaining portion of the
Purchase Price (i.e., the Second Installment Payment), as
adjusted pursuant to the settlement statement described in
Section 7.3(a), to Seller by wire transfer of funds to a bank and
bank account designated by Seller in a written notice delivered
to Buyer not less than two (2) business days prior to Closing.

           (c) Seller shall execute and deliver to Buyer the
Assignment, Bill of Sale and Conveyance set forth as Exhibit C
attached hereto, conveying to Buyer, subject to Sections 2.3(b)
and 2.3(c), the Assigned Interest in the Interests, excluding,
however, any Interests to which consents to assign described in
Schedule 3.1(i) have not been obtained.

           (d) Seller shall execute and deliver to Buyer all
necessary Assignments of Record Title Interest and Transfer of
Operating Rights on approved United States Department of the
Interior-Bureau of Land Management forms and all appropriate
forms of assignment of State oil and gas leases conveying to
Buyer Seller's Percentage Interest in the Interests.

           (e) Seller and Buyer shall execute, acknowledge
and deliver transfer orders or letters in lieu thereof directing
all purchasers of production to make payment to Buyer of proceeds
attributable to Seller's Percentage Interest in the production
from the Interests.

          7.4  Further Assurances.  After the Closing, each Party
at the request of the other Party and without any additional
consideration, shall execute and deliver or cause to be delivered
from time to time such further instruments of conveyance and
transfer and shall take such other action as the other parties
may require to convey the Seller's Percentage Interest in the
Interests to Buyer or to fully vest the privileges, rights, and
powers incident to the ownership thereof in Buyer.

                          ARTICLE VIII
                    POST-CLOSING OBLIGATIONS

          8.1  Post-Closing Adjustments.

               (a)  As soon as practicable after the Closing,
Seller shall prepare and deliver to Buyer, in accordance with
this Agreement and generally accepted accounting principles, a
statement setting forth each adjustment or payment that was not
finally determined as of the Closing and showing the calculation
of such adjustments.  The parties shall undertake to agree with
respect to the amounts due pursuant to such post-Closing
adjustment no later than 90 days after the Closing (the "Final
Settlement Date").  If the Purchase Price as finally adjusted
pursuant to this Section 8.1 is more than the amount paid by
Buyer at the Closing, Buyer shall pay to Seller in immediately
available funds the amount of such difference.  If the Purchase
Price as so adjusted is less than the amount paid by Buyer at the
Closing, Seller shall pay to Buyer in immediately available funds
the amount of such difference.  Payment by Buyer or Seller shall
be made within five days after the date agreement is reached with
respect to all amounts due pursuant to the post-Closing
adjustment.

               (b)  Notwithstanding Section 8.1(a), the proration
of ad valorem taxes, if any, made at the Closing pursuant to
Section 2.4(c) shall be final as between the Parties, and after
Closing, Buyer shall bear and pay all taxes applicable to the
Assigned Interest in the Interests for production occurring after
the Effective Time, and shall indemnify Seller from and against
all liability thereof.

               (c)  Any revenues received or costs and expenses
paid by Buyer after the Final Settlement Date which are
attributable to the Assigned Interest in the Interests prior to
the Effective Time shall be billed or reimbursed to Seller, as
appropriate.  Any revenues received or costs and expenses paid by
Seller after the Final Settlement Date which are attributable to
Seller's Percentage Interest in the Interests after the Effective
Time, and not expressly reserved by Seller, shall be billed or
reimbursed to Buyer, as appropriate.

          8.2  Files and Records.  As soon as practicable, but no
later than 30 days after the date of the Closing, Seller shall
deliver to Buyer, at Buyer's sole cost and expense, those copies
of Seller's files and records relating to the Interests that are
requested by Buyer.

          8.3  Sales Taxes and Recording Fees.  Buyer shall pay
all sales taxes occasioned by the sale of the Interests, and all
documentary, filing and recording fees required in connection
with the filing and recording of the assignments delivered at the
Closing.

          8.4  Assumption of Obligations.

               (a)  After the Closing, Buyer shall own the
Assigned Interest in the Interests and all rights relating
thereto accruing from and after the Effective Time and shall
assume and pay, perform, fulfill and discharge all duties,
obligations and liabilities accruing with respect to Seller's
Percentage Interest in the Interests from and after the Effective
Time.

               (b)  Buyer shall be liable and responsible for the
Assigned Interest's share of all Claims and Liabilities arising
out of or in any manner relating or pertaining to the existence,
ownership or operation of, or activities at, the Interests which
are attributable to operations or activities during any period of
time before or after the Effective Time.  Buyer shall indemnify,
defend and hold Seller harmless from, against, and with respect
to the Assigned Interest's share of any such Claims and
Liabilities and any failure of Buyer to pay, perform, and
discharge the obligations assumed hereunder.

               (c)   As used in this Agreement, the term "Claims
and Liabilities" means, without limitation, any and all causes of
action, claims (including, without limitation, claims for
personal injury to or death of persons and damage to property or
the environment), costs (including, without limitation,
environmental response, removal, remediation and cleanup costs),
damages (including, without limitation, punitive damages),
demands, expenses (including, without limitation  investigative
and expert witness expenses, reasonable attorneys' fees, court
costs, and the like), assessments, fines, judgments, lawsuits,
legal proceedings, liabilities, debts, liens, taxes, losses,
penalties, suits, and any other obligations of any kind, nature,
character or description, whether known or unknown, foreseen or
unforeseen, direct or indirect, absolute or contingent,
including, without limitation, Environmental Liabilities.

          8.5  Abandonment of Producing Properties.  Buyer shall,
at such time as any portion of the Land or any well thereon is
abandoned, assume its proportionate share of the obligations to
properly plug said well or wells, and upon completion of the
salvaging of the property and equipment, shall restore the
condition of the premises in accordance with the then current
standards required by the rules and laws of all federal, state
and local agencies having jurisdiction and the leases herein
assigned.  Buyer further agrees to indemnify and hold Seller
harmless for the Assigned Interest's share of any claims arising
in favor of any person or entity by reason of any failure of
Buyer to fully comply with the undertakings herein expressed from
and after the Effective Time.

          8.6  Indemnification.

               (a)  Indemnities of Buyer.  Buyer shall, to the
fullest extent permitted by law, defend, indemnify and save and
hold Seller, and all of its affiliates, successors and assigns
and their respective members, directors, officers, employees,
agents, shareholders and representatives (collectively, the
"Seller Indemnified Parties") harmless from and against all
damages, expenses, liabilities, losses, expenses (including
attorneys' fees) and costs arising out of or resulting from any
inaccuracy in or breach of any representation or warranty made by
the Buyer.  The Seller Indemnified Parties shall give to Buyer
prompt notice in writing of any claims to which this Section
applies and afford Buyer the reasonable opportunity to pay,
settle, or contest such claim at its expense.

               (b)  Indemnities of Seller.  Seller shall, to the
fullest extent permitted by law, defend, indemnify and save and hold Buyer,
and all of its affiliates, successors and assigns and their respective
members, directors, officers, employees, agents, shareholders and
representatives (collectively, the "Buyer Indemnified Parties")
harmless from and against all damages, expenses, liabilities,
losses, expenses (including attorneys' fees) and costs arising
out of or resulting from any inaccuracy in or breach of any
representation or warranty made by the Seller.  The Buyer
Indemnified Parties shall give to Seller prompt notice in writing
of any claims to which this Section applies and afford Seller the
reasonable opportunity to pay, settle, or contest such claim at
its expense.

         8.7  Consents to Assign.  If, on or before the Final
Settlement Date, Seller obtains any of the required consents to
assign set forth on Schedule 3.1(i) that were not obtained as of
Closing, then Seller shall execute and deliver to Buyer the
Assigned Interest in the Interests affected by such consents to
assign, by instrument in the form and substance of the
Assignment, effective as of the Effective Time, and,
contemporaneously therewith, Buyer shall pay Seller the amount
equal to the Allocated Value of such Interests which was
previously withheld at Closing.  For the purposes of Buyer's
indemnities under this Agreement the Interests assigned pursuant
to this Section 8.7 shall not be deemed part of "Interests" until
delivery of such assignment to Buyer.


                           ARTICLE IX
                    TERMINATION OF AGREEMENT

          9.1  Events of Termination.  This Agreement may be
terminated as follows:

     (a)  By the mutual written consent of Buyer and
Seller:

     (b)  By Seller if (i) Buyer fails to pay Seller the First
          Installment; (ii) Buyer shall fail to perform in any material
          respect its covenants contained herein required to be performed
          by it on or prior to each Closing; (iii) any of Buyer's
          representations contained herein shall be incorrect in any
          material respect on the Closing Date; (iv) the conditions to
          Seller's obligations to Close have not been satisfied in all
          material respects as of the Closing Date;
     (c)  By Buyer if (i) Seller shall fail to perform in any material
          respect its covenants contained herein required to be performed
          by it on or prior to the Closing; (ii) any of Buyer's
          representations contained herein shall be incorrect in any
          material respect on the Closing Date; (iv) the conditions to
          Buyer's obligation to close have not been satisfied in all
          material respects as of the Closing Date or (v) Buyer has not
          received on or before June 15, 2000 written notice from Seller of
          Alliant Energy Resources, Inc., Board of Directors' approval to
          consummate the transactions contemplated by this Agreement;
     (d)  By Buyer or Seller if the aggregate of all Title Defect
          amounts or preferential right adjustments exceeds 1% of the
          Purchase Price; provided, however, that Seller shall not have the
          right to terminate this Agreement in the event that Buyer elects,
          in its sole discretion, not to adjust the Purchase Price and to
          bear the cost of curing the Title Defects which otherwise would
          result in adjustments to the Purchase Price that exceeds 1% of
          the Purchase Price; or
     (e)  By Buyer if the Interests suffer casualty loss or
          condemnation loss   during the period between the Effective Time
          and the Closing in the aggregate that exceed(s) 20% of the
          Purchase Price.


                            ARTICLE X
                          MISCELLANEOUS

           10.1     Survival of Representations and Warranties.
All representations and warranties of the parties or any
authorized representative thereof contained in this Agreement or
in any Exhibit hereto, or in any certificate, document or other
instrument delivered in connection herewith shall survive the
Closing and the Effective Time of this Agreement for a period of
180 days after the Effective Time and shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives for such period.
Notwithstanding the foregoing, the representations and warranties
contained in Sections 3.1(a), (b) and (c) and 3.2(a), (b) and (c)
and shall continue in full force and effect without limitation.

          10.2 Entire Agreement.  This Agreement, together with
the Appendix, Exhibits and Schedules hereto, constitute all of
the promises, covenants, agreements, conditions and undertakings
between the parties hereto with respect to the subject matter
hereof and supersede any and all prior and contemporaneous
agreements, understandings, inducements or conditions, either
expressed or implied, oral or written, including, but not limited
to, those contained in any letter of intent.  All of the terms
and conditions of this Agreement and shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.

          10.3 Waiver.  No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar), nor shall
such waiver constitute a continuing waiver unless otherwise
expressly provided.

          10.4 Captions.  The captions in this Agreement are for
convenience only and shall not be considered a part of or affect
the construction or interpretation of any provision of this
Agreement.

          10.5 Governing Law.  This Agreement, other documents
delivered pursuant hereto or in conjunction herewith, and the
legal relations between the parties shall be governed and
construed in accordance with the laws of the State of Colorado.
The validity of the various conveyances affecting the title to
real property shall be governed by and construed in accordance
with the laws of the jurisdiction in which such property is
situated.

          10.6 Notices.  Any notice, communication, request,
instruction, or other document required or permitted hereunder
shall be given in writing by hand delivery, certified mail or
facsimile transmission, addressed as follows:

                    If to Seller:

                    Whiting Petroleum Corporation
                    Mile High Center
                    1700 Broadway, Suite 2300
                    Denver, CO 80290-2300
                    Attn: John R. Hazlett
                    Telephone: 303/837-4230
                    Facsimile:  303/837-4244

                          If to Buyer:

                    Delta Petroleum Corporation
                    555 - 17th Street, Suite 3310
                    Denver, CO  80202
                    Attn:  Roger A. Parker, President
                    Telephone: 303/293-9133
                    Facsimile:  303/298-8251

Notices shall be effective (a) upon delivery in the case of hand
delivery; (b) three days after mailing by certified mail; and (c)
on the day of transmission in the case of facsimile transmission,
unless received after regular business hours in which event
notice is deemed received on the next business day, provided in
either event that a copy of the notice is also mailed by
certified mail to the Party to whom notice is being given on the
day the facsimile is transmitted.  Either Party shall have the
right to change its address for notices hereunder by giving
written notice of such change to the other Party at the address
so written above.

          10.7 Assignment.  Buyer shall not have the right to
assign any portion of its rights hereunder to any person or
persons without the prior written consent of Seller, which
consent shall not be unreasonably withheld.

          10.8 Execution in Counterparts.  This Agreement may be
executed in any number of counterparts, and each such counterpart
hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute for all purposes one
document. Any counterpart may be delivered by facsimile.  Any
facsimile signature shall be replaced with an original signature
as promptly as practical.

          10.9 Expenses.  Except as otherwise provided herein,
each party shall be solely responsible for all expenses incurred
by it in connection with this transaction (including, without
limitation, fees and expenses of its own counsel and accountants)
and shall not be entitled to any reimbursement therefor from the
other Party hereto.

          10.10     Severability.  If any term or other provision
of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected
in any adverse manner to any parties.  Upon such determination
that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the
extent possible.

          10.11     Generality of Provisions.  The specificity of
any representation, warranty, covenant, agreement or indemnity
included or provided in this Agreement, or in any Exhibit,
document, certificate or other instrument delivered pursuant
hereto, shall in no way limit the generality of any
representation, warranty, covenant, agreement or indemnity
included or provided in this Agreement, or in any Exhibit,
document, certificate or other instrument delivered pursuant
hereto.

          10.12     References.  References made in this
Agreement, including use of a pronoun, shall be deemed to include
where applicable, masculine, feminine, singular or plural,
individuals, partnerships or corporations.  As used in this
Agreement, "person" shall mean any natural person, corporation,
partnership, trust, estate or other entity.  As used in this
Agreement, "affiliate" of a person shall mean any partnership,
joint venture, corporation or other entity in which such person
has an interest equal to or greater than 50% or which controls,
is controlled by or is under common control with such person.

          10.13   Announcements. Seller and Buyer shall consult
with each other with regard to all press releases and other
announcements concerning this Agreement or the transaction
contemplated hereby and, except as may be required by applicable
laws or the applicable rules and regulations of any governmental
agency or stock exchange, neither Buyer nor Seller shall issue
any such press release or make any other announcement without the
prior written consent of the other party. This provision shall
survive Closing and shall continue in full force and effect
without limitation.

          10.14     1031 Exchange.  Seller may desire to
structure this transaction so that this transaction may be
accomplished in a manner that will comply with the requirements
of a like-kind exchange ("Like-Kind Exchange") pursuant to
Section 1031 of the Code.  Seller reserves the right, at or prior
to Closing, to assign its rights under this Agreement with
respect to a portion of the Purchase Price, and that portion of
the Interests associated therewith ("1031 Assets"), to a
Qualified Intermediary (as that term is defined in Section
1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) to accomplish
part of this transaction in a manner that will comply, either in
whole or in part, with the  requirements of a Like-Kind Exchange.
Pursuant to this Section and a 1031 Exchange Agreement to be
executed contemporaneously herewith, Seller may assign its rights
to the 1031 Assets under this Agreement to the Qualified
Intermediary.  Buyer here (i) consents to Seller's assignment of
its rights in this Agreement with respect to the 1031 Assets, and
(ii) if such an assignment is made, agrees to pay a portion of
the Purchase Price into the qualified trust account at Closing as
set forth in the 1031 Exchange Agreement.  The Parties
acknowledge and agree that a partial assignment of this Agreement
to a Qualified Intermediary shall not release either Party from
any of their respective liabilities and obligations to each other
or expand any such respective liabilities or obligations under
this Agreement, and that neither Party represents to the other
that any particular tax treatment will be given to either Party
as a result thereof.  Buyer shall not be obligated to pay any
additional costs or include any additional obligations as a
result of the Like-Kind Exchange, and Seller shall indemnify and
hold Buyer harmless from and against all claims, losses and
liabilities, if any resulting from such a Like-Kind Exchange.

          10.15     Confidentiality Agreement.  Until Closing,
each  Party, its affiliates and its and their directors,
officers, employees, agents, representatives, consultants,
investors and lenders, agree to keep the terms and conditions of
this Agreement, including, without limitation, the Purchase Price
and all economic terms, confidential, and not to disclose such
terms and conditions without the prior written consent of the
other party, which consent may be withheld at either party's sole
discretion. The foregoing restriction shall not apply to
disclosures and information which (a) are required to comply with
applicable statutes and regulations, including stock exchange
regulations; (b) are required to enforce this Agreement; (c) are
required to obtain preferential rights or consents required to be
obtained under this Agreement; (d) are required to obtain
financing related to the transactions contemplated hereby or the
Interests acquired by Buyer hereunder; or (e) enter the public
domain through a third party who does not thereby breach an
obligation of confidentiality.

          10.16     Registration Rights.   Seller recognizes that
the Common Stock is "restricted," is not freely tradeable and is
subject to the provisions of Rule 144 of the Securities and
Exchange Commission.  However, Seller shall have the right to
require that Buyer, at Seller's cost, prepare and file a
registration statement under the Securities Act of 1933, as
amended, concerning any shares of Buyer's common stock held by
Seller, including the shares of Buyer's common stock held by
Seller on the date hereof and the shares of Common Stock
delivered pursuant to Section 2.2.  Buyer will thereafter use
its reasonable efforts to cause such registration statement to
become and remain effective.  Seller agrees to comply with the
provisions of the Securities Act with respect to the sale and
disposition of the Common Stock covered by such registration
statement.

     IN WITNESS WHEREOF, Buyer and Seller have executed this
Agreement as of the date first above written.

                         SELLER:

                         WHITING PETROLEUM CORPORATION


                         By: s/John R. Hazlett
                              John R. Hazlett, Vice President

                         BUYER:

                         DELTA PETROLEUM CORPORATION


                         By:   s/Roger A. Parker
                              Roger A. Parker, President


          LIST OF APPENDIX, EXHIBITS AND SCHEDULES


APPENDIX

APPENDIX A:      Glossary of Terms


EXHIBITS

EXHIBIT A:       Description of the Leases and Lands

EXHIBIT B:       Promissory Note

EXHIBIT C:       Form of Assignment, Bill of Sale and Conveyance



SCHEDULES

SCHEDULE I:      Working Interests and Net Revenue Interests

SCHEDULE II:     Value of the Interests

SCHEDULE 3.1(d)  Description of Litigation

SCHEDULE 3.1(f)  Description of Contracts to Deliver Oil or Gas

SCHEDULE 3.1(h)  Outstanding Proposals

SCHEDULE 3.1(i)  Preferential Rights and Consents

                         APPENDIX A

                      Glossary of Terms

"Agreement" shall mean this Purchase and Sale Agreement.

"Buyer" shall mean Delta Petroleum Corporation.

"Buyer Indemnified Parties" shall have the meaning set forth
in Section 8.6(b).

"Buyer's Environmental Investigation" shall have the meaning
set forth in Section 5.2(a).

"Claims and Liabilities" shall have the meaning set forth in
Section 8.4(c).

"Closing" shall have the meaning set forth in Section 7.1.

"Closing Date" shall have the meaning set forth in Section 7.1.

"Code" shall have the meaning set forth in Section 3.1(k).

"Common Stock"  shall have the meaning set forth in Section 2.2.

"Defensible Title" shall have the meaning set forth in
Section 5.4(a)(ii).

"Effective Time" shall mean 7:00 a.m. local time, February 1, 2000.

"Environmental Laws" shall have the meaning set forth in Section 5.2(b).

"Environmental Liabilities" shall have the meaning set forth
in Section 5.2(b).

"Final Settlement Date" shall have the meaning set forth in
Section 8.1(a).

"First Installment Payment" shall have the meaning set forth
in Section 2.3.

"Hazardous Substances" shall have the meaning set forth in
Section 5.2(b).

"Interests" shall have the meaning set forth in Section 1.1.

"Land" shall have the meaning set forth in Section 1.1(a).

"Like Kind Exchange" shall have the meaning set forth in Section 10.14.

"Leases" shall have the meaning set forth in Section 1.1(a).

"Minimum Amount" shall have the meaning set forth in Section 5.4(b).

"Net Revenue Interest" shall have the meaning set forth in
Section 5.4(a).

"Non-Recourse" shall have the meaning set forth in Section 2.3(b).

"Party" refers to Buyer or Seller individually and "Parties"
refers to them collectively.

"Permitted Encumbrances" shall have the meaning set forth in Section 5.4(a).

"Promissory Note"  shall have the meaning set forht in Section 2.3.

"Properties" shall have the meaning set forth in Section 3.1(h).

"Purchase Price" shall have the meaning set forth in Section 2.1.

"Related Assets" shall have the meaning set forth in Section 1.1(b).

"Second Installment Payment"  shall have the meaning set
 forth in Section 2.3.

"Seller" shall mean Whiting Petroleum Corporation.

"Seller Indemnified Parties" shall have the meaning set
forth in Section 8.6(a).

"Title Defect" shall have the meaning set forth in Section 5.4(a)(i).

"Working Interest" shall have the meaning set forth in Section 5.4(a).


                            EXHIBIT B

                        PROMISSORY NOTE


US $ 11,180,000
                                             Denver, Colorado
                                             May 31, 2000


     For Ten Dollars ($10.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged, DELTA
PETROLEUM CORPORATION, a Colorado corporation ("Delta") whose
address is 555 - 17th Street, Suite 3310, Denver, Colorado 80202,
hereby promises to pay WHITING PETROLEUM CORPORATION, a Delaware
corporation ("Whiting"), whose address is 1700 Broadway, Suite
2300, Denver, Colorado 80290-2301, the principal amount of Eleven
Million One Hundred Eighty Thousand Dollars ($11,180,000),
payable in two installments of Seven Million Four Hundred Ninety
Thousand Dollars ($7,490,000) on July 10, 2000 and Three Million
Six Hundred Ninety Thousand Dollars ($3,690,000) on September 29,
2000.

     This Promissory Note shall bear no interest and shall be non-
recourse to Delta.

     The parties' rights and obligations with respect to this
Promissory Note, including Whiting's rights if Delta fails to
make one or both of the installment payments referred to in the
first paragraph above, are set forth in that certain Purchase and
Sale Agreement, dated as of the date hereof, between the parties
(the "Agreement").  The terms and conditions of the Agreement are
incorporated herein by this reference and such terms and
conditions shall govern and control between the parties in the
case of a conflict with any of the provisions hereof.

     This Promissory Note is made in and shall be governed by and
interpreted in accordance with the laws of the State of Colorado.

     IN WITNESS WHEREOF, the parties hereto have signed this
Promissory Note as of the date first above written.


               DELTA PETROLEUM CORPORATION


               By: s/Roger A. Parker
               Roger A. Parker, President



               WHITING PETROLEUM CORPORATION


               By: s/John R. Hazlett
               John R. Hazlett, Vice President

EX-10.2

                 PARTIAL ASSIGNMENT OF CONTRACT


     THIS PARTIAL ASSIGNMENT OF CONTRACT (this "Assignment") is
entered into as of this 10th day of July, 2000, (the "Effective
Date"), by and between Delta Petroleum Corporation, a Colorado
corporation ("Assignor") and Sovereign Holdings, LLC, a Colorado
limited liability company ("Assignee").

          (A)       Assignor is the buyer under that certain Purchase and
Sale Agreement, dated as of June 1, 2000, between Assignor and
Whiting Petroleum Corporation, a Delaware corporation ("Seller"),
(the "Purchase Agreement"), a true complete and correct copy of
which is attached hereto and incorporated herein by this
reference as Exhibit A, for the purchase of certain oil and gas
interests in North Dakota, as more particularly described in
Section 6 of the Purchase Agreement  (the "Interests").

     (B)       Assignor now desires to assign and transfer to Assignee
fifty percent (50%) of Assignor's right, title and interest in,
to and under the Purchase Agreement.

     FOR TEN AND NO/100 DOLLARS ($10.00) AND OTHER GOOD AND
VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as
follows:

     1.        Assignment.  Assignor hereby transfers, bargains and
conveys unto Assignee a 50% undivided interest in, to and under
the Purchase Agreement.  For the term of the Purchase Agreement,
Assignor shall continue to work with Assignee in communicating
with the Seller.  Assignee shall have the absolute right to
acquire in its own name 50% of the Interests under the Purchase
Agreement.

     2.        No Defaults.  Assignor warrants and covenants that as
of the date of this Agreement, the Purchase Agreement is in full
force and effect and there exist no defaults thereunder, nor any
acts or events which, with the passage of time or the giving of
notice or both, could become defaults thereunder, on the part of
any party thereto.

     3.        Assumption.  Assignee hereby assumes and agrees to
perform 50% of the obligations of Assignor arising under and in
connection with the Purchase Agreement on and after the date
hereof.

     4.        Indemnify, Defend and Hold Harmless.

          a.        Assignor's Covenant.  Assignor hereby agrees to
indemnify, defend and hold Assignee harmless from and against any
and all claims, demands, liabilities and/or obligations arising
out of or resulting from any failure by Assignor to perform its
obligations pursuant to the  Purchase Agreement, prior to the
date hereof.

          b.        Assignee's Covenant.  Assignee hereby agrees to
reimburse, defend and hold Assignor harmless from and against any
and all claims, demands, liabilities and/or obligations arising
out of or resulting from any failure by Assignor to perform its
obligations pursuant to the Purchase Agreement, on and after the
date hereof.

     5.        Representation.  Assignor represents and covenants to
Assignee that, except for the required consent of the Seller
evidenced below, it has good right to assign and transfer its
rights under the Purchase Agreement in the manner and form
aforesaid.  Assignee represents and covenants to Assignor that it
has good right to assume and receive said Purchase Agreement in
the manner and form aforesaid.

     6.        Attorneys' Fees.  In the event of any litigation
between Assignor and Assignee arising out of the obligations of
Assignor or Assignee under this Assignment or concerning the
meaning or interpretation of any provision contained herein, the
losing party shall pay the prevailing party's costs and expenses
of such litigation, including, without limitation, reasonable
attorneys' fees.

     7.        Successors and Assigns.  This Assignment shall survive
the close of escrow and shall be binding on and inure to the
benefit of the parties hereto, their heirs, executors,
administrators, successors in interest and assigns.

     8.        Counterparts.  This Assignment may be executed in
counterparts, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original,
and the counterparts together shall constitute one and the same
instrument.


      [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


     IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the day and year first above written.

                              DELTA PETROLEUM CORPORATION, a
                              Colorado corporation

                                   S/Roger A. Parker
                              By:  Roger A. Parker, President


                              SOVEREIGN HOLDINGS, LLC
                              a Colorado limited liability company


                              By:  s/Scott Reiman
                              Name:  Grandhaven Energy LLC
                              Its: Member


          The undersigned hereby consents to the foregoing
pursuant to Section 10.7 of the Purchase Agreement this 10th day
of July, 2000.

                              WHITING PETROLEUM CORPORATION,
                              a Delaware corporation

                              By:  s/John R. Hazlett
                              Name:  John R.Hazlett
                              Its: Vice President

                            EXHIBIT A

                       Purchase Agreement
                          (Blank Page)


      COLLATERAL ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


     THIS  COLLATERAL ASSIGNMENT OF PURCHASE AND  SALE  AGREEMENT
(this  "Assignment") is dated as of July 10, 2000, made by  DELTA
PETROLEUM  CORPORATION, a Colorado corporation ("Assignor"),  for
the  benefit  of  HEXAGON INVESTMENTS, LLC,  a  Colorado  limited
liability company ("Lender").

                           RECITALS:

     A.    Assignor  has contracted to buy certain  oil  and  gas
interests (the "Interests") from WHITING PETROLEUM CORPORATION, a
Delaware corporation ("Seller") pursuant to that certain Purchase
and  Sale Agreement dated as of June 1, 2000, attached hereto  as
Exhibit A (the "Purchase Agreement").

     B.    Assignor  has applied for a $3,795,000.00   loan  (the
"Loan") from Lender, and Lender has agreed to make the Loan.  The
Loan  is to be secured, in part, by an assignment of the Purchase
Agreement  on  the terms and conditions as provided  for  herein.
The promissory note, loan agreement and any other document now or
hereafter evidencing the Loan are referred to herein as the "Loan
Documents."

     NOW,  THEREFORE, in consideration of Lender's  extension  of
the   Loan   to  Assignor,  and  for  other  good  and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties do hereby agree as follows:

     1  .  Warranties of Assignor.  Assignor does hereby  warrant
and  represent,  as  of the date hereof, to Lender  each  of  the
following:

     a.    The copy of the Purchase Agreement attached hereto  as
Exhibit  A  is  a true, correct and complete copy.  The  Purchase
Agreement  has not been amended, modified, altered,  supplemented
or  superseded in any manner.  Assignor has not consented to  any
waivers of the strict performance and observance by Seller of all
of the terms and provisions of the Purchase Agreement.

     b.    The Purchase Agreement is in full force and effect and
constitutes  the  binding  agreement,  enforceable  against   the
parties thereto in accordance with the terms contained therein.

     c.     There   exist  no  unresolved  title  objections   or
inspection  objections under the Purchase Agreement with  respect
to  objection  periods  which  have expired  under  the  Purchase
Agreement.

      d.    Assignor has not received any notice of default  from
the  Seller,  and,  to  the best of Assignor's  knowledge,  there
exists  no fact or circumstance which, with the passage of  time,
would  constitute an event of default or breach of  the  Purchase
Agreement.

     e.    Assignor has not heretofore assigned any of Assignor's
right, title and interest in the Purchase Agreement to any party.

     2.    Assignment.  Assignor does hereby collaterally  assign
to  Lender  all of its right, title and interest in  and  to  the
Purchase  Agreement, together with the right to any proceeds  and
the  common stock payable thereunder.   All payments and proceeds
payable to Assignor under the Purchase and Sale Agreement  shall
be paid directly to Lender, regardless of whether there exists an
Event of Default under the Loan Documents; provided that prior to
an  Event  of Default, Assignor shall be entitled to receive  the
proceeds which it is not expressly required to pay over to Lender
under  the terms and conditions of the Loan Documents.  Upon  the
occurrence  of  an  Event  of Default (as  defined  in  the  Loan
Documents), or upon the occurrence of a breach by Assignor  under
the  Purchase Agreement, then Lender, acting on its own or acting
through  a  court-appointed  receiver,  may,  but  shall  not  be
obligated to, perform any of the obligations of Assignor pursuant
to  the  Purchase  Agreement, shall receive all proceeds  payable
under  the  Purchase  Agreement, and may  exercise  any  and  all
remedies  available  to Lender under the  Loan  Documents  or  as
otherwise provided by law or equity.  Lender shall apply all such
proceeds  so  collected  in  a manner consistent  with  the  Loan
Documents.

     3.    No  Assumption.   Lender does not  hereby  assume  any
obligation  of  Assignor under the Purchase Agreement.   Assignor
shall  remain liable for all payments, costs and expenses or  any
other  obligation  due  and owing to Seller  under  the  Purchase
Agreement,  including,  without limitation,  the  refund  of  any
earnest  money  (even if received by Lender and  applied  to  the
amounts due under the Loan Documents).  Assignor shall indemnify,
defend  and  hold Lender harmless from and against  any  and  all
claims,  actions,  demands,  loss,  cost,  liability  or  expense
(including,  but  not  limited  to,  reasonable  attorney   fees)
incurred  in connection with any action taken by Lender  pursuant
to this Assignment or asserted against Lender by Seller under the
Purchase  Agreement,  except as the same  results  from  Lender=s
gross negligence and willful misconduct.

     4.    Covenants.  Assignor agrees that it shall not, without
Lender's  prior  written  consent,  consent  to  or  permit   any
modification, alteration, amendment, change or supplement to  the
Purchase  Agreement  except as permitted in the  Loan  Documents.
Assignor  shall not exercise any right or remedy to terminate  or
supersede  the  Purchase  Agreement in any  manner,  except  upon
Seller=s  default thereunder.  Assignor shall furnish  to  Lender
immediately upon Assignor's receipt any and all written  demands,
correspondence,  notices,  or other  communications  from  Seller
concerning the Purchase Agreement.  Assignor shall timely pay and
perform  all  of  its duties and obligations under  the  Purchase
Agreement.

     5.   Payment.  Assignor does hereby authorize and direct the
Seller to pay directly to Lender all credits and payments arising
from or related to ownership of the Interests payable to Assignor
under  the  Purchase  Agreement, including the  delivery  of  any
restricted  common stock of Assignor held by Seller  pursuant  to
the  Purchase  Agreement.  Assignor shall  perform  any  act  and
execute  any  documents  or instruments reasonably  requested  by
Lender or Seller in order to cause monies or common stock payable
to  Assignor under the Purchase and Sale Agreement to be paid  or
delivered  directly to Lender.   Assignor does  hereby  agree  to
indemnify,  defend  and  hold the Seller  and  its  officers  and
directors  harmless from any claim, liability,  damage,  cost  or
expense arising from compliance with this instruction.

     6.    Miscellaneous.   This Assignment shall  inure  to  the
benefit of and be binding upon the  parties,  their respective heirs,
personal  representatives, successors and assigns.  This Assignment may
only be modified  in writing,  signed  by the parties hereto.  A default by
Assignor under  any of the provisions hereof shall constitute an Event  of
Default  under  the  Loan Documents.  This  Assignment  shall  be
interpreted in accordance with the laws of the State of Colorado.

      [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Assignment as of the day and year first above written.

                         ASSIGNOR:

                         DELTA PETROLEUM CORPORATION,
                         a Colorado corporation


                         By: s/Roger A. Parker
                         Roger A. Parker, President

     The  undersigned  as  Seller under  the  Purchase  Agreement
hereby  consents to this Assignment pursuant to Section  10.7  of
the  Purchase  Agreement under the terms and  conditions  as  set
forth herein, to be effective as of the date first above written.



                         WHITING PETROLEUM CORPORATION,
                         a Delaware corporation


                         By:  s/John R. Hazlett
                         Name:     John R. Hazlett
                         Title:    Vice President

                           EXHIBIT A
                       Purchase Agreement
                         [Page Blank)


              [Hexagon Investments, LLC letterhead]


July 10, 2000




Delta Petroleum Corporation
555 17th Street, Suite 3310
Denver, Colorado 80202
Attn: Roger A. Parker, President

      Re:   Loan  in  the amount of $3,795,000.00 made  to  Delta
Petroleum Corporation by Hexagon Investments, LLC

Dear Roger:

     The purpose of this letter agreement ("Letter Agreement") is
to  confirm that, subject to the terms and conditions herein  set
forth,  Hexagon  Investments, LLC, a Colorado  limited  liability
company  ("Lender"), agrees to make the below-referenced loan  to
Delta Petroleum Corporation, a Colorado corporation ("Borrower").

SECTION 1.  LOAN

1.1  Loan.  Borrower desires to receive a loan from Lender in the
amount  of  THREE MILLION SEVEN HUNDRED NINETY FIVE THOUSAND  and
No/100  Dollars  ($3,795,000.00)(the "Loan") for the  purpose  of
purchasing  certain interests in oil and gas properties  as  more
particularly described on Exhibit A attached hereto and  by  this
reference incorporated herein (the "Interests").

SECTION 2.  COMMITMENT

2.1  Note.  The Loan shall be evidenced by a Promissory Note (the
"Note") from Borrower, in a form prepared by Lender, executed and
delivered  simultaneously  with  the  execution  of  this  Letter
Agreement, in the amount of $3,795,000.00, payable to Lender upon
the  terms and conditions contained therein which shall  include,
but not be limited to, the following:

      (a)   Interest Rate.  Interest shall accrue on  the  unpaid
principal  balance  of  the Loan at a rate  per  annum  equal  to
fifteen  percent  (15%).   Interest  shall  accrue  and  compound
monthly on the outstanding principal balance of the Note.

      (b)   Accrual of Interest.  Unless the due date of the Note
is  accelerated  upon the occurrence of an Event of  Default  (as
hereinafter  defined), no payment of principal or interest  shall
be   due  hereunder  until  the  Maturity  Date  (as  hereinafter
defined),  when the outstanding principal balance of  this  Note,
together with all accrued interest thereon and any other sums due
under the Note, shall be immediately due and payable.

      (c)   Maturity Date.  The entire unpaid principal  balance,
all  accrued  and  unpaid interest and all other amounts  payable
under  the Note shall be due and payable in full October 9,  2000
(the "Maturity Date").

      (d)  Distributions to be Applied.  Notwithstanding anything
above  to  the contrary, any and all distributions  and  from  or
related  to  the Interests which would otherwise  be  payable  or
credited  to  Borrower shall be paid and credited  to  Lender  as
payment on the Note.

SECTION 3.  LOAN FEES

3.1  Origination Fee.   The parties acknowledge and agree that an
     origination fee (the "Origination Fee") of $50,000,000 has been
     included  in the face amount of the note, and same shall  be
     payable, with interest, on the Maturity Date.  The Origination
     Fee  has  been earned and shall be non-refundable under  any
     circumstances.

SECTION 4.  SECURITY

4.1   Security.   Borrower  shall cause  the  Loan  and  Borrower
obligation's  under this Letter Agreement to be  secured  by  the
following:

      (a)   A  valid and effectual collateral assignment granting
Lender  a  security  interest in that certain Purchase  and  Sale
Agreement  dated as of June 1, 2000 between Borrower and  Whiting
Petroleum  Corporation (the "Purchase Agreement") and  all  other
documents  relating thereto (collectively the "Contract Rights");
and

     (b)    A  security  interest,  mortgage  or  other   right
satisfactory to Lender that shall be issued if, upon the  closing
of  the Purchase Agreement, the Loan has not been fully paid  and
satisfied.

4.2   Personal Guarantee.  Borrower's directors, officers  and/or
significant shareholders, Roger A. Parker and Aleron  H.  Larson,
Jr.,  shall  cause to be executed contemporaneously  herewith  an
agreement   personally  guaranteeing  the  Loan  (the   "Guaranty
Agreement").

4.3  Security Documents.  All of the documents required by Lender
to  grant  and perfect the liens and security interests  required
herein  shall  be  in a form satisfactory to Lender  and  may  be
referred to herein as the "Security Documents."

SECTION 5.  CONDITIONS PRECEDENT

5.1   The obligation of Lender to make the Loan is subject to the
following  express  conditions precedent, all  of  which,  unless
otherwise provided below, shall have been satisfied prior to  the
granting of the Loan:

      (a)   Loan  Documents.  Borrower shall  have  executed  (or
obtained  the  execution or issuing of) and delivered  to  Lender
this  Letter  Agreement  together with  the  following  documents
(collectively the "Loan Documents"), all in form satisfactory  to
Lender:

          (i)  The Note;

          (ii) The Security Documents; and

          (iii)     The Guaranty Agreement.

      (b)  Consent and Estoppel Documents.  Borrower shall obtain
the  execution and delivery of that certain Estoppel  Certificate
dated  July10,  2000,  executed by  Borrower,  Whiting  Petroleum
Corporation,  for  the benefit of Lender, in  the  form  attached
hereto..

     (c)  Other Conditions.  Unless waived by Lender, in writing,
Borrower,  at  its expense, shall have obtained and delivered  to
Lender  the  following items, all of which shall be in  form  and
content  satisfactory to Lender and shall be subject to  approval
in writing by Lender:

           (i)   As to Borrower: (1) a copy of the organizational
documents  for that entity, (2) evidence of the proper  formation
and   good  standing  of  that  entity  in  the  state   of   its
organization,  and (3) evidence of qualification or  registration
of  that  entity  in the State of Colorado and all  other  states
determined by Lender.

            (ii)   All   minutes,  resolutions  and/or   consents
authorizing Borrower to enter into and perform under the Loan.

           (iii)      A  certified copy of the Purchase Agreement
affecting the Interests.

       (d)    Representations  True.   All  representations   and
warranties  by  Borrower set forth in the  Loan  Documents  shall
remain  true and correct and all agreements that Borrower  is  to
have  performed  or complied with by the date hereof  shall  have
been performed or complied with.

      (e)  No Event of Default.  No Event of Default exists,  and
no  event has occurred and no condition exists that, after notice
or lapse of time, or both, would constitute an Event of Default.

SECTION 6.  REPRESENTATIONS AND WARRANTIES

6.1  Borrower represents and warrants to Lender as follows:

      (a)   Recitals and Statements.  The recitals and statements
of  intent  appearing  in  this Letter  Agreement  are  true  and
correct.

       (b)   Organization  and  Good  Standing.   Borrower  is  a
corporation duly organized, validly existing and in good standing
under  the laws of the state of its organization and is,  to  the
extent  required by law, qualified to do business and is in  good
standing  in the State of Colorado and in each state in which  it
is doing business.

      (c)   Power.  Borrower has full power and authority to  own
its  properties  and assets and to carry on its business  as  now
being conducted.  The execution, delivery and performance of  the
Loan  Documents have been duly authorized by all requisite action
on the part of Borrower.

      (d)  Authority.  Borrower is fully authorized and permitted
to  enter  into  the  Loan  Documents, to  execute  any  and  all
documentation   required   therein,   to   borrow   the   amounts
contemplated  herein  upon the terms  set  forth  herein  and  to
perform  the terms of the Loan Documents, none of which conflicts
with  any provision of any law, rule or regulation applicable  to
Borrower.   The  Loan Documents are the valid and  binding  legal
obligations  of Borrower, and each is enforceable  in  accordance
with    its    terms,   subject   to   bankruptcy,    insolvency,
reorganization, moratorium or other similar laws relating to  the
rights of creditors generally and general principles of equity.

      (e)  Enforceable Liens.  The liens, security interests  and
assignments created by the Security Documents will, when  granted
and  recorded  or filed, be valid, effective, properly  perfected
and enforceable first liens, security interests and assignments.

      (f)   No Other Liens.  The Contract Rights secured  by  the
Security  Documents  are free and clear of any  other  interests,
liens or encumbrances.

      (g)  No Breach.  The execution, delivery and performance by
Borrower  of the Loan Documents will not result in any breach  of
the  terms, conditions or provisions of, or constitute a  default
under,  any  agreement or instrument under which  Borrower  is  a
party  or  is  obligated.  Borrower is  not  in  default  in  the
performance  or  observance  of  any  covenants,  conditions   or
provisions of any such agreement or instrument.

      (h)   No  Actions.   No actions, suits or  proceedings  are
pending or threatened against Borrower that might materially  and
adversely  affect the repayment of the Loan, the  performance  by
Borrower  under  the  Loan Documents or the financial  condition,
business or operations of Borrower.

      (i)   Affirmation of Representations and  Warranties.   All
representations  and  warranties made herein  shall  survive  the
execution  of  this  Letter  Agreement,  and  the  execution  and
delivery  of  all other documents and instruments  in  connection
with the Loan, until the Loan and all indebtedness hereunder have
been  paid  in  full and all of Borrower's obligations  hereunder
have been fully discharged.

SECTION 7.  AFFIRMATIVE COVENANTS

7.1   Until  the  Loan and all other indebtedness hereunder  have
been  paid  in  full and all of Borrower's obligations  hereunder
have been fully discharged:

      (a)   Compliance with Loan Documents.  Borrower shall  make
all payments of interest and principal on the Loan and shall keep
and  comply with all terms, conditions and provisions of the Loan
Documents.

      (b)  Subsequent Actions.  Borrower shall immediately inform
Lender  of  any actions, suits or proceedings involving  Borrower
that  could materially and adversely affect the repayment of  the
Loan,  the  performance by Borrower under the Loan Documents,  or
the financial condition, business or operations of Borrower.

     (c)  Further Assurances.  Borrower shall execute and deliver
such  additional documents and do such other acts as  Lender  may
reasonably require in connection with the Loan.

      (d)  Borrower Notices.  Borrower shall promptly give notice
in  writing  to  Lender of (i) the occurrence  of  any  Event  of
Default, (ii) any change in the name of Borrower, and in the case
of  a  reorganization, any change in name, identity or  corporate
structure,  or  (iii)  any uninsured or  partially  insured  loss
through fire, theft, liability or property damage.

SECTION 8.  NEGATIVE COVENANTS

8.1   Until  the  Loan and all other indebtedness hereunder  have
been  paid  in  full and all of Borrower's obligations  hereunder
have been fully discharged, Borrower shall not, without receiving
the prior written consent of Lender:

      (a)  Dissolution or Liquidation.  Dissolve or liquidate, or
merge or consolidate with or into any other entity, or turn  over
the  management or operation of its property, assets or  business
to any other person, firm or corporation.

     (b)  Due on Sale or Encumbrance.  Assign, transfer or convey
any of its right, title and interest in any property whether real
or  personal  encumbered  by the Security  Documents;  create  or
suffer  to  be  created any mortgage, pledge, security  interest,
encumbrance  or  other  lien on any property  encumbered  by  the
Security  Documents;  or  create or  suffer  to  be  created  any
mortgage, pledge, security interest, encumbrance or other lien on
any  other  property  or assets which it now  owns  or  hereafter
acquires  except in consideration of the contemporaneous  receipt
by it of benefits equal or greater in value to the lien created.

SECTION 9.  WAIVER

9.1   Waiver.   Borrower waives presentment, demand, protest  and
notices  of  protest, nonpayment, partial payment and  all  other
notices  and formalities except as expressly called for  in  this
Letter  Agreement.   Borrower consents to and waives  notice  of:
(i) the granting of indulgences or extensions of time of payment,
(ii)  the taking or releasing of security, and (iii) the addition
or  release  of  persons  who  may  be  or  become  primarily  or
secondarily liable for the Loan or any other indebtedness arising
in connection with the Loan, or any part thereof, and all in such
manner and at such time as Lender may deem advisable.

9.2   Delay  or  Omission.  No delay or  omission  by  Lender  in
exercising  any  right,  power  or  remedy  hereunder,   and   no
indulgence given to Borrower, with respect to any term, condition
or  provision set forth herein, shall impair any right, power  or
remedy of Lender under this Letter Agreement, or be construed  as
a  waiver by Lender of, or acquiescence in, any Event of Default.
Likewise,  no such delay, omission or indulgence by Lender  shall
be  construed  as  a  variation or waiver of any  of  the  terms,
conditions  or provisions of this Letter Agreement.   Any  actual
waiver by Lender of any Event of Default shall not be a waiver of
any  other  prior or subsequent Event of Default or of  the  same
Event  of  Default  after  notice to  Borrower  demanding  strict
performance.

SECTION 10.  DEFAULT

10.1  Event  of Default.  The occurrence of any of the  following
events or conditions shall constitute an "Event of Default" under
this Letter Agreement:

      (a)  Any failure to pay any principal or interest under the
Note  when the same shall become due and payable and such failure
continues for five (5) days thereafter, or the failure to pay any
other  sum  due  under  the Note, this Letter  Agreement  or  any
Security Document when the same shall become due and payable  and
such failure continues for ten (10) days after notice thereof  to
Borrower.   No notice, however, shall be required after  maturity
of the Note.

     (b)  Any failure or neglect to perform or observe any of the
covenants, conditions or provisions of this Letter Agreement, the
Note,  any  Security Document or any other document or instrument
executed or delivered in connection with the Loan (other  than  a
failure  or  neglect  described in  one  or  more  of  the  other
provisions  of this Paragraph 10.1) and such failure  or  neglect
either cannot be remedied or, if it can be remedied, it continues
unremedied for a period of thirty (30) days after notice  thereof
to  Borrower.  Notwithstanding the foregoing, in the case  of  an
Event  of Default under this subparagraph 10.1(b), if such  Event
of Default cannot be remedied within 30 days, Borrower shall have
an  additional thirty (30) days to remedy such Event  of  Default
provided that Borrower commences its cure within the first thirty
(30) day period and diligently prosecutes such cure.  In no event
shall  Borrower have more than the sixty (60) days allowed  under
this  subparagraph 10.1(b) to effectuate a cure of  an  Event  of
Default  hereunder unless Lender agrees to extend such period  of
time,  which extension may be granted or denied in Lender's  sole
discretion.

      (c)  Any warranty, representation or statement contained in
this Letter Agreement, in the Note or in any Security Document or
any  other  document  or  instrument  executed  or  delivered  in
connection with the Loan, or made or furnished to Lender by or on
behalf  of  Borrower, that shall be or shall prove to  have  been
false when made or furnished.

      (d)   The filing by Borrower (or against Borrower to  which
Borrower  acquiesces or that is not dismissed within  sixty  (60)
days  after  the  filing  thereof) of any  proceeding  under  the
federal  bankruptcy laws now or hereafter existing or  any  other
similar statute now or hereafter in effect; the entry of an order
for  relief  under  such laws with respect to  Borrower  or  such
guarantor;  or the appointment of a receiver, trustee,  custodian
or  conservator of all or any part of the assets of  Borrower  or
such guarantor.

      (e)   The  insolvency  of Borrower;  or  the  execution  by
Borrower  of an assignment for the benefit of creditors;  or  the
convening by Borrower of a meeting of its creditors, or any class
thereof, for purposes of effecting a moratorium upon or extension
or  composition of its debts; or the failure of Borrower  to  pay
its  debts as they mature; or if Borrower is generally not paying
its debts as they mature.

      (f)  The admission in writing by Borrower that it is unable
to  pay  its  debts  as they mature or that it is  generally  not
paying its debts as they mature.

       (g)   The  liquidation,  termination  or  dissolution   of
Borrower.

     (h)  Any levy or execution upon, or judicial seizure of, any
portion of any collateral or security for the Loan.

      (i)  Any attachment or garnishment of, or the existence  or
filing  of  any  lien or encumbrance against any portion  of  any
collateral  or  security for the Loan, that  is  not  removed  or
released  within thirty (30) days after its creation  or  is  not
released  within sixty (60) days of its creation if  Borrower  is
diligently contesting such lien or encumbrance in good faith  and
has  provided Lender with security therefor acceptable to  Lender
in its sole discretion.

      (j)  The institution of any legal action or proceedings  to
enforce  any  lien  or  encumbrance  upon  any  portion  of   any
collateral or security for the Loan, that is not dismissed within
thirty (30) days after its institution, or is not released within
sixty  (60)  days  of its institution if Borrower  is  diligently
contesting such action in good faith and has provided Lender with
security  therefor acceptable to Lender in its  sole  discretion;
provided, however, that if such legal action or proceedings could
not  result in an award, judgment or decision requiring an action
by  the  Borrower other than the payment of funds,  no  Event  of
Default  shall be deemed to occur or be continuing upon  Borrower
establishing an escrow account in an amount equal to  or  greater
than any such threatened award, judgment or decision.

      (k)   The occurrence of any event of default under the Loan
Documents  and the expiration of any applicable notice  and  cure
period.

      (l)   The occurrence of any adverse change in the financial
condition  of Borrower that Lender, in its reasonable discretion,
deems material, or if Lender in good faith shall believe that the
prospect of payment or performance of the Loan is impaired.

10.2  Remedies.  Upon the occurrence of any Event of Default  and
at any time while such Event of Default is continuing, Lender may
do one or more of the following:

     (a)  Declare the Loan and all other indebtedness of Borrower
hereunder immediately due and payable, without notice or demand;

      (b)  Proceed to protect and enforce its rights and remedies
under   this  Letter  Agreement,  the  Note,  and  all   Security
Documents;

      (c)  Avail itself of any other relief to which Lender may be
legally or equitably entitled.

10.3  Enforcement  Costs.   Borrower  shall  pay  all  costs  and
expenses,  including without limitation costs of  title  searches
and  title  policy commitments, Uniform Commercial Code searches,
court  costs and reasonable in-house and outside attorneys' fees,
incurred  by Lender in enforcing payment and performance  of  the
Loan  and  the  other  indebtedness and obligations  of  Borrower
hereunder  or  in  exercising the rights and remedies  of  Lender
hereunder.  All such costs and expenses shall be secured  by  all
Security Documents.  In the event of any court proceedings, court
costs  and attorneys' fees shall be set by the court and  not  by
jury and shall be included in any judgment obtained by Lender.

SECTION 11.  ACTION UPON AGREEMENT

11.1 No Third Party Beneficiaries.  This Letter Agreement is made
for the sole protection and benefit of the parties hereto and  no
other  person  or  organization shall have any  right  of  action
hereon.

11.2  Integration.   This Letter Agreement  embodies  the  entire
Letter Agreement of the parties with regard to the subject matter
hereof.   There  are  no  representations, promises,  warranties,
understandings  or  agreements  expressed  or  implied,  oral  or
otherwise,  in relation thereto, except those expressly  referred
to or set forth herein.  Borrower acknowledges that the execution
and  delivery of this Letter Agreement is its free and  voluntary
act  and deed, and that said execution and delivery have not been
induced  by,  nor  done  in reliance upon,  any  representations,
promises,  warranties,  understandings  or  agreements  made   by
Lender, its agents, officers, employees or representatives.

11.3  Modifications.   No  promise, representation,  warranty  or
agreement made subsequent to the execution and delivery  of  this
Letter  Agreement  by  either party hereto,  and  no  revocation,
partial  or  otherwise, or change, amendment or addition  to,  or
alteration  or  modification of, this Letter Agreement  shall  be
valid  unless the same shall be in writing signed by all  parties
hereto.

11.4  No  Joint Venture.  Lender and Borrower each have  separate
and   independent  rights  and  obligations  under  this   Letter
Agreement.   Nothing  contained  herein  shall  be  construed  as
creating, forming or constituting any partnership, joint venture,
merger or consolidation of Borrower and Lender for any purpose or
in any respect.

SECTION 12.  GENERAL

12.1 Survival.  This Letter Agreement shall survive the making of
the  Loan and shall continue so long as any part of the Loan,  or
any extension or renewal thereof, remains outstanding.

12.2  Discretionary  Rights.   All rights,  powers  and  remedies
granted Lender herein, or otherwise available to Lender, are  for
the  sole  benefit  and  protection of  Lender,  and  Lender  may
exercise any such right, power or remedy at its option and in its
sole and absolute discretion without any obligation to do so.  In
addition, if, under the terms hereof, Lender is given two or more
alternative  courses of action, Lender may elect any  alternative
or combination of alternatives, at its option and in its sole and
absolute  discretion.  All monies advanced by  Lender  under  the
terms hereof and all amounts paid, suffered or incurred by Lender
in  exercising any authority granted herein, including reasonable
attorneys'  fees,  shall  be secured by the  Security  Documents,
shall bear interest at the highest rate payable on the Loan until
paid,  and  shall  be  due  and payable  by  Borrower  to  Lender
immediately without demand.

12.3   Indemnity.   Borrower  shall  indemnify  and  hold  Lender
harmless  from and against all claims, costs, expenses,  actions,
suits,  proceedings, losses, damages and liabilities of any  kind
whatsoever,  including  but not limited to  attorneys'  fees  and
expenses,  arising  out  of  any  matter  relating,  directly  or
indirectly,   to   the  Loan,  to  the  ownership,   development,
construction,  or sale of the Interests, whether  resulting  from
internal disputes of Borrower, disputes between Borrower and  any
guarantor, or whether involving other third persons or  entities,
or  out  of  any other matter whatsoever related to  this  Letter
Agreement,  the  Security Documents, or any  property  encumbered
thereby, but excluding any claim or liability which arises as the
direct  result  of the gross negligence or willful misconduct  of
Lender.   This indemnity provision shall continue in  full  force
and  effect and shall survive not only the making of the Loan and
the Advances but shall also survive the repayment of the Loan and
the performance of all of Borrower's other obligations hereunder.

12.4  Joint and Several.  If Borrower consists of more  than  one
person or entity their liability shall be joint and several.  The
provisions  hereof shall apply to the parties  according  to  the
context  thereof and without regard to the number  or  gender  of
words or expressions used.

12.5  Time of Essence.  Time is expressly made of the essence  of
this Letter Agreement.

12.6  Notices.   All notices required or permitted  to  be  given
hereunder  shall be in writing and may be given in person  or  by
United   States  mail,  by  delivery  service  or  by  electronic
transmission.   Any  notice directed to a party  to  this  Letter
Agreement  shall  become  effective  upon  the  earliest  of  the
following: (i) actual receipt by that party; (ii) delivery to the
designated  address of that party, addressed to  that  party;  or
(iii)  if  given by certified or registered United  States  mail,
seventy-two  (72)  hours  after deposit with  the  United  States
Postal  Service, postage prepaid, addressed to that party at  its
designated address.  The designated address of a party  shall  be
the  address of that party shown at the beginning of this  Letter
Agreement or such other address as that party, from time to time,
may specify by notice to the other parties.  Any notice to Lender
shall  be  sent  Attention:  Conway Schatz, 1407 Larimer  Street,
Suite  300,  Denver, Colorado 80202, with a  copy  to  Steven  C.
Demby,  Esq.,  Brownstein Hyatt & Farber, P.C., 410 17th  Street,
22nd Floor, Denver, Colorado 80202.  Any notice to Borrower under
this   Letter   Agreement   shall  be  sent   simultaneously   to
__________________________________________,
_________________________________.

12.7 Payment of Costs.  Borrower shall pay all costs and expenses
arising  from the preparation of the Loan Documents, the  closing
of  the  Loan and the monitoring and administration of the  Loan,
including  but  not  limited to title insurance  premiums,  other
title  company  charges,  recording and  filing  fees,  costs  of
Uniform  Commercial  Code  searches,  Lender's  attorneys'  fees,
Lender's  processing and closing fees, Lender's inspection  fees,
appraisal  and appraisal review fees, any intangible or recording
taxes  and any other charges that may be imposed on Lender  as  a
direct result of this transaction.

12.8  Severability.   The illegality or unenforceability  of  any
provision of this Letter Agreement or any instrument or agreement
required  hereunder  shall not in any way affect  or  impair  the
legality  or enforceability of the remaining provisions  of  this
Letter   Agreement  or  any  instrument  or  agreement   required
hereunder.

12.9 Choice of Law.  This Letter Agreement shall be governed by
and construed according to the laws of the State of Colorado,
without giving effect to conflict of laws principles.

12.10     Successors.  Except as otherwise provided herein, this
Letter Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their successors and assigns.

12.11     Headings.  The headings or captions of sections and
paragraphs in this Letter Agreement are for reference only, do
not define or limit the provisions of such sections or
paragraphs, and shall not affect the interpretation of this
Letter Agreement.

12.12     Counterparts.  This Letter Agreement may be executed in
counterparts, all of which executed counterparts shall together
constitute a single document.  Signature pages may be detached
from the counterparts and attached to a single copy of this
Letter Agreement to physically form one document.

12.13     JURY WAIVER.  BORROWER AND LENDER HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWER AND
LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THE NOTE, THIS
DOCUMENT OR ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP
BETWEEN LENDER AND BORROWER.  THIS PROVISION IS A MATERIAL
INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR
IN THE OTHER RELATED DOCUMENTS.

     Please indicate your agreement with the terms and provisions
of this Letter Agreement by signing where indicated below and
returning an executed original to the undersigned at the address
set forth above.


                              Sincerely,

                              Hexagon Investments, LLC
                              a Colorado limited liability company

                              By:  s/Scott Reiman
                              Name:
                              Its:



AGREED TO AND ACCEPTED THIS
10 day of July, 2000

DELTA PETROLEUM CORPORATION
a Colorado corporation


By:  s/Roger A. Parker
     Roger A. Parker, President


               ESTOPPEL CERTIFICATE AND AGREEMENT


      THIS ESTOPPEL CERTIFICATE AND AGREEMENT ("Certificate")  is
made  and  entered  into as of this 10th day of  July,  2000,  by
Whiting Petroleum Corporation, a Delaware corporation, having  an
address  of  1700  Broadway, Suite 2300, Denver,  Colorado  80290
("Whiting").   Whiting is the seller under that certain  Purchase
and  Sale Agreement dated as of June 1, 2000, a copy of which  is
attached  as  Exhibit  A hereto (the "Purchase  Agreement"),  and
Delta Petroleum Corporation, a Colorado corporation ("Delta"), is
the  buyer  of  certain oil and gas interests  (the  "Interests")
under   the   Purchase   Agreement.   Whiting   understands   and
acknowledges  that  this  Certificate  will  be  relied  upon  by
Sovereign  Holdings,  LLC, a Colorado limited  liability  company
("Sovereign")  and Hexagon Investments, LLC, a  Colorado  limited
liability  company ("Hexagon") in connection with the  Assignment
and Collateral Assignment described below.

     The undersigned does hereby certify to Sovereign and Hexagon
that to the best of its knowledge, information and belief, as  of
the date hereof:

1.   The  Purchase Agreement attached hereto is a full, true  and
     accurate  copy thereof, the Purchase Agreement  is  in  full
     force and effect, and has not been modified other than as is
     indicated  in  Exhibit  A, and it constitutes  the  complete
     agreement  between  Whiting and Delta with  respect  to  the
     purchase of the Interests.

2.   As  of  the  date of this Certificate, neither  Whiting  nor
     Delta  is  in  default  under  any  terms  of  the  Purchase
     Agreement, nor has any event occurred which with the passage
     of  time,  the  giving of notice, or both, would  become  an
     event of default under the Purchase Agreement.

3.   Whiting  hereby  acknowledges and consents to  that  certain
     Partial  Assignment of Contract dated July 10, 2000, between
     Delta and Sovereign, and the transactions described therein,
     including, without limitation, the assignment from Delta  to
     Sovereign of fifty percent (50%) of Delta's rights under the
     Purchase Agreement.  Whiting acknowledges receipt of a  copy
     of such Partial Assignment of Contract.

4.   Whiting  hereby  acknowledges and consents to  that  certain
     Collateral Assignment of Purchase and Sale Agreement dated  July  10,
     2000,   between  Delta  and  Hexagon  and  the  transactions
     described  therein,  including, without limitation,  Delta's
     grant  to  Hexagon of a security interest in Delta's  rights
     under  the Purchase Agreement.  Whiting acknowledges receipt
     of a copy of such Collateral Assignment of Purchase and Sale
     Agreement.

5.   Whiting  acknowledges  that  it  is  holding  the  Interests
     subject   to  the  terms  and  conditions  of  the  Purchase
     Agreement  and  that, subject to such terms and  conditions,
     any credits or other payments arising from or related to the
     ownership of the Interests since February 1, 2000, have been
     accruing for the benefit of Delta.  Whiting hereby agrees to
     distribute  to  Hexagon all credits and payments  that  have
     accrued or will accrue in connection with the Interests from
     the  date  hereof  and that are otherwise payable  to  Delta
     pursuant   to  the  Purchase  Agreement  unless  and   until
     otherwise advised in writing by Hexagon.

       IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Certificate  to  be duly executed as of the day  and  year  first
written above.



                              WHITING PETROLEUM CORPORATION
                              a Delaware Corporation



                              By:  s/John R. Hazlett
                              Name: John R. Hazlett
                              Its: Vice President


                         PROMISSORY NOTE


$3,795,000.00                                       July 10, 2000
                                                 Denver, Colorado

     FOR VALUE RECEIVED, the undersigned DELTA PETROLEUM
CORPORATION, a Colorado corporation ("Maker"), whose address is
555 17th Street, Suite 3310, Denver, Colorado 80202, promises to
pay to the order of HEXAGON INVESTMENTS, LLC, a Colorado limited
liability company ("Holder"), whose address is 1407 Larimer
Street, Suite 300, Denver, Colorado 80202, or at such other
address as Holder may from time to time designate, the principal
sum of Three Million Seven Hundred Ninety Five Thousand and
No/100 Dollars ($3,795,000.00), or so much thereof as may be
advanced by Holder hereunder and remain unpaid from time to time,
together with interest on said principal sum or such part thereof
disbursed by Holder, from the date of each disbursement made by
Holder until repaid in full, at the rate and at the times set
forth below.  The loan evidenced by this Promissory Note (the
"Note") is not a revolving loan and, therefore, Maker may not
borrow, repay and reborrow the principal indebtedness evidenced
hereby.

     1.        Definitions.  As used herein, the following terms shall
have the indicated meanings (definitions appear in alphabetical
order and defined terms used within definitions are defined
either above or in the appropriate alphabetical place within this
Paragraph 1):

          (a)       Default Interest Rate.  A fluctuating rate per annum at
all times equal to the lesser of (i) eighteen percent (18%) per
annum, or (ii) the Maximum Rate.

          (b)       Guaranty Agreement.  That certain Guaranty Agreement
dated of even date herewith executed jointly and severally by
Roger A. Parker and  Aleron H. Larson Jr.  for the benefit of
Holder.

          (c)       Loan Documents.  Collectively, all documents and
instruments now or hereafter evidencing, securing, guaranteeing
and/or relating to the indebtedness evidenced by this Note, as
the same may be amended or replaced from time to time hereafter,
including, without limitation, this Note, that certain Letter
Agreement dated contemporaneously herewith, and the Guaranty
Agreement.

          (d)       Maturity Date.  October 9, 2000.

          (e)       Maximum Rate.  The maximum non-usurious rate of
interest per annum permitted by whichever of applicable United
States federal law or Colorado law permits the higher interest
rate, including, to the extent permitted by such applicable law,
any amendments thereof or any new law hereafter coming into
effect to the extent a higher maximum non-usurious rate of
interest is permitted thereby.  The Maximum Rate shall be applied
by taking into account all amounts characterized by applicable
law as interest on the debt evidenced by this Note, so that the
aggregate of all interest does not exceed the maximum
non_usurious amount permitted by applicable law.

          (f)       Note.  This Promissory Note.

     2.        Interest Rate.  The outstanding principal balance of
this Note shall bear interest, from the date of each disbursement
of the loan proceeds made by Holder until repaid in full, at a
rate per annum at all times equal to fifteen percent (15%).
Interest shall accrue and compound monthly on the outstanding
principal balance of this Note.  Interest on the principal
balance of this Note shall be due and payable on the Maturity
Date.

     3.        Accrual of Interest.  Unless the due date of this Note
is accelerated upon the occurrence of an Event of Default (as
hereinafter defined), no payment of principal or interest shall
be due hereunder until the Maturity Date, when the outstanding
principal balance of this Note, together with all accrued
interest thereon and any other sums due under this Note, shall be
immediately due and payable.

     4.        Payment of Interest.  All amounts due hereunder shall
be payable in lawful money of the United States of America.
Accrued interest shall bear interest at the same rate as the
principal of this Note.

     5.        Prepayment.  Maker may prepay this Note upon ten (10)
days' prior written notice to Holder without premium.  Maker
shall not be entitled to reborrow any amounts prepaid hereunder.

     6.        Time.  Time is of the essence hereof.

     7.        Events of Default.  At the option of Holder, the
payment of all principal, any interest accrued thereon and any
other sums then due and payable under the provisions of this Note
will be accelerated and such principal, interest and such other
sums shall be immediately due and payable without notice or
demand upon the earlier to occur of any of the following events
(an "Event of Default"):

          (a)       the failure of Maker to pay any amounts hereunder or
under any other Loan Document when due, subject to any applicable
grace or cure period set forth herein or in such other Loan
Document;

          (b)       any other default hereunder or under any other Loan
Document, not cured within any applicable grace period;

          (c)       the filing by Maker, any guarantor of the obligations
represented by this Note, or any Affiliate of Maker or any such
guarantor of a voluntary petition in bankruptcy; the commencement
of a bankruptcy or insolvency proceeding against any such party
(unless stayed or dismissed within 30 days); the filing by any
such party of an assignment for the benefit of creditors; or the
attachment, execution or judicial seizure, whether by enforcement
of money judgment, writ or warrant of attachment or any other
process, of all or substantially all of the assets of Maker or
such party which is not released within sixty (60) days after
such action; and

     8.        Default Interest Rate.  After the Maturity Date or
after an Event of Default, the principal amount outstanding, and
all accrued interest thereon, shall thereafter bear interest at
the Default Interest Rate.

     9.        Release.  Each Maker, endorser, cosigner and guarantor
of this Note hereby expressly grants to Holder the right to
release or to agree not to sue any other person, or to suspend
the right to enforce this Note against such other person or to
otherwise discharge such person; and each such Maker, endorser,
cosigner and guarantor hereby agrees that the exercise of such
rights by Holder shall have no effect on the liability of any
other person, primarily or secondarily liable hereunder.

     10.       Waivers.  Maker, for itself and its legal
representatives, successors and assigns, expressly waives
presentment, protest, demand, notice of dishonor, notice of
nonpayment, notice of maturity, notice of protest, presentment
for the purposes of accelerating the maturity, and diligence in
collection, and consents that Holder may extend the time for
payment or otherwise modify the terms of payment of any part or
the whole of the debt evidenced hereby.

     11.       Attorneys' Fees.  If Holder employs counsel to collect
this Note or otherwise to exercise its remedies, including
without limitation filing a claim in connection with any
bankruptcy or insolvency proceedings, Maker shall pay the
reasonable fees, costs and expenses of Holder, including without
limitation attorneys' fees, whether or not suit is brought.

     12.       Limitations on Interest.  This Note is subject to the
express condition that at no time shall Maker be obligated or
required to pay interest on the principal balance at a rate which
could subject Holder to either civil or criminal liability as a
result of being in excess of the Maximum ate which Maker is
permitted by law to contract or agree to pay.  If by the terms of
this Note Maker is at any time required or obligated to pay
interest on the principal balance at a rate in excess of such
Maximum Rate, the rate of interest under this Note shall be
deemed to be immediately reduced to such Maximum Rate and
interest payable hereunder shall be computed at such Maximum
Rate.

     13.       Notice.  Whenever any party hereto shall desire to, or
be required to, give or serve any notice, demand, request or
other communication with respect to this Note, each such notice,
demand, request or communication shall be in writing and shall be
effective only if the same is delivered by personal service
(including, without limitation, courier or express service) or
mailed certified or registered mail, postage prepaid, return
receipt requested, or sent by telegram or facsimile transmission
with confirmation of receipt, to the parties at the addresses
shown throughout this Note or such other addresses which the
parties may provide to one another in accordance herewith.  If
notice is sent to Holder, a copy of such notice shall also be
given to Steven C. Demby, Esq., Brownstein Hyatt & Farber, P.C.,
410 17th Street, Suite 2222, Denver, Colorado 80202.  If notice
is sent to Maker, a copy of such notice shall also be given to
Roger A. Parker, c/o Delta Petroleum Corporation, 555 17th
Street, Suite 3310, Denver, Colorado 80202.  Notice delivered
personally will be effective upon delivery to an authorized
representative of the party at the designated address; notices
sent by mail in accordance with the above paragraph will be
effective upon execution by the addressee of the Return Receipt.
Notices delivered via facsimile will be effective upon
confirmation of receipt.

     14.       Recourse Obligation.  This Note is specifically a full
recourse obligation, and nothing herein contained shall be
construed to prevent Holder from proceeding personally against
Maker under this Note.

     15.       Business Purpose.  Maker certifies that this loan is
obtained for business or commercial purposes and that the
proceeds thereof will not be used primarily for personal, family,
household or agricultural purposes.

     16.       Representations and Warranties.  Maker makes the
following representations and warranties, which shall be deemed
to be continuing representations and warranties in favor of
Holder, and covenants and agrees to perform all acts necessary to
maintain the truth and correctness, in all material respects, of
the following:

          (a)       Maker's Employer Identification Number is: 84-1060803
and its principal place of business is 555 17th Street, Suite
3310, Denver, Colorado 80202.

          (b)       Maker agrees that it shall not, without prior written
notification to Holder, move or otherwise change its principal
place of business.

     17.       CHOICE OF LAW.  THIS NOTE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  THE PARTIES
FURTHER AGREE THAT IN THE EVENT OF DEFAULT, THIS NOTE MAY BE
ENFORCED IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF
COLORADO AND THEY DO HEREBY SUBMIT TO THE JURISDICTION OF ANY AND
ALL SUCH COURTS REGARDLESS OF THEIR RESIDENCE OF WHERE THIS NOTE
OR ANY ENDORSEMENT HEREOF MAY BE EXECUTED.

     18.       WAIVER OF TRIAL BY JURY.  TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, AND ACKNOWLEDGING THAT THE
CONSEQUENCES OF SAID WAIVER ARE FULLY UNDERSTOOD, MAKER HEREBY
EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY, THE RIGHT TO
INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS, ANY
CLAIM OF LACHES AND ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR
DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED AGAINST MAKER
OR ANY OTHER PERSON LIABLE ON THIS NOTE.  MAKER ACKNOWLEDGES AND
AGREES THAT HOLDER SHALL HAVE ALL RIGHTS OF A THIRD PARTY
CREDITOR WITH RESPECT TO THIS NOTE, AND MAKER WAIVES AND RELEASES
FOR ITSELF ALL CLAIMS TO THE CONTRARY.

SIGNATURE PAGE TO THAT CERTAIN PROMISSORY NOTE GIVEN BY DELTA
PETROLEUM CORPORATION, A COLORADO CORPORATION, TO HEXAGON
INVESTMENTS, LLC, A COLORADO LIMITED LIABILITY COMPANY

     EXECUTED as of the date set forth above.

                              DELTA PETROLEUM CORPORATION,
                              a Colorado corporation


                              By:  s/Roger A. Parker
                              Roger A. Parker, President




STATE OF COLORADO             )
                              ) ss.
COUNTY OF DENVER              )

     The foregoing instrument was acknowledged before me this
11th day of July, 2000, by Roger A. Parker as President of Delta
Petroleum Corporation.

     Witness my hand and notarial seal.

     My commission expires:    3-2-2003


                              S/Mary M. May
                              Notary Public

[SEAL]



                       GUARANTY AGREEMENT


     THIS GUARANTY AGREEMENT (this "Guaranty Agreement"), is
made as of July 10, 2000, by Roger A. Parker ("Parker") and
Aleron H. Larson, Jr. ("Larson") jointly and severally (Parker
and Larson are individually and collectively referred to herein
as the "Guarantors"), each of whose address is 555 17th Street,
Suite 3310, Denver, Colorado 80202, for the benefit of HEXAGON
INVESTMENTS, LLC, a Colorado limited liability company
("Hexagon"), whose address is 1407 Larimer Street, Suite 300,
Denver, Colorado 80202.

                      W I T N E S S E T H:

     WHEREAS, Hexagon has made a loan (the "Loan") to Delta
Petroleum Corporation, a Colorado corporation ("Maker"), as
evidenced by that certain Promissory Note in the amount of
$3,795,000.00 of even date herewith from Maker payable to the
order of Hexagon (the "Note"), that certain Letter Agreement of
even date herewith, this Guaranty Agreement and any other
instrument or documents now or hereafter evidencing,
guaranteeing, securing or relating to the indebtedness evidenced
by the Note (hereinafter collectively referred to as the "Loan
Documents"); and

     WHEREAS, each Guarantor is a, director, officer and/or
significant shareholder of Maker and believes he shall
substantially benefit, directly or indirectly, from the making of
the Loan; and

     WHEREAS, as a condition of making the Loan, Hexagon has
required the Guarantors to jointly and severally guarantee to
Hexagon the obligations of Maker under the Loan Documents, and
certain other items as herein set forth.

     NOW, THEREFORE, in order to induce Hexagon to make the Loan,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Guarantor
hereby jointly and severally covenants and agrees as follows:

     1.   Each Guarantor irrevocably, unconditionally, jointly
and severally fully guarantees the due, prompt and complete
performance of each and every one of the following obligations:
(a) the payment and performance by Maker of each and every
obligation of Maker under the Note and the other Loan Documents
to which it is a party; and (b) the due, prompt and complete
payment of all costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by Hexagon in collection or
enforcement of this Guaranty Agreement against the Guarantors
(the obligations described in this Paragraph 1 are hereinafter
collectively referred to as the "Indebtedness").

     2.   Each Guarantor hereby grants to Hexagon, in the
absolute discretion of Hexagon, and without notice to any
Guarantor, the power and authority to deal in any lawful manner
with the Indebtedness and the other obligations guaranteed
hereby, and without limiting the generality of the foregoing, the
further power and authority, from time to time:

          (a)  to renew, compromise, extend, accelerate or
otherwise change the time or place of payment of or to otherwise
change the terms of the Indebtedness;

          (b)  to modify or to waive any of the terms of the
obligations guaranteed hereby;

          (c)  to take and hold security for the payment of the
Indebtedness and/or performance of the other obligations
guaranteed hereby and to impair, exhaust, exchange, enforce,
waive or release any such security;

          (d)  to direct the order or manner of sale of any such
security as Hexagon, in its discretion, may determine;

          (e)  to grant any indulgence, forbearance or waiver
with respect to the Indebtedness or any of the other obligations
guaranteed hereby; and

          (f)  to release or waive rights against any one or more
Guarantors without releasing or waiving any rights against any
other Guarantor.

The liability of each Guarantor hereunder shall not be affected,
impaired or reduced in any way by any action taken by Hexagon
under the foregoing provisions or any other provision hereof, or
by any delay, failure or refusal of Hexagon to exercise any right
or remedy it may have against Maker or any other person, firm or
corporation, including other guarantors, if any, liable for all
or any part of the Indebtedness or any of the other obligations
guaranteed hereby.

     3.   The Guarantors agree that if any of the Indebtedness is
not fully and timely paid or performed according to the tenor
thereof, whether by acceleration or otherwise, the Guarantors
shall immediately upon receipt of written demand therefor from
Hexagon pay all of the Indebtedness hereby guaranteed in like
manner as if the Indebtedness constituted the direct and primary
obligation of the Guarantors.  The Guarantors shall not have any
right of subrogation as a result of any payment hereunder or any
other payment made by the Guarantors or a Guarantor on account of
the Indebtedness, and each Guarantor hereby waives, releases and
relinquishes any claim based on any right of subrogation, any
claim for unjust enrichment or any other theory that would
entitle a Guarantor to a claim against Maker based on any payment
made hereunder or otherwise on account of the Indebtedness until
Hexagon is paid in full.

     4.   This Guaranty Agreement and the obligations of the
Guarantors hereunder shall be continuing and irrevocable until
the Indebtedness has been satisfied in full. Notwithstanding the
foregoing or anything else set forth herein, and in addition
thereto, if at any time all or any part of any payment received
by Hexagon from Maker or a Guarantor under or with respect to
this Guaranty Agreement is or must be rescinded or returned for
any reason whatsoever (including, but not limited to,
determination that said payment was a voidable preference or
fraudulent transfer under insolvency, bankruptcy or
reorganization laws), then Guarantors' obligations hereunder
shall, to the extent of the payment rescinded or returned, be
deemed to have continued in existence, notwithstanding such
previous receipt of payment by Hexagon, and Guarantors'
obligations hereunder shall continue to be effective or be
reinstated as to such payment, all as though such previous
payment to Hexagon had never been made.  The provisions of the
foregoing sentence shall survive termination of this Guaranty
Agreement, and shall remain a valid and binding obligation of
each Guarantor until satisfied.

     5.   Each Guarantor hereby waives notice of acceptance of
this Guaranty Agreement by Hexagon and this Guaranty Agreement
shall immediately be binding upon each Guarantor.  Any Guarantor
who executes this Guaranty Agreement shall be fully bound hereby
regardless of whether or not any other Guarantor subsequently
executes this Guaranty Agreement.

     6.   Each Guarantor hereby waives and agrees not to assert
or take advantage of:

          (a)  any right to require Maker to proceed against any
other person or to proceed against or exhaust any security held
by Maker at any time or to pursue any other remedy in Maker's
power before proceeding against any one or more Guarantors
hereunder;

          (b)  any right to require Hexagon to proceed against
Maker or any other person or to proceed against or exhaust any
security held by Hexagon at any time or to pursue any other
remedy in Hexagon's power before proceeding against any one or
more Guarantors hereunder;

          (c)  any defense that may arise by reason of the
incapacity, lack of authority, death or disability of any other
person or persons or the failure of Hexagon to file or enforce a
claim against the estate (in administration, bankruptcy or any
other proceeding) of any other person or persons;

          (d)  demand, presentment for payment, notice of
non_payment, protest, notice of protest and all other notices of
any kind, including, without limitation, notice of the existence,
creation or incurring of any new or additional indebtedness or
obligation or of any action or non_action on the part of Hexagon
or any endorser or creditor of Hexagon or any Guarantor or on the
part of any other person whomsoever under this or any other
instrument in connection with any obligation or evidence of
indebtedness held by Hexagon or in connection with the
Indebtedness;

          (e)  any election by Hexagon to exercise any right or
remedy it may have against Maker or any security held by Hexagon,
including, without limitation, the right to foreclose upon any
such security by judicial or non-judicial sale, without affecting
or impairing in any way the liability of Guarantors hereunder,
except to the extent the indebtedness has been paid, and the
Guarantors waive any default arising out of the absence,
impairment or loss of any right of reimbursement, contribution or
subrogation or any other right or remedy of the Guarantors
against Maker or any such security whether resulting from such
election by Hexagon or otherwise.  The Guarantors understand that
if all or any part of the liability of Maker to Hexagon for the
Indebtedness is secured by real property the Guarantors shall be
liable for the full amount of their liability hereunder,
notwithstanding foreclosure on such real property by trustee sale
or any other reason impairing the Guarantors' right to proceed
against Maker; and

          (f)  all duty or obligation on the part of Hexagon to
perfect, protect, not impair, retain or enforce any security for
the payment of the Indebtedness or performance of any of the
other obligations guaranteed hereby.

     7.   All existing and future indebtedness of Maker to the
Guarantors or to any person controlled or owned in whole or in
part by any of the Guarantors and, the right of the Guarantors to
withdraw or to cause or permit any person controlled or owned in
whole or in part by any of the Guarantors to withdraw any capital
invested by any Guarantor in Maker, is hereby subordinated to the
Indebtedness at any time after a default exists under the
Indebtedness.  Furthermore, without the prior written consent of
Hexagon, such subordinated indebtedness shall not be paid and
such capital shall not be withdrawn in whole or in part nor shall
any Guarantor accept or cause or permit any person controlled or
owned in whole or in part by a Guarantor to accept any payment of
or on account of any such subordinated indebtedness or as a
withdrawal of capital at any time after a default exists under
the Indebtedness.  Any payment received by the Guarantors in
violation of this Guaranty Agreement shall be received by the
person to whom paid in trust for Hexagon, and Guarantors shall
cause the same to be paid to Hexagon immediately on account of
the Indebtedness.  No such payment shall reduce or affect in any
manner the liability of the Guarantors under this Guaranty
Agreement.

     8.   The amount of each Guarantor's liability and all
rights, powers and remedies of Hexagon hereunder shall be
cumulative and not alternative and such rights, powers and
remedies shall be in addition to all rights, powers and remedies
given to Hexagon under any document or agreement relating in any
way to the terms and provisions hereof or otherwise by law. With
respect to each Guarantor, this Guaranty Agreement is in addition
to and exclusive of the guaranty of any other Guarantor executing
this Guaranty Agreement or any other person or entity which
guarantees the Indebtedness and/or the other obligations
guaranteed hereby.

     9.   The liability of each Guarantor under this Guaranty
Agreement shall be an absolute, direct, immediate and
unconditional guarantee of payment and not of collectability. The
obligations of each Guarantor hereunder are independent of the
obligations of Maker or any other party which may be initially or
otherwise responsible for performance or payment of the
obligations hereunder guaranteed and each other Guarantor, and,
in the event of any default hereunder, a separate action or
actions may be brought and prosecuted against any one or more
Guarantors, whether or not Maker is joined therein or a separate
action or actions are brought against Maker.  Hexagon may
maintain successive actions for other defaults.  Hexagon's rights
hereunder shall not be exhausted by its exercise of any of its
rights or remedies or by any such action or by any number of
successive actions until and unless the Indebtedness has been
paid in full.

     10.  The Guarantors hereby agree to pay to Hexagon, upon
demand, reasonable attorneys' fees and all costs and other
expenses which Hexagon expends or incurs in collecting or
compromising the Indebtedness or in enforcing this Guaranty
Agreement against each Guarantor whether or not suit is filed,
including, without limitation, all costs, attorneys' fees and
expenses incurred by Hexagon in connection with any insolvency,
bankruptcy, reorganization, arrangement or other similar
proceedings involving a Guarantor which in any way affect the
exercise by Hexagon of its rights and remedies hereunder.  Any
and all such costs, attorneys' fees and expenses not so paid
shall bear interest at an annual interest rate equal to the
lesser of (i) 18%, or (ii) the highest rate permitted by
applicable law, from the date incurred by Hexagon until paid by
the Guarantors.

     11.  Should any one or more provisions of this Guaranty
Agreement be determined to be illegal or unenforceable, all other
provisions nevertheless shall be effective.

     12.  No provision of this Guaranty Agreement or right of
Hexagon hereunder can be waived nor can any Guarantor be released
from such Guarantor's obligations hereunder except by a writing
duly executed by Hexagon.  This Guaranty Agreement may not be
modified, amended, revised, revoked, terminated, changed or
varied in any way whatsoever except by the express terms of a
writing duly executed by Hexagon.

     13.  When the context and construction so require, all words
used in the singular herein shall be deemed to have been used in
the plural, and the masculine shall include the feminine and
neuter and vice versa.  The word "person" as used herein shall
include any individual, company, firm, association, partnership,
corporation, trust or other legal entity of any kind whatsoever.

     14.  If any or all of the Indebtedness is assigned by
Hexagon, this Guaranty Agreement shall automatically be assigned
therewith in whole or in part, as applicable, without the need of
any express assignment and when so assigned, each Guarantor shall
be bound as set forth herein to the assignee(s) without in any
manner affecting such Guarantor's liability hereunder for any
part of the Indebtedness retained by such Hexagon.

     15.  Parker's Social Security Number is          .
Larson's Social Security Number is             .

     16.  This Guaranty Agreement shall inure to the benefit of
and bind the heirs, legal representatives, administrators,
executors, successors and assigns of Hexagon and Guarantors.

     17.  This Guaranty Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado
without regard to principles of conflicts of law.  In any action
brought under or arising out of this Guaranty Agreement, each
Guarantor hereby consents to the jurisdiction of any competent
court within the City & County of Denver, Colorado and consents
to service of process by any means authorized by the laws of such
State.  Except as provided in any other written agreement now or
at any time hereafter in force between Hexagon and any Guarantor,
this Guaranty Agreement shall constitute the entire agreement of
Guarantors with Hexagon with respect to the subject matter
hereof, and no representation, understanding, promise or
condition concerning the subject matter hereof shall be binding
upon Hexagon or any Guarantor unless expressed herein or in a
writing signed by Guarantors and Hexagon.

     18.  All notices, demands, requests or other communications
to be sent by one party to the other hereunder or required by law
shall be in writing and shall be deemed to have been validly
given or served by delivery of same in person to the addressee or
by depositing same with Federal Express for next business day
delivery or by depositing same in the United States mail, postage
prepaid, registered or certified mail, return receipt requested,
addressed as follows:

     Hexagon:            1407 Larimer Street, Suite 300
                         Denver, Colorado 80202
                         Attention: Conway Schatz
                         Telephone: (303)571-1010

     With a copy to:     Steven C. Demby, Esq.
                         410 17th Street, 22nd Floor
                         Denver, Colorado 80202
                         Telephone: (303)223-1100

     Guarantor:          Roger A. Parker
                         555 17th Street, Suite 3310
                         Denver, Colorado 80202

     Guarantor:          Aleron H. Larson, Jr.
                         555 17th Street, Suite 3310
                         Denver, Colorado 80202

     With a copy to:     __________________________
                         __________________________
                         __________________________

     All notices, demands and requests shall be effective upon
such personal delivery or upon being deposited with Federal
Express or in the United States mail as required above. However,
with respect to notices, demands or requests so deposited with
Federal Express or in the United States mail, the time period in
which a response to any such notice, demand or request must be
given shall commence to run from the next business day following
any such deposit with Federal Express or, in the case of a
deposit in the United States mail as provided above, the date on
the return receipt of the notice, demand or request reflecting
the date of delivery or rejection of the same by the addressee
thereof. Rejection or other refusal to accept or the inability to
deliver because of changed address of which no notice was given
shall be deemed to be receipt of the notice, demand or request
sent.  By giving to the other party hereto at least 30 days'
written notice thereof in accordance with the provisions hereof,
the parties hereto shall have the right from time to time to
change their respective addresses and each shall have the right
to specify as its address any other address within the United
States of America.

     19.  Each Guarantor hereby agrees that this Guaranty
Agreement, the Indebtedness and all other obligations guaranteed
hereby, shall remain in full force and effect at all times
hereafter until paid and/or performed in full notwithstanding any
action or undertakings by, or against, Hexagon, any Guarantor,
and/or any member in Hexagon in any proceeding in the United
States Bankruptcy Court, including, without limitation, any
proceeding relating to valuation of collateral, election or
imposition of secured or unsecured claim status upon claims by
Hexagon pursuant to any Chapter of the Bankruptcy Code or the
Rules of Bankruptcy Procedure as same may be applicable from time
to time.

     20.  This Guaranty Agreement may be executed in any number
of counterparts, each of which shall be effective only upon
delivery and thereafter shall be deemed an original, and all of
which shall be taken to be one and the same instrument, with the
same effect as if all parties hereto had signed the same
signature page.  Any signature page of this Guaranty Agreement
may be detached from any counterpart of this Guaranty Agreement
without impairing the legal effect of any signatures thereon and
may be attached to another counterpart of this Guaranty Agreement
identical in form hereto but having attached to it one or more
additional signature pages.  Execution by any Guarantor shall
bind such Guarantor regardless of whether any one or more other
Guarantors execute this Guaranty Agreement.

     IN WITNESS WHEREOF, the undersigned Guarantors have executed
this Guaranty Agreement as of the day and year first above
written.

                              GUARANTORS:


                              s/Roger A. Parker
                              Roger A. Parker


                              s/Aleron H. Larson, Jr.
                              Aleron H. Larson, Jr.


STATE OF COLORADO             )
                              )  ss.
COUNTY OF DENVER              )

     The foregoing instrument was acknowledged before me this
11th day of July, 2000, by Roger A. Parker.

     Witness my hand and notarial seal.

     My commission expires: 3-2-2003


                              s/Mary M. May
                              Notary Public


STATE OF COLORADO             )
                              )  ss.
COUNTY OF DENVER              )

     The foregoing instrument was acknowledged before me this
11th day of July, 2000, by Aleron H. Larson, Jr.

     Witness my hand and notarial seal.

     My commission expires:  3-2-2003


                              s/Mary M. May
                              Notary Public

EX-99.1

              INVESTMENT REPRESENTATION AGREEMENT



Delta Petroleum Corporation
C/O 555 17th Street, Suite 3310
Denver, Colorado 80202


Gentlemen:

     1.    Subscription.   The  undersigned  Bank  Leu  AG  whose
address  is Bahnhofstrasse 32, 8022 Zurich Switzerland  (and  its
designees)  hereby  agrees  to  acquire,  from  Delta   Petroleum
Corporation  ("DPC"  or  the "Company")  258,621  shares  of  the
restricted  and  legended common stock of DPC  (collectively  the
"Securities"), at a price of $2.90 per share for an aggregate  of
$750,000 in a private negotiated transaction pursuant to  Section
3(b)  and/or  4(2)  of  the Act (and the regulations  promulgated
thereunder)   and/or  other  applicable  statute,   rule   and\or
regulation.

     2.     Representations  and  Warranties.   The   undersigned
warrants and represents to the Company that:

          a.     The   Securities  are  being  acquired  by   the
undersigned for investment for its own account, and  not  with  a
view  to  the  offer  or  sale in connection  therewith,  or  the
distribution  thereof, and that the undersigned is not  now,  and
will  not in the future, participate, directly or indirectly,  in
an underwriting of any such undertaking except in compliance with
applicable registration provisions of the Act.

          b.    The  undersigned will not take, or  cause  to  be
taken, any action that would cause it to be deemed an underwriter
of  the Securities, as defined in Section 2(11) of the Securities
Act of 1933, as amended (the "Act").

          c.    The  undersigned has been afforded an opportunity
to  examine such documents and obtain such information concerning
the   Company  as  it  may  have  requested,  including   without
limitation  all publicly available information, and has  had  the
opportunity   to   request  such  other  information   (and   all
information  so requested has been provided) for the  purpose  of
verifying the information furnished to it and for the purpose  of
answering  any question it may have had concerning  the  business
affairs  of the Company and it has reviewed to the extent desired
by   it   the  Articles,  Bylaws  and  Minutes  of  the  Company,
documentation  concerning  the  Company's  financial   condition,
assets,  liabilities,  share  ownership  and  capital  structure,
operations,  sales,  management, public market,  public  filings,
litigation and other material contracts and matters.

     d.    The  undersigned (and its officers,  directors  and/or
agents, as applicable) have had an opportunity to personally  ask
questions  of,  and  receive answers from, one  or  more  of  the
officers  and  directors of the Company and/or the attorneys  for
the Company to ascertain and verify the accuracy and completeness
of  all  material information regarding the Company, its business
and  its officers, directors, and promoters.  The undersigned has
had  an opportunity to ask questions of and receive answers  from
duly  designated  representatives of the Company  concerning  the
terms  and conditions pursuant to which the Securities are  being
acquired by it.

     e.   The undersigned understands that its acquisition of the
Securities from the Company is a negotiated private transaction.

     f.    By  reason  of  the knowledge and  experience  of  the
undersigned  (and  that of its officers and directors  and  their
respective  advisors  and investment bankers)  in  financial  and
business matters in general, and investments in particular, it is
capable  of  evaluating the merits and risks of an investment  in
the Securities.

     g.    The  undersigned  is capable of bearing  the  economic
risks of an investment in the Securities.

     h.    The undersigned's present financial condition is  such
that  it  is  under  no present or contemplated  future  need  to
dispose  of any portion of the Securities to satisfy any existing
or contemplated undertaking, need or indebtedness.

     i.    If required to do so, it has retained to advise it, as
to  the  merits  and  risks of a prospective  investment  in  the
Securities, a purchaser representative, legal counsel,  financial
and accounting advisors, investment bankers, etc.

     j.    The undersigned hereby represents and warrants to  the
Company   that   all  of  the  representations,  warranties   and
acknowledgements contained in this agreement, and the agreements,
if  any,  to  which this document is attached as an  exhibit  are
true,   accurate  and  complete  as  of  the  date   herein   and
acknowledges  that the Company, its officers, directors,  agents,
and  affiliates have relied on its representations and warranties
herein  in consenting to the restricted issuance and/or  transfer
of  the Securities and the undersigned hereby agrees to indemnify
and  hold  the  Company  (together with its officers,  directors,
agents  and  affiliates) harmless with respect  to  any  and  all
expenses,  claims  or  litigation (including  without  limitation
reasonable  attorney's  fees related  thereto)  arising  from  or
related  to breach of this agreement including without limitation
breach of any warranty or representation herein.

     3.     Restrictions.    The  undersigned  acknowledges   and
understands that the Securities are unregistered and must be held
indefinitely by the undersigned and/or its assignees unless  they
are  subsequently registered under the Act or an  exemption  from
such   registration   is  available.   The  undersigned   further
acknowledges that it is fully aware of the applicable limitations
on  the  resale of the Securities.  For instance, Rule  144  (the
"Rule")  permits sales of "Restricted Securities"  held  for  not
less than two years and upon compliance with the requirements  of
such  Rule.   Further, the Securities must be sold in  an  active
market  and appropriate information relating to the Company  must
be  generally  available  in order to  effectuate  a  transaction
pursuant to the Rule by an affiliate of the Company.  Any and all
certificates  representing  the  Securities  and  any   and   all
securities  issued  in replacement or conversion  thereof  or  in
exchange  thereof  shall  bear  the  following  legend,  or   one
substantially similar thereto, which the undersigned has read and
understands:

     The Securities represented by this Certificate have not been
     registered under the Securities Act of 1933 (the "Act")  and
     are  "restricted securities" as that term is defined in Rule
     144  under  the Act.  The Securities may not be offered  for
     sale,  sold or otherwise transferred except pursuant  to  an
     effective  registration statement under the Act or  pursuant
     to  an  exemption  from  registration  under  the  Act,  the
     availability   of  which  is  to  be  established   to   the
     satisfaction of the Company.

The  undersigned further agrees that the Company shall  have  the
right to issue a stop transfer instruction to its transfer agent,
if any, or to note a stop transfer instruction in its stockholder
records, which will prevent any resale of the securities prior to
two  years from purchase which is not in compliance with the Rule
or  subject  to  an  effective  registration  statement,  without
written  consent from the Company, and it acknowledges  that  the
Company   has  informed  it  of  its  intention  to  issue   such
instructions when and if necessary.

      4.    Registration Rights. Within ninety (90) days  of  the
consummation  of  this  transaction  the  Company  shall  file  a
registration  statement  (or  similar  document)  with  the  U.S.
Securities and Exchange Commission and shall include such  shares
issued  pursuant  hereto in such registration statement,  at  the
Company's sole cost.

     5.    Successors  and  Assigns.   This  agreement  shall  be
binding upon and shall inure to the benefit of the parties hereto
and  to  the  successors and assigns of the Company  and  to  the
personal  and legal representatives, heirs, guardians, successors
and permitted assignees of the undersigned.

     6.    Applicable Law.  This agreement shall be  governed  by
and  construed  in  accordance with the  laws  of  the  State  of
Colorado  and,  to  the  extent it  involves  any  United  States
statute,  in  accordance with the laws of the United States,  and
jurisdiction and venue for any dispute related hereto shall be in
the District Court for the City and County of Denver, Colorado.



       Bank Leu AG                      By:  s/Alfonso Scardapane/
                                            Elizabeth Scheiwiller
     Typed or Printed Name                   Signature



                                             Bahnhofstrasse 32
Social Security or Tax                          Address
Identification Number


                                          8022 Zurich Switzerland
                                          City, State and Zip Code




ACCEPTED:

Delta Petroleum Corporation


By: s/Aleron H. Larson, Jr.

Dated: 6/30/2000

EX-99.2

                   DELTA PETROLEUM CORPORATION

                      INVESTMENT AGREEMENT

     THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
     WITH  THE  SECURITIES AND EXCHANGE  COMMISSION  OR  ANY
     STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT  BE
     SOLD  OR  TRANSFERRED EXCEPT PURSUANT TO  AN  EFFECTIVE
     REGISTRATION  STATEMENT  OR  AN  EXEMPTION   FROM   THE
     REGISTRATION  REQUIREMENTS OF  THE  FEDERAL  AND  STATE
     SECURITIES LAWS.

     THIS  INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER
     TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
     OF  THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON
     IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
     WOULD  BE  UNLAWFUL.  THESE SECURITIES  HAVE  NOT  BEEN
     RECOMMENDED   BY   ANY  FEDERAL  OR  STATE   SECURITIES
     AUTHORITIES,  NOR HAVE SUCH AUTHORITIES  CONFIRMED  THE
     ACCURACY  OR DETERMINED THE ADEQUACY OF THIS  DOCUMENT.
     ANY  REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL
     OFFENSE.

     AN  INVESTMENT  IN  THESE SECURITIES  INVOLVES  A  HIGH
     DEGREE  OF  RISK.  THE INVESTOR MUST RELY  ON  ITS  OWN
     ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE  RISKS
     INVOLVED.   SEE  THE  RISK FACTORS  SET  FORTH  IN  THE
     ATTACHED DISCLOSURE DOCUMENTS AS EXHIBIT J.

     SEE ADDITIONAL LEGENDS AT SECTIONS 4.7.


            THIS   INVESTMENT  AGREEMENT  (this  "Agreement"   or
"Investment Agreement") is made as of the 21st day of July, 2000,
by  and  between Delta Petroleum Corporation, a corporation  duly
organized  and existing under the laws of the State  of  Colorado
(the  "Company"),  and  the undersigned Investor  executing  this
Agreement ("Investor").

                            RECITALS:

     WHEREAS, the parties desire that, upon the terms and subject
to  the  conditions contained herein, the Company shall issue  to
the  Investor, and the Investor shall purchase from the  Company,
from  time  to  time as provided herein, shares of the  Company's
Common  Stock,  as  part of an offering of Common  Stock  by  the
Company  to Investor, for a maximum aggregate offering amount  of
Twenty  Million  Dollars  ($20,000,000)  (the  "Maximum  Offering
Amount"); and

      WHEREAS, the solicitation of this Investment Agreement and,
if  accepted  by the Company, the offer and sale  of  the  Common
Stock  are  being  made  in  reliance  upon  the  provisions   of
Regulation D ("Regulation D") promulgated under the Act,  Section
4(2)  of  the  Act,  and/or upon such other  exemption  from  the
registration  requirements of the Act as may  be  available  with
respect to any or all of the purchases of Common Stock to be made
hereunder.

                             TERMS:

     NOW, THEREFORE, the parties hereto agree as follows:

      1.    Certain  Definitions.   As  used  in  this  Agreement
(including  the recitals above), the following terms  shall  have
the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

      "20%  Approval" shall have the meaning set forth in Section
5.25.

      "9.9%  Limitation"  shall have the  meaning  set  forth  in
Section 2.3.1(f).

      "Accredited Investor" shall have the meaning set  forth  in
Section 3.1.

     "Act" shall mean the Securities Act of 1933, as amended.

      "Advance  Put Notice" shall have the meaning set  forth  in
Section 2.3.1(a), the form of which is attached hereto as Exhibit
E.

     "Advance Put Notice Confirmation" shall have the meaning set
forth  in Section 2.3.1(a), the form of which is attached  hereto
as Exhibit F.

      "Advance Put Notice Date" shall have the meaning set  forth
in Section 2.3.1(a).

     "Affiliate" shall have the meaning as set forth Section 6.4.

      "Aggregate  Issued Shares" equals the aggregate  number  of
shares  of Common Stock issued to Investor pursuant to the  terms
of  this Agreement or the Registration Rights Agreement as  of  a
given date, including Put Shares and Warrant Shares.

      "Agreed Upon Procedures Report" shall have the meaning  set
forth in Section 2.5.3(b).

     "Agreement" shall mean this Investment Agreement.

      "Automatic Termination" shall have the meaning set forth in
Section 2.3.2.

     "Bring Down Cold Comfort Letters" shall have the meaning set
forth in Section 2.3.6(b).

     "Business Day" shall mean any day during which the Principal
Market is open for trading.

      "Calendar Month" shall mean the period of time beginning on
the  numeric day in question in a calendar month and for Calendar
Months  thereafter,  beginning on the earlier  of  (i)  the  same
numeric  day of the next calendar month or (ii) the last  day  of
the  next calendar month.  Each Calendar Month shall end  on  the
day  immediately  preceding the beginning of the next  succeeding
Calendar Month.

      "Cap  Amount" shall have the meaning set forth  in  Section
2.3.10.

      "Capital  Raising Limitations" shall have the  meaning  set
forth in Section 6.5.1.

      "Capitalization Schedule" shall have the meaning set  forth
in Section 3.2.4, attached hereto as Exhibit K.

      "Closing"  shall mean one of (i) the Investment  Commitment
Closing  and (ii) each closing of a purchase and sale  of  Common
Stock pursuant to Section 2.

      "Closing Bid Price" means, for any security as of any date,
the  last  closing  bid  price for such  security  during  Normal
Trading  on the NASDAQ Small Cap Market, or, if the NASDAQ  Small
Cap  Market  is not the principal securities exchange or  trading
market  for  such  security, the last closing  bid  price  during
Normal  Trading  of  such  security on the  principal  securities
exchange  or  trading  market where such security  is  listed  or
traded  as  reported  by  such principal securities  exchange  or
trading  market,  or  if the foregoing do  not  apply,  the  last
closing bid price during Normal Trading of such security  in  the
over-the-counter market on the electronic bulletin board for such
security,  or,  if  no  closing bid price is  reported  for  such
security, the average of the bid prices of any market makers  for
such  security as reported in the "pink sheets" by  the  National
Quotation  Bureau,  Inc.   If the Closing  Bid  Price  cannot  be
calculated for such security on such date on any of the foregoing
bases, the Closing Bid Price of such security on such date  shall
be  the  fair market value as mutually determined by the  Company
and  the  Investor  in  this Offering.  If the  Company  and  the
Investor  in  this  Offering are unable to agree  upon  the  fair
market  value  of  the Common Stock, then such dispute  shall  be
resolved by an investment banking firm mutually acceptable to the
Company and the Investor in this offering and any fees and  costs
associated therewith shall be paid by the Company.

      "Commitment Evaluation Period" shall have the  meaning  set
forth in Section 2.6.

      "Commitment Warrants" shall have the meaning set  forth  in
Section 2.4.1, the form of which is attached hereto as Exhibit U.

      "Commitment Warrant Exercise Price" shall have the  meaning
set forth in Section 2.4.1.

     "Common Shares" shall mean the shares of Common Stock of the
Company.

     "Common Stock" shall mean the common stock of the Company.

       "Company"  shall  mean  Delta  Petroleum  Corporation,   a
corporation  duly organized and existing under the  laws  of  the
State of Colorado.

      "Company  Designated Maximum Put Dollar Amount" shall  have
the meaning set forth in Section 2.3.1(a).

      "Company Designated Minimum Put Share Price" shall have the
meaning set forth in Section 2.3.1(a).

      "Company Termination" shall have the meaning set  forth  in
Section 2.3.12.

      "Conditions  to  Investor's  Obligations"  shall  have  the
meaning as set forth in Section 2.2.2.

       "Delisting Event" shall mean any time during the  term  of
this Investment Agreement, that the Company's Common Stock is not
listed  for and actively trading on the Nasdaq Small Cap  Market,
the  Nasdaq  National  Market, the American Stock  Exchange,  the
O.T.C.  Bulletin  Board, or the New York  Stock  Exchange  or  is
suspended  or delisted with respect to the trading of the  shares
of Common Stock on such market or exchange.

      "Disclosure Documents" shall have the meaning as set  forth
in Section 3.2.4.

      "Due  Diligence Review" shall have the meaning as set forth
in Section 2.5.

     "Effective Date" shall have the meaning set forth in Section
2.3.1.

      "Escrow  Agent"  shall mean First Union  National  Bank  of
Georgia.

     "Escrow Agreement" shall mean that  certain Escrow Agreement
and  Instructions by and among the Company, the Escrow Agent  and
the Investor of date even herewith.

     "Evaluation Day" shall have the meaning set forth in Section
2.3.1(b).

      "Exchange  Act" shall mean the Securities Exchange  Act  of
1934, as amended.

      "Excluded Day" shall have the meaning set forth in  Section
2.3.1(b).

      "Extended Put Period" shall mean the period of time between
the Advance Put Notice Date until the Pricing Period End Date.

      "Factual Representation of Counsel" shall have the  meaning
set  forth  in  Section 2.3.6(a), the form of which  is  attached
hereto as Exhibit R.

      "Factual Representation of Counsel Deadline" shall have the
meaning set forth in Section 2.3.6(a).

      "Impermissible Put Cancellation" shall have the meaning set
forth in Section 2.3.1(e).

      "Indemnified Liabilities" shall have the meaning set  forth
in Section 9.

     "Indemnities" shall have the meaning set forth in Section 9.

     "Indemnitor" shall have the meaning set forth in Section 9.

      "Individual Put Limit" shall have the meaning set forth  in
Section 2.3.1 (b).

      "Ineffective Period" shall mean any period of time that the
Registration Statement or any Supplemental Registration Statement
(each  as  defined in the Registration Rights Agreement)  becomes
ineffective  or unavailable for use for the sale  or  resale,  as
applicable,  of  any  or  all of the Registrable  Securities  (as
defined in the Registration Rights Agreement) for any reason  (or
in  the  event  the prospectus under either of the above  is  not
current  and  deliverable) during any time period required  under
the Registration Rights Agreement.

     "Intended Put Share Amount" shall have the meaning set forth
in Section 2.3.1(a).

      "Investment Commitment Closing" shall have the meaning  set
forth in Section 2.2.1.

     "Investment Agreement" shall mean this Investment Agreement.

      "Investment  Commitment Opinion of Counsel" shall  mean  an
opinion from Company's independent counsel, substantially in  the
form attached as Exhibit B, or such other form as agreed upon  by
the parties, as to the Investment Commitment Closing.

      "Investment  Date" shall mean the date  of  the  Investment
Commitment Closing.

      "Investor" shall have the meaning set forth in the preamble
hereto.

      "Key  Employee" shall have the meaning set forth in Section
5.17, as set forth in Exhibit N.

      "Late  Payment Amount" shall have the meaning set forth  in
Section 2.3.8.

     "Legend" shall have the meaning set forth in Section 4.7.

      "Limitation  Period" shall have the meaning  set  forth  in
Section 6.5.1.

      "Major Transaction" shall mean and shall be deemed to  have
occurred at such time upon any of the following events:

            (i)   a   consolidation,  merger  or  other  business
combination  or event or transaction following which the  holders
of  Common  Stock  of  the  Company  immediately  preceding  such
consolidation, merger, combination or event either (i) no  longer
hold  a majority of the shares of Common Stock of the Company  or
(ii)  no  longer have the ability to elect the board of directors
of  the Company (a "Change of Control"); provided, however,  that
if  the  other  entity  involved in such  consolidation,  merger,
combination   or  event  is  a  publicly  traded   company   with
"Substantially  Similar  Trading  Characteristics"  (as   defined
below)  as  the Company and the holders of Common  Stock  are  to
receive  solely Common Stock or no consideration (if the  Company
is  the  surviving entity) or solely common stock of  such  other
entity  (if  such  other  entity is the surviving  entity),  such
transaction  shall  not  be  deemed to  be  a  Major  Transaction
(provided the surviving entity, if other than the Company,  shall
have  agreed to assume all obligations of the Company under  this
Agreement  and the Registration Rights Agreement).  For  purposes
hereof,  an  entity  shall  have  Substantially  Similar  Trading
Characteristics  as  the  Company if  the  average  daily  dollar
Trading Volume of the common stock of such entity is equal to  or
in  excess of $500,000 for the 90th through the 31st day prior to
the public announcement of such transaction;

           (ii) the sale or transfer of all or substantially  all
of the Company's assets; or

           (iii) a purchase, tender or exchange offer made to the
holders  of  outstanding  shares  of  Common  Stock,  such   that
following  such purchase, tender or exchange offer  a  Change  of
Control shall have occurred.

      "Market Price" shall equal the lowest Closing Bid Price for
the  Common  Stock  on the Principal Market  during  the  Pricing
Period for the applicable Put.

     "Material Facts" shall have the meaning set forth in Section
2.3.6(a).

     "Maximum Put Dollar Amount" shall mean the lesser of (i) the
Company  Designated Maximum Put Dollar Amount, if any,  specified
by the Company in a Put Notice, and (ii) $2 million.

      "Maximum  Offering Amount" shall mean have the meaning  set
forth in the recitals hereto.

     "NASD" shall have the meaning set forth in Section 6.9.

      "Nasdaq  20%  Rule"  shall have the meaning  set  forth  in
Section 2.3.10.

     "Normal Trading" shall mean trading that occurs between 9:30
AM  and  4:00  PM, New York City Time, on any Business  Day,  and
shall expressly exclude "after hours" trading.

      "Numeric Day" shall mean the numerical day of the month  of
the  Investment  Date or the last day of the  calendar  month  in
question, whichever is less.

     "NYSE" shall have the meaning set forth in Section 6.9.

     "Offering" shall mean the Company's offering of Common Stock
and Warrants issued under this  Investment Agreement.

      "Officer's Certificate" shall mean a certificate, signed by
an officer of the Company, to the effect that the representations
and  warranties of the Company in this Agreement required  to  be
true  for  the  applicable Closing are true and  correct  in  all
material  respects and all of the conditions and limitations  set
forth in this Agreement for the applicable Closing are satisfied.

       "Opinion  of  Counsel"  shall  mean,  as  applicable,  the
Investment  Commitment Opinion of Counsel,  the  Put  Opinion  of
Counsel, and the Factual Representation of Counsel.

      "Payment  Due  Date" shall have the meaning  set  forth  in
Section 2.3.8.

     "Pricing  Period"  shall  mean, unless  otherwise  shortened
under  the terms of this Agreement, the period beginning  on  the
Business Day immediately following the Put Date and ending on and
including the date which is 20 Business Days after such Put Date.

     "Pricing  Period End Date" shall mean the last Business  Day
of any Pricing Period.

      "Principal Market" shall mean the Nasdaq Small Cap  Market,
the  Nasdaq  National  Market, the American Stock  Exchange,  the
O.T.C.  Bulletin Board, or the New York Stock Exchange, whichever
is  at the time the principal trading exchange or market for  the
Common Stock.

      "Proceeding"  shall have the meaning as set  forth  Section
5.1.

      "Purchase"  shall  have the meaning set  forth  in  Section
2.3.7.

     "Purchase Warrant Exercise Price" shall have the meaning set
forth in Section 2.4.2.

      "Purchase  Warrants" shall have the meaning  set  forth  in
Section 2.4.2, the form of which is attached hereto as Exhibit D.

     "Put" shall have the meaning set forth in Section 2.3.1(d).

      "Put  Cancellation"  shall have the meaning  set  forth  in
Section 2.3.11(a).

      "Put Cancellation Date" shall have the meaning set forth in
Section 2.3.11(a).

      "Put  Cancellation Notice" shall have the meaning set forth
in  Section  2.3.11(a), the form of which is attached  hereto  as
Exhibit Q.

      "Put  Cancellation  Notice  Confirmation"  shall  have  the
meaning  set  forth in Section 2.3.11(c), the form  of  which  is
attached hereto as Exhibit S.

      "Put  Closing" shall have the meaning set forth in  Section
2.3.8.

      "Put  Closing  Date" shall have the meaning  set  forth  in
Section 2.3.8.

      "Put  Date"  shall mean the date that is specified  by  the
Company  in  any  Put  Notice for which the  Company  intends  to
exercise  a  Put  under Section 2.3.1, unless  the  Put  Date  is
postponed  pursuant to the terms hereof, in which case  the  "Put
Date" is such postponed date.

      "Put Dollar Amount" shall  be determined by multiplying the
Put  Share Amount by the respective Put Share Prices with respect
to such Put Shares, subject to the limitations herein.

      "Put  Notice" shall have the meaning set forth  in  Section
2.3.1(d), the form of which is attached hereto as Exhibit G.

      "Put  Notice Confirmation" shall have the meaning set forth
in  Section  2.3.1(d), the form of which is  attached  hereto  as
Exhibit H.

      "Put  Opinion  of  Counsel"  shall  mean  an  opinion  from
Company's independent counsel, in the form attached as Exhibit I,
or  such other form as agreed upon by the parties, as to any  Put
Closing.

      "Put  Share  Amount" shall have the meaning  as  set  forth
Section 2.3.1(b).

      "Put  Share  Price"  shall have the meaning  set  forth  in
Section 2.3.1(c).

      "Put  Shares"  shall mean shares of Common Stock  that  are
purchased by the Investor pursuant to a Put.

     "Registrable Securities" shall have the meaning as set forth
in the Registration Rights Agreement.

      "Registration  Rights Agreement" shall  mean  that  certain
registration  rights agreement entered into by  the  Company  and
Investor  on even date herewith, in the form attached  hereto  as
Exhibit A, or such other form as agreed upon by the parties.

     "Registration Statement" shall have the meaning as set forth
in the Registration Rights Agreement.

      "Regulation  D"  shall have the meaning set  forth  in  the
recitals hereto.

      "Reporting  Issuer"  shall have the meaning  set  forth  in
Section 6.2.

      "Restrictive Legend" shall have the meaning  set  forth  in
Section 4.7.

     "Required Put Documents" shall have the meaning set forth in
Section 2.3.5.

      "Right of First Offer" shall have the meaning set forth  in
Section 6.5.2.

      "Risk  Factors" shall have the meaning set forth in Section
3.2.4, attached hereto as Exhibit J.

     "Schedule of Exceptions" shall have the meaning set forth in
Section 5, and is attached hereto as Exhibit C.

     "SEC" shall mean the Securities and Exchange Commission.

      "Securities" shall mean this Investment Agreement, together
with  the  Common  Stock of the Company,  the  Warrants  and  the
Warrant Shares issuable pursuant to this Investment Agreement.

     "Semi-Annual Non-Usage Fee" shall have the meaning set forth
in Section 2.6.

      "Share  Authorization  Increase Approval"  shall  have  the
meaning set forth in Section 5.25.

      "Stockholder 20% Approval" shall have the meaning set forth
in Section 6.11.

     "Supplemental Registration Statement" shall have the meaning
set forth in the Registration Rights Agreement.

     "Term" shall mean the term of this Agreement, which shall be
a  period  of  time beginning on the date of this  Agreement  and
ending on the Termination Date.

      "Termination Date" shall mean the earlier of (i)  the  date
that  is  three (3) years after the Effective Date, or  (ii)  the
date that is thirty (30) Business Days after the later of (a) the
Put  Closing  Date  on which the sum of the aggregate  Put  Share
Price  for all Put Shares equal the Maximum Offering Amount,  (b)
the  date that the Company has delivered a Termination Notice  to
the  Investor,  (c) the date of an Automatic Termination, and (d)
the date that all of the Warrants have been exercised.

      "Termination Fee" shall have the meaning as  set  forth  in
Section 2.6.

      "Termination Notice" shall have the meaning as set forth in
Section 2.3.12.

      "Third  Party Report" shall have the meaning set  forth  in
Section 3.2.4.

      "Trading  Volume " shall mean the volume of shares  of  the
Company's  Common Stock that trade between 9:30 AM and  4:00  PM,
New  York  City  Time, on any Business Day, and  shall  expressly
exclude any shares trading during "after hours" trading.

      "Transaction Documents" shall have the meaning set forth in
Section 9.

     "Transfer Agent" shall have the meaning set forth in Section
6.10.

      "Transfer  Agent  Instructions" shall  mean  the  Company's
instructions  to its transfer agent, substantially  in  the  form
attached as Exhibit T, or such other form as agreed upon  by  the
parties.

      "Trigger Price" shall have the meaning set forth in Section
2.3.1(b).

      "Truncated Pricing Period" shall have the meaning set forth
in Section 2.3.11(d).

      "Truncated  Put  Share Amount" shall have the  meaning  set
forth in Section 2.3.11(b).

      "Unlegended Share Certificates" shall mean a certificate or
certificates (or electronically delivered shares, as appropriate)
(in  denominations  as instructed by Investor)  representing  the
shares of Common Stock to which the Investor is then entitled  to
receive,  registered in the name of Investor or its  nominee  (as
instructed  by Investor) and not containing a restrictive  legend
or  stop  transfer order, including but not limited  to  the  Put
Shares for the applicable Put and Warrant Shares.

      "Use  of Proceeds Schedule" shall have the meaning  as  set
forth in Section 3.2.4, attached hereto as Exhibit L.

      "Variable  Equity Securities" shall have  the  meaning  set
forth in Section 6.5.1.

      "Volume  Limitations" shall have the meaning set  forth  in
Section 2.3.1(b).

      "Warrant  Shares"  shall mean the Common  Stock  issued  or
issuable upon exercise of the Warrants.

      "Warrants"  shall  mean  Purchase Warrants  and  Commitment
Warrants.


     2.   Purchase and Sale of Common Stock.

          2.1  Offer to Subscribe.

           Subject  to  the terms and conditions herein  and  the
satisfaction of the conditions to closing set forth  in  Sections
2.2  and  2.3  below,  Investor hereby agrees  to  purchase  such
amounts  of Common Stock and accompanying Warrants as the Company
may, in its sole and absolute discretion, from time to time elect
to  issue  and  sell to Investor according to one  or  more  Puts
pursuant to Section 2.3 below.

          2.2  Investment Commitment.

                 2.2.1    Investment  Commitment  Closing.    The
closing  of this Agreement (the "Investment Commitment  Closing")
shall be deemed to occur when this Agreement and the Registration
Rights  Agreement  have been executed by both  Investor  and  the
Company,  the Transfer Agent Instructions have been  executed  by
both  the  Company and the Investor, and the other Conditions  to
Investor's Obligations set forth in Section 2.2.2 below have been
met.

               2.2.2  Conditions to Investor's Obligations.  As a
prerequisite  to  the  Investment  Commitment  Closing  and   the
Investor's  obligations  hereunder, all  of  the  following  (the
"Conditions to Investor's Obligations") shall have been satisfied
prior  to  or  concurrently  with  the  Company's  execution  and
delivery of this Agreement:

                     (a)  the following documents shall have been
               delivered  to  the Investor: (i) the  Registration
               Rights  Agreement  (executed by  the  Company  and
               Investor), (ii) the Investment Commitment  Opinion
               of  Counsel  (signed  by the  Company's  counsel),
               (iii) the Transfer Agent Instructions (executed by
               the   Company  and  the  Investor),  and  (iv)   a
               Secretary's  Certificate as to (A) the resolutions
               of  the  Company's board of directors  authorizing
               this transaction, (B) the Company's Certificate of
               Incorporation, and (C) the Company's Bylaws;

                     (b)  this Investment Agreement, accepted  by
               the  Company,  shall  have been  received  by  the
               Investor;

                     (c)   the  Company's Common Stock  shall  be
               listed  for  trading and actually trading  on  the
               Nasdaq  Small  Cap  Market,  the  Nasdaq  National
               Market,  the American Stock Exchange,  the  O.T.C.
               Bulletin Board,  or the New York Stock Exchange;

                     (d)   other than continuing losses described
               in  the  Risk Factors set forth in the  Disclosure
               Documents (provided for in Section 3.2.4),  as  of
               the  Closing  there have been no material  adverse
               changes  in  the Company's business  prospects  or
               financial  condition since the date  of  the  last
               balance   sheet   included   in   the   Disclosure
               Documents, including but not limited to  incurring
               material liabilities; and

                     (e)   the representations and warranties  of
               the  Company in this Agreement shall be  true  and
               correct   in   all  material  respects   and   the
               conditions to Investor's obligations set forth  in
               this Section 2.2.2 shall have been satisfied as of
               such  Closing;  and the Company shall  deliver  an
               Officer's Certificate, signed by an officer of the
               Company, to such effect to the Investor.

          2.3  Puts of Common Shares to the Investor.

                2.3.1   Procedure  to Exercise a Put. Subject  to
the Individual Put Limit, the Maximum Offering Amount and the Cap
Amount  (if applicable), and the other conditions and limitations
set forth in this Agreement, at any time beginning on the date on
which the Registration Statement is declared effective by the SEC
(the "Effective Date"), the Company may, in its sole and absolute
discretion, elect to exercise one or more Puts according  to  the
following procedure, provided that each subsequent Put Date after
the first Put Date shall be no sooner than five (5) Business Days
following the preceding Pricing Period End Date:

                     (a)  Delivery of Advance Put Notice.      At
least  ten  (10)  Business Days but not  more  than  twenty  (20)
Business  Days  prior to any intended Put Date (unless  otherwise
agreed  in  writing by the Investor), the Company  shall  deliver
advance  written notice (the "Advance Put Notice,"  the  form  of
which  is attached hereto as Exhibit E, the date of such  Advance
Put  Notice  being  the "Advance Put Notice  Date")  to  Investor
stating the Put Date for which the Company shall, subject to  the
limitations and restrictions contained herein, exercise a Put and
stating  the  number of shares of Common Stock  (subject  to  the
Individual Put Limit and the Maximum Put Dollar Amount) which the
Company  intends  to  sell  to the  Investor  for  the  Put  (the
"Intended Put Share Amount").

      The  Company  may,  at its option, also  designate  in  any
Advance  Put Notice (i) a maximum dollar amount of Common  Stock,
not  to exceed $2,000,000, which it shall sell to Investor during
the  Put  (the  "Company Designated Maximum Put  Dollar  Amount")
and/or  (ii) a minimum purchase price per Put Share at which  the
Investor may purchase shares of Common Stock pursuant to such Put
Notice  (a  "Company Designated Minimum Put Share  Price").   The
Company Designated Minimum Put Share Price, if applicable,  shall
be  no greater than 80% of the Closing Bid Price of the Company's
common  stock  on  the Advance Put Notice Date. The  Company  may
decrease  (but not increase) the Company Designated  Minimum  Put
Share  Price for a Put at any time by giving the Investor written
notice of such decrease not later than 12:00 Noon, New York  City
time, on the Business Day immediately preceding the Business  Day
that  such decrease is to take effect.  A decrease in the Company
Designated  Minimum  Put Share Price shall  have  no  retroactive
effect  on the determination of Trigger Prices and Excluded  Days
for  days  preceding  the Business Day that such  decrease  takes
effect.

     Notwithstanding the above, if, at the time of delivery of an
Advance Put Notice, more than two (2) Calendar Months have passed
since  the  date of the previous Put Closing and  the  number  of
shares  specified  in the Advance Put Notice  multiplied  by  the
Closing  Bid Price of the Company's Common Stock for the Business
Day immediately preceding the date of such Advance Put Notice  is
greater than $150,000, then such Advance Put Notice shall provide
at  least  twenty (20) Business Days notice of the  intended  Put
Date,  unless  waived in writing by the Investor.   In  order  to
effect delivery of the Advance Put Notice, the Company shall  (i)
send  the  Advance Put Notice by facsimile on such date  so  that
such  notice is received by the Investor by 6:00 p.m., New  York,
NY time, and (ii) surrender such notice on such date to a courier
for  overnight delivery to the Investor (or two (2) day  delivery
in  the  case of an Investor residing outside of the U.S.).  Upon
receipt  by  the Investor of a facsimile copy of the Advance  Put
Notice,  the Investor shall, within two (2) Business Days,  send,
via facsimile, a confirmation of receipt (the "Advance Put Notice
Confirmation," the form of which is attached hereto as Exhibit F)
of  the  Advance  Put Notice to the Company specifying  that  the
Advance  Put Notice has been received and affirming the  intended
Put Date and the Intended Put Share Amount.

                     (b) Put Share Amount. The "Put Share Amount"
is  the number of shares of Common Stock that the Investor  shall
be  obligated  to  purchase in a given Put, and shall  equal  the
lesser  of  (i)  the  Intended Put Share  Amount,  and  (ii)  the
Individual Put Limit.  The "Individual Put Limit" shall equal the
lesser  of  (i)  15% of the sum of the aggregate  daily  reported
Trading  Volumes in the outstanding Common Stock on the Company's
Principal  Market, excluding any block trades of 20,000  or  more
shares  of  Common  Stock, for all Evaluation  Days  (as  defined
below)  in  the  Pricing Period, (ii) the number  of  Put  Shares
which,  when  multiplied by their respective  Put  Share  Prices,
equals  the  Maximum  Put  Dollar  Amount,  and  (iii)  the  9.9%
Limitation, but in no event shall the Individual Put Limit exceed
15% of the sum of the aggregate daily reported Trading Volumes in
the  outstanding Common Stock on the Company's Principal  Market,
excluding  any  block trades of 20,000 or more shares  of  Common
Stock,  for  the twenty (20) Business Days immediately  preceding
the  Put  Date (this limitation, together with the limitation  in
(i) immediately above, are collectively referred to herein as the
"Volume  Limitations"). Company agrees not to trade Common  Stock
or  arrange  for  Common Stock to be traded for  the  purpose  of
artificially increasing the Volume Limitations.

     For purposes of this Agreement:

           "Trigger Price" for any Pricing Period shall mean  the
greater  of  (i) the Company Designated Minimum Put Share  Price,
plus $.25, or (ii) the Company Designated Minimum Put Share Price
divided by .91.

          An "Excluded Day" shall mean each Business Day during a
Pricing  Period where the lowest intra-day trading price  of  the
Common Stock is less than the Trigger Price.

          An "Evaluation Day" shall mean each Business Day during
a Pricing Period that is not an Excluded Day.

                    (c) Put Share Price.  The purchase price for
the Put Shares (the "Put Share Price") shall equal the lesser of
(i) the Market Price for such Put, minus $.25, or (ii) 91% of the
Market Price for such Put, but shall in no event be less than the
Company Designated Minimum Put Share Price for such Put, if
applicable.

                     (d)  Delivery of Put Notice.  After delivery
of  an  Advance  Put  Notice, on the Put Date  specified  in  the
Advance Put Notice the Company shall deliver written notice  (the
"Put Notice," the form of which is attached hereto as Exhibit  G)
to Investor stating (i) the Put Date, (ii) the Intended Put Share
Amount  as  specified in the Advance Put Notice (such exercise  a
"Put"),  (iii)  the Company Designated Maximum Put Dollar  Amount
(if  applicable),  and  (iv) the Company Designated  Minimum  Put
Share Price (if applicable).   In order to effect delivery of the
Put  Notice,  the  Company  shall (i)  send  the  Put  Notice  by
facsimile on the Put Date so that such notice is received by  the
Investor by 6:00 p.m., New York, NY time, and (ii) surrender such
notice on the Put Date to a courier for overnight delivery to the
Investor  (or  two (2) day delivery in the case  of  an  Investor
residing outside of the U.S.).  Upon receipt by the Investor of a
facsimile copy of the Put Notice, the Investor shall, within  two
(2) Business Days, send, via facsimile, a confirmation of receipt
(the  "Put  Notice Confirmation," the form of which  is  attached
hereto as Exhibit H) of the Put Notice to Company specifying that
the  Put Notice has been received and affirming the Put Date  and
the Intended Put Share Amount.

                    (e) Delivery of Required Put Documents. On or
before  the Put Date for such Put, the Company shall deliver  the
Required Put Documents (as defined in Section 2.3.5 below) to the
Investor  (or  to an agent of Investor, if Investor so  directs).
Unless  otherwise specified by the Investor, the  Put  Shares  of
Common Stock shall be transmitted electronically pursuant to such
electronic  delivery  system  as  the  Investor  shall   request;
otherwise  delivery  shall be by physical certificates.   If  the
Company  has  not delivered all of the Required Put Documents  to
the  Investor  on  or  before the Put Date,  the   Put  shall  be
automatically cancelled, unless the Investor agrees to delay  the
Put  Date  by  up to three (3) Business Days, in which  case  the
Pricing Period begins on the Business Day following such new  Put
Date.   If the Company has not delivered all of the Required  Put
Documents to the Investor on or before the Put Date (or  new  Put
Date,  if applicable), and the Investor has not agreed in writing
to  delay  the  Put Date, the Put is automatically  canceled  (an
"Impermissible  Put  Cancellation")  and,  unless  the  Put   was
otherwise  canceled  in  accordance with  the  terms  of  Section
2.3.11,  the  Company  shall  pay the  Investor  $2,500  for  its
reasonable due diligence expenses incurred in preparation for the
canceled  Put and the Company may deliver an Advance  Put  Notice
for  the  subsequent  Put no sooner than ten (10)  Business  Days
after  the  date  that  such Put was canceled,  unless  otherwise
agreed by the Investor.

                     (f)  Limitation on Investor's Obligation  to
Purchase Shares. Notwithstanding anything to the contrary in this
Agreement,  in  no  event  shall  the  Investor  be  required  to
purchase,  and an Intended Put Share Amount may not  include,  an
amount  of  Put  Shares, which when added to the  number  of  Put
Shares acquired by the Investor pursuant to this Agreement during
the  31  days preceding the Put Date with respect to  which  this
determination of the permitted Intended Put Share Amount is being
made,  would exceed 9.99% of the number of shares of Common Stock
outstanding  (on  a  fully  diluted basis,  to  the  extent  that
inclusion of unissued shares is mandated by Section 13(d) of  the
Exchange  Act)  on  the  Put Date for  such  Pricing  Period,  as
determined  in accordance with Section 13(d) of the Exchange  Act
(the  "Section 13(d) Outstanding Share Amount").  Each Put Notice
shall  include a representation of the Company as to the  Section
13(d)  Outstanding Share Amount on the related Put Date.  In  the
event  that  the  Section  13(d)  Outstanding  Share  Amount   is
different  on any date during a Pricing Period than  on  the  Put
Date  associated  with such Pricing Period, then  the  number  of
shares  of  Common  Stock outstanding on such  date  during  such
Pricing  Period shall govern for purposes of determining  whether
the  Investor,  when  aggregating all purchases  of  Shares  made
pursuant to this Agreement in the 31 calendar days preceding such
date,  would  have acquired more than 9.99% of the Section  13(d)
Outstanding  Share  Amount.  The limitation  set  forth  in  this
Section 2.3.1(f) is referred to as the "9.9% Limitation."

                 2.3.2   Termination  of  Right  to  Put.     The
Company's   right  to  require  the  Investor  to  purchase   any
subsequent  Put  Shares  shall terminate  permanently  (each,  an
"Automatic  Termination")  upon the  occurrence  of  any  of  the
following:

                     (a) the Company shall not exercise a Put  or
any  Put  thereafter if, at any time, either the Company  or  any
director  or  executive officer of the Company has engaged  in  a
transaction  or conduct related to the Company that has  resulted
in  (i)  a Securities and Exchange Commission enforcement action,
or  (ii)  a  civil judgment or criminal conviction for  fraud  or
misrepresentation, or for any other offense that,  if  prosecuted
criminally, would constitute a felony under applicable law;

                     (b) the Company shall not exercise a Put  or
any Put thereafter, on any date after a cumulative time period or
series  of  time periods, consisting only of Ineffective  Periods
and  Delisting Events, that lasts for an aggregate  of  four  (4)
months;

                     (c) the Company shall not exercise a Put  or
any  Put  thereafter  if at any time the Company  has  filed  for
and/or  is  subject to any bankruptcy, insolvency, reorganization
or  liquidation proceedings or other proceedings for relief under
any  bankruptcy  law  or  any  law  for  the  relief  of  debtors
instituted  by  or against the Company or any subsidiary  of  the
Company;

                     (d)  the  Company shall not exercise  a  Put
after  the  sooner of (i) the date that is three (3) years  after
the  Effective Date, or (ii) the Put Closing Date  on  which  the
aggregate  of  the  Put Dollar Amounts for  all  Puts  equal  the
Maximum Offering Amount; and

                     (e)  the  Company shall not exercise  a  Put
after  the  Company  has breached any covenant  in  Section  2.6,
Section 6, or Section 9 hereof.

                     (f)  if  no Registration Statement has  been
declared  effective by the date that is one (1)  year  after  the
date of this Agreement, the Automatic Termination shall occur  on
the date that is one (1) year after the date of this Agreement.


                2.3.3   Put Limitations.  The Company's right  to
exercise a Put shall be limited as follows:

                     (a)  notwithstanding the amount of any  Put,
the  Investor  shall not be obligated to purchase any  additional
Put  Shares once the aggregate Put Dollar Amount paid by Investor
equals the Maximum Offering Amount;

                     (b)  the Investor shall not be obligated  to
acquire  and pay for the Put Shares with respect to any  Put  for
which  the  Company has announced a subdivision  or  combination,
including  a reverse split, of its Common Stock or has subdivided
or combined its Common Stock during the Extended Put Period;

                    (c)  the  Investor shall not be obligated  to
acquire  and pay for the Put Shares with respect to any  Put  for
which the Company has paid a dividend of its Common Stock or  has
made  any  other  distribution of its  Common  Stock  during  the
Extended Put Period;

                    (d)  the  Investor shall not be obligated  to
acquire  and pay for the Put Shares with respect to any  Put  for
which  the  Company has made, during the Extended Put  Period,  a
distribution of all or any portion of its assets or evidences  of
indebtedness to the holders of its Common Stock;

                    (e)  the  Investor shall not be obligated  to
acquire  and pay for the Put Shares with respect to any  Put  for
which  a  Major Transaction has occurred during the Extended  Put
Period.

                2.3.4   Conditions Precedent to the Right of  the
Company to Deliver an Advance Put Notice or a Put Notice and  the
Obligation of the Investor to Purchase Put Shares.  The right  of
the  Company to deliver an Advance Put Notice or a Put Notice and
the  obligation of the Investor hereunder to acquire and pay  for
the   Put  Shares  incident  to  a  Closing  is  subject  to  the
satisfaction,  on  (i) the date of delivery of such  Advance  Put
Notice or Put Notice and (ii) the applicable Put Closing Date, of
each of the following conditions:

                     (a)   the  Company's Common Stock  shall  be
               listed  for  and actively trading  on  the  Nasdaq
               Small Cap Market, the Nasdaq National Market,  the
               O.T.C.  Bulletin  Board,  or the  New  York  Stock
               Exchange  and the Put Shares shall be  so  listed,
               and  to the Company's knowledge there is no notice
               of any suspension or delisting with respect to the
               trading  of  the shares of Common  Stock  on  such
               market or exchange;

                    (b)  the Company shall have satisfied any and
               all   obligations  pursuant  to  the  Registration
               Rights  Agreement, including, but not limited  to,
               the  filing of the Registration Statement with the
               SEC  with respect to the resale of all Registrable
               Securities   and   the   requirement   that    the
               Registration  Statement shall have  been  declared
               effective  by  the  SEC  for  the  resale  of  all
               Registrable Securities and the Company shall  have
               satisfied and shall be in compliance with any  and
               all obligations pursuant to this Agreement and the
               Warrants;

                     (c)   the representations and warranties  of
               the  Company are true and correct in all  material
               respects  as  if  made  on  such  date   and   the
               conditions to Investor's obligations set forth  in
               this  Section  2.3.4  are  satisfied  as  of  such
               Closing,   and   the  Company  shall   deliver   a
               certificate, signed by an officer of the  Company,
               to such effect to the Investor;

                     (d)   the  Company shall have  reserved  for
               issuance a sufficient number of Common Shares  for
               the purpose of enabling the Company to satisfy any
               obligation to issue Common Shares pursuant to  any
               Put and to effect exercise of the Warrants;

                      (e)   the  Registration  Statement  is  not
               subject to an Ineffective Period as defined in the
               Registration  Rights  Agreement,  the   prospectus
               included  therein is current and deliverable,  and
               to  the Company's knowledge there is no notice  of
               any  investigation or inquiry concerning any  stop
               order  with respect to the Registration Statement;
               and

                    (f)  if the Aggregate Issued Shares after the
               Closing  of  the Put would exceed the Cap  Amount,
               the  Company  shall have obtained the  Stockholder
               20%  Approval as specified in Section 6.11, if the
               Company's  Common Stock is listed  on  the  NASDAQ
               Small  Cap  Market or the NASDAQ  National  Market
               System (the  "NMS"), and such approval is required
               by the rules of the NASDAQ.

                 2.3.5  Documents Required to be Delivered on the
Put Date as Conditions to Closing of any Put.  The Closing of any
Put  and  Investor's obligations hereunder shall additionally  be
conditioned upon the delivery to the Investor (or in the case  of
the  Unlegended  Share  Certificates,  to  the  Escrow  Agent  in
conformity  with the Escrow Agreement) of each of  the  following
(the  "Required  Put Documents") on or before the applicable  Put
Date:

                    (a) a number of Unlegended Share Certificates
(or   freely   tradeable  electronically  delivered  shares,   as
appropriate)  equal  to  the  Intended  Put  Share   Amount,   in
denominations of not more than 50,000 shares per certificate;

                     (b) the following documents: Put Opinion  of
Counsel,    Officer's    Certificate,   Put    Notice,    Factual
Representation of Counsel, and any report or disclosure  required
under Section 2.3.6 or Section 2.5;

                     (c)  all  documents, instruments  and  other
writings  required  to be delivered on or  before  the  Put  Date
pursuant to any provision of this Agreement in order to implement
and effect the transactions contemplated herein.

                          2.3.6   Accountant's Letter and Factual
               Representation of Counsel.

                     (a)   The  Company shall have caused  to  be
delivered  to  the  Investor, (i) whenever  required  by  Section
2.3.6(b) or by Section 2.5.3, and (ii) on the date that is  three
(3)   Business  Days  prior  to  each  Put  Date  (the   "Factual
Representation  of  Counsel  Deadline"),  an  statement  of   the
Company's  independent  counsel, in  substantially  the  form  of
Exhibit R (the "Factual Representation of Counsel"), addressed to
the  Investor  stating,  inter alia,  that  no  facts  ("Material
Facts") have come to such counsel's attention that have caused it
to  believe  that  the Registration Statement is  subject  to  an
Ineffective Period or to believe that the Registration Statement,
any  Supplemental Registration Statement (as each may be amended,
if  applicable), and any related prospectuses, contain an  untrue
statement  of material fact or omits a material fact required  to
make   the  statements  contained  therein,  in  light   of   the
circumstances  under which they were made, not misleading.  If  a
Factual  Representation of Counsel cannot  be  delivered  by  the
Company's  independent  counsel to the Investor  on  the  Factual
Representation  of  Counsel Deadline  due  to  the  existence  of
Material  Facts  or  an  Ineffective Period,  the  Company  shall
promptly  notify the Investor and as promptly as  possible  amend
each   of   the   Registration  Statement  and  any  Supplemental
Registration   Statements,  as  applicable,   and   any   related
prospectus or cause such Ineffective Period to terminate, as  the
case  may be, and deliver such Factual Representation of  Counsel
and updated prospectus as soon as possible thereafter.  If at any
time after a Put Notice shall have been delivered to Investor but
before  the related Pricing Period End Date, the Company acquires
knowledge  of  such  Material Facts  or  any  Ineffective  Period
occurs, the Company shall promptly notify the Investor and  shall
deliver  a  Put Cancellation Notice to the Investor  pursuant  to
Section 2.3.11 by facsimile and overnight courier by the  end  of
that Business Day.

                     (b)   (i)   the  Company  shall  engage  its
independent auditors to perform the procedures in accordance with
the  provisions  of Statement on Auditing Standards  No.  71,  as
amended, as agreed to by the parties hereto, and reports  thereon
(the  "Bring  Down  Cold Comfort Letters")  as  shall  have  been
reasonably  requested  by the Investor with  respect  to  certain
financial information contained in the Registration Statement and
shall  have delivered to the Investor such a report addressed  to
the  Investor, on the date that is three (3) Business Days  prior
to each Put Date.

                          (ii)   in  the event that the  Investor
shall have requested delivery of an Agreed Upon Procedures Report
pursuant   to  Section  2.5.3,  the  Company  shall  engage   its
independent  auditors to perform certain agreed  upon  procedures
and report thereon as shall have been reasonably requested by the
Investor  with  respect to certain financial information  of  the
Company  and the Company shall deliver to the Investor a copy  of
such  report  addressed to the Investor.  In the event  that  the
report  required by this Section 2.3.6(b) cannot be delivered  by
the  Company's  independent  auditors,  the  Company  shall,   if
necessary,  promptly revise the Registration  Statement  and  the
Company  shall  not  deliver a Put Notice until  such  report  is
delivered.

               2.3.7  Investor's Obligation and Right to Purchase
Shares.    Subject to the conditions set forth in this Agreement,
following  the  Investor's receipt of  a  validly  delivered  Put
Notice,  the  Investor  shall be required  to  purchase  (each  a
"Purchase") from the Company a number of Put Shares equal to  the
Put Share Amount, in the manner described below.

                2.3.8   Mechanics  of Put Closing.  Each  of  the
Company and the Investor shall deliver all documents, instruments
and  writings required to be delivered by either of them pursuant
to  this Agreement at or prior to each Closing.  Subject to  such
delivery  and  the satisfaction of the conditions  set  forth  in
Sections  2.3.4  and 2.3.5, the closing of the  purchase  by  the
Investor of Shares shall occur by 5:00 PM, New York City Time, on
the date which is five (5) Business Days following the applicable
Pricing  Period End Date (the "Payment Due Date") at the  offices
of  Investor.    On  each or before each Payment  Due  Date,  the
Investor shall deliver to the Company, in the manner specified in
Section  8 below,  the Put Dollar Amount to be paid for such  Put
Shares,  determined  as  aforesaid.  The  closing  (each  a  "Put
Closing") for each Put shall occur on the date that both (i)  the
Company has delivered to the Investor all Required Put Documents,
and  (ii)  the  Investor has delivered to the  Company  such  Put
Dollar Amount and any Late Payment Amount, if applicable (each  a
"Put Closing Date").

     If  the  Investor  does not deliver to the Company  the  Put
Dollar  Amount for such Put Closing on or before the Payment  Due
Date, then the Investor shall pay to the Company, in addition  to
the Put Dollar Amount, an amount (the "Late Payment Amount") at a
rate  of  X%  per month, accruing daily, multiplied by  such  Put
Dollar  Amount, where "X" equals one percent (1%) for  the  first
month  following  the  date  in question,  and  increases  by  an
additional one percent (1%) for each month that passes after  the
date in question, up to a maximum of five percent (5%) per month;
provided, however, that in no event shall the amount of  interest
that  shall  become due and payable hereunder exceed the  maximum
amount permissible under applicable law.

               2.3.9     Limitation on Short Sales.  The Investor
and  its  Affiliates  shall not engage  in  short  sales  of  the
Company's Common Stock; provided, however, that the Investor  may
enter  into  any  short exempt sale or any short  sale  or  other
hedging  or similar arrangement it deems appropriate with respect
to Put Shares after it receives a Put Notice with respect to such
Put  Shares so long as such sales or arrangements do not  involve
more  than  the number of such Put Shares specified  in  the  Put
Notice.

                2.3.10   Cap  Amount.   Unless  the  Company  has
obtained Stockholder 20% Approval as set forth in Section 6.11 or
unless  otherwise  permitted by Nasdaq, in  no  event  shall  the
Aggregate  Issued Shares exceed the maximum number of  shares  of
Common  Stock  (the "Cap Amount") that the Company  can,  without
stockholder   approval,  so  issue  pursuant   to   Nasdaq   Rule
4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules   or  any
successor rule) (the "Nasdaq 20% Rule").

               2.3.11  Put Cancellation.

                    (a)  Mechanics of Put Cancellation. If at any
time  during a Pricing Period the Company discovers the existence
of  Material  Facts or any Ineffective Period or Delisting  Event
occurs,  the Company shall cancel the Put (a "Put Cancellation"),
by   delivering  written  notice  to  the  Investor   (the   "Put
Cancellation  Notice"), attached as Exhibit Q, by  facsimile  and
overnight courier.  The "Put Cancellation Date" shall be the date
that  the  Put  Cancellation Notice  is  first  received  by  the
Investor,  if  such notice is received by the  Investor  by  6:00
p.m., New York, NY time, and shall be the following date, if such
notice is received by the Investor after 6:00 p.m., New York,  NY
time.

                     (b)   Effect of Put Cancellation. Anytime  a
Put  Cancellation Notice is delivered to Investor after  the  Put
Date, the Put, shall remain effective with respect to a number of
Put  Shares  (the  "Truncated Put Share  Amount")  equal  to  the
Individual Put Limit for the Truncated Pricing Period.

                     (c)   Put  Cancellation Notice Confirmation.
Upon  receipt  by  the Investor of a facsimile copy  of  the  Put
Cancellation  Notice,  the  Investor  shall  promptly  send,  via
facsimile,  a  confirmation  of receipt  (the  "Put  Cancellation
Notice  Confirmation," a form of which is attached as Exhibit  S)
of the Put Cancellation Notice to the Company specifying that the
Put  Cancellation Notice has been received and affirming the  Put
Cancellation Date.

                     (d)  Truncated  Pricing Period.   If  a  Put
Cancellation Notice has been delivered to the Investor after  the
Put  Date,  the Pricing Period for such Put shall end at  on  the
close  of  trading on the last full trading day on the  Principal
Market  that ends prior to the moment of initial delivery of  the
Put  Cancellation Notice (a "Truncated Pricing  Period")  to  the
Investor.


                2.3.12  Investment Agreement Cancellation.    The
Company  may  terminate (a "Company Termination")  its  right  to
initiate  future  Puts by providing written notice  ("Termination
Notice") to the Investor, by facsimile and overnight courier,  at
any  time other than during an Extended Put Period, provided that
such  termination  shall have no effect  on  the  parties'  other
rights  and  obligations under this Agreement,  the  Registration
Rights Agreement or the Warrants.  Notwithstanding the above, any
cancellation occurring during an Extended Put Period is  governed
by Section 2.3.11.

                2.3.13    Return of Excess Common Shares.  In the
event  that  the  number  of  Shares purchased  by  the  Investor
pursuant  to its obligations hereunder is less than the  Intended
Put  Share  Amount,  the Investor shall promptly  return  to  the
Company  any shares of Common Stock in the Investor's  possession
that are not being purchased by the Investor.

          2.4  Warrants.

                 2.4.1       Commitment  Warrants.   In   partial
consideration  hereof, following the execution of the  Letter  of
Agreement dated on or about May 31, 2000 between the Company  and
the Investor, the Company issued and delivered to Investor or its
designated assignees, warrants (the "Commitment Warrants") in the
form  attached hereto as Exhibit U, or such other form as  agreed
upon  by the parties, to purchase 500,000 shares of Common Stock,
subject to the terms of the Commitment Warrant.   Each Commitment
Warrant  shall be immediately exercisable in accordance with  its
terms,  and  shall have a term beginning on the date of  issuance
and  ending  on  date  that is five (5)  years  thereafter.   The
Warrant  Shares  shall be registered for resale pursuant  to  the
Registration Rights Agreement. The Investment Commitment  Opinion
of Counsel shall cover the issuance of the Commitment Warrant and
the  issuance of the common stock upon exercise of the Commitment
Warrant.

      Notwithstanding any Termination or Automatic Termination of
this  Agreement,  regardless of whether or not  the  Registration
Statement  is or is not filed, and regardless of whether  or  not
the Registration Statement is or is not declared effective by the
SEC,  the  Investor shall retain full ownership of the Commitment
Warrant as partial consideration for its commitment hereunder.


                 2.4.2   Purchase  Warrants.   Within  five   (5)
Business  Days  of  the end of each Pricing Period,  the  Company
shall  issue  and  deliver to the Investor a  warrant  ("Purchase
Warrant"),  in  the form attached hereto as Exhibit  D,  or  such
other form as agreed upon by the parties, to purchase a number of
shares  of Common Stock equal to 15% of the Put Share Amount  for
that Put.  Each Purchase Warrant shall be exerciseable at a price
(the  "Purchase  Warrant Exercise Price") which  shall  initially
equal  110%  of  the Market Price for the applicable  Put.   Each
Purchase Warrant shall be immediately exercisable at the Purchase
Warrant  Exercise Price, and shall have a term beginning  on  the
date  of  issuance and ending on the date that is five (5)  years
thereafter.   The Warrant Shares shall be registered  for  resale
pursuant to the Registration Rights Agreement.

           2.5     Due Diligence Review.   The Company shall make
available  for  inspection and review by the Investor  (the  "Due
Diligence  Review"),  advisors  to  and  representatives  of  the
Investor (who may or may not be affiliated with the Investor  and
who  are  reasonably acceptable to the Company), any  underwriter
participating in any disposition of Common Stock on behalf of the
Investor pursuant to the Registration Statement, any Supplemental
Registration Statement, or amendments or supplements  thereto  or
any  blue  sky,  NASD  or other filing, all financial  and  other
records,  all  filings  with the SEC,  and  all  other  corporate
documents  and  properties of the Company as  may  be  reasonably
necessary for the purpose of such review, and cause the Company's
officers,  directors and employees to supply all such information
reasonably  requested by the Investor or any such representative,
advisor  or  underwriter  in connection  with  such  Registration
Statement  (including, without limitation,  in  response  to  all
questions and other inquiries reasonably made or submitted by any
of  them),  prior to and from time to time after the  filing  and
effectiveness of the Registration Statement for the sole  purpose
of  enabling the Investor and such representatives, advisors  and
underwriters  and their respective accountants and  attorneys  to
conduct  initial and ongoing due diligence with  respect  to  the
Company and the accuracy of the Registration Statement.

                    2.5.1     Treatment of Nonpublic Information.
The  Company  shall  not disclose nonpublic  information  to  the
Investor  or to its advisors or representatives unless  prior  to
disclosure  of  such  information  the  Company  identifies  such
information  as  being  nonpublic information  and  provides  the
Investor   and  such  advisors  and  representatives   with   the
opportunity  to  accept  or  refuse  to  accept  such   nonpublic
information  for  review. The Company  may,  as  a  condition  to
disclosing  any  nonpublic  information  hereunder,  require  the
Investor  and  its advisors and representatives to enter  into  a
confidentiality  agreement  (including  an  agreement  with  such
advisors  and  representatives prohibiting them from  trading  in
Common Stock during such period of time as they are in possession
of  nonpublic information) in form reasonably satisfactory to the
Company and the Investor.

         Nothing  herein  shall require the Company  to  disclose
nonpublic  information  to  the  Investor  or  its  advisors   or
representatives,  and the Company represents  that  it  does  not
disseminate  nonpublic information to any investors who  purchase
stock  in the Company in a public offering, to money managers  or
to  securities  analysts, provided, however, that notwithstanding
anything herein to the contrary, the Company will, as hereinabove
provided, immediately notify the advisors and representatives  of
the  Investor  and, if any, underwriters, of  any  event  or  the
existence of any circumstance (without any obligation to disclose
the  specific  event or circumstance) of which it becomes  aware,
constituting  nonpublic information (whether or not requested  of
the  Company specifically or generally during the course  of  due
diligence  by  and  such  persons or  entities),  which,  if  not
disclosed   in   the  Prospectus  included  in  the  Registration
Statement,  would  cause such Prospectus to  include  a  material
misstatement  or to omit a material fact required  to  be  stated
therein in order to make the statements therein, in light of  the
circumstances  in which they were made, not misleading.   Nothing
contained  in  this Section 2.5 shall be construed to  mean  that
such  persons  or entities other than the Investor  (without  the
written  consent  of  the Investor prior to  disclosure  of  such
information) may not obtain nonpublic information in  the  course
of  conducting due diligence in accordance with the terms of this
Agreement;  provided,  however,  that  in  no  event  shall   the
Investor's  advisors or representatives disclose to the  Investor
the  nature  of the specific event or circumstances  constituting
any   nonpublic  information  discovered  by  such  advisors   or
representatives in the course of their due diligence without  the
written  consent  of  the Investor prior to  disclosure  of  such
information.

                2.5.2  Disclosure of Misstatements and Omissions.
The  Investor's advisors or representatives shall  make  complete
disclosure   to   the  Investor's  counsel  of  all   events   or
circumstances  constituting nonpublic information  discovered  by
such  advisors  or  representatives in the course  of  their  due
diligence  upon which such advisors or representatives  form  the
opinion  that  the  Registration  Statement  contains  an  untrue
statement of a material fact or omits a material fact required to
be  stated in the Registration Statement or necessary to make the
statements  contained therein, in the light of the  circumstances
in  which they were made, not misleading.  Upon receipt  of  such
disclosure,  the  Investor's  counsel  shall  consult  with   the
Company's  independent counsel in order to  address  the  concern
raised as to the existence of a material misstatement or omission
and  to  discuss  appropriate disclosure  with  respect  thereto;
provided,  however, that such consultation shall  not  constitute
the  advice of the Company's independent counsel to the  Investor
as  to  the  accuracy of the Registration Statement  and  related
Prospectus.

                2.5.3  Procedure if Material Facts are Reasonably
Believed  to be Untrue or are Omitted.  In the event  after  such
consultation  the  Investor or the Investor's counsel  reasonably
believes  that  the  Registration Statement  contains  an  untrue
statement of a material fact or omits a material fact required to
be  stated in the Registration Statement or necessary to make the
statements  contained therein, in light of the  circumstances  in
which they were made, not misleading,

                          (a) the Company shall file with the SEC
an  amendment  to the Registration Statement responsive  to  such
alleged untrue statement or omission and provide the Investor, as
promptly   as   practicable,  with  copies  of  the  Registration
Statement and related Prospectus, as so amended, or

                           (b)   if  the  Company  disputes   the
existence of any such material misstatement or omission, (i)  the
Company's   independent  counsel  shall  provide  the  Investor's
counsel with a Factual Representation of Counsel and (ii) in  the
event the dispute relates to the adequacy of financial disclosure
and   the   Investor  shall  reasonably  request,  the  Company's
independent  auditors  shall provide  to  the  Company  a  letter
("Agreed  Upon  Procedures Report") outlining the performance  of
such "agreed upon procedures" as shall be reasonably requested by
the  Investor and the Company shall provide the Investor  with  a
copy of such letter.


          2.6 Commitment Payments.

     On  the  last  Business Day of each six (6)  Calendar  Month
period   following  the  Effective  Date  (each  such  period   a
"Commitment Evaluation Period"), if the Company has  not  Put  at
least  $1,000,000  in  aggregate Put Dollar  Amount  during  that
Commitment  Evaluation Period, the Company, in  consideration  of
Investor's commitment costs, including, but not limited  to,  due
diligence  expenses,  shall pay to the Investor  an  amount  (the
"Semi-Annual  Non-Usage  Fee") equal to  the  difference  of  (i)
$100,000,  minus (ii) 10% of the aggregate Put Dollar  Amount  of
the  Put Shares put to Investor during that Commitment Evaluation
Period.   In  the event that the Company delivers  a  Termination
Notice  to  the Investor or an Automatic Termination occurs,  the
Company  shall  pay to the Investor (the "Termination  Fee")  the
greater  of  (i) the Semi-Annual Non-Usage Fee for the applicable
Commitment  Evaluation  Period, or (ii)  the  difference  of  (x)
$200,000, minus (y) 10% of the aggregate Put Dollar Amount of the
Put  Shares  put  to Investor during all Puts to  date,  and  the
Company  shall  not be required to pay the Semi-Annual  Non-Usage
Fee thereafter.

      Each  Semi  Annual  Non-Usage Fee  or  Termination  Fee  is
payable,  in cash, within five (5) business days of the  date  it
accrued.   The  Company  shall not be  required  to  deliver  any
payments  to  Investor under this subsection until  Investor  has
paid all Put Dollar Amounts that are then due.


      3.   Representations, Warranties and Covenants of Investor.
Investor  hereby represents and warrants to and agrees  with  the
Company as follows:

           3.1   Accredited Investor.  Investor is an  accredited
investor  ("Accredited  Investor"), as defined  in  Rule  501  of
Regulation  D, and has checked the applicable box  set  forth  in
Section 10 of this Agreement.

           3.2   Investment  Experience; Access  to  Information;
Independent Investigation.

                 3.2.1   Access  to  Information.   Investor   or
Investor's  professional advisor has been granted the opportunity
to  ask questions of and receive answers from representatives  of
the  Company,  its  officers,  directors,  employees  and  agents
concerning the terms and conditions of this Offering, the Company
and  its  business  and prospects, and to obtain  any  additional
information  which  Investor or Investor's  professional  advisor
deems  necessary to verify the accuracy and completeness  of  the
information received.

                3.2.2   Reliance on Own Advisors.   Investor  has
relied  completely  on  the advice of,  or  has  consulted  with,
Investor's own personal tax, investment, legal or other  advisors
and  has  not  relied  on the Company or any of  its  affiliates,
officers, directors, attorneys, accountants or any affiliates  of
any  thereof and each other person, if any, who controls  any  of
the  foregoing, within the meaning of Section 15 of the  Act  for
any  tax  or legal advice (other than reliance on information  in
the Disclosure Documents as defined in Section 3.2.4 below and on
the  Opinion of Counsel).  The foregoing, however, does not limit
or    modify   Investor's   right   to   rely   upon   covenants,
representations and warranties of the Company in this Agreement.

                3.2.3  Capability to Evaluate.  Investor has such
knowledge and experience in financial and business matters so  as
to enable such Investor to utilize the information made available
to  it  in connection with the Offering in order to evaluate  the
merits  and  risks  of  the  prospective  investment,  which  are
substantial, including without limitation those set forth in  the
Disclosure Documents (as defined in Section 3.2.4 below).

                3.2.4  Disclosure Documents.  Investor, in making
Investor's  investment decision to subscribe for  the  Investment
Agreement  hereunder, represents that (a) Investor  has  received
and  had an opportunity to review (i) the Company's Annual Report
on  Form  10-KSB  for  the year ended June  30,  1999,  (ii)  the
Company's quarterly report on Form 10-QSB for the quarters  ended
March  31,  2000, and December 31, 1999, (iii) the Risk  Factors,
attached   as   Exhibit  J,  (the  "Risk   Factors")   (iv)   the
Capitalization   Schedule,   attached   as   Exhibit   K,    (the
"Capitalization Schedule") and (v) the Use of Proceeds  Schedule,
attached  as  Exhibit  L, (the "Use of Proceeds  Schedule");  (b)
Investor  has read, reviewed, and relied solely on the  documents
described  in  (a)  above,  the  Company's  representations   and
warranties and other information in this Agreement, including the
exhibits,  documents  prepared by the  Company  which  have  been
specifically  provided  to  Investor  in  connection  with   this
Offering (the documents described in this Section 3.2.4  (a)  and
(b)  are collectively referred to as the "Disclosure Documents"),
and  an independent investigation made by Investor and Investor's
representatives, if any; (c) Investor has, prior to the  date  of
this  Agreement,  been given an opportunity  to  review  material
contracts and documents of the Company which have been  filed  as
exhibits  to the Company's filings under the Act and the Exchange
Act  and  has had an opportunity to ask questions of and  receive
answers from the Company's officers and directors; and (d) is not
relying  on any oral representation of the Company or  any  other
person,  nor  any  written representation or assurance  from  the
Company other than those contained in the Disclosure Documents or
incorporated herein or therein.  The foregoing, however, does not
limit   or  modify  Investor's  right  to  rely  upon  covenants,
representations and warranties of the Company in Sections 5 and 6
of  this  Agreement.  Investor acknowledges and agrees  that  the
Company has no responsibility for, does not ratify, and is  under
no  responsibility  whatsoever to comment  upon  or  correct  any
reports, analyses or other comments made about the Company by any
third  parties, including, but not limited to, analysts' research
reports  or  comments (collectively, "Third Party Reports"),  and
Investor  has not relied upon any Third Party Reports  in  making
the decision to invest.

                3.2.5   Investment  Experience;  Fend  for  Self.
Investor  has  substantial experience in investing in  securities
and it has made investments in securities other than those of the
Company.  Investor acknowledges that Investor is able to fend for
Investor's   self  in  the  transaction  contemplated   by   this
Agreement,  that  Investor has the ability to bear  the  economic
risk of Investor's investment pursuant to this Agreement and that
Investor  is an "Accredited Investor" by virtue of the fact  that
Investor meets the investor qualification standards set forth  in
Section  3.1  above.   Investor has not been  organized  for  the
purpose of investing in securities of the Company, although  such
investment is consistent with Investor's purposes.


          3.3  Exempt Offering Under Regulation D.

                3.3.1   No  General Solicitation.  The Investment
Agreement  was not offered to Investor through, and  Investor  is
not  aware  of,  any  form  of general  solicitation  or  general
advertising,    including,   without    limitation,    (i)    any
advertisement,  article, notice or other communication  published
in  any  newspaper, magazine or similar media or  broadcast  over
television  or  radio,  and  (ii) any seminar  or  meeting  whose
attendees  have  been  invited  by any  general  solicitation  or
general advertising.

                  3.3.2     Restricted   Securities.     Investor
understands  that the Investment Agreement is, the  Common  Stock
and  Warrants issued at each Put Closing will be, and the Warrant
Shares  will  be, characterized as "restricted securities"  under
the  federal securities laws inasmuch as they are being  acquired
from  the  Company in a transaction exempt from the  registration
requirements of the federal securities laws and that  under  such
laws  and  applicable  regulations such  securities  may  not  be
transferred  or  resold without registration  under  the  Act  or
pursuant to an exemption therefrom.  In this connection, Investor
represents that Investor is familiar with Rule 144 under the Act,
as  presently  in effect, and understands the resale  limitations
imposed thereby and by the Act.

                3.3.3   Disposition.  Without in any way limiting
the  representations set forth above, Investor agrees that  until
the  Securities  are  sold pursuant to an effective  Registration
Statement or an exemption from registration, they will remain  in
the  name  of Investor and will not be transferred to or assigned
to  any  broker, dealer or depositary.   Investor further  agrees
not  to  sell, transfer, assign, or pledge the Securities (except
for  any  bona  fide pledge arrangement to the extent  that  such
pledge  does not require registration under the Act or unless  an
exemption  from  such  registration  is  available  and  provided
further that if such pledge is realized upon, any transfer to the
pledgee shall comply with the requirements set forth herein),  or
to  otherwise  dispose of all or any portion  of  the  Securities
unless and until:

                     (a)   There is then in effect a registration
statement under the Act and any applicable state securities  laws
covering such proposed disposition and such disposition  is  made
in  accordance with such registration statement and in compliance
with applicable prospectus delivery requirements; or

                     (b)   (i)  Investor shall have notified  the
Company of the proposed disposition and shall have furnished  the
Company  with  a  statement of the circumstances surrounding  the
proposed disposition to the extent relevant for determination  of
the  availability of an exemption from registration, and (ii)  if
reasonably   requested  by  the  Company,  Investor  shall   have
furnished  the  Company  with an opinion of  counsel,  reasonably
satisfactory  to  the  Company, that such  disposition  will  not
require  registration of the Securities under the  Act  or  state
securities laws.  It is agreed that the Company will not  require
the Investor to provide opinions of counsel for transactions made
pursuant  to  Rule  144  provided that  Investor  and  Investor's
broker,  if  necessary, provide the Company  with  the  necessary
representations  for counsel to the Company to issue  an  opinion
with respect to such transaction.

          The Investor is entering into this Agreement for its
own account and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Common Stock to
or through any person or entity; provided, however, that by
making the representations herein, the Investor does not agree to
hold the Common Stock for any minimum or other specific term and
reserves the right to dispose of the Common Stock at any time in
accordance with federal and state securities laws applicable to
such disposition.

     3.4  Due Authorization.

                3.4.1   Authority.   The  person  executing  this
Investment   Agreement,  if  executing  this   Agreement   in   a
representative  or  fiduciary  capacity,  has  full   power   and
authority  to execute and deliver this Agreement and  each  other
document  included herein for which a signature  is  required  in
such  capacity  and  on  behalf  of the  subscribing  individual,
partnership, trust, estate, corporation or other entity for  whom
or  which  Investor  is executing this Agreement.   Investor  has
reached the age of majority (if an individual) according  to  the
laws of the state in which he or she resides.

                3.4.2   Due Authorization. Investor is  duly  and
validly  organized, validly existing and in good  standing  as  a
limited  liability  company under the laws of Georgia  with  full
power and authority to purchase the Securities to be purchased by
Investor and to execute and deliver this Agreement.

                 3.4.3    Partnerships.    If   Investor   is   a
partnership,  the  representations,  warranties,  agreements  and
understandings  set  forth above are true  with  respect  to  all
partners  of  Investor  (and if any  such  partner  is  itself  a
partnership, all persons holding an interest in such partnership,
directly   or   indirectly,  including  through   one   or   more
partnerships), and the person executing this Agreement  has  made
due  inquiry to determine the truthfulness of the representations
and warranties made hereby.

               3.4.4  Representatives.  If Investor is purchasing
in  a  representative or fiduciary capacity, the  representations
and warranties shall be deemed to have been made on behalf of the
person or persons for whom Investor is so purchasing.

     4.   Acknowledgments Investor is aware that:

           4.1  Risks of Investment.  Investor recognizes that an
investment  in the Company involves substantial risks,  including
the  potential  loss  of  Investor's  entire  investment  herein.
Investor recognizes that the Disclosure Documents, this Agreement
and  the  exhibits  hereto  do not purport  to  contain  all  the
information, which would be contained in a registration statement
under the Act;

           4.2   No  Government Approval.  No  federal  or  state
agency  has  passed upon the Securities, recommended or  endorsed
the  Offering,  or made any finding or determination  as  to  the
fairness of this transaction;

           4.3  No Registration, Restrictions on Transfer.  As of
the  date  of  this Agreement, the Securities and  any  component
thereof  have not been registered under the Act or any applicable
state   securities  laws  by  reason  of  exemptions   from   the
registration requirements of the Act and such laws, and  may  not
be  sold,  pledged (except for any limited pledge  in  connection
with  a margin account of Investor to the extent that such pledge
does  not  require  registration  under  the  Act  or  unless  an
exemption  from  such  registration  is  available  and  provided
further that if such pledge is realized upon, any transfer to the
pledgee  shall  comply with the requirements set  forth  herein),
assigned  or otherwise disposed of in the absence of an effective
registration  of the Securities and any component  thereof  under
the  Act  or  unless  an  exemption  from  such  registration  is
available;

           4.4   Restrictions  on  Transfer.   Investor  may  not
attempt to sell, transfer, assign, pledge or otherwise dispose of
all or any portion of the Securities or any component thereof  in
the  absence of either an effective registration statement or  an
exemption  from  the registration requirements  of  the  Act  and
applicable state securities laws;

           4.5   No Assurances of Registration.  There can be  no
assurance  that any registration statement will become  effective
at  the  scheduled  time,  or  ever,  or  remain  effective  when
required,  and Investor acknowledges that it may be  required  to
bear the economic risk of Investor's investment for an indefinite
period of time;

          4.6  Exempt Transaction.  Investor understands that the
Securities  are  being offered and sold in reliance  on  specific
exemptions  from  the registration requirements  of  federal  and
state  law  and that the representations, warranties, agreements,
acknowledgments  and understandings set forth  herein  are  being
relied  upon  by the Company in determining the applicability  of
such  exemptions and the suitability of Investor to acquire  such
Securities.

           4.7   Legends.  The certificates representing the  Put
Shares  shall not bear a legend restricting the sale or  transfer
thereof ("Restrictive Legend"). The certificates representing the
Warrant  Shares shall not bear a Restrictive Legend  unless  they
are  issued  at  a  time when the Registration Statement  is  not
effective  for  resale.  It is understood that  the  certificates
evidencing  any  Warrant  Shares  issued  at  a  time  when   the
Registration  Statement is not effective for resale,  subject  to
legend  removal under the terms of Section 6.8 below, shall  bear
the following legend (the "Legend"):

     "The  securities represented hereby have not been registered
     under  the Securities Act of 1933, as amended, or applicable
     state  securities laws, nor the securities laws of any other
     jurisdiction.   They may not be sold or transferred  in  the
     absence  of an effective registration statement under  those
     securities laws or pursuant to an exemption therefrom."

      5.    Representations and Warranties of the  Company.   The
Company hereby makes the following representations and warranties
to  Investor  (which  shall  be  true  at  the  signing  of  this
Agreement,  and  as  of  any  such  later  date  as  contemplated
hereunder) and agrees with Investor that, except as set forth  in
the "Schedule of Exceptions" attached hereto as Exhibit C:

           5.1   Organization, Good Standing, and  Qualification.
The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado, USA and
has  all requisite corporate power and authority to carry on  its
business  as now conducted and as proposed to be conducted.   The
Company  is  duly qualified to transact business and is  in  good
standing in each jurisdiction in which the failure to so  qualify
would  have  a  material  adverse  effect  on  the  business   or
properties of the Company and its subsidiaries taken as a  whole.
The Company is not the subject of any pending, threatened or,  to
its  knowledge,  contemplated investigation or administrative  or
legal   proceeding  (a  "Proceeding")  by  the  Internal  Revenue
Service,   the   taxing  authorities  of  any  state   or   local
jurisdiction,  or  the  Securities and Exchange  Commission,  The
National Association of Securities Dealer, Inc., The Nasdaq Stock
Market,  Inc.  or any state securities commission, or  any  other
governmental  entity,  which  have  not  been  disclosed  in  the
Disclosure Documents.  None of the disclosed Proceedings, if any,
will  have  a  material adverse effect upon the  Company  or  the
market  for  the  Common Stock.  The Company  has  the  following
subsidiaries:

           5.2  Corporate Condition.  The Company's condition is,
in   all  material  respects,  as  described  in  the  Disclosure
Documents  (as  further  set  forth  in  any  subsequently  filed
Disclosure Documents, if applicable), except for changes  in  the
ordinary course of business and normal year-end adjustments  that
are  not,  in  the aggregate, materially adverse to the  Company.
Except for continuing losses, there have been no material adverse
changes  to  the  Company's  business,  financial  condition,  or
prospects  since  the  dates of such Disclosure  Documents.   The
financial  statements as contained in the 10-KSB and 10-QSB  have
been  prepared  in accordance with generally accepted  accounting
principles,  consistently applied (except as otherwise  permitted
by  Regulation S-X of the Exchange Act), subject, in the case  of
unaudited  interim  financial statements, to customary  year  end
adjustments  and  the  absence of certain footnotes,  and  fairly
present the financial condition of the Company as of the dates of
the  balance sheets included therein and the consolidated results
of  its  operations and cash flows for the periods  then  ended,.
Without   limiting   the  foregoing,  there   are   no   material
liabilities, contingent or actual, that are not disclosed in  the
Disclosure  Documents  (other than liabilities  incurred  by  the
Company  in the ordinary course of its business, consistent  with
its  past  practice, after the period covered by  the  Disclosure
Documents).   The Company has paid all material  taxes  that  are
due,  except for taxes that it reasonably disputes.  There is  no
material claim, litigation, or administrative proceeding  pending
or,  to  the best of the Company's knowledge, threatened  against
the  Company,  except  as disclosed in the Disclosure  Documents.
This  Agreement and the Disclosure Documents do not  contain  any
untrue statement of a material fact and do not omit to state  any
material  fact required to be stated therein or herein  necessary
to make the statements contained therein or herein not misleading
in the light of the circumstances under which they were made.  No
event or circumstance exists relating to the Company which, under
applicable law, requires public disclosure but which has not been
so publicly announced or disclosed.

           5.3   Authorization.  All corporate action on the part
of  the  Company  by  its  officers, directors  and  stockholders
necessary for the authorization, execution and delivery  of  this
Agreement,  the  performance of all obligations  of  the  Company
hereunder  and  the authorization, issuance and delivery  of  the
Common  Stock being sold hereunder and the issuance  (and/or  the
reservation for issuance) of the Warrants and the Warrant  Shares
have  been taken, and this Agreement and the Registration  Rights
Agreement constitute valid and legally binding obligations of the
Company,  enforceable  in  accordance with  their  terms,  except
insofar  as  the  enforceability may  be  limited  by  applicable
bankruptcy,  insolvency, reorganization, or  other  similar  laws
affecting  creditors' rights generally or by principles governing
the availability of equitable remedies.  The Company has obtained
all  consents  and approvals required for it to execute,  deliver
and perform each agreement referenced in the previous sentence.

           5.4  Valid Issuance of Common Stock.  The Common Stock
and  the  Warrants, when issued, sold and delivered in accordance
with  the  terms hereof, for the consideration expressed  herein,
will  be validly issued, fully paid and nonassessable and,  based
in  part  upon the representations of Investor in this Agreement,
will be issued in compliance with all applicable U.S. federal and
state  securities  laws.   The Warrant  Shares,  when  issued  in
accordance  with  the terms of the Warrants, shall  be  duly  and
validly issued and outstanding, fully paid and nonassessable, and
based  in part on the representations and warranties of Investor,
will be issued in compliance with all applicable U.S. federal and
state  securities  laws.  The Put Shares, the  Warrants  and  the
Warrant Shares will be issued free of any preemptive rights.

          5.5  Compliance with Other Instruments.  The Company is
not  in violation or default of any provisions of its Certificate
of  Incorporation or Bylaws, each as amended and in effect on and
as  of the date of the Agreement, or of any material provision of
any  material instrument or material contract to which  it  is  a
party  or by which it is bound or of any provision of any federal
or   state  judgment,  writ,  decree,  order,  statute,  rule  or
governmental  regulation applicable to the Company,  which  would
have  a  material  adverse effect on the  Company's  business  or
prospects,  or on the performance of its obligations  under  this
Agreement  or the Registration Rights Agreement.  The  execution,
delivery  and  performance  of  this  Agreement  and  the   other
agreements entered into in conjunction with the Offering and  the
consummation of the transactions contemplated hereby and  thereby
will  not (a) result in any such violation or be in conflict with
or  constitute, with or without the passage of time and giving of
notice, either a default under any such provision, instrument  or
contract  or an event which results in the creation of any  lien,
charge or encumbrance upon any assets of the Company, which would
have  a  material  adverse effect on the  Company's  business  or
prospects,  or on the performance of its obligations  under  this
Agreement, the Registration Rights Agreement, or (b) violate  the
Company's Certificate of Incorporation or By-Laws or (c)  violate
any  statute, rule or governmental regulation applicable  to  the
Company  which violation would have a material adverse effect  on
the Company's business or prospects.

           5.6  Reporting Company.  The Company is subject to the
reporting  requirements  of the Exchange  Act,  has  a  class  of
securities registered under Section 12 of the Exchange  Act,  and
has filed all reports required by the Exchange Act since the date
the  Company  first became subject to such reporting obligations.
The  Company undertakes to furnish Investor with copies  of  such
reports  as  may  be  reasonably requested by Investor  prior  to
consummation  of  this  Offering and  thereafter,  to  make  such
reports available, for the full term of this Agreement, including
any  extensions  thereof, and for as long as Investor  holds  the
Securities.  The Common Stock is duly listed on the NASDAQ  Small
Cap  Market.   The  Company is not in violation  of  the  listing
requirements  of  the  NASDAQ  Small  Cap  Market  and  does  not
reasonably  anticipate that the Common Stock will be delisted  by
the  NASDAQ  Small Cap Market  for the foreseeable  future.   The
Company  has  filed all reports required under the Exchange  Act.
The  Company  has  not  furnished to the  Investor  any  material
nonpublic information concerning the Company.

          5.7  Capitalization.  The capitalization of the Company
as  of  the  date  hereof is, and the capitalization  as  of  the
Closing,  subject to exercise of any outstanding warrants  and/or
exercise  of  any  outstanding stock options, after  taking  into
account  the  offering  of the Securities  contemplated  by  this
Agreement and all other share issuances occurring prior  to  this
Offering, will be, as set forth in the Capitalization Schedule as
set  forth  in Exhibit K.  There are no securities or instruments
containing  anti-dilution  or similar  provisions  that  will  be
triggered by the issuance of the Securities.  Except as disclosed
in the Capitalization Schedule, as of the date of this Agreement,
(i) there are no outstanding options, warrants, scrip, rights  to
subscribe  for, calls or commitments of any character  whatsoever
relating  to,  or  securities  or  rights  convertible  into   or
exercisable or exchangeable for, any shares of capital  stock  of
the  Company or any of its subsidiaries, or arrangements by which
the Company or any of its subsidiaries is or may become bound  to
issue additional shares of capital stock of the Company or any of
its   subsidiaries,  and  (ii)  there  are   no   agreements   or
arrangements  under which the Company or any of its  subsidiaries
is  obligated  to  register the sale  of  any  of  its  or  their
securities   under  the  Act  (except  the  Registration   Rights
Agreement).

           5.8   Intellectual Property.  The Company  has  valid,
unrestricted  and  exclusive ownership of or rights  to  use  the
patents,   trademarks,  trademark  registrations,  trade   names,
copyrights, know-how, technology and other intellectual  property
necessary  to the conduct of its business.  Exhibit M  lists  all
patents,  trademarks, trademark registrations,  trade  names  and
copyrights of the Company.  The Company has granted such licenses
or has assigned or otherwise transferred a portion of (or all of)
such  valid,  unrestricted  and  exclusive  patents,  trademarks,
trademark   registrations,  trade  names,  copyrights,  know-how,
technology  and  other  intellectual property  necessary  to  the
conduct  of its business as set forth in Exhibit M.  The  Company
has  been  granted  licenses, know-how, technology  and/or  other
intellectual property necessary to the conduct of its business as
set  forth  in Exhibit M.  To the best of the Company's knowledge
after  due  inquiry,  the  Company  is  not  infringing  on   the
intellectual property rights of any third party, nor is any third
party  infringing on the Company's intellectual property  rights.
There   are   no   restrictions  in  any  agreements,   licenses,
franchises,  or other instruments that preclude the Company  from
engaging in its business as presently conducted.

           5.9   Use  of  Proceeds.  As of the date  hereof,  the
Company expects to use the proceeds from this Offering (less fees
and expenses) for the purposes and in the approximate amounts set
forth  on  the  Use of Proceeds Schedule set forth as  Exhibit  L
hereto.  These purposes and amounts are estimates and are subject
to change without notice to any Investor.

           5.10  No Rights of Participation. No person or entity,
including, but not limited to, current or former stockholders  of
the   Company,  underwriters,  brokers,  agents  or  other  third
parties, has any right of first refusal, preemptive right,  right
of  participation,  or any similar right to  participate  in  the
financing  contemplated  by this Agreement  which  has  not  been
waived.

           5.11   Company  Acknowledgment.   The  Company  hereby
acknowledges  that Investor may elect to hold the Securities  for
various  periods  of  time, as permitted by  the  terms  of  this
Agreement,   the  Warrants,  and  other  agreements  contemplated
hereby,  and  the Company further acknowledges that Investor  has
made no representations or warranties, either written or oral, as
to  how long the Securities will be held by Investor or regarding
Investor's trading history or investment strategies.

           5.12      No Advance Regulatory Approval.  The Company
acknowledges  that  this  Investment Agreement,  the  transaction
contemplated  hereby and the Registration Statement  contemplated
hereby have not been approved by the SEC, or any other regulatory
body  and  there is no guarantee that this Investment  Agreement,
the   transaction   contemplated  hereby  and  the   Registration
Statement contemplated hereby will ever be approved by the SEC or
any  other  regulatory body.  The Company is relying on  its  own
analysis  and  is not relying on any representation  by  Investor
that   either   this   Investment  Agreement,   the   transaction
contemplated  hereby  or the Registration Statement  contemplated
hereby  has  been  or  will  be approved  by  the  SEC  or  other
appropriate regulatory body.

           5.13   Underwriter's Fees and Rights of First Refusal.
Except as otherwise disclosed to the Investor, the Company is not
obligated to pay any compensation or other fees, costs or related
expenditures  in  cash or securities to any underwriter,  broker,
agent  or  other  representative  other  than  the  Investor   in
connection with this Offering.

           5.14   Availability of Suitable Form for Registration.
The  Company  is  currently eligible and agrees to  maintain  its
eligibility  to  register the resale of its  Common  Stock  on  a
registration statement on a suitable form under the Act.

          5.15  No Integrated Offering.  Neither the Company, nor
any  of  its  affiliates, nor any person acting on its  or  their
behalf,  has directly or indirectly made any offers or  sales  of
any  of  the Company's securities or solicited any offers to  buy
any  security under circumstances that would prevent the  parties
hereto  from  consummating the transactions  contemplated  hereby
pursuant to an exemption from registration under Regulation D  of
the Act or would require the issuance of any other securities  to
be  integrated  with this Offering under the Rules  of  the  SEC,
provided,  however, that the Company has disclosed  that  it  has
closed  or plans to close the offerings described in the Schedule
of  Exceptions.   The  Company has not engaged  in  any  form  of
general  solicitation  or  advertising  in  connection  with  the
offering of the Common Stock or the Warrants.

           5.16  Foreign Corrupt Practices.  Neither the Company,
nor  any  of its subsidiaries, nor any director, officer,  agent,
employee or other person acting on behalf of the Company  or  any
subsidiary  has, in the course of its actions for, or  on  behalf
of,  the  Company,  used  any corporate funds  for  any  unlawful
contribution,  gift,  entertainment or  other  unlawful  expenses
relating  to  political  activity; made any  direct  or  indirect
unlawful  payment to any foreign or domestic government  official
or  employee from corporate funds; violated or is in violation of
any provision of the U.S.  Foreign Corrupt Practices Act of 1977,
as amended; or made any bribe, rebate, payoff, influence payment,
kickback  or  other unlawful payment to any foreign  or  domestic
government official or employee.

           5.17   Key Employees.  Each "Key Employee" (as defined
in  Exhibit  N) is currently serving the Company in the  capacity
disclosed in Exhibit N. No Key Employee, to the best knowledge of
the  Company and its subsidiaries, is, or is now expected to  be,
in  violation  of  any material term of any employment  contract,
confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement  or
any  restrictive covenant, and the continued employment  of  each
Key  Employee  does  not  subject  the  Company  or  any  of  its
subsidiaries  to  any  liability  with  respect  to  any  of  the
foregoing matters.  No Key Employee has, to the best knowledge of
the  Company and its subsidiaries, any intention to terminate his
employment  with,  or  services to, the Company  or  any  of  its
subsidiaries.

            5.18    Representations   Correct.    The   foregoing
representations, warranties and agreements are true, correct  and
complete  in  all  material respects, and shall survive  any  Put
Closing and the issuance of the shares of Common Stock thereby.

           5.19   Tax Status.  The Company has made or filed  all
federal  and state income and all other tax returns, reports  and
declarations required by any jurisdiction to which it is  subject
(unless and only to the extent that the Company has set aside  on
its  books provisions reasonably adequate for the payment of  all
unpaid  and  unreported taxes) and has paid all taxes  and  other
governmental assessments and charges that are material in amount,
shown  or  determined  to  be due on such  returns,  reports  and
declarations, except those being contested in good faith  and  as
set  aside  on  its books provision reasonably adequate  for  the
payment  of  all taxes for periods subsequent to the  periods  to
which such returns, reports or declarations apply.  There are  no
unpaid  taxes  in any material amount claimed to be  due  by  the
taxing  authority of any jurisdiction, and the  officers  of  the
Company know of no basis for any such claim.

          5.20 Transactions With Affiliates.  Except as set forth
in the Disclosure Documents or the Schedule of Exceptions, as may
be  updated  to reflect subsequent events, none of the  officers,
directors,  or employees of the Company is presently a  party  to
any  transaction  with the Company (other than  for  services  as
employees,  officers  and  directors),  including  any  contract,
agreement  or  other arrangement providing for the furnishing  of
services  to  or  by, providing for rental of  real  or  personal
property to or from, or otherwise requiring payments to  or  from
any  officer,  director or such employee or, to the knowledge  of
the  Company, any corporation, partnership, trust or other entity
in  which  any  officer, director, or any  such  employee  has  a
substantial  interest  or  is an officer,  director,  trustee  or
partner.

           5.21 Application of Takeover Protections.  The Company
and  its  board of directors have taken all necessary action,  if
any,   in   order  to  render  inapplicable  any  control   share
acquisition,  business combination or other similar anti-takeover
provision  under Colorado law which is or could become applicable
to  the Investor as a result of the transactions contemplated  by
this  Agreement, including, without limitation, the  issuance  of
the  Common Stock, any exercise of the Warrants and ownership  of
the  Common  Shares  and Warrant Shares.   The  Company  has  not
adopted and will not adopt any "poison pill" provision that  will
be   applicable   to  Investor  as  a  result   of   transactions
contemplated by this Agreement.

           5.22  Other Agreements.  The Company has not, directly
or  indirectly,  made any agreements with the  Investor  under  a
subscription  in the form of this Agreement for the  purchase  of
Common  Stock,  relating  to  the  terms  or  conditions  of  the
transactions  contemplated hereby or thereby except as  expressly
set forth herein, respectively, or in exhibits hereto or thereto.

           5.23  Major Transactions.  Except as disclosed in  the
Schedule  of  Exceptions, there are no other  Major  Transactions
currently pending or contemplated by the Company.

           5.24  Financings.  Except as disclosed in the Schedule
of Exceptions, there are no other financings currently pending or
contemplated by the Company.

           5.25 Shareholder Authorization. The Company shall,  at
its  next  annual shareholder meeting following  its  listing  on
either the Nasdaq Small Cap Market or the Nasdaq National Market,
or  at  a  special  meeting to be held  as  soon  as  practicable
thereafter,  use  its  best efforts to  obtain  approval  of  its
shareholders to (i) authorize the issuance of the full number  of
shares  of  Common  Stock  which would  be  issuable  under  this
Agreement and eliminate any prohibitions under applicable law  or
the  rules  or  regulations  of any stock  exchange,  interdealer
quotation  system  or  other  self-regulatory  organization  with
jurisdiction  over  the  Company or any of  its  securities  with
respect to the Company's ability to issue shares of Common  Stock
in  excess  of  the  Cap Amount (such approvals  being  the  "20%
Approval")  and  (ii)  the increase in the number  of  authorized
shares  of  Common Stock of the Company (the "Share Authorization
Increase  Approval") such that at least 8,000,000 shares  can  be
reserved  for this Offering.  In connection with such shareholder
vote,  the  Company  shall  use its best  efforts  to  cause  all
officers  and  directors of the Company to  promptly  enter  into
irrevocable  agreements to vote all of their shares in  favor  of
eliminating such prohibitions.   As soon as practicable after the
20%  Approval and the Share Authorization Increase Approval,  the
Company  agrees  to  use its best efforts  to  reserve  8,000,000
shares of Common Stock for issuance under this Agreement.

           5.26   Acknowledgment of Limitations on  Put  Amounts.
The   Company  understands  and  acknowledges  that  the  amounts
available  under  this Investment Agreement  are  limited,  among
other  things,  based upon the liquidity of the Company's  Common
Stock traded on its Principal Market.


     6.   Covenants of the Company

          6.1  Independent Auditors.  The Company shall, until at
least  the Termination Date, maintain as its independent auditors
an accounting firm authorized to practice before the SEC.

          6.2  Corporate Existence and Taxes.  The Company shall,
until  at  least  the  Termination Date, maintain  its  corporate
existence  in  good  standing and, once it becomes  a  "Reporting
Issuer" (defined as a Company which files periodic reports  under
the  Exchange Act), remain a Reporting Issuer (provided, however,
that  the  foregoing covenant shall not prevent the Company  from
entering into any merger or corporate reorganization as  long  as
the  surviving  entity in such transaction, if not  the  Company,
assumes  the  Company's obligations with respect  to  the  Common
Stock and has Common Stock listed for trading on a stock exchange
or  on  Nasdaq and is a Reporting Issuer) and shall pay  all  its
taxes when due except for taxes which the Company disputes.

           6.3  Registration Rights.  The Company will enter into
a registration rights agreement covering the resale of the Common
Shares  and the Warrant Shares substantially in the form  of  the
Registration Rights Agreement attached as Exhibit A.

           6.4  Asset  Transfers.   The  Company  shall  not  (i)
transfer,  sell,  convey  or otherwise  dispose  of  any  of  its
material  assets  to any subsidiary except for  a  cash  or  cash
equivalent  consideration and for a proper  business  purpose  or
(ii)  transfer, sell, convey or otherwise dispose of any  of  its
material  assets to any Affiliate, as defined below,  during  the
Term  of this Agreement.  For purposes hereof, "Affiliate"  shall
mean any officer of the Company, director of the Company or owner
of  twenty  percent (20%) or more of the Common  Stock  or  other
securities of the Company.

           6.5   Capital Raising Limitations and Rights of  First
Offer.

               6.5.1     Capital Raising Limitations.  During the
period  from  the date of this Agreement until the date  that  is
ninety  (90)  days  after the Termination Date  (the  "Limitation
Period"), the Company shall not issue or sell, or agree to  issue
or  sell Variable Equity Securities (as defined below), for  cash
in  private capital raising transactions or any securities of the
Company pursuant to an equity line structure or format similar in
nature  to  this  Offering without obtaining  the  prior  written
approval of the Investor of the Offering.   For purposes  hereof,
the  following shall be collectively referred to herein  as,  the
"Variable Equity Securities": any debt or equity securities which
are  convertible into, exercisable or exchangeable for, or  carry
the right to receive additional shares of Common Stock either (i)
at  any conversion, exercise or exchange rate or other price that
is  based  upon  and/or  varies with the  trading  prices  of  or
quotations  for  Common  Stock at  any  time  after  the  initial
issuance  of such debt or equity security, or (ii) with  a  fixed
conversion, exercise or exchange price that is subject  to  being
reset  at some future date at any time after the initial issuance
of  such  debt or equity security due to a change in  the  market
price  of  the  Company's  Common Stock  since  date  of  initial
issuance.

               6.5.2     Investor's Right of First Offer.  In the
event  that  anytime  during the Limitation  Period  the  Company
commences  or  plans to commence negotiations  with  an  investor
other  than  the  Investor  regarding a private  capital  raising
transaction  of common stock or other equity securities,  or  any
debt  or  equity securities that are convertible or  exchangeable
into   common  stock,  the  Company  agrees  to  use   reasonable
commercial  efforts  to  promptly notify  the  Investor  of  such
negotiations  or  planned negotiations and to negotiate  in  good
faith  with  the  Investor regarding a potential private  capital
raising  transaction  to meet the Company's capital  needs.  (the
"Right  of  First Offer").   The Investor shall not be deemed  to
have  a  right  of  first refusal on future financings  or  other
transactions of the Company.

                6.5.3   Exceptions to Capital Raising Limitations
and  Rights  of First Offer.  Notwithstanding the above,  neither
the  Capital  Raising Limitations nor the Rights of  First  Offer
shall  apply to any transaction involving issuances of securities
in  connection with a merger, consolidation, acquisition or  sale
of  assets,  or  in connection with any strategic partnership  or
joint  venture  (the primary purpose of which  is  not  to  raise
equity  capital),  or  in  connection  with  the  disposition  or
acquisition of a business, product or license by the  Company  or
exercise of options by employees, consultants or directors, or  a
primary  underwritten offering of the Company's Common Stock,  or
the transactions set forth on Schedule 6.5.1. The Capital Raising
Limitations and Rights of First Offer also shall not apply to (a)
the  issuance  of securities upon exercise or conversion  of  the
Company's  options,  warrants  or  other  convertible  securities
outstanding  as of the date hereof, (b) the grant  of  additional
options  or  warrants, or the issuance of additional  securities,
under  any Company stock option or restricted stock plan for  the
benefit of the Company's employees, directors or consultants,  or
(c)  the  issuance  of debt securities, with no  equity  feature,
incurred  solely for working capital purposes.  If the  Investor,
at  any  time, is more than five (5) business days late in paying
any  Put Dollar Amounts that are then due, the Investor shall not
be  entitled  to the benefits of Sections 6.5.1 and  6.5.2  above
until  the date that the Investor has paid all Put Dollar Amounts
that are then due.

           6.6   Financial  10-KSB Statements, Etc.  and  Current
Reports  on Form 8-K.  The Company shall deliver to the  Investor
copies  of  its  annual  reports on Form  10-KSB,  and  quarterly
reports  on Form 10-QSB and shall deliver to the Investor current
reports on Form 8-K within two (2) days of filing for the Term of
this Agreement.

           6.7   Opinion of Counsel.  Investor shall,  concurrent
with the Investment Commitment Closing, receive an opinion letter
from the Company's legal counsel, in the form attached as Exhibit
B,  or  in  such form as agreed upon by the parties,  and  shall,
concurrent with each Put Date, receive an opinion letter from the
Company's legal counsel, in the form attached as Exhibit I or  in
such form as agreed upon by the parties.

            6.8    Removal   of   Legend.  If  the   certificates
representing any Securities are issued with a restrictive  Legend
in  accordance with the terms of this Agreement, the Legend shall
be removed and the Company shall issue a certificate without such
Legend  to  the holder of any Security upon which it is  stamped,
and  a  certificate  for a security shall  be  originally  issued
without  the  Legend,  if  (a)  the  sale  of  such  Security  is
registered under the Act, or (b) such holder provides the Company
with  an  opinion  of  counsel,  in  form,  substance  and  scope
customary for opinions of counsel in comparable transactions (the
reasonable cost of which shall be borne by the Investor), to  the
effect  that  a public sale or transfer of such Security  may  be
made  without  registration under the Act,  or  (c)  such  holder
provides  the  Company  with  reasonable  assurances  that   such
Security can be sold pursuant to Rule 144.  Each Investor  agrees
to  sell  all  Securities,  including  those  represented  by   a
certificate(s) from which the Legend has been removed,  or  which
were  originally  issued  without  the  Legend,  pursuant  to  an
effective  registration statement and to deliver a prospectus  in
connection with such sale or in compliance with an exemption from
the registration requirements of the Act.

          6.9  Listing.  Subject to the remainder of this Section
6.9,  the  Company shall ensure that its shares of  Common  Stock
(including  all  Warrant Shares and Put Shares)  are  listed  and
available for trading on the NASDAQ Small Cap Market. Thereafter,
the  Company  shall  (i)  use its best efforts  to  continue  the
listing  and trading of its Common Stock on the NASDAQ Small  Cap
Market  or  to  become eligible for and listed and available  for
trading on the NMS, or the New York Stock Exchange ("NYSE");  and
(ii)   comply  in  all  material  respects  with  the   Company's
reporting,  filing  and other obligations under  the  By-Laws  or
rules  of the National Association of Securities Dealers ("NASD")
and such exchanges, as applicable.

          6.10 The Company's Instructions to Transfer Agent.  The
Company will instruct the Transfer Agent of the Common Stock (the
"Transfer  Agent"), by delivering, within ten (10) Business  Days
of  the  date  of  this Agreement, instructions in  the  form  of
Exhibit  T hereto, to issue certificates, registered in the  name
of  each  Investor or its nominee, for the Put Shares and Warrant
Shares  in  such amounts as specified from time to  time  by  the
Company upon any exercise by the Company of a Put and/or exercise
of  the Warrants by the holder thereof.  Such certificates  shall
not  bear a Legend unless issuance with a Legend is permitted  by
the  terms  of this Agreement and Legend removal is not permitted
by  Section  6.8 hereof and the Company shall cause the  Transfer
Agent  to  issue such certificates without a Legend.  Nothing  in
this  Section shall affect in any way Investor's obligations  and
agreement  set forth in Sections 3.3.2 or 3.3.3 hereof to  resell
the  Securities  pursuant to an effective registration  statement
and  to deliver a prospectus in connection with such sale  or  in
compliance  with an exemption from the registration  requirements
of  applicable securities laws.  If (a) an Investor provides  the
Company  with  an  opinion of counsel, which opinion  of  counsel
shall  be in form, substance and scope customary for opinions  of
counsel  in  comparable  transactions, to  the  effect  that  the
Securities  to be sold or transferred may be sold or  transferred
pursuant  to  an exemption from registration or (b)  an  Investor
transfers Securities, pursuant to Rule 144, to a transferee which
is an accredited investor, the Company shall permit the transfer,
and,  in  the  case  of Put Shares and Warrant  Shares,  promptly
instruct its transfer agent to issue one or more certificates  in
such name and in such denomination as specified by such Investor.
The  Company  acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to an Investor by vitiating
the  intent  and purpose of the transaction contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law  for
a  breach  of  its obligations under this Section  6.10  will  be
inadequate  and  agrees, in the event of a breach  or  threatened
breach  by  the  Company of the provisions of this Section  6.10,
that  an  Investor shall be entitled, in addition  to  all  other
available  remedies, to an injunction restraining any breach  and
requiring  immediate issuance and transfer, without the necessity
of  showing economic loss and without any bond or other  security
being required.

           6.11   Stockholder 20% Approval.  Prior to the closing
of any Put that would cause the Aggregate Issued Shares to exceed
the  Cap  Amount, if required by the rules of NASDAQ because  the
Company's  Common  Stock is listed on NASDAQ, the  Company  shall
obtain approval of its stockholders to authorize (i) the issuance
of  the  full  number of shares of Common Stock  which  would  be
issuable  pursuant to this Agreement but for the Cap  Amount  and
eliminate any prohibitions under applicable law or the  rules  or
regulations  of any stock exchange, interdealer quotation  system
or  other self-regulatory organization with jurisdiction over the
Company  or  any of its securities with respect to the  Company's
ability  to  issue shares of Common Stock in excess  of  the  Cap
Amount (such approvals being the "Stockholder 20% Approval").

           6.12   Press  Release.  The Company  agrees  that  the
Investor  shall  have the right to review and  comment  upon  any
press  release  issued  by the Company  in  connection  with  the
Offering  which  approval shall not be unreasonably  withheld  by
Investor.

           6.13   Change  in Law or Policy.  In the  event  of  a
change  in law, or policy of the SEC, as evidenced by a No-Action
letter  or other written statements of the SEC or the NASD  which
causes  the  Investor  to  be unable to perform  its  obligations
hereunder,  this Agreement shall be automatically terminated  and
no  Termination  Fee shall be due, provided that  notwithstanding
any  termination  under  this section 6.13,  the  Investor  shall
retain  full  ownership  of  the Commitment  Warrant  as  partial
consideration for its commitment hereunder.


     7.   Investor Covenant/Miscellaneous.

            7.1   Representations  and  Warranties  Survive   the
Closing;    Severability.    Investor's   and    the    Company's
representations and warranties shall survive the Investment  Date
and    any   Put   Closing   contemplated   by   this   Agreement
notwithstanding any due diligence investigation  made  by  or  on
behalf  of the party seeking to rely thereon.  In the event  that
any provision of this Agreement becomes or is declared by a court
of  competent jurisdiction to be illegal, unenforceable or  void,
or  is  altered  by  a  term required by the Securities  Exchange
Commission  to  be included in the Registration  Statement,  this
Agreement  shall continue in full force and effect  without  said
provision;  provided  that  if  the  removal  of  such  provision
materially changes the economic benefit of this Agreement to  the
Investor, this Agreement shall terminate.

           7.2  Successors and Assigns.  This Agreement shall not
be   assignable  without  the  Company's  written  consent.    If
assigned, the terms and conditions of this Agreement shall  inure
to  the  benefit of and be binding upon the respective successors
and  assigns of the parties.  Nothing in this Agreement,  express
or  implied, is intended to confer upon any party other than  the
parties  hereto  or their respective successors and  assigns  any
rights, remedies, obligations, or liabilities under or by  reason
of   this  Agreement,  except  as  expressly  provided  in   this
Agreement.   Investor may assign Investor's rights hereunder,  in
connection  with  any private sale of the Common  Stock  of  such
Investor,  so long as, as a condition precedent to such transfer,
the transferee executes an acknowledgment agreeing to be bound by
the  applicable provisions of this Agreement in a form acceptable
to   the   Company  and  provides  an  original  copy   of   such
acknowledgment to the Company.

            7.3    Execution  in  Counterparts  Permitted.   This
Agreement may be executed in any number of counterparts, each  of
which shall be enforceable against the parties actually executing
such counterparts, and all of which together shall constitute one
(1) instrument.

           7.4   Titles  and Subtitles; Gender.  The  titles  and
subtitles  used  in this Agreement are used for convenience  only
and  are not to be considered in construing or interpreting  this
Agreement.  The use in this Agreement of a masculine, feminine or
neither  pronoun  shall be deemed to include a reference  to  the
others.

           7.5   Written  Notices, Etc.  Any  notice,  demand  or
request  required  or permitted to be given  by  the  Company  or
Investor  pursuant  to the terms of this Agreement  shall  be  in
writing  and shall be deemed given when delivered personally,  or
by  facsimile  or upon receipt if by overnight  or  two  (2)  day
courier,  addressed  to  the  parties  at  the  addresses  and/or
facsimile telephone number of the parties set forth at the end of
this  Agreement or such other address as a party may  request  by
notifying the other in writing; provided, however, that in  order
for  any  notice to be effective as to the Investor  such  notice
shall  be  delivered and sent, as specified herein,  to  all  the
addresses  and  facsimile telephone numbers of the  Investor  set
forth  at the end of this Agreement or such other address  and/or
facsimile telephone number as Investor may request in writing.

           7.6  Expenses. Except as set forth in the Registration
Rights Agreement, each of the Company and Investor shall pay  all
costs  and expenses that it respectively incurs, with respect  to
the  negotiation,  execution, delivery and  performance  of  this
Agreement.

           7.7   Entire  Agreement; Written Amendments  Required.
This  Agreement,  including  the Exhibits  attached  hereto,  the
Common  Stock certificates, the Warrants, the Registration Rights
Agreement,  and  the  other documents delivered  pursuant  hereto
constitute  the  full  and  entire  understanding  and  agreement
between  the  parties  with regard to  the  subjects  hereof  and
thereof, and no party shall be liable or bound to any other party
in  any  manner by any warranties, representations or  covenants,
whether  oral,  written, or otherwise except as specifically  set
forth  herein  or therein.  Except as expressly provided  herein,
neither  this  Agreement  nor any term  hereof  may  be  amended,
waived,   discharged  or  terminated  other  than  by  a  written
instrument  signed by the party against whom enforcement  of  any
such amendment, waiver, discharge or termination is sought.

           7.8  Actions at Law or Equity; Jurisdiction and Venue.
The  parties acknowledge that any and all actions, whether at law
or at equity, and whether or not said actions are based upon this
Agreement between the parties hereto, shall be filed in any state
or  federal court sitting in Atlanta, Georgia. Georgia law  shall
govern  both  the  proceeding as well as the  interpretation  and
construction of the Transaction Documents and the transaction  as
a  whole.   In  any  litigation between the parties  hereto,  the
prevailing party, as found by the court, shall be entitled to  an
award  of  all  attorney's fees and costs of court.   Should  the
court  refuse to find a prevailing party, each party  shall  bear
its own legal fees and costs.

     8.   Subscription and Wiring Instructions; Irrevocability.

          (a)  Wire  transfer  of Subscription  Funds.   Investor
               shall  deliver  Put  Dollar  Amounts  (as  payment
               towards any Put Share Price) by wire transfer,  to
               the  Company pursuant to a wire instruction letter
               to  be provided by the Company, and signed by  the
               Company.

                      (b)   Irrevocable  Subscription.   Investor
               hereby  acknowledges and agrees,  subject  to  the
               provisions  of  any applicable laws providing  for
               the  refund  of subscription amounts submitted  by
               Investor,  that this Agreement is irrevocable  and
               that Investor is not entitled to cancel, terminate
               or  revoke  this Agreement or any other agreements
               executed  by such Investor and delivered  pursuant
               hereto,  and  that this Agreement and  such  other
               agreements  shall survive the death or  disability
               of  such  Investor and shall be binding  upon  and
               inure  to  the  benefit of the parties  and  their
               heirs,   executors,  administrators,   successors,
               legal   representatives  and  assigns.    If   the
               Securities subscribed for are to be owned by  more
               than  one  person,  the obligations  of  all  such
               owners  under  this Agreement shall be  joint  and
               several,   and  the  agreements,  representations,
               warranties  and  acknowledgments herein  contained
               shall be deemed to be made by and be binding  upon
               each   such   person  and  his  heirs,  executors,
               administrators,  successors, legal representatives
               and assigns.


     9.   Indemnification.

     In consideration of the Investor's execution and delivery of
the  Investment Agreement, the Registration Rights Agreement  and
the  Warrants  (the  "Transaction Documents") and  acquiring  the
Securities  thereunder and in addition to all  of  the  Company's
other  obligations under the Transaction Documents,  the  Company
shall  defend, protect, indemnify and hold harmless Investor  and
all  of  its  stockholders,  officers, directors,  employees  and
direct  or  indirect investors and any of the foregoing  person's
agents,  members,  partners or other representatives  (including,
without  limitation,  those  retained  in  connection  with   the
transactions  contemplated by this Agreement) (collectively,  the
"Indemnitees")  from and against any and all actions,  causes  of
action,   suits,   claims,   losses,  costs,   penalties,   fees,
liabilities  and  damages, and expenses in  connection  therewith
(irrespective of whether any such Indemnitee is a  party  to  the
action  for  which  indemnification  hereunder  is  sought),  and
including  reasonable  attorney's  fees  and  disbursements  (the
"Indemnified  Liabilities"), incurred  by  any  Indemnitee  as  a
result   of,  or  arising  out  of,  or  relating  to   (a)   any
misrepresentation  or  breach of any representation  or  warranty
made  by  the Company in the Transaction Documents or  any  other
certificate,  instrument  or  documents  contemplated  hereby  or
thereby,  (b) any breach of any covenant, agreement or obligation
of  the  Company  contained in the Transaction Documents  or  any
other certificate, instrument or document contemplated hereby  or
thereby,  (c)  any cause of action, suit or claim, derivative  or
otherwise, by any stockholder of the Company based on a breach or
alleged breach by the Company or any of its officers or directors
of  their  fiduciary or other obligations to the stockholders  of
the  Company, or (d) claims made by third parties against any  of
the  Indemnitees  based  on  a violation  of  Section  5  of  the
Securities Act caused by the integration of the private  sale  of
common stock to the Investor and the public offering pursuant  to
the Registration Statement.

      To the extent that the foregoing undertaking by the Company
may  be unenforceable for any reason, the Company shall make  the
maximum  contribution to the payment and satisfaction of each  of
the Indemnified Liabilities which it would be required to make if
such  foregoing undertaking was enforceable which is  permissible
under applicable law.

      Promptly after receipt by an Indemnified Party of notice of
the  commencement of any action pursuant to which indemnification
may be sought, such Indemnified Party will, if a claim in respect
thereof  is  to  be  made  against the other  party  (hereinafter
"Indemnitor") under this Section 9, deliver to the  Indemnitor  a
written  notice  of the commencement thereof and  the  Indemnitor
shall  have the right to participate in and to assume the defense
thereof  with  counsel  reasonably selected  by  the  Indemnitor,
provided, however, that an Indemnified Party shall have the right
to  retain its own counsel, with the reasonably incurred fees and
expenses  of  such  counsel  to be paid  by  the  Indemnitor,  if
representation of such Indemnified Party by the counsel  retained
by  the  Indemnitor  would  be inappropriate  due  to  actual  or
potential  conflicts of interest between such  Indemnified  Party
and   any  other  party  represented  by  such  counsel  in  such
proceeding.   The  failure  to  deliver  written  notice  to  the
Indemnitor  within a reasonable time of the commencement  of  any
such action, if prejudicial to the Indemnitor's ability to defend
such action, shall relieve the Indemnitor of any liability to the
Indemnified  Party under this Section 9, but the omission  to  so
deliver written notice to the Indemnitor will not relieve  it  of
any  liability  that it may have to any Indemnified  Party  other
than under this Section 9 to the extent it is prejudicial.


                   [INTENTIONALLY LEFT BLANK]

      10.   Accredited  Investor.   Investor  is  an  "accredited
investor" because (check all applicable boxes):

                    (a)       [  ] it is an organization described in
               Section 501(c)(3) of the Internal Revenue Code, or
               a  corporation, limited duration company,  limited
               liability  company, business trust, or partnership
               not  formed for the specific purpose of  acquiring
               the  securities  offered,  with  total  assets  in
               excess of $5,000,000.

                    (b)       [  ] any trust, with total assets in
               excess  of $5,000,000, not formed for the specific
               purpose of acquiring the securities offered, whose
               purchase is directed by a sophisticated person who
               has such knowledge and experience in financial and
               business  matters that he is capable of evaluating
               the   merits   and   risks  of   the   prospective
               investment.

                    (c)  [  ] a natural person, who

                              [  ] is a director, executive officer or
               general  partner of the issuer of  the  securities
               being  offered  or  sold or a director,  executive
               officer or general partner of a general partner of
               that issuer.

                         [  ] has an individual net worth, or joint
               net  worth with that person's spouse, at the  time
               of his purchase exceeding $1,000,000.

                              [  ] had an individual income in excess
               of  $200,000 in each of the two most recent  years
               or  joint  income  with that  person's  spouse  in
               excess of $300,000 in each of those years and  has
               a  reasonable  expectation of  reaching  the  same
               income level in the current year.

                    (d)       [X] an entity each equity owner of
               which is an entity described in a - b above or  is
               an  individual who could check one (1) of the last
               three (3) boxes under subparagraph (c) above.

                    (e)       [  ] other [specify]
               __________________________________________________


      The  undersigned  hereby subscribes  the  Maximum  Offering
Amount  and acknowledges that this Agreement and the subscription
represented hereby shall not be effective unless accepted by  the
Company as indicated below.

      IN WITNESS WHEREOF, the undersigned Investor does represent
and   certify  under  penalty  of  perjury  that  the   foregoing
statements  are  true  and  correct  and  that  Investor  by  the
following signature(s) executed this Agreement.

Dated this 21st day of  July, 2000.


SWARTZ PRIVATE EQUITY, LLC


By: Eric S. Swartz
       Eric S. Swartz, Manager


SECURITY DELIVERY INSTRUCTIONS:
Swartz Private Equity, LLC
C/o Eric S. Swartz
200 Roswell Summit, Suite 285
1080 Holcomb Bridge Road
Roswell, GA 30076
Telephone: (770) 640-8130


THIS  AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT  OF  THE
MAXIMUM OFFERING AMOUNT ON THE 21st DAY OF JULY, 2000.


                              DELTA PETROLEUM CORPORATION



                              By: s/Aleron H. Larson, Jr.
                                 Aleron H. Larson, Jr., CEO

                         Address:
                              Attn: Aleron H. Larson, Jr.
                              17th Street, Suite 3310
                              Denver, CO  80202
                              Telephone: (303) 293-9133
                              Facsimile:  (303) 298-8251

                       ADVANCE PUT NOTICE



DELTA  PETROLEUM  CORPORATION  (the  "Company")  hereby  intends,
subject to the Individual Put Limit (as defined in the Investment
Agreement),  to  elect to exercise a Put to sell  the  number  of
shares  of  Common  Stock  of  the Company  specified  below,  to
_____________________________, the Investor, as of  the  Intended
Put  Date  written below, all pursuant to that certain Investment
Agreement (the "Investment Agreement") by and between the Company
and Swartz Private Equity, LLC dated on or about July 21, 2000.


Date of Advance Put Notice:
___________________


Intended Put Date:___________________________


Intended Put Share Amount: __________________

Company Designation Maximum Put Dollar Amount
         (Optional):
________________________________________.
Company Designation Minimum Put Share Price
               (Optional):
________________________________________.



                              DELTA PETROLEUM CORPORATION


                              By:
                                 Aleron H. Larson, Jr., CEO

                         Address:
                              Attn: Aleron H. Larson, Jr.
                              17th Street, Suite 3310
                              Denver, CO  80202
                              Telephone: (303) 293-9133
                              Facsimile:  (303) 298-8251







                            EXHIBIT E

               CONFIRMATION of ADVANCE PUT NOTICE


_________________________________, the Investor, hereby  confirms
receipt  of DELTA PETROLEUM CORPORATION's (the "Company") Advance
Put  Notice  on  the  Advance Put Date  written  below,  and  its
intention  to  elect to exercise a Put to sell shares  of  common
stock  ("Intended  Put  Share Amount")  of  the  Company  to  the
Investor, as of the intended Put Date written below, all pursuant
to that certain Investment Agreement (the "Investment Agreement")
by  and between the Company and Swartz Private Equity, LLC  dated
on or about July 21, 2000.


                    Date of Confirmation: ____________________

                    Date of Advance Put Notice: _______________

                    Intended Put Date: ________________________

                    Intended Put Share Amount: ________________

                    Company Designation Maximum Put Dollar Amount
                         (Optional):
                    ________________________________________.

                     Company Designation Minimum Put Share  Price
                         (Optional):
                    ________________________________________.

                    INVESTOR(S)

                    ___________________________________
                    Investor's Name

                    By:
                    ________________________________
                     (Signature)
                    Address:
                    ____________________________________


                    ____________________________________


                    ____________________________________

                    Telephone No.:
                    ___________________________________

                    Facsimile No.:
                    ___________________________________





                            EXHIBIT F


                           PUT NOTICE

DELTA  PETROLEUM  CORPORATION (the "Company")  hereby  elects  to
exercise a Put to sell shares of common stock ("Common Stock") of
the Company to _____________________________, the Investor, as of
the  Put Date, at the Put Share Price and for the number  of  Put
Shares  written  below, all pursuant to that  certain  Investment
Agreement (the "Investment Agreement") by and between the Company
and Swartz Private Equity, LLC dated on or about July 21, 2000.

                    Put Date :_________________

                    Intended  Put Share Amount (from Advance  Put
                    Notice):_________________ Common Shares


                    Company Designation Maximum Put Dollar Amount
                        (Optional):
                    ________________________________________.

                     Company Designation Minimum Put Share  Price
                        (Optional):
                    ________________________________________.



Note:  Capitalized terms shall have the meanings ascribed to them
in this Investment Agreement.




                              DELTA PETROLEUM CORPORATION


                              By:
                                 Aleron H. Larson, Jr., CEO

                         Address:
                              Attn: Aleron H. Larson, Jr.
                              17th Street, Suite 3310
                              Denver, CO  80202
                              Telephone: (303) 293-9133
                              Facsimile:  (303) 298-8251


                            EXHIBIT G

                   CONFIRMATION of PUT NOTICE


_________________________________, the Investor, hereby  confirms
receipt of Delta Petroleum Corporation (the "Company") Put Notice
and     election     to    exercise     a     Put     to     sell
___________________________  shares  of  common  stock   ("Common
Stock")  of  the  Company to Investor, as of the  Put  Date,  all
pursuant  to  that certain Investment Agreement (the  "Investment
Agreement") by and between the Company and Swartz Private Equity,
LLC dated on or about July 21, 2000.


                             Date   of   this   Confirmation:
                                        ________________


                              Put Date :_________________


                              Number of Put Shares of
                              Common Stock to be Issued: _____________

                              Volume  Evaluation  Period:
                              _____ Business Days

                              Pricing Period: _____ Business Days



                              INVESTOR(S)

                              ___________________________________
                              Investor's Name

                              By:
                              ___________________________________
                                   (Signature)
                              Address:
                              ____________________________________


                              ____________________________________


                              ____________________________________

                              Telephone No.:
                              ___________________________________

                              Facsimile No.:
                              ____________________________________




                            EXHIBIT H
                     PUT CANCELLATION NOTICE


DELTA  PETROLEUM CORPORATION (the "Company") hereby  cancels  the
Put   specified  below,  pursuant  to  that  certain   Investment
Agreement (the "Investment Agreement") by and between the Company
and  Swartz Private Equity, LLC dated on or about July 21,  2000,
as  of  the  close  of trading on the date specified  below  (the
"Cancellation Date," which date must be on or after the date that
this  notice  is delivered to the Investor), provided  that  such
cancellation  shall not apply to the number of shares  of  Common
Stock  equal to the Truncated Put Share Amount (as defined in the
Investment Agreement).




                              Cancellation Date:
                              _____________________

                              Put Date of Put Being  Canceled:
                              _____________________

                              Number of Shares Put on Put Date:
                              _____________________

                              Reason  for  Cancellation  (check one):

                              [   ]  Material Facts,
                                     Ineffective Registration Period.

                              [   ]  Delisting Event

The Company understands that, by canceling this Put, it must give
twenty  (20) Business Days advance written notice to the Investor
before effecting the next Put.


                              DELTA PETROLEUM CORPORATION



                              By:
                                 Aleron H. Larson, Jr., CEO

                         Address:
                              Attn: Aleron H. Larson, Jr.
                              555 17th Street, Suite 3310
                              Denver, CO  80202
                              Telephone: (303) 293-9133
                              Facsimile:  (303) 298-8251


                            EXHIBIT Q
              PUT CANCELLATION NOTICE CONFIRMATION


The  undersigned  Investor to that certain  Investment  Agreement
(the  "Investment Agreement") by and between the Delta  Petroleum
Corporation's, and Swartz Private Equity, LLC dated on  or  about
July  21,  2000,  hereby  confirms  receipt  of  Delta  Petroleum
Corporation's  (the  "Company")  Put  Cancellation  Notice,   and
confirms the following:


             Date of this Confirmation:
             ___________________

             Put Cancellation Date:
             ___________________



                              INVESTOR(S)

                              ___________________________________
                              Investor's Name

                              By:
                              ____________________________________
                              (Signature)
                              Address:
                              ____________________________________


                              ____________________________________


                              ____________________________________

                              Telephone No.:
                              ___________________________________
                              Facsimile No.:
                              ____________________________________



                  REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION RIGHTS AGREEMENT (this  "Agreement")  is
entered  into  as of July 21, 2000, by and among Delta  Petroleum
Corporation,  a corporation duly incorporated and existing  under
the  laws  of  the  State of Colorado (the  "Company"),  and  the
subscriber  as  named  on the signature page hereto  (hereinafter
referred to as "Subscriber").

                            RECITALS:

      WHEREAS, pursuant to the Company's offering ("Offering") of
up  to  Twenty Million Dollars ($20,000,000), excluding any funds
paid  upon  exercise  of the Warrants, of  Common  Stock  of  the
Company  pursuant  to that certain Investment Agreement  of  even
date  herewith (the "Investment Agreement") between  the  Company
and  the  Subscriber,  the Company has agreed  to  sell  and  the
Subscriber has agreed to purchase, from time to time as  provided
in the Investment Agreement, shares of the Company's Common Stock
for a maximum aggregate offering amount of Twenty Million Dollars
($20,000,000);

      WHEREAS, pursuant to the terms of the Investment Agreement,
the  Company has agreed to issue to the Subscriber the Commitment
Warrants and, from time to time, the Purchase Warrants,  each  as
defined  in  the Investment Agreement, to purchase  a  number  of
shares of Common Stock, exercisable for five (5) years from their
respective dates of issuance (collectively, the "Warrants"); and

      WHEREAS, pursuant to the terms of the Investment Agreement,
the  Company  has agreed to provide the Subscriber  with  certain
registration rights with respect to the Common Stock to be issued
in  the  Offering and the Common Stock issuable upon exercise  of
the Warrants as set forth in this Agreement.

                             TERMS:

      NOW,  THEREFORE,  in consideration of the mutual  promises,
representations, warranties, covenants and conditions  set  forth
in  this Agreement and for other good and valuable consideration,
the  receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

      1.    Certain  Definitions.   As  used  in  this  Agreement
(including  the Recitals above), the following terms  shall  have
the following meanings (such meanings to be equally applicable to
both singular and plural forms of the terms defined):

           "Additional  Registration Statement"  shall  have  the
meaning set forth in Section 3(b).

          "Amended Registration Statement" shall have the meaning
set forth in Section 3(b).

           "Business Day" shall have the meaning set forth in the
Investment Agreement.

          "Closing Bid Price" shall have the meaning set forth in
the Investment Agreement.

           "Common Stock" shall mean the common stock, par  value
$0.01, of the Company.

           "Due  Date"  shall mean the date that is  one  hundred
twenty (120) days after the date of this Agreement.

           "Effective Date" shall have the meaning set  forth  in
Section 2.4.

           "Exchange Act" shall mean the Securities Exchange  Act
of  1934,  as  amended, together with the rules  and  regulations
promulgated thereunder.

          "Filing Deadline" shall mean September 30, 2000.

          "Investment Agreement" shall have the meaning set forth
in the Recitals hereto.

          "Holder" shall mean Subscriber, and any other person or
entity   owning  or  having  the  right  to  acquire  Registrable
Securities or any permitted assignee;

           "Piggyback  Registration" and "Piggyback  Registration
Statement" shall have the meaning set forth in Section 4.

           "Put"  shall  have the meaning as  set  forth  in  the
Investment Agreement.

          "Register," "Registered," and "Registration" shall mean
and  refer to a registration effected by preparing and  filing  a
registration statement or similar document in compliance with the
Securities Act and pursuant to Rule 415 under the Securities  Act
or  any  successor  rule,  and  the declaration  or  ordering  of
effectiveness of such registration statement or document.

           "Registrable  Securities" shall have the  meaning  set
forth in Section 2.1.

           "Registration  Statement" shall have the  meaning  set
forth in Section 2.2.

          "Rule 144" shall mean Rule 144, as amended, promulgated
under the Securities Act.

          "Securities Act" shall mean the Securities Act of 1933,
as  amended,  together with the rules and regulations promulgated
thereunder.

           "Subscriber" shall have the meaning set forth  in  the
preamble to this Agreement.

           "Supplemental Registration Statement" shall  have  the
meaning set forth in Section 3(b).

           "Warrants"  shall have the meaning set  forth  in  the
above Recitals.

           "Warrant  Shares" shall mean shares  of  Common  Stock
issuable upon exercise of any Warrant.

     2.   Required Registration.

           2.1  Registrable Securities.  "Registrable Securities"
shall  mean  those  shares of the Common  Stock  of  the  Company
together  with  any  capital stock issued in replacement  of,  in
exchange  for or otherwise in respect of such Common Stock,  that
are:  (i)  issuable or issued to the Subscriber pursuant  to  the
Investment  Agreement, and (ii) issuable or issued upon  exercise
of  the  Warrants;  provided, however, that  notwithstanding  the
above,   the   following  shall  not  be  considered  Registrable
Securities:

                (a)  any  Common Stock which would  otherwise  be
deemed  to  be Registrable Securities, if and to the extent  that
those   shares  of  Common  Stock  may  be  resold  in  a  public
transaction   without  volume  limitations  or   other   material
restrictions  without  registration  under  the  Securities  Act,
including  without  limitation, pursuant to Rule  144  under  the
Securities Act; and

                (b)  any  shares of Common Stock which have  been
sold  in  a private transaction in which the transferor's  rights
under this Agreement are not assigned.

           2.2   Filing  of Initial Registration Statement.   The
Company  shall,  by  the  Filing Deadline,  file  a  registration
statement  ("Registration  Statement")  on  Form  S-1  (or  other
suitable  form, at the Company's discretion, but subject  to  the
reasonable  approval of Subscriber), covering  the  resale  of  a
number of shares of Common Stock as Registrable Securities  equal
to  at least Eight Million (8,000,000) shares of Common Stock and
shall  cover,  to  the  extent allowed by  applicable  law,  such
indeterminate  number of additional shares of Common  Stock  that
may be issued or become issuable as Registrable Securities by the
Company pursuant to Rule 416 of the Securities Act.  In the event
that the Company has not filed the Registration Statement by  the
Filing  Deadline,  then the Company shall pay  to  Subscriber  an
amount  equal to $500, in cash, for each Business Day  after  the
Filing  Deadline  until  such Registration  Statement  is  filed,
payable  within ten (10) Business Days following the end of  each
calendar month in which such payments accrue.

          2.3  [Intentionally Left Blank].

           2.4   Registration Effective Date.  The Company  shall
use  its commercially reasonable efforts to have the Registration
Statement  declared  effective by  the  SEC  (the  date  of  such
effectiveness is referred to herein as the "Effective  Date")  by
the Due Date.

          2.5  [Intentionally Left Blank].

          2.6  [Intentionally Left Blank].

           2.7   Shelf Registration.  The Registration  Statement
shall be prepared as a "shelf" registration statement under  Rule
415,  and  shall  be maintained effective until  all  Registrable
Securities are resold pursuant to the Registration Statement.

           2.8  Supplemental Registration Statement.  Anytime the
Registration  Statement  does not cover a  sufficient  number  of
shares  of  Common  Stock  to cover all  outstanding  Registrable
Securities, the Company shall promptly prepare and file with  the
SEC  such  Supplemental Registration Statement and the prospectus
used  in  connection with such registration statement as  may  be
necessary  to  comply with the provisions of the  Securities  Act
with   respect  to  the  disposition  of  all  such   Registrable
Securities  and shall use its commercially reasonable efforts  to
cause  such  Supplemental Registration Statement to  be  declared
effective as soon as possible.

      3.    Obligations of the Company.  Whenever required  under
this  Agreement  to  effect the registration of  any  Registrable
Securities,  the Company shall, as expeditiously  and  reasonably
possible:

           (a)  Prepare and file with the Securities and Exchange
Commission ("SEC") a Registration Statement with respect to  such
Registrable  Securities  and  use  its  commercially   reasonable
efforts  to cause such Registration Statement to become effective
and  to  remain  effective until all Registrable  Securities  are
resold  pursuant  to such Registration Statement, notwithstanding
any  Termination or Automatic Termination (as each is defined  in
the Investment Agreement) of the Investment Agreement.

           (b)  Prepare and file with the SEC such amendments and
supplements  to  such Registration Statement and  the  prospectus
used  in  connection  with such Registration Statement  ("Amended
Registration  Statement")  or prepare  and  file  any  additional
registration  statement  ("Additional  Registration   Statement,"
together  with  the Amended Registration Statement, "Supplemental
Registration Statements") as may be necessary to comply with  the
provisions  of the Securities Act with respect to the disposition
of  all  securities  covered  by such  Supplemental  Registration
Statements or such prior registration statement and to cover  the
resale of all Registrable Securities.

          (c)  Furnish to the Holders such numbers of copies of a
prospectus,  including  a preliminary prospectus,  in  conformity
with  the  requirements of the Securities  Act,  and  such  other
documents  as they may reasonably request in order to  facilitate
the disposition of Registrable Securities owned by them.

            (d)   Use  its  commercially  reasonable  efforts  to
register  and qualify the securities covered by such Registration
Statement  under such other securities or Blue Sky  laws  of  the
jurisdictions  in which the Holders are located,  of  such  other
jurisdictions as shall be reasonably requested by the Holders  of
the Registrable Securities covered by such Registration Statement
and  of  all other jurisdictions where legally required, provided
that the Company shall not be required in connection therewith or
as  a  condition thereto to qualify to do business or to  file  a
general  consent  to  service of process in any  such  states  or
jurisdictions.

          (e)  [Intentionally Omitted].

          (f)  As promptly as practicable after becoming aware of
such  event, notify each Holder of Registrable Securities of  the
happening of any event of which the Company has knowledge,  as  a
result  of  which  the  prospectus included in  the  Registration
Statement, as then in effect, includes an untrue statement  of  a
material  fact or omits to state a material fact required  to  be
stated  therein or necessary to make the statements  therein,  in
light  of  the  circumstances under which  they  were  made,  not
misleading,  use its commercially reasonable efforts promptly  to
prepare  a  supplement or amendment to the Registration Statement
to  correct  such  untrue statement or omission,  and  deliver  a
number  of copies of such supplement or amendment to each  Holder
as such Holder may reasonably request.

           (g)   Provide Holders with notice of the date  that  a
Registration Statement or any Supplemental Registration Statement
registering the resale of the Registrable Securities is  declared
effective by the SEC, and the date or dates when the Registration
Statement is no longer effective.

           (h)   Provide  Holders and their  representatives  the
opportunity  and  a  reasonable  amount  of  time,   based   upon
reasonable  notice  delivered  by  the  Company,  to  conduct   a
reasonable due diligence inquiry of Company's pertinent financial
and  other  records and make available its officers and directors
for  questions  regarding  such  information  as  it  relates  to
information contained in the Registration Statement.

           (i)   Provide  Holders and their  representatives  the
opportunity  to  review  the  Registration  Statement   and   all
amendments or supplements thereto prior to their filing with  the
SEC  by giving the Holder at least ten (10) business days advance
written notice prior to such filing.

           (j)   Provide  each Holder with prompt notice  of  the
issuance by the SEC or any state securities commission or  agency
of   any   stop  order  suspending  the  effectiveness   of   the
Registration  Statement or the initiation of any  proceeding  for
such  purpose.  The Company shall use its commercially reasonable
efforts to prevent the issuance of any stop order and, if any  is
issued,  to  obtain the removal thereof at the earliest  possible
date.

           (k)   Use its commercially reasonable efforts to  list
the  Registrable Securities covered by the Registration Statement
with  all  securities exchanges or markets on  which  the  Common
Stock  is  then  listed and prepare and file any required  filing
with  the  NASD,  American Stock Exchange,  NYSE  and  any  other
exchange or market on which the Common Stock is listed.

      4.    Piggyback Registration.  If anytime prior to the date
that  the Registration Statement is declared effective or  during
any  Ineffective Period (as defined in the Investment  Agreement)
the  Company proposes to register (including for this  purpose  a
registration effected by the Company for shareholders other  than
the Holders) any of its Common Stock under the Securities Act  in
connection with the public offering of such securities solely for
cash  (other than a registration relating solely for the sale  of
securities  to  participants  in  a  Company  stock  plan  or   a
registration on Form S-4 promulgated under the Securities Act  or
any  successor or similar form registering stock issuable upon  a
reclassification,  upon  a  business  combination  involving   an
exchange  of securities or upon an exchange offer for  securities
of  the  issuer  or another entity), the Company shall,  at  such
time,   promptly  give  each  Holder  written  notice   of   such
registration  (a "Piggyback Registration Statement").   Upon  the
written request of each Holder given by fax within ten (10)  days
after  mailing  of such notice by the Company, the Company  shall
cause  to  be included in such registration statement  under  the
Securities Act all of the Registrable Securities that  each  such
Holder  has requested to be registered ("Piggyback Registration")
to  the  extent such inclusion does not violate the  registration
rights of any other security holder of the company granted  prior
to  the date hereof; provided, however, that nothing herein shall
prevent   the   Company  from  withdrawing  or  abandoning   such
registration statement prior to its effectiveness.

     5.   Limitation on Obligations to Register under a Piggyback
Registration.   In the case of a Piggyback Registration  pursuant
to  an  underwritten  public offering  by  the  Company,  if  the
managing  underwriter determines and advises in writing that  the
inclusion in the related Piggyback Registration Statement of  all
Registrable  Securities proposed to be included  would  interfere
with  the successful marketing of the securities proposed  to  be
registered  by  the Company, then the number of such  Registrable
Securities   to  be  included  in  such  Piggyback   Registration
Statement, to the extent any such Registrable Securities  may  be
included  in  such  Piggyback Registration  Statement,  shall  be
allocated   among   all  Holders  who  had  requested   Piggyback
Registration pursuant to the terms hereof, in the proportion that
the number of Registrable Securities which each such Holder seeks
to  register bears to the total number of Registrable  Securities
sought to be included by all Holders. If required by the managing
underwriter of such an underwritten public offering, the  Holders
shall  enter into an agreement limiting the number of Registrable
Securities   to  be  included  in  such  Piggyback   Registration
Statement  and  the terms, if any, regarding the future  sale  of
such Registrable Securities.

     6.   Dispute as to Registrable Securities.  In the event the
Company  believes  that  shares sought  to  be  registered  under
Section  2 or Section 4 by Holders do not constitute "Registrable
Securities" by virtue of Section 2.1 of this Agreement,  and  the
status of those shares as Registrable Securities is disputed, the
Company  shall  provide, at its expense, an Opinion  of  Counsel,
reasonably acceptable to the Holders of the Securities  at  issue
(and  satisfactory to the Company's transfer agent to permit  the
sale   and   transfer),  that  those  securities  may   be   sold
immediately,   without  volume  limitation  or   other   material
restrictions, without registration under the Securities  Act,  by
virtue of Rule 144 or similar provisions.

      7.    Furnish Information.  At the Company's request,  each
Holder  shall  furnish to the Company such information  regarding
Holder,  the Registrable Securities held by it, and the  intended
method  of disposition of such securities to the extent  required
to  effect the registration of its Registrable Securities  or  to
determine that registration is not required pursuant to Rule  144
or other applicable provision of the Securities Act.  The Company
shall  include  all information provided by such Holder  pursuant
hereto  in the Registration Statement, substantially in the  form
supplied,  except to the extent such information is not permitted
by law.

      8.    Expenses.   All expenses, other than commissions  and
fees and expenses of counsel to the selling Holders, incurred  in
connection with registrations, filings or qualifications pursuant
hereto,  including (without limitation) all registration,  filing
and  qualification fees, printers' and accounting fees, fees  and
disbursements of counsel for the Company, shall be borne  by  the
Company.

       9.     Indemnification.   In  the  event  any  Registrable
Securities  are included in a Registration Statement  under  this
Agreement:

           (a)   To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers, directors,
partners,  legal  counsel, and accountants of  each  Holder,  any
underwriter  (as defined in the Securities Act, or as  deemed  by
the  Securities  Exchange  Commission,  or  as  indicated  in   a
registration statement) for such Holder and each person, if  any,
who  controls  such Holder or underwriter within the  meaning  of
Section 15 of the Securities Act or the Exchange Act, against any
losses,  claims, damages, or liabilities (joint  or  several)  to
which  they  may  become subject under the  Securities  Act,  the
Exchange  Act  or  other federal or state law,  insofar  as  such
losses,  claims, damages, or liabilities (or actions  in  respect
thereof)  arise  out of or are based upon any  of  the  following
statements  or  omissions: (i) any untrue  statement  or  alleged
untrue   statement   of  a  material  fact  contained   in   such
registration  statement, including any preliminary prospectus  or
final   prospectus  contained  therein  or  any   amendments   or
supplements thereto, or (ii) the omission or alleged omission  to
state  therein a material fact required to be stated therein,  or
necessary to make the statements therein not misleading, and  the
Company  will  reimburse each such Holder, officer  or  director,
underwriter or controlling person for any legal or other expenses
reasonably  incurred by them in connection with investigating  or
defending  any  such loss, claim, damage, liability,  or  action;
provided, however, that the indemnity agreement contained in this
subsection 9(a) shall not apply to amounts paid in settlement  of
any  such  loss,  claim, damage, liability,  or  action  if  such
settlement is effected without the consent of the Company  (which
consent  shall  not  be  unreasonably withheld),  nor  shall  the
Company  be  liable  in any such case for any such  loss,  claim,
damage, liability, or action to the extent that it arises out  of
or is based upon a violation which occurs in reliance upon and in
conformity with written information furnished expressly  for  use
in connection with such registration by any such Holder, officer,
director,  underwriter or controlling person;  provided  however,
that  the  above  shall not relieve the Company  from  any  other
liabilities which it might otherwise have.

           (b)   Each Holder of any securities included  in  such
registration being effected shall indemnify and hold harmless the
Company,  its directors and officers, each underwriter  and  each
other  person,  if any, who controls (within the meaning  of  the
Securities  Act)  the  Company or such other  indemnified  party,
against  any  liability,  joint or several,  to  which  any  such
indemnified party may become subject under the Securities Act  or
any other statute or at common law, insofar as such liability (or
actions  in  respect  thereof) arises out of  or  is  based  upon
(i)  any  untrue  statement or alleged untrue  statement  of  any
material  fact contained, on the effective date thereof,  in  any
registration  statement  under which securities  were  registered
under  the  Securities Act at the request  of  such  Holder,  any
preliminary prospectus or final prospectus contained therein,  or
any  amendment  or supplement thereto, or (ii)  any  omission  or
alleged omission by such Holder to state therein a material  fact
required to be stated therein or necessary to make the statements
therein  not  misleading, to the extent, but only to the  extent,
that  such  untrue  statement  or  alleged  untrue  statement  or
omission  or  alleged  omission was  made  in  such  registration
statement,   preliminary  or  final  prospectus,   amendment   or
supplement  thereto  in  reliance upon  and  in  conformity  with
information  furnished in writing to the Company by  such  Holder
specifically  for use therein.  Such Holder shall  reimburse  any
indemnified party for any legal fees incurred in investigating or
defending  any  such  liability;  provided,  however,  that  such
Holder's  obligations  hereunder shall be limited  to  an  amount
equal  to the proceeds to such Holder of the securities  sold  in
any such registration.

           (c)   Promptly  after receipt by an indemnified  party
under  this Section 9 of notice of the commencement of any action
(including any governmental action), such indemnified party will,
if  a  claim  in  respect  thereof is  to  be  made  against  any
indemnifying  party  under  this  Section  9,  deliver   to   the
indemnifying  party a written notice of the commencement  thereof
and  the  indemnifying party shall have the right to  participate
in, and, to the extent the indemnifying party so desires, jointly
with  any other indemnifying party similarly noticed, to  assume,
the  defense  thereof with counsel mutually satisfactory  to  the
parties; provided, however, that an indemnified party shall  have
the right to retain its own counsel, with the reasonably incurred
fees  and  expenses  of  one  such counsel  to  be  paid  by  the
indemnifying  party, if representation of such indemnified  party
by  the  counsel  retained  by the indemnifying  party  would  be
inappropriate  due  to actual or potential conflicting  interests
between such indemnified party and any other party represented by
such  counsel in such proceeding.  The failure to deliver written
notice to the indemnifying party within a reasonable time of  the
commencement of any such action, if materially prejudicial to its
ability  to  defend such action, shall relieve such  indemnifying
party  of  any  liability  to the indemnified  party  under  this
Section 9, but the omission so to deliver written notice  to  the
indemnifying party will not relieve it of any liability  that  it
may  have  to  any  indemnified party otherwise than  under  this
Section 9.

           (d)   In  the  event  that the indemnity  provided  in
paragraphs (a) and/or (b) of this Section 9 is unavailable to  or
insufficient  to  hold  harmless an  indemnified  party  for  any
reason,  the Company and each Holder agree to contribute  to  the
aggregate  claims,  losses,  damages and  liabilities  (including
legal  or  other expenses reasonably incurred in connection  with
investigating or defending same) (collectively "Losses") to which
the Company and one or more of the Holders may be subject in such
proportion as is appropriate to reflect the relative fault of the
Company  and  the  Holders in connection with the  statements  or
omissions which resulted in such Losses.  Relative fault shall be
determined  by reference to whether any alleged untrue  statement
or  omission relates to information provided by the Company or by
the Holders.  The Company and the Holders agree that it would not
be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does  not  take
account  of  the  equitable  considerations  referred  to  above.
Notwithstanding the provisions of this paragraph (d),  no  person
guilty  of  fraudulent misrepresentation (within the  meaning  of
Section  11(f)  of  the  Securities Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of   such
fraudulent  misrepresentation.  For purposes of this  Section  9,
each  person  who  controls  a Holder of  Registrable  Securities
within  the meaning of either the Securities Act or the  Exchange
Act and each director, officer, partner, employee and agent of  a
Holder shall have the same rights to contribution as such holder,
and  each  person who controls the Company within the meaning  of
either  the Securities Act or the Exchange Act and each  director
and  officer  of  the  Company shall  have  the  same  rights  to
contribution  as  the  Company,  subject  in  each  case  to  the
applicable terms and conditions of this paragraph (d).

           (e)   The obligations of the Company and Holders under
this  Section 9 shall survive the resale, if any, of  the  Common
Stock,  the  completion of any offering of Registrable Securities
in a Registration Statement under this Agreement, and otherwise.

      10.   Reports  Under Exchange Act.  With a view  to  making
available  to  the Holders the benefits of Rule  144  promulgated
under the Securities Act and any other rule or regulation of  the
SEC  that  may at any time permit a Holder to sell securities  of
the  Company  to  the  public without registration,  the  Company
agrees to:

           (a)   make  and keep public information available,  as
those terms are understood and defined in Rule 144; and

           (b)   use its commercially reasonable efforts to  file
with  the  SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange
Act.

      11.   Amendment of Registration Rights.  Any  provision  of
this  Agreement may be amended and the observance thereof may  be
waived  (either generally or in a particular instance and  either
retroactively or prospectively), only with the written consent of
the  Company  and  the  written consent of each  Holder  affected
thereby.   Any  amendment or waiver effected in  accordance  with
this  paragraph  shall be binding upon each Holder,  each  future
Holder, and the Company.

      12.  Notices.  All notices required or permitted under this
Agreement shall be made in writing signed by the party making the
same, shall specify the section under this Agreement pursuant  to
which  it is given, and shall be addressed if to (i) the  Company
at:  Delta  Petroleum Corporation.; Attn: Aleron H. Larson,  Jr.,
CEO;  555  17th Street, Suite 3310, Denver, CO 80202;  Telephone:
(303)  293-9133,  Facsimile: (303) 298-8251  (or  at  such  other
location  as  directed by the Company in writing)  and  (ii)  the
Holders at their respective last address as the party as shown on
the  records  of  the Company.  Any notice, except  as  otherwise
provided  in  this Agreement, shall be made by fax and  shall  be
deemed given at the time of transmission of the fax.

      13.   Termination.  This Agreement shall terminate  on  the
date  all Registrable Securities cease to exist (as that term  is
defined in Section 2.1 hereof); but without prejudice to (i)  the
parties'  rights  and obligations arising from breaches  of  this
Agreement   occurring  prior  to  such  termination  (ii)   other
indemnification obligations under this Agreement.

      14.   Assignment.  No assignment, transfer  or  delegation,
whether  by  operation  of law or otherwise,  of  any  rights  or
obligations  under this Agreement by the Company or  any  Holder,
respectively, shall be made without the prior written consent  of
the   majority  in  interest  of  the  Holders  or  the  Company,
respectively;  provided  that the  rights  of  a  Holder  may  be
transferred  to  a subsequent holder of the Holder's  Registrable
Securities  (provided  such  transferee  shall  provide  to   the
Company,  together with or prior to such transferee's request  to
have  such  Registrable Securities included in a Registration,  a
writing  executed by such transferee agreeing to be  bound  as  a
Holder  by  the terms of this Agreement), and the Company  hereby
agrees  to file an amended registration statement including  such
transferee or a selling security holder thereunder; and  provided
further  that the Company may transfer its rights and obligations
under  this  Agreement  to a purchaser of all  or  a  substantial
portion  of its business if the obligations of the Company  under
this  Agreement  are  assumed in connection with  such  transfer,
either  by  merger or other operation of law (which  may  include
without   limitation  a  transaction  whereby   the   Registrable
Securities  are  converted into securities of  the  successor  in
interest) or by specific assumption executed by the transferee.

     15.  Governing Law.  This Agreement shall be governed by and
construed  in  accordance with the laws of the State  of  Georgia
applicable  to agreements made in and wholly to be  performed  in
that   jurisdiction,  except  for  matters  arising   under   the
Securities  Act  or  the  Exchange Act, which  matters  shall  be
construed  and  interpreted in accordance with  such  laws.   Any
dispute  arising  out  of or relating to this  Agreement  or  the
breach,  termination or validity hereof shall be finally  settled
by the federal or state courts located in Fulton County, Georgia.

      16.   Execution in Counterparts Permitted.  This  Agreement
may  be  executed in any number of counterparts,  each  of  which
shall be enforceable against the parties actually executing  such
counterparts, and all of which together shall constitute one  (1)
instrument.

      17.  Specific Performance.  The Holder shall be entitled to
the  remedy of specific performance in the event of the Company's
breach  of this Agreement, the parties agreeing that a remedy  at
law would be inadequate.

     18.  Indemnity.  Each party shall indemnify each other party
against   any  and  all  claims,  damages  (including  reasonable
attorney's  fees), and expenses arising out of the first  party's
breach of any of the terms of this Agreement.

      19.   Entire Agreement; Written Amendments Required.   This
Agreement, including the Exhibits attached hereto, the Investment
Agreement, the Common Stock certificates, and the other documents
delivered   pursuant  hereto  constitute  the  full  and   entire
understanding  and agreement between the parties with  regard  to
the subjects hereof and thereof, and no party shall be liable  or
bound  to  any  other  party  in any manner  by  any  warranties,
representations  or  covenants except as specifically  set  forth
herein  or therein.  Except as expressly provided herein, neither
this  Agreement  nor  any  term hereof may  be  amended,  waived,
discharged  or  terminated other than  by  a  written  instrument
signed  by  the  party  against  whom  enforcement  of  any  such
amendment, waiver, discharge or termination is sought.

      IN  WITNESS  WHEREOF, the undersigned  have  executed  this
Agreement as of this 21st day of  July, 2000.

                              DELTA PETROLEUM CORPORATION

                              By: s/Aleron H. Larson, Jr.
                                   Aleron H. Larson, Jr., CEO

                         Address:
                              555 17th Street, Suite 3310
                              Denver, CO 80202
                              Telephone: (303) 293-9133
                              Facsimile: (303) 298-8251

                             SUBSCRIBER:
                             SWARTZ PRIVATE EQUITY, LLC.

                             By:
                             s/Eric S. Swartz
                                Eric S. Swartz, Manager

                         Address:  1080 Holcomb Bridge Road
                                   Bldg. 200, Suite 285
                                   Roswell, GA  30076
                                   Telephone: (770) 640-8130
                                   Facsimile:  (770) 640-7150



                            AGREEMENT

      THIS AGREEMENT (the "Agreement") is entered into as of July
21, 2000, by and among DELTA PETROLEUM CORPORATION, a corporation
duly  organized  and  existing under the laws  of  the  State  of
Colorado   (the  "Company")  and  Swartz  Private   Equity,   LLC
(hereinafter referred to as "Swartz").

                            RECITALS:

      WHEREAS, pursuant to the Company's offering ("Equity Line")
of  up  to  Twenty Million Dollars ($20,000,000),  excluding  any
funds paid upon exercise of the Warrants, of Common Stock of  the
Company  pursuant  to  that  certain  Investment  Agreement  (the
"Investment Agreement") between the Company and Swartz  dated  on
or about July 21, 2000, the Company has agreed to sell and Swartz
has  agreed  to  purchase, from time to time as provided  in  the
Investment Agreement, shares of the Company's Common Stock for  a
maximum  aggregate  offering amount  of  Twenty  Million  Dollars
($20,000,000); and

      WHEREAS, pursuant to the terms of the Investment Agreement,
the  Company  has  agreed, among other things, to  issue  to  the
Subscriber  Commitment  Warrants, as defined  in  the  Investment
Agreement,  to  purchase  a number of  shares  of  Common  Stock,
exercisable  for  five (5) years from their respective  dates  of
issuance.

                             TERMS:

      NOW,  THEREFORE,  in consideration of the mutual  promises,
representations, warranties, covenants and conditions  set  forth
in  Agreement and for other good and valuable consideration,  the
receipt  and  sufficiency  of which is hereby  acknowledged,  the
parties hereto agree as follows:

1.    Issuance  of  Commitment  Warrants.   As  compensation  for
entering  into  the  Equity  Line,  Swartz  received  a   warrant
convertible into 500,000 shares of the Company's Common Stock, in
the   form   attached  hereto  as  Exhibit  A  (the   "Commitment
Warrants").

2.      Issuance of Additional Warrants.     If the Company shall
at any time effect a reverse stock split (i.e. a stock split as a
result of which the shares of Common Stock shall be changed  into
or become exchangeable for a smaller number of shares (a "Reverse
Stock  Split")), and if and only if the Shareholders' Equity  (as
defined below) on the trading day immediately preceding the  date
of  the Reverse Stock split is less than $1 million, then on  the
date   of  such  Reverse  Stock  Split,  and  on  each  one  year
anniversary  (each, an "Anniversary Date") of the  Reverse  Stock
Split  thereafter throughout the term of the Commitment Warrants,
the  Company  shall  issue  to Swartz  additional  warrants  (the
"Additional Warrants"), in the form of Exhibit A, to  purchase  a
number of shares of Common Stock, if necessary, such that the sum
of  the  number of Warrants and the number of Additional Warrants
issued to Swartz shall equal at least 6.2% of the number of fully
diluted   shares  of  Common  Stock  of  the  Company  that   are
outstanding  immediately following the  Reverse  Stock  Split  or
Anniversary  Date, as applicable.  The Additional Warrants  shall
be  exerciseable  at  the same price as the Commitment  Warrants,
shall  have piggyback registration rights and shall have a 5-year
term.  For purposes hereof, "Stockholders' Equity" at a given time
shall have the meaning as set forth in the Company's then current
financial statements.

3.    Opinion  of  Counsel.  Concurrently with the  issuance  and
delivery  of the Commitment Opinion (as defined in the Investment
Agreement) to the Investor, or on the date that is six (6) months
after  the  date  of  this Agreement, whichever  is  sooner,  the
Company  shall  deliver  to the Investor an  Opinion  of  Counsel
(signed  by  the  Company's  independent  counsel)  covering  the
issuance  of the Commitment Warrants and the Additional Warrants,
and  the  issuance and resale of the Common Stock  issuable  upon
exercise of the Warrants and the Additional Warrants.

4.    Governing  Law.  This Agreement shall be  governed  by  and
construed  in  accordance with the laws of the State  of  Georgia
applicable  to agreements made in and wholly to be  performed  in
that  jurisdiction, except for matters arising under the  Act  or
the  Securities  Exchange Act of 1934,  which  matters  shall  be
construed and interpreted in accordance with such laws.

     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of this 21st day of July, 2000.


DELTA PETROLEUM CORPORATION           SUBSCRIBER:
                                      SWARTZ PRIVATE EQUITY, LLC.

By:  s/Aleron H. Larson, Jr.    By:   s/Eric S. Swartz
 Aleron H. Larson, Jr., CEO              Eric S. Swartz, Manager


Delta Petroleum Corporation
555 17th Street, Suite 3310            1080 Holcomb Bridge Road
Denver, CO 80202                       Bldg. 200, Suite 285
Telephone: (303) 293-9133              Roswell, GA  30076
Facsimile:  (303) 298-8251             Telephone: (770) 640-8130
                                       Facsimile:  (770) 640-7150

                   DELTA PETROLEUM CORPORATION

                ESCROW AGREEMENT AND INSTRUCTIONS

     This Escrow Agreement (the "Agreement") dated as of July 21,
2000 is made by and among DELTA PETROLEUM CORPORATION, a Colorado
corporation  ("Company"), Swartz Private Equity, LLC ("Investor")
and FIRST UNION NATIONAL BANK as escrow agent ("Escrow Agent").

                            RECITALS:

      WHEREAS,  the Company wishes, subject to certain conditions
and  limitations,  to  sell to Investor common  stock  issued  by
Company (the "Common Stock") at an aggregate purchase price of up
to Twenty Million Dollars ($20,000,000), excluding Warrants;

     WHEREAS,   as   contemplated  by  that  certain   Investment
Agreement, of even date herewith, by and between the Company  and
the  Investor (the "Investment Agreement") the Company  may  sell
Common  Stock  to Investor upon an exercise of a Put  during  the
thirty   six  (36)  months  following  the  effective  date   the
("Effective  Date") of the Registration Statement required  under
the Investment Agreement;

     WHEREAS,  under the Colorado Business Corporation  Act,  the
Common   Stock  will  not  be  deemed  to  be  fully   paid   and
nonassessable  until the Company receives the  consideration  for
which  its Board of Directors has authorized the issuance of  the
shares;

     WHEREAS,  the  Company and Investor desire to  establish  an
escrow account (the "Escrow Account") with the Escrow Agent  into
which certain monies and Common Stock will be deposited and  held
in  escrow  in connection with a proposed offering of the  Common
Stock; and

     WHEREAS, the Escrow Agent has agreed to act as escrow  agent
on behalf of the Company and Investor on the terms and conditions
set forth in this Agreement.

                             TERMS:

     NOW, THEREFORE, in consideration of the premises the parties
agree as follows:

1.        DEFINED  TERMS.   Unless  otherwise  indicated  herein,
capitalized terms shall have the meanings ascribed to them in the
Investment Agreement.

2.     INVESTMENT AGREEMENT.  Pursuant to the terms of the
Investment Agreement, the Company may initiate Puts of Common
Stock to the Investor at certain times after the Effective Date.
In order to initiate a Put, the Company delivers a Put Notice to
the Investor, along with unlegended stock certificates
representing the Put Shares of Common Stock being Put to the
Investor. During the 20 Business Day Pricing Period following
each Put Notice, the maximum number of shares of Common Stock to
be purchased and the purchase price per share are determined in
accordance with the Investment Agreement.

3.      APPOINTMENT OF ESCROW AGENT.  The Company and Investor
each  appoint the Escrow Agent to act as the escrow agent for the
sale and purchase of the Common Stock contemplated by the
Investment Agreement, on the terms and conditions of this
Agreement. Escrow Agent agrees to act as escrow agent and perform
the functions set forth in this Agreement, subject to all its
terms.

4.     ESCROW AGREEMENT.  The Company hereby agrees to pay the
Escrow Agent for the opening and administration of the Escrow
Account plus incidental expenses for all ordinary services
rendered hereunder (the "Escrow Fee") according to the fee
schedule attached hereto as  Schedule A.  The Escrow Agent shall
be entitled to withhold the Escrow Fee from any funds paid to the
Company pursuant to this Escrow Agreement, or the Escrow Agent
may demand payment of the Escrow Fee from the Company.

5.    DEPOSITS.

     5.1  Company  Deposits.  Under the terms of  the  Investment
Agreement,  from  time  to  time, the Company  will  deliver  Put
Notices  to  the Investor to effect the sale of a number  of  Put
Shares.  The Company shall deliver a copy of each Put  Notice  to
the Escrow Agent by facsimile or as soon as practicable after  it
delivers such Put Notice to the Investor.  For each Put,  at  the
times  specified in the Investment Agreement, the  Company  shall
deposit unlegended and freely tradable shares of Common Stock, in
electronic  form  and  in the name of the Investor  (or  in  such
street  name  as  the  Escrow Agent directs),  under  the  Escrow
Agent's DTC participation number, representing the number of  Put
Shares  specified in the Put Notice for that Put with the  Escrow
Agent.  The Put Shares shall be delivered to the Escrow Agent  in
electronic form through the DTC system. The Company shall  notify
the Escrow Agent of the number of Put Shares being delivered,  by
facsimile, not later than 5:00 PM, New York City time, on the day
that such shares are delivered.

     5.2  Investor  Deposits. Under the terms of  the  Investment
Agreement,  the  Investor is required to deliver  the  Put  Share
Price for a number of Put Shares equal to the Put Share Amount to
the  Escrow Agent within five (5) Business Days of the end of the
applicable Pricing Period.

     Anytime  after  the  Put  Date for  a  particular  Put,  the
Investor may deliver a cash payment toward the Put Dollar  Amount
to the Escrow Agent by certified or bank check, or wire transfer,
for  all  or any portion of the Put Shares specified in  the  Put
Notice  (each  a  "Cash Payment") or may cause a DVP  Tender  (as
defined  below) for all or any portion of such Put  Shares.   All
funds  paid  to the Escrow Agent by the Investor through  a  Cash
Payment  or a DVP Tender shall be placed in a holding account  in
the  Company's  name (the "Company Holding Account")  until  such
funds are released pursuant to the terms hereof.

      For purposes hereof,  "DVP Tender" shall mean a tender by a
broker or other representative of the Investor of the Interim Put
Share Price (as defined below) for all or any portion of the  Put
Shares specified in the Purchase Notice, up to the Interim Volume
Limit,  in  a  Delivery  Versus Payment ("  DVP")  cross-exchange
conditioned  upon  delivery of the  Put  Shares.   Upon  any  DVP
Tender,  the  Escrow Agent shall promptly execute  a  DVP  cross-
exchange and release the applicable number of Put Shares  to  the
Investor  by  placing such shares in the DVP electronic  delivery
system under the Investor's name or such other street name as the
Investor  so directs, in exchange for the funds representing  the
Interim  Put  Share Price per share for such Put Shares.  Payment
for  Put Shares shall be deemed to have been timely made if a DVP
Tender as described above is made on or prior to the Payment  Due
Date.

     For  purposes  hereof, the "Interim Put Share  Price"  shall
mean  the  lesser  of (i) the lowest Closing  Bid  Price  of  the
Company's Common Stock for the portion of the Pricing Period  (as
defined  in the Investment Agreement) beginning on the  Put  Date
and  ending  on  the most recently ended trading day  immediately
preceding  the  date and time in question, or  (ii)  the  Company
Designated  Minimum  Put Share Price, if any,  specified  by  the
Company in the Put Notice.

     For  purposes  hereof,  "Interim Volume  Limit"  shall  mean
portion  of  the Volume Limitations for the applicable  Put  that
have  accrued  up  through the most recently  ended  trading  day
immediately  preceding  the date and time in  question,  provided
that  the  Interim Volume Limit shall never exceed the Individual
Put Limit.

      At  or prior to the close of business of each day that  the
Escrow Agent receives any Cash Payment, DVP Tender or Put Shares,
the  Escrow  Agent shall notify the Company and the  Investor  of
such receipt.

6.    DISBURSEMENT OF SHARES AND FUNDS.

          (a)  Instructions  for Exchange  of  Money  and  Common
Stock.  Escrow Agent shall hold each of the Put Shares  deposited
by  the Company against delivery of the corresponding Interim Put
Share Price by the Investor and shall hold the corresponding  Put
Share Price by such Investors against delivery of the Put Shares,
all in compliance with Section 6(b) below.

          (b)   Conditions for Release of Money and Common Stock.
Assuming the Escrow Agent has received a Put Notice for  a  given
Put, then concurrently with any a Cash Payment or DVP Tender made
by  the Investor, the Escrow Agent shall release a number of  Put
Shares  to the Investor equal to the amount of such Cash  Payment
or  DVP  Tender, divided by the Interim Put Share Price  then  in
effect,  but  such  number of Put Shares  shall  not  exceed  the
applicable Interim Volume Limit.

      For  purposes hereof, "Excess Amounts" shall be  calculated
daily  and  shall mean the amount of cash placed in  the  Company
Account  by the Investor for that Put through Cash Payments,  DVP
Exchanges, or otherwise, less the product obtained when  (i)  the
number  of  Put Shares that have been delivered to  the  Investor
with  respect to that Put is multiplied by the Interim Put  Share
Price  then  in effect.  Anytime that Excess Amounts  exist,  the
Investor,  at its option, may direct the Escrow Agent  to  either
(i)  apply  all  or any portion of such Excess  Amounts  as  Cash
Payments  for additional Put Shares, or (ii) deliver all  or  any
portion of such Excess Amounts to the Investor.

     (c)  Release of Payments to the Company.  Not later than the
close  of  business on the fifth (5th) Business  Day  immediately
following the Pricing Period End Date for the applicable Put, the
Escrow Agent shall release funds from the Company Holding Account
in  an amount equal to the Put Share Price for the Put multiplied
by  the  number  of  Put Shares that have been delivered  to  the
Investor  and  have not been previously paid for (the  "Company's
Vested Funds"), less any Escrow Fees then due, to the Company  by
wire  transfer.   Any Excess Amounts remaining in  the  Company's
Holding  Account  thereafter shall  revert  to  the  Investor  in
accordance with subsection (d) below.     No Put Shares shall  be
released  to the Investor until Payment or a DVP Tender  is  made
for  such  Put  Shares  (in an amount  per  share  equal  to  the
applicable  Put  Share  Price, or Interim  Put  Share  Price,  as
applicable).   Any funds delivered to the Company by  the  Escrow
Agent hereunder shall be applied toward payment of the Put Dollar
Amount for the applicable Put.

          At  the end of each business day in which any shares or
Payment  are received, Escrow Agent Shall provide to the  Company
and  each  Investor a spreadsheet or similar schedule  reflecting
the  Payments, Common Stock received, and a schedule listing  any
moneys   wired  out  by  Escrow  Agent,  if  applicable.   Wiring
instructions for wiring funds to the Company will be provided  to
the  Escrow Agent by the Company. Escrow Agent shall call  Aleron
H.  Larson,  Jr. or other Company designee to confim  receipt  of
Company's wiring instructious at the telephone numbers set  forth
in Section 14.3 below.

          Within three (3) Business Days after the Pricing Period
End  Date,  the Company shall provide notice to the Escrow  Agent
(the  "Put Summary") setting forth the Put Share Amount, the  Put
Share  Price  and  the Put Dollar Amount,  with  a  copy  to  the
Investor.

          (d)   Release  of  Funds to the Investor.   The  Escrow
Agent  shall  release  any Excess Amounts  received  from  or  on
account of the Investor in a DVP cross-exchange, through  a  Cash
Payment,  or  otherwise,  to the Investor  by  wire  transfer  of
immediately  available  funds or as  otherwise  directed  by  the
Investor  as  soon  as possible but no later than  the  close  of
business  on  the sixth (6th) business day following the  Pricing
Period End Date.

     The Escrow Agent shall calculate the interest accrued on the
total  amount  of Payments and DVP Tenders made by the  Investor.
The  Escrow Agent shall release the interest that has accrued  on
each  of  the  Payments  to  the Investor  by  wire  transfer  of
immediately  available  funds as provided  above  in  the  normal
course of business, but no later than six (6) business days after
the Pricing Period End Date.

          (e)    Return   of  Excess  Shares  Upon   Closing   or
Termination  of  Put.   If  the Escrow  Agent  has  not  received
Payments and DVP Tenders totaling the Put Share Price for all Put
Shares  held by the Escrow Agent by the close of business on  the
date  that is five (5) Business Days after the applicable Payment
Due  Date, then the Escrow Agent shall, upon written instructions
from  the Company, return all Put Shares to the Company for which
payment has not been received by  the Escrow Agent.

7.    INVESTMENT OF FUNDS.         All funds received before 2:00
p.m., Atlanta, Georgia  time, on a given day and not disbursed on
the  same  day received shall be deposited by Escrow Agent into a
separate First Union National Bank Money Market account established
for the purpose of this escrow and shall upon clearance earn per diem
interest at a rate provided by the Escrow Agent for such account.

8.    OFFERING  DATE,  ESCROW TERM AND  EARLY  TERMINATION  DATE.
For  the  purpose of this Escrow Agreement, the Escrow  Account's
term   (the "Escrow Term") shall commence on the date hereof  and
shall end on the Termination Date of the Investment Agreement, or
such  earlier date that the Company  and the Investor both agree,
subject  to  the  resignation of the  Escrow  Agent  pursuant  to
Section 13 hereof.

9.    LIABILITY OF ESCROW AGENT.

          (a)  Escrow Agent shall have no liability or obligation
with  respect  to  the  Escrow Funds except  for  Escrow  Agent's
willful  or wanton misconduct or gross negligence. Escrow Agent's
sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms  of
this  Escrow Agreement. Escrow Agent shall have no implied duties
or  obligations and shall not be charged with knowledge or notice
of  any  fact or circumstance not specifically set forth  herein.
Escrow Agent may rely upon any instrument, not only as to its due
execution, validity and effectiveness, but also as to  the  truth
and  accuracy of any information contained therein, which  Escrow
Agent  shall  in good faith believe to be genuine, to  have  been
signed  or presented by the person or parties purporting to  sign
the  same  and  to  conform  to the  provisions  of  this  Escrow
Agreement.  In  no  event  shall  Escrow  Agent  be  liable   for
incidental, indirect, special, consequential or punitive damages.
Escrow  Agent shall not be obligated to take any legal action  or
commence any proceeding in connection with the Escrow Funds,  any
account  in  which  Escrow  Funds  are  deposited,  this   Escrow
Agreement or the Underlying Agreement, or to appear in, prosecute
or  defend any such legal action or proceeding. Escrow Agent  may
consult  legal counsel selected by it in the event of any dispute
or  question  as  to  the construction of any of  the  provisions
hereof or of any other agreement or of its duties hereunder,'  or
relating  to  any dispute involving any party hereto,  and  shall
incur  no  liability  and  shall be fully  indemnified  from  any
liability whatsoever in acting in accordance with the opinion  or
instruction  of such counsel. Company and Investor,  jointly  and
severally,  shall promptly pay, upon demand, the reasonable  fees
and expenses of any such counsel.

          (b)  The  Escrow  Agent  is  authorized,  in  its  sole
discretion,  to comply with orders issued or process  entered  by
any court with respect to the Escrow Funds, without determination
by  the  Escrow Agent of such court's jurisdiction in the matter.
If  any  portion  of  the Escrow Funds is at any  time  attached,
garnished  or levied upon under any court order, or in  case  the
payment, assignment, transfer, conveyance or delivery of any such
property  shall be stayed or enjoined by any court order,  or  in
case  any  order, judgment or decree shall be made or entered  by
any  court affecting such property or any part thereof, then  and
in  any  such event, the Escrow Agent is authorized, in its  sole
discretion,  to rely upon and comply with any such  order,  writ,
judgment  or decree which it is advised by legal counsel selected
by  it  is  binding upon it without the need for appeal or  other
action;  and  if the Escrow Agent complies with any  such  order,
writ,  judgment or decree, it shall not be liable to any  of  the
parties hereto or to any other person or entity by reason of such
compliance  even though such order, writ, judgment or decree  may
be  subsequently  reversed,  modified,  annulled,  set  aside  or
vacated.

10.        FEES AND EXPENSES.  It is understood that the fees and
usual  charges agreed upon for services of the Escrow Agent shall
be  considered compensation for ordinary services as contemplated
by  this  Agreement.  In the event that the  conditions  of  this
Agreement  are not properly fulfilled by a party other  than  the
Escrow   Agent,   or  if  the  Company  requests  a   substantial
modification  of its terms, or if any controversy arises,  or  if
the  Escrow  Agent  is  made a party to, or  intervenes  in,  any
litigation  pertaining to this Agreement or its  subject  matter,
the  Escrow  Agent  shall  be  reasonably  compensated  for  such
extraordinary  services and reimbursed for all reasonable  costs,
attorneys' fees,  including allocating costs of in-house counsel,
and  expenses  occasioned by such default, delay, controversy  or
litigation. The Company promises to pay these sums upon demand.

11.    INDEMNIFICATION OF ESCROW AGENT.  From and  at  all  times
after  the  date  of this Escrow Agreement, the Company  and  the
Investor,  jointly  and  severally (the  "Indemnifying  Parties")
shall,  to the fullest extent permitted by law and to the  extent
provided  herein,  indemnify and hold harmless Escrow  Agent  and
each  director, officer, employee, attorney, agent and  affiliate
of Escrow Agent (collectively, the "Indemnified Parties") against
any  and  all  actions, claims (whether or  not  valid),  losses,
damages,  liabilities, costs and expenses of any kind  or  nature
whatsoever  (including  without limitation reasonable  attorneys'
fees, costs and expenses) incurred by or asserted against any  of
the  Indemnified Parties from and after the date hereof,  whether
direct, indirect or consequential, as a result of or arising from
or  in  any  way relating to any claim, demand, suit,  action  or
proceeding  (including  any  inquiry  or  investigation)  by  any
person, including without limitation the Company or the Investor,
whether threatened or initiated, asserting a claim for any  legal
or  equitable  remedy  against any person under  any  statute  or
regulation, including, but not limited to, any federal  or  state
arising  from  securities  laws,  or  under  any  common  law  or
equitable  cause  or  otherwise,  or  in  connection   with   the
negotiation,  preparation, execution, performance or  failure  of
performance   of  this  Escrow  Agreement  or  any   transactions
contemplated herein, whether or not any such Indemnified Party is
a party to any such action, proceeding, suit or the target of any
such  inquiry  or  investigation;  provided,  however,  that   no
Indemnified   Party  shall  have  the  right  to  be  indemnified
hereunder  for  any liability finally determined by  a  court  of
competent  jurisdiction, subject to no further  appeal,  to  have
resulted  solely from the gross negligence or willful  misconduct
of  such Indemnified Party. If any such action or claim shall  be
brought   or   asserted  against  any  Indemnified  Party,   such
Indemnified Party shall promptly notify the Indemnifying Parties,
in writing, and the Indemnifying Parties shall assume the defense
thereof,  including the employment of counsel and the payment  of
all   expenses.  Such  Indemnified  Party  shaH,  in   its   sole
discretion, have the right to employ separate counsel (who may be
selected by such Indemnified Party in its sole discretion) in any
such  action and to participate in the defense thereof,  and  the
fees  and  expenses  of  such  counsel  shall  be  paid  by  such
Indemnified Party, except that the Indemnifying Parties shall  be
required  to  pay such fees and expenses if (a) the  Indemnifying
Parties  agrees  to  pay  such fees  and  expenses,  or  (b)  the
Indemnifying  Parties shall fail to assume the  defense  of  such
action  or  proceeding or shall fail, in the sole  discretion  of
such  Indemnified  Party, to employ counsel satisfactory  to  the
Indemnified  Party  in  any such action or  proceeding,  (c)  the
Indemnifying  Parties are the plaintiff in  any  such  action  or
proceeding  or  (d) the named or potential parties  to  any  such
action   or   proceeding  (including  any  potentially  impleaded
parties)  include  both Indemnified Party  and  the  Indemnifying
Parties, and Indemnified Party shall have been advised by counsel
that  there  may  be one or more legal defenses available  to  it
which are different from or additional to those available to  the
Indemnifying Parties. The Indemnifying Parties shall be liable to
pay  fees  and  expenses  of counsel pursuant  to  the  preceding
sentence, except that ar obligation to pay under clause (a) shall
apply  only to the party, so agreeing. All such fees and expenses
payable  by  the Indemnifying Parties pursuant to  the  foregoing
sentence  shall  be paid from time to time as incurred,  both  in
advance  of  and  after the final disposition of such  action  or
claim.  All of the foregoing losses, damages, costs and  expenses
of  the  Indemnified Parties shall be payable by the Indemnifying
Parties,  to the extent of the Escrow Funds upon demand  by  such
Indemnified  Party.  Upon exhaustion of  the  Escrow  Funds,  the
indemnification  obligations  of Indemnifying  Parties  hereunder
shall be by the Indemnifying Parties, jointly and severally.  The
obligations  of  the Indemnifying Parties under this  Section  11
shall  survive any termination of this Escrow Agreement, and  the
resignation  or  removal of Escrow Agent shall be independent  of
any obligation of the Escrow Agent.

          The  parties  agree  that neither the  payment  by  the
Indemnifying   Parties  of  any  claim  by   Escrow   Agent   for
indemnification hereunder nor the disbursement of any amounts  to
Escrow  Agent  from the Escrow Funds in respect  of  a  claim  by
Escrow  gent  tor  maemmncauon snail  unpar,  limit,  modify,  or
affect,  as  between the Company and the Investor, the respective
rights  and  obligations of Company, on the  one  hand,  and  the
Investor, on the other hand, under the Investment Agreement.

12.    TERMINATION.   This  Agreement shall  terminate  upon  the
expiration of the Escrow Term, without any notices to any person,
unless earlier terminated pursuant to terms hereof.

13.        RESIGNATION  OF ESCROW AGENT.  The  Escrow  Agent  may
resign  at  any  time upon giving at least ten  (10)  days  prior
written  notice to the parties provided,  however, that  no  such
resignation  shall become effective until the  appointment  of  a
uccessor  escrow agent that agrees to the terms of this Agreement
which  shall  be accomplished as follows: the parties  shall  use
their  best effort to obtain a successor escrow agent within  ten
(10)  days  after  receiving such notice.  The  successor  escrow
wthoent  shall  execute and deliver an instrument accepting  such
appointment and it shall without further acts, be vested with all
the  estates,  properties,  rights, powers,  and  duties  of  the
predecessor escrow agent as if originally named as escrow  agent.
The  Escrow Agent shall thereupon be discharged from any  further
duties and liability under this Agreement.

14.   MISCELLANEOUS.

     14.1  Governing  Laws.   This Agreement is  created  by  and
shall  be  construed under the applicable laws of  the  State  of
Georgia  except  for  matters arising  under  the  United  States
Securities  Act  of 1933, as amended (the "Act"),  which  matters
shall be construed and interpreted in accordance with such laws.

     14.2 Counterparts. This Agreement may be executed in two (2)
or  more counterparts, each of which shall be deemed an original,
but  all  of  which together shall constitute one  and  the  same
instrument.

     14.3 Notices.

               As to the Company:

                    Attention: Aleron H. Larson, Jr., CEO
                    Delta Petroleum Corporation
                    555 17th Street, Suite 3310
                    Denver, Colorado  80202
                    Telephone: (303) 293-9133
                    Facsimile:  (303) 298-8251


                    As to the Escrow Agent:

                    Attn: Sabrina Fuller
                    First Union National Bank, Corporate Trust Dept.
                    999 Peachtree Street N.E., Suite 1100
                    Atlanta, GA 30309
                    Telephone: (404) 827-7335
                    Facsimile:  (404) 827-7305

                    Escrow Agent's Wire Instructions:

                    Attn: Sabrina Fuller
                    First Union National Bank
                    ABA# 0053000219
                    DDA# 5000000016439
                    Ref: 3072001504/Delta Petro 2000
                    Telephone: (404) 827-7335
                    Facsimile:  (404) 827-7305
                    Attn: Sabrina Fuller CT-897

               As to the Investor:

                    Attn: Eric Swartz
                    200 Roswell Summit, Suite 285
                    1080 Holcomb Bridge Road
                    Roswell, CiA 30076
                    Telephone: (770) 640-8130
                    Facsimile:  (770) 640-7150

     14.4  Entire Agreement. This Agreement represents the entire
agreement of the parties with respect to the Escrow Account  with
Escrow  Agent  and  Escrow  Agent  is  not  bound  by  any  other
agreements that may exist between each Investor and the Company.

      14.5 Authorization for Amendments. This Agreement shall not
be  amended except pursuant to instructions in writing signed  by
all  parties hereto. Escrow Agent shall be authorized to  act  on
instructions  or amendments to this Agreement that  are  signedby
the  individual indicated below on the signature page in the case
of the Investor and Aleron H. Larson, Jr., CEO in the case of the
Company, or (b) signed by a representative of Company or Investor
who has been duly authorized and notice of such authorization has
been   provided  to  Escrow  Agent,  signed  by  the  signatories
specified   in    (a)   above,   as  applicable.   Such   written
authorization  and  notice, signed by  the  appropriate  officer,
shall  constitute sufficient authorization and notice for  Escrow
Agent  to act upon, and Escrow Agent shall be authorized to honor
instructions   or   amendments   signed   by   such    authorized
representatives.

          IN  WITNESS WHEREOF, the undersigned have executed this
Escrow Agreement as of this 21st day of July, 2000.

COMPANY:                         ESCROW AGENT:
DELTA PETROLEUM CORPORATION      FIRST UNION NATIONAL BANK


By:
s/Aleron H. Larson, Jr.             By: s/Sabrina Fuller
Aleron  H.  Larson, Jr., CEO         Print Name:
                                     Sabrina Fuller
                                     Title:
                                     Assistant Vice President

INVESTOR:
SWARTZ PRIVATE EQUITY, LLC


By:
s/Eric S. Swartz
 Eric S. Swartz, Manager


                         SCHEDULE A

                  FEES PAYABLE TO ESCROW AGENT


Acceptance Fee:                              $     500.00

Annual Escrow Agent Fee:                     $   2,500.00

Attorney's   Escrow   Fee:                   $     500.00
(approximate)

Tramaction charges:
     PUTS                                     $   100.00
     Disbursement  of  funds                  $    25.00
     per outgoing wire transfer

Acceptance  of  the  Appointment  is  subject  to  terms  of  the
transaction and document provisions being satisfactory  to  First
Union National Bank.

The  Acceptance  Fee  is  payable upon execution  of  the  escrow
documents.   The  first  Annual  Escrow  Fee  is   payable   upon
effectiveness  of  a Registration Statement, as  defined  in  the
Registration  Rights Agreement. In the event the  escrow  is  not
funded, the Acceptance Fee and all related expenses will  not  be
refunded. Annual fees cover a full year in advance, or  any  part
thereof, and thus are not pro-rated in the year of termination.

All  out-of-pocket  expenses,  including,  but  not  limited  to,
attorney  fees and expenses, accountant fees and expenses,  legal
notice   publication,  environmental  surveys,  travel  expenses,
postage,  regrstered mail and insurance costs,  courier  charges,
will be billed separately.

The  fees  quoted  in this schedule apply to services  ordinarily
rendered  in  the  administration of an Escrow  Account  and  are
subject  to  reasonable  adjustment  based  on  final  review  of
documents, or when the Agent is called upon to undertake  unusual
duties or responsibilities, or as changes in law, procedures,  or
the  cost of doing business demand. Services in addition  to  and
not  contemplated in this Agreement, including, but  not  limited
to,  document amendments and revisions, non-standard cash  and/or
investment  transactions, calculations, notices and reports,  and
legal fees, will be billed as extraordinary expenses.

Unless  otherwise  indicated, the  above  fees  provide  for  the
establishment of one account. Additional sub-accounts governed by
the same Escrow Agreement may incur an additional charge.



                  ACKNOWLEDGEMENT AND AGREEMENT

      With respect to the Investment Agreement entered into as of
July  21,  2000,  by  and  among Delta Petroleum  Corporation,  a
corporation duly incorporated and existing under the laws of  the
State of Colorado (the "Company") and Swartz Private Equity,  LLC
(hereinafter referred to as "Swartz"), the Company hereby  agrees
and acknowledges the following:

     The  Company acknowledges that the Investor may sell the Put
     Shares  any time, and from time to time, after the Put  Date
     for  such  shares, and that such sales may  occur  during  a
     Pricing Period or Pricing Periods and may have the effect of
     reducing the Purchase Price.

      Furthermore,  the  Company agrees to present  the  proposed
final registration statement to be filed pursuant to the terms of
the  Registration  Rights Agreement entered into  in  conjunction
with  the Investment Agreement to Swartz for its review at  least
five (5) business days prior to the proposed filing date, and  to
obtain  Swartz's  final  comments to the  registration  statement
before filing it with the SEC.

      IN  WITNESS  WHEREOF, the undersigned  have  executed  this
Agreement as of this 21st day of July, 2000.

                                   DELTA PETROLEUM CORPORATION
                                   By:
                                    s/Aleron H. Larson, Jr.
                                    Aleron H. Larson,  Jr., CEO

                         Address:  Delta Petroleum Corporation
                                   555 17th Street, Suite 3310
                                   Denver, CO  80202
                                   Telephone (303) 293-9133
                                   Facsimile   (303) 298-8251


SWARTZ PRIVATE EQUITY, LLC.

By:
s/Eric S. Swartz
Eric  S. Swartz, Manager


                         Address:  1080 Holcomb Bridge Road
                                   Bldg. 200, Suite 285
                                   Roswell, GA  30076
                                   Telephone: (770) 640-8130
                                   Facsimile:  (770) 640-7150


THIS  WARRANT  AND  THE  SECURITIES ISSUABLE  UPON  EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT  OF
1933,  AS  AMENDED  (THE "SECURITIES  ACT"),  OR  ANY  STATE
SECURITIES  LAW, AND MAY NOT BE SOLD, TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE DISPOSED OF OR EXERCISED  UNLESS
(i)  A  REGISTRATION STATEMENT UNDER THE SECURITIES ACT  AND
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE
WITH  REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION
UNDER  THE  SECURITIES ACT AND APPLICABLE  STATE  SECURITIES
LAWS  IS  AVAILABLE IN CONNECTION WITH SUCH OFFER,  SALE  OR
TRANSFER.

AN  INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK.   HOLDERS  MUST  RELY ON THEIR  OWN  ANALYSIS  OF  THE
INVESTMENT  AND ASSESSMENT OF THE RISKS INVOLVED.   SEE  THE
RISK   FACTORS  SET  FORTH  UNDER  THAT  CERTAIN  INVESTMENT
AGREEMENT  BY AND BETWEEN THE COMPANY AND HOLDER  REFERENCED
THEREIN AS EXHIBIT J.


Warrant to Purchase "N" shares                      Warrant Number____

              Warrant to Purchase Common Stock
                             of
                 DELTA PETROLEUM CORPORATION

      THIS CERTIFIES that Swartz Private Equity, LLC or  any
subsequent  holder  hereof  ("Holder"),  has  the  right  to
purchase   from  Delta  Petroleum  Corporation,  a  Colorado
corporation  (the  "Company"), up  to  "N"  fully  paid  and
nonassessable shares, wherein "N" is defined below,  of  the
Company's  common stock, $0.01 par value per share  ("Common
Stock"),  subject  to adjustment as provided  herein,  at  a
price  equal to the Exercise Price as defined in  Section  3
below,  at  any  time  beginning on  the  Date  of  Issuance
(defined below) and ending at 5:00 p.m., New York, New  York
time  the  date  that is five (5) years after  the  Date  of
Issuance  (the  "Exercise  Period");  provided,  that,  with
respect  to  each  "Put," as that term is  defined  in  that
certain Investment Agreement (the "Investment Agreement") by
and  between  the initial Holder and Company,  dated  on  or
about  July 21, 2000, "N" shall equal Fifteen percent  (15%)
of  the  number of shares of Common Stock purchased  by  the
Holder in that Put.

      Holder  agrees with the Company that this  Warrant  to
Purchase  Common  Stock of the Company (this  "Warrant")  is
issued and all rights hereunder shall be held subject to all
of  the  conditions,  limitations and provisions  set  forth
herein.

     1.   Date of Issuance and Term.

       This  Warrant  shall  be  deemed  to  be  issued   on
_____________,  ______ ("Date of Issuance").   The  term  of
this Warrant is five (5) years from the Date of Issuance.

     Notwithstanding  anything to the contrary  herein,  the
Holder  shall not exercise this warrant if and to the extent
that  the  number of shares of Common Stock to be issued  to
Holder  upon  such  exercise, when added to  the  number  of
shares  of  Common Stock, if any, that the Holder  otherwise
beneficially owns at the time of such exercise, would  equal
or exceed 4.99% of the number of shares of Common Stock then
outstanding, as determined in accordance with Section  13(d)
of  the  Exchange Act (the "4.99% Limitation").   The  4.99%
Limitation shall be conclusively satisfied if the applicable
Exercise  Notice  includes a signed  representation  by  the
Holder  that  the  issuance of the shares in  such  Exercise
Notice  will  not  violate  the 4.99%  Limitation,  and  the
Company   shall  not  be  entitled  to  require   additional
documentation of such satisfaction.

     2.   Exercise.

      (a)  Manner of Exercise.  During the Exercise  Period,
this Warrant may be exercised as to all or any lesser number
of  full shares of Common Stock covered hereby (the "Warrant
Shares")  upon surrender of this Warrant, with the  Exercise
Form attached hereto as Exhibit A (the "Exercise Form") duly
completed  and  executed, together with  the  full  Exercise
Price  (as defined below) for each share of Common Stock  as
to  which  this Warrant is exercised, at the office  of  the
Company, Attention: Aleron H. Larson, Jr., 555 17th  Street,
Suite  3310,  Denver,  CO  80202; Telephone:(303)  293-9133,
Facsimile:(303) 298-8251, or at such other office or  agency
as  the Company may designate in writing, by overnight mail,
with  an  advance  copy of the Exercise  Form  sent  to  the
Company  and its Transfer Agent by facsimile (such surrender
and  payment  of the Exercise Price hereinafter  called  the
"Exercise of this Warrant").

      (b)  Date of Exercise.  The "Date of Exercise" of  the
Warrant  shall be defined as the date that the advance  copy
of  the  completed and executed Exercise  Form  is  sent  by
facsimile to the Company, provided that the original Warrant
and  Exercise Form are received by the Company  as  soon  as
practicable thereafter.  Alternatively, the Date of Exercise
shall  be defined as the date the original Exercise Form  is
received  by  the  Company, if Holder has not  sent  advance
notice  by facsimile.  The Company shall not be required  to
deliver  the shares of Common Stock to the Holder until  the
requirements of Section 2(a) above are satisfied.

     (c)  Delivery of Shares of Common Stock Upon  Exercise.
Upon  any  exercise  of  this  Warrant,  the  Company  shall
deliver,  or  shall cause its transfer agent to  deliver,  a
stock certificate or certificates representing the number of
shares   of  Common  Stock  into  which  this  Warrant   was
exercised,  within three (3) trading days  of  the  Date  of
Exercise (as defined above).  Such stock certificates  shall
not  contain a legend restricting transfer if a registration
statement covering the resale of such shares of Common Stock
is  in effect at the time of such exercise or if such shares
of Common Stock may be resold pursuant to Rule 144 under the
Securities  Act of 1933.  If the Company has  not  delivered
stock  certificates  representing the  requisite  number  of
shares  of Common Stock (unlegended, if so required per  the
above)  within  three  (3)  trading  days  of  the  Date  of
Exercise,  the  Company shall pay to the  Holder  liquidated
damages   equal   to  $1,000  per  day  until   such   share
certificates (unlegended, if so required per the above)  are
received by the Holder.

      (d)  Cancellation of Warrant.  This Warrant  shall  be
canceled upon the Exercise of this Warrant, and, as soon  as
practical  after  the  Date  of Exercise,  Holder  shall  be
entitled  to receive Common Stock for the number  of  shares
purchased  upon such Exercise of this Warrant, and  if  this
Warrant  is not exercised in full, Holder shall be  entitled
to receive a new Warrant (containing terms identical to this
Warrant)  representing  any  unexercised  portion  of   this
Warrant in addition to such Common Stock.

      (e)  Holder of Record.  Each person in whose name  any
Warrant for shares of Common Stock is issued shall, for  all
purposes,  be  deemed to be the Holder  of  record  of  such
shares on the Date of Exercise of this Warrant, irrespective
of  the date of delivery of the Common Stock purchased  upon
the Exercise of this Warrant.  Nothing in this Warrant shall
be  construed  as  conferring upon Holder any  rights  as  a
stockholder of the Company.

     3.   Payment of Warrant Exercise Price.

      The Exercise Price ("Exercise Price"), shall initially
equal  $Y  per  share, where "Y" shall equal  110%  of   the
Market Price for the applicable Put (as both are defined  in
the Investment Agreement).

      Payment of the Exercise Price may be made by either of
the following, or a combination thereof, at the election  of
Holder:

      (i)   Cash Exercise: cash, bank or cashiers  check  or
wire transfer; or

      (ii)  Cashless Exercise:  subject to the last sentence
of  this  Section  3,  surrender  of  this  Warrant  at  the
principal  office  of the Company together  with  notice  of
cashless  election, in which event the Company  shall  issue
Holder a number of shares of Common
Stock computed using the following formula:

                         X = Y (A-B)/A

where:     X  = the number of shares of Common Stock  to  be
issued to Holder.

     Y = the number of shares of Common Stock for which this
Warrant is being    exercised.

          A  =  the Market Price of one (1) share of  Common
          Stock  (for  purposes of this Section  3(ii),  the
          "Market  Price"  shall be defined as  the  average
          Closing Price of the Common Stock for the five (5)
          trading days prior to the Date of Exercise of this
          Warrant (the "Average Closing Price"), as reported
          by the O.T.C. Bulletin Board, National Association
          of  Securities Dealers Automated Quotation  System
          ("Nasdaq")  Small  Cap Market, or  if  the  Common
          Stock  is  not  traded  on the  Nasdaq  Small  Cap
          Market,  the  Average Closing Price in  any  other
          over-the-counter market; provided,  however,  that
          if the Common Stock is listed on a stock exchange,
          the  Market  Price  shall be the  Average  Closing
          Price  on  such exchange for the five (5)  trading
          days  prior  to  the  date  of  exercise  of   the
          Warrants.   If the Common Stock is/was not  traded
          during the five (5) trading days prior to the Date
          of  Exercise, then the closing price for the  last
          publicly  traded  day shall be deemed  to  be  the
          closing price for any and all (if applicable) days
          during such five (5) trading day period.

          B = the Exercise Price.

      For  purposes  of Rule 144 and sub-section  (d)(3)(ii)
thereof,  it  is intended, understood and acknowledged  that
the Common Stock issuable upon exercise of this Warrant in a
cashless  exercise transaction shall be deemed to have  been
acquired at the time this Warrant was issued.  Moreover,  it
is  intended, understood and acknowledged that  the  holding
period  for the Common Stock issuable upon exercise of  this
Warrant  in a cashless exercise transaction shall be  deemed
to have commenced on the date this Warrant was issued.

      Notwithstanding  anything to  the  contrary  contained
herein,  this  Warrant may not be exercised  in  a  cashless
exercise transaction if, on the Date of Exercise, the shares
of  Common Stock to be issued upon exercise of this  Warrant
would  upon such issuance be then registered pursuant to  an
effective  registration  statement filed  pursuant  to  that
certain Registration Rights Agreement dated on or about July
21, 2000 by and among the Company and certain investors,  or
otherwise be registered under the Securities Act of 1933, as
amended.

     4.   Transfer and Registration.

      (a)  Transfer  Rights.  Subject to the  provisions  of
Section  8  of this Warrant, this Warrant may be transferred
on  the books of the Company, in whole or in part, in person
or  by  attorney,  upon surrender of this  Warrant  properly
completed and endorsed.  This Warrant shall be canceled upon
such  surrender and, as soon as practicable thereafter,  the
person  to  whom such transfer is made shall be entitled  to
receive a new Warrant or Warrants as to the portion of  this
Warrant transferred, and Holder shall be entitled to receive
a new Warrant as to the portion hereof retained.

      (b) Registrable Securities.  The Common Stock issuable
upon  the  exercise of this Warrant constitutes "Registrable
Securities" under that certain Registration Rights Agreement
dated  on  or  about July 21, 2000 between the  Company  and
certain investors and, accordingly, has the benefit  of  the
registration rights pursuant to that agreement.

     5.   Anti-Dilution Adjustments.

      (a)  Stock Dividend.  If the Company shall at any time
declare  a dividend payable in shares of Common Stock,  then
Holder, upon Exercise of this Warrant after the record  date
for the determination of holders of Common Stock entitled to
receive  such  dividend, shall be entitled to  receive  upon
Exercise  of  this  Warrant, in addition to  the  number  of
shares  of  Common  Stock  as  to  which  this  Warrant   is
exercised,  such additional shares of Common Stock  as  such
Holder  would have received had this Warrant been  exercised
immediately prior to such record date and the Exercise Price
will be proportionately adjusted.

      (b)   Recapitalization  or Reclassification.   If  the
Company   shall  at  any  time  effect  a  recapitalization,
reclassification  or  other  similar  transaction  of   such
character  that the shares of Common Stock shall be  changed
into  or become exchangeable for a larger or smaller  number
of  shares, then upon the effective date thereof, the number
of  shares of Common Stock which Holder shall be entitled to
purchase upon Exercise of this Warrant shall be increased or
decreased, as the case may be, in direct proportion  to  the
increase or decrease in the number of shares of Common Stock
by  reason  of  such  recapitalization, reclassification  or
similar transaction, and the Exercise Price shall be, in the
case  of an increase in the number of shares, proportionally
decreased  and,  in the case of decrease in  the  number  of
shares,  proportionally increased.  The Company  shall  give
Holder  the  same  notice it provides to holders  of  Common
Stock of any transaction described in this Section 5(b).

      (c)   Distributions.  If the Company shall at any time
distribute  for no consideration to holders of Common  Stock
cash,  evidences  of  indebtedness or  other  securities  or
assets  (other than cash dividends or distributions  payable
out  of  earned  surplus or net profits for the  current  or
preceding  years) then, in any such case,  Holder  shall  be
entitled  to  receive, upon Exercise of this  Warrant,  with
respect  to  each share of Common Stock issuable  upon  such
exercise, the amount of cash or evidences of indebtedness or
other  securities  or assets which Holder  would  have  been
entitled  to  receive with respect to  each  such  share  of
Common Stock as a result of the happening of such event  had
this  Warrant been exercised immediately prior to the record
date  or  other date fixing shareholders to be  affected  by
such  event (the "Determination Date") or, in lieu  thereof,
if the Board of Directors of the Company should so determine
at  the time of such distribution, a reduced Exercise  Price
determined  by  multiplying  the  Exercise  Price   on   the
Determination Date by a fraction, the numerator of which  is
the  result of such Exercise Price reduced by the  value  of
such  distribution applicable to one share of  Common  Stock
(such  value  to be determined by the Board of Directors  of
the  Company in its discretion) and the denominator of which
is such Exercise Price.

      (d)   Notice of Consolidation or Merger.  In the event
of    a   merger,   consolidation,   exchange   of   shares,
recapitalization, reorganization, or other similar event, as
a  result  of which shares of Common Stock shall be  changed
into the same or a different number of shares of the same or
another  class  or classes of stock or securities  or  other
assets  of the Company or another entity or there is a  sale
of   all  or  substantially  all  the  Company's  assets  (a
"Corporate Change"), then this Warrant shall be exerciseable
into  such  class and type of securities or other assets  as
Holder would have received had Holder exercised this Warrant
immediately  prior  to  such  Corporate  Change;   provided,
however,  that  Company may not affect any Corporate  Change
unless  it  first  shall have given ten (10)  business  days
notice to Holder hereof of any Corporate Change.

     (e)  Exercise Price Adjusted.  As used in this Warrant,
the  term "Exercise Price" shall mean the purchase price per
share  specified  in  Section 3 of this Warrant,  until  the
occurrence  of an event stated in subsection (a),  (b),  (c)
(d)  of this Section 5, and thereafter shall mean said price
as  adjusted  from  time  to time  in  accordance  with  the
provisions  of this Warrant.  No such adjustment under  this
Section 5 shall be made unless such adjustment would  change
the  Exercise  Price at the time by $.01 or more;  provided,
however,  that all adjustments not so made shall be deferred
and  made  when  the  aggregate  thereof  would  change  the
Exercise  Price at the time by $.01 or more.  No  adjustment
made  pursuant to any provision of this Section 5 shall have
the  net effect of increasing the Exercise Price in relation
to the split adjusted and distribution adjusted price of the
Common  Stock.  The number of shares of Common Stock subject
hereto shall increase proportionately with each decrease  in
the Exercise Price.

      (f)   Adjustments:  Additional Shares,  Securities  or
Assets.   In the event that at any time, as a result  of  an
adjustment  made pursuant to this Section 5,  Holder  shall,
upon  Exercise of this Warrant, become entitled  to  receive
shares  and/or other securities or assets (other than Common
Stock) then, wherever appropriate, all references herein  to
shares  of  Common Stock shall be deemed  to  refer  to  and
include  such shares and/or other securities or assets;  and
thereafter the number of such shares and/or other securities
or  assets shall be subject to adjustment from time to  time
in   a  manner  and  upon  terms  as  nearly  equivalent  as
practicable to the provisions of this Section 5.

     6.   Fractional Interests.

            No   fractional  shares  or  scrip  representing
fractional  shares shall be issuable upon  the  Exercise  of
this  Warrant, but on Exercise of this Warrant,  Holder  may
purchase only a whole number of shares of Common Stock.  If,
on  Exercise of this Warrant, Holder would be entitled to  a
fractional  share of Common Stock or a right  to  acquire  a
fractional  share  of  Common Stock, such  fractional  share
shall  be  disregarded and the number of  shares  of  Common
Stock issuable upon exercise shall be the next higher number
of shares.

     7.   Reservation of Shares.

           The  Company  shall  at  all  times  reserve  for
issuance  such number of authorized and unissued  shares  of
Common  Stock (or other securities substituted  therefor  as
herein  above  provided)  as shall  be  sufficient  for  the
Exercise of this Warrant and payment of the Exercise  Price.
The  Company covenants and agrees that upon the Exercise  of
this  Warrant  and  the  receipt  by  the  Company  of   the
consideration  therefore  (whether  by  virtue  of  a   cash
exercise or a cashless exercise), all shares of Common Stock
issuable  upon  such  exercise shall  be  duly  and  validly
issued,  fully  paid,  nonassessable  and  not  subject   to
preemptive rights, rights of first refusal or similar rights
of any person or entity.


     8.   Restrictions on Transfer.

           (a)  Registration  or Exemption  Required.   This
Warrant  has  been issued in a transaction exempt  from  the
registration requirements of the Act by virtue of Regulation
D  and exempt from state registration under applicable state
laws.  The  Warrant and the Common Stock issuable  upon  the
Exercise  of  this Warrant may not be pledged,  transferred,
sold   or   assigned  except  pursuant   to   an   effective
registration  statement or an exemption to the  registration
requirements of the Act and applicable state laws.

          (b) Assignment.  If Holder can provide the Company
with reasonably satisfactory evidence that the conditions of
(a)  above  regarding  registration or exemption  have  been
satisfied,  Holder  may sell, transfer,  assign,  pledge  or
otherwise  dispose  of this Warrant, in whole  or  in  part.
Holder   shall   deliver  a  written  notice   to   Company,
substantially in the form of the Assignment attached  hereto
as  Exhibit B, indicating the person or persons to whom  the
Warrant  shall  be  assigned and the  respective  number  of
warrants  to  be assigned to each assignee.  If the  Company
reasonably  agrees that the evidence provided by  Holder  is
reasonably  satisfactory,  the  Company  shall  effect   the
assignment  within ten (10) days, and shall deliver  to  the
assignee(s)  designated by Holder a Warrant or  Warrants  of
like tenor and terms for the appropriate number of shares.

     9.   Benefits of this Warrant.

           Nothing  in  this Warrant shall be  construed  to
confer upon any person other than the Company and Holder any
legal or equitable right, remedy or claim under this Warrant
and this Warrant shall be for the sole and exclusive benefit
of the Company and Holder.

     10.  Applicable Law.

           This  Warrant is issued under and shall  for  all
purposes be governed by and construed in accordance with the
laws  of  the  state of Georgia, without  giving  effect  to
conflict of law provisions thereof.

     11.  Loss of Warrant.

           Upon  receipt by the Company of evidence  of  the
loss, theft, destruction or mutilation of this Warrant,  and
(in the case of loss, theft or destruction) of indemnity  or
security  reasonably satisfactory to the Company,  and  upon
surrender  and  cancellation of this Warrant, if  mutilated,
the  Company shall execute and deliver a new Warrant of like
tenor and date.

     12.  Notice or Demands.

Notices  or demands pursuant to this Warrant to be given  or
made  by  Holder to or on the Company shall be  sufficiently
given  or  made  if  sent by certified or  registered  mail,
return  receipt  requested, postage prepaid, and  addressed,
until  another  address  is designated  in  writing  by  the
Company,  to  the address set forth in Section  2(a)  above.
Notices  or demands pursuant to this Warrant to be given  or
made  by  the  Company to or on Holder shall be sufficiently
given  or  made  if  sent by certified or  registered  mail,
return receipt requested, postage prepaid, and addressed, to
the  address  of Holder set forth in the Company's  records,
until another address is designated in writing by Holder.


      IN  WITNESS WHEREOF, the undersigned has executed this
Warrant as of the ______ day of _______, 200_.




                         DELTA PETROLEUM CORPORATION

                    By:  ________________________________
                             Aleron H. Larson, Jr., CEO

                          EXHIBIT A

                  EXERCISE FORM FOR WARRANT

              TO:  DELTA PETROLEUM CORPORATION

      The undersigned hereby irrevocably exercises the right
to  purchase ____________ of the shares of Common Stock (the
"Common  Stock") of Delta Petroleum Corporation, a  Colorado
corporation  (the  "Company"),  evidenced  by  the  attached
warrant (the "Warrant"), and herewith makes payment  of  the
exercise price with respect to such shares in full,  all  in
accordance  with  the  conditions  and  provisions  of  said
Warrant.

1.  The  undersigned agrees not to offer, sell, transfer  or
otherwise  dispose  of any of the Common Stock  obtained  on
exercise  of  the  Warrant, except in  accordance  with  the
provisions of Section 8(a) of the Warrant.

2.   The  undersigned requests that stock  certificates  for
such  shares  be issued free of any restrictive  legend,  if
appropriate,  and  a  warrant representing  any  unexercised
portion  hereof  be issued, pursuant to the Warrant  in  the
name of the undersigned and delivered to the undersigned  at
the address set forth below:

Dated:

________________________________________
     Signature


________________________________________
    Print Name


_______________________________________
   Address

_______________________________________

NOTICE

The signature to the foregoing Exercise Form must correspond
to the name as written upon the face of the attached Warrant
in  every  particular, without alteration or enlargement  or
any change whatsoever.
____________________________________________________________



                          EXHIBIT B

                         ASSIGNMENT

          (To be executed by the registered holder
              desiring to transfer the Warrant)

FOR  VALUE RECEIVED, the undersigned holder of the  attached
warrant  (the "Warrant") hereby sells, assigns and transfers
unto the person or persons below named the right to purchase
____________________  shares of the Common  Stock  of  DELTA
PETROLEUM CORPORATION, evidenced by the attached Warrant and
does    hereby    irrevocably   constitute    and    appoint
_______________________  attorney  to  transfer   the   said
Warrant  on  the books of the Company, with  full  power  of
substitution in the premises.

Dated: _________

______________________________
   Signature


Fill in for new registration of Warrant:

___________________________________
          Name

___________________________________
          Address

___________________________________
Please print name and address of assignee
(including zip code number)

____________________________________________________________


NOTICE

The signature to the foregoing Assignment must correspond to
the name as written upon the face of the attached Warrant in
every  particular, without alteration or enlargement or  any
change whatsoever.
____________________________________________________________
                  EXHBIT T

                        July 21, 2000


Attn: Sally Rogers/Carolyn Bell
     Corporate Stock Transfer, Inc.
     3200 Cherry Creek Drive, Suite 430
     Denver, CO  80209
     Telephone: (303) 282-4800
     Facsimile:  (303) 282-5800

Dear Sally Rogers/Carolyn Bell:

      Reference is made to that certain Investment Agreement
(the  "Investment Agreement") Registration Rights  Agreement
and  Escrow Agreement, each dated on or about July 21, 2000,
by   and  among  Delta  Petroleum  Corporation,  a  Colorado
corporation (the "Company"), Swartz Private Equity, LLC (the
"Investor")   and   the  other  signatories   thereto   (the
"Holders")  pursuant  to which the  Company,  at  times  and
amounts chosen by the Company, as further described  in  the
Investment Agreement, may issue to the Holder up  to  Twenty
Million Dollars ($20,000,000) in aggregate principal  amount
of  Common  Stock  of  the Company (the "Put  Shares"),  and
warrants  (the  "Warrants") to purchase  Common  Stock  (the
"Warrant Shares") of the Company's.

     A.  Issuance of Put Shares.  This letter shall serve as
our irrevocable authorization and direction to you (provided
that you are the transfer agent of the Company at such time)
to issue unlegended Put Shares in the name of the Holder (or
in  the  name  of its nominee, at the Holder's request)  and
deliver such shares in accordance with the Escrow Agreement,
from  time  to time, upon surrender to you of (i)  a  letter
from  the  Company,  instructing you to  issue  a  specified
number  of  Put  Shares  to  the  Holder,  (ii)  a  properly
completed and duly executed Put Notice, in the form attached
hereto  as  Exhibit  1, which has been properly  agreed  and
acknowledged by the Company as indicated by the signature of
a  duly  authorized  officer of the Company  thereon,  (iii)
Confirmation  (as  defined below) and  (iv)  an  opinion  of
counsel ("Put Opinion of Counsel") in substantially the form
of the Put Opinion of Counsel in Composite Exhibit 2.

     B. Issuance of Warrant Shares.  This letter shall serve
as  our  irrevocable  authorization  and  direction  to  you
(provided that you are the transfer agent of the Company  at
such time) to issue unlegended Warrant Shares in the name of
the  Holder (or in the name of its nominee, at the  Holder's
request)  from time to time upon surrender to you of  (i)  a
letter  from  the  Company,  instructing  you  to  issue   a
specified  number of Warrant Shares to the  Holder,  (ii)  a
properly completed and duly executed Warrant Exercise  Form,
in  the  form attached hereto as Exhibit 3, which  has  been
properly agreed and acknowledged by the Company as indicated
by     the     signature     of    a     duly     authorized
officer  of  the  Company  thereon, (iii)  Confirmation  (as
defined  below)  and  (iv) an opinion of  counsel  ("Warrant
Opinion  of  Counsel")  in substantially  the  form  of  the
Commitment Opinion of Counsel (in the case of the Commitment
Warrant) or the Put Opinion of Counsel (in the case  of  the
Purchase Warrant), each in Composite Exhibit 4.

      C.   Legend  Free Certificates.  So long as  you  have
previously received either: (A)(i) written confirmation from
counsel to the Company (which counsel may be in-house  legal
counsel)  that a registration statement covering resales  of
the   Put  Shares  and  Warrant  Shares  has  been  declared
effective  by  the Securities and Exchange Commission  under
the  Securities Act of 1933, as amended, and (ii) a copy  of
such  registration  statement, or (B)  written  confirmation
from  counsel to the Company (which counsel may be  in-house
legal  counsel)  that  a public sale  or  transfer  of  such
Security  may  be made without registration under  the  Act,
((A)  or  (B)  above, as applicable, is  referred  to  as  a
"Confirmation"), certificates representing  the  Put  Shares
and  Warrant  Shares  shall not bear any legend  restricting
transfer of the Put Shares or Warrant Shares and should  not
be subject to any stop-transfer restriction.

      If you have not previously received Confirmation, then
the  Put  Shares  shall not be issued, and the  certificates
representing the Warrant Shares shall be issued,  but  shall
bear the following legend:

     "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT
     OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE   OF   THE  UNITED  STATES,  THE  SECURITIES
     REPRESENTED  HEREBY MAY NOT BE  OFFERED,  SOLD  OR
     OTHERWISE  TRANSFERRED  IN  THE  ABSENCE   OF   AN
     EFFECTIVE   REGISTRATION   STATEMENT    FOR    THE
     SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS
     OFFERED,  SOLD OR TRANSFERRED UNDER  AN  AVAILABLE
     EXEMPTION  FROM  THE REGISTRATION REQUIREMENTS  OF
     THOSE LAWS."

provided,  however, that the Company may from time  to  time
notify  you  to  place a stop-transfer  restriction  on  the
certificates  for outstanding Put Shares and Warrant  Shares
in  the  event a registration statement covering resales  of
the  Put  Shares  and  the  Warrant  Shares  is  subject  to
amendment for events then current.

Please  be  advised that the Holders are relying  upon  this
letter  as  an  inducement  to  enter  into  the  Investment
Agreement.




                              Very truly yours,

                              DELTA PETROLEUM CORPORATION


                              By:s/Aleron H. Larson, Jr.
                                   Aleron H. Larson, Jr. CEO






Agreed and Acknowledged:

 INVESTOR

SWARTZ PRIVATE EQUITY, LLC


By: s/Eric S. Swartz
    Eric S. Swartz, Manager




Date: July 21, 2000


Enclosures