DELIVERIES BY PRODUCER

QUALITY: Alaska North Slope (ANS) crude oil.

QUANTITY: Approximately ______[not to exceed 10,000] barrels per day, with volumes equivalent to [Producer's] ____% working interest in the _________Unit, Alaska.

CONTRACT TERM: Effective _________ through __________[5 year period].

DELIVERY: Title and risk of loss shall pass to [BP] as the crude oil passes from ________ Pipeline Company through the Inlet flange of Trans Alaska Pipeline System at TAPS Pump Station No. 1 (the "PS#1 Delivery Point"), or as the crude oil passes through the ship's flange at Valdez, at the Seller's option.

PRICE:
A. For purchases at PS-1, [BP] agrees to pay [PRODUCER] a price calculated as the volume weighted average sales price for the State's sales under its North Slope RIK sales contracts, plus or minus an adjustment to account for the differences, if any, in quality between the purchased crude at the PS#1 Delivery Point and the weighted average quality of the RIK crude at the PS#1 Delivery Point calculated in accordance with the TAPS quality bank methodology. RIK sales prices for deliveries other than at PS#1 will be adjusted to an ANS PS#1 price using pipelines tariffs and quality bank adjustments upstream of PS#1 before weight averaging.

B. For purchases at Valdez, [BP] agrees to pay [PRODUCER] the aforesaid price plus any TAPS tariffs paid by [PRODUCER] plus any TAPS quality bank adjustments paid by [PRODUCER] and minus any TAPS quality bank adjustments received by [PRODUCER] with respect to the purchased crude.

C. Retroactive revisions billed to RIK purchasers by the State will be considered retroactive revisions to the sales price in this contract, and subject to the same adjustments. In the event that no RIK sales are made in a month, and this contract is in effect, the RIK price will be replaced by the price calculated by the State as the average value it received for RIV in that month, as provided under paragraph I.G. of the Charter for North Slope Development, subject to the same adjustments as above.

INVOICES: Pricing will be provisional due on the 20th of the month following the month of delivery. The prior month's RIK sales prices and, if pertinent, TAPS tariff and quality bank adjustment for the month of delivery will be used in the provisional invoice. (For example, the provisional Invoice for January 1999 production would use December 1998 RIK sales prices, tariff and quality bank adjustment.) Provisional Invoices will be actualized after actual RIK sales prices, tariffs and quality bank adjustments are determined.

PROVISIONS APPLICABLE FOR BOTH PARTIES

PAYMENT: Payment shall be made by check of immediately available federal funds on the 20th of the month following the month of delivery.

Payments due on Saturday shall be paid the preceding Friday, and payments due an Sunday shall be paid the following Monday. Similarly, payments due on a federal bank holiday shall be paid the preceding business day except when a federal bank holiday falls on a Monday, when payment shall be due the following day.

GENERAL PROVISIONS: BP's Standard General Provisions, copy attached.

SIGNATURES:

[PRODUCER]

by ________________________

[BP]

by_________________________