July 27, 2000
Mr. Paul A. Halpern
Guardian Energy Management Corp.
2300 Harmon Road
Auburn Hills, MI 48326
Re: GEMCO, ECCO, & MEXP Equity Deal
-----------------------------------
Dear Paul:
Please allow this letter to document our agreement regarding the recent
convertible loan that Guardian Energy Management Corp. ("GEMCO") made to Miller
Exploration Co. ("MEXP") and the ownership of the resultant warrants to buy MEXP
common stock in the event that the MEXP shareholders approve the granting of the
warrants to GEMCO. Ownership of the warrants for each of the three option
periods is shown below:
<TABLE>
<CAPTION>
GEMCO JORDAN ECCO
----- ------ ----
<S> <C> <C> <C>
One Year, $1.35 1,136,364 312,500 113,636
Two Years, $2.50 1,818,182 500,000 181,818
Four Years, $3.00 6,545,455 1,800,000 654,545
</TABLE>
Both Jordan Exploration Company, L.L.C. and Ecco Investments, L.L.C. understand
that in the event that GEMCO is not given a grant of the above referenced
warrants to buy MEXP common stock due to MEXP's failure to gain shareholder
approval, then Jordan and Ecco shall subsequently have no claim to such warrants
or the shares of MEXP stock represented by such warrants.
If the foregoing represents your understanding of the ownership of the warrant
shares after MEXP shareholder approval, please sign two copies of this letter
and return them to me.
Very truly yours,
Jordan Exploration Company, L.L.C.
Robert M. Boeve
Manager & CEO
Accepted and agreed to this _____ Accepted and agreed to this _____
day of ___________, 2000. day of ___________, 2000.
Guardian Energy Management Corp. ECCO Investments, L.L.C.
------------------------------------ ------------------------------------
By: Paul A. Halpern By: Robert M. Boeve
Its: Vice President of Operations Its: Manager
RMB:kw
cc: Wayne A. Sterenberg
Martin G. Lagina
