DELTA PETROLEUM CORP/CO
8-K, EX-99.1, 2000-07-24
CRUDE PETROLEUM & NATURAL GAS
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              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





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