CrossPoint Energy CO Watch

from 8-K 2 pages Amendment to Agreement

from 10QSB 3 pages D.B. Zwirn Special Opportunities Fund, L.P. 745 5th Avenue, 18th Floor New York, New York 10151 August 13, 2007

from 10QSB 1 page Summary Sheet: Margaret Coughlin Retention Agreement

from 10QSB 6 pages This Letter Agreement (“Letter Agreement”) Confirms the Terms and Conditions of the Engagement (The “Engagement”) of Venn Capital Advisors, L.P. (The “Advisor”) by CrossPoint Energy Company and Its Subsidiaries and Affiliates (Collectively, the “Company”) as the Company’s Business and Restructuring Advisor During the Term of This Letter Agreement. Such Engagement as the Company’s Advisor Is Subject to the Terms and Conditions Outlined Below. 1. the Advisor’s Role and Responsibilities: The Advisor Agrees to Assist the Company in Its Efforts to Restructure Its Business and Shall Provide Such Business Advisory Services as You May Request and as We Deem to Be Appropriate. 2. Information; Confidentiality

from 8-K 4 pages Agreement

from 8-K 3 pages Agreement

from SB-2/A 6 pages Amendment No. 1 to Registration Rights Agreement

from SB-2/A 31 pages Pledge Agreement Dated as of September 2, 2005 Between CrossPoint Energy, LLC and D. B. Zwirn Special Opportunities Fund, L.P

from SB-2/A 30 pages Security Agreement Dated as of September 2, 2005 Between CrossPoint Energy Holdings, LLC and D. B. Zwirn Special Opportunities Fund, L.P

from 8-K 18 pages Common Unit Purchase Warrant to Purchase Common Units of CrossPoint Energy Company

from 8-K 14 pages 8.0% Convertible Note

from 8-K 2 pages Indemnification Agreement

from 8-K 9 pages Employment Agreement

from 8-K 9 pages Employment Agreement

from 8-K 24 pages CrossPoint Energy Company 2006 Equity Incentive Plan

from 8-K 35 pages Securities Purchase Agreement

from 8-K 19 pages Registration Rights Agreement

from SB-2 ~1 page Whereas: A. the Vendor Is the Owner of Certain Unpatented Mineral Mining Claims Located in the Dawson Mining Division of the Yukon, Canada (More Properly Identified in "Appendix 1 Hereto Attached") B. the Purchaser Has Agreed to Purchase and the Vendor Has Agreed to Sell the Mineral Claims on the Terms and Conditions Hereinafter Set Forth. Representations and Warranties of the Vendor the Vendor Represents and Warrants the Purchaser That