Amendment To Joint Venture Agreement

AMENDMENT TO JOINT VENTURE AGREEMENT FOR ESSEX ROYALTY JOINT VENTURE II


Amendment Agreement entered into as of August 21, 2000 by and between Essex Royalty Limited Partnership II (Essex II) and Edge Petroleum Corporation, formerly known as Edge Joint Venture II (Edge).


Essex and Edge entered into a Joint Venture Agreement dated May 20, 1994 creating the Essex Royalty Joint Venture II (hereinafter the Agreement). In consideration of the mutual covenants contained herein, the parties agree to amend the Agreement, effective January 1, 2001, as follows:


1. Article 7.1 of the Agreement shall be amended to substitute John Sfondrini and Napamco, Ltd., a New York corporation, in lieu of Edge Joint Venture Venture II, as the Managing Venturer.


2. Article 7.8 of the Agreement is amended to add a subparagraph (vii) reading as follows: "and (vii) independent contractors and third persons who perform services for the Joint Venture."


3. Article 7.8 (c) is amended by deleting the language in parenthesis "(to be allocated to Edge Petroleum Corporation)."


4. The defin ...