Exploration And Development Agreement

Exhibit 10.1 EXPLORATION AND DEVELOPMENT AGREEMENT This EXPLORATION AND DEVELOPMENT AGREEMENT (the " Agreement" ) is effective as of the 26 th day of August, 2005 (" Effective Date" ), by and between American Natural Energy Corporation (" ANEC" ), an Oklahoma corporation, and Dune Energy, Inc. (" Dune" ) hereinafter collectively referred to as the (" Parties" ) or individually as a (" Party" ).WHEREAS, ANEC is currently the holder of the rights of lessee under the " Bayou Couba Lease" (as herein defined);WHEREAS, ANEC owns a 3-D seismic survey covering all of a 23.138 square mile area as depicted by the red outline on Exhibit " A" hereto;WHEREAS, ANEC and Exxon Mobil Corporation have entered into a Development Agreement dated November 22, 2002, as amended on December 19 th , 2003, (the " EMDA" ), creating an Area of Mutual Interest (" AMI" ) covering approximately 11,486 acres and depicted by the area shaded gray on Exhibit " A" hereto;WHEREAS, Dune desires to acquire a portion of ANEC' s rights in the AMI;WHEREAS, Exxon Mobil Corporation has consented to ANEC' s assignment of 50% of its interest in the EMDA to Dune by letter dated September 9, 2005; andWHEREAS, the Parties desire to conduct joint exploration operations, including the drilling of exploratory or development wells, for the discovery of and for the production of oil and/or gas in the Bayou Couba Field located in Saint Charles Parish Louisiana.NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE 1.
DEFINITIONS All terms used in this agreement shall have the same meaning as provided for in the EMDA except as expressly stated herein. The Parties agree to be bound by the terms of the EMDA and any place that this Agreement is silent the EMDA will control. The terms used in this Agreement shall have the same meanings as defined below: 1.01 " Additional 3-D Seismic" shall mean any seismic data obtained other than ANEC' s 23.138 square mile survey. 1.02 " ExxonMobil Development Agreement" or " EMDA" shall mean the Development Agreement dated November 22, 2002, as amended by letter agreement dated December 19, 2003, between ANEC and ExxonMobil covering approximately 11,486 acres and attached hereto and made a part of this Agreement for all purposes as Exhibit " B" . 1.03 " Dune AMI" shall mean the area shaded gray within the green outline, as shown on Exhibit " C" hereto, presently covering approximately 31,367 acres. 1.04 " Exploratory Well" shall mean any well drilled on acreage within the Dune AMI. 1.05 " Exxon Mobil Fee Lands" shall mean the lands outlined in green on Exhibit " A" hereto containing approximately 27,000 acres. 1.06 " Shoreline Leases" shall mean the lands and rights covered by the oil and gas leases listed on Exhibit " D" hereto containing approximately 184 acres. ARTICLE II
SEISMIC 2.01 Reprocessing: ANEC represents and warrants that it possesses 3D Seismic which has been reprocessed using pre-stacked time and pre-stacked depth migration techniques with respect to an area encompassing approximately 23.138 square miles as shown by the red outline on Exhibit " A" hereto. 2.02 Sharing: Upon execution of this Agreement, ANEC agrees that it shall provide Dune with a copy of the reprocessed 3D Seismic, in the form available to ANEC, for Dune and its Affiliates' use in evaluating prospects on the Dune AMI acreage. Any reprocessing by Dune of the 3-D Seismic will be at Dune' s sole risk and expense and will be provided to ANEC at no cost immediately upon completion 2.03 Additional 3-D Seismic Data Acquisition : ANEC and Dune agree to jointly approach ExxonMobil to initiate discussions to acquire Additional 3-D Seismic as proposed by

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SEI, Inc., on and equal basis. Any lands added to the Exxon Mobil Development Agreement as a result of jointly acquiring the new 3-D data will be shared by Dune and ANEC on an equal basis. Should either Party pay a disproportionate share of the seismic acquisition cost that party will be entitled the same disproportionate share of the acreage acquired, but in no event shall either Party own less that 25%. ARTICLE III
PROSPECT FEES 3.01 EMDA Prospect Fee: In consideration of ANEC' s assignment to Dune of 50% of ANEC' s rights in and to the lands contributed by ANEC, being the Delta Securities Corporation, Inc. lease dated November 14, 1941, (DSCI Lease) subject to the ExxonMobil Development Agreement, Dune will pay to ANEC a prospect fee in the amount of One Million Dollars US ($1,000,000.00), payable in four installments as follows: 3.01.1 $225,000.00 due immediately upon ExxonMobil' s approval of Dune pursuant to article 8, section 8.03, Assignability of the EMDA (such sum has been paid and ANEC acknowledges receipt thereof); 3.01.2 $225,000.00 due September 30, 2005 (such sum has been paid and ANEC acknowledges receipt thereof): 3.01.3 $225,000.00 due January 15, 2006: and 3.01.4 $325,000.00 due March 15, 2006: 3.01.5 Upon payment of each of the above listed installments, Dune shall be deemed to have earned it' s pro rata share of ANEC' s interest in the lands described in 3.01. 3.02 Dune Financing: Should Dune be successful in obtaining financing in the amount of Five Million Dollars US ($5,000,000.00) or more, prior to making the final installment provided for above Dune shall pay to ANEC Two Hundred Twenty Five Thousand Dollars ($225,000.00) within twenty (20) business days from the closing of said financing, One Hundred Sixty Two Thousand Five Hundred Dollars ($162,500.00) on, or before November 30, 2005 and the balance of One Hundred Sixty Two Thousand Five Hundred Dollars ($162,500.00) on, or before January 10, 2006. 3.03 Exploration Prospect Fee: Dune agrees to pay to ANEC an additional prospect fee in the amount of Five Hundred Thousand Dollars US ($500,000.00) which will be due within five (5) business days from Dune' s receipt of a log from either of the first two Exploratory Wells drilled pursuant to this Agreement in which both Parties elect to ...