DELTA PETROLEUM CORP/CO
DELTA PETROLEUM 8-K EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex101.txt
<DESCRIPTION>DELTA PETROLEUM 8-K EXHIBIT 10.1
<TEXT>
EXHIBIT 10.1a

                             EMPLOYMENT AGREEMENT

     This agreement is entered into as of November 1, 2001 by and between
Delta Petroleum Corporation ("Delta" or the "Company") and Aleron H. Larson,
Jr. ("Employee").

     Employee has in the past does at present act as an officer and director
by the Company.

     The Company desires to retain services of Employee as an employee upon
the conditions contained in the Agreement and Employee desires to provide
services to the Company under such conditions.

     NOW THEREFORE, in consideration of the mutual covenants and conditions
hereafter set forth, the Company and Employee agree as follows:

     1.   Employment.  The Company hereby agrees to engage Employee, and
          Employee does hereby agree to be engaged by the Company, upon the
          terms and conditions set forth in the following paragraphs.  This
          agreement replaces and supersedes all prior employment agreements.

     2.   Employment Period.  The Company hereby engages Employee for the
          period commencing November 1, 2001 and ending on the third
          anniversary of such date ("Employment Period") to continue to
          serve in all present positions with the Company and to render such
          other services in an executive capacity as the Company shall
          reasonably require.  Except as provided in Paragraph 10
          (Termination Upon Change in Control hereof), Employee hereby
          agrees to remain in the employ of the Company for the Employment
          Period, provided that Employee may, by 90 days written notice to
          the Company, terminate his employment with the Company; in which
          case this Agreement shall terminate, except as to provisions which
          survive termination of employment as provided herein, without
          liability to the Company upon the date specified by Employee.

     3.   Duties.  Employee agrees that at all times during the Employment
          Period, he will faithfully and diligently endeavor to promote the
          business and business interests of the Company, and that he will
          devote such time and attention to the affairs of the Company as is
          necessary and appropriate to its proper management; provided,
          however, that this Agreement shall not restrict Employee from
          engaging, directly or indirectly, in any business, investment or
          activity which is not inconsistent with the performance by the
          Employee of his duties under this Agreement.

     4.   Salary and Benefits.  Subject to the provisions of  Paragraph 8
          below, during the Employment Period, Employee shall be compensated
          as follows:

          a)   Employee shall earn a salary of $240,000 per annum, payable
               in monthly installments, subject to the customary payroll
               deductions for Federal, State, and local taxes.

          b)   The Board of Directors and/or the Compensation Committee of
               the Board of Directors of the Company may review Employee's
               salary from time to time with a view to making such
               increases in Employee's salary or declaring such bonuses or
               other benefits to Employee as merited and warranted in light
               of factors considered pertinent;

          c)   Employee shall have the use of a Company automobile, receive
               free of cost parking and servicing for his automobile and
               health, hospitalization and life insurance with coverage
               exceeding or equal to that now in force, plus such other
               benefits as the Board shall vote; and

          d)   Employee shall be entitled to four weeks vacation per year
               to be taken at such times as do not interfere with the
               performance of his duties hereunder.

     5.   Expenses.  All reasonable and necessary expenses incurred by
          Employee in the performance of his duties under this Agreement,
          including but not limited to expenses for entertainment, travel
          and similar items, will be paid or reimbursed monthly by the
          Company.  The Company will furnish Employee with an office in its
          principal executive office in Denver and all secretarial,
          geological, engineering, legal, accounting and other services
          necessary to properly support Employee's performance of his duties
          at the Company's expenses.

     6.   Disability of Employee.  In the event of the disability (as
          defined herein) of Employee prior to the expiration of the
          Employment Period, Employee shall nevertheless continue to be
          compensated for a period of one year following the date of
          disability at the annual rate and with such benefits provided for
          in Paragraph 4 hereof.  For purposes of this Agreement, Employee
          shall be deemed to be disabled if, because of illness or other
          physical or mental condition, he is unable to perform for two
          successive months, or for short periods aggregating over two
          months in any twelve successive calendar months, his duties under
          the Agreement.  Such benefit period shall run from the time
          disability commenced until Employee's condition improves
          sufficiently to permit him to work after which date he must be
          available at the Company's option.

     7.   Termination Upon Death and Disability.  The Employment Period
          shall automatically terminate upon the death of Employee;
          provided, however, that in the event of the Employee's death, all
          compensation Employee is entitled to receive under this Agreement
          at time of his death shall be paid to his legal representative in
          accordance with the provisions of Paragraph (4)(a) hereof for the
          shorter of a period of one year following the date of Employee's
          death or remainder of the Employment Period.  The Employment
          Period shall automatically terminate upon the payment for twelve
          consecutive months of disability benefits to Employee (as defined
          in Paragraph 6 above).

     8.   Termination for Cause.  Upon the occurrence of any of the events
          listed below, the Company may terminate the Employee without
          further obligation under this Agreement except as to provision
          which survive termination of employment or termination of this
          agreement as provided herein:

          a)   Employee's conviction of any criminal act directly related
               to Employee's duties hereunder including without limitation
               misappropriation of funds or property of the Company or a
               felony criminal act directly related to Employee's duties
               hereunder.

          b)   Employee's misfeasance or malfeasance in office, which the
               parties agree shall mean fraud, dishonesty, willful
               misconduct or gross neglect of duties.

          c)   Breach by Employee of any material provision of this
               Agreement.

     9.   Termination without Cause.  In the event Employee is terminated by
          the Company for any reason except as set forth at Paragraph 8
          above, he shall continue to be compensated, funded and reimbursed
          for the duration of the Employment Period in the full amounts
          provided for in Paragraphs 4, 5, 6 and 7 hereof.

     10.  Termination Upon Change in Control.  In the event that a Change in
          Control (as defined in Delta's 2001 Incentive Plan, as amended, or
          as now or later defined by rules and regulations of the S.E.C.) of
          the Company or a sale of all or a majority of the Company's assets
          shall occur at any time during the Employment Period, as a result
          of which the Board of Directors appoints a person other than
          Employee to serve in the capacity for which Employee is employed
          hereunder, or as a result of which Employee shall elect to resign
          his executive position hereunder,  Employee nevertheless shall be
          entitled to the benefits of and subject to all of the terms and
          conditions set forth herein, including, without limitation, the
          right to receive full compensation, funding and reimbursement as
          provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether
          Employee continues to perform any services for the Company.  In
          addition, in the event of any such Change in Control or sale,
          irrespective of any resulting termination or resignation, the
          Company shall immediately cause all of Employee's then outstanding
          unexercised options or warrants, granted under any of the
          Company's incentive plans or otherwise, to be exercised by the
          Company on behalf of Employee with the Company paying, waiving or
          otherwise being responsible for the exercise prices therefore and,
          in addition, the Company shall thereupon pay to Employee an amount
          equal to the Employee's estimated federal, state and local taxes
          applicable to the exercise of said warrants or options.  All
          shares underlying said options or warrants shall be issued to
          Employee immediately thereafter and all shares shall be covered by
          and included in an effective S-8 or other appropriate registration
          statement filed with the S.E.C.  These provisions under this
          Paragraph 10 shall survive any termination of this agreement under
          any other section hereunder.

     11.  Notice of Termination.  Prior to termination, for any reason (with
          or without cause), Employee will be give notice thereof sufficient
          to allow Employee to exercise any and all options granted Employee
          under any of the Company's incentive plans or otherwise, but which
          notice in any event shall be given not less that in thirty (30)
          days prior to such termination.  The expiration date of any such
          options which have not been exercised and which would expire prior
          to or within 90 days of any such termination shall be extended by
          an addition six months.

     12.  Parties in Interest.  This Agreement shall be binding upon, and
          shall inure to the benefit of the Company and its successors and
          assigns and any person acquiring, whether by merger,
          consolidation, liquidation, purchase of assets or otherwise, all
          or substantially all of the Company's equity or assets, and
          business.

     13.  Choice of Law.  It is the intention of the parties hereto that
          this Agreement and the performance hereunder and all suits and
          special proceedings hereunder be construed in accordance with the
          under the laws of the State of Colorado and that in any action,
          special proceeding or other proceeding that may be brought arising
          out of, in connection with, or by reason of this Agreement, the
          laws of the State of Colorado shall be applicable and shall govern
          to the exclusion of the law of any other forum, without regard to
          the jurisdiction in which any action or special proceeding may be
          instituted.

     14.  Severance of Invalid Provisions.  In case any one or more of the
          provisions, or portions thereof, of this Agreement should be
          determined to be invalid, illegal or unenforceable in any respect,
          the validity, legality and enforceability of the remaining
          provisions contained herein shall not in any way be affected or
          impaired thereby.

     15.  Integrated Agreement.  This Agreement shall constitute the entire
          agreement between the parties hereto relating to the Engagement of
          Employee.

     IN WITNESS WHEREOF, Employee has executed this Agreement and the Company
has caused this Agreement to be duly executed on behalf by its duly authorized
officer, all as of the date first above written.

                         DELTA PETROLEUM CORPORTION

                         BY: /s/ Roger A. Parker
                             Authorized Officer

                         EMPLOYEE:

                         /s/ Aleron H. Larsosn, Jr.
                         Aleron H. Larson, Jr.

                         RATIFIED AND APPROVED BY DELTA
                         PETROLEUM CORPORATION
                         COMPENSATION COMMITTEE:


                         BY: /s/ Terry D. Enright
                              Terry D. Enright

                         BY: /s/ Jerrie F. Eckelberger
                              Jerrie F. Eckelberger

<PAGE>
EXHIBIT 10.1b
                             EMPLOYMENT AGREEMENT

     This agreement is entered into as of November 1, 2001 by and between
Delta Petroleum Corporation ("Delta" or the "Company") and Roger A. Parker
("Employee").

     Employee has in the past does at present act as an officer and director
by the Company.

     The Company desires to retain services of Employee as an employee upon
the conditions contained in the Agreement and Employee desires to provide
services to the Company under such conditions.

     NOW THEREFORE, in consideration of the mutual covenants and conditions
hereafter set forth, the Company and Employee agree as follows:

     1.   Employment.  The Company hereby agrees to engage Employee, and
          Employee does hereby agree to be engaged by the Company, upon the
          terms and conditions set forth in the following paragraphs.  This
          agreement replaces and supersedes all prior employment agreements.

     2.   Employment Period.  The Company hereby engages Employee for the
          period commencing November 1, 2001 and ending on the third
          anniversary of such date ("Employment Period") to continue to
          serve in all present positions with the Company and to render such
          other services in an executive capacity as the Company shall
          reasonably require.  Except as provided in Paragraph 10
          (Termination Upon Change in Control hereof), Employee hereby
          agrees to remain in the employ of the Company for the Employment
          Period, provided that Employee may, by 90 days written notice to
          the Company, terminate his employment with the Company; in which
          case this Agreement shall terminate, except as to provisions which
          survive termination of employment as provided herein, without
          liability to the Company upon the date specified by Employee.

     3.   Duties.  Employee agrees that at all times during the Employment
          Period, he will faithfully and diligently endeavor to promote the
          business and business interests of the Company, and that he will
          devote such time and attention to the affairs of the Company as is
          necessary and appropriate to its proper management; provided,
          however, that this Agreement shall not restrict Employee from
          engaging, directly or indirectly, in any business, investment or
          activity which is not inconsistent with the performance by the
          Employee of his duties under this Agreement.

     4.   Salary and Benefits.  Subject to the provisions of  Paragraph 8
          below, during the Employment Period, Employee shall be compensated
          as follows:

          a)   Employee shall earn a salary of $240,000 per annum, payable
               in monthly installments, subject to the customary payroll
               deductions for Federal, State, and local taxes.

          b)   The Board of Directors and/or the Compensation Committee of
               the Board of Directors of the Company may review Employee's
               salary from time to time with a view to making such
               increases in Employee's salary or declaring such bonuses or
               other benefits to Employee as merited and warranted in light
               of factors considered pertinent;

          c)   Employee shall have the use of a Company automobile, receive
               free of cost parking and servicing for his automobile and
               health, hospitalization and life insurance with coverage
               exceeding or equal to that now in force, plus such other
               benefits as the Board shall vote; and

          d)   Employee shall be entitled to four weeks vacation per year
               to be taken at such times as do not interfere with the
               performance of his duties hereunder.

     5.   Expenses.  All reasonable and necessary expenses incurred by
          Employee in the performance of his duties under this Agreement,
          including but not limited to expenses for entertainment, travel
          and similar items, will be paid or reimbursed monthly by the
          Company.  The Company will furnish Employee with an office in its
          principal executive office in Denver and all secretarial,
          geological, engineering, legal, accounting and other services
          necessary to properly support Employee's performance of his duties
          at the Company's expenses.

     6.   Disability of Employee.  In the event of the disability (as
          defined herein) of Employee prior to the expiration of the
          Employment Period, Employee shall nevertheless continue to be
          compensated for a period of one year following the date of
          disability at the annual rate and with such benefits provided for
          in Paragraph 4 hereof.  For purposes of this Agreement, Employee
          shall be deemed to be disabled if, because of illness or other
          physical or mental condition, he is unable to perform for two
          successive months, or for short periods aggregating over two
          months in any twelve successive calendar months, his duties under
          the Agreement.  Such benefit period shall run from the time
          disability commenced until Employee's condition improves
          sufficiently to permit him to work after which date he must be
          available at the Company's option.

     7.   Termination Upon Death and Disability.  The Employment Period
          shall automatically terminate upon the death of Employee;
          provided, however, that in the event of the Employee's death, all
          compensation Employee is entitled to receive under this Agreement
          at time of his death shall be paid to his legal representative in
          accordance with the provisions of Paragraph (4)(a) hereof for the
          shorter of a period of one year following the date of Employee's
          death or remainder of the Employment Period.  The Employment
          Period shall automatically terminate upon the payment for twelve
          consecutive months of disability benefits to Employee (as defined
          in Paragraph 6 above).

     8.   Termination for Cause.  Upon the occurrence of any of the events
          listed below, the Company may terminate the Employee without
          further obligation under this Agreement except as to provision
          which survive termination of employment or termination of this
          agreement as provided herein:

          a)   Employee's conviction of any criminal act directly related
               to Employee's duties hereunder including without limitation
               misappropriation of funds or property of the Company or a
               felony criminal act directly related to Employee's duties
               hereunder.

          b)   Employee's misfeasance or malfeasance in office, which the
               parties agree shall mean fraud, dishonesty, willful
               misconduct or gross neglect of duties.

          c)   Breach by Employee of any material provision of this
               Agreement.

     9.   Termination without Cause.  In the event Employee is terminated by
          the Company for any reason except as set forth at Paragraph 8
          above, he shall continue to be compensated, funded and reimbursed
          for the duration of the Employment Period in the full amounts
          provided for in Paragraphs 4, 5, 6 and 7 hereof.

     10.  Termination Upon Change in Control.  In the event that a Change in
          Control (as defined in Delta's 2001 Incentive Plan, as amended, or
          as now or later defined by rules and regulations of the S.E.C.) of
          the Company or a sale of all or a majority of the Company's assets
          shall occur at any time during the Employment Period, as a result
          of which the Board of Directors appoints a person other than
          Employee to serve in the capacity for which Employee is employed
          hereunder, or as a result of which Employee shall elect to resign
          his executive position hereunder,  Employee nevertheless shall be
          entitled to the benefits of and subject to all of the terms and
          conditions set forth herein, including, without limitation, the
          right to receive full compensation, funding and reimbursement as
          provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether
          Employee continues to perform any services for the Company.  In
          addition, in the event of any such Change in Control or sale,
          irrespective of any resulting termination or resignation, the
          Company shall immediately cause all of Employee's then outstanding
          unexercised options or warrants, granted under any of the
          Company's incentive plans or otherwise, to be exercised by the
          Company on behalf of Employee with the Company paying, waiving or
          otherwise being responsible for the exercise prices therefore and,
          in addition, the Company shall thereupon pay to Employee an amount
          equal to the Employee's estimated federal, state and local taxes
          applicable to the exercise of said warrants or options.  All
          shares underlying said options or warrants shall be issued to
          Employee immediately thereafter and all shares shall be covered by
          and included in an effective S-8 or other appropriate registration
          statement filed with the S.E.C.  These provisions under this
          Paragraph 10 shall survive any termination of this agreement under
          any other section hereunder.

     11.  Notice of Termination.  Prior to termination, for any reason (with
          or without cause), Employee will be give notice thereof sufficient
          to allow Employee to exercise any and all options granted Employee
          under any of the Company's incentive plans or otherwise, but which
          notice in any event shall be given not less that in thirty (30)
          days prior to such termination.  The expiration date of any such
          options which have not been exercised and which would expire prior
          to or within 90 days of any such termination shall be extended by
          an addition six months.

     12.  Parties in Interest.  This Agreement shall be binding upon, and
          shall inure to the benefit of the Company and its successors and
          assigns and any person acquiring, whether by merger,
          consolidation, liquidation, purchase of assets or otherwise, all
          or substantially all of the Company's equity or assets, and
          business.

     13.  Choice of Law.  It is the intention of the parties hereto that
          this Agreement and the performance hereunder and all suits and
          special proceedings hereunder be construed in accordance with the
          under the laws of the State of Colorado and that in any action,
          special proceeding or other proceeding that may be brought arising
          out of, in connection with, or by reason of this Agreement, the
          laws of the State of Colorado shall be applicable and shall govern
          to the exclusion of the law of any other forum, without regard to
          the jurisdiction in which any action or special proceeding may be
          instituted.

     14.  Severance of Invalid Provisions.  In case any one or more of the
          provisions, or portions thereof, of this Agreement should be
          determined to be invalid, illegal or unenforceable in any respect,
          the validity, legality and enforceability of the remaining
          provisions contained herein shall not in any way be affected or
          impaired thereby.

     15.  Integrated Agreement.  This Agreement shall constitute the entire
          agreement between the parties hereto relating to the Engagement of
          Employee.

     IN WITNESS WHEREOF, Employee has executed this Agreement and the Company
has caused this Agreement to be duly executed on behalf by its duly authorized
officer, all as of the date first above written.

                         DELTA PETROLEUM CORPORTION

                         BY: /s/ Aleron H. Larson, Jr.
                             Authorized Officer

                         EMPLOYEE:

                         /s/ Roger A. Parker
                         Roger A. Parker

                         RATIFIED AND APPROVED BY DELTA
                         PETROLEUM CORPORATION
                         COMPENSATION COMMITTEE:


                         BY: /s/ Terry D. Enright
                              Terry D. Enright

                         BY: /s/ Jerrie F. Eckelberger
                              Jerrie F. Eckelberger

<PAGE>
Exhibit 10.1c
                             EMPLOYMENT AGREEMENT

     This agreement is entered into as of November 1, 2001 by and between
Delta Petroleum Corporation ("Delta" or the "Company") and Kevin K. Nanke
("Employee").

     Employee has in the past does at present act as an officer and director
by the Company.

     The Company desires to retain services of Employee as an employee upon
the conditions contained in the Agreement and Employee desires to provide
services to the Company under such conditions.

     NOW THEREFORE, in consideration of the mutual covenants and conditions
hereafter set forth, the Company and Employee agree as follows:

     1.   Employment.  The Company hereby agrees to engage Employee, and
          Employee does hereby agree to be engaged by the Company, upon the
          terms and conditions set forth in the following paragraphs.  This
          agreement replaces and supersedes all prior employment agreements.

     2.   Employment Period.  The Company hereby engages Employee for the
          period commencing November 1, 2001 and ending on the third
          anniversary of such date ("Employment Period") to continue to
          serve in all present positions with the Company and to render such
          other services in an executive capacity as the Company shall
          reasonably require.  Except as provided in Paragraph 10
          (Termination Upon Change in Control hereof), Employee hereby
          agrees to remain in the employ of the Company for the Employment
          Period, provided that Employee may, by 90 days written notice to
          the Company, terminate his employment with the Company; in which
          case this Agreement shall terminate, except as to provisions which
          survive termination of employment as provided herein, without
          liability to the Company upon the date specified by Employee.

     3.   Duties.  Employee agrees that at all times during the Employment
          Period, he will faithfully and diligently endeavor to promote the
          business and business interests of the Company, and that he will
          devote such time and attention to the affairs of the Company as is
          necessary and appropriate to its proper management; provided,
          however, that this Agreement shall not restrict Employee from
          engaging, directly or indirectly, in any business, investment or
          activity which is not inconsistent with the performance by the
          Employee of his duties under this Agreement.

     4.   Salary and Benefits.  Subject to the provisions of  Paragraph 8
          below, during the Employment Period, Employee shall be compensated
          as follows:

     5.   Employee shall earn a salary of $144,000 per annum, payable in
          monthly installments, subject to the customary payroll deductions
          for Federal, State, and local taxes.

          a)   The Board of Directors and/or the Compensation Committee of
               the Board of Directors of the Company may review Employee's
               salary from time to time with a view to making such
               increases in Employee's salary or declaring such bonuses or
               other benefits to Employee as merited and warranted in light
               of factors considered pertinent;

          b)   Employee shall have the use of a Company automobile, receive
               free of cost parking and servicing for his automobile and
               health, hospitalization and life insurance with coverage
               exceeding or equal to that now in force, plus such other
               benefits as the Board shall vote; and

          c)   Employee shall be entitled to four weeks vacation per year
               to be taken at such times as do not interfere with the
               performance of his duties hereunder.

     5.   Expenses.  All reasonable and necessary expenses incurred by
          Employee in the performance of his duties under this Agreement,
          including but not limited to expenses for entertainment, travel
          and similar items, will be paid or reimbursed monthly by the
          Company.  The Company will furnish Employee with an office in its
          principal executive office in Denver and all secretarial,
          geological, engineering, legal, accounting and other services
          necessary to properly support Employee's performance of his duties
          at the Company's expenses.

     6.   Disability of Employee.  In the event of the disability (as
          defined herein) of Employee prior to the expiration of the
          Employment Period, Employee shall nevertheless continue to be
          compensated for a period of one year following the date of
          disability at the annual rate and with such benefits provided for
          in Paragraph 4 hereof.  For purposes of this Agreement, Employee
          shall be deemed to be disabled if, because of illness or other
          physical or mental condition, he is unable to perform for two
          successive months, or for short periods aggregating over two
          months in any twelve successive calendar months, his duties under
          the Agreement.  Such benefit period shall run from the time
          disability commenced until Employee's condition improves
          sufficiently to permit him to work after which date he must be
          available at the Company's option.

     7.   Termination Upon Death and Disability.  The Employment Period
          shall automatically terminate upon the death of Employee;
          provided, however, that in the event of the Employee's death, all
          compensation Employee is entitled to receive under this Agreement
          at time of his death shall be paid to his legal representative in
          accordance with the provisions of Paragraph (4)(a) hereof for the
          shorter of a period of one year following the date of Employee's
          death or remainder of the Employment Period.  The Employment
          Period shall automatically terminate upon the payment for twelve
          consecutive months of disability benefits to Employee (as defined
          in Paragraph 6 above).

     8.   Termination for Cause.  Upon the occurrence of any of the events
          listed below, the Company may terminate the Employee without
          further obligation under this Agreement except as to provision
          which survive termination of employment or termination of this
          agreement as provided herein:

          a)   Employee's conviction of any criminal act directly related
               to Employee's duties hereunder including without limitation
               misappropriation of funds or property of the Company or a
               felony criminal act directly related to Employee's duties
               hereunder.

          b)   Employee's misfeasance or malfeasance in office, which the
               parties agree shall mean fraud, dishonesty, willful
               misconduct or gross neglect of duties.

          c)   Breach by Employee of any material provision of this
               Agreement.

     9.   Termination without Cause.  In the event Employee is terminated by
          the Company for any reason except as set forth at Paragraph 8
          above, he shall continue to be compensated, funded and reimbursed
          for the duration of the Employment Period in the full amounts
          provided for in Paragraphs 4, 5, 6 and 7 hereof.

     10.  Termination Upon Change in Control.  In the event that a Change in
          Control (as defined in Delta's 2001 Incentive Plan, as amended, or
          as now or later defined by rules and regulations of the S.E.C.) of
          the Company or a sale of all or a majority of the Company's assets
          shall occur at any time during the Employment Period, as a result
          of which Roger A. Parker is not thereafter the Company's CEO and
          the Board of Directors appoints a person other than Employee to
          serve in the capacity for which Employee is employed hereunder, or
          as a result of which Employee shall elect to resign his executive
          position hereunder,  Employee nevertheless shall be entitled to
          the benefits of and subject to all of the terms and conditions set
          forth herein, including, without limitation, the right to receive
          full compensation, funding and reimbursement as provided in
          Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee
          continues to perform any services for the Company.  In addition,
          in the event of any such Change in Control or sale, and if Roger
          A. Parker is not thereafter the Company's CEO, irrespective of any
          resulting termination or resignation, the Company shall
          immediately cause all of Employee's then outstanding unexercised
          options or warrants, granted under any of the Company's incentive
          plans or otherwise, to be exercised by the Company on behalf of
          Employee with the Company paying, waiving or otherwise being
          responsible for the exercise prices therefore and, in addition,
          the Company shall thereupon pay to Employee an amount equal to the
          Employee's estimated federal, state and local taxes applicable to
          the exercise of said warrants or options.  All shares underlying
          said options or warrants shall be issued to Employee immediately
          thereafter and all shares shall be covered by and included in an
          effective S-8 or other appropriate registration statement filed
          with the S.E.C.  These provisions under this Paragraph 10 shall
          survive any termination of this agreement under any other section
          hereunder.

     11.  Notice of Termination.  Prior to termination, for any reason (with
          or without cause), Employee will be give notice thereof sufficient
          to allow Employee to exercise any and all options granted Employee
          under any of the Company's incentive plans or otherwise, but which
          notice in any event shall be given not less that in thirty (30)
          days prior to such termination.  The expiration date of any such
          options which have not been exercised and which would expire prior
          to or within 90 days of any such termination shall be extended by
          an addition six months.

     12.  Parties in Interest.  This Agreement shall be binding upon, and
          shall inure to the benefit of the Company and its successors and
          assigns and any person acquiring, whether by merger,
          consolidation, liquidation, purchase of assets or otherwise, all
          or substantially all of the Company's equity or assets, and
          business.

     13.  Choice of Law.  It is the intention of the parties hereto that
          this Agreement and the performance hereunder and all suits and
          special proceedings hereunder be construed in accordance with the
          under the laws of the State of Colorado and that in any action,
          special proceeding or other proceeding that may be brought arising
          out of, in connection with, or by reason of this Agreement, the
          laws of the State of Colorado shall be applicable and shall govern
          to the exclusion of the law of any other forum, without regard to
          the jurisdiction in which any action or special proceeding may be
          instituted.

     14.  Severance of Invalid Provisions.  In case any one or more of the
          provisions, or portions thereof, of this Agreement should be
          determined to be invalid, illegal or unenforceable in any respect,
          the validity, legality and enforceability of the remaining
          provisions contained herein shall not in any way be affected or
          impaired thereby.

     15.  Integrated Agreement.  This Agreement shall constitute the entire
          agreement between the parties hereto relating to the Engagement of
          Employee.

     IN WITNESS WHEREOF, Employee has executed this Agreement and the Company
has caused this Agreement to be duly executed on behalf by its duly authorized
officer, all as of the date first above written.

                         DELTA PETROLEUM CORPORTION

                         BY: /s/ Aleron H. Larson, Jr.
                             Authorized Officer

                         EMPLOYEE:

                         /s/ Kevin K. Nanke
                         Kevin K. Nanke

                         RATIFIED AND APPROVED BY DELTA
                         PETROLEUM CORPORATION
                         COMPENSATION COMMITTEE:


                         BY: /s/ Terry D. Enright
                              Terry D. Enright

                         BY: /s/ Jerrie F. Eckelberger
                              Jerrie F. Eckelberger

</TEXT>
</DOCUMENT>
