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This letter is not an offer to sell nor a sell nor a solicitation of an offer to buy any securities.  Any such offer or solicitation shall be made in accordance with Rules 504 or 506 of Regulation D under the Securities Act. Production of oil and gas bears risk and the benefits of investment must be considered in light of such risk.  An investor in oil and gas production recognizes that the purchase of such an interest involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment, in that (a) it may not be possible to liquidate the investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, a complete loss of investment could occur.  Before considering any oil and gas investment, an individual or entity should consult with an attorney, accountant, or a broker of oil and gas interests.   Additional information about potential risks associated oil and gas investing is available through the SEC’s Investor Alert for Private Oil and Gas Offerings, located at ia_oilgas.pdf (