FOURTH EXTENSION AGREEMENT

 FOURTH EXTENSION AGREEMENT

         THIS FOURTH  EXTENSION  AGREEMENT  is made and entered  into  effective
September 5, 2003, by and between Pioneer Oil, LLC, a Montana limited  liability
company, of Billings,  Montana  ("Pioneer") and Dolphin Energy  Corporation,  of
Miami, Florida ("Dolphin").

         WITNESSETH, that:

         WHEREAS,   Pioneer  and  Dolphin   entered  into  that  certain   Lease
Acquisition  and  Drilling  Agreement  dated  September  30,  2002  (the  "Lease
Acquisition and Drilling Agreement"); and

         WHEREAS,  by Letter  Agreement  agreed to and accepted January 4, 2003,
the parties  agreed to amend  Articles  III-B and C and Article V-A of the Lease
Acquisition and Drilling Agreement; and

         WHEREAS,  by Letter  Agreement agreed to and accepted January 30, 2003,
the parties agreed to amend Article III, Article IV-B,  Article IV-C and Article
V-A of the parties' Lease Acquisition and Drilling Agreement; and

         WHEREAS,  by Agreement made and entered into effective  April 21, 2003,
the entered into a Third Extension Agreement; and

         WHEREAS,  the  parties  now wish to enter  into this  Fourth  Extension
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and for adequate
consideration,  and for the mutual promises and covenants  undertaken herein, it
is agreed as follows:

         1.       Dolphin's  obligations  under Paragraph IV-A and V-A under the
                  Lease  Acquisition and Drilling  Agreement are hereby extended
                  to October 1, 2003,  subject,  however, to the other terms and
                  conditions of the prior Agreements between the parties.

         2.       Time  shall  be  of  the  essence  of  all   obligations   and
                  undertakings of the parties pursuant to the Lease  Acquisition
                  and Drilling Agreement and all amendments thereto.

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         3.       This Fourth Extension Agreement shall be signed by the parties
                  in counterpart and exchanged via facsimile transmission.

         DATED this 5th day of September, 2003.

                               Dolphin Energy Corporation

                               By:     /s/ MARC BRUNER
                                  ----------------------------------------------
                                       Authorized Officer

                               Pioneer Oil, LLC

                               By:     /s/
                                  ----------------------------------------------
                                        Authorized Member

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Basic Info X:

Name: FOURTH EXTENSION AGREEMENT
Type: Fourth Extension Agreement
Date: Sept. 8, 2003
Company: GALAXY ENERGY CORP
State: Colorado

Other info: