MV OIL TRUST S-1/A Filing

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TABLE OF CONTENTS
Index to Financial Statements
Index to Financial Statements of MV Partners, LLC
TABLE OF CONTENTS 4
                                                        As filed with the Securities and Exchange Commission on December 4, 2006

                                                                                                                                                              Registration No. 333-136609
                                                                                                                                                                              333-136609-01




                                          UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                                                                  Washington, D.C. 20549



                                                       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                                    Amendment No. 3                                                                                  Amendment No. 3
                                         to                                                                                               to

                             Form S-1                                                                                    Form S-1
                            MV Oil Trust                                                                              MV Partners, LLC
                  (Exact Name of co-registrant as specified in its charter)                                         (Exact Name of co-registrant as specified in its charter)

                                           Delaware                                                                                          Kansas
                (State or other jurisdiction of incorporation or organization)                                   (State or other jurisdiction of incorporation or organization)

                                          1311                                                                                              1311
                (Primary Standard Industrial Classification Code Number)                                          (Primary Standard Industrial Classification Code Number)

                                       06-6554331                                                                                       48-1200438
                            (I.R.S. Employer Identification No.)                                                             (I.R.S. Employer Identification No.)

                            221 West Sixth Street, 1st Floor                                                                      250 N. Water, Suite 300
                                   Austin, Texas 78701                                                                             Wichita, Kansas 67202
                                      (800) 852-1422                                                                                    (316) 267-3241
 (Address, including zip code, and telephone number, including area code, of co-registrant's      (Address, including zip code, and telephone number, including area code, of co-registrant's
                                Principal Executive Offices)                                                                     Principal Executive Offices)

                                      Mike J. Ulrich                                                                                  David L. Murfin
                              The Bank of New York Trust                                                                          250 N. Water, Suite 300
                                Company, N.A., Trustee                                                                            Wichita, Kansas 67202
                                Global Corporate Trust                                                                                 (316) 267-3241
                             221 West Sixth Street, 1st Floor                                    (Name, address, including zip code, and telephone number, including area code, of agent for
                                  Austin, Texas 78701                                                                                      service)
                                      (800) 852-1422
(Name, address, including zip code, and telephone number, including area code, of agent for
                                          service)




                                                                                          Copies to:

                                 Thomas P. Mason                                                                                        R. Joel Swanson
                              Vinson & Elkins L.L.P.                                                                                   Baker Botts L.L.P.
                           1001 Fannin Street, Suite 2300                                                                                One Shell Plaza
                            Houston, Texas 77002-6760                                                                               910 Louisiana, Suite 3200
                                  (713) 758-2222                                                                                      Houston, Texas 77002
                                                                                                                                         (713) 229-1234
Approximate date of commencement of proposed sale to the public:              As soon as practicable after this Registration Statement becomes effective.



       If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box.       

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. 

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

      The co-registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the co-registrants shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted.

                                                                          Subject to Completion dated December 4, 2006


PRELIMINARY PROSPECTUS

                                                                                 MV Oil Trust
                                                                               7,500,000 Trust Units

This is an initial public offering of units of beneficial interest in the MV Oil Trust. MV Partners, LLC, which we refer to as "MV Partners" in this prospectus, has formed the trust and,
immediately prior to the closing of this offering, MV Partners will contribute a term net profits interest in oil and natural gas properties to the trust in exchange for 11,500,000 trust units. MV
Partners is offering all of the trust units to be sold in this offering and MV Partners will receive all proceeds from the offering. MV Partners is a privately-held limited liability company
engaged in the exploration, development, production, gathering, aggregation and sale of oil and natural gas from properties located in Kansas and eastern Colorado.

There is currently no public market for the trust units. MV Partners expects that the public offering price will be between $19.00 and $21.00 per trust unit. The trust intends to apply to have
the trust units approved for listing on the New York Stock Exchange under the symbol "MVO."

Trust units are units of beneficial interest in the trust and represent undivided interests in the trust. They do not represent any interest in MV Partners.

Investing in the trust units involves a high degree of risk. Before buying any trust units, you should read the discussion of material risks of investing in the trust units in "Risk
Factors" beginning on page 20 of this prospectus.

These risks include the following:

       •
                 The amounts of cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices.


       •
                 Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash distributions by the trust and the value of the trust
                 units.


       •
                 Risks associated with the production, gathering, transportation and sale of oil, natural gas and natural gas liquids could adversely affect cash distributions by the trust.


       •
                 The trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public
                 trust unitholders will have no ability to influence the operation of the underlying properties.


       •
                 The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from
                 acquiring other oil and natural gas properties or net profits interests to replace the depleting assets and production.


       •
                 The amount of cash available for distribution by the trust will be reduced by the amount of any production and development costs, taxes, costs and payments made with
                 respect to the hedge contracts, capital expenditures and post-production costs.


       •
                 There has been no public market for the trust units and no independent appraisal of the value of the net profits interest has been performed.


       •
                 Conflicts of interest could arise between MV Partners and the trust unitholders.


       •
                 Trust unitholders have limited ability to enforce provisions of the net profits interest.


       •
                 The trust has not obtained a ruling from the IRS regarding the tax treatment of ownership of the trust units. If the IRS were to determine that the trust is not a "grantor trust"
                 for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment than that described in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.



                                                                                                                                                            Per Trust Unit                 Total

Initial public offering price                                                                                                                           $                            $
Underwriting discounts and commissions(1)                                                                                                           $                            $
Proceeds, before expenses, to MV Partners                                                                                                           $                            $


(1)
           Excludes a structuring fee of $        payable to Raymond James & Associates, Inc. for evaluation, analysis and structuring of the trust.




      The underwriters may also exercise their option to purchase from affiliates of MV Partners up to 1,125,000 additional trust units at the initial public offering price, less the underwriting
discounts and commissions, within 30 days of the date of this prospectus.

      The underwriters are offering the trust units as set forth under "Underwriting." Delivery of the trust units will be made on or about              , 2006.




       RAYMOND JAMES
                A.G. EDWARDS
                           RBC CAPITAL MARKETS
                                     OPPENHEIMER & CO.
                                                                       The date of this prospectus is                  , 2006
                       Geographic Location of the Major Producing Areas
                       of the Underlying Properties in the State of Kansas




                                                                                     The underlying properties

                                                                          Proved Reserves as of
                                                                         June 30, 2006 (MMBoe)           Gross Acres   Net Acres

Northwest Kansas Area                                                                              8.2      11,885       11,840
El Dorado Area                                                                                     6.1      15,405       15,393
Other                                                                                              4.4      20,350       16,649

   Total                                                                                          18.7      47,640       43,882

Note:
        The net profits interest entitles the trust to receive 80% of the net proceeds from all of MV Partners' interests in the underlying
        properties as of the closing of this offering. For a discussion of the calculation of the net proceeds, see "Computation of Net Proceeds"
        beginning on page 68 of this prospectus. For a description of the underlying properties, see "The Underlying Properties" beginning on
        page 49 of this prospectus.
                                                            TABLE OF CONTENTS

Prospectus Summary
Risk Factors
Forward-Looking Statements
Use of Proceeds
MV Partners
The Trust
Projected Cash Distributions
The Underlying Properties
Computation of Net Proceeds
Description of the Trust Agreement
Description of the Trust Units
Trust Units Eligible for Future Sale
Federal Income Tax Consequences
State Tax Considerations
ERISA Considerations
Selling Trust Unitholders
Underwriting
Legal Matters
Experts
Where You Can Find More Information
Glossary of Certain Oil and Natural Gas Terms
Index to Financial Statements
Information about MV Partners, LLC
Index to Financial Statements of MV Partners, LLC
Summary Reserve Report

      You should rely only on the information contained in this prospectus. The trust has not, MV Partners has not and the underwriters have
not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. The trust has not, MV Partners has not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the
date on the front cover of this prospectus only.

                                                                         i
                                                           PROSPECTUS SUMMARY

       This summary highlights information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors and the financial statements and notes to those statements. You will find definitions for terms
relating to the oil and natural gas business in "Glossary of Certain Oil and Natural Gas Terms." Cawley, Gillespie & Associates, Inc., an
independent engineering firm, provided the estimates of proved oil and natural gas reserves as of June 30, 2006, included in this prospectus.
These estimates are contained in a summary prepared by Cawley, Gillespie & Associates, Inc. of its reserve report as of June 30, 2006, for the
underlying properties described below. This summary is located at the back of this prospectus as Appendix A, and is referred to in this
prospectus as the "reserve report." Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters'
option to purchase additional trust units.

                                                                   MV Oil Trust

      MV Oil Trust was formed in August 2006, by MV Partners, LLC, which we refer to as "MV Partners." Immediately prior to the closing of
this offering, MV Partners will convey a term net profits interest to the trust that represents the right to receive 80% of the net proceeds
(calculated as described below) from all of MV Partners' interests in oil and natural gas properties as of the date of the conveyance of the net
profits interest to the trust, which we refer to as the "net profits interest." These properties are located in the Mid-Continent region in the States
of Kansas and Colorado. We refer to MV Partners' net interests in such properties, after deduction of all royalties and other burdens on
production thereon as of the date of the conveyance of the net profits interest to the trust, as the "underlying properties." As of June 30, 2006,
the underlying properties produced predominantly oil from approximately 985 wells, and the projected reserve life of the underlying properties
was in excess of 50 years. Based on the reserve report, the net profits interest would entitle the trust to receive net proceeds from the sale of
production of 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the
underlying properties expected to be produced during the term of the trust. Of these reserves, approximately 85% were classified as proved
developed producing reserves as of June 30, 2006. Production from the underlying properties for the year ended December 31, 2005, was
approximately 98% oil and approximately 2% natural gas and natural gas liquids. The underlying properties are all located in mature fields that
are characterized by long production histories and numerous additional development opportunities to help reduce the natural decline in
production from the underlying properties. See "—Planned Development and Workover Program" for a summary of MV Partners' development
plans.

      The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced
from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net
proceeds from the underlying properties pursuant to the net profits interest). The gross proceeds used to calculate the net profits interest will be
based on prices realized for oil, natural gas and natural gas liquids attributable to the underlying properties for each calendar quarter during the
term of the net profits interest. MV Partners will deduct from the gross proceeds all hedge payments made by MV Partners to hedge contract
counterparties upon monthly settlements of existing hedge contracts and derivatives to which MV Partners is a party at the time of the closing
of this offering, which we refer to as the "hedge contracts." In addition, immediately prior to the closing of this offering, MV Partners will
assign to the trust the right to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements
of the hedge contracts. In calculating the net proceeds used to calculate the net profits interest, MV Partners will deduct from the gross
proceeds from the underlying properties all lease operating expenses, maintenance expenses and capital expenditures (including the cost of
workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures (which
reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs and production and property taxes paid
by MV

                                                                          1
Partners. For a more complete description of the calculation of net proceeds, see "Computation of Net Proceeds."

      Net proceeds payable to the trust will depend upon production quantities, sales prices of oil, natural gas and natural gas liquids, and costs
to develop and produce the oil, natural gas and natural gas liquids. If at any time costs should exceed gross proceeds, neither the trust nor the
trust unitholders would be liable for the excess costs; the trust, however, would not receive any net proceeds until future net proceeds exceed
the total of those excess costs, plus interest at the prime rate. For the nine months ended September 30, 2006, lease operating expenses were
$11.06 per Boe, and lease maintenance expenses, lease overhead and production and property taxes were $7.68 per Boe, for an aggregate lifting
cost of $18.74 per Boe. As substantially all of the underlying properties are located in mature fields, MV Partners does not expect future costs
for the underlying properties to change significantly as compared to recent historical costs other than increases due to increases in the cost of
oilfield services generally.

      The trust will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deduction of fees and expenses for
the administration of the trust, to holders of its trust units during the term of the trust. The first quarterly distribution is expected to be made on
or about January 25, 2007, with respect to net proceeds from production collected from the closing of this offering until December 31, 2006,
together with 80% of all amounts payable to MV Partners from hedge contract counterparties during such period resulting from the monthly
settlements of the hedge contracts. In addition, in connection with the trust's first quarterly distribution, MV Partners will pay the trust an
amount equal to the amount that would have been payable to the trust as of the closing of this offering had the net profits interest been in effect
with respect to all production from the underlying properties since July 1, 2006. Furthermore, this cash payment by MV Partners will include
80% of all amounts paid to MV Partners from hedge contract counterparties for settlements related to the period from July 1, 2006 to the
closing of this offering. As a result of the long period of time that will be included in the first quarterly distribution, subsequent quarterly
distributions are likely to be less than the initial distribution. Because payments to the trust will be generated by depleting assets and the trust
has a finite life with the production from the underlying properties diminishing over time, a portion of each distribution will represent a return
of your original investment.

      For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per
barrel of oil that hedge approximately 82% to 86% of expected production from the proved developed producing reserves attributable to the
underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from
$63 to $71 per barrel of oil that hedge approximately 80% of expected production from the proved developed producing reserves attributable to
underlying properties in the reserve report. These hedge contracts should reduce the commodity price-related risks inherent in holding interests
in oil, a commodity that has historically been characterized by significant price volatility, during the term of the hedge contracts.

     The business and affairs of the trust will be managed by the trustee, and MV Partners and its affiliates have no ability to manage or
influence the operations of the trust. The properties comprising the underlying properties for which MV Partners is designated as the operator
are currently operated on a contract operator basis by Vess Oil Corporation, which we refer to as "Vess Oil," and Murfin Drilling
Company, Inc., which we refer to as "Murfin Drilling," each of which is an affiliate of MV Energy, LLC, the sole manager of MV Partners.

Summary of Risk Factors

    An investment in the trust units involves risks associated with fluctuations in energy commodity prices, the operation of the underlying
properties, certain regulatory and legal matters, the structure of

                                                                           2
the trust and the tax characteristics of the trust units. The following list of factors is not exhaustive. Please read carefully these risks and other
risks described under "Risk Factors."

     •
             The amounts of cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas
             liquid prices.

     •
             Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash
             distributions by the trust and the value of the trust units.

     •
             Risks associated with the production, gathering, transportation and sale of oil, natural gas and natural gas liquids could adversely
             affect cash distributions by the trust.

     •
             The trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the
             underlying properties. As a result, public trust unitholders will have no ability to influence the operation of the underlying
             properties.

     •
             Shortages of oil field equipment, services and qualified personnel available to MV Partners could reduce the amount of cash
             available for distribution.

     •
             MV Partners may transfer all or a portion of the underlying properties at any time, subject to specified limitations, and MV
             Partners may abandon individual wells or properties that it reasonably believes to be uneconomic. Under these circumstances, trust
             unitholders will have no ability to prevent MV Partners from transferring the underlying properties to another operator, even if the
             trust unitholders do not believe that operator would operate the underlying properties in the same manner as MV Partners.

     •
             The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over
             time. Furthermore, the trust is precluded from acquiring other oil and natural gas properties or net profits interests to replace the
             depleting assets and production.

     •
             The amount of cash available for distribution by the trust will be reduced by the amount of any production and development costs,
             taxes, costs and payments made with respect to the hedge contracts, capital expenditures and post-production costs.

     •
             The trustee may, under certain circumstances, sell the net profits interest and dissolve the trust prior to the expected termination of
             the trust. As a result, trust unitholders may not recover their investment.

     •
             The disposal by the two members of MV Partners of their remaining trust units may reduce the market price of the trust units.

     •
             There has been no public market for the trust units and no independent appraisal of the value of the net profits interest has been
             performed.

     •
             The market price for the trust units may not reflect the value of the net profits interest held by the trust.

     •
             Conflicts of interest could arise between MV Partners and the trust unitholders.

     •
    The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders.

•
    Trust unitholders have limited ability to enforce provisions of the net profits interest.

•
    Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under Delaware law.

•
    The operations of the properties comprising the underlying properties may result in significant costs and liabilities with respect to
    environmental and operational safety matters, which could reduce the amount of cash available for distribution to trust unitholders.

                                                                 3
      •
               The operations of the properties comprising the underlying properties are subject to complex federal, state, local and other laws
               and regulations that could adversely affect the cash distributions to the trust unitholders.

      •
               The trust has not obtained a ruling from the IRS regarding the tax treatment of ownership of the trust units. If the IRS were to
               determine that the trust is not a "grantor trust" for federal income tax purposes, the trust unitholders may receive different and less
               advantageous tax treatment than that described in this prospectus.

      •
               The trust's net profits interest may be characterized as an executory contract in bankruptcy, which could be rejected in bankruptcy,
               thus relieving MV Partners from its obligations to make payments to the trust with respect to the net profits interest.

      •
               If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust.

      •
               The trust's receipt of payments based on the hedge contracts depends upon the financial position of the hedge contract
               counterparties. A default by any of the hedge contract counterparties could reduce the amount of cash available for distribution to
               the trust unitholders.

Structure of the Trust

      The trust will issue 11,500,000 units to MV Partners prior to the completion of this offering, and MV Partners will sell approximately 65%
of these units in this offering, or MV Partners and its two members will sell a combined 75% if the underwriters' option to purchase additional
trust units from the members is exercised in full.

    The following chart shows the relationship of MV Partners, the trust and the public trust unitholders, assuming no exercise of the
underwriters' option to purchase additional trust units.




(1)
          In connection with the closing of this offering, the trust will issue 11,500,000 trust units to MV Partners. MV Partners is offering
          7,500,000 trust units to the public pursuant to this offering. Immediately following the closing of this offering, MV Partners intends to
          sell at the initial public offering price the remaining 4,000,000 trust units to its two members, MV Energy, LLC, which we refer to as
          "MV Energy," and VAP-I, LLC, which we refer to as "VAP-I," in exchange for cash in

                                                                            4
      the amount of $8.0 million and promissory notes. The underwriters may exercise their option to purchase up to 1,125,000 trust units in the
      aggregate at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this
      prospectus from MV Energy and VAP-I on a pro rata basis.

(2)
        Represents MV Partners' interests in the properties comprising the underlying properties. MV Partners' interests in the properties
        comprising the underlying properties on average consist of an approximate 94.6% working interest in the leasehold interests to which
        the underlying properties relate (and, after taking into account royalty interests and other non-working interests, an approximate 83.6%
        net revenue interest in the oil and natural gas properties to which the underlying properties relate).

The Underlying Properties

      The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties after deduction of all royalties and
other burdens on production thereon as of the date of conveyance of the net profits interest to the trust. These oil and natural gas properties
consist of approximately 985 producing oil and natural gas wells on approximately 202 leases. MV Partners acquired the underlying properties
in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties from a major oil and gas
company, and the second of which was in 1999 when it acquired the remaining portion of the underlying properties from a large independent
oil and natural gas company. As of June 30, 2006, proved reserves attributable to the underlying properties, as estimated in the reserve report,
were approximately 18.7 MMBoe with a PV-10 of $358.7 million. During the nine months ended September 30, 2006, average net daily
production from the underlying properties was 2,883 Boe per day. MV Partners' interests in the properties comprising the underlying properties
require MV Partners to bear its proportionate share, along with the other working interest owners, of the costs of development and operation of
such properties. Affiliates of MV Partners are currently the operators or contract operators of substantially all of the underlying properties.
Based on the reserve report, the net profits interest would entitle the trust to receive net proceeds from the sale of production of approximately
11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying properties
expected to be produced during the term of the net profits interest. The reserves attributable to the underlying properties include all reserves
expected to be economically produced during the life of the properties, whereas the trust is entitled to only receive 80% of the net proceeds
from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits
interest.

     MV Partners' interest in the underlying properties after deducting the net profits interest entitles it to 20% of the net proceeds from the sale
of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits interest and all
of the net proceeds thereafter. The trust units retained by the two members of MV Partners, which represent approximately 35% of the trust
units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units, are subject to
lock-up arrangements. See "Trust Units Eligible for Future Sale—Lock-up Agreements." MV Partners believes that its retained ownership
interests in the underlying properties and its members' ownership of trust units, which collectively entitle MV Partners and its members to
receive 48% of the net proceeds from the underlying properties, will provide sufficient incentive to operate (or cause to be operated) and
develop the oil and natural gas properties comprising the underlying properties in an efficient and cost-effective manner. In addition, MV
Partners has agreed to use commercially reasonable efforts to cause the operators of the underlying properties to operate these properties in the
same manner it would if these properties were not burdened by the net profits interest.

                                                                           5
Major Producing Areas

      As of June 30, 2006, approximately 76% of the proved reserves attributable to the underlying properties and 62% of the net acres included
in the underlying properties are located in the El Dorado Area, which is located in southeastern Kansas, and in the Northwest Kansas Area. The
underlying properties are all located in mature fields that are characterized by long histories and numerous additional development
opportunities to help reduce the natural decline in production from the underlying properties. See "—Planned Development and Workover
Program" for a summary of MV Partners' development plans. Approximately 98% of the future production from the underlying properties is
expected to be oil and the remaining production is expected to be natural gas and natural gas liquids.

     •
            El Dorado Area. As of June 30, 2006, proved reserves attributable to the underlying properties in the El Dorado Area were 6.1
            MMBoe. The underlying properties in this area cover approximately 15,405 gross acres (15,393 net acres) in southeastern Kansas.
            The underlying properties are located in the El Dorado, Augusta and Valley Center Fields. The El Dorado Area has produced more
            than 370 MMBbls of oil since 1914. Wells in this area produce from a variety of productive zones and primarily from formations
            of less than 3,000 feet in depth. During the nine months ended September 30, 2006, the average net daily production for the
            underlying properties in this area was approximately 883 Bbls of oil.

     •
            Northwest Kansas Area. As of June 30, 2006, proved reserves attributable to the underlying properties in the Northwest Kansas
            Area were 8.2 MMBoe. The underlying properties in this area cover approximately 11,885 gross acres (11,840 net acres) in the
            Bemis-Shutts, Trapp, Ray and Hansen Fields located in Ellis, Russell and Phillips Counties, Kansas. These fields have produced
            more than 530 MMBbls of oil since 1928. Wells in this area produce from a variety of productive zones and primarily from
            formations of less than 4,500 feet in depth. During the nine months ended September 30, 2006, the average net daily production for
            the underlying properties in this area was approximately 1,237 Bbls of oil.

Planned Development and Workover Program

     Since acquiring the underlying properties in 1998 and 1999, MV Partners has implemented a development program on the properties
comprising the underlying properties to further develop proved undeveloped reserves and help reduce the natural decline in production. These
activities included recompletion of certain existing wells into new producing horizons, the drilling of infill development wells, 3-D seismic
surveys, workover programs and implementing new technologies in various projects.

     MV Partners expects total capital expenditures for the underlying properties during the next five years will be approximately $17 million.
Of this total, MV Partners contemplates spending approximately $12.8 million to drill approximately 65 development wells in ten project areas
and approximately $4.1 million for recompletions and workovers of existing wells. MV Partners expects that these capital projects will add
production that will partially reduce the natural decline in production otherwise expected to occur with respect to the underlying properties, as
described in more detail below. The trust is not directly obligated to pay any portion of any capital expenditures made with respect to the
underlying properties; however, capital expenditures made by MV Partners with respect to the underlying properties will be deducted from the
gross proceeds in calculating the net proceeds from which cash will be paid to the trust. As a result, the trust will indirectly bear an 80%
(subject to certain limitations during the final three years of the trust, as described below) share of any capital expenditures made with respect
to the underlying properties. Accordingly, higher or lower capital expenditures will, in general, directly decrease or increase, respectively, the
cash received by the trust in respect of its net profits interest. As the cash received by the trust in respect of the net profits interest will be
reduced by the trust's pro rata share of these capital expenditures, MV Partners expects that it

                                                                         6
will incur capital expenditures with respect to the underlying properties throughout the term of the trust on a basis that balances the impact of
the capital expenditures on current cash distributions to the trust unitholders with the longer term benefits of increased oil and natural gas
production expected to result from the capital expenditures. In addition, MV Partners may establish a capital reserve of up to $1.0 million in the
aggregate at any given time to reduce the impact on distributions of uneven capital expenditure timing.

     MV Partners, as the operator of the underlying properties, is entitled to make all determinations related to capital expenditures with respect
to the underlying properties, and there are no limitations on the amount of capital expenditures that MV Partners may incur with respect to the
underlying properties, except as described below. As the trust unitholders would not be expected to fully realize the benefits of capital
expenditures made with respect to the underlying properties towards the end of the term of the trust, during each twelve-month period
beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties
and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest), capital expenditures that may be taken into account in
calculating net proceeds attributable to the net profits interest will be limited to the average annual capital expenditures during the preceding
three years, as adjusted for inflation. See "Computation of Net Proceeds—Net Profits Interest."

MV Partners

      MV Partners is a privately-held limited liability company engaged in the exploration, development, production, gathering, aggregation and
sale of oil and natural gas from properties located in Kansas and eastern Colorado. MV Partners was formed in August 2006 as a result of the
conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties
and related assets located in Kansas and eastern Colorado from a major oil and gas company. MV Energy, LLC, which was also formed in
1998, serves as the sole manager of MV Partners and was previously the general partner of MV Partners, LP until its conversion into a limited
liability company in August 2006. MV Energy is owned equally by Vess Acquisition Group, L.L.C. and Murfin, Inc. Vess Oil and Murfin
Drilling operate the properties held by MV Partners for which MV Partners is designated as the operator. Vess Oil and Murfin Drilling have
collectively operated oil and natural gas properties in Kansas for more than 70 years and, according to the 2005 Kansas Geological Survey,
were the largest and the third largest operators of oil properties in Kansas, respectively, measured by production. As of June 30, 2006, MV
Partners held interests in approximately 985 gross (902 net) producing wells, and proved reserves of the underlying properties were
approximately 18.7 MMBoe.

     For the year ended December 31, 2005, MV Partners had revenues and net income of $36.2 million and $13.1 million, respectively. For
the nine months ended September 30, 2006, MV Partners had revenues and net income of $35.5 million and $13.6 million, respectively,
compared to revenues and net income for the nine months ended September 30, 2005 of $25.8 million and $8.8 million, respectively. As of
September 30, 2006, MV Partners had total assets of $72.9 million and total liabilities of $106.4 million, including bank debt outstanding of
$83.0 million. As of June 30, 2006, the underlying properties owned by MV Partners had a PV-10 of $358.7 million. Giving pro forma effect to
the offering of the trust units contemplated by this prospectus and the application of the net proceeds as described in "Use of Proceeds," as of
September 30, 2006, MV Partners would have had total assets of $51.0 million and total liabilities of $164.5 million, including bank debt
outstanding of $25.0 million.

     The address of MV Partners is 250 N. Water, Suite 300, Wichita, Kansas 67202 and its telephone number is (316) 267-3241.

                                                                        7
Key Investment Considerations

    The following are some key investment considerations related to the underlying properties, the net profits interest and the trust units:

    •
           Strong Oil Pricing Fundamentals. Substantially all of the production from the underlying properties consists of crude oil. Crude
           oil prices have increased substantially during the last several years, primarily due to increased demand for crude oil on a
           worldwide basis without a corresponding increase in crude oil production. In addition, geopolitical instability and military conflicts
           in certain significant oil producing nations have led to supply interruptions and increased uncertainty regarding the levels of future
           supplies of crude oil. MV Partners has entered into hedge contracts with respect to a large portion of its total estimated oil
           production from the underlying properties during 2006 through 2010 which hedge contracts are intended to provide returns to
           unitholders and reduce the fluctuations in cash distributions to unitholders resulting from fluctuations in crude oil prices. As these
           hedge contracts cease to exist thereafter, unitholders' exposure to fluctuations in commodity prices, particularly fluctuations in
           crude oil prices, will increase. Under the terms of the conveyance, MV Partners will be prohibited from entering into hedging
           arrangements covering the oil and natural gas production from the underlying properties following the completion of this offering.

    •
           Long-Lived Oil-Producing Properties. Oil-producing properties in the Mid-Continent region have historically had stable
           production profiles and generally had long-lived production, often with total economic lives in excess of 100 years. Since MV
           Partners acquired the underlying properties in 1998 and 1999, proved reserves attributable to the underlying properties have
           remained relatively stable, ranging from approximately 24.3 MMBoe as of December 31, 1999, to approximately 18.7 MMBoe as
           of June 30, 2006. Based on the reserve report, production from the underlying properties is expected to decline at an average
           annual rate of approximately 3.5% over the next 20 years assuming no additional development drilling or other capital
           expenditures are made after 2010 on the underlying properties.

    •
           Substantial Proved Developed Producing Reserves. Proved developed producing reserves are the most valuable and lowest risk
           category of reserves because production has already commenced and the reserves do not require significant future development
           costs. Proved developed producing reserves attributable to the underlying properties represent approximately 88% of the
           discounted present value of estimated future net revenues from the underlying properties.

    •
           Ongoing Development Activities. MV Partners has identified multiple locations on the underlying properties where it intends to
           drill new infill wells and recomplete existing wells into new horizons in the future. See "—Planned Development and Workover
           Program" for a summary of MV Partners' development plans. These locations are currently classified as proved undeveloped
           reserves on the reserve report. If these wells are successfully completed, the additional production from these wells could help
           reduce the natural decline in production from the underlying properties. Any additional revenue received by MV Partners from this
           additional production could have the effect of increasing future distributions to the trust unitholders. In addition, because many of
           these wells are drilled to a shallow depth or involve the use of existing wellbores, the cost of drilling these wells is generally less
           than the cost of a typical development well.

    •
           Operational Control. The right to operate an oil and natural gas lease is important because the operator can control the timing
           and amount of discretionary expenditures for operational and development activities. MV Partners is designated as the operator of
           approximately 96% of the underlying properties, based on the discounted present value of estimated future net revenues. Vess Oil
           and Murfin Drilling, each of which is an affiliate of MV Partners, operate, on a contract basis, the underlying properties for which
           MV Partners is designated as the operator.

                                                                        8
     •
             Aligned Interests of Sponsor. Following the closing of this offering, MV Partners and its members will be entitled to receive
             48% of the net proceeds attributable to the sale of oil, natural gas and natural gas liquids produced from the underlying properties,
             assuming no exercise of the underwriters' option to purchase additional trust units. This 48% interest will consist of (1) the 20% of
             the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties that
             is retained by MV Partners after transferring to the trust the net profits interest and (2) the ownership by the members of MV
             Partners of approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters'
             option to purchase additional trust units.

     •
             Downside Oil Price Protection During the First Five Years of the Trust. The gross proceeds will be based on the market prices
             realized for oil, natural gas and natural gas liquids produced from the underlying properties net of all payments made by MV
             Partners to hedge contract counterparties upon monthly settlements of the hedge contracts that relate to a portion of the anticipated
             oil production attributable to the underlying properties. In addition, the trust will be entitled to receive 80% of all amounts payable
             to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. For the years 2006, 2007 and
             2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that
             hedge approximately 82% to 86% of expected production from the proved developed producing reserves attributable to the
             underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices
             ranging from $63 to $71 per barrel of oil that hedge approximately 80% of expected production from the proved developed
             producing reserves attributable to underlying properties in the reserve report. These hedge contracts should reduce the commodity
             price-related risks inherent in holding interests in oil, a commodity that has historically been characterized by significant price
             volatility, during the term of the hedge contracts.

     •
             Diversified Well Locations. The proved reserves attributable to the underlying properties are allocated among approximately
             985 producing wells located in 20 counties in Kansas and Colorado. As a result, the loss of production from any one well or group
             of wells is not likely to have a material adverse effect on the net proceeds from the sale of production that are allocable to the trust.



Summary Proved Reserves

      Summary Proved Reserves of Underlying Properties and Net Profits Interest. As of June 30, 2006, estimated proved reserves
attributable to the underlying properties were approximately 98% oil and 2% natural gas and natural gas liquids, based on the reserve report.
The following table sets forth, as of June 30, 2006, certain estimated proved oil, natural gas and natural gas liquid reserves, estimated future net
revenues and the discounted present value thereof attributable to the underlying properties and the net profits interest, in each case derived from
the reserve report. The reserve report was prepared by Cawley, Gillespie & Associates, Inc. in accordance with criteria established by the
Securities and Exchange Commission, or SEC. Proved reserves reflected in the table below for the underlying properties and the net profits
interest are based on oil, natural gas and natural gas liquid prices realized by MV Partners as of June 30, 2006, which were $70.68 per Bbl of
oil, $5.07 per Mcf of natural gas and $56.37 per Bbl of natural gas liquids. Oil equivalents in the table are the sum of the Bbls of oil, the Boe of
the stated Mcfs of natural gas, calculated on the basis that six Mcfs of natural gas is the energy equivalent of one Bbl of oil, and the Boe of the
stated Bbls of natural gas liquids, calculated on the basis that 1.54 Bbls of natural gas liquids is the energy equivalent of one Bbl of oil. The
estimated future net revenues attributable to the net profits interest as of June 30, 2006, are net of the trust's proportionate share of all estimated
costs deducted from revenue pursuant to the terms of the conveyance creating the net profits interest and include only the reserves attributable
to the

                                                                          9
underlying properties that are expected to be produced within the term of the net profits interest. The estimated future net revenues from proved
reserves also gives effect to the impact of the hedge contracts on the price received in connection with the sale of oil production from the
underlying properties. The reserve report is included as Appendix A to this prospectus.

                                                                                                        Estimated Future Net Revenues
                                                      Proved Reserves                                       from Proved Reserves

                                                                Natural Gas         Oil
                                             Natural Gas          Liquids        Equivalent
                              Oil (MBbl)      (MMcf)              (MBbl)          (MBoe)            Undiscounted               Discounted(1)

                                                                                                      (in thousands, except per unit data)


Underlying properties
(100%)(2)                       18,424              1,422                106          18,730    $           784,132       $             358,737
Underlying properties
(80%)(3)                        11,302              1,006                 71          11,516    $           523,423       $             278,629
Net profits interest(4)          7,318                683                 48           7,463    $           523,423       $             278,629
Amount per trust unit(5)            —                  —                  —               —     $             45.52       $               24.23


(1)
       The present values of estimated future net revenues for the underlying properties and the net profits interest were determined using a
       discount rate of 10% per annum. As of June 30, 2006, MV Partners was structured as a limited partnership. Accordingly, no provision
       for federal or state income taxes has been provided because taxable income was passed through to the members of MV Partners.
       Therefore, the standardized measure of the underlying properties is equal to the PV-10, which totaled $358.7 million as of June 30,
       2006.

(2)
       Reserve volumes and estimated future net revenues for the underlying properties reflect volumes and revenues attributable to MV
       Partners' interest in the properties comprising the underlying properties.

(3)
       Reflects 80% of proved reserves attributable to the underlying properties expected to be produced within the term of the net profits
       interest based on the reserve report. Estimated future net revenues from proved reserves takes into account future estimated costs that
       are deducted in calculating net proceeds.

(4)
       Proved reserves for the net profits interest are calculated as (x) 80% of proved reserves of the underlying properties less (y) reserve
       quantities of a sufficient value to pay 80% of the future estimated costs that are deducted in calculating net proceeds. Accordingly,
       proved reserves for the net profits interest reflect quantities expected to be produced during the term of the net profits interest that are
       calculated after reductions for future costs and expenses based on price and cost assumptions used in the reserve estimates. Estimated
       future net revenues from proved reserves takes into account future estimated costs that are deducted in calculating net proceeds.

(5)
       Assumes 11,500,000 trust units outstanding.

                                                                          10
      Annual Production Attributable to Net Profits Interest. The following graph shows estimated monthly production of total proved
reserves attributable to the net profits interest during the term of the net profits interest based upon the pricing and other assumptions set forth
in the reserve report. This graph presents the total proved reserves broken down by three reserve categories: proved developed producing,
proved developed non-producing and proved undeveloped reserves, which demonstrates the impact of developmental drilling and well
re-completion and workover activities that MV Partners expects to undertake with respect to the underlying properties within the next five
years. For a description of MV Partners' planned development, workover and recompletion programs over the next five years, see
"The Underlying Properties—Planned Development and Workover Program."

                                          Estimated Annual Production of Proved Reserves
                                               Attributable to the Net Profits Interest




                                                                         11
 Historical Results from the Underlying Properties

     The selected financial data presented below should be read in conjunction with the audited statements of historical revenues and direct
operating expenses and the unaudited statements of historical revenues and direct operating expenses of the underlying properties, the related
notes and "Discussion and Analysis of Historical Results of the Underlying Properties" included elsewhere in this prospectus. The following
table sets forth revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying
properties for the three years in the period ended December 31, 2005, and for the nine-month periods ended September 30, 2005 and 2006,
derived from the underlying properties' audited and unaudited statements of historical revenues and direct operating expenses included
elsewhere in this prospectus. The unaudited statements were prepared on a basis consistent with the audited statements and, in the opinion of
MV Partners, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the revenues, direct
operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the periods presented.

                                                                                                                 Nine months ended
                                                                    Year ended December 31,                        September 30

                                                            2003             2004              2005            2005             2006

                                                                                          (in thousands)


Revenues:
  Oil sales                                             $    34,610 $          44,364 $           57,353 $       41,971 $             50,061
  Natural gas sales                                             562               571                609            373                  432
  Natural gas liquid sales                                      247               294                312            220                  247
  Hedge and other derivative activity                        (7,383 )         (14,403 )          (22,319 )      (16,825 )            (15,459 )

       Total                                                 28,036            30,826             35,955         25,739              35,281

Direct operating expenses:
   Lease operating expenses                                  10,156            10,430             11,307          8,440                8,702
   Lease maintenance                                          1,334             1,454              1,916          1,385                1,598
   Lease overhead                                             2,047             2,015              2,068          1,533                1,655
   Production and property tax                                1,322             1,389              1,867          1,404                2,794

       Total                                                 14,859            15,288             17,158         12,762              14,749

Excess of revenues over direct operating expenses       $    13,177     $      15,538     $       18,797   $     12,977    $         20,532


      MV Partners has historically entered into certain hedging arrangements and other derivatives to reduce the exposure of the revenues from
oil production for the underlying properties to fluctuations in crude oil prices. In addition, MV Partners was required under the terms of its
original agreement of limited partnership to hedge approximately 80% of its expected annual proved producing reserves. As a result of the
repurchase of the limited partner interest in MV Partners in 2005 as described in "MV Partners," this requirement is no longer in effect. From
2003 to 2005, approximately 70% to 74% of the actual oil production volumes were subject to these hedging arrangements with settlement
prices ranging from $20.10 to $33.60 per barrel. During that same period, the average NYMEX price per barrel of crude oil was between
$31.07 and $56.67. These hedging arrangements have now expired and will not impact the amount of cash available for distribution to the trust.
The settlement prices of the existing hedge contracts range from $56 to $71 and are more consistent with current crude oil prices. The
following table sets forth the excess of revenues over direct operating expenses for the underlying properties, excluding the effects of hedges
and other derivative activity, for the years ended December 31, 2003, 2004 and 2005 and for the nine months ended September 30, 2005 and
2006. Although not prescribed by generally accepted accounting principles, MV Partners believes the presentation of this information is
relevant and useful because it helps investors in the trust units

                                                                       12
understand the operating performance of the underlying properties unaffected by these hedging arrangements and other derivatives, which have
now expired. The management of MV Partners uses this information for similar purposes. These amounts should not be considered in isolation
from or as a substitute for any other financial measure.

                                                                                                                        Nine months ended
                                                                     Year ended December 31,                              September 30,

                                                              2003               2004                  2005           2005                  2006

                                                                                               (in thousands)


Excess of revenues over direct operating expenses        $     13,177       $      15,538      $        18,797    $     12,977       $          20,532
Hedge and other derivative activity                             7,383              14,403               22,319          16,825                  15,459

Excess of revenues over direct operating expenses
excluding hedge and other derivative activity            $     20,560       $      29,941      $        41,116    $     29,802       $          35,991

     Under the terms of the conveyance of the net profits interest, all lease operating expenses, maintenance expenses and capital expenditures
(including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital
expenditures (which reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs, production and
property taxes paid by MV Partners will be deducted from the gross proceeds derived from the sale of production from the underlying
properties and any payments made by MV Partners under the hedge contracts will be included for purposes of determining the amount of the
quarterly net profits interest payment to be made to the trust. In addition, the trust will be entitled to receive 80% of all amounts payable to MV
Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. Trust unitholders are not obligated to bear any
administrative expenses of MV Partners, except that the trust has entered into an administrative services agreement with MV Partners pursuant
to which MV Partners has agreed to perform specified administrative services on behalf of the trust, for which MV Partners will be paid an
annual fee of $60,000, increasing at 4% per year beginning in January 2007. See "Computation of Net Proceeds" and "Description of the Trust
Agreement."

     The following table provides oil and natural gas sales volumes, average sales prices and capital expenditures relating to the underlying
properties for the three years in the period ended December 31, 2005, and for the nine-month periods ended September 30, 2005 and 2006.
Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and
other derivative activity.

                                                                                                                      Nine months ended
                                                                            Year ended December 31,                     September 30,

                                                                     2003               2004             2005         2005               2006

Operating data:
  Sales volumes:
      Oil (MBbls)                                                       1,198            1,127            1,058          788                771
      Natural gas (MMcf)                                                  116              104               89           64                 76
  Average prices:
      Oil (per Bbl)                                              $      28.89     $      39.37     $      54.21   $    53.25     $        64.91
      Natural gas (per Mcf)                                      $       4.84     $       5.51     $       6.83   $     5.86     $         5.68
Capital expenditures (in thousands):
  Property acquisition                                           $      1,108     $      1,380     $      1,895   $    1,388     $        1,051
  Well development                                                        172              297              381          350                131

      Total                                                      $      1,280     $      1,677     $      2,276   $    1,738     $        1,182

                                                                         13
Summary Projected Cash Distributions

      The following table sets forth a projection of cash distributions to holders of trust units who own trust units as of the record date for the
distribution related to oil, natural gas and natural gas liquid production for the first quarter of 2007 and continue to own those trust units
through the record date for the cash distribution payable with respect to oil, natural gas and natural gas liquid production for the last quarter of
2007. The table also reflects the methodology for calculating the projected cash distribution. The cash distribution projections were prepared by
MV Partners for the twelve months ending December 31, 2007, on an accrual of production basis based on the hypothetical assumptions that
are described below and in "Projected Cash Distributions—Significant Assumptions Used to Prepare the Projected Cash Distributions."

      MV Partners does not as a matter of course make public projections as to future sales, earnings or other results. However, the management
of MV Partners has prepared the projected financial information set forth below to present the projected cash distributions to the holders of the
trust units based on the estimates and hypothetical assumptions described below. The accompanying unaudited projected financial information
was generally prepared with a view toward complying with the guidelines established by the American Institute of Certified Public
Accountants, which we refer to as the "AICPA." The preparation of the projected financial information diverged from the AICPA's guidelines,
however, in that the AICPA recommends that projected financial information not be presented to persons who do not have the opportunity to
negotiate directly with the preparer of such information.

     In the view of MV Partners' management, the accompanying unaudited projected financial information was prepared on a reasonable basis
and reflects the best currently available estimates and judgments of MV Partners related to oil, natural gas and natural gas liquid production,
operating expenses and capital expenses, based on:

     •
            the oil, natural gas and natural gas liquid production estimates contained in the reserve report included as Appendix A to this
            prospectus; and

     •
            the lease operating expenses, lease maintenance and development expenses, lease overhead expenses, production and property
            taxes and hedge settlement expenses for the twelve months ending December 31, 2007, contained in the reserve report.

      The projected financial information was also based on the hypothetical assumption that prices for oil, natural gas and natural gas liquids
remain constant during the twelve months ending December 31, 2007, at First Call consensus price forecasts for 2007 as of August 3, 2006,
which were $63.04 per Bbl of oil and $8.08 per Mcf of natural gas (which prices exclude the effects of financial hedging arrangements).
Because there is no First Call consensus price for natural gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the
price used in the projected cash distribution table for oil, which is consistent with the historical pricing realized by MV Partners for natural gas
liquids and is the methodology used in the reserve report. These hypothetical prices were adjusted to take into account MV Partners' estimate of
the basis differential (based on location and quality of the production) between published prices and the prices actually received by MV
Partners. Actual prices paid for oil, natural gas and natural gas liquids expected to be produced from the underlying properties in 2007 will
likely differ from these hypothetical prices due to fluctuations in the prices generally experienced with respect to the production of oil, natural
gas and natural gas liquids, and such prices may be higher or lower than utilized for purposes of the projected financial information. For
example, the published average monthly closing NYMEX crude oil spot price per Bbl was $68.22 for the nine months ended September 30,
2006, with the monthly closing prices ranging from $61.41 to $74.40 during such period. See "Risk Factors—The amounts of the cash
distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices."

                                                                        14
      MV Partners utilized these production estimates, hypothetical oil, natural gas and natural gas liquid prices and cost estimates in preparing
the projected financial information. This methodology is consistent with the requirements of the SEC for estimating oil, natural gas and natural
gas liquid reserves and discounted present value of future net revenues attributable to the net profits interest, other than the use of First Call
consensus price forecasts rather than the use of constant prices based on the prices in effect at the time of the reserve estimate as required by the
rules and regulations of the SEC. The actual production amounts, commodity prices and costs for 2007, however, are not known for certain,
and the projected financial information should not be relied upon as being necessarily indicative of future results. Readers of this prospectus are
cautioned not to place undue reliance on the projected financial information.

     Neither MV Partners' independent auditors, nor any other independent accountants, have compiled, examined or performed any
procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of
assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial
information.

     The projections and the estimates and hypothetical assumptions on which they are based are subject to significant uncertainties, many of
which are beyond the control of MV Partners or the trust. Actual cash distributions to trust unitholders, therefore, could vary significantly
based upon events or conditions occurring that are different from the events or conditions assumed to occur for purposes of these
projections. Cash distributions to trust unitholders will be particularly sensitive to fluctuations in oil, natural gas and natural gas liquid prices.
See "Risk Factors—The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and
natural gas liquid prices." As a result of typical production declines for oil and natural gas properties, production estimates generally
decrease from year to year, and the projected cash distributions shown in the table below are not necessarily indicative of distributions
for future years. See "Projected Cash Distributions—Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid
Production," which shows projected effects on cash distributions from hypothetical changes in oil production. Because payments to the trust
will be generated by depleting assets and the trust has a finite life with the production from the underlying properties diminishing over time, a
portion of each distribution will represent a return of your original investment. See "Risk Factors—The reserves attributable to the underlying
properties are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from acquiring
other oil and natural gas properties or net profits interests to replace the depleting assets and production."

                                                                          15
                                                                                       Projection for Twelve Months
                                                                                        Ending December 31, 2007,
                                                                                       Based on Oil, Natural Gas and
                                                                                            Natural Gas Liquid
                         Projected Cash Distributions                                  Production in Reserve Report

                                                                                    (dollars in thousands, except per Bbl,
                                                                                         Mcf and per unit amounts)


                         Underlying Properties sales volumes:
                           Oil (MBbls)                                                                            1,104.0
                           Natural gas (MMcf)                                                                       131.5
                           Natural gas liquids (MBbls)                                                                8.6
                         Assumed sales price:
                           Oil (per Bbl)                                        $                                    58.74
                           Natural gas (per Mcf)                                $                                     6.85
                           Natural gas liquids (Bbls)                           $                                    46.84
                         Calculation of net proceeds:
                           Gross proceeds:
                              Oil sales                                         $                                  64,846
                              Natural gas sales                                                                       901
                              Natural gas liquid sales                                                                405
                              Payments made to settle hedge contracts                                                (908 )

                                     Total                                      $                                  65,244

                            Costs:
                              Lease operating expenses                          $                                  11,727
                              Lease maintenance and development expenses                                            5,135
                              Lease overhead expenses                                                               2,239
                              Production and property taxes                                                         2,477

                                     Total                                      $                                  21,578

                         Net proceeds                                           $                                  43,666

                         Percentage allocable to net profits interest                                                  80 %
                         Net proceeds to trust from net profits interest        $                                  34,933

                         Amounts payable to MV Partners to settle hedge
                         contracts                                              $                                      550
                         Percentage allocable to trust                                                                  80 %
                         Payments to trust from hedge contracts                                                        440

                         Total cash proceeds to trust                                                              35,373

                         Trust administrative expenses                                                                 662

                         Projected cash distribution on trust units             $                                  34,711

                         Projected cash distribution per trust unit(1)          $                                      3.02



(1)
       Assumes 11,500,000 trust units outstanding.

     For more information about the estimates and hypothetical assumptions made in preparing the table above, see "Projected Cash
Distributions—Significant Assumptions Used to Prepare the Projected Cash Distributions."

                                                                         16
                                             The Offering

Trust units offered by MV Partners   7,500,000

Trust units outstanding              11,500,000

Use of proceeds                      MV Partners is offering all of the trust units to be sold in this offering and MV
                                     Partners will receive all proceeds from the offering, other than the 1,125,000 trust
                                     units being offered by MV Energy and VAP-I pursuant to the underwriters' option to
                                     purchase additional trust units and the proceeds derived therefrom. MV Partners will
                                     use the net proceeds from this offering to repay existing indebtedness, and to
                                     repurchase a portion of the outstanding equity interests of VAP-I, to make a cash
                                     distribution to the members of MV Partners or any combination of the foregoing. See
                                     "Use of Proceeds."

Proposed NYSE symbol                 MVO

Quarterly cash distributions         Actual cash distributions to the trust unitholders will depend upon the quantity of oil,
                                     natural gas and natural gas liquids produced from the underlying properties, the
                                     prices received for oil, natural gas and natural gas liquid production and other factors.
                                     Because payments to the trust will be generated by depleting assets and the trust has a
                                     finite life with the production from the underlying properties diminishing over time, a
                                     portion of each distribution will represent a return of your original investment. Oil,
                                     natural gas and natural gas liquid production from proved reserves attributable to the
                                     underlying properties is expected to decline over the term of the trust. See "Risk
                                     Factors."

                                     It is expected that quarterly cash distributions during the term of the trust will be
                                     made by the trustee on or before the 25th day of the month following the end of each
                                     quarter to the trust unitholders of record on the 15th day of the month following the
                                     end of each quarter (or the next succeeding business day). The first distribution from
                                     the trust to the trust unitholders will be made on or about January 25, 2007 to trust
                                     unitholders owning trust units on January 15, 2007. The first distribution is likely to
                                     be larger than subsequent distributions because it will reflect proceeds from more
                                     than one calendar quarter of production.

Net profits interest                 The net profits interest will be conveyed to the trust out of MV Partners' interests in
                                     the properties comprising the underlying properties. The net profits interest will
                                     entitle the trust to receive 80% of the net proceeds during the term of the trust from
                                     the sale of production of oil, natural gas and natural gas liquids attributable to MV
                                     Partners' interests in the properties comprising the underlying properties.



                                                  17
Termination of the trust                             The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2)
                                                     the time when 14.4 MMBoe have been produced from the underlying properties and
                                                     sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to
                                                     receive 80% of the net proceeds from the underlying properties pursuant to the net
                                                     profits interest), and the trust will soon thereafter wind up its affairs and terminate.

Net proceeds                                         The conveyance creating the net profits interest entitles the trust to receive an amount
                                                     of cash for each quarter equal to 80% of the net proceeds from the sale of oil, natural
                                                     gas and natural gas liquid production from the underlying properties net of all
                                                     payments made under existing hedge contracts. In general, "gross proceeds" means
                                                     the sales price received by MV Partners from sales of oil, natural gas and natural gas
                                                     liquids produced during a quarter attributable to the underlying properties net of all
                                                     payments made by MV Partners to hedge contract counterparties upon monthly
                                                     settlements of the hedge contracts, while "net proceeds" equals the gross proceeds,
                                                     less all lease operating expenses, maintenance expenses, lease overhead and capital
                                                     expenses (including the cost of workovers and recompletions, drilling costs and
                                                     development costs), amounts that may be reserved for future capital expenditures
                                                     (which reserve amounts may not exceed $1.0 million in the aggregate at any given
                                                     time), post-production costs and production and property taxes paid by MV Partners.
                                                     In addition, the trust will be entitled to receive 80% of all amounts payable to MV
                                                     Partners from hedge contract counterparties upon monthly settlements of the hedge
                                                     contracts. For a more detailed description of the determination of "net proceeds," see
                                                     "Computation of Net Proceeds."

Administrative services fee payable to MV Partners   MV Partners will be entitled to receive an annual administrative services fee, payable
                                                     quarterly, during the term of the trust, for providing accounting, bookkeeping and
                                                     informational services relating to the net profits interest. The annual fee will total
                                                     $60,000 in 2006 and will increase by 4% each year beginning in January 2007. A
                                                     more detailed description of the administrative services fee is set forth under the
                                                     caption "The Trust—Administrative Services Fee."


                                                                  18
Reserves                                                   Based on the reserve report, the net profits interest would entitle the trust to receive
                                                           net proceeds from the sale of production of approximately 11.5 MMBoe of proved
                                                           reserves attributable to the underlying properties during the term of the trust,
                                                           calculated as 80% of the proved reserves attributable to the underlying properties
                                                           expected to be produced during the term of the trust. Of these reserves, as of June 30,
                                                           2006, approximately 9.8 MMBoe were classified as proved developed producing
                                                           reserves and approximately 1.7 MMBoe were classified as proved developed
                                                           non-producing and proved undeveloped.

Summary of income tax consequences                         Trust unitholders will be taxed directly on the income from assets of the trust. The net
                                                           profits interest should be treated as a debt instrument for federal income tax purposes,
                                                           and a trust unitholder in that event will be required to include in such trust
                                                           unitholder's income its share of the interest income on such debt instrument as it
                                                           accrues in accordance with the rules applicable to contingent payment debt
                                                           instruments contained in the Internal Revenue Code of 1986, as amended and the
                                                           corresponding regulations, as well as such trust unitholder's share of any income on
                                                           the trust's hedges. If the net profits interest is not treated as a debt instrument, then a
                                                           trust unitholder would be allowed to recoup its basis in the net profits interest on a
                                                           schedule that is in proportion to production from the net profits interest and that is
                                                           more favorable to a trust unitholder than the schedule on which basis will be
                                                           recovered if the net profits interest is treated as a debt instrument for federal income
                                                           tax purposes. However, the deductions that would be allowed to an individual trust
                                                           unitholder in that event may be itemized deductions, the deductibility of which would
                                                           be subject to limitations that may or may not apply depending upon the trust
                                                           unitholder's circumstances. See "Federal Income Tax Consequences."

Investing in Trust Units

    Investing in these trust units differs from investing in corporate common stock because:

    •
           trust unitholders are owed a fiduciary duty by the trustee, but not by MV Partners;

    •
           trust unitholders have limited voting rights;

    •
           trust unitholders are taxed directly on their share of trust net income;

    •
           substantially all trust income must be distributed to trust unitholders; and

    •
           trust assets are limited to the net profits interest, which has a finite economic life.

                                                                         19
                                                                 RISK FACTORS

The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid
prices.

      The reserves attributable to the underlying properties and the quarterly cash distributions of the trust are highly dependent upon the prices
realized from the sale of oil, natural gas and natural gas liquids. Prices of oil, natural gas and natural gas liquids can fluctuate widely on a
quarter-to-quarter basis in response to a variety of factors that are beyond the control of the trust and MV Partners. These factors include,
among others:

     •
            political conditions or hostilities in oil and natural gas producing regions, including the Middle East and South America;

     •
            weather conditions or force majeure events;

     •
            levels of supply of and demand for oil, natural gas and natural gas liquids;

     •
            U.S. and worldwide economic conditions;

     •
            the price and availability of alternative fuels;

     •
            the proximity to, and capacity of, refineries and gathering and transportation facilities; and

     •
            energy conservation and environmental measures.

   Moreover, government regulations, such as regulation of natural gas gathering and transportation and possible price controls, can affect
commodity prices in the long term.

     Recent oil prices have been high compared to historical prices. For example, the NYMEX crude oil spot prices per Bbl were $31.20,
$32.55 , $43.46 and $61.04 as of December 31, 2002, 2003, 2004 and 2005, respectively, and were $62.91 as of September 30, 2006.

     MV Partners has entered into hedge contracts relating to a portion of the oil volumes expected to be produced from the underlying
properties, and will assign to the trust the right to receive 80% of the proceeds from these contracts. These hedge contracts, however, do not
cover all of the oil volumes that are expected to be produced during the term of the trust. Furthermore, MV Partners has not entered into any
hedge contracts relating to oil volumes expected to be produced after 2010, and the terms of the conveyance of the net profits interest will
prohibit MV Partners from entering into new hedging arrangements following the completion of this offering. As a result, the amounts of the
cash distributions may fluctuate significantly after 2010 as a result of changes in commodity prices because there will be no hedge contracts in
place to reduce the effects of any changes in commodity prices. In addition, the hedge contracts are subject to counterparty nonperformance
and other risks. For a discussion of the hedge contracts, see "The Underlying Properties—Hedge and Derivative Contracts."

     Lower prices of oil, natural gas and natural gas liquids will reduce the amount of the net proceeds to which the trust is entitled and may
ultimately reduce the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties. As a result,
the operator of any of the underlying properties could determine during periods of low commodity prices to shut in or curtail production from
wells on the underlying properties. In addition, the operator of the underlying properties could determine during periods of low commodity
prices to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of
higher prices. Because the underlying properties are mature, with many of them being in production since the early 1900's, decreases in
commodity prices could have a more significant effect on the economic viability of these properties as compared to more recently discovered
properties. The commodity price sensitivity of these mature wells is due to a culmination of factors that vary from well-to-well, including the
additional costs associated with water handling and disposal, chemicals, surface equipment maintenance, downhole casing repairs and reservoir
pressure maintenance activities that are necessary to maintain production. As a result, the volatility of commodity prices may cause the

                                                                        20
amount of future cash distributions to trust unitholders to fluctuate, and a substantial decline in the price of oil, natural gas or natural gas liquids
will reduce the amount of cash available for distribution to the trust unitholders.

Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash distributions by the
trust and the value of the trust units.

     The value of the trust units and the amount of future cash distributions to the trust unitholders will depend upon, among other things, the
accuracy of the production and reserves estimated to be attributable to the underlying properties and the net profits interest. Estimating
production and reserves is inherently uncertain. Ultimately, actual production, revenues and expenditures for the underlying properties will
vary both positively and negatively from estimates and those variations could be material. Petroleum engineers consider many factors and make
assumptions in estimating production and reserves. Those factors and assumptions include:

     •
             historical production from the area compared with production rates from other producing areas;

     •
             the assumed effect of governmental regulation; and

     •
             assumptions about future prices of oil, natural gas and natural gas liquids, production and development expenses, gathering and
             transportation costs, severance and excise taxes and capital expenditures.

Changes in these assumptions can materially increase or decrease production and reserve estimates.

      The estimated reserves attributable to the net profits interest and the estimated future net revenues attributable to the net profits interest are
based on estimates of reserve quantities and revenues for the underlying properties. See "The Underlying Properties—Reserves" for a
discussion of the method of allocating proved reserves to the underlying properties and the net profits interest. The quantities of reserves
attributable to the underlying properties and the net profits interest may decrease in the future as a result of future decreases in the price of oil,
natural gas or natural gas liquids.

Risks associated with the production, gathering, transportation and sale of oil, natural gas and natural gas liquids could adversely affect
cash distributions by the trust.

      The revenues of the trust, the value of the trust units and the amount of cash distributions to the trust unitholders will depend upon, among
other things, oil, natural gas and natural gas liquid production and prices and the costs incurred by MV Partners to develop and exploit oil and
natural gas reserves attributable to the underlying properties. Drilling, production or transportation accidents that temporarily or permanently
halt the production and sale of oil, natural gas and natural gas liquids at any of the underlying properties will reduce trust distributions by
reducing the amount of net proceeds available for distribution. For example, accidents may occur that result in personal injuries, property
damage, damage to productive formations or equipment and environmental damages. Any costs incurred by MV Partners in connection with
any such accidents that are not insured against will have the effect of reducing the net proceeds available for distribution to the trust. In
addition, curtailments or damage to pipelines used by MV Partners to transport oil, natural gas and natural gas liquid production to markets for
sale could reduce the amount of net proceeds available for distribution. Any such curtailment or damage to the gathering systems used by MV
Partners could also require MV Partners to find alternative means to transport the oil, natural gas and natural gas liquid production from the
underlying properties, which alternative means could require MV Partners to incur additional costs that will have the effect of reducing net
proceeds available for distribution.

                                                                          21
The trust and the public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the
underlying properties. As a result, public trust unitholders will have no ability to influence the operation of the underlying properties.

     Oil and natural gas properties are typically managed pursuant to an operating agreement among the working interest owners of oil and
natural gas properties. The typical operating agreement contains procedures whereby the owners of the working interests in the property
designate one of the interest owners to be the operator of the property. Under these arrangements, the operator is typically responsible for
making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and other matters that affect the
property.

     MV Partners is currently designated as the operator of substantially all of the properties comprising the underlying properties. MV
Partners has contracted with two of its affiliates, Vess Oil and Murfin Drilling, to operate these properties on its behalf. Neither the trustee nor
the public trust unitholders has any contractual ability to influence or control the field operations of, sale of oil and natural gas from, or future
development of, these properties. Also, the public trust unitholders have no voting rights with respect to MV Partners and, therefore, will have
no managerial, contractual or other ability to influence MV Partners' or its affiliates' activities as operator of the oil and natural gas properties to
which substantially all the underlying properties relate.

Shortages of oil field equipment, services and qualified personnel available to MV Partners could reduce the amount of cash available for
distribution.

      The demand for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers
and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing
periodic shortages. Historically, there have been shortages of drilling rigs and other oilfield equipment as demand for rigs and equipment has
increased along with the number of wells being drilled. These factors also cause significant increases in costs for equipment, services and
personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling rigs, crews and associated
supplies, equipment and services. As part of its development plan for the underlying properties, MV Partners expects to drill approximately 65
development wells and conduct recompletion and workover operations on existing wells included in the underlying properties. See "The
Underlying Properties—Planned Development and Workover Program" for a description of MV Partners' development plans. Shortages of
field personnel and equipment or price increases could significantly decrease the amount of cash available for distribution to the trust
unitholders, or restrict the ability of MV Partners to drill the wells and conduct the operations which it currently has planned for the underlying
properties.

MV Partners may transfer all or a portion of the underlying properties at any time, subject to specified limitations, and MV Partners may
abandon individual wells or properties that it reasonably believes to be uneconomic. Under these circumstances, trust unitholders will have
no ability to prevent MV Partners from transferring the underlying properties to another operator, even if the trust unitholders do not
believe that operator would operate the underlying properties in the same manner as MV Partners.

     MV Partners may at any time transfer all or part of the underlying properties. Trust unitholders will not be entitled to vote on any transfer
of the underlying properties, and the trust will not receive any proceeds from any such transfer, except in the limited circumstances when the
net profits interest is released in connection with such transfer, in which case the trust will receive an amount equal to the fair market value of
the net profits interest released. See "The Underlying Properties—Sale and Abandonment of Underlying Properties." Following any material
sale or transfer of any of the underlying properties, such underlying properties will continue to be subject to the net profits interest of the trust,
and the net proceeds attributable to the transferred property will be calculated as part of

                                                                          22
the computation of net proceeds described in this prospectus. MV Partners may delegate to the transferee responsibility for all of MV Partners'
obligations relating to the net profits interest on the portion of the underlying properties transferred.

     MV Partners or any transferee of the underlying properties may abandon any well or property if it reasonably believes that the well or
property can no longer produce oil or natural gas in commercially economic quantities. This could result in termination of the net profits
interest relating to the abandoned well or property. In making such decisions, MV Partners and any such transferee will be required under the
applicable conveyance to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it
were acting with respect to its own properties, disregarding the existence of the net profits interest as a burden on such property.

The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over time.
Furthermore, the trust is precluded from acquiring other oil and natural gas properties or net profits interests to replace the depleting
assets and production.

      The net proceeds payable to the trust from the net profits interest are derived from the sale of oil, natural gas and natural gas liquids
produced from the underlying properties and proceeds, if any, received by MV Partners upon settlement of the hedge contracts. The reserves
attributable to the underlying properties are depleting assets, which means that the reserves attributable to the underlying properties will decline
over time. As a result, the quantity of oil and natural gas produced from the underlying properties is expected to decline over time. Based on the
estimated production volumes in the reserve report, the oil and natural gas production from proved reserves attributable to the underlying
properties is projected to decline at an average annual rate of approximately 3.5% over the next 20 years assuming no additional development
drilling or other capital expenditures are made after 2010 on the underlying properties. The anticipated rate of decline is an estimate and actual
decline rates may vary from those estimated. The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time
when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of
the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest).

      Future maintenance projects on the underlying properties beyond those which are currently estimated may affect the quantity of proved
reserves that can be economically produced from the underlying properties. The timing and size of these projects will depend on, among other
factors, the market prices of oil, natural gas and natural gas liquids. In addition, because MV Partners has agreed to limit the amount of capital
expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest during a specified period
preceding the termination of the net profits interest, MV Partners may choose to delay certain capital projects that may otherwise benefit the
trust unitholders until the termination of the net profits interest. If operators of the wells to which the underlying properties relate do not
implement required maintenance projects when warranted, the future rate of production decline of proved reserves may be higher than the rate
currently expected by MV Partners or estimated in the reserve report.

     The trust agreement will provide that the trust's business activities will be limited to owning the net profits interest and any activity
reasonably related to such ownership, including activities required or permitted by the terms of the conveyance related to the net profits
interest. As a result, the trust will not be permitted to acquire other oil and natural gas properties or net profits interests to replace the depleting
assets and production attributable to the net profits interest.

      Because the net proceeds payable to the trust are derived from the sale of depleting assets, the portion of the distributions to unitholders
attributable to depletion may be considered a return of capital as opposed to a return on investment. Eventually, the net profits interest may
cease to produce in commercial quantities and the trust may, therefore, cease to receive any distributions of net proceeds therefrom.

                                                                           23
The amount of cash available for distribution by the trust will be reduced by the amount of any production and development costs, taxes,
costs and payments made with respect to the hedge contracts, capital expenditures and post-production costs.

      Production and development costs on the underlying properties are deducted in the calculation of the trust's share of net proceeds. In
addition, production and property taxes and any costs or payments associated with the hedge contracts, capital expenditures or post-production
costs will be deducted in the calculation of the trust's share of net proceeds. Accordingly, higher or lower production and development
expenses, taxes, capital expenditures and post-production costs will directly decrease or increase the amount received by the trust in respect of
its net profits interest. For a summary of these costs for the last three years, see "The Underlying Properties." Historical costs may not be
indicative of future costs.

      If development and production costs of the underlying properties exceed the proceeds of production from the underlying properties, the
trust will not receive net proceeds from those properties until future proceeds from production exceed the total of the excess costs plus accrued
interest during the deficit period. Development activities may not generate sufficient additional revenue to repay the costs.

The trustee may, under certain circumstances, sell the net profits interest and dissolve the trust prior to the expected termination of the
trust. As a result, trust unitholders may not recover their investment.

      The trustee must sell the net profits interest if the holders of a majority of the trust units approve the sale or vote to dissolve the trust. The
trustee must also sell the net profits interest if the annual gross proceeds from the underlying properties attributable to the net profits interest are
less than $1.0 million for each of any two consecutive years. The sale of the net profits interest will result in the dissolution of the trust. The net
proceeds of any such sale will be distributed to the trust unitholders.

     The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced
from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net
proceeds from the underlying properties pursuant to the net profits interest). The trust unitholders will not be entitled to receive any net
proceeds from the sale of production from the underlying properties following the termination of the net profits interest. Therefore, the market
price of the trust units will likely diminish towards the end of the term of the net profits interest because the cash distributions from the trust
will cease at the termination of such net profits interest and the trust will have no right to any additional production from the underlying
properties after the term of the net profits interest.

The disposal by the two members of MV Partners of their remaining trust units may reduce the market price of the trust units.

      The two members of MV Partners will own approximately 35% of the trust after this offering, or 25% if the underwriters' option to
purchase additional trust units is exercised in full. The two members of MV Partners may use some or all of the remaining trust units they own
for a number of corporate purposes, including:

     •
             selling them for cash; and

     •
             exchanging them for interests in oil and natural gas properties or securities of oil and natural gas companies.

     If they sell additional trust units or exchange trust units in connection with acquisitions, then additional trust units will be available for sale
in the market. The sale of additional trust units may reduce the market price of the trust units. See "Selling Trust Unitholders." MV Partners, its
members and certain of their affiliates have agreed to lock-up agreements that prohibit them from selling any trust units for a period of
180 days after the date of this prospectus without the consent of Raymond

                                                                          24
James & Associates, Inc., acting as representative of the several underwriters. See "Underwriting." In connection with the closing of this
offering, MV Partners and the trust intend to enter into a registration rights agreement pursuant to which the trust will agree to file a registration
statement or a shelf registration statement to register the resale of the remaining trust units held by MV Partners and any transferee of the trust
units upon request by such holders. See "Trust Units Eligible for Future Sale—Registration Rights."

There has been no public market for the trust units and no independent appraisal of the value of the net profits interest has been
performed.

      The number of trust units to be delivered to MV Partners in exchange for the net profits interest and the initial public offering price of the
trust units will be determined by negotiation among MV Partners and the underwriters. Among the factors to be considered in determining such
number of trust units and the initial public offering price, in addition to prevailing market conditions, will be current and historical oil and
natural gas prices, current and prospective conditions in the supply and demand for oil and natural gas, reserve and production quantities
estimated for the net profits interest and the trust's estimated cash distributions. None of MV Partners, the trust or the underwriters will obtain
any independent appraisal or other opinion of the value of the net profits interest other than the reserve report prepared by Cawley, Gillespie &
Associates, Inc.

The market price for the trust units may not reflect the value of the net profits interest held by the trust.

      The trading price for publicly traded securities similar to the trust units tends to be tied to recent and expected levels of cash distributions.
The amounts available for distribution by the trust will vary in response to numerous factors outside the control of the trust, including
prevailing prices for sales of oil, natural gas and natural gas liquid production from the underlying properties. Consequently, the market price
for the trust units may not necessarily be indicative of the value that the trust would realize if it sold the net profits interest to a third-party
buyer. In addition, such market price may not necessarily reflect the fact that since the assets of the trust are depleting assets, a portion of each
cash distribution paid on the trust units should be considered by investors as a return of capital, with the remainder being considered as a return
on investment. As a result, distributions made to a unitholder over the life of these depleting assets may not equal or exceed the purchase price
paid by the unitholder.

Conflicts of interest could arise between MV Partners and the trust unitholders.

      The interests of MV Partners and the interests of the trust and the trust unitholders with respect to the underlying properties could at times
differ. As a working interest owner in the properties comprising the underlying properties, MV Partners could have interests that conflict with
the interests of the trust and the trust unitholders. For example:

     •
             MV Partners' interests may conflict with those of the trust and the trust unitholders in situations involving the development,
             maintenance, operation or abandonment of the underlying properties. MV Partners may make decisions with respect to
             development expenditures that adversely affect the underlying properties. These decisions include reducing development
             expenditures on these properties, which could cause oil and natural gas production to decline at a faster rate and thereby result in
             lower cash distributions by the trust in the future, or increasing development expenditures on the underlying properties during the
             final years of the term of the trust, which expenditures will benefit the unitholders only to the extent that they reduce the natural
             decline in oil and natural gas production during the term of the trust by an amount that more than offsets the cost of these
             development expenditures.

     •
             MV Partners may sell some or all of the underlying properties and such sale may not be in the best interests of the trust
             unitholders. In the event MV Partners sells all or any portion of the underlying properties, the purchaser of such underlying
             properties will acquire such underlying

                                                                          25
          properties subject to the net profits interest relating thereto and, in connection therewith, such purchaser will be subject to the same
          standards of conduct with respect to development, operation and abandonment of such underlying properties as are imposed on MV
          Partners. MV Partners also has the right, subject to significant limitations as described herein, to cause the trust to release all or a
          portion of the net profits interest in connection with a sale of a portion of the underlying properties to which such net profits interest
          relates. In such an event, the trust is entitled to receive its proportionate share of the proceeds from the sale attributable to the net
          profits interest released. See "The Underlying Properties—Sale and Abandonment of Underlying Properties."

     In making decisions with respect to the development, operation, abandonment or sale of the underlying properties, MV Partners and any
successor operator will be required under the applicable conveyance to act as a reasonably prudent operator in the State of Kansas under the
same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits
interest. Except for specified matters that require approval of the trust unitholders described in "Description of the Trust Agreement," the
documents governing the trust do not provide a mechanism for resolving these conflicting interests.

The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders.

     The business and affairs of the trust will be managed by the trustee. The voting rights of a trust unitholder are more limited than those of
stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for an annual or
other periodic re-election of the trustee. The trust agreement provides that the trustee may only be removed and replaced by the holders of a
majority of the outstanding trust units at a special meeting of trust unitholders called by either the trustee or the holders of not less than 10% of
the outstanding trust units. Immediately following the closing of this offering, MV Energy and VAP-I will collectively own approximately 35%
of the outstanding trust units (or approximately 25% if the underwriters exercise in full their option to purchase up to an additional
1,125,000 trust units from the members of MV Partners). As a result, it will be difficult to remove or replace the trustee, particularly without
the approval of the members of MV Partners.

Trust unitholders have limited ability to enforce provisions of the net profits interest.

      The trust agreement permits the trustee to sue MV Partners or any other future owner of the underlying properties on behalf of the trust to
enforce the terms of the conveyance creating the net profits interest. If the trustee does not take appropriate action to enforce provisions of the
conveyance, your recourse as a trust unitholder would be limited to bringing a lawsuit against the trustee to compel the trustee to take specified
actions. The trust agreement expressly limits the trust unitholders' ability to directly sue MV Partners or any other third party other than the
trustee. As a result, the unitholders will not be able to sue MV Partners or any future owner of the underlying properties to enforce these rights.

Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under Delaware law.

     Under the Delaware Statutory Trust Act, trust unitholders will be entitled to the same limitation of personal liability extended to
stockholders of private corporations under the General Corporation Law of the State of Delaware. Courts in jurisdictions outside of Delaware,
however, may not give effect to such limitation.

                                                                         26
The operations of the properties comprising the underlying properties may result in significant costs and liabilities with respect to
environmental and operational safety matters, which could reduce the amount of cash available for distribution to trust unitholders.

      Significant costs and liabilities can be incurred as a result of environmental and safety requirements applicable to the oil and natural gas
exploration, development and production activities of the properties comprising the underlying properties. These costs and liabilities could
arise under a wide range of federal, state and local environmental and safety laws and regulations, including regulations and enforcement
policies, which have tended to become increasingly strict over time. Failure to comply with these laws and regulations may result in the
assessment of administrative, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, and to a lesser extent,
issuance of injunctions to limit or cease operations. In addition, claims for damages to persons or property may result from environmental and
other impacts of the operations of the properties comprising the underlying properties.

      Strict, joint and several liability may be imposed under certain environmental laws, which could cause liability for the conduct of others or
for the consequences of one's own actions that were in compliance with all applicable laws at the time those actions were taken. New laws,
regulations or enforcement policies could be more stringent and impose unforeseen liabilities or significantly increase compliance costs. If it
were not possible to recover the resulting costs through insurance or increased revenues, this could have a material adverse effect on the cash
distributions to the trust unitholders. Please read "The Underlying Properties—Environmental Matters and Regulation" for more information.

The operations of the properties comprising the underlying properties are subject to complex federal, state, local and other laws and
regulations that could adversely affect the cash distributions to the trust unitholders.

     The exploration, development and production operations of the underlying properties are subject to complex and stringent laws and
regulations. In order to conduct the operations of the underlying properties in compliance with these laws and regulations, MV Partners must
obtain and maintain numerous permits, approvals and certificates from various federal, state, local and governmental authorities. MV Partners
may incur substantial costs and experience delays in order to maintain compliance with these existing laws and regulations, which could
decrease the cash distributions to the trust unitholders. In addition, the costs of compliance may increase or the operations of the underlying
properties may be otherwise adversely affected if existing laws and regulations are revised or reinterpreted, or if new laws and regulations
become applicable to such operations. Such costs could have a material adverse effect on the cash distributions to the trust unitholders.

     The operations of the underlying properties are subject to federal, state and local laws and regulations as interpreted and enforced by
governmental authorities possessing jurisdiction over various aspects of the exploration for, and the production of, oil and natural gas. Failure
to comply with such laws and regulations, as interpreted and enforced, could have a material adverse effect on the cash distributions to the trust
unitholders. Please read "The Underlying Properties—Environmental Matters and Regulation."

The trust has not requested a ruling from the IRS regarding the tax treatment of ownership of the trust units, and MV Partners is not aware
of any trust units or similar securities issued by other issuers that are subject to the same tax treatment expected to be accorded to the trust
units. If the IRS were to determine (and be sustained in that determination) that the trust is not a "grantor trust" for federal income tax
purposes, or that the net profits interest is not a debt instrument for federal income tax purposes, the trust unitholders may receive different
and less advantageous tax treatment from that described in this prospectus.

     If the net profits interest were not treated as a debt instrument, the deductions allowed to an individual trust unitholder in their recovery of
basis in the net profits interest may be itemized

                                                                         27
deductions, the deductibility of which would be subject to limitations that may or may not apply depending upon the unitholder's
circumstances. See "Federal Income Tax Consequences."

      Neither MV Partners nor the trustee has requested a ruling from the IRS regarding these tax questions, and neither MV Partners nor the
trust can assure you that such a ruling would be granted if requested or that the IRS will not challenge this position on audit.

      MV Partners is not aware of any trust units or similar securities representing interests in an entity treated as a grantor trust for federal
income tax purposes where the entity holds as its principal asset a production payment treated for federal income tax purposes as a debt
instrument that is subject to the current final Treasury regulations governing contingent payment debt instruments. See "Federal Income Tax
Consequences." Thus, MV Partners does not believe that there are trust units or similar securities issued by other issuers that receive the same
tax treatment expected to be accorded to the trust units.

     Trust unitholders should be aware of the possible state tax implications of owning trust units. See "State Tax Considerations."

The trust's net profits interest may be characterized as an executory contract in bankruptcy, which could be rejected in bankruptcy, thus
relieving MV Partners from its obligations to make payments to the trust with respect to the net profits interest.

     MV Partners will record the conveyance of the net profits interest in Kansas in the real property records in each Kansas county where the
properties are located. MV Partners believes that the delivery and recording of the conveyance will constitute fully conveyed and vested
property interests in the trust under Kansas law. If in a bankruptcy proceeding in which MV Partners becomes involved as a debtor a
determination were made that the conveyance constitutes an executory contract and the net profits interest is not fully conveyed property
interests under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust
would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.

     Oil and gas leases are real property interests under Colorado law. The net profits interest is a non-operating, non-possessory interest
carved out of the oil and gas leasehold estate, but Colorado courts have not directly determined whether a net profits interest is a real or a
personal property interest. MV Partners believes that it is possible that the net profits interest may not be treated as a real property interest
under the laws of Colorado. MV Partners intends to record the conveyance of the net profits interest in the real property records of Colorado in
accordance with local recording acts. MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a
bankruptcy proceeding, the net profits interest relating to the underlying properties located in Colorado should be treated as a fully conveyed
personal property interest under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance
constitutes an executory contract and the net profits interest is not a fully conveyed personal property interest under the laws of Colorado, and if
such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of
MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.

If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust.

      MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering and aggregation
and sale of oil and natural gas, primarily in the Mid-Continent region in the United States, and it will be responsible for operating substantially
all of the underlying properties. The operating agreement of MV Partners provides that Vess Oil and Murfin Drilling will operate the
underlying properties on behalf of MV Partners for which MV Partners is designated as the operator. The conveyance provides that MV
Partners will be obligated to market, or cause to be

                                                                        28
marketed, the production related to the underlying properties. In addition, MV Partners is obligated to convey to the trust 80% of all proceeds it
receives upon settlement of the hedge contracts.

      MV Partners has entered into hedge contracts with institutional counterparties, consisting of swap contracts and costless collar
arrangements, to reduce the exposure of the revenue from oil production from the underlying properties to fluctuations in crude oil prices in
order to achieve more predictable cash flow. The crude oil swap contracts and costless collar arrangements will settle based on the average of
the settlement price for each commodity business day in the contract month. In a swap transaction, the counterparty is required to make a
payment to MV Partners for the difference between the fixed price and the settlement price if the settlement price is below the fixed price. MV
Partners is required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the settlement
price is above the fixed price. In a collar arrangement, the counterparty is required to make a payment to MV Partners for the difference
between the fixed floor price and the settlement price if the settlement price is below the fixed floor price. MV Partners is required to make a
payment to the counterparty for the difference between the fixed ceiling price and the settlement price if the settlement price is above the fixed
ceiling price. For a detailed description of the terms of these hedge contracts, please read "The Underlying Properties—Hedge and Derivative
Contracts."

      The ability of MV Partners to perform its obligations related to the operation of the underlying properties, its obligations to counterparties
related to the hedge contracts and its obligations to the trust with respect to the hedge contracts will depend on MV Partners' future financial
condition and economic performance, which in turn will depend upon the supply and demand for oil and natural gas, prevailing economic
conditions and upon financial, business and other factors, many of which are beyond the control of MV Partners. If the obligation of MV
Partners to convey 80% of the proceeds it receives upon settlement of the hedge contracts were not assumed in a bankruptcy proceeding
involving MV Partners, the trust would not be entitled to receive future payments from MV Partners from the settlement of the hedge contracts.
See "MV Partners" and "Information About MV Partners" in this prospectus for additional information relating to MV Partners, including
information relating to the business of MV Partners, historical financial statements of MV Partners and other financial information relating to
MV Partners.

The trust's receipt of payments based on the hedge contracts depends upon the financial position of the hedge contract counterparties. A
default by any of the hedge contract counterparties could reduce the amount of cash available for distribution to the trust unitholders.

      In the event that any of the counterparties to the hedge contracts default on their obligations to make payments to MV Partners and the
trust under the hedge contracts, the cash distributions to the trust unitholders would likely be materially reduced as the hedge payments are
intended to provide additional cash to the trust during periods of lower crude oil prices.

                                                                        29
                                                    FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements about MV Partners and the trust that are subject to risks and uncertainties. All
statements other than statements of historical fact included in this document, including, without limitation, statements under "Prospectus
Summary" and "Risk Factors" regarding the financial position, business strategy, production and reserve growth, and other plans and objectives
for the future operations of MV Partners and the trust are forward-looking statements. Such statements may be influenced by factors that could
cause actual outcomes and results to differ materially from those projected. Forward-looking statements are subject to risks and uncertainties
and include statements made in this prospectus under "Projected Cash Distributions," statements pertaining to future development activities and
costs, and other statements in this prospectus that are prospective and constitute forward-looking statements.

     When used in this document, the words "believes," "expects," "anticipates," "intends" or similar expressions are intended to identify such
forward-looking statements. The following important factors, in addition to those discussed elsewhere in this prospectus, could affect the future
results of the energy industry in general, and MV Partners and the trust in particular, and could cause actual results to differ materially from
those expressed in such forward-looking statements:

     •
            risks incident to the drilling and operation of oil and natural gas wells;

     •
            future production and development costs;

     •
            the effect of existing and future laws and regulatory actions;

     •
            the effect of changes in commodity prices, the impact of the hedge contracts entered into by MV Partners that relate to a portion of
            the oil production from the underlying properties and conditions in the capital markets;

     •
            competition from others in the energy industry;

     •
            uncertainty of estimates of oil and natural gas reserves and production; and

     •
            inflation.

      This prospectus describes other important factors that could cause actual results to differ materially from expectations of MV Partners and
the trust, including under the heading "Risk Factors." All written and oral forward-looking statements attributable to MV Partners or the trust or
persons acting on behalf of MV Partners or the trust are expressly qualified in their entirety by such factors.

                                                                         30
                                                              USE OF PROCEEDS

     Immediately prior to the closing of this offering, MV Partners will contribute the net profits interest to the trust in exchange for all of the
outstanding trust units. MV Partners will pay underwriting discounts and expenses of approximately $12.0 million associated with this offering
and will receive all net proceeds from the offering. The estimated net proceeds to MV Partners will be approximately $138.0 million, assuming
an offering price of $20.00 per trust unit. MV Energy and VAP-I will each receive $10.5 million if the underwriters exercise their option to
purchase additional trust units in full. MV Partners intends to apply the net proceeds from this offering to repay approximately $58.0 million of
indebtedness of MV Partners under its bank credit facility and to use the remaining $80.0 million to repurchase certain equity interests in
VAP-I, the owner of a 50% interest in MV Partners, for distributions to the members of MV Partners or any combination of the foregoing. As
of September 30, 2006, MV Partners' bank credit facility bore interest at 6.6% per annum and matures on December 19, 2008.

                                                                         31
                                                                MV PARTNERS

     MV Partners is a privately-held limited liability company engaged in the development and production of established oil and natural gas
properties in the Mid-Continent region that are primarily located in Kansas. MV Partners was formed in August 2006 as a result of the
conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties
and related assets that were located in Kansas and eastern Colorado from a major oil and gas company. These properties constitute the
substantial portion of the underlying properties. MV Partners acquired the remainder of the underlying properties in 1999 from a large
independent oil and gas company. MV Energy, which was also formed in 1998, serves as the sole manager of MV Partners and was previously
the general partner of MV Partners, LP until its conversion into a limited liability company in August 2006. All of the member interests in MV
Partners are owned by MV Energy and VAP-I. MV Partners will sell all of its retained trust units to MV Energy and VAP-I upon the
completion of this offering.

     The acquisition of the underlying properties by MV Partners was originally financed by a large venture capital group, which served as a
limited partner of MV Partners until September 2005. In September 2005, MV Partners used bank financing to make distributions to MV
Energy and VAP-I to repurchase the limited partner interests held by that large venture capital group. MV Energy is owned equally by Vess
Acquisition Group, L.L.C. and Murfin, Inc.

      MV Partners is principally engaged in the development, redevelopment and production of existing wells in established fields, as well as
drilling new wells in established fields. The operating agreement of MV Partners requires that it engage only in specified lines of business,
including acquiring and maintaining oil and natural gas leases and related mineral interests, producing and marketing oil and natural gas,
entering into hedging arrangements and other derivatives and engaging in related activities. The operating agreement further prohibits MV
Partners from acquiring gas plants, refining or transportation facilities or engaging in contract drilling. In order to help ensure MV Partners'
continued focus on operating and developing the underlying properties in an efficient and cost-effective manner, the parties to the operating
agreement have agreed to grant the trust the right to enforce the restrictions contained in this agreement as to which lines of business MV
Partners may engage in.

      Under the terms of the operating agreement of MV Partners, Vess Oil and Murfin Drilling operate on a contract basis the properties held
by MV Partners for which MV Partners is designated as the operator. Murfin Drilling is a wholly owned subsidiary of Murfin, Inc. and Vess
Oil is an affiliate of Vess Acquisition Group, L.L.C. Vess Oil and Murfin Drilling collectively manage the operations of approximately 96% of
the oil and natural gas properties of MV Partners, based on the discounted present value of estimated future net revenues.

      The asset portfolio of MV Partners consists mostly of properties in well-established fields, some of which were discovered as early as
1915. Consequently, production rates from these mature wells have declined significantly since their first discovery as the recoverable oil and
natural gas supply has been produced. In order to maximize the value of its assets, MV Partners has successfully undertaken development
programs that have reduced the natural decline of the production from these fields. These developing programs have included various
developmental drilling and re-entry programs, well workover programs, waterflood programs and recompletion programs that are tailored to
realize the exploitation potential of each field. As a result of the development programs instituted by MV Partners, the average annual decline
rate of the proved developed producing reserves attributable to the underlying properties since 2000 has been 4.0%.

      MV Partners has also utilized modern, commercially available techniques and technologies to more completely develop the reserves
attributable to the underlying properties. MV Partners is utilizing 3-D seismic technology to further delineate development well locations based
on traditional subsurface mapping. In addition to using 3-D seismic technology, MV Partners is working on other programs to

                                                                        32
use developing technology such as its work with the Petroleum Technology Transfer Council concerning the application of gelled polymers in
certain reservoirs to increase oil production and reduce water production, its work with the Department of Energy studying the injection of
carbon dioxide to recover oil otherwise lost in the production process and gas gun stimulation technology.

      In order to allow the trust unitholders to more fully realize the benefits of any capital expenditures made with respect to the underlying
properties, MV Partners has agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds
attributable to the net profits interest during a specified period preceding the termination of the net profits interest. See "Computation of Net
Proceeds—Net Profits Interest."

      Vess Oil is an independent oil and gas operating company and, according to the 2005 Kansas Geological Survey, was the largest operator
in the State of Kansas based on volume of oil produced and sold in 2005. From its inception, Vess Oil has focused on acquiring, developing,
and managing oil and natural gas properties in Kansas. Initially focused on exploration activities, Vess Oil has for the past ten years
concentrated on acquisitions in addition to the development and exploitation of its existing reserve base. Vess Oil currently operates over 1,200
oil, natural gas and service wells located primarily in Kansas, with growing operations in Texas. As of September 30, 2006, Vess Oil employed
15 full time employees, five contract professionals and 40 contract personnel in its Wichita office and in five field and satellite offices.

     Murfin Drilling is an independent oil and gas operation company and, according to the 2005 Kansas Geological Survey, was the
third-largest operator in the State of Kansas based on volume of oil produced and sold in 2005. A family-owned business originally formed in
El Dorado, Kansas in 1926 and incorporated in 1990, Murfin Drilling has expanded in the past 80 years into the greater western Kansas area,
southwest Nebraska, eastern Colorado and the Oklahoma Panhandle. Murfin Drilling balances exploration and production management and
exploitation and acquisitions with contract drilling and well service operations. Murfin Drilling currently operates approximately 800
producing and service wells nationwide. In addition to being an oil and gas producer and operator, Murfin Drilling also provides oilfield
services, including drilling services, well servicing and rig transportation services in western Kansas, southwest Nebraska, southeastern
Colorado and the Oklahoma Panhandle. As of September 30, 2006, Murfin Drilling employed approximately 275 employees that work from its
headquarters in Wichita, Kansas, or its five field offices in Kansas.

      The trust units do not represent interests in, or obligations of, MV Partners.

                                                                         33
Summary Financial, Operating and Reserve Data of MV Partners

     The summary financial data presented below should be read in conjunction with the audited financial statements and the unaudited interim
financial statements of MV Partners and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of
Operations of MV Partners" included elsewhere in this prospectus. The following summary financial data of MV Partners as of December 31,
2003, 2004 and 2005, and for each of the years in the three-year period ended December 31, 2005, have been derived from MV Partners'
audited financial statements. The following summary financial data of MV Partners as of September 30, 2006, and for the nine-month periods
ended September 30, 2005 and 2006, have been derived from MV Partners' unaudited interim financial statements. The unaudited financial
statements were prepared on a basis consistent with the audited statements and, in the opinion of MV Partners, include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly the results of MV Partners for the periods presented.

     The summary unaudited pro forma financial data for the year ended December 31, 2005, and as of and for the nine months ended
September 30, 2006, set forth in the following table have been derived from the unaudited pro forma financial statements of MV Partners
included in this prospectus beginning on page MVF-24. The pro forma adjustments have been prepared as if the offer and sale of the trust units
and the application of the net proceeds therefrom had taken place (1) on September 30, 2006, in the case of the pro forma balance sheet
information as of September 30, 2006, and (2) as of January 1, 2005, in the case of the pro forma statement of earnings information for the year
ended December 31, 2005, and for the nine months ended September 30, 2006.

                                                   Year ended                           Nine months ended
                                                  December 31,                            September 30,                              Pro forma

                                                                                                                      December 31,               September 30,
Historical results                                                                                                        2005                       2006

                                       2003           2004           2005            2005               2006

                                                                                     (in thousands)


Revenue                          $       28,046 $       31,045 $       36,162 $         25,786 $          35,510 $            16,000 $                    13,578
Net earnings (loss)                       7,090         10,341         13,125            8,788            13,638              10,530                       7,749
Total assets (at period end)             65,165         64,437         68,303           78,836            72,943                N/A                       51,037
Long-term liabilities, excluding
current maturities (at period
end)                                     29,484         35,176         91,793            8,279            96,483                   N/A                   143,516

      During the last quarter of 2005, through a series of transactions in connection with an ownership change, MV Partners refinanced its debt
and borrowed an additional $65 million, bringing its total bank borrowings to $90 million on December 21, 2005. The oil and natural gas
properties of MV Partners formed the collateral base for its refinancing and its fair market value was sufficient as collateral for the loan facility.
The carrying costs of the oil and natural gas properties was not written up as part of this transaction and remain at their historical cost basis,
which relates back to their acquisition in 1998. Therefore, the carrying costs of the assets at December 31, 2005 and September 30, 2006 are
less than the total liabilities on the historical results above. If the historical costs of the underlying properties were replaced with the estimated
current market values, MV Partners believes its total assets as of September 30, 2006 would exceed its total liabilities.

      The table below includes selected production and reserve information for MV Partners for the periods presented.

                                                                              Year ended                       Nine months ended
                                                                             December 31,                        September 30,

Historical results

                                                                   2003          2004            2005          2005         2006

Production (MBoe)                                                   1,219         1,147           1,076         801           787
Net proved reserves (MBoe) (at period end)                         15,924        16,176          18,203         N/A           N/A
Net proved developed reserves (MBoe) (at period end)               15,212        15,577          16,136         N/A           N/A

                                                                            34
 Management of MV Partners

    MV Partners does not currently have any executive officers, directors or employees. Instead, MV Partners is managed by an executive
management team consisting of certain officers and employees of Vess Oil and Murfin Drilling.

     None of the members of the executive management team receive compensation from the trust or MV Partners. Instead, MV Partners pays
an overhead fee to Vess Oil and Murfin Drilling to operate the underlying properties on behalf of MV Partners. The operating activities include
various engineering, accounting and administrative functions, primarily at the field level. The fee is based on a monthly charge per active
operated well and is payable to the entity that operates the particular well on behalf of MV Partners. In 2005, the aggregate overhead fee paid to
Vess Oil and Murfin Drilling was approximately $2.1 million. The fee is adjusted annually and will increase or decrease each year based on
changes in the Overhead Adjustment Index published by the Council of Petroleum Accountants Societies for that year. In addition, MV
Partners pays a monthly administrative services fee to MV Energy for certain corporate administrative and accounting services arranged by
MV Energy. Most of these services are performed on behalf of MV Energy by Murfin Drilling and, therefore, MV Energy transmits the entire
administrative services fee to Murfin Drilling. The fee is currently $5,000 per month and will increase by 4% each year commencing in
January 2007. MV Partners, MV Energy, Vess Oil and Murfin Drilling do not separately allocate or accrue compensation expense for the
services performed by employees of Vess Oil or Murfin Drilling on behalf of MV Partners or MV Energy, and their compensation from Vess
Oil or Murfin Drilling, as the case may be, is not directly related to the services they perform on behalf of MV Partners or MV Energy. Vess
Oil and Murfin Drilling are not contractually obligated to provide the corporate administrative and accounting services on behalf of MV
Partners or MV Energy other than the operation of the underlying properties, and MV Partners and MV Energy may contract for the provision
of the corporate administrative and accounting services from other parties at any time. Furthermore, none of the members of the executive
management team are contractually obligated to continue performing services on behalf of MV Partners and neither Vess Oil nor Murfin
Drilling are contractually obligated to make their employees available to perform such services.

    Set forth in the table below are the names, ages, function performed on behalf of MV Partners and employer of the members of the
executive management team of MV Partners:

                                                                Function Performed on Behalf of MV
                        Name                          Age                    Partners                      Employer

                        J. Michael Vess                 55   Co-Chief Executive Officer              Vess Oil

                        David L. Murfin                 54   Co-Chief Executive Officer              Murfin Drilling

                        Richard J. Koll                 56   Chief Financial Officer                 Vess Oil

                        William R. Horigan              56   Vice President—Operations               Vess Oil

                        Brian Gaudreau                  51   Vice President—Land                     Vess Oil

                        Jerry Abels                     79   Vice President—Land                     Murfin Drilling

                        Robert D. Young                 65   Treasurer                               Murfin Drilling

                        Richard W. Green                64   Controller                              Murfin Drilling

Executive Management from Vess Oil

     J. Michael Vess is the President, Chief Executive Officer and principal owner of Vess Oil and is the managing member of Vess
Acquisition Group, L.L.C. Mr. Vess co-founded Vess Oil in 1979 and

                                                                         35
continues to be responsible for the coordination and supervision of exploration and production and the acquisition of its oil and natural gas
reserves. Mr. Vess received a Bachelor of Business Administration degree from Wichita State University in 1972 and subsequently received his
CPA certificate. Mr. Vess currently serves on the Board of Directors and Executive Committees for the Kansas Independent Oil and Gas
Association ("KIOGA") and is the current Chairman of the KIOGA Committee on Electricity. He is also a member of the Interstate Oil and
Gas Compact Commission Outreach Committee.

      Richard J. Koll is the Financial Manager for Vess Oil where he oversees administrative and accounting matters. Mr. Koll has held his
current position since he joined Vess Oil in 1992. Mr. Koll received a Bachelor of Business Administration degree in Accounting from Wichita
State University in 1972 and subsequently received his CPA certificate. He is currently the Chairman of the KIOGA Committee on Ad
Valorem Taxes and also serves on the Board of Directors and Executive Committee for KIOGA. He is a member of the Kansas Society of
Certified Public Accountants and the American Institute of Certified Public Accountants.

      William R. Horigan is the Vice President of Operations for Vess Oil where he is responsible for the engineering, enhancement and
exploitation of its existing properties as well as the engineering analysis and evaluation of its future reserve acquisitions. Mr. Horigan joined
Vess Oil in 1988 as Operations Manager. Prior to joining Vess Oil, Mr. Horigan served in various petroleum engineering capacities for Amoco
Production Company beginning in 1975. Mr. Horigan graduated from the University of Kansas in 1974 with a Bachelor of Science degree in
Chemical Engineering. Mr. Horigan is a member of the Society of Petroleum Engineers and serves on the Executive Board for the Wichita
Section. He is also a member of the Producers Advisory Group and Petroleum Technology Transfer Council of the North Mid-Continent
Region.

      Brian Gaudreau is the Vice President of Land for Vess Oil where he is responsible for land, contracts and acquisitions. Mr. Gaudreau
joined Vess Oil in 2002 as Vice President, Land and Acquisitions. Prior to joining Vess Oil, he held the title of Manager, Land and
Acquisitions for Stelbar Oil Corporation, Inc. beginning in 1989. Mr. Gaudreau graduated from the University of Kansas in 1977 with a
Bachelors degree in Economics. Mr. Gaudreau belongs to the American Association of Professional Landmen and the Dallas Acquisitions,
Divestitures, and Mergers Energy Forum and is the current Secretary of KIOGA.

Executive Management from Murfin Drilling

       David L. Murfin is the President of Murfin Drilling and the Chairman and Chief Executive Officer of Murfin, Inc. Mr. Murfin has held
his positions at Murfin Drilling and Murfin, Inc. since 1992 and 1998, respectively. Mr. Murfin received degrees in Mechanical Engineering
and Business Administration from the University of Kansas in 1975. Mr. Murfin has previously served as National Chairman of the Liaison
Committee of Cooperating Oil & Gas Associations, President of the KIOGA, a Regional Vice President of the Texas Independent Producers
and Royalty Owners Association, and a member of the Executive Committee of the Board of Directors of the International Association of
Drilling Contractors. Mr. Murfin currently serves on the Board of Directors of the Independent Petroleum Association of America and on the
National Petroleum Council.

      Jerry Abels is Land Manager for Murfin Drilling where he is responsible for land and contracts. Mr. Abels has held his position at
Murfin Drilling since 1979. Prior to joining Murfin Drilling, he was involved in his own oilfield equipment and exploration business.
Mr. Abels received a degree in Business from the University of Texas in 1951. Mr. Abels is a CPLM, Certified Petroleum Landman, and has
served on the National Board of the AAPL, American Association of Petroleum Landmen.

     Richard W. Green is the Controller of Murfin Drilling. After receiving his Masters in Science Accounting in 1971 from Wichita State
University, Mr. Green spent eight years in public accounting

                                                                       36
with Peterson, Peterson and Goss CPA's. Mr. Green joined Murfin Drilling as Assistant Controller in 1980.

      Robert D. Young is the Treasurer and Chief Financial Officer of Murfin Drilling and the Chief Financial Officer of Murfin, Inc. After
receiving a Bachelor of Business Administration degree in Accounting from Wichita State University in 1965, Mr. Young began his career in
1965 with Peterson, Peterson and Goss CPA's. Mr. Young joined Murfin Drilling as Controller and financial advisor to the sole owner of the
company in 1974. Mr. Young is currently serving on the Board of Directors and is Treasurer of the Petroleum Club of Wichita and is a member
of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

Beneficial Ownership of MV Partners

     The following chart shows the ownership structure of MV Partners.




      The following table sets forth, as of December 1, 2006, the beneficial ownership of interests in MV Partners that will be outstanding upon
the consummation of this offering, assuming no exercise of the underwriters' option to purchase additional trust units, and the application of the
related net proceeds to be received by MV Partners and held by:

     •
            each person who will then beneficially own 5% or more of the outstanding member interests in MV Partners;

     •
            each member of MV Partners' executive management team; and

     •
            all members of MV Partners' executive management team as a group.

                                                                       37
     Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all member
interests of MV Partners shown as beneficially owned by them.

                                                                                                       Percentage of
                                                                                                         Member
                                                                                                         Interests
                                                                                                        Beneficially
                      Name of Beneficial Owner                                                            Owned

                      MV Energy, LLC(1)                                                                          68.7 %
                      VAP-I, LLC(2)                                                                              50.0 %
                      Vess Acquisition Group, L.L.C.(3)                                                          34.3 %
                      Murfin, Inc.(4)                                                                            35.6 %
                      J. Michael Vess(5)                                                                         34.0 %
                      David L. Murfin(6)                                                                         28.9 %
                      William R. Horigan                                                                           —
                      Brian Gaudreau                                                                               —
                      Jerry Abels                                                                                  —
                      Robert D. Young                                                                              —
                      Richard W. Green                                                                             —
                      Richard J. Koll                                                                              —
                      Executive management team as a group(1)(2)(3)(4)(5)(6)                                     62.9 %


(1)
       MV Energy, LLC owns 50% of the membership interests of MV Partners. Vess Acquisition Group, L.L.C. and Murfin, Inc. each own
       50% of the membership interests of MV Energy, LLC. MV Energy also owns 37.4% of VAP-I, LLC, which owns 50.0% of the member
       interests of MV Partners. The address of MV Energy, LLC is 250 N. Water, Suite 300, Wichita, Kansas 67202.

(2)
       VAP-I, LLC owns 50% of the member interests of MV Partners. MV Energy, LLC and Murfin, Inc. own 37.4% and 2.6%, respectively,
       of the member interests of VAP-I, LLC. The address of VAP-I, LLC is 1700 Waterfront, Building 500, Wichita, Kansas 67206.

(3)
       Vess Acquisition Group, L.L.C. owns 50% of the member interests of MV Energy, LLC, the sole manager of MV Partners. MV Energy
       owns 68.7% of the member interests of MV Partners through its ownership of a 50% member interest in MV Partners and a 37.4%
       member interest in VAP-I, LLC. Vess Energy, L.L.C. controls Vess Acquisition Group and owns 80% of the member interests of Vess
       Acquisition Group. A trust formed by J. Michael Vess, of which Mr. Vess acts as trustee and is the sole beneficiary, owns 52% of the
       member interests of Vess Energy. The address of Vess Acquisition Group is 1700 Waterfront, Building 500, Wichita, Kansas 67206.

(4)
       Murfin, Inc. owns 50% of the member interests of MV Energy, LLC, the sole manager of MV Partners. MV Energy owns 68.7% of the
       member interests of MV Partners through its ownership of a 50% member interest in MV Partners and a 37.4% member interest in
       VAP-I, LLC. Murfin, Inc. also owns a 2.6% member interest in VAP-I, LLC. Mr. Murfin and his immediate family beneficially own
       32.9% of Murfin, Inc. and Mr. Murfin has the power to vote 81.1% of the shares of common stock of Murfin, Inc. Mr. Murfin's two
       sisters, who are directors in Murfin, Inc, and their immediate families each beneficially own 32.9% of Murfin, Inc. Mr. Murfin's mother
       beneficially owns the remaining 1.3% of Murfin, Inc. Mr. Murfin may be deemed to beneficially own 100% of Murfin, Inc. The address
       of Murfin, Inc. is 250 N. Water, Suite 300, Wichita, Kansas 67202.

(5)
       Mr. Vess holds 15.2% of his interests in MV Partners through the J. Michael Vess Revocable Trust, for which Mr. Vess is both the
       trustee and the sole beneficiary. Mr. Vess also has dispositive power

                                                                     38
      over an additional 18.8% of MV Partners. The address of Mr. Vess is 1700 Waterfront, Building 500, Wichita, Kansas 67206.

(6)
        Mr. Murfin holds his interests in MV Partners through Murfin, Inc. Mr. Murfin and his immediate family beneficially own 32.9% of
        Murfin, Inc. and Mr. Murfin has the power to vote 81.1% of the shares of common stock of Murfin, Inc. Mr. Murfin's two sisters, who
        are directors in Murfin, Inc., and their immediate families each beneficially own 32.9% of Murfin, Inc. Mr. Murfin's mother beneficially
        owns the remaining 1.3% of Murfin, Inc. Mr. Murfin may be deemed to beneficially own 100% of Murfin, Inc. The address of
        Mr. Murfin is 250 N. Water, Suite 300, Wichita, Kansas 67202.

                                                                       39
                                                                    THE TRUST

      The trust is a statutory trust created under the Delaware Statutory Trust Act in August 2006. The business and affairs of the trust will be
managed by The Bank of New York Trust Company, N.A., as trustee. MV Partners has no ability to manage or influence the operations of the
trust. In addition, Wilmington Trust Company will act as Delaware trustee of the trust. The Delaware trustee will have only minimal rights and
duties as are necessary to satisfy the requirements of the Delaware Statutory Trust Act. In connection with the completion of this offering, MV
Partners will contribute the net profits interest to the trust in exchange for all 11,500,000 of the outstanding trust units. In addition, in
connection with the trust's first quarterly distribution, MV Partners will contribute cash in an amount equal to the amount that would have been
payable to the trust as of the closing of this offering had the net profits interest been in effect with respect to all production from the underlying
properties since July 1, 2006. The cash contribution will also include 80% of all amounts paid to MV Partners from hedge contract
counterparties for settlements related to the period from July 1, 2006 to the closing of this offering.

      The trustee can authorize the trust to borrow money to pay trust administrative or incidental expenses that exceed cash held by the trust.
The trustee may authorize the trust to borrow from the trustee as a lender provided the terms of the loan are fair to the trust unitholders. The
trustee may also deposit funds awaiting distribution in an account with itself, if the interest paid to the trust at least equals amounts paid by the
trustee on similar deposits, and make other short-term investments with the funds distributed to the trust.

      The trust will pay the trustee an administrative fee of $150,000 per year. The trust will pay the Delaware trustee a fee of $2,500 per year.
The trust will also incur legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the trust before
distributions are made to trust unitholders. Total administrative expenses of the trust on an annualized basis for 2006 are initially expected to be
approximately $660,000, including the administrative services fee payable to MV Partners.

    The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced
from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net
proceeds from the underlying properties pursuant to the net profits interest), and the trust will soon thereafter wind up its affairs and terminate.

Administrative Services Agreement

      In connection with the closing of this offering, the trust will enter into an administrative services agreement with MV Partners that
obligates the trust, throughout the term of the trust, to pay to MV Partners each quarter an administrative services fee for accounting,
bookkeeping and informational services to be performed by MV Partners on behalf of the trust relating to the net profits interest. The annual
fee, payable in equal quarterly installments, will total $60,000 in 2006 and will increase by 4% each year beginning in January 2007. The
administrative services agreement will terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement
of the trustee and MV Partners.

                                                                          40
                                                     PROJECTED CASH DISTRIBUTIONS

     Immediately prior to the closing of this offering, MV Partners will create the term net profits interest through a conveyance to the trust of
a term net profits interest carved from MV Partners' interests in all of its oil and natural gas properties, which properties are located in the
Mid-Continent region in the States of Kansas and Colorado. The net profits interest will entitle the trust to receive 80% of the net proceeds
from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties until the later to occur of
(1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the
equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net
profits interest).

     The amount of trust revenues and cash distributions to trust unitholders will depend on, among other things:

     •
            oil prices and, to a lesser extent, natural gas prices;

     •
            the volume of oil, natural gas and natural gas liquids produced and sold;

     •
            the settlement prices of the hedge contracts;

     •
            property and production taxes;

     •
            production, development and post-production costs; and

     •
            administrative expenses of the trust.

Projected Cash Distributions

      The following table sets forth a projection of cash distributions to holders of trust units who own trust units as of the record date for the
distribution related to oil, natural gas and natural gas liquid production for the first quarter of 2007 and continue to own those trust units
through the record date for the cash distribution payable with respect to oil, natural gas and natural gas liquid production for the last quarter of
2007. The table also reflects the methodology for calculating the projected cash distribution. The cash distribution projections were prepared by
MV Partners for twelve months ending December 31, 2007, on an accrual of production basis based on the hypothetical assumptions that are
described in "—Significant Assumptions Used to Prepare the Projected Cash Distributions."

      MV Partners does not as a matter of course make public projections as to future sales, earnings or other results. However, the management
of MV Partners has prepared the projected financial information set forth below to present the projected cash distributions to the holders of the
trust units based on the estimates and hypothetical assumptions described below. The accompanying unaudited projected financial information
was generally prepared with a view toward complying with the guidelines established by the AICPA. The preparation of the projected financial
information diverged from the AICPA's guidelines, however, in that the AICPA recommends that projected financial information not be
presented to persons who do not have the opportunity to negotiate directly with the preparer of such information.

     In the view of MV Partners' management, the accompanying unaudited projected financial information was prepared on a reasonable basis
and reflects the best currently available estimates and judgments of MV Partners related to oil, natural gas and natural gas liquid production,
operating expenses and capital expenses, based on:

     •
            the oil, natural gas and natural gas liquid production estimates contained in the reserve report included as Appendix A to this
            prospectus; and

     •
            the lease operating expenses, lease maintenance and development expenses, lease overhead expenses, production and property
            taxes and hedge settlement expenses for the twelve months ending December 31, 2007, contained in the reserve report.

                                                                        41
      The projected financial information was also based on the hypothetical assumption that prices for oil, natural gas and natural gas liquids
remain constant during the twelve months ending December 31, 2007, and at First Call consensus price forecasts for 2007 as of August 3,
2006, which were $63.04 per Bbl of oil and $8.08 per Mcf of natural gas (which prices exclude the effects of financial hedging arrangements).
Because there is no First Call consensus price for natural gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the
hypothetical price used in the projected cash distribution table for oil, which is consistent with the historical pricing realized by MV Partners
for natural gas liquids and is the methodology used in the reserve report. These hypothetical prices were adjusted to take into account MV
Partners' estimate of the basis differential (based on location and quality of the production) between published prices and the prices actually
received by MV Partners. These hypothetical prices are the prices utilized for purposes of preparing the reserve report in accordance with the
requirements of the SEC. Actual prices paid for oil, natural gas and natural gas liquids expected to be produced from the underlying properties
in 2007 will likely differ from these hypothetical prices due to fluctuations in the prices generally experienced with respect to the production of
oil, natural gas and natural gas liquids, and such prices may be higher or lower than utilized for purposes of the projected financial information.
For example, the published average monthly closing NYMEX crude oil spot price per Bbl was $68.22 for the nine months ended September 30,
2006, with the monthly closing prices ranging from $61.41 to $74.40 during such period. See "Risk Factors—The amounts of the cash
distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices."

      MV Partners utilized these production estimates, hypothetical oil, natural gas and natural gas liquid prices and cost estimates in preparing
the projected financial information. This methodology is consistent with the requirements of the SEC for estimating oil, natural gas and natural
gas liquid reserves and discounted present value of future net revenues attributable to the net profits interest, other than the use of First Call
consensus price forecasts rather than the use of constant prices based on the prices in effect at the time of the reserve estimate as required by the
rules and regulations of the SEC. The actual production amounts, commodity prices and costs for 2007, however, are not known for certain,
and the projected financial information should not be relied upon as being necessarily indicative of future results. Readers of this prospectus are
cautioned not to place undue reliance on the projected financial information.

     Neither MV Partners' independent auditors, nor any other independent accountants, have compiled, examined or performed any
procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of
assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial
information.

      The projections and the estimates and hypothetical assumptions on which they are based are subject to significant uncertainties, many of
which are beyond the control of MV Partners or the trust. Actual cash distributions to trust unitholders, therefore, could vary significantly
based upon events or conditions occurring that are different from the events or conditions assumed to occur for purposes of these
projections. Cash distributions to trust unitholders will be particularly sensitive to fluctuations in oil, natural gas and natural gas liquid prices.
See "Risk Factors—The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and
natural gas liquid prices." As a result of typical production declines for oil and natural gas properties, production estimates generally
decrease from year to year, and the projected cash distributions shown in the table below are not necessarily indicative of distributions
for future years. See "—Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid Production," which shows
projected effects on cash distributions from hypothetical changes in oil production. Because payments to the trust will be generated by
depleting assets and the trust has a finite life with the production from the underlying properties diminishing over time, a portion of each
distribution will represent a return of your original investment. See "Risk Factors—The reserves attributable to the underlying properties are

                                                                          42
depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from acquiring other oil and
natural gas properties or net profits interests to replace the depleting assets and production."

                                                                                         Projection for Twelve Months
                                                                                        Ending December 31, 2007, Based
                                                                                        on Oil, Natural Gas and Natural
                                                                                        Gas Liquid Production in Reserve
                          Projected Cash Distributions                                             Report(2)

                                                                                       (dollars in thousands, except per Bbl,
                                                                                            Mcf and trust unit amounts)


                          Underlying properties sales volumes:
                            Oil (MBbls)                                                                              1,104.0
                            Natural gas (MMcf)                                                                         131.5
                            Natural gas liquids (MBbls)                                                                  8.6
                          Assumed sales price:
                            Oil (per Bbl)                                          $                                   58.74
                            Natural gas (per Mcf)                                  $                                    6.85
                            Natural gas liquids (Bbls)                             $                                   46.84
                          Calculation of net proceeds:
                            Gross proceeds:
                               Oil sales                                           $                                  64,846
                               Natural gas sales                                                                         901
                               Natural gas liquid sales                                                                  405
                               Payments made to settle hedge contracts                                                  (908 )

                                       Total                                       $                                  65,244

                             Costs:
                               Lease operating expenses                            $                                  11,727
                               Lease maintenance and development expenses                                              5,135
                               Lease overhead expenses                                                                 2,239
                               Production and property taxes                                                           2,477

                                       Total                                       $                                  21,578

                          Net proceeds                                             $                                  43,666

                          Percentage allocable to net profits interest                                                    80 %
                          Net proceeds to trust from net profits interest          $                                  34,933

                          Amounts payable to MV Partners to settle hedge
                          contracts                                                $                                      550
                          Percentage allocable to trust                                                                    80 %
                          Payments to trust from hedge contracts                                                          440

                          Total cash proceeds to trust                                                                35,373

                          Trust administrative expenses                                                                   662

                          Projected cash distribution on trust units               $                                  34,711

                          Projected cash distribution per trust unit(1)            $                                     3.02



(1)
       Assumes 11,500,000 trust units outstanding.

(2)
The following table sets forth, on a quarterly basis, our projected cash distributions for each of the four quarters in the twelve-month
period ending December 31, 2007. Our quarterly forecast is based on the same assumptions utilized for the preparation of the projection
for the twelve-month period ending December 31, 2007.

                                                               43
                                                                                                     Quarter Ending

                                                                   March 31,             June 30,              September 30,                December 31,
                                                                    2007                  2007                     2007                         2007

                                                                            (dollars in thousands, except per Bbl, Mcf and trust unit amounts)


Underlying Properties sales volumes:
  Oil (MBbls)                                                              270.4               267.4                        281.3                     284.9
  Natural gas (MMcf)                                                        34.3                33.3                         32.4                      31.5
  Natural gas liquids (MBbls)                                                2.2                 2.2                          2.1                       2.1
Assumed sales price:
  Oil (per Bbl)                                                $           58.74     $         58.74      $                 58.74      $              58.74
  Natural gas (per Mcf)                                        $            6.85     $          6.85      $                  6.85      $               6.85
  Natural gas liquids (Bbls)                                   $           46.84     $         46.84      $                 46.84      $              46.84
Calculation of net proceeds:
  Gross proceeds:
     Oil sales                                                 $        15,884 $              15,709 $                    16,520 $                   16,733
     Natural gas sales                                                     235                   228                         222                        216
     Natural gas liquid sales                                              105                   102                         100                         98
     Payments made to settle hedge contracts                              (227 )                (227 )                      (227 )                     (227 )

           Total                                               $        15,997       $        15,812      $               16,615       $             16,820

   Costs:
     Lease operating expenses                                  $           2,892     $         2,903      $                 2,943      $              2,988
     Lease maintenance and development expenses                              293               1,018                        2,687                     1,140
     Lease overhead expenses                                                 559                 559                          559                       560
     Production and property taxes                                           591                 581                          643                       662

           Total                                               $           4,335     $         5,061      $                 6,832      $              5,350

Net proceeds                                                   $        11,662       $        10,751      $                 9,783      $             11,470

Percentage allocable to net profits interest                                  80 %                80 %                         80 %                      80 %
Net proceeds to trust from net profits interest                $           9,330 $             8,601 $                      7,826 $                   9,176

Amounts payable to MV Partners to settle hedge contracts       $               180 $                205 $                      123 $                        43
Percentage allocable to trust                                                   80 %                 80 %                       80 %                        80 %
Payments to trust from hedge contracts                                         144                  164                         98                          34

Total cash proceeds to trust                                               9,474               8,765                        7,924                     9,210

Trust administrative expenses                                                  166                  166                        166                         166

Projected cash distribution on trust units                     $           9,308     $         8,599      $                 7,758      $              9,044

Projected cash distribution per trust unit                     $            0.81     $           0.75     $                  0.67      $                   0.79


Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid Production

     The amount of revenues of the trust and cash distributions to the trust unitholders will be directly dependent on the sales price for oil,
natural gas and natural gas liquid production sold from the underlying properties, the volumes of oil, natural gas and natural gas liquids
produced attributable to the underlying properties, payments made under the hedge contracts and, to some degree, the level of variations in
lease operating expenses, lease maintenance and development expenses, lease overhead expenses and production and property taxes. The
increase in the projected cash distributions in the twelve months ending December 31, 2007 compared to the amount of cash that would have
been available for distribution in the year ended December 31, 2005 is primarily because of an expected decrease in hedge settlement costs and
an expected increase in production from 2005 to 2007. The table below demonstrates the projected effect that hypothetical changes in the
estimated oil production for 2007, as reflected in the reserve report, could have on cash distributions to the trust unitholders.

                                                                      44
      The table and discussion below sets forth sensitivity analyses of annual cash distributions per trust unit for the twelve months ending
December 31, 2007, on the accrual basis, on the assumption that a trust unitholder purchased a trust unit on January 1, 2007, and held such trust
unit until the quarterly record date for distributions made with respect to oil, natural gas and natural gas liquid production in the last quarter of
2007, based upon (1) the assumption that a total of 11,500,000 trust units are issued and outstanding after the closing of the offering made
hereby; (2) an assumed purchase price of $20.00 per trust unit; (3) various realizations of production levels estimated in the reserve report;
(4) the hypothetical commodity prices based upon First Call consensus price forecasts for oil and natural gas as of August 3, 2006; (5) the
impact of the hedge contracts entered into by MV Partners that relate to production from the underlying properties; and (6) other assumptions
described below under "—Significant Assumptions Used to Prepare the Projected Cash Distributions." The hypothetical commodity prices of
oil, natural gas and natural gas liquid production shown have been chosen solely for illustrative purposes. For a description of the effect of
calculating annual cash distributions on an accrual basis rather than on a cash basis as prescribed in the conveyance of the net profits interest,
see "—Significant Assumptions Used to Prepare the Projected Cash Distributions—Timing of Actual Distributions."

      The table below is not a projection or forecast of the actual or estimated results from an investment in the trust units. The
purpose of the table below is to illustrate the sensitivity of cash distributions to changes in oil production levels. There is no assurance
that the hypothetical assumptions described below will actually occur or that production levels will not change by amounts different
from those shown in the tables.

      MV Partners has entered into certain hedge contracts related to the oil production from the underlying properties for the years 2006
through 2010. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56
to $68 per barrel of oil that hedge approximately 82% to 86% of expected production from the proved developed producing reserves
attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at
prices ranging from $63 to $71 per barrel of oil that hedge approximately 80% of expected production from the proved developed producing
reserves attributable to the underlying properties in the reserve report. As a result, cash distributions related to 2006, 2007 and 2008 are not
expected to fluctuate significantly due to changes in oil prices, and fluctuations in cash distributions related to 2009 and 2010 as a result of
changes in oil prices will not be as significant as they would be if the hedge contracts were not in place. MV Partners has not entered into any
hedge contracts related to production from the underlying properties for periods after 2010 and, therefore, cash distributions for those periods
are expected to fluctuate significantly as a result of changes in oil prices after 2010. See "Risk Factors" for a discussion of various items that
could impact production levels and the prices of oil and natural gas.

                                                                         45
     The purpose of the table below is to illustrate the sensitivity of cash distributions solely to changes in oil production levels, excluding the
impact of any price differences for production of oil from the prices forecasted. The table below is not a projection or forecast of the actual or
estimated results from an investment in the trust units.

                                    Sensitivity of Total 2007 Projected Cash Distributions Per Trust Unit
                                                         to Changes in Oil Production

                                                                                                     Total 2007 Projected
                                                  Percentage of                                       Cash Distributions
                                         2007 Estimated Oil Production(1)                              Per Trust Unit

                     90%                                                                    $                               2.57
                     95%                                                                    $                               2.79
                     100%                                                                   $                               3.02
                     105%                                                                   $                               3.24
                     110%                                                                   $                               3.47


(1)
       Estimated oil production is based on the reserve report included as Appendix A to this prospectus, and the sensitivity analysis assumes
       that oil production will continue to represent the same percentage of total production as estimated for 2007 in the reserve report.

     Due to the significant hedging in place with respect to estimated 2007 oil production, no sensitivity analysis is presented to reflect the
sensitivity of changes in oil prices on the level of cash distributions to unitholders. In addition, because estimated production for 2007 is
expected to consist of approximately 98% oil and 2% natural gas and natural gas liquids, no sensitivity analysis is presented to reflect the
sensitivity of changes in production or prices of natural gas or natural gas liquids on the level of cash distributions to unitholders.

Significant Assumptions Used to Prepare the Projected Cash Distributions

      Timing of Actual Distributions. In preparing the projected cash distributions and sensitivity analysis above, the revenues and expenses
of the trust were calculated based on the terms of the conveyance creating the trust's net profits interest. These calculations are described under
"Computation of Net Proceeds—Net Profits Interest," except that amounts for the projection and table above were calculated on an accrual or
production basis rather than the cash basis prescribed by the conveyance. As a result, the proceeds for production for a portion of the three
months ended December 31, 2007, and reflected in the projection and sensitivity analysis, will actually enter into the calculation of net
proceeds to be received by the trust in 2008. Net proceeds from production during the five months ended December 31, 2006, will in fact be
distributed to the trust in 2007.

     Production Estimates. Production estimates for 2007 are based on the reserve report. The reserve report assumed constant prices at
June 30, 2006, based on a crude oil price of $73.93 ($70.68 realized) per Bbl, the weighted average wellhead natural gas price at June 30, 2006,
of $5.07 per Mcf and the natural gas liquid price at June 30, 2006, of $56.37 per Bbl. Production from the underlying properties for 2007 is
estimated to be 1,104.0 MBbls of oil, 131.5 MMcf of natural gas and 8.6 MBbls of natural gas liquids. See "—Oil, Natural Gas and Natural
Gas Liquid Prices" below for a description of changes in production due to price variations. Net sales for the nine months ended September 30,
2006, on an accrual basis, were 771 MBbls of oil, 76 MMcf of natural gas and 5 MBbl of natural gas liquids. Net sales for the year ended
December 31, 2005, on an accrual basis, were 1,058 MBbls of oil, 89 MMcf of natural gas and 5 MBbls of natural gas liquids. The projected
increase of estimated production for 2007 is primarily the result of approximately $3.4 million of maintenance and development expenditures
on the underlying properties that either have been or are planned to be incurred by MV Partners during the second half of 2006 for well
workover and other development activities that are expected to

                                                                            46
increase production from the underlying properties beginning in late 2006 and through 2007. In addition, MV Partners expects to incur
approximately $5.1 million of maintenance and development expenditures during 2007 to further increase production from the underlying
properties in 2007. Although MV Partners expects annual production from the underlying properties to decline at an average annual rate of
3.5% over the next 20 years, MV Partners expects the actual annual decline rate to be smaller during the beginning of that period and to
increase over the course of that period. The expected increase in the annual decline rate over the course of this 20-year period is primarily a
result of the assumption that no additional development drilling or other capital expenditures are made after 2010 on the underlying properties.
Differing levels of production will result in different levels of distributions and cash returns.

     Oil, Natural Gas and Natural Gas Liquid Prices. Hypothetical oil and natural gas prices assumed in the projected cash distribution
table are based on published First Call consensus forecasts of oil and natural gas prices for 2007 as of August 3, 2006. Published NYMEX
benchmark prices for crude oil are based upon an assumed light, sweet crude oil of a particular gravity that is stored in Cushing, Oklahoma
while published NYMEX benchmark prices for natural gas are based upon delivery at the Henry Hub in Louisiana. These prices differ from the
average or actual price received for production attributable to the underlying properties. Differentials between published oil and natural gas
prices and the prices actually received for the oil and natural gas production may vary significantly due to market conditions, transportation
costs and other factors.

     In the above tables, $4.31 per barrel is deducted from the First Call consensus forecast price for crude oil in 2007 to reflect these
differentials. This deduction is based on MV Partners' estimate of the average difference between the NYMEX published price of crude oil and
the price to be received by MV Partners for production attributable to the underlying properties during 2007. The average difference between
the NYMEX published price of crude oil and the price received by MV Partners for oil production attributable to the underlying properties
during the month of June 2006 was $3.25 per barrel, which is the assumed differential used in the reserve report. Pro forma average oil prices
appearing in this prospectus have been adjusted for these differentials.

      In the cash distribution table, $1.23 is deducted from the First Call consensus forecast price for natural gas in 2007 to reflect these
differentials. This deduction is based on MV Partners' estimate of the average difference between the NYMEX published price of natural gas
and the price to be received by MV Partners for production attributable to the underlying properties during 2007. The average difference
between the NYMEX published price of natural gas and the price received by MV Partners for natural gas production attributable to the
underlying properties during the six months ended June 30, 2006 was $1.73 per Mcf. Because there is no First Call consensus price for natural
gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the hypothetical price used in the projected cash distribution
table for oil, which is consistent with the historical pricing realized by MV Partners for natural gas liquids and is the methodology used in the
reserve report.

     The adjustments to published oil, natural gas and natural gas liquid prices applied in the above projected cash distribution estimate are
based upon an analysis by MV Partners of the historic price differentials for production from the underlying properties with consideration given
to gravity, quality and transportation and marketing costs that may affect these differentials in 2007. There is no assurance that these assumed
differentials will occur in 2007.

     When oil, natural gas and natural gas liquid prices decline, the operators of the properties comprising the underlying properties may elect
to reduce or completely suspend production. No adjustments have been made to estimated 2007 production to reflect potential reductions or
suspensions of production.

     Settlements of Hedge Contracts. The projected gross proceeds includes the impact of payments that would be made to settle the hedge
contracts in 2007 based upon the hypothetical oil prices

                                                                       47
assumed in the projected cash distribution table. In addition, the cash distribution table includes the impact of the trust's right to receive 80% of
the amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. MV Partners has
entered into swap contracts with respect to 687,000 Bbls of oil expected to be produced from the underlying properties during 2007 at a
weighted average price per Bbl of $62.52 and has entered into costless collars with respect to 120,000 Bbls of oil expected to be produced from
the underlying properties during 2007 at a weighted average floor and ceiling price of $61.00 and $68.00, respectively.

     During the year ended December 31, 2005, MV Partners incurred costs of approximately $22 million as a result of the settlement of
hedging arrangements. Because of the price at which these hedging arrangements settled compared to the market price of crude oil, the excess
of revenues over direct operating expenses for the underlying properties during the year ended December 31, 2005 was significantly decreased
from what it otherwise would have been had these hedging arrangements not been in place. Using the hypothetical oil prices in the projected
cash distributions table above, the projected cash distributions include an estimated cost of $358,000 related to hedge settlements in 2007. This
estimated decrease in hedge settlement costs between 2005 and 2007 is the primary reason for the increase in projected cash distributions
between 2005 and 2007.

     Costs. For 2007, MV Partners estimates lease operating expenses to be $11.7 million, lease maintenance and development expenses to
be $5.1 million, lease overhead expenses to be $2.2 million and production and property taxes to be $2.5 million. For the nine months ended
September 30, 2006, lease operating expenses were $8.7 million, lease maintenance and development expenses were $2.8 million, lease
overhead expenses were $1.7 million and production and property taxes were $2.8 million. Lease overhead is the estimated fee for all
properties operated by MV Partners that is deducted by MV Partners in calculating net proceeds. For a description of production expenses and
development costs, see "Computation of Net Proceeds—Net Profits Interest." MV Partners expects its costs in 2007 to be substantially the
same as its expected costs in 2006 after giving effect to capital projects expected to be undertaken during the third and fourth quarters of 2006.

     Administrative Expense.      Trust administrative expense for 2007 is assumed to be $662,000. See "The Trust."

                                                                         48
                                                       THE UNDERLYING PROPERTIES

     The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties as of the date of the conveyance
of the net profits interest to the trust, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. These oil
and natural gas properties consist of approximately 985 producing oil and natural gas wells on approximately 202 leases. MV Partners acquired
the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties
from a major oil and gas company, and the second of which was in 1999 when it acquired the remaining portion of the underlying properties
from a large independent oil and natural gas company. As of June 30, 2006, proved reserves attributable to the underlying properties, as
estimated in the reserve report, were approximately 18.7 MMBoe with a PV-10 of $358.7 million. During the nine months ended
September 30, 2006, average net daily production from the underlying properties was 2,883 Boe per day. Affiliates of MV Partners are
currently the operators or contract operators of substantially all of the properties comprising the underlying properties.

     MV Partners' interests in the properties comprising the underlying properties require MV Partners to bear its proportionate share, along
with the other working interest owners, of the costs of development and operation of such properties. The properties comprising the underlying
properties are burdened by non-working interests owned by third parties, consisting primarily of royalty interests retained by the owners of the
land subject to the working interests. These landowners' royalty interests typically entitle the landowner to receive 12.5% of the revenue
derived from oil and natural gas production resulting from wells drilled on the landowner's land, without any deduction for drilling costs or
other costs related to production of oil and natural gas. A working interest percentage represents a working interest owner's proportionate
ownership interest in a property in relation to all other working interest owners in that property, whereas a net revenue interest percentage is a
working interest owner's percentage of production after reducing such percentage by the percentage of burdens on such production such as
royalties and overriding royalties.

     Based on the reserve report, the net profits interest would entitle the trust to receive net proceeds from the sale of production of 11.5
MMBoe of proved reserves attributable to the underlying properties expected to be produced during the term of the net profits interest,
calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the net profits
interest. The reserves attributable to the underlying properties include all reserves expected to be economically produced during the life of the
properties, whereas the trust is entitled to only receive 80% of the net proceeds from the sale of production of oil, natural gas and natural gas
liquids attributable to the underlying properties during the term of the net profits interest.

     MV Partners' interest in the underlying properties after deducting the net profits interest entitles it to 20% of the net proceeds from the sale
of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits interest and all
of the net proceeds thereafter. Immediately following the closing of this offering, MV Partners intends to sell at the initial public offering price
the 4,000,000 trust units not sold in this offering to its two members, MV Energy and VAP-I, in exchange for cash in the amount of
$8.0 million and promissory notes. Each of MV Energy and VAP-I will own 50% of the retained units. These retained trust units are subject to
lock-up arrangements. See "Trust Units Eligible for Future Sale—Lock-up Agreements." MV Partners believes that its members' retained
ownership interests will provide sufficient incentive for MV Partners to operate (or cause to be operated) and develop the oil and natural gas
properties comprising the underlying properties in an efficient and cost-effective manner. In addition, MV Partners has agreed to use
commercially reasonable efforts to cause the operators of the underlying properties to operate these properties in the same manner it would if
these properties were not burdened by the net profits interest.

    The Mid-Continent region is a mature producing region with well-known geologic characteristics. Most of the production from the
underlying properties consists of desirable crude oil of a quality level

                                                                          49
between sweet and sour with 33 to 34 gravity averages. Most of the producing wells to which the underlying properties relate are relatively
shallow, ranging from 600 to 4,500 feet, and many are completed to multiple producing zones. In general, the producing wells to which the
underlying properties relate have stable production profiles and their production is generally long-lived, often with total projected economic
lives in excess of 50 years. Based on the reserve report, annual production from the underlying properties is expected to decline at an average
annual rate of 3.5% over the next 20 years assuming no additional development drilling or other capital expenditures are made after 2010 on
the underlying properties. MV Partners expects total capital expenditures for the underlying properties during the next five years will be
approximately $17 million, which it expects will partially offset the natural decline in production otherwise expected to occur with respect to
the underlying properties as described in more detail below.

Historical Results of the Underlying Properties

     The following table sets forth revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the
underlying properties for the three years in the period ended December 31, 2005, and for the nine-month periods ended September 30, 2005
and 2006, derived from the underlying properties' audited and unaudited statements of historical revenues and direct operating expenses
included elsewhere in this prospectus. The unaudited statements were prepared on a basis consistent with the audited statements and, in the
opinion of MV Partners, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the revenues,
direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the periods
presented.

                                                                                                                          Nine months ended
                                                                    Year ended December 31,                                 September 30,

                                                             2003            2004                2005                   2005             2006

                                                                                (in thousands, except operating data)


Revenues:
  Oil sales                                             $     34,610 $         44,364 $            57,353 $               41,971 $             50,061
  Natural gas sales                                              562              571                 609                    373                  432
  Natural gas liquid sales                                       247              294                 312                    220                  247
  Hedge and other derivative activity                         (7,383 )        (14,403 )           (22,319 )              (16,825 )            (15,459 )

        Total                                                 28,036           30,826              35,955                 25,739              35,281

Direct operating expenses:
   Lease operating expenses                                   10,156           10,430              11,307                  8,440                8,702
   Lease maintenance                                           1,334            1,454               1,916                  1,385                1,598
   Lease overhead                                              2,047            2,015               2,068                  1,533                1,655
   Production and property tax                                 1,322            1,389               1,867                  1,404                2,794

        Total                                                 14,859           15,288              17,158                 12,762              14,749

Excess of revenues over direct operating expenses       $     13,177    $      15,538      $       18,797       $         12,977    $         20,532


      MV Partners has historically entered into certain hedging arrangements and other derivatives to reduce the exposure of the revenues from
oil production for the underlying properties to fluctuations in crude oil prices. In addition, MV Partners was required under the terms of its
original agreement of limited partnership to hedge approximately 80% of its expected annual proved producing reserves. As a result of the
repurchase of the limited partner interest in MV Partners in 2005 as described in "MV Partners," this requirement is no longer in effect. From
2003 to 2005, approximately 70% to 74% of the actual oil production volumes were subject to these hedging arrangements with settlement
prices ranging from $20.10 to $33.60 per barrel. During that same period, the average NYMEX price per barrel of crude oil was between
$31.07 and $56.67. These hedging arrangements have now expired and

                                                                       50
will not impact the amount of cash available for distribution to the trust. The settlement prices of the existing hedge contracts range from $56 to
$71 and are more consistent with current crude oil prices.

     The following table provides oil and natural gas sales volumes, average sales prices and capital expenditures relating to the underlying
properties for the three years in the period ended December 31, 2005, and for the nine-month periods ended September 30, 2005 and 2006.
Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and
other derivative activity.

                                                                                                                    Nine months ended
                                                                             Year ended December 31,                  September 30,

                                                                      2003             2004            2005         2005          2006

Operating data:
  Sales volumes:
      Oil (MBbls)                                                      1,198             1,127          1,058          788              771
      Natural gas (MMcf)                                                 116               104             89           64               76
  Average Prices:
      Oil (per Bbl)                                               $    28.89       $     39.37    $     54.21   $    53.25    $     64.91
      Natural gas (per Mcf)                                       $     4.84       $      5.51    $      6.83   $     5.86    $      5.68
Capital expenditures (in thousands):
  Property acquisition                                            $    1,108       $     1,380    $     1,895   $    1,388    $     1,051
  Well development                                                       172               297            381          350            131

      Total                                                       $    1,280       $     1,677    $     2,276   $    1,738    $     1,182

Discussion and Analysis of Historical Results of the Underlying Properties

     Comparison of Results of the Underlying Properties for the Nine Months Ended September 30, 2006 and 2005

     Excess of revenues over direct operating expenses for the underlying properties was $20.5 million for the nine months ended
September 30, 2006, compared to $13.0 million for the nine months ended September 30, 2005. The increase was primarily a result of an
increase in the average price received for the oil and natural gas sold. This was partially offset by an increase in direct operating expenses and a
decrease in hedge and other derivative expense.

      Revenues. Revenues from oil, natural gas and natural gas liquid sales increased $8.2 million between the periods. This increase in
revenues was primarily the result of an increase in the average price received for crude oil sold from $53.25 per Bbl for the nine months ended
September 30, 2005 to $64.91 per Bbl for the nine months ended September 30, 2006. The increase in revenues was also the result of a small
decrease in the average price received for natural gas sold from $5.86 per Mcf for the nine months ended September 30, 2005 to $5.68 per Mcf
for the nine months ended September 30, 2006, as well as a small increase in volumes sold.

     Hedge and Other Derivative Activities. Hedge and other derivative activities expense decreased from $16.8 million for the nine months
ended September 30, 2005 to $15.5 million for the nine months ended September 30, 2006. This decrease was due to an increase in
ineffectiveness of hedges and other derivatives then in place being recorded to the expense account and a decrease in realized hedge losses for
the period.

     At September 30, 2006, MV Partners recorded a $1.2 million expense for ineffectiveness of hedges and other derivatives compared to a
$0.3 million expense at September 30, 2005. The increase in ineffectiveness during the nine months ended September 30, 2006 compared to the
nine months ended September 30, 2005 is partially the result of additional hedge and other derivative contracts placed during the last quarter of
2005. At September 30, 2005, MV Partners had open swap agreements covering the next 15 months and no open collar transactions. At
September 30, 2006, MV Partners had

                                                                         51
open swap agreements covering the next 51 month periods and an open collar transaction covering the 12 months of 2007 which increased the
volume of hedges and the exposure to hedge ineffectiveness compared to September 30, 2005. The change in value of the open collar
transaction resulted in an expense of $0.3 million for the nine months ended September 30, 2006.

      Hedge ineffectiveness of the swap agreements is the result of various factors including changes in the average crude oil price and changes
in the basis differential between the NYMEX price and the price actually received by MV Partners. An increase in the basis differential, the
increase in the price of crude oil and the extended hedge and derivative contracts all combined to increase the expense associated with the swap
agreements for the nine months ended September 30, 2006 by $0.9 million.

      In addition, a portion of the increase in hedge and other derivative expense was due to the higher average NYMEX price per Bbl of crude
oil for the first nine months of 2006 of $68.22 compared to $55.40 for the first nine months of 2005. The weighted average settlement price of
hedges and other derivatives for the first nine months of 2006 was $46.37 compared to $27.01 for the first nine months of 2005. The remainder
of the increase was due to 69,402 more Bbls of oil being subject to hedge arrangements during the first nine months of 2006.

     Hedge ineffectiveness and actual hedge losses increased during the period of rising oil prices as experienced from 2003 to 2005 when the
average NYMEX price per barrel of crude oil went from $31.07 to $56.56. Hedge ineffectiveness and hedge losses typically decrease during
periods of flat or declining oil prices. Because commodity prices can fluctuate significantly, past performance of our hedges is not necessarily
indicative of their future performance.

     Prices. The average price received for the crude oil sold increased primarily as a result of an increase in the oil price index on which the
sales prices for a majority of the oil production were based. The average price for natural gas sold decreased slightly as a result of a decrease in
the natural gas price index on which the sales prices for a majority of the natural gas production were based.

      Volumes. The small decrease in overall production sales volumes was less than the natural decline of the underlying properties. The
additional production to partially offset the natural decline of the underlying properties during the nine months ended September 30, 2006
compared to the nine months ended September 30, 2005 is primarily attributable to lower production caused by an ice storm in Kansas during
the first quarter of 2005 and the results of MV Partners' development program in the first nine months of 2006.

     Direct operating expenses. Direct operating expenses increased from $12.8 million for the nine months ended September 30, 2005 to
$14.7 million for the nine months ended September 30, 2006. This increase was primarily a result of an increase in production and property tax,
casing repair to several wells, repair and cleanout of a salt water disposal system well and continuing restoration of wells from inactive status to
producing status.

      Lease maintenance expense.     The increase in lease maintenance expense was primarily due to the timing of scheduled projects in the
first nine months of 2006.

     Production and Property Taxes. Production and property taxes increased as a result of the increases in the price of crude oil and in
revenues from oil, natural gas and natural gas liquid sales, on which these taxes are based.

     Comparison of Results of the Underlying Properties for the Years Ended December 31, 2005 and 2004

     Excess of revenues over direct operating expenses for the underlying properties was $18.8 million for the year ended December 31, 2005,
compared to $15.5 million for the year ended December 31, 2004. The increase was primarily a result of an increase in the average price
received for the oil and natural gas sold. This was partially offset by a decrease in production and an increase in direct operating expenses.

                                                                        52
     Revenues. Revenues from oil, natural gas and natural gas liquid sales increased $13.0 million between the periods. This increase in
revenues was primarily the result of an increase in the average price received for crude oil sold from $39.37 per Bbl for the year ended
December 31, 2004 to $54.21 per Bbl for the year ended December 31, 2005. The increase in revenues was also the result of an increase in the
average price received for natural gas sold from $5.51 per Mcf for the year ended December 31, 2004 to $6.83 per Mcf for the year ended
December 31, 2005.

      Hedge and Other Derivative Activities. Hedge and other derivative activities expense increased from $14.4 million for the year ended
December 31, 2004 to $22.3 million for the year ended December 31, 2005. This increase was due primarily to the higher average NYMEX
settle price for the year ended December 31, 2005 of $56.57 compared to $41.38 for the year ended December 31, 2004. The weighted average
hedge price for 2005 was $28.60 compared to $24.02 for 2004. A small increase was due to ineffectiveness of hedges currently in place being
recorded to the expense account. In the year ended December 31, 2005, a $0.8 million expense for ineffectiveness was recorded compared to no
ineffective portion for the year ended December 31, 2004.

     Prices. The average price received for crude oil and natural gas sold increased primarily as a result of an increase in the oil price and
natural gas price indices on which the sales prices for a majority of the production were based.

     Volumes. The decrease in oil, natural gas and natural gas liquid sales volumes was attributable to the natural decline of proved
producing volumes along with a 2% production loss due to widespread ice storms in January and February of 2005. These declines were in part
offset by the results of MV Partners' development program in 2005.

     Direct operating expenses. Direct operating expenses increased from $15.3 million for the year ended December 31, 2004 to
$17.2 million for the year ended December 31, 2005. This increase was primarily a result of increased costs of primary vendors who rely on
large uses of hydrocarbon products such as (1) pumpers (gasoline), (2) utilities (cost of fuel), (3) treating chemicals (hydrocarbon base) and
(4) pulling units (fuel surcharge). This increase was also supplemented by wage increases associated with the increased demand for oilfield
employees and increases in the price of steel for tubular and other metal products.

      Lease maintenance expense. Reactivating shut-in wells accounted for the largest part of the increase in lease maintenance expenses
during 2005. The same factors described above in direct operating expenses concerning increased costs of primary vendors also contributed to
the increase in lease maintenance expense.

     Production and Property Taxes. Production and property taxes increased $0.5 million as a result of the increase in revenues from oil,
natural gas and natural gas liquid sales and increased equipment value on which these taxes are based.

     Comparison of Results of the Underlying Properties for the Years Ended December 31, 2004 and 2003

     Excess of revenues over direct operating expenses for the underlying properties was $15.5 million for the year ended December 31, 2004,
compared to $13.2 million for the year ended December 31, 2003. The increase was primarily a result of an increase in the average price
received for the oil and natural gas sold. This was partially offset by a decrease in production and an increase in direct operating expenses.

     Revenues. Revenues from oil, natural gas and natural gas liquid sales increased $9.8 million between these periods. This increase in
revenues was primarily the result of an increase in the average price received for crude oil sold from $28.89 per Bbl for the year ended
December 31, 2003 to $39.37 per Bbl for the year ended December 31, 2004. The increase in revenues was also the result of an

                                                                       53
increase in the average price received for natural gas sold from $4.84 per Mcf for the year ended December 31, 2003 to $5.51 per Mcf for the
year ended December 31, 2004.

     Prices. The average price received for crude oil and natural gas sold increased primarily as a result of an increase in the oil price and
natural gas price indices on which the sales prices for a majority of the production were based.

      Hedge and Other Derivative Activities. Hedge and other derivative activities expense increased from $7.4 million for the year ended
December 31, 2003 to $14.4 million for the year ended December 31, 2004. This increase was due primarily to the higher average NYMEX
settle price for the year ended December 31, 2004 of $41.38 compared to $31.07 for the year ended December 31, 2003. The weighted average
hedge price for 2004 was $24.02 compared to $22.14 for 2003.

    Volumes. The decrease in oil, natural gas and natural gas liquid sales volumes was primarily attributable to the natural decline of
proved producing volumes. This decline was in part offset by the results of MV Partners' development program in 2004.

     Direct operating expenses. Direct operating expenses increased from $14.9 million for the year ended December 31, 2003 to
$15.3 million for the year ended December 31, 2004. This increase of 2.7% was primarily a result of general inflation in MV Partners' primary
vendor costs.

     Production and Property Taxes. Production and property taxes increased $0.1 million as a result of the increase in revenues from the
sale of oil, natural gas and natural gas liquids on which these taxes are based.

Liquidity and Capital Resources

     MV Partners acquired the underlying properties in two transactions, the first of which was in 1998 and the second of which was in 1999.
MV Partners' primary sources of capital and liquidity have been proceeds from sales of limited partner interests prior to its conversion to a
limited liability company, borrowings under its bank credit facility and cash flow from operations. To date, its primary uses of capital have
been to service its debt requirements, for development of working interests in its oil and natural gas properties located in Kansas and eastern
Colorado and for distributions. It continually monitors its capital resources available to meet its future financial obligations and planned capital
expenditures. For more information regarding the liquidity and capital resources of MV Partners, please see "Management's Discussion and
Analysis of Financial Condition and Results of Operations of MV Partners—Liquidity and Capital Resources."

Hedge and Derivative Contracts

      The revenues derived from the underlying properties depend substantially on prevailing crude oil and, to a lesser extent, natural gas and
natural gas liquid prices. As a result, commodity prices also affect the amount of cash flow available for distribution to the trust unitholders.
Lower prices may also reduce the amount of oil, natural gas and natural gas liquids that MV Partners can economically produce. MV Partners
sells the oil, natural gas and natural gas liquid production from the underlying properties under floating market price contracts each month. MV
Partners has entered into the hedge and other derivative contracts to reduce the exposure of the revenues from oil production from the
underlying properties from 2006 through 2010 to fluctuations in crude oil prices and to achieve more predictable cash flow. However, these
contracts limit the amount of cash available for distribution if prices increase. The hedge and other derivative contracts consist of fixed price
swap contracts and costless collar arrangements that have been placed with major trading counterparties who MV Partners believes represent
minimal credit risks. MV Partners cannot provide assurance, however, that these trading counterparties will not become credit risks in the
future.

                                                                         54
       The crude oil swap contracts and costless collar arrangements will settle based on the average of the settlement price for each commodity
business day in the contract month. In a swap transaction, the counterparty is required to make a payment to MV Partners for the difference
between the fixed price and the settlement price if the settlement price is below the fixed price. MV Partners is required to make a payment to
the counterparty for the difference between the fixed price and the settlement price if the settlement price is above the fixed price. In a collar
arrangement, the counterparty is required to make a payment to MV Partners for the difference between the fixed floor price and the settlement
price if the settlement price is below the fixed floor price. MV Partners is required to make a payment to the counterparty for the difference
between the fixed ceiling price and the settlement price if the settlement price is above the fixed ceiling price. Neither party is required to make
a payment if the settlement price falls between the fixed floor and ceiling prices. From June 30, 2006 through December 31, 2010, MV
Partners' crude oil price risk management positions in swap contracts and collar arrangements are as follows:

                                                             Fixed Price Swaps                             Collars

                                                                                                           Weighted Average Price
                                                                                                                 (Per Bbl)

                                                                        Weighted
                                                   Volumes             Average Price      Volumes
                 Month                              (Bbls)               (Per Bbl)         (Bbls)

                                                                                                           Floor            Ceiling

                 July 2006                           70,664       $               63.02         —      $         —      $         —
                 August 2006                         70,349                       63.02         —                —                —
                 September 2006                      70,037                       63.01         —                —                —
                 October 2006                        69,729                       63.01         —                —                —
                 November 2006                       69,422                       63.00         —                —                —
                 December 2006                       69,120                       63.00         —                —                —
                 January 2007                        16,000                       58.31     10,000            61.00            68.00
                 February 2007                       61,000                       63.33     10,000            61.00            68.00
                 March 2007                          61,000                       63.21     10,000            61.00            68.00
                 April 2007                          61,000                       63.08     10,000            61.00            68.00
                 May 2007                            61,000                       62.92     10,000            61.00            68.00
                 June 2007                           61,000                       62.76     10,000            61.00            68.00
                 July 2007                           61,000                       62.61     10,000            61.00            68.00
                 August 2007                         61,000                       62.47     10,000            61.00            68.00
                 September 2007                      61,000                       62.33     10,000            61.00            68.00
                 October 2007                        61,000                       62.18     10,000            61.00            68.00
                 November 2007                       61,000                       62.04     10,000            61.00            68.00
                 December 2007                       61,000                       61.89     10,000            61.00            68.00
                 January 2008                       106,167                       60.42         —                —                —
                 February 2008                       61,167                       58.53         —                —                —
                 March 2008                          61,167                       58.53         —                —                —
                 April 2008                          61,167                       58.53         —                —                —
                 May 2008                            61,167                       58.53         —                —                —
                 June 2008                           61,167                       58.53         —                —                —
                 July 2008                           61,167                       58.53         —                —                —
                 August 2008                         61,167                       58.53         —                —                —
                 September 2008                      61,167                       58.53         —                —                —
                 October 2008                        61,167                       58.53         —                —                —
                 November 2008                       61,167                       58.53         —                —                —
                 December 2008                       61,167                       58.53         —                —                —
                 January 2009                        56,500                       66.24         —                —                —
                 February 2009                       56,500                       66.24         —                —                —
                 March 2009                          56,500                       66.24         —                —                —
                 April 2009                          56,500                       66.24         —                —                —



                                                                            55
                 May 2009                            56,500     $             66.24            —     $         —    $        —
                 June 2009                           56,500                   66.24            —               —             —
                 July 2009                           56,500                   66.24            —               —             —
                 August 2009                         56,500                   66.24            —               —             —
                 September 2009                      56,500                   66.24            —               —             —
                 October 2009                        56,500                   66.24            —               —             —
                 November 2009                       56,500                   66.24            —               —             —
                 December 2009                       56,500                   66.24            —               —             —
                 January 2010                        53,150                   65.03            —               —             —
                 February 2010                       53,150                   65.03            —               —             —
                 March 2010                          53,150                   65.03            —               —             —
                 April 2010                          53,150                   65.03            —               —             —
                 May 2010                            53,150                   65.03            —               —             —
                 June 2010                           53,150                   65.03            —               —             —
                 July 2010                           53,150                   65.03            —               —             —
                 August 2010                         53,150                   65.03            —               —             —
                 September 2010                      53,150                   65.03            —               —             —
                 October 2010                        53,150                   65.03            —               —             —
                 November 2010                       53,150                   65.03            —               —             —
                 December 2010                       53,150                   65.03            —               —             —

      MV Partners has agreed to convey to the trust 80% of all proceeds that it receives upon settlement of the hedge contracts. There are certain
risks associated with this conveyance in the event that MV Partners becomes involved as a debtor in bankruptcy proceedings. See "Risk
Factors—If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust." In
addition, the aggregate amounts paid by MV Partners on settlement of the hedge contracts will be deducted from the gross proceeds available
for payment to the trust under the net profits interest. See "Computation of Net Proceeds—Net Profits Interest."

Producing Acreage and Well Counts

     For the following data, "gross" refers to the total wells or acres in which MV Partners owns a working interest and "net" refers to gross
wells or acres multiplied by the percentage working interest owned by MV Partners. Although many of MV Partners' wells produce both oil
and natural gas, a well is categorized as an oil well or a natural gas well based upon the ratio of oil to natural gas production.

     The underlying properties are interests in developed properties located in oil and natural gas producing regions of Kansas and eastern
Colorado. The following is a summary of the approximate acreage of the underlying properties at June 30, 2006. Undeveloped acreage is not
significant.

                                                                                                     Gross          Net

                       El Dorado Area                                                                 15,405       15,393
                       Northwest Kansas Area                                                          11,885       11,840
                       Other                                                                          20,350       16,649

                          Total                                                                       47,640       43,882

                                                                       56
    The following is a summary of the producing wells on the underlying properties as of June 30, 2006:

                                                             Operated Wells           Non-Operated Wells                        Total

                                                             Gross      Net           Gross               Net               Gross       Net

                       Oil                                     908       888                 71                 10            979       898
                       Natural gas                               5         4                  1                 —               6         4

                          Total                                913       892                 72                 10            985       902

     The following is a summary of the number of developmental wells drilled by MV Partners on the underlying properties during the last
three years. MV Partners did not drill any exploratory wells during the periods presented.

                                                                                              Year Ended December 31,

                                                                                  2003                    2004                      2005

                                                                              Gross      Net          Gross          Net       Gross          Net

                   Completed:
                       Oil wells                                                 5           5            8          8              6          6
                       Natural gas wells                                         —           —            —          —              —           —
                   Non-productive                                                —           —            1          1              1          0.9

                             Total                                                5           5           9            9            7          6.9

     During the nine months ended September 30, 2006, MV Partners drilled, completed and commenced production with respect to three
wells on the underlying properties. MV Partners continued its drilling program in the El Dorado Area in October 2006 with the commencement
of drilling of seven additional wells. As of November 30, 2006, three of these seven wells had been completed and were producing, one well
was in the process of being completed and completion of the remaining three wells is scheduled for the first half of December 2006. MV
Partners expects to commence operations on one additional drilling well in the El Dorado Area near the end of 2006. MV Partners also drilled
and set casing on an additional Kansas well during November 2006 and has scheduled completion operations to commence in December 2006.
MV Partners has also entered into drilling contracts for two additional Bemis Field wells scheduled to commence during December 2006.

     The following table shows the average sales prices per Bbl of oil and Mcf of natural gas produced and the production costs and production
and property taxes per Boe for the underlying properties. Sales volumes for natural gas liquids during the periods presented were not
significant. Average prices do not include the effect of hedge and other derivative activity.

                                                                                                      Year Ended December 31,

                                                                                               2003                  2004               2005

                   Sales prices:
                      Oil (per Bbl)                                                      $        28.89       $        39.37        $      54.21
                      Natural gas (per Mcf)                                              $         4.84       $         5.51        $       6.83
                   Lease operating expense (per Boe)                                     $         8.33       $         9.09        $      10.51
                   Lease maintenance (per Boe)                                           $         1.09       $         1.27        $       1.78
                   Lease overhead (per Boe)                                              $         1.68       $         1.76        $       1.92
                   Production and property taxes (per Boe)                               $         1.08       $         1.21        $       1.74

Major Producing Areas

      Approximately 62% of the net acres included in the underlying properties are located in the El Dorado Area, which is located in
southeastern Kansas, and in the Northwest Kansas Area. The properties comprising the underlying properties are all located in mature fields
that are characterized by long production histories. The properties provide continual workover and developmental opportunities which MV
Partners has pursued to reduce the natural decline in production from the underlying properties.

                                                                       57
     El Dorado Area

      The properties comprising the underlying properties located in the El Dorado Area are operated on behalf of MV Partners by Vess Oil and
are located in the El Dorado, Augusta and the Valley Center Fields. Vess Oil has actively pursued infill drilling, well re-entries, plugback and
deepening recompletion operations, various types of restimulation work and equipment optimization programs to reduce the natural decline in
production from these fields.

    El Dorado Field. The El Dorado Field is located atop the Nemaha Ridge in Central Butler County, Kansas and was first discovered in
1915. Up to 15 horizons have been reported to contain hydrocarbons, ranging from the Admire Sands, at a depth of 650 feet, to the Arbuckle
Dolomite, at a depth of 2,500 feet. The primary producing intervals are the Admire, Lansing-Kansas City, Viola, Simpson and Arbuckle.
Cumulative production of all producers from the El Dorado Field has exceeded 300 MMBbls of oil with production peaking between 1916 and
1918 at 116,000 Bbls per day in 1918.

      Augusta Field. The Augusta Field is on a trend similar to the nearby El Dorado Field and strikes northeast parallel to the Nemaha
Ridge. The field was first discovered in 1914 and covers approximately 10 square miles of Butler County, Kansas. The primary producing
interval has been the Arbuckle with additional production coming from the Simpson and Lansing-Kansas City intervals. Cumulative production
of all producers from the Augusta Field has exceeded 48 MMBbls of oil. The Augusta Field is largely an extension of the El Dorado Field and
has very similar geological characteristics.

     Vess Oil has maintained constant activity in these fields to increase production. Vess Oil plans to drill 20 infill developmental wells in the
Arbuckle, Lansing-Kansas City and Simpson intervals and 16 infill developmental wells in the Whitecloud interval in the El Dorado area
during the next five years. Vess Oil also plans to maintain its 11 well annual recompletion and workover program over the next five years. Vess
Oil recently received approval from the Kansas Corporation Commission for water injection into the Whitecloud formation and has
commenced a waterflood program to enhance production from this reservoir. Vess Oil has completed two active injection wells and plans to
convert additional wells as the infill developmental drilling program proceeds. Vess Oil also plans to extend the Admire production facilities in
the Oil Hill area, which will enable reactivation of several wells and several recompletion opportunities.

      Valley Center Field. The Valley Center Field was first discovered in 1928 and covers approximately 60 square miles of Sedgwick
County, Kansas. Production is primarily from the Viola interval, which is located at an average depth of 2,500 feet. Cumulative production of
all producers from the Valley Center Field has exceeded 25 MMBbls of oil. The Valley Center Field has similar geological characteristics as
the El Dorado Field. Vess Oil plans to drill two wells in the Valley Center Field and equip this area with high volume lift equipment.

     Northwest Kansas Area

     Each of Vess Oil and Murfin Drilling operate leases on behalf of MV Partners included in the properties comprising the underlying
properties that are located in the Northwest Kansas Area. The primary fields in this area are the Bemis-Shutts, Trapp, Ray and Hansen Fields.
Vess Oil and Murfin Drilling have actively pursued polymer treatments, stimulation workovers and recompletion operations to reduce the
natural decline in production from these fields.

     Bemis-Shutts Field. The Bemis-Shutts Field is located on the Fairport Anticline within the Central Kansas Uplift and was first
discovered in 1928. The field consists of 17,080 acres in northeastern Ellis and southeastern Rooks Counties, Kansas. Production has been from
multiple pay zones with the primary formation being the Arbuckle interval at a depth of 3,300 feet and the Lansing-Kansas City interval at a
depth of 2,800 feet. Cumulative production of all producers from the Bemis-Shutts Field has exceeded 248 MMBbls of oil.

                                                                        58
     Both Vess Oil and Murfin Drilling have pursued polymer treatment programs with success in the Bemis-Shutts Field and plan to continue
these workovers. MV Partners recently conducted a 3-D seismic survey over a large portion of the field to further define the boundaries of the
Arbuckle structure in the field and to evaluate undrilled infill locations. This data has been processed and over 14 potential infill drilling
locations have been identified. Infill drilling is scheduled to start during the fourth quarter of this year

    Trapp Field. The Trapp Field consists of 35,900 acres in Russell and Barton Counties, Kansas and was first discovered in 1929.
Production has primarily been from the Lansing-Kansas City and Shawnee limestones and the Arbuckle dolomite. Cumulative production of all
producers from the Trapp Field has exceeded 239 MMBbls of oil.

     Murfin Drilling operates the leases held by MV Partners in the Trapp Field. Over the next three years, Murfin Drilling plans to restimulate
12 producing wells and drill one development well in the field and recomplete three wells in other nearby zones.

    Hansen and Ray Fields. The Hansen Field is located along the crest of the Stuttgart-Huffstutor Anticline and was first discovered in
1943. Production from this field has primarily come from the Lansing-Kansas City limestone. Cumulative production of all producers from the
Hansen Field has exceeded 9.2 MMBbls of oil.

      The Ray Field is located on the eastern flank of the Central Kansas Uplift and was first discovered in 1940. Production has primarily been
from the Arbuckle dolomite and the Gorham sands with additional production from the Lansing-Kansas City interval along the eastern flank of
the field. Cumulative production of all producers from the Ray Field has exceeded 18 MMBbls of oil.

     The Hansen and Ray Fields consist of over 7,000 acres in Philips and Norton Counties, Kansas. Murfin Drilling operates the leases held
by MV Partners in the Hansen and Ray Fields. Through the remainder of 2006, Murfin Drilling plans to clean out and acidize six injectors to
improve waterflood efficiency within these fields. During the next three years, Murfin Drilling plans to reactivate one producer well and drill
one development well.

Planned Development and Workover Program

     Since acquiring the underlying properties in 1998 and 1999, MV Partners has implemented a development program on the properties
comprising the underlying properties to further develop proved undeveloped reserves and help offset the natural decline in production. These
activities included recompletion of certain existing wells into new producing horizons, workovers of existing wells and the drilling of infill
development wells.

     The development program that MV Partners currently intends to implement over the next five years with respect to the underlying
properties categorized as proved undeveloped reserves consists of drilling 66 development wells, 51 recompletion and workover projects, 16
polymer stimulations and 1 waterflood project. The development program that MV Partners currently intends to implement over the next five
years with respect to the underlying properties categorized as proved developed non-producing reserves consists of 4 well reactivation projects,
10 injection well workover projects, 1 recompletion project and 28 well workover projects.

      Recently, MV Partners undertook a 3-D seismic survey covering several leases constituting a part of the underlying properties. These
leases have over 30 undrilled offset locations of varying quality based on offset production and subsurface mapping. The 3-D data was utilized
to refine the subsurface mapping with respect to the size of mapped sink holes and define smaller structural features along the edges of the
main formation reservoir. Using this data, MV Partners has scheduled the drilling of 14 proved undeveloped locations over the next five years.
In the future, MV Partners plans to expand its 3-D seismic program into other fields constituting a part of the underlying properties.

                                                                       59
     MV Partners is also utilizing modern, commercially available technology in various projects, including its work with the Petroleum
Technology Transfer Council to implement better applications of gelled polymers in certain reservoirs to increase oil production while reducing
associated water production. These treatments are designed to seal the high-permeability channels connecting the water-bearing portions of the
reservoir directly to the wellbore. These seals are created by treating the well with a stable polymer gel that shuts-off fluid movement in the
channels, which allows bypassed areas of the reservoir to be swept by water and which may result in additional oil being brought to the
wellbore. MV Partners has also dedicated significant resources to the study of injecting carbon dioxide into certain reservoirs in Kansas to
recover additional otherwise lost oil reserves. This project was partially funded by the Department of Energy in conjunction with the Tertiary
Oil Recovery Project at the University of Kansas. MV Partners has achieved successful results using gas gun stimulation in certain workover
projects on the properties comprising the underlying properties. Gas gun stimulation is a commercially available technology that involves using
a tool that generates a burst of high-pressure gas which creates microfractures in the formation across the perforated reservoir interval.

      MV Partners expects total capital expenditures for the underlying properties during the next five years will be approximately $17 million.
Of this total, MV Partners contemplated spending approximately $12.8 million to drill approximately 65 development wells in ten project areas
and approximately $4.1 million for recompletion and workovers of existing wells. MV Partners expects that these capital projects will add
production that will partially offset the natural decline in production otherwise expected to occur with respect to the underlying properties. The
trust is not directly obligated to pay any portion of any capital expenditures made with respect to the underlying properties; however, capital
expenditures made by MV Partners with respect to the underlying properties will be deducted from the gross proceeds in calculating the net
proceeds from which cash will be paid to the trust. As a result, the trust will indirectly bear an 80% (subject to certain limitations during the
final three years of the trust, as described below) share of any capital expenditures made with respect to the underlying properties. Accordingly,
higher or lower capital expenditures will, in general, directly decrease or increase, respectively, the cash received by the trust in respect of its
net profits interest. As the cash received by the trust in respect of the net profits interest will be reduced by the trust's pro rata share of these
capital expenditures, MV Partners expects that it will incur capital expenditures with respect to the underlying properties throughout the term of
the trust on a basis that balances the impact of the capital expenditures on current cash distributions to the trust unitholders with the longer term
benefits of increased oil and natural gas production expected to result from the capital expenditures. In addition, MV Partners may establish a
capital reserve of up to $1.0 million in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure
timing.

     MV Partners, as the operator of the underlying properties, is entitled to make all determinations related to capital expenditures with respect
to the underlying properties, and there are no limitations on the amount of capital expenditures that MV Partners may incur with respect to the
underlying properties, except as described below. As the trust unitholders would not be expected to fully realize the benefits of capital
expenditures made with respect to the underlying properties towards the end of the term of the trust, during each twelve-month period
beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties
and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest), capital expenditures that may be taken into account in
calculating net proceeds attributable to the net profits interest will be limited to the average annual capital expenditures during the preceding
three years, as adjusted for inflation. See "Computation of Net Proceeds—Net Profits Interest." MV Partners believes that this limitation on
future capital expenditures will allow the public trust unitholders to more fully realize the benefits of capital expenditures made with respect to
the underlying properties.

Reserves

     Cawley, Gillespie & Associates, Inc. estimated oil, natural gas and natural gas liquid reserves attributable to the underlying properties as
of June 30, 2006. Numerous uncertainties are inherent in

                                                                         60
estimating reserve volumes and values, and the estimates are subject to change as additional information becomes available. The reserves
actually recovered and the timing of production of the reserves may vary significantly from the original estimates.

     Cawley, Gillespie & Associates, Inc. calculated reserve quantities and revenues attributable to the net profits interest based on projections
of reserves and revenues attributable to the underlying properties less reserve quantities of a sufficient value to pay 80% of the future estimated
costs, before trust administrative expenses, that are deducted in calculating net proceeds. Proved reserve quantities attributable to the net profits
interest are calculated by multiplying the gross reserves for the underlying properties by the net profits interest assigned to the trust in the
underlying properties. The net revenues attributable to the trust's reserves are net of the share of applicable production and development
expenses, taxes and post-production costs that are used to calculate the net profits interest. The reserves and net revenues attributable to the net
profits interest include only the reserves attributable to the underlying properties that are expected to be produced within the term of the net
profits interest calculated as described above.

     The discounted estimated future net revenues presented below were prepared using assumptions required by the SEC. Except to the extent
otherwise described below, these assumptions include the use of prices for oil, natural gas and natural gas liquids as of June 30, 2006, of $70.68
per Bbl of oil, $5.07 per Mcf of natural gas and $56.37 per Bbl of natural gas liquids, as well as costs for estimated future development and
production expenditures to produce the proved reserves as of June 30, 2006. The estimated future net revenues from proved reserves also gives
effect to the impact of the hedge contracts on the price received in connection with the sale of oil production from the underlying properties.
Because oil, natural gas and natural gas liquid prices are influenced by many factors, use of prices as of June 30, 2006, as required by the SEC,
may not be the most accurate basis for estimating future revenues of reserve data. Future net cash flows are discounted at an annual rate of
10%. There is no provision for federal income taxes with respect to the future net cash flows attributable to the underlying properties or the net
profits interest because future net revenues are not subject to taxation at the MV Partners or trust level.

     Proved Reserves of Underlying Properties and the Net Profits Interest. The following table sets forth, as of June 30, 2006, certain
estimated proved reserves, estimated future net revenues and the discounted present value thereof attributable to the underlying properties and
the net profits interest, in each case derived from the reserve report. A summary of the reserve report is included as Appendix A to this
prospectus.

                                                           Underlying           80% of Underlying
                                                          Properties(1)           Properties(2)           Net Profits Interest(3)

                                                                                     (in thousands)


Proved Reserves:
  Oil (MBbls)                                                     18,424                   11,302                           7,318
  Natural gas (MMcf)                                               1,422                    1,006                             683
  Natural gas liquids (MBbls)                                        106                       71                              48
  Oil equivalents (MBoe)                                          18,730                   11,516                           7,463
Future net revenues                                   $          784,132    $             523,423     $                   523,423
Discounted estimated future net revenues(4)           $          358,737    $             278,629     $                   278,629
Standardized measure(5)                               $          358,737    $             278,629     $                  $278,629


(1)
       Reserve volumes and estimated future net revenues for underlying properties reflect volumes and revenues attributable to MV Partners'
       net interests in the properties comprising the underlying properties.

(2)
       Reflects 80% of proved reserves attributable to the underlying properties expected to be produced within the term of the net profits
       interest based on the reserve report.

(3)
       Proved reserves for the net profits interest are calculated as (x) 80% of proved reserves of the underlying properties less (y) reserve
       quantities of a sufficient value to pay 80% of the future

                                                                           61
      estimated costs that are deducted in calculating net proceeds. Accordingly, proved reserves for the net profits interest reflect quantities
      expected to be produced during the term of the net profits interest that are calculated after reductions for future costs and expenses based
      on price and cost assumptions used in the reserve estimates.

(4)
        The present values of future net revenues for the underlying properties and the net profits interest were determined using a discount rate
        of 10% per annum.

(5)
        As of June 30, 2006, MV Partners was structured as a limited partnership. Accordingly, no provision for federal or state income taxes
        has been provided because taxable income was passed through to the members of MV Partners. Therefore, the standardized measure of
        the underlying properties is equal to the PV-10, which totaled $358.7 million as of June 30, 2006.

     Information concerning historical changes in net proved reserves attributable to the underlying properties, and the calculation of the
standardized measure of discounted future net revenues related thereto, is contained in the unaudited supplemental information contained
elsewhere in this prospectus. MV Partners has not filed reserve estimates covering the underlying properties with any other federal authority or
agency.

      The following table summarizes the changes in estimated proved reserves of the underlying properties for the periods indicated. The data
is presented assuming the underlying properties were acquired prior to December 31, 2002.

                                                                                                 Underlying Properties

                                                                                                              Natural Gas
                                                                         Oil           Natural Gas              Liquids          Oil Equivalents
                                                                       (MBbl)           (MMcf)                  (MBbl)               (MBoe)

                                                                                                     (in thousands)


Balance, December 31, 2002                                               16,472                2,552                     143                16,991
  Revisions, extensions, discoveries and additions                          322                 (910 )                   (26 )                 153
  Production                                                             (1,198 )               (116 )                    (3 )              (1,219 )

Balance, December 31, 2003                                               15,596                1,526                     114                15,924
  Revisions, extensions, discoveries and additions                        1,447                 (283 )                    (1 )               1,399
  Production                                                             (1,127 )               (104 )                    (5 )              (1,147 )

Balance, December 31, 2004                                               15,915                1,139                     108                16,176
  Revisions, extensions, discoveries and additions(1)                     3,049                  309                       5                 3,104
  Production                                                             (1,058 )                (89 )                    (5 )              (1,076 )

Balance, December 31, 2005                                               17,906                1,359                     109                18,203
  Revisions, extensions, discoveries and additions                          773                   88                      (2 )                 786
  Production                                                               (254 )                (26 )                    (1 )                (260 )

Balance, June 30, 2006                                                   18,424                1,422                     106                18,730

Proved Developed Reserves:
Balance, December 31, 2002                                               15,510                1,671                     143                15,881
Balance, December 31, 2003                                               14,913                1,349                     114                15,212
Balance, December 31, 2004                                               15,317                1,139                     108                15,577
Balance, December 31, 2005                                               15,888                1,063                     109                16,136
Balance, June 30, 2006                                                   16,460                1,123                     106                16,716


(1)
        Reserve revisions in 2005 reflect the increase in crude oil prices during the year which has lengthened the economic life of the
        underlying properties and thereby increased recoverable reserves. In addition, in 2005 MV Partners expanded the scope of its
        maintenance and development project scheduling from a forward range of 24 to 36 months to 60 months, which also increased
        recoverable reserves. This expanded scope reflects management's budgeted project activity over the 60 month period commencing
        January 1, 2006. The expanded scope accommodates additional infield drilling, recompletion and workover projects in the El Dorado
        Area in addition to 14 Bemis infield drilling locations that have been further refined by recent 3-D seismic activity.
62
Sale and Abandonment of Underlying Properties

     MV Partners and any transferee of any of the underlying properties will have the right to abandon its interest in any well or property
comprising a portion of the underlying properties if, in its opinion, such well or property ceases to produce or is not capable of producing in
commercially paying quantities. To reduce or eliminate the potential conflict of interest between MV Partners and the trust in determining
whether a well is capable of producing in commercially paying quantities, MV Partners is required under the applicable conveyance to act as a
reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own
properties, disregarding the existence of the net profits interest as a burden on such property. For the years ended December 31, 2003, 2004 and
2005, MV Partners plugged and abandoned 8, 12 and 17 wells, respectively, based on its determination that such wells were no longer
economic to operate.

      MV Partners generally may sell all or a portion of its interests in the underlying properties, subject to and burdened by the net profits
interest, without the consent of the trust unitholders. In addition, MV Partners may, without the consent of the trust unitholders, require the trust
to release the net profits interest associated with any lease that accounts for less than or equal to 0.25% of the total production from the
underlying properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any
12-month period, an aggregate fair market value to the trust of $500,000. These releases will be made only in connection with a sale by MV
Partners of the relevant underlying properties and are conditioned upon the trust receiving an amount equal to the fair value to the trust of such
net profits interest. Any net sales proceeds paid to the trust are distributable to trust unitholders for the quarter in which they are received. MV
Partners has not identified for sale any of the underlying properties.

Marketing and Post-Production Services

     Pursuant to the terms of the conveyance creating the net profits interest, MV Partners will have the responsibility to market, or cause to be
marketed, the oil, natural gas and natural gas liquid production attributable to the underlying properties. The terms of the conveyance creating
the net profits interest do not permit MV Partners to charge any marketing fee when determining the net proceeds upon which the net profits
interest will be calculated. As a result, the net proceeds to the trust from the sales of oil, natural gas and natural gas liquid production from the
underlying properties will be determined based on the same price that MV Partners receives for oil, natural gas and natural gas liquid
production attributable to MV Partners' remaining interest in the underlying properties.

      Kansas is a mature oil producing state with a well-developed transportation infrastructure for crude oil transportation and marketing.
According to the Kansas Geological Society, more than 1,700 operators reported oil production of approximately 33.6 million barrels for the
State of Kansas during 2005. Kansas is home to three oil refineries located in McPherson, El Dorado and Coffeyville, Kansas. These refineries
have combined capacity to refine over 300,000 barrels of oil per day. With oil production in the State of Kansas averaging less than 100,000
barrels of oil per day, Kansas is a net importer of crude oil. As a result, Kansas operators benefit from the competitive marketing conditions for
their oil production as a result of the high demand from the refineries located in Kansas.

     MV Partners currently sells all of its oil production to third party crude oil purchasers, including the three refineries identified above, at
market prices. A substantial portion of the crude oil produced from the underlying properties is sold to Eaglwing, L.P. and SemCrude, L.P. The
members of MV Energy and certain members of MV Partners' other member, VAP-I, including each of Messrs. Vess and Murfin, own
minority interests in Eaglwing and SemCrude. Each of these purchasers buys crude oil from MV Partners at market prices, and MV Partners
does not have a contract with either purchaser for the sale of crude oil production. MV Partners does not believe that the loss of either of these
parties as a purchaser of crude oil production from the underlying properties would have a material impact on the business or operations of MV
Partners or the underlying properties because of the competitive marketing conditions in Kansas as described above.

                                                                         63
      Oil production is typically transported by truck from the field to the closest gathering facility or refinery. MV Partners sells the majority of
the oil production from the underlying properties under short-term contracts using market sensitive pricing. The price received by MV Partners
for the oil production from the underlying properties is usually based on the NYMEX price applied to equal daily quantities on the month of
delivery that is then reduced for differentials based upon delivery location and oil quality. The average differential for oil production during the
month on June 2006 was $3.25 per barrel, though MV Partners expects that differential to increase in the future.

      All natural gas produced by MV Partners is marketed and sold to third party purchasers. The natural gas is sold on contract basis and, in
all but one case, the contracts are in their secondary terms and are on a month-to-month basis. In all cases, the contract price is based on a
percentage of a published regional index price, after adjustments for Btu content, transportation and related charges.

Title to Properties

      The properties comprising the underlying properties are subject to certain burdens that are described in more detail below. To the extent
that these burdens and obligations affect MV Partners' rights to production and the value of production from the underlying properties, they
have been taken into account in calculating the trust's interests and in estimating the size and the value of the reserves attributable to the
underlying properties.

     MV Partners' interests in the oil and natural gas properties comprising the underlying properties are typically subject, in one degree or
another, to one or more of the following:

     •
             royalties, overriding royalties and other burdens, express and implied, under oil and natural gas leases;

     •
             overriding royalties, production payments and similar interests and other burdens created by MV Partners or its predecessors in
             title;

     •
             a variety of contractual obligations arising under operating agreements, farm-out agreements, production sales contracts and other
             agreements that may affect the underlying properties or their title;

     •
             liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and
             contractors and contractual liens under operating agreements that are not yet delinquent or, if delinquent, are being contested in
             good faith by appropriate proceedings;

     •
             pooling, unitization and communitization agreements, declarations and orders;

     •
             easements, restrictions, rights-of-way and other matters that commonly affect property;

     •
             conventional rights of reassignment that obligate MV Partners to reassign all or part of a property to a third party if MV Partners
             intends to release or abandon such property; and

     •
             rights reserved to or vested in the appropriate governmental agency or authority to control or regulate the underlying properties and
             the net profits interest therein.

MV Partners believes that the burdens and obligations affecting the properties comprising the underlying properties are conventional in the
industry for similar properties. MV Partners also believes that the existing burdens and obligations do not, in the aggregate, materially interfere
with the use of the underlying properties and will not materially adversely affect the value of the net profits interest.

     MV Partners acquired the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion
of the underlying properties from a major oil and gas company and the second of which was in 1999 when it acquired the remaining portion of
the underlying properties from a large independent oil and gas company. At the time of its acquisition of the underlying properties, MV
Partners undertook a thorough title examination of the underlying properties.
64
     MV Partners will record the conveyance of the net profits interest in Kansas in the real property records in each Kansas county where the
properties are located. MV Partners believes that the delivery and recording of the conveyance will constitute fully conveyed and vested
property interests in the trust under Kansas law. Although no assurance can be given, MV Partners believes that, if, during the term of the trust,
MV Partners becomes involved as a debtor in a bankruptcy proceeding, the conveyance of the net profits interest, as vested and recorded
property interests, cannot be avoided by a bankruptcy trustee. If in such a proceeding a determination were made that the conveyance
constitutes an executory contract and the net profits interest is not a fully conveyed property interest under the laws of Kansas, and if such
contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV
Partners with respect to such net profits interest in the pending bankruptcy proceeding.

     Oil and gas leases are real property interests under Colorado law. Net profits interests are non-operating, non-possessory interests carved
out of the oil and gas leasehold estate, but Colorado courts have not directly determined whether a net profits interest is a real or a personal
property interest. MV Partners believes that it is possible that the net profits interest may not be treated as a real property interest under the laws
of Colorado. MV Partners intends, however, to record the conveyance of the net profits interest in the real property records of Colorado in
accordance with local recording acts. MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a
bankruptcy proceeding, the net profits interest relating to the underlying properties located in Colorado should be treated as a fully conveyed
personal property interest under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance
constitutes an executory contract and the net profits interest is not a fully conveyed personal property interest under the laws of Colorado, and if
such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of
MV Partners with respect to such net profits interest in the pending bankruptcy proceeding. Although no assurance can be given, MV Partners
does not believe that the conveyance of the net profits interest relating to the underlying properties located in Colorado should be subject to
rejection in a bankruptcy proceeding as an executory contract.

Competition and Markets

      The oil and natural gas industry is highly competitive. MV Partners competes with major oil and natural gas companies and independent
oil and natural gas companies for oil and natural gas, equipment, personnel and markets for the sale of oil and natural gas. Many of these
competitors are financially stronger than MV Partners, but even financially troubled competitors can affect the market because of their need to
sell oil and natural gas at any price to attempt to maintain cashflow. The trust will be subject to the same competitive conditions as MV
Partners and other companies in the oil and natural gas industry.

     Oil and natural gas compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy
include electricity, coal and fuel oils. Changes in the availability or price of oil, natural gas or other forms of energy, as well as business
conditions, conservation, legislation, regulations and the ability to convert to alternate fuels and other forms of energy may affect the demand
for oil and natural gas.

      Future price fluctuations for oil, natural gas and natural gas liquids will directly impact trust distributions, estimates of reserves
attributable to the trust's interests and estimated and actual future net revenues to the trust. In view of the many uncertainties that affect the
supply and demand for oil and natural gas, neither the trust nor MV Partners can make reliable predictions of future oil and natural gas supply
and demand, future product prices or the effect of future product prices on the trust.

                                                                          65
Environmental Matters and Regulation

     General. The operations of the properties comprising the underlying properties are subject to stringent and complex federal, state and
local laws and regulations governing environmental protection as well as the discharge of materials into the environment. These laws and
regulations may, among other things:

     •
            restrict the types, quantities and concentration of various substances that can be released into the environment in connection with
            oil and natural gas drilling and production activities;

     •
            limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and

     •
            require remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug
            abandoned wells.

     These laws, rules and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be
possible. The regulatory burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects
profitability. Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes that
result in more stringent and costly waste handling, disposal and cleanup requirements for the oil and natural gas industry could have a
significant impact on the operating costs of the properties comprising the underlying properties.

    The following is a summary of the existing laws, rules and regulations to which the operations of the properties comprising the underlying
properties are subject that are material to the operation of the underlying properties.

     Waste Handling. The Resource Conservation and Recovery Act, or RCRA, and comparable state statutes, regulate the generation,
transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the federal
Environmental Protection Agency, or EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction
with their own, more stringent requirements. Drilling fluids, produced waters and most of the other wastes associated with the exploration,
development and production of crude oil or natural gas are currently regulated under RCRA's non-hazardous waste provisions. However, it is
possible that certain oil and natural gas exploration and production wastes now classified as non-hazardous could be classified as hazardous
wastes in the future. Any such change could result in an increase in the costs to manage and dispose of wastes, which could have a material
adverse effect on the cash distributions to the trust unitholders.

     Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive Environmental Response,
Compensation and Liability Act, or CERCLA, also known as the Superfund law, imposes joint and several liability, without regard to fault or
legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment.
These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a
hazardous substance released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up
the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health
studies. In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property
damage allegedly caused by the hazardous substances released into the environment.

     The properties comprising the underlying properties may have been used for oil and natural gas exploration and production for many
years. Although MV Partners believes that it has utilized operating and waste disposal practices that were standard in the industry at the time,
hazardous substances, wastes or hydrocarbons may have been released on or under the properties, or on or under other locations, including
off-site locations, where such substances have been taken for disposal. In

                                                                        66
addition, the properties comprising the underlying properties may have been operated by third parties or by previous owners or operators whose
treatment and disposal of hazardous substances, wastes or hydrocarbons was not under MV Partners' control. These properties and the
substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, MV Partners could be
required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial plugging or pit closure
operations to prevent future contamination.

      Water Discharges. The Federal Water Pollution Control Act, or the Clean Water Act, and analogous state laws, impose restrictions and
strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States.
The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by EPA or an analogous
state agency. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge
permits or other requirements of the Clean Water Act and analogous state laws and regulations.

     Air Emissions. The Federal Clean Air Act, and comparable state laws, regulate emissions of various air pollutants through air emissions
permitting programs and the imposition of other requirements. In addition, EPA has developed, and continues to develop, stringent regulations
governing emissions of toxic air pollutants at specified sources. Federal and state regulatory agencies can impose administrative, civil and
criminal penalties for non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and
regulations.

     OSHA and Other Laws and Regulation. MV Partners is subject to the requirements of the federal Occupational Safety and Health Act
(OSHA) and comparable state statutes. The OSHA hazard communication standard, the EPA community right-to-know regulations under the
Title III of CERCLA and similar state statutes require that MV Partners organize and/or disclose information about hazardous materials used or
produced in its operations. MV Partners believes that it is in substantial compliance with these applicable requirements and with other OSHA
and comparable requirements.

     The Kyoto Protocol to the United Nations Framework Convention on Climate Change became effective in February 2005. Under the
Protocol, participating nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse
gases, that are suspected of contributing to global warming. The United States is not currently a participant in the Protocol, and Congress has
not actively considered recent proposed legislation directed at reducing greenhouse gas emissions. However, there has been support in various
regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation
addressing greenhouse gas emissions from various sources, primarily power plants. The oil and natural gas industry is a direct source of certain
greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions on such emissions could impact the future operations of
the properties comprising the underlying properties. The operations of the properties comprising the underlying properties are not adversely
impacted by the current state and local climate change initiatives and, at this time, it is not possible to accurately estimate how potential future
laws or regulations addressing greenhouse gas emissions would impact the operations of the properties.

     MV Partners believes that it is in substantial compliance with all existing environmental laws and regulations applicable to the current
operations of the properties comprising the underlying properties and that its continued compliance with existing requirements will not have a
material adverse effect on the cash distributions to the trust unitholders. For instance, MV Partners did not incur any material capital
expenditures for remediation or pollution control activities for the year ended December 31, 2005. Additionally, as of the date of this
prospectus, it is not aware of any environmental issues or claims that will require material capital expenditures during 2006. However, there is
no assurance that the passage of more stringent laws or regulations in the future will not have an negative impact on the operations of the
properties comprising the underlying properties and the cash distributions to the trust unitholders.

                                                                          67
                                                    COMPUTATION OF NET PROCEEDS

     The provisions of the conveyance governing the computation of the net proceeds are detailed and extensive. The following information
summarizes the material information contained in the conveyance related to the computation of the net proceeds. This summary may not
contain all information that is important to you. For more detailed provisions concerning the net profits interest, you should read the
conveyance. A copy of the conveyance has been filed as an exhibit to the registration statement. See "Where You Can Find More Information."

Net Profits Interest

     The term net profits interest will be conveyed to the trust by MV Partners by means of a conveyance instrument that will be recorded in
the appropriate real property records in each county in Kansas and Colorado where the oil and natural gas properties to which the underlying
properties relate are located. The net profits interest will burden the existing net interests owned by MV Partners in the properties comprising
the underlying properties. MV Partners has an average working interest of approximately 94% and an average net revenue interest of
approximately 81% in the properties comprising the underlying properties.

     The conveyance creating the net profits interest provides that the trust will be entitled to receive an amount of cash for each quarter equal
to 80% of the net proceeds (calculated as described below) from the sale of oil, natural gas and natural gas liquid production attributable to the
underlying properties.

      The amounts paid to the trust for the net profits interest are based on the definitions of "gross proceeds" and "net proceeds" contained in
the conveyance and described below. Under the conveyance, net proceeds are computed quarterly, and 80% of the aggregate net proceeds
attributable to a computation period will be paid to the trust on or before the 25 th day of the month following the computation period. MV
Partners will not pay to the trust any interest on the net proceeds held by MV Partners prior to payment to the trust. The trustee will make
distributions to trust unitholders quarterly. See "Description of the Trust Units—Distributions and Income Computations."

     "Gross proceeds" means:

     •
            the aggregate amount received by MV Partners from sales of oil, natural gas and natural gas liquids produced from the underlying
            properties (other than amounts received for certain future non-consent operations), less

     •
            the aggregate amounts paid by MV Partners upon settlement of the hedge contracts on a quarterly basis, as specified in the hedge
            contracts.

     Gross proceeds does not include consideration for the transfer or sale of any underlying property by MV Partners or any subsequent owner
to any new owner unless the net profits interest is released (as is permitted in certain circumstances). Gross proceeds also does not include any
amount for oil, natural gas or natural gas liquids lost in production or marketing or used by the owner of the underlying properties in drilling,
production and plant operations. Gross proceeds includes payments for future production if they are not subject to repayment in the event of
insufficient subsequent production.

     "Net proceeds" means gross proceeds less the following:

     •
            all payments to mineral or landowners, such as royalties or other burdens against production, delay rentals, shut-in oil and natural
            gas payments, minimum royalty or other payments for drilling or deferring drilling;

                                                                        68
     •
            any taxes paid by the owner of an underlying property to the extent not deducted in calculating gross proceeds, including estimated
            and accrued general property (ad valorem), production, severance, sales, gathering, excise and other taxes;

     •
            any extraordinary taxes or windfall profits taxes that may be assessed in the future that are based on profits realized or prices
            received for production from the underlying properties;

     •
            costs paid by an owner of a property comprising the underlying properties under any joint operating agreement;

     •
            all other costs and expenses, capital costs and liabilities of exploring for, drilling, recompleting, workovers, operating and
            producing oil, natural gas and natural gas liquids, including allocated expenses such as labor, vehicle and travel costs and materials
            and any plugging and abandonment liabilities (net of any capital costs for which a reserve had already been made to the extent
            such capital costs are incurred during the computation period) other than costs and expenses for certain future non-consent
            operations;

     •
            costs or charges associated with gathering, treating and processing oil, natural gas and natural gas liquids;

     •
            any overhead charge incurred pursuant to any operating agreement relating to an underlying property, including the overhead fee
            payable by MV Partners to Vess Oil and Murfin Drilling as described below;

     •
            costs paid to counterparties under the hedge contracts or to the persons that provide credit to maintain any hedge contracts,
            excluding any hedge settlement amounts;

     •
            amounts previously included in gross proceeds but subsequently paid as a refund, interest or penalty;

     •
            costs and expenses for renewals or extensions of leases; and

     •
            at the option of MV Partners (or any subsequent owner of the underlying properties), amounts reserved for approved capital
            expenditure projects, including well drilling, recompletion and workover costs, which amounts will at no time exceed $1.0 million
            in the aggregate, and will be subject to the limitations described below.



     During each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been
produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest) (in either case,
the "Capital Expenditure Limitation Date"), the sum of the capital expenditures and amounts reserved for approved capital expenditure projects
for such twelve-month period may not exceed the Average Annual Capital Expenditure Amount. The "Average Annual Capital Expenditure
Amount" means the quotient of (x) the sum of the capital expenditures and amounts reserved for approved capital expenditure projects with
respect to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (y) three. Commencing on the Capital
Expenditure Limitation Date, and each anniversary of the Capital Expenditure Limitation Date thereafter, the Average Annual Capital
Expenditure Amount will be increased by 2.5% to account for expected increased costs due to inflation.

     As is customary in the oil and natural gas industry, MV Partners pays an overhead fee to Vess Oil and Murfin Drilling to operate the
underlying properties on behalf of MV Partners. The operating activities include various engineering, accounting and administrative functions.
The fee is based on a monthly charge per active operated well, which totaled $2.1 million in 2005 for all of the properties comprising the
underlying properties for which MV Partners was designated as the operator. The fee is adjusted annually and will increase or decrease each
year based on changes in the year-end index of average weekly earnings of crude petroleum and natural gas workers.

                                                                        69
     In the event that the net proceeds for any computation period is a negative amount, the trust will receive no payment for that period, and
any such negative amount plus accrued interest will be deducted from gross proceeds in the following computation period for purposes of
determining the net proceeds for that following computation period.

    Gross proceeds and net proceeds are calculated on a cash basis, except that certain costs, primarily ad valorem taxes and expenditures of a
material amount, may be determined on an accrual basis.

Hedge Contracts

      MV Partners has entered into certain hedge contracts and derivative arrangements related to the oil production from the underlying
properties for the years 2006 through 2010. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless
collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 86% of expected production from the underlying
properties that are classified as proved developed producing in the reserve report. For the years 2009 and 2010, MV Partners has entered into
swap contracts at prices ranging from $63 to $71 per barrel of oil that hedge approximately 80% of expected production from the underlying
properties that are classified as proved developed producing in the reserve report. MV Partners has assigned to the trust the right to receive 80%
of all payments payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. From June 30,
2006 through December 31, 2010, MV Partners' crude oil price risk management positions in swap contracts and collar arrangements are as
follows:

                                                            Fixed Price Swaps                             Collars

                                                                                                          Weighted Average Price
                                                                                                                (Per Bbl)

                                                                       Weighted
                                                  Volumes             Average Price      Volumes
                 Year Ended December 31,           (Bbls)               (Per Bbl)         (Bbls)

                                                                                                           Floor           Ceiling

                 2006                              419,321       $               63.01         —      $          —     $         —
                 2007                              687,000                       62.52    120,000             61.00           68.00
                 2008                              779,000                       58.79         —                 —               —
                 2009                              678,000                       66.24         —                 —               —
                 2010                              637,800                       65.03         —                 —               —

Additional Provisions

     If a controversy arises as to the sales price of any production, then for purposes of determining gross proceeds:

     •
            amounts withheld or placed in escrow by a purchaser are not considered to be received by the owner of the underlying property
            until actually collected;

     •
            amounts received by the owner of the underlying property and promptly deposited with a nonaffiliated escrow agent will not be
            considered to have been received until disbursed to it by the escrow agent; and

     •
            amounts received by the owner of the underlying property and not deposited with an escrow agent will be considered to have been
            received.

     The trustee is not obligated to return any cash received from the net profits interest. Any overpayments made to the trust by MV Partners
due to adjustments to prior calculations of net proceeds or otherwise will reduce future amounts payable to the trust until MV Partners recovers
the overpayments plus interest at the prime rate.

     The conveyance generally permits MV Partners to transfer without the consent or approval of the trust unitholders all or any part of its
interest in the underlying properties, subject to the net profits

                                                                           70
interest. The trust unitholders are not entitled to any proceeds of a sale or transfer of MV Partners' interest unless the trust is required to sell the
net profits interest as to such interest. Following a sale or transfer, the underlying properties will continue to be subject to the net profits
interest, and the net proceeds attributable to the transferred property will be calculated as part of the computation of net proceeds described in
this prospectus.

      In addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated
with any lease that accounts for less than or equal to 0.25% of the total production from the underlying properties in the prior 12 months and
provided that the net profits interest covered by such releases cannot exceed, during any 12-month period, an aggregate fair market value to the
trust of $500,000. These releases will be made only in connection with a sale by MV Partners of the relevant underlying properties and are
conditioned upon the trust receiving an amount equal to the fair value to the trust of such net profits interest. Any net sales proceeds paid to the
trust are distributable to trust unitholders for the quarter in which they are received. MV Partners has not identified for sale any of the
underlying properties.

     As the designated operator of a property comprising the underlying properties, MV Partners may enter into farm-out, operating,
participation and other similar agreements to develop the property. MV Partners may enter into any of these agreements without the consent or
approval of the trustee or any trust unitholder.

     MV Partners and any transferee of an underlying property will have the right to abandon any well or property if it reasonably believes the
well or property ceases to produce or is not capable of producing in commercially paying quantities. In making such decisions, MV Partners or
any transferee of an underlying property is required under the applicable conveyance to act as a reasonably prudent operator in the State of
Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the
net profits interest as a burden on such property. Upon termination of the lease, the portion of the net profits interest relating to the abandoned
property will be extinguished.

     MV Partners must maintain books and records sufficient to determine the amounts payable for the net profits interest to the trust.
Quarterly and annually, MV Partners must deliver to the trustee a statement of the computation of the net proceeds for each computation
period. The trustee has the right to inspect and copy the books and records maintained by MV Partners during normal business hours and upon
reasonable notice.

                                                                           71
                                               DESCRIPTION OF THE TRUST AGREEMENT

      The following information and the information included under "Description of the Trust Units" summarize the material information
contained in the trust agreement and the conveyance. For more detailed provisions concerning the trust and the conveyance, you should read
the trust agreement and the conveyance. Copies of the trust agreement and the conveyance have been filed as exhibits to the registration
statement. See "Where You Can Find More Information."

Creation and Organization of the Trust; Amendments

      Immediately prior to the closing of this offering, MV Partners will contribute to the trust the term net profits interest in consideration of
receipt of 11,500,000 trust units. In addition, in connection with the trust's first quarterly distribution, MV Partners will contribute cash in an
amount equal to the amount that would have been payable to the trust as of the closing of this offering had the net profits interest been in effect
with respect to all production from the underlying properties since July 1, 2006. The cash contribution will also include 80% of all amounts
paid to MV Partners from hedge contract counterparties for settlements related to the period from July 1, 2006 to the closing of this offering.
After the offering made hereby, MV Partners will own its net interests in the underlying properties subject to and burdened by the net profits
interest. The trust will be entitled to receive 80% of the net proceeds from the sale of oil, natural gas and natural gas liquid volumes produced
from the underlying properties calculated in accordance with the terms of the conveyance. In addition, the trust will be entitled to receive 80%
of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts.

      The trust was created under Delaware law to acquire and hold the net profits interest for the benefit of the trust unitholders pursuant to an
agreement between MV Partners, the trustee and the Delaware trustee. The net profits interest is passive in nature and neither the trust nor the
trustee has any control over or responsibility for costs relating to the operation of the properties comprising the underlying properties. Neither
MV Partners nor other operators of the properties comprising the underlying properties have any contractual commitments to the trust to
provide additional funding or to conduct further drilling on or to maintain their ownership interest in any of these properties. After the
conveyance of the net profits interest, however, MV Partners will retain an interest in each of the underlying properties. For a description of the
underlying properties and other information relating to them, see "The Underlying Properties."

     The trust agreement will provide that the trust's business activities will be limited to owning the net profits interest and any activity
reasonably related to such ownership, including activities required or permitted by the terms of the conveyance related to the net profits
interest. As a result, the trust will not be permitted to acquire other oil and natural gas properties or net profits interests.

     The beneficial interest in the trust is divided into 11,500,000 trust units. Each of the trust units represents an equal undivided beneficial
interest in the assets of the trust. You will find additional information concerning the trust units in "Description of the Trust Units."

     Amendment of the trust agreement requires a vote of holders of a majority of the outstanding trust units. However, no amendment may:

     •
             increase the power of the trustee or the Delaware trustee to engage in business or investment activities; or

     •
             alter the rights of the trust unitholders as among themselves.

     Certain amendments to the trust agreement do not require the vote of the trust unitholders. The trustee may, without approval of the trust
unitholders, from time to time supplement or amend the trust agreement in order to cure any ambiguity, to correct or supplement any defective
or inconsistent

                                                                         72
provisions, to grant any benefit to all of the trust unitholders or to change the name of the trust, provided such supplement or amendment is not
adverse to the interest of the trust unitholders. The business and affairs of the trust will be managed by the trustee. MV Partners has no ability
to manage or influence the operations of the trust.

Assets of the Trust

      Upon completion of this offering, the assets of the trust will consist of the net profits interest, the right to receive 80% of any payments
under the hedge contracts and any cash and temporary investments being held for the payment of expenses and liabilities and for distribution to
the trust unitholders.

Duties and Powers of the Trustee

     The duties of the trustee are specified in the trust agreement and by the laws of the State of Delaware, except as modified by the trust
agreement. The trustee's principal duties consist of:

     •
             collecting cash attributable to the net profits interest and received upon settlement of the hedge contracts;

     •
             paying expenses, charges and obligations of the trust from the trust's assets;

     •
             distributing distributable cash to the trust unitholders;

     •
             causing to be prepared and distributed a tax information report for each trust unitholder and to prepare and file tax returns on
             behalf of the trust;

     •
             causing to be prepared and filed reports required to be filed under the Securities Exchange Act of 1934 and by the rules of any
             securities exchange or quotation system on which the trust units are listed or admitted to trading;

     •
             establishing, evaluating and maintaining a system of internal controls over financial reporting in compliance with the requirements
             of Section 404 of the Sarbanes-Oxley Act of 2002;

     •
             enforcing the rights under certain agreements entered into in connection with this offering; and

     •
             taking any action it deems necessary and advisable to best achieve the purposes of the trust.

      In connection with the formation of the trust, the trustee entered into several agreements with MV Partners that impose obligations upon
MV Partners that are enforceable by the trustee on behalf of the trust. For example, when making decisions with respect to the development,
operation, abandonment or sale of the underlying properties, MV Partners is obligated under the terms of the conveyance of the net profits
interest to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with
respect to its own properties, disregarding the existence of the net profits interest. In addition, the trust has entered into an administrative
services agreement with MV Partners pursuant to which MV Partners has agreed to perform specified administrative services on behalf of the
trust in a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. The trustee has
the power and authority under the trust agreement to enforce these agreements on behalf of the trust.

      If a trust liability is contingent or uncertain in amount or not yet currently due and payable, the trustee may create a cash reserve to pay for
the liability. If the trustee determines that the cash on hand and the cash to be received are insufficient to cover the trust's liability, the trustee
may borrow funds required to pay the liabilities. The trustee may borrow the funds from any person, including itself or its affiliates. The trustee
may also mortgage the assets of the trust to secure payment of the indebtedness. The terms of such indebtedness and security interest, if funds
were loaned by the entity serving as trustee or Delaware trustee or an affiliate thereof, would be similar to the terms which such

                                                                          73
entity would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship, and such entity shall be
entitled to enforce its rights with respect to any such indebtedness and security interest as if it were not then serving as trustee or Delaware
trustee. If the trustee borrows funds, the trust unitholders will not receive distributions until the borrowed funds are repaid.

    Each quarter, the trustee will pay trust obligations and expenses and distribute to the trust unitholders the remaining proceeds received
from the net profits interest. The cash held by the trustee as a reserve against future liabilities or for distribution at the next distribution date
must be invested in:

     •
             interest bearing obligations of the United States government;

     •
             money market funds that invest only in United States government securities;

     •
             repurchase agreements secured by interest-bearing obligations of the United States government; or

     •
             bank certificates of deposit.

     The trust may not acquire any asset except the net profits interest, cash and temporary cash investments, and it may not engage in any
investment activity except investing cash on hand.

     The trust may merge or consolidate with or into one or more limited partnerships, general partnerships, corporations, business trusts,
limited liability companies, or associations or unincorporated businesses if such transaction is agreed to by the trustee and by the affirmative
vote of the holders of a majority of the outstanding trust units and such transaction is permitted under the Delaware Statutory Trust Act and any
other applicable law.

     MV Partners may request that the trustee sell certain of its net profits interest under any of the following circumstances:

     •
             the sale does not involve a material part of the trust's assets and is in the best interests of the trust unitholders; or

     •
             the sale constitutes a material part of the trust's assets and is in the best interests of the trust unitholders, subject to the holders
             representing a majority of the outstanding trust units approving the sale.



     Upon dissolution of the trust, the trustee must sell the net profits interest. No trust unitholder approval is required in this event.

     The trustee will distribute the net proceeds from any sale of the net profits interest and other assets to the trust unitholders.

     The trustee may require any trust unitholder to dispose of his trust units if an administrative or judicial proceeding seeks to cancel or
forfeit any of the property in which the trust holds an interest because of the nationality or any other status of that trust unitholder. If a trust
unitholder fails to dispose of his trust units, the trustee has the right to purchase them and to borrow funds to make that purchase.

     The trustee is not expected to maintain a website for filings made by the trust with the SEC.

     The trustee may agree to modifications of the terms of the conveyance or to settle disputes involving the conveyance. The trustee may not
agree to modifications or settle disputes involving the net profits interest part of the conveyance if these actions would change the character of
the net profits interest in such a way that the net profits interest becomes a working interest or that the trust becomes an operating business.

                                                                            74
Liabilities of the Trust

     Because the trust does not conduct an active business and the trustee has little power to incur obligations, it is expected that the trust will
only incur liabilities for routine administrative expenses, such as the trustee's fees and accounting, engineering, legal, tax advisory and other
professional fees.

Fees and Expenses

      The trust will be responsible for paying all legal, accounting, tax advisory, engineering and stock exchange fees, printing costs and other
administrative and out-of-pocket expenses incurred by or at the direction of the trustee or the Delaware trustee. These trust administrative
expenses are anticipated to aggregate approximately $600,000 per year, although such costs could be greater or less depending on future events
that cannot be predicted. Included in the $600,000 annual estimate is an annual administrative fee of $150,000 for the trustee and an annual
administrative fee of $2,500 for the Delaware trustee. In addition, the trust will pay an annual administrative fee to MV Partners, which fee will
total $60,000 in 2006 and will increase by 4% each year beginning in January 2007. See "The Trust—Administrative Services Agreement."
The trust will also pay, out of the first cash payment received by the trust, the trustee's and Delaware trustee's legal expenses incurred in
forming the trust as well as the Delaware trustee's acceptance fee in the amount of $2,500. These costs will be deducted by the trust before
distributions are made to trust unitholders.

Fiduciary Responsibility and Liability of the Trustee

      The trustee will not make business decisions affecting the assets of the trust except to the extent it enforces its rights under the conveyance
agreement related to the net profits interest and the administrative services agreement described above under "—Duties and Powers of the
Trustee" that will be executed in connection with this offering. Therefore, substantially all of the trustee's functions under the trust agreement
are expected to be ministerial in nature. See "—Duties and Powers of the Trustee," above. The trust agreement, however, provides that the
trustee may:

     •
             charge for its services as trustee;

     •
             retain funds to pay for future expenses and deposit them with one or more banks or financial institutions (which may include the
             trustee to the extent permitted by law);

     •
             lend funds at commercial rates to the trust to pay the trust's expenses; and

     •
             seek reimbursement from the trust for its out-of-pocket expenses.

      In discharging its duty to trust unitholders, the trustee may act in its discretion and will be liable to the trust unitholders only for its own
fraud, gross negligence or acts or omissions constituting bad faith. The trustee will not be liable for any act or omission of its agents or
employees unless the trustee acted in bad faith or with gross negligence in their selection and retention. The trustee will be indemnified
individually or as the trustee for any liability or cost that it incurs in the administration of the trust, except in cases of fraud, gross negligence or
bad faith. The trustee will have a lien on the assets of the trust as security for this indemnification and its compensation earned as trustee. Trust
unitholders will not be liable to the trustee for any indemnification. See "Description of the Trust Units—Liability of Trust Unitholders." The
trustee must ensure that all contractual liabilities of the trust are limited to the assets of the trust and the trustee will be liable for its failure to do
so.

     The trustee may consult with counsel, accountants, tax advisors, geologists, engineers and other parties the trustee believes to be qualified
as experts on the matters for which advice is sought. The trustee will be protected for any action it takes in good faith reliance upon the opinion
of the expert.

     Except as expressly set forth in the trust agreement, neither the trustee, the Delaware trustee nor the other indemnified parties have any
duties or liabilities, including fiduciary duties, to the trust or any

                                                                             75
trust unitholder. The provisions of the trust agreement, to the extent they restrict, eliminate or otherwise modify the duties and liabilities,
including fiduciary duties of these persons otherwise existing at law or in equity, are agreed by the trust unitholders to replace such other duties
and liabilities of these persons.

Duration of the Trust; Sale of the Net Profits Interest

     The trust will remain in existence until the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from
the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net
proceeds from the underlying properties pursuant to the net profits interest). The trust will dissolve prior to its termination if:

     •
             the trust sells the net profits interest;

     •
             annual gross proceeds attributable to the net profits interest are less than $1 million for each of two consecutive years;

     •
             the holders of a majority of the outstanding trust units vote in favor of dissolution; or

     •
             judicial dissolution of the trust.

      The trustee would then sell all of the trust's assets, either by private sale or public auction, and distribute the net proceeds of the sale to the
trust unitholders.

Dispute Resolution

      Any dispute, controversy or claim that may arise between MV Partners and the trustee relating to the trust will be submitted to binding
arbitration before a tribunal of three arbitrators.

Compensation of the Trustee and the Delaware Trustee

     The trustee's and the Delaware trustee's compensation will be paid out of the trust's assets. See "—Fees and Expenses."

Miscellaneous

    The principal offices of the trustee are located at 221 West Sixth Street, 1st Floor, Austin, Texas 78701, and its telephone number is
(800) 852-1422.

      The Delaware trustee and the trustee may resign at any time or be removed with or without cause at any time by a vote of not less than a
majority of the outstanding trust units. Any successor must be a bank or trust company meeting certain requirements including having
combined capital, surplus and undivided profits of at least $20,000,000, in the case of the Delaware trustee, and $100,000,000, in the case of
the trustee.

                                                                           76
                                                     DESCRIPTION OF THE TRUST UNITS

     Each trust unit is a unit of the beneficial interest in the trust and is entitled to receive cash distributions from the trust on a pro rata basis.
Each trust unitholder has the same rights regarding each of his trust units as every other trust unitholder has regarding his units. The trust units
will be in book-entry form only and will not be represented by certificates. The trust will have 11,500,000 trust units outstanding upon
completion of this offering.

Distributions and Income Computations

      Each quarter, the trustee will determine the amount of funds available for distribution to the trust unitholders. Available funds are the
excess cash, if any, received by the trust from the net profits interest, payments from the hedge contracts and other sources (such as interest
earned on any amounts reserved by the trustee) that quarter, over the trust's liabilities for that quarter. Available funds will be reduced by any
cash the trustee decides to hold as a reserve against future liabilities. It is expected that quarterly cash distributions during the term of the trust
will be made by the trustee on or before the 25 th day of the month following the end of each quarter to the trust unitholders of record on the 15
th
   day of the month following the end of each quarter (or the next succeeding business day). The first distribution to trust unitholders purchasing
trust units in this offering will be made on or about January 25, 2007 to trust unitholders owning trust units on January 15, 2007.

      Unless otherwise advised by counsel or the IRS, the trustee will treat the income and expenses of the trust for each quarter as belonging to
the trust unitholders of record on the quarterly record date. Trust unitholders will recognize income and expenses for tax purposes in the quarter
the trust receives or pays those amounts, rather than in the quarter the trust distributes them. Minor variances may occur. For example, the
trustee could establish a reserve in one quarter that would not result in a tax deduction until a later quarter. The trustee could also make a
payment in one quarter that would be amortized for tax purposes over several quarters. See "Federal Income Tax Consequences."

Periodic Reports

     The trustee will file all required trust federal and state income tax and information returns. The trustee will prepare and mail to trust
unitholders annual reports that trust unitholders need to correctly report their share of the income and deductions of the trust. The trustee will
also cause to be prepared and filed reports required to be filed under the Securities Exchange Act of 1934, as amended, and by the rules of any
securities exchange or quotation system on which the trust units are listed or admitted to trading, and will also cause the trust to comply with all
of the provisions of the Sarbanes-Oxley Act, including but not limited to, establishing, evaluating and maintaining a system of internal controls
over financial reporting in compliance with the requirements of Section 404 thereof.

      Each trust unitholder and his representatives may examine, for any proper purpose, during reasonable business hours, the records of the
trust and the trustee.

Liability of Trust Unitholders

     Under the Delaware Statutory Trust Act, trust unitholders will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit under the General Corporation Law of the State of Delaware. No assurance can be given,
however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

Voting Rights of Trust Unitholders

     The trustee or trust unitholders owning at least 10% of the outstanding trust units may call meetings of trust unitholders. The trust will be
responsible for all costs associated with calling a

                                                                           77
meeting of trust unitholders unless such meeting is called by the trust unitholders, in which case the trust unitholders will be responsible for all
costs associated with calling such meeting of trust unitholders. Meetings must be held in such location as is designated by the trustee in the
notice of such meeting. The trustee must send written notice of the time and place of the meeting and the matters to be acted upon to all of the
trust unitholders at least 20 days and not more than 60 days before the meeting. Trust unitholders representing a majority of trust units
outstanding must be present or represented to have a quorum. Each trust unitholder is entitled to one vote for each trust unit owned.

     Unless otherwise required by the trust agreement, a matter may be approved or disapproved by the vote of a majority of the trust units held
by the trust unitholders at a meeting where there is a quorum. This is true, even if a majority of the total trust units did not approve it. The
affirmative vote of the holders of a majority of the outstanding trust units is required to:

     •
            dissolve the trust;

     •
            remove the trustee or the Delaware trustee;

     •
            amend the trust agreement (except with respect to certain matters that do not adversely affect the rights of trust unitholders in any
            material respect);

     •
            merge or consolidate the trust with or into another entity; or

     •
            approve the sale of all or any material part of the assets of the trust.

      In addition, certain amendments to the trust agreement may be made by the trustee without approval of the trust unitholders. See
"Description of the Trust Agreement—Creation and Organization of the Trust; Amendments." The trustee must consent before all or any part
of the trust assets can be sold except in connection with the dissolution of the trust or limited sales directed by MV Partners in conjunction with
its sale of underlying properties.

Comparison of Trust Units and Common Stock

     Trust unitholders have more limited voting rights than those of stockholders of most public corporations. For example, there is no
requirement for annual meetings of trust unitholders or for annual or other periodic re-election of the trustee.

                                                                          78
     You should also be aware of the following ways in which an investment in trust units is different from an investment in common stock of
a corporation.

                                                                         Trust Units                                  Common Stock

Voting                                                  The trust agreement provides voting            Corporate statutes provide voting rights
                                                        rights to trust unitholders to remove and      to stockholders to elect directors and to
                                                        replace the trustee and to approve or          approve or disapprove major corporate
                                                        disapprove major trust transactions.           transactions.

Income Tax                                              The trust is not subject to income tax;        Corporations are taxed on their income
                                                        trust unitholders are subject to income        and their stockholders are taxed on
                                                        tax on their pro rata share of trust           dividends.
                                                        income, gain, loss and deduction.

Distributions                                           Substantially all trust revenue is required    Stockholders receive dividends at the
                                                        to be distributed to trust unitholders.        discretion of the board of directors.

Business and Assets                                     The business of the trust is limited to        A corporation conducts an active
                                                        specific assets with a finite economic         business for an unlimited term and can
                                                        life.                                          reinvest its earnings and raise additional
                                                                                                       capital to expand.

Fiduciary Duties                                        The trustee shall not be liable to the trust   Officers and directors have a fiduciary
                                                        unitholders for any of its acts or             duty of loyalty to stockholders and a
                                                        omissions absent its own fraud, gross          duty to use due care in management and
                                                        negligence or bad faith.                       administration of a corporation.

                                                                      79
                                                TRUST UNITS ELIGIBLE FOR FUTURE SALE

General

     Prior to this offering, there has been no public market for the trust units of MV Oil Trust. Sales of substantial amounts of the trust units in
the open market, or the perception that those sales could occur, could adversely affect prevailing market prices.

      Upon completion of this offering, there will be outstanding 11,500,000 trust units. All of the 7,500,000 trust units sold in this offering, or
the 8,625,000 trust units if the underwriters exercise their option to purchase additional trust units in full, will be freely tradable without
restriction under the Securities Act. All of the trust units outstanding other than the trust units sold in this offering (a total of 4,000,000 trust
units, or 2,875,000 trust units if the underwriters exercise their option to purchase additional shares in full) will be "restricted securities" within
the meaning of Rule 144 under the Securities Act and may not be sold other than through registration under the Securities Act or pursuant to an
exemption from registration, subject to the restrictions on transfer contained in the lock-up agreements described below and in "Underwriting."

Lock-up Agreements

     In connection with this offering, MV Partners, its members and certain of their affiliates have agreed, for a period of 180 days after the
date of this prospectus, not to offer, sell, contract to sell or otherwise dispose of or transfer any trust units or any securities convertible into or
exchangeable for trust units without the prior written consent of Raymond James & Associates, Inc., subject to specified exceptions. See
"Underwriting" for a description of these lock-up arrangements. Upon the expiration of these lock-up agreements, 4,000,000 trust units, or
2,875,000 trust units if the underwriters exercise their option to purchase additional trust units in full, will be eligible for sale in the public
market under Rule 144 of the Securities Act, subject to volume limitations and other restrictions contained in Rule 144.

Rule 144

      In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person or persons whose trust units
are aggregated, who has beneficially owned restricted trust units for at least one year, including the holding period of any prior owner would be
entitled to sell within any three-month period a number of shares that does not exceed the greater of:

     •
              1% of the number of trust units then outstanding; or

     •
              the average weekly reported trading volume of the trust units on the New York Stock Exchange during the four calendar weeks
              preceding the filing of a Form 144 with respect to the sale.

     Sales under Rule 144 also are subject to manner of sale provisions and notice requirements and to the availability of current public
information about MV Oil Trust.

Rule 144(k)

     Under Rule 144(k), a person who is not deemed to have been an affiliate of MV Oil Trust at any time during the three months preceding a
sale and who has beneficially owned the trust units proposed to be sold for at least two years, including the holding period of any prior owner
(other than an affiliate of MV Oil Trust) is entitled to sell those shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

                                                                           80
Registration Rights

     The trust intends to enter into a registration rights agreement with MV Partners in connection with MV Partners' contribution to the trust
of the net profits interest. In the registration rights agreement, the trust will agree, for the benefit of MV Partners and any transferee of the trust
units (each, a "holder"), to register the trust units it holds. Specifically, the trust will agree:

     •
             subject to the restrictions described above under "—Lock-up Agreements" and under "Underwriting—Lock-up Agreements," to
             use its reasonable best efforts to file a registration statement, including, if so requested, a shelf registration statement, with the SEC
             as promptly as practicable following receipt of a notice requesting the filing of a registration statement from holders representing a
             majority of the then outstanding registrable trust units;

     •
             to use its reasonable best efforts to cause the registration statement or shelf registration statement to be declared effective under the
             Securities Act as promptly as practicable after the filing thereof; and

     •
             to continuously maintain the effectiveness of the registration statement under the Securities Act for 90 days (or for three years if a
             shelf registration statement is requested) after the effectiveness thereof or until the trust units covered by the registration statement
             have been sold pursuant to such registration statement or until all registrable trust units:


             •
                     have been sold pursuant to Rule 144 under the Securities Act if the transferee thereof does not receive "restricted
                     securities;"

             •
                     have been sold in a private transaction in which the transferor's rights under the registration rights agreement are not
                     assigned to the transferee of the trust units; or

             •
                     become eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act).



The holders will have the right to require the trust to file up to three registration statements and will have piggyback registration rights in
certain circumstances.

     In connection with the preparation and filing of any registration statement, MV Partners will bear all costs and expenses incidental to any
registration statement, excluding certain internal expenses of the trust, which will be borne by the trustee, and any underwriting discounts and
commissions, which will be borne by the seller of the trust units.

                                                                          81
                                                 FEDERAL INCOME TAX CONSEQUENCES

U.S. Federal Tax Income Consequences

     The following is a discussion of the material U.S. federal income tax considerations that may be relevant to prospective trust unitholders
and, unless otherwise noted in the following discussion, expresses the opinion of Vinson & Elkins L.L.P., insofar as it relates to matters of law
and legal conclusions. This section is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing
(and to the extent noted proposed) Treasury regulations thereunder, and current administrative rulings and court decisions, all of which are
subject to change or different interpretation at any time, possibly with retroactive effect. Subsequent changes in such authorities may cause the
U.S. federal income tax consequences to vary substantially from the consequences described below. No attempt has been made in the following
discussion to comment on all U.S. federal income tax matters affecting the trust or the trust unitholders.

      The following discussion is limited to trust unitholders who purchase the trust units upon the initial issuance at the initial issue price
(which will equal the first price at which a substantial amount of trust units are sold to the public for cash) and who hold the trust units as
"capital assets" (generally, property held for investment). All references to "trust unitholders" (including U.S. trust unitholders and non-U.S.
trust unitholders) are to beneficial owners of the trust units. This summary does not address the effect of the U.S. federal estate or gift tax laws
or the tax considerations arising under the law of any state, local or foreign jurisdiction. Moreover, the discussion has only limited application
to trust unitholders subject to specialized tax treatment such as, without limitation:

     •
             banks, insurance companies or other financial institutions;

     •
             trust unitholders subject to the alternative minimum tax;

     •
             tax-exempt organizations;

     •
             dealers in securities or commodities;

     •
             regulated investment companies;

     •
             traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

     •
             foreign persons or entities (except to the extent specifically set forth below);

     •
             persons that are S-corporations, partnerships or other pass-through entities;

     •
             persons that own their interest in the trust units through S-corporations, partnerships or other pass-through entities;

     •
             persons that at any time own more than 5% of the aggregate fair market value of the trust units;

     •
             expatriates and certain former citizens or long-term residents of the United States;

     •
             U.S. trust unitholders (as defined below) whose functional currency is not the U.S. dollar;

     •
             persons who hold the trust units as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction
             transaction; or
     •
             persons deemed to sell the trust units under the constructive sale provisions of the Code.

     Prospective investors are urged to consult their own tax advisors as to the particular tax consequences to them of the ownership and
disposition of an investment in trust units, including the applicability of any U.S. federal income, federal estate or gift tax, state, local and
foreign tax laws, changes in applicable tax laws and any pending or proposed legislation.

                                                                          82
     As used herein, the term "U.S. trust unitholder" means a beneficial owner of trust units that for U.S. federal income tax purposes is:

     •
             an individual who is a citizen or resident of the United States,

     •
             a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws
             of the United States, a state thereof or the District of Columbia,

     •
             an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

     •
             a trust if it is subject to the primary supervision of a U.S. court and the control of one or more United States persons (as defined for
             U.S. federal income tax purposes) or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a
             United States person.

     The term "non-U.S. trust unitholder" means any beneficial owner of a trust unit that is not a U.S. trust unitholder.

     If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a
beneficial owner of trust units, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of
the partnership. A trust unitholder that is a partnership, and the partners in such partnership, should consult their own tax advisors about the
U.S. federal income tax consequences of purchasing, owning, and disposing of trust units.

     Classification and Taxation of the Trust

      In the opinion of Vinson & Elkins, L.L.P., for U.S. federal income tax purposes, the trust will be treated as a grantor trust and not as an
unincorporated business entity. As a grantor trust, the trust will not be subject to tax at the trust level. Rather, the grantors, who in this case are
the trust unitholders, will be considered to own and receive the trust's assets and income and will be directly taxable thereon as though no trust
were in existence. The trust will file information returns, reporting to the trust unitholders all items of income, gain, loss, deduction and credit,
which must be included in the tax returns of the trust unitholders based on their respective methods of accounting and tax years without regard
to the accounting method and tax year of the trust.

      No ruling has been or will be requested from the IRS with respect to the U.S. federal income tax treatment of the trust, including a ruling
as to the status of the trust as a grantor trust or as a partnership for U.S. federal income tax purposes. Thus, no assurance can be provided that
the opinions and statements set forth in this discussion of U.S. federal income tax consequences would be sustained by a court if contested by
the IRS.

     The remainder of the discussion below is based on Vinson & Elkins L.L.P.'s opinion that the trust will be classified as a grantor trust for
federal income tax purposes.

     Direct Taxation of Trust Unitholders

      Because the trust will be treated as a trust for U.S. federal income tax purposes, trust unitholders will be treated for such purposes as
owning a direct interest in the assets of the trust, and each trust unitholder will be taxed directly on his pro rata share of the income and gain
attributable to the assets of the trust and will be entitled to claim his pro rata share of the deductions and expenses attributable to the assets of
the trust (subject to certain limitations discussed below). Income, gain, loss, deduction and credits attributable to the assets of the trust will be
taken into account by trust unitholders

                                                                          83
consistent with their method of accounting and without regard to the taxable year or accounting method employed by the trust.

      Following the end of each quarter, the trustee will determine the amount of funds available as of the end of such quarter for distribution to
the trust unitholders and will make distributions of available funds, if any, to the unitholders on or about the 25th day of the month following
the end of the quarter to the unitholders of record on the last business day of such quarter. In certain circumstances, however, a trust unitholder
will not receive the distribution attributable to such income. For example, if the trustee establishes a reserve or borrows money to satisfy
liabilities of the trust, income associated with the cash used to establish that reserve or to repay that loan must be reported by the trust
unitholder, even though that cash is not distributed to him.

     As described above, the trust will allocate items of income, gain, loss, deductions and credits to trust unitholders based on record
ownership at the quarterly record dates. It is possible that the IRS could disagree with this allocation method and could assert that income and
deductions of the trust should be determined and allocated on a daily or prorated basis, which could require adjustments to the tax returns of the
unitholders affected by the issue and result in an increase in the administrative expense of the trust in subsequent periods.

     Classification of the Net Profits Interest

     Based on representations made by MV Partners regarding the expected economic life of the underlying properties and the expected
duration of the net profits interest, the net profits interest should be treated as a "production payment" under Section 636 of the Code or
otherwise as a debt instrument for U.S. federal income tax purposes. Thus, each trust unitholder should be treated as making a loan on the
underlying properties to MV Partners in an aggregate amount generally equal to the purchase price of the trust units reduced by the portion of
the purchase price allocated to the trust's right to receive payments under the hedge contracts, and proceeds payable to the trust from the sale of
production from the burdened properties should be treated as payments of principal and interest on a debt instrument issued by MV Partners.

     We will treat the net profits interest as indebtedness subject to the Treasury Regulations applicable to contingent payment debt instruments
(the "CPDI regulations"), and by purchasing trust units, each trust unitholder will agree to be bound by our application of the CPDI regulations,
including our determination of the rate at which interest will be deemed to accrue on the net profits interest (treated as a debt instrument for
U.S. federal income tax purposes). The remainder of this discussion assumes that the net profits interest will be treated in accordance with that
agreement and our determinations. No assurance can be given that the IRS will not assert that the net profits interest should be treated
differently. Such different treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in trust
units and could require a trust unitholder to accrue interest income at a rate different than the "comparable yield" described below.

Tax Consequences to U.S. Trust Unitholders

     Payments of Interest on the Trust Units

     Under the CPDI regulations, U.S. trust unitholders generally will be required to accrue income on the net profits interest in the amounts
described below, regardless of whether the U.S. trust unitholder uses the cash or accrual method of tax accounting.

                                                                        84
    The CPDI regulations provide that a U.S. trust unitholder must accrue an amount of ordinary interest income for U.S. federal income tax
purposes, for each accrual period prior to and including the maturity date of the debt instrument that equals:

     •
            the product of (i) the adjusted issue price (as defined below) of the debt instrument represented by ownership of trust units as of the
            beginning of the accrual period; and (ii) the comparable yield to maturity (as defined below) of such debt instrument, adjusted for
            the length of the accrual period;

     •
            divided by the number of days in the accrual period; and

     •
            multiplied by the number of days during the accrual period that the trust unitholder held the trust units.

      The "issue price" of the debt instrument held by the trust is the first price at which a substantial amount of the trust units is sold to the
public (other than the amount of such purchase price allocated to the trust's right to receive payments under the hedge contracts), excluding
sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The
"adjusted issue price" of such a debt instrument is its issue price increased by any interest income previously accrued, determined without
regard to any adjustments to interest accruals described below, and decreased by the projected amount of any payments scheduled to be made
with respect to the debt instrument at an earlier time. The term "comparable yield" means the annual yield we would be expected to pay, as of
the initial issue date, on a fixed rate debt security with no contingent payments but with terms and conditions otherwise comparable to those of
the debt instrument represented by ownership of trust units.

     We have determined that the comparable yield for the debt instrument held by the trust is an annual rate of %, compounded
semi-annually. The CPDI regulations require that we provide to trust unitholders, solely for determining the amount of interest accruals for
U.S. federal income tax purposes, a schedule of the projected amounts of payments, which we refer to as projected payments, on the debt
instrument held by the trust. These payments set forth on the schedule must produce a total return on such debt instrument equal to its
comparable yield. Amounts treated as interest under the CPDI regulations are treated as original issue discount for all purposes of the Code.

     As required by the CPDI regulations, for U.S. federal income tax purposes, each holder of trust units must use the comparable yield and
the schedule of projected payments as described above in determining its interest accruals, and the adjustments thereto described below, in
respect of the debt instrument held by the trust. You may obtain the projected payment schedule by submitting a written request for such
information to MV Partners at 250 N. Water, Suite 300, Wichita, Kansas 67202, Attention: President.

     Our determinations of the comparable yield and the projected payment schedule are not binding on the IRS and it could challenge such
determinations. If it did so, and if any such challenge were successful, then the amount and timing of interest income accruals of the trust
unitholders would be different from those reported by us or included on previously filed tax returns by the trust unitholders.

     The comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination for U.S.
federal income tax purposes of a trust unitholder's interest accruals and adjustments thereof in respect of the debt instrument represented by
ownership of trust units and do not constitute a projection or representation regarding the actual amounts payable on the trust units.

     If, during any taxable year, a U.S. trust unitholder receives actual payments with respect to the debt instrument held by the trust that in the
aggregate exceed the total amount of projected payments for that taxable year, the trust unitholder will incur a "net positive adjustment" under
the CPDI

                                                                         85
regulations equal to the amount of such excess. The U.S. trust unitholder will treat a "net positive adjustment" as additional interest income for
such taxable year.

      If a U.S. trust unitholder receives in a taxable year actual payments with respect to the debt instrument held by the trust that in the
aggregate are less than the amount of projected payments for that taxable year, the U.S. trust unitholder will incur a "net negative adjustment"
under the CPDI regulations equal to the amount of such deficit. This adjustment will (a) reduce the U.S. trust unitholder's interest income on
the debt instrument held by the trust for that taxable year, and (b) to the extent of any excess after the application of (a) give rise to an ordinary
loss to the extent of the trust unitholder's interest income on such debt instrument during prior taxable years, reduced to the extent such interest
was offset by prior net negative adjustments. Any negative adjustment in excess of the amount described in (a) and (b) will be carried forward,
as a negative adjustment to offset future interest income in respect of the debt instrument held by the trust or to reduce the amount realized on a
sale, exchange, conversion or retirement of such debt instrument.

     As the effect of the trust's right to receive payments under the hedge contracts is not definitively addressed by presently existing
authorities, the net profits interest may not be treated as a debt instrument for federal income tax purposes. Specifically, the right to receive
payments on the hedge contracts could be integrated with the net profits interest and deemed to be a source other than production for repayment
of the net profits interest, which characterization could adversely affect the qualification of the net profits interest as a production payment, and
thus as a debt instrument, under Section 636 of the Code. However, tax counsel believes that the integration of the two interests, if asserted,
would be unlikely to be sustained, as any such integration would be contrary to the form of the conveyances to the trust and inconsistent with
the applicable authorities.

      If the net profits interest is not treated as a debt instrument, a trust unitholder would be allowed to recoup its basis in the net profits interest
on a schedule that is in proportion to expected production from the net profits interest, with the effect that a trust unitholder would be entitled to
deductions in respect of basis recovery on a schedule that is more favorable compared to the trust unitholder's entitlement to treat a portion of
its receipts as return of principal if the net profits interest is treated, in accordance with tax counsel's opinion, as a debt instrument. In that case,
however, the deductions so allowed may be itemized deductions, the deductibility of which would be subject to limitations that disallow
itemized deductions that are less than 2% of a taxpayer's adjusted gross income, or reduce the amount of itemized deductions that are otherwise
allowable by the lesser of (i) 3% of (A) adjusted gross income over (B) $100,000 ($50,000 in the case of a separate return by a married
individual) and (ii) 80% of the amount of itemized deductions that are otherwise allowable, or both. Although the matter is not free from doubt,
tax counsel believes that, if the issue became relevant as a result of the classification of the net profits interest as other than a debt instrument,
deductions in respect of basis recovery should not be itemized deductions, as the deductions should, under Section 62(a)(4) of the Code, be
considered deductions that are attributable to property held for the production of royalty income.

     The trust is not entitled to claim depletion deductions with respect to the burdened properties.

     Payments Received with Respect to the Hedge Contracts

     A portion of the purchase price paid for trust units will be allocated to the right to receive payments under the hedge contracts. A U.S. trust
unitholder's basis in that right will be equal to the amount of such allocated purchase price and will be amortized over the life of the right. As
discussed immediately above, certain miscellaneous itemized deductions of an individual taxpayer are subject to limitations on deductibility.
Amortization deductions attributable to the portion of the purchase price allocated to the right to receive payments under the hedge contracts
will generally be subject to such

                                                                           86
limitations. A U.S. trust unitholder will be required to recognize ordinary income with respect to payments received by the trust under the
hedge contracts.

     Disposition of Trust Units

      For U.S. federal income tax purposes, a sale of trust units will be treated as a sale by the U.S. trust unitholder of his interest in the assets of
the trust. Generally, a U.S. trust unitholder will recognize gain or loss on a sale or exchange of trust units equal to the difference between the
amount realized and the U.S. trust unitholder's adjusted tax basis for the trust units sold. A U.S. trust unitholder's adjusted tax basis in his trust
units will be equal to the U.S. trust unitholder's original purchase price for the trust units, increased by any interest income previously accrued
by the U.S. trust unitholder (determined without regard to any adjustments to interest accruals for positive or negative adjustments as described
above) and decreased by the amount of any projected payments that have been previously scheduled to be made in respect of the trust units
(without regard to the actual amount paid). In addition, such basis will be increased by his share of any payments that are made on the hedge
contracts, reduced by the distributions of such amounts and reduced by the amortization deductions with respect to the amount paid for the
right to receive payments under the hedge contracts.

      Gain recognized upon a sale or exchange of a trust unit attributable to the net profits interest (the amount of which is reduced by any
unused adjustments as discussed above) will generally be treated as ordinary interest income. Any loss will be ordinary loss to the extent of
interest previously included in income (reduced by any negative adjustments thereto), and thereafter, capital loss (which will be long-term if the
trust unit is held for more than one year). Net capital loss may offset no more than $3,000 of ordinary income in the case of individuals and
may only be used to offset capital gain in the case of corporations.

      Gain or loss upon a sale or exchange of a trust unit attributable to the right to receive payments under the hedge contracts will generally be
treated as capital gain or loss.

     Trust Administrative Expenses

     Expenses of the trust will include administrative expenses of the trustee. As discussed above, certain miscellaneous itemized deductions
will generally be subject to limitations on deductibility. Under these rules, administrative expenses attributable to the trust units are
miscellaneous itemized deductions that generally will have to be aggregated with an individual unitholder's other miscellaneous itemized
deductions to determine the excess over 2% of adjusted gross income. It is anticipated that the amount of such administrative expenses will not
be significant in relation to the trust's income.

     Backup Withholding and Information Reporting

      Payments of principal and interest on, and the proceeds of dispositions of, the trust units, may be subject to information reporting and U.S.
federal backup withholding tax if the trust unitholder thereof fails to supply an accurate taxpayer identification number or otherwise fails to
comply with applicable U.S. information reporting or certification requirements. Any amounts so withheld will be allowed as a credit against
the trust unitholder's U.S. federal income tax liability.

Tax Consequences to Non-U.S. Trust Unitholders

      The following is a summary of certain material United States federal income tax consequences that will apply to you if you are a non-U.S.
trust unitholder. Non-U.S. trust unitholders should consult their own independent tax advisors to determine the U.S. federal, state, local and
foreign tax consequences that may be relevant to them.

                                                                           87
     Payments with Respect to the Trust Units

     Interest paid with respect to the net profits interest will be treated as interest, the amount of which is "contingent" on the earnings of MV
Partners, and thus will not qualify for the "portfolio interest exemption" under Sections 871 and 881 of the Code. As a result, such interest will
be subject to U.S. federal withholding tax at a 30 percent rate unless the non-U.S. trust unitholder is eligible for a lower rate under an
applicable income tax treaty or the interest is effectively connected with the non-U.S. trust unitholder's conduct of a trade or business in the
United States, and in either case, the non-U.S. trust unitholder provides appropriate certification. A non-U.S. trust unitholder generally can
meet the certification requirement by providing an IRS Form W-8BEN (in the case of a claim of treaty benefits) or a W-8 ECI (with respect to
the non-U.S. trust unitholder's conduct of a U.S. trade or business).

      Amounts paid with respect to the hedge contracts generally are not subject to U.S. federal income tax or withholding tax, but will be
subject to U.S. federal income tax to the extent such amounts are deemed to arise from the conduct of a U.S. trade or business by the non-U.S.
trust unitholder.

     Sale or Exchange of Trust Units

      The net profits interest will be treated as "United States real property interests" for U.S. federal income tax purposes. However, as long as
the trust units are regularly traded on an established securities market, gain realized by a non-U.S. trust unitholder on a sale of trust units will be
subject to federal income tax only if:

     •
             the gain is, or is treated as, effectively connected with business conducted by the non-U.S. trust unitholder in the United States, and
             in the case of an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the non-U.S. trust
             unitholder;

     •
             the non-U.S. trust unitholder is an individual who is present in the United States for at least 183 days in the year of the sale; or

     •
             the non-U.S. trust unitholder owns currently or owned at certain earlier times directly or by applying certain attribution rules, more
             than 5% of the trusts units.

     A non-U.S. trust unitholder will be subject to U.S. federal income tax on any gain allocable to the non-U.S. trust unitholder upon the sale
by the trust of all or any part of the net profits interest, and distributions to the non-U.S. trust unitholder will be subject to withholding of U.S.
tax (currently at the rate of 35%) to the extent the distributions are attributable to such gains.

     Backup Withholding Tax and Information Reporting

     Payments to non-U.S. trust unitholders of interest, and amounts withheld from such payments, if any, generally will be required to be
reported to the IRS and to the non-U.S. trust unitholder.

      A non-U.S. trust unitholder may be subject to backup withholding tax, currently at a rate of 28%, with respect to payments from the trust
and the proceeds from dispositions of trust units, unless such non-U.S. trust unitholder complies with certain certification requirements (usually
satisfied by providing a duly completed IRS Form W-8BEN) or otherwise establishes an exemption. Backup withholding is not an additional
tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. unitholder's U.S.
federal income tax liability, provided certain required information is provided to the IRS.

     Payments of the proceeds of a sale of a trust unit effected by the U.S. office of a U.S. or foreign broker will be subject to information
reporting requirements and backup withholding unless the non-U.S. trust unitholder properly certifies under penalties of perjury as to its
foreign status and certain other conditions are met or the non-U.S. trust unitholder otherwise establishes an exemption. Information reporting
requirements and backup withholding generally will not apply to any payment of

                                                                          88
the proceeds of the sale of a trust unit effected outside of the United States by a foreign office of a broker. However, unless such a broker has
documentary evidence in its records that the holder is a non-U.S. trust unitholder and certain other conditions are met, or the non-U.S. trust
unitholder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the sale of a trust unit effected
outside the United States by such a broker if it:

     •
            is a United States person;

     •
            derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;

     •
            is a controlled foreign corporation for U.S. federal income tax purposes; or

     •
            is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by
            United States persons or is engaged in the conduct of a U.S. trade or business.

      Any amount withheld under the backup withholding rules may be credited against the non-U.S. trust unitholder's U.S. federal income tax
liability and any excess may be refundable if the proper information is provided to the IRS.

Consequences to Tax Exempt Organizations

     Employee benefit plans and most other organizations exempt from U.S. federal income tax including IRAs and other retirement plans are
subject to U.S. federal income tax on unrelated business taxable income. Because the trust's income is not expected to be unrelated business
taxable income, such a tax-exempt organization is not expected to be taxed on income generated by ownership of trust units so long as the trust
units are not treated as debt-financed property within the meaning of Section 514(b) of the Code.

   PROSPECTIVE INVESTORS IN TRUST UNITS ARE STRONGLY ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE TRUST
UNITS IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR
OTHER TAX LAWS.


                                                       STATE TAX CONSIDERATIONS

     The following is intended as a brief summary of certain information regarding state income taxes and other state tax matters affecting
individuals who are trust unitholders. Unitholders are urged to consult their own legal and tax advisors with respect to these matters.

     Prospective investors should consider state and local tax consequences of an investment in the trust units. The trust will own the net profits
interest burdening specified oil and natural gas properties located in the states of Kansas and Colorado. Both of these states have income taxes
applicable to individuals.

     Kansas income tax law generally conforms to the federal income tax laws, meaning that for Kansas income tax purposes, the trust should
be treated as a grantor trust, a trust unitholder should be considered to own and receive his or her share of the trust's assets and income, and the
net profits interest should be treated as a debt instrument. An individual trust unitholder who is a nonresident of Kansas generally will not be
subject to Kansas income tax on his share of the trust's income, except to the extent the trust units are employed by such trust unitholder in a
trade, business, profession or occupation carried on in Kansas. In general, an individual trust unitholder will not be deemed to carry on a trade,
business, profession or occupation in Kansas solely by reason of the purchase and sale of

                                                                         89
trust units for such nonresident's own account as an investor. An individual trust unitholder who is a resident of Kansas will be subject to
Kansas income tax on his share of the trust's income. The trust should not be required to withhold Kansas income tax from distributions made
to an individual resident or nonresident trust unitholder as long as the trust is taxed as a grantor trust under the Code.

      Colorado has an income tax applicable to individuals; however, the treatment of income from the trust units is unclear under Colorado
law. An individual trust unitholder who is a nonresident of Colorado may be required to file Colorado income tax returns and/or pay taxes in
Colorado on his share of the trust's income. An individual trust unitholder who is a resident of Colorado will be subject to tax on his share of
the trust's income attributable to Colorado. It is anticipated that no more than 5.5% of the trust's income will be attributable to Colorado.
Moreover, individual trust unitholders may be subject to penalties for failure to comply with such requirements. The trust should not be
required to withhold taxes under Colorado law from distributions made to individual trust unitholders.

    The trust units may constitute real property or an interest in real property under the inheritance, estate and probate laws of the states listed
above.


                                                           ERISA CONSIDERATIONS

      The Employee Retirement Income Security Act of 1974, as amended, regulates pension, profit-sharing and other employee benefit plans
to which it applies. ERISA also contains standards for persons who are fiduciaries of those plans. In addition, the Internal Revenue Code
provides similar requirements and standards which are applicable to qualified plans, which include these types of plans, and to individual
retirement accounts, whether or not subject to ERISA.

     A fiduciary of a qualified plan should carefully consider fiduciary standards under ERISA regarding the qualified plan's particular
circumstances before authorizing an investment in trust units. A fiduciary should consider:

     •
             whether the investment satisfies the prudence requirements of Section 404(a)(1)(B) of ERISA;

     •
             whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA; and

     •
             whether the investment is in accordance with the documents and instruments governing the qualified plan as required by
             Section 404(a)(1)(D) of ERISA.

     A fiduciary should also consider whether an investment in trust units might result in direct or indirect nonexempt prohibited transactions
under Section 406 of ERISA and Internal Revenue Code Section 4975. In deciding whether an investment involves a prohibited transaction, a
fiduciary must determine whether there are plan assets in the transaction. The Department of Labor has published final regulations concerning
whether or not a qualified plan's assets would be deemed to include an interest in the underlying assets of an entity for purposes of the
reporting, disclosure and fiduciary responsibility provisions of ERISA and analogous provisions of the Internal Revenue Code. These
regulations provide that the underlying assets of an entity will not be considered "plan assets" if the equity interests in the entity are a publicly
offered security. MV Partners expects that at the time of the sale of the trust units in this offering, they will be publicly offered securities.
Fiduciaries, however, will need to determine whether the acquisition of trust units is a nonexempt prohibited transaction under the general
requirements of ERISA Section 406 and Internal Revenue Code Section 4975.

     The prohibited transaction rules are complex, and persons involved in prohibited transactions are subject to penalties. For that reason,
potential qualified plan investors should consult with their counsel to determine the consequences under ERISA and the Internal Revenue Code
of their acquisition and ownership of trust units.

                                                                          90
                                                         SELLING TRUST UNITHOLDERS

      Immediately prior to the closing of the offering made hereby, MV Partners will convey to the trust the net profits interest in exchange for
11,500,000 trust units. Of those trust units, 7,500,000 are being offered hereby and 4,000,000 will be sold to MV Energy and VAP-I upon the
completion of this offering, 1,125,000 of which will be subject to purchase by the underwriters from MV Energy and VAP-I in a subsequent
resale pursuant to the underwriters' option to purchase additional trust units. These members of MV Partners may from time to time sell such
trust units if the underwriters' option to purchase additional trust units is not exercised in full. MV Partners, MV Energy and VAP-I have
agreed, however, not to sell any of such trust units for a period of 180 days after the date of this prospectus without the consent of Raymond
James & Associates, Inc., acting as representative of the several underwriters. See "Underwriting."

    The following table provides information regarding the selling trust unitholders' ownership of the trust units. This table assumes the
underwriters' option to purchase additional trust units is not exercised.

                                              Ownership of trust units                                  Ownership of trust units
                                                 before offering                                            after offering

                        Selling Trust                                          Number of trust units
                        Unitholders                                               being offered

                                              Number           Percentage                              Number           Percentage

                    MV Partners              11,500,000             100.0 %              7,500,000       —                  —
                    MV Energy                  —                   —                    —              2,000,000                17.4 %
                    VAP-I                      —                   —                    —              2,000,000                17.4 %

     Immediately following the closing of this offering, MV Partners intends to sell at the initial public offering price the 4,000,000 trust units
not sold in this offering to its two members, MV Energy and VAP-I, in exchange for cash in the amount of $8.0 million and promissory notes.
Each of MV Energy and VAP-I will own 50% of the retained units.

     Prior to this offering, there has been no public market for the trust units. Therefore, if MV Energy or VAP-I disposes of their retained trust
units, the effect of such disposal on future market prices, if any, of market sales of such remaining trust units or the availability of trust units for
sale cannot be predicted. Nevertheless, sales of substantial amounts of trust units in the public market could adversely affect future market
prices.

                                                                              91
                                                                   UNDERWRITING

      Subject to the terms and conditions in an underwriting agreement dated               , 2006, the underwriters named below, for whom
Raymond James & Associates, Inc., is acting as representative, have severally agreed to purchase from MV Partners the number of trust units
set forth opposite their names:

                                                                                                                    Number of
                         Underwriter                                                                                Trust Units

                         Raymond James & Associates, Inc.
                         A.G. Edwards & Sons, Inc.
                         RBC Capital Markets Corporation
                         Oppenheimer & Co. Inc.

                               Total                                                                                  7,500,000

      The underwriting agreement provides that the obligations of the underwriters to purchase and accept delivery of the trust units offered by
this prospectus are subject to approval by their counsel of legal matters and to other conditions set forth in the underwriting agreement. The
underwriters are obligated to purchase and accept delivery of all of the trust units offered by this prospectus if any of the units are purchased,
other than those covered by the option to purchase additional trust units described below.

     The underwriters propose to offer the trust units directly to the public at the public offering price indicated on the cover page of this
prospectus and to various dealers at that price less a concession not in excess of $            per unit. The underwriters may allow, and the dealers
may re-allow, a concession not in excess of $           per unit to other dealers. If all of the trust units are not sold at the public offering price, the
underwriters may change the public offering price and other selling terms. The trust units are offered by the underwriters as stated in this
prospectus, subject to receipt and acceptance by them. The underwriters reserve the right to reject an order for the purchase of the trust units in
whole or in part.

Option to Purchase Additional Trust Units

      MV Partners and its members have granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to
purchase from time to time up to an aggregate of 1,125,000 additional trust units to cover over-allotments, if any, at the public offering price
less the underwriting discounts and commissions set forth on the cover page of this prospectus. If the underwriters exercise this option, each
underwriter, subject to certain conditions, will become obligated to purchase its pro rata portion of these additional units based on the
underwriters' percentage purchase commitment in this offering as indicated in the table above. The underwriters may exercise the option to
purchase additional trust units only to cover over-allotments made in connection with the sale of the trust units offered in this offering.

Discounts and Expenses

    The following table shows the amount per unit and total underwriting discounts MV Partners, MV Energy and VAP-I will pay to the
underwriters (dollars in thousands, except per unit). The amounts are

                                                                            92
shown assuming both no exercise and full exercise of the underwriters' option to purchase additional trust units.

                                                                              Per Unit       No Exercise       Full Exercise

                         Public offering price                                $          $                 $
                         Underwriting discounts and commissions
                         Proceeds, before expenses, to MV Partners
                         Proceeds, before expenses, to MV Energy
                         and VAP-I

     MV Partners will pay Raymond James & Associates, Inc. a structuring fee of $              (or $        if the underwriters exercise their option
to purchase additional trust units to cover over-allotments) for evaluation, analysis and structuring of the trust.

    The expenses of this offering that are payable by MV Partners are estimated to be $        (exclusive of underwriting discounts and
commissions). In no event will the maximum amount of compensation to be paid to members of the National Association of Securities
Dealers, Inc., or the "NASD," in connection with this offering exceed 10% plus .5% for bona fide due diligence expenses.

Indemnification

      MV Partners has agreed to indemnify the underwriters against various liabilities that may arise in connection with this offering, including
liabilities under the Securities Act for errors or omissions in this prospectus or the registration statement of which this prospectus is a part.
However, MV Partners will not indemnify the underwriters if the error or omission was the result of information the underwriters supplied to
MV Partners in writing for inclusion in this prospectus or the registration statement. If MV Partners cannot indemnify the underwriters, it has
agreed to contribute to payments the underwriters may be required to make in respect of those liabilities. MV Partners' contribution would be in
the proportion that the proceeds (after underwriting discounts and commissions) that MV Partners receives from this offering bear to the
proceeds (from underwriting discounts and commissions) that the underwriters receive. If MV Partners cannot contribute in this proportion,
MV Partners will contribute based on its faults and benefits, as set forth in the underwriting agreement.

Lock-up Agreements

     Subject to specified exceptions, MV Partners, its members and certain of their affiliates have agreed with the underwriters, for a period of
180 days after the date of this prospectus, not to offer, sell, contract to sell or otherwise dispose of or transfer any trust units or any securities
convertible into or exchangeable for trust units without the prior written consent of Raymond James & Associates, Inc. These agreements also
preclude any hedging collar or other transaction designed or reasonably expected to result in a disposition of trust units or securities convertible
into or exercisable or exchangeable for trust units. Raymond James & Associates, Inc. may, in its discretion and at any time without notice,
release all or any portion of the securities subject to these agreements. Raymond James & Associates, Inc. does not have any present intent or
any understanding to release all or any portion of the securities subject to these agreements.

     The 180-day period described in the preceding paragraphs will be extended if:

     •
             during the last 17 days of the 180-day period, MV Oil Trust issues a release concerning distributable cash or announces material
             news or a material event relating to MV Oil Trust occurs; or

                                                                         93
     •
             prior to the expiration of the 180-day period, MV Oil Trust announces that it will release distributable cash results during the
             16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding paragraphs will continue to apply until the expiration of the 18-day period beginning
on the issuance of the earnings release, the announcement of the material news or the occurrence of the material event.

Stabilization

     Until this offering is completed, rules of the SEC may limit the ability of the underwriters and various selling group members to bid for
and purchase the trust units. As an exception to these rules, the underwriters may engage in activities that stabilize, maintain or otherwise affect
the price of the trust units, including:

     •
             short sales,

     •
             syndicate covering transactions,

     •
             imposition of penalty bids, and

     •
             purchases to cover positions created by short sales.

      Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the
trust units while this offering is in progress. Stabilizing transactions may include making short sales of trust units, which involve the sale by the
underwriter of a greater number of trust units than it is required to purchase in this offering and purchasing trust units from MV Partners or its
members or in the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an
amount not greater than the underwriters' option to purchase additional trust units referred to above, or may be "naked" shorts, which are short
positions in excess of that amount.

      Each underwriter may close out any covered short position either by exercising its option to purchase additional trust units, in whole or in
part, or by purchasing trust units in the open market. In making this determination, each underwriter will consider, among other things, the
price of trust units available for purchase in the open market compared to the price at which the underwriter may purchase trust units pursuant
to the option to purchase additional trust units.

      A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of
the trust units in the open market that could adversely affect investors who purchased in this offering. To the extent that the underwriters create
a naked short position, they will purchase trust units in the open market to cover the position.

     The underwriters also may impose a penalty bid on selling group members. This means that if the underwriters purchase trust units in the
open market in stabilizing transactions or to cover short sales, the underwriters can require the selling group members that sold those trust units
as part of this offering to repay the selling concession received by them.

     As a result of these activities, the price of the trust units may be higher than the price that otherwise might exist in the open market. If the
underwriters commence these activities, they may discontinue them without notice at any time. The underwriters may carry out these
transactions on the New York Stock Exchange or otherwise.

Conflicts/Affiliates

     The underwriters and their affiliates may provide in the future investment banking, financial advisory or other financial services for MV
Partners and its affiliates, for which they may receive

                                                                          94
advisory or transaction fees, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for these
financial services.

Discretionary Accounts

     The underwriters may confirm sales of the trust units offered by this prospectus to accounts over which they exercise discretionary
authority but do not expect those sales to exceed 5% of the total trust units offered by this prospectus.

Listing

      MV Partners intends to apply to list the trust units on the New York Stock Exchange under the symbol "MVO." In connection with the
listing of the trust units on the New York Stock Exchange, the underwriters will undertake to sell round lots of 100 units or more to a minimum
of 400 beneficial owners.

IPO Pricing

     Prior to this offering, there has been no public market for the trust units. Consequently, the initial public offering price for the trust units
will be determined by negotiations among MV Partners and the underwriters. The primary factors to be considered in determining the initial
public offering price will be:

     •
             estimates of distributions to trust unitholders,

     •
             overall quality of the oil and natural gas properties attributable to the underlying properties,

     •
             industry and market conditions prevalent in the energy industry,

     •
             the information set forth in this prospectus and otherwise available to the representatives and

     •
             the general conditions of the securities markets at the time of this offering.

Electronic Prospectus

     A prospectus in electronic format may be available on the Internet sites or through other online services maintained by one or more of the
underwriters and selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view
offering terms online and, depending upon the underwriter or the selling group member, prospective investors may be allowed to place orders
online. The underwriters may agree with MV Partners to allocate a specific number of trust units for sale to online brokerage account holders.
Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations.

      Other than the prospectus in electronic format, the information on any underwriter's or any selling group member's website and any
information contained in any other website maintained by the underwriters or any selling group member is not part of this prospectus or the
registration statement of which this prospectus forms a part, has not been approved or endorsed by MV Partners or any underwriters or any
selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

NASD Conduct Rules

     Because the NASD is expected to view the trust units offered hereby as interests in a direct participation program, this offering is being
made in compliance with Rule 2810 of the NASD's Conduct Rules. Investor suitability with respect to the trust units should be judged similarly
to the suitability with respect to other securities that are listed for trading on a national securities exchange.

                                                                          95
                                                               LEGAL MATTERS

     Dorsey & Whitney (Delaware) LLP, Wilmington, Delaware, as special Delaware counsel to the trust, will give a legal opinion as to the
validity of the trust units. Vinson & Elkins L.L.P., Houston, Texas, will give opinions as to certain other matters relating to the offering,
including the tax opinion described in the section of this prospectus captioned "Federal Income Tax Consequences." Certain legal matters in
connection with the trust units will be passed upon for the underwriters by Baker Botts L.L.P., Houston, Texas.


                                                                    EXPERTS

     Certain information appearing in this prospectus regarding the June 30, 2006, estimated quantities of reserves of the underlying properties
and net profits interest owned by the trust, the future net revenues from those reserves and their present value is based on estimates of the
reserves and present values prepared by or derived from estimates prepared by Cawley, Gillespie & Associates, Inc., independent petroleum
engineers.

     The financial statements of MV Partners as of December 31, 2004 and 2005, and for each of the three years in the period ended
December 31, 2005, included in this prospectus have been audited by Grant Thornton LLP, independent registered public accountants, as
indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.

     The statements of historical revenues and direct operating expenses of the underlying properties for each of the three years in the period
ended December 31, 2005, included in this prospectus have been audited by Grant Thornton LLP, independent registered public accountants, as
indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.

     The statement of assets and trust corpus of MV Oil Trust as of August 11, 2006, included in this prospectus has been audited by Grant
Thornton LLP, independent registered public accountants, as indicated in their report with respect thereto, and included herein in reliance upon
the authority of said firm as experts in accounting and auditing in giving said report.


                                             WHERE YOU CAN FIND MORE INFORMATION

      The trust and MV Partners have filed with the SEC in Washington, D.C. a registration statement, including all amendments, under the
Securities Act of 1933 relating to the trust units. As permitted by the rules and regulations of the SEC, this prospectus does not contain all of
the information contained in the registration statement and the exhibits and schedules to the registration statement. You may read and copy the
registration statement at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC at the address in the previous sentence. To obtain information on the
operation of the public reference rooms you may call the SEC at (800) SEC-0330. You can also read the trust and MV Partners' SEC filings,
including the registration statement, over the Internet at the SEC's website at www.sec.gov.

                                                                        96
                                       GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS

     In this prospectus the following terms have the meanings specified below.

      Bbl —One stock tank barrel, or 42 U.S. gallons liquid volume, of crude oil or other liquid hydrocarbons.

     Boe —One stock tank barrel of oil equivalent, computed on an approximate energy equivalent basis that one Bbl of crude oil equals six
Mcf of natural gas and one Bbl of crude oil equals 1.54 Bbls of natural gas liquids.

      Btu or British Thermal Unit —The quantity of heat required to raise the temperature of one pound of water one degree Fahrenheit.

      Completion —The installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting
of abandonment to the appropriate agency.

      Condensate —Liquid hydrocarbons associated with the production of a primarily natural gas reserve.

      Developed Acreage —The number of acres that are allocated or assignable to productive wells or wells capable of production.

     Development Well —A well drilled into a proved oil or natural gas reservoir to the depth of a stratigraphic horizon known to be
productive.

      Estimated Future Net Revenues —Also referred to as "estimated future net cash flows." The result of applying current prices of oil,
natural gas and natural gas liquids to estimated future production from oil, natural gas and natural gas liquids proved reserves, reduced by
estimated future expenditures, based on current costs to be incurred, in developing and producing the proved reserves, excluding overhead.

      Farm-in or Farm-out Agreement —An agreement under which the owner of a working interest in an oil or natural gas lease typically
assigns the working interest or a portion of the working interest to another party who desires to drill on the leased acreage. Generally, the
assignee is required to drill one or more wells in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary
interest in the lease. The interest received by an assignee is a "farm-in" while the interest transferred by the assignor is a "farm-out."

      Field —An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological
structural feature and/or stratigraphic condition.

      Gross Acres or Gross Wells —The total acres or wells, as the case may be, in which a working interest is owned.

      MBbl —One thousand barrels of crude oil or other liquid hydrocarbons.

      MBoe —One thousand barrels of oil equivalent.

      Mcf —One thousand standard cubic feet of natural gas.

      MMBbls— One million barrels of crude oil or other liquid hydrocarbons.

      MMBoe —One million barrels of oil equivalent.

      MMcf —One million standard cubic feet of natural gas.

      Net Acres or Net Wells— The sum of the fractional working interests owned in gross acres or wells, as the case may be.

                                                                         97
      Net Profits Interest —A nonoperating interest that creates a share in gross production from an operating or working interest in oil and
natural gas properties. The share is measured by net profits from the sale of production after deducting costs associated with that production.

      Net Revenue Interest —An interest in all oil, natural gas and natural gas liquids produced and saved from, or attributable to, a particular
property, net of all royalties, overriding royalties, net profits interests, carried interests, reversionary interests and any other burdens to which
the person's interest is subject.

         Plugging and Abandonment —Activities to remove production equipment and seal off a well at the end of a well's economic life.

         Proved Developed Non-Producing Reserves —Proved developed reserves expected to be recovered from zones behind casing in existing
wells.

      Proved Developed Producing Reserves —Proved developed reserves that are expected to be recovered from completion intervals
currently open in existing wells and capable of production to market.

      Proved Developed Reserves —Has the meaning given to such term in Rule 4-10(a)(3) of Regulation S-X, which defines proved
developed reserves as:

      Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment
      and operating methods. Additional oil and gas expected to be obtained through the application of fluid injection or other improved
      recovery techniques for supplementing the natural forces and mechanisms of primary recovery should be included as proved developed
      reserves only after testing by a pilot project or after the operation of an installed program has confirmed through production response that
      increased recovery will be achieved.

         Proved Reserves —Has the meaning given to such term in Rule 4-10(a)(2) of Regulation S-X, which defines proved developed reserves
as:

      Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering
      data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating
      conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided
      only by contractual arrangements, but not on escalations based upon future conditions.

      (i)
               Reservoirs are considered proved if economic producibility is supported by either actual production or conclusive formation test.
               The area of a reservoir considered proved includes (A) that portion delineated by drilling and defined by gas-oil and/or oil-water
               contacts, if any, and (B) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically
               productive on the basis of available geological and engineering data. In the absence of information on fluid contacts, the lowest
               known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir.

      (ii)
               Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are
               included in the proved classification when successful testing by a pilot project, or the operation of an installed program in the
               reservoir, provides support for the engineering analysis on which the project or program was based.

      (iii)
               Estimates of proved reserves do not include the following: (A) Oil that may become available from known reservoirs but is
               classified separately as indicated additional reserves; (B) crude oil, natural gas, and natural gas liquids, the recovery of which is
               subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors; (C) crude oil,
               natural gas, and natural gas liquids, that may occur in undrilled prospects; and (D) crude

                                                                           98
         oil, natural gas, and natural gas liquids, that may be recovered from oil shales, coal, gilsonite and other such sources.

      Proved Undeveloped Reserves —Has the meaning given to such term in Rule 4-10(a)(4) of Regulation S-X, which defines proved
developed reserves as:

    Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from
    existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those
    drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units
    can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive
    formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for which an
    application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by
    actual tests in the area and in the same reservoir.

     PV-10— The present value of estimated future net revenues using a discount rate of 10% per annum.

      Recompletion— The completion for production of an existing well bore in another formation from that which the well has been
previously completed.

      Reservoir —A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is
confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

       Standardized Measure of Discounted Future Net Cash Flows —Also referred to herein as "standardized measure." It is the present value
of estimated future net revenues computed by discounting estimated future net revenues at a rate of 10% annually.

    The Financial Accounting Standards Board requires disclosure of standardized measure of discounted future net cash flows relating to
proved oil and gas reserve quantities, per paragraph 30 of Statement of Financial Accounting Standards No. 69, as follows:

          A standardized measure of discounted future net cash flows relating to an enterprise's interests in (a) proved oil and gas reserves and
    (b) oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the enterprise
    participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves shall
    be disclosed as of the end of the year. The standardized measure of discounted future net cash flows relating to those two types of interests
    in reserves may be combined for reporting purposes. The following information shall be disclosed in the aggregate and for each
    geographic area for which reserve quantities are disclosed:

              a. Future cash inflows. These shall be computed by applying year-end prices of oil and gas relating to the enterprise's proved
         reserves to the year- end quantities of those reserves. Future price changes shall be considered only to the extent provided by
         contractual arrangements in existence at year-end.

              b. Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in
         developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation
         of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from
         estimated production costs.

              c. Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates,
         with consideration of future tax rates already

                                                                        99
          legislated, to the future pretax net cash flows relating to the enterprise's proved oil and gas reserves, less the tax basis of the
          properties involved. The future income tax expenses shall give effect to tax deductions, tax credits and allowances relating to the
          enterprise's proved oil and gas reserves.

              d. Future net cash flows. These amounts are the result of subtracting future development and production costs and future
          income tax expenses from future cash inflows.

               e. Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net
          cash flows relating to proved oil and gas reserves.

               f.   Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed
          discount.

       Working Interest (also called an operating interest) —The right granted to the lessee of a property to explore for and to produce and own
oil, gas or other minerals. The working interest owner bears the exploration, development and operating costs on either a cash, penalty or
carried basis.

      Workover —Operations on a producing well to restore or increase production.

                                                                       100
                                                      Index to Financial Statements


Underlying Properties:

    Report of Independent Registered Public Accounting Firm

    Statements of Historical Revenues and Direct Operating Expenses for Each of the Three Years in the Period Ended December 31, 2005,
    and for the Nine Months Ended September 30, 2005 and 2006 (unaudited)

    Notes to Statements of Historical Revenue and Direct Operating Expenses

MV Oil Trust:

    Report of Independent Registered Public Accounting Firm

    Statements of Assets and Trust Corpus as of August 11, 2006 and as of September 30, 2006 (unaudited)

    Notes to Statements of Assets and Trust Corpus

    Unaudited Pro Forma Financial Information

        Unaudited Pro Forma Statement of Assets and Trust Corpus as of September 30, 2006

        Unaudited Pro Forma Statements of Distributable Income for the Year Ended December 31, 2005, and for the Nine Months Ended
        September 30, 2006

        Notes to Unaudited Pro Forma Financial Information

                                                                   F-1
                                          Report of Independent Registered Public Accounting Firm

To the Members of
MV Partners, LLC

     We have audited the accompanying statements of historical revenues and direct operating expenses of the Underlying Properties (the
"Properties") of MV Partners, LLC (formerly MV Partners, LP) (the "Partnership") for each of the three years in the period ended
December 31, 2005. These statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on
these statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of the Partnership's internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the statements. We believe that our audits provide a reasonable basis for our opinion.

    The accompanying statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange
Commission as described in Note B to the statements and are not intended to be a complete presentation of the Partnership's interests in the
Properties.

    In our opinion, the statements referred to above present fairly, in all material respects, the historical revenues and direct operating
expenses, described in Note B, of the Properties for each of the three years in the period ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 8, 2006

                                                                        F-2
                                                         Underlying Properties

                                          STATEMENTS OF HISTORICAL REVENUES
                                            AND DIRECT OPERATING EXPENSES

                                                                                                               Nine months ended
                                                  Year ended December 31,                                        September 30,

                                   2003                    2004                  2005                   2005                       2006

                                                                                                     (unaudited)               (unaudited)


Revenues
  Oil sales                    $   34,609,502     $         44,363,815      $    57,353,041      $      41,970,844       $         50,060,887
  Natural gas sales                   561,680                  570,634              608,830                373,208                    431,713
  Natural gas liquid sales            248,479                  293,948              311,916                219,696                    247,323
  Hedge and other derivative
  activity                         (7,383,262 )            (14,402,644 )         (22,318,871 )         (16,825,095 )               (15,458,896 )

      Total revenues               28,036,399               30,825,753           35,954,916             25,738,653                 35,281,027
Direct operating expenses
   Lease operating expenses        10,155,934               10,429,962           11,307,182               8,439,928                  8,702,290
   Lease maintenance                1,334,366                1,453,895            1,916,009               1,384,899                  1,598,223
   Lease overhead                   2,047,102                2,014,514            2,068,378               1,533,247                  1,655,025
   Production and property
   tax                              1,322,275                1,389,287             1,866,426              1,403,426                  2,793,926

     Total direct operating
     expenses                      14,859,677               15,287,658           17,157,995             12,761,500                 14,749,464

Excess of revenues over
direct operating expenses      $   13,176,722     $         15,538,095      $    18,796,921      $      12,977,153       $         20,531,563


                                   The accompanying notes are an integral part of this statement.

                                                                   F-3
                                                             Underlying Properties

                                       NOTES TO STATEMENTS OF HISTORICAL REVENUES
                                              AND DIRECT OPERATING EXPENSES

                                          For the years ended December 31, 2003, 2004 and 2005
                            (information for the nine months ended September 30, 2005 and 2006 is unaudited)

NOTE A—PROPERTIES

    The underlying properties consist of working interests owned by MV Partners, LLC (formerly MV Partners, LP) ("MV") located in
Colorado, Kansas and Oklahoma (in 2003 and 2004 only with respect to Oklahoma).

NOTE B—BASIS OF PRESENTATION

     The accompanying statements of historical revenues and direct operating expenses were derived from the historical accounting records of
MV and reflect the historical revenues and direct operating expenses directly attributable to the underlying properties for the years and periods
described herein. Such amounts may not be representative of future operations. The statements do not include depreciation, depletion and
amortization, general and administrative expenses, interest expense or other expenses of an indirect nature. The amounts represent MV's net
interest in the wells.

     Historical financial statements representing financial position, results of operations and cash flows required by generally accepted
accounting principles are not presented as such information is not readily available on an individual property basis and not meaningful to the
underlying properties. Accordingly, the statements of historical revenues and direct operating expenses are presented in lieu of the financial
statements required under Rule 3-05 of Securities and Exchange Commission Regulation S-X.

    The accompanying Statements of Historical Revenues and Direct Operating Expenses included herein were prepared on an accrual basis.
Revenue from oil, gas and natural gas liquid sales is recognized when sold.

     MV has entered into certain swap and collar agreements to mitigate the effects of fluctuations in the prices of crude oil. These agreements
involve the exchange of amounts based on a fluctuating oil price for amounts based on a fixed oil price over the life of the agreement, without
an exchange of the notional amount upon which the payments are based. MV accounts for the swap agreements as cash flow hedges. The
effective portion of the gain or loss on the swap agreement is recorded in earnings as the underlying hedged item affects income. This effective
portion, the ineffective portion of the unrealized gain or loss on the derivative instrument and the change in the unrealized gain or loss on the
collar agreements are reflected as hedge and other derivative activity in the accompanying Statements of Historical Revenues and Direct
Operating Expenses.

     The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates
and assumptions regarding certain types of revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the
date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

     The accompanying Statements of Historical Revenues and Direct Operating Expenses for the nine months ended September 30, 2005 and
2006 are unaudited. In the opinion of management, such information contains all adjustments, consisting only of normal recurring accruals,
considered necessary for a fair presentation on the basis described above, except that the results of operations for the nine months ended
September 30, 2006 include a charge for $592,708 that represents ad valorem tax expense for the prior year that was not accrued at
December 31, 2005. MV's management does not

                                                                       F-4
expect that the correction of this error will be material to the financial statements for the year ended December 31, 2006.

NOTE C—DISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED)

     The estimates of proved reserves and related valuations were based on the reports of Cawley, Gillespie & Associates, Inc., independent
petroleum and geological engineers, and the contract property management engineering staff of the sole manager of MV, in accordance with
the provisions of SFAS No. 69, Disclosures about Oil and Gas Producing Activities . Users of this information should be aware that the
process of estimating quantities of "proved" and "proved developed" natural gas, natural gas liquids and crude oil reserves is very complex,
requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The
data for a given reservoir may also change substantially over time as a result of numerous factors, including additional development activity,
evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently,
material revisions to existing reserve estimates occur from time to time.

                                                                       F-5
      The oil and gas reserves are attributable solely to properties within the United States. A summary of the changes in quantities of proved
oil, gas and natural gas liquid reserves of the underlying properties for the years ended December 31, 2003, 2004 and 2005 are as follows:

                                                                                        Oil               Gas            NGL
                                                                                       (Bbls)            (Mcf)          (Bbls)

              Balance at January 1, 2003                                              16,472,230        2,552,088       143,123
              Revisions of previous estimates                                            307,789         (910,403 )     (26,364 )
              Extensions and discoveries                                                  13,608               —             —
              Production                                                              (1,197,847 )       (116,122 )      (2,734 )

              Balance at December 31, 2003                                            15,595,780        1,525,563       114,025
              Revisions of previous estimates                                          1,444,657         (282,855 )        (875 )
              Purchase of minerals in place                                               16,127               —             —
              Extensions and discoveries                                                     846               —             —
              Sales of minerals in place                                                 (15,448 )             —             —
              Production                                                              (1,126,812 )       (103,540 )      (4,674 )

              Balance at December 31, 2004                                            15,915,150        1,139,168       108,476
              Revisions of previous estimates(1)                                       3,053,651          309,242         5,492
              Sales of minerals in place                                                  (5,155 )             —             —
              Production                                                              (1,057,906 )        (89,117 )      (4,575 )

              Balance at December 31, 2005                                            17,905,740        1,359,293       109,393

              Proved developed reserves:
              December 31, 2003                                                       14,913,460        1,348,538       114,025

              December 31, 2004                                                       15,317,009        1,139,168       108,476

              December 31, 2005                                                       15,888,099        1,062,701       109,393



(1)
       Reserve revisions in 2005 reflect the increase in crude oil prices during the year which has lengthened the economic life of the
       underlying properties and thereby increased recoverable reserves. In addition, in 2005 MV Partners expanded the scope of its
       maintenance and development project scheduling from a forward range of 24 to 36 months to 60 months, which also increased
       recoverable reserves. This expanded scope reflects management's budgeted project activity over the 60 month period commencing
       January 1, 2006. The expanded scope accommodates additional infield drilling, recompletion and workover projects in the El Dorado
       Area in addition to 14 Bemis infield drilling locations that have been further refined by recent 3-D seismic activity.



     The following information was developed using procedures prescribed by SFAS No. 69. The standardized measure of discounted future
net cash flows should not be viewed as representative of the current value of the underlying properties. It and the other information contained in
the following

                                                                       F-6
tables may be useful for certain comparative purposes, but should not be solely relied upon in evaluating the underlying properties or their
performance.

     Management believes that, in reviewing the information that follows, the following factors should be taken into account:

     •
            future costs and sales prices will probably differ from those required to be used in these calculations;

     •
            actual rates of production achieved in future years may vary significantly from the rates of production assumed in the calculations;

     •
            a 10% discount rate may not be reasonable as a measure of the relative risk inherent in realizing future net oil and gas reserves; and

     •
            income taxes are not taken into consideration because MV is a pass-thru entity for tax purposes.

     Under the standardized measure, future cash inflows were estimated by applying year-end oil and gas prices, adjusted for location and
quality differences, to the estimated future production of year-end proved reserves. Future cash inflows do not reflect the impact of future
production that is subject to open hedge and other derivative positions. Future cash inflows were reduced by estimated future development,
abandonment and production costs based on year-end costs to arrive at net cash flows. Use of a 10% discount rate and year-end prices and costs
are required by SFAS No. 69.

     In general, management does not rely on the following information in making investment and operating decisions. Such decisions are
based upon a wide range of factors, including estimates of probable and possible as well as proved reserves and varying price and cost
assumptions considered more representative of a range of possible economic conditions that may be anticipated. The standardized measure of
discounted future net cash flows relating to proved oil and gas reserves are as follows at December 31:

                                                                      2003                     2004                     2005

Future cash inflows                                          $        486,589,300     $        669,493,400      $      1,050,284,000
Future costs
  Production                                                         (247,548,255 )            (299,008,800 )           (395,987,600 )
  Development and abandonment                                          (3,077,645 )              (3,260,000 )            (16,513,600 )

Future net cash flows                                                 235,963,400               367,224,600              637,782,800
Less effect of 10% discount factor                                   (114,627,000 )            (185,616,900 )           (333,250,300 )

Standardized measure of discounted future net cash
flows                                                        $        121,336,400     $        181,607,700      $        304,532,500


     Future cash flows as shown above were reported without consideration for the effects of hedge and other derivative transactions
outstanding at each period end. If the effects of hedge and other

                                                                       F-7
derivative transactions were included in the computation, then future cash flows would have decreased by $9,816,900, $14,175,700 and
$7,655,100 in 2003, 2004 and 2005, respectively.

     The changes in standardized measure of discounted future net cash flows relating to proved oil and gas reserves are as follows:

                                                                         2003                          2004                       2005

Standardized measure—beginning of year                           $      126,210,000 $                  121,336,400 $              181,607,700
     Sales of oil and gas produced, net of production costs             (20,559,984 )                  (29,940,739 )              (41,115,792 )
     Net change in prices and production costs                            4,428,376                     57,356,656                 94,091,763
     Extensions and discoveries                                             132,238                         17,355                         —
     Changes in estimated future development costs                          330,065                       (349,338 )              (11,516,747 )
     Development costs incurred during the period which
     reduce future development costs                                           120,000                     165,000                         —
     Revisions of previous quantity estimates                                1,084,814                  15,933,831                 53,096,437
     Accretion of discount                                                  12,621,000                  12,133,640                 18,160,770
     Purchase of reserves in place                                                  —                      146,696                         —
     Sales of reserves in place                                                     —                     (136,766 )                  (22,001 )
     Changes in production rates and other                                  (3,030,109 )                 4,944,965                 10,230,370

Standardized measure—end of year                                 $      121,336,400        $           181,607,700      $         304,532,500


     Average prices in effect at December 31, 2003, 2004 and 2005 used in determining future net revenues related to the standardized measure
calculation are as follows:

                                                                                           2003               2004              2005

Oil (per Bbl)                                                                        $         30.55     $      41.46       $     57.79
Gas (per Mcf)                                                                        $          5.00     $       5.18       $      7.89
NGL (per Bbl)                                                                        $         21.96     $      34.62       $     43.74

                                                                      F-8
                                           Report of Independent Registered Public Accounting Firm

To the Unitholders of MV Oil Trust:

     We have audited the accompanying statement of assets and trust corpus of MV Oil Trust (the "Trust") as of August 11, 2006. This
financial statement is the responsibility of the MV Partners, LLC's management. Our responsibility is to express an opinion on this financial
statement based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of assets and trust corpus is
free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the statement of assets and trust corpus, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall statement of assets and trust corpus presentation. We believe that our audit provides a reasonable
basis for our opinion.

    As described in Note B to the statement of assets and trust corpus, this statement has been prepared on a cash basis of accounting, which is
a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

     In our opinion, the statement of assets and trust corpus referred to above presents fairly, in all material respects, the financial position of
the Trust as of August 11, 2006, on the basis of accounting described in Note B.

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 11, 2006

                                                                         F-9
                                           MV OIL TRUST

                       STATEMENTS OF ASSETS AND TRUST CORPUS

                                                                                   August 11,           September 30,
                                                                                     2006                   2006

                                                                                                         (unaudited)


                                 ASSETS

Cash                                                                          $             1,000   $                   1,000


                            TRUST CORPUS

Trust Corpus                                                                  $             1,000   $                   1,000

               The accompanying notes are an integral part of these financial statements.

                                                 F-10
                                                                    MV Oil Trust

                                      NOTES TO STATEMENTS OF ASSETS AND TRUST CORPUS

NOTE A—ORGANIZATION OF THE TRUST

     MV Oil Trust (the "Trust") is a statutory trust formed on August 3, 2006, under the Delaware Statutory Trust Act pursuant to a Trust
Agreement (the "Trust Agreement") among MV Partners, LLC ("MV Partners") as trustor, The Bank of New York Trust Company, N.A., as
Trustee (the "Trustee"), and Wilmington Trust Company, as Delaware Trustee (the "Delaware Trustee").

      The Trust was created to acquire and hold a term net profits interest for the benefit of the Trust unitholders pursuant to a conveyance from
MV Partners to the Trust. The term net profits interest is an interest in underlying properties consisting of MV Partner's net interests in all of its
oil and natural gas properties located in the Mid-Continent region in the states of Kansas and Colorado (the "underlying properties"). These oil
and gas properties include approximately 985 producing oil and gas wells.

     The net profits interest is passive in nature and the trustee will have no management control over and no responsibility relating to the
operation of the underlying properties. The net profits interest entitles the Trust to receive 80% of the net proceeds attributable to MV Partners'
interest from the sale of production from the underlying properties. The net profits interest will terminate on the later to occur of (1) June 30,
2026 or (2) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold, and the Trust will
soon thereafter wind up its affairs and terminate.

     The Trustee can authorize the Trust to borrow money to pay trust administrative or incidental expenses that exceed cash held by the Trust.
The Trustee may authorize the Trust to borrow from the Trustee or the Delaware Trustee as a lender provided the terms of the loan are similar
to the terms it would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. The Trustee may
also deposit funds awaiting distribution in an account with itself and make other short term investments with the funds distributed to the Trust.

NOTE B—TRUST ACCOUNTING POLICIES

     A summary of the significant accounting policies of the Trust follows.

1.
       Basis of accounting

      The Trust uses the cash basis of accounting to report Trust receipts of the term net profits interest, receipts under the hedge and other
derivative contracts and payments of expenses incurred. The term net profits interest is revenues (oil, gas and natural gas liquid sales net of any
payments made in connection with the settlement of the hedge and other derivative contracts) less direct operating expenses (lease operating
expenses, lease maintenance, lease overhead, and production and property taxes) and an adjustment for lease equipment cost and lease
development expenses (which are capitalized in GAAP financial statements) of the underlying properties times 80% (term net pofits interest
percentage). In addition, the trust will be entitled to receive 80% of all payments received by MV Partners upon settlement of the hedge and
other derivative contracts. Actual cash receipts may vary due to timing delays of actual cash receipts from the property operators or purchasers
and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the Trust will be made based on
the terms of the conveyance creating the Trust's net profits interest which is on a cash basis of accounting.

     Amortization of the investment in net profits interest calculated on a unit-of-production basis is charged directly to trust corpus.

                                                                        F-11
     This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities
and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

      Investment in the net profits interest is periodically assessed to determine whether its aggregate value has been impaired below its total
capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net profits interest to the extent
that total capitalized costs, less accumulated depreciation, depletion and amortization, exceed undiscounted future net revenues attributable to
the proved oil and gas reserves of the underlying properties.

2.
       Interim Financial Statements

     The financial information as of September 30, 2006 is unaudited. The Trust has had no operations for the period from inception through
September 30, 2006.

3.
       Use of estimates

     The preparation of the financial statements requires the Trust to make estimates and assumptions that affect the reported amount of assets
and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE C—INCOME TAXES

      Tax counsel to the Trust advised the Trust at the time of formation that, under then current tax laws, the net profits interest should be
treated as a debt instrument for federal income tax purposes, and the Trust should be required to treat a portion of each payment it receives with
respect to the net profits interest as interest income in accordance with the "noncontingent bond method" under the original issue discount rules
contained in the Internal Revenue Code of 1986, as amended and the corresponding regulations. The Trust will be treated as a grantor trust for
federal income tax purposes. Trust unitholders will be considered to own and receive the trust's assets and income and will be directly taxable
thereon as if no trust were in existence.

NOTE D—DISTRIBUTIONS TO UNITHOLDERS

     The Trustee determines for each quarter the amount available for distribution to the Trust unitholders. This distribution is expected to be
made on or before the 25th day of the month following the end of each quarter to the Trust unitholders of record on the 15th day of the month
following the end of each quarter (or the next succeeding business day). Such amounts will be equal to the excess, if any, of the cash received
by the Trust during the preceeding quarter, over the liabilities of the Trust paid during such quarter, subject to adjustments for changes made by
the Trustee during such quarter in any cash reserves established for future liabilities of the Trust.

                                                                       F-12
                                                                 MV Oil Trust

                                       UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The following unaudited pro forma statement of assets and trust corpus and unaudited pro forma statements of distributable income for the
Trust have been prepared to illustrate the conveyance of the term net profits interest in the underlying properties to the Trust by MV Partners,
LLC. The unaudited pro forma statement of assets and trust corpus presents the beginning statement of assets and trust corpus of the Trust as of
September 30, 2006, giving effect to the net profits interest conveyance as if it occurred on September 30, 2006. The unaudited pro forma
statements of distributable income for the year ended December 31, 2005 and the nine months ended September 30, 2006, give effect to the net
profits interest conveyance as if it occurred on January 1, 2005, reflecting only pro forma adjustments expected to have a continuing impact on
the combined results.

     These unaudited pro forma financial statements are for informational purposes only. They do not purport to present the results that would
have actually occurred had the net profits interest conveyance been completed on the assumed dates or for the periods presented, or which may
be realized in the future.

     To produce the pro forma financial information, management made certain estimates. The accompanying unaudited pro forma statement
of assets and trust corpus assumes a September 30, 2006 issuance of 11,500,000 trust units at $20.00 per unit. The accompanying unaudited pro
forma statements of distributable income for the year ended December 31, 2005 and the nine months ended September 30, 2006 have been
prepared assuming trust formation and net profits interest conveyance on January 1, 2005.

    These estimates are based on the most recently available information. To the extent there are significant changes in these amounts, the
assumptions and estimates herein could change significantly. The unaudited pro forma statement of assets and trust corpus and unaudited pro
forma statements of distributable income should be read in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations of MV Partners, LLC" and the historical audited statements of the Trust, MV Partners, LLC and the Underlying
Properties, including the related notes, included in this prospectus and elsewhere in the registration statement.

                                                                     F-13
                                                                 MV Oil Trust

                                         Unaudited Pro Forma Statements of Assets and Trust Corpus

                                                             September 30, 2006

                                                                 Historical           Adjustments              Pro Forma




                                                         ASSETS

Cash                                                         $         1,000      $              —        $            1,000
Investment in the Net Profits Interest                                    —              33,589,859 (a)           33,589,859

                                                             $         1,000      $      33,589,859       $       33,590,859


                                                    TRUST CORPUS

11,500,000 Trust Units Issued and Outstanding                $         1,000      $      33,589,859       $       33,590,859

                         The accompanying notes are an integral part of the unaudited pro forma financial information.

                                                                       F-14
                                                                MV Oil Trust

                                        Unaudited Pro Forma Statements Of Distributable Income

                            For the year ended December 31, 2005 and nine months ended September 30, 2006

                                                                                      Year ended               Nine months ended
                                                                                   December 31, 2005           September 30, 2006

Historical results
  Income from the net profits interest and hedge and other derivative
  activities                                                                   $         13,216,968        $         15,479,830
Pro Forma Adjustments
  Less trust general and administative expenses                                               60,000 (b)                   45,000

  Distributable income                                                         $         13,156,968        $         15,434,830

  Distributable income per unit                                                $                 1.14      $                 1.34

                         The accompanying notes are an integral part of the unaudited pro forma financial information.

                                                                        F-15
                                                                   MV Oil Trust

                                  NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE A—BASIS OF PRESENTATION

     MV Oil Trust (the "Trust") will own a term net profits interest in oil and gas producing properties located in Kansas and Colorado and
owned by MV Partners, LLC. ("MV Partners"). The term net profits interest entitles the Trust to receive 80% of the net proceeds attributable to
MV Partners' interest from the sale of production from these properties. The net profits interest will terminate on the later to occur of
(1) June 30, 2026 or (2) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold, and
the Trust will soon thereafter wind up its affairs and terminate.

     The unaudited pro forma financial information assumes the issuance of 11,500,000 trust units at $20.00 per unit.

      The Trust was formed on August 3, 2006 under Delaware law to acquire and hold the net profits interest for the benefit of the holders of
the trust units. The net profits interest is passive in nature and the trustee will have no management control over and no responsibility relating
to the operation of the underlying properties.

NOTE B—TRUST ACCOUNTING POLICIES

      These Unaudited Pro Forma Statements were prepared using the accrual basis information from the historical revenue and direct operating
expenses of the underlying properties. The Trust uses the cash basis of accounting to report Trust receipts of the term net profits interest and
payments of expenses incurred. Actual cash receipts may vary due to timing delays of actual cash receipts from the property operators or
purchasers and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the Trust will be made
based on the terms of the conveyance creating the Trust's net profits interest which is on a cash basis of accounting. An adjustment is made for
the lease equipment cost and lease development expenses which will reduce the cash distributions but are not shown as expenses on the accrual
basis historical data.

     Investment in the net profits interest is recorded initially at the historic cost of MV Partners and periodically assessed to determine
whether its aggregate value has been impaired below its total capitalized cost based on the underlying properties. The Trust will provide a
write-down to its investment in the net profits interest to the extent that total capitalized costs, less accumulated depreciation, depletion and
amortization, exceed undiscounted future net revenues attributable to the proved oil and gas reserves of the underlying properties.

     MV Partners believes that the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to this
transaction.

    This unaudited pro forma financial information should be read in conjunction with the Statement of Historical Revenues and Direct
Operating Costs for Underlying Properties and related notes for the periods presented.

NOTE C—INCOME TAXES

      The Trust is a Delaware statutory trust and is not required to pay federal or state income taxes. Accordingly, no provision for Federal or
state income taxes has been made.

                                                                        F-16
NOTE D—INCOME FROM NET PROFITS INTEREST AND HEDGE AND OTHER DERIVATIVE ACTIVITIES

                                                                                                                Nine months
                                                                                       Year ended                  ended
                                                                                      December 31,             September 30,
                                                                                          2005                      2006

                 Excess of revenues over direct operating expenses of
                 Underlying Properties including hedge and other
                 derivative activity                                              $        18,796,921     $             20,531,563
                 Lease equipment and development costs(1)                                   2,275,711                    1,181,776

                 Excess of revenues over direct operating expenses and
                 lease equipment and development costs                                     16,521,210                   19,349,787
                 Times net profits interest over the term of the Trust                             80 %                         80 %

                 Income from net profits interest and hedge and other
                 derivative activities                                            $        13,216,968     $             15,479,830



(1)
        Per terms of the net profits interest, lease equipment and development costs are to be deducted when calculating the distributable
        income to the Trust.

NOTE E—PRO FORMA ADJUSTMENTS



      (a)
             MV Partners will convey the net profits interest to the Trust in exchange for 11,500,000 trust units.



             The net profits interest is recorded at the historical cost of MV Partners and is calculated as follows:


                                Oil and gas properties                                       $         93,804,260
                                Accumulated depreciation and depletion                                (39,770,555 )
                                Hedge liability                                                       (12,046,381 )

                                Net property value to be conveyed                                     41,987,324

                                Times 80% net profits interest to Trust                      $        33,589,859


      (b)
             The Trust will pay an annual administrative fee to MV Partners, which fee will total $60,000 in 2006 and will increase by 4% each
             year beginning in January 2007.



             Additionally, the Trust estimates incurring $600,000 annually for general and administrative expenses, which includes the annual
             fee to the Trustees, legal fees, accounting fees, engineering fees, printing costs and other expenses properly chargeable to the Trust.
             If the estimated expenses were included in the unaudited pro forma statements of distributable income, the distributable income
             would be $12,556,968, or $1.09 per unit for the year ended December 31, 2005, and $14,984,830, or $1.30 per unit for the nine
             months ended September 30, 2006.

                                                                        F-17
              INFORMATION ABOUT
               MV PARTNERS, LLC

The trust units are not interests in or obligations of
                MV Partners, LLC

                        MV-1
                                                        BUSINESS OF MV PARTNERS

General

     MV Partners is a privately-held limited liability company engaged in the development and production of established oil and natural gas
properties in the Mid-Continent region that are primarily located in Kansas. MV Partners was formed in August 2006 as a result of the
conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties
and related assets that were located in Kansas and eastern Colorado from a major oil and gas company. These properties constitute the
substantial portion of the underlying properties. MV Partners acquired the remainder of the underlying properties in 1999 from a large
independent oil and gas company. MV Energy, which was also formed in 1998, serves as the sole manager of MV Partners and was previously
the general partner of MV Partners, LP until its conversion into a limited liability company in August 2006. The acquisition of the underlying
properties by MV Partners was originally financed by a large venture capital group, which served as a limited partner of MV Partners until
September 2005. In September 2005, MV Partners used bank financing to make distributions to MV Energy and VAP-I to repurchase the
limited partner interests held by that large venture capital group. MV Energy is owned equally by Vess Acquisition Group, L.L.C. and
Murfin, Inc.

      MV Partners is principally engaged in the development, redevelopment and production of existing wells in established fields, as well as
drilling new wells in established fields. The operating agreement of MV Partners requires that it engage only in specified lines of business,
including acquiring and maintaining oil and natural gas leases and related mineral interests, producing and marketing oil and natural gas,
entering into hedging arrangements and other derivatives and engaging in related activities. The operating agreement further prohibits MV
Partners from acquiring gas plants, refining or transportation facilities or engaging in contract drilling. In order to help ensure MV Partners'
continued focus on operating and developing the underlying properties in an efficient and cost-effective manner, the parties to the operating
agreement have agreed to grant the trust the right to enforce the restrictions contained in this agreement as to which lines of business MV
Partners may engage in.

      Under the terms of the operating agreement of MV Partners, Vess Oil and Murfin Drilling operate on a contract basis the properties held
by MV Partners for which MV Partners is designated as the operator. Murfin Drilling is a wholly owned subsidiary of Murfin, Inc. and Vess
Oil is an affiliate of Vess Acquisition Group, L.L.C. Vess Oil and Murfin Drilling collectively manage the operations of approximately 96% of
the oil and natural gas properties of MV Partners, based on the discounted present value of estimated future net revenues.

      The asset portfolio of MV Partners consists mostly of properties in well-established fields, some of which were discovered as early as
1915. Consequently, production rates from these mature wells have declined significantly since their first discovery as the recoverable oil and
natural gas supply has been produced. In order to maximize the value of its assets, MV Partners has successfully undertaken development
programs that have reduced the natural decline of the production from these fields. These developing programs have included various
developmental drilling and re-entry programs, well workover programs, waterflood programs and recompletion programs that are tailored to
realize the exploitation potential of each field. As a result of the development programs instituted by MV Partners, the average annual decline
rate of the proved developed producing reserves attributable to the underlying properties since 2000 has been 4.0%.

      MV Partners has also utilized modern, commercially available techniques and technologies to more completely develop the reserves
attributable to the underlying properties. MV Partners is utilizing 3-D seismic technology to further refine development well locations based on
traditional subsurface mapping. In addition to using 3-D seismic technology, MV Partners is working on other programs to use developing
technology such as its work with the Petroleum Technology Transfer Council concerning

                                                                      MV-2
the application of gelled polymers in certain reservoirs to increase oil production and reduce water production, its work with the Department of
Energy studying the injection of carbon dioxide to recover oil otherwise lost in the production process and gas gun stimulation technology.

      In order to allow the trust unitholders to more fully realize the benefits of any capital expenditures made with respect to the underlying
properties, MV Partners has agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds
attributable to the net profits interest during a specified period preceding the termination of the net profits interest. See "Computation of Net
Proceeds—Net Profits Interest."

      Vess Oil is an independent oil and gas operating company and, according to the 2005 Kansas Geological Survey, was the largest operator
in the State of Kansas based on volume of oil produced and sold in 2005. From its inception, Vess Oil has focused on acquiring, developing,
and managing oil and natural gas properties in Kansas. Initially focused on exploration activities, Vess Oil has for the past ten years
concentrated on acquisitions in addition to the development and exploitation of its existing reserve base. Vess Oil currently operates over 1,200
oil, natural gas and service wells located primarily in Kansas, with growing operations in Texas. As of September 30, 2006, Vess Oil employed
15 full time employees, five contract professionals and 40 contract personnel in its Wichita office and in five field and satellite offices.

     Murfin Drilling is an independent oil and gas operation company and, according to the 2005 Kansas Geological Survey, was the
third-largest operator in the State of Kansas based on volume of oil produced and sold in 2005. A family-owned business originally formed in
El Dorado, Kansas in 1926 and incorporated in 1990, Murfin Drilling has expanded in the past 80 years into the greater western Kansas area,
southwest Nebraska, eastern Colorado and the Oklahoma Panhandle. Murfin Drilling balances exploration and production management and
exploitation and acquisitions with contract drilling and well service operations. Murfin Drilling currently operates approximately 800
producing and service wells nationwide. In addition to being an oil and gas producer and operator, Murfin Drilling also provides oilfield
services, including drilling services, well servicing and rig transportation services in western Kansas, southwest Nebraska, southeastern
Colorado and the Oklahoma Panhandle. As of September 30, 2006, Murfin Drilling employed approximately 275 employees that work from its
headquarters in Wichita, Kansas, or its five field offices in Kansas.

      The trust units do not represent interests in, or obligations of, MV Partners.

Business and Properties of MV Partners

     The underlying properties consist of all of the oil and natural gas properties of MV Partners. Therefore, all information set forth in the
prospectus related to the reserves and operations of the underlying properties are the same as the information that would be set forth for MV
Partners.

Management of MV Partners

    MV Partners does not currently have any executive officers, directors or employees. Instead, MV Partners is managed by an executive
management team consisting of certain officers and employees of Vess Oil and Murfin Drilling.

     None of the members of the executive management team receive compensation from the trust or MV Partners. Instead, MV Partners pays
an overhead fee to Vess Oil and Murfin Drilling to operate the underlying properties on behalf of MV Partners. The operating activities include
various engineering, accounting and administrative functions, primarily at the field level. The fee is based on a monthly charge per active
operated well and is payable to the entity that operates the particular well on behalf of MV Partners. In 2005, the aggregate overhead fee paid to
Vess Oil and Murfin Drilling was approximately $2.1 million. The fee is adjusted annually and will increase or decrease each year

                                                                       MV-3
based on changes in the Overhead Adjustment Index published by the Council of Petroleum Accountants Societies for that year, year-end index
of average weekly earnings of crude petroleum and natural gas workers. In addition, MV Partners pays a monthly administrative services fee to
MV Energy for certain corporate administrative and accounting services arranged by MV Energy. Most of these services are performed on
behalf of MV Energy by Murfin Drilling and, therefore, MV Energy transmits the entire administrative services fee to Murfin Drilling. The fee
is currently $5,000 per month and will increase by 4% each year commencing in January 2007. MV Partners, MV Energy, Vess Oil and Murfin
Drilling do not separately allocate or accrue compensation expense for the services performed by employees of Vess Oil or Murfin Drilling on
behalf of MV Partners or MV Energy, and their compensation from Vess Oil or Murfin Drilling, as the case may be, is not directly related to
the services they perform on behalf of MV Partners or MV Energy. Vess Oil and Murfin Drilling are not contractually obligated to provide the
corporate administrative and accounting services on behalf of MV Partners or MV Energy other than the operation of the underlying properties,
and MV Partners and MV Energy may contract for the provision of the corporate administrative and accounting services from other parties at
any time. Furthermore, none of the members of the executive management team are contractually obligated to continue performing services on
behalf of MV Partners and neither Vess Oil nor Murfin Drilling are contractually obligated to make their employees available to perform such
services.

    Set forth in the table below are the names, ages, function performed on behalf of MV Partners and employer of the members of the
executive management team of MV Partners:

                                                               Function Performed on Behalf of MV
                       Name                           Age                   Partners                      Employer

                       J. Michael Vess                 55   Co-Chief Executive Officer              Vess Oil

                       David L. Murfin                 54   Co-Chief Executive Officer              Murfin Drilling

                       Richard J. Koll                 56   Chief Financial Officer                 Vess Oil

                       William R. Horigan              56   Vice President—Operations               Vess Oil

                       Brian Gaudreau                  51   Vice President—Land                     Vess Oil

                       Jerry Abels                     79   Vice President—Land                     Murfin Drilling

                       Robert D. Young                 65   Treasurer                               Murfin Drilling

                       Richard W. Green                64   Controller                              Murfin Drilling

Executive Management from Vess Oil

      J. Michael Vess is the President, Chief Executive Officer and principal owner of Vess Oil and is the managing member of Vess
Acquisition Group, L.L.C. Mr. Vess co-founded Vess Oil in 1979 and continues to be responsible for the coordination and supervision of
exploration and production and the acquisition of its oil and natural gas reserves. Mr. Vess received a Bachelor of Business Administration
degree from Wichita State University in 1972 and subsequently received his CPA certificate. Mr. Vess currently serves on the Board of
Directors and Executive Committees for the Kansas Independent Oil and Gas Association ("KIOGA") and is the current Chairman of the
KIOGA Committee on Electricity. He is also a member of the Interstate Oil and Gas Compact Commission Outreach Committee.

      Richard J. Koll is the Financial Manager for Vess Oil where he oversees administrative and accounting matters. Mr. Koll has held his
current position since he joined Vess Oil in 1992. Mr. Koll received a Bachelor of Business Administration degree in Accounting from Wichita
State University in 1972 and subsequently received his CPA certificate. He is currently the Chairman of the KIOGA Committee on Ad
Valorem Taxes and also serves on the Board of Directors and Executive Committee

                                                                     MV-4
for KIOGA. He is a member of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

      William R. Horigan is the Vice President of Operations for Vess Oil where he is responsible for the engineering, enhancement and
exploitation of its existing properties as well as the engineering analysis and evaluation of its future reserve acquisitions. Mr. Horigan joined
Vess Oil in 1988 as Operations Manager. Prior to joining Vess Oil, Mr. Horigan served in various petroleum engineering capacities for Amoco
Production Company beginning in 1975. Mr. Horigan graduated from the University of Kansas in 1974 with a Bachelor of Science degree in
Chemical Engineering. Mr. Horigan is a member of the Society of Petroleum Engineers and serves on the Executive Board for the Wichita
Section. He is also a member of the Producers Advisory Group and Petroleum Technology Transfer Council of the North Mid-Continent
Region.

      Brian Gaudreau is the Vice President of Land for Vess Oil where he is responsible for land, contracts and acquisitions. Mr. Gaudreau
joined Vess Oil in 2002 as Vice President, Land and Acquisitions. Prior to joining Vess Oil, he held the title of Manager, Land and
Acquisitions for Stelbar Oil Corporation, Inc. beginning in 1989. Mr. Gaudreau graduated from the University of Kansas in 1977 with a
Bachelors degree in Economics. Mr. Gaudreau belongs to the American Association of Professional Landmen and the Dallas Acquisitions,
Divestitures, and Mergers Energy Forum and is the current Secretary of KIOGA.

Executive Management from Murfin Drilling

       David L. Murfin is the President of Murfin Drilling and the Chairman and Chief Executive Officer of Murfin, Inc. Mr. Murfin has held
his positions at Murfin Drilling and Murfin, Inc. since 1992 and 1998, respectively. Mr. Murfin received degrees in Mechanical Engineering
and Business Administration from the University of Kansas in 1975. Mr. Murfin has previously served as National Chairman of the Liaison
Committee of Cooperating Oil & Gas Associations, President of the KIOGA, a Regional Vice President of the Texas Independent Producers
and Royalty Owners Association, and a member of the Executive Committee of the Board of Directors of the International Association of
Drilling Contractors. Mr. Murfin currently serves on the Board of Directors of the Independent Petroleum Association of America and on the
National Petroleum Council.

      Jerry Abels is Land Manager for Murfin Drilling where he is responsible for land and contracts. Mr. Abels has held his position at
Murfin Drilling since 1979. Prior to joining Murfin Drilling, he was involved in his own oilfield equipment and exploration business.
Mr. Abels received a degree in Business from the University of Texas in 1951. Mr. Abels is a CPLM, Certified Petroleum Landman, and has
served on the National Board of the AAPL, American Association of Petroleum Landmen.

      Richard W. Green is the Controller of Murfin Drilling. After receiving his Masters in Science Accounting in 1971 from Wichita State
University, Mr. Green spent eight years in public accounting with Peterson, Peterson and Goss CPA's. Mr. Green joined Murfin Drilling as
Assistant Controller in 1980.

      Robert D. Young is the Treasurer and Chief Financial Officer of Murfin Drilling and the Chief Financial Officer of Murfin, Inc. After
receiving a Bachelor of Business Administration degree in Accounting from Wichita State University in 1965, Mr. Young began his career in
1965 with Peterson, Peterson and Goss CPA's. Mr. Young joined Murfin Drilling as Controller and financial advisor to the sole owner of the
company in 1974. Mr. Young is currently serving on the Board of Directors and is Treasurer of the Petroleum Club of Wichita and is a member
of the Kansas Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

                                                                     MV-5
Litigation

     MV Partners is not currently involved in any material litigation.

Indemnification

      Under the operating agreement of MV Partners and subject to specified limitations, MV Energy is not liable, responsible or accountable in
damages or otherwise to MV Partners or its members for, and MV Partners will indemnify and hold harmless MV Energy from any costs,
expenses, losses or damages (including attorneys' fees and expenses, court costs, judgments and amounts paid in settlement) incurred by reason
of its being the sole manager of MV Partners.

Related Party Transactions

    Vess Oil, which is controlled by Mr. Michael Vess, and Murfin Drilling, which is controlled by Mr. Dave Murfin, operate the underlying
properties on a contract operator basis for which MV Partners is designated as the operator. Under the terms of the operating arrangement
among MV Partners, Vess Oil and Murfin Drilling, all expenses of Vess Oil and Murfin Drilling incurred on behalf of MV Partners are paid by
MV Partners at the cost incurred. Below is a summary of the transactions that occurred between MV Partners and the operators:

                                                                                                                  Nine Months Ended
                                                                    Year Ended December 31,                         September 30,

                                                             2003               2004             2005            2005            2006

                                                                                           (in thousands)


Lease operating expense incurred                        $      12,802      $     12,908    $       13,966    $    10,292    $         12,871
Capitalized lease equipment and producing
leaseholds cost incurred                                        1,005              1,277             1,863          1,376               911
Payment of well development costs                                 172                297               381            350               131
Payment of management fees                                         60                 60                60             45                45
Sale of natural gas                                               554                549               543            350               413
Purchase of working interest                                       —                  71                —              —                 —

     As is customary in the oil and natural gas industry, MV Partners pays an overhead fee to Vess Oil and Murfin Drilling to operate the
underlying properties on behalf of MV Partners. The operating activities include various engineering, accounting and administrative functions.
The fee is based on a monthly charge per active operated well, which totaled $2.1 million in 2005 for all of the properties comprising the
underlying properties for which MV Partners was designated as the operator. The fee is adjusted annually and will increase or decrease each
year based on changes in the year-end index of average weekly earnings of crude petroleum and natural gas workers.

    The members of MV Energy and certain members of MV Partners' other member, VAP-I, including each of Messrs. Vess and Murfin,
own minority interests in Eaglwing, L.P. and SemCrude, L.P., two crude oil purchasers that purchase crude oil production from MV Partners.

                                                                         MV-6
      A summary of sales and trade receivables with each of these crude oil purchasers follows:

                                                                                                                                     Nine Months Ended
                                                              Year Ended December 31,                                                  September 30,

                                                 2003                   2004                        2005                      2005                       2006

Sales(1):
   Eaglwing, L.P.                      $         20,321,668     $       26,756,152      $           35,290,153      $         25,738,338       $         37,414,703
   SemCrude, L.P.                                10,445,956             13,764,683                  17,628,316                12,263,152                  8,356,274

                                       $         30,767,624     $       40,520,835      $           52,918,469      $         38,001,490       $         45,770,977


Trade receivables:
   Eaglwing, L.P.                      $          1,724,229     $        2,362,788      $            2,902,791      $          3,279,699       $          4,635,251
   SemCrude, L.P.                                   879,529              1,214,575                   1,624,013                 1,507,962                      5,597

                                       $          2,603,758     $        3,577,363      $            4,526,804      $          4,787,661       $          4,640,848

(1)
        Sales amounts shown above are prior to reductions for realized losses on swap transactions.

   MV Partners also has entered into swap agreements with SemCrude. A summary of the MV Partners' outstanding swap agreements with
SemCrude are as follows:

                                           Notional volume                                      December 31, 2005         September 30, 2006
                  Year                          (Bbls)               Fixed price                   Fair Value                 Fair value

                  2007                             495,000     $       63.16 - 65.12        $                54,918 $            (1,815,409 )
                  2008                             360,000                     60.70                       (869,640 )            (2,630,970 )
                                                    45,000                     62.99                         24,755                (241,965 )

                                                                                            $              (789,967 ) $          (4,688,344 )


      MV Partners had no related party contracts as of December 31, 2004. As of December 31, 2005 and September 30, 2006, MV Partners had
an outstanding collar transaction with SemCrude covering 120,000 Bbls of oil during 2007 under which MV Partners will receive payments if
oil prices fall below $61 per Bbl or make payments if oil prices rise above $68 per barrel. The fair value of the collar was nominal as of
December 31, 2005 and a liability of $328,215 as of September 30, 2006.

      Messrs. Vess and Murfin are also members of the Board of Directors of the American State Bank & Trust Company, National
Association, a private banking institution located in Kansas. The American State Bank & Trust Company is obligated to provide up to
approximately $3.0 million of credit pursuant to MV Partners' current bank credit facility as a result of a direct participation certificate between
American State Bank & Trust Company and Bank of America, N.A., as administrative agent under the bank credit facility. As of December 1,
2006, American State Bank & Trust Company had outstanding borrowings to MV Partners of approximately $2.7 million under the bank credit
facility. These borrowings are expected to be repaid in connection with the refinancing of the bank credit facility using the proceeds from this
offering and borrowings under MV Partners' new term loan facility as described in "Management's Discussion and Analysis of Financial
Condition and Results of Operations of MV Partners—Liquidity and Capital Resources—Financing Activities."

                                                                          MV-7
                                                          SELECTED FINANCIAL DATA OF MV PARTNERS

      The following table shows selected historical financial information of MV Partners for each of the five years in the period ended
December 31, 2005, and for the nine months ended September 30, 2005 and 2006. The selected historical financial information for each of the
three years ended December 31, 2005, is derived from the audited financial statements of MV Partners included elsewhere in this prospectus.
The selected historical financial information for each of the nine months ended September 30, 2005 and 2006 is derived from the unaudited
financial statements of MV Partners included elsewhere in this prospectus. The selected historical financial information for each of the two
years ended December 31, 2002 is derived from the audited financial statements of MV Partners which are not included in this prospectus. The
information in this table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations of MV Partners" and the financial statements of MV Partners, related notes and other financial information included elsewhere in
this prospectus.

                                                                                                                                      Nine Months Ended
                                                                                  Year Ended December 31,                               September 30,

                                                                   2001         2002         2003           2004         2005         2005         2006

                                                                                                    (in thousands)


Statements of Earnings Data:
Revenue
    Oil and gas sales                                          $     24,478 $     24,215 $     28,036 $       30,826 $     35,955 $     25,739 $      35,281
    Interest income                                                      69           20           10              8          207           47           229
    Gain on sale of assets                                               35          564           —             212           —            —             —

          Total                                                      24,582       24,799       28,046         31,046       36,162       25,786        35,510

Costs and expenses
   Lease operating                                                   15,154       14,528       14,860         15,288       17,158       12,762        14,749
   Depreciation, depletion and amortization                           6,053        4,838        5,046          4,252        3,792        2,946         2,397
   General and administrative                                           291          367          446            448          498          362           453
   Loss on sale of assets                                                —            —            17             —            89           80             5
   Interest                                                           1,428          891          677            717        1,500          848         4,268

          Total expenses                                             22,926       20,624       21,046         20,705       23,037       16,998        21,872

Net earnings before accounting change                                 1,656        4,175        7,000         10,341       13,125        8,788        13,638
    Cumulative effect of change in accounting principle                  —            —            90             —            —            —             —

Net earnings                                                   $      1,656 $      4,175 $      7,090 $       10,341 $     13,125 $      8,788 $      13,638

Balance Sheet Data (at end of period):
Oil and gas properties                                         $     58,407 $     55,114 $     59,250 $       56,857 $     55,284 $     55,669 $      54,034
Total assets                                                         61,993       61,134       65,165         64,437       68,303       78,836        72,943
Working capital                                                      (4,272 )       (473 )     (6,762 )       (6,115 )    (12,185 )    (37,544 )       7,636
Long-term liabilities, excluding current maturities                  20,648       25,000       29,484         35,176       91,793        8,279        96,483
Partners' capital (deficit)/Members' deficit                         33,655       30,005       23,121         15,697      (48,245 )      9,876       (33,496 )

                                                                                MV-8
                        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                                   RESULTS OF OPERATIONS OF MV PARTNERS

      You should read the following discussion of the financial condition and results of operations of MV Partners in conjunction with the
historical consolidated financial statements and notes included elsewhere in this prospectus.

Factors That Significantly Affect MV Partners' Results

      MV Partners' revenue, cash flow from operations and future growth depend substantially on factors beyond its control, such as economic,
political and regulatory developments and competition from producers of alternative sources of energy. Oil and natural gas prices have
historically been volatile and may fluctuate widely in the future. Sustained periods of low prices for oil or natural gas could materially and
adversely affect its financial position, its results of operations, the quantities of oil and natural gas that it can economically produce and its
ability to access capital.

     Like all businesses engaged in the exploration and production of oil and natural gas, MV Partners faces the challenge of natural production
declines. As initial reservoir pressures are depleted, oil and natural gas production from a given well decreases. Thus, an oil and gas exploration
and production company depletes part of its asset base with each unit of oil or natural gas it produces. MV Partners attempts to reduce this
natural decline by undertaking field development programs and by implementing secondary recovery techniques. MV Partners intends to
maintain its focus on costs necessary to produce its reserves. MV Partners' ability to make capital expenditures to maintain production from its
existing reserves and to add reserves through development drilling is dependent on its capital resources and can be limited by many factors.

Critical Accounting Policies and Estimates

      The discussion and analysis of MV Partners' historical financial condition and results of operations is based upon its consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of
these financial statements requires it to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an
extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different
assumptions had been used. MV Partners evaluates its estimates and assumptions on a regular basis. It bases its estimates on historical
experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates and assumptions used in preparation of its financial statements. MV Partners has provided below an expanded discussion
of its more significant accounting policies, estimates and judgments. It believes these accounting policies reflect its more significant estimates
and assumptions used in the preparation of its financial statements. Please read Note A of the Notes to the Financial Statements of MV Partners
for a discussion of additional accounting policies and estimates made by its management.

     Oil and Natural Gas Properties

     MV Partners accounts for oil and natural gas properties by the successful efforts method. Leasehold acquisition costs are capitalized. If
proved reserves are found on an undeveloped property, leasehold cost is transferred to proved properties. Under this method of accounting,
costs relating to the development of proved areas are capitalized when incurred.

                                                                      MV-9
      Depreciation and depletion of producing oil and natural gas properties is recorded based on units of production. Unit rates are computed
for unamortized drilling and development costs using proved developed reserves and for unamortized leasehold costs using all proved reserves.
Statement of Financial Accounting Standards (SFAS) No. 19—Financial Accounting and Reporting for Oil and Gas Producing Companies
requires that acquisition costs of proved properties be amortized on the basis of all proved reserves, developed and undeveloped, and that
capitalized development costs (wells and related equipment and facilities) be amortized on the basis of proved developed reserves. As more
fully described in Note J of the Notes to the Financial Statements, proved reserves are estimated by an independent petroleum engineer,
Cawley, Gillespie & Associates, Inc., and are subject to future revisions based on availability of additional information. As described in Note H
of the Notes to the Consolidated Financial Statements, MV Partners follows SFAS No. 143—Accounting for Asset Retirement Obligations.
Under SFAS No. 143, estimated asset retirement costs are recognized when the asset is placed in service and are amortized over proved
reserves using the units of production method. Asset retirement costs are estimated by its engineers using existing regulatory requirements and
anticipated future inflation rates.

     Geological, geophysical and dry hole costs on oil and natural gas properties relating to unsuccessful wells are charged to expense as
incurred.

     Upon sale or retirement of complete fields of depreciable or depleted property, the book value thereof, less proceeds or salvage value, is
credited to income. On sale or retirement of an individual well, the proceeds are credited to accumulated depreciation and depletion.

      Oil and natural gas properties are reviewed for impairment when facts and circumstances indicate that their carrying value may not be
recoverable. MV Partners assesses impairment of capitalized costs of proved oil and natural gas properties by comparing net capitalized costs
to estimated undiscounted future net cash flows using expected prices. If net capitalized costs exceed estimated undiscounted future net cash
flows, the measurement of impairment is based on estimated fair value, which would consider estimated future discounted cash flows. As of
December 31, 2004 and 2005, and June 30, 2006, the estimated undiscounted future cash flows for its proved oil and natural gas properties
exceeded the net capitalized costs, and no impairment was required to be recognized.

     Unproven properties that are individually significant are assessed for impairment and if considered impaired are charged to expense when
such impairment is deemed to have occurred.

     Property acquisition costs, if any, are capitalized when incurred.

     Oil and Natural Gas Reserve Quantities

    MV Partners' estimate of proved reserves is based on the quantities of oil and natural gas that engineering and geological analyses
demonstrate, with reasonable certainty, to be recoverable from established reservoirs in the future under current operating and economic
parameters. Cawley, Gillespie & Associates, Inc. prepares a reserve and economic evaluation of all its properties on a well-by-well basis.

     Reserves and their relation to estimated future net cash flows impact MV Partners' depletion and impairment calculations. As a result,
adjustments to depletion and impairment are made concurrently with changes to reserve estimates. MV Partners prepares its reserve estimates,
and the projected cash flows derived from these reserve estimates, in accordance with SEC guidelines. The independent engineering firm
described above adheres to the same guidelines when preparing their reserve reports. The accuracy of its reserve estimates is a function of
many factors, including the quality and quantity of available data, the interpretation of that data, the accuracy of various mandated economic
assumptions and the judgments of the individuals preparing the estimates.

                                                                      MV-10
     MV Partners' proved reserve estimates are a function of many assumptions, all of which could deviate significantly from actual results. As
such, reserve estimates may materially vary from the ultimate quantities of oil, natural gas and natural gas liquids eventually recovered.

     Hedging Activities

      MV Partners periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil production by reducing
its exposure to fluctuations in the price of crude oil. Currently, these transactions are swaps and collar transactions. It accounts for these
activities pursuant to SFAS No. 133—Accounting for Derivative Instruments and Hedging Activities, as amended. This statement establishes
accounting and reporting standards requiring that derivative instruments (including certain derivative instruments embedded in other contracts)
be recorded at fair market value and included in the balance sheet as assets or liabilities.

     The accounting for changes in the fair market value of a derivative instrument depends on the intended use of the derivative instrument
and the resulting designation, which is established at the inception of a derivative instrument. SFAS No. 133 requires that a company formally
document, at the inception of a hedge, the hedging relationship and the entity's risk management objective and strategy for undertaking the
hedge, including identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, the method that
will be used to assess effectiveness and the method that will be used to measure hedge ineffectiveness of derivative instruments that receive
hedge accounting treatment.

     For derivative instruments designated as cash flow hedges, changes in fair market value, to the extent the hedge is effective, are
recognized in other comprehensive income until the hedged item is recognized in earnings. Hedge effectiveness is assessed at least quarterly
based on total changes in the derivative instrument's fair market value. Any ineffective portion of the derivative instrument's change in fair
market value is recognized immediately in earnings.

     Asset Retirement Obligations

      Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations," requires that the fair value
of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The liability is measured at discounted fair
value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Such accretion expense is included in
depreciation, depletion and amortization in the accompanying statements of earnings. The corresponding asset retirement costs are capitalized
as part of the carrying amount of the related long-lived asset and amortized over the asset's useful life. MV Partners' asset retirement
obligations are primarily associated with the plugging of abandoned oil wells. SFAS No. 143 was effective for MV Partners on January 1,
2003.

                                                                     MV-11
Results of Operations

     Set forth in the table below is a summary of MV Partners' financial data for the periods indicated

                                                                                                                  Nine Months Ended
                                                                      Years Ended December 31,                       September 30

                                                               2003             2004              2005           2005            2006

                                                                                            (in thousands)


Revenue
  Oil and gas sales                                        $     28,036    $      30,826     $      35,955   $     25,739    $        35,281
  Interest income                                                    10                8               207             47                229
  Gain on sale of assets                                             —               212                —              —                  —

        Total revenue                                      $     28,046    $      31,046     $      36,162   $     25,786    $        35,510

Costs and expenses
  Lease operating                                                14,860           15,288            17,158         12,762             14,749
  Depreciation, depletion and amortization                        5,046            4,252             3,792          2,946              2,397
  General and administrative                                        446              448               498            362                453
  Loss on sale of assets                                             17               —                 89             80                  5
  Interest                                                          677              717             1,500            848              4,268

        Total costs and expenses                                 21,046           20,705            23,037         16,998             21,872

Net earnings before accounting change                             7,000           10,341            13,125          8,788             13,638
  Cumulative effect of change in accounting
  principle                                                           90               —                 —              —                —

Net earnings                                               $      7,090    $      10,341     $      13,125   $      8,788    $        13,638

Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005

     The financial information with respect to the nine months ended September 30, 2006 and 2005 that is discussed below is unaudited. In the
opinion of MV Partners' management, this information contains all adjustments, consisting only of adjustments for normally recurring accruals,
necessary for a fair presentation of the results for such periods. The results of operations for these interim periods are not necessarily indicative
of the results of operations for the full fiscal year.

     Revenues

     Revenues from oil and natural gas sales increased $9.5 million between these periods. This consists of an increase of $8.2 million of oil
and natural gas revenues and a $1.3 million decrease in hedge and other derivative activities expense. The $8.2 million increase in revenues
was primarily the result of an increase in the average price received for the oil sold from $53.25 per Bbl for the nine months ended
September 30, 2005 to $64.91 per Bbl for the nine months ended September 30, 2006, partially offset by a 17 MBbl decrease in oil volumes
sold. The increase in revenues was also the result of a 12,399 Mcf increase in natural gas volumes sold, partially offset by a small decrease in
the average price received for the natural gas sold from $5.86 per Mcf for the nine months ended September 30, 2005 to $5.68 per Mcf for the
nine months ended September 30, 2006.

     The decrease in hedge and other derivative activity expense of $1.3 million for the nine months ended September 30, 2006 was due to a
decrease in realized hedge losses and an increase in ineffectiveness of hedges and other derivatives then in place being recorded to the expense
account for the period.

     At September 30, 2006, MV Partners recorded a $1.2 million expense for ineffectiveness of hedges and other derivatives compared to a
$0.3 million expense at September 30, 2005. The increase in

                                                                      MV-12
ineffectiveness during the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005 is partially the
result of additional hedge and other derivative contracts placed during the last quarter of 2005. At September 30, 2005, MV Partners had open
swap agreements covering the next 15 months and no open collar transactions. At September 30, 2006, MV Partners had open swap agreements
covering the next 51 month periods and an open collar transaction covering the 12 months of 2007 which increased the volume of hedges and
the exposure to hedge ineffectiveness compared to September 30, 2005. The change in value of the open collar transaction resulted in an
expense of $0.3 million for the nine months ended September 30, 2006.

      Hedge ineffectiveness of the swap agreements is the result of various factors including changes in the average crude oil price and changes
in the basis differential between the NYMEX price and the price actually received by MV Partners. An increase in the basis differential, the
increase in the price of crude oil and the extended hedge and derivative contracts, all combined to increase the expense associated with the
swap agreements for the nine months ended September 30, 2006 by $0.9 million.

      In addition, a portion of the increase in hedge and other derivative expense was due to the higher average NYMEX price per Bbl of crude
oil for the first nine months of 2006 of $68.22 compared to $55.40 for the first nine months of 2005. The weighted average settlement price of
hedges and other derivatives for the first nine months of 2006 was $46.37 compared to $27.01 for the first nine months of 2005. The remainder
of the increase was due to 69,402 more Bbls of oil being subject to hedge arrangements during the first nine months of 2006.

     Hedge ineffectiveness and actual hedge losses increased during the period of rising oil prices as experienced from 2003 to 2005 when the
average NYMEX price per barrel of crude oil went from $31.07 to $56.56. Hedge ineffectiveness and hedge losses typically decrease during
periods of flat or declining oil prices. Because commodity prices can fluctuate significantly, past performance of MV Partners' hedges is not
necessarily indicative of their future performance.

     Lease operating expenses

      Lease operating expenses increased from $12.8 million for the nine months ended September 30, 2005 to $14.7 million for the nine
months ended September 30, 2006. This increase was primarily a result of an increase in production and property tax expense due to the
increased price of oil and gas on which the taxes are based and casing repair to several wells, repair and cleanout of a salt water disposal system
well and continuing restoration of wells from inactive status to producing status. In addition, operating costs associated with primary vendors'
fuel increases contributed a small portion of the increase.

     Depreciation, depletion and amortization

     Depreciation, depletion and amortization decreased from $2.9 million for the nine months ended September 30, 2005 to $2.4 million for
the nine months ended September 30, 2006. Depreciation, depletion and amortization are calculated based on units of production. The decline
comes from the previously reduced asset base combined with an increase in the total estimated reserves.

     General and administrative expenses

     General and administrative expenses increased from $0.4 million for the nine months ended September 30, 2005 to $0.5 million for the
nine months ended September 30, 2006. This is an increase primarily due to inflation in general costs.

                                                                     MV-13
     Loss on sale of assets

      A loss on sales of assets of $0.1 million was recorded for the nine months ended September 30, 2005 compared to a nominal loss recorded
for the nine months ended September 30, 2006.

     Interest expenses

     Interest expense increased from $0.8 million for the nine months ended September 30, 2005 to $4.3 million for the nine months ended
September 30, 2006. This is primarily a result of a financing that took place on December 21, 2005. During the nine months ended
September 30, 2005, MV Partners' outstanding debt balance increased from $25.0 million to $38.1 million, while during the nine months ended
September 30, 2006, its outstanding debt balance decreased from $90.0 million to $83.0 million. In addition, the weighted average interest rate
MV Partners paid on its debt obligations increased from 4.5% during the nine months ended September 30, 2005 to 6.6% during the nine
months ended September 30, 2006.

Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004

     Revenues

     Revenues from oil and natural gas sales increased $5.1 million between these periods. This consists of an increase of $13.0 million of oil
and natural gas revenues and a $7.9 million increase in hedge and other derivative activities expense. The $13.0 million increase in revenues
was primarily the result of an increase in the average price received for the oil sold from $39.37 per Bbl for the year ended December 31, 2004
to $54.21 per Bbl for the year ended December 31, 2005. The increase in revenues was also the result of an increase in the average price
received for the natural gas sold from $5.51 per Mcf for the year ended December 31, 2004 to $6.83 per Mcf for the year ended December 31,
2005.

     The increase in hedge and other derivative activity expense of $7.9 million for the year ended December 31, 2005 was due primarily to the
higher average NYMEX settle price for the year ended December 31, 2005 of $56.57 compared to $41.38 for the year ended December 31,
2004. The weighted average hedge price for 2005 was $28.60 compared to $24.02 for 2004. A small increase was due to ineffectiveness of
hedges currently in place being recorded to the expense account. In the year ended December 31, 2005, MV Partners recorded a $0.8 million
hedge expense for ineffectiveness compared to no ineffective portion for the year ended December 31, 2004.

     Lease operating expenses

      Lease operating expenses increased from $15.3 million for the year ended December 31, 2004 to $17.2 million for the year ended
December 31, 2005. This increase was primarily a result of increased costs of primary vendors who rely on large uses of hydrocarbon products
such as (1) pumpers (gasoline), (2) utilities (cost of fuel), (3) treating chemicals (hydrocarbon base) and (4) pulling units (fuel surcharge). This
increase was also supplemented by wage increases associated with the increased demand for oilfield employees and increases in the price of
steel for tubular and other metal products.

     Depreciation, depletion and amortization

     Depreciation, depletion and amortization decreased from $4.3 million for the year ended December 31, 2004 to $3.8 million for the year
ended December 31, 2005. Depreciation, depletion and amortization are calculated based on units of production. The decline comes from the
previously reduced asset base combined with an increase in the total estimated reserves.

                                                                      MV-14
     General and administrative expenses

    General and administrative expenses increased from $0.4 million for the year ended December 31, 2004 to $0.5 million for the year ended
December 31, 2005. This is an increase primarily due to inflation in general costs.

     Loss on sale of assets

      A gain on sale of assets of $0.2 million was recorded for the year ended December 31, 2004 compared to a loss of $0.1 million recorded
for the year ended December 31, 2005.

     Interest expenses

     Interest expense increased from $0.7 million for the year ended December 31, 2004 to $1.5 million for the year ended December 31, 2005.
This is a result of the financing that took place on December 21, 2005 resulting in increased liability of $90 million for the end of the year
2005, up from $25 million for the entire year 2004 in addition to the rising interest rates.

Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003

     Revenues

      Revenues from oil and natural gas sales increased $2.8 million between these periods. This consists of an increase of $9.8 million of oil
and natural gas revenues and a $7.0 million increase in hedge and other derivative activities expense. The $9.8 million increase in revenues was
primarily the result of an increase in the average price received for the oil sold from $28.89 per Bbl for the year ended December 31, 2003 to
$39.37 per Bbl for the year ended December 31, 2004. The increase in revenues was also the result of an increase in the average price received
for the natural gas sold from $4.84 per Mcf for the year ended December 31, 2003 to $5.51 per Mcf for the year ended December 31, 2004.

     The increase in hedge and other derivative activity expense of $7.0 million for the year ended December 31, 2004 was due primarily to the
higher average NYMEX settle price for the year ended December 31, 2004 of $41.38 compared to $31.07 for the year ended December 31,
2003. The weighted average hedge price for 2004 was $24.02 compared to $22.14 for 2003.

     Lease operating expenses

    Lease operating expenses increased from $14.9 million for the year ended December 31, 2003 to $15.3 million for the year ended
December 31, 2004. This increase of 2.7% was primarily a result of general inflation in MV Partners' primary vendor costs.

     Depreciation, depletion and amortization

     Depreciation, depletion and amortization decreased from $5.0 million for the year ended December 31, 2003 to $4.3 million for the year
ended December 31, 2004. Depreciation, depletion and amortization are calculated based on units of production. The decline comes from the
previously reduced asset base combined with an increase in the total estimated reserves.

     General and administrative expenses

     General and administrative expenses remained constant at $0.4 million for the years ended December 31, 2003 and 2004.

                                                                    MV-15
     Loss on sale of assets

     A minimal loss on sale of assets was recorded for the year ended December 31, 2003 compared to a gain on sale of assets of $0.2 million
recorded for the year ended December 31, 2004.

     Interest expenses

     Interest expense remained constant at $0.7 million for the year ended December 31, 2003 and 2004. The only bank debt during these
periods was an interest only note. A slight increase from $677,000 for the year ended December 31, 2003 to $717,000 for the year ended
December 31, 2004 was a result of a rising interest rate.

Liquidity and Capital Resources

     MV Partners' primary sources of capital and liquidity have been proceeds from sales of limited partner interests prior to its conversion to a
limited liability company, borrowings under its bank credit facility and cash flow from operations. To date, its primary uses of capital have
been to service its debt requirements, for development of working interests in its oil and natural gas properties located in Kansas and eastern
Colorado and for distributions. It continually monitors its capital resources available to meet its future financial obligations and planned capital
expenditures.

     Cash Flow from Operating Activities

     Net cash provided by operating activities was $17.4 million and $12.2 million for the nine months ended September 30, 2006 and 2005,
respectively. The increase in net cash provided by operating activities was due substantially to the change in the price of oil and the reduced
amount of hedge liability.

     Net cash provided by operating activities was $16.6 million during the year ended December 31, 2005, compared to $13.7 million during
the year ended December 31, 2004. The increase in net cash provided by operating activities in 2005 was substantially due to increased
revenues partially offset by increased expenses, as discussed above in "—Results of Operations."

     MV Partners' cash flow from operations is subject to many variables, the most significant of which are oil and natural gas prices. Oil and
natural gas prices are determined primarily by prevailing market conditions, which are dependent on regional and worldwide economic activity,
weather and other factors beyond its control. MV Partners' future cash flow from operations will depend on its ability to maintain and increase
production through its development program, as well as the prices of oil and natural gas.

     MV Partners has entered into certain hedge contracts related to the oil production from the underlying properties for the years 2006
through 2010. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56
to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the underlying properties that are classified as
proved developed producing in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging
from $63 to $71 per barrel of oil that hedge approximately 80% of expected production from the underlying properties that are classified as
proved developed producing in the reserve report. The hedge contracts will not be pledged to the trust, but any payments made by MV Partners
upon settlement of the hedge contracts will be factored into the calculation of the gross proceeds from the underlying properties. Any proceeds
received by MV Partners upon settlement of the hedge contracts will separately be factored into the calculation of

                                                                      MV-16
payment due to the trust. From June 30, 2006 through December 31, 2010, MV Partners' crude oil price risk management positions in swap
contracts and collar arrangements are as follows:

                                                             Fixed Price Swaps                               Collars

                                                                                                             Weighted Average Price
                                                                                                                   (Per Bbl)

                                                                        Weighted
                                                   Volumes             Average Price       Volumes
                  Year Ended December 31,           (Bbls)               (Per Bbl)          (Bbls)

                                                                                                              Floor           Ceiling

                  2006                              419,321       $               63.01          —       $          —     $         —
                  2007                              687,000                       62.52     120,000              61.00           68.00
                  2008                              779,000                       58.79          —                  —               —
                  2009                              678,000                       66.24          —                  —               —
                  2010                              637,800                       65.03          —                  —               —

     By removing the price volatility from a significant portion of its oil production, MV Partners has mitigated, but not eliminated, the
potential effects of changing commodity prices on its cash flow from operations for those periods. While mitigating negative effects of falling
crude oil prices, these derivative contracts also limit the benefits it would receive from increases in crude oil prices. It is MV Partners' policy to
enter into derivative contracts only with counterparties that are major, creditworthy financial institutions deemed by management as competent
and competitive market makers.

     Cash Flows from Investing Activities

     MV Partners' capital expenditures were $1.2 million and $1.7 million for the nine months ended September 30, 2006 and 2005,
respectively. Capital expenditures for each of the nine months ended September 30, 2006 and September 30, 2005 includes the purchase of oil
and natural gas properties and the payment of well development costs. MV Partners also had proceeds from the sale of oil and natural gas
properties of $0.1 million for the nine months ended September 30, 2005.

     MV Partners' capital expenditures were $2.3 million in the year ended December 31, 2005 and $1.7 million in the year ended
December 31, 2004. The total for 2005 includes the purchase of oil and natural gas properties and the payment of well development costs. MV
Partners also had proceeds from the sale of oil and natural gas properties of $0.1 million and $0.3 million for the years ended December 31,
2005 and 2004, respectively.

     MV Partners currently anticipates that its development budget, which predominantly consists of workover drilling, secondary recovery
projects and equipment, will be $8.5 million for the remainder of 2006 and 2007. The amount and timing of its capital expenditures is largely
discretionary and within its control. MV Partners' routinely monitors and adjusts its capital expenditures in response to changes in oil and
natural gas prices, development costs, industry conditions and internally generated cash flow. Future cash flows are subject to a number of
variables, including the level of production and prices. There can be no assurance that operations and other capital resources will provide cash
in sufficient amounts to maintain planned levels of capital expenditures.

     Financing Activities

     Credit facility

      On December 21, 2005, MV Partners entered into a bank credit facility with a group of bank lenders that provides for a revolving line of
credit, letters of credit and swing line loans. The total amount that MV Partners can borrow and have outstanding at any one time is limited to
the lesser of the total commitment of $200 million or the borrowing base established by the lenders, with $15 million available for outstanding
letters of credit and $0.5 million for outstanding swing line loans. As of September 30, 2006, the borrowing base under the bank credit facility
was $90.0 million. As of

                                                                         MV-17
September 30, 2006, the principal amount outstanding under the bank credit facility was $83.0 million with no letters of credit or swing line
loans outstanding.

      The bank credit facility allows MV Partners to borrow, repay and reborrow amounts available under the bank credit facility. The amount
of the borrowing base is based primarily upon the estimated value of MV Partners oil and natural gas reserves. Under the credit agreement, the
initial borrowing base was $95 million, such borrowing base being reduced to $90 million on July 1, 2006 and $85 million on January 1, 2007.
The borrowing base under the bank credit facility is subject to re-determination at least semi-annually. The bank credit facility matures on
December 19, 2008, and borrowings under the bank credit facility bear interest, payable quarterly, at MV Partners' option, at (1) a rate (as
defined and further described in the bank credit facility) per annum equal to a Eurodollar Rate (which is substantially the same as the London
Interbank Offered Rate) for one, two, three or six months as offered by the lead bank under the bank credit facility or (2) the higher of the
Federal Funds Rate (as defined and further described in the bank credit facility) plus 50 basis points or such bank's Prime Rate. MV Partners'
bank credit facility bore interest at 6.6% per annum as of September 30, 2006. MV Partners pays quarterly commitment fees under the bank
credit facility on the unused portion of the available borrowing base ranging from 12.5 to 37.5 basis points, dependent upon the percentage of
MV Partners' available borrowing base then utilized.

      Borrowings under the bank credit facility are secured by a lien on substantially all of MV Partners' assets and properties. The bank credit
facility also contains restrictive covenants that may limit MV Partners' ability to, among other things, pay dividends, incur additional
indebtedness, sell assets, make loans to others, make investments, enter into mergers, incur liens and engage in certain other transactions
without the prior consent of the lenders. The bank credit facility also requires MV Partners to maintain certain ratios as defined and further
described in the revolving credit facility, including a current ratio of not less than 1.0 to 1.0 and a maximum leverage ratio of no greater than
2.50 to 1.0. The current ratio is defined to include the amount of the unused borrowing base as a current asset and to exclude current maturities
of the credit facility as well as any current liability resulting from any mark to market accounting under SFAS 133. In addition, MV Partners
was required to enter into swap agreements covering 90% of estimated production for the three years following December 31, 2005 based on
proved reserves as of December 31, 2004, with a fixed price per Bbl of a minimum of $55. As of September 30, 2006, MV Partners was in
compliance with all such covenants.

      In connection with the closing of this offering, MV Partners intends refinance its bank credit facility and terminate that facility using
proceeds from this offering and borrowings under a new senior secured term loan facility. The amount that MV Partners can borrow under the
term loan facility is limited to $25 million, and MV Partners intends to draw the full amount available under the term loan facility to refinance
its bank credit facility. The term loan facility requires MV Partners to repay the outstanding balance on an amortization schedule of
$1.25 million per quarter for 20 quarters, beginning March 30, 2007. MV Partners may prepay any or all of its outstanding balance under the
term loan facility at any time without penalty, subject to payment of certain costs of the lenders. Borrowings under the term loan facility bear
interest, payable quarterly, at MV Partners' option, at (1) a rate (as defined and further described in the term loan facility) per annum equal to a
Eurodollar Rate (which is substantially the same as the London Interbank Offered Rate) for one, two, three or six months offered by the lead
bank under the term loan facility plus 2.0% or (2) such bank's Prime Rate.

     Borrowings under the term loan facility are secured by a lien on substantially all of MV Partners' assets and properties, though such lien is
expressly made subject to the net profits interest. MV Energy and VAP-I are guarantors under the term loan facility. The term loan facility also
contains restrictive covenants that may limit MV Partners' ability to, among other things, pay dividends, incur additional indebtedness, sell
assets, make loans to others, make investments, enter into mergers, incur liens and engage in certain other transactions without the prior
consent of the lenders. The term loan facility also requires MV Partners to maintain a consolidated fixed charge coverage ratio of not less than
1.25 to

                                                                      MV-18
1.0. The consolidated fixed charge coverage ratio is defined to exclude any expense resulting from any mark to market accounting under
SFAS 133.

Contractual Obligations

     A summary of MV Partners' contractual obligations as of September 30, 2006 is provided in the following table.

                                                                                   Payments Due By Period (in thousands)

                                                                                       Less than                                  More than
                                                                   Total                1 year         1-3 years      3-5 years    5 years

Long-term debt                                                $      83,000        $       3,000   $       80,000    $      —     $      —
Asset retirement obligation                                           7,425                   —                —            —         7,425
Hedge and other derivative agreements                                12,046                2,988            8,642          416           —

    Total                                                     $     102,471        $       5,988   $       88,642    $     416    $   7,425

Off-balance Sheet Arrangements

     As of September 30, 2006, MV Partners had no off-balance sheet arrangements and currently has no intention to establish any off-balance
sheet arrangements.

New Accounting Pronouncements

      On March 30, 2005, the FASB issued FIN No. 47— Accounting for Conditional Asset Retirement Obligations . This interpretation
clarifies that the term "conditional asset retirement obligation" as used in SFAS No. 143 refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control
of the entity incurring the obligation. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists
about the timing and/or method of settlement. Thus, the timing and/or method of settlement may be conditional on a future event. Accordingly,
an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be
reasonably estimated. Uncertainty about the timing and/or method of settlement of a conditional asset retirement obligation should be factored
into the measurement of the liability, rather than the timing of recognition of the liability, when sufficient information exists. FIN No. 47 was
effective for MV Partners at the end of the fiscal year ended December 31, 2005. MV Partners does not expect the application of FIN No. 47 to
have a significant impact on its financial position or results of operations.

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections . SFAS No. 154 supersedes SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements , and APB Opinion No. 20, Accounting Changes. SFAS No. 154 requires,
unless impracticable, retrospective application to prior periods' financial statements of changes in accounting principle. The provisions of SFAS
No. 154 also require that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a
change in accounting estimate affected by a change in accounting principle. SFAS No. 154 is effective for all accounting changes made in
fiscal years beginning after December 15, 2005.

     In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects
of Prior Year Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires analysis of misstatements using both an
income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time
cumulative effect transition adjustment. We have applied the guidance of SAB No. 108 for all periods presented.

                                                                           MV-19
     In September 2006, the FASB finalized SFAS No. 157, "Fair Value Measurements," which will become effective in 2008. SFAS No. 157
defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements; however, it does
not require any new fair value measurements. The provisions of SFAS No. 157 will be applied prospectively to fair value measurements and
disclosures in our financial statements beginning in the first quarter of 2008. The adoption of SFAS No. 157 is not expected to have a material
impact on our consolidated financial position or results of operations.

Quantitative and Qualitative Disclosure About Market Risk

     The primary objective of the following information is to provide forward-looking quantitative and qualitative information about MV
Partners' potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in oil and natural gas
prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably
possible losses. This forward-looking information provides indicators of how MV Partners views and manages its ongoing market risk
exposures. All of its market risk sensitive instruments were entered into for purposes other than speculative trading.

     Commodity Price Risk

     MV Partners' major market risk exposure is in the pricing applicable to its oil and natural gas production. Realized pricing is primarily
driven by the spot market prices applicable to its oil production and the prevailing price for natural gas. Pricing for oil production has been
volatile and unpredictable for several years, and it expects this volatility to continue in the future. The prices it receives for oil and natural gas
production depend on many factors outside of its control.

      MV Partners has entered into hedging arrangements with respect to a portion of its projected oil production through various transactions
that hedge the future prices received. These transactions are typically price swaps whereby it will receive a fixed price for its production and
pay a variable market price to the contract counterparty. These hedging activities are intended to support oil prices at targeted levels and to
manage its exposure to oil price fluctuations.

     Based on an oil price of $62.91 per Bbl as of September 30, 2006, the fair value of its hedge positions for 2006 was a liability of
$11.7 million, which it owed to the counterparty. A 10% increase in the index oil price above the September 30, 2006 price for oil would
increase the liability by $17.8 million; conversely, a 10% decrease in the index oil price would decrease the liability by $17.8 million.

     MV Partners also entered into a collar agreement. As of September 30, 2006, the fair market value of its collar agreement was a liability of
$0.3 million. The hedges and other derivative arrangements for the remainder of 2006 and through December 2010 are summarized in the table
presented above under "—Liquidity and Capital Resources—Cash Flow from Operating Activities."

     Interest Rate Risks

     At September 30, 2006, MV Partners had debt outstanding under its bank credit facility of $83.0 million. The weighted average annual
interest rate under the bank credit facility for the nine months ended September 30, 2006 was 6.6%. If prevailing market interest rates had been
1% higher as of September 30, 2006, and all other factors affecting MV Partners' debt remained the same interest expense on an annual basis
would have been $0.8 million higher.

                                                                        MV-20
                                                          MV Partners, LLC
                                                     Index to Financial Statements


Historical Financial Statements of MV Partners, LLC:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2004 and 2005 and as of September 30, 2006 (unaudited)

Statements of Earnings for the Years Ended December 31, 2003, 2004 and 2005 and for the Nine Months Ended September 30, 2005 and 2006
(unaudited)

Statements of Changes in Partners' Capital (Deficit) for the Years Ended December 31, 2004, 2005 and 2006 and for the Nine Months Ended
September 30, 2006 (unaudited)

Statements of Cash Flows for the Years Ended December 31, 2003, 2004 and 2005 and for the Nine Months Ended September 30, 2005 and
2006 (unaudited)

Notes to Financial Statements

Unaudited Pro Forma Financial Information:

Introduction

Unaudited Pro Forma Balance Sheet at September 30, 2006

Unaudited Pro Forma Statements of Earnings for the Year Ended December 31, 2005 and for the Nine Months Ended September 30, 2006

Notes to Unaudited Pro Forma Financial Information

                                                                 MVF-1
                                          Report of Independent Registered Public Accounting Firm

To the Members of
MV Partners, LLC

     We have audited the accompanying balance sheets of MV Partners, LLC (formerly MV Partners, LP) (the "Partnership") as of
December 31, 2004 and 2005 and the related statements of earnings, changes in partners' capital (deficit) and cash flows for each of the three
years in the period ended December 31, 2005. These financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MV Partners,
LLC as of December 31, 2004 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in note H to the financial statements, in 2003 the Partnership adopted Statement of Financial Accounting Standards No. 143,
"Accounting for Asset Retirement Obligations."

/s/ Grant Thornton LLP
Grant Thornton LLP

Wichita, Kansas
August 8, 2006

                                                                      MVF-2
                                                                              MV Partners, LLC

                                                                              BALANCE SHEETS

                                                                                                December 31,

                                                                                                                                    September 30,
                                                                                                                                        2006

                                                                                        2004                   2005

                                                                                                                                     (unaudited)


                                                                         ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                       $        3,392,198     $        7,195,848     $           12,438,387
  Accounts receivable—oil and gas sales                                                    3,964,810              4,975,031                  5,083,863
  Due from limited partner                                                                        —                 317,223                         —
  Prepaid expenses                                                                            92,342                 81,937                     70,130

       Total current assets                                                                7,449,350             12,570,039                 17,592,380

OIL AND GAS PROPERTIES                                                                    91,473,017             93,023,277                 93,804,260
  Less accumulated depreciation, depletion and amortization                               34,616,375             37,739,074                 39,770,555

                                                                                          56,856,642             55,284,203                 54,033,705
OTHER ASSETS
  Deferred offering costs                                                                          —                      —                    981,055
  Deferred loan costs, net of accumulated amortization of $256,647 in 2004,
  $-0- in 2005 and $112,500 in 2006                                                            130,654                448,729                  336,229

                                                                                               130,654                448,729                 1,317,284

                                                                                  $       64,436,646     $       68,302,971     $           72,943,369


                                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)/MEMBERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable
      Trade                                                                       $           48,521     $          110,334     $               310,900
      Related parties                                                                      1,287,966              1,520,690                   2,987,493
      Due to general partner/Class A member                                                       —                 531,234                     531,234
  Settlement payable on oil swap agreements                                                1,290,336              1,592,210                      61,801
  Accrued interest                                                                           186,604                132,000                      76,083
  Current maturities of note payable                                                              —              10,000,000                   3,000,000
  Hedge and other derivative agreements                                                   10,750,843             10,868,201                   2,988,371

       Total current liabilities                                                          13,564,270             24,754,669                   9,955,882

LONG-TERM LIABILITIES , less current maturities
  Note payable                                                                            25,000,000             80,000,000                 80,000,000
  Asset retirement obligation                                                              7,868,746              7,695,180                  7,425,074
  Hedge and other derivative agreements                                                    2,306,806              4,097,769                  9,058,010

       Total long-term liabilities                                                        35,175,552             91,792,949                 96,483,084

PARTNERS' CAPITAL (DEFICIT)/MEMBERS' DEFICIT
  General partner/Class A member
     Capital account                                                                       1,634,524            (17,063,375 )               (11,744,261 )
     Accumulated other comprehensive loss                                                         —              (7,058,949 )                (5,003,538 )
  Limited partner/Class B member
     Capital account                                                                      27,119,949            (17,063,374 )               (11,744,260 )
     Accumulated other comprehensive loss                                                (13,057,649 )           (7,058,949 )                (5,003,538 )

                                                                                          15,696,824            (48,244,647 )               (33,495,597 )

                                                                                  $       64,436,646     $       68,302,971     $           72,943,369



                                                  The accompanying notes are an integral part of these statements.

                                                                                      MVF-3
                                                                MV Partners, LLC

                                                     STATEMENTS OF EARNINGS

                                                                                                                   Nine months ended
                                                          Year ended December 31,                                    September 30,

                                          2003                      2004                2005                2005                       2006

                                                                                                         (unaudited)              (unaudited)


Revenue
  Oil and gas sales              $        28,036,399        $       30,825,753      $   35,954,916   $      25,738,653       $         35,281,027
  Interest income                             10,352                     7,240             207,392              46,896                    229,033
  Gain on sale of assets                          —                    212,058                  —                   —                          —

                                          28,046,751                31,045,051          36,162,308          25,785,549                 35,510,060

Costs and expenses
  Lease operating                         14,859,677                15,287,658          17,157,995          12,761,500                 14,749,464
  Depreciation, depletion and
  amortization                             5,046,207                 4,251,712           3,792,625           2,946,389                  2,396,646
  General and administrative                 446,439                   448,426             497,710             361,830                    452,041
  Loss on sale of assets                      17,106                        —               88,539              79,496                      5,498
  Interest                                   676,774                   716,645           1,499,960             847,903                  4,268,183

                                          21,046,203                20,704,441          23,036,829          16,997,118                 21,871,832

Net earnings before accounting
change                                     7,000,548                10,340,610          13,125,479           8,788,431                 13,638,228
Cumulative effect of change in
accounting principle                             89,669                      —                 —                       —                        —

Net earnings                     $         7,090,217        $       10,340,610      $   13,125,479   $       8,788,431       $         13,638,228

                                     The accompanying notes are an integral part of these statements.

                                                                     MVF-4
                                                                                   MV Partners, LLC

                             STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)/MEMBERS' DEFICIT

                                                      Years ended December 31, 2003, 2004 and 2005 and for
                                                   the nine-month period ended September 30, 2006 (unaudited)

                                                                            General partner/                                 Limited partner/
                                                                            Class A member                                   Class B member

                                                                                        Accumulated                                      Accumulated
                                                                                           other                                            other
                                                                Capital                comprehensive             Capital                comprehensive
                                                                (deficit)                   loss                 (deficit)                   loss                 Total

Balance at January 1, 2003                                  $       1,835,689 $                         — $         31,837,957 $                 (3,668,759 ) $     30,004,887

Partners' distributions                                             (1,010,000 )                        —            (9,690,000 )                        —         (10,700,000 )

Comprehensive income
   Net earnings for the year                                          723,674                           —            6,366,543                           —           7,090,217
   Reclassification adjustment for realized losses on
   swap transactions                                                          —                         —                     —                   7,442,801          7,442,801
   Change in fair value of swap agreements                                    —                         —                     —                 (10,717,036 )      (10,717,036 )

            Total comprehensive income                                                                                                                               3,815,982

Balance at December 31, 2003                                        1,549,363                           —           28,514,500                   (6,942,994 )       23,120,869

Partners' distributions                                             (1,152,500 )                        —          (10,497,500 )                         —         (11,650,000 )

Comprehensive income
   Net earnings for the year                                        1,237,661                           —            9,102,949                           —          10,340,610
   Reclassification adjustment for realized losses on
   swap transactions                                                          —                         —                     —                  14,402,644         14,402,644
   Change in fair value of swap agreements                                    —                         —                     —                 (20,517,299 )      (20,517,299 )

            Total comprehensive income                                                                                                                               4,225,955

Balance at December 31, 2004                                        1,634,524                           —           27,119,949                  (13,057,649 )       15,696,824

Partners' contributions                                            12,448,422                           —           12,448,422                           —          24,896,844

Partners' distributions                                           (26,573,077 )                         —          (74,330,468 )                         —        (100,903,545 )

Comprehensive income
   Net earnings for the year
       Regular allocation                                           1,483,836                           —           11,641,643                           —          13,125,479
       Agreed to reallocation                                        (420,555 )                         —              420,555                           —                  —
   Unrealized losses on swap transactions
       Reclassification adjustment for realized losses on
       swap transactions                                                      —                   245,977                     —                  21,224,822         21,470,799
       Change in fair value of swap agreements                                —                    64,731                     —                 (22,595,779 )      (22,531,048 )
       Agreed to reallocation of accumulated other
       comprehensive loss existing at September 30,
       2005                                                                   —                  (915,853 )                   —                    915,853                  —

            Total comprehensive income                                                                                                                              12,065,230

Reallocation of partners' capital due to change in
ownership percentages effective December 31, 2005                   (5,636,525 )                (6,453,804 )         5,636,525                    6,453,804                 —

Balance at December 31, 2005                                      (17,063,375 )                 (7,058,949 )       (17,063,374 )                 (7,058,949 )      (48,244,647 )

Partners' distributions (unaudited)                                 (1,500,000 )                        —            (1,500,000 )                        —          (3,000,000 )

Comprehensive income (unaudited)
   Net earnings for the period                                      6,819,114                           —            6,819,114                           —          13,638,228
   Reclassification adjustment for realized losses on
   swap transactions                                                          —                  7,133,832                    —                   7,133,832         14,267,664
   Change in fair value of swap agreements                                    —                 (5,078,421 )                  —                  (5,078,421 )      (10,156,842 )

            Total comprehensive income                                                                                                                              17,749,050

Balance at September 30, 2006 (unaudited)                   $     (11,744,261 ) $               (5,003,538 ) $     (11,744,260 ) $               (5,003,538 ) $    (33,495,597 )
The accompanying notes are an integral part of these statements.

                            MVF-5
                                                                             MV Partners, LLC

                                                                  STATEMENTS OF CASH FLOWS

                                                                                                                                                 Nine months ended
                                                                                   Year ended December 31,                                         September 30,

                                                                  2003                      2004                  2005                       2005                    2006

                                                                                                                                          (unaudited)             (unaudited)


Cash flows from operating activities
   Net earnings                                               $      7,090,217       $        10,340,610      $     13,125,479        $         8,788,431     $       13,638,228
   Adjustments to reconcile net earnings to net cash
   provided by operating activities
        Depreciation, depletion and amortization                     5,046,207                 4,251,712             3,792,625                  2,946,389               2,396,646
        Cummulative effect of accounting change                        (89,669 )                      —                     —                          —                       —
        Unrealized loss on derivative agreements included
        in net earnings                                                     —                          —                  848,072                273,846                1,191,233
        (Gain) loss on sale of assets                                   17,106                   (212,058 )                88,539                 79,496                    5,498
        Settlements of asset retirement obligations                   (130,193 )                  (62,925 )              (185,123 )              (92,562 )               (127,476 )
        Other                                                          (49,560 )                       —                       —                      —                        —
        Change in operating assets and liabilities
            Accounts receivable                                        605,971                (1,046,362 )          (1,727,444 )               (1,332,997 )               208,391
            Prepaid expenses                                            (7,095 )                  (1,766 )              10,405                    (51,048 )                11,807
            Accounts payable                                           360,156                  (337,255 )             425,771                  1,049,398               1,667,369
            Accrued interest                                           (33,273 )                  53,340               (54,604 )                 (186,604 )               (55,917 )
            Settlement payable on oil swap agreements                 (154,071 )                 705,022               301,874                    718,869              (1,530,409 )

               Net cash provided by operating activities            12,655,796                13,690,318            16,625,594                12,193,218              17,405,370
Cash flows from investing activities
   Purchase of oil and gas properties                               (1,108,463 )              (1,380,257 )          (1,894,933 )               (1,387,917 )            (1,050,575 )
   Well development costs                                             (172,427 )                (297,140 )            (380,778 )                 (350,087 )              (131,201 )
   Proceeds from sale of oil and gas properties                         67,971                   315,962               119,163                    105,000                      —

        Net cash used in investing activities                       (1,212,919 )              (1,361,435 )          (2,156,548 )               (1,633,004 )            (1,181,776 )
Cash flows from financing activities
   Partners' distributions                                         (10,700,000 )             (11,650,000 )         (75,206,701 )               (9,350,000 )            (3,000,000 )
   Proceeds from long term debt                                             —                         —            115,000,000                 38,133,298                      —
   Payments of long term debt                                               —                         —            (50,000,000 )              (25,000,000 )            (7,000,000 )
   Payment of deferred loan costs                                       (1,614 )                 (76,676 )            (458,695 )                  (39,875 )                    —
   Payment of deferred offering costs                                       —                         —                     —                          —                 (981,055 )

        Net cash provided by (used in) financing activities        (10,701,614 )             (11,726,676 )         (10,665,396 )                3,743,423             (10,981,055 )

Net increase in cash and cash equivalents                              741,263                   602,207             3,803,650                14,303,637                5,242,539
Cash and cash equivalents, beginning of period                       2,048,728                 2,789,991             3,392,198                 3,392,198                7,195,848

Cash and cash equivalents, end of period                      $      2,789,991       $         3,392,198      $      7,195,848        $       17,695,835      $       12,438,387

Supplemental cash flow information
   Cash paid during the period for interest                   $          710,047     $           663,305      $      1,554,564        $         1,033,697     $         4,324,100
Noncash investing and financing information
   Issuance of note payable to general partner in lieu of
   cash distribution                                          $              —       $                 —      $     24,896,844        $                 —     $                 —
   Conversion of notes payable to partners capital                           —                         —            24,896,844                          —                       —
   Accrued distributions at year end                                         —                         —               800,000                          —                       —
   Asset retirement cost and obligation recorded upon
   drilling of new oil and gas wells                                     103,955                   48,508                327,943                 163,972                    49,740
   Decrease in asset retirement cost and obligation due
   to changes in timing of estimated cash flows                          767,719                   65,988                553,540                 276,770                 372,520


                                                     The accompanying notes are an integral part of these statements.

                                                                                         MVF-6
                                                                MV Partners, LLC

                                                   NOTES TO FINANCIAL STATEMENTS

                                          For the years ended December 31, 2003, 2004 and 2005
                            (information for the nine months ended September 30, 2005 and 2006 is unaudited)

NOTE A—SUMMARY OF ACCOUNTING POLICIES

     A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

     1.   History and business activity

      MV Partners, LP. (the "Partnership") was organized March 10, 1998 between MV Energy, LLC, the general partner, and TIFD III-X, Inc,
the limited partner, to engage in acquisition, exploration, development and production of oil and gas. During 2002, TIFD III-X, Inc. transferred
its partnership interest to Aircraft Services Corporation, a related entity. During 2005, Aircraft Services Corporation sold its partnership interest
to VAP-I, LLC. The Partnership is a working interest owner in oil and gas properties in Colorado, Oklahoma and Kansas.

     Effective August 1, 2006, the Partnership was converted to a limited liability company and the name was changed to MV Partners, LLC.
This conversion is not considered a change in reporting entity under accounting principles generally accepted in the United States of America
and therefore capital balances in the accompanying financial statements which existed prior to the date of conversion continue to reflect the
capital accounts of the entity as a limited partnership. Subsequent to the date of conversion such balances are reflected as members' equity
(deficit). The Class A member (former general partner) and Class B member (former limited partner) have substantially identical rights and
obligations to one another, including equal sharing of revenues and expenses. The Class A member serves as the manager of MV
Partners, LLC. MV Partners, LLC is scheduled to be dissolved on December 31, 2028.

     Partnership revenues and costs were generally allocated 95% to the limited partner and 5% to the general partner prior to Payout 1 except
for hedging gains and losses which were generally allocated 100% to the limited partner. Payout 1 occurred on the last day of the month during
which the total cash distributions paid to the limited partner discounted at 11% annually compounded monthly equaled the capital contributions
paid by the limited partner. Subsequent to Payout 1 and prior to Payout 2, revenues and costs were to be allocated 60% to the limited partner
and 40% to the general partner with Payout 2 occurring the last day of the month during which the total cash distribution paid to the limited
partner discounted at 15% annually compounded monthly equaled the capital contributions paid by the limited partner. After Payout 2,
revenues and costs are allocated 50% to the limited partner and 50% to the general partner. As a result of the distribution made to the limited
partner during December 2005, both Payout 1 and Payout 2 occurred. The occurrence of Payout 1 and Payout 2 was effective December 31,
2005, thus revenues and costs were allocated 95% to the limited partner and 5% to the general partner throughout 2005. As a result of Payout 1
and 2 occurring during 2005 as described above, future cash distributions will be allocated 50% to the general partner and 50% to the limited
partner. The partners have agreed to make a special reallocation as of December 31, 2005 to equalize the general partner and limited partner
capital accounts. Such reallocation is shown in the accompanying statements of changes in partners' capital (deficit).

     2.   Interim financial statements

     The financial information as of September 30, 2006 and for the nine months ended September 30, 2005 and 2006 is unaudited. In the
opinion of management, such information contains all adjustments, consisting only of normal recurring accruals, considered necessary for a fair
presentation of the results of the interim periods, except that the results of operations for the nine months ended September 30,

                                                                      MVF-7
2006 include a charge for $592,708 that represents ad valorem tax expense for the prior year that was not accrued at December 31, 2005. MV's
management does not expect that the correction of this error will be material to the financial statements for the year ended December 31, 2006.
The results of operations for the nine month period ended September 30, 2006 are not necessarily indicative of the results of operations that
will be realized for the year ended December 31, 2006.

     3.   Oil and gas properties

    The Partnership follows the successful efforts method of accounting for oil and gas property acquisition, exploration, development and
production activities.

     Oil and gas property acquisition costs, exploration well costs and development well costs are capitalized as incurred. Net capitalized costs
of unproven property and exploration well costs are reclassified as proved property and well costs when related proved reserves are found. If an
exploration well is unsuccessful in finding proved reserves, the capitalized well costs are charged to exploration expense. Other exploration
costs, including geological and geophysical costs, and the costs of carrying unproved property are charged to exploration expense as incurred.

     Producing leasehold costs are amortized by property using the unit-of-production method based upon total estimated proved reserves.
Capitalized exploration well costs and development costs and lease equipment (plus estimated future equipment dismantlement, surface
restoration, and property abandonment costs, net of equipment salvage values) are amortized by property using the unit-of-production method
based on estimated proved developed reserves. Due to uncertainties inherent in this estimation process, it is at least reasonably possible that
reserve quantities will be revised in the near term.

     The Partnership reviews its long-lived assets, including its oil and gas properties, for impairment whenever events or circumstances
indicate that the carrying amount of an asset may not be recoverable. The Partnership determines whether an impairment has occurred by
estimating the undiscounted expected future net cash flows of its oil and gas properties at a field level and compares such cash flows to the
carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. For those oil and gas properties for which the
carrying amount exceeds the undiscounted estimated future cash flows, an impairment is determined to exist. The carrying amount of such
properties is adjusted to their estimated net fair value based on relevant market information or discounted cash flows.

    Costs of retired, sold or abandoned properties that constitute a part of an amortization base are charged or credited, net of proceeds, to the
accumulated depreciation, depletion and amortization reserve. Gains or losses from the disposal of other properties are recognized currently.
Expenditures for maintenance, repairs and minor renewals necessary to maintain properties in operating condition are expensed as incurred.
Major replacements and renewals are capitalized. All properties are stated at cost.

     4.   Revenue recognition

     Revenues from the sale of oil and gas production are recognized as oil and gas is produced and sold.

                                                                     MVF-8
     5.   Interest income

     Interest income is recognized as earned.

     6.   Derivatives

     The Partnership uses swap and collar agreements to mitigate the effects of fluctuations in the prices of crude oil. These agreements involve
the exchange of amounts based on a fluctuating oil price for amounts based on a fixed oil price over the life of the agreement, without an
exchange of the notional amount upon which the payments are based. The differential paid or received is recognized as an adjustment of oil and
gas revenue.

    The Partnership follows Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities." The Partnership accounts for the derivatives as follows:

     Swap agreements

      The swap agreements qualify as cash flow hedges. As such, all of the Partnership's swap agreements are recorded on the balance sheet at
fair value. For all derivatives designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded as
a component of other comprehensive income (loss) and reclassified into earnings as the underlying hedged item effects earnings. The
ineffective portion of the unrealized gain or loss on the derivative instrument is charged directly to earnings.

     Collar agreements

      The Partnership enters into collar agreements. Under these agreements, the Partnership pays the counterparty if oil prices exceed a defined
ceiling price and the counterparty pays the Partnership if oil prices are less than a defined floor price. These agreements are recorded on the
balance sheet at fair value and the resulting gains or losses are recorded in earnings.

     7.   Accounts receivable

      The Partnership's trade accounts receivable are due primarily from two crude oil dealers. State law requires that receipts for crude oil sales
are paid within one month following the related production and that receipts for natural gas sales are paid within two months following the
related production. The Partnership considers the trade receivables to be fully collectible and has historically not experienced any collection
issues. Accordingly, an allowance for doubtful accounts is not required. If amounts become uncollectible, they will be charged to operations
when that determination is made.

     8.   Cash equivalents

    For purposes of the statements of cash flows, the Partnership considers all highly liquid investments purchased with a maturity of three
months or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value.

     9.   Deferred loan costs

     Deferred loan costs are being amortized over the term of the related loan.

                                                                      MVF-9
     10.    Deferred offering costs

      Deferred offering costs consist of legal, accounting, engineering and other costs associated with the proposed sale of a term net profits
interest in the oil and natural gas properties of the Partnership. If the sale is successful, these costs will be netted against the offering proceeds.
If the sale is unsuccessful, these costs will be reclassified to operations.

     11.    Use of estimates

     In preparing financial statements in conformity with accounting principles generally accepted in the United States of America,
management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates affecting these financial statements include estimates for
quantities of proved oil and gas reserves, asset retirement obligations and others, and are subject to change.

     12.    Income taxes

     Federal and state income taxes are the liability of the individual partners; accordingly, the financial statements do not include any
provision for federal or state income taxes.

     13.    Asset retirement obligations

      Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations," requires that the fair value
of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The liability is measured at discounted fair
value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Such accretion expense is included in
depreciation, depletion and amortization in the accompanying statements of earnings. The corresponding asset retirement costs are capitalized
as part of the carrying amount of the related long-lived asset and amortized over the asset's useful life. The Partnership's asset retirement
obligations are primarily associated with the plugging of abandoned oil wells. SFAS No. 143 was effective for the Partnership January 1, 2003
and it was adopted on that date.

     14.    Recently issued accounting standards

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections . SFAS No. 154 supercedes SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements , and APB Opinion No. 20, Accounting Changes. SFAS No. 154 requires,
unless impracticable, retrospective application to prior periods' financial statements of changes in accounting principle. The provisions of SFAS
No. 154 also require that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a
change in accounting estimate effected by a change in accounting principle. SFAS No. 154 is effective for all accounting changes made in
fiscal years beginning after December 15, 2005.

     In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects
of Prior Year Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires analysis of misstatements using both an
income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides

                                                                       MVF-10
for a one-time cumulative effect transition adjustment. We have applied the guidance of SAB No. 108 for all periods presented.

     In September 2006, the FASB finalized SFAS No. 157, "Fair Value Measurements," which will become effective in 2008. SFAS No. 157
defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements; however, it does
not require any new fair value measurements. The provisions of SFAS No. 157 will be applied prospectively to fair value measurements and
disclosures in our financial statements beginning in the first quarter of 2008. The adoption of SFAS No. 157 is not expected to have a material
impact on our consolidated financial position or results of operations.

NOTE B—OIL AND GAS PROPERTIES

     Oil and gas properties are carried at cost and consist of the following at:

                                                                                            December 31,

                                                                                                                                       September 30,
                                                                                                                                           2006

                                                                                   2004                        2005

                                                                                                                                         (unaudited)


Producing leaseholds                                                    $             65,611,135    $           65,180,888      $                 64,951,478
Lease equipment                                                                       22,661,044                24,260,772                        25,139,964
Well development costs                                                                 3,200,838                 3,581,617                         3,712,818

                                                                                      91,473,017                93,023,277                        93,804,260

Less accumulated depreciation, depreciation and amortization                          34,616,375                37,739,074                        39,770,555

Net oil and gas properties                                              $             56,856,642    $           55,284,203      $                 54,033,705

     The Partnership's oil and gas activities are conducted entirely in the United States. Costs incurred in oil and gas producing activities for the
years ended December 31 and for the nine months ended September 30 are as follows:

                                                                       December 31,                                             September 30,

                                                    2003                    2004                   2005                  2005                      2006

                                                                                                                      (unaudited)               (unaudited)


Property acquisition costs                   $       1,212,418     $        1,428,765      $       2,222,876      $       1,551,889     $           1,100,315
Development costs                                      172,427                297,140                380,778                350,087                   131,201

     Total                                   $       1,384,845     $        1,725,905      $       2,603,654      $       1,901,976     $           1,231,516

                                                                       MVF-11
    The results of operations for oil and gas producing activities, excluding corporate overhead and interest costs for the years ended
December 31 and for the nine months ended September 30 are as follows:

                                                                    December 31,                                          September 30,

                                                  2003                  2004                 2005                  2005                      2006

                                                                                                                (unaudited)               (unaudited)


Revenues from oil and gas sales           $      28,036,399     $       30,825,753    $      35,954,916     $      25,738,653     $         35,281,027
Less
  Lease operating expense                        14,859,677             15,287,658           17,157,995            12,761,500               14,749,464
  Depreciation, depletion, and
  amortization                                     5,046,207             4,251,712            3,792,625             2,946,389                 2,396,646

Income from oil and gas operations        $        8,130,515    $       11,286,383    $      15,004,296     $      10,030,764     $         18,134,917

     Lease operating expense includes those costs incurred to operate and maintain productive wells and related equipment and include costs
such as labor, repairs and maintenance, materials, supplies, fuel consumed and insurance.

     Depreciation, depletion and amortization include costs associated with capitalized acquisitions and development costs.

NOTE C—NOTE PAYABLE

     During 2003, 2004 and part of 2005, the Partnership had a revolving note payable to a bank with a maximum balance outstanding of
$25,000,000. The note's interest rate was adjusted quarterly based upon the bank's base rate plus an applicable margin which was based upon
the Partnership's earnings before interest, taxes, depreciation and amortization ("EBITDA") for the prior quarter. The note's effective rate at
December 31, 2003 and 2004 was 2.53% and 2.79%, respectively. The note was collateralized by a first priority mortgage, security interest and
assignment of production on all of the Partnership's oil and gas properties.

      At September 30, 2005, the Partnership refinanced the note payable with a finance company for $25,000,000. The note's interest rate was
adjusted quarterly based upon the bank's base rate plus an applicable margin which was based upon the Partnership's EBITDA, as defined in
the agreement, for the prior quarter. The note was collateralized by a first priority mortgage, security interest and assignment of production on
all of the Partnership's oil and gas properties.

     On December 21, 2005, through a series of transactions in connection with the Limited Partner ownership change (see Note G), the
Partnership refinanced their debt with another lender and borrowed an additional $65,000,000, bringing the total borrowings to $90,000,000.
The note's interest rate is adjusted quarterly based upon the bank's base rate plus an applicable margin which is based upon the Partnership's
EBITDA, as defined in the agreement, for the prior quarter. The note's effective rate at December 31, 2005 was 6.60%. Interest is payable
quarterly. The note is collateralized by a first priority mortgage, security interest and assignment of production on all of the Partnership's oil
and gas properties and matures December 19, 2008. Below are further details of the Partnership's credit agreement with the primary lender at
December 31, 2005.

                                                                      MVF-12
     Borrowing Base:

     The Partnership's initial borrowing base is $95 million. The borrowing base is reduced to $90 million on July 1, 2006 and $85 million on
January 1, 2007. The borrowing base thereafter is determined periodically by the lender. The Partnership must maintain $5 million of
availability under the borrowing base at all times and has classified $10 million of the outstanding borrowings as a current liability at
December 31, 2005. The Partnership pays a fee of 0.125% to 0.375% on the unused portion of the borrowing base depending upon the portion
of the borrowing base utilized by the Partnership.

     Letters of Credit:

     The credit agreement with the Partnership's primary lender provides for the issuance of letters of credit. When the lender issues a letter of
credit, an initial fee is charged and a quarterly fee is charged for the amount available on the letter of credit. If the Partnership's primary lender
honors a letter of credit, the lender may require immediate collateralization of cash to cover such drawing and interest will be due based upon
the Eurodollar rate plus an applicable margin of 1.00% to 1.75% depending upon the amount of the Partnership's borrowing base currently
being used. At December 31, 2005, the Partnership did not have any outstanding Letters of Credit with the Partnership's primary lender.

     Swing Line Loan:

    The Partnership has a revolving credit facility. This revolving facility is completely discretionary by the lender. The swing line loans are
based upon the Bank's base rate plus an applicable margin of 0% to 0.75% based upon the unused portion of the borrowing base. At
December 31, 2005, the Partnership did not have an outstanding balance on the Swing Line Loan.

     Aggregate Commitment Amount:

     The total of all commitments for the Borrowing Base, Letters of Credit and Swing Line Loan can not exceed $200 million.

     The Partnership is subject to certain financial covenants associated with the borrowings including current ratio and interest coverage ratio
requirements. In addition, the Partnership is required to enter into swap agreements in the future to cover 90% of the next three years of
estimated production with a fixed price per barrel of a minimum of $55. The bank determined compliance with the 90% hedging requirement
based on the engineering estimates in existence at the time the financial covenants were established. The bank has not required the Partnership
to increase the hedged quantities as revised engineering estimates have been prepared. The Partnership is in compliance with the required debt
covenants at December 31, 2005 and September 30, 2006 (unaudited).

NOTE D—FINANCIAL INSTRUMENTS

     The Partnership uses swap and collar agreements to reduce the effects of fluctuations in crude oil prices. At December 31, 2005, the
Partnership's hedging activities included swap agreements maturing through the year 2008 (2010 at September 30, 2006 (unaudited)). Under
these arrangements, the Partnership will effectively receive fixed prices for the oil production hedged. The price source for the

                                                                       MVF-13
commodity type hedge is the New York Mercantile Exchange for the monthly activity. The agreements covered 838,427 barrels, 830,520
barrels and 771,368 barrels of crude oil production in the years ended December 31, 2003, 2004 and 2005, respectively. The Partnership
produced 1,197,847 barrels of crude oil in 2003, 1,126,812 barrels of crude oil in 2004 and 1,057,906 barrels of crude oil in 2005. The
Partnership had agreements covering 585,213 barrels and 654,615 barrels of crude oil production in the nine months ended September 30, 2005
and 2006, respectively (unaudited). The Partnership produced 788,223 barrels and 771,230 barrels of crude oil in the nine months ended
September 30, 2005 and 2006 respectively (unaudited).

     Gains and losses on the hedging transactions are recognized when the hedged production is sold and, through September 29, 2005,
allocated 100% to the limited partner. Subsequent to September 29, 2005, the gains and losses on the hedging transaction were allocated as
shown in Note I. The Partnership recorded a hedging loss of $7,442,801, $14,402,644 and $21,470,799 in 2003, 2004 and 2005, respectively,
which is reflected as a reduction of oil and gas sales in the statements of earnings. The Partnership reduced oil and gas sales to record hedging
losses of $16,551,249 and $14,267,664 for the nine months ended September 30, 2005 and 2006, respectively (unaudited). In addition, the
Partnership has recorded income of $59,539 for the year ended December 31, 2003, a loss of $848,072 for the year ended December 31, 2005
and a loss of $863,017 for the nine months ended September 30, 2006 (unaudited), which reflects the ineffective portion of the unrealized gain
or loss on the hedge at December 31, 2003 and 2005 and September 30, 2006, respectively. These gains and losses have also been reflected as
an increase or decrease of oil and gas sales in the December 31, 2003 and 2005 and the September 30, 2006 statements of earnings.

    The notional volume and fair market value of outstanding swap agreements at December 31, 2004 and 2005 and September 30, 2006
(unaudited) are as follows:

2004

                                                       Notional
                                      Year             volume           Fixed price       Fair value

                                         2005         394,489 Bbls     $     23.82    $       (7,451,518 )
                                                      376,879 Bbls           33.60            (3,299,325 )

                                         2006         359,565 Bbls           33.60            (2,306,806 )

                                                                                      $     (13,057,649 )


                                                                     MVF-14
2005

                                                   Notional
                                    Year           volume             Fixed price          Fair value

                                      2006       359,565 Bbls    $            33.60   $     (10,481,507 )
                                                 168,000 Bbls           59.14-59.60            (644,937 )
                                                 335,320 Bbls                 63.96             258,243

                                      2007       192,000 Bbls           58.25-58.60             (999,696 )
                                                 495,000 Bbls           63.16-65.12               54,918

                                      2008       374,000 Bbls           56.39-56.58           (2,308,106 )
                                                 360,000 Bbls                 60.70             (869,640 )
                                                  45,000 Bbls                 62.99               24,755

                                                                                      $     (14,965,970 )


2006 (Unaudited)

                                                   Notional
                                    Year           volume             Fixed price          Fair value

                                      2006        42,000 Bbls    $     59.14-59.60    $         (198,946 )
                                                 166,270 Bbls                63.96                (6,591 )

                                      2007       192,000 Bbls          58.25-58.60            (1,781,677 )
                                                 495,000 Bbls          63.16-65.12            (1,815,409 )

                                      2008       374,000 Bbls          56.39-56.58            (4,172,568 )
                                                 360,000 Bbls                60.70            (2,630,970 )
                                                  45,000 Bbls                62.99              (241,965 )

                                      2009       480,000 Bbls          64.30-64.60            (1,153,904 )
                                                 198,000 Bbls                70.57               553,354

                                      2010       444,000 Bbls          63.30-63.80              (746,109 )
                                                 193,800 Bbls                68.65               476,619



                                                                                      $     (11,718,166 )



      During the year ending December 31, 2005, the Partnership has also entered into a collar transaction covering 120,000 barrels of oil
during 2007 under which the Partnership will receive payments if oil prices fall below $61 per barrel or make payments if oil prices rise above
$68 per barrel. The collar had a nominal fair value at December 31, 2005 and ($328,215) at September 30, 2006 (unaudited), which is included
in oil swap agreements in the accompanying balance sheets. The resulting loss of $328,215 for the nine months ended September 30, 2006
(unaudited) is reflected as a decrease to oil and gas sales in the accompanying statement of earnings.

                                                                     MVF-15
     The Partnership's swap and collar agreements expose it to market and credit risks that may at times be concentrated with certain
counterparties or groups of counterparties. Counterparties to the Partnership's financial instruments are major financial institutions and an
energy company, and their credit worthiness is subject to continuing review, however, full performance is anticipated. The carrying values of
the Partnership's other financial instruments (cash equivalents and note payable) approximate their fair values. The estimated amount of
unrealized loss at December 31, 2005 expected to be reclassified into earnings in the next 12 months is $10,544,349.

NOTE E—RELATED PARTIES

     MV Energy, LLC, the sole manager, is comprised of two independent oil companies who serve as the operator of the oil and gas wells of
the Partnership. Below is a summary of the transactions that occurred between the Partnership and the operators:

                                                                            December 31,                                              September 30,

                                                         2003                   2004                  2005                     2005                        2006

                                                                                                                            (unaudited)                 (unaudited)


      Lease operating expense incurred              $     12,801,668    $          12,908,370   $          13,965,723   $        10,292,026     $            12,870,788
      Capitalized lease equipment and producing
      leaseholds costs incurred                            1,004,679                1,277,268               1,863,349             1,376,171                       911,369
      Payment of well development costs                      172,427                  297,140                 380,778               350,087                       131,201
      Payment of management fees                              60,000                   60,000                  60,000                45,000                        45,000
      Sale of natural gas                                    554,270                  549,128                 542,501               349,711                       413,205
      Purchase of working interest                                —                    70,575                      —                     —                             —

     The members of the Partnership's sole manager, MV Energy, LLC and certain members of the Partnership's limited partner, VAP-I, LLC,
have a minority ownership interest in two of the Partnership's customers.

      A summary of sales and trade receivables with these two customers follows:

                                                                    December 31,                                                          September 30,

                                                  2003                  2004                        2005                       2005                           2006

                                                                                                                            (unaudited)                    (unaudited)


 Sales(1)
    Eaglwing, L.P.                           $    20,321,668    $       26,756,152          $       35,290,153          $      25,738,338           $         37,414,703
    SemCrude, L.P.                                10,445,956            13,764,683                  17,628,316                 12,263,152                      8,356,274

                                             $    30,767,624    $       40,520,835          $       52,918,469          $      38,001,490           $         45,770,977


 Trade receivables
    Eaglwing, L.P.                           $     1,724,229    $           2,362,788       $        2,902,791          $        3,279,699          $             4,635,251
    SemCrude, L.P.                                   879,529                1,214,575                1,624,013                   1,507,962                            5,597

                                             $     2,603,758    $           3,577,363       $        4,526,804          $        4,787,661          $             4,640,848

(1)
        Sales amounts shown above are prior to reductions for realized losses on swap transactions.

                                                                            MVF-16
     A summary of the Partnership's outstanding swap agreements with SemCrude, L.P. are as follows: (The Partnership had no related party
contracts at December 31, 2004.)

                                                                                    December 31,          September 30,
                                                                                        2005                  2006
                                        Notional               Fixed                    Fair                   Fair
                      Year              volume                 price                   value                  value

                                                                                                           (unaudited)


                         2007          495,000 Bbls     $      63.16-65.12      $           54,918 $           (1,815,409 )
                         2008          360,000 Bbls                  60.70                (869,640 )           (2,630,970 )
                                        45,000 Bbls                  62.99                  24,755               (241,965 )

                                                                                $         (789,967 ) $         (4,688,344 )


     At December 31, 2005 and September 30, 2006 (unaudited), the Partnership had an outstanding collar transaction with SemCrude, L.P.
covering 120,000 barrels of oil during 2007 under which the Partnership will receive payments if oil prices fall below $61 per barrel or make
payments if oil prices rise above $68 per barrel. The fair value of the collar was nominal at December 31, 2005 and ($328,215) at
September 30, 2006 (unaudited).

NOTE F—CONCENTRATION OF CREDIT RISK

     Financial instruments, which potentially subject the Partnership to credit risk, consist primarily of cash, cash equivalents, trade receivables
and swap agreements.

     The Partnership maintains cash and cash equivalents with one financial institution. At times, such amounts may exceed the F.D.I.C. limits.
The Partnership places its cash and cash equivalents with a high credit quality financial institution and believes that no significant concentration
of credit risk exists with respect to these cash investments.

     Trade receivables subject the Partnership to the potential for credit risk with customers. Approximately 90%, 91% and 91% of the
Partnership's trade receivables balance at December 31, 2004 and 2005 and September 30, 2006 (unaudited), respectively, was represented by
two customers. Management continually evaluates the credit worthiness of the customers and believes full payment will be made.

     The Partnership has entered into certain swap agreements as discussed in Note D.

NOTE G—LIMITED PARTNER OWNERSHIP CHANGE

    During 2005, Aircraft Services Corporation sold its limited partnership interest to a newly formed entity—VAP-I, LLC ("VAP"). VAP is
an LLC with five members, one of which is MV Energy, LLC, which has a 37.4% ownership interest.

    In connection with the transaction, the Partnership obtained a loan on December 21, 2005 from a new lender for $90,000,000. The
proceeds from the loan were used to make a cash distribution to VAP of $64,656,706 and to pay off previously existing debt of $25,000,000.
The Partnership also made a distribution to MV Energy, LLC in the form of a note payable for $24,896,844. MV Energy then contributed
$12,448,422 of the note to VAP for its ownership percentage in VAP and contributed the

                                                                       MVF-17
remaining $12,448,422 of the note back to the Partnership as a capital contribution. VAP also contributed their $12,448,422 note to the
Partnership as a capital contribution.

NOTE H—ASSET RETIREMENT OBLIGATION

      The Partnership adopted SFAS No. 143, " Accounting for Asset Retirement Obligations, " effective January 1, 2003. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which the liability is incurred. The
liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Such
accretion expense is included in depreciation, depletion and amortization in the accompanying statements of earnings. The corresponding asset
retirement costs are capitalized as part of the carrying amount of the related long-lived asset and amortized over the asset's useful life. If the fair
value of the estimated asset retirement obligation changes, an adjustment is recorded for both the asset retirement obligation and the asset
retirement cost. The Partnership's asset retirement obligations are primarily associated with the plugging and abandoning of oil and gas
properties.

     The estimated plug and abandon dates change routinely based upon additional engineering data and changes in the price of oil impacting
the date when the well is no longer economically feasible to operate. Those changes in the plug and abandon dates are remeasured on an annual
basis based upon the then current plug and abandon dates of the wells using the original measurement date rates. Asset retirement obligations
on new wells drilled are calculated on their initial measurement date based upon the then current interest rate environment.

     Prior to the adoption of SFAS No. 143, the Partnership determined that the salvage value from well equipment would approximately offset
the cost of plugging and abandoning the well and therefore had not established salvage values on the Partnership's equipment, neither had it
established an asset retirement obligation. In connection with the adoption of SFAS No. 143, the Partnership also established salvage values on
its well equipment and restated accumulated depreciation on such equipment. This resulted in a net increase to equipment of $3,381,793 as of
January 1, 2003. In addition, the Partnership recorded a net asset retirement cost, the balance of which was $4,947,363 at January 1, 2003
($7,469,207 of costs less accumulated depletion of $2,521,844) for a total increase to assets at January 1, 2003 of $8,329,156. The Partnership
also recorded an asset retirement obligation, the balance of which was $8,239,487 as of January 1, 2003, resulting in a cumulative effect of
change in accounting principle of $89,669 in 2003.

                                                                       MVF-18
     The activity in the asset retirement obligation during the years ended December 31 and for the period ended September 30, 2006 is as
follows:

                                                                                      December 31,

                                                                                                                       September 30,
                                                                                                                           2006

                                                                               2004                  2005

                                                                                                                        (unaudited)


          Asset retirement obligation—beginning of period               $       7,708,729 $          7,868,746 $              7,695,180
          Liabilities incurred during the period                                   48,508              327,943                   49,740
          Liabilities settled during the period                                   (62,925 )           (185,123 )               (127,476 )
          Decrease in asset retirement obligation due to changes in
          timing of estimated cash flows                                          (65,988 )           (553,540 )               (372,520 )
          Accretion expense                                                       240,422              237,154                  180,150

          Asset retirement obligation—end of period                     $       7,868,746     $      7,695,180     $          7,425,074


NOTE I—PARTNERSHIP AMENDMENTS AND INCOME ALLOCATIONS

     In conjunction with VAP purchasing the limited partnership interest as described in Note G, all parties agreed to the following:

     –
            Reallocation of $420,555 of 2005 earnings to the limited partner from the general partner

     –
            Reallocation of 5% of the recognized but unrealized swap losses reflected in accumulated other comprehensive loss at
            September 30, 2005 from the limited partner to the general partner

     As part of the Contribution Agreement for the formation of VAP, all parties agreed the hedging gains and losses would no longer be 100%
allocated to the limited partner. Effective September 29, 2005, swap gains and losses are allocated in the same manner as other revenues and
expenses.

      The distribution made on December 21, 2005 (see Note G) was enough to reach Payout 1 and Payout 2, as defined in the partnership
agreement. This caused a change in the sharing of future distributions to 50% limited partner and 50% general partner beginning with the last
day of the month that the distribution occurred (December 31, 2005). The distribution, as described above, was in excess of the amounts in
partners' capital, and in effect, represented a distribution of future earnings. Rather than continuing to allocate future earnings based on pre
Payout 1 and 2 allocations until the partner capital accounts are equalized, the partners agreed to make a special reallocation of partners' capital
for financial statement purposes as of December 31, 2005 to equalize the general partner and limited partner capital accounts. Such reallocation
is shown in the accompanying statements of changes in partners' capital (deficit). As a result, revenues and expenses subsequent to
December 31, 2005 will be allocated 50% to the general partner and 50% to the limited partner. For income tax purposes, the partnership
intends to continue to allocate future earnings based on pre Payout 1 and 2 allocations until the partner accounts are equalized for tax purposes.

                                                                      MVF-19
NOTE J—DISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED)

     The estimates of proved reserves and related valuations were based on the reports of Cawley, Gillespie & Associates, Inc., independent
petroleum and geological engineers, and the contract property management engineering staff of the sole manager of the Partnership, in
accordance with the provisions of SFAS No. 69, Disclosures about Oil and Gas Producing Activities . Users of this information should be
aware that the process of estimating quantities of "proved" and "proved developed" natural gas, natural gas liquids and crude oil reserves is
very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each
reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors, including additional
development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions.
Consequently, material revisions to existing reserve estimates occur from time to time.

                                                                  MVF-20
    The Partnerships' oil and gas reserves are attributable solely to properties within the United States. A summary of the Partnerships'
changes in quantities of proved oil and gas reserves for the years ended December 31, 2003, 2004 and 2005 are as follows:

                                                                                                              Oil                     Gas                NGL
                                                                                                             (Bbls)                  (Mcf)              (Bbls)

                Balance at January 1, 2003                                                                  16,472,230             2,552,088            143,123
                Revisions of previous estimates                                                                307,789              (910,403 )          (26,364 )
                Extensions and discoveries                                                                      13,608                    —                  —
                Production                                                                                  (1,197,847 )            (116,122 )           (2,734 )

                Balance at December 31, 2003                                                                15,595,780             1,525,563            114,025
                Revisions of previous estimates                                                              1,444,657              (282,855 )             (875 )
                Purchase of minerals in place                                                                   16,127                    —                  —
                Extensions and discoveries                                                                         846                    —                  —
                Sales of minerals in place                                                                     (15,448 )                  —                  —
                Production                                                                                  (1,126,812 )            (103,540 )           (4,674 )

                Balance at December 31, 2004                                                                15,915,150             1,139,168            108,476
                Revisions of previous estimates(1)                                                           3,053,651               309,242              5,492
                Sales of minerals in place                                                                      (5,155 )                  —                  —
                Production                                                                                  (1,057,906 )             (89,117 )           (4,575 )

                Balance at December 31, 2005                                                                17,905,740             1,359,293            109,393

                Proved developed reserves:

                December 31, 2003                                                                           14,913,460             1,348,538            114,025


                December 31, 2004                                                                           15,317,009             1,139,168            108,476


                December 31, 2005                                                                           15,888,099             1,062,701            109,393



(1)
       Reserve revisions in 2005 reflect the increase in crude oil prices during the year which has lengthened the economic life of the underlying properties and thereby increased
       recoverable reserves. In addition, in 2005 MV Partners expanded the scope of its maintenance and development project scheduling from a forward range of 24 to 36 months to
       60 months, which also increased recoverable reserves. This expanded scope reflects management's budgeted project activity over the 60 month period commencing January 1, 2006.
       The expanded scope accommodates additional infield drilling, recompletion and workover projects in the El Dorado Area in addition to 14 Bemis infield drilling locations that have
       been further refined by recent 3-D seismic activity.




     The following information was developed using procedures prescribed by SFAS No. 69. The standardized measure of discounted future
net cash flows should not be viewed as representative of the Partnership's current value. It and the other information contained in the following
tables may be useful for certain comparative purposes, but should not be solely relied upon in evaluating the Partnership or its performance.

                                                                                     MVF-21
     The Partnership believes that, in reviewing the information that follows, the following factors should be taken into account:

     •
            future costs and sales prices will probably differ from those required to be used in these calculations;

     •
            actual rates of production achieved in future years may vary significantly from the rates of production assumed in the calculations;

     •
            a 10% discount rate may not be reasonable as a measure of the relative risk inherent in realizing future net oil and gas reserves; and

     •
            income taxes are not taken into consideration because the Partnership is a pass-thru entity for tax purposes.

      Under the standardized measure, future cash inflows were estimated by applying year-end oil and gas prices, adjusted for location and
quality differences, to the estimated future production of year-end proved reserves. Future cash inflows do not reflect the impact of future
production that is subject to open hedge and other derivative positions (see Note D—Financial Instruments). Future cash inflows were reduced
by estimated future development, abandonment and production costs based on year-end costs to arrive at net cash flows. Use of a 10% discount
rate and year-end prices and costs are required by SFAS No. 69.

     In general, management does not rely on the following information in making investment and operating decisions. Such decisions are
based upon a wide range of factors, including estimates of probable and possible as well as proved reserves and varying price and cost
assumptions considered more representative of a range of possible economic conditions that may be anticipated. The standardized measure of
discounted future net cash flows relating to proved oil and gas reserves are as follows at December 31,:

                                                                       2003                     2004                    2005

          Future cash inflows                                 $        486,589,300     $        669,493,400     $      1,050,284,000
          Future costs
            Production                                                (247,548,255 )           (299,008,800 )           (395,987,600 )
            Development and abandonment                                 (3,077,645 )             (3,260,000 )            (16,513,600 )

          Future net cash flows                                        235,963,400              367,224,600              637,782,800
          Less effect of 10% discount factor                          (114,627,000 )           (185,616,900 )           (333,250,300 )

          Standardized measure of discounted future net
          cash flows                                          $        121,336,400     $        181,607,700     $           304,532,500


     Future cash flows as shown above were reported without consideration for the effects of hedge and other derivative transactions
outstanding at each period end. If the effects of hedge and other derivative transactions were included in the computation, then future cash
flows would have decreased by $9,816,900, $14,175,700 and $7,655,100 in 2003, 2004 and 2005, respectively.

                                                                    MVF-22
    The changes in standardized measure of discounted future net cash flows relating to proved oil and gas reserves are as follows:

                                                                          2003                    2004                       2005

         Standardized measure—beginning of year                   $      126,210,000       $      121,336,400     $          181,607,700
             Sales of oil and gas produced, net of production
             costs                                                        (20,559,984 )           (29,940,739 )              (41,115,792 )
             Net change in prices and production costs                      4,428,376              57,356,656                 94,091,763
             Extensions and discoveries                                       132,238                  17,355                         —
             Changes in estimated future development costs                    330,065                (349,338 )              (11,516,747 )
             Development costs incurred during the period
             which reduce future development costs                            120,000                 165,000                         —
             Revisions of previous quantity estimates                       1,084,814              15,933,831                 53,096,437
             Accretion of discount                                         12,621,000              12,133,640                 18,160,770
             Purchase of reserves in place                                         —                  146,696                         —
             Sales of reserves in place                                            —                 (136,766 )                  (22,001 )
             Changes in production rates and other                         (3,030,109 )             4,944,965                 10,230,370

         Standardized measure—end of year                         $      121,336,400       $      181,607,700     $          304,532,500


     Average prices in effect at December 31, 2003, 2004 and 2005 used in determining future net revenues related to the standardized measure
calculation are as follows:

                                                                                      2003            2004            2005

                   Oil (per Bbl)                                                  $       30.55   $      41.46    $     57.79
                   Gas (per Mcf)                                                  $        5.00   $       5.18    $      7.89
                   NGL (per Bbl)                                                  $       21.96   $      34.62    $     43.74

                                                                  MVF-23
                                                               MV Partners, LLC

                                       UNAUDITED PRO FORMA FINANCIAL INFORMATION

      The following unaudited pro forma financial statements have been prepared to illustrate the conveyance of a net profits interest in all the
underlying properties by MV Partners to the Trust and the payment of long-term debt obligations by MV Partners. The unaudited pro forma
balance sheet is presented as of September 30, 2006, giving effect to an issuance of 11,500,000 trust units at $20.00 per unit, the net profits
interest conveyance and the payment of MV Partners' long-term debt obligations as if they occurred on September 30, 2006. The unaudited pro
forma statements of earnings present the historical statements of earnings of MV Partners for the year ended December 31, 2005 and the nine
months ended September 30, 2006, giving effect to the net profits interest conveyance and payment of MV Partners' long-term debt obligations
as if they occurred as of January 1, 2005 reflecting only pro forma adjustments expected to have a continuing impact on the combined results.

     These unaudited pro forma financial statements are for informational purposes only. They do not purport to present the results that would
have actually occurred had the unit offering, net profits interest conveyance, and payment of long-term obligations been completed on the
assumed dates or for the periods presented. Moreover, they do not purport to project MV Partners' financial position or results of operations for
any future date or period.

     To produce the pro forma financial information, management made certain estimates. These estimates are based on the most recently
available information. To the extent there are significant changes in these amounts, the assumptions and estimates herein could change
significantly. The unaudited pro forma financial statements should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations of MV Partners, LLC" and the audited historical financial statements of MV Partners, LLC
included in this prospectus and elsewhere in the registration statement.

                                                                    MVF-24
                                                            MV Partners, LLC

                                            UNAUDITED PRO FORMA BALANCE SHEET

                                                                                      September 30, 2006

                                                                 Historical           Adjustments               Pro Forma




                                                            ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                  $       12,438,387   $         8,981,055 (a)   $       21,419,442
  Accounts receivable—oil and gas sales                               5,083,863                    —                 5,083,863
  Note receivable—related parties                                            —              3,683,429 (b)            3,683,429
  Prepaid expenses                                                       70,130                    —                    70,130

          Total current assets                                       17,592,380           12,664,484                30,256,864

OIL AND GAS PROPERTIES AND EQUIPMENT                                 93,804,260         (58,313,082) (c)            35,491,178
  Less accumulated depreciation, depletion and
  amortization                                                       39,770,555         (24,723,223) (c)            15,047,332

                                                                     54,033,705         (33,589,859) (c)            20,443,846

OTHER ASSETS
  Deferred offering costs                                              981,055              (981,055) (d)                   —
  Deferred loan costs, net of accumulated amortization of
  $112,500 in 2006                                                     336,229                      —                  336,229

          Total other assets                                          1,317,284              (981,055 )                336,229

                                                             $       72,943,369   $      (21,906,430 )      $       51,036,939


                                          LIABILITIES AND MEMBERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable
      Trade                                                  $          310,900   $                —        $          310,900
      Related parties                                                 2,987,493                    —                 2,987,493
      Due to Class A member                                             531,234                    —                   531,234
  Settlement payable on oil swap agreements                              61,801                    —                    61,801
  Accrued interest                                                       76,083                    —                    76,083
  Deferred gain on sale                                                                     9,060,505 (d)            9,060,505
  Current maturities of note payable                                  3,000,000             2,000,000 (e)            5,000,000
  Hedge and other derivative agreements                               2,988,371                    —                 2,988,371

          Total current liabilities                                   9,955,882           11,060,505                21,016,387

LONG-TERM LIABILITIES , less current maturities
  Note payable                                                       80,000,000         (60,000,000) (e)           20,000,000
  Deferred gain on sale                                                      —           107,033,065 (d)          107,033,065
  Asset retirement obligation                                         7,425,074                   —                 7,425,074
  Hedge and other derivative agreements                               9,058,010                   —                 9,058,010

          Total long-term liabilities                                96,483,084           47,033,065              143,516,149

MEMBERS' DEFICIT
 Class A member
   Capital account                                              (11,744,261 )         (40,000,000) (f)               (51,744,261 )
   Accumulated other comprehensive loss                          (5,003,538 )                   —                     (5,003,538 )
Class B member
   Capital account                                              (11,744,260 )         (40,000,000) (g)               (51,744,260 )
   Accumulated other comprehensive loss                          (5,003,538 )                   —                     (5,003,538 )

                                                                (33,495,597 )          (80,000,000 )                (113,495,597 )

                                                          $      72,943,369     $      (21,906,430 )       $          51,036,939


                   The accompanying notes are an integral part of these unaudited pro forma financial statements.

                                                              MVF-25
                                                                 MV Partners, LLC

                                       UNAUDITED PRO FORMA STATEMENTS OF EARNINGS

                                       Year ended December 31, 2005                                    Nine months ended September 30, 2006

                          Historical          Adjustments                 Pro Forma       Historical            Adjustments                   Pro Forma

Revenue
 Oil and gas sales    $    35,954,916 $         (28,763,933) (h) $          7,190,983 $    35,281,027 $           (28,224,822) (h)        $     7,056,205
 Gain on sale of
 assets                             —              8,602,002 (i)            8,602,002               —                 6,293,240 (i)             6,293,240
 Interest income               207,392                    —                   207,392          229,033                       —                    229,033

                           36,162,308            (20,161,931 )             16,000,377      35,510,060              (21,931,582 )               13,578,478

Costs and expenses
 Lease operating           17,157,995           (13,726,396) (j)            3,431,599      14,749,464             (11,799,571) (j)              2,949,893
 Depreciation,
 depletion and
 amortization               3,792,625            (2,403,770) (k)            1,388,855       2,396,646               (1,554,151) (k)               842,495
 General and
 administrative                497,710                      —                 497,710          452,041                        —                   452,041
 Loss on sale of
 assets                        88,539                     —                    88,539           5,498                        —                      5,498
 Interest                   1,499,960            (1,436,311) (l)               63,649       4,268,183               (2,688,523) (l)             1,579,660

                           23,036,829            (17,566,477 )              5,470,352      21,871,832              (16,042,245 )                5,829,587

Net earnings (loss)   $    13,125,479 $           (2,595,454 )        $    10,530,025 $    13,638,228 $              (5,889,337 )         $     7,748,891

                      The accompanying notes are an integral part of these unaudited pro forma financial statements.

                                                                          MVF-26
                                                                MV Partners, LLC

                              NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE A—BASIS OF PRESENTATION

      MV Partners will convey the net profits interest in oil and natural gas producing properties located in the States of Kansas and Colorado to
the MV Oil Trust (the "Trust"). The net profits interest entitles the Trust to receive 80% of the net proceeds attributable to MV Partners' interest
from the sale of production from the underlying properties. The net profits interest will terminate and the underlying properties will revert back
to MV Partners on the later to occur of (1) June 30, 2026, or (2) when 14.4 MMBoe have been produced from the underlying properties and
sold.

      The proceeds of the offering will be used to repay approximately $58.0 million of indebtedness of MV Partners under its bank credit
facility and to distribute the remaining $80.0 million to its members.

     The unaudited pro forma balance sheet assumes the issuance of 11,500,000 trust units at $20.00 per unit and estimated direct transaction
costs to be incurred by MV Partners of approximately $12.0 million (comprised of underwriter, legal, accounting and other fees). As of
September 30, 2006, MV Partners had incurred $981,055 of these direct transaction costs.

     MV Partners will sell 7,500,000 of the trust units to the public for cash of $150.0 million and recognize a deferred gain of $116.1 million.
The deferred gain will be recognized in income over the life of the net profits interest based on production. MV Partners will also sell
4,000,000 of the trust units to its members in exchange for a cash down payment of $8.0 million and notes receivable for $72.0 million in the
aggregate. The notes will be paid off in forty (40) quarterly payments beginning July 2007, including interest at 7.25%. The notes will be
collateralized by each member's ownership interest in MV Partners. In accordance with accounting rules for transactions among related parties,
the notes receivable were recorded at the historical carrying value of the trust units sold to the members and no gain on sale has been reflected.
The excess of payments over the historical carrying value will be recorded as capital contributions by the members.

     MV Partners has entered into hedge and other derivative arrangements with institutional third parties with respect to the volumes of oil
production for the periods covered by these pro forma statements and the years following until 2010 such that MV Partners would be entitled to
receive payments from the counterparties in the event that reference prices for oil contracts traded on NYMEX for the periods covered are less
than the fixed prices specified for the hedge and other derivatives. MV Partners will also be required to make payments to the counterparties in
the event that reference prices for oil contracts traded on NYMEX for the periods covered are more than the fixed prices specified for the hedge
and other derivatives. Although these hedge and other derivative arrangements will not be directly dedicated or pledged to the Trust, MV
Partners expects that payments received or made by it under these hedge and other derivative arrangements will affect its financial obligations
to make payments to the Trust. The effects of these hedge and other derivative arrangements, if any, are reflected in these unaudited pro forma
financial statements.

                                                                     MVF-27
NOTE B—PRO FORMA ADJUSTMENTS

     Pro forma adjustments are necessary to reflect the issuance of the Trust units, the conveyance of the net profits interest, the sale of trust
units and the payment of MV Partners' long-term obligations and distributions using proceeds from the offering. The pro forma adjustments
included in the unaudited pro forma balance sheet are as follows:

                                                                                                                               September 30,
                                                                                                                                   2006

(a)    Gross cash proceeds from the sale of the trust units                                                             $            150,000,000
       Cash down payment on related party notes                                                                                        8,000,000
       Partial repayment of outstanding borrowing on revolving credit facility                                                       (58,000,000 )
       Payment of estimated remaining transaction fees and costs from the sale of trust units                                        (11,018,945 )
       Distribution to members                                                                                                       (80,000,000 )

                                                                                                                        $               8,981,055

(b)    Receivable from related party for sale of 34.8% of trust units at historical value                               $             11,683,429
       Cash down payment on receivable                                                                                  $              8,000,000

       Remaining receivable from related party for sale of 34.8% of trust units                                         $               3,683,429

(c)    Reduction in property due to conveyance of net profits interest                                                  $            (58,313,082 )
       Reduction of associated accumulated depreciation, depletion, and amortization                                                  24,723,223

                                                                                                                        $            (33,589,859 )

       Net oil and gas properties and equipment                                                                         $             54,033,705
       Hedge and other derivative agreements                                                                                         (12,046,381 )

                                                                                                                                      41,987,324

       80% Net profits interest conveyance                                                                              $             33,589,859

(d)    Deferred gain on sale of net profits interest is calculated as follows:
         Gross cash proceeds from the sale of the trust units                                                           $            150,000,000
         Less: Net book value of conveyed net profits interest                                                                       (21,906,430 )
               Deferred transaction fees and costs incurred as of September 30, 2006                                                    (981,055 )
               Estimated remaining transaction fees and costs from the sale of trust units                                           (11,018,945 )

       Deferred gain on sale                                                                                            $            116,093,570

       Current portion of deferred gain                                                                                 $              9,060,505
       Long-term portion of deferred gain                                                                               $            107,033,065

(e)    To adjust current portion of long-term debt for new credit facility                                              $              2,000,000
       To adjust long-term portion of debt for new credit facility                                                                   (60,000,000 )

       Partial repayment of outstanding borrowing on revolving credit facility                                          $            (58,000,000 )


(f)    To record distribution of remaining cash to Class A member                                                       $            (40,000,000 )

(g)    To record distribution of remaining cash to Class B member                                                       $            (40,000,000 )


                                                                      MVF-28
      The pro forma adjustments included in the unaudited pro forma statements of earnings are as follows:

                                                                                          Year ended                Nine months
                                                                                         December 31,            ended September 30,
                                                                                             2005                       2006

(h)     Decrease in oil and gas sales attributable to net profits interest           $        (28,763,933 ) $                  (28,224,822 )

(i)     To record amortization of gain on sale of trust units over the life of the
        trust                                                                        $          8,602,002    $                   6,293,240

(j)     Decrease in lease operating expenses attributable to the net profits
        interest                                                                     $        (13,726,396 ) $                  (11,799,571 )

(k)     Reduce depreciation on assets sold to Trust                                  $         (2,403,770 ) $                   (1,554,151 )

(l)     To reduce interest expense due to reduction of debt                          $         (1,436,311 ) $                   (2,688,523 )


                                                                       MVF-29
                                                                                                                                      Appendix A

                                               Cawley, Gillespie & Associates, Inc.
                                                          PETROLEUM CONSULTANTS



AUSTIN OFFICE:                                                  MAIN OFFICE:                                                     HOUSTON OFFICE:
9601 AMBERGLEN BLVD., SUITE 117                          306 WEST 7 TH STREET, SUITE 302                                  1000 LOUISIANA, SUITE 625
AUSTIN, TEXAS 78729                                      FORT WORTH, TEXAS 76102-4987                                    HOUSTON, TEXAS 77002-5008
(512) 249-7000                                                   (817) 336-2461                                                       (713) 651-9944
FAX (512) 233-2618                                             FAX (817) 877-3728                                                 FAX (713) 651-9980

                                                              September 11, 2006

MV Partners, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202

Re:   Evaluation Summary                                 Pursuant to the Guidelines of the Securities and
       MV Partners, LLC Interests                        Exchange Commission for Reporting Corporate Reserves
      Total Proved Reserves                              and Future Net Revenue
      Certain Oil and Gas Assets—KS & CO
      As of June 30, 2006

Gentlemen:

     As requested, we are submitting our estimates of total proved reserves and forecasts of economics attributable to MV Partners, LLC
("Company") interests in certain oil and gas properties located in Kansas and Colorado. This report includes results for the SEC price scenario
and includes the hedge revenue gain or loss. A composite summary of the proved reserves is presented below.

                                                                    Proved                Proved
                                                                   Developed             Developed           Proved                  Total
                                                                   Producing           Non-Producing       Undeveloped              Proved

Net Reserves
   Oil                                         - MBBL                  16,259.0                  200.6           1,964.8               18,424.3
   Gas                                         - MMCF                   1,083.5                   39.8             298.3                1,421.6
   NGL                                         - MBBL                     106.1                    0.0               0.0                  106.1
Revenue
   Oil                                         - M$                 1,149,183.0              14,177.4          138,871.5            1,302,231.9
   Gas                                         - M$                     5,362.6                 236.0            1,585.1                7,183.8
   NGL                                         - M$                     6,012.9                   0.0                0.0                6,012.9
   Hedge                                       - M$                   (35,816.9 )                 0.0                0.0              (35,816.9 )
Severance Taxes                                - M$                     5,959.3                 543.7            6,010.4               12,513.4
Ad Valorem Taxes                               - M$                    28,863.6                 360.3            3,511.4               32,735.4
Operating Expenses                             - M$                   324,398.7               1,982.1           17,405.4              343,786.2
Workover Expenses                              - M$                    22,040.8                   0.0                0.0               22,040.8
COPAS                                          - M$                    63,196.1                 169.8            4,189.4               67,555.2
Investments                                    - M$                         0.0               1,070.2           15,778.5               16,848.7
Net Operating Income (BFIT)                    - M$                   680,283.2              10,287.3           93,561.6              784,131.9
   Discounted @ 10%                            - M$                   302,813.0               4,797.6           51,126.2              358,736.8

     The discounted cash flow value shown above should not be construed to represent an estimate of the fair market value by Cawley,
Gillespie & Associates, Inc.

                                                                      A-1
MV Partners, LLC Interests
 September 11, 2006
Page 2

Presentation

      This report is divided into four main sections: Summary, Proved Developed Producing ("PDP"), Proved Developed Non-Producing
("PDNP") and Proved Undeveloped ("PUD"). Within each reserve category section are grand total Table I's and Table II summaries. The Table
I's present composite reserve estimates and economic forecasts for the particular reserve category. Following the tables are Table II "oneline"
summaries that present estimates of ultimate recovery, gross and net reserves, ownership, revenue, expenses, investments, net income and
discounted cash flow ("DCF") for the individual properties that make up the corresponding Table I. The properties in each Table II are sorted
based on DCF.

    For a more detailed description of the report layout, please refer to the Table of Contents following this letter. The data presented in each
Table I is explained in page 1 of the Appendix. The methods employed in estimating reserves are described in page 2 of the Appendix.

Hydrocarbon Pricing

    As requested, oil and gas prices were adjusted to the NYMEX June 30 th , 2006 closing WTI Cushing oil price of $73.93 per BBL and
Henry Hub natural gas price of $6.104 per MMBTU. Prices were not escalated in accordance with Securities and Exchange Commission
("SEC") guidelines.

     Oil price differentials were forecast at -$3.25 per BBL for all properties and were not escalated. Gas and NGL price differentials were
forecast on a per property basis as provided by your office and were also not escalated. Gas price differentials include adjustments for
transportation and basis differential. Gas prices were further adjusted with a heating value (BTU content) applied on a per-property basis.

     A "Hedge Position" case was included to model the gain/(loss) in revenue due to the Company's current pricing hedge position. The hedge
forecast is located in "Hedge Revenue" (column 15) in the attached tables. A summary of the annual gain/(loss) in revenue is presented below:

                                                                              SEC Hedge
                                                    Year                     Gain/(Loss), M$

                                                    2006                              (4,578.8 )
                                                    2007                              (8,551.1 )
                                                    2008                             (11,794.3 )
                                                    2009                              (5,215.7 )
                                                    2010                              (5,677.0 )

Expenses and Taxes

     Lease operating expenses, workover expenses, COPAS overhead charges and investments were forecast on a per property basis as
furnished by your office. Workover expenses were forecast at $73.82 per month per net well for all producing properties. Expenses and
investments were held constant in accordance with SEC guidelines.

     Severance tax rates were applied at normal state percentages of oil and gas revenue, except for those Kansas producing properties that are
severance tax exempt. Ad valorem taxes of 2.5% of total revenue were applied to each property as provided by your office. Oil and gas
conservation tax rates were applied to all Kansas properties at rates of $0.0547 per BBL and $0.00913 per MCF, respectively.

                                                                       A-2
MV Partners, LLC Interests
 September 11, 2006
Page 3

Miscellaneous

      An on-site field inspection of the properties has not been performed nor has the mechanical operation or condition of the wells and their
related facilities been examined, nor have the wells been tested by Cawley, Gillespie & Associates, Inc. Possible environmental liability related
to the properties has not been investigated nor considered. The cost of plugging and the salvage value of equipment at abandonment have not
been included except as noted above.

     The proved reserve classifications used herein conform to the criteria of the Securities and Exchange Commission as defined in page 3 of
the Appendix. The reserves and economics are predicated on regulatory agency classifications, rules, policies, laws, taxes and royalties in effect
on the effective date, except as noted herein. The possible effects of changes in legislation or other Federal or State restrictive actions have not
been considered. All reserve estimates represent our best judgment based on data available at the time of preparation, and assumptions as to
future economic and regulatory conditions. It should be realized that the reserves actually recovered, the revenue derived therefrom and the
actual cost incurred could be more or less than the estimated amounts

      The reserve estimates and forecasts were based upon interpretations of factual data furnished by your office. Production data, ownership
information, price differentials, expense data and tax details were furnished by MV Partners, LLC, and were accepted as furnished. To some
extent, information from public records was used to check and/or supplement these data. The basic engineering and geological data were
utilized subject to third party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that
we are not justified in relying on such data.

     This report was prepared for the exclusive use of MV Partners, LLC. Third parties should not rely on it without the written consent of the
above and Cawley, Gillespie & Associates, Inc. We are independent registered professional engineers and geologists. We do not own an
interest in the properties or MV Partners, LLC and are not employed on a contingent basis. Our work papers and related data are available for
inspection and review by authorized, interested parties.

                                                    Yours very truly,




                                                    CAWLEY, GILLESPIE & ASSOCIATES, INC.

                                                                        A-3
     Until                  , 2006 (25 days after the date of this prospectus), federal securities laws may require all dealers that effect
transactions in the trust units, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers' obligation
to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


                                                              TABLE OF CONTENTS


Prospectus Summary
Risk Factors
Forward-Looking Statements
Use of Proceeds
MV Partners
The Trust
Projected Cash Distributions
The Underlying Properties
Computation of Net Proceeds
Description of the Trust Agreement
Description of the Trust Units
Trust Units Eligible for Future Sale
Federal Income Tax Consequences
State Tax Considerations
ERISA Considerations
Selling Trust Unitholders
Underwriting
Legal Matters
Experts
Where You Can Find More Information
Glossary of Certain Oil and Natural Gas Terms
Index to Financial Statements
Information about MV Partners, LLC
Index to Financial Statements of MV Partners, LLC
Summary Reserve Report


                                                            7,500,000 Trust Units

                                                           MV OIL TRUST

                                                                  PROSPECTUS


                                                       RAYMOND JAMES
                                                           A.G. EDWARDS
                                               RBC CAPITAL MARKETS
                                                   OPPENHEIMER & CO.
                                                                                  , 2006
                                                            PART II
                                            INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses Of Issuance And Distribution

     Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee,
the NASD filing and the NYSE listing fee, the amounts set forth below are estimates.

                        Registration fee                                                                   $          18,458
                        NASD filing fee                                                                               23,500
                        NYSE listing fee                                                                              73,500
                        Printing and engraving expenses                                                              350,000
                        Fees and expenses of legal counsel                                                           650,000
                        Accounting fees and expenses                                                                 550,000
                        Transfer agent and registrar fees                                                              5,000
                        Trustee fees and expenses                                                                     37,500
                        Miscellaneous                                                                                150,000

                               Total                                                                       $       1,857,958

Item 14. Indemnification Of Directors And Officers.

      The trust agreement provides that the trustee and its officers, agents and employees shall be indemnified from the assets of the trust
against and from any and all liabilities, expenses, claims, damages or loss incurred by it individually or as trustee in the administration of the
trust and the trust assets, including, without limitation, any liability, expenses, claims, damages or loss arising out of or in connection with any
liability under environmental laws, or in the doing of any act done or performed or omission occurring on account of it being trustee or acting
in such capacity, except such liability, expense, claims, damages or loss as to which it is liable under the trust agreement. In this regard, the
trustee shall be liable only for its own fraud or gross negligence or for acts or omissions in bad faith and shall not be liable for any act or
omission of any agent or employee unless the trustee has acted in bad faith or with gross negligence in the selection and retention of such agent
or employee. The trustee is entitled to indemnification from the assets of the trust and shall have a lien on the assets of the trust to secure it for
the foregoing indemnification.

      Under the MV Partners, LLC operating agreement and subject to specified limitations, MV Energy, LLC shall not be liable, responsible or
accountable in damages or otherwise to MV Partners, LLC or its members for, and MV Partners, LLC shall indemnify and hold harmless MV
Energy, LLC from any costs, expenses, losses or damages (including attorneys' fees and expenses, court costs, judgments and amounts paid in
settlement) incurred by reason of its being the sole manager of MV Partners, LLC. Reference is also made to the Underwriting Agreement to be
filed as an exhibit to this registration statement in which MV Partners, LLC and its affiliates will agree to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that may be required to be
made in respect of these liabilities. Subject to any terms, conditions or restrictions set forth in the operating agreement, Section 17 7670 of the
Kansas General Corporation Code empowers a Kansas limited liability company to indemnify and hold harmless any member or manager or
other persons from and against all claims and demands whatsoever.

     In connection with the preparation and filing of any shelf registration statement, MV Oil Trust will indemnify MV Partners, LLC and its
officers, directors and controlling persons from and against any liabilities under the Securities Act or any state securities laws arising from the
registration statement or

                                                                         II-1
prospectus. MV Oil Trust will bear all costs and expenses incidental to any shelf registration statement, excluding any underwriting discounts
and fees.

Item 15. Recent Sales Of Unregistered Securities.

     None.

Item 16. Exhibits and Financial Statement Schedules.

     (a)
                 Exhibits .

     The following documents are filed as exhibits to this registration statement:

Exhibit
Number                                                               Description

           1.1      —         Form of Underwriting Agreement.
          3.1†      —         Articles of Organization of MV Partners, LLC.
          3.2†      —         First Amended and Restated Operating Agreement of MV Partners, LLC.
          3.3†      —         Certificate of Trust of MV Oil Trust.
          3.4†      —         Trust Agreement dated August 3, 2006 among MV Partners and JPMorgan Chase Bank,
                              N.A. and Wilmington Trust Company.
          3.5†      —         Form of Amended and Restated Trust Agreement among MV Partners and The Bank of
                              New York Trust Company, N.A. (formerly JPMorgan Chase Bank, N.A.) and Wilmington
                              Trust Company.
           3.6      —         Form of First Amendment to First Amended and Restated Operating Agreement of
                              MV Partners, LLC
      5.1†          —         Opinion of Dorsey & Whitney (Delaware) LLP relating to the validity of the trust units.
       8.1          —         Opinion of Vinson & Elkins L.L.P. relating to tax matters.
     10.1†          —         Credit Agreement dated as of December 21, 2005 among MV Partners, LP (now MV
                              Partners LLC), as borrower, Bank of America, N.A. and the other parties named therein.
     10.2†          —         First Amendment to Credit Agreement dated April 28, 2006 by and among MV Partners, LP
                              (now MV Partners, LLC), as borrower, Bank of America, N.A. and the other parties named
                              therein.
     10.3†          —         Second Amendment to Credit Agreement dated September 7, 2006 by and among MV
                              Partners, LLC, as borrower, Bank of America, N.A. and the other parties named therein.
          10.4      —         Form of Term Net Profits Interest Conveyance.
          10.5      —         Form of Administrative Services Agreement.
          10.6      —         Form of Registration Rights Agreement.
          10.7      —         Form of Assignment of Hedge Proceeds.
          10.8      —         Form of Credit Agreement among MV Partners, LLC, as borrower, MV Energy, LLC, and
                              VAP-I, LLC, as guarantors, Bank of America, N.A., as administrative agent, and the other
                              lenders party thereto.
      23.1          —         Consent of Grant Thornton LLP.
     23.2†          —         Consent of Dorsey & Whitney (Delaware) LLP (contained in Exhibit 5.1).
      23.3          —         Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1).
     23.4†          —         Consent of Cawley, Gillespie & Associates, Inc.
     24.1†          —         Power of Attorney.


†
          Previously filed.

                                                                            II-2
    (b)
            Financial Statement Schedules.

     No financial statement schedules are required to be included herewith or they have been omitted because the information required to be set
forth therein is not applicable.

Item 17. Undertakings.

    The undersigned registrants hereby undertake:

          (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the registrants pursuant to the provisions described in Item 14, or otherwise, the registrants have been advised that
    in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
    unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses
    incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is
    asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the
    opinion of their respective counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
    question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by
    the final adjudication of such issue.

         (b) To provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and
    registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

          (c) For purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
    filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrants
    pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the
    time it was declared effective.

         (d) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a
    form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering thereof.

          (e) To send to each trust unitholder at least on an annual basis a detailed statement of any transactions with the trustees or their
    respective affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the trustees or their respective affiliates
    for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

          (f) To provide to the trust unitholders the financial statements required by Form 10-K for the first full fiscal year of operations of
    the trust.

                                                                       II-3
                                                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on December 1, 2006.

                                                               MV Oil Trust

                                                               By:            MV Partners, LLC

                                                                              By:       MV Energy, LLC,
                                                                                        its Manager

                                                                              By:       Murfin, Inc.,
                                                                                        Member

                                                                              By:       /s/ DAVID L. MURFIN

                                                                              Name: David L. Murfin
                                                                              Title: Chairman and Chief Executive Officer

                                                                       II-4
                                                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on December 1, 2006.

                                                               By:             MV Partners, LLC

                                                                               By:       MV Energy, LLC,
                                                                                         its Manager

                                                                               By:       Murfin, Inc.,
                                                                                         Member

                                                                               By:       /s/ DAVID L. MURFIN

                                                                               Name: David L. Murfin
                                                                               Title: Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

                Signature                                       Title                                    Date




     /s/ DAVID L. MURFIN                     (Co-Principal Executive Officer)                   December 1, 2006

            David L. Murfin

     /s/ J. MICHAEL VESS                     (Co-Principal Executive Officer)                   December 1, 2006

            J. Michael Vess

     /s/ RICHARD J. KOLL                     (Principal Accounting and Financial                December 1, 2006
                                             Officer)
             Richard J. Koll

                                                                        II-5
                                                            INDEX TO EXHIBITS

Exhibit
Number                                                          Description

           1.1    —      Form of Underwriting Agreement.
          3.1†    —      Articles of Organization of MV Partners, LLC.
          3.2†    —      First Amended and Restated Operating Agreement of MV Partners, LLC.
          3.3†    —      Certificate of Trust of MV Oil Trust.
          3.4†    —      Trust Agreement dated August 3, 2006 among MV Partners and JPMorgan Chase Bank,
                         N.A. and Wilmington Trust Company.
          3.5†    —      Form of Amended and Restated Trust Agreement among MV Partners and The Bank of
                         New York Trust Company, N.A. (formerly JPMorgan Chase Bank, N.A.) and Wilmington
                         Trust Company.
           3.6    —      Form of First Amendment to First Amended and Restated Operating Agreement of
                         MV Partners, LLC
      5.1†        —      Opinion of Dorsey & Whitney (Delaware) LLP relating to the validity of the trust units.
       8.1        —      Opinion of Vinson & Elkins L.L.P. relating to tax matters.
     10.1†        —      Credit Agreement dated as of December 21, 2005 among MV Partners, LP (now MV
                         Partners LLC), as borrower, Bank of America, N.A. and the other parties named therein.
     10.2†        —      First Amendment to Credit Agreement dated April 28, 2006 by and among MV Partners, LP
                         (now MV Partners, LLC), as borrower, Bank of America, N.A. and the other parties named
                         therein.
     10.3†        —      Second Amendment to Credit Agreement dated September 7, 2006 by and among
                         MV Partners, LLC, as borrower, Bank of America, N.A. and the other parties named
                         therein.
          10.4    —      Form of Term Net Profits Interest Conveyance.
          10.5    —      Form of Administrative Services Agreement.
          10.6    —      Form of Registration Rights Agreement.
          10.7    —      Form of Assignment of Hedge Proceeds.
          10.8    —      Form of Credit Agreement among MV Partners, LLC, as borrower, MV Energy, LLC, and
                         VAP-I, LLC, as guarantors, Bank of America, N.A., as administrative agent, and the other
                         lenders party thereto.
      23.1        —      Consent of Grant Thornton LLP.
     23.2†        —      Consent of Dorsey & Whitney (Delaware) LLP (contained in Exhibit 5.1).
      23.3        —      Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1).
     23.4†        —      Consent of Cawley, Gillespie & Associates, Inc.
     24.1†        —      Power of Attorney.


†
          Previously filed.
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                                                                                                                                        Exhibit 1.1


                                                               7,500,000 Trust Units

                                                                MV OIL TRUST

                                                      UNDERWRITING AGREEMENT

                                                                                                                              St. Petersburg, Florida
                                                                                                                             [                ], 2006

Raymond James & Associates, Inc.
As Representative of the Several Underwriters
   listed on Schedule I hereto
880 Carillon Parkway
St. Petersburg, Florida 33716

Ladies and Gentlemen:

      MV Partners, LLC, a Kansas limited liability company (the "Company"), proposes, subject to the terms and conditions stated herein, to
sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), an aggregate of 7,500,000 units of beneficial interest
(the "Trust Units") in MV Oil Trust, a statutory trust formed under the laws of the State of Delaware (the "Trust"). The aggregate of
7,500,000 Trust Units to be purchased from the Company are called the "Firm Units." In addition, certain unitholders named in Schedule II
hereto (the "Selling Unitholders") severally and not jointly propose, subject to the terms and conditions stated herein, have, agreed to sell to the
Underwriters, upon the terms and conditions stated herein, up to an additional 1,125,000 Trust Units (the "Additional Units") to cover
over-allotments by the Underwriters, if any. The Firm Units and the Additional Units are collectively referred to in this Agreement as the
"Units." Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this
Agreement as the "Representative."

    The Company wishes to confirm as follows its agreement with you and the other several Underwriters, on whose behalf you are acting, in
connection with the several purchases of the Units from the Company.

      1.   Registration Statement and Prospectus . The Company has prepared and filed with the Securities and Exchange Commission
(the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Act"), a registration statement on Form S-1 (File No. 333-136609), including a prospectus subject to
completion, relating to the Units. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at
the time when it becomes effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the
"Registration Statement." The prospectus in the form included in the Registration Statement or, if the prospectus included in the Registration
Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed
with the Commission pursuant to Rule 424(b) under the Act or as part of a post-effective amendment to the Registration Statement after the
Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the "Prospectus." If the Company files
another registration statement with the Commission to register a portion of the Units pursuant to Rule 462(b) under the Act (the "Rule 462
Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the registration statement on
Form S-1 (File No. 333-136609) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the
Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration
Statement with the Commission and as such prospectus is amended from time to time until the date of the Prospectus is referred to in this
Agreement as the "Preliminary Prospectus." For purposes of this Agreement, "free writing prospectus" has the meaning ascribed to it in
Rule 405
under the Act, and "Issuer Free Writing Prospectus" shall mean each free writing prospectus prepared by or on behalf of the Company or used
or referred to by the Company in connection with the offering of the Units. "Time of Sale Information" shall mean the Preliminary Prospectus
together with the free writing prospectuses, if any, each identified in Schedule III hereto. All references in this Agreement to the Registration
Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments
or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall
include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

     2.     Agreements to Sell and Purchase . The Company hereby agrees to issue and sell the Firm Units to the Underwriters and, upon the
basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth
herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[        ] per Unit
(the "purchase price per Unit"), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto.

      The Selling Unitholders hereby agree to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of
the Selling Unitholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for
30 days from the date of the Prospectus to purchase from the Selling Unitholders up to 1,125,000 Additional Units at the purchase price per
Unit for the Firm Units, each Selling Unitholder selling that number of Additional Units that bears the same proportion to the total number of
Additional Units to be purchased by the Underwriters as the number of Firm Units set forth opposite the name of such Selling Unitholder in
Schedule II hereto bears to the total number of Firm Units. The Additional Units may be purchased solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the Firm Units. If any Additional Units are to be purchased, each Underwriter,
severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid
fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriters as the number of
Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Units. The option to purchase
Additional Units may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

     3.    Terms of Public Offering . The Company has been advised by you that the Underwriters propose to make a public offering of their
respective portions of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is
advisable and initially to offer the Units upon the terms set forth in the Prospectus.

     Not later than 12:00 p.m. on the second business day following the date the Units are released by the Underwriters for sale to the public,
the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall
request.

     4.     Delivery of the Units and Payment Therefor . Delivery to the Underwriters of the Firm Units and payment therefor shall be made at
the offices of Baker Botts L.L.P., 910 Louisiana, Houston, Texas at 10:00 a.m., St. Petersburg, Florida time, on [              ], 2006 or such
other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [            ], 2006 as the Representative shall designate
by notice to the Company (the time and date of such closing are called the "Closing Date"). The place of closing for the Firm Units and the
Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that
circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any
determination by the Company or the Representative to recirculate to the public

                                                                        2
copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof.

      Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of
[Baker Botts, L.L.P., 910 Louisiana, Houston, Texas] at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing
Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than
ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on
behalf of the Underwriters to the Selling Unitholders, of the Underwriters' determination to purchase a number, specified in such notice, of
Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate
number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the
certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date
may be varied by agreement between you and the Company.

     Certificates for the Firm Units and for any Additional Units to be purchased hereunder shall be delivered through the facilities of The
Depository Trust Company ("DTC"). The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be
delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by
wire transfer of immediately available funds to an accounts specified in writing, not later than the close of business on the business day next
preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Units sold by the Company
hereunder shall be delivered by the Representative to the Company. Payment for the Additional Units sold by the Selling Unitholders
hereunder, if any, shall be delivered by the Representative to the Custodian (as defined herein).

     It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the
Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representative of the Underwriters, may,
but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the
Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any of its obligations under this Agreement.

     Each of the Company and the Selling Unitholders hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar
taxes, if any, payable upon the sale or delivery of the Units to be sold by the Company or the Selling Unitholder, respectively, to the several
Underwriters, or otherwise in connection with the performance of the Company's or such Selling Unitholder's respective obligations hereunder.
Each of the Selling Unitholders hereby agrees that the Custodian is authorized to deduct for such payment any such amounts from the proceeds
to such Selling Unitholder hereunder and to hold such amounts for the account of such Selling Unitholder with the Custodian under the
Custody Agreement (as defined herein).

     5.    Covenants and Agreements .

     5.1   Of the Company . The Company covenants and agrees with the several Underwriters as follows:

     (a) The Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has
not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) when the
Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment
or supplement to any Preliminary Prospectus or the Prospectus and the

                                                                        3
time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed,
when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or
any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or
for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or of the suspension of qualification of the Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposes and
(v) within the period of time referred to in Section 5(h) below, of any change in the Company's condition (financial or other), business,
prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement
made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the
making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus
(as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting
of such order at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number
as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before
the close of business on the first business day immediately following the date hereof.

     (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with
the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without
charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may
reasonably request.

     (c) The Company will promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus
that may, in the judgment of the Company or the Representatives be required by the Act or requested by the Commission.

     (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer
Free Writing Prospectus to you and counsel for Underwriters and obtain your consent prior to filing any of those with the Commission.

     (e) The Company will not make any offer relating to the Trust Units that would constitute an Issuer Free Writing Prospectus without your
prior consent.

      (f) The Company will retain in accordance with the Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act;
and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended
or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus
or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or
supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without
charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free
Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

     (g) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such
quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the
provisions of

                                                                         4
Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of
the jurisdictions in which the Units are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each
Preliminary Prospectus so furnished by the Company.

     (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the
reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any
Underwriter or a dealer (the "Prospectus Delivery Period"), and for so long a period as you may request for the distribution of the Units, the
Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information
(and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the
Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Units are offered by the several Underwriters and by all dealers to whom Units may be sold,
both in connection with the offering and sale of the Units and for such period of time thereafter as the Prospectus is required by the Act to be
delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the
Units pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with
respect to the Units under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the
opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth
therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is
necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will forthwith prepare and, subject to
Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate
supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a
reasonable number of copies thereof.

     (i) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the
Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may
reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and
maintain such registration or qualification for so long as required to complete the distribution of the Units; provided that in no event shall the
Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to
general service of process in suits, other than those arising out of the offering or sale of the Units, as contemplated by this Agreement and the
Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Units in any jurisdiction is suspended, the
Company shall so advise you promptly in writing. The Company will use its best efforts to qualify or register the Trust Units for sale in
non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market
making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and
exemptions in effect for a period of five years after the date hereof.

     (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a
termination under Section 12 hereof) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on
the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or
provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the
other Underwriters for all out-of-pocket

                                                                          5
expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid
by you) reasonably incurred by you in connection herewith.

     (k) The Company will apply the net proceeds from the sale of the Units to be sold by it hereunder in accordance in all material respects
with the statements under the caption "Use of Proceeds" in the Prospectus.

      (l) For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the "Lock-Up Period"), not
to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at any time in the future of) any Trust Units, or other securities of the Trust, or
other securities that are derived from the Subject Interests (as defined in the Conveyance, which is defined in Section 6(m) of this Agreement)
that are substantially similar to the Trust Units, or securities convertible into or exchangeable for Trust Units, or sell or grant options, rights or
warrants with respect to any Trust Units or securities convertible into or exchangeable for Trust Units (collectively, "Trust Securities"),
(ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of
ownership of such Trust Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Trust Units or
other securities, in cash or otherwise or (iii) publicly disclose the intention to do any of the foregoing, in each case without the prior written
consent of the Representative on behalf of the Underwriters; notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period,
the Trust issues a release concerning distributable cash or announces material news or a material event relating to the Trust occurs or (ii) prior
to the expiration of the Lock-Up Period, the Trust announces that it will release distributable cash results during the 16-day period beginning on
the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the
18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the
material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing.

     (m) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as
possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to
the periods covered by the financial statements appearing in the Prospectus.

     (n) The Company will comply with all provisions of any undertakings contained in the Registration Statement.

     (o) The Company will not at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause or
result in, or which will constitute, stabilization or manipulation of the price of the Trust Units to facilitate the sale or resale of any of the Units.

    (p) The Company will timely file with the New York Stock Exchange (the "NYSE") all documents and notices required by the NYSE of
companies that have or will issue securities that are traded on the NYSE.

     (q) The Company shall engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of its incorporation or
the rules of any national securities exchange on which the Trust Units will be listed, a registrar (which, if permitted by applicable laws and
rules may be the same entity as the transfer agent) for the Trust Units.

      (r) On the Closing Date, all stock transfer and other taxes (other than income taxes) that are required to be paid in connection with the
sale and transfer of the Firm Units to be sold by the Company to the Underwriters hereunder will have been fully paid for by the Company and
all laws imposing such taxes will have been fully complied with.

                                                                           6
      (s) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, the Company
shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department
Substitute Form W-9.

     5.2   Of the Trust . The Trustee, on behalf of the Trust, covenants and agrees with the several Underwriters as follows:

      (a) To cause the Trust to make generally available to holders of the Trust Units a consolidated earnings statement (in form complying
with the provisions of Rule 158), which need not be audited, covering a 12-month period commencing after the effective date of the
Registration Statement and the Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act.

       (b) To cause the Trust to furnish to holders of the Trust Units as soon as practicable after the end of each fiscal year an annual report
(including financial statements of the Trust certified by independent public accountants) and, as soon as practicable after the end of each of the
first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make
available to holders of the Trust Units summary financial information of the Trust for such quarter in reasonable detail.

     (c) During the period ending five years from the date hereof, to cause the Trust to furnish to you and, upon your request, to each of the
other Underwriters, (i) as soon as available, a copy of each proxy statement, quarterly or annual report or other report of the Trust mailed to
unitholders or filed with the Commission, the National Association of Securities Dealers, Inc. (the "NASD") or the NYSE or any national
securities exchange and (ii) from time to time such other information concerning the Trust as you may reasonably request.

     5.3   Of Each Selling Unitholder . Each Selling Unitholder covenants and agrees with the several Underwriters as follows:

    (a) Such Selling Unitholder will execute and deliver a Lock-Up Agreement, in the form of Exhibit A attached hereto ("Lock-Up
Agreement").

     (b) Such Selling Unitholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be
complied with or satisfied pursuant to this Agreement on or prior to the Closing Date or the Additional Closing Date, as the case may be, and
will advise the Underwriters prior to the Closing Date or the Additional Closing Date, as the case may be, if any statements to be made on
behalf of such Selling Unitholder in the certificate contemplated by Section 9(n) hereof would be inaccurate if made as of the Closing Date or
Additional Closing Date, as the case may be.

      (c) On the Additional Closing Date, all stock transfer and other taxes (other than income taxes) that are required to be paid in connection
with the sale and transfer of the Additional Units to be sold by such Selling Unitholder to the Underwriters hereunder, if any, will have been
fully paid for by such Selling Unitholder and all laws imposing such taxes will have been fully complied with.

     (d) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Code, and the regulations
promulgated thereunder, with respect to the transactions herein contemplated, such Selling Unitholder shall deliver to you at least two days
prior to the Additional Closing Date, if any, a properly completed and executed United States Treasury Department Substitute Form W-9.

                                                                         7
     6.    Representations and Warranties .

     6.1 Of the Company . The Company hereby represents and warrants to each Underwriter on the date hereof, and shall be deemed to
represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, as the case may be, that:

     (a) The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or
another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Trust Units, is not on the date
hereof and will not be on the applicable Delivery Date an "ineligible issuer" (as defined in Rule 405).

     (b) The Registration Statement conformed, and any amendment to the Registration Statement filed after the date hereof will conform in
all material respects when filed, to the requirements of the Act. The most recent Preliminary Prospectus conformed, and the Prospectus will
conform, to the requirements of the Act in all material respects when filed with the Commission pursuant to Rule 424(b).

     (c) The Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information
contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company
through the Representative by or on behalf of any Underwriter specifically for inclusion therein.

     (d) The Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no
representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with
written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein.

     (e) The Time of Sale Information does not, and will not at the time of sale of the Units, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the
Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by
or on behalf of any Underwriter specifically for inclusion therein.

      (f) Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433),
when considered together with the Time of Sale Information at the time of sale of the Units, did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

      (g) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of
first use, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing
Prospectus pursuant to the Act. The Company has not made any offer relating to the Trust Units that would constitute an Issuer Free Writing
Prospectus without the prior written consent of the Representatives. The Company has retained in accordance with the Act all Issuer Free
Writing Prospectuses that were not required to be filed pursuant to the Act. The Company has taken all actions necessary so that any "road
show" (as defined in Rule 433) in connection with the offering of the Trust Units will not be required to be filed pursuant to the Act.

                                                                         8
     (h) Each of the Company and its subsidiaries is a corporation or limited liability company duly organized and validly existing as a
corporation or limited liability company, as the case may be, in good standing under the laws of the state of its incorporation or organization
with full corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as
described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto) and is
duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or
the conduct of its business requires such registration or qualification, except where the failure to so register or qualify has not had or will not
have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations or prospects of the
Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

      (i) The Trust is duly organized and validly existing as a statutory trust in good standing under the laws of the State of Delaware with full
trust power and authority to own its properties as described in the Registration Statement, the Time of Sale Information and the Prospectus
(and any amendment or supplement thereto).

      (j) There are no legal or governmental proceedings pending or, to the best knowledge of the Company, threatened, against the Company
or its subsidiaries or to which the Company or its subsidiaries or any of their properties, including the Subject Interests, are subject, that are
required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) but are not described as
required. Except as described in the Registration Statement, the Time of Sale Information and Prospectus, there is no action, suit, inquiry,
proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to
the best knowledge of the Company, threatened, against or involving the Company or its subsidiaries, which might individually or in the
aggregate prevent or adversely affect the transactions contemplated by this Agreement or would have a material adverse effect on the Term Net
Profits Interest (as defined in the Conveyance) or result in a Material Adverse Effect, nor to the Company's knowledge, is there any basis for
any such action, suit, inquiry, proceeding or investigation. There are no agreements, contracts, indentures, leases or other instruments that are
required to be described in the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement
thereto) or to be filed as an exhibit to the Registration Statement that are not described, filed or incorporated by reference in the Registration
Statement, the Time of Sale Information and the Prospectus as required by the Act. All such contracts to which the Company or any of its
subsidiaries is a party have been duly authorized, executed and delivered by the Company or the applicable subsidiary, constitute valid and
binding agreements of the Company or the applicable subsidiary and are enforceable against the Company or the applicable subsidiary in
accordance with the terms thereof, except as enforceability thereof may be limited by (i) the application of bankruptcy, reorganization,
insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before
which any proceeding may be brought. Neither the Company nor the applicable subsidiary has received notice or been made aware that any
other party is in breach of or default to the Company under any of such contracts.

     (k) Neither the Company nor any of its subsidiaries is (i) in violation of (A) its certificate or articles of incorporation or organization or
bylaws, or other organizational documents or agreements, (B) any law, ordinance, administrative or governmental rule or regulation applicable
to the Company or any of its subsidiaries, the violation of which would have a Material Adverse Effect or (C) any decree of any court or
governmental agency or body having jurisdiction over the Company or any of its subsidiaries; or (ii) in default in any material respect in the
performance of any obligation, agreement or condition contained in (A) any bond, debenture, note or any other evidence of indebtedness or
(B) any agreement, indenture, lease or other instrument (each of (A) and (B), an "Existing Instrument") to which the Company or any of its
subsidiaries is a party or by which any of their

                                                                          9
properties may be bound, which default would have a Material Adverse Effect; and there does not exist any state of facts that constitutes an
event of default on the part of the Company or any of its subsidiaries as defined in such documents or that, with notice or lapse of time or both,
would constitute such an event of default.

     (l) Each of this Agreement and the organizational trust agreement (the "Organizational Trust Agreement") by and among the Company,
The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), and Wilmington Trust Company, as Delaware trustee (the "Delaware
Trustee"), has been duly authorized, executed and delivered by the Company; each of the amended and restated trust agreement (the "Trust
Agreement") by and among the Company, the Trustee and the Delaware Trustee; and the administrative services agreement
(the "Administrative Services Agreement") between the Company and the Trust, each in the form to be in effect as of the Closing Date and the
Additional Closing Date, as the case may be, has been duly authorized and will be duly executed and delivered by the Company; and the
Organizational Trust Agreement constitutes, and each of the Trust Agreement and the Administrative Services Agreement when duly executed
and delivered by the Company and the other parties thereto will constitute, a valid and legally binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy,
reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a
court before which any proceeding may be brought. The holders of the Trust Units are entitled to the benefits of the Trust Agreement.

       (m) The Term Net Profits Interest Conveyance (the "Conveyance") by and between the Company and the Trust has been duly authorized
and, when duly executed by the proper officers of the Company (assuming due execution and delivery by the Trustee and the Delaware
Trustee) and delivered by the Company to the Trust will constitute valid and binding agreements of the Company enforceable against the
Company in accordance with its terms, except as the enforceability of each may be limited by (i) the application of bankruptcy, reorganization,
insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before
which any proceeding may be brought; the form of the Conveyance complies with the laws of each of the states in which such Conveyance is
to be recorded or filed, including all applicable recording, filing and registration laws and regulations, and is adequate and sufficient to transfer
title to the Term Net Profits Interest to the Trust; the recording of the Conveyance in the real property records in each county where the Subject
Interests are located is sufficient to impart notice of the contents thereof, and all subsequent purchasers or creditors of the Company will be
deemed to purchase with notice of and subject to such Term Net Profits Interest; prior to the Closing Date, the Company will have made or
transmitted for filing all necessary recordings and filings of the Conveyance; the Conveyance and the Term Net Profits Interest conform in all
material respects to the descriptions thereof in the Prospectus; all Term Net Profits Interest described in the Prospectus are accurately described
in the exhibits attached to the Conveyance; and prior to the Closing Date 11,500,000 Trust Units shall have been issued by the Trust to the
Company in consideration for the conveyance by the Company to the Trust of the Term Net Profits Interest pursuant to the Conveyance; on the
Closing Date and the Additional Closing Date, as the case may be, 11,500,000 Trust Units will be issued and outstanding.

     (n) The Trust Units have been duly authorized by the Trust, and, when duly issued and delivered to the Company in accordance with the
Trust Agreement, the Trust Units will be duly and validly issued and outstanding, fully paid and nonassessable and are free of any preemptive
or similar rights, and will constitute valid and binding obligations of the Trust entitled to the benefits of the Trust Agreement and enforceable in
accordance with their terms, except as the enforceability of each may be limited by (i) the application of bankruptcy, reorganization, insolvency
and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a court before which any

                                                                         10
proceeding may be brought. The Trust Units, when issued and delivered, will conform in all material respects to the description thereof
contained in the Prospectus.

     (o) The Company has and, on the Closing Date and the Additional Closing Date, as the case may be, will have good and valid title to the
Trust Units to be sold by the Company hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever, and the Company
has full corporate power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust
Units and payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or
claims, will pass to the several Underwriters.

     (p) All consents, approvals, authorizations and orders necessary for the transfer of the Term Net Profits Interest to the Trust as described
in the Prospectus have been obtained and such transfer has not had the effect of creating, and there does not exist, any lien, claim, encumbrance
or equity of any kind in favor of any person with respect to any of the Term Net Profits Interest except (i) to the extent such rights have been
validly waived in writing or (ii) to the extent such liens, claims, encumbrances or equities, which, if asserted or exercised, would not have a
material adverse effect on the value of the Trust Units.

      (q) None of the (i) formation of the Trust by the execution and delivery of the Organizational Trust Agreement, (ii) the transfer of the
Term Net Profits Interest by the Company to the Trust by the execution and delivery of the Conveyance, (iii) the sale of the Firm Units by the
Company or (iv) the execution, delivery or performance of this Agreement, the Organizational Trust Agreement, the Trust Agreement, the
Administrative Services Agreement and the Conveyance by the Company and the Trust nor the consummation by the Company and the Trust
of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration or filing with, any
court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the
registration of the Units under the Act, the listing of the Units for trading on the NYSE, the registration of the Trust Units under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") and
compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this
Agreement and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's
Rules of Fair Practice), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of, or a default under, the Company's
articles of organization or operating agreement or any agreement, indenture, lease or other instrument to which the Company or any of its
subsidiaries is a party or by which any of its properties may be bound, (iii) violates any statute, law, regulation, ruling, filing, judgment,
injunction, order or decree applicable to the Company or any of its subsidiaries or any of their properties, or (iv) results in a breach of, or
default or Debt Repayment Triggering event (as defined below) under, or results in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or requires the consent of any other party to,
any Existing Instrument, except as disclosed in the Prospectus and except for such conflicts, breaches, defaults, liens, charges or encumbrances
that will not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a "Debt Repayment Triggering Event" means
any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of
such indebtedness by the Company or any of its subsidiaries.

     (r) Except as described in the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has
outstanding and at the Closing Date and the Additional Closing Date, as the case may be, will have outstanding any options to purchase, or any
warrants to subscribe for, or any

                                                                        11
securities or obligations convertible into, or any contracts or commitments to issue or sell, any Trust Units or any such warrants or convertible
securities or obligations.

     (s) Grant Thornton LLP, the certified public accountants who have certified the financial statements of the Company, the Trust and the
Underlying Properties (as defined in the Conveyance) (including the related notes thereto and supporting schedules) filed as part of the
Registration Statement and the Prospectus (or any amendment or supplement thereto), are independent public accountants as required by the
Act.

     (t) The financial statements, together with related schedules and notes, included in the Registration Statement, the Time of Sale
Information and the Prospectus (and any amendment or supplement thereto), present fairly the financial condition, results of operations, cash
flows and changes in financial position of the Company, the Trust and the Underlying Properties on the basis stated in the Registration
Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been
prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed
therein; and the other financial and statistical information and data set forth in the Registration Statement and Prospectus (and any amendment
or supplement thereto) is accurately presented and prepared on a basis consistent with such financial statements and the books and records of
the Company. The pro forma financial statements together with related notes thereto included in the Registration Statement and the Prospectus
(and any amendment or supplement thereto) present fairly the information contained therein, have been prepared in accordance with the
Commission's rules and regulations with respect to pro forma financial statements and have been properly presented on the bases described
therein. Additionally, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give
effect to the transactions and circumstances referred to therein. No other financial statements or schedules are required to be included in the
Registration Statement.

     (u) The information supplied by the Company to Cawley, Gillespie & Associates, Inc. ("Cawley Gillespie"), independent petroleum
engineers, for purposes of preparing the reserve reports and estimates of Cawley Gillespie included in the Registration Statement, including,
without limitation, production, costs of operation and development, current prices for production, agreements relating to current and future
operations and sales of production, was true and correct in all material respects on the date supplied and was prepared in accordance with
customary industry practices; Cawley Gillespie, whose report on reserves is attached as Appendix A to the Prospectus were, as of the date of
such report, and are, as of the date hereof, independent petroleum engineers with respect to the Company.

     (v) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement
thereto), (i) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, indirect, direct or contingent, or
entered into any transaction that is not in the ordinary course of business, (ii) neither the Company nor any of its subsidiaries has sustained any
material loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity, whether or not covered by
insurance, (iii) the Company is not in default under the terms of any class of capital stock or membership interest of the Company or any
outstanding debt obligations, (iv) there has not been any material change in the indebtedness of the Company (other than in the ordinary course
of business) and (v) there has not been any material adverse change, or any development involving or that may reasonably be expected to result
in a Material Adverse Effect, in the condition (financial or otherwise), business, properties, net worth or result of operations of the Company.

      (w) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus (or any amendment or supplement
thereto), the Trust has not sustained since the date of its formation any material loss or interference with respect to the Subject Interests from
fire, explosion,

                                                                         12
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and,
since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement
thereto), there has not been (i) any change in the number of outstanding Trust Units or (ii) any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general affairs, financial position, or results of operations of the Trust, or
management of the Subject Interests, otherwise than as set forth or contemplated in the Prospectus.

     (x) The Units have been approved for listing on the NYSE under the symbol "MVO," subject to official notice of issuance of the Units
being sold by the Company, and upon consummation of the offering contemplated hereby the Trust will be in compliance with the designation
and maintenance criteria applicable to NYSE issuers.

     (y) Other than excepted activity pursuant to Regulation M under the Exchange Act, the Company has not taken and will not take, directly
or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute,
under the Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units
or for any other purpose.

     (z) The Company and each of its subsidiaries have filed all tax returns required to be filed (other than certain state or local tax returns, as
to which the failure to file, individually or in the aggregate, would not have a Material Adverse Effect), which returns are complete and correct,
and neither the Company nor any subsidiary is in default in the payment of any taxes that were payable pursuant to said returns or any
assessments with respect thereto. Except as disclosed in the Time of Sale Information and the Prospectus, all deficiencies asserted as a result of
any federal, state, local or foreign tax audits have been paid or finally settled and no issue has been raised in any such audit that, by application
of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so audited. There are
no outstanding agreements or waivers extending the statutory period of limitation applicable to any federal, state, local or foreign tax return for
any period. On the Closing Date, all stock transfer and other taxes that are required to be paid in connection with the sale of the Firm Units to
be sold by the Company to the Underwriters will have been fully paid by the Company and all laws imposing such taxes will have been
complied with.

      (aa) Except as set forth in the Time of Sale Information and the Prospectus, there are no transactions with "affiliates" (as defined in
Rule 405 promulgated under the Act) or any officer, director or security holder of the Company (whether or not an affiliate) that are required
by the Act to be disclosed in the Registration Statement. Additionally, no relationship, direct or indirect, exists between the Company or any of
its subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any subsidiary on the other
hand that is required by the Act to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus that is not so
disclosed.

     (bb) The Company is not an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an
investment company within the meaning of the Investment Company Act of 1940, as amended.

      (cc) The Company has and, as of Closing Date and the Additional Closing Date, as the case may be, will have good and defensible title to
the Subject Interests, free and clear of all liens, encumbrances and defects except (i) those described in the Prospectus or the Time of Sale
Information; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties,
production payments and similar interests and other burdens created by the Company or its predecessors in title; (iv) contractual obligations
arising under operating agreements, farm out agreements and other agreements that may affect the properties or their titles of a type and nature
customary in the oil and gas industry; (v) liens that arise in the normal course of operations, such as

                                                                         13
those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure
payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vi) pooling,
unitization and communalization agreements, declarations and orders; (vii) easements, restrictions, rights-of-way and other matters that
commonly affect property; (viii) conventional rights of reassignment that obligate the Company to reassign all or part of any Subject Interest to
a third party if the Company intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or
vested in appropriate governmental agencies or authorities to control or regulate the Subject Interests and the Term Net Profits Interest therein;
none of which in the aggregate materially adversely affect the value of the Subject Interests and do not materially interfere with the Term Net
Profits Interest or the use made and proposed to be made of such property by the Company and its subsidiaries. All contracts, agreements or
underlying leases, which comprise a portion of the Subject Interests and which individually or in the aggregate are material to the Subject
Interests taken as a whole, are in full force and effect, the Company has paid all rents and other charges to the extent due and payable
thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other
party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral
interests that constitute a portion of the Subject Interests held by the Company reflect in all material respects the right of the Company to
explore or receive production from such Subject Interests and the care taken by the Company and its subsidiaries with respect to acquiring or
otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases
and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the Trust will have good and defensible
title to the Term Net Profits Interest, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the
Conveyance).

     (dd) As of the Closing Date and the Additional Closing Date, as the case may be, except for liens and encumbrances described in the first
sentence of paragraph (cc) above, any and all liens or encumbrances on the Subject Interests will be subordinated to the Term Net Profits
Interest and all future liens or encumbrances on the Subject Interests shall be subordinate and inferior to the Term Net Profits Interest.

       (ee) Since the date the Trust was formed through the date hereof, and except as may otherwise be disclosed in the Prospectus or Time of
Sale Information, the Trust has not (i) issued or granted any Trust Units, (ii) incurred any liability or obligation, direct or contingent,
(iii) entered into any transaction not in the ordinary course of business or (iv) made any distribution.

     (ff) Each of the Company and its subsidiaries has all permits, licenses, franchises, approvals, consents and authorizations of governmental
or regulatory authorities (hereinafter, "permit" or "permits") as are necessary to own its properties and to conduct its business in the manner
described in the Time of Sale Information and the Prospectus, subject to such qualifications as may be set forth in the Time of Sale Information
and the Prospectus, except where the failure to have obtained any such permit has not had and will not have a Material Adverse Effect; each of
the Company and its subsidiaries has operated and is operating its business in material compliance with and not in material violation of all of its
obligations with respect to each such permit and no event has occurred that allows, or after notice or lapse of time would allow, revocation or
termination of any such permit or result in any other material impairment of the rights of any such permit, subject in each case to such
qualification as may be set forth in the Time of Sale Information and the Prospectus; and, except as described in the Time of Sale Information
and the Prospectus, such permits contain no restrictions that are materially burdensome to the Company or any of its subsidiaries.

      (gg) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of

                                                                        14
financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets
is permitted only in accordance with management's general or specific authorizations and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (hh) Neither the Company nor any of its subsidiaries, since each has been a subsidiary of the Company, nor, to the Company's knowledge,
any employee or agent of the Company or any of its subsidiaries, has, directly or indirectly, (i) made any unlawful contribution to any
candidate for political office, or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal, state, local
or foreign governmental official, or other person charged with similar public or quasi-public duties, other than payments required or permitted
by the laws of the United States or any jurisdiction thereof or applicable foreign jurisdictions.

      (ii) The Company and its subsidiaries are (i) in compliance with any and all applicable federal, state, local and foreign laws and
regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license
or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits, licenses or other approvals would not, individually or in the aggregate, have a
Material Adverse Effect or a material adverse effect on the Subject Interests. Neither the Company nor any of its subsidiaries has been named
as a "potentially responsible party" under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended.
Neither the Company nor any of its subsidiaries owns, leases or occupies any property that appears on any list of hazardous sites compiled by
any state or local governmental agency.

      (jj) Each of the Company and its subsidiaries owns and has full right, title and interest in and to, or has valid licenses to use, each
material trade name, trademark, service mark, patent, copyright, approval, trade secret and other similar rights (collectively "Intellectual
Property") under which the Company and its subsidiaries conduct all or any material part of its business, and the Company has not created any
lien or encumbrance on, or granted any right or license with respect to, any such Intellectual Property except where the failure to own or obtain
a license or right to use any such Intellectual Property has not and will not have a Material Adverse Effect; there is no claim pending against the
Company or its subsidiaries with respect to any Intellectual Property and the Company and its subsidiaries have not received notice or
otherwise become aware that any Intellectual Property that it uses or has used in the conduct of its business infringes upon or conflicts with the
rights of any third party. Neither the Company nor any of its subsidiaries has become aware that any material Intellectual Property that it uses
or has used in the conduct of its business infringes upon or conflicts with the rights of any third party.

     (kk) The Company has procured Lock-Up Agreements, in the form of Exhibit A attached hereto, from each of the Selling Unitholders.

   (ll) No officer, director or nominee for director or member of the Company has a direct or indirect affiliation or association with any
member of the NASD.

     (mm) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which it is engaged; and neither the Company nor any of its subsidiaries
has reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a comparable cost.

                                                                          15
     (nn) In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business,
operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities
(including any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such
review and amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not,
individually or in the aggregate, result in a Material Adverse Effect or a material adverse effect on the Subject Interests.

      (oo) The statements, (including the assumptions described therein) included in the Registration Statement, the Time of Sale Information
and the Prospectus under the headings "Prospectus Summary," "Risk Factors," "Projected Cash Distributions" and "The Underlying Properties"
(i) are within the coverage of Rule 175(b) under the Act to the extent such data constitute forward looking statements as defined in
Rule 175(c) and (ii) were made by the Company with a reasonable basis and reflect the Company's good faith estimate of the matters described
therein.

     (pp) The statements set forth in the Prospectus under the caption "Description of the Trust Units," insofar as they purport to constitute a
summary of the terms of the Trust Units, and the statements under the captions "The Trust," "Computation of Net Proceeds," "Description of
the Trust Agreement," "Description of the Trust Units," "Federal Income Tax Consequences," "State Tax Considerations," "ERISA
Considerations" and "Underwriting," fairly and accurately describe the provisions of the laws and documents referred to therein in all material
respects.

    (qq) The Trustee is a national banking association duly authorized and empowered to act as trustee of the Trust pursuant to the
Organizational Trust Agreement and the Trust Agreement.

     (rr) The Delaware Trustee is a Delaware banking corporation duly authorized and empowered to act as Delaware trustee of the Trust
pursuant to the Organizational Trust Agreement and the Trust Agreement.

     (ss) No consent, approval, authorization or filing is required under any law, rule or regulation of the States of Kansas or Colorado, or of
the United States of America in order to permit the Trustee to act as Trustee of the Trust.

     6.2 Of the Selling Unitholders. Each Selling Unitholder hereby represents and warrants, severally as to itself and not jointly, to each
Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional
Closing Date, as the case may be, that:

     (a) Such Selling Unitholder is the lawful owner of the Additional Units to be sold by such Selling Unitholder pursuant to this Agreement
and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Additional Units,
free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, and such Selling Unitholder has full
corporate power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust Units and
payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or claims, will
pass to the several Underwriters.

     (b) Such Selling Unitholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right,
power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by
such Selling Unitholder and [                  ], as custodian (the "Custodian"), relating to the deposit of the Additional Units to be sold by
such Selling Unitholder (the "Custody Agreement") and (iii) the Power of Attorney appointing certain individuals named therein as such
Selling Unitholder's attorneys-in-fact

                                                                        16
(the "Attorneys") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of
Attorney") to sell, assign, transfer and deliver the Additional Units to be sold by such Selling Unitholder in the manner provided herein.

     (c) Each of this Agreement, the Custody Agreement and Power of Attorney of such Selling Unitholder has been duly authorized,
executed and delivered by such Selling Unitholder and is a valid and binding agreement of such Selling Unitholder, enforceable as to such
Selling Unitholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy,
reorganization, insolvency and other laws affecting creditors' rights generally and (ii) equitable principles being applied at the discretion of a
court before which a proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state
securities laws and, pursuant to such Power of Attorney, such Selling Unitholder has, among other things, authorized the Attorneys, or any one
of them, to execute and deliver on such Selling Unitholder's behalf this Agreement and any other document that they, or any one of them, may
deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Additional Units to be sold
by such Selling Unitholder pursuant to this Agreement.

     (d) None of the sale of the Additional Units by such Selling Unitholder, the execution, delivery or performance by such Selling
Unitholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Unitholder by or on behalf of such Selling
Unitholder, the compliance by such Selling Unitholder with all the provisions hereof and thereof nor the consummation by such Selling
Unitholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except such as
may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will
constitute a breach of or a default under, the organizational documents of such Selling Unitholder, if such Selling Unitholder is not an
individual, or any agreement, indenture, lease or other instrument to which such Selling Unitholder is a party or by which such Selling
Unitholder or any property of such Selling Unitholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction,
order or decree applicable to such Selling Unitholder or any property of such Selling Unitholder.

     (e) The information in the Prospectus under the caption "Selling Trust Unitholders" that specifically relates to such Selling Unitholder
does not, and will not on the Closing Date or the Additional Closing Date, as the case may be, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

     (f) At any time prior to the Closing Date or the Additional Closing Date, as the case may be, if there is any change in the information
referred to in Section 6.2(e) hereof, such Selling Unitholder will immediately notify the Representative of such change.

     (g) Other than excepted activity pursuant to Regulation M under the Exchange Act, such Selling Unitholder has not taken and will not
take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or
constitute, under the Act or otherwise, stabilization or manipulation of the price of the Trust Units to facilitate the sale or resale of the Units.

     (h) Upon delivery of and payment for the Additional Units to be sold by such Selling Unitholder pursuant to this Agreement, good and
valid title to such Additional Units will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests,
equities and claims whatsoever.

                                                                          17
     (i) Except as described in the Time of Sale Information and the Prospectus, such Selling Unitholder does not have any registration or
other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the
offering contemplated by this Agreement.

     (j) Such Selling Unitholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1
hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact,
condition or information not disclosed in the Registration Statement or the Prospectus that has had or may have a Material Adverse Effect, and
is not prompted to sell Trust Units by any information concerning the Company that is not set forth in the Registration Statement.

     7.      Expenses . Whether or not the transactions contemplated hereby are consummated or this Agreement becomes effective or is
terminated, the Company and Selling Unitholders, jointly and severally, agree to pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Units under the Act and all
other expenses in connection with the preparation, printing and filing of the Registration Statement and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof and of any Preliminary Prospectus to the Underwriters and dealers; (ii) the
printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration
Statement, the Prospectus, each Preliminary Prospectus, the Time of Sale Information, the Blue Sky memoranda, the Master Agreement
Among Underwriters, this Agreement, the Selected Dealers Agreement and all amendments or supplements to any of them as may be
reasonably requested for use in connection with the offering and sale of the Units; (iii) consistent with the provisions of Section 5.1(i), all
expenses in connection with the qualification of the Units for offering and sale under state securities laws or Blue Sky laws, including
reasonable attorneys' fees and out-of-pocket expenses of the counsel for the Underwriters in connection therewith; (iv) the filing fees incident
to securing any required review by the NASD of the fairness of the terms of the sale of the Units and the reasonable fees and disbursements of
the Underwriters' counsel relating thereto; (v) the fees and expenses associated with listing the Units on the NYSE; (vi) the cost of preparing
unit certificates; (vii) the costs and charges of any transfer agent or registrar; (viii) the cost of the tax stamps, if any, in connection with the
issuance and delivery of the Units to the respective Underwriters; (ix) all other fees, costs and expenses referred to in Item 13 of the
Registration Statement; and (x) the transportation, lodging, graphics and other expenses incidental to the Company's preparation for and
participation in the "roadshow" for the offering contemplated hereby. Except as provided in this Section 7 and in Section 8 hereof, the
Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. In addition, in the event that the proposed
offering is terminated for the reasons set forth in Section 5.1(j) hereof, the Company agrees to reimburse the Underwriters as provided in
Section 5.1(j).

     8.     Indemnification and Contribution . Subject to the limitations in this paragraph below, the Company agrees to indemnify and hold
harmless you and each other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses,
claims, damages, liabilities and expenses, including reasonable costs of investigation and attorneys' fees and expenses (collectively,
"Damages") arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary
Prospectus, in the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus or in any
amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except
to the extent that any such Damages arise out of or are based upon an

                                                                        18
untrue statement or omission or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in
conformity with the information furnished in writing to the Company by or on behalf of any Underwriter through you, or by or on behalf of the
Selling Unitholders, as the case may be, expressly for use in connection therewith or (ii) any inaccuracy in or breach of the representations and
warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law; provided,
however, that with respect to any untrue statement or omission made in any Preliminary Prospectus, the indemnity agreement contained in this
paragraph shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter or to any officer,
director, employee or agent of any Underwriter) from whom the person asserting any such Damages purchased the Units concerned if both
(A) a copy of the Time of Sale Information was not sent or given to such person at or prior to the written confirmation of the sale of such Units
to such person as required by the Act and (B) the untrue statement or omission in the Preliminary Prospectus was corrected in the Time of Sale
Information. This indemnification shall be in addition to any liability that the Company may otherwise have.

      Subject to the limitations in this paragraph below, each Selling Unitholder, severally and not jointly, agrees to indemnify and hold
harmless you and each other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all Damages
arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or
in the Registration Statement, the Time of Sale Information, any free writing prospectus or the Prospectus or in any amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that any
such Damages arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission that has been made
therein or omitted therefrom in reliance upon and in conformity with the information not expressly relating to the Selling Unitholder or the
offering by them of their Additional Units or furnished in writing to the Company by or on behalf of any Underwriter through you expressly for
use in connection therewith or (ii) any inaccuracy in or breach of the representations and warranties of such Selling Stockholder contained
herein or any failure of such Selling Stockholder to perform its obligations hereunder or under law; provided, however, that with respect to any
untrue statement or omission made in any Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such Underwriter or to any officer, director, employee or agent of any
Underwriter) from whom the person asserting any such Damages purchased the Additional Units concerned if both (A) a copy of the Time of
Sale Information was not sent or given to such person at or prior to the written confirmation of the sale of such Additional Units to such person
as required by the Act and (B) the untrue statement or omission in the Preliminary Prospectus was corrected in the Time of Sale Information.
This indemnification shall be in addition to any liability that the Selling Unitsholder or any Selling Unitholders may otherwise have.

      In addition to its their other obligations under this Section 8, each of the Company and the Selling Unitholders, severally and not jointly,
agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based
upon any statement or omission, or any inaccuracy in the representations and warranties of the Company or the Selling Stockholders herein or
failure to perform its their respective obligations hereunder, all as set forth in this Section 8, the party against whom indemnification is being
sought will reimburse each Underwriter on a monthly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry or other proceeding (to the extent documented by reasonably itemized
invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the
Company or a Selling

                                                                        19
Stockholder to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper
by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each
Underwriter shall promptly return it to the person(s) from whom it was received. Any such interim reimbursement payments that are not made
to the Underwriters within 30 days of a request for reimbursement shall bear interest compounded daily at a rate determined on the basis of the
base lending rate announced from time to time by The Wall Street Journal from the date of such request.

     If any action or claim shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity
may be sought jointly and severally against the Company and the Selling Unitholders, such Underwriter or such controlling person shall
promptly notify in writing the party(s) against whom indemnification is being sought (the "indemnifying party" or "indemnifying parties"), and
such indemnifying party(s) shall assume the defense thereof, including the employment of counsel reasonably acceptable to such Underwriter
or such controlling person and the payment of all reasonable fees of and expenses incurred by such counsel. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Underwriter or such controlling person, unless (i) the indemnifying party(s) has (have)
agreed in writing to pay such fees and expenses, (ii) the indemnifying party(s) has (have) failed to assume the defense and employ counsel
reasonably acceptable to the Underwriter or such controlling person or (iii) the named parties to any such action (including any impleaded
parties) include both such Underwriter or such controlling person and the indemnifying party(s), and such Underwriter or such controlling
person shall have been advised by its counsel that one or more legal defenses may be available to the Underwriter that may not be available to
the Company or the Selling Unitholders, or that representation of such indemnified party and any indemnifying party(s) by the same counsel
would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in which case the indemnifying party(s) shall not have the right to assume
the defense of such action on behalf of such Underwriter or such controlling person (but the Company and the Selling Unitholders, as
applicable, shall not be liable for the fees and expenses of more than one counsel for the Underwriters and such controlling persons)). The
indemnifying party(s) shall not be liable for any settlement of any such action effected without its (their several) written consent, but if settled
with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party(s) agree(s) to indemnify
and hold harmless any Underwriter and any such controlling person from and against any loss, claim, damage, liability or expense by reason of
such settlement or judgment, but in the case of a judgment only to the extent stated in the first and second paragraph of this Section 8.

     Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Selling Unitholders, their
respective directors, their respective officers who sign the Registration Statement and any person who controls the Company or the Selling
Stockholders within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing several
indemnity from the Company and the Selling Unitholders to each Underwriter, but only with respect to information furnished in writing by or
on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus, the Time of Sale Information, any
Issuer Free Writing Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto. If any action or claim shall be brought
or asserted against the Company or the Selling Unitholders, any of their respective directors, any of their respective officers or any such
controlling person based on the Registration Statement, the Prospectus, the Time of Sale Information or any Preliminary Prospectus, or any
amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such
Underwriter shall have the rights and duties given to the Company and the Selling Stockholders by the immediately preceding

                                                                        20
paragraph (except that if the Company and the Selling Unitholders shall have assumed the defense thereof such Underwriter shall not be
required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel
shall be at such Underwriter's expense), and the Company and the Selling Unitholders, their respective directors, any such officers and any
such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph.

     In any event, the Company or the Selling Unitholders will not, without the prior written consent of the Representative, settle or
compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of which the
indemnification may be sought hereunder (whether or not the Representative or any person who controls the Representative within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless such settlement,
compromise or consent includes an unconditional release of all Underwriters and such controlling persons from all liability arising out of such
claim, action, suit or proceeding.

      If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever to an indemnified party in
respect of any Damages referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, from the
offering and sale of the Units or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company and the
Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, in connection with the statements or omissions that
resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company and
the Selling Unitholders, respectively, on the one hand, and the Underwriters on the other hand, shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Unitholders bear to the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the
Prospectus; provided that, in the event that the Underwriters shall have purchased any Additional Units hereunder, any determination of the
relative benefits received by the Company and the Selling Unitholders or the Underwriters from the offering of the Units shall include the net
proceeds (before deducting expenses) received by the Company and the Selling Unitholders, and the underwriting discounts and commissions
received by the Underwriters, from the sale of such Additional Units, in each case computed on the basis of the respective amounts set forth in
the notes to the table on the cover page of the Prospectus. The relative fault of the Company and the Selling Unitholders, respectively, on the
one hand, and the Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company
or the Selling Unitholders, on the one hand, or by the Underwriters on the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

      The Company, the Selling Unitholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this
Section 8 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid
or payable by an indemnified party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with

                                                                        21
investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to
contribute any amount in excess of the amount of the underwriting commissions received by such underwriter in connection with the Units
underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 8 are several in proportion to the respective numbers of Firm Units set forth opposite their names in
Schedule I hereto (or such numbers of Firm Units increased as set forth in Section 10 hereof) and not joint.

      Notwithstanding the third paragraph of this Section 8, any Damages for which an indemnified party is entitled to indemnification or
contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as Damages are incurred after receipt of
reasonably itemized invoices therefor. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the several,
and not joint, representations and warranties of the Company and the Selling Unitholders set forth in this Agreement shall remain operative and
in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter,
the Company, the Selling Unitholders, their respective directors or officers or any person controlling the Company or the Selling Unitholders,
(ii) acceptance of any Units and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or any
person controlling any Underwriter, or to the Company or the Selling Unitholders, their respective directors or officers or any person
controlling the Company or the Selling Unitholders, shall be entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 8.

      It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in the third paragraph of
this Section 8, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled
by arbitration conducted pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a
written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party
demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said
demand or notice is authorized to do so. Such arbitration would be limited to the operation of the interim reimbursement provisions contained
in the third and fifth paragraphs of this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse
expenses that is created by the provisions of the third paragraph of this Section 8.

     9.     Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase the Firm Units hereunder are
subject to the following conditions:

      (a) The Registration Statement shall have become effective not later than 12:00 noon, New York City time, on the date hereof, or at such
later date and time as shall be consented to in writing by the Representative, and all filings required by Rules 424(b), 430A and 462 under the
Act shall have been timely made.

      (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the
Organizational Trust Agreement, the Trust Agreement, the Administrative Services Agreement, the Conveyance, the Registration Statement
and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably
satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such matters.

                                                                        22
     (c) You shall be reasonably satisfied that since the respective dates as of which information is given in the Registration Statement, the
Time of Sale Information and Prospectus, (i) there shall not have been any change in the capital stock or membership interests of the Company
or any material change in the indebtedness (other than in the ordinary course of business) of the Company or the Trust, (ii) except as set forth
or contemplated by the Registration Statement, the Time of Sale Information or the Prospectus, no material oral or written agreement or other
transaction shall have been entered into by the Company that is not in the ordinary course of business or that could reasonably be expected to
result in a material reduction in the future earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the
Company shall have been sustained that had or could reasonably be expected to have a Material Adverse Effect or have a material adverse
effect on the Subject Interests, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its properties that is
material to the Company or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement shall have
been instituted or threatened and (v) there shall not have been any material change in the condition (financial or otherwise), business,
management, results of operations or prospects of the Company or its subsidiaries that makes it impractical or inadvisable in your judgment to
proceed with the public offering or purchase of the Units as contemplated hereby.

     (d) You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of [Vinson & Elkins L.L.P.] [To be
discussed—Allocation of opinion topics among V&E and local counsel.], counsel to the Company, substantially to the effect that:

           (i) The Trust is a statutory trust duly organized and validly existing in good standing under the laws of the State of Delaware, with
     full trust power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement
     and the Prospectus (and any amendment or supplement thereto). The Trust Units have been duly authorized, are fully paid without the
     requirement of any further consideration, and, assuming due execution by the Trustee of the certificates representing the Trust Units, are
     validly issued and entitle the holder thereof to the benefits of the Trust Agreement.

           (ii) No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative
     agency or other governmental body, agency or official is required on the part of the Company (except such as have been obtained under
     the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Firm Units by
     the Underwriters) for the valid sale of the Units to the Underwriters under this Agreement, the execution, delivery and performance of this
     Agreement, the Organizational Trust Agreement, the Trust Agreement or the Administrative Services Agreement or the consummation of
     the transactions contemplated hereby and thereby.

          (iii) No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative
     agency or other governmental body, agency or official is required on the part of the Selling Unitholders (except such as have been
     obtained under the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the
     Additional Units) for the valid sale of the Additional Units to the Underwriters by the Selling Unitholders under this Agreement.

          (iv) The Company has all requisite power and authority to enter into this Agreement, the Organizational Trust Agreement, the Trust
     Agreement and the Administrative Services Agreement and to sell and deliver the Firm Units to be sold by it to the Underwriters as
     provided herein. Each of this Agreement, the Organizational Trust Agreement, the Trust Agreement and the Administrative Services
     Agreement has been duly authorized, executed and delivered by the Company. Each of the Organizational Trust Agreement, the Trust
     Agreement and the Administrative Services Agreement is a valid and binding agreement of the Company, enforceable

                                                                        23
against the Company in accordance with its terms, except as to the extent enforceability may be limited by (A) the application of
bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally and (B) equitable principles being applied at the
discretion of a court before which any proceeding may be brought, and except as rights to indemnity and contribution hereunder may be
limited by federal or state securities laws.

     (v) The Selling Unitholders have all requisite power and authority to enter into this Agreement and to sell and deliver the Additional
Units to be sold by them to the Underwriters as provided herein. Each of this Agreement, the Custody Agreement and the Powers of
Attorney of the Selling Unitholders has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the
Selling Unitholders enforceable against the Selling Unitholders in accordance with its terms, except to the extent enforceability may be
limited by (A) bankruptcy, reorganization, insolvency or other laws affecting enforcement of creditors' rights generally and (B) equitable
principles being applied at the discretion of a court before which any proceeding may be brought, and except as to indemnity and
contribution hereunder may be limited by federal or state securities laws.

     (vi) The Company is the record owner of the Firm Units to be sold by the Company to the Underwriters hereunder, and the Company
has corporate power and authority to sell and deliver to the Underwriters such Firm Units; such counsel has no knowledge that,
immediately prior to the Closing Date, the Company did not have good and valid title to such Firm Units sold at the Closing Date, free and
clear of all adverse claims (within the meaning of Article 8 of the Uniform Commercial Code ("UCC")). Upon payment for the Firm Units
to be sold by the Company, delivery of such Firm Units, as directed by the Underwriters, to Cede & Co. ("Cede") or such other nominee
as may be designated by the DTC, registration of such Firm Units in the name of Cede or such other nominee and the crediting of such
Firm Units on the books of DTC to "securities accounts" (within the meaning of Section 8-501 (a) of the UCC) of the Underwriters
(assuming that neither DTC nor any such Underwriter has notice of any "adverse claim" (within the meaning of Section 8-105 of the
UCC) to such Trust Units), (A) the Underwriters will acquire a valid "security entitlement" (within the meaning of Section 8-102(a)(17) of
the UCC) in respect of such Firm Units and (ii) no action based on any "adverse claim" (within the meaning of Section 8-102(a)(1) of the
UCC) to such Firm Units may be asserted against the Underwriters with respect to such "security entitlement".

      (vii) The Selling Unitholders are the record owner of the Additional Units to be sold by the Selling Unitholders to the Underwriters
hereunder, and the Selling Unitholders have corporate power and authority to sell and deliver to the Underwriters such Additional Units;
such counsel has no knowledge that immediately prior to the Additional Closing Date the Company did not have good and valid title to
such Trust Units sold at the Additional Closing Date, free and clear of all adverse claims (within the meaning of Article 8 of the UCC).
Upon payment for the Additional Units to be sold by the Selling Unitholders, delivery of such Additional Units, as directed by the
Underwriters, to Cede or such other nominee as may be designated by the DTC, registration of such Additional Units in the name of Cede
or such other nominee and the crediting of such Additional Units on the books of DTC to "securities accounts" (within the meaning of
Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any "adverse claim"
(within the meaning of Section 8-105 of the UCC) to such Additional Units), (A) the Underwriters will acquire a valid "security
entitlement" (within the meaning of Section 8-102(a)(17) of the UCC) in respect of such Additional Units and (B) no action based on any
"adverse claim" (within the meaning of Section 8-102(a)(1) of the UCC) to such Additional Units may be asserted against the
Underwriters with respect to such "security entitlement".

                                                                   24
    (viii) The Company is a limited liability company organized and validly existing in good standing under the laws of the State of
Kansas, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or supplement thereto), and is duly registered or otherwise qualified to
conduct its business as a foreign corporation and is in good standing in the states of Kansas and Colorado.

     (ix) Each of the Company's subsidiaries is a corporation duly organized and validly existing in good standing under the laws of the
jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and is duly registered or
otherwise qualified to conduct its business as a foreign corporation and is in good standing in the states of Kansas and Colorado; and all of
the outstanding shares of capital stock or other equity interests of each of the subsidiaries have been duly authorized and validly issued,
and are fully paid and nonassessable, and are owned by the Company directly, or indirectly through one of the other subsidiaries, free and
clear of any perfected security interest, or any other security interest, lien, adverse claim, equity or other encumbrance.

      (x) To the knowledge of such counsel after reasonable inquiry, neither the Company nor any of its subsidiaries is in violation of its
certificate or articles of incorporation or organization or bylaws, or other organizational documents or agreements, and is not in default in
the performance of any obligation, agreement or condition contained in any bond, indenture, note or other evidence of indebtedness or any
other agreement or obligation of the Company (as identified by the Company to such counsel and listed in an exhibit to such opinion)
where the default would have, individually or in the aggregate, a Material Adverse Effect.

     (xi) Neither the offer, sale or delivery of the Firm Units by the Company, the execution, delivery or performance by the Company of
this Agreement, the Organizational Trust Agreement, the Trust Agreement or the Administrative Services Agreement, compliance by the
Company with all provisions hereof nor consummation by the Company of the transactions contemplated hereby (A) conflicts or will
conflict with or constitutes or will constitute a breach of, or a default under, the articles of organization or operating agreement the
Company or any material agreement, indenture, lease or other instrument to which the Company is a party or by which any of its
properties is bound (as identified by the Company to such counsel and listed in an exhibit to such opinion) or (B) creates or will result in
the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or (C) violates or will result in
any violation of any existing law, statute, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws),
judgment, injunction, order or decree that is known to such counsel and is applicable to the Company or any of its properties.

     (xii) Neither the offer, sale or delivery of the Additional Shares by the Selling Unitholders, the execution, delivery or performance by
the Selling Unitholders of this Agreement, compliance by the Selling Unitholders with all provisions hereof nor consummation by the
Selling Unitholders of the transactions contemplated hereby (A) conflicts or will conflict with or constitutes or will constitute a breach of,
or a default under, the organizational documents of such Selling Unitholder, if such Selling Unitholder is not an individual, or any material
agreement, indenture, lease or other instrument to which such Selling Unitholder is a party or by which any of their properties is bound,
(B) creates or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling
Unitholder or (C) violates or will result in any violation of any existing law, statute, regulation, ruling (assuming compliance with all
applicable state and securities and Blue Sky laws), judgment, injunction, order or decree that is known to such counsel and is applicable to
such Selling Unitholder or any of its properties.

                                                                   25
      (xiii) The Conveyance has been duly authorized and when duly executed by the proper officers of the Company and delivered by the
Company to the Trust, will constitute valid and binding agreements of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by (A) the application of bankruptcy, reorganization, insolvency or other laws
affecting creditors' rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding
may be brought; the form of the Conveyance to be filed is adequate and sufficient under the laws of each state in which it is to be filed to
transfer title to the Term Net Profits Interest to the Trust and complies with the laws of such state relating to recording, filing and
registration laws and regulations; the recording of the Conveyance in the appropriate real property records in each county in any state
where the Subject Interests are located is sufficient to provide the Trust the protections afforded under the recordation laws of such state
against purchasers or creditors of the Company and its subsidiaries subsequently acquiring interests in the Subject Interests, and such
purchasers and creditors of the Company will be deemed to purchase with notice of, and subject to, such Term Net Profits Interest and the
Conveyance and the related Term Net Profits Interest should not constitute executory contracts as such term is used in the federal
bankruptcy code; the Company has made all necessary recordings and filings of the Conveyance; the Term Net Profits Interest and the
Conveyance conform in all material respects to the descriptions thereof in the Prospectus.

     (xiv) Neither the Trust nor the Trustee is required to qualify to transact business or appoint an agent for service of process in the
states in which the Conveyance is to be filed as a result of the ownership, operation or activities of the Trust or the Trustee with respect to
the Trust, and the activities of the Trustee pursuant to the Trust Agreement will not require the appointment of an ancillary trustee in the
states the Conveyance is to be filed.

      (xv) A beneficial owner of a Trust Unit will not be subject to personal liability under state and local laws in the states the Conveyance
is to be filed by virtue of said ownership, including liability regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment.

    (xvi) The execution, delivery and performance by the Trustee of the Trust Agreement will not violate or conflict with any law,
administrative ruling or regulation of the states in which the Conveyance is to be filed.

      (xvii) No consent, approval, authorization or filing is required under any law, rule or regulation of the states in which the Conveyance
is to be filed (A) to permit the Trustee to act as trustee with respect to the oil and gas properties located in such states or (B) in connection
with the execution and delivery of the Conveyance, or necessary to the validity, legality or enforceability of the Conveyance.

     (xviii) Except as described in the Time of Sale Information or the Prospectus, there is no action, suit, inquiry, proceeding, or
investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the
knowledge of such counsel, threatened, against or involving the Company or its subsidiaries, or the properties of either the Company or
any of its subsidiaries: (A) which might individually or in the aggregate prevent or adversely affect the transactions contemplated by this
Agreement or result in a Material Adverse Effect, nor, to the knowledge of such counsel, is there any basis for any such action, suit,
inquiry, proceeding or investigation; or (B) that are required to be described in the Registration Statement or Prospectus (or any
amendment or supplement thereto) that are not described as required therein.

      (xix) Such counsel has reviewed all agreements, contracts, indentures, leases or other documents or instruments described or referred
to in the Registration Statement and the Prospectus, and such agreements, contracts (and forms of contracts), indentures, leases or other

                                                                    26
documents or instruments are fairly summarized or disclosed in all material respects therein, and filed as exhibits thereto as required, and
such counsel does not know of any agreements, contracts, indentures, leases or other documents or instruments required to be so
summarized or disclosed or filed that have not been so summarized or disclosed or filed.

     (xx) The Registration Statement has been declared effective by the Commission under the Act. To the best knowledge of such
counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for
such purpose have been instituted or are pending or are contemplated or threatened by the Commission. Any required filing of the
Prospectus and any supplement thereto pursuant to Rule 424(b) under the Act has been made in the manner and within the time period
required by such Rule 424(b).

     (xxi) The Registration Statement, including any Rule 462 Registration Statement, the Prospectus and each amendment or supplement
to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and
supporting schedules included therein or in exhibits to or excluded from the Registration Statement, as to which no opinion need be given)
comply as to form in all material respects with the requirements of the Act.

     (xxii) The descriptions in the Prospectus of statutes, regulations or legal or governmental proceedings, insofar as they purport to
summarize certain of the provisions thereof, are accurate in all material respects and fairly present the information required to be presented
by the Act and the rules and regulations thereunder.

     (xxiii) The Company is not an "investment company" or an "affiliated person" of, or "promoter" or "principal investor" for, an
"investment company," as such terms are defined in the Investment Company Act of 1940, as amended.

     (xxiv) The Units have been approved for listing on the New York Stock Exchange.

      (xxv) The statements (A) in the Time of Sale Information and the Prospectus under the captions "Risk Factors—The trust and the
public trust unitholders will have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As
a result, public trust unitholders will have no ability to influence the operation of the underlying properties," "Risk Factors—MV Partners
may transfer all or a portion of the underlying properties at any time, subject to specified limitations, and MV Partners may abandon
individual wells or properties that it reasonably believes to be uneconomic. Under these circumstances, trust unitholders will have no
ability to prevent MV Partners from transferring the underlying properties to another operator, even if the trust unitholders do not believe
that operator would operate the underlying properties in the same manner as MV Partners," "Risk Factors—The amount of cash available
for distribution by the trust will be reduced by the amount of any production and development costs, taxes, costs and payments made with
respect to the hedge contracts, capital expenditures and post-production costs," "Risk Factors—The trustee may, under certain
circumstances, sell the net profits interest and dissolve the trust prior to the expected termination of the trust. As a result, trust unitholders
may not recover their investment," "Risk Factors—Conflicts of interest could arise between MV Partners and the trust unitholders," "Risk
Factors—The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders," "Risk Factors—Trust
unitholders have limited ability to enforce provisions of the net profits interest," "Risk Factors—Courts outside of Delaware may not
recognize the limited liability of the trust unitholders provided under Delaware law," "Risk Factors—The trust has not obtained a ruling
from the IRS regarding the tax treatment of ownership of the trust units. If the IRS were to determine that the trust is not a 'grantor trust'
for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment than that described in this
prospectus," "The Trust," "Computation of Net Proceeds," "Description of the Trust Agreement,"

                                                                     27
     "Description of the Trust Units," "Federal Income Tax Considerations," "State Tax Considerations" and "ERISA Considerations" and
     (B) in Item 14 and Item 15 of the Registration Statement, insofar as such statements constitute matters of law, summaries of legal matters,
     the Company's articles of organization and operating agreement, documents or legal proceedings, or legal conclusions, have been
     reviewed by such counsel and are accurate descriptions in all material respects of the legal matters described therein.

          (xxvi) Assuming the purchase of the Additional Units by the Selling Unitholders as described in the Prospectus, the Additional Units
     are fungible, for federal income tax purposes, with the Firm Units.

     In rendering such opinion, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers
of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon.
Copies of all such certificates shall be furnished to you and your counsel on the Closing Date and the Additional Closing Date, as the case may
be.

      In addition to the opinion set forth above, such counsel shall state that during the course of their participation in the preparation of the
Registration Statement, the Prospectus and the Time of Sale Information, and any amendments thereto, nothing has come to the attention of
such counsel that has caused them to believe or given them reason to believe that the Registration Statement, the Prospectus or the Time of Sale
Information, or any amendment thereto (except for the financial statements and other financial and accounting information contained therein or
omitted therefrom as to which no opinion need be expressed), at the date thereof, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Registration Statement,
the Prospectus or the Time of Sale Information as of the date of the opinion (except as aforesaid), contains an untrue statement of a material
fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.

    (e) You shall have received on the Closing Date or Additional Closing Date, as the case may be, an opinion of Baker Botts L.L.P., as
counsel for the Underwriters, dated the Closing Date or Additional Closing Date, as the case may be, with respect to the sale of the Units, the
Registration Statement and other related matters as you may reasonably request, and the Company and its counsel shall have furnished to your
counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

     (f) You shall have received on the Closing Date or Additional Closing Date, as the case may be, a certificate of the Trustee, dated the
Closing Date or Additional Closing Date, as the case may be, executed by a duly authorized officer of the Trustee, representing and warranting
to each of the Underwriters that:

          (i) The Trustee is a national banking association authorized and empowered to act as trustee of the Trust pursuant to the Trust
     Agreement, and no consent, approval, authorization or filing is required under any law, rule or regulation of the State of Delaware or of
     the United States of America in order to permit the Trustee to act as trustee of the Trust;

          (ii) The Trust Agreement has been executed and delivered by the Trustee and, assuming the due authorization, execution and
     delivery thereof by the Company, is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its
     terms, except as the enforceability thereof may be limited by (A) the application of bankruptcy, reorganization, insolvency or other laws
     affecting creditors' rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding
     may be brought; and the Conveyance has been duly and validly executed by the Trustee; and

                                                                        28
          (iii) There are 11,500,000 Trust Units authorized and outstanding under the Trust Agreement, all of which have been duly and
     validly issued in accordance with the Trust Agreement; to the extent certificates representing Trust Units have been issued, certificates
     representing the Trust Units have been duly executed by the Trustee; and holders of the Trust Units are entitled to the benefits of the Trust
     Agreement.

     (g) You shall have received letters addressed to you and dated the date hereof and the Closing Date or the Additional Closing Date, as the
case may be, from the firm of Grant Thornton LLP, independent certified public accountants, substantially in the forms heretofore approved by
you.

     (h) (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and no
proceedings for that purpose shall be pending or, to the knowledge of the Company, shall be threatened or contemplated by the Commission at
or prior to the Closing Date or Additional Closing Date, as the case may be; (ii) no order suspending the effectiveness of the Registration
Statement or the qualification or registration of the Units under the securities or Blue Sky laws of any jurisdiction shall be in effect and no
proceeding for such purpose shall be pending or, to the knowledge of the Company, threatened or contemplated by the authorities of any
jurisdiction; (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been
complied with to the satisfaction of the staff of the Commission or such authorities; (iv) after the date hereof, no amendment or supplement to
the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object
thereto in good faith; and (v) all of the representations and warranties of the Company contained in this Agreement shall be true and correct in
all material respects (except for such representations and warranties qualified by materiality, which representations and warranties shall be true
and correct in all respects) on and as of the date hereof and on and as of the Closing Date or Additional Closing Date, as the case may be, as if
made on and as of the Closing Date or Additional Closing Date, as the case may be, and you shall have received a certificate, dated the Closing
Date or the Additional Closing Date, as the case may be, and signed by the chief executive officer and the chief financial officer of the
Company (or such other officers as are acceptable to you) to the effect set forth in this Section 9(h) and in Sections 9(c) and 9(j) hereof.

     (i) Neither the Company nor the Trust shall not have failed in any material respect at or prior to the Closing Date or the Additional
Closing Date, as the case may be, to have performed or complied with any of its agreements herein contained and required to be performed or
complied with by it hereunder at or prior to the Closing Date or Additional Closing Date, as the case may be.

     (j) The Company shall have furnished or caused to have been furnished to you such further certificates and documents as you shall have
reasonably requested.

      (k) At or prior to the Closing Date, you shall have received the written commitment Lock-Up Agreements from each of the Selling
Unitholders not to directly or indirectly (i) sell, offer or contract to sell or otherwise dispose of or transfer any Trust Securities, whether now
owned or acquired after the date of the Prospectus or with respect to which the power of disposition is acquired after the date of the Prospectus,
or file any registration statement under the Act with respect to the foregoing or (ii) enter into any swap or other agreement or any other
agreement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of Trust Securities whether any
such swap or transaction is to be settled by delivery of Trust Securities, in cash or otherwise; other than as provided in such written
commitment before the expiration of 180 days from the Closing Date, without the prior written consent of Raymond James & Associates, Inc.

     (l) At or prior to the effective date of the Registration Statement, you shall have received a letter from the Corporate Financing
Department of the NASD confirming that such Department has determined to raise no objections with respect to the fairness or reasonableness
of the underwriting terms and arrangements of the offering contemplated hereby.

                                                                        29
    (m) You shall have received letters addressed to you and dated the Closing Date or the Additional Closing Date, as the case may be, from
Cawley Gillespie stating the conclusions and findings of such firm with respect to oil and gas reserves of the Company, substantially in the
form approved by you.

     (n) At or prior to the Closing Date, the Company shall have (i) filed the Conveyance in counties covering not less than [90]% of
producing wells covered by the Conveyance and (ii) a UCC-1 financing statement in Topeka, Kansas giving notice of the security interest
created by the Conveyance.

     (o) You shall be satisfied that, and you shall have received a certificate dated the Closing Date or Additional Closing Date, as the case
may be, from each Selling Stockholder to the effect that, as of the Closing Date or Additional Closing Date, as the case may be: (i) the
representations and warranties made by such Selling Unitholders herein are true and correct in all material respect on the Closing Date or
Additional Closing Date, as the case may be, and (ii) such Selling Unitholder has complied with all obligations and satisfied all conditions that
are required to be performed or satisfied on his or its part at or prior to the Additional Closing Date or Closing Date, as the case may be.

      All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to you and your counsel.

     The several obligations of the Underwriters to purchase Additional Units hereunder are subject to the satisfaction on and as of the
Additional Closing Date of the conditions set forth in this Section 9, except that, if the Additional Closing Date is other than the Closing Date,
the certificates, opinions and letters referred to in this Section 9 shall be dated as of the Additional Closing Date and the opinions called for by
paragraphs (d) and (e) shall be revised to reflect the sale of Additional Units.

     If any of the conditions hereinabove provided for in this Section 9 shall not have been satisfied when and as required by this Agreement,
this Agreement may be terminated by you by notifying the Company of such termination in writing or by telegram at or prior to such Closing
Date, but you shall be entitled to waive any of such conditions.

     10. Effective Date of Agreement. This Agreement shall become effective upon the later of (a) the execution and delivery hereof by the
parties hereto and (b) release of notification of the effectiveness of the Registration Statement by the Commission; provided, however, that the
provisions of Sections 7 and 8 shall at all times be effective.

      11. Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Units that it or they have
agreed to purchase hereunder, and the aggregate number of Firm Units that such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate number of the Firm Units, each non-defaulting Underwriter shall be obligated,
severally, in the proportion in which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of
Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement
Among Underwriters, to purchase the Firm Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If
any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such
default occurs is more than one-tenth of the aggregate number of Firm Units and arrangements satisfactory to you and the Company for the
purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company
shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in
the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph
shall not

                                                                         30
relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

     12. Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part
of any Underwriter to the Company by notice to the Company, if prior to the Closing Date or the Additional Closing Date (if different from the
Closing Date and then only as to the Additional Units), as the case may be, in your sole judgment, (i) trading in the Trust Units shall have been
suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or
materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material
governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such
exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking
activities shall have been declared by either federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event
the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to market
the Units or to enforce contracts for the sale of the Units. Notice of such cancellation shall be promptly given to the Company and its counsel
by telegraph, telecopy or telephone and shall be subsequently confirmed by letter.

     13. Information Furnished by the Underwriters. The Company acknowledges that (i) the list of Underwriters and their respective
participation in the sale of Units, (ii) the first and second sentences of the third paragraph and (iii) eleventh through sixteenth paragraphs, each
under the caption "Underwriting" in any Preliminary Prospectus, constitute the only information furnished by or on behalf of the Underwriters
through you or on your behalf as such information is referred to in Sections 6(c), 6.1(d) and 8 hereof.

    14. Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this
Agreement shall be in writing and shall be delivered

     (i)
              to the Company

            MV Partners, LLC
            250 N. Water, Suite 300
            Wichita, Kansas 67202
            Attention: David L. Murfin

            with a copy to

            Vinson & Elkins L.L.P.
            1001 Fannin Street, Suite 2300
            Houston, Texas 77002
            Attention: Thomas P. Mason

     (ii)
              to the Trust

            The Bank of New York Trust Company, N.A.
            Global Corporate Trust
            221 West Sixth Street, 1st Floor
            Austin, Texas 78701
            Attention: Mike J. Ulrich

            with a copy to

                                                                         31
             Andrews Kurth LLP
             600 Travis
             Suite 4200
             Houston, Texas 77002
             Attention: David C. Buck

     (iii)
               to the Selling Unitholders

             [NAME]
             [ADDRESS]
             Attention: [               ]

     (iv)
               to the Underwriters

             Raymond James & Associates, Inc.
             880 Carillon Parkway
             St. Petersburg, Florida 33716
             Attention: [               ]

             with a copy to

             Baker Botts L.L.P.
             One Shell Plaza
             910 Louisiana Street, Suite 3200
             Houston, Texas 77002
             Attention: R. Joel Swanson, Jr.

     This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and its manager and officers, the
Trust and the Selling Unitholders.

      15. No Fiduciary Duty. Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral
representations or assurances previously or subsequently made by any of the Underwriters, each of the Company and the Selling Unitholders
acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Company or the Selling
Unitholders, on the one hand, and the Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters
and are not acting as advisors, expert or otherwise, to either the Company or the Selling Unitholders in connection with this offering, the sale of
the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the
public offering price of the Units; (iii) the relationship between the Company and the Selling Unitholders, on the one hand, and the
Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company, the Selling
Unitholders and the Underwriters based on discussions and arms' length negotiations and each of the Company and the Selling Unitholders
understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that
the Underwriters may have to the Company or the Selling Unitholders shall be limited to those duties and obligations specifically stated herein;
and (v) notwithstanding anything in this Agreement to the contrary, each of the Company and the Selling Unitholders acknowledges that the
Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and
the purchase price paid to the Company and the Selling Unitholders by the Underwriters for the shares and that such interests may differ from
the interests of the Company and the Selling Unitholders, and the Underwriters have no obligation to disclose, or account to the Company or
the Selling Unitholders for any benefit that they may derive from, such additional financial interests. Each of the Company and the Selling
Unitholders hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company or the may have against
the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability

                                                                        32
(whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf
of or in right of the Company or any of their respective members, managers, employees or creditors.

     16. Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida without reference to choice of law principles thereunder.

     This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument.

     This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party
hereto.

    The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based
upon or arising out of this Agreement or the transactions contemplated hereby.

                                                                       33
     Please confirm that the foregoing correctly sets forth the agreement among the Company, the Trust, the Selling Unitholders and the
several Underwriters.

                                                                               Very truly yours,

                                                                               MV PARTNERS, LLC

                                                                               By: MV Energy, LLC,
                                                                                   its Manager

                                                                               By: Murfin, Inc.,
                                                                                   Member

                                                                               By:
                                                                                     Name: David L. Murfin
                                                                                     Title: Chairman and Chief Executive Officer

                                                                               MV OIL TRUST

                                                                               By: JPMorgan Chase Bank N.A.,
                                                                                   Trustee

                                                                               By:
                                                                                     Name: Mike J. Ulrich
                                                                                     Title: [             ]

                                                                               The Selling Unitholders Named in Schedule II Hereof, Acting
                                                                               Severally

                                                                               By:
                                                                                     Name: [                 ]
                                                                                     Title: Attorney-in-Fact
CONFIRMED as of the date first above mentioned, on behalf of the
Representative and the other several Underwriters named in Schedule I
hereto.

RAYMOND JAMES & ASSOCIATES, INC.


By:
      Authorized Representative

                                                                      34
                                   SCHEDULE I

Name                                            Number Firm Units

Raymond James & Associates, Inc.                         [          ]
A.G. Edwards & Sons, Inc.                                [          ]
RBC Capital Markets Corporation                          [          ]
Oppenheimer & Co., Inc.                                  [          ]

Total:                                                  7,500,000

                                      35
                         SCHEDULE II

                 Schedule of Selling Unitholders

                                                     Number of
                                                   Additional Units
Unitholder                                           to be Sold

MV Energy, LLC                                           562,500
VAP-I, LLC                                               562,500

                               36
     SCHEDULE III

Free Writing Prospectuses

           37
                                                                     EXHIBIT A

               , 2006

MV PARTNERS, LLC
250 N. Water, Suite 300
Wichita, Kansas 67202

RAYMOND JAMES & ASSOCIATES, INC.
As Representative of the Several Underwriters
c/o Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716


                                     Re: MV Partners, LLC (the "Company")—Restriction on Unit Sales

Dear Sirs:

      This letter is delivered to you pursuant to the Underwriting Agreement (the "Underwriting Agreement") to be entered into by the
Company, as issuer, the Trust, the Selling Unitholders, and Raymond James & Associates, Inc., the representative (the "Representative") of
certain underwriters (the "Underwriters") to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement,
(i) the Company proposes to sell to the Underwriters units of beneficial interest (the "Units") in the Trust, a statutory trust formed under the
laws of the State of Delaware, and (ii) the Underwriters intend to effect a public offering of the Units, as described in and contemplated by the
registration statement of the Trust and the Company on Form S-1, File No. 333-136609 (the "Registration Statement"), as filed with the
Securities and Exchange Commission on August 14, 2006 and as amended thereafter (the "Offering").

     The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or manager of the Company, or an
owner of Units or other securities of the Trust or other securities that are derived from the Subject Interests that are substantially similar to the
Units (the "Trust Securities"), that the Company and Trust complete the proposed Offering.

     The undersigned further recognizes that the Trust Securities held by the undersigned are, or may be, subject to certain restrictions on
transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed
to enter into this letter agreement to further assure the Underwriters that the Trust Securities of the undersigned, now held or hereafter acquired,
will not enter the public market at a time that might impair the underwriting effort.

     Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and
agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a
"Disposition") any Trust Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise
acquire, any Trust Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be
beneficially owned by the undersigned (collectively, the "Lock-Up Units"), pursuant to the Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "Act"), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date
hereof and ending 180 days after the date of the Company's Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive
(the "Lock-Up Period"), without the prior written consent of Raymond James & Associates, Inc. or (ii) exercise or seek to exercise or effectuate
in any manner any rights of any nature that the undersigned has or may have hereafter to require the Trust to register under the Act the
undersigned's sale, transfer or other disposition of any of the Lock-Up Units or other securities of the Company held by the undersigned, or to
otherwise

                                                                          38
participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the
Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the
company issues a release concerning earnings or material news or a material event relating to the company occurs; or (y) prior to the expiration
of the Lock-Up Period, the company announces it will release earnings results during the 16 day period beginning on the last day of the
Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on
the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to
preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or
reasonably expected to lead or result in a Disposition of Lock-Up Units during the Lock-Up Period, even if such Lock-Up Units would be
disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase,
sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Units or with respect
to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from
Lock-Up Units.

      Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions
shall not apply to the Trust Securities being offered in the prospectus included in the Registration Statement.

     It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be
terminated prior to payment for and delivery of the Units, you will release the undersigned from the obligations under this letter agreement.

     In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of
Lock-Up Units if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms used but not defined herein have the
respective meanings assigned to such terms in the Underwriting Agreement.

                                                         Very truly yours,



                                                         Signature of Securityholder

                                                                        39
QuickLinks

 7,500,000 Trust Units MV OIL TRUST UNDERWRITING AGREEMENT
SCHEDULE I
SCHEDULE II Schedule of Selling Unitholders
SCHEDULE III Free Writing Prospectuses
EXHIBIT A
Re: MV Partners, LLC (the "Company")—Restriction on Unit Sales
                                                                                                                                           Exhbit 3.6

                                                           FIRST AMENDMENT
                                                                  TO
                                                     FIRST AMENDED AND RESTATED
                                                        OPERATING AGREEMENT
                                                                  OF
                                                           MV PARTNERS, LLC

    The undersigned Members of MV Partners, LLC, constituting all of the Members of said Company, do hereby amend the First Amended
and Restated Operating Agreement of MV Partners, LLC dated September 1, 2006 ("First Amended Agreement") as follows:

     1.    Amendment to Section 1.3. Section 1.3 of the First Amended Agreement is amended by deleting said Section in its entirety and
replacing the same with the following, effective as of December 1, 2006:

            Section 1.3. Business. Subject to the other provisions of this Agreement, the business of the Company shall be: (a) to hold,
     maintain, renew, explore, drill, develop and operate the Assets (as defined herein) and additional Leases; (b) to produce, collect, store,
     treat, deliver, market, sell or otherwise dispose of oil, gas and related hydrocarbons and minerals from the Assets and additional Leases;
     (c) to farm-out, sell, abandon and otherwise dispose of the Assets, additional Leases and other Company assets; (d) to enter into swaps,
     options, future contracts and other transactions to hedge or to otherwise minimize the risk associated with the fluctuation of prices to be
     received by the Company from the sale of oil, gas and related hydrocarbons and minerals from the Assets and any additional Leases
     acquired pursuant to the terms hereof; and (e) to take all such other actions incidental to any of the foregoing as the Manager may
     determine to be necessary and appropriate. Notwithstanding the foregoing and any other provision of this Agreement, the Company shall
     not acquire (i) any gas plant or similar facilities (other than facilities acquired as part of and at the same time as the acquisition of any of
     the Assets), (ii) any refining facilities or (iii) any transportation facilities except pipelines and gathering systems connecting the Assets or
     additional Leases acquired pursuant to the terms hereof with other gathering systems or transmission pipelines, or engage in the contract
     drilling business or any other business.

     2.    Amendment to Section 12.10. Section 12.10 of the First Amended Agreement is amended by deleting said Section in its entirety
and replacing the same with the following, effective as of December 1, 2006:

           Section 12.10. Third Party Beneficiaries. MV Oil Trust, a Delaware statutory trust created under the Delaware Statutory Trust
     Act, shall have the right to enforce Section 1.3 of this Agreement as a third party beneficiary hereof. Except as provided immediately
     above, nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than the parties hereto,
     and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this
     Agreement.

     3.    Ratification. The undersigned Members of MV Partners, LLC hereby each acknowledges and agrees that, except with respect to
the forgoing amendments to Sections 1.3 and 12.10, the First Amended Agreement is hereby ratified and confirmed in all respects, and all
rights and obligations thereunder shall continue in full force and effect.

      4.    Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of
which shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this certificate by telecopy
shall be effective as delivery of a manually executed counterpart of this certificate.

                                                               ***************
                                                           Remainder of Page left Blank

                                                              [Signature Page Follows]
                                                     Counterpart Signature Page
                                                                To
                                                     FIRST AMENDMENT TO
                                                 FIRST AMENDED AND RESTATED
                                                   OPERATING AGREEMENT OF
                                                       MV PARTNERS, LLC

CLASS A MEMBER:

MV ENERGY, LLC

By:    MURFIN, INC. , Member

By:
       David L. Murfin, Chairman of the Board


Date: December 1, 2006

CLASS B MEMBER:

VAP-I, LLC


By:     MV ENERGY, LLC , Manager of VAP-I, LLC

By:     MURFIN, INC. , Member of MV Energy, LLC

By:
        David L. Murfin, Chairman of the Board


Date: December 1, 2006
                                               Counterpart Signature Page
                                                          To
                                               FIRST AMENDMENT TO
                                           FIRST AMENDED AND RESTATED
                                             OPERATING AGREEMENT OF
                                                 MV PARTNERS, LLC

CLASS A MEMBER:

MV ENERGY, LLC


By:     VESS ACQUISITION GROUP, LLC , Member

By:     VESS ENERGY, LLC , Managing Member

By:
        J. Michael Vess, Managing Member


Date: December 1, 2006

CLASS B MEMBER:

VAP-I, LLC


By:     VESS ACQUISITION GROUP, LLC , Member of MV Energy, LLC

By:     VESS ENERGY, LLC , Managing Member

By:
        J. Michael Vess, Managing Member


Date: December 1, 2006
                                                                                                                                         Exhibit 8.1

[VINSON AND ELKINS LOGO]

December 1, 2006




MV Oil Trust
221 West Sixth St., First Floor
Austin, TX 78701



Ladies and Gentlemen:

     We have acted as counsel for MV Oil Trust (the "Trust"), a trust created under the laws of Delaware, with respect to certain legal matters
in connection with the offer and sale of units in the Trust. We have also participated in the preparation of a Registration Statement on Form S-1
and the amendments thereto (Registration No. 333-136609) being collectively referred to herein as the "Registration Statement" to which this
opinion is an exhibit. In connection therewith, we prepared the discussion (the "Discussion") set forth under the caption "Federal Income Tax
Consequences" in the Registration Statement.

     All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set
forth therein as of the effective date of the Registration Statement. In addition, we are of the opinion that the Discussion with respect to those
matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the
representations and statements of fact by the Trust and MV Partners, LLC included in the Discussion, as to which we express no opinion).

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration
Statement. This consent does not constitute an admission that we are "experts" within the meaning of such term as used in the Securities Act or
the rules and regulations of the Securities and Exchange Commission issued thereunder.



                                                            Very truly yours,

                                                            /s/ VINSON & ELKINS L.L.P.

                                                            Vinson & Elkins L.L.P.




Vinson & Elkins LLP Attorneys at Law                           First City Tower, 1001 Fannin Street, Suite 2500
Austin Beijing Dallas Dubai Houston London                     Houston, TX 77002-6760
Moscow New York Shanghai Tokyo Washington                      Tel 713.758.2222      Fax 713.758.2346
                                                               www.velaw.com
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                                                                                                                                         Exhibit 10.4


                                                CONVEYANCE OF NET PROFITS INTEREST

      This Conveyance of Net Profits Interest (this " Conveyance ") is made, as of the date set forth on the signature page hereof, from MV
Partners, LLC, a Kansas limited liability company (successor by conversion to MV Partners, LP, a Kansas limited partnership) to The Bank of
New York Trust Company, N.A., with offices at 221 West Sixth Street, 1 st Floor, Austin, Texas 78701, Attention: Mike J. Ulrich, as trustee
(the " Trustee "), acting not in its individual capacity but solely as trustee of the MV Oil Trust (the " Trust "), a statutory trust created under the
Delaware Statutory Trust Act as of August 3, 2006 (such Trustee acting as trustee of the Trust, " Grantee "). Capitalized terms shall have the
meaning set forth in Article II below.


                                                              ARTICLE I
                                                    GRANT OF NET PROFITS INTEREST

      For and in consideration of Ten and NO/100 Dollars ($10.00) and other good and valuable consideration (including the issuance by
Grantee to Grantor of 11,500,000 Trust Units) to Grantor paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by
Grantor, Grantor has bargained, sold, granted, conveyed, transferred, assigned, set over, and delivered, and by these presents does hereby
bargain, sell, grant, convey, transfer, assign, set over, and deliver unto Grantee, its successors and assigns, effective as of the Effective Time,
(i) a net profits interest (the " Net Profits Interest ") in and to the Minerals in and under and produced and saved from the Subject Interests
during the Net Profits Period, calculated in accordance with the provision of Article III below and payable solely out of gross proceeds from the
sale of the Subject Minerals produced and saved through the Subject Wells, in an amount equal to the product of the Proceeds Percentage times
the Net Profits attributable to the Subject Interests, all as more fully provided hereinbelow and (ii) without duplication of the foregoing, an
amount, payable by wire transfer of immediately available funds on or before the fifth Business Day following the first Quarterly Record Date,
equal to the product of the Proceeds Percentage times the Net Profits that would have been payable by Grantor to Grantee pursuant to the terms
of this Conveyance had Grantee been in existence and this Conveyance been dated and in effect as of July 1, 2006 through, but excluding, the
Effective Time, provided that, in the event the amount payable by Grantor pursuant to this clause (ii) cannot be definitively determined as of
the fifth Business Day following the first Quarterly Record Date, Grantor shall pay Grantee, by wire transfer of immediately available funds on
the such date, an amount equal to Grantor's good faith estimate of the amount payable by Grantor pursuant to this clause (ii), and Grantor and
Grantee shall cooperate to subsequently determine the final amount payable by Grantor to Grantee pursuant to this clause (ii) and (a) if such
final amount is more than the amount estimated and paid by Grantor to Grantee on the fifth Business Day following the first Quarterly Record
Date, then Grantor shall pay the difference between these two amounts to Grantee by wire transfer in immediately available funds within 10
Business Days following the determination of such amount or (b) if such final amount is less than the amount estimated and paid by Grantor to
Grantee on such date, then such overpayment shall be addressed in the manner specified in Section 3.4 hereof.

     TO HAVE AND TO HOLD the Net Profits Interest, together with all and singular the rights and appurtenances thereto in anywise
belonging, unto Grantee, its successors and assigns, subject, however, to the following terms and provisions, to-wit:


                                                                    ARTICLE II
                                                                   DEFINITIONS

     As used herein, the following terms shall have the meaning ascribed to them below:

     " Administrative Hedge Costs " shall mean those costs paid by Grantor to counter-parties under the Existing Hedges or to Persons that
provide credit to maintain any Existing Hedge, (in each case) after the Effective Time but excluding any Hedge Settlement Costs.
     " Affiliate " shall mean with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under
common control with, the specified Person. As used in this definition, the term "control" (and the correlative terms "controlling," "controlled
by," and "under common control") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

    " Assignment of Hedge Proceeds " shall mean that certain Assignment of Hedge Proceeds of even date herewith between Grantor and
Grantee.

     " Average Annual Capital Expenditure Amount " shall mean the quotient of (a) the sum of (i) the capital expenditures to be debited to the
Net Profits Account and (ii) the amounts debited to the Net Profits Account pursuant to Section 3.1(b)(xiii) for approved capital expenditure
projects, in each case attributable to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (b) three.
Commencing on the Capital Expenditure Limitation Date, and each anniversary of the Capital Expenditure Limitation Date thereafter, the
Average Annual Capital Expenditure Amount will be increased by 2.5%.

     " BOE " shall mean (a) for Oil included in the Subject Minerals, one barrel, (b) for Gas Liquids included in the Subject Minerals, 1.54
barrels, and (c) for Gas included in the Subject Minerals, the amount of such hydrocarbons equal to one barrel, determined using the ratio of six
Mcf of Gas to one barrel of Oil.

     " Business Day " shall mean a day on which any bank to or from which a payment authorized hereunder may be made are not closed as
authorized or required by law under the laws of the State of Kansas.

      "Capital Expenditure Limitation Date" shall mean the later to occur of (a) June 30, 2023 and (b) the last day of the Payment Period
during which the total volumes of the Subject Minerals produced, saved and sold from and after July 1, 2006 equals the volume of 13.239134
MMBOE.

      "Contingent Debt Regulations" shall have the meaning given such term in Section 8.9(b).

     " Code " shall mean the Internal Revenue Code of 1986, as amended.

    " Conveyance " shall mean this Conveyance of Net Profits Interest, as the same may be amended or modified from time to time by one or
more instruments executed by both Grantor and Grantee.

     " Debit Balance " shall have the meaning given such term in Section 3.2(c).

     " Effective Time " shall mean 7:00 a.m., local time in effect where the Subject Interests are located, on the date of this Conveyance.

     " Eligible Materials " shall mean Materials for which amounts in respect of the cost of such Materials were properly debited to the Net
Profits Account.

     " Existing Hedges " shall mean the Hedges entered into by Grantor with respect to the Subject Minerals prior to the date hereof as more
particularly described in the Assignment of Hedge Proceeds.

      " Fair Value " shall mean, with respect to any portion of the Net Profits Interest to be released pursuant to Section 5.2 in connection with
a sale or release of any Subject Interest, an amount equal to the excess of (i) the proceeds which could reasonably be expected to be obtained
from the sale of such portion of the Net Profits Interest to a party which is not an Affiliate of either Grantor or the Trust on an arms'-length
negotiated basis, taking into account relevant market conditions and factors existing at the time of any such proposed sale or release, over
(ii) Grantee's proportionate share of any sales costs, commissions and brokerage fees.

                                                                         2
     " Farmout Agreement " shall mean any farmout agreement, participation agreement, exploration agreement, development agreement or
any similar agreement.

     " Gas " shall mean natural gas and other gaseous hydrocarbons or minerals, including helium, but excluding any Gas Liquids.

     " Gas Liquids " shall mean those natural gas liquids and other liquid hydrocarbons, including ethane, propane, butane and natural
gasoline, and mixtures thereof, that are removed from a Gas stream by the liquids extraction process of any field facility or gas processing plant
and delivered by the facility or plant as natural gas liquids.

     " Grantee " shall mean Grantee as defined in the first paragraph of this Conveyance, and its successors and assigns; and, unless the
context in which used shall otherwise require, such term shall include any successor owner at the time in question of any or all of the Net
Profits Interest.

     " Grantor " shall mean MV Partners, LLC and its successors and assigns; and, unless the context in which used shall otherwise require,
such term shall include any successor owner at the time in question of any or all of the Subject Interests.

     " Hedge " shall mean any commodity hedging transaction pertaining to Minerals, whether in the form of (i) forward sales and options to
acquire or dispose of a futures contract solely on an organized commodities exchange, (ii) derivative agreements for a swap, cap, collar or floor
of the commodity price, or (iii) similar types of financial transactions classified as "notional principal contracts" pursuant to Treasury
Regulation § 1.989-1T(a)(2).

      " Hedge Settlement Costs " shall mean any and all payments required to be made by Grantor to the counterparties in connection with the
settlement or mark-to-market of trades made under any Existing Hedge and all payments made by Grantor for any early termination of any
Existing Hedge.

     " Lease " shall mean (i) a lease of one or more Minerals described in Exhibit A attached hereto as to all lands and depths described in such
lease (or the applicable part or portion thereof if limited in depth and/or areal extent in Exhibit A) and any interest therein and any leasehold
interest in any other lease of Minerals derived from the pooling or unitization of such lease (or portion thereof if limited on Exhibit A) with
other leases, together with any interest acquired or maintained by Grantor in any and all extensions of such lease, (ii) any replacement lease
taken upon or in anticipation of termination of such lease (if executed and delivered during the term of or within one year after the expiration of
the predecessor lease), as to all lands and depths described in the predecessor lease (unless the extended or predecessor lease is specifically
limited in depth or areal extent in Exhibit A, in which event only the corresponding portion of such lease shall be considered a renewal or
extension or a replacement lease subject to this Conveyance), and (iii) any other Mineral leasehold, royalty, overriding royalty or Mineral fee
interest described in Exhibit A attached hereto; and "Leases" shall mean all such leases and all such renewal and extensions and replacement
leases.

     " LLC Agreement " shall have the meaning given such term in Section 3.1(b)(i).

     " Manufacturing Costs " shall mean the costs of Processing that generate Manufacturing Proceeds received by Grantor.

     " Manufacturing Proceeds " shall mean the excess, if any, of (i) proceeds received by Grantor from the sale of Subject Minerals that are
the result of any Processing over (ii) the part of such proceeds that represents the Market Value of such Subject Minerals before any
Processing.

     " Market Value " of any Subject Minerals shall mean:

      (a) With respect to Oil and Gas Liquids, (i) the highest price available to Grantor for such Oil and Gas Liquids at the Lease on the date of
delivery pursuant to a bona fide offer, posted price or other generally available marketing arrangement from or with a non-Affiliate purchaser,
or (ii) if no

                                                                         3
such offer, posted price or arrangement is available, the fair market value of such Oil and/or Gas Liquids, on the date of delivery at the Lease,
determined in accordance with generally accepted and usual industry practices;

      (b) With respect to Gas, (i) the price specified in any Production Sales Contract for the sale of such Gas or (ii) if such Gas cannot be sold
pursuant to a Production Sales Contract, (A) the average of the three highest prices (adjusted for all material differences in quality) being paid
at the time of production for Gas produced from the same field in sales between non-affiliated Persons (or, if there are not three such prices
within such field, within a 50-mile radius of such field) but, for any Gas subject to price restrictions established, prescribed or otherwise
imposed by any governmental authority having jurisdiction over the sale of such gas, no more than the highest price permitted for such
category or type of gas after all applicable adjustments (including without limitation tax reimbursement, dehydration, compression and
gathering allowances, inflation and other permitted escalations), or (B) if subsection (b)(ii)(A) above is not applicable, the fair market value of
such Gas, on the date of delivery, at the Lease, determined in accordance with generally accepted and usual industry practices.

    " Materials " shall mean materials, supplies, equipment and other personal property or fixtures located on or used in connection with the
Subject Interests.

     " Mcf " shall mean one thousand cubic feet.

     " Minerals " shall mean Oil, Gas and Gas Liquids.

     " MMBOE " shall mean one million BOE.

     " Net Profits " shall have the meaning given such term in Section 3.2(b).

     " Net Profits Account " shall mean the account maintained in accordance with the provisions of Section 3.1.

     " Net Profits Interest " shall have the meaning given such term in Article I.

     " Net Profits Period " shall mean the period from and after the Effective Time until and including the Termination Date.

     " Oil " shall mean crude oil, condensate and other liquid hydrocarbons recovered by field equipment or facilities, excluding Gas Liquids.

     " Payment Period " shall mean a calendar quarter, provided that the first Payment Period shall mean the period from and after the
Effective Time until December 31, 2006, and the last Payment Period shall mean any portion of the calendar quarter during which the
Termination Date occurs from the beginning of such calendar quarter until and including the Termination Date.

      " Permitted Encumbrances " shall mean the following whether now existing or hereinafter created but only insofar as they cover, describe
or relate to the Subject Interests or the lands described in any Lease:

    (a) the terms, conditions, restrictions, exceptions, reservations, limitations and other matters contained in the agreements, instruments and
documents that create or reserve to Grantor its interests in any of the Leases, including any Prior Reversionary Interest;

     (b) any (i) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to
maintenance, development, production or operation of the Leases or for the purpose of developing, producing or processing Minerals therefrom
or therein, and (ii) materialman's, mechanics', repairman's, employees', contractors', operators' or other similar liens or charges for liquidated
amounts arising in the ordinary course of business that Grantor has agreed to pay or is contesting in good faith in the ordinary course of
business;

                                                                         4
     (c) any liens for taxes and assessments not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of
business;

    (d) any liens or security interests created by law or reserved in any Lease for the payment of royalty, bonus or rental, or created to secure
compliance with the terms of the agreements, instruments and documents that create or reserve to Grantor its interests in the Leases;

    (e) any obligations or duties affecting the Leases to any municipality or public authority with respect to any franchise, grant, license or
permit, and all applicable laws, rules, regulations and orders of any governmental authority;

     (f) any (i) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, pipelines,
grazing, hunting, lodging, canals, ditches, reservoirs or the like, and (ii) easements for streets, alleys, highways, pipelines, telephone lines,
power lines, railways and other similar rights-of-way, on, over or in respect of the lands described in the Leases, provided that, in the case of
clauses (i) and (ii), such easements, rights-of-way, servitudes, permits, surface leases and other rights do not materially impair the value of the
Net Profits Interest;

    (g) all lessors' royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other
burdens on or deductions from the proceeds of production created or in existence as of the Effective Time;

     (h) preferential rights to purchase or similar agreements and required third party consents to assignments or similar agreements;

    (i) all rights to consent by, required notices to, filings with, or other actions by any governmental authority in connection with the sale or
conveyance of the Leases or interests therein;

      (j) production sales contracts; division orders; contracts for sale, purchase, exchange, refining or processing of Minerals; unitization and
pooling designations, declarations, orders and agreements; operating agreements; agreements for development; area of mutual interest
agreements; gas balancing or deferred production agreements; processing agreements; plant agreements; pipeline, gathering and transportation
agreements; injection, repressuring and recycling agreements; salt water or other disposal agreements; seismic or geophysical permits or
agreements; and any and all other agreements entered into by Grantor or its Affiliates in connection with the exploration or development of the
Leases or the extraction, processing or marketing of production therefrom or to which any of the Leases were subject when acquired by Grantor
or its Affiliates; and

     (k) conventional rights of reassignment upon release or abandonment of property.

    " Person " shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental
agency, subdivision, or instrumentality, or other entity or association.

     " Possible Refundable Amounts " shall have the meaning set forth in Section 3.1(a)(v).

     " Prime Interest Rate " shall mean the lesser of (a) the rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its "prime rate" in effect at its principal office in New York City (each change in the prime rate to be effective on the date
such change is publicly announced), with the understanding that such bank's "prime rate" may be one of several base rates, may serve as a basis
upon which effective rates are from time to time calculated for loans making reference thereto, and may not be the lowest of such bank's base
rates or (b) the maximum rate of interest permitted under applicable law.

      " Prior Reversionary Interest " shall mean any contract, agreement, Farmout Agreement, lease, deed, conveyance or operating agreement
that exists as of the Effective Time or that burdened the Subject Interests at the time such Subject Interests were acquired by Grantor, that by
the terms thereof

                                                                          5
requires a Person to convey a part of the Subject Interests to another Person or to permanently cease production of any Subject Well, including
obligations arising pursuant to any operating agreements, Leases, coal leases, and other similar agreements or instruments affecting the Subject
Interests.

     " Proceeds Percentage " shall mean eighty percent (80%).

     " Processing " or " Processed " shall mean to manufacture, fractionate or refine Subject Minerals, but such terms do not mean or include
activities involving the use of normal lease or well equipment (such as dehydrators, gas treating facilities, mechanical separators,
heater-treaters, lease compression facilities, injection or recycling equipment, tank batteries, field gathering systems, pipelines and equipment
and so forth) to treat or condition Minerals or other normal operations on any of the Subject Interests.

     " Production Sales Contracts " shall mean all contracts, agreements and arrangements for the sale or disposition of Minerals.

     " Quarterly Record Date " shall mean the 15 th day (or the next Business Day, if the 15 th day is not a Business Day) of the first month
following the close of each Payment Period. The first Quarterly Record Date shall be January 15, 2007.

      " Related Party " shall mean either Vess Oil Corporation or Murfin Drilling Company, Inc., as the case may be.

      "Reserve Account" shall mean an account to be maintained by Grantor pursuant to Section 3.1; provided that the balance in such
account at any time shall not exceed $1,000,000, and provided further that amounts held in such account shall be expended by Grantor only
with respect to the exploration, development, maintenance or operation of the Subject Interests and related activities.

      " Subject Interests " shall mean each kind and character of right, title, claim, or interest (collectively the "rights"), that Grantor has or
owns in the Leases whether such right be under or by virtue of a lease, a unitization or pooling order, an operating agreement, a division order,
or a transfer order or be under or by virtue of any other type of claim or title, legal or equitable, recorded or unrecorded, all as such rights shall
be (a) enlarged or diminished by virtue of the provisions of Section 4.2, and (b) enlarged by the discharge of any payments out of production or
by the removal of any charges or encumbrances to which any of such rights are subject on the Effective Time ( provided that such removal is
pursuant to the express terms of the instrument that created such charge or encumbrance) and any and all renewals and extensions of the right
occurring within one year after the expiration of such rights.

      " Subject Minerals " shall mean all Minerals in and under and that may be produced, saved, and sold from, and are attributable to, the
Subject Interests from and after the Effective Time, after deducting the appropriate share of all royalties and any overriding royalties,
production payments and other similar charges (except the Net Profits Interest) burdening the Subject Interests at the Effective Time, provided
that, (a) there shall not be included in the Subject Minerals (i) any Minerals attributable to non-consent operations conducted with respect to the
Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are dedicated to the
recoupment or reimbursement of costs and expenses of the consenting party or parties by the terms of the relevant operating agreement, unit
agreement, contract for development, or other instrument providing for such non-consent operations (including any interest, penalty or other
amounts related thereto), or (ii) any Minerals unavoidably lost in production or used by Grantor for production operations (including without
limitation, fuel, secondary or tertiary recovery) conducted solely for the purpose of producing Subject Minerals from the Subject Interests and
(b) there shall be included in the Subject Minerals any Minerals attributable to non-consent operations conducted with respect to the Subject
Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are produced, saved, and
sold from, and are attributable to the Subject Interests after the Effective Time from and after the recoupment or reimbursement of costs and
expenses (including any interest, penalty or other amounts related thereto) of the consenting party or parties by the terms of the relevant
operating agreement, unit agreement, contract agreement, contract development, or other instruments providing for such non-consent
operations.

                                                                          6
     " Subject Well " shall mean each well on the Subject Interests in respect of which Grantor owns any interest or is entitled to any of the
Minerals production or the proceeds therefrom (whether directly or indirectly by virtue of the effect of any farmout or farmin provisions or
other provisions).

     " Termination Date " shall mean the later of (a) June 30, 2026 and (b) the day on which the total volume of the Subject Minerals
(including any Subject Minerals produced from the Subject Interests Transferred by Grantor pursuant to Section 5.1 hereof) produced, saved
and sold from and after July 1, 2006 equals a volume of (i) 14.393950 MMBOE less (ii) the aggregate volume of proved reserves attributable to
the Subject Interests that are Transferred by Grantor pursuant to Section 5.2 hereof (with the volume of proved reserves attributable to any
individual Subject Interest so Transferred determined solely by reference to the quantity of reserves attributable to such Subject Interest that are
expected to be produced during the term of the Net Profits Interest in the most recent reserve report prepared by an independent reserve
engineer in accordance with the methodology specified in the rules and regulations of the Securities and Exchange Commission, provided that,
in the event an independent reserve engineer has not prepared a reserve report satisfying the foregoing requirements within 12 months prior to
the date of the Transfer of such Subject Interest, no volume of proved reserves for much Subject Interest shall be included in such aggregate
volume pursuant to this clause (ii)).

     " Third Party " shall mean any Person other than Grantor, Grantee or the Trust.

     " Transfer " including its syntactical variants, shall mean any assignment, sale, transfer, conveyance, or disposition of any property;
provided , Transfer as used herein does not include the granting of a security interest in Grantor's interest in any property, including the Subject
Interests or the Subject Minerals.

     " Trust Units " shall have the meaning ascribed to such term in the Amended and Restated Trust Agreement of MV Oil Trust, dated of
even date herewith, by and among Grantor, Grantee and Wilmington Trust Company.


                                                          ARTICLE III
                                             ESTABLISHMENT OF NET PROFITS ACCOUNT

     3.1 Net Profits Account and Reserve Account . Grantor shall establish and maintain true and correct books and records in order to
determine the credits and debits to a Net Profits Account and a Reserve Account to be maintained by Grantor at all times during the Net Profits
Period, in accordance with the terms of this Conveyance and prudent and accepted accounting practices. For purposes of this Section 3.1:

    (a) The Net Profits Account shall be credited with an amount equal to the sum, from and after the Effective Time with respect to each
Payment Period, of the gross proceeds (determined before calculating the Net Profits) received by Grantor from the sale of all Subject
Minerals; provided , however, that:

     (i)
             gross proceeds shall include all consideration received, directly or indirectly, for Transfers of Subject Minerals as, if and when
             produced, including without limitation (but subject to Section 3.1(a)(v)) advance payments and payments under take-or-pay and
             similar provisions of Production Sales Contracts;

     (ii)
             if any proceeds are withheld from Grantor for any reason (other than at the request of Grantor), such proceeds shall not be
             considered to be gross proceeds until such proceeds are actually received by Grantor;

     (iii)
             if Grantor becomes an underproduced party under any Gas balancing or similar arrangement affecting the Subject Interests, then
             the Net Profits Account shall not be credited with any amounts for any Gas attributable to the Subject Interests that is deemed to be
             stored for

                                                                         7
         Grantor's account under the terms of such Gas balancing arrangement, and if Grantor becomes an overproduced party under any Gas
         balancing or similar arrangement affecting the Subject Interests, then the Net Profits Account shall not be credited with any amount
         for any Gas taken by an underproduced party as "make-up" Gas that would otherwise be attributable to the Subject Interests. The Net
         Profits Account shall be credited with amounts received by Grantor (1) for any "make up" Gas taken by Grantor as a result of its
         position as an underproduced party under any Gas balancing or similar arrangement affecting the Subject Interests, (2) as a balancing
         of accounts under a Gas balancing or other similar arrangement affecting the Subject Interests either as an interim balancing or at the
         depletion of the reservoir, and (3) for any Gas taken by Grantor attributable to the Subject Interests in excess of its entitlement share
         of such Gas;

(iv)
           if Grantor shall be a party as to any non-consent operations conducted with respect to all or any of the Subject Interests from and
           after the Effective Time, all gross proceeds to be credited to the Net Profits Account with respect thereto shall be governed by
           Section 4.3;

(v)
           if a controversy or possible controversy exists (whether by reason of any statute, order, decree, rule, regulation, contract, or
           otherwise) as to the correct or lawful sales price of any Subject Minerals, or if any amounts received or to be received by Grantor
           as "take-or-pay" or "ratable take" payments are subject to refund to any purchasers of Subject Minerals (in each case, such amounts
           together with any other gross proceeds withheld from, or repayable by, Grantor, " Possible Refundable Amounts "), then:


           (A)
                   amounts withheld by such purchaser or deposited by it with an escrow agent shall not be considered to have been received
                   by Grantor and shall not be credited to the Net Profits Account until actually collected by Grantor; provided , however, that
                   the Net Profits Account shall not be credited with any interest, penalty, or other amount that is not derived from the sale of
                   Subject Minerals; and

           (B)
                   amounts received or to be received by Grantor and promptly deposited or to be deposited by it with a non-Affiliate escrow
                   agent, to be placed in interest bearing accounts under usual and customary terms, shall not be considered to have been
                   received by Grantor and shall not be credited to the Net Profits Account until actually disbursed to Grantor by such escrow
                   agent; provided , however, that the Net Profits Account shall not be credited with any interest, penalty, or other amount that
                   is not derived from the sale of Subject Minerals;


(vi)
           gross proceeds shall not include any amount received by Grantor in respect of any production of Subject Minerals prior to the
           Effective Time;

(vii)
           the Net Profits Account shall not be credited with any amount that Grantor shall receive for any sale or other disposition of any of
           the Subject Interests or in connection with any adjustment of any well and leasehold equipment upon unitization of any of the
           Subject Interests;

(viii)
           gross proceeds shall not include any Manufacturing Proceeds or other amounts that are reductions of debits to the Net Profits
           Account under the proviso of Section 3.1(b);

(ix)
           in the event that Subject Minerals are Processed prior to sale, gross proceeds shall include only the Market Value of such Subject
           Minerals before any such Processing;

(x)
           the amount of gross proceeds credited to the Net Profits Account during any Payment Period shall be reduced by (1) the aggregate
           Hedge Settlement Costs paid by Grantor with respect to such Payment Period and (2) overpayments pursuant to Section 3.4;

                                                                        8
    (xi)
            gross proceeds shall not include any amount to which Grantor is entitled by virtue of a judgment of a court of competent
            jurisdiction resolving a dispute hereunder between Grantee and Grantor in favor of Grantor, or any amount paid to Grantor in
            settlement of such dispute; and

    (xii)
            gross proceeds shall not include any additional proceeds from the sale of Minerals related to any Subject Well with respect to
            which Grantor elects to be a participating party (whether pursuant to an operating agreement or other agreement or arrangement,
            including without limitation, non-consent rights and obligations imposed by statute or regulatory agency) with respect to any
            operation with respect to such Subject Well where another party or parties have elected not to participate in such operation (or
            have elected to abandon such Subject Well) and Grantor elects to pay the costs of such nonparticipating or abandoning party and as
            a result of which Grantor becomes entitled to receive, either temporarily (i.e., through a period of recoupment) or permanently any
            additional proceeds from the sale of Minerals related to such Subject Well.

     (b) The Net Profits Account shall be debited with an amount equal to the sum of the following (excluding in all events Manufacturing
Costs and Hedge Settlement Costs), to the extent that the same are properly allocable to the Subject Interests (and any related equipment or
property used in connection therewith) and the production and (subject to Section 4.5) marketing of Subject Minerals therefrom and have been
incurred or accrued (as described below) by Grantor from and after the Effective Time and attributable to periods ending on or before the
Termination Date:

    (i)
            all direct costs (including capital costs) paid by Grantor (A) for all direct labor (including fringe benefits) and other services
            necessary for exploring, developing, operating, producing, reworking and maintaining the Subject Interests, (B) for dehydration,
            compression, separation and transportation of the Subject Minerals, and (C) for all Materials purchased for use on, or in connection
            with, any of the Subject Interests (including without limitation (1) all amounts charged Grantor for conformance of investment if
            the Subject Interests or any part or parts thereof are hereafter from time to time unitized or if any participating area in a federal
            divided-type unit is changed, (2) the costs of any seismic (including 3-D seismic surveys), geological or geophysical operations
            relating to the search for Subject Minerals, (3) the costs of drilling, completing, testing, equipping, plugging back, reworking,
            recompleting and plugging and abandoning any well on the Subject Interests, whether or not such well is a producer or is
            abandoned as a dry hole or junked, (4) the cost of constructing gathering facilities, tanks and other production and delivery
            facilities on the Subject Interests, and (5) the cost of secondary recovery, pressure maintenance, repressuring, recycling and other
            operations conducted for the purpose of enhancing production); provided , however, that the debits made to the Net Profits
            Account pursuant to this subsection (and, to the extent applicable, pursuant to the other applicable provisions of this Conveyance)
            with respect to any Subject Interest shall be made on the same basis as such costs are charged under the operating agreement (if
            any) applicable to such Subject Interest at the time the transaction giving rise to such debit occurred, except that (I) in the case
            where Grantor, a Related Party or one of Grantor's Affiliates acts as operator of any Subject Interest, the costs (including overhead
            charges) debited to the Net Profits Account with respect to such Subject Interest shall not exceed the charges determined in
            accordance with the applicable provisions of the First Amended and Restated Operating Agreement of MV Partners LLC dated
            September 1, 2006 between MV Energy, LLC and VAP-1, LLC, as currently in effect (the " LLC Agreement "); and (II) in the
            event a Subject Interest is operated at such time by a non-Affiliate of Grantor but is not subject to an operating agreement, such
            debit shall be made on the same basis as Grantor is charged by such non-Affiliate of Grantor; provided , further , if Grantor elects
            to pay the costs of a nonconsenting party or nonparticipating party

                                                                       9
        with respect to which the Net Profits Account is not credited pursuant to Section 3.1(a), Grantor shall be solely responsible for such
        costs;

(ii)
          all costs (including without limitation outside legal, accounting and engineering services) attributable to the Subject Interests of
          (A) handling, investigating and/or settling litigation, administrative proceedings and claims (including without limitation lien
          claims other than liens for borrowed funds) and (B) payment of judgments, penalties and other liabilities (including interest
          thereon), paid by Grantor (and not reimbursed under insurance maintained by Grantor or others) and involving any of the Subject
          Interests, or incident to the development, operation or maintenance of the Subject Interests, or requiring the payment or restitution
          of any proceeds of Subject Minerals, or arising from tax or royalty audits, except that there shall not be debited to the Net Profits
          Account any expenses incurred by Grantor in litigation of any claim or dispute arising hereunder between Grantor and Grantee or
          amounts paid by Grantor to Grantee pursuant to a final order entered by a court of competent jurisdiction resolving any such claim
          or dispute or amounts paid by Grantor to Grantee in connection with the settlement of any such claim or dispute;

(iii)
          all taxes (except federal and state income, transfer, mortgage, inheritance, estate, franchise and like taxes) incurred, accrued or paid
          by Grantor with respect to the ownership of the Subject Interests or the extraction of the Subject Minerals, including without
          limitation production, severance, and/or excise and other similar taxes assessed against, and/or measured by, the production of (or
          the proceeds or value of production of) Subject Minerals, occupation taxes, sales and use taxes, and ad valorem taxes assessed
          against or attributable to the Subject Interests or any equipment used in connection with production from any of the Subject
          Interests and any extraordinary or windfall profits taxes that may be assessed in the future based upon profits realized or prices
          received from the sale of Subject Minerals; provided , however, that if Grantee is assessed any of such taxes individually and
          Grantee pays such taxes, then the taxes which Grantee is assessed individually and has paid shall not be debited to the Net Profits
          Account;

(iv)
          insurance premiums attributable to the ownership or operation of the Subject Interests paid by Grantor for insurance actually
          carried for periods after the Effective Time with respect to the Subject Interests, or any equipment located on any of the Subject
          Interests, or incident to the development, operation or maintenance of the Subject Interests, it being recognized that where the
          coverage is general in nature, or relates to a group of properties (or more than one interest in the same property), only that portion
          which is reasonably allocated to the Subject Interests shall be debited hereunder;

(v)
          all amounts paid by Grantor attributable to the Subject Interests and consisting of (A) rent and other consideration paid for the use
          or damage to the surface, (B) delay rentals, shut-in well payments, minimum royalties and similar payments paid pursuant to the
          provisions of agreements in force and effect before the Effective Time and (C) fees for renewals or extensions of the Leases
          included in the Subject Interests;

(vi)
          amounts attributable to the Subject Interests and charged by the relevant operator (including those amounts charged to Grantor by
          any Related Party) as overhead charges specified in applicable operating agreements or other arrangements now or hereafter
          covering the Subject Interests or Grantor's operations with respect thereto (subject to the first proviso in Section 3.1(b)(i));

(vii)
          if as a result of the occurrence of the bankruptcy or insolvency or similar occurrence of the purchaser of Subject Minerals any
          amounts previously credited to the Net Profits Account are reclaimed from Grantor or its representative, then the amounts
          reclaimed as promptly as practicable following Grantor's payment thereof;

                                                                      10
     (viii)
              if Grantor shall be a party as to any non-consent operations conducted with respect to all or any of the Subject Interests, all costs
              related to such non-consent operations to be debited to the Net Profits Account with respect thereto shall be governed by
              Section 4.3;

     (ix)
              the costs paid by Grantor in connection with the exercise of its rights pursuant to Section 4.6;

     (x)
              all costs paid by Grantor for recording this Conveyance;

     (xi)
              all Administrative Hedge Costs paid by Grantor;

     (xii)
              without duplication of the costs described in (ix) above, all other direct costs paid by Grantor for the necessary or proper drilling,
              completion, hook up, production, operation, reworking, recompleting and maintenance of the Subject Wells and Subject Interests,
              and the plugging and abandoning of any unplugged Subject Wells located on the Subject Interests, abandoning of any facilities
              used in connection with the Subject Interests and, where applicable, restoring of the surface of the Subject Interests;

     (xiii)
              any Debit Balance carried forward pursuant to Section 3.2(c); and

     (xiv)
              the amount of any increase in the Reserve Account related to projected costs of scheduled future capital expenditure projects,
              including well drilling, recompletion and workover costs that have been approved by Grantor in writing;

provided that the costs referred to in this Section 3.1(b) shall be reduced by the following amounts received by Grantor from and after the
Effective Time: (A) any amounts received by Grantor as delay rentals, bonus, royalty or other similar payments in connection with any
Farmout Agreement or for dry hole, bottom hole or other similar contributions related to the Subject Interests or otherwise, (B) upon salvage or
other disposition, the applicable actual salvage value (as determined in accordance with the applicable operating agreement then in effect and
binding upon Grantor) of any Eligible Materials, less, in each instance the actual costs of salvage or other disposition, (C) any cash payments
received by Grantor as a result of any pooling or unitization of the Subject Interests if the costs giving rise to such payments were charged to
the Net Profits Account, directly or indirectly, (D) any insurance proceeds received by Grantor in respect of the Subject Interests, Subject
Minerals or Eligible Materials if the cost of such insurance was charged to the Net Profits Account, directly or indirectly, (E) any amounts
received by Grantor from third parties as rental or use fees for Eligible Materials, (F) the gross proceeds of any judgments or claims received
by Grantor for damages occurring on or after the Effective Time to the Subject Interests (or any part thereof or interest therein) or any Materials
(or any part thereof or interest therein) used in connection with the operation of the Subject Interests or any Subject Minerals, (G) any proceeds
from the sale of Eligible Materials, (H) any payments made to Grantor in connection with the drilling or deferring of drilling of any Subject
Well, (I) if, from and after the Effective Time, any Subject Minerals shall be Processed before sale, the excess, if any, of the Manufacturing
Proceeds arising therefrom over the Manufacturing Costs of such Processing, (J) any interest, penalty or other amount not derived from the sale
of the Subject Minerals that is paid to Grantor by the purchaser of production or escrow agent in connection with Possible Refundable Amounts
withheld or deposited with an escrow agent, and (K) any amounts in the Reserve Account that are used to pay for any costs specified in clauses
(i) through (xii) of this Section 3.1(b) (which amounts so used shall reduce the amount of the Reserve Account); and provided further that
(1) during each 12-month period beginning on the Capital Expenditure Limitation Date, the sum of (x) the capital expenditures to be debited to
the Net Profits Account and (y) the amounts debited to the Net Profits Accounts pursuant to Section 3.1(b)(xiii) may not exceed the Average
Annual Capital Expenditure Amount, and (2) any amounts in the Reserve Account referred to in Section 3.1(b)(xiii) immediately preceding the
Termination Date shall be credited to Net Profits Account as of the Termination Date.

     (c) Notwithstanding anything herein to the contrary, the amounts debited to the Net Profits Account shall not include any of the
following: (A) any amount that has also been used to reduce or

                                                                          11
offset the amount of the Subject Minerals (or proceeds of production thereof) or has otherwise not been included therein (including, by way of
example and without limitation, proceeds attributable to royalties, overriding royalties, production payments and other charges burdening the
Subject Interests at the Effective Time); (B) any overriding royalty, production payment or other charge burdening the Subject Interests which
was created by Grantor after the Effective Date; (C) any general, administrative or overhead costs paid or incurred by Grantor or its Affiliates,
except for those permitted under Section 3.1(b)(vi) ; (D) any amounts paid by Grantor (initial or a successor) to such Grantor's predecessor in
interest with respect to part or all of the Subject Interests (including without limitation any purchase price or other consideration paid by
Grantor to such predecessor in interest to acquire all or part of the Subject Interests); and (E) any interest, premiums, fees or similar charges
arising out of borrowings or purchases of any goods, equipment or other items on credit, whether or not used on or otherwise related to the
Subject Interests.

      (d) Nothing set forth in this Section 3.1 shall be interpreted or applied in any manner that shall ever require or permit any duplication of
all or any part of any credit or debit (or reduction thereto) to the Net Profits Account with respect to the same transaction, item of expense or
charge, under this Conveyance, or that shall ever require or permit any inclusion of any charge to the Net Profits Account that is reimbursed to
Grantor by any Person.

    (e) GRANTEE, BY ITS ACCEPTANCE OF THE NET PROFITS INTEREST, CLEARLY AND UNEQUIVOCALLY
EXPRESSES ITS INTENT THAT THE DEBITS TO THE NET PROFITS ACCOUNT CONTAINED IN SECTION 3.2(b) SHALL
BE APPLICABLE REGARDLESS OF WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES THAT MAY BE
DEBITED IN ACCORDANCE WITH SUCH SECTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR
CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF GRANTOR OR ANY OF ITS AFFILIATES,
OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GRANTOR OR ANY OF ITS AFFILIATES,
EXCEPT TO THE EXTENT THAT ANY SUCH LOSSES, COSTS, EXPENSES OR DAMAGES RESULT, DIRECTLY OR
INDIRECTLY, FROM ANY BREACH OR NONCOMPLIANCE WITH THE OPERATIONS STANDARD SET FORTH IN
SECTION 4.1 HEREOF, AND NOTHING CONTAINED HEREIN OR ELSEWHERE IN THIS CONVEYANCE SHALL BE
CONSTRUED AS A WAIVER OR RELEASE OF GRANTOR FROM ANY CLAIM, ACTION OR LIABILITY ARISING UNDER
SECTION 4.1 HEREOF.

     3.2   Accounting .

     (a) At the end of each Payment Period, a calculation of net profits shall then be made by Grantor by deducting (i) the total debits (and
reductions thereof) properly made to the Net Profits Account during such Payment Period pursuant to Section 3.1(b) from (ii) the total credits
properly made to such Net Profits Account during such Payment Period pursuant to Section 3.1(a).

     (b) If the computation made in accordance with Section 3.1(a) results in a positive amount with respect to a Payment Period (the " Net
Profits "), then (i) that positive amount shall be subtracted from the balance of the Net Profits Account to cause the Net Profits Account to have
a zero balance immediately following the end of such Payment Period, (ii) that positive amount shall be multiplied by the Proceeds Percentage
to determine the Net Profits Interest and (iii) the resulting product from the calculations in (ii) above shall be payable to Grantee as specified in
Section 3.3.

      (c) If the computation made in accordance with Section 3.2(a) results in a negative amount with respect to a Payment Period, the negative
sum shall be deemed the " Debit Balance ." Any Debit Balance shall be carried forward as a debit to the Net Profits Account for the following
Payment Period. If there is a Debit Balance at the end of any Payment Period, no payments shall be made to Grantee in respect of the Net
Profits Interest nor shall Grantee ever be liable to make any payment to Grantor in respect of the Debit Balance. In the event that any Debit
Balance exists, then an amount shall be computed equal to interest on such Debit Balance at the Prime Interest Rate for the period between the
last day of the Payment Period that resulted in such Debit Balance and the last day of the next Payment Period, which amount shall, on the last
day of such next Payment Period, be debited to the Net Profits Account in the same manner as other debits to the Net Profits Account for such
Payment Period.

                                                                         12
    (d) All amounts received by Grantor from the sale of the Subject Minerals for any Payment Period shall be held by Grantor in one of its
general bank accounts and Grantor shall not be required to maintain a segregated account for such funds.

      3.3 Payment of Proceeds Percentage of Net Profits . On or before the fifth Business Day following the Quarterly Record Date for each
Payment Period, Grantor shall transfer or cause to be transferred to Grantee an amount in respect of the Subject Interests equal to the product of
the Proceeds Percentage times the Net Profits with respect to the immediately preceding Payment Period in accordance with Section 3.2(b). All
funds delivered to Grantee on account of the Net Profits Interest shall be calculated and paid entirely and exclusively out of the gross proceeds
attributable to the Subject Minerals attributable to the Subject Interests.

     3.4 Overpayment; Past Due Payments . If Grantor ever pays Grantee more than the amount of money then due and payable to Grantee
under this Conveyance, Grantee shall not be obligated to return the overpayment, but Grantor may at any time thereafter reduce the gross
proceeds used to calculate the Net Profits and retain for its own account an amount equal to the overpayment, plus interest at the Prime Interest
Rate on such amount, commencing on the sixth (6th) day from the date of the overpayment to the date such amount is recovered by Grantor
from such proceeds. Any amount not paid by Grantor to Grantee with respect to the Net Profits Interest when due shall bear, and Grantor
hereby agrees to pay, interest at the Prime Interest Rate from the due date until such amount has been paid. Grantor shall give Grantee written
notice with respect to any underpayment or overpayment described in this Section 3.4, together with supporting worksheets and data.

     3.5   Statements .

     (a) On each Quarterly Record Date, Grantor shall deliver to Grantee a statement showing the computation of the Net Profits and the
Proceeds Percentage of the Net Profits, including gross proceeds and debits therefrom (including any reductions to such gross proceeds and/or
debits), with respect to the preceding Payment Period.

     (b) On the first Quarterly Record Date after the end of each calendar year and on the Quarterly Record Date after the Termination Date,
such statement shall also show the computation of the Net Profits and the Proceeds Percentage of the Net Profits, including gross proceeds and
debits therefrom (including any reductions to such gross proceeds and/or debits), for the preceding calendar year (or portion thereof when the
Net Profits Interest was in effect).

     (c) If Grantee takes exception to any item or items included in any quarterly statement required by Section 3.5(a), Grantee must notify
Grantor in writing within one hundred and twenty (120) days after the end of the fiscal year with respect to which such statements relate. Such
notice must set forth in reasonable detail the specific debits complained of and to which exception is taken or the specific credits which should
have been made and allowed. Adjustments shall be made for all complaints and exceptions that are agreed to by the parties; provided that if the
parties do not agree, such disputed matters shall be subject to the arbitration provisions set forth in Article XI of the Amended and Restated
Trust Agreement of MV Oil Trust dated of even date herewith by and among Grantor, Wilmington Trust Company, a banking corporation
organized under the laws of the State of Delaware, and Grantee.

     (d) Notwithstanding anything to the contrary herein, all matters reflected in Grantor's statements for the preceding calendar year (or
portion thereof) that are not objected to by Grantee in the manner provided by this Section 3.5(c) shall be deemed correct as rendered by
Grantor to Grantee.

     3.6   Information/Access .

     (a) Grantor shall maintain true and correct books, records, and accounts of (i) all transactions required or permitted by this Conveyance
and (ii) the financial information necessary to effect such

                                                                       13
transactions, including the financial information needed to calculate the Net Profits with respect to any Payment Period.

     (b) Grantee or its representative, at the Trust's expense, may inspect and copy such books, records, and accounts in the offices of Grantor
during normal business hours and upon reasonable notice.

      (c) At Grantee's request, subject to applicable restrictions on disclosure and transfer of information, Grantor shall give Grantee and its
designated representatives (on behalf of the Trust) reasonable access in Grantor's office during normal business hours to (i) all geological,
Subject Well and production data in Grantor's possession or Grantor's Affiliates' possession, relating to operations on the Subject Interests and
(ii) all reserve reports and reserve studies in the possession of Grantor or of Grantor's Affiliates, relating to the Subject Interests, whether
prepared by Grantor, by Grantor's Affiliates, or by consulting engineers.

     (d) Grantor makes no representations or warranties about the accuracy or completeness of any such data, reports, or studies referred to in
Section 3.6(c) and shall have no liability to Grantee, the Trust or any other Person resulting from such data, studies, or reports.


                                                           ARTICLE IV
                                               OPERATION OF THE SUBJECT INTERESTS

      4.1 Operations Standard . To the extent that Grantor controls such matters and notwithstanding anything to the contrary herein, Grantor
agrees that it will conduct and carry on, or cause to be conducted and carried on, the exploration, development, maintenance and operation of
the Subject Interests in the same manner as a reasonably prudent operator in the State of Kansas would do under the same or similar
circumstances acting with respect to its own properties (without regard to the existence of the Net Profits Interest); provided that in no event
shall Grantor be deemed in breach of the foregoing standard in connection with costs or charges paid by Grantor to any Related Party for
operations with respect to the Subject Interests in accordance with Sections 5.5 and 5.6 of the LLC Agreement. Grantee acknowledges that
Grantor is and shall be an undivided interest owner with respect to the Subject Interests. Grantee agrees that the acts or omissions of Grantor's
co-owners shall not be deemed to constitute a violation of the provisions of this Section 4.1, nor shall any action required by a vote of
co-owners be deemed to constitute such a violation so long as Grantor has voted its interest in a manner designed to comply with this
Section 4.1. Nothing contained in this Section 4.1 shall be deemed to prevent or restrict Grantor from electing not to participate in any
operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar
instrument affecting or pertaining to the Subject Interests (or any portion thereof) and permitting consenting parties to conduct non-consent
operations thereon if a reasonably prudent operator in the State of Kansas acting with respect to its own properties (without regard to the
existence of the Net Profits Interest) would make such elections.

      4.2 Pooling and Unitization . Grantor shall have the right to pool or unitize all or any of the Leases as to any one or more of the
formations or horizons thereunder, and as to any of the Subject Minerals, when, in the reasonable judgment of Grantor, it is necessary or
advisable to do so in order to form a drilling or proration unit to facilitate the orderly development of the Subject Interests or to comply with the
requirements of any law or governmental order or regulation relating to the spacing of wells or proration of the production therefrom. For
purposes of computing the Net Profits, there shall be allocated to the Subject Interests included in such unit a pro rata portion of the Minerals
produced from the pooled unit on the same basis that production from the pool or unit is allocated to other working interests in such pool or
unit. The interest in any such unit attributable to the Subject Interests (or any part thereof) included therein shall become a part of the Subject
Interests and shall be subject

                                                                         14
to the Net Profits Interest in the same manner and with the same effect as if such unit and the interest of Grantor therein were specifically
described in Exhibit A to this Conveyance.

     4.3 Non-Consent . If Grantor elects to be a non-participating party (whether pursuant to an operating agreement or other agreement or
arrangement, including without limitation, non-consent rights and obligations imposed by statute or regulatory agency) with respect to any
operation on any Subject Interest or elects to be an abandoning party with respect to a Subject Well located on any Subject Interest, the
consequence of which election is that Grantor's interest in such Subject Interest or part thereof is temporarily (i.e., during a recoupment period)
or permanently forfeited to the parties participating in such operations, or electing not to abandon such Subject Well, then the costs and
proceeds attributable to such forfeited interest shall not, for the period of such forfeiture (which may be a continuous and permanent period), be
debited or credited to the Net Profits Account and such forfeited interest shall not, for the period of such forfeiture, be subject to the Net Profits
Interest. Notwithstanding anything to the contrary contained herein, Grantor shall not elect, as to any Subject Interest, to be a non-participating
party with respect to any operation contemplated in this Section 4.3 in the event any Affiliate of Grantor will also be a participating party in
such operation.

     4.4 Marketing/Hedges . As between Grantor and Grantee, Grantor shall have exclusive charge and control of the marketing of all
Subject Minerals allocable to the Net Profits Interest. Grantor shall market the Subject Minerals allocable to the Net Profits Interest in the same
manner that it markets its Subject Minerals and Grantor shall not be entitled to deduct from the calculation of the Net Profits any fee for
marketing the Subject Minerals allocable to the Net Profits Interest. Grantor shall not enter into any Hedges (other than the Existing Hedges)
with respect to the Subject Minerals from and after the Effective Time.

      4.5 Amendment of Leases . Grantor shall have the unrestricted right to renew, extend, modify, amend, or supplement the Leases with
respect to any of the lands covered thereby in any particular without the consent of Grantee; provided , that the Net Profits Interest shall apply
to all renewals, extensions, modifications, amendment, supplements and other similar arrangements (and/or interests therein) of the Leases,
whether or not such renewals, extensions modifications, amendment, supplements or arrangements have heretofore been obtained, or are
hereafter obtained, by Grantor and no renewal, extension, modification, amendment, or supplementation shall adversely affect any of Grantee's
rights hereunder, including, without limitation, the amount, computation, or method of payment of the Net Profits Interest; provided further that
any fees payable with respect to such renewal, extension, modification, amendment or supplementation may be debited to the Net Profits
Account pursuant to Section 3.1(b). Grantor shall furnish Grantee with written notice of any renewal, extension, modification, amendment, or
supplementation, which materially affects the Net Profits Interest within 30 days after Grantor has entered into the same, which notice shall
specify the date thereof and the location and the acreage covered thereby.

      4.6 Abandonment . Grantor shall have the right without the joinder of Grantee to release, surrender and/or abandon its interest in the
Subject Interests, or any part thereof, or interest therein even though the effect of such release, surrender or abandonment will be to release,
surrender or abandon the Net Profits Interest the same as though Grantee had joined therein insofar as the Net Profits Interest covers the
Subject Interests, or any part thereof or interest therein, so released, surrendered or abandoned by Grantor; provided , however, that Grantor
shall not release, surrender or abandon any Subject Interest unless and until Grantor has determined (acting like a reasonably prudent operator
in the Mid-Continent region with respect to its own properties, without regard to the existence of the Net Profits Interest) that such Subject
Interest will no longer produce Subject Minerals in paying quantities; and provided further that Grantor will, at least thirty (30) days prior to the
release, surrender or abandonment of any Subject Interest, or any part thereof or interest therein, notify Grantee in writing, giving a description
of each Subject Interest, or part thereof or interest therein, proposed to be released, surrendered or abandoned, and the date upon which such
release, surrender

                                                                         15
or abandonment is projected to occur. Grantor shall have an unequivocal right to abandon the Subject Interests, or any part thereof if such
abandonment is necessary for health, safety or environmental reasons, or the Subject Minerals that would have been produced from the
abandoned Subject Interests would otherwise be produced from Subject Wells located on the remaining Subject Interests.

     4.7 Contracts with Affiliates . Grantor or its Affiliates may perform services and furnish supplies and/or equipment with respect to the
Subject Interests that are required to operate the Subject Interests in accordance with the operations standard set forth in Section 4.1 hereof and
debit the Net Profits Account for the costs of such services and/or furnishing of such supplies and/or equipment, provided that the terms of the
provision of such services or furnishing of supplies and/or equipment shall not be less favorable than those terms available from non-Affiliates
in the area engaged in the business of rendering comparable services or furnishing comparable equipment and supplies, taking into
consideration all such terms, including the price, term, condition of supplies or equipment, availability of supplies and/or equipment, and all
other terms, and provided further that nothing in this Section 4.7 shall operate to prevent or limit any charges debited to the Net Profits
Accounts for costs or charges paid to any Related Party in accordance with Sections 5.5 and 5.6 of the LLC Agreement.


                                                     ARTICLE V
                             RELEASES AND TRANSFERS OF SUBJECT INTERESTS/SUBJECT WELLS

     5.1    Assignment by Grantor Subject to Net Profits Interest .

     (a) Grantor may from time to time Transfer, mortgage, or pledge the Subject Interests, or any part thereof or undivided interest therein,
subject to the Net Profits Interest and this Conveyance.

     (b) Upon any Transfer of the Subject Interests, or any part thereof or undivided interest therein, by Grantor pursuant to this Section 5.1,
Grantor may delegate to its transferee all obligations, requirements, and responsibilities of Grantor arising under this Conveyance with respect
to the property Transferred, but, as between Grantor and Grantee, Grantor shall remain responsible therefor as if the Transfer had not taken
place.

     (c) Grantee is not entitled to receive any share of the sales proceeds received by Grantor in any transaction permitted by this Section 5.1.

     (d) For purposes of computing Net Profits from and after the effective date of any Transfer pursuant to this Section 5.1, the Transfer shall
be disregarded; provided however , that the debits and credits to the Net Profits Account during each Payment Period in respect of the Subject
Interests Transferred shall reflect items received or incurred by the transferee, such items to be computed in accordance with the provisions of
Article III hereof.

     5.2    Sale and Release of Properties .

     (a) Grantor may from time to time Transfer the Subject Interests, or any part thereof or undivided interest therein, free of the Net Profits
Interest and the Conveyance provided that:

     (i)
             no Subject Interest or portion thereof may be transferred pursuant to this Section 5.2 where the production of Subject Minerals
             from such Subject Interest or part thereof for the twelve (12) months immediately preceding the proposed sale date for such
             Subject Interest or part thereof exceeds one quarter of one percent (0.25%) of the total production of total Subject Minerals
             produced from all of the Subject Interests for the twelve (12) months immediately preceding the proposed sale date for such
             Subject Interest or part thereof;

     (ii)
             in connection with any such Transfer, Grantee shall receive as compensation for the release of its Net Profits Interest in the Subject
             Interest (or portion thereof) so Transferred the Fair Value of the portion of the Net Profits Interest so released; and

                                                                        16
     (iii)
              the aggregate fair market value of all portions of the Net Profits Interest released pursuant to Section 5.2(a) during any consecutive
              twelve (12) month period shall not exceed $500,000.

     (b) In connection with any Transfer pursuant to this Section 5.2, Grantor shall remit to Grantee an amount equal to the Fair Value of the
portion of the Net Profits Interest being released. Grantor shall make such payment to Grantee on the Quarterly Record Date for the Payment
Period in which Grantor receives the payment with respect to any such Transfer of the Subject Interest.

     (c) In connection with any Transfer provided for in this Section 5.2, Grantee shall, on request, execute, acknowledge, and deliver to
Grantor a recordable instrument (reasonably acceptable to Grantor) that releases the Net Profits Interest with respect to the Subject Interests
being Transferred.

     (d) From and after the actual date of any such Transfer by Grantor, Grantor and any assignee, purchaser, transferee or grantee of such
Subject Interest shall be relieved of all obligations, requirements, and responsibilities arising under the Net Profits Interest or this Conveyance
with respect to the Subject Interests Transferred, except for those that accrued prior to such date.

     5.3     Release of Other Properties .

     (a) In the event that any Person notifies Grantor that, pursuant to a Prior Reversionary Interest, Grantor is required to convey any of the
Subject Interests to such Person or cease production from any Subject Well, Grantor may provide such conveyance with respect to such Subject
Interest or permanently cease production from any such Subject Well.

     (b) In the event that Grantor receives compensation pursuant to any Prior Reversionary Interest Grantee shall not be entitled to any share
of such compensation.

     (c) In connection with any conveyance or permanent cessation of production provided for in Section 5.3(a) above, Grantee shall, on
request, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that releases the Net Profits
Interest and this Conveyance with respect to any such Subject Well or Subject Interests.

      (d) From and after the actual date of any conveyance or permanent cessation of production provided for in Section 5.3(a), Grantor and
any assignee, purchaser, transferee or grantee of such Subject Interest shall be relieved of all obligations, requirements, and responsibilities
arising under the Net Profits Interest or this Conveyance with respect to the Subject Interests Transferred, except for those that accrued prior to
such date.

     5.4     Farmouts .

     (a) Grantor may from time to time enter into Farmout Agreements with Third Persons with respect to a Subject Interest. In the event that
Grantor enters into any Farmout Agreement with a Third Person, the Net Profits Interest and this Conveyance shall burden only Grantor's
retained interest in the Subject Interest after giving effect to any interest in the Subject Interest that a counterparty to the Farmout Agreement
may earn under such Farmout Agreement.

    (b) In connection with Grantor entering into any Farmout Agreement, Grantee shall, upon request, execute, acknowledge, and deliver to
Grantor a recordable instrument (reasonably acceptable to Grantor) that releases the Net Profits Interest and this Conveyance with respect to the
Subject Interests being Transferred pursuant to such Farmout Agreement; provided , the Net Profits Interest shall continue to burden the
Subject Interest retained by Grantor.

                                                                         17
                                                        ARTICLE VI
                                       OWNERSHIP OF PROPERTY; LIABLITY OF GRANTEE;
                                           NO RIGHT OF OPERATIONS BY GRANTEE

     6.1 Ownership of Certain Property . The Net Profits Interest does not include any right, title, or interest in and to any personal property,
fixtures, or equipment and is exclusively an interest in and to the Minerals in and under and produced and saved from the Subject Interests, and
Grantee shall look solely to the Subject Minerals and payments in respect thereof (as provided herein) for the satisfaction and realization of the
Net Profits Interest.

    6.2 No Personal Liability . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CONVEYANCE,
GRANTEE SHALL NEVER PERSONALLY BE RESPONSIBLE FOR PAYMENT OF ANY PART OF THE COSTS, EXPENSES OR
LIABILITIES INCURRED IN CONNECTION WITH THE EXPLORING, DEVELOPING, OPERATING AND MAINTAINING OF THE
SUBJECT INTERESTS; PROVIDED , HOWEVER, ALL SUCH COSTS AND EXPENSES SHALL, TO THE EXTENT THE SAME
RELATE TO ACTS, OMISSIONS, EVENTS, CONDITIONS OR CIRCUMSTANCES OCCURRING FROM AND AFTER THE
EFFECTIVE DATE, NEVERTHELESS BE CHARGED AGAINST THE NET PROFITS ACCOUNT AS AND TO THE EXTENT HEREIN
PERMITTED.

     6.3   No In-Kind Rights . Grantee shall have no right to take in kind any Subject Minerals allocable to the Net Profits Interest.

    6.4 No Operating Rights . IT IS THE EXPRESS INTENT OF GRANTOR AND GRANTEE THAT THE NET PROFITS INTEREST
SHALL CONSTITUTE (AND THIS CONVEYANCE SHALL CONCLUSIVELY BE CONSTRUED FOR ALL PURPOSES AS
CREATING) A SINGLE, SEPARATE NON-OPERATING MINERAL RIGHT WITH RESPECT TO THE SUBJECT INTERESTS FOR
ALL PURPOSES AND A FULLY VESTED AND FULLY CONVEYED INTEREST IN PROPERTY (REAL OR PERSONAL, AS
APPLICABLE). WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, GRANTOR
AND GRANTEE ACKNOWLEDGE THAT GRANTEE HAS NO RIGHT OR POWER TO PARTICIPATE IN THE SELECTION OF A
DRILLING CONTRACTOR, TO PROPOSE THE DRILLING OF A WELL, TO DETERMINE THE TIMING OR SEQUENCE OF
DRILLING OPERATIONS, TO COMMENCE OR SHUT DOWN PRODUCTION, TO TAKE OVER OPERATIONS, OR TO SHARE IN
ANY OPERATING DECISION WHATSOEVER. GRANTOR AND GRANTEE HEREBY EXPRESSLY NEGATE ANY INTENT TO
CREATE (AND THIS CONVEYANCE SHALL NEVER BE CONSTRUED AS CREATING) A MINING OR OTHER PARTNERSHIP OR
JOINT VENTURE OR OTHER RELATIONSHIP SUBJECTING GRANTOR AND GRANTEE TO JOINT LIABILITY.


                                                         ARTICLE VII
                                               WARRANTY AND NEGATIVE COVENANT

     7.1 Warranty . Grantor agrees to warrant and forever defend, all and singular, the Net Profits Interest unto Grantee, its successors and
assigns, against all persons whomsoever claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise,
subject to the Permitted Encumbrances. Subject to the Net Profits Interest and the Permitted Encumbrances, Grantor further warrants to
Grantee that with respect to claims made by, through or under Grantor, immediately following the transfer made pursuant to his Conveyance,
Grantor is (i) entitled to receive not less than the percentage set forth in Exhibit A hereto as the "Net Revenue Interest" of all Minerals
produced, saved and marketed from the Lease described on Exhibit A to which such Net Revenue Interest corresponds without reduction of
such interest throughout the duration of the life of such Lease, except as specifically set forth in Exhibit A, and (ii) obligated to bear the
percentage of the

                                                                       18
costs and expenses relating to the maintenance, development and operation of such Lease not greater than the "Working Interest" shown in
Exhibit A with respect to such Lease, without increase throughout the duration of the life of such Lease, except as specifically set forth in
Exhibit A. Grantor also hereby transfers to Grantee by way of substitution and subrogation (to the fullest extent that same may be transferred),
all rights or actions over and against all predecessor (other than Affiliates of Grantor) covenantors or warrantors of title.

     7.2 Senior Obligation . Grantor agrees that it shall cause each agreement, indenture, bond, deed of trust, filing, application or other
instrument that creates or purports to create a lien, mortgage, security interest or other charge secured by the Subject Interests, Subject Minerals
or the proceeds from the sale of the Subject Minerals or the Existing Hedges that is entered into on or after the date hereof to include an express
agreement and acknowledgement by the parties thereto that the Net Profits Interest is senior in right of payment and collection to any and all
obligations created thereby; provided, however, that this Section 7.2 shall not apply to (a) any agreement, indenture, bond, deed of trust, filing,
application or other instrument that creates a lien, mortgage, security interest or other charge secured by (i) not more than Grantor's residual
interest in the Subject Interests, Subject Minerals or the proceeds from the sale of the Subject Minerals (in each case after the burden of the Net
Profits Interest is satisfied) or (ii) not more than Grantor's residual interest in the Existing Hedges (after the satisfaction of Grantor's obligations
under that the Assignment of Hedge Proceeds), and (b) the lien and security interest created by the Assignment of Hedge Proceeds as in effect
on the date hereof.


                                                                 ARTICLE VIII
                                                                MISCELLANIOUS

     8.1 Notices . All notices and other communications required or permitted under this Conveyance shall be in writing and, unless
otherwise specifically provided, shall be delivered personally, by electronic transmission, by registered or certified mail, postage prepaid, or by
delivery service for which a receipt is obtained (except for quarterly statements provided for under Section 3.5 above which may be sent by
regular mail), at the respective addresses of Grantor and Grantee shown below, and shall be deemed delivered on the date of receipt. Either
party may specify his proper address or any other post office address within the continental limits of the United States by giving notice to the
other party, in the manner provided in this Section, at least fifteen (15) days prior to the effective date of such change of address. For purposes
of notice, the addresses of Grantor and Grantee shall be as follows:

                     If to Grantor:        MV Partners, LLC
                                           c/o Murfin Drilling Company, Inc.
                                           250 N. Water, Suite 300
                                           Wichita, Kansas 67202
                     Attention:            David L. Murfin

                     If to Grantee:        The Bank of New York Trust Company, N.A.
                                           Global Corporate Trust
                                           221 West Sixth Street, 1 st Floor
                                           Austin, Texas 78701
                     Attention:            Mike J. Ulrich

     8.2 Payments . Grantor shall transfer or cause to be transferred all monies to which Grantee is entitled hereunder by Federal funds wire
transfer not later than the date when due, to Grantee at the bank account specified by Grantee in writing to Grantor.

    8.3 Amendments . This Conveyance may not be amended, altered, or modified except pursuant to a written instrument executed by
Grantor and Grantee.

                                                                          19
     8.4 Further Assurances . Grantor and Grantee shall from time to time do and perform such further acts and execute and deliver such
further instruments, conveyances, and documents as may be required or reasonably requested by the other party to establish, maintain, or
protect the respective rights and remedies of Grantor and Grantee and to carry out and effectuate the intentions and purposes of this
Conveyance, provided in each case the same does not conflict with any provision of this Conveyance.

     8.5 Waivers . The failure of Grantor or Grantee to insist upon strict performance of any provision hereof shall not constitute a waiver of
or estoppel against asserting the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a
waiver or estoppel with respect to a later breach of a similar nature or otherwise.

     8.6 No Partition . Grantor and Grantee acknowledge that Grantee has no right or interest that would permit Grantee to partition any
portion of the Subject Interests, and Grantee hereby waives any such right.

   8.7 Governing Law . THIS CONVEYANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF KANSAS UNLESS THE REAL PROPERTY LAWS OF THE STATE IN WHICH THE SUBJECT INTERESTS
ARE LOCATED ARE MANDATORILY APPLICABLE, AND THEN ONLY TO THE EXTENT OF SUCH MANDATORY
APPLICATION.

     8.8 Rule Against Perpetuities . It is not the intent of Grantor or Grantee that any provision herein violate any applicable law regarding
the rule against perpetuities, the suspension of the absolute power of alienation, or other rules regarding the vesting or duration of estates, and
this Conveyance shall be construed as not violating any such applicable law to the extent the same can be so construed consistent with the
intent of the parties. In the event, however, that any provision hereof is determined to violate any such applicable law, then such provision shall
nevertheless be effective for the maximum period (but not longer than the maximum period) permitted by any such applicable law that will
result in no violation. To the extent such maximum period is permitted to be determined by reference to "lives in being", Grantor and Grantee
agree that "lives in being" shall refer to the lifetime of the last to die of the now living lineal descendants of the late Joseph P. Kennedy (father
of the late President of the United States of America).

     8.9   Tax Matters .

      (a) Nothing herein contained shall be construed to constitute a partnership or to cause either party hereto (under state law or for tax
purposes) to be treated as being the agent of, or in partnership with, the other party. In addition, the parties hereto intend that the Net Profits
Interest conveyed hereby to Grantee shall at all times be treated as an incorporeal (i.e., a non-possessory) interest in real property or land under
the laws of the state in which the Subject Interests are located, a production payment under Section 636 of the Code, and therefore, for tax
purposes, debt, payable out of net profits (rather than as a working or any other interest).

     (b) Grantor and Grantee agree, and by acquisition of an interest in Grantee each holder of an interest in Grantee shall be deemed to have
agreed, for United States federal income tax purposes, (1) to treat the Net Profits Interest as indebtedness that is subject to Treasury Regulations
Section 1.1275-4 (the " Contingent Debt Regulations ") and, for purposes of the Contingent Debt Regulations, to treat payments received with
respect to the Net Profits Interest as contingent payments, and (2) to accrue interest with respect to the Net Profits Interest according to the
"noncontingent bond method" set forth in Treasury Regulations Section 1.1275-4(b), using the comparable yield of [ ]% per annum
compounded semi-annually.

    (c) Grantor and Grantee acknowledge and agree, and by acquisition of an interest in Grantee each holder of an interest in Grantee shall be
deemed to have agreed, that (i) the comparable yield and the schedule of projected payments are not determined for any purpose other than for
the

                                                                         20
determination of interest accruals and adjustments thereof in respect of the Net Profits Interest for United States federal income tax purposes
and (ii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the amounts
payable on the Net Profits Interest.

     (d) Grantor may cause to be withheld from any payment hereunder any tax withholding required by law or regulations, including, in the
case of any withholding obligation arising from income that does not give rise to any cash or property from which any applicable withholding
tax could be satisfied, by way of set off against any subsequent payment of cash or property hereunder.

     8.10 Counterparts .

     (a) Multiple counterparts of the Conveyance have been recorded in the counties of the States of Kansas and Colorado where the Subject
Interests are located. The counterparts are identical except that, to facilitate recordation, the counterpart recorded in each county may contain
property descriptions relating only to the Subject Interests located in that county. A counterpart of the Conveyance containing all property
descriptions of Subject Interests will be filed for record in                 County, Kansas.

      (b) If any Subject Interests are located in more than one county, the description of such Subject Interests may be included in any one or
more counterparts prepared for recordation in separate counties, but the inclusion of the same property description in more than one counterpart
of this Conveyance shall not be construed as having effected any cumulative, multiple, or overlapping interest in the Subject Interests in
question.

     8.11 Binding Effect . All the covenants and agreements of Grantor herein contained shall be deemed to be covenants running with
Grantor's interest in the Subject Interests and the lands affected thereby. All of the provisions hereof shall inure to the benefit of Grantee and its
successors and assigns and shall be binding upon Grantor and its successors and assigns and all other owners of the Subject Interests or any part
thereof or any interest therein.

     EXECUTED effective for all purposes as of the Effective Time.

                                                      GRANTOR :

                                                      MV PARTNERS, LLC

                                                      By:


                                                      Name:


                                                      Title:



                                                                         21
                                                    GRANTEE :

                                                    MV OIL TRUST

                                                    By its Trustee, The Bank of New York
                                                    Trust Company, N.A.

                                                    By:


                                                    Name:


                                                    Title:


STATE OF                                            §
                                                    §
COUNTY OF                                           §

     BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly qualified, commissioned, sworn and acting in and for
the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this      day
of               , 2006, there personally appeared before me                 ,               of MV Partners, LLC, a Kansas limited liability
company, known to me to be such officer, such limited liability company being a party to the foregoing instrument and duly acknowledged the
execution of same.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of             ,               County,         , on the day
and year first above written.

                                                  Notary Public in and for
                                                  the State of
                                                  Printed Name of Notary:
                                                  Commission Expires:
STATE OF                                          §
                                                  §
COUNTY OF                                         §

      BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly qualified, commissioned, sworn and acting in and for
the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this     day
of               , 2006, there personally appeared before me                 ,                of The Bank of New York Trust Company, N.A.,
as trustee of MV Oil Trust, known to me to be such officer of such trustee being a party to the foregoing instrument and duly acknowledged the
execution of same.

                                                                     22
     IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of   ,   County,   , on the day
and year first above written.

                                               Notary Public in and for
                                               the State of
                                               Printed Name of Notary:
                                               Commission Expires:

                                                                 23
    EXHIBIT A

SUBJECT INTERESTS

       A-1
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 CONVEYANCE OF NET PROFITS INTEREST
ARTICLE I GRANT OF NET PROFITS INTEREST
ARTICLE II DEFINITIONS
 ARTICLE III ESTABLISHMENT OF NET PROFITS ACCOUNT
 ARTICLE IV OPERATION OF THE SUBJECT INTERESTS
ARTICLE V RELEASES AND TRANSFERS OF SUBJECT INTERESTS/SUBJECT WELLS
 ARTICLE VI OWNERSHIP OF PROPERTY; LIABLITY OF GRANTEE; NO RIGHT OF OPERATIONS BY GRANTEE
ARTICLE VII WARRANTY AND NEGATIVE COVENANT
ARTICLE VIII MISCELLANIOUS
 EXHIBIT A SUBJECT INTERESTS
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                                                                                                                                       Exhibit 10.5

                                                       Administrative Services Agreement

    This ADMINISTRATIVE SERVICES AGREEMENT (this " Agreement ") is dated as of                               , 2006 by and between MV Partners,
LLC, a limited liability company formed under the laws of the State of Kansas (the " Company "), and The Bank of New York Trust Company,
N.A., in its capacity as trustee of MV Oil Trust (the " Trustee "), a statutory trust formed under the laws of the State of Delaware (the " Trust ").

      WHEREAS , pursuant to a Conveyance of Net Profits Interest of even date herewith (the "Conveyance"), the Company has conveyed to
the Trust a net profits interest in certain oil and gas properties located in the States of Kansas and Colorado (the " Net Profits Interest ");

      WHEREAS , in connection with the conveyance of the Net Profits Interest, the Company has agreed to provide certain administrative
services for the Trust in exchange for an administrative services fee as described herein.

      NOW, THEREFORE , in consideration of the premises and the covenants hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound hereby, it is agreed as follows:

                                                                   ARTICLE I
                                                                  DEFINITIONS

       Section 1.01 Definitions.       As used in this Agreement, the following terms have the respective meanings set forth below or set forth
in the Sections referred to below:

     " Administrative Services Fee " has the meaning set forth in Section 3.01.

     " Affiliate " means with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common
control with, the specified person. As used in this definition, the term "control" (and the correlative terms "controlling," "controlled by," and
"under common control") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through ownership of voting securities, by contract or otherwise.

     " Agreement " has the meaning set forth in the introductory paragraph.

    " Business Day " means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in
Wichita, Kansas are authorized or obligated by law or executive order to close.

     " Company " has the meaning set forth in the introductory paragraph.

     " Conveyance " has the meaning set forth in the recitals.

     " External Expenses " means the actual out-of-pocket fees, costs and expenses incurred by the Company in connection with the provision
of the Services.

      " Force Majeure " shall mean any cause beyond the reasonable control of the Company, including the following causes: acts of God,
strikes, lockouts, acts of the public enemy, wars or warlike action (whether actual or impending), arrests and other restraints of government
(civil or military), blockades, embargoes, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, sabotage, tornadoes, named
tropical storms and hurricanes, and floods, civil disturbances, terrorism, mechanical breakdown of machinery or equipment, explosions,
confiscation or seizure by any government or other public authority, any order of any court of competent jurisdiction, regulatory agency or
governmental body having jurisdiction.

     " Net Profits Interest " has the meaning set forth in the recitals.
    " person " shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental
agency, subdivision, or instrumentality, or other entity or association.

     " Services " has the meaning set forth in Section 2.01.

     " Termination Date " has the meaning assigned to such term in the Conveyance.

     " Trust " has the meaning set forth in the introductory paragraph.

    " Trust Agreement " means that certain Amended and Restated Trust Agreement of even date herewith among the Company, the Trustee
and Wilmington Trust Company, as the same may be amended from time to time.

     " Trustee " has the meaning set forth in the introductory paragraph.

       Section 1.02 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa;
(b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms "include," "includes," "including" or
words of like import shall be deemed to be followed by the words "without limitation;" and (d) the terms "hereof," "herein" or "hereunder"
refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings contained in this Agreement are for
reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

                                                                  ARTICLE II
                                                                   SERVICES

      Section 2.01 Services. Subject to the terms of this Agreement and in exchange for the payment described in Section 3.01, the
Company hereby agrees to provide the Trust with such accounting, bookkeeping and informational services as are necessary to comply with
Article III of the Conveyance and such other administrative services of similar character and scope to the foregoing that the Trustee may
reasonably request the Company to provide during the term of this Agreement (the "Services").

      Section 2.02 Performance of Services by Others. The parties hereby agree that in discharging the Company's obligations under this
Agreement, the Company may, in its sole discretion, engage any other person, including its Affiliates, to perform the Services (or any part of
the Services) on its behalf and that the performance of the Services (or any part of the Services) by any such person shall be treated as if the
Company performed such Services itself. Notwithstanding the foregoing, nothing contained herein shall relieve the Company of its obligations
hereunder.

        Section 2.03 Intellectual Property. Any (i) inventions, whether patentable or not, developed or invented, or (ii) copyrightable
material (and the intangible rights of copyright therein) developed, in each case by the Company, its Affiliates or its or their employees in
connection with the performance of the Services shall be the property of the Company; provided, however , that the Trust shall be granted an
irrevocable, royalty-free, non-exclusive and non-transferable right and license to use such inventions or material; and provided further, however
, that the Trust shall only be granted such a right and license to the extent such grant does not conflict with, or result in a breach, default, or
violation of a right or license to use such inventions or material granted to the Company by any person other than an Affiliate of the Company.
Notwithstanding the foregoing, the Company will use all commercially reasonable efforts to grant such right and license to the Trust.

       Section 2.04 Independent Status. It is expressly acknowledged by the parties hereto that each party is an "independent contractor"
and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, or a joint venture or partnership
relationship, or to allow

                                                                          2
any party to exercise control or direction over the other party. Except as required in connection with the performance of the Services, neither
the Company nor any agent, employee, servant, contractor or subcontractor of the Company or any of its Affiliates shall have the authority to
bind the Trust to any contract or arrangement. Neither the Trust nor the Trustee shall be liable for the salary, wages or benefits, including
workers' compensation insurance and unemployment insurance, of any employee, agent, servant, contractor or subcontractor of the Company
or its Affiliates by virtue of this Agreement.

     Section 2.05 Warranties; Limitation of Liability. The Company will use commercially reasonable efforts to provide the Services in
a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. EXCEPT AS SET
FORTH IN THE PRECEDING SENTENCE, THE COMPANY MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND
ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN
NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE TO ANY OF THE PERSONS RECEIVING ANY
SERVICES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SUCH SERVICE,
REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH SERVICE, ITS AFFILIATES OR OTHERS MAY BE WHOLLY,
CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH
EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE
PARTY INCURRING SUCH DAMAGES TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT. THE PROVISIONS OF
THIS SECTION 2.05 WILL SURVIVE TERMINATION OF THIS AGREEMENT.

      Section 2.06 Disputes. Should there be a dispute over the nature or quality of the Services or the calculation or allocation of the
Administrative Services Fee, the Company and the Trustee, on behalf of the Trust, shall first attempt to resolve such dispute, acting diligently
and in good faith, using the past practices of the Company and the Trustee as guidelines for such resolution. If the Company and the Trustee are
unable to resolve any such dispute within thirty days, or such additional time as may be reasonable under the circumstances, the dispute shall
be resolved by arbitration in accordance with the provisions of Article XI of the Trust Agreement. The provisions of this Section 2.06 will
survive termination of this Agreement.


                                                             ARTICLE III
                                                     ADMINISTRATIVE SERVICES FEE

      Section 3.01 Administrative Services Fee. The Trust shall pay to the Company in immediately available funds, on or before the 25
th
  day following each calendar quarter, an administrative services fee of $15,000 (the " Administrative Services Fee "). Effective January 1 of
each calendar year, the amount of the Administrative Services Fee payable in each of the calendar quarters in that calendar year shall increase
by 4.0% of the amount of the Administrative Services Fee that was payable during each of the calendar quarters of the previous calendar year.
In the event that this Agreement is terminated during a calendar quarter pursuant to Section 5.01, the amount of the Administrative Services
Fee for such calendar quarter shall be based upon the pro rata portion of the Administrative Services Fee that shall have accrued during such
quarter up to and including the date of termination of this Agreement. In addition to the Administrative Services Fee, the Trust shall reimburse
the Company on or before the 25 th day following each calendar quarter for all reasonable and necessary External Expenses associated with the
provision of Services in the preceding quarter as set forth in a reasonably detailed invoice provided by the Company to the Trust on or before
the 15 th day following each calendar quarter.

                                                                        3
       Section 3.02 Set-Off. In the event that the Company owes the Trust a sum certain in an uncontested amount under any other
agreement, then any such amounts may, in the sole discretion of the Company, be aggregated and the Trust and the Company shall discharge
their obligations by netting those amounts against any amounts owed by the Trust to the Company under this Agreement.

                                                                 ARTICLE IV
                                                               FORCE MAJEURE

      Section 4.01 Force Majeure. The Company's obligation under this Agreement shall be excused when and to the extent its
performance of that obligation is prevented due to Force Majeure. The Company shall promptly notify the Trustee that it is prevented from
performing its obligations by reason of Force Majeure and shall exercise due diligence to end its inability to perform as promptly as
practicable. Notwithstanding the foregoing, the Company shall not be required to settle any strike, lockout or other labor dispute in which it or
any of its Affiliates may be involved.

                                                                 ARTICLE V
                                                               MISCELLANEOUS

      Section 5.01 Term and Termination. This Agreement shall become effective on the date of this Agreement and shall continue until
the Termination Date unless earlier terminated by mutual agreement of the parties to this Agreement. Upon termination of this Agreement in
accordance with this Section 5.01, all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive
termination of this Agreement, (ii) liabilities and obligations that have accrued prior to such termination, including the obligation to pay any
amounts that have become due and payable prior to such termination, and (iii) the obligation to pay any portion of the Administrative Services
Fee that has accrued prior to such termination, even if such portion has not become due and payable at the time of termination.

      Section 5.02 Notice. All notices and other communications provided for or permitted hereunder shall be made in writing by hand
delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given
(i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1) Business Day after being deposited with
such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as
follows:

     (a)
             if to the Trust or the Trustee, to:

           MV Oil Trust
           c/o The Bank of New York Trust Company, N.A.
           Global Corporate Trust
           221 West Sixth Street, 1st Floor
           Austin, Texas 78701
           Attention: Mike J. Ulrich
           Fax: (512) 479-2553

           with a copy to:

           Andrews Kurth LLP
           600 Travis, Suite 4200
           Houston, Texas 77002
           Attention: David C. Buck
           Fax: (713) 238-7126

                                                                         4
     (b)
             if to the Company, to:

           MV Partners, LLC
           250 N. Water, Suite 300
           Wichita, Kansas 67202
           Attention: David L. Murfin
           Fax: (316) 267-6004

           with a copy to:

           Vinson & Elkins L.L.P.
           1001 Fannin, Suite 2500
           Houston, Texas 77002
           Attention: Thomas P. Mason
           Fax: (713) 615-5320

or to such other address as such person may have furnished to the other persons identified in this Section 5.02 in writing in accordance
herewith.

      Section 5.03 Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the parties relating to the matters
contained herein, superseding all prior contracts or agreements, whether written or oral, relating to the matters contained herein.

      Section 5.04 Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or
implied, to or of any breach or default by any party in the performance by that party of its obligations under this Agreement is not a consent or
waiver to or of any other breach or default in the performance by that party of the same or any other obligations of that party under this
Agreement.

      Section 5.05 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written
instrument executed by each of the parties to this Agreement.

      Section 5.06 Assignment. Except as provided in Section 2.02, no party to this Agreement shall have the right to assign its rights or
obligations under this Agreement without the consent of the other party to this Agreement.

      Section 5.07 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties to
this Agreement had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

      Section 5.08 Severability. If any provision of this Agreement or the application thereof to any party to this Agreement or
circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to
other party to this Agreement or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

      Section 5.09 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each
party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary
or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

    Section 5.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF KANSAS.

                                                                        5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

                                                    MV PARTNERS, LLC

                                                    By:       MV Energy, LLC,
                                                              its Manager

                                                    By:       Murfin, Inc.,
                                                              Member

                                                    By:

                                                    Name:     David L. Murfin
                                                    Title:    Chairman and Chief Executive Officer

                                                    THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee of MV Oil
                                                    Trust

                                                    By:

                                                    Name:     Mike J. Ulrich
                                                    Title:    Vice President

                                                              6
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ARTICLE III ADMINISTRATIVE SERVICES FEE
                                            Exhibit 10.6

    REGISTRATION RIGHTS AGREEMENT

            BY AND BETWEEN

            MV PARTNERS, LLC

                  AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

       AS TRUSTEE OF MV OIL TRUST

          DATED AS OF     , 2006
REGISTRATION RIGHTS AGREEMENT (the " Agreement ") dated as of                                , 2006 by and between MV Partners, LLC, a limited
liability company formed under the laws of the State of Kansas (the " Company "), and The Bank of New York Trust Company, N.A., in its
capacity as trustee of MV Oil Trust (the " Trustee "), a statutory trust formed under the laws of the State of Delaware (the " Trust "). Unless
expressly stated otherwise in this Agreement, as used in this Agreement, references to the "Trustee" mean the Trustee as trustee of the Trust
and not in its individual capacity.

                                                                   RECITALS:

    WHEREAS , the Trustee and the Company have entered into a Conveyance of Net Profits Interest dated of even date herewith (the "
Conveyance Agreement ");

     WHEREAS , in connection with the execution and delivery of the Conveyance Agreement, the Trust has issued to the Company
11,500,000 units of beneficial interest of the Trust (" Trust Units ");

     WHEREAS , in connection with the Initial Public Offering, the Company is selling 7,500,000 Trust Units and Affiliates of the Company
may sell up to 1,125,000 Trust Units if the underwriters of the Initial Public Offering exercise their over-allotment option; and

     WHEREAS , the Trustee has agreed to file a registration statement or registration statements relating to the sale by the Company and its
Transferees (as defined below) of certain of the Trust Units.

      NOW , THEREFORE , in consideration of the premises and the covenants hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:

     SECTION 1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

     " Affiliate " means with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common
control with, the specified person. As used in this definition, the term "control" (and the correlative terms "controlling," "controlled by," and
"under common control") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through ownership of voting securities, by contract or otherwise.

     " Agreement " has the meaning set forth in the preamble hereof.

     " Business Day " means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The
City of New York are authorized or obligated by law or executive order to close.

     " Company " has the meaning set forth in the preamble hereof.

      "Conveyance Agreement" has the meaning set forth in the recitals hereof.

     " Deferral Notice " has the meaning set forth in Section 3(j) hereof.

     " Deferral Period " has the meaning set forth in Section 3(j) hereof.

     " Demand Notice " has the meaning set forth in Section 2(a) hereof.

     " Demand Registration " has the meaning set forth in Section 2(a) hereof.

    " Effective Period " means the period commencing on the 180 th day after the date hereof and ending on the date that all Registrable
Securities have ceased to be Registrable Securities.

     " Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC
thereunder.

                                                                         1
     " Expenses " has the meaning set forth in Section 6(a) hereof.

     " Holder " shall mean the Company, its Affiliates that from time to time hold Registrable Securities and any Transferee of the Company
to whom Registrable Securities are permitted to be transferred in accordance with the terms of this Agreement, and, in each case, who
continues to be entitled to the rights of a Holder hereunder.

     " Indemnified Party " has the meaning set forth in Section 6(d) hereof.

     " Indemnifying Party " has the meaning set forth in Section 6(d) hereof.

    " Initial Public Offering " means the initial public offering of Trust Units registered with the SEC by a registration statement on
Form S-1 (Registration No. 333-136609).

     " Material Event " has the meaning set forth in Section 3(j) hereof.

    " person " shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental
agency, subdivision, or instrumentality, or other entity or association.

     " Piggyback Registration " has the meaning set forth in Section 2(b) hereof.

     " Prospectus " means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, Rule 430B or
Rule 430C promulgated under the Securities Act), as amended or supplemented by any amendment, prospectus supplement or free writing
prospectus (as defined in Rule 405 promulgated under the Securities Act), including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such Prospectus.

     " Registrable Securities " means the Trust Units (not to exceed 4,000,000 Trust Units, subject to adjustment as provided herein) held by
the Company and its Affiliates following the sale of all Trust Units sold by the Company and any of its Affiliates in connection with the Initial
Public Offering and any securities into or for which such Trust Units have been converted or exchanged, and any security issued with respect
thereto upon any dividend, split or similar event until, in the case of any such security, the earliest of (i) its effective registration under the
Securities Act and resale in accordance with the Registration Statement covering it, (ii) its sale to the public pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the Securities Act if the transferee thereof does not receive "restricted securities" as
defined in Rule 144, (iii) its sale in a private transaction in which the transferor's rights under this Agreement are not assigned to the transferee
of the Securities and (iv) it becomes eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act).

     " Registration Statement " means any registration statement of the Trust, including any Shelf Registration Statement, that covers any of
the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such registration statement.

     " Required Information " has the meaning set forth in Section 4(a) hereof.

     " Rule 144 " means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

     " Rule 144A " means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.

     " SEC " means the Securities and Exchange Commission.

                                                                          2
     " Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

     " Shelf Registration Statement " means a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act registering the resale of Registrable Securities from time to time by Holders thereof.

    " Special Counsel " means Vinson & Elkins L.L.P. or such other successor counsel as shall be specified in writing by the Holders of a
majority of all Registrable Securities.

     " Transferee " has the meaning set forth in Section 9(d) hereof.

     " Trust " has the meaning set forth in the preamble hereof.

     " Trust Units " has the meaning set forth in the recitals hereof.

     " Trustee " has the meaning set forth in the preamble hereof.

     SECTION 2. Demand Registration Rights .

     (a) During the Effective Period, the Holders representing a majority of the then outstanding Registrable Securities may request, by
written notice to the Trustee (the " Demand Notice "), that the Trust effect the registration under the Securities Act of the number of
Registrable Securities requested to be so registered pursuant to the terms and conditions set forth in this Agreement (each a " Demand
Registration "). Following receipt of a Demand Notice for a Demand Registration, the Trustee shall use its reasonable best efforts to file a
Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared
effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will
specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration
Statement and the intended methods of disposition thereof.

      The Holders shall be entitled to a maximum of three (3) Demand Registrations, which shall include (i) any Demand Registrations for
registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with
Section 9(d) hereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement
relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d).

      (b) In the event that any Demand Registration is transferred to a Transferee in accordance with Section 9(d) hereof, and such Transferee
sends a Demand Notice to the Trustee, such Trustee will give notice to the other Holders of such Demand Registration. Such notice shall
describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written
response delivered to the Trustee within twenty (20) days after the receipt by such Holder of any such notice, request that all or a specified part
of the Registrable Securities held by such Holder be included in such Demand Registration (a " Piggyback Registration "). Such response
shall also specify the intended method of disposition of such Registrable Securities. The Trustee thereupon will use commercially reasonable
efforts to effect the registration under the Securities Act of all Registrable Securities which the Trustee has been so requested to register by the
Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable
Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this
Section 2(b) shall relieve the Trustee of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or
reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a) hereof.

                                                                         3
     (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten
offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or
dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering
(including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such
Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment
underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold
without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

          (i)   first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and

          (ii) second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with
     this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration.

     (d) The Trustee shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any
Demand Registration for a period of at least ninety (90) days (or three years if a Shelf Registration Statement is requested) after the effective
date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all
Registrable Securities have ceased to be Registrable Securities; provided, however , that such period shall be extended for a period of time
equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of the
Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically
pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or such
shorter or longer period as may be subsequently permitted by the SEC.

     (e) Notwithstanding the foregoing, if the Trustee shall furnish to the Holders requesting a registration pursuant to this Section 2 within
30 days of receiving such request a certificate signed by the Trustee stating that in the good faith judgment of the Trustee it would be
detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such
Registration Statement, the Trustee shall have the right to defer such filing for up to 2 periods of not more than 30 days each after receipt of
each request of the Holders; provided, however , that the Trustee may not use this right more than once (for a total of up to 60 days) in any
12-month period.

     SECTION 3. Registration Procedures . In connection with the registration obligations of the Trust under Section 2 hereof, during the
Effective Period, the Trustee shall:

      (a) Prepare and file with the SEC a Registration Statement or Registration Statements, including if so requested by the Holders a Shelf
Registration Statement, on any appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders
thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided herein; provided that before filing any Registration Statement or
Prospectus or any amendments or supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act),
furnish to the Holders, the Special Counsel and the managing underwriter or underwriters, if any, copies of all such documents proposed to be
filed at least three (3) Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement
thereto.

                                                                          4
     (b) Subject to Section 3(j), prepare and file with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein with respect to the
disposition of all securities covered by such Registration Statement; cause the related Prospectus to be supplemented by any required
prospectus supplement or free writing prospectus, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to the
Trust with respect to the disposition of all securities covered by such Registration Statement during the period provided herein with respect to
the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented.

     (c) Subject to Section 3(j), from and after the date a Registration Statement is declared effective, the Trustee shall, as promptly as
practicable after the date the Required Information is delivered pursuant to Section 4 hereof and in accordance with this Section 3(c):

          (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if
     required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated
     therein by reference or file any other required document so that the Holder delivering such Required Information is named as a selling
     securityholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such
     Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Trustee shall file a post-effective
     amendment to the Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared
     effective under the Securities Act as promptly as is practicable; and

          (ii) provide such Holder copies of any documents filed pursuant to Section 3(c)(i);

provided , that, if the Required Information is delivered during a Deferral Period, the Trustee shall so inform the Holder delivering such
Required Information. The Trustee shall notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 3(c)(i). Notwithstanding anything contained herein to the contrary, the Trustee shall be
under no obligation to name any Holder that has failed to deliver the Required Information in the manner set forth in Section 4 hereof as a
selling securityholder in any Registration Statement or related Prospectus.

     (d) As promptly as practicable give notice to the Holders, the Special Counsel and the managing underwriter or underwriters, if any,
(i) when any Prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with
respect to a Registration Statement or any post-effective amendment thereto, when the same has been declared effective, (ii) of any request,
following the effectiveness of any Registration Statement under the Securities Act, by the SEC or any other federal or state governmental
authority for amendments or supplements to any Registration Statement or related Prospectus, (iii) of the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or
threatening of any proceedings for that purpose, (iv) of the receipt by the Trustee of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event and (vi) of the
determination by the Trustee that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Trustee (or as required pursuant to Section 3(j)), state that it constitutes a Deferral Notice, in which event the provisions of
Section 3(j) shall apply.

                                                                         5
     (e) Use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement
or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any
jurisdiction in which they have been qualified for sale, in either case as promptly as practicable, and provide prompt notice to each Holder of
the withdrawal of any such order.

     (f) If requested by the managing underwriters, if any, or the Holders of the Registrable Securities being sold in connection with an
underwritten offering, promptly include in a prospectus supplement or post-effective amendment such information as the managing
underwriters, if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and
make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Trustee has received
such request; provided, however , that the Trustee shall not be required to take any actions under this Section 3(f) that are not, in the opinion of
counsel for the Trustee, in compliance with applicable law.

     (g) As promptly as practicable furnish to each Holder, the Special Counsel and each managing underwriter, if any, upon request, at least
one (1) conformed copy of the Registration Statement and any amendment thereto, including exhibits and, if requested, all documents
incorporated or deemed to be incorporated therein by reference.

     (h) Deliver to each Holder, the Special Counsel and each managing underwriter, if any, in connection with any sale of Registrable
Securities pursuant to a Registration Statement as many copies of the Prospectus relating to such Registrable Securities (including each
preliminary Prospectus) and any amendment or supplement thereto as such persons may reasonably request; and the Trustee hereby consents
(except during such periods that a Deferral Notice is outstanding and has not been revoked and subject to Section 3(j)(ii) hereof) to the use of
such Prospectus or each amendment or supplement thereto by each Holder and the underwriters, if any, in connection with any offering and
sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

     (i) Prior to any public offering of the Registrable Securities pursuant to a Registration Statement, use commercially reasonable efforts to
register or qualify or cooperate with the Holders, the Special Counsel and the underwriters, if any, in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions within the United States as any Holder or underwriter reasonably requests in writing (which request may be
included with the Required Information); prior to any public offering of the Registrable Securities pursuant to the Registration Statement, use
commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period provided
herein with respect to the disposition of all securities covered by such Registration Statement in connection with such Holder's offer and sale of
Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant
Registration Statement and the related Prospectus; provided that neither the Trust nor the Trustee will be required to (i) qualify as a foreign
entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any
action that would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

     (j) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of any Registration Statement or the initiation of
proceedings with respect to any Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the
existence of any fact as a result of which (x) any Registration Statement shall contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the

                                                                         6
statements therein not misleading, or (y) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading (a " Material Event "), or (C) the occurrence or existence of any pending corporate development of the Trust that, in the
reasonable discretion of the Trustee, makes it appropriate to suspend the availability of any Registration Statement and the related Prospectus,
the Trustee shall:

           (i) in the case of clause (B) above, subject to clause (ii) below, as promptly as practicable prepare and file, if necessary pursuant to
     applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document
     incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration
     Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not
     contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make
     the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the
     purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement,
     subject to clause (ii) below, use commercially reasonable efforts to cause it to be declared effective as promptly as practicable; and

           (ii) give notice to the Holders and the Special Counsel, if any, that the availability of any Registration Statement is suspended (a "
     Deferral Notice ") and, upon receipt of any Deferral Notice, each Holder agrees not to sell any Registrable Securities pursuant to the
     Registration Statement until such Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above,
     or until it is advised in writing by the Trustee that the Prospectus may be used, and has received copies of any additional or supplemental
     filings that are incorporated or deemed incorporated by reference in such Prospectus, in which case such Holder will use the Prospectus as
     so supplemented or amended in connection with any offering and sale of Registrable Securities covered thereby.

The Trustee shall use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A)
above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Trustee, public disclosure of
such Material Event would not be prejudicial to or contrary to the interests of the Trust or, if necessary to avoid unreasonable burden or
expense, as soon as practicable thereafter, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Trustee, such
suspension is no longer appropriate. The Trustee shall be entitled to exercise its right under this Section 3(j) to suspend the availability of any
Registration Statement or any Prospectus (the " Deferral Period ") for use by any Holder.

      (k) If reasonably requested by a Holder or any underwriter participating in any disposition of Registrable Securities, if any, in writing in
connection with a disposition by such Holder of Registrable Securities pursuant to a Registration Statement, make reasonably available for
inspection during normal business hours by a representative for such Holder(s) of such Registrable Securities, any broker-dealers, underwriters,
attorneys and accountants retained by such Holder(s), and any attorneys or other agents retained by a broker-dealer or underwriter engaged by
such Holder(s), all relevant financial and other records and pertinent corporate documents and properties of the Trust, and cause the appropriate
officers, directors and employees of the Trustee to make reasonably available for inspection during normal business hours on reasonable notice
all relevant information reasonably requested by such representative for the Holder(s), or any such broker-dealers, underwriters, attorneys or
accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided that (i) the
Trustee shall not be obligated to make available for inspection any information that, based on the reasonable advice of counsel to the Trustee,
could subject the Trustee to the loss of

                                                                          7
privilege with respect thereto and (ii) such persons shall first agree in writing with the Trustee that any information that is reasonably
designated by the Trustee as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be
used solely for the purposes of exercising rights under this Agreement, unless (a) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory authorities, (b) disclosure of such information is required by law
(including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use
of any Prospectus referred to in this Agreement) or (c) such information becomes generally available to the public other than as a result of a
disclosure or failure to safeguard by any such person; and provided further that the foregoing inspection and information gathering shall, to the
greatest extent possible, be coordinated on behalf of all the Holders and the other parties entitled thereto by Special Counsel, if any, or another
representative selected by the Holders of a majority of Registrable Securities being registered pursuant to such Registration Statement. Any
person legally compelled or required by administrative or court order or by a regulatory authority to disclose any such confidential information
made available for inspection shall provide the Trustee with prompt prior written notice of such requirement so that the Trustee may seek a
protective order or other appropriate remedy.

     (l) Use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to the Trust's
securityholders earnings statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal
quarter of the Trust commencing after the effective date of a Registration Statement, which statements shall be made available no later than the
next succeeding Business Day after such statements are required to be filed with the SEC.

     (m) Cooperate with each Holder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any restrictive
legends stating that the Registrable Securities evidenced by the certificates are "restricted securities" (as defined by Rule 144), and cause such
Registrable Securities to be registered in such names as such Holder or the managing underwriters, if any, may request in writing at least two
(2) Business Days prior to any sale of such Registrable Securities.

     (n) Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of
such Registration Statement.

     (o) Cooperate with and assist each Holder, the Special Counsel and any underwriters participating in any disposition of Registrable
Securities in any filings required to be made with the National Association of Securities Dealers, Inc. in connection with the filing or
effectiveness of any Registration Statement, any post-effective amendment thereto or any offer or sale of Trust Units thereunder.

      (p) In the case of a proposed sale pursuant to a Registration Statement involving an underwritten offering, the Trustee shall enter into
such customary agreements on behalf of he Trust (including, if requested, an underwriting agreement in reasonably customary form) and take
all such other action, if any, as Holders of a majority of the Registrable Securities being sold or any managing underwriters reasonably shall
request in order to facilitate any disposition of the Registrable Securities pursuant to such Registration Statement, including, without limitation,
(i) using commercially reasonable efforts to cause its counsel to deliver an opinion or opinions in reasonably customary form, (ii) using its
reasonable best efforts to cause its officers to execute and deliver all customary documents and certificates on behalf of the Trust and (iii) using
its reasonable best efforts to cause the Trust's independent public accountants to provide a comfort letter or letters in reasonably customary
form.

    (q) Use its reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement taking into
account the Trust's business needs.

                                                                         8
     (r) Upon (i) the filing of any Registration Statement and (ii) the effectiveness of any Registration Statement, announce the same, in each
case by press release to Reuters Economic Services and Bloomberg Business News.

     (s) Use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or quotation
system on which similar securities issued by the Trust are listed or traded.

     SECTION 4. Holder's Obligations .

     (a) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related
Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trustee may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the Trustee in writing such information required in connection with such
registration regarding such seller and the distribution of such Registrable Securities as the Trustee may, from time to time, reasonably request
in writing (the " Required Information ") and the Trustee may exclude from such registration the Registrable Securities of any seller who
unreasonably fails to furnish such information within a reasonable time after receiving such request. In addition, following the date that a
Registration Statement is declared effective, each Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related
Prospectus agrees to deliver, at least seven (7) Business Days prior to any intended distribution of Registrable Securities under the Registration
Statement, to the Trustee any additional Required Information as the Trustee may reasonably request so that the Trustee may complete or
amend the information required by any Registration Statement.

      (b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trustee with the
Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to
furnish to the Trustee all information required to be disclosed in order to make the information previously furnished to the Trustee by such
Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trustee may
from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by
such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in
connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any
material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in
the light of the circumstances under which they were made, not misleading.

     SECTION 5. Registration Expenses . The Company shall bear all out-of-pocket fees and expenses incurred in connection with the
performance by the Trustee of its obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is declared
effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and
expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with
federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel, if any, in
connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Holders of a majority of the
Registrable Securities being sold pursuant to a Registration Statement may designate)), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication
expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder,

                                                                         9
(iv) fees and disbursements of counsel for the Trustee and the Special Counsel, if any, in connection with any Registration Statement, (v) fees
of accountants for consents and cold comfort and (vi) the fees and expenses incurred in connection with the listing by the Trustee of the
Registrable Securities on any securities exchange on which similar securities of the Trust are then listed. However, the Trust shall pay the
internal expenses of the Trustee (including, without limitation, all salaries and expenses of officers and employees performing legal or
accounting duties), the expense of any annual audit and the other fees and expenses of the accountants for the Trust not covered by clause (v) of
the preceding sentence, other than any expense that would not have otherwise been incurred but for the fact of the filing of the Registration
Statement or the timing thereof, the fees and expenses of any person, including special experts, retained by the Trustee and the fees and
expenses of any transfer agent for the Registrable Securities. Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay its own selling expenses, including any underwriting discount and commissions, all registration expenses to the extent
required by applicable law and, except as otherwise provided herein, fees and expenses of counsel.

     SECTION 6. Indemnification and Contribution .

     (a) Indemnification by the Trust . The Trust shall indemnify and hold harmless the Company, each Holder and each person, if any, who
controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim) (" Expenses ") to which the Company, any Holder or any
controlling person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other
federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the
SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the
circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust
furnished by or on behalf of the Trustee specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to
Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling persons thereof for any legal or other
expenses reasonably incurred by the Company, the Holders or any controlling persons thereof in connection with the investigation or defense
of any Expenses with respect to which the Company and the Holders or any controlling persons thereof is entitled to indemnity by the Trust
under this Agreement. In connection with any underwritten offering pursuant to Section 8, the Trust will also agree to indemnify the
underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act and
the Exchange Act) on terms and conditions similar to those set forth herein with respect to the indemnification of the Company and the
Holders, if requested in connection with any Registration Statement, such indemnification to be set forth in any underwriting agreement to be
entered into by the Trustee with such underwriter(s).

     (b) Indemnification by the Company . The Company shall indemnify and hold harmless each Holder (other than the Company), the
Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Holder,
the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
Expenses (excluding, however, any taxes, fees and other charges payable by the Trustee on, based on or measured by any fees, commissions or
compensation received by the Trustee for its services under this Agreement) to which such Holder, the Trust, the Trustee or any agent thereof
or any controlling person of such Holder, the Trust or the Trustee may become subject, under or with

                                                                       10
respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by
(i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged
omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of
which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact
contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary
Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue
statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or
any other Federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange
or the quotation of the Trust Units on NASDAQ or any omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however , that the Company shall not be liable to and shall not indemnify
the Holders (other than the Company), the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in
any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is
connected with information relating to (a) the Trustee in its individual capacity or (b) such Holder, in either case prepared or furnished by the
Trustee or such Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and
provided, further , that the Company shall not be liable to the Holders (other than the Company), the Trustee or any agents or controlling
persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent
that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity prepared
or furnished by the Trustee and the Trustee is found liable or (b) such Holder prepared or furnished by such Holder and such Holder is found
liable. Subject to Section 6(e) of this Agreement, the Company shall reimburse the Holders (other than the Company), the Trust and the Trustee
and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Holders (other than the Company), the
Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect
to which the Holders (other than the Company), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by
the Company under this Agreement.

     (c) Indemnification by Certain of the Holders . Each Holder (other than the Company), severally and not jointly, shall indemnify and
hold harmless the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, and any other Holder and each person, if
any, who controls the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Expenses to which the
Company, the Trust, the Trustee and any agents thereof, individually and as trustee, any other Holder or any controlling person of the
Company, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Holder may become subject, under or with
respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by
any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which
such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of
a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with
respect to written information relating to such Holder (other than the Company) furnished by or on behalf of such Holder specifically for
inclusion in the documents

                                                                         11
referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, such Holder shall reimburse the Company, the Trust, the
Trustee and any agents thereof, individually and as trustee, the other Holders and any agents or controlling persons thereof for any legal or
other expenses reasonably incurred by the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, the other
Holders or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the
Company, the Trust, the Trustee and any agents thereof, individually and as trustee, and the other Holders or any agent or controlling persons
thereof is entitled to indemnity by such Holder under this Agreement.

      (d) Conduct of Indemnification Proceedings . In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section 6(a), 6(b) or 6(c) hereof, such person (the "
Indemnified Party ") shall promptly notify the person against whom such indemnity may be sought (the " Indemnifying Party ") in writing
and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but