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


                                    FORM 10-Q


                                   (Mark One)
    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 1-10753


                           GULPORT ENERGY CORPORATION
             (Exact name of Registrant as specified in its charter)

                              Delaware 73-1521290
                (State or other jurisdiction of I.R.S. Employer
                incorporation or organization Identification No.)


                              6307 Waterford Blvd.
                              Building D, Suite 100
                          Oklahoma City, Oklahoma 73118
                                 (405) 848-8807
              (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                                executive office)


Indicate by check mark whether the Registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the Issuer was
required  to  file  such  reports)  and  (2)  has  been  subject  to such filing
requirements  for  the  past  90  days.  Yes[X]  No[ ]

APPLICABLE  ONLY  TO  REGISTRANTS  INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEEDING  FIVE  YEARS.

Indicate  by  check  mark  whether  the  registrant  has filed all documents and
reports  required  to  be filed by Section 12, 13 or 15(d) of the Securities and
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.  Yes  [X]  No  [ ]

The  number  of  shares  of  the  Registrant's  Common  Stock,  $0.01 par value,
outstanding  as  of  April  13,  2002  was  10,146,566.


                                        1

                          GULFPORT ENERGY CORPORATION

                                TABLE OF CONTENTS

                           FORM 10-Q QUARTERLY REPORT


PART  I     FINANCIAL  INFORMATION

 Item  1  Financial  Statements

     Balance Sheets at March 31, 2002 (unaudited) and December 31, 2001        4

     Statements  of  Income  for  the  Three  Month  Periods  Ended
       March  31,  2002  and  2001  (unaudited)                                5

     Statements of Common Stockholders' Equity for the Three Months
       Ended  March  31,  2002  and  2001  (unaudited)                         6

     Statements  of  Cash  Flows  for  the  Three  Months  Ended
       March  31,  2002  and  2001  (unaudited)                                7

     Notes  to  Financial  Statements                                          8

 Item  2  Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations                             12


PART  II    OTHER  INFORMATION

 Item  1  Legal  Proceedings                                                  20

 Item  2  Changes  in  Securities  and  Use  of  Proceeds                     20

 Item  3  Defaults  upon  Senior  Securities                                  20

 Item  4  Submission  of  Matters  to  a  Vote  of  Security  Holders         20

 Item  5  Other  Information                                                  20

 Item  6  Exhibits  and  Reports  on  Form  8-K                               20

          Signatures                                                          22





                                        2

                          GULFPORT ENERGY CORPORATION




                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements
                            March 31, 2002 and 2001







              Forming a part of Form 10-Q Quarterly Report to the
                       Securities and Exchange Commission


This  quarterly  report on Form 10-Q should be read in conjunction with Gulfport
Energy  Corporation's Annual Report on Form 10-K for the year ended December 31,
2001.


















                                        3

                          GULFPORT ENERGY CORPORATION

                                 BALANCE SHEETS


                                                       March 31,   December 31,
                                                         2002          2001
                                                     (Unaudited)
                                                     -----------   ------------

                                     Assets
Current  assets:
                                                             
  Cash  and  cash  equivalents                      $  3,334,000   $  1,077,000
  Accounts receivable, net of allowance for
    doubtful accounts of $239,000 as of
    March  31,  2002 and December 31, 2001             1,154,000      1,096,000
  Accounts  receivable  -  related  party                195,000        160,000
  Prepaid expenses and other current assets              182,000        253,000
                                                    ------------   ------------
          Total  current  assets                       4,865,000      2,586,000
                                                    ------------   ------------
Property  and  equipment:
  Oil  and  natural  gas properties                  104,075,000    103,344,000
  Other  property  and  equipment                      1,983,000      1,976,000
  Accumulated depletion, depreciation, amortization  (70,369,000)   (69,597,000)
                                                    ------------   ------------
          Property  and equipment, net                35,689,000     35,723,000
                                                    ------------   ------------

Other  assets                                          2,646,000      2,583,000
                                                    ------------   ------------

                                                    $ 43,200,000   $ 40,892,000
                                                    ============   ============


                      Liabilities and Stockholders' Equity

Current  liabilities:
  Accounts  payable  and  accrued  liabilities      $  2,272,000   $  2,637,000
  Note  payable  -  related  party                             -      3,000,000
  Current  maturities  of  long-term  debt               790,000      1,120,000
                                                    ------------   ------------

          Total  current  liabilities                  3,062,000      6,757,000
                                                    ------------   ------------

Long-term  debt                                          135,000        143,000
                                                    ------------   ------------

          Total  liabilities                           3,197,000      6,900,000
                                                    ------------   ------------

Commitments  and  contingencies                                -              -

Redeemable 12% cumulative preferred stock,
  Series A, $.01 par value, with a redemption
  and liquidation value of $1.000 per share;
  15,000 and 0 authorized, 6,001 and 0 issued
  and outstanding at March 31, 2002 and
  December 31, 2001, respectively                      6,001,000              -

Preferred stock, $.01 par value; 4,985,000
  and 1,000,000 authorized at March 31,2002
  and December 31, 2001, respectively, none
  issued                                                       -              -

Common stockholders'  equity:
  Common stock - $.01 par value, 20,000,000
    and  15,000,000 authorized, 10,146,566 issued
    and outstanding at March 31, 2002 and
    December 31, 2001, respectively                      101,000        101,000

Paid-in  capital                                      84,192,000     84,192,000
Accumulated  deficit                                 (50,291,000)   (50,301,000)
                                                   -------------   ------------

                                                      34,002,000     33,992,000
                                                   -------------   ------------

          Total liabilities and stockholders'
            equity                                 $  43,200,000   $ 40,892,000
                                                   =============   ============



                See accompanying notes to financial statements.

                                        4

                          GULFPORT ENERGY CORPORATION
                              STATEMENTS OF INCOME
                                  (Unaudited)



                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2002            2001
                                                    ----------      ----------
Revenues:
                                                              
  Gas  sales                                        $   61,000      $  134,000
  Oil  and  condensate  sales                        2,471,000       3,267,000
  Other  income                                        234,000          49,000
                                                    ----------      ----------
                                                     2,766,000       3,450,000
                                                    ----------      ----------

Costs  and  expenses:
  Operating  expenses                                1,255,000       1,602,000
  Production  taxes                                    281,000         368,000
  Depreciation,  depletion,  and  amortization         785,000         715,000
  General  and  administrative                         353,000         456,000
                                                    ----------      ----------
                                                     2,674,000       3,141,000
                                                    ----------      ----------

INCOME  FROM  OPERATIONS:                               92,000         309,000
                                                    ----------      ----------

OTHER  (INCOME)  EXPENSE:
  Interest  expense                                     93,000          97,000
  Interest  income                                     (11,000)        (52,000)
                                                    ----------      ----------

                                                        82,000          45,000
                                                    ----------      ----------

INCOME  BEFORE  INCOME  TAXES                           10,000         264,000
                                                    ----------      ----------

INCOME  TAX  EXPENSE  (BENEFIT):
  Current                                                4,000         106,000
  Deferred                                              (4,000)       (106,000)
                                                    ----------      ----------
                                                             -               -
                                                    ----------      ----------

NET  INCOME                                         $   10,000      $  264,000
                                                    ==========      ==========

NET  INCOME  PER  COMMON  SHARE:
  Basic                                             $        -      $     0.03
                                                    ==========      ==========

  Diluted                                           $        -      $     0.03
                                                    ==========      ==========


                 See accompanying notes to financial statements.

                                        5

                          GULFPORT ENERGY CORPORATION
                    Statements of Common Stockholders' Equity
                                  (Unaudited)


                                                                        Additional
                                 Preferred Stock       Common Stock       Paid-in     Accumulated
                                 Shares   Amount    Shares     Amount     Capital       Deficit
                                 ------   -----   ----------  --------  -----------  ------------
                                                                   
Balance at December 31, 2000          -   $   -   10,145,400  $101,000  $84,190,000  $(55,718,000)
  Net  income                         -       -            -         -            -       264,000
                                 ------   -----   ----------  --------  -----------  ------------
Balance at March 31, 2001             -   $   -   10,145,400  $101,000  $84,190,000  $(55,454,000)
                                 ======   =====   ==========  ========  ===========  ============


Balance at December 31, 2001          -   $   -   10,146,566  $101,000  $84,192,000  $(50,301,000)

  Net  income                         -       -            -         -            -        10,000
                                 ------   -----   ----------  --------  -----------  ------------

Balance at March 31, 2002             -   $   -   10,146,566  $101,000  $84,192,000  $(50,291,000)
                                 ======   =====   ==========  ========  ===========  ============



                See accompanying notes to financial statements.

                                        6

                          GULFPORT ENERGY CORPORATION
                            Statements of Cash Flows
                                  (Unaudited)



                                                        For the Three Months
                                                           Ended March 31,
                                                     --------------------------
                                                        2002            2001
                                                     ----------      ----------
Cash  flows  from  operating  activities:
                                                              
  Net  income                                       $    10,000     $   264,000
  Adjustments  to  reconcile  net  income  to
    net  cash  provided  by  operating  activities:
    Depletion,  depreciation  and  amortization         772,000         715,000
    Amortization  of  debt  issuance  costs              13,000               -
  Changes  in  operating  assets  and  liabilities:
    (Increase)  decrease  in  accounts  receivable      (58,000)        (95,000)
    (Increase) decrease in accounts receivable -
      related                                           (35,000)              -
    (Increase)  decrease  in  prepaid  expenses          58,000          34,000
    (Decrease)  increase  in  accounts  payable
       and  accrued  liabilities                       (102,000)      4,731,000
    (Decrease)  increase  in  other  liabilities              -         145,000
                                                    -----------     -----------
Net  cash provided by operating activities              658,000       5,794,000
                                                    -----------     -----------

Cash  flows  from  investing  activities:
  (Additions)  to cash held in escrow                   (55,000)        (55,000)
  (Additions)  to  other  assets                         (8,000)        (14,000)
  (Additions) to other property, plant and equipment     (7,000)         (3,000)
  (Additions)  to  oil  and  gas  properties           (731,000)     (7,437,000)
                                                    -----------     -----------
Net  cash  used  in investing activities               (801,000)     (7,509,000)
                                                    -----------     -----------

Cash  flows  from  financing  activities:
  Principal  payments  on  borrowings                  (338,000)       (209,000)
  Proceeds from issuance of preferred stock           2,738,000               -
                                                    -----------     -----------
Net cash provided by (used in) financing activities   2,400,000        (209,000)
                                                    -----------     -----------

Net increase (decrease) in cash and cash
  equivalents                                         2,257,000      (1,924,000)

Cash and cash equivalents at beginning of period      1,077,000       3,657,000
                                                    -----------     -----------

Cash and cash equivalents at end of period          $ 3,334,000     $ 1,733,000
                                                    ===========     ===========

Supplemental disclosure of cash flow information:
  Interest  payments                                $    15,000     $    22,000
                                                    ===========     ===========

Supplemental disclosure of non-cash transactions:
  Repayment of note payable to related party
    through issuance of Series A Preferred Stock    $ 3,000,000     $         -
                                                    ===========     ===========

  Repayment of accrued interest due on note
    payable to related party through issuance
    of  Series  A  Preferred  Stock                 $   263,000     $         -
                                                    ===========     ===========


                See accompanying notes to financial statements.

                                        7



                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)


     These condensed financial statements have  been prepared by Gulfport Energy
Corporation (the "Company") without audit, pursuant to the rules and regulations
of  the  Securities  and Exchange Commission, and reflect all adjustments, which
are  in the opinion of management, necessary for a fair statement of the results
for the interim periods, on a basis consistent with the annual audited financial
statements.  All  such  adjustments  are  of a normal recurring nature.  Certain
information,  accounting policies, and footnote disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  omitted pursuant to such rules and regulations, although
the  Company  believes that the disclosures are adequate to make the information
presented  not  misleading.  These  financials  statements  should  be  read  in
conjunction  with  the  financial  statements  and  the  summary  of significant
accounting  policies  and  notes  thereto  included in the Company's most recent
annual  report  on  Form  10-K.

1.   ACCOUNTS  RECEIVABLE  -  RELATED  PARTY

     Included  in  the  accompanying  March  31,  2002 balance sheet are amounts
receivable  from  entities  that  have  similar  controlling  interests as those
controlling  the  Company.  These  receivables  represent  amounts billed by the
Company  for  general  and  administrative  functions  performed  by  Gulfport's
personnel  on  behalf  of the related party companies during 2002.  Gulfport has
reduced its corresponding expenses for the three months ending March 31, 2002 by
$115,000  billed  to  the  companies  for  performance  of  these  services.

2.   PROPERTY  AND  EQUIPMENT

     The  major  categories  of  property  and equipment and related accumulated
depreciation,  depletion  and  amortization  are  as  follows:



                                        March 31, 2002       December 31, 2001
                                        --------------       -----------------
                                                         
Oil  and  gas  properties               $ 104,075,000          $ 103,344,000
Office  furniture  and  fixtures            1,506,000              1,499,000
Building                                      217,000                217,000
Land                                          260,000                260,000
                                        -------------          -------------

Total  property  and  equipment           106,058,000            105,320,000

Accumulated depreciation, depletion,
  amortization and impairment reserve     (70,369,000)           (69,597,000)
                                        -------------          -------------

Property  and  equipment,  net          $  35,689,000          $  35,723,000
                                        =============          =============


                                        9

                          GULFPORT ENERGY CORPORATION
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (Unaudited)


3.  OTHER  ASSETS

    Other  assets  consist  of  the  following:


                                           March 31, 2002    December 31, 2001
                                           --------------    -----------------
Plugging and abandonment escrow account
                                                         
  on  the  WCBB  properties                $   2,335,000       $   2,272,000
CD's  securing  letter of credit                 200,000             200,000
Deposits                                         111,000             111,000
                                           -------------       -------------

                                           $   2,646,000       $   2,583,000
                                           =============       =============



4.   LONG-TERM  DEBT

     The  building  loan  of  $155,000  relates  to  a  building  in  Lafayette,
Louisiana, purchased in 1996 to be used as the Company's Louisiana headquarters.
The  building  is  12,480  square  feet  with approximately 6,180 square feet of
finished  office  area  and 6,300 square feet of warehouse space.  This building
allows  the Company to provide office space for Louisiana personnel, have access
to  meeting  space  close  to the fields and to maintain a corporate presence in
Louisiana.

A  break  down  of  long-term  debt  is  as  follows:



                                           March 31, 2002    December 31, 2001
                                           --------------    -----------------
                                                         
Note  payable                              $     770,000       $    1,100,000

Building  loan                                   155,000              163,000
                                           -------------       --------------

                                                 925,000            1,263,000

Less - current maturities of long term debt     (790,000)          (1,120,000)
                                           -------------       --------------
Debt  reflected  as  long  term            $     135,000       $      143,000
                                           =============       ==============


5.   NOTE  PAYABLE  -  RELATED  PARTY

     On  March  29,  2002, the outstanding balance of the Company's note payable
due  to  Gulfport  Funding,  LLC  ("Gulfport  Funding")  along  with all related
accumulated  interest  on  the  note,  were  retired  through Gulfport Funding's
participation  in  the Company's Private Placement Offering as described in Note
9.

6.   CASTEX  BACK-IN

     Gulfport sold its interest in the Bayou Penchant, Bayou Pigeon, Deer Island
and  Golden  Meadow  fields  to Castex Energy 1996 Limited Partnership effective
April  1,  1998  subject to a 25% reversionary interest in the partnership after
Castex  had  received  100% of the initial investment.  Castex informed Gulfport
that  the investment had paid out effective September 1, 2001.  In lieu of a 25%
interest  in the partnership, Gulfport elected to take a proportionately reduced
25% working interest in the properties.  During March, 2002 the Company received

                                        9

                          GULFPORT ENERGY CORPORATION
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (Unaudited)


approximately  $220,000 from Castex which the Company believes consists of sales
income  for  the  period  after  payout  net of operating expenses, although the
Company  has  not  received  confirmation  of  such.  As  a  result, this amount
received has been included in the accompanying statement of income for the three
months  ended  March  31,  2002  as  "Other  Income".

7.   EARNINGS  PER  SHARE

     A  reconciliation  of  the  components  of basic and diluted net income per
common  share  is  presented  in  the  table  below:


                                           For the Three Months Ended March 31,
                                            2002                        2001
                                -------------------------------------------------------
                                                      Per                          Per
                                 Income    Shares    Share   Income     Shares    Share
                                -------  ----------  -----  --------  ----------  -----
Basic:
  Income attributable
                                                                
    to common  stock            $10,000  10,146,566  $0.00  $264,000  10,145,400  $0.03
                                                     =====                        =====

Effect of dilutive securities:
  Stock options                             346,749                -     323,499
                                -------  ----------         --------  ----------

Diluted:
  Income attributable to
    common stock, after
    assumed dilutions           $10,000  10,493,315  $0.00  $264,000  10,468,899  $0.03
                                =======  ==========  =====  ========  ==========  =====


     Common  stock  equivalents  not  included  in  the  calculation  of diluted
earnings  per  share  above consists of 1,163,195 warrants issued at the time of
the  Company's  reorganization.  Also  not  included  in the calculation of 2002
diluted  earnings  per  share are 108,625 warrants issued in connection with the
Company's  revolving  line  of  credit  with Gulfport Funding, which was retired
during  March  2002.  These  potential  common shares were not considered in the
calculation  due  to  their  anti-dilutive  effect during the periods presented.

8.   COMMITMENTS

     Plugging  and  Abandonment  Funds

     In  connection  with  the  acquisition of the remaining 50% interest in the
WCBB  properties, the Company assumed the obligation to contribute approximately
$18,000  per  month through March, 2004, to a plugging and abandonment trust and
the  obligation  to  plug a minimum of 20 wells per year for 20 years commencing
March  11,  1997.  Texaco  retained a security interest in production from these
properties  until  abandonment  obligations to Texaco have been fulfilled.  Once
the  plugging  and  abandonment trust is fully funded, the Company can access it
for  use in plugging and abandonment charges associated with the property. As of
March 31, 2002, the plugging and abandonment trust totaled $2,335,000, including
interest  received  during  2002  of  approximately  $8,000.

     During March 2002, Gulfport began to fulfill its yearly plugging commitment
of 20 wells at WCBB for the twelve-month period ending March 31, 2002. As of the
date  of  this  filing,  the  plugging  had  been  completed.

                                       10

                          GULFPORT ENERGY CORPORATION
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                  (Unaudited)


9.   PRIVATE  PLACEMENT  OFFERING

     In  March  2002,  the Company commenced a Private Placement Offering of $10
million  dollars  consisting of 10,000 Units.  Each Unit consists of (i) one (1)
share  of  Cumulative  Preferred Stock, Series A, of the Company (Preferred) and
(ii) a warrant to purchase up to 250 shares of common stock, par value $0.01 per
share.  Dividends accrue on the Preferred prior to the Mandatory Redemption Date
(as defined below) at the rate of 12% per annum payable quarterly in cash or, at
the  option  of  the  Company  for a period not to exceed two (2) years from the
Closing  Date, payable in whole or in part in additional shares of the Preferred
based  on  the Liquidation Preference (as defined below) of the Preferred at the
rate  of 15% per annum.  No other dividends shall be declared or shall accrue on
the  Preferred.  To  the  extent  funds  are  legally  available, the Company is
obligated  to declare and pay the dividends on the Preferred.  The Warrants have
a  term  of  ten  (10)  years  and  an  exercise price of $4.00.  The Company is
required  to redeem the Preferred on the fifth anniversary of the first issuance
and  the  Company  may at its sole option, choose to redeem the Preferred at any
time  before the expiration of the five years. Accordingly, the Preferred issued
in  connection  with  this  Offering  is  treated  as  redeemable  stock  in the
accompanying  balance  sheet.

     Two-thirds  of  the  Preferred  Stockholders can affect any Company action,
which  would  effect their preference position.  The Preferred cannot be sold or
transferred by its holders and the Company must use its best efforts to register
with  the  Securities and Exchange Commission ("SEC") the common stock issued in
connection  with  the  exercise  of  the Warrants or, if possible, piggyback the
issued  common  stock  if the Company participates in a public offering with the
SEC.

     The  Offering  was  made  available  to  stockholders and affiliates of the
Company as of December 31, 2001 who were known to be accredited investors by the
Company.  Purchasers  were  able  to  participate  up to their pro rata share of
ownership in the Company as of December 31, 2001. The Offering's initial closing
began  March  29,  2002  and  continued  until  April  15,  2002,  with  a total
subscription  of $9,289,000 or 9,288.84 units. Mike Liddell, the Company's Chief
Executive  Officer,  shall  have  until  September 30, 2002 to subscribe for his
proportionate  share  of  the  Offering.

     On  March  29,  2002,  Gulfport  Funding, LLC, participated in the Offering
through  a conversion of its $3.0 million dollar loan along with the accumulated
interest  due  from  the Company for 3,262.98 Units.  Additionally, on March 29,
2002 entities controlled by the majority shareholder initially funded a share of
the  Preferred  Offering  in  the  amount  of  $2,738,000.

10.  DIVIDENDS  ON  SERIES  A  PREFERRED  STOCK

     As  discussed  in Note 9, the Company may, at its option, accrue additional
shares  of  Preferred  for  the  payment of dividends at a rate of 15% per annum
rather  than accrue cash dividends payable at a rate of 12% per annum during the
initial  two  years following the closing date of its Offering.  The Company has
chosen  to  do  such  for  the  three-month  period ended March 31, 2002 and has
therefore  accrued  5  additional  shares payable as of that date related to the
Preferred  Stock Series A shares issued and outstanding during that time period.

11.  RECLASSIFICATIONS

     Certain  reclassifications  have been made to the 2001 financial statements
presentation  in order to conform to the 2002 financial statements presentation.

                                       11


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL POSITION AND RESULTS OF OPERATIONS
                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


     This  Form 10-Q includes "forward-looking statements" within the meaning of
Section  21E  of  the Securities Exchange Act of 1934 (the "Exchange Act").  All
statements,  other  than  statements  of historical facts, included in this Form
10-Q  that  address  activities,  events  or  developments  that Gulfport Energy
Corporation  ("Gulfport"  or  the "Company"), a Delaware corporation, expects or
anticipates  will or may occur in the future, including such things as estimated
future  net  revenues  from  oil and gas reserves and the present value thereof,
future  capital expenditures (including the amount and nature thereof), business
strategy  and  measures  to  implement  strategy,  competitive strengths, goals,
expansion and growth of the Company's business and operations, plans, references
to  future success, references to intentions as to future matters and other such
matters are  forward-looking  statements.  These statements are based on certain
assumptions  and analyses made by the Company in light of its experience and its
perception  of  historical   trends,  current  conditions  and  expected  future
developments  as  well  as  other  factors  it  believes  are appropriate in the
circumstances.  However,  whether  actual  results and developments will conform
with  the Company's expectations and predictions is subject to a number of risks
and  uncertainties;  general  economic,  market  or   business  conditions;  the
opportunities  (or  lack  thereof)  that  may be presented to and pursued by the
Company;  competitive actions by other oil and gas companies; changes in laws or
regulations;  and  other  factors,  many  of which are beyond the control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-Q  are qualified by these cautionary statements and there can be no assurance
that  the  actual  results  or  developments  anticipated by the Company will be
realized,  or even if realized, that they will have the expected consequences to
or  effects  on  the  Company  or  its  business  or  operations.

     The  following  discussion is intended to assist in an understanding of the
Company's  financial position as of March 31, 2002 and its results of operations
for  the  three-month  periods ended  March  31,  2002  and 2001.  The Financial
Statements  and Notes included in this report contain additional information and
should  be referred to in conjunction with this discussion.  It is presumed that
the  readers  have  read  or  have  access to Gulfport Energy Corporation's 2001
annual  report  on  Form  10-K.

Overview

     Gulfport  is  an independent oil and gas exploration and production company
with  properties  located  in  the  Louisiana  Gulf Coast. Gulfport has a market
enterprise  value  of  approximately  $37.0  million  dollars on May 9, 2002 and
generated  EBITDA  of $0.9 million and $1.8 million dollars for the three months
ended  March  31,  2002  and  March  31,  2001,  respectively.

     The  Company  is  currently  consulting  with  its  financial  advisors  to
determine  how to take advantage of the current markets whether through internal
value  creation  or  a  capital  markets  transaction.

     As  of  January  1,  2002,  the  Company had in excess of 28.9 MMBOE proved
reserves  with  a  present  value  (discounted  at  10%) of estimated future net
reserves  of  $130  million  dollars.

                                       12


     Gulfport  is  actively  pursuing  further  development of its properties in
order  to fully exploit its reserves. The Company has a substantial portfolio of
low  risk  developmental  projects  for  the  next  several  years providing the
opportunity  to  increase  production  and  cash  flow. Gulfport's developmental
program is designed to reach the Company's high impact, higher potential rate of
return  prospects  through  the  penetration  of  several  producing  horizons.

     Additionally,  Gulfport  owns  3-D  seismic  data,  which  along  with  the
Company's  technical  expertise,  will be used to identify exploratory prospects
and  test  undrilled  fault  blocks  in  its  existing  fields.

     The Company's operations are concentrated in two fields:  West Cote Blanche
Bay  and  the  Hackberry Fields.  In addition, during the first quarter of 2002,
the Company backed in to a working interest in the Bayou Penchant, Bayou Pigeon,
Deer  Island  and  Golden  Meadow  fields  operated  by  Castex  Energy.

West  Cote  Blanche  Bay

     Background

     West  Cote Blanche Bay ("WCBB") Field lies approximately five miles off the
coast  of  Louisiana primarily in St. Mary's Parish in a shallow bay, with water
depths  averaging eight to ten feet.  WCBB overlies one of the largest salt dome
structures  in the Gulf Coast.  There are over 100 distinct sandstone reservoirs
throughout  most  of the field and nearly 200 major and minor discrete intervals
have been tested.  Within almost 900 wellbores that have been drilled to date in
the  field,  over  4,000  potential  zones  have been penetrated.  The sands are
highly  porous  and  permeable  reservoirs  primarily with a strong water drive.

     As  of  March  31,  2002, there have been 871 wells drilled at WCBB, and of
these  38  are  currently  producing, 313 are shut-in and 5 are utilized as salt
water  disposal  wells.  The balance of the wells (or 515) have been plugged and
abandoned.

     During  April  2001,  Gulfport  finished the seven well drilling program it
commenced in January of 2001. The Company successfully drilled, completed and is
currently  producing  six  intermediate depth wells, with total depths averaging
approximately  9,000' and one shallow well, with a total depth of 2,500'.  These
wells  found  significant  oil and gas deposits in multiple targets ranging from
relatively  low  risk   proven  undeveloped   objectives  to   higher  potential
exploratory targets.  Gulfport feels that by taking most future wells to a depth
of  9,000'  there  will  be an increased chance of converting reserves currently
classified  as  possible  and  probable  to  proved.

     Gulfport  has  an  ongoing  plan  to  review  and  increase production from
existing  marginal and non-producing wells and has continued its ongoing program
to modernize and service the existing production facilities at West Cote Blanche
Bay.  During the second quarter of 2001, the Company put two new gas compressors
into full time service at the field replacing two outdated compressors.  The new
compressors  increased  efficiency and together with a new header valve Gulfport
installed  at  one of the tank batteries reduced the Company's gas usage by 50%.

     During  October  2001,  Gulfport  completed  the yearly program to meet its
plugging  liability  for  the year ended March 31, 2001.  The Company plugged 26
non-producing  wells  at  West  Cote  Blanche  Bay.

                                       13


     Activity  for  the  Quarter  Ended  March  31,  2002

     During the first quarter of 2002, Gulfport performed two re-completions and
one  workover  at  the West Cote Blanche Bay Field.  Some of this work commenced
during  the  fourth  quarter  of  2001.

     In  March  2002,  Gulfport  began  work  on  the  yearly  20  well plugging
commitment at West Cote Blanche Bay. As of the date of this filing, the plugging
had  been  completed.

     During  March  2002,  Gulfport's net current daily production in this field
averaged  1,019  barrels  of  oil  equivalent

     During April 2002, the Company commenced drilling the first well of an 8-10
well  drilling program.  The vast majority of the wells in this drilling program
have  multiple  objectives  with  some  of  the  target  reserves  classified as
relatively  low risk, proven undeveloped and other reserves classified as higher
risk,  higher  potential  and  exploratory.  Most of the subject wells are being
drilled  to  intermediate depths of around 9,000 feet and are being steered with
downhole  motors  in an attempt to encounter as many potential target formations
as  possible  at  their  maximum  structural  position  with  a single wellbore.
Gulfport  also plans to drill a horizontal well in this program that will have a
500'  lateral  in  a  relatively shallow zone of unconsolidated sand.  This well
will  use  state  of  the art drilling and completion technology and should have
significant  oil  production  and  limited  water  production.  If  this well is
successful,  the  Company  should  be  able to repeat the idea in over 100 other
locations  in  the  field.  This  drilling  program also contains one relatively
shallow  exploratory  well  that  is  being drilled close to the Company's lease
boundary  in  order  to  test  the  productive  limits  of  the  field.

Since the end of the first quarter of 2002, Gulfport has completed an additional
six  workovers,  one  re-completion  and  one  capital  maintenance  project.

Hackberry  Fields

     Background

     The  Hackberry  fields  are  located  along  the shore of Lake Calcasieu in
Cameron  Parish,  Louisiana.  The  Hackberry  Field  is  a  major salt intrusive
feature,  elliptical  in  shape with East Hackberry on the east end of the ridge
with  West Hackberry located on the western end of the ridge.  There are over 30
pay  zones in this field. The salt intrusion at East Hackberry trapped Oligocene
through  Lower  Miocene  rocks  in  a  series  of complex, steeply dipping fault
blocks.  The  Camerina sand series at East Hackberry is a prolific producer with
1-2  MMBL  per well oil potential.  West Hackberry consists of a series of fault
bounded  traps in the Oligocene-age Vincent and Keough sands associated with the
Hackberry  Salt  Ridge.

      The  East  Hackberry field was discovered in 1926 by Gulf Oil Company (now
Chevron Corporation) by a gravitational anomaly survey. The massive shallow salt
stock  presented  an easily recognizable gravity anomaly indicating a productive
field.  Initial  production began in 1927 and has continued to the present.  The
estimated  cumulative oil and condensate production through 1999 was 111 million
barrels  of  oil  with  casinghead gas production being 60 billion cubic feet of
gas.  There  have been a total of 170 wells drilled on Gulfport's portion of the
field  with  17  having  current  daily production; 3 produce intermittently; 73

                                       14

wells  are shut-in and 4 wells have been converted to salt water disposal wells.
The  remaining  73  wells  have  been  plugged  and  abandoned.

     At  West  Hackberry,  the  first discovery well was drilled in 1938 and was
developed by Superior Oil Company (now Exxon-Mobil Corporation) between 1938 and
1988.  The  estimated  cumulative oil and condensate production through 2000 was
170  million  barrels of oil with casinghead gas production of 120 billion cubic
feet  of gas.  There have been 36 wells drilled to date on Gulfport's portion of
West Hackberry and currently 3 are producing, 24 are shut-in and 1 well has been
converted to a saltwater disposal well.  The remaining 8 wells have been plugged
and  abandoned.  During  the  first  quarter  of  2001,  Gulfport unsuccessfully
sidetracked  an  existing  non-producing  well  at  West Hackberry and conducted
remedial  operations  to  increase  production.

     During  the  3rd  quarter  of 2001, Gulfport tested 22 shut-in wells on the
State Lease 50 portion of East Hackberry Field to check the viability of putting
these  wells  back  into production.  After the tests were completed the Company
elected  to reactivate seven of the 22 wells that were tested.  To put the wells
back  on  production  certain  parts  of  the  field's  infrastructure had to be
repaired  or replaced.  Gulfport repaired the main gas lift supply line in order
to  reactivate  a  satellite tank battery at State Lease 50 and made other minor
repairs  to  the  battery.  The Company also repaired and or replaced flow lines
and  gas  lift  lines  to  the  seven  wells  that  were restored to production.

     Gulfport's continued plan of development includes the testing of additional
wells that are currently inactive, mostly in the southern portion of State Lease
50,  which  will  also entail dredging.  These additional tests should allow the
Company  to  restore  more  wells  to  productive  status  in  the  near future.

     Activity  for  the  Quarter  Ended  March  31,  2002

     During  the  first  quarter  of  2002,  Gulfport worked over one salt-water
disposal  well  at  the East Hackberry Field.  The Company also commenced a four
well  plugging  program  on  the  State  Lease  50 portion of East Hackberry and
completed  the  work  in  the  second  quarter.

     Later  during  2002,  Gulfport  plans to re-complete two wells at the State
Lease  50  portion  of  the  East  Hackberry  field.

     Total  net  production per day for both Hackberry fields was 209 barrels of
oil  equivalent  for  the  three-month  period  ended  March  31,  2002.

Castex  Back-In

     Gulfport sold its interest in the Bayou Penchant, Bayou Pigeon, Deer Island
and  Golden  Meadow  fields  to Castex Energy 1996 Limited Partnership effective
April  1,  1998  subject to a 25% reversionary interest in the partnership after
Castex  had  received  100% of the initial investment.  Castex informed Gulfport
that  the investment had paid out effective September 1, 2001.  In lieu of a 25%
interest  in the partnership, Gulfport elected to take a proportionately reduced
25% working interest in the properties.  During March, 2002 the Company received
approximately  $220,000 from Castex which the Company believes consists of sales
income  for  the  period  after  payout  net of operating expenses, although the
Company  has  not  received  confirmation  of  such.  As  a  result, this amount
received has been included in the accompanying statement of income for the three
months  ended  March  31,  2002  as  "Other  Income".

                                       15

     The  following  financial table recaps the Company's operating activity for
the  three-month periods ended March 31, 2002 as compared to the same periods in
2001.

FINANCIAL  DATA  (unaudited):



                                                        Three Months Ended
                                                             March 31,
                                                        2002          2001
                                                    -----------    -----------
     Revenues
                                                              
       Gas Sales                                         61,000        134,000
       Oil and  condensates sales                     2,471,000      3,267,000
       Other income, net                                245,000        101,000
                                                    -----------    -----------
                                                      2,777,000      3,502,000
                                                    -----------    -----------

     Expenses
       Lease operating expenses                       1,255,000      1,602,000
       Production taxes                                 281,000        368,000
       General and administrative                       353,000        456,000
                                                    -----------    -----------
                                                      1,889,000      2,426,000
                                                    -----------    -----------

     EBITDA (1)                                         888,000      1,076,000

     Depreciation,  depletion
       and amortization                                 785,000        715,000
                                                    -----------    -----------

     Income before interest and taxes                   103,000        361,000
     Interest expense                                    93,000         97,000
                                                    -----------    -----------

     Income before taxes                                 10,000        264,000

     Income  tax  expense  (benefit):
       Current                                            4,000        106,000
       Deferred                                          (4,000)      (106,000)
                                                    -----------    -----------

     Net income                                          10,000        264,000
                                                    ===========    ===========

Per  share  data:
     Net income                                     $      0.00    $      0.03
                                                    ===========    ===========

     Weighted average common shares                  10,146,566     10,145,400
                                                    ===========    ===========


(1)  EBITDA  is  defined  as  earnings  before  interest,  taxes,  depreciation,
     depletion and amortization. EBITDA is an analytical measure frequently used
     by  securities  analysts and is presented to provide additional information
     about  the  Company's  ability  to  meet  its  future debt service, capital
     expenditure  and  working  capital  requirements.  EBITDA  should  not  be
     considered as a better measure of liquidity than cash flow from operations.



                                       16

                              RESULTS OF OPERATIONS


Comparison  of  the  Three  Months  Ended  March  31,  2002  and  2001

     During  the  three  months  ended  March 31, 2002, the Company reported net
income  of  $10,000,  a  decrease  from  net  income  of  $0.3  million  for the
corresponding  period  in 2001.  This decrease is primarily due to the following
factors:

     Oil  and  Gas  Revenues.  For  the  three  months ended March 31, 2002, the
Company  reported  oil  and  gas  revenues of $2.5 million, a decrease from $3.4
million for the comparable period in 2001.  This decrease was due principally to
a  29%  decrease  in oil prices from $28.85 to $20.43 for the three months ended
March  31,  2001  and 2002, respectively.  The decrease in total revenues due to
lower  product  prices was partially offset by an increase in production for the
three  months ended March 31, 2002 as compared to the same period in 2001.  This
increase  in  production  was  due  to the new oil production generated from the
Company's  drilling  program  initiated  during  the  first  quarter  of  2001.

     The  following  table  summarizes  the Company's oil and gas production and
related  pricing  for  the  three  months  ended  March  31,  2002  and  2001:



                                               Three  Months  Ended  March  31,
                                                       2002        2001
                                                       ----        ----
                                                            
      Oil  production  volumes  (Mbbls)                  121         113
      Gas  production  volumes  (Mmcf)                    19          13
      Average  oil  price  (per  Bbl)                 $20.43      $28.85
      Average  gas  price  (per  Mcf)                  $3.15      $10.51


     Operating  Expenses.  Lease  operating expenses decreased $0.3 million from
$1.6  million  for the three months ended March 31, 2001 to $1.3 million for the
comparable  period  in  2002.  This decrease was due primarily to a $.44 million
decrease in gas lift costs for the three months ended March 31, 2002 as compared
to  the  same period in 2001, which was partially offset by increases in various
other  operating  costs.  This  decrease in gas lift costs was a result of lower
prices  paid  for  gas  used  for  gas  lift during the first quarter of 2002 as
compared  to  the  same  period  in  2001.

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization increased $.07 million from $.72 million for the three months ended
March 31, 2001 to $.79 million for the comparable period in 2002.  This increase
was  attributable  primarily  to an increase in production to 124 MBOE's for the
three  months ended March 31, 2002 as compared to 115 MBOE's for the same period
in  2001.

     General  and  Administrative Expenses.  General and administrative expenses
decreased  23%  from  $.46  million for the three months ended March 31, 2001 to
$.35  million for the comparable period in 2002.  This decrease is due mainly to
a  general  and administrative expense reimbursement of $.12 million by entities
that  have  similar controlling interests as those controlling the Company. This
administrative  expense  reimbursement  began subsequent to the first quarter of
2001.  However, only $18,000 of reimbursements related to the period ended March
31,  2001  were  booked  as  a  subsequent  periods  reduction  of  general  and
administrative  expenses  in  2001.

                                       17

     Interest  Expense.  Interest  expense  decreased slightly from $.97 million
for  the  three  months  ended March 31, 2001 to $.93 million for the comparable
period  in  2002.  This  decrease  was  primarily  due  to the settlement of the
disputed amounts with Texaco in April 2001. Previously, the Company was accruing
interest  expense  related to the unsettled and disputed amounts.  This decrease
was  partially offset by an increase in average debt outstanding due to the loan
from  related  party.  See  Note  5  to  Financial  Statements.

     Income  Taxes.  As  of  December  31, 2001, the Company had a net operating
loss  carryforward  of approximately $83 million, in addition to numerous timing
differences  which  gave  rise  to  a  deferred  tax  asset of approximately $47
million,  which  was  fully  reserved  by  a  valuation  allowance at that date.
Utilization  of  net  operating  loss carryforwards and other timing differences
will be recognized as a reduction in income tax expense in the year utilized.  A
current  tax  provision  of $4,000 was provided for the three-month period ended
March  31,  2002,  which  was fully offset by an equal income tax benefit due to
operating  loss  carryforwards.

Capital  Expenditures,  Capital  Resources  and  Liquidity

      Net  cash flow provided by operating activities for the three-month period
ended  March 31, 2002 was $.66 million, as compared to net cash flow provided of
$5.8 million for the comparable period in 2001.  This decrease was primarily due
to a decrease in the Company's accounts payable as a result of the completion of
the  Company's  drilling program initiated in January 2001 offset by the gain on
the  settlement  of  amounts  previously  in  dispute  with  Texaco.

     Net  cash  used in investing activities during the three months ended March
31,  2002  was  $.80  million  as  compared to $7.5 million used during the same
period of 2001.  This decrease was a result of the Company's drilling program it
initiated  and  completed  in  2001.

      Net cash provided in financing activities for the three months ended March
31,  2002  was  $2.4 million as compared to net cash used of $.21 million during
the  same  period  of  2000.  The  increase is primarily a result of the initial
proceeds  received  as  a  result of the Private Placement Offering initiated in
March  2002.  See  Note  9  to  the  Financial  Statements.

     Capital  Expenditures.  During  the  three  months  ended  March  31, 2002,
Gulfport  invested $.73 million in oil and gas properties and other property and
equipment  as  compared to $7.4 million invested during the comparable period in
2001.  The  $.73 million the Company spent in the first three months of 2002 was
spent  on  workover  activity  on  existing  wells.

     During  the  three month period ended March 31, 2002, Gulfport financed its
capital  expenditures  payment   requirements  with   cash  flows   provided  by
operations, borrowings under the Company's credit facilities and borrowings from
a  related  third  party.

     Gulfport's  strategy is to continue to increase cash flows generated by its
properties  by  undertaking  new  drilling, workover, sidetrack and recompletion
projects  in  the  fields  to  exploit  its  extensive reserves. The Company has
upgraded  its  infrastructure  by  enhancing its existing facilities to increase
operating  efficiencies,  increase  volume  capacities and lower lease operating
expenses.  Additionally,  Gulfport completed the reprocessing of its 3-D seismic
data in its principal property, West Cote Blanche Bay. The reprocessed data will
enable  the  Company's  geophysicists  to  generate  new  prospects  and enhance
existing  prospects  in  the  intermediate  zones  in  the field thus creating a
portfolio  of  new  drilling  opportunities  in  the most prolific depths of the
field.

                                       18

     Capital  Resources.  On  July  11, 1997 Gulfport entered into a $15,000,000
credit  facility  with  ING  (U.S.) Capital Corporation ("ING"). During 1998 and
1999,  there were two amendments to the facility and the maturity date was reset
to  September  30,  2000.  On September 28, 2000, the Company repaid in full its
credit facility at ING and established a new credit facility at Bank of Oklahoma
("BOK").  Gulfport  was advanced $1.6 million on this new facility, which called
for interest payments to be made monthly in addition to twelve monthly principal
payments  of $100,000, with the remaining unpaid balance due on August 31, 2001.
On  March  22,  2001,  Gulfport  executed  a  new  note  with BOK increasing the
availability to $1,760,000, increasing the monthly payments slightly to $110,000
beginning  July 1, 2001 and extending the maturity date to October 1, 2002. This
new note replaces the original BOK note dated September 28, 2000. In April 2001,
the  Company  borrowed  the  amount  remaining  and  available on its BOK credit
facility.

     On  May  22,  2001,  the  Company  entered in to a revolving line of credit
agreement  with  Gulfport Funding, LLC, ("Gulfport Funding") which has ownership
in  common  with  the Company. Under the terms of the agreement, the Company may
borrow  up  to  $3,000,000,  with  borrowed  amounts bearing interest at Bank of
America  Prime  Rate  plus four percent. All outstanding principal amounts along
with  accrued  interest  are  due  on  February 22, 2002. At March 29, 2002, the
Company  had  borrowed  the $3,000,000 available under this line. As a result of
the Private Placement Offering initiated in March 2002, this debt along with its
accumulated  interest  was retired in exchange for shares of preferred stock and
related  detachable  warrants.

     The  Company  has  initiated  discussions  with  Bank  of  Oklahoma  and is
attempting  to  put in place a larger and longer-term revolving credit facility.
The  Company  cannot  be  sure  however  that  it  will  be  successful.

     The  Company  is  currently  consulting  with  its  financial  advisors  to
determine  how  to take advantage of the current market whether through internal
value  creation  or  a  capital  markets  transaction.

     Liquidity.  The  primary  capital  commitments faced by the Company are the
capital requirements needed to continue developing the Company's proved reserves
and  to  continue  meeting  the   required  principal  payments  on  its  Credit
Facilities.

      In  Gulfport's  January  1,  2002  reserve  report,  85% of Gulfport's net
reserves  were  categorized  as  proved  undeveloped.  The  proved  reserves  of
Gulfport  will  generally decline as reserves are depleted, except to the extent
that  Gulfport  conducts  successful  exploration  or  development activities or
acquires  properties  containing  proved  developed  reserves,  or  both.

     To  realize reserves and increase production, the Company must continue its
exploratory  drilling,  undertake  other replacement activities or utilize third
parties  to  accomplish  those activities. In the year 2002, Gulfport expects to
undertake an intermediate drilling program. It is anticipated that these reserve
development  projects  will  be  funded either through the use of cash flow from
operations  when available, funds received through its Preferred Stock Offering,
interim  bank  financing  or  related  third party financing, a long-term credit
facility or by accessing the capital markets. The cash flow generated from these
new  projects  will  be  used  to  make  the  Company's

                                       19

required  principal  payments  on  its debt with the remainder reinvested in the
field  to  complete  more  capital  projects.

COMMITMENTS

Plugging  and  Abandonment  Funds

     In  connection  with  the  acquisition of the remaining 50% interest in the
WCBB  properties, the Company assumed the obligation to contribute approximately
$18,000 per month through March 2004 to a plugging and abandonment trust and the
obligation  to plug a minimum of 20 wells per year for 20 years commencing March
11,  1997.  Texaco  retained  a  security  interest  in  production  from  these
properties  and the plugging and abandonment trust until such time the Company's
obligations  to  Texaco  have been fulfilled.  Once the plugging and abandonment
trust  is  fully  funded,  the  Company  can  access  it for use in plugging and
abandonment  charges  associated  with  the property.  As of March 31, 2002, the
plugging  and abandonment trust totaled $2,335,000.  These funds are invested in
a  U.S.  Treasury  Money  Market.

     During March 2002, Gulfport began to fulfill its yearly plugging commitment
of  20  wells  at  WCBB for the twelve-month period ending March 31, 2002. As of
the  date  of  this  filing,  the  plugging  had been completed.

     In addition, the Company has letters of credit totaling $200,000 secured by
certificates  of  deposit  being  held  for plugging costs in the East Hackberry
field.  Once  specific  wells  are  plugged  and  abandoned the $200,000 will be
returned  to  the  Company.

PART  II.

OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

      Gulfport  has been named as a defendant in various lawsuits.  The ultimate
resolution of these matters is not expected to have a material adverse effect on
the  Company's  financial  condition  or  results  of operations for the periods
presented  in  the  financial  statements.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

        Not  applicable

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITES

        Not  applicable

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

       On  March 5, 2002, the holders of a majority of the outstanding shares of
the  Company's  common  stock executed a written consent electing five directors
for  the  next  year.

ITEM  5.  OTHER  INFORMATION

        None

                                       20


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

   2.1    Form  8-K  filed  on  March 8, 2002  between  registrant and  Gulfport
          Funding, LLC.
  10.1    Credit Agreement dated June 28, 2000  between  Registrant  and Bank of
          Oklahoma filed March 31, 2001 (1)
  10.2    Stock Option Plan filed March 30, 2001 (1)
  10.3    Credit Agreement dated February 1, 2001 between Registrant and Bank of
          Oklahoma (1)
  10.4    Credit Agreement  dated May 22, 2001  between  Registrant and Gulfport
          Funding, LLC (1)
  10.5    Warrant Agreement dated May 22, 2001 between  Registrant  and Gulfport
          Funding, LLC (1)
  10.6    Promissory Note  dated  May 22, 2001  between  Registrant and Gulfport
          Funding, LLC (1)
  10.7    Confidential Disclosure Statement  Relating to Offer and Sale of Up to
          10,000 Units dated March 29, 2002
--------------------------------------------------------------------------------
  (1)     Previously filed as an  exhibit  to  Form  10-K  for  the  year  ended
          December 31, 2001, and incorporated herein by reference.














                                       21


                                   SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                       GULFPORT  ENERGY  CORPORATION

Date:  May  14,  2002


                                       /s/Mike  Liddell
                                       -----------------------------------------
                                       Mike  Liddell
                                       Chief  Executive  Officer


                                       /s/Mike  Moore
                                       -----------------------------------------
                                       Mike  Moore
                                       Chief  Financial  Officer


































                                       22


                          Gulfport Energy Corporation

                        CONFIDENTIAL DISCLOSURE STATEMENT
                        Relating to its Offer and Sale of

                               Up to 10,000 Units

                            Each Unit Consisting of
  One Share of Cumulative Preferred Stock, Series A, par value $0.01 per share,
                                      And
 One Warrant to Purchase 250 Shares of Common Stock, par value $0.01 per share.

                       Purchase Price: $1,000.00 per Unit

                        Estimated Proceeds of $10,000,000

     PROSPECTIVE  INVESTORS  SHOULD REVIEW AND CONSIDER CAREFULLY THE DISCUSSION
UNDER  "SPECIAL CONSIDERATIONS AND RISK FACTORS" IN THIS CONFIDENTIAL DISCLOSURE
STATEMENT  OF  GULFPORT  ENERGY  CORPORATION  (THE  "COMPANY") TOGETHER WITH THE
INFORMATION  SET FORTH IN THE PUBLICLY AVAILABLE DOCUMENTS REGARDING THE COMPANY
LISTED  IN  THIS  CONFIDENTIAL   DISCLOSURE  STATEMENT,   WHICH  INFORMATION  IS
INCORPORATED  HEREIN  BY  REFERENCE.

     THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES  AND  EXCHANGE  COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES
COMMISSION.  NEITHER  THE  COMMISSION  NOR  ANY  STATE SECURITIES COMMISSION HAS
PASSED  UPON THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL DISCLOSURE STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  ANY BENEFITS NORMALLY
ACCRUING  TO  INVESTORS  BY  REVIEW OF AN OFFERING BY THE COMMISSION WILL NOT BE
AVAILABLE.  THE  SECURITIES  OFFERED  HEREBY  ARE  "RESTRICTED" SECURITIES UNDER
FEDERAL  AND STATE SECURITIES LAWS AND CANNOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT of 1933, as amended, AND THE APPLICABLE STATE
SECURITIES  LAWS,  PURSUANT  TO  REGISTRATION  OR  EXEMPTION  THEREFROM.

     THIS CONFIDENTIAL DISCLOSURE STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY TO ANYONE OTHER THAN THE PROSPECTIVE INVESTOR
NAMED  BELOW,  OR  TO  ANYONE  IN  ANY  JURISDICTION  IN  WHICH SUCH AN OFFER OR
SOLICITATION  IS  NOT  AUTHO-RIZED.  ANY  REPRODUCTION  OR  DISTRIBUTION OF THIS
CONFIDENTIAL DISCLOSURE STATEMENT, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY
OF  ITS  CONTENTS  WITH-OUT  THE  PRIOR  WRITTEN  CONSENT  OF  THE  COMPANY,  IS
PROHIB-ITED.  BY  ACCEPTING  DELIVERY OF THIS CONFIDENTIAL DISCLOSURE STATEMENT,
THE  OFFEREE  AGREES  NOT  TO  TRANSFER  IT  AND  TO  RETURN  IT AND ALL RELATED
DOCU-MENTS  TO  THE COMPANY IF THE OFFEREE DOES NOT UNDERTAKE TO PURCHASE ANY OF
THE  SECURITIES  OFFERED HEREBY.  EACH PROSPECTIVE INVESTOR REMAINS BOUND BY THE
TERMS  AND  CONDITIONS  OF  THE  NON-DISCLOSURE AND RESTRICTED TRADING AGREEMENT
BETWEEN THE COMPANY AND SUCH PROSPECTIVE INVESTOR, THE FORM OF WHICH IS ATTACHED
HERETO  AS  EXHIBIT  B.
                                   MARCH 2002
                                               Prospective Investor:____________
                                                                   No.:_________



     THIS OFFERING IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND THE
REGULATIONS THEREUNDER FOR AN OFFER AND SALE OF SECURITIES THAT DOES NOT INVOLVE
A  PUBLIC  OFFERING.  THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED, SOLD
OR  OTHERWISE  DISPOSED  OF,  EXCEPT  AS  PERMITTED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM
AND  EXCEPT AS PERMITTED UNDER THE TRANSACTION DOCUMENTS (AS DEFINED ON PAGE 3).
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT SUCH PROSPECTIVE
INVESTOR  MAY  BE  REQUIRED  TO  BEAR  THE ECONOMIC RISK OF AN INVESTMENT IN THE
SECURITIES  OFFERED  HEREBY  FOR  AN  INDEFINITE  PERIOD  OF TIME.  SEE "SPECIAL
CONSIDERATIONS  AND  RISK  FACTORS"  AND  "INVESTOR  SUITABILITY  REQUIREMENTS."

     IN  MAKING  AN  INVESTMENT  DECISION,  INVESTORS  MUST  RELY  ON  THEIR OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS
AND  RISKS  INVOLVED.  PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF
THIS  CONFIDENTIAL DISCLOSURE STATEMENT, THE OTHER DOCUMENTS DELIVERED HEREWITH,
OR  ANY  OTHER  COMMUNICATION  FROM THE COMPANY OR ANY REPRESENTATIVE THEREOF AS
INVESTMENT  OR  LEGAL  ADVICE.  THIS  CONFIDENTIAL  DISCLOSURE STATEMENT AND THE
OTHER  DOCUMENTS  DELIVERED  HEREWITH, AS WELL AS THE NATURE OF AN INVESTMENT IN
THE  SECURITIES  OFFERED HEREBY, SHOULD BE REVIEWED BY EACH PROSPECTIVE INVESTOR
AND  SUCH  INVESTOR'S  INVESTMENT,  TAX,  LEGAL,  ACCOUNTING AND OTHER ADVISORS.

THIS  INVESTMENT IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL MEANS WHO HAVE NO
NEED  OF LIQUIDITY IN THEIR INVESTMENT. SEE "INVESTOR SUITABILITY REQUIREMENTS."
THE  SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. IN ADDITION, THERE
IS  NO PUBLIC OR OTHER MARKET FOR THE SECURITIES OFFERED HEREBY NOR IS THERE ANY
ASSURANCE  THAT  A  MARKET  WILL DEVELOP.   SEE "SPECIAL CONSIDERATIONS AND RISK
FACTORS."
--------------------------------------------------------------------------------












                                        2

In  this  Confidential Disclosure Statement, any references to "Company",  "we",
"our", and "us" refer to Gulfport Energy Corporation, a Delaware corporation and
its  predecessor.

                              AVAILABLE INFORMATION

     The  Company is subject to the informational requirements of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"), and the rules and
regulations  promulgated  thereunder  and, in accordance therewith, files annual
and  quarterly  reports, proxy/information statements and other information with
the  Securities  and  Exchange  Commission  (the  "Commission").  Such  reports,
proxy/information statements and other information filed with the Commission may
be  inspected  and  copied  at the public reference facilities maintained by the
Commission, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549,  and  at  the  offices  of the Commission's New York Regional Office, 233
Broadway,  New  York,  New York 10279, and the Chicago Regional Office, Citicorp
Center,  500  West  Madison  Street,  Suite  1400, Chicago, Illinois 60661-2511.
Copies  of theses materials may be obtained from the Public Reference Section of
the  Commission,  Room  1024,  450  Fifth Street N.W., Washington, D.C. 20549 at
prescribed  rates.  In  addition,  the  Commission  maintains  a Web site on the
Internet  that  contains  reports,  proxy  and  information statements and other
information  regarding registrants, such as the Company, that file such reports,
statements and information electronically with the Commission.  The Commission's
Web  site  address  is http://www.sec.gov.  The Company's Common Stock is listed
for  quotation  on  the  NASD's Over-the-Counter Bulletin Board under the symbol
"GPOR".

          The  following  publicly-available documents regarding the Company are
incorporated  by  reference  and  made  a  part of this Confidential Information
Statement,  and  shall  be  deemed  to  be delivered to the prospective investor
listed on the first page of this Confidential Disclosure Statement in connection
with  the  delivery of this Confidential Disclosure Statement (collectively, the
"SEC  Documents").

          1. Form  10-K  Annual  Report  for  the year ended December 31, 2000.
          2. Form  10-K  Annual  Report  for  the year ended December 31, 1999.
          3. Form  10-K  Annual  Report  for  the year ended December 31, 1998.
          4. Form  8-K dated March 12, 2002 relating to the Company's agreement
             with Gulfport  Funding  LLC.
          5. Form 10-Q Quarterly Report for the quarterly period ended September
             30, 2001.
          6. DEF 14C - Information Statement on Schedule 14C dated  December 16,
             2001,  in connection  with  the  election  of  directors.
          7. Form  10-Q Quarterly Report for the quarterly period ended June 30,
             2001.
          8. Form 10-Q Quarterly Report for the quarterly period ended March 31,
             2001.


     The  Company  expects to file its 10-K for the year ended December 31, 2001
on  Monday  April  1, 2002 (the "2001 10-K").  Copies of the 2001 10-K should be
available either on the Commission's Web site set forth above or, alternatively,
at  http://www.freeedgar.com  beginning  on  April 1, 2001.  If you would like a
copy  of  the  2001  10-K sent to you, please contact Lisa Holbrook, Esq. at the
Company  at  (405) 848-8807 ext. 104. Upon filing, the 2001 10-K shall be deemed
to  be  delivered  to  the prospective investor listed on the first page of this
Confidential  Disclosure  Statement  and,  thereafter,  shall be included in the
defined  term  "SEC  Documents".

This Confidential Information Statement contains summaries of certain provisions
of  the  documents  that  will  govern  the  purchase and sale of the Units (the
"Transaction  Documents"),  forms  of  which are attached hereto as Exhibits C-F
(see  below).

The  summaries do not purport to be complete and are qualified in their entirety
by reference to the texts of the Transaction Documents.  Copies of the documents
that have been referred to in this Confidential Disclosure Statement (including,
without limitation, the SEC Documents and the Transaction Documents) have either
been  provided  to prospective investors as part of this Confidential Disclosure

                                        3

Statement  or  are available from us upon request.  Investors must not rely upon
any representations or information other than as set forth in the SEC Documents,
the  Transaction  Documents,  this Confidential Information Statement and in any
documents  referred  to  herein  available  from  us  upon  request.

     Attached  hereto  as  exhibits,  are  the  following  documents:

     Exhibit  A     Unaudited  Balance  Sheet, Income Statement and Statement of
                    Cash Flow for the Company  for  the  year ended December 31,
                    2001 (the "2001 Unaudited  Financials").
     Exhibit  B     Form of Non-Disclosure  and  Restricted  Trading  Agreement.
     Exhibit  C     Form  of  Securities  Purchase  Agreement.
     Exhibit  D     Form  of  Registration  Rights  Agreement.
     Exhibit  E     Form  of  Warrant.
     Exhibit  F     Certificate  of  Designations,  Preferences  and  Relative,
                    Participating,  Optional  and  Other  Special Rights of the
                    Company's Cumulative Preferred Stock, Series A,  par  value
                    $0.01  per  share,   and  Qualifications   Limitations  and
                    Restrictions  thereof.
     Exhibit  G     Investor  Qualifications

     The  2001  Unaudited  Financials  are  incorporated by reference herein and
deemed  to  form  a  part  of  this  Confidential  Disclosure  Statement.

     Each prospective investor will be given an opportunity to ask questions of,
and receive answers from, us and our officers and directors concerning the terms
and conditions of this offering and to obtain any additional information, to the
extent  that  we possess such information or can acquire it without unreasonable
effort  or  expense,  as  necessary  to  verify  the accuracy of the information
contained  in  this  Confidential Disclosure Statement. Questions regarding this
Confidential Disclosure Statement or written requests for additional information
should  be  directed  to:

          GULPORT  ENERGY  CORPORATION
          6307  WATERFORD  BLVD.,  SUITE  100
          OKLAHOMA  CITY,  OKLAHOMA  73118
          ATTENTION:  LISA  HOLBROOK,   GENERAL  COUNSEL,   VICE  PRESIDENT  AND
          SECRETARY
          TELEPHONE:  (405)  848-8807  ext.  104

THE  RECIPIENT, BY ACCEPTING DELIVERY OF THIS CONFIDENTIAL DISCLOSURE STATEMENT,
AGREES  TO  OBSERVE  THE  CONFIDENTIAL  NATURE  OF  THIS CONFIDENTIAL DISCLOSURE
STATEMENT,  AND   AGREES  NOT  TO   DUPLICATE,  REPRODUCE   OR  DISTRIBUTE  THIS
CONFIDENTIAL  DISCLOSURE  STATEMENT,  EXCEPT  TO  HIS, HER OR ITS LEGAL COUNSEL,
OTHER ADVISORS, OR DULY APPOINTED PURCHASER REPRESENTATIVE, IN EACH CASE ONLY TO
THE  EXTENT  THAT  SUCH  THIRD  PARTY  AGREES  TO  BE  BOUND BY THE TERMS OF THE
NON-DISCLOSURE  AND  RESTRICTED TRADE AGREEMENT TO WHICH THE RECIPIENT IS BOUND.
THE  RECIPIENT  WILL NOT USE OR DISCLOSE ANY OF THE INFORMATION CONTAINED HEREIN
IN  ANY FASHION OR MANNER DETRIMENTAL TO US.  THE RECIPIENT AGREES TO RETURN THE
CONFIDENTIAL  DISCLOSURE  STATEMENT  AND  ALL  OTHER  RELATED  DOCUMENTS  TO  US
IMMEDIATELY  IF  THE  RECIPIENT  DECIDES NOT TO INVEST IN THE SECURITIES OFFERED
HEREBY.





                                        4

                DISCLOSURE regarding FORWARD-LOOKING STATEMENTS

     This  Confidential  Disclosure  Statement  contains,  and  incorporates  by
reference, forward-looking statements and information relating to us, as well as
our business and operations. We intend to identify forward-looking statements in
this  Confidential  Disclosure  Statement  by  using  words  such as "believes,"
"intends,"   "expects,"   "may,"   "will,"   "should,"   "plan,"    "projected,"
"contemplates," "anticipates," or similar statements. These statements are based
on  our  beliefs  as  well  as  assumptions  we made using information currently
available  to  us. Because these statements reflect our current views concerning
future  events,  these statements involve risks, uncertainties, and assumptions.
Our actual future results may differ significantly from the results discussed in
the  forward-looking statements in this Confidential Disclosure Statement. Some,
but not all, of the factors that may cause this kind of difference include those
which we discuss in the special considerations and risk factors included herein.

                                  The Offering

     The  Company  is  hereby offering (the "Offering") for sale 10,000 Units (a
"Unit"),  each  Unit  consisting  of  (i)  one (1) share of Cumulative Preferred
Stock,  Series A, par value $0.01 per share ("Series A Preferred Stock"), of the
Company  and (ii) a warrant (a "Warrant", together will all warrants sold in the
Offering,  the  "Warrants")  to purchase up to 250 shares (subject to adjustment
upon  certain  events)  of  common  stock,  par  value  $0.01 per share ("Common
Stock"),  of  the  Company,  each  as described in more detail in the summary of
principal terms included in this Confidential Disclosure Statement in Schedule I
hereto (the "Summary of Principal Terms"). NOTE - The Summary of Principal Terms
is  qualified  in  its  entirely by reference to the Transaction Documents.  The
purchase  price  is  $1,000  per  Unit.

     The  Units  are  being offered to certain stockholders of the Company which
are  "accredited investors" as that term is defined in Rule 501(a) of Regulation
D  promulgated  by  the  Commission.  Each offeree of Units shall be entitled to
purchase  up to a percentage of the Units offered hereby equal to such offeree's
beneficial ownership percentage of the Company's Common Stock as of December 31,
2001,  subject  to possible increase at the Company's sole discretion.  Attached
hereto  as  Exhibit G are the Investor Qualifications to be met by each investor
who  purchases  Units.

     Investors who purchase Units must execute and deliver a Securities Purchase
Agreement and Registration Rights Agreement, substantially in the forms attached
hereto  as  Exhibit  C  and  Exhibit  D,  respectively.  The Securities Purchase
Agreement  sets  forth,   among  other  matters,   certain  representations  and
warranties  which  will  be  made  by  us  and the investors who purchase Units.

     EACH  OFFEREE SHOULD READ AND EVALUATE THE TRANSACTION DOCUMENTS (INCLUDING
WITHOUT LIMITATION THE SECURITIES PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT)  CAREFULLY  WHEN  DETERMINING  WHETHER TO INVEST IN THE UNITS OFFERED
HEREBY.

     The  Offering  will  terminate  on  April  15, 2002 (the "Offer Termination
Date");  provided, however, that Mike Liddell, our Chief Executive Officer shall
have the right to purchase up to 746.208 Units (the "Liddell Units") on or prior
to  September  30,  2002.  There  will  be an initial closing of the Offering on
March 29, 2002.  Any Units offered by the Company (other than the Liddell Units)
but  not  sold  on or prior to the Offer Termination Date, shall be purchased by
Gulfport  Funding LLC, a Delaware limited liability company ("Gulfport Funding")
on  the  Offer  Termination  Date.  Gulfport  Funding  is  affiliated with Chuck
Davidson  and Wexford Capital, LLC, each of which is in turn affiliated with the
Company.

     The  Units  are being offered and sold to investors by the Company directly
and  not  through  a  placement  agent.

THIS  CONFIDENTIAL  DISCLOSURE  STATEMENT  IS  THE  EXCLUSIVE  OFFERING DOCUMENT
RELATING  TO  THE  OFFERING.  PROSPECTIVE  INVESTORS  SHOULD  NOT  RELY  ON  ANY
INFORMATION   NOT  CONTAINED  IN   THIS  CONFIDENTIAL  DISCLOSURE  STATEMENT  OR
INCORPORATED  HEREIN  BY  REFERENCE.


                                        5

                                USE OF PROCEEDS

     The  cash  proceeds  to  us  from  the  sale of the Units offered hereby is
expected  to  be  approximately  $6.75  million  (including  sale of the Liddell
Units).  The  Company  has  agreed  to  sell approximately 3,252 of the Units to
Gulfport  Funding,  in  consideration  of the surrender by Gulfport Funding of a
promissory  note dated May 22, 2001 in the principal amount of $3.0 million (the
"Gulfport Funding Note") and cancellation of accrued and unpaid interest thereon
of  approximately $252,000.  We intend to use the cash proceeds of this Offering
of  approximately  $6.75  million   to  finance  our  drilling  and  exploration
operations  in  West  Cote  Blanche  Bay,  Louisiana  through  the  drilling  of
approximately  10  additional  wells  on  the property and for general corporate
purposes.

                                  THE COMPANY

     Prospective  investors  are  directed  to the Company's SEC Documents for a
description  of  the  Company's properties (including West Cote Blanche Bay) and
operations.  Set  forth below is certain supplemental information concerning the
Company,  its  current  and contemplated operations and certain financing plans,
for  consideration by a prospective investor in determining whether to invest in
the  Units.

     Agreement  with  Gulfport  Funding.   On  May 22, 2001, the Company entered
into  a  revolving  line  of  credit  agreement  with Gulfport Funding, which is
wholly-owned  by  one  of  the  Company's  stockholders.  Under the terms of the
agreement, the Company has borrowed $3 million with interest accruing thereon at
Bank of America Prime Rate plus 4%, evidenced by the Gulfport Funding Note.  All
outstanding  principal amounts together with accrued interest thereon became due
on  February  22,  2002.  On  March  8,  2001, the Company entered into a letter
agreement  (the  "Gulfport Funding Agreement") with Gulfport Funding pursuant to
which,  among  other  things,  the  Company  agreed  to offer and sell the Units
offered  hereby  to  certain  of its stockholders and Gulfport Funding agreed to
purchase  such  of  the  Units offered by the Company not otherwise sold to such
offerees  on  the  terms  set  forth  in the Summary of Principal Terms attached
hereto  as  Schedule  I.  In  connection therewith, the Company agreed to accept
surrender  of  the  Gulfport  Funding  Note  to the Company for cancellation and
cancellation  of the accrued and unpaid interest thereon, in partial payment for
the  Units  to  be  purchased  by  Gulfport  Funding.  A summary of the Gulfport
Funding Agreement is provided in the Company's report on Form 8-K filed with the
Commission on March 12, 2002, a copy of which is available from the Company upon
request.

     Contemplated Debt Offering.  The Company has retained Jefferries & Company,
Inc.  to conduct a senior secured notes offering in an amount currently expected
to be $25 million.  If the note offering is completed the Company's debt will be
increased  to  approximately  $26 million.  While no assurances can be made that
the  note  offering will be completed, we currently anticipate completion of the
offering  in  the second quarter of 2002.  We currently contemplate that the net
proceeds  from  the  note offering would be used primarily to finance additional
exploration and development operations in West Cote Blanche Bay and to shoot 3-D
seismic  at  East  Hackberry.

     Current Exploration and Exploitation Plans.  The Company has identified 170
developmental  wells  and 36 workovers to be completed at West Cote Blanche Bay.
The  Company  currently  has  plans  to  drill  eight  developmental  wells, one
horizontal  well  and  one  shallow exploratory well. The Company hopes that the
cash  flow  generated  from  this  drilling  program  will  allow the Company to
contract  a  drilling  rig  continuously  for  one  year.







                                        6

                    SPECIAL CONSIDERATIONS AND RISK FACTORS

     You  should  carefully consider the following matters, as well as the other
information  contained  in this Confidential Disclosure Statement, before making
an  investment  decision.  Information contained in this Confidential Disclosure
Statement  contains  "forward-looking  statements,"  which  are qualified by the
information  contained  in the section of this Confidential Disclosure Statement
entitled "Disclosure Regarding Forward-Looking Statements."  If any of the risks
described  below  materialize,  our  ability  to  satisfy our obligations to the
holders  of  the  Series  A  Preferred Stock and the trading price of our Common
Stock  could  be  adversely  affected.

        Considerations and Risks Relating to Our Business and the Company

Oil  and  natural  gas  prices  are  volatile.

     Fluctuations  in the prices of oil and natural gas will affect many aspects
     of  our  business,  including:

     -     our  revenues,  cash  flows  and  earnings;
     -     our  ability  to  attract  capital  to  finance  our  operations;
     -     our  cost  of  capital;
     -     the  amount  we  are  allowed  to  borrow  under  our  senior  credit
           facilities; and
     -     the  value  of  our  oil  and  natural  gas  properties.

     Both  oil  and  natural  gas prices are extremely volatile.  Oil prices are
determined  by  international  supply   and  demand.    Political  developments,
compliance  or  non-compliance  with  self-imposed quotas, or agreements between
members  of  the  Organization of Petroleum Exporting Countries can affect world
oil  supply  and  prices.  Any  material  decline  in  prices  could result in a
reduction  of  our  net  production revenue and overall value.  The economics of
producing  from  some  wells  could  change  as  a result of lower prices.  As a
result,  we could elect not to produce from certain wells.  Any material decline
in  prices  could  also  result  in  a  reduction  in  our  oil  and natural gas
acquisition  and  development  activities.

We  are  in  technical  breach of our obligations to Texaco as a result of which
Texaco  has  the right to take control of our revenue from the West Cote Blanche
Bay

     In  connection  with  the Company's acquisition from Texaco Exploration and
Production,  Inc.  ("Texaco")  of  its  West  Cote  Blanche  Bay properties, the
Company,  among  other things, agreed to plug a minimum of 20 wells per year for
20  years  to  be  completed by March 17 of each year. The Company has engaged a
local  contractor  to plug the twenty wells for the 2001 commitment that was due
by  March  17,  2002.  However,  due  to  equipment  and crew unavailability the
contractor  has  not completed the plugging of the wells. It is anticipated that
the  plugging  program  due  to  have  been  completed by March 17, 2002 will be
completed by mid-April 2002.  Texaco has not declared the Company in default for
not  meeting  the  March 17, 2002 deadline. The Company does not anticipate that
the  tardiness in fulfilling this commitment will have a material adverse effect
on  the  Company.

You  should  not  unduly rely on reserve information because reserve information
represents  estimates.

     Estimates  of  oil  and  natural  gas  reserves  involve  a  great  deal of
uncertainty, because they depend in large part upon the reliability of available
geologic  and  engineering  data,  which  is inherently imprecise.  Geologic and
engineering  data  are used to determine the probability that a reservoir of oil
and natural gas exists at a particular location, and whether oil and natural gas
are  recoverable  from a reservoir.  Recoverability is ultimately subject to the
accuracy  of  data  regarding,  among  other  factors:

     -     geological  characteristics  of  the  reservoir  structure;
     -     reservoir  fluid  properties;
     -     the  size  and  boundaries  of  the  drainage  area;  and
     -     reservoir  pressure and  the anticipated  rate of pressure depletion.

                                        7

     The  evaluation  of these and other factors is based upon available seismic
data,  computer modeling, well tests and information obtained from production of
oil  and natural gas from adjacent or similar properties, but the probability of
the  existence  and  recoverability  of  reserves  is  less than 100% and actual
recoveries  of  proved reserves usually differ from estimates, in some instances
significantly.

     Estimates of oil and natural gas reserves also require numerous assumptions
relating  to operating conditions and economic factors, including, among others:

     -  the  price  at  which  recovered  oil  and  natural  gas  can  be  sold;
     -  the  costs  associated  with  recovering  oil  and  natural  gas;
     -  the  prevailing  environmental  conditions  associated with drilling and
        production  sites;
     -  the  availability  of  enhanced  recovery  techniques;
     -  the  ability  to  transport  oil  and   natural  gas  to   markets;  and
     -  governmental  and   other   regulatory  factors,   such   as  taxes  and
        environmental laws.

     A  change  in  any  one  or  more  of  these  factors could result in known
quantities  of  oil  and  natural  gas  previously  estimated as proved reserves
becoming  unrecoverable.  For  example,  a decline in the market price of oil or
natural  gas to an amount that is less than the cost of recovery of such oil and
natural  gas in a particular location could make production thereof commercially
impracticable.  Each  of  these  factors,  by  having  an  impact on the cost of
recovery  and  the  rate  of  production,  will also affect the present value of
future  net  cash  flows  from  estimated  reserves.

     In  addition, estimates of reserves and future net cash flows expected from
them  prepared  by  different  independent engineers or by the same engineers at
different  times  may  vary  substantially.

     In  addition,  in  accordance with GAAP, we could be required to write down
the  carrying value of our oil and natural gas properties if oil and natural gas
prices  become  depressed  for  even  a  short  period  of time, or if there are
substantial  downward  revisions  to  our quantities of proved reserves. A write
down  would  result  in  a  charge  to earnings and a reduction of stockholders'
equity.

We  might  be  unable  to  replace  reserves  that  we  have  produced.

     Our  future  success  depends upon our ability to find, develop and acquire
additional  oil  and  gas  reserves  that are economically recoverable.  Without
successful  exploration,  exploitation  or acquisition activities, our reserves,
revenues  and  cash flow may decline.  We cannot assure you that we will be able
to  find  and  develop  or  acquire  additional  reserves at an acceptable cost.

We  might  not  be  able  to develop our reserves or make acquisitions if we are
unable  to  generate  sufficient  cash  flow  or  raise  capital.

     We will be required to make substantial capital expenditures to develop our
existing  reserves  and  to discover new oil and gas reserves.  Historically, we
have  financed  these expenditures primarily with cash from operations, proceeds
from  bank  borrowings and proceeds from the sale of debt and equity securities.
We  cannot  assure  you that we will be able to generate sufficient cash flow or
raise  capital  in  the  future.  We  also  make  offers  to acquire oil and gas
properties  in  the  ordinary  course  of  our  business.  If  these  offers are
accepted,  our  capital  needs  may  increase  substantially.

Information  in  this  Confidential  Disclosure  Statement  regarding our future
exploitation and exploration projects reflects our current intent and is subject
to  change.

     We  describe  our  current  exploitation  and  exploration  plans  in  this
Confidential  Disclosure  Statement.  Whether  we  ultimately  undertake  an
exploitation  or  exploration  project  will  depend  on  the following factors:

     -  availability  and  cost  of  capital;

                                        8


     -  current  and  projected  oil  or  gas  prices;
     -  the costs and availability of drilling rigs and other equipment supplies
        and  personnel  necessary  to  conduct  these  operations;
     -  success  or  failure  of  activities  in  similar  areas;
     -  changes  in  the  estimates  of  the  costs  to  complete  the  project.

     We  will continue to gather data about our projects and it is possible that
additional  information  will cause us to alter our schedule or determine that a
project  should  not  be  pursued  at all.  You should understand that our plans
regarding  our  projects  might  change.

Drilling  activities  are  subject  to  many  risks.

     Drilling  activities  are subject to many risks, including the risk that no
commercially  productive  reservoirs  will be encountered.  We cannot assure you
that  new  wells  we drill will be productive or that we will recover all or any
portion  of  our  investment.  Drilling  for  oil  and natural gas could involve
unprofitable  efforts,  not  only  from  dry  wells,  but  from  wells  that are
productive  but  do  not  produce  enough  net  revenue to return a profit after
drilling,  operating  and  other  costs.  The  cost  of drilling, completing and
operating  wells is often uncertain.  Our drilling operations cold be curtailed,
delayed  or  canceled  as a result of numerous factors, many of which are beyond
our  control,  including:

     -  adverse  weather  conditions;
     -  compliance  with  governmental  requirements;  and
     -  shortages  or  delays  in  the  delivery  of  equipment  and  services.

Our  operations  are  affected  by  operating  hazards  and  uninsured  risks.

     There  are  many  operating  hazards in exploring for and producing oil and
     natural  gas,  including:

     -  our  drilling  operations  could   encounter  unexpected  formations  or
        pressures that could cause  damage  to  equipment  or  personal  injury;
     -  we  could  experience  blowouts,  accidents,  oil spills, fires or other
        damage  to  a  well  that could  require us  to redrill it or take other
        corrective action;
     -  we could experience equipment failure that curtails or stops production;
     -  our  drilling  and  production  operations, such as trucking of oil, are
        often interrupted  by  bad  weather;  and
     -  we could  be  unable to access our  properties or conduct our operations
        due to  surface  conditions.

     Any  of  these  events  could result in damage to or destruction of oil and
natural  gas  wells,  production  facilities  or  other  property,  or injury to
persons.  In  addition,  any  of  the above events could result in environmental
damage  or  personal  injury  for  which  we  will  be  liable.

     We cannot assure you that we will be able to maintain adequate insurance at
rates  we  consider  reasonable  to  cover  our  possible  losses from operating
hazards.  The occurrence of a significant event not fully insured or indemnified
against  could  seriously  harm  our  financial condition and operating results.
Furthermore,  we cannot assure you of the continued availability of insurance or
its  availability  at  commercially  acceptable  prices.

Complying  with  environmental  and other government regulations could be costly
and  could  negatively  impact  our  production.

     Our  operations  are governed by numerous laws and regulations at the state
and  federal  level.  These  laws  and  regulations  govern  the  operation  and
maintenance  of  our facilities, the discharge of materials into the environment
and  other environmental protection issues.  The laws and regulations may, among
other  potential  consequences:

                                        9

     -  require  that  we  acquire  permits  before  commencing  drilling;
     -  restrict  the  substances  that  can be released into the environment in
        connection  with  drilling  and  production  activities;
     -  limit  or  prohibit  drilling  activities  on  protected  areas  such as
        wetlands or  wilderness  areas;
     -  require  the  reclamation  measures  to  mitigate  pollution from former
        operations,  such   as   plugging   abandoned  wells   and   remediating
        contaminated soil and  groundwater;  and
     -  require remedial  measures be taken  with respect to property designated
        as a  contaminated  site,  for  which  we  are  a  responsible  person.

     Under  these  laws and regulations, we could be liable for personal injury,
clean-up  costs  and  other  environmental  and  property  damages,  as  well as
administrative,  civil  and  criminal  penalties.  We maintain limited insurance
coverage  for   sudden  and   accidental  environmental   damages  as   well  as
environmental  damage  that  occurs  over time.  However, we do not believe that
insurance  coverage for the full potential liability of environmental damages is
available  at  a  reasonable cost.  Accordingly, we could be liable, or could be
required  to  cease  production  on  properties, if environmental damage occurs.

     Although  we   currently   believe   that  the   costs  of  complying  with
environmental  laws  and  regulations will not have a material adverse effect on
our  financial condition or results of operations, we cannot assure you that the
costs  of  complying  with environmental laws and regulations in the future will
not  have that kind of effect. Furthermore, future changes in environmental laws
and  regulations  could result in materially increased costs for us, and changes
could  occur that result in stricter standards and enforcement, larger fines and
liability,  and increased capital expenditures and operating costs, any of which
could  have  a  material adverse effect on our financial condition or results of
operations.

Factors  beyond  our  control  affect  our  ability  to  market  production.

     Our  ability  to  market  oil  and gas from our wells depends upon numerous
factors  beyond  our  control.  These  factors  include:

     -  the  availability  of  capacity  to  refine  oil;
     -  the  availability  of  natural  gas  processing  capacity;
     -  the  availability  of  pipeline  capacity;
     -  the  supply  of  and  demand  for  oil  and  natural  gas;
     -  the  availability  of  alternative  fuel  sources;
     -  the  effects  of  inclement  weather;
     -  federal  and  state  regulation  of  oil  and  natural  gas  marketing.

     Because  of  these  factors, we could be unable to market all of the oil or
gas  we produce.  In addition, we could be unable to obtain favorable prices for
the  oil  and  gas  we  produce.

Essential  equipment  might  not  be  available.

     Oil  and natural gas exploration and development activities depend upon the
availability  of  drilling  and  related equipment in the particular areas where
those  activities  will  be  conducted.  Demand  for  that  equipment  or access
restrictions  may  affect the availability of that equipment to us and delay our
exploration  and  development activities.  Our breach of plugging obligations to
Texaco  is  attributable,  in  part,  to  the  lack of availability of essential
equipment  to  perform  such  operations  on  a  timely  basis.

We  operate  in  a  highly  competitive  industry.

     The  oil  and  natural gas industry is highly competitive.  Our competitors
include  companies  that  have  significantly  greater  financial  and personnel
resources  than  we  do.  Our  ability  to  acquire additional properties and to
discover  reserves in the future depends upon our ability to evaluate and select
suitable  properties  and  to  complete  transactions  in  a  highly competitive
environment.

                                       10

We  depend  upon  key  personnel.

     We  rely upon key employees and their expertise.  If we lose any of our key
technical  employees  or  executive  officers,  our  operations  could  suffer.


                          Risks Relating to the Units

We  are  in  the  process of raising approximately $25 million in debt financing
which could be issued within a short time after the completion of this Offering.
Our  increased  debt  level  could  limit  flexibility  in  obtaining additional
financing  and  in  pursuing  business  opportunities.

     As  of  March  26,  2002,  we  have  approximately $880,000 of senior debt,
represented primarily by our credit facility with Bank of Oklahoma which becomes
due  on October 1, 2002.  The Company has retained Jefferies & Company, Inc., an
investment  bank, to conduct an offering of $25 million dollars of senior notes.
If  that  offering  is  completed  the Company's debt will be increased to $25.9
million.

     Our  debt  level  will  have  important  effects on our future obligations,
     including:

     -  a  portion of our cash flow could be used to pay  interest and principal
        on our  debt  and  would  not  be  available  for  other  purposes;
     -  our  ability to obtain additional financing for capital expenditures and
        other  purposes  may  be  limited.

     In  addition,  our  ability  to make scheduled payments (including, without
limitation,  dividend and mandatory redemption payments in respect of the Series
A  Preferred Stock) or to refinance our obligations on debt will depend upon our
financial  and  operating  performance,  which, in turn, depends upon prevailing
industry  specific  and general economic conditions that are beyond our control.
If our cash flow and capital resources are insufficient to fund our debt service
obligations,  we  might  be  forced  to:

     -  reduce  and/or  delay  scheduled  capital  expenditures;
     -  sell  material  assets  or  operations;
     -  obtain  additional  capital;  or
     -  restructure  our  debt.

     We  cannot assure you that our operating performance, cash flow and capital
resources  will  be  sufficient  to  repay  our  debt  in the future or meet our
dividend payment and redemption obligations in respect of the Series A Preferred
Stock.  If we are required to dispose of material assets or restructure our debt
to  meet  our debt service and other obligations, we cannot assure you about the
terms  of  any  transaction  or  how  soon  any  transaction could be completed.

     If  we  borrow  more  money,  the  related  risks  described above could be
significantly  increased.  If  we  become  insolvent  or are liquidated, payment
under  our debt instruments would be accelerated, and debtholders of the Company
will  be  entitled  to  exercise the remedies available under applicable law and
will  have  a  claim  on  our assets before the holders of our equity securities
(including  the  Series A Preferred Stock and Warrants).  We can not be sure the
liquidation  value  of  our  assets  would  be  sufficient  to repay in full the
obligations  under  the  Series  A  Preferred  Stock.

There  will not be a liquid market for resale of the Units and any resale of the
Units  will  require  the  prior  written  consent  of  the  Company.

     We  have  not  registered  the  Units,  the Series A Preferred Stock or the
Warrants  under  the  Securities  Act  or  any  state securities laws.  Until we
register  such  securities,  they  may  not  be  offered or sold except under an
exemption  from,  or  in  a  transaction  not  subject  to,  the  registration

                                       11

requirements  of  the  Securities  Act and applicable state securities laws.  In
addition,  pursuant  to  the Securities Purchase Agreement under which the Units
are to be purchased and sold, the Units will not be transferable, in whole or in
part,  without  the  prior written consent of the Company, which may be given or
withheld  in  the  Company's  sole  discretion.  We  have agreed to use our best
efforts,  in  certain  limited  circumstances,  to register the shares of Common
Stock  issuable  upon  exercise  of  the  Warrants  under  a  shelf registration
statement.  See  "Restrictions  on  Resale."


                             Restrictions on Resale

     Pursuant  to  the Securities Purchase Agreement pursuant to which the Units
will be sold (the form of which is attached as Exhibit B), the Units will not be
transferable,  in  whole  or  in  part, without the prior written consent of the
Company,  which  may  be given or withheld in the Company's sole discretion.  In
addition,  upon  consummation  of  this  Offering,  all  of  the Units, Series A
Preferred  Stock  and  the  Warrants  sold  in  this  Offering  will  be  deemed
"restricted  securities"  within  the  meaning of Rule 144 promulgated under the
Securities Act, and may not be resold, except pursuant to registration under the
Securities  Act  or  an  exemption  from  registration,  including  an exemption
afforded  by  Rule  144,  when such exemption becomes available.  At the present
time,  Rule  144  would not be available to holders of Units, Series A Preferred
Stock or Warrants due to the holding period required by Rule 144, the absence of
a  public  trading  market  for  the  Units, the Series A Preferred Stock or the
Warrants.  We  cannot  make any representations or give any assurances as to the
future  availability  of a public market for the Units, Series A Preferred Stock
or  the  Warrants  or  the  availability  of  Rule  144 to holders of restricted
securities.  Therefore,  an  investor  may  be  required  to  hold  Units for an
indefinite  period  of  time.























                                       12

                        INVESTOR SUITABILITY REQUIREMENTS

     We  are  offering  the  Units  in reliance upon certain exemptions from the
registration  and  qualification  requirements  of  federal and state securities
laws.  We  have  established  certain  standards that must be met by persons who
wish  to  purchase  the  Units.  All  prospective  investors  must be capable of
evaluating  the  merits  and  risks  of their investment and have a net worth or
income  level  sufficient to withstand a loss of their entire investment.  Those
persons  who  wish  to invest in the Units must meet all applicable criteria set
forth  in  Exhibit  G  attached  hereto.


Restrictive  Legend  -  Investor  RepresentationsRestrictive  Legend  - Investor
Representations

Each of the shares of Series A Preferred Stock and certificates representing the
Warrants will be imprinted with a conspicuous legend stating that the securities
have  not  been  registered  under  the  Securities  Act  or qualified under the
securities  laws  of  any  state of the United States or other jurisdictions and
summarizing  appropriate  restrictions  on  transfer  and  sale.

The  Securities  Purchase  Agreement  accompanying  this Confidential Disclosure
Statement  contains  representations  and  agreements  on  the part of investors
regarding  (i) a prohibition on the sale or transfer of the Units (including the
Series  A Preferred Stock and the Warrants) without the prior written consent of
the  Company, in its sole discretion, and without registration and qualification
under  the  Securities Act, qualification under the securities laws of any state
of  the  United  States  and  foreign  securities  laws  or available exemptions
therefrom  and  (ii)  appropriate  restrictions  on  transfer  and  sale.

The  legend  appearing  on  any  certificate  representing  shares  of  Series A
Preferred  Stock  or  Warrants  will  be  substantially  in  the following form:

"The  securities  evidenced  hereby  have  not  been registered under Federal or
applicable  state  securities  laws  and  instead  are  being issued pursuant to
exemptions  contained  in  said  laws.  The  securities  represented  by  this
certificate  may  not  be  transferred  unless (1) a registration statement with
respect  to  such securities shall be effective under the Securities Act of 1933
(the  "Securities Act") or (2) GULFPORT ENERGY CORPORATION (the "Company") shall
have  received  an  opinion  of  counsel  reasonably  satisfactory to it that no
violation  of  THE SECURITIES act or similar state acts will be involved in such
transfer; provided that in the event such securities are transferred pursuant to
Rule 144, or any successor rule, under the Securities Act, no such opinion shall
be  required  unless  requested  in  writing  by  the  transfer  agent  of  such
securities.  The  securities  evidenced  hereby  are  SUBJECT  TO THE TERMS OF A
certain  securities  purchase  agreement  by  and  among the Company and certain
Stockholders identified therein, providing for certain restrictions on transfer,
including a requirement for the prior written consent of the Company.  A COPY OF
SUCH  SECURITIES  PURCHASE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
COMPANY."







                                       13

                                    LEGENDS

NASAA  UNIFORM  LEGEND:

     IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION  OF  THE  ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND  RISKS  INVOLVED.  THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR  STATE  SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF  THIS  DOCUMENT.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE  SECURITIES  ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY  NOT  BE  TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
AND  THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS  SHOULD  BE  AWARE  THAT  THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL  RISKS  OF  THIS  INVESTMENT  FOR  AN  INDEFINITE  PERIOD  OF  TIME.

FOR  RESIDENTS  OF  CALIFORNIA:

     THE  COMMISSIONER  OF  CORPORATIONS  OF  THE  STATE  OF CALIFORNIA DOES NOT
RECOMMEND  OR  ENDORSE  THE  PURCHASE  OF  THESE  SECURITIES.  IT IS UNLAWFUL TO
CONSUMMATE  A  SALE  OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO
RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER
OF  CORPORATIONS  OF  THE  STATE  OF  CALIFORNIA  EXCEPT  AS  PERMITTED  IN  THE
COMMISSIONER'S  RULES.

THE  SALE  OF  THE  SECURITIES  OFFERED  HEREBY  HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER  OF  CORPORATIONS  OF  THE STATE OF CALIFORNIA, AND THE ISSUANCE OF
SUCH  SECURITIES  OR  THE  PAYMENT  OR  RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR  PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS  EXEMPT  FROM  QUALIFICATION  BY  SECTIONS  25100,  25102,  OR  25105  OF THE
CALIFORNIA  CORPORATIONS  CODE.

FOR  RESIDENTS  OF  CONNECTICUT:

     THE  SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION
AND  HAVE  NOT  BEEN  REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM
SECURITIES  ACT.  THE  SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR
TRANSFERRED  UNLESS  THEY  ARE  REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION
FROM  REGISTRATION  IS  AVAILABLE.

FOR  RESIDENTS  OF  FLORIDA:

     PURSUANT  TO  SECTION  517.061(11)(a)(5)  OF  THE  FLORIDA  SECURITIES ACT,
FLORIDA  INVESTORS  HAVE  A  RIGHT  TO  RESCIND THEIR SUBSCRIPTIONS WITHIN THREE
BUSINESS  DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES.  YOUR
WITHDRAWAL  WILL  BE  WITHOUT  ANY FURTHER LIABILITY TO YOU.  TO ACCOMPLISH SUCH
WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH TIME PERIOD)
TO  THE  OFFICES  OF  THE  COMPANY AT THE ADDRESS SET FORTH IN THIS CONFIDENTIAL
DISCLOSURE  STATEMENT,  ATTENTION: Lisa Holdbrook.  SHOULD YOU MAKE THIS REQUEST
ORALLY,  YOU  MUST  ALSO  SEND  A  TELEGRAM  CONFIRMING  YOUR  REQUEST.

                                       14

     THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE OFFERING
OR  THE  CONFIDENTIAL  DISCLOSURE  STATEMENT  AND  THE  SECURITIES HAVE NOT BEEN
REGISTERED  UNDER  THE  FLORIDA  SECURITIES  ACT.  UNLESS  THESE  SECURITIES ARE
REGISTERED,  THEY  MAY  NOT  BE  SOLD  OR  TRANSFERRED  IN  FLORIDA, EXCEPT IN A
TRANSACTION  THAT  IS  EXEMPT  UNDER  SAID  ACT.

FOR  RESIDENTS  OF  NEW  YORK:

     THIS  CONFIDENTIAL  DISCLOSURE  STATEMENT  HAS  NOT  BEEN  REVIEWED  BY THE
ATTORNEY  GENERAL  OF  THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE.  THE
ATTORNEY  GENERAL  OF  THE  STATE  OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS  OF  THIS  OFFERING.  ANY  REPRESENTATION  TO  THE  CONTRARY IS UNLAWFUL.

FOR  RESIDENTS  OF  ALL  STATES:

     THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
SAID  ACT  AND  SUCH  LAWS.  THE  SECURITIES  ARE  SUBJECT  IN VARIOUS STATES TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION  THEREFROM.  THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN APPROVED OR
DISAPPROVED  BY  THE  SECURITIES  AND  EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION  OR  OTHER  REGULATORY  AUTHORITY,  NOR  HAVE  ANY  OF  THE FOREGOING
AUTHORITIES  PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OF ADEQUACY OF THE CONFIDENTIAL DISCLOSURE STATEMENT.  ANY REPRESENTATION TO THE
CONTRARY  IS  UNLAWFUL.

FOR  FOREIGN  INVESTORS:

     THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OR  THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND
SOLD  IN  RELIANCE  ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT
AND  SUCH  LAWS.   THE  SECURITIES  ARE  SUBJECT  IN  VARIOUS  JURISDICTIONS  TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION  THEREFROM.  THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN APPROVED OR
DISAPPROVED  BY  THE SECURITIES AND EXCHANGE COMMISSION, OR ANY OTHER SECURITIES
COMMISSION  OR  REGULATORY  AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED  UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OF ADEQUACY
OF  THE  CONFIDENTIAL  PRIVATE  OFFERING CONFIDENTIAL DISCLOSURE STATEMENT.  ANY
REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

     PROSPECTIVE  INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT U.S.
PERSONS  AND  ARE  NOT  ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT OF A
U.S.  PERSON.

     No  person  has  been  authorized  to  give  any information or to make any
representation  other  than  those  contained  in  this  Confidential Disclosure
Statement  in  connection  with  this  offering of the units.  If information or
representations  other  than  those  contained  in  this Confidential Disclosure
Statement  are  given  or  made  you must not rely on it as if we authorized it.

                                       15

Neither the delivery of this Confidential Disclosure Statement nor any sale made
hereunder  shall,  under  any  circumstances,  create  an  implication  that the
information  contained  or incorporated by reference herein is correct as of any
time  subsequent  to  its  date  or that there has been no change in our affairs
since  such  date. This Confidential Disclosure Statement does not constitute an
offer to sell or a solicitation of an offer to buy any securities offered hereby
in  any jurisdiction in which such offer or solicitation is not permitted, or to
anyone  whom  it is unlawful to make such offer or solicitation. The information
in  this  cconfidential disclosure statement is not complete and may be changed.



















                                       16

                        ADDITIONAL NOTICES TO INVESTORS

     This Confidential Disclosure Statement has been prepared in connection with
the  private  offering  to accredited investors, as defined in Rule 501(a) under
the  Securities Act of units comprised oF SHARES OF series a preferred stock and
warrants  of THE COMPANY.  Each investor will be required to execute and deliver
a  securities  purchase  agreement and registration rights agreement in order to
make  an  investment.  If  any  of the terms, conditions, or other provisions of
such agreements are inconsistent with, or contrary to, the descriptions or terms
in  this  Confidential  Disclosure  Statement,  such agreements shall govern and
control.  This  Confidential  Disclosure  Statement  AND ITS CONTENTS, EXHIBITS,
SCHEDULES,  AMENDMENTS,  AND  SUPPLEMENTS  ARE  intended only for the use of the
person  named  on  the cover page hereof and is not intended to be reproduced or
redistributed  IN  ANY  MANNER,  EXCEPT  TO  SUCH OFFEREE'S AGENTS AND ADVISORS.

     THE  OFFEREE   ACKNOWLEDGES   THAT  THE  INFORMATION   CONTAINED  IN   THIS
CONFIDENTIAL  DISCLOSURE  STATEMENT, TO THE EXTENT NOT PREVIOUSLY DISCLOSED IN A
FILING  TO  THE  COMMISSION,  IS CONFIDENTIAL AND NON-PUBLIC AND AGREES THAT ALL
SUCH  INFORMATION SHALL BE KEPT IN CONFIDENCE BY THE OFFEREE AND NEITHER USED BY
THE  OFFEREE FOR THE OFFEREE'S PERSONAL BENEFIT (OTHER THAN IN CONNECTION WITH A
SUBSCRIPTION FOR THE SECURITIES OFFERED HEREBY) NOR DISCLOSED TO ANY THIRD PARTY
FOR  ANY  REASON.

     THIS  OFFER  MAY  BE  WITHDRAWN  AT  ANY  TIME  BEFORE  ANY  CLOSING AND IS
SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED IN THIS CONFIDENTIAL DISCLOSURE
STATEMENT.  ANY  REPRESENTATION  TO THE CONTRARY IS UNAUTHORIZED AND MUST NOT BE
RELIED  UPON.

     ANY  PROSPECTIVE  INVESTOR MAY ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING
THE  COMPANY,  THE  UNITS  AND THE TERMS AND CONDITIONS OF THIS OFFERING AND MAY
REQUEST  ADDITIONAL  INFORMATION  TO  VERIFY THE INFORMATION CONTAINED HEREIN BY
CALLING  Lisa  holbrook,  Vice  president,  general counsel and secretary OF THE
COMPANY  AT  (405)  848-8807  x104 OR BY WRITING TO THE COMPANY, ATTENTION: Lisa
Holbrook,  AT  THE  ADDRESS  SET FORTH IN THE CONFIDENTIAL DISCLOSURE STATEMENT.

     IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION  OF  THE  ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND  RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE  FINANCIAL  RISKS  OF  THIS  INVESTMENT  FOR  AN  INDEFINITE PERIOD OF TIME.
NEITHER  THE DELIVERY OF THIS CONFIDENTIAL DISCLOSURE STATEMENT NOR ANY SALES OF
SHARES  MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR
THAT  THE  INFORMATION  CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE  DATE  HEREOF.





                                       17


                                                                      Schedule I


                          Gulfport Energy Corporation

                           Summary of Principal Terms

Private  Placement  of  Units  Each  Comprised  of  (i)  One Share of Cumulative
Preferred  Stock,  Series  A, par value $0.01 per share, and (ii) One warrant to
purchase  250  shares  of  common  stock,  par  value  $0.01  per  share

The  summary  terms set forth below are qualified in their entirety by reference
to, and should be read in conjunction with, the definitive documents relating to
the  proposed  offering  (the  "Offering").
--------------------------------------------------------------------------------

Issuer                             Gulfport   Energy  Corporation,   a  Delaware
                                   corporation  (the "Company")

Purchasers                         Gulfport  Funding, LLC,  a  Delaware  limited
                                   liability  company  ("Gulfport Funding"), and
                                   certain other "accredited investors" (as that
                                   term  is defined in Rule 501(a) of Regulation
                                   D  promulgated  by  the Commission) which are
                                   stockholders   of   the   Company   (each,  a
                                   "Purchaser")  Purchasers  Securities Units (a
                                   "Unit"),  each  Unit consisting of 1 share of
                                   Cumulative  Preferred  Stock,  Series  A, par
                                   value  $0.01  per   share   (the   "Series  A
                                   Preferred   Stock"),    and   1   warrant  (a
                                   "Warrant")  to  purchase 250 shares of common
                                   stock,  par  value  $0.01  per share ("Common
                                   Stock"),  of  the  Company.

Offering
     Securities  offered           Up  to  such Purchaser's  pro rata percentage
                                   of the Units offered by  the Company based on
                                   such  Purchaser's ownership percentage of the
                                   Company as of December 31, 2001 (with respect
                                   to    each    Purchaser,   the    "Pro   Rata
                                   Percentage");  provided that Gulfport Funding
                                   shall   be  entitled   and   has   agreed  to
                                   purchase all Units offered by the Company not
                                   purchased  by  any other Purchaser (excluding
                                   the  Liddell  Units  (as  defined  below)).

     Offering  price  per  Unit    $1,000  per  Unit

     Closing Date                  March  31,  2002  or  such  later date as the
                                   Company  and  Gulfport  Funding   may  agree;
                                   provided that the closing date of any sale of
                                   Liddell  Units  shall  occur  no  later  than
                                   September  30,  2002.

     Liddell Option                Mike Liddell, the  Company's  Chief Executive
                                   Officer,  has  been  granted  the option (the
                                   "Liddell  Option")  to purchase up to his Pro
                                   Rata  Percentage  of the Units offered by the
                                   Company  (the "Liddell Units") on or prior to
                                   September  30,  2002.  Any  Liddell Units not
                                   purchased  by  Mike Liddell shall not be sold
                                   to  any  other  party.

     Structure                     The  Offering  shall  be   structured   as  a
                                   transaction  exempt  from  Section  5  of the

                                       18

                                   Securities  Act  of  1933,  as  amended  (the
                                   "Securities  Act"),  and  shall  comply  with
                                   Section  4(2) of the Securities Act and state
                                   securities  law and shall be offered and sold
                                   solely  to "accredited investors," as defined
                                   in Regulation D under the Securities Act. The
                                   Offering  shall  be limited to $10,000,000 of
                                   Units.

Series  A  Preferred  Stock

     Designation and Number
     of Shares                     The  series   of  preferred  stock  described
                                   herein  shall  consist  of  15,000 shares and
                                   shall  be  designated  "Cumulative  Preferred
                                   Stock,  Series A", par value $0.01 per share,
                                   hereinafter  referred  to "Series A Preferred
                                   Stock".

     Dividends                     Dividends  shall  accrue  on   the   Series A
                                   Preferred  Stock   prior   to  the  Mandatory
                                   Redemption  Date  (as  defined  below) at the
                                   rate  of  12%  per annum payable quarterly in
                                   cash  or,  at the option of the Company for a
                                   period  not  to exceed two (2) years from the
                                   Closing  Date, payable in whole or in part in
                                   additional shares of Series A Preferred Stock
                                   based  on  the   Liquidation  Preference  (as
                                   defined  below)  of  the  Series  A Preferred
                                   Stock  at the rate of 15% per annum. No other
                                   dividends  shall  be declared or shall accrue
                                   on  the  Series  A  Preferred  Stock.  To the
                                   extent  funds   are  legally  available,  the
                                   Company  is  obligated to declare and pay the
                                   dividends on the Series  A  Preferred  Stock.

     Voting                        Each  share of Series A Preferred Stock shall
                                   be  entitled  to  vote  only on those matters
                                   required  by  law  and,  unless  the  vote or
                                   consent  of  holders  of  a greater number of
                                   shares  shall  be  required  by law or by the
                                   Company's  certificate  of incorporation, the
                                   vote  of  at  least  66  2/3%  of  the  votes
                                   entitled  to  be  cast  by the holders of the
                                   shares  of  Series A Preferred Stock shall be
                                   necessary  for:  (i) amendment, alteration or
                                   repeal  of  any  of  the  provisions  of  the
                                   Company's  certificate  of incorporation that
                                   materially  adversely   affects   the  voting
                                   powers, rights or  preferences of the holders
                                   of the Series A Preferred  Stock action which
                                   adversely   alters  or   amends  the   terms,
                                   relative rights, preferences, and limitations
                                   of the Series A Preferred Stock; and (ii) the
                                   authorization or creation or, or the increase
                                   in the authorized amount of any shares of (x)
                                   any  class  or  series  of a class of capital
                                   stock  of  the  Company  the  terms  of which
                                   expressly  provide  that  the  shares thereof
                                   rank senior as to the payment of dividends or
                                   the   distribution   of   assets   upon   the
                                   liquidation, dissolution or winding up of the
                                   Company  to  the  shares  of  the   Series  A
                                   Preferred Stock ("Senior Securities"), or (y)
                                   any    security    convertible    into,    or
                                   exchangeable or exercisable for shares of any
                                   Senior  Securities.

     Mandatory Redemption          On   the  fifth  anniversary   of  the  first
                                   issuance of  Series A  Preferred  Stock  (the
                                   "Mandatory  Redemption  Date"), the shares of
                                   Series A Preferred Stock shall be redeemed by
                                   the  Company  out of the funds of the Company

                                       19

                                   legally available therefor, for an amount per
                                   share  equal  to  the  Redemption  Price  (as
                                   defined  below). Upon the redemption thereof,
                                   the  shares of Series A Preferred Stock shall
                                   become   authorized,   but  undesignated  and
                                   unissued,  shares  of  the preferred stock of
                                   the Company.  To the extent that, as  of  the
                                   Mandatory  Redemption  Date, the funds of the
                                   Company   legally  available  for  redemption
                                   payments to the holders of Series A Preferred
                                   Stock  will  be,  or  are  anticipated to be,
                                   insufficient to redeem all shares of Series A
                                   Preferred  Stock  (as  determined in the sole
                                   discretion of the Company), the Company shall
                                   redeem  the  Series  A Preferred Stock to the
                                   extent  of  its  funds  legally available for
                                   such  redemption,  pro rata among the holders
                                   of  Series A Preferred Stock. Notwithstanding
                                   anything  to  the contrary herein, any holder
                                   (or  all holders) of Series A Preferred Stock
                                   may  waive  his  or  its respective rights to
                                   redemption of its Series A Preferred Stock on
                                   the Mandatory Redemption Date.  To the extent
                                   shares  of  Series  A Preferred Stock are not
                                   redeemed  on  the  Mandatory Redemption Date,
                                   such  shares  shall  remain  outstanding  and
                                   shall continue to accrue dividends until such
                                   time  as  the  Company has  sufficient  funds
                                   legally  available   to  redeem  such  shares
                                   (including  payment of all accrued and unpaid
                                   interest),   whereupon   such   shares  shall
                                   promptly  be  so  redeemed  by  the  Company.

                                   "Redemption  Price"  shall  mean  the  amount
                                   equal  to  the  sum  of  (i)  the Liquidation
                                   Preference  per  share  of Series A Preferred
                                   Stock  (as  the same shall be proportionately
                                   adjusted  for  stock  splits, combinations or
                                   recapitalizations    affecting     Series   A
                                   Preferred Stock or dividends or distributions
                                   of  shares  of  Series  A Preferred Stock, or
                                   similar  events  or  transactions), plus (ii)
                                   accrued,  but unpaid, dividends on such share
                                   of  Series  A  Preferred  Stock  as  of  the
                                   Redemption  Date.

     Optional Redemption           The  Company may, at its sole discretion,  at
                                   any time, redeem all or a portion of the then
                                   outstanding  shares  of  Series  A  Preferred
                                   Stock  at  a redemption price per share equal
                                   to  the  Liquidation  Preference per share of
                                   Series A Preferred Stock plus all accrued and
                                   unpaid  dividends thereon as of the effective
                                   date  of  such optional redemption; provided,
                                   however,  to  the  extent  not  all shares of
                                   Series  A  Preferred Stock are to be redeemed
                                   by  the Company, any such redemption shall be
                                   made  among  holders  of  Series  A Preferred
                                   Stock  pro  rata  based  on  their respective
                                   ownership  percentage  of  Series A Preferred
                                   Stock  as  of  the  relevant redemption date.

     Liquidation Rights            In the event of any voluntary or  involuntary
                                   liquidation,  dissolution,  or  winding up of
                                   the  Company  prior to the Redemption Date (a
                                   "Liquidation"),   before   any   payment   or
                                   distribution  of  assets of the Company shall
                                   be  made to, or set apart for, the holders of
                                   the  common  stock or any other capital stock
                                   of  the Company not ranking prior to, or on a
                                   parity  with, the Series A Preferred Stock in

                                       20

                                   respect  of  rights  upon  a Liquidation, the
                                   holders of the Series A Preferred Stock shall
                                   first  be  entitled to receive payment out of
                                   such  assets of the Company legally available
                                   therefor  equal to $1,000 per share of Series
                                   A  Preferred  Stock  (as  the  same   may  be
                                   adjusted    proportionately    for    splits,
                                   combinations, recapitalizations,  etc.)  (the
                                   "Liquidation  Preference").  If the assets of
                                   the    Company    legally     available   for
                                   distribution to holders of Series A Preferred
                                   Stock in connection with a Liquidation (after
                                   payments  have  been made to the creditors of
                                   the Company and as otherwise required by law)
                                   are  insufficient  to  permit full payment to
                                   the  holders  of the Series A Preferred Stock
                                   of  an  amount   equal  to   the  Liquidation
                                   Preference  per  share,  such  assets legally
                                   available for distribution in connection with
                                   a  Liquidation (after payments have been made
                                   to  the  creditors  of  the  Company  and  as
                                   otherwise   required   by   law)   shall   be
                                   distributed  ratably among the holders of the
                                   outstanding  Series  A  Preferred  Stock
                                   Liquidation  Rights  Conversion  Rights

     Conversion Rights             None.

Warrants                           Each  Warrant  shall  entitle  its  holder to
                                   purchase  up to 250 shares (as the same shall
                                   be proportionately adjusted for stock splits,
                                   combinations  or  recapitalizations affecting
                                   Common Stock or dividends or distributions of
                                   shares  of Common Stock, or similar events or
                                   transactions  and as the same may be adjusted
                                   upon  certain  issuances of additional shares
                                   of  Common  Stock  by the Company) at a price
                                   per  share  of  $4.00  (as  the same shall be
                                   proportionately  adjusted  for  stock splits,
                                   combinations  or  recapitalizations affecting
                                   Common Stock or dividends or distributions of
                                   shares of Common  Stock,  or  similar  events
                                   or  transactions  and  as  the  same  may  be
                                   adjusted upon certain issuances of additional
                                   shares of Common Stock by the  Company)  (the
                                   "Exercise  Price").  The Exercise Price shall
                                   be  payable  either  in  (i)  cash,  (ii)  by
                                   surrender  of  shares  of  Series A Preferred
                                   Stock,  with  each share surrendered having a
                                   value  equal  to  the  Liquidation Preference
                                   thereof  together  with  accrued  and  unpaid
                                   dividends  thereon  through  the date of such
                                   surrender,  (iii)  a  combination of cash and
                                   Series  A Preferred Stock or (iv) by cashless
                                   exercise  of  the  Warrant.

                                   Warrants   will   be  exercisable  after  the
                                   Closing  Date  and  on  or prior to the tenth
                                   anniversary  of  the  Closing  Date.

Registration Rights                S-3  Demand  Rights:
                                   --------------------

                                   The Company will use its best efforts to file
                                   a  registration  statement  on  Form  S-3 (if
                                   available)  with  the Securities and Exchange
                                   Commission,  covering  the  shares  of Common
                                   Stock  issued or issuable upon the conversion
                                   of  the  Warrants  (the "Warrant Shares"), as
                                   soon  as practicable following the request of
                                   holders  of a majority of the Warrant Shares.
                                   The  Company  will  use  its  best efforts to
                                   cause  such  registration statement to become
                                   effective  as  soon as reasonably practicable

                                       21


                                   thereafter.  Notwithstanding  anything to the
                                   contrary  herein,  the  Company  shall not be
                                   required   to   file  such   a   registration
                                   statement  (i)  if it is not eligible for use
                                   of  Form S-3 (or any successor form thereto),
                                   (ii)  if the Company has already effected two
                                   such  registrations,  (iii) if the holders of
                                   the  Warrants  propose to sell Warrant Shares
                                   at  an  aggregate price to the public of less
                                   than  $1,000,000 or (iv) if the securities to
                                   be registered pursuant hereto are eligible to
                                   be  sold   pursuant  to   Rule  144   of  the
                                   Securities  Act during any 90-day period. The
                                   selling  holders shall be responsible for all
                                   of  their  own  selling  expenses.

                                   Piggyback  Rights:
                                   ------------------

                                   Each  holder of Warrant Shares shall have the
                                   right  to have its Warrant Shares included in
                                   any  registration  statement  of  the Company
                                   (subject  to  limited exceptions) registering
                                   shares  of   its   Common  Stock;   provided,
                                   however,  if  the  underwriter  determines in
                                   good  faith  that marketing factors require a
                                   limitation  of  the  number  of  shares to be
                                   underwritten,  the  number of shares that may
                                   be  included  in  the  underwriting  shall be
                                   allocated,  first  to  the Company, second to
                                   the  holders  of  the Warrant Shares pro rata
                                   based  on  the   number   of  Warrant  Shares
                                   proposed  to  be sold in the offering held by
                                   such   holders;   and  third   to  any  other
                                   stockholders of the Company  on  a  pro  rata
                                   basis.














                                       22


                                                                       EXHIBIT A

  UNAUDITED BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASH FLOW FOR THE
  ----------------------------------------------------------------------------
                  COMPANY FOR THE YEAR ENDED DECEMBER 31, 2001
                  --------------------------------------------




































                                                                       EXHIBIT B

            FORM OF NON-DISCLOSURE AND RESTRICTED TRADING AGREEMENT
            -------------------------------------------------------













































                                                                       EXHIBIT C

                      FORM OF SECURITIES PURCHASE AGREEMENT
                      -------------------------------------











































                                                                       EXHIBIT D

                      FORM OF REGISTRATION RIGHTS AGREEMENT
                      -------------------------------------













































                                                                       EXHIBIT E

                                FORM OF WARRANT
                                ---------------










































                                                                       EXHIBIT F

 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
 ------------------------------------------------------------------------------
AND OTHER SPECIAL RIGHTS OF THE COMPANY'S CUMULATIVE PREFERRED STOCK, SERIES A,
-------------------------------------------------------------------------------
   PAR VALUE $0.01 PER SHARE, AND QUALIFICATIONS LIMITATIONS AND RESTRICTIONS
   --------------------------------------------------------------------------
                                    THEREOF
                                    -------


































                                                                       Exhibit G

                            Investor Qualifications
                            -----------------------

Accredited  Purchaser  Financial  Requirements

     In  the United States, we may sell Units only to investors who are both (1)
"accredited  investors"  as  that term is defined in Rule 501(a) of Regulation D
promulgated  by  the Commission and (2) accredited, exempt or otherwise excluded
purchasers  under  all  other  applicable  "blue  sky"  statutes and regulations
("Accredited  Purchasers").  Under  Regulation D, an investor must meet at least
one  of  the  following  criteria  in  order  to  be  an  "accredited investor":

     (1)  Any  bank as defined in section 3(a)(2) of the Securities Act of 1933,
          or any savings and loan association or other institution as defined in
          section 3(a)(5)(A) of the Securities Act of 1933 whether acting in its
          individual  or  fiduciary  capacity;  any  broker or dealer registered
          pursuant  to  section  15  of the Securities Exchange Act of 1934; any
          insurance company as defined in section 2(13) of the Securities Act of
          1933;  any  investment company registered under the Investment Company
          Act  of  1940  or a business development company as defined in section
          2(a)(48)  of  that Act; any Small Business Investment Company licensed
          by  the U.S. Small Business Administration under section 301(c) or (d)
          of the Small Business Investment Act of 1958; any plan established and
          maintained  by  a  state, its political subdivisions, or any agency or
          instrumentality  of  a  state  or  its  political subdivisions for the
          benefit  of  its employees, if such plan has total assets in excess of
          $5,000,000;  any  employee  benefit  plan  within  the  meaning of the
          Employee  Retirement  Income  Security  Act  of 1974 if the investment
          decision  is  made by a plan fiduciary, as defined in section 3(21) of
          such  Act,  which  is  either  a  bank,  savings and loan association,
          insurance  company,  or  registered  investment  adviser,  or  if  the
          employee  benefit plan has total assets in excess of $5,000,000 or, if
          a self-directed plan, with investment decisions made solely by persons
          that  are  accredited  investors;

     (2)  Any  private  business  development  company  as  defined  in  section
          202(a)(22)  of  the  Investment  Advisers  Act  of  1940;

     (3)  Any  organization  described  in  Section 501(c)(3)  of  the  Internal
          Revenue Code, corporation, Massachusetts or similar business trust, or
          partnership,  not  formed  for  the  specific purpose of acquiring the
          securities  offered,  with  total  assets  in  excess  of  $5,000,000;

     (4)  Any director,  executive officer,  or general partner of the issuer of
          the  securities  being  offered  or  sold,  or any director, executive
          officer,  or  general  partner  of  a  general partner of that issuer;

     (5)  Any natural person whose individual net worth, or joint net worth with
          that  person's  spouse,  at  the  time  of his or her purchase exceeds
          $1,000,000;

     (6)  Any natural person  who  had  (i)  an  individual  income in excess of
          $200,000  in  each  of  the two most recent years and has a reasonable
          expectation  of reaching the same income level in the current year, or
          (ii)  joint  income with that person's spouse in excess of $300,000 in
          each  of the two most recent years and has a reasonable expectation of
          reaching  the  same  income  level  in  the  current  year;

     (7)  Any  trust, with  total assets in excess of $5,000,000, not formed for
          the  specific  purpose  of  acquiring  the  securities  offered, whose
          purchase is directed by a sophisticated person as described in Section
          230.506(b)(2)(ii)  of  Regulation  D;



     (8)  Any  entity  (other  than  an  irrevocable  trust) in which all of the
          equity  owners  are  accredited  investors.

Business  Knowledge  and  Investment  Sophistication

     Section  4(2)  under  the  Securities  Act, many state securities laws, and
general  principles of fair dealing all make it necessary that each purchaser of
Units  be  able  to demonstrate that, by reason of his, her or its knowledge and
experience  in  business  and  financial  matters,  he,  she or it is capable of
evaluating  the  merits  and  risks of an investment in the Units and protecting
his,  her  or its own interests in connection with the transaction.  A purchaser
who  does not have sufficient knowledge and experience in financial and business
matters  must  employ  a  "purchaser  representative" who has that knowledge and
experience  either  alone,  together with other purchaser representatives of the
purchaser,  or  together  with the purchaser.  A purchaser who wishes to use and
rely  upon a purchaser representative in connection with making an investment in
the  Units should be aware that a purchaser representative (1) must meet certain
statutory  requirements, (2) must be acknowledged by the purchaser in writing to
be  his or her purchaser representative in connection with evaluating the merits
and  risks  of purchasing the Units, (3) must be an attorney, a certified public
accountant,  a  broker-dealer or agent thereof, an investment adviser, a bank, a
savings and loan association, or any other person who, as a regular part of such
person's  business,  is  customarily  relied  upon  by  others  for  investment
recommendations  or  decisions  and  who  is  customarily  compensated  for such
services  either specifically or by way of compensation for related professional
services,  (4)  may  not be affiliated with us or our management and (5) may not
receive  compensation  from  any  of  the persons or entities listed in (4).  No
broker-dealer  or any person receiving a commission from us may act as purchaser
representative  on  behalf  of  any  investor  in  this  Offering.





                           GULPORT ENERGY CORPORATION

                Non-Disclosure and Restricted Trading Agreement

     In  connection with the private placement by Gulfport Energy Corporation, a
Delaware corporation (the "Company") of Units consisting of shares of Cumulative
Preferred  Stock,  Series A, par value $0.01 per share, and warrants to purchase
shares  of  common stock, par value $0.01 per share, of the Company, the Company
has  disclosed  or may disclose to you in the Confidential Information Statement
dated  March  2002  of  the  Company  certain  material  non-public  information
concerning  the  business,  operations and finances of the Company ("Proprietary
Information").

     In  consideration of the disclosure and the ability to negotiate concerning
the  proposed  equity  investment,  you  agree  as  follows:

     1.   You  will  hold  in  confidence  and  not  use (except to evaluate the
          proposed  equity  investment) or disclose any Proprietary Information,
          except  as  required  by  law  or  government tribunal, unless you can
          document  that such information (a) is in the public domain through no
          fault of yours, or (b) was properly known to you, without restriction,
          prior  to  disclosure  to  you  by  the  Company.

     2.   You will not, directly  or indirectly, (a) offer for sale, contract to
          sell,  sell,  trade, pledge or otherwise dispose of (or enter into any
          transaction  which  is designed to, or could be expected to, result in
          the disposition by any person at any time in the future of) any shares
          of  the common stock or securities convertible into, or exercisable or
          exchangeable  for,  the common stock of the Company, or (b) 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 shares of common stock, in each case, until such time as
          the  Company  discloses  the  Proprietary Information to the public in
          a  filing  with the Securities Exchange Commission on Form 10-Q, 10-K,
          or  8-K.

     3.   If you  decide not  to proceed with the proposed equity investment, or
          if  requested  by  the  Company,  you will promptly return, destroy or
          irretrievably  erase,  as  requested  by  the Company, all Proprietary
          Information   and  all   copies  and   extracts  of   the  Proprietary
          Information,  in  any  physical  or  other  medium  in or on which the
          Proprietary  Information  may  be  contained  or  embodied.

     4.   You will promptly notify  the  Company  of any unauthorized release of
          Proprietary  Information.

     5.   You understand that this  agreement  does  not obligate the Company to
          disclose  any  information,  negotiate  or enter into any agreement or
          relationship  or  otherwise  commit  or  obligate  the  Company.




     6.   You acknowledge and agree  that  due  to  the  unique  nature  of  the
          Proprietary  Information,  any  breach  of  this agreement would cause
          irreparable  harm to the Company for which damages are not an adequate
          remedy  and that the Company shall therefore be entitled to injunctive
          relief  in  addition  to  all  other  remedies  available at law or in
          equity,  including  money  damages.

     7.   This Agreement shall be governed by, and construed in accordance with,
          the laws of the State of New York (without giving effect to any choice
          or  conflict  of  laws   provisions).   Each  of  the  parties  hereby
          irrevocably  and  unconditionally  submits  to the jurisdiction of the
          courts  of  the State of New York and of the federal courts sitting in
          the  City  of New York in all actions or proceedings arising out of or
          relating  to  this  agreement.  Each  of  the  parties agrees that all
          actions  or  proceedings  arising out of or relating to this Agreement
          must  be litigated exclusively in any state or federal court that sits
          in  the  City  of  New  York,  and accordingly, each party irrevocably
          waives  any objection which it may now or hereafter have to the laying
          of  the venue of any such litigation in any such court. The prevailing
          party in any such litigation shall be entitled to  recover  attorneys'
          fees  and  costs.

     8.   If any provision of  this Agreement is found to be unenforceable, such
          provision  will  be limited or deleted to the minimum extent necessary
          so  that  the  remaining  terms  remain in full force and effect. This
          agreement may not be assigned without the prior written consent of the
          Company.

                                          Acknowledged  and  Agreed:


                                          By:  [____________________]


Dated  as  of:  March  __,  2002
                                          --------------------------------------
                                          Signature  of  Authorized  Signatory


                                          --------------------------------------
                                          Printed Name of  Authorized  Signatory


                                          --------------------------------------
                                          Title  of  Authorized  Signatory















                                        2


--------------------------------------------------------------------------------













                          Gulfport Energy Corporation

                          Securities Purchase Agreement













                                 March 29, 2002







--------------------------------------------------------------------------------



                          Gulfport Energy Corporation
                          Securities Purchase Agreement

This  Securities  Purchase Agreement (this "Agreement") is made and entered into
as  of  March  29,  2002,  by  and among Gulfport Energy Corporation, a Delaware
corporation (the "Company"), Gulfport Funding, LLC, a Delaware limited liability
company ("Gulfport Funding"), and each other purchaser listed on the Schedule of
Purchasers  hereto  (together  with  Gulfport  Funding,  the  "Purchasers").

                                    Recitals

     Whereas,  the  Company has authorized the sale and issuance of an aggregate
of  10,000  shares (the "Series A Shares") of Cumulative Preferred Stock, Series
A,  par  value  $0.01 per share, of the Company (the "Series A Preferred Stock")
and  10,000  warrants  (each, a "Warrant"), each Warrant conferring the right to
purchase  initially  up  to  250 shares of the common stock, par value $0.01 per
share,  of  the  Company  (the  "Common  Stock");

     Whereas,  the Company desires to sell and issue the Series A Shares and the
Warrants  together  as  investment  units,  with each unit consisting of (i) one
Series  A  Share  and (ii) one Warrant, and has therefore authorized the sale of
10,000  units  (the  "Units");

     Whereas,  the  Company has offered certain stockholders of the Company (the
"Offerees")  the  right  to purchase up to their respective pro rata portions of
the  Units  based on their respective ownership percentages of the Company as of
December  31,  2001;

     Whereas,  pursuant  to  a  letter agreement with the Company dated March 8,
2002,  Gulfport  Funding  has  agreed  to  purchase any Units offered to but not
purchased by other stockholders of the Company (other than the Liddell Units (as
defined  below));

     Whereas, as of the date of this Agreement, the Company owes $3,000,000 plus
accrued  and  unpaid  interest  thereon  (collectively,  the  "Note  Amount") to
Gulfport Funding under that certain Promissory Note of the Company dated May 22,
2001  (the  "Note");

     Whereas,  Gulfport  Funding  desires  to pay, and the Company has agreed to
accept  as  payment, in part, for the Units to be purchased by Gulfport Funding,
by  the  surrender  of  the  Note  for  cancellation;

     Whereas,  the  Company  desires  to  sell  and  issue the Units to Gulfport
Funding  and  the  other Purchasers pursuant to the terms and conditions herein.

                                    Agreement
     Now,  Therefore,  in consideration of the foregoing recitals and the mutual
promises,  representations,  warranties  and covenants hereinafter set forth and
for  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:



     1.   Agreement  To  Sell  And  Purchase.

          1.1  Authorization  of  Shares.  On  or  prior to the Initial  Closing
Date  (as defined in Section 2 below), the Company shall have (a) authorized the
sale  and  issuance  to  the  Purchasers of the Series A Preferred Stock and the
Warrants, (b) adopted and filed the Certificate of Designations, Preferences and
Relative,  Participating,  Optional  and other Special Rights of Preferred Stock
and Qualifications, Limitations and Restrictions Thereof of the Company's Series
A  Preferred  Stock  in  the  form  attached  hereto as Exhibit A (the "Series A
Preferred  Certificate  of  Designations"),  and  (b)  reserved for issuance the
shares  of Common Stock issuable upon the exercise of the Warrants (the "Warrant
Shares"). The Series A Shares shall have the rights, preferences, privileges and
restrictions  set  forth  in  the  Restated  Certificate of Incorporation of the
Company  (including the Series A Preferred Certificate of Designations), and the
amendments  thereto,  in the form attached hereto as Exhibit B (the "Certificate
of  Incorporation").

          1.2  Sale and Purchase. Subject to the terms and conditions hereof, at
the  Closing  (as  hereinafter  defined), the Company hereby agrees to issue and
sell  to  the  Purchasers, and each Purchaser hereby agrees to purchase from the
Company,  the  number  of  Units set forth opposite such Purchaser's name on the
Schedule  of  Purchasers  attached  hereto,  at a purchase price of One Thousand
Dollars  ($1,000)  per  Unit.

     2.   Closing,  Delivery  And  Payment.

          2.1 Closing. The initial closing of the sale and purchase of the Units
under  this  Agreement (the "Initial Closing") shall take place at 10:00 a.m. on
March  29, 2002, at the offices of the Company, 6307 Waterford Blvd., Suite 100,
Oklahoma  City,  OK  73118 or at such other time or place as the Company and the
Purchasers  may  mutually  agree  (such  date  is hereinafter referred to as the
"Initial  Closing  Date"). Subsequent closings (each a "Subsequent Closing") may
take  place  at  any time prior to 5:00 p.m. Central Standard Time) on April 15,
2002,  at  the  offices  of  the  Company  as  the  Company  and  the Purchasers
participating in such Subsequent Closing may mutually agree (each, a "Subsequent
Closing  Date").

          2.2  Delivery.  At  each  Closing, subject to the terms and conditions
hereof,  the  Company  will  deliver  to  each  Purchaser  participating in such
Closing,  for  each Unit to be purchased at the Closing, (i) a stock certificate
representing  One (1) Series A Share and (ii) a warrant certificate representing
One  (1)  Warrant.  At  the  Company's  discretion,  the  Company  may  deliver
certificates  representing  the aggregate number of Series A Shares and Warrants
purchased by any Purchaser of more than one Unit. The Company's delivery of such
certificates  shall  be  against  payment  of the purchase price therefor by (i)
check in immediately available funds, wire transfer made payable to the order of
the  Company, or any combination of the foregoing ("Cash"), and (ii) in the case
of Gulfport Funding, a combination of Cash and the surrender for cancellation of
the  Note.  At  the Initial Closing, Gulfport Funding shall deliver the original
Note  to  the  Company  marked  "paid  in  full".

          2.3  Liddell  Option. Notwithstanding anything herein to the contrary,
Mike  Liddell ("Liddell"), the Company's Chief Executive Officer, shall have the
right (the "Liddell Option"), extending through and including September 30, 2002

                                        2

(the  "Expiration  Date"), to purchase up to 742.208 Units (the "Liddell Units")
at  the  price  and  on  the terms set forth herein. The Liddell Option shall be
exercisable  by Liddell upon delivery to the Company on or before the Expiration
Date  of  (i) written notice to the Company setting forth the number of Units to
be  purchased  by  Liddell;  (ii)  an  executed  signature  page to each of this
Agreement  and the Registration Rights Agreement (as defined below), pursuant to
which Liddell agrees to be bound by the terms and conditions hereof and thereof;
and (iii) Cash in the amount of the purchase price for such Units. Upon exercise
by Liddell of the Liddell Option prior to the Expiration Date, the Company shall
make  such  deliveries  to  Liddell  as  are  contemplated  by  Section  2.2.

     3.   Representations  And  Warranties  Of  The Company.

          The Company hereby represents and warrants to each Purchaser as of the
date  of  this  Agreement  as set forth below. For purposes of this Section 3, a
person  shall be deemed to have "knowledge" of a particular fact or other matter
if  (a)  the  person  is actually aware of such fact or other matter or (b) if a
reasonably  prudent individual could be expected to discover or otherwise become
aware  of  such  fact  or  other matter in the course of conducting a reasonably
diligent  and  reasonably  comprehensive  investigation  concerning the truth or
existence  of  such  fact  or  other  matter.  A  person  that is a corporation,
partnership  or  other  business entity shall be deemed to have "knowledge" of a
particular  fact  or  other  matter  if any employee, officer or director of the
person  has  knowledge  (as described in the preceding sentence) of such fact or
other  matter.  Organization,  Good  Standing  and  Qualification

          3.1  Organization,  Good  Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Delaware.  The Company has all requisite corporate power and
authority  to  own and operate its properties and assets, to execute and deliver
this  Agreement,  as  well  as  the  Registration  Rights  Agreement in the form
attached hereto as Exhibit C (the "Registration Rights Agreement"), to issue and
sell  the  Series  A  Shares and the Warrants comprising each Unit, to issue the
Warrant  Shares upon exercise, and against payment therefor, of the Warrants, to
carry  out  the provisions of this Agreement, the Registration Rights Agreement,
and  the Certificate of Incorporation, and to carry on its business as presently
conducted  and  as  presently  proposed  to  be  conducted.  The Company is duly
qualified  and is authorized to do business and is in good standing as a foreign
corporation  in  all  jurisdictions in which the nature of its activities and of
its  properties  (both  owned  and  leased)  makes such qualification necessary,
except  for  those  jurisdictions  in  which  failure  to do so would not have a
material  adverse  effect  on  the Company or its assets, liabilities, financial
condition,  prospects  or  operations  (a  "Material  Adverse  Effect").

          3.2  Subsidiaries.  Except as set forth in the SEC Reports (as defined
below),  the  Company  does  not  own  or  control  any equity security or other
interest  of any other corporation, limited partnership or other business entity
and  is  not  a  participant  in  any  joint  venture,  partnership  or  similar
arrangement.

          3.3  Capitalization;  Voting  Rights3.3 Capitalization; Voting Rights.

               (a)  The authorized capital  stock  of  the  Company, immediately
prior  to  the  Closing,  consists of (i) 20,000,000 shares of Common Stock, par

                                        3

value  $0.01 per share, 10,146,566 of which are issued and outstanding, and (ii)
5,000,000  shares of Preferred Stock, par value $0.01 per share, 15,000 of which
are designated Cumulative Preferred Stock, Series A and none of which are issued
and  outstanding.

               (b) Under the Company's 1999 Stock Option Plan (the "Stock Option
Plan"),  (i)  no  shares of Common Stock have been issued pursuant to restricted
stock  purchase  agreements,  (ii) 3,333 shares of Common Stock have been issued
upon the exercise of outstanding options, (iii) options and warrants to purchase
607,355  shares of Common Stock have been granted and are currently outstanding,
and  (iv) 883,386 shares of Common Stock remain available under the Stock Option
Plan  for  future  issuance. Warrants to purchase 399,424 shares of Common Stock
have  been  issued  and  are  currently  outstanding.

               (c)  Other  than  as  set  forth  above  or  contemplated in this
Agreement,  there  are  no  outstanding  options,  warrants,  rights  (including
conversion  or  preemptive  rights  and  rights  of  first  refusal),  proxy  or
stockholder  agreements,  or  agreements  of  any  kind  for  the  purchase  or
acquisition  from  the  Company  of  any  of  its  securities.

               (d)  All  issued  and  outstanding shares of the Company's Common
Stock  (i)  have  been duly authorized and validly issued and are fully paid and
non-assessable, and (ii) were issued in compliance with all applicable state and
federal  laws  concerning  the  issuance  of  securities.

               (e)  The  rights, preferences, privileges and restrictions of the
Series  A  Shares are as stated in the Certificate of Incorporation. The Warrant
Shares  have  been  reserved  for  issuance  upon  exercise  of  the Warrants in
accordance  with  their  terms. When issued in compliance with the provisions of
this  Agreement  and  the  Certificate of Incorporation, and, in the case of the
Warrant  Shares,  in  accordance  with the Warrants, the Series A Shares and the
Warrant  Shares  will be validly issued, fully paid and non-assessable, and will
be  free  of  any  liens  or  encumbrances; provided, however, that the Series A
Shares  and  the Warrant Shares may be subject to restrictions on transfer under
state  and/or  federal  securities  laws  and  this  Agreement.

          3.4  Authorization; Binding Obligations. The Company has all corporate
right,  power  and  authority  to enter into this Agreement and the Registration
Rights  Agreement  and  to  consummate  the transactions contemplated hereby and
thereby.  All  corporate  action  on  the  part  of  the  Company, its officers,
directors and stockholders necessary for (i) the authorization of this Agreement
and  the  Registration Rights Agreement, (ii) the performance of all obligations
of the Company hereunder and thereunder, (iii) the authorization, sale, issuance
and  delivery  of the Series A Shares and the Warrants pursuant hereto, and (iv)
the  issuance  and delivery of the Warrant Shares upon exercise of the Warrants,
has  been  taken  or  will be taken prior to the Closing. This Agreement and the
Registration  Rights Agreement, when duly executed and delivered by the Company,
will  constitute  valid  and  binding obligations of the Company, enforceable in
accordance  with  their respective terms, subject to laws of general application
relating  to  bankruptcy,  insolvency and the relief of debtors and the rules of
law  governing  specific  performance,  injunctive  relief  or  other  equitable
remedies,  and  to  limitations  of  public policy. The sale and issuance of the
Units,  and  the  subsequent  exercise  of the Warrants, are not and will not be
subject  to  any  preemptive  rights  or  rights  of first refusal that have not
properly  been  waived  or  fulfilled.

                                        4


          3.5  Accuracy  of  Reports, Information Statement and Representations.
All  reports  required  to be filed by the Company within the two years prior to
the date of this Agreement (the "SEC Reports") under the Securities Act of 1934,
as  amended  (the  "Exchange Act"), have been duly filed with the Securities and
Exchange  Commission  (the  "SEC"),  and  complied  at the time of filing in all
material respects with the requirements of their respective forms and, except to
the  extent  updated or superseded by any subsequently filed report, to the best
of  the  Company's knowledge, were complete and correct in all material respects
as  of  the  dates  at which the information was furnished, and contained (as of
such  dates)  no  untrue  statements of a material fact nor omitted to state any
material  fact  necessary  in order to make the statements contained therein, in
light  of  the  circumstances  under  which  they were made, not misleading. The
Disclosure Statement of the Company dated March 2002 and any of the documents or
instruments  attached  thereto  as exhibits or incorporated therein by reference
(collectively, the Disclosure Statement"), when taken as a whole, do not contain
any  untrue  statement  of  a  material  fact  or  omit to state a material fact
necessary  in  order  to  make the statements contained therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

          3.6  Financial  Information.  The  financial statements of the Company
included  in  the  SEC  Reports  and  the  unaudited financial statements of the
Company  for  the  year  ended December 31, 2001, a copy of which has previously
been  delivered  to  each  Purchaser  as an exhibit to the Disclosure Statement,
comply  as  to  form  in  all  material  respects  with  applicable  accounting
requirements  and the published rules and regulations with respect thereto, have
been  prepared  in  accordance  with  generally  accepted  accounting principles
(except  that  the  financial  statements that are not audited do not have notes
thereto)  and  fairly  present  (subject  only,  in  the  case  of the unaudited
statements,  to  normal,  recurring audit adjustments) the financial position of
the  Company  as  of  the date thereof and the results of its operations and its
cash  flows  for  the  periods  then  ended.

          3.7  Liabilities.  Except as set forth in the SEC Reports, the Company
has  no  material  liabilities  and,  to  the best of its knowledge, no material
contingent  liabilities,  except  current  liabilities  incurred in the ordinary
course  of  business.

          3.8  Obligations  to  Related  Parties. Except as set forth in the SEC
Reports,  there  are  no  obligations  of  the  Company to any current or former
officers,  partners,  directors, stockholders, or employees of the Company other
than  (i)  for  payment  of salary for services rendered, (ii) reimbursement for
reasonable  expenses  incurred  on  behalf  of  the Company, and (iii) for other
standard  employee benefits made generally available to all employees (including
stock  option  agreements  outstanding  under  the  Stock  Option  Plan).

          3.9 Title to Properties and Assets; Liens, Etc. Except as set forth in
the SEC Reports, the Company has good and marketable title to its properties and
assets,  and  good  title  to  its leasehold estates, in each case subject to no
mortgage,  pledge,  lien,  lease,  encumbrance  or  charge, other than (a) those
resulting  from  taxes which have not yet become delinquent, and (b) minor liens
and  encumbrances which do not materially detract from the value of the property
subject  thereto  or  materially  impair  the  operations  of  the  Company. All
facilities, machinery, equipment, fixtures, vehicles and other properties owned,

                                        5


leased or used by the Company are in good operating condition and repair and are
reasonably  fit  and  usable for the purposes for which they are being used. The
Company  is in compliance with all material terms of each lease to which it is a
party  or  is  otherwise  bound  and  each such lease is enforceable against the
parties  thereto.

          3.10  Intellectual  Property. The Company owns or possesses sufficient
legal rights to all patents, trademarks, service marks, trade names, copyrights,
trade  secrets, licenses, information and other proprietary rights and processes
necessary  for  its  business  as  now conducted and as presently proposed to be
conducted, without any infringement of the rights of others. The Company owns or
possesses  sufficient  legal  rights  or  has  valid licenses to all third party
software  necessary  for its business as now conducted and as presently proposed
to  be  conducted.  Other  than  such  licenses  or  agreements arising from the
purchase  of  "off  the  shelf"  software  or  standard  products,  there are no
outstanding  options,  licenses  or  agreements  of  any  kind  relating  to the
foregoing  proprietary  rights,  nor  is  the Company bound by or a party to any
options,  licenses  or  agreements  of  any  kind  with  respect to the patents,
trademarks,  service  marks,  trade  names, copyrights, trade secrets, licenses,
information  and  other  proprietary rights and processes of any other person or
entity.

          3.11 Compliance with Other Instruments. The execution, delivery and/or
filing  by  the  Company  of  each  of  this  Agreement, the Registration Rights
Agreement,  the  Series  A  Preferred  Certificate  of  Designations,  and  the
certificates evidencing the Series A Shares and the Warrants, the performance by
the  Company of its obligations and undertakings contemplated under each of such
agreements  and  the  Certificate  of Incorporation, and the consummation of the
transactions  contemplated  under  each  of  such  agreements,  Certificate  of
Incorporation  and  certificates, does not and will not conflict with, or result
in  any  violation  of,  or default (with or without notice or lapse of time, or
both) under, or entitle any person to receipt of notice or to a right of consent
under,  or  give rise to a right of termination, cancellation or acceleration of
any  obligation  or  to  loss  of a material benefit under, or to any increased,
additional, accelerated or guaranteed rights or entitlement of any person under,
or result in the creation of any pledge, lien, encumbrance or charge upon any of
the  properties  or  assets  of  the  Company  under,  any  provision of (i) the
Certificate of Incorporation or the by-laws of the Company, (ii) any note, bond,
mortgage,  indenture,  deed  of  trust,  license,  lease,  contract, commitment,
agreement, instrument or arrangement to which the Company is a party or by which
any  of  its  respective  properties  or  assets  are  bound, (iii) any license,
franchise,  permit  or  other similar authorization held by the Company, or (iv)
any  judgment,  order  or  decree or statute, law, ordinance, rule or regulation
applicable  to  the  Company  or  its  respective  properties  or  assets.

          3.12  Absence  of Certain Changes. Since September 30, 2001, no event,
occurrence or circumstance has occurred which has resulted in a Material Adverse
Effect  or  that  reasonably  could  be expected to result in a Material Adverse
Effect.

          3.13  Litigation.  There are no pending, or to the Company's knowledge
threatened, legal or governmental proceedings against the Company, except as set
forth  in  the  Disclosure  Statement.

          3.14  Material Agreements. Except as set forth in the SEC Reports, the
Company  is  not  party  to any written or oral contract, instrument, agreement,
commitment,  obligation,  plan or arrangement, a copy of which would be required

                                        6


to  be  filed  with  the  SEC  as an exhibit to Form 10-K, Form 10-Q or Form 8-K
(each,  a  "Material  Agreement").  Except  as set forth in the SEC Reports, the
Company  has  in all material respects performed all the obligations required to
be performed by it to date under the Material Agreements, has received no notice
of  default  and,  to  the  best of the Company's knowledge it is not in default
under  any  Material  Agreement.


          3.15  Transactions  with  Affiliates.  Except  as set forth in the SEC
Reports,  there  are no loans, leases, agreement, contracts, royalty agreements,
management  contracts  or  arrangements  or  other  continuing transactions with
aggregate  obligations of any party exceeding $25,000 between (a) the Company or
any  of  its  customers or suppliers on the one hand, and (b) on the other hand,
any  officer,  employee, consultant or director of the Company or any person who
would be covered by Item 404(a) of Regulation S-K or any Company or other entity
controlled  by  such  officer,  employee,  consultant,  director  or  person.

          3.16  Tax  All  Federal,  state,  local  and  foreign income, profits,
franchise, sales, use, occupation, property, excise, employment, withholding and
other  tax  returns  and  tax  reports  required  to by filed by the Company for
periods  ending  on  or  prior to the relevant Closing Date have been or will be
filed  on  a  timely  basis  (including  any  extensions)  with  the appropriate
governmental  authorities in all jurisdictions in which such returns and reports
are  required  to  be  filed. All such returns and reports are and will be true,
correct  and  complete.  All  Federal, state, local and foreign income, profits,
franchise, sales, use, occupation, property, excise, employment, withholding and
other taxes (including interest, penalties and withholdings of tax) due from and
payable  by  the Company or otherwise required to be remitted by the Company, on
or  prior  to  the  relevant  Closing Date, have been or will be fully paid on a
timely  basis.  The Company is not currently the beneficiary of any extension of
time  within  which  to  file  any  tax return. No claim has ever been made by a
governmental  authority  in  a  jurisdiction where the Company does not file tax
returns  that  it is or may be subject to taxation by that jurisdiction, and the
Company  has  not  received any notice, or request for information from any such
authority.  No  issues have been raised with the Company by the Internal Revenue
Service  (the  "IRS")  or  any other taxing authority in connection with any tax
return  or  report  filed  by  the Company and there are no issues which, either
individually  or  in  the  aggregate,  could  result  in  any  liability for tax
obligations  of  the Company relating to periods ending prior to the date of the
Financial  Statements, in excess of the accrued liability for taxes shown on the
Financial  Statements.

          3.17  Employees. (a) The Company does not have, and never has had, any
collective  bargaining  agreements  with  any  of its employees and there are no
collective  bargaining  agreements  which  pertain  to employees of the Company.
There  is  no  labor  union  organizing  activity  pending  or, to the Company's
knowledge,  threatened  with respect to the Company. Except for Mike Liddell, no
employee  of  the  Company has been granted the right to continued employment by
the  Company or to any material compensation following termination of employment
with  the  Company. Hours worked by and payment made to employees of the Company
have  been  in  compliance  with  the  Fair  Labor  Standards  Act  or any other
applicable  labor  or employment law. The Company is not aware that any officer,
key  employee  or  group  of  employees  intends  to terminate his, her or their
employment  with  the  Company, nor does the Company have a present intention to
terminate  the  employment  of  any officer, key employee or group of employees.

                                        7

There  are  no  complaints  or  charges  against  the Company pending or, to the
Company's  knowledge,  threatened to be filed with any governmental authority or
arbitrator based on, arising out of or in connection with, or otherwise relating
to,  the  employment  or  termination  of  employment  by  the  Company  of  any
individual.

               (b)  Except  as  disclosed in the SEC Reports, the Company has no
pension, retirement, savings, deferred compensation, and profit-sharing plan and
each  stock option, stock appreciation, stock purchase, performance share, bonus
or  other  incentive  plan,  severance  plan,  health,  group insurance or other
welfare  plan,  or other similar plan and any "employee benefit plan" within the
meaning  of  Section 3(3) of the Employee Retirement Income Security Act of 1974
("ERISA"),  under  which  the  Company  has  any current or future obligation or
liability  or under which any employee or former employee (or beneficiary of any
employee  or  former  employee)  of  the  Company has or may have any current or
future  right  to  benefits  on account of employment with the Company (the term
"plan" shall include any contract, agreement, policy or understanding, each such
plan being hereinafter referred to individually as a "Plan"). Each Plan intended
to  be  tax  qualified  under Sections 401(a) and 501(a) of the Code is, and has
been determined by the IRS to be, tax qualified under Sections 401(a) and 501(a)
of  the  Code and, since such determination, no amendment to or failure to amend
any  such  Plan  or  any  other circumstance adversely affects its tax qualified
status.  There  has been no prohibited transaction within the meaning of Section
4975  of  the Code and Section 406 of Title I of ERISA with respect to any Plan.

               (c)     Except  as  disclosed  in  the  SEC  Reports,  no Plan is
subject  to the provisions of Section 412 of the Code or Part 3 of Subtitle B of
Title  I of ERISA or Title IV of ERISA.  During the past five years, neither the
Company  nor  any  business  or entity then controlling, controlled by, or under
common  control  with the Company contributed to or was obliged to contribute to
an  employee  pension  plan  that  was  subject  to  Title  IV  of  ERISA.

               (d)     Except  as  disclosed in the SEC Reports, the Company has
satisfied  all  funding,  compliance  and  reporting requirements for all Plans.
With  respect  to  each  Plan,  the  Company  has  timely paid all contributions
(including  employee  salary reduction contributions) and all insurance premiums
that  have  become  due  and  any  such expense accrued but not yet due has been
properly reflected in the Financial Statements.  The Company has no liabilities,
contingent  or  otherwise, including without limitation, liabilities for retiree
health,  retiree  life,  severance  or  retirement benefits, which are not fully
reflected  on  the  Company's  most  recent  balance  sheet contained in the SEC
Reports  or  not  fully  funded.  The  Company  has not terminated any "employee
pension benefit plan" as defined in Section 3(2) of ERISA or incurred or expects
to  incur  any  outstanding  liability  under  Title  IV  of  ERISA.

               (e)     Except  as set forth in the SEC Reports, no Plan provides
or  is  required  to  provide,  now  or  in the future, health, medical, dental,
accident,  disability,  death  or  survivor  benefits  to, or in respect of, any
person beyond termination of employment, except to the extent required under any
state  insurance law or under Part 6 of Subtitle B of Title I of ERISA and under
Section  4980(B) of the Code. No Plan covers any individual other than employees
of  the  Company, other than dependents or spouses of employees under health and
child  care  policies.

               (f)   None of the execution and delivery of this Agreement or the
Registration  Rights  Agreement  by  the parties thereto, the performance by any

                                        8

party to this Agreement or the Registration Rights Agreement of their respective
obligations  or undertakings contemplated thereunder, or the consummation of the
transactions  contemplated  thereby will (i) entitle any employee of the Company
to  severance pay or termination benefits or (ii) accelerate the time of payment
or  vesting,  or increase the amount of compensation due to any such employee or
former  employee.

          3.18 Registration Rights and Voting Rights. Except as set forth in the
Registration  Rights  Agreement  and the Warrant to Purchase Common Stock of the
Company  dated May 2001 issued to Gulfport Funding, the Company is presently not
under  any  obligation,  and  has not granted any rights, to register any of the
Company's  presently  outstanding  securities  or any of its securities that may
hereafter  be  issued.  Except for the Certificate of Incorporation and by-laws,
the  Company  is  not a party to any agreement with respect to the voting of any
capital  stock of the Company and, to the Company's knowledge, no stockholder of
the  Company has entered into any agreement with respect to the voting of equity
securities  of  the  Company.

          3.19 Compliance with Laws; Permits. The Company is not in violation of
any  applicable  statute,  ordinance, rule, regulation, interpretation, order or
restriction  of  any  domestic  or  foreign government or any instrumentality or
agency thereof in respect of the conduct of its business or the ownership of its
properties  which  violation  could  result  in  a  Material  Adverse Effect. No
governmental  orders,  permissions,  consents,  approvals  or authorizations are
required  to be obtained and no registrations or declarations are required to be
filed  in connection with either the execution and delivery of this Agreement or
the  Registration  Rights  Agreement or the issuance of the Series A Shares, the
Warrants  or  the  Warrant  Shares,  except  such  as  has been duly and validly
obtained  or  filed,  or with respect to any filings that must be made after the
Closing,  as  will  be  filed  in  a  timely  manner.

          3.20 Environmental and Safety Laws. The Company is not in violation of
any  applicable  statute,  law  or  regulation  relating  to  the environment or
occupational  health  and safety, and to its knowledge, no material expenditures
are  or  will be required in order to comply with any such existing statute, law
or  regulation.  Except  as disclosed in the SEC Reports, no Hazardous Materials
(as  defined  below)  are  used or have been used, stored, or disposed of by the
Company  or,  to  the Company's knowledge after reasonable investigation, by any
other person or entity on any property owned, leased or used by the Company. For
the  purposes  of  the  preceding sentence, "Hazardous Materials" shall mean (i)
materials  which are listed or otherwise defined as "hazardous" or "toxic" under
any  applicable  local,  state, federal and/or foreign laws and regulations that
govern  the existence and/or remedy of contamination on property, the protection
of the environment from contamination, the control of hazardous wastes, or other
activities  involving hazardous substances, including building materials or (ii)
any  petroleum  products  or  nuclear  materials.

          3.21  Offering Valid. Assuming the accuracy of the representations and
warranties of each of the Purchasers contained in Section 4.2 hereof, the offer,
sale  and issuance of Units (including the Series A Shares and the Warrants) and
the  issuance  of  the  Warrant  Shares,  upon exercise of the Warrants, will be
exempt  from  the  registration  requirements of the Securities Act of 1933 (the
"Securities  Act"),  and  will  have been registered or qualified (or are exempt
from  registration  and  qualification)  under  the  registration,  permit  or

                                        9

qualification  requirements of all applicable state securities laws. Neither the
Company  nor any agent on its behalf has solicited or will solicit any offers to
sell  or  has offered to sell or will offer to sell all or any part of the Units
to  any person or persons so as to bring the offer and sale of such Units by the
Company  within  the  registration provisions of the Securities Act or any state
securities  laws.

          3.22 Broker's Fees. Except for Gulfport Funding as provided in Section
6.10, no agent, broker, investment banker, person or firm acting on behalf of or
under  the  authority  of  the Company is or will be entitled to any broker's or
finder's fee or any other commission or fee directly or indirectly in connection
with  the  transactions  contemplated  herein.

          3.23  Insurance.   The  Company  maintains  insurance  policies  which
are  in  full  force and effect and are in amount and for coverage customary for
the  industry  in  which the Company operates.

     4.   Representations And Warranties  Of  The  Purchasers.

          Each  Purchaser  hereby  individually  represents  and warrants to the
Company as  follows:

          4.1  Requisite  Power  and  Authority. The Purchaser has all necessary
power  and  authority  under  all  applicable  provisions  of law to execute and
deliver  this  Agreement  and the Registration Rights Agreement and to carry out
their respective provisions. All action on the Purchaser's part required for the
lawful  execution  and  delivery  of  this Agreement and the Registration Rights
Agreement  have been or will be taken prior to the Closing. Upon their execution
and delivery, this Agreement and the Registration Rights Agreement will be valid
and  binding  obligations of the Purchaser, enforceable in accordance with their
terms, subject to laws of general application relating to bankruptcy, insolvency
and  he  relief  of debtors and the rules of law governing specific performance,
injunctive  relief  or  other  equitable  remedies, and to limitations of public
policy.

          4.2 Investment Representations. The Purchaser understands that neither
the  Units  (including  the  Series  A  Shares and the Warrants) nor the Warrant
Shares  have  been  registered  under  the  Securities  Act.  The Purchaser also
understands  that the Units (including the Series A Shares and the Warrants) and
the  Warrant  Shares  are  being  offered and sold pursuant to an exemption from
registration  contained in the Securities Act based in part upon the Purchaser's
representations contained in this Agreement. The Purchaser hereby represents and
warrants  as  follows:

               (a)  Purchaser Bears Economic Risk. The Purchaser has substantial
experience  in  evaluating  and  investing  in private placement transactions of
securities  in  companies  similar  to  the  Company  so  that  it is capable of
evaluating  the  merits  and  risks of its investment in the Company and has the
capacity  to  protect  its own interests. The Purchaser understands that it must
bear  the  economic  risk  of  this  investment indefinitely unless the Series A
Shares,  the  Warrants  or  the  Warrant  Shares  are registered pursuant to the
Securities  Act,  or  an exemption from registration is available. The Purchaser
understands  that,  except as provided in the Registration Rights Agreement with
respect  to  the  Warrant  Shares,  the  Company  has  no  present  intention or

                                       10

obligation  to register the Series A Shares, the Warrants, the Warrant Shares or
any  shares of its Common Stock. The Purchaser also understands that there is no
assurance  that any exemption from registration under the Securities Act will be
available  and  that,  even  if available, such exemption or the Company may not
allow  Purchaser  to  transfer  all  or  any portion of the Series A Shares, the
Warrants or the Warrant Shares under the circumstances, in the amounts or at the
times  the  Purchaser  might  propose.

               (b)  Acquisition  for Own Account. The Purchaser is acquiring the
Units (including the Series A Shares and the Warrants) and, upon exercise of the
Warrants,  the  Warrant  Shares  for  the Purchaser's own account for investment
only,  and  not  with  a  view  towards  their  distribution.

               (c)  Purchaser Can Protect Its Interest. The Purchaser represents
that by reason of its, or of its management's, business or financial experience,
the  Purchaser  has the capacity to protect its own interests in connection with
the  transactions  contemplated  in  this  Agreement and the Registration Rights
Agreement.  Further,  the  Purchaser  is  aware  of  no  publication  of  any
advertisement  in  connection  with  the  transactions  contemplated  in  this
Agreement.

               (d)  Accredited  Investor. The Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities Act.

     5.   Conditions  To  Closing.

          5.1  Conditions  to  Purchasers'  Obligations  at  the  Closing.  Each
Purchaser's  obligations  to  purchase  the  Units  at  the relevant Closing are
subject  to  the  satisfaction, at or prior to the relevant Closing Date, of the
following  conditions:

               (a)  Representations  and  Warranties  True;  Performance  of
Obligations. The representations and warranties made by the Company in Section 3
hereof shall be true and correct as of such Closing Date with the same force and
effect  as  if they had been made as of such Closing Date, and the Company shall
have performed all obligations and conditions herein required to be performed or
observed  by  it  on  or  prior  to  such  Closing.

               (b) Legal Investment. On such Closing Date, the sale and issuance
of  the  Units (including the Series A Shares and the Warrants) and the issuance
of  the  Warrant Shares upon exercise of the Warrants shall be legally permitted
by all laws and regulations to which the Purchasers and the Company are subject.


               (c)  Consents,  Permits,  and  Waivers.  The  Company  shall have
obtained  any and all consents, permits and waivers necessary or appropriate for
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
Registration  Rights  Agreement  (except  for  such  as may be properly obtained
subsequent  to  the  Closing).

               (d) Filing of Series A Preferred Certificate of Designations. The
Series  A  Preferred  Certificate of Designations shall have been filed with the
Secretary  of  State  of  the State of Delaware and shall continue to be in full
force  and  effect  as  of  such  Closing  Date.

                                       11

               (e)  Corporate Documents. The Company shall have delivered to the
Purchasers  or  their counsel, copies of such corporate documents of the Company
as  the  Purchasers  shall  reasonably  request.

               (f)  Reservation  of  Warrant Shares. The Warrant Shares issuable
upon  exercise  of the Warrants shall have been duly authorized and reserved for
issuance  upon  such  exercise.

               (g)  Compliance  Certificate. The Company shall have delivered to
the Purchasers a Compliance Certificate, executed by the Chief Executive Officer
of  the  Company,  dated  the  relevant  Closing  Date,  to  the effect that the
conditions  specified  in  subsections (a), (c), (d) and (f) of this Section 5.1
have  been  satisfied.

               (h)  Secretary's  Certificate. The Purchasers shall have received
from  the  Company's  Secretary,  a  certificate having attached thereto (i) the
Company's  Certificate  of Incorporation, certified by the Secretary of State of
the  State  of  Delaware,  as  in  effect  at  the time of the Closing, (ii) the
Company's  by-laws  as  in  effect at the time of the Closing, (iii) resolutions
approved  by  the Board of Directors of the Company authorizing the transactions
contemplated  hereby,  and  (iv)  good standing certificates (including tax good
standing)  with  respect  to  the  Company from the applicable authority(ies) in
Delaware  and  any  other  jurisdiction  in which the Company is qualified to do
business,  dated  a  recent  date  before  the  Closing.

               (i)  Registration  Rights  Agreement.   The  Registration  Rights
Agreement  shall  have  been  executed  and  delivered  by  the parties thereto.


               (j)  Proceedings  and  Documents.   All   corporate   and   other
proceedings  in  connection  with  the  transactions contemplated at the Closing
hereby  and all documents and instruments incident to such transactions shall be
reasonably  satisfactory  in  substance  and  form  to  the Purchasers and their
counsel,  and  the  Purchasers  and  their  counsel shall have received all such
counterpart originals or certified or other copies of such documents as they may
reasonably  request.

               (k)  Fees of Purchaser's Counsel. The Company shall have paid, in
accordance  with  Section  6.10,  the  fees  and disbursements of counsel to the
Purchasers  invoiced  at  Closing.

          5.2  Conditions  to  Obligations  of  the  Company5.2  Conditions  to
Obligations of the Company. The Company's obligation to issue and sell the Units
at  Closing to each Purchaser is subject to the satisfaction, on or prior to the
relevant  Closing  Date,  of  the  following  conditions:

               (a)  Representations and Warranties True. The representations and
warranties in Section 4 made by such Purchaser shall be true and correct at such
Closing  Date with the same force and effect as if they had been made as of such
Closing  Date.

               (b)  Performance  of  Obligations.  Such  Purchaser  shall  have
performed  and complied with all agreements and conditions herein required to be
performed or complied with by the Purchaser on or before such Closing.

                                       12

               (c)  Consents,  Permits,  and  Waivers.  The  Company  shall have
obtained  any and all consents, permits and waivers necessary or appropriate for
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
Registration  Rights  Agreement  (except  for  such  as may be properly obtained
subsequent  to  such  Closing).

     6.   Miscellaneous.

          6.1   Survival.    The  representations,  warranties,   covenants  and
agreements   made  herein  shall  survive   the  closing  of  the   transactions
contemplated  hereby.  All  statements  as  to  factual matters contained in any
certificate  or  other  instrument  delivered  by  or  on  behalf of the Company
pursuant hereto in connection with the transactions contemplated hereby shall be
deemed  to  be representations and warranties by the Company hereunder solely as
of  the  date  of  such  certificate  or  instrument.


          6.2  Benefits  of  Agreement.  Except  as otherwise expressly provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors  and  administrators of the
parties  hereto.

          6.3  Transfer Restrictions; Assignment. (a) None of the Purchasers may
assign  or  transfer  all or any portion of the Series A Shares or the Warrants,
this  Agreement  or  any  of  the rights and obligations hereunder or thereunder
without the prior written consent of the Company, which may be given or withheld
in  the  Company's  sole  discretion.  Any  instrument  purporting  to  make  an
assignment  in  violation  of  this  Section  6.3  shall  be  void.

               (b)  Each  certificate  representing  a Series A Share or Warrant
shall  be  stamped or otherwise imprinted with a legend substantially similar to
the  following  (in  addition  to  any  legend  required  under applicable state
securities  laws):

"THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN REGISTERED UNDER FEDERAL OR
APPLICABLE  STATE  SECURITIES  LAWS  AND  INSTEAD  ARE  BEING ISSUED PURSUANT TO
EXEMPTIONS  CONTAINED  IN  SAID  LAWS.  THE  SECURITIES  REPRESENTED  BY  THIS
CERTIFICATE  MAY  NOT  BE  TRANSFERRED  UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT  TO  SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933
(THE  "SECURITIES ACT") OR (2) GULFPORT ENERGY CORPORATION (THE "COMPANY") SHALL
HAVE  RECEIVED  AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY TO IT THAT NO
VIOLATION  OF  THE SECURITIES ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH
TRANSFER; PROVIDED THAT IN THE EVENT SUCH SECURITIES ARE TRANSFERRED PURSUANT TO
RULE 144, OR ANY SUCCESSOR RULE, UNDER THE SECURITIES ACT, NO SUCH OPINION SHALL
BE  REQUIRED  UNLESS  REQUESTED  IN  WRITING  BY  THE  TRANSFER  AGENT  OF  SUCH
SECURITIES.  THE  SECURITIES  EVIDENCED  HEREBY  ARE  SUBJECT  TO THE TERMS OF A
CERTAIN  SECURITIES  PURCHASE  AGREEMENT  BY  AND  AMONG THE COMPANY AND CERTAIN
STOCKHOLDERS  IDENTIFIED  THEREIN,  PROVIDING,  AMONG  OTHER THINGS, FOR CERTAIN
RESTRICTIONS  ON  TRANSFER  WITHOUT  THE CONSENT OF THE COMPANY.  A COPY OF SUCH
SECURITIES  PURCHASER  AGREEMENT  MAY  BE  OBTAINED  UPON WRITTEN REQUEST TO THE
COMPANY."

                                       13


          6.4  Entire  Agreement.  This  Agreement,  the  exhibits and schedules
hereto,  the  Registration  Rights  Agreement  and the other documents delivered
pursuant  hereto  constitute  the  full  and  entire understanding and agreement
between  the  parties  with  regard to the subjects hereof and no party shall be
liable  or  bound to any other in any manner by any representations, warranties,
covenants  and  agreements  except as specifically set forth herein and therein.
This  Agreement and the Registration Rights Agreement collectively supersede and
replace in its entirety that certain letter agreement dated March 8, 2002 by and
between  the  Company  and  Gulfport  Funding.

          6.5  Severability.  In  case  any provision of this Agreement shall be
invalid,  illegal or unenforceable, the validity, legality and enforceability of
the  remaining  provisions shall not in any way be affected or impaired thereby.

          6.6  Further  Assurances.  Each  party  agrees  to  execute such other
documents,  instruments, agreements and consents, and take such other actions as
may  be  reasonable  requested  by  the  other  parties hereto to effectuate the
purposes  of  this  Agreement.

          6.7  Amendment  and Waiver. This Agreement may be amended, modified or
waived  only  upon  the  written  consent  of  the  Company and the holders of a
majority  of  the  Series  A  Preferred  Shares  and a majority of the Warrants.

          6.8  Delays  or  Omissions.  It is agreed that no delay or omission to
exercise  any  right,  power  or  remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement, the Registration
Rights  Agreement  or  the  Certificate  of Incorporation, shall impair any such
right,  power  or  remedy,  nor shall it be construed to be a waiver of any such
breach,  default  or noncompliance, or any acquiescence therein, or of or in any
similar  breach,  default  or  noncompliance thereafter occurring. It is further
agreed  that any waiver, permit, consent or approval of any kind or character on
any  Purchaser's  part  of  any  breach,  default  or  noncompliance  under this
Agreement,  the  Registration  Rights  Agreement  or  under  the  Certificate of
Incorporation or any waiver on such party's part of any provisions or conditions
of  this  Agreement,  the  Registration  Rights Agreement, or the Certificate of
Incorporation  must  be  in  writing  and  shall be effective only to the extent
specifically  set  forth  in  such  writing.  All  remedies,  either  under this
Agreement,  the Registration Rights Agreement, the Certificate of Incorporation,
by  law,  or  otherwise  afforded  to  any  party,  shall  be cumulative and not
alternative.

          6.9  Notices.  All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party  to  be  notified,  (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail,
return  receipt  requested,  postage  prepaid, or (iv) one (1) day after d posit
with  a  nationally  recognized overnight courier, specifying next day delivery,
with  written  verification  of receipt. All communications shall be sent to the
Company  and  the Purchasers at the addresses as set forth on the signature page
hereof  or  at such other address as the Company or the Purchasers may designate
by  ten  (10)  days  advance  written  notice  to  the  other  parties  hereto.

                                       14

          6.10  Fees  and  Expenses.  Each  party  shall pay all costs, fees and
expenses that it incurs with respect to the negotiation, execution, delivery and
performance of this Agreement; provided, however, that the Company shall, at the
Closing,  pay  the  reasonable  fees  and  expenses  of  Reitler  Brown  LLC.

          6.11  Attorneys'  Fees.  In  the  event  that  any  suit  or action is
instituted  to  enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs,
and  expenses  of  enforcing  this Agreement, including without limitation, such
reasonable  fees  and  expenses  of  attorneys  and  accountants.

          6.12  Titles and Subtitles6.11 Titles and Subtitles. The titles of the
sections and subsections of this Agreement are for convenience of reference only
and  are  not  to  be  considered  in  construing  this  Agreement.

          6.13  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.

          6.14  Pronouns.  All  pronouns  contained  herein,  and any variations
thereof,  shall  be  deemed  to  refer  to  the  masculine, feminine or neutral,
singular  or  plural,  as  to  the  identity  of the parties hereto may require.

          6.15  GOVERNING  LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT  GIVING  EFFECT  TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS). EACH OF
THE  PARTIES  HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF  THE COURTS OF THE STATE OF NEW YORK AND OF THE FEDERAL COURTS SITTING IN THE
STATE  OF  NEW  YORK IN ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS  AGREEMENT.  EACH  OF  THE  PARTIES  AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING  OUT  OF  OR RELATING TO THIS AGREEMENT MUST BE LITIGATED EXCLUSIVELY IN
ANY  SUCH  STATE  OR  FEDERAL  COURT  THAT  SITS  IN  THE  CITY OF NEW YORK, AND
ACCORDINGLY,  EACH  PARTY  IRREVOCABLY  WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER  HAVE  TO  THE  LAYING OF THE VENUE OF ANY SUCH LITIGATION IN ANY SUCH
COURT.

          6.16 WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES THAT ANY ACTION OR
PROCEEDING  RELATING  TO  OR ARISING OUT OF, WHETHER DIRETLY OR INDIRECTLY, THIS
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT (A "LITIGATION"), SHALL BE TRIED
WITHOUT  A  JURY.  TO THAT END, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY  OF  ANY LITIGATION AND CERTIFIES THAT NO PERSON HAS REPRESENTED OR IMPLIED
TO  IT  THAT,  IN  THE  EVENT  OF  LITIGATION,  IT WOULD NOT SEEK TO ENFORCE THE
FOREGOING AGREEMENT AND WAIVER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BARGAINED
FOR  THE  TERMS  SET  FORTH IN THIS SECTION 6.16 AND, AS SUCH, THESE TERMS ARE A
PART  OF  THE  CONSIDERATION  EXCHANGED  TO  ENTER  INTO  THIS  AGREEMENT.

                                       15


General.  All  Exhibits  and  Schedules are hereby incorporated by reference and
made  a  part  of  this  Agreement.
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                                       16


     In Witness Whereof, each of the parties has caused this Securities Purchase
Agreement  to be duly executed and delivered as of the date first above written.


                                    Gulfport  Energy  Corporation

                                    By:
                                       -----------------------------------------
                                       Name:  Mike  Liddell
                                       Title:  Chief  Executive  Officer
                                       Address: 6307 Waterford Blvd., Suite 100
                                       Oklahoma  City,  OK  73118

                                    The  Purchasers:

                                    Gulfport  Funding,  LLC


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Address:



                                          --------------------------------------


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Address:













                             Schedule of Purchasers
                             ----------------------
--------------------------------------------------------------------------------
Purchasers' Name and Address  Purchase  Number  Total     Total Number of
                              Price     of      Number    Warrant Shares
                                        Units   of Series issuable upon exercise
                                                A Shares  of the Warrants
--------------------------------------------------------------------------------
Gulfport  Funding,  LLC
c/o  Wexford  Capital  Partners
411  W.  Putnam  Ave.
Greenwich,  CT  06830
--------------------------------------------------------------------------------

Other  Purchasers
--------------------------------------------------------------------------------


















                                List Of Exhibits
                                ----------------

Exhibit  A     Certificate  of  Designations  of  Series  A  Preferred  Stock

Exhibit  B     Certificate  of  Incorporation

Exhibit  C     Form  of  Registration  Rights  Agreement
























                          Gulfport Energy Corporation
                          Registration Rights Agreement

     This  Investor Rights Agreement (the "Agreement") is entered into as of the
29th  day  of  March, 2002, by and among Gulfport Energy Corporation, a Delaware
corporation  (the "Company"), Gulfport Funding LLC, a Delaware limited liability
company  ("Gulfport Funding"), and each other investor listed on the Schedule of
Investors  hereto  (together  with Gulfport Funding and their permitted assigns,
the  "Investors").

                                    Recitals

     Whereas,  the  Investors are purchasing certain securities from the Company
pursuant  to  that  certain  Securities  Purchase  Agreement  (the  "Purchase
Agreement")  of  even  date herewith among the Company, Gulfport Funding and the
other  Investors  (the  "Financing").

     Whereas, the obligations in the Purchase Agreement are conditioned upon the
execution  and  delivery  of  this  Agreement;  and
Whereas,  in  connection  with  the  consummation  of the Financing, the parties
desire  to  enter  into  this Agreement in order to grant registration and other
rights  to  the  Investors  as  set  forth  below.

     Now,  Therefore,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  agree  hereto  as  follows:

SECTION 1. General

     1.1   Definitions.  As  used in  this  Agreement the following terms  shall
have  the  following  respective  meanings:

          "Common Stock"means the Common Stock, par value $0.01 per share of the
Company.

          "Exchange  Act"  means  the  Securities  Exchange  Act  of  1934.

          "Form S-3"means such form under the Securities Act as in effect on the
date  hereof  or any successor or similar registration form under the Securities
Act  subsequently adopted by the SEC which permits inclusion or incorporation of
substantial  information  by  reference  to other documents filed by the Company
with  the  SEC.

          "Holder" means any person owning of record Registrable Securities that
have  not  been sold to the public or any assignee of record of such Registrable
Securities  in  accordance  with  Section  2.9  hereof.



          "Register,"  "registered,"  and  "registration"refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act,  and  the  declaration  or  ordering  of  effectiveness of such
registration  statement  or  document.

          "Registrable  Securities" means (a) Common Stock of the Company issued
or  issuable  upon  exercise  of  the  Warrants; and (b) any Common Stock of the
Company  issued  as  or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as a dividend or other distribution with
respect  to,  or  in  exchange  for  or  in  replacement  of, such Common Stock.
Notwithstanding  the  foregoing,  Registrable  Securities  shall not include any
securities  sold  by  a  person  to the public either pursuant to a registration
statement or Rule 144 or sold in a private transaction in which the transferor's
rights  under  Section  2  of  this  Agreement  are  not  assigned.

          "Registrable  Securities  then  outstanding" mean the number of shares
determined  by  calculating  the  total number of shares of the Company's Common
Stock  that  are  Registrable  Securities  and  either  (a)  are then issued and
outstanding  or  (b)  are  issuable  pursuant to then exercisable or convertible
securities. "Registration Expenses" mean all expenses incurred by the Company in
complying  with  Sections 2.2 and 2.3 hereof, including, without limitation, all
registration  and  filing  fees,  printing  expenses,  fees and disbursements of
counsel  for  the Company, reasonable fees and disbursements of a single special
counsel  for  the  Holders,  blue  sky fees and expenses, including the fees and
disbursements of blue sky counsel and the expense of any special audits incident
to  or  required  by  any  such  registration (but excluding the compensation of
regular  employees  of  the  Company  which  shall  be  paid in any event by the
Company).

          "SEC"  or  "Commission"  means the Securities and Exchange Commission.

          "Securities  Act" means the Securities Act of 1933. "Selling Expenses"
means all underwriting discounts and selling commissions applicable to the sale.

          "Series  A  Stock"  means  the  Company's  Cumulative Preferred Stock,
Series  A, par value $0.01 per share, issued in connection with the purchase and
sale  of  the  Units  pursuant  to  the  Purchase  Agreement.

          "Special  Registration  Statement"  means  a  registration  statement
relating  to  any  employee  benefit  plan  or  with  respect  to  any corporate
reorganization  or  other  transaction  under  Rule  145  of the Securities Act.

          "Warrants"  means  the  warrants,  each  of  which entitles the holder
thereof  to  purchase  250  shares (subject to adjustment) of Common Stock at an
exercise  price of $4.00 per share (subject to adjustment), issued in connection
with  the  purchase  and  sale  of the Units pursuant to the Purchase Agreement.

                                        2

          "Units"  shall mean the securities purchased by the Investors pursuant
to the Purchase Agreement, each of which is comprised of (i) one share of Series
A Stock  and  (ii)  one  Warrant.

SECTION 2. Restrictions  on  Transfer  and  Registration

     2.1  Restrictions  on  Transfer

          (a)  Each  Holder  agrees  not  to  make any disposition of all or any
portion  of the  Registrable  Securities  unless  and  until:

               (i)  There  is  then in effect a registration statement under the
Securities  Act  covering such proposed disposition and such disposition is made
in  accordance  with  such  registration  statement;  or

               (ii)  (A) The transferee has agreed in writing to be bound by the
terms  of this Agreement, (B) such Holder shall have notified the Company of the
proposed  disposition  and  shall  have  furnished  the  Company with a detailed
statement  of the circumstances surrounding the proposed disposition, and (C) if
reasonably  requested  by  the  Company,  such  Holder  shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such  disposition  will  not  require  registration  of  such  shares  under the
Securities  Act.

               (iii)  Notwithstanding  the provisions of paragraphs (i) and (ii)
above,  no  such registration statement or opinion of counsel shall be necessary
for a transfer (A) by a Holder which is a partnership, to its partners or former
partners  in  accordance  with partnership interests, (B) to the Holder's family
member  or trust for the benefit of an individual Holder or such Holder's family
member(s);  provided,  that  in  each case the transferee will be subject to the
terms  of  this  Agreement  to  the  same  extent  as if such transferee were an
original  Holder hereunder, (C) pursuant to Rule 144(k); provided, however, that
the  Company  must  be  satisfied in its reasonable discretion that the proposed
sale  of  securities fully qualifies with all Rule 144 requirements, or (D) to a
Holder's "affiliates", as the term "affiliates" is defined by the Securities Act
or  regulations  promulgated  under  the  Securities  Act.

          (b)  Each  certificate representing shares of Series A Stock, Warrants
or Registrable Securities shall (unless otherwise permitted by the provisions of
the  Agreement)  be  stamped  or otherwise imprinted with a legend substantially
similar  to  the  following (in addition to any legend required under applicable
state  securities  laws):

          "THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER
          FEDERAL  OR  APPLICABLE  STATE  SECURITIES  LAWS AND INSTEAD ARE BEING
          ISSUED  PURSUANT  TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SECURITIES
          REPRESENTED  BY  THIS  CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A
          REGISTRATION  STATEMENT  WITH  RESPECT  TO  SUCH  SECURITIES  SHALL BE
          EFFECTIVE  UNDER  THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR
          (2) GULFPORT ENERGY CORPORATION (THE "COMPANY") SHALL HAVE RECEIVED AN
          OPINION  OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF
          THE  SECURITIES  ACT  OR  SIMILAR  STATE ACTS WILL BE INVOLVED IN SUCH

                                        3


          TRANSFER;  PROVIDED  THAT IN THE EVENT SUCH SECURITIES ARE TRANSFERRED
          PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE, UNDER THE SECURITIES ACT,
          NO  SUCH  OPINION SHALL BE REQUIRED UNLESS REQUESTED IN WRITING BY THE
          TRANSFER AGENT OF SUCH SECURITIES. THE SECURITIES EVIDENCED HEREBY ARE
          SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND
          AMONG  THE  COMPANY  AND  CERTAIN  STOCKHOLDERS  IDENTIFIED  THEREIN,
          PROVIDING FOR. AMONG OTHER THINGS, CERTAIN RESTRICTIONS ON TRANSFER. A
          COPY  OF  SUCH  REGISTRATION  RIGHTS  AGREEMENT  MAY  BE OBTAINED UPON
          WRITTEN  REQUEST  TO  THE  COMPANY."

          (c)  The  Company  shall  be  obligated to reissue promptly unlegended
certificates  at  the  request  of  any  Holder thereof if the Holder shall have
obtained  an  opinion  of  counsel (which counsel may be counsel to the Company)
reasonably  acceptable to the Company to the effect that the securities proposed
to  be  disposed  of  may  lawfully  be  so  disposed  of  without registration,
qualification  or  legend.

     2.2  Piggyback  Registrations.  (a) The Company shall notify all Holders of
Registrable  Securities in writing at least twenty (20) days prior to the filing
of  any registration statement under the Securities Act for purposes of a public
offering  of  securities  of  the   Company  (including,  but  not  limited  to,
registration  statements  relating  to  secondary offerings of securities of the
Company,  but  excluding  Special  Registration Statements) and will afford each
such Holder an opportunity to include in such registration statement all or part
of  such  Registrable  Securities  held  by such Holder. Each Holder desiring to
include  in  any  such registration statement all or any part of the Registrable
Securities  held  by it shall, within twenty (20) days after the above-described
notice  from  the  Company,  so notify the Company in writing. Such notice shall
state  the  intended method of disposition of the Registrable Securities by such
Holder.  If a Holder decides not to include all of its Registrable Securities in
any  registration  statement  thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by  the  Company with respect to offerings of its securities, all upon the terms
and  conditions  set  forth  herein.

          (b)  Underwriting.  (i)  If the registration statement with respect to
which  the  Company  gives  notice under this Section 2.2 is for an underwritten
offering,  the Company shall so advise the Holders of Registrable Securities. In
such  event,  the  right  of  any  such  Holder to be included in a registration
pursuant  to  this  Section  2.2   shall  be  conditioned  upon   such  Holder's

                                        4


participation  in   such  underwriting  and  the  inclusion   of  such  Holder's
Registrable  Securities  in  the underwriting to the extent provided herein. All
Holders  proposing  to  distribute  their  Registrable  Securities  through such
underwriting  shall  enter into an underwriting agreement in customary form with
the  underwriter  or underwriters selected for such underwriting by the Company.
Notwithstanding  any  other  provision  of  this  Agreement,  if the underwriter
determines  in  good  faith  that  marketing factors require a limitation of the
number  of  shares to be underwritten, the number of shares that may be included
in  the  underwriting  shall be allocated, first, to the Company; second, to the
Holders  on a pro rata basis based on the total number of Registrable Securities
proposed  to  be  sold  in  the  offering held by the Holders; and third, to any
shareholder  of  the  Company  (other  than a Holder) on a pro rata basis. In no
event  will  shares  of  any  other  selling  shareholder  be  included  in such
registration  which  would  reduce the number of shares which may be included by
Holders  without  the  written consent of Holders of not less than sixty-six and
two-thirds  percent  (66 2/3%) of the Registrable Securities proposed to be sold
in  the  offering.

          (ii)  If any Holder disapproves of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the Company and
the  underwriter,  delivered  at  least  ten  (10)  business  days  prior to the
effective  date  of  the  registration  statement.  Any  Registrable  Securities
excluded  or  withdrawn  from  such underwriting shall be excluded and withdrawn
from  the  registration.

          (c)     Right  to Terminate Registration.  (i)  The Company shall have
the  right  to terminate or withdraw any registration initiated by it under this
Section  2.2  prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.  The Registration
Expenses  of  such  withdrawn  registration  shall  be  borne  by the Company in
accordance  with  Section  2.4  hereof.

          (d)     Registrations  effected pursuant to this Section 2.2 shall not
be  counted  as  Form  S-3  registrations  effected  pursuant  to  Sections 2.3.

     2.3  Form  S-3  Registration2.4  Form S-3 Registration. In case the Company
shall  receive  from  any  Holder  or  Holders  of a majority of the Registrable
Securities  (the  "Initiating  Holders")  a written request or requests that the
Company  effect a registration on Form S-3 (or any successor to Form S-3) or any
similar  short-form  registration  statement  and  any  related qualification or
compliance  with respect to all or a part of the Registrable Securities owned by
such  Holder  or  Holders,  the  Company  will:

          (a) promptly give written notice of the proposed registration, and any
related  qualification  or  compliance,  to  all  other  Holders  of Registrable
Securities;  and

          (b)  as  soon  as  practicable,  effect such registration and all such
qualifications  and  compliances  as  may be so requested and as would permit or
facilitate  the sale and distribution of all or such portion of such Holder's or
Holders'  Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
     joining  in such request as are specified in a written request given within
fifteen  (15)  days  after  receipt  of  such  written  notice from the Company;
provided,  however,  that the Company shall not be obligated to effect more than

                                        5


two  (2) registrations on Form S-3 and shall not be obligated to effect any such
registration,  qualification  or  compliance  pursuant  to  this  Section  2.3:

               (i)  if  Form  S-3  is  not  available  for  such offering by the
Holders;  or

               (ii)  if  the  Holders,  together  with  the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell  Registrable  Securities and such other securities (if any) at an aggregate
price  to  the  public of less than one million dollars ($1,000,000) (unless the
registration  request  is  for  all  remaining  Registrable  Securities).

          (c)  Subject  to  the  foregoing,  the  Company  shall file a Form S-3
registration  statement covering the Registrable Securities and other securities
so  requested  to  be  registered  as  soon  as practicable after receipt of the
request  or  requests  of the Holders. If the registration statement under which
the  Company  files  under  this  Section  2.3  is an underwritten offering, the
Company shall so advise the Holders of Registrable Securities. In such event the
right  of  any  Holder to be included in a registration pursuant to this Section
2.3  shall  be conditioned upon such Holder's participation in such underwriting
and the inclusion of such Holder's Registrable Securities in the underwriting to
the  extent   provided  herein.   All  Holders  proposing  to  distribute  their
Registrable  Securities  through   such   underwriting   shall   enter  into  an
underwriting  agreement  in  customary form with the underwriter or underwriters
selected  for  such  underwriting  by  the  Holders.

     2.4  Expenses  of  Registration.  Except as specifically  provided  herein,
all  Registration  Expenses  incurred in connection with each registration under
Section  2.2  or  Section  2.3 herein shall be borne by the Company. All Selling
Expenses incurred in connection with any registrations hereunder, shall be borne
by  the  holders  of  the  securities so registered pro rata on the basis of the
number  of  shares so registered. The Company shall not, however, be required to
pay  for  (i)  expenses of any registration proceeding begun pursuant to Section
2.3,  the  request  of  which  has been subsequently withdrawn by the Initiating
Holders  unless  (a)  the  withdrawal is based upon material adverse information
concerning  the  Company  of  which the Initiating Holders were not aware at the
time  of such request or (b) the Holders of sixty-six and two-thirds percent (66
2/3%)  of  Registrable  Securities  agree  to  forfeit their right to one demand
registration  pursuant  to Section 2.3, as applicable, in which event such right
shall  be  forfeited  by  all  Holders).  If the Holders are required to pay the
Registration Expenses, such expenses shall be borne by the holders of securities
(including Registrable Securities) requesting such registration in proportion to
the  number  of  shares  for which registration was requested. If the Company is
required  to  pay  the Registration Expenses of a withdrawn offering pursuant to
clause  (a)  above,  then the Holders shall not forfeit their rights pursuant to
Section  2.3  to  a  demand  registration.

     2.5  Obligations  of  the  Company.    Whenever  required   to   effect the
registration of any Registrable Securities, the Company shall, as  expeditiously
as  reasonably  possible:

          (a)  prepare  and,  after a request or demand (as the case may be) for
registration  has  been  given  to  the  Company,  file  with  the  Commission a
registration  statement  with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective; provided,

                                        6

that  the  Company  may  discontinue any registration of its securities which is
being  effected  pursuant to Section 2.2 at any time prior to the effective date
of  the  registration  statement;

          (b)  prepare  and  file  with  the  Commission  such  amendments   and
supplements  to  any  registration  statement  referred to in clause (i) of this
Section  2.5 and the prospectus used in connection therewith as may be necessary
to  keep such registration statement effective for a period not in excess of one
hundred  eighty  (180)  days  (except with respect to any registration statement
filed  pursuant  to Rule 415 under the Securities Act if the Company is eligible
to  file  a Form S-3 registration statement, in which case the Company shall use
its best efforts to keep such registration statement effective and updated until
such  time  as  all  of  the  Registrable  Securities  have  been disposed of in
accordance with the intended methods of disposition by the Holder or Holders set
forth  in  such registration statement) and to comply with the provisions of the
Securities  Act  with  respect  to the disposition of all Registrable Securities
covered by such registration statement during such period in accordance with the
intended  methods  of  disposition by the seller or sellers thereof set forth in
such  registration  statement;  provided,  that  before  filing  a  registration
statement  or  prospectus, or any amendments or supplements thereto, the Company
will  furnish  to  one counsel selected by the Holders holding a majority of the
Registrable  Securities  covered by such registration statement to represent all
Holders of Registrable Securities covered by such registration statement, copies
of  all  documents  proposed to be filed, which documents will be subject to the
review  of  such  counsel;

          (c)  if  such  registrable  securities  have not been registered under
Section 12 of the Exchange Act, prepare and, in any event within 40 days after a
request for registration has been given to the Company, file with the Commission
a  registration  statement with respect to such Registrable Securities under the
Exchange  Act  and  use its best efforts to cause such registration statement to
become effective; provided, that the Company may discontinue any registration of
its securities which is being effected pursuant to Section 2.2 at any time prior
to  the  effective  date  of  the  registration  statement;

          (d)  furnish to each seller of such Registrable Securities such number
of  copies  of  any  registration  statement  referred  to in clause (i) of this
Section 2.5 and of each amendment and supplement thereto (in each case including
all  exhibits),  such  number  of  copies  of  the  prospectus  included in such
registration  statement  (including  each  preliminary  prospectus  and  summary
prospectus),  and any other prospectus filed under Rule 424 under the Securities
Act  in  conformity  with the requirements of the Securities Act, and such other
documents  as  such  seller  may  reasonably  request;

          (e)  use  its  best  efforts  to  register or qualify such Registrable
Securities  covered  by  any registration statement referred to in clause (i) of
this  Section  2.5  under  such  other  securities  or  blue  sky  laws  of such
jurisdictions  as  each  seller  of such Registrable Securities shall reasonably
request,  and  do  any  and  all  other  acts and things which may be reasonably
necessary  or  advisable  to enable such seller to consummate the disposition in
such  jurisdictions  of  the Registrable Securities owned by such seller, except
that the Company shall not for any such purpose be required to qualify generally
to  do  business as a foreign corporation in any jurisdiction where, but for the
requirements of this clause (v), it would not be obligated to be so qualified or
to  consent  to  general  service  of  process  in  any  such  jurisdiction;

                                        7

          (f)  use its best efforts to cause such Registrable Securities covered
by  a  registration  statement  to  be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers  thereof  to  consummate the disposition of such Registrable Securities;

          (g) notify each seller of any such Registrable Securities covered by a
registration  statement,  at  any  time  when  a  prospectus relating thereto is
required  to  be  delivered  under the Securities Act, of the Company's becoming
aware  that  the  prospectus included in such registration statement, as then in
effect,  includes  an  untrue  statement  of a material fact or omits to state a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading in the light of the circumstances then existing, and at
the  request of any such seller, prepare and furnish to such seller a reasonable
number of copies of an amended or supplemental prospectus as may be necessary so
that,  as  thereafter  delivered  to the sellers of such Registrable Securities,
such prospectus shall not include 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  in  the  light  of  the circumstances then
existing;

          (h) otherwise use its best efforts to comply with all applicable rules
and  regulations  of the Commission, and make available to its security holders,
as  soon as reasonably practicable (but not more than eighteen months) after the
effective  date of the registration statement, an earnings statement which shall
satisfy  the provisions of Section 11(a) of the Securities Act and the rules and
regulations  promulgated  thereunder;

          (i)  use  its  best efforts to list such Registrable Securities on any
securities  exchange  or  automated quotation system if (A) requested by Holders
holding  a  majority of such Registrable Securities and (B) such listing is then
permitted  under the rules of such exchange or system, and to provide a transfer
agent  and  registrar  for such Registrable Securities covered by a registration
statement  not  later  than  the  effective date of such registration statement;

          (j)  enter  into  such customary agreements (including an underwriting
agreement  in  customary  form)  and  take  such  other  actions as sellers of a
majority  of such Registrable Securities or the underwriters, if any, reasonably
request  in  order to expedite or facilitate the disposition of such Registrable
Securities;

          (k)  obtain  a  "cold  comfort"  letter  or letters from the Company's
independent  public  accountants  in  customary form and covering matters of the
type customarily covered by "cold comfort" letters as the seller or sellers of a
majority  of  such  Registrable  Securities  shall  reasonably  request;

          (l) obtain an opinion of counsel for the Company in customary form and
covering matters of the type customarily covered in opinions of issuer's counsel
as  the  seller  or  sellers  of a majority of such Registrable Securities shall
reasonably  request;  and

          (m)  make  available  for inspection by any seller of such Registrable
Securities covered by a registration statement, by any underwriter participating
in any disposition to be effected pursuant to such registration statement and by
any  attorney, accountant or other agent retained by any such seller or any such

                                        8

underwriter,  all  pertinent  financial  and  other records, pertinent corporate
documents  and  properties  of  the  Company,  and  cause  all  of the Company's
officers, directors and employees to supply all information reasonably requested
by  any  such  seller,  underwriter, attorney, accountant or agent in connection
with  such  registration  statement.

     2.6  Termination of  Registration Rights.  A Holder's  registration  rights
shall  expire  if all Registrable Securities held by and issuable to such Holder
(and  its affiliates, partners, former partners, members and former members) may
be  sold  under  Rule  144  during  any  ninety  (90)  day  period.

     2.7  Furnishing  Information.    It  shall  be  a  condition  precedent  to
the obligations of the Company to take any action pursuant to Section 2.2 or 2.3
that the selling Holders shall furnish to the Company such information regarding
themselves,  the  Registrable Securities held by them and the intended method of
disposition  of  such securities as shall be required to effect the registration
of  their  Registrable  Securities.

     2.8  Indemnification.    In  the  event  any  Registrable  Securities   are
included in a registration statement under Sections 2.2 or 2.3:

          (a)  To  the  extent  permitted by law, the Company will indemnify and
hold  harmless each Holder, the partners, officers and directors of each Holder,
any  underwriter  (as  defined  in  the Securities Act) for such Holder and each
person,  if  any,  who controls such Holder or underwriter within the meaning of
the  Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities  (joint  or  several)  to  which  they  may become subject under the
Securities  Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of  or  are  based upon any of the following statements, omissions or violations
(collectively a "Violation") by the Company: (i) any untrue statement or alleged
untrue  statement  of  a material fact contained in such registration statement,
including  any  preliminary  prospectus or final prospectus contained therein or
any  amendments or supplements thereto, (ii) the omission or alleged omission to
state  therein  a  material  fact required to be stated therein, or necessary to
make  the  statements  therein not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the Securities Act, the Exchange Act, any state
securities  law  or any rule or regulation promulgated under the Securities Act,
the  Exchange  Act  or  any state securities law in connection with the offering
covered  by such registration statement; and the Company will pay as incurred to
each  such Holder, partner, officer, director, underwriter or controlling person
for  any  legal or other expenses reasonably incurred by them in connection with
investigating  or  defending  any such loss, claim, damage, liability or action;
provided  however, that the Company shall not be liable in any such case for any
such  loss,  claim, damage, liability or action to the extent that it arises out
of  or is based upon a Violation which occurs in reliance upon and in conformity
with  written  information  furnished  expressly for use in connection with such
registration  by  such  Holder,  partner,  officer,  director,  underwriter  or
controlling  person  of  such  Holder.

          (b)  To  the extent permitted by law, each Holder will, if Registrable
Securities  held  by such Holder are included in the securities as to which such
registration  qualifications or compliance is being effected, indemnify and hold
harmless  the  Company,  each of its directors, its officers and each person, if
any,  who  controls  the  Company  within the meaning of the Securities Act, any

                                        9

underwriter  and  any  other  Holder  selling securities under such registration
statement  or  any of such other Holder's partners, directors or officers or any
person  who  controls  such  Holder,  against  any  losses,  claims,  damages or
liabilities  (joint  or  several)  to  which  the  Company or any such director,
officer,  controlling  person,  underwriter  or  other  such Holder, or partner,
director,  officer or controlling person of such other Holder may become subject
under  the  Securities  Act,  the  Exchange  Act  or other federal or state law,
insofar  as  such  losses, claims, damages or liabilities (or actions in respect
thereto)  arise  out  of  or  are  based upon any Violation, in each case to the
extent  (and only to the extent) that such Violation occurs in reliance upon and
in  conformity  with  written  information  furnished  by  such  Holder under an
instrument duly executed by such Holder and stated to be specifically for use in
     connection  with  such  registration;  and  each  such  Holder  will pay as
incurred  any  legal or other expenses reasonably incurred by the Company or any
such  director,  officer,  controlling  person,  underwriter or other Holder, or
partner,  officer,  director  or  controlling  person  of  such  other Holder in
connection  with  investigating  or  defending  any  such  loss,  claim, damage,
liability  or  action  if  it  is  judicially  determined  that there was such a
Violation;  provided,  however,  that in no event shall any indemnity under this
Section  2.8  exceed the net proceeds from the offering received by such Holder.

          (c)  Promptly after receipt by an indemnified party under this Section
2.8  of  notice  of  the  commencement of any action (including any governmental
action),  such  indemnified  party  will, if a claim in respect thereof is to be
made  against  any  indemnifying  party  under  this Section 2.8, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof  and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the parties; provided, however, that an indemnified party shall
have  the right to retain its own counsel, with the fees and expenses to be paid
by  the  indemnifying  party, if representation of such indemnified party by the
counsel  retained by the indemnifying party would be inappropriate due to actual
or  potential  differing  interests between such indemnified party and any other
party  represented  by  such  counsel in such proceeding. The failure to deliver
written  notice  to  the  indemnifying  party  within  a  reasonable time of the
commencement of any such action will not relieve it of any liability that it may
have  to  any  indemnified party otherwise than under this Section 2.8 except to
the  extent  that  the  indemnifying  party  has  been  materially  prejudiced.

          (d) If the indemnification provided for in this Section 2.8 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect  to  any  losses, claims, damages or liabilities referred to herein, the
indemnifying  party,  in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid or
payable  by  such  indemnified  party as a result of such loss, claim, damage or
liability  in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the Violation(s) that resulted in such loss, claim, damage or
liability,  as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by  a  court  of  law by reference to, among other things, whether the untrue or
alleged  untrue statement of a material fact or the omission to state a material

                                       10

fact  relates  to  information  supplied  by  the  indemnifying  party or by the
indemnified  party  and  the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission;
provided,  that  in no event shall any contribution by a Holder hereunder exceed
the  net  proceeds  from  the  offering  received  by  such  Holder.

          (e)  The obligations of the Company and Holders under this Section 2.8
shall  survive  completion  of  any  offering  of  Registrable  Securities  in a
registration  statement  and  the termination of this agreement. No indemnifying
party,  in  the  defense of any such claim or litigation, shall, except with the
consent  of  each  indemnified  party, consent to entry of any judgment or enter
into  any settlement which does not include as an unconditional term thereof the
giving  by the claimant or plaintiff to such indemnified party of a release from
all  liability  in  respect  to  such  claim  or  litigation.

     2.9  Assignment of Registration  Rights2.10     Assignment  of Registration
Rights.  The  rights  to  cause  the  Company to register Registrable Securities
pursuant to this Section 2 may be assigned by a Holder to a permitted transferee
or assignee of Registrable Securities which (a) is a subsidiary, parent, general
partner, limited partner, retired partner, member or retired member of a Holder,
(b)  is  a  Holder's  family  member  or  trust for the benefit of an individual
Holder,  or  (c)  is acquiring at least one hundred thousand (100,000) shares of
Registrable  Securities  (as  adjusted  for  stock  splits   and  combinations);
provided,  however, (i) the transferor shall, at within ten (10) days after such
transfer,  furnish to the Company written notice of the name and address of such
transferee  or  assignee  and  the  securities   with  respect   to  which  such
registration  rights  are being assigned and (ii) such transferee shall agree to
be  subject  to  all  restrictions  set  forth  in  this  Agreement.

     2.10 Limitation on Subsequent Registration  Rights.  Other than as provided
in  Section  3.12,  after  the  date  of  this Agreement, the Company shall not,
without  the prior written consent of the Holders of at least a majority (50.1%)
of  the  Registrable  Securities then outstanding, enter into any agreement with
any  holder  or  prospective  holder of any securities of the Company that would
grant  such  holder registration rights pari passu or senior to those granted to
the  Holders  hereunder.

     2.11 "Holder  Market  Stand-Off"  Agreement. (a) Each Holder hereby  agrees
that  such  Holder  shall  not sell, transfer, make any short sale of, grant any
option  for  the  purchase  of, or enter into any hedging or similar transaction
with  the same economic effect as a sale, any Common Stock (or other securities)
of  the  Company  held  by  such  Holder  (other  than  those  included  in  the
registration)  for  a period specified by the representative of the underwriters
of  Common  Stock  of  the  Company not to exceed ninety (90) days following the
effective  date  of a registration statement registering Common Stock; provided,
that  all  officers  and  directors  of  the Company and holders of at least one
percent  (1%)  of the Company's voting securities enter into similar agreements.

     (b) The Company hereby agrees that it will cause its officers and directors
and  holders  of at least one percent (1%) of its voting securities not to sell,
transfer, make any short sale of, grant any option for the purchase of, or enter
into any hedging or similar transaction with the same economic effect as a sale,
any  Common Stock (or other securities) of the Company held by such officers and
directors  and  holders  of  at  least one percent (1%) of its voting securities
(other  than  those  included in the registration) for a period specified by the

                                       11

representative  of the underwriters of Common Stock (or other securities) of the
Company  not  to  exceed  ninety  (90)  days  following  the effective date of a
registration statement of the Company filed under the Securities Act pursuant to
Section  2.3.

     2.12 Rule 144 Reporting.  With a view to making available  to  the  Holders
the  benefits  of  certain rules and regulations of the SEC which may permit the
sale  of  the  Registrable  Securities  to  the public without registration, the
Company  agrees  to  use  its  best  efforts  to:

          (a)  Make  and  keep  public information available, as those terms are
understood  and  defined  in  SEC  Rule  144  or  any  similar or analogous rule
promulgated  under  the Securities Act, at all times after the effective date of
the first registration filed by the Company for an offering of its securities to
the  general  public;

          (b)  File  with  the  SEC,  in  a timely manner, all reports and other
documents required  of  the  Company  under  the  Exchange  Act;  and

          (c)  So  long  as  a  Holder owns any  Registrable Securities, furnish
to  such Holder forthwith upon request: a written statement by the Company as to
its  compliance  with  the  reporting  requirements  of  said  Rule  144  of the
Securities Act, and of the Exchange Act (at any time after it has become subject
to  such  reporting requirements); a copy of the most recent annual or quarterly
report  of  the  Company;  and  such other reports and documents as a Holder may
reasonably  request  in  availing  itself  of  any rule or regulation of the SEC
allowing  it  to  sell  any  such  securities  without  registration.

SECTION 3.  Miscellaneous

     3.1    Survival. The representations, warranties, covenants, and agreements
made  herein  shall survive the closing of the transactions contemplated hereby.
All  statements  as  to  factual  matters  contained in any certificate or other
instrument  delivered  by  or  on  behalf  of  the  Company  pursuant  hereto in
connection  with  the  transactions  contemplated  hereby  shall be deemed to be
representations and warranties by the Company hereunder solely as of the date of
such  certificate  or  instrument.

     3.2   Successors  and  Assigns.  Except  as  otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors  or legal representatives of the parties hereto and shall
inure  to the benefit of and be enforceable by each person who shall be a holder
of  Registrable  Securities from time to time and who has become a party to this
Agreement  by  executing and delivering an additional counterpart signature page
to  this  Agreement; provided, however, that prior to the receipt by the Company
of adequate written notice (specifying the full name and address of any proposed
transferee)  of,  and the written consent of the Company to, the transfer of any
Registrable  Securities, the Company may deem and treat the person listed as the
holder  of  such  shares in its records as the absolute owner and holder of such
shares  for  all  purposes, including the payment of dividends or any redemption
price.  Notwithstanding the foregoing, the Company may not assign this Agreement
without  the prior written consent of the Holders of at least a majority (50.1%)
of  the  Registrable  Securities.

     3.3  Entire  Agreement.  This  Agreement  constitutes  the  full and entire
understanding  and  agreement  between  the  parties with regard to the subjects
hereof  and  no party shall be liable or bound to any other in any manner by any

                                       12

representations, warranties, covenants and agreements except as specifically set
forth  herein  and  therein.

     3.4  Third Party Beneficiaries.  This  Agreement is for the sole benefit of
the  parties  hereto  and  not  for  the  benefit  of  any  third  party.

     3.5  Severability.  In  the  event  one  or more  of the provisions of this
Agreement  should,  for  any  reason,  be  held  to  be  invalid,  illegal  or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  any  other  provisions of this Agreement, and this Agreement
shall  be  construed  as if such invalid, illegal or unenforceable provision had
never  been  contained  herein.

     3.6  Amendment  and  Waiver.

          (a)  Except  as  otherwise  expressly  provided, this Agreement may be
amended or modified only upon the written consent of the Company and the holders
of  at  least  a  majority  (50.1%)  of  the  Registrable  Securities.

          (b)  Except  as  otherwise  expressly provided, the obligations of the
Company  and  the  rights of the Holders under this Agreement may be waived only
with  the  written  consent of the holders of at least a majority (50.1%) of the
Registrable Securities.

          (c) For the purposes of determining the number of Holders or Investors
entitled to vote or exercise any rights hereunder, the Company shall be entitled
to rely solely on the list of record holders of its stock as maintained by or on
behalf  of  the  Company.

     3.7  Delays  or  Omissions.  It is agreed that  no  delay  or  omission  to
exercise  any  right,  power, or remedy accruing to any Holder, upon any breach,
default  or  noncompliance  of the Company under this Agreement shall impair any
such  right,  power,  or remedy, nor shall it be construed to be a waiver of any
such  breach,  default  or noncompliance, or any acquiescence therein, or of any
similar  breach,  default  or  noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any Holder's part of any breach, default or noncompliance under the Agreement or
any  waiver  on  such  Holder's  part  of  any  provisions or conditions of this
Agreement  must  be  in  writing  and  shall  be  effective  only  to the extent
specifically  set  forth  in  such  writing.  All  remedies,  either  under this
Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not
alternative.

     3.8  Notices.  All  notices  required  or  permitted hereunder shall be  in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (c) five
(5)  days after having been sent by registered or certified mail, return receipt
requested,  postage  prepaid, or (d) one (1) day after deposit with a nationally
recognized  overnight  courier,  specifying  next  day  delivery,  with  written
verification  of  receipt.  All  communications shall be sent to the party to be
notified  at the address as set forth on the signature pages hereof or Exhibit A
hereto  or  at  such  other address as such party may designate by ten (10) days
advance  written  notice  to  the  other  parties  hereto.

                                       13

     3.9   Attorneys'  Fees.  In the event that any suit or action is instituted
to enforce any provision in this Agreement, the prevailing party in such dispute
shall  be entitled to recover from the losing party all fees, costs and expenses
of  enforcing  any  right of such prevailing party under or with respect to this
Agreement,  including  without  limitation, such reasonable fees and expenses of
attorneys  and  accountants,  which shall include, without limitation, all fees,
costs  and  expenses  of  appeals.

     3.10  Titles and  Subtitles.  The titles of the sections and subsections of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered  in  construing  this  Agreement.

     3.11  Counterparts.    This  Agreement  may  be  executed  in any number of
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.

     3.12  Additional  Investors.    Notwithstanding  anything  to  the contrary
contained herein, if the Company shall issue additional Warrants pursuant to the
Purchase  Agreement  (as contemplated by Section 2.3 of the Purchase Agreement),
the purchaser of such Warrants may become a party to this Agreement by executing
and  delivering  an  additional counterpart signature page to this Agreement and
shall  be  deemed  an  "Investor"  hereunder.

     3.13  GOVERNING  LAW.    THIS  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
ANY  CHOICE  OR  CONFLICT  OF  LAWS  PROVISIONS).

     3.14  CONSENT  TO  JURISDICTION.   EACH  INVESTOR  AND  THE  COMPANY HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY  SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR
STATE COURT OF NEW YORK SITTING IN NEW YORK CITY AND IRREVOCABLY AGREES THAT ALL
ACTIONS  OR  PROCEEDINGS  ARISING  OUT  OF  OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS  CONTEMPLATED HEREBY SHALL BE LITIGATED EXCLUSIVELY IN SUCH COURTS.
EACH  INVESTOR  AND  THE  COMPANY  AGREES  NOT  TO COMMENCE ANY LEGAL PROCEEDING
RELATED  HERETO EXCEPT IN SUCH COURT.  EACH INVESTOR AND THE COMPANY IRREVOCABLY
WAIVES  ANY  OBJECTION WHICH HE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE  VENUE  OF  ANY  SUCH  PROCEEDING  IN  ANY  SUCH  COURT  and  hereby further
irrevocably  and  unconditionally waives and agrees not TO plead or claim in any
such  court  that  any such action, suit or proceeding brought in any such court
HAS  BEEN  BROUGHT  IN  AN  INCONVENIENT  FORUM.

     3.15     WAIVER  OF  JURY  TRIAL.  EACH  PARTY HERETO HEREBY WAIVES, TO THE
FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY  IN  RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR  IN  CONNECTION WITH THIS AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR  OTHERWISE,  THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT HE OR IT AND THE OTHER
PARTIES  HERETO  HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER

                                       14


THINGS,  THE  MUTUAL  WAIVERS  AND  CERTIFICATIONS  IN  THIS  SECTION  3.15.

               [remainder of this page intentionally left blank.]



































                                       15



     In  Witness  Whereof,  the  parties  hereto have executed this Registration
Rights  Agreement  as  of  the  date  set  forth  in the first paragraph hereof.

                                       COMPANY:

                                       Gulfport  Energy  Corporation


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Address:



                                       INVESTORS:

                                       Gulfport  Funding,  LLC


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Address:





                                          --------------------------------------

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Address:










                              Schedule of Investors
                              ---------------------

  [To be provided to each Investor after the close of the Offering on April 15,
                                      2002]






























                                       17

THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER FEDERAL OR
APPLICABLE  STATE  SECURITIES  LAWS  AND  INSTEAD  ARE  BEING ISSUED PURSUANT TO
EXEMPTIONS  CONTAINED  IN   SAID  LAWS.  THE  SECURITIES   REPRESENTED  BY  THIS
CERTIFICATE  MAY  NOT  BE  TRANSFERRED  UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT  TO  SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933
(THE  "SECURITIES ACT") OR (2) GULFPORT ENERGY CORPORATION (THE "COMPANY") SHALL
HAVE  RECEIVED  AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY TO IT THAT NO
VIOLATION  OF  THE SECURITIES ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH
TRANSFER; PROVIDED THAT IN THE EVENT SUCH SECURITIES ARE TRANSFERRED PURSUANT TO
RULE 144, OR ANY SUCCESSOR RULE, UNDER THE SECURITIES ACT, NO SUCH OPINION SHALL
BE  REQUIRED  UNLESS  REQUESTED  IN  WRITING  BY  THE  TRANSFER  AGENT  OF  SUCH
SECURITIES.  THE  SECURITIES  EVIDENCED  HEREBY  ARE  SUBJECT  TO THE TERMS OF A
CERTAIN  SECURITIES  PURCHASE  AGREEMENT  BY  AND  AMONG THE COMPANY AND CERTAIN
STOCKHOLDERS  IDENTIFIED  THEREIN,  PROVIDING,  AMONG  OTHER THINGS, FOR CERTAIN
RESTRICTIONS  ON  TRANSFER  WITHOUT  THE CONSENT OF THE COMPANY.  A COPY OF SUCH
SECURITIES  PURCHASE  AGREEMENT  MAY  BE  OBTAINED  UPON  WRITTEN REQUEST TO THE
COMPANY.


                                    WARRANT

                                       TO

                              PURCHASE COMMON STOCK

                                       OF

                          GULFPORT ENERGY CORPORATION

     This  certifies  that, for good and valuable consideration, Gulfport Energy
Corporation, a Delaware corporation (the "Company"), grants to [________] or its
registered  assigns  (the  "Warrantholder"),  the  right  to  subscribe  for and
purchase from the Company the number of duly authorized and validly issued fully
paid  and  non-assessable  shares of common stock, par value $0.01 per share, of
the  Company  (the  "Common  Stock") set forth in Subsection 1.1 at the Exercise
Price  (as defined in Subsection 1.2).  This Warrant shall be exercisable at any
time,  and  from  time  to  time,  from  and after the date hereof (the "Initial
Exercise  Date")  to  and including 5:00 P.M., Central Standard Time on the date
that  is ten years after the Initial Exercise Date (the "Expiration Date").  The
Exercise  Price  and the number of Warrant Shares are subject to adjustment from
time  to  time  as  provided  in  Section  6.

SECTION 1.  NUMBER  OF  WARRANT  SHARES;  EXERCISE  PRICE.

     1.1.   NUMBER OF  WARRANT  SHARES.  The  Warrantholder shall initially have
the  right  to  subscribe for and purchase hereunder [__] shares of Common Stock



(the  "Warrant  Shares").  The  number  of Warrant Shares that the Warrantholder
shall  have  the right to subscribe for and purchase from the Company is subject
to  adjustment  as  provided  in  Section  6.

     1.2.   EXERCISE PRICE.  The  exercise  price  per  Warrant  Share  shall be
$4.00,  subject  to  adjustment as provided in Section 6 (the "Exercise Price").

SECTION 2.  DURATION  AND  EXERCISE  OF WARRANT;  LIMITATION ON EXERCISE; TAXES;
            TRANSFER;  DIVISIBILITY.

     2.1.   DURATION AND  EXERCISE  OF  WARRANT.  This  Warrant  is  immediately
exercisable  on  the  Initial Exercise Date and may be exercised, in whole or in
part, at any time and from time to time from and after the Initial Exercise Date
to the Expiration Date.  The rights represented by this Warrant may be exercised
by  the  Warrantholder of record, in whole or in part, from time to time, by (a)
surrender  of this Warrant, accompanied by the Exercise Form annexed hereto (the
"Exercise Form") duly executed by the Warrantholder of record and specifying the
number  of  Warrants  Shares to be purchased to the Company at the office of the
Company  located  at  6307  Waterford  Blvd., Suite 100, Oklahoma City, Oklahoma
73118,  Attention:  Lisa  Holbrook,  Esq. (or such other office or agency of the
Company  as  it  may  designate by notice to the Warrantholder at the address of
such  Warrantholder  appearing  on  the  books  of  the  Company), during normal
business  hours on any day (a "Business Day") other than a Saturday, Sunday or a
day  on which the New York Stock Exchange is authorized to close (a "Nonbusiness
Day"),  or  after  9:00 A.M. Central Standard Time on the Initial Exercise Date,
but  not  later  than 5:00 P.M. Central Standard Time on the Expiration Date (or
5:00  P.M.  on  the  next  succeeding  Business Day, if the Expiration Date is a
Nonbusiness  Day),  (b)  payment  of  the  Exercise Price by (i) delivery to the
Company  in  cash  or  by  certified or official bank check in New York Clearing
House  Funds, of an amount equal to the Exercise Price for the number of Warrant
Shares  specified  in  the  Exercise  Form, (ii) delivery to the Company of such
number  of  shares  of Cumulative Preferred Stock, Series A, par value $0.01 per
share,  of  the  Company having a Liquidation Preference plus accrued and unpaid
dividends,  if any, equal to the Exercise Price for the number of Warrant Shares
specified  in  the  Exercise  Form, (iii) a combination of (i) and (ii), or (iv)
notice   that  the  Warrantholder  elects  to  effect  a  cashless  exercise  as
contemplated  by  Subsection  2.6, and (c) such documentation as to the identity
and  authority of the Warrantholder as the Company may reasonably request.  Such
Warrant  Shares shall be deemed by the Company to be issued to the Warrantholder
as  the  record holder of such Warrant Shares as of the close of business on the
date  on which this Warrant shall have been surrendered and payment made for the
Warrant  Shares  as aforesaid.  Certificates for the Warrant Shares specified in
the  Exercise  Form  shall  be  delivered  to  the  Warrantholder as promptly as
practicable,  and  in  any event within ten (10) Business Days, thereafter.  The
stock certificates so delivered shall be in denominations as may be specified by
the  Warrantholder  and  shall be issued in the name of the Warrantholder or, if
permitted  by Subsection 2.4 and in accordance with the provisions thereof, such
other  name  as shall be designated in the Exercise Form.  If this Warrant shall
have  been exercised only in part, the Company shall, at the time of delivery of
the  certificates  for  the  Warrant  Shares, deliver to the Warrantholder a new
Warrant  evidencing  the  rights to purchase the remaining Warrant Shares, which
new  Warrant  shall  in  all  other respects be identical with this Warrant.  No
adjustments  or  payments  shall  be  made  on  or  in respect of Warrant Shares
issuable  on the exercise of this Warrant for any cash dividends paid or payable

                                        2

to  holders  of  record  of  Common  Stock  prior  to  the  date as of which the
Warrantholder  shall  be  deemed to be the record holder of such Warrant Shares.

     2.2.   LIMITATION ON  EXERCISE.  If  this Warrant is not exercised prior to
5:00  P.M.  Central Standard Time on the Expiration Date (or the next succeeding
Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any
new Warrant issued pursuant to Subsection 2.1, shall cease to be exercisable and
shall  become  void,  and all rights of the Warrantholder hereunder shall cease.

     2.3.   PAYMENT OF  TAXES.  The  issuance of certificates for Warrant Shares
shall  be  made  without  charge  to the Warrantholder for any stock transfer or
other issuance tax in respect thereto; provided, however, that the Warrantholder
shall  be  required  to pay any and all taxes which may be payable in respect of
any  transfer  involved  in  the  issuance  and delivery of any certificates for
Warrant  Shares in a name other than that of the then Warrantholder as reflected
upon  the  books  of  the  Company.

     2.4.   RESTRICTIONS ON TRANSFER.  Neither  this  Warrant  nor  any  of  the
Warrant  Shares  may  be  transferred  or sold, in whole or in part, without the
prior  written  consent  of the Company and except in compliance with applicable
United  States federal and state securities laws. Subject to the foregoing, this
Warrant  and  all rights hereunder are transferable, in whole or in part, by the
Warrantholder  and any such transfer is registrable at the office of the Company
referred  to  in Subsection 7.6(a) by the Warrantholder in person or by its duly
authorized  attorney,  upon surrender of this Warrant in accordance with Section
4. The Company may not transfer or assign any of its rights or obligations under
this  Warrant,  or  any  portion  thereof.

     2.5.   DIVISIBILITY OF  WARRANT.  This Warrant may be divided into multiple
warrants  upon  surrender at the office of the Company referred to in Subsection
7.6(a)  on  any  Business  Day,  without  charge  to  the  Warrantholder.

     2.6.   CASHLESS  EXERCISE.   At  the  option  of   the  Warrantholder,  the
Warrantholder  may exercise this Warrant, without a cash payment of the Exercise
Price,  through  a  reduction  in the number of Warrant Shares issuable upon the
exercise of the Warrant.  Such reduction may be effected by designating that the
number  of  the  shares  of Common Stock issuable to the Warrantholder upon such
exercise  shall  be  reduced  by  the  number of shares having an aggregate Fair
Market  Value  as  of  the  date  of  exercise  equal to the amount of the total
Exercise  Price  for  such  exercise.  For  purposes  of this Warrant, the "Fair
Market  Value"  of the Common Stock on any date in question shall be the average
closing  sale  price  of the Common Stock on the principal stock exchange, stock
market  or  quotation  market on which the Common Stock is traded for the thirty
(30) Business Days immediately preceding such date, as quoted in The Wall Street
Journal  or  other  nationally recognized, reputable publication.  If the Common
Stock is not listed or qualified for trading or quotation on a stock exchange or
stock  market  or  national  quotation system at such time, then the Fair Market
Value shall be determined using such method as the Warrantholder and the Company
shall  agree.  In  connection  with  any  cashless  exercise,  no  cash or other
consideration will be paid by the Warrantholder in connection with such exercise
other  than  the  surrender  of  the  Warrant itself, and no commission or other
remuneration  will  be  paid  or  given  by  the Warrantholder or the Company in
connection  with  such  exercise.

                                        3

Section 3.  RESERVATION  OF  SHARES.

     All  Warrant  Shares  issued upon the exercise of the rights represented by
this Warrant, upon issuance and payment of the Exercise Price in accordance with
the  terms   of  this  Warrant,   shall  be   validly  issued,  fully  paid  and
non-assessable  and  free from all taxes, liens, security interests, charges and
other  encumbrances  with  respect  to  the issuance thereof other than taxes in
respect  of  any  transfer  occurring contemporaneously with such issuance.  The
issuance  of the Warrant Shares pursuant hereto will not be subject to, and will
not  violate,  any preemptive or similar rights.  During the period within which
this  Warrant  may  be exercised, the Company shall at all times have authorized
and  reserved,  and keep available and free from preemptive or similar rights, a
sufficient  number of shares of Common Stock to provide for the exercise of this
Warrant  and  of all other options or rights to purchase or subscribe for Common
Stock  and  the  conversion  or  exchange  of  all  convertible  or exchangeable
securities  of  the  Company.

SECTION 4.  EXCHANGE,  LOSS  OR  DESTRUCTION  OF  WARRANT.

     If  permitted  by  Subsection 2.4 or 2.5, upon surrender of this Warrant to
the  Company  with a duly executed instrument of assignment and funds sufficient
to  pay any transfer tax, the Company shall, without charge, execute and deliver
a new Warrant of like tenor in the name of the assignee named in such instrument
of  assignment and this Warrant shall promptly be canceled.  Upon receipt by the
Company  of  evidence   reasonably  satisfactory  to  it  of  the  loss,  theft,
destruction  or mutilation of this Warrant, the Company will execute and deliver
a  new  Warrant  of  like  tenor.

Section 5.  OWNERSHIP  OF  WARRANT.

     The  Company  may  deem  and  treat the person or entity in whose name this
Warrant  is  registered  as  the  holder  and  owner hereof (notwithstanding any
notations  of ownership or writing hereon made by anyone other than the Company)
for  all purposes and shall not be affected by any notice to the contrary, until
presentation  of  this  Warrant  for  registration  of  transfer  as provided in
Subsections  2.1  and  2.5  or  in  Section  4.

Section 6.  CERTAIN  ADJUSTMENTS.

     The  Exercise  Price at which Warrant Shares may be purchased hereunder and
the number of Warrant Shares to be purchased upon exercise hereof are subject to
change  or  adjustment  as  follows:

     6.1.   NOTICE OF  ADJUSTMENT.  Whenever  the  number  of  Warrant Shares or
the  Exercise  Price of such Warrant Shares is adjusted, as herein provided, the
Company  shall  promptly  send  by  first  class  mail,  postage prepaid, to the
Warrantholder,  notice  of  such  adjustment.

     6.2.   PRESERVATION OF PURCHASE RIGHTS UPON MERGER, CONSOLIDATION.  In case
of  any  consolidation of the Company with or merger of the Company with or into

                                        4

another  entity  or  in case of any sale, transfer or lease to another entity of
all  or  substantially all the assets or stock of the Company, the Warrantholder
shall  have  the  right  thereafter upon payment of the Exercise Price in effect
immediately  prior  to  such action to receive upon exercise of this Warrant the
kind  and  amount  of shares and other securities and property which such holder
would  have  been entitled to receive after the happening of such consolidation,
merger,  sale,  transfer  or  lease  had this Warrant been exercised immediately
prior to such action, and the Company or such successor or purchasing entity, as
the  case  may  be,  shall  execute  with the Warrantholder an agreement to that
effect.  Such  agreement shall provide for adjustments, which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 6. The
provisions  of  this  Subsection  6.2  shall  apply  similarly  to  successive
consolidations,  mergers,  sales,  transfers  or  leases.

     6.3.   ADJUSTMENTS.

          (a)  Stock  Dividends, Distributions or Subdivisions. In the event the
               Company  at  any  time  or  from time after the date hereof shall
               issue  additional  shares  of  Common  Stock  pursuant to a stock
               dividend,  stock  distribution,   subdivision,   share  split  or
               reclassification,  then, and in each such case, concurrently with
               the  effectiveness  of  such  event, the Exercise Price in effect
               immediately  prior  to  such  event   shall  be   proportionately
               decreased  with  the  number  of  Warrant Shares purchasable upon
               exercise of this Warrant immediately prior to such event shall be
               proportionately  increased.

          (b)  Combinations  or  Consolidations.  In  the  event the outstanding
               shares  of  Common  Stock  shall  be combined or consolidated, by
               reclassification,  reverse  split  or  otherwise,  into  a lesser
               number  of  shares  of   Common  Stock,   concurrently  with  the
               effectiveness  of  such  event,  the  Exercise  Price  in  effect
               immediately   prior  to  such   event  shall  be  proportionately
               increased  and  the  number  of  Warrant  Shares purchasable upon
               exercise of this Warrant immediately prior to such event shall be
               proportionately  decreased.

          (c)  Issuance  of  Additional  Shares  of  Common  Stock.

               (i)  In  the  event  the Company at any time or from time to time
                    after  the date hereof shall issue or sell Additional Shares
                    (as  defined  below)   without   consideration   or   for  a
                    consideration  per  share  less  than  the Exercise Price in
                    effect  immediately prior to the issuance, then the Exercise
                    Price shall be reduced to the price at which such Additional
                    Shares  are  issued.  The  total  number of shares of Common
                    Stock  to  be purchased under the Warrant shall be increased
                    by  dividing  the  new  Exercise  Price  into  the aggregate
                    exercise  amount of the Warrant prior to the lowering of the
                    Exercise  Price.

                                        5

               (ii) In the event the Company shall issue Additional Shares for a
                    consideration  per  share less than the Fair Market Value of
                    the  Common  Stock  as  of  the  date  of such issuance, but
                    greater  than the Exercise Price in effect immediately prior
                    to  the  issuance,  then the Exercise Price shall be reduced
                    (but  in  no  event  increased)  to the amount determined by
                    multiplying  such  Exercise  Price  by  a  fraction:

                    (A)  the  numerator  of  which  is  the  number of shares of
                         Common  Stock  outstanding  immediately  prior  to  the
                         issuance  of  such Additional Shares plus the number of
                         shares   of   Common   Stock    that   the    aggregate
                         consideration,  if any, received by the Company for the
                         Additional  Shares  so  issued  would  purchase  at  a
                         price  equal  to  the  Fair  Market Value of the Common
                         Stock  as  of  the  date  of  issuance;  and

                                        6

                    (B)  the  denominator  of  which  is the number of shares of
                         Common  Stock  outstanding  immediately  prior  to  the
                         issuance  of  such Additional Shares plus the number of
                         Additional Shares so issued. The total number of shares
                         of Common Stock to be purchased under the Warrant shall
                         be  increased  by  dividing the new Exercise Price into
                         the  aggregate  exercise amount of the Warrant prior to
                         the  lowering  of  the  Exercise  Price.

              (iii) If  the Company issues Common Stock for  a consideration  in
                    whole or in  part other than  cash, the  consideration other
                    than cash shall  be deemed to  be  the fair value thereof as
                    determined  by  mutual  agreement  of  the Warrantholder and
                    the Company.

               (iv) If the  Company  issues  options  or rights to  purchase  or
                    subscribe for Common Stock, securities  convertible into  or
                    exchangeable for  Common  Stock  or  options  or  rights  to
                    purchase or  subscribe for  such convertible or exchangeable
                    securities,  the  following  provisions  shall apply for all
                    purposes  of  calculating   the number   of shares of Common
                    Stock  outstanding  under  this   Subsection  6.3  upon  the
                    Exercise  of  the  Warrants:

                    (A)  The  aggregate maximum number of shares of Common Stock
                         deliverable upon exercise (assuming the satisfaction of
                         any  conditions  to  exercisability  including, without
                         limitation,  the  passage  of  time, but without taking
                         into  account  potential  antidilution  adjustments) of
                         such  options  or  rights  to purchase or subscribe for
                         Common  Stock  shall  be  deemed to have been issued at
                         the  time  such options or rights were issued and for a

                                        6

                         consideration  equal  to  the  consideration,  if  any,
                         received  by  the  Company  upon  the  issuance of such
                         options  or  rights plus the exercise price provided in
                         such  options  or  rights  (without taking into account
                         potential  antidilution  adjustments)  for  the  Common
                         Stock  covered  thereby.

                    (B)  The  aggregate maximum number of shares of Common Stock
                         deliverable upon conversion of or in exchange (assuming
                         the satisfaction of any conditions to convertibility or
                         exchangeability,  including,  without  limitation,  the
                         passage  of  time,  but  without  taking  into  account
                         potential  antidilution  adjustments)  for  any  such
                         convertible  or  exchangeable securities, or options or
                         rights  to  purchase  or  subscribe therefore, shall be
                         deemed  to have been issued at the time such securities
                         were  issued  or such options or rights were issued and
                         for  consideration  equal to the consideration, if any,
                         received  by  the  Company  for any such securities and
                         related  options or rights (excluding any cash received
                         on  account  of accrued interest or accrued dividends),
                         plus  the  additional  consideration,  if  any,  to  be
                         received  by  the  Company (without taking into account
                         potential antidilution adjustments) upon the conversion
                         or  exchange  of such securities or the exercise of any
                         related  options  or  rights.

                    (C)  In  the  event of any change in the number of shares of
                         Common  Stock  deliverable   or  in  the  consideration
                         payable to the Company upon exercise of such options or
                         rights  or  upon  conversion of or in exchange for such
                         convertible  or exchangeable securities, including, but
                         not   limited   to,   a   change   resulting  from  the
                         antidilution provisions thereof, the Exercise Price, to
                         the  extent  previously  adjusted  upon the issuance of
                         such options, rights or securities, shall be readjusted
                         to reflect such change, but no further adjustment shall
                         be  made for the actual issuance of Common Stock or any
                         payment  of such consideration upon the exercise of any
                         such options or rights or the conversion or exchange of
                         such  securities.

                    (D)  Upon  the expiration of any such options or rights, the
                         termination  of  any such rights to convert or exchange
                         or  the  expiration of any options or rights related to
                         such   convertible  or   exchangeable  securities,  the
                         Exercise  Price, to the extent previously adjusted upon
                         the  issuance  of such options, rights or securities or
                         options  or rights related to such securities, shall be
                         readjusted  to  reflect the issuance of only the number

                                        7

                         of  shares   of   Common  Stock   (and  convertible  or
                         exchangeable   securities   which  remain  in   effect)
                         actually  issued  upon  the exercise of such options or
                         rights,  upon   the  conversion  or  exchange  of  such
                         securities  or  upon  the  exercise  of  the options or
                         rights  related  to  such  securities.

                    (E)  The  number of shares of Common Stock deemed issued and
                         the  consideration  deemed  paid  therefore pursuant to
                         Subsections   6.3(c)(iv)(A)    and    (B)   shall    be
                         appropriately   adjusted   to   reflect   any   change,
                         termination  or  expiration  of  the  type described in
                         either  Subsection  6.3(c)(iv)(C)  or  (D).

                    (F)  Notwithstanding   the  foregoing   provisions  of  this
                         Subsection 6.3(c)(iv), the adjustments required by this
                         Subsection  6.3 with respect to the issuance of options
                         under  employee  benefit  plans of the Company shall be
                         made,  in  the  aggregate, only after the Warrantholder
                         has  notified  the  Company that it intends to exercise
                         this  Warrant,  in  whole or in part, at which time the
                         required  adjustments shall be made with respect to all
                         such options that shall have been issued on or prior to
                         the  date  of  such  notice  and remain outstanding (it
                         being  understood that if any such options are actually
                         exercised  prior  thereto, the appropriate adjustments,
                         if  any,  shall  be  made  pursuant  to  the applicable
                         provision  of  this  subsection  6.3(c)  at the time of
                         exercise).

               (v)  "Additional  Shares"  shall  mean any shares of Common Stock
                    issued  (or  deemed  to  have been issued as contemplated by
                    Subsection  6.3(c)(iv))  by the Company on or after the date
                    of  this Warrant other than (i) the Common Stock issued upon
                    exercise  of the Warrants, (ii) the issuance and sale of, or
                    the  grant  of  options  to  purchase  up  to 100,000 shares
                    (subject  to adjustment in accordance with Section 6.3(a) or
                    (b))  of  Common  Stock,  after the date of this Warrant, to
                    employees,  directors  or  officers  of, or bona fide by the
                    Company's  Board of Directors, and (iii) Common Stock issued
                    pursuant  to  the  exercise  of any stock option, warrant or
                    other right to purchase Common Stock outstanding on the date
                    of  this Warrant.

               (vi) "Warrants"  shall  mean  the warrants to  purchase shares of
                    Common  Stock  issued  by  the  Company   pursuant   to  the
                    Securities  Purchase  Agreement  (as  defined below).

                                        8

Section 7.  MISCELLANEOUS.

     7.1.  ENTIRE  AGREEMENT.  This  Warrant  was  issued  pursuant to the terms
and conditions of a certain Securities Purchase Agreement, dated as of March 31,
2001,  by  and  among  the  Company  and,  among  others, the Warrantholder (the
"Securities  Purchase  Agreement").  This  Warrant  and  the Securities Purchase
Agreement  constitute  the   entire  agreement   between  the  Company  and  the
Warrantholder  with  respect  to  this  Warrant  and  the  Warrant  Shares.

     7.2.  BINDING  EFFECTS;  BENEFITS.   This  Warrant   shall  inure  to   the
benefit of and shall be binding upon the Company, the Warrantholder, and each of
their  respective  heirs, legal representatives, successors and assigns. Nothing
in  this  Warrant,  expressed  or implied, is intended to or shall confer on any
person  entity  other  than  the  Company,  the Warrantholder, and each of their
respective  heirs,  legal  representatives,  successors  or assigns, any rights,
remedies,  obligations  or  liabilities  under  or  by  reason  of this Warrant.

     7.3 TRANSFER RESTRICTIONS; ASSIGNMENT. This Warrant may not be transferred,
in whole or in part, without the prior written consent of the Company, which may
be  given  or  withheld  in  the  Company's  sole  discretion.

     7.4. AMENDMENTS.   This Warrant may not be modified or amended except by  a
written  instrument  signed  by  the  Company  and  the  Warrantholder.

     7.3. SECTION  AND  OTHER  HEADINGS.    The  section   and   other  headings
contained  in  this  Warrant  are  for  reference purposes only and shall not be
deemed  to  be a part of this Warrant or to affect the meaning or interpretation
of  this  Warrant.

     7.4. FURTHER  ASSURANCES.   Each  of  the  Company  and  the  Warrantholder
shall  do  and  perform all such further acts and things and execute and deliver
all  such  other  certificates, instruments and/or documents as any party hereto
may  reasonably  request in connection with the performance of the provisions of
this  Warrant.

     7.5. NOTICES.   All  demands, requests,  notices, and  other communications
required  or  permitted  to  be given under this Warrant shall be in writing and
shall  be  deemed  to  have  been  duly  given  if delivered personally, sent by
confirmed facsimile or sent by United States certified or registered first class
mail,  postage  prepaid,  to the parties hereto at the following addresses or at
such  other address as any party hereto shall hereafter specify by notice to the
other  party  hereto:

     (a)     if  to  the  Company,  addressed  to:

             Gulfport  Energy  Corporation
             6307  Waterford  Blvd.,  Suite  100
             Oklahoma  City,  Oklahoma  73118
             Attention:  Lisa  Holbrook,  Esq.
             Telephone  No.:  (405)  848-8807
             Facsimile  No.:  (405)  848-8816

                                        9

     (b)     If  to  the  Warrantholder  or  any other  holder, addressed to the
             address of such  person  appearing on  the books  of  the  Company.

Except  as  otherwise  provided  herein, all such demands, requests, notices and
other  communications  shall  be  deemed  to  have  been received on the date of
personal  delivery thereof, the sending of confirmed facsimile thereof or on the
third  Business  Day  after  the  mailing  thereof.

     7.6. SEPARABILITY.   Any  term  or  provision  of  this  Warrant  which  is
invalid  or  unenforceable  in  any  jurisdiction  shall  be ineffective in such
jurisdiction  to  the  extent  of  such  invalidity  or unenforceability without
rendering  invalid  or unenforceable any other term or provision of this Warrant
or affecting the validity or enforceability of any of the terms or provisions of
this  Warrant  in  any  other  jurisdiction.

     7.7. FRACTIONAL  SHARES.   No  fractional  shares   or scrip   representing
fractional  shares  shall  be  issued  upon  the exercise of this Warrant.  With
respect  to  any  fraction  of  a share called for upon any exercise hereof, the
Company  shall pay to the Warrantholder an amount in cash equal to such fraction
multiplied by the Fair Market Value of a share of Common Stock as of the date of
such  exercise.

     7.8. GOVERNING  LAW;  CONSENT  TO  JURISDICTION.   This  Warrant  shall  be
governed by, and construed in accordance with, the laws of the State of New York
(without  giving  effect  to any choice or conflict of law provisions).  Each of
the  parties  hereby irrevocably and unconditionally submits to the jurisdiction
of  the courts of the State of New York and of the federal courts sitting in the
State  of  New  York in all actions or proceedings arising out of or relating to
this  Warrant.  Each  of  the  parties  agrees  that  all actions or proceedings
arising  out of or relating to this Warrant must be litigated exclusively in any
state  or  federal  court  in  the City of New York, and accordingly, each party
irrevocably  waives  any  objection  which  it  may now or hereafter have to the
laying  of  the  venue  of  any  such litigation in any such court.  Each of the
parties  hereby irrevocably and unconditionally waives its right to a jury trial
in  any  action  arising  out  of  or  relating  to  this  Warrant.

     7.9. EQUITABLE  RELIEF.   The  Company  recognizes  that, in  the event the
Company  fails  to  perform,  observe  or  discharge  any  of its obligations or
liabilities  under  this  Warrant,  any remedy of law may prove to be inadequate
relief  to  the  Warrantholder  or  any other holder, and therefore, the Company
agrees  that  the Warrantholder or any other holder, if it so requests, shall be
entitled  to  temporary and permanent injunctive relief in any such case without
the  necessity of proving actual damages, in addition to any other remedies that
may  be  available  to  it  at  law  or  in  equity.

     7.10. EXPENSES  AND ATTORNEYS' FEES.   If,  at  any time  or times, whether
prior  or  subsequent  to the date hereof, the Warrantholder employs counsel for
advice or other representation or incurs reasonable legal and/or other costs and
expenses  in  connection  with:

                                       10

     (a)  the  amendment,  waiver  or  modification  of  any  provision  of this
          Warrant;

     (b)  any litigation, contest, dispute, suite, proceeding or action (whether
          instituted  by  the  Warrantholder,  the Company or  any other person)
          in any way  relating  to  this  Warrant,  unless  a court of competent
          jurisdiction finds in favor of the Company as  the  prevailing  party,
          and awards court costs and attorneys' fees  to  the  Company  as  such
          prevailing  party;  or

     (c)  any attempt to  enforce  any  rights  of the Warrantholder against the
          Company or any other person that may be obligated to the Warrantholder
          by virtue of  this Warrant  in  accordance  with  the  terms  of  this
          Warrant;

then,  in  any  such  event,  the  reasonable  attorneys' fees arising from such
services  and all reasonable expenses, costs, charges, and fees of counsel or of
the  Warrantholder  in any way or respect arising in connection with or relating
to any of the events or actions described in this subsection shall be payable on
demand  by  the  Company,  to  the  Warrantholder.

     7.11.     COUNTERPARTS.  This  Warrant  may  be  separately  executed  in
counterparts  and by the different parties hereto in separate counterparts, each
of  which  when  so  executed  shall  be  deemed  to constitute one and the same
Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
























                                       11


     IN  WITNESS  WHEREOF, the Company and the initial Warrantholder have caused
this  Warrant to be signed by their duly authorized officers as of the _____ day
of  ________,  2002.


                                       GULFPORT  ENERGY  CORPORATION


                                       By:
                                          --------------------------------------
                                          Mike Liddell,  Chief Executive Officer


                                       WARRANTHOLDER


                                       By:
                                          --------------------------------------

























                                       12

                          GULFPORT ENERGY CORPORATION

                              WARRANT EXERCISE FORM

                     (To be executed upon exercise Warrant)

          The undersigned, the record holder of this Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to purchase _________
of  the  Warrant  Shares and herewith pays the Exercise Price in accordance with
the  terms  of  this  Warrant  by  (check  applicable  boxes):

     [  ]  tendering  payment  for  such Warrant Shares to the order of GULFPORT
ENERGY CORPORATION  in  the  amount  of  $______________.

     [  ]  delivering  to the Company such shares of Cumulative Preferred Stock,
Series A, par value $0.01 per share, having a Liquidation Preference (as defined
in  the Certificate of Designations for the Company's Cumulative Preferred Stock
Series  A)  together  with  accrued  and  unpaid  dividends  of  $_______.

     [  ]  surrendering the undersigned's purchase rights with respect to ______
Warrant  Shares,  having  an  aggregate Fair Market Value as of the date of this
exercise  of  $________________,  which equals or exceeds the aggregate Exercise
Price  of  the Warrant Shares being purchased, as permitted by subsection 2.6 of
the  Warrant.  (The  Company  shall refund to the Warrantholder in cash any such
excess  value,  not  to  exceed  99.9%  of the Fair Market Value of one share of
Common  Stock).

The  undersigned  requests  that  a  certificate  for  the  Warrant Shares being
purchased  be  registered  in  the  name  of  ________________  and  that  such
certificate  be  delivered  to  _____________.

     Date  _____________                    Signature  ________________________











                               FORM OF ASSIGNMENT

     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
all  of  the rights of the undersigned under the within Warrant, with respect to
the  number  of  shares  of  Common  Stock  covered thereby set forth below, to:

     Name  of  Assignee          Address              No.  of  Shares
     ----------------------------------------------------------------








and  hereby  irrevocable  constitutes and appoints ________________ as agent and
attorney-in-fact  to  transfer  said  Warrant  on  the  books of Gulfport Energy
Corporation,  with  full  power  of  substitution  in  the  premises.


Dated  ____________________

In  the  presence  of

_________________________

                                   Name:  _________________________

                                   Signature:  _______________________
                                   Title  of Signing  Offer or  Agent (if  any):


                                   Address:  _________________________
                                             _________________________


Note:  The  above  signature  should correspond with the name on the face of the
within  Warrant.















                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                      AND RELATIVE, PARTICIPATING, OPTIONAL
                      AND OTHER SPECIAL RIGHTS OF PREFERRED
                      STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                       OF

                          GULFPORT ENERGY CORPORATION

                      CUMULATIVE PREFERRED STOCK, SERIES A

                            ------------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                            -------------------------

     The  following  resolution  has been duly adopted by the Board of Directors
(such Board, including any committee thereof duly authorized to act on behalf of
such Board, herein referred to as the "Board") of Gulfport Energy Corporation, a
Delaware  corporation (the "Corporation"), pursuant to the provisions of Section
151  of  the  General Corporation Law of the State of Delaware, which resolution
remains  in  full  force  and  effect  as  of  the  date  hereof:

     RESOLVED that, pursuant to the authority expressly granted to and vested in
the  Board  by  the  provisions  of  the  Certificate  of  Incorporation  of the
Corporation,  as  amended  (collectively, the "Certificate of Incorporation") to
fix  by  resolution or resolutions the designation, number and voting powers, if
any,  of  each  series  of  Preferred  Stock,  par  value  $0.01  per share (the
"Preferred  Stock")  of  the  Corporation  and  the  preferences  and  relative,
participating, optional and other special rights and qualifications, limitations
and  restrictions  thereof,  the Board hereby authorizes and creates a series of
Preferred  Stock  on the terms and with the provisions (in addition to those set
forth in the Certificate of Incorporation of the Corporation that are applicable
to  all  Preferred  Stock)  as  follows:

     SECTION  1.  Designation, Number of Shares and Liquidation Preference.  The
series  of  Preferred  Stock  created by this resolution shall be designated the
"Cumulative  Preferred  Stock,  Series  A" (the "Series A Preferred Stock"). The
number  of  authorized  shares  of Series A Preferred Stock shall be 15,000. The
liquidation  preference  of   each  share  of  Series  A  Preferred  Stock  (the
"Liquidation  Preference")  shall  be  $1,000.00.

     SECTION 2.  Rank.  The Series A Preferred Stock shall, as to the payment of
dividends  and  the  distribution of assets upon the liquidation, dissolution or
winding  up  of  the  Corporation, rank (i) prior to the Common Stock, par value
$.01  per  share  (the  "Common  Stock"),  and  any  other capital stock, of the


Corporation (other than any other class or series of a class of capital stock of
the  Corporation  the  terms  of which expressly provide that the shares thereof
rank  senior  or on a parity as to the payment of dividends and the distribution
of  assets  upon  the  liquidation, dissolution or winding up of the Corporation
with  the  shares  of the Series A Preferred Stock) (such securities, other than
those  described in the immediately preceding parenthetical clause, collectively
referred  to  herein  as  the "Junior Securities") and (ii) on a parity with any
other  class  or series of a class of capital stock of the Corporation the terms
of  which  expressly  provide that the shares thereof rank on a parity as to the
payment  of  dividends  and  the  distribution  of  assets  upon  liquidation,
dissolution  or  winding  up  of the Corporation with the shares of the Series A
Preferred  Stock  (the  "Parity  Securities").

     SECTION 3.  Dividends.  (a) (i) The holders of outstanding shares of Series
A  Preferred Stock shall be entitled to receive, in preference to the holders of
shares  of  Junior Securities, out of funds of the Corporation legally available
for  the  payment  of  dividends, a cumulative dividend at the rate per annum of
$120  per  share  of  Series  A  Preferred  Stock,  subject to the provisions of
Subsection  (ii)  below  (the  "Series  A  Preferred Dividend"). Dividends shall
accrue  and  be  payable  quarterly,  in  arrears on each June 30, September 30,
December  31,  and March 31 (each a "Dividend Payment Date"), commencing on June
30,  2002.  Each  quarter,  to  the  extent  the  Corporation  has funds legally
available,  the  Board  of  Directors  of  the Corporation shall declare and the
Corporation  shall  pay  the  Series  A Preferred Dividend to the holders of the
Series  A Preferred Stock.  Each such quarterly dividend shall be cumulative and
shall accumulate, whether or not earned or declared and whether or not there are
funds  of  the  Corporation  legally available for payment of dividends, for the
period  (each,  a "Dividend Period") commencing on and including the most recent
Dividend  Payment  Date  to which dividends have been paid or accumulated to but
excluding  the  next  succeeding  Dividend  Payment  Date,  except  (x) that the
Dividend  Period  terminating  on  June 30, 2002 (the "Initial Dividend Period")
shall  commence  on  and  include  the date of original issuance of the Series A
Preferred  Stock  and (y) as otherwise provided in Sections 4 and 6 with respect
to shares of Series A Preferred Stock that are redeemed or with respect to which
distributions are made upon a Liquidation Transaction (as defined in Section 6).

     (ii)  Dividends  shall  be  payable,  net  of  any  amounts  required to be
withheld  for  or  with respect to taxes, to holders of record as they appear on
the  stock  books  of  the  Corporation  at the close of business on such record
dates,  not  more  than  60  days  nor less than 10 days prior to the respective
Dividend  Payment Date, as shall be fixed by the Board.  If any Dividend Payment
Date is not a Business Day (as defined below), the quarterly dividend to be paid
on  such Dividend Payment Date shall be paid on the next following Business Day.
A  "Business  Day"  means any day that is not a Saturday, Sunday or other day on
which  commercial banks in New York City are required or authorized by law to be
closed.  Dividends  shall  be payable in cash; provided, however, the Board may,
at  its  option, with respect to any Dividend Period ending on or prior to March
31, 2004, in lieu of declaring a cash dividend for such Dividend Period, declare
a  dividend  payable  in whole or in part in shares of Series A Preferred Stock,
provided,  further,  that if the Board elects to pay such a dividend, the sum of
(1)  the  aggregate  Liquidation  Preference of the shares of Series A Preferred

                                        2

Stock declared as a dividend, and (2) any cash so paid as a dividend shall equal
125%  of  the  cash dividend accruing for such Dividend Period without regard to
this  and  the preceding proviso.  Accumulated and unpaid dividends for any past
Dividend  Periods shall be declared and paid at such time as the Corporation has
funds  legally  available  therefor,  without  reference to any Dividend Payment
Date,  to  holders  of  record on such date, not exceeding 45 days preceding the
payment  date  thereof,  as  may  be  fixed  by  the  Board.

     (iii)  Payments  of  dividends in cash shall be made in coin or currency of
the  United  States  that  as  of  the date of payment shall be legal tender for
payment  of public and private debts by mailing a check to each holder of shares
of  Series A Preferred Stock at the address of such holder as shown on the stock
books  of  the  Corporation.

     (iv)  Payments  of  dividends  in Series A Preferred Stock shall be made by
mailing  within  five  (5)  days  of  the relevant Dividend Payment Date to each
holder  of  shares  of Series A Preferred Stock at the address of such holder as
shown  on  the  stock books of the Corporation (a) a certificate or certificates
representing  the  shares  of  Series  A Preferred Stock to which such holder is
entitled  and  (b)  a  check  made  payable  for  an amount corresponding to any
fractional  interest  in a share of Series A Preferred Stock as provided in this
clause  (iv).  All  shares  of  Series  A  Preferred  Stock issued and delivered
pursuant  to  Subsection  3(a)(ii)  will  upon  issuance  by the Corporation and
delivery  be  duly  and  validly  issued,  fully paid and nonassessable.  If any
shares  of  Series  A  Preferred  Stock  are  listed  on any national securities
exchange,  the  Corporation  shall,  if permitted by the rules of such exchange,
list  the  shares  of  Series  A  Preferred  Stock  to  be delivered pursuant to
Subsection  3(a)(ii),  prior to such payment, on such exchange.  The Corporation
shall  have  the option of issuing fractional shares of Series A Preferred Stock
or scrip representing fractional shares of Series A Preferred Stock upon payment
of  dividends  or,  in lieu thereof, paying a cash adjustment in respect of such
fractional  interest  in  an  amount  equal  to that fraction of the Liquidation
Preference.  The Corporation shall pay all documentary, stamp, transfer or other
transactional taxes attributable to the issuance or delivery of shares of Common
Stock  pursuant  to  this  Section 3; provided that the Corporation shall not be
required  to  pay  any  taxes payable in respect of any transfer involved in the
issuance  or  delivery  of any certificates representing such shares of Series A
Preferred  Stock in a name other than that of the holder of the shares of Series
A  Preferred Stock in respect of which such certificates are being issued and no
such  issuance  or delivery shall be made unless and until the holder requesting
such  issuance  has  paid  to  the Corporation the amount of any such tax or has
established  to  the reasonable satisfaction of the Corporation that such tax is
not  required  to  be  paid.

     (b)  Subject  to the provisions of Subsection 3(a)(ii) above, the amount of
dividends payable for each full Dividend Period for the Series A Preferred Stock
shall  be  computed  by  dividing  the  annual cash dividend rate  by four.  The
amount of dividends payable for the Initial Dividend Period, or any other period
shorter  or  longer than a full Dividend Period, on the Series A Preferred Stock
shall  be  computed  on  the basis of a 360-day year consisting of twelve 30-day
months.  Holders  of shares of Series A Preferred Stock shall not be entitled to
any  dividends,  whether  payable  in  cash,  property  or  stock,  in excess of
cumulative  dividends,  as  herein  provided,  on  the Series A Preferred Stock.

     (c)  All  dividends paid with respect to shares of Series A Preferred Stock
shall  be  paid  pro  rata  to  the  holders  entitled  thereto.

                                        3

     (d)  When dividends are not paid in full upon the Series A Preferred Stock,
any  dividends  declared or paid upon shares of Series A Preferred Stock and any
Parity  Securities  shall  be  declared or paid, as the case may be, pro rata so
that  the  amounts of dividends declared or paid, as the case may be,  per share
on  the Series A Preferred and such other Parity Securities in all cases bear to
each other the same ratio that accumulated and unpaid dividends per share on the
shares of Series A Preferred Stock and such other Parity Securities bear to each
other.  No  interest,  or  sum of money in lieu of interest, shall be payable in
respect  of any dividend payment or payments on the Series A Preferred Stock, or
any  Parity  Security,  which  may  be  in  arrears.

     (e)  Unless  full cumulative dividends on the Series A Preferred Stock have
been  or contemporaneously are declared by the Board and paid or declared and an
amount  of cash or, to the extent permitted under Subsection 3(a)(ii), shares of
Series A Preferred Stock, as the case may be, sufficient for the payment thereof
set apart by the Corporation for all Dividend Periods terminating on or prior to
the date of payment of dividends on any Junior Securities, no dividends shall be
declared or paid or any sum set apart for such payment or any other distribution
made  on  or  with  respect to such Junior Securities for any period, other than
dividends  payable  or  distributions  made  in  shares  of  Junior  Securities.

     (f)  Unless  full cumulative dividends on the Series A Preferred Stock have
been  or contemporaneously are declared by the board and paid or declared and an
amount  of cash or, to the extent permitted under Subsection 3(a)(ii), shares of
Series A Preferred Stock, as the case may be, sufficient for the payment thereof
set apart by the Corporation for all Dividend Periods terminating on or prior to
the  date  of  any event described in clause (x) or (y) of this Subsection 3(f),
the  Corporation shall not, and shall not permit its Subsidiaries to (x) redeem,
purchase, retire or otherwise acquire for any consideration any shares of Series
A Preferred Stock, unless (A) all shares of Series A Preferred Stock outstanding
shall  be  redeemed  or (B) the shares of Series A Preferred Stock are redeemed,
purchased,  retired or otherwise acquired pro rata from among the holders of the
shares then outstanding or (y) redeem, purchase, retire or otherwise acquire for
any  consideration,  or  make  any payment on account of a sinking fund or other
similar  fund for redemption, purchase, retirement or acquisition of, any Junior
Securities or any Parity Securities, or any warrant, right or option to purchase
any  thereof,  or  make  any  distribution  in  respect  thereof,  directly  or
indirectly,  whether  in  cash,  obligations or securities of the Corporation or
other  property,  except  (i)  in  the  case  of Junior Securities, redemptions,
purchases,  retirements,  acquisitions or distributions made in shares of Junior
Securities  or  redemptions, purchases or acquisitions of shares of Common Stock
for  purposes  of any employee benefit plan or program of the Corporation or any
Subsidiary  and  (ii)  in the case of Parity Securities, redemptions, purchases,
retirements,  acquisitions  or  distributions  made pro rata so that the amounts
redeemed,  purchased,  retired  or  otherwise acquired or paid or distributed in
respect  thereof,  as the case may be, per share on the Series A Preferred Stock
and  such other Parity Securities in all cases bear to each other the same ratio
that  accumulated  and unpaid dividends on the Series A Preferred Stock and such
other  Parity  Securities  bear  to  each  other.  A  "Subsidiary"  means  any
corporation, association or other business entity more than 50% of the shares of
stock  of any class or classes (or equivalent interests) of which is at the time
owned by the Corporation or by one or more Subsidiaries of the Corporation or by
the  Corporation and one or more Subsidiaries of the Corporation, if the holders
of  the stock of such class or classes (or equivalent interests) are ordinarily,

                                        4

in the absence of contingencies, entitled to vote for the election of a majority
of  the  directors  (or  Persons  performing similar functions) of such business
entity.  A  "Person"  means  any  individual,  corporation,  limited  liability
company,  partnership,  firm,  joint  venture, association, joint stock company,
trust,  unincorporated  organization,  governmental  or  regulatory authority or
other  entity.

     SECTION  4.  Redemption.  (a)  (i) To the extent the Corporation shall have
funds  legally available therefor, the Series A Preferred Stock shall be subject
to  redemption  in  cash, at the option of the Corporation, at any time, in part
from  time  to  time or in whole, at a price per share (the "Optional Redemption
Price")  equal  to  (x) 100% of the Liquidation Preference per share plus (y) an
amount per share equal to all accrued and unpaid cash dividends thereon, whether
or  not  declared  or  payable,  to  the  date fixed by the Corporation for such
redemption  (an  "Optional  Redemption  Date").

     (ii)  On  March 29, 2007 (the "Mandatory Redemption Date"), the Corporation
shall  redeem  out  of the assets of the Corporation legally available therefor,
all  of  the  shares of Series A Preferred Stock then outstanding at a price per
share  (the  "Mandatory  Redemption Price") payable in cash equal to (x) 100% of
the  Liquidation  Preference per share plus (y) an amount per share equal to all
accrued and unpaid dividends thereon, whether or not declared or payable, to the
Mandatory  Redemption  Date.

     (b) (i) Notice of any redemption pursuant to Subsection 4(a) shall be given
not  less than 30 nor more than 60 days prior to the Optional Redemption Date or
Mandatory  Redemption  Date, as the case may be, to each holder of record of the
shares  to  be  redeemed, by first class mail, postage prepaid, at such holder's
address  as  the  same appears on the stock records of the Corporation.  Neither
the  failure  to  mail any such notice, nor any defect therein or in the mailing
thereof, to any particular holder, shall affect the sufficiency of the notice or
the  validity  of  the  proceedings  for  redemption  with  respect to the other
holders.  Any  notice mailed in the manner herein provided shall be conclusively
presumed  to  have been duly given on the date mailed, whether or not the holder
receives  the  notice.  Each  such  notice  shall  state,  in  addition  to  any
information  the Corporation deems appropriate: (i) the Optional Redemption Date
or  Mandatory  Redemption Date, as the case may be; (ii) the number of shares of
Series  A  Preferred  Stock  of such holder to be redeemed; (iii) the applicable
redemption  price; and (iv) the place or places where certificates for shares of
Series  A  Preferred  Stock  are  to  be  surrendered  for  redemption.

     (ii)  In  order  to  facilitate  the  redemption  of the Series A Preferred
Stock,  the Board may cause the transfer books of the Corporation for the Series
A Preferred Stock to be closed, not more than 60 days or less than 30 days prior
to  the  Optional  Redemption Date or Mandatory Redemption Date, as the case may
be.

     (c)  (i)  From  and  after  the  Optional   Redemption  Date  or  Mandatory
Redemption  Date,  as  the case may be (unless the Corporation shall fail to set
apart  the  cash  necessary  to effect such redemption), (x) except as otherwise
provided  herein,  dividends  on  the  shares of the Series A Preferred Stock so

                                        5

called  for  redemption  shall  cease  to  accrue,  (y)  such shares of Series A
Preferred  Stock  shall no longer be deemed to be outstanding and (z) all rights
of the holders thereof as holders of Series A Preferred Stock shall cease except
as  provided  in  clause  (iii)  of  this  Subsection  4(c).

     (ii)  The  Corporation's obligation to pay the Optional Redemption Price or
the  Mandatory Redemption Price in accordance with clause (i) of this Subsection
4(c)  shall be deemed fulfilled if, on or before the Optional Redemption Date or
Mandatory  Redemption  Date,  as  the case may be, the Corporation shall deposit
with  a  bank  or  trust company that has an office in the borough of Manhattan,
City  of  New  York, and that has a capital and surplus of at least $50,000,000,
cash  in  the  amount  of  the Optional Redemption Price or Mandatory Redemption
Price,  as  the  case  may be, in trust, with irrevocable instructions that such
cash  be  applied  to  the  redemption of the shares of Series A Preferred Stock
called  for  redemption.

     (iii)  Unless  the  Corporation  defaults  in  the  payment of the Optional
Redemption  Price  or Mandatory Redemption Price, as the case may be, the shares
of  Series  A  Preferred  Stock to be redeemed shall from and after the close of
business  on  the  Optional Redemption Date or the Mandatory Redemption Date, as
the case may be, cease to accumulate dividends and the only right of the holders
of  such  shares shall be to receive payment of the Optional Redemption Price or
the  Mandatory  Redemption  Price, as the case may be.  No interest shall accrue
for the benefit of the holders of Series A Preferred Stock to be redeemed on any
sum  set  aside  by  the Corporation in connection with a redemption pursuant to
this  Section  4.  Subject to applicable escheat laws, any cash unclaimed at the
end  of  two years from the Optional Redemption Date or the Mandatory Redemption
Date,  as  the case may be, shall revert to the general funds of the Corporation
and,  upon  demand, such bank or trust company shall pay over to the Corporation
such  unclaimed cash, and thereupon such bank or trust company shall be relieved
of  all  responsibility  in respect thereof and any holder of Series A Preferred
Stock shall look only to the general funds of the Corporation for the payment of
such  cash.  Any  interest accrued on cash deposited pursuant to this Subsection
4(c)  shall  be  paid  from time to time to the Corporation for its own account.

     (iv)  As  promptly  as possible after the surrender of the certificates for
any shares of Series A Preferred Stock redeemed pursuant to this Section 4 (with
appropriate  endorsements and any transfer documents reasonably requested by the
corporation  or  any   transfer  agent  designated  by  the  Corporation),  such
certificates  shall  be exchanged for the Optional Redemption Price or Mandatory
Redemption  Price,  as  the  case  may  be,  for  such  shares.

     (d)  In  the event that the Corporation shall default in the payment of the
Optional Redemption Price or Mandatory Redemption Price, as the case may be, the
shares  of Series A Preferred Stock so called for redemption shall thereafter be
deemed to be outstanding and the holders thereof shall have all of the rights of
a  holder  of  Series A Preferred Stock; provided, however, that the Corporation
shall pay such Optional Redemption Price or Mandatory Redemption Price, in whole
or  in  part,  as  soon  as  it  has  funds  legally  available  therefor.

     (e)  Any fraction of a share of Series A Preferred Stock may be redeemed in
the  same  manner  in  which  a  whole  share of Series A Preferred Stock may be

                                        6

redeemed  pursuant  to  this  Section 4, provided that the cash payable upon the
redemption  of  such  fractional interest shall be determined by multiplying the
cash  payment  upon  the  redemption of one share of Series A Preferred Stock by
that  fraction.

     (f)  Upon any redemption of Series A Preferred Stock, the Corporation shall
pay  all accumulated and unpaid dividends (whether or not earned or declared) to
but  excluding the Optional Redemption Date or the Mandatory Redemption Date, as
the  case  may  be.  If the Optional Redemption Date or the Mandatory Redemption
Date,  as  the case may be, falls after a dividend payment record date and prior
to  the  corresponding  Dividend  Payment  Date,  then  each  holder of Series A
Preferred  Stock  at  the close of business on such dividend payment record date
shall  be  entitled  to the dividend payable on such shares on the corresponding
Dividend  Payment  Date (but without duplication of any amounts payable pursuant
to  the  preceding  sentence  in  respect  of accumulated and unpaid dividends),
notwithstanding the redemption of such shares before such Dividend Payment Date.

     (g)  Payment  of  the Optional Redemption Price or the Mandatory Redemption
Price,  as  the  case  may be, to a holder of shares of Series A Preferred Stock
shall  be  made  in coin or currency of the United States that as of the date of
payment shall be legal tender for payment of public and private debts by mailing
a check to such holder at the address of such holder as shown on the stock books
of  the  Corporation.

     SECTION  5.  Shares  to be Retired.  All shares of Series A Preferred Stock
purchased  or  redeemed  by  the  Corporation shall be retired and cancelled and
shall  be  restored to the status of authorized but unissued shares of Preferred
Stock,  without  designation  as  to  series.

     SECTION  6.  Liquidation.  (a) The shares of Series A Preferred Stock shall
rank  prior  to the shares of Junior Securities upon liquidation, dissolution or
winding  up of the Corporation, whether voluntary or involuntary (a "Liquidation
Transaction"),  so that in the event of any Liquidation Transaction, the holders
of  shares  of  Series  A  Preferred Stock then outstanding shall be entitled to
receive  out  of  the  assets  or surplus funds of the Corporation available for
distribution  to  its  stockholders,  or proceeds thereof, whether from capital,
surplus  or  earnings,  before any distribution is made to holders of any Junior
Securities,  a  liquidation  preference  in  an  amount  per  share  of Series A
Preferred Stock equal to the Liquidation Preference, plus an amount equal to all
dividends  (whether  or  not  earned  or declared) accumulated and unpaid on the
shares  of  Series  A  Preferred  Stock  to  the  date  of  final  distribution.

     (b)  If,  upon  any Liquidation Transaction, the assets or surplus funds of
the Corporation, or proceeds thereof, whether from capital, surplus or earnings,
distributable  among  the  holders of shares of Series A Preferred Stock and any
Parity  Securities  then  outstanding  are  insufficient  to  pay  in  full  the
preferential  liquidation  payments  due  to  such holders, such assets, surplus
funds  or  proceeds  shall  be  distributable  among  such  holders  ratably  in
accordance  with  the  amounts  that would be payable on such shares of Series A
Preferred  Stock  and  Parity  Securities  if  all  amounts payable thereon were
payable  in  full.

                                        7

     (c)  Neither the consolidation, merger or other business combination of the
Corporation with or into any other Person or Persons nor the sale or transfer of
all  or  substantially all the assets of the Corporation shall be deemed to be a
Liquidation  Transaction.

     SECTION  7.  Voting Rights. (a) The holders of shares of Series A Preferred
Stock  shall  not  be  entitled  to any voting rights except as provided in this
Section  7,  the Certificate of Incorporation of the Corporation or as otherwise
required  by  law.

     (b)  So  long  as  any  shares of Series A Preferred Stock are outstanding,
unless the vote or consent of the holders of a greater number of shares shall be
required  by law or by the Certificate of Incorporation, the affirmative vote of
at  least  66 2/3% of the votes entitled to be cast by the holders of the shares
of  Series  A  Preferred  Stock  given  in person or by proxy, either in writing
without  a  meeting  or  by vote at any meeting called for the purpose, shall be
necessary  for  effecting  or  validating:

     (i)  Any  amendment,  alteration  or repeal of any of the provisions of the
     Certificate  of  Incorporation  that  adversely  affects the voting powers,
     rights  or  preferences  of  the  holders  of the Series A Preferred Stock;
     provided,  that  the  amendment  of  the  provisions  of the Certificate of
     Incorporation  so  as to authorize or create, or to increase the authorized
     amount  of,  any shares of any Junior Securities or any shares of any class
     of  Parity Securities shall not be deemed to have a material adverse effect
     on  the  voting  powers,  rights  or preferences of the holders of Series A
     Preferred  Stock;  or

     (ii)  the  authorization  or creation of, or the increase in the authorized
     amount  of,  any  shares  of  (x) any class or series of a class of capital
     stock  of  the  Corporation  the  terms of which expressly provide that the
     shares  thereof  rank  senior  as  to  the  payment  of  dividends  or  the
     distribution  of  assets upon the liquidation, dissolution or winding up of
     the  Corporation to the shares of the Series A Preferred Stock (the "Senior
     Securities")  or  (y)  any  security  convertible  into, or exchangeable or
     exercisable  for,  shares of any Senior Securities;

provided,  however, that no such vote of the holders of Series A Preferred Stock
shall  be  required  if the time when such amendment, alteration or repeal is to
take  effect,  or  when  the  issuance of any such Senior Securities or security
convertible into, or exchangeable or exercisable for, Senior Securities is to be
made,  as the case may be, is after the Mandatory Redemption Date or an Optional
Redemption  Date  for all outstanding shares of Series A Preferred Stock and the
Mandatory  Redemption  Price  or  Optional  Redemption  Price  of  the  Series A
Preferred  Stock,  as  the case may be, shall have been irrevocably deposited as
provided  in  clause  (ii)  of  Subsection  4(c).

     For  purposes  of the foregoing provisions of this Section 7, each share of
Series  A  Preferred  Stock  shall have one vote per share.  Except as otherwise
required  by  applicable  law  or  as  set  forth herein, the shares of Series A
Preferred  Stock  shall  not have any relative, participating, optional or other
special  voting  rights  and powers and the consent of the holders thereof shall
not  be  required  for  the  taking  of  any  corporate  action.

                                        8


                             *          *          *













































                                        9

     IN WITNESS WHEREOF, Gulfport Energy Corporation has caused this Certificate
of  Designations,  Preferences  and  Relative, Participating, Optional and other
Special  Rights  of   Preferred  Stock   and   Qualifications,  Limitations  and
Restrictions  thereof  of  its  Cumulative Preferred Stock, Series A, to be duly
executed by its ___________________________ and attested to by its Secretary and
has  caused  its  corporate  seal  to be affixed hereto, as of this _____ day of
__________,  2002.



                                       -----------------------------------------
                                       Name:
                                       Title:


[Corporate  Seal]

ATTEST:

-------------------------------------
Name:
Title:






















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