CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT



     This Change in Control Executive Severance Agreement (this "Agreement"),

dated and effective May 5, 2005 (the ("Effective Date"), is by and between

Delta Petroleum Corporation, a Colorado corporation (the "Company"), and Roger

A. Parker (the "Executive").



                             STATEMENT OF PURPOSE



     The Company desires, for its continued success, to have the benefit of

services of experienced management personnel like the Executive.  The Board of

Directors of the Company (the "Board") therefore believes that it is in the

best interest of the Company and its shareholders that, in the event of a

prospective Change in Control of the Company, the Executive be reasonably

secure in his employment and position with the Company, so that the Executive

can exercise independent judgment as to the best interest of the Company and

its shareholders, without distraction by any personal uncertainties or risks

regarding the Executive's continued employment with the Company created by the

possibility of such a Change in Control. Therefore, the Company and the

Executive now desire to enter into this Agreement to assure severance benefits

to the Executive in connection with certain terminations of employment upon or

after a Change in Control of the Company.



                                   AGREEMENT



     In consideration of the statements made in the Statement of Purpose and

the mutual agreements set forth below, the Company and the Executive hereby

enter into this Agreement, as follows:



     1.  Definitions and Interpretation.  Various terms used in this Agreement

are defined in Exhibit A; each of the defined terms used in this Agreement

begins with a capital letter. Various interpretative matters for this

Agreement are also set forth in Exhibit A which is an integral part of this

Agreement and incorporated herein by reference.



     2.  Term of Agreement.  This Agreement will commence on the Effective

Date and shall continue in effect until December 31, 2006.  At the end of such

period and, if extended at the end of each two-year period commencing January

1st thereafter, the term of this Agreement shall be extended for an additional

two (2) year period but only if the Board delivers written notice at least

sixty (60) days prior to the end of such term, or extended term, to Executive

that the Agreement will be extended for an additional 2-year period.  In the

event that such notice is not provided, the Agreement will terminate at the

end of the term, or extended term, then in progress.  However, in the event a

Change in Control occurs during the original or any extended term, this

Agreement will remain in effect for thirty-six (36) months beyond the end of

the month next following the month in which such Change in Control occurred.

Notwithstanding the foregoing, severance and other benefits shall be provided

under this Agreement only in the event of a Severance Payment Event (as

defined in Exhibit A).  If there is not a Severance Payment Event, then any

severance or other post-termination benefits shall be provided under the terms

and conditions of the Employment Agreement (as defined in Exhibit A) to the

extent applicable.



     3.   Severance Benefits. Upon the occurrence of a Severance Payment

Event, in addition to any other severance or employment-termination

compensation or benefits to which the Executive may be entitled from the





Company or any Subsidiary under the terms of any Plan (other than a severance

benefits plan for employees generally) of which the Executive was a

participant or a beneficiary immediately before the Severance Payment Event,

the following shall occur:



          (a)  The Company shall pay the Executive in cash, within five

Business Days after the Severance Payment Event, all of his Base Salary and

all other earned but unpaid cash compensation or entitlements due to the

Executive through (and including) the date of the Severance Payment Event,

including unused earned and accrued vacation pay and unreimbursed reimbursable

business expenses.



          (b)  The Company shall make the Severance Payment in cash.  In its

discretion, the Compensation Committee may elect to make the Severance Payment

in a lump sum or in substantially equal monthly payments over 12 months, which

payment(s) shall be paid or commence to be paid within five Business Days

after the Severance Payment Event.



          (c)  The Company shall provide or arrange to provide the Executive

(whether or not under any Welfare Benefit Plan then maintained), at the

Company's sole expense and for the Benefit Continuation Period, Welfare

Benefits that are substantially the same the Welfare Benefits provided to the

Executive (and the Executive's spouse, dependents and beneficiaries)

immediately before the Severance Payment Event, except that the Welfare

Benefits to which the Executive is entitled under this subsection (c) will be

subject to the Executive's compliance with the restrictions set out in

Sections 4 through 13, and will be reduced to the extent that comparable

welfare benefits are received by the Executive from an employer other than the

Company or any Subsidiary during the Benefit Continuation Period. (The fact

that the cost of the participation by the Executive, or the Executive's

spouse, dependents or beneficiaries, in any Welfare Benefit Plan was paid

indirectly by the Company, as a reimbursement or a credit to the Executive,

before the Severance Payment Event does not mean that the corresponding

Welfare Benefits were not "provided to the Executive" by the Company for the

purpose of this subsection (c)).  Notwithstanding the foregoing, this

subsection (c) shall not apply if the Severance Payment Event is attributable

to the death of Executive; in such event, the Designated Beneficiary, spouse

and dependents of Executive shall be entitled to whatever rights and benefits

they have under the Plans at the time of death and nothing herein shall be

construed to limit  such rights and benefits.  In the event that the Company

cannot provide coverage under any Welfare Benefit Plan, as described in this

subsection (c), for the entire Benefit Continuation Period, or any portion

thereof, for whatever reason, then the Company shall pay the actuarial

equivalent of the present value of such foregone coverage for Executive (and

his spouse, dependents and beneficiaries, as applicable) directly to Executive

in a cash lump sum payment.  Such determination for each affected Welfare

Benefit Plan shall be made in good faith by the Compensation Committee.



          (d) Each Stock Award outstanding immediately before the Severance

Payment Event and not yet exercised or forfeited (as the case may be) will

automatically accelerate and become fully vested, exercisable, or

nonforfeitable upon the Severance Payment Event, as though all requisite time

had passed to fully vest the Stock Award or cause it to become exercisable or

nonforfeitable.  In addition to Stock Awards, any compensation due under a

performance-based, long-term incentive plan of the Company or a Subsidiary

will automatically accelerate and become fully payable and nonforfeitable upon

the Severance Payment Event, as though all requisite time had passed to fully

vest such compensation and all requisite performance goals attributable

thereto have been fully attained or satisfied.



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     In the event of any change to a Welfare Benefits Plan following a

Severance Payment Event, Executive and his spouse, dependents and

beneficiaries, as applicable, shall be treated consistently with the

then-current officers of the Company (or its successor) with respect to the

terms and conditions of coverage and other substantive provisions of the

Welfare Benefits plan.  Executive and his spouse hereby agree to acquire and

maintain any and all coverage for themselves and dependents that either or

both of them are entitled to at any time under (i) a health plan offered by

another employer or (ii) the Medicare program or any other medical coverage

program of the United States or any agency thereof.



     Notwithstanding any provision of this Agreement to the contrary, in order

to receive the severance benefits payable under Section 3(c) following a

Severance Payment Event, the Executive must first execute an appropriate

release agreement (on a form provided by the Company) whereby the Executive

agrees to release and waive, in return for such severance benefits, any

federal or state claims or causes of action that he has or may have against

the Company or a Subsidiary including, without limitation, for unlawful

discrimination, harassment or retaliation; provided, however, such release

agreement shall not release any claim or cause of action by or on behalf of

the Executive for (a) any payment or benefit that may be due or payable under

this Agreement or any Plan prior to the receipt thereof, (b) any willful

failure by the Company to cooperate with Executive (i) in exercising his

vested stock options or (ii) in the receipt of the proceeds from, or sale of,

his shares of restricted stock in the Company, each in accordance with the

terms of the respective Plan and stock option and restricted stock agreement,

as applicable, (c) non-payment of salary or benefits to which he is entitled

from the Company as of the Severance Payment Event, or (d) a breach of this

Agreement or the Employment Agreement by the Company.



     Notwithstanding any provision hereof to the contrary, the severance

benefits and post-termination restrictive covenants as provided in this

Agreement shall not duplicate, or otherwise be in addition to, similar

severance benefits or covenants provided under the Employment Agreement.  This

Agreement shall control and govern over the Employment Agreement in such

respect but only upon the occurrence of a Severance Payment Event hereunder.



     4.  Nondisclosure and Noncompetition. As an inducement to the Company to

enter into this Agreement, the Executive represents to and covenants with or

in favor of the Company his compliance with the restrictive covenants in

Sections 5 through 13, as a condition to the Company's obligation to continue

to provide severance benefits to Executive under Section 3 and to make

Gross-Up Payments to the Executive under Section 14; the Company may refuse to

continue providing those severance benefits or to make any Gross-Up Payment if

there is demonstrable noncompliance by Executive, as reasonably determined in

good faith by the Compensation Committee with notice to Executive and 30 days

to appeal such decision to the Compensation Committee.



     5.  Trade Secrets.



          (a)  Access to Trade Secrets.  As of the Effective Date and on an

ongoing basis, the Company agrees to give Executive access to Trade Secrets

which the Executive did not have access to, or knowledge of, before the

Effective Date.









                                      3





          (b)  Access to Specialized Training.  As of the Effective Date and

on an ongoing basis, the Company has provided, and agrees to provide on an

ongoing basis, Executive with Specialized Training which the Executive does

not have access to, or knowledge of, before the Effective Date.



          (c)  Agreement Not to Use or Disclose Trade Secrets.  In exchange

for the Company's promises to provide Executive with access to Trade Secrets

and Specialized Training and the other benefits provided under this Agreement,

Executive agrees that he will not during the Employment Period, or at any time

thereafter, disclose to anyone, including, without limitation, any person,

firm, corporation or other entity, or publish or use for any purpose, any

Trade Secrets and Specialized Training, except as required in the ordinary

course of the Company's business or as authorized by the Board.



          (d)  Agreement to Refrain from Defamatory Statements.  Executive

shall refrain, both during the Employment Period and thereafter, from

publishing any oral or written statements about any directors, officers,

employees, agents, investors or representatives of the Company or any

Affiliate that are slanderous, libelous, or defamatory; or that disclose

private or confidential information about the business affairs, directors,

officers, employees, agents, investors or representatives of the Company or

any Affiliate; or that constitute an intrusion into the seclusion or private

lives of any of such directors, officers, employees, agents, investors or

representatives; or that give rise to unreasonable publicity about the private

lives of such persons; or that place any such person in a false light before

the public; or that constitute a misappropriation of the name or likeness of

any such person.  A violation or threatened violation of these restrictive

covenants may be enjoined by a court of law notwithstanding the arbitration

provisions of Section 22.



     6.  Duty to Return Company Documents and Property.  Upon termination of

the Employment Period, Executive shall immediately return and deliver to the

Company any and all papers, books, records, documents, memoranda and manuals,

e-mail, electronic or magnetic recordings or data, including all copies

thereof, belonging to the Company or relating to its business, in Executive's

possession, whether prepared by Executive or others.  If at any time after the

Employment Period, Executive determines that he has any Trade Secrets in his

possession or control, Executive shall immediately return them to the Company,

including all copies thereof.



     7.  Best Efforts and Disclosure.  Executive agrees that, while he is

employed with the Company, he shall devote his full business time and

attention to the Company's business and shall use his best efforts to promote

its success.  Further, Executive shall promptly disclose to the Company all

ideas, inventions, computer programs, and discoveries, whether or not

patentable or copyrightable, which he may conceive or make, alone or with

others, during the Employment Period, whether or not during working hours, and

which directly or indirectly:



          (a)  relate to a matter within the scope, field, duties or

responsibility of Executive's employment with the Company; or



          (b)  are based on any knowledge of the actual or anticipated

business or interests of the Company; or



          (c)  are aided by the use of time, materials, facilities or

information of the Company.





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     Executive assigns to the Company, without further compensation, any and

all rights, titles and interest in all such ideas, inventions, computer

programs and discoveries in all countries of the world.  Executive recognizes

that all ideas, inventions, computer programs and discoveries of the type

described above, conceived or made by Executive alone or with others within 12

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