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                                                                 EXHIBIT 10.15

                          PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is dated the 28TH
day of December, 1995, between SHIELD PETROLEUM INCORPORATED, a Texas
corporation, ("Shield"), 1303 FM 2818 E, College Station, Texas 77840, and P&M
Properties, a Texas general partnership, ("P&MP"), 2703 Pierre, College
Station, Texas 77845, (Shield and P&MP are sometimes collectively referred to
as "Seller"), and HUGOTON ENERGY CORPORATION, a Kansas corporation, ("Buyer"),
301 N.  Main, Suite 1900, Wichita, Kansas 67202.  EAGLE OIL & GAS CO.
("Eagle"), 8111 Preston Road, Suite 900, Dallas, Texas 75225, joins herein for
the limited purpose described in Section 1.05.

         In consideration of their mutual promises, Buyer and Seller agree to
the sale of the Leases and Assets (both defined below) under the terms of this
Agreement.

                                   ARTICLE I

                               SALE AND PURCHASE

         1.01    Purchase and Sale.  Subject to the terms and conditions of
this Agreement, Seller shall sell and Buyer shall purchase and pay for, at the
Closing, as defined herein, the rights, titles and interests of Seller
described in this Article I (collectively the "Assets"). Shield is selling the
Brazos County Assets described below in Section 1.02, except for those certain
Brazos County Undeveloped Leases described below.  P&MP is selling the Brazos
County Undeveloped Leases.

         1.02    Brazos County Assets. An undivided twenty-five percent (25%)
interest in and to the oil and gas leases described on Exhibit "A-1" (the
"Brazos Leases"), including that portion of the Brazos Leases which lie outside
of the producing units described under Section B. of Exhibit A-1 (the "Brazos
County Undeveloped Leases"), which shall be the operating interests and net
revenue interests in the Brazos Leases shown on Exhibit "A-1," INSOFAR and ONLY
INSOFAR as said Brazos Leases cover the lands described on Exhibit "A-1" (the
"Brazos Lands"), together with an undivided twenty- five percent (25%)
interest in the following:

         (a)     all rights in respect of any pooled or unitized acreage
                 located in whole or in part within the Brazos Lands by virtue
                 of the Brazos Leases, including rights to production from the
                 pooled unit allocated to any lease being a part thereof,
                 regardless of whether such production is from the Brazos
                 Lands.

         (b)     the seven (7) existing producing wells and the one (1)
                 drilling well described on Exhibit "A-2."

         (c)     all production sales contracts, transportation agreements,
                 operating agreements, pooling or unitization agreements,
                 farmin agreements, leases of equipment or facilities, surface
                 leases, permits, rights-of- way, easements and licenses, AMI
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                 agreements, salt water disposal agreements, salt water
                 disposal permits, damage settlement agreements (surface or
                 otherwise), and other contracts and agreements of Seller that
                 are appurtenant to or used in connection with the Brazos
                 Leases and Lands, (collectively the "Brazos Contracts"),
                 including, without limitation, those described on Exhibit
                 "A-3," but only to the extent the same may be transferred
                 without violating the provisions thereof.

         (d)     all personal property, equipment and fixtures located on and
                 used in the operation of the Brazos Leases and Lands,
                 including, without limitation, that which is described on
                 Exhibit "A-4."

         (e)     copies, made at Buyer's expense, of files, records, documents
                 and data in the possession of Seller related to the Brazos
                 Leases and Lands or the other assets described in (a), (b) and
                 (d) above, the transfer or disclosure of which would not
                 violate the terms of any existing agreement(s) with a third
                 party.

         1.03    Washington, Grimes, Montgomery and Austin County Assets.  An
undivided fifty percent (50%), before Payout (as hereinafter defined in Section
6.03(b)) and an undivided forty-two and one half percent (42.5%), after Payout,
of Seller's interest in the oil, gas and mineral leases described in Exhibit
"B" (the "WGMA Leases"), insofar as the lands covered thereby (the "WGMA
Lands"); provided, however, that Seller may amend Exhibit "B," within ten (10)
days of the date hereof, to include additional oil, gas and mineral leases
covering up to 8,000 Mineral Acres (the "Additional WGMA Leases"), provided
Seller has obtained such leases by the expiration of the 10 day period.  A
Mineral Acre is defined as the full mineral interest in one acre of land.
Seller shall furnish Buyer at the end of said 10 day period with an amendment,
if any, to Exhibit "B," showing the Additional WGMA Leases.  A lease shall be
considered to have been obtained, for the purpose of this Section 1.03, when
payment is made to the lessor of the lease, or when the lease and a bank draft
representing payment of the bonus consideration for the lease are deposited for
collection with Seller's bank.  Any lease obtained after 5:00 p.m. on January
2, 1996, shall not be an Additional WGMA Lease.

         1.04    Excluded Assets.  The following rights, titles and interests
of Seller are not included in the Assets and are expressly reserved to Seller
(collectively the "Excluded Assets"), to wit:

         (a)     all rights and choses in action arising, occurring or existing
                 in favor of Seller prior to the Effective Time (hereinafter
                 defined) or arising out of operation of or production from the
                 Assets prior to the Effective Time, including, but not limited
                 to, any and all contract rights, claims, receivables,
                 recoupment rights (including gas imbalances), accounting
                 adjustments, mispayments, erroneous payments or other claims
                 of any nature in favor of Seller and relating and accruing to
                 any time prior to the Effective Time, including, without
                 limitation, any such claims which Seller has against
                 Chesapeake Operating, Inc.





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         (b)     Seller's rights in software, patents, licenses, processes,
                 intellectual property, depictions, designs, flow charts,
                 hardware, and all other like or similar property connected
                 with location diagnostics, target zone identification or
                 horizontal drilling and production procedures or technology.

         1.05    Eagle Joinder.   The WGMA Leases are subject to that certain
                 Letter Agreement dated December 13, 1994, as amended July 26,
                 1995, between Reata Oil and Gas Corporation and Eagle (the
                 "Letter Agreement"), pursuant to which Eagle advanced certain
                 monies to Shield for the acquisition of the WGMA Leases.  Also
                 pursuant to the Letter Agreement, Eagle is entitled to
                 reimbursement of certain monies advanced, is granted an
                 unrecorded security interest in the WGMA Leases to secure said
                 reimbursement, and has an option to participate in ownership
                 of the WGMA Leases.  Eagle joins in this Agreement for a
                 limited purpose, which is to evidence its consent to the sale
                 of the interest in the WGMA Leases described in Section 1.03
                 above, free and clear of: (i) any claim to reimbursement from
                 Seller for, (ii) any security interest in, and (iii) any
                 option to participate in the ownership of, the interest in the
                 WGMA Leases to be sold to Buyer hereunder (collectively the
                 "Eagle Claims"), subject to the satisfaction of the conditions
                 described in Section 3.03.

         1.06    Effective Time.  The purchase and sale shall be effective as
to oil runs and deliveries of gas and for all other purposes as of 7:00 a.m.
Central Time, on the 1st day January 1996 (the "Effective Time").

                                   ARTICLE II

                                 PURCHASE PRICE

         2.01    Purchase Price.  Subject to Section 2.03 below, the Purchase
Price for the Assets shall be as follows:

         (a)     Brazos County Assets described in Section 1.02 -  Five Million
                 Two Hundred Fifty Thousand Dollars ($5,250,000.00).

         (b)     WGMA Leases described in Section 1.03 - Three Million Three
                 Hundred Thousand Dollars ($3,300,000.00).

         (c)     Additional WGMA Leases Described in Section 1.03 - One Million
                 One Hundred Thousand Dollars ($1,100,000.00), subject to the
                 adjustment to purchase price provisions of Section 2.03 and
                 3.02(f) below.

         2.02    Payment of Purchase Price.  The Purchase Price shall be paid
at the Closing by wire transfer or in other immediately available funds as may
be requested by Seller.





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         2.03    Adjustment to Purchase Price.  The Purchase Price shall be
subject to the following adjustments; which shall be made in proportion to the
interest transferred to Buyer:

         (a)     The Purchase Price shall be adjusted upward by the following:

                 (1)      the value of all merchantable, allowable oil in
                          storage above the pipeline connection at the
                          Effective Time that is credited to the Assets, the
                          value to be the EOTT Energy Operating Limited
                          Partnership posted price in effect for such oil at
                          the respective wells described on Exhibit "A-2" as of
                          the Effective Time, less applicable taxes, and
                          adjusted for gravity, transportation and other
                          customary adjustments; and

                 (2)      the amount of all actual direct operating
                          expenditures (including royalties and production
                          taxes paid with respect to the Assets, and also
                          including Seller's administrative overhead as
                          provided for in the applicable operating agreements)
                          paid by Seller that are attributable to the Assets
                          during the period of time between the Effective Time
                          and the Closing Date (as defined in Section 9.01
                          below).

         (b)     The Purchase Price shall be adjusted downward by the
                 following:

                 (1)      any proceeds of production received by Seller that
                          are attributable to the Assets during the period of
                          time between the Effective Time and the Closing Date;

                 (2)      an amount equal to all unpaid ad valorem, property,
                          production, severance and similar taxes and
                          assessments based upon or measured by the ownership
                          of property or the production of hydrocarbons or the
                          receipt of proceeds therefrom accruing to the Assets
                          prior to the Effective Time, which amount shall be
                          based upon such taxes assessed against the applicable
                          portion of the Assets for the preceding calendar year
                          or, in cases where such taxes are assessed on other
                          than a calendar year basis, for the tax related year
                          last ended;

                 (3)      an amount equal to the actual monitory consideration
                          received by Seller and attributable to the Assets,
                          prior to closing, for the sale of any gas from the
                          Brazos Leases which is attributable to the ownership
                          of another party; and

                 (4)      an amount equal to the aggregate value of Defects, as
                          determined in Section 3.02.





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                                  ARTICLE III

                                 TITLE MATTERS

         3.01    Access to Records.  From the date hereof until the Closing,
Seller will give Buyer reasonable access during Seller's normal business hours
to all information related to the Assets, presently in Seller's custody at the
present location of those documents, and Seller will either copy such
information for the account of Buyer, in which event Buyer shall reimburse
Seller for the reasonable costs of such copying, or make the information
available to copying within the confines of Seller's offices.

         3.02    Title Procedure.  If any of the information or materials
supplied by Seller pursuant to this Agreement or any other information or data
reflects the existence of any Defect (defined below) Buyer shall notify Seller
in accordance with Section 3.02(b).

         (a)     Definition of Defect.  For purposes of this Agreement,
                 "Defect" shall refer to any of the following (except to the
                 extent that any of them shall constitute a "Permitted
                 Encumbrance," as hereinafter defined):  (i) liens securing
                 unpaid indebtedness or taxes, including all mortgages, deeds
                 of trusts or other adverse claims not shown on Exhibit C; (ii)
                 calls on production, preferential rights, consents to
                 assignment and similar provisions of this type commonly
                 encountered in the oil and gas industry; (iii) matters that
                 would increase the operating interest (without an accompanying
                 increase in net revenue interest) or reduce the net revenue
                 interest, each as set forth on Exhibits "A-1" and "B" (without
                 regard to whether such matters have arisen by, through or
                 under Seller); (iv) information indicating that title to any
                 part of the Assets is not vested in Seller; (v) differences
                 between the information and data supplied by Seller to Buyer
                 concerning the payout status of wells, the existence of
                 reversionary, back-in or other similar rights in favor of
                 third persons as of the Effective Time and the information and
                 data concerning such items, if any, contained in the Exhibits
                 or schedules to this Agreement; (vi) differences between the
                 operating interests or net revenue interests set forth on
                 Exhibits "A-1" and "B" and the operating interests and net
                 revenue interests determined by Buyer pursuant to its review
                 of title; and (vii) notice contained in any instrument
                 recorded in a county in which any of the Assets are located,
                 reflecting Seller's noncompliance with the terms and
                 provisions of any contract, lease, license, and/or  any rule
                 or order promulgated by a state or federal authority having
                 regulatory jurisdiction over the Assets.

         (b)     Notice of Defects.  Buyer shall give Seller notice of any
                 Defect.  The Notice shall: (i) be in writing; (ii)
                 describe in sufficient detail the nature of the Defect(s);
                 (iii) state the amount by which each Defect has diminished the
                 value of the Asset(s) (which amount will be determined by the
                 Buyer in good faith and in a commercially reasonable manner on
                 the basis of the market value of the Assets affected and the
                 provision of Section 3.02(e) or 3.02(f)); and (iv) be
                 delivered to





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                 Seller as soon as possible, but in no event later than 5:00
                 p.m., local time, on January 8, 1996.  If Seller does not
                 agree with the value assigned to any Defect by Buyer, then
                 Buyer and Seller shall proceed in good faith to reach
                 agreement regarding the value.  If Buyer and Seller are not
                 able to reach agreement concerning the value of any Defect on
                 or before January 10, 1996, then the Closing with respect to
                 the Asset(s) affected shall be the Delayed Closing Date as
                 more particularly provided for in Section 9.01.  If Buyer and
                 Seller are not able to reach agreement concerning the value of
                 any Defect on or before the Delayed Closing Date, then the
                 Asset(s) affected shall be deleted from the sale contemplated
                 hereby and the Purchase Price shall be adjusted accordingly.
                 All Defects which are not identified to Seller as described
                 above are waived by Buyer.

         (c)     Remedies for Defects.  Seller shall have until the Closing
                 Date to attempt to cure any Defect at its sole expense.  If
                 Seller is unable to cure any Defect by the Closing Date, then
                 the Closing with respect to Asset(s) affected shall be the
                 Delayed Closing Date as more particularly provided for in
                 Section 9.01.  If Seller is unable to cure any Defect by the
                 Delayed Closing Date, then Buyer may, at its option, elect:
                 (i) to accept the affected Asset(s) and cure the Defect
                 itself; or (ii) to delete the Asset(s), or the proportionate
                 part thereof, affected by the Defect from the sale
                 contemplated hereunder (it being understood that, in such
                 event, the Purchase Price shall be reduced in accordance with
                 Section 3.02(e) or 3.02(f), whichever is applicable).
                 Notwithstanding the remedies for Defects set forth above, if
                 the amount stated by Buyer by which the Defects reduce or
                 increase the value of the Assets does not exceed One Hundred
                 Thousand Dollars ($100,000.00), then Seller and Buyer shall
                 nevertheless proceed to the Delayed Closing without a
                 reduction or increase in the Purchase Price.

         (d)     Permitted Encumbrances.  "Permitted Encumbrances" shall mean:
                 (i) minor Defects in title which do not require the payment of
                 money or are such as would normally be accepted by a
                 reasonable buyer of producing and/or non-producing oil and gas
                 leases using standards generally applied by such buyers in the
                 area in which the Assets are located; (ii) liens for labor,
                 services, materials or supplies furnished to the Assets which
                 are not delinquent and which will be paid or discharged in the
                 ordinary course of business; (iii) liens for taxes or
                 assessments not yet due and not delinquent; (iv) lessors'
                 royalties, overriding royalties, division orders, reversionary
                 interests and similar burdens that do not operate to reduce
                 the net revenue interest in any of the Assets to less than the
                 amount set forth on Exhibits "A-1" and "B"; (v) production
                 sale contracts, unitization and pooling declarations and
                 agreements and operating agreements, insofar as such contracts
                 and agreements do not operate to increase the operating
                 interest as set forth on Exhibits "A-1" and "B," or decrease
                 the net revenue interest as set forth on said Exhibits; (vi)
                 preferential rights to purchase and consents to assign for
                 which waivers have been obtained or preferential rights to
                 purchase for which the





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                 applicable time period, after receipt of notice, for exercise
                 of the right has expired; and (vii) the matters subject to the
                 provisions of Section 3.03.

         (e)     Value of Brazos County Producing and Undeveloped Assets.  For
                 the purpose of this Section 3.02, Buyer and Seller have
                 attached Schedule 3.02(e), which allocates the Purchase Price
                 among the Brazos County Producing Assets for the sole purpose
                 of adjusting the Purchase Price allocable to the Brazos County
                 Assets to reflect the maximum reduction in value of these
                 Assets caused by one or more Defects.  The Purchase Price
                 shall be reduced dollar-for-dollar by the amount of any Defect
                 which is liquidated, provided that, in no case, can the value
                 of the Asset(s) affected be reduced below zero.  If the amount
                 of any Defect is not liquidated, then Buyer and Seller shall
                 reduce the Purchase Price allocable to the affected Asset(s)
                 by an amount which they reasonably believe reflects the
                 reduction in value of the Asset(s) resulting from such
                 Defect(s).

         (f)     Value of WGMA Leases and Additional WGMA Leases. For the
                 purpose of this Section 3.02, Buyer and Seller have agreed
                 that the WGMA Leases cover 24,000 Mineral Acres and that the
                 value of each Mineral Acre covered by said WGMA Leases is Two
                 Hundred Seventy-five Dollars ($275.00) per Mineral Acre.  For
                 the purpose of adjusting the Purchase Price, however, the
                 value of each Mineral Acre is proportionately reduced to the
                 interest to be assigned to Buyer, being One Hundred
                 Thirty-seven and 50/00 Dollars ($137.50).  The Purchase Price
                 shall be reduced dollar-for-dollar by the amount of any Defect
                 which is liquidated, provided that, in no case, can the value
                 of the Asset(s) affected be reduced below zero.  If the amount
                 of any Defect is not liquidated, then Buyer and Seller shall
                 reduce the Purchase Price allocable to the affected Asset(s)
                 by an amount which they reasonably believe reflects the
                 reduction in value of the Asset(s) resulting from such
                 Defect(s).  After the date of this Agreement, Seller may
                 acquire Additional WGMA Leases covering up to an additional
                 8,000 Mineral Acres.  If, at the Closing, it is determined
                 that the Additional WGMA Leases purchased on or before 5:00
                 p.m. on January 2, 1996, pursuant to Section 1.03 above, do
                 not cover 8,000 Mineral Acres, then the Purchase Price shall
                 be reduced dollar-for-dollar by an amount equal to the
                 difference between 8,000 Mineral Acres and the number of
                 Mineral Acres covered by the Additional WGMA Leases multiplied
                 by One Hundred Thirty-seven and 50/00 Dollars ($137.50) plus
                 the amount of any Defects valued in the same manner as
                 provided above for the WGMA Leases.

         3.03    Certain Title Matters Subject to Escrow.  All or portions of
                 the Assets are, or may be, subject to the liens described in
                 Exhibit "C" (the "Liens").  Seller is currently negotiating
                 with each of the holders of the Liens a liquidated payoff
                 amount, which Seller shall cause Buyer to deposit into an
                 escrow at the Closing, and in consideration of which
                 liquidated payoff amount each stated lien holder shall deposit
                 into said escrow a release, in a form satisfactory to Buyer,
                 insofar as each of the Liens cover the Assets to be
                 transferred to Buyer hereunder.





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         3.04    Casualty Loss--Brazos County Assets.  If, prior to the
                 Closing, all or any portion of Assets comprised of the
                 producing wells described on Exhibit A-2 shall be destroyed by
                 fire or other casualty ("Casualty Defect"), Seller shall
                 notify Buyer promptly after Seller learns of such event.
                 Seller shall have the right, but not the obligation, to cure
                 any Casualty Defect by repairing such damage or, in the case
                 of personal property or fixtures, replacing them with
                 equivalent items, no later than the date of Closing, all to
                 Buyer's reasonable satisfaction.  If any uncured Casualty
                 Defect exists at the Closing, Buyer shall proceed to purchase
                 the Assets affected thereby, and the Purchase price shall be
                 reduced by the aggregate reduction in value of the Assets on
                 account of such Casualty Defect, as determined by mutual
                 agreement of the parties.  If the parties fail for any reason
                 to agree prior to the Closing on the amount of any Purchase
                 Price adjustments on account of Casualty Defects, Buyer shall
                 accept the affected Assets and the Purchase Price shall be
                 reduced by an amount determined by a mutually acceptable
                 independent appraiser, equal in value of all Casualty Defects
                 not accounted for at Closing.

                                   ARTICLE IV

                           REPRESENTATIONS OF SELLER

         Shield and P&MP, each individually, as applicable, and collectively,
as Seller, to the extent applicable to both Shield and P&MP, represent and
warrant to Buyer:

         4.01    Existence. Shield is a corporation duty organized, validly
existing and in good standing under the laws of the State of Texas.  P&MP is a
Texas general partnership duly organized and existing under the laws of the
State of Texas and comprised only of Ray Powell, general partner, and Ken
Martin, general partner.

         4.02    Power and Authorization. Shield has all corporate power,
authority and capacity to enter into and perform this Agreement and the
transactions contemplated hereby.  P&MP has the power, capacity and authority
to enter into and perform this Agreement and the transactions contemplated
hereby.  The consummation of the transactions contemplated by this Agreement
will not violate, nor be in conflict with, any provision of Seller's charter,
bylaws, or governing documents, or any agreement or instrument to which Seller
is a party or is bound, or any judgment, decree, order, statute, rule or
regulation applicable to Seller.  The execution, delivery and performance of
this Agreement and the transactions contemplated hereby have been duly and
validly authorized by all requisite corporate or partnership action, as the
case may be, on the part of Seller.

         4.03    Valid, Binding and Enforceable.  This Agreement has been duly
executed and delivered on behalf of Seller, and at the Closing all documents
and instruments required





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hereunder to be executed and delivered by Seller shall have been duly executed
and delivered.  This Agreement does, and such documents and instruments shall,
constitute legal and valid obligations of Seller.

         4.04    Brokers.  Seller has incurred no obligation or liability,
contingent or otherwise, for brokers' or finders' fees in respect of the
matters provided for in this Agreement for which Buyer is or will be in any way
liable.

         4.05    No Defaults.  Seller, to the best of its knowledge, is not in
default under any contract or agreement pertaining to the Assets.

         4.06    Title and Validity of Leases. Seller owns the Assets and has
full power and right to sell and convey the same.  To the best of Seller's
knowledge, the Leases are in full force and effect, are valid and subsisting,
cover the entire estates they purport to cover, and are not subject to
forfeiture or termination from any cause.

         4.07    Payment of Rents and Royalties. To the best of Seller's
knowledge, all royalties, rentals and other payments due under the Leases have
been properly and timely paid, and all conditions necessary to keep the Leases
in force have been fully performed.

         4.08    Taxes. To the best of Seller's knowledge, all ad valorem,
property, production, severance, excise and similar taxes and assessments based
on or measured by the ownership of property or the production of hydrocarbons
or the receipt of proceeds therefrom on the Assets that have become due and
payable have been properly and timely paid.

         4.09    Litigation. To the best of Seller's knowledge, no suit,
action, investigation or other legal proceeding is pending  before any court or
governmental agency and no set of facts or cause of action exists that relates
to the Assets that might result in impairment or loss of Seller's title to any
portion of the Assets or the value thereof or that might hinder or impede the
operation or enjoyment of the Leases.

         4.10    Compliance With Laws. To the best of Seller's knowledge, all
laws, rules, regulations, ordinances and orders of all local, state and federal
governmental bodies, authorities and agencies having jurisdiction over the
Assets have been complied with.

         4.11    Environmental Condition. Seller, to the best of its knowledge,
with respect to the Assets, is not in violation of or subject to any existing,
pending or threatened investigation or inquiry by any governmental authority or
to any remedial obligations under any applicable laws pertaining to health or
the environment as such laws now exist and are defined in Section 10.05 and
sometimes collectively called "Applicable Environmental Laws."  To the best of
Seller's knowledge, no Hazardous Substances or Waste Material (as those terms
are defined in Applicable Environmental Laws or in regulations promulgated
thereunder) have been disposed of or otherwise released on or to the Assets.





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         4.12    Preferential Rights and Consents.  There are no existing
agreements, options, preferential rights to purchase, or required consents to
assignment, commitments or rights with, to or in any third party to acquire any
interest of Seller in any portion of the Assets.  Further,  Seller does not
require any consent or approval of third parties or governmental agencies to
enter into this Agreement or to consummate the transactions contemplated
herein.

         4.13    Prepayments, Non-Consent Operations and Calls.  Seller is not
obligated to deliver any quantities of oil, gas or other hydrocarbon substances
at some future time without thereafter receiving full payment therefor in the
ordinary course of business.  No operations have been conducted pursuant to any
agreement to which Seller is a party and that affect the Assets which would
result in Seller relinquishing, permanently or temporarily, any interests or
ownership rights in any portion of its Assets, or under which Seller has become
a "non-consenting" party.  Seller has not granted any person, firm or entity
any call upon, option to purchase or similar rights with respect to any oil,
gas or other hydrocarbon substances to be produced from or which is allocable
to the Assets.

         4.14    Gas Imbalances and Production Allowables.  There are no gas
imbalances relating to any well included in the Assets and no well included in
the Assets is subject to penalty because it has produced in excess of any
production allowable prescribed by any governmental authority having
jurisdiction.

         4.15    Disclaimers. THE REPRESENTATIONS AND WARRANTIES OF SELLER
CONTAINED IN THIS AGREEMENT (OR IN THE ASSIGNMENT) AND IN ANY OTHER TRANSACTION
DOCUMENTS TO WHICH SELLER IS A PARTY ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND
SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND
WARRANTIES.  WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS SET FORTH IN ANY
OTHER TRANSACTION DOCUMENTS, THE ASSETS SHALL BE CONVEYED PURSUANT HERETO
WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND, WITH RESPECT TO THE PERSONAL PROPERTY AND EQUIPMENT, WITHOUT
ANY REPRESENTATION RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY PORTION OF THE PROPERTY OR ITS FITNESS FOR ANY PURPOSE,
AND, EXCEPT AS PROVIDED OTHERWISE IN ANY TRANSACTION DOCUMENTS, WITHOUT ANY
OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION
WHATSOEVER.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE TRANSACTION
DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA,
REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR
HEREAFTER FURNISHED OR MADE AVAILABLE TO THE BUYER IN CONNECTION WITH THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION, RELATIVE TO





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PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OR POTENTIAL OF THE PROPERTIES TO
PRODUCE HYDROCARBONS.

                                   ARTICLE V

                            REPRESENTATIONS OF BUYER

         Buyer represents and warrants to Seller that:

         5.01    Existence.  Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Kansas, and Buyer
is duly qualified to carry on its business in the State of Texas.

         5.02    Power and Authorization.  Buyer has all corporate power,
authority and capacity to enter into and perform this Agreement and the
transactions contemplated hereby.  The consummation of the transactions
contemplated by this Agreement will not violate, nor be in conflict with, any
provision of Buyer's charter, bylaws, or governing documents, or any agreement
or instrument to which Buyer is a party or is bound, or any judgment, decree,
order, statute, rule or regulation applicable to Buyer.  The execution,
delivery and performance of this Agreement and the transactions contemplated
hereby have been duly and validly authorized by all requisite corporate action
on the part of Buyer.

         5.03    Valid, Binding and Enforceable.  This Agreement has been duly
executed and delivered on behalf of Buyer, and at the Closing all documents and
instruments required hereunder to be executed and delivered by Buyer shall have
been duly executed and delivered.  This Agreement does, and such documents and
instruments shall, constitute legal and valid obligations of Buyer.

         5.04    Brokers.  Buyer has incurred no obligation or liability,
contingent or otherwise, for brokers' or finders' fees in respect of the
matters provided for in this Agreement for which Seller is or will be in any
way liable.

         5.05    Governmental Requirements.  By the Closing, Buyer shall have
received or procured all required bonds, governmental approvals, consents,
licenses and permits required in the ownership of the Assets except for those
approvals, consents, licenses and permits ordinarily acquired after the
Closing.

         5.06    Independent Investigation and Disclaimer.  Prior to the
Closing of this Agreement, Buyer has been afforded the opportunity to inspect
the Assets and to examine the records of Seller at Seller's offices with
respect to the Assets, and has been afforded access to all information in
Seller's possession with respect to the Assets.  BUYER ACKNOWLEDGES THAT SELLER
HAS MADE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF
SUCH INFORMATION, OR AS TO ANY OTHER





                                       11
<PAGE>   12
INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO BUYER BY OR
ON BEHALF OF SELLER (INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OR EXTENT OF
OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF
RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCTION
PRICING ASSUMPTION, PRESENT OR PAST PRODUCTION RATES, THE CONDITION OF ANY
WELL, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER THE CLOSING).  IN
ENTERING INTO AND PERFORMING THIS AGREEMENT, BUYER HAS RELIED SOLELY UPON ITS
INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE ASSETS, AND
THEIR VALUE.

                                   ARTICLE VI

                                   COVENANTS

         6.01    Operations.  From the date of this Agreement until the
Closing, Seller (i) shall permit Buyer to have reasonable access to the Assets;
and (ii) shall operate the Assets as a reasonably prudent operator.
Specifically:

         (a)     Seller shall not enter into any contractual commitments or
                 other arrangements, including AFE's for any single operation
                 involving amounts exceeding On Hundred Thousand Dollars
                 ($100,000.00), or for any single operation having a projected
                 duration exceeding thirty (30) days, which would continue
                 beyond the Closing and which would be after the Closing
                 binding upon Buyer, without the prior written consent of
                 Buyer.

         (b)     Seller shall not sell, transfer, convey or encumber any
                 portion of the Assets, or create or permit to exist any
                 security interest, liens or encumbrances on any of the
                 Assets, except for Permitted Encumbrances.

         (c)     Seller shall not release any of the Brazos Leases or the WGMA
                 Leases, without the prior written consent of Buyer.

         6.02    Confidentiality.  Until the Closing, Buyer shall cause the
information and data furnished or made available by Seller to Buyer and its
officers, employees, and representatives in connection with this Agreement or
Buyer's investigation of the Assets to be maintained in strict confidence.

         6.03    Development Agreement.  As a condition to the Closing, Buyer
and Seller will negotiate in good faith a mutually acceptable agreement for the
exploration and development of the undeveloped Brazos Leases, and the WGMA
Leases, including the Additional WGMA Leases (the "Development Agreement").
Among other provisions, to be negotiated and agreed upon by the parties, the
Development Agreement shall provide:





                                       12
<PAGE>   13
         (a)     The lands subject to the Development Agreement shall be
                 operated pursuant to the terms of a mutually acceptable form
                 of Operating Agreement naming Reata Oil and Gas Corporation as
                 Operator (the "Operating Agreement").

         (b)     Payout shall be on a well-by-well basis with respect to each
                 proration unit or pooled unit then authorized or prescribed by
                 statewide or special field rules, as the case may be, for the
                 reservoir in which the first well is completed and which
                 includes all or a portion of any of the non-productive leases
                 described above (the "Unit"). Payout shall occur on the first
                 day of the month following the date on which the gross
                 proceeds of production actually received by Operator from the
                 Unit, less (i) applicable production taxes or severance taxes;
                 and less (ii) all royalties, overriding royalties, and other
                 payments out of production which as of the Effective Time
                 burden the Leases included in the Unit; and less any
                 overriding royalty reserved by Seller under this Agreement,
                 shall equal the costs incurred by Operator in drilling,
                 testing, completing, equipping and operating the first well
                 completed for production on said Unit, which costs shall be
                 calculated in accordance with the accounting procedure
                 attached to the Operating Agreement.  If prior to completion
                 of the first well on a Unit for production, a prior well is
                 commenced, but is not completed for production, but is plugged
                 and abandoned, then the costs of such a well shall be included
                 in the amounts to be recovered for payout to occur.  It is the
                 intent of the parties hereto that only the costs, as set out
                 above, incurred in connection with the initial well drilled on
                 a Unit shall be used in the calculation of payout of a well.
                 No such costs incurred in any subsequent operations within the
                 Unit, including but not limited to the drilling of additional
                 wells within the Unit, reworking or redrilling of the initial
                 well, or drilling of additional horizontal laterals within
                 said well, whether undertaken prior to or subsequent to the
                 payout of a well, shall be counted in the calculation of the
                 payout of a well.

         (c)     As additional consideration for the sale and purchase of the
                 non-producing leases described above, Buyer will pay to
                 Operator for the account of Seller, on a well-by-well basis,
                 an amount equal to five percent (5%) of all of the costs
                 incurred by Operator in drilling, testing, completing, and
                 initially equipping the initial well completed for production
                 or plugged and abandoned on each Unit, limited, however, to
                 one hundred ten percent (110%) of such costs as shown on the
                 AFE approved by Buyer for each such well, proportionately
                 reduced to Buyer's operating interest in such well.

         (d)     As further additional consideration for the sale and purchase
                 of the non-producing leases described above, Buyer will pay to
                 Operator for the account of Seller, on a well-by-well basis,
                 an amount equal to three and three quarters percent (3.75%) of
                 all of the costs incurred by Operator in drilling, testing,
                 completing, and initially equipping and operating the initial
                 well completed for production or





                                       13
<PAGE>   14
                 plugged and abandoned on each Unit which includes all or a
                 portion of the WGMA Leases

The foregoing Sub-Sections 6.03(b) and 6.03(d)  shall have no application to
any well or Unit comprised in whole or in part of the Brazos Leases.

                                  ARTICLE VII

                          ASSIGNMENT AND BILL OF SALE

         7.01    Assignment and Bill of Sale.  As a condition to the Closing,
Buyer and Seller will negotiate in good faith a mutually acceptable assignment
and bill of sale (the "Assignment"), which shall be made with a general
warranty of title, limited, however, to return of the Purchase Price allocable
to the Asset or the portion thereof with respect to which there is a failure of
title.  SELLER SHALL MAKE NO WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED,
AS TO THE MERCHANTABILITY OF ANY OF THE PERSONAL PROPERTY AND EQUIPMENT RELATED
TO THE ASSIGNED INTERESTS OR THEIR FITNESS FOR ANY PURPOSE, BUYER HAVING
SATISFIED ITSELF AS TO THE CONDITION OF SAME, AND BUYER AGREEING THAT IT
ACCEPTS THE SAME "AS IS, WHERE IS, WITH ALL FAULTS."

         7.02    Reserved Overriding Royalty. With respect to the WGMA Leases,
including the Additional WGMA Leases, if the net revenue for any of the WGMA
Leases is eighty percent (80%) or greater, then Seller shall reserve in the
Assignment an overriding royalty equal to five percent (5%) of 8/8
proportionately reduced to the interest assigned to Buyer and proportionately
reduced to the extent that any of the WGMA Leases covers less than the entire
oil and gas leasehold estate in the lands covered thereby.  If the net revenue
for any of the WGMA Leases is less than eighty percent (80%), then Seller shall
reserve an overriding royalty equal to the difference between twenty-five
percent (25%) and existing lease burdens at the Effective Time, proportionately
reduced as described above.  With respect to the Brazos Leases, Seller shall
reserve an overriding royalty equal to the difference, if any, between
twenty-five percent (25%) and lease burdens existing at the Effective Time,
proportionately reduced as described above.  Notwithstanding the foregoing,
Seller's reserved overriding royalty shall be reduced to the extent necessary
so that Buyer receives not less than a seventy-five percent (75%) net revenue
interest in each of the leases, proportionately reduced as described above,
unless the net revenue for any lease was, at the Effective Time, seventy-five
percent (75%) or less, in which case Seller will assign the lease at its
existing net revenue interest.  In no event shall Seller retain an overriding
royalty on any lease in excess of 5% of 8/8ths, proportionately reduced as set
out above.





                                       14
<PAGE>   15
                                  ARTICLE VIII

                             CONDITIONS OF CLOSING

         8.01    Conditions to Obligations of Seller.  The obligations of
Seller to consummate the transactions contemplated by this Agreement are
subject to the satisfaction or waiver of Seller, of the following condition:

         (a)     All representations and warranties of Buyer in this Agreement
                 shall be true in all material respects at and as of the
                 Closing as if such representations and warranties were made at
                 and as of the Closing, and Buyer shall have performed and
                 satisfied all covenants and agreements required by this
                 Agreement to be performed and satisfied by Buyer at or prior
                 to the Closing.

         8.02    Conditions to Obligations of Buyer.  The obligations of Buyer
to consummate the transactions contemplated by this Agreement are subject to
the satisfaction or waiver by Buyer, of the following conditions:

         (a)     all representations and warranties of Seller contained in this
                 Agreement shall be true in all material respects at and as of
                 the Closing as if such representations and warranties were
                 made at and as of the Closing, and Seller shall have performed
                 and satisfied all agreements required by this Agreement to be
                 performed and satisfied by Seller at or prior to the Closing.

         (b)     there shall have been no material adverse change in the
                 physical condition of the properties and no event, unremedied
                 or unwaived, shall have occurred which causes a material
                 reduction in the value of the Assets considered as a whole,
                 since the date of this Agreement, excluding, however, any
                 reduction in value as a result of changes in the sales price
                 of oil and or gas.

         8.03    Conditions to Obligations of Both Parties.  The obligations of
Seller and Buyer to consummate the transactions contemplated by this Agreement
are subject to the satisfaction or waiver by both parties, of the following
conditions:

         (a)     There shall not be pending or instituted, threatened or
                 proposed, any action or proceeding by or before any court,
                 administration agency, or any other person, challenging or
                 complaining of, or seeking to collect damages or other relief
                 in connection with the transactions contemplated by this
                 Agreement.

         (b)     no state or federal statute, rule, regulation or action shall
                 exist or shall have been adopted or taken and no judicial or
                 administrative decision shall have been entered (whether on a
                 preliminary or final basis), that would prohibit, restrict or
                 delay the consummation of the transactions contemplated by
                 this Agreement or make the payments due hereunder illegal.

         (c)     Seller shall have reached agreement with the holders of the
                 Liens reflected on the attached Exhibit C concerning the
                 liquidated amount to be deposited in escrow by Buyer for each
                 at the Closing, and each holder of the Liens shall have
                 deposited





                                       15
<PAGE>   16
                 in escrow a release of their respective claims, in a form
                 satisfactory to Buyer, all as more particularly described in
                 Section 3.03 above.

         (d)     Buyer and Seller shall have agreed upon the terms of a
                 mutually acceptable Development Agreement and Operating
                 Agreement, as provided for in Section 6.03 above, and a
                 mutually acceptable Assignment as provided for in Section 7.01
                 above.

                                  ARTICLE  IX

                                    CLOSING

         9.01    Date of Closing.  Subject to the conditions stated in this
Agreement, the consummation of the transactions contemplated by this Agreement
(the "Closing") shall be held on January 10, 1996, at 9:00 a.m., or in such
other date as the parties shall agree in writing.  Said date, if amended, shall
be referred to as the "Closing Date." Provided, however, if on the Closing
Date, either or both of the following conditions (called the "Delayed Closing
Conditions") exist with respect to any Asset(s), then the Closing shall occur
only with respect to all Asset(s) not affected by either of the Delayed Closing
Conditions.  Delayed Closing Conditions exist if: (i) an Asset is affected by a
Defect which Seller has elected to cure, but the Defect has not been cured to
Buyers satisfaction on the Closing Date; or (ii) an Asset is affected by a
Defect and on the Closing Date Buyer and Seller have been unable to reach
agreement about the value of the Defect.  The Closing with respect to the
remaining Asset(s), being those affected by Delayed Closing Conditions, shall
be held on January 31, 1996 (the "Delayed Closing Date").  If there is a
Delayed Closing Date, then the Closing with respect to those Assets shall take
place in the same manner and with the same effect as if the Closing had
occurred on the Closing Date.

         9.02    Place of Closing. The Closing shall be held at the offices of
Seller, 1303 FM 2818 E, College Station, Texas, or at such other place as Buyer
and Seller may agree upon in writing.
                 
         9.03    Closing Obligations.  At the Closing the following events
shall occur, each being a condition precedent to the others and each being
deemed to have occurred simultaneously with the others:

         (a)     Seller shall execute, acknowledge and deliver to the Buyer (in
                 sufficient counterparts to facilitate recording) the
                 Assignment.  If any Assets are subject to Delayed Closing
                 Conditions, then the Assignment with respect to the affected
                 Assets shall be delivered on the Delayed Closing Date.

         (b)     Seller and Buyer shall execute, acknowledge and deliver, each
                 to the other, an original counterpart of (i) the Operating
                 Agreement described in Section 6.03(a);





                                       16
<PAGE>   17
                 (ii) the Development Agreement described in Section 6.03; and
                 the Assignment described in Section 7.01.

         (c)     Buyer shall make payment of the Purchase Price to Seller.  If
                 any Assets are subject to Delayed Closing Conditions, then the
                 Purchase Price with respect to those Assets shall be paid on
                 the Delayed Closing Date.

         (d)     Seller and Buyer shall execute and deliver a settlement
                 statement (the "Preliminary Settlement Statement") prepared by
                 Seller that shall set forth the Preliminary Amount (as
                 hereinafter defined) and each adjustment and the calculation
                 of such adjustments used to determine such amount.  The term
                 "Preliminary Amount" shall mean the Purchase Price adjusted as
                 provided in Section 2.03 using for such adjustments the best
                 information then available.

                                   ARTICLE X

                       POST-CLOSING RIGHTS, OBLIGATIONS 

                               AND INDEMNITIES

         10.01   Post-Closing Adjustments.  Within sixty (60) days after the
Closing, Seller shall make available to Buyer all accounting records necessary
for Buyer to prepare, in accordance with this Agreement, a statement (the
"Final Settlement Statement") setting forth each adjustment or payment which
was not finally determined as of the Closing and showing the calculation of
such adjustments.  As soon as practicable after the receipt of the Final
Settlement Statement, Seller shall deliver to Buyer a written report containing
any changes which Seller proposes be made to the Final Settlement Statement.
The parties shall undertake to agree with respect to the amounts due pursuant
to such post- closing adjustment no later than one-hundred twenty (120) days
after the Closing Date.  If such post-closing adjustment has not been agreed to
within one-hundred eighty (180) days after the Closing Date, either party may
seek to enforce any rights it claims hereunder.  The date upon which such
agreement is reached or upon which the Adjusted Purchase Price is established,
shall be referred to as the "Final Settlement Date."  In the event that (i) the
Adjusted Purchase Price is more than the Preliminary Amount, Buyer shall
deliver to Seller or to Seller's account the amount of such difference in
immediately available funds; or (ii) the Adjusted Purchase Price is less than
the Preliminary Amount, Seller shall deliver to Buyer or to Buyer's account the
amount of such difference in immediately available funds.  Payment by Buyer or
Seller shall be made within ten (10) days of the Final Settlement Date.

         10.02   Indemnification by Seller.  Seller agrees to indemnify and
hold Buyer harmless from and against any and all Claims and Environmental
Claims (each as hereinafter defined) of any nature arising out of the
ownership, use, sale, condition or operation of the Assets accruing, occurring
or existing before the Effective Time, except as otherwise provided herein.





                                       17
<PAGE>   18
         10.03   Assumption of Obligations and Indemnification.  From and after
the Closing, Buyer assumes and agrees to timely pay and perform, and to
indemnify and hold Seller harmless from and against, Buyer's proportionate
share of all duties, obligations, and liabilities  relating to the ownership,
use or operation of the Assets after the Effective Time, including, without
limitation, (i) express or implied covenants and obligations  relating to the
Assets provided for in any agreements affecting the Assets; (ii) expenses and
costs of plugging and abandoning wells and the restoration of well or operation
sites located on lands included in the Assets, all in accordance with the
applicable laws, regulations and contractual provisions; and (iii)
Environmental Claims.

         10.04   Claims. For the purposes of this Agreement, and particularly
this Article X, "Claims" shall mean all demands, claims, actions, causes of
action, judgments, assessments, losses, liabilities, damages, (including, but
not limited to, actual, consequential, incidental, exemplary, punitive, and
statutory) and costs (including reasonable attorney's fees and all other
litigation expenses), whether known or unknown, asserted or unasserted, founded
in contract or tort, and whether statutory or common-law.

         10.05   Environmental Claims. For the purposes of this Agreement, and
particularly this Article X, "Environmental Claims" shall mean any loss,
liability, claims, fines, expenses, costs (including attorney's fees and
expenses) and causes of action caused by or arising out of any federal, state
or local laws, rules, orders and regulations applicable to any Waste Material
or Hazardous Substances on or included with the Assets for the presence,
disposal, release or threatened release of waste material or hazardous
substance from the Leases and other Assets into the atmosphere or into of upon
land or any water course or body of water, including ground water, whether or
not attributable to Seller's activities or the activities of Seller's officers,
employees or agents, or to the activities of Buyer, or Buyer's officers,
employees or agents or to the activities of any third parties, including
liability for voluntary environmental response actions undertaken pursuant to
the Comprehensive Environmental Response Compensation and Liability Act
("CERCLA") or any other federal, state or local law.  For purposes of this
Agreement, "Waste Material" shall mean any substance harmful to the atmosphere,
land, water courses, bodies of water, or groundwater that does not come within
the definition of "Hazardous Substance."  "Hazardous Substance" shall mean the
following: (1) any "hazardous waste" or "solid waste" as defined by the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. Sections  6901, et
seq.) ("RCRA"), and regulations promulgated thereunder; (2) any "hazardous
substance" being "released" in "reportable quantity" as such terms are defined
by the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. Sections  69601, et seq.) ("CERCLA"), and regulations
promulgated thereunder, (3) asbestos; (4) polychlorinated biphenyls; (5) area
foraldehyde insulation; (6) "hazardous chemicals" or "extremely hazardous
substances," in quantities sufficient to require reporting, registration,
notification and/or special treatment or handling under the Emergency Planning
and Community Right-To-Know Act of 1986 (42 U.S.C. Sections  11001, et seq.)
("EPCRA"), and regulations promulgated thereunder; (7) any "hazardous
chemicals" in levels that would result in exposures greater than those allowed
by permissible exposure limits established pursuant to the Occupational Safety
and Health Act of 1970 (29 U.S.C. Sections  651, et seq.) ("OSHA"), and





                                       18
<PAGE>   19
regulations promulgated thereunder; (8) any substance which requires reporting,
registration, notification, removal, abatement and/or special treatment,
storage, handling or disposal under Section 6, 7 and 8 of the Toxic Substance
Control Act (15 U.S.C. Sections  2601, et seq.) ("TSC"), and regulations
promulgated thereunder; (9) any toxic or hazardous substances described in
Occupational Safety and Health Standards (29 C.F.R. Sections  1910.1000, et
seq.) in levels which would result in exposures greater than those allowed by
the permissible exposure limits pursuant to such regulations; (10) the contents
of any storage tanks, whether above or below ground, including, without
limitation, refined petroleum products, gasoline, diesel, used oil, and their
constituents; (11) associated equipment related to those materials described in
clauses (1) through (10) of this definition; (12) any "pollutant" as defined by
the Federal Water Pollution Act (33 U.S.C. Sections  1251, et seq.); and (13)
any "air pollutant" as defined by the Federal Clean Air Act (42 U.S.C. Sections
7401, et seq.) as such laws are in effect as of the Closing Date.  For the
purpose of this Agreement "Applicable Environmental Laws" shall mean the
statutes identified in clauses (1), (2), (6), (7), (8), (12) and (13) of the
Texas Water Code, the Texas Solid Waste Disposal Act and similar laws and
regulations promulgated thereunder.

                                   ARTICLE XI

                                  TERMINATION

         11.01   Right of Termination.  This Agreement and the transactions
contemplated hereby may be terminated at any time prior to the Closing:

         (a)     By mutual consent of the parties.

         (b)     By either party if the Closing shall not have occurred by
                 February 2, 1996.

         (c)     By either Seller or Buyer if the Conditions to the Closing
                 described for that party in Article VIII have not been
                 satisfied or waived at the time of the Closing with respect to
                 the Assets affected by the Closing.

         (d)     By Buyer in the event that before the Closing, Buyer
                 demonstrates that there is an existing Environmental Claim
                 affecting the Assets, which Seller has not remedied or caused
                 to be remedied.

Notwithstanding the foregoing provisions concerning termination, neither party
shall exercise any right of termination pursuant to this Section 11.01 if the
event giving rise to such termination right shall be due to the willful failure
of such party to perform or observe in any material respect any of the
covenants or agreements set forth herein to be performed or observed by such
party.

         11.02   Return of Information.  If this Agreement is terminated Buyer
shall return to Seller all information and material delivered to Buyer by
Seller pursuant to the terms of this Agreement.





                                       19
<PAGE>   20
         11.03   Liabilities Upon Termination.  If this Agreement is terminated
for any reason or is breached, nothing contained herein shall be construed to
limit Seller's or Buyer's legal or equitable remedies including, without
limitation, damages for the breach or failure of any representation, warranty,
covenant or agreement contained herein and the right to enforce specific
performance of this Agreement.

         11.04   Effect of Termination.  If this Agreement is terminated, as
provided above, this Agreement shall become void and of no further force or
effect.

                                  ARTICLE XII

                                 MISCELLANEOUS

         12.01   Expenses.  Except as otherwise specifically provided in this
Agreement, all fees, costs and expenses incurred by Buyer or Seller in
negotiating this Agreement or in consummating the transactions contemplated by
this Agreement shall be paid by the party incurring the same, including,
without limitation, legal and accounting fees, costs and expenses.

         12.02   Notices.  All notices and communications required or permitted
under this Agreement shall be in writing and shall be effective when delivered
addressed as follows:

                 If to Seller:
                 ------------ 

                 Shield Petroleum Incorporated
                 1303 FM 2818 E.
                 College Station, Texas 77840
                 Attn: Ray Powell
                 (409) 696-0481 (Fax)


                 If to Buyer:
                 ----------- 

                 Hugoton Energy Corporation
                 301 N. Main, Suite 1900
                 Wichita, Kansas 67202
                 Attn: Floyd Wilson
                 (316) 269-6870 (Fax)

Either party may, by written notice so delivered to the other, change the
address to which delivery shall thereafter be made.

         12.03   Amendment and Waiver.  This Agreement may not be altered or
amended, nor any rights hereunder be waived, except by an instrument in writing
executed by the party or





                                       20
<PAGE>   21
parties to be charged with such amendment or waiver.  No waiver of any term,
provision or condition of this Agreement, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
term, provision or condition or as a waiver of any other term, provision or
condition of this Agreement.

         12.04   Assignment.  Neither Seller nor Buyer may assign any portion
of its rights or delegate any portion of its duties or obligations under this
Agreement without the prior written consent of the other party.

         12.05   Governing Law.  This Agreement and the transactions
contemplated hereby shall be construed in accordance with, and governed by, the
laws of the State of Texas.

         12.06   Entire Agreement.  This Agreement (including Exhibits hereto)
constitutes the entire understanding between the parties with respect to the
subject matter hereof and supersedes all negotiations, prior discussions and
prior agreements and understandings relating to such subject matter.  No
material representation, warranty, covenant, agreement, promise, inducement or
statement, whether oral or written, has been made by Seller or Buyer and relied
upon by the other that is not set forth in this Agreement or in the instruments
referred to herein, and neither Seller nor Buyer shall be bound by or liable
for any alleged representation, warranty, covenant, agreement, promise,
inducement or statement not so set forth.

         12.07   Parties in Interest.  This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and, except as otherwise
prohibited, their respective successors and assigns.  Nothing contained in this
Agreement, express or implied, is intended to confer upon any other person or
entity any benefits, rights or remedies.

         12.08   Arbitration.  Notwithstanding any other provision herein to
the contrary, all claims, demands, disputes, controversies and differences in
connection with this Agreement that may arise between the parties to this
Agreement shall be settled by arbitration as set forth herein.  Such
arbitration shall be governed by the provisions of the Texas General
Arbitration Act, Article 224, et seq., of the Revised Civil Statutes of Texas.
Either party may make a demand for arbitration concerning a controversy that
has arisen that is subject to this Agreement by delivering written notice
thereof to the other parties.  The parties hereto may agree upon one (1)
arbitrator, but in the event that they cannot so agree within ten (10) days
after a demand for arbitration has been made, then there shall be three (3)
arbitrators, one named in writing by each of the parties within fifteen (15)
days after demand for arbitration is made, and the third to be chosen by the
two (2) arbitrators so named.  Should either party refuse or neglect to join in
the appointment of the arbitrators, they shall be appointed in accordance with
the provisions of Article 226 of the Revised Civil Statutes of Texas.  Any
arbitrator so chosen shall be independent and shall not be affiliated in any
way with the parties to this Agreement or their agents, accountants or
attorneys.  All arbitration hearings conducted hereunder shall take place in
Brazos County, Texas.  All judicial proceedings to enforce any of the
provisions hereof and/or any decision or award of the arbitrators or any
challenge to the arbitration shall take place in the United States District
Court for the Southern District of Texas, Houston Division.





                                       21
<PAGE>   22
The hearing before the arbitrators of the matter to be arbitrated shall be at
the time and place within said county as is selected by the arbitrators.  The
arbitration hearings shall be held within thirty (30) days after all
arbitrators have been appointed.  Notice shall be given and the hearing
conducted in accordance with the provisions of Articles 228, 229 and 230 of the
Revised Civil Statutes of Texas.  At the hearing, any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern.  Evidence may be admitted or excluded in
the sole discretion of the arbitrators.  If there is only one (1) arbitrator,
his or her decision shall be binding and conclusive on the parties.  If there
are three (3) arbitrators, the decision of any two (2) shall be binding and
conclusive.  The arbitrators shall hear and determine the matter and shall
execute and acknowledge the award in writing and deliver a copy thereof to each
of the parties by registered or certified mail.  A judgment confirming the
award of the arbitrators may be rendered by the United States District Court
for the Southern District of Texas, Houston Division.

         12.09   Survival.  The warranties, representations and indemnities of
the parties under this Agreement and the right to enforce same shall terminate
at the Closing and the delivery of the Assignment except those expressed in
Articles 4.01, 4.02, 4.03, 4.04, 5.01, 5.02, 5.03 and 5.04, which shall survive
for two (2) years.  The warranty, indemnities and assumptions under Articles
7.01, 10.02 and 10.03 shall survive the Closing indefinitely.

         12.10   Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         12.11   Construction of Agreement.  In construing this Agreement, the
following rules shall apply:

         (a)     Captions.  No consideration shall be given to the captions,
                 which are inserted only for convenience in locating provisions
                 of this Agreement and not as an aid in its construction.

         (b)     Control of Drafting.  No consideration shall be given to the
                 fact or presumption that one party has had a greater or lesser
                 hand in drafting this Agreement than any other party.

         (c)     Defined Terms.  A defined term has its defined meaning
                 everywhere in this Agreement, regardless of whether the term
                 appears before or after the place in this Agreement where the
                 term is defined.

         12.12   Further Assurances. After the Closing, Seller shall execute
and deliver or shall otherwise caused to be executed and delivered, from time
to time, such further instruments, notices, division orders, transfer orders,
and other documents and do such other and further acts and things as may be
reasonably necessary, as may be reasonably requested by Buyer, to more fully
and effectively transfer the Assets to the Buyer.





                                       22
<PAGE>   23
                 IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first set forth above.


                                   SHIELD PETROLEUM INCORPORATED
                                   
                                   
                                   By:
                                      ---------------------------------
                                            Ray Powell, President
                                   
                                   
                                   P&M PROPERTIES
                                   
                                   
                                   By:                                
                                      ---------------------------------
                                            Ray Powell, General Partner
                                   
                                   By:                                
                                      ---------------------------------
                                            Ken Martin, General Partner
                                   
                                   
                                   EAGLE OIL & GAS CO.
                                   
                                   
                                   By:                                
                                      ---------------------------------
                                            Pat Bolin, President
                                   
                                   
                                   HUGOTON ENERGY CORPORATION
                                   
                                   
                                   By: 
                                       ---------------------------------
                                   Printed Name: 
                                                 -----------------------
                                   Title: 
                                          ------------------------------




                                       23
<PAGE>   24
                                 EXHIBIT "A-1"

                                 BRAZOS LEASES

An undivided 25% interest in the following described Oil and Gas Leases and no
less than a 75% Net Revenue Interest in each such lease,with the exception of
Lease Nos. 61, 62, 63, 64, 65 and 66 (all of which comprise the Kathleen Unit
described below in B.7.), in which no less than 70% Net Revenue Interest shall
be delivered, pursuant to the terms of the foregoing Purchase and Sale
Agreement.

A.       OIL AND GAS LEASES:

1.       Oil, Gas, and Mineral Lease dated May 12, 1993, between William S.
         Thornton, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1855, Page 161, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

2.       Oil, Gas, and Mineral Lease dated May 12, 1993, between Billy M.
         Payne, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1855 Page 156, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

3.       Oil, Gas, and Mineral Lease dated May 12, 1993, between John M.
         Lawrence, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1855 Page 151, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

4.       Oil, Gas, and Mineral Lease dated May 12, 1993, between Lucille
         Dougherty, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1855 Page 146, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

5.       Oil, Gas, and Mineral Lease dated May 12, 1993, between Jay Don
         Watson, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1855 Page 166, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

6.       Oil, Gas, and Mineral Lease dated May 12, 1993, between Mills Prentice
         Walker Trust, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1879 Page 231, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

7.       Oil, Gas, and Mineral Lease dated December 15, 1992, corrected by
         Correction of and Amendment to Oil and Gas Lease dated January 25,
         1993, but effective December 15, 1992, between Jean Walton Vilas,
         joined pro forma by her husband, John R. Vilas, and John Walton Vilas,
         as Lessor, and Shield Petroleum Incorporated, as Lessee, a Memorandum
         of Lease is recorded in Volume 1672, Page 346, and Memorandum of
         Correction of and Amendment to Oil and Gas Lease is recorded in Volume
         1778, Page 72 of the Real Property Records of Brazos County, Texas, to
         which reference is here made for all purposes.

8.       Oil, Gas, and Mineral Lease dated December 15, 1992, between Jean
         Walton Vilas, joined pro forma by her husband, John R. Vilas, and John
         Walton Vilas, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         a Memorandum of Oil and Gas Lease is recorded in Volume 1680, Page





_______________________________
Exhibit "A-1" - Page 1
<PAGE>   25
         176, of the Real Property Records of Brazos County, Texas, to which
         reference is here made for all purposes.

9.       Oil, Gas, and Mineral Lease dated December 15, 1992, between Jean
         Walton Vilas, joined pro forma by her husband, John R. Vilas, and John
         Walton Vilas, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         a Memorandum of Oil and Gas Lease is recorded in Volume 2062, Page
         139, of the Real Property Records of Brazos County, Texas, to which
         reference is here made for all purposes.

10.      Oil, Gas, and Mineral Lease dated February 4, 1993, between Adell
         Jericho, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1719, Page 206, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

11.      Oil, Gas, and Mineral Lease dated February 4, 1993, between Richard C.
         Jericho and wife, Doris Jericho, as Lessor, and Shield Petroleum
         Incorporated, as Lessee, recorded in Volume 1719, Page 200, of the
         Real Property Records of Brazos County, Texas, to which reference is
         here made for all purposes.

12.      Oil, Gas, and Mineral Lease dated September 15, 1993, between Fletcher
         L. Pool, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1933, Page 261, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

13.      Oil, Gas, and Mineral Lease dated January 3, 1994, between Thomas
         Brooks Moore, R. Michael Moore, and Grace Moore Payne, as Lessor, and
         Shield Petroleum Incorporated, as Lessee, recorded in Volume 2003,
         Page 276, of the Real Property Records of Brazos County, Texas, to
         which reference is here made for all purposes.

14.      Oil, Gas, and Mineral Lease dated March 17, 1993 between Thomas R.
         Saving, et ux, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 1798, Page 198, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

15.      Oil, Gas, and Mineral Lease dated February 11, 1993 between Ann L.
         Wallace, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1754, Page 266, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

16.      Oil, Gas, and Mineral Lease dated March 11, 1993 between Storm
         Associates, a Texas partnership, as Lessor, and Shield Petroleum
         Incorporated, as Lessee, recorded in Volume 1798, Page 201, of the
         Real Property Records of Brazos County, Texas, to which reference is
         here made for all purposes.

17.      Oil, Gas, and Mineral Lease dated March 17, 1994, between Bambi
         Lookabaugh Hill, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 2098, Page 288, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

18.      Oil, Gas, and Mineral Lease dated March 17, 1994, between Robert A.
         Morrow, Trustee of Elizabeth L. Morrow Marital Trust, as Lessor, and
         Shield Petroleum Incorporated, as Lessee,





_______________________________
Exhibit "A-1" - Page 2
<PAGE>   26
         recorded in Volume 2098, Page 292, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

19.      Oil, Gas, and Mineral Lease dated May 24, 1993, between Thomas Brooks
         Moore, R. Michael Moore, and Grace Moore Payne, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in Volume 1807, Page 144,
         of the Real Property Records of Brazos County, Texas, to which
         reference is here made for all purposes.

20.      Oil, Gas and Mineral Lease dated January 20, 1993, between Evie H.
         Sorsby, Inc., as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1719, Page 197, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

21.      Oil, Gas and Mineral Lease dated January 22, 1993, between Dora May
         Langford, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1700, Page 238, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

22.      Oil, Gas and Mineral Lease dated January 26, 1993, between Carson V.
         Baker, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1754, Page 260, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

23.      Oil, Gas and Mineral Lease dated January 26, 1993, between Gregor
         Vernon Baker, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1719, Page 191, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

24.      Oil, Gas and Mineral Lease dated January 26, 1993, between Gwendolyn
         R. Williams, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1743, Page 113, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

25.      Oil, Gas and Mineral Lease dated February 4, 1993, between Donald
         Carey, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1728, Page 1, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

26.      Oil, Gas and Mineral Lease dated February 4, 1993, between Marilyn
         McWhorter, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1728, Page 4, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

27.      Oil, Gas and Mineral Lease dated February 4, 1993, between Clyde W.
         Carey,  as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1743, Page 101, of the





_______________________________
Exhibit "A-1" - Page 3
<PAGE>   27
         Real Property Records of Brazos County, Texas, to which reference is
         here made for all purposes.

28.      Oil, Gas and Mineral Lease dated February 4, 1993, between James &
         Wilma Carey, as Lessors, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1719, Page 203, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

29.      Oil, Gas and Mineral Lease dated February 4, 1993, between Lonnie
         Carey, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1743, Page 104, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

30.      Oil, Gas and Mineral Lease dated February 4, 1993, between Margaret F.
         Carey, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1719, Page 209, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

31.      Oil, Gas and Mineral Lease dated February 4, 1993, between Melvin E. &
         Carolyn Sue Carey, as Lessors, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 1719, Page 212, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

32.      Oil, Gas and Mineral Lease dated February 4, 1993, between Juanita
         Jones, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1727, Page 345, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

33.      Oil, Gas and Mineral Lease dated February 4, 1993, between Ruby Joy,
         as Lessor, and Shield Petroleum Incorporated, as Lessee, recorded in
         Volume 1727, Page 348, of the Real Property Records of Brazos County,
         Texas, to which reference is here made for all purposes.

34.      Oil, Gas and Mineral Lease dated February 10, 1993, between William
         Giles & Jennifer McCredie Adkins, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in Volume 1754, Page 257, of the
         Real Property Records of Brazos County, Texas, to which reference is
         here made for all purposes.

35.      Oil, Gas and Mineral Lease dated February 10, 1993, between Caroline
         Elizabeth Florence, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 1743, Page 107, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

36.      Oil, Gas and Mineral Lease dated February 10, 1993, between Pamela
         Gray & Jarvis Holland Porter, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in Volume 1754, Page 263, of the
         Real Property Records of Brazos County, Texas, to which reference is
         here made for all purposes.





_______________________________
Exhibit "A-1" - Page 4
<PAGE>   28
37.      Oil, Gas and Mineral Lease dated February 10, 1993, between Marianne &
         Stephen S. Roop, as Lessors, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 1743, Page 110, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

38.      Oil, Gas and Mineral Lease dated February 4, 1993, between Constance
         Beltrand, as Lessor,   and Shield Petroleum Incorporated,   as Lessee,
         recorded in Volume 1981, Page 227, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

39.      Oil, Gas and Mineral Lease dated February 4, 1993, between Thomas
         Beltrand, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1981, Page 223, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

40.      Oil, Gas and Mineral Lease dated February 4, 1993, between Marilyn &
         Jeffrey McWhorter, as Lessors, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 1981, Page 231, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

41.      Oil, Gas and Mineral Lease dated March 17, 1994, between Lynn Waters
         Hickey,  as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2139, Page 176, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

42.      Oil, Gas and Mineral Lease dated March 17, 1994, between James A.
         Waters, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2122, Page 302, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

43.      Oil, Gas and Mineral Lease dated March 17, 1994, between Shannon Marie
         Wallace Johnson Chamberlain, as Lessor, and Shield Petroleum
         Incorporated, as Lessee, recorded in Volume 2122, Page 298, of the
         Real Property Records of Brazos County, Texas, to which reference is
         here made for all purposes.

44.      Oil, Gas and Mineral Lease dated March 17, 1994, between Kimberly
         Waters Tubb, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2141, Page 50, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

45.      Oil, Gas and Mineral Lease dated August 25, 1994, between Robert Ewing
         Armstrong and William Norwood Armstrong, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in Volume 2203, Page 58,
         of the Real Property Records of Brazos County, Texas, to which
         reference is here made for all purposes.

46.      Oil, Gas and Mineral Lease dated March 17, 1994, between Peri
         Lookabaugh Weaks, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 2243, Page





_______________________________
Exhibit "A-1" - Page 5
<PAGE>   29
         179, of the Real Property Records of Brazos County, Texas, to which
         reference is here made for all purposes.

47.      Oil, Gas and Mineral Lease dated December 6, 1994, between Pauline W.
         Buckley, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 344, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

48.      Oil, Gas and Mineral Lease dated December 9, 1994, between Sellers
         Boynton Rogers, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 2279, Page 342, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

49.      Oil, Gas and Mineral Lease dated December 6, 1994, between Ralph H.
         Wallace, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 338, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

50.      Oil, Gas and Mineral Lease dated December 9, 1994, between Stell
         Rogers Campbell, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 2279, Page 332, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.

51.      Oil, Gas and Mineral Lease dated December 9, 1994, between William H.
         Rogers, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 330, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

52.      Oil, Gas and Mineral Lease dated December 9, 1994, between Clare
         Rogers Geuy, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 334, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

53.      Oil, Gas and Mineral Lease dated December 9, 1994, between Lucy
         Shevenell, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2280, Page 1, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

54.      Oil, Gas and Mineral Lease dated December 9, 1994, between Katharine
         Lindow, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 348, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

55.      Oil, Gas and Mineral Lease dated December 9, 1994, between Richard
         Hinton Rogers, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in Volume 2279, Page 346, of the Real Property
         Records of Brazos County, Texas, to which reference is here made for
         all purposes.





_______________________________
Exhibit "A-1" - Page 6
<PAGE>   30
56.      Oil, Gas and Mineral Lease dated December 9, 1994, between Edgar M.
         Guild, Attorney- in- Fact for Rosa Rogers Guild, as Lessor, and Shield
         Petroleum Incorporated, as Lessee, recorded in Volume 2279, Page 311,
         of the Real Property Records of Brazos County, Texas, to which
         reference is here made for all purposes.

57.      Oil, Gas and Mineral Lease dated December 9, 1994, between Ruth Moses
         Easterly, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 340 and Ratification and Amendment to
         Oil and Gas Lease recorded in Volume 2279, Page 317, of the Real
         Property Records of Brazos County, Texas, to which reference is here
         made for all purposes.

58.      Oil, Gas and Mineral Lease dated December 9, 1994, between Leslie
         Rogers, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 2279, Page 336, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.

59.      Oil, Gas and Mineral Lease dated December 12, 1994, between The Sons
         of the Republic of Texas, a non- profit organization, as Lessor, and
         Shield Petroleum Incorporated, as Lessee, recorded in Volume 2294,
         Page 212, of the Real Property Records of Brazos County, Texas, to
         which reference is here made for all purposes.

60.      Oil, Gas and Mineral Lease dated December 9, 1994, between The
         University of Georgia Foundation, a non- profit organization, as
         Lessor, and Shield Petroleum Incorporated, as Lessee, recorded in
         Volume 2319, Page 56, of the Real Property Records of Brazos County,
         Texas, to which reference is here made for all purposes.

61.      117.50 acres, more or less, in the Robert Millican Survey, A-42, being
         all of the lands described in the  Oil, Gas and Mineral Lease dated
         February 6, 1978, recorded in Volume 30, Page 294 of the Oil & Gas
         Lease Records of Brazos County, Texas, as amended by instruments
         recorded in Volume 1036, Page 115, of the Official Records of Brazos
         County, Texas, from First National Bank of Navasota, Trustee, as
         Lessor, to Randall S. Shawell, as Lessee, being all of the lands
         described therein LESS AND EXCEPT that portion included within the
         areal confines of the Daleco Resources Terrell Gas Unit No. 3 as
         created by instruments recorded in Volume 675, page 156 of the Records
         of Brazos County, Texas, as amended.

62.      214.22 acres, more or less, in the Robert Millican Survey, A-42, being
         all of the lands described in the Oil, Gas and Mineral Lease dated
         April, 26, 1983 from T.T. Walton, Sr. Trust et al, as Lessor, to Dov
         Amir and Louis Erlich, as Lessee, recorded in Volume 672, Page 584 of
         the Deed Records of Brazos County, Texas, as amended, AND, Oil, Gas
         and Mineral Lease dated April 26, 1983 from William J. Terrell et ux,
         as Lessor, to Daleco Resources, as Lessee, recorded in Volume 86, Page
         362 of the Oil & Gas Records of Brazos County, Texas, as amended, said
         leases covering 545.22 acres, more fully described therein, LESS AND
         EXCEPT that portion included within the areal confines of the Daleco
         Resources Terrell Gas Unit No. 3 as created by instrument recorded in
         Volume 675, Page 156 of the Records of Brazos County, Texas, as
         amended.





_______________________________
Exhibit "A-1" - Page 7
<PAGE>   31
63.      336.3 acres, more or less, being designated as Tract 1 in each of said
         leases, described in the Robert Millican Survey, A-42, and the J. D.
         Millican Survey, A-41, as being all of the lands described in the Oil,
         Gas and Mineral Lease dated February 6, 1978 from William J. Terrell,
         Independent Executor and Trustee under the Will of J.P. Terrell,
         Deceased, et al, as Lessor, to Randall S. Shawell, as Lessee, recorded
         in Volume 30, Page 302 of the Oil & Gas Records of Brazos County,
         Texas, as amended, said lease covering 1,652.16 acres, more or less,
         AND, Oil, Gas and Mineral Lease dated February 6, 1978 from Mary S.
         Terrell, as Lessor, to Randall S. Shawell, as Lessee, recorded in
         Volume 30, Page 441 of the Oil & Gas Lease Records of Brazos County,
         Texas, as amended, said lease covering 1,652.16 acres, more or less.

64.      Oil, Gas and Mineral Lease dated July 15, 1977, between Harry H. Moore
         and wife, Louise Moore, as Lessors, and Randall S. Shawell, as Lessee,
         recorded in Volume 27, Page 356, of the Real Property Records of
         Brazos County, Texas, as such lease may have been amended by
         instruments of record in the office of the County Clerk of Brazos
         County, Texas: insofar only as such lease covers and includes the
         following lands:

                 a.       815.73 acres of land, more or less, out of the Robert
                          Millican Survey, A-42, Brazos County, Texas, and
                          being all of that certain 1043.73 acres of land, more
                          or less, described as (1) Tract 1, First Tract,
                          containing 290.00 acres: (2) Tract 1, Second Tract,
                          containing 22 acres; (3) Tract 1, Third Tract,
                          containing 208 acres; (4) Tract 2, Second Tract,
                          containing 303-1/3 acres; (5) Tract 2, Third Tract,
                          containing 125 acres; and (6) Tract 3, First Tract,
                          containing 95.4 acres; as described in that certain
                          Deed dated December 31, 1969, from Robert T. Moore,
                          Individually and as Trustee, and L. C. Frede and
                          wife, Joyce Ann Frede, as Grantors, to H. H. Moore
                          and wife, Louise T. Moore, as Grantee, recorded in
                          Volume 283, Page 104, of the Deed Records of Brazos
                          County, Texas; SAVE AND EXCEPT from said 1043.73
                          acres that certain 228 acres of land, more or less,
                          described in the Daleco Resources-Terrell Gas Unit
                          No. 3, Gas Unit Designation, recorded in Volume 675,
                          Page 156, as amended in Volume 681, Page 724, of the
                          Deed Records of Brazos County, Texas; leaving a net
                          815.73 acres of land.

                 b.       170 acres, more or less, described as Second Tract in
                          Tract 3 as described in that certain Deed dated
                          December 31, 1969, from Robert T. Moore, Individually
                          and as Trustee, and L. C. Frede and wife, Joyce Ann
                          Frede, as Grantors, to H. H. Moore and wife, Louise
                          T.  Moore, as Grantee, recorded in Volume 283, Page
                          104, of the Deed Records of Brazos County, Texas.





_______________________________
Exhibit "A-1" - Page 8
<PAGE>   32
                 c.       146 acres, more or less, described as First Tract in
                          Tract 2  in that certain Deed dated December 31,
                          1969, from Robert T. Moore, Individually and as
                          Trustee, and L. C. Frede and wife, Joyce Ann Frede,
                          as Grantors, to H. H. Moore and wife, Louise T.
                          Moore, as Grantee, recorded in Volume 283, Page 104,
                          of the Deed Records of Brazos County, Texas.

65.      Oil, Gas and Mineral Lease dated February 6, 1978, between William J.
         Terrell, Independent Executor and Trustee under the will of J. P.
         Terrell, Deceased; and William J. Terrell Independent Executor of the
         Estate of Ruth L. Terrell, Deceased, as Lessor, and Randall S.
         Shawell, as Lessee, recorded in Volume 30, Page 302, of the Real
         Property Records of Brazos County, Texas, as such lease may have been
         amended by instruments of record in the office of the County Clerk of
         Brazos County, Texas; insofar only as such lease covers the following
         described lands:

                 a.       381.6 acres, more or less, out of and a part of the
                          Robert Millican Survey, A-42, being the same lands
                          described as Tracts No. 1, 2, 3 and 4, containing
                          95.4 acres each, in deed dated July 12, 1940 from J.
                          P. Terrell, Executor of Estate of E. H. Terrell,
                          deceased, to J.  P. Terrell, recorded in Volume 104,
                          Page 126, Deed Records, Brazos County, Texas.

                 b.       167-1/3 acres, more or less, out of and a part of the
                          Robert Millican Survey, A-42, being the same lands
                          described in deed dated March 17, 1925, from Mrs.
                          S.H. Monroe, to J.P. Terrell recorded in Volume 66,
                          Page 438, Deed Records, Brazos County, Texas, SAVE
                          AND EXCEPT, for 25 acres in the Terrell Gas Unit No.
                          3 described in the Gas Unit Designation recorded in
                          Volume 675, Page 156, Deed Records, Brazos County,
                          Texas.

66.      Oil, Gas and Mineral Lease dated February 6, 1978, between Mary S.
         Terrell, as Lessor, and Randall S.  Shawell, as Lessee, recorded in
         Volume 30, Page 441, of the Real Property Records of Brazos County,
         Texas, as such lease may have been amended by instruments of record in
         the office of the County Clerk of Brazos County, Texas; insofar only
         as such lease covers the following described lands:

                 173 acres, more or less, out of and a part of the Robert
                 Millican Survey,  A-42, more particularly described as Tract
                 No. 2 in that certain deed dated July 12, 1940, executed by J.
                 Percy Terrell, Executor of the Estate of E.H. Terrell,
                 Deceased, to Mary Terrell, recorded in Volume 104, Page 129,
                 Deed Records, Brazos County, Texas, to which reference is here
                 made for descriptive purposes.





_______________________________
Exhibit "A-1" - Page 9
<PAGE>   33
67.      Oil, Gas and Mineral Lease dated March 17, 1994, between Cathey Waters
         Hall, as Lessor and Shield Petroleum Incorporated, as Lessee, recorded
         in Volume 2436, Page 308, of the Real Property Records of Brazos
         County, Texas, to which reference is here made for all purposes.

68.      Oil, Gas and Mineral Lease dated February 4, 1993, between Mary
         Martin, as Lessor and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 1719, Page 194, of the Real Property Records of
         Brazos County, Texas, to which reference is here made for all
         purposes.



B.       PRODUCING UNITS:

         The following producing units which consist of all or portions of
         leases described above:

1.       Vilas No. 1 Gas Unit:

         All those lands included in the Vilas No. 1 Gas Unit, as described in
         that certain First Amended Designation of Pooled Unit, dated February
         23, 1994, recorded in Volume 2043, Page 246, Real Property Records of
         Brazos County, Texas.

2.       Jericho-Vilas No. 1 Gas Unit:

         All those lands included in the Jericho-Vilas No. 1 Gas Unit, as
         designated in that certain Designation of Pooled Unit, dated December
         15, 1993, recorded in Volume 1990, Page 161, Real Property Records of
         Brazos County, Texas.

3.       Vilas-Moore No. 1 Gas Unit:

         All those lands included in the Vilas-Moore No. 1 Gas Unit, as
         designated in that certain Designation of Pooled Unit, dated February
         23, 1994, recorded in Volume 2043, Page 253, Real Property Records of
         Brazos County, Texas.

4.       Moore No. 1-H Gas Unit:

         All those lands included in the Moore No. 1-H Gas Unit, as designated
         in that certain Designation of  Unit, dated October 26, 1995, recorded
         in Volume 2470, Page 217, Real Property Records of Brazos County,
         Texas.

5.       Walton O.L. No. 1-H Gas Unit:





_______________________________
Exhibit "A-1" - Page 10
<PAGE>   34
         All those lands included in the Walton O.L. No. 1-H Gas Unit, as
         designated in that certain Designation of Pooled Unit, dated June 26,
         1995, recorded in Volume 2379, Page 146, Real Property Records of
         Brazos County, Texas.

6.       Westlands No. 1-H Gas Unit:

         All those lands included in the Westlands No. 1-H Gas Unit, as
         designated in that certain Designation of Pooled Unit, dated March 30,
         1989, recorded in Volume 1112, Page 712, Real Property Records of
         Brazos County, Texas.

7.       Kathleen O.L. No. 1-H Gas Unit:

         All those lands included in the Kathleen O.L. No. 1-H Well Unit, as
         designated in that certain Designation of Pooled Unit, dated May 4,
         1995, recorded in Volume 2346, Page 60, Real Property Records of
         Brazos County, Texas.

8.       T.J.M. O.L. No. 1 Gas Unit:

         All those lands included in the T.J.M. O.L. No. 1-H Gas Unit, as
         designated in that certain Designation of Pooled Unit, dated June 26,
         1995, recorded in Volume 2379, Page 154, Real Property Records of
         Brazos County, Texas.

C.       ALLEN FARMS OL NO 1-H EXCEPTION:

         SAVE AND EXCEPT 1005.18 acres of land included in the Allen Farm OL
         #1-H Unit described in that certain assignment of Undivided interest
         in Oil and Gas Lease between Reata Oil and Gas Corp. And Shield
         Petroleum Incorporated as assignor and Chesapeake Operating,
         Incorporated, as assignee, dated December 5, 1995 recorded in Volume
         2499, Page 234,  Real Property Records of Brazos County, Texas.





_______________________________
Exhibit "A-1" - Page 11
<PAGE>   35
                                EXHIBIT "A-2"

PRODUCING BRAZOS COUNTY TEXAS WELLS:

1.      Vilas No. 1 Well

2.      Jericho-Vilas No. 1 Well

3.      Vilas-Moore No. 1 Well

4.      Moore No. 1-H Well

5.      Walton O.L. No. 1-H Well

6.      Westland No. 1-H Well

7.      Kathleen O.L. No. 1-H Well

8.      T.J.M. O.L. No. 1 Well



_______________________
Exhibit "A-2" - Page 1
<PAGE>   36
                                EXHIBIT "A-3"

A.     JOINT OPERATING AGREEMENTS:

1.     Joint Operating Agreement dated May 21, 1993, between Reata Oil & Gas
       Corp., as Operator and Carl W. Winfrey, et al, as Non-Operator, covering
       leases in Brazos, Washington, Grimes and Montgomery Counties, Texas.
       
2.     Joint Operating Agreement dated May 16, 1994 between Reata Oil & Gas
       Corp., as Operator and Cheasapeake operating, Inc., as Non-Operator,
       covering the Moore 3121.923 acre lease in Brazos County, Texas.
      
3.     Joint Operating Agreement dated June 10, 1994, between Reata Oil & Gas
       Corp., as Operator and Chesapeake Operating, Inc., as Non-Operator,
       covering the Moore #1-H unit leases in Brazos County, Texas.
      
4.     Joint Operating Agreement dated June 10, 1994, between Reata Oil & Gas
       Corp., as Operator and Chesapeake Operating, Inc., as Non-Operator,
       covering the T.J.M. #1-H, Dallum OL #1-H, Big Creek OL #1-H and Allen
       Farm OL #1-H unit leases in Brazos County, Texas.
      
5.     Joint Operating Agreement dated September 13, 1994, between Reata Oil &
       Gas Corp., as Operator and Chesapeake Operating, Inc. as Non-Operator,
       covering the Westlands #1-H unit leases in Brazos County, Texas.
       
6.     Joint Operating Agreement dated April 19, 1995, between Reata Oil & Gas
       Corp., as Operator and Chesapeake Operating, Inc., as Non-Operator,
       convering the Kathleen OL #1-H unit leases in Brazos County, Texas.
      
7.     Joint Operating Agreement dated April 19, 1995, between Reata Oil & Gas
       Corp., as Operator and Miller Energy, Ltd. as Non-Operator, covering
       leases in Brazos, Washington, Grimes and Montgomery Counties, Texas.
       
8.     Joint Operating Agreement dated May 25, 1995, between Reata Oil & Gas
       Corp., as Operator and Bronco Petroleum, L.C., as Non-Operator, covering
       leases in Brazos, Washington, Grimes and Montgomery Counties, Texas.
        
B.     GAS PURCHASE CONTRACTS:

1.     Gas Purchase Contract dated March 4, 1993, between Shield Petroleum
       Incorporated and GPM Gas Services Company covering the Vilas #1 Well.
       
2.     Gas Purchase Contract dated August 31, 1994, between Shield Petroleum
       Incorporated and GPM Gas Sevices Company covering the Moore #1-H Well.
       
3.     Gas purchase Contract dated November 29, 1994, between Shield Petroleum
       Incorporated and Aquila Southwest Pipeline Corporation covering the
       Westlands #1-H Well.
       
4.     Comprehensive Gas Purchase Contract dated February 6, 1995, between
       Shield petroleum Incoporated and GPM Gas Services company, covering all
       of the wells and lands described in the preceding Exhibit A-1. 
      
<PAGE>   37
                                 EXHIBIT "A-4"

All personal property, equipment and fixtures located upon the following
described lands:

1.     Vilas No. 1 Gas Unit: 
       All those lands included in the Vilas No. 1 Gas Unit, as described in
       that certain First Amended Designation of Pooled Unit, dated February
       23, 1994, recorded in Volume 2043, Page 246, Real Property Records of
       Brazos County, Texas.
                
2.     Jericho-Vilas No. 1 Gas Unit: 
       All those lands included in the Jericho-Vilas No. 1 Gas Unit, as
       designated in that certain Designation of Pooled Unit, dated December
       15, 1993, recorded in Volume 1990, page 161 Real Property Records of
       Brazos County, Texas.
        
3.     Vilas-Moore No. 1
       Gas Unit: All those lands included in the Vilas-Moore No. 1 Gas Unit, as
       designated in that certain Designation of Pooled Unit, dated February
       23, 1994, recorded in Volume 2043, Page 253, Real Property Records of
       Brazos County, Texas.
        

4.     Moore No.1-H Gas Unit: 
       All those lands included in the Moore No. 1-H Gas Unit, as
       designated in that certain Designation of Pooled Unit, dated June 26,
       1995, recorded in Volume 2379, Page 146, Real Property Records of Brazos
       County, Texas.

5.     Walton O. L. No. 1-H Gas Unit:
       All those lands included in the Walton O.L. No. 1-H Gas Unit, as
       designated in that certain Designation of Pooled Unit, dated June 26,
       1995, recorded in Volume 2379, Page 146, Real Property Records of Brazos
       County, Texas.

6.     Westlands No. 1-H Gas Unit:
       All those lands included in the Westlands No. 1-H Gas Unit, as designated
       in that certain Designation of Pooled Unit, dated March 30, 1989,
       recorded in volume 1112, Page 712, Real Property Records of Brazos
       County, Texas.

7.     Kathleen O.L. No. 1-H Unit:
       All those lands included in the Kathleen O.L. No. 1-H Well Unit, as
       designated in that certain Designation of Pooled Unit, dated May 4, 1995,
       recorded in Volume 2346, Page 60, Real Property Records of Brazos
       County, Texas.

8.     T.J.M. O.L. No. 1 Gas Unit: 
       All those lands included in the T.J.M. O.L. No. 1-H Gas Unit, as
       designated in that certain Designation of Pooled Unit, dated October 26,
       1995, recorded in Volume 2470, Page 217, Real Property Records of
       Brazos county, Texas.
        
        
<PAGE>   38
                                  EXHIBIT "B"

An undivided 50% before payout and 46.25% after payout interest in the
following described Oil and Gas Leases, and no less than a 75% Net Revenue
Interest in all of said leases, pursuant to the terms of the foregoing Purchase
and Sale Agreement.


                            MONTGOMERY COUNTY, TEXAS

1.       Oil, Gas and Mineral Lease dated January 27, 1995, between Lucy B.
         Grissom, a  widow,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee,  recorded in File No. 9514937 and Microfilm No. 051-00-0144 ,
         of the Real Property Records of Montgomery County, Texas, to which
         reference is here made for all purposes.

2.       Oil, Gas and Mineral Lease dated January 27, 1995, between James C.
         Grissom, Individually and as Agent for Thomas C. Grissom, as Lessors,
         and Shield Petroleum Incorporated, as Lessee,  recorded in File No.
         9514940 and Microfilm No. 051-00-0151, of the Real Property Records of
         Montgomery County, Texas, to which reference is here made for all
         purposes.

3.       Oil, Gas and Mineral Lease dated February 1, 1995, between Otis Henry,
         as Lessor, and Shield Petroleum Incorporated,   as Lessee, recorded in
         File No. 9514936 and Microfilm No. 051-00-0141 of the Real Property
         Records of Montgomery County, Texas, to which reference is here made
         for all purposes.

4.       Oil, Gas and Mineral Lease dated February 1, 1995, between Kalantzakis
         Family Partnership, L.L.C., as Lessor, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9514943 and Microfilm
         No.  051-00-0169, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

5.       Oil, Gas and Mineral Lease dated February 1, 1995, between Joseph
         Henry, Jr., as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 9514942 and Microfilm No. 051-00-0165, of the
         Real Property Records of Montgomery County, Texas, to which reference
         is here made for all purposes.

6.       Oil, Gas and Mineral Lease dated February 7, 1995, between Bybee W.
         Weisinger, dealing with his separate property, as Lessor, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No.  9514934 and
         Microfilm No. 051-00-0130, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.

7.       Oil, Gas and Mineral Lease dated February 7, 1995, between Charles R.
         Harrison and wife, Katherine W.  Harrison, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No. 9514931 and
         Microfilm No. 051-00-0114, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.





__________________________
Exhibit  "B"  - Page 1
<PAGE>   39
8.       Oil, Gas and Mineral Lease dated February 8, 1995, between James
         Pinkney Brown, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in File No. 9514930 and Microfilm No. 051-00-0111, of
         the Real Property Records of Montgomery County, Texas, to which
         reference is here made for all purposes.

9.       Oil, Gas and Mineral Lease dated February 8, 1995, between A. Wynne
         Brown, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 9514933 and Microfilm No. 051-00-0127, of the
         Real Property Records of Montgomery County, Texas, to which reference
         is here made for all purposes.

10.      Oil, Gas and Mineral Lease dated February 11, 1995, between S. W.
         Yarborough and wife, Linda E.  Yarborough, Individually and on behalf
         of and dba TOKI PROPERTIES, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in  File No. 9514935 and Microfilm
         No. 051-00-0134, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

11.      Oil, Gas and Mineral Lease dated February 21, 1995, between Risher
         Randall and wife, Fairfax C.  Randall, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No. 9514929 and
         Microfilm No. 051-00-0102, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.

12.      Oil, Gas and Mineral Lease dated March 1, 1995, between Louise Green
         and husband, Earl Green, Lessors, and Shield Petroleum Incorporated,
         as Lessee, recorded in File No. 9519626 and Microfilm No. 056-00-
         1743, of the Real Property Records of Montgomery County, Texas, to
         which reference is here made for all purposes.

13.      Oil, Gas and Mineral Lease dated March 1, 1995, between Edwin Yargo,
         Jr. and wife, Joeann Yargo, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9519623 and Microfilm
         No.  056-00-1734, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

14.      Oil, Gas and Mineral Lease dated February 24, 1995, between Wayne
         Ketkoski and wife, Sandra Ketkoski, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9519629 and Microfilm
         No. 056-00-1756, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

15.      Oil, Gas and Mineral Lease dated March 1, 1995, between Leo L. Medley,
         and wife, Rebecca Herron Medley, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9519624 and Microfilm
         No. 056-00-1737, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

16.      Oil, Gas and Mineral Lease dated February 24, 1995, between Leon J.
         Ketkoski, Jr. and wife, Kelleyane Ketkoski, Lessors,  and Shield
         Petroleum Incorporated, as Lessee, recorded in File No. 9519628 and
         Microfilm No. 056-00-1749, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.





__________________________
Exhibit  "B"  - Page 2
<PAGE>   40
17.      Oil, Gas and Mineral Lease dated February 24, 1995, between Wanda
         Ketkoski Nesmith, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in File No. 9519630 and Microfilm No. 056-00-1763, of
         the Real Property Records of Montgomery County, Texas, to which
         reference is here made for all purposes.

18.      Oil, Gas and Mineral Lease dated March 8, 1995, between Edna Marie
         Moriarty, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 9519627 and Microfilm No. 056-00-1746, of the
         Real Property Records of Montgomery County, Texas, to which reference
         is here made for all purposes.

19.      Oil, Gas and Mineral Lease dated March 1, 1995, between Elbie Y'Barbo,
         and wife, Dorothy Y'Barbo, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9519622 and Microfilm
         No.  056-00-1731, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

20.      Oil, Gas and Mineral Lease dated February 21, 1995, between Risher
         Randall, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 9514932 and Microfilm No. 051-00-0118,  of the
         Real Property Records of Montgomery County, Texas, to which reference
         is here made for all purposes.

21.      Oil, Gas and Mineral Lease dated March 1, 1995, between Eloise Watson
         Garrett and husband, Robert M.  Garrett, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No. 9519618 and
         Microfilm No. 056-00-1716, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.

22.      Oil, Gas and Mineral Lease dated March 1, 1995, between Reba Watson
         Hawkins and husband, Thomas C.  Hawkins, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No. 9519617 and
         Microfilm No. 056-00-1713,  of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.

23.      Oil, Gas and Mineral Lease dated March 1, 1995, between Patsy Watson
         Hemenway et vir George Hemenway, as Lessors,  and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9519616 and Microfilm
         No. 056-00-1710, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

24.      Oil, Gas and Mineral Lease dated March 1, 1995, between Marvin H.
         Watson, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 9519615 and Microfilm No. 056-00-1707, of the
         Real Property Records of Montgomery County, Texas, to which reference
         is here made for all purposes

25.      Oil, Gas and Mineral Lease dated March 1, 1995, between Gladys Brown
         Watson, Odis William Watson, Jr., Warren Wade Watson, Larry Randolph
         Watson and Timothy Wayne Watson, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in  File No. 9519621 and Microfilm
         No. 056-00-1728, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.





__________________________
Exhibit  "B"  - Page 3
<PAGE>   41
26.      Oil, Gas and Mineral Lease dated March 1, 1995, between Christine
         Pratt and husband, Charles M. Pratt, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9519632 and Microfilm
         No. 056-00-1774, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

27.      Oil, Gas and Mineral Lease dated March 1, 1995, between Donald Ray
         Yargo, Lessor,  and Shield Petroleum Incorporated, as Lessee, recorded
         in File No. 9519625 and Microfilm No. 056-00-1740, of the Real
         Property Records of Montgomery County, Texas, to which reference is
         here made for all purposes.

28.      Oil, Gas and Mineral Lease dated March 10, 1995, between Hayne J.
         Sheffield and wife, Patricia L.  Sheffield, as Lessors, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No. 9519631 and
         Microfilm No. 056-00-1770, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.

29.      Oil, Gas and Mineral Lease dated March 28, 1995, between Cecil A.
         Whitley Individually and as Attorney-in-fact for Eva Lora Whatley, as
         Lessor, and Shield Petroleum Incorporated, as Lessee,  recorded in
         File  No. 9519619 and Microfilm No.  056-00-1720, of the Real Property
         Records of Montgomery County, Texas, to which reference is here made
         for all purposes.

30.      Oil, Gas and Mineral Lease dated April 1, 1995, between Joseph Henry,
         Jr. as Agent and Attorney-in-fact for Lloyd Nauls et al, as Lessor,
         and Shield Petroleum Incorporated, as Lessee, recorded in File No.
         9519620 and Microfilm No. 056-00-1725, of the Real Property Records of
         Montgomery County, Texas, to which reference is here made for all
         purposes.

31.      Oil, Gas and Mineral Lease dated March 1, 1995, between Harold D.
         Watson and wife, Clara Watson, Lessors,  and Shield Petroleum
         Incorporated, as Lessee, recorded in File No.9526479 and Microfilm
         No.064-00-2380, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

32.      Oil, Gas and Mineral Lease dated March 15, 1995, between Faye Bookman
         Metzler, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No.9526477  and Microfilm No.064-00-2372, of the Real
         Property Records of Montgomery County, Texas, to which reference is
         here made for all purposes.

33.      Oil, Gas and Mineral Lease dated March 15, 1995, between Lavonne
         Kooken, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File  No.9526478 and Microfilm No.064-00-2376, of the Real
         Property Records of Montgomery County, Texas, to which reference is
         here made for all purposes.

34.      Oil, Gas and Mineral Lease dated February 1, 1995, between Amelia
         Moriarty, et al, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, unrecorded and Memorandum of Oil and Gas Lease recorded in
         File No. 9526476 and Microfilm No.064-00-2367, of the Real Property
         Records of Montgomery County, Texas, to which reference is here made
         for all purposes.





__________________________
Exhibit  "B"  - Page 4
<PAGE>   42
35.      Oil, Gas and Mineral Lease dated May 18, 1995, between W. S.
         Weisinger, Jr., Ind. & as Trustee of Diane H. Silverman & Thomas W.
         Hunter, Test. Trusts, as Lessors, and Shield Petroleum Incorporated,
         as Lessee, recorded in File No.9533157 and Microfilm No.073- 00-1088,
         of the Real Property Records of Montgomery County, Texas, to which
         reference is here made for all purposes.

36.      Oil, Gas and Mineral Lease dated April 12, 1995, between Winifred Ann
         Spencer, Ind. & as A/F for Lillian B. Weisinger, as Lessors, and
         Shield Petroleum Incorporated, as Lessee, recorded in File No.9533158
         and Microfilm No.073-00-1101, of the Real Property Records of
         Montgomery County, Texas, to which reference is here made for all
         purposes.

37.      Oil, Gas and Mineral Lease dated May 23, 1995, between John Earl
         Weisinger, Ind. Executor of Estate of Mildred W. Riddell, Deceased, as
         Lessor, and Shield Petroleum Incorporated, as Lessee, recorded in File
         No.9533156 and Microfilm No.073-00-1075, of the Real Property Records
         of Montgomery County, Texas, to which reference is here made for all
         purposes.

38.      Oil, Gas and Mineral Lease dated April 3, 1995, between David H.
         Murdock, dba International Mining Company, as Lessor, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No.9533155 and
         Microfilm No.073-00-1061, of the Real Property Records of Montgomery
         County, Texas, to which reference is here made for all purposes.

39.      Oil, Gas and Mineral Lease dated July 15, 1995, between Risher Randall
         and wife, Fairfax C. Randall, as Lessor, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 9559564 and Microfilm
         No.106-00-0923, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

40.      Oil, Gas and Mineral Lease dated March 15, 1995, between Amelia
         McComb, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 9559565  and Microfilm No.106-00-0932, of the
         Real Property Records of Montgomery County, Texas, to which reference
         is here made for all purposes.

41.      Oil, Gas and Mineral Lease dated July 31, 1995, between Alton Hues, as
         Lessor, and Shield Petroleum Incorporated, as Lessee, recorded in File
         No. 9559563 and Microfilm No.106-00-0918, of the Real Property Records
         of Montgomery County, Texas, to which reference is here made for all
         purposes.


                              GRIMES COUNTY, TEXAS

42.      Oil, Gas and Mineral Lease dated January 18, 1995, between Thomas P.
         Reidy and wife, Leanna Reidy, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in Volume 774, Page 795, of the Real
         Property Records of Grimes County, Texas, to which reference is here
         made for all purposes.

43.      Oil, Gas and Mineral Lease dated March 7, 1995, between William S.
         Leigh and wife, Karen H. Leigh, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded under





__________________________
Exhibit  "B"  - Page 5
<PAGE>   43
         File No. 133984 in Volume 782, Page 582, of the Real Property Records
         of Grimes County, Texas, to which reference is here made for all
         purposes.

44.      Oil, Gas and Mineral Lease dated March 9, 1995, between Charles I.
         Kaplan, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded under File No. 133983 in Volume 782, Page 578, of the Real
         Property Records of Grimes County, Texas, to which reference is here
         made for all purposes.

45.      Oil, Gas and Mineral Lease dated March 9, 1995, between Richard D.
         Handy, Jr., Individually and as Trustee of the Mary Alice Handy Trust,
         as Lessor, and Shield Petroleum Incorporated, as Lessee, recorded
         under File No. 133978 in Volume 782, Page 557, of the Real Property
         Records of Grimes County, Texas, to which reference is here made for
         all purposes.

46.      Oil, Gas and Mineral Lease dated March 9, 1995, between George S.
         Heyer, Jr., Henri L. Tallichet and George S. Tallichet, as Lessors,
         and Shield Petroleum Incorporated, as Lessee, a Memorandum of Lease is
         recorded under File No. 133981 in Volume 782, Page 567, of the Real
         Property Records of Grimes County, Texas, to which reference is here
         made for all purposes.

47.      Oil, Gas and Mineral Lease dated March 9, 1995, between, Jerry D.
         Jackson and wife, Deborah G. Jackson, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded under File No. 133979 in Volume 782,
         Page 560, of the Real Property Records of Grimes County, Texas, to
         which reference is here made for all purposes.

48.      Oil, Gas and Mineral Lease dated March 9, 1995, between, Joseph Hogue,
         Jr. and wife Reba N. Hogue, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded under File No. 134936 in Volume 787,
         Page 560, of the Real Property Records of Grimes County, Texas, to
         which reference is here made for all purposes.

49.      Oil, Gas and Mineral Lease dated March 9, 1995, between John Dean
         Nantz and wife Yasuko Nantz, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded under File No. 134995 in Volume787,
         Page 751 &754, of the Real Property Records of Grimes County, Texas,
         to which reference is here made for all purposes.

50.      Oil, Gas and Mineral Lease dated March 9, 1995, between, Jessie Nantz,
         Jr. and wife, Iris B. Nantz, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded under File No. 134937 in Volume 787,
         Page 563, of the Real Property Records of Grimes County, Texas, to
         which reference is here made for all purposes.

51.      Oil, Gas and Mineral Lease dated March 13, 1995, between, Lorraine M.
         DeBose, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded under File No. 133980 in Volume 782, Page 563, of the Real
         Property Records of Grimes County, Texas, to which reference is here
         made for all purposes.

52.      Oil, Gas and Mineral Lease dated April 11, 1995, between Marion Floyd
         Podraza, as Lessor, and Yegua Oil & Gas Co., as Lessee, recorded in
         File No.134305 and Volume





__________________________
Exhibit  "B"  - Page 6
<PAGE>   44
         784, Page 257, of the Real Property Records of Grimes County, Texas,
         to which reference is here made for all purposes.

53.      Oil, Gas and Mineral Lease dated April 12, 1995, between Thomas Lee
         Podraza, as Lessor, and Yegua Oil & Gas Co., as Lessee, recorded in
         File No.134306 and Volume 784, Page 261, of the Real Property Records
         of Grimes County, Texas, to which reference is here made for all
         purposes.

54.      Oil, Gas and Mineral Lease dated April 12, 1995, between Clara
         Christine  Podraza Klawinsky, as Lessor, and Yegua Oil & Gas Co., as
         Lessee, recorded in File No.134307 and Volume 784, Page 265, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.

55.      Oil, Gas and Mineral Lease dated April 18 1995, between James Matthew
         Podraza, as  Lessor, and Yegua Oil & Gas Co., as Lessee, recorded in
         File No.134308 and Volume 784, Page 269, of the Real Property Records
         of Grimes County, Texas, to which reference is here made for all
         purposes.

56.      Oil, Gas and Mineral Lease dated January 16, 1995, between Willie
         Raglin, Jr. by Power of Attorney for Will F. Raglin & wife, Robbie
         Raglin, as Lessors, and Yegua Oil & Gas Co., as Lessee, recorded in
         File No.131843 and Volume 772, Page 401, of the Real Property Records
         of Grimes County, Texas, to which reference is here made for all
         purposes.

57.      Oil, Gas and Mineral Lease dated January 13, 1995, between W. E.
         Kreitz and Delores M. Kreitz, as Lessors, and Yegua Oil & Gas Co., as
         Lessee, recorded in File No.133360 and Volume 779, Page 652, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.

58.      Oil, Gas and Mineral Lease dated January 17, 1995, between John
         Baranowski and Joan Baranowski, as Lessors, and Yegua Oil & Gas Co.,
         as Lessee, recorded in File No.131408 and Volume 770, Page 248, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.

59.      Oil, Gas and Mineral Lease dated April 3, 1995, between David H.
         Murdock, dba International Mining Company as Lessor, and Shield
         Petroleum Incorporated, as Lessee, recorded in File No.135957 and
         Volume 792, Page 405, of the Real Property Records of Grimes County,
         Texas, to which reference is here made for all purposes.

60.      Oil, Gas and Mineral Lease dated June 20, 1995, between Benny Lewis
         and wife, Annette Lewis, Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in File No. 139183 and Volume 808, Page 25, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.

61.      Oil, Gas and Mineral Lease dated October 6, 1995, between Florence M.
         Stoneham, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 139182 and





__________________________
Exhibit  "B"  - Page 7
<PAGE>   45
         Volume 808, Page 17, of the Real Property Records of Grimes County,
         Texas, to which reference is here made for all purposes.

62.      Oil, Gas and Mineral Lease dated October 6, 1995, between John Oscar
         Stoneham, III, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in File No.139178 and Volume 807, Page 836, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.

63.      Oil, Gas and Mineral Lease dated October 6, 1995, between Stoneham
         Company, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 139180  and Volume 808, Page 01, of the Real
         Property Records of Grimes County, Texas, to which reference is here
         made for all purposes.

64.      Oil, Gas and Mineral Lease dated October 6, 1995, between John Haynie
         Stoneham,  as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in File No. 139179  and Volume 807,  Page 844, of the Real
         Property Records of Grimes County, Texas, to which reference is here
         made for all purposes.

65.      Oil, Gas and Mineral Lease dated October 6, 1995, between Florence M.
         Stoneham Company,  as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in File No. 139181 and Volume 808, Page 09, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.

66.      Oil, Gas and Mineral Lease dated October 6, 1995, between Josh Bryant
         Stonehman Trust, as Lessor, and Shield Petroleum Incorporated, as
         Lessee, recorded in File No. 139177  and Volume 807, Page 828, of the
         Real Property Records of Grimes County, Texas, to which reference is
         here made for all purposes.


                       GRIMES/MONTGOMERY COUNTIES, TEXAS

67.      Oil, Gas and Mineral Lease dated December 30, 1994, between William P.
         Thomas, Jr., as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded in Volume 767, Page 815, of  the Real Property Records of
         Grimes County, Texas, and recorded in File No. 9514941 and Microfilm
         No. 051-00-0154, of the Real Property Records of Montgomery County,
         Texas, to which reference is here made for all purposes.

68.      Oil, Gas and Mineral Lease dated February 1, 1995, between Imperial
         Oil Company, dba Imperial Oil Company of California, as Lessor, and
         Shield Petroleum Incorporated, as Lessee, recorded in Volume 774, Page
         802,  of  the Real Property Records of Grimes County, Texas, and
         recorded in File No. 9519611 and Microfilm No. 056-00-1684, of the
         Real Property Records of Montgomery County, Texas to which reference
         is here made for all purposes.

69.      Oil, Gas and Mineral Lease dated January 12, 1995, between Vivian
         Walker, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded Volume 774, Page 786, of the Real Property Records of Grimes
         County, Texas, and recorded in File No. 9519614 and





__________________________
Exhibit  "B"  - Page 8
<PAGE>   46
         Microfilm No. 056-00-1698, of the Real Property Records of Montgomery
         County, Texas to which reference is here made for all purposes.

70.      Oil, Gas and Mineral Lease dated February 20, 1995, between Joy M.
         Montgomery, and Robin N. Montgomery, by and through his agent and
         attorney-in-fact, Joy M. Montgomery, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded under File No.  133982 in Volume
         782, Page 569, of the Real Property Records of Grimes County, Texas,
         and recorded in File No. 9514928 and Microfilm No. 051-00-0093, of the
         Real Property Records of Montgomery County, Texas to which reference
         is here made for all purposes.

71.      Oil, Gas and Mineral Lease dated February 9, 1995, between Chipper
         Ricky Hogue, as Lessor, and Shield Petroleum Incorporated, as  Lessee,
         recorded Volume 776,    Page  253, of the Real Property Records of
         Grimes County, Texas, and recorded in File No. 9519613 and Microfilm
         No. 056-00-1693, of the Real Property Records of Montgomery County,
         Texas to which reference is here made for all purposes.

72.      Oil, Gas and Mineral Lease dated February 9, 1995, between Virginia
         Ann Ross and  husband, Morris Bay, as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded Volume 776,  Page 258, of the Real
         Property Records of Grimes County, Texas, and recorded in File No.
         9519612 and  Microfilm No. 056-00- 1688, of the Real Property Records
         of Montgomery County, Texas to which reference is here made for all
         purposes.

73.      Oil, Gas and Mineral Lease dated February 21, 1995, between Risher
         Randall, as Lessor, and Shield Petroleum Incorporated, as Lessee,
         recorded under File No. 133985 in Volume 782, Page 585, of the Real
         Property Records of Grimes County, Texas and recorded in File No.
         9514946 and Microfilm No. 051-00- 0177,  of the Real Property Records
         of Montgomery County, Texas, to which reference is here made for all
         purposes.


                            WASHINGTON COUNTY, TEXAS

74.      Oil, Gas and Mineral Lease dated November 16, 1994, between Bintliff
         Properties Limited Partnership, a Texas Limited Partnership, as
         Lessor, and Shield Petroleum Incorporated, as Lessee, recorded in
         Volume 771, Page 308, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

75.      Oil, Gas and Mineral Lease dated December 13, 1994, between Deseret
         Trust Company, Trustee for the Olive W. Nielson Living Trust, Lessor,
         and Shield Petroleum Incorporated, as Lessee, recorded under File No.
         2888 in Volume 778, Page 586, of the Real Property Records of
         Washington County, Texas, to which reference is here made for all
         purposes.

76.      Oil, Gas and Mineral Lease dated December 15, 1994, between Zama
         Blanchard McArthur, Moral Randall McArthur, Jr. and Pamela Blanchard
         McArthur Neff, Lessors, and Shield Petroleum Incorporated, as Lessee,
         recorded in  Volume 2279,  Page 313, of





__________________________
Exhibit  "B"  - Page 9
<PAGE>   47
         the Real Property Records of Washington County, Texas, to which
         reference is here made for all purposes.

77.      Oil, Gas and Mineral Lease dated January 6, 1995, between Thomas
         Brooks Moore, R. Michael Moore and Grace Moore Payne, as Lessors, and
         Shield Petroleum Incorporated, as Lessee, recorded in Volume 771, Page
         297, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

78.      Oil, Gas and Mineral Lease dated March 31, 1995, between Glenwood
         Wendler  and Jason Wendler,  as Lessors, and Shield Petroleum
         Incorporated, as Lessee, recorded in File No. 3780, Volume 782, Page
         661, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

79.      Oil, Gas and Mineral Lease dated July 26, 1995, between Thomas P.
         Duncan,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 6402, Volume 794,  Page 81, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

80.      Oil, Gas and Mineral Lease dated August 18, 1995, between Florian J.
         Meleski, Sr. and wife Vivian Meleski,  as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7930, Volume 799,
         Page 989, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

81.      Oil, Gas and Mineral Lease dated August 19, 1995, between Edward
         Stempuhowski and wife Mary Ann Stempuhowski,  as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, recorded  under  File No.  7931,
         Volume 799, Page 992, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

82.      Oil, Gas and Mineral Lease dated August 25, 1995, between Alvin
         Malinowski,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 7943, Volume 800, Page 43, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

83.      Oil, Gas and Mineral Lease dated August 25, 1995, between Father John
         Malinowski,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         Filed for record on January 9, 1996d  under  File No. 236 , of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

84.      Oil, Gas and Mineral Lease dated August 25, 1995, between Lula V.
         Elliot,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 7923, Volume 799, Page 959, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

85.      Oil, Gas and Mineral Lease dated October 17, 1995, between Josephine
         Petrosky Smith,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, Filed for record  under  File No 236,  of the Real Property
         Records of Washington County, Texas, to which reference is here made
         for all purposes.





__________________________
Exhibit  "B"  - Page 10
<PAGE>   48
86.      Oil, Gas and Mineral Lease dated August 15, 1995, between Bernice S.
         Shaver,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         Memorandum of Lease is recorded  under  File No. 7929, Volume 799,
         Page 986, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

87.      Oil, Gas and Mineral Lease dated August 17, 1995, between Jerry J.
         Gurka and wife, Tracey D. Gurka,  as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7932, Volume 800,
         Page 1, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

88.      Oil, Gas and Mineral Lease dated August 20, 1995, between Elizabeth
         Laskowski Mikeska and husband, Frank Mikeska,  as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, recorded  under  File No.  7944,
         Volume 800, Page 47, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

89.      Oil, Gas and Mineral Lease dated August 30, 1995, between Julia
         Derkowski and husband, Albin Derkowski, as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, recorded  under  File No. 7940,
         Volume 800, Page 31, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

90.      Oil, Gas and Mineral Lease dated September 1, 1995, between Rodney
         Hanath and wife, Rebecca Hanath,  as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7942, Volume 800,
         Page 39, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

91.      Oil, Gas and Mineral Lease dated August 30, 1995, between Johnie
         Hintzel and wife, Ester Hintzel,  as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7938, Volume 800,
         Page 24, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

92.      Oil, Gas and Mineral Lease dated August 28, 1995, between Jarvis Earl
         Elliott,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 7924, Volume 799, Page 964, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

93.      Oil, Gas and Mineral Lease dated August 28, 1995, between Ernestine L.
         Elliott,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 7921, Volume 799, Page 949, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

94.      Oil, Gas and Mineral Lease dated August 21, 1995, between Andrew
         Janukowski, Jr.,  and wife, Theresa Janukowski,  as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, recorded  under  File No. 7941,
         Volume 800, Page 35, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

95.      Oil, Gas and Mineral Lease dated September 6, 1995, between Olga M.
         Carroll,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 7939,





__________________________
Exhibit  "B"  - Page 11
<PAGE>   49
         Volume 800, Page 28, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

96.      Oil, Gas and Mineral Lease dated August 28, 1995, between Cloyce M.
         Elliott,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 7922, Volume 799, Page 954, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

97.      Oil, Gas and Mineral Lease dated August 28, 1995, between Andrew H.
         Elliott, III, Attorney-In-Fact for Anna A. Elliott,  as Lessor, and
         Shield Petroleum Incorporated,  as Lessee, recorded  under  File No.
         7928, Volume 799, Page 982, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

98.      Oil, Gas and Mineral Lease dated August 28, 1995, between Andrew H.
         Elliott, III,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, recorded  under  File No. 7926, Volume 799, Page 969, of the
         Real Property Records of Washington County, Texas, to which reference
         is here made for all purposes.

99.      Oil, Gas and Mineral Lease dated August 21, 1995, between Victoria
         Bolcerek and husband, Aline Bolcerek and Marie Anderson,  as Lessors,
         and Shield Petroleum Incorporated,  as Lessee, recorded  under  File
         No. 7926, Volume 799, Page 974, of the Real Property Records of
         Washington County, Texas, to which reference is here made for all
         purposes.

100.     Oil, Gas and Mineral Lease dated August 25, 1995, between Clement
         Laskowski  and wife, Marie Laskowksi, as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7927, Volume 799,
         Page 978, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

101.     Oil, Gas and Mineral Lease dated September 15, 1995, between HHR
         Corporation,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, recorded  under Volume 802, Page 764, of the Real Property
         Records of Washington County, Texas, to which reference is here made
         for all purposes.

102.     Oil, Gas and Mineral Lease dated July 13, 1995, between LeRoy Melcher,
         Sr. and wife, Lucile Melcher, as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, Memorandum of Lease is recorded  under  File
         No. 6574, Volume 794, Page 771, of the Real Property Records of
         Washington County, Texas, to which reference is here made for all
         purposes.

103.     Oil, Gas and Mineral Lease dated July 13, 1995, between Janice D.
         Melcher,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         Memorandum of Lease is recorded  under  File No. 6575, Volume 794,
         Page 775, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

104.     Oil, Gas and Mineral Lease dated July 18, 1995, between Mary Gene
         Mabry Schlenker,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, Memorandum of Lease is





__________________________
Exhibit  "B"  - Page 12
<PAGE>   50
         recorded  under  File No. 6573, Volume 794, Page 767, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

105.     Oil, Gas and Mineral Lease dated July 20, 1995, between Josephine
         Lockhart Reid,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, Memorandum of Lease is recorded  under  File No. 6782, Volume
         795, Page 532, of the Real Property Records of Washington County,
         Texas, to which reference is here made for all purposes.

106.     Oil, Gas and Mineral Lease dated July 20, 1995, between Frances
         Lockhart Jackson,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, Memorandum of Lease is recorded  under  File No. 6783, Volume
         795, Page 539, of the Real Property Records of Washington County,
         Texas, to which reference is here made for all purposes.

107.     Oil, Gas and Mineral Lease dated July 18, 1995, between Thomas M.
         Schlenker,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         Memorandum of Lease is recorded  under  File No.  6576, Volume 794,
         Page 778, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

108.     Oil, Gas and Mineral Lease dated July 20, 1995, between Yorba Oil
         Company, Ltd.,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, Memorandum of Lease is recorded  under Volume 795, Page 546,
         and Volume 800, Page 13, of the Real Property Records of Washington
         County, Texas, to which reference is here made for all purposes.

109.     Oil, Gas and Mineral Lease dated July 27, 1995, between V (Five),
         Inc.,  as Lessor, and Shield Petroleum Incorporated,  as Lessee,
         recorded  under  File No. 6403, Volume 794, Page  87, of the Real
         Property Records of Washington County, Texas, to which reference is
         here made for all purposes.

110.     Oil, Gas and Mineral Lease dated July 26, 1995, between Ganchan-Rice
         Partnership,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, Memorandum of Lease is recorded  under  File No. 7937, Volume
         800, Page 21, of the Real Property Records of Washington County,
         Texas, to which reference is here made for all purposes.

111.     Oil, Gas and Mineral Lease dated July 24, 1995, between Bruno J.
         Cegielski and wife, Regina Cegielski, as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, Memorandum of Lease is recorded  under  File
         No. 6577, Volume 794, Page 781, of the Real Property Records of
         Washington County, Texas, to which reference is here made for all
         purposes.

112.     Oil, Gas and Mineral Lease dated July 25, 1995, between John Richard
         Duffy and wife, Theoginia K.  Duffy,  as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, Memorandum of Lease is recorded under  File
         No. 6578, Volume 794, Page 784, of the Real Property Records of
         Washington County, Texas, to which reference is here made for all
         purposes.

113.     Oil, Gas and Mineral Lease dated July 27, 1995, between Johnnie
         Stegent and wife, Florence Stegent, Johnnie Mark Stegent, Jr., Suzie
         Klodzinski, Florence Clay, David Stegent, Donovan Pavlock, Shelly
         Pavlock, Kimberly McGrath, and Marion Stegent,  as





__________________________
Exhibit  "B"  - Page 13
<PAGE>   51
         Lessors, and Shield Petroleum Incorporated,  as  Lessee, Memorandum of
         Lease is recorded  under  File No. 6579, Volume 794, Page 787, of the
         Real Property Records of Washington County, Texas, to which reference
         is here made for all purposes.

114.     Oil, Gas and Mineral Lease dated August 1, 1995, between Harry L.
         Faterkowski and wife, Doris M.  Faterkowski,  as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, Memorandum of Lease is recorded
         under  File No. 6784, Volume 795, Page 543, of the Real Property
         Records of Washington County, Texas, to which reference is here made
         for all purposes.

115.     Oil, Gas and Mineral Lease dated August 2, 1995, between Tom Jankowiak
         and wife, Eva Jankowiak,  as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, Memorandum of Lease is recorded  under  File
         No.  7936, Volume 800, Page 18, of the Real Property Records of
         Washington County, Texas, to which reference is here made for all
         purposes.

116.     Oil, Gas and Mineral Lease dated August 8, 1995, between C. J.
         Wiseniskie and wife, Virigina L.  Wiseniske,  as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, Memorandum of Lease is recorded
         under  File No. 6781, Volume 795, Page 529, of the Real Property
         Records of Washington County, Texas, to which reference is here made
         for all purposes.

117.     Oil, Gas and Mineral Lease dated August 22, 1995, between Philip A.
         Laskowski and wife Susan Laskowski, as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7934, Volume 800,
         Page 9, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

118.     Oil, Gas and Mineral Lease dated August 22, 1995, between Philip A.
         Laskowski and wife Susan Laskowski, as Lessor, and Shield Petroleum
         Incorporated,  as Lessee, recorded  under  File No. 7933, Volume 800,
         Page 4, of the Real Property Records of Washington County, Texas, to
         which reference is here made for all purposes.

119.     Oil, Gas and Mineral Lease dated August 29, 1995, between Carolyn
         Rosenstock-Ellis,  as Lessor, and Shield Petroleum Incorporated,  as
         Lessee, recorded  under  File No. 7920, Volume 799, Page 943, of the
         Real Property Records of Washington County, Texas, to which reference
         is here made for all purposes.

120.     Oil, Gas and Mineral Lease dated September 20, 1995, between
         Bay-Houston Towing Co.,  as Lessor, and Shield Petroleum Incorporated,
         as Lessee, recorded  under  File No. 8095, Volume 800, Page 617, of
         the Real Property Records of Washington County, Texas, to which
         reference is here made for all purposes.

121.     Oil, Gas and Mineral Lease dated October 7, 1995, between Johny B.
         Kopycinski and wife, Riva J.  Kopycinski,  as Lessor, and Shield
         Petroleum Incorporated,  as Lessee, memorandum of Oil, Gas and Mineral
         Lease filed for  record January 9, 1996 under  File No.234__________,
         of the Real Property Records of Washington County, Texas, to which
         reference is here made for all purposes.





__________________________
Exhibit  "B"  - Page 14
<PAGE>   52
                             ADDITIONAL WMGA LEASES


                            WASHINGTON COUNTY, TEXAS

122.     Oil, Gas and Mineral Lease dated December 28, 1995, between Harper
         Bryan Trammell 1976 Trust, et al , as Lessor, and Shield Petroleum
         Incorporated, as Lessee covering the following property:

         Tract One : 61.329 Acres out of the Samuel Gates Survey, Abstract 44
         in Washington County, Texas, and being the same tract of land
         described in a deed from Tomie Bowden to W. Bryan Trammell Jr., dated
         October 6, 1961, recorded in Vol. 236, Page 229, Deed Records of
         Washington County, Texas, to which reference is hereby made for more
         complete description.

         Tract Two: 2,021.644 Acres out of the Samuel Gates Survey, Abstract
         #44, and the William Gates Survey, Abstract #46, Washington County,
         Texas, and being the same tract of land described in a Deed from S. R.
         Buchanan, Jr.  et. ux. To W. Bryan Trammell, Jr.  Dated August 14,
         1961, recorded in Vol. 235, Page 416, Deed Records of Washington
         County, Texas, to which reference is hereby made for more complete
         description.

         Tract Three:23.491 Acres out of the Samuel Gates Survey, Abstract 44
         in Washington County, Texas and being the same tract of land described
         in a Deed from S. R. Buchanan, Jr. et. al. to W. Bryan Trammell, Jr.,
         dated August 9, 1961, recorded in Vol. 235, Page 424, Deed Records of
         Washington County, Texas, to which reference is hereby made for more
         complete description.

         Tract Four: 74.293 Acres out of the William Gates Survey, Abstract 46
         in Washington County, Texas, and being the same tract of land
         described in a deed from John C. Jackson, Trustee, and W. B. Trammell
         to W. Bryan Trammell, Jr., and wife, Ann Gordon Trammell, dated July
         24, 1967, recorded in Vol. 272, Page 64, Deed Records of Washington
         County, Texas, to which reference is hereby made for more complete
         description.

         Tract Five: 351.45 Acres out of the William Gates Survey, Abstract 46,
         Washington County, Texas, and being the same tract of land described
         in a Deed from Milton L. Routt, et. ux. To W. Bryan Trammell, Jr.,
         dated September 28, 1961, recorded in Vol. 236, Page 184, Deed Records
         of Washinton County, Texas, to which reference is hereby made for a
         more complete description.

123.     Oil, Gas and Mineral Lease dated December 7, 1995 between Texas
         Commerce Bank, Jean Sheesley Barnhart, John M.  Sheesley, Jr. and
         Martha T. Sheesley Co-trustees of the Johanna Moore Sheesley 1989
         Trust and the Martha Anne Sheesley 1989 Trust , as Lessor,  and Shield
         Petroleum, Incorporated as Lessee, covering the following property:

         351.689 acres of land, more or less, out of the David Lawerence
         Survey, A-75, Washington County, Texas, and being the same land
         described in Deed dated July 13, 1993 from Texas Commerce Bank, Jean
         Sheesley Barnhart, John M. Sheesley, Jr. and Martha T. Sheesley
         Co-Trustees of the Johanna Moore Sheesley 1989 Trust and Martha Anne
         Sheesley 1989 Trust to Alan K. Meinen et ux, Jane Meinen, as recorded
         in Volume 706, Page 631 of the Deed Records of Washington County,
         Texas.





__________________________
Exhibit  "B"  - Page 15
<PAGE>   53
124.     Oil, Gas and Mineral Lease dated December 29, 1995, between Sigmund
         L. Koteras and wife, Frances Koteras as Lessors and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         116 acres of land, more or less, being a part of and out of the Gibson
         Kuykendall Survey, A-71 more fully described in a Deed dated November
         10, 1947, from Steve Koteras and wife, Wanda Koteras, to Sigmund L.
         Koteras, recorded in Volume 153, Page 528 of the Deed Records of
         Washington County, Texas.

125.     Oil, Gas and Mineral Lease dated November 10, 1995 between R. P.
         Ganchan and wife, Mildred D. Ganchan; B.  Stephen Rice and wife, Meg
         Rice; David Hannah, III and wife, Kinsey Hannah; Richard P. Ganchan
         Jr. as Lessor and Shield Petroleum, Incorporated as Lessee, covering
         the following property:

         49.221 acres of land, more or less, out of the James Stevens Survey,
         A-101, Washington County, Texas, being the same land described in two
         (2) tracts as follows:

         Tract One: 50.0 acres of land, more or less, being the same land
         described in Deed dated December 10, 1985 from Thomas L. Matthews To
         R. P. Ganchan, recorded in Volume 524, Page 895 of the Deed Records of
         Washington County, Texas; LESS AND EXCEPT 1.044 acres of land, more or
         less, being the same land described in Deed dated November 21, 1962
         from Dr. Russell Scott, Jr. et al, to Harvie R. Matthews et ux.,
         recorded in Volume 245, Page 46 of the Deed Records of Washington
         County Texas; and

         Tract Two: 0.374 acres of land, more or less, being the same land
         described in deed dated December 10, 1985 from Thomas L. Matthews to
         R. P. Ganchan, recorded in Volume 524, Page 895 of the Deed Records of
         Washington County, Texas; LESS AND EXCEPT 0.109 acres of land, more or
         less, being the same land described in Deed dated October 7, 1974 from
         Thomas L. Matthews to Nick Zientak et ux., recorded in Volume 331,
         Page 763 of the Deed Records of Washington County, Texas.

126.     Oil, Gas and Mineral Lease dated December 30, 1995, between Johnnie
         Mae Kubeczka Zientek, a widow,  as Lessor and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         Tract One: 40.7 acres of land, more or less, out of the Wm. Munson
         Survey A-90, located in Washington County, Texas, being the same land
         described in Deed from Joe Kubeczka and wife, Annie Kubeczka to
         Johnnie Mae Kubeczka Zientek, A Widow, dated March 27, 1952, recorded
         in Volume 188, Page 387 of the Deed Records of Washington County,
         Texas.

         Tract Two: 40.7 acres of land, more or less out of the Wm. Munson
         Survey A-90, located in Washington County, Texas, being the same land
         described in deed from Joe Kubeczka and wife, Annie Kubeczka to
         Johnnie Mae Kubeczka Zientek, a feme sole, dated April 12, 1957,
         recorded in Volume 211, Page 307 of the Deed Records of Washington
         County, Texas.

127.     Oil, Gas and Mineral Lease dated December 30, 1995 between Lillian
         Sechelski and husband, Alfred Sechelski as Lessor, and Shield
         Petroleum, Incorporated as Lessee, covering the following property:





__________________________
Exhibit  "B"  - Page 16
<PAGE>   54
         40.7 acres of land, more or less, being a part of and out of the Wm.
         Munson Survey, A-90, Being more particularly described in a certain
         Partition by Joe Kubeczka and wife, Annie Kubeczka recorded in Volume
         188, Page 371, dated October 11, 1951 of the Deed Records of
         Washington County, Texas.

128.     Oil, Gas and Mineral Lease dated December 29, 1995 between Betty J.
         Davis as lessor, and Shield Petroleum, Incorporated as Lessee,
         covering the following property:

         146.134 acres, more or less, located in the Gibson Kuykendall Survey,
         A-71 and being the same land described in Deed dated April 29, 1968
         from Willie Kmiec, et al. To Dr. A. Ross Davis recorded in Volume 276,
         Page 196 of the Deed Records of Washington County, Texas.

129.     Oil, Gas and Mineral Lease dated December 29, 1995 between Leonard E.
         Addicks and wife, Josephine I. Addicks as lessor and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         146.134 acres, more or less, located in the Gibson Kuykendall Survey,
         A-71 and being the same land described in Deed dated April 29, 1968
         from Willie Kmiec, et al. To Dr. A. Ross Davis recorded in Volume 276,
         Page 196 of the Deed Records of Washington County, Texas.

130.     Oil, Gas and Mineral Lease dated December 28, 1995 between Joyce
         Matthews McCorkle as Lessor,  and Shield Petroleum, Incorporated as
         Lessee, covering the following property:


         392.684 acres of land, more or less, out of the James Stevens Survey,
         A-101, Washington County, Texas, Being the same land described in five
         (5) tracts as follows:

         Tract One: 10.767 acres of land, more or less, being the same land
         described in Deed dated October 13, 1980 from Anne Berry Matthews et
         al. To R. P. Ganchan, recorded in Volume 403, Page 313 of the Deed
         Records of Washington County, Texas; and

         Tract Two: 2.491 acres of land, more or less, being the same land
         described in deed dated October 13, 1980 from Anne Berry Matthews et
         al. To R. P. Ganchan, recorded in Volume 403, Page 318 of the Deed
         Records of Washington County, Texas; LESS AND EXCEPT 1.005 acres of
         land, more or less, being the same-land described in Deed dated
         September 2, 1969 from Southern Pacific Railroad Company to H. R.
         Matthews, recorded in Volume 294, Page 456 of the Deed Records of
         Washington County, Texas; and

         Tract Three:170.804 acres of land, more or less, being the same land
         described in Deed dated October 13, 1980 from Anne Berry Matthews et
         al. To R. P. Ganchan, recorded in Volume 403, Page 318 of the Deed
         Records of Washington County, Texas; LESS AND EXCEPT 10.767 acres of
         land, more or less, being the same land described in Deed dated
         October 13, 1980 from Anne Berry Matthews et al. To R. P. Ganchan,
         recorded in Volume 403, Page 313 of the Deed Records of Washington
         County, Texas.

         Tract Four: 50.293 acres of land, more or less, being the same land
         described in Deed dated March 6, 1971 from Harvie R. Matthews, et al.
         To LeRoy Melcher recorded in Volume 303,  Page 806 of the  Deed
         Records of Washington County, Texas.





__________________________
Exhibit  "B"  - Page 17
<PAGE>   55
         Tract Five: 171.095 acres of land, more or less, and being the same
         land described in Deed dated March 6, 1971 from Thomas L. Matthews, et
         al to LeRoy Melcher recorded in Volume 303, Page 809 of the Deed
         Records of Washington County, Texas; LESS AND EXCEPT 1.044 acres of
         land, more or less, being the same land described in deed dated
         December 21, 1962 from Dr. Russell Scott et al. To H. R. Matthews et
         al., recorded in Volume 245, Page 46 of the Deed Records of Washington
         County, Texas.

131.     Oil, Gas and Mineral Lease dated December 28, 1995 between Daniel
         Harvie Matthews as Lessor, and Shield Petroleum, Incorporated as
         Lessee, covering the following property:

         392.684 acres of land, more or less, out of the James Stevens Survey,
         A-101, Washington County, Texas, Being the same land described in five
         (5) tracts as follows:

         Tract One: 10.767 acres of land, more or less , being the same land
         described in Deed dated October 13, 1980 from Anne Berry Matthews et
         al. To R. P. Ganchan, recorded in Volume 403, Page 313 of the Deed
         Records of Washington County, Texas; and

         Tract Two: 2.491 acres of land, more or less, being the same land
         described in deed dated October 13, 1980 from Anne Berry Matthews et
         al. To R. P. Ganchan, recorded in Volume 403, Page 318 of the Deed
         Records of Washington County, Texas; LESS AND EXCEPT 1.005 acres of
         land, more or less, being the same-land described in Deed dated
         September 2, 1969 from Southern Pacific Railroad Company to H. R.
         Matthews, recorded in Volume 294, Page 456 of the Deed Records of
         Washington County, Texas; and

         Tract Three:170.804 acres of land, more or less, being the same land
         described in Deed dated October 13, 1980 from Anne Berry Matthews et
         al. To R. P. Ganchan, recorded in Volume 403, Page 318 of the Deed
         Records of Washington County, Texas; LESS AND EXCEPT 10.767 acres of
         land, more or less, being the same land described in Deed dated
         October 13, 1980 from Anne Berry Matthews et al. To R. P. Ganchan,
         recorded in Volume 403, Page 313 of the Deed Records of Washington
         County, Texas.

         Tract Four: 50.293 acres of land, more or less, being the same land
         described in Deed dated March 6, 1971 from Harvie R. Matthews, et al.
         To LeRoy Melcher recorded in Volume 303,  Page 806 of the  Deed
         Records of Washington County, Texas.

         Tract Five: 171.095 acres of land, more or less, and being the same
         land described in Deed dated March 6, 1971 from Thomas L. Matthews, et
         al to LeRoy Melcher recorded in Volume 303, Page 809 of the Deed
         Records of Washington County, Texas; LESS AND EXCEPT 1.044 acres of
         land, more or less, being the same land described in deed dated
         December 21, 1962 from Dr. Russell Scott et al. To H. R. Matthews et
         al., recorded in Volume 245, Page 46 of the Deed Records of Washington
         County, Texas.


132.     Oil, Gas and Mineral Lease dated October 12, 1995 between Durward R.
         Anderson and wife, Margaret J. Anderson as Lessor, and Shield
         Petroleum, Incorporated as Lessee, covering the following property:





__________________________
Exhibit  "B"  - Page 18
<PAGE>   56
         Tract One :  107.40  acres of land, more or less, lying and being
         situated in Washington County, Texas, being parts of the Wm. Munson,
         Simon Miller and Gibson Kuykendall Leagues, being part of the 250.96
         acre tract conveyed by J. L. Routt to Ben Theimer by Deed recorded in
         Volume 161, Page 76, Washington County Deed Records, and being the
         same property conveyed to Durward R. Anderson by the Texas Veterans'
         Land Program, dated March 4, 1954, recorded in Volume 198, Page 131,
         of the Deed Records of Washington County, Texas.

         Tract Two: 48.416 acres of land, more or less lying and being situated
         in Washington County, Texas, an undivided  1/2 conveyed by Durward L.
         Anderson and Ruth Anderson to Durward R. Anderson and wife, Margaret
         Jarvis Anderson, dated October 24, 1975, recorded in Volume 340, Page
         201 of the Deed Records of Washington County, Texas; and an undivided
         1/2 interest conveyed by Durward L. Anderson and wife, Ruth Miller
         Anderson to Durward R. Anderson and wife, Margaret Jarvis Anderson by
         Deed dated January 20, 1976, recorded in Volume 343, Page 72 of the
         Deed Records of Washington County, Texas; and being the same lands
         described in the following two deeds:

         1.      Willie Hintzel and Mary Hintzel to D. L. Anderson, dated July
                 3, 1965, recorded in Volume 260, Page 251, of the Deed Records
                 of Washington County, Texas; and

         2.      Southern Pacific Transportation Company to D. L. Anderson,
                 dated November 5, 1970, recorded in volume 303, Page 109 of
                 the Deed Records of Washington County, Texas.

133.     Oil, Gas and Mineral Lease dated November 1, 1995 between Ruth Miller
         Anderson as Lessor, and Shield Petroleum, Incorporated as Lessee,
         covering the following property:


         Tract One: 11.213 acres, more or less, out of and a part of the
         William Munson Survey, A-90, Washington County, Texas and being the
         same land described in the certain Deed dated October 27, 1960 from
         John Lockhart et al to Durward L. Anderson and recorded in volume 232,
         Page 42 of the Deed Records of Washington County, Texas.

         Tract Two: 19.62 acres, more or less, out of and a part of the Simon
         Miller Survey A-88 and the William Munson Survey, A-90, Washington
         county, Texas and being the same land described in that certain Deed
         dated February 21, 1959 from Lawton Deats to Durward L. Anderson and
         recorded in Volume 221, Page 291 of the Deed Records of Washington
         County, Texas.

         Tract Three:3.944 acres, more or less, out of and a part of the Simon
         Miller Survey A-88, Washington County, Texas and being the same land
         described in that certain Deed dated July 8, 1967 from A. M. Hernandez
         to Durward L. Anderson and recorded in volume 271, Page 536 of the
         Deed records of Washington County, Texas.




                            MONTGOMERY COUNTY, TEXAS

134.     Oil, Gas and Mineral Lease dated December 27, 1995 between Sam L.
         Olson, Jr as Lessor, and Shield Petroleum, Incorporated as Lessee,
         covering the following property:





__________________________
Exhibit  "B"  - Page 19
<PAGE>   57
         All Lessor's interest in 2,195 acres of land, more or less, in the
         Francis A. B. Wheeler Survey, A-623, John Wheeler Survey, A-631, James
         Matthews Survey, A-358, James Bridgeman Survey, A-102, Samuel Grimmett
         Survey, A- 237, Robert Hutchinson survey, A-276, David Stewart Survey,
         A-504, Robert P. Stewart Survey, A-474, and Daniel Roper Survey, A-444
         Montgomery county, Texas, being the same land described in twelve (12)
         tracts in deed dated June 23, 1943, from J. V. Scott to Sam L. Olson,
         recorded in volume 236, Page 105 of the Deed Records of Montgomery
         County, Texas.


                       WASHINGTON/AUSTIN COUNTIES, TEXAS


135.     Oil, Gas and Mineral Lease dated December 30, 1995 between Julian A.
         Laskowski and Gilbert Laskowski as Lessor, and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         51.5 acres of land, more or less, being a part of and out of the F.
         Grimes Survey, A-51, Washington County, Texas; F. Grimes Survey, A-43,
         Austin County, Texas; Silas Clark Survey, A-28, Washington County,
         Texas and the James Stevens Survey, A-101, Washington County, Texas,
         more fully described in a Deed from Ernest O. Wiesner, et ux to Isidor
         Laskowski, dated December 19, 1944 and recorded in volume 141, Page
         106 of the Deed Records of Washington County, Texas.

136.     Oil, Gas and Mineral Lease dated December 28, 1995 between Kathyrine
         Reese Jones, Martha R. Sterling, and James Reese Jones, Individually
         and as Agent-In-Fact for Kathyrine Reese Jones Simank and Francis
         LeGrand Jones Spradley, and Shield Petroleum, Incorporated as Lessee,
         covering the following property:

         Tract One:  232.53 acres, Jas. Stephenson League, Austin County,
         Texas, and being the same land described in deed dated October 4, 1945
         from Mrs. Katherine Reese to Katherine Reese Jones, et vir, recorded
         at Volume 205, Page 41, Deed Records of Austin County, Texas;

         Tract Two:  283.10 (.20) acres of land out of the James Stephenson
         League of Austin, County, Texas, and being the same parcel of land
         cited and described as Tract One (1) in a deed from Kathyrine Reese, a
         widow, to Kathyrine Reese Jones, dated April 1, 1955, and recorded in
         volume 219, Page 107, of the Deed Records of Austin County, Texas;

         Tract Three:  0.58 acre tract or parcel of land out of the James
         Stephenson League, known as the "old Reese Homestead", and being the
         same land reserved by Kathyrine Reese out of the "first tract" in a
         deed dated April 1, 1955, to Kathyrine Reese Jones, recorded in Volume
         219, Page 107, of the Deed Records of Austin County, Texas;

         Tract Four:  25.30 acres of land out of the James Stevens League, and
         being located in the Counties of Washington and Austin, State of
         Texas, being the same land described as the "2nd Tract" in a deed from
         Kathyrine Reese, a widow to Katherine (Kathyrine) Reese Jones dated
         April 1, 1955, and recorded in Volume 219, Page 107, of the Deed
         Records of Austin County, Texas, and in Volume 340, Page 285, of the
         Deed Records of Washington County, Texas;





__________________________
Exhibit  "B"  - Page 20
<PAGE>   58
         LESS AND EXCEPT THE SURFACE ONLY of that certain 1.4 acre tract as
         described in deed dated July 12, 1985, from James Reese Jones et al to
         Troy Byler, recorded in the public records of Austin County, Texas;

         Tract Five:  308.44 acres, more or less out of and a part of F. Grimes
         Survey, A-43, James Stevens Survey, A- 94, James Stephenson Survey,
         A-92 and Wm. P. Bird Survey, A-134, Austin County, Texas and being the
         same land as described in that partition deed dated November 10, 1975
         from Martha Reese Sterling et al to Erette Reese Red, as recorded in
         volume 374, Page 945, of the Deed Records of Austin County, Texas,
         reference for descriptive purpose only;


         Tract Six:  36.7 acres, more or less out of and a part of the James
         Stevens Survey, A-94, Austin County, Texas, and being the same land as
         described in that certain deed dated August 12, 1964, from Mrs H. L.
         Reese, a feme sole, to Erette Reese Red, as recorded in Volume 276,
         Page 327, of the Deed Records of Austin County, Texas;

         Tract Seven: That certain 308.41 acre tract of land out of the James
         Stephenson League and the James Stevens League, Austin County, Texas
         and being the same land described in Deed from Kathyrine Reese, a
         widow, to Martha Reese Sterling, dated April 11, 1955, recorded at
         volume 219, Page 114,  Deed Records of Austin County, Texas;

         Tract Eight: That certain 5.77 acres, James Stephenson League, Austin
         County, Texas, being the same  land described in deed from Martha
         Sterling to Martha Sterling, et al, dated September 30, 1988, recorded
         at Volume 591, Page 658, Official Records of Austin County, Texas;

         Tract Nine:  That certain 7.23 acres, James Stephenson Survey, A-92,
         Austin County, Texas, being the same land described in deed dated
         February 3, 1989, from Katie Meleski to Martha Reese Sterling, et al,
         recorded at Volume 597, Page 727, Official Records of Austin County,
         Texas;

         Tract Ten:  All that certain tract of land situated in Washington
         county, Texas, on the North prong of Caney Creek being the North part
         of an 18 acre tact out of the Jas. Stevens League deeded to S. A.
         Haley;

         Beginning at a stake in the centre of North fork of Caney Creek where
         the W boundary line of the former Spann tract crosses said creek the
         old bearing tree disappeared marked X a pecan 20 inches in diameter
         bearing N. 88 E 16 varas distant;

         THENCE with the West boundary line of said 18 acre tract S. 10 E 246
         varas to a stake for corner from which a large red oak 30 inches in
         dia. Marked X bears N. 29 W 8-1/2 varas and an elm 14 inches in dia
         marked X bears N. 8 W. 20-3/5 varas distant;

         THENCE N 80 E 151 varas to a stake in the centre of the creek for
         corner an elm 24 inches dia marked X bears S.  46 W8-4/5 varas
         distant;

         THENCE up said Creek in the centre thereof with all its meanders N. 10
         varas N. 7 W 82.4 varas N. 11-1/2 E41.2 N 60 W 60.5 varas West 23
         varas S 69 W153 vrs to beginning containing 9 acres of land; and being
         the same land described in deed from A. W. Watson to West Telford,
         dated





__________________________
Exhibit  "B"  - Page 21
<PAGE>   59
         December 15, 1901, recorded at Volume 42, Page 614, Deed Records of
         Washington County, Texas.


                              AUSTIN COUNTY, TEXAS


137.     Oil, Gas and Mineral Lease dated December 30, 1995 between Eugenia
         Jozwiak, as her separate property; et al, as Lessor and Shield
         Petroleum, Incorporated as Lessee, covering the following property:

         62-3/4 acres, more or less, being a part of and out of the James
         Stephenson Survey, A-92, described in a Deed from Tony Jaworski, et ux
         to Edwin Jaworski dated September 24, 1970 and recorded in Volume 322,
         Page 20 of the Austin County Deed Records.


138.     Oil, Gas and Mineral Lease dated December 30,1995 between Clement
         Laskowski and wife Marie Laskowski as Lessor and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         Tract One:  4.996 acres of land, more or less, being out of and part
         of the James Stephenson League, A-92, Austin County, Texas, by
         executor's deed dated August 3, 1987, from Floyd Jaworski, independent
         executor of the estate of Edwin Jaworski, deceased to Marie Laskowski,
         recorded in Volume 568, Page 368 of the Deed Records of Austin County,
         Texas.

         Tract Two:  4.996 acres of land, more or less, out of and a part of
         the James Stephenson League, A-92, Austin County, Texas conveyed by
         Victoria Pitts, by and through her legal guardian, Barbara Calderon to
         Clem Laskowski, et ux, Marie Laskowski, dated December 20, 1993,
         recorded in Volume 696, Page 497, of the Deed Records of Austin
         County, Texas.

138.     Oil, Gas and Mineral Lease dated December 30, 1995 between Clement
         Laskowski and wife, Marie Laskowski as Lessor and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         Tract One:  5.893 acres of land, more or less, out of and a part of
         the James Stephenson Survey, A-92, located in Austin County, Texas,
         more particularly described in partition deed (and referred to in said
         Partition Deed as "First"), dated September 4, 1981, from Marie
         Laskowski, et al to Marie Laskowski, joined herein pro forma by her
         husband, Clem Laskowski, recorded in Volume 448, Pages 784-797, deed
         records of Austin County, Texas.

         Tract Two:   5.893 acres of land out of the James Stephenson League,
         A-92, lying and being situated in Austin County, Texas, referred to as
         Tract No. 2 in partition deed, dated September 4, 1981, between Marie
         Laskowski, Eugenia Jozwiak, Anna Yezak, Vicki Pitts and Florian
         Jaworski, as joint owners, recorded in Volume 448, Page 784-797; and

         being the same 5.893 acre tract of land out of the James Stephenson
         League, A-92, Austin County, Texas, conveyed by Victoria Pitts, by and
         through her legal guardian, Barbara Calderon





__________________________
Exhibit  "B"  - Page 22
<PAGE>   60
         to Clem Laskowski, et ux, Marie Laskowski, dated December 20, 1993,
         recorded in Volume 696, Page 497, of the Deed Records of Austin
         County, Texas.

139.     Oil, Gas and Mineral Lease dated December 30, 1995 between W. T.
         Byler, Sr. and wife, Merlene Ann Byler, and W.  T. Byler, Sr.as
         Managing Partner of WTB, Ltd., A Texas Partnership as Lessor and
         Shield Petroleum, Incorporated as Lessee, covering the following
         property:

         42.349 acres of land, more or less, being part of and out of the F.
         Grimes One-Quarter League, Abst. No. 43 and James Stevens League,
         Abst. No. 94, Austin County, Texas, more fully described in Special
         Warranty Deed dated October 26, 1994 from W. T. Byler and wife Merlene
         Byler to WTB, Ltd., A Texas Partnership, recorded in Volume 717, Page
         368 of the Deed Records of Austin County, Texas.

140.     Oil, Gas and Mineral Lease dated December 30, 1995 between W. T.
         Byler, Sr., and wife Merlene Ann Byler, and W.  T. Byler, Sr. as
         Managing Partner of WTB, Ltd., A Texas Partnership as Lessor and
         Shield Petroleum, Incorporated as Lessee, covering the following
         property:

         38.178 acres of land, more or less, out of the James Shephenson
         League, A-92, Austin County, Texas and being out of the northern
         portion of a 90.567 acre tract described in Deed from E. B. Tieman, et
         ux, to William C.  Liedtke, Jr., dated December 18, 1968, recorded in
         Volume 306, Page 177, Deed Records, Austin County, Texas, said 38.178
         acres being more particularly described as follows:

         BEGINNING at an iron pin and fence corner in the south line of a
         public road at the Northeast Corner of the 8.04 acre tract conveyed to
         Willie Saxon by Henry Jaworski;

         THENCE with said road line North 73 degrees 42' East, 393.78' to an
         iron pin and fence corner at the Northwest Corner of the 256.6 acre
         tract now or formerly owned by James Lewandoski;
        
         THENCE with West Line of said tract as fenced South 15 degrees 15' East
         approximately 2,700' or to a point in the center of Muddy Branch;

         THENCE along said Muddy Branch in a westerly direction to a fence
         corner, being the Southeast Corner of a 118.226 acre tract described
         in Deed dated June 14, 1975 from Florian Jaworski, et al, to William
         Troy Byler and wife, Merlene A. Byler, recorded in Volume 371, Page
         951, Deed Records of Austin County, Texas;

         THENCE with said fence North 19 degrees 17' West, 1072.92' to an iron
         pin and fence corner at the Southwest Corner of the Willie Saxon 8.04
         acre tract;

         THENCE North 70 degrees 52' East, 200.53' to the Southeast Corner of
         said tract;
        
         THENCE with the East Line of said 8.04 acre tract as fenced North 16
         degrees 05' West 317.38'; North 3 degress 55' West 728.91' to the 
         Point of Beginning and containing approximately 38.178 acres of land, 
         less.
        




__________________________
Exhibit  "B"  - Page 23
<PAGE>   61
141.     Oil, Gas and Mineral Lease dated December 30, 1995 between William
         Troy Byler and wife, Merlene A. Byler as Lessor and Shield Petroleum,
         Incorporated as Lessee, covering the following property:

         118.226 acres of land, more or less, out of and being a part of the
         James Stephenson Survey, A-92, Austin County, Texas, and being the
         same land described in that certain deed dated June 14, 1975, from
         Florian Jaworski, et al, to William Troy Byler, as recorded in Volume
         371, Page 951 of the Deed Records of Austin County, Texas.

142.     Oil, Gas and Mineral Lease dated August 19, 1995 covering 174.055
         acres of land from Richard Z. Hundley et al.  to Lone Star Production
         Company, Memorandum of Lease recorded in Volume 739, Page 627, of the
         Official Records of Austin County, Texas.

143.     Oil, Gas and Mineral Lease dated August 19, 1995 covering 87.392 acres
         of land from Erline Sommerfeld, et vir., to Lone Star Production
         Company, Memorandum of Lease recorded in Volume 739, Page 630 of the
         Official Records of Austin County, Texas.

144.     Oil, Gas and Mineral Lease dated August 19, 1995 covering 49.0 acres
         of land from Fred Henry Heidemann et ux.  to Lone Star Gas Production
         Company, Memorandum of Lease recorded in Volume 739, Page 633 of the
         Official Records of Austin County, Texas.

145.     Oil, Gas and Mineral Lease dated August 19, 1995 covering 26.055 acres
         of land from T. Grant Johnson to Lone Star Production Company,
         Memorandum of Lease recorded in Volume 743, Page 720 of the Official
         Records of Austin County, Texas.

146.     Oil, Gas and Mineral Lease dated November 10, 1995 covering 26.055
         acres of land from Richard Lee Hundley, et al. to Lone Star Production
         Company, Memorandum of Lease recorded in Volume 743, Page 717 of the
         Official Records of Austin County, Texas.


                              GRIMES COUNTY, TEXAS

147.     Oil, Gas and Mineral Lease dated December 29, 1995 between John P.
         Smith Trust with Alma Smith, Frances Smith Merek et al as Trustees, as
         Lessors and Shield Petroleum Incorporated as Lessee, covering 438.91
         acres, more or less, being out of the M. McIntire Survey, A-41, and
         the William McIntire Survey, A-40, Grimes County, Texas, and recorded
         in Volume __________, Page __________ of the Real Property Records of
         Grimes County, Texas and being the same land as described in Special
         Warranty Deed dated February 16, 1995 from Alma Lee Smith, Frances
         Marie Marek, and Jeanette Smith Raines Independent Co-Executors of the
         Estate of John P. Smith to Alma Lee Smith and Jeanette Smith Raines as
         Co-Trustees of the John P. Smith Trust dated April 12, 1989 and land
         described in deed recorded in Volume 232, Page 71. All references
         herein are in the Deed Records of Grimes County, Texas.

148.     Oil, Gas and Mineral Lease dated December 29, 1995 between Alma Smith,
         dealing in her separate property, as Lessor and Shield Petroleum
         Incorporated as Lessee, covering 438.91 acres, more or less, being out
         of the M.  McIntire Survey, A-41, and the William McIntire Survey,
         A-40,





__________________________
Exhibit  "B"  - Page 24
<PAGE>   62
         Grimes County, Texas, and recorded in Volume __________, Page
         __________ of the Real Property Records of Grimes County, Texas and
         being the same land as described in Special Warranty Deed dated
         February 16, 1995 from Alma Lee Smith, Frances Marie Marek, and
         Jeanette Smith Raines Independent Co-Executors of the Estate of John
         P. Smith to Alma Lee Smith and Jeanette Smith Raines as Co-Trustees of
         the John P. Smith Trust dated April 12, 1989 and land described in
         deed recorded in Volume 232, Page 71. All references herein are in the
         Deed Records of Grimes County, Texas.



149.     Oil, Gas and Mineral Lease dated December 29, 1995 between Charles
         Floyd and wife, Geraldine Floyd, as Lessors and Shield Petroleum
         Incorporated as Lessee, covering 322.37 acres, more or less, being out
         of the M. McIntire Survey, A-41, the William McIntire Survey, A-40,
         and the William McIntire Survey, A-321, Grimes County, Texas, and
         recorded in Volume __________, Page __________ of the Real Property
         Records of Grimes County, Texas and covering the following property:

         Tract One: 156.5 acres of land, more or less, being in the Margaret
         McIntire Survey, Abstract No. 41, as recorded in Volume 110, Page 639,
         of the Deed Records of Grimes County, Texas.

         Tract Two: 41.00 acres of land, more or less, being in the William
         McIntire Survey, Abstract No. 40, as recorded in Volume 110, Page 639,
         of the Deed Records of Grimes County, Texas.

         Tract Three:41.00 acres of land, more or less, being in the William
         McIntire Survey, Abstract No. 40, as recorded in Volume 137, Page 497,
         of the Deed Records of Grimes County, Texas.

         Tract Four: 66.42 acres of land, more or less, being in the J. B. Tong
         Survey, Abstract No. 446, as recorded in Volume 333, Page 447 in the
         Deed Records of Grimes County, Texas.

         Tract Five: 10.886 acres of land, more or less, being in the William
         McIntire Survey, Abstract No. 321, as recorded in Volume 796, Page
         802, of the Deed Records of Grimes County, Texas.

         Tract Six: 6.774 acres of land, more or less, being in the William
         McIntire Survey, Abstract No. 321, as recorded in Volume 796, Page 804
         of the Deed Records of Grimes County, Texas.


150.     Oil, Gas and Mineral Lease dated December 30, 1995 between Angeline
         McLaurin, dealing in her separate property, as Lessor and Shield
         Petroleum Incorporated as Lessee, covering 9.12 acres, more or less,
         being out of the William McIntire Survey, A-321, Grimes County, Texas,
         and recorded in Volume __________, Page __________ of the Real
         Property Records of Grimes County, Texas, and  the same land as
         described in Partition Deed dated November 4, 1980 from Lois Finke,
         Pauline Boehm,  Lucille Gerwe and Hilda Nichols to Angeline McLaurin
         known as Tract #2 of the Agnes Noski Estate Division said deed being
         recorded in Volume 409, Page 835 of the Deed Records of Grimes County,
         Texas.

151      Oil, Gas and Mineral Lease dated December 30, 1995 between Cyril S.
         Adams, Jr., Trustee of the Simone Louise Adams Trust and Trustee of
         the Susan Michelle Adams Trust, as Lessors and Shield Petroleum
         Incorporated as Lessee, covering 259.3075 acres, more or less, being
         out of the





__________________________
Exhibit  "B"  - Page 25
<PAGE>   63
         A. U. Springer Survey, A-405, Grimes County, Texas, and recorded in
         Volume __________, Page __________ of the Real Property Records of
         Grimes County, Texas, being the same land as the first tract described
         in deed from Dora Behrens to C. S. Adams dated August 22, 1950 and
         recorded in Volume 196, Page 291 of the Deed Records of Grimes County,
         Texas.

152.     Oil, Gas and Mineral Lease dated December 31, 1995 between Mark M.
         Garnett, Residuary Trust, Carol Garnett, Trustee, as Lessor and Shield
         Petroleum Incorporated as Lessee, covering 556.657 acres, more or
         less, being out of the M. McIntire Survey, A-41, Grimes County, Texas,
         and recorded in Volume ___________, Page __________ of the Real
         Property Records of Grimes County, Texas, covering the following
         property:

         556.657 acres of land, more or less, located in the Margaret McIntire
         Survey Abstract No. 41 and being part of a 629 acre tract of land
         described in deed dated August 31, 1954 from John O. Stoneham to Mark
         M. Garnett, recorded in Volume 220, Page 627, of the Deed Records of
         Grimes County, Texas.  SAVE AND EXCEPT 34.706 acres of land, more or
         less, in the Margaret McIntire Survey Abstract No. 41, and being the
         same land described in a gift deed dated January 4, 1982 from Mark M.
         Garnett et ux, to Carol Garnett recorded in Volume 437, Page 331, of
         the Deed Records of Grimes County, Texas.   SAVE AND EXCEPT 37.637
         acres of land, more or less, being in the Margaret McIntire League
         Abstract No. 41 and being the same land, described in a gift deed
         dated January 4, 1982 from Mark M. Garnett et ux, to Linda Garnett
         Elkins recorded in Volume 437, Page 334, of the Deed Records of Grimes
         County Texas.  Leaving a net acreage of 556.657 acres of land from the
         original 629 acre tract.

153.     Oil, Gas and Mineral Lease dated December 31, 1995 between Pauline
         Reedy Freeman, Individually and as Attorney-in-Fact for Roy E.
         Freeman, as Lessor and Shield Petroleum Incorporated as Lessee,
         covering 753.033 acres, more or less, being out of the William
         McIntire Survey, A-40, Grimes County, Texas, and recorded in Volume
         __________ , Page _________ of the Real Property Records of Grimes
         County, Texas and being the same property described in Deed dated
         April 1, 1974 from Paul E. Bice, Trustee to Howard G. Singer, Trustee,
         recorded in Volume 320, Page 793 of the Deed Records of Grimes County,
         Texas.





__________________________
Exhibit  "B"  - Page 26
<PAGE>   64

                    AMENDMENT TO PURCHASE AND SALE AGREEMENT

         Reference is made to that certain Purchase and Sale Agreement dated
December 28, 1995 (the "Purchase and Sale Agreement"), between Shield Petroleum
Incorporated and P&M Properties, as Sellers, and Hugoton Energy Corporation, as
Buyer, covering certain oil and gas leases and wells in Brazos County, Texas
(the "Brazos Leases") and certain oil and gas leases in Washington, Grimes,
Montgomery, and Austin Counties, Texas (the "WGMA Leases").

         Sellers and Buyer desire to amend the terms of the Purchase and Sale
Agreement to (i) correct Article 1.03 to provide for a sale to Buyer of a
46.25% interest in the WGMA Leases after payout  as therein provided; to (ii)
to add to Article 7.01 a provision for the return of the purchase price
allocable to any Asset on which there is a failure of title within 90 days of
such failure of title; and (iii) to delete from Exhibit "A-1" attached to the
Purchase and Sale the oil and gas lease numbered "45." from Robert Ewing
Armstrong, dated August 25, 1994, and recorded in Volume 2203, Page 58, of the
Real Property Records of Brazos County, Texas (the "Armstrong Lease").

         Now therefore, for adequate consideration, Sellers and Buyer do hereby
amend the Purchase and Sale Agreement as follows:

         1.      Article 1.03 is hereby amended to delete, in the second and
                 third line of said article, the words "and an undivided
                 forty-two and one half percent (42.5%), after Payout," and
                 substitute in their place the following:  "and an undivided
                 forty-six and one-quarter percent (46.25%), after Payout,".

         2.      Article 7.01 is hereby amended to add at the end of the
                 paragraph the following:  "Sellers agree that they shall
                 return to Buyer, within ninety (90) days of any failure of
                 title to any Asset, the purchase price or the portion thereof
                 which is allocable to the Asset."

         3.      Exhibit "A-1" is hereby amended to delete the Armstrong Lease.

         Except as hereby amended, the Purchase and Sale Agreement shall
continue in full force and effect under the terms thereof.

         Executed this 10th day of January, 1996



                                        SHIELD PETROLEUM INCORPORATED



                                        By:
                                           -----------------------------------
                                        Ray Powell, President
<PAGE>   65
                         P&M PROPERTIES, A TEXAS GENERAL PARTNERSHIP



                         By:
                             ---------------------------
                             Ray Powell, General Partner



                         By:
                             ---------------------------
                             Ken Martin, General Partner





                         HUGOTON ENERGY CORPORATION



                         By:
                             ---------------------------
                             Floyd Wilson, President
<PAGE>   66
                                  EXHIBIT C

                                    LIENS


1.      Deed of Trust dated September 29, 1995, executed by Shield, as
mortgagor, in favor of Fidelity Bank, N.A., University Park, Texas, as
mortgagee, recorded in Volume 2457, Page 128-157 of the Real Property Records
of Brazos County, Texas, covering the Brazos County producing wells described
in the preceding Exhibit A-1.

2.      Security Interest of Eagle Oil & Gas Co. ("Eagle") claimed under Letter
Agreement dated December 13, 1994, as amended by letter dated July 26, 1995,
between Eagle and Reata Oil and Gas Corp., securing certain reimbursement
rights of Eagle and certain options to participate, in the WGMA Leases
described in the preceding Exhibit B.

<PAGE>   67
                                 EXHIBIT "D"


            ASSIGNMENT OF UNDIVIDED INTEREST IN OIL AND GAS LEASES

        For valuable consideration, the receipt and sufficieny of which is
hereby acknowledged,      (Name of Assignor)        . ("Assignor"), whose
mailing address is ________________________________________, does hereby assign
and convey unto HUGOTON ENERGY CORPORATION ("Assignee"), whose mailing address
is 301 N. Main, Suite 1900, Wichita, Kansas 67202, subject to the terms of this
Assignment, an undivided    (state fractional interest)      interest in the
Oil and Gas Leases described in Exhibit "A" (the "Leases"), made a part hereof
for all purposes, together with a similar interest in all personal property and
equipment used or obtained in connection therewith.

        Assignor reserves an overriding royalty interest equal to the
difference, if any, between     (state formula for overriding royalty
reservation)       of 8/8 of the oil, gas and, if applicable, other minerals
produced and saved from the lands covered by the Leases.  Said overriding
royalty interest shall be free of all costs and expenses of exploration,
development and operation of Leases, but shall bear its proportionate share of
taxes.  Said overriding royalty interest shall apply to any renewals or
extensions of the Leases which may be taken by Assignees or its successors or
assign within one year form termination of the Leases. If the Leases covers
less than the full interest in the lands described therein and covered by
this Assignment, then said overriding royalty interest shall be proportionately
reduced.

        The interest assigned herein is subject proportionately to the
following:

        (a)     All royalty, overriding roalty and other Lease burdens of
record, as of the date of this Assignment, in Brazos County, Texas, affecting
the assigned premises;

        (b)     The terms and conditions of all existing orders, rules, and
regulations of Federal, State, and other governmental agencies having
jurisdiction;

        (c)     Any valid and subsisting oil, casinghead gas and gas sales
contracts and agreements, insofar and only insofar as the same are pertinent or
relate to the property and interest conveyed herein.

        (d)     The terms and conditions contained in that certain Letter
Agreement dated       (state date of letter agreement)   , between Assignor and
Assignee.

        Assignor specifically warrants and agrees to defend the title to the
Leases against the claims and demands of all persons claiming the same or any
part thereof, limited to the consideration paid by Assignee for such portion of
the Leases in which there is a failure of title. ASSIGNOR EXPRESSLY DISCLAIMS
AND NEGATES AS TO PERSONAL PROPERTY AND FIXTURES; (a) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY; (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE; AND ANY IMPLIED (c) OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS.

        This Assignment shall be binding upon and shall inure to the benefit of
Assignor and Assignee and their respective heirs, successors and assigns.

        Executed this _______ day of _______________, 1996.     



<PAGE>   68
(NAME OF ASSIGNOR)


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






                             (Add acknowledgment)
                             --------------------



<PAGE>   69

                               SCHEDULE 3.02(e)

                        VALUE OF BRAZOS COUNTY, TEXAS
                        PRODUCING & UNDEVELOPED ASSETS


<TABLE>
<CAPTION>

          Well Names                                Value
          ----------                                -----

 <S>                                            <C>
 1.     Vilas No. 1 Well                        $        0.00
 2.     Jericho-Vilas No. 1 Well                $        0.00
 3.     Vilas-moore No.1 Well                   $        0.00
 4.     Moore No. 1-H Well                      $1,239,000.00   
 5.     Walton O.L. No. 1-H Well                $1,470,000.00
 6.     Westlands No. 1-H Well                  $   45,500.00
 7.     Kathleen O.L. No. 1-H Well              $1,83,000.000
 8.     T.J.M. O.L. No. 1 Well                  $  262,500.00
 9.     Big Creek Location                      $  583,333.33
10.     Vilas-Walton Location                   $  583,333.33
11.     Cawthon O.L. Location                   $  583,333.34
                                                -------------
                        Total Value             $5,250.000.00



</TABLE>



--------------------------------
Schedule 3.02 (e) - Page 1



<PAGE>   70
        (c)     Defined Terms. A defined term has its defined meaning 
                everywhere in this Agreement, regardless of whether the term 
                appears before or after the place in this Agreement where the 
                term is defined.

        12.12   Further Assurances. After the Closing, Seller shall execute and
deliver or shall otherwise caused to be executed and delivered, from time to
time, such further instruments, notices, division orders, tansfer orders, and
other documents and do such other and further acts and things as may be
reasonably necessary, as may be reasonably requested by Buyer, to more fully
and effectively transfer the Assets to the Buyer.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.


                                
                                          SHIELD PETROLEUM INCORPORATED   
                                                                          
                                                                          
                                          By:                             
                                             ---------------------------   
                                             Ray Powell, President        
                                                                          
                                                                          
                                          P & M PROPERTIES                
                                                                          
                                                                          
                                          By:                             
                                             ---------------------------   
                                             Ray Powell, General Partner  
                                                                          
                                          By:                             
                                             ---------------------------   
                                             Ken Martin, General Partner  
                                                                          
                                                                          
                                                                          
                                          EAGLE OIL & GAS CO.             
                                                                          
                                                                          
                                                                          
                                          By:                             
                                             ---------------------------   
                                             Pat Bolin, President         
                                                                          
                                                                          
                                          HUGOTON ENERGY CORPORATION      
                                                                          
                                                                          
                                                                          
                                          By:/s/ [ILLELIGBLE]             
                                             ---------------------------   
                                          Printed Name:                   
                                                       -----------------   
                                          Title:                          
                                                ------------------------