EXHIBIT 4.11

                      PURCHASE AND SALE AGREEMENT EFFECTIVE
            MARCH 1, 2004 BETWEEN CALEX AND WESTPORT PETROLEUM, INC.







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                           PURCHASE AND SALE AGREEMENT


                                 BY AND BETWEEN




                          CALIFORNIA EXPLORATION, INC.




                                    AS SELLER


                                       AND


                            WESTPORT PETROLEUM, INC..



                                    AS BUYER



                              AS OF THE 10TH DAY OF
                                   MARCH 2004








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                           PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this  "AGREEMENT") dated as of the 10th day of
March 2004, is by and between California Exploration, Inc. a Nevada corporation,
("SELLER") and Westport Petroleum, Inc., a Colorado corporation ("BUYER").

         IN CONSIDERATION  OF the agreements and covenants  contained herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged  and in reliance upon the  representations  and  warranties
contained  herein,  Seller and Buyer  agree,  upon the terms and  subject to the
conditions contained herein, as follows:

                                    ARTICLE I

                                PURCHASE AND SALE

PURCHASE  AND SALE OF THE  ASSETS.  Seller  agrees to sell,  assign,  convey and
deliver to Buyer,  and Buyer  agrees to  purchase  and  acquire  from  Seller at
Closing (hereinafter defined), but effective as of 12:01 a.m. C.S.T. on March 1,
2004 (the  "EFFECTIVE  DATE") a net three  percent (3%) of the right,  title and
working  interest  from Seller in and to the following  properties  described in
Sections 1.1 through 1.7 (collectively, the "ASSETS"):

         1.1.     LEASES.  A net  three  percent  (3%) of the  right,  title and
                  working interest in the properties,  described on Exhibit "A",
                  attached   hereto  and  made  a  part  hereof,   whether  such
                  properties  are in the  nature  of  fee  interests,  leasehold
                  interests, licenses,  concessions,  working interests, farmout
                  rights,  royalty,  overriding  royalty or other non-working or
                  carried interests, operating rights or other mineral rights of
                  every  nature and any rights that arise by operation of law or
                  otherwise,  in all such  properties and lands covered  thereby
                  and pooled,  unitized,  communitized or consolidated with such
                  properties  (the  "LEASES").  In  addition,   Buyer  shall  be
                  entitled to a net three  percent (3%) of the right,  title and
                  working  interest  in and to any and all Leases that have been
                  acquired pursuant to any of the Contracts.

         1.2.     WELLS.  A net  three  percent  (3%) of the  right,  title  and
                  working interest in the oil,  condensate or natural gas wells,
                  water  source  wells,  and  other  water  and  other  types of
                  injection  and  disposal  wells  either  located on the Leases
                  (including, but not limited to those described on the attached
                  Exhibit "B") or on lands pooled or unitized  therewith or held
                  for use in connection with the Leases under a Surface Contract
                  (as  hereinafter  defined),  whether  producing,  operating or
                  shut-in   (the   "WELLS")   (the   Leases  and  Wells   herein
                  collectively referred to as the "OIL AND GAS PROPERTIES").

         1.3.     SEVERED  SUBSTANCES.  A net three percent (3%) of the,  right,
                  title and working  interest in all severed crude oil,  natural
                  gas,   casinghead  gas,  drip  gasoline,   natural   gasoline,
                  petroleum, natural gas liquids, condensate,  products, liquids
                  and other  hydrocarbons  and other  minerals or  materials  of
                  every  kind  and  description  produced  from  the Oil and Gas
                  Properties  and either (a) in storage  tanks on the  Effective
                  Date  or  (b)  sold  on  or  after  the  Effective  Date  (the
                  "SUBSTANCES").

         1.4.     CONTRACTS.  A net three  percent (3%) of the right,  title and
                  working  interest in all contracts,  commitments,  agreements,
                  and  arrangements  that in any way  relate  to the  properties
                  described in Sections 1.1. through 1.7., inclusive, including,
                  without  limitation,   all  leases,   easements,   privileges,
                  right-of-way  agreements,  permits,  servitudes,  licenses  or
                  other  agreements  relating to the use or ownership of surface
                  and subsurface properties and structures that are used or held
                  for use in connection  with the  exploration and production of
                  Substances from the Oil and Gas  Properties,  and all existing
                  or   proposed   unitization,   pooling   and   communitization
                  agreements,  declarations and orders to the extent they relate

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                  to or affect the  Leases,  all  options,  farmout  agreements,
                  exploration agreements,  operating agreements,  area of mutual
                  interest  agreements,   all  oil,  gas  liquids,   condensate,
                  casinghead gas and gas sales, purchase,  exchange,  gathering,
                  transportation,  production, storage, treatment and processing
                  contracts,  or other  contracts for the disposal of Substances
                  therefrom  or  in   connection   therewith  and  any  and  all
                  amendments,  ratifications  or  extensions  of the  foregoing,
                  together  with (I) all  rights,  privileges,  and  benefits of
                  Seller thereunder arising on or after the Effective Date, (II)
                  all claims for take-or-pay or other similar  payments  arising
                  before  or after  the  Effective  Date  and  (III)  rights  of
                  subrogation  for  any  claims  that  arise  on  or  after  the
                  Effective Date under any insurance  policy held by Seller that
                  covers the  properties  described in Sections 1.1 through 1.7,
                  inclusive  (all such  contracts,  insofar and only  insofar as
                  such contracts affect the properties described in Sections 1.1
                  through  1.7,  inclusive,   referred  to  hereinafter  as  the
                  "CONTRACTS").

         1.5.     EQUIPMENT.  A net three  percent (3%) of the right,  title and
                  working  interest  in all  the  personal  property,  fixtures,
                  equipment  leases,  improvements,   oil  field  equipment  and
                  physical facilities or interests therein that are used or held
                  for use in  connection  with the ownership or operation of the
                  Oil and Gas Properties,  including,  without limitation, tanks
                  and tank batteries,  disposal facilities,  storage facilities,
                  buildings, structures, field separators and liquid extractors,
                  compressors, pumps, pumping units, valves, fittings, machinery
                  and parts, engines,  boilers, meters,  apparatus,  implements,
                  tools,  appliances,  cables, wires, towers, casing, tubing and
                  rods,  gathering  lines or other  pipelines,  field  gathering
                  systems,  and all other similar  fixtures and  equipment  (the
                  "EQUIPMENT").

         1.6.     INFORMATION  AND  DATA.  To the  extent in the  possession  of
                  Seller or any agent,  employee or affiliate of Seller,  copies
                  of all (a) abstracts,  title  opinions,  title reports,  title
                  policies,   lease   and   land   files,   surveys,   analyses,
                  compilations,    correspondence,   filings   with   regulatory
                  agencies, other documents and instruments that directly relate
                  to the  properties  described  in Sections  1.1  through  1.7,
                  inclusive;  (b) reproducible copies of computer databases that
                  directly  relate to the  properties  described in Sections 1.1
                  through   1.7,   inclusive;   (c)   geophysical,   geological,
                  engineering,   exploration,   production,  seismic  and  other
                  technical data, magnetic field recordings,  digital processing
                  tapes,  field prints,  summaries,  reports,  maps, studies and
                  other   analyses,   whether   written  or  in   electronically
                  reproducible  form,  that  directly  relate to the Oil and Gas
                  Properties;  and  (d)  all  other  books,  records  and  files
                  containing financial, title or other information that directly
                  relate to the  properties  described  in Sections  1.1 through
                  1.7, inclusive (the "DATA").

         1.7.     PAYMENT RIGHTS.  A net three percent (3%) of the right,  title
                  and working  interest  in all (a)  accounts,  instruments  and
                  general  intangibles (as such terms are defined in the Uniform
                  Commercial  Code of  Texas)  arising  from  the  sale or other
                  disposition  on or  after  the  Effective  Date  of any of the
                  Assets described in Sections 1.1 through 1.6,  inclusive;  and
                  (b) liens and security  interests in favor of Seller under any
                  law, rule or  regulation  or under the Contracts  arising from
                  the sale or other  disposition  on or after the Effective Date
                  of any of the Assets  described  in Sections  1.1 through 1.6,
                  inclusive (the "PAYMENT RIGHTS").

                                   ARTICLE II

                                 PURCHASE PRICE

2.1      PURCHASE PRICE. Buyer shall pay to Seller, be wire transfer, the sum of
         Sixty Thousand  Dollars  ($67,000)(the  "PURCHASE  PRICE") on or before
         April 15, 2004.


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                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1.     ORGANIZATION.  Seller is a corporation duly organized, validly
                  existing  and in good  standing  under  the laws of the  state
                  California.

         3.2.     POWER  AND  CONFLICTS.  Seller  has full  corporate  power and
                  authority to carry on its business as presently conducted,  to
                  enter into this Agreement and to perform its obligations under
                  this  Agreement.  Seller has the necessary power and authority
                  to  sell  the  Assets.  The  execution  and  delivery  of this
                  Agreement  by Seller  does not,  and the  consummation  of the
                  transactions  contemplated  by this  Agreement  shall not, (a)
                  violate or be in conflict  with, or require the consent of any
                  person or entity  under,  any  provision  of the  articles  of
                  incorporation  or  bylaws  or  other  governing  documents  of
                  Seller, (b) conflict with, result in a breach of, constitute a
                  default (or an event that with the lapse of time or notice, or
                  both  would  constitute  a  default)  under,  or  require  any
                  consent,  authorization  or approval  under any  agreement  or
                  instrument  to which  Seller is a party or to which any of the
                  Assets or Seller is bound,  (c)  violate any  provision  of or
                  require  any  consent,  authorization  or  approval  under any
                  judgment,  decree,  judicial or administrative  order,  award,
                  writ,  injunction,  statute,  rule or regulation applicable to
                  Seller,  or (d) result in the creating of any lien,  charge or
                  encumbrance on any of the Assets.

         3.3.     AUTHORIZATION.  The execution  and delivery of this  Agreement
                  have  been,  and the  performance  of this  Agreement  and the
                  transaction  contemplated hereby shall be at the time required
                  to be performed hereunder,  duly and validly authorized by all
                  requisite corporate action on the part of the Seller.

         3.4.     ENFORCEABILITY.  This  Agreement  has been duly  executed  and
                  delivered  on behalf of Seller and  constitutes  the valid and
                  binding  obligations of Seller  enforceable in accordance with
                  its  terms,   except  as  enforceability  may  be  limited  by
                  applicable bankruptcy,  reorganization or moratorium statutes,
                  equitable  principles  or other  similar  laws  affecting  the
                  rights of creditors generally  ("EQUITABLE  LIMITATIONS").  At
                  the Closing,  all documents and instruments required hereunder
                  to be executed and  delivered by Seller shall be duly executed
                  and delivered and shall  constitute  legal,  valid and binding
                  obligations  of Seller  enforceable  in accordance  with their
                  terms,  except as  enforceability  may be limited by Equitable
                  Limitations.

         3.5.     LITIGATION  AND CLAIMS.  No claim,  dispute,  demand,  filing,
                  cause of action,  administrative proceeding,  lawsuit or other
                  litigation   is  pending  or,  to  the  knowledge  of  Seller,
                  threatened  against  Seller or the  Assets  that  could now or
                  hereafter  adversely  affect the ownership or operation of any
                  of the Assets. No written or oral notice from any governmental
                  body or any other  person  has been  received  by  Seller  (a)
                  claiming  any  violation or  repudiation  of the Assets or any
                  violation  of any law,  environmental,  conservation  or other
                  ordinance,  code,  rule or  regulation  or (b)  requiring,  or
                  calling   attention  to  the  need  for  any  work,   repairs,
                  construction,   alternations   or   installations   on  or  in
                  connection  with the Assets  with  which  Seller has not fully
                  complied.

         3.6.     COMPLIANCE  WITH LAW AND  PERMITS.  Seller  has  obtained  all
                  necessary  governmental   certificates,   consents,   permits,
                  licenses or other  authorizations  that are  required  for the
                  ownership of the Assets by Seller and no  violations  exist or
                  have been recorded with respect of such  licenses,  permits or
                  authorizations.

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         3.7.     STATUS OF CONTRACTS.  All of the Contracts  that relate to the
                  Oil and Gas Properties  (a) are in full force and effect,  and
                  (b) neither Seller nor, to the knowledge of Seller,  any other
                  party to the Contracts (i) is in breach of or default, or with
                  the lapse of time or the giving of notice,  or both,  would be
                  in breach or default,  with respect to any of its  obligations
                  thereunder  to the extent that such  breaches or defaults have
                  an adverse  effect on the Oil and Gas  Properties  or (ii) has
                  given or  threatened  to give notice of any  default  under or
                  inquiry into any possible  default under,  or action to alter,
                  terminate,  rescind or procure a judicial  reformation  of any
                  Contract to the extent that such default has an adverse effect
                  on the Oil and Gas Properties.

         3.8.     PRODUCTION  BURDENS,  TAXES,  EXPENSE  AND  REVENUES.  To  the
                  knowledge of Seller, all rentals,  royalties,  excess royalty,
                  overriding  royalty  interest and other  payments due under or
                  with respect to the Assets have been properly and timely paid,
                  including,  but  not  limited  to,  the  distribution  of  all
                  proceeds of production  for which Seller has received  payment
                  from the  Purchaser;  all ad  valorem,  property,  production,
                  severance  and  other  taxes  based  on  or  measured  by  the
                  ownership  of the  Assets  or  the  production  of  Substances
                  therefrom  have been  properly and timely  paid.  All expenses
                  payable by Seller under the terms of the  Contracts  have been
                  properly and timely paid when due except for such  expenses as
                  are being  currently paid prior to delinquency in the ordinary
                  course of business.

         3.9.     STATUS  OF  EQUIPMENT.  The Wells  and  Equipment  are in good
                  repair, working order and operating condition and are adequate
                  for the  operation of the Oil and Gas  Properties as currently
                  being  operated;  however,  the Wells and  Equipment are being
                  delivered in "as is-where is" condition.

         3.10.    LEASES.  With  respect to the Leases and to the  knowledge  of
                  Seller:  (a) the Leases have been  maintained  in all material
                  respects according to their terms, in material compliance with
                  the agreements to which the Leases are subject; (b) the Leases
                  are  presently in full force and effect and (c) no other party
                  to any Lease is under material  breach or default with respect
                  to any of its material obligations thereunder.

         3.11.    ACCURACY OF REPRESENTATIONS.  No representation or warranty by
                  Seller  in  this   Agreement  or  any  agreement  or  document
                  delivered  by Seller  pursuant to this  Agreement  contains an
                  untrue  statement  of a  material  fact or  omits  to  state a
                  material fact  necessary to make the  statements  contained in
                  any  such   representation  or  warranty,   in  light  of  the
                  circumstances  under which it was made, not misleading.  There
                  is no fact  known to  Seller  that  materially  and  adversely
                  affects  (or  may   materially   and  adversely   affect)  the
                  operation, prospects or condition of any portion of the Assets
                  that has not been set forth in this Agreement.

                                   ARTICLE IV.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

         4.1.     ORGANIZATION.  Buyer is a corporation duly organized,  validly
                  existing and in good  standing  under the laws of the State of
                  Colorado.

         4.2      POWER  AND  CONFLICTS.  Buyer  has full  corporate  power  and
                  authority to carry on its business as presently conducted,  to
                  enter into this Agreement, to purchase the Assets on the terms
                  described  in  this   Agreement   and  to  perform  its  other
                  obligations  under this Agreement.  The execution and delivery
                  of this Agreement by Buyer does not, and the  consummation  of
                  the transactions contemplated by this Agreement shall not, (a)
                  violate or be in conflict  with, or require the consent of any
                  person or entity  under,  any  provision  of the  articles  of


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                  incorporation or bylaws or other governing documents of Buyer,
                  (b) conflict with, result in a breach of, constitute a default
                  (or an event  that with the lapse of time or  notice,  or both
                  would  constitute  a default)  under,  or require any consent,
                  authorization or approval under any agreement or instrument to
                  which  Buyer  is a  party  or is  bound,  or (c)  violate  any
                  provision of or require any consent, authorization or approval
                  under any judgment,  decree, judicial or administrative order,
                  award,   writ,   injunction,   statute,   rule  or  regulation
                  applicable to Buyer.

         4.3      AUTHORIZATION.   Buyer's   execution   and  delivery  of  this
                  Agreement have been, and Buyer's performance of this Agreement
                  and the transactions  contemplated hereby shall be at the time
                  required  to  be   performed   hereunder,   duly  and  validly
                  authorized  by all requisite  corporate  action on the part of
                  the Buyer.

         4.4.     ENFORCEABILITY.  This  Agreement  has been duly  executed  and
                  delivered on behalf of Buyer and  constitutes  a legal,  valid
                  and binding obligation of Buyer enforceable in accordance with
                  its  terms,   except  as  enforceability  may  be  limited  by
                  Equitable Limitations.  At the Closing, all documents required
                  hereunder to be executed and  delivered by Buyer shall be duly
                  executed and delivered and shall constitute  legal,  valid and
                  binding  obligations of Buyer  enforceable in accordance  with
                  their  terms,  except  as  enforceability  may be  limited  by
                  Equitable Limitations.

         4.5.     CLAIMS  AND  LITIGATION.  There  is no  suit,  action,  claim,
                  investigation  or  inquiry  by any  person or entity or by any
                  administrative  agency  or  governmental  body  and no  legal,
                  administrative  or  arbitration   proceeding  pending,  or  to
                  Buyer's  knowledge,  threatened against Buyer or any affiliate
                  of Buyer that has or will materially affect Buyer's ability to
                  consummate the transactions contemplated by this Agreement.

         4.6.     ACCURACY OF REPRESENTATIONS.  No representation or warranty by
                  Buyer in this Agreement or any agreement or document delivered
                  by Buyer pursuant to this  Agreement  contains or will contain
                  an untrue  statement of a material  fact or omits or will omit
                  to state a  material  fact  necessary  to make the  statements
                  contained in any such representation or warranty,  in light of
                  the circumstances under which it was made, not misleading.


                                    ARTICLE V

                                  TITLE MATTERS

SELLER'S TITLE: Seller makes no representations or warranties as to its title to
the Oil and Gas Properties, except those created by, through or under Seller.


                                   ARTICLE VI

                                     CLOSING

6.1      THE CLOSING. The assignment and purchase of the Assets pursuant to this
         Agreement  shall  be  consummated  (the  "CLOSING")  at 26  Wedge  Way,
         Littleton,  Colorado 80123 at the offices of Seller before 5:00 p.m. on
         or before the 15th day of April 2004 (the "CLOSING DATE").

6.2      PAYMENT OF PURCHASE PRICE. Buyer shall pay to Seller the Purchase Price
         by wire transfer and Seller, by execution hereof,  acknowledges receipt
         of the Purchase Price.


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                                   ARTICLE VII

                          SURVIVAL AND INDEMNIFICATION


7.1      SURVIVAL. All representations,  warranties,  covenants,  agreements and
         indemnities  of or  by  the  parties  shall  survive  the  Closing  and
         execution and delivery of the assignments contemplated hereby.

7.2      SELLER'S INDEMNIFICATION.  To the extent permitted by law, Seller, from
         and  after  Closing,  shall  indemnify  and hold  harmless  Buyer,  its
         affiliates,  officers,  directors,  employees,  agents, consultants and
         representatives  from  and  against  any and all  damage,  loss,  cost,
         expense, obligation,  claim or liability,  including reasonable counsel
         fees  and   reasonable   expenses  of   investigating,   defending  and
         prosecuting litigation (collectively, the "DAMAGES"), suffered by Buyer
         as a result of any  obligation  or  liability  of Seller  arising  from
         ownership or operation of the Assets prior to the Effective Date.

7.3      BUYER'S  INDEMNIFICATION.  To the extent permitted by law, Buyer,  from
         and after  Closing,  shall  indemnify  and hold  harmless  Seller,  its
         affiliates,  officers, directors,  employees,  consultants,  agents and
         representatives from and against any and all Damages suffered by Seller
         as a result of the following:  (a) any liability or obligation  arising
         from its operation of the Assets on and after the Effective Date (other
         than Damages resulting from a breach of any representation, warranty or
         covenant of Seller contained in this Agreement),  (b) the breach of any
         representation  or warranty of Buyer set forth in this  Agreement;  and
         (c) the  breach  of,  or  failure  to  perform  or  satisfy  any of the
         covenants of Buyer set forth in this Agreement.


                                  ARTICLE VIII
                                  MISCELLANEOUS


8.1      "BUSINESS  DAY"  shall  mean a day  other  than the days  that  banking
         institutions  are  required or permitted to be closed under the laws of
         the State of Texas.

8.2      GOVERNING  LAW.  This  Agreement  shall be governed  and  construed  in
         accordance with the laws of the State of Texas without giving effect to
         any principles of conflicts of laws.

8.3      INTEGRATION.  This  Agreement and the Exhibit  attached  hereto entered
         into by the parties under the  provisions  of this  Agreement set forth
         the entire agreement and understanding of the parties in respect of the
         transaction  contemplated  hereby and supersede  all prior  agreements,
         prior  arrangements  and prior  understandings  relating to the subject
         matter hereof. No representation,  promise,  inducement or statement of
         intention has been made by Seller or Buyer that is not embodied in this
         Agreement or in the documents  referred to herein,  and neither  Seller
         nor Buyer shall be bound by or liable for any  alleged  representation,
         promise, inducement or statement of intention not so set forth.

8.4      HEADINGS.  The Section  headings  contained in this  Agreement  are for
         convenient  reference  only and shall not in any way affect the meaning
         or interpretation of this Agreement.

8.5      INVALID  PROVISIONS.  If any provision of this  Agreement is held to be
         illegal,   invalid  or  unenforceable  under  present  or  future  laws
         effective  during  the  term  hereof,  such  provision  shall  be fully
         severable;  this  Agreement  shall be construed and enforced as if such
         illegal,  invalid or unenforceable provision had never comprised a part
         hereof, and the remaining  provisions of this Agreement shall remain in
         full force and effect and shall not be affected by the illegal, invalid
         or unenforceable provision or by its severance from this Agreement.


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EXECUTED as of the date first set forth above.

                                     SELLER:

                                                   CALIFORNIA EXPLORATION, INC.


                                                   By  /s/ NICK DEMARE
                                                   ----------------------------
                                                       Nick  DeMare

                                     BUYER:

                                                   WESTPORT PETROLEUM, INC.


                                                   By  /s/ BRAD COLBY
                                                   ----------------------------
                                                       Brad Colby

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                                   EXHIBIT "A"
                   ATTACHED TO AND MADE A PART OF THAT CERTAIN
               PURCHASE AND SALE AGREEMENT DATED DECEMBER 18, 2002
                      WEST RANCH FIELD, SOUTHWEST EXTENSION



          NOTE: Except where indicated otherwise, all recording references given
          below are to the  indicated  Records  of the  County  Clerk of Jackson
          County,  Texas.  Lot numbers given below refer to Lots located  within
          the Second  Subdivision  of the J. M. Bennett Ranch,  Jackson  County,
          Texas,  as same  appears  of record in Volume 2, page 43, Map and Plat
          Records, Jackson County, Texas.

1.       TURNER "D" LEASE:

Oil Gas and Mineral Lease dated December 1, 1936,  from E. A. TURNER,  et ux, as
Lessor,  to C. E. HUNGERFORD as Lessee,  covering 120 acres, more or less, being
all of Lot 26 and the West one half  (1/2) of Lot 27,  appearing  of  record  at
Volume 99; page 272, et seq, Deed Records. Said Lease is subject to the terms of
that  certain  Assignment  and Bill of Sale from Mobil  Producing  Texas and New
Mexico,  Inc. to R. H.  Engelke,  effectively  dated Ap~ 1,1991,  recorded in at
Volume 743 page 875, et seq,  Deed  Records,  and to that certain  Amendment and
Ratification  from Zelda  Turner,  et al,  countemart  copies of which appear of
record  beginning  at  Volume  744,  Page  1003,  et seq of  the  Deed  Records.
(90-180-11)

2.       SCHUECH "E" LEASE

Oil Gas and Mineral  Lease dated January 5, 1937,  from D. W. SCHUECH,  et ux as
Lessor,  to C. E. HUNGERFORD as Lessee,  covering 80 acres,  more or less! being
all of Lot 31, and  appearing  of record at Volume 99,  page 292,  et seq,  Deed
Records.  Said Lease is subject to that certain Assignment and Bill of Sale from
Mobil Producing Texas and New Mexico,  Inc. to R. H. Engelke,  effectively dated
April 1, 1991,  and  appearing of record at Volume 743, page 875, et seq, of the
Deed Records (90-180-10)

3.       TURNER "C" LEASE:

Oil Gas and Mineral  Lease dated March 30, 1990!  between Mrs. E. A. Turner,  et
al, Lessor,  and R. H. Engelke,  Lessee,  covering 120.0 acres of land,  more or
less, being all of Lot 22,  containing 80.0 acres of land, more or less, and the
East or Northeast  Half of Lot 27,  containing  40 acres of land,  more or less,
recorded in Volume 731,  page 886,  Deed  Records.  Said Lease is subject to the
terms of that certain  Amendment  and  Ratification  from Zelda  Turner,  et al,
countemart  copies of which appear of record beginning at Volume 744, Page 1028,
et seq of the Deed Records. (89-180-7)


                                     - 143 -

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4.       BENNETT BAY PASTURE LEASE:

Oil, Gas and Mineral Lease dated October 11, 1979, from John M. Bennett, Jr.1 et
al., as Lessor, to R. H Engelke, as Lessee, recorded in Volume 684, Page 7, Deed
Records, Jackson County, Texas, covering 480 acres of land, more or less, out of
the Ramon Musquiz Grant, A-59, Jackson County,  Texas,  INSOFAR AND ONLY INSOFAR
as said  Lease  covers a 40-acre  tract  described  in a Partial  Release  dated
September  23,  1987,  and  appearing  of record at Volume 702,  Page 159,  Deed
Records. (79-164-2)

5.       SCHUECH "B" LEASES (ALL COVERING LOT 23):

Each of the following six leases  covers 80 acres of land,  more or less,  being
all of Lot 23.

         a.       Oil, Gas and Mineral Lease dated  December 3, 1981,  from John
                  Daniel Stepan, et ux. as Lessor, to R. H. Engelke,  as Lessee,
                  recorded in Volume 611, Page 626, Deed Records. (81-168-2A)

         b.       Oil, Gas and Mineral Lease dated December 3.. 1981,  from Vera
                  Frances Stepan Rozsypal,  et vir, as Lessor, to R. H. Engelke,
                  as Lessee,  recorded ill Volume 611,  Page 630,  Deed Records.
                  (81-168-2B)

         c.       Oil, Gas and Mineral Lease dated  December 2, 1981,  from Irma
                  Schuech, as Lessor, to R. H. Engelke,  as Lessee,  recorded in
                  Volume 611, Page 634, Deed Records. (81-168-2C)

         d.       Oil,  Gas and  Mineral  Lease  dated  December  2, 1981,  from
                  Christine V. Schattel,  et al., as Lessor, to RH. Engelke,  as
                  Lessee,  recorded  in  Volume  612,  Page  70,  Deed  Records.
                  (81-168-2D)

         e.       Oil, Gas and Mineral Lease dated  December 17, 1981,  from The
                  United States National Bank of Galveston,  Trustee for Abe and
                  Annie  Seibel  Foundation,  as Lessor,  to R. H.  Engelke,  as
                  Lessee,  recorded  in  Volume  612,  Page 251,  Deed  Records.
                  (BI-168-2E)

         f.       Oil, Gas and Mineral Lease dated  September 23, 1983,  from Al
                  A. Brown and Charles Goodall, as Lessors, to R. H. Engelke, as
                  Lessee, recorded in Volume 636, Page 100, Deed Records.
                  (81-168-2F)

6.       BENNETT "G" LEASE:

Oil, Gas and Mineral Lease dated January 6, 1982, from John M. Bennett,  Jr., et
al. as Lessor,  to R. H. Engelke,  as Lessee,  recorded in Volume 612, Page 254,
Deed  Records,  covering  80 acres of land,  more or less,  being all of Lot 24.
(81-168-4)


                                     - 144 -


<PAGE>


7.       BENNETT "R" LEASES:

Each of the  following  four  leases are  subject  to  subject  to that  certain
Assignment and Bill of Sale from Mobil Producing  Texas and New Mexico,  Inc. to
R. H.  Engelke,  effectively  dated  January31  1991 and  appearing of record at
Volume 743, page 864 et seq, of the Deed Records of Jackson County,  Texas. Each
lease covers the 194.54 acres,  more or less,  out of Lot 46, more  particularly
described in each lease.

         a.       Oil Gas and Mineral Lease as amended,  dated  February 1 1989,
                  from Robert L. E Aston  Individually  and as  Attorney-in-Fact
                  for Elizabeth Easton Tilghman,  as Lessor,  to Mobil Producing
                  Texas & New Mexico  Inc.,  as Lessee,  appearing  of record at
                  Volume   717,   page  994,   et  seq  of  the  Deed   Records.
                  (90-182-2(a))

         b.       Oil Gas and Mineral Lease,  as amended dated February  1,1989,
                  from John Bennett Lupe  Individually  and as  Attorney-in-Fact
                  for Molly Lupe Lasater,  as Lessor, to Mobil Producing Texas &
                  New Mexico Inc., as Lessee, appearing of record at Volume 717,
                  page ~0l0, et seq, of the Deed Records. (90-182-2(b))

         c.       Oil Gas and Mineral Lease, as amended, dated February 1, 1989,
                  from John M.  Bennett,  Jr., as  Attorney-in-Fact  for Eleanor
                  Bennett Marlow, John
                   Stephen Bennett, and Carolyn Bennett Wood as Lessor, to Mobil
                   Producing  Texas & New Mexico Inc.,  as Lessee,  appearing of
                   record at Volume 717, page 1002, et seq, of the Deed Records.
                   (90-182-2(c))

         d.        Oil Gas and  Mineral  Lease,  as amended,  dated  February 1,
                   1989,  from  Thomas C.  Musgrave,  III,  Individually  and as
                   Attorney-in-Fact   for  Jamie  Musgrave  Hall  and  Josephine
                   Bennett  Musgrave,  as Lessor, to Mobil Producing Texas & New
                   Mexico  Inc.,  as Lessee,  appearing of record at Volume 717,
                   page 1018, et seq, of the Deed Records. (90-182-2(d))

8.       THE PHILLIPPI LEASES:

Each of the following four (4) leases covering Lot 26, containing 8G acres, more
or less.

         a.       Oil, Gas and Mineral Lease, as amended,  dated October22 1991,
                  between  William  G.  Phillippi,  Lessor,  and R. H.  Engelke,
                  Lessee,  recorded  in  Volume  758,  Page  14,  Deed  Records.
                  (90-180-13(a))

         b.       Oil,  Gas and Mineral  Lease,  as amended,  dated  December 1,
                  1995,  between S. Keith  Engelke,  Lessor,  and R. H. Engelke,
                  Lessee,  a Memorandum of which appears of record at Volume 66,
                  Page 979, of the Official Records.



                                     - 145 -

<PAGE>


         c.       Oil,  Gas and Mineral  Lease,  as amended,  dated  October 22~
                  1991,  between  Lola  Phillippi,  et al,  Lessor,  and  R.  H.
                  Engelke,  Lessee,  recorded  in Volume  753,  Page  609,  Deed
                  Records. (90-180-13(c))

         d.       Oil, Gas and Mineral Lease, as amended, dated October 22,1991,
                  between Charlene Phillippi,  et al, Lessor, and R. H. Engelke,
                  Lessee, and recorded in Volume 752 Page 964, Deed Records.
                  (90-180-~3(d))

9        Oil Gas and Mineral  Lease,  as amended,  dated  October 1, 1992,  from
         Darrell Lee Mudd., as Lessor, to RH. Engelke,  as Lessee.  appearing of
         record at Volume 766, page 617, of the Deed Records.

10       Schuech  Oil Unit 8 as  Designated  by Unit  Designation  appearing  of
         record at Volume  159,  Page 1041 of the  Official  Records  of Jackson
         County,  Texas,  covering  40 acres more or less as the  pooled  leases
         cover the oil and casinghead gas found in the stratigraphic  equivalent
         of the  subsurface  interval  from  6821  feet to 6827  feet  (as  such
         interval  appears in the  electric  Log of the R.H.  Engelke Well No.1,
         Irma Schuech  L(pound)B~  Lease on Lot 23 of the Second  Subdivision of
         the J.M. Bennett Ranch, Jackson County, Texas).

11.      Oil,  Gas and  Mineral  lease  dated  June 7, l 999 from  Vera  Frances
         Rozsypal et. al. to R.H. Engelke, covering 80 acres more or jess, being
         all of Lot 30 more  particularly  described in said Lease , recorded in
         Volume 142, Page 724 of the Official Records of Jackson County, Texas.

12.      Oil,  Gas and  Mineral  lease  dated  June 7, 1999  from  Vera  Frances
         Rozsypal et. al. to R.H. Engelke, covering 80 acres more or less, being
         all of Lot 33, more particularly  described in said Lease , recorded in
         Volume 142, Page 700 of the Official Records of Jackson County Texas.

13.      Oil,  Gas and  Mineral  lease  dated  June 7, 1999  from  Vera  Frances
         Rozsypal et al. to R.H. Engelke,  covering 80 acres more or less, being
         all of Lot 37, more  particularly  described in said Lease  recorded in
         Volume 142, Page 718 of the Official Records of Jackson County, Texas.

14.      Oil,  Gas and  Mineral  lease  dated  June 7, 1999  from  Vera  Frances
         Rozsypal et. al. to R.H.  Engelke,  covering  69.07 acres more or less,
         being  all of Lot  40,  more  particularly  described  in  said  Lease,
         recorded in Volume 142, Page 706.

15.      Oil,  Gas and  Mineral  lease  dated  June 7, 1999  from  Vera  Frances
         Rozsypal et. al. to R.H. Engelke, covering 40 acres more or less, being
         the Southwest 112 of Lot 29, more particularly  described in said Lease
         , recorded in Volume 142, Page 712.

16.      Oil, Gas and Mineral Lease, as amended,  dated June 21, 1999, from Greg
         Schaeffer,  Successor Guardian of the Estate of Russell Schaefer1 N.C.M
         to R.H. Engelke, covering 149.07 acres being all of Lots 32 and 39 more
         particularly  described in said Lease1  recorded in Volume,  144,  Page
         967.

                                     - 146 -

<PAGE>


17.       Oil, Gas and Mineral  lease dated  October 6, 1999,  from Cal Parley's
          Boys Ranch to R.H. Engelke, covering the 40 acres, more or less, being
          the Northeast 1/2 of Lot 29 more particularly  described in said Lease
          recorded in Volume 147, Page 416.

18.       Oil,  Gas and Mineral  lease dated June 11,  2001 from  Clementine  L.
          Schattel  Schroeder  to S. Keith  Engelke  covering  SQ, more or less,
          being the Southeast 1/2 of Lot 19 more particularly  described in said
          Lease , recorded in Volume 183, Page 561































                                     - 147 -



<PAGE>



                                   EXHIBIT "B"
                   ATTACHED TO AND MADE A PART OF THAT CERTAIN
              PURCHASE AND SALE AGREEMENT DATED DECEMBER 18, 2002,
                      WEST RANCH FIELD, SOUTHWEST EXTENSION



WELL NAME                 API #                  FIELD NAME              LEASE #

Bennett, John M. #3       42-239-31728           Bay Pasture               06321
Bennett, John M. G-1      42-239-31956           TW Frio 7400              08309
Bennett, J. M. R-2        42-239-03066           TW Frio 41-A              08253
Bennett, J.M. R-1         42-239-06035           WR Greata                 05203
Bennett, J.M. G-2         42-239-32275           TW Frio 7830              06668
Bennett, J.M R-9          42-239-03072           WR Bennview               04297
Bennett, J. M. R-4        42-239-03068           WR 5100                   08321
Bennett, J.M. Q-1         42-239-03802           WR Frio 6400              07098
Mudd, D. L. #1            42-239-32168           WR 6840                   08578
Schuech Unit 8 (B-1)      42-239-31930           WR Frio 6840              08535
Schuech, D. W. E-6        42-239-03036           WR Ward                   01674
Schuech, D. W. E-7        42-239-03073           WR Ward                   01674
Schuech, D. W. E-1        42-239-03035           WR Ward                   01674
Schuech, D. W. E-3        42-239-03033           WR Ward                   01674
Schuech, D. W. E-5        42-239-03339           WR Glasscock              01637
Schuech, Irma B-7         42-239-32610           WR Frio 6200              08219
Schuech, Irma B-2         42-239-31987           TW Frio 5830             152485
Schuech, Irma B-4         42-239-30155           WR Glasscock              08219
Schuech Unit 1            42-239-32313           WR Frio 7400              08111
Schuech Unit 9            42-239-32142           WR Frio 6200              08626
Turner E.A. C-1           42-239-32037           WR Ward                   07877
Turner E.A. C-2           42-239-32197           WR Frio 5100              07889
Turner E.A. C-3           42-239-32202           WR Frio 7020             120228
Turner E.A. C-4           42-239-32681           WR Frio 6200              08171
Turner E.A. D-1           42-239-03077           WR Frio 6220             172154
Turner E.A. D-2           42-239-03083           WR Glasscock              01639


WELL NAME                 API #                  FIELD NAME              LEASE #

Turner E.A. D-3           42-239-03074           WR Frio 5915             172144
Turner E.A. D-4           42-239-03079           WR Ward                   01676
Turner E.A. D-5           42-239-03080           WR Ward                   01676
Turner E.A. D-6           42-239-03081           WR Frio 5100              08362
Turner E.A. D-9           42-239-32237           WR Glasscock              01639



                                     - 148 -
<PAGE>