EXHIBIT 3.5

                              ARENA RESOURCES, INS.
                         4920 South Lewis St., Suite 107
                                 Tulsa, OK 74105
                            Telephone (918) 947-6060


     August 23, 2002


     Burk Royalty Co., Ltd.
     A Texas Limited Partnership
     P.O. Box 94903
     Wichita Falls, TX  76308-0903

     RE: Binding Letter of Intent For Purchase of Oil & Gas Interest

     The   undersigned.  Jon  H.  Bear,  represents  that  he   is   a
     Vice-President  of  Burk  Royalty  Investment  Co.,  LLC  General
     Partner of Burk Royalty Co., Ltd., a Taxes Limited Partnership of
     Wichita  Falls, Texas, ("Seller") which, is selling  certain  oil
     and  gas  working  interests and equipment as  more  particularly
     described  in  this binding Letter of Intent to  the  undersigned
     Arena  Resources, Inc., a Nevada Corporation of 4920 South  Lewis
     St.,  Suite 107, Tulsa, Oklahoma, 74105, ("Buyer". Whenever  both
     Buyer and Seller are collectively referred to In Letter of Intent
     they shall be designated as the "Parties".

     Seller  agrees  to  sell and Buyer agrees  to  purchase  for  the
     consideration recited and upon the terms of this Letter of Intent
     The  Midwell Properties consisting of. approximately 2,640  acres
     of  operated properties and 640 acres of non-operated  properties
     in  Cimarron County, Oklahoma together with all wells, pumpjacks,
     surface  and  downhole equipment in their present  condition  and
     hereafter collectively described as the "Property". The Property,
     as  conveyed, is warranted and represented by Seller to Buyer  to
     consist  of not less than a 100% working interest in the operated
     properties  and being not less than an 80% net revenue  interest;
     and  a  25% working interest in the non-operated properties being
     not less than a 20%. net revenue interest.

     Buyer  agrees to pay to Seller the total sum for the Property  of
     $100,000 and to issue stock with rights as described below. Buyer
     will  complete  its  due diligence on the  Property  by  Tuesday,
     September  3rd  at  5:00  PM CST and will  inform  Seller  within
     twenty-four hours of the foregoing date and time of its intent to
     close  or  abandon  this purchase right. Should  Buyer  elect  to
     close,  it  shall tender to Seller by wire transfer or  certified
     funds  the  non-refundable payment of  $100,000  and  the  common
     shares described below no later than the Closing on September 16,
     2002;  or inform Seller by September 3rd that it does not  intend
     to  continue  with  the purchase commitment  which  notice  shall
     terminate  all  obligations of the Parties under this  Letter  of
     Intent.  If  notice  to  close  or abandon  is  not  received  by
     September 4th, 2002 at 5:00 PM CST, that the agreement  shall  be
     terminated.



     Share Issuance and Rights

     As  a  necessary term and consideration for this Agreement, Arena
     has agreed to issue 100,000 shares of its authorized common stock
     to Seller at Closing. The restricted shares will be issued in the
     name  of Seller as an accredited investor. and without any  other
     limitations,   rights  or  claims,  except  for   the   "hold-off
     agreement"  and certain "put and call" rights agreed  to  between
     the Parties as follows:

               (1)it is agreed by Seller that it will not sell. t
     ransfer. hypothecate or grant any assignment or option to
     accomplish any of the foregoing in and to the Arena shares for a
     period of twenty-four months from the date of Closing of this
     transaction, (the hold-off period) except as may specifically be
     allowed by any of the following provisions.

               (2)On September 1, 2004. Seller shall have a right to
     resell and convey the Arena shares to Arena by giving written
     notice to Arena of its intent to resell ("Put") these shares to
     Arena. Arena will have thirty days from the date of such Put, if
     timely given, in which to close and pay for the shares in full at
     the price of $4.00 per share. This Put obligation of Arena shall
     be guaranteed by the full faith and credit of Arena. This Put
     right shall automatically expire if written notice of exercise is
     not given by Seller to Arena at the expiration date of the
     hold-off period.

               (3) Arena shall retain. during the hold-off period, the
     :right to purchase back ("Call") 50,000 of the shares conveyed at
     the net purchase price of $5.00 per share from Seller. Arena my
     exercise this Call during the bold-off period by giving written
     notice of intent to Call such shares to Seller and tendering the
     required purchase price. If for any reason, Seller does not
     tender the 50,000 shares within thirty days of the exercise of
     the call, pursuant to the Call rights of Arena, then 50,000 of
     the Arena shares described under the Put of paragraph 2, above,
     shall automatically be terminated and cancelled from such put
     right of Seller, but Arena shall have no further right to enforce
     such right of Call. Further, if Arena exercises its Call rights
     arid the transaction closes under the terms of this paragraph,
     the hold-off provisions of paragraph (1), above, shall
     automatically terminate us to all other Arena shares held by
     Seller.

     As  a necessary term and condition of this Agreement, Seller,  or
     one  or more of its partners, warrant and represent: (i) that  it
     (they)  arc the sole owner of the mineral interest being conveyed
     is  the  Property;  (ii) that the Property is currently  held  by
     production;  (iii) that there is approximately  50  bbls./day  of
     gross  production  on  the Property; (iv) and  that  the  mineral
     interest  being  conveyed will be free and clear  of  any  liens,
     encumbrances  or adverse claims and that mineral title  is  fully
     vested  in  the Seller at Closing,. In like manner, the  well(s),
     surface  equipment and structures, pumpjacks, downhole  equipment
     and  other  oil  and gas production storage equipment  are  being
     conveyed  as presently existing on the Property in their existing
     condition  and without warranty of future performance,  but  that
     there  will  be no adverse clams to title, liens or  encumbrances
     against such personal property.

     The  Closing shall be held on or before September 16, 2002  at  a
     place  and  time  mutually agreed upon between Buyer  and  Seller
     unless  a  different  date is otherwise  agreed  to  between  the
     parties  and  attached to this Letter of Intent in  writing.  The
     effective   date  for  the  transfer  of  assets,  ownership   of
     production  and obligation to pay normal and customary  operation
     expenses  shall  relate back and be September 1,  2002  with  any
     required  pro rations occurring at Closing. At Closing  and  upon
     the  tender  of the required consideration, Seller shall  execute
     and  deliver  to  Buyer in recordable form all  necessary  deeds,
     assignments, bills of sale and other documents necessary to fully
     transfer of record the interest conveyed herein.

     Seller  and  buyer mutually represent that they do not  need  any
     shareholder  or partner agreement or vote to approve or  complete
     the  transaction described by this Letter of Intent. Further, the
     undersigned  officers,  for the Seller and  Buyer  both  mutually
     represent  and  covenant that they have been duly  authorized  to
     enter  into and execute this Letter of Intent by their respective
     entities and that the same constitutes the binding obligation  of
     both entities.

     The  Parties mutually agree and covenant that they may ether into
     a  final and more definitive contract of purchase, but until  and
     unless  such contract is entered between the Parties, the  within
     Letter   of  Intent  shall  constitute  a  binding  and  complete
     obligation  of  purchase  between the Parties.  Seller  makes  no
     warranty  or  representations  as  to  future  profitability   or
     production  from  the  mineral interest conveyed.   Seller  does,
     however,  warrant  that  there we are known  current  or  pending
     environmental claims, proceedings or remediation problems related
     to the Property.

     Seller will use its best efforts to produce all historical well
     logs and other geological information for the conveyed property,
     together with all historical production information and other oil
     and gas records and production and cost records prior to the time
     of Closing.

     This  Letter  of  Intent  shall  be  applied  and  construed   in
     accordance  with the laws of the state of Oklahoma and  shall  be
     binding  upon any successor in interest or assign of  each  party
     hereto.



     Notice will be given to Seller at:        Jon H. Bear
                                               P.O. Box 94903
                                               Wichita Falls, TX  76308
                                               (940) 397-8674

     Notice will be given to Buyer at:         William K Broaddrick
                                               4920 S.Lewis, Suite 107
                                               Tulsa, OK  74105
                                               (918) 747.6060




     DATED this 23rd day of August, 2002.


     BURK ROYALTY CO. LTD.                     ARENA RESOURCES, INC.
     By:  Burk Royalty Investment Co., LLC
              General Partner


     /s/  Jon H. Bear                         /s/  William R. Broaddrick
     By:  Mr. Jon H. Bear                     By:  Mr. William R. Broaddrick
     Its Vice President                       Its Vice President/CFO