<PAGE>   1
                                                                   EXHIBIT 10.14


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                    PURCHASE, SALE AND COOPERATION AGREEMENT


                                  DATED AS OF


                                 MARCH 11, 1997


                                 BY AND BETWEEN


                    TEXACO EXPLORATION AND PRODUCTION, INC.,
                              ("TEPI" OR "SELLER")


                                      AND


                              DLB OIL & GAS, INC.
                                   ("BUYER")





================================================================================


<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>           <C>    <C>                                                    <C>
PART ONE      -      SUBJECT MATTER, DEFINITIONS
                     AND RULES OF CONSTRUCTION                                1

              1.1    SUBJECT MATTER.                                          1
              1.2    DEFINED TERMS.                                           1
              1.3    OTHER DEFINITIONS.                                       10
              1.4    GOVERNANCE.                                              10
              1.5    RULES OF CONSTRUCTION.                                   10

PART TWO      -      SALE AND PURCHASE                                        11

              2.1    ASSETS.                                                  11
              2.2    PURCHASE PRICE.                                          11
              2.3    [Intentionally Omitted].                                 11
              2.4    PRELIMINARY RECAPITULATION.                              11
              2.5    CLOSINGS AND PAYMENT.                                    11
              2.6    WIRING INSTRUCTIONS.                                     12
              2.7    ASSUMPTION OF OBLIGATIONS.                               12
              2.8    GLOBAL SETTLEMENT.                                       13
              2.9    SALT WATER OR PRODUCED WATER DISCHARGES.                 16

PART THREE    -      REPRESENTATIONS AND WARRANTIES                           17

              3.1    SELLER.                                                  17
              3.2    BUYER.                                                   18
              3.3    NO OTHER REPRESENTATIONS AND WARRANTIES.                 19

PART FOUR     -      COVENANTS                                                19

              4.1    COVENANTS OF SELLER.                                     19
              4.2    COVENANTS OF BUYER.                                      20


PART FIVE     -      ACCESS TO INFORMATION                                    22

              5.1    FILES.                                                   22
              5.2    OTHER FILES.                                             22
              5.3    CONFIDENTIAL DATA.                                       22
</TABLE>





                                       i
<PAGE>   3
                           TABLE OF CONTENTS (CONT.)

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>           <C>    <C>                                                    <C>
PART SIX      -      ON-SITE INSPECTIONS                                      22

              6.1    ON-SITE INSPECTIONS.                                     22

PART SEVEN    -      CONDITIONS TO CLOSING                                    23

              7.1    SELLER'S CLOSING CONDITIONS.                             23
              7.2    BUYER'S CLOSING CONDITIONS.                              24

PART EIGHT    -      FIRST AND SECOND CLOSING                                 26

              8.1    CLOSING.                                                 26
              8.2    TRANSACTIONS AT FIRST CLOSING.                           26
              8.3    TRANSACTIONS AT SECOND CLOSING.                          28
              8.4    SUBSEQUENT TO FIRST CLOSING.                             28
              8.5    RIGHT OF BUYER TO UNWIND AFTER FIRST CLOSING.            29

PART NINE     -      DISCLAIMER, ASSUMPTION AND INDEMNITY                     30

              9.1    DISCLAIMER/ASSUMPTION OF RISK (SELLER).                  30
              9.2    DISCLAIMER/ASSUMPTION OF RISK (BUYER).                   32
              9.3    INDEMNITY.                                               34

PART TEN      -      SPECIAL PROVISIONS                                       36

              10.1   CAPACITY RESERVATIONS.                                   36
              10.2   SURFACE RIGHT OF WAY ALLOWANCES.                         40
              10.3   POLLUTION RESPONSE/PAYMENT.                              41
              10.4   ABILITY TO DRILL SALT WATER DISPOSAL WELLS.              41
              10.5   ABILITY TO MOVE RIGS.                                    41
              10.6   CATHODIC PROTECTION.                                     41
              10.7   EXISTING EMPLOYEES AND CONTRACTORS.                      41
              10.8   ACCESS TO FRESH WATER.                                   42
              10.9   ACCESS TO FIELD.                                         42
              10.10  INSURANCE.                                               42
              10.11  WELL PROPOSAL BY BUYER.                                  42
              10.12  NONINTERFERENCE OF OPERATIONS.                           42
              10.13  RIGHT TO PURCHASE PRODUCTION.                            42
              10.14  BUYER'S RETAINED INTEREST IN TANK BATTERY 1-A.           43
              10.15  MISCELLANEOUS.                                           43
</TABLE>





                                       ii
<PAGE>   4
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>           <C>    <C>                                                    <C>
PART ELEVEN   -      MISCELLANEOUS                                            44

              11.1   SUCCESSORS AND ASSIGNS.                                  44
              11.2   WAIVERS AND AMENDMENTS.                                  44
              11.3   NOTICES.                                                 44
              11.4   COUNTERPARTS.                                            45
              11.5   ENTIRE AGREEMENT.                                        45
              11.6   SEVERABILITY.                                            45
              11.7   APPLICABLE LAW.                                          45
              11.8   EXPENSES.                                                45
              11.9   FILING AND RECORDING OF ASSIGNMENTS, ETC.                45
              11.10  PAYMENT OF BURDENS.                                      45
              11.11  LAWS AND REGULATIONS.                                    46
              11.12  PUBLIC ANNOUNCEMENTS.                                    46
              11.13  ASSIGNABILITY.                                           46
              11.14  PROVISIONS SURVIVE EACH CLOSING.                         46
              11.15  DISPUTE RESOLUTION.                                      47
              11.16  SELLER'S ELECTION TO ELECT A TAX DEFERRED EXCHANGE.      47
              11.17  TERMINATION.                                             47
</TABLE>





                                      iii
<PAGE>   5
                                  EXHIBIT LIST


<TABLE>
<S>           <C>
Exhibit A:    Contracts
Exhibit B-1:  Sale and Assignment of Assets
Exhibit B-2:  Sale and Assignment of Buyer's Leasehold
Exhibit C-1:  Escrow Agreement
Exhibit C-2:  Security Agreement
Exhibit D:    Dispute Resolution
Exhibit E-1:  Gas Purchase Contract (Buyer to Seller)
Exhibit E-2:  Gas Purchase Contract (Seller to Buyer)
Exhibit F:    Contract Operating Agreement
Exhibit G:    Shorebase Service Agreement
Exhibit H:    Commitment Agreement
Exhibit I:    Claim (Invoices)
Exhibit J:    Receipt
Exhibit K-1:  Wiring Instructions
Exhibit K-2:  Wiring Instructions
Exhibit K-3:  Wiring Instructions
Exhibit K-4:  Wiring Instructions
Exhibit L:    Buyer's Insurance Binder
Exhibit M:    East Hackberry Letter Agreement
Exhibit N:    Assignment and Assumption Agreement
</TABLE>





<PAGE>   6
                  PURCHASE, SALE AND COOPERATION AGREEMENT


       This Purchase, Sale and Cooperation Agreement is made and entered into
this 11th day of March, 1997, by and between Texaco Exploration and Production
Inc., a Delaware corporation (hereinafter "TEPI" or "Seller"), and DLB Oil &
Gas, Inc., an Oklahoma corporation, (hereinafter "Buyer").  Seller and Buyer
are sometimes separately referred to herein as a "Party" and collectively as
"Parties."

                                    PART ONE

             SUBJECT MATTER, DEFINITIONS AND RULES OF CONSTRUCTION

       1.1    SUBJECT MATTER.      The subject matter of this Agreement is,
inter alia, the sale by Seller to Buyer of the Assets, the purchase of the
Assets by Buyer, the assignment of Buyer's Leasehold from Buyer to Seller, the
purchase of the Claim by Buyer from Seller, and the terms and conditions of all
of the foregoing.

       1.2    DEFINED TERMS.       For purposes of this Agreement, including
the Exhibits, except as otherwise expressly provided or unless the context
otherwise requires, the terms defined in this Section 1.2 have the meanings
assigned to them herein and the capitalized terms defined elsewhere in the
Agreement by inclusion in quotation marks and parentheses have the meanings so
ascribed to them.

              "AFFILIATE" means, with respect to any Person, any other Person
       directly or indirectly controlling or controlled by, or under common
       control with, such Person.  For purposes of this definition, the term
       "control" (including, with correlative meanings, the terms
       "controlling," "controlled by" and "under common control with") as
       applied to any Person, means the possession, directly or indirectly, of
       the power to direct or cause the direction of the management of such
       Person, whether through ownership of voting securities, by contract or
       otherwise, and specifically with respect to a corporation or partnership
       means ownership of fifty percent (50%) or more of the voting stock in
       such corporation or of the voting interest as a partner in such
       partnership.

              "AGREEMENT" means this Purchase, Sale and Cooperation Agreement
       between Seller and Buyer, including the Exhibits attached hereto.

              "APPLICABLE LAW" means all laws, Environmental Laws, statutes,
       treaties, rules, codes, ordinances, regulations, certificates, orders,
       interpretations, licenses and permits of any Governmental Body and
       judgments, decrees, injunctions, writs, orders or like action of any
       court, arbitrator or other competent jurisdiction (including, without
       limitation, those pertaining to health, safety or the environment).

              "ASSETS" means collectively the Lease, the Equipment, the Non-
       Excluded Material, the Wells and the Contracts, except to the extent
       constituting Excluded Assets.



                                      1
<PAGE>   7
              "ASSUMED OBLIGATIONS" means (i) all liabilities, duties and
       obligations that arise in any way from ownership or operation of the
       Assets, except those which arise, relate to or accrue (a) prior to the
       Effective Date from personal injury, Burdens, production, windfall
       profit, severance, ad valorem or any other similar taxes or supply and
       service contracts, and (b) prior to the First Closing Date from federal
       or state income taxes; (ii) all liabilities, duties and obligations with
       respect to plugging, replugging and abandoning any Wells whether or not
       covered by or under a Contract, the restoration of the Leases and any
       Well sites, and the proper removal, disposal, and abandonment of any
       fixtures which are included in the Assets, including, without
       limitation, those matters set forth in Section 2.7(b); and (iii) all
       duties, liabilities and obligations as of the Effective Date under any
       Contracts.

              "BANKRUPTCY CODE" means the United States Bankruptcy Code, 11
       U.S.C. Sections  101 et seq.

              "BURDENS" means royalties (including both lessors' royalties and
       nonparticipating royalty interests), overriding royalties, net profits
       interests, reversionary interests, production payments, and other
       similar obligations and burdens payable out of production from or
       attributable to the Lease.

              "BUSINESS DAY" means a day on which the commercial banks are open
       for regular business in New York City.

              "BUYER'S LEASEHOLD" means all of Buyer's right, title and
       interest in State of Louisiana Lease No. 340 by and between the State of
       Louisiana, as Grantor, and William T. Burton, as Grantee, dated February
       7, 1936, and recorded at Vol. 5-F, Page 387, Entry No. 60,191, St. Mary
       Parish, Louisiana and Vol. 126, Page 185, Entry No. 49,234, Iberia
       Parish, Louisiana described on Exhibit B-2 to the Agreement, insofar and
       only insofar, as Buyer's leasehold pertains to the lands described in
       said Exhibit.  Buyer's Leasehold shall also mean fifty (50%) percent of
       Buyer's interest in the facilities which were excluded from Assets, and
       with the limitations contained in Exhibit "B-2".

              "CASE" means the bankruptcy case of WRT, pending under chapter 11
       of the Bankruptcy Code in the United States Bankruptcy Court for the
       Western District of Louisiana, Lafayette-Opelousas Division (the
       "Bankruptcy Court").

              "CAOA" means that certain Contract Area Operating Agreement,
       dated effective as of July 1, 1987, by and among Texaco Inc., Pelham
       Partners, Ltd., Breck Operating Corp., Fuller Petroleum, Inc., Chilicote
       Inc. and Tesla Resources, Inc., as subsequently amended or modified from
       time to time.  Said Contract Area Operating Agreement is also identified
       on Exhibit "A" hereto.

              "CLAIM" means the unpaid amounts due and owing, as illustrated by
       the summary of the invoices attached hereto as Exhibit "I," for goods
       and services provided by Seller to





                                       2
<PAGE>   8
       WRT (formerly TESLA) related to the Contract Area prior to the
       commencement of the Case, in the amount of $5,960,825.30, together with
       all right, title and interest of Seller in and to (i) any and all
       property, whether real or personal, tangible or intangible, of whatever
       kind and wherever located, whether now owned or hereafter acquired or
       created, in which a lien or security interest exists or purports to
       exist, whether by statute, contract or otherwise, securing repayment of
       such amount, and (ii) all rights of recoupment under Applicable Law, as
       more particularly set forth in the Texaco Recoupment Motion.

              "COMMITMENT AGREEMENT" means that certain Commitment Agreement,
       dated as of January 20, 1997, attached hereto as Exhibit "H", among WRT,
       Buyer and Wexford Management LLC, as agent, as may be amended and
       modified and further approved by the Bankruptcy Court.

              "CODE" means the Internal Revenue Code of 1986, as amended from
       time to time, and any successor statute or statutes.

              "CONTEMPLATED TRANSACTIONS" means each and all of the
       transactions contemplated by this Agreement, except such term shall not
       include the Plan or the Commitment Agreement.

              "CONTRACTS" means all of Seller's right, title and interest in
       and to those contracts and other agreements listed on Exhibit "A" hereto
       insofar and only insofar as the same relate to the Lease, the Equipment
       and the Wells.

              "CONTRACT AREA" means the acreage and other interests covered by
       the CAOA, as said term is more fully defined therein.

              "DISTRIBUTIONS" means any and all cash, debt securities, equity
       securities and other property or consideration which may be exchanged
       for or distributed or collected or otherwise received on account of the
       Claim after the First Closing Date and all proceeds thereof.

              "EAST HACKBERRY LETTER AGREEMENT" means that certain letter from
       Buyer to Seller dated March 11, 1997, attached hereto as Exhibit "M,"
       pursuant to which DLB has guaranteed the performance of the plugging and
       abandonment obligations of WRT, as reorganized, with respect to State
       Lease 50 insofar only as to the East Hackberry Field.

              "EFFECTIVE DATE"  shall mean 7:00 a.m., local time, January 1,
       1997.

              "ENVIRONMENT" means navigable waters, ocean waters, natural
       resources, surface waters, ground water, drinking water supply, land
       surface, subsurface strata, ambient air, both inside and outside of
       buildings and structures, and wildlife, aquatic species and vegetation.





                                       3
<PAGE>   9
              "ENVIRONMENTAL CLAIM" means any claim, demand, or cause of action
       asserted by any Governmental Body or any Person for personal injury
       (including sickness, disease or death), property damage or damage to the
       Environment resulting from the transport, discharge or Release of any
       chemical, material or emission into the Environment at or in the
       vicinity of the Assets.

              "ENVIRONMENTAL LAWS" means all federal, state and local laws,
       statutes, ordinances, now or hereafter in effect, and in each case as
       amended, and any judicial or administrative interpretation thereof,
       including any judicial or administrative order, consent decree or
       judgment, relating to the regulation and protection of human health,
       safety or the Environment, including, without limitation, laws and
       regulations relating to emissions, discharges, Releases or threatened
       Releases of Hazardous Materials or otherwise relating to the
       manufacture, processing, distribution, use, treatment, storage,
       disposal, transport or handling of Hazardous Materials.  Environmental
       Laws include, but are not limited to, the Comprehensive Environmental
       Response, Compensation, and Liability Act of 1980, as amended; the
       Federal Insecticide, Fungicide, and Rodenticide Act, as amended; the
       Resource Conservation and Recovery Act, as amended; the Toxic Substances
       Control Act, as amended; the Clean Air Act, as amended; the Federal
       Water Pollution Control Act, as amended; the Clean Water Act, as
       amended; the Oil Pollution Control Act, as amended; the Oil Pollution
       Act of 1990, as amended; the Endangered Species Act, as amended; the
       Wild and Scenic Rivers Act, as amended; the Rivers and Harbors Act of
       1899, as amended; the National Historic Preservation Act of 1966, as
       amended; the Natural Gas Pipeline Safety Act of 1968, as amended; and
       the Safe Drinking Water Act, as amended; and their state and local
       counterparts or equivalents.

              "EQUIPMENT" means, except to the extent constituting Excluded
       Assets, all right, title and interest of Seller in and to all Wells,
       equipment, facilities, including but not limited to tubing, casing,
       wellheads, pumping units, production units, compressors, valves, meters,
       flowlines, tanks, heaters, separators, dehydrators, pumps and injection
       units, disposal facilities, platforms, and the like, which are located
       on the Lease and which are or have been used solely and exclusively in
       connection with the production or treatment of Hydrocarbons from the
       Lease or the Wells, and all wellbores and the tubing and equipment
       located therein.

              "ESCROW AGREEMENT" means that certain Escrow Agreement by and
       among Seller, Buyer and The Chase Manhattan Bank, as escrow agent, to be
       entered into at the First Closing, substantially in the form attached
       hereto as Exhibit "C-1."

              "EXCLUDED ASSETS" means the following:

              (a)    (i) all trade credits, accounts receivable, notes
       receivable and other receivable attributable to Seller's interest in the
       Assets with respect to any period of time prior to the Effective Date,
       except for the Claim, (ii) all trade payables, accounts payable, notes
       payable and other payables attributable to Seller's interest in the
       Assets with respect to any period of time prior to the Effective Date
       and (iii) all deposits, cash, checks in





                                       4
<PAGE>   10
       process of collection, cash equivalents and funds attributable to
       Seller's interest in the Assets with respect to any period of time prior
       to the Effective Date;

              (b)    all corporate, financial, and tax records of Seller;
       however, Buyer shall be entitled to receive copies of any financial and
       tax records which relate to the Assets or any Assumed Obligations, or
       which are necessary for Buyer's ownership, administration, or operation
       of the Assets.  Buyer shall provide a written request to Seller
       indicating its desire to obtain copies, and the purpose for the same;

              (c)    all claims and causes of action of Seller (i) arising from
       acts, omissions or events, or damage to or destruction of property
       occurring prior to the Effective Date, and (ii) with respect to any of
       the Excluded Assets;

              (d)    all rights, titles, claims and interests of Seller (i)
       under any policy or agreement of insurance or indemnity, (ii) under any
       bond, or (iii) to any insurance or condemnation proceeds or awards;

              (e)    all Hydrocarbons produced from or attributable to the
       Assets with respect to all periods prior to the Effective Date, together
       with all proceeds from or of such Hydrocarbons;

              (f)    claims of Seller for refund of or loss carry forwards with
       respect to (i) production, windfall profit, severance, ad valorem or any
       other similar taxes attributable to any period prior to the Effective
       Date, (ii) income or franchise taxes attributable to any period prior to
       the First Closing Date, or (iii) any taxes attributable to the Excluded
       Assets;

              (g)    all amounts due or payable to Seller as adjustments or
       refunds under any Contracts respecting periods prior to the Effective
       Date;

              (h)    all amounts due or payable to Seller as adjustments to
       insurance premiums related to the Assets with respect to any period
       prior to the Effective Date;

              (i)    all proceeds, benefits, income or revenues accruing (and
       any security or other deposits made) with respect to (i) the Assets
       prior to the Effective Date; and (ii) any Excluded Assets;

              (j)    all files, information and data expressly excluded from
       the definition of "Non-Excluded Material;"

              (k)    all of Seller's intellectual property, including but not
       limited to proprietary computer software, geological interpretations,
       patents, trade secrets, copyrights, names, marks, seismic information
       and interpretation, and logos;





                                       5
<PAGE>   11
              (l)    all of Seller's vehicles, trucks (including associated
       tools), boats (except for the two pollution response vessels at West
       Cote Blanche Bay which each have aluminum bottoms), tools, pulling
       machines, warehouse stocks, microwave equipment, computer equipment,
       remote terminal units, equipment or material temporarily located on the
       Assets; any pipelines, fixtures, tanks or equipment located on the
       Assets which belong to third parties, including, without limitation,
       Affiliates of Seller, lessors or purchasers of Hydrocarbons;

              (m)    all of Seller's interest in any oil, gas and/or mineral
       leases, lands or any mineral or surface fee which (i) are not
       specifically referenced on Exhibit "B-1" and/or (ii) cover or pertain to
       lands other than the particular lands described in the Lease,
       specifically referenced on Exhibit "B-1";

              (n)    the deep wells numbered 720, 831, 868, and 871.  Also
       excluded  are the present flowlines along with the separators and
       measurement equipment serving these wells.  Flowlines shall mean the
       piping between the wellhead tree and header presently in place for each
       well;

              (o)    tank battery 1-A, including, without limitation, all
       equipment and piping beginning at the header and ending at: i) salt
       water line leaving treater, and ii) point where LP gas enters suction
       line, immediately downstream of sales  meter to Buyer.  This includes,
       without limitation, separators, treaters, LACT, tanks, lightplant,
       meters, and all accessories and piping up to the designated exit point.
       Seller will also retain ownership of two 3 1/2" HP lines running to the
       dehydration platform.  However, Excluded Assets shall not include, with
       respect to tank battery 1-A, the production header, one  24" by 10' LP
       test separator (125 psi WP),  currently located on tank battery 1-A and
       one LP 60" by 15' production separator (250 psi WP);

       The Excluded Assets located at tank battery 1-A shall include, but not
       be limited to:

       1-HP separator for well #868;
       1-60" by 15' LP production separator for well #720 (presently used for
       well #261);
       1-HP separator for well #831;
       1-LP separator for well #720;
       1-flare regulator system;
       3-1500 bbl tanks;
       1-treater;
       1-flare separator;
       3-M8 pumps (two gas, one air);
       2-electric pumps;
       1-LACT unit;
       1-generator with building;
       1-550 gallon methanol tank;
       1-350 gallon chemical tank owned by Champion Chemical Company;





                                       6
<PAGE>   12
       1-pumpers building: and other miscellaneous piping, connections,
       fittings, and related equipment, all located on the platforms designated
       as tank battery 1-A.

       Buyer's ownership of the piping shall begin at:

       (i)    the treater outlet for saltwater, and

       (ii)   the point where LP gas enters the compressor suction line,
              immediately   downstream of Buyer's sale meter.

              (p)    one natural gas driven air compressor which was originally
       used for the Yale compressors, currently out of service at the SWD
       platform;

              (q)    miscellaneous compressor parts for compression units
       located in Cote Blanch Island and Vermilion Bay fields which are
       presently stored in West Cote Blanche Bay field.  These items  will be
       relocated out of West Cote Blanche Bay  field;

              (r)    Ivanhoe shorebase facility;

              (s)    Ivanhoe fuel stock;

              (t)    rented barge Arc #23; and

              (u)    any and all pipelines, gathering lines, and transmission
       lines wholly owned by Seller or its affiliates, which are physically
       located in West Cote Blanche Bay Field, including but not limited to the
       Ivanhoe Gas Gathering System which begins at Seller's sales meter for
       buying Buyer's production.

                     "FIRST CLOSING" means the closing of the Contemplated
       Transactions listed in Section 8.2 of this Agreement, held on the First
       Closing Date, at the offices of Texaco Exploration and Production Inc.,
       400 Poydras St., New Orleans, Louisiana.  All transactions occurring at
       the First Closing shall be deemed to have occurred simultaneously, and
       no one transaction shall be deemed to be complete until all such
       transactions are completed.

              "FIRST CLOSING DATE" means March 11, 1997, or such other date as
       the Parties may agree in writing.

              "GOVERNMENTAL BODY" means any Federal, state, county, municipal,
       or other Federal, state or local governmental authority or judicial or
       regulatory agency, board, body, department, bureau, commission,
       instrumentality, court, tribunal or quasi-governmental authority in any
       jurisdiction (domestic or foreign) having jurisdiction over any Asset or
       Person that is a party to any of the Contemplated Transactions, or any
       property of any of them.





                                       7
<PAGE>   13
              "HAZARDOUS MATERIALS" means any material (including naturally
       occurring radioactive materials), the emission, discharge,
       transportation, use, presence or disposal of which is regulated by or
       which must be remediated under any Environmental Law, and shall include,
       but not be limited to, any material defined as "hazardous" under the
       Resource Recovery and Conservation Act of 1980, as amended, or the
       Comprehensive Environmental Response, Compensation, and Liability Act of
       1980, as amended.

              "HYDROCARBONS" means only crude oil, natural gas, casinghead gas,
       condensate, sulphur, natural gas liquids, plant products and other
       liquid or gaseous hydrocarbons.

              "LEASE" means, except to the extent constituting Excluded Assets,
       and with the limitations contained in Exhibit "B-1" any and all rights,
       titles and interests owned by Seller in State of Louisiana Lease No. 340
       by and between the State of Louisiana as grantor and William T. Burton
       as grantee, dated February 7, 1936, and recorded at Vol. 5-F, Page 387,
       Entry No. 60,191, St. Mary Parish, and Vol. 126, Page 185, Entry No.
       49,234, Iberia Parish, described on Exhibit "B-1" to the Agreement,
       insofar and only insofar as such Lease pertains to the lands and depths
       described in said Exhibit.

              "LOSSES" means any and all losses, liabilities, claims, demands,
       penalties, fines, settlements, damages, actions, or suits of whatsoever
       kind and nature (but expressly excluding consequential damages), whether
       or not subject to litigation, including, without limitation (i) claims
       or penalties arising from products liability, negligence, statutory
       liability or violation of any Applicable Law or in tort (strict,
       absolute or otherwise) and (ii) loss of or damage to any property, and
       all reasonable out-of-pocket costs, disbursements and expenses
       (including, without limitation, legal, accounting, consulting and
       investigation expenses and litigation costs) imposed on, incurred by or
       asserted against an indemnified Party in connection therewith.

              "NON EXCLUDED MATERIAL" means copies of the following, insofar as
       the same are attributable to, appurtenant to, incidental to, or used for
       the operation of the Assets:  (i) all unitization, communitization, and
       pooling designations, declarations, agreements and orders covering the
       Assets, or any portion thereof, and the units and pooled or communitized
       areas created thereby; and (ii) all lease files, land files, well files,
       gas and oil sales contract files, gas processing files, division order
       files, abstracts, title opinions, core data books, well utility books,
       field production/gauge books, water analysis files, directional survey
       books, the Ivanhoe shorebase facility well and log files, the Production
       Analyst Production Database, the BHP books, the seismic data received
       from Western Geophysical unprocessed by Seller relating to the Lease,
       and all other books, files and records, information and data relating to
       the Assets (excluding, however, all legal files, attorney-client
       communications or attorney work product, records and documents subject
       to confidentiality provisions, auditor's reports, reserve information
       and reports, economic runs, interpretative structure maps, correlated
       logs, and any interpretive seismic, geochemical, and geophysical
       information and data, or other proprietary information relating
       thereto).  The costs associated with copying the Non-Excluded Material
       shall be borne by Buyer.





                                       8
<PAGE>   14
              "PERSON" means an individual, corporation, association, joint
       stock company, trust, partnership, joint venture, unincorporated
       organization, a government or any department or agency thereof, or any
       other legal entity.

              "PLAN" means the Second Amended Joint Plan of Reorganization
       under Chapter 11 of the United States Bankruptcy Code of WRT, Buyer and
       Wexford Management LLC, as agent ("Wexford"), dated March 11, 1997, as
       may be amended or modified with the consent of Buyer and Wexford.

              "RECEIPT" means the receipt for the Claim executed by Seller at
       the First Closing, in substantially the form of Exhibit "J" hereto.

              "RELEASE" means any release, spill, emission, leaking, pumping,
       injection, deposit, disposal, discharge, dispersal, leaching or
       migration into the Environment or into or out of any property, including
       the movement of Hazardous Materials through or in the air, soil, surface
       water, ground water or property.

              "SECOND CLOSING" means the closing of the Contemplated
       Transactions listed in Section 8.3 of      this Agreement, held on the
       Second Closing Date, at the offices of Schulte, Roth & Zabel LLP, 900
       Third Avenue, New York, New York  10022. All transactions occurring at
       the Second Closing shall be deemed to have occurred simultaneously, and
       no one transaction shall be deemed to be complete until all such
       transactions are completed.

              "SECOND CLOSING DATE" means the Effective Date under, and as such
       term is defined in the Plan, or such other date as the Parties may agree
       in writing.

              "SECURITY AGREEMENT" means that certain Security Agreement and
       Assignment of Production Proceeds, substantially in the form of Exhibit
       "C-2" hereto, to be executed by Buyer in favor of Seller at the First
       Closing.

              "SHOREBASE SERVICE AGREEMENT" means the Shorebase Service
       Agreement attached hereto as Exhibit "G".

              "SUBORDINATION AGREEMENT" means that certain Subordination
       Agreement by and between Seller and ING Capital Corporation to be
       executed at the Second Closing.

              "TERMINATION DATE" means the earlier of (a) the date on which the
       "Unwind" occurs, if applicable, pursuant to Section 8.5 hereof, and (b)
       the date of termination of the Agreement, if applicable, pursuant to
       Section 11.17 hereof.

              "TESLA" means TESLA Resources, Inc., a California corporation,
       which was a wholly owned subsidiary of WRT Energy Corporation, whose
       place of business was 4200 Research Forest Drive, The Woodlands, Texas
       77381, now merged into WRT Energy Corporation.





                                       9
<PAGE>   15
            "TEXACO RECOUPMENT MOTION" means that certain Motion Of Texaco
       Exploration And Production Inc. Pursuant To 11 U.S.C. Section  363(e)
       Prohibiting Debtor From Using Proceeds From Production At West Cote
       Blanche Bay Field dated August 19, 1996, currently pending before the
       Bankruptcy Court.

              "WCBB" means State Lease 340 located in St. Mary and Iberia
       Parishes, Louisiana, in the western portion of West Cote Blanche Bay
       known as West Cote Blanche Bay Field.

              "WELL(S)" shall mean, except as to the extent constituting
       Excluded Assets, all rights, titles and interests of Seller as of the
       First Closing Date in all oil and gas wells and injection and disposal
       wells located on the Lease, or used or useful in connection therewith,
       or on lands pooled or unitized therewith, or owned by Seller by virtue
       of any operating rights created by or under any Contract, including, but
       not limited to, those which are active or inactive, productive or
       non-productive, plugged and abandoned or temporarily abandoned.
              "WRT" means WRT Energy Corporation.

       1.3    OTHER DEFINITIONS.  Terms otherwise not defined in Section 1.2
above shall have the respective meanings ascribed to such terms in the other
provisions of this Agreement.

       1.4    GOVERNANCE.   In the event of any inconsistency between any of
the Exhibits to this Agreement and the provisions of this Agreement, the terms
of this Agreement shall control.

       1.5    RULES OF CONSTRUCTION.  For purposes of this Agreement, including
the Exhibits hereto:

              GENERAL.      Unless the context otherwise requires, (i) "or" is
not exclusive; (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with accounting principles that are generally
accepted in the United States of America; (iii) words in the singular include
the plural and words in the plural include the singular; (iv) words in the
masculine include the feminine and words in the feminine include the masculine;
and (v) a reference to a Person includes its successors and assigns.

              (a)    PARTS AND SECTIONS.   References to Parts and Sections
       are, unless otherwise specified, solely references to Parts and Sections
       of the Agreement.  Neither the captions to Parts or Sections hereof nor
       the Table of Contents shall be deemed to be a part of this Agreement.

              (b)    EXHIBITS.     Subject to Section 1.3 of this Agreement,
       the Exhibits form part of this Agreement and shall have the same force
       and effect as if set out in the body of this Agreement, subject,
       however, to the provisions of Section 1.4 of this Agreement.





                                       10
<PAGE>   16
              (c)    OTHER AGREEMENTS.     References herein to any agreement
       or other instrument shall, unless the context otherwise requires (or the
       definition thereof otherwise specifies), be deemed references to that
       agreement or instrument as it may from time to time be changed, amended
       or extended.


                                    PART TWO

                               SALE AND PURCHASE

       2.1    ASSETS AND CLAIM.    Seller hereby agrees to sell, assign and
convey to the Buyer and Buyer agrees to  purchase and pay for the Assets and
the Claim, and Buyer agrees to assume the Assumed Obligations. This will be
accomplished at the First Closing. In addition, Buyer agrees to assign and
convey to Seller Buyer's Leasehold more particularly described on Exhibit
"B-2".  This will be accomplished at the Second Closing. The above transactions
will occur in accordance with this Agreement and will be evidenced by the sale
and assignments attached hereto as Exhibits "B-1" and "B-2" as more fully set
forth in Part Eight of this Agreement, and by the Fed. R. Bankr. P. Rule 3001
filing in Section 4.1(c) hereof.

       2.2    PURCHASE PRICE.      The consideration shall be a purchase price
of TWELVE MILLION, FIVE HUNDRED THOUSAND, AND NO/100 DOLLARS ($12,500,000.00)
(the "Purchase Price") and the conveyance by Buyer to Seller of Buyer's
Leasehold which is more particularly described on Exhibit "B-2".   Also, at the
First Closing, Buyer shall pay Seller in cash FIVE MILLION, NINE HUNDRED SIXTY
THOUSAND, EIGHT HUNDRED TWENTY-FIVE AND 30/100 DOLLARS ($5,960,825.30) in
payment of the Claim. The amount of the Purchase Price is set in consideration
of Buyer's assuming all plugging, replugging, abandonment, removal, disposal,
cleanup and restoration obligations as more fully provided in Section 2.7(b),
and also in consideration of Buyer's entering into Exhibit "C-1" and "C-2",
which are the Escrow Agreement, and the Security Agreement, respectively.

       2.3    [Intentionally Omitted].

       2.4    PRELIMINARY RECAPITULATION.         At least two (2) days prior
to First Closing, Seller shall provide to Buyer a preliminary settlement
statement ("Preliminary Recap").  The Preliminary Recap will account for actual
production proceeds received by Seller and all necessary and reasonable capital
costs, overhead costs, severance taxes or other taxes measured by production,
ad valorem taxes, and including prorated estimates of ad valorem taxes in
absence of actuals, expenses and Burdens paid by Seller attributable to the
Assets as of the Effective Date.  Any amounts due by Seller to Buyer as set
forth in the Preliminary Recap shall be paid by Seller by wire transfer of
collected funds payable to Buyer at the First Closing.

       2.5    CLOSINGS AND PAYMENT.        Subject to the terms and conditions
contained herein, the Contemplated Transactions shall close on the First
Closing Date and the Second Closing Date. At First Closing, Buyer will pay
Seller the Purchase Price by wire transfer of





                                       11
<PAGE>   17
collected funds payable to Seller and Seller shall deliver to Buyer duly
executed conveyances of the Assets which shall be effective on the Effective
Date.  At First Closing, Buyer shall pay Seller the amount set forth in Section
2.2 above in payment of the Claim by wire transfer of collected funds payable
to Seller and Seller shall deliver to Buyer the Receipt duly executed.  At
Second Closing, Buyer shall deliver to Seller duly executed conveyances of
Buyer's Leasehold which shall be effective on the Effective Date of the Plan.
At First Closing, Buyer shall make the initial deposit required under the
Escrow Agreement by wire transfer of collected funds to the Escrow Account (as
defined in the Escrow Agreement).

       2.6  WIRING INSTRUCTIONS.  The payments and deposit required in Section
2.5 above shall be made in accordance with the wiring instructions set forth on
Exhibits "K-1", "K-2", "K-3" and "K-4" hereto.

       2.7  ASSUMPTION OF OBLIGATIONS.

              (a)    At the First Closing, Buyer shall assume, effective as of
       the Effective Date, the Assumed Obligations.

              (b)    Without limiting the foregoing, Buyer specifically
       acknowledges and agrees that as of the Effective Date, Buyer shall
       assume all of Seller's plugging, replugging, abandonment, removal,
       disposal and restoration obligations associated with the Assets being
       acquired hereunder, regardless of whether such obligations arose prior
       to or after the Effective Date.  Such obligations being assumed shall
       include, but not be limited to, all necessary and proper plugging and
       abandonment and/or removal and disposal of the Wells, structures, and
       Equipment located on or associated with the Assets, the necessary and
       proper removal or capping and burying of all associated flow lines, and
       any necessary disposal of naturally occurring radioactive material
       (NORM) or of asbestos.  All plugging, replugging, abandonment, removal,
       disposal, cleanup and restoration operations shall be in compliance with
       Applicable Laws and regulations and with the terms and conditions of the
       Lease and Contracts, and shall be conducted in a good and workmanlike
       manner.

              (c)    Unless otherwise agreed to by the Parties, Buyer shall
       assume Seller's obligations for operatorship of any Seller-operated
       Assets conveyed herein at 7:00 A.M. local time on the day immediately
       succeeding the First Closing Date; provided, that Seller shall act as
       contract operator of the Assets in accordance with that certain Contract
       Operating Agreement attached hereto as Exhibit "F".

              (d)    The CAOA covering the Lease shall continue in effect
       following the First Closing Date; and Seller will continue to be named
       as operator for all depths below the "Rob C Marker", which marker is
       defined as the correlative point as seen in the Texaco West Cote Blanche
       Bay #265 well at a measured depth of 10,575 feet.





                                       12
<PAGE>   18
       2.8    GLOBAL SETTLEMENT

       This Agreement is made subject to that certain Global Settlement
Agreement by and among Texaco Inc., The Louisiana Land and Exploration Company,
and the State of Louisiana ("Global Settlement"), dated February 22, 1994, a
complete copy of which is recorded at Vol. 36-W, Entry No. 244,947 in the
records of St. Mary Parish, Louisiana, and Vol. 1071, Entry No. 94-2838, in the
records of Iberia Parish, Louisiana.  Buyer hereby acknowledges receipt of a
copy of the Global Settlement.

       (a)    Unless otherwise indicated, capitalized terms used under this
              Section 2.8 have the meaning given them in the Global Settlement,
              or if not defined in the Global Settlement, as defined in this
              Agreement.

       (b)    Buyer acknowledges that the Lease is subject to the Global
              Settlement and agrees to comply with and assume all obligations
              arising from and after the Effective Date of this Agreement
              under, or in any manner related to or created and/or recognized
              by the Global Settlement insofar only as the same relate to the
              Lease and the Wells.

       (c)    Buyer acknowledges that the Lease is subject to the Global
              Settlement and agrees to notify Seller in writing within seven
              (7) days after its receipt of any material communications outside
              of the ordinary course of business from the Louisiana State
              Mineral Board ("SMB") relating in any manner to the Assets.
              Additionally, except as provided herein with respect to Force
              Majeure events and Potential Suspending Events, Buyer agrees to
              give Seller thirty (30) days written notice prior to initiating
              any material communication outside of the ordinary course of
              business and/or docketing of any such matters with the SMB and/or
              its technical staff relating in any manner to the obligations
              assumed under the Global Settlement and the Lease and the Wells;
              and Buyer agrees that Seller, in Seller's sole discretion, shall
              have the right in cooperation with Buyer to handle the proposed
              communication, docketing or presentation of all such matters.
              Notice required by this paragraph shall be directed to the
              attention of Seller's New Orleans Land Manager at the mailing
              address Post Office Box 60252, New Orleans, Louisiana 70160.

       (d)    Notwithstanding anything to the contrary stated above, but except
              as otherwise provided in this Agreement, Buyer shall not assign,
              sublease, farmout, convey, transfer, alienate, mortgage,
              hypothecate, pledge, or otherwise transfer or encumber the rights
              and interests that it is acquiring hereunder (in whole or in
              part) without prior written consent of Seller, which shall not be
              unreasonably withheld. Seller shall have the right to review any
              further conveyance in whole or in part, and any proposed
              conveyance contemplated herein. If Seller does provide its
              consent to such transaction, Seller's consent shall not have the
              effect of waiving this limitation with respect to any future or
              subsequent transaction(s).  Except as provided herein, every
              transaction that is made without Seller's prior written consent
              shall be void ab initio; and, even if Seller's prior





                                       13
<PAGE>   19
              written consent is obtained, the transaction shall be void unless
              it requires that any future or subsequent transaction(s) require
              Seller's prior written consent as provided herein. Further, Buyer
              is required to furnish Seller a copy of any conveyance within
              five (5) days of execution of such conveyance.

       (e)    Future transactions (including, but not limited to, those
              transactions identified in Section 2.8(d) above), shall be void
              unless they are specifically made subject to this Agreement and
              the Global Settlement and the Burton Sublease, and unless any
              future successor(s) in interest to the rights (in whole or in
              part) acquired by Buyer hereunder assumes the obligations of
              Buyer hereunder; provided, however, that any such transaction
              shall not relieve Seller of its previously incurred obligations
              to Buyer hereunder without Buyer's express written consent.

       (f)    The Lease is subject to the entirety of the Global Settlement,
              including, but not limited to the release obligations under
              Attachment "B" thereof.  Buyer recognizes that the rights
              acquired hereunder may be the subject of a release in favor of
              the State of Louisiana, and that such a release may either be
              mandatory under the terms of Attachment "B" (where there is no
              discretion as to which acreage is the subject of a release) or
              discretionary under the terms of Attachment "B" (where there is
              some discretion to select the acreage that is the subject of a
              release).  In the event of a release under the terms of
              Attachment "B", Seller and Buyer shall cooperate to achieve a pro
              rata release of acreage or other mutually acceptable designation
              of acreage which shall be released.  In the event of a release
              (whether mandatory or discretionary) pursuant to the terms of
              Attachment "B" that affects the rights acquired by Buyer
              hereunder (in whole or in part), BUYER SHALL HAVE NO RIGHTS,
              CLAIMS OR CAUSES OF ACTION AGAINST SELLER WHATSOEVER.

       (g)    Seller shall retain sole responsibility for the completion of the
              reports required under Attachment "B" of the Global Settlement
              and the maintenance and retention of any records, data,
              information, and documents relating to the affected acreage
              necessary for the completion of such reports, unless and until
              the Lease, or any portion thereof, is designated by the State
              Mineral Board as "Nonproducing State Lease Acreage" within the
              meaning of Attachment "B" of the Global Settlement.  If the
              Lease, or any part thereof, is so designated by the State Mineral
              Board, Buyer shall thereupon assume sole responsibility for the
              completion of the reports required under Attachment "B" with
              respect to the Lease, and the maintenance and retention of any
              records, data, information and documents relating to the affected
              acreage necessary for the completion of such reports.

       (h)    Except as otherwise provided in this Agreement, the Lease is
              subject to the entirety of the Global Settlement, including, but
              not limited to, Section XI of Attachment "C".





                                       14
<PAGE>   20
       (i)    Buyer, its affiliate(s) or subsidiary(ies), shall provide
              separate written notices to Seller's New Orleans Land Manager and
              Comptroller's Department at the mailing address hereinabove set
              forth in Section 2.8(c), within ten (10) days after executing an
              agreement under which an Affiliate of Seller (including, but not
              limited to Texaco Trading and Transportation Inc., Texaco Gas
              Marketing Inc., Texaco Natural Gas Inc. and Bridgeline Gas
              Distribution LLC) or of Buyer becomes a purchaser of Hydrocarbons
              produced from the acreage affected by this Agreement.

       (j)    Seller shall have the right, at its sole option, to calculate and
              pay royalties to the State of Louisiana and any other royalty or
              overriding royalty owner under the terms of the agreements listed
              in Section 2.8(l), herein, attributable to Buyer's interest.  If
              Seller agrees to pay royalty (or overriding royalty under the
              Hankamer Compromise) on Hydrocarbons produced hereunder and if,
              as a result of Buyer's failure to comply with any provision of
              Attachment "C" or Section 2.8(i) hereinabove, Buyer or Seller
              fails to pay, or fails to cause to be paid, royalty due on such
              production in accordance with the terms of Attachment "C" (or the
              overriding royalty under the "Hankamer Compromise"), Buyer shall
              hold harmless and indemnify Seller from and against each and
              every claim and liability, directly and indirectly, for any and
              all damages, penalties, attorneys fees and interest which result
              from the failure to comply.

       (k)    Seller makes no representation with respect to the tax effects or
              implications arising from the fact that the Lease hereunder is
              subject to the Global Settlement.

       (l)    In addition, Buyer agrees upon the execution of this Agreement to
              comply with, and this Agreement shall be specifically subject to,
              the provisions and obligations stated in the following agreements
              (as amended or as may, from time to time, be amended) insofar and
              only insofar as the same relate to the Lease and the Wells:

              1)     State Lease No. 340 dated February 7, 1936, granted by the
                     State of Louisiana to W. T. Burton.  Buyer hereby
                     acknowledges receipt of a copy of  this lease.

              2)     Sublease dated February 15, 1936, executed by W. T. Burton
                     and The Texas Company.  Buyer hereby acknowledges receipt
                     of a copy of the sublease (the "Burton Sublease").

              3)     Compromise Agreement dated effective October 15, 1981,
                     executed by Raymond E. Hankamer et al and Texaco Inc. as
                     amended by Agreement with the overriding royalty owners
                     dated effective March 1, 1995 or otherwise ("Hankamer
                     Compromise").  Buyer hereby acknowledges receipt of a copy
                     of  these agreements.





                                       15
<PAGE>   21
              4)     Agreement with the overriding royalty owners dated
                     February 22, 1994.   Buyer hereby acknowledges receipt of
                     a copy of  this agreement.

       (m)    Buyer acknowledges that it is aware that the Assets are subject
              to certain overriding royalties (in addition to lessor's retained
              royalty) which burden the Lease.  Seller has completed
              negotiations with certain  overriding royalty owners and is
              currently engaged in negotiations with other overriding royalty
              owners in regard to the method of calculating their overriding
              royalty required by the Hankamer Compromise. This Agreement shall
              be subject to the provisions of any agreement reached by Seller
              with these overriding royalty owners.  Seller hereby agrees to
              provide Buyer with copies of those agreements affecting the
              payment of royalties on acreage subject to this Agreement, which
              have been entered into with the royalty owners (provided Seller
              is not contractually restricted from providing such agreements),
              and also to provide Buyer with any future agreements affecting
              the payment of royalties on acreage subject to this Agreement,
              entered into between Seller and the royalty owners, provided
              Seller is not contractually restricted from providing such
              agreements.

       (n)    Notwithstanding the above, Buyer shall provide Seller written
              notice within forty-eight (48) hours (exclusive of Saturday,
              Sunday and Federal holidays) after the occurrence of a Force
              Majeure event or a Potential Suspending Event as specified in
              Subsection 2.8(c) above.  Buyer agrees that Seller, in Seller's
              sole discretion, shall have the right in cooperation with Buyer
              to handle the communication, docketing and/or presentation to the
              SMB of the Force Majeure or Potential Suspending Event .

       (o)    Without limiting in any way Seller's rights to inspect pursuant
              to any other contractual relationship between Seller and Buyer,
              upon notice to Buyer, Seller shall have access to the Assets for
              the express purpose of visually inspecting the Assets for
              verification that Buyer is complying with all contractual
              obligations.

       2.9    SALT WATER OR PRODUCED WATER DISCHARGES

              (a)    This Agreement is made subject to that certain Consent
       Judgment between the Sierra Club and Seller, dated September 3, 1992,
       and the Amendment to Consent Judgment, filed July 21, 1994 (hereinafter
       jointly referred to as "Consent Judgment"). Buyer hereby acknowledges
       receipt of a copy of the Consent Judgment.  From and after the Effective
       Date, Buyer, its successors and assigns, hereby agree to comply with and
       assume all obligations arising under or in connection with the Consent
       Judgment as it pertains to the Assets.

              (b)    Buyer, its successors and assigns, hereby agree to notify
       Seller of any and all amendments or revisions to the Consent Judgment
       pertaining to the Assets and to provide Seller with a copy of any and
       all such amendments or revisions within five (5) days.





                                       16
<PAGE>   22
              (c)    Currently there is produced water injection taking place
       at West Cote Blanche Bay Field.  Buyer will continue to inject produced
       water only into zones approved by the Department of Conservation for the
       State of Louisiana until other disposal operations are approved by the
       State of Louisiana.


                                   PART THREE

                         REPRESENTATIONS AND WARRANTIES

       3.1    SELLER.   Seller represents and warrants to Buyer that, as of the
First Closing Date:

              (a)    Seller is a corporation duly organized, validly existing
       and in good standing under the laws of the State of Delaware and is duly
       qualified to carry on its business in all jurisdictions in which the
       Assets are located.

              (b)    Seller has the corporate power and authority to enter into
       and perform this Agreement and to consummate the Contemplated
       Transactions.  The execution, delivery and performance of this Agreement
       by Seller, and the Contemplated Transactions have been duly authorized
       by all requisite corporate action, and do not violate (i) any provision
       of the articles of incorporation or bylaws of Seller, (ii) any material
       agreement or instrument to which Seller is a party or by which Seller is
       bound, (iii) any judgment, order, ruling or decree applicable to Seller
       as a party in interest, or (iv) to the best of Seller's knowledge after
       diligent inquiry, any law, rule or regulation applicable to Seller or
       the Assets.

              (c)    This Agreement constitutes a legal, valid and binding
       obligation of Seller,

              (d)    There are no bankruptcy, reorganization or receivership
       proceedings pending, being contemplated by, or to the actual knowledge
       of Seller, threatened against Seller.

              (e)    Seller has not incurred any liability, contingent or
       otherwise, for brokers' or finders' fees relating to the Contemplated
       Transactions.

              (f)    Seller is not a non-resident, alien, foreign corporation,
       foreign partnership, or foreign estate (as those terms are defined in
       the Code and in the regulations promulgated thereunder).

              (g)    There are no material gas imbalances which exist in and
       with respect to the Assets.





                                       17
<PAGE>   23
              Seller shall use all reasonable efforts to assure that the
       warranties and representations herein contained are true and correct as
       of the First Closing Date and the Second Closing Date and will give
       prompt written notice to Buyer after the execution of this Agreement of
       any matter which affects any warranty or representation herein contained
       or which renders such warranty or representation untrue.

       3.2    BUYER.   Buyer represents and warrants to Seller that, as of the
First Closing Date:

              (a)    Buyer is a corporation duly organized, validly existing,
       under the laws of the State of Oklahoma, and is duly qualified to carry
       on its business in all jurisdictions in which the Assets are located.

              (b)    Buyer has the corporate power and authority to enter into
       and perform this Agreement and to consummate the Contemplated
       Transactions.  The delivery and performance of this Agreement by Buyer
       and the Contemplated Transactions have been duly authorized by all
       requisite corporate action, and do not violate (i) any material
       agreement or instrument to which Buyer is a party or by which Buyer is
       bound, (ii) any judgment, order, ruling or decree applicable to Buyer as
       a party in interest, or (iii) to the best of Buyer's knowledge after
       diligent inquiry, any law, rule or regulation applicable to Buyer.

              (c)    This Agreement constitutes a legal, valid and binding
       obligation of Buyer, enforceable against Buyer in accordance with its
       terms, except that such enforcement may be subject to (i) bankruptcy,
       insolvency, reorganization or other similar laws, now or hereafter in
       effect, affecting the enforcement of creditors' rights generally, and
       (ii) general principles of equity (regardless of whether enforcement is
       considered in a proceeding in equity or at law).

              (d)    There are no bankruptcy, reorganization or receivership
       proceedings pending, being contemplated by, or to the actual knowledge
       of Buyer, threatened against Buyer.

              (e)    Buyer is an experienced and knowledgeable investor and
       operator in the oil and gas business.

              (f)    Buyer has not incurred any liability, contingent or
       otherwise, for brokers' or finders' fees relating to the transactions
       contemplated by this Agreement.

              Buyer shall use all reasonable efforts to assure that the
       warranties and representations herein contained are true and correct as
       of the First Closing Date and the Second Closing Date and will give
       prompt written notice to Seller after the execution of this Agreement of
       any matter which affects any warranty or representation herein contained
       or which renders such warranty or representation untrue.





                                       18
<PAGE>   24
       3.3    NO OTHER REPRESENTATIONS AND WARRANTIES.  There are no
warranties, representations, or implied covenants between the Parties except
the matters expressly provided for in this Agreement.


                                   PART FOUR

                                   COVENANTS

       4.1    COVENANTS OF SELLER. Seller covenants with the Buyer as follows:

              (a)    Except as may be expressly permitted by this Agreement or
       set forth in any Exhibit hereto, from and after the First Closing Date
       through the earlier of the Termination Date and the Second Closing Date,
       Seller shall use its reasonable efforts to achieve the Contemplated
       Transactions.  Without limiting the generality of the foregoing, Seller
       shall not:

                     (i)    prosecute, or cause to be prosecuted, the Texaco
              Recoupment Motion; provided, however, Seller may take any steps
              requested by the Bankruptcy Court;

                     (ii)   amend, modify or terminate in any manner the CAOA
              without Buyer's consent;

                     (iii)  seek relief of any type under section 365 of the
              Bankruptcy Code with respect to the CAOA or any other executory
              contract related to WCBB or otherwise seek judicial determination
              or declaration as to any of its rights under the CAOA or any such
              other putative executory contract;

                     (iv)   seek relief from the automatic stay, or any similar
              relief, with respect to WCBB other than requested relief
              currently pending;

                     (v)    seek the appointment of a trustee in the Case;

                     (vi)   seek adequate protection of any type under section
              361 of the Bankruptcy Code with respect to its interests in WCBB
              other than requested relief currently pending;

                     (vii)  seek the conversion of the Case to a case under
              chapter 7 of the Bankruptcy Code;

                     (viii) seek the dismissal of the Case;

                     (ix)   act to oppose the extension of, or to limit or
              terminate, the exclusive time for WRT to file its Plan and
              solicit acceptances to that Plan unless





                                       19
<PAGE>   25
              Buyer shall also be opposing the extension of, or seeking to
              limit or terminate, such exclusivity period; or

                     (x)    propose or otherwise support any plan of
              reorganization for WRT other than the Plan.

              (b)    From and after the First Closing Date, Seller shall, in
       the event Seller receives any Distributions on or after the First
       Closing Date, accept the same as Buyer's agent and shall hold all such
       Distributions in trust on behalf of and for the sole benefit of Buyer,
       and shall promptly deliver all such Distributions to Buyer in the same
       form received (free of any withholding, set-off, claim or deduction of
       any kind).

              (c)    If requested, Seller shall execute a notice of transfer of
       the Claim pursuant to Fed. R. Bankr. P. Rule 3001, and Seller agrees (i)
       to waive any notice or hearing requirements under Rule 3001, and (ii)
       that an order may be entered by the Bankruptcy Court recognizing the
       assignment of the Claim as an unconditional assignment and Buyer as the
       valid owner of the Claim.

              (d)    Seller covenants and agrees that no later than close of
       business on March 12, 1997, it shall file or cause to have filed with
       the State Mineral Board for the State of Louisiana, for approval by the
       State Mineral Board, the following documents, in sufficient number of
       originals as may be required to comply with the rules and requirements
       of the State Mineral Board, together with such transmittal letters and
       required forms as are required to be submitted therewith:

                     (i)    fully executed Assignment, Conveyance and Bill of
              Sale substantially in the form of Exhibit "B-1" hereto;

                     (ii)   fully executed Assignment, Conveyance and Bill of
              Sale substantially in the form of Exhibit "B-2" hereto; and

                     (iii)  a fully executed sale and assignment from WRT, as
              reorganized under the Plan, to Buyer covering the Buyer's
              Leasehold, which sale and assignment shall be substantially
              similar in form to Exhibit "B-2" hereto except for a change in
              the parties named therein to be WRT, as reorganized under the
              Plan, as seller thereunder, and Buyer, as purchaser thereunder.

       4.2    COVENANTS OF BUYER.  Buyer covenants with Seller as follows:

              (a)    As of the Effective Date, Buyer shall be responsible for
       the payment of all necessary and reasonable capital costs, taxes,
       expenses and Burdens incurred against and/or applicable to the operation
       and use of the Assets after the Effective Date, whether invoiced or not.
       All production of  Hydrocarbons from the Assets occurring after the
       Effective Date and all proceeds from or attributable thereto shall be
       the property of and belong to Buyer as of the Effective Date.





                                       20
<PAGE>   26
              (b)    Buyer agrees that, within thirty (30) days after the First
       Closing, it will remove or cause to be removed the names and marks used
       by Seller and all variations and derivatives thereof and logos relating
       thereto from the Assets and will not thereafter make any use whatsoever
       of such names, marks and logos.

              (c)    Buyer hereby covenants that it will use all reasonable
       efforts to comply with all Applicable Laws in its ownership and
       operation of the Assets.  Buyer specifically covenants that it will
       comply with all Applicable Laws with respect to (i) all exploration,
       drilling, production, plugging and abandonment procedures and
       operations, and (ii) the control, regulation and prevention of
       pollution, including, but not limited to, saltwater discharge and
       contamination.

              (d)    Buyer shall at First Closing provide security to Seller in
       accordance with the terms and conditions of the Escrow Agreement and the
       Security Agreement.

              (e)    From and after the First Closing Date through the earlier
       of the Termination Date and the Second Closing Date, Buyer shall use its
       reasonable efforts diligently and in good faith to comply with and abide
       by the provisions of the Commitment Agreement, as the same relates to
       this Agreement.

              (f)    From and after the First Closing Date through the earlier
       of the Termination Date and the Second Closing Date, Buyer shall not
       seek to amend or modify, or cause to be amended or modified, the Plan,
       as the same relates to this Agreement, without first obtaining the
       written consent of the Seller.

              (g)    Promptly following the First Closing Date, Buyer shall
       file with the Bankruptcy Court, pursuant to Fed. R. Bankr. P. Rule
       3001(e), that DLB is the proper owner of the Claim.

              (h)    From and after the First Closing, Buyer shall not
       voluntarily convey, assign or otherwise transfer, in whole or in part,
       its 50% interest in WCBB to another party other than WRT pursuant to the
       Commitment Agreement and related transfer documents, without first
       obtaining the written consent of the Seller (which will not be
       unreasonably withheld).

              (i)    To the extent Seller holds liens or security interests
       securing the Claim and also securing postpetition obligations to Seller
       arising out of WCBB or otherwise, Seller and Buyer shall cooperate in
       the enforcement of such liens and security interests and Seller shall
       have the first and prior right to all rents, profits, revenues, and
       proceeds of such security interests to the extent necessary to satisfy
       all Seller's postpetition obligations from WRT and its successors and
       assigns, including enforcement fees and expenses.





                                       21
<PAGE>   27
              (j)    Buyer agrees and covenants that it will not encumber in
       any way, any of the collateral granted to Seller (except the security
       interest provided for in favor of Seller in this Agreement without the
       prior written consent of Seller, from the First Closing until the
       transfer to WRT, as reorganized under the Plan (the "Gap Period").  If
       any inferior liens or encumbrances arise during that Gap Period, Buyer
       agrees to eliminate said liens and encumbrances prior to the transfer to
       WRT, as reorganized under the Plan, so that the property transferred to
       WRT, as reorganized, is encumbered solely by the liens and security
       interest granted in favor of Seller as provided for in this Agreement.


                                   PART FIVE

                             ACCESS TO INFORMATION

       5.1    FILES. Prior to the First Closing, Seller shall permit Buyer and
its representatives at reasonable times during normal business hours to
examine, in Sellers' offices at their actual location, ownership maps, lease
files, assignments, division orders, check vouchers payout statements and
agreements pertaining to the Assets insofar as the same may now be in existence
and in the possession of Seller. Nothing in this paragraph shall constitute a
waiver of attorney/client privilege or attorney work product.

       5.2    OTHER FILES.  Prior to the First Closing, Seller shall make
available to Buyer for inspection by Buyer at reasonable times during normal
business hours at their actual location, all production and engineering books,
records and data in possession of Seller which are directly related to the
Assets, and all other files, records, and data pertaining to the Assets, except
such records or data which Seller is prevented by contractual obligations with
third parties from disclosing and as to which, where requested by Buyer, after
reasonable efforts, a waiver of such contractual obligation cannot be secured.

       5.3    CONFIDENTIAL DATA.   Nothing in 5.1 or 5.2 above shall require
Seller to furnish any confidential data.


                                    PART SIX

                              ON- SITE INSPECTIONS

       6.1    ON-SITE INSPECTIONS.  Prior to the First Closing, and subject to
any necessary third-party operator approval, Seller shall permit Buyer and its
representatives at reasonable times and at their own risk, cost and expense, to
conduct reasonable inspections of the Assets; and to undertake an examination
of the environmental condition  of the Assets (including without limitation a
Phase II assessment of the Assets); provided, however, Buyer shall repair any
damage to the Assets resulting from such inspections and BUYER DOES HEREBY
INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL LOSSES, COSTS,
DAMAGES, OBLIGATIONS, CLAIMS, LIABILITIES, EXPENSES





                                       22
<PAGE>   28
(INCLUDING COURT COSTS AND ATTORNEYS' FEES), OR CAUSES OF ACTION ARISING FROM
BUYER'S INSPECTION AND OBSERVATION OF THE ASSETS, INCLUDING, WITHOUT
LIMITATION, CLAIMS FOR PERSONAL INJURIES OR DEATH OF EMPLOYEES OF THE BUYER,
ITS CONTRACTORS, AGENTS, CONSULTANTS AND REPRESENTATIVES, AND PROPERTY DAMAGES,
OR EMPLOYEES OF SELLER, ITS CONTRACTORS, AGENTS, CONSULTANTS AND
REPRESENTATIVES OR THIRD PARTIES, EXCEPT TO THE EXTENT SUCH LOSSES RESULT FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ITS REPRESENTATIVES,
AGENTS OR EMPLOYEES.

                                  PART SEVEN

                            CONDITIONS TO CLOSING


       7.1    SELLER'S CLOSING CONDITIONS.  The obligations of Seller to
consummate the Contemplated Transactions shall be subject to the satisfaction
of or waiver by Seller:

              (a)    with respect to the First Closing, on or before the First
       Closing Date, each of the following conditions:

                     (i)    the execution, delivery, and performance of this
              Agreement, the Assignment, Conveyance and Bill of Sale
              substantially in the form of Exhibit "B-1" hereto, the Escrow
              Agreement substantially in the form of Exhibit "C-1" and the
              Security Agreement substantially in the form of Exhibit "C-2",
              and any other documents or agreements to be executed, delivered
              and performed by Seller in furtherance of the Contemplated
              Transactions, and the execution and delivery of the Assignment,
              Conveyance and Bill of Sale substantially in the form of Exhibit
              "B-2" hereto shall have been duly and validly authorized by all
              necessary corporate action, including approval or concurrence by
              Texaco Inc.'s executive management and Board of Directors, on the
              part of Seller;

                     (ii)   as of the First Closing Date, no suit, action or
              other proceeding (excluding any such matter initiated by Seller)
              shall be pending or threatened before any court or governmental
              agency seeking to restrain Seller or prohibit closing of any of
              the Contemplated Transactions to be completed as of the First
              Closing or seeking damages against Seller as a result of the
              consummation of this Agreement or any of the Contemplated
              Transactions to be completed as of the First Closing;

                     (iii)  all representations and warranties of Buyer
              contained in this Agreement shall be true and correct in all
              material respects at and as of the First Closing as though such
              representations and warranties were made at and as of such time;
              and





                                       23
<PAGE>   29
                     (iv)   Buyer shall have complied in all material respects
              with all agreements and conditions in this Agreement to be
              performed or complied with by Buyer on or prior to the First
              Closing.

              (b)    with respect to the Second Closing, on or before the
       Second Closing Date, each of the following conditions:

                     (i)    the performance of the Assignment, Conveyance and
              Bill of Sale substantially in the form of Exhibit "B-2" hereto
              shall have been duly and validly authorized by all necessary
              corporate action, including approval or concurrence of Texaco
              Inc.'s executive management and Board of Directors, on the part
              of Seller;

                     (ii)   as of the Second Closing Date, no suit, action or
              other proceeding (excluding any matter initiated by Seller) shall
              be pending or threatened before any court or governmental agency
              seeking to restrain Seller or prohibit the Second Closing or
              seeking damages against Seller as a result of the consummation of
              this Agreement or any of the Contemplated Transactions;

                     (iii)  the Bankruptcy Court in the voluntary proceeding
              commenced on February 14, 1996 by WRT under Chapter 11 of the
              Bankruptcy Code, shall have confirmed the Plan and such order of
              confirmation shall be final or, if not final, execution thereof
              shall not be subject to a stay of execution;

                     (iv)   all other conditions to consummation of the Plan,
              as set forth in Section 32.2 thereof, shall have been satisfied
              or waived;

                     (v)    Buyer shall have executed in favor of Seller the
              East Hackberry Letter Agreement;

                     (vi)   Buyer shall have complied in all material respects
              with all agreements and conditions of this Agreement to be
              performed or complied with by Buyer on or prior to the Second
              Closing, including performance of the Commitment Agreement; and

                     (vii)  all representations and warranties of Buyer
              contained in this Agreement shall be true and correct in all
              material respects at and as of the Second Closing as though such
              representations and warranties were made as of such time.

       7.2    BUYER'S CLOSING CONDITIONS.  The obligations of Buyer to
consummate the Contemplated Transactions shall be subject to the satisfaction
of or waiver by Buyer:

              (a)    with respect to the First Closing, on or before the First
       Closing Date, each of the following conditions:





                                       24
<PAGE>   30
                     (i)    the execution, delivery, and performance of this
              Agreement, the Assignment, Conveyance and Bill of Sale
              substantially in the form of Exhibit "B-1" hereto, the Escrow
              Agreement substantially in the form of Exhibit "C-1" and the
              Security Agreement substantially in the form of Exhibit "C-2",
              and any other documents or agreements to be executed, delivered
              and performed by Buyer in furtherance of the Contemplated
              Transactions and the execution and delivery of the Assignment,
              Conveyance and Bill of Sale substantially in the form of Exhibit
              "B-2" hereto shall have been duly and validly authorized by all
              necessary corporate action, on the part of Buyer;

                     (ii)   as of the First Closing Date, no suit, action or
              other proceeding (excluding any such matter initiated by Buyer)
              shall be pending or threatened before any court or governmental
              agency seeking to restrain Buyer or prohibit closing of any of
              the Contemplated Transactions or seeking damages against Buyer as
              a result of the consummation of this Agreement or any of the
              Contemplated Transactions;

                     (iii)  all representations and warranties of Seller
              contained in this Agreement shall be true and correct in all
              material respects at and as of the First Closing as though such
              representations and warranties were made at and as of such time;

                     (iv)   Seller shall have complied in all material respects
              with all agreements and conditions in this Agreement to be
              performed or complied with by Seller on or prior to the First
              Closing;

                     (v)    the written consent of WRT to the designation of
              Buyer as operator of the Assets, and to any subsequent
              designation by Buyer of an operator of the Assets, for all
              purposes, including without limitation, under and pursuant to the
              CAOA, shall have been received by Buyer; and

                     (vi)   the written waiver by WRT of any preferential
              rights of purchase WRT may have in and to the Assets shall have
              been received by Buyer.

              (b)  with respect to the Second Closing, on or before the Second
       Closing Date, each of the following conditions:

                     (i)    the performance of the Assignment, Conveyance and
              Bill of Sale substantially in the form of Exhibit "B-2" hereto
              shall have been duly and validly authorized by all necessary
              corporate action on the part of Buyer;

                     (ii)   as of the Second Closing Date, no suit, action or
              other proceeding (excluding any matter initiated by Seller) shall
              be pending or threatened before any court or governmental agency
              seeking to restrain Seller or prohibit the Second





                                       25
<PAGE>   31
              Closing or seeking damages against Seller as a result of the
              consummation of this Agreement or any of the Contemplated
              Transactions;

                     (iii)  the Bankruptcy Court in the voluntary proceeding
              commenced on February 14, 1996 by WRT under Chapter 11 of the
              Bankruptcy Code, shall have confirmed the Plan and such order of
              confirmation shall be final, or, if not final, execution thereof
              shall not be subject to a stay of execution and the failure of
              any such condition is not the fault of Buyer;

                     (iv)   all other conditions to consummation of the Plan,
              as set forth in Section 32.2 thereof, shall have been satisfied
              or waived and the failure of any such condition is not the fault
              of Buyer;

                     (v)    all representations and warranties of Seller
              contained in this Agreement shall be true and correct in all
              material respects at and as of the Second Closing as though such
              representations and warranties were made as of such time; and

                     (vi)   Seller shall have complied in all material respects
              with all agreements and conditions in this Agreement to be
              performed or complied with by Seller on or prior to the Second
              Closing.


                                   PART EIGHT

                            FIRST AND SECOND CLOSING

       8.1    CLOSING.      The First Closing shall be held at the offices of
Texaco Exploration and Production Inc., 400 Poydras St., New Orleans,
Louisiana, on the First Closing Date or at such other date or place as the
parties may agree in writing.  The Second Closing shall be held at the offices
of Schulte, Roth & Zabel LLP, 900 Third Avenue, New York, New York  10022 on
the Second Closing Date or at such other date or place as the parties may agree
in unity.

       8.2    TRANSACTIONS AT FIRST CLOSING.

              (a)    At First Closing, except to the extent comprising the
       Excluded Assets, Seller shall deliver (duly executed and acknowledged as
       required) to Buyer the following:

                     (i)    the Assignment, Conveyance and Bill of Sale,
              substantially in the form attached hereto as Exhibit "B-1", and
              such other documents as may be reasonably necessary to convey
              Seller's interest in the Assets to Buyer, in accordance with the
              provisions hereof;

                     (ii)   all appropriate regulatory documents required for
              change of operator to be executed by Buyer;





                                       26
<PAGE>   32
                     (iii)  exclusive possession of the Assets;

                     (iv)   the Shorebase Service Agreement attached hereto as
              Exhibit "G";

                     (v)    the amounts, if any, due by Seller to Buyer as set
              forth in the Preliminary Recap by wire transfer in immediately
              available funds to the account designated by Buyer;

                     (vi)   the Gas Purchase Contracts attached hereto as
              Exhibits "E-1" and "E-2";

                     (vii)  the Receipt attached hereto as Exhibit "J";

                     (viii)  the Contract Operating Agreement attached hereto
              as Exhibit "F"; and

                     (ix)   such other documents as are reasonably requested by
              Buyer.

              (b)    At First Closing, Buyer shall deliver (duly executed and
acknowledged as required) to Seller the following:

                     (i)    the Purchase Price for the Assets and the payment
              for the Claim in the amount set forth in Section 2.2 by wire
              transfer in immediately available funds to the account or
              accounts designated by Seller;

                     (ii)   the Escrow Agreement attached as Exhibit "C-1"
              hereto;

                     (iii)  The Security Agreement attached as Exhibit "C-2"
              hereto;

                     (iv)   the Gas Purchase Contracts attached hereto as
              Exhibits  "E-1" and "E-2";

                     (v)    a copy of the insurance binder naming Seller as an
              additional insured, together with proof of insurance, attached
              hereto as Exhibit "L";

                     (vi)   the Contract Operating Agreement attached hereto as
              Exhibit "F" ;

                     (vii)  evidence that the initial deposit under the Escrow
              Agreement has been made in accordance with the terms of the
              Escrow Agreement; and

                     (viii) such other documents as are reasonably requested by
              Seller.





                                       27
<PAGE>   33
              (c)    All events of the First Closing shall each be deemed to
       have occurred simultaneously with one another, regardless of when
       actually occurring, and each shall be a condition precedent to all
       others.

       8.3    TRANSACTIONS AT SECOND CLOSING.  At the Second Closing, Buyer
shall deliver (duly executed and acknowledged as required) to Seller the
following:

              (a)    the East Hackberry Letter Agreement attached hereto as
       Exhibit "M";

              (b)    recordation of the Assignment, Conveyance and Bill of Sale
       attached hereto as Exhibit "B-2";

              (c)    exclusive possession of the Buyer's Leasehold, including
       without limitation Buyer's interests, if any, in the Excluded Assets
       obtained by Buyer pursuant to the Commitment Agreement (which shall be
       at no additional cost to Seller); and

              (d)    Assignment and Assumption Agreement substantially in the
       form attached hereto as Exhibit "N."

       All events of the Second Closing shall each be deemed to have occurred
simultaneously with one another, regardless of when actually occurring, and
each shall be a condition precedent to all others.

       8.4    SUBSEQUENT TO FIRST CLOSING.  After First Closing, Seller and
Buyer agree to do the following:

              (a)    With the exception of those items constituting Excluded
       Assets, copies of the Non-Excluded Material shall be shipped to Buyer
       within sixty (60) days after First Closing. Buyer shall designate the
       method of shipment and the carrier far enough in advance to allow for
       timely shipment and will be solely responsible for the cost and expense
       of reproduction costs and shipment and for any Losses occurring as a
       result of such shipment.

              (b)    As far as is necessary Seller shall execute, acknowledge
       and deliver transfer orders or letters in lieu prepared by Buyer
       directing all purchasers of production to make payments to Buyer of
       proceeds attributable to production from the Assets within sixty (60)
       days after First Closing.

              (c)    Within one hundred fifty (150) days after the First
       Closing Date, Seller shall provide to Buyer, for Buyer's concurrence, a
       final recapitulation settlement ("Final Recap") to account for all
       production proceeds received by Seller and all necessary and reasonable
       capital costs, overhead costs, severance taxes or other taxes measured
       by production, ad valorem taxes and including prorated estimates of ad
       valorem taxes in the absence of actuals, expenses and royalties paid by
       Seller attributable to the Assets as of the Effective Date.  Buyer shall
       have the right, within sixty (60) days after receipt of the Final Recap,
       to audit and either (i) accept the Final Recap or (ii) take exceptions
       to the





                                       28
<PAGE>   34
       Final Recap.  Any disagreements shall be resolved on a best efforts and
       good faith basis by Seller and Buyer, and any such disagreements which
       cannot be so resolved shall be subject to dispute resolution pursuant to
       Section 11.15.

              (d)    Payment of any amounts owed under the Final Recap is due
       within thirty (30) days of receipt of Buyer's notice of acceptance of
       the Final Recap, or within thirty (30) days of resolution of any
       exceptions to the Final Recap, whichever is later.  After the expiration
       of the thirty (30) day period, interest will be applied to the balance
       due at the rate of 9% per annum, simple.

              (e)    Each Party shall provide reasonable access to all relevant
       documents, data and other information which may be required by the other
       Party for the purpose of preparing tax returns and responding to any
       audit by any Governmental Body.  Each Party shall cooperate with all
       reasonable requests of the other Party made in connection with
       contesting the imposition of taxes.  Notwithstanding anything to the
       contrary in this Agreement, neither Party shall be required at any time
       to disclose to the other Party any tax returns or other confidential tax
       information.

              (f)    Within one year after the First Closing Date, Seller and
       Buyer may, at its own expense and by appointment only, audit the other
       party's books, accounts and records relating to such production
       proceeds, capital costs, overhead costs, taxes, expenses and royalties
       relating to this transaction; provided, however, Buyer's right to audit
       the books, accounts and records of Seller shall not terminate one year
       after the First Closing Date with respect to those matters, if any,
       undertaken by Seller pursuant to Section 2.8 of this Agreement
       (including, without limitation, reporting under Attachment "B" of the
       Global Settlement, the calculation and payment of Burdens and the making
       of appearances before the SMB).  Any such audits shall be conducted so
       as to cause a minimum of inconvenience to the audited party.

              (g)    Following each of the First Closing and the Second
       Closing, Seller and Buyer agree to take such further actions and to
       execute, acknowledge and deliver all such further documents as are
       necessary or useful in carrying out the purposes of this Agreement or of
       any document delivered pursuant hereto.

       8.5    UNWIND OF THE CONTEMPLATED TRANSACTIONS.

              (a)    If the Parties mutually agree that the SMB will not
       approve the assignment of the Assets by Seller to Buyer, pursuant to the
       terms of the Assignment, Conveyance and Bill of Sale executed by Seller
       and Buyer substantially in the form of Exhibit B-1 hereto, without any
       material adverse conditions or changes, the Parties may unwind the
       Contemplated Transactions, including, without limitation, the purchase
       of the Assets and the transfer of the Buyer's Leasehold.  For purposes
       of this Section 8.5, a material adverse condition or change ("Material
       Change") is one which (i) exceeds one million dollars in value or (ii)
       requires the Buyer to accept or perform an unreasonable term or
       condition.





                                       29
<PAGE>   35
       A Party wishing to so unwind the Contemplated Transactions shall give
       written notice thereof to the other Party.  The Parties shall then use
       reasonable best efforts to determine whether a Material Change has
       occurred. If the Parties are unable to so agree, the matter shall be
       resolved pursuant to the dispute resolution procedures outlined in
       Exhibit D hereto.  The unwinding of the Contemplated Transactions shall
       occur thirty (30) Business Days following the determination that a
       Material Change has occurred, at the offices of Buyer, or at such other
       date or place as the Parties may agree in writing.

              (b)  Upon the determination that a Material Change has occurred
       (pursuant to and in accordance with the terms and provisions of this
       Section 8.5), Buyer and Seller agree to take such actions and to execute
       such documents and agreements as reasonably necessary to place the
       Parties in the respective positions they would have been had this
       Agreement not been entered into and the Contemplated Transactions, or
       any part thereof, not been consummated.

              (c)    Upon completion of the unwinding of the Contemplated
       Transactions, this Agreement shall terminate and be void and without
       further effect whatsoever, and neither Buyer nor Seller shall have any
       further rights or duties to the other hereunder.


                                   PART NINE

                      DISCLAIMER, ASSUMPTION AND INDEMNITY

              9.1    DISCLAIMER/ASSUMPTION OF RISK.

              (a)     IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES HERETO THAT
       SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
       IMPLIED, AS TO TITLE OR THE CONDITION OR STATE OF REPAIR OF THE ASSETS,
       THEIR VALUE, QUALITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY
       USES OR PURPOSES, NOR AS TO THE CURRENT VOLUME, NATURE, QUALITY,
       CLASSIFICATION, OR VALUE OF THE OIL, GAS OR OTHER MINERAL RESERVES
       THEREUNDER OR COVERED THEREBY, NOR WITH RESPECT TO ANY APPURTENANCES
       THERETO BELONGING OR IN ANY WISE APPERTAINING TO SAID ASSETS, OR
       OTHERWISE.  Seller has advised Buyer and Buyer has acknowledged that
       certain spills of oil and chemicals from oil and gas exploration,
       development, or production (regulated or under the jurisdiction of the
       applicable Governmental Body) have occurred, or may have occurred, upon
       the Assets, which could have resulted in contamination of the soil,
       water, ground water, or improvements on the Assets.  Furthermore, Seller
       has cautioned Buyer to thoroughly examine and inspect the Assets for any
       such conditions or violations and generally as to the condition of the
       Assets and its improvements, including a recommendation by Seller to
       Buyer that Buyer engage an environmental consulting firm to make an
       environmental survey of the Assets, and Buyer hereby acknowledges such
       obligations and assumes all liabilities associated therewith.





                                       30
<PAGE>   36
              (b)    Further, Buyer certifies that the Assets (including, but
       not limited to, any oil, gas or other mineral reserves underlying the
       Assets) have been, or will be prior to First Closing, carefully
       inspected by Buyer, that Buyer is, or will be prior to First Closing,
       familiar with their condition and value thereof, and the improvements
       and appurtenances (including electric wiring and machinery installed
       thereon) located on the Assets, inclusive of any Hydrocarbons, other
       soil contaminants or waste substances, whether similar or dissimilar,
       that may be present in the soil, water and groundwater, that Buyer has
       engaged, or will engage prior to First Closing, such contractors or
       consultants as Buyer deems prudent for tests and surveys of the soil,
       water, groundwater, Wells and Equipment, and improvements on the Assets,
       and that Buyer assumes any and all obligations, risks and liabilities
       associated therewith.  Buyer acknowledges that the Assets have been or
       may have been used in connection with oil, gas and other mineral
       exploration, development and operations, as well as with respect to
       processing and refining operations, and, as such, equipment,
       appurtenances, processing and other facilities, plants, buildings,
       structures, improvements, abandoned and other tanks and piping
       (including above ground and underground tanks and piping), storage
       facilities, gathering and distribution lines, wells and other petroleum
       production facilities and appurtenances which have not been excepted and
       excluded from this conveyance may be located thereon.  Buyer further
       accepts the Assets (including, but not limited to, any oil, gas or other
       minerals and/or mineral reserves underlying said Assets) AS IS, WHERE
       IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND WITHOUT ANY
       REPRESENTATIONS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, AS TO
       THEIR TITLE, VALUE, QUALITY, MERCHANTABILITY, OR THEIR SUITABILITY OR
       FITNESS FOR BUYER'S INTENDED USE, OR FOR ANY USES OR PURPOSES
       WHATSOEVER, OR THAT THE ASSETS HAVE BEEN RENDERED FREE FROM ANY DEFECTS,
       HAZARDS, OR DANGEROUS CONDITIONS.

              (c)    Without limiting the generality of the foregoing, but in
       furtherance of same, Buyer accepts the Assets in their "AS IS, WHERE IS"
       condition.  SELLER DISCLAIMS ANY AND ALL LIABILITY ARISING IN CONNECTION
       WITH ANY ENVIRONMENTAL MATTERS INCLUDING, WITHOUT LIMITATION, ANY
       PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM) ON THE
       ASSETS.  IN ADDITION, THERE ARE NO WARRANTIES OR REPRESENTATIONS,
       EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA,
       INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED IN CONNECTION
       WITH THE ASSETS OR AS TO THE QUALITY OR QUANTITY OF THE HYDROCARBONS AND
       ANY OTHER MINERAL RESERVES, IF ANY, ATTRIBUTABLE TO THE INTEREST
       CONVEYED HEREIN OR THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS OR
       ANY OTHER MINERALS, AND ANY AND ALL DATA, INFORMATION AND MATERIAL
       FURNISHED BY SELLER IS PROVIDED AS A CONVENIENCE ONLY AND ANY RELIANCE
       ON OR USE OF THE SAME IS AT BUYER'S SOLE RISK.





                                       31
<PAGE>   37
              (d) BUYER UNDERSTANDS THAT UNDER ARTICLES 2520 THROUGH 2548 OF
       THE LOUISIANA CIVIL CODE, AS AMENDED, AND OTHER PROVISIONS OF LAW THIS
       SALE WOULD ORDINARILY INCLUDE A WARRANTY, IMPLIED BY LAW , AGAINST
       CERTAIN DEFECTS IN THE SALE CONTEMPLATED HEREUNDER.  BUYER EXPRESSLY
       WAIVES ANY AND ALL SUCH WARRANTIES WITH RESPECT TO ALL DEFECTS, WHETHER
       APPARENT OR LATENT, VISIBLE OR NOT, AND REGARDLESS OF WHETHER BUYER IS
       PRESENTLY AWARE OF SUCH DEFECTS.  THIS WAIVER OF WARRANTY EXTENDS TO ALL
       DEFECTS, EVEN IF THE DEFECT OR DEFECTS RENDER THE PROPERTY ABSOLUTELY
       USELESS, OR SO INCONVENIENT AND IMPERFECT THAT BUYER WOULD NOT HAVE
       PURCHASED THE PROPERTY HAD BUYER KNOWN OF THE DEFECT.  BUYER HAS
       EXAMINED THE PROPERTY THOROUGHLY AND IS FULLY SATISFIED WITH ITS
       CONDITION.  BUYER HAS READ AND UNDERSTANDS THE FOREGOING WAIVER OF THE
       IMPLIED WARRANTY PROVIDED FOR UNDER ARTICLES 2520 THROUGH 2548 OF THE
       LOUISIANA CIVIL CODE, AS AMENDED, THE WAIVER HAS BEEN POINTED OUT AND
       EXPLAINED, AND QUESTIONS OR  DOUBTS BUYER HAS CONCERNING THE SAME HAVE
       BEEN ANSWERED SATISFACTORILY.  SELLER AND BUYER ACKNOWLEDGE AND
       STIPULATE THAT THE SALE PRICE WAS NEGOTIATED AND AGREED  UPON AFTER
       CONSIDERATION OF THE WAIVER OF WARRANTY HEREIN SET FORTH. BUYER AND
       SELLER ACKNOWLEDGE READING; AND UNDERSTANDING OF THE WARRANTY WAIVER
       PROVISIONS CONTAINED IN THIS INSTRUMENT BY THEIR INITIALS:  BUYER:
       ______    SELLER: ________

       9.2    DISCLAIMER/ASSUMPTION OF RISK.

              (a)     IT IS EXPRESSLY UNDERSTOOD BY THE PARTIES HERETO THAT
       BUYER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
       IMPLIED, AS TO TITLE OR THE CONDITION OR STATE OF REPAIR OF THE BUYER'S
       LEASEHOLD, THEIR VALUE, QUALITY, MERCHANTABILITY, SUITABILITY OR FITNESS
       FOR ANY USES OR PURPOSES, NOR AS TO THE CURRENT VOLUME, NATURE, QUALITY,
       CLASSIFICATION, OR VALUE OF THE OIL, GAS OR OTHER MINERAL RESERVES
       THEREUNDER OR COVERED THEREBY, NOR WITH RESPECT TO ANY APPURTENANCES
       THERETO BELONGING OR IN ANY WISE APPERTAINING TO SAID BUYER'S LEASEHOLD,
       OR OTHERWISE.  Buyer has advised Seller and Seller  has acknowledged
       that certain spills of oil and chemicals from oil and gas exploration,
       development, or production (regulated or under the jurisdiction of the
       applicable Governmental Body) have occurred, or may have occurred, upon
       the Buyer's Leasehold, which could have resulted in contamination of the
       soil, water, ground water, or improvements on the Buyer's Leasehold.
       Furthermore, Buyer has cautioned Seller to thoroughly examine and
       inspect the Buyer's Leasehold for any such conditions or violations and
       generally as to the condition of the Buyer's Leasehold and its





                                       32
<PAGE>   38
       improvements, including a recommendation by Buyer to Seller that Seller
       engage an environmental consulting firm to make an environmental survey
       of the Buyer's Leasehold, and Seller hereby acknowledges such
       obligations and assumes all liabilities associated therewith.

              (b)    Further, Seller certifies that the Buyer's Leasehold
       (including, but not limited to, any oil, gas or other mineral reserves
       underlying the Buyer's Leasehold) have been, or will be prior to Second
       Closing, carefully inspected by Seller, that Seller is, or will be prior
       to Second Closing, familiar with their condition and value thereof, and
       the improvements and appurtenances (including electric wiring and
       machinery installed thereon) located on the Buyer's Leasehold, inclusive
       of any Hydrocarbons, other soil contaminants or waste substances,
       whether similar or dissimilar, that may be present in the soil, water
       and groundwater, that Seller has engaged, or will engage prior to Second
       Closing, such contractors or consultants as Seller deems prudent for
       tests and surveys of the soil, water, groundwater, wells and equipment,
       and improvements on the Buyer's Leasehold, and that Seller assumes any
       and all obligations, risks and liabilities associated therewith.  Seller
       acknowledges that the Buyer's Leasehold has been or may have been used
       in connection with oil, gas and other mineral exploration, development
       and operations, as well as with respect to processing and refining
       operations, and, as such, equipment, appurtenances, processing and other
       facilities, plants, buildings, structures, improvements, abandoned and
       other tanks and piping (including above ground and underground tanks and
       piping), storage facilities, gathering and distribution lines, wells and
       other petroleum production facilities and appurtenances which have not
       been excepted and excluded from this conveyance may be located thereon.
       Seller further accepts the Buyer's Leasehold (including, but not limited
       to, any oil, gas or other minerals and/or mineral reserves underlying
       said Buyer's Leasehold) AS IS, WHERE IS, IN THEIR PRESENT CONDITION AND
       STATE OF REPAIR, AND WITHOUT ANY REPRESENTATIONS, GUARANTIES, OR
       WARRANTIES, EXPRESS OR IMPLIED, AS TO THEIR TITLE, VALUE, QUALITY,
       MERCHANTABILITY, OR THEIR SUITABILITY OR FITNESS FOR SELLER'S INTENDED
       USE, OR FOR ANY USES OR PURPOSES WHATSOEVER, OR THAT THE ASSETS HAVE
       BEEN RENDERED FREE FROM ANY DEFECTS, HAZARDS, OR DANGEROUS CONDITIONS.

              (c)    Without limiting the generality of the foregoing, but in
       furtherance of same, Seller accepts the Buyer's Leasehold in their "AS
       IS, WHERE IS" condition.  BUYER DISCLAIMS ANY AND ALL LIABILITY ARISING
       IN CONNECTION WITH ANY ENVIRONMENTAL MATTERS INCLUDING, WITHOUT
       LIMITATION, ANY PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL
       (NORM) ON THE BUYER'S LEASEHOLD.  IN ADDITION, THERE ARE NO WARRANTIES
       OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR
       COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR
       HEREAFTER FURNISHED IN CONNECTION WITH THE BUYER'S LEASEHOLD OR AS TO
       THE QUALITY OR QUANTITY OF THE HYDROCARBONS AND ANY OTHER MINERAL
       RESERVES, IF ANY,





                                       33
<PAGE>   39
       ATTRIBUTABLE TO THE INTEREST CONVEYED HEREIN OR THE ABILITY OF THE
       BUYER'S LEASEHOLD TO PRODUCE HYDROCARBONS OR ANY OTHER MINERALS, AND ANY
       AND ALL DATA, INFORMATION AND MATERIAL FURNISHED BY BUYER IS PROVIDED AS
       A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF THE SAME IS AT SELLER'S
       SOLE RISK.

              (d)    SELLER UNDERSTANDS THAT UNDER ARTICLES 2520 THROUGH 2548 OF
       THE LOUISIANA CIVIL CODE, AS AMENDED, AND OTHER PROVISIONS OF LAW THIS
       SALE WOULD ORDINARILY INCLUDE A WARRANTY, IMPLIED BY LAW , AGAINST
       CERTAIN DEFECTS IN THE SALE CONTEMPLATED HEREUNDER.  SELLER EXPRESSLY
       WAIVES ANY AND ALL SUCH WARRANTIES WITH RESPECT TO ALL DEFECTS, WHETHER
       APPARENT OR LATENT, VISIBLE OR NOT, AND REGARDLESS OF WHETHER SELLER IS
       PRESENTLY AWARE OF SUCH DEFECTS.  THIS WAIVER OF WARRANTY EXTENDS TO ALL
       DEFECTS, EVEN IF THE DEFECT OR DEFECTS RENDER THE PROPERTY ABSOLUTELY
       USELESS, OR SO INCONVENIENT AND IMPERFECT THAT SELLER WOULD NOT HAVE
       PURCHASED THE PROPERTY HAD BUYER KNOWN OF THE DEFECT.  SELLER HAS
       EXAMINED THE PROPERTY THOROUGHLY AND IS FULLY SATISFIED WITH ITS
       CONDITION.  SELLER HAS READ AND UNDERSTANDS THE FOREGOING WAIVER OF THE
       IMPLIED WARRANTY PROVIDED FOR UNDER ARTICLES 2520 THROUGH 2548 OF THE
       LOUISIANA CIVIL CODE, AS AMENDED, THE WAIVER HAS BEEN POINTED OUT AND
       EXPLAINED, AND QUESTIONS OR  DOUBTS SELLER HAS CONCERNING THE SAME HAVE
       BEEN ANSWERED SATISFACTORILY.  BUYER AND SELLER ACKNOWLEDGE AND
       STIPULATE THAT THE SALE PRICE WAS NEGOTIATED AND AGREED  UPON AFTER
       CONSIDERATION OF THE WAIVER OF WARRANTY HEREIN SET FORTH. SELLER AND
       BUYER ACKNOWLEDGE READING AND UNDERSTANDING OF THE WARRANTY WAIVER
       PROVISIONS CONTAINED IN THIS INSTRUMENT BY THEIR INITIALS:  SELLER:
       ______    BUYER: ________

              9.3    INDEMNITY.

              (a)    BUYER FURTHER AGREES, AS PART CONSIDERATION FOR THE SALE
       OF THE ASSETS, TO FULLY DEFEND, PROTECT, INDEMNIFY, HOLD HARMLESS, AND
       RENDER WHOLE SELLER, ITS AFFILIATES AND THE RESPECTIVE DIRECTORS,
       OFFICERS, AGENTS AND EMPLOYEES OF SELLER AND ITS AFFILIATES FROM AND
       AGAINST EACH AND EVERY CLAIM, DEMAND OR CAUSE OF ACTION, AND ANY
       LIABILITY, COST, EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE
       ATTORNEYS' FEES), OR CLAIMS WITH RESPECT TO DAMAGE, INJURY OR LOSS,
       INCLUDING, WITHOUT LIMITATION, PUNITIVE, IN CONNECTION THEREWITH, WHICH
       MAY BE MADE OR ASSERTED BY BUYER, ITS AGENTS, OR SUCCESSORS, OR BY ANY
       THIRD PARTY OR PARTIES (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL
       BODIES) ON ACCOUNT OF OR ARISING OUT OF THE





                                       34
<PAGE>   40
       ASSUMED OBLIGATIONS OR PREFERENTIAL RIGHTS OF PURCHASE RELATING TO THE
       ASSETS OR BUYER'S LEASEHOLD, HOWSOEVER OCCURRING, WHETHER SUCH INJURIES,
       LOSSES, AND LIABILITIES WITH OR WITHOUT FAULT, WERE CAUSED BY BUYER'S
       SOLE NEGLIGENCE, FAULT OR CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OR
       FAULT, SELLER'S CONTRIBUTORY NEGLIGENCE OR FAULT, OR IMPOSED ON SAID
       PARTIES OR OTHERS UNDER ANY THEORY OF STRICT LIABILITY BY OPERATION OF
       LAW OR ANY OTHER THEORY OF LAW; PROVIDED, HOWEVER, THAT BUYER SHALL NOT
       SO INDEMNIFY SELLER FOR ANY LOSS ATTRIBUTABLE TO SELLER'S GROSS
       NEGLIGENCE OR WANTON, WILLFUL OR CRIMINAL ACTS OR OMISSIONS.

              (b)    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUT IN
       FURTHERANCE OF SAME, BUYER EXPRESSLY AGREES TO FULLY AND PROMPTLY PAY,
       PERFORM AND DISCHARGE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS
       AFFILIATES, AND THE RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
       OF SELLER AND ITS AFFILIATES FROM AND AGAINST ANY CLAIM, DEMAND, ACTION
       OR SUIT, LOSS (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), COST,
       DAMAGE, FINE, PENALTY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES)
       RESULTING FROM ANY ENVIRONMENTAL CLAIM ARISING OUT OF ANY OPERATIONS
       CONDUCTED, COMMITMENT MADE OR ANY ACTION TAKEN OR OMITTED BY SELLER AT
       ANY TIME WITH RESPECT TO THE ASSETS (INCLUDING, BUT NOT LIMITED TO,
       BUSINESS OPERATIONS, TRANSACTIONS OR CONDUCT OF THE BUSINESS DIRECTLY OR
       INDIRECTLY RELATED THERETO).

              (c)    EACH PARTY HEREBY AGREES TO INDEMNIFY AND HOLD THE OTHER
       HARMLESS FROM AND AGAINST ANY CLAIM FOR A BROKERAGE OR FINDER'S FEE OR
       COMMISSION IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
       CONTEMPLATED BY THIS AGREEMENT TO THE EXTENT SUCH CLAIM ARISES FROM OR
       IS ATTRIBUTABLE TO THE ACTIONS OF SUCH INDEMNIFYING PARTY, INCLUDING,
       WITHOUT LIMITATION, ANY AND ALL LOSSES, COSTS AND EXPENSES OF ANY KIND
       OR CHARACTER ARISING OUT OF OR INCURRED IN CONNECTION WITH ANY SUCH
       CLAIM OR DEFENDING AGAINST THE SAME.





                                       35
<PAGE>   41
                                    PART TEN

                               SPECIAL PROVISIONS

       10.1    CAPACITY RESERVATIONS.

              (a)    Salt Water Disposal

       Buyer shall handle produced water volumes attributable to Seller's
       interest in West Cote Blanche Bay Field ("WCBB") from the wells operated
       by Seller after the Effective Date, for disposal of up to a maximum
       capacity guarantee of 5,000 Barrels of Water Per Day, through Buyer's
       salt water disposal facility in existence in WCBB as of the First
       Closing Date ("SWDF").  Should the SWDF at any time be temporarily
       limited from full capacity, Buyer shall make available to Seller no more
       than 30% of the SWDF's then available capacity for disposal of produced
       water from such Seller operated wells.  If the condition causing the
       temporary capacity limitations has not been addressed by Buyer with a
       solution, plan or option to restore the diminished system capacity
       within twenty (20) days from when the condition arose, Seller reserves
       the right to purchase the affected SWDF asset(s) at salvage value.
       Should this purchase of the affected SWDF asset occur, Seller will have
       ninety (90) days either to leave the purchased asset in its present
       location but make it exclusive for Seller's use or to remove the
       purchased asset from Buyer's property, at Seller's sole cost and
       expense.  Should the actual volume of produced water attributable to
       Seller's interest in WCBB from such Seller operated wells exceed 5,000
       BWPD, Buyer may, in its sole discretion, but shall not be obligated to
       continue to accept and dispose of such additional volume as long as SWDF
       capacity exists. This capacity reservation by Seller is expressly
       limited to the SWDF and, except as provided herein, shall not apply to
       or burden any expansion of the SWDF or any other or additional salt
       water disposal facilities which may be owned or constructed by Buyer
       after the First Closing Date.

       Seller reserves the right to drill its own wells for salt water disposal
       on the Lease and to install its own salt water disposal facility on the
       Lease at some point in the future; provided that spacing of Seller's
       salt water disposal wells are at least one thousand five hundred (1500)
       feet away from Buyer's existing salt water disposal wells, and provided
       that such reserved rights shall not be exercised in a manner that
       interferes with the surface operations of Buyer on the Lease.  Seller
       shall have the option of connecting its salt water disposal wells or
       equipment into Buyer's SWDF, which option, if exercised, shall not be
       exercised in a manner that interferes with Buyer's use of the SWDF.

       Should Buyer decide to modify, expand or replace a portion or portions
       of the SWDF in order to increase system capacity, Seller shall have the
       option to participate with Buyer and partially fund the project in order
       to increase Seller's maximum capacity guarantee upon terms and
       conditions mutually acceptable to Buyer and Seller.





                                       36
<PAGE>   42
       Reference is made to an agreement dated December 1, 1995 described as
       "Salt Water Disposal Letter Agreement" between Seller and TESLA, the
       then owners of the SWDF, and Benton Oil and Gas Company of Louisiana
       ("BENTON") and Tenneco Ventures Corporation ("TVC") and Tenneco Gas
       Production Corporation ("TGPC") (TVC and TGPC hereinafter collectively
       referred to as TENNECO), working interest owners in WCBB field but
       having no ownership interest in the SWDF.  As described in that
       agreement, each month, the SWDF owners shall bill the owners of each
       well for their respective shares of all charges incurred in the
       operation, maintenance, and repair of the SWDF for the previous month.
       As per the referenced agreement, each owner (of each well) is charged a
       percentage of the total expenses based on the ratio that the total
       volume of produced disposed of from his well bears to the total volume
       of salt water disposed of through the SWDF during that previous month.
       However, Buyer and Seller hereby agree that Seller shall be charged
       under the referenced agreement for only actual costs which exclude costs
       for equipment depreciation.  The December 1, 1995 agreement shall
       continue to remain in effect, with the stipulation that within the body
       of the December 1, 1995 agreement, all references to Seller as co-owner
       of the SWDP shall be to Buyer as sole owner of the SWDF.

       As noted in the December 1, 1995 agreement, following the initial one
       year period (which has now expired), such agreement shall terminate
       within one hundred and eighty (180) days after the parties elect to no
       longer dispose of salt water through the SWDF.  Upon termination of such
       agreement by Buyer, Seller shall have the option to purchase any or all
       portions of SWDF at salvage value.  Should this purchase of SWDF
       asset(s) occur, Seller will have ninety (90) days either to leave the
       purchased asset in its present location but make it exclusive for
       Seller's use or to remove the purchased asset from Buyer's property, at
       Seller's sole cost and expense.

       Seller's capacity reservation under this Section 10.1(a), and the rights
       associated therewith, may be assigned by Seller; provided, however, that
       any such assignment shall only be in association with the assignment by
       Seller of all or any part of its interest in WCBB and further, that the
       assignment of such capacity reservation shall be in a pro rata share
       equal to the percentage interest in WCBB assigned by Seller.

              (b)    Compression

       Buyer shall handle produced LP gas volumes attributable to Seller's
       interest in WCBB from the wells operated by Seller after the Effective
       Date in WCBB, for compression of up to a maximum capacity guarantee of 5
       MMCFD, through Buyer's compression facility in existence as of the First
       Closing Date (the "Compression Facility"); provided, however, that there
       shall serve as a credit against this capacity reservation those volumes
       of gas, if any, purchased by Buyer pursuant to that certain Gas Purchase
       Contract attached hereto as Exhibit "E-2" to the effect that, if Buyer
       purchases 5 MMCFD of gas thereunder, then Buyer shall have no
       commensurate obligation to compress 5 MMCFD of gas under this capacity
       reservation. Should the Compression Facility at any time be temporarily
       limited from full capacity, Buyer shall make available to Seller no more
       than 20% of the Compression Facility's then available capacity for
       compression of LP gas volumes attributable to Seller's interest in WCBB
       from such Seller operated wells.  If the





                                       37
<PAGE>   43
       condition causing the temporary capacity limitations has not been
       addressed by Buyer with a solution, plan or option to restore the
       diminished system capacity within twenty (20) days from when the
       condition arose, Seller reserves the right to purchase the affected
       compression asset(s) at salvage value.  Should this purchase of the
       affected compression asset(s) occur, Seller will have ninety (90) days
       either to leave the purchased asset in its present location but make it
       exclusive for Seller's use or remove the purchased asset from Buyer's
       property at Seller's sole cost and expense.  Should the actual volume of
       produced LP gas attributable to Seller's interest in WCBB from those
       wells operated by Seller after the Effective Date exceed 5 MMCFD, Buyer
       may, in its sole discretion, but shall not be obligated to, accept and
       compress such additional volume as long as Compression Facility capacity
       exists. This capacity reservation by Seller is expressly limited to the
       Compression Facility and, except as provided herein, shall not apply to
       or burden any expansion of the Compression Facility or any other or
       additional compression facilities which may be owned or constructed by
       Buyer after the First Closing Date.

       Seller reserves the right to install its own compression facilities at
       some point in the future on the Lease; provided, however, that such
       reserved rights shall not be exercised in a manner that interferes with
       the surface operations of Buyer on the Lease.  Seller shall have the
       option of connecting its compression facility into Buyers compression
       system, which option, if exercised, shall not be exercised in a manner
       that interferes with Buyer's use of the compression system.

       Should Buyer decide to modify, expand or replace a portion or portions
       of the compression facility in order to increase system capacity, Seller
       shall have the option to participate with Buyer and partially fund the
       project in order to increase Seller's maximum capacity guarantee upon
       terms and conditions mutually acceptable to Buyer and Seller.

       Reference is made to an agreement dated December 1, 1995 described as
       "Compression Facility Letter Agreement" between Seller and TESLA, the
       then owners of the Compression Facility, and BENTON and TENNECO, working
       interest owners in WCBB field but having no ownership in the Compression
       Facility.  As described in that agreement, each month the Compression
       Facility owners will bill the owners of each well for their respective
       shares of all charges incurred in the operation, maintenance, and repair
       of the Compression Facility for the previous month. As per the
       referenced agreement, each owner will be charged a percentage of the
       total expenses based on the ratio that the total volume of gas
       compressed from his well bears to the total volume of the gas compressed
       by the Compression Facility during that previous month. However, Buyer
       and Seller hereby agree that Seller shall be charged under the
       referenced agreement for only actual costs which exclude costs for
       equipment depreciation.  The December 1, 1995 agreement shall continue
       to remain in effect, with the stipulation that within the body of the
       December 1, 1995 agreement, all references to Seller as co-owner of the
       Compression Facility shall be transferred to Buyer as sole owner of the
       Compression Facility.





                                       38
<PAGE>   44
       As noted in the December 1, 1995 agreement, following the initial one
       year period (which has now expired), such agreement shall terminate
       within one hundred and eighty (180) days after the parties elect to no
       longer utilize the Compression Facility to compress gas. Upon
       termination of such agreement by Buyer, Seller shall have the option to
       purchase any or all portions of Compression Facility at salvage value.
       Should this purchase of Compression Facility asset(s) occur, Seller will
       have ninety (90) days either to leave the purchased asset in its present
       location but make it exclusive for Seller's use or to remove the
       purchased asset from Buyer's property, at Seller's sole cost and
       expense.

       Seller's capacity reservation under this Section 10.1(b), and the rights
       associated therewith, may be assigned by Seller; provided, however, that
       any such assignment shall only be in association with the assignment by
       Seller of all or any part of its interest in WCBB and further, that the
       assignment of such capacity reservation shall be in a pro rata share
       equal to the percentage interest in WCBB assigned by Seller.

              (c)    Dehydration

       Buyer shall handle produced gas volumes attributable to Seller's
       interest in WCBB from wells operated by Seller after the Effective Date
       in WCBB, for dehydration of up to a maximum guarantee of 5 MMCFD,
       through Buyer's dehydration facility in existence in WCBB as of the
       First Closing Date  (the "Dehydration Facility"); provided, however,
       that there shall serve as a credit against this capacity reservation
       those volumes of gas, if any, purchased by Buyer pursuant to that
       certain Gas Purchase Contract attached hereto as Exhibit "E-2" to the
       effect that, if Buyer purchases 5 MMCFD of gas thereunder, then Buyer
       shall have no commensurate obligation to dehydrate 5 MMCFD of gas under
       this capacity reservation.  Should the Dehydration Facility at any time
       be  temporarily limited from full capacity, Buyer shall make available
       to Seller no more than 20% of the Dehydration Facility's then available
       capacity for dehydration of produced gas volumes attributable to
       Seller's interest in WCBB from such Seller operated wells.  If the
       condition causing the temporary capacity limitations has not been
       addressed by Buyer with a solution, plan or option to restore the
       diminished system capacity within twenty (20) days form when the
       condition arose, Seller reserves the right to purchase the affected
       dehydration asset(s) at salvage value.  Should this purchase of the
       affected dehydration asset(s) occur, Seller will have ninety (90) days
       either to leave the purchased asset in its present location but make it
       exclusive for Seller's use or remove the purchased asset from Buyer's
       property, at Seller's sole cost and expense.  Should the actual volume
       of produced gas attributable to Seller's interest in WCBB from such
       Seller operated wells exceed 5 MMCFD, Buyer may, in its sole discretion,
       but shall not be obligated to, accept and dehydrate such additional
       volume as long as the Dehydration Facility capacity exists. This
       capacity reservation by Seller is expressly limited to Dehydration
       Facility and, except as provided herein, shall not apply to or burden
       any expansion of the Dehydration Facility or any other or additional
       dehydration facilities which may be owned or constructed by Buyer.

       Seller reserves the right to install its own dehydration facilities at
       some point in the future on the Lease; provided, however, that such
       reserved rights shall not be exercised in a manner that interferes with
       the surface operations of Buyer on the Lease.  Seller shall





                                       39
<PAGE>   45
       have the option of connecting its dehydration equipment into Buyer's
       dehydration system which option, if exercised, shall not be exercised in
       a manner that interferes with Buyer's use of the dehydration system.

       Should Buyer decide to modify, expand or replace a portion or portions
       of the dehydration facility in order to increase the system capacity,
       Seller shall have the option to participate with Buyer and partially
       fund the project in order to increase Seller's maximum capacity
       guarantee upon terms and conditions mutually acceptable to Buyer and
       Seller.

       Reference is made to an agreement dated December 1, 1995 described as
       "Dehydration Facility Letter Agreement" between Seller and TESLA, the
       then owners of the Dehydration Facility, and BENTON and TENNECO, working
       interest owners in WCBB field but having no ownership in the Dehydration
       Facility.  As described in that agreement, each month the Dehydration
       Facility owners will bill the owners of each well for their respective
       shares of all charges incurred in the operation, maintenance, and repair
       of the Dehydration Facility for the previous month.  As per the
       referenced agreement, each owner is charged a percentage of the total
       expenses based on the ratio that the total volume of gas dehydrated from
       his well bears to the total volume of the gas dehydrated by the
       Dehydration Facility during that previous month.  However, Buyer and
       Seller hereby agree that Seller shall be charged under the referenced
       agreement for only actual costs which exclude costs for equipment
       depreciation.  The December 1, 1995 agreement shall continue to remain
       in effect, with the stipulation that within the body of the December 1,
       1995 agreement, all references to Seller as co-owner of the Dehydration
       Facility shall be transferred to Buyer as sole owner of the Dehydration
       Facility.

       As noted in the December 1, 1995 agreement, following the initial one
       year period (which has now expired), such agreement shall terminate
       within one hundred and eighty (180) days after the parties elect to no
       longer utilize the Dehydration Facility to dehydrate gas. Upon
       termination of such agreement by Buyer, Seller shall have the option to
       purchase any or all portions of the Dehydration Facility at salvage
       value.  Should this purchase of Dehydration Facility asset(s) occur,
       Seller will have ninety (90) days either to leave the purchased asset in
       its present location but make it exclusive for Seller's use or remove
       the purchased asset from Buyer's property, at Seller's sole cost and
       expense.

       Seller's capacity reservation under this Section 10.1(c), and the rights
       associated therewith, may be assigned by Seller; provided, however, that
       any such assignment shall only be in association with the assignment by
       Seller of all or any part of its interest in WCBB and further, that the
       assignment of such capacity reservation shall be in a pro rata share
       equal to the percentage interest in WCBB assigned by Seller.

       10.2      SURFACE RIGHT OF WAY ALLOWANCES.  To the extent necessary,
Seller reserves the right to install any pipeline (of any size) as well as any
facility including salt water disposal (of any size) upon the Lease for
production, as long as its location or installation does not impede Buyer's
operations.





                                       40
<PAGE>   46
              Both parties agree to allow the other party to install additional
lines in such a manner that a new line is laid over an existing line at each
crossing.

              Seller reserves the right to conduct seismic on the Lease with
only notification being required (no permits or fees).

              Seller reserves the right of access to, and the right to maintain
and repair, any line(s) under TEPI's ownership that is physically located on
the property of Buyer, such as on benches along the walkways or laying on the
mudline in the area sold.

              It is understood and acknowledged by Buyer and Seller, that each
party has the right of use of the surface of the area covered by the Lease as
co-owners under the Lease.

       10.3   POLLUTION RESPONSE/PAYMENT.  In the event of an observed spill
condition, both Seller and Buyer agree that the first observing party shall
initiate proper response and immediately notify the proper authorities, as well
as the other party to this Agreement. Each party shall respond to its own
spill. In the event one party responds to another party's spill, upon discovery
of the actual cause of the spill condition, the party responsible for the spill
(through its own fault or the fault of its contractors), agrees to reimburse
the responding party for actual costs associated with the response and cleanup.
This reimbursement shall be made within thirty (30) days of billing.

       10.4   ABILITY TO DRILL SALT WATER DISPOSAL WELLS. Buyer agrees to allow
Seller the right to drill and maintain separate ownership of additional salt
water disposal wells within the designated area sold to Buyer for shallow
production, as long as its location or installation does not impede Buyer's
operation.

       10.5   ABILITY TO MOVE RIGS.  Seller shall retain the right to move
drilling rigs or other equipment across the Lease when it considers it
necessary to do so for conduction of operations.

       10.6   CATHODIC PROTECTION.  The cathodic protection system currently in
operation shall continue to be operated by Buyer in a manner such that it
protects the exit (sales or distribution) lines owned by Seller or its
subsidiaries.

       10.7   EXISTING EMPLOYEES AND CONTRACTORS. Buyer agrees not to hire
current employees of Seller for a period of  two years from the Effective Date
without Seller's prior consent.

              Buyer shall hire no more than 4 employees from Seller.  These
employees shall be limited to hourly employees only (excluding a production
supervisor and a clerk), and shall include no more than one mechanic.

              Buyer agrees not to interfere with Seller's right to maintain
contracts with the following vessels for Seller's continued use in the Ivanhoe
area.  These vessels shall include, but shall not be limited to the Miss
Kimberly (serving VB), the Mr. Bill (serving CBI), the Miss





                                       1
<PAGE>   47
Carmen (serving the Area Mechanics), the Miss Sissy (serving the Ivanhoe
Production Supv), and the Clay B (acting as the work barge for the Ivanhoe
area)

       10.8   ACCESS TO FRESH WATER.  Buyer shall furnish Seller freshwater
from existing freshwater well(s) located at the WCBB Tank Battery, at no charge
to Seller for the fresh water so furnished, for use in compression cooling,
engine cooling, washdown on tank battery 1-A , and other miscellaneous uses.

       10.9   ACCESS TO FIELD. Seller shall retain general access to the Lease
as it considers necessary for the conduction of operations.

       10.10  INSURANCE. Buyer shall obtain a $1,000,000 general liability
insurance policy, a $10,000,000 umbrella insurance policy and other insurance
generally required in the industry covering the Lease (from base of "Rob C
Marker" to surface) and Buyer's operations therein, under which Seller will be
named as an additional insured.  Attached hereto as Exhibit "L" is a copy of
Buyer's insurance binder with Seller named thereon as an additional insured.

       10.11   WELL PROPOSAL BY BUYER. At any time that Buyer proposes to drill
a well in a location that may be deemed to enter onto or affect the area
outside of the Lease, Buyer will advise Seller sixty (60) days in advance of
the proposed drilling of such well. No well may be drilled which would affect
the area outside of the Lease, without the consent of the Seller, within one
year of the First Closing Date.

       10.12   NONINTERFERENCE OF OPERATIONS.  Seller and Buyer each agree than
neither shall exercise any of the rights either reserved or granted to it in
this Agreement, including without limitation the rights reserved in this Part
Ten, so as to interfere with or impede the other party's operations on or in
connection with the Lease, Assets, or Buyer's Leasehold.

       10.13  RIGHT TO PURCHASE PRODUCTION.

              Oil: Seller reserves on behalf of Texaco Trading and
Transportation Inc. ("TTTI"), the right from time  to time, to purchase from
Buyer at a price equivalent to the price offered to Buyer by any bona fide
third party purchaser, the oil and/or other liquid hydrocarbons produced and
saved from the Assets except any used for operating purposes thereon.  Said
third party offer shall be made either: (i) in writing; or, (ii) orally,
subsequently confirmed in writing.  TTTI's election to purchase said oil and/or
other liquid hydrocarbons shall be given to Buyer in writing within thirty (30)
days from receipt of notice from Grantee as to the terms and conditions of the
third party contract to purchase the oil and/or related liquid hydrocarbons,
including, but not limited to, the date when such purchases by TTTI shall
begin.  Once commenced, TTTI's purchases shall continue until such date as may
be specified by written notice from TTTI to Buyer given at least thirty (30)
days in advance, specifying the date  for discontinuance of such purchases.  If
TTTI fails to notify Buyer within said period of time, TTTI shall be deemed  to
have waived its election to exercise such right for the term of the third party
contract, the term of which third party contract shall not exceed one (1) year.
The reservation provided for hereinabove shall apply separately as to the oil
and other liquid hydrocarbons produced and





                                       2
<PAGE>   48
saved from the Assets, and TTTI may purchase the oil and the other liquid
hydrocarbons, or any one or more of them, without purchasing the remaining
products.  The effective date of change will be no earlier than the first of
the month following thirty (30) days notice of change, unless mutually agreed
otherwise.  For the purpose of this Section, all notices shall be sent to the
attention of Mr. Paul E. Fowler, Division Manager TTTI, Texaco Heritage Plaza,
1111 Bagby, Houston, Texas 77002-2543, phone number (713) 666-8000, fax number
(713) 752-6376, or  such other party or address as TTTI may specify, in
writing, from time to time.

       Notwithstanding anything contained in this Section to the contrary
hereinabove, if Buyer receives from any bona fide third party purchaser an
offer to purchase the oil and/or other liquid hydrocarbons produced and saved
from the Assets at a price equivalent to or higher than that currently received
by Buyer from TTTI for such products, Buyer shall immediately notify TTTI, in
writing, of such offer as set forth above.  TTTI shall have the same right to
purchase the oil and/or other liquid hydrocarbons as provided hereinabove at
the newly offered price and TTTI shall exercise said right in he same manner as
heretofore provided.

       10.14  BUYER'S RETAINED INTEREST IN TANK BATTERY 1-A.  Buyer will
receive the purchased header, LP test separator (24" by 10'), and LP production
separator (60" by 15') at their respective current locations on tank battery 1-
A. Buyer will be responsible for making the piping connection off their
separator outlets and sending Buyer's production to one of Buyer's tank
batteries for processing and sale.  Buyer shall remove all of Buyer's Wells to
another tank battery. Buyer shall remove this equipment and relocate and move
its production from tank battery 1-A no later than December 31, 1998.  Until
this time, Buyer shall have the right to pass across Seller's tank battery 1-A,
and shall also have use of tank battery 1-A for its production provided Seller
receives and gives permission for such use, which permission shall not be
unreasonably withheld.

              As new flowlines are laid or present flowlines repaired by Buyer,
every attempt shall be made to route these flowlines to tank batteries other
than Seller operated tank battery 1-A.  Buyer shall have the right to lay lines
on tank battery 1-A in order to route Buyer's production coming to the tank
battery 1-A header to another facility operated by Buyer.  Seller will maintain
the current tank battery 1-A platform and generator for use by Buyer. Buyer
will maintain its equipment on tank battery 1-A for proper operation and
condition.

       10.15  MISCELLANEOUS.  Seller shall install turbine meter on salt water
line leaving tank battery 1-A going to Buyer's disposal facility.  This meter
shall serve as the allocation point for charges on Seller's salt water disposal
volume.

              Buyer will maintain and service existing perimeter lighting
around the WCBB.

              Seller will maintain and service existing channel lighting
(Navaids) on the route from the Ivanhoe shorebase facility to WCBB.
Twenty-five percent of charges relating to the maintenance and service of the
existing channel lighting on such route shall be borne by Buyer.





                                       3
<PAGE>   49
                                  PART ELEVEN

                                 MISCELLANEOUS

       11.1   SUCCESSORS AND ASSIGNS.      This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the respective
Parties.

       11.2   WAIVERS AND AMENDMENTS.      All amendments and other
modifications hereof shall be in writing and signed by each of the Parties.
Any Party may by written instrument (i) waive compliance by the other Party
with, or modify any of, the covenants or agreements made by the other Party in
this Agreement or (ii) waive or modify performance of any of the obligations or
other acts of the other Party.  The delay or failure on the part of any Party
to insist, in any one instance or more, upon strict performance of any of the
terms or conditions of this Agreement, or to exercise any right or privilege
herein conferred shall not be construed as a waiver of any such terms,
conditions, rights or privileges but the same shall continue and remain in full
force and effect.  All rights and remedies are cumulative.

       11.3   NOTICES.  All notices, consents and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
(a) when delivered by hand, (b) when sent by telecopier (with receipt
confirmed), provided that a copy is promptly thereafter mailed in the USA by
first class postage prepaid registered or certified mail, return receipt
requested, (c) when received by the addressee, if sent by Express Mail, Federal
Express, other express delivery service (receipt requested) or by such other
means as the Parties may agree from time to time or (d) five (5) Business Days
after being mailed in the USA, by first class postage prepaid registered or
certified mail, return receipt requested; in each case to the appropriate
address and telecopier number set forth below (or to such other address and
telecopier number as may be designated elsewhere in the Agreement or as a Party
may designate as to itself by notice to the other Party):

                     (i)    if to Seller:

                            Mr. Norman A. Duplantis
                            Assistant Division Manager - Onshore
                            Texaco Exploration and Production Inc.
                            400 Poydras
                            New Orleans, Louisiana 70130
                            Fax:  (504) 593-4665





                                       4
<PAGE>   50
                     (ii)   if to the Buyer:

                            Mr. Mark Liddell
                            DLB Oil & Gas, Inc.
                            1601 N. W. Expressway
                            Suite 700
                            Oklahoma City, Oklahoma 73118-1401
                            Fax: (405) 848-9449

Each Party shall have the right upon giving ten (10) Business Days prior
written notice to the other in the manner hereinabove provided, to change its
address for purposes of notice.

       11.4   COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same document.

       11.5   ENTIRE AGREEMENT.  This Agreement and the Exhibits hereto, if
any, contain the entire agreement between the Parties hereto with respect to
the subject matter hereof and supersede all prior discussions, understandings,
agreements and undertakings between the Parties hereto relating to the subject
matter hereof.  There are no additional terms, whether consistent or
inconsistent, oral or written which are intended to be part of the Parties'
understanding which have not been incorporated into this Agreement and Exhibits
hereto.

       11.6   SEVERABILITY.  Except for Section 8.5, which shall not be
severable from any other provision of this Agreement, each provision in this
Agreement is intended to be severable.  If any term or provision hereof is held
by a court of competent jurisdiction to be illegal or invalid for any reason
whatsoever, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect.

       11.7   APPLICABLE LAW.  This Agreement shall be governed by and
interpreted, construed and enforced in accordance with the laws of the State of
Louisiana.

       11.8   EXPENSES.  Except as specified herein, or allowed by the
Bankruptcy Court, and as the Parties may otherwise agree, each Party shall be
solely responsible for all expenses incurred by it in connection with any and
all transactions that are contemplated by this Agreement.

       11.9   FILING AND RECORDING OF ASSIGNMENTS, ETC.  Seller shall be
solely responsible for recording of the sale and assignments and any other
documents related to the Assets and Seller shall promptly provide Buyer with
recorded copies of same.

       11.10  PAYMENT OF BURDENS.  Without in any way limiting the provisions
of the Contract Operating Agreement attached hereto as Exhibit "F", Seller
hereby agrees to and shall continue paying such Burdens, on behalf of Buyer,
for all liquid and gaseous hydrocarbons, whether





                                       5
<PAGE>   51
similar or dissimilar, produced during the month in which the First Closing
occurs; and Buyer shall commence the payment of the Burdens for all such liquid
and gaseous hydrocarbons produced beginning the first day of the month
following the month in which the First Closing occurs and thereafter.  Buyer
expressly agrees to calculate and timely pay royalties to the State of
Louisiana in accordance with Attachment "C" of the Global Settlement, and any
other royalty owners, in accordance with the Lease or other agreements
providing for the payment of royalties with respect to production from the
Assets.  BUYER SHALL INDEMNIFY, PROTECT AND HOLD HARMLESS SELLER FROM AND
AGAINST EACH AND EVERY CLAIM AND CAUSE OF ACTION AND LIABILITY IN CONNECTION
THEREWITH, RESULTING FROM OR ATTRIBUTABLE TO THE CALCULATION AND PAYMENT OF ANY
BURDENS IN ACCORDANCE WITH THE PROVISIONS OF SAID LEASE(S) AND AS PROVIDED FOR
IN SECTION 2.8 OF THIS AGREEMENT.

       11.11  LAWS AND REGULATIONS.  This Agreement is subject to all federal,
state and local laws and to all orders, rules, regulations and standards issued
thereunder by all duly constituted political subdivisions and agencies having
jurisdiction.

       11.12  PUBLIC ANNOUNCEMENTS.  The Parties hereto agree that prior to
making any public announcement or statement with respect to the transaction
contemplated by this Agreement, the Party desiring to make such public
announcement or statement shall consult with the other Party hereto and
exercise its best efforts to (i) agree upon the text of a joint public
announcement or statement to be made by both such Parties or (ii) obtain
approval of the other party hereto to the text of a public announcement or
statement to be made solely by Seller or Buyer, as the case may be.  Nothing
contained in this paragraph shall be construed to require either Party to
obtain approval of the other Party hereto to disclose information with respect
to the Contemplated Transactions to any state or federal governmental authority
or agency or to the extent required by the Bankruptcy Code or Applicable Law or
by any applicable rules, regulations or orders of any governmental authority or
agency having jurisdiction (including, without limitation, any governmental
authority or agency having jurisdiction with respect to the Case) or necessary
to comply with disclosure requirements of the New York Stock Exchange or any
other regulated stock exchange and applicable securities laws.

       11.13  ASSIGNABILITY.  This Agreement and the rights and obligations
created or assumed hereunder shall not be assignable or delegable by Buyer and
any assignment shall be void ab initio, provided, however, that Seller hereby
consents to Buyer's assignment of its rights, as of the Effective Date of the
Plan, to WRT, as reorganized, as more particularly set forth in and
contemplated by the Plan, the Commitment Agreement and the Assignment and
Assumption Agreement (attached hereto as Exhibit "N"), provided, further, that
notwithstanding such assignment (or any subsequent assignment) and the
assumption by WRT, as reorganized, of Buyer's obligations under this Agreement,
no such assignment shall effect a novation, discharge or release of this
Agreement and Buyer shall in no way be relieved of its obligations hereunder
and shall remain liable therefor.

       11.14  PROVISIONS SURVIVE EACH CLOSING.  Except as may be specifically
provided herein, the provisions of this Agreement, including all
representations, warranties, covenants and





                                       6
<PAGE>   52
agreements made hereunder or pursuant hereto shall survive each Closing and be
and remain enforceable and continue in full force and effect as to their terms
and conditions following each Closing and shall not be deemed to have been
merged into any Closing or into any sale and assignment.

       11.15  DISPUTE RESOLUTION.  All disputes, controversies or claims
relating to or arising out of the Contemplated Transactions shall be resolved
in accordance with Exhibit  "D" hereto.

       11.16  SELLER'S ELECTION TO ELECT A TAX DEFERRED EXCHANGE.  Seller
retains the right to sell its interest in the Assets to Buyer as a
non-simultaneous like-kind property exchange for cash pursuant to Section 1031
of the Code.  Seller shall have the right to elect this tax-deferred exchange
at any time prior to the First Closing Date. Buyer agrees to execute additional
escrow instructions, documents, agreements, or instruments to effect the
exchange, provided that Buyer shall incur no material additional costs,
expenses, fees or liabilities as a result of or in connection with the
exchange.

       11.17  TERMINATION.  This Agreement may be terminated at any time by
mutual consent of Seller and Buyer.  Buyer agrees to use reasonable efforts to
obtain ownership of the Buyer's Leasehold for purposes of conveying the same to
Seller as contemplated by this Agreement.  If Buyer has not been successful in
obtaining ownership of the Buyer's Leasehold, and conveying the same to Seller,
within one (1) year of the First Closing Date, Buyer and Seller shall agree on
the value of the Buyer's Leasehold and Buyer shall pay to Seller an amount (by
wire transfer in immediately available funds) equal to the Parties' agreed upon
value of the Buyer's Leasehold.  If the Parties are unable to agree upon the
value of the Buyer's Leasehold, Seller shall have the right at any time after
such one (1) year period to invoke the provisions of Exhibit "D" hereto
concerning dispute resolution for purposes of establishing the value of the
Buyer's Leasehold for purposes of the payment to be made by Buyer to Seller
under this Section 11.17.  If the Second Closing has not occurred and upon
Buyer paying to Seller the value of the Buyer's Leasehold (as determined either
by mutual agreement or otherwise), this Agreement shall terminate and neither
Buyer nor Seller shall have any further right or obligation to the other
hereunder, except as provided in Section 11.14, and as otherwise expressly
provided herein.





                                       7
<PAGE>   53
       IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.



WITNESSES:                                 SELLER:
                                           TEXACO EXPLORATION AND
                                           PRODUCTION INC.


------------------------------             By:
NAME:                                          -------------------------------
     -------------------------             NAME:
                                                ------------------------------
                                           TITLE:
                                                 -----------------------------
------------------------------             Tax ID:  51-0265713
NAME:
     -------------------------

WITNESSES:                                 BUYER:
                                           DLB OIL & GAS, INC.


------------------------------             By:
NAME:                                          -------------------------------
     -------------------------             NAME:
                                                ------------------------------
                                           TITLE:
                                                 -----------------------------
------------------------------             Tax ID:  73-1358299
NAME:
     -------------------------




                                       8
<PAGE>   54
                          CONTRACT OPERATING AGREEMENT


         THIS CONTRACT OPERATING AGREEMENT ("Agreement") entered into this 11th
day of March, 1997, by and between DLB Oil & Gas, Inc. ("DLB") and Texaco
Exploration and Production Inc. ("TEPI"), under and according to the following
terms and conditions:

         WHEREAS, TEPI and DLB have executed that certain Purchase, Sale and
Cooperation Agreement dated March 11, 1997 ("Purchase Agreement") regarding the
sale of a portion of State Lease 340 by TEPI to DLB insofar and only as the
same covers those lands and depths described on Exhibit "A" to Exhibit "B-1" to
the Purchase Agreement (the "Mineral Property");

         WHEREAS, TEPI has assigned and conveyed to DLB all of its right, title
and interest in and to the Mineral Property;

         WHEREAS, TEPI has been operator of the Mineral Property but DLB has
assumed operatorship of the Mineral Property;

         WHEREAS, DLB desires TEPI to undertake the administration, management
and operation of the Mineral Property for a period of time to facilitate the
transition of operatorship of the Mineral Property from TEPI to DLB; and

         WHEREAS, TEPI is willing and agreeable to undertake and perform said
duties regarding the Mineral Property on the terms and conditions set out in
this Agreement;

         NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, DLB and TEPI agree as follows, to wit:

         1.      Designation of Contract Operator

                 DLB hereby designates TEPI to administer, manage and operate
the Mineral Property consistent with the terms and conditions of that certain
Contract Area Operating Agreement dated July 1, 1987 by and among Texaco, Inc.,
as Operator, and Pelham Partners, Ltd., et al., as Non-Operators recorded at
COB 37-J, page 255, Entry No. 246,862, St.  Mary Parish, Louisiana ("Operating
Agreement").  DLB and TEPI hereby agree that TEPI is hereby designated as
Contract Operator and is authorized to conduct all operations for the Mineral
Property in accordance with the terms and conditions of the Operating Agreement
as if TEPI were named as Operator.  For purposes of this Agreement, all
references to "Operator" in the Operating Agreement, shall be deemed to be
TEPI, and all references to "Non-Operator" shall be deemed to include DLB as an
owner of a working interest in and to the Mineral Property.
<PAGE>   55
         2.      Duties and Obligations

                 TEPI hereby agrees to administer, manage and operate the
Mineral Property in a manner consistent with the management and administrative
practices currently being provided by TEPI in connection with the Mineral
Property (the "Services").  During normal business hours, DLB shall be entitled
to reasonably consult with TEPI or its representatives providing the Services.
TEPI shall make such representatives reasonably available to DLB.

         3.      Costs and Expenses

                 TEPI shall be entitled to receive payment from DLB, and to
continue to invoice the other owner or owners of a working interest in the
Mineral Property, for all costs, expenses and charges, but only to the extent
that such costs and expenses are permitted under Article 5 of the Operating
Agreement and approved by DLB for such costs in excess of $25,000.00.
Notwithstanding anything to the contrary, however, during the term of this
Agreement, TEPI shall not be required to make any capital expenditures to the
Mineral Property, unless TEPI and DLB shall otherwise agree to such capital
expenditures.

                 (a)      Projects Costing Less Than $25,000.  TEPI may, but
shall not be obligated to, undertake single projects, as defined below,
reasonably estimated to require expenditures of Twenty-Five Thousand ($25,000)
Dollars each or less, without obtaining the prior approval of DLB.  As used
herein, the term "single project" shall mean a planned undertaking with a
specific goal, and shall include all of the various components of such
undertaking.  In case of explosion, fire, flood or other sudden emergency,
whether of the same or different nature (an "Emergency"), TEPI may take such
steps and incur such expenses as in its opinion are required to deal with the
Emergency to safeguard life and property.  Upon the expenditure of funds by
TEPI in response to an Emergency, as defined herein, TEPI shall provide DLB,
immediately thereafter with actual notice (within 24 hours) and a detailed
accounting or authority for expenditure ("AFE") of the funds expended (within 5
days).

                 (b)      Projects Costing More Than $25,000.  In all cases
where a single project, as defined hereinabove, is reasonably estimated to
require expenditures in excess of Twenty-Five Thousand ($25,000) Dollars, TEPI
shall prepare and submit to DLB an AFE which shall describe, in reasonable
detail, the operation proposed to be conducted and the estimated cost thereof.
Within a reasonable time after receipt of such AFE, DLB shall approve such AFE
by signing the same and returning it to TEPI or by otherwise evidencing its
approval thereof, or shall disapprove such AFE by written notice to TEPI in
accordance with Article 5 of the Operating Agreement.



                                      2
<PAGE>   56
         4.      Term

                 This Agreement shall become effective on the 12th day of
March, 1997 at 7:00 a.m., and continue in effect for a period of sixty (60)
days or until the approval of the Assignment, Conveyance and Bill of Sale from
TEPI to DLB of the Mineral Property by the Louisiana State Mineral Board is
received, whichever is longer.

         5.      Transition

                 TEPI and DLB agree to cooperate and assist the other to
effectuate the change of operator of the Mineral Property from TEPI to DLB,
upon the termination of this Agreement.

         6.      Liability

                 (a)      Standard of Care.  TEPI shall provide the Services in
a timely and current manner, consistent with management and administrative
practices that it would provide for itself in the performance of services
similar to the Services.  TEPI shall have no responsibility for and shall incur
no liability for any damage or loss of any nature suffered or incurred by DLB
arising out of or in connection with the rendering by TEPI of the Services
including liability arising out of TEPI negligence or a claim of strict
liability unless such damage or loss is the result of the gross negligence or
willful misconduct of TEPI.  DLB, at its expense, shall defend, protect and
indemnify and hold harmless TEPI, its affiliates, and their respective
representatives from and against each and every claim, demand or cause of
action and any liability, damage or loss in connection therewith, which may be
made or asserted by DLB, its agents or any third persons (including, but not
limited to, TEPI's representatives), arising out of or in connection with the
furnishing of Services hereunder by TEPI, except to the extent attributable to
TEPI's gross negligence or willful misconduct.

                 (b)      Independent Contractor Relationship.  With respect to
its performance of the Services, TEPI is an independent contractor, with the
authority to control, oversee and direct the performance of the details of the
Services, DLB being only interested in the results obtained.  DLB shall have
the right (to the extent not in violation of the law or inconsistent with
reasonable business practices) to direct TEPI to conduct or not conduct certain
Services (consistent with TEPI's obligations contained herein) with respect to
the Mineral Property, but the means and manner of the same shall be in the
exclusive control of TEPI.

                 (c)      No Joint Venture or Partnership.  This Agreement is
not intended to and shall not be construed as creating a joint venture,
partnership, agency or other association within the meaning of the law or under
the laws of the state in which either Party is incorporated, organized or
conducting business.  Except as otherwise provided therein, neither party shall
be responsible for the obligations or actions of the other Party, each Party
being severally responsible only for its obligations and actions arising
hereunder.





                                       3
<PAGE>   57
         7.      Notices

                 All notices authorized or required between the parties and
required by any of the provisions of this Agreement shall, unless otherwise and
specifically provided, be given in accordance with the Notices provision
contained in Part Eleven of the Purchase Agreement.

         8.      Insurance

                 DLB shall procure and maintain during the term hereof the
insurance specified in Article 6 of the Operating Agreement and Section 10.10
of the Purchase Agreement to include insurance coverage for TEPI as contract
operator.  TEPI shall be an additional named assured and co-loss-payee under
the terms of such policies.  DLB shall furnish a waiver of subrogation.  DLB
shall provide TEPI with thirty (30) days advance written notice of termination
of any insurance required hereunder and all certificates of insurance requested
by TEPI shall provide for at least thirty (30) days prior notice to TEPI of
cancellation.

         9.      Conflicts

                 To the extent the provisions of this Agreement are deemed to
be in conflict with or contrary to the provisions of any extant agreements
concerning the Mineral Property, DLB and TEPI agree that the provisions of this
Agreement deemed to be in conflict with or contrary to under the provisions of
any extant agreements shall be suspended until consents or waivers under the
extant agreements are received.  DLB and TEPI further agree to make all
reasonable efforts to obtain said consents or waivers from third parties.

         10.     Dispute Resolution

                 Part 11.15 of the Purchase Agreement shall apply to all
disputes between the parties.

         11.     Amendment

                 This Agreement constitutes the entire understanding between
the parties with regard to the operation of the Mineral Property by TEPI and
supersedes any prior understanding, whether written or oral, and this Agreement
cannot be amended except in writing executed by the parties.





                                       4
<PAGE>   58
         IN WITNESS WHEREOF the parties have executed the same as of the day
first written above.


                                        DLB OIL & GAS, INC.


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


                                        TEXACO EXPLORATION AND PRODUCTION INC.


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





                                       5
<PAGE>   59



                      ASSIGNMENT AND ASSUMPTION AGREEMENT


         This Agreement (the "Agreement") is made and entered into this 11th
day of March, 1997, by and between DLB Oil & Gas, Inc., an Oklahoma corporation
(hereinafter "DLB") and WRT Energy Corporation, a Texas corporation, as
reorganized pursuant to the Second Amended Joint Plan of Reorganization, dated
March 11, 1997, as may be amended or modified (the "Plan") (hereinafter "New
WRT").  Unless the context otherwise requires, all capitalized terms not
otherwise defined herein shall have the same meanings herein as in that certain
Purchase, Sale and Cooperation Agreement by and between Texaco Exploration and
Production Inc. ("TEPI") and DLB dated March 11, 1997 ("PS&C Agreement").

                                   ARTICLE I

                                THE ASSIGNMENTS

Section 1.1    Assignments by DLB.  In implementation of the closing of the
               transactions contemplated by (i) that certain Commitment
               Agreement dated as of January 20, 1997, among WRT, as
               debtor-in-possession, DLB and Wexford Management LLC and (ii)
               the Plan, and in consideration of the exchange of consideration
               set forth in the Commitment Agreement, the receipt and adequacy
               of which is hereby acknowledged, effective as of the "Effective
               Date" of the Plan (as such term is defined in the Plan), DLB
               assigns, grants, conveys and delivers to New WRT, subject to
               those certain exclusions set forth in Section 1.2 herein, all of
               DLB's right, title and interest in, to and under the following:

               (a)        The Assets acquired by DLB from TEPI pursuant to the
                          PS&C Agreement, and that certain Assignment,
                          Conveyance and Bill of Sale by and between TEPI and
                          DLB dated March 11, 1997 (the "Assignment"), attached
                          as Exhibit B-1 to the PS&C Agreement;

               (b)        Those certain Gas Purchase Contracts by and between
                          TEPI and DLB, each dated March 11, 1997 (attached as
                          Exhibits E-1 and E-2 to the PS&C Agreement), which
                          provide for, inter alia, the mutual sale and purchase
                          by DLB and TEPI of certain quantities of DLB and TEPI
                          gas;

               (c)        That certain Shorebase Service Agreement by and
                          between TEPI and DLB dated March 11, 1997 (attached
                          as Exhibit G to the PS&C Agreement), pursuant to
                          which TEPI, as an independent contractor, will
                          provide to DLB certain operating services and
                          shorebase facilities in connection with the West Cote
                          Blanche Bay Field; and

               (d)        Those certain procedures for resolving disputes
                          relating to or arising out of the Contemplated
                          Transactions as set forth in Exhibit D to the PS&C
                          Agreement, and as acknowledged by DLB and New WRT
                          (the "Dispute Resolutions").



                                      1
<PAGE>   60
Section 1.2    Exclusions to Assignment.  Notwithstanding the assignments by
               DLB set forth in Section 1.1 hereinabove, DLB's right, title and
               interest in the following shall not be assigned or conveyed to
               New WRT:

               (a)        The Claim acquired by DLB pursuant to the PS&C
                          Agreement, as well as all rights related thereto as
                          set forth in the PS&C Agreement;

               (b)        All funds that DLB received, or is entitled to
                          receive, from TEPI in connection with the Preliminary
                          Recap and the Final Recap pursuant to the PS&C
                          Agreement, and all rights related thereto as set
                          forth in the PS&C Agreement; and

               (c)        DLB's right to unwind the Contemplated Transactions
                          pursuant to Section 8.5 of the PS&C Agreement, and
                          all rights related thereto.

                                   ARTICLE II

                                THE ASSUMPTIONS

Section 2.1      Assumptions by New WRT.  In consideration of DLB's assignment
                 to New WRT of certain assets and rights described in Section
                 1.1 hereinabove, effective as of the Effective Date of the
                 Plan, New WRT shall assume any and all liabilities, duties and
                 obligations that arise, or may arise, from and under the
                 following:

                 (a)      The PS&C Agreement, including, without limitation,
                          the Assumed Obligations, as well as all other
                          obligations provided in Sections 2.7 (b), (c) and
                          (d), 2.8, 2.9, 4.2(a) and (c), 9.1, 9.3, 10.1,10.2,
                          10.3, 10.4,10.5, 10.6, 10.7, 10.8, 10.9, 10.10,
                          10.11, 10.12, 10.13, 10.14, 10.15, 11.10 and 11.13 of
                          the PS&C Agreement;

                 (b)      The Assignment;

                 (c)      The Gas Purchase Contracts;

                 (d)      The Shorebase Service Agreement;

                 (e)      That certain Escrow Agreement by and among, TEPI, DLB
                          and The Chase Manhattan Bank, as escrow agent, dated
                          March 11, 1997 (attached as Exhibit C to the PS&C
                          Agreement), which requires the performance of certain
                          (i) plugging and abandonment obligations arising
                          under the Lease, and (ii) periodic deposits of funds
                          into an escrow account for a fixed period of time;

                 (f)      That certain Security Agreement and Assignment of
                          Production Proceeds by and between New WRT and TEPI,
                          dated as of the Effective Date of the Plan, which
                          grants to TEPI a security interest in (i) the Escrow
                          Account (as defined in the Escrow Agreement) and (ii)
                          50% of the production, as well as the proceeds
                          therefrom, arising from the Assets; and





                                       2
<PAGE>   61
                 (g)      The Dispute Resolutions.

Section 2.2      Obligations of DLB.  Notwithstanding New WRT's assumption of
                 the liabilities and obligations identified in Section 2.1
                 hereinabove, DLB shall remain liable (on and after the
                 Effective Date of the Plan, and jointly and severally with New
                 WRT) for all obligations set forth in Section 2.1 hereinabove.

                                 ARTICLE III

                                  COVENANTS

Section 3.1      Covenants of DLB.  DLB agrees to execute and deliver such
                 additional documents, as well as any amendmentsthereof or
                 supplements thereto, as may be required to assign and convey
                 to New WRT all of DLB's right, title and interests described
                 in Section 1.1 hereinabove (subject to those "exclusions"
                 described in Section 1.2 hereinabove), including, without
                 limitation, the Assets acquired by DLB from TEPI pursuant to
                 the PS&C Agreement and the Assignment.  DLB shall also cause
                 New WRT to be named as a named insured under the policy of
                 insurance delivered to TEPI at the First Closing.

Section 3.2      Covenants of New WRT.     New WRT agrees to execute and
                 deliver such additional documents, as well as any amendments
                 thereof or supplements thereto, as may be required to (i)
                 assign and convey to DLB all of New WRT's right, title and
                 interest in, to and under the Buyer's Leasehold, including,
                 without limitation, New WRT's interest in the facilities which
                 were excluded from the Assets pursuant to the PS&C Agreement,
                 and (ii) grant to TEPI a security interest in such collateral
                 as set forth more fully in and pursuant to the Security
                 Agreement and Assignment of Production Proceeds.

                                   ARTICLE IV

                                 MISCELLANEOUS

Section 4.1      Counterparts.  This Agreement may be executed in one or more
                 counterparts, each of which, when so executed and delivered,
                 shall be an original and all of which together shall
                 constituted the same instrument.

Section 4.2      Amendments.  No amendment of any provision of this Agreement
                 shall be effective unless it is in writing and signed by DLB
                 and New WRT and no waiver of any provisions of this Agreement,
                 nor consent to any departure by DLB or New WRT therefrom,
                 shall be effective unless it is in writing and signed by DLB
                 or New WRT, and then such waiver or consent shall be effective
                 only in the specific instance and for the specific purpose for
                 which given.

Section 4.3      Notices.  All demands, notices, requests, consents and
                 communications hereunder shall be in writing and shall be
                 delivered by courier service, messenger, telecopy or by
                 certified or registered mail, postage prepaid -- return
                 receipt requested, to the following addresses, or such other
                 addresses as may be furnished hereafter by notice in writing,
                 to the following persons:





                                       3
<PAGE>   62
                 In the case of DLB:

                          Mark Liddell
                          DLB Oil & Gas, Inc.
                          1601 N.W. Expressway, Suite 700
                          Oklahoma City, Oklahoma 73118-1401
                          Phone No.: (405) 848-8808
                          Fax No.:   (405) 848-9449

                                  -with a copy to-

                          Jeffrey S. Sabin, Esq.
                          Schulte Roth & Zabel, LLP
                          900 Third Avenue
                          New York, New York  10022
                          Phone No.: (212) 756-2000
                          Fax No.:   (212) 593-5955

                 In the case of New WRT:

                          Raymond P. Landry
                          WRT Energy Corporation
                          1405 Pinhook Drive, Suite 210
                          Lafayette, Louisiana  70503
                          Phone No.:  (318) 234-4620
                          Fax No.:      (318) 237-6140



Section 4.4      Governing Law; Jurisdiction.  This Agreement shall be governed
                 by and construed in accordance with the laws of the State of
                 Louisiana, and DLB and New WRT each consent to jurisdiction of
                 the federal and state courts in the State of Louisiana.  DLB
                 and New WRT hereby agree that any such court shall have in
                 personam jurisdiction over it, consents to service of process,
                 and agrees that a final judgment in any action or proceeding
                 in any such court shall be conclusive and may be enforced in
                 other jurisdictions by suit on the judgment or in any other
                 manner specified by law.

Section 4.5      Section Headings.  The section captions and headings in this
                 Agreement are for convenience only and are not intended to be
                 full or accurate descriptions of the contents thereof.  They
                 shall not be deemed to be part of this Agreement and in no way
                 define, limit, extend or describe the scope or intent of any
                 provisions hereof.





                                       4


<PAGE>   63


         IN WITNESS WHEREOF, DLB and New WRT have executed this Agreement on
the date first set forth above by the respective signatures of their duly
authorized representatives.




                                  DLB OIL & GAS, INC.


                                  By:
                                      -----------------------------------------
                                      Name:   Mark Liddell
                                              President


                                  WRT ENERGY CORPORATION, as reorganized
                                  under the Plan

                                  By:
                                      -----------------------------------------
                                      Name:   Mark Liddell
                                              President




CONSENTED TO THIS                   , 1997, BY:
                  ------------------


TEXACO EXPLORATION AND PRODUCTION INC.

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





                                       5
<PAGE>   64
                                ESCROW AGREEMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


              THIS ESCROW AGREEMENT ("Agreement") entered into this 11th of
March, 1997, by and among the following parties:


              DLB OIL & GAS, INC., ("DLB"), a corporation doing business in the
              State of Louisiana, whose address is 1601 N.W. Expressway, Suite
              700, Oklahoma City, Oklahoma  73118-1401; and

              TEXACO EXPLORATION AND PRODUCTION INC. ("TEPI"), whose address is
              Post Office Box 60252, New Orleans, Louisiana  70160; and

              THE CHASE MANHATTAN BANK, a national banking association whose
              address is 270 Park Avenue, New York, New York  10017 (the
              "Escrow Agent" or "Bank").


                              W I T N E S S E T H:

                                       I.


       DLB and TEPI have entered into that certain Purchase, Sale and
Cooperation Agreement ("Purchase and Sale Agreement") dated March 11, 1997,
wherein TEPI agreed to sell and DLB agreed to purchase, among other things, a
portion of TEPI's interest in the West Cote Blanche Bay Field, St. Mary Parish,
Louisiana.  Simultaneously with the execution of the Purchase and Sale
Agreement, DLB and TEPI have entered into that certain Assignment, Conveyance
and Bill



                                      1
<PAGE>   65
of Sale ("Assignment"), dated March 11, 1997, effective January 1, 1997, which
conveys to DLB a portion of TEPI's interest in State of Louisiana Lease 340
(the "Lease") in the West Cote Blanche Bay Field, St. Mary Parish, Louisiana,
more particularly described on Exhibit "A" to such Assignment (the "Property"),
a copy of which Assignment is attached hereto as Exhibit "A".  The Purchase and
Sale Agreement and the Assignment provide among other things that DLB shall
assume and be primarily responsible for all liabilities and obligations with
respect to plugging, replugging and abandoning any Wells whether or not covered
by or under a Contract; the restoration of the Leases and any Well sites; and
the proper removal, disposal, and abandonment of any fixtures which are
included in the Assets, all in accordance with the terms and conditions of the
Lease and all applicable federal, state and local governmental laws, rules and
regulations, as more particularly  set forth in the Purchase and Sale Agreement
and Assignment ("Abandonment Obligation").

                                      II.

       The Purchase and Sale Agreement further provides that DLB shall pay, or
cause to be paid, certain funds into a special escrow account, styled "DLB West
Cote Blanche Bay Escrow Account" ("Escrow Account"), to be used solely for the
purpose of satisfying the Abandonment Obligations in accordance with this
Agreement.  TEPI and DLB, for valuable consideration and the mutual covenants
and agreements herein contained, hereby agree as follows.





                                       2
<PAGE>   66
                                      III.

       DLB and TEPI hereby agree and appoint Bank as escrow agent under this
Agreement and said Bank accepts the appointment pursuant to the terms and
conditions hereof, and may hereinafter sometimes be referred to as the "Escrow
Agent."  Upon execution of this Agreement by the parties hereto, the Escrow
Agent shall establish the Escrow Account for the purpose set forth in this
Agreement including the periodic deposit by DLB of funds into such Escrow
Account in accordance with the terms and provisions of this Agreement.

                                      IV.

       DLB does, in order to secure the faithful compliance with the
Abandonment Obligations, agree to pay, or cause to be paid, into the Escrow
Account funds as follows:

       (1)    At the First Closing as such term is defined in the Purchase and
              Sale Agreement, DLB shall make an initial deposit of ONE MILLION
              AND NO/100 DOLLARS ($1,000,000.00).

       (2)    Thereafter, DLB shall make eighty-four (84) consecutive monthly
              deposits of EIGHTEEN THOUSAND, THREE HUNDRED, NINETY, AND 83/100
              DOLLARS ($18,390.83) each, not later than the fifth day of each
              consecutive month.  Said monthly payments to commence on or
              before the fifth day of the month immediately following the First
              Closing.

       (3)    If DLB fails to plug and abandon the minimum number of wells DLB
              is obligated to plug and abandon during any year pursuant to
              Section VII of this Agreement, then DLB shall, within ten (10)
              days before the end of such year, deposit into the Escrow Account
              a sum of money equal to the product of (a) Forty Eight Thousand
              and No/100 Dollars ($48,000) times (b) the remainder of (i) the
              minimum number of wells DLB is obligated to plug and abandon
              during such year pursuant to Section VII of this Agreement less
              (ii) the number of wells actually plugged and abandoned by DLB
              during such year.  The maximum amount DLB shall be obligated to
              deposit into the Escrow Account pursuant to this Section IV(3)
              for any year shall be $960,000.





                                       3
<PAGE>   67
All funds deposited into the Escrow Account, including interest accrued
thereon, shall be received by the Escrow Agent and held for satisfaction of the
Abandonment Obligations in accordance with the terms and provisions of this
Agreement.

                                       V.

       All funds deposited with the Escrow Agent and credited to the Escrow
Account shall be invested and reinvested in a manner consistent with and
according to the Investment Policy annexed hereto as Exhibit "B", with the
interest thereon and any gains realized with respect thereto to be accumulated
and reinvested.  The Chief Financial Officer of DLB shall direct the Escrow
Agent regarding the investment direction of the funds in the Escrow Account in
accordance with the terms and provisions of this Agreement. Except as
hereinafter set forth, the Escrow Agent shall not be obligated to render any
statements or notices of non-performance hereunder.  Within thirty (30) days of
the end of each calendar quarter during the term of the Agreement, commencing
with the calendar quarter ending June 30, 1997, the Escrow Agent shall furnish
to DLB and TEPI a statement of account with respect to the Escrow Account which
shall contain the following:  (1) a schedule of receipts and disbursements, if
any, during such calendar quarter; (2) a statement of income and unrealized
gains or losses during such calendar quarter; and (3) a schedule of all assets
held by the Escrow Agent in the Escrow Account as of the last day of such
calendar quarter.

                                      VI.

       In order to secure the faithful compliance with its Abandonment
Obligations, DLB does hereby pledge, pursuant to and in accordance with the
terms and provisions of the Security





                                       4
<PAGE>   68
Agreement and Assignment of Production Proceeds identified hereinbelow, unto
and in favor of TEPI the Escrow Account and the funds deposited and to be
deposited therein, together with all interest accrued thereon.  DLB represents
and warrants that the funds to be deposited into the Escrow Account shall be
unencumbered and free and clear of all liens, encumbrances, security interests
or other burdens.  In order to further secure the faithful compliance with its
Abandonment Obligations, DLB shall, at the First Closing (as defined in the
Purchase and Sale Agreement), execute a "Security Agreement and Assignment of
Production Proceeds" in the form of Exhibit "C" attached hereto, pursuant to
which DLB shall grant certain security interests and make certain collateral
assignments in favor of TEPI.

                                      VII.

       DLB agrees to plug and abandon a minimum number of wells located on the
Property each year during the twenty (20) years following execution of this
Agreement, commencing with the year ending March 11, 1998 as follows (the
minimum number of wells for each such year being referred to herein as such
year's "Minimum Requirement"):

              (a)    the Minimum Requirement for the calendar year ended March
11, 1998, shall be twenty (20) wells.

              (b)    the Minimum Requirement for the calendar year ended March
11, 1999, and for each successive calendar year until and including the
calendar year ending March 11, 2017, shall be equal to the remainder of (i)
twenty (20) wells less (ii) the number of wells plugged and abandoned by DLB in
excess (if any) of the Minimum Requirement for the immediately preceding year.





                                       5
<PAGE>   69
       DLB shall never have any obligation under this Agreement to plug and
abandon more than twenty (20) wells in any calendar year and, in lieu of its
obligation to plug and abandon a minimum number of wells pursuant to this
Section VII, DLB may deposit in the Escrow Account a sum of money as provided
in Section IV hereof.  Notwithstanding the foregoing, this Agreement shall not
be construed to limit or restrict in any way the Assumed Obligations as defined
in the Purchase and Sale Agreement or DLB's obligation to plug and abandon
wells to the extent required by the Assumed Obligations, the Purchase and Sale
Agreement, the Assignment, the Lease, or other applicable provisions of state
law.

       In order to illustrate the foregoing and by way of example only, if in a
given calendar year (Year 1) DLB should plug and abandon twenty-five (25)
wells, then in the immediately succeeding year (Year 2), DLB shall be obligated
either to plug and abandon at least fifteen (15) wells or to deposit in the
Escrow Account a sum of money equal to the product of Forty Eight Thousand and
No/100 Dollars ($48,000) times the difference between (i) fifteen (15) wells
and (ii) the number of wells actually plugged and abandoned in Year 2 (if less
than fifteen (15)).  If in Year 2 DLB should plug and abandon sixteen (16)
wells, then in the next immediately succeeding calendar year (Year 3) DLB shall
be obligated to either plug and abandon at least nineteen (19) wells or to
deposit in the Escrow Account a sum of money equal to the product of Forty
Eight Thousand and No/100 Dollars ($48,000) times the difference between (i)
nineteen (19) wells and (ii) the number of wells actually plugged and abandoned
during Year 3 (if less than nineteen (19)).





                                       6
<PAGE>   70
                                     VIII.

       Simultaneous with the filing with the State Office of Conservation, DLB
shall provide to TEPI a copy of the Plug and Abandonment Report of the Office
of Conservation of the State of Louisiana with respect to each well or wells on
the Property plugged and abandoned by DLB, evidencing that the well or wells
have been satisfactorily plugged and abandoned in accordance with all
appropriate governmental requirements including all amendments or modifications
thereto.

                                      IX.

       DLB shall not have the right to withdraw any funds from the Escrow
Account for the first twelve (12) years of the term of this Agreement, and,
thereafter, may withdraw only up to NINE HUNDRED SIXTY THOUSAND AND NO/100
DOLLARS ($960,000.00) per calendar year, provided DLB first furnishes the
Escrow Agent and TEPI with invoices pertaining to the plugging, abandonment or
restoration operation, as applicable, and proof of payment of said invoices and
DLB has not defaulted under the terms of this Agreement.

       The parties hereto agree that if any time after the expiration of the
fifth year of this Agreement the parties mutually agree that the amounts
deposited in the Escrow Account exceed the amount the parties mutually agree
represents the net present value of the then existing Abandonment Obligations
then the parties will, in good faith, renegotiate the future payments required
of DLB under this Agreement (see Paragraph IV(2)), but not the obligation to
plug 20 wells per year as per Section VII.





                                       7
<PAGE>   71
                                       X.

       Following two years after the Effective Date (as defined in the Plan) of
the Plan (as defined in the Purchase and Sale Agreement), TEPI may withdraw the
funds deposited in the Escrow Account if and only after (i) three (3) Events of
Default as defined hereinbelow have occurred subsequent to such two year
period, or (ii) in the event of DLB's failure, insolvency, application for
adjudication in bankruptcy, the application by or against DLB for assignment,
composition, extension or receivership, or the foreclosure on or seizure of all
or part of the Property.  It shall be lawful for, and DLB does hereby
authorize, the Escrow Agent to immediately assign, transfer and deliver the
whole of any of the amounts herein pledged and deposited, without recourse to
judicial proceedings and without either demand, appraisal, advertisement or
notice of any kind, all of which are hereby expressly waived, to TEPI at such
time as TEPI has furnished the Escrow Agent a written statement executed by a
duly authorized officer, agent or attorney-in-fact setting forth the reason for
the direction to distribute.  TEPI's right to withdraw funds from the Escrow
Account as herein provided shall be subject to and subordinate to the Escrow
Agent's right to collect its fees by direct debit as more fully set forth in
Section XII(j) hereof.

       An "Event of Default" shall occur if DLB fails to comply with any
obligations arising under this Agreement within (30) days of the date that the
obligation or obligations arise.  No notice of default or placing in default by
TEPI shall be required.

       The pledge and security interest granted to TEPI by DLB pursuant to
Section VI hereof shall, at all times, remain valid and enforceable and TEPI
may, at any time, but subject to Section





                                       8
<PAGE>   72
X hereof, exercise any and all rights and remedies available to TEPI by
operation of law pursuant to the terms and conditions of this Escrow Agreement,
the "Security Agreement and Assignment of Production Proceeds" more fully
described in Section VI hereof or as otherwise provided for under law.

                                      XI.

       TEPI shall have the right, at its own costs and expense, following
reasonable notice in writing and during normal business hours, to conduct an
annual audit of DLB's records relating to the Abandonment Obligations in order
to satisfy itself that DLB has complied with all of its obligations under this
Agreement and with the Abandonment Obligations.

                                      XII.

       The following shall govern the rights, privileges, immunities and
liabilities of Escrow Agent:

       (a)    Depository Only.  Escrow Agent is not a party to and is not bound
              by or charged with notice of any agreement out of which this
              Escrow Account may arise and acts hereunder as depository only.

       (b)    Disbursals.  Escrow Agent shall disburse assets in the Escrow
              Account only pursuant to the terms of the Agreement and any such
              disbursements shall relieve the Escrow Agent of any liability or
              responsibility whatsoever in connection with acting as Escrow
              Agent with respect to such assets (except any liability or
              responsibility attributable to the Escrow Agent's own negligence
              or willful misconduct).

       (c)    Actions Protected.   Escrow Agent shall be protected absolutely
              in acting on any written notice, request, waiver, consent,
              certificate, receipt, authorization, power of attorney or other
              paper or document provided by TEPI or DLB which Escrow Agent in
              good faith believes to be genuine and what it purports to be.
              Escrow Agent shall not be obligated to make any inquiry as to the





                                       9
<PAGE>   73
              authority, capacity, existence or identity of any person
              purporting to give such notice in other document.

       (d)    Good Faith Actions.  Escrow Agent shall not be personally liable
              for anything which it may do or refrain from doing in connection
              therewith, provided that it acts in good faith and in the
              exercise of its own best judgment.

       (e)    Legal Counsel.  Escrow Agent may consult with legal counsel in
              the event of any dispute or questions as to the construction of
              any of the provisions of this Agreement or its duties hereunder
              and it shall incur no liability and shall be fully protected in
              acting in accordance with the opinion and instructions of its
              counsel.  DLB agrees to pay any legal fees which may be incurred
              by the Escrow Agent should it consult with legal counsel for the
              aforementioned purposes.

       (f)    Event of Dispute.  In the event of any disagreement involving the
              parties resulting in adverse claims or demands being made in
              connection with the matters covered by this Agreement or in the
              event that Escrow Agent, in good faith, shall be in doubt as to
              what action it should take hereunder, Escrow Agent shall follow
              TEPI's instructions.

       (g)    Resignation.  The Escrow Agent may at any time resign hereunder
              by giving written notice of its resignation to the other parties
              hereto, at their address set forth herein, at least thirty (30)
              business days prior to the date specified for such resignation to
              take effect, and upon the effective date of such resignation, the
              escrowed funds hereunder shall be delivered to such person as may
              be designated in writing by such other parties hereto executing
              this Agreement, whereupon all the Escrow Agent's obligations
              hereunder shall cease and terminate.  The Escrow Agent's sole
              responsibility until such termination shall be to keep safely all
              escrowed funds and to deliver the same to a person designated by
              the other parties hereto or in accordance with the directions of
              a final order or judgment of a court of competent jurisdiction.

       (h)    Indemnification.  DLB agrees to indemnify, defend and hold the
              Escrow Agent harmless from and against any and all loss, damage,
              tax, liability and expense that may be incurred by the Escrow
              Agent arising out of or in connection with its acceptance





                                       10
<PAGE>   74
              or appointments as Escrow Agent hereunder, including costs and
              expenses of defending itself against any claim or liability in
              connection with its performance hereunder, except as same arise
              from Escrow Agent's gross negligence or willful misconduct.

       (i)    No Taxes.  DLB warrants to the Escrow Agent that there are no
              federal, state or local tax liabilities or filing requirements
              whatsoever concerning the Escrow Agent's actions contemplated
              hereunder, and warrants and represents to the Escrow Agent that
              the Escrow Agent has no duty to withhold or file any report of
              any tax liability under any federal or state income tax, local or
              state property tax, local or state sales or use taxes, or any
              other tax by any taxing authority.  DLB agrees to indemnify the
              Escrow Agent fully for any tax liability, penalties or interest
              incurred by the Escrow Agent arising hereunder and agrees to pay
              in full any such tax liability together with penalty and interest
              if any tax liability is ultimately assessed against the Escrow
              Agent for any reason as a result of its action hereunder (except
              for the Escrow Agent's individual income tax liability arising
              from its income fees).

       (j)    Discharge.  Escrow Agent, after having delivered all of the
              documents, instruments, checks, certificates or agreements
              pursuant to the terms of the Agreement, shall be discharged from
              any further obligation hereunder.

       (k)    Fees.  Escrow Agent's fees shall be charged in accordance with
              its published schedule of fees which is attached hereto as
              Exhibit "D."  The Escrow Agent shall be reimbursed for its fees
              from income earned on the investments and is authorized to
              collect said fees by direct debit.

       (l)    Acceptance.  The Escrow Agent hereby accepts the appointment
              hereunder and acknowledges establishment of the Escrow Account
              and agrees to pledge and hold in pledge all funds deposited in
              the Escrow Account in accordance with the terms of this
              Agreement.

                                     XIII.

       All notices and communications hereunder shall be in writing and shall
be deemed to be duly given if sent by registered or certified mail, return
receipt requested, to the respective





                                       11
<PAGE>   75
address set forth herein.  The Escrow Agent shall not be charged with knowledge
of any fact, including but not limited to, performance or non-performance of
any condition, unless it has actually received written notice thereof from one
of the parties thereto or their authorized representative clearly referring to
this Agreement.  Addresses for notice or communications are as follows:

       Texaco Exploration and               DLB Oil & Gas, Inc.
          Production Inc.                   1601 N.W. Expressway
       P.O. Box 60252                       Suite 700
       New Orleans, LA  70160               Oklahoma City, Oklahoma  73118-1401
       Attn:  Land Manager                  Attn:  Mark Liddell
       Telephone No:                        Telephone No.:(405) 848-8808
       Facsimile No:                        Facsimile No.:(405) 848-9449

       The Chase Manhattan Bank
       270 Park Avenue, 20th Floor
       New York, New York  10017
       Attn: _____________________
       Telephone No: (212) 270-7129
       Facsimile No: (212) ________

Any of the above addresses may be changed from time to time provided
appropriate written notice is given to all other parties.

                                      XIV.

       Neither the existence of this Agreement nor any of the terms or
conditions contained herein shall amend, revise or in any way modify the
obligations, responsibilities and indemnities owed by DLB in and under the
Purchase and Sale Agreement and the Assignment, it being the intent of the
parties that this Agreement shall supplement the Purchase and Sale Agreement
and the Assignment and shall constitute a covenant which shall run with the
Property.





                                       12
<PAGE>   76
                                      XV.

       After December 31, 2016, DLB shall have no further obligations to
deposit monies into the Escrow Account or, in lieu thereof, to plug and abandon
at least twenty (20) wells per calendar year pursuant to the respective
provisions of Section IV and VII hereof.  Expiration of this twenty (20) year
period shall not in any way (i) relieve DLB from any of its liabilities and
obligations under the Purchase and Sale Agreement, the Assignment, the Lease or
with respect to the Abandonment Obligations or (ii) result in a release of
funds to DLB, except as otherwise may be provided herein.

                                      XVI.

       This Agreement may not be changed, altered, modified or amended except
by instrument in writing executed by all parties hereto.

       This Agreement shall be construed, governed and enforced in accordance
with the laws of the State of Louisiana and be binding upon and inure to the
benefit of their respective heirs, legal representatives, and successors.  This
Agreement shall not be assignable by the Escrow Agent, whether in whole or in
part without the express written consent of the other parties to this
Agreement.  This Agreement shall not be assignable by either DLB or TEPI,
whether in whole or in part, without the express written consent of the other.

       This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original whether or not signed by all the parties hereto;
provided, however, this Agreement shall not become effective until this
instrument or a counterpart hereof has been executed by each of the parties
hereto and delivered to the Escrow Agent.





                                       13
<PAGE>   77
                                     XVII.

       Each party hereto, except Escrow Agent, shall provide the Escrow Agent
with its Employer Identification Number as assigned by the Internal Revenue
Service.  Additionally, each party shall complete and return to the Escrow
Agent any and all tax forms or reports required to be maintained or obtained by
the Escrow Agent.

                                     XVIII.

       Unless otherwise agreed to in writing by the parties hereto, this
Agreement shall terminate on the earlier of (a) the fulfillment of all
Abandonment Obligations by DLB or (b) by the mutual agreement of DLB and TEPI
after March 11, 2017.





                                       14
<PAGE>   78
       IN WITNESS WHEREOF, this Escrow Agreement has been executed on the day
and year first written above.


WITNESSES:                         DLB OIL & GAS, INC.


                                   By:
-----------------------------         ----------------------------------
                                   Title:
                                         -------------------------------
-----------------------------      Taxpayer ID#
                                               -------------------------

                                   TEXACO EXPLORATION AND
                                        PRODUCTION INC.


                                   By:
-----------------------------         ----------------------------------
                                   Title:
                                         -------------------------------
-----------------------------      Taxpayer ID#
                                               -------------------------



                                   THE CHASE MANHATTAN BANK


                                   By:
-----------------------------         ----------------------------------
                                   Title:
                                         -------------------------------
-----------------------------      Taxpayer ID#
                                               -------------------------





                                       15
<PAGE>   79
STATE OF LOUISIANA

PARISH OF ORLEANS

       Before me, _________________________, Notary Public, on this day
personally appeared, Mark Liddell, known to me to be the person whose name is
subscribed to the foregoing instrument, and known to me to be President, DLB
Oil & Gas, Inc., a Oklahoma corporation, and acknowledged to me that he
executed said instrument for the purposes and consideration therein expressed,
as the act of said corporation.

       Given under my hand and official seal on this ____ day of __________,
1997,


                                           -----------------------------
                                           Notary Public
                                           Parish of Orleans
                                           State of Louisiana
                                           My Commission Expires:

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



                                       16
<PAGE>   80
STATE OF LOUISIANA

PARISH OF ORLEANS

       Before me, _________________________, Notary Public, on this day
personally appeared, __________________, known to me to be the person whose
name is subscribed to the foregoing instrument, and known to me to be Attorney-
in-Fact of Texaco Exploration and Production Inc., a Delaware corporation, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, as the act of said corporation.

       Given under my hand and official seal on this ____ day of __________,
1997,


                                           -----------------------------
                                           Notary Public
                                           Parish of Orleans
                                           State of Louisiana
                                           My Commission Expires:

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





                                       17
<PAGE>   81
STATE OF
         ----------
COUNTY OF
          ---------

       Before me, _________________________, Notary Public, on this day
personally appeared, __________________, known to me to be the person whose
name is subscribed to the foregoing instrument, and known to me to be
________________, of The Chase Manhattan Bank, and acknowledged to me that he
executed said instrument for the purposes and consideration therein expressed,
as the act of said banking institution.

       Given under my hand and official seal on this ____ day of __________,
1997,


                                           -----------------------------
                                           Notary Public in and to the
                                           State of ________________
                                           County of ______________
                                           My Commission Expires:

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




                                       18

<PAGE>   82





                                   CONTRACTS

                             WEST COTE BLANCHE BAY
                     ST. MARY AND IBERIA PARISH, LOUISIANA




63653            Sublease from William T. Burton to The Texas Company, dated
                 February 15, 1936, recorded in Volume 126, Page 188, Entry No.
                 49,235, Iberia Parish, Louisiana, and Volume 5-F, Page 416,
                 Entry No. 60,211, St.  Mary Parish, Louisiana.

63653            Judgment, dated September 3, 1992, between Sierra Club Legal
                 Defense Fund and Texaco Exploration and Production Inc.

63653            Four Letter Agreements, dated July 1, 1995, between Texaco
                 Exploration and Production Inc. et al and Benton Oil and Gas
                 Company of Louisiana et al relating to, respectively:

                 a)  Coil/Condensate Treating, Handling and Storage Facilities
                 b)  Compressor Facility
                 c)  Disposal Facility
                 d)  Dehydration Facility

63653            Several Compromise Agreements, dated March 1, 1995, between
                 Texaco Exploration and Production Inc. and various Overriding
                 Royalty Owners.  These instruments were recorded in both St.
                 Mary and Iberia Parishes, Louisiana (see attached list).

63653-38R        Compromise Agreement, dated October 15, 1981, between Raymond
                 E. Hankamer et al and Texaco Inc., recorded in Volume 24-U,
                 Page 34, Entry No. 194,130, St. Mary Parish, Louisiana.

63653-40L        Operating Agreement, dated July 1, 1987, between Texaco Inc.,
                 Operator, and Pelham Partners Ltd., Non- Operator, recorded in
                 Volume 37-J, Page 255, Entry No. 246,862, St. Mary Parish,
                 Louisiana.

902137           Global Settlement Agreement, dated February 1, 1994, between
                 Texaco Exploration and Production Inc. and the State of
                 Louisiana et al, recorded in Volume 36-W, Entry No. 244,947,
                 St. Mary Parish, and Volume 1071, Entry No. 94-2838, Iberia
                 Parish, Louisiana.

902137           Several Reservation of Claims agreements between Texaco Inc.
                 et al and various Overriding Royalty Owners (see attached
                 list).
<PAGE>   83
                             WEST COTE BLANCHE BAY
                    ST. MARY AND IBERIA PARISHES, LOUISIANA

COMPROMISE AGREEMENT DATED MARCH 1, 1995 BETWEEN TEXACO EXPLORATION AND
PRODUCTION INC., ET AL AND THE FOLLOWING PARTIES:

<TABLE>
<CAPTION>
                                                                RECORDING
                                       --------------------------------------------------------------
                                            ST. MARY PARISH                     IBERIA PARISH
                                       --------------------------------------------------------------
             PARTIES                   BOOK         PAGE          ENTRY           BOOK          ENTRY
             -------                   ----         ----          -----           ----          -----
<S>                                    <C>          <C>          <C>              <C>          <C>
William E. Shaddock, Jr., et al        37-V         489          248,427          1090         95-2408
Christopher J. Daniel                  38-S         106          251,694          1108          96-910
Joel Wolfe Cowand                      38-S          91          251,693          1108          96-909
Janette Gray McLendon Moss             37-X         653          248,699          1091         95-3074
Nathaniel P. Phillips, Jr.             38-R         598          251,680          1107          96-866
American Association of Petroleum      37-X         668          248,700          1091         95-3075
Geologists Foundation, et al
Amoco Production Company               37-X         636          248,698          1091         95-3076
Irma A. Erickson Trust                 38-S         275          251,704          1108          96-880
Mildred B. Heskett                     38-S         370          251,710          1108          96-886
Succession of Gay Noe McLendon         38-S         320          251,707          1108          96-883
Charlotte Hillyer Dupuy                38-S         305          251,706          1108          96-882
Karen Y. Elliott                       38-S         415          251,713          1108          96-889
Sabine Louisiana Royalty Trust         38-S         355          251,709          1108          96-885
Leslie Claire Newman Trust             38-S         400          251,712          1108          96-888
John D. Wolfe                          38-S         227          251,702          1108          96-918
Gladys J. Averill                      38-R         629          251,682          1108          96-898
Bryan G. Allen                         38-M         369          251,082          1107          96-867
William A. Wilkins, Jr.                38-S         385          251,711          1108          96-887
Succession of Seymour Weiss, et al     38-S         335          251,708          1108          96-884
Charlotte Angus Alexander              38-S         454          251,715          1108          96-891
Robin F. Scully                        38-S         167          251,698          1108          96-914
Mary Lois McIlwain                     38-S         469          251,716          1108          96-892
Ronald T. Monsour, et al               38-M         446          251,087          1107          96-872
Linda Yates Nanney                     38-M         401          251,084          1107          96-869
George W. Schneider, III               38-M         338          251,080          1107          96-864
Susan Schneider King                   38-S         529          251,720          1108          96-896
Kathryn Schneider King                 38-M         431          251,086          1107          96-871
Walter J. Oliphant                     38-M         353          251,081          1107          96-865
William Scully                         38-S         197          251,700          1108          96-916
Haywood H. Hillyer, Jr.                38-S         484          251,717          1108          96-893
Steven Murray Schneider                38-S         514          251,719          1108          96-895
The Bayou Country Trust                38-R         614          251,681          1108          96-897
Alwyn P. King, Jr., Family Trust       38-S         212          251,701          1108          96-917
Mary Louise Warren                     38-S         121          251,695          1108          96-911
A and J Trust, et al                   38-M         541          251,093          1108          96-878
Jennifer J. Jasper                     38-S         499          251,718          1108          96-894
William S. Childress, et al            38-S         242          251,703          1108          96-879
Morris W. Newman                       38-S         290          251,705          1108          96-881
Ray C. Fish Foundation                 38-S         182          251,699          1108          96-915
</TABLE>


                                       1
<PAGE>   84
<TABLE>
<CAPTION>
                                                                RECORDING
                                       --------------------------------------------------------------
                                            ST. MARY PARISH                     IBERIA PARISH
                                       --------------------------------------------------------------
             PARTIES                   BOOK         PAGE          ENTRY           BOOK          ENTRY
             -------                   ----         ----          -----           ----          -----
<S>                                    <C>          <C>          <C>              <C>          <C>
Robert R. Wolfe                        38-R         674          251,685          1108          96-901
Phantor, Ltd.                          38-S          61          251,691          1108          96-907
Joseph S. Glickhauf, Jr.               38-M         461          251,088          1107          96-873
John Glassell, III Trust               38-M         477          251,089          1107          96-874
Adele M. Wolfe                         38-S          16          251,688          1108          96-904
Suzanne Wilkins Kearney                38-R         659          251,684          1108          96-900
Catherine M. Daniel                    38-S         137          251,696          1108          96-912
Barbara Fish Daniel Louisiana          38-S         152          251,697          1108          96-913
Trust Agency
Mrs. Bobby P. Babcock                  38-M         509          251,091          1107          96-876
Mary E. Hodge Fleming                  38-M         493          251,090          1107          96-875
Susan Y. Dulske                        38-M         525          251,092          1107          96-877
Marsha Fleming Eatherton               38-S          76          251,692          1108          96-908
Anna Gray McLendon                     38-S          1           251,687          1108          96-903
Marie Minette Wolfe                    38-R         689          251,686          1108          96-902
H. Brad Fleming, Jr.                   38-R         644          251,613          1108          96-899
Estate of Marjorie R. Holdar           38-M         385          251,083          1107          96-868
Amy Scott McKenzie                     38-S          31          251,689          1108          96-905
J. Carol Jackson                       38-S          46          251,690          1108          96-906
Catherine J. McGowen                   38-M         323          251,079          1107          96-863
John F. Bricker                        39-A         699          253,130          1117         96-5993
Lyle H. Harvey                         39-B          1           253,131          1117         96-5994
E. H. Jackson, III                      N/A                                       N/A
James A. Noe, Jr., et al               38-S         430          251,714          1108          96-890
</TABLE>


                                       2
<PAGE>   85





                                 March 11, 1997




Texaco Exploration & Production Inc.
400 Poydras Street
New Orleans, Louisiana  70130


         RE:     East Hackberry Field, Cameron Parish, Louisiana

         Reference is made to Section 7.1(b)(5) of that certain Purchase, Sale
and Cooperation Agreement by and between Texaco Exploration and Production Inc.
("TEPI") and DLB Oil & Gas, Inc. ("DLB") dated March 11, 1997, whereby, as
additional consideration for the execution of said agreement, as of the
"Effective Date" of the Second Amended Plan of Reorganization dated March 11,
1997, as may be modified or amended (the "Plan"), DLB hereby irrevocably and
unconditionally guarantees to TEPI the performance by WRT Energy Corporation,
as reorganized under the Plan, of all plugging and abandonment of wells located
on the East Hackberry Field, Cameron Parish, Louisiana, State Lease No. 50, as
the same may be affected by the settlement outlined in that certain letter and
term sheet dated March 4, 1997, a copy of which is attached hereto as Exhibit A
and is incorporated herein by reference.

         DLB hereby waives any notice of the incurring or accruing at any time
of any of the liabilities or obligations described above, waives any and all
presentment, demand, protests, notice of nonperformance, nonpayment or other
default with respect to any of the liabilities and waives all pleas or claims
of division or discussion.

         This agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Louisiana.



                                        GUARANTOR:

                                        DLB OIL & GAS, INC.

                                        --------------------------------------
                                        Name:
                                             ---------------------------------
                                        Title:
                                              --------------------------------
                                        Tax ID:
                                               -------------------------------
<PAGE>   86





                             RECEIPT FOR THE CLAIM


                 Texaco Exploration and Production Inc. does hereby acknowledge
receipt of $_________________ from DLB Oil & Gas, Inc. as payment in full for
the sale, assignment and transfer of the Claim pursuant to the Purchase, Sale
and Cooperation Agreement executed in full as of March 11, 1997 between Texaco
Exploration and Production Inc. and DLB Oil & Gas, Inc.

Dated:  March 12, 1997


                                 TEXACO EXPLORATION AND PRODUCTION INC.


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


<PAGE>   87



                    ASSIGNMENT, CONVEYANCE AND BILL OF SALE


STATE OF LOUISIANA

PARISH OF ST. MARY


         KNOW ALL MEN BY THESE PRESENTS, that TEXACO EXPLORATION AND PRODUCTION
INC.,  a Delaware corporation, herein represented by A.N. Duplantis, its duly
authorized Attorney in Fact, whose address is P. O. Box 60252, New Orleans,
Louisiana 70160, Federal Tax ID No. 51-0265713, hereinafter referred to as
"Assignor", for and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged and full acquittance granted therefor, has
granted, sold, conveyed and delivered and does hereby grant, sell, convey and
deliver unto DLB Oil & Gas, Inc., an Oklahoma corporation, herein represented
by Mark Liddell, its President, whose address is  1601 N. W. Expressway, Suite
700, Oklahoma City, Oklahoma 73118-1401, Federal Tax ID No. 73-1358299,
hereinafter referred to as "Assignee", all of Assignor's right, title and
interest in, to and under the following properties, assets, rights and
interests:

1.       Except as constitutes Excluded Assets, (as defined in the Purchase,
         Sale and Cooperation Agreement between Assignor and Assignee, fully
         executed on March 11, 1997, but effective as of January 1, 1997
         ["Agreement"]), that certain oil, gas and mineral lease and other
         interests owned by Assignor in State of Louisiana Lease No.  340 by
         and between the State of Louisiana as grantor and William T. Burton as
         grantee, dated February 7, 1936, and recorded at Vol. 5-F Page 387,
         Entry No. 60,191, St. Mary Parish, and Vol. 126, Page 185, Entry No.
         49,234, Iberia Parish, described on Exhibit "A" attached hereto and
         incorporated herein by reference, INSOFAR AND ONLY INSOFAR AS such
         lease pertains to the lands and depths described in said Exhibit "A"
         and reflected on the plat also made a part of said Exhibit "A"
         hereinafter referred to individually and collectively as "Lease."

2.       Except as constitutes Excluded Assets, (as defined in the Agreement),
         copies of all of the following insofar as the same are attributable
         to, appurtenant to, incidental to, or used for the operation of the
         Assets: (i) all unitization, communitization and pooling designations,
         declarations, agreements and orders covering the Assets, or any
         portion thereof, and the units and pooled or communitized areas
         created thereby; (ii) all lease files, land files, well files, gas and
         oil sales contract files, gas processing files, division order files,
         abstracts, title opinions, core data books, well utility books, field
         production/gauge books, water analysis files, directional survey
         books, the Ivanhoe shorebase facility well and log files, the
         Production Analyst Production Database, the bottom hole pressure
         books, the seismic data received from Western Geophysical unprocessed
         by Assignor relating to the Lease

                                   Page 1

<PAGE>   88
         and all other books, files and records, information and data, relating
         to the Assets (excluding, however, all legal files, attorney-client
         communications or attorney work product, records and documents subject
         to confidentiality provisions, auditor's reports, reserve information
         and reports, economic runs, interpretative structure maps, correlated
         logs, and any interpretive seismic, geochemical, and geophysical
         information and data, or other proprietary information relating
         thereto), hereinafter referred to individually and collectively as the
         "Non Excluded Material".

3.       Except as constitutes Excluded Assets, (as defined in the Agreement),
         all of Assignor's right, title and interest in and to those contracts
         and other agreements listed on Exhibit "B" attached hereto and
         incorporated herein by referenceINSOFAR AND ONLY INSOFAR AS the same
         relate to the Lease, the Equipment and the Wells, hereinafter referred
         to individually and collectively as the "Contracts."

4.       Except as constitutes Excluded Assets, (as defined in the Agreement),
         all of Assignor's right, title and interest in and to all Wells,
         equipment, facilities, including but not limited to tubing, casing,
         wellheads, pumping units, production units, compressors, valves,
         meters, flow lines, tanks, heaters, separators, dehydrators, pumps and
         injection units, disposal facilities, platforms, and the like, which
         are located on the Lease and which are or have been used solely and
         exclusively in connection with the production or treatment of
         Hydrocarbons (as defined in the Agreement) from the Lease or the
         Wells, and all wellbores and the tubing and equipment located therein,
         hereinafter referred to individually and collectively as "Equipment."

5.       Except as constitutes Excluded Assets, (as defined in the Agreement),
         all rights, titles and interests owned by Assignor in all oil and gas
         wells and injection and disposal wells located on the Lease, or used
         or useful in connection therewith, or on lands pooled or unitized
         therewith, or owned by Assignor by virtue of any operating rights
         created by or under any Contract, including, but not limited to, those
         which are active or inactive, productive or non-productive, plugged
         and abandoned or temporarily abandoned, hereinafter referred to
         individually and collectively as "Wells."

The Leases, the Non Excluded Material, the Contracts, the Equipment and the
Wells referred to above are hereinafter sometimes referred to individually and
collectively in the singular as "Assets."

However, this Assignment, Conveyance and Bill of Sale is made and accepted by
Assignee subject to the following additional exceptions, reservations,
covenants, conditions, agreements and stipulations:

1.       This Assignment, Conveyance and Bill of Sale is subject to the
         provisions of that certain Purchase, Sale and Cooperation Agreement
         between Assignor and Assignee, fully executed on March 11, 1997, but
         effective as of January 1, 1997.





                                     Page 2
<PAGE>   89
2.       This Assignment, Conveyance and Bill of Sale is subject to the
         provisions of that certain Escrow Agreement dated March 11, 1997, by
         and among Assignor, Assignee and The Chase Manhattan Bank, a complete
         copy of which is recorded in the records of the parishes of St. Mary
         and Iberia, Louisiana.

3.       This Assignment, Conveyance and Bill of Sale is subject to the
         provisions of that certain Security Agreement and Assignment of
         Production Proceeds dated March 11, 1997, by and between Assignor and
         Assignee.

4.       Assignee hereby assumes the Assumed Obligations (as defined in the
         Agreement) and agrees to hold Assignor free and harmless from any and
         all liability therefor, with the exceptions contained, and as more
         fully described, in the Agreement.

5.       As more fully described in the Agreement, Assignor reserves on behalf
         of its subsidiaries, the preferential right at any time and from time
         to time to purchase all oil and other liquid hydrocarbons produced and
         saved from the Assets.

6.       Global Settlement.

         This Assignment, Conveyance and Bill of Sale is made subject to that
         certain Global Settlement Agreement by and among Texaco Inc., The
         Louisiana Land and Exploration Company, and the State of Louisiana
         ("Global Settlement"), dated February 22, 1994, a complete copy of
         which is recorded at Vol. 36-W, Entry No. 244,947 in the records of
         St. Mary Parish, Louisiana, and Vol. 1071, Entry No. 94-2838, in the
         records of Iberia Parish, Louisiana.  Assignee hereby acknowledges
         receipt of a copy of the Global Settlement.

                 (a)      Unless otherwise indicated, capitalized terms used
                 under this Paragraph 6 have the meaning given them in the
                 Global Settlement, or if not defined in the Global Settlement,
                 as defined in the Agreement.

                 (b)      Assignee acknowledges that the Lease is subject to
                 the Global Settlement and agrees to comply with and assume all
                 obligations arising from and after the Effective Date under,
                 or in any manner related to or created and/or recognized by
                 the Global Settlement insofar only as the same relate to the
                 Lease and the Wells.

                 (c)      Assignee acknowledges that the Lease is subject to
                 the Global Settlement and agrees to notify Assignor in writing
                 within seven (7) days after its receipt of any material
                 communications outside of the ordinary course of business from
                 the Louisiana State Mineral Board ("SMB") relating in any
                 manner to the Assets.  Additionally, except as provided herein
                 with respect to Force Majeure events and Potential Suspending
                 Events, Assignee agrees to give Assignor thirty (30) days
                 written notice prior to initiating any material communication
                 outside of the ordinary course of business and/or docketing of
                 any such matters with the SMB and/or its technical staff
                 relating in any manner to the obligations assumed under





                                     Page 3
<PAGE>   90
                 the Global Settlement and the Lease and the Wells; and
                 Assignee agrees that Assignor, in Assignor's sole discretion,
                 shall have the right in cooperation with Assignee to handle
                 the proposed communication, docketing or presentation of all
                 such matters.  Notice required by this paragraph shall be
                 directed to the attention of Assignor's New Orleans Land
                 Manager at the mailing address Post Office Box 60252, New
                 Orleans, Louisiana 70160.

                 (d)      Notwithstanding anything to the contrary stated
                 above, but except as otherwise provided in the Agreement,
                 Assignee shall not assign, sublease, farmout, convey,
                 transfer, alienate, mortgage, hypothecate, pledge, or
                 otherwise transfer or encumber the rights and interest that it
                 is acquiring hereunder (in whole or in part) without prior
                 written consent of Assignor, which shall not be unreasonably
                 withheld.  Assignor shall have the right to review any further
                 conveyance in whole or in part, and any proposed conveyance
                 contemplated herein. If Assignor does provide its consent to
                 such transaction, Assignor's consent shall not have the effect
                 of waiving this limitation with respect to any future or
                 subsequent transaction(s).  Except as provided in the
                 Agreement, every transaction that is made without Assignor's
                 prior written consent shall be void ab initio; and, even if
                 Assignor's prior written consent is obtained, the transaction
                 shall be void unless it requires that any future or subsequent
                 transaction(s) require Assignor's prior written consent as
                 provided herein.  Further, Assignee is required to furnish
                 Assignor a copy of any conveyance within five (5) days of
                 execution of such conveyance.

                 (e)      Future transactions (including, but not limited to,
                 those transactions identified in subsection (d) of this
                 Paragraph 6 above), shall be void unless they are specifically
                 made subject to this Assignment, Conveyance and Bill of Sale
                 and the Global Settlement and the Burton Sublease, and unless
                 any future successor(s) in interest to the rights (in whole or
                 in part) acquired by Assignee hereunder assumes the
                 obligations of Assignee hereunder; provided, however, that any
                 such transaction shall not relieve Assignor of its previously
                 incurred obligations to Assignee hereunder without Assignee's
                 express written consent.

                 (f)      This assignment is made subject to the entirety of
                 the Global Settlement, including, but not limited to the
                 release obligations under Attachment "B" thereof.  Assignee
                 recognizes that the rights acquired hereunder may be the
                 subject of a release in favor of the State of Louisiana, and
                 that such a release may either be mandatory under the terms of
                 Attachment "B" (where there is no discretion as to which
                 acreage is the subject of a release) or discretionary under
                 the terms of Attachment "B" (where there is some discretion to
                 select the acreage that is the subject of a release).  In the
                 event of a release under the terms of Attachment "B", Assignor
                 and Assignee shall cooperate to achieve a pro rata release of
                 acreage or other mutually acceptable designation of acreage
                 which shall be released.  In the event of a release by
                 Assignor (whether mandatory or discretionary) pursuant to the
                 terms of Attachment "B" that affects the rights acquired by
                 Assignee





                                     Page 4
<PAGE>   91
                 hereunder (in whole or in part), ASSIGNEE SHALL HAVE NO
                 RIGHTS, CLAIMS OR CAUSES OF ACTION AGAINST ASSIGNOR
                 WHATSOEVER.

                 (g)      Assignor shall retain sole responsibility for the
                 completion of the reports required under Attachment "B" of the
                 Global Settlement and the maintenance and retention of any
                 records, data, information, and documents relating to the
                 affected acreage necessary for the completion of such reports,
                 unless and until the Lease, or any portion thereof, is
                 designated by the State Mineral Board as "Nonproducing State
                 Lease Acreage" within the meaning of Attachment "B" of the
                 Global Settlement.  If the Lease, or any part thereof, is so
                 designated by the State Mineral Board, Assignee shall
                 thereupon assume sole responsibility for the completion of the
                 reports required under Attachment "B" with  respect to the
                 Lease, and the maintenance and retention of any records, data,
                 information and documents relating to the affected acreage
                 necessary for the completion of such reports.

                 (h)      Except as otherwise provided in this Assignment,
                 Conveyance and Bill of Sale, the assignment is made subject to
                 the entirety of the Global Settlement, including, but not
                 limited to, Section XI of Attachment "C".

                 (i)      Assignee, its affiliate(s) or subsidiary(ies), shall
                 provide separate written notices to Assignor's New Orleans
                 Land Manager and Comptroller's Department at the mailing
                 address hereinabove set forth in subsection (c) of this
                 Paragraph 6, within ten (10) days after executing an agreement
                 under which an Affiliate of Assignor (including, but not
                 limited to Texaco Trading and Transportation Inc., Texaco Gas
                 Marketing Inc., Texaco Natural Gas Inc. and Bridgeline Gas
                 Distribution LLC) or of Assignee becomes a purchaser of
                 Hydrocarbons produced from the acreage affected by this
                 Assignment, Conveyance and Bill of Sale.

                 (j)      Assignor shall have the right, at its sole option, to
                 calculate and pay royalties to the State of Louisiana and any
                 other royalty or overriding royalty owner under the terms of
                 the agreements listed in subsection (e) of this Paragraph 6,
                 below, attributable to Assignee's interest.  If Assignor has
                 agreed to pay royalty (or overriding royalty under the
                 Hankamer Compromise) on hydrocarbons produced hereunder and
                 if, as a result of Assignee's failure to comply with any
                 provision of Attachment "C" or subsection (i) of this
                 Paragraph 6 above, Assignee or Assignor fails to pay, or fails
                 to cause to be paid, royalty due on such production in
                 accordance with the terms of Attachment "C" (or the overriding
                 royalty under the Hankamer Compromise), Assignee shall hold
                 harmless and indemnify Assignor from and against each and
                 every claim and liability, directly and indirectly, for any
                 and all damages, penalties, attorneys fees and interest which
                 result from the failure to comply.

                 (k)      Assignor makes no representation with respect to the
                 tax effects or implications arising from the fact that the
                 Lease hereunder is subject to the Global Settlement.





                                     Page 5
<PAGE>   92
                 (l)      In addition, Assignee agrees upon the execution of
                 this Assignment, Conveyance and Bill of Sale to comply with,
                 and this Assignment, Conveyance and Bill of Sale shall be
                 specifically subject to, the provisions and obligations stated
                 in the following agreements (as amended or as may, from time
                 to time, be amended) insofar and only insofar as the same
                 relate to the Lease and the Wells:

                                  1)       State Lease No. 340 dated February
                          7, 1936, granted by the State of Louisiana to W. T.
                          Burton.

                                  2)       Sublease dated February 15, 1936,
                          executed by W. T. Burton and The Texas Company (the
                          "Burton Sublease").

                                  3)       Compromise Agreement dated effective
                          October 15, 1981, executed by Raymond E.  Hankamer et
                          al and Texaco Inc. as amended by Agreement with the
                          overriding royalty owners dated effective March 1,
                          1995 or otherwise ("Hankamer Compromise").

                                  4)       Agreement with the overriding
                          royalty owners dated February 22, 1994.

                 (m)      Assignee acknowledges that it is aware that the
                 Assets are subject to certain overriding royalties (in
                 addition to lessor's retained royalty) which burden the Lease.
                 Assignor has completed negotiations with certain  overriding
                 royalty owners and is currently engaged in negotiations with
                 other overriding royalty owners in regard to the method of
                 calculating their overriding royalty required by the Hankamer
                 Compromise. This Assignment, Conveyance and Bill of Sale shall
                 be subject to the provisions of any agreement reached by
                 Assignor with these overriding royalty owners.  Assignor
                 hereby agrees to provide Assignee with copies of those
                 agreements affecting the payment of royalties on acreage
                 subject to this Assignment, Conveyance and Bill of Sale, which
                 have been entered into with the royalty owners (provided
                 Assignor is not contractually restricted from providing such
                 agreements), and also to provide Assignee with any future
                 agreements affecting the payment of royalties on acreage
                 subject to this Assignment, Conveyance and Bill of Sale,
                 entered into between Assignor and the royalty owners, provided
                 Assignor is not contractually restricted from providing such
                 agreements.

                 (n)      Notwithstanding the above, Assignee shall provide
                 Assignor written notice within forty-eight (48) hours
                 (exclusive of Saturday, Sunday and Federal holidays) after the
                 occurrence of a Force Majeure event or a Potential Suspending
                 Event as specified in subsection (c) of this Paragraph 6
                 above.  Assignee agrees that Assignor, in Assignor's sole
                 discretion, shall have the right in cooperation with Assignee
                 to handle the communication, docketing and/or presentation to
                 the SMB of the Force Majeure or Potential Suspending Event.





                                     Page 6
<PAGE>   93
                 (o)      Without limiting in any way Assignor's rights to
                 inspect pursuant to any other contractual relationship between
                 Assignor and Assignee, upon notice to Assignee, Assignor shall
                 have access to the Assets for the express purpose of  visually
                 inspecting the Assets for verification that Assignee is
                 complying with all contractual obligations.

         TO HAVE AND TO HOLD the Assets, together with all and singular the
rights, privileges and appurtenances in anywise belonging thereto, unto
Assignee, its successors and assigns forever, pursuant to and subject to all of
the terms and conditions set forth in this Assignment, Conveyance and Bill of
Sale.

         This Assignment, Conveyance and Bill of Sale shall be effective
January 1, 1997, 7:00 A.M., local time ("Effective Date").

         All the terms and provisions of this Assignment, Conveyance and Bill
of Sale are hereby expressly made subject to all federal, state, and local laws
and to all orders, rules, regulations and standards issued thereunder by all
duly constituted political subdivisions and agencies having jurisdiction.

         THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE IS EXECUTED WITHOUT, AND
ASSIGNOR DOES NOT MAKE ANY, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR
IMPLIED, AS TO TITLE OR THE CONDITION OR STATE OF REPAIR OF THE ASSETS, THEIR
VALUE, QUALITY , MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY USES OR
PURPOSES, NOT AS TO THE CURRENT VOLUME, NATURE, QUALITY, CLASSIFICATION, OR
VALUE OF THE OIL, GAS OR OTHER MINERAL RESERVES THEREUNDER OR COVERED THEREBY,
NOR WITH RESPECT TO ANY APPURTENANCES THERETO BELONGING OR IN ANY WISE
APPERTAINING TO SAID ASSETS, OR OTHERWISE.

         All of the terms, provisions, covenants and agreements herein
contained shall constitute covenants running with the land, and shall extend to
and be binding upon the parties hereto, their respective successors and
assigns.

         Executed on the date set forth below in the acknowledgment, but
effective for all purposes as of the Effective Date.





                                     Page 7
<PAGE>   94



                                        ASSIGNOR:
WITNESSES:                              TEXACO EXPLORATION AND
                                        PRODUCTION INC.

-------------------------               By:
                                           ------------------------------------
                                              Attorney in Fact

-------------------------               Dated:
                                              ---------------------------------


                                        ASSIGNEE:
WITNESSES:                              DLB OIL & GAS, INC.

-------------------------               By:
                                           ------------------------------------
                                              Mark Liddell, President

-------------------------               Dated:
                                              ---------------------------------



                                     Page 8
<PAGE>   95
STATE OF LOUISIANA

PARISH OF ORLEANS







         BEFORE ME, ____________________________, on this day personally
appeared A.N. Duplantis, known to me to be the person whose name is subscribed
to the foregoing instrument, and known to me to be the Attorney-in-Fact of
TEXACO EXPLORATION AND PRODUCTION INC., a Delaware corporation, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said corporation.

 Given under my hand and official seal this _______ day of ______________, 1997.





                                        ---------------------------------------
                                        Notary Public
                                        My Commission Is For Life




STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, ____________________________, on this day personally
appeared Mark Liddell, known to me to be the person whose name is subscribed to
the foregoing instrument, and known to me to be the President of DLB Oil & Gas,
Inc., an Oklahoma  corporation, and acknowledged to me that he executed said
instrument for the purposes and consideration therein expressed, and as the act
of said corporation.

 Given under my hand and official seal this _______ day of ______________, 1997.






                                        ---------------------------------------
                                        Notary Public
                                        My Commission Is For Life






                                     Page 9
<PAGE>   96
                                  EXHIBIT "A"
                           ST. MARY PARISH, LOUISIANA
                            IBERIA PARISH, LOUISIANA


Attached to and made a part of that certain Assignment, Conveyance and Bill of
Sale dated  March 11, 1997, by and between DLB Oil & Gas, Inc. as assignor, and
Texaco Exploration and Production Inc. as Assignee


WEST COTE BLANCHE BAY FIELD

************************************************************

LESSOR:                   STATE OF LOUISIANA - STATE LEASE 340

TEXACO FILE NUMBER:       063653-A

LEASE DATE:               07-FEB-1936

RECORDATION:              Vol.5-F,Pg.387,Entry No.60191,St.Mary Ph.
                          Vol. 126, Pg. 185, Entry No. 49234, Iberia  Ph.


LAND DESCRIPTION:

INSOFAR AND ONLY INSOFAR as to all of the lands, beds and bottoms of the
rivers, creeks, bayous, lakes, lagoons, coves, sounds and inlets, including all
islands, belonging to the State of Louisiana and covered by State Mineral Lease
No.  340, situated in he Parishes of St. Mary and Iberia, State of Louisiana
and being situated or included within the following described boundaries:


Three certain tracts located in West Cote Blanche Bay, Townships 15 and 16
South, Ranges 6 and 7 East, Iberia and St.  Mary Parishes, Louisiana, being
more particularly described as follows:

Tract 1 (587.72 Acres)
Beginning at a point having Coordinates of X = 1,850,173.69 feet and Y =
380,701.90 feet;
Thence South 44 degrees 14 minutes 25 seconds West 2,940.95 feet;
Thence South 08 degrees 06 minutes 04 seconds West 4,245.65 feet;
Thence South 64 degrees 28 minutes 44 seconds West 4,288.83 feet;
Thence South 17 degrees 15 minutes 46 seconds West 4,616.25 feet;
Thence South 44 degrees 29 minutes 21 seconds East 3,284.52 feet;
Thence South 60 degrees 49 minutes 44 seconds East 2,380.67 feet;
Thence North 68 degrees 41 minutes 43 seconds West 5,635.51 feet;




                                      1
<PAGE>   97
Thence North 00 degrees 14 minutes 14 seconds East 4,900.08 feet;
Thence North 41 degrees 02 minutes 15 seconds East 12,098.36 feet;
Thence South 89 degrees 45 minutes 51 seconds East 796.82 feet to the point of
beginning and containing 587.72 acres.

All Coordinates, Bearings and Distances are based on the Louisiana Coordinate
System of 1927 (SOUTH ZONE).

Tract 2(593.33 Acres)
Beginning at a point having Coordinates of X = 1,852,476.86 feet and Y =
380,692.43 feet;
Thence South 38 degrees 53 minutes 08 seconds East 12,201.52 feet;
Thence South 00 degrees 14 minutes 08 seconds West 10,899.99 feet;
Thence North 89 degrees 45 minutes 52 seconds West 620.27 feet;
Thence North 59 degrees 40 minutes 38 seconds East 424.27 feet;
Thence North 14 degrees 13 minutes 09 seconds West 6,241.26 feet;
Thence North 07 degrees 07 minutes 03 seconds West 4,067.46 feet;
Thence North 22 degrees 33 minutes 30 seconds West 3,982.13 feet;
Thence North 23 degrees 13 minutes 32 seconds West 2,615.36 feet;
Thence North 36 degrees 22 minutes 03 seconds West 4,985.64 feet;
Thence South 89 degrees 45 minutes 51 seconds East 191.53 feet to the point of
beginning and containing 593.33 acres.

All Coordinates, Bearings and Distances are based on the Louisiana Coordinate
System of 1927 (SOUTH ZONE).

Tract 3 (120.71 Acres)
Beginning at a point having Coordinates of X = 1,847,140.82 feet and Y =
364,446.01 feet;
Thence North 89 degrees 16 minutes 04 seconds East 1,518.00 feet;
Thence South 77 degrees 26 minutes 56 seconds East 3,746.29 feet;
Thence South 47 degrees 43 minutes 14 seconds East 3,183.92 feet;
Thence North 68 degrees 41 minutes 43 seconds West 8,082.70 feet to the point
of beginning and containing 120.71 acres.

All Coordinates, Bearings and Distances are based on the Louisiana Coordinate
System of 1927 (SOUTH ZONE).





                                       2
<PAGE>   98
                             WEST COTE BLANCHE BAY
                    ST. MARY AND IBERIA PARISHES, LOUISIANA

RESERVATION OF CLAIMS BETWEEN TEXACO INC., ET AL AND THE FOLLOWING PARTIES
(THESE LETTER AGREEMENTS ARE UNRECORDED):

<TABLE>
<CAPTION>
                       PARTIES                                      DATE
                       -------                                      ----
<S>                                                                <C>
Catherine J. McGowen                                               5/11/95
E. H. Jackson III                                                  5/11/95
Christopher J. Daniel                                              6/19/95
Catherine M. Daniel                                                6/19/95
Barbara Fish Daniel Louisiana Trust Agency                         6/19/95
Ray C. Fish Foundation                                             6/19/95
Marie Minette Wolfe                                                5/23/95
Robert R. Wolfe                                                    5/23/95
Adele M. Wolfe                                                     5/23/95
J. Carol Jackson                                                   5/11/95
Amy Scott McKenzie                                                 5/23/95
Marsha Fleming Eatherton                                           5/11/95
Phantor, Ltd.                                                      5/11/95
Susan Y. Dulske                                                    5/11/95
Estate of Marjorie R. Holdar                                       5/11/95
H. Brad Fleming, Jr.                                               5/11/95
Joseph S. Glickhauf, Jr.                                           5/11/95
John Glassell, III Trust                                           5/11/95
Mary E. Hodge Fleming                                              5/11/95
Mrs. Bobby P. Babcock                                              5/11/95
Gladys J. Averill                                                  5/11/95
Robin F. Scully                                                    5/23/95
William Scully                                                     5/23/95
John D. Wolfe                                                      5/23/95
Irma A. Erickson Trust                                             5/11/95
Morris W. Newman                                                   5/23/95
Mildred B. Heskett                                                 5/23/95
Leslie Claire Newman Trust                                         5/23/95
Karen Y. Elliott                                                   5/23/95
Linda Yates Nanney                                                 5/11/95
Ronald T. Monsour, et al                                           5/11/95
Kathryn Schneider King                                             5/11/95
Mary Louise McIlwain                                               5/11/95
Steven Murray Schneider                                            5/11/95
Jennifer J. Jasper                                                 5/11/95
Susan Schneider King                                               5/11/95
George W. Schneider III                                            5/11/95
Walter J. Oliphant                                                 5/11/95
Nathaniel P. Phillips, Jr.                                         5/11/95
The Bayou Country Trust                                            5/11/95
</TABLE>

<PAGE>   99
                    ASSIGNMENT, CONVEYANCE AND BILL OF SALE


STATE OF LOUISIANA

PARISH OF ST. MARY


         KNOW ALL MEN BY THESE PRESENTS, that DLB Oil & Gas, Inc., an Oklahoma
corporation, herein represented by Mark Liddell, its President, whose address
is 1601 N. W. Expressway, Suit 700, Oklahoma City, Oklahoma 73118-1401, Federal
Tax ID No. 73-1358299, hereinafter referred to as "Assignor," for and in
consideration of the sum of TEN AND NO/100 ($10.00) Dollars and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged and full acquittance granted therefor, has granted, sold, conveyed
and delivered and does hereby grant, sell, convey and deliver unto TEXACO
EXPLORATION AND PRODUCTION INC., a Delaware corporation, herein represented by
A. N. Duplanits, its duly authorized Attorney in Fact, whose address is P. O.
Box 60252, New Orleans, Louisiana 70160, Federal Tax ID No. 51- 0265713 ,
hereinafter referred to as "Assignee", all of Assignor's right, title and
interest in, to and under the following properties, assets, rights and
interests:

         1.      That certain oil, gas and/or mineral lease and other interests
                 owned by Assignor in State of Louisiana Lease No. 340 by and
                 between the State of Louisiana, as Grantor, and William T.
                 Burton, as Grantee, dated February 7, 1936, and recorded at
                 Vol. 5-F, Page 387, Entry No. 60,191, St. Mary Parish,
                 Louisiana and Vol. 126, Page 185, Entry No. 49,234, Iberia
                 Parish, Louisiana described on Exhibit "A" attached hereto and
                 incorporated herein by reference, INSOFAR AND ONLY INSOFAR AS
                 such lease pertains to the lands described in said Exhibit "A"
                 and reflected on the plat also made a part of said Exhibit
                 "A," hereinafter referred to individually and collectively as
                 "Lease";

         2.      Those contracts and other agreements listed on Exhibit "B"
                 attached hereto and incorporated herein by reference INSOFAR
                 AND ONLY INSOFAR AS the same relate to the Lease, the
                 Equipment and the Wells), hereinafter referred to individually
                 and collectively as the "Contracts";

         3.      All Wells, equipment, facilities, including but not limited to
                 tubing, casing, wellheads, pumping units, production units,
                 compressors, valves, meters, flow lines, tanks, heaters,
                 separators, dehydrators, pumps and injection units, disposal
                 facilities, platforms, and the like, which are located on the
                 Lease and which are or have been used solely and exclusively
                 in connection with the production or treatment of Hydrocarbons
                 (as defined in the Purchase Agreement) from the Lease or the
                 Wells, and all wellbores and the tubing and equipment located
                 therein, hereinafter referred to individually and collectively
                 as "Equipment";




                                   Page 1
<PAGE>   100
         4.      All oil and gas wells and injection and disposal wells located
                 on the Lease, or used or useful in connection therewith, or on
                 lands pooled or unitized therewith, or owned by Assignor by
                 virtue of any operating rights created by or under any
                 Contract, including, but not limited to, those which are
                 active or inactive, productive or non-productive, plugged and
                 abandoned or temporarily abandoned, hereinafter referred to
                 individually and collectively as "Wells";

         5.      Tank battery 1-A, including all equipment and piping beginning
                 at the header and ending at: i) salt water line leaving
                 treater, and ii) point where LP gas enters suction line,
                 immediately downstream of the sales meter owned by Assignee.
                 This includes separators, treaters, LACT, tanks, lightplant,
                 meters, and all accessories and piping up to the designated
                 exit point; together with two 3 1/2" HP lines running to the
                 dehydration platform;

                 but expressly excluding the production header, one  24" by 10'
                 LP test separator (125 psi WP), currently located on tank
                 battery 1-A and one LP 60" by 15' production separator (250
                 psi WP).

                 The equipment herein assigned located at tank battery 1-A
                 shall include, but not be limited to:

                 1-HP separator for well #868;
                 1-60" by 15' LP production separator for well #720 (presently
                 used for well #261);
                 1-HP separator for well #831;
                 1-LP separator for well #720;
                 1-flare regulator system;
                 3-1500 bbl tanks;
                 1-treater;
                 1-flare separator;
                 3-M8 pumps (two gas, one air);
                 2-electric pumps;
                 1-LACT unit;
                 1-generator with building;
                 1-550 gallon methanol tank;
                 1-350 gallon chemical tank owned by Champion Chemical Company;
                 1-pumpers building: and other miscellaneous piping,
                 connections, fittings, and related equipment, all located on
                 the platform designated as tank battery 1-A, all hereinafter
                 being referred to individually and collectively as the
                 "Facilities"; and

         6.      All files, information, data and records relating to the
                 Assets (excluding, however, all legal files, attorney-client
                 communications or attorney work product, records and documents
                 subject to confidentiality provisions, auditors reports,
                 reserve information and reports, economic runs, interpretative
                 structure maps, correlated logs and any interpretative
                 seismic, geochemical and geophysical information and





                                   Page 2
<PAGE>   101
                 data or other proprietary information related thereto)
                 hereinafter referred to individually and collectively as "Non
                 Excluded Material."

         The Leases, the Contracts, the Equipment, the Wells, the Facilities
         and the Non Excluded Material referred to above are herein sometimes
         referred to individually and collectively as "Assets."

However, this Assignment, Conveyance and Bill of Sale is made and accepted by
Assignee subject to the following additional exceptions, reservations,
covenants, conditions, agreements and stipulations:

         This Assignment, Conveyance and Bill of Sale is subject to the
         provisions of that certain Purchase, Sale and Cooperation Agreement
         between Texaco Exploration and Production Inc. and DLB Oil & Gas,
         Inc., fully executed on March 11, 1997 (the "Purchase Agreement").

         TO HAVE AND TO HOLD the Assets, together with all and singular the
rights, privileges and appurtenances in anywise belonging thereto, unto
Assignee, its successors and assigns forever, pursuant to and subject to all of
the terms and conditions set forth in this Assignment, Conveyance and Bill of
Sale.

         This Assignment, Conveyance and Bill of Sale shall be effective as of
the Effective Date of the Second Amended Joint Plan of Reorganization of WRT
Energy Corporation dated as of March 11, 1997, as that term is defined therein
("Effective Date").

         All the terms and provisions of this Assignment, Conveyance and Bill
of Sale are hereby expressly made subject to all federal, state, and local laws
and to all orders, rules, regulations and standards issued thereunder by all
duly constituted political subdivisions and agencies having jurisdiction.

         THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE IS EXECUTED WITHOUT, AND
ASSIGNOR DOES NOT MAKE ANY, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR
IMPLIED, AS TO TITLE OR THE CONDITION OR STATE OF REPAIR OF THE ASSETS, THEIR
VALUE, QUALITY , MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY USES OR
PURPOSES, NOT AS TO THE CURRENT VOLUME, NATURE, QUALITY, CLASSIFICATION, OR
VALUE OF THE OIL, GAS OR OTHER MINERAL RESERVES THEREUNDER OR COVERED THEREBY,
NOR WITH RESPECT TO ANY APPURTENANCES THERETO BELONGING OR IN ANY WISE
APPERTAINING TO SAID ASSETS, OR OTHERWISE.

         All of the terms, provisions, covenants and agreements herein
contained shall constitute covenants running with the land, and shall extend to
and be binding upon the parties hereto, their respective successors and
assigns.





                                   Page 3
<PAGE>   102
         Executed on the date set forth below in the acknowledgment, but
effective for all purposes as of the Effective Date.


WITNESSES:                              ASSIGNOR:
                                        DLB OIL & GAS, INC.

---------------------------------
                                        By:
                                            -----------------------------------
---------------------------------                      President
                                        Dated:
                                               --------------------------------

WITNESSES:                              ASSIGNEE:
                                        TEXACO EXPLORATION AND
---------------------------------       PRODUCTION  INC.
                                        By:
                                            -----------------------------------
---------------------------------                    Attorney-in-Fact
                                        Dated:
                                               --------------------------------




                                   Page 4
<PAGE>   103
STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, ____________________________, on this day personally
appeared _______________________________, known to me to be the person whose
name is subscribed to the foregoing instrument, and known to me to be the
Attorney-in-Fact of TEXACO EXPLORATION AND PRODUCTION INC., a Delaware
corporation, and acknowledged to me that he executed said instrument for the
purposes and consideration therein expressed, and as the act of said
corporation.

         Given under my hand and official seal this _______ day of
______________, 1997.



                                        --------------------------------------
                                        Notary Public
                                        My Commission Is For Life


STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, ____________________________, on this day personally
appeared Mark Liddell, known to me to be the person whose name is subscribed to
the foregoing instrument, and known to me to be the President of DLB Oil & Gas,
Inc., an Oklahoma corporation, and acknowledged to me that he executed said
instrument for the purposes and consideration therein expressed, and as the act
of said corporation.

         Given under my hand and official seal this _______ day of
______________, 1997.


                                        --------------------------------------
                                        Notary Public
                                        My Commission Is For Life





                                   Page 5
<PAGE>   104
                                  EXHIBIT "A"
                           ST. MARY PARISH, LOUISIANA
                            IBERIA PARISH, LOUISIANA

Attached to and made a part of that certain Assignment, Conveyance and Bill of
Sale dated effective January 1, 1997, by and between., DLB Oil & Gas, Inc.,  as
Assignor, and WRT Energy Corporation, as Assignee.

                                     LEASE

The Lease is to be conveyed subject to the specific reservations shown below.

                         WEST COTE BLANCHE BAY FIELD

********************************************************************************
LESSOR:                   STATE OF LOUISIANA - STATE LEASE 340

TEXACO FILE NUMBER:       063653-A

LEASE DATE:               07-FEB-1936

RECORDATION:              Vol. 5-F, Pg. 387, Entry No. 60191, St. Mary Ph.
                          Vol. 126, Pg. 185, Entry No. 49234, Iberia Ph.

LAND DESCRIPTION:

INSOFAR AND ONLY INSOFAR as to all of the lands, beds and bottoms of the
rivers, creeks, bayous, lakes, lagoons, coves, sounds and inlets, including all
islands, belonging to the State of Louisiana and covered by State Mineral Lease
No.  340, situated in the Parish of St. Mary, State of Louisiana and being
situated or included within the following described boundaries:
Beginning at a point having Coordinates of X = 1,852,315.46 feet and Y =
363,651.30 feet;
Thence North 77 degrees 26 minutes 56 seconds West 3,746.29 feet;
Thence South 89 degrees 16 minutes 04 seconds West 1,517.99 feet;
Thence North 68 degrees 55 minutes 21 seconds West 512.07 feet;
Thence North 60 degrees 49 minutes 44 seconds West 2,380.67 feet;
Thence North 44 degrees 29 minutes 21 seconds West 3,284.52 feet;
Thence North 17 degrees 15 minutes 46 seconds East 4,616.25 feet;
Thence North 64 degrees 28 minutes 44 seconds East 4,288.83 feet;
Thence North 08 degrees 06 minutes 04 seconds East 4,245.65 feet;
Thence North 44 degrees 14 minutes 25 seconds East 2,940.95 feet;
Thence East 2,111.66 feet;
Thence South 36 degrees 22 minutes 03 seconds East 4,985.64 feet;
Thence South 23 degrees 13 minutes 32 seconds East 2,615.36 feet;
Thence South 22 degrees 33 minutes 30 seconds East 3,982.13 feet;
Thence South 07 degrees 07 minutes 03 seconds East 4,067.46 feet;
Thence South 14 degrees 13 minutes 09 seconds East 6,241.26 feet;
Thence South 59 degrees 40 minutes 38 seconds West 424.27 feet;
Thence West 1,710.72 feet;
Thence North 68 degrees 55 minutes 21 seconds West 3,316.25 feet;
Thence North 43 degrees 42 minutes 23 seconds West 166.59 feet;
Thence North 47 degrees 42 minutes 14 seconds West 2,987.32 feet to the point
of beginning and containing 4,590.26
acres, more or less.

All Coordinates, Bearings and Distances are based on the Louisiana Coordinate
System of 1927 (SOUTH ZONE).
<PAGE>   105
INSOFAR AND ONLY INSOFAR as to depths above the stratigraphic equivalent of the
"Rob C Marker", which marker is defined as the correlative point as seen in the
Texaco West Cote Blanche Bay #265 well at a measured depth of 10,575'.





                                       2
<PAGE>   106
                                  FEE SCHEDULE



1.       $5,000.00 fee for establishing the Escrow Account.

2.       .20% per annum of all fixed income investments.

3.       1.00% per annum of all equity investments.



         Said fees to be due and payable as provided in that certain agreement
         entered into between Escrow Agent and DLB establishing the Escrow
         Account.