Sunoco, Inc.
                                                        14550 Torrey Chase Blvd.
                                                        Suite 245
                                                        Houston TX 77014
                                                        281 893 7780

August 27, 1999
TexEast Operating Company

P.O. Box 816009
Dallas, TX 75381-6009
Attn: Mr. Tim Burroughs

Re:      Crude Oil Purchase Agreement
         Sunoco Reference No. 510364

Dear Mr. Burroughs:

Reference  is made to the above  subject  Crude Oil Purchase  Agreement  whereby
Sunoco,  Inc. (R&M) will purchase all of the crude oil and condensate,  produced
from the lease(s) listed on Exhibit "A".

This confirms our  understanding  that by mutual consent said agreement shall be
amended as follows:

Effective September 1, 1999, the Price will be:

         5.  Price.  Sunoco's  posted  price  for East  Texas  Sweet  crude  oil
(currently  Sunoco's Col. 13),  available in Sunoco's  Crude Oil Price  Bulletin
Summary and Exxon's posted price for East Texas Heavy Talco crude oil, available
in Exxon's Crude Oil Price  Bulletin  Summary as published,  modified by the net
adjustment.  Buyer and Seller  agree that for all leases  listed on the attached
Exhibit "A" and any additions thereto during the term of this agreement, the net
adjustment will be computed as set forth in Exhibit "A".

For pricing  purposes,  the oil delivered  during any calendar  month  hereunder
shall be deemed to have been  delivered  in equal daily  quantities  during such
month.

Except as hereby specifically  modified,  all terms and conditions of said Crude
Oil Purchase Agreement shall remain in full force and effect.

Please acknowledge your agreement to this contract by signing below and mailing
or faxing a copy to:
         Sunoco, Inc. (R&M)
         Attn: Darlyne Holt
         14550 Torrey Chase Blvd., Ste. 245
         Houston, TX 77014
         281-893-7780
         FAX: 281-893-7781

If we do not receive a signed copy by mail or FAX within ten (10)  business days
from the date of receipt of this  amendment,  we will take that as  evidence  of
your acceptance of this amendment to the above referenced agreement.

Agreed and accepted this __________ day of 19 ___.

TEXEAST OPERATING CO.                        SUNOCO, INC. (R&M)

By  ____________________________             By (o/s)________________________
                                                       Jay Mick
Title ___________________________            Title:  Crude Oil Representative
                                                     ------------------------
                                             Date: 9-10-99


<PAGE>

<TABLE>

<S>                                                                             <C>   <C>  <C>    <C>       <C>   <C>

------------------------------------------------------------------------------------------------------------------------------------
                                                                EXHIBIT "A"
------------------------------------------------------------------------------------------------------------------------------------
TEXEAST OPERATING COMPANY
------------------------------------------------------------------------------------------------------------------------------------

COFA - 510364                                                                                                    revised 09/01/99
------------------------------------------------------------------------------------------------------------------------------------
EFF.        SUNOCO                                                          QUALITY       TRAN.       NET
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
DATE        PROP#      LEASE NAME        FIELD      COUNTY/STATE OPERATOR      ADJ.  (-)  ADJ.*  (=)  ADJ.    +   POSTED PRICE
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
10/01/96  0067950000 HAGANSPORT UNIT     TALCO      FRANKLIN/TX  RGP       ($1.25)       $0.00       ($1.25)     EXXON E TEX HVY
                                                                                                                 TALCO**
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
10/01/96  4058430000 EARL LEE UNIT       EARL LEE   WOOD/TX      RGP       ($1.25)       $0.00       ($1.25)     EXXON E TEX HVY
                                                                                                                 TALCO**

--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
03/01/97  0122000000 CANTOS (10579)      PINE MILLS WOOD/TX      TEXEAST   $1.25)        $0.00       ($1.25)     EXXON E TEX HVY
                                         (WOODBINE)                                                              TALCO**
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
EFF.      SUNOCO                                                           TEMPORARY     TRAN.       NET
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
DATE      PROP#      LEASE NAME          FIELD      COUNTY/STATE OPERATOR  MKTG.      (-)  ADJ*   (=) ADJ.    +  POSTED PRICE
                                                                           ADJ.
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
06/01/97  0129330000 BETHANY NE          BETHANY NE PANOLA/TX    RGP       $1.55         $0.00       $1.55       EAST TEXAS SWEET
                     WATERFLOOD                                                                                  (COL 13)*
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
10/01/98  0129330000 PROTHRO             EAST TEXAS GREGG/TX     RGP       $1.55         $0.00       $1.55       EAST TEXAS SWEET
                                                                                                                 (COL 13)*
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
07/01/98  0133540000 FLORENCE            EAST TEXAS GREGG/TX     RGP       $1.55         $0.00       $1.55       EAST TEXAS SWEET
                                                                                                                 (COL 13)*
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
11/01/98  0133520000 ROY H LAIRD BLOCK   EAST TEXAS GREGG/TX     RGP       $1.55         $0.00       $1.55       EAST TEXAS SWEET
                     122                                                                                         (COL 13)*
------------------------------------------------------------------------------------------------------------------------------------
*AS POSTED IN SUNOCO'S CRUDE OIL PRICE BULLETIN SUMMARY
------------------------------------------------------------------------------------------------------------------------------------
**AS POSTED IN EXXON'S MONTHLY CRUDE OIL PRICE BULLETIN MINUS THE QUALITY ADJUSTMENT
------------------------------------------------------------------------------------------------------------------------------------


</TABLE>



<PAGE>


                                            Sunoco, Inc.
                                            14550 Torrey Chase Blvd. Suite 245
                                            Houston TX 77014
                                            281 893 7780

August 20, 1999
TBX
Fax:  972-243-2066
Attn: Matt Davis

DEAL CONFUMATION.

Re:  New Deal - East Texas

Dear Matt:

Sunoco, Inc. (R&M) confirms the following deal:

           COUNTY/STATE             IMA             POSTED PRICE
           ------------             ---             ------------
All        Gregg, Panola/Tx         $1.55           Sunoco's East Texas Sweet
All        Hopkins/Tx               ($1.25)         Exxon East Texas Talco
           Wood/Tx                  ($1.25)         Exxon East Texas Talco
           Franklin/Tx              ($1.25)         Exxon East TexasTalco

Sunoco agrees to an initial term of one (1) month,  commencing.  on September 1,
1999, and then month to month thereafter, unless terminated by either party upon
written notice.

If you have any questions, please contact me at 291-893-7786. Thank you for your
business.

Sincerely,

/s/ Jay Mick
----------------------------
Jay Mick
Crude Oil Representative


<PAGE>


                                              Sunoco, Inc.
                                              14550 Torrey Chase Blvd. Suite 245
                                              Houston TX 77014
                                              281 893 7780

July 30, 1999
Texeast Operating Company
Attn: Tim Burroughs

P.O. Box &160"
Dallas, TX 75381-6009

FAX#: (972) 243-2066

RE: Sun Crude Oil Purchase Agreement #510364

Please  accept  this  letter  as  formal  notice  of  cancellation  of the above
contract, effective 9/1/99 subject to renegotiation.

Should you have any questions, please feel free to call.

Sincerely,

/s/  Jay Mick
-------------------------
Jay Mick
Maketing Representative


<PAGE>


                                              Sunoco, Inc.
                                              14550 Torrey Chase Blvd. Suite 245
                                              Houston TX 77014
                                              281 893 7780

                          CRUDE OIL PURCHASE AGREEMENT

                            SUN REFERENCE NO. 5103 64

         This  agreement,  made and  entered  into as of this 1st day of October
1996, by and between "Buyer" and "Seller" as follows:

Buyer:                                     Seller:
Sun Company, Inc. (R&M)                    TexEast Operating Company, Inc.
("SUN")                                    P.O. Box 816009
P. 0. Box 2039                             Dallas, Tx 75381-6009
Tulsa, OK 74102
                                   WITNESSETH:

         WHEREAS,  Seller  owns or is  authorized  to sell all of the volumes of
crude oil and condensate  produced from the properties  described in Exhibit "A"
attached hereto, and

         WHEREAS,  Buyer  desires to  purchase  and  receive  said crude oil and
condensate  and Seller desires to sell and deliver said crude oil and condensate
in accordance with the terms of this agreement;

         1. Sale and Purchase.  Subject to the provisions  hereof,  Seller shall
sell to Buyer and Buyer  shall  purchase  from  Seller  all of the crude oil and
condensate  produced  from the  properties  described  in Exhibit  "A"  attached
hereto. Seller hereby commits and dedicates to the performance of this agreement
all of the crude oil and  condensate  produced  from the  lease(s)  included  on
Exhibit "A" attached hereto.  The parties hereto,  by mutual consent,  may amend
this agreement at any time to include additional properties to Exhibit "A".

         2. Term.  This agreement  shall remain in effect for an initial term of
six (6)  months,  commencing  on  October  1,  1996  and  from  month  to  month
thereafter,  unless and until  terminated  by either party upon  written  notice
thereof given thirty (30) days in advance of the end of the primary term of this
agreement or any extension thereof.

         3. Delivery Point. Delivery shall take place and title shall pass  from
the  Seller to the Buyer  when the crude oil  passes  the  outlet  flange of the
Seller's  lease  facility  to  the  receiving  equipment  of  Buyer  or  Buyer's
designated agent.

         4. Warranty of Title and Authority to Sell.  Seller hereby warrants and
guarantees  that the title to the  portion  of the crude oil sold and  delivered
hereunder  which  is  owned  by  Seller  is free  and  clear  of all  liens  and
encumbrances and warrants that as to the remaining portion of the crude oil sold
and delivered  hereunder  Seller has the right and authority to sell and deliver
said  crude oil for the  benefit  of the true  owners  thereof.  Seller  further
warrants that the crude oil has been produced,  handled,  and transported to the
delivery point hereunder,  in accordance with the laws, rules and regulations of
all governmental  authorities having jurisdiction thereof Seller shall indemnify
and hold Buyer  harmless  from and against any and all cost,  damage and expense
suffered  and incurred by reason of any failure of the title so warranted or any
inaccuracy in the  representation  of Seller's  right and authority to sell said
crude oil made herein.

         5. Edge. Exxon's posted price for East Texas Heavy crude oil, available
in Exxon's Crude Oil Price  Bulletin  Summary as published,  modified by the net
adjustment.  Buyer and Seller  agree that for all leases  listed on the attached
Exhibit "A" and any additions thereto during the term of this agreement, the net
adjustment will be computed as set forth in Exhibit "A". The temporary marketing
adjustment  currently equals  forty-three cents ($0.43) per barrel.  For pricing
purposes,  the oil delivered  during any given calendar month hereunder shall be
deemed to have been delivered in equal daily quantities during such month.

         6. Manner of Payment.  Subject to verification  of deliveries,  payment
for crude oil sold and  delivered  shall be made by check on or about the twelve
(12th) day of the month  following the month of delivery.  Payment shall be made
to the Seller utilizing Buyer's Division Order excluding taxes.

         7. Taxes.  Buyer is hereby  authorized  to withhold  from the  proceeds
allocable  to the sale and delivery of crude  hereunder  the amount of severance
taxes levied by State and Federal Agencies.

         8.  Prevailing  Document.  In  the event of any  conflict  between  the
     provisions of this agreement and the provisions of any applicable  division
     order executed in accordance with the terms hereof,  the provisions of this
     agreement shall control.

         9.  Quality  Requirements.  If the crude oil shall not meet East  Texas
Heavy  requirements at the delivering  point, then Buyer shall have the right to
terminate  this Crude Oil Purchase  Agreement by giving thirty (30) days written
notice.

        10.  General  Provisions.  The   General  Provisions  attached  to  this
     agreement are made a part of this agreement.

                        ALL SIGNATURES MUST BE WITNESSED

                                              SUN COMPANY, INC. (R&M)
Witness

                                              By_______ /s/ _________________
                                                                 Mark Sleeper

_____ /s/ ___________________
Daniel Ballard
                                              Title: Crude Oil Representative
                                                                Date 10/22/96

                                              TEXEAST OPERATING COMPANY INC.
Witness:
                                              By_______ /s/ __________________
______/s/_____________________
                                              Title_______(President)_________



<PAGE>

<TABLE>

<S>                                                     <C>          <C>             <C>         <C>        <C> <C>

-----------------------------------------------------------------------------------------------------------------------------------
                                   EXHIBIT "A"
TEXEAST OPERATING COMPANY
-------------------------------------------------------------------- --------------- -- -------- -- -------- -- -------------------
COFA - 510364
-------------------------------------------------------------------- --------------- -- -------- -- -------- -- -------------------
                                                                                                                 revised 11/01/98
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
                                                                      TEMPORARY          TRAN.       NET
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
DATE          PROP#        LEASE NAME          FIELD    COUNTY/STATE MKTG. ADJ.      -  ADJ.     =  ADJ.        POSTED PRICE
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
10/01/96      0067950000   HAGANSPORT UNIT     TALCO    FRANKLIN/TX  $0.43              $0.00       $0.43       EXXON E TEX HVY
                                                                                                                TALCO**

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

</TABLE>




<PAGE>



                             SUN COMPANY, INC. (R&M)

                             COPA GENERAL PROVISIONS

         1.  Existing Laws. This Agreement will be governed by existing laws  of
the State of Texas.


         2.  Force  Majeure.  Neither  party  shall be  liable  to the other for
failure or delay in making or accepting  deliveries hereunder to the extent that
such failure or delay may be due to compliance with acts, orders, regulations or
requests of any federal,  state or local civilian or military  authority or as a
result of insurrections,  wars, rebellion,  riots, strikes,  labor difficulties,
action of the elements,  disruption or breakdown of production or transportation
facilities,  or any  other  cause,  whether  or not of the  same  class or kind,
reasonably beyond the control of such party.

         3.  Quality  and  Measurement.  Seller  warrants  that  all  crude  oil
purchased  hereunder  shall be of merchantable  quality (that is,  unaltered and
uncontaminated  by any foreign  substances or chemicals not normally  associated
with oil) and suitability shall be determined within the Buyer's exclusive, good
faith opinion.  Quantities of oil delivered  hereunder  shall be determined by a
method of measurement generally accepted within the industry including,  but not
limited to, the use of automatic measuring  equipment,  tank gauges on 100% tank
table basis,  and certified  truck gauges and meters.  Meters shall be proven in
accordance with the latest American Petroleum Institute standards.  Volume shall
be  measured  in  barrels  of  forty-two  (42)  U.S.  Gallons  as  adjusted  for
temperature  to 60 degrees  Fahrenheit,  less  deductions for basic sediment and
water and other impurities determined according to applicable API practices. Oil
containing  basic sediment and water in excess of the quantity  permitted by the
carrier's tariff shall be treated by Seller to render it merchantable. Tests for
quality  shall  be made at  regular  intervals  by  Buyer  or  Buyer's  Agent in
accordance with recognized procedures. Each party shall have the right to have a
representative  present to witness all tests and measurements but in the absence
of either  party's  representative,  the  results of the tests and  measurements
performed by the Buyer shall be deemed to be conclusive.

         4  Waiver.  Failure  by  either  party  to  object  to any  failure  of
performance  by the other party of any  provision  of this  Agreement  shall not
constitute a waiver of, or estoppel against,  the right of such party to require
such performance by the other. Nor shall any such failure to object constitute a
waiver or estoppel with respect to any succeeding failure of performance.

         5. Assignment.  This Agreement shall  not be assignable by either party
without the prior written consent of the other. Any attempted assignment without
such consent shall be void.

          6.  Compliance  with Laws.  Each party agrees that the  performance of
this contract  shall comply with all applicable  state,  federal and local laws.
Each party shall supply evidence of compliance, if required.

         7.  Security.  If,  in the  reasonable  opinion  of either  party,  the
financial   responsibility  of  the  other  party  is  or  becomes  impaired  or
unsatisfactory, or if the other party fails to make any payment or delivery when
required,  the  requesting  party may  require  satisfactory  security to secure
performance or payment or both, whether by way of stand-by or documentary letter
of credit,  guaranty,  advance  payment,  or  otherwise.  Failure to provide the
required security shall constitute a material breach of the Agreement  entitling
the requesting party to cancel or suspend its delivery  obligation and to offset
any  payments or  deliveries  due the other party under this  Agreement or other
Agreements between the two parties.

         8. Damages. The parties agree that in the event of a material breach of
this  Agreement  resulting  from a repudiation  of an obligation or a failure to
deliver or receive all or a material  portion of the  required  quantities,  the
non-breaching   party   shall  be   entitled   to  recover   contract   damages,
administrative  costs for any cover or resale and any other costs  including but
not limited to court costs and reasonable legal fees incurred in recovering such
damages.


<PAGE>



         9. Default.  If the Seller fails to sell and deliver or the Buyer fails
to take delivery of or pay the purchase  price for all of the Oil required to be
sold and delivered by the terms of this  Agreement;  or if either party fails to
establish  any letter of credit  required  elsewhere  in this  Agreement;  or if
either party becomes insolvent  (defined for the purposes hereof as a failure to
meet  its  obligations  as they  become  due);  files a  voluntary  petition  in
bankruptcy, or seeks reorganization,  receivership, or arrangements with respect
to  its  debts;  files  an  answer  admitting  any  material  allegation  of any
insolvency  petition filed pursuant to any insolvency  act,  whether  federal or
state;  applies for,  consents to, or fails to obtain the dismissal or discharge
of an order for the  appointment  of a receiver or trustee  for any  substantial
part of its  property  or assets;  or,  fails to  satisfy or to appeal  from any
material  judgment or  attachment  within 30 days from the date of entry;  or if
either  commits any other  material  breach of the terms of this  Agreement  and
fails to promptly  cure such breach after notice by the other party,  that party
shall be in  default.  In any such  event the other  party may cancel or suspend
deliveries or receipts or cancel this  Agreement and offset any payments due the
other party under this agreement or other agreements between the two parties and
may do so  without  prejudice  to any claim for  damages  or any other  right or
remedy under this Agreement or applicable law.

         10.  Integration  and Amendments.  This Agreement,  embodies the entire
understanding  of the  parties  hereto and  supersedes  all prior  negotiations,
understandings  and  agreements  between them with respect to the entire  matter
hereof. The provisions hereof may be waived,  supplemented or amended only by an
instrument in writing signed by a duly authorized  representative of each of the
parties hereto.

         11.  Severability.  If any portion of this Agreement should be adjudged
illegal or  unenforceable,  the remainder of this Agreement shall continue to be
enforceable if commercially reasonable.

         12.  Notices.  All notices,  statements or other  communications  to be
given,  submitted  or made by either  party to the other  shall be  sufficiently
given if in writing  and sent by air mail,  postage  prepaid,  or by  telegraph,
telex,  radio or cable to the address of such other party as  specified  on page
one of this  Agreement.  Either party may change its address for the purpose set
forth in this  paragraph  upon giving  fifteen (15) days prior written notice to
the other party.

TEXEAST OPERATING COMPANY, INC. COPA 4 510364

<PAGE>

                               INDEMNITY AGREEMENT

         WHEREAS, TBX Resources, Inc. is a Texas corporation and  has  an active
Board of Directors.

         WHEREAS, TBX Resources,  Inc. desires to indemnify and hold each member
of the board of directors  individually and  collectively  harmless from any and
all  liability  and  expenses  arising out of the exercise of their duties under
Texas law as a director of a Texas Corporation.

         NOW,  THEREFORE,  in  consideration  of TBX Resources,  Inc., for value
received  and other good  consideration,  the receipt  and  adequacy of which is
hereby acknowledged,  TBX Resources, Inc., hereby indemnifies and holds harmless
each  member  of the  director  of a Texas  corporation  absent  fraud  or gross
misconduct on the part of each director from any liability and expenses  arising
the  exercise  of  their  duties  under  Texas  law  as a  director  of a  Texas
corporation absent fraud or gross misconduct on the part of each director.

         Said indemnification shall apply only during the term of office of each
director.

         NOW,  THEREFORE,  the  president  of  TBX  Resources,  Inc.  is  hereby
authorized  to  execute  an  individually  indemnification  agreement  with each
director upon their election to the Board of Directors.

         IN WITNESS  WHEREOF,  the  undersigned has duly executed this Indemnity
Agreement as of this the 21st day of May, 1999


                                        TBX RESOURCES, INC.


                                        /s/
                                        ---------------------------
                                        Timothy Burroughs, Director


                                        /s/
                                        ----------------------------
                                        Christine Coley, Director