ex_10-1.htm


    Exhibit
      10.1

     

     

     

    
 

    
      
 

      PURCHASE
        AND SALE AGREEMENT

      


      BY
        AND BETWEEN

       

      RAVEN
        RESOURCES, LLC, AS SELLER

       

      AND

       

      LEGACY
        RESERVES OPERATING LP, AS BUYER

       

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      TABLE
        OF
        CONTENTS

      

                                                                                                                                                                                                                                                                         
          PAGE


        
          
            
              
                
                  
                    	
                            1.

                          	
                            SALE
                              AND PURCHASE OF THE ASSETS.

                          	
                            1

                          
	
                            1.1

                          	
                            Acquired
                              Assets

                          	
                            1

                          
	
                            1.2

                          	
                            Assumed
                              Liabilities

                          	
                            2

                          
	
                            2.

                          	
                            PURCHASE
                              PRICE.

                          	
                            3

                          
	
                            2.1

                          	
                            Purchase
                              Price

                          	
                            3

                          
	
                            2.2

                          	
                            Deposit.

                          	
                            3

                          
	
                            2.3

                          	
                            Adjustments
                              to the Base Purchase Price

                          	
                            3

                          
	
                            2.4

                          	
                            Allocation

                          	
                            4

                          
	
                            3.

                          	
                            CLOSING.

                          	
                            4

                          
	
                            3.1

                          	
                            Closing

                          	
                            4

                          
	
                            3.2

                          	
                            Delivery
                              by Seller

                          	
                            5

                          
	
                            3.3

                          	
                            Delivery
                              by Buyer

                          	
                            5

                          
	
                            3.4

                          	
                            Further
                              Cooperation

                          	
                            5

                          
	
                            4.

                          	
                            ACCOUNTING
                              ADJUSTMENTS.

                          	
                            6

                          
	
                            4.1

                          	
                            Closing
                              Adjustments

                          	
                            6

                          
	
                            4.2

                          	
                            Strapping
                              and Gauging.

                          	
                            6

                          
	
                            4.3

                          	
                            Taxes

                          	
                            6

                          
	
                            4.4

                          	
                            Post-Closing
                              Adjustments

                          	
                            7

                          
	
                            4.5

                          	
                            Suspended
                              Funds

                          	
                            7

                          
	
                            4.6

                          	
                            Audit
                              Adjustments

                          	
                            8

                          
	
                            4.7

                          	
                            Cooperation

                          	
                            8

                          
	
                            5.

                          	
                            DUE
                              DILIGENCE: TITLE MATTERS.

                          	
                            8

                          
	
                            5.1

                          	
                            General
                              Access

                          	
                            8

                          
	
                            5.2

                          	
                            Defensible
                              Title

                          	
                            8

                          
	
                            5.3

                          	
                            Defect
                              Letters.

                          	
                            10

                          
	
                            5.4

                          	
                            Effect
                              of Title Defect

                          	
                            12

                          
	
                            5.5

                          	
                            Preferential
                              Rights and Consents.

                          	
                            13

                          
	
                            6.

                          	
                            ENVIRONMENTAL
                              ASSESSMENT.

                          	
                            15

                          
	
                            6.1

                          	
                            Physical
                              Condition of the Assets

                          	
                            15

                          
	
                            6.2

                          	
                            Inspection
                              and Testing.

                          	
                            15

                          
	
                            6.3

                          	
                            Notice
                              of Adverse Environmental Conditions

                          	
                            16

                          
	
                            6.4

                          	
                            Rights
                              and Remedies for Adverse Environmental Conditions.

                          	
                            17

                          
	
                            6.5

                          	
                            Remediation
                              by Seller

                          	
                            18

                          
	
                            7.

                          	
                            REPRESENTATIONS
                              AND WARRANTIES OF SELLER.

                          	
                            19

                          
	
                            7.1

                          	
                            Seller’s
                              Representations and Warranties

                          	
                            19

                          
	
                            7.2

                          	
                            Scope
                              of Representations of Seller.

                          	
                            21

                          
	
                            8.

                          	
                            REPRESENTATIONS
                              AND WARRANTIES OF BUYER.

                          	
                            22

                          
	
                            8.1

                          	
                            Buyer’s
                              Representations and Warranties

                          	
                            22

                          
	
                            9.

                          	
                            CERTAIN
                              AGREEMENTS OF SELLER

                          	
                            23

                          
	
                            9.1

                          	
                            Maintenance
                              of Assets

                          	
                            23

                          
	
                            9.2

                          	
                            Records

                          	
                            24

                          
	
                            9.3

                          	
                            Audit
                              Rights.

                          	
                            25

                          


                  

                

                 

                
                  
                     

                  

                  
                    Page
                      i

                    
                      

                    

                  

                  
                     

                  

                

                 

                
                  	
                          10.

                        	
                          CERTAIN
                            AGREEMENTS OF BUYER

                        	
                          25

                        
	
                          10.1

                        	
                          Plugging
                            Obligation

                        	
                          25

                        
	
                          10.2

                        	
                          Plugging
                            Bond

                        	
                          25

                        
	
                          10.3

                        	
                          Seller’s
                            Logos

                        	
                          25

                        
	
                          10.4

                        	
                          Like-Kind
                            Exchanges

                        	
                          26

                        
	
                          11.

                        	
                          CONDITIONS
                            PRECEDENT TO OBLIGATIONS OF BUYER

                        	
                          26

                        
	
                          11.1

                        	
                          No
                            Litigation

                        	
                          26

                        
	
                          11.2

                        	
                          Representations
                            and Warranties

                        	
                          26

                        
	
                          12.

                        	
                          CONDITIONS
                            PRECEDENT TO THE OBLIGATIONS OF SELLER

                        	
                          26

                        
	
                          12.1

                        	
                          No
                            Litigation

                        	
                          26

                        
	
                          12.2

                        	
                          Representations
                            and Warranties

                        	
                          26

                        
	
                          13.

                        	
                          TERMINATION.

                        	
                          26

                        
	
                          13.1

                        	
                          Causes
                            of Termination

                        	
                          26

                        
	
                          13.2

                        	
                          Effect
                            of Termination.

                        	
                          27

                        
	
                          14.

                        	
                          INDEMNIFICATION.

                        	
                          28

                        
	
                          14.1

                        	
                          Indemnification
                            by Seller

                        	
                          28

                        
	
                          14.2

                        	
                          Indemnification
                            by Buyer

                        	
                          30

                        
	
                          14.3

                        	
                          Physical
                            Inspection

                        	
                          30

                        
	
                          14.4

                        	
                          Notification

                        	
                          31

                        
	
                          15.

                        	
                          MISCELLANEOUS.

                        	
                          31

                        
	
                          15.1

                        	
                          Casualty
                            Loss.

                        	
                          31

                        
	
                          15.2

                        	
                          Confidentiality.

                        	
                          32

                        
	
                          15.3

                        	
                          Notices

                        	
                          32

                        
	
                          15.4

                        	
                          Press
                            Releases and Public Announcements

                        	
                          33

                        
	
                          15.5

                        	
                          Compliance
                            with Express Negligence Test

                        	
                          33

                        
	
                          15.6

                        	
                          Governing
                            Law

                        	
                          33

                        
	
                          15.7

                        	
                          Exhibits

                        	
                          33

                        
	
                          15.8

                        	
                          Fees,
                            Expenses, Taxes and Recording.

                        	
                          34

                        
	
                          15.9

                        	
                          Assignment

                        	
                          34

                        
	
                          15.10

                        	
                          Entire
                            Agreement

                        	
                          34

                        
	
                          15.11

                        	
                          Severability

                        	
                          34

                        
	
                          15.12

                        	
                          Captions

                        	
                          35

                        
	
                          15.13

                        	
                          Time
                            of the Essence

                        	
                          35

                        
	
                          15.14

                        	
                          Counterpart
                            Execution

                        	
                          35

                        


                

              

            

          

        

        


        
          
             

          

          
            Page
              ii

            
              

            

          

          
             

          

        

      

    

     

    
      EXHIBITS

      

        
          
            
              	
                      1.1(A)

                    	
                      Oil
                        and Gas Leases and Land

                    
	
                      2.4

                    	
                      Allocation

                    
	
                      3.2(A)

                    	
                      Form
                        of Assignment and Bill of Sale

                    
	
                      7.1(E)

                    	
                      AFE’s

                    
	
                      7.1(G)

                    	
                      Pending
                        Litigation

                    
	
                      7.1(K)

                    	
                      Material
                        Agreements

                    
	
                      7.1(L)

                    	
                      Consents
                        and Preferential Purchase Rights

                    
	
                      7.1(M)

                    	
                      Gas
                        Imbalances

                    


            

          

        

      

    

     

    
      
         

      

      
        Page
          iii

        
          

        

      

      
         

      

    

     

    
      PURCHASE
        AND SALE AGREEMENT

       

      This
        Purchase and Sale Agreement (this “Agreement”) is entered into this 11th day of
        July, 2007,
        but effective as of 7:00 a.m. (Central Time) on July 1, 2007 (the “Effective
        Time”), by and between Raven Resources, LLC, an Oklahoma limited liability
        company, (“Seller”) and Legacy Reserves Operating LP, a Delaware limited
        partnership (“Buyer”), a wholly-owned subsidiary of Legacy Reserves LP, a
        Delaware limited partnership. Buyer and Seller are collectively referred
        to
        herein as the “Parties” and sometimes individually referred to as a
“Party.”

       

      RECITALS:

       

      
        	
                A.

              	
                Seller
                  desires to sell to Buyer certain oil, gas and mineral properties
                  and other
                  assets on the terms and conditions set forth in this
                  Agreement.

              


      

       

      
        	
                B.

              	
                Buyer
                  desires to purchase from Seller such oil, gas and mineral properties
                  and
                  other assets on the terms and conditions set forth in this
                  Agreement.

              


      

       

      WITNESSETH:

       

      In
        consideration of the mutual agreements contained in this Agreement, Buyer
        and
        Seller agree as follows:

       

      1.           SALE
        AND PURCHASE OF THE ASSETS.

       

      1.1           Acquired
        Assets.  Subject
        to the terms and conditions of this Agreement, Seller agrees to sell, convey
        and
        deliver to Buyer and Buyer agrees to purchase, acquire and assume from Seller
        the following (collectively, the “Assets”):

       

      
        	
                (A)

              	
                All
                  of Seller’s right, title, interest and obligations in, to and under the
                  oil and gas leases described in Exhibit 1.1(A) attached hereto (the
                  “Leases”), covering the land described in Exhibit 1.1(A) (the
                  “Land”), whether or not such interests or land are accurately or
                  completely described on Exhibit 1.1(A), and all of Seller’s oil and
                  gas leasehold or other interests in the Lands, together with all
                  the
                  property and rights incident thereto, including without limitation
                  Seller’s rights and obligations in, to and under all operating agreements;
                  pooling, communitization and unitization agreements; farmout agreements;
                  joint venture agreements; product purchase and sale contracts;
                  transportation, processing, treatment or gathering agreements;
                  leases;
                  permits (the “Permits”); rights-of-way (the “Rights-of-Way”); surface use
                  agreements; surface leases; easements (the “Easements”); licenses;
                  options; declarations; orders; contracts; and instruments in any
                  way
                  relating to the Leases;

              


      

       

      
        
           

        

        
          Page
            1

          
            

          

        

        
           

        

      

       

      
        	
                (B)

              	
                All
                  of Seller’s right, title and interest in and to the wells (“Wells”)
                  situated on or used in conjunction with operations on the Leases
                  and Land
                  or on land pooled, communitized or unitized therewith (“Pooled Land”),
                  together with all of Seller’s interests in and to all of the personal
                  property, fixtures, improvements and other property, whether real,
                  personal or mixed, now or as of the Effective Time on, appurtenant
                  to or
                  used or obtained by Seller in connection with the Leases, Land,
                  Pooled
                  Land or Wells or with the production, injection, treatment, sale
                  or
                  disposal of hydrocarbons and all other substances produced therefrom
                  or
                  attributable thereto (collectively, the “Equipment”), including, without
                  limitation, producing and non-producing wells, injection wells,
                  disposal
                  wells, water supply wells, well equipment, casing, tubing, tanks,
                  generators, boilers, buildings, pumps, motors, machinery, pipelines,
                  gathering systems, power lines, telephone and telegraph lines,
                  roads,
                  field processing plants, field offices and other furnishings related
                  thereto, equipment leases, trailers, inventory in storage, storage
                  yards,
                  and all other improvements or appurtenances thereunto
                  belonging;

              


      

       

      
        	
                (C)

              	
                Deleted;

              


      

       

      
        	
                (D)

              	
                All
                  of the oil and gas and associated hydrocarbons (“Oil and Gas”) in and
                  under or otherwise attributable to the Leases, Land, and Pooled
                  Land or
                  produced from the Wells;

              


      

       

      
        	
                (E)

              	
                To
                  the extent assignable, all governmental permits, licenses and
                  authorizations, as well as any applications for the same, related
                  to the
                  Leases, Land, Pooled Land and Wells or the use thereof;
                  and

              


      

       

      
        	
                (F)

              	
                All
                  of the files, records, and data of Seller relating to the items
                  described
                  in subsections (A), (B), (C), (D) and (E) above (the “Records”),
                  including, without limitation, lease records, well records, and
                  division
                  order records; well files and prospect files; title records (including
                  abstracts of title, title opinions and memoranda, and title curative
                  documents related to the Leases and Wells); contracts and contract
                  files;
                  correspondence; computer data files; micro-fiche data files; geological,
                  geophysical and seismic records, interpretations, data, maps and
                  information, production records, electric logs, core data, pressure
                  data,
                  decline curves and graphical production curves; and accounting
                  records, to
                  the extent only that the Records can be transferred without violation
                  of
                  any third-party restriction and are not protected by Seller’s
                  attorney-client privilege.  The Records do not include any
                  appraisals or other evaluation materials related to Seller’s preparation
                  of the Assets for sale hereunder, any reservoir and/or development
                  studies
                  prepared by or on behalf of Seller, nor any of Seller’s income tax returns
                  or files related thereto.

              


      

       

      1.2           Assumed
        Liabilities.  On
        the
        Closing Date, Buyer shall assume and agree to timely and fully pay, perform
        and
        otherwise discharge, without recourse to Seller or its affiliates, all of
        the
        liabilities and obligations of Seller and its affiliates, predecessors,
        successors, assigns or representatives, direct or indirect, known or unknown,
        asserted or unasserted, absolute or contingent, accrued or unaccrued, which
        relate, directly or indirectly, to the Assets, whether such liabilities and
        obligations accrue before, on or after the Effective Time (collectively,
        the
“Assumed Liabilities”).  Notwithstanding the foregoing, Assumed
        Liabilities shall not include, and there is excepted, reserved and excluded
        from
        such liabilities assumed by Buyer, the liabilities and obligations for which
        Seller indemnifies Buyer pursuant to Section 14.1.

       

      
        
           

        

        
          Page
            2

          
            

          

        

        
           

        

      

       

      2.           PURCHASE
        PRICE.

       

      2.1           Purchase
        Price.  The
        purchase price for the Assets is TWENTY MILLION THREE HUNDRED THOUSAND AND
        NO/100 DOLLARS ($20,300,000.00) (the “Base Purchase Price”), subject to the
        adjustments provided for herein.

       

      2.2           Deposit. 
        Within
        three (3) days of the execution of this Agreement, Buyer shall deliver to
        Seller, in cash by wire-transfer in immediately available funds, a Deposit
        in an
        amount equal to ONE MILLION FIFTEEN THOUSAND AND NO/100 DOLLARS
        ($1,015,000.00)  (five percent [5%] of the Base Purchase Price) (the
“Deposit”).  The Deposit shall be distributed to Seller and credited
        to the Base Purchase Price at Closing, or if this Agreement is terminated,
        shall
        be distributed or retained pursuant to Article 13, provided however that
        any interest on the Deposit shall be retained by Seller.  In the event
        the Deposit is not delivered to Seller as prescribed, this Agreement shall
        be
        terminated.

      


      2.3           Adjustments
        to the Base Purchase Price.  At
        Closing, appropriate adjustments to the Base Purchase Price shall be made
        as
        follows in accordance with Section 4.1 (as adjusted, the “Purchase
        Price”):

       

      
        	
                (A)

              	
                The
                  Base Purchase Price shall be adjusted upward
                  by:

              


      

       

                
        (i)            any
        amount determined to be due Seller pursuant to Section 4.2;
 


      
        	
                 

              	
                (ii)

              	
                Property
                  Taxes and Severance Taxes related to the Assets paid by Seller
                  for the
                  period following the Effective Time as determined pursuant to Section
                  4.3;

              


      

      


      
        	
                 

              	
                (iii)

              	
                an
                  amount equal to the costs, expenses and other expenditures (whether
                  capitalized or expensed) paid by Seller in accordance with this
                  Agreement
                  that are attributable to the Assets for the period from and after
                  the
                  Effective Time;

              


      

      


      
        	
                 

              	
                (iv)

              	
                for
                  all operated wells, a monthly rate of $400, prorated if necessary,
                  per
                  active Well, as provided in the applicable operating agreement,
                  for
                  operation and maintenance expenses (excluding workover costs, plugging
                  and
                  abandoning costs, and major costs) incurred by Seller while operating
                  the
                  Assets from and after the Effective
                  Time;

              


      

      


      
        	
                 

              	
                (v)

              	
                an
                  amount equal to the amount of proceeds derived from the sale of
                  Oil and
                  Gas, net of royalties and severance taxes paid by Buyer, actually
                  received
                  by Buyer and directly attributable to the Wells which are, in accordance
                  with generally accepted accounting procedures, attributable to
                  the period
                  of time prior to the Effective
                  Time;

              


      

      


      
        	
                (vi)

              	
                any
                  other amount agreed upon in writing by Seller and
                  Buyer.

              


      

      


      
        	
                (B)

              	
                The
                  Base Purchase Price shall be adjusted downward
                  by:

              


      

       

      
        	
                 

              	
                (i)

              	
                an
                  amount equal to the amount of proceeds derived from the sale of
                  Oil and
                  Gas, net of royalties and severance taxes paid by Seller, actually
                  received by Seller and directly attributable to the Wells which
                  are, in
                  accordance with generally accepted accounting procedures, attributable
                  to
                  the period of time from and after the Effective
                  Time;

              


      

       

      
        
           

        

        
          Page
            3

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (ii)

              	
                an
                  amount equal to all expenditures, liabilities and costs relating
                  to the
                  Assets (other than Taxes related to the Assets) that are unpaid
                  as of the
                  Closing Date and assessed for or attributable to periods of time
                  or the
                  ownership of production prior to the Effective Time regardless
                  how such
                  expenditures, liabilities and costs are calculated provided that
                  to the
                  extent the actual amounts cannot be determined prior to the agreement
                  of
                  Buyer and Seller with respect to the Closing Adjustment Statement,
                  a
                  reasonable estimate of such expenditures, liabilities and costs
                  shall be
                  used (and to such extent Buyer shall assume the liability and
                  responsibility for payment
                  therefor);

              


      

      


      
        	
                 

              	
                (iii)

              	
                all
                  amounts related to Title Defects as determined pursuant to Section
                  5.4,
                  consents and preferential rights as determined pursuant to Section
                  5.6,
                  Adverse Environmental Conditions as determined pursuant to Section
                  6.4,
                  Exclusion Adjustments as determined pursuant to Sections 5.6 or
                  6.4, and
                  Casualty Losses as determined pursuant to Section
                  15.1;

              


      

      


      
        	
                 

              	
                (iv)

              	
                Property
                  Taxes and Severance Taxes related to the Assets to be paid by Seller
                  for
                  the period prior to the Effective Time as determined pursuant to
                  Section
                  4.3; and

              


      

       

                
        (v)          any other amount
        agreed upon in writing by Seller and
        Buyer.               



      
        	
                (C)

              	
                Seller
                  shall have the right to collect any receivable, refund or other
                  amounts
                  associated with periods prior to the Effective Time.  To the
                  extent that Buyer collects any such receivable, refund or other
                  amounts,
                  then Buyer shall promptly remit any such amounts to
                  Seller.

              


      

       

      2.4           Allocation. 
        The
        Base
        Purchase Price shall be allocated to the Assets as set forth in Exhibit
        2.4.  The Parties agree that the values allocated to various portions
        of the Assets, which are set forth on Exhibit 2.4 (singularly with respect
        to
        each item, the “Allocated Value” and collectively, the “Allocated Values”),
        shall be binding on Seller and Buyer and shall be used only for the purposes
        of
        adjusting the Base Purchase Price pursuant to Sections 4.3 (relating to Taxes),
        5.4 (relating to Title Defects), 15.1 (relating to Casualty Losses), and
        6
        (relating to Adverse Environmental Conditions), and are not intended as a
        measure of value for any other purpose.

       

      3.           CLOSING.

       

      3.1           Closing. 
        The
        sale
        and purchase of the Assets (“Closing”) shall be held on or before July 31, 2007
        (“Closing Date”).  Buyer shall have the option to extend the Closing
        Date until August 31, 2007 in order to complete due diligence, title or audit
        work.  In the case of such extension, Buyer shall pay interest at 7%
        per annum on the balance of the purchase price less deposit from August 11th until
        the closing
        date or until August 31st, whichever
        is
        sooner.  The closing will take place at the offices of Legacy Reserves
        LP, in Midland, Texas.

       

      
        
           

        

        
          Page
            4

          
            

          

        

        
           

        

      

       

      3.2           Delivery
        by Seller.  At
        Closing, Seller shall deliver to Buyer:

       

      
        	
                (A)

              	
                A
                  separate Assignment and Bill of Sale executed by each Seller,
                  substantially in the form attached hereto as Exhibit 3.2(A),
                  effecting the sale, transfer, conveyance and assignment of the
                  Assets,
                  with (i) a special warranty of the real property title by, through
                  and under such Seller but not otherwise, and (ii) with all personal
                  property and fixtures conveyed “AS IS, WHERE IS,” with no warranties
                  whatsoever, express, implied or
                  statutory.

              


      

       

      
        	
                (B)

              	
                Any
                  governmental forms required to effect transfer in accordance with
                  applicable regulations;

              


      

       

      
        	
                (C)

              	
                Letters
                  in lieu of transfer orders instructing purchasers of production
                  to pay to
                  Buyer the proceeds of sales of Oil and Gas from the
                  Assets;

              


      

       

      
        	
                (D)

              	
                Executed
                  change of operator forms as required by applicable governmental
                  regulation;

              


      

       

      
        	
                (E)

              	
                Releases
                  of the mortgages in favor of any bank that may be currently encumbering
                  the Assets;

              


      

       

      
        	
                (F)

              	
                The
                  Closing Adjustment Statement;

              


      

       

      
        	
                (G)

              	
                A
                  Non-Foreign Affidavit of each
                  Seller;

              


      

       

      
        	
                (H)

              	
                Possession
                  of the Records and all other
                  Assets.

              


      

       

      
        	
                (I)

              	
                Letters
                  of resignation as operator of these Assets, as appropriate, along
                  with
                  ballot forms to the partners as directed by the operating
                  agreements.

              


      

       

      3.3           Delivery
        by Buyer.  At
        Closing, Buyer shall deliver to Seller or Seller’s designee the Purchase Price
        set forth in the Closing Adjustment Statement by wire transfer in immediately
        available funds, less the Deposit and interest earned on the
        Deposit.  Buyer shall also deliver evidence that it has provided
        replacement instruments for each guaranty, bond, letter of credit or similar
        contingent obligation given by Seller as required by law or the provisions
        of
        any Lease or other agreement along with the appropriate instruments necessary
        to
        receive immediate approval as Operator of these Assets, as appropriate. Buyer
        shall execute and deliver the Assignment and Bill of Sale, Closing Adjustment
        Statement and other closing documents as necessary or appropriate.

       

      3.4           Further
        Cooperation.  At
        the
        Closing and thereafter as may be necessary, Seller and Buyer shall execute
        and
        deliver such other instruments and documents and take such other actions
        as may
        be reasonably necessary to evidence and effectuate the transactions contemplated
        by this Agreement.

       

      
        
           

        

        
          Page
            5

          
            

          

        

        
           

        

      

       

      4.           ACCOUNTING
        ADJUSTMENTS.

       

      4.1           Closing
        Adjustments.  With
        respect to matters that can be determined as of the Closing, Seller shall
        prepare, in accordance with the provisions of this Article 4, a statement
        (the
“Closing Adjustment Statement”) with relevant supporting information setting
        forth each adjustment to the Base Purchase Price submitted by
        Seller.  Seller shall submit the Closing Adjustment Statement to
        Buyer, together with all records or data supporting the calculation of amounts
        presented on the Closing Adjustment Statement, no later than three (3) business
        days prior to the scheduled Closing Date.  Prior to the Closing, Buyer
        and Seller shall review the adjustments proposed by Seller in the Closing
        Adjustment Statement.  Agreed adjustments shall be taken into account
        in computing any adjustments to be made to the Base Purchase Price at the
        Closing.  When available, actual figures will be used for the
        adjustments at Closing.  To the extent actual figures are not
        available, estimates shall be used subject to final adjustments as described
        in
        Section 4.4 below.

       

      4.2           Strapping
        and Gauging.  Seller will cause the Oil and Gas in the storage
        facilities located on, or utilized in connection with, the Leases to be
        measured, gauged or strapped as of the Effective Time.  Seller will
        cause the production meter charts (or if such do not exist, the sales meter
        charts) on the pipelines transporting Oil and Gas from the Leases to be read
        as
        of such time.  The Oil and Gas in such storage facilities above six
        inches or through the meters on the pipelines as of the Effective Time shall
        belong to Seller and shall be valued based on the price actually paid for
        Oil
        and Gas produced from the Assets for the month prior to the Effective Time,
        and
        the Oil and Gas placed in such storage facilities after the Effective Time
        and
        production upstream of the aforesaid meters shall belong to Buyer and become
        part of the Assets.  Buyer or Buyer’s representative shall have the
        option to witness the gauging by Seller.  In the event Buyer or
        Buyer’s representative exercising the option to witness the gauging by Seller,
        Buyer agrees that the waiver and release provisions set forth in Section
        5.1(A)
        of this Agreement shall apply thereto.

       

      This
        provision should not apply to any Assets that are not operated by
        Seller.  There shall be no settlement for Stock in Tanks on
        non-operated Assets.

       

      4.3           Taxes

       

      .

      


      
        	
                (A)

              	
                Property
                  Taxes.  All ad valorem taxes, real property taxes, personal
                  property taxes and similar obligations assessed on the Assets (“Property
                  Taxes”) shall be apportioned as of the Effective Time between Buyer and
                  Seller.  Buyer shall file or cause to be filed all required
                  reports and returns incident to Property Taxes which are due on
                  or after
                  the Closing, and shall pay or cause to be paid to the taxing authorities
                  all such taxes reflected on such reports and returns.  The
                  Post-Closing Adjustment Statement shall settle all liability for
                  Property
                  Taxes, using estimates based on previous assessments to the extent
                  current
                  assessments are not known.

              


      

       

      
        	
                (B)

              	
                Sales
                  Taxes, Filing Fees, Etc. The Base Purchase Price is net of any sales
                  taxes or other transfer taxes.  Buyer shall be liable for any
                  sales tax or other transfer tax as well as any applicable conveyance,
                  transfer and recording fees, and real estate transfer stamp or
                  taxes
                  imposed upon the sale pursuant to this Agreement.  If Seller is
                  required by applicable state law to report and pay these taxes
                  or fees,
                  Buyer shall promptly reimburse Seller in full payment of the
                  invoice.

              


      

       

      
        
           

        

        
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            6

          
            

          

        

        
           

        

      

       

      
        	
                (C)

              	
                Severance
                  Taxes.  All production, severance or excise taxes,
                  conservation fees and other similar such taxes or fees (other than
                  income
                  taxes) payable on a current basis with respect to Oil and Gas produced
                  and
                  sold from the Assets (“Severance Taxes”) shall be borne by Seller to the
                  extent the production on which such taxes are based occurs during
                  Seller’s
                  ownership prior to the Effective Time and shall be borne by Buyer
                  to the
                  extent such production occurs after the Effective
                  Time.

              


      

       

      4.4           Post-Closing
        Adjustments

       

      
        	
                (A)

              	
                A
                  post-closing adjustment statement (the “Post-Closing Adjustment
                  Statement”) based on the actual income and expenses shall be prepared and
                  delivered by Seller to Buyer within ninety (90) days after the
                  Closing,
                  proposing further adjustments to the calculation of the Purchase
                  Price
                  based on the information then available.  Seller or Buyer, as
                  the case may be, shall be given access to and shall be entitled
                  to review
                  and audit the other Party’s records pertaining to the computation of
                  amounts claimed in such Post-Closing Adjustment
                  Statement.

              


      

       

      
        	
                (B)

              	
                Within
                  thirty (30) days after receipt of the Post-Closing Adjustment Statement,
                  Buyer shall deliver to Seller a written statement describing in
                  reasonable
                  detail its objections (if any) to any amounts or items set forth
                  on the
                  Post-Closing Adjustment Statement.  If Buyer does not raise
                  objections within such period, then the Post-Closing Adjustment
                  Statement
                  shall become final and binding upon the Parties at the end of such
                  period.

              


      

       

      
        	
                (C)

              	
                If
                  Buyer raises objections, the Parties shall negotiate in good faith
                  to
                  resolve any such objections.  If the Parties are unable to
                  resolve any disputed item within thirty (30) days after Buyer’s receipt of
                  the Post-Closing Adjustment Statement, any disputed accounting
                  item shall
                  be submitted to a nationally recognized independent accounting
                  firm
                  mutually agreeable to the Parties who shall be instructed to resolve
                  such
                  disputed item within thirty (30) days.  The resolution of
                  disputes by the accounting firm so selected shall be set forth
                  in writing
                  and shall be conclusive, binding and non-appealable upon the Parties
                  with
                  respect to the accounting matters submitted and the Post-Closing
                  Adjustment Statement shall become final and binding upon the Parties
                  on
                  the date of such resolution.  The fees and expenses of such
                  accounting firm shall be paid one-half by Buyer and one-half by
                  Seller.

              


      

       

      
        	
                (D)

              	
                After
                  the Post-Closing Adjustment Statement has become final and binding
                  on the
                  Parties, Seller or Buyer, as the case may be, shall pay to the
                  other such
                  sums as are due to settle accounts between the Parties due to differences
                  between the estimated Purchase Price paid pursuant to the Closing
                  Adjustment Statement and the actual Purchase Price set forth on
                  the
                  Post-Closing Adjustment Statement.

              


      

       

      4.5           Suspended
        Funds.  At
        the
        Closing, Seller shall provide to Buyer a listing showing all proceeds from
        production attributable to the Leases which are currently held in suspense
        and
        shall transfer to Buyer all of those suspended proceeds.  Buyer shall
        be responsible for proper distribution of all the suspended proceeds, to
        the
        extent turned over to it by Seller, to the parties lawfully entitled to them
        and
        any claims related thereto, and Buyer hereby agrees to indemnify, defend
        and
        hold harmless Seller from and against any and all claims, liabilities, losses,
        costs and expenses arising out of or relating to those suspended proceeds
        and
        any claims related thereto after the Effective Date.  Seller shall
        remain responsible and liable for any claims, liabilities, losses, costs
        and
        expenses arising out of or relating to those suspended proceeds and any claims
        related thereto through the Closing Date.

       

      
        
           

        

        
          Page
            7

          
            

          

        

        
           

        

      

       

      4.6           Audit
        Adjustments.  Seller
        retains all rights to adjustments resulting from any operating agreement
        and
        other audit claims asserted against third party operators on transactions
        occurring prior to the Effective Time (which includes Buyer, if
        applicable).  Any credit received by Buyer pertaining to such an audit
        claim shall be paid to Seller within thirty (30) days after
        receipt.

       

      4.7           Cooperation. 
        Each
        Party covenants and agrees to promptly inform the other with respect to amounts
        owing under Sections 4.4 and 4.6 hereof.

       

      5.           DUE
        DILIGENCE: TITLE MATTERS.

       

      5.1           General
        Access

      


      
        	
                (A)

              	
                During
                  reasonable business hours, Seller agrees to grant Buyer physical
                  access to
                  the Leases and Wells to allow Buyer to conduct, at Buyer’s sole risk and
                  expense, on-site inspections and environmental assessments of the
                  Leases
                  and Wells. Buyer agrees not to enter onto the Leases or contact
                  field
                  employees without Seller’s prior knowledge. In connection with any such
                  on-site inspections, Buyer agrees not to interfere with the normal
                  operation of the Leases and Wells and agrees to comply with all
                  requirements of the operators of the Wells.  If Buyer or its
                  agents prepares an environmental assessment of any Lease or Well,
                  Buyer
                  agrees to keep such assessment confidential and to furnish copies
                  thereof
                  to Seller.  In connection with granting such access, Buyer
                  represents that it is adequately insured and waives, releases and
                  agrees
                  to indemnify the Seller against all claims for injury to, or death
                  of,
                  persons or for damage to operations or property arising in any
                  way from
                  the access afforded to Buyer hereunder or the activities of
                  Buyer.  This waiver, release and indemnity by Buyer shall
                  survive termination of this
                  Agreement.

              


      

      


      
        	
                (B)

              	
                Upon
                  the execution of this Agreement, Seller shall give Buyer and its
                  representatives, employees, consultants, independent contractors,
                  attorneys and other advisors reasonable access to the Records during
                  regular office hours for any and all inspections and
                  copying.

              


      

      


      5.2           Defensible
        Title.  As
        used
        herein the term Defensible Title shall mean:

       

      
        	
                (A)

              	
                As
                  to the Assets, that record title or operating rights of Seller
                  which:

              


      

       

      
        	
                 

              	
                (i)

              	
                entitles
                  Seller to receive not less than the interests shown in Exhibit
                  2.4 as the
                  “Net Revenue Interest” of all Oil and Gas produced, saved and marketed
                  from or allocated to the formations in the associated Wells which
                  are
                  producing as of the date of this Agreement or which have otherwise
                  been
                  given Allocated Value, all without reduction, suspension or termination
                  except as stated in such Exhibit or otherwise permitted as Permitted
                  Encumbrances; and

              


      

       

      
        
           

        

        
          Page
            8

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (ii)

              	
                obligates
                  Seller to bear a percentage of the costs and expenses relating
                  to the
                  maintenance and development of, and operations relating to, the
                  producing
                  formations in each associated Well not greater than the “Working Interest”
                  shown in Exhibit 2.4 (without a proportionate increase in the Net
                  Revenue
                  Interest), all without increase except as stated in such Exhibit
                  or
                  otherwise permitted as Permitted Encumbrances;
                  and

              


      

      


      
        	
                (B)

              	
                That
                  title of Seller to the Assets is free and clear of liens, encumbrances
                  and
                  defects that materially and adversely affect the ownership, operation
                  or
                  use of the Assets, except for Permitted
                  Encumbrances.

              


      

       

      
        	
                (C)

              	
                As
                  used herein, the term “Permitted Encumbrances” shall mean any one or more
                  of the following:

              


      

       

      


      
        	
                 

              	
                (1)   The
                  provisions of the Leases and any lessor’s royalties, overriding royalties,
                  net profits interests, carried interests, production payments,
                  reversionary interests and similar burdens reflected in the public
                  records
                  or in the Records, if the net cumulative effect of the burdens
                  does not
                  operate to reduce the Net Revenue Interest of Seller below the
                  interests
                  described in Exhibit 2.4;

              


      

      


      
        	
                 

              	
                (2)   Any
                  increase in lessor’s royalty occasioned by the repeal or suspension of any
                  governmental regulation providing for the reduction of royalty
                  for wells
                  producing below defined threshold
                  amounts;

              


      

      


      
        	
                 

              	
                (3)   Division
                  orders and production sales contracts terminable without penalty
                  upon no
                  more than ninety (90) days notice to the
                  purchaser;

              


      

      


      
        	
                 

              	
                (4)   Preferential
                  Rights and required third party consents to assignment and similar
                  agreements with respect to which waivers or consents are obtained
                  from the
                  appropriate parties, or the appropriate time period for asserting
                  any such
                  right has expired without an exercise of the
                  right;

              


      

      


      
        	
                 

              	
                (5)   Materialman’s,
                  mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other
                  similar liens or charges arising in the ordinary course of business
                  for
                  obligations that are not delinquent or that will be paid and discharged
                  in
                  the ordinary course of business, or if delinquent, that are being
                  contested in good faith by appropriate action of which Buyer is
                  notified
                  in writing before Closing;

              


      

      


      
        	
                 

              	
                (6)   All
                  rights to consent by, required notices to, filings with, or other
                  actions
                  by governmental entities in connection with the sale or conveyance
                  of oil
                  and gas leases or interests therein if they are routinely obtained
                  subsequent to the sale or
                  conveyance;

              


      

      


      
        	
                 

              	
                (7)   Easements,
                  rights-of-way, servitudes, permits, surface leases and other rights
                  in
                  respect of surface operations that do not materially interfere
                  with the
                  oil and gas operations to be conducted on any Well or
                  Lease;

              


      

      


      
        
           

        

        
          Page
            9

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (8)   All
                  operating agreements, unit agreements, unit operating agreements,
                  pooling
                  agreements and pooling designations affecting the Assets that are
                  either
                  (i) of record in Seller’s chain of title or (ii) reflected or
                  referenced in the Records or (iii) included as Material Agreements on
                  Exhibit 7.1(K);

              


      

       

      
        	
                 

              	
                (9)   Conventional
                  rights of reassignment prior to release or surrender requiring
                  notice
                  to  the holders of the
                  rights;

              


      

      


      
        	
                 

              	
                (10)
                  All rights reserved to or vested in any governmental, statutory
                  or public
                  authority to control or regulate any of the Assets in any manner,
                  and all
                  applicable laws, rules and orders of governmental
                  authority;

              


      

      


      
        	
                 

              	
                (11)
                  Defects that are defensible by possession under applicable statutes
                  of
                  limitation for adverse possession or for prescription;
                  and

              


      

      


      
        	
                 

              	
                (12)
                  All other liens, charges, encumbrances, contracts, agreements,
                  instruments, obligations, defects and irregularities affecting
                  the Assets
                  that individually or in the aggregate are not such as to materially
                  interfere with or affect the operation, value or use of any of
                  the Assets
                  or have not prevented, and cannot reasonably be expected to prevent,
                  Buyer
                  from receiving the proceeds of production from the affected
                  Assets.

              


      

      


      5.3           Defect
        Letters.

       

      
        	
                (A)

              	
                Buyer
                  may from time to time and no later than three (3) business days
                  prior to
                  Closing notify Seller in writing (a “Notice”) of any matter which would
                  cause title to all or part of the Assets not to be Defensible Title
                  (“Title Defect”), provided that no Title Defect shall be deemed to exist
                  unless the Title Defect Value thereof exceeds Ten Thousand Dollars
                  ($10,000.00). Further, there shall be no adjustment to the Base
                  Purchase
                  Price unless the aggregate Title Defect Values of all Title Defects
                  satisfying the condition in clause (i) exceed one percent (1%) of the
                  Base Purchase Price (the “Title Defect Threshold”) (such amount being a
                  threshold, not a deductible).  In order to provide Seller a
                  reasonable opportunity to cure any Title Defects prior to Closing,
                  Buyer
                  shall use reasonable efforts to provide the Notice as soon as reasonably
                  possible after becoming aware of or making its determination of
                  the Title
                  Defect.

              


      

       

      
        	
                (B)

              	
                In
                  the Notice, Buyer must describe with reasonable detail each alleged
                  Title
                  Defect it has discovered and the steps required to cure each Title
                  Defect,
                  include Buyer’s reasonable estimate of the Title Defect Value attributable
                  to each, and include all data and information in Buyer’s possession or
                  control bearing thereon.  Subject to the special warranty in the
                  Assignment and Bill of Sale delivered at Closing, Buyer shall be
                  deemed to
                  have conclusively waived all Title Defects not disclosed to Seller
                  in a
                  Notice before three (3) business days prior to Closing.  Subject
                  to the special warranty in the Assignment and Bill of Sale delivered
                  at
                  Closing, Buyer waives any remedy against Seller for Title Defects
                  that do
                  not exceed the Title Defect Threshold or for which timely notice
                  is not
                  given as provided hereunder or for which adjustment is made as
                  hereafter
                  provided.

              


      

       

      
        
           

        

        
          Page
            10

          
            

          

        

        
           

        

      

       

      
        	
                (C)

              	
                Upon
                  timely delivery of a Notice by
                  Buyer:

              


      

       

      
        	
                 

              	
                (i)    within
                  three (3) business days after Seller’s receipt of the Title Defects
                  Notice, Seller shall notify Buyer whether Seller agrees with Buyer’s
                  claimed Title Defects and/or the proposed Title Defect Values therefor
                  (“Seller’s Response”).  If Seller does not agree with any
                  claimed Title Defect and/or the proposed Title Defect Value therefor,
                  then
                  the Parties shall enter into good faith negotiations and shall
                  attempt to
                  agree on such matters;

              


      

      


      
        	
                 

              	
                (ii)   within
                  one (1) business day after Seller’s notice of its cure of a Title Defect,
                  Buyer shall notify Seller whether Buyer agrees with Seller’s proposed cure
                  of a Title Defect (“Buyer’s Response”).  If Buyer does not agree
                  with any such cure, then the Parties shall enter into good faith
                  negotiations and shall attempt to agree on such
                  matters;

              


      

      


      
        	
                 

              	
                (iii)  if
                  the Parties cannot reach agreement concerning either the existence
                  of a
                  Title Defect, Seller’s proposed cure of a Title Defect, or a Title Defect
                  Value within ten (10) days after Buyer’s receipt of Seller’s Response or
                  Seller’s receipt of Buyer’s Response, as applicable, upon either Party’s
                  request, the Parties shall mutually agree on and employ an attorney
                  experienced in title examination in the state where the Assets
                  are located
                  (“Title Consultant”) to resolve all points of disagreement relating to
                  Title Defects and Title Defect Values; provided that Seller or
                  Buyer may
                  elect not to proceed to Closing with regard to such Assets and
                  adjust the
                  Base Purchase Price in the amount of the Allocated Value and not
                  submit
                  such matter to arbitration;

              


      

      


      
        	
                 

              	
                (iv)   if
                  at any time any Title Consultant so chosen fails or refuses to
                  perform
                  hereunder, a new Title Consultant shall be chosen by the
                  Parties.  The cost of any such Title Consultant shall be borne
                  fifty percent (50%) by Seller and fifty percent (50%) by
                  Buyer.  Each Party shall present a written statement of its
                  position on the Title Defect and/or Title Defect Value in question
                  to the
                  Title Consultant within five (5) days after the Title Consultant
                  is
                  selected, and the Title Consultant shall make a determination of
                  all
                  points of disagreement in accordance with the terms and conditions
                  of this
                  Agreement within ten (10) business days of receipt of such position
                  statements.  The determination by the Title Consultant shall be
                  conclusive and binding on the Parties, and shall be enforceable
                  against
                  any Party in any court of competent jurisdiction.  If necessary,
                  the Closing Date shall be deferred only as to those Assets affected
                  by any
                  unresolved disputes regarding the existence of a Title Defect and/or
                  the
                  Title Defect Value until the Title Consultant has made a determination
                  of
                  the disputed issues with respect thereto and all subsequent dates
                  and
                  required activities with respect to any such Assets having reference
                  to
                  the Closing Date shall be correspondingly deferred; provided, however,
                  that, unless Seller and Buyer mutually agree to the contrary, the
                  Closing
                  Date shall not be deferred in any event for more than thirty (30)
                  days
                  beyond the scheduled Closing Date in Section 3.1.  Once the
                  Title Consultant’s determination has been expressed to both Parties, if
                  applicable, Seller shall have five (5) days in which to advise
                  Buyer in
                  writing which of the options available to Seller under Section
                  5.4 that
                  Seller elects regarding each of the Assets as to which the Title
                  Consultant has made a determination.  In evaluating whether a
                  Title Defect exists, due consideration shall be given to the length
                  of
                  time that the particular Asset has been producing Oil and Gas and
                  whether
                  such fact, circumstance or condition is of the type expected to
                  be
                  encountered in the area involved and is usual and customarily acceptable
                  to reasonable and prudent operators, working interest owners and/or
                  purchasers engaged in the business of the exploration, development,
                  and
                  operation of oil and gas
                  properties.

              


      

       

      
        
           

        

        
          Page
            11

          
            

          

        

        
           

        

      

       

      5.4           Effect
        of Title Defect

       

      
        	
                (A)

              	
                In
                  the event Buyer provides Seller with a timely Notice and the Title
                  Defects
                  are valid and exceed the Title Defect Threshold, for those Title
                  Defects
                  not cured by Closing, Seller may, at its sole
                  discretion:

              


      

       

      
        	
                 

              	
                (i)    adjust
                  the Base Purchase Price in the amount of the Title Defect Value
                  of the
                  Asset to which such Title Defect relates and proceed to Closing
                  on all
                  Assets; provided that Seller shall not be obligated to transfer
                  any Assets
                  for which the Title Defect Value equals or exceeds such Asset’s Allocated
                  Value; or

              


      

      


      
        	
                 

              	
                (ii)   proceed
                  with (a) Closing on those Assets not affected by the valid Title
                  Defects
                  and such Assets to which a Title Defect relates but for which Seller
                  has
                  elected to proceed to Closing with an adjustment of the Base Purchase
                  Price in the amount of the Title Defect Value of such Assets and
                  (b) defer Closing on those other Assets to which a Title Defect
                  relates and for which Seller has elected to attempt to cure such
                  Title
                  Defect and to not proceed to Closing, for which Buyer shall place
                  into
                  escrow an amount equal to the Allocated Values of the Assets affected
                  by
                  the valid Title Defects, which withheld amount shall be paid to
                  Seller
                  when the Asset affected by any valid Title Defect is cured or the
                  Title
                  Defect is waived by Buyer and the affected Asset is conveyed from
                  Seller
                  to Buyer.  If neither of the above occurs and if Seller later
                  determines it will not cure a Title Defect on or before six (6)
                  months
                  from the Closing Date, the amount in the escrow account attributable
                  to
                  such Title Defect will be returned to Buyer and Seller shall retain
                  such
                  Asset affected by such Title
                  Defect.

              


      

      


      
        	
                (B)

              	
                The
                  diminution in value of an Asset attributable to a valid Title Defect
                  (the
                  “Title Defect Value”) notified in a Notice shall be determined by the
                  following:

              


      

       

      
        	
                 

              	
                (i)    if
                  the valid Title Defect asserted is that the actual Net Revenue
                  Interest
                  attributable to the producing or valued formation in any Asset
                  is less
                  than that stated in the applicable Exhibit, then the Title Defect
                  Value is
                  the product of the Allocated Value attributed to the affected formation(s)
                  in such Asset, multiplied by a fraction, the numerator of which
                  is the
                  difference between the Net Revenue Interest set forth in the applicable
                  Exhibit and the actual Net Revenue Interest, and the denominator
                  of which
                  is the Net Revenue Interest stated in the applicable Exhibit;
                  or

              


      

       

      
        
           

        

        
          Page
            12

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (ii)   if
                  the valid Title Defect represents an obligation, encumbrance, burden
                  or
                  charge upon the affected Asset (including any increase in Working
                  Interest
                  for which there is not a proportionate increase in Net Revenue
                  Interest),
                  the amount of the Title Defect Value is to be determined by taking
                  into
                  account the Allocated Value of such Asset, the portion of the Asset
                  affected by the Title Defect, the legal effect of the Title Defect,
                  the
                  potential economic effect of the Title Defect over the life of
                  the
                  affected Asset, and the Title Defect Values placed upon the Title
                  Defect
                  by Buyer and Seller.

              


      

      


      
        	
                 

              	
                (iii)  Notwithstanding
                  the above, in no event shall the total of the Title Defect Values
                  related
                  to a particular Asset exceed the Allocated Value of such
                  Asset.

              


      

      


      
        	
                (C)

              	
                If
                  the aggregate value of (i) the Base Purchase Price adjustment for
                  Title Defect Values plus (ii) the Allocated Value of Assets which are
                  retained in lieu of cure or adjustment equals or exceeds ten percent
                  (10%)
                  of the Base Purchase Price, then by notice delivered prior to the
                  Closing
                  either Party may terminate this Agreement and neither Party shall
                  have any
                  further obligation to conclude the transfer of the Assets under
                  this
                  Agreement.

              


      

       

      5.5           Preferential
        Rights and Consents.  Seller
        shall use its best efforts to obtain all required consents and to give notices
        required in connection with preferential purchase rights, so that the third
        party election date to exercise the preferential right will occur at least
        seven
        (7) business days prior to Closing.  If Buyer discovers other affected
        Assets during the course of Buyer’s due diligence activities, Buyer shall notify
        Seller immediately and Seller shall use its best efforts to obtain such consents
        and to give the notices required in connection with the preferential rights
        prior to Closing.

      


      
        	
                (A)

              	
                Consents.

              


      

       

      
        	
                 

              	
                Except
                  for consents and approvals which are customarily obtained post-Closing
                  and
                  those consents which would not invalidate the conveyance of the
                  Assets, if
                  a necessary consent to assign any Lease has not been obtained as
                  of the
                  Closing that would invalidate the conveyance of the Asset, then
                  (i) the portion of the Assets for which such consent has not been
                  obtained shall not be conveyed at the Closing, (ii) the Allocated
                  Value for that Asset shall not be paid to Seller, and (iii) Seller
                  shall use best efforts to obtain such consent as promptly as possible
                  following Closing.  If such consent has been obtained as of the
                  date on which the Post-Closing Adjustment Statement becomes final,
                  Seller
                  shall convey the affected Asset to Buyer effective as of the Effective
                  Time and Buyer shall pay Seller the Allocated Value of the affected
                  Asset,
                  less any proceeds from the affected Asset received by Seller attributable
                  to the period of time after the Effective Time (calculated in accordance
                  with Section 2.3).  If such consent has not been obtained or has
                  not been waived by Buyer as of the date on which the Post-Closing
                  Adjustment Statement becomes final, Seller shall elect either to
                  (i) challenge in court the enforceability of such consent right, in
                  which event Seller shall retain the affected Asset until such legal
                  challenge is finally resolved by settlement or non-appealable court
                  order,
                  after which either Seller shall convey the affected Asset to Buyer
                  under
                  the terms of this Agreement and Buyer shall pay the Allocated Value
                  of the
                  Purchase Price for such Asset, less any proceeds received by Seller
                  attributable to such Asset for the period from and after the Effective
                  Time (calculated in accordance with Section 2.3) or (ii) retain the
                  affected Asset and the Purchase Price shall be reduced by an amount
                  equal
                  to the Allocated Value of the retained Asset (with such adjustment
                  being
                  an “Exclusion Adjustment”).  Buyer shall reasonably cooperate
                  with Seller in obtaining any required consent including providing
                  assurances of reasonable financial conditions, but Buyer shall
                  not be
                  required to expend funds or make any other type of financial commitments
                  a
                  condition of obtaining such
                  consent.

              


      

       

      
        
           

        

        
          Page
            13

          
            

          

        

        
           

        

      

       

      
        	
                (B)

              	
                Preferential
                  Purchase Rights.

              


      

       

      
        	
                 

              	
                 (i)    If
                  any preferential right to purchase any portion of the Assets is
                  exercised
                  prior to the Closing Date, or if the time frame for the exercise
                  of such
                  preferential purchase rights has not expired and Seller has not
                  received
                  notice of an intent not to exercise or waiver of the preferential
                  purchase
                  right, that portion of the Assets affected by such preferential
                  purchase
                  right shall be excluded from the Assets and the Purchase Price
                  shall be
                  adjusted downward by an amount equal to the Allocated Value of
                  such
                  affected Assets without the requirement for Buyer to give notice
                  (with
                  such adjustment being an “Exclusion Adjustment”). Notwithstanding any
                  other provision in this Agreement, if a preferential purchase right
                  subject to this Agreement is exercised, Buyer has the right, at
                  its sole
                  discretion, to terminate this Agreement, provided that the allocated
                  value
                  of all preferential rights exercised is equal to or exceeds ten
                  percent
                  (10%) of the Base Purchase Price.

              


      

      


      
        	
                 

              	
                (ii)   If
                  a third party exercises its preferential right to purchase, but
                  fails to
                  consummate the purchase prior to the Closing, Seller shall retain
                  the
                  affected Assets and the Purchase Price shall be adjusted downward
                  by an
                  amount equal to the Allocated Value of such affected Assets (with
                  such
                  adjustment being an “Exclusion
                  Adjustment”).

              


      

      


      
        	
                 

              	
                (iii)  If
                  a third party exercises its preferential right to purchase, but
                  does not
                  consummate the purchase within the time frame specified in the
                  preferential purchase right, Seller agrees to convey the affected
                  Asset to
                  Buyer effective as of the Effective Time, and Buyer agrees to pay
                  Seller
                  the Allocated Value of the Affected
                  Asset.

              


      

      


      
        	
                 

              	
                (iv)   If
                  a preferential purchase right is not discovered prior to Closing,
                  and the
                  affected Asset is conveyed to Buyer at Closing, and the preferential
                  purchase right is exercised and subsequently consummated after
                  Closing,
                  Buyer agrees to convey such affected Assets to the party exercising
                  such
                  right on the same terms and conditions under which Seller conveyed
                  such
                  Assets to Buyer and retain all amounts paid by the party exercising
                  such
                  preferential right to purchase.  In the event of such exercise,
                  Buyer shall prepare, execute and deliver a form of conveyance of
                  such
                  Asset to such exercising party, such conveyance to be in form and
                  substance as provided in this Agreement, and Seller agrees to hold
                  harmless and indemnify Buyer from any and all liabilities and obligations
                  associated with such conveyed Asset, and to reimburse Buyer for
                  reasonable
                  expenses incurred by Buyer relating to the conveyed
                  Asset.

              


      

       

      
        
           

        

        
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            14

          
            

          

        

        
           

        

      

       

      
        	
                (C)

              	
                Exclusive
                  Remedy.  The remedies set forth in this Section 5.5 are the
                  exclusive remedies under this Agreement for exercised preferential
                  purchase rights and required consents to assign the
                  Assets.

              


      

      
6.           ENVIRONMENTAL
        ASSESSMENT.

       

      6.1           Physical
        Condition of the Assets

       

      .

       

      
        	
                (A)

              	
                Buyer
                  acknowledges that the Assets have been used for oil and gas drilling
                  and
                  production operations and possibly for the storage and disposal
                  of waste
                  materials or hazardous substances related to standard oil field
                  operations.  Physical changes in or under the Assets or adjacent
                  lands may have occurred as a result of such uses.  The Assets
                  also may contain previously plugged and abandoned wells, buried
                  pipelines,
                  storage tanks and other equipment, whether or not of a similar
                  nature, the
                  locations of which may not now be known by Seller or be readily
                  apparent
                  by a physical inspection of the Assets.  Buyer understands that
                  Seller does not have the requisite information with which to determine
                  the
                  exact nature or condition of the Assets nor the effect any such
                  use has
                  had on the physical condition of the Assets.  Pursuant to the
                  Safe Water Drinking and Toxic Enforcement Act of 1986, Buyer is
                  hereby
                  notified and assumes the risk that detectable amounts of chemicals
                  known
                  to cause cancer, birth defects and other reproductive harm may
                  be found
                  in, on or around the Assets.  Upon consummation of the Closing
                  Buyer shall be deemed to have assumed the risk of expense, claim,
                  damage
                  or liability arising from any such matter referred to in this section,
                  including without limitation the risk that the Assets may contain
                  waste or
                  contaminants and that adverse physical conditions, including the
                  presence
                  of waste or contaminants, may not have been revealed by Buyer’s
                  investigation.  Consummation of the Closing shall transfer all
                  responsibility and liability related to disposal, spills, waste
                  or
                  contamination from, on or below the Assets from Seller to
                  Buyer.

              


      

       

      
        	
                (B)

              	
                In
                  addition, Buyer acknowledges that some oil field production equipment
                  located on the Assets may contain asbestos and/or naturally-occurring
                  radioactive material (“NORM”).  In this regard, Buyer expressly
                  understands that NORM may affix or attach itself to inside of wells,
                  materials and equipment as scale or in other forms, and that wells,
                  materials and equipment located on the Assets described herein
                  may contain
                  NORM and that NORM-containing materials may be buried or have been
                  otherwise disposed of on the Assets.  Buyer also expressly
                  understands that special procedures may be required for the removal
                  and
                  disposal of asbestos and NORM from the Assets where it may be found,
                  and
                  that upon consummation of the Closing Buyer shall be deemed to
                  have
                  assumed all liability when such activities are
                  performed.

              


      

       

      6.2           Inspection
        and Testing.

       

      
        	
                (A)

              	
                Prior
                  to Closing, Buyer shall have the right, at its sole cost and risk,
                  to
                  review Seller’s Phase I environmental assessments of the Assets, if any
                  exist, and to conduct any further environmental assessment of the
                  Assets
                  it deems appropriate, to the extent that Seller has the authority
                  to grant
                  such right to Buyer; provided that Seller shall have the right
                  to review
                  and approve any plan to conduct such an environmental assessment,
                  with
                  such approval not to be unreasonably withheld, delayed or conditioned
                  by
                  Seller.  Buyer shall immediately provide to Seller any data
                  obtained from such assessments, including any reports and
                  conclusions.  Seller and Buyer shall keep all information
                  relating to such assessments strictly confidential whether or not
                  Closing
                  occurs, except as may be required pursuant to any Environmental
                  Laws.

              


      

       

      
        
           

        

        
          Page
            15

          
            

          

        

        
           

        

      

       

      
        	
                (B)

              	
                Buyer
                  waives and releases all claims against Seller, its affiliates,
                  and each of
                  their respective directors, officers, employees, agents, and other
                  representatives and their successors and assigns (collectively,
                  the
                  “Seller’s Group”), for injury to or death of persons, or damage to
                  property, arising in any way from the exercise of rights granted
                  to Buyer
                  hereby or the activities of Buyer or its employees, agents or contractors
                  on the Assets.  BUYER SHALL INDEMNIFY THE SELLER’S GROUP AGAINST
                  AND HOLD THE MEMBERS OF THE SELLER’S GROUP HARMLESS FROM ANY AND ALL LOSS,
                  COST, DAMAGE, EXPENSE OR LIABILITY, INCLUDING REASONABLE ATTORNEY’S FEES,
                  WHATSOEVER ARISING OUT OF (I) ANY AND ALL STATUTORY OR COMMON LAW
                  LIENS OR
                  OTHER ENCUMBRANCES FOR LABOR OR MATERIALS FURNISHED IN CONNECTION
                  WITH
                  SUCH TESTS, SAMPLINGS, STUDIES OR SURVEYS AS BUYER MAY CONDUCT
                  WITH
                  RESPECT TO THE ASSETS; AND (II) ANY INJURY TO OR DEATH OF PERSONS OR
                  DAMAGE TO PROPERTY OCCURRING IN, ON OR ABOUT THE ASSETS AS A RESULT
                  OF
                  SUCH EXERCISE OR ACTIVITIES.

              


      

       

      
        	
                (C)

              	
                “Environmental
                  Laws” means all applicable local, state, and federal laws, rules,
                  regulations, and orders regulating or otherwise pertaining to:
                  (i) the use, generation, migration, storage, removal, treatment,
                  remedy, discharge, release, transportation, disposal, or cleanup
                  of
                  pollutants, contamination, hazardous wastes, hazardous substances,
                  hazardous materials, toxic substances or toxic pollutants;
                  (ii) surface waters, ground waters, ambient air and any other
                  environmental medium on or off any Lease; or (iii) the environment,
                  habitat protection or health and safety-related matters; including
                  the
                  following as from time to time amended and all others whether similar
                  or
                  dissimilar: the Comprehensive Environmental Response, Compensation,
                  and
                  Liability Act of 1980, as amended by the Superfund Amendments and
                  Reauthorization Act of 1986, the Resource Conservation and Recovery
                  Act of
                  1976, as amended by the Used Oil Recycling Act of 1980, the Solid
                  Waste
                  Disposal Act Amendments of 1980, and the Hazardous and Solid Waste
                  Amendments of 1984, the Hazardous Materials Transportation Act,
                  the Toxic
                  Substance Control Act, the Clean Air Act, the Clean Water Act,
                  the Safe
                  Drinking Water Act, the National Environmental Policy Act, the
                  Endangered
                  Species Act, the Oil Pollution Act of 1990, and all regulations
                  promulgated pursuant thereto.

              


      

       

      6.3           Notice
        of Adverse Environmental Conditions.  No
        later than three (3) business days prior to Closing, Buyer shall notify Seller
        in writing of any Adverse Environmental Condition with respect to the
        Assets.  Such notice shall describe in reasonable detail the Adverse
        Environmental Condition and include the estimated Environmental Defect Value
        attributable thereto (the “Environmental Defect Notice”) based on a verifiable
        estimate of the cost to Remediate the Adverse Environmental
        Condition.  No Adverse Environmental Condition shall be deemed to
        exist unless the Environmental Defect Value exceeds Ten Thousand Dollars
        ($10,000.00) in each individual case.  Further, there shall be no
        adjustment to the Base Purchase Price unless the aggregate Environmental
        Defect
        Values of all Adverse Environmental Conditions satisfying the condition in
        clause (i) exceeds one percent (1%) of the Base Purchase Price (the
“Environmental Defect Threshold”) (such amount being a threshold, not a
        deductible).  The “Environmental Defect Value” attributable to any
        Adverse Environmental Condition shall be the estimated amount (net to Seller’s
        interest) of all reasonable costs and claims necessary to Remediate the Adverse
        Environmental Conditions, as reasonably determined and estimated by
        Buyer.  The term “Adverse Environmental Condition” means (i) the
        failure of the Assets to be in material compliance with all applicable
        Environmental Laws; (ii) the Assets being subject to any agreements,
        consent orders, decrees or judgments currently in existence based on any
        Environmental Laws that negatively and materially impact the future use of
        any
        portion of the Assets or that require any material change in the present
        conditions of any of the Assets; or (iii) the Assets being subject to any
        material uncured notices of violations of or non-compliance with any applicable
        Environmental Laws or any claim of material violation of any Environmental
        Laws
        to the extent not disclosed to Buyer prior to execution of this
        Agreement.  Buyer shall be deemed to have conclusively waived
        (i) all Adverse Environmental Conditions not contained in an Environmental
        Defect Notice delivered to Seller at least three (3) business days prior
        to
        Closing and (ii) any remedy against Seller for Adverse Environmental
        Conditions that do not exceed the Environmental Defect Threshold.

       

      
        
           

        

        
          Page
            16

          
            

          

        

        
           

        

      

       

      6.4           Rights
        and Remedies for Adverse Environmental Conditions.

       

      
        	
                (A)

              	
                With
                  respect to any Adverse Environmental Conditions affecting one or
                  more of
                  the Assets which exceed the Environmental Defect Threshold, Seller
                  may on
                  an Asset-by-Asset basis (i) Remediate the Adverse Environmental
                  Conditions prior to Closing, but Seller shall have no obligation
                  to do so,
                  and proceed to Closing with no adjustment of the Base Purchase
                  Price;
                  (ii) proceed to Closing and adjust the Base Purchase Price in an
                  amount equal to the applicable Environmental Defect Value; or
                  (iii) retain the affected Asset and reduce the Base Purchase Price by
                  the Allocated Value of the affected Asset (“Exclusion
                  Adjustment”).

              


      

       

      
        	
                (B)

              	
                Buyer
                  waives any Adverse Environmental Condition for which Buyer has
                  received an
                  adjustment to the Base Purchase Price in accordance with Section
                  6.4(A).

              


      

       

      
        	
                (C)

              	
                If
                  Buyer delivers a valid Environmental Defect Notice to Seller and
                  if the
                  aggregate of the Environmental Defects claimed is less than or
                  equals the
                  Environmental Defect Threshold, Buyer will be deemed to have accepted
                  the
                  Assets “where-is, as-is” with respect to all Adverse Environmental
                  Conditions in, on or under the Assets and the Adverse Environmental
                  Condition(s) in, on and under the Assets will be deemed to be part
                  of the
                  Assumed Liabilities.  The Environmental Defect Threshold is a
                  threshold and not a deductible.  The Environmental Defect
                  Threshold and the Title Defect Threshold are separate and distinct
                  and
                  operate independently.

              


      

       

      
        	
                (D)

              	
                If
                  the aggregate value of (i) the Base Purchase Price adjustment for
                  Adverse Environmental Conditions plus (ii) any Exclusion Adjustments
                  in lieu of Remediating any Adverse Environmental Conditions equals
                  or
                  exceeds ten percent (10%) of the Base Purchase Price, either Party
                  may
                  terminate this Agreement and neither Party shall have any further
                  obligation to conclude the transfer of the Assets under this
                  Agreement.

              


      

       

      
        
           

        

        
          Page
            17

          
            

          

        

        
           

        

      

       

      
        	
                (E)

              	
                The
                  term “Remediate” or “Remediation” means, with respect to any valid Adverse
                  Environmental Condition, the undertaking and completion of those
                  actions
                  and activities necessary to eliminate or correct such Adverse
                  Environmental Condition to the degree sufficient that such Adverse
                  Environmental Condition no longer constitutes an Adverse Environmental
                  Condition as defined above.  Seller shall promptly notify Buyer
                  at such time as it believes that it has Remediated an Adverse
                  Environmental Condition.  Buyer shall promptly notify Seller
                  whether it agrees such condition is Remediated.  If Buyer fails
                  to notify Seller of its determination with respect to such Remediation
                  within ten (10) business days following Seller’s notice, such Adverse
                  Environmental Condition shall be deemed
                  Remediated.

              


      

       

      
        	
                (F)

              	
                If
                  Seller and Buyer are unable to agree on the amount of the Environmental
                  Defect Value within ten (10) business days after Seller’s receipt of the
                  Environmental Defect Notice or that an Adverse Environmental Condition
                  exists, has been Remediated or is required to be Remediated, then
                  the
                  dispute will be submitted to a mutually acceptable company with
                  recognized
                  expertise in the oil and gas environmental remediation and regulation
                  field (the “Environmental Consultant”) whose determination shall be final
                  and binding upon the Parties.  Seller and Buyer shall each bear
                  their respective costs and expenses incurred in connection with
                  any such
                  dispute, and one-half (1/2) of the fees, costs and expenses charged
                  by the
                  Environmental Consultant.  Each Party shall present a written
                  statement of its position on the Adverse Environmental Condition
                  and/or
                  the Environmental Defect Value in question to the Environmental
                  Consultant
                  within five (5) business days after the Environmental Consultant
                  is
                  selected, and the Environmental Consultant shall make a determination
                  of
                  all points of disagreement in accordance with the terms and conditions
                  of
                  this Agreement within ten (10) business days of receipt of such
                  position
                  statements.  If necessary, the Closing Date shall be deferred
                  only as to those Assets affected by any unresolved disputes regarding
                  the
                  existence of an Adverse Environmental Condition and/or the Environmental
                  Defect Value until the Environmental Consultant has made a determination
                  of the disputed issues with respect thereto and all subsequent
                  dates and
                  required activities with respect to any such Assets having reference
                  to
                  the Closing Date shall be correspondingly deferred; provided, however,
                  that, unless Seller and Buyer mutually agree to the contrary, the
                  Closing
                  Date shall not be deferred in any event for more than thirty (30)
                  days
                  beyond the scheduled Closing Date in Section 3.1.  All Assets as
                  to which no such dispute(s) exist shall be conveyed to Buyer subject
                  to
                  the terms of this Agreement at Closing.  Once the Environmental
                  Consultant’s determination has been expressed to both Parties, if
                  applicable, Seller shall have five (5) business days in which to
                  advise
                  Buyer in writing which of the options available to Seller under
                  Section
                  6.4(A) Seller elects regarding each of the Assets as to which the
                  Environmental Consultant has made a
                  determination.

              


      

       

      6.5           Remediation
        by Seller.  If
        Seller elects to Remediate an Adverse Environmental Condition or is required
        by
        a governmental or regulatory agency to Remediate an Adverse Environmental
        Condition, the following will govern the Remediation:

       

      
        
           

        

        
          Page
            18

          
            

          

        

        
           

        

      

       

      
        	
                (A)

              	
                Seller
                  shall be responsible for all negotiations and contacts with federal,
                  state, and local agencies and authorities.  Buyer may not make
                  any independent contacts with any agency, authority, or other third
                  party
                  with respect to the Adverse Environmental Condition or Remediation
                  and
                  shall keep all information regarding the Adverse Environmental
                  Condition
                  and Remediation confidential, except in each instance to the extent
                  required by applicable law.

              


      

       

      
        	
                (B)

              	
                Seller
                  shall Remediate the Adverse Environmental Condition to the level
                  agreed
                  upon by Seller and Buyer (or failing such agreement to the level
                  determined by the Environmental Consultant), but in no event shall
                  Seller
                  be required to Remediate the Adverse Environmental Condition beyond
                  the
                  level required by the Environmental Laws in effect at the Effective
                  Time.

              


      

       

      
        	
                (C)

              	
                Buyer
                  shall grant and warrant access and entry to the Assets after Closing
                  to
                  Seller and third parties conducting assessments or Remediation,
                  to the
                  extent and as long as necessary to conduct and complete the assessment
                  or
                  Remediation work, to remove equipment and facilities, and to perform
                  any
                  other activities reasonably necessary in connection with assessment
                  or
                  Remediation.

              


      

       

      
        	
                (D)

              	
                Buyer
                  shall facilitate Seller’s ingress and egress or assessment or Remediation
                  activities after the Closing.  Seller shall make reasonable
                  efforts to perform the work so as to minimize disruption to Buyer’s
                  business activities.

              


      

       

      
        	
                (E)

              	
                Seller
                  shall continue Remediation of the Adverse Environmental Condition
                  until
                  the first of the following occurs:

              


      

       

      
        	
                 

              	
                (i)    the
                  appropriate governmental authorities provide notice to Seller or
                  Buyer
                  that no further Remediation of the Adverse Environmental Condition
                  is
                  required; or

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  Adverse Environmental Condition has been Remediated to the level
                  required
                  by the Environmental Laws or as agreed by the
                  Parties.

              


      

      


      
        	
                 

              	
                  Upon
                  the occurrence of either (i) or (ii) above, Seller shall notify
                  Buyer that
                  Remediation of the Adverse Environmental Condition is complete
                  and provide
                  a copy of the notification described in (i) above, if
                  applicable.  Upon delivery of said notice, Seller shall be
                  released from all liability and have no further obligations under
                  any
                  provisions of this Agreement in connection with an Adverse Environmental
                  Condition.

              


      

       

      
        	
                (F)

              	
                Until
                  Seller completes Remediation of an Adverse Environmental Condition,
                  Seller
                  and Buyer shall each notify the other of any pending or threatened
                  claim,
                  action, or proceeding by any authority or private party that relates
                  to or
                  would affect the environmental condition, the assessment, or the
                  Remediation of the Assets.

              


      

       

      7.           REPRESENTATIONS
        AND WARRANTIES OF SELLER.

       

      7.1           Seller’s
        Representations and Warranties.  Except
        as set forth in the exhibits to this Agreement or as otherwise disclosed
        to
        Buyer by Seller in connection with preparation of Buyer’s offer to purchase the
        Assets, Seller represents and warrants the following as of the date of execution
        of this Agreement and the Closing:

       

      
        
           

        

        
          Page
            19

          
            

          

        

        
           

        

      

       

      
        	
                (A)

              	
                Status.  Raven
                  Resources, LLC is a limited liability company duly organized, legally
                  existing and in good standing under the laws of the State of
                  Oklahoma.

              


      

       

      
        	
                (B)

              	
                Authority.  Seller
                  owns the Assets and has the requisite power and authority to enter
                  into
                  this Agreement, to carry out the transactions contemplated hereby,
                  to
                    transfer the Assets in the manner contemplated by this Agreement,
                  and to
                  undertake all of the obligations of Seller set forth in this
                  Agreement.

              


      

       

      
        	
                (C)

              	
                Validity
                  of Obligations.  This Agreement and any documents or
                  instruments delivered by Seller at the Closing shall constitute
                  legal,
                  valid and binding obligations of Seller enforceable in accordance
                  with
                  their terms subject, however, to the effects of bankruptcy, insolvency,
                  reorganization, moratorium and other laws for the protection of
                  creditors,
                  as well as to general principles of equity, regardless of whether
                  such
                  enforceability is considered in a proceeding in equity or at
                  law.

              


      

       

      
        	
                (D)

              	
                No
                  Violation.  The execution and delivery of this Agreement
                  does not, and the fulfillment of and compliance with the terms
                  and
                  conditions hereof will not, as of Closing, violate, or be in conflict
                  with, any provision of Seller’s governing documents, or any statute, rule
                  or regulation applicable to Seller or any agreement or instrument
                  to which
                  Seller is a party or by which it is bound, or, to Seller’s knowledge,
                  violate, or be in conflict with any judgment, decree or order applicable
                  to Seller or require the approval or consent of any third party
                  (subject
                  to governmental consents and approvals customarily obtained after
                  the
                  Closing).

              


      

       

      
        	
                (E)

              	
                AFE’s.  With
                  respect to the joint, unit or other operating agreements relating
                  to the
                  Assets, except as set forth in Exhibit 7.1(E), there are no
                  material outstanding calls or payments under authorities for expenditures
                  for payments relating to the Assets which are due or which Seller
                  has
                  committed to make which have not been
                  made.

              


      

       

      
        	
                (F)

              	
                Contractual
                  Restrictions.  Except to the extent otherwise permitted by
                  this Agreement, Seller has not entered into any contracts for or
                  received
                  prepayments, take-or-pay arrangements, buydowns, buyouts for Oil
                  and Gas,
                  or storage of the same relating to the Assets which Buyer shall
                  be
                  obligated to honor and make deliveries of Oil and Gas or pay refunds
                  of
                  amounts previously paid under such contracts or
                  arrangements.

              


      

       

      
        	
                (G)

              	
                Litigation.  Except
                  as set forth in Exhibit 7.1(G), there is no suit or action pending,
                  arising out of, or to Seller’s knowledge threatened that would have a
                  material adverse affect upon the ownership, operation or value
                  of the
                  Assets.

              


      

       

      
        	
                (H)

              	
                Permits
                  and Consents.  To Seller’s knowledge, with respect to Assets
                  for which Seller is the operator, Seller has (i) acquired all
                  material permits, licenses, approvals and consents from appropriate
                  governmental bodies, authorities and agencies to conduct operations
                  on the
                  Assets in compliance with applicable laws, rules, regulations,
                  ordinances
                  and orders; and (ii) is in material compliance with all such permits,
                  licenses, approvals and consents.

              


      

       

      
        
           

        

        
          Page
            20

          
            

          

        

        
           

        

      

       

      
        	
                (I)

              	
                Broker’s
                  Fees.  Seller has incurred no obligation or liability,
                  contingent or otherwise, for brokers’ or finders’ fees in respect of the
                  matters provided for in this Agreement for which Buyer shall have
                  any
                  responsibility.

              


      

       

      
        	
                (J)

              	
                Taxes.  (i) Seller
                  has filed (with respect to the Assets) all material returns for
                  Property
                  Taxes and Severance Taxes that are due, (ii) all payments (with
                  respect to the Assets) shown to be due on such returns have been
                  paid, and
                  (iii) there is no material dispute or claim concerning any Property
                  Tax or Severance Tax liability of the Seller (with respect to the
                  Assets)
                  claimed or raised by any tax authority in
                  writing.

              


      

       

      
        	
                (K)

              	
                Material
                  Agreements.  To the best of Seller’s knowledge, all
                  agreements material to the ownership, operation or value of the
                  Assets are
                  listed in Exhibit 7.1(K) (“Material
                  Agreements”).

              


      

       

      
        	
                (L)

              	
                Consents
                  and Preferential Purchase Rights.  To the best of Seller’s
                  knowledge, Exhibit 7.1(L) lists all consents and preferential
                  purchase rights contained in the Leases or Material
                  Agreements.

              


      

       

      
        	
                (M)

              	
                Gas
                  Imbalances.  To the best of Seller’s knowledge, Exhibit
                  7.1(M) lists all gas imbalances with respect to the Assets as of
                  the
                  Effective Time.

              


      

       

      
        	
                (N)

              	
                Royalties.  All
                  rentals, royalties and other payments due under the Leases have
                  been paid,
                  except those amounts properly being held in
                  suspense.

              


      

       

      
        	
                (O)

              	
                Production
                  Sales Contracts.  There are no production sales contracts
                  pertaining to the Assets that provide for a fixed price and that
                  cannot be
                  cancelled at any time upon ninety (90) days (or less) prior
                  notice.

              


      

      


      
        	
                (P)

              	
                Calls
                  on Production.  There are no calls on production pertaining
                  to the Assets that provide for payment at less than applicable
                  current
                  market prices.

              


      

      


      7.2           Scope
        of Representations of Seller.

       

      
        	
                (A)

              	
                Information
                  About the Assets.  Except as expressly set forth in this
                  Agreement, Seller disclaims all liability and responsibility for
                  any
                  representation, warranty, statements or communications (orally
                  or in
                  writing) to Buyer, including any information contained in any opinion,
                  information or advice that may have been provided to Buyer by any
                  employee, officer, director, agent, consultant, engineer or engineering
                  firm, representative, partner, member, beneficiary, owner or contractor
                  of
                  Seller wherever and however made, including those made in any data
                  room or
                  internet site and any supplements or amendments thereto or during
                  any
                  negotiations with respect to this Agreement or any confidentiality
                  agreement previously executed by the Parties with respect to the
                  Asset.  EXCEPT AS SET FORTH IN ARTICLE 7 OF THIS AGREEMENT,
                  SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY
                  OR IMPLIED,
                  AS TO (i) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA,
                  INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE
                  ASSETS OR
                  OTHERWISE CONSTITUTING A PORTION OF THE ASSETS; (ii) THE PRESENCE,
                  QUALITY
                  AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
                  ASSETS,
                  INCLUDING WITHOUT LIMITATION SEISMIC DATA AND SELLER’S INTERPRETATION AND
                  OTHER ANALYSIS THEREOF; (iii) THE ABILITY OF THE ASSETS TO PRODUCE
                  HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE
                  RATES
                  AND RECOMPLETION OPPORTUNITIES; (iv) IMBALANCE OR PAYOUT ACCOUNT
                  INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS; (v) THE PRESENT
                  OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF
                  ANY, TO BE
                  DERIVED FROM THE ASSETS; (vi) THE ENVIRONMENTAL CONDITION OF THE
                  ASSETS; (vii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT
                  OCCUR; (viii) THE TAX ATTRIBUTES OF ANY ASSET; (ix) ANY OTHER
                  MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL
                  FURNISHED
                  TO BUYER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE ASSETS;
                  AND,
                  (x) THE COMPLETENESS OR ACCURACY OF THE INFORMATION CONTAINED IN
                  ANY
                  EXHIBIT HERETO.  ANY DATA, INFORMATION OR OTHER RECORDS
                  FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND
                  BUYER’S
                  RELIANCE ON OR USE OF THE SAME IS AT BUYER’S SOLE
                  RISK.

              


      

       

      
        
           

        

        
          Page
            21

          
            

          

        

        
           

        

      

       

      
        	
                (B)

              	
                Independent
                  Investigation.  Buyer agrees that it has, or by Closing will
                  have, made its own independent investigation, analysis and evaluation
                  of
                  the Assets and the transaction contemplated by this Agreement (including
                  Buyer’s own estimate and appraisal of the extent and value of Seller’s Oil
                  and Gas reserves attributable to the Assets and an independent
                  assessment
                  and appraisal of the environmental risks and liabilities associated
                  with
                  the acquisition of the Assets).  Buyer agrees that it has had,
                  or will have prior to Closing, access to all information necessary
                  to
                  perform its investigation and has not relied and will not rely
                  on any
                  representations by Seller other than those expressly set forth
                  in this
                  Agreement

              


      

       

      8.           REPRESENTATIONS
        AND WARRANTIES OF BUYER.

       

      8.1           Buyer’s
        Representations and Warranties.  Buyer
        represents and warrants as follows as of the date hereof and the
        Closing:

       

      
        
          	
                   

                	
                  (A)

                	
                  Status.  Buyer
                    is a limited partnership duly organized, validly existing and
                    in good
                    standing under the laws of the State of
                    Delaware.

                


        

         

        
          	
                  (B)

                	
                  Authority.  Buyer
                    has the power and authority to enter into this Agreement, to
                    carry out the
                    transactions contemplated hereby and to undertake all of the
                    obligations
                    of Buyer set out in this Agreement.

                


        

         

        
          	
                  (C)

                	
                  Validity
                    of Obligations.  The consummation of the transactions
                    contemplated by this Agreement will not in any respect violate,
                    nor be in
                    conflict with, any provision of Buyer’s charter, by-laws or other
                    governing documents, or any agreement or instrument to which
                    Buyer is a
                    party or is bound, or any judgment, decree, order, statute, rule
                    or
                    regulation applicable to Buyer (subject to governmental consents
                    and
                    approvals customarily obtained after the Closing).  This
                    Agreement and the documents executed and delivered by Buyer in
                    connection
                    with the Closing shall constitute legal, valid and binding obligations
                    of
                    Buyer, enforceable in accordance with their terms, subject, however,
                    to
                    the effects of bankruptcy, insolvency, reorganization, moratorium
                    and
                    other laws for the protection of creditors, as well as to general
                    principles of equity, regardless of whether such enforceability
                    is
                    considered in a proceeding in equity or at
                    law.

                


        

         

        
          
             

          

          
            Page
              22

            
              

            

          

          
             

          

        

         

      

      
        	
                (D)

              	
                Qualification
                  and Bonding.  Buyer is in compliance with the bonding and
                  liability insurance requirements of all applicable state or federal
                  laws
                  or regulations that could affect Buyer’s ability or authority to own and
                  operate the Assets and is qualified to own any federal, Indian
                  or state
                  oil and gas leases that constitute part of the
                  Assets.

              


      

       

      
        	
                (E)

              	
                Non-Security
                  Acquisition.  Buyer intends to acquire the Assets for its
                  own benefit and account and is not acquiring the Assets with the
                  intent of
                  distributing fractional undivided interests thereof such as would
                  be
                  subject to regulation by federal or state securities laws, and
                  if, in the
                  future, it should sell, transfer or otherwise dispose of the Assets
                  or
                  fractional undivided interests therein, it will do so in compliance
                  with
                  any applicable federal and state securities
                  laws.

              


      

       

      
        	
                (F)

              	
                Evaluation.  By
                  reason of Buyer’s knowledge and experience in the evaluation, acquisition
                  and operation of oil and gas properties, Buyer has evaluated the
                  merits
                  and risks of purchasing the Assets from Seller and has formed an
                  opinion
                  based solely upon Buyer’s knowledge and experience and not upon any
                  representations or warranties by
                  Seller.

              


      

       

      
        	
                (G)

              	
                Financing.  Buyer
                  has sufficient cash, available lines of credit or other sources
                  of
                  immediately available funds to enable it to pay the Purchase Price
                  to
                  Seller at the Closing.

              


      

       

      
        	
                (H)

              	
                Broker’s
                  Fees.  Buyer has incurred no obligation or liability,
                  contingent or otherwise, for brokers’ or finders’ fees in respect of the
                  matters provided for in this Agreement, and, if any such obligation
                  or
                  liability exists, it shall remain an obligation of Buyer, and Seller
                  shall
                  have no responsibility therefor.

              


      

       

      
        	
                (I)

              	
                No
                  Knowledge of Seller’s Breach.  As of the date of execution
                  of this Agreement, Buyer has no knowledge of any breach by Seller
                  of any
                  representation or warranty of Seller, or of any other fact, event,
                  condition or circumstance that would excuse Buyer from the timely
                  performance of its obligations
                  hereunder.

              


      

       

      9.           CERTAIN
        AGREEMENTS OF SELLER.  Seller
        agrees and covenants that, unless Buyer shall have otherwise agreed in writing,
        the following provisions shall apply:

       

      9.1           Maintenance
        of Assets.  From
        the Effective Time until Closing, Seller agrees that, for those Assets which
        it
        operates, it shall:

       

      
        	
                (A)

              	
                Administer
                  and operate the Assets in accordance with the applicable operating
                  agreements.

              


      

       

      
        
           

        

        
          Page
            23

          
            

          

        

        
           

        

      

       

      
        	
                (B)

              	
                Not
                  introduce any new methods of management, operation or accounting
                  with
                  respect to any or all of the
                  Assets.

              


      

       

      
        	
                (C)

              	
                Use
                  commercially reasonable efforts to maintain and keep the Assets
                  in full
                  force and effect; and fulfill all contractual or other covenants,
                  obligations and conditions imposed upon Seller with respect to
                  the Assets,
                  including, but not limited to, payment of royalties, delay rentals,
                  shut-in gas royalties and any and all other required
                  payments.

              


      

       

      
        	
                (D)

              	
                Except
                  to the extent necessary or advisable to avoid forfeiture or penalties,
                  not
                  enter into agreements to drill new wells or to rework, plug back,
                  deepen,
                  plug or abandon any Well, nor commence any drilling, reworking
                  or
                  completing or other operations on the Leases which requires estimated
                  expenditures exceeding Ten Thousand Dollars ($10,000.00), net to
                  the
                  working interest of Seller, for each operation (except for emergency
                  operations and operations required under presently existing contractual
                  obligations) without obtaining the prior written consent of Buyer
                  (which
                  consent shall not be unreasonably withheld, delayed or conditioned);
                  provided that the terms of this paragraph (D) shall not apply to
                  any
                  expenditures of Seller which will not be charged to
                  Buyer.

              


      

       

      
        	
                (E)

              	
                Not
                  voluntarily relinquish its position as operator to anyone other
                  than Buyer
                  with respect to any of the Assets or voluntarily abandon any of
                  the Wells
                  other than as required pursuant to the terms of a Lease or by
                  regulation.

              


      

       

      
        	
                (F)

              	
                Not,
                  without the prior written consent of Buyer (which consent shall
                  not be
                  unreasonably withheld, delayed or conditioned), (i) enter into any
                  agreement or arrangement (other than one constituting a Permitted
                  Encumbrance) transferring, selling or encumbering any of the Assets
                  (other
                  than in the ordinary course of business, including ordinary course
                  sales
                  of production, inventory or salvage; (ii) grant any preferential or
                  other right to purchase or agree to require the consent of any
                  party not
                  otherwise required to consent to the transfer and assignment of
                  the Assets
                  to Buyer; (iii) enter into any new sales contracts or supply
                  contracts which cannot be cancelled upon thirty (30) days prior
                  notice; or
                  (iv) incur or agree to incur any contractual
                  obligation  (absolute or contingent) with respect to the Assets
                  except as otherwise provided herein (including ordinary course
                  sales of
                  production, inventory or salvage or pursuant to any disclosed AFEs
                  covering the Assets).

              


      

       

      
        	
                (G)

              	
                To
                  the extent known to Seller, provide Buyer with written notice of
                  (i) any claims, demands, suits or actions made against Seller which
                  materially affect the Assets; or (ii) any proposal from a third party
                  to engage in any material transaction (e.g., a farmout) with respect
                  to
                  the Assets.

              


      

       

      9.2           Records.  Seller
        shall have the right to make and retain copies of the Records as Seller may
        desire prior to the delivery of the Records to Buyer.  Buyer, for a
        period of seven (7) years after the Closing Date, shall make available to
        Seller
        (at the location of such Records in Buyer’s organization) access to such Records
        as Buyer may have in its possession (or to which it may have access) upon
        written request of Seller, during normal business hours; provided, however,
        that
        Buyer shall not be liable to Seller for the loss of any Records by reason
        of
        clerical error or inadvertent loss or destruction of Records.

       

      
        
           

        

        
          Page
            24

          
            

          

        

        
           

        

      

       

      9.3           Audit
        Rights.  Seller
        agrees to make available to Buyer prior to and for a period of twelve months
        following Closing any and all existing information and documents in the
        possession of Seller that Buyer may reasonably require to comply with Buyer’s
        tax and financial reporting requirements and audits.  Without limiting
        the generality of the foregoing, Seller will use its commercially reasonable
        efforts after execution of this Agreement and for twelve months following
        Closing to cooperate with the independent auditors chosen by Buyer (“Buyer’s
        Auditor”) in connection with their audit of any annual revenue and expenses
        statements of the Assets that Buyer or any of its Affiliates requires to
        comply
        with their tax and financial reporting requirements, and their review of
        any
        interim quarterly revenue and expense statements of the Assets that Buyer
        requires to comply with such reporting requirements.  Buyer’s
        cooperation will include (i) such reasonable access to Seller’s employees who
        were responsible for preparing the revenue and expense statements and work
        papers and other supporting documents used in the preparation of such financial
        statements as may be required by Buyer’s Auditor to perform an audit in
        accordance with generally accepted auditing standards, and (ii) delivery
        of one
        or more customary representation letters (in substantially the form previously
        approved by Seller and Buyer) from Seller to Buyer’s Auditor that are requested
        by Buyer to allow such auditors to complete an audit (or review of any interim
        quarterly financials), and to issue an opinion that in Buyer’s experience is
        acceptable with respect to an audit or review of those revenue and expense
        statements required pursuant to this Section.  Buyer will reimburse
        Seller, within three (3) business days after demand therefore, for any
        reasonable out-of-pocket and overhead costs with respect to any costs incurred
        by Seller in complying with the provisions of this Section.  In the
        event that Buyer’s Auditors determine that any of the Assets are not auditable
        due to insufficient financial records, or for any reason determined by Auditors,
        then the unauditable Assets will be excluded from this sale and the purchase
        price will be reduced by the value of said Assets pursuant to the allocated
        value as seen in Exhibit 2.4.

       

      10.           CERTAIN
        AGREEMENTS OF BUYER.  Buyer
        agrees and covenants that unless Seller shall have consented otherwise in
        writing, the following provisions shall apply:

       

      10.1           Plugging
        Obligation.
        Upon
        consummation of the Closing, Buyer shall perform and assume all liability
        for
        the necessary and proper plugging and abandonment of all Wells and all surface
        restoration and reclamation required by law or the Leases.

       

      10.2           Plugging
        Bond.  Buyer
        shall post, prior to Closing, the necessary bonds or letters of credit as
        required by the state in which the Leases are located for the plugging of
        all
        Wells, and provide Seller with a copy of same, and provide proof satisfactory
        to
        Seller that the applicable state has accepted such bonds or letters of credit
        as
        sufficient assurance to cover the plugging of all Wells and related
        matters.  Further, Buyer shall provide to Seller copies of the
        approval by any applicable regulatory agencies concerning change of operatorship
        of the Assets if Buyer is duly elected Operator.

       

      10.3           Seller’s
        Logos.  Commencing
        no later than thirty (30) days after Closing, Buyer shall promptly cover
        or
        cause to be covered by decals or new signage any names and marks used by
        Seller,
        and all variations and derivatives thereof and logos relating thereto, from
        the
        Assets and shall not thereafter make any use whatsoever of such names, marks
        and
        logos.

       

      
        
           

        

        
          Page
            25

          
            

          

        

        
           

        

      

       

      10.4           Like-Kind
        Exchanges.  Each
        party consents to the other party’s assignment of its rights and obligations
        under this Agreement to its Qualified Intermediary (as that term is defined
        in
        Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations), or to its Qualified
        Exchange Accommodation Titleholder (as that term is defined in Rev. Proc.
        2000-37), in connection with effectuation of a like-kind
        exchange.  However, Seller and Buyer acknowledge and agree that any
        assignment of this Agreement to a Qualified Intermediary or to a Qualified
        Exchange Accommodation Titleholder does not release either party from any
        of
        their respective liabilities and obligations to each other under the
        Agreement.  Each party agrees to cooperate with the other to attempt
        to structure the transaction as a like-kind exchange.

       

      11.           CONDITIONS
        PRECEDENT TO OBLIGATIONS OF BUYER.  All
        obligations of Buyer under this Agreement are, at Buyer’s election, subject to
        the fulfillment, prior to or at the Closing, of each of the following
        conditions:

       

      11.1           No
        Litigation.  At
        the Closing, no suit, action or other proceeding shall be pending before
        any
        court or governmental agency which attempts to prevent the occurrence of
        the
        transactions contemplated by this Agreement.

       

      11.2           Representations
        and Warranties.  All
        representations and warranties of Seller contained in this Agreement shall
        be
        true in all material aspects as of the Closing as if such representations
        and
        warranties were made as of the Closing Date (except for those representations
        or
        warranties that are expressly made only as of another specific date, which
        representations and warranties shall be true in all material respects as
        of such
        other date) and Seller shall have performed and satisfied in all material
        respects all covenants and fulfilled all conditions required by this Agreement
        to be performed and satisfied by Seller at or prior to the Closing.

       

      12.           CONDITIONS
        PRECEDENT TO THE OBLIGATIONS OF SELLER.  All
        obligations of Seller under this Agreement are, at Seller’s election, subject to
        the fulfillment, prior to or at the Closing, of each of the following
        conditions:

       

      12.1           No
        Litigation.  At
        the Closing, no suit, action or other proceeding shall be pending before
        any
        court or governmental agency which attempts to prevent the occurrence of
        the
        transactions contemplated by this Agreement.

       

      12.2           Representations
        and Warranties.  All
        representations and warranties of Buyer contained in this Agreement shall
        be
        true in all material aspects as of the Closing, as if such representations
        and
        warranties were made as of the Closing Date (except for those representations
        or
        warranties that are expressly made only as of another specific date, which
        representations and warranties shall be true in all material respects as
        of such
        other date) and Buyer shall have performed and satisfied in all material
        respects all covenants and fulfilled all conditions required by this Agreement
        to be performed and satisfied by Buyer at or prior to the Closing.

       

      13.           TERMINATION.

       

      13.1           Causes
        of Termination.  This
        Agreement and the transactions contemplated herein may be
        terminated:

       

      
        	
                (A)

              	
                At
                  any time by mutual consent of the
                  Parties.

              


      

       

      
        
           

        

        
          Page
            26

          
            

          

        

        
           

        

      

       

      
        	
                (B)

              	
                By
                  either Party as provided in Sections 5.4(C), 5.5(B) or 6.4(D) pertaining
                  to Title Defects, preferential rights or Adverse Environmental
                  Conditions,
                  respectively.

              


      

       

      
        	
                (C)

              	
                By
                  Buyer if, on the Closing Date, any of the conditions set forth
                  in Article
                  11 hereof shall not have been satisfied or waived; provided, however,
                  that
                  Seller shall have the right to satisfy such condition for a period
                  of
                  twenty (20) days following delivery of notice from Buyer regarding
                  such
                  failure or, if such condition cannot reasonably be satisfied within
                  such
                  20-day period, Seller shall have the right to commence the actions
                  necessary to satisfy such condition within such 20-day period and
                  thereafter to diligently continue such actions beyond such period
                  until
                  such satisfaction has been
                  effected.

              


      

       

      
        	
                (D)

              	
                By
                  Seller if, on the Closing Date, any of the conditions set forth
                  in Article
                  12 hereof shall not have been satisfied or waived; provided, however,
                  that
                  with respect to any condition other than a material failure of
                  Buyer to
                  perform its obligations under Section 3.2, as to which the granting
                  of any
                  cure period shall be entirely within Seller’s sole and absolute
                  discretion, Buyer shall have the right to satisfy such condition
                  for a
                  period of twenty (20) days following delivery of notice from Seller
                  regarding such failure or, if such condition cannot reasonably
                  be
                  satisfied within such 20-day period, Buyer shall have the right
                  to
                  commence the actions necessary to satisfy such condition within
                  such
                  20-day period and thereafter to diligently continue such actions
                  beyond
                  such period until such satisfaction has been
                  effected.

              


      

       

      13.2           Effect
        of Termination.

       

      
        	
                (A)

              	
                Buyer’s
                  Breach.  If Closing does not occur because Buyer wrongfully
                  fails to tender performance at Closing or otherwise breaches this
                  Agreement prior to Closing, and Seller is ready to close and is
                  not in
                  material breach of this Agreement, Seller shall have the right
                  to
                  terminate this Agreement and retain the Deposit, together with
                  interest
                  thereon, as liquidated damages.  Buyer’s failure to close shall
                  not be considered wrongful if (i) conditions to Buyer’s obligation to
                  close under Article 11 are not satisfied through no fault of Buyer
                  and are
                  not waived, or (ii) Buyer has terminated this Agreement as of right
                  under Section 13.1.  The remedy set forth herein shall be
                  Seller’s sole and exclusive remedy for Buyer’s wrongful failure to close
                  hereunder and Seller expressly waives any and all other remedies,
                  legal
                  and equitable, that it otherwise may have for Buyer’s failure to
                  close.

              


      

       

      
        
          	
                  (B)

                	
                  Seller’s
                    Breach.  If Closing does not occur because Seller wrongfully
                    fails to tender performance at Closing or otherwise breaches
                    this
                    Agreement prior to Closing, and Buyer is ready to close and is
                    not in
                    material breach of this Agreement, Buyer may terminate this Agreement,
                    in
                    which event Seller will return the Deposit, together with interest
                    thereon, to Buyer immediately after the determination that the
                    Closing
                    will not occur.  If Buyer elects not to terminate this Agreement
                    upon any such breach by Seller, Buyer shall retain all legal
                    remedies for
                    Seller’s breach of this Agreement, including, without limitation, specific
                    performance of this Agreement; provided, however, that in any
                    suit for
                    damages by Buyer against Seller for any such breach (i) Buyer’s total
                    damages arising out of or related to Seller’s breach of any provision of
                    this Agreement shall be limited to the amount of the Deposit,
                    and
                    (ii) Seller shall not have any liability to Buyer for consequential,
                    special, punitive or exemplary damages arising out of or related
                    to
                    Seller’s breach of any provision of this Agreement.  The
                    foregoing limitations on damages shall not preclude Buyer from
                    seeking
                    specific performance of this Agreement.  Seller’s failure to
                    close shall not be considered wrongful if (i) conditions to Seller’s
                    conditions to close under Article 12 are not satisfied through
                    no fault of
                    Seller and are not waived; or (ii) Seller has terminated this
                    Agreement as of right under Section
                    13.1.

                


        

         

        
          
             

          

          
            Page
              27

            
              

            

          

          
             

          

        

         

        
          	
                  (C)

                	
                  Termination
                    Pursuant to Section 13.1.  If Buyer or Seller terminates
                    this Agreement pursuant to Section 13.1 in the absence of a breach
                    by the
                    other Party, Seller shall return the Deposit to Buyer and neither
                    Buyer
                    nor Seller shall have any liability to the other Party for termination
                    of
                    this Agreement.  If Buyer or Seller terminates this Agreement
                    pursuant to Section 13.1 and asserts that a breach of this Agreement
                    has
                    occurred, the notice of termination shall include a statement
                    describing
                    the nature of the alleged breach together with supporting
                    documentation.

                


        

         

        
          	
                  (D)

                	
                  Effect
                    of Termination.  In the event of the termination of this
                    Agreement pursuant to the provisions of this Article 13 or elsewhere
                    in
                    this Agreement, this Agreement shall become void and have no
                    further force
                    and effect and, except as provided in this Article 13, for the
                    indemnities
                    provided for in Sections 6.2(B) and 14.3, any breach of this
                    Agreement
                    prior to such termination and any continuing confidentiality
                    requirement,
                    neither Party shall have any further right, duty or liability
                    to the other
                    hereunder.  Upon termination, Buyer agrees to return to Seller
                    or destroy all materials, documents and copies thereof provided,
                    obtained
                    or discovered in the course of any due diligence investigations
                    of the
                    Assets.

                


        

         

      

      14.           INDEMNIFICATION.

       

      14.1           Indemnification
        by Seller.  UPON
        CLOSING, SELLER SHALL TO THE FULLEST EXTENT PERMITTED BY LAW, RELEASE, DEFEND,
        INDEMNIFY, AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE
        DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY
        THE “BUYER GROUP”) FROM AND AGAINST THE FOLLOWING:

       

      
        	
                (A)

              	
                MISREPRESENTATIONS.  ALL
                  CLAIMS, DEMANDS, LIABILITIES, JUDGMENTS, LOSSES AND REASONABLE
                  COSTS,
                  EXPENSES AND ATTORNEYS’ FEES (INDIVIDUALLY A “LOSS” AND COLLECTIVELY, THE
                  “LOSSES”) ARISING FROM THE BREACH BY SELLER OF ANY REPRESENTATION OR
                  WARRANTY SET FORTH IN THIS AGREEMENT THAT SURVIVES
                  CLOSING;

              


      

       

      
        	
                (B)

              	
                BREACH
                  OF COVENANTS.  ALL LOSSES ARISING FROM THE BREACH BY SELLER
                  OF ANY COVENANT SET FORTH IN THIS AGREEMENT;
                  AND

              


      

       

      
        	
                (C)

              	
                OWNERSHIP
                  AND OPERATION.  ALL LOSSES ARISING FROM SELLER’S OWNERSHIP
                  AND OPERATION OF THE ASSETS PRIOR TO THE EFFECTIVE TIME DIRECTLY
                  ASSOCIATED WITH THE FOLLOWING
                  MATTERS:

              


      

       

      
        
           

        

        
          Page
            28

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (i)    DAMAGES
                  TO PERSONS OR PROPERTY FOR CLAIMS ASSERTED BY ANY THIRD PARTY AND
                  ACCRUING
                  PRIOR TO THE EFFECTIVE TIME;

              


      

      


      
        	
                 

              	
                (ii)   THE
                  VIOLATION BY SELLER OF THE TERMS OF ANY AGREEMENT BINDING UPON
                  SELLER;
                  AND

              


      

      


      
        	
                 

              	
                (iii)  CLAIMS
                  AGAINST SELLER BY CO-OWNERS, PARTNERS, JOINT VENTURERS AND OTHER
                  PARTICIPANTS IN THE WELLS.

              


      

      


      
        	
                (D)

              	
                Notwithstanding
                  the above, the following limitations shall apply to Seller’s
                  indemnification obligations:

              


      

       

      
        	
                 

              	
                (i)    Seller
                  shall not be obligated to indemnify Buyer for any Loss unless Buyer
                  has
                  delivered a written notice of such Loss within the Survival Period
                  (as
                  defined below) applicable to such Loss.  Any Loss for which
                  Seller does not receive written notice before the end of the Survival
                  Period shall be deemed to be an Assumed Liability.  The
                  “Survival Period” applicable to Losses shall
                  mean:

              


      

      


      
        	
                 

              	
                (1)

              	
                With
                  regard to a breach of representations and warranties contained
                  in Sections
                  7.1(A), (B), (C) and (D), for a period of one (1) year following
                  the
                  Closing;

              


      

       

      
        	
                 

              	
                (2)

              	
                All
                  of the other representations and warranties by Seller in this Agreement
                  for a period of six (6) months following the
                  Closing;

              


      

       

      
        	
                 

              	
                (3)

              	
                With
                  regard to a breach of covenants, an indefinite period following
                  the
                  Closing;

              


      

       

      
        	
                 

              	
                (4)

              	
                With
                  regard to the matters covered by Section 14.1 (C), for a period of six
                  months after the Closing.

              


      

       

      
        	
                 

              	
                (ii)   The
                  indemnification obligations of Seller pursuant to this Agreement
                  shall be
                  limited to actual Losses and shall not include incidental, consequential,
                  indirect, punitive, or exemplary Losses or
                  damages;

              


      

      


      
        	
                 

              	
                (iii)  Seller’s
                  aggregate liabilities and obligations under this Article 14 shall
                  not
                  exceed ten percent (10%) of the Base Purchase
                  Price;

              


      

      


      
        	
                 

              	
                (iv)  Seller
                  shall have no liability or obligation for any Losses, unless and
                  until and
                  only to the extent that the aggregate Losses for which Buyer is
                  entitled
                  to recover under this Agreement exceeds one percent (1%) of the
                  Base
                  Purchase Price (the “Indemnity Deductible”) (such amount being a
                  deductible and not a threshold).

              


      

      


      
        	
                 

              	
                (v)   Seller
                  shall have no liability in excess of the Allocated Value, less
                  any prior
                  adjustments to the Base Purchase Price, for any Losses associated
                  with the
                  claim that Seller does not have Defensible Title associated with
                  a
                  particular Asset;

              


      

       

      
        
           

        

        
          Page
            29

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (vi)  The
                  amount of Losses required to be paid by Seller to indemnify Buyer
                  pursuant
                  to this Agreement shall be reduced to the extent of any amounts
                  actually
                  received by Buyer pursuant to the terms of the insurance policies
                  (if any)
                  covering such claim and any tax benefits received by
                  Buyer.

              


      

      


      
        	
                 

              	
                (vii)
                  Seller’s indemnification obligations shall not cover any liabilities,
                  duties and obligations relating to properly plugging and abandoning
                  wells,
                  restoring and reclaiming the surface, removal of all pipelines,
                  equipment,
                  and related facilities now or hereafter located on the Assets,
                  and
                  cleaning up, restoring and Remediation of the Assets in accordance
                  with
                  the Environmental Laws and the relevant Leases, or any other violation
                  or
                  claimed violation of Environmental Laws (including but not limited
                  to the
                  payment of fines, penalties, monetary sanctions or other civil
                  liabilities) or the presence, disposal, release or threatened release
                  of
                  any hazardous substance or hazardous waste from the Assets into
                  the
                  atmosphere or into or upon land or any water course or body of
                  water,
                  including groundwater, whether or not attributable to Seller’s activities
                  or the activities of third parties.  All such matters are
                  covered exclusively by Article 6 of this
                  Agreement.

              


      

      


      
        	
                 

              	
                (viii)
                  Buyer acknowledges and agrees that the indemnification provisions
                  in this
                  Article 14 and the termination rights in Article 13 shall be the
                  exclusive
                  remedies of Buyer with respect to the transactions contemplated
                  by this
                  Agreement.

              


      

      


      14.2           Indemnification
        by Buyer.  UPON
        CLOSING, BUYER SHALL TO THE FULLEST EXTENT PERMITTED BY LAW, RELEASE, DEFEND,
        INDEMNIFY, AND HOLD HARMLESS SELLER’S GROUP FROM AND AGAINST THE
        FOLLOWING:

       

      
        	
                (A)

              	
                MISREPRESENTATIONS.  ALL
                  LOSSES ARISING FROM THE BREACH BY BUYER OF ANY REPRESENTATION OR
                  WARRANTY
                  SET FORTH IN THIS AGREEMENT THAT SURVIVES
                  CLOSING;

              


      

       

      
        	
                (B)

              	
                BREACH
                  OF COVENANTS.  ALL LOSSES ARISING FROM THE BREACH BY BUYER
                  OF ANY COVENANT SET FORTH IN THIS
                  AGREEMENT;

              


      

       

      
        	
                (C)

              	
                ASSUMED
                  LIABILITIES.  ALL LOSSES ARISING FROM OR COMPRISING THE
                  ASSUMED LIABILITIES.

              


      

       

      14.3           Physical
        Inspection.  BUYER
        INDEMNIFIES AND AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE
        SELLER’S GROUP FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM BUYER’S
        INSPECTING AND OBSERVING THE ASSETS, INCLUDING (A) CLAIMS FOR PERSONAL
        INJURIES TO OR DEATH OF EMPLOYEES OF THE BUYER, ITS CONTRACTORS, AGENTS,
        CONSULTANTS AND REPRESENTATIVES, AND DAMAGE TO THE PROPERTY OF BUYER OR OTHERS
        ACTING ON BEHALF OF BUYER; AND (B) CLAIMS, DEMANDS, LOSSES, DAMAGES,
        LIABILITIES, JUDGMENTS, CAUSES OF ACTION, COSTS OR EXPENSES FOR PERSONAL
        INJURIES TO OR DEATH OF EMPLOYEES OF THE SELLER’S GROUP OR THIRD PARTIES, AND
        DAMAGE TO THE PROPERTY OF THE SELLER’S GROUP OR THIRD PARTIES.  THE
        FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN
        INDEMNIFICATION OF THE SELLER’S GROUP FROM AND AGAINST CLAIMS ARISING OUT OF OR
        RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE ASSETS OR THE SELLER’S
        GROUP’S SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR
        FAULT BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER’S
        GROUP.

       

      
        
           

        

        
          Page
            30

          
            

          

        

        
           

        

      

       

      14.4           Notification.  As
        soon as reasonably practical after obtaining knowledge thereof, the indemnified
        Party shall notify the indemnifying Party of any claim or demand which the
        indemnified Party has determined has given or could give rise to a claim
        for
        indemnification under this Article 14.  Such notice shall specify the
        agreement, representation or warranty with respect to which the claim is
        made,
        the facts giving rise to the claim and the alleged basis for the claim, and
        the
        amount (to the extent then determinable) of liability for which indemnity
        is
        asserted.  In the event any action, suit or proceeding is brought with
        respect to which a Party may be liable under this Article 14, the defense
        of the
        action, suit or proceeding (including all settlement negotiations and
        arbitration, trial, appeal, or other proceeding) shall be at the discretion
        of
        and conducted by the indemnifying Party.  If an indemnified Party
        shall settle any such action, suit or proceeding without the written consent
        of
        the indemnifying Party (which consent shall not be unreasonably withheld),
        the
        right of the indemnified Party to make any claim against the indemnifying
        Party
        on account of such settlement shall be deemed conclusively denied.  An
        indemnified Party shall have the right to be represented by its own counsel
        at
        its own expense in any such action, suit or proceeding, and if an indemnified
        Party is named as the defendant in any action, suit or proceeding, it shall
        be
        entitled to have its own counsel and defend such action, suit or proceeding
        with
        respect to itself at its own expense.  Subject to the foregoing
        provisions of this Article 14, neither Party shall, without the other Party’s
        written consent, settle, compromise, confess judgment or permit judgment
        by
        default in any action, suit or proceeding if such action would create or
        attach
        any liability or obligation to the other Party.  The Parties agree to
        make available to each other, and to their respective counsel and accountants,
        all information and documents reasonably available to them which relate to
        any
        action, suit or proceeding, and the Parties agree to render to each other
        such
        assistance as they may reasonably require of each other in order to ensure
        the
        proper and adequate defense of any such action, suit or proceeding.

       

      15.           MISCELLANEOUS.

       

      15.1           Casualty
        Loss.

       

      
        	
                (A)

              	
                An
                  event of casualty means volcanic eruptions, acts of God, fire,
                  explosion,
                  earthquake, wind storm, flood, drought, condemnation, the exercise
                  of any
                  right of eminent domain, confiscation and seizure (a
                  “Casualty”).  A Casualty does not include depletion due to
                  normal production and depreciation or failure of equipment or
                  casing.

              


      

       

      
        	
                (B)

              	
                If,
                  prior to the Closing, a Casualty occurs (or Casualties occur) which
                  results in a reduction in the value of any of the Assets in excess
                  of
                  twenty-five percent (25%) of the Allocated Value of the affected
                  Assets
                  (“Casualty Loss”), (i) Seller may retain such Asset and such Asset
                  shall be the subject of an adjustment to the Base Purchase Price
                  in the
                  same manner set forth in Section 5.4 hereof, or (ii) at the Closing,
                  Seller shall assign to Buyer the right to receive all insurance
                  proceeds
                  or other sums payable to Seller by reason of such Casualty Loss,
                  the Base
                  Purchase Price shall not be adjusted by reason of such payment,
                  and Seller
                  shall convey the affected Assets to
                  Buyer.

              


      

       

      
        
           

        

        
          Page
            31

          
            

          

        

        
           

        

      

       

      
        	
                (C)

              	
                For
                  purposes of determining the diminution in value of an Asset as
                  a result of
                  a Casualty Loss, the Parties shall use the same methodology as
                  applied in
                  determining the diminution in value of an Asset as a result of
                  a Title
                  Defect as set forth in Section 5.4.

              


      

       

      15.2           Confidentiality.

       

      
        	
                (A)

              	
                Prior
                  to Closing, to the extent not already public, Buyer shall not disclose
                  to
                  any party that it is conducting negotiations with Seller or has
                  entered
                  into this Agreement other than as expressly permitted in the
                  confidentiality agreement executed by Buyer in Seller’s favor prior to the
                  execution of this Agreement, which shall continue to apply until
                  the
                  Closing and thereafter in the event of termination of this Agreement
                  prior
                  to the Closing. Buyer shall exercise all due diligence in safeguarding
                  and
                  maintaining secure all engineering, geological and geophysical
                  data,
                  seismic data, reports and maps, the results and findings of Buyer
                  with
                  regard to its due diligence associated with the Assets (including
                  without
                  limitation with regard to due diligence associated with environmental
                  and
                  title matters) and other data relating to the Assets (collectively,
                  the
                  “Confidential Information”).  Buyer acknowledges that, prior to
                  Closing, all Confidential Information shall be treated as confidential.
                  Notwithstanding the foregoing, Seller understands that Buyer has
                  public
                  reporting obligations that may require public announcement of certain
                  information relating to this Agreement.  Seller and Buyer shall
                  consult with each other with regard to all publicity and other
                  releases at
                  or prior to the Closing concerning this Agreement and the transaction
                  contemplated hereby and, except as required by applicable law or
                  other
                  applicable rules or regulations of any governmental body or stock
                  exchange, neither party shall issue any publicity or other release
                  without
                  the prior written consent of the other party, such consent not
                  to be
                  unreasonably withheld.

              


      

       

      
        	
                (B)

              	
                In
                  the event of termination of this Agreement for any reason, Buyer
                  shall not
                  use or knowingly permit others to use such Confidential Information
                  in a
                  manner detrimental to Seller, and will not disclose any such Confidential
                  Information to any person, firm, corporation, association or other
                  entity
                  for any reason or purpose whatsoever, except to Seller or to a
                  governmental agency pursuant to a valid subpoena or other order
                  or
                  pursuant to applicable governmental regulations, rules or
                  statutes.

              


      

       

      
        	
                (C)

              	
                The
                  undertaking of confidentiality shall not diminish or take precedence
                  over
                  any separate confidentiality agreement between the
                  Parties.  Should this Agreement terminate, such separate
                  confidentiality agreement shall remain in full force and
                  effect.

              


      

       

      15.3           Notices.  Any
        notice, request, demand, or consent required or permitted to be given hereunder
        shall be in writing and delivered in person or by certified letter, with
        return
        receipt requested, or by facsimile addressed to the Party for whom intended
        at
        the following addresses:

       

      
        
           

        

        
          Page
            32

          
            

          

        

        
           

        

      

       

      SELLER:

       

      Raven
        Resources, LLC

      13220
        North MacArthur

      Oklahoma
        City, Oklahoma 73142

      Attn:                      Mr.
        Michael Lee

      Tel:  (405)
        773-7340

      Fax:  (405)
        773-7488

      


      


      BUYER:

       

      Legacy
        Reserves Operating
        LP

      303
        West Wall, Suite 1600

      Midland,
        Texas 79701

      Attn:                      Mr.
        Kyle A. McGraw

      Tel:
        (432) 682-2516

      Fax:
        (432) 684-3774

      


      With
        copy
        to:  Cotton, Bledsoe, Tighe & Dawson

      500
        W.
        Illinois, Suite 300

      Midland,
        Texas   79701

      Attention:  Bill
        Howard

      


      or
        at
        such other address as any of the above shall specify by like notice to the
        other.

       

      15.4           Press
        Releases and Public Announcements.  Purchaser
        is permitted to issue a press release and filing on Form 8-K with the Securities
        and Exchange Commission related to the acquisition.  Notwithstanding
        the foregoing, no press release or any public announcement shall identify
        Seller
        or the principals of Seller without Seller’s prior written consent, which
        consent shall not be unreasonably withheld.

       

      15.5           Compliance
        with Express Negligence Test.  THE
        PARTIES AGREE THAT THE INDEMNIFICATION OBLIGATIONS OF THE INDEMNIFYING PARTY
        SHALL BE WITHOUT REGARD TO THE NEGLIGENCE (EXCLUDING GROSS NEGLIGENCE) OR
        STRICT
        LIABILITY OF THE INDEMNIFIED PERSON(S), WHETHER THE NEGLIGENCE OR STRICT
        LIABILITY IS ACTIVE, PASSIVE, JOINT, CONCURRENT OR SOLE.

       

      15.6           Governing
        Law.  This
        Agreement is governed by and must be construed according to the laws of the
        State of Texas, excluding any conflicts-of-law rule or principle that might
        apply the law of another jurisdiction.  All disputes related to this
        Agreement shall be submitted exclusively to the jurisdiction of the courts
        of
        the State of Texas and venue shall be in the civil district courts of Midland,
        Midland County, Texas.

       

      15.7           Exhibits.  The
        Exhibits attached to this Agreement are incorporated into and made a part
        of
        this Agreement.

       

      
        
           

        

        
          Page
            33

          
            

          

        

        
           

        

      

       

      15.8           Fees,
        Expenses, Taxes and Recording.

       

      
        	
                (A)

              	
                Each
                  Party shall be solely responsible for all costs and expenses incurred
                  by
                  it in connection with this transaction (including, but not limited
                  to fees
                  and expenses of its counsel and accountants) and shall not be entitled
                  to
                  any reimbursements from the other Party, except as otherwise provided
                  in
                  this Agreement.

              


      

       

      
        	
                (B)

              	
                Buyer
                  shall file all necessary Tax returns and other documentation with
                  respect
                  to all transfer, documentary, sales, use, stamp, registration and
                  other
                  similar Taxes and fees, and, if required by applicable law, Seller
                  shall
                  join in the execution of any such Tax returns and other
                  documentation.  Notwithstanding anything set forth in this
                  Agreement to the contrary, Buyer shall pay any transfer, documentary,
                  sales, use, stamp, registration and other similar Taxes and fees
                  incurred
                  in connection with this Agreement and the transactions contemplated
                  hereby.  Buyer shall also pay any equipment lease transfer fees
                  or other fees or expenses incurred in connection with transfer
                  of the
                  Assets to Buyer except as otherwise provided by this
                  Agreement.

              


      

       

      
        	
                (C)

              	
                Buyer
                  shall, at its own cost, immediately record all instruments of conveyance
                  and sale in the appropriate office of the state and county in which
                  the
                  lands covered by such instrument are located.  Buyer shall
                  immediately file for and obtain the necessary approval of all federal,
                  Indian, tribal or state government agencies to the assignment of
                  the
                  Assets.  The assignment of any state, federal or Indian tribal
                  oil and gas leases shall be filed in the appropriate governmental
                  offices
                  on a form required and in compliance with the applicable rules
                  of the
                  applicable government agencies.  Buyer shall supply Seller with
                  a true and accurate photocopy reflecting the recording information
                  of all
                  the recorded and filed assignments within a reasonable period of
                  time
                  after their recording and filing.  In the event that Seller
                  undertakes to record and/or file the conveyance instruments and
                  other
                  documents associated with this transfer of interest, Buyer shall
                  reimburse
                  Seller for all associated fees at Post
                  Closing.

              


      

       

      15.9           Assignment.  Subject
        to Section 10.5, this Agreement or any part hereof may not be assigned by
        either
        Party without the prior written consent of the other Party; provided, however,
        upon notice to the other Party, either Party shall have the right to assign
        all
        or part of its rights (but none of its obligations) under this Agreement
        in
        order to qualify transfer of the Assets as a “like-kind” exchange for federal
        tax purposes.  Subject to the foregoing, this Agreement is binding
        upon the Parties hereto and their respective successors and
        assigns.

       

      15.10         Entire
        Agreement.  This
        Agreement constitutes the entire agreement reached by the Parties with respect
        to the subject matter hereof, superseding all prior negotiations, discussions,
        agreements and understandings, whether oral or written, relating to such
        subject
        matter.

       

      15.11         Severability.  In
        the event that any one or more covenants, clauses or provisions of this
        Agreement shall be held invalid or illegal, such invalidity or unenforceability
        shall not affect any other provisions of this Agreement.

       

      
        
           

        

        
          Page
            34

          
            

          

        

        
           

        

      

       

      15.12         Captions.  The
        captions in this Agreement are for convenience only and shall not be considered
        a part of or affect the construction or interpretation of any provision of
        this
        Agreement.

       

      15.13         Time
        of the Essence.  The
        parties recognize and agree that time is of the essence of this
        Agreement.

      


      15.14         Counterpart
        Execution.  This
        Agreement may be executed in any number of counterparts, and each counterpart
        hereof shall be effective as to each Party that executes the same whether
        or not
        all such Parties execute the same counterpart.  If counterparts of
        this Agreement are executed, the signature pages from various counterparts
        may
        be combined into one composite instrument for all purposes.  All
        counterparts together shall constitute only one Agreement but each counterpart
        shall be considered an original.

       

      Executed
        as of the day and year first above written.

       

      
        	 	
                SELLER:

                 

                RAVEN RESOURCES

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ David
                Stewart	 
	 	 	David
                Stewart	 
	 	 	Managing
                Member	 
	 	 	 	 


      

    

     

    
      	 	
              BUYER:

               

              LEGACY RESERVES OPERATING LP

              By: LEGACY RESERVES OPERATING GP LLC, its general
                partner

            	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/ Kyle
              A. McGraw	 
	 	 	Kyle
              A. McGraw	 
	 	 	Vice
              President, Business Development and Land	 
	 	 	 	 


    

     

    
      
         

      

      
        Page
          35