Exhibit 10.2


                           PURCHASE AND SALE AGREEMENT

                                     Between

                      DEVON ENERGY PRODUCTION COMPANY, L.P.



                                       And



                              AMEN PROPERTIES, INC.

                                      Dated



                                November 8, 2007


<PAGE>

                                TABLE OF CONTENTS
                                -----------------

1.   Certain Definitions .....................................................1
2.   Sale and Purchase .......................................................5
3.   Sale Price ..............................................................5
4.   Earnest Money ...........................................................5
5.   Allocated Values.. ......................................................5
6.   Seller's Representations.................................................6
7.   Buyer's Representations .................................................8
8.   Access to Records .......................................................9
9.   Defects. ...............................................................10
10.  Consents and Preferential Rights. ......................................13
11.  Physical and Environmental Inspection.. ................................14
12.  Period Pending Closing. ................................................14
13.  Notification of Breaches ...............................................14
14.  Sale Price Adjustments .................................................15
15.  Termination. ...........................................................16
16.  Conditions of Closing by Buyer .........................................16
17.  Conditions of Closing by Seller ........................................17
18.  Preliminary Closing Statement ..........................................17
19.  Closing ................................................................17
20.  Reservations and Exceptions ............................................18
21.  Payments ...............................................................18
22.  Assumption of Liabilities and Indemnities ..............................18
23.  Indemnification Action .................................................20
24.  Limitation on Actions ..................................................22
25.  Casualty and Condemnation ..............................................22
26.  Taxes ..................................................................22
27.  Sales Tax; Recording Fees ..............................................22
28.  Records ................................................................23
29.  Post-Closing Adjustments; Revenues .....................................23
30.  Notices ................................................................24
31.  Further Assurance ......................................................25
32.  Disclaimer of Warranties ...............................................25
33.  Expenses ...............................................................26
34.  Due Diligence ..........................................................26
35.  Material Factor ........................................................26
36.  Press Release. .........................................................26
37.  Entire Agreement .......................................................27
38.  Tax Reporting. .........................................................27
39.  Assignability. .........................................................27
40.  Choice of Law ..........................................................27
41.  Dispute Resolution .....................................................27
42.  Counterpart Execution. .................................................27
43.  Severance of Invalid Provisions. .......................................27
44.  Limitation on Damages. .................................................27
45.  References. ............................................................28
46.  Waivers ................................................................28
47.  Third Person Beneficiaries .............................................28
48.  Acknowledgement ........................................................28



                                       i
<PAGE>

                             EXHIBITS AND SCHEDULES
                             ----------------------

Exhibit A         Oil and Gas Properties
Exhibit B         Allocated Values
Exhibit C         Form of Deed, Assignment and Bill of Sale
Exhibit D         Form of Non-Foreign Affidavit
Exhibit E         Royalty Conveyance Recording Chart


Schedule 1(d)     Contracts
Schedule 1(g)     Excluded Properties
Schedule 6(e)     Litigation and Claims
Schedule 6(f)     Approvals and Preferential Rights
Schedule 6(j)     Production Balances
Schedule 6(k)     Current Commitments
Schedule 9(c)     Environmental Conditions
Schedule 10       Consents and Preferential Rights
Schedule 15       Imbalance Settlement Indices


                                       ii
<PAGE>

<TABLE>
<CAPTION>


                             INDEX OF DEFINED TERMS
                             ----------------------
Defined Term                                                                                     Section
------------                                                                                     -------

<S>                                                                                              <C>
Accounting Arbitrator............................................................................Section 29(a)
Affiliate........................................................................................Section 1(a)
Agreement........................................................................................Recitals
Allocated Values.................................................................................Section 5
Assets...........................................................................................Section 1(b)
Assumed Obligations..............................................................................Section 22(b)
Business Day.....................................................................................Section 1(c)
Buyer............................................................................................Recital
Claim Notice.....................................................................................Section 23(b)
Claim............................................................................................Section 23(b)
Closing .........................................................................................Section 19
Closing Date.....................................................................................Section 19
Code.............................................................................................Section 1(d)
Confidentiality Agreement........................................................................Section 8
Contracts........................................................................................Section 1(e)
current Tax period...............................................................................Section 26
Damages..........................................................................................Section 22(a)
Deceptive Trade Practices Act....................................................................Section 32
Defect Amount....................................................................................Section 9(f)
Defect Arbitrator................................................................................Section 9(i)
Defect Claim Date................................................................................Section 9(d)
Defect...........................................................................................Section 9(a)
Earnest Money....................................................................................Section 4
Effective Time...................................................................................Section 1(f)
Environmental Arbitrator.........................................................................Section 9(i)
Environmental Defect.............................................................................Section 9(c)
Environmental Laws...............................................................................Section 9(c)
Excluded Properties..............................................................................Section 1(g)
Excluded Records.................................................................................Section 1(h)
Governmental Authority...........................................................................Section 1(i)
Indemnified Person...............................................................................Section 23(a)
Indemnifying Person..............................................................................Section 23(a)
July Reserve Report..............................................................................Section 14(h)
Laws.............................................................................................Section 1(j)
Leases...........................................................................................Section 1(k)
MMMF.............................................................................................Section 32
Net Profits Royalties............................................................................Section 1(l)
NORM.............................................................................................Section 9(c)
NPR Agreement....................................................................................Section 1(m)
Party............................................................................................Recital
Permitted Encumbrances...........................................................................Section 1(n)
Person...........................................................................................Section 1(o)
Properties.........................................................................................Section 1(p)
Property.........................................................................................Section 1(p)
Records..........................................................................................Section 1(q)
Revised Reserve Report...........................................................................Section 14(h)
Sale Price.......................................................................................Section 3
Seller...........................................................................................Recital
Seller Group.....................................................................................Section 22(a)
Suspended Royalties .............................................................................Section 1(r)
Target Closing Date..............................................................................Section 19
Tax..............................................................................................Section 1(r)
Term Interest....................................................................................Section 1(t)
Title Arbitrator.................................................................................Section 9(i)
Title Defect.....................................................................................Section 9(b)
Units............................................................................................Section 1(u)
Wells............................................................................................Section 1(v)

</TABLE>

                                      iii
<PAGE>

                           PURCHASE AND SALE AGREEMENT

         This  PURCHASE  AND  SALE  AGREEMENT,  dated  as of  November  8,  2007
("Agreement"),  is between Devon Energy  Production  Company,  L.P., an Oklahoma
limited partnership  (hereinafter referred to as "Seller"), and Amen Properties,
Inc., a Delaware corporation  (hereinafter  referred to as "Buyer").  Seller and
Buyer are sometimes  referred to collectively as the "Parties" and  individually
as a "Party."

         WHEREAS,  Seller  desires to sell and Buyer  desires to purchase  those
certain interests in oil and gas properties,  rights and related assets that are
defined and described as "Properties" herein.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and for other valuable  consideration,  the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyer agree as follows:

1. Certain Definitions. As used herein:

         (a)  "Affiliate"  means,  with  respect to any  Person,  a Person  that
directly or indirectly  controls,  is  controlled by or is under common  control
with such Person, with control in such context meaning the ability to direct the
management or policies of a Person  through  ownership of voting shares or other
securities, pursuant to a written agreement, or otherwise.

         (b)  "Assets"  means the  Leases,  Wells and Units,  as burdened by and
subject to the Net Profits Royalties.

         (c) "Business Day" means any day other than a Saturday,  a Sunday, or a
day on which  banks are closed for  business  in New York,  New York or Houston,
Texas, United States of America.

         (d) "Code" means the United  States  Internal  Revenue Code of 1986, as
amended.

         (e) "Contracts" means all currently existing contracts,  agreements and
instruments  with  respect  to  the  Properties,  to  the  extent  burdening  or
applicable  to the  Properties,  including  operating  agreements,  unitization,
pooling, and communitization agreements, declarations and orders, area of mutual
interest  agreements,  joint venture agreements,  farmin and farmout agreements,
exchange  agreements,  transportation  agreements,  agreements  for the sale and
purchase of oil and gas and processing  agreements,  including,  but not limited
to, those contracts,  agreements and instruments set forth on Schedule 1(d), but
excluding  any  contracts,   agreements  and  instruments  included  within  the
definition of "Excluded Properties".

         (f)  "Effective  Time" shall mean  October 1, 2007 at 7:00 a.m.,  local
time,  said time to be determined  for each locality in which the Properties are
located in accordance with the time generally observed in said locality.

         (g) "Excluded Properties" shall mean the following:

                  (i)      the Excluded Records;

                  (ii) all copies of other Records  retained by Seller  pursuant
to Section 28;

                  (iii) all contracts, agreements and instruments whose transfer
is  prohibited  or  subjected to payment of a fee or other  consideration  by an
agreement with a Person other than an Affiliate of Seller, or by applicable Law,
and for which no consent to  transfer  has been  received or for which Buyer has
not agreed in writing to pay the fee or other consideration, as applicable;


                                       1
<PAGE>

                  (iv) all permits and other appurtenances for which transfer is
prohibited  or  subjected  to  payment  of a fee or  other  consideration  by an
agreement with a Person other than an Affiliate of Seller, or by applicable Law,
and for which no consent to  transfer  has been  received or for which Buyer has
not agreed in writing to pay the fee or other consideration, as applicable;

                  (v) all claims  against third  Persons  pending on or prior to
the Effective Time, but excluding any claims related to the Suspended Royalties;

                  (vi) any Tax refund  (whether  by payment,  credit,  offset or
otherwise,  and together with any interest  thereon) in respect of any Taxes for
which Seller is liable for payment or required to indemnify  Buyer under Section
22 or 28;

                  (vii) all refunds  relating from severance Tax abatements with
respect to all  taxable  periods or portions  thereof  ending on or prior to the
Effective Time, but excluding any refunds relating to the Suspended Royalties;

                  (viii) all claims  against  insurers  under  policies  held by
Seller or its Affiliates;

                  (ix) all cash, cash equivalents and amounts receivable held by
the Trustee;

                  (x) all audit rights under any  Contracts or the Leases to the
extent  related to periods prior to the Effective  Time, but excluding any audit
rights related to the Suspended Royalties;

                  (xi) any surface rights related to the Leases, Units or Wells;

                  (xii) any other assets, personal property,  contracts or other
tangible or intangible rights described on Schedule 1(g); and

                  (xiii) all oil,  gas and mineral fee  interests,  subject to a
Term Interest to be conveyed to Buyer at Closing.

Notwithstanding  anything to the  contrary in this  Section 1(f) or elsewhere in
this  Agreement,  "Properties"  shall not include any rights with respect to the
Excluded Properties.

         (h) "Excluded Records" shall mean:

                  (i) all corporate,  financial,  Tax and legal data and records
of the Trustee  that relate to the Trust  generally  (whether or not relating to
the Properties);

                  (ii) any data,  software and records to the extent  disclosure
or  transfer  is   prohibited  or  subjected  to  payment  of  a  fee  or  other
consideration by any license  agreement or other agreement with a Person,  or by
applicable  Law, and for which no consent to transfer  has been  received or for
which Buyer has not agreed in writing to pay the fee or other consideration,  as
applicable;

                  (iii)  all  legal  records  and  legal  files  of the  Trustee
including  all  work  product  of and  attorney-client  communications  with the
Trustee's legal counsel;

                  (iv)  all  data  and  records  relating  to  the  sale  of the
Properties,  including communications and correspondence with Stifel, Nicolaus &
Company, Incorporated, Devon and its Affiliates,  representatives and agents and
bids received from and records of negotiations with third Persons;

                  (v) all  data  and  records  relating  to the  other  Excluded
Properties; and


                                       2
<PAGE>

                  (vi) all  original  data,  software  and  records,  or  copies
thereof, retained by Seller pursuant to Section 28.

         (i) "Governmental Authority" means any national government and/or state
or other  government  of any political  subdivision,  and  departments,  courts,
commissions, boards, bureaus, ministries, agencies or other instrumentalities of
any of them.

         (j) "Laws" means all laws, statutes,  rules,  regulations,  ordinances,
orders, decrees, requirements, judgments and codes of Governmental Authorities.

         (k) "Leases" means, collectively,  the oil and gas leases, oil, gas and
mineral  leases  and  subleases,  royalties,  overriding  royalties,  and a Term
Interest in the mineral fee interests that are described on Exhibit A.

         (l) "Net Profits Royalties" means the interests granted pursuant to the
Royalty  Conveyance  from  Santa Fe Energy  Resources,  Inc.  and Adobe  Royalty
Incorporated  (collectively,  the  "Assignor")  to Texas  Commerce Bank National
Association (together with its successors,  the "Trustee") effective November 1,
1992 as  referenced  in  Exhibit E by Book or Volume and Page  Number  (less any
interest previously released by the Trustee for sale).

         (m) "NPR Agreement" means the purchase and sale agreement  between Bank
of New York Trust Company,  N.A.,  solely in its capacity as trustee of Santa Fe
Energy Trust, and Amen Properties, Inc. dated November 8, 2007.

         (n) "Permitted Encumbrances" means any or all of the following:

                  (i)  Lessors'   royalties   and  any   overriding   royalties,
reversionary  interests  and  other  burdens  to the  extent  that  they do not,
individually or in the aggregate,  reduce the net revenue interests with respect
to the Assets  below that shown in Exhibit A or increase  the working  interests
above  that  shown in  Exhibit  A without a  corresponding  increase  in the net
revenue interest;

                  (ii)  All  leases,   unit  agreements,   pooling   agreements,
operating  agreements,  production  sales  contracts,  division orders and other
contracts,  agreements  and  instruments  applicable  to the  Assets,  including
provisions for penalties,  suspensions or forfeitures  contained therein, to the
extent  that  they do not,  individually  or in the  aggregate,  reduce  the net
revenue  interests  with  respect to the Assets below that shown in Exhibit A or
increase  the working  interests  with respect to the Assets above that shown in
Exhibit A without a corresponding increase in the net revenue interest;

                  (iii) Rights of first refusal, preferential rights to purchase
and similar rights with respect to the Properties;

                  (iv)   Third-Person    consent    requirements   and   similar
restrictions which are not applicable to the sale of the Properties contemplated
by this Agreement or with respect to which waivers or consents are obtained from
the appropriate Persons prior to the Closing Date or the appropriate time period
for  asserting  the right has expired or which need not be satisfied  prior to a
transfer;

                  (v) Liens for Taxes or  assessments  not yet delinquent or, if
delinquent, that are being contested in good faith by appropriate actions;

                  (vi)  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  amounts not yet  delinquent  (including  any
amounts  being  withheld as provided by Law), or if  delinquent,  that are being
contested in good faith by appropriate actions;


                                       3
<PAGE>

                  (vii) All rights to  consent,  required  notices  to,  filings
with,  or other  actions by  Governmental  Authorities  in  connection  with the
transactions  contemplated hereby if they are customarily obtained subsequent to
the sale or conveyance of similar assets;

                  (viii)  Rights of  reassignment,  termination  or reversion of
title or interest in the Properties  arising (A) upon final intention to abandon
or release the Assets or Properties, or any of them; or (B) under any instrument
set forth in Part 1 of Exhibit A;

                  (ix) Easements, rights-of-way, covenants, servitudes, permits,
surface leases and other rights in respect of surface operations;

                  (x) Calls on production under existing Contracts;

                  (xi)  Any  actual  or  asserted  termination  of  title to any
mineral  servitude or any Subject Asset held by  production as a consequence  of
the failure to conduct  operations,  cessation  of  production  or  insufficient
production over any period;

                  (xii) All  rights  reserved  to or vested in any  Governmental
Authorities  to control or regulate any of the  Properties  or the Assets in any
manner or to assess Tax with respect to the Properties or Assets, the ownership,
use or  operation  thereof,  or revenue,  income or capital  gains with  respect
thereto,  and all  obligations  and duties under all applicable Laws of any such
Governmental  Authority or under any franchise,  grant, license or permit issued
by any Governmental Authority;

                  (xiii)  Any  lien,  charge,  cause of  action,  claim or other
encumbrance on or affecting the Properties which is expressly  waived,  assumed,
bonded or paid by Buyer at or prior to Closing or which is  discharged by Seller
at or prior to Closing;

                  (xiv) any lien or trust  arising in  connection  with workers'
compensation, unemployment insurance, pension or employment Laws or regulations;

                  (xv) Any matter set forth on any  schedule or exhibit  hereto,
or set forth on any  agreement  or  instrument  identified  on any  schedule  or
exhibit hereto; and

                  (xvi) Any other  liens,  charges,  claims,  causes of  action,
encumbrances,  defects or  irregularities  which do not,  individually or in the
aggregate,  materially  detract from the value of the Assets subject  thereto or
affected  thereby (as currently  used or owned) and which would be accepted by a
reasonably  prudent  purchaser  engaged  in the  business  of owning oil and gas
interests similar in nature to the Assets,  including,  without limitation,  the
absence of any lease  amendment  or consent by any  royalty  interest or mineral
interest  holder  authorizing  the pooling of any  leasehold  interest,  royalty
interest or mineral  interest  and the failure of Exhibit A to reflect any lease
or any  unleased  mineral  interest  where the owner  thereof  was  treated as a
non-participating co-tenant during the drilling of any well.

         (o) "Person" means any individual,  corporation,  partnership,  limited
liability company, trust, estate, Governmental Authority or any other entity.

         (p) "Property" or "Properties"  means all of Seller's right,  title and
interest in and to the Assets, the Suspended Royalties,  the Contracts,  and the
Records.

         (q)  "Records"  means the data and  records  of  Seller,  to the extent
relating  solely  to the  Properties,  excluding,  however,  in each  case,  the
Excluded Records.

         (r) "Suspended  Royalties" means any amounts attributable to the Assets
payable  out of  production  of oil or gas  from  the  Assets,  or the  proceeds
thereof,  to Seller,  but held in suspense by any Person as of the Closing Date,
regardless of whether such amounts are  attributable  to production  for periods
before,  on, or after the  Effective  Time,  and any interest  accrued in escrow
accounts for such suspended funds.


                                       4
<PAGE>

         (s) "Tax" means all taxes,  including  any foreign,  federal,  state or
local  income tax,  surtax,  remittance  tax,  presumptive  tax,  net worth tax,
special  contribution,  production tax,  pipeline  transportation  tax, freehold
mineral tax, value added tax,  withholding  tax,  gross  receipts tax,  windfall
profits tax, profits tax,  severance tax,  personal  property tax, real property
tax,  sales tax,  goods and services  tax,  service tax,  transfer tax, use tax,
excise tax,  premium  tax,  stamp tax,  motor  vehicle tax,  entertainment  tax,
insurance tax,  capital stock tax,  franchise tax,  occupation tax, payroll tax,
employment tax,  unemployment tax, disability tax, alternative or add-on minimum
tax and estimated  tax,  imposed by a Governmental  Authority  together with any
interest, fine or penalty thereon.

         (t) "Term  Interest"  means an interest in all oil, gas and mineral fee
interests  for the life of all  Leases in force and  effect on such fee or lands
pooled therewith, or production of oil or gas in paying quantities from existing
wells thereon or on lands pooled therewith.

         (u) "Units" means all pooled,  communitized  or unitized  acreage which
includes  all or  part  of any  Leases,  and all  tenements,  hereditaments  and
appurtenances belonging to the Leases and Units.

         (v) "Wells" means any and all oil, gas,  water,  CO2 or injection wells
located on the Leases or on the pooled,  communitized  or unitized  acreage that
includes all or any part of the Leases,  including  the wells shown on Exhibit A
attached hereto.

2.  Sale  and  Purchase.  Subject  to and  upon  all of the  terms,  conditions,
reservations and exceptions  hereinafter set forth, Seller shall sell, transfer,
assign,  convey and deliver the Properties to Buyer,  and Buyer shall  purchase,
receive,  pay for and accept the  Properties  from  Seller,  effective as of the
Effective Time.

3. Sale Price.  The sale price for the Properties  shall be five million and six
hundred and four thousand dollars  ($5,604,000) ("Sale Price"),  subject only to
any applicable price adjustments as provided for in Section 14.

4. Earnest Money. Upon execution of this Agreement, Buyer shall pay to Seller an
earnest money deposit  ("Earnest  Money") in the amount of fifteen percent (15%)
of the Sale Price. In the event the Closing  occurs,  the Earnest Money shall be
credited  against the Sale Price at Closing as provided in Section 14, otherwise
the Earnest Money shall be distributed as provided in Section 15.

5.  Allocated  Values.  Buyer and Seller herein agree upon the allocation of the
Sale Price among the Properties (the "Allocated  Value").  Such Allocated Values
are made a part of this  Agreement and are shown on Exhibit B, which is attached
hereto.  The share of each  adjustment  allocated to a  particular  Well or Unit
shall be obtained by allocating that adjustment among the various  Properties on
a pro rata basis in proportion to the Sale Price allocated to each such Property
on Exhibit B.  Within  three (3)  Business  Days  after  receipt of the  Revised
Reserve  Report,  Buyer may amend  Exhibit B by providing  Seller with a written
copy of such amendment, provided, however, that such amendment shall be void and
of no force  or  effect  if the  changes  reflected  in such  amendment  are not
materially  consistent with the differences between the information set forth in
the July  Reserve  Report and the  Revised  Reserve  Report  (after  taking into
account the values set forth on the original  Exhibit B attached  hereto and the
proposed  amended  Exhibit B) and,  within three (3)  Business  Days of Seller's
receipt of such amendment,  Seller provides  written notice to Buyer that Seller
objects  to such  amendment.  Seller  has  accepted  such  Allocated  Values for
purposes  of  this  Agreement  and the  transactions  contemplated  hereby,  but
otherwise makes no representation or warranty as to the accuracy of such values.

6. Seller's Representations.  Seller represents and warrants to Buyer that as of
the Closing Date (as hereinafter defined):


                                       5
<PAGE>

         (a)  Qualification  and Power.  Seller is validly  existing and in good
standing under the Laws of its  jurisdiction of formation and has full power and
authority to enter into and perform this Agreement  (and all documents  required
to be  executed  and  delivered  by Seller at  Closing)  and to  consummate  the
transactions contemplated by this Agreement (and such documents).

         (b) Authorization. Seller's execution, delivery and performance of this
Agreement (and all documents required to be executed by Seller at Closing),  and
the consummation of the transactions  contemplated hereby and thereby, have been
duly and validly authorized by Seller. This Agreement has been duly executed and
delivered by Seller (and all documents  required to be executed and delivered by
Seller at Closing  will be duly  executed  and  delivered  by  Seller)  and this
Agreement  constitutes,  and at the Closing such documents will constitute,  the
valid and binding  obligations of Seller,  enforceable in accordance  with their
terms except as such  enforceability may be limited by applicable  bankruptcy or
other similar Laws  affecting the rights and remedies of creditors  generally as
well  as  to  general   principles  of  equity   (regardless   of  whether  such
enforceability is considered in a proceeding in equity or at law).

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

         (d)  Title.  Seller  has  Marketable  Title  to the  Property.  For the
purposes of this Agreement, "Marketable Title" means such title that will enable
Buyer, as Seller's successor in title, to receive from each of the Properties at
least  the  "net  revenue  interest"  shown on  Exhibit  A,  without  reduction,
suspension,  or termination  throughout the productive life of the Wells, except
for any reduction,  suspension,  or  termination:  (i) in connection  with those
operations in which those  Properties are subject to any  non-consent or similar
penalties;  (ii)  resulting from reversion of interest to co-owners with respect
to operations in which such  co-owners  elected not to consent;  (iii) caused by
orders of the appropriate  regulatory agency having jurisdiction over a Property
that  are  promulgated  after  the  Effective  Date and  that  concern  pooling,
unitization,  communitization  or spacing  matters  affecting a  Property;  (iv)
required to allow other working interest owners to make up past  underproduction
or pipelines to make up past  underdeliveries;  (v) caused by Buyer,  any of its
affiliates,  successors  in  title  or  assigns;  (vi)  caused  by any  Contract
containing a  sliding-scale  royalty clause or other similar clause with respect
to a  production  burden  associated  with  a  particular  Property;  or,  (vii)
otherwise  set out in Exhibit A.  "Marketable  Title" also means title that will
obligate  Buyer,  as Seller's  successor in title,  to bear no greater  "Working
Interest" than the Working  Interest for each of the wells identified on Exhibit
A as being associated with each of the Properties,  without increase  throughout
the productive life of the Wells, except for any increase:  (i) caused by Buyer,
any of its affiliates, successors in title or assigns; (ii) that also results in
the  Net  Revenue  Interest  associated  with  the  Well  being  proportionately
increased;   (iii)  caused  by  contribution  requirements  provided  for  under
provisions similar to those contained in an A.A.P.L.  Form Operating  Agreement;
(iv) caused by orders of the appropriate  regulatory agency having  jurisdiction
over a Property that are  promulgated  after the Effective Date and that concern
pooling, unitization, communitization, or spacing matters affecting a particular
Property;  or, (v)  otherwise  set forth in Exhibit A.  "Marketable  Title" also
means the  Properties  are free and clear of all  encumbrances,  liens,  claims,
easements,  rights, agreements,  instruments,  obligations,  burdens, or defects
(collectively the "Liens"), except for Permitted Encumbrances.

         (e) Litigation and Claims.  To Seller's actual  knowledge and except as
would not have a material  adverse effect on the Properties in the aggregate and
except as is set forth on Schedule  6(e),  no claim,  demand,  filing,  cause of
action,  administrative proceeding,  lawsuit, or other litigation is pending, or
threatened that could now or later  adversely  affect the ownership or operation
of any of the  Properties,  other  than  proceedings  relating  to the  industry
generally and to which Seller is not a named party. To Seller's actual knowledge
and except as would not have a material  adverse  effect on the  Properties,  no
written or oral notice from any governmental agency or any other person has been
received by Seller: (i) claiming any violation or repudiation of all or any part
of the Properties or any violation of any law or any environmental, conservation
or other  ordinance,  code,  rule or  regulation;  or,  (ii)  require or calling
attention  to the need for any  work,  repairs,  construction,  alterations,  or
installations on or in connection with the Properties, with which Seller has not
complied.


                                       6
<PAGE>

         (f) Approvals and Preferential Rights. To Seller's actual knowledge and
except as would not have a  material  adverse  effect on the  Properties  in the
aggregate,  Schedule  6(f)  contains a complete  and  accurate  schedule  of all
approvals required to be obtained by Seller for the assignment of the Properties
to Buyer, and all preferential purchase rights that affect the Properties.

         (g) Compliance with Law and Permits.  To Seller's actual  knowledge and
except as would not have a  material  adverse  effect on the  Properties  in the
aggregate:  the Properties  have been operated in compliance  with the provision
and  requirements  of the applicable oil and gas leases,  and all laws,  orders,
regulations,  rules,  and ordinances  issued or promulgated by all  governmental
authorities  having  jurisdiction  with  respect  to the  Properties;  (ii)  all
necessary  governmental  certificates,  consents,  permits,  licenses,  or other
authorizations  with regard to the ownership or operation of the Properties have
been obtained and no  violations  exist or have been recorded in respect of such
licenses,  permits  or  authorizations;  and  (iii)  none of the  documents  and
materials filed with or furnished to any governmental  authority with respect to
the  Properties  contains any untrue  statement of a material  fact or omits any
statement of a material fact necessary to make the statement not misleading.

         (h) Status of  Contracts.  To Seller's  actual  knowledge and except as
would not have a material adverse effect on the Properties in the aggregate: (i)
all of the Contracts and other  obligations of Seller relating to the Properties
are in full force and effect; (ii) no other party is in breach or default of the
Contracts;  and (iii) no other party has given or  threatened  to give notice of
any  default,  inquired  into any  possible  default,  or taken action to alter,
terminate,  rescind, or procure a judicial  reformation of any Contract.  Seller
does not  anticipate any other party to a Contract will be in breach of, default
under,  or repudiate any of its  obligations  of a Contract,  to the extent such
breach,  default,  or  repudiation  will have a material  adverse  effect on the
Properties in the aggregate.

         (i)  Production  Burdens,  Taxes,  and  Expenses.  To  Seller's  actual
knowledge  and  except  as  would  not have a  material  adverse  effect  on the
Properties in the aggregate and provided that this representation does not apply
to any  obligation  Seller  may owe to the Santa Fe Energy  Trust or Bank of New
York Trust Company,  N.A.,  solely in its capacity as trustee of Santa Fe Energy
Trust: (i) all rentals, royalties, excess royalty, overriding royalty interests,
and other  payments  due under or with respect to the  Properties  and for which
Seller is directly  responsible  have been properly and timely paid; (ii) all ad
valorem, property,  production,  severance, and other taxes based on or measured
by the ownership of the  Properties or the production  from the Properties  have
been properly and timely paid;  and all expenses  payable under the terms of the
Contracts have been properly and timely paid except for expenses currently paid,
prior to delinquency, in the ordinary course of business.

         (j) Production  Balances.  To Seller's  actual  knowledge and except as
would not have a material  adverse effect on the Properties in the aggregate and
except as  described  in Schedule  6(j):  (i) none of the  purchasers  under any
production  sales  contracts  are  entitled  to "makeup"  or  otherwise  receive
deliveries of oil or gas at any time after the Effective Date without paying, at
such time, the full contract price for oil or gas and (ii) no person is entitled
to  receive  any  portion  of the  interest  of Seller in any oil or gas,  or to
receive cash or other payments to "balance" any  disproportionate  allocation of
oil or gas under any operating  agreement,  gas balancing and storage agreement,
gas processing or dehydration agreement, or other similar agreements.

         (k) Current  Commitments.  To Seller's  actual  knowledge and except as
would not have a material  adverse  effect on the  Properties in the  aggregate,
Schedule  6(k)  contains a true and complete  list of: (i) all  authorities  for
expenditure  ("AFEs") and other oral or written  commitments  to drill or rework
wells on the Properties or for capital  expenditures  pursuant to any Contracts,
that have been  proposed by any person on or after the July 1, 2007,  whether or
not accepted by Seller or any other person and (ii) all AFEs and oral or written
commitments to drill or rework wells or for other capital expenditures  pursuant
to any  Contracts,  for  which  all of the  activities  anticipated  in  AFEs or
commitments have not been completed by the date of this Agreement.


                                       7
<PAGE>

         (l) Limitations.

                  (i)  Except as and to the extent  expressly  set forth in this
Section  6, (A)  Seller  makes no  representations  or  warranties,  express  or
implied, and (B) Seller expressly disclaims all liability and responsibility for
any  representation,  warranty,  statement or information  made or  communicated
(orally or in writing)  to Buyer or any of its  Affiliates,  employees,  agents,
consultants or  representatives  (including,  without  limitation,  any opinion,
information,  projection  or advice that may have been  provided to Buyer by any
officer,  director,  employee,  agent, consultant,  representative or advisor of
Seller or any of their Affiliates).

                  (ii) Exhibits and  Schedules may include  matters not required
by the terms of this Agreement to be listed on the Exhibits and Schedules, which
additional  matters  are  disclosed  for the  convenience  of  Buyer  only,  and
inclusion of any such matter does not mean that all such matters are included or
that any of such matters are material.

                  (iii)   A   matter   scheduled   as  an   exception   to   any
representation,  warranty or statement set forth in this Section 6, set forth on
any schedule or exhibit hereto, or set forth on any agreement  identified on any
schedule  or  exhibit  hereto  shall  be  deemed  to  be  an  exception  to  all
representations, warranties and statements to which it is relevant.

7. Buyer's  Representations.  Buyer represents and warrants to Seller that as of
the Closing Date:

         (a)  Qualification  and Power.  Buyer is a duly  organized  corporation
validly  existing and in good standing  under the Laws of the State of Delaware;
is duly qualified to carry on its business in the states in which the Properties
are  located,  and has full power and  authority  to enter into and perform this
Agreement  (and all documents  required to be executed and delivered by Buyer at
Closing) and to consummate the transactions  contemplated by this Agreement (and
such documents).

         (b) Authorization.  Buyer's execution, delivery and performance of this
Agreement (and all documents  required to be executed by Buyer at Closing),  and
the consummation of the transactions  contemplated hereby and thereby, have been
duly and validly  authorized  by all necessary  corporate  action on the part of
Buyer This  Agreement  has been duly  executed  and  delivered by Buyer (and all
documents required to be executed and delivered by Buyer at Closing will be duly
executed and  delivered  by Buyer) and this  Agreement  constitutes,  and at the
Closing such documents  will  constitute,  the valid and binding  obligations of
Buyer,  enforceable in accordance with their terms except as such enforceability
may be limited by  applicable  bankruptcy  or other  similar Laws  affecting the
rights and remedies of creditors  generally as well as to general  principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

         (c) No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement by Buyer,  and the  consummation of the  transactions  contemplated by
this  Agreement,  will not (i)  violate  any  provision  of the  certificate  of
incorporation or bylaws (or other governing  instruments) of Buyer,  (ii) result
in a material default (with due notice or lapse of time or both) or the creation
of  any  lien  or  encumbrance  or  give  rise  to  any  right  of  termination,
cancellation or acceleration under any material note, bond, mortgage, indenture,
or other financing instrument to which Buyer is a party or by which it is bound,
(iii) violate any judgment,  order, ruling, or regulation applicable to Buyer as
a party in interest  or (iv)  violate any Law  applicable  to Buyer,  except any
matters  described in clauses  (ii),  (iii) or (iv) above which would not have a
material  adverse  effect  on Buyer or its  properties  or  Buyer's  ability  to
consummate the transactions contemplated hereby.


                                       8
<PAGE>

         (d)  Consents,  Approvals  or  Waivers.  The  execution,  delivery  and
performance of this Agreement by Buyer are not subject to any consent,  approval
or waiver from any Governmental Authority or other Person.

         (e)  Litigation.  There are no actions,  suits or proceedings  pending,
threatened in writing before any  Governmental  Authority or arbitrator  against
Buyer or any Affiliate of Buyer which could impair or delay  Buyer's  ability to
perform its obligations under this Agreement.

         (f) Financing.  Buyer has sufficient cash, available lines of credit or
other  sources of  immediately  available  funds (in United  States  dollars) to
enable it to pay the Sale Price to Seller at the Closing.

         (g)  Investment  Intent.  Buyer is acquiring the Properties for its own
account and not with a view to their sale or  distribution  in  violation of the
Securities Act of 1933, as amended,  the rules and regulations  thereunder,  any
applicable state blue sky Laws, or any other applicable securities Laws.

         (h)  Liability  for  Brokers'  Fees.   Seller  shall  not  directly  or
indirectly  have any  responsibility,  liability  or  expense,  as a  result  of
undertakings or agreements of Buyer, for brokerage fees,  finder's fees, agent's
commissions  or  other  similar  forms of  compensation  to an  intermediary  in
connection with the negotiation,  execution or delivery of this Agreement or any
agreement or transaction contemplated hereby.

         (i)  Qualification.  Buyer is or as of the  Closing  will be  qualified
under applicable Laws to own and hold the Properties.

         (j) Independent Investigation; Reliance. Buyer is (or its advisors are)
sophisticated  and experienced and knowledgeable in the oil and gas business and
aware of the risks of that business.  Buyer acknowledges and affirms that (i) it
has  completed its own  independent  investigation,  verification,  analysis and
evaluation of the  Properties,  and (ii) it has made all reviews and inspections
of the Properties and Assets as it has deemed  necessary or  appropriate.  Buyer
represents  and affirms that in entering into this  Agreement,  Buyer has relied
solely on (i) the express  representations  and  warranties  made  expressly  by
Seller in Section 6 of this Agreement,  (ii) Buyer's  independent  investigation
of, and judgment  with respect to, the Assets and the  Properties  and (iii) the
advice of its own legal, Tax, economic, environmental,  engineering,  geological
and geophysical  advisors and not on any comments or other  statements of Seller
or of any representatives of, or consultants or advisors engaged by or on behalf
of Seller.  Except for the  representations  and  warranties  expressly  made by
Seller in  Section 6 of this  Agreement,  Buyer  acknowledges  that there are no
representations  or  warranties,   express  or  implied,  as  to  the  financial
condition,  liabilities,  operations,  business or prospects with respect to the
Properties  and that in making its decision to enter into this  Agreement and to
consummate the transactions  contemplated  hereby,  Buyer has relied solely upon
its own independent  investigation,  verification,  analysis and evaluation, has
evaluated the merits and risks of purchasing the Properties  from Seller and has
formed its own opinion  based solely on Buyer's  knowledge and  experience  and,
except  for the  representations  and  warranties  made  expressly  by Seller in
Section  6, not on any  representations  or  warranties  by  Seller or any other
Person, including any representatives,  consultants or advisors engaged by or on
behalf of Seller.  Buyer represents and affirms that Buyer has not relied on the
representations and warranties made by Seller in Section 6 of this Agreement for
any  purpose  other  than  entering  into  this  Agreement,  including,  without
limitation, its entry into the NPR Agreement.

8. Access to Records. After execution of this Agreement, Seller shall give Buyer
and its authorized  representatives,  during regular  business hours, at Buyer's
sole risk,  cost and  expense,  access,  with  copying  privileges,  to data and
records, and to all contract,  land, title and lease records, to the extent such
data and records are in Seller's possession and relate to the Properties, and to
such other  information  in Seller's  possession  relating to the  Properties as
Buyer may  reasonably  request;  provided,  however,  that Seller  shall have no
obligation  to provide  Buyer access to any data or  information  (a) where such
access or disclosure  would violate  applicable Laws, (b) which Seller considers
proprietary or  confidential or (c) to which Seller cannot legally provide Buyer
access  because  of  third-Person  restrictions  on Seller or the  nature of the
interests  owned by Seller.  Seller  agrees to use its  commercially  reasonable
efforts to obtain  the  consent  of any such  third  Person to furnish  any such
information  to Buyer as  reasonably  requested  by Buyer.  Such access by Buyer
shall be limited to Seller's normal business  hours,  and Buyer's  investigation
shall be conducted in a manner that minimizes interference with the operation of
the Assets and the operations of Seller.  Buyer acknowledges that Seller may not
be the operator of the Assets and that, except as set forth in Section 6, Seller
makes no representations or warranties (i) regarding any rights to provide Buyer
with  access  to any  data,  information,  or other  materials  relating  to the
Properties  held by third Persons,  or (ii) as to the accuracy,  completeness or
the  sufficiency  of the Records or any other access,  or  information,  data or
reports  provided  hereunder.   All  information   obtained  by  Buyer  and  its
representatives  under  this  Section  8 shall be  subject  to the terms of that
certain   confidentiality   agreement   between  Stifel,   Nicolaus  &  Company,
Incorporated,   on  behalf  of  Seller,   and  Buyer  dated  September  6,  2007
("Confidentiality Agreement") and any applicable privacy Laws regarding personal
information.


                                       9
<PAGE>

9. Defects.

         (a) For the purpose of this Agreement,  a "Defect" shall mean any Title
Defect or Environmental Defect.

         (b) "Title Defect" shall mean any lien,  charge,  obligation,  cause of
action,  claim or title defect  burdening the  Properties,  other than Permitted
Encumbrances, that:

                  (i) Subject to the Net Profits Royalties,  entitles the Seller
to receive at any time  throughout the duration of the productive life of any of
the Leases,  Units or Wells, LESS THAN the "net revenue interest" share shown in
Exhibit A of all oil, gas and other minerals  produced,  saved and marketed from
such Asset,  except decreases in connection with those operations in which those
Assets are subject to any non-consent or similar penalties,  decreases resulting
from reversion of interest to co-owners with respect to operations in which such
co-owners elected not to consent,  decreases resulting from the establishment or
amendment  of pools or units,  and  decreases  required to allow  other  working
interest  owners to make up past  underproduction  or  pipelines to make up past
underdeliveries and except as stated in Exhibit A;

                  (ii)  Subject  to the Net  Profits  Royalties,  obligates  the
portion of the Assets  burdened by the to bear at any time a  percentage  of the
costs and  expenses  for the  maintenance  and  development  of, and  operations
relating to, any Lease, Unit or Well NOT GREATER THAN of the "working  interest"
shown in  Exhibit A without  increase  throughout  the  productive  life of such
Asset,  except as  stated  in  Exhibit A and  except  increases  resulting  from
contribution  requirements with respect to defaulting co-owners under applicable
operating  agreements or applicable Law and increases that are accompanied by at
least a proportionate increase in the net revenue interest.

         (c) "Environmental Defect" shall mean, except for any matters set forth
on Schedule 9(c) attached hereto,  the failure of the ownership and operation of
the Assets to be in material  compliance with all applicable  Environmental Laws
or any contamination of groundwater, surface water, soil or seabed on the Assets
resulting from  hydrocarbon  activities on such Assets required to be remediated
under applicable  Environmental Laws on or before the date of this Agreement, in
each  case  that  are  chargeable  to the  Properties  but  which  have not been
remediated,  provided,  however,  the presence or absence of naturally occurring
radioactive material ("NORM"), asbestos, mercury, drilling fluids and chemicals,
and produced waters and  hydrocarbons in or on the Assets in quantities  typical
for oilfield operations in the areas in which the Assets are located shall in no
event constitute an "Environmental  Defect".  "Environmental Laws" means, as the
same have been  amended  to the date  hereof,  the  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act, 42 U.S.C.  ss.  9601 et seq.;  the
Resource  Conservation and Recovery Act, 42 U.S.C. ss. 6901 et seq.; the Federal
Water Pollution  Control Act, 33 U.S.C.  ss. 1251 et seq.; the Clean Air Act, 42
U.S.C. ss. 7401 et seq.; the Hazardous  Materials  Transportation Act, 49 U.S.C.
ss.  1471 et seq.;  the Toxic  Substances  Control  Act, 15 U.S.C.  ss.ss.  2601
through 2629; the Oil Pollution  Act, 33 U.S.C.  ss. 2701 et seq.; the Emergency
Planning and Community  Right to Know Act, 42 U.S.C.  ss. 11001 et seq.; and the
Safe  Drinking  Water Act, 42 U.S.C.  ss.ss.  300f through 300j, in each case as
amended to the date  hereof,  and all similar  Laws as of the date hereof of any
Governmental  Authority  having  jurisdiction  over  the  property  in  question
addressing  pollution or protection of the environment or biological or cultural
resources and all regulations implementing the foregoing.


                                       10
<PAGE>

         (d) To assert a claim for any Defect, Buyer must deliver a claim notice
or notices to Seller on or before the date ten (10)  Business  Days prior to the
Target Closing Date ("Defect Claim Date").  Each such notice shall be in writing
and shall include: (i) a description of the alleged Defect(s);  (ii) the Leases,
Units or Wells  affected;  (iii) the  Allocated  Values of the Leases,  Units or
Wells subject to the alleged  Defect(s);  (iv) supporting  documents  reasonably
necessary for Seller (as well as any title attorney, environmental consultant or
examiner hired by Seller) to verify the existence of the alleged Defect(s);  and
(v) the amount by which Buyer reasonably  believes the Allocated Values of those
Leases, Units or Wells are reduced by the alleged Defect(s) and the computations
and  information  upon which Buyer's  belief is based.  Buyer shall be deemed to
have  waived,  and hereby does waive,  all claims for Defects of which Buyer has
not provided Seller notice on or before the Defect Claim Date.

         (e) Seller shall have the right, but not the obligation, to attempt, at
Seller's  sole cost, to cure or remove on or before the Closing Date any Defects
of which Seller has been notified by Buyer in  accordance  with Section 9(d). If
the Defect is not cured prior to the Closing Date, the adjustment required under
this Section 9 shall be made  pursuant to this Section 9.  Seller's  election to
attempt to cure a Defect  shall not  constitute  a waiver of  Seller's  right to
dispute the existence, nature or value of, or cost to cure, the Defect.

         (f) With  respect  to each  Lease,  Unit or Well  affected  by  Defects
reported in accordance  with Section  9(d),  the Assets  affected  thereby shall
nevertheless  be  assigned to and  acquired by Buyer at Closing,  subject to all
uncured  Defects,  and the Sale Price  shall be  reduced  by an amount  ("Defect
Amount")  equal to the reduction in the Allocated  Value caused by such Defects,
as determined pursuant to Section 9(h).

         (g) Seller  makes no warranty or  representation  as to the quantity or
quality  of  title  to the  Properties.  Buyer  releases,  remises  and  forever
discharges  Seller  and its  Affiliates  and  all  such  Persons'  stockholders,
officers,  directors,  employees,  agents, advisors and representatives from any
and all suits, legal or administrative  proceedings,  claims, demands,  damages,
losses, costs,  liabilities,  interest or causes of action whatsoever, in law or
in equity,  known or unknown,  which Buyer might now or  subsequently  may have,
based on, relating to or arising out of, any Defect or other deficiency in title
or environmental condition relating to the Properties.  Buyer affirms that Buyer
has relied  exclusively on its own  independent  investigation  of all title and
environmental conditions relating to the Properties,  including all Defects, and
that  Buyer  has  not  relied  on  Seller  or on  any  of  the  representatives,
consultants, or advisors engaged by or on behalf of Seller.

         (h) The Defect  Amount  resulting  from a Defect shall be determined as
follows:

                  (i) if Buyer  and  Seller  agree on the  Defect  Amount,  that
amount shall be the Defect Amount;

                  (ii) if the  Defect is a lien,  encumbrance,  cause of action,
claim or other charge which is undisputed  and  liquidated  in amount,  then the
Defect  Amount shall be the  liquidated  amount  necessary to be paid to remove,
cure or remediate  the Defect,  but only to the extent such amount is chargeable
to the Assets;

                  (iii) if the Defect is that (A) the net revenue  interest  for
any Lease,  Unit or Well is less than (B) the net revenue interest or percentage
stated  on  Exhibit  A,  then the  Defect  Amount  shall be the  product  of the
Allocated Value of the such Lease,  Unit or Well  multiplied by a fraction,  the
numerator of which is the actual net revenue  interest or  percentage  ownership
and the denominator of which is the net revenue interest or percentage ownership
stated on Exhibit A, provided that if the Defect does not affect the Lease, Unit
or Well  throughout its entire  productive  life,  the Defect Amount  determined
under  this  Section  9(h)(iii)  shall  be  reduced  to take  into  account  the
applicable time period only;


                                       11
<PAGE>

                  (iv) if the  Defect  represents  an  obligation,  encumbrance,
burden or charge upon or other  defect in title to the affected  Lease,  Unit or
Well of a type not described in Sections  9(h)(i) through  9(h)(iii)  above, the
Defect Amount shall be determined by taking into account the Allocated  Value of
such Lease,  Unit or Well so affected,  the portion of Seller's  interest in the
Lease, Unit or Well affected by the Defect,  the legal effect of the Defect, the
potential  economic  effect of the Defect over the life of the  affected  Lease,
Unit or Well,  the  values  placed  upon the Defect by Buyer and Seller and such
other factors as are necessary to make a proper evaluation;

                  (v) if the Defect is of the type  described  in Section  9(c),
the Defect Amount shall be the lesser of (A) the costs and expenses necessary to
remediate  the  portion of the  Assets,  but only to the  extent  such costs and
expenses  are  chargeable  to the Assets,  or (B) an amount equal to the adverse
economic effect of the Defect on the Properties;

                  (vi) notwithstanding  anything to the contrary in this Section
9, (A) an individual  claim for a Defect for which a claim notice is given prior
to the Defect  Claim Date shall only  generate an  adjustment  to the Sale Price
under this  Section 9 if the Defect  Amount with  respect  thereto  exceeds five
thousand dollars  ($5,000.00),  (B) the aggregate Defect Amounts attributable to
the effects of all Title  Defects upon any given  Lease,  Unit or Well shall not
exceed the Allocated Value of such Lease, Unit or Well and (C) there shall be no
adjustment to the Sale Price for Defects  unless and until the aggregate  Defect
Amounts that are entitled to an  adjustment  under Section  9(h)(vi)(A)  and for
which Claim Notices were  properly  delivered on or before the Defect Claim Date
exceed ten percent  (10%) of the  unadjusted  Sale  Price,  and then only to the
extent  that such  aggregate  Defect  Amounts  exceed ten  percent  (10%) of the
unadjusted Sale Price;

                  (vii) if a Defect is reasonably  susceptible of being cured or
remediated,  the Defect Amount determined under Sections 9(h)(iii),  (iv) or (v)
above  shall not be greater  than the  reasonable  cost and expense of curing or
remediating  such  Defect,  but only to the extent such costs and  expenses  are
chargeable to the Assets; and

                  (viii) the Defect  Amount  with  respect to a Defect  shall be
determined without duplication of any costs or losses included in another Defect
Amount  hereunder,   or  for  which  Buyer  otherwise  receives  credit  in  the
calculation of the Sale Price.

         (i) Seller and Buyer  shall  attempt to agree on all Defect  Amounts by
the Closing  Date.  If Seller and Buyer are unable to agree by the Closing Date,
Seller's estimate shall be used to determine the adjusted Sale Price pursuant to
Section 14, and the Defect Amounts in dispute shall be  exclusively  and finally
resolved by arbitration  pursuant to this Section 9(i). During the 15-day period
following  the Closing  Date,  Defect  Amounts in dispute  with respect to Title
Defects shall be submitted to a title attorney as may be reasonably  agreed upon
by Buyer or Seller ("Title Arbitrator").  During the 15-day period following the
Closing Date,  Defect Amounts in dispute with respect to  Environmental  Defects
shall be  submitted to an  environmental  consulting  firm as may be  reasonably
agreed upon by Buyer or Seller  ("Environmental  Arbitrator"  and with the Title
Arbitrator,  each a "Defect Arbitrator").  The Defect Arbitrators shall not have
worked as an  employee,  consultant  or outside  counsel for either Party or its
Affiliates during the five (5) year period preceding the arbitration or have any
financial interest in the dispute. The arbitration  proceedings shall be held in
Houston,  Texas  and  shall be  conducted  in  accordance  with  the  Commercial
Arbitration Rules of the American  Arbitration  Association,  to the extent such
rules do not conflict  with the terms of this Section.  The Defect  Arbitrators'
determination  shall be made  within  thirty (30) days after  submission  of the
matters in dispute  and shall be final and  binding  upon the  Parties,  without
right of appeal. In making his  determination,  the applicable Defect Arbitrator
shall be bound by the rules set forth in  Sections  9(h) and may  consider  such
other  matters  as in  the  opinion  of the  applicable  Defect  Arbitrator  are
necessary  or  helpful  to  make  a  proper  determination.  Additionally,  each
applicable  Defect  Arbitrator may consult with and engage  disinterested  third
Persons to advise the  arbitrator,  including  title attorneys from other states
and petroleum  engineers.  Each  applicable  Defect  Arbitrator  shall act as an
expert for the limited  purpose of  determining  the  specific  disputed  Defect
Amounts submitted by any Party and may not award damages,  interest or penalties
to any Party with  respect to any  matter.  Seller and Buyer shall each bear its
own legal fees and other costs of presenting its case. Buyer shall bear one-half
of the costs and expenses of each Defect  Arbitrator,  and Seller shall bear the
remaining one-half of such costs and expenses.


                                       12
<PAGE>

10. Consents and Preferential Rights.

         (a) Promptly  after the date hereof,  Seller shall prepare and send (i)
notices to the holders of any required consents to assignment,  if any, that are
set forth on Schedule 10 requesting consents to the transactions contemplated by
this  Agreement and (ii) notices to the holders of any  applicable  preferential
rights to purchase or similar rights,  if any, that are set forth on Schedule 10
in  compliance  with the terms of such  rights  and  requesting  waivers of such
rights.  Any preferential  purchase right must be exercised subject to all terms
and conditions set forth in this Agreement,  including the successful Closing of
this  Agreement  pursuant to Section 20. The  consideration  payable  under this
Agreement for any particular  Asset for purposes of preferential  purchase right
notices  shall  be  the  Allocated  Value  for  such  Asset.  Seller  shall  use
commercially reasonable efforts to cause such consents to assignment and waivers
of preferential  rights to purchase or similar rights (or the exercise  thereof)
to be obtained and delivered prior to Closing, provided that Seller shall not be
required to make payments or undertake  obligations to or for the benefit of the
holders of such rights in order to obtain the  required  consents  and  waivers.
Buyer shall use  commercially  reasonable  efforts to  cooperate  with Seller in
seeking to obtain  such  consents  to  assignment  and  waivers of  preferential
rights.

         (b) In no event shall there be  transferred at Closing any Property for
which a consent  requirement  has not been  satisfied and for which  transfer is
prohibited or a fee is payable (and which has not been paid by Buyer).  In cases
in which the Property  subject to such a requirement  is a Contract and Buyer is
assigned  the Asset to which  the  Contract  relates,  but the  Contract  is not
transferred  to Buyer  due to the  unwaived  consent  requirement,  Buyer  shall
continue  after  Closing to use  commercially  reasonable  efforts to obtain the
consent so that such  Contract can be  transferred  to Buyer upon receipt of the
consent,  the Contract  shall be held by Seller for the benefit of Buyer,  Buyer
shall pay all amounts due  thereunder,  and Buyer shall be  responsible  for the
performance of any obligations  under such Contract to the extent that Buyer has
been  transferred the Properties  necessary to perform under such Contract until
such  consent  is  obtained.  In cases in which the  Property  subject to such a
requirement  is an Asset the third  Person  consent  to the  transfer  it is not
obtained  by  Closing,   Buyer  may  elect  to  treat  the  unsatisfied  consent
requirements  as  a  Defect  and  receive  the  appropriate  adjustment  to  the
unadjusted  Sale Price under Section 14 by giving Seller  written notice thereof
in accordance with Section 9, except that such notice may be given up to one (1)
Business Day prior to the Closing Date. If an  unsatisfied  consent  requirement
with respect to which an adjustment to the  unadjusted  Sale Price is made under
Section 14 is subsequently  satisfied prior to the date of the final  adjustment
to the  unadjusted  Sale Price under  Section 29,  Seller shall be reimbursed in
that  final  adjustment  for the  amount  of any  previous  deduction  from  the
unadjusted Sale Price, the Asset, if not previously  transferred to Buyer, shall
be  transferred,  and the provisions of this Section 10(b) shall no longer apply
to such consent requirement.

         (c) If any preferential right to purchase any Assets is exercised prior
to Closing,  (i) the Sale Price shall be  decreased by the  Allocated  Value for
such Assets, (ii) the affected Assets shall not be transferred at Closing, (iii)
the  affected  Assets  shall be  deemed  to be  deleted  from  Exhibit A for all
purposes,  (iv) Seller  shall  convey the  affected  Assets to the holder of the
preferential  right to  purchase  on the  terms  and  provisions  set out in the
applicable preferential right provision, and (v) Seller shall be entitled to the
consideration paid by such holder.

         (d)  Should a third  Person  fail to  validly  exercise  or  waive  its
preferential  right to purchase as to any portion of the Assets prior to Closing
and the time for exercise or waiver has expired,  then subject to the  remaining
provisions of this Section 10, such Assets shall be included in the  transaction
at Closing and there shall be no  adjustment  to the Sale Price at Closing  with
respect to such preferential right to purchase.


                                       13
<PAGE>

         (e) Should a third  Person fail to  exercise or waive its  preferential
right to purchase as to any portion of the Assets  prior to Closing and the time
for  exercise  or waiver has not yet  expired,  then  subject  to the  remaining
provisions of this Section  10(e),  such Assets shall be transferred to Buyer at
Closing,  there shall be no  adjustment  to the  Purchase  Price at Closing with
respect to such  preferential  right to purchase,  and Seller shall, at its sole
expense,  continue to use commercially  reasonable efforts to obtain a waiver of
the  preferential  purchase  rights and shall continue to be responsible for the
compliance  therewith.  Should the  holder of the  preferential  purchase  right
validly  exercise such right after  Closing,  then:  (i) the Sale Price shall be
decreased by the Allocated Value for such Assets, (ii) the affected Assets shall
be deemed to be deleted  from  Exhibit A for all  purposes,  (iii)  Buyer  shall
promptly  convey the affected  Assets to the holder on the terms and  provisions
set out in the applicable preferential right provision, and (iv) Seller shall be
entitled to the consideration paid by such holder.

11.  Physical  and  Environmental  Inspection.   After  the  execution  of  this
Agreement,  Seller shall use  commercially  reasonable  efforts (but in no event
shall Seller be required to make any payments or incur any other  obligations to
any Person) to cause Buyer and its authorized  representatives  to have physical
access to the Properties  and Assets at Buyer's sole cost,  risk and expense for
the  purpose  of  inspecting  the  same,  conducting  such  tests,  examination,
investigations and assessments as may be reasonable and necessary or appropriate
to evaluate the  environmental  and physical  condition  of the  Properties  and
Assets.  Buyer's right of access, if any, to the Properties and Assets shall not
entitle Buyer to operate equipment or conduct intrusive testing or sampling, and
any such  access  shall be further  limited by the  Persons  with rights to own,
operate  or use  the  Assets  or the  surface  rights  burdened  thereby.  Buyer
acknowledges  that Seller may not be the operator or owner of all Assets and may
not have the right or  ability  to grant  Buyer  access to the  Assets  and that
Seller  makes no  representations  or  warranties  as to access to the Assets by
Buyer.  BUYER SHALL HOLD HARMLESS,  DEFEND AND INDEMNIFY SELLER, ITS AFFILIATES,
THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES AND ALL SUCH PERSONS' DIRECTORS,
OFFICERS,  EMPLOYEES,  AGENTS AND  REPRESENTATIVES  FROM AND AGAINST ANY AND ALL
LIABILITY, CLAIMS, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING COURT
COSTS AND REASONABLE  ATTORNEYS'  FEES),  INJURY TO BUYER'S  EMPLOYEES,  AGENTS,
CONTRACTORS, SUBCONTRACTORS OR INVITEES OR TO BUYER'S PROPERTY, AND/OR INJURY TO
SELLER'S  PROPERTY,  EMPLOYEES,  AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF OR
ARE  ATTRIBUTABLE  TO ACCESS TO THE PROPERTIES OR BUYER'S  INSPECTIONS  THEREOF,
EVEN IF CAUSED IN WHOLE OR IN PART BY THE  NEGLIGENCE  (WHETHER  SOLE,  JOINT OR
CONCURRENT),  STRICT  LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED  PERSON.
Buyer  agrees  to  provide  to Seller a copy of any  environmental  assessments,
including any reports,  data, and  conclusions.  Any and all data or information
acquired by all such  examinations  and results of all analysis of such data and
information shall be subject to the terms of the Confidentiality Agreement.

12.  Period  Pending  Closing.  Except as may be  required  by the terms of this
Agreement  or as may be approved by Buyer in writing,  until the Closing  Seller
shall not transfer,  sell, hypothecate,  encumber or otherwise dispose of any of
the Assets.  Buyer's approval of any action  restricted by this Section 12 shall
not be unreasonably  withheld or delayed and shall be considered  granted within
ten (10) days (unless a shorter time is reasonably required by the circumstances
and such shorter time is  specified  in Seller's  notice) of Seller's  notice to
Buyer  requesting  such  consent  unless Buyer  notifies  Seller to the contrary
during that period. Notwithstanding the foregoing provisions of this Section 12,
in the event of an  emergency,  Seller may take such action as may be reasonably
necessary and shall notify Buyer of such action promptly thereafter.

13. Notification of Breaches. Until the Closing,

         (a) Buyer shall  notify  Seller  promptly  after Buyer  obtains  actual
knowledge  that any  representation  or  warranty  of Seller  contained  in this
Agreement  is untrue in any  material  respect or will be untrue in any material
respect as of the Closing Date or that any covenant or agreement to be performed
or observed by Seller  prior to or on the Closing Date has not been so performed
or observed in any material respect;


                                       14
<PAGE>

         (b) Seller shall  notify Buyer  promptly  after Seller  obtains  actual
knowledge  that  any  representation  or  warranty  of Buyer  contained  in this
Agreement  is untrue in any  material  respect or will be untrue in any material
respect as of the Closing Date or that any covenant or agreement to be performed
or observed by Buyer prior to or on the Closing  Date has not been so  performed
or observed in any material respect; and

         (c) If any of Buyer's or  Seller's  representations  or  warranties  is
untrue  or shall  become  untrue in any  material  respect  between  the date of
execution  of this  Agreement  and the  Closing  Date,  or if any of  Buyer's or
Seller's  covenants or agreements to be performed or observed prior to or on the
Closing  Date  shall not have been so  performed  or  observed  in any  material
respect,  but such breach of  representation or warranty or  non-performance  of
covenant or  agreement  shall (if  curable) be cured by the Closing  (or, if the
Closing  does not  occur,  by the date set forth in  Section  15(a)),  then such
breach  shall  be  considered  not to have  occurred  for all  purposes  of this
Agreement.

14.  Sale Price  Adjustments.  The  unadjusted  Sale Price  shall be adjusted as
follows,  but only with respect to matters (i) in the case of Section 14(b), for
which notice is given on or before the Defect  Claim Date,  and (ii) in the case
of Sections  14(c),  (d), (e), (f), and (g) identified on or before  February 1,
2008:

         (a)  Decreased by the amount of the Earnest  Money  previously  paid to
Seller;

         (b) Decreased, as appropriate, in accordance with Section 9;

         (c)  Decreased  as a  consequence  of Assets being  excluded  from this
transaction as a consequence of the exercise of preferential rights to purchase,
as described in Section 10;

         (d)  Increased by the  aggregate  amount  (using a settlement  price of
three  dollars  ($3.00) per  thousand  cubic feet  ("Mcf"))  that the Assets are
underproduced,  if at all, as to the Assets share of total oil, condensate,  gas
or end product production,  any balancing obligation or credit arising from such
underproduction,   and  any  pipeline  imbalance  underproduced,  in  each  case
determined as of the Effective Time;

         (e)  Decreased by the  aggregate  amount  (using a settlement  price of
three dollars ($3.00) per Mcf) that the Assets are  overproduced,  if at all, as
to the Assets share of total oil, condensate, gas or end product production, any
balancing  obligation  or  credit  arising  from  such  overproduction,  and any
pipeline  imbalance  overproduced,  in each case  determined as of the Effective
Time;

         (f) Decreased by an amount equal to the amounts received by Seller that
are  attributable  to the  ownership  of the Assets for  periods on or after the
Effective Time and received by Seller on or prior to the Closing Date;

         (g) Increased by the expenses paid by Seller that are  attributable  to
the ownership of the Assets for periods on or after the Effective Time; and

         (h) Increased by a positive  amount,  if any,  equal to (i) ten percent
(10%)  of  the  total  proved  discounted  future  net  income  aggregate  value
(discounted  at ten percent  (10%)) of all of the Assets as of December 31, 2006
as shown in the reserve  report to be delivered by Ryder Scott Company after the
date of this Agreement and prior to November 30, 2007 ("Revised Reserve Report")
minus (ii) $3,137,933  (such amount  representing ten percent (10%) of the total
proved  discounted  future net income aggregate value (discounted at ten percent
(10%)) as reported in the reserve report  covering the Subject Assets  delivered
by Ryder Scott Company dated July 16, 2007 ("July  Reserve  Report") minus (iii)
ten percent  (10%) of the total proved  discounted  future net income  aggregate
value,  discounted at ten percent  (10%),  of those Assets set forth on Schedule
15(h)  attached  hereto  (as such  value is set  forth  in the  Revised  Reserve
Report).


                                       15
<PAGE>

The amount of each adjustment to the unadjusted Sale Price described in Sections
14(f) and  14(g)  shall be  determined  in  accordance  with the  United  States
generally accepted accounting principles.

15.      Termination.

         (a) Right of Termination.  This Agreement may be terminated at any time
prior to Closing:  (i) by the mutual prior written  consent of Seller and Buyer;
or (ii) by Buyer if,  through  no fault of  Buyer,  any  condition  set forth in
Section 16 has not been  satisfied or waived by Buyer by December  31, 2007;  or
(iii) by Seller  if,  through  no fault of Seller,  any  condition  set forth in
Section 17 has not been satisfied or waived by Buyer by December 31, 2007.

         (b)      Effect of Termination.

                  (i) If this  Agreement  is  terminated  by  Seller  and  Buyer
pursuant to Section  15(a)(i)  above,  Seller  shall  return the  Earnest  Money
(without interest) to Buyer promptly after such termination.

                  (ii) If this  Agreement  is  terminated  by Buyer  pursuant to
Section 15(a)(ii) above, then Seller shall, as Buyer's exclusive remedy,  return
the Earnest Money (without interest) to Buyer promptly after such termination.

                  (iii) If this  Agreement is terminated  by Seller  pursuant to
Section  15(a)(iii)  above,  then Seller shall be entitled to retain the Earnest
Money as liquidated damages and as reimbursement for Seller's out-of-pocket fees
and expenses  incurred in connection with the transactions  contemplated by this
Agreement  and  Seller  may,  at  its  option,  assert  its  right  of  specific
performance. The Parties hereby acknowledge that the extent of damages to Seller
occasioned  by such  breach or default  or failure to proceed by Buyer  would be
impossible  or extremely  impractical  to  ascertain  and that the amount of the
Earnest Money is a fair and reasonable estimate of such damage.

                  (iv) If this Agreement is terminated  pursuant to this Section
15, this  Agreement  shall become void and of no further force or effect (except
for the  provisions  of Section 1, 4, 8, 11, 15, 30, 32, 33, 34, 36, 40, 43, 44,
45,  and  47,  all  of  which  shall   continue  in  full  force  and   effect).
Notwithstanding  anything to the contrary in this Agreement,  the termination of
this Agreement  under this Section 15 shall not relieve any Party from liability
(including  liability  for  consequential  damages) for any willful or negligent
failure to perform or observe in any material  respect any of its  agreements or
covenants  contained  herein that are to be performed or observed at or prior to
Closing.  In the event this Agreement  terminates under Section 15 and any Party
has  willfully  or  negligently  failed to perform  or  observe in any  material
respect any of its  agreements  or  covenants  contained  herein which are to be
performed  or  observed  at or prior to  Closing,  then the other Party shall be
entitled  to  all  remedies  available  at law or in  equity  (including  strict
performance)  and shall be entitled to recover court costs and  attorneys'  fees
from the other Party in addition to any other  relief to which such Party may be
entitled.

16.  Conditions of Closing by Buyer. The obligation of Buyer to close is subject
to the satisfaction of the following conditions:

         (a) All  representations and warranties of Seller contained in Sections
6(a) and 6(b) of this  Agreement  shall be true,  and  correct  in all  material
respects  as of the Closing  Date as though made on and as of the Closing  Date,
and Seller shall have  performed  and  satisfied  in all  material  respects all
agreements  and  covenants  required  by  Sections  8, 10, 11, 12 and 13 of this
Agreement  to be  performed  and  satisfied by Seller prior to or on the Closing
Date;

         (b) No suit,  injunction,  order or award, or other proceeding shall be
pending  or  threatened  before  any court or  governmental  agency  seeking  to
restrain,  enjoin or prohibit the consummation of the transactions  contemplated
by this Agreement; and


                                       16
<PAGE>

         (c) All material  consents and approvals of any Governmental  Authority
required for the transfer of the Properties from Seller to Buyer as contemplated
by this Agreement,  except consents and approvals that are customarily  obtained
after closing, shall have been granted, or, if applicable, the necessary waiting
period shall have expired, or early termination of the waiting period shall have
been granted.

         (d)  Buyer and Trust  shall  have  consummated  the  purchase  and sale
contemplated under the NPR Agreement.

17.  Conditions  of  Closing  by Seller.  The  obligation  of Seller to close is
subject to the satisfaction of the following conditions:

         (a) All  representations and warranties of Buyer contained in Section 7
of this Agreement  shall be true and correct in all material  respects as of the
Closing Date as though made on and as of the Closing Date,  and Buyer shall have
performed and satisfied in all material  respects all  agreements  and covenants
required by this Agreement to be performed and satisfied by Buyer prior to or on
the Closing Date;

         (b) No suit,  injunction,  order or award, or other proceeding shall be
pending  or  threatened  before  any court or  governmental  agency  seeking  to
restrain,  enjoin or prohibit the consummation of the transactions  contemplated
by this Agreement; and

         (c) All material  consents and approvals of any Governmental  Authority
required for the transfer of the Properties from Seller to Buyer as contemplated
by this Agreement,  except consents and approvals that are customarily  obtained
after closing, shall have been granted, or, if applicable, the necessary waiting
period shall have expired, or early termination of the waiting period shall have
been granted.

         (d)  Buyer and Trust  shall  have  consummated  the  purchase  and sale
contemplated under the NPR Agreement.

18. Preliminary Closing Statement.  Seller shall prepare and furnish to Buyer at
least three (3) days prior to Closing a preliminary  closing  statement  setting
forth the  adjustments,  if any, to the Sale Price and the total amount of funds
to be paid by Buyer at Closing. Such statement shall reflect each adjustment and
the  calculation  used to determine  such amount.  The adjusted Sale Price shall
mean the Sale Price adjusted as provided herein.

19.  Closing.   The  consummation  of  the  transactions   contemplated   hereby
("Closing")  shall  unless  otherwise  agreed to in writing by Buyer and Seller,
take place at the offices of Devon Energy Corporation located at 20 N. Broadway,
Oklahoma  City,  Oklahoma,  at 10:00  a.m.,  local time,  on  December  17, 2007
("Target  Closing  Date"),  or if all  conditions  in  Sections  16 and 17 to be
satisfied  prior to  Closing  have not yet been  satisfied  or  waived,  as soon
thereafter  as such  conditions  have been  satisfied or waived,  subject to the
provisions  of Section 15. The date on which the  Closing  occurs is referred to
herein as the "Closing Date". At Closing the following shall occur:

         (a)  Seller  and  Buyer   shall   execute,   acknowledge   and  deliver
counterparts  of an Assignment  and Bill of Sale  substantially  in the form and
substance of Exhibit C attached  hereto,  covering all of the  Properties  to be
sold pursuant hereto;

         (b) Buyer  shall  deliver  to Seller by wire  transfer  of  immediately
available funds the total Sale Price as adjusted  hereunder,  subject to further
adjustment after Closing as provided for herein;

         (c) In compliance  with Section 1445 of the Code,  Seller shall execute
and deliver to Buyer a  Non-Foreign  Affidavit in the form of Exhibit D attached
hereto;


                                       17
<PAGE>

         (d) Seller and Buyer shall  execute and  deliver  assignments,  if any,
prepared by Buyer in form required by federal,  state or tribal agencies for the
assignment of Assets covering any federal,  state or tribal lands, duly executed
by  Seller,  in  sufficient  duplicate  originals  to  allow  recording  in  all
appropriate offices;

         (e) Seller and Buyer  shall  execute  and  deliver  letters-in-lieu  of
transfer orders, if any, with respect to the Properties, as applicable;

         (f) Buyer shall  deliver to Seller a  certificate  duly executed by the
secretary  or any  assistant  secretary of Buyer,  dated as of the Closing,  (i)
attaching and  certifying on behalf of Buyer  complete and correct copies of (A)
the certificate of incorporation  and the bylaws of Buyer,  each as in effect as
of the Closing,  (B) resolutions of the Board of Directors of Buyer  authorizing
the  execution,  delivery,  and  performance  by Buyer of this Agreement and the
transactions  contemplated hereby or an opinion of counsel to Buyer addressed to
Seller to the effect that board  approval is not required (such opinion to be in
form and substance reasonably satisfactory to Seller and from counsel reasonably
satisfactory to Seller),  and (C) any required  approval by the  stockholders of
Buyer  of this  Agreement  and the  transactions  contemplated  hereby  and (ii)
certifying on behalf of Buyer the incumbency of each officer of Buyer  executing
this Agreement or any document delivered in connection with the Closing;

         (g) Buyer shall  deliver to Seller a  certificate  duly  executed by an
authorized corporate officer of Seller, dated as of the Closing Date, certifying
on behalf of Buyer that the conditions set forth in Section 17(a) have been have
been fulfilled; and

         (h) Seller shall  deliver to Buyer a  certificate  duly  executed by an
authorized corporate officer of Buyer, dated as of the Closing Date,  certifying
on behalf of Seller  that the  conditions  set forth in Section  16(a) have been
have been fulfilled.

20. Reservations and Exceptions. The sale and purchase of the Properties is made
subject  to all  reservations,  exceptions,  limitations,  contracts  and  other
burdens or instruments which are stated herein, on Exhibit A, or on any schedule
or  exhibit  hereto,  which  are of  record  or of which  Buyer  has  actual  or
constructive  notice,  including  any matter  included or  referenced in the any
schedule or exhibit hereto or any materials made available by Seller to Buyer.

21.  Payments.  All payments  made or to be made under this  Agreement to Seller
shall be made by electronic  transfer of  immediately  available  funds to Devon
Energy Production Company, L.P., for the credit of Seller, or to such other bank
and account as may be specified by Seller in writing. All payments made or to be
made hereunder to Buyer shall be by electronic transfer of immediately available
funds to a bank and  account  specified  by Buyer in writing to Seller,  for the
credit of Buyer.

22. Assumption of Liabilities and Indemnities.

         (a)  Damages.  As used in this  Section  22,  "Damages"  shall mean the
amount of any actual liability,  loss, cost,  expense,  claim, award or judgment
incurred or suffered by any Indemnified  Person arising out of or resulting from
the  indemnified  matter,  whether  attributable  to  personal  injury or death,
property damage, contract claims, torts or otherwise,  including reasonable fees
and expenses of attorneys, consultants,  accountants or other agents and experts
reasonably   incident  to  matters  indemnified   against,   and  the  costs  of
investigation and/or monitoring of such matters, and the costs of enforcement of
the indemnity; provided, however, that Buyer and Seller shall not be entitled to
indemnification  under this Section 22 for, and Damages  shall not include,  (i)
loss of profits or other special or consequential  damages suffered by the Party
claiming  indemnification,  or any punitive damages,  (ii) any liability,  loss,
cost,  expense,  claim,  award  or  judgment  to the  extent  resulting  from or
increased  by the  actions or  omissions  of any  Indemnified  Person  after the
Closing Date or (iii) except with respect to claims for breach of Section 6, any
liability,  loss,  cost,  expense,  claim,  award  or  judgment  that  does  not
individually exceed one percent (1%) of the Sale Price, and, provided,  further,
that  "Damages"  shall not include any adjustment for Taxes that may be assessed
on  payments  under  this  Section  22 or  for  Tax  benefits  received  by  the
Indemnified  Person as a consequence  of any Damages.  "Seller Group" shall mean
Seller,  and its current  and former  Affiliates,  and its and their  respective
directors, officers, employees, agents, contractors, insurers and invitees.


                                       18
<PAGE>

         (b) Assumed  Obligations.  Without limiting Buyer's rights to indemnity
under this Section 22, on the Closing Date Buyer shall assume and hereby  agrees
to fulfill,  perform,  pay and discharge  (or cause to be fulfilled,  performed,
paid or discharged)  all of the  obligations  and  liabilities of Seller and its
Affiliates,  known or unknown,  with respect to the  Properties,  regardless  of
whether  such  obligations  or  liabilities  arose prior to or after the Closing
Date,  including but not limited to, obligations to furnish makeup gas according
to the terms of applicable  gas sales,  gathering or  transportation  Contracts,
production balancing obligations,  crude oil scheduling imbalances,  obligations
to pay working interests,  royalties,  overriding  royalties and other interests
held in suspense,  obligations under any Environmental Laws, obligations to plug
and replug wells and dismantle  structures,  and to restore and/or remediate the
Properties,  ground water,  surface  water,  soil or seabed in  accordance  with
applicable agreements and Laws, including any obligations to assess,  remediate,
remove  and  dispose  of NORM,  MMMF,  asbestos,  mercury,  drilling  fluids and
chemicals, and produced waters and hydrocarbons, other environmental liabilities
with respect to the Properties and continuing obligations under the Contracts or
any  agreements  pursuant  to  which  the  Seller  or its  Affiliates  purchased
Properties  prior  to the  Closing  (all of said  obligations  and  liabilities,
subject to the  exclusions  of the proviso  below,  herein being  referred to as
"Assumed  Obligations");  provided,  however,  that  Buyer  does not  assume any
obligations to the extent that they are: (i) attributable to or arise out of the
Excluded Properties; (ii) required to be borne by Seller under Section 14; (iii)
Tax  obligations  retained  by Seller  pursuant  to Section  26 or 27;  (iv) the
responsibility  of Seller under Section 22(d); or (v) for joint interest billing
obligations incurred prior to the Effective Time.

         (c)  Buyer  Indemnification.   From  and  after  Closing,  Buyer  shall
indemnify,  defend and hold harmless  Seller and its Affiliates from and against
all Damages incurred or suffered by Seller or any of Seller's Affiliates:

                  (i) caused by or arising out of or resulting  from the Assumed
Obligations,

                  (ii)  otherwise  caused by or arising out of or resulting from
the ownership,  use or operation of the Properties,  whether before or after the
Closing Date,

                  (iii)  caused by or arising out of or  resulting  from Buyer's
breach of any of Buyer's covenants or agreements contained herein, or

                  (iv) caused by or arising out of or resulting  from any breach
of any  representation  or  warranty  made by Buyer  contained  herein or in any
certificate  delivered by Buyer at Closing  pursuant to Section 20, EVEN IF SUCH
DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR
CONCURRENT),  STRICT  LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED  PERSON,
but  excepting  in each case Damages  against  which Seller would be required to
indemnify Buyer under Section 22(d) at the time the claim notice is presented by
Buyer.

         (d)  Seller  Indemnification.  From and  after  Closing,  Seller  shall
indemnify,  defend and hold harmless Buyer and its  Affiliates  from and against
any and all Damages incurred or suffered by Buyer or any of Buyer's Affiliates:

                  (i) caused by or arising  out of or  resulting  from  Seller's
breach of any of Seller's covenants or agreements contained in Section 12,

                  (ii) caused by or arising out of or resulting  from any breach
of any  representation or warranty made by Seller contained in Section 6 of this
Agreement, or

                  (iii)  caused by or arising out of or  resulting  from any the
undertakings or agreements of Seller for brokerage fees,  finder's fees, agent's
commissions  or  other  similar  forms of  compensation  to an  intermediary  in
connection with the negotiation,  execution or delivery of this Agreement or any
agreement or transaction contemplated hereby,


                                       19
<PAGE>

EVEN IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE  NEGLIGENCE  (WHETHER
SOLE,  JOINT  OR  CONCURRENT),  STRICT  LIABILITY  OR OTHER  LEGAL  FAULT OF ANY
INDEMNIFIED PERSON.

         (e)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement, Seller's and Buyer's exclusive remedy against each other with respect
to breaches of the representations,  warranties, covenants and agreements of the
Parties  contained in Sections 6 through 13  (excluding  Sections 9 or 10, which
shall be  separately  enforceable  by Seller  pursuant  to  whatever  rights and
remedies are available to it outside of this Section 22) and the affirmations of
such  representations,  warranties,  covenants and  agreements  contained in the
certificates  delivered by Buyer at Closing pursuant to Section 20, is set forth
in this Section 22 (and,  where  applicable  with respect to Section 15). Except
for the  remedies  contained  in this  Section 22 and  Section 15, and any other
remedies available to the Parties at law or in equity for breaches of provisions
of this  Agreement  other than Sections 6 through 8 or 11 through 13, Seller and
Buyer each  release,  remise and  forever  discharge  the other and their or its
Affiliates and all such Persons' stockholders,  officers, directors,  employees,
agents,   advisors  and  representatives  from  any  and  all  suits,  legal  or
administrative   proceedings,   claims,   demands,   damages,   losses,   costs,
liabilities,  interest,  or causes of action  whatsoever,  in law or in  equity,
known or unknown,  which such Parties might now or subsequently  may have, based
on, relating to or arising out of this Agreement or Seller's  ownership,  use or
operation of the Properties, or the condition,  quality, status or nature of the
Properties,   including   rights  to   contribution   under  the   Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980, as amended,
breaches of statutory  and implied  warranties,  nuisance or other tort actions,
rights to punitive damages, common law rights of contribution,  any rights under
insurance  policies  and any  rights  under  agreements  between  Seller and any
Affiliate  of  Seller,  EVEN IF  CAUSED  IN WHOLE  OR IN PART BY THE  NEGLIGENCE
(WHETHER SOLE,  JOINT OR CONCURRENT),  STRICT  LIABILITY OR OTHER LEGAL FAULT OF
ANY RELEASED PERSON.  Without limiting the generality of the preceding sentence,
Buyer  agrees  that its only  remedy  with  respect  to  Seller's  breach of its
covenants and agreements in Sections 8, 10, 11, 12 and 13 shall be the indemnity
of Seller in Section 22(d),  as limited by the terms of this Section 22, and, if
applicable, as set forth in Section 15.

         (f) The indemnity to which each Party is entitled under this Section 22
shall be for the  benefit  of and  extend to such  Party's  current  and  former
Affiliates and its and their  respective  directors,  officers,  employees,  and
agents.  Any claim for  indemnity  under this Section 22 by any such  Affiliate,
director,  officer,  employee or agent must be brought and  administered  by the
applicable Party to this Agreement.  No Indemnified Person other than Seller and
Buyer shall have any rights  against  either  Seller or Buyer under the terms of
this Section 22 except as may be exercised on its behalf by Buyer or Seller,  as
applicable,  pursuant to this Section 22(f).  Each of Seller and Buyer may elect
to exercise or not exercise  indemnification rights under this Section on behalf
of the other Indemnified  Persons  affiliated with it in its sole discretion and
shall have no liability to any such other  Indemnified  Person for any action or
inaction under this Section.

         (g) This Section 22 shall not apply in respect of title matters,  which
are  exclusively  covered by Section 9, or Tax  matters,  which are  exclusively
covered by Sections 26 and 27.

         (h) The Parties shall treat,  for Tax purposes,  any amounts paid under
this Section 22 as an adjustment to the applicable Sale Price.

23.  Indemnification  Actions.  All claims for indemnification  under Section 22
shall be asserted and resolved as follows:

         (a)  The  term  "Indemnifying  Person"  when  used in  connection  with
particular  Damages  shall mean the Person  having an  obligation  to  indemnify
another  Person or Persons with respect to such Damages  pursuant to Section 22,
and the term  "Indemnified  Person"  when  used in  connection  with  particular
Damages shall mean a Person having the right to be  indemnified  with respect to
such  Damages  pursuant to Section 22  (including,  for the  avoidance of doubt,
those Persons identified in Section 22(f)).


                                       20
<PAGE>

         (b)  To  make  a  claim  for  indemnification   under  Section  22,  an
Indemnified Person shall notify the Indemnifying Person of its claim,  including
the specific  details of and specific  basis under this  Agreement for its claim
("Claim Notice").  In the event that the claim for indemnification is based upon
a claim by a third  Person  against  the  Indemnified  Person (a  "Claim"),  the
Indemnified Person shall provide its Claim Notice promptly after the Indemnified
Person has actual  knowledge of the Claim and shall enclose a copy of all papers
(if any)  served  with  respect to the Claim;  provided  that the failure of any
Indemnified  Person to give  notice of a Claim as  provided  in this  Section 23
shall not relieve the  Indemnifying  Person of its obligations  under Section 22
except to the extent such failure results in  insufficient  time being available
to permit the  Indemnifying  Person to  effectively  defend against the Claim or
otherwise  prejudices the  Indemnifying  Person's  ability to defend against the
Claim.  In the  event  that the  claim  for  indemnification  is  based  upon an
inaccuracy or breach of a representation,  warranty,  covenant or agreement, the
Claim Notice shall specify the representation,  warranty,  covenant or agreement
that was inaccurate or breached.

         (c) In the case of a claim for indemnification  based upon a Claim, the
Indemnifying  Person  shall have  thirty (30) days from its receipt of the Claim
Notice  to notify  the  Indemnified  Person  whether  it  admits  or denies  its
obligation  to defend the  Indemnified  Person  against  such  Claim  under this
Section 23. If the  Indemnifying  Person does not notify the Indemnified  Person
within such thirty (30) day period  regarding  whether the  Indemnifying  Person
admits or denies its obligation to defend the  Indemnified  Person,  it shall be
conclusively  deemed obligated to provide such  indemnification  hereunder.  The
Indemnified  Person is  authorized,  prior to and during  such  thirty  (30) day
period,  to file any  motion,  answer  or  other  pleading  that it  shall  deem
necessary or appropriate  to protect its interests or those of the  Indemnifying
Person and that is not prejudicial to the Indemnifying Person.

         (d) If the Indemnifying Person admits its obligation, it shall have the
right and  obligation to diligently  defend,  at its sole cost and expense,  the
Claim.  The  Indemnifying  Person  shall have full  control of such  defense and
proceedings, including any compromise or settlement thereof. If requested by the
Indemnifying  Person,  the Indemnified  Person agrees to cooperate in contesting
any Claim which the Indemnifying  Person elects to contest  (provided,  however,
that the Indemnified  Person shall not be required to bring any  counterclaim or
cross-complaint  against any Person). The Indemnified Person may participate in,
but not  control,  any  defense or  settlement  of any Claim  controlled  by the
Indemnifying  Person pursuant to this Section 23. An  Indemnifying  Person shall
not, without the written consent of the Indemnified Person,  settle any Claim or
consent to the entry of any judgment  with respect  thereto that does not result
in a final,  complete  and  unconditional  release of the  Indemnified  Person's
liability with respect to the Claim.

         (e) If the Indemnifying  Person does not admit its obligation or admits
its  obligation  but fails to  diligently  defend or settle the Claim,  then the
Indemnified Person shall have the right to defend against the Claim (at the sole
cost and  expense  of the  Indemnifying  Person,  if the  Indemnified  Person is
entitled to indemnification hereunder), with counsel of the Indemnified Person's
choosing,  subject  to the  right  of  the  Indemnifying  Person  to  admit  its
obligation  to indemnify  the  Indemnified  Person and assume the defense of the
Claim at any time prior to settlement  or final  determination  thereof.  If the
Indemnifying  Person  has not yet  admitted  its  obligation  to  indemnify  the
Indemnified  Person,  the  Indemnified  Person shall send written  notice to the
Indemnifying Person of any proposed settlement and the Indemnifying Person shall
have the option for ten (10) days following  receipt of such notice to (i) admit
in writing its  obligation  for  indemnification  with respect to such Claim and
(ii)  if its  obligation  is so  admitted,  assume  the  defense  of the  Claim,
including the power to reject the proposed settlement. If the Indemnified Person
settles  any Claim  over the  objection  of the  Indemnifying  Person  after the
Indemnifying  Person has timely admitted its obligation for  indemnification  in
writing and assumed the defense of the Claim,  the  Indemnified  Person shall be
deemed to have waived any right to indemnity therefor.

         (f) In the case of a claim for  indemnification not based upon a Claim,
the  Indemnifying  Person  shall have  thirty  (30) days from its receipt of the
Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to
provide  indemnification with respect to such Damages or (iii) dispute the claim
for such Damages.  If the  Indemnifying  Person does not notify the  Indemnified
Person  within such thirty (30) day period that it has cured the Damages or that
it  disputes  the claim  for such  Damages,  the  Indemnifying  Person  shall be
conclusively deemed obligated to provide indemnification hereunder.


                                       21
<PAGE>

24. Limitation on Actions.

         (a) The covenants and  agreements of Seller in Section 12 shall survive
the Closing for a period of three (3) months after Closing.  The representations
and  warranties  of the  Seller  in  Section  6 and all  other  representations,
warranties and covenants of Seller shall terminate as of the Closing Date.

         (b) The remainder of this Agreement  shall survive the Closing  without
time   limit   except  as  may   otherwise   be   expressly   provided   herein.
Representations,  warranties,  covenants and  agreements  shall be of no further
force and effect after the date of their  expiration,  provided that there shall
be no  termination  of any bona fide claim  asserted  pursuant to this Agreement
with respect to such a representation,  warranty, covenant or agreement prior to
its expiration date.

         (c)  The  indemnities  in  Section  22(d)  shall  terminate  as of  the
termination  date of  each  respective  representation,  warranty,  covenant  or
agreement that is subject to indemnification,  except in each case as to matters
for which a specific  written  claim for  indemnity  has been  delivered  to the
Indemnifying  Person on or before such  termination  date.  The  indemnities  in
Section 22(c) shall continue without time limit.

         (d) Seller shall not have any liability for any  indemnification  under
Section  22 until and  unless  the  aggregate  amount of the  liability  for all
Damages for which Claim Notices are delivered by Buyer exceeds ten percent (10%)
of the  unadjusted  Sale  Price,  and then only to the extent the amount of such
Damages exceeds ten percent (10%) of the unadjusted Sale Price.

         (e)  Notwithstanding  anything to the contrary  contained  elsewhere in
this Agreement, Seller shall not be required to indemnify Buyer under Section 22
for aggregate  Damages in excess of twenty five percent (25%) of the  unadjusted
Sale Price.

         (f) The  amount  of any  Damages  for  which an  Indemnified  Person is
entitled  to  indemnity  under  Section 22 shall be reduced by the amount of any
insurance  proceeds  realized by the  Indemnified  Person or its Affiliates with
respect to such Damages (net of any collection costs).

25. Casualty and Condemnation. If, after the date of this Agreement but prior to
Closing  Date,  any  portion of the  Properties  is  destroyed  by fire or other
casualty or is  expropriated  or taken in condemnation or under right of eminent
domain,  Buyer shall  nevertheless  be required to close.  In the event that the
amount  of the  diminutions  in value  of the  Properties  attributable  to such
casualty,  expropriation  or taking  (determined  by reference to the  Allocated
Value,  determined in the same manner as a Defect in accordance with Section 9),
exceeds  five  thousand  dollars  ($5,000.00),  Seller and Buyer shall treat the
diminution  of  value  of  the   Properties   attributable   to  such  casualty,
expropriation or taking (determined by reference to Allocated Value) as a Defect
under  Section 9. In each case,  Seller shall retain all rights to insurance and
other claims against third Persons with respect to the casualty or taking except
to the extent the Parties otherwise agree in writing.

26. Taxes. All ad valorem Taxes,  real property Taxes,  and similar  obligations
with respect to the Tax period in which the Effective  Time occurs (the "current
Tax period") shall be  apportioned  between Seller and Buyer as of the Effective
Time  based  on the  current  Tax  period  assessment.  Seller  shall  pay,  and
indemnify,  defend and hold Buyer  harmless  with respect to payment of all such
Taxes on the Properties  for the current Tax period,  together with any interest
or penalties assessed thereon.  Buyer shall pay, and indemnify,  defend and hold
Seller  harmless with respect to payment of all such Taxes on the Properties for
any time  subsequent  to the current Tax period,  together  with any interest or
penalties assessed thereon.


                                       22
<PAGE>

27. Sales Tax;  Recording  Fees. The Sale Price provided for hereunder  excludes
any sales Taxes or other Taxes in connection with the sale  contemplated by this
Agreement.  If a  determination  is ever made that a sales Tax or other transfer
Tax  applies,  Buyer  shall be  liable  for  such Tax as well as any  applicable
conveyance,  transfer and recording  fees,  and real estate  transfer  stamps or
Taxes  imposed on any  transfer of property  pursuant to this  Agreement.  Buyer
shall indemnify,  defend and hold Seller harmless with respect to the payment of
all such Taxes, if any,  including any interest or penalties  assessed  thereon.
Notwithstanding  other provisions of this Agreement,  Buyer shall be responsible
for the prompt filing and  recording of the  conveyances,  assignments  or other
instruments  required  to  convey  title  to  the  Properties  to  Buyer  in the
appropriate federal,  state and local records.  Buyer shall supply Seller with a
true and accurate  photocopy of all the recorded and filed conveyances  within a
reasonable period of time after such are available and in any event within sixty
(60) days after the Closing Date.

28. Records.  Within ten (10) days after the Closing Date,  Seller shall deliver
or cause to be  delivered  to Buyer any Records  that are in the  possession  of
Seller,  subject to this  Section 28.  Seller may retain the  originals of those
Records  relating  to Tax and  accounting  matters  and  provide  Buyer,  at its
request,  with copies of such  Records that  pertain to  non-income  Tax matters
solely related to the Properties. Seller may retain copies of any other Records.
Buyer, for a period of seven (7) years following the Closing,  shall: (i) retain
the Records, (ii) provide Seller, its Affiliates, and their respective officers,
employees and representatives  with access to the Records during normal business
hours for review and copying at Seller's  expense,  (iii)  provide  Seller,  its
Affiliates,  and their respective  officers,  employees and representatives with
access for,  during normal  business  hours,  to materials  received or produced
after Closing relating to (A) Seller's  obligations under Section 26, or (B) any
claim  for  indemnification  made  under  Sections  22 or 27 of  this  Agreement
(excluding,  however,  attorney work product and attorney-client  communications
with respect to any such claim being brought by Buyer under this Agreement), for
review and copying at Seller's expense, and (iv) provide Seller, its Affiliates,
and their respective  officers,  employees and representatives  with access for,
during normal business hours, to Buyer's personnel for the purpose of discussing
any such matter or claim described in Section 28(iii).

29. Post-Closing Adjustments; Revenues.

         (a) As soon as reasonably  practicable  after the Closing but not later
than the later of (i) February 1, 2008 and (ii) the date on which the Parties or
the Defect  Arbitrators,  as applicable,  finally  determines all Defect Amounts
under  Section 9, Seller  shall  prepare and deliver to Buyer a draft  statement
setting  forth  the  final  calculation  of  the  Sale  Price  and  showing  the
calculation of each adjustment under Section 14, based on the most recent actual
figures for each  adjustment.  Seller shall at Buyer's  request make  reasonable
documentation  available  to support the final  figures.  As soon as  reasonably
practicable  but not later than the fifteenth  (15th) day  following  receipt of
Seller's  statement  hereunder,  Buyer shall deliver to Seller a written  report
containing any changes that Buyer proposes be made in such statement. Seller may
deliver a written report to Buyer during this same period reflecting any changes
that Seller  proposes  to be made in such  statement  as a result of  additional
information  received  after the  statement  was  prepared.  The  Parties  shall
undertake to agree on the final statement of the Sale Price no later than thirty
(30) days after  delivery of Seller's  statement.  In the event that the Parties
cannot reach agreement within such period of time, any Party may refer the items
of  adjustment  which  are in  dispute  to Grant  Thornton  LLP or to any  other
nationally-recognized  independent  accounting  firm or consulting firm mutually
acceptable to both Buyer and Seller  ("Accounting  Arbitrator"),  for review and
final determination by arbitration.  The Accounting Arbitrator shall conduct the
arbitration  proceedings  in Houston,  Texas in accordance  with the  Commercial
Arbitration Rules of the American  Arbitration  Association,  to the extent such
rules  do  not  conflict  with  the  terms  of  this  Section.   The  Accounting
Arbitrator's   determination  shall  be  made  within  thirty  (30)  days  after
submission  of the  matters  in  dispute  and shall be final and  binding on all
Parties,  without  right of appeal.  In  determining  the  proper  amount of any
adjustment to the Sale Price,  the Accounting  Arbitrator  shall be bound by the
terms of Section 14 and may not  increase  the Sale Price more than the increase
proposed by Seller nor decrease  the Sale Price more than the decrease  proposed
by Buyer, as applicable.  The Accounting  Arbitrator  shall act as an expert for
the limited purpose of determining the specific  disputed  aspects of Sale Price
adjustments  submitted by any Party and may not award damages,  interest (except
as  expressly  provided  for in this  Section)  or  penalties  to any Party with
respect to any  matter.  Seller and Buyer shall each bear its own legal fees and
other costs of presenting  its case.  Seller shall bear one-half and Buyer shall
bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten
(10) days after the earlier of (i) the  expiration  of Buyer's  fifteen (15) day
review period  without  delivery of any written report or (ii) the date on which
the Parties or the Accounting  Arbitrator  finally determine the Sale Price, (x)
Buyer  shall pay to Seller the amount by which the  adjusted  Sale Price paid by
Buyer to Seller on the Closing  Date  exceeds the final  adjusted  Sale Price as
determined  pursuant  to this  Section 29 or (y)  Seller  shall pay to Buyer the
amount by which the final  adjusted  Sale Price as  determined  pursuant to this
Section  29  exceeds  the  adjusted  Sale  Price  paid by Buyer to Seller on the
Closing Date,  as  applicable.  Any  post-adjusted  Sale Price  pursuant to this
Section 29 shall bear  interest  from the Closing Date to the date of payment at
the Agreed Interest Rate.  Buyer shall assist Seller in preparation of the final
statement  of the Sale Price  under  this  Section  29 by  furnishing  invoices,
receipts,  reasonable  access to personnel  and such other  assistance as may be
requested by Seller to facilitate such process post-Closing.


                                       23
<PAGE>

         (b) With respect to any proceeds  attributable  to the ownership of the
Properties  prior to the Effective Time that are received after the Closing Date
(other  than the  Suspended  Royalties),  Seller  shall be  entitled to all such
proceeds.  Should Buyer  receive  after  Closing any proceeds to which Seller is
entitled under the immediately  foregoing sentence,  Buyer shall fully disclose,
account  for and  promptly,  but in no event  later than  thirty (30) days after
receipt, remit the same to Seller.

         (c) With respect to any proceeds  attributable  to (i) the ownership of
the  Properties on or after the Effective  Time or (ii) the Suspended  Royalties
that are, in each case, received after the Closing Date, Buyer shall be entitled
to all such proceeds.  Should Seller or its Affiliates receive after Closing any
proceeds to which Buyer is entitled under the  immediately  foregoing  sentence,
Seller shall fully  disclose,  account for and  promptly,  but in no event later
than thirty (30) days after receipt, remit the same to Buyer.

30. Notices. All communications required or permitted under this Agreement shall
be in writing, in English,  and any communication or delivery hereunder shall be
deemed to have been fully made if delivered  by personal  delivery or if sent by
nationally  recognized  next-business  day delivery  courier  service or sent by
facsimile transmission to the address as set forth below:

                  If to Seller:            Devon Energy Production Company, L.P.
                                           20 N. Broadway
                                           Oklahoma City, Oklahoma 73102
                                           Attention:        Cathy Lebsack
                                           Telephone:        (405) 235-3611
                                           Telecopy:         (405) 552-4551

                  If to Buyer:              Amen Properties, Inc.
                                           303 W. Wall Street, Suite 2300
                                           Midland, Texas 79701
                                           Attention:        Jon Morgan
                                           Telephone:        (432) 682-4000
                                           Telecopy:         (432) 685-3143

                  With a copy to:          Beckham, Rector & Eargle, L.L.P.
                                           First Financial Bank Building
                                           400 Pine Street, Suite 1020
                                           Abilene, Texas  79604
                                           Attention:        John L. Beckham
                                           Telephone:        (325) 673-1393
                                           Telecopy:         (325) 673-3504

Either  Party may  change its  address  for notice by notice to the other in the
manner set forth above.  All notices  shall be deemed to have been duly given at
the time of receipt by the Party to which such  notice is  addressed,  or in the
case by notice sent by courier  service or mail,  on the date three (3) Business
Days after the date sent.


                                       24
<PAGE>

31.  Further  Assurance.  After  Closing  each  of the  Parties  shall  execute,
acknowledge  and deliver to the other such  further  instruments,  and take such
other actions as may be reasonably necessary to carry out the provisions of this
Agreement.  However,  Buyer shall assume all  responsibility  for  notifying the
purchaser(s)  of oil and gas  production  from the  Properties,  and such  other
designated  persons  who may be  responsible  for  disbursing  payments  for the
purchase of such production,  of the change of ownership of the Properties,  and
Buyer  shall take all  actions  necessary  to  effectuate  the  transfer of such
payments to Buyer.

32. Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 6, ANY INSTRUMENT OF
CONVEYANCE  OR SALE  EXECUTED  PURSUANT  HERETO  SHALL BE  EXECUTED  WITHOUT ANY
WARRANTY OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITHOUT ANY
EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE  MERCHANTABILITY  OF ANY
OF THE EQUIPMENT OR OTHER  PERSONAL  PROPERTY  INCLUDED IN THE PROPERTIES OR ITS
FITNESS FOR ANY  PARTICULAR  PURPOSE,  AND WITHOUT ANY OTHER  EXPRESS OR IMPLIED
WARRANTY OR  REPRESENTATION  WHATSOEVER.  IT IS UNDERSTOOD AND AGREED THAT BUYER
SHALL  HAVE  INSPECTED  THE  PROPERTIES  FOR  ALL  PURPOSES,  INCLUDING  WITHOUT
LIMITATION  FOR THE  PURPOSE  OF  DETECTING  THE  PRESENCE  OF NORM AND MAN MADE
MATERIAL FIBERS  (HEREINAFTER  REFERRED TO AS "MMMF") AND SATISFIED ITSELF AS TO
THEIR  PHYSICAL  AND  ENVIRONMENTAL  CONDITION,  BOTH  SURFACE  AND  SUBSURFACE,
INCLUDING,  BUT NOT LIMITED TO, CONDITIONS RELATED TO THE PRESENCE,  RELEASE, OR
DISPOSAL  OF  HAZARDOUS  SUBSTANCES,  AND THAT BUYER IS RELYING  SOLELY UPON THE
RESULTS OF SUCH INSPECTION OF THE PROPERTIES AND SHALL ACCEPT ALL OF THE SAME IN
THEIR "AS IS, WHERE IS"  CONDITION.  SELLER  DISCLAIMS ALL LIABILITY  ARISING IN
CONNECTION WITH THE PRESENCE OF NORM OR MMMF ON THE PROPERTIES AND IF TESTS HAVE
BEEN CONDUCTED BY SELLER FOR THE PRESENCE OF NORM OR MMMF,  SELLER DISCLAIMS ANY
WARRANTY RESPECTING THE ACCURACY OF SUCH TESTS OR RESULTS.  IN ADDITION,  SELLER
AND ITS  CONSULTANTS  MAKES NO AND  EXPRESSLY  DISCLAIMS ANY  REPRESENTATION  OR
WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OF THE PROPERTIES, (II) THE
CONTENTS,   CHARACTER  OR  NATURE  OF  ANY  DESCRIPTIVE   MEMORANDUM,   ECONOMIC
INFORMATION OR REPORTS, OR ANY REPORT OF ANY PETROLEUM  ENGINEERING  CONSULTANT,
OR ANY GEOLOGICAL OR SEISMIC DATA OR  INTERPRETATION,  RELATING TO THE ASSETS OR
THE  PROPERTIES,  (III) THE  QUANTITY,  QUALITY OR  RECOVERABILITY  OF PETROLEUM
SUBSTANCES  IN OR FROM THE ASSETS OR THE  PROPERTIES,  (IV) THE EXISTENCE OF ANY
PROSPECT,  RECOMPLETION,  INFILL OR  STEP-OUT  DRILLING  OPPORTUNITIES,  (V) ANY
ESTIMATES OF THE VALUE OF THE ASSETS OR PROPERTIES OR FUTURE REVENUES  GENERATED
BY THE SUBJECT PROPERTIES OR ASSETS, (VI) THE PRODUCTION OF PETROLEUM SUBSTANCES
FROM THE PROPERTIES OR ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS,  OR IN
PAYING  QUANTITIES,  OR ANY PRODUCTION OR DECLINE RATES,  (VII) THE MAINTENANCE,
REPAIR, CONDITION, QUALITY,  SUITABILITY,  DESIGN OR MARKETABILITY OF THE ASSETS
OR PROPERTIES,  (VIII) INFRINGEMENT OF ANY INTELLECTUAL  PROPERTY RIGHT, OR (IX)
ANY  OTHER  MATERIALS  OR  INFORMATION  THAT MAY HAVE  BEEN  MADE  AVAILABLE  OR
COMMUNICATED TO SELLER OR ITS  AFFILIATES,  OR ITS OR THEIR  EMPLOYEES,  AGENTS,
CONSULTANTS,  REPRESENTATIVES  OR ADVISORS IN CONNECTION  WITH THE  TRANSACTIONS
CONTEMPLATED  BY THIS  AGREEMENT  OR ANY  DISCUSSION  OR  PRESENTATION  RELATING
THERETO,  AND FURTHER  DISCLAIMS  ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS OR
IMPLIED,  OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE.  ANY AND ALL
SUCH DATA,  INFORMATION AND OTHER  MATERIALS  FURNISHED BY SELLER IS PROVIDED TO
BUYER AS A  CONVENIENCE  AND BUYER  AFFIRMS THAT IT HAS RELIED SOLELY ON ITS OWN
EVALUATION OF THE PROPERTIES AND NOT ON INFORMATION  FURNISHED BY SELLER.  AFTER
CONSULTATION  WITH AN ATTORNEY OF ITS OWN SELECTION,  BUYER EXPRESSLY WAIVES THE
PROVISIONS  OF  CHAPTER  XVII,  SUBCHAPTER  E,  SECTIONS  17.41  THROUGH  17.63,
INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED),  VERNON'S TEXAS CODE
ANNOTATED,  BUSINESS AND COMMERCE CODE (THE "DECEPTIVE TRADE PRACTICES ACT") AND
IF ANY OF THE  PROPERTIES  ARE LOCATED IN LOUISIANA AND ARE SUBJECT TO LOUISIANA
LAW,  BUYER  EXPRESSLY  WAIVES THE WARRANTY OF FITNESS FOR INTENDED  PURPOSES OR
GUARANTEE  AGAINST  HIDDEN OR LATENT  REDHIBITORY  VICES  UNDER  LOUISIANA  LAW,
INCLUDING  LOUISIANA CIVIL CODE ARTICLES 2520 (1870) THROUGH 2548 (1870) AND THE
WARRANTY  IMPOSED BY LOUISIANA  CIVIL CODE ARTICLES  2476;  WAIVES ALL RIGHTS IN
REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2420, ET SEQ; ACKNOWLEDGES
THAT THIS  EXPRESS  WAIVER SHALL BE  CONSIDERED A MATERIAL AND INTEGRAL  PART OF
THIS SALE AND THE CONSIDERATION  THEREOF;  AND ACKNOWLEDGES THAT THIS WAIVER HAS
BEEN BROUGHT TO THE  ATTENTION  OF BUYER AND  EXPLAINED IN DETAIL AND THAT BUYER
HAS  VOLUNTARILY  AND KNOWINGLY  CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS
AND/OR WARRANTY AGAINST  REDHIBITORY VICES AND DEFECT FOR THE PROPERTIES.  BUYER
ACKNOWLEDGES  THAT THIS  EXPRESS  WAIVER  SHALL BE  CONSIDERED  A  MATERIAL  AND
INTEGRAL PART OF THIS SALE AND THE CONSIDERATION  THEREOF; AND ACKNOWLEDGES THAT
THIS WAIVER HAS BEEN BROUGHT TO THE  ATTENTION OF BUYER AND  EXPLAINED IN DETAIL
AND THAT BUYER HAS  VOLUNTARILY  AND  KNOWINGLY  CONSENTED TO THIS  WAIVER.  ALL
INSTRUMENTS  OF CONVEYANCE TO BE DELIVERED BY SELLER AT CLOSING SHALL  EXPRESSLY
SET FORTH THE DISCLAIMERS OF  REPRESENTATIONS  AND WARRANTIES  CONTAINED IN THIS
PARAGRAPH.  IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER,  BUYER HEREBY
REPRESENTS  AND  WARRANTS  TO SELLER  THAT  BUYER (A) IS NOT IN A  SIGNIFICANTLY
DISPARATE  BARGAINING  POSITION AND (B) IS REPRESENTED BY LEGAL COUNSEL,  OF ITS
OWN SELECTION, IN SEEKING OR ACQUIRING THE INTERESTS.


                                       25
<PAGE>

33.  Expenses.  Except as  expressly  otherwise  provided  herein,  all expenses
incurred by Seller in  connection  with this  Agreement,  and all other  matters
related to the Closing,  including without limitation,  all fees and expenses of
counsel,  accountants and financial advisers employed by Seller,  shall be borne
solely and entirely by Seller,  and all such expenses incurred by Buyer shall be
borne solely and entirely by Buyer.

34. Due Diligence. Buyer represents that it has performed, or will perform prior
to Closing,  sufficient review and due diligence with respect to the Properties,
which  includes  reviewing  well-data,  title,  and other files,  and performing
necessary evaluations,  assessments,  and other tasks involved in evaluating the
Properties,  to satisfy its requirements  completely and to enable it to make an
informed  decision to acquire the Properties  under the terms of this Agreement.
Buyer is capable of making such investigation, inspection, review and evaluation
of the  Properties  as a prudent  purchaser  would  deem  appropriate  under the
circumstances, including with respect to all matters relating to the Properties,
their value,  operation  and  suitability.  Each of Seller and Buyer has had the
opportunity to exercise  business  discretion in relation to the  negotiation of
the details of the  transactions  contemplated  hereby.  This  Agreement  is the
result of  arm's-length  negotiations  from equal  bargaining  positions.  It is
expressly  agreed that this Agreement shall not be construed  against any Party,
and no  consideration  shall be given or  presumption  made, on the basis of who
drafted this Agreement or any particular provision thereof.

35. Material Factor. Buyer acknowledges that Buyer's  representations herein are
a material inducement to Seller to enter into this Agreement with, and close the
sale to, Buyer.

36. Press Release.  Until the Closing, there shall be no press release or public
communication  concerning  this  purchase  and  sale  or any  other  transaction
contemplated hereby by either Party or their Affiliates;  provided, however, the
foregoing  shall not restrict  disclosures  by Buyer or Seller (i) to the extent
that such disclosures are required by applicable securities or other Laws or the
applicable rules of any stock exchange having  jurisdiction  over the disclosing
Party or its  Affiliates,  (ii) to  Governmental  Authorities  and third Persons
holding preferential rights to purchase,  rights of consent or other rights that
may be  applicable  to the  transactions  contemplated  by  this  Agreement,  as
reasonably   necessary  to  provide   notices,   seek  waivers.   amendments  or
terminations of such rights, or seek such consents, or (iii) to third Persons to
the extent required by the Contracts.  Seller and Buyer shall each be liable for
the compliance of its respective  Affiliates  with the terms of this Section 36.
The Parties shall  consult each other in a timely  manner on all press  releases
required by applicable  Law or stock  exchange  rules.  Seller has advised Buyer
that Seller will be required under  applicable  Law to make certain  disclosures
regarding this Agreement and the transactions contemplated hereby.


                                       26
<PAGE>

37.  Entire  Agreement.  This  Agreement  and  the  agreements  and  instruments
contemplated hereby state the entire agreement between the Parties regarding the
subject matter hereof and may be  supplemented,  altered,  amended,  modified or
revoked by writing only, signed by both Parties.  This Agreement  supersedes any
prior  agreements  between the Parties  concerning sale of the  Properties.  The
headings  are  for  guidance  only  and  shall  have  no   significance  in  the
interpretations of this Agreement.

38.  Tax  Reporting.  The  allocated  values  set  forth on  Exhibit  B shall be
completed in the manner  required by Section 1060 of the Code.  Buyer and Seller
further  agree to comply  with all  filing,  notice and  reporting  requirements
described  in Section 1060 of the Code,  including  the timely  preparation  and
filing of Form 8594 based on the allocated values. Buyer and Seller hereby agree
that they will report the federal,  state, foreign and other Tax consequences of
the transactions  contemplated by this Agreement in a manner consistent with the
allocated  values set forth on  Exhibit B (as such may be revised  per the terms
hereof).

39. Assignability. This Agreement and the rights and obligations hereunder shall
not be assignable or delegable by either Party hereto  without the prior written
consent  of the  other,  which  consent  may be  given or  withheld  at the sole
discretion  of the Party  entitled to grant such  consent,  and any  transfer or
delegation  made without such consent shall be void.  Subject to the  foregoing,
this  Agreement  shall be binding  upon and inure to the  benefit of the Parties
hereto and their respective successors and assigns.

40. Choice of Law. This Agreement  shall be governed by the Laws of the State of
Texas,  without  regard to principles of conflicts of laws that would direct the
application of the Laws of another jurisdiction.

41.  Dispute  Resolution.  Each Party consents to personal  jurisdiction  in any
action brought in the United States federal courts located in the State of Texas
with respect to any dispute,  claim or controversy arising out of or in relation
to or in connection with this  Agreement,  and each of the Parties hereto agrees
that any  action  instituted  by it against  the other with  respect to any such
dispute,  controversy or claim (except to the extent a dispute,  controversy, or
claim arising out of or in relation to or in connection  with the  allocation of
the Sale  Price  pursuant  to Section 5, the  determination  of a Defect  Amount
pursuant to Section 9 or the determination of Sale Price adjustments pursuant to
Section  14 is  referred  to an  expert  pursuant  to  those  Sections)  will be
instituted  exclusively  in the United  States  District  Court for the Southern
District of Texas,  Houston Division.  The Parties hereby waive trial by jury in
any action,  proceeding or counterclaim  brought by any Party against another in
any matter  whatsoever  arising out of or in relation to or in  connection  with
this Agreement.

42.  Counterpart  Execution.  This Agreement may be executed in counterparts and
each  counterpart  shall  constitute  a binding  agreement as if the Parties had
executed a single document.

43. Severance of Invalid Provisions.  If, for any reason and for so long as, any
clause  or  provision  of  this  Agreement  is  held  by a  court  of  competent
jurisdiction to be illegal,  invalid,  unenforceable or unconscionable under any
present  or  future  Law (or  interpretation  thereof),  the  remainder  of this
Agreement  shall not be  affected by such  illegality  or  invalidity.  Any such
invalid  provision  shall be  deemed  severed  from  this  Agreement  as if this
Agreement had been executed with the invalid provision eliminated. The surviving
provisions  of this  Agreement  shall remain in full force and effect unless the
removal  of the  invalid  provision  destroys  the  legitimate  purpose  of this
Agreement;  in which event this  Agreement  shall be null and void.  The Parties
shall negotiate in good faith for any required modifications to this Agreement.

44. Limitation on Damages.  Notwithstanding  anything to the contrary  contained
herein,  none of Buyer,  Seller or any of their  respective  Affiliates shall be
entitled  to  special,  consequential,  lost  profits  or  punitive  damages  in
connection with this Agreement and the transactions  contemplated  hereby (other
than special, consequential,  lost profits or punitive damages suffered by third
Persons for which  responsibility  is allocated between the Parties) and each of
Buyer and Seller,  for itself and on behalf of its Affiliates,  hereby expressly
waives  any  right to  special  or  punitive  damages  in  connection  with this
Agreement and the transactions contemplated hereby. The Parties acknowledge that
the waivers and indemnities set forth herein constitute a specifically bargained
for  allocation  of  risk  among  the  Parties,  which  the  Parties  agree  and
acknowledge   satisfies  the  express   negligence   rule  and   conspicuousness
requirement under Texas Law.


                                       27
<PAGE>

45.  References.  In this  Agreement:  (a)  references to any gender  includes a
reference to all other  genders;  (b)  references  to the singular  includes the
plural,  and vice versa;  (c)  reference to any Section  means a Section of this
Agreement; (d) reference to any Exhibit or Schedule means an Exhibit or Schedule
to this Agreement,  all of which are  incorporated  into and made a part of this
Agreement; (e) unless expressly provided to the contrary, "hereunder", "hereof",
"herein" and words of similar import are references to this Agreement as a whole
and not any  particular  Section  or  other  provision  of this  Agreement;  (f)
references to "$" or "dollars"  means United States  dollars;  and (g) "include"
and "including"  shall mean include or including without limiting the generality
of the description preceding such term.

46.  Waivers.  Any failure by any Party to comply  with any of its  obligations,
agreements  or  conditions  herein  contained may be waived by the Party to whom
such compliance is owed by an instrument  signed by the Party to whom compliance
is owed and expressly  identified as a waiver,  but not in any other manner.  No
waiver of, or consent to a change in, any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of, or  consent  to a change in,
other  provisions  hereof  (whether  or not  similar),  nor  shall  such  waiver
constitute a continuing waiver unless otherwise expressly provided.

47. Third Person  Beneficiaries.  Nothing in this  Agreement  shall  entitle any
Person  other than Buyer and  Seller to any  claim,  cause of action,  remedy or
right of any kind, except the rights expressly provided to the Persons described
in Sections 11 and 22.

48.  Acknowledgement.  BUYER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS
ENTIRETY,  AND  THAT  IT  UNDERSTANDS  ALL THE  PROVISIONS  SET  FORTH  THEREIN,
INCLUDING,  BUT NOT LIMITED TO, THOSE  PROVISIONS  LOCATED IN SECTIONS 11 AND 22
WHEREIN  BUYER AGREES TO INDEMNIFY  SELLER GROUP IN CERTAIN  CIRCUMSTANCES  EVEN
THOUGH THE LOSSES,  COSTS,  EXPENSE  AND/OR  DAMAGES MAY HAVE BEEN CAUSED BY THE
GROSS,  SOLE,  CONCURRENT,  ACTIVE OR  PASSIVE  NEGLIGENCE  OF THE  SELLER,  ITS
EMPLOYEES,  OR ANY THIRD PARTY AND EVEN THOUGH THE SELLER MAY BE RESPONSIBLE FOR
SUCH LOSSES,  COSTS,  EXPENSES AND/OR DAMAGES UNDER ANY THEORY OF LAW, INCLUDING
BUT NOT LIMITED TO STRICT LIABILITY.

     [Remainder of Page Intentionally Left Blank. Signature Page to Follow]



                                       28
<PAGE>

         IN  WITNESS  WHEREOF,  this  Agreement  has been  signed by each of the
Parties as of the date first above written.

                                     SELLER:


                                     DEVON ENERGY PRODUCTION COMPANY, L.P.



                                     By:
                                         ---------------------------------------
                                     Name:   Bradley A. Foster
                                     Title:  Vice President


                                     BUYER:


                                     AMEN PROPERTIES, INC.



                                     By:
                                         ---------------------------------------
                                     Name:   Eric L. Oliver
                                     Title:  Chairman



                  Signature Page to Purchase and Sale Agreement

<PAGE>



                                    EXHIBIT A
                                    ---------

                             OIL AND GAS PROPERTIES
                             ----------------------

[To Come]


                                Exhibit A, Page 1

<PAGE>



                                    EXHIBIT A
                                    ---------

                                ALLOCATED VALUES
                                ----------------

[To Come]


                                Exhibit B, Page 1

<PAGE>



                                    EXHIBIT C
                                    ---------

                    FORM OF DEED, ASSIGNMENT AND BILL OF SALE
                    -----------------------------------------

                     ASSIGNMENT, BILL OF SALE AND CONVEYANCE
                     ---------------------------------------
         Devon Energy Production Company, L.P. ("Assignor"), whose address is 20
North Broadway, Oklahoma City, Oklahoma 73102 for Ten Dollars and other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged),  does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN,  TRANSFER, SET
OVER,  and DELIVER unto Amen  Properties,  Inc., a Delaware  corporation,  whose
address is 303 W. Wall Street,  Suite 2300,  Midland,  Texas 79701 ("Assignee"),
effective  as of October 1, 2007 at 7:00 a.m.,  local time  ("Effective  Time"),
said time to be determined  for each locality in which the  Properties  (as such
term is  defined  below)  are  located  in  accordance  with the time  generally
observed in said locality, all of Assignor's right, title and interest in and to
the following:

A.       any and all  interests in the oil and gas leases,  oil, gas and mineral
         leases and  subleases,  royalties,  overriding  royalties,  and mineral
         servitudes,  that  are  described  on  Attachment  ___ of  Exhibit  "A"
         ("Leases");

B.       any and all fee mineral  interests that are described on Attachment ___
         of Exhibit "A," for a separate term as to each  individual  fee mineral
         interest as long as oil, gas or other  minerals  are being  produced in
         paying  quantities,  or are capable of producing in paying  quantities,
         from  any  well  capable  of  producing  in  paying  quantities  at the
         Effective Time on such fee mineral interests or on pooled, communitized
         or unitized  acreage  that  includes all or any part of the fee mineral
         interest ("Term Mineral Interest(s)").

C.       any and all interests in any and all oil, gas, water,  CO2 or injection
         wells  located on the  Leases,  the Term  Mineral  Interests  or on the
         pooled,  communitized or unitized acreage that includes all or any part
         of the Leases or Term Mineral Interests,  including, but not limited to
         the  interests in the wells shown on Attachment 3 of Exhibit A attached
         hereto ("Wells"):

D.       any and all interests in all pooled,  communitized or unitized  acreage
         which  includes  all or part of any  Leases or Term  Mineral  Interests
         ("Units",  and together with the Leases, the Term Mineral Interests and
         the Wells, the "Subject Assets"), and all tenements,  hereditaments and
         appurtenances  belonging  to the Leases,  Term  Mineral  Interests  and
         Units.

E.       any and all any amounts  payable to Assignor that are  attributable  to
         the Subject  Assets that are,  on or after the  Closing  Date,  held in
         suspense by any Person as of the Closing  Date  (regardless  of whether
         such amounts are  attributable to production for periods before,  on or
         after the Effective  Time and any interest  accrued in escrow  accounts
         for such suspended funds ("Suspended Royalties");

F.       all currently  existing  contracts,  agreements  and  instruments  with
         respect to the Subject Assets, to the extent burdening or applicable to
         the  Subject  Assets,  including  operating  agreements,   unitization,
         pooling, and communitization agreements,  declarations and orders, area
         of mutual interest  agreements,  joint venture  agreements,  farmin and
         farmout agreements,  exchange  agreements,  transportation  agreements,
         agreements  for the sale  and  purchase  of oil and gas and  processing
         agreements ("Contracts"); and

G.       all data and records of Assignor, to the extent relating solely to, the
         Subject Assets, Suspended Royalties or the Contracts ("Records").

All of the real and personal properties, rights, titles, and interests described
in  paragraphs  (A) through (D) above are  hereinafter  collectively  called the
"Properties"  or,  individually,  a "Property",  subject to the  limitations and
terms  expressly  set forth  herein  and in Exhibit A and  Exhibit B;  provided,
however, the Properties shall in no event include any of the Excluded Properties
(as such term if defined in the Purchase Agreement.


                                Exhibit C, Page 1

<PAGE>

TO HAVE AND TO HOLD the Properties  unto  Assignee,  its successors and assigns,
forever.

This  Assignment,  Bill of Sale and Conveyance  (the  "Assignment")  is made and
accepted expressly subject to the following terms and conditions:

1. This  Assignment  is executed and  delivered  pursuant to and made subject to
that certain  Purchase and Sale Agreement  dated November 8, 2007 (the "Purchase
Agreement")  between  Assignor,  as Seller,  and Assignee,  as Buyer, and in the
event of any conflict or  inconsistency  between any term hereof and any term of
the  Purchase  Agreement,  the  terms  of the  Purchase  Agreement  shall in all
respects  control.  All  capitalized  terms not  defined  herein  shall have the
meaning ascribed to such term in the Purchase Agreement

2. THIS ASSIGNMENT IS MADE AND DELIVERED  WITHOUT ANY WARRANTY OF TITLE,  EITHER
EXPRESS,  IMPLIED,  STATUTORY,  OR  OTHERWISE,  WITHOUT  ANY  EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION AS TO THE  MERCHANTABILITY OF ANY OF THE EQUIPMENT OR
OTHER  PERSONAL  PROPERTY  INCLUDED  IN THE  PROPERTIES  OR ITS  FITNESS FOR ANY
PARTICULAR  PURPOSE,  AND  WITHOUT  ANY OTHER  EXPRESS  OR IMPLIED  WARRANTY  OR
REPRESENTATION  WHATSOEVER.  IT IS  UNDERSTOOD  AND  AGREED  THAT  ASSIGNEE  HAS
INSPECTED THE PROPERTIES FOR ALL PURPOSES,  INCLUDING WITHOUT LIMITATION FOR THE
PURPOSE  OF  DETECTING  THE  PRESENCE  OF NORM  AND  MAN  MADE  MATERIAL  FIBERS
(HEREINAFTER  REFERRED TO AS "MMMF") AND SATISFIED  ITSELF AS TO THEIR  PHYSICAL
AND ENVIRONMENTAL  CONDITION,  BOTH SURFACE AND SUBSURFACE,  INCLUDING,  BUT NOT
LIMITED  TO,  CONDITIONS  RELATED  TO THE  PRESENCE,  RELEASE,  OR  DISPOSAL  OF
HAZARDOUS  SUBSTANCES,  AND THAT ASSIGNEE IS RELYING  SOLELY UPON THE RESULTS OF
SUCH  INSPECTION OF THE PROPERTIES AND SHALL ACCEPT ALL OF THE SAME IN THEIR "AS
IS, WHERE IS" CONDITION.  ASSIGNOR DISCLAIMS ALL LIABILITY ARISING IN CONNECTION
WITH THE  PRESENCE  OF NORM OR MMMF ON THE  PROPERTIES  AND IF TESTS  HAVE  BEEN
CONDUCTED BY ASSIGNOR FOR THE PRESENCE OF NORM OR MMMF,  ASSIGNOR  DISCLAIMS ANY
WARRANTY RESPECTING THE ACCURACY OF SUCH TESTS OR RESULTS. IN ADDITION, ASSIGNOR
AND ITS  CONSULTANTS  MAKES NO AND  EXPRESSLY  DISCLAIMS ANY  REPRESENTATION  OR
WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OF THE PROPERTIES, (II) THE
CONTENTS,   CHARACTER  OR  NATURE  OF  ANY  DESCRIPTIVE   MEMORANDUM,   ECONOMIC
INFORMATION OR REPORTS, OR ANY REPORT OF ANY PETROLEUM  ENGINEERING  CONSULTANT,
OR ANY  GEOLOGICAL  OR SEISMIC DATA OR  INTERPRETATION,  RELATING TO THE SUBJECT
ASSETS OR THE  PROPERTIES,  (III) THE  QUANTITY,  QUALITY OR  RECOVERABILITY  OF
PETROLEUM  SUBSTANCES IN OR FROM THE SUBJECT ASSETS OR THE PROPERTIES,  (IV) THE
EXISTENCE  OF  ANY   PROSPECT,   RECOMPLETION,   INFILL  OR  STEP-OUT   DRILLING
OPPORTUNITIES,  (V)  ANY  ESTIMATES  OF THE  VALUE  OF  THE  SUBJECT  ASSETS  OR
PROPERTIES  OR FUTURE  REVENUES  GENERATED BY THE SUBJECT  PROPERTIES OR SUBJECT
ASSETS,  (VI) THE  PRODUCTION  OF PETROLEUM  SUBSTANCES  FROM THE  PROPERTIES OR
SUBJECT  ASSETS,  OR  WHETHER  PRODUCTION  HAS  BEEN  CONTINUOUS,  OR IN  PAYING
QUANTITIES,  OR ANY PRODUCTION OR DECLINE RATES, (VII) THE MAINTENANCE,  REPAIR,
CONDITION, QUALITY,  SUITABILITY,  DESIGN OR MARKETABILITY OF THE SUBJECT ASSETS
OR PROPERTIES,  (VIII) INFRINGEMENT OF ANY INTELLECTUAL  PROPERTY RIGHT, OR (IX)
ANY  OTHER  MATERIALS  OR  INFORMATION  THAT MAY HAVE  BEEN  MADE  AVAILABLE  OR
COMMUNICATED TO ASSIGNOR OR ITS AFFILIATES,  OR ITS OR THEIR EMPLOYEES,  AGENTS,
CONSULTANTS,  REPRESENTATIVES  OR ADVISORS IN CONNECTION  WITH THE  TRANSACTIONS
CONTEMPLATED  BY THIS  ASSIGNMENT  OR ANY  DISCUSSION OR  PRESENTATION  RELATING
THERETO,  AND FURTHER  DISCLAIMS  ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS OR
IMPLIED,  OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE.  ANY AND ALL
SUCH DATA,  INFORMATION AND OTHER MATERIALS FURNISHED BY ASSIGNOR IS PROVIDED TO
ASSIGNEE AS A CONVENIENCE AND ASSIGNEE  AFFIRMS THAT IT HAS RELIED SOLELY ON ITS
OWN EVALUATION OF THE  PROPERTIES AND NOT ON INFORMATION  FURNISHED BY ASSIGNOR.
AFTER  CONSULTATION  WITH AN ATTORNEY OF ITS OWN SELECTION,  ASSIGNEE  EXPRESSLY
WAIVES THE  PROVISIONS  OF CHAPTER XVII,  SUBCHAPTER  E, SECTIONS  17.41 THROUGH
17.63,  INCLUSIVE  (OTHER THAN SECTION  17.555,  WHICH IS NOT WAIVED),  VERNON'S
TEXAS CODE ANNOTATED, BUSINESS AND COMMERCE CODE (THE "DECEPTIVE TRADE PRACTICES
ACT") AND IF ANY OF THE  PROPERTIES  ARE LOCATED IN LOUISIANA AND ARE SUBJECT TO
LOUISIANA LAW,  ASSIGNEE  EXPRESSLY  WAIVES THE WARRANTY OF FITNESS FOR INTENDED
PURPOSES OR GUARANTEE AGAINST HIDDEN OR LATENT REDHIBITORY VICES UNDER LOUISIANA
LAW, INCLUDING LOUISIANA CIVIL CODE ARTICLES 2520 (1870) THROUGH 2548 (1870) AND
THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLES 2476; WAIVES ALL RIGHTS IN
REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2420, ET SEQ; ACKNOWLEDGES
THAT THIS  EXPRESS  WAIVER SHALL BE  CONSIDERED A MATERIAL AND INTEGRAL  PART OF
THIS SALE AND THE CONSIDERATION  THEREOF;  AND ACKNOWLEDGES THAT THIS WAIVER HAS
BEEN  BROUGHT TO THE  ATTENTION  OF ASSIGNEE  AND  EXPLAINED  IN DETAIL AND THAT
ASSIGNEE HAS VOLUNTARILY  AND KNOWINGLY  CONSENTED TO THIS WAIVER OF WARRANTY OF
FITNESS AND/OR WARRANTY AGAINST REDHIBITORY VICES AND DEFECT FOR THE PROPERTIES.
ASSIGNEE  ACKNOWLEDGES  THAT THIS EXPRESS  WAIVER SHALL BE CONSIDERED A MATERIAL
AND INTEGRAL PART OF THIS SALE AND THE CONSIDERATION  THEREOF;  AND ACKNOWLEDGES
THAT THIS WAIVER HAS BEEN BROUGHT TO THE  ATTENTION OF ASSIGNEE AND EXPLAINED IN
DETAIL AND THAT ASSIGNEE HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER.
ALL  INSTRUMENTS  OF  CONVEYANCE  TO BE DELIVERED  BY ASSIGNOR AT CLOSING  SHALL
EXPRESSLY SET FORTH THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES  CONTAINED
IN THIS  PARAGRAPH.  IN ORDER TO  EVIDENCE  ITS  ABILITY TO GRANT  SUCH  WAIVER,
ASSIGNEE HEREBY  REPRESENTS AND WARRANTS TO ASSIGNOR THAT ASSIGNEE (A) IS NOT IN
A SIGNIFICANTLY  DISPARATE  BARGAINING  POSITION AND (B) IS REPRESENTED BY LEGAL
COUNSEL, OF ITS OWN SELECTION, IN SEEKING OR ACQUIRING THE INTERESTS.


                                Exhibit C, Page 2

<PAGE>

3. To the extent  permitted by law,  Assignee  shall be subrogated to Assignor's
rights in and to representations,  warranties and covenants given by others with
respect to the Properties, and Assignor hereby grants and transfers to Assignee,
its successors and assigns,  to the extent so transferable and permitted by law,
the  benefit  of and the right to enforce  the  covenants,  representations  and
warranties,  if any,  which  Assignor is entitled to enforce with respect to the
Properties.

4.  Assignee  hereby  assumes and agrees to fully and timely pay,  perform,  and
discharge  in  accordance  with their  terms,  the all duties,  liabilities  and
obligations directly and primarily arising out of the Properties.

5. This Assignment is made expressly  subject to and Assignee hereby assumes and
ratifies  all  Leases  and  Contracts,  of which  Assignee  has  actual  notice,
(collectively, the "Assumed Contracts").  Assignee shall observe and comply with
all  covenants,  terms and  provisions,  express  or  implied,  to the extent of
Assignee's  interest  in the  Properties,  in the Assumed  Contracts,  and shall
execute such  instruments of ratification  and joinder as may be required by the
terms thereof or the other parties thereto.

6. Assignor agrees to execute,  acknowledge and deliver, or cause its affiliates
to execute,  acknowledge and deliver, to Assignee, from time to time, such other
and additional  instruments,  notices,  and other documents,  and to do all such
other  and  further  acts and  things  as may be  necessary  to more  fully  and
effectively grant, convey and assign to Assignee the Properties.

7. This  Assignment  shall be binding  upon and inure to the benefit of Assignor
and  Assignee  and their  respective  successors  and assigns and are  covenants
running with the land and with each  subsequent  transfer or  assignment  of the
Properties or any part thereof.

8. This Assignment may be executed in any number of counterparts,  each of which
will  for all  purposes  be  deemed  to be an  original,  and all of  which  are
identical except that, to facilitate  recordation,  in any particular  county or
parish  counterpart  portions  of  Exhibit A hereto  which  describe  properties
situated in counties or parishes other than the county or parishes in which such
counterpart is to be recorded may have been omitted.


                                Exhibit C, Page 3
<PAGE>

                  [Remainder of Page Intentionally Left Blank]



                                Exhibit C, Page 4


<PAGE>


         IN  WITNESS   WHEREOF,   Assignor  and  Assignee   have  executed  this
Assignment,  Bill  of Sale  and  Conveyance  on the  date  set  forth  in  their
respective acknowledgments below, but effective as of the Effective Time.

                                       ASSIGNOR:
WITNESSES:
                                       DEVON ENERGY PRODUCTION COMPANY, L.P.

Printed Name:

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


                                       ASSIGNEE:
WITNESSES:
                                       AMEN PROPERTIES, INC.

Printed Name:

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


                                Exhibit C, Page 5
<PAGE>



          [INSERT APPROPRIATE NOTARY BLOCKS PER EACH APPLICABLE STATE]


                                Exhibit C, Page 1


<PAGE>



                                    EXHIBIT D
                                    ---------

                          FORM OF NON-FOREIGN AFFIDAVIT
                          -----------------------------


                        CERTIFICATE OF NON-FOREIGN SELLER

Section 1445 of the Internal  Revenue Code  provides  that a transferee  of U.S.
real property must withhold tax if the transferor is a foreign person. To inform
the transferee  that  withholding  of tax is not required upon  disposition of a
U.S.  real  property  interest by Devon Energy  Production  Company,  L.P.,  the
undersigned  hereby certifies the following on behalf of Devon Energy Production
Company, L.P.:

         1. Devon Energy Production Company,  L.P. is not a foreign corporation,
         foreign  partnership,  foreign trust,  person,  non-resident  alien, or
         foreign estate (as those terms are defined in the Internal Revenue Code
         and Income Tax Regulation);

         2. Devon Energy Production Company, L.P.'s U.S. employer identification
         number is 73-1577174; and

         3. Devon Energy  Production  Company  L.P.'s office address is 20 North
         Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260.

Devon Energy Production Company, L.P. understands that this certification may be
disclosed  to the  Internal  Revenue  Service by  transferee  and that any false
statements contained herein could be punished by fine, imprisonment or both.

Under penalty of perjury,  I declare that I have examined this certification and
to the best of my knowledge and belief, it is true, correct and complete,  and I
further  declare that I have  authority to sign this document on behalf of Devon
Energy Production Company, L.P.



Devon Energy Production Company, L.P.


-------------------------------------      ------------------------------------
                                           Date



                                Exhibit D, Page 1


<PAGE>





                                    EXHIBIT E
                                    ---------

                       ROYALTY CONVEYANCE RECORDING CHART