Exhibit 10.1


                                                                  Execution Copy


                           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



<PAGE>

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


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


                                       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


Schedule 1(d)              Contracts
Schedule 1(e)              Excluded Properties
Schedule 10                Consents and Preferential Rights
Schedule 15(h)             Subject Assets Excluded from Revised Reserve Report
                           Adjustment


                                       ii
<PAGE>

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

Accounting Arbitrator...........................................Section 30(a)
Affiliate.......................................................Section 1(a)
Agreed Rate.....................................................Section 15(k)
Agreement.......................................................Recitals
Allocated Values................................................Section 5
Assumed Obligations.............................................Section 23(b)
BNY.............................................................Recitals
Business Day....................................................Section 1(b)
Buyer...........................................................Recital
Claim Notice....................................................Section 24(b)
Claim...........................................................Section 24(b)
Closing ........................................................Section 20
Closing Date....................................................Section 20
Closing Date WTI Price..........................................Section 15(j)
Code............................................................Section 1(c)
Commitment Letter...............................................Section 7(f)(ii)
Confidentiality Agreement.......................................Section 8
Contracts.......................................................Section 1(d)
current Tax period..............................................Section 27
Damages.........................................................Section 23(a)
Deceptive Trade Practices Act...................................Section 33
Defect Amount...................................................Section 9(f)
Defect Arbitrator...............................................Section 9(i)
Defect Claim Date...............................................Section 9(d)
Defect..........................................................Section 9(a)
Deposit.........................................................Section 4
Devon ..........................................................Section 1(e)
Effective Time..................................................Section 1(f)
Environmental Arbitrator........................................Section 9(i)
Environmental Defect............................................Section 9(c)
Environmental Interest..........................................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 24(a)
Indemnifying Person.............................................Section 24(a)
July Reserve Report ............................................Section 15(h)
Laws............................................................Section 1(j)
Leases..........................................................Section 1(k)
MMMF............................................................Section 33
Net Profits Royalties...........................................Section 1(l)
NORM............................................................Section 9(c)
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 15(h)
Sale Price......................................................Section 3
Seller..........................................................Recital


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<PAGE>

Seller Group....................................................Section 23(a)
Subject Assets..................................................Section 1(r)
Suspended Royalties ............................................Section 1(s)
Target Closing Date.............................................Section 20
Tax.............................................................Section 1(t)
Treasury Obligations............................................Section 1(u)
Title Arbitrator................................................Section 9(i)
Title Defect....................................................Section 9(b)
Trust ..........................................................Section 49
Trustee.........................................................Recitals
Units...........................................................Section 1(v)
Wasson Royalties................................................Section 1(w)
Wells...........................................................Section 1(x)


                                       iv
<PAGE>

                           PURCHASE AND SALE AGREEMENT

         This  PURCHASE  AND  SALE  AGREEMENT,  dated  as of  November  8,  2007
("Agreement"),  is between  The Bank of New York Trust  Company,  N.A.  ("BNY"),
solely in its capacity as Trustee of Santa Fe Energy  Trust (BNY,  solely in its
capacity as trustee of Santa Fe Energy Trust, being herein called the "Trustee";
and  the  Trustee,  in its  capacity  as the  seller  of the  Properties,  being
sometimes  called  herein  "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) "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.

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

         (d) "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".

         (e)  "Devon"  shall mean Devon  Energy  Production  Company,  L.P.,  an
Oklahoma limited partnership.

         (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 29;

                  (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
23 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) the Wasson Royalties;

                  (xi) the Treasury Obligations;

                  (xii) 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;

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

                  (xiv) any other assets, personal property,  contracts or other
tangible or intangible rights described on Schedule 1(g).

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


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<PAGE>

                  (vi) all  original  data,  software  and  records,  or  copies
thereof, retained by Seller pursuant to Section 29.

         (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,  net profits
interests, mineral fee interests, carried interests, and other rights to oil and
gas in place,  and mineral  servitudes,  that are  described on  Attachment 1 to
Exhibit A.

         (l) "Net Profits  Royalties"  means the interests in the Subject Assets
granted pursuant to those  instruments set forth in Part 1 of Exhibit A attached
hereto,  including,  but not limited to such interests constituting an undivided
variable  royalty  interest  in and to the  hydrocarbons  that may be  produced,
saved, and marketed from the Subject Assets equal to ninety percent (90%) of the
net proceeds  attributable  to the Properties,  all as further  described in the
instruments set forth in Attachment 1 of Exhibit A attached hereto.

         (m) [Intentionally Deleted]

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

                  (i)  Lessors'   royalties   and  any   overriding   royalties,
reversionary  interests and other burdens (other than the Net Profits Royalties)
to the extent that they do not, individually or in the aggregate, reduce the net
revenue interests with respect to the Subject Assets burdened by the Net Profits
Royalties  below that shown in Attachment 2 of Exhibit A or increase the working
interests  above that shown in Attachment 2 of 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  Subject  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  burdened by the Net Profits  Royalties  below
that shown in Attachment 2 of Exhibit A or increase the working  interests  with
respect to the Subject Assets  burdened by the Net Profits  Royalties above that
shown in Attachment 2 of 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,  but excluding,  however, any
preferential  rights to purchase or similar  rights that are  applicable  to the
sale of the Properties contemplated by this Agreement, including those set forth
on  Schedule  10, and for which the holder of such right has  validly  exercised
such right;

                  (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 Subject  Assets or  Properties,  or any of them; or (B) under any
instrument set forth in Attachment 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 Subject Assets
in any manner or to assess Tax with respect to the Properties or Subject 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 Net  Profits  Royalties
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 Net Profits Royalties, 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 Net  Profits  Royalties,  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.


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<PAGE>

         (r) "Subject Assets" means the Leases, Wells and Units.

         (s) "Suspended  Royalties"  means any amounts  attributable  to the Net
Profits Royalties payable out of production of oil or gas from the Leases, Units
and Wells 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.

         (t) "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.

         (u) "Treasury Obligations" means the United States Treasury obligations
held by BNY in its  capacity  as  depository  for the  benefit of the holders of
beneficial interest in the Trust.

         (v) "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.

         (w) "Wasson  Royalties"  means (i) the interest held by the Trust known
as the Wasson ODC Royalty;  and (ii) the interest held or previously held by the
Trust in the Wasson Willard Unit, each as described in the original  conveyances
of such interests to the Trustee.

         (x) "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  interests in the wells
shown on Attachment 3 of 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 fifty million and
four hundred and forty thousand dollars ($50,440,000.00) ("Sale Price"), subject
only to any applicable price adjustments as provided for in Section 15.

4.   Deposit.   Concurrently with the execution and delivery of  this  Agreement
Buyer has caused  the  delivery  to Seller,  via wire  transfer  of  immediately
available  funds,  of an earnest money deposit in the amount of fifteen  percent
(15%) of the Sale Price (such amount, together with all interest earned thereon,
the "Deposit").  Seller shall hold the Deposit in an interest bearing account in
accordance  with written  instructions  from Buyer and reasonably  acceptable to
Seller.  In the event that this Agreement is terminated  pursuant to Section 16,
the Deposit shall be  distributed in accordance  with Section 16,  otherwise the
Deposit shall be distributed in accordance with Section 20(h).


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<PAGE>

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 Allocated Value for any Net Profits Royalties  burdening a
Lease,  Well or Unit equals the portion of the Sale Price that is  allocated  to
such Net  Profits  Royalties  burdening  the  Lease,  Well or Unit on Exhibit B,
increased  or  decreased  as  provided  herein.  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 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 Seller 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 date hereof:

         (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) 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.


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<PAGE>

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

         (a) Qualification and Power. Buyer (i) is a duly organized  corporation
validly  existing and in good standing  under the Laws of the State of Delaware;
(ii) is, or as of the Closing  Date shall be, duly  qualified  as of the Closing
Date to carry on its business in the states in which the Properties are located,
and (iii) 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.

         (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.

                  (i) 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.

                  (ii)  Prior to the  execution  of this  Agreement,  Buyer  has
received and delivered to Seller true and complete copies of commitment  letters
from First Southern National Bank,  Universal  Guaranty Life Insurance  Company,
Jon Morgan and Eric Oliver that,  collectively commit to the provision of all of
the financing  required by Buyer to pay the unadjusted Sale Price, and any other
amounts  payable  under this  Agreement,  and all  agreements,  arrangements  or
undertakings  related  to that  commitment  letter to which  Buyer or any of its
Affiliates is a party  (whether  contained in a fee letter or otherwise) and all
schedules,  annexes, exhibits or other attachments to any thereof, excluding any
actual  fee  payment  amounts  (collectively,  the  "Commitment  Letters").  The
Commitment Letters are in full force and effect and neither Buyer nor any of its
Affiliates  has agreed to any  material  amendment or  modification  thereof and
neither  Buyer nor any of its  Affiliates  is in breach or  default  thereunder.
Buyer  and/or its  Affiliates  are in a position  to satisfy all  conditions  to
advances under the Commitment  Letters to the extent such  conditions are within
their control.  The aggregate proceeds of the financings to which the Commitment
Letters  relate are,  together  with  available  funds of the Buyer  (details in
respect of which have been delivered by Buyer to Seller),  sufficient to pay the
Sale Price.


                                       7
<PAGE>

         (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 Subject 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 Subject  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.

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 Subject Assets and the operations of Seller.  Buyer acknowledges that Seller
is not the  operator  of the  Subject  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.


                                       8
<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) Entitles the Seller to receive at any time  throughout the
duration of the  productive  life of any Net Profits  Royalty,  LESS THAN ninety
percent (90%) of the net proceeds  attributable to the "net revenue interest" or
"NRI"  share  shown in  Attachment  2 of  Exhibit  A of all oil,  gas and  other
minerals produced,  saved and marketed from such Lease, Unit or Well,  including
decreases in connection  with those  operations  in which those  Subject  Assets
burdened by the Net Profits  Royalties 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 Attachment
2 of Exhibit A;

                  (ii) Obligates the portion of the Subject  Assets  burdened by
the Net  Profits  Royalties  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 the  "working  interest" or "WI" shown in
Attachment 2 of Exhibit A without  increase  throughout the  productive  life of
such Unit or Well,  except as stated in  Attachment  2 of  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 the failure of the ownership and
operation of the Subject Assets to be in material compliance with all applicable
Environmental  Laws or any contamination of groundwater,  surface water, soil or
seabed on the Subject  Assets  resulting  from  hydrocarbon  activities  on such
Subject Assets required to be remediated under applicable  Environmental Laws on
or  before  the date of this  Agreement,  in each case  that are  chargeable  as
Production Costs (as such term is defined in the applicable instrument set forth
on  Attachment  1 of  Exhibit  A) to  the  Properties  in  accordance  with  the
instrument  set forth on  Attachment  1 of  Exhibit  A 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 Subject Assets in quantities
typical for  oilfield  operations  in the areas in which the Subject  Assets are
located  or usual  and  customary  obligations  to plug and  abandon  wells  and
dismantle  structures  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.


                                       9
<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 Net Profits  Royalties  burdening
such Lease, Unit or Well 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 for
the Net Profits  Royalties  burdening  such  Lease,  Unit or Well 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  Title  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  as  Production  Costs (as such  term is  defined  in the  applicable
instrument set forth on Attachment 1 of Exhibit A) to the Net Profits  Royalties
in accordance with the instruments set forth on Attachment 1 of Exhibit A;

                  (iii) if the Title 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 Attachment 2 of Exhibit A, then the Defect Amount shall be
the product of the Allocated Value of the Net Profits  Royalties  burdening 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 Attachment 2 of
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;


                                       10
<PAGE>

                  (iv)  if  the   Title   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 the Net Profits  Royalties  burdening such Lease, Unit or
Well so affected,  the portion of Seller's interest in the Net Profits Royalties
burdening 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 Net
Profits Royalties  burdening 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 an  Environmental  Defect,  the  Defect
Amount shall be the lesser of (A) the costs and expenses  necessary to remediate
the portion of the Subject  Assets  burdened by the Net Profits  Royalties,  but
only to the extent such costs and expenses are  chargeable as  Production  Costs
(as such term is defined in the applicable  instrument set forth on Attachment 1
of Exhibit A) to the Net Profits  Royalties in accordance  with the  instruments
set forth on  Attachment  1 of Exhibit A, 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  twenty
thousand dollars ($20,000.00),  (B) the aggregate Defect Amounts attributable to
the effects of all Title  Defects upon the Net Profits  Royalties  burdening any
given  Lease,  Unit or Well  shall not  exceed  the  Allocated  Value of the Net
Profits  Royalties  burdening 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 two  percent  (2%) of the  unadjusted  Sale  Price,  and then only to the
extent  that such  aggregate  Defect  Amounts  exceed  two  percent  (2%) 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  as  Production  Costs (as such  term is  defined  in the  applicable
instruments set forth on Attachment 1 of Exhibit A) to the Net Profits Royalties
in accordance with the instrument set forth on Attachment 1 of Exhibit A;

                  (viii) if a Title Defect is attributable to any asserted claim
or cause of action that has not been finally  adjudicated  or resolved  prior to
the Closing  Date,  the Defect  Amount with  respect to such Title  Defect shall
equal the amount,  if any, that may be reasonably  determined based on the final
adjudication  or  resolution  of  such  claim  or  cause  of  action,   as  such
adjudication or resolution may be reasonably determined based on the facts known
to the Parties hereto as of the Closing Date; and

                  (ix) 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) Notwithstanding  anything herein to the contrary, in the event that
the aggregate of all Defect Amounts  attributable to Environmental  Defects that
Buyer has validly  asserted in  accordance  with this  Section 9 exceeds  twenty
percent (20%) of the unadjusted  Sale Price,  then Seller may elect, in its sole
discretion,  to terminate this Agreement by delivering  written notice to Seller
prior to the Closing.

         (j) 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 15, 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  or  attorneys  reasonably
satisfactory to Buyer and to Seller having at least ten (10) years of experience
in oil and gas title review and  examination  in the state where the  Properties
subject to the disputed Title Defects are located ("Title  Arbitrator").  During
the 15-day period  following the Closing  Date,  Defect  Amounts in dispute with
respect to Environmental Defects shall be submitted to E.Vironment or such other
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 9. 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.


                                       11
<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  Property for purposes of  preferential  purchase
right notices shall be the Allocated  Value for such Property.  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 Net  Profits  Royalties  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 a Net Profits  Royalty  and the third  Person
consent to the  transfer of the Net Profits  Royalty 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 15
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 15 is subsequently  satisfied
prior to the date of the final  adjustment  to the  unadjusted  Sale Price under
Section 30, Seller shall be reimbursed in that final  adjustment  for the amount
of any  previous  deduction  from the  unadjusted  Sale  Price,  the Net Profits
Royalty, 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.


                                       12
<PAGE>

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

         (d)  Should a third  Person  fail to  validly  exercise  or  waive  its
preferential  right to  purchase as to any  portion of the  Properties  prior to
Closing and the time for  exercise or waiver has  expired,  then  subject to the
remaining  provisions of this Section 10, such  Properties  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.

         (e) Should a third  Person fail to  exercise or waive its  preferential
right to purchase as to any portion of the  Properties  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 Properties 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  Properties,  (ii)  the  affected
Properties shall be deemed to be deleted from Exhibit A for all purposes,  (iii)
Buyer shall promptly  convey the affected  Properties 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  Subject  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  Subject  Assets.  Buyer's  right  of  access,  if  any,  to the
Properties  and Subject  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 Subject Assets or
the surface rights burdened thereby.  Buyer  acknowledges that Seller is not the
operator  or owner of the  Subject  Assets and Seller has no right or ability to
grant  Seller  access to the  Properties  or the Subject  Assets and that Seller
makes no  representations  or warranties  as to access to the  Properties or the
Subject 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.


                                       13
<PAGE>

12.  Period  Pending  Closing.  Except as may be  required  by the terms of this
Agreement or as may be approved by Buyer in writing,  from the date hereof until
the Closing  Date Seller  shall not  transfer,  sell,  hypothecate,  encumber or
otherwise  dispose  of any of the  Properties.  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. [Intentionally Deleted]

14. 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;

         (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  16(a)),  then such
breach  shall  be  considered  not to have  occurred  for all  purposes  of this
Agreement.

15.  Sale Price  Adjustments.  The  unadjusted  Sale Price  shall be adjusted as
follows,  but only with respect to matters (i) in the case of Section 15(a), for
which notice is given on or before the Defect  Claim Date,  and (ii) in the case
of Sections  15(b),  (c), (d),  (e), (f), (g), (h) (i) and (j)  identified on or
before the February 1, 2008:

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

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

         (c)  Increased by the  aggregate  amount  (using a settlement  price of
three dollars ($3.00) per thousand cubic feet (Mcf)) that the Subject Assets are
underproduced,  if at all, as to the Net Profits  Royalties  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;

         (d)  Decreased by the  aggregate  amount  (using a settlement  price of
three dollars ($3.00) per thousand cubic feet (Mcf)) that the Subject Assets are
overproduced,  if at all,  as to the Net Profits  Royalties  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;


                                       14
<PAGE>

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

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

         (g) Decreased by an amount equal to the portion of the Allocated  Value
of any  Properties  transferred  or sold by Seller during the period on or after
July 1,  2007  but  prior  to the  Closing  Date;  provided,  however,  that any
decreases  made under this Section  15(g) shall be shall be  determined  without
duplication of any costs or losses included in another adjustment,  or for which
Buyer  otherwise  receives credit in the calculation of the Sale Price and shall
exclude any transfer or sale of any  Properties  to Buyer or its  Affiliates  at
Closing as contemplated hereunder;

         (h) Increased by a positive amount, if any, equal to (i) ninety percent
(90%)  of  the  total  proved  discounted  future  net  income  aggregate  value
(discounted  at ten percent  (10%)) of all of the Subject  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) $28,241,400 (such amount representing ninety percent
(90%)  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) ninety percent (90%) of the total proved discounted
future net income  aggregate  value,  discounted at ten percent (10%),  of those
Subject Assets set forth on Schedule 15(h) attached hereto (as such value is set
forth in the Revised Reserve Report);

         (i) In the event  that the  forward  price of West  Texas  Intermediate
Crude Oil for December 2008 as posted by the New York Mercantile  Exchange as of
the close of trading on the Business Day immediately  preceding the Closing Date
("Closing  Date WTI Price") is less then  seventy  four dollars and eighty cents
($74.80),  then  decreased  by an amount  equal to the  product  of (i) the Sale
Price, as adjusted under clauses (a) through (h) of this Section 15,  multiplied
by (ii) five tenths  ((0.50),  multiplied  by (iii) the  remainder of (A) ninety
five one hundredths  (0.95),  minus (B) the quotient of (1) the Closing Date WTI
Price,  divided by (2) seventy  eight  dollars and seventy  four cents  (78.74);
provided,  however,  the  adjustment to the Sale Price  provided in this Section
15(i) shall in no event exceed ten percent (10%) of the Sale Price,  as adjusted
under clauses (a) through (h) of this Section 15;

         (j) In the event that the  Closing  Date WTI Price  exceeds  eighty two
dollars and sixty eight cents ($82.68), then increased by an amount equal to the
product of (i) the Sale Price, as adjusted under clauses (a) through (h) of this
Section 15,  multiplied  by (ii) twenty five  hundredths  (0.25),  multiplied by
(iii) the  remainder  of (A) the  quotient  of (1) the  Closing  Date WTI Price,
divided by (2) seventy eight dollars and seventy four cents  (78.74),  minus (B)
one hundred and five one hundredths (1.05);

         (k) Decreased by an amount equal to the Deposit; and

         (l) In the event that  closing does not occur on or prior to the Target
Closing Date due to the sole fault of Buyer, increased by an amount equal to (1)
the Agreed Rate  multiplied  by (2)(A) the  unadjusted  Sale Price,  as adjusted
under clauses (a) through (j) above,  multiplied by (B)(y) the number of days in
the period from the Target  Closing Date through and  including the Closing Date
divided by (z) 365. As used herein, the term "Agreed Rate" shall mean the lesser
of (i) the one month London  Inter-Bank  Offered  Rate, as published on Telerate
Page  3750 on the last  Business  Day  prior to the  Effective  Time,  plus five
percentage  points  (LIBOR +5%) and (ii) the maximum rate allowed by  applicable
Law.

The adjustments set forth in this Section 15 shall be determined in the order of
priority set forth in this Section 15, with the intent of the Parties being that
the  adjustment set forth in Section 15(a) shall be made prior to the adjustment
set forth in Section 15(b) and the  adjustment  set forth in Section 15(b) shall
be made prior to the  adjustment  set forth in Section  15(c),  and so on and so
forth.  The amount of each  adjustment to the unadjusted Sale Price described in
Sections  15(e),  and 15(g) shall be determined  in  accordance  with the United
States generally accepted accounting principles.


                                       15
<PAGE>

16.      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 17 has not been  satisfied  or waived by Buyer by December  31,
2007, or

                  (iii) by Seller if,  Seller has  timely  delivered  to Buyer a
valid notice of termination in accordance with Section 9(i); or

                  (iv) by Seller if,  through no fault of Seller,  any condition
set forth in Section 18 has not been  satisfied  or waived by Seller by December
31, 2007; or

                  (v) by Seller, no later than November 23, 2007 if Seller deems
it reasonably  necessary,  in its sole  discretion,  to do so in order to comply
with its fiduciary duties; or

                  (vi) by Seller  or Buyer if the  aggregate  adjustment  to the
Sale Price provided in Section 15(h) exceeds four million dollars  ($4,000,000),
by  delivery,  within two (2)  Business  Days after the  delivery of the reserve
report  described in Section  15(h)(i),  to the other Party a written  notice of
termination.

         (b) Effect of Termination.

                  (i) If  this  Agreement  is  terminated  pursuant  to  Section
16(a)(i),  as each Party's  exclusive  remedy,  Seller shall promptly (but in no
event  later than three (3)  Business  Days after such  termination)  return the
Deposit to Buyer via wire transfer of immediately available funds.

                  (ii) If this  Agreement  is  terminated  pursuant  to  Section
16(a)(ii),  as each Party's exclusive  remedy,  Seller shall promptly (but in no
event  later than three (3)  Business  Days after such  termination)  return the
Deposit to Buyer via wire transfer of immediately available funds.


                  (iii) If this  Agreement  is  terminated  pursuant  to Section
16(a)(iii),  as each Party's exclusive remedy,  Seller shall promptly (but in no
event  later than three (3)  Business  Days  after such  termination  return the
Deposit to Buyer via wire transfer of immediately available funds.

                  (iv) If this  Agreement  is  terminated  pursuant  to  Section
16(a)(iv)  above,  then  Seller  shall be  entitled  to retain  the  Deposit  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;  provided,  however,  if this  Agreement is terminated  pursuant to
Section  16(a)(iv) solely due to the failure to receive the opinion described in
Section 18(d),  then, as each Party's  exclusive  remedy,  Seller shall promptly
(but in no event  later than  three (3)  Business  Days after such  termination)
return the Deposit to Buyer via wire transfer of  immediately  available  funds.
The Parties hereby  acknowledge that the extent of damages to Seller  occasioned
by any breach or default or failure to proceed by Buyer would be  impossible  or
extremely  impractical to ascertain and that the amount of the Deposit is a fair
and reasonable estimate of such damage.


                                       16
<PAGE>

                  (v) If  this  Agreement  is  terminated  pursuant  to  Section
16(a)(v),  as each Party's  exclusive  remedy,  Seller shall promptly (but in no
event  later than three (3)  Business  Days after such  termination)  return the
Deposit to Buyer via wire transfer of immediately available funds.

                  (vi) If this  Agreement  is  terminated  pursuant  to  Section
16(a)(vi),  as each Party's exclusive  remedy,  Seller shall promptly (but in no
event  later than three (3)  Business  Days after such  termination)  return the
Deposit to Buyer via wire transfer of immediately available funds.

         (c) If this  Agreement is terminated  pursuant to this Section 16, this
Agreement  shall become void and of no further  force or effect  (except for the
provisions of Section 1, 4, 8, 11, 16, 31, 33, 34, 37, 41, 44, 45, 46 48, and 49
and for the Confidentiality Agreement, 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 16 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 16 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.

17.  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 14 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

         (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.

18.  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;


                                       17
<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; and

         (d) Seller shall have received an opinion satisfactory to Seller from a
nationally  recognized  investment  banking firm regarding the fairness,  from a
financial point of view, of the transactions contemplated hereby to the Trust.

19.  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.

20.  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  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 17 and 18 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
16. 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 a Deed,  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;

         (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 Net Profits Royalties burdening any federal, state or tribal lands
burdened by the Subject Assets, 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;


                                       18
<PAGE>

         (g) Buyer shall  deliver to Seller a  certificate  duly  executed by an
authorized corporate officer of Buyer, dated as of the Closing Date,  certifying
on behalf of Buyer that the conditions set forth in Section 18(a) have been have
been fulfilled;

         (h) Seller  shall be entitled to retain the Deposit for its own account
and the amount of the Deposit  shall be applied to the payment of the Sale Price
in accordance with Section 15(k); and

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

21.  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.

22.  Payments.  All payments  made or to be made under this  Agreement to Seller
shall  be made by  electronic  transfer  of  immediately  available  funds to an
account of Seller  that shall be  designated  by Seller in writing  prior to the
Closing Date, for the credit of Seller, or to such other bank and account as may
be  specified by Seller in writing on or before the Closing  Date.  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.

23.  Assumption of Liabilities and Indemnities.

         (a)  Damages.  As used in this  Section  23,  "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 23 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 two percent (2%) 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  23 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.

         (b) Assumed  Obligations.  Without limiting Buyer's rights to indemnity
under this Section 23, 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 abandon 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 15; (iii)
Tax  obligations  retained  by Seller  pursuant to Section 27 or 28; or (iv) the
responsibility of Seller under Section 23(d).


                                       19
<PAGE>

         (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 23(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,

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 14  (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 23) 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 23 (and,  where  applicable  with respect to Section 16). Except
for the  remedies  contained  in this  Section 23 and  Section 16, 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 14, 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 14 shall be the indemnity
of Seller in Section 23(d),  as limited by the terms of this Section 23, and, if
applicable, as set forth in Section 16.


                                       20
<PAGE>

         (f) The indemnity to which each Party is entitled under this Section 23
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 23 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 23 except as may be exercised on its behalf by Buyer or Seller,  as
applicable,  pursuant to this Section 23(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 23 shall not apply in respect of title matters,  which
are  exclusively  covered by Section 9, or Tax  matters,  which are  exclusively
covered by Sections 27 and 28.

         (h) The Parties shall treat,  for Tax purposes,  any amounts paid under
this Section 23 as an adjustment to the applicable Sale Price.

24.  Indemnification  Actions.  All claims for indemnification  under Section 23
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 23,
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 23  (including,  for the  avoidance of doubt,
those Persons identified in Section 23(f)).

         (b)  To  make  a  claim  for  indemnification   under  Section  23,  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 24
shall not relieve the  Indemnifying  Person of its obligations  under Section 23
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.


                                       21
<PAGE>

         (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 24. 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 24. 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.

25.  Limitation on Actions.

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


                                       22
<PAGE>

         (c)  The  indemnities  in  Section  23(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 23(c) shall continue without time limit.

         (d) Seller shall not have any liability for any  indemnification  under
Section  23 until and  unless  the  aggregate  amount of the  liability  for all
Damages for which Claim  Notices are delivered by Buyer exceeds two percent (2%)
of the  unadjusted  Sale  Price,  and then only to the extent the amount of such
Damages exceeds two percent (2%) 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 23
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 23 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).

26. 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 fifty thousand  dollars  ($50,000.00),  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.

27. 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.

28. 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.


                                       23
<PAGE>

29. 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 27, or (B) any
claim  for  indemnification  made  under  Sections  23 or 28 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 29(iii).

30. Post-Closing Adjustments; Revenues.

         (a) As soon as reasonably  practicable  after the Closing but not later
than  the  later of (i) the  February  1,  2007  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 15, 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 15 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 30 or (y)  Seller  shall pay to Buyer the
amount by which the final  adjusted  Sale Price as  determined  pursuant to this
Section  30  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 30 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  30 by  furnishing  invoices,
receipts,  reasonable  access to personnel  and such other  assistance as may be
requested by Seller to facilitate such process post-Closing.


                                       24
<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.

31. 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:             The Bank of New York Trust Company,
                                            N.A., as trustee of Santa Fe
                                            Energy Trust
                                            919 Congress, Suite 500
                                            Austin, Texas 78701
                                            Attention:  Mike Ulrich
                                            Telecopy:   512-236-9275

                  With a copy to:           The Bank of New York Trust Company,
                                            N.A., as trustee of Santa Fe
                                            Energy Trust
                                            One Wall Street, 11th Floor
                                            New York, New York 10286
                                            Attention:  Robert E. Bailey
                                            Telecopy:   212-635-6590

                 and with a copy to:        Bracewell & Giuliani LLP
                                            111 Congress Avenue
                                            Suite 2300
                                            Austin, Texas 78701-4061
                                            Attention:  Thomas W. Adkins
                                            Telecopy:   512.479.3940

                  If to Buyer:              Amen Properties, Inc.
                                            303 W. Wall Street, Suite 2300
                                            Midland, Texas 79701
                                            Attention:  Jon Morgan
                                            Telephone:  (432) 684-8200
                                            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.


                                       25
<PAGE>

32.  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.

33. 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 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 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.


                                       26
<PAGE>

34.  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.

35. 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.

36. 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.

37. Press  Release.  Until the Closing,  except as approved by the Parties 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


                                       27
<PAGE>

37. The Parties will  endeavor to consult  each other in a timely  manner on all
press releases  required by applicable Law. Seller has advised Buyer that Seller
will be required under applicable Law to make certain disclosures regarding this
Agreement and the transactions contemplated hereby.


38. Entire Agreement.  This Agreement and the Confidentiality  Agreement and the
agreements  and  instruments  contemplated  hereby and thereby  state the entire
agreement  between the Parties  regarding the subject  matter hereof and thereof
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,  except that the  Confidentiality
Agreement  shall survive the execution and of this Agreement and shall terminate
at Closing. The headings are for guidance only and shall have no significance in
the interpretations of this Agreement.

39.  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).

40. 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.  Notwithstanding anything to
the contrary in this Section 40, Buyer may, prior to Closing,  assign its rights
hereunder to a wholly-owned  Affiliate of Buyer by delivering to Seller prior to
Closing an  assignment  agreement in form and substance  mutually  acceptable to
Seller;  provided,  however,  such assignment shall not release, and Buyer shall
remain liable for, all obligations to be performed by Buyer under this Agreement
and the instruments delivered by Buyer or its Affiliates  hereunder.  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.

41. 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.

42.  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  15 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.

43.  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.

44. 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.


                                       28
<PAGE>

45. 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.

46. 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.

47. 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.

48. 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 23.

49. Capacity as Trustee.  Seller is  executing  and  delivering  this  Agreement
solely in its  capacity as Trustee of Santa Fe Energy Trust (the  "Trust"),  and
the Parties  intend that the rights of Buyer shall be strictly  limited to those
expressly  set forth in this  Agreement,  and that any and all  liabilities  and
obligations of Seller arising  hereunder or in connection with the  transactions
contemplated  hereby  shall be  satisfied,  if at all,  only by  recourse to the
assets of the Trust, and that in no circumstance  whatsoever shall BNY be liable
or  responsible  for  any  liability  or  obligation  arising  hereunder  or  in
connection with the transactions contemplated hereby.

50. 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 23
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]


                                       29
<PAGE>

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

                                     SELLER:


                                     THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                     solely in its capacity as Trustee of
                                     Santa Fe Energy Trust



                                     By:
                                         ---------------------------------------
                                     Name:  Mike Ulrich
                                     Title:  Vice President


                                     BUYER:


                                     AMEN PROPERTIES, INC.



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


                 Signature Page to Purchase and Sale Agreement

<PAGE>

                                    EXHIBIT A
                                    ---------

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

Attachment 1:  Net Profits Royalties Conveyances

Attachment 2:  Leases

Attachment 3:  Wells


                                Exhibit A, Page 1
<PAGE>

                                    EXHIBIT B
                                    ---------

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

SEE ATTACHED


                                Exhibit B, Page 1

<PAGE>

                                    EXHIBIT C
                                    ---------

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


                     ASSIGNMENT, BILL OF SALE AND CONVEYANCE
                     ---------------------------------------
         The Bank of New York Trust  Company,  N.A.,  solely in its  capacity as
Trustee of Santa Fe Energy Trust  ("Assignor"),  whose  address is 919 Congress,
Suite 500,  Austin,  Texas  78701 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  instruments  set forth in Attachment 1 of
         Exhibit A attached hereto, including, but not limited to such interests
         constituting  an  undivided  variable  royalty  interest  in and to the
         hydrocarbons that may be produced, saved, and marketed from the Subject
         Assets equal to ninety  percent (90%) of the net proceeds  attributable
         to the  Properties,  all as further  described in the  instruments  set
         forth in  Attachment  1 of  Exhibit A  attached  hereto  ("Net  Profits
         Royalties");

B.       any and all  interests in the oil and gas leases,  oil, gas and mineral
         leases and  subleases,  royalties,  overriding  royalties,  net profits
         interests,  mineral fee interests,  carried interests, and other rights
         to oil and gas in place, and mineral servitudes,  that are described on
         Attachment 2 of Exhibit A ("Leases");

C.       any and all interests in 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, 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  ("Units",  and together with
         the Leases and the Wells,  the "Subject  Assets"),  and all  tenements,
         hereditaments and appurtenances belonging to the Leases and Units.

E.       any and all any amounts  payable to Assignor that are  attributable  to
         the Net Profits  Royalties 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 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
         ("Contracts"); and

G.       all data and records of Assignor,  to the extent relating solely to the
         Net Profits Royalties, the Suspended Royalties or the Contracts.


                                Exhibit C, Page 1

<PAGE>

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 tem if defined in the Purchase Agreement.

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.


                                Exhibit C, Page 2
<PAGE>

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.

                  [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:
                                             THE BANK OF NEW YORK TRUST COMPANY,
                                             N.A., solely in its capacity as
                                             Trustee of Santa Fe Energy Trust

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 6
<PAGE>



                                    EXHIBIT A

                                   PROPERTIES

Attachment 1:  Net Profits Royalties Conveyances

Attachment 2:  Leases

Attachment 3:  Wells


                                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
a U.S. real property  interest must withhold tax if the  transferor is a foreign
person.  For U.S. tax purposes  (including  section 1445 of the Internal Revenue
Code),  the owner of a disregarded  entity (which has legal title to a U.S. real
property  interest  under local law) will be the  transferor of the property and
not the disregarded  entity. To inform the transferee,  Amen Properties,  LLC, a
Delaware  corporation,  ("Buyer"),  that withholding of tax is not required upon
the  disposition of a U.S. real property  interest by The Bank of New York Trust
Company, N.A. ("BNY") solely in its capacity of trustee of Santa Fe Energy Trust
(the Trust") (BNY, in its capacity as trustee of the Trust,  being herein called
"Trustee";  and the Trustee,  in its  capacity as the seller of the  properties,
being called herein "Seller"), the undersigned hereby certifies the following on
behalf of the Trust and the Seller:

1. [Seller is a national association;

2. Trust is a trust;

3. Neither Seller nor the Trust is a foreign  corporation,  foreign partnership,
foreign  trust,  or foreign  estate (as those terms are defined in the  Internal
Revenue Code and Income Tax Regulations);

4. Neither  Seller nor the Trust is a disregarded  entity as defined in Treasury
Regulations Section 1.1445-2(b)(b)(2)(iii);

5. Seller's U.S. employer identification number is __________________;

6. Trust's U.S. employer identification number is __________________;

7. Seller's office address is: 303 _______________________________;

8. Trust's office address is: _______________________________.]

         Seller  understands  that this  certification  may be  disclosed to the
Internal Revenue Service by Buyer and that any false statement  contained herein
could be punished by fine, imprisonment, or both.

         Under  penalties  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 Seller.
                                      SELLER:

                                     THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                     solely in its capacity as Trustee of
                                     Santa Fe Energy Trust



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


                                Exhibit D, Page 1
<PAGE>

                                  SCHEDULE 1(d)

                                    CONTRACTS

SEE ATTACHED


                                  Schedule 1(d)
<PAGE>

                                  SCHEDULE 1(e)

                               EXCLUDED PROPERTIES

NONE


                              Schedule 1(e), Page 1
<PAGE>

                                   SCHEDULE 10

                        CONSENTS AND PREFERENTIAL RIGHTS

1. Any preferential rights to purchase all or any portion of the Properties held
by any Person under the terms of that certain Trust Agreement of Santa Fe Energy
Trust dated  November 19, 1992 between  Devon (as successor in interest to Santa
Fe Energy Resources, Inc. and the Seller (as successor trustee to Texas Commerce
Bank National  Association),  as such  agreement has been amended,  modified for
supplemented from time to time.


                               Schedule 10, Page 1
<PAGE>

                                 SCHEDULE 15(h)

         SUBJECT ASSETS EXCLUDED FROM REVISED RESERVE REPORT ADJUSTMENT


SEE ATTACHED


                             Schedule 15(i), Page 1