Exhibit 10.3


FIRST AMENDMENT OF PURCHASE AND SALE AGREEMENT


WHEREAS,
on November 16, 2006, Smith Production Inc. (“Smith”), a Texas corporation, as
seller, and Edge Petroleum Exploration Company (“Edge”), a Delaware
corporation, as purchaser, entered into that certain Purchase and Sale
Agreement (the “Agreement”)  covering
certain oil and gas properties (the “Properties”) described therein dated
effective as of January 1, 2007 (the “Effective Date”).  The Agreement is attached hereto.


WHEREAS, the Agreement was prepared to reflect only the working
interests and the net revenue interests owned by Smith in the Properties;


WHEREAS, subsequent to
the execution of the Agreement,
other owners of interests in the Properties elected to sell their respective
interests to Smith and  Smith elected to
sell those respective interests to Edge pursuant to the Agreement;


WHEREAS, Smith and Edge desire to amend the Agreement to include the working interests and the net revenue interests
owned by such other sellers by executing this First Amendment of Purchase and Sale Agreement (the “Amendment”).


NOW THEREFORE, for
valuable consideration received, Smith and Edge
hereby amend the Agreement as
follows:


1.
In Section 2.1, the Purchase Price is increased from $295,880,000.00 to
$360,894,000.00.


2. In Exhibit 1.2(b)
Wells, the working
interests and the net revenue interests are replaced with new interests which
are equal to the sum of (i) the working
interests and the net revenue interests that are set forth in Exhibit 2.3 under
the heading “SPI” added to (ii) the working
interests and the net revenue interests set forth in Exhibit 2.3 under the
heading “ET ALS.”


3. In Exhibit 2.3
Allocated Values, the allocated values are replaced with new allocated values which are equal to the
sum of (i) the allocated values under the heading “SPI” added to (ii) the
allocated values set forth under the heading “ET ALS.” for a total allocated
value equal to $360,894,000.


4. In Sections
9.1(a) and 12.2, the address of Seller is changed from 14425 Torrey Chase, Suite 190 Houston, Texas
77014 to 8708 Technology Forest
Place, Suite 150, The Woodlands, TX 
77381.


To the extent that any other provisions in the Agreement require amendment in order to make
the context of such provisions correct as the result of the foregoing
amendments, all such provisions in the Agreement that require amendment are deemed to be amended.


As
amended herein, the Agreement is hereby adopted, ratified and confirmed as
being in full force and effect.









 



This Amendment
shall be binding on each party that executes same, regardless of whether the
Amendment is executed by all of the parties who are named below. The provisions
of this Amendment shall be binding upon and inure to the benefit of each
signatory party and their respective successors and assigns.


This Amendment may
be executed in one or more counterparts, each of which shall have the same
force and effect as an original, and each counterpart shall be binding upon the
parties executing the same.


IN WITNESS WHEREOF, this
Amendment is executed as of the dates shown below to be effective as of the
Effective Date.


Smith Production Inc.


	
  By:

  	
     /s/
  GLENN R. SMITH

  	
   

  
	
  Glenn R. Smith,
  President

  	
   

  
	
  Date: December
  15, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Edge Petroleum
  Exploration Company

  	
   

  
	
   

  	
   

  
	
  By:

  	
     /s/
  JOHN W. ELIAS

  	
   

  
	
  John W. Elias

  	
   

  
	
  Chairman,
  President and CEO

  	
   

  
	
  Date: December
  15, 2006

  	
   

  



 



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