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                                                                   EXHIBIT 10.15


                                  [TEPPCO LETTERHEAD]

Date of Contract September 20, 2000

                                      TEPPCO Contract Number:   COH-P00102117-M
                                                                ----------------
                                      TEPPCO Contact:            Ted Parrish
                                                                ----------------
                                      Customer Contract Number:
                                                                ----------------

               COHO OIL & GAS, INC.
Attn:          Gary Pittman
               14785 Preston Road, Suite 860
               Dallas, TX 75240
               Phone: (972) 774-8305
               FAX: NA

This agreement (the "Contract") is made between TEPPCO Crude Oil, L.P. ("TCO")
and Coho Oil & Gas, Inc. ("Coho") whereby Coho agrees to sell and deliver and
TCO agrees to purchase and receive crude oil and condensate under the terms and
conditions set forth herein.

                         COHOS SALE AND DELIVERY TO TCO

1. QUALITY:    1) Oklahoma Sour Crude Oil
               2) Oklahoma Sweet Crude Oil


2. QUANTITY:   1) Equal to the production from leases listed on Exhibit A
               2) Equal to the production from leases listed on Exhibit B

3. DELIVERY:   1) Into the designated carrier as shown on Exhibit A
               2) Into the designated carrier as shown on Exhibit B

4. PRICE:      1) The simple monthly average of the daily settlement price of
               the Nymex crude oil contract, during the month of delivery
               (trading days only) deemed 40 degrees and deemed delivered in
               equal daily quantities minus Platt's West Texas Sour,/West Texas
               Intermediate differential, less the amount shown on Exhibit A. 2)
               The simple monthly average of the daily settlement price of the
               Nymex crude oil contract, during the month of delivery (trading
               days only) deemed 40 degrees and deemed delivered in equal daily
               quantities less the amount shown on Exhibit B.

5. TERM:       Commencing October 1, 2000 through September 30, 2001, thereafter
               month to month until canceled by either party upon thirty (30)
               days advanced written notice

6. PAYMENT:    Shall be made on the 20th of the month following delivery via
               net out and/or wire transfer at a bank of seller's choice. If
               payment due date falls on a Sunday or Monday banking holiday,
               payment will be made effected on the following business day. If
               payment due date falls on a Saturday or a banking holiday other
               than a Monday, then payment will be effected on the preceding day

7. GENERAL     All other terms and conditions not specifically stated shall be
TERMS AND      governed by TEPPCO Crude Oil, LP's General Provisions attached
CONDITIONS:    hereto and made a part hereof

8. SPECIAL     This contract is based on an estimated volume of approximately
PROVISION:     3,000 barrels per day of production. If that volume increases by
               more than 10%, the excess above that percent will be priced based
               on the then current market price.

This Contract contains the complete agreement of both parties and cannot be
modified unless in writing. Photocopies and faxes of signed copies of the
Contract shall have the same force and effect as signed originals. Please
execute this Contract by return FAX (405) 232-1815 to TEPPCO Crude Oil, L.P.,
Attn: Contract Administrator within five (5) business days.



                       TEPPCO CRUDE OIL, L.P.
                       By TEPPCO Crude GP, LLC
                       its general partner
                       By: /s/ J. MICHAEL COCKRELL
                           -------------------------
                       J. Michael Cockrell, President


COHO OIL & GAS, INC.

By:    /s/ GARY L. PITTMAN
      ----------------------------

Title: CFO
      ----------------------------

Date:  12/22/00
      ----------------------------
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      ATTACHED TO AND MADE PART OF THAT CERTAIN CRUDE OIL PURCHASE CONTRACT
                            DATED SEPTEMBER 20, 2000
             BETWEEN TEPPCO CRUDE OIL, LP. AND COHO OIL & GAS, INC.


GENERAL TERM AND CONDITIONS

A.                MEASUREMENT AND TESTS:

                  All measurements hereunder shall be made from static tank
                  gauges on 100 percent tank table basis or by positive
                  displacement meters. All measurements and tests shall be made
                  in accordance with the latest ASTM or ASMEAPI (Petroleum PD
                  Meter Code) published methods then in effect, whichever apply.
                  Volume and gravity shall be adjusted to 60 degrees Fahrenheit
                  by the use of Table 6A and 5A of the Petroleum Measurement
                  Tables ASTM Designation D1250 In their latest revision. The
                  Product delivered hereunder shall be marketable and acceptable
                  in the applicable common or segregated stream of the Carriers
                  involved but not exceed 1% S&W. Full deduction for all free
                  water and S&W content shall be made according to the API/ASTM
                  Standard Method then in effect. Either Party shall have the
                  right to have a representative witness all gauges, tests, and
                  measurements. In the absence of the other Party's
                  representative, such gauges, tests and measurements shall be
                  deemed to be correct.

B.                WARRANTY:

                  The Seller represents and warrants that: (1) it has good title
                  to all Product sold and/or delivered hereunder, (2) the
                  Product is free from adverse claims of any kind whatsoever,
                  including but not limited to, royalties, liens, encumbrances
                  and all applicable foreign, federal, state and local taxes,
                  (3) the Product has been produced, handled and transported in
                  accordance with all applicable laws, orders and regulations of
                  all governmental authorities, and (4) the Product delivered
                  shall not be contaminated by chemicals foreign to virgin
                  Product including, but not limited to chlorinated and/or
                  oxygenated hydrocarbons and lead. Buyer shall have the right
                  without prejudice to any other remedy available to Buyer, to
                  reject and return to Seller any quantities of Product which
                  are found to be so contaminated, even after delivery to Buyer.
                  Seller shall furnish, at no cost to Buyer, evidence of title
                  satisfactory to Buyer. If Seller receives proceeds hereunder
                  on behalf of, on the account of or interests, overriding
                  royalty interests, production payments, other interests in
                  lands, leases, or production or governmental taxing
                  authorities), it shall promptly make full and proper
                  settlement to each such person or entity. Seller shall defend,
                  indemnify and hold Buyer and its affiliates, directors,
                  officers, employees, agents and harmless from and against any
                  and all claims, liabilities, demands, actions, causes of
                  action, costs, losses, damages, and expenses of every
                  character (including, without limitation, court costs,
                  reasonable attorneys' fees, and costs required to investigate,
                  handle, respond to or defend any such claims, demands, or
                  actions) arising from or in any way relating to adverse claims
                  regarding Seller's title to or ownership of the Product, the
                  proceeds thereof, taxes thereon and/or the lands or leases
                  from which the Product is produced. In the event of any
                  adverse claim to Seller's title to the Product sold and/or
                  delivered hereunder or the proceeds thereof, Buyer may
                  withhold that portion of the proceeds due hereunder reasonably
                  related to such claim, without interest or damages, until such
                  claim is finally determined. SUCH INDEMNIFICATION SHALL APPLY
                  NOTWITHSTANDING BUYER'S NEGLIGENCE OR OTHER ACTIONS AND
                  NOTWITHSTANDING SUCH ACT MAY OCCUR IN THE FUTURE, IT BEING THE
                  INTENT OF THE PARTIES HERETO THAT SUCH INDEMNIFICATION SHALL
                  APPLY TO ALL SUCH ACTS.

C.                RULES AND REGULATIONS:

                  The terms, provisions and activities undertaken pursuant to
                  this Contract shall be subject to all applicable laws, orders
                  and regulations of all governmental authorities. If at any
                  time a provision hereof violates any such applicable laws,
                  orders or regulations, such provision shall be voided and the
                  remainder of this Contract shall continue in full force and
                  effect unless terminated by either Party upon giving written
                  notice to the other Party hereto. If applicable, the Parties
                  shall comply with all provisions (as amended) of the Equal
                  Opportunity Clause prescribed in 41 C.F.R.60-1.4; the
                  Affirmative Action Clause for disabled veterans and veterans
                  of the Vietnam Era prescribed in 41 C.F.R. 60-250.4; the
                  Affirmative Action Clause for Handicapped Workers prescribed
                  in 41 C.F.R. 60-741.4; 48 C.F.R. Chapter 1 Subpart 19.7
                  regarding Small Business and Small Disadvantaged Business
                  Concerns; 48 C.F.R. Chapter 1 Subpart 20.3 regarding
                  Utilization of Labor Surplus Area Concerns; Executive Order
                  12138 and regulations thereunder regarding subcontracts to
                  women-owned business concerns; Affirmative Action Compliance
                  Program (41. C.F.R. 60-1.40; annually file SF-100 Employer
                  Information Report (41 C.F.R. 60-1.7): 41 C.F.R. 60-1.8
                  prohibiting segregated facilities: and the Fair Labor
                  Standards Act of 1938 as amended, all of which are
                  Incorporated in this Contract by reference.

D.                HAZARD COMMUNICATION:

                  Seller shall provide its Material Safety Data Sheet ("MSDS")
                  to Buyer. Buyer acknowledges the hazards and risks in handling
                  and using Product. Buyer shall read the MSDS and advise its
                  employees, its affiliates, and third parties, who may purchase
                  or come into contact with such Product, about the hazards of
                  Product, as well as the precautionary procedures for handling
                  Product, which are set forth in such MSDS and any
                  supplementary MSDS or written warning(s) which Seller may
                  provide to Buyer from time to time.


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E.                FORCE MAJEURE:

                  Except for payment due hereunder, either Party hereto shall be
                  relieved from liability for failure to perform hereunder for
                  the duration and to the extent such failure is occasioned by
                  war, riots, insurrections, fire, explosions, sabotage,
                  strikes, and other labor or industrial disturbances, acts of
                  God or the elements, governmental laws, regulations, or
                  requests, disruption or breakdown of production or
                  transportation facilities, delays of pipeline Carrier in
                  receiving and delivering Product tendered, or by any other
                  cause, whether similar or not, reasonably beyond the control
                  of such Party. Any such failures to perform shall be remedied
                  with all reasonable dispatch, but neither Party shall be
                  required to supply substitute quantities from other sources of
                  supply. Failure to perform due to events or Force Majeure
                  shall not extend the terms of this Contract. Notwithstanding
                  the above, and in the event that this Contract is an
                  associated purchase/sale, or exchange of Product, the Parties
                  shall have the rights and obligations described below in the
                  following circumstances: (1) If, because of Force Majeure, the
                  Party declaring Force Majeure (the "Declaring Party") is
                  unable to deliver part or all of the quantity of Product which
                  the Declaring Party is obligated to deliver under this
                  Contract, the other Party (the "Exchange Partner") shall have
                  the right but not the obligation to reduce its deliveries of
                  Product under the same agreement by an amount not to exceed
                  the number of Barrels of Product that the Declaring Party
                  fails to deliver, and (2) If, because of Force Majeure, the
                  Declaring Party is unable to take delivery of part or all of
                  the quantity of Product to be delivered by the Exchange
                  Partner under the agreement, the Exchange Partner shall have
                  the right but not the obligation to reduce its receipts of
                  Product under the agreement by an amount not to exceed the
                  number of Barrels of Product which the Declaring Party fails
                  to take delivery.

F.                PAYMENT:

                  Unless otherwise specified in this main body of this Contract:
                  (1) Buyer shall make payment against Seller's Invoice for the
                  Product purchased hereunder to a bank designated by Seller in
                  U.S. dollars by telegraphic transfer in immediately available
                  funds, (2) Payments will be due on or before the 20th day of
                  the month following the month of delivery, (3) Payments will
                  be made by wire transfer or other manner agreed upon in
                  writing, (4) If a payment due date is on a Saturday or New
                  York bank holiday other than Monday, payment shall be due on
                  the preceding New York banking day, and if a payment due date
                  is on a Sunday or a Monday New York bank holiday, payment
                  shall be due on the succeeding New York banking day, and (5)
                  All past due payments hereunder shall bear interest from the
                  date due until paid at a rate equal to the lesser of (i) a per
                  annum rate equal to the prime rate of interest charged by
                  Citibank, N.A. (or its successors) plus five percent (5%) or
                  (ii) the maximum nonusurious rate of interest permitted to be
                  charged under applicable law.

G.                FINANCIAL RESPONSIBILITY:

                  Notwithstanding anything to the contrary in this Contract,
                  should Seller reasonably believe it necessary to assure
                  payment, Seller may at any time require, by written notice to
                  Buyer, advance cash payment or satisfactory security in the
                  form of a Letter or Letters of Credit at Buyer's expense in a
                  form and from a bank acceptable to Seller to cover any of all
                  deliveries of Product. If Buyer does not provide the Letter of
                  Credit on or before the date specified in Seller's notice
                  under this Paragraph G, Seller or Buyer may terminate this
                  Contract forthwith. However, if a Letter of Credit is required
                  under the main body of this Contract and Buyer does not
                  provide same, then Seller only may terminate this Contract
                  forthwith. In no event shall Seller be obligated to schedule
                  or complete delivery of the Product until said Letter of
                  Credit is found acceptable to Seller. Each Party may offset
                  any payments or deliveries due to the other Party under this
                  or any other agreement between the Parties. If a Party (the
                  "Defaulting Party") should (1) become the subject of
                  bankruptcy or other insolvency proceedings, or proceedings for
                  the appointment of a receiver, trustee, or similar official,
                  (2) become generally unable to pay its debts as they become
                  due, or (3) make a general assignment for the benefit of
                  creditors, the other Party may withhold shipments without
                  notice.

H.                LIQUIDATION:

                  (1) Right to Liquidate. At any time after the occurrence of
                  one or more of the events described in the last sentence of
                  Paragraph G above, the other Party (the "Liquidating Party")
                  shall have the right, at its sole discretion, to liquidate
                  this Contract by terminating this Contract. Upon termination,
                  the Parties shall have no further rights or obligations with
                  respect to this Contract, except for the payment of the
                  amount(s) (the "Settlement Amount" or "Settlement Amounts")
                  determined as provided in Paragraph H(3).

                  (2) Multiple Deliveries. If this Contract provides for
                  multiple deliveries of one or more types of Product in the
                  same or different delivery months, or for the purchase or
                  exchange of Product by the Parties, all deliveries under this
                  Contract to the same Party at the same delivery location
                  during a particular delivery month shall be considered a
                  single commodity transaction ("Commodity Transaction") for the
                  purpose of determining the Settlement Amount(s). If the
                  Liquidating Party elects to liquidate this Contract, the
                  Liquidating Party must terminate all Commodity Transactions
                  under this Contract.

                  (3) Settlement Amount. With respect to each terminated
                  Commodity Transaction, the Settlement Amount shall be equal to
                  the contract quantity of Product, multiplied by the difference
                  between the contract price per Barrel specified in this
                  Contract (the "Contract Price") and the market price per
                  Barrel of Product on the date the Liquidating Party terminates
                  this Contract (the "Market Price"). If the Market Price
                  exceeds the Contract Price in a Commodity Transaction, the
                  selling Party shall pay the Settlement Amount to the buying
                  Party. If the Market Price is less than the Contract in a
                  Commodity Transaction, the buying Party shall pay the
                  Settlement Amount to the selling Party. If the Market Price is
                  equal to the Contract Price in a Commodity Transaction, no
                  Settlement Amount shall be due.


<PAGE>   4


                  (4) Termination Date. For the Purpose of determining the
                  Settlement Amount the date on which the Liquidating Party
                  terminates this Contract shall be deemed to be (a) the date on
                  which the Liquidating Party sends written notice of
                  termination to the Defaulting Party, if such notice of
                  termination is sent by telex or facsimile transaction; or (b)
                  the date on which the Defaulting Party receives written notice
                  of termination from the Liquidating Party, if such notice of
                  termination is given by United States mail or a private mail
                  delivery service.

                  (5) Market Price. Unless otherwise provided in this Contract,
                  the Market Price of Product sold or exchanged under this
                  Contract shall be the price for Product for the delivery month
                  specified in this Contract and at the delivery location that
                  corresponds to the delivery locations specified in this
                  Contract, as reported in Platt's Oilgram Price Report
                  ("Platt's") for the date on which the Liquidating Party
                  terminates this Contract. If Platt's reports a range of prices
                  for Product on that date, the Market Price shall be the
                  arithmetic average of the high and low prices reported by
                  Platt's. If Platt's does not report prices for the Product
                  being sold under this Contract, the Liquidating Party shall
                  determine the Market Price of such Product in a commercially
                  reasonable manner, unless otherwise provided in this Contract.

                  (6) Payment of Settlement Amount. Any Settlement Amount due
                  upon termination of this Contract shall be paid in immediately
                  available funds within two business days after the Liquidating
                  Party terminates this Contract. However, if this Contract
                  provides for more than one Commodity Transaction, or if
                  Settlement Amounts are due under other agreements terminated
                  by the Liquidating Party, the Settlement Amounts due to each
                  Party for such Commodity Transactions and/or agreements shall
                  be aggregated. The Party owing the net amount after such
                  aggregation shall pay such net amount to the other Party in
                  immediately available funds within two business days after the
                  date on which the Liquidating Party terminates this Contract.

                  (7) Miscellaneous. This Paragraph H shall not; limit the
                  rights and remedies available to the Liquidating Party by law
                  or under other provisions of this Contract. The Parties hereby
                  acknowledge that this Contract constitutes a forward contract
                  for purposes of Section 556 of the U.S. Bankruptcy Code.

I.                EQUAL DAILY DELIVERIES:

                  For pricing purposes only, unless otherwise specified in the
                  main body of this Contract, all Product delivered hereunder
                  during any calendar month shall be considered to have been
                  delivered in equal daily quantities during such calendar
                  month.

J.                EXCHANGE BALANCING:

                  If volumes are exchanges, each Party shall be responsible for
                  maintaining the exchange in balance on a month-to-month basis,
                  as near as pipeline or other transportation conditions will
                  permit. In all events upon termination of this Contract and
                  after all monetary obligations under this Contract have been
                  satisfied, any volume imbalance existing at the conclusion of
                  this Contract, limited to the total contract volume, will be
                  settled by the underdelivering Party making delivery of the
                  total volume imbalance in accordance with the delivery
                  provisions of this Contract applicable to the underdelivering
                  Party, unless mutually agreed to the contrary. The request to
                  schedule all volume imbalances must be confirmed in writing by
                  one Party or both Parties. Volume imbalances confirmed by the
                  20th of the calendar month shall be delivered during the
                  calendar month after the volume imbalance is confirmed. Volume
                  imbalances confirmed after the 20th of the calendar month
                  shall be delivered during the second calendar month after the
                  volume imbalance in confirmed.

K.                DELIVERY, TITLE, AND RISK OF LOSS:

                  For lease delivery locations, delivery of the Product to the
                  Buyer shall be effected as the Product passes the last
                  permanent delivery flange and/or meter connecting the Seller's
                  lease/unit storage tanks or processing facilities to the
                  Buyer's Carrier. For delivery locations other than lease/unit
                  delivery locations, delivery of the Product to the Buyer shall
                  be effected as the Product passes the last permanent delivery
                  flange and/or meter connecting the delivery facility
                  designated by the Seller to the Buyer's Carrier. If delivery
                  is by in-line transfer, delivery of the Product to the Buyer
                  shall be effected at the particular pipeline facility
                  designated in this Contract. Title to and risk of loss of the
                  Product shall pass form the Seller to the Buyer upon delivery.
                  Each Party shall defend, indemnify and hold the other Party
                  and its affiliates, directors, officers, employees, and agents
                  harmless from and against any and all claims, liabilities,
                  demands, actions, causes of action, costs, losses, damages,
                  and expenses of every character (including, without
                  limitation, court costs, reasonable attorney fees and costs
                  required to investigate, handle, respond to or defend any such
                  claims, demands, or actions) relating to the ownership,
                  control and/or handling of the Product while it has risk of
                  loss, except to the extent caused by the other Party's
                  negligence.

L.                AUDIT:

                  Each Party, on execution of the other's confidentiality
                  agreement, shall have the right to review the records of the
                  other during normal business hours to the extent necessary to
                  verify the accuracy of any statement, charge, computation, or
                  demand made pursuant to this Contract, and shall have the
                  right to obtain payment for, or shall pay, as applicable, any
                  verifiable inaccuracy found; provided, however, any statement
                  shall be final as to the Parties unless questioned within two
                  (2) years of the date of such statement. The sole and
                  exclusive remedy and measure of damages for any improper
                  payments under this Contract shall be the amount of
                  overpayment or underpayment, as the case may be, during the
                  two (2) year period immediately preceding the date on which a
                  statement delivered hereunder was questioned in writing.

M.                NECESSARY DOCUMENTS:

                  Upon request, each Party shall furnish all substantiating
                  documents incident to the transaction, including a Delivery
                  Ticket for each volume delivered and an Invoice for any
                  calendar month in which the sums are due.


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N.                DIVISION ORDERS:

                  If either Party signs a division order in favor of the other
                  party pertaining to the object of this Contract, the terms of
                  this Contract shall control in the event of any conflict. If
                  under such division order or other agreement: (1) Seller is
                  being disbursed 100% of the proceeds of production, it hereby
                  assumes liability and shall be responsible for payment of any
                  and all proceeds from the sale of production to all rightful
                  owners, including, without limitation, working interest,
                  royalty and overriding royalty interest owners and other
                  payments due or to become due on the production and, if such
                  disbursed proceeds are inclusive of taxes, all taxes
                  applicable to the production, purchase, sale, storage or
                  transportation of production, including, without limitation,
                  severance taxes, to the proper governmental authorities and
                  (2) Seller has requested Buyer to disburse the proceeds of
                  production, Buyer will disburse proceeds as the Seller
                  directs.

O.                TERMS:

                  Unless otherwise specified in the main body of this Contract,
                  delivery months begin at 7:00 a.m. on the first day of the
                  calendar month and end at 7:00 a.m. on the first day of the
                  following calendar month.

P.                GOVERNING LAW:

                  This Contract and the performance hereof shall be governed by
                  and construed and enforced in accordance with the laws of the
                  State of Oklahoma, without regard to any conflict of laws
                  provision thereof that would otherwise require the application
                  of the law of any other jurisdiction. THE PARTIES HEREBY WAIVE
                  ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY.

Q.                ATTORNEY'S FEES:

                  In the event litigation arising out of this Contract is
                  initiated by either Party, the prevailing Party, after the
                  entry of a final non-appealable order, shall be entitled to
                  recover from the other Party, as a part of said order, all
                  court costs, fees and expenses of such litigation, including,
                  without limitation, reasonable attorneys' fees.

R.                DAMAGE WAIVER:

                  Damage Waiver: Only actual damages shall be recoverable under
                  this Contract and the Parties hereby waive any right to
                  recover special, punitive, consequential, incidental or
                  exemplary damages except to the extent any such Party suffers
                  such damages to an unaffiliated third-party in connection with
                  a third-party claim for which a Party is entitled to
                  indemnification hereunder, in which event such damages shall
                  be recoverable.

S.                WAIVER:

                  No course of dealing and no delay on the part of either Party
                  in exercising any right, power or remedy shall operate as a
                  waiver thereof or otherwise prejudice such Party's rights,
                  powers or remedies. No term or condition of this Contract
                  shall be deemed to have been waived nor shall there be any
                  estoppel to enforce any provision of this Contract except by
                  written instrument of the Parties charged with such waiver or
                  estoppel. The waiver of any breach of any term, condition or
                  provision of this Contract shall not be construed as a waiver
                  of any prior, concurrent or subsequent breach of the same or
                  any other term, condition or provision hereof.

T.                ASSIGNMENT:

                  This Contract shall inure to the benefit of and be binding
                  upon the Parties and their respective successors and permitted
                  assigns, but neither this Contract nor any of the rights,
                  interests or obligations hereunder shall be assigned by either
                  Party (whether by operation of law, merger, consolidation or
                  otherwise) without the prior written consent of the other
                  Party, such consent not to be unreasonably withheld,
                  conditioned or delayed; provided, however, upon the giving of
                  written notice to the other Party, either Party may assign
                  this Contract to an affiliate of such Party without the
                  consent of the other Party. No assignment of this Contract
                  shall in any way operate to enlarge, alter, or change any
                  right or obligation of the other Party hereto and shall not be
                  effective or binding on the other Party until a copy of the
                  same has been delivered to the other Party. This Contract,
                  including any and all renewals, extensions, amendments and/or
                  supplements hereto, shall be binding upon any purchaser or
                  assignee of the Leases, or any part thereof or interest
                  therein. Any Party assigning its interest shall remain
                  responsible for any nonperformance hereunder. This contract
                  shall constitute a real property right and covenant running
                  with the leases.

U.                CAPTIONS:

                  The headings of the paragraphs, sections and other
                  subdivisions of this Contract are included for convenience
                  only and shall not constitute part of this Contract or affect
                  the construction or interpretation hereof or thereof.

V.                AMENDMENTS:

                  This Contract may not be effectively amended, changed,
                  modified, altered or terminated, except as provided herein,
                  without the written consent of the Parties and such consent
                  shall be effective only in the specific instance and for the
                  specific purpose for which it is given.

W.                NO THIRD PARTY BENEFICIARIES:

                  This Contract shall be only for the benefit of the parties
                  hereto and their respective legal representatives, successors
                  and permitted assigns, it being the intention of the parties
                  hereto that no third party shall be deemed a third party
                  beneficiary of this Contract.


<PAGE>   6


X.                ENTIRE AGREEMENT:

                  This Contract contains the entire agreement of the Parties.
                  This Contract may not be contradicted by evidence of prior,
                  contemporaneous or subsequent oral agreements of the Parties.
                  There are no oral agreements between the Parties.

Y.                SURVIVAL:

                  Any obligation owed by a Party to the other Party under this
                  Contract, including indemnification obligations, shall survive
                  termination of this Contract.

Z.                DEFINITIONS:

                  Unless the context requires otherwise, terms defined in the
                  text of this Contract shall have the meaning indicated and the
                  terms listed below have the following meanings:

                  "API" means the American Petroleum Institute.

                  "ASME" means the American Society of Mechanical Engineers.

                  "ASTM" means the American Society for Testing Materials.

                  "Barrel" means 42 U.S. gallons of 231 cubic inches per gallon
                  corrected to 60 degrees Fahrenheit.

                  "Carrier" means a pipeline, barge, truck or other suitable
                  transporter of Product.

                  "Product" means crude oil or condensate, as appropriate.

                  "Delivery Ticket" means a shipping/loading document or
                  documents stating the type and quality of Product delivered,
                  the volume delivered and method of measurement, the corrected
                  specific gravity, temperature, and S&W content.

                  "Invoice" means a statement setting forth at least the
                  following information: The date(s) of delivery under the
                  transaction: the location(s) of delivery; the volume(s);
                  price(s); the specific gravity and gravity adjustments to the
                  price(s) (where applicable); and the term(s) of payment.


                  "S&W" means sediment and water