<PAGE>

                                December 31, 1997



Swift Energy Pension Partners 1995-B, Ltd.
16825 Northchase Drive, Suite 400
Houston, Texas 77060



         Swift Energy Operating Partners 1995-B, Ltd. ("Operating  Partnership")
purchased a 70.0%  interest of the interests  purchased by Swift Energy  Company
("Swift")  under the terms and  provisions  of that  certain  Purchase  and Sale
Agreement  dated  December 22, 1997,  between OXY USA,  Inc.  ("OXY") and Swift.
Attached hereto and made a part hereof as Exhibit "A" is a copy of said Purchase
and Sale Agreement for identification of the interests conveyed by OXY to Swift.

         In  accordance  with the  provisions  of Article IV of that certain Net
Profits  Agreement  dated  December 14, 1995,  ("Net Profits  Agreement") by and
between  Operating  Partnership and Swift Energy Pension Partners 1995-B,  Ltd.,
("Pension   Partnership"),   Operating  Partnership  hereby  offers  to  Pension
Partnership  effective as of 7:00 a.m.,  September 1, 1997 (Pension  Partnership
acquisition  effective  date), a net profits  interest in and to the net profits
depth  underlying  the net  profits  surface  acreage  equal to  53.4183% of the
interest purchased by Operating  Partnership.  The net profits interest shall be
calculated  and paid in the manner  set forth in  Article IV of the Net  Profits
Agreement.

         Operating  Partnership,  in addition to the net profits interest herein
offered,  and in accordance  with the provisions of Article V of the Net Profits
Agreement,  hereby  offers  to  Pension  Partnership,  effective  as of  Pension
Partnership acquisition effective date, an overriding royalty interest in and to
the overriding  royalty depth underlying the overriding  royalty surface acreage
in and to the  interest  purchased  by  Operating  Partnership,  which  shall be
calculated  and paid in the  manner  set forth in  Article V of the Net  Profits
Agreement.

         Conveyance  to Pension  Partnership  of the herein  offered net profits
interest  and  overriding  royalty  interest  shall  be in  accordance  with the
provisions of Article VI of the Net Profits Agreement.  The meaning of the terms
"net profits  interest",  "net profits depth" and "net profits surface  acreage"
shall be those  appearing  in Section  4.02 of the Net  Profits  Agreement.  The
meaning of the terms "overriding  royalty depth",  "overriding royalty interest"
and "overriding  royalty surface acreage" shall be those appearing  respectively
in Sections 1.18, 1.19 and 1.20 of the Net Profits Agreement.

<PAGE>

         Notwithstanding  the  terms  of  this  offer  and  acceptance,   it  is
understood that the purchasing terms,  conveyances,  revenue and expense sharing
will be in  accordance  with the  applicable  partnership  agreement and the Net
Profits Agreement.

         Please indicate your acceptance on behalf of Pension Partnership in the
space provided below. Upon acceptance, Operating Partnership agrees to assign to
Pension  Partnership  the interests  described  herein,  effective as of Pension
Partnership acquisition effective date.

                                      Yours very truly,

                                      SWIFT ENERGY OPERATING PARTNERS
                                      1995-B, LTD.

                             BY:      SWIFT ENERGY COMPANY
                                      Managing General Partner



                             BY:      -------------------------------------
                                      Terry E. Swift
                                      Executive Vice President

Attachment

ACCEPTED AND AGREED TO THIS 31ST DAY
OF DECEMBER, 1997, ON BEHALF OF:

SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

BY:      SWIFT ENERGY COMPANY
         Managing General Partner


BY:      ----------------------------------------
         Bruce H. Vincent
         Senior Vice President
         Funds Management

<PAGE>

                                December 22, 1997

OXY USA Inc.
P.O. Box 27570
Houston, Texas 77227-7570
Attn: Brad Kemp

RE:      Notice of Title Defect
         E. S. Rollins 42-5 #1 (BP)

Gentlemen:

         Reference is here made for all purposes, including a description of the
leases and well referred to herein,  to that certain Purchase and Sale Agreement
dated  December 22, 1997,  by and between OXY USA Inc.  ("OXY") and Swift Energy
Company ("Swift"), hereinafter referred to as ("the Agreement").

         Pursuant to Paragraph 7(c) of the Agreement,  Swift hereby notifies you
that title has failed as to the E.S.  Rollins  42-5 #1 (BP),  leases  associated
therewith, working interest (.9753190) and net revenue interest (.7870977). Said
interest covers the Upper Tuscaloosa as seen in the E. S. Rollins 42-5 #1 Phasor
Induction  - SFL  Compensated  Nutron  Litho - Density Log between the depths of
12,554 feet and 12,564  feet ("the Title  Failure  Zone").  It appears  that the
Title  Failure Zone is owned by Unocal.  Swift hereby  requests an adjustment to
the Purchase Price in the amount of  $407,000.00.  Pursuant to Paragraph 7(d) of
the Agreement,  OXY shall have sixty (60) days beyond the Closing Date to obtain
good  title  (which  includes  the  leases,  working  interest  and net  revenue
interests  as set forth in The  Agreement)  to the Title  Failure  Zone in which
event,  Swift  shall  purchase  the same for the  amount of the  Purchase  Price
adjustment,  $407,000.00,  pursuant  to all  the  terms  and  conditions  of the
Agreement.  If OXY has not acquired  good title to the Title Failure Zone within
sixty (60) days after  Closing,  Swift will no longer be under any obligation to
purchase said Title Failure Zone from OXY.

         If the foregoing is acceptable to you,  please so indicate by executing
one copy of this letter in the space provided below.

                                               Very truly yours,


                                               Terry E. Swift
                                               President
OXY USA Inc.



By:----------------

Title:-------------


                                       1


<PAGE>


                           PURCHASE AND SALE AGREEMENT

         OXY USA Inc., a Delaware corporation,  P.O. Box 27570,  Houston,  Texas
77227-7570  (herein  referred to as "OXY"),  and SWIFT ENERGY  COMPANY,  a Texas
Corporation,  16825 Northchase Drive,  Suite 400,  Houston,  Texas 77060 (herein
referred to as "Buyer"),  enter into this  Purchase and Sale  Agreement  (herein
referred to as  "Agreement"),  in  consideration  of OXY's agreement to sell and
Buyer's agreement to purchase the oil, gas and mineral leases and the wells more
particularly described in Exhibit "A" (herein referred to as the "Leases"),  all
pursuant to the terms and conditions of this Agreement.

         1. SALE AND PURCHASE.  Subject to the terms and  conditions  herein set
forth, OXY shall sell, transfer,  assign,  convey and deliver to Buyer and Buyer
shall purchase and acquire all of OXY's right,  title and interest in the Leases
described in Exhibit "A",  including  all of OXY's right,  title and interest in
and to all permits, licenses,  servitudes,  rights-of-way,  division orders, gas
purchase  and sale  agreements  (wherein  OXY is a  selling  party),  crude  oil
purchase and sale agreements (wherein OXY is a selling party, but excluding that
certain  Agreement for the Purchase and Sale of Domestic  Crude Oil executed the
31st day of August,  1983, by and between Occidental Petroleum  Corporation,  et
al., and CITGO Petroleum  Corporation,  the "CITGO  Contract"),  surface leases,
farmin  agreements,   farmout  agreements,   bottom  hole  agreements,   acreage
contribution  agreements,  operating  agreements,  unit  agreements,  processing
agreements,  options, leases of equipment or facilities, and all other contracts
and agreements that are appurtenant to the Properties or used or held for use in
connection  with the  ownership  or operation of the  Properties  (the  "Related
Agreements");  and all of OXY's  right,  title and interest in and to all of the
real, personal and mixed property located on and used solely in the operation of
the Properties, including, but not limited to (i) all wells, wellhead equipment,
fixtures   (including,   but  not  limited  to,  field   separators  and  liquid
extractors), pipe, casing and tubing, (ii) all production,  gathering, treating,
processing,  compression,   dehydration,  salt  water  disposal,  and  injection
equipment and  facilities,  (iii) all tanks,  machines,  equipment,  vessels and
other facilities (collectively called the "Facilities").

         All of the above collectively referred to as the "Properties".

         2.  PURCHASE  PRICE.  The  Purchase  Price shall be Four  Million  Five
Hundred Thousand Dollars ($4,500,000.00). Buyer has allocated the Purchase Price
(the  "Allocated  Value")  among the  Properties as shown on Exhibit "B" for the
purpose of (i) giving notices of value to the owners of any preferential  rights
to  purchase,  and (ii)  determining  the value of a Title  Failure and handling
those instances where the Purchase Price is to be adjusted.

         3.  CLOSING  AND  EFFECTIVE  DATE.  The  closing  of  the  sale  of the
Properties  (herein  referred to as the "Closing") shall be held on December 22,
1997 (herein referred to as the "Closing Date"),  in the offices of OXY, located
at 5 Greenway Plaza, Suite 2400, Houston, Texas 77046, unless extended by mutual
agreement  of  the  parties  hereto.  The  effective  date  of the  sale  of the
Properties (herein referred to as the "Effective Date") shall be at 7:00 a.m. on
September 1, 1997. At Closing,  Buyer shall transfer available funds by wire the
Purchase Price, as the same may be adjusted  pursuant to the provisions  hereof,
to the credit of OXY USA Inc. in the  Chemical  Bank,  New York,  New York,  ABA
Number 021000128,  Account Number  144-0-16132.  If Closing does not occur on or
before the Closing Date, this Agreement shall be null and void.


                                       2


<PAGE>


         4. DELIVERY OF  DOCUMENTS.  At Closing OXY shall execute and deliver to
Buyer an  Assignment  and Bill of Sale  without  warranty  of title  except  by,
through and under OXY in the form of that attached  hereto as Exhibit "C", along
with other  instruments  as appropriate  to convey the  Properties,  the Related
Agreements and the Facilities purchased hereunder. OXY shall deliver to Buyer on
or before ten (10) days following  Closing,  all pertinent  operating  files and
records,  including,  but not limited to, all joint operating agreements,  lease
files, land files, well files (including but not limited to well histories, well
logs, environmental files and technical data), gas and oil sales contract files,
permit  and  regulatory  files,  pooling  and  unit  agreements,   all  seismic,
geological,  geochemical,  accounting, reservoir and geophysical information and
any other  information  or data which are in  existence  on the Closing Date and
applicable to the Properties, to the extent the transfer of such geophysical and
seismic data,  material and  information  is not  prohibited by the terms of any
third-party license or other agreement and to the extent that such transfer does
not require payment of any transfer fee, and provided further, that OXY may keep
copies of all such records or the originals of such files as may be required for
tax,  accounting  and auditing  purposes as determined  necessary by OXY. If OXY
retains  any  original  records,  copies of such  originals  will be provided to
Buyer.

         5. TRANSFER OF OPERATIONS. OXY shall continue to be responsible for the
operation of the  Properties  until  January 1, 1998,  at which time Buyer shall
assume  operation of the  Properties.  The risk of casualty loss relating to the
Properties  shall pass from OXY to Buyer as of the Closing Date.  OXY shall also
maintain  accounting and disbursement  responsibilities  for production from the
Properties until the Closing Date. Any expenses incurred by OXY in the operation
of the Properties after the date of this Agreement which are out of the ordinary
course of business as the Properties are currently  operated or which requires a
single  expenditure in excess of Twenty Five Thousand  Dollars  ($25,000) shall,
except in case of an emergency, be submitted to Buyer for its approval.

         6. FINAL  ADJUSTMENT.  Within  ninety (90) days after the Closing Date,
Buyer and OXY will effect a final adjustment  whereby  proceeds  received by OXY
with  respect  to sale of  production  produced  from the  Properties  after the
Effective  Date  shall be paid to Buyer  and  proceeds  received  by Buyer  with
respect  to sale  of  production  produced  from  the  Properties  prior  to the
Effective Date shall be paid to OXY. Payments of expenses by OXY which relate to
operations  after  the  Effective  Date  shall be  invoiced  to Buyer by OXY and
payment  of  expenses  by Buyer  which  relate to  OXY-approved  operations  and
expenditures  actually incurred prior to the Effective Date shall be invoiced to
OXY by Buyer.  Any amount not known at the time of the final adjustment shall be
settled  between  Buyer  and OXY when such  amounts  become  known.  As to those
Properties  operated  by OXY,  Buyer  shall be  charged  overhead  at the  rates
specified for such Properties in existing operating  agreements and, as to those
Properties  not  covered  by an  operating  agreement,  Buyer  shall be  charged
overhead at the rate of  $1,000.00 a month per well,  prorated  daily,  from the
Effective  Date to the date that Buyer  assumes  operations  of the  Properties.
Proceeds  received  or  payment  of  invoices  which  cover  periods  of time or
operations before and after the Effective Date shall be prorated.


                                       3

<PAGE>


         7.       TITLE.

                  (a) OXY will make  available for  examination at OXY's offices
         in Houston,  such title  information,  abstract coverage and production
         data as OXY  has in its  possession.  Existing  abstracts  will  not be
         brought up to date by OXY. The furnishing of any such title information
         or production data shall create no liability or  responsibility  on the
         part of OXY or on the  writer  of any title  opinion,  and OXY makes no
         warranty  or  representation  as to the  title  of  either  the real or
         personal  property  described  except by, through and under OXY, or the
         correctness of title  information or production  data furnished by OXY.
         The indication of particular  fractions of working interests and/or net
         revenue  interests in Exhibit "B", hereto, in no way implies or creates
         a  general  warranty,  covenant  or  other  undertaking  regarding  any
         quantity of interest  but is for the  purpose of use in  adjusting  the
         Purchase Price as provided for herein.

                  (b) "Title  Failure"  shall mean (i) a reduction  in OXY's Net
         Revenue  Interest or an increase in OXY's Working  Interest,  without a
         corresponding  increase  in OXY's Net Revenue  Interest,  in a Property
         based upon a defect in OXY's title  thereto,  (ii) the  existence  of a
         lien, assessment or encumbrance, either being of such significance that
         a  reasonable  and  prudent  person  engaged  in  the  business  of the
         ownership,  development  and operation of oil and gas  properties  with
         knowledge  of all of the facts and their  legal  significance  would be
         unwilling to accept the same.

                  (c) Buyer shall, at its expense,  conduct such examinations of
         title and data as it sees fit and shall  notify OXY upon  execution  of
         this  Agreement  ,which shall occur no later than December 30, 1997, of
         any Title Failure (as hereinabove  defined),  failing which, Buyer will
         be deemed to have approved title and  Subparagraph  (d) below shall not
         apply.

                  (d) OXY may,  at its  option,  prior to  Closing,  attempt  to
         satisfy any and all such title requirements by Buyer. In the event of a
         Title  Failure,  the parties shall use  reasonable  efforts to reach an
         agreement  to  appropriately  adjust the  Purchase  Price  based upon a
         reduction for the Properties or interest affected by such failure using
         the  Allocated  Value  shown on Exhibit B. In the event the parties are
         unable to reach an  agreement  on such  adjustment,  either party shall
         have the right to  declare  this  Agreement  null and void.  Should the
         parties reach an agreement to adjust the Purchase Price,  the property,
         or portions  thereof  affected by such failure,  shall be excluded from
         the  Properties or portions  thereof to be conveyed to Buyer at Closing
         and the Purchase Price reduced accordingly. Buyer agrees that OXY shall
         have an  additional  sixty (60) days beyond the Closing Date to satisfy
         the Title  Failure.  If within sixty (60) days after  Closing,  OXY has
         corrected the Title Failure, then Buyer shall purchase the property, or
         portions  thereof  which  had  previously  been  affected  by the Title
         Failure, for the Purchase Price adjustment  originally agreed to by the
         parties.  OXY and Buyer shall, within ten (10) days after notice of the
         corrected  Title Failure,  effectuate a second closing for the property
         or  portions  thereof  under  the same  terms  and  conditions  of this
         Agreement. If OXY has not corrected the Title Failure within sixty (60)
         days after  Closing,  the  parties  agree that the  property or portion
         thereof  shall  be  deleted  from  the  terms  and  conditions  of this
         Agreement.

                                       4

<PAGE>


         8. EXISTING  OBLIGATIONS.  The  Properties  are being conveyed to Buyer
subject to all existing Related Agreements pertaining to the Properties.  Except
as  otherwise  provided in Section 11, Buyer will assume all of OXY's rights and
obligations  associated with the Related Agreements pertaining to the Properties
as of the Effective Date. Specifically included are those rights and obligations
relating to OXY's gas imbalances (relative to its proportionate share of the gas
in relation to the other owners in the Properties).  Buyer  acknowledges that it
has been advised of the general status of the gas balancing for the  Properties.
OXY  makes  no  representation  or  warranty  regarding  the  accuracy  of  such
information.

         9. PREFERENTIAL  RIGHTS.  All reasonable efforts will be made by OXY to
secure a waiver of any preferential  purchase right, right of first refusal,  or
consent to assign (excluding  consents or approvals from  governmental  agencies
customarily  obtained  following  Closing)  covering,  in whole or in part,  the
Properties  (herein  referred to as  "Preferential  Right").  OXY shall promptly
notify Buyer in the event a waiver of the  Preferential  Right cannot be secured
for the  Properties,  or any  portion(s)  thereof.  Such  portion(s)  have  been
identified by OXY in the Data Package and the Allocated  Value therefor is shown
on the attached Exhibit "B". The inability of OXY to assign or convey applicable
portion(s)  of the  Properties  shall be treated as a Title  Failure as provided
herein and will not release Buyer from its  obligation to purchase the remaining
portion(s)  of the  Properties,  but the Purchase  Price shall be reduced by the
Allocated Value shown on Exhibit "B" for the affected Property.  Notwithstanding
the foregoing, in the event portion(s) of the Properties cannot be conveyed such
that the  aggregate  value  thereof  exceeds fifty percent (50%) of the Purchase
Price, the Buyer shall have the right to declare this Agreement null and void in
its entirety.  All properties for which  preferential  purchase rights have been
waived,  or for which the period to exercise  such  rights has expired  prior to
Closing,  shall be sold to Buyer at Closing  pursuant to the  provisions of this
Agreement.

         If any party that  elects to  exercise a  preferential  purchase  right
fails to  consummate  the  purchase of the affected  Properties  covered by such
right pursuant to the terms of this  Agreement  within sixty (60) days following
Closing, then OXY shall so notify Buyer and Buyer shall purchase said Properties
from OXY,  under the terms of this  Agreement  for the  Allocated  Value of such
property.

         10.      ENVIRONMENTAL MATTERS.

                  (a)  "Environmental  Defect" shall mean a violation (i) of any
         Environ-mental Laws (as in effect and as written on the Effective Date)
         applicable  to the  Properties  and (ii) to which  prompt  remedial  or
         corrective action is or was required under such Laws as enforced on the
         Effective Date. An Environmental  Defect shall not include the presence
         of NORM or minor spills in and/or on the Properties.


                                       5


<PAGE>


                  (b) Prior to Closing,  Buyer, or its agent or  representative,
         shall have the right, at Buyer's sole cost, risk and expense,  to enter
         upon the Properties  (subject to the approval of the Operator  thereof)
         for the purpose of conducting an environmental review ("Review") of the
         Properties, inspect the same, conduct soil and water tests and borings,
         and  generally  conduct such tests,  examinations,  investigations  and
         studies  as  Buyer,  in its  sole  discretion,  may deem  necessary  or
         appropriate for the preparation of reports and analyses relating to the
         Properties. If Buyer, in its reasonable opinion,  determines that there
         is an Environmental  Defect,  then Buyer shall,  upon execution of this
         Agreement, so notify OXY in writing of (i) the nature and extent of the
         Environmental  Defect,  (ii) the  Properties  affected,  and  (iii) the
         estimated costs of remediation.  Upon receipt of such notice, OXY shall
         have the  right,  but not the  obligation,  to elect to  remediate  the
         condition.  In the event OXY does not elect to remediate the condition,
         Buyer and OXY shall  meet and use their  best  efforts  to agree on the
         validity of the claim of the Environmental Defect and the amount of any
         Purchase Price  adjustment.  In the event the parties  cannot  mutually
         agree on the Purchase  Price  adjustment  for an alleged  Environmental
         Defect, Buyer shall have the right to (i) proceed to Closing and accept
         the Properties with the alleged  Environmental  Defect with no Purchase
         Price  adjustment or (ii) terminate this Agreement as to the Properties
         affected  by the  alleged  Environmental  Defect and receive a Purchase
         Price  adjustment for such  Properties as set forth on Exhibit "B", or,
         where  feasible,  the  proportionate  Allocated  Value.  If the alleged
         Environmental  Defects  which have not been cured as of Closing  exceed
         ten percent (10%) of the Purchase Price, either OXY or Buyer shall have
         the  option to  terminate  this  Agreement  with no  further  liability
         hereunder to the other party.  In the event OXY or Buyer so  terminates
         this Agreement  Buyer shall provide to OXY a copy of any  environmental
         assessment including any reports, data and conclusions.

                  (c)  There  shall  be  no  Purchase   Price   adjustment   for
         Environmental  Defects unless the aggregate total of all  Environmental
         Defects  exceeds  $50,000,  it  being  understood  that if the  $50,000
         threshold is  exceeded,  Buyer shall be entitled to an  adjustment  for
         amounts in excess of $50,000.

                  (d)  Buyer's   access  to  the   Properties   to  conduct  its
         environmental assessment is subject to the following conditions:  Buyer
         waives and releases all claims  against OXY, its  directors,  officers,
         employees and agents and parent or subsidiary  companies for injury to,
         or death of, persons or damage to property  arising in any way from the
         exercise of rights  granted to Buyer hereby or the  activities of Buyer
         or its employees, agents or contractors on the Properties.  Buyer shall
         indemnify OXY, its directors,  officers,  employees, and agents against
         and hold  each and all of said  indemnitees  harmless  from any and all
         loss, cost, damage,  expense or liability,  including  attorney's fees,
         whatsoever arising out of or resulting from such exercise or activities
         (except for any such  injuries or damages  caused  solely by the active
         negligence  or  willful  misconduct  of  any  said  indemnitees).   The
         foregoing  obligation of indemnity shall survive Closing or termination
         of this Agreement without Closing.


                                       6

<PAGE>


                  (e) Except for  Environmental  Defects  that Buyer  discovered
         during the Review  under  Paragraph  10(b),  and to the extent of OXY's
         working interest under an operating or unit agreement applicable to the
         Properties  covering a  production  or  spacing  unit,  and  subject to
         Paragraph  10(f)  hereof,  on and  after  the  Closing  Date OXY  shall
         indemnify  and  defend  Buyer  from any and all  Environmental  Defects
         (hereinafter  "Environmental  Claims")  arising out of OXY's  ownership
         and/or operation of the Properties prior to the Effective Date.

                  (f)   Limitations   on  OXY's   Environmental   Indemnity  and
         Obligations. OXY's obligations to indemnify Buyer under Paragraph 10(e)
         hereof is subject to and limited by the following:

                           (i) Buyer shall have provided OXY with written notice
                  of an  Environmental  Claim on or before one (1) year from the
                  Closing Date.

                           (ii)  Such   written   notice   shall   identify  the
                  Environmental Claim, the affected Property, and the reasonably
                  estimated cost of remediation thereof.

                           (iii) The reasonably  estimated  costs to conduct the
                  cleanup,  remediation or restoration of an Environmental Claim
                  exceed,  in the  aggregate  for all affected  Properties,  the
                  threshold  amount of $50,000.  Once the  threshold is exceeded
                  amounts recoverable are recoverable from the first dollar.

                           (IV) Buyer shall have  provided OXY with invoices and
                  billings for work  actually  done in  conducting  the cleanup,
                  remediation or restoration of an Environmental Claim.

         11. CALL ON PRODUCTION.  This Agreement is specifically made subject to
the provisions and conditions of that certain Agreement of the Purchase and Sale
of  Domestic  Crude Oil  executed  the 31st day of August,  1983,  and  expiring
September 1, 1998 by and between Occidental Petroleum  Corporation,  et al., and
CITGO Petroleum Corporation, et al. (the "CITGO Contract"), and CITGO's purchase
option  thereunder.  Oxy agrees  that it shall not assign,  amend,or  modify the
Citgo  Contract  as it  applies to the  Properties  prior to  September  1, 1998
without prior written  consent of Buyer.  OXY  represents and warrants that such
agreement  will  expire as to the  Properties,  by its own terms,  no later than
September 1, 1998,  ("Expiration  Date"). OXY has advised Buyer of the existence
of that certain lawsuit styled Robert C. Bertolet,  et al. vs. CITGO  Petroleum,
et al., as filed in civil  action No.  97-066,  in the  Chancery  Court of Adams
County, Mississippi.  OXY represents and warrants that there has been no request
for lease  cancellation  made in the  lawsuit.  While Buyer agrees to accept the
Properties  subject to the CITGO Contract,  it does so only until the earlier of
the following occurs: (i) September 1, 1998, or (ii) cancellation or termination
of the CITGO  Contract by a court of law or as part of a settlement of the above
lawsuit.  OXY agrees to indemnify  and hold Buyer  harmless from and against any
and all cost, expense,  loss, or claim whatsoever,  including interest, any fine
or penalty and reasonable  attorney's  fees and court costs,  in connection with
the above  lawsuit  and/or any other  claim that may be brought by a third party
against  Buyer for selling crude oil for the price paid pursuant to the terms of
said CITGO Contract or for paying royalties or other leasehold  burdens based on
that price, prior to the Expiration Date.


                                       7

<PAGE>


         12. PRODUCTION PURCHASERS. OXY reserves the right to all payments which
have  been  or may be  made  by any  gas  purchaser  and  which  were  or may be
attributable  to the sale or production  of gas produced  prior to the Effective
Date.  OXY  confirms  that  there are no  reserves  for which  payment  has been
received but production has not been delivered.  OXY will provide Buyer with the
names and  addresses of all  purchasers.  Buyer will prepare all letters in lieu
and will assume all  responsibility for notifying the purchaser(s) of production
of change of  ownership.  The  parties  shall  execute  such  letters in lieu of
transfer  orders or such other  documents  as may be  reasonably  required  by a
purchaser of production.

         13. SUSPENSE AND ESCROW ACCOUNTS. All funds held by OXY in suspense for
the  account  of  others  and  arising  out of  production  from the  Properties
(including  but not limited to funds  withheld  from  non-participating  mineral
owners for plugging and  abandonment  purposes) shall be transferred to Buyer as
soon  as  possible   after  the   Effective   Date.   Buyer  shall  assume  full
responsibility  for the payment of all funds arising out of production  from the
Properties  which have been  deposited in  accordance  with various state escrow
statutes.  As soon as reasonably  possible after the execution hereof, but in no
event later than Closing,  OXY shall furnish a listing of all accounts and funds
so held or deposited.  Buyer shall  indemnify,  defend and hold OXY harmless for
all claims or actions  arising out of or in connection  with Buyer's  deposit or
disbursement of said funds.

         14.  AUDITS.  OXY retains the sole right to all claims and  resolutions
thereof arising as a result of audit whether under  previously  performed audits
or audits performed by itself or others in the future under operating agreements
relating  to charges to the joint  accounts  prior to the  Effective  Date.  Any
monies  received by Buyer which are associated  with such claims and resolutions
shall be immediately remitted to OXY by Buyer.

         15.  LIMITATIONS  ON AND EXCLUSION OF WARRANTY.  THE  CONVEYANCE OF THE
PERSONAL  PROPERTY  SHALL  BE MADE  "AS IS" AND THE  CONVEYANCE  OF THE REAL AND
PERSONAL  PROPERTY  SHALL BE WITHOUT  WARRANTIES OF TITLE (EXCEPT BY THROUGH AND
UNDER OXY) OR WARRANTIES  OR  REPRESENTATIONS  OF ANY OTHER  NATURE,  EXPRESS OR
IMPLIED. OXY MAKES NO REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, AS TO THE
ACCURACY OR  COMPLETENESS  OF ANY DATA,  INFORMATION OR MATERIALS  HERETOFORE OR
HEREAFTER  FURNISHED  BUYER  IN  CONNECTION  WITH THE  PROPERTIES;  OR AS TO THE
QUALITY  OR  QUANTITY  OF  HYDROCARBON  RESERVES  (IF ANY)  ATTRIBUTABLE  TO THE
PROPERTIES OR THE ABILITY OF THE  PROPERTIES TO PRUDUCE  HYDROCARBONS  INCLUDING
THE COSTS WHICH MAY OR MAY NOT BE REQUIRED TO PRODUCE HYDROCARBONS.  ANY AND ALL
SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED BY OXY IS PROVIDED BUYER AS
A  CONVENIENCE  AND ANY  RELIANCE ON OR USE OF THE SAME SHALL BE AT BUYER'S SOLE
RISK.   BUYER  HAS  MADE  AND  WILL  MAKE  PRIOR  TO  CLOSING  SUCH  INDEPENDENT
INVESTIGATION AND EVALUATION OF THE PROPERTIES AS IT SHALL DEEM APPROPRIATE.

         16.  RECORDING.  Upon  delivery of the  Assignments  to Buyer as herein
contemplated,  Buyer shall file such  instrument  for recording  within ten (10)
days after such delivery with proper authorities in the appropriate counties and
shall furnish OXY with the recording data thereof.


                                       8

<PAGE>


         17. ASSUMPTION AND INDEMNITY.  Except for OXY's indemnities relating to
an  Environmental  Claim  arising out of OXY's  ownership  or  operation  of the
Properties  prior to the  Effective  Date which are  covered  exclusively  under
Paragraph 10, on the Closing Date, but as of the Effective Date:

                  (a) Buyer shall  defend,  indemnify  and hold harmless OXY and
         its affiliated companies, its and their officers, directors, agents and
         employees,  from any and all losses, claims,  demands,  suits, damages,
         expenses, costs, causes of action or judgments of any kind or character
         with  respect  to  all   liabilities  and  obligations  or  alleged  or
         threatened  liabilities and obligations,  including claims for personal
         injury, illness, disease, wrongful death, damage to property, liability
         based on strict  liability or condition of the  Properties,  and claims
         (including  fines,  penalties,  and cleanup  expenses)  resulting  from
         environmental damage or pollution which arise from, or are attributable
         to the  ownership or operation of the  Properties  by Buyer on or after
         the  Effective  Date,  including,   without  limitation  any  interest,
         penalty,  reasonable  attorney's  fees and  other  costs  and  expenses
         incurred in connection therewith or the defense thereof, even if caused
         in whole  or in part by the sole or  concurrent  negligence  or  strict
         liability of OXY, or condition of the Properties.

                  (b)  Notwithstanding  any other provision  contained herein to
         the contrary,  Buyer agrees to assume any and all responsibility  which
         OXY may have under applicable  governmental laws, rules and regulations
         concerning the plugging and  abandonment of wells which are part of the
         Properties, together with any cleanup and restoration of the surface or
         subsurface  as may  be  required  under  the  terms  of  any  lease  or
         applicable  governmental laws, rules and regulations,  and Buyer agrees
         to defend, indemnify and hold OXY and its affiliated companies, its and
         their officers,  directors, agents and employees, harmless from any and
         all liabilities  arising from Buyer's failure,  or alleged failure,  to
         properly  plug and abandon such wells and/or  complete  such cleanup or
         restoration  of the  surface or  subsurface  as may be  required as set
         forth above.

                  (c)  Notwithstanding  any other provision  contained herein to
         the contrary, Buyer acknowledges that the Properties have been utilized
         for the purpose of  exploration,  production and development of oil and
         gas,  and that  Buyer has been  informed  and is aware that oil and gas
         producing  formations  can  contain  naturally  occurring   radioactive
         material  (NORM) and that some oil field  production  equipment  and/or
         facilities  may contain NORM. On and after the  Effective  Date,  Buyer
         agrees to assume all  responsibility  and liability  related to NORM on
         the  Properties  and agrees to defend,  indemnify  and hold OXY and its
         affiliated companies,  its and their officers,  directors,  agents, and
         employees,  harmless from any and all claims  arising from the presence
         of NORM which may be on the premises or personal property as the result
         of oil and gas operations  related to the Properties  without regard to
         when such condition or contamination  occurred, or whether based on any
         theory of negligence of OXY; PROVIDED,  HOWEVER, that Buyer's indemnity
         hereunder shall not apply to NORM contaminated  pipes, valves and other
         equipment  that the parties  agree,  in writing,  that OXY is to remove
         prior to the Closing Date.


                                       9


<PAGE>


                  (d) If OXY is notified in writing by Buyer of a Buyer's  claim
         under this Paragraph 17(d) (except for an  Environmental  Claim covered
         by Paragraph 22 hereof) within one (1) year after the Closing Date, OXY
         agrees  to  indemnify,   defend  and  hold  Buyer  and  its  affiliated
         companies,  its and their  officers,  directors,  agents and employees,
         harmless from and against any and all losses, claims,  demands,  suits,
         damages,  expenses, costs, causes of action or judgments of any kind or
         character with respect to all liabilities and obligations or alleged or
         threatened  liabilities and obligations,  including claims for personal
         injury,   illness,   disease,   wrongful  death,  damage  to  property,
         liability,  based on strict  liability or  condition of the  Properties
         which arise  from,  or are  attributable  to, (A) those  claims  and/or
         litigation   shown  on  Exhibit  D,  (B)  the  breach  by  OXY  of  the
         representations   contained  in  Paragraph  21  hereof,  or  (C)  OXY's
         ownership or operation of the  Properties  prior to the Effective  Date
         including,   without  limitation,  any  interest,  penalty,  reasonable
         attorney's  fees and other costs and  expenses  incurred in  connection
         therewith or the defense thereof. OXY shall have no obligation to Buyer
         under this Paragraph  17(d) for any matter for which it is not notified
         by Buyer in  writing  within  one (1) year  after the  Effective  Date;
         provided  however,  there  shall be no time  limitation  for any claims
         under  subpart  (A) above or for any  claims  related  to OXY's  proper
         payment of (i) taxes, (ii) royalties,  overriding royalties and similar
         burdens on production prior to the Effective Date, (iii) joint interest
         audits for  periods  prior to the  Effective  Date or (iv)  broker's or
         finder's fees.

                  (e) The rights of the parties to indemnification hereunder are
         contingent on the timely  receipt by the  indemnifying  party of prompt
         written notice and  documentation of a claim for  indemnification  from
         the party  seeking  indemnification.  In no event shall either party be
         liable  to the  other  for loss of  profits  or  consequential  damages
         hereunder.

         18.  COMPLIANCE  WITH THE LAW. Buyer agrees to comply with all laws and
with all rules,  regulations  and  orders of all  municipal,  state and  federal
agencies and  regulatory  bodies in the conduct of all  operations in and on the
lands  covered  hereby,  including,  but not by way of  limitation,  the  proper
plugging  of all wells on the said lands,  and the  transfer  or  assumption  of
applicable permits, bonds and licenses.


                                       10


<PAGE>


         19. TAXES. Ad valorem and other property taxes for the current tax year
will be prorated  between  Buyer and OXY.  Buyer shall also bear all  applicable
sales taxes or similar taxes imposed by any state, county, municipality or other
governmental entity as a result of the sale.

         20.  REPRESENTATIONS  AND WARRANTIES OF BUYER. The  representations and
warranties of Buyer in this Paragraph 20 (a) through (e) shall survive  Closing.
Buyer represents and warrants to and agrees with OXY that:

                  (a) Binding Obligation.  This Agreement constitutes the legal,
         valid and binding  obligation  of Buyer  enforceable  against  Buyer in
         accordance with its terms, except as limited by bankruptcy,  insolvency
         or other laws or general  application  relating to the  enforcement  of
         creditors' rights.

                  (b) Government  Consent.  Except as otherwise provided herein,
         no authorization, consent, approval, license, exemption of or filing or
         registration  with any court or  governmental  department,  commission,
         board,  bureau,  agency or instrumentality,  domestic or foreign, is or
         will be necessary to the valid  execution,  delivery or  performance by
         Buyer of this  Agreement or any other document  contemplated  hereby or
         referred to herein.

                  (c)  Commission.  OXY  shall  have no  responsibility  for any
         commission or brokerage  fees to be paid by Buyer or on Buyer's  behalf
         or for any  other  fees or  expenses  incurred  by Buyer or on  Buyer's
         behalf  in  connection  with  the  transactions  contemplated  by  this
         Agreement.

                  (d)  Reliance.  Buyer  has made an  independent  investigation
         respecting all aspects of the Properties which permitted it to make the
         decision  to execute  this  Agreement  and has not relied in any manner
         upon any statement,  representation or warranty  expressed by OXY prior
         to the date of this Agreement.

                  (e) Purpose. The Properties covered by the Agreement are being
         purchased  for  investment  purposes  only and not for the  purpose  of
         resale.

         21.  REPRESENTATIONS  AND  WARRANTIES OF OXY. The  representations  and
warranties of OXY in this Paragraph 21 shall survive Closing for a period of one
(1) year. OXY represents and warrants to and agrees with Buyer that:

                  (a) Binding Obligation.  This Agreement constitutes the legal,
         valid  and  binding  obligation  of  OXY  enforceable  against  OXY  in
         accordance with its terms, except as limited by bankruptcy,  insolvency
         or other laws of general  application  relating to the  enforcement  of
         creditors' rights.

                                       11


<PAGE>


                  (b) Government  Consent.  Except as otherwise provided herein,
         no authorization, consent, approval, license, exemption of or filing or
         registration  with any court or  governmental  department,  commission,
         board,  bureau,  agency or instrumentality,  domestic or foreign, is or
         will be necessary to the valid  execution,  delivery or  performance by
         OXY of this  Agreement  or any other  document  contemplated  hereby or
         referred to herein.

                  (c)  Commission.  Buyer shall have no  responsibility  for any
         commission  or  brokerage  fees to be paid by OXY or on OXY's behalf or
         for any other fees or expenses  incurred  by OXY or on OXY's  behalf in
         connection with the transactions contemplated by this Agreement.

                  (d) Litigation.  Other than the litigation shown on Exhibit D,
         to the  best  of  OXY's  knowledge  and  belief,  at the  date  of this
         Agreement,  there are no actions,  suits,  proceedings or  governmental
         investigations  or inquiries  pending against OXY or any Properties (i)
         seeking to prevent the  consummation of the  transactions  contemplated
         hereby,  or (ii) which would  singularly  or in the  aggregate,  have a
         material adverse effect on the Properties taken as a whole.

                  (e) Compliance  with Laws. To the best of OXY's  knowledge and
         belief, OXY has operated the Properties, or caused the Properties to be
         operated,  in compliance  with all laws,  ordinances,  regulations  and
         orders applicable to the Properties,  except where the failure to be in
         such  compliance  would not,  singularly  or in the  aggregate,  have a
         material adverse effect on the Properties taken as a whole.

                  (f) Royalties.  To the best of OXY's knowledge and belief, all
         royalties  due under the oil and gas leases  described  in Exhibit  "A"
         have been  properly  paid to the parties  entitled  thereto or properly
         accounted for.

                  (g) Taxes. To the best of OXY's  knowledge and belief,  all ad
         valorem, property, production,  severance, excise and similar taxes and
         assessments  based on or measured by the  ownership  of property or the
         production of hydrocarbons or the receipt of proceeds  therefrom on the
         Properties which have become due and payable have been paid.

                  (h) Tax  Partnerships.  To the  best of  OXY's  knowledge  and
         belief, the Properties are not subject to any tax partnership agreement
         which would bind Buyer.

         22.  ASSIGNABILITY.  Buyer shall not assign or cause to be assigned any
of the rights or obligations  hereunder without the prior written consent of OXY
prior to the Closing Date.

         23.  FURTHER  ASSURANCES.  OXY and Buyer  shall  execute and deliver or
cause to be executed and delivered all such other documents which are reasonably
required to give effect to the terms and conditions of this Agreement.


                                       12

<PAGE>


         24.      DUE DILIGENCE REVIEW.

                  (a)  Prior to  Closing,  OXY,  in  OXY's  offices,  will  make
         available  to  Buyer  and  Buyer's   authorized   representatives   for
         examination  as Buyer may  reasonably  request  the  Records.  Prior to
         Closing,  Buyer,  at  Buyer's  sole cost,  may copy any  portion of the
         Records as Buyer may reasonably request.

                  (b)  OXY   shall   permit   Buyer   and   Buyer's   authorized
         representatives  to consult  with  OXY's  employees  during  reasonable
         business  hours and to  conduct,  at  Buyer's  sole  risk and  expense,
         wellsite  inspections  and  inventories  of  the  Properties  that  are
         OXY-operated.  During such  inspections,  Buyer shall have the right to
         review the Properties to determine the  environmental  condition of the
         Equipment  and Lease  premises.  To the extent  Buyer  desires  similar
         access to OXY's  non-operated  Properties,  OXY shall  assist  Buyer in
         obtaining such access.

                  (c) EXCEPT AS OTHERWISE  EXPRESSLY PROVIDED IN THIS AGREEMENT,
         BUYER  ACKNOWLEDGES  THAT OXY HAS MADE NO  REPRESENTATIONS,  VERBAL  OR
         OTHERWISE,  OR  WARRANTIES  AS TO THE ACCURACY OR  COMPLETENESS  OF THE
         RECORDS,  OTHER  INFORMATION,  OR AS TO OXY'S  TITLE  TO THE  PURCHASED
         PROPERITES,  AND IN ENTERING INTO AND PERFORMING THIS AGREEMENT,  BUYER
         HAS RELIED AND WILL RELY SOLELY UPON ITS INDEPENDENT  INVESTIGATION OF,
         AND  JUDGMENT  WITH RESPECT TO, THE  PROPERTIES,  THEIR VALUE AND OXY'S
         TITLE THEREOF.

         25. NOTICES.  All notices hereunder shall be sufficiently given for all
purposes  hereunder  if in writing and  delivered  personally,  or to the extent
receipt is  confirmed  by the party  charged  with  notice,  sent by  documented
overnight delivery service,  by United States Mail,  telecopy,  telefax or other
electronic  transmission  service  to the  appropriate  address or number as set
forth below. Notices to OXY or Buyer shall be addressed to:

     OXY                                      BUYER

     OXY USA INC.                             SWIFT ENERGY COMPANY
     --------------------------               16825 Northchase Drive, Suite 400
     --------------------------               Houston, Texas 77060
     Attn: --------------------               Attn:  Rodney W. Baker
     Fax:     (713) -----------               Fax:  (281) 875-7902


                                       13

<PAGE>


         26. ENTIRE  AGREEMENT.  This instrument states the entire agreement and
supersedes  all prior  agreements  (except any prior  Confidentiality  Agreement
between the Buyer and OXY)  between the parties  concerning  the subject  matter
hereof.  This  Agreement  may be  supplemented,  altered,  amended,  modified or
revoked by writing only, signed by both parties.

         27.  OCCASIONAL SALE. OXY and Buyer believe that this purchase and sale
of the Properties  constitutes an isolated or occasional sale and is not subject
to sales tax; provided,  however,  if any sales,  transfers,  use taxes or other
similar  taxes are due or should  hereafter  become due  (including  penalty and
interest  thereon) by reason of this  transaction,  Buyer  shall  timely pay and
solely bear all such taxes.

         28. COUNTERPART. This Agreement may be executed by Buyer and OXY in any
number of  counterparts,  each of which shall be deemed an original  instrument,
but all of which together shall constitute one and the same instrument.

         29. WAIVER. Any of the terms, provisions,  covenants,  representations,
warranties  or  conditions  hereof  may be waived  only by a written  instrument
executed by the party waiving  compliance.  The failure of any party at any time
or times to require  performance  of any  provisions  hereof  shall in no manner
affect  such  party's  right  to  enforce  the  same.  No  waiver  of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other  provisions  hereof  (whether  or not  similar),  nor  shall  such  waiver
constitute a continuing waiver unless otherwise expressly provided.

         30. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereto shall be governed, construed, and enforced in accordance with the
laws of the State of Mississippi.

         IN WITNESS WHEREOF,  this Purchase and Sale Agreement has been executed
this ----- day of December, 1997.

           OXY USA Inc.

                                  By -----------------------------
                                  Name:      E. J. Hanley
                                  Title:     Attorney-In-Fact

           SWIFT ENERGY COMPANY


                                  By -----------------------------
                                  Name:      Terry E. Swift
                                  Title:     President


                                       14


<PAGE>

                                   EXHIBIT "A"
                            'AVAILABLE UPON REQUEST'

     Attached to and made a part of that certain Purchase and Sale Agreement
                  betweenOXY USA Inc. and SWIFT ENERGY COMPANY,
                          effective September 1, 1997.

                                SCHEDULE OF LEASE


                           Lease Number:
                           Date:
                           Lessor:
                           Lessee:
                           Recording Data:

                           Description:

                           NRI:

                           WI:


                                       15


<PAGE>


 EXHIBIT "B"  -  Attached to and made a part of that certain Purchase and Sale
                    Agreement between OXY USA Inc. and SWIFT ENERGY COMPANY,
                    effective September 1, 1997.

                               ALLOCATION OF VALUE
<TABLE>
<CAPTION>
FIELD             WELL                             GWI                 NRI              ALLOCATION
-----             ----                             ---                 ---              ----------
<S>               <C>                              <C>               <C>                 <C>      
Berwick           Berwick A-1                      N/A               .0042614                    0
                  Clark A-1                        .5998736q         .4908013                9,598
                  Mitchell Cent. Battery           .5998736             N/A                      0

Holiday           BOE D-1                          1.00000           .8125000            2,079,216

Luxor             Hale A-1                         1.00000           .8026912               53,983
                  Johnson A-1                      1.00000           .8075956                  759

S. Centreville    E.S. Rollins 42-5 #1             .9753190          .7870977              199,198
                  E.S. Rollins 42-5 #1 (BP)        .9753190          .7870977              407,000
                  PUD 43-1                         .9753190          .7870977            1,737,531
                  Rollins 42-1                     N/A               .0567768               12,715
                                                                                         ---------
TOTAL                                                                                    4,500,000
                                                                                         ---------
</TABLE>


                                       16


<PAGE>


                                   EXHIBIT "C"

Attached to and made a part of that certain Purchase and Sale Agreement between
       OXY USA Inc. and SWIFT ENERGY COMPANY, effective September 1,1997.


                           ASSIGNMENT AND BILL OF SALE
                           ---------------------------

         KNOW  ALL  MEN BY  THESE  PRESENTS,  that  OXY  USA  INC.,  a  Delaware
corporation,  whose  address  is P. O. Box  27570,  Houston,  Texas  77227-7570,
hereinafter  referred to as "Assignor",  for and in  consideration of the sum of
Ten Dollars ($10.00) and other valuable considerations paid, receipt of which is
hereby  acknowledged,  does hereby,  subject to the exceptions and  reservations
hereinafter  contained,  grant, convey, sell, assign,  transfer and deliver unto
Swift  Energy  Company,  whose  address is 16825  Northchase  Drive,  Suite 400,
hereinafter  referred  to as  "Assignee",  all of  Assignor's  right,  title and
interest in the Oil and Gas  Lease(s)  and the wells  described  in Exhibit "A",
which  is  attached  hereto  and  made a part  hereof  (hereinafter  called  the
"Properties").

         For the same consideration as first hereinabove  recited,  the Assignor
does hereby  bargain,  grant,  sell convey and  transfer  unto  Assignee  all of
Assignor's right,  title and interest in and to the well(s) located on the lands
described in Exhibit "A",  including  all of OXY's right,  title and interest in
and to all permits, licenses,  servitudes,  rights-of-way,  division orders, gas
purchase  and sale  agreements  (wherein  OXY is a  selling  party),  crude  oil
purchase and sale agreements (wherein OXY is a selling party, but excluding that
certain  Agreement for the Purchase and Sale of Domestic  Crude Oil executed the
31st day of August,  1983, by and between Occidental Petroleum  Corporation,  et
al., and CITGO Petroleum  Corporation,  the "CITGO  Contract"),  surface leases,
farmin  agreements,   farmout  agreements,   bottom  hole  agreements,   acreage
contribution  agreements,  operating  agreements,  unit  agreements,  processing
agreements,  options, leases of equipment or facilities, and all other contracts
and agreements that are appurtenant to the Properties or used or held for use in
connection  with the  ownership  or operation of the  Properties  (the  "Related
Agreements");  and all of OXY's  right,  title and interest in and to all of the
real, personal and mixed property located on and used solely in the operation of
the Properties, including, but not limited to (i) all wells, wellhead equipment,
fixtures   (including,   but  not  limited  to,  field   separators  and  liquid
extractors), pipe, casing and tubing, (ii) all production,  gathering, treating,
processing,  compression,   dehydration,  salt  water  disposal,  and  injection
equipment and  facilities,  (iii) all tanks,  machines,  equipment,  vessels and
other facilities (collectively called the "Facilities").

         Assignee  acknowledges  and  represents  that prior to  accepting  this
Assignment and Bill of Sale, it conducted  such  inspection of the Properties as
it  deemed  reasonably  prudent,   made  itself  familiar  with  the  operations
previously   conducted  thereon  and  satisfied  itself  as  to  the  risks  and
obligations assumed hereunder.

                                       17


<PAGE>


         Assignee agrees to comply with all laws and with all rules, regulations
and orders of all municipal, state and federal agencies and regulatory bodies in
the conduct of all operations by Assignee in and on the lands covered hereby.

         This  Assignment and Bill of Sale is made subject to the provisions and
conditions of that certain Agreement for the Purchase and Sale of Domestic Crude
Oil executed the 31st day of August,  1983, by and between Occidental  Petroleum
Corporation,  et al.,  and  CITGO  Petroleum  Corporation,  et al.  (the  "CITGO
Contract"), and CITGO's purchase option thereunder.

         This Assignment and Bill of Sale is made in accordance with and subject
to the  provisions and  conditions  contained in that certain  Purchase and Sale
Agreement  with OXY USA Inc.,  dated  December  22,  1997,  which is made a part
hereof by reference. In the event of a conflict between the terms and conditions
of this  Agreement  and the Purchase and Sale  Agreement the terms of the latter
shall control.

         Assignor  reserves  the right to retain the  originals  of and/or  have
access, and at Assignor's expense,  the right to copy, excerpt from or reproduce
any records to the extent necessary for:

(a) federal, local or state regulatory or tax matters affecting Assignor,

(b) the  resolution  of any  existing  disputes  or contract  compliance  issues
affecting Assignor and related to the properties, or

(c) other  matters or disputes  relating to  Assignor's  prior  ownership  of or
liability with respect to the said lease and lands.

         The reservations herein made and the provisions and covenants contained
therein shall attach to and run with the lease(s)  assigned and the lands herein
described  or referred to and shall be binding  upon and inure to the benefit of
Assignor and Assignee and their  respective  heirs,  administrators,  executors,
devisees, trustees, successors and assigns.

         This Assignment and Bill of Sale shall be effective for all purposes as
of the September 1, 1997, at 7:00 A.M., Central Daylight Time.

         TO HAVE AND TO HOLD the same unto the said Assignee, its successors and
assigns  according to the terms and  conditions  of the Oil and Gas Leases,  the
said  Assignee  to perform  all of the  conditions,  obligations  and  covenants
thereof and the terms hereof.

         EXCEPT AS TO ALL THOSE  LAWFULLY  CLAIMING  OR TO CLAIM THE SAME OR ANY
PART THEREOF, BY, THROUGH OR UNDER ASSIGNOR, THIS ASSIGNMENT AND BILL OF SALE IS
MADE WITHOUT WARRANTY OF TITLE,  EITHER EXPRESS OR IMPLIED AND, AS SAME PERTAINS
TO ALL WELLS,  MATERIALS AND EQUIPMENT  COVERED HEREBY,  THIS ASSIGNMENT IS MADE
WITHOUT  WARRANTY,  EXPRESS OR IMPLIED,  AS TO  MERCHANTABILITY  AND FITNESS FOR
PARTICULAR PURPOSE, AND ASSIGNEE ACCEPTS SUCH WELLS, MATERIALS AND EQUIPMENT "AS
IS".

         IN  WITNESS  WHEREOF,  the said OXY USA Inc.,  as  Assignor,  and SWIFT
ENERGY  COMPANY,  as Assignee,  have caused their names to be affixed as of this
22nd day of December,  1997,  and this  Assignment  shall be effective as of the
effective date herein stated.

                                       18


<PAGE>

                                     ASSIGNOR
                                     OXY USA INC.

                                     By: ----------------------------------
                                     Name:      E. J. Hanley
                                     Title:     Attorney-In-Fact



                                     ASSIGNEE
                                     SWIFT ENERGY COMPANY

                                     By: ----------------------------------
                                     Name:      Terry E. Swift
                                     Title:     President




THE STATE OF TEXAS         S
                           S       SS:
COUNTY OF HARRIS           

         This instrument was acknowledged before me on the 22nd day of December,
1997,  on  behalf  of OXY USA  Inc.,  a Texas  corporation,  by E. J.  Hanley as
Attorney-In-Fact, on behalf of said corporation.


(SEAL)                                      ------------------------------------
                                            Notary Public in and for the
                                            State of Texas



THE STATE OF TEXAS         S
                           S       SS:
COUNTY OF HARRIS           S

         This instrument was acknowledged before me on the 22nd day of December,
1997, on behalf of Swift Energy Company,  a Texas  corporation by Terry E. Swift
as President of Swift Energy Company, on behalf of said corporation.


(SEAL)                                      ------------------------------------
                                            Notary Public in and for the
                                            State of Texas


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<PAGE>


EXHIBIT "D"  -    Attached to and made a part of that certain Purchase and Sale
                  Agreement between OXY USA Inc. and SWIFT ENERGY COMPANY,
                  effective September 1, 1997.



                              LITIGATION AND CLAIMS

         1. Robert C. Bertolet,  et al. vs. CITGO Petroleum  Corp., et al., Case
         #97-066, Chancery Court, Adams County, Mississippi

         Plaintiffs allege antitrust, combination and conspiracy to fix, depress
         and  maintain  artificially  low prices for crude oil in  violation  of
         Mississippi antitrust laws.

         2.  Various  litigations  seeking  "class  certification"  for  royalty
         payments based on "posted price".


         a)       Mary Alma Powell,  et al vs.  Occidental  Petroleum  Corp., et
                  al., as filed in the County Court of Panola County, Texas.

         b)       Cameron Parish School Board vs. Texaco, Inc., et al., as filed
                  in  the  38th  Judicial   District   Court,   Cameron  Parish,
                  Louisiana.


NOTE:             OXY retains  responsibility  for the above  litigation  and to
                  indemnify  and hold Buyer  harmless  from and against the same
                  pursuant to Paragraph 11 of this agreement.

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