Exhibit 10.17 Amended and Restated Purchase and Sale Agreement between Registrant
      and Orion Energy Partners LP


    EXECUTION
      VERSION

    
      	 


    

     

    Exhibit
      10.17

     

    AMENDED
      AND RESTATED PURCHASE AND SALE AGREEMENT

    


    By
      and
      Between

    


    Berry
      Petroleum Company

    


    and

    


    Orion
      Energy Partners L.P.

     

     

    


    February
      23, 2006

     

     

     

    
      	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    TABLE
      OF
      CONTENTS

     

    
      	 	 	 	Page 
	 	 	 	 
	
              Section
                1.   

            	 	
              Definitions

            	
              2

            
	 	 	 	 
	
              Section
                2.   

            	 	
              Transfer
                of POC Units; Purchase Price

            	
              7

            
	 	 	 	 
	
              2.1  
                

            	 	
              Purchase
                and Sale

            	
              7

            
	
              2.2  
                

            	 	
              Deposit

            	
              7

            
	
              2.3  
                

            	 	
              Purchase
                Price

            	
              7

            
	
              2.4  
                

            	 	
              Closing

            	
              8

            
	
              2.5  
                

            	 	
              Payment

            	
              8

            
	
              2.6  
                

            	 	
              Further
                Assurances

            	
              8

            
	 	 	 	 
	
              Section
                3.   

            	
            	
              Representations
                and Warranties of the Company

            	
              9

            
	 	 	 	 
	
              3.1  
                

            	 	
              Making
                of Representations and Warranties

            	
              9

            
	
              3.2  
                

            	 	
              Authority

            	
              9

            
	
              3.3  
                

            	 	
              Execution,
                Delivery; Valid and Binding Agreement

            	
              9

            
	
              3.4  
                

            	 	
              No
                Breach

            	
              9

            
	
              3.5  
                

            	 	
              Governmental
                Authorities; Consents

            	
              9

            
	
              3.6  
                

            	 	
              Ownership
                of POC Units

            	
              9

            
	
              3.7  
                

            	 	
              Company
                Organization; Qualification

            	
              10

            
	
              3.8  
                

            	 	
              POC

            	
              10

            
	
              3.9  
                

            	 	
              [Intentionally
                Omitted]

            	
              10

            
	
              3.10

            	 	
              Absence
                of Undisclosed Liabilities

            	
              10

            
	
              3.11

            	 	
              No
                Material Adverse Changes

            	
              10

            
	
              3.12

            	 	
              Title
                to Properties

            	
              11

            
	
              3.13

            	 	
              Tax
                Matters

            	
              11

            
	
              3.14

            	 	
              Contracts

            	
              12

            
	
              3.15

            	 	
              Litigation
                Against the Company

            	
              13

            
	
              3.16

            	 	
              Employee
                Matters

            	
              13

            
	
              3.17

            	 	
              Insurance

            	
              13

            
	
              3.18

            	 	
              Compliance
                with Laws; Permits

            	
              13

            
	
              3.19

            	 	
              Brokerage

            	
              13

            
	
              3.20

            	 	
              PGR
                Leases and PGR Wells

            	
              13

            
	
              3.21

            	 	
              Marketing

            	
              13

            
	
              3.22

            	 	
              Change
                in Property Condition

            	
              14

            
	
              3.23

            	 	
              Environmental
                Protection

            	
              14

            
	
              3.24

            	 	
              Warranties
                and Representations

            	
              14

            
	 	 	 	 
	
              Section
                4.   

            	 	
              Title
                Matters

            	
              16

            
	 	 	 	 
	
              4.1  
                

            	 	
              Purchase
                Price Adjustments for Defective Interests

            	
              16

            
	
              4.2  
                

            	 	
              Interest
                Additions

            	
              17

            
	
              4.3  
                

            	 	
              Title
                Dispute Resolution

            	
              17

            
	
              4.4  
                

            	 	
              Termination

            	
              18

            
	
              4.5  
                

            	 	
              Preferential
                Rights

            	
              18

            
	 	 	 	 
	
              Section
                5.   

            	 	
              Covenants
                of the Company

            	
              19

            
	 	 	 	 
	
              5.1  
                

            	 	
              Conduct
                of Business

            	
              19

            
	
              5.2  
                

            	 	
              Access
                to Information; Confidentiality

            	
              19

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    TABLE
      OF CONTENTS

    (continued)

     

    
      	 	 	 	Page 
	 	 	 	 
	
              5.3  
                

            	 	
              Conditions

            	
              20

            
	
              5.4  
                

            	 	
              Exclusive
                Dealings

            	
              21

            
	
              5.5  
                

            	 	
              Redemption
                of PGR LLC Interests

            	
              21

            
	
              5.6  
                

            	 	
              Deliveries

            	
              21

            
	 	 	 	 
	
              Section
                6.   

            	 	
              Representations
                and Warranties of Buyer

            	
              22

            
	 	 	 	 
	
              6.1  
                

            	 	
              Making
                of Representations and Warranties

            	
              22

            
	
              6.2  
                

            	 	
              Organization
                of Buyer

            	
              22

            
	
              6.3  
                

            	 	
              Authority
                of Buyer

            	
              22

            
	
              6.4  
                

            	 	
              Execution,
                Delivery; Valid and Binding Agreement

            	
              22

            
	
              6.5  
                

            	 	
              No
                Breach

            	
              22

            
	
              6.6  
                

            	 	
              Litigation

            	
              22

            
	
              6.7  
                

            	 	
              Governmental
                Authorities; Consents

            	
              22

            
	
              6.8  
                

            	 	
              Financing

            	
              23

            
	
              6.9  
                

            	 	
              Brokerage

            	
              23

            
	
              6.10

            	 	
              Investment
                Representations

            	
              23

            
	 	 	 	 
	
              Section
                7.   

            	 	
              Covenants
                of Buyer

            	
              24

            
	 	 	 	 
	
              7.1  
                

            	 	
              Confidentiality

            	
              24

            
	
              7.2  
                

            	 	
              Compliance

            	
              24

            
	
              7.3  
                

            	 	
              Conditions

            	
              24

            
	
              7.4  
                

            	 	
              Due
                Diligence

            	
              24

            
	
              7.5  
                

            	 	
              Notification

            	
              25

            
	
              7.6  
                

            	 	
              Payment

            	
              25

            
	
              7.7  
                

            	 	
              Deliveries

            	
              25

            
	 	 	 	 
	
              Section
                8.   

            	 	
              [Intentionally
                Omitted]

            	
              25

            
	 	 	 	 
	
              Section
                9.   

            	 	
              Conditions

            	
              25

            
	 	 	 	 
	
              9.1  
                

            	 	
              Conditions
                to the Obligations of Buyer

            	
              25

            
	
              9.2  
                

            	 	
              Conditions
                to Obligations of the Company

            	
              26

            
	 	 	 	 
	
              Section
                10. 

            	 	
              Termination
                of Agreement; Rights to Proceed

            	
              27

            
	 	 	 	 
	
              10.1

            	 	
              Termination

            	
              27

            
	
              10.2

            	 	
              Effect
                of Termination

            	
              27

            
	 	 	 	 
	
              Section
                11.  

            	 	
              Miscellaneous

            	
              28

            
	 	 	 	 
	
              11.1

            	 	
              Fees
                and Expenses

            	
              28

            
	
              11.2

            	 	
              Survival
                of Representations and Warranties

            	
              28

            
	
              11.3

            	 	
              Indemnification
                by the Company

            	
              28

            
	
              11.4

            	 	
              Indemnification
                by Buyer

            	
              28

            
	
              11.5

            	 	
              Limitations
                on Indemnity

            	
              28

            
	
              11.6

            	 	
              Governing
                Law; Consent to Jurisdiction

            	
              28

            
	
              11.7

            	 	
              Arbitration

            	
              29

            
	
              11.8

            	 	
              Notices

            	
              29

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

    

     

    
      	 	 	 	Page 
	 	 	 	 
	
              11.9  
                

            	 	
              Entire
                Agreement

            	
              31

            
	
              11.10

            	 	
              Severability

            	
              31

            
	
              11.11

            	 	
              Assignability;
                Binding Effect

            	
              31

            
	
              11.12

            	 	
              Captions
                and Gender

            	
              31

            
	
              11.13

            	 	
              Execution
                in Counterparts/Third Party Beneficiaries

            	
              31

            
	
              11.14

            	 	
              Amendments

            	
              31

            
	
              11.15

            	 	
              Publicity
                and Disclosures

            	
              32

            
	
              11.16

            	 	
              Disclosure
                Schedules

            	
              32

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      
        TABLE
          OF CONTENTS

        (continued)

      

    

    


    SCHEDULES

     

    
      	
              Schedule
                3.5

            	 	
              Consents
                and Approvals

            
	
              Schedule
                3.8

            	 	
              POC
                Consents

            
	
              Schedule
                3.10

            	 	
              Liabilities

            
	
              Schedule
                3.11

            	 	
              Material
                Adverse Changes

            
	
              Schedule
                3.14

            	 	
              Contracts

            


    

     

     

    EXHIBITS

     

    
      	
              Exhibit
                A

            	 	
              PGR
                Leases & PGR Wells

            
	
              Exhibit
                B

            	 	
              Form
                of Assignment for Transfer of POC Units

            
	
              Exhibit
                C

            	 	
              Form
                of Assignment and Bill of Sale for Direct Assignment

            
	
              Exhibit
                D

            	 	
              Form
                of Opinion of the Company’s Counsel

            
	
              Exhibit
                E

            	 	
              Form
                of Non-Competition Agreement

            
	
              Exhibit
                F

            	 	
              Form
                of Escrow Agreement

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    AMENDED
      AND RESTATED PURCHASE AND SALE AGREEMENT

     

    THIS
      AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (“Agreement”)
      dated
      as of February 23, 2006 by and between Berry Petroleum Company, a Delaware
      corporation (“Buyer”)
      and
      Orion Energy Partners L.P., a Delaware limited partnership (the “Company”).
      Unless herein otherwise defined, capitalized terms used in this Agreement are
      defined in Section 1.

     

    RECITALS

     

    WHEREAS,
      Buyer, the Company and the holders of equity securities of the Company entered
      into that certain Purchase and Sale Agreement dated as of January 26, 2006
      (the
“Original
      Agreement”);
      

     

    WHEREAS,
      the Original Agreement contemplated that Buyer and the Company would execute
      this Agreement if the Company was able to obtain the requisite consents and
      approvals to allow it to transfer and assign the PGR LLC Interests (as defined
      below) to a newly formed, wholly owned subsidiary of the Company and to sell
      its
      interest in such wholly owned subsidiary to Buyer and if the Company elected
      to
      proceed in such manner;

     

    WHEREAS,
      the Company owns 50% of the issued and outstanding limited liability company
      interests (the “PGR
      LLC Interests”)
      of
      Piceance Gas Resources, LLC, a Colorado limited liability company (“PGR”).
      PGR
      owns certain rights and interests in and to the leasehold estates created by
      the
      oil and gas leases described on Exhibit A
      hereto
      (the “PGR
      Leases”)
      and
      the oil and gas wells located on the PGR Leases (the “PGR Wells”)
      and
      other real and personal properties described on Exhibit
      A
      (collectively, the “PGR
      Assets”);

     

    WHEREAS,
      the Company has obtained such consents and approvals to transfer and assign
      its
      PGR LLC Interests to Piceance Operating Company, LLC, a Colorado limited
      liability company (“POC)
      formed
      for the purposes of holding the Company’s PGR LLC Interest and the PGR Assets,
      and elects to sell its 100% interest in POC (the “POC
      Units”)
      to
      Buyer under this Agreement;

     

    WHEREAS,
      prior to the Closing Date (as defined herein), the Company will transfer and
      assign the PGR LLC Interests to POC and cause POC to redeem all of the PGR
      LLC
      Interests in consideration of the assignment by PGR to POC of a direct interest
      in POC’s proportionate share of the PGR Assets as reflected on Exhibit
      A
      hereto
      (the “Direct
      Assignment”).
      After
      the Direct Assignment, the term “PGR Assets” shall refer to POC’s direct
      percentage interest in the PGR Assets. 

     

    WHEREAS,
      the Company desires to sell to Buyer and Buyer desires to acquire from the
      Company all of the POC Units.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties, covenants
      and agreements, and upon the terms and subject to the conditions, herein set
      forth, the parties hereto agree as follows:

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                1.

            	
              Definitions.

            


    

     

    In
      addition to any terms defined elsewhere in this Agreement, unless otherwise
      specifically provided herein, the following terms shall have the following
      meanings for all purposes when used in this Agreement, and in any note,
      agreement, certificate, report or other document made or delivered in connection
      with this Agreement:

     

    (a)    “Affiliate”
means,
      with respect to any specified Person, any other Person directly or indirectly
      controlled by or under common control with such specified Person; provided
      that
      the Company shall not be considered an Affiliate of any Seller.

     

    (b)    “Allocated
      Value”
The
      term “Allocated Value” shall mean the value allocated to the PGR Leases as set
      forth in Exhibit
      A.

     

    (c)    “BLM”
means
      the Federal Bureau of Land Management.

     

    (d)    “Defect
      Value”
means
      the amount by which the Allocated Value of a Defective Interest has been reduced
      by a Title Defect. In determining which portion of a PGR Lease is a Defective
      Interest, it is the intent of the parties to include, to the extent possible,
      only that portion of the PGR Lease materially and adversely affected by the
      defect. The Defect Value shall be determined by the parties in good faith taking
      into account all relevant factors, including without limitation, the
      following:

     

    (1)    If
      the
      Title Defect is a lien or encumbrance on the PGR Lease, the Defect Value shall
      be the cost of removing such lien or encumbrance.

     

    (2)    If
      the
      Title Defect is an actual reduction in NRI, the Defect Value shall be the
      Allocated Value for the particular PGR Lease, proportionately reduced by the
      ratio of the actual NRI to the represented NRI.

     

    (3)    If
      the
      Title Defect does not fall into subsection (1) or (2), then the Defect
      Value shall be determined by the parties in good faith, taking into account
      all
      relevant factors, including without limitation, the following: 

     

    (A)   The
      Allocated Value of the affected PGR Lease;

     

    (B)    The
      current status of the Defective Interest (i.e.,
      proved
      developed producing, etc.) and if such interest is producing, the present value
      of the future cash flow, net of capital expenditures, expected to be generated
      therefrom;

     

    (C)    If
      the
      Title Defect represents only a possibility of title failure, the probability
      that such failure will occur; and

     

    (D)   The
      legal
      effect of the Title Defect.

     

    (e)    “Defective
      Interest”
means
      a
      PGR Lease affected by a Title Defect that reduces the Allocated Value of the
      affected PGR Lease by more than One Hundred Fifty Thousand Dollars
      ($150,000.00).

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (f)    “Defensible
      Title”
The
      term “Defensible Title” with respect to the PGR Wells and PGR Leases means such
      title to the PGR Wells and PGR Leases, as reflected in the records of the county
      or counties where the PGR Assets are located as of the Closing, that, subject
      to
      and except for Permitted Encumbrances: (i) entitles PGR to receive not less
      than the net revenue interest for the formations set forth for each PGR Well
      and
      PGR Lease on Exhibit
      A
      (“NRI”);
      (ii) obligates PGR to bear costs and expenses relating to the maintenance,
      development, operation and the production of hydrocarbons from the formations
      from each PGR Well and PGR Lease in an amount not greater than the working
      interest set forth in Exhibit
      A
      (“WI”);
      and
      (iii) is free and clear of liens, encumbrances and defects.

     

    (g)    “Environmental
      Assessment”
has
      the
      meaning set forth in Section 5.2(c).

     

    (h)    “GAAP”
means
      generally accepted accounting principles in effect in the United States of
      America from time to time, applied on a consistent basis which are applicable
      as
      of the date on which any calculation is to be made under this Agreement or
      as of
      the date on which any financial statement is to be prepared under this
      Agreement.

     

    (i)    “General
      Partner”
shall
      mean Orion Energy Partners, Inc., a Delaware corporation, the general partner
      of
      the Company.

     

    (j)    “JOA”
means
      the AAPL form Joint Operating Agreement initialed by the members of PGR on
      February 16 and ratified and adopted by the members of PGR as of February 14,
      2005.

     

    (k)    “Losses”
shall
      mean losses, damages, claims and costs (including reasonable attorneys’ fees and
      expenses, but excluding consequential, incidental, exemplary and punitive
      damages). 

     

    (l)    “Permitted
      Encumbrances”
shall
      mean:

     

    (1)    lessors’
      royalties, overriding royalties, proceeds interests, net profits interests,
      production payments, reversionary interests and similar burdens if the net
      cumulative effect of such burdens does not operate to reduce the NRIs below
      those set forth on Exhibit
      A;

     

    (2)    statutory
      liens for Taxes or assessments not yet due and delinquent or, if delinquent,
      that are being contested in good faith in the normal course of
      business;

     

    (3)    all
      rights to consent by, required notices to, filings with, or other actions by
      federal, state or local governmental bodies, in connection with the conveyance
      of the applicable PGR Leases if the same are customarily sought after such
      conveyance;

     

    (4)    rights
      of
      reassignment contained in any PGR Leases providing for reassignment upon the
      surrender or expiration of any PGR Leases;

     

    (5)    easements,
      rights-of-way, servitudes, permits, surface leases and other rights with respect
      to surface operations, on, over or in respect of any of the PGR Leases or any
      restriction on access thereto that do not materially interfere with the
      operation of the affected PGR Wells or PGR Leases; 


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (6)    such
      Title Defects as Buyer has waived;

     

    (7)    the
      terms
      and conditions of the Contracts to the extent such terms and conditions do
      not
      cause the NRI to be less than or the WI to be more than as set forth in
Exhibit
      A
      for the
      applicable PGR Wells or PGR Leases;

     

    (8)    statutory
      materialmens’, mechanics’, operators’ or other similar liens arising in the
      ordinary course of business incidental to operation of the PGR Wells or PGR
      Leases (i) if such liens and charges have not been filed pursuant to law
      and the time for filing such liens and charges has expired, (ii) if filed,
      such liens and charges have not yet become due and payable or payment is being
      withheld as provided by law, or (iii) if the validity of any such lien is
      being contested in good faith by appropriate action;

     

    (9)    rights
      reserved to or vested in any federal, state or local governmental body,
      authority or agency to control or regulate any of the PGR Wells or PGR Leases
      in
      any manner; and all applicable laws, rules, regulations and orders of general
      applicability in the area of the PGR Leases; 

     

    (10)         
      any
      required third party consents to assignments of Contracts or property and
      similar agreements burdening any of the PGR Leases (excluding those covered
      by
      the provisions of Section 4.5 which shall be exclusively dealt with pursuant
      to
      Section 4.5);

     

    (11)         
      liens
      arising under operating agreements, unitization and pooling agreements and
      production sales contracts securing amounts (i) not yet delinquent or, (ii)
      if
      delinquent, being contested in good faith in the ordinary course of
      business;

     

    (12)         
      all
      matters of record as of the date of this Agreement unless the matter has
      properly been identified as a Title Defect in a Notice of Defective
      Interests;

     

    (13)         
      any
      defects, irregularities or deficiencies in title to easements, rights-of-way
      or
      other agreements that, individually or in the aggregate, do not materially
      adversely affect the ownership, operation, value or use of any of the PGR Wells
      or PGR Leases; 

     

    (14)         
      carried
      interests described in Section 7 of the Membership Interest Purchase Agreement
      between the Company and PGR Partners, LLC dated February 16, 2005;
      and

     

    (15)         
      all
      other
      liens, charges, encumbrances, instruments, obligations, defects and
      irregularities affecting the PGR Wells or PGR Leases that do not (or would
      not
      upon foreclosure or other enforcement) reduce the NRI set forth in Exhibit A
      nor
      prevent the receipt of proceeds of production therefrom, nor increase the share
      of costs above the working interest set forth in Exhibit A
      nor are
      such, individually or in the aggregate, as materially interfere with or detract
      from the ownership, operation, value or use of any of the PGR Wells or PGR
      Leases.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    (m)    “Person”
means
      any individual, corporation, limited or general partnership, limited liability
      company, business trust, or other association or business entity created and/or
      recognized by State statute, or governmental entity.

     

    (n)    “PGR
      LLC Agreement”
means
      the Limited Liability Company Agreement of PGR, dated effective as of February
      14, 2005, among the members of PGR.

     

    (o)    “POC
      LLC Agreement”
means
      the Operating Agreement of POC, dated December 12, 2005 between POC and the
      Company.

     

    (p)    “Subsidiary”
means
      any entity of which securities or other ownership interests having ordinary
      voting power to elect a majority of the board of directors or other persons
      performing similar functions are at the time directly or indirectly owned by
      the
      Company.

     

    (q)    “Taxes”
means
      all taxes, charges, fees, levies, or other assessments, including, without
      limitation, all income, gross income, gross receipts, sales, use ad valorem,
      transfer, franchise, profits, license, withholding, payroll, employment, social
      security, unemployment, excise, estimated, production, severance (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), occupation,
      property, or other taxes, fees, assessments, or charges of any kind whatsoever,
      including, without limitation, all interest and penalties thereon, and additions
      to tax or additional amounts imposed by any taxing authority upon the Company,
      POC or PGR.

     

    (r)    “Tax
      Returns”
means
      any return, declaration, report, claim for refund or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

     

    (s)    “Title
      Defect”
means
      any lien, encumbrance, adverse claim, defect in or objection to real property
      title, excluding Permitted Encumbrances, that alone or in combination with
      other
      defects renders PGR’s title to the particular PGR Wells or PGR Leases less than
      Defensible Title. Notwithstanding the foregoing, the following shall not be
      considered Title Defects:

     

    (1)    defects
      based solely on an assertion that PGR’s files lack information, provided that
      any missing information material to the evaluation of the PGR Leases can be
      obtained by the reasonable efforts of Buyer;

     

    (2)    defects
      in the early chain of title consisting of the failure to recite marital status
      in a document or omissions of successors of heirship or estate proceedings,
      unless Buyer provides a reasonable basis for the assertion that such failure
      or
      omission has resulted in another party’s actual and superior claim of title to
      the relevant PGR Lease;


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (3)    defects
      arising out of lack of survey, unless a survey is required by applicable
      law;

     

    (4)    defects
      arising out of lack of corporate or other entity authorization unless Buyer
      provides a reasonable basis for the assertion that the action was not authorized
      and results in another party’s actual and superior claim of title to the
      particular PGR Well or PGR Lease;

     

    (5)    defects
      that are defensible by possession under applicable statutes of limitation for
      adverse possession or for prescription;

     

    (6)    defects
      asserting a change in WI or NRI based on a change in drilling and spacing units,
      tract allocation or other changes in pool or unit participation occurring after
      the date of this Agreement;

     

    (7)    title
      requirements customarily considered as advisory or waivable as a matter of
      prudent business judgment. 

     

    The
      following terms have the meanings set forth in the Section opposite such
      term:

     

    
      	
              Term

            	 	
              Section

            
	 	 	 
	
              Adjusted
                Purchase Price

            	 	
              2.3(a)

            
	
              Breach

            	 	
              10.2

            
	
              Buyer
                Representatives

            	 	
              7.4

            
	
              Buyer
                Indemnified Persons

            	 	
              11.3

            
	
              Closing

            	 	
              2.4

            
	
              Closing
                Date

            	 	
              2.4

            
	
              Closing
                Statement

            	 	
              2.3(b)

            
	
              Code

            	 	
              3.13(g)

            
	
              Contracts

            	 	
              3.14

            
	
              CPR
                Rules

            	 	
              11.4

            
	
              Defect
                Notice Date

            	 	
              4.1(a)

            
	
              Defensible
                Title

            	 	
              1(h)

            
	
              Deposit

            	 	
              2.2

            
	
              Direct
                Assignment

            	 	
              Recitals

            
	
              Interest
                Additions

            	 	
              4.2

            
	
              NRI

            	 	
              1(h)

            
	
              Original
                Agreement

            	 	
              Recitals

            
	
              Permits

            	 	
              3.20(b)

            
	
              Permitted
                Encumbrances

            	 	
              1(p)

            
	
              PGR

            	 	
              Recitals

            
	
              PGR
                Assets

            	 	
              Recitals

            
	
              PGR
                Financial Statements

            	 	
              3.9

            
	
              PGR
                Leases

            	 	
              Recitals

            
	
              PGR
                LLC Interests

            	 	
              Recitals

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

    


    
      	
              Term

            	 	
              Section

            
	 	 	 
	
              PGR
                Wells

            	 	
              Recitals

            
	
              POC

            	 	
              Recitals

            
	
              POC
                Units

            	 	
              Recitals

            
	
              Purchase
                Price

            	 	
              2.3(a)

            
	
              Purchase
                Price Adjustment

            	 	
              2.3(c)

            
	
              SEC

            	 	
              5.2(b)

            
	
              Seller
                Indemnified Persons

            	 	
              11.4

            
	
              Survival
                Period

            	 	
              11.2

            
	
              Termination
                Date

            	 	
              10.1(b)

            
	
              Title
                Defect Adjustment

            	 	
              4.1(b)(1)

            
	
              Title
                Threshold Amount

            	 	
              4.1(b)

            
	
              Value
                of Interest Addition

            	 	
              4.2

            
	
              WI

            	 	
              1(h)

            


    

    


    
      	
              Section
                2.

            	
              Transfer
                of POC Units; Purchase Price.

            


    

     

    2.1   Purchase
      and Sale.
      Upon
      the terms and subject to the conditions of this Agreement, the Company agrees
      to
      sell to Buyer and Buyer agrees to purchase from the Company, the POC
      Units.

     

    2.2   Deposit.
      On the
      date of the Original Agreement, Buyer paid to the Company the sum of Seven
      Million Five Hundred Thousand Dollars ($7,500,000) as a deposit (the
“Deposit”)
      to be
      credited to the Adjusted Purchase Price at Closing. The Deposit shall be
      refunded to Buyer if, and only if, this Agreement is terminated pursuant to
      Section 10.1 so long as such termination is not the result of Buyer’s
      Breach. The Deposit shall not be interest bearing.

     

    2.3   Purchase
      Price

     

    (a)    Purchase
      Price.
      The
      purchase price (the “Purchase
      Price”)
      to be
      paid by Buyer to the Company for the POC Units shall be One Hundred Fifty
      Million Dollars ($150,000,000), which as adjusted pursuant to
      Section 2.3(c) shall be referred to as the “Adjusted
      Purchase Price.”

     

    (b)    Closing
      Statement.
      The
      Company will prepare and deliver to Buyer at least two business days prior
      to
      Closing a closing statement related to the PGR Assets as of the Closing Date
      (the “Closing
      Statement”).
      The
      Closing Statement shall reflect the various adjustments to the Purchase Price
      provided in Section 2.3(c) based on operational activities with respect to
      the
      PGR Assets from October 1, 2005 until the Closing Date and any Title Defect
      Adjustment or Interest Addition Adjustment. Such Closing Statement shall include
      the calculations used in determining the Title Defect Adjustment and the
      Interest Addition Adjustment and shall set forth the Adjusted Purchase
      Price.

     

    (c)    Purchase
      Price Adjustment.
      The
      Purchase Price shall be adjusted as follows:

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    (i)    The
      Purchase Price shall be increased
      for the
      Company’s allocable share of costs, expenses and other liabilities with respect
      to the PGR Assets incurred and paid by the Company after September 30, 2005
      and
      prior to the Closing Date and the Company’s allocable share of costs and
      expenses with respect to the PGR Assets incurred after September 30, 2005 and
      to
      be paid by the Company after Closing, including but not limited to, drilling
      and
      completion costs, land costs, facilities costs, lease operating costs and
      geological consulting fees;

     

    (ii)   The
      Purchase Price shall be increased
      by the
      cost of the field inventories to be transferred to Buyer at Closing;


     

    (iii)         
      The
      Purchase Price shall be reduced
      for the
      Company’s allocable share of revenues with respect to the PGR Assets
      attributable to production periods subsequent to September 30, 2005 and received
      by the Company prior to the Closing Date, less the amount of royalties,
      severance and ad valorem taxes attributable to such revenues;

     

    (iv)         
      The
      Purchase Price shall be reduced
      for
      accrued ad valorem, property, production, severance 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 with respect to the PGR
      Assets to which Buyer is subject or will be liable; and

     

    (v)   The
      Purchase Price will be reduced
      by any
      Title Defect Adjustments as calculated pursuant to Section 4.1 and
increased
      by any
      Interest Addition Adjustment as calculated pursuant to Section 4.2.

     

    2.4   Closing.
      Subject
      to the satisfaction or waiver of the closing conditions set forth in Sections
      9.1 and 9.2, the closing (the “Closing”)
      of the
      purchase and sale of the POC Units shall take place at the offices of Davis
      Graham & Stubbs LLP at 10:00 a.m. Mountain time on March 1, 2006 or
      such earlier or later date as the parties agree (the “Closing
      Date”).
      Except as otherwise expressly provided in this Agreement or in any document
      contemplated by this Agreement, all matters at the Closing shall be considered
      to take place simultaneously and no delivery of any documents shall be deemed
      complete until all transactions and deliveries of documents are
      completed.

     

    2.5   Payment.
      At the
      Closing, Buyer shall deliver the Adjusted Purchase Price minus the amount of
      the
      Deposit and the amount of the Escrow Account, if any, to the Company. The amount
      of the Escrow Account, if any, shall be paid at Closing to the Escrow
      Agent.

     

    2.6   Further
      Assurances.
      At any
      time prior to, and from time to time after, the Closing, the parties hereto
      shall, at the request of the other and without further consideration, execute
      and deliver further instruments or documents as the other parties hereto may
      reasonably require to evidence or otherwise facilitate the consummation of
      the
      transactions contemplated hereby.


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                3.

            	
              Representations
                and Warranties of the Company.

            


    

     

    3.1   Making
      of Representations and Warranties.
      The
      Company hereby makes to Buyer the representations and warranties contained
      in
      this Section 3. The representations and warranties of the Company are hereby
      qualified by reference to the Disclosure Schedules attached hereto. References
      to the “knowledge” of the Company shall mean the actual knowledge, after
      reasonable inquiry, of James D. Lightner, Thomas W. Dyk,
      Daniel G. Blanchard, Douglas R. Harris or Rodney G.
      Mellott.

     

    3.2   Authority.
      The
      Company has the full right, authority and power to enter into this Agreement
      and
      each agreement, document and instrument to be delivered by the Company, pursuant
      to this Agreement and to carry out the transactions contemplated hereby and
      thereby.

     

    3.3   Execution,
      Delivery; Valid and Binding Agreement.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation of the transactions contemplated hereby have been duly and validly
      authorized by all requisite partnership action as may be applicable to the
      Company, and no other proceedings are necessary to authorize the execution,
      delivery and performance of this Agreement. This Agreement has been duly
      executed and delivered by the Company and constitutes the valid and binding
      obligation of the Company, enforceable in accordance with its terms, except
      as
      such enforcement may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws of general application affecting
      enforcement of creditors’ rights or by general principles of
      equity.

     

    3.4   No
      Breach.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby (i) do
      not and will not violate any provision of the organizational documents of the
      Company, POC or PGR; (ii) do not and will not violate any federal, state or
      local laws or regulations applicable to the Company, POC or PGR or any of their
      respective properties or assets; (iii) do not and will not result in the
      creation of any lien, security interest, charge or encumbrance upon any of
      the
      PGR Assets or the POC Units, and (iv) do not and will not result in a material
      breach of, constitute a material default under, accelerate any material
      obligation under or give rise to a right of termination under any indenture
      or
      loan agreement or any other material agreement or contract to which the Company,
      POC or PGR is a party. 

     

    3.5   Governmental
      Authorities; Consents.
      Except
      as set forth in Schedule
      3.5,
      the
      Company is not required to submit any notice, report or other filing with any
      governmental authority in connection with the execution or delivery of this
      Agreement or the consummation of the transactions contemplated hereby. Except
      as
      set forth in Schedule
      3.5,
      no
      consent, approval or authorization of any governmental or regulatory authority
      or any other party or person is required to be obtained by the Company in
      connection with its execution, delivery and performance of this Agreement or
      the
      transactions contemplated hereby. Schedule
      3.5
      shall
      provide the required timing for obtaining or making application or filing with
      respect to the scheduled consents, approvals or authorizations.

     

    3.6   Ownership
      of POC Units.
      The
      Company owns all right, title and interest in and to the POC Units free and
      clear of any security interests, claims, liens, pledges, options, encumbrances,
      charges, agreements, voting trusts, proxies or other arrangements, restrictions
      or limitations of any kind (except for security interests that will be released
      prior to or at the Closing). The POC Units represent all of the outstanding
      interests in the profits, losses and capital of POC. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    3.7   Company
      Organization; Qualification.
      The
      Company is a limited partnership duly formed, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite power
      and
      authority to own and operate its properties and to carry on its business as
      now
      conducted. The Company is qualified to do business as a foreign limited
      partnership in every jurisdiction in which the nature of its business or its
      ownership of property requires it to be so qualified except for those
      jurisdictions in which the failure to be so qualified would not, individually
      or
      in the aggregate, have a material adverse effect on the Company’s business or
      financial condition. PGR is a limited liability company duly formed, validly
      existing and in good standing under the laws of the State of Colorado and has
      the requisite power and authority to own and operate its properties and to
      carry
      on its business as now conducted.

     

    3.8   POC.
      POC is
      a limited liability company duly formed, validly existing and in good standing
      under the laws of the State of Colorado. POC was formed on December 12, 2005
      as
      a Colorado limited liability company and as of the date of this Agreement does
      not own and has never owned any assets and is not subject to any liabilities.
      The Company and POC have satisfied all conditions and obtained all consents
      and
      approvals necessary to enable (i) the transfer and assignment of the PGR LLC
      Interests by the Company to POC, (ii) POC to act as the Operator under the
      JOA,
      and (iii) the redemption of the PGR LLC Interests by POC in consideration for
      the Direct Assignment, other than as provided in Schedule
      3.8,
      which
      shall set forth all such consents and approvals obtained or to be obtained,
      and
      the transfer of such PGR LLC Interests and the redemption and Direct Assignment
      will be effected in compliance with applicable law and the terms of all
      applicable agreements.

     

    3.9   [Intentionally
      Omitted]

     

    3.10        
      Absence
      of Undisclosed Liabilities.
      Except
      as set forth on Schedule
      3.10,
      as of
      the Closing Date, there are no liabilities of POC or related to the PGR Assets,
      whether contingent, absolute, determined or otherwise, except for accounts
      payable incurred in the ordinary course of business.

     

    3.11         
      No
      Material Adverse Changes.
      Except
      as set forth on Schedule
      3.11
      or as
      otherwise provided in this Agreement or as related to the transfer and
      assignment of the PGR LLC Interests to POC and the redemption of the PGR LLC
      Interests by POC in connection with the Direct Assignment, since September
      30,
      2005, the Company and PGR have each operated its business only in the ordinary
      course of business consistent with past practice and:

     

    (a)    other
      than events or circumstances affecting the oil and gas industry or economy
      as a
      whole, there has been no change in the business of the Company as it relates
      to
      the PGR Assets, POC or PGR (including any damage or casualty loss to the PGR
      Assets not covered by insurance), nor has the Company or PGR entered into a
      material transaction or incurred a material expense other than sale expenses,
      in
      each case other than in the ordinary course of business consistent with past
      practice, that would result in a material adverse effect on the PGR Assets,
      the
      business or financial condition of the Company as it relates to the PGR Assets,
      POC or PGR, as applicable;


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (b)    POC
      does
      not have any employment agreements;

     

    (c)    there
      have not been sales or transfers by the Company, POC or PGR of properties or
      assets which are part of the PGR Assets or cancellation or prepayment of
      material debts or claims or waiver of material rights by the Company or PGR
      relating to the PGR Assets;

     

    (d)    there
      has
      not been an amendment or termination of a material contract related to the
      PGR
      Assets or to which PGR or POC is or was a party; 

     

    (e)    there
      has
      not been a regulatory decision by a governmental authority regarding any of
      PGR
      Assets that would have a material adverse effect on the PGR Assets;
      and

     

    (f)    there
      has
      not been any incurrence, assumption or guarantee by the Company, POC or PGR
      of
      any indebtedness.

     

    3.12        
      Title
      to Properties.

     

    (a)    As
      of the
      date of this Agreement, PGR owns the PGR Leases and PGR Wells described on
      Exhibit A.
      Exhibit A
      separately lists the related NRIs and WIs for each such PGR Lease and sets
      forth
      the Allocated Value of each PGR Lease. PGR has Defensible Title to the PGR
      Leases. As of the Closing Date, after the transfer and assignment of the PGR
      LLC
      Interests to POC and the redemption by POC of the PGR LLC Interests in
      connection with the Direct Assignment, POC will own directly the interest
      reflected in Exhibit
      A
      hereto
      in each of the PGR Leases and PGR Wells, subject to the provisions of the PGR
      LLC Agreement.

     

    (b)    The
      Company has delivered to Buyer or made available for Buyer’s inspection complete
      and accurate copies of each of the PGR Leases, and none of such PGR Leases
      has
      been modified in any respect, except to the extent that such modifications
      are
      disclosed by the copies delivered to or made available for inspection by Buyer
      and except for Direct Assignment. To the knowledge of the Company, PGR is not
      in
      default under any of the PGR Leases, and no event has occurred and no
      circumstances exist which would, either with or without notice or the passage
      of
      time or both, result in such default under any of the PGR Leases.

     

    (c)    To
      the
      knowledge of the Company, the equipment and other tangible assets used by PGR
      in
      the conduct of its oil and gas operations are, in all material respects, in
      good
      condition and repair, ordinary wear and tear excepted.

     

    3.13        
      Tax
      Matters.

     

    (a)    Each
      of
      the Company, POC and PGR has: (i) timely filed all Tax Returns required to
      be filed or sent by it in respect of any Taxes or required to be filed or sent
      by it by any taxing authority having jurisdiction; and (ii) timely and properly
      paid all Taxes shown to be due and payable on such Tax Returns.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (b)    There
      are
      no liens for Taxes upon any assets of the Company, POC or PGR, except liens
      for
      Taxes not yet due as of the Closing Date, or which are being contested in good
      faith by all appropriate proceedings.

     

    (c)    No
      deficiency for any Taxes has been asserted or assessed against the Company,
      POC
      or PGR that has not been resolved and paid in full. No waiver, extension or
      comparable consent given by the Company, POC or PGR regarding the application
      of
      the statute of limitations with respect to any Taxes or Tax Returns is
      outstanding, nor is any request for any such waiver or consent
      pending.

     

    (d)    None
      of
      the Company, POC or PGR has requested any extension of time within which to
      file
      any Tax Return, which Tax Return has not since been filed.

     

    (e)    POC
      is a
      disregarded entity for federal income tax purposes. PGR has been a partnership
      for federal and applicable state income tax purposes since the date of its
      formation, and has never been taxable as a corporation or as an association
      taxable as a corporation.

     

    (f)    Each
      of
      the Company and PGR have disclosed in their Tax Returns all positions taken
      therein that could reasonably be expected to give rise to a substantial
      understatement of tax within the meaning of Section 6662 of the Internal Revenue
      Code of 1986, as amended (the “Code”) or any corresponding provision of state
      tax law, including any required filing of Form 8886 and compliance with
      alternative disclosure procedures utilizing Schedule M-3. There are no
      outstanding rulings, or requests for rulings, with any income tax authority
      addressed to either of the Company or PGR that are, or if issued would be,
      binding upon either of the Company or PGR for any tax period ending after the
      Closing Date.

     

    (g)    Neither
      the Company nor PGR has (i) executed, become subject to or entered into any
      closing agreement pursuant to Section 7121 of the Code that would be binding
      on
      either of the Company or PGR, (ii) agreed to any extension of time with respect
      to the payment of any Taxes of either of the Company or PGR or any limitation
      period regarding the assessment of any such Taxes, or (iii) received approval
      to
      make or agreed to a change in any accounting method or has any application
      pending with any Tax authority requesting permission for any such
      change.

     

    3.14         Contracts.  (a) 
      All operating agreements, production sales contracts, farmout agreements and
      other contracts or agreements relating to the PGR Leases and PGR Wells can
      be
      found either of record in the counties in which the PGR Leases are located
      or
      have been made available to Buyer and are listed on Schedule
      3.14(a)
      and all
      other contracts to which the Company is a party that relate to the PGR Assets
      and to which PGR is a party that involve the performance of services or delivery
      of goods or materials by or to, or the expenditure or receipts of, the Company,
      POC or PGR of an amount or value in excess of $150,000, are listed on
Schedule
      3.14(a)
      (all of
      the foregoing, collectively, the “Contracts”)
      and to
      the knowledge of the Company, the Contracts are currently in full force and
      effect in accordance with their applicable terms. (b) Schedule
      3.14(b)
      lists
      all Contracts that will be assigned by the Company to POC and the required
      timing of such assignments.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    3.15        
      Litigation
      Against the Company.
      There
      are no actions, suits, proceedings, orders or investigations pending against
      the
      Company relating to the PGR Assets, POC or PGR or to which the Company (with
      respect to action relating to the PGR Assets), POC or PGR are a party.


     

    3.16        
      Employee
      Matters.
      POC
      currently has no employees.

     

    3.17        
      Insurance.
      The
      Company maintains insurance with respect to the PGR Assets and PGR’s operations.
      All of such insurance policies are in full force and effect and will be in
      full
      force and effect through the Closing Date. The Company is not in default with
      respect to its obligations under any of such insurance policies. 

     

    3.18        
      Compliance
      with Laws; Permits.
      

     

    (a)    The
      Company, POC and, to the knowledge of the Company, PGR are not in violation
      of
      or in default under any law, regulation or order applicable to it, the effect
      of
      which, individually or in the aggregate with such other violations and defaults,
      could reasonably be expected to have a material adverse effect on the PGR Assets
      or the business or financial condition of the Company as related to the PGR
      Assets, POC or PGR.

     

    (b)    To
      the
      knowledge of the Company, PGR has and on the Closing Date, POC will have, in
      full force and effect, or with respect to the Direct Assignment, will have
      filed
      or applied to obtain, all licenses, permits and certificates, from federal,
      state and local authorities used in and, individually or in the aggregate,
      material to the business or financial condition of PGR or POC, as applicable
      (collectively, the “Permits”).
      To
      the knowledge of the Company, PGR has conducted its business in compliance
      with
      all material terms and conditions of the Permits. 

     

    3.19        
      Brokerage.
      No
      third party shall be entitled to receive any brokerage commissions, finder’s
      fees, fees for financial advisory services or similar compensation in connection
      with the transactions contemplated by this Agreement based on any arrangement
      or
      agreement made by or on behalf of the Company. 

     

    3.20        
      PGR
      Leases and PGR Wells.
      To the
      knowledge of the Company, all of the PGR Wells have been or are being drilled,
      completed and operated (i) within the boundaries of the PGR Leases or
      within the limits otherwise permitted by contract, pooling or unit agreement,
      and by law and (ii) are in material compliance with all applicable rules,
      regulations, permits, judgments, orders and decrees of any court or the federal
      and state regulatory authorities having jurisdiction thereof. 

     

    3.21        
      Marketing.
      To the
      knowledge of the Company, no amounts of hydrocarbons produced from the PGR
      Leases are subject to a sales contract (except for contracts terminable without
      penalty by PGR on not more than 30 days notice), and no person has any call
      upon, option to purchase or similar rights under any agreement with respect
      to
      the PGR Leases or to the production therefrom. PGR has not in any respect
      collected any proceeds from the sale of hydrocarbons produced from the PGR
      Leases that are subject to a material refund. As of the Closing Date, proceeds
      from the sale of oil, condensate and gas from the PGR Leases were being received
      in all respects by POC in a timely manner and were not being held in suspense
      for any reason. PGR has not been nor will POC be obligated by virtue of any
      prepayment made under any production sales contract or any other contract
      containing a “take or pay” clause, or under any gas balancing, deferred
      production or similar arrangement to deliver oil, gas or other minerals produced
      from or allocated to any of the PGR Leases at some future time without receiving
      full payment therefor at the time of delivery. There are no material gas
      imbalances as between PGR or POC and any third party with respect to operations
      relating to the PGR Leases.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    3.22        
      Change
      in Property Condition.
      Since
      September 30, 2005, there has occurred no physical change in the real property
      relating to the PGR Leases (other than operations and productions in the
      ordinary course) or other casualty that adversely affects the value, use or
      operation of any of such Leases (other than declines due to actual depletion),
      except ordinary wear and tear and except any changes as would not have a
      material adverse effect. 

     

    3.23        
      Environmental
      Protection.
      To the
      knowledge of Company, the Company, POC and PGR have obtained all permits,
      licenses and other authorizations with respect to the PGR Assets which are
      required under federal, state and local laws relating to pollution or protection
      of the environment, including laws relating to emissions, discharges, releases
      or threatened releases of pollutants, contaminants, or hazardous or toxic
      materials or wastes into ambient air, surface water, ground water, or land,
      or
      otherwise relating to the manufacture, processing, distribution, use, treatment,
      storage, disposal, transport, or handling of pollutants, contaminants or
      hazardous or toxic materials or wastes and true copies of all such permits,
      licenses and authorizations have been delivered to or made available for
      inspection by Buyer. To the knowledge of Company, the Company, POC and PGR
      are
      in compliance with all terms and conditions of the required permits, licenses
      and authorizations, and are also in compliance with all other limitations,
      restrictions, conditions, standards, prohibitions, requirements, obligations,
      schedules and timetables applicable to the PGR Assets contained in those laws
      or
      contained in any regulation, code, plan, order, decree, judgment, notice or
      demand letter issued, entered, promulgated or approved thereunder. None of
      the
      Company, POC or, to the knowledge of the Company, PGR has received notice of
      any
      past, present or future events, conditions, circumstances, activities,
      practices, incidents, actions or plans with respect to the PGR Assets which
      have
      not been remedied and which may interfere with or prevent continued compliance,
      or which may give rise to any common law or legal liability, or otherwise form
      the basis of any claim, action, suit, proceeding, hearing or investigation,
      based on or related to the manufacture, processing, distribution, use,
      treatment, or threatened release into the environment, of any pollutant,
      contaminant, or hazardous or toxic material or waste.

     

    3.24        
      Warranties
      and Representations.
      THE PGR
      ASSETS HAVE BEEN UTILIZED BY THE COMPANY AND PGR FOR THE PURPOSE OF EXPLORATION,
      DEVELOPMENT, AND/OR PRODUCTION OF OIL AND GAS. THE COMPANY HAS MADE AVAILABLE
      TO
      BUYER PHYSICAL ACCESS TO THE PGR ASSETS AND, TO THE COMPANY’S KNOWLEDGE, ALL
      AVAILABLE INFORMATION REGARDING CRUDE OIL, GAS AND PRODUCED WATER WHICH MAY
      HAVE
      BEEN SPILLED OR DISPOSED OF ONSITE AND THE LOCATIONS THEREOF; PIT CLOSURES,
      BURIAL, LANDFARMING, LANDSPREADING, AND UNDERGROUND INJECTION; AND SOLID WASTE
      DISPOSAL SITES, IF ANY EXIST, HAVE BEEN MADE AVAILABLE TO BUYER. BUYER
      ACKNOWLEDGES THAT THERE MAY HAVE BEEN SPILLS OF THESE OR OTHER MATERIALS IN
      THE
      PAST ONTO THE PGR ASSETS. IN ADDITION, SOME PRODUCTION EQUIPMENT MAY CONTAIN
      ASBESTOS AND/OR NATURALLY OCCURRING RADIOACTIVE MATERIAL (HEREINAFTER REFERRED
      TO AS “NORM”). IN THIS REGARD, BUYER EXPRESSLY UNDERSTANDS THAT NORM MAY AFFIX
      OR ATTACH ITSELF TO THE INSIDE OF WELLS, MATERIALS AND EQUIPMENT AS SCALE,
      OR IN
      OTHER FORMS, AND THAT WELLS, MATERIALS AND EQUIPMENT LOCATED ON THE LANDS MAY
      CONTAIN NORM AND THE NORM-CONTAINING MATERIAL MAY BE BURIED AND OTHERWISE
      DISPOSED OF ON THE PGR ASSETS. BUYER ALSO EXPRESSLY UNDERSTANDS THAT SPECIAL
      PROCEDURES MAY BE REQUIRED FOR THE REMOVAL AND DISPOSAL OF ASBESTOS AND NORM
      FROM THE EQUIPMENT AND PGR ASSETS WHERE IT MAY BE FOUND AND THAT BUYER ASSUMES
      ALL LIABILITY FOR ASSESSMENT, REMOVAL AND DISPOSAL OF ANY SUCH MATERIALS AND
      ASSOCIATED ACTIVITIES.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    EXCEPT
      AS
      ELSEWHERE PROVIDED IN THIS AGREEMENT, THIS AGREEMENT IS EXECUTED WITHOUT
      WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED, WITHOUT ANY EXPRESS OR IMPLIED
      WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE EQUIPMENT
      OR
      PERSONAL PROPERTY OR ITS FITNESS FOR ANY PURPOSE AND WITHOUT ANY OTHER EXPRESS
      OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER. BUYER UNDERSTANDS AND AGREES
      THAT THIS AGREEMENT IS MADE ON AN “AS IS, WHERE IS” BASIS AND BUYER RELEASES THE
      COMPANY FROM ANY LIABILITY WITH RESPECT THERETO WHETHER OR NOT CAUSED BY OR
      ATTRIBUTABLE TO COMPANY’S NEGLIGENCE EXCEPT AS OTHERWISE PROVIDED HEREIN.
      WITHOUT LIMITING THE ABOVE, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, BUYER
      WAIVES ITS RIGHT TO RECOVER FROM THE COMPANY AND FOREVER RELEASES, DISCHARGES
      AND INDEMNIFIES THE COMPANY FROM ANY AND ALL DAMAGES, CLAIMS, LOSSES,
      LIABILITIES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER,
      (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS), WHETHER DIRECT OR
      INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT
      OF
      OR IN ANY WAY BE CONNECTED WITH THE PHYSICAL CONDITION OF THE PGR ASSETS OR
      ANY
      FEDERAL, STATE OR LOCAL LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT
      LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
      LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. §9601 ET.
      SEQ.),
      THE
      RESOURCE CONSERVATION AND RECOVER ACT OF 1976 (42 U.S.C. §6901 ET.
      SEQ.),
      THE
      CLEAN WATER ACT (33 U.S.C. §466 ET.
      SEQ.),
      THE
      SAFE DRINKING WATER ACT (14 U.S.C. §1401-1450), THE HAZARDOUS MATERIALS
      TRANSPORTATION ACT (49 U.S.C. §1801 ET.
      SEQ.),
      AND
      THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. §2601-2629).

     

    THE
      COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR
      OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, RESERVE OR OTHER
      REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR
      HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS
      AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PGR ASSETS,
      PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
      ATTRIBUTABLE TO THE PGR ASSETS OR THE ABILITY OR POTENTIAL ABILITY OF THE PGR
      ASSETS TO PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE PGR ASSETS
      OR ANY OTHER MATTERS CONTAINED IN CONFIDENTIAL INFORMATION OR ANY OTHER
      MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY COMPANY OR ITS AGENTS OR
      REPRESENTATIVES; ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS,
      INFORMATION AND OTHER MATERIALS FURNISHED BY THE COMPANY OR BY COMPANY’S AGENTS
      OR REPRESENTATIVES OR MADE AVAILABLE TO BUYER ARE PROVIDED TO BUYER AS A
      CONVENIENCE, AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST
      COMPANY; AND
      ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT BUYER’S SOLE
      RISK.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                4.

            	
              Title
                Matters.

            


    

     

    4.1   Purchase
      Price Adjustments for Defective Interests.

     

    (a)    Notice
      of Defective Interest.
      Buyer
      shall give the Company written “Notice of Defective Interests” as soon as
      possible but no later than five (5) business days before the Closing Date,
      (the
“Defect
      Notice Date”).
      This
      notice must be in writing and satisfy the following conditions precedent: (i)
      a
      description of each Defective Interest; (ii) the basis for each Defective
      Interest, and, if the basis is derived from any document, a copy of such
      document (or pertinent part thereof) shall be attached or if the basis is
      derived from any gap in PGR’S chain of title, the documents preceding and
      following the gap shall be attached; (iii) the Allocated Value of the affected
      PGR Lease; and (iv) Buyer’s good faith estimate of the Defect Value and the
      computations upon which Buyer’s estimate is based. If a PGR Lease has not been
      given an Allocated Value or the Allocated Value of PGR Lease is Fifty Thousand
      Dollars ($50,000) or less, the Company shall be deemed to have Defensible Title
      to such PGR Lease.

     

    (b)    Defect
      Adjustments.
      

     

    (1)   If
      a PGR
      Lease is a Defective Interest, the Purchase Price will be reduced under Section
      2.3(c)(ii) by the corresponding Defect Value (which reduction is called a
“Title
      Defect Adjustment”)
      unless
      prior to the Closing Date:

     

    (A)    the
      Company either cures the Title Defect to Buyer’s reasonable satisfaction or
      elects to cure the Title Defect no later than 90 days after Closing;
      or

     

    (B)    Buyer
      elects to waive the relevant Title Defect.

     

    The
      Purchase Price shall be adjusted pursuant to Section 2.3 for Defective Interests
      only if the aggregate of all Defect Values, net of the Value of all Interest
      Additions, for all of the PGR Leases exceeds 3% of the Purchase Price (the
      “Title
      Threshold Amount”).

     

    (2)   If
      a PGR
      Lease is a Defective Interest for which an adjustment to the Purchase Price
      would otherwise be required and the Company elects to cure the defect after
      Closing, Buyer and the Company shall at Closing in good faith agree to place
      a
      portion of the Purchase Price into an escrow account (the “Escrow
      Account”)
      established pursuant to an escrow agreement in substantially the form attached
      hereto as Exhibit F
      (the
“Escrow
      Agreement”)
      with
      Wells Fargo Bank or another mutually acceptable financial institution
      (“Escrow
      Agent”)
      until
      Buyer’s receipt of the Company’s curative materials. The amount of the Escrow
      Account shall be the aggregate of all Defect Values net of the Value of Interest
      Additions.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (3)   If
      the
      Company has elected to cure a Title Defect and such Title Defect is cured on
      or
      before 90 days after Closing, the Escrow Agent shall distribute to the Company,
      immediately upon Buyer’s receipt of curative materials reasonably satisfactory
      to Buyer, the amount placed in the Escrow Account with respect to such Title
      Defect (and any account interest accrued thereon).

     

    (4)   If
      the
      Company does not cure a Title Defect within the 90 day time period, Buyer shall
      be entitled to an amount equal to the corresponding Defect Value as provided
      in
      Section 4.1(b)(1). 

     

    (5)   If
      Buyer
      disputes the adequacy of the Company’s curative material, Buyer must invoke the
      dispute resolution mechanism set forth in Section 4.3 within 30 days after
      receipt thereof. If the parties dispute the Defect Value of a Defective Interest
      which is not timely cured, then the provisions of Section 4.3 shall
      apply.

     

    4.2   Interest
      Additions.
      Promptly on discovery, Buyer or the Company, whichever is the discovering party
      shall notify the other of any interest that entitles PGR to receive more than
      the NRI set forth in Exhibit
      A,
      or
      obligates PGR to bear costs and expenses in an amount less than the WI set
      forth
      in Exhibit
      A
      (collectively, “Interest
      Additions”).
      The
      party who discovers Interest Additions must give the other party written notice
      of Interest Additions as soon as possible, but in no event later than on or
      before two (2) business days prior to Closing. This notice must be in writing
      and must include (i) a description of each Interest Addition, (ii) the
      basis for each Interest Addition, (iii) the Allocated Value of the PGR
      Lease affected by the Interest Addition, and (iv) the value of the Interest
      Addition or the amount by which the notifying party believes the Allocated
      Value
      of the PGR Lease has been increased by the Interest Addition (“Value
      of Interest Addition”)
      and
      the computations upon which such party’s belief is based. The Value of Interest
      Addition shall be determined by the parties in good faith taking into account
      all relevant factors and the Purchase Price will be increased in accordance
      with
      Section 2.3 by such an amount (“Interest
      Addition Adjustment”)
      if the
      aggregate of all Interest Addition Adjustments, net of the aggregate of all
      Defect Values, exceeds One Hundred Fifty Thousand Dollars ($150,000.00) (the
      “Addition
      Threshold Amount”).

     

    4.3   Title
      Dispute Resolution.
      The
      parties agree to resolve disputes concerning the following matters pursuant
      to
      this Section: (i) the existence and scope of a Title Defect, (ii) the
      Defect Value of that portion of the PGR Lease affected by a Title Defect,
      (iii) the Value of an Interest Addition, and (iv) the adequacy of the
      Company’s Title Defect curative materials (the “Title
      Disputed Matters”).
      The
      parties agree to attempt to initially resolve all disputes through good faith
      negotiations. If the parties cannot resolve disputes regarding items (i), (ii)
      or (iii) on or before fifteen (15) days after Closing, the Disputed Matters
      will
      be finally determined by binding arbitration pursuant to Section 11.7 with
      an
      independent arbitrator mutually acceptable to the parties or, if none, with
      a
      panel of three arbitrators appointed pursuant to Section 11.7 who are qualified
      by education, knowledge and experience with title defects affecting the types
      of
      properties which are subject to the disputed Title Defect and have a minimum
      of
      ten years experience with such types of defects and properties. The
      arbitrator(s) shall take into account the factors set forth in the definition
      of
“Defect Value” and employ such independent attorneys, petroleum engineers and/or
      other consultants as deemed necessary. On or before 60 days after Closing,
      Buyer
      and the Company shall present their respective positions in writing to the
      Arbitrator(s), together with such evidence as each party deems appropriate.
      The
      Arbitrator(s) shall be instructed to resolve the dispute through a final
      decision within 90 days after Closing and the final decision may be reflected
      in
      a final settlement statement. If the parties cannot resolve disputes regarding
      Section 4.3 (iv) within five (5) days after Buyer’s receipt of the Company’s
      Title Defect curative materials, the dispute will similarly be finally
      determined by binding arbitration pursuant to Section 11.7 and this Section
      4.3
      but the arbitration hearing shall be held no later than fifteen (15) days after
      Buyer’s receipt of the Company’s Title Defect curative materials with a final
      decision no later than twenty-five (25) days after Buyer’s receipt of the
      Company’s Title Defect curative materials and the final decision shall similarly
      be reflected in a final settlement statement.


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    4.4    Termination.
      Notwithstanding the foregoing, if the aggregate of all Defect Values, net of
      the
      Value of all Interest Additions, for all of the PGR Leases exceeds Ten Percent
      (10%) of the Purchase Price set forth in Section 2.3, the Company or Buyer
      may
      terminate this Agreement upon written notice to the other party delivered no
      later than 5:00 p.m. on the day before the scheduled Closing Date; provided
      however that Buyer, at its sole discretion, may elect to waive all or any
      portion of any Title Defect to reduce the aggregate Title Defect Values below
      such percentage in which event this Agreement shall remain in full force and
      effect. If a party has elected to exercise this right of termination and the
      other party does not agree that the right of termination has been triggered,
      the
      objecting party shall notify the other party on or before 5:00 p.m. on the
      scheduled Closing Date and, thereafter, unless the parties are able to resolve
      the dispute within three (3) days after the originally scheduled Closing Date,
      the matter shall be determined by binding arbitration pursuant to Section 11.7,
      before a panel of arbitrators meeting the qualifications set forth in Section
      4.3, and with the arbitrators to be appointed and the arbitration to be
      conducted within the time frame provided in Section 4.3 for Title Disputed
      Matters other than those relating to Title Defect curative materials. In the
      event of an objection over whether the right to terminate has been triggered,
      the Closing shall be extended until three (3) business days after the dispute
      is
      resolved by parties as provided in this Section 4.4 or the parties receive
      a
      final decision from the arbitrators, whichever is applicable.

     

    4.5   Preferential
      Rights.
      The
      Company has no knowledge of any preferential rights of third parties applicable
      to the transaction contemplated by this Agreement. Nonetheless, if prior to
      Closing, the Company or Buyer becomes aware of any claims asserted by third
      parties that preferential rights are applicable to this transaction, it shall
      promptly notify the other party of such fact. In such event, the Company agrees
      (a) to join in the defense of such claim, (b) to present the best defense
      possible, (c) to deliver to Buyer copies of such records, documents, files
      and
      other data which it possesses pertaining to such claim, and (d) to take such
      actions or do, or cause to be done, all things necessary, proper or advisable,
      which Buyer may reasonably and lawfully request in defense against such claims.
      The Company shall bear its own costs incurred in performing its obligations
      under this section. 


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                5.

            	
              Covenants
                of the Company.

            


    

     

    5.1   Conduct
      of Business.
      Unless
      otherwise contemplated by this Agreement or related to the transfer and
      assignment of the PGR LLC Interest to POC and the redemption by POC of the
      PGR
      LLC Interest in connection with the Direct Assignment, or unless otherwise
      approved by Buyer in writing, from the date hereof until the Closing Date,
      the
      Company shall:

     

    (a)    conduct
      its business with respect to the PGR Assets and the business of PGR only in
      the
      ordinary course and refrain from changing or introducing any method of
      management or operations except in the ordinary course of business and
      consistent with prior practices; 

     

    (b)    refrain
      from doing or permitting to occur any of the following: (i) selling, pledging,
      disposing of or encumbering any of the PGR Assets except (A) pursuant to
      existing contracts or commitments or (B) in the ordinary course of business;
      (ii) amending the PGR LLC Agreement, (iii) allowing PGR to incur any
      indebtedness for borrowed money except accounts payable and other expenditures
      in the ordinary course of business or issue any debt securities;

     

    (c)    (i) 
      use commercially reasonable efforts to preserve intact the Company’s business
      organization and goodwill with respect to the PGR Assets and PGR’s business
      organization and goodwill and maintain its business relationships with
      suppliers, distributors, customers and others having business relationships
      with
      the Company and PGR consistently with past practice; (ii) confer with
      representatives of Buyer to report operational matters and the general status
      of
      ongoing operations; (iii) promptly notify Buyer in writing if the Company
      shall discover that any representation or warranty made in this Agreement was
      when made, or has subsequently become, untrue in any respect; and

     

    (d)   (i)
       file any Tax Returns, elections or information statements with respect to
      any liabilities for Taxes of the Company, POC or PGR or other matters relating
      to Taxes of the Company, POC or PGR which pursuant to applicable law must be
      filed prior to the Closing Date; (ii) promptly upon filing provide copies
      of any such Tax Returns, elections or information statements to Buyer; and
      (iii) make any new Tax elections or other discretionary positions or change
      any existing Tax elections or other discretionary positions with respect to
      Taxes affecting POC, the PGR Assets or PGR only upon prior consultation with
      Buyer.

     

    5.2   Access
      to Information; Confidentiality.
      

     

    (a)    From
      the
      date hereof until the Closing Date, the Company will (i) give Buyer, its
      counsel, financial advisors, auditors and other authorized representatives
      reasonable access to the offices, properties, books and records of the Company
      that relate to the PGR Assets and PGR, (ii) furnish to Buyer, its counsel,
      financial advisors, auditors and other authorized representatives such financial
      and operating data and other information relating to the PGR Assets and PGR
      as
      such may be reasonably requested and (iii) instruct the counsel, financial
      advisors and other authorized representatives of the Company to cooperate with
      Buyer in its investigation of the PGR Assets and PGR. Any investigation pursuant
      to this Section shall be conducted in such manner as not to interfere
      unreasonably with the conduct of the business of the Company or PGR.
      Notwithstanding the foregoing, Buyer shall not have access to other information
      which in the Company’s good faith opinion is sensitive or the disclosure of
      which could subject the Company to risk of liability.


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (b)    On
      and
      after the date hereof and through the Closing Date, the Company will afford
      promptly to Buyer and its agents reasonable access to its books of account,
      financial statements and other records (including, without limitation,
      accountant’s work papers), information, knowledgeable personnel and auditors to
      the extent necessary or useful for Buyer in connection with the preparation
      and
      audit of segmented and other financial statements and other reports as may
      be
      required to be filed by Buyer with the United States Securities and Exchange
      Commission (the “SEC”),
      any
      audit, investigation, dispute or litigation or any other reasonable business
      purpose relating to the Company and PGR; provided that any such access by Buyer
      shall not unreasonably interfere with the conduct of the business of the Company
      or PGR. Buyer shall bear all of the costs and expenses (including, without
      limitation, attorneys’ fees) in connection with the foregoing.

     

    (c)    The
      Company hereby consents to Buyer conducting, prior to Closing and upon advance
      notice to the Company, at Buyer’s sole risk and expense, on-site inspections and
      an ASTM Phase One Environmental Assessment (an “Environmental
      Assessment”)
      of the
      PGR Wells and PGR Leases; provided that Buyer shall not conduct any sampling
      activities without prior notice and consent of the Company, which consent shall
      not be unreasonably withheld. In connection with any such on-site inspections
      or
      Environmental Assessment, Buyer agrees not to interfere with the normal
      operation of the PGR Leases and agrees to comply with all requirements and
      safety policies of the operator. If Buyer or its agents prepares an
      Environmental Assessment of any property, Buyer will furnish copies thereof
      to
      the Company. The parties shall execute a “common undertaking” letter regarding
      the confidentiality of environmental assessments where appropriate. In
      connection with the granting of such access, Buyer represents that it is
      adequately insured and, waives, releases and agrees to indemnify the Company
      and
      its representatives against all claims for injury to, or death of, persons
      or
      for damage to property arising in any way from the access afforded to Buyer
      hereunder or the activities of Buyer. This waiver, release and indemnity by
      Buyer shall survive termination of this Agreement.

     

    (d)    Through
      the 90th
      day
      following the Closing Date, the Company will provide Buyer, its auditors and
      other Representatives reasonable access to knowledgeable personnel and the
      Company’s auditors to the extent necessary or useful for Buyer in connection
      with the preparation and audit of segmented and other financial statements
      and
      other reports as may be required to be filed by Buyer with the SEC, any audit,
      investigation, dispute or litigation or any other reasonable business purpose
      relating to the Company and PGR. Buyer shall bear all of the costs and expenses
      (including, without limitation, attorneys’ fees) in connection with the
      foregoing.

     

    5.3   Conditions.
      The
      Company shall take all commercially reasonable actions necessary to cause the
      conditions set forth in Section 9.1 to be satisfied and to consummate the
      transactions contemplated herein as soon as reasonably possible after the
      satisfaction thereof.

     

    5.4   Exclusive
      Dealings.
      The
      Company will not directly or indirectly, through any representative or
      otherwise, solicit or entertain offers from, negotiate with or in any manner
      encourage, discuss, accept, consider or pursue, any proposal of any other person
      relating to the acquisition of POC, the PGR Assets or PGR, in whole or in part
      (other than with respect to the Excluded Assets), whether directly or
      indirectly, through purchase, merger, consolidation or otherwise. The Company
      will promptly notify Buyer regarding any contact of which it has knowledge
      between the Company or PGR and any other Person regarding any such offer or
      proposal or any other related inquiry, including full and complete disclosure
      of
      all details regarding such contact.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    5.5   Redemption
      of PGR LLC Interests.
      The
      Company shall transfer and assign its PGR LLC Interests to POC and shall cause
      POC to redeem all of the PGR LLC Interests in connection with the Direct
      Assignment in accordance with and subject to the provisions of the PGR LLC
      Agreement. After the Direct Assignment, the term “PGR Assets” shall refer to
      POC’s direct percentage interest in the PGR Assets. 

     

    5.6   Deliveries.
      On the
      Closing Date, the Company shall execute and deliver to Buyer all of the
      following:

     

    (a)    a
      certificate signed by the General Partner of the Company dated as of the Closing
      Date to the effect that the statements set forth in paragraphs (a) and (b)
      of
      Section 9.1 are true and correct;

     

    (b)   an
      assignment for transfer of the POC Units in form and substance substantially
      as
      set forth in Exhibit B;

     

    (c)    an
      assignment and bill of sale for the Direct Assignment in form and substance
      substantially as set forth in Exhibit
      C;

     

    (d)   all
      books, records, files and materials of the Company related to the Company’s
      administration of the PGR Assets, PGR or POC; 

     

    (e)   the
      Escrow Agreement, if required;

     

    (f)    resignation
      of any officers of POC;

     

    (g)   an
      opinion of counsel for the Company in substantially the form set forth in
Exhibit D;
      

     

    (h)   a
      nonforeign certificate under Section 1445 of the Code;

     

    (i)    a
      certificate of good standing with respect to the Company, issued not more than
      ten (10) days prior to the Closing Date by (i) the Secretary of State of
      the State of Delaware and (ii) by the Secretary of State of Colorado and a
      certificate of good standing with respect to POC issued not more than ten (10)
      days prior to the Closing Date by the Secretary of State of Colorado;
      and

     

    (j)    Non-Competition
      Agreements in the form attached hereto as Exhibit
      E
      from
      each of the Company, Orion Energy Partners, Inc., James D. Lightner,
      Thomas W. Dyk, Daniel G. Blanchard, Douglas R. Harris and
      Rodney G. Mellott.


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                6.

            	
              Representations
                and Warranties of Buyer.

            


    

     

    6.1   Making
      of Representations and Warranties.
      As a
      material inducement to the Company to enter into this Agreement and consummate
      the transactions contemplated hereby, Buyer hereby makes the representations
      and
      warranties to the Company contained in this Section 6 as of the date hereof
      and
      the Closing Date.

     

    6.2   Organization
      of Buyer.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware with full corporate power to own or lease its
      properties and to conduct its business in the manner and in the places where
      such properties are owned or leased or such business is conducted by
      it.

     

    6.3   Authority
      of Buyer.
      Buyer
      has full right, authority and power to enter into this Agreement and each
      agreement, document and instrument to be executed and delivered by Buyer
      pursuant to this Agreement and to carry out the transactions contemplated hereby
      and thereby.

     

    6.4   Execution,
      Delivery; Valid and Binding Agreement.
      The
      execution, delivery and performance of this Agreement by Buyer and the
      consummation of the transactions contemplated hereby have been duly and validly
      authorized by all requisite corporate action of Buyer and no other proceedings
      are necessary to authorize the execution, delivery and performance of this
      Agreement. This Agreement has been duly executed and delivered by Buyer and
      constitutes the valid and binding obligation of Buyer, enforceable in accordance
      with its terms, except as such enforcement may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws of general
      application affecting enforcement of creditors’ rights or by general principles
      of equity.

     

    6.5   No
      Breach.
      The
      execution, delivery and performance of this Agreement by Buyer and the
      consummation by Buyer of the transactions contemplated hereby (i) do not
      and will not violate any provisions of the organizational documents of Buyer;
      (ii) do not and will not violate any federal, state, local or foreign laws
      or regulations applicable to Buyer; and (iii) do not and will not result in
      a material breach of, constitute a material default under, accelerate any
      material obligation under or give rise to a right of termination under any
      indenture or loan agreement or any other material agreement or contract to
      which
      Buyer is party.

     

    6.6   Litigation.
      There
      is no litigation pending or, to Buyer’s knowledge, threatened against Buyer
      which would prevent or hinder the consummation of the transactions contemplated
      by this Agreement.

     

    6.7   Governmental
      Authorities; Consents.
      Other
      than reports required to be made by Buyer with the SEC, Buyer is not required
      to
      submit any notice, report or other filing with any governmental authority in
      connection with the execution or delivery by it of this Agreement or the
      consummation of the transactions contemplated hereby. No consent, approval
      or
      authorization of any governmental or regulatory authority or any other party
      or
      Person is required to be obtained by Buyer in connection with its execution,
      delivery and performance of this Agreement or the transactions contemplated
      hereby.


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    6.8   Financing.
      Buyer
      has, or will have prior to the Closing, sufficient cash, available lines of
      credit or other sources of immediately available funds to enable it to make
      payment of the Purchase Price and any other amounts to be paid by it
      hereunder.

     

    6.9   Brokerage.
      No
      third party shall be entitled to receive any brokerage commissions, finder’s
      fees, fees for financial advisory services or similar compensation in connection
      with the transactions contemplated by this Agreement based on any arrangement
      or
      agreement made by or on behalf of Buyer.

     

    6.10        
      Investment
      Representations.
      

     

    (a)    Buyer
      is
      an informed and sophisticated purchaser, and has engaged expert advisors,
      experienced in the evaluation and purchase of companies such as the company
      as
      contemplated hereunder. Buyer has undertaken such investigation and has been
      provided with and has evaluated such documents and information as it has deemed
      necessary to enable it to make an informed and intelligent decision with respect
      to the execution, delivery and performance of this Agreement. Buyer acknowledges
      that the Company has given Buyer complete and open access to the key employees,
      documents and facilities of the Company and PGR and which are related to the
      PGR
      Leases. Buyer will undertake prior to Closing such further investigation and
      request such additional documents and information as it deems necessary. Buyer
      agrees to accept the POC Units and the PGR Assets in the condition they are
      in
      on the Closing Date based upon its own inspection, examination and determination
      with respect thereto as to all matters and without reliance upon any express
      or
      implied representations or warranties of any nature made by or on behalf of
      or
      imputed to the Company, except as expressly set forth in this Agreement. Without
      limiting the generality of the foregoing, Buyer acknowledges that the Company
      makes no representation or warranty with respect to (i) any projections,
      estimates or budgets delivered to or made available to Buyer of future revenues,
      future results of operations (or any component thereof), future cash flows
      or
      future financial condition (or any component thereof) of the Company or the
      PGR
      Assets or the future business and operations of the Company or the PGR Assets
      or
      (ii) any other information or documents made available to Buyer or its counsel,
      accountants or advisors with respect to the PGR Assets or the Company or their
      respective businesses or operations, except as expressly set forth in this
      Agreement.

     

    (b)    Buyer
      has
      such knowledge and expertise in financial, business and oil and gas matters
      that
      Buyer is capable of evaluating the merits and risks involved in the purchase
      of
      the POC Units and the PGR Assets.

     

    (c)    Buyer
      is
      acquiring the POC Units for investment purposes only, solely for the account
      of
      Buyer (and not as a nominee or agent), and not with a view towards the resale
      or
      distribution of any part thereof, and Buyer has no present intention of selling,
      granting any participation in, or otherwise distributing the same.

     

    (d)    Buyer
      is
      an “accredited investor,” as such term is defined in Rule 501(a) of the
      Securities Act. 


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                7.

            	
              Covenants
                of Buyer.

            


    

     

    7.1   Confidentiality.
      Buyer
      agrees that, unless and until the Closing has been consummated, Buyer and the
      Buyer Representatives will hold in strict confidence, and will not use, any
      confidential or proprietary data or information obtained from the Company with
      respect to the business or financial condition of the Company, PGR or the PGR
      Wells and PGR Leases except for the purpose of evaluating, negotiating and
      completing the transactions contemplated hereby. Information generally known
      in
      the industry or which has been disclosed to Buyer by third parties, which have
      a
      right to do so shall not be deemed confidential or proprietary information
      for
      purposes of this Agreement. If the transactions contemplated by this Agreement
      are not consummated, Buyer will return to the Company (or certify that it has
      destroyed) all copies of such data and information, including, but not limited
      to, financial information, customer lists, business and corporate records,
      worksheets, test reports, tax returns, lists, memoranda and other documents
      prepared by or made available to Buyer in connection with the transactions.
      Notwithstanding the foregoing, Buyer shall be permitted to disclose such
      information about the Company and PGR and the transactions contemplated hereby
      as shall be legally required; provided that Buyer shall give prior notice of
      such disclosure to the Company sufficiently in advance of such disclosure so
      that the Company may seek to obtain confidential treatment thereof if available.
      

     

    7.2   Compliance.
      Buyer
      shall make all filings with and notifications of governmental authorities,
      regulatory agencies and other entities required to be made by Buyer in
      connection with the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby.

     

    7.3   Conditions.
      Buyer
      shall take all commercially reasonable actions necessary to cause the conditions
      set forth in Section 9.2 to be satisfied and to consummate the transactions
      contemplated herein as soon as reasonably possible after the satisfaction
      thereof.

     

    7.4   Due
      Diligence.

     

    (a)    Buyer
      agrees that it shall, and it shall cause its contractors, subcontractors,
      agents, employees and consultants (collectively “Buyer
      Representatives”)
      to,
      conduct and perform Buyer’s due diligence investigation of the Company, PGR and
      the PGR Wells and PGR Leases in a good and workmanlike manner and Buyer shall
      be
      solely responsible for the prompt payment of all costs and expenses incurred
      in
      connection therewith, including without limitation, all field and laboratory
      costs, insurance premiums, consultants’ fees, and attorneys’ and experts’
fees.

     

    (b)    Buyer
      agrees to indemnify, protect, defend and hold harmless the Company and its
      employees, officers, directors, managers, accountants, agents and advisors
      and
      each of them, in all capacities including individually, from any liability,
      claim, cause of action, damage, cost or other expense of every nature whatsoever
      including, without limitation, reasonable attorney’s fees, personal injury
      claims, loss of use of, or damage to, the assets or business of the Company
      or
      PGR, incurred as a result of Buyer’s due diligence.


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (c)    Buyer
      shall conduct its due diligence in a manner which minimizes interference with
      the Company, PGR and their business and operations. Upon completion of due
      diligence, Buyer, at its sole cost and expense, shall remove all materials,
      equipment, machinery, and other items used by any of Buyer or Buyer
      Representatives and, with respect to fields, assets, or real property, repair
      and restore such assets and property to their condition as they existed
      immediately prior to Buyer’s entry upon and performance of its due
      diligence.

     

    7.5   Notification.
      Buyer
      shall promptly notify the Company in writing if Buyer discovers that any
      representation or warranty made in this Agreement was when made, or has
      subsequently become, untrue in any respect.

     

    7.6   Payment.
      On the
      Closing Date, Buyer shall make the payments required pursuant to Section
      2.5.

     

    7.7   Deliveries.
      On the
      Closing Date, Buyer shall execute and deliver to the Company all of the
      following:

     

    (a)    a
      certificate signed by the appropriate officer of Buyer dated as of the Closing
      Date to the effect that the statements set forth in paragraphs (a) and (b)
      of Section 9.2
      are true
      and correct;

     

    (b)    the
      Escrow Agreement, if required; and

     

    (c)    a
      certificate of good standing with respect to Buyer, issued not more than ten
      (10) days prior to the Closing Date by the Secretary of State of the State
      of
      Delaware.

     

    
      	
              Section
                8.

            	
              [Intentionally
                Omitted].

            


    

     

    
      	
              Section
                9.

            	
              Conditions.

            


    

     

    9.1   Conditions
      to the Obligations of Buyer.
      The
      obligation of Buyer to consummate this Agreement and the transactions
      contemplated hereby are subject to the fulfillment, prior to or at the Closing,
      of the following conditions precedent:

     

    (a)    Representations;
      Warranties; Covenants.
      Each of
      the representations and warranties of the Company contained in this Agreement
      shall be true and correct as of the Closing Date as though made on and as of
      the
      Closing Date, except for such representations and warranties as are made as
      of a
      specified date and except for such breaches of representations and warranties
      as
      do not, individually or in the aggregate, have a material adverse
      effect.

     

    (b)    No
      Proceedings.
      There
      shall not be instituted or pending any action or proceeding, before any court
      or
      governmental authority or agency, domestic or foreign, (i) challenging or
      seeking to make illegal, or to delay or otherwise directly or indirectly
      restrain or prohibit, the consummation of the transactions contemplated hereby
      or seeking to obtain material damages in connection with such transactions,
      (ii) seeking to prohibit direct or indirect ownership or operation by Buyer
      of all or a material portion of the PGR Assets, or to compel Buyer or any of
      its
      subsidiaries or the Company to dispose of or to hold separately all or a
      material portion of the business or assets of Buyer and its subsidiaries or
      of
      the PGR Assets, as a result of the transactions contemplated hereby, or
      (iii)  seeking to invalidate or render unenforceable any material provision
      of this Agreement or any of the other agreements attached as exhibits hereto.
      


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (c)    Performance.
      The
      Company shall have performed in all material respects all of its obligations
      hereunder required to be performed by it at or prior to the Closing
      Date.

     

    (d)    Consents
      and Approvals.
      The
      Company shall have obtained, or caused to be obtained, and delivered to Buyer
      each consent and approval in Schedule
      3.5
      or
Schedule
      3.8
      that is
      required to be delivered at or prior to Closing. The Company shall have made
      all
      filings and applications with respect to consents or approvals for which filings
      or applications are required at or prior to Closing as provided in Schedule
      3.5
      or
Schedule
      3.8.
      

     

    (e)    Contracts.
      The
      Company shall deliver assignments for those Contracts listed on Schedule 3.14(b)
      that are designated as to be assigned to POC at or prior to
      Closing.

     

    (f)    Closing
      Documents.
      Buyer
      shall have received from the Company all of the documents referred to in
Section 5.6
      above.

     

    9.2   Conditions
      to Obligations of the Company.
      The
      obligations of the Company to consummate this Agreement and the transactions
      contemplated hereby is subject to the fulfillment, prior to or at the Closing,
      of the following conditions precedent:

     

    (a)    Representations;
      Warranties; Covenants.
      Each of
      the representations and warranties of Buyer contained in this Agreement shall
      be
      true and correct as of the Closing Date as though made on and as of the Closing
      Date except for such representations and warranties as are made as of a
      specified date and except for such breaches of representations and warranties
      as
      do not, individually or in the aggregate, have a material adverse effect.


     

    (b)    No
      Proceedings.
      There
      shall not be threatened, instituted or pending any action or proceeding before
      any court or governmental authority or agency, domestic or foreign, (i)
      challenging or seeking to make illegal, or to delay or otherwise directly or
      indirectly restrain or prohibit, the consummation of the transactions
      contemplated hereby or seeking to obtain material damages in connection with
      such transactions, (ii) seeking to prohibit direct or indirect ownership or
      operation by Buyer of all or a material portion of the PGR Assets, or to compel
      Buyer or any of its subsidiaries or the Company to dispose of or to hold
      separately all or a material portion of the business or assets of Buyer and
      its
      subsidiaries or of the PGR Assets, as a result of the transactions contemplated
      hereby, and (iii)  seeking to invalidate or render unenforceable any
      material provision of this Agreement or any of the other agreements attached
      as
      exhibits hereto.

     

    (c)    Performance.
      Buyer
      shall have performed in all material respects all of its obligations hereunder
      required to be performed by it at or prior to the Closing Date.

     

    (d)    Payment
      of Adjusted Purchase Price.
      Buyer
      shall have made the payments required pursuant to Section 2.5.


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    (e)    Consents
      and Approvals.
      Buyer
      shall have obtained, or caused to be obtained, each consent and approval
      required of it in order to complete the transactions contemplated
      hereby.

     

    (f)    Closing
      Documents.
      The
      Company shall have received from Buyer all of the documents referred to in
      Section 7.7
      above.

     

    
      	
              Section
                10.

            	
              Termination
                of Agreement; Rights to Proceed.

            


    

     

    10.1        
      Termination.
      At any
      time prior to the Closing, this Agreement may be terminated as
      follows:

     

    (a)    by
      mutual
      written consent of Buyer and the Company;

     

    (b)    by
      Buyer
      or the Company, if the Closing has not occurred on or before April 1, 2006
      (the
“Termination
      Date”);
      provided that the terminating party is not in material breach of this
      Agreement;

     

    (c)    by
      Buyer
      or the Company pursuant to Section 4.4; or

     

    (d)    by
      either
      the Company or Buyer if consummation of the transactions contemplated hereby
      would violate a nonappealable final order, decree or judgment of any court
      or
      governmental body having competent jurisdiction.

     

    The
      party
      desiring to terminate this Agreement pursuant to Section 10.1(b), (c) or (d)
      shall give notice of such termination to the other party.

    


    10.2        
      Effect
      of Termination.
      If this
      Agreement is terminated as permitted by Section 10.1, such termination
      shall be without liability of either party (or any stockholder, member, partner,
      director, officer, employee, agent, consultant or representative of such party)
      to the other party to this Agreement and the Deposit shall be returned to Buyer;
      provided
      that
      if a
      termination under Section 10.1(b) or (d) shall result from the (i) failure
      of either party to fulfill a condition to the performance of the obligations
      of
      the other party, (ii) failure of either party to perform a covenant of this
      Agreement or (iii) breach by either party hereto of any representation or
      warranty or agreement contained herein (any of (i), (ii) or (iii), a
“Breach”),
      then,
      in the case of a Breach by Buyer, the Company shall retain the Deposit and
      the
      retention of the Deposit by the Company in such circumstances shall in no way
      limit the amount of damages that may be recovered by the Company from Buyer
      with
      respect to Losses suffered as a result of Buyer’s Breach (with the Deposit to be
      applied against any damages awarded against Buyer), and in the case of a Breach
      by the Company, Buyer shall have the right to pursue all available legal and
      equitable remedies including, without limitation, specific performance. In
      the
      case of a termination by Buyer under Section 10.1(c), the return to Buyer of
      the
      Deposit shall be Buyer’s sole and exclusive remedy against the Company, and the
      Company shall have no further liability to Buyer. The provisions of Sections
      7.1, 11.1, 11.6 and 11.7 shall survive any termination hereof pursuant to this
      Section 10.


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      	
              Section
                11.

            	
              Miscellaneous.

            


    

     

    11.1        
      Fees
      and Expenses.
      Each
      party shall pay its own expenses and costs associated with the preparation
      and
      negotiation of this Agreement and the consummation of the transactions
      contemplated hereby. 

     

    11.2        
      Survival
      of Representations and Warranties.
      All
      representations and warranties made by the Company or Buyer shall survive the
      Closing until the first anniversary of the Closing Date (the “Survival
      Period”).
      All
      covenants made by the Company or Buyer shall survive until June 15,
      2009.

     

    11.3        
      Indemnification
      by the Company.
      From
      and after Closing, and subject to Section 11.5, the Company shall indemnify
      and
      hold harmless Buyer and its representatives, stockholders, controlling persons,
      and Affiliates (the “Buyer
      Indemnified Persons”)
      for,
      and will pay to the Buyer Indemnified Persons the amount of, any Loss arising,
      directly or indirectly, from or in connection with: (a) any Breach by the
      Company of any representation or warranty made by the Company in this Agreement;
      and (b) any Breach by the Company of any covenant or obligation of the Company
      in this Agreement.

     

    11.4        
      Indemnification
      by Buyer.
      From
      and after Closing, and subject to Section 11.5, Buyer shall indemnify and hold
      harmless each the Company and its Affiliates (the “Seller
      Indemnified Persons”)
      for,
      and will pay to the Seller Indemnified Persons the amount of, any Loss arising,
      directly or indirectly, from or in connection with: (a) any Breach by Buyer
      of
      any representation or warranty made by Buyer in this Agreement and (b) any
      Breach by Buyer of any covenant or obligation of Buyer in this
      Agreement.

     

    11.5        
      Limitations
      on Indemnity.
      Neither
      party will have any liability under Section 11.3 or 11.4 as the case may be
      for
      indemnification with respect to any representation or warranty unless the party
      seeking indemnification notifies the indemnifying party of a claim in writing
      specifying the claim in reasonable detail prior to the end of the Survival
      Period. The Company shall not have any liability for indemnification with
      respect to matters described in Section 11.3(a) or, to the extent relating
      to
      any failure to perform or comply prior to the Closing Date, Section 11.3(b),
      until the total of all Losses with respect to such matters exceeds $750,000
      and
      then only for the amount by which such Losses exceeds $750,000, provided
      that
      the
      foregoing deductible shall not apply to any Breach of a representation, warranty
      or covenant relating to income taxes or with respect to Section 5.1(b) and
      (d),
      and the first sentence of Section 5.4. The Company shall not have any liability
      for indemnification with respect to Losses suffered by the Buyer Indemnified
      Persons, in the aggregate, in excess of $15,000,000, provided
      that
      the
      foregoing limitation shall not apply to any Breach of a representation, warranty
      or covenant relating to income taxes.

    
       

      11.6        
        Governing
        Law; Consent to Jurisdiction.
        This
        Agreement and all disputes, actions or proceedings arising out of or relating
        to
        this Agreement or the negotiation, validity or performance hereunder or the
        transactions contemplated hereby and/or the rights and obligations of the
        parties to this Agreement shall be governed by and construed in accordance
        with
        the internal laws of the State of Delaware, without regard to its conflict
        of
        laws provisions. Each of the parties hereto hereby irrevocably and
        unconditionally consents to the jurisdiction of the Center for Public Resources
        to resolve any such dispute, action or proceeding (except with respect to
        any
        equitable remedy to which a party is entitled), and further consents to the
        jurisdiction of the courts of the State of Colorado and the United States
        District Court for the District of Colorado for the purpose of enforcing
        the
        arbitration provisions of Section 11.7 and pursuing any equitable remedy.
        Each of the parties hereto hereby irrevocably and unconditionally waive any
        objection to the laying of venue of any such dispute, action or proceeding
        before the Center for Public Resources based on a lack of personal jurisdiction
        or the laying of venue, and hereby further irrevocably and unconditionally
        waive
        and agree not to plead or claim in any court that arbitration before the
        Center
        for Public Resources has been brought in an inconvenient forum. Each of the
        parties hereto further agree that service of process, summons, notice or
        document by U.S. registered mail to such party’s address set forth in
        Section 11.8 hereof shall be effective service of process for any such
        dispute, action or proceeding brought against such party in any such
        court.

       

    

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    11.7        
      Arbitration.
      Any
      dispute arising out of or relating to this Agreement or the breach, termination
      negotiation, or validity hereof and/or the rights or obligations of the parties
      arising out of or relating to this agreement or the breach, termination,
      negotiation, or validity hereof shall be finally settled by binding arbitration
      conducted expeditiously in accordance with the Center for Public Resources
      Rules
      for Nonadministered Arbitration of Business Disputes (the “CPR
      Rules”).
      The
      Center for Public Resources shall appoint a neutral advisor from its National
      CPR Panel. The arbitration shall be governed by the United States Arbitration
      Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the
      arbitrators may be entered by any court having jurisdiction thereof. The place
      of arbitration shall be Denver, Colorado.

     

    Such
      proceedings shall be administered by the neutral advisor in accordance with
      the
      CPR Rules as he/she deems appropriate, however, such proceedings shall be guided
      by the following agreed upon procedures:

     

    (a)    mandatory
      exchange of all relevant documents, to be accomplished within forty-five (45)
      days of the initiation of the procedure;

     

    (b)    no
      other
      discovery;

     

    (c)    hearings
      before the neutral advisor which shall consist of a summary presentation by
      each
      side of not more than three hours; such hearings to take place on one or two
      days at a maximum; and

     

    (d)    decision
      to be rendered not more than ten (10) days following such hearings.

     

    Notwithstanding
      anything to the contrary contained herein, the provisions of this
      Section 11.7 shall not apply with respect to any equitable remedies to
      which any party may be entitled.

     

    11.8        
      Notices.
      Any
      notice, request, demand or other communication required or permitted hereunder
      shall be in writing and shall be deemed to have been given (i) if delivered
      or sent by facsimile transmission, upon acknowledgment of receipt by the
      recipient, (ii) if sent by a nationally recognized overnight courier,
      properly addressed with postage prepaid, on the next business day (or Saturday
      or Sunday if sent for delivery on such days), (iii) or if sent by
      registered or certified mail, upon the earlier of the date on which receipt
      is
      acknowledged or the date which is three (3) days after deposit in United States
      post office facilities properly addressed with postage prepaid. All notices
      to a
      party will be sent to the addresses set forth below or to such other address
      or
      person as such party may designate by notice to each other party
      hereunder:

     

    
      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

          Exhibit
            10.17

        

      

    

    


    
      	
              TO
                BUYER:

            	 
	 	 
	 	
              Berry
                Petroleum Company

            
	 	
              5201
                Truxtun Avenue, Suite 300

            
	 	
              Bakersfield,
                California 93309-0640

            
	 	
              Attn:
                Land Manager

            
	 	
              Fax:
                (661) 616-3886

            
	 	
              Tel:
                (661) 616-3900

            
	 	 
	
              With
                copies to:

            	 
	 	 
	 
              	
              Musick,
                Peeler & Garrett LLP

            
	 	
              200
                North Westlake Boulevard, Suite 204

            
	 	
              Westlake
                Village, California 91362

            
	 	
              Attn:
                Laura McAvoy

            
	 	
              Fax:
                (805) 418-3101

            
	 	
              Tel:
                (805) 418-3115

            
	 	 
	 	
              and

            
	 	 
	 	
              Holland
                & Hart LLP

            
	 	
              555
                Seventeenth Street, Suite 2700

            
	 	
              Denver,
                Colorado 80201

            
	 	
              Attn:
                Davis O’Connor

            
	 	
              Fax:
                (303) 295-8261

            
	 	
              Tel:
                (303) 295-8000

            
	 	 
	
              If
                to Company:

            	 
	 	 
	 	
              Orion
                Energy Partners L.P.

            
	 	
              1675
                Broadway, Suite 2000

            
	 	
              Denver,
                CO 80202

            
	 	
              Attn:
                General Partner

            
	 	
              Fax:
                (303) 595-3043

            
	 	
              Tel:
                (303) 595-3030

            
	 	 


    

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    

     

    
      
        	
                With
                  a copy to:

              	 
	 	 
	 	
                Davis
                  Graham & Stubbs LLP

              
	 	
                1550
                  Seventeenth Street, Suite 500

              
	 	
                Denver,
                  CO 80202

              
	 	
                Attn:
                  Chris Richardson

              
	 	
                Fax:
                  (303) 893-1379

              
	 	
                Tel:
                  (303) 892-9400

              


      

    

     

     

    Any
      notice given hereunder may be given on behalf of any party by his counsel or
      other authorized representatives.

     

    11.9   Entire
      Agreement.
      This
      Agreement, including the Schedules and Exhibits hereto, reflects the entire
      agreement of Buyer and the Company with respect to its subject matter, and
      replaces and supersedes the Original Agreement and all previous written or
      oral
      negotiations, commitments and writings. The Original Agreement is hereby
      terminated and all rights and obligations of the parties thereto are hereby
      terminated and discharged.

     

    11.10        
      Severability.
      Whenever possible, each provision of this Agreement will be interpreted in
      such
      manner as to be effective and valid and valid under applicable law, but if
      any
      provision of this Agreement is held to be prohibited by or invalid under
      applicable law, such provision will be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of such provision
      or the remaining provisions of this Agreement.

     

    11.11        
      Assignability;
      Binding Effect.
      This
      Agreement may not be assigned by any party hereto without the prior written
      consent of the other parties hereto. This Agreement shall be binding upon and
      enforceable by, and shall inure to the benefit of, the parties hereto and their
      respective successors and permitted assigns.

     

    11.12        
      Captions
      and Gender.
      The
      captions in this Agreement are for convenience only and shall not affect the
      construction or interpretation of any term or provision hereof. The use in
      this
      Agreement of the masculine pronoun in reference to a party hereto shall be
      deemed to include the feminine or neuter, as the context may
      require.

     

    11.13        
      Execution
      in Counterparts/Third Party Beneficiaries.
      For the
      convenience of the parties and to facilitate execution, this Agreement may
      be
      executed in two or more counterparts, each of which shall be deemed an original,
      but all of which shall constitute one and the same document. Facsimile
      signatures shall constitute original signatures. No provision of this Agreement
      is intended to confer upon any Person other than the parties hereto any rights
      or remedies hereunder.

     

    11.14        
      Amendments.
      This
      Agreement may not be amended or modified, nor may compliance with any condition
      or covenant set forth herein be waived, except by a writing duly and validly
      executed by Buyer and the Company, or in the case of a waiver, the party waiving
      compliance.


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    11.15        
      Publicity
      and Disclosures.
      Except
      as and to the extent required by law, without the prior written consent of
      Buyer, the Company will not and the Company will direct their representatives
      not to, make, directly or indirectly, any public comment, statement or
      communication with respect to, or otherwise to disclose or to permit the
      disclosure of the existence of discussions regarding a transaction between
      the
      parties or any of the terms, conditions, or other aspects of the transaction.
      If
      the Company is required by law to make any such disclosure, it must first
      provide to Buyer the content of the proposed disclosure, the reasons that such
      disclosure is required by law, and the time and place that the disclosure will
      be made and afford Buyer a reasonable opportunity to comment upon and request
      changes in the disclosure. In the period before Closing, prior to Buyer making
      any press release or public disclosure regarding this Agreement or the
      transaction between the parties, Buyer will provide the Company with relevant
      portions of any such disclosure and afford the Company a reasonable opportunity
      to comment and request changes to such disclosure.

     

    11.16        
      Disclosure
      Schedules.
      The
      representations and warranties contained in Section 3 are qualified by reference
      to the Disclosure Schedules attached hereto. The Disclosure Schedules are not
      intended to constitute, and shall not be construed as constituting,
      representations or warranties of the Company except as and to the extent
      provided in this Agreement. The Disclosure Schedules may include items or
      information which the Company is not required to disclose under this Agreement;
      disclosure of such items or information shall not affect (directly or
      indirectly) the interpretation of this Agreement or the scope of the disclosure
      obligation of the Company under the Agreement. Inclusion of information in
      the
      Disclosure Schedules shall not be construed as an admission that such
      information is material to the Company or the financial position or results
      of
      operation of the PGR Assets or the Company.

     

    Cross
      references that may be contained in certain of the Disclosure Schedules to
      other
      Disclosure Schedules should not be regarded as all-inclusive. Information
      contained in various Disclosure Schedules or sections and subsections of the
      Disclosure Schedules may be applicable to other Disclosure Schedules or sections
      and subsections. Every matter, document or item referred to, set forth or
      described in one Disclosure Schedule shall be deemed to be disclosed under
      each
      and every part, category or heading of that Disclosure Schedule and all other
      Disclosure Schedules and shall be deemed to qualify the representations and
      warranties of the Company in the Agreement, to the extent such matter, document
      or item may apply. Headings have been inserted on sections of the Disclosure
      Schedules for the convenience of reference only and shall to no extent affect
      the construction or interpretation of any of the provisions of the Agreement
      or
      the Disclosure Schedules.


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

        Exhibit
          10.17

      

    


    IN
      WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
      as
      of the date first set forth above.

    


    
      	 	
              BUYER

            
	 	 
	 	
              BERRY
                PETROLEUM COMPANY

            
	 	 	 
	 	
              By:

            	 	 /s/ 
              Michael Duginski
	 	 	
              Name:

            	 Michael
              Duginski
	 	 	
              Title:

            	 Executive
              Vice President
	 	 	 
	 	
              COMPANY

            
	 	 
	 	
              ORION
                ENERGY PARTNERS L.P.

            
	 	 
	 	
              By:
                Orion Energy Partners, Inc., its General Partner

            
	 	 	 
	 	
              By:

            	 	 /s/ 
              Daniel G. Blanchard
	 	 	
              Name:

            	 Daniel
              G. Blanchard
	 	 	
              Title:

            	 Executive
              Vice President


    

     

     

    -33-