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                                                                    EXHIBIT 10.8

                              ENERGY PARTNERS, LTD.
                            STOCK PURCHASE AGREEMENT


         This Stock Purchase Agreement is made as of October 26, 1999, by and
among (i) Energy Partners, Ltd., a Delaware corporation (the "Company") and (ii)
Evercore Capital Partners L.P., Evercore Capital Partners (NQ) L.P. and Evercore
Capital Offshore Partners L.P., each a limited partnership (each a "Purchaser"
and collectively the "Purchasers").

                                   SECTION 1

                                  DEFINITIONS

         1.1 Defined Terms. The following terms are defined as follows:

         "Affiliate" means, with respect to any Person: (i) any Person that
holds direct or indirect beneficial ownership (as defined in Rule 13d-3 under
the Exchange Act) of voting securities or other voting interests representing at
least 5% of the outstanding voting power of a Person; (ii) any Person that holds
direct or indirect beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of equity securities or equity interests representing at least 5%
of the outstanding equity securities or equity interests of a Person; (iii) any
brother, sister, parent, child or spouse of such Person or any person described
in clauses (i) and (ii); and (iv) any Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

         "Annual Plan," see Section 8.1(d).

         "Bank One Agreement," see Section 4.7.

         "Business Day" means any day that is not a Saturday, Sunday or a day on
which banking institutions in New York or Louisiana are required or permitted to
close.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations and published interpretations thereunder. Section
references to the Code and its regulations are to those provisions as in effect
at the date of this Agreement, together with any subsequent provisions to the
Code that amend, supplement or replace the provisions to which reference is
made.

         "Closing," see Section 3.1.

         "Company Properties," see Section 4.18(a).


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                                      -2-

         "EIF" means Energy Income Fund, L.P.

         "EIF Warrant Agreement" means the warrant agreement dated the Closing
Date between the Company and EIF in the form attached hereto as Exhibit E.

         "Employee Pension Benefit Plan" has the meaning given in Section 3(2)
of ERISA.

         "Environmental Law" means any applicable foreign, federal, state or
local statute, regulation, ordinance or rule of common law as now in effect in
any way relating to the protection of human health and the environment
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. App. Sections 1801 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), the
Clean Water Act (33 U.S.C. Sections 1251 et seq.), the Clean Air Act (42 U.S.C.
Sections 7401 et seq.), the Toxic Substances Control Act (I5 U.S.C. Sections
2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C.
Sections 136 et seq.), and the Occupational Safety and Health Act (29 U.S.C.
Sections 651 et seq.), regulations promulgated pursuant to these statutes, and
common law principles of tort liability; and (i) the Louisiana Environmental
Quality Act LSA-R.S. 30:2001 et seq., (ii) Section XV of Statewide Order 29-B of
the Louisiana Conservation Commission, and (iii) all other foreign, federal,
state, tribal and local laws (whether common or statutory), rules, regulations,
consent agreements, compliance schedules, and orders directly and/or indirectly
relating to public health and safety, air pollution, water pollution, noise
control, wetlands, oceans, waterways, and/or the presence, use, generation,
manufacture, transportation, processing, treatment, handling, discharge,
release, disposal, or recovery of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or materials and/or underground
storage tanks, as each of the foregoing laws, rules, regulations and orders may
be amended, supplemented, and/or reauthorized from time to time.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any regulation or rule issued thereunder.

         "ERISA Affiliate" means any Person that together with the Company,
would be or was at any time treated as a single employer under Section 414 of
the Code or Section 4001 of ERISA and any general partnership of which the
Company is or has been a general partner.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor Federal statute, and the rules and regulations of the SEC
issued under such Act, as they may, from time to time, be in effect.

         "Financial Statements," see Section 4.6.


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                                      -3-

         "Financing Agreement" means the financing agreement dated April 15,
1998 by and between Energy Income Fund, L.P. and the Company.

         "GAAP" means generally accepted accounting principles as presently
promulgated by the Financial Accounting Standards Board ("FASB"), as amended
from time to time by FASB or any successor authority.

         "Hazardous Material" means any substance, material or waste that is
regulated by the United States, the foreign jurisdictions in which the Company
conducts business or any applicable state or local governmental authority
including, without limitation, petroleum and its by-products, asbestos and any
material or substance that is defined as a "hazardous waste," "hazardous
substance," "hazardous material," "restricted hazardous waste," "industrial
waste," "solid waste," "contaminant," "pollutant," "toxic waste" or "toxic
substance" under any provision of Environmental Law.

         "Intellectual Property," see Section 4.10.

         "IRS" means the Internal Revenue Service.

         "Leased Properties," see Section 4.18(a).

         "Lien" means any lien, pledge, mortgage, deed of trust, security
interest, claim, lease, charge, option, right of first refusal, easement,
servitude, transfer restriction under any shareholder or similar agreement,
encumbrance or any other restriction or limitation whatsoever.

         "Owned Properties," see Section 4.18(a).

         "Permits" means any approvals, authorizations, consents, licenses,
permits or certificates.

         "Person" means an individual, partnership, limited liability company,
corporation, joint stock company, trust, unincorporated association, joint
venture or other entity or a government or any political subdivision or agency
thereof.

         "Personal Property Leases," see Section 4.19(a).

         "Real Property Leases," see Section 4.18(a).

         "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal or leaching into the indoor
or outdoor environment, or into or out of any property.



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                                      -4-

         "Remedial Action" means all actions to (x) clean up, remove, treat or
in any other way address any Hazardous Material; (y) prevent the Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment; or (z) perform pre-remedial
studies and investigations or post-remedial monitoring and care.

         "SEC" means the United States Securities and Exchange Commission, or
any federal agency at the time administering the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor Federal statute, and the rules and regulations of the SEC issued under
such Act, as they each may, from time to time, be in effect.

         "Series A Preferred Stock," see Section 2.1.

         "Series B Preferred Stock," see Section 2.1.

         "Series C Preferred Stock," see Section 2.1.

         "Stockholder Agreement" means the stockholder agreement dated the
Closing Date among the Company, the Purchasers and the other Persons named
therein in the form attached hereto as Exhibit D.

         "U.S. Foreign Corrupt Practices Act" means the U.S. Foreign Corrupt
Practices Act of 1977, Pub. L. No. 95-213, Sections 101-104, as amended, and any
other applicable law, regulation, order, decree or directive having the force of
law and relating to bribes, kick-backs or similar business practices.

                                    SECTION 2

                                  SALE OF STOCK

         2.1 Authorization. The Company will authorize the issuance and sale of
(i) 500,000 shares of Series A Convertible Preferred Stock (the "Series A
Preferred Stock") having the terms specified in the preferred stock designation
attached hereto as Exhibit A, (ii) 150,000 shares of Series B Convertible
Preferred Stock (the "Series B Preferred Stock") having the terms specified in
the preferred stock designation attached hereto as Exhibit B and (iii) 900,000
shares of Series C Preferred Stock (the "Series C Preferred Stock") having the
terms specified in the preferred stock designation attached hereto as Exhibit C.

         2.2 Sale of Preferred Stock by the Company. Subject to the terms and
conditions hereof, the Company will issue and sell to the Purchasers, and the
Purchasers, jointly



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and severally, will buy from the Company, the Series A Preferred Stock for an
aggregate purchase price of $50,000,000 and the Series B Preferred Stock for an
aggregate purchase price of $10,000,000.

                                    SECTION 3

                             CLOSING DATE; DELIVERY

         3.1 Closing Date. The closing of the purchase and sale of the stock
hereunder shall be held at the offices of the Company at 201 St. Charles Avenue,
Suite 3400, New Orleans, Louisiana 70170, at 1:00 p.m., local time on a Business
Day not later than 15 Business Days after the date of this Agreement (the
"Closing") or at such other time and place upon which the Company and the
Purchasers shall agree (the date of the Closing is hereinafter referred to as
the "Closing Date").

         3.2 Delivery. At the Closing, the Company will deliver to the
Purchasers certificates registered in one or more of the Purchasers' names
representing the Series A Preferred Stock and Series B Preferred Stock, against
payment of the aggregate purchase price therefor by wire transfer per the
Company's instructions.

                                    SECTION 4

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Purchasers as
follows:

         4.1 Organization and Standing; Certificate of Incorporation and
By-Laws. The Company is a corporation duly organized and existing under, and by
virtue of, the laws of the State of Delaware and is in good standing under such
laws. The Company has requisite corporate power and authority and is in
possession of all material franchises, grants, authorizations, licenses,
permits, easements, consents, certificates, approvals and orders to own, lease
and operate its properties and assets and to carry on its business as presently
conducted. The Company is qualified to do business and is in good standing as a
foreign corporation in Louisiana and Massachusetts.

         4.2 Corporate Power. The Company has all requisite legal and corporate
power and authority to execute and deliver this Agreement, to sell and issue the
Series A Preferred Stock and the Series B Preferred Stock contemplated hereby
and to carry out and perform its obligations under the terms of this Agreement.



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         4.3 Subsidiaries. The Company has no subsidiaries and does not
otherwise own or control, directly or indirectly, any equity interest in any
corporation, partnership, limited partnership, joint venture, association or
other business entity.

         4.4 Capitalization. On the Closing Date, after giving effect to the
transactions contemplated by this Agreement, the authorized capital stock of the
Company will consist of (a) 1,700, 000 shares of preferred stock, of which
500,000 shares have been designated as Series A Preferred Stock, 150,000 shares
have been designated as Series B Preferred Stock and 900,000 shares have been
designated as Series C Preferred Stock and (b) 20,000 shares of common stock. Of
the foregoing authorized amounts 500,000 shares of Series A Preferred Stock,
100,000 shares of Series B Preferred Stock and 10,040 shares of common stock
will be issued and outstanding on the Closing Date after giving effect to the
transactions contemplated by this Agreement. The outstanding shares of common
stock have been duly authorized and validly issued and are fully paid and
nonassessable. There are no options, warrants or other rights to purchase any of
the Company's authorized and unissued capital stock. The Company has no employee
stock purchase plans, stock option plans or other Employee Pension Benefit
Plans. There are outstanding (a) no securities of the Company or any Person
convertible into or exchangeable for shares of capital stock or voting
securities of the Company, (b) no options, warrants or other rights to acquire
from the Company (including any rights issuable or issued under any shareholder
rights plan or similar arrangement) and no obligations, contingent or otherwise,
of the Company to issue any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of the
Company, (c) no equity equivalent in the earnings or ownership of the Company or
any Person or any similar rights to share earnings or ownership, (d) no
outstanding obligations of the Company to repurchase, redeem or otherwise
acquire any of its securities and (e) except as may be required under one or
more of the Material Contracts listed in Schedule 4.14, no outstanding
obligation to make any investment (by loan, capital contribution or otherwise)
in any Person. As of the date of this Agreement, the holders of record of the
issued and outstanding shares of common stock are as set forth on Schedule 4.4.

         4.5 Authorization. The Company has all requisite corporate power and
authority to execute and deliver this Agreement, the Stockholder Agreement and
the EIF Warrant Agreement. All corporate action on the part of the Company, its
directors and its shareholders necessary for the authorization, execution,
delivery and performance by the Company of this Agreement, the Stockholder
Agreement and the EIF Warrant Agreement, the authorization, sale, issuance and
delivery of the Series A Preferred Stock and the Series B Preferred Stock, the
authorization of the Series C Preferred Stock, the issuance of common stock of
the Company upon conversion of the Series A Preferred Stock and the Series B
Preferred Stock, and the performance of all of the Company's obligations
hereunder and thereunder has been taken or will be taken prior to the Closing.
This Agreement, the Stockholder Agreement and the EIF Warrant Agreement, when
executed and delivered by the Company, shall constitute

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valid and binding obligations of the Company, enforceable in accordance with
their respective terms (except for the effect of the application of bankruptcy,
insolvency, reorganization, moratorium or similar laws governing the rights of
creditors generally or the availability of the remedy of specific performance).
The Series A Preferred Stock and Series B Preferred Stock, when issued in
compliance with the provisions of this Agreement, will be validly issued, fully
paid and nonassessable and will be free of all Liens and will be issued by the
Company in compliance with all applicable federal and state securities laws;
provided, however, that the Series A Preferred Stock and the Series B Preferred
Stock will be subject to restrictions on transfer under state and/or federal
securities laws and as provided in the Stockholder Agreement.

         4.6 Financial Statements. The Company has delivered to the Purchasers
its audited balance sheet, statement of operations and accumulated deficit and
statement of cash flows as of and for the period ended December 31, 1998, and
its unaudited balance sheet, statement of operations and accumulated deficit and
statement of cash flows as of and for the period ended June 30, 1999
(collectively the "Financial Statements"). The Financial Statements have been
prepared in accordance with GAAP applied on a consistent basis throughout the
periods indicated, except that the unaudited financial statements do not contain
footnotes, and are subject, in the case of the unaudited financial statements,
to normal year-end audit adjustments. Since June 30, 1999, except as set forth
on Schedule 4.6, the Company has not incurred any liability or obligation of any
nature whatsoever (whether due or to become due, accrued, fixed, contingent,
liquidated, unliquidated or otherwise) that in the aggregate would have a
material adverse effect on the Company.

         4.7 Absence of Changes. Since June 30, 1999, except as set forth on
Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that
was entered into after June 30, 1999, the Company has not entered into any
transaction which was not in the ordinary course of business; (b) there has been
no material adverse change in the condition (financial or otherwise), operating
results, property, assets or liabilities of the Company; (c) there has been no
damage to, destruction of or loss of physical property (whether or not covered
by insurance) materially and adversely affecting the business or operations of
the Company; (d) the Company has not declared or paid any dividend or made any
distribution on or with respect to any class or series of its capital stock or
equity interests, or redeemed, purchased or otherwise acquired any of its
capital stock or equity interests; (e) there has been no resignation or
termination of employment of any key officer or employee of the Company, and the
Company does not know of the impending resignation or termination of employment
of any such officer or employee; (f) there has been no labor dispute involving
the Company or its employees and none is pending or, to the best of the
Company's knowledge, threatened; (g) there has not been any material change in
the contingent obligations of the Company, by way of guaranty, endorsement,
indemnity, warranty or otherwise; (h) there has not been any waiver by the
Company of a valuable right or of a debt owed to it; (i) there has not been any
material adverse

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                                      -8-

change or amendment to a contract by which the Company or any of its assets
or properties is bound or subject; (j) there has not been any material increase
in excess of $25,000 annually in any compensation arrangement or agreement with
any employee of the Company receiving compensation; (k) there have not been any
events or circumstances that, individually or in the aggregate, have had a
material adverse

effect on the financial condition of the Company; and (l) the Company has not
(i) incurred any indebtedness for money borrowed, except pursuant to the
Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank
One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"),
(ii) made any loans or advances to any Person, other than ordinary advances for
travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise
disposed of any of its assets or rights for consideration in excess of $25,000
in any one transaction or series of other related transactions.

         4.8 Material Liabilities. The Company has no material liabilities or
obligations, absolute or contingent (individually or in the aggregate), except
(a) the liabilities and obligations set forth in the Financial Statements, (b)
liabilities and obligations incurred subsequent to June 30, 1999 in the ordinary
course of business that have not been, in the aggregate, materially adverse, (c)
liabilities and obligations under leases for its principal offices and for
equipment and (d) liabilities and obligations under sales, procurement and other
contracts and arrangements entered into in the normal course of business.

         4.9 Compliance with Other Instruments, etc. The Company is not in
violation of any term of its Certificate of Incorporation or By-Laws. The
Company is not in violation of any term or provision of any mortgage,
indebtedness, indenture, contract, agreement, instrument, judgment, order, writ
or decree, and is not in violation of any order, statute, rule or regulation
applicable to the Company, in any case where such violation would materially and
adversely affect the Company. The execution, delivery and performance of and
compliance with this Agreement, the Stockholder Agreement and the EIF Warrant
Agreement, the issuance of the Series A Preferred Stock and Series B Preferred
Stock, have not resulted and will not result in any material violation of, or
conflict with, or constitute, with or without the passage of time or giving of
notice, default under or give rise to any obligations under, the Company's
Certificate of Incorporation or By-Laws (as such documents will be in effect on
the Closing Date) or any of its material agreements in effect as of the Closing
Date, or result in the creation of any mortgage, pledge, lien, encumbrance or
charge upon any of the properties or assets of the Company, or violate any law,
order, rule or regulation applicable to the Company; and there is no such
violation or default that materially and adversely affects the business of the
Company or any of its properties or assets. The Company has all material Permits
of all governmental entities required to conduct its business as currently
conducted. The transactions contemplated by this Agreement, the Stockholder
Agreement and the EIF Warrant Agreement will not constitute a change of control
under any Employee Pension Benefit Plan, rights plan,


<PAGE>   9

                                      -9-

contract or agreement to which it is a party, or under any law, rule or
regulation to which it is subject.

         4.10 Patents and Other Intangible Assets. The Company owns or has the
right to use all patents, trademarks, service marks, trade names, copyrights,
trade secrets, proprietary rights and processes (and licenses with respect to
the foregoing) (the "Intellectual Property") used in the conduct of its
business. Except as set forth in Schedule 4.10, there are no outstanding
options, licenses or agreements of any kind relating to the foregoing, nor is
the Company bound by or a party to any options, licenses or agreements of any
kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, proprietary rights and processes of any other Person.
The Company has no patents, patent applications, registered trademarks,
trademark applications, registered copyrights and copyright applications. Since
its formation, the Company has not received any written communications alleging
that the Company has violated or, by conducting its business as proposed, would
violate any of the patents, trademarks, service marks, trade names, copyrights,
trade secrets, proprietary rights and processes of any other Person, nor is the
Company aware of any such violations.

         4.11 Litigation, etc. Except as set forth on Schedule 4.11, there are
no actions, suits, proceedings or investigations pending or, to the Company's
knowledge, threatened against the Company or its properties before any court or
governmental agency.

         4.12 Employees. To the Company's knowledge, no employee of the Company
is in violation of any term of any employment contract, patent disclosure
agreement or any other contract or agreement relating to the relationship of
such employee with the Company.

         4.13 Certain Transactions. Except as set forth on Schedule 4.13 hereto,
the Company is not indebted, directly or indirectly, to any of its officers,
directors or shareholders or to their respective spouses or children, in any
amount whatsoever; none of said officers, directors or, to the Company's
knowledge, shareholders, or any of their respective spouses or children, are
indebted to the Company or have any direct or indirect ownership interest in any
firm or corporation with which the Company is affiliated or with which the
Company has a business relationship, or any firm or corporation that competes
with the Company, except that officers, directors and/or shareholders of the
Company may own less than 1% of the stock of publicly traded companies which may
compete with the Company. No officer, director or shareholder, or any of their
respective spouses or children, is, directly or indirectly, interested in any
material contract with the Company. The Company is not a guarantor or indemnitor
of any indebtedness of any other Person.

         4.14 Material Contracts and Obligations. Attached hereto as Schedule
4.14 is a list of all agreements and contracts to which the Company is a party
or by which it is bound that are material to the conduct and operations of its
business and properties. Copies of



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                                      -10-

such agreements and contracts have been made available for inspection by the
Purchasers. All of such agreements and contracts are valid, binding (assuming
due execution and delivery by the other parties to such agreements and
contracts), are in full force and effect in all material respects and are
enforceable against the Company in accordance with their respective terms
(except for the effect of the application of bankruptcy, insolvency,
reorganization, moratorium or similar laws governing the rights of creditors
generally or the availability of the remedy of specific performance). The
Company is not in default under any such agreements in any material respect nor,
to the Company's knowledge, is any party to any such agreement in default
thereunder in any material respect.

         4.15 Governmental Consent, etc. No consent, approval or authorization
of (or registration, qualification, designation, declaration or filing with) any
federal, state or local governmental authority on the part of the Company is
required in connection with the valid execution and delivery of this Agreement,
or the offer, sale or issuance of the Series A Preferred Stock and Series B
Preferred Stock.

         4.16 Tax Matters. The Company: (a) has timely filed all tax returns
that are required to have been filed by it with all appropriate federal, state,
county and local governmental agencies; (b) has timely paid all taxes owed by it
for which it is obligated to withhold from amounts owing to any employee
(including without limitation social security taxes), creditor or third party
(other than taxes the validity of which are being contested in good faith by
appropriate proceedings, if adequate reserves therefore have been established on
the books and records of the Company in accordance with GAAP); and (c) has not
waived any statute of limitations with respect to taxes or agreed to any
extension of time with respect to a tax assessment or deficiency. The assessment
of any additional taxes for periods for which returns have been filed is not
expected to exceed the recorded liability therefor and, to the Company's
knowledge, there are no material unresolved questions or claims concerning the
Company's tax liability. To the Company's knowledge, the Company's tax returns
have not been reviewed or audited by any federal, state, local or county taxing
authority. There is no pending dispute with any taxing authority relating to any
of said returns that, if determined adversely to the Company, would result in
the assertion by any taxing authority of any valid deficiency in any material
amount for taxes. Proper and accurate amounts have been withheld by the Company
from its employees for all periods in full and complete compliance with the tax,
social security and unemployment withholding provisions of applicable federal,
state, local and foreign law and such withholdings have been timely paid to the
respective governmental agencies. The Company has not agreed to and is not
required to make any adjustment under Section 481(a) of the Code by reason of a
change in accounting method or otherwise. Except as set forth in Schedule 4.16,
the Company has no obligation under any tax-sharing agreement.

         4.17 Insurance. The Company maintains adequate insurance with respect
to its respective businesses and is in compliance with all requirements and
provisions thereof.


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                                      -11-

The Company has casualty and liability insurance policies, in such amounts and
with such coverage as are listed on Schedule 4.17.

         4.18 Real Property.

          (a) Schedule 4.18(a) sets forth a complete list of all real property
     and interests in real property owned (the "Owned Properties") or leased
     (the "Leased Properties") by the Company or an Affiliate, as lessee or
     lessor (the Leased Properties together with the Owned Properties, being
     referred to herein individually as a "Company Property" and collectively as
     the "Company Properties"). Except for properties operated pursuant to
     farmout agreements and properties owned or leased by other parties on which
     the Company performs contract operations, the Company Property constitutes
     all interests in real property currently used or currently held for use in
     connection with the businesses of the Company and which are necessary for
     the continued operation of the businesses of the Company as such businesses
     are currently conducted. The Company has a valid and enforceable (except as
     enforceability may be limited by bankruptcy and similar laws and subject to
     limitations on the remedy of specific performance) leasehold interest under
     each of the leases for the Leased Property (the "Real Property Leases"),
     and the Company has not received any written notice of any default or event
     which, with notice or lapse of time, or both, would constitute a default by
     the Company under any of the Real Property Leases or under any farmout
     agreement. The Company delivered or otherwise made available to the
     Purchasers true, correct and complete copies of the Real Property Leases
     and the farmout agreements, together with all amendments, modifications or
     supplements, if any, thereto.

          (b) The Company has all Permits of any governmental body necessary for
     the current use and operation of each Company Property, and the Company has
     complied in all material respects with all conditions of the Permits
     applicable to them. The Company has not received written notice that any
     default or violation, or event which, with the lapse of time or giving of
     notice or both would become a default or violation, has occurred in the due
     observance of any such Permit.

          (c) There does not exist any pending or to the Company's knowledge,
     threatened or contemplated condemnation or eminent domain proceedings that
     affect any Company Property or any part thereof, and the Company has not
     received any written notice of the intention of any governmental body or
     other person to take or use all or any part thereof.

          (d) The Company has not received any written notice from any insurance
     company that has issued a policy with respect to any Company Property
     requiring performance of any structural or other repairs or alterations to
     such Company Property.



<PAGE>   12

                                      -12-

          (e) Except as set forth in Schedule 4.18(e), the Company does not own
     or hold, and is not obligated under or a party to, any option, right of
     first refusal or other contractual right to purchase, acquire, sell, assign
     or dispose of any real estate or any portion thereof or interest therein.

         4.19 Tangible Personal Property.

          (a) Schedule 4.19(a) sets forth all leases of personal property
     ("Personal Property Leases") involving annual payments in excess of
     $150,000 relating to personal property used in the business of the Company
     or to which the Company is a party or by which the properties or assets of
     the Company are bound. The Company has delivered or otherwise made
     available to the Purchasers true, correct and complete copies of the
     Personal Property Leases, together with all amendments, modifications or
     supplements, if any, thereto.

          (b) The Company has a valid leasehold interest under each of the
     Personal Property Leases under which it is a lessee, and there is no
     default in any material respect under any Personal Property Lease by the
     Company, to the Company's knowledge by any party thereto, and to the
     Company's knowledge no event has occurred which, with the lapse of time or
     the giving of notice or both, would constitute a default thereunder.

          (c) Except as set forth on Schedule 4.19(c), the Company has good and
     marketable title to all of the items of tangible personal property owned by
     the Company and reflected in the Financial Statements and Schedule 4.19(c)
     hereto (except as sold or disposed of subsequent to the date thereof in the
     ordinary course of business consistent with past practice), free and clear
     of any and all Liens except for customary Liens incurred in the ordinary
     course of business which in the aggregate could not reasonably be expected
     to have a material adverse effect on the Company's financial condition.

         4.20 Environmental Matters. The Company is not in violation of any
environmental or safety statute, law or regulation that in the aggregate would
have a material adverse effect on the condition (financial or otherwise),
business, properties, assets or liabilities of the Company, and no material
expenditures are or will be required in order to comply with any such existing
statute, law or regulation. No action, proceeding, permit revocation, writ,
injunction or claim is pending or, to the Company's knowledge, threatened that
would impose any material environmental liability upon the Company. Except as
set forth on Schedule 4.20 or as would not have a material adverse effect on the
Company's financial condition, (a) the operations of the Company are in
substantial compliance with all applicable Environmental Laws and all Permits
issued pursuant to Environmental Laws or otherwise; (b) the Company has obtained
all Permits required under all applicable Environmental Laws necessary to
operate its business; (c) the Company is not the subject of any outstanding
written order, agreement or

<PAGE>   13

                                      -13-

arrangement with any governmental authority or Person respecting (i)
Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened
Release of a Hazardous Material; (d) the Company has not received any written
communication alleging either or both that the Company may be in violation of an
Environmental Law, or any Permit issued pursuant to any Environmental Law, or
may have any liability under any Environmental Law; (e) at the Closing, the
Company will not have any current contingent liability in connection with any
Release of any Hazardous Materials into the indoor or outdoor environment
(whether on-site or off-site) and has no reason to believe that such contingent
liability exists; (f) there are no investigations of the business, operations,
or currently or previously owned, operated or leased property of the Company
pending or, to its knowledge, threatened that could lead to the imposition of
any liability pursuant to Environmental Law; (g) there is not located at any of
the Company Properties any (i) underground storage tanks, (ii)
asbestos-containing material, (iii) equipment containing polychlorinated
biphenyls, or any (iv) Hazardous Materials (other than for Hazardous Materials
used or stored by the Company in the ordinary course of business and in material
compliance with applicable Environmental Laws and Permits); and (h) the Company
has provided or made available to the Purchasers all environmentally related
audits, studies, reports, analyses and results of investigations, if any, that
have been performed on its behalf with respect to the currently or previously
owned, leased or operated properties of the Company.

         4.21 Employee Pension Benefit Plans; Employees.

          (a) Neither the Company nor any ERISA Affiliate maintains, contributes
     to or is obligated to contribute to, nor has either the Company or any
     ERISA Affiliate ever maintained, contributed to or been obligated to
     contribute to, any Employee Pension Benefit Plan. Neither the Company nor
     any ERISA Affiliate has any liability (whether actual or conditional, with
     respect to its assets or otherwise) to or resulting from any Employee
     Pension Benefit Plan sponsored or maintained by a Person that is not the
     Company or any ERISA Affiliate. Neither the Company nor any ERISA Affiliate
     has or has had any obligations under any collective bargaining agreement.

          (b) Schedule 4.21(b) hereto sets forth an accurate list, as of the
     date hereof, of all officers, directors and key employees of the Company
     and lists all employment agreements with such officers, directors and key
     employees and the rate of compensation (and the portions thereof
     attributable to salary, bonus and other compensation respectively) of each
     such Person as of the date hereof.

          (c) Except as set forth in Schedule 4.21(c), the Company has not
     declared or paid any bonus compensation in contemplation of the
     transactions contemplated by this Agreement.

         4.22 Labor and Employment Matters. With respect to employees of the
Company: (a) the Company is and has been in compliance in all material respects
with all applicable

<PAGE>   14

                                      -14-

laws respecting employment and employment practices, terms and conditions of
employment and wages and hours, including without limitation any such laws
respecting employment discrimination, workers' compensation, family and medical
leave, the Immigration Reform and Control Act and occupational safety and health
requirements, and has not and is not engaged in any unfair labor practice; (b)
there is not now, nor since the Company's formation has there been, any unfair
labor practice complaint against the Company pending or, to the Company's
knowledge, threatened before the National Labor Relations Board or any other
comparable authority; (c) there is not now, nor since the Company's formation
has there been, any labor strike, slowdown or stoppage actually pending or, to
the Company's knowledge, threatened against the Company; (d) no labor
representation organization effort exists nor has there been any such activity
since the Company's formation; (e) no grievance or arbitration proceeding
arising out of or under collective bargaining agreements is pending and no
claims therefor exist or, to the Company's knowledge, have been threatened; (f)
the employees of the Company are not and have never been represented by any
labor union, and no collective bargaining agreement is binding and in force
against the Company or currently being negotiated by the Company; and (g) all
Persons classified by the Company as independent contractors, to the Company's
knowledge, do satisfy and have satisfied the requirements of law to be so
classified, and the Company has fully and accurately reported their compensation
on IRS Forms 1099 when required to so.

         4.23 No Pending Transactions. Except for the transactions contemplated
by this Agreement (including without limitation the Stockholder Agreement and
the EIF Warrant Agreement), the Company is not a party to or bound by or the
subject of any agreement, undertaking, commitment or discussions or negotiations
with any person that could result in (i) the sale, merger, consolidation or
recapitalization of the Company, (ii) the sale of all or substantially all of
the assets of the Company or (iii) a change of control of more than five percent
of the outstanding common stock of the Company.

         4.24 Disclosure. No representation or warranty by the Company contained
in this Agreement, in the schedules attached hereto or in any certificate to be
furnished at the Closing by the Company to the Purchasers in connection herewith
or pursuant hereto contains or will contain any untrue statement of a material
fact or omits or will omit to state any material fact necessary in order to make
any statement contained herein or therein not misleading.

         4.25 Minute Books. Except as set forth on Schedule 4.25 with respect to
minutes not yet approved by the board of directors, the minute books of the
Company contain a complete summary of all material actions by the directors and
stockholders since the date of incorporation and reflect all transactions
referred to in such minutes accurately in all material respects.

         4.26 Foreign Corrupt Practices. Neither the Company nor any of its
respective officers, directors, employees or agents has made, offered or agreed
to offer anything of

<PAGE>   15

                                      -15-

value to any governmental official, political party or candidate for government
office in violation of the U.S. Foreign Corrupt Practices Act nor has it
otherwise taken any action that would cause the Company to be in violation of
the U.S. Foreign Corrupt Practices Act.

         4.27 Corporate Documents. True and correct copies of the Certificate of
Incorporation and By-Laws of the Company, as are currently in effect, have been
delivered to the Purchasers.

         4.28 Brokers or Finders. Other than fees payable to Warburg Dillon Read
LLC and Lehman Brothers, neither the Company nor any Purchaser has incurred or
will incur, directly or indirectly, as a result of any action taken by the
Company, any liability for brokerage or finders' fees or agents' commissions or
any similar charges in connection with this Agreement.

         THE PARTIES HERETO AGREE THAT THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY THAT ARE SET FORTH IN THIS SECTION 4 CONSTITUTE ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE TO PURCHASER IN CONNECTION WITH THE SALE OF
THE COMPANY'S SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK PURSUANT TO
THIS AGREEMENT (AND THE ISSUANCE OF EQUITY SECURITIES OF THE COMPANY AS
DIVIDENDS THEREON OR UPON CONVERSION THEREOF). NO OTHER REPRESENTATIONS OR
WARRANTIES (WHETHER EXPRESS OR IMPLIED) HAVE BEEN OR ARE MADE TO PURCHASER, AND
EACH PURCHASER HEREBY WAIVES ANY CLAIMS THEREFOR. IN ADDITION, NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO REPRESENTATION OR WARRANTY IS
MADE HEREIN IN RESPECT OF THE COMPANY'S OPERATING OR PRODUCTION RESULTS IN THE
FUTURE OR IN RESPECT OF THE COMPANY'S RESERVES, AND EACH PURCHASER HEREBY WAIVES
ANY CLAIMS IN RESPECT THEREOF.

                                    SECTION 5

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each Purchaser hereby represents and warrants to the Company as
follows:

         5.1 Accredited Investor; Experience. It is an institutional "accredited
investor" as defined in Regulation D of the Securities Act. It has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company so that it is capable of
evaluating the merits and risks of its investment in the Company.



<PAGE>   16

                                      -16-

         5.2 Investment. It is acquiring the Series A Preferred Stock and the
Series B Preferred Stock for investment for its own account, not as a nominee or
agent, and not with the view to resale in violation of applicable law.

         5.3 Restricted Securities. It understands that the Series A Preferred
Stock, and the Series B Preferred Stock have not been registered under the
Securities Act of 1933, as amended, or under any state blue sky laws. It
acknowledges that the Series A Preferred Stock and the Series B Preferred Stock
are "restricted securities," as defined in Rule 144 of the Securities Act, and
must be held indefinitely unless subsequently registered under the Securities
Act (and any applicable state blue sky laws) or unless an exemption from such
registration is available. It acknowledges that the certificates representing
the Series A Preferred Stock and the Series B Preferred Stock shall bear a
legend substantially as follows:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR
     SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR (ii) AN APPLICABLE EXEMPTION FROM
     REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING
     SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY
     SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH EXEMPTION FROM
     REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND
     CONDITIONS OF A STOCKHOLDER AGREEMENT AMONG THE ISSUER AND ITS SHAREHOLDERS
     AND THE ORGANIZATIONAL DOCUMENTS OF THE ISSUER."

         5.4 No Public Market. It understands that no public market now exists
for any securities of the Company and that the Company has made no assurances
that a public market will ever exist for the Company's securities.

         5.5 Access to Data. It has had an opportunity to discuss the Company's
business, management and financial affairs with the Company's management and has
had the opportunity to visit the Company's offices and operations, to review
Company data, including internal and independent reserve reports, and to study
its business plan. It has also had an opportunity to ask questions of officers
of the Company, which questions were answered to its satisfaction. It
understands that such discussions, as well as any written information delivered
by the Company, including the business plan, were intended to describe certain
aspects of the Company's business and prospects but were not a thorough or
exhaustive description. The Purchaser has completed a satisfactory due diligence
investigation of the Company and has received all information requested
regarding the Company's business and operations. Notwithstanding the foregoing,
in making its decision to purchase, and in purchasing the Series A

<PAGE>   17

                                      -17-

Preferred Stock and the Series B Preferred Stock, the Purchaser has relied only
upon representations and warranties expressly set forth in this Agreement.

         5.6 Authorization. All corporate action on the part of such Purchaser,
its directors and its shareholders necessary for the authorization, execution,
delivery and performance by such Purchaser of this Agreement and the Stockholder
Agreement has been taken or will be taken prior to the Closing. This Agreement
and the Stockholder Agreement when executed and delivered by such Purchaser will
constitute valid and legally binding obligations of such Purchaser, enforceable
in accordance with their respective terms (except for the effect of the
application of bankruptcy, insolvency, reorganization, moratorium or similar
laws governing the rights of creditors generally or the availability of the
remedy of specific performance).

         5.7 Brokers or Finders. Other than fees payable to Warburg Dillon Read
LLC and Lehman Brothers, neither the Company nor any Purchaser has incurred or
will incur, directly or indirectly, as a result of any action taken by any
Purchaser, any liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement.


                                    SECTION 6

                        PURCHASERS' CONDITIONS TO CLOSING

         The Purchasers' obligations to purchase the common stock at the Closing
are subject to the fulfillment of the following conditions:

         6.1 Representations and Warranties Correct. The representations and
warranties made by the Company in Section 4 hereof shall be true and correct
when made and shall be true and correct in all material respects on the Closing
Date with the same force and effect as if they had been made on and as of such
date.

         6.2 Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.

         6.3 Compliance Certificate. The Company shall have delivered to the
Purchaser a certificate executed by an authorized officer and dated the Closing
Date, which certifies to the fulfillment of the conditions specified in Sections
6.1 and 6.2 of this Agreement.

         6.4 Opinion of Company's Counsel. The Purchasers shall have received
from counsel to the Company, an opinion dated the Closing Date, in form
reasonably satisfactory to the Purchasers, to the effect that:


<PAGE>   18

                                      -18-

          (a) the Company is a corporation validly existing and in good standing
     under the laws of the State of Delaware, and the Company has the requisite
     corporate power and authority to own its properties and to conduct its
     business;

          (b) the Company has the requisite corporate power and authority to
     execute, deliver and perform this Agreement, the Stockholder Agreement and
     the EIF Warrant Agreement. This Agreement, the Stockholder Agreement and
     the EIF Warrant Agreement have been duly and validly authorized by the
     Company, duly executed and delivered by an authorized officer of the
     Company and constitute legal, valid and binding obligations of the Company,
     except that no opinion need be given as to the availability of equitable
     remedies or as to bankruptcy, fraudulent transfer or similar laws;

          (c) as of the Closing Date after giving effect to the transactions
     contemplated by this Agreement, the authorized capitalization of the
     Company consists of (i) 20,000 shares of common stock, no par value per
     share, and (ii) 1,700,000 shares of preferred stock, of which 500,000
     shares have been designated Series A Preferred Stock, 150,000 shares have
     been designated as Series B Preferred Stock and 900,000 shares have been
     designated as Series C Preferred Stock;

          (d) the execution, delivery, performance and compliance with the terms
     of this Agreement, the Stockholder Agreement and the EIF Warrant Agreement
     do not violate any provision of the Company's amended Certificate of
     Incorporation or amended By-Laws; and

          (e) the shares of Series A Preferred Stock and Series B Preferred
     Stock to be sold to the Purchasers will, when paid for in accordance with
     the terms of this Agreement, be fully paid and nonassessable.

         6.5 Transaction Fee. On the Closing Date, the Company shall deliver a
structuring fee of $600,000 to Evercore Advisors Inc. and reimburse the
Purchasers for reasonable documented out of pocket expenses related to the
transaction.

         6.6 Amendment and Termination of Certain EIF Agreements. Concurrent
with the Closing, EIF and the Company shall have (i) amended the Financing
Agreement between the Company and EIF as provided in the letter agreement dated
October 21, 1999 between the Company and EIF in a manner reasonably acceptable
to the Purchasers, (ii) terminated the Second Amended and Restated Stockholders'
Agreement dated as of June 7, 1998 among the Company, EIF and the shareholders
named therein and (iii) terminated (except as to the provisions set forth in
Sections 4 and 11 thereof) the common stock purchase agreement dated May 7, 1998
between the Company and EIF.


<PAGE>   19

                                      -19-

         6.7 Stockholder Agreement. Concurrent with the Closing, the Purchasers,
the Company and the other parties thereto shall have executed and delivered the
Stockholder Agreement.

         6.8 Credit Facility Consent. The Company shall have obtained the
written consent of Bank One, Texas, N.A. with respect to this Agreement and the
transactions contemplated hereby.

         6.9 Restated Certificate of Incorporation; Preferred Stock
Designations. The Company shall have amended (and filed with the Secretary of
State of the State of Delaware) a restated certificate of incorporation, which
shall include the preferred stock designations set forth as Exhibits A, B and C
to this Agreement and such other provisions as shall be agreed among the parties
hereto.

         6.10 Amended By-Laws. The Company shall have amended its By-laws and
such amended By-laws shall be satisfactory to the parties hereto.

         6.11 Amended Employment Agreements. Each of Richard Bachmann, Clinton
Coldren, Thomas DeBrock, John McCandless, Ken Meyers, James Orth, Ken Smith,
Jean Stallard and Louis Willhoit, Jr. shall have executed and delivered an
amendment to their respective employment agreements in form and substance
satisfactory in each case to the Purchasers and the respective employee.

         6.12 Paydown of Financing Agreement. Concurrent with the Closing, the
Company shall pay to EIF the cash amount set forth in Exhibit E hereto.

         6.13 Escrow. Existing shareholders of the Company shall have delivered
to the Company certificates for the number of shares of common stock set forth
on Schedule 6.13, along with stock powers executed in blank.

         6.14 Material Adverse Change. Since the date hereof, there shall not
have occurred any material adverse change in the condition (financial or
otherwise), operating results, property, assets, liabilities or prospects of the
Company. For avoidance of doubt, each Purchaser hereby agrees that if the well
known as "OCSG-0392 'EPL No. 1' - Grand Isle Block 37, Bay Marchand 2 Field" is
not completed as a well capable of producing hydrocarbons in commercial
quantities, that fact alone shall not constitute a material adverse change.



<PAGE>   20

                                      -20-

                                    SECTION 7

                       THE COMPANY'S CONDITIONS TO CLOSING

         The Company's obligation to sell and issue the Series A Preferred Stock
and Series B Preferred Stock at the Closing Date is subject to the fulfillment
as of the Closing Date of the following conditions:

         7.1 Representations. The representations made by the Purchasers in
Section 5 hereof shall be true and correct when made in all material respects
and shall be true and correct in all material respects on the Closing Date with
the same force and effect as if they had been made on and as of such date.

         7.2 Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.

         7.3 Compliance Certificate. The Purchasers shall have delivered to the
Company a certificate of the Purchasers, executed by an authorized officer of
the Purchasers and dated the Closing Date, which certifies to the fulfillment of
the conditions specified in Sections 7.1 and 7.2 of this Agreement.

         7.4 EIF Warrant Agreement. Concurrent with the Closing, the Company and
EIF shall have executed and delivered the EIF Warrant Agreement and EIF shall
have delivered to the Company for cancellation certificates representing
2,194.48 shares of common stock of the Company.

         7.5 Other. The conditions specified in Sections 6.6 through 6.13 shall
have been satisfied.

                                    SECTION 8

             AFFIRMATIVE COVENANTS OF THE COMPANY AND THE PURCHASERS

         8.1 Financial Information. Subject to Section 8.10, the Company will
deliver or provide to the Purchasers:

          (a) as soon as practicable after the end of each fiscal year, and in
     any event within 120 days thereafter, (i) the balance sheet of the Company
     as of the end of such fiscal year and a statement of operations and cash
     flow of the Company for such year, prepared in accordance with GAAP and
     setting forth in each case in comparative form similar information for the
     previous fiscal year, all in reasonable detail and audited by


<PAGE>   21

                                      -21-

     independent public accountants of national standing selected by the Company
     and (ii) a reserve report audited by an independent reservoir reserve
     auditing firm of national standing selected by the Company;

          (b) as soon as practicable after the end of the first, second and
     third quarterly accounting periods in each fiscal year of the Company and
     in any event within 45 days thereafter, a balance sheet of the Company as
     of the end of each such quarterly period and a statement of operations and
     cash flow of the Company for such period and for the current fiscal year to
     date, prepared in accordance with GAAP (other than for accompanying notes
     and subject to normal year-end audit adjustments), all in reasonable detail
     and certified by the principal financial or accounting officer of the
     Company that they were so prepared;

          (c) as soon as practicable after the end of each fiscal month, and in
     any event within 30 days thereafter, an unaudited balance sheet of the
     Company as of the end of such month, an unaudited statement of operations
     and cash flow for each month, together with a monthly internal management
     report and bi-weekly staff reports, and for the current fiscal year to
     date. Such fiscal statements shall be prepared in accordance with GAAP
     consistently applied (other than accompanying notes), all in reasonable
     detail and signed, subject to year-end audit adjustments, by the principal
     financial or accounting officer of the Company; and

          (d) within 30 days prior to the beginning of each fiscal year, an
     annual plan (the "Annual Plan"). The Annual Plan shall set forth in
     reasonable detail forecasted balance sheets, statements of operations and
     statements of cash flows for such fiscal year and for each month within
     that year.

         8.2 Material Litigation. Subject to Section 8.9, promptly after the
Company learns of the commencement or written threat of commencement of any
litigation or proceeding against the Company or any of its respective assets
that could reasonably be expected to have a material adverse effect on the
Company, the Company shall deliver to Purchasers written notice of the nature
and extent of such litigation or proceeding.

         8.3 Material Agreements. Subject to Section 8.9, within ten (10) days
after the expiration of the applicable cure period, if any, or if no cure period
exists within ten (10) days after the receipt by the Company of written notice
of default by the Company under any material contract, agreement or document to
which it is a party or by which it is bound, the Company shall deliver to
Purchasers written notice of the nature and extent of such default.

         8.4 Accountants' Management Letters, Etc. Subject to Section 8.9,
promptly after receipt by the Company, the Company shall deliver to Purchasers
copies of all accountants' management letters and all management and board
responses to such letters,

<PAGE>   22

                                      -22-

and copies of all certificates as to compliance, defaults, material adverse
changes, material litigation or similar matters relating to the Company, which
shall be prepared by the Company or its officers and delivered to the third
parties.

         8.5 Stockholders' Lists. Subject to Section 8.9, within sixty (60) days
after the end of each fiscal year, the Company shall deliver to Purchasers a
stockholders' list, showing the authorized and outstanding shares by class,
including the common stock equivalents of any convertible security, the holders
of all outstanding shares (both before giving effect to dilution and on a fully
diluted basis) and all outstanding options, warrants and convertible securities,
and detailing all options and warrants granted, exercised or lapsed (including
in each case, without limitation, all option and warrant exercise prices, stock
issuance prices and other terms) and all shares issued or sold (whether to
directors or managers, in connection with financing or otherwise).

         8.6 Access. Subject to Section 8.9, upon the written request of the
Purchasers, the Company shall afford the Purchasers and their accountants,
counsel and other representatives, full access during normal business hours to
all of its properties, books, contracts, commitments, records and officers,
permit them to copy or make extracts therefrom, and the Company shall furnish
promptly to the Purchasers all information concerning its business, properties
and personnel as the Purchasers may reasonably request. Subject to the
requirements of applicable law, each Purchaser agrees to keep in strict
confidence, and will instruct and cause its advisors, representatives and agents
to keep in strict confidence, all data, information and materials furnished or
made available to such Purchaser pursuant to the immediately preceding sentence.

         8.7 Foreign Corrupt Practices. Neither the Company nor any of its
officers, directors, employees or agents will offer or agree to offer anything
of value to any government official, political party or candidate for government
office nor will it otherwise take any action that would cause the Company to be
in violation of the U.S. Foreign Corrupt Practices Act.

         8.8 Assignment of Rights to Financial Information. The rights granted
pursuant to Sections 8.1 through 8.6 may not be assigned or otherwise conveyed
by the Purchasers or by any subsequent transferee of any such rights without the
prior written consent of the Company.

         8.9 Termination of Covenants. The covenants set forth in Sections 8.1
through 8.6 shall terminate on the Transition Date. "Transition Date" shall have
the meaning specified in the Stockholder Agreement.



<PAGE>   23

                                      -23-

                                    SECTION 9

                                  MISCELLANEOUS

         9.1 Governing Law. This Agreement shall be governed in all respects by
the internal laws and not the choice of law rules of the State of Delaware.

         9.2 Survival. The representations and warranties made herein (other
than pursuant to Section 4.20) shall survive until the third anniversary of the
Closing Date and the representation set forth in Section 4.20 shall survive
until the second anniversary of the Closing Date.

         9.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
provided, however, that the right of the Purchasers to purchase the Series A
Preferred Stock and the Series B Preferred Stock shall not be assignable by the
Purchaser other than to their affiliates without the prior written consent of
the Company, which may be withheld at the Company's sole discretion.

         9.4 Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto at the Closing constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

         9.5 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by telefacsimile or otherwise delivered by
hand or by a nationally-recognized overnight courier, addressed (a) if to the
Purchasers, at the address or facsimile number set forth below, or at such other
address or facsimile number as the Purchasers shall have furnished to the
Company in writing, or (b) if to the Company, at its address or facsimile number
set forth below, addressed to the attention of the Corporate Secretary, or at
such other address or telefacsimile number as the Company shall have furnished
to the Purchasers in writing. Each such notice or other communication shall for
all purposes of this Agreement be treated as effective or having been given (x)
in the case of personal delivery or delivery by telecopier, on the date of such
delivery, (y) in the case of a nationally-recognized overnight courier, on the
next business day after the date when sent and (z) in the case of mailing, on
the third business day following that on which the piece of mail containing such
communication has been


<PAGE>   24

                                      -24-

deposited in a regularly maintained receptacle for the deposit of the United
States mail. The addresses for notices to the Purchasers and the Company are as
follows:

           PURCHASERS:                        COMPANY:

           Evercore Partners, Inc.            Energy Partners, Ltd.
           65 East 55th Street                201 St. Charles Avenue, Suite 3400
           New York, NY  10022                New Orleans, LA  70170
           Attn: Austin M. Beutner            Attn:  Corporate Secretary
           Tel:  (212) 857-3120               Tel:  (504) 569-1875
           Fax:  (212) 857-3122               Fax:  (504) 569-1874

         9.6 Delays or Omissions. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party hereto,
upon any breach or default of the other party to this Agreement, shall impair
any such right, power or remedy of such holder, nor shall it be construed to be
a waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under
this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.

         9.7 Expenses. The Company shall bear its own expenses incurred on its
behalf with respect to this Agreement and the transactions contemplated hereby.
The Company will also reimburse the Purchasers for their reasonable, documented
out-of-pocket expenses incurred in connection with the transactions contemplated
hereby.

         9.8 Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one instrument.

         9.9 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.

         9.10 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and shall not be considered in
construing or interpreting this Agreement.



<PAGE>   25




         The foregoing Agreement is hereby executed as of the date first above
written.


ENERGY PARTNERS, LTD.


By:
   ------------------------------------
   Name:   Richard A. Bachmann
   Title:  President


EVERCORE CAPITAL PARTNERS L.P.


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


EVERCORE CAPITAL PARTNERS (NQ) L.P.


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


EVERCORE CAPITAL OFFSHORE PARTNERS L.P.


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


<PAGE>   26





           EXHIBITS TO STOCK PURCHASE AGREEMENT DATED OCTOBER 26, 1999


Exhibit A         Series A Preferred Stock Designation
Exhibit B         Series B Preferred Stock Designation
Exhibit C         Series C Preferred Stock Designation
Exhibit D         Stockholder Agreement
Exhibit E         EIF Warrant Agreement
Exhibit F         EIF Paydown Amount


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          SCHEDULES TO STOCK PURCHASE AGREEMENT DATED OCTOBER 26, 1999.


4.4              Capitalization
4.6              Financial Statements
4.7              Absence of Changes
4.10             Patents and Other Intangible Assets
4.11             Litigation
4.13             Certain Transactions
4.14             Material Contracts and Obligations
4.16             Tax Matters
4.17             Insurance
4.18             Real Property
4.19             Tangible Personal Property
4.20             Environmental Matters
4.21             Employee Pension Benefit Plans; Employees
4.25             Minute Books
6.13             Escrowed Shares