<PAGE>   1
                                                                   EXHIBIT 10.23


                           PURCHASE AND SALE AGREEMENT



                                     BETWEEN



                              ENERGY PARTNERS, LTD.
                             A DELAWARE CORPORATION

                                       AND

                             VASTAR RESOURCES, INC.
                             A DELAWARE CORPORATION


                                    EFFECTIVE

                                 JANUARY 1, 2000



<PAGE>   2

                           PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement ("Agreement") is made this 20th day of April,
2000, between ENERGY PARTNERS, LTD., a Delaware corporation, whose address is
201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170 ("Seller") and
VASTAR RESOURCES, INC., a Delaware corporation, whose address is 15375 Memorial
Drive, Houston, Texas 77079 ("Purchaser"). As utilized herein, the term "Party"
means Seller or Purchaser, and the term "Parties" means Seller and Purchaser.

                                    RECITALS

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller on the terms and conditions set forth in this Agreement
certain oil and gas interests, properties and related rights.

NOW, THEREFORE, for good and valuable consideration and the covenants and
agreements contained herein, Seller and Purchaser agree as follows:

                                       I.

                                PURCHASE AND SALE

1.1      EFFECTIVE DATE AND ASSETS AND DISCLAIMER OF REPRESENTATIONS AND
         WARRANTIES: Subject to the terms and conditions of this Agreement,
         Seller shall sell and Purchaser shall purchase and pay for at Closing
         (as defined herein), effective as of 7:00 a.m. C.S.T. on January 1,
         2000 (as the context may require, such time on such date is sometimes
         referred to herein as the "Effective Date"), ON AN "AS IS, WHERE IS,
         WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF
         TITLE, EXCEPT AS SET FORTH IN SECTION 1.4, WHATSOEVER, EITHER EXPRESS
         OR IMPLIED, EVEN FOR THE RETURN OF THE PURCHASE PRICE, AND WITHOUT ANY
         OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
         IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY
         OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR FREEDOM
         FROM HIDDEN VICES OR DEFECTS OF THE MATERIAL, EQUIPMENT OR FACILITIES
         CONVEYED, AND WITHOUT WARRANTY OF ANY KIND OR NATURE WHATSOEVER, the
         following:

         An undivided fifty percent (50%) of Seller's right, title and interest
         in and to:

         (a)      The oil, gas and mineral leases described on Exhibit "A"
                  attached hereto, including any and all record title, operating
                  rights, leasehold interests, oil and gas leasehold estates,
                  royalties, overriding royalties and other mineral rights and
                  mineral interests, including, but not limited to those set
                  forth in Exhibit "A" attached hereto and made a part hereof,
                  whether or not specifically described on said exhibit,
                  together with all of Seller's rights with respect to any



<PAGE>   3

                  pooled, communitized, or unitized acreage of which any such
                  interest is a part ("Leasehold Property");

         (b)      All of the real, personal and mixed property of Seller, or in
                  which Seller owns an interest, that is attributable or
                  allocable to the Leasehold Property and used or held for use
                  in connection with the exploration, development, operation or
                  maintenance of any of the Leasehold Property or the
                  production, treatment, measurement, storage, gathering,
                  transportation or marketing of oil, gas or other hydrocarbons
                  attributable to the Leasehold Property (or the interests of
                  others therein), including, without limitation: (i) all wells,
                  platforms, equipment and facilities that, as of the Effective
                  Date, were used or held for use in connection with the
                  exploration, development, operation or maintenance of any
                  Leasehold Property or the production, treatment, measurement,
                  storage, gathering, transportation or marketing of oil, gas or
                  other hydrocarbons attributable to the Leasehold Property,
                  including, without limitation, the wells described in Exhibit
                  "A," any other wells (including saltwater disposal wells, if
                  any), well equipment, casing, tanks, gas separation and field
                  processing units, portable and permanent well test equipment,
                  buildings, tubing, pumps, motors, fixtures, machinery,
                  materials, supplies, inventory, telephone and communication
                  equipment, computing equipment and other equipment, pipelines,
                  gathering systems, power lines, telephone and telegraph lines,
                  vehicles, gas processing plants and other property used in the
                  operation thereof; (ii) all oil and gas and other hydrocarbons
                  produced on or after the Effective Date; and (iii) all other
                  rights, privileges, benefits, powers, tenements, hereditaments
                  and appurtenances conferred upon Seller or the owner and
                  holder of the Leasehold Property, including, without
                  limitation, all rights, privileges, benefits and powers of
                  Seller with respect to the use and occupation of the surface
                  of, and subsurface depths under, the land covered by each
                  Leasehold Property, which may be necessary, convenient or
                  incidental to the possession and enjoyment of such Leasehold
                  Property (the "Other Property");

         (c)      Any easements, rights of way, permits, licenses, surface
                  leases, use agreements, and servitudes to the extent
                  assignable, applicable or used in connection with operation of
                  the Leasehold Property, including, but not limited to, those
                  listed on Exhibit "B" together with all of Seller's rights and
                  interests in and to all units, pooling and unitization
                  agreements, operating agreements, farmin or farmout
                  agreements, seismic or geophysical agreements, platform use
                  agreements, processing agreements, production handling
                  agreements, gas balancing agreements, gas sales contracts and
                  other agreements and instruments to the extent that they
                  directly relate to or are associated with the exploration for,
                  or the development, production, storage, gathering, treatment,
                  transportation, processing, sale or disposal of, oil, gas,
                  other hydrocarbons, other minerals, water, brine or other
                  substances from any Leasehold Property or any units of which
                  they are a part; except any insurance contracts or bonds held
                  by Seller or its parent, subsidiary or affiliated corporations
                  for Seller's benefit and any employment, consulting, office
                  lease or accounting service contracts (the "Contracts"); and



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         (d)      All other miscellaneous interests or other assets on or used
                  in connection with the Leasehold Property, including copies of
                  all files, records, data, information and documentation of
                  Seller at the expense of Purchaser pertaining to or evidencing
                  Seller's use, ownership or operation of any of the Assets (as
                  such term is hereinafter defined), or the maintenance or
                  operation thereof, or to any units in which any of the
                  Leasehold Property may be included or to the producing,
                  treating, measuring, processing, storing, gathering,
                  transporting or marketing of oil and gas attributable to the
                  Leasehold Property or such units and water, brine or other
                  minerals and products produced in association therewith,
                  including, without limitation, platform records, lease files,
                  land files, well files and logs, production sales agreement
                  files, division order files, title opinions and abstracts,
                  legal records, tax records, financial and accounting records,
                  governmental, regulatory filings and permits, environmental
                  records, geological and geophysical data (proprietary or
                  speculative), seismic records, production reports,
                  interpretive maps, contour maps, isopach maps, other maps and
                  computer software, but excluding data or information: (i)
                  prohibited by third party agreement from being transferred;
                  (ii) covered by attorney-client privilege; (iii) which is
                  proprietary or trade secret records, including, without
                  limitation, such records stored on any medium; or (iv)
                  reflecting the consideration paid for the Assets
                  (collectively, the "Records"). THIS AGREEMENT BY SELLER TO
                  CONVEY COPIES OF THE AFOREMENTIONED RECORDS IS GRANTED BY
                  SELLER TO THE EXTENT THAT SELLER HAS AUTHORITY TO DO SO
                  WITHOUT VIOLATING ANY CONFIDENTIALITY OBLIGATIONS TO A THIRD
                  PERSON, IS MADE WITHOUT WARRANTY AS TO THE ACCURACY OR
                  COMPLETENESS OF THE INFORMATION DELIVERED (PROVIDED, HOWEVER,
                  THAT SELLER WARRANTS THAT IT SHALL DELIVER TO PURCHASER COPIES
                  OF ALL AFORE-DESCRIBED RECORDS IN ITS POSSESSION WHICH IT HAS
                  THE AUTHORITY TO DELIVER), AND ALL COPIES MADE OF SUCH
                  RECORDS SHALL BE AT PURCHASER'S SOLE EXPENSE.

         The Leasehold Property, Other Property, Contracts and Records are
         hereinafter collectively referred to as the "Subject Property." Said
         fifty percent (50%) of Seller's right, title and interest in the
         foregoing rights, interests and properties, excluding the Excluded
         Assets, as such term is hereinafter defined, and the agreements
         contemplated therein, are hereinafter collectively referred to as the
         "Assets."

         It is specifically agreed that Seller is not selling and Purchaser is
         not purchasing the following assets ("Excluded Assets"):

                  (i)      Those interests in pipelines, facilities, contract
                           rights and surface access agreements that are
                           identified on Exhibit "C";

                  (ii)     any right to use Seller's name, marks or insignia, or
                           to use the name of any other subsidiary of Seller and
                           all of Seller's intellectual property, including, but
                           not limited to patents, trade secrets, copyrights,
                           trade marks and service marks;



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                  (iii)    all amounts due or payable to Seller as adjustments
                           or refunds under any contracts affecting the Assets
                           for all periods of time prior to the Effective Date,
                           specifically including, without limitation, amounts
                           recoverable from audits under operating agreements;

                  (iv)     all rights, titles, claims and interests of Seller or
                           its affiliates, which accrued prior to the Effective
                           Date, to or under any policy or agreement of
                           insurance or indemnity, any bond or to any insurance
                           proceeds or awards or under any employment,
                           consulting, office lease or accounting service
                           contract;

                  (v)      all claims and choose in action of Seller arising
                           from acts, omissions or events, or damages to or
                           destruction of property, occurring prior to the
                           Effective Date;

                  (vi)     all proceeds, benefits, refunds, settlement, income
                           or revenue accruing and attributable to the Assets
                           prior to the Effective Date, and any claims of Seller
                           for refunds of or losses carried forward with respect
                           to taxes attributable to the Assets for any period
                           prior to the Effective Date;

                  (vii)    Seller's remaining fifty percent (50%) undivided
                           interest in the Subject Property; and

                  (vii)    the overriding royalty interest described in Section
                           2.6, below.

1.2      CLOSING: If the conditions referred to in Article VII of this Agreement
         have been satisfied or waived and the items described in Article VIII
         of this Agreement are delivered by the Parties, then the transactions
         contemplated by this Agreement shall occur ("Closing") at or before
         10:00 a.m. on or before April 20, 2000 ("Closing Date"), at Seller's
         office located at Suite 3400, 201 St. Charles Avenue, New Orleans,
         Louisiana 70170, or at such other place, date and time as may be
         mutually agreed upon by the Parties.

1.3      ASSUMPTION OF OBLIGATIONS: From and after the Effective Date, except
         for those matters specifically retained by Seller in this Agreement and
         those matters set forth on Exhibit "D", for which Seller retains
         liability ("Retained Matters"), Purchaser shall personally assume, pay
         for, discharge, be responsible for, perform and comply with all duties,
         liabilities and obligations of Seller, express or implied, Accruing (as
         such term is hereinafter defined) after the Effective Date (provided,
         however, that the assumption by Purchaser in this Section 1.3 shall be
         limited solely to the extent of the undivided ownership interest sold
         and transferred in the Subject Property to Purchaser pursuant to this
         Agreement, and that nothing contained herein shall release Seller from
         its obligations with respect to the undivided interest in the Subject
         Property not sold hereby):

         (a)      arising from (i) the Union PSA; and (ii) the Shell PSA, as
                  specifically described on Exhibit "G";



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         (b)      arising from or by virtue of the contracts, agreements and
                  documents specifically described on Exhibit "E";

         (c)      arising under any permit, statute, rule, regulation or order
                  of any governmental authority with jurisdiction over the
                  Assets; and

         (d)      all Assumed Liabilities (as such term is hereinafter defined).

         For purposes of this Section 1.3, the following terms shall have the
         following respective definitions:

         "ASSUMED LIABILITIES" means all General Liabilities, Purchaser's
         Plugging and Abandonment Obligations, and other liabilities and
         obligations assumed by Purchaser under the terms of this Agreement.

         "GENERAL LIABILITIES" means all obligations, duties, losses,
         liabilities, claims, fines, expenses, damages, costs (including
         attorneys fees and expenses) or penalties created by, related to, or
         arising out of ownership or operation of the Assets, any contractual
         relationship, or any applicable law, order, rule, regulation, judgment
         or decree of any federal, state, county or municipal governing
         authority having jurisdiction over the Assets or the Parties, whether
         Accruing on or after the Effective Date and attributable in whole to
         actions, events or conditions existing or occurring on or after the
         Effective Date; provided, however, Purchaser's responsibilities for
         General Liabilities shall exclude those obligations, duties or
         liabilities for the payment of royalties, overriding royalties and
         taxes which Accrued prior to the Effective Date and Retained Matters.

         "ACCRUING" or "ACCRUED" means, with respect to any obligation, duty,
         loss, liability, claim, fine, expense, damage, cost or penalty, the
         occurring or happening of any event which causes such obligation, duty,
         loss, liability, claim, fine, expense, damage, cost or penalty to
         become demandable, requirable, assertible, enforceable, due and owing,
         incurred or occurring, as the case may be.

         "PURCHASER'S PLUGGING AND ABANDONMENT OBLIGATIONS" means, to the extent
         of the Purchaser's proportionate share of ownership of the Leasehold
         Property, Purchaser shall be responsible for the proper plugging and
         abandonment of all wells, platforms, lines, structures and equipment
         now located on or hereafter drilled on the Assets, and any surface
         restoration or environmental clean-up associated therewith.

1.4      TITLE: Seller and Purchaser recognize and acknowledge that the Assets
         are part of the properties acquired by Seller from: (i) Shell Offshore
         Inc., Shell Oil & Gas Investment Limited Partnership, Shell
         Consolidated Energy Resources Inc., and Shell Frontier Oil & Gas Inc.
         pursuant to the Shell PSA (as such term is defined in Exhibit "G"); and
         (ii) Union Oil Company of California pursuant to the Union PSA (as such
         term is defined in Exhibit "G"). Seller will convey the Assets to
         Purchaser without warranty of title, express, statutory or implied,
         EXCEPT that Seller specifically: (i) warrants and agrees to defend
         Purchaser's title to the Assets against any and all lawful claims and
         demands of every person claiming an interest (including an encumbrance)
         in the Assets by,



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         through and under Seller but not otherwise; and with full substitution
         and subrogation to all rights and actions of warranty against all
         former owners and vendors; and (ii) warrants, binds and obligates
         itself, its successors and assigns to forever defend title to the
         Assets to be free and clear of any assignment of production, mortgage,
         lien, encumbrance and security interests created by the following: (a)
         Act of Mortgage, Assignment of Production, Security Agreement, Fixture
         Filing and Financing Statement dated June 23, 1999, between Energy
         Income Fund, L.P., as Mortgagor, and Bank One, Texas, N.A., as
         Mortgagee, recorded in Mortgage Book 817, at Folio 650, under Entry No.
         855564 of the records of Lafourche Parish, Louisiana, or wherever else
         recorded; (b) Act of Mortgage, Assignment of Production, Security
         Agreement, Fixture Filing and Financing Statement dated June 23, 1999,
         between Energy Partners, Ltd., as Mortgagor, and Bank One, Texas, N.A.,
         as Mortgagee, recorded in Mortgage Book 817, at Folio 623, under Entry
         No. 855563 of the records of Lafourche Parish, Louisiana, or wherever
         else recorded; and (c) Act of Mortgage, Assignment of Production,
         Security Agreement, Fixture Filing and Financing Statement dated March
         30, 2000, between Energy Partners, Ltd., as Mortgagor, and Bank One,
         Texas, N.A., as Mortgagee, recorded in Mortgage Book 846, at Folio 565,
         under Entry No. 870754 of the records of Lafourche Parish, Louisiana,
         or wherever else recorded.

                                       II.

                                  CONSIDERATION

2.1      PURCHASE PRICE: Subject to the terms and conditions of this Agreement,
         Purchaser shall purchase the Assets at Closing for: (i) payment to
         Seller of FORTY MILLION AND NO/100 DOLLARS ($40,000,000) ("Purchase
         Price"), in cash, subject to the adjustments provided in Section 2.2
         below and other amounts provided elsewhere herein; and (ii) the
         reservation by Seller of the overriding royalty described in Section
         2.6.

2.2      ADJUSTED PURCHASE PRICE: The net price which Purchaser shall pay for
         the Assets ("Adjusted Purchase Price") shall be:

         (a)      The Purchase Price as set forth in Section 2.1 above;

         (b)      Plus the amount of all reasonable expenditures made by Seller
                  that are attributable to ownership or operation of the Assets
                  for the period between the Effective Date and Closing,
                  including, without limitation, royalties, rentals and similar
                  charges and expenses, including those billed under applicable
                  operating agreements, and all prepaid expenses (but excluding
                  income taxes and franchise taxes and other general corporate
                  taxes);

         (c)      Plus the value of all oil in storage at 7:00 a.m. on the
                  Effective Date that is credited to the Assets (value to be the
                  market or contract price in effect as of Effective Date less
                  royalties, other lease burdens, taxes on production, and
                  transportation and other charges which would normally be
                  incurred for transporting such oil to the point of sale) which
                  has not been sold prior to Closing;



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         (d)      Less the amount of the proceeds from the sale of production
                  from the Assets received by Seller (including, without
                  limitation, the actual monetary consideration received by
                  Seller whether by purchase price adjustment under the Unocal
                  PSA, or otherwise) between the Effective Date and Closing that
                  are attributable to the Assets after the Effective Date, net
                  of any royalties, other lease burdens and any production,
                  severance, sales or windfall profit taxes not reimbursed to
                  Seller by the Purchaser;

         (e)      Less taxes apportioned to Seller pursuant to Article X hereof;
                  and

         (f)      Less or plus any other amounts mutually agreed upon in writing
                  by the Parties.

2.3      PAYMENT OF ADJUSTED PURCHASE PRICE: Seller shall prepare and deliver to
         Purchaser, at least three (3) "Business Days" (which term shall mean
         any day except a Saturday, Sunday or other day on which commercial
         banks in New York, New York, or Houston, Texas are required or
         authorized by law to be closed) prior to the Closing Date, Seller's
         estimate of the Adjusted Purchase Price to be paid at Closing, together
         with a statement setting forth Seller's estimate of the amount of each
         adjustment to the Purchase Price to be made pursuant to Section 2.2 and
         such backup or supporting information as may be necessary to permit
         Purchaser to understand how Seller determined such estimates. The
         Parties shall negotiate in good faith and attempt to agree on such
         estimated adjustments prior to Closing. In the event any estimated
         adjustment amounts are not agreed upon prior to Closing, the estimate
         of the Adjusted Purchase Price for purposes of Closing shall be
         calculated based on Seller's and Purchaser's agreed upon estimated
         adjustments and Purchaser's good faith estimation of any disputed
         amounts. At Closing, Purchaser shall pay to Seller the estimated
         Adjusted Purchase Price determined as set forth in this Section by wire
         transfer of cash in United States currency, in a manner specified in
         writing by Seller and submitted to Purchaser no later than three (3)
         Business Days prior to Closing (such estimated Adjusted Purchase Price
         being herein referred to as the "Estimated Adjusted Purchase Price").
         Within five Business Days after the final determination of the Adjusted
         Purchase Price in accordance with Section 9.1, Purchaser shall pay to
         Seller or Seller shall pay to Purchaser, as the case may be, the amount
         by which such final Adjusted Purchase Price is greater than or less
         than, respectively, the Estimated Adjusted Purchase Price.

2.4      LIKE KIND EXCHANGE OPTION:

         (a)      Seller and Purchaser hereby agree that Seller, in lieu of the
                  sale of the Assets to Purchaser for the cash consideration
                  provided herein, shall have the right at any time prior to
                  Closing to assign all or a portion of its rights under this
                  Agreement to a qualified intermediary in order to accomplish
                  the transaction in a manner that will comply, either in whole
                  or in part, with the requirements of a like kind exchange
                  pursuant to Section 1031 of the Internal Revenue Code of 1986,
                  as amended. In the event Seller assigns its rights under this
                  Agreement pursuant to this Section 2.4, agrees to notify
                  Purchaser in writing of such assignment at or before Closing.
                  If Seller assigns its rights under this Agreement, Purchaser
                  agrees to: (i) acknowledge Seller's assignment of its rights
                  in this Agreement in the form attached hereto



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                  as Exhibit 2.4(a); and (ii) deposit the Estimated Adjusted
                  Purchase Price with the qualified escrow or qualified trust
                  account at Closing; and

         (b)      Seller hereby acknowledges that any assignment of its rights
                  pursuant to this Section 2.4 shall in no way relieve Seller
                  from any of its obligations under this Agreement and that
                  Purchaser shall have no liability to any party arising out of
                  Seller's exercise of its rights under this Section 2.4 and
                  Seller agrees to fully protect and indemnify Purchaser from
                  any and all claims, liabilities, losses, costs and expenses
                  (including, without limitation, court costs and reasonable
                  attorneys' fees, but excluding any amounts reimbursed from
                  third person insurance) associated with a like-kind exchange
                  pursuant to Section 2.4.

2.5      ALLOCATION OF PURCHASE PRICE: Seller and Purchaser agree to the
         following allocation of the Purchase Price among the Assets sold
         hereunder based upon the estimated value for federal income tax
         purposes of the Assets as of the Closing Date:

<TABLE>
<S>                                                                              <C>
                  Interests relating to leasehold other than
                  tangible equipment and facilities ("Leasehold"):                 75%

                  Interests relating to tangible equipment
                  and facilities ("Tangibles"):                                    25%

                  Total Allocation:                                               100%
</TABLE>

         Any adjustments to the Purchase Price under Section 2.2 shall ratably
         adjust the allocation to Leasehold and Tangibles.

2.6      OVERRIDING ROYALTY: Seller will reserve from its assignment of the
         Assets (the "Assignments") an overriding royalty of 2% of 8/8ths,
         proportionately reduced and payable to Seller in the proportion that
         the interests in the Leasehold Property assigned by Seller to Purchaser
         as a result of the transaction contemplated by this Agreement bears to
         the entire leasehold estate, of all oil, gas and other minerals
         attributable to the Leasehold Property and produced, saved and marketed
         from, or attributable to: (i) New Wells, as such term is defined
         hereinafter; and/or (ii) wells drilled to the Cayenne Prospect, as such
         term is defined hereinafter (the "Overriding Royalty"). The Overriding
         Royalty shall burden the Assets and be paid by Purchaser to Seller in
         accordance with the terms of Exhibit "H" (Record Title Assignment) and
         Exhibit "H-1" (General Assignment). For the purposes of this section,
         the term "New Wells" is defined as wells which are spud on or after
         January 1, 2001, and which subsequently meet the requirements of
         qualifying under 30 CFR 250.111 as a wells capable of production. It is
         understood and agreed by the Parties that the term "New Wells" does not
         include wells existing or commenced prior to January 1, 2001, or the
         recompletion, sidetracking, deepening or other use of such wells,
         whether or not such wells or wellbores are currently productive. For
         the purposes of this section, the "Cayenne Prospect" is defined as from
         the surface of the earth through 100' below the stratigraphic
         equivalent of the "O" Sand within the geographic confines of the Joint
         Development Area. For the purposes of this section, the "O" Sand is
         defined as the stratigraphic equivalent of that certain sand reservoir
         as seen



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         and encountered on the electric log for the South Timbalier Block 26,
         OCS-G 01870 No. D-3 Well, having a top of sand at 11,860' (measured
         depth) and a base of sand at 12,010' (measured depth). For the purposes
         of this section, the Joint Development Area is defined as that
         geographic area as depicted on Exhibit "O" hereto (the "Plat"). The
         Parties recognize that the Plat is intended to conform to the plat
         which is ultimately attached as Exhibit "B" to the Joint Development
         Agreement to be entered into among the Parties and El Paso Exploration
         GOM Inc. (the "JDA"). In the event the plat attached to the JDA, as
         executed (the "JDA Plat"), varies from the Plat, the Parties agree that
         the Plat shall be amended to conform to the JDA Plat, and the
         Overriding Royalty shall be amended accordingly, and the Parties
         further agree to execute such amendments to the Assignments as
         are necessary to revise the definition of Cayenne Prospect to cover and
         apply only to the lands as shown on the Plat, as revised, subject to
         the depth limitation described above.

                                      III.

                                TITLE EXAMINATION

3.1      ACCESS TO TITLE INFORMATION: Prior to the execution of this Agreement,
         Seller has granted and will continue to grant through Closing, at
         Purchaser's request, access to the Records available to Purchaser at
         Seller's office located at Suite 3400, 201 St. Charles Avenue, New
         Orleans, Louisiana 70170, or such other place as deemed appropriate by
         Seller, during normal business hours for examination by Purchaser.
         Seller shall not be obligated to perform any additional title work, and
         any additional abstracts and title opinions will not be made current by
         Seller. EXCEPT AS OTHERWISE PROVIDED SECTION 1.4, NO WARRANTY OR
         REPRESENTATION OF ANY KIND IS MADE BY SELLER AS TO THE INFORMATION SO
         SUPPLIED, AND PURCHASER AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM
         SHALL BE THE RESULT OF ITS OWN INDEPENDENT REVIEW AND JUDGMENT.
         SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, PURCHASER ASSUMES
         THE RISK OF ANY TITLE DEFECTS OR CONFLICTING ADVERSE RIGHT(S), TITLE(S)
         OR INTEREST(S) WHICH A RECORD TITLE CHECK OR PHYSICAL INSPECTION
         REVEALS OR WOULD HAVE REVEALED.

3.2      CONSENTS TO AND APPROVALS OF ASSIGNMENT: Prior to and following
         Closing, Seller shall use best efforts to obtain any and all consents
         and governmental approvals required for the transfer of the Assets to
         Purchaser, except those consents and approvals customarily obtained by
         a purchaser.

                                       IV.

                             ENVIRONMENTAL CONDITION

4.1      NO ADMISSION AGAINST INTEREST: Nothing contained in this Article IV, or
         elsewhere in this Agreement, shall be construed to be an admission
         against interest as to Seller or Purchaser. Seller and Purchaser have
         not included environmental liability related provisions herein due to
         any



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<PAGE>   11

         perceived liability and specifically disclaim the existence of any such
         liability to third parties (including governmental entities) based on
         contract, tort, statute or otherwise.

4.2      PHYSICAL CONDITION OF THE ASSETS: The Assets have been used for oil and
         gas drilling and production operations, related oil field operations
         and, possibly, for the storage and disposal of waste materials or
         hazardous substances. Physical changes in or under the Leasehold
         Properties or adjacent lands may have occurred as a result of such
         uses. The Assets also may contain buried pipelines and other equipment,
         whether or not of a similar nature, the locations of which may not now
         be known by Seller nor readily apparent by a physical inspection of the
         property. Purchaser understands that Seller does not have the requisite
         information with which to determine the exact nature or condition of
         the Assets nor the effect any such use has had on the physical
         condition of the Assets. Pursuant to the Safe Water Drinking and Toxic
         Enforcement Act of 1986, Purchaser is hereby notified and assumes the
         risk that detectable amounts of chemicals known to cause cancer, birth
         defects and other reproductive harm may be found in, on or around the
         Assets. In addition, Purchaser acknowledges that some oil field
         production equipment may contain asbestos and/or naturally-occurring
         radioactive material ("NORM"). In this regard, Purchaser 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 Assets described herein
         may contain NORM and that NORM-containing materials may be buried or
         have been otherwise disposed of on or under the Assets. Purchaser also
         expressly understands that special procedures may be required for the
         removal and disposal of asbestos and NORM from the Assets where it may
         be found, and that Purchaser assumes all liability and responsibility
         for such activities when and if performed.

4.3      ENDANGERED SPECIES, CRITICAL HABITAT, WETLANDS, GEOLOGIC HAZARDS AND
         FLOODING: "Endangered Species" as used herein shall have the same
         meaning as "endangered species" is defined pursuant to 16 U.S.C.
         1532(6) or the laws of the state in which the Leasehold Property is
         located; as "threatened species" is defined pursuant to 16 U.S.C.
         1533(30) or the laws of the state in which the Leasehold Property is
         located; and/or, as a candidate species for such listing under federal
         or state law. "Critical Habitat" as used herein shall have the meaning
         as defined pursuant to 16 U.S.C. 1532(5). "Wetland" as used herein
         shall have the meaning as defined in 40 Code of Federal Regulations
         Section 230.3(a), or under the laws of the state in which the Leasehold
         Property is located. "Geologic Hazards" as used herein shall include
         seismic hazard and any earth slides or other earth movement "Flooding"
         as used herein shall include the risks associated with a flood plain,
         flood way or restriction zone and any diminution in the value of the
         Leasehold Property or restriction of its use by reason of the risk of
         water entering or remaining thereon. WITHOUT IN ANY WAY LIMITING ANY
         OTHER DISCLAIMERS OF WARRANTY HEREIN AND NOTWITHSTANDING ANY
         DISCLOSURES MADE BY SELLER TO PURCHASER, SELLER DISCLAIMS ANY EXPRESS
         OR IMPLIED WARRANTY OR REPRESENTATION AS OF THE DATE OF THIS AGREEMENT
         AND/OR AS OF THE CLOSING OF THE COMPLETENESS OF ANY SUCH DISCLOSURE OR
         THAT THE PROPERTY IS FREE FROM ANY ENDANGERED SPECIES OR THAT ALL OR
         ANY PART OF THE PROPERTY IS NOT A CRITICAL HABITAT OR A WETLAND, OR
         THAT ANY PART OF THE ASSETS DOES NOT INCLUDE A GEOLOGIC HAZARD, OR THAT



                                      -10-
<PAGE>   12

         ANY PART OF THE PROPERTY IS NOT SUBJECT TO FLOODING. Notwithstanding
         any knowledge that could be imputed to Seller, Purchaser has the
         obligation to ascertain the presence of and extent of any Endangered
         Species, Critical Habitat, Wetland, Geologic Hazards and the risk of
         Flooding on the Property.

4.4      "AS IS, WHERE IS" PURCHASE: Purchaser shall acquire the Assets in their
         "AS IS, WHERE IS, WITH ALL FAULTS" condition and shall assume the risks
         that the Assets may contain waste materials, contaminants or hazardous
         substances, that adverse physical conditions, including, but not
         limited to, the presence of waste materials, contaminants or hazardous
         substances or the presence of unknown abandoned oil and gas wells,
         water wells, pits, sumps and pipelines may not have been revealed by
         Purchaser's investigation, including, but not limited to, any and all
         Environmental Liabilities and other Assumed Liabilities. Except as
         otherwise set forth herein, on and after the Effective Date, all
         responsibility and liability related to all such adverse environmental
         conditions of the Assets, whether known or unknown, shall be
         transferred to and borne solely by Purchaser.

4.5      ASSUMPTION AND INDEMNIFICATION OF ENVIRONMENTAL RISK AND ENVIRONMENTAL
         LIABILITIES:

         (a)      Except as otherwise set forth in this Section 4.5(a) and
                  Section 4.5(b), from and after the Effective Date and to the
                  extent Accruing at and after the Effective Date, Purchaser
                  shall assume full responsibility for, and agrees to comply
                  with and perform all environmentally-related duties and
                  obligations of Seller with respect to the Assets and TO
                  INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ITS DIRECTORS,
                  OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATED OR
                  PARENT COMPANIES (WHICH ADDITIONAL PARTIES ARE HEREINAFTER
                  COLLECTIVELY REFERRED TO AS "SELLER'S AGENTS"), from and
                  against all demands, losses, liabilities, causes of action,
                  damages, liens, penalties, fines, settlements, judgments
                  expenses, attorney's fees, court costs and claims (hereinafter
                  referred to collectively as "Claims") caused by or arising out
                  of the violation of any rule, order, permit, statute or
                  regulation of a governmental authority applicable to any waste
                  material, contaminant or hazardous substance on or included
                  with the Assets or the presence, disposal, release or
                  threatened release of any waste material, contaminant or
                  hazardous substance from the Assets into the atmosphere or
                  into or upon land or any water course or body of water,
                  including ground water, whether or not such Claims are
                  attributable to Seller's activities or the activities of third
                  persons and whether or not Seller or the Seller's Agents were
                  or are aware of such activities, including, but not limited
                  to, any and all Environmental Liabilities. This
                  indemnification and assumption of responsibility shall also
                  apply to liability for voluntary environmental response
                  actions undertaken pursuant to the Comprehensive Environmental
                  Response Compensation and Liability Act ("CERCLA") or any
                  other federal, state or local law, regulation or order. THE
                  ASSUMPTION AND INDEMNIFICATION OF ALL ENVIRONMENTAL
                  LIABILITIES BY PURCHASER UNDER THIS SECTION 4.5(a) SHALL
                  APPLY REGARDLESS OF WHETHER SUCH LIABILITIES ARE KNOWN OR
                  UNKNOWN, DISCLOSED OR UNDISCLOSED AT CLOSING, AND



                                      -11-
<PAGE>   13

                  REGARDLESS OF WHETHER ATTRIBUTABLE (IN WHOLE OR IN PART) TO
                  THE ACTIONS, SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT
                  LIABILITY, BREACH OF CONTRACT, PRODUCTS LIABILITY,
                  ENVIRONMENTAL LIABILITY, OR OTHER FAULT, LIABILITY OR
                  RESPONSIBILITY OF SELLER, THE SELLER'S AGENTS OR ANY OTHER
                  PERSON, AND REGARDLESS OF WHETHER ASSERTED UNDER ANY THEORY OF
                  LIABILITY; PROVIDED, HOWEVER, THAT THIS ASSUMPTION AND
                  INDEMNIFICATION BY PURCHASER SHALL NOT COVER OR INCLUDE CLAIMS
                  OR LIABILITIES DIRECTLY RELATING TO THOSE WASTE MATERIALS,
                  CONTAMINANTS OR HAZARDOUS SUBSTANCES WHICH HAVE BEEN
                  TRANSPORTED FOR DISPOSAL PRIOR TO THE EFFECTIVE DATE BY SELLER
                  OFF OF THE ASSETS TO PROPERTIES OWNED BY SELLER OR THIRD
                  PERSONS (INSOFAR AS SUCH WASTE MATERIALS, CONTAMINANTS OR
                  HAZARDOUS SUBSTANCES ARE REGULATED BY GOVERNMENTAL AGENCIES
                  UNDER CURRENT, APPLICABLE ENVIRONMENTAL LAWS), AND SELLER
                  RETAINS SUCH LIABILITY AND SHALL INDEMNIFY PURCHASER FOR SAME.

         (b)      To the extent Accruing before the Effective Date, Seller shall
                  assume full responsibility for, and agrees to comply with and
                  perform, all environmentally-related duties and obligations of
                  Seller with respect to the Assets and TO INDEMNIFY, DEFEND AND
                  HOLD HARMLESS PURCHASER, ITS DIRECTORS, OFFICERS, EMPLOYEES,
                  AGENTS, REPRESENTATIVES AND AFFILIATED OR PARENT COMPANIES
                  (WHICH ADDITIONAL PARTIES ARE HEREINAFTER COLLECTIVELY
                  REFERRED TO AS "PURCHASER'S AGENTS"), from and against all
                  Claims caused by or arising out of the violation of any rule,
                  order, permit, statute or regulation of a governmental
                  authority applicable to any waste material, contaminant or
                  hazardous substance on or included with the Assets or the
                  presence, disposal, release or threatened release of any waste
                  material, contaminant or hazardous substance from the Assets
                  into the atmosphere or into or upon land or any water course
                  or body of water, including ground water, whether or not such
                  Claims are attributable to Seller's activities or the
                  activities of third persons, whether or not Seller or the
                  Seller's Agents were or are aware of such activities,
                  including, but not limited to, any and all Environmental
                  Liabilities. This indemnification and assumption of
                  responsibility shall also apply to liability for voluntary
                  environmental response actions undertaken pursuant to CERCLA
                  or any other federal, state or local law, regulation or order.
                  THE ASSUMPTION AND INDEMNIFICATION OF ALL ENVIRONMENTAL
                  LIABILITIES BY SELLER UNDER THIS SECTION 4.5(b) SHALL APPLY
                  REGARDLESS OF WHETHER SUCH LIABILITIES ARE KNOWN OR UNKNOWN,
                  DISCLOSED OR UNDISCLOSED AT CLOSING, AND REGARDLESS OF WHETHER
                  ATTRIBUTABLE (IN WHOLE OR IN PART) TO THE ACTIONS, SOLE, JOINT
                  OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF
                  CONTRACT, PRODUCTS LIABILITY, ENVIRONMENTAL LIABILITY,



                                      -12-
<PAGE>   14

                  OR OTHER FAULT, LIABILITY OR RESPONSIBILITY OF ANY OTHER
                  PERSON, AND REGARDLESS OF WHETHER ASSERTED UNDER ANY THEORY OF
                  LIABILITY.

         (c)      For the purposes of this Section 4, the term "Environmental
                  Liabilities" shall mean, with respect to Purchaser, all
                  obligations, duties, losses, liabilities, claims, fines,
                  expenses, damages, costs (including attorney's fees and
                  expenses) or penalties created by, related to or arising out
                  of any Environmental Law, to the extent Accruing on or after
                  the Effective Date. With respect to Seller, "Environmental
                  Liabilities" shall mean all obligations, duties, losses,
                  liabilities, claims, fines, expenses, damages, costs
                  (including attorney's fees and expenses) or penalties created
                  by, related to or arising out of any Environmental Law, to the
                  extent Accruing before the Effective Date. For the purposes of
                  this Section 4, the term "Environmental Laws" means any
                  applicable laws, orders, rules, regulations, judgments or
                  decrees of any federal, state, parish or municipal governing
                  authority having jurisdiction over any Asset or Party which
                  relate to pollution, the protection or cleanup of the
                  environment, or the release or disposal of deleterious
                  substances into the environment, including but not limited to
                  ambient air, surface water, groundwater, land surface or
                  subsurface strata; including all such laws, orders, rules,
                  regulations, judgments or decrees as they may be amended,
                  varied or modified in the future.

4.6      LIMITATION OF ASSUMPTION AND INDEMNIFICATION: The assumption and
         indemnity obligations of Seller under Section 4.5 shall: (i) survive
         Closing for eighteen (18) months, provided that, if within such period,
         written notice is given by Purchaser to Seller asserting a Claim, and
         once such notice is given, within six (6) months thereafter (unless
         such period is extended by mutual agreement of the Parties), Purchaser
         accompanies such notice with the filing of an appropriate action or
         proceeding and pursues enforcement of such Claim with respect to such
         assumption or indemnity, then the right to pursue enforcement of such
         Claim shall survive the expiration of such eighteen (18) month period,
         otherwise such right shall be perempted; and (ii) only arise in the
         event that Claims, or the action that must be taken by Purchaser to
         remedy any such Claims, exceed, or are reasonably expected by Purchaser
         to exceed, ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000), in the
         aggregate; PROVIDED HOWEVER, THAT THE ABOVE DESCRIBED LIMITATIONS OF
         THE ASSUMPTION AND INDEMNITY OBLIGATIONS OF SELLER SHALL NOT COVER OR
         INCLUDE CLAIMS OR LIABILITIES DIRECTLY RELATING TO THOSE WASTE
         MATERIALS, CONTAMINANTS OR HAZARDOUS SUBSTANCES WHICH HAVE BEEN
         TRANSPORTED FOR DISPOSAL PRIOR TO THE EFFECTIVE DATE BY SELLER OFF OF
         THE ASSETS TO PROPERTIES OWNED BY SELLER OR THIRD PERSONS (INSOFAR AS
         SUCH WASTE MATERIALS, CONTAMINANTS OR HAZARDOUS SUBSTANCES ARE
         REGULATED BY GOVERNMENTAL AGENCIES UNDER CURRENT, APPLICABLE
         ENVIRONMENTAL LAWS).

4.7      EXCLUSIVE REMEDY: The indemnities provided in this Article IV and
         elsewhere in this Agreement set forth the exclusive remedy of the
         Parties with respect to the Claims, liabilities and obligations covered
         thereby.



                                      -13-
<PAGE>   15

                                       V.

         OPERATIONS BY SELLER, RISK OF LOSS AND OBLIGATIONS OF PURCHASER

5.1      OPERATIONS AFTER EFFECTIVE DATE: Operations conducted by Seller after
         the Effective Date with respect to the Assets will be conducted on
         behalf of Purchaser, and Purchaser will reimburse Seller for all costs,
         expenses and liabilities, including applicable overhead, incurred for
         the operation, protection and maintenance of the Assets during said
         time period.

5.2      NOTICE OF CHANGE OF OWNERSHIP: Purchaser will take all necessary steps
         to ensure that it is recognized as the owner of the Assets. If Seller
         is the principal on any financial assurance (including a bond) relating
         to the Assets, which financial assurance is required by any law, rule
         or regulation, then Purchaser will secure replacement financial
         assurance in the required amount and deliver it to the regulatory body
         requiring such assurance, to the end that Seller's financial assurance
         is released and discharged.

                                       VI.

                                 REPRESENTATIONS

6.1      PURCHASER'S REPRESENTATIONS: Purchaser represents and warrants to
         Seller as of the Effective Date and Closing as follows:

         (a)      EXISTENCE: Purchaser is duly organized, validly existing and
                  in good standing under the corporation laws of the
                  jurisdiction of its organization and is duly qualified at
                  Closing to carry on business in the states where the Assets
                  are located or adjacent.

         (b)      AUTHORIZATION: Purchaser has the corporate power and authority
                  to enter into and perform this Agreement and the transactions
                  contemplated hereby. The execution, delivery and performance
                  of this Agreement and the transactions contemplated hereby and
                  all documents and instruments evidencing such transactions
                  have been duly and validly authorized by all requisite
                  corporate action on the part of Purchaser. This Agreement has
                  been duly executed and delivered on behalf of Purchaser, and
                  at Closing all documents and instruments required hereunder to
                  be executed and delivered by Purchaser shall have been fully
                  executed and delivered.

         (c)      BROKERS: Purchaser has not incurred any obligation or
                  liability, contingent or otherwise, for brokers' or finders'
                  fees with respect to the matters provided for in this
                  Agreement which will be the responsibility of Seller; and any
                  such obligation or liability that may exist or arise shall be
                  the sole obligation of the creating Party.

         (d)      ENFORCEABILITY: This Agreement constitutes, and the documents
                  and instruments to be executed pursuant hereto will
                  constitute, the legal, valid and binding obligations of
                  Purchaser, enforceable against Purchaser in accordance with
                  their respective terms, except



                                      -14-
<PAGE>   16

                  to the extent that such enforcement may be limited by
                  applicable bankruptcy, insolvency and similar laws affecting
                  creditors' rights generally and by general equitable
                  principles.

         (e)      FURTHER DISTRIBUTION: Purchaser is acquiring the Assets for
                  its own account and not with the intent of making a public
                  distribution thereof within the meaning of the Securities Act
                  of 1933, as amended, and the rules and regulations promulgated
                  thereunder.

         (f)      FEDERAL LEASES: Purchaser is qualified to own federal leases
                  comprising part of the Assets or will be so qualified at
                  Closing, and, if Purchaser intends to operate the Assets,
                  Purchaser is qualified to operate such leases or will be so
                  qualified at Closing.

6.2      SELLER'S REPRESENTATIONS: Seller represents and warrants to Purchaser
         as follows as of the Closing:

         (a)      EXISTENCE: Seller is duly organized, validly existing and in
                  good standing under the corporation laws of the jurisdiction
                  of its organization and is (i) duly qualified under the name
                  of Energy Partners of Delaware, Ltd. to carry on business in
                  the State of Louisiana; and (ii) duly qualified with the
                  United States Minerals Management Service and other
                  governmental authorities with jurisdiction over the Assets to
                  carry on its business in the Outer Continental Shelf, Gulf of
                  Mexico.

         (b)      AUTHORIZATION: Seller has the corporate power and authority to
                  enter into and perform this Agreement and the transactions
                  contemplated hereby. The execution, delivery and performance
                  of this Agreement and the transactions contemplated hereby and
                  all documents and instruments evidencing such transactions
                  have been duly and validly authorized by all requisite
                  corporate action on the part of Seller. This Agreement has
                  been duly executed and delivered on behalf of Seller, and at
                  Closing all documents and instruments required hereunder to be
                  executed and delivered by Seller shall have been fully
                  executed and delivered.

         (c)      BROKERS: Seller has not incurred any obligation or liability,
                  contingent or otherwise, for brokers' or finders' fees with
                  respect to the matters provided for in this Agreement which
                  will be the responsibility of Purchaser; and any such
                  obligation or liability that may exist or arise shall be the
                  sole obligation of the creating Party.

         (d)      ENFORCEABILITY: This Agreement constitutes, and the documents
                  and instruments to be executed pursuant hereto will
                  constitute, the legal, valid and binding obligations of
                  Seller, enforceable against Seller in accordance with their
                  respective terms, except to the extent that such enforcement
                  may be limited by applicable bankruptcy, insolvency and
                  similar laws affecting creditors' rights generally and by
                  general equitable principles.

         (e)      NO VIOLATIONS: The execution, delivery and performance of this
                  Agreement by Seller, and the transactions contemplated hereby,
                  will not violate: (i) any material agreement or instrument to
                  which Seller is a party or by which Seller or the Assets is
                  bound; (ii) any



                                      -15-
<PAGE>   17

                  judgment, order, ruling or decree applicable to Seller or the
                  Assets; (iii) to Seller's knowledge any law, rule or
                  regulation applicable to Seller or the Assets; or (iv) any of
                  the organizational documents of Seller.

         (f)      LITIGATION: Except as set forth in Exhibit "D":

                  (i)      to Seller's knowledge, there is no suit, action,
                           investigation or other proceeding pending or
                           threatened against Seller or otherwise involving the
                           Assets (except for suits, actions, investigations or
                           proceedings relating to the oil and gas industry
                           generally to which Seller is not a named party), that
                           could reasonably be expected to materially and
                           adversely affect any of the Assets, including,
                           without limitation, Seller's title thereto, the value
                           thereof, operations thereon or the marketing of
                           production therefrom;

                  (ii)     to Seller's knowledge, there is no suit, action,
                           investigation or other proceeding pending or
                           threatened against Seller that could reasonably be
                           expected to materially and adversely affect the
                           ability of Seller to perform its obligations under
                           this Agreement or that could reasonably be expected
                           to prevent, delay or hinder the consummation of the
                           transactions contemplated hereby; and

                  (iii)    Seller has not received any notice that it has been
                           charged with any violation of, or threatened with a
                           charge of a violation of, any Legal Requirement (as
                           defined below), which violation might reasonably be
                           expected to materially and adversely affect any of
                           the Assets, and to the knowledge of Seller, no third
                           party has been charged with any violation of any
                           Legal Requirement which violation might reasonably be
                           expected to materially and adversely affect the
                           Assets.

                  As used in this Agreement, "Legal Requirement" shall mean any
                  law, statute, ordinance, decree, requirement, order, judgment,
                  rule or regulation of, including the terms of any license,
                  permit or authorization issued by, any federal, state, or
                  local authority.

         (g)      BASIC DOCUMENTS: To Seller's knowledge, and except as set
                  forth on Schedule 6.2(g), the documents and instruments
                  creating or giving rise to the Leasehold Property and all
                  agreements, contracts, easements, rights-of-way and other
                  surface use rights, and all governmental licenses, permits,
                  approvals and other authorizations necessary to own, maintain
                  and operate the Assets in compliance with applicable laws and
                  in the manner in which they have historically been owned,
                  maintained and operated by Seller (all such documents and
                  instruments being herein referred to as the "Basic
                  Documents"), are in full force and effect and no material
                  breach or default exists thereunder. To Seller's knowledge,
                  and except as set forth on Schedule 6.2(g), the Basic
                  Documents, if assumed by Purchaser at Closing, would not
                  subject Purchaser to any area of mutual interest,
                  non-competition or similar provision restricting Purchaser
                  from independently conducting operations in any geographic
                  area. Except as set forth in Schedule 6.2(g), neither Seller
                  nor, to Seller's knowledge, any other party to the Basic
                  Documents, has received written



                                      -16-
<PAGE>   18

                  notice that Seller or such other party is in breach or
                  default, or with the lapse of time or the giving of notice, or
                  both, would be in breach or default, with respect to any of
                  its obligations thereunder. To Seller's knowledge, and except
                  as set forth on Schedule 6.2(g), there are no amounts claimed
                  to be due to Seller in respect of the Assets that are being
                  held in suspense because of a dispute as to title to such
                  Assets or for any other reason, and Seller has no knowledge
                  of, and has not received any notice from any purchaser of
                  production, that it will not be paid its net revenue interest
                  for each unit or well specified on Exhibit "A" without
                  indemnity or guarantee other than those customarily found in
                  division orders and other similar agreements and documents.

         (h)      COMPLIANCE WITH LAWS: Except as set forth in Schedule 6.2(h),
                  to Seller's knowledge, all operations (including, without
                  limitation, the exploration and development of all leases, the
                  drilling, completion and production of all wells thereon, and
                  the marketing of all production therefrom) by Seller relating
                  to the Leasehold Property have been conducted in compliance
                  with, and all items of tangible personal property and fixtures
                  constituting part of the Assets conform with, all Legal
                  Requirements, including, but not limited to, Environmental
                  Laws, in each case, in all material respects.

         (i)      GOVERNMENTAL LICENSES: Except as set forth in Schedule 6.2(i),
                  to Seller's knowledge, Seller has obtained all material
                  governmental permits, licenses and other authorizations
                  required to own and operate the Assets, all such
                  authorizations are in full force and effect and no material
                  violations exist thereunder. To Seller's knowledge, no
                  proceeding is pending or threatened relating to the
                  challenging, revocation or limitation of any such license or
                  authorization.

         (j)      LEASE OBLIGATIONS: Except as set forth in Schedule 6.2(j),
                  Seller has not received any written notice that: (i) there are
                  unfulfilled drilling obligations affecting the Leasehold
                  Property, other than provisions requiring optional drilling as
                  a condition of maintaining or earning all or a portion of a
                  lease; and (ii) royalties, rentals and other payments due in
                  respect of the Leasehold Property have not been timely paid,
                  or that any other conditions necessary to keep such properties
                  and interests in full force and effect during their primary
                  term and thereafter, if commercial production has been
                  established thereon or on lands pooled therewith, have not
                  been fully performed.

         (k)      OBLIGATIONS RELATING TO OPERATIONS: With respect to operations
                  relating to the Assets, except as set forth on Schedule
                  6.2(k), to Seller's knowledge, there are no: (i) gas
                  production, processing, sales, transportation or other
                  imbalances as of the Effective Date between Seller and any
                  third party; (ii) material non-consent operations with respect
                  to any Leasehold Property which have resulted or will result
                  in a temporary or permanent increase or decrease in Seller's
                  interest in such Leasehold Property for the applicable unit or
                  well; and (iii) binding commitments with respect to the Assets
                  that will result in Purchaser incurring after the Closing Date
                  capital expenditures in excess of $100,000 with respect to any
                  one unit or well or $250,000 with respect to the Assets in the
                  aggregate.



                                      -17-
<PAGE>   19

         (l)      OPERATIONS SINCE THE EFFECTIVE DATE: Except as set forth in
                  Schedule 6.2(1), to Seller's knowledge, since the Effective
                  Date:

                  (i)      Seller has caused the Assets to be developed,
                           maintained and operated in a good and prudent manner
                           and in substantially the same manner as the Assets
                           were developed, maintained and operated prior to the
                           Effective Date;

                  (ii)     Seller has not sold, assigned, transferred, farmed
                           out, conveyed or otherwise disposed of any of the
                           Assets, except for the sale of hydrocarbons in the
                           ordinary course of business under contracts
                           terminable upon thirty (30) days notice or less;

                  (iii)    Seller has not, to the extent related to (and
                           materially and adversely affecting) the Assets, made
                           any major change in its business or operations or
                           otherwise conducted its business and operations other
                           than in accordance with standard industry practices;

                  (iv)     Seller has not permitted any leases or material
                           rights with respect to the Assets to expire or waived
                           any material rights with respect to the Assets;

                  (v)      Seller has not entered into any agreement or made any
                           commitment (other than this Agreement) to take any of
                           the actions referred to in clauses (i) through (iv)
                           above or that would materially and adversely affect
                           the ownership or operation of, or production from,
                           the Assets after the Effective Date; and

                  (vi)     there have been no fires, blow-outs, or other
                           casualties (above or below the surface of the
                           seabed), which materially and adversely affected any
                           of the Assets.

         (m)      MARKETING OF PRODUCTION; SUSPENDED FUNDS:

                  (i)      Except as set forth in Schedule 6.2(m), to Seller's
                           knowledge:

                           (1)      Seller has not received, as of the Effective
                                    Date, any advance, "take-or-pay," or other
                                    similar payments under production sales
                                    contracts that entitle the purchasers to
                                    "make-up" or otherwise receive deliveries of
                                    hydrocarbons at any time after the Effective
                                    Date without paying at such time the full
                                    market price therefor, nor has Seller
                                    received any payments with respect to, in
                                    lieu of or in satisfaction for any
                                    take-or-pay obligations of the purchasers of
                                    Seller's hydrocarbons deliverable under any
                                    contracts covering any of the Leasehold
                                    Property on or after the Effective Date; and

                           (2)      since the Effective Date, none of the
                                    Leasehold Property are subject to any: (i)
                                    dedication under production sales contracts
                                    with terms in excess of 31 days; (ii)
                                    production gathering agreements not
                                    terminable without



                                      -18-
<PAGE>   20

                                   cause on 30 days advance written notice; or
                                   (iii) calls on, or preferential rights to
                                   purchase, hydrocarbons produced therefrom.

                  (ii)     Schedule 6.2(m) sets forth a list of all funds held
                           in suspense by Seller on the date hereof that are
                           attributable to the Leasehold Property; a description
                           of the source of such funds and the reason they are
                           being held in suspense; the agreement or agreements
                           under which such funds are being held; and the name
                           or names of the parties claiming such funds or to
                           whom such funds are owed.

         (n)      TAXES: Since the Effective Date, except as set forth in
                  Schedule 6.2(n), to Seller's knowledge, all material ad
                  valorem, property, production, severance, sales, use, and
                  similar taxes and assessments owed by Seller based on or
                  measured by the ownership of the Assets or the production of
                  hydrocarbons or the receipt of proceeds therefrom that have
                  become due and payable with respect to the Assets have been,
                  or will be, paid timely and all tax and information returns to
                  tax authorities required to be filed by Seller with respect to
                  the Assets have been, or will be, filed timely. Schedule
                  6.2(n) identifies all audits or examinations pending or
                  presently being conducted by any taxing jurisdiction or
                  regulatory authority against Seller regarding the Assets and a
                  summary of the likely outcomes of any such audit or
                  examination.

         (o)      PREFERENTIAL RIGHTS AND RESTRICTIONS ON ASSIGNMENT: Except as
                  set forth in Schedule 6.2(o), to Seller's knowledge none of
                  the Leasehold Property are subject to any preferential rights
                  to purchase or restrictions on assignment, including, but not
                  limited to, requirements for consents from third persons to
                  any assignment, but excluding any governmental consents to or
                  approvals of assignment that are typically obtained after
                  Closing.

         (p)      WELLS: To Seller's knowledge, and except as set forth on
                  Schedule 6.2(p), all of the wells in which Seller has an
                  interest by virtue of its ownership of the Leasehold Property
                  and which have been drilled and completed by Seller are within
                  the boundaries of such Leasehold Property or within the limits
                  otherwise permitted by contract, pooling or unit agreement,
                  and by law; and, except as set forth on Schedule 6.2(p), to
                  Seller's knowledge, no such well is subject to penalties on
                  allowables because of any over production or any other
                  violation of applicable Legal Requirements that would prevent
                  such well from being entitled to its full legal and regular
                  allowable from and after the Effective Date as prescribed by
                  any governmental authority.

         (q)      ENVIRONMENTAL MATTERS: Except as set forth in Schedule 6.2(q),
                  to Seller's knowledge:

                  (i)      the Assets do not violate any order or requirement of
                           any governmental authority or any Environmental Laws,
                           nor are there any conditions existing on or resulting
                           from the operations of the Assets that may give rise
                           to any on-site or off-site remedial obligations under
                           any Environmental Laws, which would have a material
                           and adverse effect on the Assets;



                                      -19-
<PAGE>   21

                  (ii)     without limitation of clause (i) above, the Assets
                           are not in violation of or subject to any existing,
                           pending or threatened action, suit, investigation,
                           inquiry or proceeding by or before any court or any
                           other governmental authority, which would have a
                           material and adverse effect on the Assets;

                  (iii)    during the term of Seller's ownership of the Assets
                           (and prior thereto to the knowledge of Seller), all
                           material notices, permits, licenses or similar
                           authorizations, if any, required to be obtained or
                           filed in connection with the Assets, including,
                           without limitation, those relating to the past or
                           present treatment, storage, disposal or release of a
                           hazardous substance or solid waste into the
                           environment, have been duly obtained or filed, and
                           Seller is in material compliance with the terms and
                           conditions of all such notices, permits, licenses and
                           similar authorizations;

                  (iv)     during the term of Seller's ownership of the Assets
                           (and prior thereto to the knowledge of Seller), and
                           since the date on which any relevant requirements of
                           the Resource Conservation and Recovery Act ("RCRA")
                           became effective and applicable to the Assets, all
                           hazardous substances or solid waste generated at or
                           as a result of the Assets have been transported,
                           treated and disposed of only by carriers maintaining
                           valid authorizations under RCRA and any other
                           Environmental Laws and only at treatment, storage and
                           disposal facilities maintaining valid authorizations
                           under RCRA and any other Environmental Law; and

                  (v)      during the term of Seller's ownership of the Assets
                           (and prior thereto to the knowledge of Seller), no
                           hazardous substance or solid waste has been disposed
                           of or otherwise released (including without
                           limitation discharges or releases into pits) that
                           would have a material and adverse effect on the
                           Assets and there has been no threatened release of
                           any hazardous substances or solid waste on, to or as
                           a result of the Assets, which would have a material
                           and adverse effect on the Assets, except in
                           compliance with Environmental Laws, and there are no
                           storage tanks or other containers on or under any of
                           the Assets from which hazardous substances, petroleum
                           products or other contaminants may be released into
                           the surrounding environment that would have a
                           material and adverse effect on the Assets.

         (r)      INTERESTS EARNED: At Closing, all material conditions of
                  Seller set forth in the Union PSA and the Shell PSA have been
                  satisfied or waived by the other parties to the Union PSA and
                  the Shell PSA, respectively.

         (s)      ACCURACY: The exhibits and schedules prepared by Seller and
                  attached hereto are materially complete and correct.

6.3      DISCLAIMER OF REPRESENTATIONS AND WARRANTIES:


                                      -20-
<PAGE>   22


         (a)      Except as otherwise set forth in Sections 1.4 and 6.2; THE
                  ASSETS ARE SOLD "AS IS," "WHERE IS" AND "WITH ALL FAULTS AS TO
                  ALL MATTERS," AND SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY
                  REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW,
                  BY STATUTE, OR OTHERWISE RELATING TO: (i) THE CONDITION OF THE
                  ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS
                  WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
                  PURPOSE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS);
                  (ii) ANY INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY
                  RIGHT OF ANY THIRD PERSON; (iii) ANY INFORMATION, DATA OR
                  OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER BY OR
                  ON BEHALF OF SELLER (INCLUDING WITHOUT LIMITATION, IN RESPECT
                  OF GEOLOGICAL AND ENGINEERING DATA, THE EXISTENCE OR EXTENT OF
                  OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR
                  THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH
                  RESERVES, ANY PRODUCT PRICING ASSUMPTIONS AND THE ABILITY TO
                  SELL OIL OR GAS PRODUCTION AFTER CLOSING); (iv) THE
                  ENVIRONMENTAL CONDITION AND OTHER CONDITION OF THE ASSETS AND
                  ANY POTENTIAL LIABILITY ARISING FROM OR RELATED TO THE ASSETS;
                  (v) THE FAILURE OF ANY COMPUTER, ELECTRONICS, SOFTWARE OR
                  COMPONENTS TO BE FREE OF ANY DEFECTS OR ERRORS, INCLUDING, BUT
                  NOT LIMITED TO, ANY DEFICIENCIES RELATING TO THE INABILITY TO
                  PROPERLY FUNCTION BEYOND DECEMBER 31, 1999; AND (vi) THE
                  WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTEE AGAINST
                  HIDDEN OR LATENT REDHIBITORY VICES.

         (b)      PURCHASER: (i) WAIVES ALL RIGHTS IN REDHIBITION PURSUANT TO
                  LOUISIANA CIVIL CODE ARTICLES 2520, ET SEQ.; (ii) ACKNOWLEDGES
                  THAT THIS EXPRESS WAIVER SHALL BE CONSIDERED A MATERIAL AND
                  INTEGRAL PART OF THIS SALE AND THE CONSIDERATION THEREOF; AND
                  (iii) ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE
                  ATTENTION OF PURCHASER, HAS BEEN EXPLAINED IN DETAIL AND THAT
                  PURCHASER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS
                  WAIVER OF WARRANTY OF FITNESS AND WARRANTY AGAINST REDHIBITORY
                  VICES AND DEFECTS FOR THE ASSETS.

         (c)      ALL INSTRUMENTS OF CONVEYANCE TO BE DELIVERED BY SELLER AT
                  CLOSING SHALL EXPRESSLY SET FORTH THE DISCLAIMERS OF
                  REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6.3.



                                      -21-
<PAGE>   23

                                      VII.

                              CONDITIONS OF CLOSING

The obligations of either Party to consummate the transactions provided for
herein are subject to the satisfaction or waiver by the other Party of the
following conditions:

7.1      REPRESENTATIONS: The representations of Purchaser and Seller contained
         in Article VI hereof shall be true and correct in all material respects
         on the date of Closing as though made on and as of that date.

7.2      PERFORMANCE: Both Purchaser and Seller shall have performed in all
         material respects the obligations, covenants and agreements hereunder
         to be performed by them at or prior to Closing.

7.3      PENDING MATTERS: No suit, action or other proceeding by a third person
         or a governmental authority shall be pending or threatened which seeks
         substantial damages from Purchaser or Seller in connection with the
         Assets, or seeks to restrain, enjoin or otherwise prohibit the
         consummation of the transactions contemplated by this Agreement.

7.4      HART-SCOTT-RODINO ACT: If either Party is of the opinion that the
         transaction described in this instrument falls within the purview of
         the Hart-Scott-Rodino Act ("HSR Act"), Purchaser shall prepare and
         submit in a timely manner, any necessary filings for Purchaser in
         connection with the transactions contemplated by this Agreement under
         the HSR Act and the rules and regulations thereunder. Purchaser shall
         request expedited treatment of such filing by the Federal Trade
         Commission, shall promptly make any appropriate or necessary subsequent
         or supplemental filings, and shall furnish to Seller copies of all
         filings made under the HSR Act at the same time they are filed with the
         government.

7.5      GOVERNMENTAL BONDS: Purchaser shall have delivered to Seller either:
         (i) copies of any bonds covering the Assets required under any laws,
         rules or regulations of any federal, state or local governmental agency
         having jurisdiction over the Assets issued by corporate sureties
         satisfactory to Seller or a commitment by a surety company,
         satisfactory to Seller, to issue such bonds upon Closing; and (ii)
         copies of all other necessary or appropriate consents, permits,
         insurance, approvals, authorizations and similar items required of
         Purchaser to purchase, receive, own and operate the Assets as of the
         Closing and to otherwise transact business in the applicable
         jurisdiction(s).

7.6      CONSENTS AND WAIVERS: All necessary consents, permissions and approvals
         by third parties in connection with the sale and transfer of the Assets
         shall have been received prior to Closing ("Necessary Approvals"),
         except those governmental consents customarily generated and received
         in the ordinary course of business at a post-Closing date.

7.7      SATISFACTION WITH DUE DILIGENCE: Purchaser shall be satisfied in its
         sole discretion with the results of its due diligence investigation of
         the Assets, including, but not limited to: (i) the operational and
         environmental condition of the Assets; and (ii) title to the Assets.



                                      -22-
<PAGE>   24

                                      VIII.

                                     CLOSING


8.1      CLOSING ITEMS: At Closing, as defined in Section 1.2 hereof, the
         following shall occur:

         (a)      Seller shall execute, acknowledge and deliver Assignments of
                  Record Title Interest (whether one or more, "Record Title
                  Assignment") and an Assignment, Bill of Sale and Conveyance
                  ("General Assignment") in the forms attached hereto as Exhibit
                  "H" and Exhibit "H-1," respectively, covering all of the
                  Assets to be sold pursuant hereto;

         (b)      Purchaser shall deliver to Seller either by wire transfer of
                  cash as specified by Seller the remaining balance of the total
                  Purchase Price as adjusted hereunder;

         (c)      Purchaser shall provide Seller with executed designation of
                  operator forms designating Seller as the operator, as required
                  by the Minerals Management Service to effect a change of
                  operator for the properties being sold at Closing, and
                  promptly thereafter, file said forms with the Minerals
                  Management Service;

         (d)      Purchaser and Seller shall execute an Operating Agreement
                  which names Seller as the operator in the form attached hereto
                  as Exhibit "I";

         (e)      Seller shall provide Purchaser with executed non-foreign
                  affidavits, and shall execute, acknowledge and deliver such
                  other instruments and documents and take such other actions as
                  may be necessary to carry out its obligations under this
                  Agreement;

         (f)      Seller shall (subject to the terms of applicable operating
                  agreements and other provisions hereof) deliver to Purchaser
                  possession of the Assets, effective as of the Effective Date;

         (g)      Upon Purchaser's request, Seller shall, at or as promptly as
                  reasonably possible after Closing, provide Purchaser, at
                  Purchaser's expense, with copies of the Records;

         (h)      Seller shall deliver letters in lieu of transfer orders
                  directing all purchasers of production to pay Purchaser the
                  proceeds of production produced from the Assets from and after
                  the Effective Date, to the extent that such purchasers of
                  production have not already paid the same to Seller;

         (i)      Seller shall deliver to Purchaser: (i) partial releases of all
                  liens and encumbrances securing Secured Items insofar as such
                  liens and encumbrances affect the Assets; and (ii) all other
                  releases or subordinations that may be necessary in the sole
                  discretion of Purchaser with respect to other agreements that
                  affect the Assets;

         (j)      Seller shall deliver to Purchaser a copy of the resolutions of
                  Seller's board of directors approving the sale of the Assets,
                  certified by Seller as being true and correct as of Closing;

         (k)      Seller shall deliver to Purchaser the Necessary Approvals
                  obtained before Closing;


                                      -23-
<PAGE>   25
         (l)      Seller shall deliver to Purchaser a certificate signed by the
                  chief executive officer of Seller which states that: (i) as of
                  Closing, none of the Assets have been destroyed by fire,
                  blowout, or other casualty, and none of the Assets have been
                  taken by, or threatened with being taken, in condemnation or
                  under the right of eminent domain; (ii) no adverse material
                  change in the Assets has occurred since the Effective Date;
                  and (iii) with respect to Seller, the conditions set forth in
                  Sections 7.1, 7.2, and 7.3 have been fulfilled;

         (m)      Seller shall execute, acknowledge and deliver the Pipeline
                  Purchase Option Agreement providing Purchaser with the option
                  to acquire rights in all pipeline systems and associated
                  rights-of-way in the form attached hereto as Exhibit "H-2",
                  over which production from the Assets is transported; and

         (n)      Purchaser and Seller shall execute Right of First Refusal
                  Agreement in the form attached hereto as Exhibit "N".

         Immediately after Closing, Purchaser shall notify all pertinent
         operators, non-operators, oil or gas purchasers, governmental agencies
         and royalty owners that it has purchased the Assets.

                                       IX.

                             CONTINUING OBLIGATIONS

9.1      FINAL ACCOUNTING: Within one hundred (120) days after the Closing,
         Seller shall prepare, in accordance with this Agreement and with
         generally accepted accounting principles consistently applied, and
         deliver to Purchaser a statement setting forth each adjustment to the
         Purchase Price required pursuant to Section 2.2 and showing the
         calculation of each such adjustment. From and after Closing and until
         the Adjusted Purchase Price is finally determined pursuant to this
         Section 9.1, Seller shall make available to Purchaser at any reasonable
         time such accounting records and other information as may be reasonably
         necessary for Purchaser to verify the accuracy of the adjustments set
         forth on such statement. Purchaser will give representatives of Seller
         reasonable access to its premises and to its books and records for
         purposes of determining the final Adjusted Purchase Price, and if
         requested by Seller, will use reasonable efforts to cause the
         appropriate personnel of Purchaser to assist Seller and its
         representatives, during normal business hours and without unreasonably
         interfering with the conduct by such personnel of their duties, in
         determining the final Adjusted Purchase Price. Within sixty (60) days
         after receipt of such statement from Seller, Purchaser shall deliver to
         Seller a written report containing all changes with explanations
         therefor that Purchaser proposes be made to such statement. The parties
         shall then undertake to agree on the items in dispute and the final
         Adjusted Purchase Price no later than sixty (60) days after the receipt
         by Seller of Purchaser's statement of proposed changes. At any time
         after the end of such sixty (60) day period, any adjustments remaining
         in dispute or not finally determined and agreed upon may, at the
         request of either Seller or Purchaser, be submitted for determination
         by a mutually acceptable accounting firm not employed by either Party
         within a three-year period prior to selection of the firm. Such firm
         shall make such determination within sixty (60) days following such
         submission and such determination shall be final and binding upon
         Seller and Purchaser, with


                                      -24-
<PAGE>   26

         the fees and expenses of such firm to be shared equally by Seller and
         Purchaser. Following the final determination of the Adjusted Purchase
         Price pursuant to this Section 9.1 (which final determination, however
         determined, shall be final and binding on Seller and Purchaser), Seller
         or Purchaser, as the case may be, shall promptly make the payment
         required pursuant to Section 2.3.

9.2      RECEIPTS AND CREDITS: Except as otherwise provided in this Agreement:

         (a)      All monies, proceeds, receipts, credits and income
                  attributable to the Assets for all periods of time on and
                  after the Effective Date shall be the sole property and
                  entitlement of Purchaser, and to the extent received by
                  Seller, Seller shall fully disclose, account for and transmit
                  same to Purchaser promptly;

         (b)      All monies, proceeds, receipts and income attributable to the
                  Assets for all periods of time prior to the Effective Date
                  shall be the sole property and entitlement of Seller and, to
                  the extent received by Purchaser, Purchaser shall fully
                  disclose, account for and transmit same to Seller promptly;

         (c)      All costs, expenses, disbursements, obligations and
                  liabilities attributable to the Assets for periods of time
                  prior to the Effective Date, regardless of when due or payable
                  shall be the sole obligation of Seller and Seller shall
                  promptly pay, or if paid by Purchaser, promptly reimburse
                  Purchaser for and hold Purchaser harmless from and against
                  same; and

         (d)      All costs, expenses, disbursements, obligations and
                  liabilities attributable to the Assets for periods of time on
                  and after the Effective Date, regardless of when due or
                  payable, shall be the sole obligation of Purchaser, and
                  Purchaser shall promptly pay, or if paid by Seller, promptly
                  reimburse Seller for and hold Seller harmless from and against
                  same.



                                      -25-
<PAGE>   27


9.3      INDEMNITIES:

         (a)      Purchaser agrees to indemnify, defend and hold harmless Seller
                  and Seller Agents from and against any and all Claims arising:
                  (i) from the breach of this Agreement by Purchaser; (ii) from
                  the Assumed Liabilities; or (iii) on or after the Effective
                  Date, in any way connected with, attributable to, or resulting
                  from Purchaser's ownership or operation of, or activities on,
                  the Assets, including, but not limited to, Claims for damage
                  to property or injury or death to persons, Claims for breach
                  of duties and obligations arising under or by virtue of any
                  lease, contract, agreement, permit, applicable statute or
                  rule. Purchaser's obligations to indemnify, defend and hold
                  harmless, as set forth above, shall also specifically extend
                  to all such claims, REGARDLESS OF WHETHER ATTRIBUTABLE, IN
                  WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS
                  ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT
                  LIABILITY, BREACH OF CONTRACT, PRODUCTS LIABILITY, OR OTHER
                  FAULT OR RESPONSIBILITY OF SELLER, SELLER'S AGENTS OR ANY
                  OTHER PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE
                  PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT
                  EXISTED PRIOR TO THE EFFECTIVE DATE.

         (b)      Except as otherwise set forth herein and except for the
                  Assumed Liabilities, Seller agrees to indemnify, defend and
                  hold harmless, Purchaser and Purchaser's Agents from and
                  against any and all Claims arising: (i) from the breach of
                  this Agreement by Seller; (ii) arising from or related to
                  Excluded Assets; (iii) arising from or related to Retained
                  Matters; (iv) before the Effective Date, in any way connected
                  with, attributable to, or resulting from the ownership or
                  operation of, or activities on the Assets, including, but not
                  limited to, Claims for damage to property or injury or death
                  to persons, Claims for breach of duties and obligations
                  arising under or by virtue of any lease, contract, agreement,
                  permit, applicable statute or rule; and (v) any obligations or
                  liabilities retained by Seller. Seller's obligations to
                  indemnify, defend and hold harmless, as set forth above, shall
                  also specifically extend to all such claims, REGARDLESS OF
                  WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE
                  KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT,
                  CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT,
                  PRODUCTS LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF
                  PURCHASER, PURCHASER'S AGENTS OR ANY OTHER PERSON.

         (c)      Any claim for indemnity under any provision of this Agreement,
                  including Sections 4.5 and 9.3, shall be made by written
                  notice from the Party seeking indemnification (the
                  "Indemnified Party") to the Party required to provide same
                  (the "Indemnifying Party"), together with a written
                  description of any third person claim against the Indemnified
                  Party, stating the nature and basis of such claim and, if
                  ascertainable, the amount thereof. The Indemnifying Party
                  shall have a period of thirty (30) days after receipt of such
                  notice within


                                      -26-
<PAGE>   28
                  which to respond thereto or, in the case of a third person
                  claim which requires a shorter time for response, then within
                  such shorter period as specified by the Indemnified Party in
                  such notice (the "Notice Period"). If the Indemnifying Party
                  denies liability or fails to respond to the notice within the
                  Notice Period, the Indemnified Party may defend or compromise
                  the claim as it deems appropriate without prejudice to any of
                  the Indemnified Party's rights hereunder, with no further
                  obligation to inform the Indemnifying Party of the status of
                  the claim and no right of the Indemnifying Party to approve or
                  disapprove any action, taken in connection therewith by the
                  Indemnified Party. If the Indemnifying Party accepts
                  liability, it shall so notify the Indemnified Party within the
                  Notice Period and elect either: (i) to undertake the defense
                  or compromise of such third person claim with counsel selected
                  by the Indemnifying Party and reasonably approved by the
                  Indemnified Party; or (ii) to instruct the Indemnified Party
                  to defend or compromise such claim. If the Indemnifying Party
                  undertakes the defense or compromise of such third person
                  claim, the Indemnified Party shall be entitled, at its own
                  expense, to participate in such defense. No compromise or
                  settlement of any third person claim shall be made without
                  reasonable notice to the Indemnified Party and, unless such
                  compromise or settlement includes a general release of the
                  Indemnified Party in respect of the matter with no admission
                  of liability on the part of the Indemnified Party and no
                  constraints on the future conduct of its business, without the
                  prior written approval of the Indemnified Party.

9.4      FURTHER ASSURANCES: After Closing, Seller and Purchaser agree to take
         such further actions and to execute, acknowledge and deliver all such
         further documents that are necessary or useful in carrying out the
         purposes of this Agreement or of any document delivered pursuant
         hereto.

9.5      RECORDING: Purchaser shall immediately file for all requisite approvals
         of the appropriate federal governmental agencies to the Assignment. The
         Assignment shall be filed in the appropriate governmental offices in
         compliance with the applicable rules of such governmental agencies.
         Purchaser shall supply Seller with a true and accurate photocopy of
         each recorded and filed Assignment and General Assignment within a
         reasonable period of time after their recording and filing.

9.6      CONFIDENTIALITY AND PUBLICITY: In the event Closing does not occur for
         any reason except as required by law and with prior notice to Seller,
         Purchaser and its officers, directors, employees, agents and
         representatives will hold in strict confidence all data and information
         obtained from Seller in connection with the Assets, whether before or
         after execution of this Agreement, except any data or information
         which:

         (a)      at the time of the disclosure to Purchaser by Seller is in the
                  public domain;

         (b)      after disclosure to Purchaser by Seller becomes part of the
                  public domain by publication or otherwise, except by breach of
                  this provision by Purchaser;

         (c)      Purchaser can establish by competent proof was rightfully in
                  its possession at the time of disclosure to Purchaser by
                  Seller;



                                      -27-
<PAGE>   29

         (d)      Purchaser rightfully received from third parties free of any
                  obligations of confidence; or

         (e)      is developed independently by Purchaser, provided the person
                  or persons alleged to have independently developed the
                  information shall not have any access to data or information
                  obtained from Seller in connection with the transactions
                  contemplated by this Agreement.

         If this Agreement is terminated for any reason, Purchaser shall return
         to Seller all copies of confidential information, as requested by
         Seller, in the possession of Purchaser obtained from Seller or pursuant
         to any provision of this Agreement, which information is at the time of
         termination required to be held in confidence pursuant to this Section.
         The obligations of Purchaser under this Section 9.6 shall be in
         addition to, and not in lieu of, Purchaser's obligations under
         confidentiality agreements previously executed by the Parties that
         relate to the Assets ("Prior Confidentiality Agreements").
         Notwithstanding anything to the contrary contained in the Prior
         Confidentiality Agreements, the Parties acknowledge and agree that: (i)
         the terms and provisions of the Prior Confidentiality Agreements shall
         not be superseded by the provisions of this Agreement; and (ii) the
         Prior Confidentiality Agreements shall terminate at Closing or upon
         termination of this Agreement pursuant to Article XI.

9.7      THIRD-PERSON CONSENTS: Certain of the transfers contemplated by this
         Agreement are subject to various forms of consents required of third
         persons, which are identified on Exhibit "J" ("Consents"). The Parties
         shall cooperate and shall promptly take such action as may be required
         to obtain all necessary Consents prior to Closing. The Parties agree
         that to the extent any Assets, contract or permit that would otherwise
         be assigned under this Agreement is not capable of being assigned,
         transferred, subleased or sublicensed without any such Consent, or
         waiver by any other party thereto or any other person, or if such
         assignment, transfer, sublease or sublicense or attempted assignment,
         transfer, sublease or sublicense would constitute a breach thereof, or
         a violation of any law, this Agreement shall not constitute an
         assignment, transfer, sublease or sublicense, or an attempted
         assignment, transfer, sublease or sublicense of any such contract or
         permit. With respect to each Asset, contract that, but for the reasons
         set forth in the first sentence of this Section, would be assigned,
         Seller agrees to provide Purchaser with the benefits (including the
         right to terminate any such contract or permit in accordance with the
         terms thereof) of such Asset, contract or permit, to the extent related
         to transactions or periods that occur at or after Closing, and to the
         extent it is possible to do so; and, if and to the extent such benefits
         are provided to Purchaser, Purchaser agrees to observe and perform such
         contract or permit. Seller shall continue to use its reasonable efforts
         to obtain an assignment to Purchaser of each Asset, contract or permit
         that, but for the reasons set forth in the first sentence of this
         Section, would be assigned; provided, however, that Seller shall not be
         required to pay any consideration or suffer any financial disadvantage
         to obtain such assignment.

9.8      PLUGGING AND ABANDONMENT: Purchaser recognizes that pursuant to Article
         7.7 of the Union PSA, Seller agreed under certain circumstances to
         provide to Union a bond. In the event Closing occurs and Seller is
         obligated to provide this bond to Union Oil Company of California,
         Purchaser agrees to pay for and bear an undivided fifty percent (50%)
         of such cost and obligation.


                                      -28-
<PAGE>   30

                                       X.

                                      TAXES

10.1     APPORTIONMENT OF AD VALOREM AND PROPERTY TAXES: All ad valorem taxes,
         real property taxes, personal property taxes and similar obligations
         with respect to the Assets for the tax period in which the Effective
         Date occurs shall be apportioned as of the Effective Date between
         Seller and Purchaser. That portion of such apportioned tax liability
         which is attributable to Seller shall be taken into account as an
         adjustment to the Purchase Price pursuant to Section 2.2. Purchaser
         shall file or cause to be filed all required reports and returns
         incident to such taxes and shall pay or cause to be paid to the taxing
         authorities all such taxes relating to the tax period in which the
         Effective Date occurs. Seller will use its reasonable efforts to
         provide Purchaser with all necessary information.

10.2     SALES TAXES; FILING FEES: The transactions contemplated by this
         Agreement are an occasional sale and should be deemed exempt from any
         state and local sales and use taxes, and the Parties hereto will use
         reasonable efforts to report and have this transfer treated as exempt
         from such taxes. The Purchase Price and the Adjusted Purchase Price
         provided for herein are net of any sales taxes or other transfer taxes
         in connection with the sale of the Assets. Purchaser shall be liable
         for any sales tax or other transfer tax, as well as any applicable
         conveyance, transfer and recording fees and real estate transfer stamps
         or taxes imposed on the transfer of the Assets pursuant to this
         Agreement. If Seller is required by applicable state law to report and
         pay these taxes and fees, Purchaser shall, upon presentment of an
         invoice by Seller, promptly deliver a check to Seller in full payment
         of the invoice.

10.3     OTHER TAXES: All production, severance, excise and other similar such
         taxes or fees (other than income, franchise and general corporate
         taxes) relating to production of oil, gas and condensate by Seller
         attributable to the Assets prior to the Effective Date shall be paid by
         Seller, and all such taxes relating to such production on and after the
         Effective Date shall be paid by Purchaser. Purchaser and Seller shall
         supply each other with copies of the filed reports and proof of payment
         promptly after filing and paying them.

                                       XI.

                                   TERMINATION

11.1     RIGHT OF TERMINATION: This Agreement, the transactions contemplated
         hereby, and any obligations under any letters of intent between the
         Parties may be terminated at any time prior to Closing by either Party.
         Any termination pursuant to this Section 11.1 must be by written notice
         by the Party electing to terminate, and shall be effective when
         delivered to the other Party.

11.2     EFFECT OF TERMINATION: In the event of termination pursuant to Section
         11.1, neither Party shall have any further obligations to the other
         hereunder or under any letter of intent between the Parties, or
         otherwise, except for the Prior Confidentiality Agreements.


                                      -29-
<PAGE>   31


                                      XII.

                                  MISCELLANEOUS

12.1     GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA. ALL ASSIGNMENTS AND
         INSTRUMENTS EXECUTED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE
         GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
         WHERE THE ASSETS CONVEYED THEREBY ARE LOCATED.

12.2     ENTIRE AGREEMENT: This Agreement and all documents and instruments
         executed and delivered pursuant to this Agreement, together with any
         confidentiality agreements relating to the Assets previously executed
         by Purchaser, constitute the entire agreement between the parties and
         supersede all prior agreements, understandings, negotiations and
         discussions, whether oral or written, of the Parties. No supplement,
         amendment, alteration, modification or waiver of this Agreement shall
         be binding unless executed in writing by the Parties.

12.3     WAIVER: No waiver of any of the provisions of this Agreement shall be
         deemed or shall constitute a waiver of any other provisions hereof
         (whether or not similar), nor shall such waiver constitute a continuing
         waiver unless otherwise expressly provided.

12.4     CAPTIONS: The captions in this Agreement are for convenience only and
         shall not be considered a part of or affect the construction or
         interpretation of any provision of this Agreement.

12.5     ASSIGNMENT: Except as provided in Section 2.4, prior to Closing,
         neither Party shall assign this Agreement or any of its rights or
         obligations hereunder without the prior written consent of the other
         Party, and any assignment made without such consent shall be void.
         Except as otherwise provided herein, this Agreement shall be binding
         upon and inure to the benefit of the Parties and their respective
         permitted successors and assigns.

12.6     NOTICES: Any notice provided or permitted to be given under this
         Agreement shall be in writing, and may be served by personal delivery
         or by depositing same in the United States mail, addressed to the Party
         to be notified, postage prepaid, and registered or certified with a
         return receipt requested. Notices deposited in the mail in the manner
         hereinabove described shall be deemed to have been given and received
         upon the date of delivery as shown on the return receipt. Notice served
         in any other manner shall be deemed to have been given and received
         only if and when actually received by the addressee. For purposes of
         notice, until receipt of written notice changing same, the addresses of
         the Parties shall be as follows:



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<PAGE>   32

         SELLER'S MAILING ADDRESS:
         Energy Partners, Ltd.
         201 St. Charles Avenue
         Suite 3400
         New Orleans, Louisiana 70170
         Attention: Vice President - Land

         PURCHASER'S MAILING ADDRESS:
         Vastar Resources, Inc.
         15375 Memorial Drive
         Houston, Texas 77079
         Attention: Shawn E. Conner

12.7     WAIVER OF COMPLIANCE WITH BULK TRANSFER LAWS: Purchaser waives
         compliance with any applicable bulk transfer law relating to the
         transactions contemplated by this Agreement, and agrees to assume all
         risk and liability in connection with the failure to so comply.

12.8     UTPCPL WAIVER: TO THE EXTENT APPLICABLE TO THE ASSETS OR ANY PORTION
         THEREOF, PURCHASER HEREBY WAIVES THE PROVISIONS OF THE LOUISIANA UNFAIR
         TRADE PRACTICES AND CONSUMER PROTECTION LAW (LA. R.S. 51:1402, ET
         SEQ.). PURCHASER WARRANTS AND REPRESENTS THAT IT: (i) IS EXPERIENCED
         AND KNOWLEDGEABLE WITH RESPECT TO THE OIL AND GAS INDUSTRY GENERALLY
         AND WITH TRANSACTIONS OF THIS TYPE SPECIFICALLY; (ii) POSSESSES AMPLE
         KNOWLEDGE, EXPERIENCE AND EXPERTISE TO EVALUATE INDEPENDENTLY THE
         MERITS AND RISKS OF THE TRANSACTIONS HEREIN CONTEMPLATED; AND (iii) IS
         NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. Nothing in this
         Section shall be interpreted as a waiver of the express representations
         and warranties in this Agreement.

12.9     WAIVER OF CONSUMER RIGHTS: PURCHASER HEREBY WAIVES ITS RIGHTS UNDER THE
         DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET
         SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL
         RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN
         SELECTION, PURCHASER VOLUNTARILY CONSENTS TO THIS WAIVER. IN ADDITION,
         TO THE EXTENT APPLICABLE TO THE ASSETS OR ANY PORTION THEREOF,
         PURCHASER HEREBY WAIVES THE PROVISIONS OF THE TEXAS CONSUMER
         PROTECTION LAWS REGARDING FALSE, MISLEADING AND DECEPTIVE BUSINESS
         PRACTICES, UNCONSCIONABLE ACTIONS AND BREACHES OF WARRANTY; PROVIDED,
         HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL BE DEEMED A WAIVER BY
         PURCHASER WHERE SUCH WAIVER IS PROHIBITED BY LAW. IN ORDER TO EVIDENCE
         ITS ABILITY TO GRANT SUCH WAIVER, PURCHASER HEREBY REPRESENTS AND
         WARRANTS TO SELLER THAT PURCHASER: (i) IS IN THE BUSINESS OF SEEKING OR
         ACQUIRING, BY PURCHASE OR LEASE, GOODS, OR SERVICES FOR COMMERCIAL OR
         BUSINESS USE; (ii) HAS ASSETS OF FIVE MILLION DOLLARS OR MORE ACCORDING
         TO ITS MOST RECENT FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; (iii) HAS


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<PAGE>   33

         KNOWLEDGE AND EXPERIENCE IN FINANCIAL MATTERS THAT ENABLE IT TO
         EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED HEREBY;
         AND (iv) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION.
         Nothing in this Section shall be interpreted as a waiver of the express
         representations and warranties in this Agreement.

12.10    WAIVER OF JURY TRIAL: SELLER AND PURCHASER DO HEREBY IRREVOCABLY WAIVE,
         TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY
         JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING BASED UPON, ARISING
         OUT OF, OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
         HEREBY.

12.11    LIMITATION OF LIABILITY: SELLER AND PURCHASER DO HEREBY COVENANT AND
         AGREE THAT: (i) THE RECOVERY BY EITHER PARTY HERETO OF ANY DAMAGES
         SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH BY THE OTHER PARTY
         OF ANY OF ITS COVENANTS, AGREEMENTS, REPRESENTATIONS, GUARANTIES,
         WARRANTIES, DISCLAIMERS, WAIVERS OR CONTINUING OBLIGATIONS UNDER THIS
         AGREEMENT SHALL BE LIMITED TO THE ACTUAL DAMAGES SUFFERED OR INCURRED
         BY THE NON-BREACHING PARTY AS A RESULT OF SUCH BREACH; AND (ii) IN NO
         EVENT SHALL SUCH RECOVERY INCLUDE ANY INDIRECT, CONSEQUENTIAL,
         EXEMPLARY, STATUTORY OR PUNITIVE DAMAGES.

12.12    NO ADMISSIONS: Purchaser and Seller agree that neither this Agreement,
         nor any part hereof, nor any performance under this Agreement, nor any
         payment of any amount pursuant to any provision of this Agreement shall
         constitute or be construed as a finding, evidence of, or an admission
         or acknowledgment of any liability, fault, past or present wrongdoing
         or violation of any law, rule, regulation or policy, by either Seller
         or Purchaser or by their respective officers, directors, employees or
         agents.

12.13    ANNOUNCEMENTS: Subject to any applicable requirement under the Unocal
         PSA, Seller and Purchaser agree that the press announcement(s)
         identified on Exhibit "K" attached hereto will be made within twenty
         (20) days following Closing. Seller and Purchaser, including their
         respective affiliates, agree that from the date of this Agreement and
         continuing for twelve (12) months after the Closing if reserve volumes
         are estimated in a news release in conjunction with a Purchase Price
         disclosure the release must state that the reserve estimates are the
         disclosing Party's reserve estimates; provided, that either Party may
         make all disclosures which are required or prudent under applicable
         laws, including, but not limited to, rules, regulations and guidelines
         of the Securities and Exchange Commission and applicable stock
         exchanges.

12.14    BOOKS AND RECORDS: Seller shall, at or as promptly as reasonably
         possible after Closing, provide and make available to the Purchaser, at
         Purchaser's cost and expense, subject to the attorney-client privilege,
         photocopies of the Records. Notwithstanding any other provision herein
         contained, Purchaser shall retain all original documents comprising the
         Records, if any, delivered by Seller


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<PAGE>   34


         hereunder which pertain to the Assets (any documents delivered by
         Seller hereunder may be maintained on electronic, magnetic, optical, or
         any other form of storage media) for as long as Purchaser so desires
         and make the same available after the Closing for inspection and
         copying by Seller during normal business hours, upon reasonable request
         and upon reasonable notice; provided, however, that during the first
         six (6) years after Closing, such originals shall not be disposed of or
         destroyed by Purchaser without first advising Seller in writing and
         giving Seller reasonable opportunity to inspect, photocopy or obtain
         possession of such originals.

12.15    THIRD PARTY BENEFICIARIES: Except as expressly provided herein, neither
         this Agreement nor any performance hereunder by the Parties is intended
         to create, nor shall this Agreement or any such performance be
         construed to create, any rights, claims, causes of action or remedies
         in any third person under doctrines concerning third-party or intended
         beneficiaries.

12.16    EXPENSES: Except as otherwise provided herein, each Party shall be
         solely responsible for all expenses incurred by it in connection with
         the transactions contemplated by this Agreement, including, without
         limitation, fees and expenses of its own legal counsel, accountants,
         consultants or other advisers.

12.17    CONVEYANCE COSTS: Purchaser shall be solely responsible for filing and
         recording documents related to the transfer of the Assets and for all
         costs and fees associated therewith. Purchaser shall file and record
         all such documents as promptly as practicable after the Closing Date
         and shall promptly furnish Seller with evidence of all required filings
         and recording data.

12.18    SECURITIES LAWS: The solicitation of offers and the sale of the Assets
         by Seller have not been registered under any federal or state
         securities laws. Purchaser represents that at no time has it been
         presented with or solicited by or through any public promotion or any
         form of advertising in connection with this transaction. Purchaser
         represents that it intends to acquire the Assets for its own benefit
         and account and that it is not acquiring the Assets with a view to or
         with the intent of distributing fractional, undivided interests that
         would be subject to regulation by federal or state securities laws, and
         that if it sells, transfers or otherwise disposes of the Assets or
         fractional, undivided interests, it will do so in compliance with
         applicable federal and state securities laws.

12.19    DUE DILIGENCE: Purchaser represents that it has performed, or will
         perform prior to Closing, sufficient review and due diligence with
         respect to the Assets, which includes reviewing well data, title and
         other files, and performing necessary evaluations, assessments and
         other tasks involved in evaluating the Assets, to satisfy its
         requirements completely and to enable it to make an informed decision
         whether to acquire the Assets under the terms of this Agreement.

12.20    SEVERABILITY: If any term or other provision of this Agreement is
         invalid, illegal or incapable of being enforced under any applicable
         rule or law, all other conditions and provisions of this Agreement
         shall nevertheless remain in full force and effect so long as the
         economic or legal substance of the transaction contemplated hereby is
         not affected in a materially adverse manner with respect to either
         Party.


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 12.21   SURVIVAL: Except as otherwise specifically provided in this Agreement,
         all covenants, agreements, representations, guaranties, indemnities,
         warranties, disclaimers, waivers and continuing obligations, including,
         without limitation, the obligations described in Article IX, shall
         survive the execution of the Agreement, Closing, and the delivery and
         recording of any acts of sale, assignments or bills of sale, including,
         without limitation, the Record Title Assignment and the General
         Assignment, which convey title to the Assets from Seller to Purchaser.

 12.22   LISTING OF EXHIBITS AND SCHEDULES: The Exhibits and Schedules listed
         below are attached to this Agreement and by this reference are fully
         incorporated herein:

            Exhibit "A" - Assets
            Exhibit "B" - Easements
            Exhibit "C" - Assets Not Sold
            Exhibit "D" - Retained Matters and Litigation
            Exhibit "E" - Contracts
            Exhibit "F" - Back-in, Reversion
            Exhibit "G" - Union PSA and Shell PSA
            Exhibit "H" - Record Title Assignment
            Exhibit "H-1" - General Assignment
            Exhibit "H-2" - Pipeline Purchase Option Agreement
            Exhibit "I" - Operating Agreement
            Exhibit "J" - Consents
            Exhibit "K" - Press Announcements
            Exhibit "N" - Right of First Refusal Agreement
            Exhibit "O" - Joint Development Area
            Exhibit 2.4(a) - Like Kind Exchange Assignment
            Schedule 6.2(g) - Matters Concerning Basic Documents
            Schedule 6.2(h) - Compliance with Laws
            Schedule 6.2(i) - Governmental Licenses
            Schedule 6.2(j) - Lease Obligations
            Schedule 6.2(k) - Obligations Relating to Operations
            Schedule 6.2(l) - Operations Since the Effective Date
            Schedule 6.2(m) - Marketing of Production; Suspended Funds
            Schedule 6.2(n) - Taxes
            Schedule 6.2(o) - Preferential Rights and Restrictions on Assignment
            Schedule 6.2(p) - Wells
            Schedule 6.2(q) - Environmental Matters

 12.23   COUNTERPARTS: This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original, but all of
         which shall constitute one and the same instrument.

 12.24   RECORDATION: The General Assignment (the form of which is attached
         hereto as Exhibit "H-1" is intended to convey all of the Assets being
         conveyed pursuant to this Agreement. Certain of the Leasehold Property
         or other specific property comprising a portion of the Assets that are
         leased


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<PAGE>   36

         from or require the approval of any transfer by any governmental entity
         conveyed by the General Assignment may also be described in separate
         assignments made by Seller to Purchaser on officially approved forms,
         or forms acceptable to such entity, in sufficient multiple originals to
         satisfy applicable statutory and regulatory requirements. THE INTERESTS
         CONVEYED BY SUCH SEPARATE ASSIGNMENTS ARE THE SAME, AND NOT IN ADDITION
         TO, THE INTERESTS CONVEYED IN THE GENERAL ASSIGNMENT. Further, such
         assignments shall be deemed to contain the special limited warranty of
         Seller and all of the exceptions, reservations, rights to enforce
         covenants and warranties (if any) against Seller's predecessors-
         in-title, rights, titles, power and privileges set forth herein as
         fully and only to the extent as though they were set forth in each such
         separate assignment. For recording purposes, property descriptions
         attached to various counterparts of the General Assignment may contain
         a description of the Assets relating only to the jurisdiction in which
         the counterpart is to be filed for registry or recordation. For all
         purposes, each counterpart shall be deemed to be an original and all
         such counterparts shall together constitute but one and the same
         instrument and juridical act.

12.25    AREA OF MUTUAL INTEREST: Seller and Purchaser agree that in the event
         that either party directly or indirectly acquires, on or before
         December 31, 2002, an interest in any leasehold rights, royalty,
         overriding royalty, farmin, farmout, farmout option, exploration
         agreement or any other similar agreement covering all or any portion of
         lands situated within the boundaries of South Timbalier Area Blocks 25,
         27 (SE/4 and S/2 SW/4 only) 40, 41, or 42, Offshore Louisiana, Outer
         Continental Shelf, Gulf of Mexico (the "Properties"), such acquiring
         party (the "Acquiring Party") shall provide written notice thereof to
         the other party (the "Notified Party") within thirty (30) days after
         such acquisition. Said written notice shall include copies of all
         instruments of acquisition and all documentation evidencing and
         supporting the actual costs relating thereto. The Notified Party shall
         have thirty (30) days following receipt of such written notice to elect
         by written notice to the Acquiring Party to acquire an undivided fifty
         percent (50.00%) of the Acquiring Party's interest in any or all of
         such interests acquired by the Acquiring Party. In the event that the
         Notified Party elects to acquire any such interest(s), the Acquiring
         Party shall assign such interest(s) to the Notified Party, on a form
         mutually acceptable to the Notified Party and the Acquiring Party,
         within thirty (30) days following receipt of written notice of Notified
         Party's election to acquire such interests. Said assignment shall be
         made free and clear of any burdens other than those placed on the
         interests being assigned by the original granting party of such
         interest. Within fifteen (15) days after the Notified Party's receipt
         of such assignment, the Notified Party shall reimburse the Acquiring
         Party for fifty percent (50.00%) of all actual and documented costs
         directly incurred by the Acquiring Party (excluding, without
         limitation, the Acquiring Party's overhead, internal or administrative
         costs) with respect to such acquisition and shall assume an undivided
         fifty percent (50.00%) of the Acquiring Party's obligations, if any,
         attributable to such acquired interest. In the event the Acquiring
         Party's acquires an interest in the Properties as described above and
         the Notified Party elects to acquire an undivided fifty (50%) interest
         in such lease(s), and such interests are not already subject to an
         operating agreement, then the Notified Party and the Acquiring Party
         shall enter into a mutually acceptable Operating Agreement in a form
         substantially similar to that attached as Exhibit "I" hereto.


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12.26 CALLS ON PRODUCTION:

Seller has made certain representations and warranties in Section 6.2(m) of this
Agreement with respect to calls on production. Notwithstanding such
representations and warranties, and without limiting any rights of Purchaser
hereunder, Seller and Purchaser agree that in the event that a call on
production ("Call") is exercised with respect to Purchaser's proportionate share
of production after May 1, 2000, and the price basis for the exercise of such
call ("Call Price") is less than the "Market Price," Seller shall, on a
month-to-month basis within thirty (30) days after the date that payment is made
to Purchaser pursuant to the exercise of such Call, remit to Purchaser by wire
transfer to an account designated by Purchaser, an amount equal to the
difference between the Call Price and the Market Price with respect to the
volume of production for which the Call is exercised. For purposes of this
section, the "Market Price" shall be the greater of the price to be received
under the Call under the production sales contract then existing between


                     (REST OF PAGE INTENTIONALLY LEFT BLANK)


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         Purchaser and any third party purchaser or Seller and any third party
         purchaser for any production from the Assets.

12.27    PIPELINE ACCESS: Seller agrees to cause its appropriate subsidiaries
         (including, without limitation, EPL Pipeline, LLC) to grant, to
         Purchaser, its successors and assigns, from and after April 20, 2000,
         the right to ship its proportionate share of crude oil production
         attributable to the Assets on the Bay Marchand six-inch (6") pipeline
         extending from South Timbalier Block 26 "A" platform to Chevron's Bayou
         Fourchon, Louisiana Terminal in Section 24, Township 23 South, Range 22
         East (the "Pipeline"). Such right to ship shall be on an open-access
         non-discriminatory basis at the Pipeline's published tariff rate, as
         same may be amended from time to time. Such right shall terminate only
         in the event, and at such time, that Purchaser exercises its option to
         purchase an interest in the Pipeline pursuant to the Pipeline Purchase
         Option Agreement described in Section 8.1(n).

PURCHASER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS ENTIRETY, AND THAT
IT UNDERSTANDS ALL THE PROVISIONS SET FORTH HEREIN, INCLUDING, BUT NOT LIMITED
TO, THOSE PROVISIONS WHEREIN PURCHASER AGREES TO INDEMNIFY SELLER IN CERTAIN
CIRCUMSTANCES EVEN THOUGH THE LOSSES, COSTS, EXPENSES AND DAMAGES MAY HAVE BEEN
CAUSED BY THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OF THE SELLER, ITS
EMPLOYEES OR ANY THIRD PERSON AND EVEN THOUGH THE SELLER MAY BE RESPONSIBLE FOR
SUCH LOSSES, COSTS, EXPENSES AND DAMAGES UNDER ANY THEORY OF LAW, INCLUDING, BUT
NOT LIMITED TO, STRICT LIABILITY.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first set forth above.


                                        SELLER:

                                        ENERGY PARTNERS, LTD.

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



                                        PURCHASER:

                                        VASTAR RESOURCES, INC.

                                        By:
                                            -------------------
                                            Shawn E. Conner
                                            Attorney-in-Fact


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