PURCHASE AND SALE AGREEMENT


                                     between


                                 TAVENER E&P LTD


                                       and


                           WESTECH ENERGY CORPORATION



<PAGE>
                                TABLE OF CONTENTS


                                                                         Page

ARTICLE  I    -  Purchase  and  Sale. . . . . . . . . . . . . . . . . .    1

ARTICLE  II   -  Purchase  Price. . . . . . . . . . . . . . . . . . . .    2

ARTICLE  III  -  Representations  and  Warranties . . . . . . . . . . .    4

ARTICLE  IV   -  Covenants. . . . . . . . . . . . . . . . . . . . . . .   11

ARTICLE  V    -  Title  Matters . . . . . . . . . . . . . . . . . . . .   13

ARTICLE  VI   -  Escrow Regarding Consents and Preferential Rights. . .   16

ARTICLE  VII  -  Conditions  to  Closing. . . . . . . . . . . . . . . .   17

ARTICLE  VIII -  Closing. . . . . . . . . . . . . . . . . . . . . . . .   18

ARTICLE  IX   -  Obligations  After  Closing. . . . . . . . . . . . . .   20

ARTICLE  X    -  Termination  of  Agreement . . . . . . . . . . . . . .   26

ARTICLE  XI   -  Physical Condition of the Properties . . . . . . . . .   26

ARTICLE  XII  -  Seismic  . . . . . . . . . . . . . . . . . . . . . . .   28

ARTICLE  XIII -  Two  Rivers  Area  Farmout  Agreement. . . . . . . . .   29

ARTICLE  XIV  -  Exploration/Participation  Agreement . . . . . . . . .   30

ARTICLE  XV   -  General. . . . . . . . . . . . . . . . . . . . . . . .   30

SCHEDULE  OF  EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . .   34


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<PAGE>


                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

     This  Purchase  and  Sale  Agreement (the "Agreement") dated as of June __,
2001,  is  executed  between  Tavener  E&P  Ltd  ("Seller"),  a  Texas  limited
partnership, whose address is 12777 Jones Road, Suite 335, Houston, Texas 77070,
and  Westech Energy Corporation ("Buyer"), a Colorado corporation, whose address
is  4643  South  Ulster  Street,  Suite  1190,  Denver,  Colorado  80237.

     In consideration of the mutual promises contained herein and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Seller  and  Buyer  agree  as  follows:

                                    ARTICLE I

                                PURCHASE AND SALE
                                -----------------


     1.01  -  PURCHASE  AND  SALE.  Subject  to the terms and conditions of this
     ----------------------------
Agreement,  Seller  agrees  to  sell  and  convey  to  Buyer and Buyer agrees to
purchase  and pay Seller for all of Seller's right, title and interest in and to
the  following  described  assets  (hereinafter  collectively referred to as the
"Properties"):

     (a)     The  oil and gas leases (the "Leases") and the lands covered by the
Leases  (the "Lands") described in Exhibit 1.01(a) hereto, together with (i) the
rights, privileges, benefits, and powers conferred upon the holder of the Leases
with  respect  to the use and occupation of the surface of the Lands that may be
necessary,  convenient,  or  incidental  to  the possession and enjoyment of the
Leases, (ii) the rights, options, titles and interests of Seller granting Seller
the  right to obtain, or otherwise earn interests within the Lands no matter how
earned,  and  (iii) the tenements, hereditaments, and appurtenances belonging to
any  of  the  foregoing;

     (b)     To  the  extent  transferable,  the  permits, licenses, servitudes,
rights-of-way,  division  orders,  agreements,  including  the  contracts  and
agreements  with  third  parties relating to the Properties as listed on Exhibit
3.01(f),  subject,  however, to the limitation described in Section 1.02. below,
options,  leases  of  equipment  or  facilities,  and  other  rights  that  are
appurtenant  to  the  Properties  or  used  in  connection with the ownership or
operation of the Properties or with the production, treatment, sale, or disposal
of  water,  hydrocarbons  and  associated  substances  therefrom  or  thereon;

     (c)     The  real, personal and mixed property used in the operation of the
Properties  including,  but  not  limited  to  (i) the wells ("Wells")  that are
specifically  described on Exhibit 1.01(c) and  (ii) equipment and fixtures that
are  specifically  described  in  the  inventory  set  out  on  Exhibit 1.01(c);

     (d)     The  proprietary  3-D  seismic  data  (the "Bella Vista 3-D Seismic
Data")  as  more  particularly  described  on  Exhibit  1.01(d) attached hereto;


<PAGE>
     (e)     Copies  of  the Seller's Two Rivers technical data (time and depth)
in  a  format  compatible with an SMT(R) workstation on an "as is" basis that is
specifically  described  in  the  inventory  set out on Exhibit 1.01(e) attached
hereto,  copies of files, records, reports and maps in the possession or control
of  Seller  that  relate to the items described in sub-paragraphs (a), (b), (c),
and  (d) of Section 1.01 above, including, without limitation, and except as may
be  prohibited  by  confidentiality  agreements or contracts with third parties,
technical  data  directly  related to the Properties, drilling records, logs and
scout  tickets  (the "Records") as set forth on Exhibit 1.01(e) attached hereto.

     1.02  -  EXCLUDED  ASSETS.  The assets listed in Exhibit 1.02 are expressly
     -------------------------
excluded  from  this Agreement, are not conveyed from Seller to Buyer, shall not
be  made  available  for review or copying by Buyer, and are not included within
the  definition  of  Properties.  Notwithstanding  anything contained in Section
1.01(b)  to  the  contrary,  it  is  understood and agreed that Seller expressly
reserves  and retains all contracts and agreements set forth on Exhibit 3.01(f),
insofar  and  only  insofar as such contracts and agreements affect the excluded
assets  listed  on  Exhibit  1.02.

     1.03  -  EFFECTIVE  TIME.  The purchase and sale of the properties shall be
     ------------------------
effective  as  of  9:00  a.m.  on May 1, 2001, local time at the location of the
Properties  (herein  called  the  "Effective  Time").

     1.04  -NOTICE  OF  SALE  AND  EXCLUDED  ASSETS.   Seller and/or Cypress E&P
            ---------------------------------------
Corporation  shall  provide to Buyer written notice of its intent to sell any of
the  Excluded  Assets.  Buyer  shall  have  an  exclusive  period of twenty (20)
business  days  from  receipt  of  such  notice  in  which to submit an offer to
purchase  such  Excluded  Assets.

                                   ARTICLE II

                                 PURCHASE PRICE
                                 --------------

     2.01  -  PURCHASE PRICE.  The purchase price payable by Buyer to Seller for
     -----------------------
the  Properties  shall  be  Eighteen  Million  One Hundred Twenty-Seven Thousand
Dollars (U.S. $18,127,000.00) cash in immediately available funds (the "Purchase
Price").

     2.02  - ADJUSTMENTS TO PURCHASE PRICE.  The Purchase Price shall be subject
     -------------------------------------
to  adjustment  as  follows:

     (a)  The  Purchase  Price  shall  be  adjusted  upward  as  follows:

          (i)  The  value  of  all merchantable, allowable oil in storage at the
               Effective  Time, above the pipeline connection, which is sold and
               which is credited to the Properties and paid to Buyer, such value
               to  be the actual price received less taxes and deductions by the
               purchaser  and  oil and/or condensate that were produced prior to
               the  Effective Time and have been delivered to the purchaser, but


                                        2
<PAGE>
               for  which  no  revenues  have  been  received  and  gas that was
               produced  prior  to  the Effective Time and has been delivered to
               the  purchaser,  but  for  which  no revenues have been received;

          (ii) The  amount  of  all  verifiable  expenditures  and  expenses  as
               provided  under agreements included in the Properties and, in the
               absence of such agreements, such expenses of the sort customarily
               billed  thereunder,  paid by Seller or any affiliate of Seller in
               connection  with  the  operation  of the Properties in accordance
               with this Agreement for work actually performed subsequent to the
               Effective  Time;  and

         (iii) An  amount  equal  to  all prepaid expenses attributable to the
               Properties  that  are  paid  by Seller or any affiliate of Seller
               prior  to  the  Closing  Date  (defined  below) that inure to the
               benefit  of  Buyer  and  that  are,  in accordance with generally
               accepted  accounting principles, attributable to the period after
               the  Effective  Time,  including  without  limitation, insurance,
               prepaid  ad  valorem, property, production, severance and similar
               taxes  (but not including income taxes) based upon or measured by
               the  ownership  of  property or the production of hydrocarbons or
               the  receipt  of  proceeds  therefrom.


     (b)  The  Purchase  Price  shall  be  adjusted  downward  to  account  for:

          (i)  Proceeds  received  by Seller from the sale of oil, gas, or other
               hydrocarbons  attributable  to  the  Properties  and  which  are
               produced  after  the  Effective  Time;


          (ii) An  amount  equal  to  Seller's  share  of all unpaid ad valorem,
               property,  severance  and  similar taxes and assessments (but not
               including  income  taxes) based upon or measured by the ownership
               of  property  or the production of hydrocarbons or the receipt of
               proceeds  therefrom  accruing  to  the  Properties  prior  to the
               Effective  Time;

         (iii) The amount of all verifiable expenditures  paid by Buyer for work
               actually  done  and  performed  in connection with the Properties
               between  the  Effective  Time  and  the  Closing  Date;

          (iv) Any  reductions  for  Title Defects as provided in Article V; and

          (v)  The  amount  of  the  Earnest  Deposit  paid  by  Buyer to Seller
               pursuant  to  Section  2.03  hereof.


     2.03  -  EARNEST DEPOSIT.  Upon execution hereof, Buyer shall pay to Seller
     ------------------------


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<PAGE>
the  sum of One Million Eight Hundred Thousand Dollars (U.S. $1,800,000.00) (the
Earnest  Deposit).  At  Closing,  the Earnest Deposit shall be applied to reduce
the Purchase Price.  In the event this Agreement is terminated prior to Closing,
the  Earnest  Deposit  shall  be  paid  as  provided  in  Section  10.02  below.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------


     3.01  -  REPRESENTATIONS  AND  WARRANTIES OF SELLER.  Seller represents and
     ---------------------------------------------------
warrants  to  Buyer  as  follows:

     (a)     Seller  is  a  Texas  limited  partnership  duly organized, validly
existing  and  in  good standing under the laws of its jurisdiction of formation
and  has  all  requisite power and authority to own and lease the Properties and
assets  it  currently  owns  and  leases  and  to  carry on its business as such
business  is  currently  conducted.

     (b)     Seller has all requisite power and authority to execute and deliver
this  Agreement,  to  consummate  the  transactions  contemplated  hereby and to
perform all the terms and conditions hereof to be performed by it. The execution
and  delivery  of this Agreement by Seller, the performance by Seller of all the
terms  and  conditions  hereof to be performed by it and the consummation of the
transactions  contemplated  hereby  have  been,  or will be, duly authorized and
approved by the General Partner of the Texas limited partnership. This Agreement
has  been  duly  executed  and delivered by Seller and constitutes the valid and
binding  obligation  of  Seller,  enforceable  against it in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency or
other  laws  relating  to  or  affecting  the  enforcement  of creditors' rights
generally  and  general  principles  of  equity  (regardless  of  whether  such
enforceability  is  considered  in  a  proceeding  in  equity  or  at  law).

     (c)     This agreement and the execution and delivery hereof by Seller does
not, and the fulfillment and compliance with the terms and conditions hereof and
the  consummation  of  the  transactions  contemplated  hereby  will  not:

          (i)  Conflict with, or require the consent of any person under, any of
               the  terms,  conditions  or  provisions  of  the  articles  or
               certificate of limited partnership, as applicable, or partnership
               agreement  of  Seller;

          (ii) Violate  any  provision  of the Internal Revenue Code of 1986, as
               amended  (the "Code"), require any filing, consent, authorization
               or approval under, any legal requirement applicable to or binding
               upon  Seller;

         (iii) Conflict with, result in a breach of,  constitute  a defect under
               (without regard to requirements of notice or the lapse of time or
               both),  accelerate  or permit the acceleration of the performance
               required  by,  or  require any consent, authorization or approval
               under,  (a)  any  mortgage,  indenture, loan, credit agreement or
               other  agreement  or  instrument  evidencing  indebtedness  for


                                        4
<PAGE>
               borrowed  money  to which Seller is a party or by which Seller is
               bound or to which any of the Properties owned by it is subject or
               (b) any lease, license, contract or other agreement or instrument
               to  which  Seller  is a party or by which it is bound or to which
               any  of  the  Properties  owned  by  it  is  subject;  or

          (iv) Result in the creation or imposition of any lien, charge or other
               encumbrance  upon  the  Properties.


     (d)     Seller  is  not in default under, and no condition exists that with
notice  or  lapse  of  time  or  both  would constitute a default under, (i) any
mortgage,  indenture,  loan,  credit  agreement or other agreement or instrument
evidencing  indebtedness  for  borrowed  money  to which Seller is a party or by
which  Seller  is  bound  or  to which any of the Properties are subject, or any
other  agreement,  contract,  lease, license or other instrument (ii) any order,
judgment or decree of any court, commission, board, agency or other governmental
body  to which Seller is bound or to which any of the Properties are subject, or
(iii)  any  law,  statue,  ordinance,  decree,  order, rule or regulation of any
governmental  authority  to  which  Seller  is  bound  or  to  which  any of the
Properties  are  subject.

     (e)     Except  as  provided  for  or disclosed in Exhibit 3.01(e) attached
hereto  and  made  a part hereof, since May 1, 2001, there has not been and will
not  be:

          (i)  Any  material adverse change in the business, financial condition
               or  results  of  operations of Seller or Cypress E&P Corporation,
               which  change  was not the result of an industry-wide development
               affecting  other  companies  in  the  oil  and  gas  industries;

          (ii) Any  sale,  lease  or  other  disposition  of Properties or other
               assets,  except  for  the  sale  of the Properties by Cypress E&P
               Corporation  to  Seller  and  as  permitted  by the terms of this
               Agreement  (except  for normal expiries of Leases under the terms
               of  the  Leases);

         (iii) Any mortgage, pledge or grant of a lien or security interest in
               any  of  the  Properties,  other  than  in the ordinary course of
               business  (except  for Permitted Encumbrances (defined below) and
               except  for  any  such  encumbrance  that  will be released at or
               before  the  Closing  provided however that any liens or security
               interests  granted  in  the  ordinary course of business shall be
               immediately  disclosed  to  Buyer);  or

          (iv) Any  contract  or  commitment  to  do  any  of  the  foregoing.


                                        5
<PAGE>
     (f)       Subject  to the  limitations  described  in  Section 1.02. above,
Exhibit  3.01(f)  sets forth a list of the contracts, agreements and commitments
to  which Seller is a party with respect to the Properties or to which Seller or
the  Properties  are  subject.  Said  contracts include, without limitation, the
following:

          (i)  Any  contract,  commitment  or  agreement that involves aggregate
               expenditures  by  Seller  of  more  than  $50,000.00  per  year;

          (ii) Any  indenture,  trust  agreement,  loan  agreement or note under
               which  Seller  has  outstanding  indebtedness,  obligations  or
               liabilities  for  borrowed  money;


         (iii) Any  lease  or  similar arrangement for the use or occupancy of
               real  property  (other  than  the Leases) that involves aggregate
               expenditures by Seller of more than $50,000.00 per year, together
               with  a list of the location of such leased property, the date of
               termination  of  such  arrangements;

          (iv) Any  guaranty,  direct or indirect, by any affiliate of Seller of
               any  contract,  lease  or  agreement  entered into by the Seller;

          (v)  Any  agreement  of surety, guarantee or indemnification by Seller
               outside  of  the  ordinary  course  of  business;

          (vi) All  gas  and  condensate  sales contracts and agreements for the
               transportation  for  the  gas  affecting  the  Properties;  and

         (vii) To  the  best  of  Seller's  knowledge, all agreements in which
               Cypress  E&P  Corporation and/or Seller is a granting party, that
               grant  overriding  royalty  interests,  options  or participation
               rights  of  any  nature  in  the  Properties.


     (g)     To  the  knowledge  of Seller, all material valid laws, regulations
and  orders  of  all
governmental  agencies  having  jurisdiction  over  the Properties have been and
shall  continue  to  be  complied  with  until  the  Closing.

     (h)     Seller has incurred no liability for brokers' or finders' fees
relating to the transaction contemplated by this Agreement for which Buyer shall
have  any  responsibility.

     (i)    Seller is not a "foreign  person" within the meaning of the Internal
Revenue  Code  of 1986,  as  amended,  (the  "Code"),  Section  1445  and  7701.

     (j)     Except  as  set  out  on  Exhibit  3.01(j),  there  is  no  pending
litigation  with  respect  to  the  Properties.


                                        6
<PAGE>
     (k)     Except  as set forth in Exhibit 3.01(k), there are no (a) approvals
and  consents  required  to  be obtained for the assignment of the Properties to
Buyer  other  than  approvals  and consents of governmental authorities that are
customarily obtained after Closing, and/or (b) preferential purchase rights that
affect  the  Properties. Seller shall secure all approvals, consents and waivers
of  preferential  rights  to  purchase required to be obtained by Seller for the
sale  of  the  Properties  as  provided  in  Article  VI  below.

     (l)     To the best of its knowledge, Seller owns the Properties free and
clear of all liens, claims and encumbrances (except as disclosed in the exhibits
hereto  and  the  Permitted  Encumbrances)  arising by, through or under Seller.

     (m)     The  term  "Environmental  Laws"  shall  mean  any  and all laws,
statutes,  ordinances,  rules,  regulations,  orders  or  determinations  of any
Governmental  Authority  (as hereinafter defined) pertaining to the environment,
including  without  limitation, the Clean Air Act, as amended, the Comprehensive
Environmental  Response,  Compensation,  and  Liability  Act of 1980, as amended
("CERCLA"),  the  Federal  Water  Pollution  Control  Act,  as  amended,  the
Occupational  Safety  and  Health  Act  of  1970,  as  amended,  the  Resource
Conservation  and  Recovery  Act of 1976, as amended ("RCRA"), the Safe Drinking
Water  Act,  as  amended,  the  Toxic  Substances  Control  Act, as amended, the
Hazardous  &  Solid  Waste  Amendments  Act  of  1984, as amended, the Superfund
Amendments  and Reauthorization Act of 1986, as amended, the Hazardous Materials
Transportation  Act,  as  amended,  and all other environmental, conservation or
protection  laws  as  may be in effect or applicable to the Properties as of the
Effective  Time.  The  term "Governmental Authority" includes the United States,
the  State  of  Texas,  county,  city  and  political  subdivisions in which the
Properties  are located or which exercises jurisdiction over the Properties, and
any  agency,  department, commission, board, bureau or instrumentality or any of
them  which  exercises  jurisdiction over the Properties. Except as set forth in
Exhibit  3.01(m),  Seller  is not aware of, and has not received notice from any
person  or  entity  asserting  or  alleging  (i)  any  non-compliance  with  the
Environmental  Laws  relating  to the operation and ownership of the Properties;
(ii)  any  liability  in connection with the release, spill, discharge, storage,
disposal  or  presence of any pollutants, contaminations, chemicals, industrial,
toxic or hazardous substances or wastes, petroleum, petroleum products or wastes
and  natural  gas  by-products,  liquids  or  wastes  (collectively,  "Hazardous
Materials"),  including  but  not  limited  to  liability  under  the  Federal
Comprehensive  Environmental Response, Compensation and Liability Act or similar
state  "Superfund"  laws,  relating  in  any way to the Properties; or (iii) the
release,  discharge or presence of any Hazardous Materials at, on, under or from
any of the Properties requiring cleanup or other remedial action pursuant to the
Environmental  Laws.

      (n)      To  Seller's knowledge, all production reports provided by Seller
to  Buyer  relating  to  the  Properties  are  true and accurate in all material
respects.

      (o)      No  party, other than Buyer under its March 1, 2000 license, Penn
Virginia  Energy  Co.  and  Adams  Resources  Exploration  Corporation  under
substantially similar license agreements and Sonat Exploration Company under the
Amendment and Restatement of the Two Rivers Participation Agreement effective as
of  April  1,  1999,  and  certain  lessors  who  are subject to confidentiality


                                        7
<PAGE>
requirements,  has any rights, licenses or claims to all or any part of Seller's
proprietary  3-D  seismic  data  covering  that portion of the Tavener area (the
"Tavener  3-D  Seismic Data") as shown on Exhibit 3.01(o). The only restrictions
on  Seller's  confidentiality  or  Seller's  transferability  of  the Tavener 3D
Seismic  Data  are  those  listed  on  Exhibit  3.01(o).

     (p)       No  party,  other  than co-owners Penn Virginia Energy Co., Adams
Resources  Exploration Corporation and partial co-owner Harrison Interests, Ltd.
and  certain  lessors  who  are subject to confidentiality requirements, has any
rights,  licenses  or  claims  to all or any part of the Bella Vista 3-D Seismic
Data.  The  only  restrictions  on  Seller's  confidentiality  or  Seller's
transferability  of the Bella Vista 3-D Seismic Data are those listed on Exhibit
3.01(p).




     3.02  -SCOPE  OF  SELLER'S  REPRESENTATIONS.
     -------------------------------------------

     (a)     It  is expressly understood and agreed that the representations and
warranties made by Seller hereunder extend to and include all acts or agreements
related  to  or  arising out of the ownership and operation of the Properties by
Seller's  predecessor  in  title, Cypress E&P Corporation, and all knowledge and
acts  of  Cypress  E&P  Corporation  pertaining  to  the  Properties  shall  be
attributable  to  Seller  and  shall  be  deemed  to  be  the  acts  of  Seller.

     (b)     The  express  representations and warranties of Seller contained in
this  Agreement  are  exclusive and are in lieu of all other representations and
warranties,  express, implied or statutory.  BUYER ACKNOWLEDGES THAT, EXCEPT FOR
SELLER'S  EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN (INCLUDING THE
WARRANTY  OF TITLE CONTAINED IN THE ASSIGNMENT FROM SELLER TO BUYER), SELLER HAS
NOT  MADE  AND  SELLER  HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY
EXPRESSLY  WAIVES  ANY  REPRESENTATION  OR WARRANTY, EXPRESS, IMPLIED, AT COMMON
LAW,  BY STATUTE OR OTHERWISE RELATING TO (A) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE,  (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES
OF  MATERIALS,  AND (D) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE
LAW.   IT IS THE EXPRESS INTENTION OF BOTH BUYER AND SELLER THAT THE PROPERTIES,
INCLUDING,  WITHOUT LIMITATION, PERSONAL PROPERTY, EQUIPMENT, FIXTURES DESCRIBED
IN  1.01(c), (i) THE 3-D SEISMIC DATA DESCRIBED IN 1.01(d), (ii) THE TAVENER 3-D
SEISMIC  DATA,  AND  (iii)  THE  MUSTANG  3-D  SEISMIC  DATA  (DEFINED  BELOW),
INTERPRETIVE DATA AND RECORDS DESCRIBED IN 1.01(e), ARE HEREBY CONVEYED TO BUYER
IN THEIR PRESENT CONDITION AND STATE OF REPAIR, "AS IS", "WHERE IS" AND WITH ALL
FAULTS.  WITH  RESPECT  TO  SUCH MATTERS, SELLER EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES  OF  ANY  KIND  WHATSOEVER  AND  BUYER  HEREBY  EXPRESSLY  WAIVES ANY
REPRESENTATION  OR  WARRANTY,  EXPRESS,  IMPLIED,  AT  COMMON LAW, BY STATUTE OR
OTHERWISE  RELATING  TO SUCH MATTERS. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO


                                        8
<PAGE>
REPRESENTATIONS OR WARRANTIES AS TO THE CORRECTNESS, ACCURACY OR COMPLETENESS AS
TO  (i)  THE 3-D SEISMIC DATA DESCRIBED IN 1.01(d), (ii) THE TAVENER 3-D SEISMIC
DATA,  AND (iii) THE MUSTANG 3-D SEISMIC DATA, INTERPRETIVE DATA AND THE RECORDS
DESCRIBED  IN  1.01(e).  BUYER AGREES THAT BUYER'S USE OF OR RELIANCE ON (i) THE
3-D  SEISMIC  DATA  DESCRIBED IN 1.01(d), (ii) THE TAVENER 3-D SEISMIC DATA, AND
(iii)  THE MUSTANG 3-D SEISMIC DATA, INTERPRETIVE DATA AND THE RECORDS DESCRIBED
IN  1.01(e)  IS STRICTLY AT THE SOLE RISK AND EXPENSE OF BUYER. BUYER STIPULATES
AND  AGREES THAT SELLER SHALL HAVE NO LIABILITY OR OBLIGATION TO BUYER RESULTING
FROM  BUYER'S  USE  OF  OR  RELIANCE  ON  (i)  THE 3-D SEISMIC DATA DESCRIBED IN
1.01(d),  (ii)  THE  TAVENER 3-D SEISMIC DATA, AND (iii) THE MUSTANG 3-D SEISMIC
DATA, INTERPRETIVE DATA AND THE RECORDS DESCRIBED IN 1.01(e). BUYER ACKNOWLEDGES
THAT  BUYER  HAS  HAD  THE  OPPORTUNITY  TO  INSPECT  AND REVIEW THE PROPERTIES,
INCLUDING,  WITHOUT  LIMITATION,  (i) THE 3-D SEISMIC DATA DESCRIBED IN 1.01(d),
(ii)  THE  TAVENER  3-D  SEISMIC  DATA,  AND (iii) THE MUSTANG 3-D SEISMIC DATA,
INTERPRETIVE  DATA AND THE RECORDS DESCRIBED IN 1.01(e). BUYER IS RELYING SOLELY
UPON  ITS  OWN  INVESTIGATION  AND REVIEW OF THE PROPERTIES AND AT CLOSING BUYER
WILL HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.
SELLER  AND  BUYER  AGREE THAT THIS PROVISION HAS BEEN NEGOTIATED AT ARMS LENGTH
AND  THAT  THE  PURCHASE PRICE REFLECTS THE INCLUSION OF THIS PROVISION.  SELLER
AND  BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE,
THE  DISCLAIMERS  OF  CERTAIN  WARRANTIES  CONTAINED  IN  THIS  SECTION  ARE
"CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

     3.03  -  REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.  Buyer represents and
     ----------------------------------------------------
warrants  to  the  Seller  that:

     (a)     Buyer is a corporation duly organized, validly existing and in good
standing  under  the  laws  of  its  jurisdiction  of  incorporation.

     (b)     Buyer  has  all  requisite corporate power and authority to execute
and  deliver  this Agreement, to consummate the transactions contemplated hereby
and  to  perform all the terms and conditions hereof to be performed by it.  The
execution  and  delivery of this Agreement by Buyer, the performance by Buyer of
all  the  terms and conditions hereof to be performed by it and the consummation
of  the  transactions contemplated hereby have been duly authorized and approved
by  the  Board of Directors of Buyer.  This Agreement has been duly executed and
delivered  by  Buyer  and constitutes the valid and binding obligation of Buyer,
enforceable  against  it  in  accordance  with  its  terms,  except  as  such
enforceability  may  be limited by bankruptcy, insolvency or other laws relating


                                        9
<PAGE>
to  or  affecting  the  enforcement  of  creditors' rights generally and general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or  at  law).

     (c)     This  Agreement and the execution and delivery hereof by Buyer does
not, and the fulfillment and compliance with the terms and conditions hereof and
the  consummation of the transactions contemplated hereby will not conflict with
or  require  the  consent  of  any  person under any of the terms, conditions or
provisions  of  the  certificate  of  incorporation  or  bylaws  of  Buyer.

     (d)     There  is no action, suit, proceeding or governmental investigation
or  inquiry  pending,  or to the knowledge of Buyer, threatened against Buyer or
its  subsidiaries  or  any of its properties that might delay, prevent or hinder
the  consummation  of  the  transactions  contemplated  hereby.

     (e)     This  agreement and the execution and delivery hereof by Buyer does
not, and the fulfillment and compliance with the terms and conditions hereof and
the  consummation  of  the  transactions  contemplated  hereby  will  not:

          (i)  Conflict with, or require the consent of any person under, any of
               the  terms,  conditions  or  provisions  of  the  articles  or
               certificate  of incorporation, as applicable, or bylaws of Buyer;


          (ii) Violate  any  provision  of the Internal Revenue Code of 1986, as
               amended  (the "Code"), require any filing, consent, authorization
               or approval under, any legal requirement applicable to or binding
               upon  Buyer;

         (iii) Conflict with, result in a breach of, constitute a defect under
               (without regard to requirements of notice or the lapse of time or
               both),  accelerate  or permit the acceleration of the performance
               required  by,  or  require any consent, authorization or approval
               under,  (a)  any  mortgage,  indenture, loan, credit agreement or
               other  agreement  or  instrument  evidencing  indebtedness  for
               borrowed  money  to  which  Buyer is a party or by which Buyer is
               bound or to which any of the Properties owned by it is subject or
               (b) any lease, license, contract or other agreement or instrument
               to which Buyer is a party or by which it is bound or to which any
               of  the  Properties  owned  by  it  is  subject;  or

          (iv) Result in the creation or imposition of any lien, charge or other
               encumbrance  upon  the  Properties.


     (f)     Buyer has or will have prior to the Closing Date sufficient cash or
other sources of immediately available funds to enable Buyer to pay the Purchase
Price  at  Closing.

     (g)           Buyer  acknowledges that Seller has advised Buyer that, as of
the  time of Closing, Seller shall cease to provide liability insurance and well


                                       10
<PAGE>
control  insurance  covering  the Properties. Buyer acknowledges that Seller has
recommended  that  Buyer have such insurance coverage in place as of the time of
Closing.

                                   ARTICLE IV
                                   ----------

                                    COVENANTS
                                    ---------


     4.01  -  COVENANTS  OF  SELLER.  Seller  agrees  with  Buyer  that:
     ------------------------------

     (a)     Prior  to  Closing,  Seller  will  make  available  to  Buyer  for
examination  during normal office hours at Seller's offices information relating
to  the  Properties  insofar  as  the  same  are  then currently existing and in
Seller's  possession.  Such information, to the extent currently existing and in
Seller's  possession,  shall  include  without  limitation:

          (i)  Title opinions and title reports pertaining to the Leases and /or
               Wells;


          (ii) Copies  of the Leases and agreements pertaining to the Properties
               including  without  limitation  the  agreements listed on Exhibit
               3.01(f);

         (iii) Records relating to the payment of rentals, royalties and other
               payments  due  or  made  under  the  Leases;

          (iv) Records  relating  to  the  payment  of  ad  valorem,  property,
               production,  severance,  excise and similar taxes and assessments
               based  on  or  measured  by  the  ownership  of  property  or the
               production  of  hydrocarbons or the receipt of proceeds therefrom
               on  the  Properties;

          (v)  Maps  relating  to  the  Properties;

          (vi) Production  and  operational  records relating to the Properties,
               including  filings  made  with  regulatory  agencies;  and

         (vii) Records  and  information  relating to the Properties, save and
               except  financial,  tax  and  corporate  matters.


     (b)     Prior to Closing, Seller shall permit Buyer, at Buyer's expense, to
inspect and photocopy all Records at any reasonable time but only to the extent,
in  each  case,  that  Seller  may  do  so  without  violating any obligation of
confidence  or  contractual  commitment  to  a  third  party.

     (c)      At  reasonable  time(s) prior to Closing and after adequate notice
to  Buyer,  Seller  shall  allow  Buyer  or  Buyer's  authorized representatives
physical  access  to  the  Properties  for the purpose of inspecting same. Buyer
shall  have  the  right to inspect the Properties and Buyer shall have the right
but  not  the  obligation  to  conduct an environmental audit of the Properties.


                                       11
<PAGE>
Buyer agrees to comply fully with the rules, regulations and instructions issued
by  Seller  regarding  the  actions of Buyer while upon, entering or leaving the
Properties. Buyer's access to the Properties shall be at Buyer's sole risk, cost
and expense, and Buyer assumes all responsibility for any and all risk of damage
or  injury  that  may occur to the Properties or Seller as the result of Buyer's
access  to  the  Properties.  BUYER  SHALL  INDEMNIFY,  DEFEND, SAVE, DISCHARGE,
RELEASE  AND HOLD HARMLESS SELLER FROM, AND PAY OR REIMBURSE SELLER ON A CURRENT
BASIS  FOR,  ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, LIABILITIES, LIENS OR
ENCUMBRANCES  FOR LABOR OR MATERIALS, CLAIMS AND CAUSES OF ACTION ARISING OUT OF
OR  IN ANY WAY CONNECTED WITH OR RELATED TO BUYER'S EXERCISE OF ITS RIGHTS UNDER
THIS  SECTION.  BUYER'S  INDEMNIFICATION OF SELLER SHALL INCLUDE INDEMNIFICATION
AGAINST  CLAIMS,  WHETHER  LATENT  OR PATENT, WHETHER THE CLAIMS ARE FOR INJURY,
DEATH  OR  DAMAGE  THAT  ARE  CAUSED  BY  BUYER (OR BUYER'S AGENTS, EMPLOYEES OR
CONTRACTORS)  OR  WHETHER  THE CLAIMS ARISE OUT OF SELLER'S NEGLIGENCE OR STRICT
LIABILITY  BUT  EXCLUDING CLAIMS ARISING SOLELY OUT OF SELLER'S GROSS NEGLIGENCE
OR  WILLFUL  MISCONDUCT.


     (d)     After  the Effective Time and prior to Closing, Seller has and will
continue  to  cause  the Properties to be produced, operated and maintained in a
good  and  workmanlike  manner  consistent  with  prior practices, will maintain
insurance  now  in force with respect to the Properties, will pay or cause to be
paid  all  costs  and  expenses in connection therewith, will keep the Leases in
full  force  and  effect  and will perform and comply with all the covenants and
conditions  contained  in  the  Leases  and  all  agreements  relating  to  the
Properties.  After  the  Effective  Time and prior to Closing, without the prior
consent  of  Buyer,  Seller  shall  not  incur  or  commit  to incur any capital
expenditure  relating to the Properties in excess of $50,000.00. Notwithstanding
the  foregoing,  Seller  shall  have  the right, in the case of an emergency, to
spend  an unlimited amount of capital relating to the Properties pursuant to the
applicable operating agreements.  In addition, Seller shall conduct no reworking
operations  relating to any existing well without Buyer's prior written consent.

     (e)     After the Effective Time and prior to Closing, Seller shall not (i)
enter  into  any new agreements or commitments with respect to the Properties or
(ii)  terminate  or  settle  any  dispute  arising  out of any of the agreements
relating to the Properties.  Notwithstanding the foregoing, it is understood and
agreed  that Seller will attempt to obtain amendments to the Leases set forth on
Exhibit 4.01(e) for purposes of modifying the pooling provisions in said Leases.

     (f)     Seller  shall  promptly  request  from  third  parties any required
consents  and/or  waivers  of  preferential  rights  as  provided in Article VI.

     (g)     Prior  to  Closing,  Seller  shall  permit  Buyer's  authorized
representatives  to  consult  with  Seller  and  its employees and agents during
reasonable  business  hours  and  to  conduct, at Buyer's sole risk and expense,
on-site  inspections,  tests  and  inventories of the Properties and inspect all
well  logs  and  geological  information  relating  to  the  Properties.


                                       12
<PAGE>
     (h)     Prior  to  Closing,  Seller will use its best efforts to obtain the
satisfaction  of  the  conditions  to  Closing set forth in Section 7.01 hereof.

     (i)     For a period of One Hundred Eighty (180) days after Closing, Seller
shall  cooperate  with  Buyer in the notification of all applicable governmental
regulatory authorities of the transaction contemplated hereby and cooperate with
Buyer in obtaining the issuance of each such authority of such permits, licenses
and  authorizations  as  may  be  necessary  for Buyer to own an interest in and
operate  the  Properties.

     4.02  -  COVENANTS  OF  BUYER.  Buyer  agrees  with  Seller  that:
     -----------------------------

     (a)     Buyer  acknowledges that, prior to the execution of this Agreement,
Seller furnished to Buyer copies of certain documents, materials and data in the
course  of  Buyer's  due  diligence  examination  of  the Properties. Disclaimer
language bearing the name "Cypress E&P Ltd" was affixed to such copies. Prior to
the execution of this Agreement, Seller elected to convey the Properties through
"Tavener  E&P  Ltd", not "Cypress E&P Ltd", as the selling entity. Consequently,
Cypress  E&P  Ltd,  the  name  in the disclaimer language that is affixed to the
copies  described  above,  is  not  the  correct name of Seller. Buyer agrees to
accept  the copies of documents, materials and data that were furnished to Buyer
to  which  the  disclaimer  language  was  affixed  as  if said disclaimers read
"Tavener  E&P  Ltd"  instead  of  "Cypress  E&P  Ltd".

     (b)     Buyer  will  use its best efforts to obtain the satisfaction of the
conditions  to  Closing  set  forth  in  Section  7.02  hereof.

                                    ARTICLE V

                                  TITLE MATTERS
                                  -------------

     5.01  -  PERMITTED  ENCUMBRANCES. The term "Permitted Encumbrances" as used
     --------------------------------
herein  shall  mean:

          (a)  The  lessors'  royalties, overriding royalties and other burdens,
               reversionary interests and similar burdens filed of record in the
               appropriate  county  records  as of the Closing Date to which the
               Properties  are  subject;

          (b)  Preferential  rights  to  purchase  and  required  third  party
               approvals and consents to assignments and similar agreements with
               respect  to  which  prior  to  Closing (i) waivers or consent are
               obtained from the appropriate parties and/or (ii) the appropriate
               time  period  for  asserting  such  rights has expired without an
               exercise  of  such  rights;

          (c)  Liens  for taxes or assessments not yet due or not yet delinquent
               or,  if delinquent, that are being contested in good faith in the
               normal  course  of  business;


                                       13
<PAGE>
          (d)  All  rights  to  consent by, required notices to, filing with, or
               other  actions  by  governmental  entities in connection with the
               sale  or conveyance of oil and gas leases or interests therein if
               the  same  are  customarily  obtained  subsequent to such sale or
               conveyance;

          (e)  The  terms  and  conditions  of  the  Leases;

          (f)  Easements,  rights-of-way,  servitudes,  permits, surface leases,
               pipelines,  grazing,  logging, canals, ditches, reservoirs or the
               like,  and  easements  for  streets, alleys, highways, pipelines,
               telephone  lines,  power  lines, railways and other easements and
               rights-of-way  on  or  over  the  Properties;

          (g)  Rights  reserved  to  or  vested  in any municipal, governmental,
               statutory  or  public authority to control or regulate any of the
               Properties  in  any  manner,  and  all applicable laws, rules and
               orders  of  any  governmental  authority;

          (h)  Such  Title Defects (defined below) or other defects as Buyer has
               waived  in  writing;

          (i)  Liens  released  at  Closing;  and

          (j)  Recording  Supplement  and  Financing Statement to the Two Rivers
               Participation  Agreement  between  Cypress  E&P  Corporation,
               EnerSearch,  Inc.,  d/b/a  Penn  Virginia  Energy  Co.  and Adams
               Resources  Exploration  Company dated effective as of November 1,
               1999  and  recorded  as  Instrument  number  1999104746, Official
               Records.


     5.02  -  TITLE  DEFECT.     (a)  With  respect  to the Wells only, the term
     -----------------------
"Title  Defect"  as  used  herein  shall  mean any encumbrance, encroachment, or
irregularity  to  Seller's  title  to  the  Properties  (excluding  Permitted
Encumbrances),  that alone or in combination with other defects renders Seller's
title  to  any  portion  of  the  Properties less than Defensible Title (defined
below).

     (b)     With  respect to the undeveloped Leases, the term "Title Defect" as
used  herein  shall  mean  any  encumbrance,  encroachment,  or  irregularity to
Seller's  title to the Properties (excluding Permitted Encumbrances), that alone
or  in  combination  with other defects causes Buyer to receive less than all of
Seller's  right, title and interest in the net acreage in the undeveloped Leases
as  set  out  in  Exhibit  1.01(a).

     5.03  -  DEFENSIBLE  TITLE.  With  respect  to  the  Wells  only,  the term
     --------------------------
"Defensible  Title"  shall  mean such title which entitles Seller to receive not
less than the "Net Revenue Interests" set forth in Exhibit 1.01(a) hereto of all


                                       14
<PAGE>
hydrocarbons  produced,  saved and marketed from the Properties, after deducting
all  royalty,  overriding royalty and other leasehold burdens (and such interest
will  not  change  in  the  future  except  as disclosed on Exhibit 1.01(a)) and
obligates  Seller  to  bear  costs  and  expenses  relating  to the maintenance,
development  and  operation  of the Properties in an amount not greater than the
"Working  Interests" set forth in Exhibit 1.01(a) hereto (and such interest will
not  change  in  the  future  except  as  disclosed  on  Exhibit  1.01(a)).

     5.04  - REMEDIES FOR TITLE DEFECTS.     (a) With respect to the Wells only,
     -----------------------------------
Buyer  shall  give Seller written notice of Title Defects no later than five (5)
days  prior to the Closing Date.  Such notice shall include (i) a description of
the Title Defects and (ii) the estimated value of the Title Defects. Buyer shall
be  deemed  to  have waived all Title Defects of which Seller has not been given
such  notice.  Upon  receipt of notice of any Title Defect, Seller shall use its
best  efforts  to  cure  any such Title Defects before the Closing Date.  Should
Seller  fail to cure Title Defects which in the aggregate exceed more than Seven
and  one-half percent (7  %) of the Purchase Price, then, at Buyer's option, (i)
the  Closing  Date  may  be postponed and Seller granted an additional period of
time  in  which  to  cure  Title Defects, or (ii) Seller may indemnify Buyer for
non-economic  defects  or  (iii)  the  portion of the Properties affected by the
Title  Defect  shall be excluded from the Properties to be conveyed to Buyer and
the Purchase Price shall be reduced by an amount mutually agreed upon in writing
by  Seller and Buyer allocated to the affected property or (iv) Seller and Buyer
shall  use  their  best  faith  efforts  to  agree as to the amount of the Title
Defect,  and  the  Purchase Price shall be reduced by the amount mutually agreed
upon  in  writing  by  Seller  and  Buyer,  with Buyer purchasing the Properties
subject to any such defects. If Buyer and Seller cannot agree to the amount of a
reduced Purchase Price, the parties agree to submit their dispute to arbitration
as  provided  in  Section  9.01(d)  below.


     (b)     With  respect  to  the  undeveloped Leases, Buyer shall give Seller
written notice of Title Defects no later than five (5) days prior to the Closing
Date.  Such notice shall include (i) a description of the Title Defects and (ii)
the  estimated  value of the Title Defects. Buyer shall be deemed to have waived
all  Title Defects of which Seller has not been given such notice.  Upon receipt
of  notice  of  any  Title Defect, Seller shall use its best efforts to cure any
such  Title  Defects  before the Closing Date.  Should Seller fail to cure Title
Defects  which  in  the aggregate exceed more than Seven and one-half percent (7
%)  of  the  Purchase  Price,  then, Seller and Buyer shall use their best faith
efforts  to agree as to the amount of the Title Defect, and Buyer's remedy shall
be  to  adjust  the  Purchase  Price  by reducing the Purchase Price by Seller's
actual  cost in the affected Leases in which Seller and Buyer agree that a Title
Defect  exists.  If  Buyer  and  Seller  cannot agree to the amount of a reduced
Purchase  Price,  the  parties  agree  to submit their dispute to arbitration as
provided  below.

     (c)     Notwithstanding  any provision herein to the contrary, in the event
the  value of the Title Defects exceeds Seven and one-half percent (7  %) of the
Purchase Price, Buyer may, at its option terminate this agreement as provided in
Section  10.2  below.


                                       15
<PAGE>
     5.05  - CASUALTY DEFECT.  If prior to the Closing any of the Properties are
     -----------------------
substantially  damaged  or  destroyed  by  fire  or  other  casualty  ("Casualty
Defect"),  Seller shall notify Buyer promptly after Seller learns of such event.
Seller shall have the right, but not the obligation, to cure the Casualty Defect
by  repairing  such  damage  or,  in  the case of personal property or fixtures,
replacing  them  with  equivalent  items, no later than the Closing Date, all to
Buyer's  reasonable  satisfaction.  If any uncured Casualty Defects exist at the
Closing,  Buyer  shall  proceed to purchase the Properties affected thereby, and
the  Sale  Price shall be reduced by the aggregate reduction in the value of the
Properties  on  account  of  such  Casualty Defects, as determined by the mutual
agreement  of the parties.  If the parties fail for any reason to agree prior to
the  Closing  on the amount of any Sale Price adjustments on account of Casualty
Defects,  Buyer shall accept the affected Properties and the Sale Price shall be
reduced  by an amount determined by a mutually acceptable independent appraiser,
equal  to  the  value  of all Casualty Defects not accounted for at the Closing.

                                   ARTICLE VI

                ESCROW REGARDING CONSENTS AND PREFERENTIAL RIGHTS
               --------------------------------------------------


     6.01 - NON-RESPONSE OF CONSENT HOLDERS PRIOR TO CLOSING; FARMOUT/BENEFICIAL
     ---------------------------------------------------------------------------
INTEREST  AGREEMENT.  Subject  to  the  provisions of Section 6.02 below, in the
-------------------
event  Seller  is unable to deliver at Closing all required consents and waivers
of  preferential  rights  to  purchase,  the parties shall proceed to Closing an
amount equal to Fifty Dollars ($50.00) per acre for each acre subject to a Lease
or  other  agreement  with respect to which consent is required but has not been
obtained  shall be deposited into escrow pursuant to a mutually agreeable escrow
agreement  substantially  in  the  form  attached  hereto as Exhibit 6.01(1) and
consistent  with the terms hereof.  At Closing, Seller shall deliver assignments
for all Properties for which consent has been obtained or is not required.  From
and  after  Closing, with respect to all Properties wherein consent is required,
but  has not been obtained, Seller shall retain title to such Properties for the
benefit  of Buyer.  Seller, Cypress and Buyer shall execute a Farmout/Beneficial
Interest Agreement in form identical to the agreement attached hereto as Exhibit
6.01(2)  granting  to  Buyer  all  rights  incident  to  the  ownership  of such
Properties.  In  such  event,  Seller  shall use its best efforts to obtain such
consents.  In  the  event  that  Seller  obtains  such  consent(s), Seller shall
deliver such consents to Buyer. Buyer and Seller shall jointly notify the escrow
agent  of  the  amount of the escrowed Purchase Price to release to Seller. Upon
receipt  of  the  amount  released from the escrow agent to Seller, Seller shall
contemporaneously  deliver  to  Buyer  assignment(s) from Seller to Buyer in the
form  attached  hereto  as  Exhibit  8.02(a)  of  all Properties covered by such
consent.  For  purposes of this agreement, the expiration of the time in which a
party  may  exercise  a preferential right after receipt of proper notice of the
transfer,  shall  constitute  a  waiver.

     6.02  -  AFFIRMATIVE REFUSALS TO CONSENTS; EXERCISE OF PREFERENTIAL RIGHTS.
     --------------------------------------------------------------------------
In  the  event  affirmative  refusals  to  consent are received prior to Closing
and/or  holders of preferential rights to purchase elect to exercise such rights
and the value of such refusals and/or exercises, based on Fifty Dollars ($50.00)
per  acre  for  each  acre subject to a Lease or other agreement with respect to
which  consent  is required but has not been obtained, exceed Seven and one-half


                                       16
<PAGE>
percent  (7  %)  of  the  Purchase Price, Buyer may at its option terminate this
agreement as provided in Section 10.02 below.  The lack of responses as provided
in  Section  6.01,  the affirmative refusals to consents in Section 6.02 and the
affirmative  exercises  of  preferential  rights  in  Section 6.02 are sometimes
collectively  referred  to  as  "Non-Consents".

                                  ARTICLE VII

                              CONDITIONS TO CLOSING
                              ---------------------

     7.01 - CONDITIONS TO THE OBLIGATIONS OF BUYER.  The obligations of Buyer to
     ---------------------------------------------
proceed  with the Closing contemplated hereby are subject to the satisfaction on
or  prior  to the Closing of all of the following conditions, any one or more of
which  may  be  waived,  in  whole  or  in  part,  in  writing  by  Buyer:

     (a)     The  representations  and warranties made herein by Seller shall be
true and correct as of the Closing as though such representations and warranties
were  made  at the Closing and Seller shall have complied with all the covenants
required  by  this Agreement to be performed by them at or prior to the Closing;

     (b)     The  Closing hereunder shall not violate any order or decree of any
court,  agency,  commission,  tribunal  or  other  governmental authority having
competent  jurisdiction  over  the  transactions contemplated by this Agreement;

     (c)     The adjustments made to the Purchase Price for Title Defects and/or
Non-Consents  as  described  in  Sections  5.04  and 6.02 respectively shall not
exceed  Seven  and  one-half  percent  (7  %)  of  the  Purchase  Price;

     (d)     Penn  Virginia  Energy  Co.  and  Adams  Resources  Exploration
     Corporation  shall  have consented to the appointment of Buyer as successor
     operator  effective as of the Closing Date in a consent agreement identical
     to  the  form  attached  hereto  as  Exhibit  7.01(d);

     (e)     Execution  by  Cypress  E&P  Corporation  of  the
Exploration/Participation  Agreement  as  provided  in  Article  XIV  below;

     (f)     Execution by Seller of the Farmout/Beneficial Interest Agreement if
required  by  Section  6.01  above;

     (g)     Russell  Holding  Inc.  shall have released all of its right, title
and  interest  evidenced  by  that  certain  Recording  Supplement and Financing
Statement  to Frio Program Participation Agreement dated effective as of June 1,
2000, recorded as Instrument number 20000053510, between Cypress E&P Corporation
and  Russell  Holdings,  Inc.;  and

     (h)     Execution  by Seller of the Escrow Agreement if required by Section
6.01  above.


                                       17
<PAGE>
     7.02  - CONDITIONS TO THE OBLIGATIONS OF SELLER.  The obligations of Seller
     -----------------------------------------------
to  proceed with the Closing contemplated hereby are subject to the satisfaction
on  or  prior to the Closing of all of the following conditions, any one or more
of  which  may  be  waived,  in  whole  or  in  part,  in  writing  by  Seller.

     (a)     The  representations  and  warranties made herein by Buyer shall be
correct  as  of  the  Closing as though such representations and warranties were
made at the Closing, and Buyer shall have complied with all the covenants hereof
required  by this Agreement to be performed by Buyer at or prior to the Closing;

     (b)     The  Closing hereunder shall not violate any order or decree of any
court,  agency,  commission,  tribunal  or  other  governmental authority having
competent jurisdiction over the transactions contemplated by this Agreement; and

     (c)     Execution  by  Buyer  of the Exploration/Participation Agreement as
provided  in  Article  XIV  below.

     (d)     Execution  by  Buyer of the Escrow Agreement if required by Section
6.01  above.

     (e)     Execution  by  Buyer  of  the Farmout/Beneficial Interest Agreement
referenced  in  Section  6.01.

                                  ARTICLE VIII

                                    CLOSING
                                    -------


     8.01  -  CLOSING.  The consummation of the transactions contemplated hereby
     ----------------
(herein called the "Closing") shall be held at the offices of Seller in Houston,
Texas,  on  a  date mutually agreed to by the parties but in no event later than
July6,  2001.  The  date  on  which  Closing occurs is referred to herein as the
"Closing  Date".

     8.02  -  CLOSING  OBLIGATIONS.  At  the Closing, the following events shall
     -----------------------------
occur,  each  being a condition precedent to the others and each being deemed to
have  occurred  simultaneously  with  the  others:

     (a)     Seller  shall  assign,  transfer and convey the Properties to Buyer
with  a  limited  general  warranty  of title to the Leases, on a lease-by-lease
basis,  limited to the period of time beginning with the time that Seller and/or
its  predecessor  in  title,  Cypress  E&P  Corporation,  acquired  record title
interest  in  each  respective Lease and ending as of the date of Closing in the
form  of  "Assignment,  Bill  of Sale and Conveyance" attached hereto as Exhibit
8.02(a) and made a part hereof in multiple originals and counterparts sufficient
to  facilitate  recording.  Buyer  and Seller agree that the Assignment, Bill of
Sale  and Conveyance shall be made expressly subject to the terms and provisions
of  this  Agreement.


                                       18
<PAGE>
     (b)     Seller  and  Buyer shall execute and deliver a settlement statement
(herein  called  the "Preliminary Settlement Statement") which has been prepared
by  Seller  that shall set forth the Closing Amount (as hereinafter defined) and
each  adjustment  and the calculation of such adjustments used to determine such
amount.  The  term  "Closing  Amount"  shall mean the Purchase Price adjusted as
provided  in  Section  2.02,  using  for  such  adjustments the best information
(including  estimated  data) then available.  A Preliminary Settlement Statement
shall  be  delivered  to Buyer no later than 5:00 p.m. two (2) days prior to the
Closing  Date.

     (c)     Buyer  shall  pay  the Closing Amount to Seller by wire transfer in
immediately  available  funds  to  the  following  Bank:

             Compass  Bank
             Account  No.  87112446
             ABA  Routing  No.  113010547.

     (d)     Seller  shall  deliver  to  Buyer  exclusive  possession  of  the
Properties.

     (e)     Seller  shall prepare and execute change of operator forms covering
the Properties that shall be executed by Buyer and returned to Seller for filing
with  all  appropriate  regulatory  authorities.

     (f)     Seller  and  Buyer shall execute and deliver to each other multiple
originals  of  the  Release  of Farmout Agreement in the form attached hereto as
Exhibit  13.01.

     (g)     Cypress E&P Corporation and Buyer shall execute and deliver to each
other  multiple  originals  of  the
Exploration/Participation  Agreement  in  the  form  attached  hereto as Exhibit
14.01.

     (h)     Cypress  and  Buyer  shall  execute  and  deliver  to  each  other
multiple  originals of the Bella Vista 3-D seismic license agreement in the form
attached  hereto  as  Exhibit  12.01.

     (i)     Seller  and  Buyer shall execute and deliver the Farmout/Beneficial
Rights  Agreement  referenced  in  Section  6.01.

     (j)     Seller  and  Buyer  shall  execute and deliver the Escrow Agreement
referenced  in  Section  6.01.


                                       19
<PAGE>
                                   ARTICLE IX

                            OBLIGATIONS AFTER CLOSING
                            -------------------------

     9.01  -  POST-CLOSING  ADJUSTMENTS.
     ----------------------------------

     (a)     No  later than 90 days after the Closing Date, Seller shall prepare
and  deliver  to Buyer, in accordance with this Agreement and generally accepted
accounting  principles, a statement (herein called "Final Settlement Statement")
setting forth adjustments to the Purchase Price that were not finally determined
as of the Closing Date which show the calculation of such adjustments. Within 30
days of receipt of the Final Settlement Statement, Buyer shall deliver to Seller
a  written  report  setting  out  any changes that Buyer proposes be made to the
Final Settlement Statement. The parties shall undertake to agree with respect to
such  adjustments within 30 days of Buyer's response to Seller. The final agreed
price  paid  by  Buyer  to  Seller  for  the Properties after all adjustments is
hereinafter  referred to as the "Final Purchase Price". The date upon which such
agreement is reached or upon which the Final Purchase Price is established shall
be  herein  called  the "Final Settlement Date". The difference, if any, between
the Final Purchase Price and the Closing Amount shall be paid to the appropriate
party  within  ten  (10)  days  after  the  Final  Settlement  Date.

     (b)     If  the  Buyer and Seller are unable to agree upon a Final Purchase
Price  within  One  Hundred Eighty (180) days from the Closing Date, the dispute
shall  be  submitted  to  arbitration  as  discussed  below.

     (c)     Real and personal property taxes pertaining to the Properties shall
be  prorated  between  Buyer and Seller as of the Effective Time.  If the actual
taxes  are  not known on the Closing Date, Seller's share of such taxes shall be
determined by using the rates for the prior year and the assessed values for the
year  in  which  Closing occurs.  After the actual tax statements for Properties
have  been received, Buyer and Seller shall determine the difference between the
actual  tax  amount  and the prorated amount used at Closing, and the difference
shall  be  paid  to  the  appropriate  party  within  Ten  (10)  days.

     (d)     The  parties  agree  to  arbitration  as  follows:

          (i)  The  parties shall jointly select a mutually acceptable person as
               the  sole  arbitrator  under  this  Agreement. If the parties are
               unable  to  agree upon the designation of a person as arbitrator,
               then  each  party  shall  appoint  one  arbitrator  and  the  two
               arbitrators  shall  appoint  a  third  arbitrator  and  the three
               arbitrators  so  chosen  shall  arbitrate  any  dispute.

          (ii) Any  arbitration  hearing  shall  be held in Houston, Texas, at a
               location  acceptable  to  the  arbitrator.

         (iii) The  arbitrator  shall  settle  disputes in accordance with the
               Texas  General  Arbitration  Act  and  the  Rules of the American


                                       20
<PAGE>
               Arbitration Association, to the extent such rules do not conflict
               with  the  terms  hereof. The decision of the arbitrator shall be
               binding  upon  the  parties  and  may be enforced in any court of
               competent  jurisdiction.  Seller  and  Buyer, respectively, shall
               bear  their own legal fees and other costs incurred in presenting
               their  respective  cases.  The  charges  and  expenses  of  the
               arbitrator(s)  shall  be  shared  equally  by  Seller  and Buyer.

          (iv) The  arbitration  shall  commence  within ten (10) days after the
               arbitrator  is  selected. In fulfilling his duties hereunder, the
               arbitrator  shall  be  bound  by  the terms of this Agreement. In
               fulfilling  any  of  his  arbitration  duties, the arbitrator may
               consider  such  other matters as in the opinion of the arbitrator
               are  necessary  or  helpful  to  make  a  proper  evaluation.
               Additionally,  the  arbitrator  may  consult  with  and  engage
               disinterested  third  parties,  including,  without  limitation,
               petroleum  engineers,  attorneys  and  consultants, to advise the
               arbitrator.

          (v)  If  any  arbitrator  selected  hereunder should die, resign or be
               unable  to  perform  his  duties hereunder, the parties selecting
               such  arbitrator  shall  select  a  replacement  arbitrator.  The
               aforesaid  procedure  shall  be  followed  from  time  to time as
               necessary.


     9.02  -  SALES  TAXES  AND RECORDING FEES.  Buyer shall pay all sales taxes
     -----------------------------------------
occasioned  by  the  sale  of  the  Properties  and  all documentary, filing and
recording  fees  required  in  connection  with  the filing and recording of any
assignments,  including  any  applicable  transfer  tax.

     9.03  -  FURTHER  ASSURANCES.     After  Closing,  Seller  and  Buyer shall
     ----------------------------
execute,  acknowledge  and  deliver  or  cause  to be executed, acknowledged and
delivered  such  instruments  including  but  not  limited  to the execution and
delivery  of  such additional assignments as may be necessary to transfer all of
Seller's right, title and interest in the Properties, and to cooperate in taking
any  actions  necessary  to  protect  intellectual  property  rights,  if  any,
associated  with  the Bella Vista 3-D Seismic Data and take such other action as
may  be  necessary  or  advisable  to  carry  out  their  obligations under this
Agreement  and  under  any  document,  certificate or other instrument delivered
pursuant  hereto or required by law. Seller shall cooperate with Buyer in taking
any  actions  necessary  to  protect  intellectual  property  rights,  if  any,
associated  with  the  Bella  Vista  3-D  Seismic  Data, but Seller shall not be
required to pay any money in connection with protection of intellectual property
rights  including,  without limitation, copyright issues. Seller's commitment to
cooperate with Buyer to protect intellectual property rights associated with the
Bella  Vista  3-D  Seismic Data shall expire 12 months after the Closing Date of
this  Agreement.

     9.04 - BUYER'S POST-CLOSING OBLIGATIONS.  After Closing, Buyer shall assume
     ---------------------------------------
and  be  responsible  for  the  following  obligations:


                                       21
<PAGE>
     (a)     If  at  any  time  subsequent  to  the  Closing,  Buyer  comes into
possession  of  money  or  property  belonging to the Seller such money or other
property  shall  be  promptly  delivered  to  the  Seller.

     (b)     Buyer  specifically assumes all duties, obligations and liabilities
of the Seller with respect to the Properties that accrue or arise from and after
the  Effective  Time  to the extent of the interest acquired by Buyer hereunder,
including, without limitation, (i) the obligations to plug and abandon all Wells
on  the  Properties  owned  by  Buyer in accordance with the rules of applicable
regulatory  authorities,  (ii)  the  obligations  to  restore the surface of the
Properties and remove equipment in accordance with applicable  provisions of the
Leases  and  general  laws  applying to the Properties, (iii) the obligations to
comply  with  the provisions of the Leases,  (iv) the obligations to comply with
Environmental Laws and (v) (except for those duties, obligations and liabilities
of  Seller  and/or Cypress E&P Corporation pertaining to Seller's and/or Cypress
E&P  Corporation  interest  in  or operation of the Excluded Assets) the duties,
obligations  and  liabilities  of Seller imposed in the contracts and agreements
set out in the Exhibit 3.01(f) attached hereto.   Buyer exclusively shall assume
the  duties,  obligations  and liabilities pertaining to the contracts listed as
items1,  3,  11,  12  and  13  in  Exhibit 3.01(f).  Buyer and Seller shall bear
responsibility  in  accordance  with  their  respective  ownership interests the
contracts  listed as items 2, 4, 8, 9, 10, 14, 15, 16 and 17 in Exhibit 3.01(f).

     9.05 - SELLER'S POST-CLOSING OBLIGATIONS.  After Closing, Seller shall have
     ----------------------------------------
the  following  obligations:

     (a)     If  at  any  time  subsequent  to  the  Closing,  Seller comes into
possession  of  money  or  property  belonging  to the Buyer such money or other
property  shall  be  promptly  delivered  to  the  Buyer.



     9.06  -  INDEMNIFICATION  BY  SELLER.
     ------------------------------------

     EXCEPT  FOR  MATTERS SPECIFICALLY ASSUMED BY BUYER, SELLER SHALL INDEMNIFY,
COVENANT  NOT  TO  SUE, SAVE, RELEASE, DEFEND, DISCHARGE AND HOLD BUYER HARMLESS
(COLLECTIVELY, "INDEMNIFY") FROM AND AGAINST ANY AND ALL JUDGMENTS, ASSESSMENTS,
LIABILITIES, PENALTIES, FINES, COSTS, EXPENSES, DAMAGES, JUDGMENTS, OBLIGATIONS,
CAUSES  OF  ACTION  OR  CLAIMS  INCLUDING  WITHOUT  LIMITATION LIABILITIES UNDER
ENVIRONMENTAL  LAWS, (COLLECTIVELY, THE "LIABILITIES") ARISING FROM, BASED UPON,
RELATED  TO OR IN ANY WAY CONNECTED WITH (I) SELLER'S OR SELLER'S PREDECESSOR IN
TITLE,  CYPRESS  E&P CORPORATION, OWNERSHIP, USE AND OPERATION OF THE PROPERTIES
PRIOR  TO THE EFFECTIVE TIME AND (II) SELLER'S ACTIVITIES ARISING FROM OR IN ANY
WAY  CONNECTED  WITH  THIS  AGREEMENT.


                                       22
<PAGE>
     SELLER  SHALL  INDEMNIFY BUYER FROM AND AGAINST ALL ATTORNEY FEES, COSTS OF
COURT,  EXPENSES  FOR  HIRING  INVESTIGATORS  AND  INVESTIGATING,  DEFENDING
LITIGATION, PROSECUTING LITIGATION, HIRING EXPERT WITNESSES, COSTS OF SETTLEMENT
AND  ANY  AND  ALL COSTS AND EXPENSES PERTAINING TO ANY LITIGATION ARISING FROM,
BASED  UPON,  RELATED  TO  OR  IN  ANY  WAY  CONNECTED WITH SELLER'S OR SELLER'S
PREDECESSOR  IN  TITLE, CYPRESS E&P CORPORATION, OWNERSHIP, USE AND OPERATION OF
THE  PROPERTIES  PRIOR TO THE EFFECTIVE TIME OR SELLER'S ACTIVITIES ARISING FROM
OR  IN  ANY  WAY  CONNECTED  WITH  THIS AGREEMENT (COLLECTIVELY, THE "LITIGATION
EXPENSES").

     IT  IS  UNDERSTOOD  AND  AGREED THAT SELLER'S OBLIGATION TO INDEMNIFY BUYER
FROM AND AGAINST THE LITIGATION EXPENSES (I) IS SEPARATE AND APART FROM SELLER'S
OBLIGATION  TO  INDEMNIFY  BUYER FROM LIABILITIES AND (II) IS NOT DEPENDENT UPON
SELLER'S SUBSTANTIVE OBLIGATION TO INDEMNIFY BUYER FROM AND AGAINST LIABILITIES.
SELLER'S  OBLIGATION TO INDEMNIFY BUYER FROM AND AGAINST THE LITIGATION EXPENSES
SHALL  APPLY  IRRESPECTIVE  OF  WHETHER  THE  SUBSTANTIVE  INDEMNITY  OBLIGATION
COMPLIES  IN  ALL  RESPECTS  WITH  THE  EXPRESS  NEGLIGENCE  RULE.

     9.07  -  INDEMNIFICATION  BY  BUYER.
     -----------------------------------

     BUYER  SHALL  INDEMNIFY,  COVENANT  NOT  TO  SUE,  SAVE,  RELEASE,  DEFEND,
DISCHARGE  AND HOLD SELLER HARMLESS (COLLECTIVELY, "INDEMNIFY") FROM AND AGAINST
ANY  AND  ALL  JUDGMENTS,  ASSESSMENTS,  LIABILITIES,  PENALTIES,  FINES, COSTS,
EXPENSES,  DAMAGES,  JUDGMENTS,  OBLIGATIONS,  CAUSES  OF  ACTION  OR  CLAIMS
(COLLECTIVELY, THE "LIABILITIES") ARISING FROM, BASED UPON, RELATED TO OR IN ANY
WAY CONNECTED WITH THE PROPERTIES, CONTRACTUAL OBLIGATIONS ASSUMED BY BUYER WITH
RESPECT  TO  THE  PROPERTIES,  BUYER'S  OWNERSHIP,  USE  AND  OPERATION  OF  THE
PROPERTIES  ON OR AFTER THE EFFECTIVE TIME OR BUYER'S ACTIVITIES ARISING FROM OR
IN  ANY WAY CONNECTED WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, IT IS
SPECIFICALLY  AGREED  THAT BUYER'S INDEMNIFICATION OF SELLER AGAINST LIABILITIES
SHALL INCLUDE, WITHOUT LIMITATION, ANY AND ALL LIABILITIES ARISING AS THE RESULT
OF  (I)  THE BUYER'S USE OF OR RELIANCE ON (i) THE 3-D SEISMIC DATA DESCRIBED IN
1.01(d),  (ii)  THE  TAVENER 3-D SEISMIC DATA, AND (iii) THE MUSTANG 3-D SEISMIC
DATA,  INTERPRETIVE  DATA  AND THE RECORDS DESCRIBED IN 1.01(e), (II) ANY MATTER
CONNECTED  WITH  OR ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WHETHER IN EFFECT AS
OF  THE  EFFECTIVE  TIME  OR  IN  THE  FUTURE, AND (III) THE FAILURE OF BUYER TO
PURCHASE,  ARRANGE  FOR  AND  HAVE  IN PLACE AS OF THE TIME OF CLOSING LIABILITY
INSURANCE  AND  WELL  CONTROL  INSURANCE  COVERING  THE  PROPERTIES.


                                       23
<PAGE>
     BUYER  SHALL  HOLD  HARMLESS  AND  COVENANT NOT TO SUE SELLER FOR CLAIMS BY
BUYER  FOR  MATTERS  (EXCEPT  ENVIRONMENTAL  CLAIMS)  AFTER  THE  EFFECTIVE TIME
INCLUDINGCLAIMS  BASED  ON  AND  RESULTING  FROM:

     1.   THE  NEGLIGENCE  OF SELLER, WHETHER THE NEGLIGENCE IS ORDINARY, GROSS,
          ACTIVE,  PASSIVE,  JOINT,  CONCURRENT  OR  SOLE;  AND

     2.   THE  STRICT  LIABILITY  OF  SELLER.

     PROVIDED HOWEVER, THAT SUCH OBLIGATION TO HOLD HARMLESS AND COVENANT NOT TO
SUE SELLER SHALL NOT EXTEND TO CLAIMS MADE BY THIRD PARTIES RELATING TO SELLER'S
NEGLIGENCE OR STRICT LIABILITY FOR MATTERS OR ACTIONS UNDERTAKEN BY SELLER PRIOR
TO  THE  EFFECTIVE  TIME.

     NOTHING  CONTAINED  HEREIN  SHALL  BE  CONSTRUED  AS  BUYER'S  AGREEMENT TO
INDEMNIFY  SELLER  OR  BUYER'S  ASSUMPTION  OF  LIABILITY  FOR ANY ENVIRONMENTAL
CLAIMS,  OBLIGATIONS  LIABILITIES  OR CAUSES OF ACTION ARISING FROM, BASED UPON,
RELATED  TO,  OR  IN  ANY WAY CONNECTED WITH SELLER'S OR SELLER'S PREDECESSOR IN
TITLE,  CYPRESS  E&P CORPORATION, OWNERSHIP, USE AND OPERATION OF THE PROPERTIES
PRIOR  TO  THE  EFFECTIVE  TIME.  BUYER'S INDEMNITY FURTHER EXCLUDES ANY CLAIMS,
OBLIGATIONS, LIABILITIES OR CAUSES OF ACTION ARISING FROM, BASED UPON, OR IN ANY
WAY  CONNECTED  WITH  SELLER'S  OPERATION  OF  THE  EXCLUDED  ASSETS.

     BUYER  SHALL  INDEMNIFY SELLER FROM AND AGAINST ALL ATTORNEY FEES, COSTS OF
COURT,  EXPENSES  FOR  HIRING  INVESTIGATORS  AND  INVESTIGATING,  DEFENDING
LITIGATION, PROSECUTING LITIGATION, HIRING EXPERT WITNESSES, COSTS OF SETTLEMENT
AND  ANY  AND  ALL COSTS AND EXPENSES PERTAINING TO ANY LITIGATION ARISING FROM,
BASED  UPON,  RELATED TO OR IN ANY WAY CONNECTED WITH BUYER'S OWNERSHIP, USE AND
OPERATION OF THE PROPERTIES ON OR AFTER THE EFFECTIVE TIME OR BUYER'S ACTIVITIES
ARISING  FROM  OR  IN  ANY  WAY CONNECTED WITH THIS AGREEMENT (COLLECTIVELY, THE
"LITIGATION  EXPENSES").

     IT  IS  UNDERSTOOD  AND  AGREED THAT BUYER'S OBLIGATION TO INDEMNIFY SELLER
FROM  AND AGAINST THE LITIGATION EXPENSES IS (I) SEPARATE AND APART FROM BUYER'S
OBLIGATION  TO  INDEMNIFY SELLER FROM LIABILITIES AND (II) IS NOT DEPENDENT UPON
BUYER'S SUBSTANTIVE OBLIGATION TO INDEMNIFY SELLER FROM AND AGAINST LIABILITIES.
BUYER'S  OBLIGATION TO INDEMNIFY SELLER FROM AND AGAINST THE LITIGATION EXPENSES
SHALL  APPLY  IRRESPECTIVE  OF  WHETHER  THE  SUBSTANTIVE  INDEMNITY  OBLIGATION
COMPLIES  IN  ALL  RESPECTS  WITH  THE  EXPRESS  NEGLIGENCE  RULE.


                                       24
<PAGE>
     SELLER  AND  BUYER  BOTH  AGREE  AND  STIPULATE  THAT  THIS INDEMNIFICATION
AGREEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE TEST AND THAT THE PARTIES CLEARLY
INTEND  TO  TRANSFER  THE  RISK  OF  LOSS  FOR  THE  INDEMNITEE'S  NEGLIGENCE.

     SELLER  AND  BUYER  BOTH  AGREE  AND  STIPULATE  THAT THESE INDEMNIFICATION
PROVISIONS  ARE  CONSPICUOUS.

     9.08  -  GENERAL  PROCEDURE.  If a party under Article IX (the "Indemnified
     ---------------------------
Party")  shall  have  knowledge  of  any  claim  or  liability  required  to  be
indemnified  against, the Indemnified Party shall give reasonably prompt written
notice  thereof  to the other party (the "Indemnifying Party"). The Indemnifying
Party  and its insurers shall have the right, at their sole cost and expense, to
investigate,  to  defend  or,  except  as limited hereinafter, to compromise any
claim  for  which indemnification is sought hereunder upon acknowledgment by the
Indemnifying  Party  or such insurer of its liabilities to the Indemnified Party
in  respect  thereof. The Indemnifying Party shall assume all responsibility for
any  claim  covered  by the foregoing indemnity, and the Indemnified Party shall
provide  reasonable  assistance and cooperation during the defense or settlement
of  the  claim.  No compromise or settlement of any claim may be effected by the
Indemnifying  Party without the Indemnified Party's consent, which consent shall
not  be  unreasonably  withheld. The Indemnified Party shall have the right, but
not  the  duty,  at  its  own  expense,  to  participate  in  the defense and/or
settlement  of  any claim with counsel of its own choosing without relieving any
obligations  hereunder.  Indemnifying Party and its counsel shall cooperate with
the Indemnified Party's counsel and shall supply the Indemnified Party with such
information  reasonably  requested  by  the Indemnified Party as is necessary or
advisable  for  the  Indemnified  Party  to  participate  in any proceeding, but
control  of  the  matter  shall  remain  with  the  Indemnifying  Party.

     9.09  -  EXPENSES.  Notwithstanding  anything  herein  to the contrary, the
     -----------------
foregoing  indemnification  obligations  shall not apply to expenses incurred by
each  Party  in  connection  with  the  consummation  of  this  transaction.

     9.10  -  SURVIVAL  AFTER  CLOSING.  Except  for  the  representations  and
     ---------------------------------
warranties  made  in  Sections  3.01  and  3.03,the representations, warranties,
covenants,  agreements and indemnifications made in this Agreement shall survive
Closing  and  inure to the benefit of and be binding on Seller and Buyer.  It is
expressly understood and agreed that nothing contained herein shall be construed
to  limit  either  Party's  right  subsequent to Closing to exercise any and all
remedies  available  under  applicable  law  for  a  breach  of  any  of  the
representations  and  warranties  made  in  Section  3.01  and  3.03.


                                       25
<PAGE>
                                    ARTICLE X
                                    ---------

                            TERMINATION OF AGREEMENT
                            ------------------------

     10.01  -  TERMINATION.  This  Agreement  may  be  terminated  as  follows:
     ---------------------

(a)     By  Buyer  if the conditions set forth in Section 7.01 are not satisfied
in  all  material  respects  or  waived  prior  to  the  Closing  Date;

(b)     By  Seller if the conditions set forth in Section 7.02 are not satisfied
in  all  material  respects  or  waived  prior  to  the  Closing  Date;  or

(c)     At  any  time  by  the  mutual  written  agreement  of Buyer and Seller.

     10.02  -  EARNEST DEPOSIT.Upon the execution of this Agreement, Buyer shall
     --------------------------
deliver  to  Seller  the  Earnest  Deposit  as required by Section 2.03.  If the
conditions  to the obligations of Buyer to close as set out in Section 7.01 have
been  satisfied or waived and the transaction contemplated by Agreement fails to
close  on or before July 6, 2001, Seller shall be entitled to retain the Earnest
Deposit  and  shall  have  no  liability  to  Buyer with respect to the security
deposit.  If  the  conditions to the obligations of Buyer to close as set out in
Section  7.01 have not been satisfied or waived and the transaction contemplated
by  this  Agreement  fails  to  close  on or before July 6, 2001, Buyer shall be
entitled  to  a  refund  of  the  full  amount  of  the  Earnest  Deposit.


     10.03  - LIABILITIES UPON TERMINATION. If the conditions to the obligations
     -------------------------------------
of  Buyer  to close as set out in Section 7.01 have been satisfied or waived and
the  transaction  contemplated  by Agreement fails to close on or before July 6,
2001, Seller's damages shall be limited to retaining the Earnest Deposit. If the
conditions to the obligations of Seller to close as set out in Section 7.02 have
been  satisfied  or  waived  and  the transaction contemplated by this Agreement
fails  to  close  on or before July 6, 2001, Buyer's damages shall be limited to
the  return  of the Earnest Deposit.  Neither party shall have any liability for
consequential  damages.

                                   ARTICLE XI
                                  -----------

                      PHYSICAL CONDITION OF THE PROPERTIES
                      ------------------------------------


     11.01     -  USE  OF  THE  PROPERTIES:  THE  PROPERTIES  HAVE BEEN USED FOR
     -----     ---------------------------
DRILLING  OIL  AND GAS WELLS, PRODUCTION OPERATIONS, RELATED OILFIELD OPERATIONS
AND  THE STORAGE AND TRANSPORTATION OF OIL AND GAS. PHYSICAL CHANGES IN THE LAND
MAY  HAVE  OCCURRED  AS  A  RESULT OF SUCH USES. THE PROPERTIES ALSO MAY CONTAIN


                                       26
<PAGE>
BURIED  PIPELINES  AND  OTHER EQUIPMENT, WHETHER OR NOT OF A SIMILAR NATURE, THE
LOCATIONS  OF  WHICH  MAY  NOT  BE  KNOWN  BY SELLER OR BE READILY APPARENT BY A
PHYSICAL INSPECTION OF THE PROPERTY. BUYER UNDERSTANDS THAT SELLER DOES NOT HAVE
THE  REQUISITE INFORMATION WITH WHICH TO DETERMINE THE EXACT NATURE OR CONDITION
OF  THE  PROPERTIES OR THE EFFECT ANY SUCH USE HAS HAD ON THE PHYSICAL CONDITION
OF  THE  PROPERTIES.

     11.02  -BUYER'S  INVESTIGATION  AND LIABILITY:  BUYER ACKNOWLEDGES THAT (I)
     ---------------------------------------------
BUYER HAS BEEN AFFORDED AN OPPORTUNITY TO (A) INSPECT AND EXAMINE THE PROPERTIES
AND  ANY  MATERIALS  THAT BUYER HAS REQUESTED TO BE PROVIDED TO BUYER BY SELLER,
(B)  DISCUSS WITH REPRESENTATIVES OF SELLER SUCH MATERIALS AND THE NATURE OF THE
OPERATION  OF  THE  PROPERTIES,  INCLUDING,  WITHOUT  LIMITATION,  THE FACT THAT
SELLER'S  LIABILITY  INSURANCE COVERAGE AND WELL CONTROL INSURANCE COVERAGE WITH
RESPECT  TO  THE  PROPERTIES  SHALL TERMINATE AS OF THE TIME OF CLOSING, AND (C)
INVESTIGATE THE CONDITION, INCLUDING SUBSURFACE CONDITION, OF THE PROPERTIES AND
THE  CONDITION  OF  THE EQUIPMENT; (II) BUYER HAS ENTERED INTO THIS AGREEMENT ON
THE  BASIS  OF  BUYER'S  OWN  INVESTIGATION  OF  THE  PHYSICAL  CONDITION OF THE
PROPERTIES  INCLUDING  SUBSURFACE  CONDITION,  PERSONAL  PROPERTY,  EQUIPMENT,
FIXTURES  DESCRIBED  IN  1.01(c), (A) THE 3-D SEISMIC DATA DESCRIBED IN 1.01(d),
(B)  THE  TAVENER  3-D  SEISMIC  DATA,  AND  (C)  THE  MUSTANG 3-D SEISMIC DATA,
INTERPRETIVE  DATA  AND  RECORDS DESCRIBED IN 1.01(e); (III) THE PROPERTIES HAVE
BEEN  USED  IN  THE MANNER AND FOR THE PURPOSE SET FORTH ABOVE AND THAT PHYSICAL
CHANGES  TO  THE  PROPERTIES  MAY HAVE OCCURRED AS A RESULT OF SUCH USE; (IV) IN
ENTERING  INTO  THIS  AGREEMENT,  BUYER HAS RELIED SOLELY ON BUYER'S INDEPENDENT
INVESTIGATION  OF,  AND  JUDGMENT  WITH  RESPECT  TO  THE PROPERTIES, INCLUDING,
WITHOUT  LIMITATION,  THE  PERSONAL  PROPERTY,  EQUIPMENT, FIXTURES DESCRIBED IN
1.01(c),  3-D  SEISMIC DATA DESCRIBED IN 1.01(d), INTERPRETIVE DATA  AND RECORDS
DESCRIBED  IN  1.01(e),  AND  THE  ADVICE  OF  ITS  OWN  LEGAL,  TAX,  ECONOMIC,
ENVIRONMENTAL,  ENGINEERING,  GEOLOGICAL AND GEOPHYSICAL ADVISORS AND NOT ON ANY
COMMENTS  OR  STATEMENTS  OF  ANY REPRESENTATIVES OF, OR CONSULTANTS OR ADVISORS
ENGAGED  BY  SELLER;  AND  (V)  LOW  LEVELS  OF  NATURALLY OCCURRING RADIOACTIVE
MATERIAL  (NORM)  AND  MAN-MADE  MATERIAL  FIBERS  (MMMF)  MAY BE PRESENT ON THE
PROPERTIES. BUYER ACKNOWLEDGES THAT NORM IS A NATURAL PHENOMENON ASSOCIATED WITH
MANY  OIL FIELDS IN THE U.S. AND THROUGHOUT THE WORLD. SELLER HAS PROVIDED BUYER
WITH  THE  OPPORTUNITY  TO  MAKE  ITS  OWN  INSPECTION AND DETERMINATION OF THIS
PHENOMENON  AND  OTHER CONDITIONS. SELLER DISCLAIMS ANY LIABILITY ARISING OUT OF
OR  IN CONNECTION WITH ANY PRESENCE OF NORM OR MMMF ON THE PROPERTIES, AND BUYER


                                       27
<PAGE>
SHALL  ASSUME  THE  RISK  THAT  THE PROPERTIES MAY CONTAIN NORM OR MMMF AND THAT
ADVERSE  PHYSICAL  CONDITIONS,  INCLUDING  THE PRESENCE OF NORM OR MMMF, MAY NOT
HAVE  BEEN  REVEALED  BY  BUYER'S  INVESTIGATION.

                                   ARTICLE XII
                                   -----------

                                    SEISMIC
                                    -------


     12.01  -  LICENSE  TOBELLA VISTA 3-D SEISMIC DATA.  At Closing, Buyer shall
     --------------------------------------------------
grant  to  Seller  a license to the Bella Vista Project Area 3-D Seismic Data in
form identical to the license attached hereto as Exhibit 12.01. Seller shall not
disclose  Bella  Vista  3-D  Seismic  Data except in ordinary course of business
including,  without  limitation, for purposes of securing financing, selling, or
securing  participation  in  a  well  or  prospect.

     12.02  -  MUSTANG 3-D SEISMIC DATA.At Closing, Buyer shall joinSeller as  a
     -----------------------------------
party  to  that certain letter agreement dated November 4, 1999, between Mustang
Fuel  Corporation, Amerada Hess Corporation and Cypress E&P Corporation, setting
forth  the  terms  and  provisions  for the parties' non-exclusive rights to the
"Mustang  3-D  Seismic Data" contained within the outline shown on Exhibit 12.02
attached  hereto.

     12.03  -  RESTRICTIONS  ON TAVENER 3-D SEISMIC DATA. Seller is the owner of
     ----------------------------------------------------
proprietary  3-D  seismic  data covering all or a portion of the Tavener Project
Area,  subject to (i) the seismic licenses previously issued in favor of Westech
Energy Corporation, EnerSearch, Inc., doing business as Penn Virginia Energy Co.
and  Adams Resources Exploration Corporation and (ii) the terms contained in the
Amendment  and Restatement Two Rivers Participation Agreement dated effective as
of  April 1, 1999, between Cypress E&P Corporation and Sonat Exploration Company
(the "Sonat Restatement"). Seller shall not sell, trade, assign, barter, dispose
of,  pledge  as collateral, or show the Tavener Project Area 3-D Seismic Data to
any  third  party,  except in the case of ordinary course of business including,
without  limitation,  for  purposes  of securing financing, selling, or securing
participation  in  a  well or prospect for a period of three (3) years after the
Effective  Time. Subject to the terms contained in the Sonat Restatement, Seller
must  retain possession of and may not copy the Tavener 3-D Seismic Data for any
other party.  The existing 3-D Seismic License Agreement effective March 1, 2000
between  Cypress  E&P Corporation and Westech Energy Corporation shall remain in
full  force  and  effect.

     12.04  -  OPTIONAL ANNUAL PAYMENT. Beginning on the first day of the fourth
     ----------------------------------
year  following  the  Effective  Time,  Buyer shall have the option, but not the
obligation,  to  pay  Seller  annually  the  sum  of  Eight  percent  (8%)  of
$4,122,471.42  (being  the  costs of the Tavener Project Area 3-D Seismic Data).
In the event Buyer exercises the foregoing option, Seller shall not sell, trade,
assign,  barter,  dispose  of, pledge as collateral, or show the Tavener Project
Area 3-D Seismic Data to any third party for a period of one (1) year, except in
the  case  of  ordinary  course  of  business (including without limitation, for
purposes  of securing financing, selling, or securing participation in a well or


                                       28
<PAGE>
prospect).  This right may be renewed automatically at Buyer's sole option on an
annual  basis  by Buyer tendering the payment to Seller prior to the anniversary
date.

     12.05  -OPTION  TO  PURCHASE.  Buyer  shall  have an option to purchase the
     -----------------------------
Tavener  Project  Area  3-D  Seismic  Data  by paying to Seller the costs of the
Tavener  Project  Area  3-D  Seismic Data after crediting Buyer for all optional
annual  payments  made  pursuant to section 12.03 above. This option to purchase
the  Tavener Project Area 3-D Seismic Data shall expire on the tenth anniversary
of  the Effective Time. In the event that Buyer exercises its option to purchase
the  Tavener  Project Area 3-D Seismic Data, Buyer shall grant to Seller, for no
additional  consideration,  a  permanent  license and reprocessing rights to the
Tavener  Project Area 3-D Seismic Data in form identical to the license attached
hereto  as  Exhibit  12.01,  as revised for the Tavener Project Area 3-D Seismic
Data.

     12.06-  NO  LICENSED  SEISMIC.  Save and except for the Mustang 3-D Seismic
     ------------------------------
Data,  no  seismic data licensed exclusively to Cypress E&P Corporation, whether
2-D or 3-D seismic data, shall be conveyed from Seller to Buyer. Save and except
for  the  Mustang  3-D  Seismic  Data,  licensed  2-D or 3-D seismic data is not
included  within  the  definition  of  "Properties".


                                  ARTICLE XIII
                                  ------------

                        TWO RIVERS AREA FARMOUT AGREEMENT
                        ---------------------------------

     13.01  -FARMOUT  AGREEMENT.  By  Two  Rivers  Area  Farmout Agreement dated
     --------------------------
effective  March  1,  2000,  as amended by Amendment No. 1 dated August 10, 2000
(collectively,  the  "Farmout  Agreement"),  Cypress  E&P  Corporation and Buyer
entered  into  the  Farmout  Agreement.  Cypress  E&P  Corporation  joins in the
execution  of  this  Agreement for the purpose of fully and completely releasing
the Farmout Agreement and the associated recorded liens. Cypress E&P Corporation
and  Buyer  hereby  fully  and completely release and discharge their respective
rights,  duties  and  obligations  under  the  Farmout  Agreement.  Cypress  E&P
Corporation  and  Buyer  caused  that certain Recording Supplement and Financing
Statement  to Two Rivers Area Farmout Agreement dated March 1, 2000, to be filed
for  recording  as  Instrument number 2000024534 in the Official Records of Fort
Bend  County,  Texas.  Cypress  E&P Corporation and Buyer shall execute multiple
originals  of  the  Release  of Farmout Agreement in the form attached hereto as
Exhibit  13.01  and  deliver  fully executed originals of the Release of Farmout
Agreement  to  Cypress  E&P  Corporation  and  Buyer  on  the  Closing  Date.

     13.02  -  MUTUAL  RELEASE AND DISCHARGE.  Except for Buyer's right to audit
     ---------------------------------------
the  expenses  and charges billed to Buyer pursuant to the Farmout Agreement and
to  make  claims  for  and  recover  from  Cypress  E&P Corporation any improper
expenses  and  charges  which  audit  shall  be completed within one year of the
Closing  Date,  and except for matters specifically assumed by Buyer pursuant to
this  Agreement,  Cypress  E&P  Corporation and Buyer hereby covenant not to sue


                                       29
<PAGE>
each  other and hereby, save, release, defend, fully discharge and hold harmless
each  other,  from  and against any and all judgments, assessments, liabilities,
penalties,  fines,  costs,  expenses, damages, judgments, obligations, causes of
action  or  claims  arising from, based upon, related to or in any way connected
with  the  Farmout  Agreement.

                                   ARTICLE XIV
                                   -----------

                       EXPLORATION/PARTICIPATION AGREEMENT
                       -----------------------------------

     14.01  - EXPLORATION/PARTICIPATION AGREEMENT.   Cypress E&P Corporation and
     --------------------------------------------
Buyer shall execute multiple originals of that certain Exploration/Participation
Agreement  in  the  form  attached  hereto  as  Exhibit  14.01 and deliver fully
executed  originals  of  the  Exploration/Participation  Agreement to Seller and
Westech  on  the  Closing  Date.  Seller  and Buyer covenant and agree that this
Agreement  is  made  subject  to  the  terms  and  provisions  of  the
Exploration/Participation  Agreement.



                                   ARTICLE XV
                                   ----------

                                    GENERAL
                                    -------

     15.01 - EXPENSES.  All fees, costs and expenses incurred by Buyer or Seller
     ----------------
in  negotiating  this Agreement or in consummating the transactions contemplated
by  this  Agreement  shall  be  paid  by the party incurring the same including,
without  limitation,  legal  and  accounting  fees,  costs  and  expenses.

     15.02  -  NOTICES.  All  communications  required  or  permitted under this
     -----------------
Agreement  shall  be  in  writing  to  the  following  addresses:

     All notices to Seller shall be delivered to:

                    Tavener  E&P  Ltd
                    Attn:  Robert  W.  Beardsley
                    12777  Jones  Road,  Suite  335
                    Houston,  Texas  77070

     All notices to Cypress E&P Corporation shall be delivered to:

                    Cypress  E&P  Corporation
                    Attn:  Robert  W.  Beardsley
                    12777  Jones  Road,  Suite  335
                    Houston,  Texas  77070



                                       30
<PAGE>
     All notices to Buyer shall be delivered to:

                    Westech  Energy  Corporation
                    Attn:  Edward  J.  Davies
                    4643  South  Ulster  Street,  Suite  1190
                    Denver,  Colorado  80237


     15.03  -  AMENDMENTS.  This  Agreement  may  not  be amended nor any rights
     --------------------
hereunder  waived  except  by  an  instrument in writing signed by both parties.

     15.04  -  HEADINGS.  The  headings  of  the  articles  and sections of this
     ------------------
Agreement are for guidance and convenience of reference only and shall not limit
or  otherwise  affect  any  of  the  terms  or  provisions  of  this  Agreement.

     15.05  -  COUNTERPARTS.  This Agreement may be executed by Buyer and Seller
     ----------------------
in  any  number  of  counterparts,  each  of  which  shall be deemed an original
document,  but  all  of  which  together  shall  constitute but one and the same
document.

     15.06  - REFERENCES.  References made in this Agreement, including use of a
     -------------------
pronoun,  shall  be  deemed  to  include  where applicable, masculine, feminine,
singular  or plural, individuals, partnerships or corporations.  As used in this
Agreement,  "person"  shall  mean  any natural person, corporation, partnership,
trust,  estate  or  other  entity.

     15.07  -  GOVERNING  LAW.  This Agreement and the transactions contemplated
     ------------------------
hereby  shall  be construed in accordance with, and governed by, the laws of the
State  of  Texas.

     15.08  -  ENTIRE AGREEMENT.  This Agreement (including the Exhibits hereto)
     --------------------------
constitutes  the  entire  understanding  among  the  parties with respect to the
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements  and  understandings  relating to such subject matter, except that a)
the  3-D  Seismic  License Agreement between Cypress E&P Corporation and Westech
effective  March 1, 2000 shall remain in full force and effect through and after
the  Closing  and  b)  the  existing  Farmout  Agreement dated March 1, 2000, as
amended,  together with the related Recording Supplement and Financing Statement
shall  remain  in  full force and effect until Closing at which time the parties
will  execute  the  release  contemplated  in  Section  13.01.

     15.09  -  PARTIES  IN  INTEREST.  This  Agreement shall be binding upon and
     -------------------------------
shall  inure  to  the  benefit  of,  the parties hereto and, except as otherwise
prohibited,  their  respective  successors  and assigns; and except as otherwise
stated  herein,  nothing  contained  in  this Agreement, or implied herefrom, is
intended  to  confer  upon  any  other  person or entity any benefits, rights or
remedies.

     15.10 - ASSIGNMENTS.  Prior to Closing, Buyer and Seller may not assign all
     -------------------
or any portion of their respective rights or duties under this Agreement without
the  written consent of the other party. Notwithstanding the foregoing, prior to


                                       31
<PAGE>
Closing,  Buyer  and  Seller  may assign their respective rights to an Affiliate
without  the  consent  of  the other party. This restriction on assignment shall
terminate with the Closing of the transaction contemplated by this Agreement and
shall  not  be  construed  to  be  a  requirement  that consent to assignment be
obtained  after  Closing.

     15.11  -  PUBLIC  DISCLOSURE.  The  parties  hereto  agree  that  no public
     ----------------------------
announcement,  press  release or any statement shall be made with respect to the
transactions  contemplated by this Agreement without the express written consent
of  both  parties.

     15.12  -  NOTICE  AFTER  CLOSING.  Buyer  and Seller hereby agree that each
     --------------------------------
party  shall  notify  the  other of its receipt, after each Closing Date, of any
instrument,  notification or other document affecting the Properties while owned
by  such  other  party.

     15.13  -  WAIVER  OF  DTPA.  It  is  the intent of the parties that Buyer's
     --------------------------
rights  and  remedies  with  respect to this transaction and with respect to all
acts  or  practices  of Seller, past, present or future, in connection with this
transaction shall be governed by legal principles other than the Texas Deceptive
Trade  Practices-Consumer  Protection  Act,  Tex. Bus. & Ann. Sec. 17.41 et seq.
(Vernon  1987  and  Supp.  1994)  (the  "DTPA")  or  any  similar statute of any
jurisdiction  that may be applicable to the transactions contemplated hereby. As
such,  Buyer  hereby waives the applicability of the DTPA or any similar statute
to  this  transaction  and  any and all duties, rights or remedies that might be
imposed  by  the  DTPA or any similar statute; provided, however, Buyer does not
waive  Section  17.555  of  the  DTPA.

     15.14 - SEVERABILITY.  If a court of competent jurisdiction determines that
     --------------------
any clause or provision of this agreement is void, illegal or unenforceable, the
other  clauses  and  provisions  of the Agreement shall remain in full force and
effect  and  the clauses and provisions which are determined to be void, illegal
or  unenforceable  shall  be  limited so that they shall remain in effect to the
extent  permissible  by  law.

     15.15  -  CONFIDENTIALITY AGREEMENT.   Buyer and Seller hereby covenant and
     -----------------------------------
agree,  on  behalf  of  themselves  and  their  officers,  directors, employees,
consultants  and  professionals  (jointly  referred to as "Representatives"), to
keep  confidential  and  not to disclose to any third party any of the terms and
provisions  of  this  Agreement.  Buyer and Seller shall inform their respective
Representatives  of  the  confidential  nature  of  this  Agreement,  and  their
respective Representatives shall be bound by the terms of this Agreement. In the
event  that Buyer or Seller is obligated to disclose the terms of this Agreement
pursuant  to  an Agreement in effect as of the Effective Date or becomes legally
compelled  to  disclose  the terms of this Agreement to a third party, the party
obligated  to disclose the terms of this Agreement shall provide the other party
with  prompt  written notice describing such requirement so that the other party
may  seek  a  protective order or other appropriate remedy.  Notwithstanding any
provision to the contrary, either Buyer or Seller may disclose the terms of this
Agreement  to  a  prospective  lender,  venturer,  investor or purchaser of such
party's  interests.


                                       32
<PAGE>
     15.16  - EXECUTION BY CYPRESS.  Cypress E&P Corporation hereby joins in the
     -----------------------------
execution  of  this  Agreement  to  evidence  its  agreement  to  the  matters
attributable  to  it  as  set  forth  herein.


IN  WITNESS  WHEREOF,  the  parties  have executed or caused the Agreement to be
executed  as  of  the  day  and  year  first  above  written.

                              BUYER:

                              Westech  Energy  Corporation



                              By:       _______________________
                              Name:     Edward  J.  Davies
                              Title:    President

                              SELLER:

                              Tavener E&P Ltd



                              By:       _____________________
                              Name:     Robert  W.  Beardsley
                              Title:    Member  of  Valor  E&P  LLC,  a  Texas
                                        Limited Liability Company, acting in its
                                        capacity  as  General Partner of Tavener
                                        E&P  Ltd

                              CYPRESS E&P CORPORATION


                              By:       _____________________
                              Name:     Robert  W.  Beardsley
                              Title:    President


                                       33
<PAGE>
                              SCHEDULE OF EXHIBITS

Exhibit  1.01(a)     Leases  and  Lands

Exhibit  1.01(c)     Wells  and  Equipment  Inventory

Exhibit  1.01(d)     Description  of  Bella  Vista  3-D  Seismic  Data

Exhibit  1.01(e)     Two  Rivers  Technical  Data  Inventory  and  Records

Exhibit  1.02        Excluded  Assets

Exhibit  3.01(e)     Material  Adverse  Change

Exhibit  3.01(f)     Contracts

Exhibit  3.01(j)     Pending  Litigation

Exhibit  3.01(k)     Approvals  and  Consents/Preferential  Purchase Rights

Exhibit  3.01(m)     Environmental  Matters

Exhibit  3.01(o)     Tavener  3-D  Seismic  Data

Exhibit  3.01(p)     Restrictions  on  Seller's Confidentiality/Transferability
                     of the Bella Vista 3-D Seismic Data

Exhibit  4.01(e)     Leases  to  be  Amended  Prior  to  Closing

Exhibit  6.01(1)     Escrow  Agreement

Exhibit  6.01(2)     Farmout/Beneficial  Interest  Agreement

Exhibit  7.01(d)     Consent  to  Operator  and  to  Transfer  Agreement

Exhibit  8.02(a)     Assignment,  Conveyance,  and  Bill  of  Sale

Exhibit  12.01       Seismic  License  covering  Bella Vista 3-D Seismic Data

Exhibit  12.02       Mustang  3-D  Seismic  Data

Exhibit  13.01       Release  of  Farmout  Agreement

Exhibit  14.01       Exploration/Participation  Agreement


                                       34
<PAGE>