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                                                                    EXHIBIT 10.1

                          PURCHASE AND SALE AGREEMENT

     THIS AGREEMENT, dated August 30, 2001, is by and between EEX CORPORATION, a
Texas corporation, with offices at 2500 CityWest Blvd., Suite 1400, Houston,
Texas  77042, hereinafter referred to as "Seller", and AMERADA HESS CORPORATION,
a Delaware corporation, P.O. Box 2040, Houston, Texas  77252-2040, hereinafter
referred to as "Buyer".


                                  WITNESSETH:

     That Seller desires to sell to Buyer and Buyer desires to purchase from
Seller, on the terms set forth in this Purchase and Sale Agreement (the
"Agreement"), all of Seller's right, title and interest in and to those certain
oil and gas working interests and associated assets as identified and specified
in Article 1.01 of this Agreement, hereinafter referred to, collectively, as the
"Assets."  Therefore, in consideration of the mutual promises contained herein,
the benefits to be derived by each party hereunder, as well as other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller agree as follows:


                                   ARTICLE I.
                               PURCHASE AND SALE

1.01   Purchase and Sale of Assets.  Subject to the terms and conditions of this
       Agreement, Seller offers and agrees to sell, and Buyer offers and agrees
       to purchase, as of the Effective Date hereinbelow defined, save and
       except the "Excluded Assets" as set forth in Article 1.02 herein, all of
       Seller's right, title and interest in and to the following Assets:

       (a)  The oil, gas and mineral leases described in Schedule 1.01(a),
            attached hereto (the "Lease" or "Leases"), including the working
            interests ("WI") and net revenue interests ("NRI") described in
            Schedule 1.01(a) and, with respect to the said Leases, the oil
            and/or gas wells located thereon, including those described in said
            Schedule 1.01(a) (the "Wells") along with all other right, title and
            interest of Seller in and to said Wells and in and to the associated
            leasehold;

       (b)  All of Seller's right, title and interest in and to all equipment,
            machinery, fixtures and other real, personal and mixed property
            situated on the Leases and/or used in the operation of the Assets or
            in the process of being constructed for the Assets, including,
            without limitation, wells, well equipment, casing, tubing, pumps,
            motors, fixtures, machinery, and inventory (but only inventory
            associated with the OCS-G 17358 Well No. 1) (the "Equipment");

       (c)  To the extent assignable, all of Seller's right, title and interest
            in and to operating permits, servitudes, easements,

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            rights-of-way, orders, lease agreements, royalty agreements,
            assignments, gas purchase and sale contracts, oil purchase and sale
            agreements, farmin and farmout agreements, transportation and
            marketing agreements, operating agreements, unit agreements,
            processing agreements, options and other contracts, agreements and
            rights (provided however, no rights to seismic and other geophysical
            permits, agreements or licenses are conveyed pursuant to this
            Agreement) used, or held for use, in connection with the ownership
            or operation of the Leases, including, without limitation, the
            easements and other contracts described in Schedule 1.01(c),
            attached hereto; and

       (d)  Originals, or, if originals are unavailable, clean and legible
            copies of, all of the files, records, information and data (other
            than seismic and other geophysical data which is expressly excluded
            from this Agreement) respecting the Assets in Seller's possession,
            including, without limitation, title records, abstracts, title
            opinions, title certificates, computer records, production records,
            geological data, reservoir and well information, engineering data,
            proprietary data, and all other information relating directly to the
            ownership or operation of the Assets but exclusive of (i) any such
            records, data or information where transfer of same is prohibited by
            third party agreements or applicable law, as to which Seller is
            unable to secure a waiver, (ii) the work product of Seller's legal
            counsel, excluding title opinions, and (iii) records relating to the
            Sale and Closing under this Agreement (collectively, the "Records").
            NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING BUT NOT
            LIMITED AS TO COMPLETENESS OR ACCURACY, IS MADE BY SELLER AS TO THE
            RECORDS SO SUPPLIED OR WITH RESPECT TO ASSETS TO WHICH THE RECORDS
            RELATE, AND BUYER EXPRESSLY AGREES THAT ANY CONCLUSIONS DRAWN
            THEREFROM SHALL BE THE RESULT OF ITS OWN INDEPENDENT REVIEW AND
            JUDGMENT. Seller shall have the right to retain copies of any
            originals of the Records which it provides to Buyer pursuant hereto.

1.02   Assets Excluded.  The Assets do not include any ownership in, requirement
       to utilize, or any other obligation regarding the floating production
       system, pipelines, shallow water facilities, and equipment relating
       thereto (hereinafter collectively referred to as the "Production
       System"), which is more specifically described in Schedule 1.02, and the
       agreements pertaining to the Production System.  Notwithstanding anything
       contained in this Agreement to the contrary, Seller and Buyer agree that
       Seller shall have the right to market, sell, dispose, lease or sub-lease
       the Production System to any and all parties.

                                  ARTICLE II.
                                 PURCHASE PRICE

2.01   Purchase Price.  As consideration for the sale of the Assets, subject to
       adjustments as provided for, herein, Buyer shall pay or

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       deliver to Seller at Closing, as hereinafter defined in Article IX, the
       sum of Fifty Million Dollars ($50,000,000.00) (U. S.) CASH.

       Payment of the Purchase Price shall be made by wire transfer at Closing
       as follows:

       Bank Name           Chase Bank of Texas
       Routing Number      ABA# 113000609
       Account Number      08805017306
       Bank Address        712 Main St., Houston, Texas 77002

2.02   Allocation of Purchase Price.  The "Allocated Value" for each Lease shall
       be that portion of the Purchase Price allocated to such Lease identified
       on Schedule 2.02, increased or decreased in the manner described herein.
       Any adjustments to the Purchase Price, other than those adjustments
       provided for in Article V, Title Matters, and Article VI, Environmental
       Conditions, shall be applied on a pro rata basis to the Allocated Value
       for all Assets.  After such adjustments are made, any adjustments to the
       Purchase Price made pursuant to Article V and VI shall be applied to the
       Allocated Value for the Lease affected.

2.03   Purchase Price Adjustments.  The Purchase Price shall be adjusted in the
       following manner:

       (a)  The Purchase Price shall be adjusted upward by the following
            (determined without duplication and on an accrual basis in
            accordance with generally accepted accounting principles,
            consistently applied, and on a sales, not entitlements, method of
            accounting):

            (1)   with respect to the Assets conveyed to Buyer, the amount of
                  all expenditures, net to Seller's interest, (including all
                  items customarily categorized as capital in nature or other),
                  rentals and other charges, based upon, or measured by, the
                  ownership of the Assets, paid by, or on behalf of, Seller in
                  connection with the operation of the Assets, in accordance
                  with generally accepted accounting principles and attributable
                  to the period after the Effective Date until Closing (the
                  "Adjustment Period"), expressly including, without limitation,
                  all of the lease operating expenses relating to the Assets
                  incurred and paid by the Seller to third parties (excluding
                  amounts paid in connection with the transactions contemplated
                  by the Agreement);

            (2)   with respect to the Assets conveyed to Buyer, an amount equal
                  to all prepaid expenses attributable to the Assets that are
                  paid by, or on behalf of, Seller that are, in accordance with
                  generally accepted accounting principles, attributable to the
                  Adjustment Period;

            (3)   by the value of each one-percent (or fraction thereof) of
                  increase in NRI above that set forth in Schedule 1.01(a), with
                  respect to any Lease, such value to be calculated by dividing
                  the applicable Allocated Value of such Lease by the NRI set
                  forth in said Schedule 1.01(a)

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                  for such Lease and multiplying the result thereof by the
                  increase in NRI; and

            (4)   all other adjustments applicable to Purchase Price provided
                  for in this Agreement.

       (b)  With respect to the Assets conveyed to Buyer, the Purchase Price
            shall be adjusted downward by the following (determined without
            duplication and on an accrual basis in accordance with generally
            accepted accounting principles, consistently applied, and on a
            sales, not entitlements, method of accounting):

            (1)  by the value of each one-percent (or fraction thereof) of
                 decrease in NRI below that set forth in Schedule 1.01(a), with
                 respect to any Lease, such value to be calculated by dividing
                 the applicable Allocated Value of such Lease by the NRI set
                 forth in said Schedule 1.01(a) for such well and multiplying
                 the result thereof by the decrease in NRI; and

            (2)   all other adjustments applicable to Purchase Price  provided
                  for in this Agreement

       Buyer and Seller shall execute and deliver a settlement statement,
       prepared in accordance with this Agreement and generally accepted
       accounting principles (the "Preliminary Settlement Statement"), prepared
       by Seller which shall set forth the Purchase Price and each adjustment
       and the calculation of such adjustment used to determine such amount.
       Seller shall provide Buyer with the Preliminary Settlement Statement not
       less than five (5) days prior to Closing for Buyer's review and approval.
       The term "Closing Purchase Price" shall mean the Purchase Price, adjusted
       as approved by the parties and as provided in Article 2.03, using for
       such adjustments actual costs, except where unavailable, whereupon Seller
       will use reasonable estimates of such costs.

2.04   Receipts and Credits.  Subject to the terms hereof and except to the
       extent same have already been taken into account as an adjustment to the
       Purchase Price, all monies, proceeds, receipts, credits and income
       attributable to the ownership and operation of the Assets (a) for all
       periods of time from, and subsequent to, the Effective Date, shall be the
       sole property and entitlement of Buyer, and to the extent received by
       Seller, Seller shall after such receipt, fully disclose, account for and
       transmit same to Seller promptly and (b) for all periods of time prior to
       the Effective Date, shall be the sole property and entitlement of Seller,
       and, to the extent received by Buyer, Buyer shall fully disclose, account
       for and transmit same to Seller promptly.  Subject to the terms hereof
       and except to the extent same have already been taken into account as an
       adjustment to the Purchase Price, all costs, expenses, disbursements,
       obligations and liabilities attributable to the Assets (i) for periods of
       time prior to the Effective Date, regardless of when due or payable,
       shall be the sole obligation of Seller, and Seller shall promptly pay, or
       if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless
       from and against same and (ii) for periods of time from, and subsequent
       to, the Effective Date, regardless of when due

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       or payable, shall be the sole obligation of Buyer, and Buyer shall
       promptly pay, or if paid by Seller, promptly reimburse Seller for and
       hold Seller harmless from and against same.

2.05   Overriding Royalty Interest.  Seller shall retain a one-half of one
       percent (.5% of 8/8ths) overriding royalty in the oil, gas and other
       minerals produced from the Leases.  At such time as 100,000,000 barrels
       of oil (or the equivalent thereof) have been recovered from the Leases,
       Seller's overriding royalty interest shall increase from one-half of one
       percent (.5% of 8/8ths) to a one percent (1% of 8/8ths) overriding
       royalty interest in the oil, gas and other minerals produced from the
       Leases.  The period during which this determination is made shall
       commence with the Effective Date and one hundred percent (rather than
       Buyer's share thereof) of the production recovered from the Leases shall
       be utilized to determine when the payment of the overriding royalty
       interest to Seller shall increase.  Seller's overriding royalty interest
       shall be paid at the same time, computed in the same manner and bear the
       same costs and burdens as the lessor's royalty under the Leases.
       Seller's overriding royalty interest shall be paid on the basis of 100%
       of eight-eighths of the production attributable to the Leases.  Provided
       that in the event Buyer is conveyed net revenue interests which are less
       or working interests which are more than those identified in Schedule
       1.01(a) (unless there is a corresponding increase in net revenue
       interests), prior to Closing Buyer and Seller shall agree to an
       appropriate reduction of Seller's overriding royalty interest to reflect
       Buyer owning a smaller net revenue interest or larger working interest
       than the interests identified in Schedule 1.01(a).  In the event Buyer is
       conveyed net revenue interests which are greater or working interests
       which are less than those identified in Schedule 1.01(a) (unless there is
       a corresponding decrease in net revenue interests), prior to Closing
       Buyer and Seller shall agree to an appropriate increase of Seller's
       overriding royalty interest to reflect Buyer owning a greater net revenue
       interest or smaller working interest than the interests identified in
       Schedule 1.01(a).  For the purposes of this determination, six (6) McF of
       gas shall be considered equivalent to one (1) barrel of oil.

2.06   Effective Date.  The Effective Date of the Sale of the Assets described
       in Article 1.01 shall be June 1, 2001, as of 7:00 A.M., local time.

2.07   Enterprise Development Carry.  Pursuant to Section 9.3 of the Exploration
       and Participation Agreement dated June 30, 1997 ("E&PA") between Enserch
       Exploration, Inc. and Enterprise Oil Gulf of Mexico Inc. ("Enterprise"),
       Seller is to receive a carry of ten million dollars ($10,000,000.00) on
       the First Development (as defined in the E&PA) from Enterprise ("the
       $10,000,000 carry").  Prior to Closing, Seller shall elect to assign such
       right to receive the $10,000,000 carry to Buyer or to negotiate a new
       agreement regarding the $10,000,000 carry with Enterprise.  In the event
       that Seller elects to assign the $10,000,000 carry to Buyer, Buyer agrees
       that within ten business days of receipt of any benefit from the
       $10,000,000 carry, it will pay or assign such benefit to Seller.  In the
       event Enterprise fails to give its consent to the assignment of the
       $10,000,000 carry to Buyer, Seller shall have the right to pursue

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       any remedies it feels necessary against Enterprise and Buyer shall have
       no obligation to Seller regarding such $10,000,000 carry until such time
       that Enterprise's consent to the assignment is received. Seller shall
       indemnify and hold harmless Buyer regarding any costs, claims, causes of
       action, demands or liabilities regarding the $10,000,000 carry. Under no
       circumstances shall the Assets be subject to or Buyer be subject to the
       E&PA, and Buyer shall have no obligations to Seller or Enterprise under
       said agreement.

                                  ARTICLE III.
                                     TAXES

3.01   Payment of Taxes.  The parties do not consider that the transaction
       contemplated by this Agreement is subject to taxation.  However, any
       taxes or fees (other than Seller's federal, state or local income taxes)
       directly associated with this sale will be borne by Buyer.  Seller shall
       be liable and responsible for any and all taxes of whatsoever kind or
       nature relating to the Assets arising or accruing prior to the Effective
       Date.  Buyer shall be liable and responsible for the payment of any and
       all taxes relating to the Assets from and after the Effective Date.  Each
       party shall be responsible for its own income taxes, if any, as may
       result from the transaction contemplated hereby.

                                  ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

4.01   Seller's Representations and Warranties.  Except as otherwise provided in
       Article 4.01(b)(5), Seller represents and warrants, as of the Effective
       Date and the date of this Agreement, the following.  For purposes of this
       Agreement, references to the "best of Seller's knowledge" means the
       actual and current knowledge of Seller's officers and managers, without
       any duty of investigation by such officers and managers.

       (a)  Legal Status and Authority:

            (1)   Seller is a corporation, duly organized and validly existing,
                  in good standing, under the laws of Seller's state of
                  incorporation.  Seller has the power and authority to own the
                  Assets and to carry on its business as now conducted and to
                  enter into and to carry out the terms of this Agreement.

            (2)   The execution and delivery of this Agreement and the
                  consummation of the transactions contemplated hereby have been
                  duly authorized by all necessary corporate action and Seller
                  is not subject to any by-law, operating agreement, lien or
                  encumbrance of any kind, agreement, instrument, order or
                  decree of any court or governmental body which would prevent
                  consummation of the transactions contemplated by this
                  Agreement or which will not be released or waived prior to
                  Closing.

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            (3)   Other than as provided for in Schedule 4.01(a)(3) (for which
                  Seller shall remain liable), Seller is not a party to, or in
                  any way obligated under, nor does Seller have any knowledge
                  of, any contract or outstanding claim for the payment of any
                  broker's or finder's fee which Seller is obligated to pay in
                  connection with the origin, negotiation, execution, or
                  performance of this Agreement for which Buyer could be held
                  responsible.

            (4)   The consummation of this transaction will not violate or cause
                  a default under (i) any by-law or other provision of any of
                  Seller's corporate governing documents; (ii) any material
                  provision of any material contract or agreement or of any bank
                  loan, indenture or credit agreement to which Seller is a
                  party; (iii) any law, ordinance, rule or regulation of any
                  governmental authority; or (iv) any applicable order, writ,
                  judgment or decree of any court or other competent authority
                  and will not result in the creation of any lien, charge or
                  encumbrance on any of the Assets.

            (5)   Except for routine change of operator filings and approvals
                  required to be obtained from governmental entities who are
                  lessors under the Leases or who administer such Leases on
                  behalf of such lessors and which are customarily obtained
                  post-closing, no authorization, consent or approval of, or
                  filing with, any governmental authority is required to be
                  obtained or made by Seller for the execution and delivery by
                  Seller of this Agreement and the consummation by Seller of the
                  transaction contemplated hereunder.  No authorization, consent
                  or approval of any non-governmental third party is required to
                  be obtained by Seller for the execution and delivery of this
                  Agreement or the consummation by Seller of the transaction
                  contemplated hereunder, except such prior written consents as
                  are set forth in Schedule 4.01 (a)(5), attached hereto.  The
                  transaction contemplated is not subject to any prior
                  preferential right or option to purchase in favor of any third
                  party, except such preferential rights as described in said
                  Schedule 4.01 (a)(5).

            (6)   This Agreement has been duly executed and delivered by Seller,
                  and all documents and instruments required hereunder to be
                  executed and delivered by Seller at Closing will be duly
                  executed and delivered by Seller.  This Agreement and all such
                  documents and instruments constitute legal, valid and binding
                  obligations of Seller enforceable in accordance with their
                  terms, subject, however, to the effects of bankruptcy,
                  insolvency, reorganization and other similar laws affecting
                  creditors' rights generally and as limited by general
                  equitable principles.

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       (b) Information and Data Regarding Assets.

            (1)   Seller is not obligated by virtue of a prepayment arrangement,
                  make-up right under a production sales contract containing a
                  "take or pay" or similar provision, production payment, a gas
                  imbalance or any other arrangement, to deliver hydrocarbons or
                  proceeds from the sale thereof, attributable to the Assets at
                  some future time without then or thereafter receiving the full
                  contract price therefor.  There are no production imbalances
                  as of the Effective Date with respect to the Assets.

            (2)   Other than as provided for in Schedule 4.01(b)(2), no person
                  or entity has any call upon, option to purchase or similar
                  right to obtain production from the Assets other than pursuant
                  to renewal rights or automatic renewal provisions contained in
                  existing production sales contracts cancelable upon thirty
                  (30) days' written notice by Seller.

            (3)   All taxes imposed or assessed with respect to or measured by
                  or charged against or attributable to the Assets have been, or
                  will be, duly and timely paid.

            (4)   To the best of Seller's knowledge, the Assets have been
                  operated in accordance with all rules and regulations of all
                  governmental authorities having or asserting jurisdiction
                  relating to the ownership and operation of the Assets.

            (5)   Seller represents and warrants, as of the date of this
                  Agreement and through the Closing Date (as defined hereafter),
                  that to the best of Seller's knowledge, Seller has not
                  created, nor caused to be created, nor does there presently
                  exist, under any contract or by operation of law, any liens
                  (excluding any unasserted or inchoate materialmen's,
                  mechanics' or similar liens or charges arising in the ordinary
                  course of business and operation of the Assets), mortgages,
                  encumbrances or other burdens in or on the Assets.

            (6)   To the best of Seller's knowledge and except for those
                  agreements entered into by Enterprise Oil Gulf of Mexico, Inc.
                  as operator of the OCS-G 17358 Well #1 (the "Llano Operator"),
                  Seller has made and will make available prior to Closing for
                  examination the Records and all applicable written agreements,
                  correspondence, reports, required safety plans, compliance
                  statements or other documents of which Seller is aware that
                  materially affect the Assets, including, but not limited to,
                  applicable operating agreements, joint venture agreements, tax
                  partnership agreements, product purchase and sale agreements,
                  farmout agreements and "area of mutual interest" agreements,
                  and all such material agreements are listed on Schedule
                  1.01(c), hereto, it being understood that at Closing the
                  Assets will be

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                  delivered to Buyer free and clear of all mortgages, deeds of
                  trust, liens, encumbrances and other similar claims, including
                  those relating to the Production System.

            (7)   To the best of Seller's knowledge, Seller or the Llano
                  Operator has obtained all permits, licenses and other
                  authorizations which are presently required under federal,
                  state and local laws for the operation of the Assets or with
                  respect to pollution or protection of the environment relating
                  to the Assets, including laws relating to actual or threatened
                  emissions, discharges or releases of pollutants, raw
                  materials, products, contaminants or hazardous or toxic
                  materials, surface water, ground water or land or otherwise
                  relating to the manufacture, processing, distribution, use,
                  treatment, storage, disposal, transport or handling of
                  pollutants, contaminants or hazardous or toxic materials or
                  wastes, except to the extent the failure to obtain or file
                  such permits, licenses and other authorizations would not
                  result in, or reasonably be expected to result in, any
                  material liability or loss to Buyer or the Assets or adversely
                  affect the ability of Buyer to operate same.

            (8)   Since June 2, 2001, Seller has received no notice of any
                  proposed or contemplated modifications of any existing Unit or
                  Units or the establishment of new Units affecting the Assets
                  or amendments to or modifications or revisions of the unit
                  order or orders establishing same which would have an adverse
                  impact upon the Assets to be conveyed pursuant to this
                  Agreement.

            (9)   To the best of Seller's knowledge, none of the operations of
                  Seller relating to the Assets are now subject to federal or
                  state investigation directed toward evaluating whether any
                  remedial action involving a material expenditure is needed to
                  respond to a release or discharge of any toxic or hazardous
                  waste or substance into the environment, and Seller has no
                  material contingent liability in connection with any release
                  or discharge of any toxic or hazardous waste or substance into
                  the environment from Seller's Assets.

       (c)  Litigation.  There is no demand, action, administrative proceeding,
            lawsuit or governmental inquiry relating to the Assets pending or,
            to the best of Seller's knowledge, threatened, except such as are
            set forth in Schedule 4.01(c), with respect to which identified
            lawsuits, Seller shall retain specific responsibility and liability
            therefor.

       (d)  Equipment and Personal Property.  To the best of Seller's knowledge,
            all equipment and personal property currently used on the Assets
            have been maintained in an operable state of repair consistent with
            the customary standards in the industry, except for such failures to
            maintain as would not, individually or in the aggregate, have a
            material adverse effect on the value of the Assets or continued
            operation of

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            the Assets. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY, WHETHER
            EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW OR STATUTE OF THE
            MERCHANTABILITY, FITNESS FOR ANY PURPOSES, QUANTITY, QUALITY OR
            CONDITION OF ANY OF THE ASSETS. ALL WELLS, PERSONAL PROPERTY,
            MACHINERY, EQUIPMENT AND FACILITIES THEREIN, THEREON AND APPURTENANT
            THERETO, SHALL BE CONVEYED BY SELLER AND ACCEPTED BY BUYER PRECISELY
            AND ONLY "AS IS, WHERE IS, AND WITH ALL FAULTS AND WITHOUT
            WARRANTY." SELLER DOES NOT WARRANT THE ASSETS TO BE FREE FROM
            REDHIBITORY DEFECTS, LATENT OR APPARENT, AND BUYER SPECIFICALLY
            WAIVES ANY CLAIM FOR A REDUCTION OR ADJUSTMENT IN THE PURCHASE PRICE
            BASED UPON REDHIBITION OR QUANTI MINORIS OR ACTION OF EVICTION ON
            ACCOUNT OF CONDITION OR MERCHANTABILITY OF THE ASSETS. BUYER
            ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF
            BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND
            KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND/OR
            WARRANTY AGAINST REDHIBITORY VICES AND DEFECTS.

4.02   Buyer's Representations and Warranties: Buyer represents and warrants, as
       of the Effective Date and the date of this Agreement, as follows:

       (a)  Legal Status and Authority:

            (1)   Buyer is a corporation duly organized and validly existing, in
                  good standing, under the laws of the state of its organization
                  and has the power and authority to own its property and to
                  carry on its business, as now conducted, and to enter into and
                  to carry out the terms of this Agreement.

            (2)   The execution and delivery of this Agreement and the
                  consummation of the transactions contemplated hereby have been
                  duly authorized by all necessary action on behalf of Buyer,
                  and Buyer is not subject to any charter, by-law, lien or
                  encumbrance of any kind, agreement, instrument, order or
                  decree of any court or governmental body which would prevent
                  consummation of the actions contemplated by this Agreement.

            (3)   Buyer is not a party to, or in any way obligated under, nor
                  does Buyer have any knowledge of, any contract or outstanding
                  claim for the payment of any broker's or finder's fee in
                  connection with the origin, negotiation, execution or
                  performance of this Agreement for which Seller could be held
                  responsible.

            (4)   Buyer shall make a good faith effort to comply with all
                  applicable laws, ordinances, rules and regulations and obtain
                  and maintain all permits required by public authorities in
                  connection with the Assets purchased, except when such failure
                  to comply or obtain shall not have a material adverse effect.

            (5)   This Agreement, when executed and delivered, constitute the
                  legal, valid and binding obligation of Buyer,

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                  enforceable in accordance with its terms, except as limited by
                  bankruptcy, insolvency, reorganization and other similar laws
                  affecting creditors' rights generally and as limited by
                  general equitable principles.

             (6)  There are no pending suits, actions or other proceedings in
                  which Buyer is a party which effect the execution and delivery
                  of this Agreement or the consummation of the transactions
                  contemplated hereby.

             (7)  Neither the execution and delivery of this Agreement, nor the
                  consummation of the transactions contemplated hereby, nor the
                  compliance with the terms hereof, will result in any default
                  under any agreement or instrument to which Buyer is a party or
                  by which the Assets are bound, or violate any order, writ,
                  injunction, decree, statute rule or regulation applicable to
                  Buyer or to the Assets.

       (b)  Condition of the Assets:

            (1)   Prior to Closing, Buyer will have made, or arranged for others
                  to have made, an inspection of the Assets.  Buyer is solely
                  responsible for conducting its own due diligence and
                  inspection of the Assets.  Buyer will have also had the full
                  right and opportunity to ask questions of Seller, its
                  employees, agents and representatives.  Buyer assumes full
                  responsibility for any conclusions or analyses relating to the
                  Assets and Buyer's decision to purchase same.  Buyer accepts
                  all personal or tangible property described in Article 1.01(b)
                  in "as is, where is and with all faults" condition, with an
                  express acceptance and understanding of the representations
                  and disclaimers contained herein.

            (2)   Buyer represents that it is not otherwise prevented from
                  having the Assets transferred to Buyer, and Buyer is
                  authorized to operate and own said Assets.

            (3)   Buyer is engaged in the business of exploring for or producing
                  oil and gas or other valuable minerals as an ongoing business,
                  and Buyer is a sophisticated buyer, knowledgeable in the
                  evaluation and acquisition of oil and gas properties, and is
                  acquiring the Assets based on its own evaluation.

            (4)   Buyer is acquiring the Assets for its own benefit and account
                  and not with the intent of selling such Assets in a manner
                  that would be subject to regulation under federal or state
                  securities laws.

                                   ARTICLE V.
                                 TITLE MATTERS

5.01   After the date of this Agreement and until Closing, Seller shall make all
       records and documents in Seller's possession affecting

                                       11
<PAGE>

       Seller's title to the Assets available to Buyer and/or its
       representatives at Seller's office, or such other place as deemed
       appropriate by Seller, during normal business hours for examination by
       Buyer. Seller shall not be obligated to perform any additional title
       work, and any abstracts and title opinions will not be made current by
       Seller.

       NO WARRANTY OF ANY KIND IS MADE BY SELLER AS TO THE INFORMATION SUPPLIED,
       EXCEPT THAT ANY SUCH DOCUMENTS PROVIDED BY SELLER ARE TRUE AND CORRECT
       COPIES OF MATERIALS PROVIDED OR MADE AVAILABLE AND TO THE BEST OF
       SELLER'S KNOWLEDGE ARE NOT INCORRECT OR INACCURATE IN ANY MATERIAL
       RESPECT.  BUYER AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM SHALL BE THE
       RESULT OF ITS OWN INDEPENDENT REVIEW AND JUDGMENT.

5.02   Definition of Title Defect.  The term "Title Defect," as used herein,
       shall mean any one or more of the following:

       (a)  Seller's title as of the Effective Date is subject to an outstanding
            mortgage, deed of trust, lien or encumbrance or similar claim;

       (b)  Seller's net revenue interest in the Leases is less than the net
            revenue interest which is set forth in Schedule 1.01(a) for such
            Leases, or Seller's working interest in the Leases is more than the
            working interest shown on Schedule 1.01(a) for such Leases;

       (c)  Seller is in default under a provision of a Lease, agreement or
            other contract affecting the Assets with respect to a material
            obligation pertaining to any of the Assets; and

       (d)  Seller's rights and interests in the Assets as specified in the
            schedules to this Agreement are subject to being reduced by virtue
            of the exercise by or entitlement of a third party, of a
            reversionary, post penalty recoupment, back-in or similar right not
            reflected or provided for in any of the agreements or other
            materials set forth in Schedule 1.01(c).

5.03   Permitted Encumbrances.  The following Permitted Encumbrances shall not
       be considered Title Defects:

       (a)  Lessors' royalties, overriding royalties, reversionary interests and
            similar burdens, provided that such burdens do not reduce the NRI
            for any Lease or Well below that NRI set forth in Schedule 1.01(a);

       (b)  Division orders and sales contracts terminable without penalty upon
            no more than thirty (30) days' notice and those listed in Schedule
            4.01(b)(2);

       (c)  Preferential rights to purchase and restrictions on assignment of
            the type generally found in the oil and gas industry, with respect
            to which waivers or consents shall have been obtained from the
            appropriate parties or the time period for making a preferential
            right election has expired;

                                       12
<PAGE>

       (d)  Materialmen's, mechanics', repairmen's, employees', contractors',
            operators', tax and other similar liens or charges arising in the
            ordinary course of business (i) if they have not been filed pursuant
            to law, (ii) if filed, they have not yet become due and payable or
            payment is being withheld as provided by law, or (iii) if their
            validity is being contested in good faith by appropriate action;

       (e)  All approvals or 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
            they are customarily obtained subsequent to the sale or conveyance;

       (f)  All rights reserved to or vested in any governmental, statutory or
            public authority to control or regulate any of the leasehold
            interests in any manner, and all applicable laws, rules and orders
            of governmental authority;

       (g)  Any Title Defects as Buyer may have expressly waived in writing or
            which are deemed to have been waived under this Agreement.

5.04.    Notice of and Remedies for Title Defect.

       (a)  Upon discovery of a Title Defect, Buyer shall promptly notify
            Seller, in writing, of the nature of the Title Defect, shall furnish
            Seller with Buyer's basis for the assertion of such Title Defect and
            data in support thereof and shall furnish Seller with the proposed
            reduction in the Purchase Price attributable to such Title Defect.

       (b)  Upon receipt of such notice, Seller, at its discretion, shall have
            the right to choose one of the following options:

            (1)   to cure the Title Defect at Seller's expense, either prior to
                  Closing or, at Seller's sole discretion, the parties shall
                  proceed to close, even as to the singular asset subject to the
                  asserted Title Defect, and Seller, for a period of sixty (60)
                  days after Closing, shall have the right to attempt to cure
                  those Title Defects that Seller elects to cure after Closing
                  (the "Curative Period").  During the Curative Period, that
                  portion of the Purchase Price allocated to the singular Asset
                  subject to the Title Defect shall be deposited in an escrow
                  account established by Seller and Buyer for the duration of
                  the Curative Period.  If Seller completes curative action
                  which removes the Title Defect within the Curative Period, the
                  allocated portion of the Purchase Price, plus interest, in the
                  escrow account shall be disbursed to Seller.  If such Title
                  Defect is not cured by the end of the Curative Period, the
                  singular Asset affected shall be re-conveyed to Seller, on
                  such terms as if the affected Asset had never been conveyed to
                  Buyer, and the allocated portion of the Purchase Price in the
                  escrow account, plus interest, shall be disbursed to Buyer;

                                       13
<PAGE>

            (2)   to reduce the Purchase Price by a mutually agreeable amount;
                  or

            (3)   to exclude the affected Asset from the sale and reduce the
                  Purchase Price by an amount equal to the value of such
                  excluded Asset as set forth in Schedule 2.02.

       (c)  Any Title Defect which is not disclosed to Seller by Buyer by the
            day before Closing shall conclusively be deemed waived by Buyer for
            all purposes, except those that would constitute a breach by Seller
            of its limited warranty obligations as specified in the form of
            Assignment, Bill of Sale and Conveyance referenced hereafter in
            Article 9.02(a).

       (d)  If Seller elects to cure a Title Defect but is successful in only
            curing the defect partially (e.g., the initial effect of the Title
            Defect is the reduction of Seller's NRI by 5%; however, after
            Seller's curative effort Seller's NRI is reduced by only 3%), the
            value of the Title Defect shall be proportionately reduced.

5.05   If a Title Defect is based upon Buyer's notice that Seller owns a lesser
       NRI or the notice is from Seller to the effect that Seller owns a greater
       NRI than that shown on Schedule 1.01(a), then the Purchase Price shall be
       reduced or increased, as appropriate, based upon the amount allocated to
       the affected Asset on Schedule 2.02 (the "Allocation Exhibit"), attached
       hereto.  In the event of Title Defects which Seller, after notification
       as herein provided, elects not to cure, or exclude the affected Asset, as
       provided above in Article 5.04, or cannot cure, prior to expiration of
       the Curative Period, and which would cumulatively cause the reduction of
       the Purchase Price by more than twenty (20%) percent, then Seller or
       Buyer may terminate this Agreement without any liability whatsoever to
       the other.

                                  ARTICLE VI.
                            ENVIRONMENTAL CONDITIONS

6.01   Buyer's Access to Assets.  Buyer and its employees and representatives
       shall, subject to any necessary third party approvals, and at Buyer's
       sole risk and expense, be given access to all facilities, properties,
       personnel, books, records and other pertinent information within the
       possession of Seller relating to the operation of the Assets.  Such
       access shall be at Buyer's sole risk, cost and expense and 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, 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 any personal injury to or death of any persons or damage to
       property occurring to or on the Assets as a result of Buyer's exercise of
       its rights under this Article 6.01, whether latent or patent or whether
       or not such personal injury, death or property damage is caused by
       SELLER'S (OR ITS AGENTS, EMPLOYEES OR

                                       14
<PAGE>

       CONTRACTORS) (I) ACTIVE NEGLIGENCE, PASSIVE NEGLIGENCE, JOINT NEGLIGENCE
       OR CONCURRENT NEGLIGENCE; OR (II) STRICT LIABILITY. 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
       Assets. Seller shall have the right at all times and at its own expense
       to participate in the preparation for and conducting of any hearing or
       trial related to the indemnity set forth in this Section, as well as the
       right to appear on its own behalf or to retain separate counsel to
       represent it at any such hearing or trial. Buyer's investigation shall be
       conducted in a manner that minimizes any interference with the normal
       operation of the Assets. Provided that there are no agreements with third
       parties restricting the right to make copies of the information involved,
       Buyer may photocopy information that it reviews at Buyer's expense.
       Neither Buyer nor agents, representatives or consultants of Buyer shall
       conduct any environmental testing or sampling on, or with respect to, the
       Assets prior to Closing, without the prior written consent of Seller,
       which consent shall not be unreasonably withheld. Any information
       obtained by Buyer under this Article 6.01 shall remain confidential and
       shall not be disclosed, except to Seller and Buyer's agents, partners,
       bankers and consultants, without Seller's prior written consent, unless
       required pursuant to order of a court or governmental agency exercising
       proper jurisdiction over the Assets and the environmental matters
       relating thereto, or in order to comply with any obligation imposed upon
       Buyer under applicable law.

6.02   Notice of and Remedies for Material Adverse Environmental Condition(s).
       Upon discovery of a Material Adverse Environmental Condition [herein
       defined as a condition which (a) is required to be immediately remediated
       under applicable environmental laws in effect on the Effective Date; and
       (b) the cumulative cost to remediate all such conditions to lawfully
       acceptable levels will exceed, as to Buyer's share, the sum of
       $1,000,000.00], Buyer shall immediately notify Seller, in writing, of the
       nature of such conditions and shall furnish Seller with Buyer's basis for
       the assertion of same along with data in support thereof.  In the event
       the Buyer has properly notified Seller of one or more environmental
       conditions which, alone or together, constitute a Material Adverse
       Environmental Condition, Seller shall select one of the following options
       at its sole discretion:

       (a)  remedy the Material Adverse Environmental Condition(s) at its own
            expense and to the satisfaction of Buyer or the appropriate
            governmental authority prior to Closing or as soon as thereafter
            practicable;

       (b)  reduce the Purchase Price by an amount equal to the cost of the
            remediation of the Material Adverse Environmental Condition(s), as
            mutually agreed upon by Seller and Buyer;

       (c)  exclude the affected Asset from the sale and reduce the Purchase
            Price by an amount equal to the Allocated Value of the affected
            Asset as set forth in Schedule 2.02 or, if there is no allocated
            value to the affected Asset, or the portion thereof, then by an
            amount mutually agreed upon; or

                                       15
<PAGE>

       (d)  with respect to such Material Adverse Environmental Condition(s),
            indemnify and hold Buyer harmless against any and all claims arising
            directly out of such condition(s), subject to Buyer's consent.

       In the event of Material Adverse Environmental Conditions for which costs
       to remediate would cumulatively exceed twenty percent (20%) of the
       Purchase Price, then Seller or Buyer may terminate this Agreement without
       any liability whatsoever to the other.

       Any Material Adverse Environmental Condition which is known by Buyer and
       is not disclosed by Buyer to Seller at least five (5) days prior to
       Closing shall conclusively be deemed waived by Buyer for all purposes.

6.03   BUYER'S RELEASE AND INDEMNITY.  SUBJECT TO THE PARTIES CLOSING ON THE
       PROPERTIES AND EXCEPT TO THE EXTENT HEREIN OTHERWISE PROVIDED, BUYER
       HEREBY RELEASES SELLER, SELLER'S SUBSIDIARIES AND AFFILIATES, AND THE
       OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS
       OF EACH ("SELLER INDEMNIFIED PARTIES") FROM ANY AND ALL LIABILITY AND
       RESPONSIBILITY AND AGREES TO FULLY DEFEND, PROTECT, INDEMNIFY AND HOLD
       HARMLESS AND RENDER WHOLE SELLER INDEMNIFIED PARTIES FROM ANY AND ALL
       CLAIMS, CAUSES OF ACTION, FINES, EXPENSES (INCLUDING, BUT NOT LIMITED TO,
       REASONABLE ATTORNEYS' FEES, COSTS OF COURT, CONSULTANTS AND
       INVESTIGATIONS), COSTS, LOSSES AND LIABILITIES WHATSOEVER MADE OR
       ASSERTED BY BUYER, ITS AGENTS OR SUCCESSORS OR BY ANY THIRD PARTY OR
       PARTIES (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL AGENCIES) IN
       CONNECTION WITH THE ENVIRONMENTAL CONDITION OF THE ASSETS, ARISING UNDER
       APPLICABLE FEDERAL, STATE AND LOCAL LAW, INCLUDING, WITHOUT LIMITATION,
       THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT
       OF 1980, 42 U.S.C., SECTION 9601, ET SEQ., AS AMENDED, ("CERCLA"), THE
       RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED, THE CLEAN AIR
       ACT, 42 U.S.C., SECTION 7401, ET SEQ., AS AMENDED, THE FEDERAL WATER
       POLLUTION ACT OF 1990, 33 U.S.C., SECTION 1251, ET. SEQ., AS AMENDED, AND
       THE OIL POLLUTION ACT OF 1990, 33 U.S.C., SECTION 2701, ET SEQ., AS
       AMENDED, (THE "LAWS") WHEN SUCH CONDITION IS CAUSED BY EVENTS OR
       OPERATIONS OR ACTIVITIES ORIGINATING BEFORE OR AFTER THE EFFECTIVE DATE.
       SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER,  BUYER'S SUBSIDIARIES,
       AFFILIATES AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
       REPRESENTATIVES AND AGENTS OF EACH HARMLESS FROM ANY AND ALL CLAIMS,
       CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND LIABILITIES
       WHATSOEVER BROUGHT BY OR IN FAVOR OF ANY PERSON OR PARTY IN CONNECTION
       WITH THE ENVIRONMENTAL CONDITION OF THE ASSETS, KNOWN OR UNKNOWN, ARISING
       UNDER THE LAWS WHEN SUCH CONDITION WAS CAUSED OR CREATED BY EVENTS OR
       OPERATIONS OR ACTIVITIES ORIGINATING PRIOR TO THE EFFECTIVE DATE SO LONG
       AS SUCH CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND
       LIABILITIES ARE ASSERTED AGAINST OR COME TO THE ATTENTION OF SELLER OR
       BUYER WITHIN ONE YEAR AFTER THE CLOSING.

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<PAGE>

                                  ARTICLE VII.
                             ADDITIONAL AGREEMENTS

7.01   Seller's Disclaimer.  Except for the representations made in Article 4.01
       herein, Seller disclaims all liability or responsibility for any
       statement, information or data made or communicated (orally or in
       writing) to Buyer, its affiliates, or any stockholder, officer, director,
       employee, agent, advisor or representative of either (including, but not
       limited to, any opinion, information or advice which may have been
       provided to any such party by any representative of Seller or any other
       party), wherever or however made.  Seller makes no representation or
       warranty as to (i) the amounts, value, quality, or deliverability of
       hydrocarbons from the Assets, (ii) any geological, geophysical or other
       interpretations with respect to the Assets and (iii) any economic
       forecasts, in each case whether contained in any material furnished to
       Buyer by Seller, its officers, directors, employees, agents, advisors,
       representatives or otherwise.  Buyer expressly acknowledges and accepts
       Seller's disclaimer.  All data, information and other materials furnished
       by Seller are provided to Buyer as a convenience, and reliance on, or use
       of, such information or materials is at Buyer's sole risk.

7.02   Operations Prior to Closing.  After the date of this Agreement and prior
       to Closing, Seller shall use its best efforts to have the Assets operated
       and maintained (including the continuance of insurance coverage) in
       substantially the same manner as prior to the date of this Agreement.
       Seller will continue to pay all bills, debts, expenses and charges
       relating to the Assets in the normal course of business.  Except for
       those activities covered by the Authorizations for Expenditure ("AFEs")
       listed on Schedule 7.02, Seller shall not enter into any single agreement
       or transaction in relation to the Assets, without Buyer's prior
       agreement, except with unaffiliated third parties which (i) individually
       involve a fair market value of less than $50,000.00 and (ii) are entered
       into in a manner consistent with past practices.  With respect to
       expenditures which arise anew during the period between the Effective
       Date and Closing, Seller shall submit such proposal to Buyer for
       concurrence.  Buyer will assume the risk of any consequences which arise
       as a result of Buyer's failure or refusal to approve such expenditure.
       Except for those activities covered by the Authorizations for Expenditure
       ("AFEs") listed on Schedule 7.02, unless Buyer and Seller otherwise
       agree, Seller shall not materially alter the Assets (other than the use
       of supplies and consumables) or remove any improvements, equipment or
       property which comprise the Assets (other than the use of supplies and
       consumables), with the exception of individual Assets (i) involving a
       fair market value of less than Twenty Five Thousand ($25,000.00) Dollars
       and (ii) sold or transferred to unaffiliated third parties or disposed of
       or consumed in the ordinary course of business.  Seller shall promptly
       notify Buyer of any claims, audits or legal actions, threatened or
       instituted, or any other material adverse event or occurrence involving
       or affecting the Assets.  Seller agrees to advise and consult with Buyer
       on all material matters relating to the Assets.  Prior to the effective
       date of the assignments conveying the Assets to Buyer, as provided in
       Article 24.1.2 of that certain Unit

                                       17
<PAGE>

       Operating Agreement-Garden Banks Block 388 Unit, dated effective April 1,
       2001 ("UOA"), Seller agrees to (1) seek and comply with Buyer's
       instructions pertaining to any voting matter pursuant to the UOA; and (2)
       use all reasonable efforts to effect Buyer's representation in all matter
       pertaining to the Assets. Prior to Closing, should any Development Plan,
       as such is defined in the UOA, be approved for the Assets, which, in
       Buyer's sole opinion, materially reduce the value of the Assets, Buyer
       shall have the right, but not the obligation, to terminate this Agreement
       without recourse against Buyer by Seller.

7.03   ASSUMPTION OF LIABILITIES AND INDEMNIFICATION.  Buyer hereby expressly
       covenants and agrees to assume and fully comply with (i) all liabilities,
       duties and obligations that arise from ownership or operation of the
       Assets after the Effective Date; (ii) all liabilities and obligations
       with respect to plugging, abandoning, removing, disposing and restoring
       the Assets, all in accordance with applicable federal, state and local
       laws and the terms and conditions of the Leases and associated contracts;
       (iii) all duties, liabilities and obligations under the Leases arising
       after the Effective Date, including, without limitation, the proper and
       timely payment of royalty burdens, as well as any third party contracts
       or agreements affecting the Assets in existence as of the Effective Date;
       and (iv) all other duties, liabilities and obligations specifically
       assumed by Buyer under this Agreement (the "Assumed Obligations").

       Buyer shall indemnify and defend Seller, Seller's subsidiaries and
       affiliates and the officers, directors, shareholders, agents,
       representatives and employees of each ("Seller Indemnified Parties")
       against any and all such losses, claims, suits, controversies,
       liabilities and expenses, arising out of, or in connection with the
       Assumed Obligations.

       Buyer further agrees to indemnify, release, defend and hold Seller
       Indemnified Parties harmless from and against any and all damages,
       losses, expenses (including, but not limited to, court costs, attorneys'
       fees, consultant fees and investigative costs and fees) and all other
       costs and liabilities arising as a result of claims, demands and all
       other causes of action arising out of an event or omission originating
       subsequent to the Effective Date.  Except as otherwise provided for in
       Article 6.03, Seller agrees to indemnify, defend and hold Buyer its
       officers, directors, shareholders, employees, representatives and agents
       harmless from any and all claims, causes of action, fines, expenses
       (including, but not limited to, court costs, attorneys' fees, consultant
       fees and investigative costs and fees) and all other costs, losses and
       liabilities arising as a result of claims arising out of: (1) an event or
       omission originating prior to the Effective Date; or (2) in any way
       pertaining to the Production System.

7.04   Seller shall not be required, under any circumstances, to indemnify Buyer
       or pay in connection with or with respect to the transactions
       contemplated in this Agreement any amount exceeding, in the aggregate,
       the Purchase Price.

                                       18
<PAGE>

                                 ARTICLE VIII.
                        CONDITIONS PRECEDENT TO CLOSING

8.01   Seller's Conditions Precedent.  The obligations of Seller to consummate
       the transaction contemplated by this Agreement are subject to each of the
       following conditions:

       (a)  Buyer shall have performed and complied, in all material respects,
            with all terms of this Agreement required to be performed by, or
            complied with, by Buyer prior to Closing.

       (b)  No action or proceeding by any third party or by or before any
            governmental authority shall have been instituted or threatened (and
            not subsequently dismissed, settled or otherwise terminated) which
            might restrain, prohibit or invalidate any of the transactions
            contemplated by this agreement, other than an action or proceeding
            instituted or threatened by Seller or any of its affiliates.

       (c)  Buyer's Representations and Warranties set forth herein are true and
            correct in all material respects at the time of Closing, as though
            made on Closing Date.

       (d)  The Purchase Price has not been reduced in an amount in excess of
            twenty (20%) percent as a result of a portion of Seller's title
            having been found to suffer from uncured Title Defects or
            unremediated Material Adverse Environment Condition(s), as
            hereinabove defined, unless Seller otherwise elects.

       (e)  If applicable, the parties have agreed to a price reduction or
            increase as provided for under this Agreement.

8.02   Buyer's Conditions Precedent.  The obligation of Buyer to consummate the
       transactions contemplated by this Agreement is subject to each of the
       following conditions precedent:

       (a)  Seller shall have performed and complied, in all material respects,
            with all terms of this Agreement required to be performed by, or
            complied with, by Seller prior to Closing.

       (b)  Seller's Representations and Warranties set forth herein are true
            and correct in all material respects at the time of Closing, as
            though made on the Closing Date.

       (c)  No action or proceeding by any third party or by or before any
            governmental authority shall have been instituted or threatened (and
            not subsequently dismissed, settled or otherwise terminated) which
            might restrain, prohibit or invalidate any of the transactions
            contemplated by this agreement, other than an action or proceeding
            instituted or threatened by Buyer or any of its affiliates.

       (d)  The Purchase Price has not been reduced in an amount in excess of
            twenty (20%) percent as a result of a portion of Seller's title
            having been found to suffer from uncured Title Defects

                                       19
<PAGE>

            or unremediated Material Adverse Environment Condition(s), as
            hereinabove defined, unless Buyer otherwise elects.

       (e)  If applicable, the parties have agreed to a price reduction or
            increase as provided for under this Agreement.

                                  ARTICLE IX.
                                    CLOSING

9.01   Time and Place of Closing.  The sale and purchase of the Assets pursuant
       to this Agreement (the "Closing") shall be consummated and completed in
       Seller's offices in Houston, Texas, on or before September 6, 2001, at
       10:00 A.M. C.S.T. ("Closing Date").  Recognizing the accelerated nature
       of this Closing, Buyer and Seller agree to cooperate fully and use best
       efforts to complete all title and other due diligence matters required to
       be completed in order to achieve this schedule.

9.02   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 execute, acknowledge and deliver to Buyer:

            (1)   for Buyer's execution, the Assignment, Bill of Sale and
                  Conveyance in substantially the form of Schedule 9.02(a)(1),
                  attached hereto, conveying to Buyer the Assets; and

            (2)   title, curative documents and other materials Seller may have
                  elected to deliver pursuant to Article 5.

            (3)   consents to assign or waivers of preferential rights to
                  purchase as identified in Schedule 4.01(a)(5).

       (b)  Buyer shall deliver to Seller the Closing Purchase Price by direct
            bank or wire transfer in immediately available federal funds as
            provided in Section 2.01.

       (c)  Seller shall deliver to Buyer exclusive possession of the Assets,
            including all monies held in suspense and for account of third
            parties.

       (d)  Seller and Buyer shall deliver copies of all such documents deemed
            reasonably necessary by the other to evidence each party's authority
            to enter into and execute all agreements required hereunder to
            satisfy the Closing Obligations, including, without limitation,
            powers of attorney, limited partnership authorizations, corporate
            resolutions, by-laws and such similar documents evidencing the
            parties authority such as the other party may reasonably request.

       (e)  Buyer and Seller shall execute and deliver such other documents as
            may be necessary to consummate the transactions

                                       20
<PAGE>

            contemplated hereby, including, forms transferring all permits
            related to the Assets.

       (f)  Seller and Buyer shall deliver, upon request by the other, a
            certificate dated as of the Closing Date, signed by an authorized
            representative of the requested party, certifying that the
            representations and warranties were true and complete, in all
            material respects, when made, and shall be true and complete on, and
            as of, Closing as though such representations and warranties were
            made at, and as of, such date.

9.03   Final Settlement.  As soon as practicable after the Closing but no later
       than 90 days, Seller shall prepare and deliver to Buyer in accordance
       with this Agreement and generally accepted accounting principles, a
       statement (the "Final Settlement Statement") setting forth each
       adjustment or payment that was not finally determined as of Closing and
       showing the calculation of such adjustments with support from the joint
       interest billings from the Llano Operator.  Within thirty (30) days after
       receipt of the Final Settlement Statement, Buyer shall deliver to Seller
       a written report containing any changes that Buyer proposes be made to
       the Final Settlement Statement.  The parties shall undertake to agree
       with respect to the amounts due pursuant to such post-closing adjustment
       no later than thirty (30) days after Seller has received Buyer's proposed
       changes.  The date upon which such agreement is reached or upon which the
       Final Purchase Price is established shall be called the "Final Settlement
       Date."  If the parties cannot agree to the adjustment of the Final
       Purchase Price, then either Buyer or Seller may submit such disputed
       adjustments to the Houston office of the accounting firm of Price
       Waterhouse Coopers, and the determination made as to such disputed
       adjustments by such accounting firm shall be final and binding upon Buyer
       and Seller.  The fees charged by such accounting firm shall be borne
       equally by each party.  If (i) the Final Purchase Price is more than the
       Preliminary Purchase Price, Buyer shall pay by wire transfer the amount
       of such difference to Seller or to Seller's account (as designated by
       Seller) or (ii) the Final Purchase Price is less than the Preliminary
       Purchase Price, Seller shall pay in immediately available funds the
       amount of such difference to Buyer or to Buyer's account (as designated
       by Buyer).  Payment by Buyer or Seller shall be made within five (5) days
       after the Final Settlement Date.  However, in no instance shall interest
       be paid by either party on the amounts paid pursuant to the provisions of
       this Article 9.03.

       Within one (1) year of Closing, either party may, at its own expense,
       audit the other party's books, accounts and records relating to
       production, sales proceeds, operating expenses and taxes paid which may
       have been adjusted due to this transaction.  Such audit shall be
       conducted following reasonable advance written notice to the party to be
       audited and shall be conducted during regular business hours and at
       minimum inconvenience to the audited party.

       In addition, with respect to consideration to be paid to Seller, post-
       Closing, Seller may, at its own expense audit Buyer's books relating to
       production, sales proceeds, operating expenses and taxes

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       paid which impact such post-Closing consideration, such right to audit
       shall continue until all contingent monies have been paid.

                                   ARTICLE X.
                                  TERMINATION

10.01  Termination. This Agreement and the transaction contemplated hereby may
       be terminated in the following instances:

       (a)  By Seller, under Article V, Article VI, or if any of the conditions
            set forth in Article 8.01 (Seller's Conditions Precedent to Closing)
            are not satisfied in all material respects or waived by Seller at
            the time of Closing.

       (b)  By Buyer, under Article V or VI or if any of the conditions set
            forth in Article 8.02 (Buyer's Conditions Precedent to Closing) are
            not satisfied in all material respects or waived by Buyer at the
            time of Closing.

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

10.02  Effect of Termination.  In the event that the Closing does not occur as
       a result of any party hereto exercising its rights to terminate pursuant
       to Article 10.01, then this Agreement shall be null and void and, except
       as expressly provided herein, no party shall have any rights or
       obligations under this Agreement.  Nothing herein shall relieve any party
       from liability for any willful or negligent failure to perform or observe
       in any material respect any agreement or covenant herein.  In the event
       the termination of this Agreement results from the willful or negligent
       failure of any party to perform in any material respect any agreement or
       covenant herein, then notwithstanding anything to the contrary herein
       contained, the other party shall be entitled to all remedies available in
       law or in equity and shall be entitled to recover court costs and
       reasonable attorneys' fees in addition to any other relief to which such
       party may be entitled.

                                  ARTICLE XI.
                                 CASUALTY LOSS

11.01  If subsequent to the Effective Date and prior to Closing, any portion
       of the Assets is destroyed by fire or other casualty, is taken in
       condemnation or under the right of eminent domain or proceedings for such
       purposes are pending or threatened, Buyer shall have the option to (1)
       purchase the affected Assets notwithstanding any such destruction, taking
       or pending or threatened taking, and the Purchase Price shall be adjusted
       as agreed upon by the parties or (2) purchase the affected Assets without
       reduction to the Purchase Price; provided however, Buyer shall not be
       obligated to close on the transaction if all, or substantially all, of
       the Assets are destroyed or otherwise lost. In the event that Buyer
       elects to purchase the affected Assets without reduction in the Purchase

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       Price,  Seller shall, at Closing, pay to Buyer all sums paid to Seller by
       third parties by reason of the destruction or taking and shall assign,
       transfer, and set over unto Buyer all of the right, title and interest of
       Seller in and to any unpaid awards or other payments from third parties
       arising out of the destruction or taking, as to such Assets to be
       conveyed to Buyer.  Prior to Closing, Seller shall not voluntarily
       compromise or settle or adjust any material amounts due and payable by
       reason of such destruction or taking without first obtaining Buyer's
       written consent.

                                  ARTICLE XII.
                                 MISCELLANEOUS

12.01  Schedules.  The Schedules referred to in this Agreement are hereby
       incorporated in this Agreement by reference and constitute a part of this
       Agreement.  Each party to this Agreement has received a complete set of
       Schedules as of the execution of this Agreement.

12.02  Expenses.  Except as otherwise specifically provided, all fees, costs
       and expenses incurred by Buyer or Seller in negotiating this Agreement
       shall be paid by the party incurring the same, including, without
       limitation, legal and accounting fees, costs and expenses.

12.03  Notices.  All notices and communications required or permitted under
       this Agreement shall be in writing, and any communication or delivery
       hereunder shall be deemed to have been duly made when personally
       delivered to the individual indicated below, or if mailed or by facsimile
       transmission, when received by the party charged with such notice and
       addressed as follows:

       IF TO BUYER:

       Amerada Hess Corporation
       One Allen Center
       500 Dallas Street
       Houston, Texas  77002
       Attention:  David G. Stevenson
       Telephone:    (713) 609-4100
       Fax:  (713) 609-4463

       IF TO SELLER:

       EEX Corporation
       2500 CityWest Blvd., Suite 1400
       Houston, Texas  77042
       Attn:  Ben Davis
       Telephone:  (713) 243-3247
       Fax:  (713) 243-3411

       With a copy to:

       Richard L. Edmonson
       Telephone:  (713) 243-3370
       Fax:  (713) 243-3359

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       Any party may, by written notice so delivered to the other parties,
       change the address or individual to which delivery shall thereafter be
       made.

12.04  Amendments.  This Agreement may not be amended nor any rights hereunder
       waived, except by an instrument in writing signed by the party to be
       charged with such amendment or waiver and delivered by such party to the
       party claiming the benefit of such amendment or waiver.

12.05  Assignment.  Prior to Closing, neither party may assign all or any
       portion of its rights or delegate all or any portion of its duties
       hereunder, unless it continues to remain liable for the performance of
       the obligations hereunder and obtains the prior written consent of the
       other party, which consent shall not be unreasonably withheld.

12.06  Conditions.  The inclusion in this Agreement of conditions to Seller's
       and Buyer's obligations at the Closing shall not, in and of itself,
       constitute a covenant of either Seller or Buyer to satisfy the conditions
       of the other party's obligations at Closing.

12.07  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.

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

12.09  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.

12.10  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.

12.11  Entire Agreement.  This Agreement (including the Schedules attached
       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.

12.12  Parties in Interest.  This Agreement shall be binding upon, and shall
       inure to the benefit of, the parties hereto and their respective
       successors and permitted assigns, and nothing contained in this
       Agreement, expressed or implied, is intended to confer upon any other
       person or entity any benefits, rights or remedies.

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<PAGE>

12.13  Survival.  The representations and warranties made by Seller in Article
       4.01 shall survive Closing without limitation.  Provided, however, the
       representations and warranties made by Seller pertaining to environmental
       liabilities, as set forth in Articles 4.01(a)(4)(7) and (9) shall
       terminate one year after Closing.  The representations and warranties
       made by Buyer in Article 4.02 shall survive Closing without limitation.

12.14  Further Assurances.  After Closing, each party hereto, at the request of
       the other, shall, from time to time, without additional consideration
       execute and deliver such further agreements and instruments of conveyance
       and take such other action as the other party hereto may reasonably
       request in order to convey and deliver the Assets to Buyer and to
       otherwise accomplish the transactions contemplated by the Agreement.

12.15  No Punitive or Consequential Damages.  Under no circumstances shall
       either party be liable to the other for any indirect, consequential,
       unforeseen, exemplary or punitive damages of any nature.

12.16  Public Announcements.  Prior to making any public announcement or
       statement with respect to the transactions contemplated by this
       Agreement, the party desiring to make such public announcement or
       statement shall consult with the other party hereto and attempt to (i)
       agree upon the text of a joint public announcement or statement to be
       made by such party or (ii) obtain approval of the other party hereto to
       the text of a public announcement or statement to be made solely by
       Seller or Buyer, as the case may be; provided, however, if either party
       is required by law or rule of any stock exchange to make such public
       announcement or statement, then the same may be made after notice to but
       without the approval of the other party.  Nothing herein shall restrict a
       party from making any disclosure required by law or rule of any stock
       exchange, including any disclosure in the reports filed by a party with
       the Securities and Exchange Commission.

12.17  Confidentiality. Prior to the Closing, Seller and Buyer, to the extent
       permitted by law, shall keep confidential all information received from
       the other unless such information is readily ascertainable from public or
       published information or trade sources or is received from a third-party
       having no obligation of confidentiality with respect to the information.
       In the event of the termination of this Agreement, Seller and Buyer shall
       return to the other or destroy all information received from the other
       and, to the extent permitted by law, keep confidential and not use any
       confidential information obtained pursuant to this Agreement.

12.18  Consents.  Seller shall use reasonable efforts to obtain all consents to
       assignment prior to the Closing.  If a request for a consent to assign is
       outstanding as of Closing, such circumstance shall constitute a Title
       Defect.

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       EXECUTED on the day, month and year first above mentioned.

SELLER:                             BUYER:

EEX CORPORATION                     AMERADA HESS CORPORATION



By: /s/ David R. Henderson          By: /s/ Scott Harvey
    -------------------------           ------------------------
Name:  David R. Henderson               Scott Harvey
Title: Executive Vice President         Vice President


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