PURCHASE AND SALE AGREEMENT


                           Dated as of March 30, 1998

                                     Between

                        SEAGULL ENERGY E&P INC., AS BUYER

                                       and

                    The shareholders of BRG Petroleum, Inc.;

BRG  1998  Consolidated  Limited  Partnership,  BRG  1997  Consolidated  Limited
Partnership,  BRG 1996-I Oil & Gas  Limited  Partnership,  BRG 1996-II Oil & Gas
Income Fund Limited Partnership, BRG 1993-I Oil and Gas Limited Partnership, BRG
1992-I  Oil & Gas Income  Fund  Limited  Partnership,  BRG  1990-II  Oil and Gas
Limited  Partnership and BRG 1989-II Oil & Gas Income Fund Limited  Partnership;
and

     The participants in the BRG 1997-I Oil and Gas Program,

                                   AS SELLERS


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I  DEFINITIONS AND INTERPRETATION....................................1
          1.1    Definitions.................................................1
          1.2    Interpretation.............................................12

ARTICLE II  PURCHASE AND SALE; PURCHASE PRICE; EARNEST MONEY................12
          2.1    Purchase and Sale..........................................12
          2.2    Purchase Price; Earnest Money..............................13
          2.3    Payment of Earnest Money...................................13
          2.4    Allocation and Adjustment of Purchase Price................14
          2.5    Purchase Price Adjustments.................................14
          2.6    Calculation of Closing Statement...........................15
          2.7    Adjusted Working Capital and Gas Balancing Reconciliation..16

ARTICLE III  CLOSING........................................................17
          3.1    Closing Date...............................................17
          3.2    Sellers' Deliveries........................................17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS........................18
          4.1    Ownership of Shares; Organization and Authority............19
          4.2    No Conflict................................................20
          4.3    Organization and Capital Structure of BRG..................21
          4.4    Subsidiaries...............................................21
          4.5    Financial Statements.......................................22
          4.6    Absence of Material Adverse Effect.........................22
          4.7    Compliance with Agreements.................................23
          4.8    Taxes......................................................24
          4.9    Governmental Permits.......................................25
          4.10   No Default.................................................25
          4.11   Environmental Matters......................................25
          4.12   Books and Records..........................................26
          4.13   Oil and Gas Properties.....................................27
          4.14   Compliance with Requirements of Laws.......................27
          4.15   Payments...................................................27
          4.16   Benefit Plans..............................................27
          4.17   Litigation.................................................29
          4.18   Insurance..................................................29
          4.19   Gas Imbalances.............................................29
          4.20   Public Utility Holding Company Act.........................30
          4.21   Investment Company Act.....................................30

<PAGE>

          4.22   Wells......................................................30
          4.23   Condition of Equipment.....................................30
          4.24   Evaluation Data............................................30
          4.25   Interaffiliate Transactions and Relationships..............31
          4.26   Well Status................................................31
          4.27   Section 29 Status of Certain Properties....................31
          4.28   Liabilities; Indebtedness..................................32
          4.29   No Material Misstatements or Omissions.....................32
          4.30   Bankruptcy.................................................32
          4.31   Representations Apply to Subsidiaries of BRG...............32
          4.32   Allocation of Purchase Price...............................32
          4.33   BRG 1997-I Oil and Gas Program Funds.......................32

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER...........................32
          5.1    Organization of Buyer......................................32
          5.2    Authority of Buyer.........................................33
          5.3    No Conflict................................................33
          5.4    No Finder..................................................33
          5.5    Investment Representation..................................33
          5.6    Financial Ability..........................................33

ARTICLE VI ACTIONS PRIOR TO THE CLOSING DATE................................34
          6.1    Investigation of the Company by Buyer......................34
          6.2    Preserve Accuracy of Representations and Warranties........34
          6.3    Consents to Third Parties; Governmental Approvals..........34
          6.4    Excluded Assets............................................35
          6.5    BRG .......................................................35
          6.6    Covenants Regarding Employee Benefit Plan and Employees....36
          6.7    Other Interim Covenants....................................36
          6.8    Title Defects..............................................38
          6.9    Audited Financials.........................................40

ARTICLE VII ADDITIONAL AGREEMENTS...........................................40
          7.1    Access to Records after Closing............................40
          7.2    Confidentiality Agreement..................................40
          7.3    No Public Announcement.....................................41
          7.4    Expenses and Sales Taxes...................................41
          7.5    Further Assurances.........................................41
          7.6    Change of Corporate Name...................................41
          7.7    Indemnification of Sellers for Environmental Liabilities...42
          7.8    Tax Returns; Payments and Refunds..........................42
          7.9    Employee Relations and Benefits............................42
          7.10   Release and Indemnification of Resigning
                   Officers and Directors...................................43
          7.11  Insurance Coverage..........................................43
<PAGE>

ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES.................43
          8.1    Conditions to Buyer's Obligations..........................43
          8.2    Conditions to Sellers' Obligations.........................45

ARTICLE IX  TERMINATION.....................................................46
          9.1    Termination................................................46
          9.2    Notice of Termination......................................46
          9.3    Effect of Termination......................................46

ARTICLE X  GENERAL PROVISIONS...............................................47
          10.1   Survival of Representations, Warranties,
                   Covenants nad Agreemtns/Indemnities......................47
          10.2   No Reliance................................................50
          10.3   Notices....................................................50
          10.4   Representation of Sellers by Sellers' Representative.......51
          10.5   Successors and Assigns.....................................52
          10.6   Entire Agreement; Amendments...............................52
          10.7   Waivers....................................................53
          10.8   Partial Invalidity.........................................53
          10.9   Execution in Counterparts..................................53
          10.10  Governing Law..............................................53
          10.11  Certain Individuals........................................53

EXHIBIT A - Form of Conveyance, Assignment and Bill of Sale

Schedule 2.4       - Allocation of Purchase Price
Schedule 4.2       - No Conflict
Schedule 4.3       - Organization and Capital Structure of BRG
Schedule 4.5       - Financial Statements of BRG and the BRG Partnerships
Schedule 4.6       - Absence of Material Adverse Effect
Schedule 4.7       - Material Agreements
Schedule 4.8       - Taxes
Schedule 4.9       - Governmental Permits
Schedule 4.11      - Environmental Matters
Schedule 4.13      - Oil and Gas Properties
Schedule 4.14      - Compliance With Requirements of Laws
Schedule 4.15      - Payments
Schedule 4.16      - Benefit Plans
Schedule 4.17      - Litigation
Schedule 4.18      - Insurance
Schedule 4.19      - Gas Imbalances
Schedule 4.25      - Interaffiliate Transactions and Relationships
Schedule 4.26      - Plugging and Abandonment Obligations

<PAGE>

Schedule 4.27      - Section 29 Wells
Schedule 4.28      - Undisclosed Liabilities
Schedule 6.4       - Excluded Assets
Schedule 7.9       - Severance Plan
Schedule 10.1      - Principal Sellers



<PAGE>

                           PURCHASE AND SALE AGREEMENT


     THIS  PURCHASE AND SALE  AGREEMENT,  dated as of March30,  1998, is between
Seagull Energy E&P Inc. ("Buyer"); and the shareholders of BRG Petroleum,  Inc.,
an Oklahoma  corporation  ("BRG")  listed on the  signature  page hereto  (being
hereinafter  collectively called the "BRG Shareholders");  BRG 1998 Consolidated
Limited Partnership, BRG 1997 Consolidated Limited Partnership, BRG 1996-I Oil &
Gas Limited Partnership,  BRG 1996-II Oil & Gas Income Fund Limited Partnership,
BRG 1993-I Oil and Gas  Limited  Partnership,  BRG 1992-I Oil & Gas Income  Fund
Limited Partnership, BRG 1990-II Oil and Gas Limited Partnership and BRG 1989-II
Oil & Gas Income Fund Limited Partnership (being hereinafter collectively called
the "BRG  Partnerships");  and the  participants  in the BRG  1997-I Oil and Gas
Program ("1997-I Program Participants") (BRG Shareholders,  BRG Partnerships and
1997-I Program Participants being hereinafter collectively called "Sellers").

                             PRELIMINARY STATEMENTS

     The BRG Shareholders are the owners,  beneficially and of record, of all of
the issued and outstanding  capital stock of BRG. The BRG Shareholders desire to
sell to Buyer, and Buyer desires to purchase from the BRG  Shareholders,  all of
the capital  stock of BRG on the terms and subject to the  conditions  set forth
herein.

     The BRG  Partnerships  each desire to sell to Buyer,  and Buyer  desires to
purchase from each of the BRG  Partnerships,  all of the oil and gas  properties
and related assets of the BRG Partnerships  (collectively,  the "BRG Partnership
Properties," as more  particularly  described below) on the terms and subject to
the conditions set forth herein.

     BRG,  as the Program  Administrator  is the record  owner of the  interests
acquired  on behalf of the 1997-I  Program  Participants  in certain oil and gas
properties and related interests (collectively, the "1997-I Properties," as more
particularly described below). The 1997-I Program Participants desire to sell to
Buyer, and Buyer desires to purchase from the 1997-I Program  Participants,  the
1997-I Properties on the terms and subject to the conditions set forth herein.

     Accordingly,  in  consideration  of the mutual  agreements  hereinafter set
forth, Buyer and Sellers agree as follows:

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     1.1 Definitions.  In this Agreement,  the following terms have the meanings
specified or referred to in this Section 1.1 and shall be equally  applicable to
both the singular and plural forms.



<PAGE>

     "Adjusted  Working  Capital" as of any date means the  current  assets less
current  liabilities  of  BRG,  any  BRG  Partnership,  or  any  1997-I  Program
Participant  on a  consolidated  basis  (except  that the balance  sheets of BRG
Holding Company,  inc. and BRG Production Company shall not be deemed to be part
of the BRG  consolidated  group for purposes of determining the Closing Adjusted
Working  Capital) at such date determined in accordance  with GAAP,  except that
current  assets will include  amounts equal to (i) the estimate of the aggregate
of quantity of the crude oil attributable to BRG, the BRG  Partnerships,  or the
1997-I Program  Participant,  as the case may be, contained at such date in each
of the storage tanks in which  production from the BRG Oil and Gas Properties or
the relevant BRG Partnership  Properties or 1997-I  Properties is stored pending
sale and/or  transportation to the purchaser thereof  multiplied by the price at
which the crude oil from each of such  storage  tanks is then being sold to such
purchaser,  plus (ii) the  amounts  paid or  payable to BRG in  connection  with
consummation  of the sale of the  stock of BRG  Holding  Company,  Inc.  and BRG
Production  Company as contemplated by Section 6.4 and current  liabilities will
include (i) the  outstanding  amount of all long-term debt (both the current and
long-term  portions thereof at such date), (ii) the amounts necessary to pay all
state  franchise  taxes  that  are  or  will  become  payable  by  BRG  and  are
attributable to, or computed by reference to the income,  operations,  assets or
capital of BRG arising or existing  during the period prior to and including the
Closing Date, (iii) the amounts paid or payable in respect of the BRG Options as
contemplated by Section 6.5, plus (iii) all Transaction Expenses paid or payable
on behalf of BRG, the BRG  Partnerships or the 1997-I Program  Participants,  as
the case may be.  The  amount  of the  accrued  federal,  state  and  local  tax
liability  included in the current  liabilities of BRG shall be determined after
taking into  account  the  deductions  arising by virtue of the amounts  paid or
payable by BRG in respect of the BRG Options as set forth in Section 6.5 and the
gain  realized  by BRG in  connection  with the sale of the stock of BRG Holding
Company,  Inc. and BRG  Production  Company and the gain allocated to BRG as the
general partner of each of the BRG Partnerships by virtue of the sale of the BRG
Partnership  Properties.  For purposes of this Agreement,  the Adjusted  Working
Capital of (i) each 1997-I  Program  Participant  shall be limited to the assets
and liabilities  which are directly  attributable to his or her interests in the
1997-I  Properties  and the  production  and marketing  activities  conducted in
connection  therewith and (ii) the BRG Partnerships  shall be limited to the BRG
Partnership  Properties and the liabilities  directly  attributable  thereto and
production and marketing activities conducted in connection therewith.

     "Accounting Firm" has the meaning specified in Section 2.7(c).

     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
directly or indirectly  controls,  is  controlled by or is under common  control
with such Person.

     "Benefit Plans" has the meaning specified in Section 4.16.

     "Benefit  Program  or  Agreement"  has the  meaning  specified  in  Section
4.16(a).

     "BRG" means BRG Petroleum, Inc., an Oklahoma corporation.
<PAGE>

     "BRG Petroleum Corporation" has the meaning specified in Section 6.4.

     "BRG Oil and Gas  Properties"  collectively  means that  portion of the BRG
Property  which  consists  of  Leases,  Wells,  Units  and  other  interests  in
Hydrocarbons prior to severance.

     "BRG Option" has the meaning specified in Section 6.5.

     "BRG Partnerships" has the meaning specified in the first paragraph of this
Agreement.

     "BRG  Partnership  Properties"  means (i) the interests in and to the Wells
described  or  referred  to in  Schedule  4.13,  together  with  all of the  BRG
Partnerships'  respective  rights,  titles and interests in and to all property,
interests  and rights  incident or in any way relating to the Wells or which are
useful or  appropriate  in  exploring  for,  developing,  operating,  producing,
treating,  storing,  marketing and transporting  oil, gas and other minerals in,
under and that may be  produced  from the Wells,  including  but not  limited to
contracts, agreements,  rights-of-way,  easements, licenses, permits and orders;
(ii) all of the BRG Partnerships' respective rights, titles and interests in and
to all physical  property,  including  but not limited to wells,  well and lease
equipment  and surface  equipment  such as casing,  tubing,  connections,  rods,
pipelines,  gathering  systems,  compressors,  separators,  tanks,  connections,
pumps, machinery,  tools, materials,  supplies,  inventory,  buildings and other
property and equipment of every kind,  located upon or used in  connection  with
the Wells or the Leases relating thereto; (iii) without limiting and in addition
to the foregoing,  all of the BRG Partnerships'  respective  rights,  titles and
interests  in and to the Wells  and to the  Leases  and/or  lands  described  or
referred  to in  Schedule  4.13 or  relating  to such  Wells,  and the  physical
property  thereon or used in  connection  therewith,  even though  such  rights,
titles and interests be incorrectly or  insufficiently  described or referred to
in Schedule 4.13,  and (iv) the additional  assets and rights which are included
in the Adjusted Working Capital of the BRG Partnerships.

     "BRG Property" means any and all real property (including,  but not limited
to, surface estates and mineral fees and leaseholds), plant, building, facility,
structure,  underground  storage tank,  personal property,  equipment,  unit, or
other asset owned,  leased or operated by BRG or Charter Servicing Company as of
or prior to the Closing  Date  including  without  limitation  the  interests in
Leases, Units and Wells described or referred to in Schedule 4.13.

     "BRG Shareholders" has the meaning specified in the first paragraph of this
Agreement.

     "Buyer" has the meaning specified in the first paragraph of this Agreement.


<PAGE>

     "Buyer  Ancillary   Agreements"  means  all  agreements,   instruments  and
documents being or to be executed and delivered by Buyer under this Agreement or
in connection herewith.

     "CERCLA" means the Comprehensive Environmental Response,  Compensation, and
Liability Act, 42 U.S.C. ss.ss. 9601 et seq.

     "Closing"  means the closing of the transfer of (i) the Shares from the BRG
Shareholders  to  Buyer,  (ii)  the  BRG  Partnership  Properties  from  the BRG
Partnerships to Buyer,  and (iii) the 1997-I Program  Properties from the 1997-I
Program Participants to Buyer.

     "Closing  Adjusted  Working  Capital" has the meaning  specified in Section
2.7(a).

     "Closing Balance Sheet" has the meaning specified in Section 2.6.

     "Closing Date" has the meaning specified in Section 3.1.

     "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and the
regulations promulgated thereunder.

     "Common Stock" has the meaning specified in Section 4.3(b).

     "Confidentiality  Agreement" means the  Confidentiality  Agreement  between
Buyer and BRG and  delivered  to BRG under cover of a  transmittal  letter dated
February 18, 1998.

     "Contaminant"  means any contaminant,  waste,  pollutant,  petroleum waste,
used oil,  hazardous or toxic  substance  or waste (as such terms are  currently
defined in  Environmental  Laws), and any other substances that are regulated by
any Governmental Body under any Environmental Laws or any Hazardous Material.

     "Court  Order" means any judgment,  order,  award or decree of any foreign,
federal,  state,  local  or  other  court  or  tribunal  and  any  award  in any
arbitration proceeding.

     "Damages"  shall  mean the  amount of any  actual  liability,  loss,  cost,
expense,  claim, award or judgment incurred or suffered by any indemnified party
(after taking into account any insurance proceeds actually received) arising out
of or resulting  from the  indemnified  matter,  including  reasonable  Expenses
incidental to matters indemnified  against,  and the costs of enforcement of the
indemnity.

     "Earnest Money" has the meaning specified in Section 2.2.

     "Encumbrance" means any lien (statutory or other), claim, charge,  security

<PAGE>

interest,   mortgage,   deed  of  trust,  pledge,   hypothecation,   assignment,
conditional  sale or other title retention  agreement,  preference,  priority or
other security agreement or preferential  arrangement of any kind or nature, and
any easement,  encroachment,  covenant,  restriction, right of way, defect in or
cloud on title or other encumbrance of any kind.

     "Environmental   Encumbrance"   means  an   Encumbrance  in  favor  of  any
Governmental  Body for (i) any  liability  under any  Environmental  Law or (ii)
damages  arising from, or costs incurred by such  Governmental  Body in response
to, a Release or  threatened  Release  of a  Contaminant  into the  environment.
"Environmental  Laws" means all applicable  Requirements of Laws derived from or
relating  to  foreign,  federal,  Indian,  state and local laws and  regulations
relating to or addressing  the  environment  or  occupational  health or safety,
including but not limited to (i) CERCLA,  OSHA and RCRA and any state equivalent
thereof and (ii) all applicable  Requirements  of Laws relating to the emission,
discharge, disposal, treatment, recycling, reclamation, permitting, manufacture,
processing,  distribution,   generation,  storage,  transportation,  Release  or
threatened  Release of, or exposure  of persons or  property  to,  contaminants,
wastes, pollutants, petroleum wastes, used oil, hazardous or toxic substances or
wastes, or any other regulated substances.

     "Environmental  Liabilities"  means any and all costs (including  remedial,
removal, response, abatement, cleanup, investigative,  and/or monitoring costs),
damages,  liabilities (whether accrued,  absolute,  contingent,  unliquidated or
otherwise),  settlements,  expenses  (including  charges  and  assessments,  and
expenses  and costs of  investigating,  preparing  or  defending  any  action or
proceeding),  liens,  penalties,  fines,  taxes,  prejudgment and  post-judgment
interest, court costs and attorneys' fees incurred or imposed in connection with
an Environmental Matter or any Environmental Law, including, without limitation,
any of  the  foregoing  which  are  incurred  or  imposed  (i)  pursuant  to any
agreement,  order, notice of responsibility,  directive (including  requirements
embodied in  Environmental  Laws),  injunction,  judgment  or similar  documents
(including settlements) attributable to or arising out of or under Environmental
Laws,  or (ii) pursuant to any claim by a  Governmental  Body or other entity or
Person for  personal  injury,  property  damage,  damage to  natural  resources,
remediation   or  response  costs  arising  out  of  or   attributable   to  any
Environmental Matter.

     "Environmental Matters" means matters (i) resulting from or attributable to
actual,   threatened,   or  alleged  emissions,   discharges,   or  releases  of
Contaminants  into  ambient  air,  surface  water,  groundwater  or  land,  (ii)
otherwise  resulting  from  or  attributable  to  the  manufacture,  generation,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling of Contaminants or (iii) otherwise relating to any Environmental Law.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended and the regulations promulgated thereunder.


<PAGE>

     "Evaluation Data" has the meaning specified in Section 4.24.

     "Excluded  Assets"  means the assets of BRG as set forth on  Schedule  6.4,
which will be  transferred  to BRG  Holding  Company,  Inc. as  contemplated  by
Section 6.4.

     "Expenses"  means  any  and  all  expenses   incurred  in  connection  with
investigating,  defending or asserting  any claim,  action,  suit or  proceeding
incident to any matter  indemnified  against  hereunder  (including court filing
fees, court costs,  arbitration fees or costs, witness fees, and reasonable fees
and   disbursements   of  legal  counsel,   investigators,   expert   witnesses,
consultants, accountants and other professionals).

     "Financial  Statements" has the meaning  specified in  Section 4.5.  "GAAP"
means United States generally accepted  accounting  principles as in effect from
time to time.

     "Good  and  Defensible  Title"  means,  with  respect  to  BRG's,  the  BRG
Partnerships'  or the  1997-I  Program  Participants'  respective  ownership  of
interests  in a Lease,  Unit or well,  a record  or  beneficial  title  that (a)
entitles BRG, the BRG  Partnerships or the 1997-I Program  Participants,  as the
case may be, to receive,  throughout the life of a Lease, Unit or well, at least
the NRI for (i) the Wells shown in Schedule 4.13 (Producing  Wells) and (ii) any
well  drilled  within the surface  area of the Units or Leases shown in Schedule
4.13 (Undeveloped) as to the objective formation(s)  identified,  except for (x)
decreases in connection with those operations to which BRG or Buyer elects after
Closing or with  Buyer's  consent to become a  non-consenting  co-owner  and (y)
decreases  resulting  from those  wells  where the owner is  obligated  to allow
others  to make up past  underproduction;  (b)  obligates  either  BRG,  the BRG
Partnerships or the 1997-I Program Participants to bear,  throughout the life of
a Lease, Unit or well (and the plugging,  abandonment and salvage  thereof),  no
greater  WI than the WI shown  (i) for the Well in  question  on  Schedule  4.13
(Producing  Wells) or (ii) any well drilled  within the surface area of the Unit
or  Lease  in  question  on  Schedule  4.13  (Undeveloped)  as to the  objective
formation(s)  identified,  except increases in such WI that result in at least a
proportionate  increase in BRG's, the BRG  Partnerships',  or the 1997-I Program
Participants'  NRI  for  such  Well or  wells  (including,  without  limitation,
increases  resulting from co-owner  non-consents) and increases that result from
contribution  requirements with respect to defaulting co-owners, (c) is free and
clear of all Encumbrances except for Permitted Encumbrances,  and (d) is held of
record by BRG.  "Good and Defensible  Title" means,  with respect to any BRG Oil
and Gas Properties, BRG Partnership Properties or the 1997-I Properties which is
not a Lease  attributable  to a Well,  a  record  title  that  (x) is free  from
reasonable  doubt as to all  matters  of law and  fact  such  that a  reasonably
prudent person,  engaged in the ownership,  development and operation of oil and
gas  properties  or assets  (including  gas  plants,  treating  and  measurement
facilities, and pipelines),  with knowledge of all the facts and appreciation of
their  legal  significance,  would be willing to accept  title to such  property
without a reduction  in the value of such  property and (y) is free and clear of
all Encumbrances, except for Permitted Encumbrances.


<PAGE>

     "Governmental  Body" means any foreign,  federal,  Indian,  state, local or
other governmental authority or regulatory body.

     "Governmental Permits" has the meaning specified in Section 4.9(a).

     "Hazardous  Material"  means (a) any  "hazardous  substance," as defined by
CERCLA, (b) any "hazardous  waste," as defined by the Resource  Conservation and
Recovery  Act, as  amended,  (c) any  hazardous,  dangerous  or toxic  chemical,
material,  waste or  substance,  within  the  meaning  of and  regulated  by any
Environmental  Law,  (d)  any  radioactive  material,  including  any  naturally
occurring radioactive material, and any source, special or byproduct material as
defined in 42 U.S.C. 2011 et seq. and any amendments or authorizations  thereof,
(e) any  asbestos-containing  materials  in any  form or  condition,  or (f) any
polychlorinated biphenyls in any form or condition.

     "Hydrocarbons"  means oil,  condensate,  natural  gas,  casinghead  gas and
liquid and gaseous hydrocarbons and any combination or mixture of the foregoing.

     "Individual  Shareholder  Interests"  has the meaning  specified in Section
2.1.

     "Insurance Policies" has the meaning specified in Section 4.18.

     "IRS" means the Internal Revenue Service.

     "Leases"  means  the  interests  in the oil and gas  leases,  oil,  gas and
mineral  leases,  royalties,  overriding  royalties,  production  payments,  net
profits  interests,  fee  minerals,  and other  oil,  gas or  mineral  interests
(together  with  contractual  rights,  options or interests in and to any of the
foregoing)  owned by either  BRG,  the BRG  Partnerships  or the 1997-I  Program
Participants, including those associated with the Wells listed in Schedule 4.13.

     "Losses"  means  any  and  all  losses,  costs,  obligations,  liabilities,
settlement payments,  awards, judgments,  fines, penalties,  damages,  expenses,
deficiencies or other charges.

     "Material  Adverse  Effect" means any  condition,  circumstance,  change or
effect that is  materially  adverse to the assets (or title thereto or the value
thereof), business, condition (financial or otherwise), results of operations or
prospects of BRG, the BRG  Partnerships,  the 1997-I Program  Participants (as a
group)  or the BRG  Property  other  than  (i)  general  industry,  economic  or
regulatory conditions or developments that affect oil and gas companies or their
assets  or  operations,  or (ii)  conditions  affecting  oil  and gas  companies
generally in the areas in which BRG or any of the BRG Partnerships conduct their
operations or where their properties or assets,  or the 1997-I  Properties,  are
located.


<PAGE>

     "1997-I  Program  Participants"  has the  meaning  specified  in the  first
paragraph of this Agreement.

     "1997-I  Properties"  means (i) the interests in and to the Wells described
or referred  to in Schedule  4.13 that are owned in the name of BRG on behalf of
the 1997-I  Program  Participants,  together with all of the rights,  titles and
interests in and to all property,  interests  and rights  incident or in any way
relating  to such Wells or which are useful or  appropriate  in  exploring  for,
developing,  operating, producing, treating, storing, marketing and transporting
oil, gas and other  minerals in, under and that may be produced from such Wells,
including but not limited to contracts,  agreements,  rights-of-way,  easements,
licenses,  permits and orders;  (ii) all of the rights,  titles and interests in
and to all physical  property  that is owned in the name of BRG on behalf of the
1997-I Program Participants,  including but not limited to wells, well and lease
equipment  and surface  equipment  such as casing,  tubing,  connections,  rods,
pipelines,  gathering  systems,  compressors,  separators,  tanks,  connections,
pumps, machinery,  tools, materials,  supplies,  inventory,  buildings and other
property and equipment of every kind,  located upon or used in  connection  with
such  Wells or the  Leases  relating  thereto;  (iii)  without  limiting  and in
addition to the foregoing, all of the rights, titles and interests in and to the
Wells and to the Leases  and/or lands  described or referred to in Schedule 4.13
or  relating  to such  Wells  that are owned in the name of BRG on behalf of the
1997-I  Program  Participants,  and the  physical  property  thereon  or used in
connection  therewith,   even  though  such  rights,  titles  and  interests  be
incorrectly  or  insufficiently  described or referred to in Schedule  4.13, and
(iv) the additional assets and rights which are included in the Adjusted Working
Capital of the 1997-I Program Participants.

     "NRI" means a fractional or percentage  interest in and to all Hydrocarbons
produced from or allocated to (i) a Well  described in Schedule 4.13  (Producing
Wells)  or (ii) any well  drilled  within  the  surface  area of a Unit or Lease
identified  on Schedule  4.13  (Undeveloped)  as to the  objective  formation(s)
identified, after deduction of all lessors' royalties, overriding royalties, and
other  burdens and payments out of  production  that burden such  fractional  or
percentage interest in such Well.

     "Offsite Environmental  Liability" means an Environmental Liability arising
from or  relating  or  attributable  to either (i)  Contaminants  that have been
transported (whether for treatment, storage, disposal, reclamation, recycling or
otherwise),  or that  have  otherwise  migrated  or  been  moved,  from  any BRG
Property,  the BRG Partnership  Properties or the 1997-I Properties to any other
property owned by a third party or (ii) a property  previously owned by BRG, the
BRG Partnerships or the 1997-I Program Participants and conveyed or alienated by
BRG, the BRG Partnerships or the 1997-I Program Participants prior to Closing.

     "Onsite Environmental  Liability" means an Environmental Liability (i) that
arises from or relates or is attributable  to BRG Property,  the BRG Partnership
Properties or the 1997-I  Properties as of the Closing Date,  but (ii) is not an
Offsite Environmental Liability. <PAGE>

     "Organizational Document" means the charter, bylaws, partnership agreement,
limited partnership agreement,  certificate of limited partnership,  certificate
of  organization,  regulations  or  other  organizing  or  constituent  document
governing  the  general  affairs or  existence  of a  corporation,  partnership,
limited liability company or other entity.

     "OSHA" means the  Occupational  Safety and Health Act, 29 U.S.C.ss.ss. 651
      et seq.

     "Permitted Encumbrances" means:

     (i)  liens for taxes and other governmental charges and assessments arising
          in the ordinary  course of business which are not yet due and payable,
          or,  if due,  are  being  challenged  in  good  faith  by  appropriate
          proceedings  and as to which adequate  reserves have been  established
          and are reflected on the Financial Statements;

     (ii) liens of landlords, carriers, warehousemen,  mechanics and materialmen
          and other like liens  arising in the  ordinary  course of business for
          sums not yet due and payable,  and that will be paid or  discharged in
          the  ordinary  course of business  or, if  delinquent,  that are being
          contested in good faith in the  ordinary  course of business and as to
          which adequate reserves have been established and are reflected on the
          Financial Statements;

     (iii)liens under operating agreements, unitization and pooling arrangements
          and Hydrocarbon sales contracts that secure payment of amounts not yet
          due and  payable,  or, if due,  being  contested  in good faith in the
          ordinary course of business, which are of a nature and scope customary
          in connection  with oil and gas drilling and producing  operations and
          as to which adequate  reserves have been established and are reflected
          on the Financial Statements;

     (iv) easements,  rights-of-way,  servitudes,  permits,  surface leases, and
          other rights in respect of surface  operations  that do not materially
          interfere  with BRG's,  the BRG  Partnerships'  or the 1997-I  Program
          Participants'  operations  of the  portion  of the  property  burdened
          thereby or otherwise have a Material  Adverse Effect on the ownership,
          operation, value or use of such Person's property;

     (v)  rights  reserved to or vested in any  Governmental  Body to control or
          regulate  any of the Wells or Units and all  applicable  laws,  rules,
          regulations, and orders of such authorities so long as the same do not
          (i) decrease BRG's, the BRG Partnerships' or the 1997-I Program

<PAGE>

          Participants'  NRI below the NRI shown in Schedule  4.13,  or increase
          BRG's, the BRG  Partnerships'  or the 1997-I Program  Participants' WI
          above the WI shown in Schedule 4.13,  without at least a proportionate
          increase  in  BRG's,  the  BRG  Partnerships'  or the  1997-I  Program
          Participants'  NRI,  (ii) create any liens in respect of such Wells or
          Units,  or (iii)  otherwise  have a  Material  Adverse  Effect  on the
          ownership, operation, value or use of such Wells or Units.

     (vi) any title defects that Buyer may have expressly waived in writing;

     (vii)the terms and conditions of contracts and  agreements  relating to the
          Leases,  Wells and Units including,  without  limitation,  exploration
          agreements,  gas  sales  contracts,  processing  agreements,  farmins,
          farmouts,  operating agreements,  and right-of-way agreements,  to the
          extent such terms and  conditions (i) do not decrease  BRG's,  the BRG
          Partnerships'  or the 1997-I Program  Participants'  NRI below the NRI
          shown in Schedule 4.13, or increase BRG's,  the BRG  Partnerships'  or
          the 1997-I  Program  Participants'  WI above the WI shown in  Schedule
          4.13,  without at least a  proportionate  increase  in BRG's,  the BRG
          Partnerships' or the 1997-I Program Participants' NRI, (ii) are normal
          and  customary  in the oil and gas  industry,  and (iii) do not have a
          Material Adverse Effect on the ownership,  operation,  value or use of
          such Leases, Wells or Units;

     (viii) royalties,  overriding royalties, net profits interests,  production
          payments,  reversionary  interests,  and similar interests that do not
          decrease  BRG's,   the  BRG   Partnerships'   or  the  1997-I  Program
          Participants'  NRI below the NRI shown in Schedule  4.13,  or increase
          BRG's, the BRG  Partnerships'  or the 1997-I Program  Participants' WI
          above the WI shown in Schedule 4.13,  without at least a proportionate
          increase in the owner's NRI;

     (ix) conventional rights of reassignment requiring notice to the holders of
          the rights prior to surrendering or releasing a Lease; and

     (x)  consents to assignment and preferential  rights to purchase any or all
          of the BRG  Property,  the BRG  Partnership  Properties  or the 1997-I
          Properties  so  long as  (a) any  required  consents  or  waivers  are
          obtained  from  the  appropriate  Persons  prior to  Closing,  (b) the
          appropriate time period for asserting such rights, if any, has expired
          without an  exercise  of such  rights  prior to  Closing,  or (c) such
          consents or rights are not triggered or put into effect as a result of
          the transactions provided for in this Agreement.


<PAGE>

     "Person" means any  individual,  corporation,  partnership,  joint venture,
limited   liability   company,   association,    joint-stock   company,   trust,
unincorporated organization or Governmental Body.

     "Post-Closing  Taxable Period" means (i) any taxable period beginning after
the Closing  Date and (ii) with  respect to any taxable  period  beginning on or
before the Closing Date and ending after the Closing  Date,  the portion of such
taxable period that is after the Closing Date.

     "Pre-Closing  Taxable  Period"  means all or a portion  of (i) any  taxable
period up to and  including  the Closing  Date or (ii) any  taxable  period with
respect to which the Tax is computed by reference to Tax items, assets,  capital
or operations of BRG or any BRG Partnership arising on or before, or existing as
of, the Closing Date.

     "Purchase Price" has the meaning specified in Section 2.2.

     "RCRA" means the Resource  Conservation and Recovery Act, 42 U.S.C.  ss.ss.
6901 et seq.

     "Release" means any release, spill, emission,  leaking,  pumping,  pouring,
emitting,  emptying,  injection,   deposit,  disposal,   discharge,   dispersal,
escaping, leaching, dumping (including the abandonment or discarding of barrels,
containers,  and  other  closed  receptacles  containing  any  Contaminant),  or
migration  of a  Contaminant  into  the  environment  or  into or out of any BRG
Property, the BRG Partnership Properties or the 1997-I Properties, including the
movement  of  Contaminants   through  or  in  the  air,  soil,   surface  water,
groundwater,  BRG  Property,  the  BRG  Partnership  Properties  or  the  1997-I
Properties.

     "Remedial  Action" means actions required under  Environmental  Laws to (i)
clean up, remove,  treat or in any other way address  Contaminants in the indoor
or outdoor  environment,  (ii)  prevent  the  Release or  threatened  Release or
minimize the further Release of Contaminants or (iii)  investigate and determine
if a remedial response is needed and to design such a response and post-remedial
investigation, monitoring, operation and maintenance and care.

     "Requirements of Laws" means (i) any foreign,  federal,  Indian,  state and
local laws, statutes,  regulations, rules, codes or ordinances enacted, adopted,
issued or promulgated by any Governmental Body, (ii) any injunctions, judgments,
orders,  decrees, or rulings of any court or Governmental Body, and (iii) common
law,  including,  in each case,  any such  requirements  of laws  pertaining  to
electrical,   building,  zoning,  subdivision,   land  use,  environmental,   or
occupational safety and health requirements,  in all cases as currently enacted,
interpreted,   enforced  or  implemented  by  the  Governmental   Bodies  having
jurisdiction thereunder. <PAGE>

     "Section 29 Well" has the meaning specified in Section 4.27.

     "Sellers"  has  the  meaning  specified  in the  first  paragraph  of  this
Agreement.

     "Sellers  Ancillary  Agreements"  means  all  agreements,  instruments  and
documents  being or to be  executed  and  delivered  by the  Sellers  under this
Agreement or in connection herewith.

     "Sellers' Representative" has the meaning specified in Section 10.4.

     "Shares" means all of the issued and outstanding Common Stock of BRG.

     "Subsidiary Transfer" has the meaning specified in Section 6.4.

     "Tax" (and, with correlative meaning, "Taxes" and "Taxable") shall mean any
federal,  Indian,  state,  local or foreign income,  gross  receipts,  property,
sales,  use,  license,  excise,  franchise,  employment,  payroll,  withholding,
alternative or add-on minimum, ad valorem,  value added, transfer or excise tax,
or any other tax,  custom,  duty,  governmental  fee or other like assessment or
charge of any kind whatsoever, together with any interest or penalty, imposed by
any Governmental Body.

     "Tax Return" means any return,  report or similar statement  (including any
attached schedules),  required to be filed with respect to any Tax including any
information return, claim for refund, amended return or declaration of estimated
Tax.

     "Transaction Expenses" has the meaning specified in Section 7.4.

     "Units" means (i) all unitization,  communication,  and pooling  agreements
and orders covering the lands subject to the Leases, or any portion thereof, and
the units  and  pooled  or  communitized  areas  created  thereby,  and (ii) all
existing or projected future units and pooled or communitized  areas,  including
those  described  in, or  associated  with the Wells listed in,  Schedule  4.13.
"Wells"  means  wells for the  production  of  Hydrocarbons  which are listed in
Schedule 4.13.

     "WI" means a fraction or  percentage  of the costs and expenses  associated
with the maintenance, exploration, development, operation and abandonment of the
BRG  Oil and  Gas  Properties,  the BRG  Partnership  Properties  or the  1997-I
Properties  as it applies to a (i) Well  described in Schedule  4.13  (Producing
Wells)  or (ii) any well  drilled  within  the  surface  area of a Unit or Lease
identified  on Schedule  4.13  (Undeveloped)  as to the  objective  formation(s)
identified. <PAGE>

     1.2 Interpretation.  As used in this Agreement,  the word "including" means
without  limitation,  the word "or" is not  exclusive  and the  words  "herein",
"hereof", "hereby", "hereto" and "hereunder" refer to this Agreement as a whole.
Unless the context  otherwise  requires,  references  herein:  (i) to  Articles,
Sections,  Exhibits  and  Schedules  mean the  Articles  and Sections of and the
Exhibits  and  Schedules  attached  to this  Agreement;  (ii)  to an  agreement,
instrument or other document means such agreement,  instrument or other document
as amended,  supplemented and modified from time to time to the extent permitted
by the provisions  thereof and by this  Agreement;  and (iii) to a statute means
such statute as amended from time to time and includes any successor legislation
thereto.  The Schedules and Exhibits  referred to herein shall be construed with
and as an integral part of this Agreement to the same extent as if they were set
forth verbatim herein.  Titles to Articles and headings of Sections are inserted
for convenience of reference only and shall not be deemed a part of or to affect
meaning or interpretation of this Agreement.  References herein to the knowledge
of a party or matters or information  known to a party mean the actual knowledge
or  conscious  awareness,  after  reasonable  investigation,  of such party or a
director or an officer of such party or a direct or indirect  subsidiary of such
party or a manager or employee of such party or a direct or indirect  subsidiary
of  such  party  in  charge  of a  discrete  business  area or  function  having
responsibility for the referenced  matter.  References herein to BRG's knowledge
shall include the knowledge of each of the Sellers who has signed this Agreement
personally (as opposed to signing it by an attorney-in-fact).

                                   ARTICLE II

                PURCHASE AND SALE; PURCHASE PRICE; EARNEST MONEY

     2.1 Purchase and Sale. Upon the terms and subject to the conditions of this
Agreement,  at the Closing,  the  following  transactions  shall  occur,  in the
sequence set forth below:

          (a) First,  the BRG  Partnerships  shall sell and convey to Buyer, and
     Buyer  shall  purchase  from  the BRG  Partnerships,  the  BRG  Partnership
     Properties  and the 1997-I  Program  Participants  shall sell and convey to
     Buyer, and Buyer shall purchase from the 1997-I Program  Participants,  the
     1997-I Properties;

          (b) Second, immediately following the foregoing transaction, BRG shall
     transfer as a capital contribution to BRG Holding Company,  Inc. all of its
     rights,  obligations  and  liabilities  as a  general  partner  of the  BRG
     Partnerships (less and except any proceeds  distributed or distributable to
     such  general  partner in  connection  with the sales  described in Section
     2.1(a)  above) and, in  consideration  for such  contribution,  BRG Holding
     Company,  Inc.  shall  assume  all of  BRG's  obligations  and  liabilities
     (whether   attributable   to  the  time  period   prior  to  or  after  the
     contribution)  arising  from its  serving  as a general  partner of the BRG
     Partnerships;
<PAGE>

          (c) Third,  immediately following the foregoing transactions,  BRG and
     BRG  Petroleum   Corporation  shall  consummate  the  Subsidiary   Transfer
     described in Section 6.4; and

          (d) Fourth, immediately following the foregoing transactions,  the BRG
     Shareholders shall sell, transfer, assign, convey and deliver to Buyer, and
     Buyer shall purchase from the BRG Shareholders,  the Shares, free and clear
     of all Encumbrances;

     It is  understood  and  agreed  that  certain of the BRG  Shareholders  own
interests in certain of the BRG Oil and Gas  Properties  and such  interests are
not being  sold  hereto but are to be  retained  by such BRG  Shareholders  (the
"Individual Shareholder Interests").

     2.2  Purchase  Price;  Earnest  Money.  Upon the terms and  subject  to the
conditions  of this  Agreement  and the  adjustment  provided for in Section 2.5
hereof,  the Buyer  shall pay to  Sellers  an  aggregate  of  $102,000,000  (the
"Purchase Price") for the Shares, the BRG Partnership  Properties and the 1997-I
Properties,  to be  allocated  and  paid as  provided  in  Schedule  2.4  below.
Contemporaneous  with Buyer's  execution of this Agreement,  Buyer shall pay the
sum of $1,000,000 (the "Earnest Money") to Sellers'  Representative  (as defined
in Section  10.4) for the benefit of Sellers.  In the event the Closing  occurs,
the  Earnest  Money  shall be  applied  upon  the  Purchase  Price  but held and
distributed  in  accordance  with Section 2.3, or if the Closing does not occur,
the Earnest  Money shall be paid in  accordance  with  Section 2.3. The Purchase
Price, less the Earnest Money, and as adjusted pursuant to Sections 2.4 and 2.5,
shall be payable in immediately  available  funds at Closing as specified by the
Sellers'  Representative  and  shall be held  and  distributed  by the  Sellers'
Representative  to the Sellers in accordance  with the  allocation  set forth in
Schedule 2.4. Sellers agree that Buyer shall have no responsibility or liability
for the distribution of the adjusted Purchase Price by Sellers'  Representative.
As  further  consideration,  the Buyer  will  assume and agree to pay all of the
liabilities,  obligations,  indebtedness  and  commitments  of  each  of the BRG
Partnerships and 1997-I Program Participants to the extent specifically included
in the  Adjusted  Working  Capital  of such BRG  Partnership  or 1997-I  Program
Participant calculated for purposes of Section 2.5 hereof in accordance with the
allocation set forth in Schedule 2.4.

     2.3 Payment of Earnest Money. Upon its receipt, the Sellers' Representative
shall deposit the Earnest Money in a segregated  account  (which may be interest
paying) and shall pay out and distribute it only in accordance with this Section
2.3. In the event Buyer  breaches this Agreement by failing or refusing to close
the  sale  contemplated  hereby  on the  Closing  Date  and  provided  that  the
conditions  contained in this  Agreement to which the duties and  obligations of
Buyer are subject as set forth in Section 8.1 shall have been  fulfilled  in all
material  respects  and not waived by Buyer,  Sellers  shall  retain the Earnest
Money as  liquidated  damages in lieu of all other damages (and as Sellers' sole
remedy in such event). The parties hereby acknowledge that the extent of damages
to Sellers occasioned by such failure or refusal by Buyer would be impossible or

<PAGE>

extremely impractical to ascertain and that the amount of the Earnest Money is a
fair and  reasonable  estimate of such damages under the  circumstances.  In the
event the Closing does not occur and the Earnest  Money is not applied  pursuant
to Section 2.2 or retained pursuant to the foregoing  provisions of this Section
2.3, the Earnest Money shall be returned to Buyer without interest. In the event
the Closing occurs, Sellers' Representative will retain the Earnest Money in the
segregated   account   until  such  time  as  the   Adjusted   Working   Capital
reconciliation  contemplated  by Section  2.7 has been  completed  and the final
Closing Adjusted  Working Capital has been  determined.  If, as a result of such
determination,  any amount is owing to Buyer, Sellers'  Representative shall pay
such  amount to Buyer on behalf of Sellers and shall  distribute  the balance of
the Earnest Money to the Sellers as appropriate.

     2.4  Allocation  and  Adjustment of Purchase  Price.  The allocation of the
Purchase  Price  for the  Shares,  the BRG  Partnership  Properties  of each BRG
Partnership  and the 1997-I  Properties  being  acquired by Buyer,  from Sellers
shall be as set forth in  Schedule  2.4.  Sellers and Buyer agree that they will
not take any position  inconsistent  with such  allocation  in preparing all Tax
Returns and reports to Governmental Bodies. Sellers and Buyer shall duly prepare
and timely file such reports and  information  returns as may be required  under
Section  1060 of the Code and any  corresponding  or  comparable  provisions  of
applicable  foreign,  state and local Tax laws to report the  allocation  of the
Purchase  Price.  The  Purchase  Price is based  on all of the  Shares,  the BRG
Partnership  Properties  owned by all BRG  Partnerships and the interests of all
1997-I  Program  Participants  in the 1997-I  Properties.  Should any of the BRG
Partnership  Properties or the 1997-I Properties not be included in the purchase
and sale hereunder  because the requisite  approvals of the limited  partners in
any of the BRG  Partnerships or any of the 1997-I Program  Participants  are not
obtained and Buyer agrees in writing to waive the condition to closing set forth
in Section  8.1(f),  then the Purchase Price shall be decreased by the amount of
such  property not included in the purchase and sale as such amount is set forth
in Schedule 2.4.

     2.5 Purchase  Price  Adjustments.  At Closing the aggregate  Purchase Price
payable to the BRG Shareholders for the Shares,  to each of the BRG Partnerships
for  the  BRG  Partnership   Properties  and  to  each  of  the  1997-I  Program
Participants for his or her interests in the 1997-I Properties shall be adjusted
as follows:

          (a)  upward by the amount of the  positive  Adjusted  Working  Capital
     attributable to BRG, the BRG Partnership or the 1997-I Program Participant,
     as the case may be, as of the  Closing  Date,  or downward by the amount of
     the negative Adjusted Working Capital  attributable to BRG, each of the BRG
     Partnerships or the 1997-I Program  Participant,  as the case may be, as of
     such date;

          (b)  downward  by the  aggregate  Defect  Value of all  uncured  Title
     Defects  determined  in  accordance  with  Section  6.8 below if and to the
     extent that such aggregate  Defect Value (as offset by the aggregate  value
     of any  increase in the NRI of any  Well/objective  formation(s)  listed on
     Schedule 4.13 because the actual NRI of such Well/objective formation(s) is
     determined to be greater than the NRI indicated therefor on Schedule 4.13)

<PAGE>

     exceeds  $100,000,  and upward by an amount equal to the aggregate value of
     any  increase  in the  NRI of any  Well/objective  formation(s)  listed  on
     Schedule  4.13  because  the  actual  NRI  of  such   Well/formation(s)  is
     determined to be greater than the NRI indicated  therefor on Schedule 4.13,
     if and to the extent that such aggregate  value (as offset by the aggregate
     Defect Value of all uncured  Title Defects  determined  in accordance  with
     Section 6.8 below) exceeds $100,000; and

          (c)  downward  by the amount of $1.00 per Mcf to the extent of any net
     gas  overproduction  attributable  to the  BRG  Oil & Gas  Properties,  BRG
     Partnership  Properties  of any  BRG  Partnership  or  all  of  the  1997-I
     Properties as a group as of the Closing  Date,  and upward by the amount of
     $1.00 per Mcf to the extent of any net gas underproduction  attributable to
     the  BRG  Oil & Gas  Properties,  BRG  Partnership  Properties  of any  BRG
     Partnership or the 1997-I Properties, as a group, as of the Closing Date.

After taking into account the  foregoing  adjustments,  the  aggregate  Purchase
Price payable to the BRG  Shareholders  shall then be reduced by the amount,  if
any,  paid or payable by BRG to the holders of  outstanding  options to purchase
Shares as  contemplated  by Section 6.5 hereof.  The per share price payable for
the Shares after the  adjustments  provided for herein  shall be  determined  as
follows:

          (y) The aggregate  Purchase  Price payable for the Shares after taking
     into  account the  adjustment  provided  for in the first  sentence of this
     Section 2.5 shall be  increased  by an amount  equal to the total  purchase
     price that would be payable by the holders of all of the  options  referred
     to in Section 6.5 upon  exercise of all of the options for the total number
     of Shares subject thereto.

          (z) The amount  determined in accordance with  subparagraph  (y) above
     shall then be divided by an amount equal to the total number of Shares that
     would be issued upon exercise of all of such options for the full number of
     Shares covered  thereby plus the total number of Shares that are issued and
     outstanding  on the Closing  Date.  The  resulting  amount shall be the per
     share  Purchase Price paid to the BRG  Shareholders  for each of the Shares
     purchased pursuant to this Agreement.

     2.6 Calculation of Closing  Statement.  On the day that is two (2) business
days prior to the date  scheduled for Closing,  Sellers shall furnish to Buyer a
pro forma  consolidated  balance sheet of BRG (provided that the subsidiaries of
BRG being sold  pursuant to Section  6.4 hereof  shall not be deemed part of the
BRG consolidated group and will be shown separately),  balance sheets reflecting
the Adjusted Working Capital of each of the BRG Partnerships and a balance sheet
reflecting the Adjusted Working Capital of the BRG 1997-I Oil and Gas Program to
be determined for Purchase Price  adjustments  (each, a "Closing Balance Sheet")
at the date  scheduled  for  Closing,  certified by Sellers'  Representative  as
having been prepared in good faith using the best information then available. On

<PAGE>

the day that is one business  day prior to the  Closing,  Sellers and Buyer will
cooperatively  prepare a Closing  statement  listing each of the Purchase  Price
adjustments  to be  effected at the Closing  pursuant  hereto and the  estimated
Purchase Price after such  Adjustments.  Such estimate,  less the Earnest Money,
shall be paid by Buyer to  Sellers at Closing in  accordance  with  Section  2.2
above.

     2.7 Adjusted Working Capital and Gas Balancing Reconciliation.

          (a) Within the period  ending ninety (90) days after the Closing Date,
     Buyer shall furnish to Sellers'  Representative (i) a Closing Balance Sheet
     of  BRG,  of each of the BRG  Partnerships  and of the  1997-I  Oil and Gas
     Program, together with a calculation of the actual Adjusted Working Capital
     for each determined for Purchase Price  adjustments (the "Closing  Adjusted
     Working  Capital")  and (ii) a statement of the net gas  overproduction  or
     underproduction  for  BRG,  each of the  BRG  Partnerships  and the  1997-I
     Properties,  each certified by the chief financial  officer of the Buyer as
     having been prepared based upon the best information  reasonably available.
     Sellers'  Representative  shall have such access to the  offices,  records,
     files,  books of account and other  information of BRG and the Buyer as may
     be reasonably  necessary to audit and verify the information set out on the
     balance  sheets and gas  production  statements  furnished by Buyer.  Buyer
     shall  cause  its  and  BRG's  personnel  to  reasonably   assist  Sellers'
     Representative  in conducting  such audit.  Upon  completion of such audit,
     Sellers' Representative and Buyer shall meet and attempt to reach agreement
     on the  actual  Adjusted  Working  Capital  of each as of the  date of such
     balance sheet and as to the accuracy of the gas production statements.  Any
     such  agreement  shall be  evidenced by a written  memorandum  of agreement
     executed  by  Sellers'   Representative  and  Buyer  and  shall  be  final,
     conclusive and binding on the parties.

          (b) If within 30 days after receipt by Sellers'  Representative of the
     Closing Balance Sheet or the gas production  statements  furnished by Buyer
     pursuant to (a) above,  the parties  are unable to reach  agreement  on the
     actual  amount of the Adjusted  Working  Capital or gas  overproduction  or
     underproduction  figures,  then (i) if the parties so agree, the period for
     attempting to reach agreement shall be extended for an additional specified
     period,  or (ii) if the  parties  cannot  or do not  choose  to agree on an
     extension,  the  amount  of the  Adjusted  Working  Capital  or the gas net
     overproduction  or   underproduction   shall  be  determined   pursuant  to
     subsection (c) of this Section 2.7.

          (c) Buyer  shall  submit to Sellers'  Representative  the names of two
     national  independent public accounting firms,  neither of which shall have
     been engaged by Sellers or the Buyer during the three-year period ending on
     the Closing Date. Sellers' Representative shall select one of said firms by
     written  notice to Sellers  within  three  business  days after  receipt of
     Buyer's  nomination.  The  independent  public  accounting firm selected by
     Sellers' Representative (the "Accounting Firm") shall be engaged jointly by
     Buyer and Sellers'  Representative  and shall meet with  representatives of
     Buyer and Sellers'  Representative and his  representatives and be apprised
     of their  respective  calculations of the Closing  Adjusted Working Capital
     and the gas  overproduction  or  underproduction.  The Accounting Firm then
     shall  make  such  independent  study  as  it  shall  deem  appropriate  to
     determine, as nearly as possible, the actual Closing Adjusted Working

<PAGE>

     Capital or gas overproduction or underproduction.  Sellers'  Representative
     and Buyer  shall make  available  to the  Accounting  Firm all  information
     reasonably  requested by the  Accounting  Firm to make such  determination.
     Said determination  when made shall be conveyed to Sellers'  Representative
     and Buyer in  writing  and shall be final,  conclusive  and  binding on the
     parties  with respect to such issue.  All fees and expenses  charged by the
     Accounting Firm in connection with the  above-described  engagement and the
     costs and expenses of any audit performed  pursuant to subparagraph  2.7(a)
     above, shall be paid by the party whose calculation of the Closing Adjusted
     Working  Capital  or  gas  overproduction  or  underproduction   originally
     submitted to the  Accounting  Firm bears the greatest  difference  from the
     Closing Adjusted Working Capital or gas  overproduction or  underproduction
     determined by the Accounting Firm.

          (d) Promptly  after the Closing  Adjusted  Working  Capital or net gas
     overproduction or underproduction is determined by agreement of the parties
     pursuant to (b) above or by the  Accounting  Firm pursuant to (c) above,  a
     revised  Closing  statement  shall be prepared  with the only changed entry
     being the adjustment for Closing  Adjusted  Working  Capital or the net gas
     overproduction or underproduction,  as the case may be. Promptly thereafter
     the party in whose  favor such  changed  entry is made shall be paid by the
     other  party the amount of the  change,  to the same end as if the  revised
     Closing statement had been the Closing statement upon which the payments at
     Closing were based.

                                   ARTICLE III

                                     CLOSING

     3.1 Closing Date.  The Closing shall take place at 10:00 A.M.,  local time,
on June 1, 1998,  or such other date as may be agreed  upon by Buyer and Sellers
at the offices of BRG, 7134 South Yale, Suite 600, Tulsa,  Oklahoma 74136, or at
such  other  place or at such  other  time as shall be agreed  upon by Buyer and
Sellers.  The time and date on which the Closing is actually  held are sometimes
referred to herein as the "Closing Date".

     3.2 Sellers' Deliveries. At the Closing, Sellers shall deliver to Buyer all
of the following:

          (a) Copy of the certificate of  incorporation of BRG certified as of a
     recent date by the Secretary of State of the State of Oklahoma;

          (b)  Certificate of good standing of BRG issued as of a recent date by
     the Secretary of State of the State of Oklahoma;


<PAGE>

          (c)  Certificate  of the  secretary or an assistant  secretary of BRG,
     dated the Closing Date, in form and substance  reasonably  satisfactory  to
     Buyer, as to (i) no amendments to the certificate of  incorporation  of BRG
     other  than as  attached  and (ii) the  By-laws of BRG,  together  with all
     amendments thereto;

          (d) All consents,  waivers or approvals obtained by the Sellers or BRG
     with respect to the consummation of the  transactions  contemplated by this
     Agreement,  including  without  limitation,  evidence of (i) the  requisite
     approval of the limited partners of each of the BRG  Partnerships  (ii) the
     requisite  approval of each of the participants in the 1997-I Program,  and
     (iii) any  required  consents or waivers of  preferential  purchase  rights
     applicable to the transfer of assets by the BRG Partnerships and the 1997-I
     Program Participants.

          (e) The certificates  contemplated by Sections 8.1(a) and 8.1(b), duly
     executed by Sellers' Representative;

          (f) A signed  resignation by each of the directors and officers of BRG
     and terminations of all powers of attorney granted by BRG;

          (g) The  Organizational  Documents  of BRG and the books of minutes of
     meetings  of the boards of  directors,  committees  thereof,  shareholders,
     managers,  management committees and other similar records of BRG certified
     as true and correct by the secretary or assistant secretary of BRG;

          (h) Certificates representing the Shares duly endorsed for transfer to
     Buyer or with duly executed stock powers attached;

          (i) The entities/persons  included within the group comprising Sellers
     that  own  interests  in the BRG  Partnership  Properties  and  the  1997-I
     Properties  shall execute and deliver a Conveyance,  Assignment and Bill of
     Sale in  substantially  the form set forth in Exhibit A attached hereto and
     made a part hereof in as many counterparts as may be required to convey the
     beneficial ownership of such properties to BRG;

          (j) The BRG  Partnerships  and the 1997-I Program  Participants  shall
     deliver  possession  of the  BRG  Partnership  Properties  and  the  1997-I
     Properties, respectively, to Buyer;

          (k)  An  executed  statement  described  in  Treasury  Regulation  ss.
     1.1445-2(b)(2)  from  or on  behalf  of  each  party  constituting  Sellers
     certifying  that  such  party  Seller is not a foreign  person  within  the
     meaning of the Code;

          (l) A copy of the executed  stock purchase  agreement  entered into by
     BRG pursuant to Section 6.4; and


<PAGE>

          (m) A copy of the executed form of assignment and assumption agreement
     or other instrument referred to in Section 8.1(g).


                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF SELLERS

     As an  inducement  to Buyer to enter into this  Agreement and to consummate
the transactions  contemplated hereby, each of the Persons that make up Sellers,
severally, but not jointly,  represents and warrants to Buyer (i) if such Seller
is a BRG Shareholder, as to himself/herself/itself,  BRG and his/her/its Shares,
(ii) if such  Seller  is a BRG  Partnership,  as to such  partnership  and  such
partnership's  assets , or (iii) if such Seller is a 1997-I Program Participant,
as to  himself/herself/itself  and its  interests in the 1997-I  Properties,  as
follows:

     4.1 Ownership of Shares; Organization and Authority.uthority

          (a) Each of the BRG  Shareholders is the owner,  free and clear of any
     lien,  charge or  Encumbrance,  of the number of Shares set opposite his or
     her name in Schedule 2.4 and each has full right and  authority to transfer
     the  Shares  to  Buyer.  Schedule  2.4 also  reflects  each  holder  of the
     outstanding  BRG  Options  and  the  amounts  payable  to  such  holder  as
     contemplated by Section 6.5. None of the BRG Shareholders is a party to any
     option,  warrant,  purchase right,  or other contract or commitment  (other
     than this  Agreement) that could require him or her to sell,  transfer,  or
     otherwise dispose of any Shares. None of the BRG Shareholders is a party to
     any voting trust,  proxy, or other agreement or understanding  with respect
     to  the  voting  of  any  of  the  Shares.  Upon  the  consummation  of the
     transaction  described herein,  Buyer will have good and valid title to the
     Shares free and clear of all liens, charges and Encumbrances and the Shares
     will be validly issued, fully paid and nonassessable.

          (b)  Each  of the  BRG  Partnerships  is a  limited  partnership  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of  Oklahoma  and is duly  qualified  to do  business  and is in good
     standing  in  each  jurisdiction  in  which  the  nature  of  its  business
     activities or its ownership or leasing of property makes such qualification
     necessary  and in which  the  failure  to  qualify  would  not or could not
     reasonably be expected to have a Material  Adverse Effect.  Each of the BRG
     Partnerships  has full power and  authority  to own or lease and to operate
     and use its properties and to carry on its business as now conducted.  True
     and  correct  copies  of  each  of the  partnership  agreements  of the BRG
     Partnerships, as amended to date, have been delivered to Buyer.

          (c) Each of the BRG  Partnerships  has full  power  and  authority  to
     execute, deliver and perform this Agreement and all of the Sellers

<PAGE>

     Ancillary  Agreements.  The  execution,  delivery and  performance  of this
     Agreement and the Sellers Ancillary Agreements by the BRG Partnerships have
     been duly  authorized  and approved by all requisite  action on the part of
     the BRG  Partnerships,  subject to the  requirement  that this Agreement be
     approved  by the  limited  partners  of each BRG  Partnership.  Each Person
     executing  this  Agreement as attorney in fact for a BRG  Shareholder  or a
     1997-I Program Participant has the full power and authority to execute this
     Agreement  and any of the Sellers  Ancillary  Agreements  on behalf of such
     party.  This Agreement has been duly authorized,  executed and delivered by
     each of Sellers  and,  subject to the  requirement  that this  Agreement be
     approved by the limited partners of each BRG Partnership in accordance with
     the terms of its  partnership  agreement,  is the legal,  valid and binding
     obligation of each of Sellers  enforceable  in  accordance  with its terms.
     Each of the Sellers  Ancillary  Agreements has been duly authorized by each
     of Sellers  and upon  execution  and  delivery  by each of Sellers who is a
     party  thereto  will be a legal,  valid and binding  obligation  of each of
     Sellers enforceable in accordance with its terms.

          (d) BRG has full power and  authority to execute,  deliver and perform
     this  Agreement  and all of the  Sellers  Ancillary  Agreements  as Program
     Administrator  and  Attorney-In-Fact  for the 1997-I  Program  Participants
     under the  terms of the BRG  1997-I  Oil and Gas  Program  Agreement.  This
     Agreement  has been  duly  authorized,  executed  and  delivered  by BRG as
     Program   Administrator  and   Attorney-In-Fact   for  the  1997-I  Program
     Participants and is the legal,  valid and binding  obligation of the 1997-I
     Program  Participants  enforceable in accordance with its terms (subject to
     normal  equitable   principles  and  subject  to  bankruptcy,   insolvency,
     fraudulent  conveyance and similar laws affecting the rights of creditors),
     and  upon  execution  and  delivery  by BRG as  Program  Administrator  and
     Attorney-In-Fact for the 1997-I Program Participants will be a legal, valid
     and binding  obligation of the 1997-I Program  Participants  enforceable in
     accordance  with its terms  (subject  to normal  equitable  principles  and
     subject to bankruptcy,  insolvency,  fraudulent conveyance and similar laws
     affecting the rights of creditors).

          (e) BRG Holding Company, Inc. is a corporation duly organized, validly
     existing and in good  standing  under the laws of the State of Oklahoma and
     it has full power and  authority to own or lease and to operate and use its
     properties  and to carry on its business as now conducted and to become and
     serve as the substitute  general partner of the BRG  Partnerships.  Neither
     the  consummation of any of the  transactions  contemplated  hereby nor the
     substitution  of or  service  by BRG  Holding  Company,  Inc.  as a general
     partner of the BRG Partnerships  will conflict with,  result in a breach of
     the terms,  conditions or provisions of, or constitute a default,  an event
     of default or an event  creating  rights of  acceleration,  termination  or
     cancellation  or a loss of  rights  under,  or result  in the  creation  or
     imposition of any  Encumbrance  upon any of the assets or properties of BRG
     Holding Company, Inc. under (i) the Organizational Documents of BRG Holding
     Company,  Inc.,  (ii) any note,  instrument,  agreement,  mortgage,  lease,
     license,  franchise,  permit or other authorization,  right, restriction or
     obligation to which BRG Holding Company, Inc. is a party or any of its

<PAGE>

     assets or properties or by which BRG Holding Company,  Inc. is bound, (iii)
     any Court Order to which BRG Holding Company, Inc. is a party or any of its
     assets or properties or by which it is bound,  or (iv) any  Requirements of
     Laws affecting BRG Holding  Company,  Inc. or its assets or properties;  or
     require  the  approval,  consent,  authorization,  order or act of,  or the
     making  by  BRG  Holding  Company,  Inc.  of  any  declaration,  filing  or
     registration with, any Person or court.

     4.2 No  Conflict.  Except as set forth in  Schedule  4.2,  neither  (i) the
execution  and  delivery  of  this  Agreement  or any of the  Sellers  Ancillary
Agreements  to  which  it is a  party,  (ii)  the  consummation  of  any  of the
transactions  contemplated  hereby  or  thereby  nor  (iii)  compliance  with or
fulfillment of the terms, conditions and provisions hereof or thereof will:

          (a)  violate  or  conflict  with,  result  in a breach  of the  terms,
     conditions or provisions  of, or constitute a default,  an event of default
     or an event creating rights of acceleration, termination or cancellation or
     a loss of rights  under,  or result in the  creation or  imposition  of any
     Encumbrance  upon  any  of  the  assets  or  properties  of  BRG,  the  BRG
     Partnerships   or  the   1997-I   Program   Participants,   under  (i)  the
     Organizational  Documents  of BRG or the BRG  Partnerships,  (ii) any note,
     instrument,   mortgage,   lease,  license,   franchise,   permit  or  other
     authorization,  right,  restriction,  obligation or agreement to which BRG,
     the BRG  Partnerships or the 1997-I Program  Participants is a party or any
     of the respective  assets or properties of BRG, the BRG Partnerships or the
     1997-I  Program   Participants   is  subject  or  by  which  BRG,  the  BRG
     Partnerships or the 1997-I Program  Participants is bound,  (iii) any Court
     Order to which BRG, the BRG Partnerships or the 1997-I Program Participants
     is a party or any of the  respective  assets or  properties of BRG, the BRG
     Partnerships or the 1997-I Program Participants is subject or by which BRG,
     the BRG  Partnerships or the 1997-I Program  Participants is bound, or (iv)
     any  Requirements of Laws affecting BRG, the BRG Partnerships or the 1997-I
     Program Participants or their respective assets or properties; or

          (b) require the approval, consent, authorization,  order or act of, or
     the making by BRG, the BRG Partnerships or the 1997-I Program  Participants
     of any declaration, filing or registration with, any Person or court.

     4.3 Organization and Capital Structure of BRG.e of BRG.

          (a) BRG is a corporation duly organized,  validly existing and in good
     standing under the laws of the State of Oklahoma.  BRG is duly qualified to
     transact business as a foreign  corporation and is in good standing in each
     of the  jurisdictions  set forth in  Schedule  4.3,  and there are no other
     jurisdictions  in which the  ownership or leasing of any of BRG's assets or
     the conduct of its business requires such  qualification,  except where the
     failure to be so qualified would not or could not reasonably be expected to
     have a Material Adverse Effect.  BRG has full corporate power and authority
     to own or lease and to  operate  and use its  properties  and assets and to
     carry on its business as now conducted.
<PAGE>

                  (b) The  authorized  capital  stock of BRG  consists of 50,000
         shares of Common Stock, par value $1.00 per share (the "Common Stock"),
         of which 9,500 shares are issued and outstanding, 500 shares are issued
         and held in the  Company's  treasury  (all of which  are  reserved  for
         issuance upon the exercise of currently  outstanding stock options) and
         40,000 shares are unissued and not reserved for any purpose. Except for
         this  Agreement  and  as  set  forth  in  Schedule  4.3,  there  are no
         agreements,   arrangements,   options,   warrants,   calls,  rights  or
         commitments of any character relating to the issuance,  sale,  purchase
         or  redemption  of any shares of capital stock of BRG. No holder of the
         Common  Stock has any  preemptive,  stock  purchase or other  rights to
         acquire Common Stock. All of the outstanding shares of the Common Stock
         are validly issued, fully paid and nonassessable and were not issued in
         violation of any preemptive or similar rights. The BRG Shareholders are
         the record and beneficial  owners of all of the issued and  outstanding
         shares of the Common Stock.

               (c)  Attached  hereto  as part of  Schedule  4.3(c)  are true and
          complete copies of the certificate of incorporation and all amendments
          thereto and of the  By-laws,  as amended to date.  A true and complete
          copy of the stock  ledger of BRG has been  delivered to Buyer prior to
          the execution hereof.

     4.4  Subsidiaries.  Other than BRG Holding  Company,  Inc.,  BRG Production
Company,  Charter  Servicing  Company,  the BRG  Partnerships  and the  Excluded
Assets, BRG does not own, directly or indirectly,  any interest or investment in
any corporation,  association,  joint venture,  partnership,  limited  liability
company or other  business  organization,  firm or  enterprise  of any character
whatsoever.  Charter Servicing Company is a corporation duly organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation and has full corporate power and authority to conduct its business
as it is now being  conducted and to own,  operate or lease the  properties  and
assets it  currently  owns,  operates or holds under  lease.  Charter  Servicing
Company  is  duly  qualified  to do  business  and is in good  standing  in each
jurisdiction where the character of its business or the nature of its properties
makes such  qualification  necessary  and in which the failure to qualify  would
have a Material Adverse Effect.  All of the outstanding  shares of capital stock
or similar equity interests of Charter Servicing Company are validly issued, are
fully  paid and  nonassessable,  and are  owned  by BRG  free  and  clear of any
Encumbrance.  Charter  Servicing Company is not a party to, or otherwise subject
to any  legal  restriction  or any  agreement  (other  than this  Agreement  and
customary limitations imposed by corporate law statutes) restricting the ability
of such  entity  to pay  dividends  out of  profits  or make any  other  similar
distributions of profits to BRG.

     4.5  Financial  Statements.  Attached  as  Schedule  4.5 are the  following
financial  statements  of  BRG  and  the  BRG  Partnerships   (collectively  the
"Financial  Statements"):  (i) the audited consolidated financial statements for
the year ended December 31, 1996, and (ii) the unaudited  consolidated financial
statements  for the year ended  December  31,  1997.  The  Financial  Statements

<PAGE>

(including the notes thereto) have been prepared in accordance with GAAP applied
on a consistent  basis  throughout the periods covered thereby  (except,  in the
case of (ii), for normally  recurring audit  adjustments) and present fairly the
financial  condition  as of such dates and the  results of  operations  for such
periods.

     4.6 Absence of Material Adverse Effect. Except as disclosed in Schedule 4.6
or as contemplated by this Agreement, since December 31, 1997:

               (a) To the knowledge of BRG,  there has been no Material  Adverse
          Effect;

               (b) Each of BRG,  the BRG  Partnerships  and the  1997-I  Program
          Participants  has conducted its business in the ordinary course and in
          conformity with past practice; and

               (c) Each of BRG,  the BRG  Partnerships  and the  1997-I  Program
          Participants  has not (i)  discharged or satisfied any  Encumbrance or
          paid any obligation or liability,  absolute or contingent,  other than
          current  liabilities  incurred  and  paid in the  ordinary  course  of
          business and consistent with past practices;

               (d)  Except  for  Permitted  Encumbrances,  each of BRG,  the BRG
          Partnerships  and the 1997-I Program  Participants has not suffered or
          permitted any Encumbrance to arise or be granted or created against or
          upon any of its assets;

               (e) None of BRG or any of the BRG  Partnerships  has  amended its
          Organizational Documents;

               (f)  None  of  BRG,  any of the BRG  Partnerships  or the  1997-I
          Program Participants has agreed,  whether in writing or otherwise,  to
          do any of the foregoing.

     4.7 Compliance with Agreements.reements

               (a)  None  of  BRG,  any of the BRG  Partnerships  or the  1997-I
          Program Participants is in violation of, or in default in any material
          respect  under,  and no event has  occurred  that (with  notice or the
          lapse of time or both)  would  constitute  a  violation  of or default
          under, (i) its Organizational  Documents,  as applicable,  or (ii) any
          agreement, except for any violation or default that would not or could
          not reasonably be expected to, individually or in the aggregate,  have
          a Material Adverse Effect.

               (b) Set forth in Schedule 4.7 hereto are the following agreements
          to which BRG or  Charter  Servicing  Company  are  subject or to which
          their respective  properties or the BRG Partnership  Properties or the
          1997-I Program  Properties are bound: (i) all employment or consulting
          contracts;  (ii) all capital redemption or purchase agreements;  (iii)
          all agreements providing for the indemnification of others against any
          liabilities  or the sharing of the tax liability of others (except for
          such obligations incurred in the ordinary course of business as an

<PAGE>

          operator of oil and gas properties  under  service,  drilling or other
          similar  agreements);  (iv) all  license  agreements  (as  licensor or
          licensee); (v) all material operating agreements;  (vi) all production
          sales or purchase contracts that are not terminable without penalty on
          30 days  notice or less;  (vii) all  material  transportation  and gas
          balancing  agreements;  (viii) all  agreements for the purchase of any
          commodity,  material  or  equipment  except  purchase  orders  in  the
          ordinary course of business  consistent  with past practice;  (ix) all
          other  agreements  creating any  obligations  that  require  aggregate
          future  payments  in  excess  of  $100,000  by (a)  BRG,  (b)  Charter
          Servicing  Company,  (c) the BRG Partnerships  with respect to the BRG
          Partnership  Properties,  or (d) the 1997-I Program  Participants with
          respect  to the  1997-I  Properties;  (x)  all  agreements  containing
          covenants  limiting  or  restricting  the  freedom  of  BRG,  the  BRG
          Partnerships or their respective  affiliates to compete in any line of
          business  or  territory  or with any  person or  entity;  (xi) area of
          mutual   interest   agreements,   (xii)  all  agreements  for  capital
          expenditures  or the  acquisition or construction of fixed assets that
          requires  aggregate future payments in excess of $100,000,  (xiii) all
          agreements  for or  that  contemplate  the  sale  of  any  of the  BRG
          Properties,  the BRG Partnership  Properties or the 1997-I Properties,
          and  (xiv)  all  indentures,   mortgages,   promissory   notes,   loan
          agreements,  guaranties  or other  agreements or  commitments  for the
          borrowing of money or any related security  agreements.  Except as set
          forth in Schedule 4.7 hereof,  none of the contracts described in such
          schedule have been amended or modified except as set forth in Schedule
          4.7.  BRG has no knowledge of any notice or threat of or basis for the
          termination,  expiration or modification of any contract  described in
          Schedule 4.7 within one year from the date hereof,  which termination,
          expiration or modification would have a Material Adverse Effect. Buyer
          has been  provided  with  access to true and  complete  copies of each
          contract, agreement and instrument listed in Schedule 4.7.

     4.8 Taxes.

          (a) Except as set forth in  Schedule  4.8,  (i) all Tax  Returns of or
     with  respect  to any Tax which are  required  to be filed on or before the
     Closing  Date  by or with  respect  to BRG or any  BRG  Partnership  or the
     business operations of BRG or any BRG Partnership have been or will be duly
     and timely  filed,  (ii) all items of income,  gain,  loss,  deduction  and
     credit or other items  required to be included in each such Tax Return have
     been or will be so included and all  information  provided in each such Tax
     Return is true, correct and complete,  (iii) all Taxes which have become or
     will become due with respect to the period  covered by each such Tax Return
     have  been  or will be  timely  paid in  full,  (iv)  all  withholding  Tax
     requirements  imposed on or with respect to BRG or any BRG Partnership have
     been or will be  satisfied  in full in all  respects,  and (v) no  penalty,
     interest  or other  charge is or will  become due with  respect to the late
     filing of any such Tax Return or late payment of any such Tax.

          (b)  There  is no claim  against  BRG or any BRG  Partnership  for any
     Taxes,  and no  assessment,  deficiency or adjustment  has been asserted or
     proposed  with  respect to any Tax Return of or with  respect to BRG or any
     BRG Partnership.

          (c)  Except as set forth in  Schedule  4.8,  there is not in force any
     extension  of time with  respect  to the due date for the filing of any Tax
     Return of or with  respect to BRG or any BRG  Partnership  or any waiver or
     agreement  for any  extension of time for the  assessment or payment of any
     Tax of or with respect to BRG or any BRG Partnership.

          (d) The total amounts set up as  liabilities  for current and deferred
     Taxes in the December 31, 1997 Balance  Sheet are  sufficient  to cover the
     payment of all Taxes,  whether or not assessed or  disputed,  which are, or
     are hereafter  found to be, or to have been, due by or with respect to BRG,
     its  subsidiaries  and their business up to and through the periods covered
     thereby.

          (e)  None  of  BRG  or any  BRG  Partnership  is a  party  to any  Tax
     allocation or sharing  agreement and no payments are due or will become due
     by  BRG  or  any  BRG  Partnership   pursuant  to  any  such  agreement  or
     arrangement.

          (f) Except as set forth in Schedule  4.8,  none of the property of BRG
     (other  than  its  interests  in  the  BRG   Partnerships  and  the  1997-I
     Properties) or any BRG Partnership is held in an arrangement  that could be
     classified as a partnership for Tax purposes.

          (g)  Except  as set forth in  Schedule  4.8,  neither  BRG nor any BRG
     Partnership  will be  required  to  include  any  amount in income  for any
     taxable period beginning after or including the Closing Date as a result of
     a change in  accounting  method for any taxable  period ending on or before
     the Closing Date or pursuant to any agreement  with any Tax authority  with
     respect to any such taxable period.

          (h) BRG has not consented to have the provisions of section  341(f)(2)
     of the Code apply with respect to a sale of its stock.

     4.9 Governmental Permits.

          (a)  Except  as set  forth  on  Schedule  4.9,  each of  BRG,  the BRG
     Partnerships and the 1997-I Program  Participants  owns, holds or possesses
     all  material  licenses,  franchises,   permits,  privileges,   immunities,
     concessions,  approvals  and  other  authorizations  from all  Governmental
     Bodies which are  necessary to entitle it to own or lease,  operate and use
     its assets and to carry on and conduct its business as currently  conducted
     (herein collectively called "Governmental Permits").

          (b)  Each  of  BRG,  the  BRG  Partnerships  and  the  1997-I  Program
     Participants has fulfilled and performed their respective obligations under
     each of the

<PAGE>

     Governmental  Permits,  and no event has  occurred or condition or state of
     facts exists which  constitutes  or, after notice or lapse of time or both,
     would constitute a breach or default under any such Governmental  Permit or
     which  permits  or,  after  notice or lapse of time or both,  would  permit
     revocation or termination of any such Governmental  Permit, and which would
     or reasonably could be expected to have a Material Adverse Effect.

     4.10 No Default. There is no uncorrected event of default by BRG or the BRG
Partnerships  under the terms of their  Organizational  Documents.  In addition,
there is no uncorrected  event of default or breach by BRG, the BRG Partnerships
or the 1997-I Program Participants or, to Sellers' knowledge, by any other party
which has occurred under the terms of any contract, agreement,  document, lease,
commitment,  license, franchise, permit, authorization,  concession, order, law,
rule or  regulation,  which  violation  could  reasonably  be expected to have a
Material Adverse Effect, and no event has occurred that is, or which with notice
or  lapse  of time or both  would  constitute,  such a  default  under  any such
contract, agreement,  documents, lease, commitment,  license, franchise, permit,
authorization, concession, order, law, rule or regulation.

     4.11 Environmental Matters. Except as set forth in Schedule 4.11:

          (a) Each of BRG and the BRG  Partnerships  has  conducted its business
     and operated its assets,  and is conducting  its business and operating its
     assets,  in material  compliance  with all  Environmental  Laws and the BRG
     Properties, the BRG Partnership Properties and the 1997-I Properties are in
     material compliance with all applicable Environmental Laws;

          (b) Each of BRG and the BRG  Partnerships has not been notified by any
     Governmental  Body that any of the  operations  or assets of BRG or the BRG
     Partnerships  is  the  subject  of  any  investigation  or  inquiry  by any
     Governmental  Body  evaluating  whether  any  remedial  action is needed to
     respond  to a release  of any  Contaminant  or to the  improper  storage or
     disposal  (including  storage  or  disposal  at offsite  locations)  of any
     Contaminant;

          (c) Neither BRG, the BRG  Partnerships  nor any other Person has filed
     any notice under any federal,  state or local law indicating  that (i) BRG,
     any of the BRG  Partnerships  or any of the 1997-I Program  Participants is
     responsible for the improper release into the environment,  or the improper
     storage or disposal,  of any Hazardous Material, or (ii) any Contaminant is
     improperly  stored or disposed of upon any BRG  Property,  BRG  Partnership
     Property or 1997-I Property;

          (d) None of BRG,  any of the BRG  Partnerships  nor any of the  1997-I
     Program  Participants has any material  contingent  liability in connection
     with (i) the release into the  environment at or on (x) any property now or
     previously  owned or  leased  by BRG,  or any BRG  Partnerships  or (y) any
     1997-I  Program  Property,   or  (ii)  the  storage  or  disposal  of,  any
     Contaminant;


<PAGE>

          (e)  Neither  BRG nor the BRG  Partnerships  has  received  any claim,
     complaint,  notice,  inquiry  or  request  for  information  which  remains
     unresolved  as of the date  hereof  with  respect to any  alleged  material
     violation of any Environmental Law or regarding  potential  liability under
     any   Environmental  Law  relating  to  operations  or  conditions  of  any
     facilities  or  property  owned,   leased  or  operated  by  BRG,  the  BRG
     Partnerships  or the 1997-I  Program  Participants  (to the extent of their
     interests in the 1997-I Properties);

          (f) No property now or previously  owned,  leased or operated by BRG ,
     the BRG  Partnerships or the 1997-I Program  Participants (to the extent of
     their  interests  in the  1997-I  Properties)  is  listed  on the  National
     Priorities List pursuant to CERCLA or on any other federal or state list as
     sites requiring investigation or cleanup;

          (g) Neither BRG nor the BRG Partnerships is directly transporting, has
     directly  transported,  is directly arranging for the transportation of, or
     has directly  transported,  any Contaminant to any location which is listed
     on the  National  Priorities  List  pursuant  to CERCLA  or on any  similar
     federal or state list or which is the  subject of  federal,  state or local
     enforcement  actions  or other  investigations  that  may lead to  material
     claims against such company for remedial work,  damage to natural resources
     or personal injury, including claims under CERCLA; and

          (h) There are no sites, locations or operations at which either BRG or
     the BRG  Partnerships  is  currently  undertaking,  or has  completed,  any
     remedial or response  action  relating to any such disposal or release,  as
     required by Environmental Laws.

     4.12 Books and Records. To BRG's knowledge, all books, records and files of
BRG,  the BRG  Partnerships  and the BRG 1997-I Oil and Gas  Program  (including
those  pertaining  to the  BRG  Oil and  Gas  Properties,  the  BRG  Partnership
Properties,  the 1997-I Properties,  wells and other assets, those pertaining to
the  production,  gathering,   transportation  and  sale  of  Hydrocarbons,  and
corporate,  accounting and financial records) (a) have been prepared,  assembled
and  maintained in accordance  with usual and customary  policies and procedures
and (b)  fairly  and  accurately  reflect  the  ownership,  use,  enjoyment  and
operation of BRG and the BRG  Partnerships  of their  respective  assets and the
1997-I Program Participants of the 1997-I Properties.

     4.13 Oil and Gas Properties

          (a)  Each of BRG,  and the BRG  Partnerships  and the  1997-I  Program
     Participants has Good and Defensible  Title to its respective  interests in
     the BRG Oil and Gas  Properties,  the BRG  Partnership  Properties  and the
     1997-I Properties. None of the reserve or financial information relating to
     the  transactions   described  herein  and  provided  to  Buyer  cover  the
     Individual Shareholder Interests.

          (b)  Each  of BRG  and the BRG  Partnerships  and the  1997-I  Program

<PAGE>

     Participants  has complied in all material  respects  with the terms of its
     Leases and other agreements relating to the BRG Oil and Gas Properties, the
     BRG Partnership Properties and the 1997-I Properties,  and no claim adverse
     to the  rights  of BRG or the  BRG  Partnerships  and  the  1997-I  Program
     Participants  as lessee or assignee under any of such Leases or questioning
     their respective rights to the continued possession of the lands subject to
     the Leases has been asserted by any party.

     4.14 Compliance with  Requirements of Laws. Except as listed or referred to
in Schedule 4.14, and except as to matters not having a Material Adverse Effect,
to  BRG's   knowledge,   BRG,  the  BRG  Partnerships  and  the  1997-I  Program
Participants  and  their  respective  properties  are  in  compliance  with  all
applicable Requirements of Laws.

     4.15 Payments.  Except as set forth in Schedule 4.15, all accrued  rentals,
royalties,  operating  costs and expenses and other costs and expenses which are
due from or are the  responsibility  of  owners of the BRG  Properties,  the BRG
Partnership  Properties or the 1997-I Properties,  as the case may be, have been
timely  paid,  or if not paid,  are being  contested in good faith in the normal
course  of  business  under  circumstances  where  adequate  reserves  have been
established  therefor and  reflected in all  appropriate  financial  statements.
Schedule 4.15 lists all outstanding payments or obligations exceeding the sum of
$1,000  which are being  contested by BRG,  the BRG  Partnerships  or the 1997-I
Program Participants.

     4.16 Benefit Plans.

          (a) Schedule  4.16(a)  provides a description of each of the following
     which is sponsored,  maintained or contributed to by BRG for the benefit of
     the employees of BRG, or has been so sponsored,  maintained or  contributed
     to within six years prior to the Closing Date:

               (i) each  "employee  benefit  plan," as such term is  defined  in
          Section 3(3) of ERISA (including, but not limited to, employee benefit
          plans, such as foreign plans,  which are not subject to the provisions
          of ERISA) ("Benefit Plan");

               (ii)  each  personnel  policy,  stock  option  plan,   collective
          bargaining agreement, bonus plan or arrangement,  incentive award plan
          or  arrangement,  vacation  policy,  severance  pay plan,  policy,  or
          agreement,  deferred compensation agreement or arrangement,  executive
          compensation or supplemental income arrangement, consulting agreement,
          employment agreement, and each other employee benefit plan, agreement,
          arrangement,   program,   practice,  or  understanding  which  is  not
          described in Section 4.16(a)(i) ("Benefit Program or Agreement").

          (b) True,  correct,  and complete copies of each of the Benefit Plans,
     and related trusts, if applicable, including all amendments thereto, have

<PAGE>

     been furnished or made available to Buyer. There has also been furnished or
     made available to Buyer, with respect to each Benefit Plan required to file
     such report and  description,  the most recent  report on Form 5500 and the
     summary  plan   description.   True,   correct,   and  complete  copies  or
     descriptions  of  all  Benefit  Programs  and  Agreements  have  also  been
     furnished or made available to Buyer.

          (c) Except as otherwise set forth on Schedule 4.16(c),

               (i)  BRG  does  not  contribute  to  or  have  an  obligation  to
          contribute  to, and has not at any time  within six years prior to the
          Closing Date  contributed  to or had an obligation to contribute to, a
          multiemployer plan within the meaning of Section 3(37) of ERISA;

               (ii) All reports and  disclosures  relating to the Benefit  Plans
          required  to be filed  with or  furnished  to  governmental  agencies,
          Benefit  Plan  participants  or Benefit Plan  beneficiaries  have been
          filed or  furnished  in  accordance  with  applicable  law in a timely
          manner,  and each Benefit  Plan and each Benefit  Program or Agreement
          has been  administered  in substantial  compliance  with its governing
          documents;

               (iii) Each of the Benefit  Plans  intended to be qualified  under
          Section  401 of the Code,  (A)  satisfies  in form and  operation  the
          requirements  of such Section except to the extent  amendments are not
          required  by law to be made until a date after the Closing  Date,  (B)
          has  received  a  favorable  determination  letter  from the  Internal
          Revenue Service  regarding such qualified  status,  (C) has not, since
          receipt  of the  most  recent  favorable  determination  letter,  been
          amended,  and (D) has not been operated in a way that would  adversely
          affect its qualified status;

               (iv) No Benefit Plan  subject to Title IV of ERISA is  sponsored,
          maintained  or  contributed  to or has been  sponsored,  maintained or
          contributed  to within six years prior to the  Closing  Date by BRG or
          any  corporation,  trade  business or entity under common control with
          BRG, within the meaning of Section  414(b),  (c) or (m) of the Code or
          Section 4001 of ERISA;

               (v) As to any Benefit Plan intended to be qualified under Section
          401 of the Code, there has been no termination or partial  termination
          of the Benefit  Plan within the  meaning of Section  411(d)(3)  of the
          Code;

               (vi) No act,  omission or  transaction  has occurred  which would
          result in imposition on BRG of (A) breach of fiduciary  duty liability
          damages  under  Section  409 of ERISA,  (B) a civil  penalty  assessed
          pursuant to  subsections  (c), (i) or (l) of Section 502 of ERISA,  or
          (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code;


<PAGE>

          (vii) No  Benefit  Plan is or has been  funded by BRG  through a trust
          which is intended to be exempt from federal income  taxation  pursuant
          to Section 501(c)(9) of the Code;

          (d) Except as otherwise  set forth in Schedule 7.9, BRG is not a party
     to any agreement, nor has it established any policy or practice,  requiring
     it to make a payment or provide any other form of  compensation  or benefit
     to any person performing services for BRG upon termination of such services
     which would not be payable or  provided in the absence of the  consummation
     of the transactions contemplated by this Agreement.

          (e) Each Benefit Plan which is an "employee  welfare benefit plan," as
     such term is defined in Section 3(1) of ERISA, may be unilaterally  amended
     or  terminated  in its  entirety  without  liability  except as to benefits
     accrued thereunder prior to such amendment or termination.

     4.17  Litigation.  Except  as set  forth  in  Schedule  4.17,  there  is no
judgment,  order,  decree,  injunction  or  award,  or  claim,  suit,  action or
administrative,  arbitration or other  proceeding  (including but not limited to
bankruptcy  proceedings)  or any  kind of  investigation  pending  or,  to BRG's
knowledge,  threatened against or relating to BRG, the BRG Partnerships, the BRG
Properties,  the BRG Partnership Properties or the 1997-I Properties which seeks
injunctive or other equitable relief or which reasonably may be expected to have
a Material Adverse Effect,  and none of BRG, the BRG Partnerships,  any of their
present  directors,  officers or employees,  or, to the knowledge of BRG, any of
their former directors, officers or employees or the 1997-I Program Participants
has received or been advised of any unsatisfied request for information, notice,
administrative  inquiry or claim that could  reasonably be expected to result in
such  judgment,  order,  decree,  injunction,  award,  claim,  suit,  action  or
proceeding.

     4.18 Insurance.  Schedule 4.18 sets forth a true and correct description of
the  insurance  policies  maintained  by  BRG  and  the  BRG  Partnerships  (the
"Insurance  Policies"),  including the amounts and type of coverage,  applicable
deductibles and any material  exclusions  thereto.  No notice of cancellation or
termination has been given to BRG or the BRG Partnerships by an insurer and none
of BRG and the BRG  Partnerships  have any reason to believe that any insurer is
contesting or intends to contest the validity,  enforceability or collectibility
of any of the  Insurance  Policies or intends to deny coverage  thereunder.  All
premiums required to be paid have been paid in full through the Closing Date. No
claims have been made  against BRG or the BRG  Partnerships  with respect to the
types of loss or damage  covered by any of the  Insurance  Policies in excess of
coverage  under such  policies  or in excess of  adequate  reserves  established
therefor and reflected on the proper financial statements.

     4.19  Gas   Imbalances.   Schedule  4.19  sets  forth  (a)  imbalances  for
overproduction  and  underproduction  of  Hydrocarbons  from the BRG Oil and Gas
Properties, the BRG Partnership Properties and the 1997-I Properties as of the

<PAGE>

dates shown on such Schedule 4.19, or as a result of the sale or  transportation
of Hydrocarbons by BRG, the 1997-I Program  Participants or the BRG Partnerships
or the pipeline operations of Charter Servicing Company,  and (b) obligations of
BRG, the 1997-I Program  Participants  and the BRG  Partnerships as of the dates
shown on such Schedule 4.19, for the delivery of  Hydrocarbons  attributable  to
the BRG Oil and Gas Properties,  the BRG  Partnership  Properties and the 1997-I
Properties in the future on account of prepayment,  advance payment, take-or-pay
or similar obligations without then or thereafter being entitled to receive full
value therefor.

     4.20 Public Utility Holding Company Act.  Neither BRG nor any subsidiary of
BRG is subject to regulation  under the Public  Utility  Holding  Company Act of
1935, as amended, and the rules and regulations thereunder.

     4.21  Investment  Company  Act.panNeither  BRG  nor  any of  Sellers  is an
"investment  company" or a company  "controlled" by an "investment  company," in
each case within the meaning of the Investment Company Act of 1940, as amended.

     4.22 Wells. During any period operated by BRG, and to the knowledge of BRG,
during other periods (a) all of the wells in which BRG, the BRG Partnerships and
the 1997-I Program Participants have an interest have been drilled and completed
within the  boundaries  of the Leases or Units  relating to such wells or within
the limits otherwise permitted by contract, pooling or unitization agreement and
by applicable  law and (b) all such wells have been produced in compliance  with
allowables allocated thereto by the applicable  governmental  authority,  except
for such violations that would not or could not reasonably be expected to have a
Material Adverse Effect.

     4.23 Condition of Equipment. To the knowledge of BRG, all wells, platforms,
facilities,  equipment,  machinery and personal property owned or leased by BRG,
the BRG Partnerships and the 1997-I Program  Participants (a) are in an operable
state of repair,  subject to ordinary  wear and tear,  so as to be adequate  for
normal operations in accordance with standard industry  practice,  and to comply
with the requirements of all applicable contracts,  and (b) meet and comply with
all  Requirements  of Law, in each case except  where any such  failure to be in
good repair or comply with Requirements of Law would not or could not reasonably
be expected to have a Material  Adverse Effect.  NOTWITHSTANDING  THE FOREGOING,
BUYER  UNDERSTANDS  AND AGREES  THAT THE  CONVEYANCE  OF THE  PERSONAL  PROPERTY
REFERRED TO HEREIN AT THE CLOSING  SHALL BE MADE ON AN "AS IS,  WHERE IS" BASIS,
WITHOUT ANY WARRANTIES AS TO THE CONDITION OF THE PERSONAL  PROPERTY  INCLUDING,
WITHOUT  LIMITATION,  ANY  IMPLIED OR EXPRESS  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.

     4.24  Evaluation  Data. BRG, the BRG  Partnerships,  and the 1997-I Program
Participants   own  or  have  the  right  to  use  without  any  limitations  or
restrictions  adversely affecting the use of the same in the ordinary conduct of

<PAGE>

its business,  all material technology,  processes,  maps, seismic records, shot
points, field notes,  interpretations and programs, all seismic,  geological and
geophysical  information  and  libraries,   and  other  proprietary  information
relating to the BRG Properties,  the BRG  Partnership  Properties and the 1997-I
Properties (collectively, "Evaluation Data"), and this Agreement has not altered
or impaired,  nor will alter or impair, any such rights or has breached, or will
breach, any agreements with third party vendors or has required,  or may require
(whether  in  Sellers'  or BRG's  opinion or a third  party  vendor's  opinion),
payments of additional sums thereto, or has required, or may require (whether in
BRG's opinion or a third party vendor's  opinion),  the return of any records or
information,  except  in each  case as would  not or  could  not  reasonably  be
expected to have a Material  Adverse  Effect.  No person has any right to use or
obtain  access  to  any of the  Evaluation  Data,  and  no  person  has  overtly
challenged  or  questioned  the  validity  or  effectiveness  of any  license or
agreement  relating to the same or the right of BRG, the BRG Partnerships or the
1997-I Program  Participants,  as applicable,  to use the same,  except for such
challenges or questions that could not reasonably be expected to have a Material
Adverse Effect.

     4.25 Interaffiliate Transactions and Relationships.  Except as set forth in
Schedule  4.25,  BRG is not a  party  to and  none of the  BRG  Properties,  BRG
Partnership  Properties  or the  1997-I  Program  Properties  is  subject to any
agreement with any of Sellers,  or BRG Holding Company or BRG Production Company
that survive the Closing.

     4.26 Well Status.  Except as set forth in Schedule 4.26, there are no wells
located on the Leases or included  in the BRG  Properties,  the BRG  Partnership
Properties or the 1997-I Properties:

          (i)  that  any of BRG,  the BRG  Partnerships  or the  1997-I  Program
     Participants is currently  obligated by law or contract to plug and abandon
     or will be  obligated by law or contract to plug and abandon with the lapse
     of time or notice or both  because the wells are not  currently  capable of
     producing in commercial quantities;

          (ii) are subject to exceptions  to a  requirement  to plug and abandon
     issued  by  a  regulatory   authority  having  jurisdiction  over  the  BRG
     Properties, the BRG Partnership Properties or the 1997-I Properties; or

          (iii) to the  knowledge of BRG,  have been plugged and  abandoned  but
     have not been  plugged  or  reclaimed  in  accordance  with all  applicable
     requirements of each regulatory  authority  having  jurisdiction  over such
     properties.


     4.27  Section  29 Status of  Certain  Properties.  (a) Each Well  listed in
Schedule  4.27 (a "Section 29 Well") (i) was  drilled and fully  completed  as a
well capable of producing from the formation(s) specified on such schedule after
December 31, 1979 and prior to January 1, 1993,  and (ii) produces gas that is a
"qualified  fuel" under  section  29(c) of the Code and that  qualifies  for the
maximum production tax credit under section 29(a) of the Code and is not subject
to any limitation under section 29(b) of the Code; (b) no property (as such term

<PAGE>

is used in section  29(d)(4) of the Code) included in the  properties  listed on
Schedule 4.27 produced gas in marketable  quantities from Devonian  shale,  coal
seams,  geopressurized brine or tight formation(s) prior to January 1, 1980; and
(c) the Section 29 Wells are perforated  only in the  formation(s)  specified on
such schedule and the gas produced  from each Section 29 Well is not  commingled
with any gas that is not produced from such formation(s).

     4.28  Liabilities;  Indebtedness.  Except for  liabilities  incurred in the
ordinary course of business and not material individually or in the aggregate to
BRG  and  the BRG  Partnerships  on a  consolidated  basis,  none  of  BRG,  its
subsidiaries  or the BRG  Partnerships  (with  respect  to the  BRG  Partnership
Properties) have any material  (individually  or in the aggregate)  liabilities,
direct  or  contingent  except  as  provided  for the  Financial  Statements  or
disclosed in Schedule 4.28 or any of the other Schedules hereto.

     4.29 No Material Misstatements or Omissions. Neither this Agreement nor any
certificates or documents made or delivered in connection  herewith contains any
untrue  statement of a material fact or omits to state a material fact necessary
to  make  the  statements  herein  or  therein  not  misleading,  in view of the
circumstances in which they were made. To the knowledge of BRG, there is no fact
or  information  relating to the business,  prospects,  condition  (financial or
otherwise), affairs, operations, or assets of BRG that has not been disclosed to
Buyer in writing by Sellers'  Representative  which  could  result in a Material
Adverse Effect.

     4.30  Bankruptcy.  There is no  bankruptcy,  reorganization  or arrangement
proceedings  pending,  being  contemplated  by or, to the  knowledge of Sellers,
threatened against any of Sellers or their respective affiliates.

     4.31 Representations  Apply to Subsidiaries of BRG. The representations and
warranties  contained in this Article IV to the extent  applicable to BRG or its
assets shall also be deemed to cover and extend to Charter Servicing Company and
its assets in all respects.

     4.32  Allocation of Purchase  Price.  The  allocation of the Purchase Price
with respect to each of the BRG  Partnerships  and to the BRG 1997-I Oil and Gas
Program has been  independently  made by BRG and has been made (i) in accordance
with  the  partnership  agreements  of the  BRG  Partnerships  and  the  program
agreement of the BRG 1997-I Oil and Gas Program,  and (ii) in full  satisfaction
of BRG's fiduciary  responsibilities  and duties to the limited  partners of the
BRG Partnerships and the 1997-I Program Participants.

     4.33 BRG  1997-I Oil and Gas  Program  Funds.  All monies in program  funds
relating to the BRG 1997-I Oil and Gas Program have been expended and no further
drilling  obligations by BRG as program  administrator,  exist or are continuing
under the BRG 1997-I Oil and Gas Program

                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF BUYER


<PAGE>

     As an inducement to Sellers to enter into this  Agreement and to consummate
the transactions  contemplated  hereby,  Buyer hereby represents and warrants to
Sellers and agrees as follows:

     5.1 Organization of Buyer.  Buyer is a corporation duly organized,  validly
existing  and in good  standing  under the laws of the State of Delaware  and is
duly  qualified to do business and is in good standing in each  jurisdiction  in
which the  nature of its  business  activities  or its  ownership  or leasing of
property makes such qualification necessary.  Buyer has full corporate power and
authority to own or lease and to operate and use its  properties  and assets and
to carry on its business as now conducted.

     5.2  Authority  of Buyer.  Buyer has full power and  authority  to execute,
deliver and perform this  Agreement and all of the Buyer  Ancillary  Agreements.
The  execution,  delivery  and  performance  of this  Agreement  and  the  Buyer
Ancillary  Agreements by Buyer have been duly authorized and approved by Buyer's
board of directors  and do not require any further  authorization  or consent of
Buyer or its stockholders. This Agreement has been duly authorized, executed and
delivered  by Buyer and is the  legal,  valid  and  binding  agreement  of Buyer
enforceable  in  accordance  with its  terms,  and each of the  Buyer  Ancillary
Agreements has been duly  authorized by Buyer and upon execution and delivery by
Buyer will be a legal,  valid and binding  obligation  of Buyer  enforceable  in
accordance with its terms.

     5.3 No Conflict.  Neither the execution  and delivery of this  Agreement or
any  of  the  Buyer  Ancillary  Agreements  or  the  consummation  of any of the
transactions  contemplated  hereby or thereby nor compliance with or fulfillment
of the terms, conditions and provisions hereof or thereof will:

          (a)  violate  or  conflict  with,  result  in a breach  of the  terms,
     conditions or provisions  of, or constitute a default,  an event of default
     or an event creating rights of acceleration, termination or cancellation or
     a loss of rights under (i) the certificate or articles of  incorporation or
     By-laws of Buyer, (ii) any material note, instrument,  agreement, mortgage,
     lease,   license,   franchise,   permit  or  other  authorization,   right,
     restriction obligation or agreement to which Buyer is a party or any of its
     properties is subject or by which Buyer is bound,  (iii) any Court Order to
     which Buyer is a party or by which it is bound or (iv) any  Requirements of
     Laws affecting Buyer; or

          (b) require the  approval,  consent,  authorization  or act of, or the
     making by Buyer of any declaration, filing or registration with, any Person
     or court.

     5.4 No Finder.  None of Buyer,  any of its Affiliates nor any Person acting
on  behalf  of any of  them  has  paid  or  become  obligated  to pay any fee or
commission  to any  broker,  finder or  intermediary  for or on  account  of the
transactions contemplated by this Agreement.


<PAGE>

     5.5 Investment  Representation.  The Shares, the BRG Partnership Properties
and the 1997-I  Properties  are being  acquired by Buyer for its own account for
investment purposes only, and not with a view to the sale or distribution of any
part thereof.

     5.6  Financial  Ability.   Buyer  has  sufficient  cash,  commitments  from
responsible  lending  institutions,  available  lines of  credit  or such  other
sources of  immediately  available  cash,  to enable it to deliver the  Purchase
Price (less the Earnest Money) at the Closing.

                                   ARTICLE VI

                        ACTIONS PRIOR TO THE CLOSING DATE

     The  respective  parties  hereto  covenant and agree to take the  following
actions between the date hereof and the Closing Date:

     6.1  Investigation  of the Company by Buyer.  Sellers  shall  afford to the
officers,  employees and  authorized  representatives  of Buyer  (including  its
independent  public  accountants  and attorneys)  complete  access during normal
business  hours  to  the  offices,  properties,   employees,  books,  contracts,
documents  and business and  financial  records of BRG and the BRG  Partnerships
(and the  1997-I  Program  Participants  to the  extent  relating  to the 1997-I
Properties)  to the extent Buyer shall deem  necessary  or  desirable  and shall
furnish to Buyer or its authorized  representatives such additional information,
including an opportunity  to discuss such  information  with senior  management,
concerning  the  assets,  business  and  the  operations  of  BRG  and  the  BRG
Partnerships (and the 1997-I Program  Participants to the extent relating to the
1997-I  Properties)  as  shall  be  reasonably  requested,  including  all  such
information  as shall be  necessary to enable  Buyer or its  representatives  to
verify the  accuracy of the  representations  and  warranties  contained in this
Agreement,  to verify that the covenants of Sellers  contained in this Agreement
have been complied  with, to determine  whether the  conditions set forth herein
have been satisfied or to satisfy due diligence  requirements of Buyer's lender,
if any, or as may  otherwise be  necessary to enable Buyer to obtain  financing.
Without  limiting  the  foregoing,  Buyer  shall  have the right to  conduct  an
environmental  audit of the BRG Properties,  the BRG Partnership  Properties and
the  1997-I  Properties.  Buyer  agrees  that all such  investigations  shall be
conducted in such a manner as not to interfere  unreasonably with the operations
of BRG or the BRG  Partnerships.  All  inspections  pursuant to this Section 6.1
shall be at Buyer's sole risk,  cost and expense and Buyer agrees to comply with
the rules,  regulations and  instructions  issued by Sellers and other operators
regarding  the actions of Buyer while upon,  entering or leaving the property of
BRG and the BRG Partnerships.

     6.2  Preserve  Accuracy  of  Representations  and  Warranties.  Each of the
parties  hereto  shall  refrain  from taking any action  which would  render any
representation  or  warranty  contained  in  Article  IV or V of this  Agreement
inaccurate as of the Closing Date. Each party shall promptly notify the other of
any action, suit, claim, investigation or proceeding that shall be instituted or
threatened against such party to restrain, prohibit or otherwise challenge the

<PAGE>

legality  of any  transaction  contemplated  by this  Agreement.  Sellers  shall
promptly notify Buyer of any lawsuit,  claim,  proceeding or investigation  that
may be  threatened,  brought,  asserted  or  commenced  against  BRG or the  BRG
Partnerships or affecting the BRG Properties,  the BRG Partnership Properties or
the 1997-I Properties.

     6.3 Consents to Third Parties;  Governmental  Approvals.  During the period
prior  to  the  Closing  Date,  Sellers  and  Buyer  shall  act  diligently  and
reasonably,  and shall  cooperate with each other, in making any required filing
or  notification  and in securing  any  consents,  approvals  and waivers of any
Governmental  Body or any third  Persons  required  to be  obtained  in order to
permit the  consummation  of the  transactions  contemplated  by this Agreement.
Sellers'  Representative shall use its reasonable efforts to obtain the consents
and approvals to the applicable transactions contemplated hereby from all of the
limited  partners  of  the  BRG  Partnerships  and  all of  the  1997-I  Program
Participants.  Sellers'  Representative  shall consult with Buyer  regarding the
form and substance of requests for consents, waivers and approvals.

     6.4 Excluded  Assets.  Prior to the Closing,  BRG shall  contribute  to BRG
Holding Company, Inc. the Excluded Assets specifically set forth in Schedule 6.4
and BRG Holding Company, Inc. shall assume all liabilities  associated with such
Excluded Assets,  whether attributable to the time period prior to or after such
contribution.  It is  understood  and  acknowledged  that BRG and BRG  Petroleum
Corporation  have entered into, or will enter into, a stock  purchase  agreement
reasonably  acceptable in form and substance to Buyer, pursuant to which, at the
time specified in Section 2.1 hereof,  BRG Petroleum  Corporation  will purchase
from BRG all of the outstanding  capital stock of BRG Holding Company,  Inc. and
BRG  Production  Company for an aggregate  purchase  price of $2,472,000 and the
indemnification  of BRG,  its  affiliates,  shareholders,  officers,  directors,
employees and agents for all  liabilities  associated  with the ownership of BRG
Holding Company,  Inc. or BRG Production  Company or the assets or operations of
such companies (the  "Subsidiary  Transfer").  Also, the Principal  Sellers will
guarantee unto BRG (and each indemnified  party above mentioned) the performance
and payment of all obligations of BRG Petroleum  Corporation  under the terms of
such stock purchase agreement.  In addition,  prior to the Closing,  BRG Holding
Company,  Inc. shall be substituted for, to the extent reasonably  possible,  as
program  administrator  of the 1997-I Oil and Gas  Program  with  respect to the
1997-I  Program  Participants.  To the extent BRG Holding  Company,  Inc. is not
substituted  as program  administrator  of the 1997-I  Oil and Gas  Program,  at
Buyer's request prior to the Closing,  it shall contract with BRG to perform all
of the services required of the program administrator. BRG Holding Company, Inc.
shall  indemnify  BRG,  its  affiliates,   shareholders,   officers,  directors,
employees  and agents  and hold it  harmless  from any  liability,  loss,  cost,
expenses or damages BRG may incur or suffer after Closing as a current or former
general partner of any of the BRG  Partnerships or as program  administrator  of
the 1997-I Oil and Gas Program (whether such liability,  loss, cost, expenses or
damages relate to periods of time prior to or after the Closing Date). Buyer and
the BRG Shareholders  specifically  acknowledge and consent to such transfer and
assignment of assets and the proposed sale of BRG Holding Company,  Inc. and BRG
Production Company to BRG Petroleum Corporation.

     6.5 BRG Options.  On the Closing  Date,  each  outstanding  employee  stock
option to purchase  shares of the capital stock of BRG (a "BRG Option") shall be
converted  into the right to receive a cash  amount  equal to (i) the product of
the number of the shares which are issuable  upon exercise of such BRG Option in
full,  multiplied  by the Purchase  Price per Share as set forth on Schedule 2.4
after  taking into  account the  adjustments  provided for in Section 2.5 above,
less (ii) the aggregate  exercise  price of such BRG Option.  BRG shall take all
necessary  action prior to the Closing Date to  facilitate  the  conversion  and
payment in  consideration  for the BRG Options  described  in this  Section 6.5,
including  without  limitation,  the agreement and consent from each holder of a
BRG Option  agreeing to exchange  his or her BRG Options at the Closing Date for
the cash payment set forth above.  BRG shall  withhold all income or other taxes
as  required  under  applicable  law prior to  distribution  of the cash  amount
received under this Section 6.5 to the holders of BRG Options.

     6.6 Covenants Regarding Employee Benefit Plan and Employees. BRG shall:

          (a) not adopt,  amend (other than  amendments  that reduce the amounts
     payable by BRG, or  amendments  required by law to preserve  the  qualified
     status of a Benefit  Plan) or assume an  obligation  to  contribute  to any
     Benefit  Plan  or  collective   bargaining  agreement  or  enter  into  any
     employment,  severance  or  similar  contract  with any  person  (including
     without  limitation,  contracts  with  management of BRG that might require
     that  payments  be  made  upon  the   consummation   of  the   transactions
     contemplated  hereby) or amend any such existing  contracts to increase any
     amounts payable thereunder or benefits provided thereunder;

          (b) not grant any  increase  in  compensation  or pay any bonus to any
     employees except for bonuses or other payments to employees which result in
     corresponding  adjustments  to the Adjusted  Working  Capital of BRG at the
     Closing Date;

          (c) not (i)  engage  in any  transaction  (either  acting  alone or in
     conjunction with Seller,  any Benefit Plan or trust created  thereunder) in
     connection  with which BRG could be subjected  (directly or  indirectly) to
     either  breach of fiduciary  duty  liability  damages  under Section 409 of
     ERISA, a civil penalty assessed  pursuant to subsections (c), (i) or (1) of
     Section 502 of ERISA or a tax imposed  pursuant to Chapter 43 of Subtitle D
     of the Code, (ii) terminate any Benefit Plan in a manner, or take any other
     action with respect to any Benefit Plan, that could result in the liability
     of BRG to any person, (iii) take any action that could adversely affect the
     qualification  of any Benefit Plan or its  compliance  with the  applicable
     requirements  of ERISA or (iv)  fail to make full  payment  when due of all
     amounts  which,  under the  provisions of any Benefit  Plan,  any agreement
     relating thereto or applicable law, BRG is required to pay as contributions
     thereto; and

          (d) file, on a timely basis, all reports and forms required by federal
     regulations with respect to any Benefit Plan.

     6.7 Other Interim  Covenants.  Until the Closing,  BRG and its subsidiaries
and the BRG  Partnerships  shall  comply,  and  Sellers  shall cause BRG and its
subsidiaries and the BRG  Partnerships to comply,  with the provisions set forth
below except as may otherwise be agreed to by Buyer in writing:

          (a) BRG  and  the BRG  Partnerships  shall  operate  their  respective
     businesses and the BRG Properties and the BRG Partnership Properties in the
     ordinary course;

          (b)  None  of BRG,  the  BRG  Partnerships  (with  respect  to the BRG
     Partnership Properties) or the 1997-I Program Participants (with respect to
     the 1997-I  Properties)  will,  without the prior written consent of Buyer,
     which consent shall not be unreasonably  withheld,  commit to any operation
     reasonably anticipated by Sellers to require future capital expenditures by
     any of  such  parties,  individually  or in the  aggregate,  in  excess  of
     $100,000,  or terminate,  materially amend,  execute or extend any material
     agreements affecting the BRG Properties,  the BRG Partnership Properties or
     the 1997-I Properties;

          (c)  none  of  BRG  or  any  BRG  Partnership   shall  (i)  amend  its
     Organizational   Documents  or  enter  into  any  merger  or  consolidation
     agreement, (ii) acquire or agree to acquire all or substantially all of the
     assets of another  entity,  (iii)  authorize  for  issuance,  issue,  sell,
     deliver or agree or commit to issue,  sell or deliver  (whether through the
     issuance  or granting of  options,  warrants,  commitments,  subscriptions,
     rights to purchase  or  otherwise)  any  capital  stock of any class or any
     other  securities  or equity  equivalents  or amend any of the terms of any
     such  securities  or agreements  or enter into any voting  agreements  with
     respect to any capital stock of the Company,  (iv) except for  distribution
     and/or  dividends of cash  (without  duplication)  (A) not in excess of the
     amount of cash in bank  accounts  immediately  prior to May 1, 1998, or (B)
     from revenues,  proceeds and/or  receivables  attributable to the period of
     time prior to May 1, 1998,  declare or pay of any  dividend on, or make any
     other distribution with respect to, the BRG Shares or BRG Partnerships;

          (d)  none  of  BRG,  the  BRG   Partnerships  or  the  1997-I  Program
     Participants  shall  transfer,  sell,  hypothecate,  encumber or  otherwise
     dispose of any of the material BRG Properties,  BRG Partnership  Properties
     or the  1997-I  Properties,  or incur or assume  any  material  liabilities
     except for  dispositions  made, or  liabilities  incurred,  in the ordinary
     course of business consistent with past practices;

          (e)  none  of  BRG,  the  BRG   Partnerships  or  the  1997-I  Program
     Participants shall, with respect to the BRG Properties, the BRG Partnership
     Properties  or  the  1997-I  Properties,   assume,  guarantee,  endorse  or
     otherwise become liable or responsible  (whether directly,  contingently or
     otherwise) for the  obligations of any other Person or entity except in the
     ordinary  course of business  consistent with past practices and in amounts
     not material taken as a whole or make any loans, advances or capital

<PAGE>

     contributions  to or  investments  in any other  Person,  other than in the
     ordinary  course of business  consistent with past practices and in amounts
     not material taken as a whole;

          (f) Sellers shall  maintain  generally  insurance  coverage on the BRG
     Properties,  the  BRG  Partnership  Properties  and the  1997-I  Properties
     presently  furnished by  nonaffiliated  third parties in the amounts and of
     the types currently in force;

          (g) BRG shall not  implement or adopt (i) any  material  change in its
     accounting  methods or principles  or the  application  thereof  (including
     depreciation  lives)  or (ii) any  material  change in its tax  methods  or
     principles or the application thereof (including depreciation lives) except
     as may be required by Requirements of Law;

          (h) BRG shall not identify any additional  prospects to become subject
     to the  terms of  those  certain  participation  program  agreements  dated
     various dates between BRG and James L. Burkhart, B. J. Reid, Robert E. Gee,
     Michael W. Burkhart and J. Keith Burkhart; and

          (i)  during  the  period   prior  to  the   Closing   Date,   Sellers'
     Representative  shall use its  reasonable  efforts  to obtain a release  of
     liability from the 1997-I Program  Participants  associated with BRG acting
     in the  capacity  as  program  administrator  of the BRG  1997-I  Oil & Gas
     Program in a form acceptable to Buyer.

     No provisions of this Section 6.7 shall  prohibit  Sellers from  performing
any  of  their  respective  obligations  under  any of the  provisions  of  this
Agreement.

     6.8 Title Defects.

          (a) At least 15 days prior to Closing (the  "Notification  Deadline"),
     Buyer shall notify BRG in writing (such notice being herein  referred to as
     a "Defect Notice") of any matter that causes the title of BRG or any of the
     BRG  Partnerships  or any of the 1997-I Program  Participants to any of the
     Units,  Lease  or  Wells  not to be Good and  Defensible  Title  (a  "Title
     Defect"). Such Defect Notice shall include:

               (i) a description  of the Title Defect and the basis for claiming
          same;

               (ii) the Lease,  Unit or Well (or portions  thereof)  affected by
          such Title Defect;

               (iii)  the  Buyer's  proposed  Designated  Value of the  property
          subject to such Title Defect; and

               (iv) the  amount  that  Buyer  believes  to be the  Defect  Value
          attributable to such Title Defect.
<PAGE>

         Additionally,  from the date  hereof  until  the fifth day prior to the
         Notification  Deadline,  BRG shall,  and shall cause  their  respective
         officers and employees to, notify Buyer in writing of any Title Defects
         discovered by such Person promptly following such discovery.

               (b) BRG shall use its best  efforts  to cure,  at BRG's sole cost
          and  expense  (which  costs  and  expenses  will be  reflected  in the
          Adjusted Working Capital reflected in the Closing Balance Sheet),  all
          Title Defects of which it becomes aware prior to Closing,  and in each
          case with respect to any Title  Defects that are cured,  shall provide
          Buyer with reasonably satisfactory proof thereof;  provided,  however,
          that  Sellers  shall not be  required  to use such best  efforts  with
          respect to any Title  Defects for which  Sellers'  Representative  and
          Buyer have agreed upon a Defect Value.

               (c) The "Designated  Value" for any Lease,  Unit or Well shall be
          the amount  agreed upon by Buyer and BRG which the  parties  commit to
          negotiate in good faith, provided, however, that in the event that the
          parties are unable to reach agreement on the Designated  Value after a
          period of one full business day after the receipt by BRG of the Defect
          Notice  containing  Buyer's proposed  Designated Value, the Designated
          Value shall be determined  by the  independent  petroleum  engineering
          firm of Ryder Scott Company.  Each of the parties  commits to promptly
          provide  all  information  and  material  relevant to the issue in its
          possession  to such firm as  promptly  as  practical.  Such firm shall
          provide its opinion of the  Designated  Value within two business days
          from the date of receipt of the  information  and  materials  from all
          parties  and the  decision  of such firm shall be final and binding on
          all parties.  The costs and expenses of obtaining  such  determination
          shall be paid and borne by the parties equally.

               (d) As used  herein,  the term  "Defect  Value"  shall  mean with
          respect to each Title Defect, the reduction in the Designated Value of
          the affected  Lease,  Unit or Well, as applicable,  as a result of the
          existence of such Title Defect.

               (e) If BRG does not agree with Buyer's proposed Defect Value with
          respect  to a Title  Defect or the  parties  are  unable to agree upon
          whether a Title  Defect  exists,  then Buyer and BRG shall  enter into
          good-faith  negotiations  and shall attempt to agree upon such matter,
          and any values to be agreed upon shall be based on the allocated value
          on Schedule 2.4 for the group of properties to which such Lease, Unit,
          or Well relates;  provided that if the Title Defect is the result of a
          discovery that BRG, any of the BRG  Partnerships  or any of the 1997-I
          Program  Participants  owns  less  than the NRI for such Well or Unit,
          then  Buyer and BRG agree that the  reduction  to the  Purchase  Price
          shall be equal to the product of the Designated  Value of such Well or
          Unit and the percentage reduction in such NRI as a result of the Title
          Defect.

               (f) If Buyer and BRG cannot reach agreement on the existence of a

<PAGE>

          Title Defect,  or the Defect Value  attributable to a Title Defect, in
          any  case  within  10  days  after  the   commencement  of  good-faith
          negotiations  pursuant to  subparagraph  (e) above,  at either party's
          option,  upon  notice  to  the  other  party,  such  matter  shall  be
          determined by a title  attorney with at least 10 years'  experience in
          oil and gas  titles  in the  state in  which  the  Units or Wells  (or
          majority  of Units or Wells) in  question  are  located as selected by
          mutual  agreement of Buyer and BRG or absent such agreement during the
          10-day  period,  by the  Houston  office of the  American  Arbitration
          Association (the "Title Arbitrator"). The arbitration proceeding shall
          be held in Houston,  Texas and shall be conducted in  accordance  with
          the  Commercial   Arbitration   Rules  of  the  American   Arbitration
          Association,  to the extent such rules do not conflict  with the terms
          of this Section.  The Title Arbitrator's  determination  shall be made
          within 10 days after submission of the matters in dispute and shall be
          final and binding  upon both  parties,  without  right of appeal.  The
          Title  Arbitrator  shall act as an expert for the  limited  purpose of
          determining  the  specific  disputed  Title  Defect  or  Defect  Value
          submitted  by  either  party and may not award  damages,  interest  or
          penalties  to either  party with  respect to any  matter.  Sellers and
          Buyer  shall bear their own  respective  legal fees and other costs of
          presenting  its case.  Each party shall bear one-half of the costs and
          expenses of the Title Arbitrator.

               (g) To the extent that Buyer has  knowledge  of any Title  Defect
          prior to the execution of this Agreement, the Sellers acknowledge that
          Buyer shall not be deemed to have  waived any of its rights  hereunder
          to an  adjustment  in the Purchase  Price on account of any such Title
          Defect.

     6.9 Audited Financials.  On or before April 15, 1998, Sellers shall deliver
to Buyer  the  audited  consolidated  financial  statement  for the  year  ended
December 31, 1997. The defined term  "Financial  Statements"  shall be deemed to
include (in addition to the other financial  statements included in such defined
term) such audited  financial  statements  for all  purposes  after the delivery
thereof.  Such audited  financials  shall not be materially  different  from the
draft audited financials previously submitted to Buyer by Sellers.

                                   ARTICLE VII

                              ADDITIONAL AGREEMENTS

     7.1 Access to Records after Closing.

               (a) For a period of six years after the Closing Date, Sellers and
          their  representatives  shall  have  reasonable  access  to all of the
          files,  data,  books and records of BRG, the BRG  Partnerships and the
          BRG 1997-I Oil and Gas Program relating to the period of time prior to
          and including the Closing Date and shall have an  opportunity  to make
          copies of such materials.  Such access shall be afforded by Buyer upon
          receipt of reasonable advance notice and during normal business hours.
          Sellers shall be solely responsible for any costs or expenses incurred
          by it pursuant to this Section 7.1. If Buyer shall desire to dispose

<PAGE>

          or permit the disposal of any of such files,  data,  books and records
          prior to the expiration of such six-year period, Buyer shall, prior to
          such disposition,  give Sellers a reasonable opportunity,  at Sellers'
          expense,  to segregate and remove such files,  data, books and records
          as Sellers  may  select.  Sellers  shall  keep,  and shall cause their
          respective agents, employees,  representatives and affiliates to keep,
          confidential,   and  not  use  for  any  competitive   purposes,   any
          confidential information to which they have access pursuant hereto for
          a period of two years from the date after the  Closing  Date that they
          access such confidential information.

               (b) For a period of six years after the Closing  Date,  Buyer and
          its representatives  shall have reasonable access to all of the files,
          data,  books and records relating to BRG, the BRG Partnerships and the
          BRG 1997-I Oil and Gas Program, if any, which Sellers may retain after
          the Closing Date and shall have an  opportunity to make copies of such
          materials.  Such access  shall be afforded by Sellers  upon receipt of
          reasonable  advance  notice and during normal  business  hours.  Buyer
          shall be solely  responsible for any costs and expenses incurred by it
          pursuant to this  Section  7.1. If Sellers  shall desire to dispose or
          permit the  disposal  of any of such  files,  data,  books and records
          prior to the expiration of such six-year period,  Sellers shall, prior
          to such disposition,  give Buyer a reasonable opportunity,  at Buyer's
          expense,  to segregate and remove such files,  data, books and records
          as Buyer may select.

     7.2 Confidentiality  Agreement. The Confidentiality  Agreement shall remain
in full force and effect following the execution of this Agreement until Closing
or as provided in Section 9.3 and is hereby incorporated herein by reference and
shall  constitute  a part  of  this  Agreement  for  all  purposes.  Any and all
information  received  by Buyer  pursuant  to the terms and  provisions  of this
Agreement  shall be  governed  by the  applicable  terms and  provisions  of the
Confidentiality Agreement.

     7.3 No  Public  Announcement.  Except as Buyer and  Sellers  may  otherwise
consent  to in  writing  (which  consent  shall not be  unreasonably  withheld),
neither  Buyer nor Sellers  shall,  without the approval of the other,  make any
press  release  or  other  public   announcement   concerning  the  transactions
contemplated by this Agreement,  except as and to the extent that any such party
shall be so  obligated  by law or the rules of any stock  exchange or  quotation
system,  in which  case,  to the extent  practicable,  the other  party shall be
advised  and the  parties  shall  use their  best  efforts  to cause a  mutually
agreeable  release or  announcement  to be issued;  provided  that the foregoing
shall not preclude  communications  or  disclosures  necessary to implement  the
provisions  of  this  Agreement  or  to  comply  with  the  accounting  and,  if
applicable, Securities and Exchange Commission disclosure obligations.

     7.4 Expenses and Sales Taxes.  All legal,  accounting and other fees, costs
and expenses  incurred in  connection  with,  or arising out of the  obligations
contained  in  this   Agreement  and  the   transactions   contemplated   hereby
("Transaction Expenses") which are attributable to the BRG Shareholders shall be

<PAGE>

payable by BRG, all  Transaction  Expenses  attributable to each BRG Partnership
shall be paid by that BRG Partnership and all Transaction Expenses  attributable
to each  1997-I  Program  Participant  shall be payable by such  1997-I  Program
Participant.  All such Transaction  Expenses shall be paid by the Purchase Price
adjustment provided for in the first sentence of Section 2.5 hereof,  except for
Transactional   Expenses  incurred  pursuant  to  Section  2.7(c)  hereof.   All
Transaction  Expenses  attributable  to Buyer shall be paid by Buyer.  All sales
taxes,  if any,  payable  by  reason  of the  transfers  of the BRG  Partnership
Properties and the 1997-I  Properties  will be paid by Buyer and Buyer shall, or
shall cause BRG to, file all returns, reports or statements, if any, that may be
required or appropriate in connection with the transactions contemplated by this
Agreement.

     7.5 Further  Assurances.  From time to time following the Closing,  each of
the  parties  hereto  shall  execute,  acknowledge  and  deliver  or cause to be
executed, acknowledged and delivered such instruments 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.

     7.6 Change of Corporate Name.  Buyer will cause BRG to change its corporate
name to a name  not  confusingly  similar  to "BRG  Petroleum"  within  120 days
following  the Closing  Date.  Prior to such  change of name,  Buyer  shall,  if
requested  by  Sellers'  Representative,  give  Sellers'  Representative  or its
designee  consent to use of the name "BRG" or "BRG  Petroleum."  Following  such
change of name,  Buyer shall (a) remove or cause to be removed  the name,  marks
and logos of BRG from the BRG Property,  the BRG Partnership  Properties and the
1997-I Properties,  and (b) file an appropriate notice of such change of name in
the real  estate  records of each county of each state where the BRG Oil and Gas
Properties,  the BRG  Partnership  Properties  and  the  1997-I  Properties  are
located.

     7.7   Indemnification  of  Sellers  for  Environmental   Liabilities.   All
Environmental  Liabilities  attributable  to conditions  existing and operations
conducted  on the  BRG  Property  (except  for  the  Excluded  Assets),  the BRG
Partnership Properties and the 1997-I Properties,  whenever discovered, shall be
liabilities  of BRG,  and from and  after the  Closing  Buyer  shall  indemnify,
defend, and hold harmless Sellers from and against all loss, cost,  liability or
expense attributable thereto or resulting therefrom.

     7.8 Tax Returns; Payments and Refunds. Following the Closing Date, Sellers'
Representative  shall  prepare,  with the  assistance of Magee Rausch & Shelton,
LLP, Tulsa,  Oklahoma,  and timely file with the appropriate federal,  state and
local agencies all Tax Returns relating to BRG, the BRG Partnerships and the tax
partnership  comprised of 1997-I Program  Participants  for periods ending on or
prior to the Closing Date,  including the consolidated federal income Tax Return
of the  affiliated  group of which BRG is the common parent for the short period
ending  on the  Closing  Date.  Not  later  than 30 days  prior  to the due date
(including  extensions)  for filing any Tax Return  described  in the  preceding
sentence,  Sellers'  Representative  shall  deliver  to Buyer a copy of such Tax
Return and shall allow Buyer to review, comment upon and approve such Tax Return
without unreasonable delay. The parties good faith estimate of the costs

<PAGE>

associated with the preparation of such Tax Returns and the Taxes due by BRG for
the period  ending on the Closing  Date shall be a liability  of each of BRG and
the BRG  Partnerships  for purposes of calculating its Adjusted Working Capital.
The parties good faith estimate of any refund of Taxes due to BRG for the period
ending on the Closing Date shall be an asset of BRG for purposes of  calculating
its Adjusted Working  Capital.  Buyer shall pay to Sellers'  Representative  the
amount of any refund of federal  income  Taxes  related to the  carryback of any
losses  incurred  during the taxable year of BRG that includes the Closing Date,
but only to the extent the amount of such Tax refund (i) is actually received by
the Buyer,  (ii) is  specifically  attributable to the carryback of such losses,
and (iii) is not reflected or otherwise provided for in the Closing Date Balance
Sheet. Buyer shall have no obligation to pursue any such claim for refund.

     7.9 Employee  Relations and Benefits.  Sellers'  Representative  shall take
such action as is necessary to transfer the  employment  of the employees of BRG
and Charter Servicing Company to BRG Petroleum  Corporation prior to the Closing
Date.  Sellers'  Representative  shall  take  such  action as is  necessary  and
possible under the terms of the Benefit Plans to cause (i) the Benefit Plans and
all  liabilities  thereunder  (whether  occurring  prior to or after the Closing
Date) to be assumed by BRG  Petroleum  Corporation,  (ii) BRG to cease as of the
Closing Date to be participating employers in any of the Benefit Plans and (iii)
BRG to have no  liability  as of and after the  Closing  Date in  respect of any
Benefit Plan.  It is understood  that Buyer has no commitment or plans to employ
any of the  employees  of BRG or  any of its  subsidiaries  after  the  Closing.
Nevertheless, in the event that any such employee is offered employment with and
is employed by Buyer or BRG or any Affiliate  thereof  within three months after
Closing,  service  by such  employees  with BRG  shall be  recognized  under the
employee benefit plans maintained by the Buyer, BRG or any Affiliate thereof for
the benefit of such employees,  for all purposes,  including without  limitation
participation,  coverage,  vesting and level of benefits, as applicable, but not
in excess of the maximum credit available to Buyer's employees under such plans.
Schedule  7.9  describes  the  severance  benefits to be provided by BRG for its
employees.  Any  amounts  payable to such  employees  by BRG shall be taken into
account in  connection  with the  calculation  of the Closing  Adjusted  Working
Capital of BRG for purposes of Section 2.5.

     7.10 Release and Indemnification of Resigning Officers and Directors.  Upon
receipt of the  resignation  of each of the officers and directors of BRG at the
Closing,  Buyer and BRG shall agree to release such  individual from any and all
claims,  costs,  liabilities  and  actions  that  they  may  have  against  such
individual  (except in connection with the  transactions  contemplated  hereby).
Buyer further agrees to not allow BRG to amend its  Organizational  Documents to
eliminate  or  alter  (except  to  provide  more  generous   indemnification  or
limitation  of  liability  provisions  for former  officers and  directors)  any
indemnification  or limitation of liability  provisions  intended to benefit the
officers and directors of BRG.

     7.11 Insurance  Coverage.  Subject to approval by the BRG insurance carrier
or carriers,  prior to the Closing Date,  BRG and Sellers shall take such action

<PAGE>

as may be  necessary  and as is  reasonably  acceptable  to Buyer  to split  the
current  insurance  coverage  of  BRG,  the  BRG  Partnerships  and  the  1997-I
Properties  so that the  Excluded  Assets  and  operations  to be  conducted  in
connection therewith will continue to be covered as will the BRG Properties, BRG
Partnership  Properties,  1997-I  Properties  and  the  ongoing  operations  and
activities of BRG.

                                  ARTICLE VIII

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES

     8.1 Conditions to Buyer's Obligations. The obligations of Buyer to purchase
the Shares, the BRG Partnership Properties and the 1997-I Properties pursuant to
this Agreement shall, at the option of Buyer, be subject to the satisfaction, on
or prior to the Closing Date, of the following conditions:

          (a) There shall have been no material breach or breaches by Sellers in
     the  performance of any of their covenants and agreements  herein;  each of
     the  representations  and  warranties  of Sellers  contained or referred to
     herein  shall be true and correct on the Closing Date as though made on the
     Closing Date,  except for changes  therein  specifically  permitted by this
     Agreement  or  resulting  from any  transaction  expressly  consented to in
     writing  by  Buyer;  and  there  shall  have  been  delivered  to  Buyer  a
     certificate to such effect,  dated the Closing Date and signed on behalf of
     BRG and the BRG  Partnerships  by the chief  executive  officer of Sellers'
     Representative  in addition to the other  deliveries  specified  in Section
     3.2.

          (b)  There  shall  not be any  injunction,  judgment,  order,  decree,
     ruling,  or  charge  in  effect  preventing  consummation  of  any  of  the
     transactions  contemplated  by  this  Agreement;  and  Sellers  shall  have
     delivered to Buyer a certificate to such effect, dated the Closing Date and
     signed   on   behalf  of  BRG  and  the  BRG   Partnerships   by   Seller's
     Representative.

          (c) The parties shall have received all approvals and actions of or by
     all Governmental Bodies and other Persons which are necessary to consummate
     the transactions  contemplated hereby and which are required to be obtained
     prior to the Closing by applicable  Requirements  of Laws or contractual or
     other obligations.

          (d) BRG and the BRG  Partnerships  shall  have  received  consents  or
     waivers  of  preferential  purchase  rights  from the other  parties to all
     contracts,  leases,  agreements  and permits to which either BRG or the BRG
     Partnerships  is a party or by which BRG or the BRG  Partnerships or any of
     its assets or  properties  is affected and which are required to consummate
     the transactions contemplated hereby.

          (e) All actions to be taken by Sellers in connection with consummation
     of the transactions  contemplated  hereby and all  certificates,  opinions,
     instruments, and other documents required to effect the transactions

<PAGE>

     contemplated  hereby will be reasonably  satisfactory in form and substance
     to Buyer.

          (f) All of the BRG  Partnerships  shall have  received  the  necessary
     consents  required from the limited partners thereof as may be required for
     the sale of the BRG Partnership Properties.

          (g) BRG Holding Company, Inc. shall have become the general partner of
     the BRG Partnerships (and the liabilities  associated  therewith assumed by
     BRG Holding Company, Inc.) pursuant to an assignment and assumption form or
     other appropriate instrument acceptable to Buyer.

          (h) The  transactions  contemplated  by the stock  purchase  agreement
     entered  into by BRG  pursuant  to  Section  6.4  hereof  shall  have  been
     consummated  on terms  acceptable  to Buyer  and any  demand  note or other
     payment  obligations  given by the purchaser in connection  therewith shall
     have been fully satisfied.

          (i) A  majority  in  interest  of the  limited  partners  of  the  BRG
     Partnerships shall have provided a release of liability associated with BRG
     acting in the capacity as general partner of the BRG Partnerships in a form
     acceptable to Buyer.

          (j) Buyer  shall have  received  an  opinion  of Conner &  Winters,  A
     Professional Corporation,  dated as of the Closing Date, that addresses the
     matters set forth in Sections 4.1(a),  4.1(b),  4.1(c), 4.2, 4.3(a), 4.3(b)
     and 10.4 hereof, including such exceptions and assumptions as are customary
     in such opinions, in form and substance acceptable to Buyer.

          (k) The consents of all of the holders of the  outstanding  options to
     purchase  shares of BRG stock  and/or the  amendments  to the stock  option
     agreements  contemplated  by Section 6.5 hereof shall have been obtained or
     agreed to by each of the holders of such stock options and Buyer shall have
     received evidence of such consents or amendments.

          (l) All credit cards and turnpike passes held in the name of BRG shall
     have  either  been  canceled  or a release  of  liability  shall  have been
     obtained  and  delivered  to Buyer  evidencing  the  release of any and all
     liability or obligation of BRG as to such credit cards and turnpike  passes
     and such accounts shall have been transferred out of the name of BRG.

          (m) All of the participation  program  agreements entered into between
     BRG and James L. Burkhart,  B.J. Reid,  Robert E. Gee,  Michael W. Burkhart
     and J. Keith Burkhart, shall have been terminated;  provided,  however, all
     obligations  and  benefits   arising  under  such   participation   program
     agreements  for  prospects  identified  prior  to  the  execution  of  this
     Agreement shall remain in full force and effect.


<PAGE>

          (n) All amounts  owing under the Special Loan  Agreement  dated August
     30, 1996,  between BRG and NationsBank,  N.A. as ultimate successor to Bank
     IV Oklahoma, National Association and the Supplemental Loan Agreement dated
     December  31,  1996,  between BRG and  NationsBank,  N.A.,  as successor to
     Boatman's  National Bank of Oklahoma,  shall have been fully  satisfied and
     releases of all liens on BRG  Properties  shall have been obtained from the
     respective bank.

          (o) All intercompany indebtedness among BRG and its subsidiaries shall
     have been paid in full or otherwise  eliminated and evidence  thereof shall
     be provided to Buyer.

     8.2 Conditions to Sellers' Obligations.  The obligations of Sellers to sell
the Shares, the BRG Partnership Properties and the 1997-I Properties pursuant to
this Agreement shall, at the option of Sellers,  be subject to the satisfaction,
on or prior to the Closing Date, of the following conditions:

          (a)  There  shall  have  been  no  material  breach  by  Buyer  in the
     performance  of any of its covenants  and  agreements  herein;  each of the
     representations  and  warranties of Buyer  contained or referred to in this
     Agreement  shall be true and correct on the Closing  Date as though made on
     the  Closing  Date;  and there  shall  have  been  delivered  to  Sellers a
     certificate to such effect,  dated the Closing Date and signed on behalf of
     Buyer by the chief executive officer of Buyer.

          (b)  There  shall  not be any  injunction,  judgment,  order,  decree,
     ruling,  or  charge  in  effect  preventing  consummation  of  any  of  the
     transactions contemplated by this Agreement; and Buyer shall have delivered
     to Sellers a certificate to such effect,  dated the Closing Date and signed
     on behalf of Buyer by the chief executive officer of Buyer.

          (c) The parties shall have received all approvals and actions of or by
     all   Governmental   Bodies   necessary  to  consummate  the   transactions
     contemplated  hereby and which are  required  to be  obtained  prior to the
     Closing by applicable Requirements of Laws.

          (d)  BRG  shall  have  received  the  requisite   approvals  from  the
     participants  of the 1997-I  Program for the sale of the 1997-I  Properties
     and the BRG Partnerships shall have


<PAGE>

 received the necessary  consents  required from the limited partners of the BRG
Partnerships for the sale of the BRG Partnership Properties.

                  (e) BRG shall have consummated a stock purchase agreement with
         BRG Petroleum Corporation,  providing for, among other things, the sale
         of all of the  capital  stock  of BRG  Holding  Company,  Inc.  and BRG
         Production Company to BRG Petroleum  Corporation,  and the consummation
         of the transactions  contemplated  thereunder shall have occurred prior
         to the Closing.

                  (f) All  actions  to be  taken by  Buyer  in  connection  with
         consummation   of  the   transactions   contemplated   hereby  and  all
         certificates,  opinions,  instruments,  and other documents required to
         effect  the  transactions   contemplated   hereby  will  be  reasonably
         satisfactory in form and substance to Sellers.

                                   ARTICLE IX

TERMINATION                                          TERMINATION

     9.1  Termination.  Anything  contained  in this  Agreement  to the contrary
notwithstanding,  this  Agreement  may be  terminated  at any time  prior to the
Closing Date:

          (a) by the mutual consent of Buyer and Sellers;

          (b) by Buyer or Sellers if the Closing  shall not have  occurred on or
     before June 15,  1998 (or such later date as may be  mutually  agreed to by
     Buyer and Sellers),  for any reason other than the breach or default by the
     party desiring to terminate;

          (c) by Buyer in the  event  of any  material  breach  or  breaches  by
     Sellers  of any  of  Sellers'  agreements,  representations  or  warranties
     contained herein;

          (d) by Sellers in the event of any material  breach by Buyer of any of
     Buyer's agreements, representations or warranties contained herein.

     9.2 Notice of  Termination.  Any party desiring to terminate this Agreement
pursuant to Section 9.1 shall give notice of such termination to the other party
to this Agreement.

     9.3  Effect of  Termination.  In the event  that  this  Agreement  shall be
terminated  pursuant to this Article IX, all further  obligations of the parties
under this Agreement shall be terminated  without further liability of any party
to the  other,  provided  that  nothing  herein  shall  relieve  any party  from
liability  for its  breach  of this  Agreement.  Notwithstanding  the  preceding
sentence,  the provisions of Sections 2.3, 7.3 and 7.4 , and the Confidentiality
Agreement  (which  shall  continue  pursuant  to its terms)  shall  survive  any
termination hereof pursuant to Section 9.1. <PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

10.1 Survival of Representations, Warranties, Covenants and
     Agreements/Indemnities

          (a)  Except  as  provided  in  this  Section  10.1(a),   none  of  the
     representations,  warranties,  covenants  or  agreements  contained in this
     Agreement or in any instrument delivered pursuant to this Agreement, and no
     agreements  or  obligations  arising under the  Confidentiality  Agreement,
     shall survive the consummation of the transactions  contemplated hereunder.
     The representations and warranties contained in Sections 4.2, 4.3, 4.8, and
     4.28 and the agreements  contained in Sections 6.7, 7.1, 7.3, 7.5, 7.6, and
     7.8, and the certificates delivered at Closing, to the extent pertaining to
     such representations,  warranties and agreements, shall survive the Closing
     until the first  anniversary  of the Closing  Date at which time they shall
     expire. The representations and warranties contained in Sections 4.1, 4.16,
     4.32,  6.4, 6.6.,  7.7.,  7.9 and 7.10 and Article 10 and the  certificates
     delivered at Closing,  to the extent  pertaining  to such  representations,
     warranties and  agreements,  shall survive the Closing until the expiration
     of the applicable  limitations period.  Notwithstanding the foregoing,  any
     representation, warranty or agreement that is the subject of a Claim Notice
     timely  delivered  shall  survive  with  respect  to  the  specific  matter
     described  in the such Claim  Notice  until the earlier to occur of (i) the
     date on which a final  nonappealable  resolution of the matter described in
     such  Claim  Notice  has been  reached or (ii) the date on which the matter
     described in such Claim Notice has otherwise reached final resolution.

          (b) Sellers severally and not jointly hereby agree to protect, defend,
     indemnify and hold harmless Buyer and BRG and their respective  affiliates,
     officers,  directors,  agents and representatives  (the "Indemnitees") from
     and against,

               (i) all Taxes  imposed  and all costs  and  expenses  (including,
          without  limitation,  litigation  costs and reasonable  attorneys' and
          accountants' fees and disbursements)  incurred as a result of a claim,
          notice of deficiency,  or assessment  by, or any obligation  owing to,
          any taxing authority for:

                    (A) Any Taxes of BRG or any BRG Partnership  attributable to
               any  Pre-Closing  Taxable  Period to the extent such Taxes exceed
               the aggregate amount accrued or reserved for Taxes on the Closing
               Date Balance Sheet (the "Tax Accrual");  provided,  however, that
               amounts  accrued or reserved for deferred  Taxes  established  to
               reflect timing differences  between book and Tax income shall not
               be included in the Tax Accrual.


<PAGE>

                    (B) Any  Taxes  of any  entity  (other  than BRG and the BRG
               Partnerships)  that is or was a member of any  group of  entities
               filing a  consolidated,  combined  or unitary Tax Return of which
               BRG or any BRG  Partnership  was a member at any time on or prior
               to the Closing Date;

                    (C) Any Taxes attributable to the transactions  contemplated
               by this Agreement  other than any Taxes that may be incurred as a
               result of an election  made or other action taken by Buyer or BRG
               after the Closing,  including  any election  under Section 338 of
               the Code; and

               (ii) all Damages  arising out of,  resulting  from or relating to
          any breach of the  representations  and  warranties or  obligations of
          Sellers that survive the Closing under this Agreement.

         Notwithstanding   anything  in  this  Agreement  to  the  contrary,  no
         indemnification   payment  for  Damages  suffered  or  incurred  by  an
         Indemnitee shall be made to such Indemnitee, until the amount which all
         Indemnitees under this Agreement would otherwise be entitled to receive
         as indemnification under this Agreement aggregates in excess of the sum
         of $1,000,000 (such sum, hereinafter,  the "Threshold"),  at which time
         each  Indemnitee  shall be  entitled to recover any and all amounts for
         which a claim for indemnity has theretofore been made, in excess of the
         amount of the Threshold. Each Seller other than those Sellers listed in
         Schedule  10.1  (the  "Principal  Sellers");   shall  be  obligated  to
         indemnify  the  Indemnitees  only for such  Seller's  pro rata  portion
         (based on such Sellers'  relative  ownership  interests) of any Damages
         which are attributable to the entity or assets in which such Seller had
         an ownership  interest.  The Sellers  listed in Schedule  10.1 shall be
         jointly and  severally  liable to any  Indemnitee  for  indemnification
         claims hereunder;  provided,  however,  that the limitation provided in
         the last  sentence of this  subparagraph  (b) shall still be applicable
         and that such Sellers shall have rights of contribution  from all other
         Sellers  who  may  be  liable  for  any  such   claim.   No  claim  for
         indemnification  may be submitted under  subparagraph  (i) hereof after
         the  limitations  period for  asserting or claiming an  assessment by a
         Governmental  Body or other taxing  authority has expired or would have
         expired  but for  extensions  of  filing  any  returns  or  tolling  or
         extensions  of the  applicable  limitations  period  that may have been
         obtained,  requested or agreed to subsequent  to Closing.  No claim for
         indemnification  may be  submitted  under  subparagraph  (ii) after the
         expiration of the survival period provided for in subparagraph  (a). No
         Seller shall be liable for  indemnification  hereunder for an amount in
         excess of the portion of the Purchase  Price  finally  received by him,
         her or it after all adjustments.

               (c) All claims for indemnification  under this Agreement shall be
          asserted and resolved as follows:

                    (i) To make claim for indemnification  under this Agreement,
               an indemnified  party shall notify the indemnifying  party of its
               claim under the  applicable  indemnity,  including  the  specific
               details of and specific  basis under this Agreement for its claim
               (the   "Claim   Notice").   In  the  event  that  the  claim  for
               indemnification  is based upon a claim by a third  party  against
               the indemnified  party (a "Claim"),  the indemnified  party shall
               provide its Claim Notice promptly after the indemnified party has
               actual  knowledge  of the Claim  and shall  enclose a copy of all
               papers (if any) served with respect to the Claim;  provided  that
               the failure of any indemnified party to give notice of a Claim as
               provided  in  this   Section   10.1(c)   shall  not  relieve  the
               indemnifying  party of its obligations  under the indemnities set
               forth in this Agreement except to the extent such failure results
               in insufficient  time being available to permit the  indemnifying
               party to  effectively  defend  against  the  Claim  or  otherwise
               prejudices the indemnifying party's ability to defend against the
               claim. In the event that the claim for  indemnification  is based
               upon an  inaccuracy  or  breach  of a  representation,  warranty,
               covenant or agreement  that survives the Closing,  then the Claim
               Notice shall specify the  representation,  warranty,  covenant or
               agreement which was inaccurate or breached.

                    (ii) In the case of a claim for indemnification based upon a
               Claim, the indemnifying party shall have 30 days from its receipt
               of the Claim Notice to notify the  indemnified  party  whether it
               admits or denies its  liability to defend the  indemnified  party
               against   such  Claim  at  the  sole  cost  and  expense  of  the
               indemnifying party. The indemnified party is authorized, prior to
               and during such  30-day  period,  to file any  motion,  answer or
               other  pleading that it shall deem  necessary or  appropriate  to
               protect its interests or those of the indemnifying party and that
               is not prejudicial to the indemnifying party.

                    (iii) If the  indemnifying  party admits its  liability,  it
               shall have the right and obligation to diligently  defend, at its
               sole cost and expense,  the Claim. The  indemnifying  party shall
               have full control of such defense and proceedings,  including any
               compromise   or   settlement   thereof.   If   requested  by  the
               Indemnifying  Party, the indemnified party agrees to cooperate in
               contesting  any Claim  which  the  indemnifying  party  elects to
               contest.  The  indemnified  party  may  participate  in,  but not
               control, any defense or settlement of any Claim controlled by the
               indemnifying  party  pursuant to this  Section.  An  indemnifying
               party shall not,  without the written  consent of the indemnified
               party,  (i)  settle  any  Claim or  consent  to the  entry of any
               judgment   with  respect   thereto  which  does  not  include  an
               unconditional  written release of the indemnified  party from all
               liability  in respect  of such Claim or (ii)  settle any Claim or
               consent to the entry of any judgment with respect  thereto in any
               manner that may materially and adversely  affect the  indemnified
               party  (other  than as a result of money  damages  covered by the
               indemnity).

                    (iv) If the indemnifying  party does not admit its liability
               or admits its  liability  but fails to  diligently  prosecute  or
               settle the Claim, then the indemnified party shall have the right
               to defend  against  the Claim at the sole cost and expense of the
               indemnifying  party,  with  counsel  of the  indemnified  party's
               choosing, subject to the right of the indemnifying party to admit
               its  liability  and assume  the  defense of the Claim at any time
               prior  to  settlement  or  final  determination  thereof.  If the
               indemnifying  party  has not yet  admitted  its  liability  for a
               Claim,  the  indemnified  party shall send written  notice to the
               indemnifying   party   of  any   proposed   settlement   and  the
               indemnifying  party  shall have the option for 10 days  following
               receipt of such notice to (i) admit in writing its  liability for
               the Claim and (ii) if liability is so  admitted,  reject,  in its
               reasonable judgment, the proposed settlement.



<PAGE>

                    (v) In the case of a claim  for  indemnification  not  based
               upon a Claim, the indemnifying  party shall have 30 days from its
               receipt  of the Claim  Notice to (i) cure the  losses or  damages
               complained  of,  (ii)  admit  its  liability  for such  losses or
               damages or (iii) dispute the claim for such losses or damages. If
               the  indemnifying  party does not notify  the  indemnified  party
               within such 30 day period that it has cured the losses or damages
               or that it disputes  the claim for such  losses or  damages,  the
               amount of such losses or damages shall  conclusively  be deemed a
               liability of the indemnifying party hereunder.


          (d)  Any  outstanding  breach  on or as of  the  Closing  Date  of the
     representations,  warranties,  covenants  or  agreements  contained in this
     Agreement  or in any  instrument  delivered  pursuant to this  Agreement is
     deemed to be waived by the party entitled to the benefit thereof,  upon the
     Closing of the  transactions  contemplated  hereunder  to the  extent  such
     breach is known to such party as  acknowledged  in writing.  Following  the
     Closing  Date,  no suit or action may be  commenced  for claims  based on a
     breach  of  the  representations,   warranties,   covenants  or  agreements
     contained in this Agreement or in any instrument delivered pursuant to this
     Agreement that do not survive the Closing which is alleged to have occurred
     on or prior to the Closing  Date. To the extent that Buyer has knowledge of
     any breach by Sellers of their  representations  or warranties herein prior
     to the execution of this Agreement,  Sellers  acknowledge  that Buyer shall
     not be deemed to have waived any of its rights or remedies  hereunder  with
     respect to any such breach.

     10.2 No  Reliance.  Except  as to the  representations  and  warranties  of
Sellers expressly set forth in Article IV hereof any of the closing certificates
and schedules  delivered  pursuant to this Agreement,  Buyer has not relied upon
any oral or written  statements,  representations,  or warranties which may have
been made by or on behalf of  Sellers  or upon any  written  reports,  financial
data,  business  plans,  projections,  forecasts or any  environmental  reports,
audits, studies or assessments, copies of which may have been furnished to Buyer

<PAGE>

or as to which  Buyer  may have been  provided  access  in  connection  with the
transactions  contemplated by this Agreement.  TO THE EXTENT THAT BUYER HAS BEEN
FURNISHED  COPIES  OF OR BEEN  PROVIDED  ACCESS TO ANY OF THE  FOREGOING,  BUYER
ACKNOWLEDGES THAT NEITHER SELLERS NOR ANY OF THEIR RESPECTIVE  SUBSIDIARIES,  OR
ANY OF THEIR RESPECTIVE  OFFICERS,  DIRECTORS,  EMPLOYEES,  REPRESENTATIVES  AND
AGENTS,  HAS  MADE,  AND  HEREBY  EXPRESSLY  DISCLAIM,  ANY  REPRESENTATIONS  OR
WARRANTIES  AS TO THE  ACCURACY OR  COMPLETENESS  OF SUCH  INFORMATION,  DATA OR
MATERIALS  (WHETHER  WRITTEN OR ORAL) WHICH MAY HAVE BEEN  FURNISHED TO BUYER OR
ITS  REPRESENTATIVES OR AGENTS BY OR ON BEHALF OF SELLERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY.

                  Notices.  All  notices  or other  communications  required  or
permitted  hereunder  shall be in writing and shall be deemed given or delivered
(i) when delivered personally,  (ii) if transmitted by fax, when confirmation of
transmission is received,  or (iii) if sent by registered  mail,  return receipt
requested,  or by private  courier,  when  received;  and shall be  addressed as
follows:

                  If to Buyer, to:
                  Seagull Energy E&P Inc.
                  1001 Fannin, Suite 1700
                  Houston, Texas 77002
                  Attention: K. R. Sanders, Vice President-Exploitation,
                              Engineering & Acquisitions

                  With a copy to:

                  Vinson & Elkins L.L.P.
                  2300 First City Tower
                  1001 Fannin
                  Houston, Texas 77002
                  Attention:  J. Mark Metts

                  If to Sellers or Sellers' Representative, to:

                  BRG Petroleum Corporation
                  7134 South Yale
                  Suite 600
                  Tulsa, Oklahoma 74136
                  Attention:  President
<PAGE>

                  with a copy to:

                  Conner & Winters,
                  A Professional Corporation
                  3700 First Place Tower
                  15 East Fifth Street
                  Tulsa, Oklahoma  74103
                  Attention:  Lynnwood R. Moore, Jr.

or to such other address as such party may indicate by a notice delivered to the
other party hereto.

     10.4  Representation  of Sellers by  Sellers'  Representative.  Each of the
Sellers hereby  irrevocably  appoints BRG Petroleum  Corporation  (the "Sellers'
Representative")  the agent and  attorney-in-fact of each of the Sellers for the
purposes  of acting  in the name and stead of such  Seller  in:  (i)  receiving,
holding and  distributing the Purchase Price and paying any associated costs and
expenses of the transactions  hereunder required to be paid by such Seller; (ii)
giving and  receiving  all notices  permitted or required by this  Agreement and
acting on  Sellers'  behalf  under  Section 6.8 hereof for all  purposes;  (iii)
delivering the certificates for the Shares endorsed by Sellers or accompanied by
stock powers executed by Sellers to Buyer at Closing and any and all assignments
relating  thereto;  (iv)  agreeing  with  Buyer  as to any  amendments  to  this
Agreement  which the Sellers'  Representative  may deem  necessary or advisable,
including but not limited to the  extension of time in which to  consummate  the
transactions  contemplated  by this  Agreement,  and the  waiver of any  closing
conditions;  (v) employing  legal  counsel;  (vi) paying any legal and any other
fees and expenses  incurred by the Sellers'  Representative  in consummating the
transactions  contemplated  by this  Agreement;  and  (vii)  making,  executing,
acknowledging,  and delivering all such contracts,  orders,  receipts,  notices,
requests,  instructions,  certificates,  letters,  and  other  writings,  and in
general   doing  all  things  and  taking  all   actions   which  the   Sellers'
Representative,  in its sole  discretion,  may  consider  necessary or proper in
connection with or to carry out the terms of this Agreement, as fully as if such
Sellers  were  personally  present  and acting.  This power of attorney  and all
authority  conferred hereby is granted and conferred subject to the interests of
the other parties to this Agreement, and in consideration of those interests and
for the purpose of completing the transactions  contemplated  hereby, this power
of attorney and all authority  conferred  hereby shall be irrevocable  and shall
not be  terminated  by Sellers  or by  operation  of law,  whether by the death,
incompetency   or  incapacity  of  the  BRG   Shareholders   or  1997-I  Program
Participants,  or any of them, or by the  occurrence of any other event.  If any
BRG Shareholder should die or become incompetent or incapacitated,  or any other
event should occur before the delivery of certificates  representing  the Shares
pursuant to this Agreement, such certificates shall be delivered by or on behalf
of such BRG  Shareholder  in  accordance  with the terms and  conditions of this
Agreement, and all actions taken by the Sellers' Representative pursuant to this
Agreement  shall be as valid as if such death,  incompetence,  or  incapacity or
other  event had not  occurred,  regardless  of  whether  Buyer or the  Sellers'
Representative,  or any of them,  shall  have  received  notice  of such  death,
incompetence, incapacity, or other event.


<PAGE>

     10.5 Successors and Assigns. Assigns

          (a) The  rights  of the  parties  under  this  Agreement  shall not be
     assignable  by any such  parties  hereto  prior to the closing  without the
     written  consent of the other.  Following  the  Closing,  either  party may
     assign any of its rights hereunder, but no such assignment shall relieve it
     of its obligations hereunder.

          (b) This  Agreement  shall be binding upon and inure to the benefit of
     the  parties  hereto  and  their  successors  and  permitted  assigns.  The
     successors  and  permitted   assigns   hereunder  shall  include,   without
     limitation, any permitted assignee as well as the successors in interest to
     such  permitted  assignee  (whether  by  merger,   liquidation   (including
     successive  mergers  or  liquidations)  or  otherwise).   Nothing  in  this
     Agreement,  expressed  or implied,  is intended  or shall be  construed  to
     confer upon any Person  other than the parties and  successors  and assigns
     permitted  by this  Section  10.5(b) or any  indemnified  Person any right,
     remedy or claim under or by reason of this Agreement.

     10.6 Entire  Agreement;  Amendments.  This  Agreement  and the Exhibits and
Schedules referred to herein and the documents delivered pursuant hereto and the
Confidentiality Agreement contain the entire understanding of the parties hereto
with regard to the subject matter contained herein or therein, and supersede all
prior  agreements,  understandings  or letters of intent between or among any of
the  parties  hereto.   This  Agreement  shall  not  be  amended,   modified  or
supplemented   except  by  a  written   instrument   signed  by  an   authorized
representative of Buyer and the Sellers' Representative.

     10.7 Waivers. Any term or provision of this Agreement may be waived, or the
time for its  performance may be extended,  by the party or parties  entitled to
the benefit thereof. Any such waiver shall be validly and sufficiently given for
the purposes of this  Agreement if, as to any party,  it is in writing signed by
an authorized  representative  of such party. The failure of any party hereto to
enforce at any time any provision of this Agreement shall not be construed to be
a waiver  of such  provision,  nor in any way to  affect  the  validity  of this
Agreement  or any part  hereof or the right of any party  thereafter  to enforce
each and every such  provision.  No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.

     10.8 Partial Invalidity.  Wherever possible, each provision hereof shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but in case any one or more of the provisions  contained  herein shall,  for any
reason,  be held to be invalid,  illegal or unenforceable  in any respect,  such
provision  shall be ineffective to the extent,  but only to the extent,  of such
invalidity, illegality or unenforceability without invalidating the remainder of
such  provision or  provisions  or any other  provisions  hereof,  unless such a
construction would be unreasonable.

     10.9  Execution in  Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be considered an original instrument, but

<PAGE>

all of which shall be considered  one and the same  agreement,  and shall become
binding  when one or more  counterparts  have been signed by each of the parties
hereto and delivered to each of Sellers and Buyer.

     10.10  Governing Law. This Agreement  shall be governed by and construed in
accordance  with  the  internal  laws  (as  opposed  to  the  conflicts  of  law
provisions) of the State of Oklahoma.

     10.11 Certain Individuals.  Each of James L. Burkhart and Robert E. Gee are
executing this Agreement in his individual capacity and as a trustee of a trust.
All  references  in this  Agreement to "Sellers"  and to the "BRG  Shareholders"
shall be deemed to also include each such individual in his individual  capacity
to the extent that such  references  would be  applicable  to the trust on whose
behalf such individual executed this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed the day and year first above written.

                                   BUYER:

                                   SEAGULL ENERGY E&P INC.


                                   By:
                                        Barry J. Galt, Chairman of the Board



                                   SELLERS:



                                   James L. Burkhart,Individually, and as
                                   Trustee of the James L. Burkhart Living Trust
                                   dated September 17, 1997



                                   B.  J.  Reid



                                   Robert E. Gee, Individually, and as Trustee
                                   of the Gee Family Trust u/t/d 12/23/92

<PAGE>

                                   BKM Family Limited Partnership


                                   By:
                                        Robert E. Gee, General Partner



                                   Jere Lynn Burkhart, Individually, and as
                                   Trustee of the Jere Lynn Burkhart Living
                                   Trust dtd /17/97



                                   Michael W. Burkhart



                                   J. Keith Burkhart



                                   Jamie Lynn Burkhart Hunt, by James L.
                                   Burkhart, Attorney-in-Fact



                                   James Bryan Burkhart, by James L. Burkhart,
                                   Attorney-in-Fact



                                   Matthew Michael Burkhart, by James L.
                                   Burkhart, Attorney-in-Fact



                                   Joshua Keith Hunt, by James L. Burkhart,
                                   Attorney-in-Fact


<PAGE>
                                   John Michael Hunt, by James L. Burkhart,
                                   Attorney-in-Fact



                                   M. Faye Irwin, by James L. Burkhart,
                                   Attorney-in-Fact



                                   Boyce W. Irwin, by James L. Burkhart,
                                   Attorney-in-Fact



                                   William R. Irwin, by James L. Burkhart,
                                   Attorney-in-Fact



                                   Denise G. Irwin MacDougall, by James L.
                                   Burkhart, Attorney-in-Fact



                                   Sarah H. Marcum, by Robert E. Gee,
                                   Attorney-in-Fact



                                   Bruce C. Johnson, by Robert E. Gee,
                                   Attorney-in-Fact



                                   Meg Stuart Maloney, by Robert E. Gee,
                                   Attorney-in-Fact



                                   William L. Gee, by Robert E. Gee,
                                   Attorney-in-Fact

<PAGE>

                                   BRG 1998 Consolidated Limited Partnership

                                   By:  BRG Petroleum, Inc., General Partner


                                   By:
                                        James L. Burkhart, President


                                   BRG 1997 Consolidated Limited Partnership

                                   By: BRG Petroleum, Inc., General Partner


                                   By:
                                       James L. Burkhart, President


                                   BRG 1996-I Oil & Gas Limited Partnership

                                   By: BRG Petroleum, Inc., General Partner


                                   By:
                                       James L. Burkhart, President


                                   BRG 1996-II Oil & Gas Income Fund Limited
                                   Partnership

                                   By:  BRG Petroleum, Inc., General Partner


                                   By:
                                        James L. Burkhart, President

<PAGE>

                                    BRG 1993-I Oil and Gas Limited Partnership

                                    By: BRG Petroleum, Inc., General Partner


                                    By:
                                        James L. Burkhart, President


                                    BRG 1992-I Oil & Gas Income Fund
                                    Limited Partnership

                                    By:  BRG Petroleum, Inc., General Partner


                                    By:
                                         James L. Burkhart, President


                                    BRG 1990-II Oil and Gas Limited Partnership

                                    By:  BRG Petroleum, Inc., General Partner


                                    By:
                                         James L. Burkhart, President


                                    BRG 1989-II Oil & Gas Income Fund Limited
                                    Partnership

                                    By:  BRG Petroleum, Inc., General Partner


                                    By:
                                         James L. Burkhart, President


                                    Each of those Participants in the BRG 1997-I
                                    Oil and Gas Program  Listed on  Attachment A
                                    hereto

                                   By: BRG Petroleum, Inc., as Program
                                       Administrator
<PAGE>



                                    By:
                                        James L. Burkhart, President


                                    SELLERS' REPRESENTATIVE:

                                    BRG PETROLEUM CORPORATION


                                    By:
                                          James L. Burkhart,
                                          Chairman of the Board


<PAGE>



                                    EXHIBIT A
                 Form of Conveyance, Assignment and Bill of Sale