<PAGE>

                                                                     Exhibit 2.1

                         UNITED STATES BANKRUPTCY COURT
                           SOUTHERN DISTRICT OF TEXAS
                                HOUSTON DIVISION

In re:                                  (S)
                                        (S)
CONTOUR ENERGY CO.,                     (S) Case No. 02-37740-H4-11
CONTOUR ENERGY E&P, LLC,                (S) Case No. 02-37741-H4-11
KELLEY OPERATING COMPANY, LTD.,         (S) Case No. 02-37744-H4-11
CONCORDE GAS MARKETING, INC.,           (S) Case No. 02-37743-H4-11
CONCORDE GAS INTRASTATE, INC. AND       (S) Case No. 02-37742-H4-11
PETROFUNDS, INC.,                       (S) Case No. 02-37745-H4-11
                                        (S)
                                        (S) Jointly Administered Under Case
                                        (S)   No. 02-37740-H4-11
                                        (S)
Debtors.                                (S) (Chapter 11)


               FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
              UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED

     Contour Energy Co., Contour Energy E&P, LLC, Kelley Operating Company,
Ltd., Concorde Gas Marketing, Inc., Concorde Gas Intrastate, Inc. and
Petrofunds, Inc., as chapter 11 debtors and debtors in possession (collectively,
the "Debtors") propose the following joint plan of reorganization under section
1121(a) of title 11 of the United States Code:

                                    ARTICLE I

                                   DEFINITIONS

     As used herein, the following terms have the respective meanings specified
below:

     1.1 Ad Hoc Committee means the unofficial committee of certain holders of
Subordinated Notes as described in the Disclosure Statement.

     1.2 Administrative Expense Claim means any expense or claim allowable in
the Chapter 11 Cases under sections 503(b) and 507(a)(1) of the Bankruptcy Code,
including, without limitation, any actual and necessary costs and expenses of
preserving the estates of the Debtors, any actual and necessary costs and
expenses of operating the business of the Debtors, any indebtedness or
obligations incurred or assumed by the Debtors in Possession in connection with
the conduct of their business, including, without limitation, for the
acquisition or lease of property or an interest in property or the rendition of
services, all compensation and

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 1

<PAGE>

reimbursement of expenses to the extent Allowed by the Bankruptcy Court under
section 330 or 503 of the Bankruptcy Code, any fees or charges assessed against
the estates of the Debtors under section 1930 of chapter 123 of title 28 of the
United States Code and any cure amount paid or payable by the Debtors in
connection with the assumption of executory contracts or unexpired leases. In
addition, Administrative Expense Claims shall include any and all amounts to be
paid to Farallon Capital Management pursuant to the Final Agreed Order
Authorizing Debtors to Use Cash Collateral dated August 8, 2002.

     1.3 Allowed means, with reference to any Claim or Equity Interest, (a) any
Claim against the Debtors which has been listed by the Debtors in their
Schedules as liquidated in amount and not disputed or contingent and for which
no contrary proof of claim has been filed, (b) any Claim or Equity Interest
allowed hereunder, (c) any Claim or Equity Interest which is not Disputed by the
applicable deadline, (d) any Claim or Equity interest that is compromised,
settled or otherwise resolved pursuant to a Final Order of the Bankruptcy Court
or (e) any Claim or Equity Interest which, if Disputed, has been Allowed by
Final Order; provided, however, that any Claims allowed solely for the purpose
of voting to accept or reject the Plan pursuant to an order of the Bankruptcy
Court shall not be considered "Allowed Claims" or "Allowed Equity Interests"
hereunder. Unless otherwise specified herein or by order of the Bankruptcy
Court, "Allowed Administrative Expense Claim" or "Allowed Claim" shall not, for
any purpose under the Plan, include interest on such Administrative Expense
Claim or Claim from and after the Petition Date.

     1.4 Bankruptcy Code means title 11 of the United States Code, as amended
from time to time, as applicable to the Chapter 11 Cases.

     1.5 Bankruptcy Court means the United States District Court for the
Southern District of Texas, Houston Division, having subject matter jurisdiction
over the Chapter 11 Cases and, to the extent of any reference under section 157
of title 28 of the United States Code, the Bankruptcy Court unit of such
District Court under section 151 of title 28 of the United States Code.

     1.6 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as
promulgated by the United States Supreme Court under section 2075 of title 28 of
the United States Code, and all Local Rules of the Bankruptcy Court applicable
to the Chapter 11 Cases.

     1.7 Benefit Plans means all benefit plans, policies and programs, including
all savings plans, retirement pension plans and medical benefit plans, sponsored
by any of the Debtors.

     1.8 Business Day means any day other than a Saturday, Sunday or any other
day on which commercial banks in New York, New York or in Houston, Texas, are
required or authorized to close by law or executive order.

     1.9 Cash means lawful currency of the United States of America.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 2

<PAGE>

     1.10 Cash Collateral Order means the Final Agreed Order Authorizing Debtors
to Use Cash Collateral, dated and entered by the Court on August 7, 2002, and
providing for, among other things, the Debtors' use of cash collateral.

     1.11 Chapter 11 Cases means the cases under chapter 11 of the Bankruptcy
Code, In re Contour Energy Co., et al., Chapter 11 Case Nos. 02-37740-H4-11
through 02-37745-H4-11 Jointly Administered, currently pending before the
Bankruptcy Court.

     1.12 Claim has the meaning set forth in section 101(5) of the Bankruptcy
Code.

     1.13 Class means a category of holders of Claims or Equity Interests as set
forth in Article III of the Plan.

     1.14 Collateral means any property or interest in property of the estate of
any Debtor subject to a Lien to secure the payment or performance of a Claim,
which Lien is not timely avoided under the Bankruptcy Code or otherwise invalid
under the Bankruptcy Code or applicable state law.

     1.15 Concorde Gas Marketing means Concorde Gas Marketing, Inc., a Delaware
corporation.

     1.16 Concorde Gas Intrastate means Concorde Gas Intrastate, Inc., a
Delaware corporation.

     1.17 Confirmation Date means the date on which the Clerk of the District
Court enters the Confirmation Order on the Bankruptcy Court docket.

     1.18 Confirmation Hearing means the hearing held by the Bankruptcy Court to
consider confirmation of the Plan as such hearing may be adjourned or continued
from time to time.

     1.19 Confirmation Order means the order of the Bankruptcy Court confirming
the Plan.

     1.20 Contour means Contour Energy Co., a Delaware corporation formerly
known as "Kelley Oil & Gas Corporation."

     1.21 Contour Common Stock means the shares of the common stock, $.10 per
value per share, of Contour authorized, issued and outstanding as of the
Effective Date.

     1.22 Creditors' Committee means the statutory committee of unsecured claim
holders appointed in the Chapter 11 Cases pursuant to section 1102 of the
Bankruptcy Code.

     1.23 Debtors means, collectively, Contour, Energy E&P, Kelley Operating
Company, Concorde Gas Marketing, Concorde Gas Intrastate and Petrofunds.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 3

<PAGE>

     1.24 Debtors in Possession means the Debtors in their capacity as debtors
in possession in the Chapter 11 Cases pursuant to Sections 1101(1), 1107(a) and
1108 of the Bankruptcy Code.

     1.25 Disclosure Statement means the Disclosure Statement relating to the
Plan, including all exhibits and schedules thereto, as approved by the
Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

     1.26 Disputed means any Claim (including any Administrative Expense Claim)
which is disputed under the Plan or as to which any Debtors or any other
party-in-interest has interposed a timely objection and/or request for
estimation in accordance with section 502(c) of the Bankruptcy Code and
Bankruptcy Rule 3018, which objection and/or request for estimation has not been
withdrawn or determined by a Final Order; any Claim proof of which was required
to be filed by order of the Bankruptcy Court, but as to which a proof of claim
was not timely or properly filed; and any Claim the liquidation or disposition
of which is pending before a court or tribunal of competent jurisdiction as of
the Petition Date or which is otherwise disputed or contested, or becomes
disputed or contested, by one or more of the Debtors or Reorganized Debtors or
any other parties-in-interest.

     1.27 Distribution Record Date means the date on which the Clerk of the
United States District Court for the Southern District of Texas enters the order
approving the Disclosure Statement on the Bankruptcy Court docket.

     1.28 Effective Date means the first Business Day after the Confirmation
Order is signed on which the conditions specified in Section 10.1 of the Plan
have been satisfied or waived.

     1.29 Employee and Director Stock Option Plans means the stock option, stock
grant, stock appreciation, unit performance, or other similar plans adopted
prior to the Petition Date permitting Contour to grant options, warrants, units
or rights to its employees and directors to acquire shares, or to benefit from
appreciation in the value, of Contour Common Stock.

     1.30 Energy E&P means Contour Energy E&P, LLC, a Delaware limited liability
company formerly known as Contour Energy E&P, Inc. and as Kelley Oil
Corporation.

     1.31 Equity Interest means any share of common stock or other instrument
evidencing an ownership interest in any of the Debtors, whether or not
transferable, and any option, warrant or right, contractual or otherwise, to
subscribe for or otherwise acquire any such interest.

     1.32 Final Order means an order of the Bankruptcy Court or any other court
of competent jurisdiction as to which the time to appeal, petition for
certiorari, or move for reargument or rehearing has expired and as to which no
appeal, petition for certiorari, or other proceedings for reargument or
rehearing shall then be pending or as to which any right to appeal, petition for
certiorari, reargument, or rehearing shall have been waived in writing in form
and substance satisfactory to the Debtors or the Reorganized Debtors and the
Creditors' Committee,

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 4

<PAGE>

or, if an appeal, writ of certiorari, or reargument or rehearing thereof has
been sought, such order of the Bankruptcy Court or other court of competent
jurisdiction shall have been determined by the highest court to which such order
was appealed, or petition for certiorari, reargument or rehearing shall have
been denied and the time to take any further appeal, petition for certiorari or
motion for reargument or rehearing shall have expired; provided, however, that
the possibility that a motion under Section 502(j) of the Bankruptcy Code, Rule
59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule
under the Bankruptcy Rules or applicable state court rules of civil procedure,
may be filed with respect to such order shall not cause such order not to be a
Final Order.

     1.33 General Unsecured Claim means any Claim other than a Secured Claim,
Administrative Expense Claim, Priority Tax Claim, Other Priority Claim, Senior
Notes Claim, or Subordinated Notes Claim. General Unsecured Claims shall not
include cure amounts paid or payable by the Debtors in connection with the
assumption of executory contracts and unexpired leases.

     1.34 Indenture Trustees means, when referenced collectively, the Senior
Notes Trustee and the Subordinated Notes Trustee.

     1.35 Indentures means, when referenced collectively, the Senior Notes
Indenture and the Subordinated Notes Indenture.

     1.36 Kelley Operating Company means Kelley Operating Company, Ltd., a Texas
limited partnership.

     1.37 Lien has the meaning set forth in section 101(37) of the Bankruptcy
Code.

     1.38 New Employee and Director Incentive Plan means the incentive plan to
be adopted pursuant to the Plan and to be effective as of the Effective Date
permitting the Debtors to grant to their employees and directors grants, options
and other rights to acquire shares of Reorganized Contour Common Stock
representing up to 10% of all issued and outstanding shares of Reorganized
Contour Common Stock on a fully-diluted basis. The New Employee and Director
Incentive Plan will be substantially in the form contained in the Plan
Supplement.

     1.39 New Note Purchasers means Persons who, on the Effective Date, are
accredited investors (as defined in Rule 501 promulgated pursuant to the
Securities Act) and are ready, willing and able to purchase the New Senior
Notes.

     1.40 New Senior Notes means the $50 million principal amount of notes to be
issued by Contour Energy Co. on the Effective Date and to be guaranteed by each
of the other Debtors. The New Senior Notes will be substantially in the form
contained in the Plan Supplement.

     1.41 New Senior Notes Indenture means the Indenture or other agreements
pursuant to which the New Senior Notes are to be issued which will be
substantially in the form contained in the Plan Supplement.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 5

<PAGE>

     1.42 New Senior Notes Trustee means the trustee for the holders of the New
Senior Notes identified in the new Senior Notes Indenture.

     1.43 Other Priority Claim means any Claim, other than an Administrative
Expense Claim or a Priority Tax Claim, entitled to priority in right of payment
under section 507(a) of the Bankruptcy Code.

     1.44 Other Secured Claim means any Secured Claim, including the Secured
Claim of any royalty interest owner secured by a Lien under applicable state
law, other than the Senior Notes Claims.

     1.45 Person means an individual, corporation, limited liability company,
partnership, business trust, joint stock company, trust, incorporated
association, joint venture, government or any subdivision, agency or department
thereof and any other entity of any type whatsoever.

     1.46 Petition Date means July 15, 2002, the date on which the Debtors filed
their voluntary petitions for reorganization.

     1.47 Petrofunds means Petrofunds, Inc., a Delaware corporation.

     1.48 Plan means this chapter 11 plan, including, without limitation, the
Plan Supplement and all exhibits, supplements, appendices and schedules hereto,
either in its present form or as the same may be altered, amended or modified
from time to time.

     1.49 Plan Documents means the agreements, documents and instruments entered
into on or as of the Effective Date as contemplated by, and in furtherance of,
the Plan.

     1.50 Plan Supplement means the forms of the documents specified in Section
13.10 of the Plan.

     1.51 Priority Tax Claim means any Claim of a governmental unit of the kind
specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

     1.52 Pro Rata Share means a proportionate share, so that the ratio of the
consideration to be distributed on account of an Allowed Claim or Allowed Equity
Interest in a Class to the amount of such Allowed Claim or Allowed Equity
Interest is the same as the ratio of the amount of the consideration to be
distributed on account of all Allowed Claims or Allowed Equity Interests in such
Class to the amount of all Allowed Claims or Allowed Equity Interests in such
Class.

     1.53 Professional Compensation and Reimbursement Claim means any Claim for
compensation for services rendered or reimbursement of expenses incurred through
and including the Confirmation Date under section 503(b)(2), 503(b)(3),
503(b)(4) or 503(b)(5) of the Bankruptcy Code.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 6

<PAGE>

     1.54 Registration Rights Agreement means the registration rights agreement
relating to the Reorganized Contour Common Stock, New Senior Notes and the
Subsidiary Guarantees distributed pursuant to the Plan, to be entered into as of
the Effective Date by the Reorganized Debtors for the benefit of certain holders
of Subordinated Notes. The Registration Rights Agreement shall be substantially
in the same form contained in the Plan Supplement.

     1.55 Reorganized Concorde Gas Intrastate means Concorde Gas Intrastate, or
any successor thereof by merger, consolidation or otherwise, on and after the
Effective Date.

     1.56 Reorganized Concorde Gas Marketing means Concorde Gas Marketing, or
any successor thereof by merger, consolidation or otherwise, on and after the
Effective Date.

     1.57 Reorganized Contour means Contour, or any successor thereto by merger,
consolidation or otherwise, on and after the Effective Date.

     1.58 Reorganized Contour Bylaws means the amended and restated bylaws of
Reorganized Contour which will be substantially in the form contained in the
Plan Supplement.

     1.59 Reorganized Contour Certificate of Incorporation means the restated
Certificate of Incorporation of Reorganized Contour which will be substantially
in the form contained in the Plan Supplement.

     1.60 Reorganized Contour Common Stock means the authorized issued and
outstanding shares of common stock of Reorganized Contour upon the Effective
Date and thereafter. As of the Effective Date, there will be 20,000,000 shares
of Reorganized Contour Common Stock authorized of which 15,500,000, without
accounting for rounding down of fractional shares as provided in Section 7.7,
will be issued pursuant to the Plan.

     1.61 Reorganized Debtors means Reorganized Contour, Reorganized Energy E&P,
Reorganized Kelley Operating Company, Reorganized Concorde Gas Marketing,
Reorganized Concorde Gas Intrastate and Reorganized Petrofunds.

     1.62 Reorganized Debtors' Bylaws means the bylaws of the Reorganized
Debtors which will be in the form of the Debtors' bylaws or other similar
documents, as amended and in existence on the date the Plan is filed, unless
otherwise indicated in the Plan Supplement.

     1.63 Reorganized Debtors' Certificates of Incorporation means the restated
certificates of incorporation, articles of incorporation or other organizational
documents of Reorganized Debtors which will be in the form of the Debtors'
certificates of incorporation, articles of incorporation or other organizational
documents, as amended and in existence on the date the Plan is filed, unless
otherwise indicated in the Plan Supplement.

     1.64 Reorganized Energy E&P means Energy E&P, or any successor thereof by
merger, consolidation or otherwise, on and after the Effective Date.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 7

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     1.65 Reorganized Kelley Operating Company means Kelley Operating Company,
or any successor thereof by merger, consolidation or otherwise, on and after the
Effective Date.

     1.66 Reorganized Petrofunds means Petrofunds or any successor thereof by
merger, consolidation or otherwise, on and after the Effective Date.

     1.67 Revolving Credit Facility means the revolving credit facility in the
amount of $50 million to be made available by the Revolving Credit Lender on and
after the Effective Date. The documents evidencing the Revolving Credit Facility
will be substantially in the form set forth in the Plan Supplement.

     1.68 Revolving Credit Lender means one or more oil and gas lenders to be
designated by the Debtors not less than five days prior to the Confirmation
Date.

     1.69 Secured Claim means any Claim that is secured by a Lien against
Collateral to the extent of the value of such Collateral, as determined in
accordance with section 506(a) of the Bankruptcy Code, or, if such Claim is
subject to a permissible setoff under section 553 of the Bankruptcy Code, to the
extent of such permissible setoff.

     1.70 Securities Act means the Securities Act of 1933, as amended.

     1.71 Senior Notes means the 14% Senior Secured Notes due 2003 issued by
Contour and guaranteed by Energy E&P, Kelley Operating Company and Concorde Gas
Marketing pursuant to the Senior Notes Indenture.

     1.72 Senior Notes Indenture means the Indenture dated April 15, 1999, as
amended to date, among Contour, as issuer, Energy E&P, Kelley Operating Company
and Concorde Gas Marketing, as subsidiary guarantors, and the Senior Notes
Trustee.

     1.73 Senior Notes Trustee means Wells Fargo Bank Minnesota, National
Association, in its capacity as successor trustee under the Senior Notes
Indenture.

     1.74 Subordinated Notes means the 10 3/8% Senior Subordinated Notes due
2006 issued by Contour and guaranteed by Energy E&P and Kelley Operating Company
pursuant to the Subordinated Notes Indentures.

     1.75 Subordinated Notes Indentures means the Indenture dated October 15,
1996, and the Indenture dated May 29, 1998, each among Contour, as issuer,
Energy E&P and Kelley Operating Company, as subsidiary guarantor, and the
Subordinated Notes Trustee.

     1.76 Subordinated Notes Trustee means Bank of New York, in its capacity as
trustee under the Subordinated Notes Indenture.

     1.77 Subsidiaries means, collectively, Energy E&P, Kelley Operating
Company, Concorde Gas Marketing, Concorde Gas Intrastate and Petrofunds.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 8

<PAGE>

     1.78 Unsecured Claims Cap means the amount of (i) $1,750,000 plus (ii) to
the extent such claims are General Unsecured Claims, the amount of current or
suspended royalties owed to royalty interest owners, amounts due to third
parties with respect to joint interest billings, and license and membership fees
payable to any state or federal organizations or industry groups.

      Interpretation; Application of Definitions and Rules of Construction.

     Wherever from the context it appears appropriate, each term stated in
either the singular or the plural shall include both the singular and the plural
and pronouns stated in the masculine, feminine or neuter gender shall include
the masculine, feminine and neuter. Unless otherwise specified, all section,
article, schedule or exhibit references in the Plan are to the respective
Section in, Article of, Schedule to, or Exhibit to, the Plan. If any description
of a security or policy of any of the Debtors in the Plan is inconsistent with
the documents governing such security or policy, the description of the
governing documents is controlling. The rules of construction contained in
section 102 of the Bankruptcy Code apply to the construction of the Plan. A term
used herein that is not defined herein, but that is used in the Bankruptcy Code,
shall have the meaning ascribed to that term in the Bankruptcy Code. The
headings in the Plan are for convenience of reference only and shall not limit
or otherwise affect the provisions of the Plan.

                                   ARTICLE II

                           TREATMENT OF ADMINISTRATIVE
                         EXPENSE CLAIMS AND PRIORITY TAX
                          CLAIMS UNDER BANKRUPTCY CODE
                   SECTIONS 507(a)(1), 507(a)(2) and 507(a)(8)

     2.1 Administrative Expense Claims.

     Except to the extent any entity entitled to payment of any Allowed
Administrative Expense Claim agrees to a different treatment, each holder of an
Allowed Administrative Expense Claim shall receive Cash in an amount equal to
such Allowed Administrative Expense Claim on the later of the Effective Date and
the date such Administrative Expense Claim becomes an Allowed Administrative
Expense Claim, or as soon thereafter as is practicable; provided, however, that
Allowed Administrative Expense Claims representing liabilities incurred in the
ordinary course of business by the Debtors in Possession or liabilities arising
under loans or advances to or other obligations incurred by the Debtors in
Possession shall be paid in full and performed by the Reorganized Debtors in the
ordinary course of business in accordance with the terms and subject to the
conditions of any agreements governing, instruments evidencing or other
documents relating to such transactions.

     2.2 Professional Compensation and Reimbursement Claims.

     All entities seeking an award by the Bankruptcy Court of compensation for
services rendered or reimbursement of expenses incurred through and including
the Confirmation Date

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 9

<PAGE>

under section 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy
Code shall (a) file their respective applications for final allowances of
compensation for services rendered and reimbursement of expenses incurred
through the Confirmation Date by no later than the date that is 45 days after
the Effective Date or such other date as may be fixed by the Bankruptcy Court
and (b) if granted such an award by the Bankruptcy Court, be paid in full in
such amounts as are Allowed by the Bankruptcy Court (i) on the date such
Professional Compensation and Reimbursement Claim becomes an Allowed
Professional Compensation and Reimbursement Claim by final order, or as soon
thereafter as is practicable, or (ii) upon such other terms as may be mutually
agreed upon between such holder of a Professional Compensation and Reimbursement
Claim and the Reorganized Debtors.

     2.3 Priority Tax Claims.

     Except to the extent a holder of an Allowed Priority Tax Claim has been
paid by the Debtors prior to the Effective Date or agrees to a different
treatment, each holder of an Allowed Priority Tax Claim shall receive, at the
sole option of the Reorganized Debtors, (a) Cash in an amount equal to such
Allowed Priority Tax Claim on the later of the Effective Date and the date such
Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon thereafter
as is practicable, or (b) equal annual Cash payments in an aggregate amount
equal to such Allowed Priority Tax Claim, together with interest at a fixed
annual rate equal to the federal judgment rate, over a period through the sixth
anniversary of the date of assessment of such Allowed Priority Tax Claim, or
upon such other terms determined by the Bankruptcy Court to provide the holder
of such Allowed Priority Tax Claim deferred Cash payments having a value, as of
the Effective Date, equal to such Allowed Priority Tax Claim.

                                  ARTICLE III

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

     Claims against and Equity Interests in the Debtors are divided into the
following Classes:

          Class 1--Other Priority Claims

          Class 2--Senior Notes Claims

          Class 3--Other Secured Claims

          Class 4--Subordinated Notes Claims

          Class 5--General Unsecured Claims

          Class 6--Contour Common Stock Equity Interests

          Class 7--Employee and Director Stock Option Plans Equity Interests

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 10

<PAGE>

                                   ARTICLE IV

                           PROVISIONS FOR TREATMENT OF
                           CLAIMS AND EQUITY INTERESTS

     4.1 Other Priority Claims (Class 1).

     Except to the extent a holder of an Allowed Other Priority Claim agrees to
a different treatment of such Allowed Other Priority Claim, each Allowed Other
Priority Claim shall be paid in full on the later of the Effective Date and the
date such Other Priority Claim becomes an Allowed Other Priority Claim, or as
soon thereafter as is practicable. All Allowed Other Priority Claims not due and
payable on or before the Effective Date shall be paid in the ordinary course of
business in accordance with the terms thereof.

          Class 1 is not impaired under the Plan.

     4.2 Senior Notes Claims (Class 2).

     Senior Notes Claims are Claims arising from the Debtors' obligations under
the Senior Notes and the Senior Notes Indenture. The Senior Notes Claims will be
deemed Allowed Claims solely for purposes of the Plan in the aggregate principal
amount of $100,000,000, plus a premium of 5% of such principal amount, plus
interest at the non-default rate accrued to the Effective Date, and unpaid
reasonable fees and other charges incurred pursuant to the Senior Notes
Indenture and the Cash Collateral Orders (defined below), minus any payments
made with respect to the Senior Notes or the Senior Notes Indenture pursuant to
the Cash Collateral Orders. "Cash Collateral Orders" means, collectively, (i)
the Interim Agreed Order Authorizing Debtors to use Cash Collateral, dated July
15, 2002, and (ii) the Cash Collateral Order and any and all extensions thereof.

     The Allowed Senior Notes Claims will be paid in full in Cash on the
Effective Date.

          Class 2 is impaired under the Plan.

     On the Effective Date, Senior Notes held in book-entry form through the
facilities of the Depository Trust Company ("DTC") or other applicable security
depository or clearing system, as the case may be, holding such Senior Notes on
behalf of its participants shall automatically be deemed cancelled, and all
participants' positions in such Senior Notes shall be closed out without the
need for further action to effectuate such cancellation by any participant,
nominee or benefit holder.

     As of the close of business on the Effective Date, the transfer register
for the Senior Notes, maintained by the Debtors, or their respective agent, will
be closed. The Senior Notes Trustee will have no obligation to recognize the
transfer of any Senior Note occurring after the Effective Date and will be
entitled for all purposes relating to this Plan

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 11

<PAGE>

to recognize and deal only with those holders of record as of the close of
business on the Effective Date.

     The Senior Notes Indenture shall terminate as of the Effective Date except
as necessary to administer the rights, claims, and interests of the Senior Notes
Trustee, and except that the Senior Notes Indenture shall continue in effect to
the extent necessary to allow the Senior Notes Trustee to receive distributions
under the Plan and to redistribute them under the Senior Notes Indenture. The
Senior Notes Trustee shall be relieved of all further duties and
responsibilities related to the Senior Notes Indenture, except with respect to
the payments required to be made to the Senior Notes Trustee under the Plan or
with respect to such other rights of the Senior Notes Trustee that, pursuant to
the Senior Notes Indenture, survive the termination of the Senior Notes
Indenture. As soon as practicable after the Effective Date, in partial
consideration for the release by the Senior Notes Trustee of its liens on
distributions to the holders of Senior Notes, the Debtors will pay the
reasonable and properly documented pre- and post-petition fees that remain
unpaid as of the Effective Date of the Senior Notes Trustee, for services
rendered during the period up to and including the Effective Date, including the
reasonable compensation and expenses and disbursements of the agents and legal
counsel of the Senior Notes Trustee in connection with the performance of their
duties under the Senior Notes Indenture and the Plan. It shall not be necessary
for the Senior Notes Trustee to make application to the Bankruptcy Court for
such payment. Termination of the Senior Notes Indenture shall not impair the
rights of the Senior Notes Trustee to enforce its charging lien, created in law
or pursuant to the Senior Notes Indenture, against property that would otherwise
be distributed to holders of the Senior Notes.

     4.3 Other Secured Claims (Class 3).

     On the later of the Effective Date and the date such Other Secured Claim
becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable,
with respect to each Allowed Other Secured Claim, (i) the legal, equitable, and
contractual rights to which such Other Secured Claim entitles the holder of such
Other Secured Claim shall be left unaltered, or (ii) notwithstanding any
contractual provision or applicable law that entitles the holder of such Allowed
Other Secured Claim to demand or receive accelerated payment of such Allowed
Other Secured Claim after the occurrence of a default: (a) any such default that
occurred before or after the commencement of the Chapter 11 Cases, other than a
default of a kind specified in section 365(b)(2) of the Bankruptcy Code, shall
be cured, (b) the maturity of such Allowed Other Secured Claim shall be
reinstated as such maturity existed before such default; (c) the holder of such
Allowed Other Secured Claim shall be compensated for any damages incurred as a
result of any reasonable reliance by such holder on such contractual provision
or such applicable law; and (d) the legal, equitable, or contractual rights to
which such Allowed Other Secured Claim entitles the holder of such Allowed Other
Secured Claim shall not otherwise be altered.

          Class 3 is not impaired under the Plan.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 12

<PAGE>

     4.4 Subordinated Notes Claims (Class 4).

     Subordinated Notes Claims are Claims arising from the Debtors' obligations
under the Subordinated Notes and the Subordinated Notes Indentures. The
Subordinated Notes Claims will be deemed Allowed Claims solely for purposes of
the Plan in the aggregate amount of $155,000,000 plus accrued interest from
October 15, 2001, to the Petition Date.

     Each holder of a Subordinated Note will receive 100 shares of Reorganized
Contour Common Stock for every $1000 in principal amount of such Subordinated
Note. The Reorganized Contour Common Stock issued to the holders of the
Subordinated Notes Claims will constitute 100% of the issued and outstanding
shares of Reorganized Contour Common Stock as of the Effective Date (subject to
dilution by shares of the Reorganized Contour Common Stock to be issued pursuant
to the New Employee and Director Incentive Plan.)

          Class 4 is impaired under the Plan.

     4.5 General Unsecured Claims (Class 5).

     On the later of the Effective Date and the date such General Unsecured
Claim becomes an Allowed General Unsecured Claim, or as soon thereafter as is
practicable, Allowed General Unsecured Claims shall be paid in full in Cash by
the Reorganized Debtor or Reorganized Debtors obligated on such Claim; provided,
however, that the aggregate amount of the Allowed General Unsecured Claims is
not greater than the Unsecured Claims Cap. In the event Allowed General
Unsecured Claims exceed the Unsecured Claims Cap, the holder of each Allowed
General Unsecured Claim will receive its Pro Rata Share of the Unsecured Claims
Cap.

          Class 5 is impaired under the Plan.

     4.6 Contour Common Stock Equity Interests (Class 6).

     Contour Common Stock Equity Interests are interests in Contour represented
by any one of the approximately 17,311,710 issued and outstanding shares of
Contour Common Stock. Each share of Contour Common Stock constitutes an Allowed
Contour Common Stock Equity Interest. On the Effective Date, all Contour Common
Stock Equity Interests shall be cancelled. Each Person who is a holder of
Contour Common Stock Equity Interests on the Distribution Record Date will
receive on the Effective Date, or as soon thereafter as is practicable, its Pro
Rata Share of the lesser of (i) $750,000 or (ii) the amount, if any, by which
the Unsecured Claims Cap exceeds the aggregate amount of Allowed General
Unsecured Claims. Notwithstanding the foregoing, no distribution will be made to
holders of Contour Common Stock Equity Interests until the aggregate amount of
all such Allowed General Unsecured Claims has been determined or it has been
determined that the aggregate amount of all such Allowed General Unsecured
Claims does not exceed $1,000,000.

          Class 6 is impaired under the Plan.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 13

<PAGE>

     4.7 Employee and Director Stock Option Plans Equity Interests (Class 7).

     On the Effective Date, the Employee and Director Stock Option Plans Equity
Interests and each issued and unexercised option, unit or right issued under the
Employee and Director Stock Option Plans shall be cancelled, and each holder of
Employee and Director Stock Option Plans Equity Interests shall not receive or
retain any property, interest in property or interest in Contour Common Stock or
Reorganized Contour Common Stock on account of such issued and unexercised
options, units or rights or on account of any rejection damages as a result of
such cancellation.

          Class 7 is impaired under the Plan.

                                   ARTICLE V

                     IDENTIFICATION OF CLASSES OF CLAIMS AND
                   INTERESTS IMPAIRED; ACCEPTANCE OR REJECTION
                         OF THIS PLAN OF REORGANIZATION

     5.1 Holders of Claims and Equity Interests Entitled to Vote.

     Each of Class 1 (Other Priority Claims) and Class 3 (Other Secured Claims)
is not impaired by the Plan. Holders of Claims in such Classes are conclusively
presumed to have accepted the Plan and are not entitled to vote to accept or
reject the Plan.

     Each of Class 2 (Senior Notes Claims), Class 4 (Subordinated Notes Claims),
Class 5 (General Unsecured Claims) and Class 6 (Contour Common Stock Equity
Interests) is impaired by the Plan, and the holders of Claims in Classes 2, 4
and 5 and Equity Interests in Class 6 are entitled to vote to accept or reject
the Plan.

     Class 7 (Employee and Director Stock Option Plans Equity Interests) is
impaired by the Plan, and the holders of Equity Interests in such Class will not
receive any distribution or retain any property on account of such Equity
Interests. Accordingly, holders of Equity Interests in Class 7 are deemed to
reject the Plan and are not entitled to vote on the Plan.

                                   ARTICLE VI

                             MEANS OF IMPLEMENTATION

     6.1 Issuance of New Securities.

     (a) Reorganized Contour Common Stock. The Reorganized Contour Common Stock
to be issued to the holders of Allowed Claims in Class 4 shall be authorized
upon confirmation of the Plan under the Reorganized Contour Certificate of
Incorporation and the Reorganized Contour Bylaws. Shares of the Reorganized
Contour Common Stock will, upon issuance as provided in the Plan, be duly
issued, fully paid and non-assessable.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 14

<PAGE>

     Certificates evidencing shares of Reorganized Contour Common Stock received
by holders of ten percent or more of the outstanding Reorganized Contour Common
Stock calculated on a fully diluted basis or by holders that do not certify that
they are not underwriters within the meaning of section 1145 of the Bankruptcy
Code, will bear a legend substantially in the form below:

     THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
     SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD,
     OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED
     UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS CONTOUR
     ENERGY CO. RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
     THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

     Any entity that would receive legended securities as provided above may
instead receive certificates evidencing Reorganized Contour Common Stock without
such legend if, prior to the Effective Date, such entity delivers to Reorganized
Contour (i) an opinion of counsel reasonably satisfactory to Reorganized Contour
to the effect that shares of Reorganized Contour Common Stock to be received by
such entity are not subject to the restrictions applicable to "underwriters"
under section 1145 of the Bankruptcy Code and may be sold without registration
under the Securities Act of 1933, as amended (the "Securities Act") and (ii) a
certification that it is not an "underwriter" within the meaning of section 1145
of the Bankruptcy Code.

     Any holder of a certificate evidencing shares of Reorganized Contour Common
Stock bearing such legend may present such certificate to the transfer agent for
such shares for exchange for one or more certificates not bearing such legend or
for transfer to a new holder without such legend at such time as (a) such shares
are sold pursuant to an effective registration statement under the Securities
Act or (b) such holder delivers to Reorganized Contour an opinion of counsel
reasonably satisfactory to Reorganized Contour to the effect that such shares
are no longer subject to the restrictions applicable to "underwriters" under
section 1145 of the Bankruptcy Code and may be sold without registration under
the Securities Act or to the effect that such transfer is exempt from
registration under the Securities Act, in which event the certificate issued to
the transferee will not bear such legend, unless otherwise specified in such
opinion.

     (b) New Senior Notes. The New Senior Notes shall be issued by Reorganized
Contour on substantially the terms set forth in the Plan Supplement.

     (c) Exemption from Registration under the Securities Act. The issuance,
execution and delivery of the Reorganized Contour Common Stock, the Revolving
Credit Facility, the New Senior Notes, any guarantees thereof and any other
documents, agreements or instruments

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 15

<PAGE>

contemplated thereby by the Reorganized Debtors is hereby authorized without
further act or action under applicable law, regulation, order or rule. The
Confirmation Order shall provide that the issuance of (i) up to 15,500,000
shares of Reorganized Contour Common Stock pursuant to this Plan shall be exempt
from the registration requirements of the Securities Act in accordance with, and
to the extent provided in, section 1145 of the Bankruptcy Code and (ii) the New
Senior Notes pursuant to the Plan will be exempt from the registration
requirements of Section 5 of the Securities Act pursuant to Section 4(2) thereof
as a transaction by an issuer not involving a public offering or as an offering
in accordance with Rule 144A promulgated under the Securities Act.

     6.2 Registration Rights Agreement.

     On the Effective Date, the Reorganized Debtors shall enter into a
registration rights agreement in substantially the form contained in the Plan
Supplement with respect to the registration under the Securities Act of the
offer and sale of Reorganized Contour Common Stock, New Senior Notes and the
guarantees thereof by certain holders of Subordinated Notes.

     6.3 Cancellation of Existing Securities and Agreements.

     On the Effective Date, without need for further corporate action, the
Contour Common Stock and the Employee and Director Stock Option Plans, and the
options and rights issued and unexercised thereunder, shall be cancelled and
will have no further force or effect. In addition, the Senior Notes, the
Subordinated Notes, the Senior Notes Indenture, and the Subordinated Notes
Indentures, except for purposes of effectuating the distributions under the
Plan, and all mortgages, deeds of trust, security agreements, pledges or other
documents securing the obligations of any or all of the Debtors with respect to
the Senior Notes and the Senior Notes Indenture, will be cancelled on the
Effective Date and will have no further force or effect; provided, however, that
the rights of the Senior Notes Trustee set forth in Section 7.07 of the Senior
Notes Indenture and of the Subordinated Notes Trustee set forth in Section 7.07
of the Subordinated Notes Indentures shall not be terminated until such time as
the Senior Notes Trustee or the Subordinated Notes Trustee, as the case may be,
shall have no further obligations under either the Senior Notes Indenture or the
Subordinated Notes Indentures, as the case may be, or the Plan and shall have
been paid in full for all of its reasonable fees and expenses, including those
of its counsel; provided, further, that to the extent required by the Revolving
Credit Lender, the liens of any mortgage, deed of trust, security agreement,
pledge or other document may be preserved for the sole and exclusive benefit of
the Revolving Credit Lender. The Senior Notes Trustee shall sign such releases,
termination statements and other documents as any of the Debtors may reasonably
request to further evidence the termination or transfer of any and all liens and
security interests held by the Senior Notes Trustee pursuant to the Senior Notes
Indenture or to secure any obligation thereunder. On and after the Effective
Date, the Senior Notes Trustee or the Subordinated Notes Trustee, as the case
may be, shall have no further obligations to the Debtors or the holders of any
of the Senior Notes or the Subordinated Notes, as the case may be, except those
expressly set forth in the Plan.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 16

<PAGE>

     6.4 Effectiveness of Securities, Instruments and Agreements.

     On the Effective Date, all documents set forth in the Plan Supplement and
all other agreements entered into or documents issued pursuant to the Plan,
including, without limitation, the New Senior Notes, the New Senior Notes
Indenture, the Revolving Credit Facility, Guarantees thereof, the Registration
Rights Agreement, and the Reorganized Contour Common Stock, shall become
effective and binding in accordance with their respective terms and conditions
upon the parties thereto and shall be deemed to become effective simultaneously.

     6.5 Corporate Action.

     (a) Board of Directors of Reorganized Debtors. On the Effective Date, the
operation of the Reorganized Debtors shall become the general responsibility of
their respective Boards of Directors, subject to, and in accordance with, the
Reorganized Debtors' Certificates of Incorporation and the Reorganized Debtors'
Bylaws.

          (i) The initial Board of Directors of Reorganized Contour shall
     consist of three members, two of whom shall be appointed by the Creditor's
     Committee, the names of which persons shall be disclosed in the Disclosure
     Statement or an amendment or supplement to the Disclosure Statement or such
     other filing as may be made with the Bankruptcy Court. The third member
     shall be Kenneth R. Sanders. Each of the members of the new Board of
     Directors shall serve until the first annual meeting of stockholders of
     Reorganized Contour or their earlier resignation or removal in accordance
     with the Reorganized Contour Certificate of Incorporation or the
     Reorganized Contour Bylaws, as the same may be amended from time to time.

          (ii) The initial Board of Directors of each of the Reorganized
     Subsidiaries shall be selected by the Board of Directors of Reorganized
     Contour and shall consist of officers or employees of Reorganized Contour
     whose names shall be disclosed prior to the date of the Confirmation
     Hearing. Each of the members of each such initial Board of Directors shall
     serve until the first meeting of stockholders of the respective Reorganized
     Subsidiary or their earlier resignation or removal in accordance with the
     certificate of incorporation or bylaws of such Reorganized Subsidiary.

     (b) Officers of Reorganized Debtors. The initial officers of the
Reorganized Debtors are or shall be disclosed in the Disclosure Statement or an
amendment or supplement to the Disclosure Statement or such other filing as may
be made with the Bankruptcy Court. The selection of officers of Reorganized
Debtors after the Effective Date shall be as provided in their respective
certificates of incorporation and bylaws.

     (c) Amendment and Restatement of Charter Documents. The Reorganized Contour
Bylaws, the Reorganized Contour Certificate of Incorporation, and the bylaws and
certificates of incorporation of each of the Reorganized Subsidiaries shall be
amended and restated as of the Effective Date to the extent necessary (a) to
prohibit the issuance of nonvoting equity securities as required by section
1123(a)(6) of the Bankruptcy Code, subject to further amendment of such

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 17

<PAGE>

certificates of incorporation and bylaws as permitted by applicable law and (b)
to effectuate the provisions of the Plan, in each case without any further
action by the stockholders or directors of the Debtors, the Debtors in
Possession or the Reorganized Debtors.

     (d) Corporate Approvals. On the Effective Date, all matters provided for
under the Plan that would otherwise require approval of the stockholders,
directors or members of one or more of the Debtors or Reorganized Debtors or
their successors in interest under the Plan, including, without limitation, the
authorization to issue or cause to be issued the Reorganized Contour Common
Stock, New Senior Notes, guarantees thereof and documents relating thereto, the
execution of the Revolving Credit Facility and guarantees thereof and the making
of loans pursuant thereto, the effectiveness of the Reorganized Contour
Certificate of Incorporation, the Reorganized Contour Bylaws and the amended
certificates of incorporation of the Reorganized Subsidiaries, and the election
or appointment, as the case may be, of directors and officers of the Debtors
pursuant to the Plan, shall be deemed to have occurred and shall be in effect
from and after the Effective Date without any requirement of further action by
the stockholders or directors of the Debtors or Reorganized Debtors. On the
Effective Date or as soon thereafter as is practicable, the Reorganized Debtors
shall, if required, file their amended certificates of incorporation with the
Secretary of State of the state in which each Reorganized Debtor is
incorporated, in accordance with the applicable general corporation law of such
states.

     6.6 Approval of Plan Documents.

     The solicitation of votes on the Plan shall be deemed a solicitation for
the approval of the Plan Documents and all transactions contemplated by the
Plan. Entry of the Conformation Order shall constitute approval of the Plan
Documents and such transactions.

     6.7 Financings.

     Prior to the Confirmation Date, or as soon thereafter as practicable, the
Debtors shall enter into credit agreements and other documentations as required
by the Revolving Credit Lender to evidence the Revolving Credit Facility and
shall obtain commitments from one or more New Note Purchasers to acquire the New
Senior Notes. On the Effective Date, Reorganized Contour shall issue the New
Senior Notes to the New Note Purchasers, and the Debtors shall borrow a
sufficient amount pursuant to the Revolving Credit Facility to permit the
Debtors (taking into account the Debtors' other funds on hand) to pay all
amounts to be paid pursuant to the Plan on such date.

     6.8 Confirmation Under Section 1129(b) of the Bankruptcy Code.

     If any impaired Class rejects the Plan, including those deemed to reject
the Plan, the Debtors may request confirmation of the Plan pursuant to
Bankruptcy Code section 1129(b).

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 18

<PAGE>

                                  ARTICLE VII

                       PROVISIONS GOVERNING DISTRIBUTIONS

     7.1 Date of Distributions.

     Unless otherwise provided herein, any distributions and deliveries to be
made hereunder shall be made on the first Business Day after the Effective Date
or as soon as is practicable thereafter and deemed made on the first Business
Day after the Effective Date. If any payment or act under the Plan is required
to be made or performed on a date that is not a Business Day, then the making of
such payment or the performance of such act may be completed on the next
succeeding Business Day, but shall be deemed to have been completed as of the
required date.

     7.2 Distribution Record Date for Holders of Contour Common Stock, Senior
Notes Claims and Subordinated Notes Claims.

     The Distribution Record Date shall be the date for determining the holders
of Allowed Contour Common Stock Equity Interests, Allowed Senior Notes Claims
and Allowed Subordinated Notes Claims entitled to receive the distributions
provided under the Plan. As of the close of business on the Distribution Record
Date, the Reorganized Debtors and the Indenture Trustees or agents shall have no
obligations to recognize any transfer of Contour Common Stock, Senior Notes or
Subordinated Notes occurring after the Distribution Record Date for purposes of
distributions under the Plan. The Reorganized Debtors and the Indenture Trustees
or their agents shall be entitled to recognize and deal for all purposes herein
with only those holders of record stated on the transfer ledger maintained by
the transfer agents, the Indenture Trustees or agents for the Contour Common
Stock, Senior Notes and Subordinated Notes as of the close of business on the
Distribution Record Date.

     7.3 Surrender of Instruments.

     As a condition to receiving any distribution under the Plan, each holder of
record of Senior Notes or Subordinated Notes must surrender such Senior Notes or
Subordinated Notes to the Reorganized Debtors or their designee. Any holder of
record of Senior Notes or Subordinated Notes who fails to (a) surrender such
Senior Notes or Subordinated Notes, or (b) execute and deliver an affidavit of
loss and/or indemnity reasonably satisfactory to the Reorganized Debtors and
furnish a bond in form, substance, and amount reasonably satisfactory to the
Reorganized Debtors before the first anniversary of the Effective Date shall be
deemed to have forfeited all rights and claims and may not participate in any
distribution under the Plan.

     7.4 Compensation of Professionals and the Indenture Trustees' Fees.

     Each person retained or requesting compensation in the Chapter 11 Cases
pursuant to section 330 or 503(b) of the Bankruptcy Code shall file an
application for allowance of final compensation and reimbursement of expenses in
the Chapter 11 Cases on or before a date to be determined by the Bankruptcy
Court in the Confirmation Order or any other order of the

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 19

<PAGE>

Bankruptcy Court. Objections to any application made under this section shall be
filed on or before a date to be fixed and determined by the Bankruptcy Court in
the Confirmation Order, such other order or the local rules of the Bankruptcy
Court. The Indenture Trustees and their respective counsel shall be entitled to
payment directly from the Reorganized Debtors, on the Effective Date, for all
reasonable fees and expenses incurred in connection with their respective
Indentures and the Chapter 11 Cases. These amounts will be paid directly to the
Indenture Trustees and their respective counsel on the Effective Date without
application to or further order of the Bankruptcy Court, provided, however, that
any disputes regarding the reasonableness of such fees and expenses shall be
submitted to the Bankruptcy Court for resolution. Upon payment of the fees and
expenses of the Indenture Trustees, the Indenture Trustees will be deemed to
have released their liens securing payment of their fees and expenses for all
fees and expenses payable through the Effective Date.

     7.5 Delivery of Distributions.

     Subject to Bankruptcy Rule 9010, all distributions to any holder of an
Allowed Claim or an Allowed Equity Interest shall be made at the address of such
holder as set forth on the Schedules filed with the Bankruptcy Court or on the
books and records of the Debtors or their agents, unless the Debtors or the
Reorganized Debtors, as applicable, have been notified in writing of a change of
address, including, without limitation, by the filing of a proof of claim or
interest by such holder that contains an address for such holder different from
the address reflected on such Schedules for such holder. If any distribution to
any holder is returned as undeliverable, the Debtors or Reorganized Debtors, as
applicable, shall use reasonable efforts to determine the current address of
such holder, but no distribution to such holder shall be made unless and until
the Debtors or Reorganized Debtors, as applicable, have determined the then
current address of such holder, at which time such distribution shall be made to
such holder without interest; provided that such distributions shall be deemed
unclaimed property under section 347(b) of the Bankruptcy Code at the expiration
of one year from the Effective Date. After such date, all unclaimed property or
interest in property shall revert to the Reorganized Debtors, and the claim of
any other holder to such property or interest in property shall be discharged
and forever barred.

     At the option of the Debtors, distributions to holders of Allowed Senior
Notes Claims, Allowed Subordinated Notes Claims and to holders of Allowed
Contour Common Stock Equity Interests shall be made by a distribution agent or
the Debtors. To the extent permitted by the Senior Notes Trustee or the
Subordinated Notes Trustee, any such distributions to the holders of Allowed
Senior Notes Claims or Allowed Subordinated Notes Claims may be made directly to
the Senior Notes Trustee or the Subordinated Notes Trustee, as appropriate. If
requested by the Senior Notes Trustee or the Subordinated Notes Trustee,
distributions on account of Allowed Senior Notes Claims or Allowed Subordinated
Notes Claims shall be made to the record holders of the Senior Notes or
Subordinated Notes as applicable.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 20

<PAGE>

     7.6 Manner of Payment Under the Plan.

     At the option of the Debtors, any Cash payment to be made hereunder may be
made by a check or wire transfer or as otherwise required or provided in
applicable agreements.

     7.7 Fractional Shares.

     No fractional shares of securities or Cash in lieu thereof shall be
distributed. For purposes of distribution, fractional shares will be rounded
down to the next whole number and any shares not issued because of such rounding
shall be authorized but unissued shares.

     7.8 Setoffs and Recoupment.

     The Debtors or Reorganized Debtors may, but shall not be required to, set
off against or recoup from any Claim and the payments to be made pursuant to the
Plan in respect of such Claim, any claims of any nature whatsoever that the
Debtors or Reorganized Debtors may have against the claimant, but neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Debtors of any such claim it may have against such
claimant.

     7.9 Distributions After Effective Date.

     Distributions made after the Effective Date to holders of Disputed Claims
that are not Allowed Claims as of the Effective Date but which later become
Allowed Claims shall be deemed to have been made on the Effective Date.

     7.10 Unclaimed Distributions.

     Any distributions under the Plan that are unclaimed for one year after the
Effective Date shall revert to the Reorganized Debtors, and the claim of any
holder of any Claim to such distributions shall be extinguished and forever
barred.

     7.11 Exculpation.

     The Debtors, the Reorganized Debtors, the Creditors' Committee and each of
the members of the Creditors' Committee shall have no liability to any holder of
any Claim or Equity Interest for any act or omission (including negligent acts
and omissions) in connection with, related to, or arising out of the Chapter 11
Cases, the Plan, the Disclosure Statement, the pursuit of confirmation of the
Plan, the consummation or administration of the Plan or the property to be
distributed under the Plan, except for willful misconduct or gross negligence
and, in all respects, shall be entitled to rely upon the advice of counsel with
respect to their duties and responsibilities under the Plan.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 21

<PAGE>

     7.12 Allocation Relating to Subordinated Notes.

     All distributions to holders of Allowed Subordinated Notes Claims shall be
allocated first to the portion of each of such Claims representing the principal
amount and then to the remainder of such Claim.

     7.13 Retention of Causes of Action.

     The Reorganized Debtors do not release or abandon any of their causes of
action except as expressly set forth in the Plan.

                                  ARTICLE VIII

                        PROCEDURES FOR TREATING DISPUTED
                       CLAIMS UNDER PLAN OF REORGANIZATION

     8.1 Objections to Claims.

     Except insofar as a proof of claim filed in respect of a Claim is Allowed
under the Plan, the Reorganized Debtors will be entitled to object to such proof
of claim. Any objections to a proof of claim shall be served and filed on or
before the latest of (a) ninety (90) days after the Effective Date, (b)
forty-five (45) days after the proof of claim is filed with the Bankruptcy
Court, and (c) such date as may be fixed by the Bankruptcy Court.

     8.2 No Distributions Pending Allowance.

     Notwithstanding any other provision hereof, if any portion of a Claim is a
Disputed Claim, no payment or distribution provided hereunder shall be made on
account of such Claim unless and until such Disputed Claim becomes an Allowed
Claim.

     8.3 Distributions After Allowance.

     If a Disputed Claim ultimately becomes an Allowed Claim, a distribution
will be made to the holder of such Allowed Claim in accordance with the
provisions of the Plan. As soon as is practicable after the date on which a
Disputed Claim becomes an Allowed Claim, the Reorganized Debtor or Reorganized
Debtors obligated on such Claim will provide to the holder of such Claim the
distribution to which such holder is entitled under the Plan.

                                   ARTICLE IX

                         PROVISIONS GOVERNING EXECUTORY
                         CONTRACTS AND UNEXPIRED LEASES

     On the Effective Date, all executory contracts and unexpired leases of the
Debtors shall be assumed other than those executory contracts and unexpired
leases that the Debtors shall have

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 22

<PAGE>

previously rejected or shall list on a schedule filed with the Bankruptcy Court
prior to the commencement of the Confirmation Hearing. Entry of the Confirmation
Order shall constitute approval, pursuant to section 365(a) of the Bankruptcy
Code, of such assumptions pursuant to the Plan. Any dispute with respect to the
amount of any cure payments to be made with respect to any executory contract
assumed by the Debtors will be determined by the Bankruptcy Court, after notice
and a hearing.

                                   ARTICLE X

                     CONDITIONS PRECEDENT TO EFFECTIVE DATE

     10.1 Conditions Precedent to Effective Date of Plan.

     The occurrence of the Effective Date of the Plan is subject to satisfaction
of the following conditions precedent:

     (a) Confirmation Order. The Clerk of the Bankruptcy Court shall have
entered the Confirmation Order, in form and substance acceptable to the Debtors
and the Creditors' Committee, authorizing and directing that the Debtors and the
Reorganized Debtors take all actions necessary or appropriate to enter into,
implement and consummate the contracts, instruments, releases, leases and other
agreements or documents credited in connection with the Plan, there shall not be
a stay or injunction in effect with respect thereto and the Confirmation Order
shall have become a Final Order.

     (b) Plan Documents. All Plan Documents shall be in a form satisfactory to
the Debtors and the Creditors' Committee and shall have been executed by all
applicable parties thereto.

     (c) Revolving Credit Facility. The Revolving Credit Facility shall have
been entered into by all parties thereto and all conditions to the initial draw
thereunder shall have been satisfied in accordance with the terms thereof.

     (d) Regulatory Approvals. All authorizations, consents, and regulatory
approvals required (if any) in connection with the effectiveness of the Plan
shall have been obtained.

     (e) Issuance of New Securities. The Reorganized Contour Common Stock and
New Senior Notes shall have been issued.

     10.2 Waiver of Conditions Precedent.

     Each of the conditions in Section 10.1 hereof may be waived, in whole or in
part, at the discretion of the Debtors and the Creditors' Committee.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 23

<PAGE>

     10.3 Failure to Satisfy Conditions.

     If each condition to the Effective Date has not been satisfied or duly
waived within 60 days after the Confirmation Date, then (unless the period for
satisfaction or waiver of conditions has been extended at the option of the
Debtors for a period not exceeding 60 days (or for a period exceeding 60 days
with the consent of the Creditors' Committee)) upon motion by any party in
interest, made before the time that each of the conditions has been satisfied or
duly waived and upon notice to such parties in interest as the Bankruptcy Court
may direct, the Confirmation Order will be vacated by the Bankruptcy Court;
provided, however, that notwithstanding the Filing of such motion, the
Confirmation Order may not be vacated if each of the conditions to the Effective
Date is either satisfied or duly waived before the Clerk of the Bankruptcy Court
enters a Final Order granting such motion. If the Confirmation Order is vacated
pursuant to this Section 11.3, the Plan shall be deemed null and void in all
respects, including without limitation the discharge of Claims pursuant to
Section 1141 of the Bankruptcy Code and the assumptions or rejections of
executory contracts and unexpired leases provided for herein, and nothing
contained herein shall (1) constitute a waiver or release of any claims by, or
Claims against, the Debtors or (2) prejudice in any manner the rights of the
Debtor.

                                   ARTICLE XI

                             EFFECT OF CONFIRMATION

     11.1 Vesting of Assets.

     On the Effective Date, the Debtors, their properties, interests in property
and their operations shall be released from the custody and jurisdiction of the
Bankruptcy Court, and the estate of the Debtors shall vest in the Reorganized
Debtors. From and after the Effective Date the Reorganized Debtors may operate
their businesses and may use, acquire and dispose of their property free of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules, subject to the
terms and conditions of the Plan.

     11.2 Binding Effect.

     Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code,
on and after the Effective Date, the provisions of the Plan shall bind any
holder of a Claim against, or Equity Interest in, the Debtors and such holder's
respective successors and assigns, whether or not the Claim or Equity Interest
of such holder is impaired under the Plan and whether or not such holder has
accepted the Plan.

     11.3 Discharge of Debtors.

     Except as otherwise provided herein, pursuant to Bankruptcy Code section
1141(d)(1), on the Effective Date all Claims against and Equity Interests in any
of the Debtors will be discharged and released. Except as otherwise provided
herein, on the Effective Date, as to every discharged debt, Claim, or Equity
Interest, all persons, entities, and governmental units

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(including, without limitation, any creditor or holder of a Claim or Equity
Interest) shall be precluded from asserting against the Debtors or the
Reorganized Debtors, or against the Debtors' or the Reorganized Debtors' assets
or properties, all such debts, Claims, or Equity Interests and any other or
further Claim based upon any document, instrument, or act, omission, transaction
or other activity of any kind or nature that occurred prior to the Effective
Date.

     11.4 Injunctions or Stays.

     Unless otherwise provided, all injunctions or stays arising under or
entered during the Chapter 11 Cases under Section 105 or Section 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until the Effective Date.

     11.5 Indemnification Obligations.

     Subject to the occurrence of the Effective Date, the obligations of the
Debtors as of the Petition Date to indemnify, defend, reimburse, or limit the
liability of their directors, officers, or employees against any claims or
causes of action as provided in the Debtors' certificates of incorporation,
bylaws, or applicable state or federal law, will survive confirmation of the
Plan, remain unaffected thereby, and not be discharged, irrespective of whether
such indemnification, defense, reimbursement, or limitation is owed in
connection with an event occurring before or after the Petition Date. The
Debtors' indemnification obligations are limited to those authorized or
permitted under state or federal law as the same is now or may become applicable
at the time any claim for indemnification is made. For a period of not less than
four years after the Effective Date, the Reorganized Debtors will maintain
officers and directors liability insurance in amounts equivalent to the Debtors'
existing such insurance issued by financially sound and reputable insurance
carriers which will cover claims made against directors and officers of the
Debtors for acts and omissions which occurred on or before the Effective Date,
such insurance to cover such matters as the Debtors' existing officers and
directors insurance covers. The obligations set forth in this Section 11.5 shall
be obligations of any successors or assigns of the Debtors or Reorganized
Debtors, and in the event the Reorganized Debtors sell all or substantially all
their assets to any Person (other than another Reorganized Debtors) the
Reorganized Debtors shall cause such Person to specifically assume in writing
the obligations contained in this Section 11.5.

     11.6 Limited Release.

     On the Effective Date, the Debtors hereby release any and all claims that
they may possess against (i) the officers and directors of the Debtors holding
office at any time prior to the Effective Date, (ii) each holder of Contour
Common Stock Equity Interests, the Indenture Trustees, (iii) the Ad Hoc
Committee, (iv) the Creditors' Committee and (v) each of their respective
members, partners, officers, directors, employees, advisors, agents, affiliates
and representatives (including any attorneys, accountants, financial advisors,
investment bankers and other professionals retained by such persons or entities)
for any act or omission (including negligent acts or omissions) occurring up to
the Effective Date, including acts or omissions in connection with, or arising
out of, the Disclosure Statement,

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
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the Plan, the solicitation of votes for and the pursuit of confirmation of the
Plan, the consummation of the Plan, except for willful misconduct or gross
negligence as determined by a Final Order of the Bankruptcy Court and, in all
respects, shall be entitled to rely upon the advice of counsel with respect to
their duties and responsibilities under the Plan.

                                  ARTICLE XII

                            RETENTION OF JURISDICTION

     The Bankruptcy Court has exclusive jurisdiction over the Chapter 11 Cases
and exclusive or concurrent jurisdiction over all matters arising under the
Bankruptcy Code, arising out of, or related to, these Chapter 11 Cases and the
Plan pursuant to, and for the purposes of, Sections 105(a) and 1142 of the
Bankruptcy Code and for, among other things, the following purposes, and retains
exclusive or concurrent jurisdiction where either exists:

     (a) To hear and determine pending applications for the assumption or
rejection of executory contracts or unexpired leases and the allowance of Claims
resulting therefrom.

     (b) To determine any and all adversary proceedings, applications and
contested matters.

     (c) To ensure distributions to holders of Allowed Claims and Allowed Equity
Interests are accomplished as provided herein.

     (d) To hear and determine any timely objections to Administrative Expense
Claims or to proofs of claim, including, without limitation, any objections to
the classification of any Claim, and to allow or disallow any Claim as to which
an objection has been filed in whole or in part.

     (e) To enter and implement such orders as may be appropriate in the event
the Confirmation Order is for any reason stayed, revoked, modified or vacated.

     (f) To issue orders in aid of execution of the Plan of Reorganization as
authorized by section 1142 of the Bankruptcy Code.

     (g) To consider any amendments to or modifications of the Plan.

     (h) To cure any defect or omission, or reconcile any inconsistency, in any
order of the Bankruptcy Court, including, without limitation, the Confirmation
Order.

     (i) To hear and determine all applications of retained professionals under
sections 330, 331 and 503(b) of the Bankruptcy Code for awards of compensation
for services rendered and reimbursement of expenses incurred prior to the
Confirmation Date.

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UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
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     (j) To hear and determine disputes arising in connection with the
interpretation, implementation or enforcement of the Plan, the Confirmation
Order, any transactions or payments contemplated hereby or any agreement,
instrument or other document governing or relating to any of the foregoing.

     (k) To hear and determine matters concerning state, local and federal taxes
in accordance with Sections 346, 505 and 1146 of the Bankruptcy Code.

     (l) To hear any other matter not consistent with the Bankruptcy Code.

     (m) To hear and determine all disputes involving the existence, scope and
nature of the discharges granted under Section 11.3 hereof.

     (n) To issue injunctions and effect any other actions that may be necessary
or desirable to restrain any interference by any entity with the consummation or
implementation of the Plan.

     (o) To enter a final decree closing these Chapter 11 Cases.

     (p) To determine any dispute under the Senior Notes Indenture or either of
the Subordinated Notes Indentures, including any dispute with respect to fees
and expenses.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

     13.1 Payment of Statutory Fees.

     All fees payable under Section 1930, Chapter 123, Title 28, United States
Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall
be paid on the Effective Date. Any such fees accrued after the Effective Date
will constitute an Allowed Administrative Expense Claim and be treated in
accordance with Section 2.1 hereof. The Reorganized Debtors each shall be
responsible for timely payment of quarterly fees of the United States Trustee
incurred pursuant to 28 U.S.C. (S)1930(a)(6). Any fees due as of the
Confirmation Date will be paid in full on the Effective Date of the Plan. After
confirmation, the Reorganized Debtors each shall pay quarterly fees of the
United States Trustee as they become due until the Chapter 11 Cases are closed
by the Bankruptcy Court. The Reorganized Debtors shall file with the Bankruptcy
Court and serve on the United States Trustee a quarterly financial report for
each quarter (or portion thereof) that the Chapter 11 Cases remain open in a
format prescribed by the Office of the United States Trustee.

     13.2 Effectuating Documents and Further Transactions.

     Each of the Debtors and Reorganized Debtors is authorized to execute,
deliver, file or record such contracts, instruments, releases, indentures and
other agreements or documents and

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UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
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<PAGE>

take such actions as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of the Plan and any notes or securities issued
pursuant to the Plan.

     13.3 Exemption from Transfer Taxes.

     Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer
or exchange of notes or equity securities under the Plan, the creation of any
mortgage, deed of trust or other security interest, the making or assignment of
any lease or sublease, or the making or delivery of any deed or other instrument
of transfer under, in furtherance of, or in connection with the Plan, executed
in connection with any of the transactions contemplated under the Plan shall not
be subject to any stamp, real estate transfer, mortgage recording or other
similar tax.

     13.4 Termination of Creditors' Committee.

     The appointment of the Creditors' Committee shall terminate on the later of
the Effective Date and the date of the hearing to consider applications for
final allowances of compensation and reimbursement of expenses.

     13.5 Amendment or Modification of the Plan.

     Alterations, amendments or modifications of the Plan may be proposed in
writing by the Debtors, at any time prior to the Confirmation Date, provided
that the Plan, as altered, amended or modified, satisfies the conditions of
sections 1122 and 1123 of the Bankruptcy Code, and the Debtors shall have
complied with section 1125 of the Bankruptcy Code.

     13.6 Retiree Benefits.

     On and after the Effective Date, pursuant to Section 1129(a)(13) of the
Bankruptcy Code, the Reorganized Debtors shall continue to pay all retiree
benefits (within the meaning of Section 1114 of the Bankruptcy Code), at the
level established in accordance with Section 1114 of the Bankruptcy Code, at any
time prior to the Confirmation Date, for the duration of the period for which
the Debtors have obligated themselves to provide such benefits.

     13.7 Benefit Plans.

     Subject to the occurrence of the Effective Date, all Benefit Plans (other
than the Employee and Director Stock Option Plans), as modified by order of the
Bankruptcy Court, will survive confirmation of the Plan.

     13.8 Administrative Expenses incurred After the Confirmation Date.

     Administrative expenses incurred by the Debtors or the Reorganized Debtors
after the Confirmation Date, including (without limitation) Claims for
professionals' fees and expenses, shall not be subject to application and may be
paid by the Debtors, the Reorganized Debtors or

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the Creditors' Committee in the ordinary course of business and without further
Bankruptcy Court approval.

     13.9 Compliance with Tax Requirements.

     In connection with the consummation of the Plan, the Debtors shall comply
with all withholding and reporting requirements imposed by any taxing authority,
and all distributions hereunder shall be subject to such withholding and
reporting requirements. Prior to making any distribution to any Person, the
Debtors may require such Person to provide such certification or other evidence
as may be reasonably necessary to establish that no withholding is required with
respect to such distribution or to enable the Debtors to satisfy all such
reporting requirements.

     13.10 Plan Supplement.

     Forms of the documents relating to the Reorganized Contour Certificate of
Incorporation, the Reorganized Contour Bylaws, the New Senior Notes, the New
Senior Notes Indenture, the guarantees thereof, the Revolving Credit Facility,
the Registration Rights Agreement and all other material agreements related
thereto, shall be contained in the Plan Supplement and filed with the Clerk of
the Bankruptcy Court at least five days prior to the last day upon which holders
of Claims may vote to accept or reject the Plan or on such other date as the
Bankruptcy Court may establish. Upon its filing with the Bankruptcy Court, the
Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy
Court during normal court hours. Holders of Claims or Equity Interests may
obtain a copy of the Plan Supplement upon written request to Contour in
accordance with Section 13.13 of the Plan.

     13.11 Severability of Plan Provisions.

     If, prior to the Confirmation Date, any term or provision of the Plan is
held by the Bankruptcy Court to be invalid, void or unenforceable, the
Bankruptcy Court shall have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated by such holding, alteration or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each term
and provision hereof, as it may have been altered or interpreted in accordance
with the foregoing, is valid and enforceable in accordance with its terms.

     13.12 Governing Law.

     Except to the extent the Bankruptcy Code or other federal law is
applicable, or to the extent an Exhibit hereto provides otherwise, the rights,
duties and obligations arising under the Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas
without giving effect to the principles of conflict of laws thereof.

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
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     13.13 Notices.

     All notices, requests, and demands to be effective shall be in writing
(including by facsimile transmission) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when actually delivered
or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

                           Contour Energy Co.
                           1001 McKinney, Suite 900
                           Houston, Texas 77002
                           Attention:   Kenneth R. Sanders
                                        Rick G. Lester
                           Telephone:   (713) 652-5260
                           Telecopier:  (713) 654-2540

                           Porter & Hedges, L.L.P.
                           700 Louisiana, 35th Floor
                           Houston, Texas 77002
                           Attention:   John F. Higgins, Esq.
                                        William W. Wiggins, Esq.
                           Telephone:   (713) 226-0600
                           Telecopier:  (713) 226-0248

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
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<PAGE>

Dated:   Houston, Texas
         December 18, 2002

                                     Respectfully submitted,

                                     CONTOUR ENERGY CO.
                                     (for itself and on behalf of each of its
                                     affiliated Debtors)


                                     By: /s/ Kenneth R. Sanders
                                         --------------------------------------
                                         Name:  Kenneth R. Sanders
                                         Title: President and Chief
                                                Executive Officer

FIRST AMENDED DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS MODIFIED
PAGE 31