Exhibit 10.1

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                          SECURITIES PURCHASE AGREEMENT



                                  BY AND AMONG



                                 THE PARTNERS OF

                         PRIORITY POWER MANAGEMENT, LTD.
                                       AND
                                PPM DALLAS, LTD.,

                                   AS SELLERS,



                         PRIORITY POWER MANAGEMENT, LTD.
                                       AND
                                PPM DALLAS, LTD.,


                                       AND



                             AMEN PROPERTIES, INC.,
                                       AND
                              NEMA PROPERTIES, LLC,

                                    AS BUYERS




                                   DATED AS OF

                                  MAY 18, 2006


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                          SECURITIES PURCHASE AGREEMENT



         This SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"),  dated as of May
18, 2006, is entered into by and among Amen Properties,  Inc.  ("AMEN") and NEMA
Properties,  LLC ("NEMA" and together  with Amen,  the  "BUYERS");  and Priority
Power Management I, L.L.C. ("PPM GP") and Priority Power Management Dallas, LLC,
("PPM  DALLAS GP", and together  with PPM GP, the "GENERAL  PARTNERS");  and the
Limited Partners of Priority Power Management,  Ltd.  identified on SCHEDULE 2.1
(the "PPM LIMITED PARTNERS") and of PPM Dallas,  Ltd. identified on SCHEDULE 2.1
(the "PPM DALLAS LIMITED PARTNERS",  and together with the PPM Limited Partners,
the "LIMITED  PARTNERS");  and Priority Power  Management,  Ltd. ("PPM") and PPM
Dallas, Ltd. ("PPM DALLAS", and, together with PPM, the "PARTNERSHIPS").  All of
the foregoing are each sometimes  referred to herein  individually  as a "PARTY"
and collectively as the "PARTIES."

                                    RECITALS:

A. PPM GP owns all of the general partner interests (the "PPM GP INTERESTS") and
the PPM Limited  Partners own limited partner  interests (the "PPM LP INTERESTS"
and together  with the PPM GP  Interest,  the "PPM  INTERESTS")  in PPM, and PPM
Dallas  GP owns  all of the  general  partner  interests  (the  "PPM  DALLAS  GP
INTERESTS") and the PPM Dallas Limited Partners own (or will own at Closing) all
of the limited  partner  interests  (the "PPM DALLAS LP INTERESTS"  and together
with the PPM Dallas GP Interest, the "PPM DALLAS INTERESTS") in PPM Dallas, each
as described on SCHEDULE 2.1. The General  Partners and the Limited Partners are
referred  to  herein   individually  as  a  "SELLER"  and  collectively  as  the
"SELLERS").

B.  Sellers  have agreed to sell,  and Buyers have agreed to  purchase,  the PPM
Interests  and  the  PPM  Dallas  Interests   (collectively,   the  "PARTNERSHIP
INTERESTS") pursuant to the terms hereof.

         NOW,  THEREFORE,  in consideration of the mutual benefits to be derived
from this Agreement and other good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  Parties  hereby  agree as
follows:

                           ARTICLE 1. -- DEFINITIONS

         1.1. CERTAIN DEFINED TERMS. As used in this Agreement, each of the
following terms is defined below:

         "AFFILIATE"  means, with respect to any Person,  any other Person that,
directly  or  indirectly,  through  one or  more  intermediaries  or  otherwise,
controls, is controlled by, or is under common control with, such Person.

         "AGREEMENT" is defined in the preamble hereto.

         "AMEN" means Amen Properties, Inc.

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         "APPLICABLE  ENVIRONMENTAL LAWS" means all Applicable Laws in effect at
any time pertaining to pollution or the protection of the environment, including
those relating to waste materials and/or hazardous substances.

         "APPLICABLE  LAW" means any statute,  law,  rule,  or regulation or any
judgment, order, writ, injunction, or decree of any Governmental Entity to which
a specified Person or property is subject.

         "APPRAISAL" means that certain appraisal of PPM and PPM Dallas prepared
by Arrow Business Appraisers, Inc. and dated as of September 30, 2005.

         "BALANCE SHEET DATE" is defined in SECTION 4.8.

         "BUYERS" is defined in the preamble hereto.

         "BUYER INDEMNIFIED PARTIES" is defined in SECTION 9.3.

         "CLOSING" is defined in SECTION 3.1.

         "CLOSING DATE" is defined in SECTION 3.1.

          "CODE" means the Internal  Revenue Code of 1986,  as amended,  and any
regulations  promulgated  thereunder  by the Treasury  Department  of the United
States.

         "DAMAGES"  means  losses,  claims,  damages,  judgments,   settlements,
penalties,  obligations,  costs,  liabilities and expenses (including reasonable
attorneys' fees and expenses),  of any nature  whatsoever,  which result from or
arise out of an action,  petition,  plea, charge,  complaint,  suit, litigation,
arbitration, mediation, hearing or similar event, occurrence or proceeding.

         "EFFECTIVE DATE" means April 1, 2006.

         "ENCUMBRANCES" means liens, charges, pledges, options, mortgages, deeds
of trust,  security interests,  claims,  restrictions  (whether on voting, sale,
transfer, disposition, or otherwise), easements, and other encumbrances of every
type and  description,  whether  imposed by law,  agreement,  understanding,  or
otherwise.

         "FINANCIAL STATEMENTS" is defined in SECTION 4.7.

         "GENERAL  PARTNER  INTERESTS" means all of the PPM GP Interests and the
PPM Dallas GP Interests.

         "GENERAL PARTNERS" is defined in the preamble hereto.

         "GOVERNMENTAL  ENTITY" means any court or tribunal in any  jurisdiction
(domestic or foreign) or any public,  governmental,  or regulatory body, agency,
department,  commission,  board,  bureau, or other authority or  instrumentality
(domestic or foreign).

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         "HAZARDOUS  SUBSTANCE"  means  any  substance  defined  as a  hazardous
substance under any Applicable Environmental Law.

         "INTELLECTUAL PROPERTY" shall mean all of the following,  owned or used
in the current or contemplated business of the Partnerships:  (i) trademarks and
service  marks,  trade  dress,  product  configurations,  trade  names and other
indications  of  origin,  applications  or  registrations  in  any  jurisdiction
pertaining  to  the  foregoing  and  all  goodwill  associated  therewith;  (ii)
patentable  inventions,  discoveries,  improvements,  ideas,  know-how,  formula
methodology,  processes,  technology,  software (including password  unprotected
interpretive  code or  source  code,  object  code,  development  documentation,
programming  tools,  drawings,  specifications  and data) and  applications  and
patents in any jurisdiction  pertaining to the foregoing,  including  re-issues,
continuations, divisions,  continuations-in-part,  renewals or extensions; (iii)
trade  secrets,   including  confidential  information  and  the  right  in  any
jurisdiction  to  limit  the  use or  disclosure  thereof;  (iv)  copyrights  in
writings,   designs  software,  mask  works  or  other  works,  applications  or
registrations in any jurisdiction for the foregoing and all moral rights related
thereto;  (v)  database  rights;  (vi)  Internet  Web  sites,  domain  names and
applications and registrations  pertaining thereto and all intellectual property
used in connection therewith;  (vii) rights under all agreements relating to the
foregoing; (viii) books and records pertaining to the foregoing; and (ix) claims
or  causes  of action  arising  out of or  related  to past,  present  or future
infringement or misappropriation of the foregoing.

         "LIMITED PARTNERS" is defined in the preamble hereto.

         "LIMITED  PARTNER  INTERESTS" means all of the PPM LP Interests and the
PPM Dallas LP Interests.

         "MATERIAL CONTRACTS" is defined in SECTION 4.9.

         "NEMA" means NEMA Properties, LLC.

         "NOTES" is defined in SECTION 2.2.

         "ORGANIZATIONAL DOCUMENTS" is defined in SECTION 4.1.

         "PERMITS" is defined in SECTION 4.19.

         "PPM" is defined in the preamble hereto.

         "PPM DALLAS" is defined in the preamble hereto.

         "PPM DALLAS GP" is defined in the preamble hereto.

         "PPM DALLAS INTERESTS" is defined in the Recitals.

         "PPM DALLAS LIMITED PARTNERS" is defined in the preamble hereto.

         "PPM GP" is defined in the preamble hereto.

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         "PPM INTERESTS" is defined in the Recitals.

         "PPM LIMITED PARTNERS" is defined in the preamble hereto.

         "PARTNERSHIP AGREEMENTS" is defined in SECTION 4.1.

         "PARTNERSHIP INTERESTS" is defined in the Recitals.

         "PARTNERSHIPS" is defined in the Recitals.

         "PARTY" is defined in the preamble hereto.

         "PERMITTED  ENCUMBRANCE"  means (a) statutory  liens for current Taxes,
assessments  or other  governmental  charges not yet delinquent or the amount or
validity of which is being contested in good faith;  (b) mechanics',  carriers',
workers',  repairers',  and  similar  Encumbrances  arising or  incurred  in the
ordinary  course of business  for amounts  that are not yet due and payable that
are not material to the  business,  operations  and  financial  condition of the
Properties;  (c)  zoning,  entitlement  and  other  land  use and  environmental
regulations by any Governmental Entity,  provided that such regulations have not
been violated;  and (d) such other imperfections in title,  charges,  easements,
restrictions and Encumbrances  which do not materially detract from the value of
or materially  interfere with the present use of any Property subject thereto or
affected thereby.

         "PERSON" means any individual, corporation, partnership, joint venture,
association,    joint-stock   company,   trust,    enterprise,    unincorporated
organization, or Governmental Entity.

         "PROCEEDINGS"   means  all   proceedings,   actions,   claims,   suits,
investigations,  and  inquiries  by or before  any  arbitrator  or  Governmental
Entity.

         "PROPERTIES" means, collectively,  the properties,  assets, rights, and
interests owned, used, and operated by the Partnerships.

         "PURCHASE PRICE" is defined in SECTION 2.2.

         "REQUIRED  CONSENT"  means the approval of Sellers  owning in excess of
50% of the total Partnership Interests of each Partnership.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SELLER" and "SELLERS" are defined in the recitals.

         "SELLER INDEMNIFIED PARTIES" is defined in SECTION 9.2.

         "SELLER PARTIES" and "SELLER PARTY" means the Partnerships and Sellers.

         "TAXES" means any federal,  state,  local,  or foreign  income taxes or
similar  assessments,  or any sales,  use,  gross  receipts,  license,  payroll,
employment,  excise,  severance,  stamp, occupation,  premium, windfall profits,
environmental  (including  taxes under Code Section 59A),  customs,  ad valorem,
duties,  capital  stock,  franchise,  profits,  withholding,   social  security,
unemployment,   disability,   real  property,   personal   property,   transfer,
registration,  value added,  alternative or add-on minimum,  estimated, or other
tax of any  kind  whatsoever,  including  any  interest,  penalty,  or  addition
thereto, whether disputed or not.

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                           ARTICLE 2. -- TRANSACTION

         2.1. AGREEMENT TO SELL AND PURCHASE. At the Closing, but effective as
of the Effective Date, and on the terms and subject to the conditions set forth
in this Agreement, Sellers will transfer to Buyers the Partnership Interests,
free and clear of all Encumbrances, as follows:

                  (a) each of the General  Partners will transfer to Amen all of
         the General Partner Interests owned by it as reflected on SCHEDULE 2.1;
         and

                  (b) each of the Limited Partners will transfer to NEMA all of
                  the Limited  Partner  Interests  owned by it as  reflected  on
         SCHEDULE 2.1.

         2.2.  PURCHASE PRICE. In  consideration  of the sale of the Partnership
Interests hereunder,  Buyers will deliver to Sellers an aggregate purchase price
of  $3,730,051.14  (the  "PURCHASE  PRICE"),  consisting  of (a) an aggregate of
$500,000 in cash or cash  equivalent  at Closing,  and (b) a promissory  note in
substantially  the form attached hereto as EXHIBIT A payable by Amen and NEMA to
each of the Sellers which together have the aggregate  original principal amount
of $3,230,051.14 (the "NOTES"), which will accrue interest at the annual rate of
seven and  seventy-five  one hundredths  percent (7.75%) and be payable in equal
quarterly installments of principal and accrued interest beginning at the end of
the first full calendar  quarter after the Closing Date and maturing on December
31, 2013. The Purchase Price will be allocated among the Sellers as set forth on
SCHEDULE 2.1. The Purchase Price allocated to PPM with respect to its PPM Dallas
LP  Interests  shall not be paid to PPM, but shall be included in the amounts of
the Purchase  Price to be paid  directly to the holders of the PPM  Interests as
reflected on SCHEDULE 2.1.

                             ARTICLE 3. -- CLOSING

         3.1. CLOSING. The closing of the transactions  contemplated hereby (the
"CLOSING")  will take place on May 19, 2006 at the principal  office of Amen, or
at such  earlier time as selected by Buyers or at such other time or place or on
such other date as the Parties may agree; provided that Buyers have the right to
extend the Closing Date by up to sixty (60) days by giving written notice to the
General Partners.  The date on which the Closing occurs is herein referred to as
the "CLOSING DATE," but the transaction  described  herein shall be effective as
of the Effective Date.

         3.2. CLOSING DELIVERIES. At the Closing,

                  (a) Buyers will (i) deliver the Purchase Price to Sellers, and
         (ii)  deliver to Sellers the  various  certificates,  instruments,  and
         documents   referred  to  in  SECTION  7.1.  Sellers  shall  be  solely
         responsible  for providing the  allocation of the Purchase  Price among
         them as set forth on SCHEDULE 2.1, and Buyers shall not be  responsible
         for nor have any liability with respect to such matters.

                  (b) Each  Seller  (i) will  execute  and  deliver to Buyers an
         Assignment of Partnership  Interest in substantially  the form attached
         hereto as EXHIBIT B  conveying  to Buyers all of such  Seller's  right,
         title  and  interest  in and to the  Partnership  Interests;  (ii) will
         execute and deliver to Buyers, to the extent the Partnership Agreements
         provide  that  the  Partnership  Interests  are  to be  represented  by
         certificates,   certificate(s)  representing  all  of  the  Partnership
         Interests;  (iii) will  deliver such  consents and  approvals as may be
         necessary  for  Buyers  to  become  a  substitute  limited  partner  or
         replacement  general  partner,  as the  case  may  be,  in  each of the
         Partnerships;   and  (iv)  will   execute   and   deliver  the  various
         certificates, instruments, and documents referred to in SECTION 7.2.

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             ARTICLE 4. -- REPRESENTATIONS AND WARRANTIES OF SELLER

         Each Limited  Partner  represents and warrants to the Buyers as to such
Limited Partner and its  Partnership  Interest only and to the knowledge of such
Limited  Partner,  and  each  of  the  General  Partners  and  the  Partnerships
represents  and warrants to Buyers,  as of the date hereof and as of the Closing
Date, that:

         4.1.  ORGANIZATIONAL  MATTERS.  Each Seller  Party that is an entity is
duly  organized,  validly  existing,  and in good standing under the laws of its
state of  organization.  No  Proceeding  to dissolve any Seller Party that is an
entity is pending or, to the best knowledge of the Seller  Parties,  threatened.
Each Seller  Party is duly  authorized  to conduct its  business  and is in good
standing  under  the  laws of each  jurisdiction  where  such  qualification  is
required.  Each Seller Party has the requisite power and authority  necessary to
own or  lease  its  properties  and to  carry  on its  businesses  as  currently
conducted  and any  business in which it currently  proposes to engage.  Sellers
have  delivered  to Buyers  correct and  complete  copies of each of the limited
partnership agreements of the Partnerships (the "PARTNERSHIP  AGREEMENTS"),  the
certificates of limited  partnership of the Partnerships,  and all other similar
documents, instruments or certificates executed, adopted, or filed in connection
with the creation, formation, or organization of the Partnerships, including any
amendments  thereto,  all as described on SCHEDULE 4.1 (collectively as provided
to Buyers, the "ORGANIZATIONAL  DOCUMENTS"). No Seller Party is in breach of any
provision  of  the  Organizational  Documents  of  either  Partnership.  Neither
Partnership owns any equity interests in any person,  except for PPM's ownership
of PPM Dallas LP Interests.

         4.2.  PARTNERSHIP  INTERESTS.  Each Seller is the record and beneficial
owner of the Partnership Interest owned by such Seller as designated on SCHEDULE
2.1, and upon consummation of the transactions  contemplated hereby, Buyers will
acquire,  good, valid, and marketable title to all of the Partnership Interests,
free and clear of all Encumbrances. No other person owns or has any right to own
any of the Partnership Interests. Sellers possess full authority and legal right
to sell, transfer and assign to Buyers such Partnership Interests.  There are no
claims pending,  or, to the knowledge of Sellers,  threatened against either the
Partnership  or  Sellers  that  concern  or  affect  title  to such  Partnership
Interests, or that seek to compel the issuance of partnership interests or other
securities of either Partnership. The Partnership Interests are duly authorized,
validly issued,  fully paid and non-assessable and are not subject to preemptive
rights.  The  Partnership  Interests  constitute all of the  outstanding  equity
securities   of  the   Partnerships.   Except  as  otherwise   provided  in  the
Organizational   Documents,  (i)  there  are  no  existing  warrants,   options,
conversion rights, calls or other commitments of any character pursuant to which
either Partnership,  or any partner thereof, may become obligated to increase or
decrease any Person's limited or general partner interest or admit any Person as
a partner; (ii) neither Partnership has any commitment or obligation (contingent
or  otherwise) to increase or decrease any Person's  limited or general  partner
interest or admit any Person as a partner;  or (iii) the  Partnership  Interests
are not subject to any  agreements  or  understandings  among any  Persons  with
respect to the voting or transfer thereof.

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         4.3. AUTHORITY  RELATIVE TO THIS AGREEMENT.  Each Seller Party has full
power and  authority  to execute,  deliver,  and perform this  Agreement  and to
consummate the transactions  contemplated hereby. The execution,  delivery,  and
performance by such Seller Party of this Agreement,  and the  consummation by it
of the  transactions  contemplated  hereby,  have  been duly  authorized  by all
necessary action of such Seller Party. This Agreement has been duly executed and
delivered  by each  Seller  Party and  constitutes,  and each  other  agreement,
instrument,  or document  executed  or to be  executed  by such Seller  Party in
connection with the transactions  contemplated hereby has been, or when executed
will be, duly  executed and delivered by such Seller Party and  constitutes,  or
when  executed  and  delivered  will  constitute,  a valid and  legally  binding
obligation of each such Seller Party,  enforceable  against such Seller Party in
accordance with their respective terms.

         4.4. NONCONTRAVENTION. The execution, delivery, and performance by each
Seller Party of this Agreement and the  consummation  by it of the  transactions
contemplated  hereby  do not and  will  not (a)  conflict  with or  result  in a
violation of any  provision  of the  Organizational  Documents or the  governing
documents of such Seller Party (if such Seller is an entity),  (b) conflict with
or result in a violation of any provision of, or constitute (with or without the
giving of notice or the passage of time or both) a default  under,  or give rise
(with or  without  the  giving of notice or the  passage of time or both) to any
right of termination,  cancellation,  or acceleration  under, any material bond,
debenture,  note, mortgage,  indenture,  lease,  contract,  agreement,  or other
material  instrument  or  obligation  to which any Seller Party is a party,  (c)
result in the creation or imposition  of any  Encumbrance  upon the  Partnership
Interests or the Properties,  or (d) violate any Applicable Law binding upon any
Seller  Party or  require a consent,  approval,  order or  authorization  of, or
declaration, filing, or registration with, any Governmental Entity.

         4.5.  BROKERS OR FINDERS.  No Seller Party has incurred,  and no Seller
Party will incur, directly or indirectly, as a result of any action taken by any
Seller Party under this Agreement,  any liability for brokerage or finders' fees
or commissions or any similar  charges in connection  with this  Agreement,  for
which Buyers or any Partnership will have any liability.

         4.6.   COMPLIANCE  WITH  LAWS.  Each  Partnership  and  its  respective
predecessors  and  Affiliates  has complied with all  applicable  laws, and each
Seller Party is not aware of any violations, whether alleged or acknowledged, of
any applicable  regulations,  rules or orders  promulgated by the Public Utility
Commission of Texas, or any other federal or state regulatory  agency, or any of
their predecessor  agencies,  which affect in any respect the operation or value
of the Partnerships or the Properties.

         4.7.  FINANCIAL  STATEMENTS.  The financial  statements for each of the
Partnerships  which have been  provided to Buyers (the  "FINANCIAL  STATEMENTS")
were  prepared in  accordance  with  generally  accepted  accounting  principles
consistently  applied,  and accurately  and  completely  represent the financial
condition of each of the Partnerships,  respectively,  as of the dates set forth
therein, and are consistent with the books and records of the Partnership.

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         4.8. SUBSEQUENT EVENTS.  Except as set forth in SCHEDULE 4.8, since the
date of the most recent Financial  Statements which include a balance sheet (the
"BALANCE  SHEET DATE") each of the  Partnerships  have  operated in the ordinary
course of  business  and there has not been any  material  adverse  change  with
respect to any  Partnership.  Without  limiting the foregoing,  since that date,
none of the following have occurred:

                  (a) neither  Partnership  has sold,  leased,  transferred,  or
         assigned any assets other than for a fair consideration in the ordinary
         course of business;

                  (b)  neither  Partnership  has  entered  into any  contract or
         agreement  (or  series of  related  contracts  or  agreements),  or any
         amendment  or  modification  of  any  contract  or  agreement,   either
         involving more than $50,000 or outside the ordinary course of business;

                  (c)  no   Encumbrance   has  been  imposed  upon  any  of  the
         Properties;

                  (d) neither  Partnership has made any capital  expenditure (or
         series of related  capital  expenditures)  involving  more than $25,000
         individually,  $50,000 in the aggregate, or outside the ordinary course
         of business;

                  (e) neither  Partnership  has issued any note,  bond, or other
         debt  security  or  created,  incurred,   assumed,  or  guaranteed  any
         liability for borrowed money or capitalized lease;

                  (f) neither  Partnership  has delayed or postponed the payment
         of accounts payable or other liabilities outside the ordinary course of
         business;

                  (g) neither Partnership has canceled, compromised,  waived, or
         released  any claim or cause of action (or series of related  claims or
         causes of action) outside the ordinary course of business;

                  (h)  there  has  been  no  change  made or  authorized  to the
         Organizational Documents of either Partnership;

                  (i)  neither  Partnership  has  issued,   sold,  or  otherwise
         disposed of any of its limited or general partner interests;

                  (j) neither  Partnership has declared,  set aside, or paid any
         dividend  or made any  distribution  with  respect to its  limited  and
         general  partner  interests  (whether in cash or in kind) or  redeemed,
         purchased,  or otherwise acquired any of its limited or general partner
         interests;

                  (k)   neither   Partnership   has   experienced   any  damage,
         destruction,  or loss  (whether  or not  covered by  insurance)  to its
         Properties in excess of $25,000;

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                  (l) neither  Partnership has made any loan to, or entered into
         any other transaction with, any of its directors,  officers,  employees
         or Affiliates;

                  (m)  neither  Partnership  has  entered  into any  employment,
         collective bargaining, or similar contract or modified the terms of any
         existing such contract;

                  (n)  neither  Partnership  has  committed  to pay any bonus or
         granted any  increase  in the base  compensation  (i) of any  director,
         officer,  or employee thereof that is a Seller or an Affiliate thereof,
         or (ii) outside of the ordinary course of business, of any of its other
         employees;

                  (o) neither  Partnership has adopted,  amended,  modified,  or
         terminated any bonus, profit-sharing,  incentive, severance, or similar
         contract  for  the  benefit  of  any  of its  directors,  officers,  or
         employees;

                  (p)  neither   Partnership   has  made  any  other  change  in
         employment  terms for (i) any  officer or  employee  thereof  that is a
         Seller or an Affiliate thereof,  or (ii) outside of the ordinary course
         of business, any of its other directors, officers, or employees;

                  (q)  neither  Partnership  has  made or  pledged  to make  any
         charitable or other capital contribution;

                  (r) neither  Partnership  has discharged or satisfied any lien
         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;

                  (s) neither Partnership has made any material change in any of
         the accounting principles followed by it or the method of applying such
         principles;

                  (t) neither  Partnership  has made any change in any  material
         Tax election or the manner Taxes are reported;

                  (u) there has not been any other occurrence,  event, incident,
         action, failure to act, or transaction with respect to the Partnerships
         either  involving more than $25,000  (individually or in the aggregate)
         or outside the ordinary course of business; and

                  (v) neither Partnership has committed to any of the foregoing.

         4.9.  LIABILITIES.  Except  as  set  forth  on  SCHEDULE  4.9,  neither
Partnership  has any liability  (and there is no basis for any present or future
claims,  causes  of  action or orders  against  any of them  giving  rise to any
liability),  except for (a) liabilities  quantified on the face of the Financial
Statements  (rather  than  in any  notes  thereto)  and not  heretofore  paid or
discharged,  and (b) liabilities  which have arisen after the Balance Sheet Date
in the ordinary course of business which,  individually or in the aggregate, are
not  material  and are of the  same  character  and  nature  as the  liabilities
quantified on the face of the Financial Statements as of the Balance Sheet Date,
none of which  results  from or  relates to any  breach of  contract,  breach of
warranty, tort, infringement,  or breach of law or arose out of any claim, cause
of action or order.

                                       9
<PAGE>

         4.10. INSURANCE. SCHEDULE 4.10 contains accurate and complete (i) lists
of all insurance policies currently carried by the Partnerships,  and (ii) lists
of all insurance  losses or workers'  compensation  claims received for the past
three policy years.  Copies of all insurance  policies  currently in effect have
been or will be provided to Buyers.  Such insurance policies evidence all of the
insurance that either  Partnership is required to carry pursuant to contracts to
which it is a party or applicable law. Such insurance  policies are currently in
full  force and effect and will  remain in full force and effect  through  their
current terms. No insurance carried by any Partnership has ever been canceled by
the insurer and no Partnership has ever been denied coverage.

         4.11. LABOR; EMPLOYEES.

                  (a) To  each  Seller  Party's  knowledge,  no  executive,  key
         employee,  or group of employees has any plans to terminate  employment
         with  any  Partnership.  No  Partnership  is a party to or bound by any
         collective  bargaining  agreement,  nor has any of them experienced any
         strikes,  grievances,  claims  of  unfair  labor  practices,  or  other
         collective  bargaining  disputes.  No Seller Party has any knowledge of
         any  organizational  effort currently being made or threatened by or on
         behalf of any labor union with respect to employees of any Partnership.
         Neither Partnership has any or has ever had any employee benefit plans.
         No   Partnership   has  committed  any  unfair  labor   practice.   The
         Partnerships are in full compliance with all laws regarding employment,
         wages, hours, equal opportunity,  collective  bargaining and payment of
         social security and other taxes. Except as provided in SECTION 6.7, the
         employment of all persons and officers employed by the Partnerships are
         terminable  at will without any penalty or severance  obligation of any
         kind  on  the  part  of  the  employer.   All  sums  due  for  employee
         compensation  and benefits and all vacation time owing to any employees
         of the  Partnerships  have  been  duly and  adequately  accrued  on the
         accounting records of the Partnerships.

                  (b) All employee  benefit plans and all other employee benefit
         arrangements,   policies  or  payroll  practices,   including,  without
         limitation,  any arrangement,  policy or practice  providing  severance
         pay, bonuses, commissions,  profit-sharing,  savings, incentive, change
         of  control,  parachute,  stock  purchase,  stock  options,  insurance,
         deferred  compensation,  or other similar fringe or employee  benefits,
         covering  former or current  employees  of the  Partnerships,  or under
         which the  Partnerships  has any obligation or liability,  are and have
         been maintained and administered in all material respects in accordance
         with their express terms and with the  requirements  of applicable law.
         True and complete copies of all such plans and  arrangements  have been
         provided or made available to the Buyers prior to the date hereof.

         4.12.  TITLE TO AND CONDITION OF PROPERTIES.  The  Properties  owned by
each of the Partnerships are included in the Financial Statements and located on
the  Partnerships'  premises.  The  Partnerships  have  good,  marketable,   and
indefeasible  title to, or a valid  leasehold  interest  in, all real  property,
buildings,  machinery, equipment, and other tangible assets that are included in
the Financial Statements, located on their premises or necessary for the conduct
of their respective  businesses as currently conducted and as currently proposed
to be  conducted,  in each case free and clear of all  Encumbrances,  other than
Permitted  Encumbrances.  Each such tangible asset is free from material defects
(patent and latent),  has been  maintained  in accordance  with normal  industry
practice,  is in good operating condition (subject to normal wear and tear), and
is suitable for the purposes  for which it is  currently  used and  currently is
proposed to be used. There exists no unrecorded document or agreement that would
result  in the  impairment  or loss  of the  Partnerships'  title  to any of the
Properties  or the value  therefore  or impede  the  operations  thereof  by the
Partnerships. All buildings, plants and structures each Partnership owns or uses
lie wholly within the boundaries of the real property such  Partnership owns and
do not encroach upon any other Person's property.

                                       10
<PAGE>

         4.13.  INTELLECTUAL PROPERTY. The Partnerships own all right, title and
interest  in and  to,  or has a valid  and  enforceable  license  to use all the
Intellectual   Property  used  by  it  in  connection  with  the   Partnerships'
businesses,  which represents all intellectual  property rights necessary to the
conduct  of  the  Partnerships'   businesses  as  now  conducted  and  presently
contemplated.   The   Partnerships   are  in  compliance  with  all  contractual
obligations  relating to the protection of such of the Intellectual  Property as
it uses pursuant to license or other  agreement.  There are no conflicts with or
infringements  of any  Intellectual  Property by any third party. The conduct of
the  Partnerships'  businesses as currently  conducted or contemplated  does not
conflict with or infringe any proprietary right of any third party.  There is no
claim,  suit,  action  or  proceeding  pending  or,  to  the  knowledge  of  the
Partnerships,  threatened  against  the  Partnerships:  (i)  alleging  any  such
conflict or  infringement  with any third party's  proprietary  rights;  or (ii)
challenging  the  Partnerships'   ownership  or  use  of,  or  the  validity  or
enforceability  of any  Intellectual  Property.  No present or former  employee,
officer or director of the Partnerships,  or agent or outside  contractor of the
Partnerships,  holds any right,  title or interest,  directly or indirectly,  in
whole or in part, in or to any  Intellectual  Property.  To the Seller  Parties'
knowledge:  (i) none of the  Intellectual  Property has been used,  disclosed or
appropriated to the detriment of the  Partnerships for the benefit of any Person
other than the  Partnerships;  and (ii) no employee,  independent  contractor or
agent  of the  Partnerships  has  misappropriated  any  trade  secrets  or other
confidential information of any other Person in the course of the performance of
his or her  duties  as an  employee,  independent  contractor  or  agent  of the
Partnerships.

                  Any programs, modifications, enhancements or other inventions,
improvements,  discoveries,  methods or works of authorship  ("WORKS") that were
created by employees of the Partnerships were made in the regular course of such
employees'  employment or service  relationships with the Partnerships using the
Partnerships'  facilities and resources and, as such,  constitute works made for
hire.  Each such  employee  who has  created  Works or any  employee  who in the
regular  course of his  employment  may create  Works and all  consultants  have
signed an assignment or similar  agreement with the Partnerships  confirming the
Partnerships' ownership or, in the alternate,  transferring and assigning to the
Partnerships   all  right,   title  and  interest  in  and  to  such   programs,
modifications,  enhancements or other inventions  including  copyright and other
intellectual property rights therein.

         4.14.  SOFTWARE.  The  Partnerships  owns or has valid licenses to use,
reproduce,  modify,  distribute  and  sublicense all copies of the operating and
applications  computer  software  programs  and  databases  owned or used by the
Partnerships that are material to the conduct of the Partnerships' businesses as
now conducted and as presently contemplated to be conducted  (collectively,  the
"SOFTWARE"),  and neither of the Partnerships has not sold, licensed,  leased or
otherwise  transferred  or granted  any  interest or rights in or to any portion
thereof.  To the knowledge of the Seller  Parties,  none of the Software used by
the  Partnerships,  nor any  use  thereof,  conflicts  with,  infringes  upon or
violates  any  intellectual  property  or other  proprietary  right of any other
Person and, to the  knowledge of the  Partnerships,  no claim,  suit,  action or
other  proceeding  with  respect  to  any  such  infringement  or  violation  is
threatened or pending.  Each of the  Partnerships has taken the steps reasonably
necessary  to protect  its right,  title and  interest  in and to the  Software,
including,  without  limitation,  the execution of  appropriate  confidentiality
agreements.  The  Partnerships  possess or have access to the  original  and all
copies of all documentation  and all source code or password  protected code, as
applicable for all the Software it owns. Upon  consummation of the  transactions
contemplated by this Agreement,  the  Partnerships  will continue to own all the
Software  owned  by it,  free  and  clear of all  claims,  liens,  encumbrances,
obligations and liabilities and, with respect to all agreements for the lease or
license of Software  which require  consents or other actions as a result of the
consummation of the transactions contemplated by this Agreement in order for the
Partnerships  to  continue to use and operate  such  Software  after the Closing
Date,  the  Partnerships  will have  obtained  such consents or taken such other
actions so required.

                                       11
<PAGE>

         4.15. MATERIAL  CONTRACTS.  Seller Parties have provided to Buyers true
and correct copies of all material  contracts,  agreements,  leases,  mortgages,
instruments  or other  documents  to which either of the  Partnerships  or their
respective  Properties  are subject or bound (the  "MATERIAL  CONTRACTS").  Each
Partnership, each Seller and, to the Seller Parties' knowledge, each other party
thereto,  has  complied  with and is not in  default  under  any  such  Material
Contracts.  No event has  occurred  which,  with notice or lapse of time,  would
constitute  a breach or default  under any Material  Contract,  and no party has
repudiated  any provision of the contracts.  Without  limiting the generality of
the foregoing,  neither Partnership has any obligation or liability to refund or
reimburse any fees,  charges or other  revenues.  All Material  Contracts are in
full force and effect and will not be  terminated  or give rise to a termination
right  or  otherwise  be  effected  by  this   Agreement  or  the   transactions
contemplated hereby.

         4.16.  TAXES.  Each Partnership has filed all federal,  state and other
Tax reports or returns,  if any, required to be filed by such  Partnership.  All
Taxes shown on such Tax  reports or returns and all other Taxes and  assessments
owed by each  Partnership  have been properly and timely paid. Each  Partnership
has made all required  deposits for Taxes and has established  adequate reserves
for Taxes.  No taxing  authority or agency is now asserting or, to the knowledge
of any Seller  Party,  threatening  to assert  against  either  Partnership  any
deficiency  or claim for  additional  Taxes or interest  thereon or penalties in
connection therewith.  Neither Partnership has granted any waiver of any statute
of  limitations  with respect to, or any extension of a period of assessment of,
any Taxes.

         4.17.  CONSENTS.  There  are no  preferential  rights  of  purchase  or
consents  to  assign  in favor  of  third  parties  with  respect  to any of the
Partnership Interests and no consents to transfers thereof are required,  except
as may be contained in the Partnership Agreements, all of which have been waived
or obtained.

         4.18.  ENVIRONMENTAL.  At no time  during  either of the  Partnerships'
ownership thereof have the Properties been used by the Partnerships or by anyone
else  during any period of time for the  generation,  storage,  or disposal of a
Hazardous  Substance  or as a landfill or a waste  disposal  site for  regulated
waste. With respect to the Properties,  no Partnership has entered into, and, to
the best knowledge of each Seller,  no predecessor to either of the Partnerships
or operator of any Properties has entered into, or is subject to, any contracts,
agreements or Applicable Environmental Laws that relate to the future use of any
of the Properties or that require any change in the present  condition of any of
the Properties.  Neither the execution of this Agreement nor the consummation of
the  transactions  contemplated  by this Agreement will violate any  agreements,
consents, orders, decrees, judgments,  license, or permit conditions, or, to the
best  knowledge  of each  Seller,  require the consent or approval of any agency
charged with enforcing any Applicable Environmental Law.

                                       12
<PAGE>

         4.19.  LICENSES AND PERMITS.  Each of the Partnerships has obtained and
holds in good standing all licenses,  permits,  variances,  exemptions,  orders,
franchises,  approvals and authorizations of all Governmental Entities necessary
for the  lawful  conduct  of its  business  and the  lawful  ownership,  use and
operation  of its assets  ("PERMITS").  None of the  Permits  will be  adversely
affected  by  the  consummation  of the  transactions  contemplated  under  this
Agreement or requires any filing or consent in connection therewith. Each of the
Partnerships is in compliance with the terms of the Permits and no investigation
or review by any  Governmental  Entity  with  respect to either  Partnership  is
pending or, to the knowledge of the Seller Parties, threatened.

         4.20.   PROCEEDINGS.   There  is  no  claim,  dispute,   suit,  action,
investigation,   or  other  proceeding  before  any  Governmental   Entity,  nor
threatened, against either of the Partnerships or any of the Properties that has
or might result in the impairment or loss of the  Partnerships'  title to any of
the Properties or the value thereof or impede the operation of the Properties.

         4.21. CERTAIN BUSINESS  RELATIONSHIPS.  Except as set forth on SCHEDULE
4.21, none of the Sellers nor any of their  Affiliates (a) have been involved in
any business arrangement or relationship with either Partnership within the past
12 months, (b) own any asset that is used in either Partnership's  business, and
(c) has any claim or cause of action against either Partnership.

         4.22. ACCOUNTS RECEIVABLE.

                  (a) All of the accounts,  notes and loans receivable that have
         been  recorded on the books of each of the  Partnerships  are bona fide
         and  represent  accounts,  notes and loans  receivable  validly due for
         goods sold or  services  rendered  and are  reasonably  expected  to be
         collected in full within 120 days after the applicable  invoice or note
         maturity date (other than such  accounts,  notes and loans  receivable,
         that  individually  or in the aggregate are less than $50,000 as of the
         date hereof);

                  (b) All of such accounts,  notes and loans receivable are free
         and clear of any and all  Encumbrances  and other  adverse  claims  and
         charges,  and  none of such  accounts,  notes or  loans  receivable  is
         subject to any offset or claim of offset; and

                  (c)  None of the  obligors  on such  accounts,  notes or loans
         receivable has given notice to either of the Partnerships  that it will
         or may refuse to pay the full amount or any portion thereof.

         4.23.  SECURITIES LAW REPRESENTATIONS.  Each Seller makes the following
representations  with  respect to the Note to be received by such Seller as part
of the Purchase Price:

                                       13
<PAGE>

                  (a)  EACH  SELLER  IS ABLE TO BEAR  THE  ECONOMIC  RISK OF ITS
         INVESTMENT IN THE NOTE FOR AN INDEFINITE PERIOD OF TIME. THE NOTES HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
         UNDER  THE  SECURITIES  LAWS OF ANY  STATE,  AND  THEREFORE  CANNOT  BE
         TRANSFERRED OR SOLD UNLESS THE NOTES ARE SUBSEQUENTLY  REGISTERED UNDER
         THE SECURITIES ACT, AND ANY APPLICABLE  STATE SECURITIES LAWS OR UNLESS
         AN EXEMPTION OR EXCEPTION FROM SUCH  REGISTRATION IS AVAILABLE AND SUCH
         AVAILABILITY OF THE EXEMPTION SHALL BE ESTABLISHED TO THE  SATISFACTION
         OF AMEN AND ITS COUNSEL. EACH SELLER ALSO RECOGNIZES THAT NO FEDERAL OR
         STATE  AGENCY  HAS  PASSED  UPON  THE  NOTE  OR  MADE  ANY  FINDING  OR
         DETERMINATION  AS TO THE FAIRNESS OF THE  ACCEPTANCE OF THE NOTE.  Each
         Seller  acknowledges and understands that there is no public market for
         the Note and that no market for the Note is likely to develop.

                  (b) Each Seller  recognizes  that his  acceptance  of the Note
         involves  a high  degree of risk  which  may  result in the loss of the
         total amount of the principal  thereof.  Each Seller  acknowledges that
         such Seller is aware of and has carefully considered all risks incident
         to the  acquisition of the Note.  Each Seller has carefully  considered
         and understands and accepts all such risks.

                  (c) Each Seller is  acquiring  the Note for such  Seller's own
         account  (as  principal)  for  investment  and  not  with a view to the
         distribution or resale thereof, and has not offered or sold any portion
         of the Note and has no  present  intention  of  dividing  the Note with
         others or of  reselling  or  otherwise  disposing of any portion of the
         Note.

                  (d) Each Seller has had the opportunity to review the publicly
         available  information  concerning  Amen and has  determined  that such
         information is sufficient to make an informed investment decision. Each
         Seller  has  sufficient  knowledge  and  experience  in  financial  and
         business matters to enable such Seller to evaluate the merits and risks
         of an investment in the Note. In addition,  in reaching the  conclusion
         that each Seller desires to accept the Note,  such Seller has carefully
         evaluated its financial  resources and investments,  has consulted with
         such legal, accounting and other experts as necessary, and acknowledges
         that such Seller is able to bear the economic risks of this investment.

                  (e) Each Seller is an  "accredited  investor"  as such term is
         defined in Rule 501 under the Securities  Act. Each Seller will provide
         to Amen such  information  as may be  reasonably  requested  by Amen to
         enable it to satisfy itself as to accredited  status of the each Seller
         and the knowledge and experience of each Seller and his ability to bear
         the economic risk of an investment in the Note.

         4.24.  INFORMATION PROVIDED. All representations and warranties made by
each  Seller  Party and all other oral or written  information  provided by each
Seller Party to Buyers (including  without  limitation the Appraisal) is and are
true, correct and complete in all material respects.

                                       14
<PAGE>

             ARTICLE 5. -- REPRESENTATIONS AND WARRANTIES OF BUYERS

         Buyers represent and warrant to Seller that:

         5.1. ORGANIZATION; EXISTENCE; QUALIFICATION. Amen is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.  NEMA is a limited liability company duly organized,  validly existing
and in good standing under the laws of the State of Nevada.

         5.2.  AUTHORITY  RELATIVE  TO  THIS  AGREEMENT.  Each  Buyer  has  full
corporate or company power and authority to execute,  deliver,  and perform this
Agreement and to consummate the transactions contemplated hereby. The execution,
delivery, and performance by each Buyer of this Agreement,  and the consummation
by it of the transactions  contemplated hereby, have been duly authorized by all
necessary  corporate or company  action of each Buyer.  This  Agreement has been
duly executed and delivered by Buyers and constitutes, and each other agreement,
instrument,  or document executed or to be executed by Buyers in connection with
the  transactions  contemplated  hereby has been, or when executed will be, duly
executed and delivered by Buyers and constitutes, or when executed and delivered
will constitute,  a valid and legally binding obligation of Buyers,  enforceable
against Buyers in accordance with their respective terms.

         5.3.  NONCONTRAVENTION.  The execution,  delivery,  and  performance by
Buyers  of  this  Agreement  and  the  consummation  by it of  the  transactions
contemplated  hereby  do not and  will  not (a)  conflict  with or  result  in a
violation  of any  provision  of the  organizational  documents  of Buyers,  (b)
conflict with or result in a violation of any provision of, or constitute  (with
or without the giving of notice or the passage of time or both) a default under,
or give rise  (with or without  the  giving of notice or the  passage of time or
both) to any right of  termination,  cancellation,  or acceleration  under,  any
bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other
instrument  or  obligation  to which  Buyers  are a party,  or (c)  violate  any
Applicable  Law  binding  upon Buyers or require a consent,  approval,  order or
authorization of, or declaration,  filing or registration with, any Governmental
Entity.

         5.4.  SECURITIES LAWS  COMPLIANCE.  Each of the Buyers (a) is acquiring
the  Partnership  Interests  for  its  own  account  and  not  with  a  view  to
distribution  within the meaning of Section 2(11) of the Securities  Act, (b) is
an  "accredited  investor"  as such term is  defined  in Rule  501(a)  under the
Securities  Act, (c) has  sufficient  knowledge and  experience in financial and
business  matters  so as to be  able  to  evaluate  the  merits  and  risk of an
investment  in the  Partnership  Interests and is able  financially  to bear the
risks thereof and (d)  understands  that the  Partnership  Interests  will, upon
purchase,  be characterized as "restricted  securities"  under state and federal
securities  laws  and  that  under  such  laws and  applicable  regulations  the
Partnership Interests may be resold without registration under such laws only in
certain limited circumstances.

         5.5. BROKERS OR FINDERS.  Buyers have not incurred, and will not incur,
directly or  indirectly,  as a result of any action  taken by Buyers  under this
Agreement,  any liability for brokerage or finders' fees or  commissions  or any
similar charges in connection  with this Agreement,  for which any Seller has or
will have any liability.

                                       15
<PAGE>

              ARTICLE 6. -- COVENANTS OF SELLER PARTIES AND BUYERS

         6.1.  GENERAL.  Buyers and each Seller Party will use their  reasonable
best  efforts  to take all action  and to do all  things  necessary  in order to
consummate and make effective the  transactions  contemplated  by this Agreement
(including  satisfaction,  but not waiver,  of the conditions to the Closing set
forth in ARTICLE 7), and each Seller  Party  agrees not to take any action which
might effect any Partnership Interest and not to vote, consent, act or determine
not to act under the Partnership Agreements without the prior written consent of
Buyers.   The  General   Partners  will  operate,   manage  and  administer  the
Partnerships  in a good and workmanlike  manner  consistent with past practices,
and cause each of the  Partnerships to carry on the business of the Partnerships
in  substantially  the  same  manner  as  before  execution  of this  Agreement,
including  without  limitation  maintaining all insurance,  Permits and Material
Contracts in full force and effect and  maintaining  the Property in  accordance
with industry standards.  The General Partners will, except for emergency action
taken in the face of  serious  risk to life,  property  or the  environment  (a)
submit to Buyers,  for prior  written  approval,  all requests for  operating or
capital expenditures and all proposed contracts, agreements and actions relating
to (i) any indebtedness to be incurred by the Partnerships or any sale of any of
the  Properties,  (ii)  the  Partnership  Interests,  the  Partnerships  or  the
Properties  which involve  individual  commitments of more than $10,000 or which
would  create  any  burdens  on  either  of the  Partnerships,  the  Partnership
Interests or the Properties, or (iii) all activities described in SECTION 4.8 or
outside  the  ordinary  course of business  of either of the  Partnerships;  (b)
consult with, inform and advise Buyers regarding all material matters concerning
the  operation,  management  and  administration  of the  Partnerships  and  the
Properties; and (c) obtain Buyers' written approval prior to voting, consenting,
acting or  determining  not to act under any  operating,  unit,  joint  venture,
partnership  or similar  agreement,  including the  Partnership  Agreements.  No
Seller  Party will take any action  that is  designed  or  intended  to have the
effect of  discouraging  any  lessor,  licensor,  customer,  supplier,  or other
business  associate of either of the  Partnerships  from maintaining at least as
favorable  business  relationships with the Partnerships after the Closing as it
maintained  with the  Partnerships  prior  to the  Closing.  Each of the  Seller
Parties will,  and will cause its  Affiliates  to, refer all customer  inquiries
relating  to the  businesses  of the  Partnerships  to Buyers,  or an  Affiliate
thereof, from and after the Closing.

         6.2. CONSENTS AND APPROVALS.

                  (a)  Following the  execution of this  Agreement,  each Seller
         Party  will  use its  reasonable  best  efforts  to  obtain  as soon as
         practicable  (but in any  event  prior  to the  Closing)  all  consents
         necessary  for  each  Seller  Party  to  consummate  the   transactions
         contemplated  hereby and to perform  its  obligations  hereunder.  Each
         Seller Party will use its  reasonable  best efforts to satisfy or cause
         to be  satisfied  each of the  conditions  to the  Closing set forth in
         ARTICLE 7.

                  (b) Following the execution of this Agreement, Buyers will use
         reasonable  best efforts to obtain as soon as  practicable  (but in any
         event  prior to the  Closing)  all  consents  necessary  for  Buyers to
         consummate  the  transactions  contemplated  hereby and to perform  its
         other obligations hereunder. Buyers will use reasonable best efforts to
         satisfy or cause to be satisfied  each of the conditions to the Closing
         set forth in ARTICLE 7.

                                       16
<PAGE>

         6.3. FULL ACCESS AND DUE DILIGENCE.

                  (a) At all  times  during  the  term  of this  Agreement,  the
         General  Partners  will permit  representatives  of Buyers to have full
         access at all reasonable times to all premises, Properties,  personnel,
         books, records (including Tax records),  contracts, and documents of or
         pertaining to each of the Partnerships to conduct due diligence reviews
         (including  without  limitation  to conduct  an audit of the  Financial
         Statements  and  other  financial   information),   together  with  the
         opportunity  to  discuss  the  Partnership  and its  business  with the
         Partnership  or  its  partners,   officers,   accountants,   employees,
         consultants,   agents  and  counsel,  all  as  Buyers  deem  reasonably
         necessary or appropriate for the purposes of familiarizing  Buyers with
         the  Partnership  and its  business.  Buyers  may make  copies  of such
         records, at their expense, but shall immediately return all such copies
         so made if this Agreement is terminated.

                  (b) Without limiting the foregoing, the General Partners shall
         provide to Buyers  promptly on or before  execution  of this  Agreement
         copies of the  Financial  Statements  and Material  Contracts and other
         information  requested  by Buyers for the purpose of  conducting  a due
         diligence   review  of  the   Partnerships,   the  Properties  and  the
         Partnership Interests.

         6.4. NOTICE OF DEVELOPMENTS. Each Party will give prompt written notice
to the others of any material adverse  development  causing a breach of any such
Party's  representations  and  warranties  herein.  No  disclosure  by any Party
pursuant to this  SECTION 6.4 will be deemed to amend or  supplement  any of the
schedules or to prevent or cure any misrepresentation or breach of warranty.

         6.5.  EXCLUSIVITY.  The Seller Parties will not solicit,  initiate,  or
encourage the  submission  of any proposal or offer from any Person  relating to
the acquisition of any of the Partnership Interests or the Properties (including
any acquisition structured as a merger, consolidation, or share exchange) during
the term of this Agreement.

         6.6. CONFIDENTIALITY. From and after the Closing Date, each Seller will
treat and hold as confidential all information (the "CONFIDENTIAL  INFORMATION")
concerning  the businesses  and affairs of Buyers or the  Partnerships,  refrain
from using any of the  Confidential  Information  except in connection with this
Agreement,  and deliver promptly to Buyers or destroy, at the request and option
of  Buyers,  all  tangible  embodiments  (and all  copies)  of the  Confidential
Information  which are in Seller's  possession.  If any Seller is  requested  or
required  (by oral  question  or request for  information  or  documents  in any
action) to disclose any Confidential Information, such Seller will notify Buyers
promptly of the request or  requirement  so that Buyers may seek an  appropriate
protective  order or waive  compliance with this Section 6.6. If, in the absence
of a protective  order or the receipt of a waiver  hereunder,  any Seller is, on
the  written  advice  of  counsel,   compelled  to  disclose  any   Confidential
Information to any Governmental  Entity,  arbitrator,  or mediator or else stand
liable for contempt,  that Seller may disclose the  Confidential  Information to
the Governmental Entity,  arbitrator, or mediator;  provided,  however, that the
disclosing Seller will use its best efforts to obtain, at the request of Buyers,
an order or other assurance that confidential treatment will be accorded to such
portion of the Confidential  Information required to be disclosed as Buyers will
designate.

                                       17
<PAGE>

         6.7.  EMPLOYMENT  AGREEMENT.  Prior to Closing,  each Partnership shall
enter into employment  agreements in form and substance  acceptable to Amen with
each key employee of each such Partnership as identified on SCHEDULE 6.7 and any
other employee determined by Amen during its due diligence to be a key employee.

         6.8.  POST CLOSING  OBLIGATIONS.  From and after Closing for so long as
any amount  remains  payable  under the Notes,  Buyers  agree (a) not to sell or
otherwise  dispose  of any  material  assets of the  Partnerships  except in the
ordinary course of business,  (b) enter into any business in direct  competition
with the  Partnerships  other than  through  the  Partnerships,  or (c) take any
action  which would  reasonably  be expected  to make it  impossible  to further
conduct the business of the Partnership.

         6.9.  EXPENSES.  Each  Party  shall be  responsible  for all of its own
expenses, including but not limited to, legal, accounting and other professional
fees  and the fees of its  financial  advisors  incurred  with  respect  to this
Agreement and the transactions provided for herein.

         6.10.  FURTHER  ASSURANCES.  After  Closing,  each of the Parties  will
execute, acknowledge and deliver to the other such further instruments, and take
such other action,  as may be reasonably  requested in order to more effectively
assure to each of the Parties all of the respective properties,  rights, titles,
interests,  estates and privileges intended to be assigned, delivered or inuring
to the  benefit  of each of the  Parties  in  consummation  of the  transactions
contemplated hereby.

             ARTICLE 7. -- CONDITIONS TO OBLIGATIONS OF THE PARTIES

         7.1.   CONDITIONS   PRECEDENT  TO  THE  OBLIGATIONS  OF  SELLERS.   The
obligations  of Sellers to  consummate  the  transactions  contemplated  by this
Agreement will be subject to the fulfillment or waiver by a Required  Consent on
or prior to the Closing of each of the following conditions:

                  (a)  Each  and  every  representation  of  Buyers  under  this
         Agreement will be true and accurate in all material  respects  (without
         giving  effect to any  language  therein  that  limits  the scope of or
         otherwise  qualifies any such  representation  or warranty based on any
         standard of  materiality  or any  similar  concept) as of the date when
         made and will be deemed  to have been made  again at and as of the time
         of the  Closing  and will at and as of such time of the Closing be true
         and accurate in all material  respects  (without  giving  effect to any
         language  therein that limits the scope of or otherwise  qualifies  any
         such representation or warranty based on any standard of materiality or
         any similar concept) except as to changes specifically  contemplated by
         this  Agreement,  and Sellers will have  received a  certificate  of an
         executive officer of Buyers to the foregoing effect.

                  (b) Buyers will have  performed  and  complied in all material
         respects  with  each  and  every  covenant,  agreement,  and  condition
         required by this  Agreement to be performed or complied  with by Buyers
         prior  to  or  at  the  Closing,  and  Sellers  will  have  received  a
         certificate of an executive officer of Buyers to the foregoing effect.

                  (c) No  Proceeding  will,  on the Closing  Date, be pending or
         threatened   before  any  Governmental   Entity  seeking  to  restrain,
         prohibit,  or obtain Damages in connection with the consummation of the
         transactions contemplated by this Agreement.

                                       18
<PAGE>

                  (d)  All  consents  and  approvals  necessary  to  permit  the
         consummation  of the  transactions  contemplated by this Agreement will
         have been  obtained,  and, with respect to any  applicable  consents of
         Governmental  Entities, no stay or appeal will have been entered and be
         pending.

         7.2. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYERS. The obligations
of Buyers to consummate the transactions  contemplated by this Agreement will be
subject to the  fulfillment  or waiver on or prior to the Closing of each of the
following conditions:

                  (a) Each and every  representation  of each Seller Party under
         this  Agreement  will be true and  accurate  in all  material  respects
         (without giving effect to any language therein that limits the scope of
         or otherwise qualifies any such representation or warranty based on any
         standard of  materiality  or any  similar  concept) as of the date when
         made and will be deemed  to have been made  again at and as of the time
         of the  Closing  and will at and as of such time of the Closing be true
         and accurate in all material  respects  (without  giving  effect to any
         language  therein that limits the scope of or otherwise  qualifies  any
         such representation or warranty based on any standard of materiality or
         any similar concept) except as to changes specifically  contemplated by
         this Agreement,  and Buyers will have received a certificate  from each
         Seller Party to the foregoing effect.

                  (b) Seller  Parties  will have  performed  and complied in all
         material respects with each and every covenant, agreement and condition
         required by this  Agreement to be performed or complied  with by Seller
         Parties  prior to or at the  Closing,  and Buyers will have  received a
         certificate from each Seller Party to the foregoing effect.

                  (c) No  Proceeding  will,  on the Closing  Date, be pending or
         threatened   before  any  Governmental   Entity  seeking  to  restrain,
         prohibit,  or obtain Damages in connection with the consummation of the
         transactions contemplated by this Agreement.

                  (d) With respect to each Seller  Party,  Buyers will have also
         received  a  certificate  executed  by an  authorized  officer or other
         representative  of such Seller Party  certifying  as to (i) such Seller
         Party's  organizational   documents,  (ii)  such  Seller  Party's  good
         standing,  (iii) the  resolutions  in which the board of  directors  or
         other  managing body of such Seller Party  approving  the  transactions
         contemplated  hereby,  and (iv) the  incumbency  and  authority of such
         Seller  Party's  officers  or other  representatives  who  execute  any
         documents  on  behalf  of the  Seller  Party in  connection  with  this
         Agreement.

                  (e) Buyers shall be fully satisfied with all matters  reviewed
         in connection with their due diligence in accordance with SECTION 6.3.

                  (f)  All  consents  and  approvals  necessary  to  permit  the
         consummation  of the  transactions  contemplated by this Agreement will
         have been  obtained,  and, with respect to any  applicable  consents of
         Governmental  Entities, no stay or appeal will have been entered and be
         pending.

                                       19
<PAGE>

                           ARTICLE 8. -- TERMINATION

         8.1. TERMINATION. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to Closing:

                  (a) by mutual written consent of Sellers and Buyers;

                  (b) by either Sellers or Buyers if any governmental  authority
         shall have issued any injunction or taken any other action  permanently
         restraining, enjoining or otherwise prohibiting the consummation of the
         transactions  contemplated  hereby and such  injunction or other action
         shall have become final and nonappealable;

                  (c) by either of  Sellers or Buyers if the  Closing  shall not
         have occurred by July 19, 2006,  provided,  however,  that the right to
         terminate  this  Agreement  under  this  Section  8.1(c)  shall  not be
         available to any party whose breach of any  representation  or warranty
         or failure to fulfill any  covenant or agreement  under this  Agreement
         has been the cause of or  resulted  in the  failure  of the  Closing to
         occur on or before such date;

                  (d) by Buyers if (i)  Sellers  shall have  failed to comply in
         any material respect with any of the covenants or agreements  contained
         in this  Agreement  to be complied  with or  performed by Sellers at or
         prior to such date of termination;  (ii) any representation or warranty
         of  Sellers  contained  in  this  Agreement  shall  not be  true in all
         material respects when made or at the time of termination as if made on
         such  date  of  termination  (except  to the  extent  it  relates  to a
         particular  date);  or (iii) any  condition set forth in SECTION 7.2 is
         not satisfied or waived at or prior to Closing; or

                  (e) by Sellers if (i)  Buyers  shall have  failed to comply in
         any material respect with any of the covenants or agreements  contained
         in this  Agreement  to be complied  with or  performed  by Buyers at or
         prior to such date of termination;  (ii) any representation or warranty
         of Buyers contained in this Agreement shall not be true in all material
         respects  when made or on or at the time of  termination  as if made on
         such  date  of  termination  (except  to the  extent  it  relates  to a
         particular  date);  or (iii) any  condition set forth in SECTION 7.1 is
         not satisfied or waived at or prior to Closing.

         8.2. EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
this ARTICLE 8 this Agreement  will  forthwith  become null and void and have no
effect  without  any  liability  on the part of any  Party  or their  respective
Affiliates,  except  for the  provisions  of this  SECTION  8.2 and  such  other
portions of this Agreement as are necessary to the enforcement and  construction
of SECTION 8.2.  Nothing in this Agreement will,  however,  relieve any Party of
any liability for breach of this Agreement  occurring prior to such  termination
or for breach of any  provision of this  Agreement  that  specifically  survives
termination  hereunder.  Buyers will have all remedies  provided  herein and all
remedies at law or in equity in the event of a breach of this  Agreement  by any
Seller Party. The prevailing  party in any legal proceeding  brought under or to
enforce  the  provisions  of this  Agreement  will be  additionally  entitled to
recover  court  costs and  reasonable  attorneys'  fees from the  non-prevailing
party.


                                       20
<PAGE>

                   ARTICLE 9. - SURVIVAL AND INDEMNIFICATION

         9.1. SURVIVAL.  The representations and warranties contained in ARTICLE
4 and ARTICLE 5 of this Agreement,  and the covenants and other  agreements made
under this Agreement,  including,  without  limitation,  covenants in respect of
indemnification,  will survive the Closing  without  limitation  and will remain
fully enforceable in accordance with their terms.9.2. INDEMNIFICATION BY BUYERS.
Buyers will  protect,  defend,  indemnify  and hold  harmless  Sellers and their
respective  partners,  members,  managers,  stockholders,  officers,  directors,
employees,  Affiliates,  agents,  representatives,  successors  and assigns (the
"SELLER INDEMNIFIED PARTIES"), from and against any and all Damages sustained by
any  of the  Seller  Indemnified  Parties  as a  result  of  any  breach  of any
representation,  covenant, or agreement of Buyers contained in this Agreement or
in any of the  certificates,  instruments,  or  documents  delivered  by  Buyers
pursuant hereto.

         9.3.  INDEMNIFICATION  BY SELLER PARTIES.  Seller Parties will protect,
defend,  indemnify  and  hold  harmless  Buyers  and  their  members,  managers,
stockholders,    officers,    directors,    employees,    Affiliates,    agents,
representatives,  successors and assigns (the "BUYER INDEMNIFIED PARTIES"), from
and  against  any and all  Damages  sustained  by any of the  Buyer  Indemnified
Parties as a result of any breach of any representation,  covenant, or agreement
of any Seller Party contained in this Agreement,  or in any of the certificates,
instruments,  or documents delivered by any Seller Party pursuant hereto or as a
result of events with respect to either of the  Partnerships  or any Partnership
Interests which occurred prior to the Closing Date.

         9.4. LIMITATION ON INDEMNIFICATION.  Notwithstanding anything set forth
in this ARTICLE 9, each Limited Partner's  liability or obligation arising under
this  ARTICLE 9 shall be limited to the  remaining  amount  owing under the Note
payable to such Limited Partner at the time such liability or obligation arises,
and shall only be  enforced  by an offset  against  the amount  owing under such
Note;  such Limited  Partner  shall not have any personal  liability  under this
ARTICLE 9.

                          ARTICLE 10. -- MISCELLANEOUS

         10.1.  NOTICES.  Except as otherwise  expressly  provided  herein,  all
communications required or permitted under this Agreement will be in writing and
any  communication or delivery  hereunder will be deemed to have been duly given
and  received  when  actually  delivered  to the  address  of the  Parties to be
notified as set forth below and addressed as follows:

                                       21
<PAGE>

                  If to Seller Parties, as follows:

                           Priority Power Management I, L.L.C.
                           303 W. Wall Street, Suite 2300
                           Midland, Texas 79701
                           Attn:  John Norwood
                           Phone:  432-620-9100
                           Fax:  432-522-2107

                  If to Buyers:

                           Amen Properties, Inc.
                           303 West Wall, Suite 2300
                           Midland, Texas 79701
                           Attn:  Mr. John James
                           Phone:  (432) 684-3821
                           Fax:  (432) 685-3143

Provided,  however,  that any  notice  required  under  this  Agreement  will be
effective if given  verbally  within the time  provided,  so long as such verbal
notice is  followed  by written  notice  thereof in the manner  provided  herein
within 24 hours following the end of such time period. Any Party may, by written
notice so  delivered  to the other,  change the address to which  delivery  will
thereafter be made.

         10.2. WAIVER. Any of the terms, provisions, covenants, representations,
warranties  or  conditions  hereof  may be waived  only by a written  instrument
executed by the Party waiving compliance. Except as otherwise expressly provided
in this  Agreement,  the  failure  of any Party at any time or times to  require
performance of any provision  hereof will in no manner affect such Party's right
to enforce the same. No waiver by any Party of any  condition,  or of the breach
of any term, provision,  covenant,  representation or warranty contained in this
Agreement,  whether by conduct or otherwise, in any one or more instances,  will
be  deemed to be or  construed  as a further  or  continuing  waiver of any such
condition  or breach or a waiver of any other  condition or of the breach of any
other term, provision, covenant, representation or warranty.

         10.3.  BINDING  EFFECT;  ASSIGNMENT.  All  of  the  terms,  provisions,
covenants, obligations, indemnities, representations,  warranties and conditions
of this  Agreement  will be  enforceable  by the  Parties  and their  respective
successors  and  assigns.  The rights of each Party  under  this  Agreement  are
personal  to that  Party and may not be  assigned  or  transferred  to any other
party, firm, corporation or other entity, without the prior, express and written
consent of the other  Parties,  except that Buyers will have the right to assign
any of its rights and obligations  hereunder to one or more Affiliates of Buyers
without such consent.  Any attempt to assign this  Agreement in violation of the
foregoing  will be absolutely  void. The  non-assigning  Party may condition its
consent to assign this Agreement on the assigning  Party  providing  appropriate
guarantee of its assignee's performance.

         10.4. TAXES. Upon Closing, Sellers will be responsible for and will pay
all Taxes  attributable  to or arising  from the  ownership  of the  Partnership
Interests on or prior to the Effective  Date, and Buyers will be responsible for
and will  pay all  Taxes  attributable  to or  arising  from  the  ownership  or
operation of the Partnership Interests after the Effective Date. Any Party which
pays such Taxes for the other  Party will be  entitled  to prompt  reimbursement
upon  evidence  of such  payment.  Each  Party will be  responsible  for its own
federal income Taxes, if any, as may result from this transaction.

         10.5.  GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED,  CONSTRUED AND
ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,  WITHOUT  REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS.

                                       22
<PAGE>

         10.6.  ENTIRE  AGREEMENT AND  AMENDMENT.  This  Agreement  embodies the
entire  agreement  between the Parties  related to the subject matter hereof and
replaces and supersedes all prior  agreements,  arrangements and  understandings
related  to the  subject  matter  hereof,  whether  written  or  oral.  No other
statement, or promise made by any Party, or to any employee, officer or agent of
any Party,  which is not contained in this  Agreement or in a written  agreement
signed  by  the  Parties  will  be  binding  or  valid.  This  Agreement  may be
supplemented,  altered,  amended, modified or revoked by writing only, signed by
the Parties hereto.  The headings herein are for convenience  only and will have
no significance in the  interpretation  hereof.  The Parties stipulate and agree
that this Agreement will be deemed and considered for all purposes,  as prepared
through the joint efforts of the Parties,  and will not be construed against one
party or the other as a result of the  preparation,  submittal or other event of
negotiation,  drafting or execution  thereof.  It is understood  and agreed that
there  will be no  third-party  beneficiary  of this  Agreement,  and  that  the
provisions hereof do not impart  enforceable rights in anyone who is not a party
or a successor or assignee of a party hereto.

         10.7. EXHIBITS.  All Exhibits and Schedules attached to this Agreement,
and the terms of those  Exhibits  and  Schedules  which are  referred to in this
Agreement, are made a part hereof and incorporated herein by reference.

         10.8.  DELIVERY OF FILES AFTER CLOSING.  Any files and records relating
to the  Partnerships  or the  Properties  will be provided by Seller  Parties to
Buyers as soon as reasonably possible after the Closing Date at a location to be
specified by Buyers.  Any  transportation,  postage,  or delivery costs from any
Seller Parties' offices will be at Buyers' sole cost, risk and expense.

         10.9.  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts, and each and every counterpart will be deemed for all purposes one
agreement.  Faxed  signatures  shall be deemed  effective  and  binding  for all
purposes.

         10.10.  CONSENT  TO  TRANSFERS  OF  PARTNERSHIP  INTERESTS.  The Seller
Parties  consent to, and waive any and all rights to  acquire,  notices or other
restrictions on transfer  relating to, the transfer of partnership  interests in
the  Partnerships  by other  partners  of each of the  Partnerships  to  Buyers,
whether set forth in the Organizational Documents or otherwise.

         10.11. SPECIFIC  PERFORMANCE.  The Parties hereby acknowledge and agree
that the  failure  of any party to this  Agreement  to perform  its  obligations
hereunder in accordance  with their specific  terms or to otherwise  comply with
such obligations,  including its failure to take all actions as are necessary on
its part of the consummation of the transaction  contemplated hereby, will cause
irreparable  injury to the other Parties to this  Agreement  for which  damages,
even if  available,  will not be an adequate  remedy.  Accordingly,  each of the
Parties hereto hereby consents to the issuance of injunctive relief by any court
of competent  jurisdiction  to compel  performance  of any Party's  obligations,
including an  injunction  to prevent  breaches,  and to the granting by any such
court of the remedy of specific performance of the terms and conditions hereof.


                                       23
<PAGE>

         10.12.  ACTIONS BY SELLERS.  Any action or decision to be taken or made
by  Sellers  in this  Agreement  shall be taken or made upon the  approval  of a
Required  Consent,  and upon such  approval  such  action or  decision  shall be
binding upon all of the Sellers.

                [Remainder of this Page Intentionally Left Blank]






                                       24
<PAGE>





         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                   BUYERS:

                                   AMEN PROPERTIES, INC.


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

                                   NEMA PROPERTIES LLC


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


                       [Additional Signature Pages Follow]



<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                  PARTNERSHIPS:

                                   PRIORITY POWER MANAGEMENT, LTD.

                                   By:  Priority Power Management I, L.L.C.,
                                            its general partner


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

                                   PPM DALLAS, LTD.

                                   By:  Priority Power Management Dallas, LLC,
                                            its general partner


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








<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                   GENERAL PARTNERS:

                                   PRIORITY POWER MANAGEMENT I, L.L.C.


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

                                   PRIORITY POWER MANAGEMENT DALLAS, LLC


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






<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                    LIMITED PARTNER:

                                    ANTHEM OIL AND GAS, INC.


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                  LIMITED PARTNER:

                                  ---------------------------------------------
                                  PADRAIG ENNIS




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                BTA OIL PRODUCERS


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                ENERQUEST OIL & GAS, LTD.

                                By:  EnerQuest Property Management, LLC,
                                         its general partner


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                  LIMITED PARTNER:

                                  TCTB II, LTD.

                                  By:                                     ,
                                       -----------------------------------
                                           its general partner


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                PETROLINK ENERGY ADVISORS, INC.


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                CLAYTON WILLIAMS ENERGY, INC.


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                ENDEAVOR ENERGY RESOURCES, LP

                                By:                                       ,
                                     -------------------------------------
                                         its general partner


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                J.  CLEO  THOMPSON  & JAMES
                                CLEO THOMPSON, JR., L.P.

                                By:                                     ,
                                     -----------------------------------
                                         its general partner


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                MCGRAW BROTHERS INVESTMENTS


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                MORIAH INVESTMENT PARTNERS


                                By:                                         ,
                                     ---------------------------------------
                                         its general partner


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






<PAGE>



                  IN WITNESS WHEREOF,  the Parties have executed this Agreement,
or  caused   this   Agreement   to  be   executed   by  their  duly   authorized
representatives, all as of the day and year first above written.

                                LIMITED PARTNER:

                                OAKDALE VENTURES, LTD.

                                By:                                   ,
                                     ---------------------------------
                                         its general partner


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:

                                CLEAR FORK, INC.


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





<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                ----------------------------------------------
                                FROSTY GILLIAM, JR., Separate Property




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                 LIMITED PARTNER:

                                 CDW ENERGY INVESTMENT PARTNERS, LTD.

                                 By:                                        ,
                                      --------------------------------------
                                          its general partner


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




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                --------------------------------------------
                                ALLEN R. GEISELMAN




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                --------------------------------------------
                                STEVEN RAY WHITESIDE




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                --------------------------------------------
                                GREGORY P. MITCHELL




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                --------------------------------------------
                                WILLIAM H. MUNN II




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                --------------------------------------------
                                BRYAN L. MASON




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                -------------------------------------------
                                WILLIAM SCOTT LOUDERBACK




<PAGE>



         IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                LIMITED PARTNER:


                                --------------------------------------------
                                JOHN J. BICK








<PAGE>


                                  SCHEDULE 2.1

                LIST OF SELLERS AND ALLOCATION OF PURCHASE PRICE
<TABLE>
<CAPTION>

I. PPM Dallas                                                                                  Allocated
                                                        Partnership Interest                   Purchase
                                                     (Limited Partner Interest                 Price
NAMES                                               UNLESS OTHERWISE INDICATED)
-----                                               ---------------------------
                                                                                   -----------------------------------
                                                                                         CASH              NOTE
<S>                                                         <C>                      <C>              <C>
Priority Power Management Dallas, LLC                       1.00000% (GP)            $  1,169.72      $  7,556.48
John Bick                                                  34.65000%                   40,530.60       261,831.79
Priority Power Management, Ltd.                            64.35000%                   75,271.11(1)    486,259.04(1)
</TABLE>

(1)      To be paid directly to the holders of the PPM Interests and is included
         in the amounts reflected below.

<TABLE>
<CAPTION>

II. PPM                                                                                         Allocated
                                                       Partnership Interest                     Purchase
                                                     (Limited Partner Interest                  Price(1)
NAMES                                             UNLESS OTHERWISE INDICATED)
-----                                             ---------------------------
                                                                                         CASH              NOTE
<S>                                                         <C>                    <C>               <C>
Priority Power Management I, LLC                            1.32231% (GP)          $    6,060.29     $   39,150.44
Anthem Oil and Gas, Inc.                                   43.42784%                  199,029.66      1,285,751.93
Padraig Ennis                                               3.41316%                   15,642.50        101,052.15
BTA Oil Producers                                           3.30578%                   15,150.38          97,873.00
EnerQuest Oil & Gas, Ltd.                                   3.30578%                   15,150.38          97,873.00
TCTB II, Ltd.                                               3.30578%                   15,150.38          97,873.00
Petrolink Energy Advisors, Inc.                             3.30578%                   15,150.38          97,873.00
Clayton Williams Energy, Inc.                               3.30578%                   15,150.38          97,873.00
Endeavor Energy Resources, LP                               3.30578%                   15,150.38          97,873.00
J. Cleo Thompson & James Cleo                               3.30578%                   15,150.38          97,873.00
    Thompson, Jr., L.P.
McGraw Brothers Investments                                 1.65289%                    7,575.19          48,936.50
Moriah Investment Partners                                  1.65290%                    7,575.24          48,936.82
Oakdale Ventures, Ltd.                                      1.32231%                    6,060.14          39,149.12
Clear Fork, Inc.                                            1.98347%                    9,090.24          58,723.85
Frosty Gilliam, Jr., Separate Property                     14.15074%                   64,852.80        418,955.69
CDW Energy Investment Partners, Ltd.                        1.32231%                    6,060.14          39,149.12
Allen R. Geiselman                                          1.98347%                    9,090.24          58,723.85
Steven Ray Whiteside                                        1.32231%                    6,060.14          39,149.12
Gregory P. Mitchell                                         0.66116%                    3,030.10          19,574.72
William H. Munn II                                          0.66116%                    3,030.10          19,574.72
Bryan L. Mason                                              0.66116%                    3,030.10          19,574.72
William Scott Louderback                                    1.32231%                    6,060.14          39,149.12
</TABLE>


(1)      Includes a portion of the Purchase Price  allocated to PPM with respect
         to its PPM Dallas LP Interests and to be paid directly to these holders
         of PPM Interests.


<PAGE>



                                  SCHEDULE 4.1

                            ORGANIZATIONAL DOCUMENTS

1.       Certificate of Limited  Partnership of Priority Power Management,  Ltd.
         filed with the  Secretary of State of the State of Texas on January 26,
         2001.

2.       Limited Partnership Agreement of Priority Power Management,  Ltd. dated
         January 29, 2001.

3.       Certificate of Limited  Partnership of PPM Dallas,  Ltd. filed with the
         Secretary of State of the State of Texas on September 23, 2003.

4.       Limited  Partnership  Agreement of PPM Dallas,  Ltd. dated September 5,
         2003.



<PAGE>



                                  SCHEDULE 4.8

                                SUBSEQUENT EVENTS

None.





<PAGE>



                                  SCHEDULE 4.9

                                   LIABILITIES

None.




<PAGE>




                                  SCHEDULE 4.10

                                    INSURANCE
<TABLE>
<CAPTION>

-------------------------------- --------------------------- ------------------
            CARRIER                    INSURANCE TYPE          POLICY NUMBER
-------------------------------- --------------------------- ------------------
<S>                               <C>                                    <C>
Guardian                                   Health            Group ID 00 385573



American   Hallmark  Ins.  Co.,  Commercial Gen. Liability    44-CL-404692-04
aka Clarendon National Ins. Co.






American   Hallmark  Ins.  Co.,     Automobile Liability      44-CL-404692-04
aka Clarendon National Ins. Co.

American   Hallmark  Ins.  Co.,       Excess Liability        44-CU-402164-04
aka Clarendon National Ins. Co.

Hartford, aka Twin City Fire           Workers Comp.            46WECPK6096
Insurance Company

-------------------------------- --------------------------- ------------------
<CAPTION>


------------ ------------ ------------------------------------------ --------------------------------
 EFF. DATE    EXP. DATE              LIMITS OF LIABILITY                         INSURED
------------ ------------ ------------------------------------------ --------------------------------
<S>           <C>            <C>                      <C>            <C>
     Month to Month                                    Unlimited                Pat Ennis
                                                                              Gayla Wigley
                                                                              Brooke Martin

 9/21/2005    9/21/2006       Cash Occurrence       $1,000,000.00    Priority Power Management, LLC
                             Damaged to Rented
                          Premises each occurrence     $50,000.00                  " "
                          Med Exp (any one person)       excluded                  " "
                           Personal & Adv Injury    $1,000,000.00                  " "
                             General Aggregate      $2,000,000.00                  " "
                            Products-Comp/OP Agg         Included                  " "

 9/21/2005    9/21/2006    Combined Single Limit    $1,000,000.00    Priority Power Management, LLC


 9/21/2005    9/21/2006       Each Occurrence       $1,000,000.00    Priority Power Management, LLC


12/19/2005   12/19/2006        Each Accident        $1,000,000.00    Priority Power Management, LLC
                          Disease - each employee   $1,000,000.00                  " "
                           Disease - Policy Limit   $1,000,000.00                  " "
------------ ------------ ------------------------- ---------------- --------------------------------

</TABLE>


<PAGE>


                                  SCHEDULE 4.21

                         CERTAIN BUSINESS RELATIONSHIPS


         Aggregation and Consulting Services Agreements between the Partnerships
and the following Sellers and/or their Affiliates, as amended:

1. J. Cleo Thompson

2. Endeavor Energy Resources LP

3. Aghorn Operating Inc.

4. ClayDesta Buildings LP

5. Southwest Royalties, Inc.

6. BTA Oil Producers

7. Brothers Production Company

8. Clear Fork, Inc.

9. CrownQuest, LLC



<PAGE>



                                  SCHEDULE 6.7

                                  KEY EMPLOYEES


John J. Bick
Padraig Ennis




<PAGE>



                                                                       Exhibit A


                                    EXHIBIT A

                             FORM OF PROMISSORY NOTE

$_______________                PROMISSORY NOTE                __________, 2006
                                ---------------

         FOR VALUE RECEIVED,  the undersigned,  Amen  Properties,  Inc. and NEMA
Properties,  LLC (hereinafter  called "MAKERS"),  promise to pay to the order of
__________________________________    _______________________   ("PAYEE"),   the
principal   sum  of   __________________________________   and  __/100   Dollars
($______________) in coin or currency of the United States of America,  together
with  interest  thereon from and after the date hereof until paid in full at the
rate of 7.75% per annum,  but in no event shall the interest  exceed the maximum
amount of  nonusurious  interest  allowed  from time to time by  applicable  law
("HIGHEST LAWFUL RATE").

         The  outstanding  principal  and  accrued  and unpaid  interest of this
Promissory Note (this "NOTE") is due and payable in equal quarterly installments
of principal  and  interest,  beginning  the last day of the first full calendar
quarter following closing under that certain Securities Purchase Agreement among
Makers,  as buyers,  and Payee and others,  as sellers,  dated May 18, 2006 (the
"PURCHASE  AGREEMENT"),  and continuing on the last day of each calendar quarter
thereafter  until  December  31, 2013,  the maturity  date of this Note when all
remaining  principal and accrued and unpaid  interest of this Note will be fully
due and  payable.  No  payment  shall  be past  due and no  default  will  occur
hereunder if such payment is made within ten (10) days of the due date.

         This Note is given pursuant and subject to the Purchase Agreement. This
Note is one of a number of promissory  notes given under the Purchase  Agreement
(the "RELATED  NOTES"),  and the amount of any payment made on this Note will be
in proportion  to the face amount of this Note  compared to the  aggregate  face
amount of this Note and all the Related  Notes.  No payment will be made on this
Note unless  contemporaneous  payments are made on all of the Related Notes, and
no payments will be made on the Related Notes unless a  contemporaneous  payment
is made on this Note.

         Makers may prepay all or any portion of the remaining principal balance
or accrued interest at any time, and from time to time,  without penalty or fee.
Any prepayment  hereunder shall be applied first to accrued and unpaid interest,
if any, owing on this Note and the balance to principal.

         All  agreements  between the Makers and Payee,  whether now existing or
hereafter  arising and whether written or oral, are hereby limited so that in no
contingency  shall the  interest  paid or agreed to be paid to Payee  exceed the
maximum  amount  permitted  under  applicable  law. If,  under any  circumstance
whatsoever,  interest would otherwise be payable to Payee at a rate in excess of
the Highest Lawful Rate, then the interest  payable to Payee shall be reduced to
the maximum amount permitted under applicable law, and if under any circumstance
whatsoever  Payee  shall ever  receive  anything  of value  deemed  interest  by
applicable law which would exceed  interest at the Highest Lawful Rate, then any
excessive  interest  paid  shall be applied to the  reduction  of the  principal
amount  hereunder and not to the payment of interest or if such excess  interest
exceeds the unpaid  principal  balance hereof,  such excess shall be refunded to
Makers.  All interest  paid or agreed to be paid to Payee  shall,  to the extent
permitted  by  applicable  law, be  amortized,  prorated,  allocated  and spread
throughout  the full period until  payment in full of the principal of this Note
so that the rate of interest hereon is uniform throughout the term hereof.  This
paragraph shall control all agreements between the undersigned and the Payee.

         THIS NOTE SHALL BE CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF TEXAS EXCEPT FOR CONFLICTS OF LAWS PRINCIPALS  WHICH WOULD RESULT IN THE LAWS
OF ANOTHER JURISDICTION TO APPLY.



                                       A-1
<PAGE>

         THIS NOTE  REPRESENTS THE FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY
NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

         IN WITNESS WHEREOF, each Maker has executed this Note as of the ___ day
of _________, 2006.

                                   AMEN PROPERTIES, INC.


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

                                   Address:

                                   303 W. Wall St., Suite 2300
                                   Midland, Texas 79701

                                   NEMA PROPERTIES, LLC


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

                                   Address:

                                   303 W. Wall St., Suite 2300
                                   Midland, Texas 79701


                                      A-2



<PAGE>



                                                                       Exhibit B


                                    EXHIBIT B


                   FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST

         ("ASSIGNOR"),  with  offices  at , for the  payment  of Ten and  No/100
Dollars ($10.00) and other valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged and subject to the terms and conditions hereof,
hereby   grants,   sells,   assigns,   transfers,   conveys   and   delivers  to
__________________________________  ("ASSIGNEE"),  with  offices at 303 W. Wall,
Suite 2300, Midland, Texas 79701, all of Assignor's right, title and interest in
and to the following:

         (a) partnership  interests in Priority Power Management,  Ltd., a Texas
limited partnership, owned of record or beneficially by Assignor, free and clear
of all Encumbrances; and

         (b)  partnership  interests  in  PPM  Dallas,  Ltd.,  a  Texas  limited
partnership,  owned of record or beneficially by Assignor, free and clear of all
Encumbrances.

         Assignor will, at any time and from time to time after the date hereof,
upon Assignee's request and for no further consideration,  execute, acknowledge,
and deliver or cause to be executed  and  delivered,  all further  documents  or
instruments  necessary to effect the transaction  embodied in this Assignment of
Partnership  Interest.  This  Assignment  of  Partnership  Interest  is executed
pursuant and subject to that certain Securities Purchase Agreement dated May 18,
2006 by and between Assignor and Assignee (the  "AGREEMENT").  Capitalized terms
used but not defined  herein  shall have the  meanings  assigned  thereto in the
Agreement.

         The  representations  and  warranties  set forth in the  Agreement  are
hereby incorporated herein by reference.

         This Assignment of Partnership  Interest is made with full substitution
and  subrogation  of Assignee,  its  successors  and  assigns,  to the rights of
Assignor  under,  in and to all  warranties  made by others with  respect to the
rights, titles and interests being conveyed hereunder.

         To have and to hold the  same  unto  Assignee  and its  successors  and
assigns forever.


                                      B-1
<PAGE>



         EXECUTED as of __________________________.



                                    ASSIGNOR:



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


                                    ASSIGNEE:




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


                                      B-2