EXHIBIT 10.1

                       RATIFICATION AND JOINDER AGREEMENT

         This  RATIFICATION AND JOINDER  AGREEMENT dated as of December 17, 2007
(this  "Agreement")  is made  between The Bank of New York Trust  Company,  N.A.
("BNY"), solely in its capacity as Trustee of Santa Fe Energy Trust (BNY, solely
in its capacity as trustee of Santa Fe Energy  Trust,  being  herein  called the
"Trustee";  and the Trustee,  in its  capacity as the seller of the  Properties,
being  sometimes  called herein  "Seller"),  Amen  Properties,  Inc., a Delaware
corporation  ("Original Buyer"), SFF Royalty,  LLC, a Delaware limited liability
company ("SFF  Royalty"),  SFF  Production,  LLC, a Delaware  limited  liability
company ("SFF Production") and XXXXX, an Oklahoma general partnership  ("XXXXX",
and collectively with SFF Royalty and SFF Production,  the "Additional Buyers").
The Original Buyer and the Additional Buyers are individually referred to herein
as a "Buyer" and  collectively as the "Buyers").  Capitalized  terms used herein
but not otherwise  defined  herein have the meanings  assigned such terms in the
Purchase Agreement (as such term is defined below).

         WHEREAS,  the Seller and the Original  Buyer  entered into that certain
Purchase  and Sale  Agreement  dated  November  8, 2007  ("Purchase  Agreement")
whereby Seller has agreed to sell the Properties to Original Buyer;

         WHEREAS,  Original Buyer desires to assign to XXXXX fifty percent (50%)
of Original  Buyer's  undivided  right,  title and  interest  under the Purchase
Agreement to acquire the Properties, insofar as such Properties are derived from
Subject  Assets  that  constitute   royalty  or  overriding   royalty  leasehold
interests;

         WHEREAS,  in  accordance  with the terms of Section 40 of the  Purchase
Agreement,  Original  Buyer desires to assign to SFF Royalty fifty percent (50%)
of Original  Buyer's  undivided  right,  title and  interest  under the Purchase
Agreement to acquire the Properties, insofar as such Properties are derived from
Subject  Assets  that  constitute   royalty  or  overriding   royalty  leasehold
interests;

         WHEREAS,  in  accordance  with the terms of Section 40 of the  Purchase
Agreement,  Original  Buyer desires to assign to SFF  Production all of Original
Buyer's  undivided  right,  title and interest  under the Purchase  Agreement to
acquire the  Properties,  insofar as such  Properties  are derived  from Subject
Assets  that  constitute  fee  or  leashold  cost  bearing  interests   (working
interests);

         NOW, THEREFORE,  for good and valuable  consideration,  the undersigned
parties hereby agree as follows:

1. Ratification, Assumption and Joinder.
   -------------------------------------

         (a) Each of the Additional Buyers hereby ratifies,  assumes, and hereby
agrees to perform  and  observe,  each and every one of the  covenants,  rights,
promises, agreements, terms, conditions,  obligations,  appointments, duties and
liabilities  of "Buyer"  under the Purchase  Agreement.  Each of the  Additional

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Buyers hereby agrees to be bound by the provisions of the Purchase  Agreement as
if each Additional Buyer had been an original party to the Purchase Agreement.

         (b)  Each  of the  Buyers  hereby  agrees  and  acknowledges  that  the
provisions  of this  Agreement  and the addition  and joinder of the  Additional
Buyers to the Purchase  Agreement  pursuant to this Agreement is being agreed to
solely as an accommodation  to the Buyers,  and is not intended to and shall not
expand or increase in any way any  obligation  or  liability of Seller under the
Purchase  Agreement  or  relating  in any way to the  transactions  contemplated
thereby.

         (c) Each of the Buyers hereby further agrees and acknowledges  that any
obligation or liability of Seller under the Purchase Agreement shall be strictly
limited to the  obligation or liability or amount thereof for which Seller would
have been responsible or liable in the absence of this Agreement.

         (d) Subject  Section  1(e) below,  the  Original  Buyer and each of the
Additional  Buyers hereby jointly and severally agree to indemnify  defend,  and
hold  harmless the Seller from and against any and all claims by any one or more
of the  Buyers  for any  damages  or other  amount or claim of any nature to the
extent  that any such  claim or  claims  result  in a  potential  obligation  or
liability of Seller in excess of the  obligation or liability or amount  thereof
for which  Seller would have been  responsible  or liable in the absence of this
Agreement.

         (e) Notwithstanding  anything to the contrary herein or in the Purchase
Agreement,  XXXXX shall not have any obligations or liabilities under Section 23
of the Purchase  Agreement to the extent such  obligations or liabilities  arise
out of or are  attributable  to the  ownership or  operation  of any  Properties
conveyed at Closing by Seller to SFF Production.

2. Relationship, Obligations and Claims of Buyers.
   -----------------------------------------------

         (a) All references to the term "Buyer" in the Purchase  Agreement or in
any other document or instrument  executed and delivered or furnished,  or to be
executed and delivered or furnished,  in connection therewith shall be deemed to
be a  reference  to,  and  shall  include,  each of the  Original  Buyer and the
Additional Buyers.

         (b) Each Buyer agrees and acknowledges  that it is and shall be jointly
and severally liable for all obligations of "Buyer" under the Purchase Agreement
and any agreement,  document, certificate or other instrument delivered pursuant
hereto or thereto.

         (c) Any claim for indemnity under the Purchase Agreement by SFF Royalty
or SFF Production may be brought and administered  only by the Original Buyer on
behalf of all Buyers.  Except for claims  brought and  administered  through the
Original Buyer, no Additional  Buyer shall have any right to initiate,  bring or
pursue any claim for indemnity under the Purchase Agreement or to make any other
claim against Seller,  and each Additional  Buyer hereby releases and waives any
such right.


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3. Representations and Warranties.
   -------------------------------

         (a) Original Buyer hereby represents and warrants to Seller as follows:

              (i) After giving effect to this Agreement, the representations and
warranties  set forth in the  Purchase  Agreement  with respect to the Buyer are
true  and  correct  in all  material  respects  on and as of the  date  of  this
Agreement  (except  to the  extent  that  such  representations  and  warranties
expressly  relate to an earlier  date) with the same effect as if made on and as
of the date hereof.

         (b) XXXXX hereby represents and warrants to Seller as follows:

              (i) XXXXX (i) is a general  partnership validly existing under the
Laws of the State of Oklahoma; (ii) is, or as of the Closing Date shall be, duly
qualified as of the Closing Date to carry on its business in the states in which
the  Properties  are located to the extent  that any failure to be so  qualified
could  have any  adverse  effect on Seller or impose  any cost or  liability  on
Seller,  and (iii) has full power and  authority  to enter into and perform this
Agreement  (and all documents  required to be executed and delivered by XXXXX at
Closing) and to consummate the transactions  contemplated by this Agreement (and
such documents).

              (ii) XXXXX's execution, delivery and performance of this Agreement
(and all  documents  required  to be  executed  by XXXXX  at  Closing),  and the
consummation of the transactions contemplated hereby and thereby, have been duly
and validly  authorized by all necessary general  partnership action on the part
of XXXXX.

              (iii) After giving effect to this Agreement,  the  representations
and warranties set forth in the Purchase Agreement with respect to the Buyer are
true  and  correct  in all  material  respects  on and as of the  date  of  this
Agreement  (except  to the  extent  that  such  representations  and  warranties
expressly  relate to an earlier  date) with the same effect as if made on and as
of the date hereof.

         (c) SFF Royalty hereby represents and warrants to Seller as follows:

              (i) SFF Royalty (i) is a duly organized  limited liability company
validly  existing and in good standing  under the Laws of the State of Delaware;
(ii) is, or as of the Closing  Date shall be, duly  qualified  as of the Closing
Date to carry on its business in the states in which the  Properties are located
to the extent that any failure to be so qualified  could have any adverse effect
on Seller or impose any cost or  liability  on Seller,  and (iii) has full power
and  authority  to enter into and  perform  this  Agreement  (and all  documents
required  to be  executed  and  delivered  by SFF  Royalty  at  Closing)  and to
consummate the transactions contemplated by this Agreement (and such documents).

              (ii) SFF Royalty's  execution,  delivery and  performance  of this
Agreement (and all documents required to be executed by SFF Royalty at Closing),
and the consummation of the transactions  contemplated hereby and thereby,  have
been duly and validly  authorized by all  necessary  limited  liability  company
action on the part of SFF Royalty.

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              (iii) After giving effect to this Agreement,  the  representations
and warranties set forth in the Purchase Agreement with respect to the Buyer are
true  and  correct  in all  material  respects  on and as of the  date  of  this
Agreement  (except  to the  extent  that  such  representations  and  warranties
expressly  relate to an earlier  date) with the same effect as if made on and as
of the date hereof.

         (d) SFF Production hereby represents and warrants to Seller as follows:

              (i)  SFF  Production  (i) is a duly  organized  limited  liability
company  validly  existing and in good  standing  under the Laws of the State of
Delaware;  (ii) is, or as of the Closing Date shall be, duly qualified as of the
Closing Date to carry on its business in the states in which the  Properties are
located to the extent that any failure to be so qualified could have any adverse
effect on Seller or impose any cost or liability  on Seller,  and (iii) has full
power and authority to enter into and perform this  Agreement (and all documents
required to be executed  and  delivered  by SFF  Production  at Closing)  and to
consummate the transactions contemplated by this Agreement (and such documents).

              (ii) SFF Production's execution,  delivery and performance of this
Agreement  (and all  documents  required  to be executed  by SFF  Production  at
Closing),  and the  consummation  of the  transactions  contemplated  hereby and
thereby,  have  been  duly  and  validly  authorized  by all  necessary  limited
liability company action on the part of SFF Production.

              (iii) After giving effect to this Agreement,  the  representations
and warranties set forth in the Purchase Agreement with respect to the Buyer are
true  and  correct  in all  material  respects  on and as of the  date  of  this
Agreement  (except  to the  extent  that  such  representations  and  warranties
expressly  relate to an earlier  date) with the same effect as if made on and as
of the date hereof.

4. Notices.

         (a) All notices for SFF  Production  and SFF Royalty shall be delivered
to the  address of Original  Buyer as  specified  in Section 31 of the  Purchase
Agreement.

         (b) The address for notices under Section 31 of Purchase  Agreement for
XXXXX shall be as follows:

                  XXXXX
                  XXXXX
                  XXXXX
                  XXXXX
                  Attention:     XXXXX
                  Telecopy:      XXXXX

5.  Governing  Law.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Texas and the  applicable  laws of the
United States of America.

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6. Miscellaneous. This Agreement shall be binding on the Parties and shall inure
to the benefit of their respective successors and assigns. This Agreement may be
executed in counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute one and the same agreement.

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                     Signature Pages to Immediately Follow]































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         IN WITNESS  WHEREOF,  the undersigned have duly executed this Agreement
as of the day and year first above written.

                                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A., solely in its capacity as Trustee
                                        of Santa Fe Energy Trust



                                        By:
                                            ------------------------------------
                                        Name:  Mike Ulrich
                                        Title:  Vice President














             [Signature Page to Ratification and Joinder Agreement]


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                                        AMEN PROPERTIES, INC.



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


                                        SFF ROYALTY, LLC



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


                                        SFF PRODUCTION, LLC



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


             [Signature Page to Ratification and Joinder Agreement]


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                                         XXXXX, an Oklahoma general partnership



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






















             [Signature Page to Ratification and Joinder Agreement]