EXHIBIT 10.2

                               FIRST AMENDMENT TO

                           PURCHASE AND SALE AGREEMENT

         THIS FIRST  AMENDMENT  TO  PURCHASE  AND SALE  AGREEMENT  (this  "First
Amendment"),  is entered into on December  17,  2007,  by and among Devon Energy
Production Company, L.P., an Oklahoma limited partnership  (hereinafter referred
to as  "Devon"),  Amen  Properties,  Inc., a Delaware  corporation  (hereinafter
referred  to as  "Amen"),  SFF  Production,  LLC, a Delaware  limited  liability
company  ("SFF  Production"),  SFF Royalty,  LLC, a Delaware  limited  liability
company ("SFF Royalty"),  and XXXXX, an Oklahoma general  partnership  ("XXXXX")
(Amen,  SFF  Production,  SFF Royalty and XXXXX being  collectively  referred to
hereinafter  as  the  "Amen  Companies"),  effective  as of the  Effective  Time
(hereinafter  defined).  Devon and the Amen Companies are sometimes  referred to
herein individually as a "Party" and collectively as the "Parties".  Capitalized
terms not defined  herein  shall have the meaning  ascribed to such terms in the
Purchase Agreement (hereinafter defined).

                               PRELIMINARY MATTERS

         WHEREAS,  Devon and Amen are parties to that certain  Purchase and Sale
Agreement (the "Purchase Agreement"), dated November 8, 2007, but made effective
as of 7:00 A.M.  local time,  said time to be  determined  for each  locality in
which the Properties are located in accordance with the time generally  observed
in said locality on October 1, 2007 (the Effective Time"); and

         WHEREAS,  Devon  and  the  Amen  Companies  desire  that  each  of  SFF
Production,  SFF Royalty and XXXXX be made a party to the Purchase Agreement and
further desire that certain other amendments be made to the Purchase Agreement;

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein and other good and valuable  consideration in hand, the receipt
and  sufficiency  of which are hereby  acknowledged,  Devon and each of the Amen
Companies hereby agree as follows:

1. The  introductory  paragraph of the Purchase  Agreement is hereby deleted and
replaced in its entirety with the following new introductory paragraph:

                  This PURCHASE AND SALE AGREEMENT, dated as of November 8, 2007
                  ("Agreement"), is among Devon Energy Production Company, L.P.,
                  an Oklahoma limited  partnership  (hereinafter  referred to as
                  "Seller"),  Amen  Properties,  Inc.,  a  Delaware  corporation
                  ("Amen"),  SFF Production,  LLC, a Delaware limited  liability
                  company  ("SFF  Production"),  SFF  Royalty,  LLC,  a Delaware
                  limited  liability  company  ("SFF  Royalty"),  and XXXXX,  an
                  Oklahoma general  partnership  ("XXXXX").  Hereinafter in this
                  Agreement,  any  reference to "Buyer"  shall be a reference to
                  Amen, SFF Production,  SFF Royalty and XXXXX, to each of them,
                  individually,  and to all of them,  collectively.  Seller  and
                  Buyer are sometimes  referred to collectively as the "Parties"
                  and individually as a "Party."

2. The penultimate sentence of Section 29(a) of the Purchase Agreement, which is
set forth below, is hereby deleted:

                  Any post-adjusted Sale Price pursuant to this Section 29 shall
                  bear  interest from the Closing Date to the date of payment at
                  the Agreed Interest Rate.



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3. The  following  new  paragraph  is hereby added to Section 22 of the Purchase
Agreement:

                  Notwithstanding anything to the contrary in this Section 22 or
                  in this  Agreement,  XXXXX shall not have any  obligations  or
                  liabilities  under this Section 22 or under this  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.

4. The last  sentence  of  Section  29(c) of the  Purchase  Agreement  is hereby
deleted and replaced in its entirety with the following:

                  Should  Seller or its  Affiliates  receive  after  Closing any
                  proceeds  to which  Buyer is  entitled  under the  immediately
                  foregoing sentence,  Seller shall fully disclose,  account for
                  and  promptly,  but in no event  later than  February 1, 2008,
                  remit the same to Buyer.

5. This First  Amendment shall be binding upon and shall inure to the benefit of
the Parties and their respective successors and permitted assigns.

6. This First Amendment may not be altered or amended,  nor any rights hereunder
waived, except by an instrument, in writing, executed by the Party to be charged
with such  amendment  or  waiver.  No waiver of any  other  term,  provision  or
condition of this First Amendment, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing  waiver of any such term,  other
provision or condition or as a waiver of any other term,  provision or condition
of this First Amendment.  The Purchase Agreement and this First Amendment embody
the entire  agreement of the Parties,  and  supersede all prior  agreements  and
understandings of the Parties, with respect to the subject matter hereof.

7. If any provision of this First Amendment is invalid,  illegal or incapable of
being enforced,  all other provisions of this First Amendment shall nevertheless
remain in full force and effect,  so long as the economic or legal  substance of
the  transactions  contemplated  hereby is not affected in a materially  adverse
manner with respect to either Party.

8. This First Amendment may be separately executed in any number of counterparts
and by different parties hereto in separate counterparts,  each of which when so
executed shall be deemed to constitute one and the same agreement.

9. All  references  in any  document,  instrument,  agreement  or writing to the
Purchase  Agreement  shall  hereafter be deemed to be references to the Purchase
Agreement as amended by this First Amendment.

10.  This First  Amendment  shall be governed by the Laws of the State of Texas,
without  regard to  principles  of  conflicts  of laws  that  would  direct  the
application of the Laws of another jurisdiction.

     [Remainder of Page Intentionally Left Blank. Signature Page to Follow]




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         IN WITNESS WHEREOF, this First Amendment has been signed by each of the
Parties as of the date first above written.

                                  DEVON
                                  -----

                                  DEVON ENERGY PRODUCTION COMPANY, L.P.



                                  By:
                                      ------------------------------------------
                                  Name:   Kevin B. Harwi
                                  Title:  Manager, Acquisitions and Divestitures


                                  AMEN COMPANIES
                                  --------------

                                  AMEN PROPERTIES, INC.



                                  By:
                                      ------------------------------------------
                                  Name:   Jon M. Morgan
                                  Title:  President

                                  SFF PRODUCTION, LLC



                                  By:
                                      ------------------------------------------
                                  Name:   Jon M. Morgan
                                  Title:  President

                                  SFF ROYALTY, LLC



                                  By:
                                      ------------------------------------------
                                  Name:   Jon M. Morgan
                                  Title:  President

                                  XXXXX, an Oklahoma general partnership



                                  By:
                                      ------------------------------------------
                                  Name:
                                  Title:  Attorney-in-Fact