Exhibit 10.11

                                      ASSET

                           PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                        DARK HORSE OPERATING CO., L.L.C.,
                                   as Seller,

                                       and

                              TOPAZ RESOURCES, INC.
                                    as Buyer

                                 April 12, 2011

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                                Table Of Contents

                                                                            Page
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ARTICLE I. DEFINITIONS AND INTERPRETATION ..................................   2
   1.1  Defined Terms ......................................................   2
   1.2  References .........................................................   2
   1.3  Articles and Sections ..............................................   2
   1.4  Number and Gender ..................................................   2

ARTICLE II. PURCHASE AND SALE ..............................................   3
   2.1  Purchase and Sale ..................................................   3
   2.2  Closing ............................................................   3

ARTICLE III. Consideration; Assumption of Liabilities                          3
   3.1  Considerations .....................................................   3
   3.2  Cash Consideration Payment .........................................   4
   3.3  Delivery and Facilitation of Stock Consideration ...................   4
   3.4  Cancellation of Notes; Assumption of Well Expenses .................   5
   3.5  Assumption of Obligations ..........................................   5
   3.6  Retained Liabilities ...............................................   6
   3.7  Possession; Risk of Loss ...........................................   6
   3.8  Allocation of Considerations .......................................   7

ARTICLE IV. REPRESENTATIONS AND WARRANTIES .................................   7
   4.1  Representations and Warranties of DHOPCO ...........................   7
   4.2  Representations and Warranties of Buyer ............................   9
   4.3  Disclaimers ........................................................  10

ARTICLE V. ACCESS; DUE DILIGENCE ...........................................  10
   5.1  Access to Records; Title Due Diligence and Curative ................  10
   5.2  Operational and Environmental Assessment ...........................  11
   5.3  Environmental Conditions ...........................................  11
   5.4  Matters Relating to Title ..........................................  12

ARTICLE VI. OTHER MATTERS PRIOR TO AND FOLLOWING CLOSING ...................  12
   6.1  Additional Leases ..................................................  12
   6.2  Publicity ..........................................................  12
   6.3  Maintenance of Existence ...........................................  12
   6.4  Mutual Assurances ..................................................  13
   6.5  Publicity ..........................................................  13
   6.5  Notification of Certain Matters ....................................  13
   6.6  Designation as Operator ............................................  13
   6.7  Financial Matters ..................................................  13

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ARTICLE VII. CLOSING .......................................................  14
   7.1  Closing ............................................................  14
   7.2  Preliminary Settlement Statement ...................................  14
   7.3  Actions at Closing .................................................  14

ARTICLE VIII. SURVIVAL; INDEMNIFICATION ....................................  15
   8.1  Survival ...........................................................  15
   8.2  Indemnity as Sole Remedy ...........................................  15
   8.3  Indemnities of Buyer ...............................................  15
   8.4  Indemnities of Seller ..............................................  15
   8.5  Limitations on Indemnities .........................................  16
   8.6  Assertion of Claims; Notices; Defense; Settlement ..................  16
   8.7  Limitation on Damages ..............................................  17

ARTICLE IX. MISCELLANEOUS ..................................................  17
   9.1  Exhibits ...........................................................  17
   9.2  Expenses ...........................................................  18
   9.3  Proration of Taxes .................................................  18
   9.4  Assignment .........................................................  18
   9.5  Notices ............................................................  18
   9.6  Amendment ..........................................................  19
   9.7  Waiver; Rights Cumulative ..........................................  19
   9.8  GOVERNING LAW; CONSENT TO JURISDICTION .............................  19
   9.9  Severability .......................................................  20
   9.10 Arbitration ........................................................  20
   9.11 Counterparts .......................................................  21

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SCHEDULES

Schedule 1.1   -    Defined Terms

EXHIBITS
Exhibit A      -    Description of Lease and Well
Exhibit B      -    Form of Assignment, Bill of Sale and Conveyance

Exhibit C      -    Closing Note form
Exhibit D      -    Subscription, Issuance Resolution; Authorization Letter

Exhibit E      -    To-be-Cancelled Promissory Notes (description/listing)


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                        ASSET PURCHASE AND SALE AGREEMENT

     This ASSET PURCHASE AND SALE AGREEMENT  (hereinafter  the  "Agreement")  is
entered into by and between DARK HORSE  OPERATING CO.,  L.L.C.,  a Texas limited
liability  company  whose  address is P.O. Box 2184,  Denton,  Texas  76202-2184
(hereinafter referred to as "DHOPCO" or "SELLER"),  party of the first part, and
TOPAZ  RESOURCES,  INC., a Florida  corporation  whose  address is 1012 N. Masch
Branch Road,  Denton,  Texas 76207-3640  (hereinafter  referred to as "TOPAZ" or
"BUYER").

                                    RECITALS

     WHEREAS,  DHOPCO is the owner and holder of (and the lessee under the terms
of) that certain  written Oil, Gas and Mineral Lease (the  "Lease"),  dated July
15, 2005, with Browning  Children's  Management  Trust,  Wells Fargo Bank, N.A.,
Trustee,  as lessor  (herein the "Trust"),  a memorandum of which is recorded in
Volume 355, Page 507, Real Records of Montague  County,  Texas,  covering all of
the Trust's right,  title and interest in and to that certain  1,187.75 acres of
land, more or less, situated in Montague County,  Texas,  consisting of five (5)
non-communitized tracts and as more completely described in said Lease, with the
terms and conditions of said Lease being  incorporated  herein by this reference
as if set forth  verbatim (as  supplemented  by that certain  letter  agreement,
dated July 15, 2005, as executed by both DHOPCO and Trust); and

     WHEREAS,  DHOPCO and Trust have  executed  and  entered  into that  certain
written  First  Ratification  and  Amendment  of  Oil,  Gas and  Mineral  Lease,
dated/effective  July 15,  2005 (the  "First  Amendment"),  a written  notice of
which,  entitled  "Notice of First  Ratification  and  Amendment of Oil, Gas and
Mineral  Lease",  is recorded in Volume 453,  Page 783, Real Records of Montague
County,  Texas (the  "Notice"),  wherein said First Amendment the parties (among
other things) extended the primary term of the Lease and modified/added  certain
terms, as more expressly set forth therein; and

     WHEREAS,  DHOPCO and Trust have  executed  and  entered  into that  certain
written  Correction of First  Ratification and Amendment of Oil, Gas and Mineral
Lease, also dated/effective July 15, 2005 (the "Correction of First Amendment"),
a written notice of which,  entitled "Correction of Notice of First Ratification
and  Amendment  of Oil, Gas and Mineral  Lease" is recorded in Volume 475,  Page
473, Real Records of Montague County,  Texas (the "Corrected  Notice"),  wherein
the parties thereto modified and corrected the First Amendment and the Lease, as
more expressly set forth therein; and

     WHEREAS, DHOPCO has, at its own expense, heretofore commenced and concluded
the actual drilling (to a depth sufficient to test and produce the Barnett Shale
formation),  casing  and  logging  of that  certain  vertical  well known as the
Browning  #1 Well,  API  #42-337-34192,  Permit  #677196,  located  on Tract One
described  in and  covered  by the  Lease,  with the  working  interest  in said
Browning #1 Well (and Tract One of the Lease) having been heretofore conveyed of
record to a third party; and
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     WHEREAS,   DHOPCO,  as  a  prelude  to  the  closing  of  the  transactions
contemplated by this Agreement, using partial funding from TOPAZ supplied in the
form of borrowed monies (and promissory notes therefore) has drilled,  cased and
logged that certain Browning #2 vertical Barnett Shale well (API  #42-337-34339)
on Tract Three of the lands  covered by the Lease,  and has  otherwise  acted to
maintain the said Lease by virtue of continuous development; and

     WHEREAS,  TOPAZ is desirous of  purchasing  and  acquiring  from DHOPCO and
DHOPCO is desirous of selling and assigning  unto TOPAZ all of its right,  title
and  interest in and to the Lease and the  subject  Browning #2 Well (as defined
below),  pursuant to the terms and  conditions of this Agreement and in exchange
for and of certain cash and stock considerations cited herein (and as originally
contemplated by that certain written TOPAZ  memorandum to DHOPCO,  dated October
23, 2010, with this Agreement serving to formalize the transaction manifested in
said October 23, 2010 memorandum);

     NOW, THEREFORE, in consideration of the payment of Ten Dollars ($10.00) and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, DHOPCO and TOPAZ agree as follows:

                                   ARTICLE I.
                         DEFINITIONS AND INTERPRETATION

     1.1 DEFINED  TERMS.  In addition to the terms  defined in the  introductory
paragraph  and  the  Recitals  of  this  Agreement,  for  purposes  hereof,  the
capitalized  expressions  and  terms set forth in  Schedule  1.1 shall  have the
meanings set forth therein,  unless expressly indicated  otherwise.  Other terms
may be defined elsewhere in this Agreement and shall, for purposes hereof,  have
the meanings so specified, unless expressly indicated otherwise.

     1.2 REFERENCES. The words "hereby," "herein," "hereinabove," "hereinafter,"
"hereinbelow," "hereof," "hereto," "hereunder," and words of similar import when
used in this  Agreement  shall refer to this Agreement as a whole and not to any
particular article, section, or provision of this Agreement.  References in this
Agreement to articles,  sections,  exhibits,  or schedules are to such articles,
sections,  exhibits,  or schedules of this Agreement unless otherwise specified.
In the event this Agreement makes  reference to paragraphs or references  within
other documents or agreements,  such  references  shall have the same or similar
meaning and effect.

     1.3 ARTICLES AND SECTIONS.  This Agreement,  for convenience only, has been
divided into articles and sections.  The rights and other legal relations of the
parties  hereto  shall be  determined  from this  Agreement  as an entirety  and
without regard to the aforesaid  division into articles and sections and without
regard to headings prefixed to such articles and sections.

     1.4 NUMBER AND GENDER. Whenever the context requires, reference herein made
to a single number shall be understood to include the plural; and likewise,  the
plural shall be understood to include the singular.  Words denoting sex shall be

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construed to include the masculine, feminine, and neuter, when such construction
is appropriate; and specific enumeration shall not exclude the general but shall
be  construed as  cumulative.  Definitions  of terms  defined in the singular or
plural shall be equally  applicable  to the plural or singular,  as  applicable,
unless otherwise indicated.

                                   ARTICLE II.
                                PURCHASE AND SALE

     2.1 PURCHASE AND SALE.  Subject to the terms hereof,  DHOPCO agrees to sell
and convey to TOPAZ,  and TOPAZ agrees to purchase  from DHOPCO and pay for, the
following properties and assets (collectively, the "Assets"):

         (a) All of DHOPCO's  right,  title and  interest in and to the oil, gas
and mineral  lease  described in the recitals  hereto and more  particularly  on
Exhibit A and the leasehold  estate(s) created thereby (whether one or more, the
"Lease");

          (b) All of DHOPCO's right, title and interest in and to the oil and/or
gas well also  described  more  particularly  on Exhibit A and all oil,  gas and
other hydrocarbons  produced,  saved, and marketed from such oil and/or gas well
(the  foregoing  interests  in and to the  Lease  and the  referenced  well  and
production therefrom being referred to collectively as the "Assets");

          (c) All of DHOPCO's right,  title,  and interest in and to all surface
and  subsurface  equipment and  facilities,  water and oil and gas pipelines (if
any), transportation equipment,  rights-of-way,  surface leases, structures, and
other  property,  real or  personal,  located  on or  provided  in the  field in
connection with the operation of the Assigned Property; and

          (d)  All  of  DHOPCO's  right,  title,  and  interest  in  and  to all
easements, permits, licenses,  servitudes, and rights whatsoever that are useful
or  appropriate  for  the  development,   gathering,   treatment,   dehydration,
processing,   storage,   sale,  and   transportation  of  oil,  gas,  and  other
hydrocarbons in, under, and that may be produced from the Assets.

     2.2  CLOSING.  The  Closing  of the  transaction(s)  contemplated  by  this
Agreement  shall take place on or before April 14,  2011.  At such  Closing,  in
addition to the delivery of the consideration(s)  provided in Article III below,
DHOPCO shall  execute and deliver unto TOPAZ that  certain  written  Assignment,
Bill of Sale and Conveyance of Oil, Gas and Mineral Lease(s) (the "Assignment"),
in a form or format  similar to the  attached  Exhibit B, which is  incorporated
herein by this reference.

                                  ARTICLE III.
                    CONSIDERATION; ASSUMPTION OF LIABILITIES

     3.1  CONSIDERATIONS.  In addition to the  reconciliation  of certain  prior
intra-party money advances for Well and  Lease-related  matters (see Section 3.4
below),  consideration for the Assets hereunder shall be in the form of cash and
TOPAZ  common  stock,  as more  completely  set forth  herein.  The  total  cash
consideration  shall be delivered by TOPAZ at Closing for DHOPCO's Assets in the

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amount  of  TWO  HUNDRED   SEVENTY  FIVE   THOUSAND  AND  NO/100  U.S.   DOLLARS
($275,000.00)  (the  "CASH  CONSIDERATION").  The stock  consideration  shall be
delivered by TOPAZ for  DHOPCO's  interests in the Assets in the amount of THREE
MILLION  (3,000,000)  shares  (par  value  $0.001) of common  stock of TOPAZ,  a
publicly-traded  Florida  corporation  organized  under the laws of the State of
Florida   (OTCBB:   TOPZ),   deliverable   as  set  forth   below  (the   "STOCK
CONSIDERATION").

     3.2 CASH CONSIDERATION PAYMENT. The aggregate Cash Consideration is due and
payable  from TOPAZ to DHOPCO  following  the Closing "on demand"  from  DHOPCO,
pursuant to that certain written Demand Promissory Note (the "Closing Note"), in
the  principal  amount of the Cash  Consideration,  to be executed at Closing as
part and parcel to the execution of this  Agreement.  A true and correct copy of
the Closing Note is attached hereto as Exhibit C, which is  incorporated  herein
by this reference.

     3.3  DELIVERY  AND   FACILITATION   OF  STOCK   CONSIDERATION.   The  Stock
Consideration  shall be deliverable and payable to DHOPCO at Closing as follows:
TOPAZ warrants and represents to DHOPCO that TOPAZ has arranged for the delivery
to  DHOPCO's  credit  at  Closing  of  a  written  subscription  agreement  (the
"SUBSCRIPTION") for the Stock Consideration, which DHOPCO and TOPAZ will execute
in duplicate, original format at Closing, accompanied by a written resolution of
TOPAZ's board of directors (the "ISSUANCE RESOLUTION") approving the issuance of
the  subject  TOPAZ  shares  and,  in  addition,  an  authorization  letter (the
"AUTHORIZATION  LETTER"),  executed  by a  properly  authorized  TOPAZ  officer,
instructing  TOPAZ's stock registration agent (the "AGENT") to immediately issue
and deliver the Stock  Consideration  shares in DHOPCO's name.  True and correct
copies of the forms of the Subscription,  Issuance Resolution, and Authorization
Letter  are  attached  hereto  as  Exhibit  D and made a part  hereof.  DHOPCO's
ultimate receipt of the certificate for the Stock Consideration shares following
the  Closing  shall  be  requisite  for  the  title  to  DHOPCO's  ownership  or
interest(s)  in the Assets to vest with TOPAZ  hereunder.  The Parties  agree to
communicate  and  cooperate  to  the  extent  possible  to  (a)  facilitate  the
certificate's  delivery as soon as practicable after Closing, and (b) afford all
Parties  notice  of  DHOPCO's  physical  receipt  of  such  certificate.  DHOPCO
understands that the subject Stock Consideration shares are not registered under
the Securities Exchange Act of 1933, as amended (the "ACT"), on the grounds that
the  issuance  of  securities  in  relation  to this  Agreement  is exempt  from
registration  under  the  Act.  DHOPCO  further   understands  that  the  shares
comprising  the Stock  Consideration  may not be sold,  transferred or otherwise
disposed of without  registration under the Act or an exemption  therefrom,  and
that said shares may not be sold pursuant to Rule 144 promulgated  under the Act
unless all of the conditions of that Rule are met or established. When issued by
the Agent in the name of "Dark Horse  Operating Co.,  L.L.C." in accordance with
this  Agreement,  the said  shares  shall be validly  issued,  as fully paid and
nonassessable  and shall be free and clear of all liens  imposed  by or  through
TOPAZ or the Agent;  and neither the issuance nor the delivery of the said Stock
Consideration  shares is subject to any  preemptive  or any similar right of any
stockholder of TOPAZ or of any other Person.

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     3.4 CANCELLATION OF NOTES;  ASSUMPTION OF WELL EXPENSES.  Further,  any and
all advances,  payments and other transfers from TOPAZ to DHOPCO,  manifested in
the form of checks from TOPAZ to DHOPCO  and/or  written  promissory  notes from
DHOPCO to TOPAZ (representing advance payment of Well or Lease-related  expenses
from TOPAZ),  shall be deemed  cancelled and otherwise  satisfied in full.  Such
notes and advances are  inclusive of, but not limited to, the  promissory  notes
cited in the attached Exhibit E, which is incorporated herein by this reference.
The above-described  note cancellation(s) is not intended as an income event for
DHOPCO as the  underlying  expenditures  and use of funds has been  intended for
TOPAZ's benefit for the Well and Lease acquired  herein.  TOPAZ, if not already,
further  agrees to  indemnify  and hold DHOPCO  harmless  from and against  (and
otherwise pay) any  previously-incurred or pre-Closing expenses and expenditures
(unpaid to date) and third party invoicing for field services on the Well and/or
padsite  thereof and for legal fees  incurred in the  evaluation of title to the
Lease (all totaling  $21,233.90 as of the Effective  Time).. It is the intent of
this Agreement (among other things) for TOPAZ to release DHOPCO from any and all
claims  and  indebtedness  relating  to the Well and  Lease  and  TOPAZ,  by its
execution hereof,  does hereby release and discharge DHOPCO from all such claims
and  indebtedness,  except as otherwise  expressly  stated herein (if any and at
all).

     3.5 ASSUMPTION OF  OBLIGATIONS.  Subject to the terms of this Agreement and
upon Closing,  TOPAZ  assumes and agrees to pay,  perform  and/or  discharge the
following  duties,  obligations,  and  Liabilities  (collectively,  the "Assumed
Liabilities")  with  respect to the Assets  conveyed  by DHOPCO to TOPAZ at such
Closing, effective as of the Effective Time, as set forth below:

          (a) the  performance of the terms,  conditions,  and covenants of, and
the  discharge  of the  share  attributable  to the  interests  of  DHOPCO to be
transferred of the duties, obligations,  and liabilities (other than obligations
or  liabilities  for the payment of money) arising under the terms of the Lease,
the Permits and the  Contracts  conveyed by DHOPCO to TOPAZ at such  Closing for
the period from and after the Effective Time;

          (b) all  obligations of DHOPCO  regarding the plugging and abandonment
of all Well conveyed by DHOPCO to TOPAZ at such Closing and the  performance  of
all related  salvage,  site  clearance,  and surface  restoration  operations in
accordance with applicable Law and the terms of the relevant Lease;

          (c) ALL ENVIRONMENTAL LIABILITIES;

          (d) ALL OTHER  CLAIMS  AND  LIABILITIES  FOR INJURY TO OR DEATH OF ANY
PERSON,  PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO
PROPERTY AFFECTING OR RELATING TO THE LEASES, THE WELL AND PERSONAL PROPERTY (IF
ANY)  CONVEYED BY DHOPCO TO TOPAZ AT SUCH CLOSING AND ALLOCABLE TO THE INTERESTS
THEREIN  BEING  TRANSFERRED,  REGARDLESS  OF  WHETHER  SUCH  CLAIM OR  LIABILITY
RESULTS,  IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF DHOPCO

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OR ITS AFFILIATES,  EMPLOYEES,  AGENTS, OR  REPRESENTATIVES,  TO THE EXTENT THAT
SUCH CLAIM OR LIABILITY,  OR THE ACTS,  OMISSIONS,  EVENTS, OR CONDITIONS GIVING
RISE THERETO,  ARISES,  OCCURS,  OR EXISTS  BEFORE,  AT OR AFTER THE  APPLICABLE
EFFECTIVE TIME;

          (e) all  Claims  and  Liabilities  relating  to the  payment  of taxes
(including interest, penalties, and additions to tax) for which TOPAZ has agreed
to be responsible under the terms hereof;

          (f) the responsibility for compliance with applicable Laws relating to
the Assets conveyed by Seller to Buyer at such Closing, and the maintenance and,
when necessary, procurement of Permits required by any Governmental Authority in
connection  with such  Assets,  in each case for the  period  from and after the
applicable Effective Time; and

          (g) all other duties, obligations, Liabilities, and Claims, whether in
contract,  in tort, or arising by operation of Law,  accruing or resulting from,
arising out of, or otherwise  associated  with the Assets  conveyed by DHOPCO to
TOPAZ at such  Closing  for the period from and after the  applicable  Effective
Time.

     3.6  RETAINED  LIABILITIES.  Subject  to the  terms of this  Agreement,  as
between  DHOPCO and TOPAZ,  TOPAZ hereby  expressly  receives and agrees to pay,
perform, and discharge all duties, obligations,  and Liabilities with respect to
the Assets  conveyed by DHOPCO to TOPAZ at Closing,  it being the express intent
of the parties that commensurate with the divestiture and sale hereunder, DHOPCO
(a)  shall  retain no  liabilities  whatsoever  arising  out of or  relating  or
pertaining to the Assets,  and (b) is hereby  indemnified  by TOPAZ from any and
all claims and  Liabilities,  costs and expenses  and demands  arising out of or
relating or  pertaining  to the said Assets,  whether in contract,  in tort,  or
arising by  operation  of Law,  against or suffered by DHOPCO that relate in any
way to, the Assets  conveyed by DHOPCO to TOPAZ at Closing,  INCLUDING,  WITHOUT
LIMITATION,  INJURY TO OR DEATH OF ANY PERSON,  PERSONS, OR OTHER LIVING THINGS,
OR LOSS OR  DESTRUCTION  OF OR DAMAGE TO PROPERTY  AFFECTING OR RELATING TO SUCH
ASSETS,  REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY  RESULTS,  IN WHOLE OR IN
PART,  FROM THE  NEGLIGENCE OR STRICT  LIABILITY OF DHOPCO OR TOPAZ OR ITS/THEIR
AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES, to extent that any such Claim
or Liability, or the acts, omissions, events, or conditions giving rise thereto,
arose,  occurred,  or existed prior to the applicable Effective Time, regardless
of whether  such  Claim or  Liability  has been  asserted  as of the  applicable
Effective Time.

     3.7  POSSESSION;  RISK OF LOSS.  As of the  Effective  Time,  DHOPCO  shall
deliver to TOPAZ  exclusive  possession  and  control of the Assets  conveyed by
DHOPCO to TOPAZ at Closing  (although  DHOPCO  shall  remain the operator of the
Well  following  such  Closing,  for the  benefit  of TOPAZ).  DHOPCO  agrees to
cooperate  with TOPAZ to  facilitate  the  transition  of the  ownership and (if
applicable)  operation of such Assets to TOPAZ. As between DHOPCO and TOPAZ, and

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subject to the terms of Sections  2.6 and 2.7,  TOPAZ shall  assume and bear all
risk of loss  associated  with the Assets conveyed by DHOPCO to TOPAZ at Closing
prior to the  applicable  Possession  Time,  and TOPAZ shall assume and bear all
risk of  loss  associated  with  such  Assets  from  and  after  the  applicable
Possession Time.

     3.8 ALLOCATION OF  CONSIDERATION.  TOPAZ and DHOPCO shall use  commercially
reasonable  efforts to agree, if not already and within thirty (30) days from or
after the Closing,  upon an allocation of the Consideration among the Assets for
financial  accounting  and tax purposes in  accordance  with Section 1060 of the
Code. TOPAZ and DHOPCO shall each file a Form 8594 (Asset Acquisition  Statement
Under  Section  1060)  on a  timely  basis,  reporting  the  allocation  of  the
Consideration  consistent with such allocation.  TOPAZ and DHOPCO shall not take
any position on their  respective  income tax returns that is inconsistent  with
the allocation of the Consideration as so agreed. If TOPAZ and DHOPCO are unable
to agree on the allocation of the Consideration provided for in this Section 3.8
by the agreed timetable or date, either TOPAZ or DHOPCO may initiate arbitration
of such dispute pursuant to the terms of Section 11.10.

                                   ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

     4.1  REPRESENTATIONS  AND  WARRANTIES  OF  DHOPCO.  DHOPCO  represents  and
warrants to TOPAZ as follows:

          (a) DHOPCO is a limited liability company,  duly organized and validly
existing  under the Laws of the State of Texas.  DHOPCO has all requisite  power
and authority to own and operate its property  (including,  without  limitation,
the Assets) and to carry on its business as now conducted.

          (b) As an entity,  DHOPCO has full capacity,  power,  and authority to
enter into and perform this Agreement and the transactions  contemplated herein.
The execution,  delivery,  and  performance by DHOPCO of this Agreement has been
duly and validly  authorized and approved by all necessary action on the part of
DHOPCO,  and this  Agreement and the documents  executed in connection  herewith
are,  or upon  their  execution  and  delivery  will be,  the valid and  binding
obligations of DHOPCO and  enforceable  against DHOPCO in accordance  with their
terms,  subject  to  the  effects  of  bankruptcy,  insolvency,  reorganization,
moratorium,  and similar Laws, as well as to principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

          (c)  The  execution,  delivery,  and  performance  by  DHOPCO  of this
Agreement and the consummation of the transactions  contemplated herein will not
(i) conflict with or result in a breach of any provisions of the  organizational
documents  of DHOPCO,  (ii)  result in a default or the  creation of any Lien or
give rise to any right of termination,  cancellation,  or acceleration under any
of the terms of any Lease, Contract, Real Property Interest, Permit, note, bond,
mortgage,  indenture,  license, or other agreement,  document,  or instrument to
which  DHOPCO  is a party or by which  DHOPCO or any of the  Assets or  Retained
Interests may be bound  (except as known to TOPAZ),  or (iii) violate any order,

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writ, injunction,  judgment, decree, or Law applicable to DHOPCO, the Assets, or
the Retained Interests.

          (d) Except as  otherwise  known by or disclosed  previously  to TOPAZ,
there is no Claim by any Person or Governmental  Authority  (including,  without
limitation,   expropriation   or   forfeiture   proceedings),   and  no   legal,
administrative,  or arbitration  proceeding  pending or, to DHOPCO's  Knowledge,
threatened  against  DHOPCO or the Assets,  or to which DHOPCO is a party,  that
reasonably may be expected to (i) challenge DHOPCO's title to any of the Assets,
(ii)  subject the owner or operator of the Assets to  liability  in favor of any
Governmental  Authority or other  Person as the result of the alleged  violation
of,  or  non-compliance  with,  any  Environmental  Law by  DHOPCO  or any other
Affiliate  of DHOPCO with respect to the Assets or require the owner or operator
of the Assets to remediate, remove, or respond to an Environmental Condition, or
a  threatened  Environmental  Condition,  on or affecting  the Assets,  or (iii)
otherwise  adversely affect the Assets in any material respect or the ability of
DHOPCO to consummate the transactions  contemplated in this Agreement (except as
may have been previously disclose to TOPAZ, if any).

          (e) Except  for  approvals  by  Governmental  Authorities  customarily
obtained after the Closings,  no authorization,  consent,  approval,  exemption,
franchise,  permit, or license of, or filing with, any Governmental Authority is
required to authorize, or is otherwise required by any Governmental Authority in
connection with, the valid execution and delivery by DHOPCO of this Agreement or
the transfer of the Assets to TOPAZ,  or the  performance by DHOPCO of its other
obligations hereunder.

          (f) DHOPCO has  heretofore  furnished to TOPAZ true and correct copies
of all of the Contracts, and there are no contracts, agreements, instruments, or
documents  affecting  the  Assets  other  than  the  Contracts  disclosed  to or
otherwise  known by  TOPAZ,  if any.  With  respect  to the  Contracts:  (i) all
Contracts are in full force and effect;  (ii) neither DHOPCO nor any of DHOPCO's
Predecessors (if any) is in material breach or material  default,  and there has
occurred no event,  fact, or  circumstance  that,  with the lapse of time or the
giving of notice,  or both,  would constitute such a material breach or material
default by DHOPCO, with respect to the terms of any Contract;  (iii) to DHOPCO's
Knowledge, no other party is in material breach or material default with respect
to the  terms of any  Contract;  and  (iv)  neither  DHOPCO,  nor,  to  DHOPCO's
Knowledge,  any other  party to any  Contract  has given or  threatened  to give
notice of any  action to  terminate,  cancel,  rescind,  or  procure a  judicial
reformation of any Contract or any provision thereof.

          (g) There are no  material  operations  on the Lease  under any of the
Contracts  with  respect  to which  DHOPCO  or any  other  Person  has  become a
non-consenting party.

          (h) DHOPCO has not engaged any other financial advisor,  broker, agent
or finder  (including,  without  limitation,  TOPAZ, its  principals/members  or
affiliates), or incurred any liability, contingent or otherwise, in favor of any
other such Person relating to the  transactions  contemplated by this Agreement.
Further, DHOPCO, its officers, directors and/or affiliates have not entered into
any  agreement,   arrangement  or  understanding  to  exchange  or  deliver  any

                                       8
<PAGE>
additional  consideration,  monies or the like to, between and/or amongst TOPAZ,
any of its individual officers, directors or shareholders or their directives or
affiliates,  which are not fully disclosed or identified within the body of this
Agreement.

          (i)  There  are  no   bankruptcy,   insolvency,   reorganization,   or
arrangement proceedings pending, being contemplated by, or to DHOPCO' Knowledge,
threatened against DHOPCO or any other Affiliate that controls DHOPCO.

     4.2  REPRESENTATIONS AND WARRANTIES OF TOPAZ. TOPAZ represents and warrants
to DHOPCO as follows:

          (a) TOPAZ is a corporation duly organized,  validly  existing,  and in
good standing  under the Laws of the State of Florida (and is duly  qualified to
transact  business  in the State of Texas).  TOPAZ has all  requisite  power and
authority  to own and operate its  property  and to carry on its business as now
conducted.

          (b) As an entity,  TOPAZ has full  capacity,  power,  and authority to
enter into and perform this Agreement and the transactions  contemplated herein.
The execution,  delivery,  and  performance by TOPAZ of this Agreement have been
duly and validly  authorized and approved by all necessary action of TOPAZ. This
Agreement and the documents  executed in connection  herewith are, or upon their
execution and delivery will be, the valid and binding  obligations  of TOPAZ and
enforceable against TOPAZ in accordance with their terms, subject to the effects
of bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as well
as to  principles  of equity  (regardless  of  whether  such  enforceability  is
considered in a proceeding in equity or at law).

          (c)  The  execution,  delivery,  and  performance  by  TOPAZ  of  this
Agreement and the consummation of the transactions  contemplated herein will not
(i) conflict with or result in a breach of any  provision of the  organizational
documents of TOPAZ, (ii) result in a default or the creation of any Lien or give
rise to any right of termination, cancellation, or acceleration under any of the
terms of any note, bond,  mortgage,  indenture,  license,  or other agreement to
which TOPAZ is a party or by which TOPAZ or any of its property may be bound, or
(iii) violate any order, writ, injunction,  judgment,  decree, or Law applicable
to TOPAZ or its property.

          (d)  There  is no  Claim  by  any  Person  or  Governmental  Authority
(including, without limitation, expropriation or forfeiture proceedings), and no
legal,  administrative,   or  arbitration  proceeding  pending  or,  to  TOPAZ's
Knowledge,  threatened  against  TOPAZ,  or to  which  TOPAZ  is a  party,  that
reasonably may be expected to have a material adverse effect upon the ability of
TOPAZ to consummate the transactions contemplated in this Agreement.

          (e) Except  for  approvals  by  Governmental  Authorities  customarily
obtained after the Closing,  no  authorization,  consent,  approval,  exemption,
franchise,  permit, or license of, or filing with, any Governmental Authority or
any  other  Person  is  required  to  authorize,  or is  otherwise  required  in

                                       9
<PAGE>
connection  with, the valid execution and delivery by TOPAZ of this Agreement or
the performance by TOPAZ of its obligations hereunder and thereunder.

          (f) TOPAZ has not engaged any other financial advisor,  broker,  agent
or finder (including,  without  limitation,  DHOPCO, its  principals/members  or
affiliates), or incurred any liability, contingent or otherwise, in favor of any
other such Person relating to the  transactions  contemplated by this Agreement.
Further, TOPAZ, its officers,  directors and/or affiliates have not entered into
any  agreement,   arrangement  or  understanding  to  exchange  or  deliver  any
additional consideration,  monies or the like to, between and/or amongst DHOPCO,
any of its individual managers/members or their directives or affiliates,  which
are not fully disclosed or identified within the body of this Agreement.

          (g)  There  are  no   bankruptcy,   insolvency,   reorganization,   or
arrangement   proceedings  pending,   being  contemplated  by,  or,  to  TOPAZ's
Knowledge, threatened against TOPAZ or any Affiliate that controls TOPAZ.

          (h) TOPAZ is acquiring the Assets for its own account, for investment,
and  not  with a  view  to,  or for  offer  or  resale  in  connection  with,  a
distribution thereof (including,  without limitation, the transfer of fractional
undivided  interests  therein) within the meaning of the Securities Act of 1933,
as  amended,  and  the  rules  and  regulations  promulgated  thereunder,  or  a
distribution  thereof in violation of any applicable  securities Law. If, in the
future,  TOPAZ sells,  transfers,  or otherwise  disposes of the Assets,  or any
portion thereof, or any fractional undivided interest therein,  TOPAZ will do so
in full compliance with any applicable securities Laws.

          (i) TOPAZ has reason to believe  and does  believe  that it can timely
and fully comply with all conditions and obligations to DHOPCO,  as set forth in
this Agreement.

     4.3 DISCLAIMERS.  To the extent required by applicable Law to be operative,
the  disclaimers  of  certain  warranties  contained  in  this  Section  4.3 are
"conspicuous  disclaimers"  for  purposes  of  any  applicable  Law.  EXCEPT  AS
OTHERWISE  PROVIDED IN THIS  AGREEMENT  AND THE  CONVEYANCE,  TOPAZ  AGREES THAT
DHOPCO IS CONVEYING THE ASSETS WITHOUT  REPRESENTATION,  WARRANTY, OR INDEMNITY,
EITHER  EXPRESSED  OR IMPLIED AT COMMON LAW, BY STATUTE,  OR  OTHERWISE  (ALL OF
WHICH DHOPCO HEREBY  DISCLAIMS),  RELATING TO (I) TITLE,  (II)  MERCHANTABILITY,
DESIGN, OR QUALITY, OR (III) FITNESS FOR ANY PARTICULAR PURPOSE.

                                   ARTICLE V.
                              ACCESS; DUE DILIGENCE

     5.1 ACCESS TO  RECORDS;  TITLE DUE  DILIGENCE  AND  CURATIVE.  Prior to the
Effective Time (and from and after the date of execution hereof), DHOPCO has and
will make  available to TOPAZ and its  representatives,  during normal  business
hours  (and,  if  reasonably  requested,  such  other  times as  TOPAZ  may deem
necessary  to complete  pre-Closing  and/or  further  its ongoing due  diligence
within the time period provided herein) at Seller's offices, all books, records,

                                       10
<PAGE>
documents,  and  information  of every kind and  character  (including,  without
limitation, originals or photocopies, as available, of the Lease, the Contracts,
the Permits and the Records in the  possession of DHOPCO  relating in any way to
the Assets. DHOPCO has and shall also cause its employees, counsel, accountants,
and other consultants to cooperate with and assist TOPAZ in connection with such
due diligence  review.  Unless  prohibited from doing so by  confidentiality  or
other  contractual  arrangements  between DHOPCO and third Persons,  TOPAZ shall
have the right to photocopy such books, records,  documents, and information, or
any portion thereof,  at TOPAZ's expense.  If TOPAZ requests  information not in
the  possession  of DHOPCO,  DHOPCO shall use  reasonable  efforts to obtain the
requested  information,  at TOPAZ's  expense,  from the applicable  operators or
other  Persons.  Notwithstanding  anything  contained  in this  Agreement to the
contrary,  TOPAZ has undertaken a complete and adequate analysis,  investigation
and review of any and all  documentation  and matters  relating or pertaining to
the Assets and acknowledges its full and complete  understanding (and disclosure
by DHOPCO) of all  agreements,  Contracts,  Permits and other  material  matters
affecting or relating or  pertaining  to the Assets and accepts such Assets with
the full knowledge thereof (waiving any and all claims to the contrary).

     5.2 OPERATIONAL  AND  ENVIRONMENTAL  ASSESSMENT.  Prior to the execution of
this  Agreement,  TOPAZ and its  authorized  representatives,  at the sole cost,
risk, and expense of TOPAZ or its representatives, as applicable, have conducted
such on-site inspections, inventories, and assessments of the Assets (including,
without  limitation,  the witnessing of well tests, the examination of well logs
and other geological and geophysical data, and the performance of soil and water
tests and other tests, inspections,  examinations,  investigations,  and studies
selected by TOPAZ),  and  interviewed  such  employees or contract  personnel of
DHOPCO, in each case as TOPAZ deems necessary to permit TOPAZ to prepare reserve
engineering  (if any) and other reports  relating to, and assess the operational
and environmental condition of, the Assets.

     5.3 ENVIRONMENTAL CONDITIONS.

          (a)  As  the   result  of  the   inspections,   tests,   examinations,
investigations,  and studies relating to the environmental  status of the Assets
conducted  by TOPAZ  prior to the  execution  hereof,  TOPAZ has  identified  no
Environmental Conditions requiring remedial action.

          (b) TOPAZ  hereby  accepts the Assets  subject to such any remedied or
unremedied   Environmental   Condition   (if  any)  and  assumes  the  resulting
Environmental Liability for all purposes.  TOPAZ further agrees to indemnify and
hold DHOPCO  harmless  from any and all claims  arising out of an  Environmental
Condition(s) on the lands comprising the Lease.

                                       11
<PAGE>
     5.4 MATTERS RELATING TO TITLE.

          (a)  Prior to the  date of  execution  of this  Agreement,  TOPAZ  has
conducted  such  examinations  of  DHOPCO's  title to the Assets as TOPAZ  deems
necessary  and,  by  virtue of such due  diligence  and  prior  discussions  and
disclosures,  TOPAZ is thoroughly  familiar with any and all known circumstances
involving  title to the  Assets.  As the result of such title  examinations  and
related  past title  curative  efforts (if any) of DHOPCO and TOPAZ agree to use
reasonable  commercial  efforts to cure any and all  defects (if any) at TOPAZ's
sole cost, risk and expense. DHOPCO and TOPAZ shall pursue such curative efforts
diligently and in good faith.

          (b) Notwithstanding  the foregoing,  DHOPCO shall have no liability to
TOPAZ if, despite DHOPCO' and/or TOPAZ's  reasonable  commercial efforts pursued
diligently  and in good  faith,  DHOPCO  and/or  TOPAZ  is/are  unable to obtain
whatever  curative  items  or  elements  needed  or  requested  by  TOPAZ  or in
connection with a defect (if any) asserted by Topaz.

          (c) If an Asset (including, without limitation, a Contract) is subject
to a  preferential  right to purchase,  right of first  refusal,  right of first
offer,  or similar right that is exercised  prior to the Closing for such Asset,
or a third  Person  consent to  assignment  required to be  obtained  before the
relevant Asset may be assigned and that is not obtained prior to the Closing for
such  Asset,  TOPAZ shall not be deemed to have  suffered a complete  failure of
title with respect to the affected Asset,  such Asset shall not be excluded from
the Assets conveyed to TOPAZ at Closing.

                                   ARTICLE VI.
                  OTHER MATTERS PRIOR TO AND FOLLOWING CLOSING

     6.1  ADDITIONAL  LEASES.  DHOPCO agrees to cooperate  with TOPAZ in TOPAZ's
pursuit of oil, gas and/or mineral leases involving  undivided mineral interests
in component tracts comprising the lands covered by the Lease, at the request of
TOPAZ and at TOPAZ's reasonable expense.

     6.2  PUBLICITY.  DHOPCO and TOPAZ shall consult with each other with regard
to all press releases or other public or private  announcements  (if any) issued
or made at or after the date of execution  hereof  concerning  this Agreement or
the  transactions  contemplated  herein,  and,  except  as  may be  required  by
applicable  Laws or the applicable  rules and  regulations of any stock exchange
(if any),  neither  DHOPCO nor TOPAZ shall issue any such press release or other
publicity without the prior written consent of the other party,  which shall not
be unreasonably withheld.

     6.3 MAINTENANCE OF EXISTENCE. Until the final payment of all Considerations
hereunder  and  contemplated  herein,  DHOPCO and TOPAZ shall each  maintain its
respective  existence and its rights and franchises and procure the extension or
renewal of any right,  franchise,  or  privilege  expiring  as the result of the
lapse of time.

                                       12
<PAGE>
     6.4 MUTUAL ASSURANCES.  Subject to the terms of this Agreement,  each Party
will use  reasonable  commercial  efforts to take, or to cause to be taken,  all
actions  and to do,  or cause to be  done,  all  things  necessary,  proper,  or
advisable   under   applicable   Laws  to  consummate  and  make  effective  the
transactions  contemplated  by this  Agreement,  including  (a)  cooperation  in
determining  whether  any  action,  approval,  or waiver by or in respect of, or
filing  with,  any  Governmental  Authority is required in  connection  with the
consummation of the transactions contemplated by this Agreement; (b) cooperation
in seeking and obtaining any such actions,  approvals,  waivers, or filings; and
(c) the execution of any  additional  instruments  necessary to  consummate  the
transactions contemplated hereby.

     6.5 NOTIFICATION OF CERTAIN MATTERS. Each Party shall give prompt notice to
the other Party of (a) the occurrence or  nonoccurrence  of any event that would
be likely to cause any  representation  or warranty of such Party  contained  in
this Agreement to be untrue or inaccurate in any material respect at or prior to
Closing (or within one year following the Closing), and (b) any material failure
of such Party to comply with or satisfy any covenant, condition, or agreement to
be complied  with or  satisfied by it  hereunder;  provided,  however,  that the
delivery of any notice pursuant to this Section 6.6 shall not limit or otherwise
affect the remedies available hereunder to the Party receiving such notice.

     6.6  DESIGNATION  AS OPERATOR.  Except as  otherwise  provided in herein or
otherwise agreed by the Parties,  DHOPCO shall remain as the contracted operator
of all Assets  conveyed  by DHOPCO to TOPAZ at Closing  until  otherwise  agreed
between the Parties.  DHOPCO shall act as operator  pursuant to such existing or
to-be-executed  Operating  Agreement  as the  Parties  may,  from  time to time,
implement.

     6.7 FINANCIAL MATTERS. To permit TOPAZ to perform the required audit of the
revenues and direct  operating  expenses  attributable to the Assets pursuant to
SEC  regulations,  and  notwithstanding  anything  contrary  in this  Agreement,
DHOPCO, after Closing,  shall afford to TOPAZ and TOPAZ's counsel,  internal and
independent auditors, and other authorized  representatives,  from and after the
date of execution hereof, reasonable access (no later than two (2) Business Days
after  TOPAZ's  request  therefor) to DHOPCO's  financial  accounting  books and
records  relating  to the  Assets  conveyed  by DHOPCO to TOPAZ at such  Closing
(including,   without  limitation,  (a)  joint  interest  billings  for  Working
Interests by Lease and/or Well, (b) vendor invoices, (c) lease operating expense
statements,  (d) revenue  database and records for  distributions to Net Revenue
Interest  owners,  (e) check  stubs,  cancelled  checks,  and other  evidence of
payments made, (f) vendor and joint interest owner correspondence,  (g) AFEs for
drilling,  completion,  workover, and other capital projects and reconciliations
thereof against actual costs incurred, (h) filings, returns, and other materials
relating to  Property-Related  Taxes,  and (i) the Leases and the Contracts) for
the calendar years ending December 31, 2005,  through December 31, 2010, and the
period  beginning  January 1, 2011,  through the Closing Date. Such access shall
include the right of TOPAZ to  photocopy,  at TOPAZ's  expense,  such  financial
accounting books and records and reasonable  access during normal business hours
to the independent  auditors and consulting  petroleum  engineers of DHOPCO,  at

                                       13
<PAGE>
TOPAZ's expense and on terms  specified by such auditors and engineers,  and the
internal accounting,  financial,  engineering, and other personnel of DHOPCO who
are knowledgeable about the Assets, as well as permission to contact vendors and
joint interest  owners (if any).  TOPAZ shall  cooperate with DHOPCO to minimize
the  disruption  of DHOPCO's  business  and office  operations  as the result of
TOPAZ's  activities under this Section 6.8. Upon TOPAZ's  request,  DHOPCO shall
provide  a  signed   representative   letter  to  TOPAZ's  independent  auditors
confirming,  to the Knowledge of DHOPCO, the accuracy of the financial and other
data provided for such audit.

                                  ARTICLE VII.
                                     CLOSING

     7.1 CLOSING.  The Closing shall be held at the offices of TOPAZ, at 1012 N.
Masch Branch Road,  Denton,  Texas  76207-3640  (or via  electronic or overnight
physical courier as applicable) on the relevant Closing Date.

     7.2  ACTIONS  AT  CLOSING.  At  Closing,  DHOPCO  and TOPAZ  shall take the
following actions:

          (a) DHOPCO and TOPAZ shall each execute and deliver (i) the Assignment
covering the Assets to be conveyed at such Closing,  in sufficient  counterparts
to facilitate an eventual recording in the relevant jurisdiction.

          (b) TOPAZ shall deliver and pay unto DHOPCO the Cash Consideration and
otherwise act to execute  documents and facilitate  the actions  relative to the
Stock Consideration, as set forth in Section 3.3 above.

          (c) DHOPCO  shall  deliver to TOPAZ a  statement  that  satisfies  the
requirements of Treas. Reg.  ss.1.1445-2(b)(2),  certifying that DHOPCO is not a
"foreign" Person for federal income tax purposes.

          (d) TOPAZ  shall  return any and all  original  promissory  notes from
DHOPCO (as cited in Exhibit E to this  Agreement),  marked  "CANCELLED"  (or the
like).

          (e) DHOPCO and TOPAZ shall execute such other  documents and take such
other  actions as are  provided  for  elsewhere  in this  Agreement or as may be
necessary to consummate the transactions  contemplated  herein to be consummated
at such Closing.

     7.3  RECORDS.  At any time after  Closing,  pursuant to TOPAZ's  reasonable
instructions  and if not already  delivered,  DHOPCO shall  deliver to TOPAZ the
Records relating to the Assets conveyed at the relevant Closing.  TOPAZ shall be
entitled to all original  Records  affecting  all of such  Assets.  Prior to the
delivery thereof to TOPAZ, DHOPCO may make and retain, at its expense, copies of
the Records for DHOPCO's  use.  TOPAZ  agrees to maintain  all original  Records
until the fifth (5th)  anniversary of the relevant  Closing Date (or such longer
period of time as DHOPCO may request for those  Records  relevant  for tax audit

                                       14
<PAGE>
purposes),  or, if any of such Records  pertain to a Claim pending at such fifth
anniversary  date,  until such Claim is  finally  resolved  and the time for all
appeals has been exhausted.  TOPAZ will provide to DHOPCO  reasonable  access to
the Records for purposes of obtaining  information  for the  preparation  of tax
returns, financial statements, and other legitimate business purposes of DHOPCO.

                                  ARTICLE VIII.
                            SURVIVAL; INDEMNIFICATION

     8.1 SURVIVAL. All representations,  warranties,  covenants, agreements, and
indemnities of DHOPCO and TOPAZ under this  Agreement  shall survive the Closing
and the  delivery  of the  Assignment,  shall  not be  merged  with or into  the
Assignment,  and shall  remain in force and effect as provided  in this  Section
8.1, as applicable,  regardless of any  investigation  at any time made by or on
behalf of DHOPCO or TOPAZ, or of any  information  that DHOPCO or TOPAZ may have
with  respect  thereto.  Such  survival  does not obligate any Party to make any
further  representation or warranty after the final Closing established pursuant
to this Agreement,  or to cause any representation or warranty made hereunder to
remain true and correct after such final Closing Date.

     8.2  INDEMNITY  AS SOLE  REMEDY.  Except to the extent  otherwise  provided
elsewhere in this Agreement,  the indemnity  provided by each Party to the other
under this Article VIII shall  constitute the sole and exclusive remedy for such
Party and its  Indemnity  Group  after  each  Closing  with  respect  to (a) the
inaccuracy or breach of any  representation  or warranty made by the other Party
hereunder in connection with the relevant Closing and (b) a breach or default in
the  performance  by such other Party of any covenant or agreement of such other
Party  contained in this  Agreement  and made in  connection  with such Closing.
Except as otherwise  provided elsewhere in this Agreement and this Article VIII,
each Party hereby  waives any Claim  arising  under common law, any statute,  or
otherwise  against  the other Party  arising  from or out of the  inaccuracy  or
breach of any  representation  or warranty made by the other Party  hereunder or
the breach or default in the  performance by such other Party of any covenant or
agreement of such other Party contained in this Agreement.

     8.3 INDEMNITIES OF TOPAZ.  Regardless of any investigation made at any time
by or on  behalf  of any  Party or any  information  any  Party  may  have,  and
regardless  of the presence or absence of insurance,  TOPAZ shall  indemnify and
hold harmless DHOPCO and its Indemnity Group from and against any and all Claims
and  Liabilities  caused by, arising out of,  resulting from, or relating in any
way to, and to pay to DHOPCO or its  Indemnity  Group any sum that DHOPCO or its
Indemnity Group pays, or becomes obligated to pay, on account of: (a) any breach
or default in the  performance  by TOPAZ of any  covenant or  agreement of TOPAZ
contained in this Agreement or any document executed in connection herewith; (b)
any breach of a warranty or an  inaccurate or erroneous  representation  made by
TOPAZ in this Agreement  (provided,  however,  that for purposes of this Section
8.3,   all   qualifications   relating   to   materiality   contained   in  such
representations  and  warranties  shall  be  disregarded);  and (c) all  Assumed
Liabilities.

     8.4 INDEMNITIES OF DHOPCO. Regardless of any investigation made at any time
by or on  behalf  of any  Party or any  information  any  Party  may  have,  and
regardless of the presence or absence of insurance,  DHOPCO shall  indemnify and
hold harmless TOPAZ and its Indemnity  Group from and against any and all Claims

                                       15
<PAGE>
and  Liabilities  caused by, arising out of,  resulting from, or relating in any
way to,  and to pay  TOPAZ or its  Indemnity  Group  any sum  that  TOPAZ or its
Indemnity Group pays or becomes  obligated to pay, on account of: (a) any breach
or default in the  performance  by any DHOPCO of any  covenant or  agreement  of
DHOPCO  contained  in this  Agreement  or any  document  executed in  connection
herewith;  and (b) any  breach  of a  warranty  or an  inaccurate  or  erroneous
representation  made by DHOPCO in this Agreement  (provided,  however,  that for
purposes  of this  Section  8.4,  all  qualifications  relating  to  materiality
contained in such representations and warranties shall be disregarded).

     8.5 LIMITATIONS ON INDEMNITIES.

          (a) Except as provided  hereinafter,  after the Closing Date,  neither
TOPAZ nor DHOPCO shall be entitled to seek  indemnification from the other Party
with respect to the inaccuracy or breach of any  representation or warranty made
by such Party hereunder unless the Party seeking  indemnification  gives written
notice of the alleged breach or inaccuracy to the Party against whom enforcement
is sought no later than the  expiration  of twelve (12) months after the Closing
Date.

          (b) After the Closing Date, neither TOPAZ nor DHOPCO shall be entitled
to seek indemnification from the other Party with respect to a breach or default
in the  performance  by such Party of any  covenant or  agreement  of that Party
contained in this  Agreement  (including,  without  limitation,  the  provisions
relating to taxes) unless the Party seeking indemnification gives written notice
of the  alleged  breach or  default to the Party  from whom  indemnification  is
sought on or before the one hundred  eightieth  (180th) day after the expiration
of the statute of limitations applicable to the relevant breach or default.

     8.6 ASSERTION OF CLAIMS; NOTICES; DEFENSE; SETTLEMENT.

          (a) Upon the discovery by a Party  entitled to  indemnification  under
any provision of this Agreement (the  "Indemnified  Party") of facts believed to
entitle such Party to  indemnification  hereunder,  including the receipt by any
such Party of notice of a Claim from any third  Person,  the  Indemnified  Party
shall give prompt  written  notice of any such Claim to the Party  obligated  to
provide the requested  indemnification  (the  "Indemnifying  Party").  Each such
notice shall set forth the facts known to the  Indemnified  Party  pertaining to
the relevant Claim and shall specify the manner in which the  Indemnified  Party
proposes to respond to such Claim.

          (b) Within ten (10) days after the receipt by the  Indemnifying  Party
of such notice, the Indemnifying Party shall state in writing to the Indemnified
Party: (i) whether the Indemnified  Party may proceed to respond to the Claim in
the manner set forth in its notice, or (ii) whether the Indemnifying Party shall
assume responsibility for and conduct the negotiation, defense, or settlement of
the  Claim,  and if so,  the  specific  manner in which the  Indemnifying  Party
proposes to proceed. If the Indemnifying Party assumes control of the Claim, the
Indemnified  Party  shall at all  times  have the  right to  participate  in the
defense thereof and to be represented,  at its sole expense, by counsel selected
by it. No such Claim shall be compromised or settled by either the  Indemnifying
Party or the  Indemnified  Party,  as  applicable,  in any  manner  that  admits

                                       16
<PAGE>
liability  on the part of the  other  Party or that  might  otherwise  adversely
affect the  interest of such other Party  without the prior  written  consent of
such other Party, which consent will not be unreasonably withheld or delayed. As
a condition precedent to indemnification  under this Agreement,  the Indemnified
Party shall assign to the Indemnifying  Party, and the Indemnifying  Party shall
become   subrogated   to,  all  rights   and   Claims,   up  to  the  amount  of
indemnification,  of the Indemnified  Party against third Persons arising out of
or  pertaining  to the matters for which the  Indemnifying  Party shall  provide
indemnification. The amount of the Indemnified Party's Claim for indemnification
shall be  reduced  by the  amount  of any  insurance  reimbursement  paid to the
Indemnified Party pertaining to the Claim.

     8.7 LIMITATION ON DAMAGES.  For the breach or  non-performance by any Party
of any  representation,  warranty,  covenant,  or  agreement  contained  in this
Agreement,  the  liability  of the  obligor  shall be limited  to direct  actual
damages  only,  except to the extent  that the  obligee is  entitled to specific
performance  or  injunctive  relief.  AS BETWEEN  THE  PARTIES,  NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS  AGREEMENT,  NEITHER  DHOPCO NOR TOPAZ SHALL BE
LIABLE  TO THE OTHER  PARTY AS THE  RESULT  OF A BREACH  OR A  VIOLATION  OF ANY
REPRESENTATION,  WARRANTY,  COVENANT,  AGREEMENT, OR CONDITION CONTAINED IN THIS
AGREEMENT  FOR  SPECIAL,  CONSEQUENTIAL,  INCIDENTAL,  PUNITIVE,  EXEMPLARY,  OR
INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT,
IN  CONTRACT,  UNDER  ANY  INDEMNITY  PROVISION,  ARISING  BY  OPERATION  OF LAW
(INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT TO
CLAIMS BY THIRD  PERSONS,  A PARTY MAY  RECOVER  FROM THE OTHER PARTY ALL COSTS,
EXPENSES,  OR DAMAGES (INCLUDING,  WITHOUT LIMITATION,  SPECIAL,  CONSEQUENTIAL,
INCIDENTAL,  PUNITIVE,  EXEMPLARY, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER
BUSINESS  INTERRUPTION DAMAGES IN ADDITION TO ACTUAL DIRECT DAMAGES PAID OR OWED
TO ANY SUCH THIRD PERSON IN SETTLEMENT OR SATISFACTION OF CLAIMS AS TO WHICH THE
RELEVANT PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

                                   ARTICLE IX.
                                  MISCELLANEOUS

     9.1 EXHIBITS.  All exhibits and schedules referred to in this Agreement are
hereby  incorporated  into this  Agreement by reference and constitute a part of
this  Agreement for all  purposes.  Each Party and/or its counsel has received a
complete set of exhibits and schedules  prior to and as of the date of execution
of this Agreement.

     9.2 EXPENSES.  Except as otherwise  specifically provided herein, all fees,
costs,  and expenses  incurred by TOPAZ and DHOPCO in negotiating this Agreement
and in  consummating  the  transactions  contemplated by this Agreement shall be
paid by the Party incurring the same, including,  without limitation,  legal and
accounting fees,  costs, and expenses.  All required  documentary,  filing,  and

                                       17
<PAGE>
recording fees and expenses in connection with the eventual filing and recording
of the Assignment (or its replacement) and other instruments  required to convey
title to the Assets to TOPAZ shall be borne by TOPAZ.

     9.3  PRORATION OF TAXES.  Each Party shall assume  responsibility  for, and
shall bear and pay, all federal  income  taxes,  state income  taxes,  franchise
taxes, and other similar taxes (including any applicable  interest or penalties)
incurred  by or  imposed  upon  such  Party  with  respect  to the  transactions
described in this Agreement.  TOPAZ shall assume  responsibility  for, and shall
bear and pay,  all  Transfer  Taxes  incurred  or  imposed  with  respect to the
transfer  of the  Assets  from  DHOPCO  to TOPAZ.  TOPAZ  shall  further  assume
responsibility  for (and, if applicable,  reimburse  DHOPCO for), and shall bear
and pay, all  Property-Related  Taxes  (including any  applicable  penalties and
interest)  based upon or measured by the  ownership of the Assets or the receipt
of proceeds  therefrom,  but exclusive of income taxes, and assessed against the
Assets by any taxing authority for the period prior to the Effective Time. TOPAZ
shall be  responsible  for,  and shall bear and pay,  all such  Property-Related
Taxes  assessed  against the Assets by any taxing  authority for any period that
begins on or after the Effective Time (but inclusive of the entirety of 2010 and
thereafter).  For  purposes  of this  Agreement,  the  foregoing  prorations  of
Property-Related Taxes (or lack thereof) shall be accomplished (if needed) as an
adjustment  to the  Consideration  and,  in the  case of ad  valorem  and  other
property  taxes,  shall be based upon the ad valorem  and other  property  taxes
actually  assessed  against the Assets for the  applicable  tax year, or, in the
absence of such  assessments,  the ad valorem and other  property taxes actually
assessed  against  the Assets for 2010.  In the event of a conflict  between the
terms of this Section 10.3 and any other provision of this Agreement,  the terms
of this Section 10.3 shall govern and control.

     9.4  ASSIGNMENT.  Neither  DHOPCO nor TOPAZ shall  assign  this  Agreement,
except to an Affiliate of the assigning Party by assignment, transfer of equity,
merger, reorganization,  or consolidation,  without the prior written consent of
the non-assigning  Party,  which shall not be unreasonably  withheld or delayed.
Any such assignment of rights shall provide for the assumption by the transferee
of the obligations of the assigning Party under this Agreement. No assignment of
any rights  hereunder  shall relieve the assigning  Party of any  obligations or
responsibilities  hereunder.  Upon the  assumption  by such a transferee  of the
obligations of the assigning Party under this Agreement,  such transferee  shall
become primarily liable for all such obligations  assumed.  Notwithstanding  any
such  assumption,  however,  if such a  transferee  fails to perform  any of the
obligations  thus  assumed,  the  assigning  Party shall  remain  liable for the
performance thereof.  Subject to the foregoing,  this Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and
assigns.

     9.5  NOTICES.  All notices and  communications  required or permitted to be
given hereunder shall be in writing and shall be delivered  personally,  or sent
by bonded  overnight  courier,  or by telex,  e-mail or  facsimile  transmission
(provided  any such  telegram,  telex,  or facsimile  transmission  is confirmed
either orally or by written confirmation), addressed to the appropriate Party at
the address  for such Party  shown below or at such other  address as such Party
shall have  theretofore  designated  by written  notice  delivered  to the Party
giving such notice:

                                       18
<PAGE>
If to TOPAZ:
------------
Topaz Resources, Inc.
1012 N. Masch Branch Road
Denton, Texas 76207-3640
Attention:  Mr. Bill A. Williamson and Mr. Edward J. Munden
Telephone No.: (940) 243-1122
Facsimile No.: (940) 243-8643
E-mail: tmunden@topazresourcesinc.com

If to DHOPCO:
-------------
Dark Horse Operating Co., L.L.C.
P.O. Box 2184 Denton, Texas 76202-2184
Attention:  Mr. Robert P. Lindsay and Mr. S. Rand Stinnett
Telephone No.: (940) 243-3038
Facsimile No.: (940) 243-8643
E-mail: lindsayroberttx@msn.com and rstinnett@usa.net

Any notice given in  accordance  herewith  shall be deemed to have been given on
the  Business  Day when  delivered  to the  addressee  in  person  or by  telex,
facsimile,  or bonded overnight  courier;  provided,  however,  that if any such
notice is received  after normal  business  hours,  the notice will be deemed to
have been given on the next  succeeding  Business  Day. Any Party may change the
address,  telephone number, and facsimile number to which such communications to
such Party are to be  addressed by giving  written  notice to the other Party in
the manner provided in this Section 9.5.

     9.6  AMENDMENT.  This  Agreement  may be amended only by an  instrument  in
writing executed by the Parties.

     9.7   WAIVER;   RIGHTS   CUMULATIVE.   Any   of   the   terms,   covenants,
representations,  warranties,  or  conditions  hereof  may be  waived  only by a
written instrument executed by or on behalf of the Party waiving compliance.  No
course of dealing on the part of DHOPCO or TOPAZ, or their respective  officers,
employees,  agents,  or  representatives,  or any  failure by DHOPCO or TOPAZ to
exercise  any of its rights  under  this  Agreement,  shall  operate as a waiver
thereof  or affect in any way the right of such Party at a later time to enforce
the performance of such provision.  No waiver by any Party of any condition,  or
any breach of any term, covenant,  representation, or warranty contained in this
Agreement, in any one or more instances, shall 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 any breach of any other term, covenant, representation, or
warranty.  The  rights  of  DHOPCO  and  TOPAZ  under  this  Agreement  shall be
cumulative,  and the  exercise  or partial  exercise of any such right shall not
preclude the exercise of any other right.

     9.8 GOVERNING LAW;  CONSENT TO  JURISDICTION.  THIS AGREEMENT AND THE LEGAL
RELATIONS  AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE
THAT  MIGHT  REFER  CONSTRUCTION  OF SUCH  PROVISIONS  TO THE  LAWS  OF  ANOTHER
JURISDICTION.  ALL OF THE PARTIES  CONSENT TO THE  EXERCISE OF  JURISDICTION  IN
PERSONAM BY THE COURTS OF THE STATE OF TEXAS FOR ANY ACTION  ARISING OUT OF THIS
AGREEMENT.  ALL ACTIONS OR  PROCEEDINGS  WITH  RESPECT TO,  ARISING  DIRECTLY OR

                                       19
<PAGE>
INDIRECTLY IN CONNECTION  WITH, OUT OF, RELATED TO, OR FROM THIS AGREEMENT SHALL
BE LITIGATED IN COURTS HAVING SITUS IN DENTON COUNTY, TEXAS.

     9.9  SEVERABILITY.  If any term or other  provision  of this  Agreement  is
invalid,  illegal,  or incapable of being  enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement 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 any adverse manner to
any Party. Upon such  determination that any term or other provision is invalid,
illegal,  or incapable of being  enforced,  the Parties shall  negotiate in good
faith to modify  this  Agreement  so as to  effect  the  original  intent of the
Parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

     9.10 ARBITRATION.

          (a)  Any  disagreement,  difference,  or  dispute  among  the  Parties
provided  in this  Agreement  to be resolved  by  arbitration  shall be resolved
pursuant to  arbitration  according to the  procedures set forth in this Section
9.10.  Either Party may commence an arbitration  proceeding  hereunder by giving
written  notice to the other Party.  No later than five (5) Business  Days after
the delivery of the notice  commencing the  arbitration  proceeding,  DHOPCO and
TOPAZ shall each select an arbitrator.  Promptly following their selection,  the
arbitrators   selected  by  Seller  and  Buyer  jointly  shall  select  a  third
arbitrator.  All  arbitrators  selected under this Agreement shall have at least
eight  (8) years of  professional  experience  in the oil,  gas,  or  accounting
industries, as applicable, and shall not previously have been employed by either
Party and shall not have a direct or indirect  interest  in either  Party or the
subject matter of the  arbitration.  The  arbitration  hearing shall commence as
soon as is  practical,  but in no event  later than  thirty  (30) days after the
selection of the third arbitrator. If any arbitrator selected under this Section
9.10(a)  should  die,  resign,  or  otherwise  be unable to  perform  his duties
hereunder,  a successor  arbitrator shall be selected pursuant to the procedures
set forth in this Section 9.10(a).

          (b) The  arbitrators  shall settle all disputes in accordance with the
Federal  Arbitration  Act and the Commercial  Arbitration  Rules of the American
Arbitration Association,  to the extent that such Rules do not conflict with the
terms of such Act or the terms of this Agreement.  Any arbitration hearing shall
be held in Denton,  Denton County,  Texas. The decision of the arbitrators shall
be final and binding on the Parties  and, if  necessary,  may be enforced in any
court of competent  jurisdiction.  The Law governing all such disputes  shall be
the Laws of the State of  Texas,  including,  without  limitation,  the  Uniform
Commercial  Code as in effect in the State of Texas,  as the same may be amended
from time to time, but without regard to conflicts of laws principles.  The fees
and expenses of the arbitrators  shall be shared one-half by DHOPCO and one-half
by TOPAZ.  Any  payment  to be made as the  result of any  dispute  resolved  by
arbitration  hereunder  shall be accomplished  pursuant to the Final  Settlement
Statement,  with the final  payments due  thereunder  being  deferred  until the
arbitrators  have  rendered  their  decisions  on all  matters to be resolved by
arbitration hereunder.

                                       20
<PAGE>
     9.11  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument,  but all of such counterparts  shall constitute for all purposes one
agreement.  This Agreement may be executed by the Parties in different locations
and shall  become  binding upon both Parties upon the exchange by the Parties of
executed  signature pages by facsimile;  provided,  however,  that no later than
five (5) Business Days after such  execution  hereof by  facsimile,  the Parties
shall have executed and delivered  each to the other a fully  executed  original
counterpart of this Agreement.

     IN WITNESS  WHEREOF,  DHOPCO and TOPAZ have executed this  Agreement on the
dates set forth below.

                                     DHOPCO:

                                     DARK HORSE OPERATING CO., L.L.C.


                                     By: /s/ S. Rand Stinnett
                                         ---------------------------------------
                                         S. Rand Stinnett, Manager

                                     DATE:
                                           -------------------------------------

                                       21
<PAGE>
SIGNATURE PAGE FOR TOPAZ PETROLEUM,  INC., TO ASSET PURCHASE AND SALE AGREEMENT,
DATED AS OF APRIL 12, 2011, BETWEEN DARK HORSE OPERATING CO., L.L.C., AS SELLER,
AND TOPAZ RESOURCES, INC., AS BUYER.

                                     TOPAZ:

                                     TOPAZ RESOURCES, INC.

                                     By: /s/ Edward J. Munden
                                         ---------------------------------------
                                         Edward J. Munden,
                                         Its Chief Executive Officer & President

                                     By: /s/ Bill A. Williamson
                                         ---------------------------------------
                                         Bill A. Williamson,
                                         Its Vice President

                                     DATE:
                                          --------------------------------------

                                       22
<PAGE>
                                  SCHEDULE 1.1

                                  DEFINED TERMS

     In addition to specific  terms  defined  elsewhere  in the  Agreement,  the
following  terms and  expressions  (if used in this  Agreement)  shall  have the
meanings set forth hereinafter:

     "Affiliate"  means,  with respect to a Party,  any Person that  directly or
indirectly  controls,  is controlled  by, or is under common  control with,  the
relevant Party.  For purposes of this  definition,  the term "control" means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management and policies of a Person,  whether through ownership
of voting securities, contract, voting trust, membership in management or in the
group appointing or electing management, or otherwise through formal or informal
arrangements or business relationships.

     "Assumed  Environmental  Liabilities" means,  collectively,  ALL CLAIMS AND
LIABILITIES (INCLUDING,  WITHOUT LIMITATION, ANY CLAIMS AND LIABILITIES RELATING
TO ENVIRONMENTAL  CONDITIONS THAT BECOME "ASSUMED ENVIRONMENTAL  LIABILITIES" BY
OPERATION OF SECTION 4.3(C),  ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY
WAY TO THE EXISTENCE OF AN ENVIRONMENTAL CONDITION ON OR RELATING TO ONE OR MORE
ASSETS  CONVEYED  BY  DHOPCO  TO  TOPAZ  PURSUANT  HERETO  (INCLUDING,   WITHOUT
LIMITATION,  CLAIMS  AND  LIABILITIES  FOR  INJURY  TO OR DEATH  OF ANY  PERSON,
PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY
OCCURRING  AS THE RESULT  THEREOF),  REGARDLESS  OF WHETHER  SUCH  ENVIRONMENTAL
CONDITION IS KNOWN, ANTICIPATED,  OR SUSPECTED AS OF THE POSSESSION TIME FOR THE
RELEVANT ASSET,  OR RESULTS,  IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT
LIABILITY OF DHOPCO OR ITS AFFILIATES,  EMPLOYEES,  AGENTS, OR  REPRESENTATIVES,
AND REGARDLESS OF WHETHER SUCH ENVIRONMENTAL  CONDITION, OR THE ACTS, OMISSIONS,
EVENTS,  OR CONDITIONS GIVING RISE THERETO AROSE,  OCCURRED,  OR EXISTED BEFORE,
AT, OR AFTER THE EFFECTIVE TIME FOR THE RELEVANT ASSET.

     "Business Day" means any day other than a Saturday, Sunday, or other day on
which commercial banks in Dallas or Denton, Texas, are required or authorized by
Law to be closed.

     "Casualty Event" means (a) any fire, explosion,  accident,  earthquake, act
of the public  enemy,  act of God, or other  similar  event or  occurrence  that
results in damage to or the destruction of any Asset,  and (b) any taking of any
Asset by condemnation or under the right of eminent domain.
<PAGE>
     "Central  Time" means  Central  Standard Time or Central  Daylight  Savings
Time, as in effect in Denton, Texas, on the date in question.

     "Claims",  for  purposes  of this  Agreement,  means  any  and all  claims,
demands, Liens, notices of non-compliance or violation,  notices of liability or
potential liability, investigations,  actions (whether judicial, administrative,
or arbitrational), causes of action, suits, and controversies.

     "Closing"  means,  for each  Asset  conveyed  by DHOPCO  to TOPAZ  pursuant
hereto,  the  consummation of the  transactions  contemplated in this Agreement,
with respect to such Asset.

     "Closing  Date" means,  for each Asset conveyed by DHOPCO to TOPAZ pursuant
thereto,  the date on which the  Closing  occurs  with  respect  to such  Asset,
determined in accordance with Section 2.2.

     "Code" means the United States Internal Revenue Code of 1986, as amended.

     "Contracts"  means all seismic or other  exploration  agreements;  farm-in,
farm-out,  and participation  agreements;  dry hole, acreage  contribution,  and
bottom hole  agreements;  partnership,  joint venture,  and similar  agreements;
Hydrocarbon purchase, sale, exchange,  gathering, storage,  transportation,  and
marketing agreements;  acquisition  agreements;  operating  agreements;  area of
interest  agreements;   balancing  agreements;   pooling,   communization,   and
unitization  agreements;  processing,  fractionation,   condensate  removal  and
handling, dehydration,  treatment, and separation agreements;  saltwater, water,
and waste  injection  and  disposal  agreements;  options;  service  agreements;
communications,  facilities,  and equipment  leases and licenses,  to the extent
transferable;  and other contracts,  agreements,  and rights owned by Seller, in
whole or in part, or to which DHOPCO is a party, to the extent that they are (i)
appurtenant  to or affect the properties  and rights  comprising the Assets,  or
(ii) used or held for use in connection  with the use,  ownership,  or operation
thereof.

     "Conveyance"   means  the   Assignment,   Bill  of  Sale,   and  Conveyance
substantially in the form attached hereto as Exhibit B.

     "Effective Time" means 7:00 a.m., Central Time, on April 12, 2011.

     "Environmental  Contaminants" means "hazardous  substances" and "pollutants
or contaminants", as those terms are defined in Section 101 of the Comprehensive
Environmental  Response,  Compensation and Liability Act ("CERCLA"),  petroleum,
including any fraction  thereof," and "natural gas, natural  liquids,  liquefied
natural  gas,  or  synthetic  gas  usable  for fuel" as those  terms are used in
Section 101 of CERCLA, any "solid or hazardous waste" as those terms are defined
or used in the Resource  Conservation and Recovery Act, and any wastes regulated
by applicable rules of the Railroad  Commission of Texas. The term also includes
naturally occurring  radioactive  material ("NORM")  concentrated,  disposed of,
released or present on,  resulting  from,  or in  association  with  Hydrocarbon
activities.
<PAGE>
     "Environmental  Condition"  means:  (a) any event or condition  (including,
without  limitation,  any Release)  with respect to air,  land,  soil,  surface,
subsurface  strata,  surface  water,  ground water,  or sediment that causes the
Assets to become  subject to (or their owner or operator to have Liability or be
potentially liable for) any removal,  remediation,  or response action under, or
not be in compliance with, any  Environmental  Law or any Permit pursuant to any
Environmental  Law; (b) the  existence  of any written or oral Claim  pending or
threatened that reasonably may be expected to subject the Assets or the owner or
the operator of the Assets to liability in favor of any  Governmental  Authority
as the result of the  alleged  violation  by such owner or operator or any other
Person of any Environmental Law as it pertains to the Assets or the existence of
any event or  condition  on the Assets  described  in this  definition;  (c) the
failure  of the  Assets to be in  compliance,  or the owner or  operator  of the
Assets to comply,  in each case in all  material  respects  with all  applicable
Environmental  Laws with respect to the Assets;  (d) the failure of the owner or
operator of the Assets to obtain or maintain in full force and effect any Permit
required under applicable  Environmental Laws with respect to the Assets; or (e)
any event or condition described in the preceding clauses (a), (b), (c), and (d)
that results,  or could  reasonably  be expected to result,  in Liability to any
Governmental Authority for any removal,  remediation, or response action, or any
other  Person for injury to or death of any  Person,  Persons,  or other  living
thing,  or damage,  loss, or destruction of property  located on the Assets.  An
event  or  circumstance  that  results  in  the  inaccuracy  or  breach  of  the
representations  and  warranties  contained  in Section  3.1(d)(iii)  or Section
3.1(j)   (insofar  only  as  such   representation   and  warranty   relates  to
environmental  matters) shall  constitute an Environmental  Condition.  The term
"Environmental Condition" includes,  without limitation,  any release, disposal,
spilling, leaking, pouring, emission,  emptying,  discharge,  injection, escape,
transmission,   leaching,  or  dumping  (collectively,   a  "Release"),  or  any
threatened  Release,  of any Environmental  Contaminants from, or related in any
way to the  use,  ownership,  or  operation  of,  the  Assets  that has not been
remedied in accordance with all applicable Environmental Laws.

     "Environmental   Laws"  means  all  applicable  Laws  (including,   without
limitation,  the  Comprehensive   Environmental  Response,   Compensation,   and
Liability Act, the Resource Conservation and Recovery Act, and the Oil Pollution
Act of 1990,  the Texas Solid Waste  Disposal Act, and  applicable  rules of the
Texas  Railroad  Commission  relating to the  management or disposal of oilfield
waste,  in each case as amended from time to time) relating to the protection of
the public  health,  welfare,  and  environment,  worker  protection,  emergency
planning,  and/or a community's right to know,  including,  without  limitation,
those Laws  relating to the storage,  handling,  and use of chemicals  and other
hazardous  materials,  those  relating to the Release,  generation,  processing,
treatment,  storage,  transportation,  disposal,  or other  management  of waste
materials  of any kind,  those  relating to the  protection  of  environmentally
sensitive areas, and employee health and safety.

     "Governmental  Authority"  means  any  governmental  or  quasi-governmental
federal, state, provincial,  county, city, or other political subdivision of the
United  States,  any  foreign  country,  or  any  department,   bureau,  agency,
commission,  court,  or other  statutory or regulatory  body or  instrumentality
thereof.
<PAGE>
     "Indemnity  Group"  means,  for either  Party,  the  Affiliates,  officers,
directors,  managers, members, partners,  employees, agents, and representatives
of the relevant Party.

     "Knowledge",  means (a) with  respect to either  Party,  knowledge of those
matters of which the relevant  Party is charged with  constructive  notice under
applicable Law, (b) with respect to TOPAZ,  the actual  knowledge of the current
directors  and  officers of TOPAZ,  and (c) with  respect to DHOPCO,  the actual
knowledge of the current managers and/or officers of DHOPCO.

     "Laws"  means  all  constitutions,   laws,  statutes,   ordinances,  rules,
regulations,  orders, and decrees of the United States, any foreign country, and
any  local,  state,  provincial,  or  federal  political  subdivision  or agency
thereof,  as well as all  judgments,  decrees,  orders,  and decisions of courts
having  the  effect  of  law  in  each  such  jurisdiction,  including,  without
limitation, all Environmental Laws.

     "Liabilities"  means,  for purposes of this Agreement,  any and all losses,
judgments, damages, liabilities, injuries, costs, expenses, interest, penalties,
taxes,  fines,  obligations,   and  deficiencies.   As  used  herein,  the  term
"Liabilities" includes, without limitation, reasonable attorneys' fees and other
costs and expenses of any Party receiving  indemnification hereunder incident to
the  investigation  and defense of any Claim that results in litigation,  or the
settlement  of  any  Claim,   or  the   enforcement   by  any  Party   receiving
indemnification hereunder of the provisions of Article IX, as applicable.

     "Lien"  means any  mortgage,  deed of  trust,  pledge,  security  interest,
encumbrance,  lien, or charge of any kind  (including any agreement to grant any
of the foregoing),  any conditional sale or title retention agreement, any lease
in the nature  thereof,  or the  filing of or  agreement  to give any  financing
statement under the Uniform Commercial Code of any jurisdiction.

     "Net  Revenue  Interest"  means,  with  respect to the Lease and Well,  the
interest in and to all  Hydrocarbons  produced and saved from or attributable to
the  Lease(s) on which such Well is located,  after  giving  effect to all valid
royalties,  overriding  royalties,  production payments,  net profits interests,
carried  interests,   reversionary   interests,   and  other  similar  interests
constituting burdens upon, measured by, or payable out of Hydrocarbons  produced
and saved from or attributable to such Lease(s) and Wells.

     "Parties" means, collectively, DHOPCO and TOPAZ.

     "Permits"  means  the  permits,  licenses,  authorizations,   certificates,
registrations,  or other approvals (other than permits and licenses constituting
Real Property  Interests) granted by any Governmental  Authority that pertain or
relate in any way to the Assets, described more particularly on Exhibit E.

     "Person" means any  individual,  corporation,  limited  liability  company,
partnership, trust, unincorporated organization,  Governmental Authority, or any
other form of entity.
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     "Property-Related Taxes" means any and all ad valorem, property, severance,
generation,  conversion,  Btu or gas,  transportation,  utility, gross receipts,
privilege,  consumption,  excise, lease, transaction, and other taxes, franchise
fees, governmental charges or fees, licenses, fees, permits, and assessments, or
increases therein,  and any interest or penalties  thereon,  other than Transfer
Taxes and taxes based on or measured by net income or net worth.

     "SEC"  means  the   Securities   Exchange   Commission   or  any  successor
Governmental Authority.

     "Transfer  Taxes" means any sales,  use, stock,  stamp,  document,  filing,
recording,   registration,   and  similar  tax  or  charge,  including,  without
limitation, any interest or penalties thereon.

     "Working  Interest" means, with respect to each Lease or Well, the interest
of  DHOPCO  that is  burdened  with  the  obligation  to bear  and pay  costs of
operations on or in respect of such Lease or Well.
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