exv10w36



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 EXHIBIT 10.36



BREA OLINDA FIELD MINERAL SALE




DATED FEBRUARY 28, 2003, EFFECTIVE JANUARY 1, 2003




TO




BLACKSAND PARTNERS, L.P.





	•	 	TRANSITION AGREEMENT (“TA”)
	 
	•	 	PAYMENT AND PERFORMANCE AGREEMENT (“PAPA”)
	 
	•	 	PURCHASE AND SALE AGREEMENT (“PSA”)




 









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MINERAL




PAYMENT AND PERFORMANCE AGREEMENT




WELL ABANDONMENT AND OIL FIELD

ACCOMMODATION PROGRAM AND

OPERATOR/NUEVO IMPROVEMENTS




 









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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE NO.

	1. DEFINITIONS 
	 	 	1	 
	1.1 PSA 
	 	 	1	 
	1.2 DEVELOPER 
	 	 	1	 
	1.3 DEVELOPMENT DECLARATION 
	 	 	1	 
	1.4 DEVELOPMENT DOCUMENTS 
	 	 	2	 
	1.4 DEVELOPMENT DOCUMENTS 
	 	 	2	 
	1.5 REIMBURSEMENT AMOUNTS 
	 	 	2	 
	1.6 DRE 
	 	 	2	 
	1.7 PARCEL 
	 	 	2	 
	1.8 PROGRAM 
	 	 	2	 
	1.9 UNAVOIDABLE DELAY 
	 	 	2	 
	2. WELL ABANDONMENT AND OIL FIELD ACCOMMODATION PROGRAM AND IMPROVEMENTS 
	 	 	2	 
	2.1 PROGRAM 
	 	 	2	 
	2.1.1 Operator’s Surface Facilities 
	 	 	3	 
	2.1.1.1 Removal of Surface Facilities 
	 	 	3	 
	2.1.1.2 Remediation Responsibilities 
	 	 	3	 
	2.1.2. Third Party Easements and Licenses 
	 	 	4	 
	2.1.3. On-Site Representative 
	 	 	5	 
	2.1.4. Reimbursement 
	 	 	5	 
	2.1.4.1. Reimbursement Plan 
	 	 	5	 
	2.1.4.2. Program Segments and Notices to Proceed 
	 	 	5	 
	2.1.5. Anchor Points and Pulling Pads 
	 	 	8	 
	2.1.6. Well Vaulting 
	 	 	8	 
	2.1.7. Insurance 
	 	 	8	 
	2.1.8. Completion of the Program 
	 	 	8	 
	2.1.8.1. Performance by Each Party 
	 	 	8	 
	2.1.8.2. Final Acceptance 
	 	 	8	 
	2.1.8.3. Liability Allocation 
	 	 	9	 
	2.1.8.4. Construction Easement 
	 	 	10	 
	2.1.9. Developer Option to Purchase Wells 
	 	 	10	 
	2.2. THE PROGRAM AND PARTY RESPONSIBILITIES 
	 	 	11	 
	I.
   Post closure-Pre Grading Events 
	 	 	11	 
	II.
  Site Clearing and Site Grading Events Within the Development Areas 
	 	 	14	 
	III. Post-Grading Events 
	 	 	18	 
	2.3 DEVELOPER IMPROVEMENTS AND ADDITIONAL PAYMENTS 
	 	 	20	 
	2.3.1
Processing Costs – Employee Costs 
	 	 	20	 
	2.3.2  Operator Improvements 
	 	 	21	 
	2.3.3. Governmental Modifications 
	 	 	21	 
	2.4 MISCELLANEOUS
	 	 	21	 
	2.4.1 Remedies
	 	 	27	 







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	 	 	PAGE NO.

	2.4.1.1 Default/Cure 
	 	 	21	 
	2.4.1.2 Remedies Cumulative 
	 	 	21	 
	2.4.1.3 Waiver 
	 	 	22	 
	2.4.2. Continuous Operation 
	 	 	22	 
	2.4.3. Assignment 
	 	 	23	 
	2.4.4 Subdivision Maps and Applications 
	 	 	23	 
	2.4.5. Captions 
	 	 	23	 
	2.4.6. Invalidity of a Provision 
	 	 	23	 
	2.4.7. Notices 
	 	 	23	 
	2.4.8. Binding Effect 
	 	 	25	 
	2.4.9. Further Assurances 
	 	 	25	 
	2.4.10. Time of Essence 
	 	 	25	 
	2.4.12. Attorneys’ Fees 
	 	 	26	 
	2.4.13 Payments 
	 	 	26	 
	2.4.14 Applicable Law 
	 	 	26	 







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ATTACHMENTS




	 	 	 
	Attachment 1

	 	LEGAL DESCRIPTION OF LAND
	Attachment 2

	 	LIST OF ENGINEERING FIRMS PER SECTION 2.1.9
	Attachment 3

	 	OIL FIELD RELATED THIRD PARTY
EASEMENTS AND LICENSE – TPEL
	Attachment 4

	 	BREA FIELD DEVELOPMENT ACCOMMODATION PROGRAM







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MINERAL




PAYMENT AND PERFORMANCE AGREEMENT




     This Payment and Performance Agreement (“Agreement” or “PAPA”) is made
this 28th day of February, 2003, by and between NUEVO ENERGY COMPANY, a
Delaware corporation (“Nuevo”) and BLACKSAND PARTNERS, L.P., a Texas Limited
Partnership (“Operator”). Such entities are hereinafter individually or
collectively referred to as a “Party” or the “Parties.”



PREAMBLE:




     A. Concurrently herewith, Operator has acquired from Nuevo that certain
real property consisting of mineral interests located in Orange County,
California, more particularly
described on Attachment “1” which is appended hereto and incorporated
herein by this reference (“Minerals”).



     B. In accordance with the Purchase and Sale Agreement of even date
herewith, pursuant to which Operator is acquiring the Minerals, the Parties wish to
set forth herein certain obligations of Operator, Nuevo and Developer (defined below in Section
1.2) regarding the Program (defined below in Section 2.1) and the construction of other
improvements.



     C. As described herein and in the Development Declaration (defined in
Section 1.3), Operator has assumed certain obligations with respect to the Program,
which, pursuant to this Agreement, Nuevo is required to perform.



     NOW, THEREFORE, in consideration of the PREAMBLE and the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, including without
limitation the conveyance of the Minerals to Operator by Nuevo, the Parties
hereby covenant and agree as follows:



     1. Definitions. Unless otherwise expressly provided herein, the following
words and phrases when used in this Agreement shall have the following
meanings; all terms not specifically defined herein shall have the meaning
prescribed for them in the PSA or elsewhere in the Development Documents.



         1.1 PSA. “PSA” or “Purchase and Sale Agreement” shall mean that certain
agreement described in Paragraph “B” of the Preamble to this Agreement.



         1.2 Developer. “Developer” shall mean Nuevo as the initial applicant to
Governmental Agencies for development of the Project or any entity (or
entities collectively or
individually) which subsequently acquires all or any portion of the
surface fee interest in the
Parcel for the purpose of developing all or a portion of the Project, from
and after the effective
date of such acquisition.



         1.3 Development Declaration. “Development Declaration” shall mean that
certain Declaration of Development Covenants, Conditions and Restrictions
encumbering the Parcel between Nuevo and Operator and recorded as described in
the Repository Instructions.



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         1.4 Development Documents. “Development Documents” shall have the
meaning prescribed in the PSA.



         1.5 Final Acceptance. “Final Acceptance” means the date on which
Developer or Operator has delivered an Acceptance Confirmation for those
activities in each
Program Segment set forth in Section 2.1.4.2, after it has conducted a
final inspection of all work
performed by the other or Nuevo in connection with the activity.



         1.6 Reimbursement Amounts. “Reimbursement Amounts” shall have the
meaning given in Section 2.1.4.1. of this Agreement.



         1.7 DRE. “DRE” shall mean the California Department of Real Estate or such
other governmental agency of the State of California which administers the
sale of subdivided
lands pursuant to Sections 11000 et seq. of the California Business and
Professions Code, or any
similar California statute hereinafter enacted.



         1.8 Parcel. “Parcel” shall mean all that certain real property described on
Attachment “1” which is appended hereto and incorporated herein by this
reference, less and
except the Minerals acquired by Operator.



         1.9 Program. “Program” has the meaning set forth in Section 2.1.



         1.10 Unavoidable Delay. “Unavoidable Delay” shall mean any prevention,
delay or stoppage in the completion of a Party’s Work as defined herein
caused by fire,
explosion, unavailability or breakdown of machinery or equipment or by
acts of God, war, riot,
civil insurrection, labor disputes, inability to obtain labor or materials
or reasonable substitutes
therefor, any order, regulation, request or recommendation of a
Governmental Agency, or other
similar matters or causes beyond the reasonable control of the responsible
party other than for
the payment of money; provided, however, that nothing in this Section
shall excuse the
performance of any act rendered difficult solely because of the financial
condition of a party.



     2. Well Abandonment and Oil Field Accommodation Program and
Improvements.



         2.1 Program. Nuevo, at no cost and expense to Operator except as may be
expressly provided in this Agreement, shall conduct a well abandonment and oil
field accommodation program for the Parcel composed of those tasks and
activities which are described in this Section 2 and are specifically set out
in Attachment 4 hereto, which, together with those tasks and activities of
Developer described in this Section 2 and specifically set out in Attachment 4
are hereinafter referred to as the “Program.” In connection with the
performance of the Program, Nuevo shall, in the event of conveyance of the
Parcel, enter into an agreement with any successor Developer which will provide
for the performance by Developer of those tasks and activities described in
this Section 2 as Developer’s responsibility. The Program shall be undertaken
with Operator’s cooperation, and in accordance with standards promulgated at
the time of such work by the California Department of Conservation, Division of
Oil, Gas and Geothermal Resources (“CDOGGR”) or such other governmental agency
having jurisdiction



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over the activity, other legal and regulatory requirements, as amended from
time to time (but such amendment applicable only to those activities for which
Final Acceptance has not been received), and good oil field practices, all
subject to the terms of this Agreement. Generally, the Program will be
accomplished as follows:



               2.1.1 Operator’s Surface Facilities.



                     2.1.1.1 Removal of Surface Facilities and Subsurface
Pipelines. Nuevo shall remove certain of Operator’s surface equipment as
specified in Attachment 4, to the extent and when necessary in accordance with
the applicable Developer Notice to Proceed within the Development Areas and
lands adjacent thereto, including those areas designated for continued oil and
gas operations, to accommodate Developer’s Grading Plan. This will include,
but not be limited to, pumping units, concrete cellars and concrete pads
immediately contiguous to the wellheads, power poles, transformers, manifolds,
test bubbles, compressors, tanks, vessels and above ground pipelines. In
addition, Nuevo shall drain, flush and cap subsurface pipelines, to the extent
and when necessary in accordance with the applicable Developer Notice to
Proceed within the Development Areas and lands adjacent thereto to accommodate
Developer’s Grading Plan. Removal of subsurface pipelines to the extent deemed
necessary or desirable shall be the responsibility of Developer. Prior to
Nuevo’s commencement of work, Operator shall isolate and cease operation of
all equipment and facilities to be removed and shall take such other steps as
are reasonably necessary to allow such removal to be conducted in accordance
with all applicable regulatory requirements and consistent with good oil field
practices. The surface equipment will be removed from such wells, not just
those to be abandoned, to facilitate the grading. Each wellhead will be
surveyed and marked by Operator one (1) time only and Nuevo and Developer will
inspect and approve the markings. After inspection and approval of the well
markings, Developer will be responsible for grading around the well casings
without damaging them. Upon approval of the well markings, Developer shall
proceed in a timely manner and be responsible to pay, and shall be solely
liable for, any and all damage to any wells caused by Developer’s grading
operations.



     The acts or omissions of Developer or Nuevo in accordance with the terms
of this Agreement may not be imputed to Operator unless expressly stated
herein. Developer and Nuevo are each performing their obligations hereunder as
independent contractors and not as a subcontractor or agent of Operator.
Furthermore, the actions or omissions of Operator must be based upon a
specific duty imposed by this Agreement or law upon Operator, and not
delegated to Nuevo.



         2.1.1.2
Remediation Responsibilities. Should Developer encounter soil
that appears to be crude oil or oil well production impacted (evidenced by
staining or odor), Developer shall immediately notify Operator’s field
operations person and Nuevo’s on-site representative. Developer shall be fully
responsible for funding, implementing and completing all environmental testing,
assessment, remediation, monitoring, reporting or other requirements (with the
assistance of Operator or Nuevo if the absence of such assistance would prevent
Developer from properly performing such responsibilities) with respect to such
crude oil or oil well production impacts. To the extent that such crude oil
impact or oil well production impact is associated with active and producing
wells or operational pipelines or facilities, Operator shall be responsible for
completion of any required well, pipeline or facility repairs. Notwithstanding



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the foregoing, Nuevo at its sole cost and expense shall be and remain
responsible for (i) those remediation activities described in the approved
Remedial Action Plan submitted December 16, 1999, as amended October 3, 2001,
December 27, 2001 and January 13, 2003 (“EIR Remediation”) and (ii) crude oil
or other oil well production releases that result from work and activities
undertaken by Nuevo in furtherance of this Agreement. Upon discovery of crude
oil or oil well production contamination in the vicinity of a well identified
in Schedule B of Attachment 4 or temporary or permanent pipeline or facility,
Operator’s field operations person, Nuevo’s onsite representative and
Developer’s on site representative shall determine as soon as reasonably
practical if the soil is crude oil impacted as a result of a leak caused by
(i) Operator’s ongoing production activity in which event costs associated
with cleanup and remediation to oil field standards shall be the
responsibility of Operator, (ii) the activities of Nuevo in performance of the
Program including EIR Remediation in which event costs associated with cleanup
and remediation shall be the responsibility of Nuevo or (iii) from any other
causes in which event the costs associated with cleanup and remediation,
including costs to bring cleanup associated with ongoing production activities
from oil field standards to residential standards, together with clean up and
remediation of all contamination other than the EIR Remediation, shall be
Developer’s responsibility. The Parties agree that if Operator’s field
operations person and Developer’s and Nuevo’s on site representatives cannot
make such a determination or cannot agree on the source of the apparent soil
contamination within seven (7) business days, Nuevo, Developer and Operator
will designate a representative from a reputable, soils engineering firm that
routinely does soils work (“Soil Firm”) who is familiar with soil
contamination issues to designate the source of the apparent soil
contamination. If the parties are unable to select a Soils Firm, any party to
this Agreement may make application to the Superior Court of Orange County for
the timely appointment of a Soil Firm. The Soil Firm’s representative shall
take a sufficient number of samples to permit initial and follow-up testing
and such representative’s determination as to all matters, including the
allocation of costs, including its fees, shall be final and binding on the
parties hereto. The parties shall use their commercially reasonable efforts to
secure the determination by the Soil Firm’s representative of the source of
the apparent soil contamination shall be made as soon as practicable after
notification to the Soil Firm. If the Soil Firm’s representative cannot make a
conclusive determination as to the source of the apparent soil contamination,
the soil contamination shall be presumed to have been from other than ongoing
production activity. The party whose actions are found to have created the
contamination shall in addition to the clean up and remediation cost, pay for
the Soil Firm’s work; and if more than one party is found to have created such
contamination, the costs of the Soil Firm’s work will be prorated by such firm
among the parties creating the contamination in proportion to that Parties’
contribution to such contamination.



               2.1.2. Third Party Easements and Licenses. Nuevo and Operator will
cooperate with Developer in attempting to remove and/or relocate from the
Development Areas oil field related easements and licenses for pipelines
(“TPEL”) belonging to other entities, including those of Southern California
Edison. Nuevo is not aware, to the best of its knowledge, of any other TPEL on
or affecting the Parcel except as described in Attachment “3,” hereto. Nuevo
and Operator shall not be required to incur any costs, in their efforts to
cooperate in the removal and/or relocation of the TPEL. Temporary pipelines may
be required in some areas while the grading is in progress. Operator and Nuevo
will use commercially reasonable efforts, at no cost to Operator and Nuevo, to
assist Developer at Developer’s expense in causing these pipelines to be
reinstalled by the respective companies in permanent easements after the
grading



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is complete. Operator agrees that upon Developer’s written notice, Operator
will assist Developer in giving notice to the third party companies in an
attempt to have the pipelines
removed and replaced. Operator and Developer acknowledge receipt of copies of
the easement documents, both recorded and unrecorded, listed on Attachment “3”
hereto and incorporated herein by this reference.



               2.1.3. On-Site Representative. Nuevo, Operator and Developer shall
each have the right to have representatives on-site both before the
grading begins and during the
grading operations on the Parcel to observe such grading operations.
Developer agrees to give
Operator sufficient notice prior to commencement of grading to allow
Operator to arrange to
have a representative on-site at Operator’s cost, if Operator so elects.



               2.1.4. Reimbursement.



                     2.1.4.1. Reimbursement Plan. Operator and Nuevo agree
that the costs to implement the Program (“Reimbursement Amounts”) shall not be
borne by Operator, unless otherwise provided herein. Notwithstanding any term
in the Agreement to the contrary, Operator shall only be responsible for the
cost of incremental work, if any, requested by Operator under Section 2.3.2.
The parties recognize that the Project may be modified as a result of new or
additional governmental requirements or as a result of the mutual agreement of
the Developer and Operator or among Developer, Operator and Nuevo as specified
herein. In no event shall any modification requested by Developer or any
additional or new governmental requirements prior to Final Acceptance result in
costs, expenditures or commitments by Operator.



                     2.1.4.2. Program Segments and Notices to Proceed. The
Program shall be implemented into segments as shown below, and each Program
Segment shall commence upon proper receipt of a written notice issued by
Developer and delivered to Nuevo and Operator specifying the Program Segment to
be performed (“NTP”), as follows:



	 	 	 	 	 	 	 
	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	Pre-Phase I Initial Activity	 	NTP will be issued as mutually
agreed between Nuevo and Developer.	 	 
	•

	 	Preliminary and detailed
engineering and design
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Permitting
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Remediation required by EIR
	 	 	 	Developer
	 
	 	 	 	 	 	 
	•

	 	Initial abandonment of 25 idle
and reabandoned wells
	 	 	 	Not Applicable







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	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	Pre-Phase I Intermediate Activity	 	NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without permits, as
mutually agreed between Nuevo and
Developer.	 	 
	•

	 	Begin procurement of all required
materials and equipment


	 	 
	 	Not Applicable
	•

	 	Remove infrastructure and initial
abandonment of active wells
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Begin construction of tank farm and
field infrastructure
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Pre-Phase I Final Activity	 	NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without permits, as
mutually agreed between Nuevo and
Developer.	 	 
	•

	 	Complete construction of tank farm
and field infrastructure


	 	 
	 	Operator
	•

	 	Construct power system
	 	 	 	Operator
	 
	 	 	 	 	 	 
	•

	 	Temporary removal of equipment
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Phase I	 	NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without
permits, as mutually agreed between
Nuevo and	 	 
	•

	 	Raise/lower Phase I well heads
	 	Developer.
	 	Operator
	 
	 	 	 	 	 	 
	•

	 	Final abandonment of Phase I wells
	 	 	 	Developer
	 
	 	 	 	 	 	 
	• 

	 	Accommodation of retained wells
	 	 	 	Operator (and Developer for limited
purpose of design compliance)
	 
	•

	 	Remove infrastructure and initial
abandonment of Phase II wells
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Temporarily remove Phase II retained

well equipment
	 	 	 	Not Applicable







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	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	Phase II	 	NTP will not issue prior to receipt
of all required Operator permits or,
to the all required Operator permits
or, to the extent certain activity can
be commenced without permits, as	 	 
	•

	 	Raise/lower Phase II well heads

	 	mutually agreed between Nuevo and
Developer.
	 	Operator

	 
	 	 	 	 	 	 
	•

	 	Final abandonment of Phase II wells
	 	 	 	Developer
	 
	 	 	 	 	 	 
	•

	 	Accommodation of retained wells (21
wells)
	 	 	 	Operator (and Developer for limited
purpose of design compliance)
	 
	 	 	 	 	 	 
	•

	 	Remove infrastructure and initial
abandonment of Phase III wells (8
wells)
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Temporarily remove Phase II retained

well equipment
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Phase III	 	NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without
permits, as mutually agreed between Nuevo and Developer.	 	 
	•

	 	Raise/lower Phase III well heads



	 	 
	 	Operator
	•

	 	Final abandonment of Phase III wells
	 	 	 	Developer
	 
	 	 	 	 	 	 
	•

	 	Seismic Sensor installation
	 	 	 	Developer







     Upon receipt of the NTP for any Program Segment specified above,
Nuevo shall be obligated to commence the required work within forty-five
(45) days and complete the work within the time duration specified in
Attachment 4. Operator shall cooperate in good faith with Nuevo and
Developer in the implementation of the Program. Operator shall (i)
promptly process all permit requests; (ii) at its cost comment on all
submittals of specifications or plans within ten (10) business days of
receipt thereof; and (iii) at its cost make all facilities available for
accommodation under the Program such that Nuevo may commence the Program
Segment within 45 days of receipt of a NTP. To the extent that Operator
fails to fully and timely cooperate with Nuevo, and Nuevo, as a result of
Operator’s acts or omissions, incurs penalties, damages or incremental
costs in performing the Program, such penalty, damage or cost shall be
the responsibility of Operator and Operator hereby agrees to defend,
indemnify and hold Nuevo harmless therefrom. Operator shall also be
liable to Developer for any and all incremental reasonable cost or
expense incurred by Developer in the development of the Development Areas
as a result of Operator’s failure to comply with the provisions of this
Section. Operator expressly agrees to pay such incremental Developer
costs and defend, indemnify and hold Nuevo harmless therefrom. In
addition to the foregoing, should Operator fail to temporarily or
permanently shut in any well in accordance with the Program, Nuevo shall
have the right, but not the obligation to shut-in such well at Operator’s
sole risk and expense. In the event Developer abandons or suspends the
Program other than as a result of Unavoidable Delay, and does not resume
Program activity within the time period specified in Section 2.4.1.1
after receiving written notice from Operator, Nuevo shall restore such
wells to production at Developer’s risk and sole expense provided that
Nuevo has been prepaid by Developer an amount adequate to restore such
wells.



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To the extent Nuevo acts as the Developer hereunder and fails properly to
carry out the responsibilities and obligations allocated to Developer in this
Section 2, Operator, after ten (10) days written notice to Nuevo, may take
over and discharge such responsibilities and obligations at the sole cost and
expense of Nuevo, to be reimbursed in cash to Operator within thirty (30) days
of proper completion of such Work by Operator, fully in compliance with this
PAPA and all plans and specifications for such Work.



               2.1.5. Anchor Points and Pulling Pads. As part of the Program, Nuevo
shall be responsible for construction of the anchor points and pulling
pads necessary for
Operator’s continuing Oil Operations within the Exclusive Use Areas and
Joint Use Areas within
the Development Areas and graded areas adjacent thereto.



               2.1.6. Well Accommodation. As part of the Program, Nuevo will
relocate below the surface of the Parcel, all operating wellheads in the
Development Areas, and
those required wells within the adjacent grading areas and Public Park
areas, and as required by
appropriate Governmental Agency rules as more particularly set out in
Attachment 4, Schedule B.



               2.1.7. Insurance. Each Party shall use commercially reasonable efforts to
name the other parties as Additional Insureds, on each Party’s standard
blanket insurance policy
covering its activities related to the Minerals or in connection with the
Program Improvements,
for the duration of their construction or their activities on the Minerals
and any portion of the Parcel.



               2.1.8. Completion of the Program.



                     2.1.8.1. Performance by Each Party. Nuevo shall timely
commence and complete each Program Segment within the time duration specified
in Attachment 4 after receipt of all required permits for such Segment. Phase
I, II and III Segments will not commence until after completion of Developer’s
grading for that Segment. In no event shall Nuevo or Operator be obligated to
design, construct or install any improvements nor undertake work or activities
other than those specified in Attachment 4. Should Developer or Operator’s
failure to perform, including, without limitation, pursuant to Section 2.1.4,
other than for the payment of money, or should Nuevo’s failure to complete any
aspect of the work or any Program Segment result from an Unavoidable Delay,
such required performance shall be excused for the period of time that the
Unavoidable Delay prevents performance and the time duration for the Program
Segment shall be extended by the length of time performance is delayed.
Provided, however, that nothing in this Section shall excuse the performance of
any act rendered difficult solely because of the financial condition of a
party. In the event that any delay due to Unavoidable Delay is anticipated by a
Party, such Party shall promptly notify the other parties of such delay, its
cause and the estimated duration of the delay. Each Party shall exercise due
diligence to shorten, mitigate and avoid the effects of the delay and shall
keep all Parties informed as to its efforts.



                     2.1.8.2. Final Acceptance. Developer and Operator
shall
respectively conduct a final inspection of those activities in each Program
Segment as set forth in Section 2.1.4.2 as to the items by their name in the
“Acceptance Confirmation” in such section



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within fifteen (15) days of written notice of completion. In addition Operator
shall have the right, but not the obligation, to perform a final inspection of
the Developer’s work and comment on the same. Developer and Operator shall
deliver to Nuevo (with a copy to the other) (i) its written confirmation of
“Final Acceptance of all matters” (each an “Acceptance Confirmation”) for each
activity in a Program Segment designated for its Acceptance or (ii) an
Acceptance Confirmation of all matters it considers as completed and a
detailed description of any items in the Program Segment designated for its
Acceptance which it in good faith cannot give “Final Acceptance” together with
its requirements therefor. The issuance of an Acceptance Confirmation of each
completed activity within the Program Segment and of all matters shall be
contingent upon acceptance of the work by the appropriate governmental
authority to the extent required. If the parties cannot resolve any item for
which an Acceptance Confirmation has not been given within 30 days, such
unresolved item shall be submitted to arbitration in accordance with this
Agreement. Upon completion of any outstanding items, Operator or Developer
shall deliver an Acceptance Confirmation thereof to Nuevo and the other within
10 days of such completion. After Final Acceptance, Developer shall be
responsible for and shall release, hold harmless and indemnify Operator and
Nuevo from all claims, demands, losses or damages, of any sort whatsoever,
relating to the design, engineering, permitting, maintenance, repair,
replacement, relocation, removal and reinstallation of any abandoned wells,
pipelines or facilities located within or adjacent to the Development Areas
and all other matters for which it has given an Acceptance Confirmation and,
together with all other work performed hereunder shall be referred to as
“Developer Liability”. After Final Acceptance, Operator shall be responsible
for and shall release, hold harmless and indemnify Developer and Nuevo from
all claims, demands, losses or damages of any sort whatsoever, relating to the
design, engineering, permitting, installation, repair, relocation, removal and
reinstallation of all active wells, pipelines or facilities and all other
matters for which it has given Final Acceptance (“Operator Liability”). It is
the intention of the Parties that upon Final Acceptance, Nuevo shall have no
further liability or obligation with respect to the Program and the wells,
equipment and facilities accommodated under the Program. Upon Final
Acceptance, Nuevo and Operator shall be relieved of any and all liability
directly or indirectly related to Developer Liability; provided that
notwithstanding the foregoing, so long as Nuevo is Developer, Nuevo shall not
be relieved of Developer Liability. Upon Final Acceptance, as between Nuevo
and Operator, Nuevo shall be relieved of further liability or obligation and
Operator shall indemnify, release and hold Nuevo harmless from any and all
claims, including third party claims, related to Operator Liability.
Notwithstanding anything to the contrary contained herein, Operator, prior to
Final Acceptance, shall not be liable or responsible for any increased costs
which result from governmental requirements to obtain additional permits or
remediate or restore the Parcel to a higher standard resulting from the real
estate development and all such incremental or increased costs shall be the
responsibility of Developer.



                     2.1.8.3. Liability Allocation. Notwithstanding the above or
the Indemnities Developer gives in its agreement to purchase the Parcel, at any
time prior to Final Acceptance, Developer may, in its reasonable discretion,
seek arbitration as provided in Section 2.1.4.3 against Nuevo to obtain damages
for losses suffered as a result of the failure of Nuevo to timely or properly
complete the Program Segment or work thereunder. All disputes between any of
the Parties herein shall be resolved through arbitration. Any award in such
arbitration shall be limited to the recovery of actual direct damages incurred
by Developer.



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Developer shall not be entitled to indirect, consequential, special, exemplary
or punitive damages. After Final Acceptance by Developer, Developer shall have
no cause of action with respect to Developer’s Liability against Operator or
Nuevo, or their successors or assigns. After Final Acceptance by Operator,
Operator shall have no cause of action against Developer or Nuevo or their
successors or assigns for Operator’s Liability but Operator or Developer may,
in its reasonable discretion, maintain a lawsuit, arbitration or other action
against any construction entities hired by Nuevo (but not Nuevo itself) to
perform work on the Parcel pursuant to a written contract (“Construction
Entities”), to obtain damages for losses suffered as a result of Nuevo’s
failure to timely or properly construct the completed work, to the extent
caused by such Construction Entities. In that regard, to the extent it
possesses and may assign same, Nuevo hereby conveys, transfers and assigns
(and, if necessary, will convey, transfer and assign at such time as such cause
of action arises) to Operator and Developer a non-exclusive assignment of its
rights and interests in and to any relevant contracts or subcontracts, for the
limited purposes stated herein, without any obligation by Nuevo to participate
in such lawsuit or action, as a party or otherwise, and without any
responsibility, warranty, representation or liability for any outcome pursuant
thereto or damages awarded therein. Construction Entities include contractors,
subcontractors, materialmen or other independent entities, but not Operator or
Nuevo, their respective constituent partners, officers, employees or any other
related entities. Upon ten (10) days written request, Nuevo will provide
Operator and Developer with a list of such Construction Entities which have
supplied Operator and/or Nuevo with the Preliminary Notice prescribed by the
California Civil Code for the maintenance of mechanic’s lien rights (See
Exhibit “F” to the PSA). Nuevo further agrees to not enter into any contract
with a Construction Entity that waives the liability for such entity’s
negligence.



                     2.1.8.4. Construction Easement. Operator and Developer,
their respective successors and assigns, hereby grant to Nuevo together with
the right to partition, grant and transfer the same, a nonexclusive easement
in gross over the Parcel to the extent necessary to complete all work required
by the Program.



               2.1.9. Developer Option to Purchase Wells. Developer may at any time prior
to commencement of grading, elect to purchase any or all of Operator’s active
wells lying within the Development Areas solely for the purpose of well
abandonment by giving notice by certified mail of such well designation. The
value of a producing oil well or an injection well shall be determined by
mutual agreement of the parties taking into consideration the current condition
of the well, the reserves assigned to the well, the well’s production,
operating cost, plugging and abandonment cost, for an injector well, the
replacement cost, and any other matter deemed relevant. For purposes of this
Section 2.1.9, the value of a well shall be equal to the average of the values
determined by the reserve engineers, one to be selected by each party from the
list attached as Attachment 2. Each party shall select one company from such
list by providing written notice thereof within ten days of the certification
date of Operator’s notice. The value, once determined, shall be final. Prior to
grading, the determined value shall be paid by Developer to Operator, and such
costs to Developer shall not be considered as costs to implement the Program.
Developer shall notify Operator within ten (10) days of receipt of the
determination of values which wells it elects to purchase. Developer shall pay
the amount to Operator within twenty (20) days of such notice. Upon receipt of
such payment, Operator shall promptly (i) shut in any applicable wells, if
active, and (ii) deliver to Developer a Bill of Sale for



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any such well and transfer operatorship to Developer. Developer shall (iii)
assume operatorship and obtain all necessary permits and governmental
approvals to act as Operator, (iv) not return any well it purchases to
production, and (iv) cause such wells to be plugged and abandoned and all
gathering lines and facilities abandoned and, if above ground, removed all in
accordance with all Governmental Agency regulatory requirements at Developer’s
sole cost and expense in the same time and manner required of Operator under
the Program. Any ancillary costs associated with the purchase and plugging and
abandonment of any such wells and removal of facilities therefor shall not be
considered as Reimbursement Amounts.



         2.2. The Program and Party Responsibilities. Except as otherwise provided
herein, Operator, Nuevo and Developer shall cooperate in the completion of the
Program and each Party shall perform its obligations in a commercially
reasonable manner, and in good faith, as described below and elsewhere herein:



     I. Post closure-Pre Grading Events



         A. Operator and Nuevo have mutually agreed or, if so indicated, shall
mutually agree, in a manner consistent with Attachment 4 hereto, to the
following matters as more specifically set out in Attachment 4 and schedules
thereto:




	i.	 	the location and size of the area
for the expansion of the existing Tonner Canyon Tank
Farm (“Tank Farm”), which will be required prior to the
decommissioning of the existing East Naranjal Tank Farm
(“EN Tank Farm”).
	 
	ii.	 	the general alignment and grade for
service lines to the Tank Farm and plan facilities to
accommodate the operating wells previously served by
the East Naranjal Tank Farm. (References to grade
within this Agreement refer only to those lines for
which burial is required.) The final alignment and
grade will be mutually agreed to so as to avoid
conflict with future development to the extent possible
and to avoid future interruption of service.
	 
	iii.	 	the general alignment and grade for
the surface and subsurface installation of the 12KV
service line from the existing electrical substation to
the new site and to the existing Stearns gas plant
location (“Gas Plant”). The final alignment and grade
have been selected as to minimize conflict with future
development and avoid future interruption of service.
	 
	iv.	 	INTENTIONALLY OMITTED
	 
	v.	 	shall mutually agree upon the
location, alignment and grade of the “sales point” for
the ConocoPhillips (formerly Tosco) pipeline to serve
the Tank Farm.




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	vi.	 	shall mutually agree upon the location, alignment and
grade of the gas gathering system and associated facilities, and
service lines between the Gas Plant and the Tank Farm.
	 
	vii.	 	shall mutually agree upon the final grade elevations for
each existing well remaining in the Development Areas, or impacted
by grading for the Development Areas.
	 
	viii.	 	shall mutually agree upon access plans to provide for
interim and final access to accommodate the Program work and all
future oilfield-related activities.





         B. Developer, at Developer’s cost and expense, shall:




	i.	 	Prepare the Grading Plan and process it through the
appropriate Governmental Agency. The Grading Plan shall be
designed to be completed in three phases to correspond to the work
set out in Attachment 2, all as approved by the appropriate
Governmental Agency.
	 
	ii.	 	Prepare a soils and geological review of the Grading Plan.
	 
	iii.	 	Satisfy, or cause to be satisfied, all mitigation measures
precedent to grading found in the Final Tonner Hills EIR.
	 
	iv.	 	Prepare a preliminary utility master plan (“Street and
Utility Improvement Plans”) to serve as a basis for the Facilities
Plan (see C.v., below) and to be submitted to, and approved by,
the appropriate Governmental Agency.
	 
	v.	 	Provide grade elevations for all wells to be retained or
abandoned within the Development Areas or impacted by grading
required for the Development Areas.
	 
	vii.	 	Obtain coverage under the National Pollutant Discharge
Eliminating System (NPDES) statewide General Construction Activity
Stormwater Permit from the State Water Quality Control Board.
	 
	viii.	 	Cause a Remedial Action Plan to be completed and processed
through the County of Orange Health Care Agency, Division of
Environmental Health, or such agency as may have current
jurisdiction of any identified contaminants.




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         C. Nuevo at Developer’s cost and expense shall:




	i.	 	Complete construction drawings for the expanded Tank Farm
and facilities related thereto and process them through the
appropriate Governmental Agencies (including, if necessary, the
South Coast Air Quality Management District).
	 
	ii.	 	Complete improvement and relocation plans and process them
through the appropriate Governmental Agencies (as necessary) for
the relocation of the Tank Farm service lines, the East Naranjal
Tank Farm service lines, the Gas Plant service lines, natural gas
gathering lines and 12KV power lines.
	 
	iii.	 	Prepare and submit the well abandonment program, as set
out in Attachment 4, for permitting through CDOGGR.
	 
	iv.	 	Prepare schematic facilities plans for pipelines and
facilities (“Facilities Plan”) to service the wells to be
accommodated within and adjacent to the Development Areas.
	 
	v.	 	Construct the Tank Farm improvements.
	 
	vi.	 	Remediate the identified contaminated soils associated with
the EN Tank Farm. Exhumed soils will be isolated and stockpiled for
placement by Developer with the grading of the first phase of
development in accordance with the approved Remedial Action Plan.
Exhumed soils not meeting the criteria for placement on site will
be removed from the site for appropriate disposal.
	 
	vii.	 	Decommission the EN Tank Farm once the service lines are
connected to the improved Tank Farm.
	 
	viii.	 	Construct the new service lines as required to the Tank
Farm, rerouting lines currently serving the East Naranjal Tank
Farm, and prepare as-built plans for those service lines which are
permanent.
	 
	ix.	 	Drain, flush and mark for grading any identified abandoned
EN Tank Farm and Tank Farm pipelines.
	 
	x.	 	Construct the temporary or permanent (as applicable) gas
gathering lines and facilities to the Gas Plant.
	 
	xi.	 	Flush and mark any identified abandoned below ground
pipelines and facilities for grading.
	 
	xii.	 	Relocate the 12KV line from the existing electrical
substation to the existing Gas Plant and Tank Farm as necessary.




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	xiii.	 	Locate and mark all identified
pipelines and facilities within the area to be graded.
	 
	xiv.	 	Relocate the point of sale for the
ConocoPhillips (formerly Tosco) pipeline to the
relocated ConocoPhillips (formerly Tosco) pipeline to
connect to such new point of sale.
	 
	xv.	 	Complete the design drawing for all
service-related facilities not otherwise contemplated
herein.
	 
	xvi.	 	Prepare and submit fire and seismic
protection plans for accommodated facilities.





     II. Site Clearing and Site Grading Events Within the Development
Areas.



         A. Upon notice from Developer of the issuance of a grading permit, and
prior to site clearing, Nuevo, with the cooperation of Operator, shall, after
the receipt of the NTP on a Segment-by-Segment basis, in accordance with the
work associated with the Program Segment as further set out in Attachment 4:




	i.	 	“Shut in” the appropriate wells as necessary; and all appurtenant
service lines and pipelines for such wells will be
drained, flushed and marked in place.
	 
	ii.	 	Disassemble and remove the surface facilities for such wells (test
bubbles, manifolds, valves, etc.).
	 
	iii.	 	Remove all well site equipment associated with such wells.
	 
	iv.	 	Remove all of Operator’s surface and subsurface power lines and
transformers.
	 
	v.	 	Relocate, as necessary, power lines, pipelines and facilities
to service wells located outside of the Development Areas.
	 
	vi	 	Cause all identified wells impacted by grading to be clearly marked.
	 
	vii.	 	Commence well abandonment operations
for those wells that are to be permanently abandoned.
Identify and isolate any contaminated soils associated
with the wells for remediation as called for in the
approved Remedial Action Plan. Soils not meeting the
criteria for placement in deep fills, if any, will be
removed from the site for appropriate disposal.




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	viii.	 	Remove and crush all well cellars
associated with the wells to be abandoned and
accommodated; the concrete will be crushed, and
stockpiled for later placement by Developer.
	 
	ix.	 	Maintain full authority over the cleanup and remediation
operations for any crude oil released as a result of
Developer’s performance. All such costs shall be for
the account of Developer.
	 
	x.	 	Provide Developer with copies of all inspection records and
reports and test results for any contaminated soils
associated with the well work.





     B. Upon the issuance of a grading permit, Developer at Developer’s cost
shall, on a Segment-by-Segment basis, in accordance with the work associated
with the applicable Program Segment as further set out in Attachment 4:




	i.	 	Provide construction staking to
define the limits of the area to be cleared and
developed.
	 
	ii.	 	If not previously commenced, notify
the appropriate Governmental Agencies and all
interested parties of the commencement of the soils
remediation program as required under the approved
Remedial Action Plan. (This assumes that the majority
of the soils remediation efforts will occur during the
grading operations, and will utilize a modified direct
burial approach.)
	 
	iii.	 	Coordinate grading with Nuevo, such
that the scheduled sequence of wells to be shut-in or
abandoned, as appropriate, is consistent with
Developer’s grading program.
	 
	iv.	 	Provide notice to the grading
contractor as to the well locations and the necessity
of avoiding wells during the clearing and grading
operation(s).
	 
	v.	 	Cause a comprehensive health and
safety plan to be prepared and submitted to Nuevo and
Operator and all the appropriate Governmental Agencies
prior to commencement. The plan shall cover both
grading and remediation activities.
	 
	vi.	 	If not previously remediated by Nuevo
during the soils remediation process of those sites that
are set out in Attachment 4 as Developer’s
responsibility, remediate (at Developer’s cost) those
specific sites requiring remediation identified in the
approved Remedial Action Plan that lie within
Development Areas or within the grading area adjacent to
the Development Areas including




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	 	 	exhuming and remediating the contaminated soils which
it shall also isolate and stockpile for placement by
the Developer in deep fills during the phased grading
operation in accordance with the approved Remedial
Action Plan. Soils not meeting the criteria for
placement in deep fills, if any, will be removed by
Developer (at Developer’s cost) from the site for
appropriate disposal.
	 
	vii.	 	At all times comply with the
mitigation measures of the Final Tonner Hills EIR, and
the requirements, as applicable, of the USF&WS Resource
Management Plan.





         C. During grading, Nuevo shall, on a Segment-by-Segment basis, in
accordance with the Work associated with the applicable Program Segment as
further set out in Attachment 4:




	i.	 	Identify and isolate any
contaminated soils associated with the wells for
remediation as called for in the approved Remedial
Action Plan. Isolated soils meeting the criteria of the
approved Remedial Action Plan will be stockpiled for
placement in deep fills by Nuevo. Soils not meeting the
criteria will be removed from the site for appropriate
disposal.
	 
	ii.	 	Provide Developer with copies of
well abandonment reports for all well abandonment
activities completed as provided to and from CDOGGR.
	 
	iii.	 	Design the final Facilities Plan in
accordance with the Street and Utility Improvement
Plans provided by Developer.
	 
	iv.	 	Relocate temporary service lines
serving the oil operations as may be necessary.





         D. During grading, on a Segment-by-segment basis, in accordance with
the phasing plan, Developer shall:




	i.	 	Prepare and process the Precise Area
Plans and Level B Tentative Maps through the appropriate
Governmental Agencies, showing the final lot layout and
the Joint Use and Exclusive Use Areas to be retained
around the wells remaining in operation. The Precise
Area Plans will clearly identify all wells to be
abandoned, and identify all abandoned wells that will
require methane venting in accordance with the
requirements of the Orange County Fire Authority and
other appropriate Governmental Agencies.




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	ii.	 	Grade the Development Areas in accordance with the approved Grading
Plan.
	 
	iii.	 	Immediately notify Nuevo and Operator in the event Developer excavates
any unidentified previously abandoned wells. Developer shall promptly
reabandon such wells in accordance with the requirements of all
appropriate Governmental Agencies.
	 
	iv.	 	Place soils stockpiled as a result of Developer’s remediation activities
within deep fills in accordance with the criteria established within the
approved Remedial Action Plan. The location and constituency components
of these soils will be detailed and reported in the final grading report
prepared by the Developer.
	 
	v.	 	Install all required erosion control devices in accordance with the
approved Grading Plan, ensuring that storm runoff will be diverted from
the area(s) affected by the Program.
	 
	vi.	 	At all times comply with the General Construction Activity Stormwater
Permit.
	 
	vii.	 	Based upon the approved Precise Area Plans, provide Nuevo and Operator
with grade elevations and staking for all wells.
	 
	viii.	 	Prepare the grading plans (“Grading Plans”) and process them for
approval by the appropriate Governmental Agencies.
	 
	ix.	 	Prepare the final Street and Utility Improvement Plans and process them
for approval by the appropriate Governmental Agencies. The Street and
Utility Improvement Plans will identify the oil production service
facilities as provided by Operator’s Facilities Plan.
	 
	x.	 	Prepare the Level B Final Maps and process them for approval by the
appropriate Governmental Agencies, and record such maps at the County
Recorder’s office. The Level B Final Maps will identify all Exclusive and
Joint Use Areas.
	 
	xi.	 	Identify and dispose of any previously unidentified oil production
facilities or third party facilities uncovered during the course of the
grading operation.
	 
	xii.	 	Cleanup and remediate any crude oil released during the course of the
grading operations according to standards approved by the appropriate
Governmental Agency.




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	xiii.	 	Prepare a final soils and geological
report on the Development Areas and obtain from the
appropriate Governmental Agency, a final compaction
certificate relating thereto, within sixty (60) days of
completion of grading for each phase.
	 
	xiv.	 	Reabandon or otherwise accommodate,
if necessary, any unidentified wells or facilities
within the Development Area in accordance with CDOGGR
specifications and requirements.





         E. During grading, Developer and Nuevo shall cooperate with each
other in the implementation of the Program, as follows:




	i.	 	Design of the Precise Area Plans,
Level B Tentative and Final Maps and final Street and
Utility Improvement Plans to avoid conflicts between
the oil production service facilities and the utilities
required to service the Development Areas; Nuevo shall
have the reasonable right of approval in event of
design conflicts.
	 
	ii.	 	Design the Precise Area Plans to
ensure that all Joint and Exclusive Use Areas necessary
for the wells and facilities are shown to the Parties
and meet all Parties’ joint satisfaction.
	 
	iii.	 	Identification and differentiation
of naturally-occurring tar seep or oil-bearing sands
from crude oil released as a result of oil operations;
provided that unless Developer and Nuevo can
conclusively determine that such contamination resulted
from ongoing production activity, such contamination
shall be presumed to be from naturally-occurring tar
seep or oil-bearing sands.





     III. Post-Grading Events:



         A. Upon completion of Grading within the Development Areas, on a
Segment-by-Segment basis in accordance with the approved phasing plan, Nuevo
shall:




	i.	 	Cause all abandoned wells within the
Development Areas to be capped below those grades
provided by Developer in accordance with CDOGGR and the
requirements of the EIR, Planned Community Text and
Area Plan. Final inspections of such wells shall be
conducted by CDOGGR.
	 
	ii.	 	Cause all appropriate pumping
equipment to be installed within the Exclusive Use
Areas.




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	iii.	 	Complete all oil production service
facilities to be installed to service the producing and
injection wells. Service lines will be connected to the
new site and Tank Farm.
	 
	iv.	 	Install permanent pipelines and
facilities as determined by Nuevo in its discretion as
required for Operator’s continued operations in
accordance with grading operations.
	 
	v.	 	Provide as-built drawings to
Developer and Operator showing the line and grade for
all installed facilities.
	 
	vi.	 	Install seismic monitoring devices
as required by the mitigation measures in the Final
Tonner Hills Environmental Impact Report.





         B. Upon completion of the GRADING within the Development Areas, on a
phase-by-phase basis in accordance with the approved phasing plan,
Developer shall:




	i.	 	Install the utility systems in
accordance with the approved Street and Utility
Improvement Plans.
	 
	ii.	 	Install the street improvements in
accordance with the approved Street and Utility
Improvement Plans. Such Plans shall make provision for
oil field related facilities to the extent deemed
necessary by Nuevo to operate wells in the Development
Areas. The utility and street improvements are
anticipated to take four months beyond the completion
of grading.
	 
	iii.	 	Install oil facility screening
devices in accordance with the requirements of, and
plans approved by, the appropriate Governmental
Agencies.
	 
	iv.	 	Provide construction staking for the
installation of Operator’s wells, pipelines and
facilities within the Development Areas.
	 
	v.	 	Construct methane gas vents over
abandoned oil wells as may be necessary to accommodate
the housing development.
	 
	vi.	 	Construct all required active and
passive methane mitigations as required by the Final
Tonner Hills Environmental Impact Report, the Orange
County Fire Authority or other Governmental Agency.





         C. Upon completion of grading within the Development Areas, Developer
and Nuevo shall cooperate with each other to:




	i.	 	Develop Homebuyer notification
language to be supplied by Developer to future surface
purchasers with respect to the past and




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	 	 	continuing oil operations. State Proposition 65
language will be included in any Homebuyer
notification.
	 
	ii.	 	Develop Homebuyer notification
language for inclusion within the Division of Real
Estate Public Report, Grant Deed or Covenants,
Conditions and Restrictions, as may be appropriate or
required as to the placement of remedial soils within
the deep fills.
	 
	iii.	 	Satisfy any EIR mitigation measures
regarding the past and continuing oil operations.
	 
	iv.	 	Obtain a conditional case closure
letter from the County of Orange Health Care Agency,
Division of Environmental Health for the approved
Remedial Action Plan.





         2.3 Developer Improvements and Additional Payments. It is understood and
agreed that Developer shall have the primary responsibility for and shall, at
its sole cost and expense, complete all work required to accomplish the
“Developer Improvements” including: (a) soil remediation, (b) relocation of
third party easements and licenses (TPEL), (c) all matters to the extent
allocated to Developer in Sections 2.1 and 2.2, hereof, (d) Mass/Grading
operations in the best commercial manner and completion of such operations in
the shortest time but, in all cases, within the time duration set out for the
activity in Attachment 4, so as to minimize the disruption of Operator’s
remaining Oil Operations, (e) after Final Acceptance by Developer of the
completed work, Developer shall be solely responsible for all maintenance,
repair, replacement, removal, and reinstallation of such completed work for
which Developer assumes Developer’s Liability and for any liability as a result
thereof or pertaining thereto. Developer shall bear the cost of future
relocation of such work requested by Developer and performed by Operator.
Developer shall fully cooperate with Nuevo and Operator in the implementation
of the Program. Developer shall (i) timely process all of its permit requests;
(ii) comment on all applicable submittals of specifications or plans within
five business days; and (iii) make all facilities available for accommodation
under the Program such that Nuevo may commence the Project Segment. To the
extent that Developer fails to fully and timely cooperate with Nuevo and Nuevo
incurs penalties, damages or incremental costs in performing the Program, such
penalty, damage or cost shall be the responsibility of Developer and Developer
hereby agrees to indemnify and hold Nuevo harmless therefrom. Developer shall
also be liable to Operator for any and all incremental cost or expense incurred
by Operator in the performance of its work in the Program as a result of
Developer’s (or Nuevo’s, if acting on behalf of Developer) failure to fully and
timely perform and complete Developer’s Improvements. Developer shall use good
faith, commercially reasonable efforts to timely and expeditiously perform its
obligations and rights under this Agreement in a manner that minimizes the
interruption or curtailment of production and shall be liable to and indemnify
Operator for all losses resulting from the failure to do so.



               2.3.1
Processing Costs – Employee Costs. Operator and Nuevo agree not to
charge Developer for their employees or overhead costs allocable to such
employees in the processing of the Governmental Approvals.



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               2.3.2 Operator Improvements. Nuevo shall submit to Operator the
preliminary and final detailed design and engineering of all facilities,
pipelines and well accommodation plans (“Operator Improvements”) when
completed. Operator shall have ten (10) business days to review and comment on
the plans. All final decisions with respect to the plans including pipeline
and facility locations, use of new, refurbished or salvaged equipment and
materials and the staging of the work to be performed shall be made by Nuevo
in the exercise of its reasonable discretion and in a manner consistent with
customary oil field practices. Should Operator request changes or
modifications to the design and engineering of Operator Improvements other
than changes or modifications required by applicable law or governmental
regulations and should Nuevo determine that such modifications can be
incorporated into the Program within the time duration specified in Attachment
4, Nuevo shall make such modification provided that Operator prepays all
incremental costs associated with such modification. Operator shall not
request a modification to the wells or well classifications set out in
Schedule B to Attachment 4 without first obtaining the written approval of
Developer. Incremental costs associated with such well changes, if any, shall
be pre-paid by Operator.



               2.3.3. Governmental Modifications. Should the Program be modified to
reflect changes that result from decisions of Governmental Entities, court
orders or settlement of litigation or by agreement such that fewer wells are
accommodated, abandoned, or less infrastructure is removed or altered, then
Nuevo shall have no obligation or duty of any kind or character with respect
to such wells or facilities that are removed from the Program.



         2.4 Miscellaneous.



               2.4.1 Remedies.



                     2.4.1.1 Default/Cure. Each of the terms conditions,
covenants and provisions of the Development Documents is a material
consideration for this Agreement, the breach of which shall be deemed a default
hereunder. Said default shall be deemed to have occurred if a Party has not
effected a cure within ten (10) days for payment of money hereunder and thirty
(30) days for all other defaults of receipt of notice specifying the breach in
the case of any of the obligations hereunder; provided, however, except as
otherwise specified herein, in the case of a breach of any of Nuevo’s
obligations hereunder, other than for the payment of money, which is not
capable of being cured within said thirty (30) day period, no default shall be
deemed to have occurred so long as Nuevo commences to cure such default within
ten (10) days of Notice and thereafter diligently and continuously prosecutes
the same to completion; provided however, that any such cure shall be
accomplished within ninety (90) days of the event giving rise to the Notice.



                     2.4.1.2 Remedies Cumulative. All rights, options
and
remedies of either Party contained in this Agreement shall be construed and
held to be cumulative, and none of them shall be exclusive of the other, and
either Party shall have the right to pursue any one or all of such remedies or
any other remedy or relief which may be provided by law or equity, whether or
not stated in this Agreement. Further, either Party may exercise



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hereunder, any of the rights, options and remedies, as and to the extent,
described in Sections 5 and 13 of the Development Declaration.



                     2.4.1.3 Arbitration. Except for the right of either
party to
apply to a court of competent jurisdiction for temporary restraining orders,
preliminary injunctions, writs of attachment, writs of possession or other
equitable or provisional relief, any controversy, dispute or claim of any kind
or nature arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement, without limitation,
any claim based on contract, tort or statute, shall be settled by final and
binding arbitration by three (3) arbitrators in accordance with the Rules of
the American Arbitration Association then in effect (the “Rules”). Each party
to the arbitration shall, in accordance with the Rules, nominate one (1)
arbitrator to the arbitrational tribunal and the two (2) arbitrators so
appointed shall appoint the third arbitrator in accordance with the Rules, the
three (3) arbitrators constituting the arbitration tribunal. The arbitration
shall be held in Orange County, California. Reasonable discovery shall be
allowed in connection with such arbitration. At the request of a party, the
arbitration tribunal may issue orders for interim relief as deemed necessary to
safeguard property that is the subject of the arbitration or in order to
accomplish the objectives of this Agreement. Such interim measures may also be
sought from judicial authority having jurisdiction. The decision of the
majority of the arbitrators shall be reduced to writing, shall be the sole and
exclusive remedy between the parties regarding any and all such disputes or
differences, and shall be final and binding on all parties to the arbitration;
and, application may be made to any court of competent jurisdiction for an
order of enforcement and shall be enforceable in any court of competent
jurisdiction. The parties agree to exclude any right of application or appeal
to the courts of any jurisdiction in connection with any questions of law
arising in the course of arbitration or with respect to any award made, except
for enforcement purposes. Consequential, punitive, or incidental or other
similar damages shall not be allowed.



     In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of this
Agreement, the prevailing party in any and all such arbitration(s) or other
proceeding(s), including any bankruptcy proceedings, shall be entitled to
recover from the non-prevailing party all of the attorneys’ fees and costs
incurred by such party in each and every such arbitration or other proceeding,
including any and all appeals or petitions therefrom. As used in this
Agreement, attorneys’ fees shall be deemed, to the extent allowed by law, to
mean the full and actual costs of any legal services actually performed in
connection with the matters involved, calculated on the basis of the usual fee
charged by the attorneys performing such services, and shall not be limited to
“reasonable attorneys’ fees” as defined in any statute or rule of court.



                     2.4.1.4 Waiver. No waiver by either party of a
default
under any of the terms of this Agreement by the other, and no delay or failure
to enforce any of the terms of this Agreement shall be a waiver of or shall
affect a default other than as specified in such waiver. The consent or
approval of either party to any act by the other requiring consent or approval
shall not be deemed to waive or render unnecessary consent or approval to or of
any subsequent similar acts.



               2.4.2. Continuous Operation. Operator agrees to use good
faith, commercially reasonable efforts to cooperate with Nuevo so that
Nuevo can proceed



22









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continuously, diligently and in a timely manner in accordance with the terms
and conditions of this Agreement and in accordance with and as required under
the Development Documents, and except where mutual agreement is expressly
required, if Nuevo cannot proceed continuously and diligently due to Operator’s
unexcused failure to cooperate the same shall, at the option of Nuevo, be
considered as an event of default herein, except as such failure to so proceed
is excused by reason of any Unavoidable Delay.



               2.4.3. Assignment. Nuevo may assign its rights hereunder at any time
without the consent of Developer.



               2.4.4 Subdivision Maps and Applications. Subject to the provisions of the
Development Documents, if required to do so, and provided there exists no
default thereunder, Operator agrees, without cost to Operator and Nuevo, to
execute any and all Developer approved Level B Final Maps, applications and
petitions pertaining to the development of any portion of the Parcel.



               2.4.5. Captions. The captions used herein are for convenience only, are
not part of this Agreement and do not in any way limit or amplify the
scope or intent of the terms
and provisions hereof.



               2.4.6. Invalidity of a Provision. If any provision of this Agreement shall
be adjudged by a court in a final and non-appealable judgment to be void,
invalid, illegal or
unenforceable for any reason, the same shall in no way affect (to the
maximum extent
permissible by law) any other provision of this Agreement, the application
of any such provision
under circumstances different from those adjudicated by the court,
or the validity or
enforceability of this Agreement as a whole, but only to the extent that
performance of such
remaining provisions would not be inconsistent with the intent and
purposes of this Agreement.



               2.4.7. Notices. Any notice to be given or other document to be delivered
by any Party to the other or others hereunder, and any payments between
parties, may be
delivered in person to an officer of any party, or may be delivered by
Federal Express, private
commercial delivery or courier service for next business day delivery, or
may be deposited in the
United States mail, duly certified or registered, return receipt
requested, with postage prepaid,
and addressed to the party for whom intended, as follows:



23









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	 	 	If to Nuevo (“Nuevo”):	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Nuevo Energy Company

1021 Main, Suite 2100

Houston, Texas 77002
	

	 	 	 	Attn:
	 	Phillip A. Gobe
	

	 	 	 	Phone:
	 	713-374-4832
	

	 	 	 	Fax:
	 	713-374-4817
	

	 	 	 	Email:
	 	gobep@nuevoenergy.com
	 
	 	 	 	 	 	 
	

	 	 	 	and	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Attn:
	 	Phillip E. Sorbet
	

	 	 	 	Phone:
	 	661-395-5431
	

	 	 	 	Fax:
	 	661-395-5294
	

	 	 	 	Email:
	 	sorbetpp@nuevoenergy.com
	 
	 	 	 	 	 	 
	

	 	Copy to:	 	 	 	 
	 	 	 	 	Ullom Associates

16149 Redmond Way, Ste. 401

Redmond, Washington 98052
	

	 	 	 	Fax:
	 	(425) 836-2870
	

	 	 	 	Phone:
	 	(425) 836-2728
	

	 	 	 	Email:
	 	ullomjw@aol.com
	 
	 	 	 	 	 	 
	 	 	 	 	Nossaman, Guthner, Knox & Elliott, LLP

18101 Von Karman Avenue, Suite 1800

Irvine, California 92612-1047
	

	 	 	 	Attn:
	 	William P. Tanner, III
	

	 	 	 	Fax:
	 	(949) 833-7878
	

	 	 	 	Phone:
	 	(949) 833-7800
	

	 	 	 	Email:
	 	wtanner@nossaman.com
	 
	 	 	 	 	 	 
	 	 	To Operator:	 	BlackSand Partners, L.P.
	

	 	 	 	Attn:
	 	Tim Collins
	 	 	 	 	1801 Broadway, Suite 600

Denver, Colorado 80202
	

	 	 	 	Fax:
	 	(303) 296-0329
	

	 	 	 	Phone:
	 	(303) 296-1908
	

	 	 	 	Email:
	 	timdenver@aol.com







24









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	 	Copy to:	 	 	 	 
	 	 	 	 	Arthur Wright, Esq.

Thompson & Knight LLP

1700 Pacific Avenue, Suite 3300

Dallas, Texas 75201
	

	 	 	 	Fax:
	 	(214)999-1695
	

	 	 	 	Phone:
	 	(214) 969-1409
	

	 	 	 	Email:
	 	arthur.wright@tklaw.com
	 
	 	 	 	 	 	 
	

	 	To Developer:	 	 	 	 
	 	 	 	 	To be added upon execution of this Agreement by any
Developer.







            Notice may also be given by facsimile transmission (“Fax”) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above.



               2.4.8. Binding Effect. Subject to Section 2.3.3 concerning assignments,
it is the intent of the Parties that the covenants, conditions, and
agreements imposed by this
Agreement (i) shall be binding upon and inure to the benefit of the
Parties and their respective
successors, heirs and assigns to all or any portion of the Minerals or to
a Developer and (ii) all of
the obligations of Nuevo as stated herein shall be binding upon and
enforceable against Nuevo
by any successor to Buyer.



               2.4.9. Further Assurances. Each of the Parties shall execute and deliver
all additional papers, documents and other assurances, and shall do all
acts and things reasonably
necessary in connection with the performance of its obligations hereunder
and to carry out the intent of the Parties.



               2.4.10. Time of Essence. Time is of the essence of each provision of this
Agreement of which time is an element. Any reference in this Agreement
to time for performance of obligations or to elapsed time shall mean consecutive
calendar days, months or years, as applicable, unless otherwise explicitly indicated herein.



               2.4.11. Term. This Agreement shall remain in effect from the date first
shown above until Final Acceptance or the Expiration of the Development
Agreement between
Nuevo and Orange County dated December 19, 2002. Expiration of this
Agreement shall not
terminate any payment obligation, indemnity obligation or assumption of
liability all of which
shall survive this Agreement and remain in full force and effect.



25









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               2.4.12. Attorneys’ Fees. If any action or proceeding is instituted to
enforce or interpret any provision of this Agreement the prevailing party
shall by entitled to recover such amounts as the court may-judge to be
reasonable as costs incurred in such action, including, without limitation,
court costs and attorneys’ fees.



               2.4.13 Payments. Any amounts which are due and owing to Nuevo or
Operator pursuant to the various terms of the Development Documents shall
be paid as specified.
If any of these amounts are not paid when due, such amounts shall bear
interest as specified in
the particular Section of the Development Document requiring such payment
or, if not so
specified, then at the maximum nonusurious rate which may be charged by a
nonexempt lender.



               2.4.14 Applicable Law This Agreement and the documents in the forms
attached as exhibits hereto shall be governed by and construed under the
laws of the State of California.



     The Parties have executed this Agreement on the date first set forth
above.



	 	 	 	 	 	 	 
	BLACKSAND PARTNERS, L.P.,	 	NUEVO ENERGY COMPANY,
	a Texas Limited Partnership	 	a Delaware corporation
	 
	 	 	 	 	 	 
	By:

	 	BlackSand Energy, Inc.,
	 	By:
	 	/s/ GEORGE B. NILSEN
	

	 	a Delaware corporation
	 	 	 	

	 

	 	 	 	 	 	George B. Nilsen
	Its:

	 	General Partner
	 	Its:
	 	Senior Vice President
	 
	 	 	 	 	 	 
	By:

	 	/s/ TIM COLLINS
	 	By:	 	/s/ Phillip A. Gobe
	

	 	
 
	 	 	 	
 
	 

	 	Tim Collins
	 	 	 	Phillip A. Gobe
	Its:

	 	President
	 	Its:
	 	Chief Operating Officer







	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	
 
	 	 	 	
 
	Its:

	 	 	 	Its:	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	TIM COLLINS	 	“Developer”
	 
	 	 	 	 	 	 
	Its:

	 	Chairman
	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Its:	 	 
	

	 	 	 	 	 	
 







26









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PAYMENT AND PERFORMANCE AGREEMENT




ATTACHMENT “1”




LEGAL DESCRIPTION OF LAND




 









Table of Contents








ATTACHMENT “1”




THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN
BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



PARCEL 1




BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42" WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25’ WEST
62.67 CHAINS TO A 2" ×
4" POST MARKED 62.67 IN’MOUND WITH PITS; THENCE SOUTH
1° 45' WEST 58.96 CHAINS
TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" × 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45" WEST 20.00
CHAINS TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39"
EAST 55.48 CHAINS TO A 2" × 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30" EAST 20.00 CHAINS TO A 2" × 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" × 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.




ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30" EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK



Page 1 of 5









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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:




	 	 	BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73°
32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH
15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.





ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC. , BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:




	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" x 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85°
48' 16"
WEST, 380.00 FEET TO A 2" x 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2' x 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2' x 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2' x 2" STAKE AND THE TRUE POINT OF BEGINNING.





ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



Page 2 of 5









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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243. ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “N
10°33'18"E 381.48' “ ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;
	 
	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET




Page 3 of 5









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	 	 	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243. SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'
18"E 381.48' ;
	 
	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 2




PARCEL
1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000–054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86–243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “N 10°33'18"E 381.48" “ ON SAID
RECORD OF SURVEY NO. 2001–1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86–243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;
	 
	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86–243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS
“N10°33'18“E
381.48' “;
	 
	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 3




THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:




	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM




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	 	 	THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48" 11"
WEST 529.60 FEET TO A 2"×2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48" 16" WEST, 380.00 FEET TO A 2"×2"
STAKE; THENCE NORTH 4° 11" 44" EAST 1750.00 FEET TO A 2"×2" STAKE;
THENCE SOUTH 85° 48" 16" EAST 380.00 FEET TO A 2"×2" STAKE; THENCE
SOUTH 4° 11" 44" WEST 1750.00 FEET TO A 2"×2" STAKE AND THE TRUE POINT
OP BEGINNING.





THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT
“ ‘Al" SITE DEPICTION ", IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES 

UNDER THE DIRECTION OF:

	

	 	

KATHLEEN SUSAN TETREAULT P.L.S.7297 

MY LICENSE EXPIRES 12/31/2004


	

	 	January 31, 2003

JN: 13207.00







Page 5 of 5









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ATTACHMENT “2”




LIST OF ENGINEERING FIRMS PER SECTION 2.1.9




Cawley, Gillespie & Associates, Inc.




DeGoIyer & McNaughton, Inc.




Notherland, Sewell & Associates, Inc.




Ryder Scott Company




 









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ATTACHMENT 3




RELATED THIRD-PARTY EASEMENTS,

CONTRACTS AND LICENSE AGREEMENTS




(Oil Field Related Third
Party Easements and License – TPEL)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type
	 	Date
	 	Grantor
	 	Grantee
	 	Information

	Right-of-Way

	 	1/26/82
	 	Union Oil Company of
California
	 	Mobil Oil

Corporation
	 	82-340271

Los Angeles

County
	 
	 	 	 	 	 	 	 	 
	License

	 	8/21/67
	 	Union Oil Company of
California
	 	Shell Oil

Company
	 	Unrecorded
	 
	 	 	 	 	 	 	 	 
	License PSA

	 	11/10/88
	 	Union Oil Company of
California
	 	Shell Western
E&P Inc.
	 	Unrecorded
	 
	 	 	 	 	 	 	 	 
	Easement

	 	7/27/62
	 	Union Oil Company of
California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62

6245/654
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/13/84
	 	Union Oil Company of
California
	 	City of Brea
	 	10/11/84

84-421551
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/10/85
	 	Union Oil Company of
California
	 	City of Brea
	 	10/7/85

85-382994
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/2/86
	 	Union Oil Company of
California
	 	Brea H.O.P.E.
Inc.
	 	10/1/86

86-459482
	 
	 	 	 	 	 	 	 	 
	Easement

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96
Inst.
19960153323
	 
	 	 	 	 	 	 	 	 
	Easement

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96
Inst.
19960153324
	 
	 	 	 	 	 	 	 	 
	Easement

	 	1/26/82
	 	Union Oil Company of
California
	 	Mobil Oil

Corporation
	 	3/31/82
Inst. 82-340271
[Los Angeles
County]
	 
	 	 	 	 	 	 	 	 
	Easement

	 	8/21/67
	 	Union Oil Company of
California
	 	Shell Oil

Company
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Easement

	 	11/10/88
	 	Union Oil Company of
California
	 	Shell Western
E&P Inc.
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Easement

	 	4/1/58
	 	Union Oil Company of
California
	 	The Metropolitan
Water District of
Southern
California
	 	5/21/58

4291/400
	 
	 	 	 	 	 	 	 	 
	Easement for Oil

Wells

	 	10/16/58
	 	Collier Carbon and
Chemical Corporation
	 	Union Oil
Company of
	 	11/3/58

4470/10







1









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ATTACHMENT 3




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type
	 	Date
	 	Grantor
	 	Grantee
	 	Information

	 	 	 	 	 	 	California	 	 
	 	 	 	 	 	 	 	 	 
	Non-Exclusive
Easement and
Right-of-Way

	 	7/27/62
	 	Union Oil Company of
California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62

6245/654
	 
	 	 	 	 	 	 	 	 
	Right-of-Way

	 	10/2/62
	 	Union Oil Company of
California
	 	Southern

California

Edison Company
	 	1/18/63

6399/705
	 
	 	 	 	 	 	 	 	 
	Grant of
Easement

	 	9/18/78
	 	Union Oil Company of
California
	 	Southern

California

Edison Company
	 	2/5/79

13024/1157
	 
	 	 	 	 	 	 	 	 
	Grant of
Easement

	 	5/17/88
	 	Union Oil Company of
California, dba
UNOCA1
	 	Southern

California

Edison Company
	 	6/7/88
Inst. 88-268095
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/15/95
	 	Union Oil Company of
California, dba
UNOCA1
	 	UNOCAL

California

Pipeline

Company
	 	10/25/95

Inst.

19950473641
	 
	 	 	 	 	 	 	 	 
	Grant of
Easement

	 	12/11/95
	 	Union Oil Company of
California, dba
UNOCA1
	 	Southern

California

Edison Company
	 	1/4/96

Inst.

19960004773
	 
	 	 	 	 	 	 	 	 
	Easement PSA

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96

Inst.

19960153322
	 
	 	 	 	 	 	 	 	 
	Easement PSA

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96

Inst.

19960153323
	 
	 	 	 	 	 	 	 	 
	Easement PSA

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96

Inst.

19960153324
	 
	 	 	 	 	 	 	 	 
	Easement

	 	5/7/96
	 	Nuevo Energy

Company
	 	Union Oil

Company of

California dba

UNOCA1
	 	5/26/96

Inst.

19960254739
	 
	 	 	 	 	 	 	 	 
	Pipeline Right-

Of-Way

	 	5/12/02
	 	The Sterns Ranchos

Company
	 	Pacific Coast Oil

Company
	 	6/25/02

Do not have

recording info.
	 
	 	 	 	 	 	 	 	 
	License

	 	5/1/59
	 	Union Oil Company of
California
	 	Shell Oil

Company
	 	Do not have

recording info.







Any other Third Party Easement or License disclosed in Preliminary Title
Report #OR-2252674, dated September 13, 2002, First American Title Company.



2









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ATTACHMENT 3




ADDITIONAL CONTRACTS AND GIFT DEED





	1.	 	Memorandum of Understanding between Nuevo, County of Orange and City of
Brea dated December 10, 2002 regarding pre-annexation.
	 
	2.	 	Development Agreement dated December 19, 2002, between Nuevo and County
of Orange.
	 
	3.	 	Impact Mitigation Agreement between Brea Olinda Unified School District
and Nuevo dated as of October 28, 2002.
	 
	4.	 	Gift Deed dated January 30, 2003 from Nuevo to the Brea-Olinda Unified
School District Conveying 0.425 acres, recorded on February 25, 2003 as
Instrument No. 2003000207265 in the official records of Orange County.




3









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Attachment




Brca Field Development Accommodation Program




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agency
	 	 	Duration	 	 	 	Responsible	 	 	 	Approval
	Cost (S)
	 	Activity
	 	Category
	 	Party
	 	Action
	 	Required

	PRE-PHASE I Initial Activity	 	 
	170,000
	 	7weeks	 	G,T	 	Nuevo	 	Preliminary Engineering Design: Pipelines, Tank Farms, Utilities, Power System	 	 
	300,000
	 	7weeks	 	T	 	Nuevo	 	SCAQMD Permitting: Tank Farm(s), Compressors, Pumps, Vessel, etc.	 	SCAQMD
	 
	 	3months	 	R	 	Developer	 	Re-vegetation of Open Space (Reference Schedule E)	 	USA COE
	3,061,500
	 	36weeks	 	A.B.C.D.E	 	Nuevo	 	Begin Procurement: Tanks, Vessels, Pipe, Transformers, Pumps	 	 
	1,830,000
	 	20weeks	 	G	 	Nuevo	 	Detailed Engineering Design	 	 
	2,080,000
	 	20weeks	 	M,0	 	Nuevo	 	Initial Abandonment of Idle Wells & Re-Abandonments (25 Total) Covering All Phases of Project (Reference	 	 
	 
	 	 	 	 	 	 	 	Well Work Listing - Schedule B)	 	CALDOGGR
	PRE-PHASE I Intermediate Activity	 	 
	3,061,500
	 	36weeks	 	A,B,C,D,E	 	Nuevo	 	Continue Procurement: Tanks, Vessels, Pipe, Transformers, Pumps	 	 
	1,908,200
	 	4months	 	R	 	Nuevo	 	Remediation Required by EIR (Reference Schedule D)	 	OCHCA
	 
	 	4weeks	 	G	 	Nuevo	 	Building Permits: Tanks, Power System, Vessels	 	BLDGDEPT
	 
	 	 	 	 	 	 	 	Removal of Infrastructure within Development Area (Reference Drawings BO-200-2003, 2004, 2005) and Initial	 	 
	1,150,000
	 	13weeks	 	I,M	 	Nuevo	 	Abandonment of Active Wells (17 wells) for Phase I (Reference Well Work Listing - Schedule B)	 	OCHCA
	1,000,000
	 	30weeks	 	A.C.F	 	Nuevo	 	Begin Construction of Field Infrastructure	 	 
	1,000,000
	 	30weeks	 	D	 	Nuevo	 	Begin Construction of Power System	 	 
	456,000
	 	19wweks	 	B	 	Nuevo	 	Construct Expanded Tonner Canyon Tank Facility	 	SCAQMD
	 
	 	 	 	 	 	Developer	 	Tentative Map (needed prior to grading)	 	 
	PRE-PHASE I Final Activity	 	 
	1,661,000
	 	30weeks	 	A,C,F	 	Nuevo	 	Construct Field Infrastructure	 	 
	 
	 	 	 	 	 	Developer	 	Corehouse Demolition	 	 
	1,840,000
	 	30weeks	 	D	 	Nuevo	 	Construct Power System	 	 
	500,000
	 	4 weeks	 	L	 	Nuevo	 	Temporary Removal of Equipment for Accommodated Wells (46 wells) for Phase I in Development and Grading	 	 
	 
	 	 	 	 	 	 	 	Areas (Reference Well Work Listing - Schedule B)	 	 
	3,417,936
	 	9months	 	I,R	 	Nuevo	 	2ast Naranjal Tank Farm Demolition & Remediation	 	OCHCA
	PHASE I
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Developer	 	Grading to include line and grade for wells and associated permanent infrastructure	 	 
	2,135,000
	 	17 weeks	 	P	 	Nuevo	 	Raise/Lower Wellheads of All Phase I Accommodated Wells (46 Wells) (Reference Well Work	 	 
	 
	 	 	 	 	 	 	 	Listing-Schedule B)	 	 
	165,000
	 	4 weeks	 	M,O	 	Nuevo	 	Final Abandonment of Phase I Wells (35 Idle, Re-Abandonments & Active WellsX Reference Well Work Listing -	 	 
	 
	 	 	 	 	 	 	 	Schedule B)	 	CALDOGGR
	1,941,000
	 	17 wwks	 	L	 	Nuevo	 	Accommodation for Phase I Accommodated Wells (46 Wells) ( Reference Well Work Listing - Schedule B)	 	 
	225,000
	 	13 weeks	 	I,R	 	Nuevo	 	Removal of Infrastructure (Reference Drawings BO-200-2003, 2004, 2005) within Development Area and Initial	 	 
	200,000
	 	4 weeks	 	I,L	 	Nuevo	 	Abandonments of Active Wells (8 wells) for Phase II (Reference Well Work Listing - Schedule B)	 	CALDOGGR
	 
	 	 	 	 	 	 	 	Temporary Removal of Equipment for Accommodated Wells (21 wells) for Phase II (Reference Well Work	 	 
	 
	 	 	 	 	 	 	 	Listing - Schedule B)	 	 
	PHASE II
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Developer	 	Grading to include line and grade for wells and associated permanent infrastructure	 	 
	900,000
	 	17 weeks	 	P	 	Nuevo	 	Raise/Lower Wellheads of All Phase II Accommodated Wells (21 Wells) (Reference Well Work Listing -	 	 
	 
	 	 	 	 	 	 	 	chedule B)	 	 
	85,000
	 	4 wwks	 	M,O	 	Nuevo	 	Final Abandonment of Phase II Wells (14 Idle, Re-Abandonments & Active WellsX Reference Well Work	 	 
	 
	 	 	 	 	 	 	 	Listing - Schedule B)	 	CALDOGGR
	1,018,000
	 	17 weeks	 	L,H	 	Nuevo	 	Accommodation for Phase II Accommodated Wells (21 wells) ( Reference Well Work Listing - Schedule B)	 	 
	100,000
	 	4 weeks	 	I,R	 	Nuevo	 	Removal of Infrastructure and Initial Abandonment of Active Wells (3 wells) for Phase III Reference	 	 
	 
	 	 	 	 	 	 	 	Well Work Listing - Schedule B)	 	CALDOGGR
	PHASE III
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Developer	 	Grading to include line and grade for wells and associated permanent infrastructure	 	 
	92,000
	 	1 week	 	M,O	 	Nuevo	 	Final Abandonment of Phase III Wells (4 idle and active wells) (Reference Well	 	 
	 
	 	 	 	 	 	 	 	Work Listing - Schedule B)	 	CALDOGGR
	84,000
	 	4 weeks	 	S	 	Nuevo	 	Seismic Sensor Installation	 	BLDGDEPT







 









Table of Contents






Schedule A




Accommodation Categories




	 	 	 	 	 	 	 
	Activity	 	Brea	 	 
	Code
	 	Accommodation Costs
	 	($M)

	 
	 	Infrastructure	 	 	 	 
	A
	 	Water flood	 	 	695	 
	B
	 	Production Gathering	 	 	2,822	 
	C
	 	Gas Collection	 	 	2,296	 
	D
	 	Electrical	 	 	5,247	 
	E
	 	Taxes / Freight	 	 	1,060	 
	F
	 	Misc.(NDE&Cathodic Protection)	 	 	300	 
	G
	 	Engineering	 	 	2,000	 
	 
	 	 	 	 	
 	 
	 
	 	Total Infrastructure	 	 	14,420	 
	 
	 	 	 	 	
 	 
	 
	 	Other	 	 	 	 
	H
	 	Noise Control, Fencing, & Screens	 	 	600	 
	I
	 	Demolition	 	 	1,000	 
	J
	 	New Warehouse	 	 	76	 
	L
	 	PCP or SPS Units (46)	 	 	2,875	 
	M
	 	Well Abandonments (46)	 	 	2,760	 
	O
	 	Well Reabandonments (10)	 	 	1,000	 
	P
	 	Raise / Lower Wellheads (74)	 	 	3,039	 
	R
	 	Soil Remediation	 	 	3,850	 
	S
	 	Seismic	 	 	80	 
	T
	 	Permits	 	 	300	 
	 
	 	 	 	 	
 	 
	 
	 	Total - Other	 	 	15,580	 
	 
	 	 	 	 	
 	 
	 
	 	Grand Total	 	 	30,000	 
	 
	 	 	 	 	
 	 







 









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Schedule B




Well Work Listing




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Abandonments	 	 	 	 
	Development	 	
	 	Vaulted	 	Peripheral
	Phase
	 	Idle Wells
	 	Active Wells
	 	Reabandonments *
	 	Wells
	 	Wells

	1
	 	EN 17	 	EN 16	 	EN 1	 	EN 26	 	36 RD
	1
	 	EN 18	 	32 RD	 	EN 2	 	46	 	52
	1
	 	33	 	34	 	35	 	79	 	52 A
	1
	 	40	 	51 A	 	39	 	89	 	55
	1
	 	50	 	75 RD	 	92	 	90	 	55 A
	1
	 	51	 	91	 	 	 	147	 	73
	1
	 	152	 	144	 	 	 	148	 	160
	1
	 	199	 	165	 	 	 	150	 	163
	1
	 	215	 	207	 	 	 	151	 	173
	1
	 	216	 	208	 	 	 	153	 	174
	1
	 	257	 	218	 	 	 	171	 	196
	1
	 	268	 	244	 	 	 	198	 	206
	1
	 	284	 	258	 	 	 	221	 	209
	1
	 	 	 	283	 	 	 	232	 	210
	1
	 	 	 	301	 	 	 	256	 	213
	1
	 	 	 	304	 	 	 	269	 	222
	1
	 	 	 	309	 	 	 	285	 	223
	1
	 	 	 	 	 	 	 	287	 	224
	1
	 	 	 	 	 	 	 	288	 	225
	1
	 	 	 	 	 	 	 	292	 	249
	1
	 	 	 	 	 	 	 	294	 	282
	1
	 	 	 	 	 	 	 	159	 	302
	1
	 	 	 	 	 	 	 	217 RD2	 	 
	1
	 	 	 	 	 	 	 	247	 	 
	2
	 	145	 	80	 	17	 	87	 	37
	2
	 	146	 	81 RD	 	41	 	134	 	74
	2
	 	 	 	88	 	42	 	180	 	133
	2
	 	 	 	100	 	44	 	211	 	141
	2
	 	 	 	164	 	 	 	230	 	168
	2
	 	 	 	178	 	 	 	259	 	176
	2
	 	 	 	203	 	 	 	276	 	177
	2
	 	 	 	251	 	 	 	281	 	181
	2
	 	 	 	 	 	 	 	293	 	190
	2
	 	 	 	 	 	 	 	 	 	219
	2
	 	 	 	 	 	 	 	 	 	220
	2
	 	 	 	 	 	 	 	 	 	241
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 
	3
	 	197	 	130	 	 	 	 	 	 
	3
	 	 	 	192	 	 	 	 	 	 
	3
	 	 	 	194	 	 	 	 	 	 
	 
	 	
 	 	
 	 	
 	 	
 	 	
 
	Total Wells
	 	16	 	28	 	9	 	33	 	34
	 
	 	
 	 	
 	 	
 	 	
 	 	
 







* Reabandonments subject to verification of need




 









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Schedule C




Drawing List




	 	 	 
	Drawing Number
	 	Drawing Title

	BO-200-2001

	 	Conceptual Pipeline/Electrical Corridor
	BO-200-2003

	 	Existing Oil Gathering System for Real Estate Development
	BO-200-2004

	 	Existing Gas Gathering System for Real Estate Development
	BO-200-2005

	 	Existing Water Injection System for Real Estate Development







 









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Schedule D




Remediation Required By EIR (Nuevo)




As set out in the approved Remedial Action Plan

submitted December 16, 1999, as amended

October 3, 2001, December 27, 2001 and January 13, 2003




 









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Schedule E




Re-Vegetation Of Open Space




As set out in the Biological Assessment included within the

Biological Opinion dated December 30, 2002 as used by

the US Army Corps of Engineers in its Section 404 Permit




 









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PURCHASE AND SALE AGREEMENT




BETWEEN




NUEVO ENERGY COMPANY




AND




BLACKSAND PARTNERS, L.P.




 









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REVISED 2/27/03

2:15 P.M.



PURCHASE AND SALE AGREEMENT




BETWEEN




NUEVO ENERGY COMPANY




AND




BLACKSAND PARTNERS, L.P.




 









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	 	 	Page

	ARTICLE 1 DEFINITIONS, APPROVALS AND CONSIDERATION 
	 	 	1	 
	1.1 Definitions 
	 	 	1	 
	1.2 Governmental Approvals 
	 	 	8	 
	1.3 Consideration 
	 	 	8	 
	ARTICLE 2 PURCHASE PRICE 
	 	 	8	 
	2.1 Purchase of the Property Interests 
	 	 	8	 
	2.2 Purchase Price 
	 	 	8	 
	2.3 Intentionally Omitted 
	 	 	11	 
	2.4 Intentionally Omitted 
	 	 	11	 
	2.5 Buyer’s DD Period; Return of Documents 
	 	 	11	 
	2.6 Conditions to Close 
	 	 	13	 
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES; AS IS PURCHASE;
DISCLAIMERS AND REQUIRED DISCLOSURES; GOVERNMENTAL APPROVALS AND
COMPLIANCE; DEVELOPMENT COSTS, TAXES AND ASSESSMENTS; INSURANCE;
INDEMNITIES
	 	 	13	 
	3.1 A. Authorization of Buyer 
	 	 	13	 
	3.2 Covenants by Buyer; “AS IS” Purchase 
	 	 	19	 
	3.3 Development Costs, Taxes and Assessments 
	 	 	22	 
	3.4 Insurance 
	 	 	22	 
	3.5 Release and Indemnity 
	 	 	25	 
	3.6 Seller’s Indemnity 
	 	 	31	 
	ARTICLE 4 FURTHER DOCUMENTATION 
	 	 	32	 
	4.1 Grant Deed 
	 	 	32	 
	4.2 Natural Hazard Zones 
	 	 	32	 
	4.3 Development Declaration, PAPA, and Nuevo Grant of Easements to Buyer 
	 	 	32	 
	4.4 Non-Exclusive Assignment of Contract Rights and Bill of Sale 
	 	 	32	 
	4.5 Repository Instructions to Buyer’s General Partner’s Counsel 
	 	 	32	 
	4.6 Development Declaration Covering the Development Areas and Remainder Parcels.
	 	 	32	 
	ARTICLE 5 GENERAL PROVISIONS
	 	 	33	 
	5.1 Notices 
	 	 	33	 
	5.2 Payments; Interest; Liens 
	 	 	34	 
	5.3 Intentionally Omitted 
	 	 	35	 
	5.4 Signing of Documents 
	 	 	35	 
	5.5 Captions 
	 	 	35	 
	5.6 Governing Law and Venue 
	 	 	35	 
	5.7 Time of the Essence; Successors and Assigns 
	 	 	35	 
	5.8 Remedies 
	 	 	35	 
	5.9 Arbitration/Attorneys’ Fees 
	 	 	36	 
	5.10 Severability 
	 	 	37	 
	5.11 Gender and Number 
	 	 	37	 
	5.12 Brokerage Commission 
	 	 	37	 
	5.13 Waiver of Jury Trial 
	 	 	37	 





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	 	 	Page

	5.14 Survival of Certain Covenants 
	 	 	37	 
	5.15 Recording 
	 	 	38	 
	5.16 Conflicts 
	 	 	38	 
	5.17 Retained Obligations Under Hover Agreement 
	 	 	38	 
	5.18 Assignment of Agreement 
	 	 	38	 
	5.19 No Partnership or Agency 
	 	 	39	 
	5.20 Resolution of Contractual Uncertainties 
	 	 	39	 
	5.21 Assignment of License Agreements/Leases 
	 	 	39	 
	5.22 Notice on Approved Transfer 
	 	 	39	 
	5.23 Entire Agreement; Exhibits 
	 	 	39	 
	5.24 Stand-Alone Insurance 
	 	 	40	 
	5.25 Further Assurances and Cooperation 
	 	 	41	 
	5.26 Intent of Definitions 
	 	 	41	 
	5.27 Intentionally Omitted 
	 	 	41	 
	5.28 Continuing Seller Interests 
	 	 	41	 
	5.29 Unocal Asset Purchase Agreement 
	 	 	42	 
	5.30 Like-Kind Exchange 
	 	 	42	 
	5.31 Oil Well Exhibit 
	 	 	42	 
	5.32 Intentionally Omitted 
	 	 	43	 
	5.33 Oil Price Hedge 
	 	 	43	 
	5.34 Waiver, Release and Indemnities: Limitations under the PAPA 
	 	 	43	 
	5.35 Buyer’s Counsel as Closing Repository 
	 	 	43	 







 









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	 	 	 	 	Page

	DESCRIPTION
	 	 	 	 
	EXHIBIT “A”

	 	LEGAL DESCRIPTION OF THE PROPERTY INTERESTS	 	 
	EXHIBIT “B”

	 	REPOSITORY INSTRUCTIONS TO BUYER’S GENERAL PARTNER’S COUNSEL	 	 
	EXHIBIT “C”

	 	NON-EXCLUSIVE ASSIGNMENT OF NUEVO’S CONTRACT RIGHTS AND BILL OF SALE	 	 
	EXHIBIT “D”

	 	GRANT DEED	 	 
	EXHIBIT “E”

	 	NATURAL HAZARD ZONES	 	 
	EXHIBIT “F”

	 	EXCLUDED INTERESTS AND RETAINED OBLIGATIONS	 	 
	EXHIBIT “G”

	 	RIGHTS-OF-WAY AND CONTRACTS	 	 
	EXHIBIT “H”

	 	LIST OF KNOWN OIL WELLS AND DEPICTION OF RETAINED PROPERTIES	 	 
	EXHIBIT “I”

	 	PAYMENT AND PERFORMANCE AGREEMENT INCLUDING ACCOMMODATION AND REMEDIATION PROGRAM	 	 
	EXHIBIT “J”

	 	ASSUMPTION OF OBLIGATIONS	 	 
	EXHIBIT “K”

	 	EASEMENT AGREEMENT (NUEVO TO BUYER)	 	 
	EXHIBIT “L”

	 	DEVELOPMENT DECLARATION	 	 
	EXHIBIT 2.2.2.

	 	2002 HISTORICAL COSTS AND EXPENSES	 	 







 









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PURCHASE AND SALE AGREEMENT




     THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made this 28th day of
February, 2003, by and between NUEVO ENERGY COMPANY, a Delaware corporation
(“Nuevo” of “Seller”), and BLACKSAND PARTNERS, L.P., a Texas limited
partnership (“Buyer”), upon the following terms and conditions:



RECITALS




     A. Seller is the owner of those certain parcels of real property (“Land”
or “Property” as defined in 1.1.29), consisting of approximately 810 acres,
located in the County of Orange, State of California, and all the mineral
interests therein (“Property Minerals” as defined in Section 1.1.44) more fully
described in Exhibit “Al,” and is also the owner of (i) certain mineral
interests in the Adjacent Property (defined in Section 1.1.4) as more fully
described in Exhibit “A2,” (ii) certain mineral interests in the District
Property (defined in Section 1.1.13) as more fully described in Exhibit “A3”
and (iii) certain interests in other fee minerals as more fully described in
Exhibit A4. The Property Minerals and the interests described in (i) through
(iii) above, are collectively referred to herein as “Minerals” (as defined in
1.1.33). A depiction of the Land is attached as Exhibit “A5.”



     B. Seller has already taken steps toward the preparation of a portion of
the surface of the Property for development (“Project” as defined in 1.1.42),
including the submission of certain governmental approval documents for
approval of the Project. Upon the execution hereof, Seller and/or the purchaser
of the Project (“Developer”), shall retain all rights and responsibilities for
the continued processing of such governmental approval documents, subject only
to any right of Buyer contained in the Payment and Performance Agreement
(“PAPA”) attached hereto as Exhibit “I.”



     C. Buyer desires to purchase the Property Interests (defined in Section
1.1.43) from Seller and Seller desires to sell the Property Interests to Buyer
on the terms and conditions hereinafter set forth, including the repository
instructions to Buyer’s general partner’s counsel (“Repository Instructions”)
attached hereto as Exhibit “B.”



ARTICLE 1

DEFINITIONS, APPROVALS AND CONSIDERATION





	1.1	 	Definitions.





     1.1.1 “A Final Map” or “Level A Final Map” shall mean a final tract map of
the Property, showing the Development Areas, Retained Properties and Remainder
Parcels as separate, legal parcels under the Map Act. Level B Final Map shall
mean a “final map” of a Development Area as defined in the Map Act and a Level
B Tentative Map shall mean a “tentative map” of a Development Area as defined
in the Map Act (commonly referred to as subdivision maps).



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     1.1.2 “Adjacent Grant Deed” shall mean the grant deed from Seller to Brea
Walden, LLC, dated October 3, 2001, and recorded with the County on October 9,
2001 as Instrument No. 20010710856.



     1.1.3 “Adjacent Minerals” shall mean the items described in Reservations A
and B of the Adjacent Grant Deed.



     1.1.4 “Adjacent Property” shall mean the real property described in
Attachment 1 to the Adjacent Grant Deed (and exclusive of the property
described in Reservations A through E to the Adjacent Grant Deed).



     1.1.5 “Appurtenant Interests” shall mean the following:



          1.1.5.1 All of Seller’s mineral fee interests, royalties, rights to
receive royalties under existing oil, gas and/or mineral leases, rights to take
royalties, and overriding royalties, and working interests in kind and all
other types of interests, whether vested, contingent, reversionary or
otherwise, in oil, gas and all other minerals of any nature whatsoever lying
on, at or near the surface or at any depths or intervals below the surface, in
the Property (collectively, the “Property Minerals”).



          1.1.5.2 All of Seller’s rights, title and interest in rights-of-way,
easements, permits, plans, franchises, licenses, servitudes, surface leases,
and real estate use and occupancy rights and agreements of every kind and
character in, on, across, adjoining or abutting or in any other way relating to
the Property and Adjacent Property in connection with, relating to or arising
out of Oil Operations (collectively, the “Rights-of-Way”), specifically
including, without limitation, those certain rights-of-way (a) listed in
Exhibit “G,” which to the best of Seller’s knowledge (as defined in Section 3.
IB) include all of the material rights-of-way pertaining to the Oil Operations,
and (b) granted in the Easement Agreement. Certain of the Rights-of-Way pertain
to operations and activities affecting both the Property Interests and the
surface estate of the Land. In those instances, Buyer shall be conveyed a
non-exclusive interest in any such Right- of-Way as designated on Exhibit “G”.



          1.1.5.3 All of Seller’s rights, title and interest in all contracts and
agreements relating to the Minerals and Oil Operations, as amended from time to
time (collectively “Contracts”), specifically including without limitation,
those certain Contracts listed in Exhibit “G,” which to the best of Seller’s
knowledge (as defined in Section 3.IB) include all of the Contracts pertaining
to the Minerals.



          1.1.5.4 All of Seller’s fixtures, equipment (including but not limited to
gas turbines, gas processing equipment and oil blending equipment) and
personal property associated with the Minerals and Oil Operations
(collectively, the “Equipment”).



          1.1.5.5 All claims and causes of action in favor of Seller, now existing
or hereafter arising, from or in any way pertaining to Minerals, or in any way
pertaining to, arising from or attributable to the development, production
and/or sale of oil, gas and/or other minerals from the Minerals or Oil
Operations, to the extent such claims or causes of action arise from factors
occurring on or subsequent to the Effective Date (collectively, “Claims”).
All Claims,



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including Claims for refunds, adjustments, income or contribution arising
prior to the Effective Date shall, unless otherwise specified in this
Agreement, be retained by Seller.



          1.1.5.6 All of Seller’s interest in (i) licenses, permits,
authorizations, and approvals issued by Governmental Agencies respecting and
relating to the Minerals or Oil Operations; and (ii) plans and third party
reports, specifications and surveys of the Minerals (collectively, “Rights”).



     1.1.6 “Close” or “Closing” shall mean the contemporaneous payment of the
Purchase Price from Buyer to Seller and the recordation of documents with the
County Recorder, as described in the Repository Instructions.



     1.1.7 “County of Orange” or “County” shall mean Orange County, California,
and any City within the County, as applicable. “City” shall mean Brea,
California.



     1.1.8 “Developer” shall mean Seller as the initial applicant to
Governmental Agencies for development of the Project or any entity (or
entities, collectively and individually) which subsequently acquires all or any
portion of the surface fee interest in the Land for the purpose of developing
all or part of the Project.



     1.1.9 “Development Areas” shall mean those portions of the Property
designated for improvements by Developer in connection with the Project, all as
shown in the final Area Plan, the A Final Map or any Level B Final Map.



     1.1.10 “Development Declaration” shall mean the Development Declaration
attached as Exhibit “L.”



     1.1.11 “Development Documents” as used in this Agreement or in any of the
documents described in the Article hereof entitled “Further Documentation”
shall mean this Agreement (with all its exhibits), together with each and every
document described in such Article and shall include without limitation the (a)
Non-Exclusive Assignment of Nuevo’s Contract Rights and Bill of Sale, (b) Grant
Deed, (c) PAPA, (d) Easement Agreement, (e) Development Declaration and (f)
Repository Instructions. All of the definitions contained in any of the
Development Documents, unless stated otherwise in this Agreement, are
incorporated herein by reference.



     1.1.12 “DD Period” shall mean that certain DD period during which Buyer
satisfied itself as to the suitability of the Oil Operations and Property
Interests for their intended purpose and use.



     1.1.13 “District Property” shall mean the real property conveyed to the
Brea-Olinda Unified School District (“District”) pursuant to that certain
Impact Mitigation Agreement between Seller and the District, dated as of
October 28, 2002, as described in the grant deed (the “District Deed”) from
Seller to the District, a copy of which has been provided to Buyer. “District
Minerals” shall mean the items described in Reservations A and B of the
District Deed.



     1.1.14 “Effective Date” shall mean January 1, 2003.



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     1.1.15 “Environmental Laws” shall mean “Environmental Laws” as defined in
Section 3.5.7.



     1.1.16 “Excluded Interests” shall mean those interests more fully
described in Exhibit “F1.”



     1.1.17 Subject to Exhibit “I,” “Exclusive Use Areas” for individual wells,
including injector wells, shall mean those areas within the Development Areas
around and immediately contiguous to Oil Wells (including newly drilled wells
after the Close) which are for the exclusive use of Buyer for its Oil
Operations, including, but not limited to, operating, pulling and reworking of
Buyer’s Oil Wells and for the repair, maintenance or other operations on any
pipeline, electrical facilities or any other Facility used in connection with
Buyer’s Oil Operations. Said Exclusive Use Areas are each anticipated to be
approximately (a) ten feet (10’) by ten feet (10’) in the Development Areas and
(b) sixty feet (60’) by ninety feet (90’) in the Open Space Areas.



     1.1.18 “Retained Obligations” shall mean (a) any obligations or duties
under the Hover Agreement as set forth on Exhibit “F2,” including the
obligation to plug or abandon wells or perform other remedial work, (b) the
obligations and liabilities relating to or arising from the matters set forth
on Exhibit “F3,” and (c) the obligations and liabilities relating to or arising
from that certain Impact Mitigation Agreement described in 1.1.13.



     1.1.19 “Finished Grading” shall mean the grading of the Property, from
time to time, in accordance with the Level B Tentative Maps, which will have
been approved by the appropriate Governmental Agency.



     1.1.20 Intentionally Omitted.



     1.1.21 “Governmental Agency” or “Governmental Body” shall mean the State
of California (“State”) and any governmental body of the State, and shall also
include all “public” and “quasi-governmental” entities within the State and any
federal agency or body with jurisdiction over the Land, Property Interests
and/or Oil Operations, or any portion thereof, for any reason or purpose.



     1.1.22 “Governmental Approval Documents” shall mean any and all
agreements, documents, applications, requests, submissions, correspondence
and/or writings of any nature submitted to, approved and/or engendered or
prepared by a Governmental Agency in connection with the Governmental
Approval(s).



     1.1.23 “Governmental Approvals” means any and all governmental approvals,
permits, rights and/or entitlements of any nature whatsoever requested from
or granted by any Governmental Agency in connection with, relating to or
arising out of Oil Operations.



     1.1.24 “Grant Deed” shall mean the executed and recordable deed conveying
the Minerals and Rights-of-Way to Buyer, generally in the form attached as
Exhibit “D.”



     1.1.25 “Hazardous Substance” shall mean “Hazardous Substance” as described
in Section 3.5.



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     1.1.26 “Hover Agreement” shall mean that certain agreement for the
purchase and sale of the Adjacent Property between Seller and Brea Walden, LLC
dated September 28, 2001, as amended, including without limitation, the escrow
instructions and other exhibits contained therein.



     1.1.27 “Information” shall mean those items of information and materials
described in Section 2.5.1.



     1.1.28 Subject to Exhibit “I,” “Joint Use Areas” for individual wells
shall mean those areas in the Development Areas around and immediately
contiguous to the Exclusive Use Areas which are for the joint use of Buyer, or
Buyer’s successors in interest, and Developer and which may be used by Buyer
for its Oil Operations e.g., among other things, to pull and rework Buyer’s Oil
Wells, lay, construct, maintain, operate, repair, renew, change the size of and
remove pipelines and electrical and other Facilities, together with
valves and other necessary appurtenances, for the transportation of oil,
petroleum, gas, gasoline, water and other substances, over, across, along,
through, in and under the Property. Said Joint Use Areas are each
anticipated to be approximately sixty feet (60’) by ninety feet (90’).



     1.1.29 “Land” or “Property” shall mean the real property, consisting of
approximately 810 acres, located in the County, depicted in Exhibit “A5.”



     1.1.30 “Map Act” shall mean the California Subdivision Map Act (Cal. Gov.
Code §§66410 et seq.).



     1.1.31 “Grading” shall mean the rough excavation of the Property, as
required by Developer’s development of the Project (including temporary water
and power, fencing, demolition, clearing and grubbing, and erosion, dust and
vector control during the period of such grading work). Grading will include
bringing the lots to blue top staked rough grade elevations and street sections
to the established rough grade sections, ready for utilities. “Grading Plan”
shall mean the rough grading plan approved for the Project by the appropriate
Governmental Agencies.



     1.1.32 “Material,” as used in Sections 3.1.9, 3.1.17, 3.1.18, and 3.1.19
respectively, shall mean an aggregate amount in excess of $500,000 for the
matters set forth in each such section individually.



     1.1.33 “Minerals” shall mean the Property Minerals, Adjacent Minerals,
District Minerals and Other Minerals, collectively.



     1.1.34 “Oil Operations” shall mean “to operate and service” each of
Seller’s present and future oil wells and related oil field Facilities on the
Land, as defined in Section D2 of Exhibit “K.”



     1.1.35 “Oil Wells” shall mean the Oil Wells shown on Exhibit “H,” and any
newly drilled wells after the Close.



     1.1.36 “Open Space Areas” shall mean those portions of the Property
designated for open space within the Remainder Parcel(s), in the final Area
Plan or the Level A Final Map.



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     1.1.37 “Operator” shall have meaning prescribed in the PAPA which is
attached at Exhibit “I.”



     1.1.38 “Other Minerals” shall mean those mineral interests, more fully
described in Exhibit “A4.”



     1.1.39 “PAPA” shall mean the Payment and Performance Agreement attached as
Exhibit “I.”



     1.1.40 Intentionally Omitted.



     1.1.41 “Party” or “party” shall mean Seller or Buyer.



     1.1.42 “Project” shall mean that certain project (a) described in the
following documents: (i) EIR No. 581, SCH No. 2001031137, for the Tonner Hills
Planned Community, dated April, 2002, approved by the County as lead Agency on
November 19, 2002, as amended and/or modified from time to time (“EIR”), (ii)
Planned Community 2001-01, (iii) Development Agreement ZC01-01, (iv) Tonner
Hills Area Plan and (v) Biological Opinion dated December 30, 2002, as used by
the U.S. Army Corps of Engineers in its Section 404 Permit and/or (b) all of
Seller’s rights, title and interest therein as of the Close, as the context in
this Agreement requires.



     1.1.43 “Property Interests” shall mean, collectively, all of Seller’s
rights, title and interest in the Minerals and the Appurtenant Interests (and
any and all of Seller’s duties and obligations in connection therewith) EXCEPT
for (a) those rights, title and interests which Seller is prohibited or
restricted, in whole or in part, by (i) any statute, law, ordinance, rule,
regulation, order or notice of any Governmental Agency or (ii) any contractual
arrangement or agreement, from transferring, selling or conveying, or (b) the
Excluded Interests. The Excluded Interests are described in Exhibit “F.”



     1.1.44 “Property Minerals” shall mean all oil, oil rights, minerals,
mineral rights, natural gas rights and other hydrocarbons, of every type and
nature, by whatsoever name known, geothermal steam and all products derived
from any of the foregoing, that may be within or under the Land as set forth as
the Grant Deed.



     1.1.45 “Purchase Price” shall mean the purchase price described in
Section 2.2.



     1.1.46 “Release” shall mean and include any accidental or intentional
spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, migrating, dumping or disposing into the air,
land, surface water, ground water or the environment of any Hazardous
Substance (including, without limitation, the abandonment or
discarding of receptacles containing any Hazardous Substance).



     1.1.47 “Remainder Parcels” shall mean all those portions of the surface
fee interest in the Land (exclusive of that portion of the Property Minerals
lying therein or thereunder) not shown as Development Areas on the final Area
Plan or the Level A Final Map.



     1.1.48 “Retained Properties” shall mean those surface fee parcels
(exclusive of that portion of the Property Minerals lying therein or
thereunder) to be used for continuing Oil



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Operations (defined in Exhibit “K”) within the Remainder Parcel(s), all as
depicted on Exhibit “H,” which shall be shown on the final Area Plan or Level
A Final Map.



     1.1.49 “Torch” shall mean collectively Torch Energy Advisors,
Incorporated, and Torch Operating Company, Novistar, Inc. and Torch Energy
Marketing, Inc., or any affiliate thereof or successor thereto.



     1.1.50 “Transaction” shall mean the transaction between Seller
and Buyer contemplated by this Agreement.



     1.1.51 “Transaction Documents” shall mean all written, printed and
tangible materials contained within the Information.



     1.1.52 “Transfer” shall mean any Sale or Transfer by Buyer, whether
voluntary or involuntary, of any portion of any Property Interest or interest
in Oil Operations or this Agreement.



     1.1.53 “Sale or Transfer” shall include any indirect transfer by way of
merger, consolidation, stock sale, assignment, corporate reorganization or
other conveyance by business arrangement of any ownership interest, of any sort
whatsoever, in the Property Interests, Oil Operations, this Agreement, the
Development Documents described herein and/or in any entity with an ownership
interest herein or therein, including the sale, assignment, or other conveyance
of any partnership or limited liability company interests or membership.



     1.1.54 “Unocal” shall mean Union Oil Company of California and/or
Unocal California Pipeline Company.



     1.1.55 “Unocal Asset Purchase Agreement” shall mean that certain agreement
for the purchase and sale of the assets of Union Oil Company of California and
Union California Pipeline Company, between Seller and Unocal, dated February
16, 1996.



     1.1.56 “Well Abandonment and Oil Field Accommodation Program” or “Program”
shall mean the oil well abandonment and oil well/facilities accommodation plan
contained in the PAPA which specifies the Work in respect thereof that shall be
performed by Seller and/or Buyer on the Property, whether currently or in the
future, in accordance with California Division of Oil, Gas and Geothermal
Resources (“CDOGGR”) and other Governmental Agency regulations, as set
forth in Exhibit “I.”



     1.1.57 “Work” means all work, construction and/or improvements required
of, or authorized to be done or constructed by, the Party identified as
responsible therefor, or any other work initiated and/or completed by a Party.



     Unless defined to the contrary therein, all terms defined in this
Agreement shall have the same meaning in all the Development Documents, and
vice-versa.



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	1.2	 	Governmental Approvals.





     Prior to the Close, Seller agrees, at Seller’s cost and expense, all as
described elsewhere herein, to continue processing any Governmental Approval
Documents necessary for continued Oil Operations.




	1.3	 	Consideration.





     Buyer hereby acknowledges that Buyer is a sophisticated purchaser of
minerals and properties for use in oil and gas operations, has sought advice
from legal and environmental professionals on the terms herein, and has agreed
to each and every provision hereof.



ARTICLE 2 

PURCHASE PRICE





	2.1	 	Purchase of the Property Interests.





     Seller agrees to sell and Buyer agrees to purchase the Property Interests
and to Close this Transaction according to all the terms of this Agreement,
including the Repository Instructions, or as otherwise agreed in writing by
Seller and Buyer.




	2.2	 	Purchase Price.





     The Purchase Price shall consist of:



     2.2.1 Basic Purchase Price.



                    The Basic Purchase Price shall be Fifty-Nine Million Dollars ($59,000,000)
in cash to be paid to Seller by Buyer at the Close.



     2.2.2 Adjustment Amount.



     Notwithstanding anything to the contrary in this Agreement, Seller and
Buyer agree that the Purchase Price shall be adjusted up or down as provided in
this Section 2.2.2 as follows:



                    Increase. The Purchase Price shall be increased by the following amounts
(without duplication):



                    (a) An amount equal to all of Seller’s customary and normal costs and
expenses (the categories of costs and expenses for which adjustments shall be
made are reflected in the 2002 historical cost and expense summary attached
hereto as Exhibit 2.2.2.), including overhead, that are attributable to the
Property Interests and/or Oil Operations for the period from the Effective
Date to the Closing Date (the “Closing Period”), whether paid before or after
the Effective Date, including those paid by Seller for bond and insurance
premiums attributable to coverage during the Closing Period; and



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                    (b) An amount equal to all proceeds received by Buyer from whatever
source derived that relate to the Property Interests or Oil Operations and are
attributable to periods on or before the Effective Date.



                    Decrease. The Purchase Price shall be decreased by the following amounts
(without duplication):



                    (a) An amount equal to the proceeds received by Seller for the sale of oil
and/or gas production from the Minerals or otherwise from Oil Operations on or
after the Effective Date, net of all applicable royalties and taxes not
reimbursed to Seller by a purchaser of such production.



                    (b) An amount equal to all proceeds received by Seller from whatever
source derived that relate to the Property Interests or Oil Operations and are
attributable to periods on or after the Effective Date.



                    (c) An amount equal to the costs and expenses attributable to the Property
Interests or Oil Operations that accrued prior to the Effective Date, if paid
or assumed by Buyer. This amount shall be based upon the same categories as are
set forth above under “Increase” in this Section 2.2.2.



                    As further guidance and instruction to Seller and Buyer regarding the
Adjustment Amount, the Parties have agreed as follows:



                    2.2.2.1 Disposition of Accounts Receivable and Other Revenues. Revenue
associated with the Property Interests, to the extent that such revenue is
attributable to times prior to the Effective Date, and oil in tanks above the
pipeline connections and oil and gas produced prior to such date shall not be
sold to Buyer but shall remain the property of Seller. All storage tanks, if
any, at the Property Interests shall be gauged as of 8:00 a.m. local time on
the Effective Date to determine the amount of oil that is allocable to either
Seller or Buyer. Buyer shall be deemed to have accepted the gauging as to
quantity and gravity set at the gauging, as reflected in Seller’s records. Such
gauging shall deduct reasonable and customary amounts for line-fill and tank
bottoms necessary for operations. Seller shall sell to Buyer all oil and gas
not otherwise sold to Buyer herein, including the oil deemed from such gauging
to belong to Buyer, based on the price received by Seller in January 2003. To
the extent Seller has sold its interest in any hydrocarbon production after the
Effective Date and the Purchase Price is not adjusted therefor, Seller shall
deliver the proceeds to Buyer promptly upon receipt.



                    2.2.2.2 Proration of Taxes. All taxes including but not limited to
occupation, personal property, severance and other taxes and charges on any of
the Property Interests, with the exception of the real estate and ad valorem
taxes for periods prior to the Effective Date which are the sole responsibility
of the Seller, shall be prorated as of the Effective Date. Seller shall pay
all such items for all periods prior to such date and shall be entitled to all
refunds and rebates with regard to such periods. In the event Buyer pays
additional taxes or charges which are assessed upon or levied against any of
the Property Interests after Closing with respect to the period prior to the
Effective Date, Seller shall promptly reimburse Buyer the amount thereof upon
presentation of a receipt of payment therefor. If Seller elects to challenge
the validity of



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such assessment or levy, or any portion thereof, Buyer shall extend reasonable
cooperation to Seller in such efforts, at no commercially unreasonable expense
to Buyer.



                    Buyer shall be responsible for the determination and payment of any
Transaction, sales, use and transfer tax, if any due, on the sale and purchase
of the Property Interests and/or any tangible personal property hereunder, and
for any increase in any taxes as a result of the Transaction and for any
interest and/or penalties thereon, not the fault of Seller, as more fully
described below.



                    To the extent Seller has sold its interest in any hydrocarbon production
at or after the Effective Date and the Purchase Price is not adjusted
therefor, Seller shall deliver the proceeds to Buyer promptly upon receipt.



                    2.2.2.3 Proration of Credits and Payment Obligations. All credits and
payment obligations associated with the Property Interests, including but not
limited to royalties, lease rentals, and other forms of contractual payments
shall be prorated between Seller and Buyer as of the Effective Date. Seller
shall be responsible for all such items accrued and owing prior to the
Effective Date, and Buyer shall be responsible for and shall pay for all such
items accrued and owing on and after such date.



                    2.2.2.4 Sales Tax and Use Taxes. Buyer shall be responsible for all sales,
use, and similar taxes arising out of the sale of the Property Interests, if
any. Buyer shall hold harmless and shall indemnify Seller for any sales or
use taxes assessed against Seller by any taxing authority in respect of this
Transaction, including the amounts of any penalties and interest as provided in
Sections 3.5 and 5.2. After consultation with Buyer, any reasonable legal
expenses incurred by Seller to reduce or avoid any of the aforementioned taxes,
shall be paid or reimbursed by Buyer. Buyer shall make timely payment of any
taxes required to be paid by it hereunder subject to any dispute or contest by
Buyer with any taxing authority related to such taxes.



                    Should this Transaction constitute an isolated or occasional sale and not
be subject to sales or use tax with any of the taxing authorities having
jurisdiction over this Transaction, Seller agrees to cooperate with Buyer in
demonstrating that the requirements for an isolated or occasional sale or any
other sales tax exemption have been met, at no commercially unreasonable
expense to Seller.



                    2.2.2.5 Closing Statement. Seller shall deliver to Buyer not less than
five (5) Business Days before the Closing a statement (the “Closing Statement”)
setting forth the adjustments to the Purchase Price provided in this Section
2.2.2 and using estimates where actual amounts are not known before Closing.
The Closing Statement shall be prepared in accordance with customary accounting
principles used in the oil and gas industry. Such Closing Statement shall be
preliminary in nature and is subject to revision in accordance with the Audit
described below. As used herein, the term “Business Day” shall mean a day other
than Saturday or Sunday or any legal holiday for commercial banking
institutions under the laws of the State of California.



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                    2.2.2.6 Payment of Adjustment Amount. The Adjustment Amount,
determined pursuant to Section 2.2.2, shall be paid to Seller by Buyer in cash
at the Closing.



                    2.2.2.7 Audit. The Adjustment Amount shall be subject to a
final reconciliation by agreement of the Parties within ninety (90) days after
the Close based upon a mutual audit (“Audit”) of the relevant books and records
of Seller as of the Effective Date and the Closing Date, as described in
Section 2.2.2.8 below. Any overpayment or underpayment determined pursuant to
the Audit shall be disbursed by the appropriate Party to the other in cash
within ten (10) Business Days after completion of the Audit.



                    2.2.2.8 Audit: Final Accounting.



                    (a) Settlement Statement. As soon as practical after completion of the
Audit and, in any event, no later than ninety (90) calendar days after the
Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Final
Settlement Statement”) setting forth the adjustments to the Purchase Price and
the final Adjustment Amount. The Final Settlement Statement shall be prepared
in accordance with customary accounting principles used in the oil and gas
industry, and shall reflect all amounts shown on the Closing Statement. Within
thirty (30) calendar days after Buyer’s receipt of the Final Settlement
Statement, Buyer and Seller shall agree on the final accounting.



                    (b) Arbitration of Final Settlement. If Seller and Buyer cannot agree upon
the Final Settlement Statement, the Los Angeles Office of a mutually-agreed
accounting firm shall be designated to act as an arbitrator and to decide all
points of disagreement with respect to the Final Settlement Statement, such
decision to be binding on both parties. If such firm is unwilling or unable to
serve in such capacity, Seller and Buyer shall attempt to, in good faith,
designate another acceptable person as the sole arbitrator under this Section.
If the parties are unable to agree upon the designation of a person as
substitute arbitrator, then Seller or Buyer, or both of them, may in writing
request the Judge of the United States District Court for the Central District
of California senior in term of service to appoint the substitute arbitrator.
The arbitration shall be conducted pursuant to the terms of Section 5.9.



                    (c) Payment. Upon the payment of any amounts due pursuant to the Final
Settlement Statement, neither Seller nor Buyer shall have any further claims
based on the division of ownership or division of expenses as set forth in this
Section 2.2.2.




	2.3	 	Intentionally Omitted.
	 
	2.4	 	Intentionally Omitted.
	 
	2.5	 	Buyer’s DD Period; Return of Documents.





     2.5.1 Seller has previously delivered or made reasonably available to
Buyer written and other oral, printed and tangible materials relating to the
Project, the Property Interests and Oil Operations (collectively,
“Information”), including those located at (a) its Brea Data Room, 500 North
Kraemer Boulevard, Brea, California, (b) its regional headquarters at 1200
Discovery Drive, Bakersfield, California, and other, related facilities in
Bakersfield (including Information from its field office at 201 South Broadway,
Orcutt, California, and other related facilities in



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Orcutt) and (c) its company headquarters at 1021 Main Street, Houston, Texas.
Except as otherwise provided herein, Seller makes no representation or
warranty regarding the accuracy or effectiveness of the Information so
provided to Buyer. Except as otherwise provided herein, Buyer has previously
satisfied itself with respect to, and has approved, the Information.



     2.5.2 Buyer had the DD Period to determine whether the Property Interests
(and all matters pertaining thereto, including the use of all or a portion
thereof) and Oil Operations are suitable for the uses for which they are
contemplated to be used, and to obtain any final approval from Buyer’s board
of directors, any partner, co-venturer, parent, affiliated entity, financial
institution or the like (“Feasibility Matters”). Buyer has approved the
Feasibility Matters. Among other things, during the DD Period, Buyer entered
upon the Land and Property Interests from time to time for the purposes of its
inspection and testing thereof and of the Oil Operations (“Inspection and
Investigation”) described as follows:



                    (a) to inspect the Land to satisfy itself that the Land is satisfactory
for use in Oil Operations,



                    (b) to inspect the condition of the Property Interests and Oil Operations
by conducting customary soil, Mineral, geological, seismic,
archaeological, biological, hydrological, drainage and other engineering,
operations, and/or environmental or other physical tests,



                    (c) to review the title to the Property Interests and any underlying
documents appearing of record against such title and to investigate all other
portions of the Property Interests and Oil Operations, and/or



                    (d) to interview any other relevant sources of information about the
Property Interests and Oil Operations, including Governmental Agencies.



Buyer was required to (a) defend and indemnify Seller for its Inspection and
Investigation, and (b) vacate the Property Interests in substantially the same
condition, without defects, as they existed prior to its entrance thereon. The
Inspection and Investigation were conducted in lieu of any notice required by
Section 25359.7 of the California Health and Safety Code, and Buyer hereby
waives any requirement for a notice pursuant to that provision.



                    Buyer has approved the Inspection and Investigation, including without
limitation, all soil and other physical and ALL OTHER CONDITIONS comprising
the Feasibility Matters pertaining to the Land and all portions of the
Property Interests and Oil Operations and the intended development of the
Project with respect to Buyer’s use for Oil Operations.



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     2.5.3 If this Transaction fails to Close for any reason, to the extent in
Buyer’s possession, the Information shall be returned to Seller within ten
(10) days of the Transaction’s failure to Close.




	2.6	 	Conditions to Close.





     Unless waived by Seller or otherwise provided herein, Buyer must meet all
of the following conditions prior to the Close:



     2.6.1 Buyer must pay to Seller in cash (i) the Basic Purchase Price as set
forth herein; and (ii) the Adjustment Amount, if any, as set forth in Section
2.2.2.



     2.6.2 Buyer shall have executed, acknowledged and deposited
all other documentation required by this Agreement as follows: (a) the PAPA
in the form of Exhibit “I,” (b) Development Declaration, in the form of Exhibit
“L,” (c) the Repository Instructions in the form of Exhibit “B” with the
counsel for Buyer’s General Partner, Kent G. Snyder, at the address for Notices
shown in Section 5.1., (d) Grant Deed, in the form of Exhibit “D,” (e) Easement
Agreement in the form of Exhibit “K,” and (f) the Non-Exclusive Assignment of
Contract Rights and Bill of Sale in the form of Exhibit “C.”



                    Unless waived by Buyer or otherwise provided herein, Seller must meet all
of the following conditions at the Close:



     2.6.3 Seller shall have (a) executed and acknowledged the Development
Declaration in the form of Exhibit “L” and Grant Deed in the form of Exhibit
“D” and (b) executed the Repository Instructions, the Non-Exclusive Assignment
of Contract Rights and Bill of Sale in the form of Exhibit “C,” the PAPA in the
form of Exhibit “I,” and the Easement Agreement in the form of Exhibit “K,” and
deposited them all with Kent G. Snyder at his address for Notices shown in
Section 5.1.



     2.6.4 Seller is not in material default under the Development Documents.


ARTICLE 3

     
REPRESENTATIONS AND WARRANTIES; AS IS PURCHASE; DISCLAIMERS AND
REQUIRED DISCLOSURES; GOVERNMENTAL APPROVALS AND COMPLIANCE;
DEVELOPMENT COSTS, TAXES AND ASSESSMENTS; INSURANCE; INDEMNITIES




	3.1	 	A. Authorization of Buyer.





                    Buyer shall provide Seller with a written instrument executed by an
officer of Buyer and certified by its secretary or assistant secretary that (1)
Buyer is in “good standing” and authorized to conduct its business in
California, (2) the Transaction contemplated by this Agreement has been duly
authorized by its Board of Directors, partners or constituent members in
accordance with its Articles and By-Laws, Partnership Agreement and/or
organizational documents, (3) the undersigned have the duly constituted
authority to execute, deliver and perform this Agreement on behalf of Buyer;
and (4) all information provided by Buyer to Seller as required herein, is
accurate and correct as of the Close.



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     B. Seller Representations and Warranties.



                    Except for the Information or as otherwise disclosed to Buyer, for which
no representation or warranty is made, Seller makes the following
representations and warranties which shall be true and correct as of the Close
and for a period of one (1) year. As used herein, the phrase “to the best of
Seller’s knowledge” or “actual knowledge” means the actual knowledge of George
Nilsen, Bruce Laverty, Phillip Gobe, David Leach, Phillip Sorbet, Brian
Garber, Thomas Calhoun and/or Rufus Estis, without any independent
investigation.



     3.1.1 Authorization.



                    Seller has full power and authority to enter into this Agreement and to
perform all of its obligations hereunder, and has taken all action required by
law and its governing instruments to authorize the performance of this
Agreement by Seller. Each individual who has executed this Agreement on behalf
of Seller has the right, power, legal capacity and authority to execute,
deliver and perform this Agreement on behalf of Seller. To the best of
Seller’s knowledge, no material consent, approval, order, or authorization of,
or declaration, filing, or registration with, any court or Governmental Agency
is required to be obtained or made by Seller in connection with the execution,
delivery, or performance by Seller of this Agreement, each other agreement,
instrument, or document executed or to be executed by Seller in connection
with the Transaction.



     3.1.2 Conflicting Agreements.



                    To the best of Seller’s knowledge, neither the execution or delivery of
this Agreement, nor the consummation of the Transaction contemplated herein,
will materially conflict with, or result in a significant breach of any
material contract, license, lease, easement, document, instrument, undertaking
or order to which Seller is a party or by which Seller is bound, or constitute
a default thereunder, or except as contemplated herein, result in the creation
of any lien or encumbrance upon the Property Interests.



     3.1.3 Violation of Law.



                    To the best of Seller’s knowledge, there is no condition affecting the
Property Interests in material violation of any applicable law, statute or
ordinance, nor will the Property Interests be in material violation at the
Close.



     3.1.4 Property Interests.



                    To the best of Seller’s knowledge, Seller is not prohibited or restricted,
in whole or in part, by statute, law, ordinance, rule, regulation, order or by
notice of any Governmental Agency or any material contractual arrangement,
except as to the Excluded Interests described in Exhibit “F,” from transferring
its Property Interests.



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     3.1.5 Required Work.



                    To the best of its knowledge, Seller has not received, nor is Seller
aware of, any written notification from any city, county, or state
Governmental Agency having jurisdiction over the Property Interests requiring
any work to be done on or affecting the Property Interests.



     3.1.6 Transaction Documents.



                    To the best of Seller’s knowledge, the Transaction Documents are true and
correct copies and there are no other material documents or instruments which
would constitute Transaction Documents that have not been made available to
Buyer by Seller. To the best of Seller’s knowledge, the Transaction Documents
contain all written, printed and tangible information within its possession
which is material to the ownership of the Property Interests and the conduct
of the Oil Operations thereon. Seller does not warrant or make any
representation as to their accuracy or effectiveness for the purposes of
Buyer’s use of or operation of the Property Interests or for Oil Operations or
for any other purpose (or, consistent with Section 3.2, warrant the
merchantability or fitness of the Property Interests for any purpose).



     3.1.7 Litigation.



                    To the best of Seller’s knowledge, there is no litigation or legal
proceeding pending or threatened against Seller or the Property Interests
except for Hills For Everyone vs. Orange County, Superior Court of the County,
Case No. 02CC18652, filed December 18, 2002, which, among other things, seeks
to invalidate certain Project governmental approvals. However, not
withstanding the foregoing, to the best of Seller’s knowledge, there is no
litigation or legal proceeding pending or threatened against Seller or the
Property Interests which would materially and adversely affect Seller’s or
Buyer’s ability to perform their respective obligations hereunder or Buyer’s
use of the Property Interests or proposed conduct of the Oil Operations.



     3.1.8 Property Interests Defects.



                    To the best of Seller’s knowledge, there are no material, adverse latent
defects or conditions, including, without limitation any environmental
conditions, wetlands or endangered species on or about the Property Interests
which would cause injury or damage to persons or property, or which would have
a material adverse effect on Buyer’s use of the Property Interests or conduct
of Oil Operations.



     3.1.9 No Hazardous Substance Activity.



                    To the best of Seller’s knowledge, no Material Hazardous Substance
Activity, as defined in Section 3.5.7, except in connection with normal Oil
Operations, has occurred on the Property Interests.



     3.1.10 No Created Rights to Acquire Property.



                    To the best of Seller’s knowledge, Seller has not created any rights in or
right to acquire the Property Interests or any part thereof, in any person,
firm or entity except to the extent of Buyer’s rights pursuant to this
Agreement, and except as may be otherwise provided in



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this Agreement, as long as this Agreement remains in force, Seller will not,
without Buyer’s prior written consent, lease, transfer, option, mortgage,
pledge, or convey its interest in the Property Interests or any portion
thereof.



     3.1.11 Access.



                    To the best of Seller’s knowledge, there are no facts or conditions which
would prevent access to and from the Property Interests on existing highways
and roads.



     3.1.12 Production Sales Contracts.



                    Subject to Section 5.33, to the best of Seller’s knowledge, there are no
agreements or arrangements for the sale of production from the Minerals
(including calls on, or other rights to purchase or production, whether or not
the same are currently being exercised) other than contracts identified in
Section 1.1.5.3 hereof and Seller is presently receiving a price for all oil
production from (or attributable to) the Minerals covered by a contract as
computed in accordance with the terms of such contract, and deliveries of
production from the Minerals subject to such contracts are not curtailed
substantially below the delivery capacity of such Minerals.



     3.1.13 Area of Mutual Interest and Other Agreements; Tax Partnerships.



                    To the best of Seller’s knowledge, the Minerals are not subject to (nor
have related to them) (a) any area of mutual interest agreements, (b) any
farm-out or farm-in agreements under which any party thereto is entitled to
receive assignments not yet made, or could earn additional assignments after
the Effective Date, and/or (c) any tax partnership.



     3.1.14 Payment of Expenses.



                    To the best of Seller’s knowledge, all expenses (including all bills for
labor, materials and supplies used or furnished for use in connection with the
Property Interests, and all severance, production, ad valorem, windfall profit
and other similar taxes) relating to the ownership or operation of the
Property Interests (and Oil Operations), have been, and are being, paid in the
ordinary course of business by Seller, except such expenses and taxes as are
disputed in good faith by Seller.



     3.1.15 Government Permits.



                    To the best of Seller’s knowledge, Seller has all material governmental
licenses and permits necessary to own and operate the Property Interests (and
conduct Oil Operations) as presently being owned and operated, and such
licenses, permits and filings are in full force and effect and Seller has not
received written notices of any material violations that have not been
satisfied or addressed to Seller’s satisfaction in respect of any such
licenses or permits.



     3.1-16 Reserve Report Information.



                    To the best of Seller’s knowledge, the information furnished by Seller to
Buyer (at the time given) and to Ryder-Scott Company (at the time given) in
connection with the



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preparation of the reserve report, dated as of December 31, 2001, does not
contain inaccuracies or misrepresentations that would have a material adverse
impact on the value of the Minerals as a whole.



     3.1.17 No Alienation.



     Within 120 days of the date hereof, Seller has not sold, assigned,
conveyed, or transferred or contracted to sell, assign, convey or transfer any
right or title to, or interest in, any Material leases of any Property
Interests.



     3.1.18 No Oral Contracts.



                    To the best of Seller’s knowledge, Seller has not entered into any
Material oral contracts with respect to a Property Interest which is still in
force and effect.



     3.1.19 Preferential Rights and Consents to Assign.



                    To the best of Seller’s knowledge, there are no Material consents to
assignment or waivers of preferential rights to purchase that must be obtained
from third parties in order for Seller to consummate the Transaction without
violating or breaching a material duty or obligation of Seller.



     3.1.20 Intentionally Omitted.



     3.1.21 Remediation Obligations.



                    With respect only to the Property Interests, each of Unocal and Seller
has performed all its obligations under the Unocal Asset Purchase Agreement to
perform Remedial Work and has performed all of the obligations assumed by it
under the Unocal Asset Purchase Agreement in connection with Seller
Environmental Liabilities, Buyer Environmental Liabilities, Environmental
Claims and Environmental Permits, or any other environmental matters,
conditions, or concerns relating to the Property Interests. Capitalized terms
in this Section 3.1.21 shall have the meaning set forth in the Unocal Asset
Purchase Agreement.



     3.1.22 Environmental Permits.



                    Exhibit “G” lists certain permits, licenses, approvals, or other
authorizations by federal, state or local executive, legislative, judicial,
regulatory or administrative, agency, board, or authority (including without
limitation Governmental Agencies) with respect to activities, operations or
businesses conducted on or in relation to the Property Interests under any
Environmental Laws or otherwise.



     3.1.23 Information.



                    To the best of Seller’s knowledge, the Information is not materially false
or misleading.



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     3.1.24 Organization.



                    Seller is a corporation validly existing under the laws of the State of
Delaware. Seller owns the Property Interests and Seller has no actual
knowledge of any claims of others to ownership thereof.



                    C. Buyer’s Representations and Warranties.



                              Buyer represents and warrants to Seller the following, as of the execution
of this Agreement and at the Closing:



     3.1.25 Buyer is a limited partnership duly organized, validly existing and
in good standing under the laws of the State of Texas and has all requisite
powers to carry on its business as it is now being conducted.



     3.1.26 Buyer has the power and authority to make and carry out this
Agreement and to be bound by any and all terms and conditions hereof. All
necessary partnership action on the part of Buyer required for the
authorization of the Transaction provided for herein has been duly taken.



     3.1.27 Buyer is qualified to do business in the State of California.



     3.1.28 Buyer is not a “foreign person” as such term is used in Section
1445 of the Internal Revenue Code (“IRC 1445”).



     3.1.29 Notwithstanding anything to the contrary herein, Buyer has
sufficient, non- contingent financial resources to pay the Purchase Price and
to fulfill its obligations as specified in the Development Documents as of the
Closing.



     3.1.30 Buyer is and has been since its inception engaged primarily in the
business of Oil Operations.



     3.1.31 Buyer and its constituent partners are experienced and
knowledgeable investors in the oil and gas business. Prior to entering into
this Agreement, Buyer and its constituent partners were advised by their own
legal, tax and other professional counsel and other consultants concerning this
Agreement, the Property Interests, the Oil Operations and the value thereof.
Buyer is aware of the risks and uncertainties of an investment in the oil and
gas business.



     3.1.32 Buyer is aware of no litigation or legal proceeding pending or
threatened against Buyer, or any of its partners, which would materially and
adversely affect their ability to perform their respective obligations under
this Agreement.



     D. Covenants by Seller.



     3.1.33 Prior to the Close, Seller will continue processing any
Governmental Approvals for the conduct of the Oil Operations at Seller’s sole
cost and expense. In no event shall Seller’s




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failure to obtain any such approvals entitle Buyer to the refund
of any payments or expenses incurred pursuant to this Agreement, including
taxes, assessments, costs, expenses and/or fees.



     3.1.34 Without Buyer’s consent, Seller shall not intentionally waive,
release or otherwise discharge the Construction Entities as defined in Section
3.2.4 from liability resulting from their negligence, gross negligence, or
willful misconduct. In connection with this Agreement, including Section
3.5.5, Seller shall use commercially reasonable efforts not to enter into
contracts with Construction Entities that waive Seller’s claims for negligence
against such Construction Entities.



     3.1.35 Prior to Closing, Seller will not without the Buyer’s consent which
shall not be unreasonably withheld: (a) enter into any contract, other than in
the ordinary course of business, that will have a material adverse effect on
the value of the Property Interests, (b) incur additional operating expenses
materially greater than those presently being incurred to operate the Property
Interests in a prudent business manner, in the ordinary course of business
(provided however, Seller may incur expenses related to emergency responses or
Governmental Agency compliance with normal Oil Operations excluding Development
Plan), and (c) commit to any material capital expenditures other than those to
which it has already committed with respect to the Property Interests.




	3.2	 	Covenants by Buyer; “AS IS” Purchase.





     3.2.1 As of the execution of this Agreement, Buyer is familiar with the
Land, Property Interests and Oil Operations and has made such independent
investigations as Buyer deems necessary or appropriate concerning the Oil
Operations, the Property Interests and the use of the Land for Oil Operations,
the Information, the Inspection and Investigation, the Governmental Approval
Documents, Governmental Approvals, the use, and/or suitability of all or a
portion of the Land, Property Interests for the conduct of the Oil Operations,
including but not limited to any desired investigations or analyses of present
or future laws, statutes, rules, regulations, ordinances, notices or orders by
Governmental Agencies, limitations, restrictions or requirements concerning the
use, location or suitability of all or a portion of the Property Interests for
Oil Operations or any existing or proposed use, or condition thereof for Oil
Operations (collectively “Regulations”), including but not limited to
environmental or other such Regulations; the necessity or availability for the
Land, Property Interests and Oil Operations of any general or specific plan
amendments, rezoning, zone variances, conditional use permits, environmental
impact reports, or any other permits, approvals or acts by Governmental
Agencies for the Property Interests and Oil Operations (collectively, the
“Permits”); the necessity or existence for the Property Interests and the Oil
Operations of any dedications, fees, charges, costs or assessments that may be
imposed in connection with any Regulations or the obtaining of any required
Permits for Oil Operations; the existence of contaminants, naturally occurring
radioactive material (“NORM”) or Hazardous Substances on or in all or a portion
of the Land, Property Interests or in the ground water; pesticides, weed killer
and other chemicals may have been used thereon and that storage tanks
(including underground storage tanks) have been installed on the Land; the
effect of and limitations imposed by any city, County or other Governmental
Agency resolution; the economic value of the Property Interests and Oil
Operations; the availability or adequacy of access to all or a portion of the
Property Interests and Oil Operations, or of water, sewage or any other
utilities serving the Property Interests and Oil



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Operations; and the extent or condition, use, or disposition of all or a
portion of the Property Interests. Buyer acknowledges that the Land and
Adjacent Property have been producing/operating oil fields. Except as
otherwise provided in the PAPA or Development Documents and in this Agreement,
(i) Buyer expressly agrees that it is solely responsible for having determined
the existence or non-existence of any such materials, tanks and lines, and
(ii) if Buyer purchases the Property Interests for dealing with the existence
of any such materials, tanks and lines and all consequences arising in
connection therewith. Except as otherwise provided in the PAPA or Development
Documents and in this Agreement, Buyer agrees that Seller has not warranted
and will not warrant the accuracy or completeness of any reports, plans and
specifications referred to in the Development Documents, including without
limitation, the Information or other materials required to be delivered or
made available to Buyer and Buyer agrees it has independently verified and
established the accuracy and completeness thereof to Buyer’s own satisfaction.



     3.2.2 Unless and except as otherwise specifically provided to the contrary
in this Agreement, Buyer is relying upon its own Inspection and Investigation
and analyses of the foregoing matters and review of the Information in entering
into this Agreement and is not otherwise relying in any way upon any
representations, statements, agreements, warranties, studies, reports,
descriptions, guidelines or other Information or materials furnished by Seller
or its representatives, whether oral or written, express or implied, of any
nature whatsoever regarding any such matters, including without limitation,
anything provided in connection with (a) the Information and Feasibility
Matters, (b) the Oil Operations, Property Interests and the use of the Land
therefor and relating to the Project, and/or (c) the Adjacent Property,
Property Mineral, District Minerals, Other Minerals and Adjacent Minerals.



     3.2.3 Unless and except as otherwise specifically provided to the contrary
in this Agreement, Buyer expressly acknowledges that Seller has not made and
will not make any representations or warranties regarding the results or
enforceability of any Governmental Approval Documents and/or Governmental
Approvals.



     3.2.4 Unless and except as otherwise specifically provided to the contrary
in this Agreement, Buyer will acquire the Oil Operations and Property Interests
“AS IS,” without representation by Seller or its representatives as to any
matter, not expressly mentioned herein. Except as otherwise provided herein or
the Development Documents, no patent or latent condition affecting the Oil
Operations and Property Interests in any way, such as but not limited to the
matters listed above in this Section 3.2, whether or not known or discoverable
or hereafter discovered, shall affect Buyer’s obligations contained in this
Agreement, nor shall give rise to any right of damages, rescission or otherwise
against Seller. Notwithstanding the above, Buyer may, in its reasonable
discretion, maintain a lawsuit or other action against construction entities
hired by Seller to perform work on the Land pursuant to a written contract
(“Construction Entities”), to obtain damages for losses suffered as a result of
the matters described in Section 3.5 to the extent caused by such Construction
Entities. In that regard, to the extent it possesses and may assign same,
Seller hereby conveys to Buyer a non-exclusive assignment of its rights and
interests in and to any relevant contracts or subcontracts, for the limited
purposes stated herein, without any obligation by Seller to participate in such
lawsuit or action, as a party or otherwise, and without any responsibility,
warranty, representation or liability for any outcome pursuant thereto or
damages awarded therein. Construction Entities include contractors,



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subcontractors, materialmen or other independent entities, but not Seller
and/or Torch, or their partners, officers, employees or any other related
entities. Upon ten (10) days written request, Seller will provide Buyer with a
list of such Construction Entities which have supplied Seller with the
Preliminary Notice prescribed by the California Civil Code for the maintenance
of mechanic’s lien rights.



     3.2.5 Without in any way limiting the generality of the foregoing
provisions of this Section 3.2, Buyer expressly acknowledges the following:



                    3.2.5.1 The Land contains open space with special habitat species and
vegetation which may be adversely affected by human intrusion or mismanagement.



                    3.2.5.2 The Land is subject to, and has been designated as subject to
certain hazard zones (“Zones”). The Zones are listed on Exhibit “E.”



                    3.2.5.3 The Olinda/Olinda Alpha landfill operates near the northeastern
boundary of the Land.



     3.2.6 Without in any way limiting the generality of the foregoing
provisions of this Section 3.2, Buyer expressly acknowledges it is aware of and
has satisfied itself with respect to the following:



                    3.2.6.1 Unocal Gas Plant. That (a) the Land contains certain real property
that was formerly used by Unocal as a gas plant for the commercial production
of natural gas, (b) the Unocal gas plant has been shut down and its operations
discontinued, (c) Seller has caused the areas surrounding the Unocal gas plant
to be cleaned up and remediated (“clean-up”) pursuant to a remedial action plan
established by Orange County Health Care Agency (“OCHCA”) which has issued a
Closure Letter indicating its inspection and acceptance of such remediation
efforts, (d) Buyer has received and reviewed to its satisfaction the Closure
Letter and other written materials concerning the Unocal gas plant, its
operation and the clean-up as part of the Information and (e) Seller does not
warrant, represent or guarantee that the Unocal gas plant or surrounding areas
are free from contamination or any other conditions whatsoever, as a result of
its operations or otherwise. Notwithstanding the above, this acknowledgement
is not meant to alter (or obviate) in any way the duties, obligations and/or
liability of Developer under the PAPA with regard to the Unocal gas plant, to
the extent such gas plant site is within the Development Areas.



                    3.2.6.2 Faults. Buyer acknowledges that Seller has made Buyer aware that
there are earthquake and other faults which exist on, under, in or near the
Land. Further, Buyer acknowledges that there may be faults, unknown to Seller,
which exist on, under, in or near the Land.



                    3-2.6.3 Lessees on the Property. Buyer acknowledges that there are (a)
surface leases on a portion of the Land between Seller, as successor to Unocal,
and Brea Green Recycling, Inc., dated February 1, 1997, and with Haynes
Apiaries, dated December 29, 1992 for the keeping of bees, (b) an oil and gas
lease bordering a portion of the Property Minerals between Seller and Aera
Energy LLC, commonly referred to as the Indenture, as amended, by and between
Unocal and Columbia Oil Producing Company, dated February 26, 1901 (Buyer has



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been provided copies of such leases), (c) that other, permanent easements may
be granted in connection with the Project and (d) that other temporary and
permanent easements may be granted to Aera Energy for development
infrastructure and pipelines.



     3.2.7 Compliance with Project Requirements. Buyer understands and agrees
that it must and shall, (a) conduct its Oil Operations, complete the Program
(at no cost to Buyer), and use the Property Interests, and (b) otherwise hold,
own, possess, use, and conduct its Oil Operations in cooperation and
conjunction with the Developer’s ownership, use, possession and conduct of
operations and work upon and in connection with the Land, Development Areas
and Project; and, in strict compliance with any governmental approvals or
entitlements for the Land and Project by any Governmental Agency, and all
laws, statutes, ordinances, orders, regulations, rules and notices therefrom
and/or relating to such approvals or entitlements.




	3.3	 	Development Costs, Taxes and Assessments.





     Except as specifically provided to the contrary in the PAPA regarding the
Program or elsewhere in the Development Documents, after the Effective Date,
Buyer shall, at its sole cost and expense, pay and be responsible for all
costs and expenses, of every nature whatsoever, incurred in the use of the
Property Interests and in conducting the Oil Operations as follows:



     3.3.1 Only as same may apply to the Minerals and Oil Operations, Buyer
shall be responsible for all costs and expenses incurred in and associated
with the processing and maintenance of the Governmental Approval Documents and
Governmental Approvals described in this Agreement.




	3.4	 	Insurance.





     3.4.1 Insurance Types.



     From and after the date hereof and continuing after the Close, Buyer
shall, at its sole cost and expense, as required by this Agreement, maintain
in full force and effect with companies satisfying the requirements specified
below, the following insurance:



                    3.4.1.1 Comprehensive General Liability Insurance. Buyer shall maintain
Comprehensive or Commercial General Liability Insurance on an “occurrence”
basis, and excess umbrella coverage, with a combined single limit for bodily
injury and property damage of at least Fifteen Million Dollars ($15,000,000),
covering the following:



                              3.4.1.1.1 Operations, Independent Contractors and Products and
Completed Operations (which Buyer shall maintain in effect on at least an
annual renewal basis) for as long as Buyer or its assignees own said Property
Interests;



                              3.4.1.1.2 Owners’ and Contractors’ Protective Liability;



                              3.4.1.1.3 Severability of Interest and Cross Liability
clauses;



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                              3.4.1.1.4 Contractual Liability covering all the provisions, rights and
obligations under the Development Documents, including without limitation,
coverage for Buyer’s contractual indemnities in this Agreement;



                              3.4.1.1.5 Personal Injury and Explosions, Collapse and Underground Hazards
(X, C, U);



                              3.4.1.1.6 Broad Form Property Damage Liability, including
completed operations.



     The limits of liability of the insurance coverage specified in this
subsection may be provided by any combination of primary and excess liability
insurance policies.



                    3.4.1.2 Automobile Liability Insurance. Buyer shall maintain owned, hired
and non-owed automobile liability insurance covering all use of all
automobiles, trucks and other motor vehicles utilized by Buyer in connection
with the requirements or obligations specified in any Development Document
with a combined single limit for bodily injury and property damage of Five
Million Dollars ($5,000,000.00).



     3.4.2 Waiver of Subrogation.



     Buyer hereby waives all rights against Seller and the Indemnitees (as
that term is defined below in Section 3.5.1), but not the Developer, for
damages caused by fire and other perils and any other risk.



     3.4.3 Additional Insured.



     Seller shall be included as an additional insured under the coverage
specified in Section 3.4.1 above with the following provisions included within
each applicable policy: “It is understood and agreed that coverage afforded by
this Policy shall also apply to Nuevo Energy Company (“Seller”) and Torch
Energy Advisors Inc. and Torch Operating Company (collectively, “Torch”), and
their members, partners and their constituent members, their parent companies,
subsidiaries, and all of their respective officers, directors, shareholders,
agents, representatives, employees and professional consultants, and all of
their respective successors and assigns, as additional insureds, but only with
respect to legal liability or claims caused by, arising out of or resulting
from the acts or omissions of the named insured or others performing acts on
behalf of the named insured in connection with their ownership and use of the
Property Interests and the conduct of Oil Operations. This insurance is primary
and any other insurance by such additional insureds is non-contributing with
this insurance as respects claims or liability arising out of or resulting from
the acts or omissions of the named insured, or of others performing on behalf
of the named insured.”



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     3.4.4 Insurance Policies.



     Each insurance policy required under this Section shall:



                    3.4.4.1 Be issued by insurance carriers licensed and approved to do
business in California, having a general rating of not less than an “A-” and
financial rating of not less than “VIII” in the most current Best’s Insurance
Report;



                    3.4.4.2 Contain a provision that the policy shall not be subject to
material alteration to the detriment of Seller or Buyer or cancellation without
at least thirty (30) days prior written notice given to Seller by registered
mail;



                    3.4.4.3 Provide that such policy or policies and the coverage evidenced
thereby are primary and Seller’s insurance is noncontributing with such primary
coverage; and,



                    3.4.4.4 Contain severability of interest and cross liability
clauses.



                              Buyer may provide the insurance described in this Section in whole or
in part through a policy or policies covering other liabilities and projects
of Buyer; provided, however, that any such policy or policies shall (a)
specifically allocate to this Agreement the full amount of insurance required
hereunder and (b) be subject to, without limitation, and contain, permit or
otherwise unconditionally authorize the waiver contained in subsection above;
and provided further that any such policy or policies shall not otherwise
dilute or impair the rights of Seller or in any way negate the requirements of
this Agreement.



     3.4.5 Evidence of Insurance.



                    As confirmation and evidence of each type of insurance coverage required
by Section 3.4.1 and Section 5.24 of this Agreement, Buyer shall satisfy the
following requirements:



                    3.4.5.1 Buyer shall provide Seller with policy binder letters (with cost
quotes) by the Close for each type of insurance coverage, confirming the
subject coverage is in place and effective as of the Close;



                    3.4.5.2 Buyer shall comply with all payment obligations of each type of
insurance, as specified in the subject policy quote/binder;



                    3.4.5.3 Buyer shall comply with all terms and conditions of each subject
quote/binder that require additional information be provided to the insurer
prior to binding;



                    3.4.5.4 In addition to binder letters, Seller shall be provided with
certificates issued by Buyer’s insurance carrier acceptable to Seller showing
such policies in force for the specified period. Such evidence shall be
delivered to Seller promptly upon execution of this Agreement. Seller has the
right to review certified policies as it may deem necessary with respect to
that insurance provided for in Section 5.24. Evidence of any renewal
insurance including specifically without limitation, the products and completed
operations insurance, shall be delivered to Seller not less than thirty (30)
days after the expiration date on the term of the policy. The policy
certificate for the insurance provided for in Section 5.24 shall be subject to



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reasonable approval by Seller. Should any policy expire or be cancelled before
the expiration of this Agreement, or such later period as Buyer is required to
carry such insurance as set forth herein, and Buyer fails immediately to
procure other insurance as specified, Seller, upon ten (10) days written
notice to Buyer, shall have the right, but shall have no obligation, to
procure such insurance and to charge Buyer with one hundred percent (100%) of
the cost to Seller of procuring such insurance. Buyer shall pay Seller any
such amount within ten (10) days of written demand therefor.



     3.4.6 Damages.



     Nothing contained in these insurance requirements is to be construed as
limiting the type, quality or quantity of insurance Buyer should maintain or
the extent of Buyer’s responsibility for payment of damages or discharging
other Buyer obligations arising under the Development Documents.



     3.4.7 Seller’s Election to Insure.



     Should Buyer fail to do so, Seller reserves the right, but shall have no
obligation, to procure the insurance, or any portion thereof. As provided
above, Seller shall notify Buyer if Seller exercises its right, whereupon
Buyer’s responsibility to carry such duplicative insurance shall cease. Seller
further reserves the right at any time, with thirty (30) days notice to Buyer,
to require that Buyer resume the maintenance of any insurance for which Seller
has elected to become responsible pursuant to this Section 3.4.7.



     3.4.8 Contractors.



     Buyer shall not permit any architect, engineer, contractor, subcontractor
or materialmen to commence work on or relating to the Property Interests (and
Oil Operations) until such parties have complied with Buyer’s customary
insurance requirements. Buyer shall use “commercially reasonable” efforts to
cause each such party to name Seller and Torch as additional insureds to such
party’s general liability insurance policies. Buyer shall also include Seller
and Torch in any indemnity provisions with such parties for defense and
indemnification to the same extent Buyer is defended and indemnified.




	3.5	 	Release and Indemnity.





     3.5.1. Buyer’s Indemnity.



     Except as specifically provided to the contrary in the PAPA and in
Sections 3.5.3 and 3.5.5 below, to the maximum extent permitted by law, Seller,
Torch and their members, partners and their constituent members, their parent
companies and subsidiaries and their employees, officers, directors,
shareholders, and respective successors and assigns, other than subsequent
Developers of the Development Areas whose indemnity obligations are governed by
the Development Declaration and the PAPA, (collectively, the “Indemnitees”)
shall not be liable for any Losses (as defined in Section 3.5.7 below) arising
out of, caused by, relating to or alleged to have arisen from, been caused by
or related to:



     (a) the Activities (as defined in Section 3.5.7 below), including:



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	(i)	 	the use of the Property Interests by Buyer, or Buyer’s Representatives,
including for Oil Operations,
	 
	(ii)	 	a defect in the design or construction of or any material in any
structure or other improvement at, relating to or in connection with the
Property Interests or Oil Operations, or in any Work performed by Buyer
or Buyer’s Representatives,
	 
	(iii)	 	the condition of the Property Interests including any earthquake or
other faults, or other natural hazards, disclosed or undisclosed, and any
defect in soils or the preparation of soils prior to the date hereof by
any entity,
	 
	(iv)	 	the presence or existence of any Hazardous (or toxic) Substances
(including any methane gas and/or tar seeps), materials or waste
(including any landfill) in, or on the soil or groundwater at, relating
to or in connection with the Property Interests, and including the
release, use, generation, discharge, storage, disposal or clean-up of any
Hazardous Substance to, on, in or from the Property Interests or in
connection with Oil Operations, or any residual contamination therefrom
affecting any natural resource or the environment, including any
Environmental Law or other law,
	 
	(v)	 	claims made by third parties for matters at, relating to or in
connection with the Activities,
	 
	(vi)	 	any act or omission of Buyer or Buyer’s Representatives,
	 
	(vii)	 	any accident or casualty at, relating to or in connection with the
Activities,
	 
	(viii)	 	any material breach of a representation of Buyer in Section 3.1C,
hereof,
	 
	(ix)	 	a violation or alleged violation by Buyer or Buyer’s Representatives of
any law now or hereinafter enacted including any breach by Buyer or
Buyer’s Representatives of an Environmental Law or the assertion of any
Hazardous Substance Claim not caused by, or the responsibility of,
Developer as described in the PAPA, including the violation, or alleged
violation by Buyer or Buyer’s Representatives of any statute, ordinance,
notice, order, rule, regulation, permit, judgment or license relating to
the use, generation, release, discharge, storage, disposal or
transportation of any Hazardous Substance in, on, under or about, to or
from the Property Interests or in connection with Oil Operations, and
	 
	(x)	 	any other cause whatsoever at, relating to or in connection with the
Property Interests or Oil Operations, Buyer’s use of the Property
Interests or conduct of Oil Operations or Buyer’s performance under the
Development Documents (including its covenants, representations and
warranties made pursuant thereto);




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     (b) The negligence or willful misconduct of Buyer (or any
of Buyer’s Representatives) in connection with the Activities, as specified
in (a), above;



     (c) The default by Buyer of any of its obligations under the Development
Documents, including those matters specified in Section 3.2.7 of this
Agreement, and/or any material breach of the representation(s) and warranties
made therein;



     (d) The application of the principles of strict liability with respect to
any act or omission of Buyer or Buyer’s Representatives or any Indemnitee at,
relating to or in connection with the Activities, as specified in (a), above.



     3.5.2 Releases and Indemnity.




     As a material part of the consideration of this Agreement, Buyer hereby
releases the Indemnitees from and waives on its behalf, and on behalf of its
successors and assigns, all the Losses described in Section 3.5.1, and agrees
to indemnify, defend and hold harmless Seller and all of the Indemnitees and
their property from all such Losses whether incurred or made by Buyer, Seller,
any Indemnitee (or any third parties/person(s)). The foregoing release,
waiver, indemnity and obligation to defend and hold harmless shall apply to
any claim or action brought by a private party or by a Governmental Agency or
entity under any statute or common law now or hereinafter in effect and is
intended to apply with respect to the Losses described in Section 3.5.1,
whenever they may occur. The foregoing release, waiver, indemnity and
obligation to defend and hold harmless, and any similar covenants by Buyer
elsewhere in the Development Documents, are intended to apply to the Losses
described in Section 3.5.1, incurred directly by Seller or any Indemnitee, or
their property, as well as by Buyer, or any third party, or their property.



     3.5.3 Limitation on Indemnity-Seller’s Actions.




     Notwithstanding anything to the contrary above, nothing contained in this
Section shall operate to relieve any Indemnitee to the extent of any Losses
found by a court of competent jurisdiction to have been caused solely by the
reckless or willful behavior, gross negligence or the intentional misconduct
of such Indemnitee.



     3.5.4 Buyer’s Acknowledgment.




     BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS:



                    “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.”



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     BUYER BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT
IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW
PRINCIPLE OF SIMILAR EFFECT.



	 	BUYER’S INITIALS	 	SELLER’S INITIALS




     3.5.5 Limit on Buyer’s Indemnity.



     The indemnity and the release contained in this Section 3.5 shall not
apply to the extent arising from or related to:




	(a)	 	any material breach by Seller of its
representations set forth in Section 3.1 B and its covenants
set forth in Section 3.1 D,
	 
	(b)	 	civil or criminal penalties imposed upon Seller
for Activities before the Close, but not paid,
	 
	(c)	 	taxes delinquent before the Close, but not paid,
	 
	(d)	 	royalty payments owed before the Close, but not paid,
	 
	(e)	 	any Losses or obligations of Seller resulting
from or relating to the employment relationship between Seller
and any of Seller’s present or former employees or the
termination of any such employment relationship, including
without limitation personal injury, matters relating to
employee health, severance pay and other similar benefits, if
any, and any claims on behalf of any such present or former
employee relating to the employment or termination of
employment of any such employee by Seller prior to the
Closing, including without limitation any claim for wrongful
discharge, breach of contract, unfair labor practice,
employment discrimination, unemployment compensation, or
workers’ compensation or any Losses or obligation of Seller in
respect of any agreement, trust, plan, fund, or other
arrangement under which benefits or employment is provided for
any of Seller’s present or former employees,
	 
	(f)	 	any Losses to the extent incurred by Buyer or
third parties as a result of Seller’s negligence or willful
misconduct in the performance of its Work under the Program or
PAPA prior to Final Acceptance,
	 
	(g)	 	any Losses arising from or related to matters
which arise from or are related to the duty or obligation of
the Developer under the PAPA,
	 
	(h)	 	any Losses arising from or related to the
Development Areas except those resulting from Oil Operations
and the Activities of Buyer’s Representatives,
	 
	(i)	 	any Losses (less the applicable deductible) to
the extent Seller’s preexisting insurance policy provides a
legal defense and coverage of a




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	 	 	claim; Seller shall assert and pursue the claim for payment
under the policy in a commercially reasonable manner
irrespective of whether the insurance company initially
denies it and any recovery shall reduce the extent of
Buyer’s Indemnity (provided however that Seller shall only
be required to initiate litigation, arbitration or other
formal controversy after written notice from Buyer, and only
(x) to the extent of a “good faith” claim and (y) if all
costs and expenses are paid by Buyer); and,
	 
	(j)	 	any Losses relating to Seller’s offsite disposal of
Hazardous Substances.





     3.5.6 Construction Entities.



     Notwithstanding the above, nothing contained herein shall obviate or
nullify in any way Buyer’s rights granted in Section 3.2.4 to assert claims
against the construction entities hired by Seller to perform Work at, relating
to, or in connection with the Property Interests, Oil Operations, or under the
Development Documents and affecting or relating to the Property Interests or
Oil Operations pursuant to a written contract (“Construction Entities”).



     3.5.7 Definitions.



     As used in this Agreement, the terms listed below shall have the
following meanings:



     “Activities” for purposes of this Section 3.5 shall mean and include Oil
Operations, the Property Interests, the development or use of the Property
Interests or Oil Operations, the performance of any Work at, relating to or in
connection with the Property Interests or Oil Operations, the construction,
use, sale or other conveyance of improvements at, relating to or in connection
with the Property Interests or Oil Operations, and/or any defect in any such
Work, or the Property Interests, or the conduct of Oil Operations.



     “Buyer’s Representatives” for the purposes of this Section 3.5 shall mean
Buyer’s contractors, or their respective subcontractors, agents, employees,
licensees, invitees or representatives, or any other parties directly or
indirectly employed by any one of the foregoing or reasonably under the
control of any of the foregoing or for whose acts any of the foregoing may be
liable (collectively, “Buyer’s Representatives”), but excluding Seller’s Work
under the Program prior to Final Acceptances and/or Developer’s Work under the
Program or otherwise.



     “Losses” for the purposes of this Section 3.5 shall mean any and all
claims, demands, actions, suits, proceedings, causes of action, loss,
liability, damage (including sickness, disease and/or death and other
consequential damage), cost (including cleanup costs), expense, injury,
deficiency, fine, penalty, punitive damage or expense, of any kind or
character, to any person or property (including third parties), tangible or
intangible, fixed or contingent, presently known or unknown, whether resulting
from occurrences prior to, on the date of or after the Closing, including
compensation for lost wages, business income, profits or other economic loss,
damage to natural resources or the environment, nuisance, pollution,
contamination, leak, spill, release or other adverse effect on the environment,
court costs and attorneys’ fees (collectively, “Losses”).



     “Environmental Laws” means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the
Resource



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Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq.. the
Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.. the Hazardous
Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33
U.S.C. Section 1251 et seq., the Safe Drinking Water and Toxic Enforcement Act
of 1986 (Cal. H&S Code Sections 25249.5-25249.13), the
Carpenter-Presley-Tanner Hazardous Substance Account Act (Cal. H&S Code
Sections 25300 et seq.). and the Porter-Cologne Water Quality Control Act,
California Water Code Sections 13000, et seq., the California Health and
Safety Code generally and any and all other present and future federal, state
or local laws (whether under common law, statute, ordinance, rule, regulation
or otherwise), permits, orders, determinations, notices and any other
requirements of Governmental Agencies relating to the environment or to any
Release, Hazardous Substance or Hazardous Substance Activity, as heretofore or
hereafter amended from time to time.



     “Hazardous Substance” means (a) any chemical, compound, material, mixture
or substance that is now or hereafter defined or listed in, or otherwise
classified pursuant to, any Environmental Law as a “hazardous substance,”
“hazardous material,” “hazardous waste,” “extremely hazardous waste,”
“infectious waste,” “toxic substance,” “toxic pollutant” or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or “EP toxicity” and (b) ash
produced by a resource recovery facility utilizing a municipal solid waste
stream. Oil and natural gas are expressly excluded from the definition of
Hazardous Substances.



     “Hazardous Substance Activity” means any actual, proposed or threatened
storage, use, holding, existence, Release, emission, discharge, generation,
processing, abatement, removal, disposition, handling, transportation or
clean-up of any Hazardous Substance from, under, into or on the Property
Interests or surrounding property or in connection with the Oil Operations;
provided, however, that the use, installation, storage and maintenance, in
compliance with all applicable laws, ordinances, orders, regulations and
notices of Governmental Agencies, of materials reasonably necessary and
normally used in the development or use of the Property Interests or in
connection with the Oil Operations in the ordinary course of its business as
contemplated in the Development Documents, shall not be considered a Hazardous
Substance Activity.



     “Hazardous Substance Claims” shall mean any and all enforcement,
investigation, cleanup, removal or other Governmental Agency notices, actions,
proceedings of any kind or nature, or orders threatened, instituted or
completed pursuant to any Environmental Law, together with all claims made or
threatened by any third party against Buyer, Developer (to the extent arising
out of, relating to or in connection with Developer’s activities and work
regarding the Program), Seller, the other Indemnitees or the Property
Interests or Oil Operations, relating to damage, construction, cost recovery
compensation, loss or injury resulting from any Hazardous Substance.



     3.5.8. Notice.



                    Each party shall promptly notify the other in writing of claims arising
out of any of the matters described in this Section 3. If the claim is a
Hazardous Substance Claim, the



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notifying party shall provide the other with copies of all communications with
federal, state and local governments or Governmental Agencies.




	3.6	 	Seller’s Indemnity.





     To the maximum extent permitted by law, Buyer and its members, partners
and its constituent members, parent companies and subsidiaries and their
employees, officers, directors, shareholders, and all of their respective
successors and assigns, (collectively, the “Buyer-Indemnitees”) shall not be
liable for, and Seller indemnifies and agrees to defend Buyer-Indemnitees for,
any Losses (as defined in Section 3.5) to the extent arising from and/or
relating to the Retained Obligations listed on Exhibit “F3”; provided,
however, should the East Naranjal Tank Farm not be demolished within ten (10)
years, this provision shall not apply as to the East Naranjal Tank Farm.



     Notwithstanding anything to the contrary above, nothing contained in this
Section shall operate to relieve any Buyer-Indemnitee to the extent of any
such Losses found by a court of competent jurisdiction to have been caused
solely by the reckless or willful behavior, gross negligence or the
intentional misconduct of such Buyer-Indemnitee.




	3.7	 	Survival of Covenants.





     3.7.1 All of Buyer’s indemnification, defense and hold harmless
covenants and limitations on Buyer’s obligations in any of the Development
Documents, including without limitation the covenants in the Section hereof
entitled “Release and Indemnity” and Buyer’s obligation to maintain completed
operations insurance pursuant to the Section hereof entitled “Insurance” shall
survive the Sale or Transfer of Seller or of the Property Interests and/or Oil
Operations pursuant to Section 5.18.



     3.7.2 All of a party’s indemnification, defense and hold harmless
covenants shall be binding on such party (or any permitted assignee) until the
last to occur of (a) such date as any action against the indemnified party is
absolutely barred by the applicable statute of limitations or (b) such date as
any action asserted prior to limitations for which indemnification is claimed
under said Section is fully and finally resolved. Neither payment nor a
finding of liability or of an obligation to defend shall be a condition
precedent to the enforcement of any indemnity or duty to defend provision
herein or elsewhere in any Development Document.



     If any action or proceeding shall be brought against any indemnified
party alleging any fact or circumstances for which a party is to provide
indemnification, such party, upon notice from such indemnified party, shall
defend the same at its sole cost and expense.



     3.7.3 Neither Buyer nor Seller shall assert a statute of limitations
defense to its obligation to defend and indemnify an indemnified party
hereunder (or as otherwise required by the Development Documents) until after
three years from the assertion of any claim, so long as the indemnified party
notifies the indemnifying party of any such known claim within three years of
discovery of the claim.



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ARTICLE 4

FURTHER DOCUMENTATION





	4.1	 	Grant Deed.





     Upon the Close, Seller shall convey title to the Property Interests to
Buyer by means of a Grant Deed in the form of Exhibit “D,” and to other
portions of the Property Interests pursuant to the Non-Exclusive Assignment of
Contract Rights and Bill of Sale in the form of Exhibit “C,” and the Easement
Agreement described in Exhibit “K.”




	4.2	 	Natural Hazard Zones.





     Seller has submitted to Buyer and Buyer acknowledges that it has
received, read and approved the natural hazard zones (“Natural Hazard Zones”)
disclosure materials attached as Exhibit “E.” Buyer agrees that Seller has
thereby fully discharged all of its obligations to Buyer, if any, under
California law with respect to Natural Hazards Zones disclosures.




	4.3	 	Development Declaration, PAPA, and Nuevo Grant of Easements to Buyer.





     At the Close (a) Seller will record the Development Declaration in the
form of Exhibit “L” against the Minerals and (b) Seller will record (in favor
of Buyer) against the surface fee interest in the Land an Easement Agreement
in the form of Exhibit “K.” Each Party hereto acknowledges that it has
received and read a copy of the Development Declaration, PAPA, and Easement
Agreement and agrees to abide by each and every provision thereof. Each
Party’s agreement to abide by the Development Declaration, PAPA, and Easement
Agreement is a material consideration for the execution of this Agreement by
the other.




	4.4	 	Non-Exclusive Assignment of Contract Rights and Bill of Sale.





     Buyer has received, read and approved the Non-Exclusive Assignment of
Contract Rights and Bill of Sale in the form attached as Exhibit “C” and hereby
accepts and assumes all of Seller’s obligations referenced therein.




	4.5	 	Repository Instructions to Buyer’s General Partner’s Counsel.





     Buyer and Seller have received, read and approved the Repository
Instructions and agrees to abide by each and every provision thereof.




	4.6	 	Development Declaration Covering the Development Areas and Remainder
Parcels.





     4.6.1 Seller agrees, prior to any conveyance of the surface fee interest
in the Land, or portion thereof, to a Developer, to record against such
surface fee interest a development declaration consistent with and comparable
to the Development Declaration.



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ARTICLE 5

GENERAL PROVISIONS




	 	 	 	 	 
	5.1	 	Notices.
	 
	 	 	 	 
	 	 	If to Seller:
	 
	 	 	 	 
	

	 	 	 	Nuevo Energy Company
	

	 	 	 	1021 Main, Suite 2100
	

	 	 	 	Houston, Texas 77002
	

	 	 	 	Attn: David A. Leach
	

	 	 	 	Fax: (713) 374-4899
	

	 	 	 	Phone: (713) 374-4802
	

	 	 	 	Email: leachd@nuevoenergy.com
	 
	 	 	 	 
	

	 	 	 	and
	 
	 	 	 	 
	

	 	 	 	Attn: George B. Nilsen
	

	 	 	 	Fax: (713) 374-4981
	

	 	 	 	Phone: (713) 374-4973
	

	 	 	 	Email: nilseng@nuevoenergv.com
	 
	 	 	 	 
	 	 	Copy to:
	 
	 	 	 	 
	

	 	 	 	Ullom Associates
	

	 	 	 	16149 Redmond Way, Suite 401
	

	 	 	 	Redmond, Washington 98052
	

	 	 	 	Fax: (425) 836-2870
	

	 	 	 	Phone: (425) 836-2728
	

	 	 	 	Email: ullomjw@aol.com
	 
	 	 	 	 
	

	 	 	 	Nossaman, Guthner, Knox & Elliott, LLP
	

	 	 	 	18101 Von Karman Avenue, Suite 1800
	

	 	 	 	Irvine, California 92612-1047
	

	 	 	 	Attn: William P. Tanner, III
	

	 	 	 	Fax: (949) 833-7878
	

	 	 	 	Phone: (949) 833-7800
	

	 	 	 	Email: wtanner@nossaman.com







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	 	 	If to Buyer:
	 
	 	 	 	 
	

	 	 	 	BlackSand Energy, Inc. or
	

	 	 	 	BlackSand Partners, L.P.
	

	 	 	 	1801 Broadway, Suite 600
	

	 	 	 	Denver, Colorado 80202
	

	 	 	 	Attn: Tim Collins
	

	 	 	 	Fax: (303) 296-0329
	

	 	 	 	Phone: (303) 296-1908
	

	 	 	 	Email: timdenver@aol.com
	 
	 	 	 	 
	 	 	Copy to:
	 
	 	 	 	 
	

	 	 	 	Kent G. Snyder, Esq.
	

	 	 	 	2212 Dupont Drive, Suite B
	

	 	 	 	Irvine, California 92612
	

	 	 	 	Fax: (949) 833-8209
	

	 	 	 	Phone: (949) 833-9078
	

	 	 	 	Email: ksnyder@winstarmail.com







     Notice may also be given by facsimile transmission (“Fax”) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above.




	5.2	 	Payments; Interest; Liens.





     Any amounts which are due and owing to Seller or Buyer pursuant to the
various terms of this Agreement or any other Development Document shall be paid
in cash, bank cashier’s check or wire transfer and, if to Seller, to the Seller
account, as follows: JP Morgan Bank, Bank No. 113000609, Account No.
00103291226, Payee, Nuevo Energy Company, Reference, Brea Olinda Field.



     If any amounts are not paid when due: (a) all such amounts shall bear
interest as specified in the particular Section requiring such payment or, if
not so specified, then at the rate of the lesser of ten percent (10%) per
annum or the maximum allowable rate under then existing California law, from
the due date until fully paid and (b) if such amounts are owed to Seller,
Seller shall be entitled to record a lien against the Property Interests to
enforce and/or secure payment of such amounts, with right of foreclosure by
“power of sale” thereon only to the extent necessary to preserve the validity
and/or priority of such lien as a matter of law.



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	5.3	 	Intentionally Omitted.
	 
	5.4	 	Signing of Documents.





     Subject to the provisions of this Agreement, Seller and Buyer agree to
sign any and all documents relating to the Land, Property Interests and/or Oil
Operations as necessary to fulfill the intent of the Development Documents.




	5.5	 	Captions.





     The captions used herein are for convenience only and are not a part of
this Agreement and do not in any way limit or amplify the terms and provisions
hereof.




	5.6	 	Governing Law and Venue.





This Agreement and the documents in the forms attached as exhibits hereto
shall be governed by and construed under the laws of the State of California.
Subject to Section 5.9, below, in the event of any legal action to enforce or
interpret this Agreement (including any of the documents in the forms attached
as exhibits hereto), the sole and exclusive venue shall be a court of
competent jurisdiction located in Orange County, California; and the parties
hereto agree to and do hereby submit to the jurisdiction of such court.




	5.7	 	Time of the Essence: Successors and Assigns.





     Time is of the essence of each and every provision of this Agreement.
Each and all of the covenants and conditions of this Agreement shall inure to
the benefit of and shall be binding upon the successors in interest of Seller,
and, subject to the restrictions on transfers herein provided, the successors,
heirs, representatives and assigns of Buyer. As used in the foregoing,
“successors” shall refer to the successors in interest in this Agreement, the
Property Interests, successors to all or substantially all of their assets and
successors by merger, consolidation or other business transaction or
arrangement.




	5.8	 	Remedies.





     Subject to any limitation on damages contained elsewhere in this Agreement:



                    5.8.1 Any breach of this Agreement shall be a default hereunder.



                    5.8.2 Intentionally Omitted.



                    5.8.3 All rights, options and remedies contained in this Agreement shall
be construed and held to be cumulative, and no one of them shall be exclusive
of the other, and the parties shall have the right, except as limited elsewhere
in this Agreement, to pursue any one or all of such remedies or to seek
damages, specific performance in the event of any default hereunder by the
other or to pursue any other remedy or relief which may be provided by law or
equity, whether or not stated in this Agreement.



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                    5.8.4 No waiver by a party of a breach of any of the terms, covenants or
conditions of this Agreement shall be construed or held to be a waiver of any
succeeding or preceding breach of the same or any other term, covenant or
condition herein contained. No waiver of any default by a party hereunder
shall be implied from any omission by the other to take any action on account
of such default if such default persists or is repeated, and no express waiver
shall affect the default other than as specified in such waiver. No consent
or approval obtained from a party shall be deemed to waive or render
unnecessary the further consent or approval to any subsequent similar acts by
the other.




	5.9	 	Arbitration/Attorneys’ Fees.





     Except for the right of either party to apply to a court of competent
jurisdiction for temporary restraining orders, preliminary injunctions, writs
of attachment, writs of possession or other equitable or provisional relief,
any controversy, dispute or claim of any kind or nature arising out of, in
connection with, or in relation to the interpretation, performance or breach of
this Agreement (including the indemnity obligations contained herein), any
Development Document and/or the use or development of the Land, Property
Interests or Oil Operations, including, without limitation, any claim based on
contract, tort or statute, shall be settled by final and binding arbitration by
three (3) arbitrators in accordance with the Rules of the American Arbitration
Association then in effect (the “Rules”). Each party shall, in accordance with
the Rules, nominate one (1) arbitrator to the arbitrational tribunal and the
two (2) arbitrators so appointed shall appoint the third arbitrator in
accordance with the Rules, the three (3) arbitrators constituting the
arbitration tribunal. The arbitration shall be held in Orange County,
California. Reasonable discovery shall be allowed in connection with such
arbitration. At the request of a party, the arbitration tribunal may issue
orders for interim relief as deemed necessary to safeguard property that is the
subject of the arbitration or in order to accomplish the objectives of this
Agreement. Such interim measures may also be sought from judicial authority
having jurisdiction. The decision of the majority of the arbitrators shall be
reduced to writing, shall be the sole and exclusive remedy between the parties
regarding any and all such disputes or differences, and shall be final and
binding on all parties to the arbitration; and, application may be made to any
court of competent jurisdiction for an order of enforcement and shall be
enforceable in any court of competent jurisdiction. The parties agree to
exclude any right of application or appeal to the courts of any jurisdiction in
connection with any questions of law arising in the course of arbitration or
with respect to any award made, except for enforcement purposes. Consequential,
punitive, or incidental or other similar damages shall not be allowed.



     In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of this
Agreement, any Development Document and/or use or development of the Land,
Property Interests or Oil Operations, the prevailing party in any and all such
arbitration(s) or other proceeding(s), including any bankruptcy proceedings,
shall be entitled to recover from the non-prevailing party all of the
attorneys’ fees and costs incurred by such party in each and every such
arbitration or other proceeding, including any and all appeals or petitions
therefrom. As used in this Agreement, attorneys’ fees shall be deemed, to the
extent allowed by law, to mean the full and actual costs of any legal services
actually performed in connection with the matters involved, calculated on the
basis of the usual fee charged by the attorneys performing such services, and
shall not be limited to “reasonable attorneys’ fees” as defined in any statute
or rule of court.



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	5.10	 	Severability.





     If any portion of this Agreement is or becomes illegal, null or void or
against the public policy of the State of California, for any reason, or shall
be held by any court of competent jurisdiction to be illegal, null or void or
against the public policy of the State of California, the remaining portions,
of this Agreement shall remain in force and effect to the fullest extent
permissible by law and the Agreement, as a whole, shall then be interpreted in
the manner fairest to both Parties taking into consideration the “bargained
for exchange” contemplated by each of them in executing the Agreement,
including without limitation, as described in Section 1.3 of this Agreement.




	5.11	 	Gender and Number.





     Agreement (unless the context requires otherwise), the masculine,
feminine and neuter genders and the singular and the plural include one
another, as appropriate.




	5.12	 	Brokerage Commission.





     Neither Seller nor Buyer is obligated to pay any real estate, brokerage
or other commission or fee in connection with the matters contained in this
Agreement or the conveyance of the Property Interests to Buyer. The parties
hereby indemnify and hold each other free and harmless from and against any
and all costs and liabilities including, without limitation attorneys’ fees,
for causes of action or proceedings which may be instituted by any broker,
agent or finder, licensed or otherwise, claiming through, under or by reason
of the conduct of the other in connection with this Transaction. The foregoing
representation and indemnity shall survive the delivery of Seller’s Grant
Deed.




	5.13	 	Waiver of Jury Trial.





     Seller and Buyer each acknowledges that it has had the advice of counsel
of its choice with respect to rights to trial by jury under the Constitutions
of the United States and the State of California. Each party expressly and
knowingly waives and releases all such rights to trial by jury in any action,
proceeding or claim brought by either party against the other on any matters
arising out of or in any way connected with this Agreement or any other
Development Document, Buyer’s use or development of the Property Interests or
Oil Operations, and/or any claim for injury or damage.




	5.14	 	Survival of Certain Covenants.





     Those covenants of the parties which are not capable of being performed
before the conveyance of the Property Interests to Buyer or which may be
capable of or require performance after such conveyance shall survive such
conveyance and the delivery of Seller’s Grant Deed. The foregoing shall apply
whether or not such covenant is expressly stated to survive.



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	5.15	 	Recording.





     Neither this Agreement, nor any Memorandum hereof shall be recorded
against the Property Interests.




	5.16	 	Conflicts.





     EXCEPT AS PROVIDED IN SECTION 5.34, if there is a conflict among the
provisions of the Development Documents, the interpretation thereof shall be
conclusively determined by reference to the following documents in the order
listed below:



     (a) Agreement (including only Exhibits A, C, F, G, I and L);



     (b) Grant Deed;



     (c) Repository Instructions;



     (d) The remainder of the Development Documents, including the remaining
Exhibits to the Agreement.




	5.17	 	Retained Obligations Under Hover Agreement





     Seller shall, notwithstanding the sale to Buyer of the Property Interests
hereunder, continue to be responsible for and bear the cost of implementing
those Retained Obligations that impact the Property Interests or the Oil
Operations (set forth under Exhibit “F2”) under the Hover Agreement. Buyer
shall, among other matters, make its Property Interests reasonably available
to permit Seller to plug and abandon the wells and make the modifications of
the facilities set out in Exhibit “F2.” Buyer shall cooperate fully with
Seller’s efforts to implement the Retained Obligations at no out-of-pocket
expense to Buyer.




	5.18	 	Assignment of Agreement.





     Subject to Section 5.22, either Seller or Buyer may assign its rights and
interests under this Agreement, with the exception that Buyer may only assign
the entire Agreement or effect the Sale or Transfer of all of (or undivided
interests in) the Property Interests, and, Seller, without the written consent
of Buyer, may not assign its rights under Exhibit “I” with respect to the
Program. In the event of any assignment authorized by this Section 5.18, Seller
and Buyer expressly agree that (a) any such assignee shall assume in writing
all of assignor’s obligations under this Agreement which are the subject of the
assignment, as more fully described in Section 5.22, and (b) the assignor will
reimburse the non-assigning party for all reasonable costs and expenses it
incurred in connection with any such assignment including all reasonable
attorneys’ fees and other costs incurred in preparing and/or reviewing
assignment documentation.


ANY ATTEMPTED ASSIGNMENT MADE IN VIOLATION OF THIS SECTION SHALL BE VOID.



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	5.19	 	No Partnership or Agency.





     5.19.1 Buyer and Seller expressly acknowledge and agree that they are not
joint venturers, partners, or agents of each other and do not have fiduciary
duties with respect to one another, in any manner whatsoever, in the
acquisition or conveyance of the Property Interests or Oil Operations. Neither
anything in this Agreement or in any other Development Document, nor any
communication or other action between the parties relating to the Property
Interests or Oil Operations, is intended or shall be construed to create a
joint venture, partnership, agency or fiduciary relationship between Buyer and
Seller or their respective owners, regardless of any common identity of
ownership in Seller and Buyer.



     5.19.2 This Agreement does not create any third party beneficiary status.




	5.20	 	Resolution of Contractual Uncertainties.





     Seller and Buyer waive the effect of California Civil Code Section 1654
which interprets uncertainties in a contract against the party which drafted
the contract.




	5.21	 	Assignment of License Agreements/Leases.





     Except for the Excluded Interests, as of the Close, Seller, to the extent
of its ability to do so without incurring liability therefor, materially
breaching any contract or agreement, or violating any law, ordinance, rule or
regulation of a Governmental Agency, hereby (i) assigns exclusively to Buyer
all of its right, title and interest in and to those leases, agreements and
licenses listed on Exhibit “G” (“Exclusive Assignments”) pertaining to the
Property Interests and Oil Operations and (ii) assigns non-exclusively to
Buyer its right, title and interest in and to those leases, agreements and
licenses listed on Exhibit “G-l” (“Non-Exclusive Assignments”), and Buyer
hereby assumes and agrees to discharge pursuant to the terms of both the
Exclusive Assignments and Non-Exclusive Assignments all obligations of Seller
thereunder. To the best of Seller’s knowledge (as defined in Section 3.IB),
all unrecorded leases and licenses pertaining to the Property Interests or Oil
Operations are listed in Exhibit “G” and Exhibit
“G-l.•




	5.22	 	Notice on Approved Transfer.





     Buyer shall notify Seller in writing ten (10) days prior to any Transfer
permitted by Section 5.18 hereof, by (a) identifying the transferee; (b)
specifying its relation to Buyer and/or Buyer’s parent or related entity and
Buyer’s ownership interest therein; if any, and (c) by providing Seller with
such Transferee’s written Assumption of Obligations (in the form attached to
this Agreement as Exhibit “J”) of all Buyer’s obligations hereunder relating to
the portion of the Property Interests being transferred.




	5.23	 	Entire Agreement: Exhibits.





     This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and all prior and
contemporaneous agreements, representations, negotiations and understandings
of the parties hereto, oral or written, are hereby superseded and merged
herein. The foregoing sentence shall in no way affect the validity of any
instruments executed by the parties in the form of exhibits attached to this
Agreement which, although



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independently executed by the parties, are, nonetheless, a part of this
Agreement as though fully set forth herein. All of the exhibits attached hereto
are incorporated herein by this reference (except for the limited purposes
stated in Section 5.16 “Conflicts”).




	5.24	 	Stand-Alone Insurance.





     5.24.1 Policy Requirements.



     As a separate and distinct matter, not covered by the insurance
requirements assumed by Buyer and contained elsewhere in this Agreement, Buyer
shall obtain a single premium, ten-year term, “stand-alone” environmental
insurance policy (“SA Insurance”) to cover a portion of the risks described in
Section 3.5 hereof having a combined total limit of Twenty Million Dollars
($20,000,000), with a self-insurance retention of Two Hundred Fifty Thousand
Dollars ($250,000); and, at least the following:



     (a) The insurance company is rated at least A- VIII in the latest Best’s
Report;



     (b) Buyer, Seller and Developer (and all the Indemnitees) are Named
Insureds;



     (c) First party clean-up and third party claims, both on-site and
off-site, are covered on a “claims made” basis, to the extent “occurrence”
based insurance is not available in the marketplace;



     (d) Personal and bodily injury, property damage, health, nuisance (e.g..
from odor) and diminished property value on and off the Property Interests are
covered;



     (e) Unknown (“Unknown”), pre-existing conditions are covered,
including underground storage tanks;



     (f) No third party claim is necessary to trigger coverage for occurrences
arising from Unknown, pre-existing conditions; and, defense and indemnity is
available therefor, including coverage for the assertions of Governmental
Agencies, any Developer and any Home Owners’ Association (including internal
costs, bonds to release liens and attachments, appeal bonds, pre and post
judgment interest);



     (g) There is no “retroactive” time limitation on coverage;



     (h) Cancellation may be effected only to the limited extent of specific
Named Insured non-compliance; and



     Buyer and Seller shall pay the premium for such policy at the time of
issuance as follows:



	 	 	 	 	 
	Seller
	 	 	50	%
	Buyer
	 	 	50	%







     To the extent any insurance payment under such a policy of SA Insurance
is applied to reduce any liability imposed as a result of such a risk (or
Buyer’s indemnity in Section 3.5),



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Buyer’s payment obligations pursuant to Section 3.5 shall be reduced
proportionately; provided however, that such SA Insurance and/or payment
shall not otherwise dilute Buyer’s obligations under such Section 3.5, or the
Indemnities specified therein.



     5.24.2 Documentation.



                    Any person or entity that is obligated to perform remediation work under
the PAPA shall use commercially reasonable efforts to obtain a No Further
Action Letter or such other, comparable documentation from the appropriate
Governmental Agency as is necessary to avoid any exclusion for known pollution
conditions under the SA Insurance Policy. As soon as such documentation is
obtained, such person or entity shall promptly furnish same to the insurer
under the SA Insurance Policy.




	5.25	 	Further Assurances and Cooperation.





     Each of the Parties shall execute and deliver all additional papers,
documents and other reasonable assurances, and shall do all acts and things
reasonably necessary in connection with the performance of its obligations
hereunder to carry out the intent of this Agreement, including Seller’s
obligation to make the Contingent Payment as defined in Section 5.29, and
shall cooperate with the other Party after the Close, to ensure a smooth
transition from Seller to Buyer regarding the ownership, possession and use of
the Property Interests and for Oil Operations, including without limitation,
the following: (a) Buyer shall provide access and make available to Seller,
during normal business hours, upon forty-eight (48) hours notice, for copying
of the Knowledge, but only including financial and accounting documents and
information relating to Seller’s prior ownership, use and possession of the
Property Interests and Oil Operations, among other things, in order to (i)
submit any reports to or filings with any Governmental Agency (including
taxing authorities), (ii) wind up its business activities with respect to the
Property Interests and Oil Operations and (iii) continue its general,
corporate operations in the ordinary course of its business, and (b) Seller
shall provide reasonable assistance to Buyer in assuming the Oil Operations,
without however, being required to spend money, participate in any formal
controversy including litigation or arbitration or spend excessive employee or
consultant time and effort in so doing.




	5.26	 	Intent of Definitions.





     The limitations, prohibitions, restrictions, requirements and obligations
of Buyer in this Agreement, when expressed in respect of, in connection with
or in relation to a defined term, shall mean, include and apply to all or any
part or portion of such defined term. Use of the word “including” herein shall
mean “including without limitation.”




	5.27	 	Intentionally Omitted.
	 
	5.28	 	Continuing Seller Interests





     To ensure the performance by Buyer (and its successors and assigns to all
or an undivided interest in the Property Interests), of its obligations under
this Agreement, any Sale or Transfer (including hypothecation) of all or a
portion of the Property Interests or recording of claims against the Property
Interests shall be made expressly subject to the rights of Seller under



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this Agreement, including the Development Declaration. This provision shall be
included in the Grant Deed and any subsequent deed or conveyancing instrument
for any of the Property Interests, in perpetuity.




	5.29	 	Unocal Asset Purchase Agreement.





     With the exception of the payment of the “Contingent Payment” to Unocal
as set forth below, Buyer hereby accepts and assumes all of Seller’s rights,
duties and obligations, of every nature and type whatsoever, under, in or
relating to the Unocal Asset Purchase Agreement to the extent they relate to
the Property Interests. The obligation to pay to Unocal the “Contingent
Payment” (referenced and defined at Section 2.1 of the Unocal Asset Purchase
Agreement) is specifically retained by Seller; provided, however, that Buyer
hereby covenants and agrees to provide necessary information to Seller in a
timely fashion so that it may calculate the amount of the Contingent Payment.
The information to be provided to Seller shall consist of and shall be
submitted as follows:



     (a) The information is set forth in Section 2.1 of the. Unocal Asset
Purchase Agreement and shall be calculated based upon data from the Brea
Olinda field only.



     (b) The information shall relate to the following calendar years: 2003 and
2004. Buyer shall provide such information to Seller, within ten (10) days of a
written request therefor. Furthermore, within two (2) days of a Seller request,
Buyer shall make its relevant records available for inspection by Seller during
normal business hours at Buyer’s office. The matters contained in the preceding
sentence are in addition to, and not in limitation of, the provisions of
Section 5.25.




	5.30	 	Like-Kind Exchange.





     Seller shall have the right, on ten days written notice to Buyer, to
consummate the Transaction by means of a “like-kind exchange” (“Exchange”)
pursuant to Section 1031 of the United States Internal Revenue Code, so long
as the Exchange does not delay the Close. Buyer will cooperate with Seller in
such endeavor as described in Section 5.25 of this Agreement.




	5.31	 	Oil Well Exhibit.





     As a convenience to Buyer, Seller has attached as Exhibit “H” a list of
oil wells (“Oil Wells”) which to the best of its knowledge (as defined in
Section 3. 1B) is a complete list of Oil Wells in the Property Interests.
Buyer specifically understands and agrees that all matters pertaining to the
Wells are included within the Buyer Indemnities granted herein in Section 3.5.
(without limitation, including any plugging, abandonment, reabandonment and
the like), as well as being covered by all other provisions of this Agreement
pertaining to the Property Interests and Oil Operations.




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5.32 Intentionally Omitted.



5.33 Oil Price Hedge.




     The parties agree to use commercially reasonable efforts to secure the
consent (“Consent”) of Morgan Stanley Capital Group, Inc. (“Stanley”) to the
assignment to Buyer of that certain oil price hedge (Commodity Swap) contract
between Seller and Stanley, dated January 30, 2003, which assignment will be
effected at the Close, if the Consent is received. Should such consent be
obtained, Seller is obligated to make any assignment within thirty (30) days
of such consent and Buyer must accept such assignment.



5.34 Waiver, Release and Indemnities: Limitations under the PAPA.




     The waiver, release and indemnities given by Buyer herein with respect to
Losses and Environmental Losses are subject to any contrary provisions
regarding Seller Work to be performed under the PAPA (but as also limited by
such contrary provisions). The provisions of the PAPA shall prevail in the
event of any conflict between that agreement and the indemnity provisions in
Section 3.5 of this Agreement.



5.35 Buyer’s Counsel as Closing Repository.




     Buyer will ensure that Buyer’s General Partner’s counsel identified in
Section 2.6.2 shall act as the Closing Repository for the Transaction in
compliance in all respects with the Repository Instructions.



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



	 	 	 	 	 	 	 	 	 
	NUEVO ENERGY COMPANY,	 	BLACKSAND PARTNERS, L.P.,
	a Delaware corporation	 	a Texas limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Blacksand Energy, Inc., a Delaware

Corporation
	By:	 	-s- George B. Nilsen


George B. Nilsen	 	Title:	 	General Partner
	Title:

	 	Senior Vice President
	 	 	 	By:
	 	-s- Tim Collins
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	Tim Collins
	By:

	 	-s- Phillip A. Gobe


Phillip A. Gobe
	 	 	 	Title:
	 	President
	Title:

	 	Chief Operating Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	“SELLER”
	 	 	 	“BUYER”	 	 







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EXHIBIT A




(Description of the Property Interests)




Exhibit A




 









Table of Contents








EXHIBIT A1




(Property Minerals)




Exhibit A1




 









Table of Contents








EXHIBIT ‘A1’



THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:




PARCEL 1



BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2"×
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2' × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" × 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 20.00
CHAINS TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" × 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" × 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK





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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:





	 	 	 	BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.




ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:





	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10 ' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" × 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16"
WEST, 380.00 FEET TO A 2" × 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2"× 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2" × 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" × 2" STAKE AND THE TRUE POINT OF BEGINNING.




ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.





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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “N
10°33'18"E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;






	 	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET




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	 	 	 	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS
“N10°33'18"E 381.48'”;






	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 2



PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18"E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;






	 	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “N10°33'18"E
381.48'";






	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 3



THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:





	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM




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	 	 	 	THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11"
WEST 529.60 FEET TO A 2" × 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" × 2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" × 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" × 2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" × 2" STAKE AND THE TRUE POINT
OF BEGINNING.




THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT “  ‘A1’
SITE DEPICTION”, IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES
	

	 	UNDER THE DIRECTION OF:
	 
	 
	

	
	

	KATHLEEN SUSAN TETREAULT P.L.S.7297
	

	MY LICENSE EXPIRES 12/31/2004
	 
	 
	

	January 31, 2003
	

	JN: 13207.00







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EXHIBIT A2




(Adjacent Minerals)




Exhibit A2





 









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EXHIBIT A2




Description of Adjacent Minerals




     All of that real property, and all real property rights and interests,
described in those certain Exceptions and Reservations unto Grantor, Paragraphs
A through E, appearing on pages 1 and 2 of, and in all the Attachments to, the
grant deed (“Walden Deed”) from Grantor to BREA WALDEN, LLC, a California
limited liability company, as grantee, dated October 3, 2001, and recorded in
the Official Records of Orange County, California on October 9, 2001 as
Instrument No. 20010710856. A conformed copy of the Walden Deed is appended
hereto for convenience only, as Attachment 1 to Exhibit A2.



Exhibit A2




 









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ATTACHMENT 1 TO

EXHIBIT A2




Attachment 1

Exhibit A2





 









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ATTACHMENT 1 TO EXHIBIT A2





RECORDING REQUESTED BY:



Brea Walden, LLC

c/o Hover Development Company, Inc.

3501 Jamboree Boulevard. Suite 200

Newport Beach, California 92660

Attn: Tom Hover




WHEN RECORDED MAIL TO:



Brea Walden, LLC

c/o Hover Development Company, Inc.

3501 Jamboree Boulevard, Suite 200

Newport Peach, California 92660

Attn: Tom Hover



MAIL TAX STATEMENTS TO ADDRESS ABOVE




GRANT DEED




     FOR
A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
NUEVO ENERGY COMPANY, a Delaware corporation (“Grantor”), hereby grants to BREA
WALDEN, LLC, a California limited liability company (“Grantee”), the following
described real property (“Land” or “Property”) in
the County of Orange,
Stale of California:



     See Attachment No. 1 which is incorporated herein by this
reference.



     EXCEPTING AND RESERVING UNTO GRANTOR, its successors and assigns
together with the right to grant and transfer all or a portion of the
same, as follows:



     A. All oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons, of every type and nature, by whatsoever
name known, geothermal steam and all products derived from any of the
foregoing, that may be within or under the Land, together with the
perpetual right of drilling, mining, exploring and operating therefor
and producing, storing in, injecting water, gases and/or other
substances (for secondary and/or tertiary recovery operations) into, or
to use other techniques, whether now known or unknown, and removing,
taking, treating and selling the same from said Land or any other land
(including the Adjacent Parcel, as shown on Attachment “2”), and
including the right to whipstock or directionally drill and mine from
lands other than the Land (including the Adjacent Parcel, as shown on
Attachment “2”), oil or gas wells, mines, tunnels and shafts into,
through or across the subsurface of the Land, and to bottom such
whipstocked or directionally drilled wells, mines, tunnels and shafts
under and beneath or beyond the exterior limits thereof, and to
relocate, replace, redrill, retunnel, work, rework, complete,
recomplete, equip, maintain, repair, remove, change the size of,
increase the number of, deepen and operate any such wells or mines; but,
except as set forth irl C, D and E below, without the



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right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the Land.




     B. Any and all water, water rights or interests therein appurtenant or
relating to the Land or owned or used by Grantor in connection with or with
respect to the Land (no matter how acquired by Grantor), whether such water
rights shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory, contractual or otherwise derived,
together with the right and power to explore, drill, redrill, remove and store
the same from or in the Land or to divert or otherwise utilize such water,
rights or interests on any other property owned or leased by Grantor; but
without, however any right to enter upon the surface of the Land in the
exercise of such rights.



     C. An exclusive, subsurface easement and nonexclusive surface easement
(“Corridor Easement”) on, over and under the Land for ingress, egress and
access to and from, and the construction, installation, maintenance,
replacement, repair, removal, reconstruction and other uses (collectively,
“uses”) of (a) electric, gas, telephone, water, sewer, drainage, and all other
wet and dry utilities, (b) cable television and other telecommunications and/or
data transmission lines and facilities, and (c) pipelines and other uses and
facilities in connection with its operating/non- operating oil and gas wells
and mines and other development of the adjacent parcel (“Adjacent Parcel”) as a
master-planned community (the location of the Corridor Easement and a
description of the Adjacent Parcel are shown on Attachment “2”); provided that
the construction and installation of such facilities shall not unreasonably
interfere with Grantee’s development of the Land, and after Mass Grading
thereof has been completed, Grantor shall repair any damage to the surface of
the Land caused by its activity thereon; and provided further that Grantee
shall construct and maintain landscaping on and over the surface of the
Corridor Easement compatible with its development of the Land and Grantor’s
development of the Adjacent Parcel.



     D. A non-exclusive easement (“Street Easement”) on, over and under
the streets on the Land for ingress, egress and access to and from, and the
construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses of (a) electric, gas, telephone, water, sewer,
drainage, and all other wet and dry utilities, (b) cable
television and other telecommunications and/or data transmission lines and
facilities, and (c) pipelines and other facilities in connection with its
operating/non-operating oil and gas wells and mines and other development of
the Adjacent Parcel as a -master-planned community (the location of the Street
Easement is shown on Attachment “2”); provided that the use of such facilities
shall not unreasonably interfere with Grantee’s development of the Land, and
after Mass Grading thereof has been completed, Grantor shall repair any damage
to the Streets and surface of the Land caused by its activity thereon.



     E. A non-exclusive easement on, over and under the Land for drainage
purposes from the Adjacent Parcel, as shown on Attachment “3,” as well as the
right to connect to and discharge and drain through, any water, sewer and
other facilities constructed by Grantee on, over and under the Land.



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All defined terms in the
Agreement and other Development Documents referenced
therein are incorporated herein by this reference. The provisions of this
Grant Deed shall prevail in the event of a conflict with the provisions of
any other Development Document.




SUBJECT TO:




     1. General and special real property taxes and assessments and
supplemental assessments, if any which are not delinquent.



     2. That certain Agreement between Adjacent Landowners, dated October 9,
2001, between Grantor and Grantee, regarding the construction and location of
slopes and the disposition and use of export spoils, recorded concurrently
herewith.



     3. That certain Temporary Easement and Transfer Agreement between Grantor
and Brea Olinda Venture, LLC, dated June 6, 2001, whether a matter of record or
not.



     4. All other covenants, conditions, restrictions, reservations, rights,
rights-of-way, dedications, offers of dedication, easements and other matters
of record or apparent.



     IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and
year hereafter written.



	 	 	 	 	 
	Dated: October 3, 2001	 	NUEVO ENERGY COMPANY, a Delaware
	 	 	corporation
	 
	 	 	 	 
	

	 	By:
	 	-s- Mike Darden
	

	 	 	 	
 
	

	 	 	 	MIKE DARDEN
	 
	 	 	 	 
	

	 	Title:
	 	VICE PRESIDENT
	 
	 	 	 	 
	

	 	By:
	 	-s- David A Leach
	

	 	 	 	
 
	

	 	 	 	DAVID A LEACH
	 
	 	 	 	 
	

	 	Title:
	 	ASST. SECRETARY
	

	 	 	 	
 
	

	 	 	 	“Grantor”







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ACCEPTANCE: Grantee hereby accepts this-Grant Deed on the terms and conditions
herein stated.




	 	 	 	 	 
	Dated: October 3, 2001	 	BREA WALDEN, LLC, a California limited

liability company
	 
	 	 	 	 
	

	 	By:
	 	HOVER DEVELOPMENT COMPANY, INC.,
a California corporation, its sole managing
member
	 
	 	 	 	 
	

	 	By:	 	/s/ Tom Hover
	

	 	 	 	

	

	 	 	 	Tom Hover, President
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	
 
	

	 	 	 	“Grantee”







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	State of Texas

	 	 	)	 
	

	 	 	)	 
	County of Harris

	 	 	)	 







     On _________________________________ before me,
___________________________________________
, personally appeared ______________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature
	 	 
	

	 	








	 	 	 	 	 
	State of Texas

	 	 	)	 
	

	 	 	)	 
	County of Harris

	 	 	)	 







     On October 4, 2001 before me, Judy Vidrine, personally appeared Mike Darden and David A. Leach, personally known
to me to be the person(s) whose name(s)
are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 	 	 
	Signature

	 	/s/ Judy Vidrine



	 	[Stamp]







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	State of California

	 	 	)	 
	

	 	 	)	 
	County of Orange

	 	 	)	 







     On _________________________ before me,
_______________________________, personally
appeared _______________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature
	 	 
	

	 	








	 	 	 	 	 
	State of California

	 	 	)	 
	

	 	 	)	 
	County of Orange

	 	 	)	 







     On
October 3, 2001 before me, Donna Fritz, personally appeared Tom
Hover, personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity
and that by his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 	 	 
	Signature

	 	-s- Donna Fritz



	 	 







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ATTACHMENT NO. 1




TO




GRANT DEED




LEGAL DESCRIPTION OF LAND




 









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	Preliminary Report

	 	 
	

	 	 







DESCRIPTION



THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF BREA, AND IS DESCRIBED AS FOLLOWS:



PARCEL 2 AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT LL-2000-054-
RECORDED ON AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 IN THE
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.




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First American Title
Insurance Company









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ATTACHMENT NO. 2




TO




GRANT DEED




CORRIDOR EASEMENT




STREET EASEMENT




ADJACENT PARCEL




 









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CORRIDOR EASEMENT




(Metes and Bounds Description Of

Easement Area)




 









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ATTACHMENT “2”

TENTATIVE TRACT NO. 16047

LOTS “A” & “F”



THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE CITY OF BREA, STATE OF CALIFORNIA AS SHOWN ON RECORD
OF SURVEY NO. 91-1007 FILED IN BOOK 133 PAGES 41 THROUGH 46 INCLUSIVE OF
RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO
DESCRIBED AS A PORTION OF THE LAND DESCRIBED IN A, BILL OF SALE AND
ASSIGNMENT,
RECORDED APRIL 10,1996 AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS, IN
THE OFFICE OF SAID COUNTY RECORDER. MORE PARTICULARLY DESCRIBED AS FOLLOWS:



PARCEL A (TENTATIVE TRACT NO.
16047 LOT“F”)



COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7:



THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10'32" WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF BREA
ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED JUNE
28.1977. IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF SAID
COUNTY RECORDER;



THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH 89°53'53"W 466.40
FEET TO THE POINT OF BEGINNING;



THENCE SOUTH 6.05 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHERLY, AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE THROUGH SAID POINT
BEARS NORTH 00°50'30" WEST, SAID POINT BEING ON THE RIGHT-OF-WAY OF PROPOSED
STREET “A”;




THENCE WESTERLY ALONG SAID CURVE AND RIGHT-OF-WAY 26.65 FEET THROUGH A CENTRAL
ANGLE OF 33°55'32";



THENCE NORTH 14.12 FEET TO SAID NORTHERLY LINE;



THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53'53" EAST 25.00 FEET TO THE POINT
OF BEGINNING.



PARCEL B (TENTATIVE TRACT NO. 16047 LOT “A” )



COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION 7;



THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10'32" WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF
BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED




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JUNE 28, 1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF
SAID COUNTY RECORDER;



THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH 89°53'53"W 723.50
FEET TO THE POINT OF BEGINNING;



THENCE SOUTH 07°50'05" EAST 87.46 FEET TO A POINT ON THE RIGHT-OF-WAY OF
PROPOSED STREET “A”;



THENCE ALONG SAID
RIGHT-OF-WAY SOUTH 81°51'01" WEST 25.00 FEET;



THENCE NORTH 07°50'05" WEST 91.09 FEET TO SAID NORTHERLY LINE;



THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53'53" EAST 25.24 FEET TO THE POINT
OF BEGINNING.



ALSO AS SHOWN ON EXHIBIT “B”, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.



THIS DESCRIPTION HAS BEEN PREPARED FOR “LAND OWNER AGREEMENT” PURPOSES AND MAY
NOT BE USED FOR THE CONVEYANCE, FINANCING OR LEASING OF LAND, EXCEPT AS
PROVIDED FOR IN LOCAL ORDINANCE AND THE SUBDIVISION MAP ACT, A DIVISION OF THE
GOVERNMENT CODE OF THE STATE OF CALIFORNIA



SUBJECT TO COVENANTS,
CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.





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STREET EASEMENT




(Current depiction of Streets,

to be automatically replaced

by the recorded version

of TTM 16047, showing

the final alignment

and location thereof and

connection points to the

Corridor Easement)
















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EXHIBIT A3




(District Minerals)




Exhibit A3




 









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EXHIBIT A3



THAT PORTION OF PARCEL 1 OF
LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS:



BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP NO.
86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE
OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE SOUTHERLY TERMINUS OF A
COURSE SHOWN AS “ N 10°33'18"E 381.48' ” ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 OF
PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST 43.00 FEET TO THE TRUE POINT OF
BEGINNING;



THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY BOUNDARY
OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE NORTHERLY
TERMINUS OF SAID COURSE SHOWN AS “N10°33'18"E
381.48' ”;
THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18' WEST 381.48 FEET TO THE
TRUE POINT OF BEGINNING.



CONTAINING 0.425 ACRES, MORE OR LESS.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 	 
	 	
	 	KATHLEEN SUSAN TETREAULT P.L.S. 7297

MY LICENSE EXPIRES 12/31/2004
	 	 
	 	November 04, 2002
	 	JN: 13207.00.034







 









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EXHIBIT A4




(Other Minerals)




Exhibit A4




 









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EXHIBIT A4




	 	 	 
	Property Name:

	 	BREA RESIDENTIAL LOTS MINERAL FEE
	Nuevo Property #:

	 	CA12096






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds.




	 	 	 
	Property Name:

	 	HOLE MINERAL FEE
	Nuevo Property #:

	 	CA12451






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10, in
Book 194, Page 55, of Deeds; EXCEPTING THEREFROM, any portions of such real
property which is located in Section 22, Section 23, Section 24, or the South
Half of Section 14, Township 3 South, Range 10 West, S.B.B.&M.



All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Quitclaim Deed dated 4/29/46, between David R.
Wagner, as Grantor, and Union Oil Company of California, as Grantee, recorded
4/30/46 in Book 1332 at Page 421 of Official Records; EXCEPTING THEREFROM, any
portions of such real property which is located in Section 22, Section 23,
Section 24, or the South Half of Section 14, Township 3 South, Range 10 West,
S.B.B.&M.




	 	 	 
	Property Name:

	 	SIEVERS (J.) MINERAL FEE
	Nuevo Property #:

	 	CA12097






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 11/30/26, from John D. Sievers, as
Grantor, to Union Oil Company of California, as Grantee, recorded 12/9/26 in
Book 690 at Page 149 of Deeds.




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	Property Name:

	 	TOWNSEND & DAMON MINERAL FEE
	Nuevo Property #:

	 	CA12445






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J. S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds.




	 	 	 
	Property Name:

	 	NARANJAL MINERAL FEE A & B
	Nuevo Property #:

	 	CA12453






All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 3/24/10 from Stearns Ranchos
Company, as Grantor, to Union Oil Company of California, as Grantee, recorded
4/22/21 in Book 385 at Page 394 of Deeds Orange County and recorded on 5/25/21
in Book 211, Page 268 Official Records Los Angeles County; EXCEPTING THEREFROM
that portion described as follows:





	 	 	That portion of the Northerly one-half of Section 2, Township 3 South,
Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the
unincorporated territory of the County of Orange, State of California, as
shown on the Map recorded in Book 51, Page 7 of Miscellaneous Maps in the
Office of the County Recorded, described as follows:
	 
	 	 	Beginning at the Southeasterly corner of Tract No. 12743, recorded in
Book 585, Pages 39 through 44 of Miscellaneous Maps in the Office of
said county recorder; thence along the Easterly line of said Tract No.
12743, North 1°31'03" West 1099.63 feet to the Northeasterly corner of
said Tract No. 12743, said corner also being the beginning of a non-tangent curve, concave Northeasterly having a radius of 795.00 feet,
a radial line to said point bears South 4°39'12" East; thence
Northwesterly 484.67 feet along said curve and the Northerly line of
said Tract No. 12743, through a central angle of 34°55'49"; thence North
59°43'23" West 104.97 feet along said Northerly line to an angle point
in said Northeasterly line, said angle point being the beginning of a
non-tangent curve, concave Southeasterly having a radius of 1450.00
feet, a radial line to said point bears North 59°31'24" West; thence
Northeasterly 54.73 feet along said Northeasterly line through a central
angle of 2°09'15"; thence along said Northeasterly line North 57°22'09"
West 50.00 feet to the most Northerly corner of said Tract No. 12743,
said corner also the beginning of a non-tangent curve, concave
Southeasterly having a radius of 1500.00 feet, a radial line to said
point bears North 57°22'09" West; thence leaving said Northeasterly




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	 	 	line and following along the Easterly line of future Tract No. 13728, the
following courses:
	 
	 	 	Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan Cajon
de Santa Ana as shown on Record of Survey no. 88-1035, filed in Book 119,
Pages 33 and 34 in the Office of the County Recorder; thence South 76°59'28"
East 1527.95 feet along said Northerly line to the Northwesterly corner of the
land described in the deed to the Exxon Education Foundation, recorded
December 29, 1983 as File/Page No. 83-587995 of Official Records in the Office
of the County Recorder; thence South 1°18'55" West 1851.58 feet along the
Westerly line of said deed to the Southwesterly corner of said deed; thence
South 88°31'06" West 961.07 feet along the Northerly line of the South one-half
of said Section 2 to the Point of Beginning.
	 
	 	 	     All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 5/17/27 between Stearns
Ranchos
Company and Union Oil Company of California, recorded 5/25/27 in Book 47 at
Page 363 Official Records; EXCEPTING THEREFROM that portion described as
follows:






	 	 	That portion of the Northerly one-half of Section 2, Township 3 South, Range
10 West, in the Rancho San Juan Cajon de Santa Ana, in the unincorporated
territory of the County of Orange, State of California, as shown on the Map
recorded in Book 51, Page 7 of Miscellaneous Maps in the Office of the County
Recorded, described as follows:
	 
	 	 	Beginning at the Southeasterly corner of Tract No. 12743, recorded in Book 585,
Pages 39 through 44 of the Miscellaneous Maps in the Office of said county
recorder; thence along the Easterly line of said Tract No. 12743, North
1o31'03" West 1099.63 feet to the Northeasterly corner of said Tract No. 12743,
said corner also being the beginning of a non-tangent curve, concave
Northeasterly having a radius of 795.00 feet, a radial line to said point bears
South 4°39'12" East; thence Northwesterly 484.67 feet along said curve and the
Northerly line of said Tract No. 12743, through a central angle of 34°55'49";
thence North 59°43'23" West 104.97 feet along said Northerly line to an angle
point in said Northeasterly line, said angle point being the beginning of a
non-tangent curve, concave Southeasterly having a radius of 1450.00 feet, a
radial line to said point bears North 59o31'24" West; thence Northeasterly
54.73 feet along said Northeasterly line through a central angle of 2°09'15";
thence along said Northeasterly line North 57°22'09" West 50.00 feet to the
most Northerly corner of said Tract No. 12743, said corner also the beginning of
a non-tangent curve, concave Southeasterly having a radius of 1500.00 feet, a
radial line to said point bears North 57°22'09" West; thence leaving said
Northeasterly




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	 	 	line and following along the Easterly line of future Tract No. 13728, the
following courses:
	 
	 	 	Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45o00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan Cajon
de Santa Ana as shown on Record of Survey No. 88-1035, filed in Book 119,
Pages 33 and 34 in the Office of the County Recorder; thence South 76°59'28"
East 1527.95 feet along said Northerly line to the Northwesterly corner of the
land described in the deed to the Exxon Education Foundation, recorded
December 29, 1983 as File/Page No. 83-587995 of Official Records in the Office
of the County Recorder, thence South 1°18'55" West 1851.58 feet along the
Westerly line of said deed to the Southwesterly corner of said deed; thence
South 88°31'06" West 961.07 feet along the Northerly line of the South
one-half of said Section 2 to the Point of Beginning.
	 
	 	 	EXCEPTING THEREFROM that portion of the above described property which was
conveyed to Brea Walden L.L.C. by Grant Deed dated October 3, 2001 and
recorded on October 9, 2001 as Instrument No. 20010710856 in the Official
Records of Orange County, California, described as follows:
	 
	 	 	Parcel 2 as shown on Exhibit “B” of Lot Line Adjustment LL-2000-054 recorded
on August 13, 2001, as Instrument No. 20010557229 in the Official Records of
Orange County, California.
	 
	 	 	Also EXCEPTING THEREFROM the land described as follows:
	 
	 	 	Being a portion of the Southwest one-quarter of fractional Section 8, Township
3 South, Range 9 West, lying West of the Easterly boundary of the Rancho San
Juan Cajon de Santa Ana, in the County of Orange, State of California as shown
on map recorded in Book 51, Page 7 of the Miscellaneous Maps in the Office of
the County Recorder of said County and also show on record of Survey 81-1149
filed in Book 103, Page 19 of Record of Survey in the said Office of the
County Recorder being more particularly described as follows:
	 
	 	 	Beginning at the Southwest corner of said Record of Survey 81-1149, thence North
0°11'29" East along the Westerly line of said Record of Survey a distance of
776.93 feet to the Northwest corner of said Record of Survey; thence South
89°45'41" East along the Northerly line and its Easterly prolongation of said
Record of Survey a distance of 2406.20 feet of the Easterly boundary line of
said Rancho San Juan Cajon de Santa Ana; thence South 03°24'35" East along said
Easterly boundary a distance of 772.60 feet to a point on the Easterly
prolongation of the Southerly line of said Record of Survey; thence North
89°53'56" West along said Southerly line and its prolongation of distance of
2454.72 feet to the point of beginning.




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	 	 	ALSO EXCEPTING THEREFROM the land described as follows:
	 
	 	 	Those portions of sections 33 and 34, Township 2 South, Range 10 West, San
Bernardino Base and Meridian, in the Rancho San Juan Cajon De Santa Ana, in
the County of Los Angeles, State of California, described as follows:
	 
	 	 	Beginning at the Northwest corner of Section 3, Township 3 South, Range 10
West; thence North 00 degrees 03" 08' West, along the Westerly lines of Lots 3
and 4 of Tract No. 30081, as per map recorded in Book 751 Pages 71 and 72 of
maps. 225.57 feet to a line that is parallel with and 350.00 feet Easterly,
measured at right angles, from the Westerly boundary line of said Rancho San
Juan Cajon De Santa Ana, the Southerly terminus of said line is also the most
Northeasterly corner of Lot 3 of said Tract No. 30081 and the True Point of
Beginning of this description; thence leaving said corner, along the Northerly
lines of Lots 2 and 3 of said Tract No. 30081, North 70 degrees 57" 17' West,
350.00 feet of the Westerly boundary line of said Rancho; thence Northeasterly
along the Westerly boundary of said Rancho, 785.00 feet more or less to the
Northwest corner of said Rancho, being corner Station No. 22 of said Rancho;
then Southeasterly along the Northerly boundary line of said Rancho, South 76
degrees 59" 00' East 1212.62 feet to a Point of Intersection of the
Northwesterly prolongation of the Easterly line of that certain parcel of
land, as Parcel 1, conveyed to Southern California Edison Company, by deed
recorded May 5, 1965, as Instrument No. 1001 of Official Records; thence
Southeasterly along said Northwesterly prolongation, South 21 degrees 22" 20'
East 50 feet to the Northerly corner of said Parcel 1; thence Southwesterly
along the Northwesterly line of said Parcel 1, to the Westerly corner of said
Parcel 1, said corner is also a point in the Northerly line of a certain
corporation Grant Deed Recorded December 22, 1962, as Instrument No. 834, in
book D1865 page 873 of Official Records, records of said county, said
mentioned point being North 76 degrees 59" 00' West, 465.00 feet, measured
along said Northerly line from a certain point “A” referred to in the last
mentioned corporation grant deed; thence along said Northerly line, North 76
degrees 59" 00' West, 472.38 feet to the Intersection of the Northeasterly
prolongation of the Westerly line of said Parcel 1, that has a bearing and a
distance of North 19 degrees 02" 43' East, 484.66 feet; thence Southwesterly
along said Westerly line South 19 degrees 02" 43' West 484.66 feet to the True
Point of Beginning.
	 
	 	 	Indenture dated 5/17/27 between Stearns Ranchos Company and Union Oil Company
of California, recorded 5/25/27 in Book 47 at Page 363 Official Records, more
particularly described as follows: [204-15]
	 
	 	 	Those portions of sections 33 and 34, Township 2 South, Range 10 West, San
Bernardino Base and Meridian, in the Rancho San Juan Cajon De Santa Ana, in
the County of Los Angeles, State of California, described as follows:
	 
	 	 	Beginning at the Northwest corner of Section 3, Township 3 South, Range 10
West; thence North 00 degrees 03" 08' West, along the Westerly lines of Lots 3
and 4 of Tract No. 30081, as per map recorded in Book 751 Pages 71 and 72 of
maps. 225.57 feet to a line that is parallel with and 350.00 feet Easterly,
measured at right angles, from the Westerly boundary line of said Rancho San
Juan Cajon De Santa Ana, the Southerly




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	 	 	terminus of said line is also the most Northeasterly corner of Lot 3 of said
Tract No. 30081 and the True Point of Beginning of this description; thence
leaving said corner, along the Northerly lines of Lots 2 and 3 of said Tract
No. 30081, North 70 degrees 70 degrees 57" 71' West, 350.00 feet of the
Westerly boundary line of said Rancho; thence Northeasterly along the Westerly
boundary of said Rancho, 785.00 feet more or less to the Northwest corner of
said Rancho, being corner Station No. 22 of said Rancho; then Southeasterly
along the Northerly boundary line of said Rancho, South 76 degrees 59" 00' East
1212.62 feet to a Point of Intersection of the Northwesterly prolongation of
the Easterly line of that certain parcel of land, as Parcel 1, conveyed to
Southern California Edison Company, by deed recorded May 5, 1965, as Instrument
No. 1001 of Official Records; thence Southeasterly along said Northwesterly
prolongation, South 21 degrees 22" 20' East 50 feet to the Northerly corner of
said Parcel 1; thence Southwesterly along the Northwesterly line of said Parcel
1, to the Westerly corner of said Parcel 1, said comer is also a point in the
Northerly line of a certain corporation Grant Deed Recorded December 22, 1962,
as Instrument No. 834, in book D1865, page 873 of Official Records, records of
said county, said mentioned point being North 76 degrees 59" 00' West, 465.00
feet, measured along said Northerly line from a certain point “A” referred to
in the last mentioned corporation grant deed; thence along said Northerly line,
North 76 degrees 59" 00' West, 472.38 feet to the Intersection of the
Northeasterly prolongation of the Westerly line of said Parcel 1, that has a
bearing and distance of North 19 degrees 02" 43' East, 484.66 feet; thence
Southwesterly along said Westerly line South 19 degrees 02" 43' West 484.66
feet to the True Point of Beginning.




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	Property Name:

	 	STEARNS MINERAL FEE
	Nuevo Property #:

	 	CA12593






All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California by:





	1)	 	Deed dated 12/4/1896, from Stearns Ranches Company, as Grantor, to
Union Oil Company
of California, as Grantee, recorded 1/13/1897 as Document No. 839 in Book 30
at Page 11
of Deeds.
	 
	2)	 	Grant Deed dated 8/31/1899, between Stearns Ranches Company, as
Grantor, and Union
Oil Company of California, as Grantee, recorded 9/21/1899 in Book 44 at Page
250 of
Deeds, more particularly described as follows:






	 	 	Those portions of Sections 1 and 12, Township 3 South, Range 10 West and
Sections 5, 6, 7 and 8 Township 3 South, Range 9 West, in the Rancho San
Juan Cajon de Santa Ana, as shown on a map recorded in Book 51, Page 7
of Miscellaneous Maps, Records of Orange County, California, described
as follows:
	 
	 	 	Beginning at a white post 4 inches square in mound with pits at the
Northeast corner of the Rancho San Juan de Santa Ana being also the
Southeast corner of the Rancho Rincon De la Brea; thence along the patent
boundary of said Rancho Rincon de La Brea; thence along the patent
boundary of said Rancho Rincon de La Brea, North 84° West 107.51 chains
to a sand stone marked R.B. in mound with pits; thence along said patent
boundary North 57°42' West 43.67 chains to a white post 4 inches square
in mound of stone marked S.J.C.S.A. at intersection of the patent lines
of said Rancho San Juan Cajon de Santa Ana and Rincon De La Brea; thence
along the patent line of said Rancho San Juan Cajon de Santa Ana, North
78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60
in mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post
in mound with pits; thence South 1°45" West 20.00 chains to a 2" × 4"
post marked 20.60 mounds with pits; thence North 88°39' East 55.48 chains
to a 2" × 4" post marked 20 in mound with pits; thence South 0°30' East
20.00 chains to a 2" × 4" post in mound with pits; thence North 89°45"
East 134.63 chains to a 2" × 4" post marked 40.10 in mound with pits upon
the Eastern Boundary of said Rancho San Juan Cajon de Santa Ana; thence
along same North 4° West 47.51 chains to the place of beginning.
	 
	 	 	Excepting the Westerly 200 acres of the above described tract.
	 
	 	 	Also excepting any portion of the above described property which lies
north of the agreed boundary line and bounded Westerly by line running
North 28°30' East from the Western terminus of said line as established by
agreement between the Union Oil Company of




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	 	 	California and the Graham-Loftus Oil Company, recorded June 10, 1905 in Book
120, Page 223 of Deeds, records of said Orange County.
	 
	 	 	Also excepting therefrom that portion included within Parcel 1 of a County of
Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
Count Recorder.
	 
	 	 	Also excepting therefrom the land conveyed to Brea Chemicals, Inc., by Deed
recorded June 10,1957 in Book 3936, page 314 of said Official Records,
described as follows:
	 
	 	 	Beginning at a point in the Southerly line of the land described in Deed from
the Steams Ranchos Company, a Corporation, to Union Oil Company of California,
a Corporation, dated August 31, 1899, recorded September 2,1899 in Book 44,
Page 250 of said Deeds, distant South 89°10'50" West along said line 3131.98
feet from the Southeast corner of said land, said point of beginning being
monumented by Union Oil Company Monument 11B; thence North 9°48'11" West
529.60 feet to a 2" × 2" stake and the true point of beginning for this
description; thence North 85°48'16" West, 380.00 feet to a 2" × 2" stake;
thence North 4°11'44" East 1750.00 feet to a 2" × 2" stake thence South
85°48'16" East 380.00 feet to a 2" × 2" stake; thence South 4°11'44" West
1750.00 feet to a 2" × 2" stake and the true point of beginning.
	 
	 	 	Also excepting therefrom those portions of Sections 1 and 12, Township 3
South, Range 10 West and Sections 5, 6, 7 and 8 Township 3 South, Range 9
West, in the Rancho San Juan Cajon de Santa Ana, as shown on a map recorded in
Book 51, Page 7 of Miscellaneous Maps, Records of Orange County, California,
described as follows:
	 
	 	 	Beginning at a white post 4 inches square in mound with pits at the Northeast
corner of the Rancho San Juan de Santa Ana being also the Southeast
corner of
the Rancho Rincon De la Brea; thence along the patent boundary of said Rancho
Rincon de La Brea; thence along the patent boundary of said Rancho Rincon de La
Brea, North 84° West 107.51 chains to a sand stone marked R.B. in mound with
pits; thence along said patent boundary North 57°42' West 43.67 chains to a
white post 4 inches square in mound of stone marked S.J.C.S.A. at intersection
of the patent lines of said Rancho San Juan Cajon de Santa Ana and Rincon De La
Brea; thence along the patent line of said Rancho San Juan Cajon de Santa Ana,
North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60 in
mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post in mound
with pits; thence South 1°45" West 20.00 chains to a 2" × 4" post marked 20.60
mounds with pits; thence North 88°39' East 55.48 chains to a 2" × 4" post
marked 20 in mound with pits; thence South 0°30' East 20.00 chains to a 2" × 4"
post in mound with pits; thence North 89°45" East 134.63 chains to a 2" × 4"
post marked 40.10 in mound with pits upon the Eastern Boundary of said Rancho
San Juan Cajon de Santa Ana; thence along same North 4° West 47.51 chains to
the place of beginning.




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	 	 	Excepting the Westerly 200 acres of the above described tract.
	 
	 	 	Also excepting any portion of the above described property which lies north of
the agreed boundary line and bounded Westerly by line running North 28°30'
East from the Western terminus of said line as established by agreement
between the Union Oil Company of California and the Graham-Loftus Oil Company,
recorded June 10, 1905 in Book 120, Page 223 of Deeds, records of said Orange
County.
	 
	 	 	Also excepting from said tract of land the land conveyed to the Metropolitan
Water District of Southern California by Deed Recorded June 28, 1940 in Book
1051, Page 301 of Official Records of said Orange County, described as
follows:
	 
	 	 	Beginning at a point on the Westerly boundary of said lands owned by Union Oil
Company of California, which Westerly boundary is also the Easterly boundary
of that certain 200-acre tract conveyed by said Union Oil Company of
California to George Chaffey by Deed dated April 25, 1899, recorded June 20,
1899 in Book 44, Page 79 of said deeds, which point of beginning is the point
of intersection of the aforesaid Westerly boundary with the Easterly
Prolongation of the center line of Central Avenue as the same existed on May
23, 1940 between Berry Street and Brea Canyon Road; thence Northeasterly along
a line forming an angle of 73°32'24" with the Easterly prolongation of the
center line of said Central Avenue at said point of intersection (assumed and
taken to bear North 15011'16" East), a distance of 839.60 feet to the true

point of beginning; thence North 0°10'11" East a distance of 1250 feet; thence
South 89°49'49" East a distance of 500 feet; thence South 65°23'11" East a
distance of 604.15 feet; thence South 0°10'11" West a distance of 1000 feet;
thence North 89°49'49" West a distance of 1050 feet to the true point of
beginning.
	 
	 	 	Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book 8173,
Page 641 of said Official Records.
	 
	 	 	Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book 8173,
Page 647 of said Official Records.
	 
	 	 	Also excepting therefrom the land described in deed to the Brea-Olinda Unified
School District of Orange County, California, recorded September 11, 1968,
page 437 of said Official Records.
	 
	 	 	Also excepting therefrom that portion described in Parcel 1 of deed to the
City of Brea recorded January 16, 1969 in Book 8846, Page 971 of said Official
Records.
	 
	 	 	Also excepting therefrom that portion described in Parcels A6471-4, A6471-5,
A6471-6 and A6471-7 of that certain final order of condemnation, Superior Court
Case No. 156220, a certified copy of which was recorded September 29, 1970 in
Book 9417, Page 364 of said Official Records.




9









Table of Contents











	86-243,	  as shown on a map filed in Book 214, Pages 28 to 31 inclusive, of Parcel Maps, in the Office of the County Recorder of Orange County,
California, together with the West Half of associated road, 80.00 feet
wide, as shown on said Parcel Map, adjoining said Parcels 1 and 2 on the
East, and being bounded Northeasterly by the Northeasterly line of said
Parcel Map and being bounded Southerly by the centerline of Lambert Road,
as shown on said Parcel Map.
	 
	 	 	Also excepting therefrom that portion, if any, included within Parcel 1
of Parcel Map No. 83-1179, as shown on a map filed in Book 218, Page 1 to
4 inclusive, of Parcel Maps, in the Office of the County Recorder of
Orange County, California.
	 
	 	 	Also excepting therefrom that portion included within Tract No. 12562, as
shown on a map recorded in Book 579, Pages 4 to 9 inclusive, of said
Miscellaneous Maps.
	 
	 	 	Also excepting therefrom that portion included with Tract No. 12563, as
shown on a map recorded in Book 579, Pages 10 to 15 inclusive, of said
Miscellaneous Maps.
	 
	 	 	Also excepting therefrom the land described in the Deed to the City of
Brea recorded Marcj 29, 1996 as Instrument No. 19960153320 of the
Official Records in the Office of said County Recorder.





            Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
County Recorder.



10









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EXHIBIT A5




(Depiction of the Land)




Exhibit A5




 









Table of Contents













 









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Table of Contents















 









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MINERAL AGREEMENT




EXHIBIT “B”




REPOSITORY INSTRUCTIONS TO BUYER’S GENERAL PARTNER’S COUNSEL




(WITHOUT ATTACHMENTS)




Exhibit “B”

Repository Instructions









Table of Contents








REPOSITORY INSTRUCTIONS (“Instructions”)




	 	 	 	 	 
	TO:	 	Kent G. Snyder, Esq.
	 	 	2212 Dupont Drive, Suite B
	 	 	Irvine, California 92612
	

	 	Fax:

Phone:
	 	(949)833-8209

(949)833-9078
	 	 	ksnyder@winstarmail.com
	 	 	Buyer’s General Partner’s counsel as Repository Agent (“Agent”)
	 
	 	 	 	 
	Seller:	 	Nuevo Energy Company
	 
	 	 	 	 
	Seller’s Address:	 	1021 Main Street
	 	 	Suite 2100
	 	 	Houston, Texas 77002
	

	 	Attn:

Fax:

Phone:

Email:

Email:
	 	David A. Leach and George B. Nilsen

(713)374-4899

(713)374-4802

Leachd@nuevoenergy.com

Nilseng@nuevoenergy.com
	 
	 	 	 	 
	Buyer:	 	BlackSand Partners, L.P.
	 
	 	 	 	 
	Buyer’s Address:	 	320 Leyden Street
	 	 	Denver, Colorado 80220
	

	 	Attn:

Fax:

Phone:

Email:
	 	Tim Collins

(303) 388-5117

(303) 296-9830

timdenver@aol.com
	 
	 	 	 	 
	Subject Property or Land:

	In the County of Orange,
	

	 	 	State of California, described as:
	

	 	 	(See legal description in
	

	 	 	the Agreement, at Attachment “8”)
	 
	 	 	 
	Date:	 	February 28, 2003







1




Exhibit “B”

Repository Instructions








Table of Contents






     1. Purchase Price. Agent shall hold, record and disburse all documents and
disburse
all those certain funds to be held by Agent (which do not include the
Purchase Price), as
described herein. The Purchase Price for the Subject Property is as
stated in the Purchase and
Sale agreement (“Agreement”) between Seller and Buyer of even date
herewith and shall consist
of the following:




	(a)	 	Fifty-Nine Million Dollars ($59,000,000) in cash
to be paid by Buyer
directly to Nuevo by wire transfer by Buyer directly to
Nuevo’s account
referenced in Section 5.2 of the Agreement (“Account”).
	 
	(b)	 	A negative Adjustment Amount of Nine Hundred
Sixty-Four Thousand
Eight Hundred Twenty-Five Dollars ($964,825), on account of
the matters
described in Section 2.2.2 of the Agreement, which shall be
deducted from
the cash amount required in (a), above, so that the amount in
cash to be
paid by Buyer is $58,035,175.




The Purchase Price shall be paid as described above and receipt of such
Purchase Price into the Account shall be confirmed by Agent with Seller prior
to any recordation of documents described below.



Buyer shall deposit with Agent all documents and those other funds required by
the Agent, at least one (1) day before the date set for the Close. If
necessary, Buyer and Seller will execute supplemental instructions to Agent
specifying the final amounts to be deposited by Buyer pursuant to l(a) and (b)
above.




     2. Close of Transaction: The Transaction shall Close not later than
February 28,
2003.



     3. Other Conditions to Close: The conditions of the Section of the
Agreement
entitled “Conditions to Close” may be satisfied in any one or a
combination of the following
methods:




	(a)	 	Agent is entitled to rely on Seller’s statement
that any such conditions
relating to Buyer have been satisfied and Buyer’s statement
that any such
conditions relating to Seller have been satisfied.
	 
	(b)	 	Agent is entitled to rely on Seller’s and/or
Buyer’s statement that any of
such conditions have been waived on its part, and the other
party’s consent
to such waiver is not required.





The statements in (a) and (b) may be given verbally.




     4. Prorations. Buyer and Seller are to make the following prorations in
writing as of
January 1, 2003, the date specified in the Agreement, not the date on
which the Grant Deed to
Buyer is recorded; and deliver such writing to Agent prior to the Close.
Prorations are to be
made on the basis of a thirty-day month.



2




Exhibit “B”

Repository Instructions






Table of Contents






	 	 	Taxes. All current general and special taxes and assessments on the
Subject Property and other taxes, assessments, levies and the like,
including without limitation, Transaction taxes, if any, are to be
paid/discharged as described in Section 2.2.2 of the Agreement
based upon the latest available tax information. Any discrepancy in
the allocations required hereunder discovered after the Close shall
be adjusted fairly by Buyer and Seller.





     5. Documents to be Delivered or Recorded. Buyer and Seller will deposit
with Agent the following executed documents which are to be recorded and/or
delivered at the Close immediately after receipt of the Purchase Price into
the Account, as confirmed by Agent. Any such documents which are executed by
Seller and Buyer or are an attachment to these Instructions, shall be deemed
approved by Buyer and Seller and no further approval will be required.




	(a)	 	PAPA. Buyer and Seller shall deposit with Agent
three (3) fully executed
originals of the PAPA in the form of Attachment “9.” At the
Close, two
(2) copies of the PAPA shall be delivered to Seller and one
(1) copy to
Buyer.
	 
	(b)	 	Development Declaration. A condition to the
Close in the Agreement is
that Buyer shall take title subject to the Development
Declaration which is
to be the first document recorded upon the Close (prior to
the Grant Deed).
Seller shall deposit with Agent an executed and acknowledged,
original
Development Declaration, in the form of Attachment “1” and
two (2)
copies thereof. The original shall be recorded prior to the
recording of any
other documents and thereafter forwarded to Seller.
Conformed copies
shall be sent to Buyer and Seller at the Close.
	 
	(c)	 	Easement Agreement. Buyer and Seller shall
deposit with Agent three (3)
fully executed and acknowledged originals of the Easement
Agreement in
the form of Attachment “5.” Upon the Close, one copy shall be
recorded
immediately after the Grant Deed and forwarded to Seller, and
two (2)
copies conformed and forwarded, one each to Buyer and Seller.
	 
	(d)	 	Grant Deed. Seller shall deposit with Agent one
(1) fully executed and
acknowledged Grant Deed in the form of Attachment “4,” to be
recorded
at the Close immediately after the Reconveyance and forwarded
to Buyer,
and two (2) copies to be conformed and forwarded, one each to
Buyer and
Seller.
	 
	(e)	 	Non-Exclusive Assignment of Contract Rights.
Seller and Buyer shall
deposit with Agent three (3) fully executed copies of the
Non-Exclusive
Assignment of Contract Rights in the form of Attachment “6.”
One
executed copy shall be delivered to Buyer and the remaining
copies
delivered to Seller at the Close.




3




Exhibit “B”

Repository Instructions






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	(f)	 	Withholding Exemption Certificate. Seller shall deliver
to Agent written
certificates evidencing that no withholding is required
pursuant to § 1445
of the Internal Revenue Code and §§ 18662 and 18668 of
California
Revenue and Taxation Code in the form appended hereto as
Attachment “7.”
	 
	(g)	 	Agreement. Seller and Buyer shall deliver to
Agent one (1) fully executed
copy of the Agreement appended hereto in the form of
Attachment “8.”
	 
	(h)	 	Reconveyance. Seller shall deliver to Agent one
(1), fully executed and acknowledged original Reconveyance of
Mortgage (“Reconveyance”) in the form of Attachment “3” to be
recorded at the Close immediately after the Substitution of
Trustee and forwarded to Buyer, and two (2) copies to be
conformed and forwarded, one (I) each to Seller and Buyer.
	 
	(i)	 	Substitution of Trustee. Seller shall deliver to
Agent one (1) fully executed and acknowledged original
Substitution of Trustee in the form of Attachment “2” to be
recorded at the Close immediately after the Development
Declaration and forwarded to Buyer, and two (2) copies to be
conformed and forwarded, one (1) each to Seller and Buyer.




The documents to be recorded shall be recorded in the following order of
priority: Development Declaration, first, then Substitution of Trustee, then
Reconveyance, Grant Deed and Easement Agreement.




     6. Buyer’s Costs. Buyer shall deposit with Agent, in addition to the
Purchase Price
specified in 1 (a) through (c) above, any other sum required hereunder and
any additional sum
required to pay the following:




	(a)	 	The cost of recording the Grant Deed and the
Easement Agreement, and
one-half (1/2) the documentary transfer tax;
	 
	(b)	 	General, special and other taxes, assessments
levies and the like covering
the Subject Property that are due and owing from Buyer as set
forth in
Paragraph 4 above;
	 
	(c)	 	Any other cost not specified herein that may be
authorized by Buyer in a
separate writing.





     7. Seller’s Costs: From Seller’s proceeds, Agent is authorized and
instructed to
pay/withhold the following:




	(a)	 	The cost of recording the Development
Declaration, Substitution of
Trustee and Reconveyance;
	 
	(b)	 	One-half (1 /2) the documentary transfer tax;




4




Exhibit “B”

Repository Instructions






Table of Contents






	(c)	 	The cost or charge of any other item not specified
herein that may be authorized by Seller in a separate
writing.





     8. Time of the Essence.




	(a)	 	Time is of the essence hereof.
	 
	(b)	 	If the Close does not occur as scheduled, all
documents deposited with
Agent which have been executed by Seller shall be returned to
Seller
whether or not such papers have been executed by Buyer as
well, and all
documents executed by Buyer alone shall be returned to Buyer.





     9. Closing Statement. Prior to the Close, Agent shall provide Buyer and
Seller with
a notice in writing (“Agent’s Notice”) to deposit with Agent the cash
amounts called for in
Sections 6(a) and (c) and 7(a), (b) and (c), respectively. At the Close,
Seller and Buyer shall
provide Agent with a Closing Statement and cash necessary to comply with
Agent’s Notice and
Buyer shall also deposit the amounts in the Closing Statement on account
of the items referenced
in Section 6(b), which Agent shall promptly remit to the appropriate
taxing authority.



     10. Notices. See Section 5.1 of the Agreement.



     11. Agreement. These Instructions are entered into pursuant to the
Agreement and
shall not supersede, replace or modify the provisions of the Agreement. A
default by either party
under these Instructions shall be a default under the Agreement and a
default under the
Agreement shall be a default hereunder. Defined terms in the Agreement
shall have the same
meaning if used in these Instructions unless specifically indicated to the
contrary herein.



5




Exhibit “B”

Repository Instructions






Table of Contents





     IN WITNESS WHEREOF, the parties have executed these Instructions upon the
day and year first above written.



	 	 	 	 	 	 	 	 	 
	NUEVO ENERGY COMPANY, a

Delaware corporation	 	BLACKSAND PARTNERS, L.P., a Texas

limited partnership
	 
	 	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	BLACKSAND ENERGY, INC., a
	 	 	
 George
B. Nilsen 	 	 	 	Delaware corporation
	Title: Senior Vice President	 	 	 	 	 	 
	 	 	 	 	Title: General Partner
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 	 
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	Timothy Collins
	 	 	 	 	 	 	Title: President
	 
	 	 	 	 	 	 	 	 
	“Seller”	 	“Buyer”







6




Exhibit “B”

Repository Instructions






Table of Contents






ATTACHMENTS





	 	 	“1”     Development Declaration
	 
	 	 	“2”     Substitution of Trustee
	 
	 	 	“3”     Reconveyance
	 
	 	 	“4”     Grant Deed
	 
	 	 	“5”     Easement Agreement
	 
	 	 	“6”     Non-Exclusive Assignment of Contract Rights
	 
	 	 	“7”     Seller Certificate of Non-Foreign Status
	 
	 	 	“8”     Agreement
	 
	 	 	“9”     PAPA






	 	 	By agreement of Seller and Buyer, the Attachments 1 through 9, above, are
incorporated into these Repository Instructions by this reference, and will not
be individually attached.




7




Exhibit “B”

Repository Instructions






Table of Contents












ATTACHMENT “1”




Development Declaration




Exhibit “B”

Repository Instructions








Table of Contents








ATTACHMENT “2”




Substitution of Trustee



Exhibit “B”

Repository Instructions










Table of Contents





SUBSTITUTION OF TRUSTEE


The undersigned BANK OF AMERICA, N.A., Agent as the owner and
holder of the Note secured by Deed of Trust, dated June 30, 1999,
made by NUEVO ENERGY COMPANY, a Delaware corporation,  as Trustor,
to MARCIA BATEMAN as Trustee, for the benefit of BANK OF AMERICA,
N.A., Agent, as Beneficiary(s), which Deed of Trust was recorded on
September 17, 1999, as Instrument No. 19990670880, Official Records
of the County of ORANGE, State of California, hereby substitutes
RONALD E. MCKAIG as Trustee in lieu of the Trustee therein.



RONALD E. McKAIG  hereby accepts said appointment as Trustee under said Deed of
Trust.



IN WITNESS WHEREOF, the owner and holder above
named BANK OF AMERICA, N.A., AGENT, has caused this
instrument to be executed, each in its respective
interest.



	 	 	 
	Document Dated: February 10, 2003

	 	Dated: February 10, 2003
	 
	 	 
	STATE OF Texas )

	 	OWNER
	                               )s.s

	 	 
	COUNTY OF Harris )

	 	BANK OF AMERICA, N.A.

AGENT
	 
	 	 
	On Feb 10, 2003 before me,

	 	/s/ Michael J. Dillon
	

	 	
 
	Caria D. Murray

	 	By: Michael J. Dillon
	

	 	Its: Managing Director
	 
	 	 
	a Notary Public in and for said County and State,
personally appeared Michael J. Dillon Ronald
E. McKaig, and Janet F. Clark personally known to me (or proved
to me on the basis of satisfactory evidence) to
be the person(s) whose name(s) subscribed to the
within instrument and acknowledged to me that they executed
the same in their authorized capacity(ies) and that by
their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted,
executed the instrument.

	 	SUCCESSOR TRUSTEE:

/s/ Ronald E. McKaig


Ronald E. McKaig


NUEVO ENERGY COMPANY, a

Delaware Corporation


/s/ Janet F. Clark

By: Janet F. Clark
	

	 	Its: Chief Financial Officer







WITNESS my hand and official seal.


Signature /s/ Carla D. Murray
	 	
	 




My Commission Expires: 2-22-04


 









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ATTACHMENT “3”




Reconveyance


Exhibit “B”

Repository Instructions


 









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PARTIAL RECONVEYANCE


Bank
of America, N.A., Agent, Trustee, or Substituted Trustee,
under Deed of Trust, Assignment, Security Agreement, Fixture Filing
and Financing Statement dated June 30, 1999,



EXECUTED
BY Nuevo Energy Company, a Delaware corporation, Trustor,
and recorded as Instrument No. 19990670880.



On September 17, 1999,
of Official Records in the Office of the Recorder of Orange County,
California, having been requested in writing by the holder of the obligation
secured by said Deed of Trust, to reconvey a portion of the estate
granted to Trustee under said Deed of Trust, DOES HEREBY RECONVEY
TO THE PERSON OR PERSONS LEGALLY ENTITLED THERETO, WITHOUT
WARRANTY, ALL THE ESTATE, TITLE AND INTEREST acquired by Trustee
under said Deed of Trust, in and to the that portion of the
property described as follows:



See Exhibit A attached hereto and made a part hereof.




The remaining property described in the Deed of Trust shall
continue to be held by said Trustee under the terms thereof. As
provided in said Deed of Trust this Partial Reconveyance is made
without affecting the personal liability of any person or the
corporate liability of any corporation for the payment of the
Indebtedness mentioned as secured thereby or the unpaid portion
thereof, nor shall it affect any rights or obligations of any of
the parties to said Deed of Trust.



Dated: February 10, 2003




	 	 	 
	STATE OF
Texas          )s.s

	 	BANK OF AMERICA N.A., AGENT
	 
	 	 
	COUNTY OF Harris}
	 	/s/ Michael J. Dillon
	

	 	
 
	On Feb 10, 2003 before me,

	 	By: Michael J. Dillon
	Carla D. Murray

	 	Its: Managing Director
	 
	 	 
	a Notary Public in and
for said County and State, personally
appeared Michel J. Dillon Ronald E. Mckaig
and Jinet F. Clark personally known to me
(or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged me that they executed the
same in their authorized capacity (ies)
and that by their signature(s) on the instrument
the person(s), or the entity upon behalf
of which the person(s) acted, executed the
instrument.

	 	SUBSTITUTE TRUSTEE

/s/ Ronald E. Mckaig



Ronald E. Mckaig


NUEVO ENERGY COMPANY, a Delaware 
Corporation


/s/ Janet F. Clark
	

	 	
 
	

	 	By: Janet F. Clark
	WITNESS my hand and official seal.

	 	Its: CFO + SVP
	 
	 	 
	Signature /s/ Carla D. Murray

	 	(This area for official notorial seal)
	
	 	 







 









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ATTACHMENT “4”




Grant Deed




Exhibit “B”

Repository Instructions




 









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ATTACHMENT “5”




Easement Agreement




Exhibit “B”

Repository Instructions




 









Table of Contents








ATTACHMENT “6”




Non-Exclusive Assignment of Contract Rights




Exhibit “B”

Repository Instructions







 









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ATTACHMENT “7”




Seller Certificate of Non-Foreign Status




Exhibit “B”

Repository Instructions






 









Table of Contents








ATTACHMENT “8”




Agreement




Exhibit “B”

Repository Instructions





 









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ATTACHMENT “9”




PAPA




Exhibit “B”

Repository Instructions






 









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EXHIBIT C



NON-EXCLUSIVE ASSIGNMENT OF CONTRACTS AND BILL OF SALE


          For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, NUEVO ENERGY COMPANY, A DELAWARE CORPORATION (“Assignor”), to
the fullest extent legally permissible (and only to the extent legally
permissible), hereby sells, assigns, transfers, grants, sets over and delivers
unto BLACKSAND PARTNERS, L.P., a Texas limited partnership (“Assignee”), all
of Assignor’s right, title, interest, estate, power and privilege in and to
the title, interest, estate, power and privilege in and to (i) all of
Assignor’s fixtures, equipment (including but not limited to gas turbines, gas
processing equipment and oil blending equipment) and personal property
associated with the Minerals and Oil Operations, expressly exclusive, however,
of any and all equipment associated with Assignor’s offshore oil operations;
(ii) all those certain vehicles listed in Attachment 2; and (iii) all those
certain major components of the equipment described on Attachment 3
(collectively the “Personalty”). Vehicle Nos. 5610-L and 5492-L are leased
vehicles and are subject to a “lessor consent to assign” clause for such
leases(s) and Assignor shall cooperate, at no cost to Assignor, with Assignee
in Assignee’s efforts to obtain such consents. THE PERSONALTY IS CONVEYED IN
“AS IS,” “WHERE IS” CONDITION, WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT
LIMITATION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY,
MERCHANTABILITY, SUITABILITY OR QUALITY, EXCEPT THOSE EXPRESSLY SET FORTH IN
THE CERTAIN PURCHASE AND SALE
AGREEMENT BETWEEN ASSIGNOR AND ASSIGNEE
DATED              , 2003
(the “Agreement”) FOR CERTAIN PROPERTY INTERESTS, AND SUBJECT TO THE PERMITTED
EXCEPTIONS DESCRIBED IN THE AGREEMENT.



Capitalized terms used herein shall have the meaning given in the Agreement,
unless otherwise defined herein. Assignee warrants, represents and
acknowledges it is hereby acquiring the Personalty and Contracts based solely
upon Assignee’s own independent investigations and inspections of the
Personalty and not in reliance on any information provided by Assignor or
Assignor’s agents or contractors. Assignee further expressly acknowledges (1)
that the Agreement specifically reserves to Assignor and excludes from the
definition of Land and Property all surface rights; and (2) that the term
“Property Interests,” as used herein and in the Agreement, is limited to oil,
gas and other minerals from the real property, as more particularly set forth
in the Agreement.



          2. Assignor hereby assigns non-exclusively to Assignee all of Assignor’s
rights, title and interest to those contracts and agreements listed in
Attachment 1 insofar and only insofar as they relate to the Property Interests
and Oil Operations, (collectively “Contracts” or “Contract Rights”); which to
the best of Assignor’s knowledge include all of the remaining Contract Rights
pertaining to the Property Interests and Oil Operations, which were not
otherwise exclusively assigned in the Grant Deed. Assignee expressly
acknowledges that this section shall not assign any Contract Rights which
pertain to surface interests in the Land. The non-exclusive Contract Rights
assigned by this section and this Assignment specifically pertain



1









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to only non-surface (mineral) rights of the Land, as more particularly set
forth in the Agreement, and are expressly assigned on a non-exclusive basis to
Assignee.



          3. Assignee hereby expressly assumes and agrees to perform all of”
Assignor’s obligations under the Contracts arising from and after the date
hereof, and shall defend, indemnify and hold harmless Assignor from any claim, cause of
action, liability, demand, expense or cost (including reasonable attorneys’ fees) relating to
the Contracts arising from and after the date hereof. Assignor shall defend, indemnify and hold
harmless Assignee from any claim, cause of action, liability, demand, expense or cost
(including reasonable attorneys’ fees) relating to the Contracts arising prior to the date
hereof.



          4. This Non-Exclusive Assignment of Contracts and Bill of Sale shall bind
and inure to the benefit of the parties hereto and their respective
successors, legal representatives and assigns.



          5. This Non-Exclusive Assignment of Contracts and Bill of Sale may be
executed in counterparts with the same force and effect as if the parties
hereto had executed one instrument and each such counterpart shall constitute an original hereof.



Executed this
                    
day of            , 2003.




	 	 	 	 	 	 	 
	“ASSIGNOR”	 	NUEVO ENERGY COMPANY, a Delaware

corporation
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	 	 	Name:	 	George B. Nilsen
	 	 	Title:	 	Senior Vice President
	 
	 	 	 	 	 	 
	“ASSIGNEE”	 	BLACKSAND PARTNERS, L.P., a Texas limited
partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	BLACKSAND ENERGY, INC., a Delaware
corporation
	 	 	Title:	 	General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	

	

	 	 	 	 	 	Timothy Collins
	

	 	 	 	Title:	 	President







2









Table of Contents






ATTACHMENT 1




Non-Exclusive Rights-of-Way, Contracts and License Agreements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	57534

	 	ASSIGN BILL
	 	5/12/71
	 	5/13/75
	 	Waste Water
	 	 	119	 	 	 	504	 
	

	 	OF SALE
	 	 	 	11410/1929 OR
	 	Disposal Company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57862.2

	 	Easement Agree.
	 	 	 	8/7/89
	 	Kraemer Imperial
	 	 	130	 	 	 	507	 
	

	 	 	 	 	 	60/368 OR
	 	Associates to	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	UNOCAL	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65186

	 	ROW
	 	10/14/92
	 	12/18/1996 Doc.
	 	UNOCAL to
	 	 	A	 	 	 	506	 
	

	 	 	 	 	 	No. 19960637286
	 	NUEVO	 	 	 	 	 	 	 	 







          (1) Agreement between adjacent Landowners dated effective as of October
9, 2001 by and between Nuevo and Brea Walden, LLC.



          (2) “Asset Purchase Agreement” dated February 16, 1996 by and among
Union Oil Company of California, Union California Pipeline Company and Nuevo
Energy Company, to the extent previously described in the Agreement at Section 5.32.



          (3) “Acquisition and Settlement Agreement” entered into as of July 23,
2002, by and between Union Oil Company of California and Nuevo, together with all
subsequent agreements required thereunder, insofar as such Acquisition and Settlement
Agreement pertains to the Property Interests.



          (4) “Acquisition Agreement” entered into July 29, 2002, by and between
Union Oil Company of California and Nuevo, together with all subsequent agreements
required thereunder, insofar as such Acquisition Agreement pertains to the Property
Interests.



          (5) That certain “Corridor Easement” described in Item C and that
certain “Street Easement” described in Item D in that certain Grant Deed dated October
3, 2001 by and between Nuevo and Brea Walden, LLC, recorded October 9, 2001 as Instrument No.
20010710856 in the Official Records of Orange County, California.



Attachment 1 to Exhibit “C”


 









Table of Contents





     (6) Waste Water Line Agreements:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Waste	 	 	 	 	 	 	 	 
	 	 	 	 	Water	 	 	 	 	 	 	 	 
	 	 	 	 	Co.	 	 	 	 	 	 	 	 
	 	 	 	 	File	 	 	 	Document	 	 	 	 
	Dated
	 	Recorded
	 	No.
	 	Book/Page
	 	Number
	 	Doc. Type
	 	Grantor

	5/1/1974

	 	11/5/1974
	 	 	 	11280/1845
	 	 	3078	 	 	Assign &
	 	Waste
	

	 	 	 	 	 	 	 	 	 	 	 	Bill of Sale
	 	Water
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	Disposal
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/1/1995

	 	4/10/1996
	 	 	 	 	 	Recorder No.
	 	Deed & Bill
	 	Unocal
	

	 	 	 	 	 	 	 	 	19960175928	 	 	of Sale and	 	 
	

	 	 	 	 	 	 	 	 	 	 	 	Assign.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/2/1955

	 	3/8/1956
	 	U-11
	 	3430/504
	 	Unocal File No.
	 	ROW
	 	Unocal
	

	 	 	 	 	 	 	 	 	61987.3-	 	 	 	 	 
	

	 	 	 	 	 	 	 	Recorder No.
	 	 	 	 
	

	 	 	 	 	 	 	 	 	35165	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/25/1956

	 	5/1/1956
	 	 	 	3493/528
	 	Unocal File No.
	 	Q.C. Deed
	 	Waste
	

	 	 	 	 	 	 	 	 	61987.47	 	 	 	 	Water
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	Disposal
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/15/1996

	 	 	 	 	 	 	 	Unocal File No.
	 	ROW
	 	Unocal
	

	 	 	 	 	 	 	 	 	65186	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/7/1989

	 	8/17/1989
	 	 	 	 	 	Recorder No.
	 	Easement
	 	Kraemer
	

	 	 	 	 	 	 	 	 	89-437991-	 	 	Agreement
	 	Imperial
	

	 	 	 	 	 	 	 	Unocal File No.
	 	 	 	Associates
	

	 	 	 	 	 	 	 	 	56862.2	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/2/1971

	 	     No
	 	U-13
	 	 	 	Unocal File No.
	 	ROW
	 	Unocal
	

	 	 	 	 	 	 	 	 	68869.3	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/10/1928

	 	     No
	 	U-14
	 	 	 	 	 	 	 	ROW
	 	West Coast
Oil Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/1/1978

	 	 	 	 	 	 	 	Unocal File No.
	 	ROW
	 	E.H.
	

	 	 	 	 	 	 	 	57635 -ROW
	 	 	 	Associates
	

	 	 	 	 	 	 	 	Green Map No.
	 	 	 	 
	

	 	 	 	 	 	 	 	 	633	 	 	 	 	 





Attachment 1 to Exhibit
“C”









Table of Contents





ATTACHMENT 2




List Of Vehicles




Brea Olinda Vehicle List




	 	 	 	 	 	 	 
	Vehicle	 	Type	 	Description	 	Location
	#
	 	 	 	 	 	 
	9752

	 	VEHICLE, TRUCK
	 	5S60159 1998 FORD F-250 - VIN# 3FTHF25H7VMA46893
	 	BREA
	 
	 	 	 	 	 	 
	9742

	 	VEHICLE, TRUCK
	 	5R29453 1997 FORD F-250 VIN. #3FTHF25H6VMA57948
	 	BREA
	9886

	 	VEHICLE, TRUCK
	 	5U24281 1998 FORD F-250
	 	BREA
	

	 	 	 	VIN. #1 FTNF20LOXEA77605	 	 
	9883

	 	VEHICLE, TRUCK
	 	5U24284 1998 FORD F-250 VIN. #1FTNF20L1XEA51076
	 	BREA
	9887

	 	VEHICLE, TRUCK
	 	5U24285 1998 FORD F-250
	 	BREA
	

	 	 	 	VIN. #1 FTNF20L2XEA77606	 	 
	9706

	 	VEHICLE, TRUCK
	 	5N21488 1997 FORD F-250 VIN# 1FTHF25H7VEB69339
	 	BREA
	 
	 	 	 	 	 	 
	9881

	 	VEHICLE, TRUCK
	 	5U24283 1998 FORD F-250 VIN# 1FTNF20L8XEA51074
	 	BREA
	 
	 	 	 	 	 	 
	9882

	 	VEHICLE, TRUCK
	 	5U24288 1998 FORD F-250 - VIN# 1FTNF20LXXEA51075
	 	BREA
	 
	 	 	 	 	 	 
	9884

	 	VEHICLE, TRUCK
	 	5V08517 1998 FORD F-250 VIN# 1FTNF20L3XEA51077
	 	BREA
	 
	 	 	 	 	 	 
	2511

	 	VEHICLE, STINGER CRN
	 	4K89100 1992 FORD F-700G - VIN# 1FDNF70JONVA10264
	 	BREA
	 
	 	 	 	 	 	 
	0287

	 	VEHICLE, AUTO
	 	5A11881 1994 CHEVY 1500 VIN lGCEC19HXRE313794
	 	BREA SPARE
	 
	 	 	 	 	 	 
	1667

	 	VEHICLE, TRUCK
	 	3V56249 1989 CHEV C-30 - VIN# 1GBHR34K3KF300237
	 	BREA, GREASE

TRUCK
	 
	 	 	 	 	 	 
	6095

	 	VEHICLE, TRUCK
	 	2D45638 1983 CHEVY C-30 - VIN# lGBGC34M7DJ155878
	 	BREA, SPARE
	9746

	 	VEHICLE, TRUCK
	 	5P79474 1998 FORD F-I50 - VIN# lFTZX1767WNA14640
	 	BREA, SPARE
	5610-L

	 	VEHICLE, MECH 1 TON
	 	2002 SILVERADO 3500 2WD, MONTHLY PAYMENT $770.23,
	 	BREA
	

	 	 	 	DURAMAX DIESEL 6600 V8 ENGINE, SUMMIT WHITE,	 	 
	

	 	 	 	GRAPHITE CLOTH, ALLISON 5 SPD AUTOMATIC TRANS,	 	 







Attachment 2 to Exhibit “C”




 









Table of Contents








	 	 	 	 	 	 	 
	

	 	 	 	UNLADEN WEIGHT 08360, VEH TYPE Y31, BODY TYPE UT, FEE	 	 
	

	 	 	 	$587- LIC# 6W00293 - VIN# 1 GBJC34122F115610	 	 
	5492-L

	 	VEHICLE, MECH 1 TON
	 	2002 SILVERADO 3500 2WD, MONTHLY PAYMENT $844.83,
	 	BREA
	

	 	 	 	DURAMAX DIESEL 6600 V8 ENGINE, SUMMIT WHITE,	 	 
	

	 	 	 	GRAPHITE CLOTH, ALLISON 5 SPD AUTOMATIC TRANS,	 	 
	

	 	 	 	UNLADEN/G/GW 15000, FEE $611, BODY TYPE UT, VEH CLASS	 	 
	

	 	 	 	LH - LIC.# 6U70209 - VIN# 1 GBJC34102F115492	 	 







Attachment 2 to Exhibit “C”




 









Table of Contents








ATTACHMENT 3




List of Major Components




BREA - Major

Components




	 	 	 	 	 	 	 
	Tonner Tank Farm
	

	 	 	1	 	 	3000 bbl tank
	

	 	 	3	 	 	2000 bbl tanks
	

	 	 	1	 	 	100 bbl tank
	

	 	 	1	 	 	Lact
	

	 	 	1	 	 	VRU
	

	 	 	 	 	 	Various test vessels, pumps and headers
	East Naranjal Tank Farm
	

	 	 	1	 	 	5000 bbl tank
	

	 	 	2	 	 	2000 bbl tanks
	

	 	 	5	 	 	1000 bbl tanks
	

	 	 	1	 	 	Lact
	

	 	 	1	 	 	VRU
	

	 	 	 	 	 	Various test vessels, pumps and headers
	West Naranjal Tank Farm
	

	 	 	1	 	 	3000 bbl tank
	

	 	 	3	 	 	1000 bbl tank
	

	 	 	1	 	 	Lact
	

	 	 	1	 	 	VRU
	

	 	 	 	 	 	Various test vessels, pumps and headers
	Stearns Gas Plant
	

	 	 	1	 	 	Gas Dehydration equipment
	

	 	 	 	 	 	1 high-pressure vessel and related pumps
	

	 	 	1	 	 	De-propanizer plant
	

	 	 	 	 	 	3 high-pressure vessels and related pumps
	

	 	 	1	 	 	1500 bbl propane storage tank and loading rack
	Stearns Plant Compressor
	

	 	 	1	 	 	1000 hp compressor
	C-300 Compressor
	Station
	C-150 Compressor
	Station
	Field Vacuum
	Compressor
	West Naranjal
	Compressor
	Turbines


	 	 	 	
2 Solar Turbines
	

	 	 	1	 	 	Aqueous Ammonia Plant
	Water Injection System







Attachment 3 to Exhibit “C”




 









Table of Contents








	 	 	 	 	 	 	 
	 

	 	 	4	 	 	High-pressure injection pump
skids Various filters and
meters







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pipelines
	 	 	 	 	 	 	 	 	 	 	 	 
	Brea Olinda to

	 	East Coyote Gas
	 	4"
	 	Gas
	 	 	4.0	 	 	In service.
	Brea Olinda to

	 	Richfield Gas
	 	4"	 	Gas
	 	 	3.8	 	 	In service.
	Brea Olinda to

	 	Sansinena Gas
	 	1"
	 	Gas
	 	 	1.1	 	 	In service.







Attachment 3 to Exhibit “C”




 









Table of Contents










MINERAL GRANT DEED





	 	I.	 	FOR VALUABLE CONSIDERATION, receipt of which this hereby
acknowledged, NUEVO ENERGY COMPANY, a Delaware corporation “Nuevo”
or “Grantor”), hereby grants to BLACKSAND PARTNERS, L.P, a
Texas
limited partnership (“BlackSand” or “Grantee”), subject to the
conditions (ILLEGIBLE) contained, the following described real
property situated in the County of Orange, State of California
(“Property”):






	 	A.	 	ATTACHMENT 1 (Property Minerals):
	 
	 	 	 	Any and all oil, oil rights, minerals, mineral rights,
natural gas rights and other hydrocarbons by whatsoever name
known, geothermal steam and all products derived from any
of the foregoing (here in after collectively referred to as, the
“Minerals”) described in Attachment Nos 1 (“Property Minerals”),
attached hereto and incorporated herein by this reference;
together with the perpetual right, as limited herein, of
drilling, exploring: and operating thereof and storing in and
removing the same;






	 	 	 	EXCEPTING AND RESERVING UNTO (ILLEGIBLE) its successors and
assigns, the Minerals lying from the surface to five hundred feet
(500') below the surface of the Property Minerals and
Grantee shall have no rights to drill for, explore,
operate, store or remove the Minerals from said reserved
interval. Provided, however, Grantee shall have the right of
subsurface entry through said interval to explore, operate,
store or remove the Minerals lying below five hundred feet (500')
from the surface of the Property Minerals;




 









Table of Contents











EXHIBIT D







MINERAL GRANT DEED




       Documentary Transfer Tax is set forth in a separate statement that is not
part of the public record.




	 	I.	 	FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, NUEVO ENERGY COMPANY, a Delaware corporation (“Nuevo”
or “Grantor”), hereby grants to BLACKSAND PARTNERS, L.P, a Texas
limited partnership (“BlackSand” or “Grantee”), subject to the
conditions herein contained, the following described real property
situated in the County of Orange, State of California (“Property”):






	 	A.	 	ATTACHMENT 1 (Property Minerals):
	 
	 	 	 	Any and all oil, oil rights, minerals, mineral rights,
natural gas rights and other hydrocarbons by whatsoever name
known, geothermal steam and all products derived from any of
the foregoing (hereinafter collectively referred to as, the
“Minerals”) described in Attachment No. 1 (“Property
Minerals”), attached hereto and incorporated herein by this
reference; together with the perpetual right, as limited
herein, of drilling, exploring and operating thereof and
storing in and removing the same;






	 	 	 	EXCEPTING AND RESERVING UNTO GRANTOR, its successors and
assigns, the Minerals lying from the surface to five hundred
feet (500') below the surface of the Property Minerals and
Grantee shall have no rights to drill for, explore, operate,
store or remove the Minerals from said reserved interval.
Provided, however, Grantee shall have the right of
subsurface entry




 









Table of Contents






	 	 	 	through said interval to explore, operate, store or remove the Minerals
lying below five hundred feet (500') from the surface of the Property
Minerals;






	 	 	 	SUBJECT TO those certain conditions and restrictions for surface use set
forth in the Environmental Impact Report No. 518, SCH No. 2001031137 for
the Tonner Hills Planned Community, dated April 2002, approved by the
Board of Supervisors for Orange County, California as the lead agency on
November 19, 2002; Planned Community ZC-01; Development Agreement
2001-01; Tonner Hills Area Plan; and that certain Biological Opinion
dated December 30, 2002, as used by the U.S. Army Corps of Engineers in
its Section 404 Permit. The foregoing documents, inclusive of any
amendments thereto, are collectively referred to herein as the
“Project”; and subject to that certain oil and gas lease titled
“Indenture” dated February 26, 1901, as amended, by and between Union
Oil Company of California and Columbia Oil Producing Company;
	 
	 	 	 	IT IS FURTHER PROVIDED, THAT Grantee shall limit its operations within
Planning Areas Number 1 through 8 (as the same is defined and described
in the Project) to be in accordance with the Project and the provisions
of that certain Payment and Performance Agreement of even date herewith
by and between Grantor and Grantee. In said Payment and Performance
Agreement, Grantee’s producing operations in the aforedescribed Planning
Areas shall be limited to the following existing wells, to wit: East
Naranjal Wells Numbered 26, 46, 79, 89, 90, 147, 148, 150, 151, 153, 221,
232, 285, 288, 292, 294, 217 RD2, 247, 87, 180, 211, 230, 259, 276, 281
and 293.
	 
	 	B.	 	ATTACHMENT 2 (Adjacent Minerals):
	 
	 	 	 	All Minerals described in Attachment No. 2 (“Adjacent Minerals”),
attached hereto and incorporated herein by this reference;
	 
	 	 	 	EXCEPTING THEREFROM, the right to drill, mine, store, explore or
operate on the surface or through the upper five hundred feet
(500') of
the subsurface of the property described on Attachment 2;
	 
	 	 	 	SUBJECT TO, the provisions and conditions set forth on that certain
Grant Deed dated October 3, 2001 by and between Grantor and Brea
Walden, LLC, recorded on October 9, 2001 as Instrument No. 20010710856
in the Official Records of Orange County, California.
	 
	 	C.	 	ATTACHMENT 3 (District Minerals):
	 
	 	 	 	All Minerals described in Attachment No. 3 (“District Minerals”),
attached hereto and incorporated herein by this reference;




2.









Table of Contents






	 	 	 	EXCEPTING THEREFROM, the right to drill, mine, store, explore or operate
through the surface or the upper 500 feet of the subsurface of the
property described in Attachment 3;
	 
	 	 	 	SUBJECT TO, the provisions and conditions set forth in that certain
Gift Deed dated January 30, 2003, by and between Grantor and
Brea-Olinda Unified School District and recorded on February 25, 2003,
as Instrument No. 2003000207265 in the Official Records of Orange
County, California.
	 
	 	D.	 	ATTACHMENT 4 (Other Minerals):
	 
	 	 	 	All Minerals lying below the surface of the real property described in
Attachment No. 4 (“Other Minerals”), attached hereto and incorporated
herein by this reference.
	 
	 	E.	 	ATTACHMENT 5 (Rights of Way):
	 
	 	 	 	All the rights, title and interest to those certain contract and other
rights described in Attachment 5 (“Rights-of-Way”) attached hereto and
incorporated herein by this reference.






	 	 	 	For purposes of this Section I, the term “Minerals” shall include the
perpetual right of drilling, mining, exploring and operating therefor and
producing, storing in, injecting water, gases and/or other substances (for
secondary and/or tertiary recovery operations) into, or to use other
techniques, whether now known or unknown, and removing, taking, treating and
selling the same from said Property or any other land, and including the right
to whipstock or directionally drill and mine from lands other than the
Property, oil or gas wells, mines, tunnels and shafts into, through or across
the subsurface of the Property, and to bottom such whipstocked or
directionally drilled wells, mines, tunnels and shafts under and beneath or
beyond the exterior limits thereof, and to relocate, replace, redrill,
retunnel, work, rework, complete, recomplete, equip, maintain, repair, remove,
change the size of, increase the number of, deepen and operate any such wells
or mines; and
	 
	 	 	 	Any and all water, water rights or interests therein appurtenant or relating
to the Property or owned or used by Grantor in connection with or with respect
to the Property (no matter how acquired by Grantor), whether such water rights
shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory, contractual or otherwise derived,
together with the right and power to explore, drill, redrill, remove and store
the same from or in the Property or to divert or otherwise utilize such water,
rights or interests on any other property owned or leased by Grantor.




3.









Table of Contents






	 	II.	 	Grantee’s Obligations: Grantee and its successors and assigns shall, as
of the Closing Date, assume and be responsible for and comply with, all the duties and obligations,
including without limitation, all those indemnities, provided for and set forth in that
certain Declaration of Development Covenants, Conditions and Restrictions of even
date herewith and recorded on such date immediately prior to this Mineral Grant
Deed. “Closing Date” shall mean that date first set forth below next to Grantor’s
signature.
	 
	 	III.	 	THIS CONVEYANCE IS SUBJECT TO:






	 	A.	 	General and special real property taxes and assessments and
supplemental taxes and assessments, if any, which are not delinquent, including
those assessed as a result of this conveyance.
	 
	 	B.	 	That certain Declaration of Development Covenants, Conditions
and Restrictions of even date herewith and recorded on such date
immediately prior to this Mineral Grant Deed.
	 
	 	C.	 	AH other covenants, conditions, restrictions, encumbrances,
limitations (including limitations on Grantee’s surface use above the
Property), reservations, charges, rights, rights-of-way, equitable
servitudes, dedications, offers of dedication, easements, obligations, requirements, leases
and other matters of record or apparent, including those contained in that
certain Easement Agreement of even date herewith between Grantor and
Grantee containing all the rights granted and limitations imposed,
respectively, upon Grantee’s use of the surface of the land above the Property for
its operations.
	 
	 	D.	 	All easements, licenses, rights and rights-of-way regarding
the Property herein conveyed and all contracts and other documents/materials
relating thereto (“Third Party Easements, Contracts and License
Agreements”), described in Attachment No. 6. attached hereto and incorporated
herein by reference, whether or not any of such Third Party Easements,
Contracts and License Agreements are a matter of record.
	 
	 	E.	 	All the terms, conditions and covenants provided herein shall
run with the Property and shall be forever binding upon Grantee’s successors and assigns
hereto.






	 	IV.	 	THERE IS HEREBY EXCEPTED FROM THIS CONVEYANCE AND
RESERVED UNTO GRANTOR those certain rights, credits, benefits and assets
(“Excluded Assets”) described in Attachment No. 7, attached hereto and
incorporated herein by reference.




4.









Table of Contents











     IN WITNESS WHEREOF, Grantor has executed this Mineral Grant Deed as of the
1st day of January, 2003 (the “Effective Date”).



	 	 	 	 	 	 	 
	Dated: February 28, 2003	 	NUEVO ENERGY COMPANY, a Delaware
	 	 	corporation
	 
	 	 	 	 	 	 
	 	 	By:
	 	 	 	 	
 
	 	 	 	 	George B. Nilsen
	 
	 	 	 	 	 	 
	 	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	GRANTOR







ACCEPTANCE: Grantee hereby accepts this Mineral Grant Deed on, and agrees to,
the terms and conditions herein stated.



	 	 	 	 	 	 	 	 	 
	Dated: February      ,2003	 	BLACKSAND PARTNERS, L.P., a Texas limited	 	 
	 	 	partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	BLACKSAND ENERGY, INC., a Delaware
	 	 	 	 	corporation
	 
	 	 	 	 	 	 	 	 
	 	 	Title:	 	General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	

	 	 	 	 	 	
 	 	 
	

	 	 	 	 	 	Timothy Collins	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Title: President
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	GRANTEE	 	 







5.









Table of Contents






State of                    )




                                )




County of                )




     On                      before me,                       ,
personally
appeared                               , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	 
	 	
	 







State of                      )




                                   )




County of                   )




     On                    before me,                    
, personally
appeared                    , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	 
	 	
	 







6.









Table of Contents






State of                       )




                                    )




County of                   )




     On                    before me,                    personally
appeared                              , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	 
	 	
	 







State of                       )




                                    )




County of                   )




     On                    before me,                    ,
personally
appeared                                   , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	 
	 	
	 







7.









Table of Contents






ATTACHMENT NO. 1

TO

MINERAL GRANT DEED




LEGAL DESCRIPTION OF PROPERTY MINERALS




Executable Grant Deed




 









Table of Contents








ATTACHMENT “1”




THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



PARCEL 1




BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67
CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1°
45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH
1° 45' WEST 20.00
CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS;
THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" X 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30’ EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK



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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:




	 	 	 	BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OP DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73°
32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH
15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65°
23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.





ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:




	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89°
10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A
2" X 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH
85° 48' 16"
WEST, 380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4°
11' 44" EAST
1750.00 FEET TO A 2" X 2" STAKE; THENCE SOUTH 85°
48' 16" EAST 380.00
FEET TO A 2" X 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" X 2" STAKE AND THE TRUE POINT OF BEGINNING.





ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION. SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18"E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH
60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;
	 
	 	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET
	 
	 	 	 	THENCE NORTH 15°02'00" EAST 103.00 FEET
	 
	 	 	 	THENCE NORTH 26°29'00" EAST 105.00 FEET





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	 	 	 	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL HAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “
N10°33'18"E 381.48" ”;
	 
	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH
10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 2




PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18"E 381.48'” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243 SOUTH
60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;
	 
	 	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET
	 
	 	 	 	THENCE NORTH 15°02'00" EAST 103.00 FEET
	 
	 	 	 	THENCE NORTH 26°29'00" EAST 105.00 FEET
	 
	 	 	 	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
	 
	 	 	 	BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT
ALSO BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “
N10°33'18"E
381.48' ”
	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH
10°33'18" WEST 381.48
FEET TO THE TRUE POINT OF BEGINNING.





PARCEL 3




THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:




	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89°
10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM





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	 	 	THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9°
48' 11"
WEST 529.60 FEET TO A 2” X 2” STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48’ 16” WEST, 380.00 FEET TO A 2” X 2”
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2” X 2” STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2” X 2” STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2” X 2” STAKE AND THE TRUE POINT
OF BEGINNING.





THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT
“ ‘A1’ SITE DEPICTION ”, IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 	 
	 	
	 	KATHLEEN SUSAN TETREAULT P.L.S.7297
	 	MY LICENSE EXPIRES 12/31/2004
	 	 
	 	January 31, 2003
	 	JN: 13207.00







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ATTACHMENT NO.2

TO

MINERAL GRANT DEED




LEGAL DESCRIPTION OF ADJACENT MINERALS




Executable Grant Deed




 









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ATTACHMENT 2




Description of Adjacent Interests




     All of that real property, and all real property rights and interests,
described in those certain Exceptions and Reservations unto Grantor, Paragraphs
A through E, appearing on pages 1 and 2 of, and in all the Attachments to, the
grant deed (“Walden Deed”) from Grantor to BREA WALDEN, LLC, a California
limited liability company, as grantee, dated October 3, 2001, and recorded in
the Official Records of Orange County, California on October 9, 2001 as
Instrument No. 20010710856. A conformed copy of the Walden Deed is appended
hereto for convenience only, as Schedule 1 to Attachment 2.



Attachment 2





 









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SCHEDULE 1 TO




ATTACHMENT 2




Schedule 1 to Attachment 2




 









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RECORDING REQUESTED BY:




Brea Walden, LLC




c/o Hover Development
Company, Inc.
 3501 Jamboree
Boulevard. Suite 200
 Newport
Beach, California 92660
 Attn:
Tom Hover


WHEN RECORDED MAIL TO:




Brea Walden, LLC

c/o Hover Development
Company, Inc.
 3501 Jamboree
Boulevard, Suite 200
 Newport
Beach, California 92660
 Attn:
Tom Hover



	 	 	 
	MAIL TAX STATEMENTS TO ADDRESS ABOVE

	 	 







GRANT DEED







     FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged.
NUEVO ENERGY COMPANY, a Delaware corporation (“Grantor”), hereby grants to BREA
WALDEN, LLC. a California limited liability company (“Grantee”), the
following described real property (“Land” or “Property”) in the County
of Orange, State of California:



     See
Attachment No. 1 which is incorporated herein by this reference.



     EXCEPTING
AND RESERVING UNTO GRANTOR, its successors and assigns
together with the right to grant and transfer all or a portion of the
same, as follows:



     A.     All oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons, of every type and nature, by whatsoever
name known, geothermal steam and all products derived from any of the
foregoing, that may be within or under the Land, together with the
perpetual right of drilling, mining, exploring and operating therefor and
producing, storing in, injecting water, gases and/or other substances (for
secondary and/or tertiary recovery operations) into, or to use other
techniques, whether now known or unknown, and removing, taking, treating
and selling the same from said Land or any other land (including the
Adjacent Parcel, as shown on Attachment “2”), and including the right to
whipstock or directionally drill and mine from lands other than the Land
(including the Adjacent Parcel, as shown on Attachment “2”), oil or gas
wells, mines, tunnels and shafts into, through or across the subsurface of
the Land, and to bottom such whipstocked or directionally drilled wells,
mines, tunnels and shafts under and beneath or beyond the exterior limits
thereof, and to relocate, replace, redrill, retunnel, work, rework,
complete, recomplete. equip, maintain, repair, remove, change the size
of, increase the number of, deepen and operate any such wells or mines;
but, except as set forth in C, D and E below, without the


Executable Grant Deed



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right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the Land.






     B.     Any and all water, water rights or interests therein appurtenant or
relating to the Land or owned or used by Grantor in connection with or with
respect to the Land (no matter how acquired by Grantor), whether such water
rights shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory, contractual or otherwise derived,
together with the right and power to explore, drill, redrill, remove and store
the same from or in the Land or to divert or otherwise utilize such water,
rights or interests on any other property owned or leased by Grantor; but
without, however any right to enter upon the surface of the Land in the
exercise of such rights.



     C.     An exclusive, subsurface easement and nonexclusive surface easement
(“Corridor Easement”) on, over and under the Land for ingress, egress and
access to and from, and the construction, installation, maintenance,
replacement, repair, removal, reconstruction and other uses (collectively,
“uses”) of (a) electric, gas, telephone, water, sewer, drainage, and all other
wet and dry utilities, (b) cable television and other telecommunications and/or
data transmission lines and facilities, and (c) pipelines and other uses and
facilities in connection with its operating/non-operating oil and gas wells
and mines and other development of the adjacent parcel (“Adjacent Parcel”) as a
master-planned community (the location of the Corridor Easement and a
description of the Adjacent Parcel are shown on Attachment “2”); provided that
the construction and installation of such facilities shall not unreasonably
interfere with Grantee’s development of the Land, and after Mass Grading
thereof has been completed, Grantor shall repair any damage to the surface of
the Land caused by its activity thereon; and provided further that Grantee
shall construct and maintain landscaping on and over the surface of the
Corridor Easement compatible with its development of the Land and Grantor’s
development of the Adjacent Parcel.



     D.     A non-exclusive easement (“Street Easement”) on, over and under
the streets on the Land for ingress, egress and access to and from, and the
construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses of (a) electric, gas, telephone, water, sewer,
drainage, and all other wet and dry utilities, (b) cable television
and other telecommunications and/or data transmission lines and facilities,
and (c) pipelines and other facilities in connection with its
operating/non-operating oil and gas wells and mines and other development of
the Adjacent Parcel as a master-planned community (the location of the Street
Easement is shown on Attachment “2”); provided that the use of such facilities
shall not unreasonably interfere with Grantee’s development of the Land, and
after Mass Grading thereof has been completed, Grantor shall repair any damage
to the Streets and surface of the Land caused by its activity thereon.



     E.     A non-exclusive easement on, over and under the Land for drainage
purposes from the Adjacent Parcel, as shown on Attachment “3,” as well as the
right to connect to and discharge and drain through, any water, sewer and
other facilities constructed by Grantee on, over and under the Land.


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2









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All
defined terms in the Agreement and other Development Documents referenced
therein are incorporated herein by this reference. The provisions of this
Grant Deed shall prevail in the event of a conflict with the provisions of
any other Development Document.



SUBJECT TO:







     1.     General and special real property taxes and assessments and
supplemental assessments, if any, which are not delinquent.



     2.     That certain Agreement between Adjacent Landowners, dated October 9,
2001, between Grantor and Grantee, regarding the construction and location of
slopes and the disposition and use of export spoils, recorded concurrently
herewith.



     3.     That certain Temporary Easement and Transfer Agreement between Grantor
and Brea Olinda Venture, LLC, dated June 6, 2001, whether a matter of record or
not.



     4.     All other covenants, conditions, restrictions, reservations, rights,
rights-of-way, dedications, offers of dedication, easements and other matters
of record or apparent.



     IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and
year hereafter written.



	 	 	 	 	 
	Dated: October 3, 2001	 	NUEVO ENERGY COMPANY, a Delaware corporation
	 
	 	 	 	 
	

	 	By :
	 	/s/ Mike Darden



	

	 	 
	 	MIKE DARDEN
	

	 	Title :
	 	VICE PRESIDENT
	 
	 	 	 	 
	

	 	By :
	 	/s/ David A. Leach


	

	 	 
	 	DAVID A. LEACH
	

	 	Title :
	 	ASST. SECRETARY
	

	 	 	 	“Grantor”




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ACCEPTANCE:
Grantee hereby accepts this Grant Deed on the terms and conditions
herein stated.



	 	 	 	 	 	 	 
	Dated: October 3, 2001	 	BREA WALDEN, LLC, a California limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	HOVER DEVELOPMENT COMPANY, INC.,
a California corporation, its sole managing
member
	 
	 	 	 	 	 	 
	

	 	 	 	By :
	 	/s/ Tom Hover
	

	 	 	 	 	 	

Tom Hover, President
	 
	 	 	 	 	 	 
	

	 	 	 	By :	 	 
	

	 	 	 	 	 	

	

	 	 	 	Its:	 	 
	

	 	 	 	 	 	

“Grantor”





Executable Grant Deed


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	State of Texas

	 	 	)	 
	

	 	 	)	 
	County of Harris

	 	 	)	 










     On                             
before me,
                            ,
personally appeared,
                            ,
 personally known
to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	 
	 	 	








	 	 	 	 	 
	State of Texas

	 	 	)	 
	

	 	 	)	 
	County of Harris

	 	 	)	 









     On
October 4, 2001 before me, Judy Vidrine,
personally appeared Mike Darden and David A. Leach, personally known
to me to be the person(s) whose name(s)
are subscribed to the within instrument and acknowledged to me that they
executed the same in their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.



     WITNESS my hand and official seal.






	 	 	 
	Signature

	 	/s/ Judy Vidrine
	

	 	





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	State of California

	 	 	)	 
	

	 	 	)	 
	County of Orange

	 	 	)	 










     On                             before
me,
                            
, personally appeared
                            
, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	 
	 

	 	








	 	 	 	 	 
	State of California

	 	 	)	 
	

	 	 	)	 
	County of Orange

	 	 	)	 










     On
October 4, 2001 before me, Donna Fritz, personally appeared [ILLEGIBLE], personally known
to me to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that
by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	/s/ Donna Fritz
	

	 	







Executable Grant Deed

6







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ATTACHMENT NO. 1




TO




GRANT DEED




LEGAL DESCRIPTION OF LAND





 









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	Preliminary Report

	 	OR-2126186
	

	 	TITLE OFFICER- RONALD I. GOMEZ











DESCRIPTION



THIS LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTRY OF ORANGE, CITY OF BREA, AND IS DESCRIBED AS FOLLOWS:



PARCEL 2 AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT
LL-2000-054-RECORDED ON AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229
IN THE OFFICIAL RECORDS OF ORANGE COUNTRY, CALIFORNIA.



 









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First American Title Insurance Company






 









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ATTACHMENT NO. 2


TO




GRANT DEED




CORRIDOR EASEMENT




STREET EASEMENT




ADJACENT PARCEL




 









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CORRIDOR EASEMENT




(Metes and Bounds Description Of

Easement Area)




 









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ATTACHMENT “2”

TENTATIVE TRACT NO. 16047

LOTS “A” & “F”




THOSE
PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE CITY OF BREA, STATE OF CALIFORNIA AS SHOWN ON RECORD
OF SURVEY NO. 91-1007 FILED IN BOOK 133 PAGES 41 THROUGH 46 INCLUSIVE OF
RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO
DESCRIBED AS A PORTION OF THE LAND DESCRIBED IN A, BILL OF SALE AND
ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS. IN
THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS:



PARCEL A (TENTATIVE TRACT NO. 16047 LOT “F”)



COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7;



THENCE
ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00’10°32” WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF BREA
ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED JUNE 28,
1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF SAID
COUNTY RECORDER;



THENCE
ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH
89°53’53”W 466.40
FEET TO THE POINT OF BEGINNING;



THENCE SOUTH 6.05 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHERLY, AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE THROUGH SAID
POINT BEARS NORTH OO°50’ 30” WEST, SAID POINT BEING ON THE RIGHT-OF-WAY OF
PROPOSED STREET “A”;



THENCE WESTERLY ALONG SAID CURVE AND RIGHT-OF-WAY 26.65 FEET THROUGH A
CENTRAL ANGLE OF 33°55’32”;



THENCE NORTH 14.12 FEET TO SAID NORTHERLY LINE;



THENCE
ALONG SAID NORTHERLY LINE SOUTH 89°53’53” EAST 25.00 FEET TO THE POINT
OF BEGINNING.



PARCEL B (TENTATIVE TRACT NO. 16047 LOT “A” )



COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7;



THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10’32” WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF
BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED




Page 1 of 2









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JUNE
28, 1977. IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF
SAID COUNTY RECORDER;

THENCE
ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH
89°53’53”W 723.50
FEET TO THE POINT OF BEGINNING;



THENCE
SOUTH 07°50’05” EAST 87.46 FEET TO A POINT ON THE
RIGHT-OF-WAY OF PROPOSED STREET “A”;



THENCE ALONG SAID RIGHT-OF-WAY SOUTH
81°51’01” WEST 25.00 FEET;

 THENCE NORTH
07“5O’05” WEST 91.09 FEET TO SAID
NORTHERLY LINE;



THENCE
ALONG SAID NORTHERLY LINE SOUTH 89°53’53” EAST 25.24 FEET TO THE POINT
OF BEGINNING.



ALSO AS SHOWN ON EXHIBIT “B”, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.



THIS
DESCRIPTION HAS BEEN PREPARED FOR“LAND OWNER AGREEMENT” PURPOSES AND
MAY NOT BE USED
FOR THE CONVEYANCE, FINANCING OR LEASING OF LAND, EXCEPT AS PROVIDED FOR IN
LOCAL ORDINANCE AND THE SUBDIVISION MAP ACT. A DIVISION OF THE GOVERNMENT
CODE OF THE STATE OF CALIFORNIA



SUBJECT
TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS
AND RIGHTS-OF-WAY OF RECORD, IF ANY.













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STREET EASEMENT








(Current depiction of Streets,

to be automatically replaced

by the recorded version

of TTM 16047, showing

the final alignment

and location thereof and

connection points to the

Corridor Easement)


 









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ATTACHMENT NO. 3


TO


 MINERAL GRANT DEED




LEGAL DESCRIPTION OF DISTRICT MINERALS




Executable Grant Deed




 









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ATTACHMENT   3




THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS:



BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP NO.
86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE
OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE SOUTHERLY TERMINUS OF A
COURSE SHOWN AS “ N 10°33”18“E 381.48’ * ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 OF
PARCEL MAP NO. 86-243, SOUTH 60°42’49” EAST 43.00 FEET TO THE TRUE POINT OF
BEGINNING;



THENCE
NORTH 10°42’00” EAST 141.00 FEET

THENCE NORTH 15°02’00” EAST 103.00 FEET

THENCE NORTH 26°29’00” EAST 105.00 FEET

THENCE NORTH 46°26’07” WEST 92.94 FEET TO A POINT ON SAID EASTERLY BOUNDARY
OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE NORTHERLY
TERMINUS OF SAID COURSE SHOWN AS “ N10°33’18”E
381.48’ ”;
THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48 FEET TO THE
TRUE POINT OF BEGINNING.



CONTAINING 0.425 ACRES, MORE OR LESS.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES
 UNDER THE DIRECTION OF:
	

	 	
	

	 	KATHLEEN SUSAN TETREAULT P.L. S. 7297
	
	 	 
	

	 	MY LICENSE EXPIRES 12/31/2004
	 
	 	 
	

	 	November 04, 2002
	

	 	JN: 13207.00.034







 









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ATTACHMENT NO. 4

TO

MINERAL GRANT DEED




LEGAL DESCRIPTION OF OTHER MINERALS




Executable Grant Deed




 









Table of Contents








ATTACHMENT 4




	 	 	 
	Property Name:

	 	BREA RESIDENTIAL LOTS MINERAL FEE
	Nuevo Property #:

	 	CA12096







All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds.



	 	 	 
	Property Name:

	 	HOLE MINERAL FEE
	Nuevo Property #:

	 	CA12451







All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10, in
Book 194, Page 55, of Deeds; EXCEPTING THEREFROM, any portions of such real
property which is located in Section 22, Section 23, Section 24, or the South
Half of Section 14, Township 3 South, Range 10 West, S.B.B.&M.



All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Quitclaim Deed dated 4/29/46, between David R.
Wagner, as Grantor, and Union Oil Company of California, as Grantee, recorded
4/30/46 in Book 1332 at Page 421 of Official Records; EXCEPTING THEREFROM, any
portions of such real property which is located in Section 22, Section 23,
Section 24, or the South Half of Section 14, Township 3 South, Range 10 West,
S.B.B.&M.



	 	 	 
	Property Name:

	 	SIEVERS (J.) MINERAL FEE
	Nuevo Property #:

	 	CA12097







All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 11/30/26, from John D. Sievers, as
Grantor, to Union Oil Company of California, as Grantee, recorded 12/9/26 in
Book 690 at Page 149 of Deeds.



1









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	Property Name:

	 	TOWNSEND & DAMON MINERAL FEE
	Nuevo Property #:

	 	CA12445







All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California hi that certain Indenture dated 8/1/10, from J. S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 .of Deeds.



	 	 	 
	Property Name:

	 	NARANJAL MINERAL FEE A & B
	Nuevo Property #:

	 	CA12453







All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 3/24/10 from Stearns Ranchos Company,
as Grantor, to Union Oil Company of California, as Grantee, recorded 4/22/21 in
Book 385 at Page 394 of Deeds Orange County and recorded on 5/25/21 in Book
211, Page 268 Official Records Los Angeles County; EXCEPTING THEREFROM that
portion described as follows:




	 	 	 	That portion of the Northerly one-half of Section 2, Township 3 South,
Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the
unincorporated territory of the County of Orange, State of California,
as shown on the Map recorded in Book 51, Page 7 of Miscellaneous Maps in
the Office of the County Recorded, described as follows:
	 
	 	 	 	Beginning at the Southeasterly corner of Tract No. 12743, recorded in
Book 585, Pages 39 through 44 of Miscellaneous Maps in the Office of said
county recorder; thence along the Easterly line of said Tract No. 12743,
North 1°31'03" West 1099.63 feet to the Northeasterly corner of said
Tract No. 12743, said comer also being the beginning of a non-tangent
curve, concave Northeasterly having a radius of 795.00 feet, a radial
line to said point bears South 4°39'12" East; thence Northwesterly 484.67
feet along said curve and the Northerly line of said Tract No. 12743,
through a central angle of 34°55'49"; thence North 59°43'23" West 104.97
feet along said Northerly line to an angle point in said Northeasterly
line, said angle point being the beginning of a non-tangent curve,
concave Southeasterly having a radius of 1450.00 feet, a radial line to
said point bears North 59°31'24" West; thence Northeasterly 54.73 feet
along said Northeasterly line through a central angle of 2°09'15"; thence
along said Northeasterly line North 57°22'09" West 50.00 feet to the most
Northerly corner of said Tract No. 12743, said corner also the beginning of
a non-tangent curve, concave Southeasterly having a radius of 1500.00
feet, a radial line to said point bears North 57°22'09" West; thence
leaving said Northeasterly




2









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	 	 	 	line and following along the Easterly line of future Tract No. 13728, the
following courses:
	 
	 	 	 	Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South
42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan
Cajon de Santa Ana as shown on Record of Survey no. 88-1035, filed in Book
119, Pages 33 and 34 in the Office of the County Recorder; thence South
76°59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29,1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder, thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said deed;
thence South 88°31'06" West 961.07 feet along the Northerly line of the South
one-half of said Section 2 to the Point of Beginning.
	 
	 	 	 	     All oil, gas, and other hydrocarbon substances and minerals
 on, in, under
and that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 5/17/27 between Stearns
Ranchos
Company and Union Oil Company of California, recorded 5/25/27 in Book 47 at Page
363 Official Records; EXCEPTING THEREFROM that portion described as follows:
	 
	 	 	 	That portion of the Northerly one-half of Section 2, Township 3 South, Range
10 West, in the Rancho San Juan Cajon de Santa Ana, in the unincorporated
territory of the County of Orange, State of California, as shown on the Map
recorded in Book 51, Page 7 of Miscellaneous Maps in the Office of the County
Recorded, described as follows:
	 
	 	 	 	Beginning at the Southeasterly corner of Tract No. 12743, recorded in Book 585,
Pages 39 through 44 of the Miscellaneous Maps in the Office of said county
recorder; thence along the Easterly line of said Tract No. 12743, North
1°31'03" West 1099.63 feet to the Northeasterly corner of said Tract No.
12743, said corner also being the beginning of a non-tangent curve, concave
Northeasterly having a radius of 795.00 feet, a radial line to said point
bears South 4°39'12" East; thence Northwesterly 484.67 feet along said curve
and the Northerly line of said Tract No. 12743, through a central angle of
34°55'49"; thence North 59°43'23" West 104.97 feet along said Northerly line
to an angle point in said Northeasterly line, said angle point being the
beginning of a non-tangent curve, concave Southeasterly having a radius of
1450.00 feet, a radial line to said point bears North 59°31'24" West; thence
Northeasterly 54.73 feet along said Northeasterly line through a central angle
of 2°09'15"; thence along said Northeasterly line North 57°22'09" West 50.00
feet to the most Northerly corner of said
Tract No. 12743, said corner also the beginning of a non-tangent curve,
concave Southeasterly having a radius of 1500.00 feet, a radial line to said
point bears North 57°22'09" West; thence leaving said Northeasterly




3









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	 	 	 	line and following along the Easterly line of future Tract No. 13728, the
following courses:
	 
	 	 	 	Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and
North 13°00'22" East 215.00 feet to the Northerly line of said Rancho San
Juan Cajon de Santa Ana as shown on Record of Survey No. 88-1035, filed in
Book 119, Pages 33 and 34 in the Office of the County Recorder; thence South
76°59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29, 1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder, thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said
deed; thence South 88°31'06" West 961.07 feet along the Northerly line of the
South one-half of said Section 2 to the Point of Beginning.
	 
	 	 	 	EXCEPTING THEREFROM that portion of the above described property which was
conveyed to Brea Walden L.L.C. by Grant Deed dated October 3, 2001 and
recorded on October 9, 2001 as Instrument No. 20010710856 in the Official
Records of Orange County, California, described as follows:
	 
	 	 	 	Parcel 2 as shown, on Exhibit “B” of Lot Line Adjustment LL-2000-054 recorded
on August 13, 2001, as Instrument No. 20010557229 in the Official Records of
Orange County, California.
	 
	 	 	 	Also EXCEPTING THEREFROM the land described as follows:
	 
	 	 	 	Being a portion of the Southwest one-quarter of fractional Section 8,
Township 3 South, Range 9 West, lying West of the Easterly boundary of the
Rancho San Juan Cajon de Santa Ana, in the County of Orange, State of
California as shown on map recorded in Book 51, Page 7 of the Miscellaneous
Maps in the Office of the County Recorder of said County and also show on
record of Survey 81-1149 filed in Book 103, Page 19 of Record of Survey in
the said Office of the County Recorder being more particularly described as
follows:
	 
	 	 	 	Beginning at the Southwest corner of said Record of Survey 81-1149, thence
North 0°11'29" East along the Westerly line of said Record of Survey a
distance of 776.93 feet to the Northwest corner of said Record of Survey;
thence South 89°45'41" East along the Northerly line and its Easterly
prolongation of said Record of Survey a distance of 2406.20 feet of the
Easterly boundary line of said Rancho San Juan Cajon de Santa Ana; thence
South 03°24'35" East along said Easterly boundary a distance of 772.60 feet to
a point on the Easterly prolongation of the Southerly line of said Record of
Survey; thence North 89°53'56" West along said Southerly
line and its prolongation of distance of 2454.72 feet to the point of
beginning.




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	Property Name:

	 	STEARNS MINERAL FEE
	Nuevo Property #:

	 	CA12593







All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California by:




	 	1)	 	Deed dated 12/4/1896, from Stearns Ranchos Company, as Grantor, to
Union Oil Company
of California, as Grantee, recorded 1/13/1897 as Document No. 839 in Book 30
at Page 11
of Deeds.
	 
	 	2)	 	Grant Deed dated 8/31/1899, between Stearns Ranchos Company, as Grantor,
and Union
Oil Company of California, as Grantee, recorded 9/21/1899 in Book 44 at Page
250 of
Deeds, more particularly described as follows:






	 	 	 	Those portions of Sections 1 and 12, Township 3 South, Range 10 West and
Sections 5, 6,7 and 8 Township 3 South, Range 9 West, in the Rancho San
Juan Cajon de Santa Ana, as shown on a map recorded in Book 51, Page 7
of Miscellaneous Maps, Records of Orange County, California, described
as follows:
	 
	 	 	 	Beginning at a white post 4 inches square in mound with pits at the
Northeast corner of ‘the Rancho San Juan de Santa Ana being also the
Southeast corner of the Rancho Rincon De la Brea; thence along the
patent boundary of said Rancho Rincon de La Brea; thence along the
patent boundary of said Rancho Rincon de La Brea, North 84° West 107.51
chains to a sand stone marked R.B. in mound with pits; thence along said
patent boundary North 57°42' West 43.67 chains to a white post 4 inches
square in mound of stone marked S.J.C.S.A. at intersection of the patent
lines of said Rancho San Juan Cajon de Santa Ana and Rincon De La Brea;
thence along the patent line of said Rancho San Juan Cajon de Santa Ana,
North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound
with pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked
20.60 in mound with pits, thence North 89° East 20.00 chains to a 4" x
4" post in mound with pits; thence South 1°45" West 20.00 chains to a 2"
x 4" post marked 20.60 mounds with pits; thence North 88°39' East 55.48
chains to a 2" × 4" post marked 20 in mound with pits; thence South
0°30' East 20.00 chains to a 2" × 4" post in mound with pits; thence
North 89°45" East 134.63 chains to a 2" × 4" post marked 40.10 in mound
with pits upon the Eastern Boundary of said Rancho San Juan Cajon de
Santa Ana; thence along same North 4° West 47.51 chains to the place of
beginning.
	 
	 	 	 	Excepting the Westerly 200 acres of the above described tract.
	 
	 	 	 	Also excepting any portion of the above described property which lies
north
of the agreed boundary line and bounded Westerly by line running North
28°30' East from the Western terminus of said line as established by
agreement between the Union Oil Company of




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	 	 	 	California and the Graham-Loftus Oil Company, recorded June 10, 1905 in Book
120, Page 223 of Deeds, records of said Orange County.
	 
	 	 	 	Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
Count Recorder.
	 
	 	 	 	Also excepting therefrom the land conveyed to Brea Chemicals, Inc., by Deed
recorded June 10,1957 in Book 3936, page 314 of said Official Records,
described as follows:
	 
	 	 	 	Beginning at a point in the Southerly line of the land described in Deed from
the Stearns Ranchos Company, a Corporation, to Union Oil Company of
California, a Corporation, dated August 31,1899, recorded September 2,1899 in
Book 44, Page 250 of said Deeds, distant South 89°10'50" West along said line
3131.98 feet from the Southeast corner of said land, said point of beginning
being monumented by Union Oil Company Monument 11B; thence North
9°48'11 West
529.60 feet to a 2" × 2" stake and the true point of beginning for this
description; thence North 85°48'16" West, 380.00 feet to a 2" × 2" stake;
thence North 4°11'44" East 1750.00 feet to a 2" × 2" stake thence South
85°48'16" East 380.00 feet to a 2" × 2" stake; thence South 4°11'44" West
1750.00 feet to a 2" × 2" stake and the true point of beginning.
	 
	 	 	 	Also excepting therefrom those portions of Sections 1 and 12, Township 3
South, Range 10 West and Sections 5,6,7 and 8 Township 3 South, Range 9 West,
in the Rancho San Juan Cajon de Santa Ana, as shown on a map recorded in Book
51, Page 7 of Miscellaneous Maps, Records of Orange County, California,
described as follows:
	 
	 	 	 	Beginning at a white post 4 inches square in mound with pits at the Northeast
corner of the Rancho San Juan de Santa Ana being also the Southeast corner of
the Rancho Rincon De la Brea; thence along the patent boundary of said Rancho
Rincon de La Brea; thence along the patent boundary of said Rancho Rincon de La
Brea, North 84° West 107.51 chains to a sand stone marked R.B. in mound with
pits; thence along said patent boundary North 57°42' West 43.67 chains to a
white post 4 inches square in mound of stone marked S.J.C.S.A. at intersection
of the patent lines of said Rancho San Juan Cajon de Santa Ana and Rincon De La
Brea; thence along the patent line of said Rancho San Juan Cajon de Santa Ana,
North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60 in
mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post in mound
with pits; thence South 1°45" West 20.00 chains to a 2" × 4" post marked 20.60
mounds with pits; thence North 88°39' East 55.48 chains to a 2" × 4" post
marked 20 in mound with pits; thence South 0°30' East 20.00 chains to a 2" × 4"
post in mound with pits; thence North 89°45" East 134.63 chains to a 2" × 4"
post marked 40.10 in mound with pits
upon the Eastern Boundary of said Rancho San Juan Cajon de Santa Ana; thence
along same North 4° West 47.51 chains to the place of beginning.




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	 	 	 	Excepting the Westerly 200 acres of the above described
tract.
	 
	 	 	 	Also excepting any portion of the above described property which lies north
of the agreed boundary line and bounded Westerly by line running North 28°30'
East from the Western terminus of said line as established by agreement
between the Union Oil Company of California and the Graham-Loftus Oil
Company, recorded June 10, 1905 in Book 120, Page 223 of Deeds, records of
said Orange County.
	 
	 	 	 	Also excepting from said tract of land the land conveyed to the Metropolitan
Water District of Southern California by Deed Recorded June 28,1940 in Book
1051, Page 301 of Official Records of said Orange County, described as
follows:
	 
	 	 	 	Beginning at a point on the Westerly boundary of said lands owned by Union Oil
Company of California, which Westerly boundary is also the Easterly boundary
of that certain 200-acre tract conveyed by said Union Oil Company of
California to George Chaffey by Deed dated April 25, 1899, recorded June 20,
1899 in Book 44, Page 79 of said deeds, which point of beginning is the point
of intersection of the aforesaid Westerly boundary with the Easterly
Prolongation of the center line of Central Avenue as the same existed on May
23, 1940 between Berry Street and Brea Canyon Road; thence Northeasterly along
a line forming an angle of 73°32'24" with the Easterly prolongation of the
center line of said Central Avenue at said point of intersection (assumed and
taken to bear North 15°11'16" East), a distance of 839.60 feet to the true
point of beginning; thence North 0°10'11" East a distance of 1250 feet; thence
South 89°49'49"t East a distance of 500 feet; thence South 65°23'11" East a
distance of 604.15 feet; thence South 0°10'11" West a distance of 1000 feet;
thence North 89°49'49" West a distance of 1050 feet to the true point of
beginning.
	 
	 	 	 	Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book 8173,
Page 641 of said Official Records.
	 
	 	 	 	Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book
8173, Page 647 of said Official Records.
	 
	 	 	 	Also excepting therefrom the land described in deed to the Brea-Olinda
Unified School District of Orange County, California, recorded September 11,
1968, page 437 of said Official Records.
	 
	 	 	 	Also excepting therefrom that portion described in Parcel 1 of deed to the
City of Brea recorded January 16, 1969 in Book 8846, Page 971 of said
Official Records.
	 
	 	 	 	Also excepting therefrom that portion described in Parcels A6471-4, A6471-5,
A6471-6 and A6471-7 of that certain final order of condemnation, Superior
Court Case No. 156220, a certified copy of which
was recorded September 29, 1970 in Book 9417, Page 364 of said Official
Records.




7









Table of Contents






	 	 	 	Also excepting therefrom Parcels 1 and 2 of Parcel Map No. 86-243, as
shown on a map filed in Book 214, Pages 28 to 31 inclusive, of Parcel
Maps, in the Office of the County Recorder of Orange County, California,
together with the West Half of associated road, 80.00 feet wide, as shown
on said Parcel Map, adjoining said Parcels 1 and 2 on the East, and being
bounded Northeasterly by the Northeasterly line of said Parcel Map and
being bounded Southerly by the centerline of Lambert Road, as shown on
said Parcel Map.
	 
	 	 	 	Also excepting therefrom that portion, if any, included within Parcel 1
of Parcel Map No. 83-1179, as shown on a map filed in Book 218, Page 1 to
4 inclusive, of Parcel Maps, in the Office of the County Recorder of
Orange County, California.
	 
	 	 	 	Also excepting therefrom that portion included within Tract No. 12562, as
shown on a map recorded in Book 579, Pages 4 to 9 inclusive, of said
Miscellaneous Maps.
	 
	 	 	 	Also excepting therefrom that portion included with Tract No. 12563, as
shown on a map recorded in Book 579, Pages 10 to 15 inclusive, of said
Miscellaneous Maps.
	 
	 	 	 	Also excepting therefrom the land described in the Deed to the City of
Brea recorded March 29,1996 as Instrument No. 19960153320 of the Official
Records in the Office of said County Recorder.





               Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13,2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
County Recorder.



8









Table of Contents








ATTACHMENT NO. 5

TO

MINERAL GRANT DEED




RIGHTS-OF-WAY




Executable Grant Deed




 









Table of Contents








ATTACHMENT 5




List of Rights of Way and Contracts




Attachment 5





 









Table of Contents





Rights of Way and Contracts




Easements, Licenses, Rights-of-Way, etc.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	51956.28

	 	Agreement
	 	 	 	7/13/53 42131/15 OR
	 	Louise A. Weisel,
et al.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51956.28A

	 	Amendment
	 	 	 	7/11/79 79-759179
DOC
	 	Mary Weisel Newton,
et al.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51956.51

	 	ROW
	 	 	 	5/18/64 M1523/9
Torrens
	 	J. B. Hickey, et al.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52024.224

	 	License
	 	 	 	 	8/11/69	 	 	Southern California

Edison	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	502

	 	ROW
	 	2/22/08
	 	 	39795	 	 	Industrial Oil CO
	 	 	5	 	 	 	601	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52538

	 	License
	 	11/9/23
	 	11/10/27 UNREC
	 	Associated Oil
	 	 	21	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	ROW
	 	4/8/63
	 	 	4/19/63 6515/482	 	 	Pacific Lighting
Gas Supply Co.	 	 	7	 	 	 	N/A 	(31.7)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	ROW
	 	2/13/65
	 	 	2/23/65 7422/249	 	 	Pacific Lighting

Gas Supply Co.
	 	 	8	 	 	 	317	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5254

	 	ROW
	 	 	 	5/17/2001 58/365
Deeds
	 	Brea Canon Oil CO.
	 	 	22	 	 	 	602	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5254A

	 	ROW
	 	 	 	4/28/1930 382/44 OR
	 	Brea Canon Oil CO.
	 	 	23	 	 	 	602	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52589

	 	ROW
	 	 	 	11/10/1927 104/65 OR
	 	Gaston A Bastanchury
	 	 	30	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52854

	 	ROW
	 	 	 	7/12/1928 172/314 OR
	 	Crown of the Valley
Oil Company
	 	 	34	 	 	 	609	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52885

	 	Consent
	 	4/7/25
	 	 	4/7/25	 	 	Shell Oil CO.
	 	 	35	 	 	 	610	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52885.1

	 	License
	 	7/10/51
	 	7/11/55 UNREC
	 	Shell Oil CO.
	 	 	36	 	 	 	610	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52956

	 	ROW
	 	 	 	2/13/1929 243/294 OR
	 	Crown of the Valley
Oil Company
	 	 	40	 	 	 	611	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52956.1

	 	ROW
	 	 	 	4/13/1988 3030/34 OR
	 	Crown of the Valley
Oil Company
	 	 	41	 	 	 	611	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52956.2

	 	Consent
	 	7/10/51
	 	 	7/10/51	 	 	Shell Oil CO
	 	 	42	 	 	 	611	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52980

	 	License
	 	4/7/25
	 	4/8/1929 UNREC
	 	WB Scott Investment

Company
	 	 	43	 	 	 	612	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52980.1

	 	ROW
	 	 	 	4/28/1955 3047/183
OR
	 	W B Scott

Investment Company
	 	 	44	 	 	 	612	 





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	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	52980.2

	 	Consent
	 	7/10/51
	 	7/11/1955 UNREC
	 	Shell Oil CO.
	 	 	45	 	 	 	612	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53486

	 	ROW
	 	 	 	3/16/32 547/78 OR
	 	Bernard Arroues,

Et ux
	 	 	46	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5363

	 	ROW
	 	 	 	1/7/1900 49/49 Deeds
	 	Steams Ranchs Co
	 	 	47	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53641.101

	 	Permit
	 	10/18/61
	 	 	22572	 	 	Pacific Telephone &

Telegraph Company
	 	 	48	 	 	 	613	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53641.113

	 	Permit
	 	3/8/72
	 	 	26366	 	 	Pacific Telephone &

Telegraph Company
	 	 	50	 	 	 	613	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755

	 	Easement
	 	 	 	9/27/43 1215/34 OR
	 	Anaheim Union Water

Company
	 	 	52	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.2

	 	Mod.
	 	 	 	6/7/49 1855/8 OR
	 	Anaheim Union Water

Company
	 	 	53	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.3

	 	Mod.
	 	 	 	9/23/66 8057/221 OR
	 	Anaheim Union Water

Company
	 	 	54	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.4

	 	Easement
	 	 	 	1/7/71 9512/924 OR
	 	State of California
	 	 	55	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.5

	 	Easement
	 	 	 	11/18/71 9892/217 OR
	 	State of California
	 	 	56	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.6

	 	QC
	 	 	 	5/22/72 10136/654 OR
	 	UNOCAL
	 	 	57	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.7

	 	ROW
	 	 	 	9/26/72 10343/735 OR
	 	Anaheim Union Water

Company
	 	 	58	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.8

	 	Assignment
	 	 	 	11/29/72 10465/69 OR
	 	Continental Mobile
Housing, Inc.
	 	 	59	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.9

	 	QC
	 	 	 	11/1/73 10974/92 OR
	 	UNOCAL
	 	 	60	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54088.31

	 	License
	 	12/1/62
	 	 	22981	 	 	Shell Oil CO.
	 	 	62	 	 	 	615	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54186.3 

	 	Replacement

ROW
	 	 	 	9/25/72 10431/871 OR
	 	Meredith Co. Et al
	 	 	63	 	 	 	 	 
	54261.7

	 	ROW
	 	 	 	11/12/70 9458/915 OR
	 	Galy Construction

Corp
	 	 	64	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54287

	 	Deed
	 	 	 	8/16/43 1200/396 OR
	 	Everett M Reese,

ET UX
	 	 	66	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54326.2

	 	ROW
	 	 	 	7/24/47 1533/390 OR
	 	Hubert C. Ferry
	 	 	67	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54327.46

	 	License
	 	 	 	 	12/15/76	 	 	General Telephone
Co.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54339

	 	ROW
	 	 	 	3/2/43 1183/525 OR
	 	Tide Water

Associated Oil

Company
	 	 	69	 	 	 	 	 






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	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	54342

	 	AGRMT
	 	2/17/39
	 	2718/43 UNREC
	 	General Petroleum
	 	 	70	 	 	 	617	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54344

	 	Easement
	 	4/1/39
	 	 	14336	 	 	USA, Department

of WAR
	 	 	71	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54345

	 	ROW
	 	 	 	3/1/43 1148/489 OR
	 	Anaheim Union Water

Company
	 	 	72	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54368

	 	ROW
	 	 	 	8/11/44 1266/313 OR
	 	H M Bergen, ET AL
	 	 	73	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54480

	 	Deed
	 	 	 	1/5/46 283/496 OR
	 	Everett M Reese,

ET UX
	 	 	74	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54499

	 	ROW
	 	 	 	4/17/46 1424/3 OR
	 	Brea Homes Inc.
	 	 	75	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54507

	 	ROW
	 	 	 	1/23/11 195/212
Deeds
	 	Pacific Electric

Land C
	 	 	76	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54605

	 	License
	 	8/20/43
	 	 	15938	 	 	Shell Oil
	 	 	77	 	 	 	618	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779

	 	ROW
	 	 	 	12/15/49 1945/23 OR
	 	M J Jackson
	 	 	78	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779.1

	 	ROW
	 	 	 	4/2/47 1517/196 OR
	 	Brea Homes Inc.
	 	 	79	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779.2

	 	ROW
	 	 	 	1/4/60 5044/483 OR
	 	M K Rivtcel
	 	 	80	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779.3

	 	ROW
	 	 	 	4/2/47 1517/196 OR
	 	Brea Homes Inc.
	 	 	81	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54855

	 	ROW
	 	7/23/46
	 	 	17006	 	 	Stern Realty Company
	 	 	82	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54855.4

	 	License
	 	9/21/61
	 	 	22545	 	 	Stern Realty Company
	 	 	83	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55088

	 	ROW
	 	 	 	8/13/52 2369/185 OR
	 	City of Brea
	 	 	84	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55156

	 	ROW
	 	 	 	7/3/53 42131/30 OR
	 	W. R. Rowland Land
Co.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55251

	 	ROW
	 	 	 	1/28/54 2659/60 OR
	 	Continental

Mausoleum Company
	 	 	85	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	553.3

	 	ROW
	 	 	 	2/26/49 Unrecorded
	 	Tide Water
Associated Oil Co.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55468

	 	ROW
	 	 	 	2/1/1955 3261/312 OR
	 	City of Fullerton
	 	 	87	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56267

	 	License
	 	3/29/53
	 	3-30-57 UNREC
	 	Tide Water

Associated Oil

Company
	 	 	89	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56365

	 	ROW
	 	6/21/55
	 	 	20261	 	 	Roseglen
Construction Inc.
	 	 	90	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56627

	 	License
	 	7/5/71
	 	 	22467	 	 	Humble Oil &

Refining
	 	 	93	 	 	 	620	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56671

	 	Sales & Assign.
	 	 	 	4/19/63 6515/482 OR
	 	Pacific Lighting
Gas Supply Co.
	 	 	94	 	 	 	621	 







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	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	56672

	 	ROW
	 	 	 	3/24/37 872/421 OR
	 	Brea Canon Oil
	 	 	95	 	 	 	622	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56673

	 	ROW
	 	 	 	10/16/40 1048/369 OR
	 	Brea Canon Oil
	 	 	96	 	 	 	623	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56674

	 	ROW
	 	 	 	3/4/63 6451/794 OR
	 	Brea Canon Oil
	 	 	97	 	 	 	624	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56712

	 	Easement
	 	 	 	4/21/64 7012/89 OR
	 	State of
California, Dept.
of Parks and
Recreation	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56712.1

	 	Amendment
	 	 	 	6/25/64 7104/498 OR
	 	State of
California, Dept.
of Parks and
Recreation	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56726.9

	 	Amendment
of Lease
	 	 	 	 	5/1/95	 	 	City of Huntington
Beach	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56764

	 	License
	 	 	 	 	3/19/65	 	 	Southern California

Edison	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56806

	 	ROW
	 	 	 	5/26/65 7533/988 OR
	 	G. A. Ryness & V.K.
Smith Partners	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56807

	 	ROW
	 	 	 	3/23/65 7455/829 OR
	 	UNOCAL
	 	 	104	 	 	 	629	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56916.1

	 	Permit
	 	8/10/62
	 	8/11/66 UNREC
	 	Orange County Flood

Control District
	 	 	107	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57030

	 	ROW
	 	 	 	1/29/66 8532/241 OR
	 	Loma Vista Memorial

Park
	 	 	108	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57136

	 	ROW
	 	 	 	5/26/69 8968/184 OR
	 	Sterling Homes
	 	 	109	 	 	 	725	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57193

	 	ROW
	 	 	 	1/15/70 9194/391 OR
	 	Rancho Mesa

Fullerton
	 	 	110	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57241

	 	Easement
	 	 	 	9/30/70 451/102 OR
	 	State of California
	 	 	112	 	 	 	630	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57349.1

	 	ROW
	 	 	 	5/11/93 10692/660 OR
	 	Albertson’s Inc.
	 	 	113	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57353

	 	ROW
	 	 	 	7/27/72 10290/314 OR
	 	D V Home, ET AL
	 	 	115	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57354

	 	ROW
	 	 	 	7/20/72 10290/314 OR
	 	A A McLern, et ux
	 	 	116	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57438

	 	ROW
	 	 	 	6/20/74 11189/1214
OR
	 	David V. & Mary W.
Homme
	 	 	118	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57595

	 	ROW
	 	 	 	3/16/77 12106/802 OR
	 	Moreland Develop C
	 	 	123	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57595.1

	 	ROW
	 	 	 	6/8/77 12233/501 OR
	 	Moreland Develop C
	 	 	124	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57633.1

	 	ROW
	 	 	 	7/24/78 1269/1868 OR
	 	IPS, A General

Partnshp
	 	 	125	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57667

	 	ROW
	 	 	 	12/14/79 13437/789
OR
	 	Moreland Develop C
	 	 	126	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57696

	 	ROW
	 	 	 	10/2/75 11527/1604
OR
	 	Kaiser Aetna
	 	 	127	 	 	 	 	 





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	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	57848

	 	Grant of
Easement
	 	 	 	11/24/86 86/619178
OR
	 	Fairway Associates
	 	 	129	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57875

	 	AGRMT
	 	 	 	 	30888	 	 	William Lyon C
	 	 	131	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57876.1

	 	ROW
	 	 	 	4/23/90 90/211415
DOC
	 	R D Battaglia
	 	 	132	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57879 

	 	Encroach

License
	 	10/9/84
	 	10/10/88 UNREC
	 	City of Fullerton
	 	 	133	 	 	 	 	 
	57879.2 

	 	EXT. of
License
	 	6/10/89
	 	6/11/93 UNREC
	 	City of Fullerton
	 	 	134	 	 	 	 	 
	57981

	 	ROW
	 	 	 	11/2/89 80-59276 DOC
	 	Sanitation, Inc.
	 	 	136	 	 	 	500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58049

	 	ROW
	 	 	 	1/25/93 93-054367
DOC
	 	Sanitation, Inc
	 	 	137	 	 	 	500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61407.2

	 	Easement
	 	 	 	3/27/63 6483/844 OR
	 	UNOCAL
	 	 	138	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61407.3

	 	Easement
	 	 	 	3/11/64 6958/820 OR
	 	UNOCAL
	 	 	139	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62528

	 	 	 	 	 	6/23/54 2755/502 OR
	 	UNOCAL
	 	 	140	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62606

	 	 	 	 	 	4/30/58 4263/530 OR
	 	UNOCAL
	 	 	141	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63219

	 	Easement
	 	 	 	2/26/60 5119/488 OR
	 	UNOCAL
	 	 	142	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63283.2

	 	Easement
	 	 	 	10/10/62 6279/75 OR
	 	UNOCAL
	 	 	143	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63510.1

	 	Easement
	 	 	 	6/22/64 7098/211 OR
	 	UNOCAL
	 	 	144	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68244.1

	 	Easement
	 	 	 	5/4/61 5712/97 OR
	 	UNOCAL
	 	 	146	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68809

	 	Consent
	 	 	 	6/23/27 60/371 OR
	 	UNOCAL
	 	 	149	 	 	 	729	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68810

	 	Consent
	 	 	 	6/23/27 57/412 OR
	 	UNOCAL
	 	 	150	 	 	 	730	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68853

	 	ROW
	 	 	 	8/24/45 1331/351 OR
	 	UNOCAL
	 	 	151	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68853.1

	 	ROAD DEED
	 	 	 	1/25/44 1232/308 OR
	 	UNOCAL
	 	 	152	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68853.2

	 	ROAD DEED
	 	 	 	11/12/48 1728/222 OR
	 	UNOCAL
	 	 	153	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(B)

	 	Deed
	 	 	 	8/18/64 7182/490 OR
	 	UNOCAL
	 	 	154	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(C)

	 	Deed
	 	 	 	8/18/64 7182/484 OR
	 	UNOCAL
	 	 	155	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(E)

	 	Mod.
	 	 	 	10/19/64 7264/496 OR
	 	UNOCAL
	 	 	156	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(F)

	 	Mod.
	 	 	 	10/19/64 7264/500 OR
	 	UNOCAL
	 	 	157	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.35

	 	Deed
	 	 	 	5/21/58 4291/396 OR
	 	UNOCAL
	 	 	159	 	 	 	 	 





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	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	7070.44

	 	ROW
	 	 	 	1/17/64 6886/922 OR
	 	UNOCAL
	 	 	160	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.45

	 	ROW
	 	 	 	12/31/63 6866/922 OR
	 	UNOCAL
	 	 	161	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.55

	 	Deed
	 	 	 	4/23/73 10657/211 OR
	 	UNOCAL
	 	 	162	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.57

	 	Deed
	 	 	 	10/31/73 10989/880
OR
	 	UNOCAL
	 	 	163	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.63

	 	Grant
Deed
	 	 	 	4/1/75 11368/841 OR
	 	UNOCAL
	 	 	165	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.72

	 	Deed
	 	 	 	12/5/80 13861/1303
OR
	 	UNOCAL
	 	 	166	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7176.19

	 	Deed
	 	 	 	12728/73 11044/678
OR
	 	UNOCAL
	 	 	168	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7176.2

	 	Deed
	 	 	 	11/15/47 1599/131 OR
	 	UNOCAL
	 	 	169	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R1

	 	AGRMT
	 	8/28/51
	 	 	18868	 	 	Shell Oil to West
Coast Refining
	 	 	172	 	 	 	640	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R11

	 	ROW
	 	10/11/56
	 	 	20739	 	 	Chanslor- Western
to West Coast
Refining
	 	 	173	 	 	 	641	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R11

	 	ROW
	 	8/25/55
	 	 	20326	 	 	Shell Oil C to West
Coast Refining
	 	 	174	 	 	 	642	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R20

	 	License
	 	7/31/51
	 	 	18840	 	 	UNOCAL
	 	 	177	 	 	 	643	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R5

	 	License
	 	3/27/26
	 	 	9583	 	 	Pacific Electric

Railway
	 	 	185	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	ROW
	 	 	 	5-15-97
Document
No. 19970226200
	 	UNOCAL to NUEVO
	 	 	A	 	 	 	666	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	Deed
	 	8/9/98
	 	 	8-14-98 1998-
0533265	 	 	UNOCAL to NUEVO
	 	 	A	 	 	 	736	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105919

	 	Deed
	 	12/20/98
	 	2-11-99 Doc. No.
105919
	 	CALPAC REMEDIATION
CO & UNOCAL etal to
NUEVO
	 	 	A	 	 	 	737	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105919

	 	Deed
	 	12/20/98
	 	2-11-99 Doc. No.
105919
	 	CALPAC REMEDIATION
CO & UNOCAL etal to
NUEVO
	 	 	A	 	 	 	737	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19990774980

	 	Easement
& Agreement
	 	 	 	11/5/1999 Doc. No.
19990774980
	 	Unocal and Nuevo
	 	 	A	 	 	 	402	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20020255188

	 	Easement Agree.
	 	4/11/97
	 	3/27/2002 -Document
# 20020255188
	 	VD/FULLERTON

91/AFX & Nuevo
	 	 	A	 	 	 	403	 





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	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	20020255188

	 	Accommodation
Agrmt.
	 	11/19/96
	 	11/20/2000-UNRECORDE
D
	 	UNOCAL,

VD/FULLERTON

104/AF X & Nuevo
	 	 	A	 	 	 	403.01	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20020365857

	 	Pipe Line &
Powerline
Maintenance
Easement
Agrmt.
	 	4/11/97
	 	5/1/02 Doc. No.
20020365857
	 	City of Fullerton,
Brietburn,
VD/FULLERTON 91/AF
X & Nuevo
	 	 	A	 	 	 	403.1	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57995

	 	Amended

Easement
	 	7-20-1994
	 	Unrecorded
	 	Sec. of the Army to
NUEVO
	 	 	A	 	 	 	404	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	Easement
	 	1/15/51
	 	 	3/15/51 2158/495	 	 	UNOCAL	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	Pipeline PSA
	 	4/8/63
	 	 	4/19/63 6515/482	 	 	Pacific Lighting

Gas Supply Company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	ROW
	 	2/13/65
	 	 	2/23/65 7422/249	 	 	Pacific Lighting

Gas Supply Company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	Easement
	 	8/23/88
	 	 	5/9/89
 89-243784	 	 	UNOCAL	 	 	 	 	 	 	 	 







Franchises




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	Brea	 	Schedule	 	 
	 	 	Document	 	 	 	Recording	 	 	 	ROW	 	1.1 (c)	 	Green Map
	File Number
	 	Type
	 	Dated
	 	Information
	 	Grantor
	 	List No.
	 	Order #
	 	#’s

	922

	 	Franchise
	 	03/17/1993
	 	unrecorded
	 	Brea City Franchise
	 	 	4	 	 	 	 	 	600	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-O-119

	 	Franchise
	 	06/01/1999
	 	unrecorded
	 	Placentia City

Franchise
	 	 	4	 	 	A
	 	 	700	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	**57976

	 	Franchise
	 	06/18/1999
	 	unrecorded
	 	Orange County
	 	 	4	 	 	A
	 	 	900.1	 







**This Franchise is partially assigned insofar and only insofar as
it pertains to the “Richfield Gathering System.”



Contracts




     (1) The Crude Oil Purchase Agreement between Nuevo Energy Company
and Tosco
Corp., d/b/a Tosco Refining Co., dated January 1, 2000; INSOFAR AND
ONLY INSOFAR AS
IT APPLIES TO THE PROPERTY INTERESTS.



     (2) Electricity: The Automated Power Exchange Master Service and
Participation
Agreement dated June 15, 2000 by and between Automated Power
Exchange, Inc. and Nuevo
Energy Company;




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      (3) The Indenture, as amended, by and
between Union Oil Company of California
and Columbia Oil Producing Company dated February 26, 1901;



      (4) The Surplus Produced Water Agreement between Nuevo Energy Company and
Aera Energy LLC dated December 11, 2001;



      (5) The Water Line Agreement between Union Oil Company of California and
Thompson Drilling Company dated March 29, 1988, as amended;



      (6) The Royalty-Free Oil and Gas Lease between Union Oil Company of
California
(“Lessor) and Nuevo Energy Company (“Lessee”) dated effective October
1, 1995;



      (7) The Propane Sales: Contract dated March 1, 2002 by and between Nuevo
and EOTT Energy Operating Limited Partnership.



      (8) Pipeline
Easement Agreement dated September 13, 2002 by and between
Union
Oil of California and Nuevo Energy Company.



Gas Purchases. Gas Handling and Gas Sales Contracts




      Gas Purchase, Gas Handling and Gas Sales Contracts




      As of September 27, 2002, Nuevo is presently taking gas under the
following three contracts:




	 	(i)	 	Gas Handling and Disposal Agreement dated
effective August 1, 2000 by and between Aera Energy LLC and
Nuevo Energy Company.
	 
	 	(ii)	 	Gas Compression and Gathering Agreement dated
effective September 1, 2000 by and between Bridgemark
Corporation and Nuevo Energy Company.
	 
	 	(iii)	 	Gas Handling Agreement dated effective August
1, 1998 by and between Crimson Resource Management Corp. and
Torch Energy Marketing, Inc. (note the preferential right to
purchase gas at Section 6).






The following contracts appear to be active as of September 27, 2002.
However, Nuevo is not presently taking gas under these contracts.




	 	(iv)	 	Gas Purchase Agreement dated effective July 1,
1989 by and between Brea Canon Oil Company and Union Oil
Company of California (predecessor-in-interest to Nuevo Energy
Company), as amended October 10, 1994.
	 
	 	(v)	 	Gas Purchase Agreement dated May 17, 1966 by and
between T&T Oil Company and Union Oil Company of California
(predecessor-in-interest to Nuevo Energy Company), as amended
July 12, 1994.





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	 	(vi)	 	Gas Handling Agreement dated effective October
1, 1998 by and between Union Oil Company of California and
Torch Energy Marketing, Inc.
	 
	 	(vii)	 	Gas Handling Agreement dated effective February
1, 1994 by and between Saba Petroleum Inc. and Union Oil
Company of California (predecessor-in-interest to Nuevo Energy
Company), as amended October 1, 1997.
	 
	 	(viii)	 	Gas Handling Agreement and Bill of Sale dated effective
December 29, 1992 by and between Plegel Oil Company and Union
Oil Company of California (predecessor-in-interest to Nuevo
Energy Company), as amended July 1, 1993.
	 
	 	(ix)	 	Gas Purchase Agreement dated effective August 1,
1998 by and between Texaco Producing Inc. and Union Oil of
California (predecessor-in-interest to Nuevo Energy Company),
as amended by letter dated July 8, 1993.
	 
	 	(x)	 	Gas Purchase Agreement dated effective August 1,
1989 by and between Santa Fe Energy Operating Partners, L.P.
and Union Oil Company of California (predecessor-in-interest
to Nuevo Energy Company), as amended April 20, 1994.





      The following contract provides for selling gas.




	 	(xi)	 	Gas Purchase Contract dated effective August 1,
1998 by and between Torch Energy Marketing, Inc. (“Seller”)
and Crimson Resource Management Corp. (“Buyer”).





Miscellaneous Service Contracts: (Immediately Follows)




Attachment 5

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Table of Contents






MISCELLANEOUS

SERVICE

CONTRACTS




	 	 	 	 	 	 	 	 	 	 	 
	VENDOR	 	ADDRESS	 	PHONE
#	 	ACCT. OR CUST. #	 	TYPE OF SERVICE
	Allied Commercial

Cleaning

	 	1775 E. Lincoln Ave., #104,
Anaheim, CA 92805
	 	714-284-1178
	 	 	 	 	 	Janitorial Service
	 
	 	 	 	 	 	 	 	 	 	 
	Brea Disposal

	 	1131 North Blue Gum St.,
Anaheim, CA 92815
	 	714-238-3300
	 	 	104828	 	 	Trash Service
	 
	 	 	 	 	 	 	 	 	 	 
	Yosemite Waters

	 	601 W. Valencia Dr., Fullerton,
CA 92832
	 	714-870-4022
	 	 	133008	 	 	Water & Cooler Service
	 
	 	 	 	 	 	 	 	 	 	 
	Ionics

	 	7777 Industry Ave., Pico Rivera,
CA 90660
	 	562-942-2200
	 	 	46516	 	 	R/O Water System Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Aramark

	 	P.O. Box 5206, Santa Ana, CA 92704
	 	714-545-4877
	 	 	2903002/2903000	 	 	Mat & Rag Service
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA
91185
	 	800-229-4449
	 	OA338
	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA 91185
	 	800-229-4449
	 	CF812
	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA
91185
	 	800-229-4449
	 	BV665
	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA 91185
	 	800-229-4449
	 	OA341
	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Scott Specialty Gases

	 	6141 Easton Rd., Plumsteadville,
PA 18949
	 	215-766-8861
	 	 	83276900	 	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Underground Service Alert

	 	P.O. Box 77070, Corona, CA 92877
	 	909-808-8100
	 	NUEVOBRE
	 	USA - Dig Alerts
	 
	 	 	 	 	 	 	 	 	 	 
	Portosan Company

	 	P.O. Box 6006, El Monte, CA 91734
	 	800-638-1233
	 	 	75261	 	 	Septic Rental & Disposal
	 
	 	 	 	 	 	 	 	 	 	 
	Kenneth R. Starr

	 	7701 11th St., Buena Park, Ca
	 	714-522-6550
	 	 	 	 	 	A/C & Refrigeration Maint.
	 
	 	 	 	 	 	 	 	 	 	 
	Schumann Communications

	 	731 South Highway 101 #1C, Solana
Beach, CA 92075
	 	858-794-0794
	 	 	E87129	 	 	Answering Service
	 
	 	 	 	 	 	 	 	 	 	 
	Critco Flow Measurement

	 	P.O. Box 1639, Houston, TX 77251
	 	713-463-7773
	 	 	 	 	 	Gas Chart Calculations
	 
	 	 	 	 	 	 	 	 	 	 
	Federl Express

	 	P.O. Box 1140, Dept. A, Memphis,
TN 38101
	 	800-622-1147
	 	 	2001-3867-8	 	 	Courier Service
	 
	 	 	 	 	 	 	 	 	 	 
	Ace Pump

	 	848-A W. Century, Santa Maria, CA
93455
	 	805-925-7570
	 	 	5500	 	 	Bailer Rental







Exhibit G

Page 10 of 13




 









Table of Contents








	 	 	 	 	 	 	 	 	 	 	 
	VENDOR	 	ADDRESS	 	PHONE
#	 	ACCT. OR CUST. #	 	TYPE OF SERVICE
	Coast To Coast

	 	8 Vanderbilt, Irvine, Ca 92619
	 	949-457-7300
	 	 	S/N	 	 	Fax & Copier Service
	

	 	 	 	 	 	 	96010212,96010215,	 	 	 Agreements
	

	 	 	 	 	 	EA621378
& JE643420
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Southwest Environments

	 	P. O. Box 1741, Costa Mesa, CA 92628
	 	949-642-2257
	 	NV&RB
	 	Gardening Service
	 
	 	 	 	 	 	 	 	 	 	 
	United Parcel

	 	P. O. Box 894820, Los Angeles, Ca
90189
	 	800-811-1648
	 	 	X97774	 	 	Courier Service
	 
	 	 	 	 	 	 	 	 	 	 
	Sims Welding Supply

	 	18903 South Main St., Gardena, CA
90248
	 	310-327-6650
	 	 	274153001	 	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Culligan Water

	 	502 S. Lyon St., Santa Ana, CA 92701
	 	800-756-6300
	 	 	893425	 	 	Soft Water Service
	 
	 	 	 	 	 	 	 	 	 	 
	Culligan Water

	 	502 S. Lyon St., Santa Ana, CA 92701
	 	800-756-6300
	 	 	893420	 	 	Soft Water Service
	 
	 	 	 	 	 	 	 	 	 	 
	Pitney Bowes Credit Co.

	 	P. O. Box 856460, Louisville, TX
40285
	 	800-572-2624
	 	 	1749598	 	 	Monthly Postage

Equipment Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Pitney Bowes Inc.

	 	P.O. Box 856390, Louisville, TX
40285
	 	800-331-7641
	 	 	1642-0723-86-4	 	 	Softguard Rate
Protection
 Plan
	 
	 	 	 	 	 	 	 	 	 	 
	Pitney Bowes Credit Co.

	 	P.O. Box 856390, Louisville, TX
40285
	 	800-331-7641
	 	 	1642-0723-86-4	 	 	Yearly Equip. &
Maint.
 Services
	 
	 	 	 	 	 	 	 	 	 	 
	UTILITIES
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pacific Bell

	 	Payment Center, Van Nuys, Ca 91388
	 	800-750-2355
	 	 	714-257-1600-291-S-

3182	 	 	Phone Service
	 
	 	 	 	 	 	 	 	 	 	 
	Pacific Bell

	 	Payment Center, Van Nuys, Ca 91388
	 	800-750-2355
	 	 	714-529-2118-411-S-

2182	 	 	Phone Service
	 
	 	 	 	 	 	 	 	 	 	 
	City of Brea

	 	1 Civic Center Circle, Brea, CA 92821
	 	714-990-7687
	 	 	22215551	 	 	Fresh Water
	 
	 	 	 	 	 	 	 	 	 	 
	Cable & Wireless

	 	46020 Manekin Plaza, Sterling, VA

20166
	 	800-486-8686
	 	ECA8001224
	 	Long Distance
	 
	 	 	 	 	 	 	 	 	 	 
	Express Tel

	 	P. 31475, Salt Lake City, UT 84131
	 	800-748-4020
	 	 	4-17123-8	 	 	Long Distance
	 
	 	 	 	 	 	 	 	 	 	 
	Southern California

Edison

	 	P. O. Box 600, Rosemead, Ca 91771
	 	800-990-7788
	 	 	2-05-020-3389	 	 	Electricity
	 
	 	 	 	 	 	 	 	 	 	 
	Southern California

Edison

	 	P. O. Box 600, Rosemead, Ca 91772
	 	800-990-7789
	 	 	2-20-253-3527	 	 	Electricity
	 
	 	 	 	 	 	 	 	 	 	 
	Southern California

Edison

	 	P. O. Box 600, Rosemead, Ca 91773
	 	800-990-7790
	 	 	3-020-0006-69	 	 	Electricity
	 
	 	 	 	 	 	 	 	 	 	 







Exhibit G

Page 11 of 13





 









Table of Contents








Permits and Plans for Brea Olinda Field:




	 	•	 	South Coast Air Quality Management District Facility Permit ID#109198






	 	 	 	Facility Description Covered in Permit






	 	 	Process 1	: Crude Oil/Gas/Water Separation 

Tonner Canyon Tank Farm

East Naranjal Tank Farm

Crude Oil/Gas/Water Separation

	 
	 	 	Process 2	: Natural Gas Processing – Stearns Gas Plant

Field Compression

Compression Unit

Process Unit

Process Heating System

Refrigeration Unit

Glycol Regeneration and Stabilization 

Odorant system – Sales Gas

Propane Extraction System

	 
	 	 	Process 3	: Internal Combustion Engines
	 
	 	 	Process 4	: Storage and Loading
	 
	 	 	Process 5	: Flare System
	 
	 	 	Process 6	: Vapor Recovery and Drain System
	 
	 	 	Process 7	: Fugitive Emission Sources
	 
	 	 	Process 8	: R219 Exempt Equipment Subject to a Source Specific Rule
	 
	 	 	Title V	 







	 	•	 	Industrial Wastewater Discharge Permit No. 2-1-181





	 	Permit good until December 31, 2002 at which time it needs to be
renewed.






	 	•	 	Spill Prevention Control and Countermeasure Plan
(SPCC) for Stearns Plant.
	 
	 	•	 	Spill Prevention Control and Countermeasure Plan (SPCC) for Brea Olinda Field.
	 
	 	•	 	Business Emergency Plan and Hazardous Materials Disclosure
– Brea Lease
	 
	 	•	 	Miscellaneous Pressure Vessels located in the Field and Plant Permits
	 
	 	•	 	Pending Permits for the H2S Scrubber and to move the East Naranjal Tank Farm.





Exhibit G

Page 12 of 13





 









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	 	•	 	Emergency Response Plans for the following systems:




	 	 	 	East Coyote Gas Gathering Pipeline

Richfield to East Coyote Gas Gathering Pipeline 

Sansinena Gas Gathering Pipeline




Exhibit G

Page 13 of 13





 









Table of Contents











ATTACHMENT NO. 6

TO

MINERAL GRANT DEED




THIRD PARTY EASEMENTS, CONTRACTS AND LICENSE AGREEMENTS




Executable Grant Deed









Table of Contents








ATTACHMENT 6




RELATED THIRD-PARTY EASEMENTS,

CONTRACTS AND LICENSE AGREEMENTS




(Oil Field Related Third
Party Easements and License – TPEL)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type
	 	Date
	 	Grantor
	 	Grantee
	 	Information

	Right-of-Way

	 	1/26/82
	 	Union Oil Company of
California
	 	Mobil Oil Corporation
	 	82-340271

Los Angeles
 County
	 
	 	 	 	 	 	 	 	 
	License

	 	8/21/67
	 	Union Oil Company of
California
	 	Shell Oil Company
	 	Unrecorded
	 
	 	 	 	 	 	 	 	 
	License PSA

	 	11/10/88
	 	Union Oil Company of
California
	 	Shell Western E&P Inc.
	 	Unrecorded
	 
	 	 	 	 	 	 	 	 
	Easement

	 	7/27/62
	 	Union Oil Company of
California
	 	Boy Scouts of America,
Los Angeles Area Council
	 	8/1/62
 6245/654
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/13/84
	 	Union Oil Company of
California
	 	City of Brea
	 	10/11/84
 84-421551
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/10/85
	 	Union Oil Company of
California
	 	City of Brea
	 	10/7/85
 85-382994
	 
	 	 	 	 	 	 	 	 
	Easement

	 	9/2/86
	 	Union Oil Company of
California
	 	Brea H.O.P.E. Inc.
	 	10/1/86
 86-459482
	 
	 	 	 	 	 	 	 	 
	Easement

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96
 Inst.

19960153323
	 
	 	 	 	 	 	 	 	 
	Easement

	 	3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96
 Inst.

19960153324
	 
	 	 	 	 	 	 	 	 
	Easement

	 	1/26/82
	 	Union Oil Company of
California
	 	Mobil Oil Corporation
	 	3/31/82
Inst.
82-340271

[Los Angeles County]
	 
	 	 	 	 	 	 	 	 
	Easement

	 	8/21/67
	 	Union Oil Company of
California
	 	Shell Oil Company
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Easement

	 	11/10/88
	 	Union Oil Company of
California
	 	Shell Western E&P Inc.
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Easement

	 	4/1/58
	 	Union Oil Company of
California
	 	The Metropolitan Water
District of Southern
California
	 	5/21/58
 4291/400
	 
	 	 	 	 	 	 	 	 
	Easement for Oil Wells

	 	10/16/58
	 	Collier Carbon and
Chemical Corporation
	 	Union Oil Company of
	 	11/3/58
 4470/10








1









Table of Contents



ATTACHMENT 6




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type	 	Date	 	Grantor	 	Grantee	 	Information
	
	 	
	 	
	 	
	 	

	 	 	 	 	 	 	California	 	 
	 	 	 	 	 	 	 	 	 
	Non-Exclusive
Easement and
Right-of-Way	 	
7/27/62
	 	Union Oil Company
of California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62
6245/654
	 	 	 	 	 	 	 	 	 
	Right-of-Way	 	
10/2/62
	 	Union Oil Company
of California
	 	Southern California

Edison Company
	 	1/18/63
6399/705
	 	 	 	 	 	 	 	 	 
	Grant of Easement	 	
9/18/78
	 	Union Oil Company
of California
	 	Southern California

Edison Company
	 	2/5/79
13024/1157
	 	 	 	 	 	 	 	 	 
	Grant of Easement	 	
5/17/88
	 	Union Oil Company
of California, dba
UNOCA1
	 	Southern California

Edison Company
	 	6/7/88
Inst.
88-268095
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/15/95
	 	Union Oil Company
of California, dba
UNOCA1
	 	UNOCAL California

Pipeline Company
	 	10/25/95
Inst.
19950473641
	 	 	 	 	 	 	 	 	 
	Grant of Easement	 	
12/11/95
	 	Union Oil Company
of California, dba
UNOCA1
	 	Southern California

Edison Company
	 	1/4/96
Inst.
19960004773
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153322
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96
Inst.
19960153323
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96
Inst.
19960153324
	 	 	 	 	 	 	 	 	 
	Easement	 	
5/7/96
	 	Nuevo Energy Company
	 	Union Oil Company
of California dba
UNOCA1
	 	5/26/96
Inst.
19960254739
	 	 	 	 	 	 	 	 	 
	Pipeline

Right-Of-Way	 	
5/12/02
	 	The Stems Ranchos

Company
	 	Pacific Coast Oil

Company
	 	6/25/02
Do not have
recording info.
	 	 	 	 	 	 	 	 	 
	License	 	
5/1/59
	 	Union Oil Company
of California
	 	Shell Oil Company
	 	Do not have
recording info.



Any other Third Party Easement or License disclosed in Preliminary Title Report #OR-2252674,dated
September 13, 2002, First American Title Company.


2






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ATTACHMENT 6


ADDITIONAL CONTRACTS AND GIFT DEED




	1.	 	Memorandum of Understanding between Nuevo, County of Orange and City
of Brea dated December 10,2002 regarding pre-annexation.
	 
	2.	 	Development Agreement dated December 19, 2002, between Nuevo and
County of Orange.
	 
	3.	 	Impact Mitigation Agreement between Brea Olinda Unified School
District and Nuevo dated as of October 28,2002.
	 
	4.	 	Gift Deed dated
January 30,2003 from Nuevo to the Brea-Olinda Unified School District Conveying 0.425 acres, recorded on February 25,
2003 as Instrument No. 2003000207265 in the official records of Orange
County.



3






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ATTACHMENT NO. 7

TO

MINERAL GRANT DEED



EXCLUDED ASSETS



 






Table of Contents





ATTACHMENT 7



List of Excluded Interests



          SPECIFICALLY EXCEPTED AND RESERVED from this Transaction are the following
described interests (hereinafter referred to as, the “Excluded
Interests”):



          (a) Any
of Seller’s economic analyses, pricing forecasts, legal opinions
or analyses, or
information considered by Seller as confidential or protected by
“Attorney-Client Privilege”;



          (b) All
rights and claims arising, occurring, or existing in favor of Seller
prior  to the
Effective Date including, but not limited to, any and all contract
rights, adjustments,
mispayments, erroneous payments, personal injury, property damage, royalty
or other rights and claims of any nature in favor of Seller relating to any time period prior to
the Effective Date;



          (c) All
corporate, financial, and tax records of Seller; however, Buyer shall
be entitled
to receive copies of any financial and tax records which directly relate
to the Property Interests, or which are necessary for Buyer’s ownership, administration, or
operation of the Property Interests;



          (d) All
rights, titles, claims and interests of Seller related to the
Property Interests
for all periods prior to the Effective Date, subject to
Section 3.2.4 in the Agreement and to
any other contrary provisions of the Agreement: (i) under any policy
or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or
condemnation proceeds or awards;



          (e) All
hydrocarbons produced from or attributable to the Property Interests with respect to
all periods prior to the Effective Date together with all proceeds
from or of such hydrocarbons;



          (f) Claims
of Seller for refund of or loss carry forwards with respect to (i) production,
windfall profit, severance, ad valorem or any other taxes attributable
to the Property Interests for any period prior to the Effective Date, and (ii) income or
franchise taxes attributable to the Property Interests for any period prior to the Effective Date;



          (g) All amounts due or payable to Seller as adjustments or refunds
under any contracts or agreements affecting the Property Interests for all periods prior
to the Effective Date;



          (h) All
amounts due or payable to Seller as adjustments to insurance premiums related
to the Property Interests for all periods prior to the Effective Date;



          (i) Subject to the terms of the Agreement, all monies,
proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits
made) attributable to the Property Interests prior to the Effective Date;



          (j) All of Seller’s patents, trade secrets, copyrights, names, marks and
logos;




1






Table of Contents





          (k) All
of Seller’s Emission Reduction Credits, as defined in the California
Health and Safety Code, except as to those credits that apply to the Property
Interests;



          (l) All of Seller’s right, title and interest in and to that Federal
Communications Commission
license having a Call Sign of KMG618, said license having an expiration date of
March 8, 2005.



          (m) Any portion of the Property Interests which Seller is prohibited or
restricted in whole or in part, by any statute, law, ordinance, rule,
regulation, order or notice of any Governmental Agency or by any contractual
arrangement or agreement, from transferring, selling or conveying; and



          (n) Any and all of Seller’s equipment presently being stored on the Land or
otherwise within the Brea Olinda field that relates to Seller’s offshore
operations.



          (o) All well samples and cores located in the building; within Parcel 3
described on Exhibit A-1 to the Agreement, and all those buildings located
within Parcel 3.



          (p) Real Estate and Surface Related Interests:



               1. The Commercial Lease and Agreement between Nuevo Energy Company, as
Lessor, and Brea Green Recycling, Inc., as Lessee, dated February 1, 1997.



               2. The Letter Agreement between Haynes Apiaries and Union Oil Company
of California dated December 29, 1992, as amended.



               3. The Easement Agreement for Storm Drain Improvement between Nuevo
Energy Company and Brea Olinda Venture L. L. C. dated November 3, 2000.



               4. Letter Agreements dated March 19, 2001 and October 1, 2002, by and
between Deborah Linn Associates and Nuevo.



               5. Contract dated February 8, 2001, by and between Culbertson, Adams &
Associates and Nuevo, as amended by letter dated July 16, 2002.



               6.
Proposal dated June 18, 2002, from Earth Consultants International to
Nuevo.



               7. Professional Service Agreement dated April 17, 2001, by and between
The Keith Companies, Inc. and Nuevo.



               8. Professional Services Agreement dated June 15, 1998, by and between
QST Environmental, Inc. and Nuevo, as amended February 27, 2002.



          (q) Additional Easements:



               1. Stearns Rancho Company to UNOCAL dated December 14, 1896, recorded
on July 10,1897 as Doc. # 30/11.





2






Table of Contents





               2.
Stearns Ranchos Company to Pacific Coast Oil Company dated May
12, 1902, recorded on June 25, 1902 as Doc. # 75/254.



               3. UNOCAL to Brea Chemical, Inc. dated June 7, 1957, recorded June 10,
1957 as Doc. # 3936/324.



               4.
Collier Carbon and Chemical Corp. to UNOCAL dated October 16, 1958,
recorded November 3, 1958 as Doc. # 4470/10.



               5.
UNOCAL to UNOCAL California Pipeline Co. dated September 25, 1995,
recorded December 19, 1995 as Doc. # 19950565134.



               6.
Nuevo to UNOCAL dated May 7, 1996, recorded May 21, 1996 as Doc. #
19960254739.



               7. Brea Canon Oil Company to General Petroleum Corporation dated May
1921.




3






Table of Contents





Property Address: SEE ADDENDUM BREA CA 92821



EXHIBIT E

Natural Hazard Zones



     Natural Hazard Zones For more information regarding a particular Airport or the
specified Public Record, please contact your local office of the U.S.
Department of Transportation, Federal Aviation Administration.



	 	 	 
	B-4.	 	
Megan’s Law (California Civil Code §2079.10a)





		The following notice is provided as an accommodation. California Civil Code
Section 2079.10a (commonly referred to as “Megan’s Law”) requires the following
notice be provided as part of the purchase agreement to a buyer or lessee of
residential property:








Notice: The California Department of Justice, sheriffs departments, police EXHIBIT G



PDR® INFORMATION PAGE

PDR is a registered trademark



THE COMPANY



PROPERTY DATA SERVICES, INC.

A Subsidiary of The First American Corporation

(the “Company”)

5601 E. La Palma Avenue, Anaheim, CA 92807



PROPERTY IDENTIFICATION & PDR DATE




		
	 	     PLEASE VERIFY THAT THE PROPERTY INFORMATION BELOW IS CORRECT.



Property Address: SEE ADDENDUM, BREA, CA 92821



Property Assessor’s Parcel Number: SEE ADDENDUM


PDR Date: Monday, July 29, 2002


ADDRESSEE



FIRST AMERICAN TITLE

ATTENTION: RON GOMEZ

2 FIRST AMERICAN WAY

SANTA ANA, CA 92707



Exhibit E

Page 1 of 25



 






Table of Contents





Property Address: SEE ADDENDUM BREA CA 92821



NOTICE



The Company is pleased to provide Recipient with this Property Disclosure
Report (“PDR”) for the Property identified above. Please note that this PDR is
a contract subject to the Terms, Conditions, and Limitations on Liability set
forth herein which should be reviewed carefully.


The information contained in this PDR is derived as of the PDR Date from
certain specified Public Records within the control of the governmental
entities described in Schedule A (“Natural Hazard Disclosure Summary”) and
Schedule B (“Summary of Additional Disclosures”). The information set forth in
Schedule A (a) relates to the natural hazard zones specified in California
Civil Code § 1103.2, and (b) is provided by the Company in accordance with the
requirements of Civil Code § 1103.4(c). The information set forth in Schedule B
is provided by the Company to facilitate compliance with those disclosures
specified in Schedule B. Please note that this PDR is NOT based upon a physical
inspection of the Property.


THE “NATURAL HAZARD DISCLOSURE STATEMENT” FORM REQUIRED BY CALIFORNIA CIVIL
CODE §1 103.2(a) (“THE LAW”) HAS BEEN COMPLETED AS OF THE PDR DATE IN
ACCORDANCE WITH THE TERMS OF THIS PDR AND IS PROVIDED WITH THIS PDR AS AN
ACCOMMODATION ONLY AND IS NOT PART OF THE PDR. PLEASE NOTE THAT THE LAW
REQUIRES THAT THE STATUTORY FORM BE COMPLETED, EXECUTED, AND DELIVERED BY THE
SELLER AND RESPECTIVE REAL ESTATE AGENTS TO THE BUYER. IN ADDITION TO THESE
STATUTORY NATURAL HAZARD DISCLOSURES, CERTAIN OTHER INFORMATION IS ALSO
PROVIDED IN THIS PDR FOR THE BENEFIT OF THE RECIPIENTS.



     If you have any questions or comments regarding this PDR,

please contact the Company’s Customer Service Department at (800) 200-2561.


     THIS PDR IS A CONTRACT. PLEASE READ IT CAREFULLY.

THIS PDR IS A REPORT PRODUCT AND IS NOT AN INSURANCE POLICY.

©2002 Property Data Services, Inc.



Exhibit E

Page 2 of 25



 






Table of Contents





Property Address: SEE ADDENDUM BREA CA 92821



Addendum to

PDR No. 02PDS1669 (Control/File No. 318379)

Property Identification - Assessor Parcel Numbers



     This Addendum pertains solely to PDR No. 02PDS 1669 (Control/File # 318379)
dated 29 July 2002 for disclosure information about twenty-three (23) parcels
located in County of Orange, State of California as provided to Property Data
Services, Inc. These parcels constitute the Property for the purpose of this
PDR. The accompanying PDR is hereby issued for disclosures pursuant to a
Transaction involving Property as provided by Customer as identified by the
following assessor parcel numbers:



	 	 	 	 	 
	304-171-02	 	
306-031-05
	 	319-142-08
	306-011-02	 	
306-031-06
	 	319-142-10
	306-012-22	 	
306-031-07
	 	320-281-02
	306-012-32	 	
306-031-08
	 	320-281-05
	306-012-33	 	
306-031-09
	 	320-281-09
	306-012-34	 	
306-031-11
	 	320-073-02
	306-031-02	 	
306-031-12
	 	320-073-06
	306-031-03	 	
306-031-17	 	 



     This PDR
applies only to the Property as identified by those parcel numbers
specified above and
to no others pursuant to the Transaction. Responses contained in this
PDR apply only to the
Property identified by those parcels described above and to no others
pursuant to the Transaction. This Addendum is attached hereto and
made a part of PDR No. 02PDS1669
(Control/File # 318379) as of this reference and is subject to the
Terms,
Conditions, and Limitations on Liability contained herein.


Exhibit E

Page 3 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



SCHEDULE A

NATURAL HAZARD DISCLOSURE SUMMARY



SPECIAL FLOOD HAZARD AREA



Is any portion of the Property located within a Special Flood Hazard Area
(“SFHA”) according to the Public Record specified below as of the PDR Date?


Yes
[   ] No [X ] Do not know /
information not available from local jurisdiction
[   ]


Public Record: Official Flood Insurance Rate Maps (“FIRM”) compiled and issued
by FEMA pursuant to 42 United States Code §4001, et seq.


Note: If the Property is subject to either a Letter of Map Amendment (“LOMA”)
or Letter of Map Revision (“LOMR”) issued by the Federal Emergency Management
Agency (“FEMA”), a copy of the LOMA or the LOMR must be attached to the Natural
Hazard Disclosure Statement (“NHDS”) or appropriate disclosure statement. The
Company is not always able to determine if the Property is subject to a LOMA or
a LOMR. Even if such information is available to the Company, the Company is
unable to attach a copy of the LOMA or LOMR to the NHDS. If Seller is aware
that the Property is subject to a LOMR or a LOMA, the Seller shall attach a
copy to the NHDS and notify the Company.


AREA OF POTENTIAL FLOODING



Is any portion of the Property located within an Area of Potential Flooding
according to the Public Record specified below as of the PDR Date?


Yes [X] No
[   ] Do not know / information not available from local
jurisdiction [   ]


Public Record: Official dam inundation maps issued by the California Office of
Emergency Services (“OES”) pursuant to California Government Code §8589.5.


VERY HIGH FIRE HAZARD SEVERITY ZONE



Is any portion of the Property located within a Very High Fire Hazard Severity
Zone according to the Public Record specified below as of the PDR Date?


Yes
[   ] No [X]



Public Record: Official maps issued by the California Department of Forestry
and Fire Protection (“CDF”) pursuant to California Government Code §51178. NOTE
Publicly available data provided by local agencies responsible for fire
prevention and suppression in this county pursuant to Government Code §§51179
and 65302(g) may be used to supplement CDF data. For more information, please
contact the Company’s Customer Service Department.


Exhibit E

Page 4 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



WILDLAND - STATE RESPONSIBILITY AREA



Is any portion of the
Property located within a Wildland - State Responsibility
Area according to the Public Record specified below as of the PDR Date?


Yes [X] No [   ]



Public Record: Official maps issued by the California Department of Forestry
and Fire Protection (“CDF”) pursuant to California Public Resources Code §4125.


EARTHQUAKE FAULT ZONE



Is any portion of the Property located within an Earthquake Fault Zone
according to the Public Record specified below as of the PDR Date?


Yes [X] No [   ]


Public Record: Official earthquake fault zone or special study zone maps
approved by the State Geologist and issued by the California Department of
Conservation, California Geological Survey pursuant to California Public
Resources Code §2622.


SEISMIC HAZARD ZONE



Is any portion of the Property located within a Seismic Hazard Zone (Area of
Potential Liquefaction) according to the Public Record specified below as of
the PDR Date?


Yes [X] No
[   ] Maps not yet released by
state [   ]


Is any portion of the Property located within a Seismic Hazard Zone (Area of
Potential Landslide) according to the Public Record specified below as of the
PDR Date?


Yes [X] No
[   ] Maps not yet released by state
[   ]



Public Record: Official seismic hazard zone maps approved by the State
Geologist and issued by the California Department of Conservation, California
Geological Survey pursuant to California Public Resources Code §2696.


Exhibit E

Page 5 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



SCHEDULE B

SUMMARY OR ADDITIONAL DISCLOSURES



B-l.       Mello-Roos C.F.D. Act of 1982 & Improvement Bond Act of 1915
Assessments


Is the Property (1) located within one or more Mello-Roos Community Facilities
District(s) as defined in California Government Code §53311 et seq. according
to the Public Record specified below as of the PDR Date and/or (2) subject to
one or more fixed lien assessment(s) collected in installments to secure bonds
issued pursuant to the Improvement Bond Act of 1915 as set forth in California
Streets and Highways Code §8500 et seq. according to the Public Record
specified below as of the PDR Date?


[   ]
YES, the Property IS subject to one or more of the specified special
assessments.


[X] NO, the Property IS NOT subject to the specified special
assessments.


Public Record: Latest equalized assessment roll for real property taxes for the
Property (“Assessment Roll”).


IMPORTANT NOTE ON CURRENT AND FUTURE ASSESSMENTS



     The following information is provided to facilitate a good faith effort to
obtain information for the required disclosures. Company has made a good faith
effort to obtain information from available Public Records; however, some local
agencies have not made such Public Records available to Company. Company
recommends that each party review the statutory guidelines and Public Records
and obtain advice from an attorney if concerned about meeting the statutory
requirements.     


     The information above is derived from the Assessment Roll as of the PDR Date.
Such information will NOT appear on the Assessment Roll if a district or
assessment (a) is in the process of being formed as of the PDR Date, (b) has
been stripped from the Assessment Roll as of the PDR Date due to delinquency,
or (c) has been stripped from or zeroed out from the Assessment Roll as of the
PDR Date as a result of judicial foreclosure 1, or an exemption granted to the
current property owner. For more information, please review a current
preliminary title report or title commitment for the Property for possible
additional assessment information that has been recorded in the official
records of the county where the Property is located. Buyer should ask the
Seller if he/she has received any notices of intent or has any information
regarding the formation of assessment districts or other assessments which may
affect the property.







1 As used herein, the term “foreclosure” refers to foreclosure due to
delinquent assessment liens or delinquent ad valorem property taxes.


Exhibit E

Page 6 of 25



 






Table of Contents



Property Address: SEE ADDENDUM BREA CA 92821


STATUTORY DISCLOSURE OBLIGATIONS



     California Civil Code §I 102.6(b) requires that a seller make a good
faith effort to obtain a disclosure notice (“Notice of Special Tax”)
concerning any special tax from the applicable local agency and to deliver
such Notice to the buyer. To promote compliance, California Government Code
§53340.2 and §53754 set forth a statutory form for this Notice and provide
that the legislative body levying the special tax shall designate an office,
department, or bureau of the local agency which shall set procedures to
promptly respond to inquiries regarding current and future estimated tax
liability. This Notice shall be furnished to an individual or an owner of
property subject to a special tax levied by the local agency within five (5)
working days of receiving a request for such Notice. The local agency may
charge a reasonable fee for this service not to exceed ten dollars ($10.00).
After a seller receives said Notice from the agency, said Notice must be
provided to the buyer. THE COMPANY DOES NOT OBTAIN SUCH NOTICE AS A PART OF
THIS PDR.


     MELLO-ROOS C.F.D. ACT OF 1982 & THE IMPROVEMENT BOND ACT OF 1915


     California Civil Code § 1102.6(b) requires a Seller of real property to
make a good faith effort to obtain and to deliver to the Buyer a “Notice of
Special Tax” from each local agency which levies a special tax pursuant to:


     The Mello-Roos Community Facilities Act of 1982 authorizes the
establishment of Mello-Roos Community Facilities District(s) (“CFD”), a
special taxing authority allowing certain local governmental entities to
finance certain designated public services and capital facilities including,
but not limited to, police and fire protection services, ambulance and
paramedic services, elementary and secondary schools, libraries, cultural
facilities, and museums. This special tax is a lien on the property. For more
details, please consult California Government Code §53311 et seq.


     The Improvement Bond Act of 1915 authorizes the legislative body of any
city to issue special bonds to pay the cost of any work or improvement in any
of the streets, avenues, lanes, alleys, courts, places, or public ways of the
city, or in, over, or through any property or rights-of-way owned by the city
authorized by the Improvement Act of 1911 (Division 7 (commencing with
§5000)), or by the Municipal Improvement Act of 1913 (Division 12 (commencing
with §10000)), or to pay the cost of any other work or improvement charged and
assessed upon real property pursuant to any other law. For more details,
please consult Caifonia Streets and Highways Code §8500 et seq.


B-2.         Former Ordnance Locations (California Civil Code §1102.15)


As of the PDR Date, are there any Former Ordnance Locations within one (1) mile
Radius of the Property according to the Public Record specified below?



	 	 	 
	[X]	 	
NO, the Property IS NOT located within a one (1) mile Radius of a
Former Ordnance Location according to the Public Record.
	 	 	 
	[   ]	 	
YES, the Property IS located within a one (1) mile Radius of
Former Ordnance Location according to the Public Record as follows:



Exhibit E

Page 7 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



Public Record: “DERP-FUDS Projects in California” Reports, Project
Information Retrieval System, United States Army Corps of Engineers
(“USACE”)
(http://pirs.mvr.usace.armv.mil/) supplemented by “OE Project Fact Sheets -
California,” USACE Engineering and Support Center, Huntsville, AL
(www.hnd.usace.army.mil/oew/factsbts/states/cafact)


SCHEDULE B-2 DEFINITIONS AND REPORTING STANDARDS




		
	 	     This Schedule uses the following definitions in addition to those
specified in Section 1 of the “Terms, Conditions and Limitations on
Liability”:




	 	 	 
	TERM	 	DEFINITION
	
	 	

	Boundary -Approximate	 	
The boundary of the specified Former
Ordnance Location is an
approximation only. Location map(s)
and legal description(s) in the
Public Record is not of adequate
scale or clarity to define a
distinct geographic boundary.
	 	 	 
	Boundary -Defined	 	
The boundary of the specified Former
Ordnance Location set forth in the
location map(s) or legal
description(s) in the Public Record
is of adequate scale or clarity to
define a distinct geographic
boundary.
	 	 	 
	Former Ordnance Locations	 	
Former state or federal ordnance
locations which have been identified
by an agency or instrumentality of
the federal or state government as
an area once used for military
training purposes which may contain
potentially explosive munitions.
	 	 	 
	Radius	 	
A distance of one (1) mile in any
direction using the Property as the
origin.
NOTE: The Property is mapped
as a geocoded point based on
information provided to the Company. Former
Ordnance Locations are mapped as
polygons as represented in size,
shape, and position in the Public
Record. The Boundary of a Former
Ordnance Locations is factored into
the calculation of the Radius;
however, the physical boundary of
the Property is not.



     This Schedule uses the following Reporting Standards in addition to those
specified in Section 6 of the “Terms, Conditions and Limitations on
Liability”;



	 	•	 	The following information is
NOT disclosed in this Schedule:




	o	 	Former Ordnance Locations listed in inventories of other states
or located in other states.
	 
	o	 	Properties currently operated or managed by the
Department of Defense (including Base Realignment and Closure projects, unless specifically identified
as eligible for investigation within the Public Record).




	 	•	 	If the Public Record has
identified potential or confirmed ordnance presence on any
portion of a Former Ordnance Location, the entire site is so designated for purpose of
disclosure in this Schedule.
	 
	 	•	 	Former Ordnance Locations consisting of multiple geographic locations are treated as a
single site in this Schedule.
	 
	 	•	 	Former Ordnance Locations only include locations which were previously utilized for
military training purposes; however, the Public Record includes sites used for other
purposes.
	 
	 	•	 	Privately operated sites such as gun ranges are not included in this Schedule.



Exhibit E

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STATUTORY DISCLOSURE OBLIGATIONS AND DATA SOURCE



     California Civil Code §1102.15 requires the seller of residential real
property who has actual knowledge of any Former Ordnance Locations within the
“neighborhood area” (which is defined as being within one (1) mile of the
residential real property) to give written notice of that knowledge to buyer
as soon as practicable before transfer of title.


     The Formerly Utilized Defense Sites program was established to
coordinate environmental cleanup of properties formerly controlled by the
Department of Defense. In 1985, USACE assumed program management
responsibilities. One of the goals of risk assessment is to detect the
potential or confirmed presence of unexploded ordnance. At least a portion of
project sites identified in the Public Record have been determined to have
potential and/or confirmed ordnance presence subject to this risk assessment.
Some of these project sites may be subject to further investigative and
clean-up action. For more information about a particular project, please
contact the Los Angeles or Sacramento office of the United States Army Corps
of Engineers.



	 	 	 
	B-3.	 	
Airport Locations (California Civil Code §1102.17)



As of the PDR Date, are there any Airports identified in the specified Public
Record located within a five (5) mile Radius of the Property?



	 	 	 
	[X]	 	
NO, an Airport IS NOT located within a five (5) mile Radius of the
Property.
	 	 	 
	[   ]	 	
YES, the following Airport(s) IS located within a five (5) mile Radius of
the Property:



Public Record: “Sectional Aeronautical Charts” published by the United States
Department of Transportation, Federal Aviation Administration, National
Aeronautical Charting Office.


SCHEDULE B-3 DEFINITIONS AND REPORTING STANDARDS



     This Schedule uses the following definitions in addition to those
specified in Section 1 of the “Perms, Conditions and Limitations on Liability”:



	 	 	 
	TERM	 	DEFINITION
	
	 	

	Airport	 	
Defined in the specified Public Record as (1) “Hard-surfaced
runways 1500 ft. to 8069 ft. in length”; (2) “Hard surfaced
runways greater than 8069 ft. in length or some multiple runways
less than 8069 ft. in length”; or (3) “Open dot within
hard-surfaced runway configuration indicates approximate VOR,
VOR-DME, or VORTAC location.” The location of an Airport is based
on a polygon, the position of which is based on the approximate
location of that Airport’s runway(s), not upon the physical
property boundary of that Airport.



Exhibit E

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	TERM	 	DEFINITION
	
	 	

	Radius	 	
A distance of five (5) miles in any direction using the Property as the
origin. NOTE: The Property is mapped as a geocoded point based on information
provided to the Company. Airports are mapped as polygons as represented in
size, shape, and position in the Public Record. The physical property
boundary of neither any Airport nor the Property is factored into the
calculation of the Radius.



     This Schedule uses the following Reporting Standards in addition to those
specified in Section 6 of the “Terms, Conditions and Limitations on
Liability”:



	 	•	 	The following information is
NOT disclosed in this Schedule: o
Airports located outside California.




	•	 	Airports defined in the Public Record as “Other than hard-surfaced
runways” (which may include dirt landing strips or roads).
	 
	•	 	Airports identified in the Public
Record as “Abandoned - paved having landmark
value, 3000 ft. or greater.”
	 
	•	 	Standard instrument departure routes, standard
terminal arrival routes, or airways which may be located within
the Radius.



STATUTORY DISCLOSURE REQUIREMENTS



     California Civil Code § 1102.17 requires the seller of residential real
property who has “actual knowledge” that the property “is affected by or zoned
to allow an industrial use described in §73la of the Code of Civil Procedure”
to give written notice of that knowledge as soon as practicable before
transfer of title. California Code of Civil Procedure §731 (a) states:


“Whenever any city, city and county, or county shall have established zones or
districts under authority of law wherein certain manufacturing or commercial
or airport uses are expressly permitted, except in an action to abate a public
nuisance brought in the name of the people of the State of California, no
person or persons, firm or corporation shall be enjoined or restrained by the
injunctive process from the reasonable and necessary operation in any such
industrial or commercial zone or airport of any use expressly permitted
therein, nor shall such use be deemed a nuisance without evidence of the
employment of unnecessary and injurious methods of operation. Nothing in this
act shall be deemed to apply to the regulation and working hours of canneries,
fertilizing plants, refineries and other similar establishments whose
operation produce offensive odors.“departments serving jurisdictions of
200,000 or more and many other local law enforcement authorities maintain for
public access a data base of the locations of persons required to register
pursuant to paragraph (1) of subdivision (a) of Section 290.4 of the Penal
Code. The data base is updated on a quarterly basis and a source of
information about the presence of these individuals in any neighborhood. The
Department of Justice also maintains a Sex Offender Identification Line
through which inquiries about individuals may be made. This is a “900”
telephone service. Callers must have specific information about individuals
they are checking. Information regarding neighborhoods is not available
through the “900” telephone service.


Exhibit E

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Additional Information: Megan’s Law does not require that the seller or
seller’s agent to investigate or review the data base. However, this Notice
does not exempt a seller or seller’s agent from complying with California
Civil Code Sections 1102 and 2079 which require disclosure of any fact
materially affecting the value and desirability of the Property.


     For more information regarding Megan’s Law, please visit the California
Office of the Attorney General, Department of Justice website at:
http://caag.state.ca.us/megan/index.htm.


INFORMATION ON NATURAL HAZARD DISCLOSURE



The following information is a summary of the most basic aspects of natural
hazard disclosure requirements as set forth by the Residential Natural Hazard
Disclosure Law. Please note that a property owner and his/her agent may still
be subject to additional disclosures required by other State laws or county,
city, or local ordinances.


Residential Natural Hazard Disclosure Law



     The Residential Natural Hazard Disclosure Law (California Civil Code
§1103 et seq.) requires the location of residential real property (defined as
property containing 1-4 family dwelling units) in relation to six (6) natural
hazard zones/areas be disclosed to a “transferee” of such property. A
“transferee” is anyone acquiring an interest in residential real property
whether by sale, exchange, installment land contract, lease with option to
purchase, option to purchase, or ground lease coupled with the improvements.
Certain specific types of transactions set forth in Civil Code § 1103.1 are
exempt, such as transfers ordered by a probate court, etc. Other than the
excluded transactions, the specified disclosures are mandatory and can not be
waived. Any such waiver is void as against public policy. The disclosures are
to be made on the statutory form which is to be executed by the parties and
agents.


     The Residential Natural Hazard Disclosure Law states that the required
disclosures under this particular statute do not limit or abridge any
obligation for disclosure created by any other provision of law or that may
exist in order to avoid fraud, misrepresentation, or deceit in the transfer
transaction and shall not change the duty of a real estate-broker or
salesperson pursuant to Civil Code §2079.


     Neither the transferor nor his/her agent is responsible for any error,
inaccuracy, or omission of any information delivered pursuant to the law
provided that such error, inaccuracy, or omission was not within their
personal knowledge and was based on a report prepared by a licensed engineer,
land surveyor, geologist, or expert in natural hazard discovery dealing with
matters within the scope of the professional’s license or expertise. In the
event that the information provided becomes inaccurate due to changes caused
by governmental action, map revisions, changed information, or other act of
occurrence, the inaccuracy is not a violation of the Residential Natural
Hazard Disclosure Law unless the transferor or agent has actual knowledge that
the information has become inaccurate.


     Any person who fails to perform any duty prescribed by any provision of
the Residential Natural Hazard Disclosure Law shall be liable in the amount of
actual damages suffered by the transferee.


Exhibit E

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The Six Natural Hazard Zones/Areas




		
	 	     California’s Residential Natural Hazard Disclosure Law requires the
transferor (if acting alone) or the transferor’s agent to disclose to a
prospective transferee if any portion of residential real property is
located within any one of six designated natural hazard zones according to
maps issued by the appropriate governmental agency:




	 	 	 	 	 
	 	 	 	 	Code Section (§)
	Natural Hazard	 	Defining the Zone/Area
	
	 	

	1.	 	
SPECIAL FLOOD HAZARD AREA
	 	California
Government Code §8589.3
	 	 	 	 	 
	2.	 	
AREA OF POTENTIAL FLOODING
	 	California
Government Code §8589.4/.5
	 	 	 	 	 
	3.	 	
VERY HIGH FIRE HAZARD SEVERITY ZONE
	 	California Government Code §51178
	 	 	 	 	 
	4.	 	
WILDLAND -STATE RESPONSIBILITY AREA
	 	California Public
Resources Code §4125
	 	 	 	 	 
	5.	 	
EARTHQUAKE FAULT ZONE
	 	California Public
Resources Code §2622

	 	 	 	 	 
	6.	 	
SEISMIC HAZARD ZONE
	 	California Public Resources Code §2696



     For more detailed information regarding these zones/areas, please see
the section below entitled “The Six Natural Hazard Areas/Zones.”


Statutory Disclosure Form(s)



The Residential Natural Hazard Disclosure Law specifies the required
disclosures are to be made pursuant to a specific form set forth in Civil
Code §1103.2(a). This form is commonly referred to the “Natural Hazard
Disclosure Statement.” This form is to be completed and executed by the
property transferor, the transferee, and their respective agents. Another
statutory form, “Local Option Real Estate Transfer Disclosure Statement,”
should be completed and executed by the same parties with respect to certain
disclosures if and when mandated by local ordinance.


For more information, copies of applicable statutes may be obtained at your local law library

or on the Internet at http://www.leginfo.ca.gov/calaw.html.



THE SIX NATURAL HAZARD AREAS/ZONES



Special Flood Hazard Area (California Government Code §8589.3; 42 U.S.C. §4001
etseq.)


     Federal law requires the Federal Emergency Management Agency (“FEMA”) to
compile Flood Insurance Rate Maps (“FIRM”) identifying areas of potential
flooding from natural sources. Property located with a special flood hazard
area (“SFHA”), designated as any Zone “A” or “V” on such maps, is subject to
a one percent (1%) or greater chance of complete or partial flooding in any
given year. FEMA defines this type of flood as the “base flood” which is more
commonly known as a “100 year flood.” A 100 year flood has a 26% chance of
occurring during any 30 year period.


Exhibit E

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	•	 	Civil Code § 1103.2(c) states that a transferor or transferor’s agent MAY
mark “No” on the SFHA component of the NHDS if FEMA has issued a Letter of Map Amendment
(“LOMA”)confirming that the property is no longer within a SFHA, even if the FIRM
has not yet been updated. Seller must attach a copy of the LOMA to the NHDS.
	 
	•	 	Civil Code § 1103.2(d) states that a transferor or transferor’s agent MUST
mark “Yes” on the SFHA component of the NHDS if FEMA has issued a Letter of Map Revision
(“LOMR”) confirming that the property is within a SFHA and the location of the LOMR
has been posted by appropriate local agencies, even if the FIRM has not yet been updated.
Seller must attach a copy of the LOMR to the NHDS.
	 
	•	 	Federal law (42 United States Code 4001 et seq.) requires lienholders of
structures determined to be within a SFHA have adequate flood insurance coverage in
place from either (1) the National Flood Insurance Program (“NFIP”) which is administered by
the Federal Insurance Administration (“FIA”), or (2) any licensed property/casualty
insurance agent or any private insurance company that are writing flood insurance agreements
with the FIA. In communities that participate in the NFIP, federally insured or regulated
lenders require flood insurance for mortgages and other loans secured by structures located in a
SFHA.
	 
	•	 	A parcel of property located outside a SFHA may still be subject to severe
flooding. FEMA reports that 20% to 25% of all flood insurance claims come from owners of
property located outside of a SFHA.
	 
	•	 	In both NFIP and non-participating communities, a lender has the discretion
to require the purchase of flood insurance even if a property is not
located within a SFHA.
	 
	•	 	For ways to protect a house from flooding, refer to FEMA Publication 312, “Homeowner’s Guide to Retrofitting.”



For more information, please
contact FFMA or visit their official website at www.fema.Qov



Area of Potential Flooding (California Government Code §8585.4/.5)



     Local governmental agencies, utilities, and owners of a designated dam
are required to prepare and submit inundation maps for review and approval by
the California Office of Emergency Services (“OES”). These maps show areas of
potential flooding in the event of sudden or total failure of any dam, failure
of which would result in death or personal injury; however, these maps do not
identify areas of potential flooding resulting from storms and other causes.
The OES is required to review and approve maps that have been prepared and
submitted to ensure that the maps meet all requirements before providing
approved copies to appropriate public safety agencies of any local
jurisdiction likely to be affected so that emergency procedures can be adopted
for the evacuation and control of populated areas.



	•	 	OES has yet to review and submit approved maps for numerous dams to local
authorities.
	 
	•	 	Dam inundation maps depict a best estimate of water flow in the event of
dam failure. Projected water flow is based on a scenario in which a full
reservoir completely empties itself and does not account for run-off from
other sources. These maps, most of which were created in the 1970’s, do
not employ newer assumptions and map-making methods.
	 
	•	 	A property located outside an area of potential flooding may still be
subject to severe
flooding from other causes.



Exhibit E

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For more information, please contact the OES in Sacramento or visit their official website at

www.oes.ca.gov



Very High Fire Hazard Severity Zone (California Government Code §51178)



     Designated by the Director of the California Department of Forestry and
Fire Protection (“CDFFP”), a Very High Fire Hazard Severity Zone (“VHFHS
Zone”) is defined as real property not deemed to be a state responsibility
pursuant to Public Resources Code §4125 et seq. Based on consistent statewide
criteria and the severity of the fire hazard expected to prevail, VHFHS Zones
are designated by fuel loading, slope, fire weather, and other factors.
Designation allows identification and implementation of measures to retard the
rate of spread and reduce the potential intensity of uncontrolled fires.



	 	•	 Government Code §51179 allows a “local agency” (defined as a city, county,
city and county, or district responsible for fire protection within a
VHFHS Zone), at its discretion, to make changes to the VHFHS Zone
boundaries that may not be reflected on maps released by the CDFFP. For
more information on this provision, please contact your local agency.
	 
	•	 	Any person who owns, leases, controls, operates, or maintains any
occupied dwelling or occupied structure in, upon, or adjoining any land that is covered with
flammable material and located within a VHFHS Zone has certain statutory duties of property
maintenance. Please refer to Government Code §51182 et seq. for more information.



For more information, contact
your local fire protection agency, the CDFFP, or visit the

official CDFFP website at www.fire.ca.gov



Wildland - State Responsibility Area (California Public Resources Code §4125 et seq.)



     The State Board of Forestry classifies all lands within the State of
California based on factors such as cover, beneficial use of water from
watersheds, probable damage from erosion, and fire risks and hazards to
determine those areas for which the financial responsibility of fire
prevention and suppression is primarily the responsibility of the State. Fire
prevention and suppression in all areas which are not within a Wildland -
State Responsibility Area (“WSRA”) is primarily the responsibility of the
local or federal agencies, as applicable.


For property located within a WSRA, a transferor must also disclose that:




	1.	 	there may be substantial forest fire risks and hazards;
	 
	2.	 	except for property located within
a county which has assumed responsibility for prevention and suppression of all fires (California Public Resources Code §4129), it is
NOT the state’s responsibility to provide fire protection services to any building or
structure located within wildlands unless the Department has entered into a cooperative agreement
with a local agency (California Public Resources Code §4142); and
	 
	3.	 	the property owner is subject to the imposition of fire mitigation
measures which may substantially impact and limit construction and remodeling of improvements
and landscaping (California Public Resources Code §4291).



WSRAs include lands which are:




	•	 	covered wholly or in part by forests or by trees producing or capable of
producing forest products.



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	•	 	covered wholly or in part by timber, brush, undergrowth, or grass,
whether of commercial value or not, which protect the soil from excessive erosion, retard runoff
of water or accelerate water percolation, if such lands are sources of water which is
available for irrigation or for domestic or industrial use.
	 
	•	 	in areas principally used or useful for range or forage purposes and are
contiguous to the
lands described above.



WSRAs do not include lands which are:




	•	 	owned or controlled by the federal government or any agency of the federal
government.
	 
	•	 	within the exterior boundaries of any city, except a city and county with
a population of less than 25,000 if, at the time the city and county government is established,
the county contains no municipal corporations.
	 
	•	 	located within the State but do not come within any of the classes
specifically described as
being included.



For more information, contact your local fire protection agency, contact the
CDFFP, or visit the
official CDFFP website at www.dre.ca.gov



Earthquake Fault Zone (California Public Resources Code §2622)



     The Alquist-Priolo Special Studies Zones Act of 1972, renamed the
“Alquist-Priolo Earthquake Fault Zoning Act” in 1994 (“A-P Act”), regulates
development and construction of buildings intended for human occupancy so as
to mitigate hazards associated with surface fault rupture and/or fault creep.
State law requires the disclosure of only active faults known to date and
delineated on Earthquake Fault Zone (“EF Zone”) (also know as “Special Study
Zone”) maps approved by the State Geologist. “Active” faults are classified by
the State Mining and Geology Board as those having surface displacement within
about the last 11,000 years. EF Zones vary in size, but average one-quarter
mile in width (i.e., the “typical” zone boundaries are set back approximately
660 feet on either side of the fault trace)



	•	 	California Public Resources Code §2624 allows cities and counties to
establish policies and criteria stricter than those set by the State respecting, but not limited to, permitting,
development, and mapping of EF Zones.
	 
	•	 	A property that lies partially or entirely within a designated EF Zone may be subject to
requirements for site-specific geologic studies and mitigation before
any
new or additional construction may take place. If an active fault is found on a property,
structures generally will not be allowed to be constructed within 50 feet of the fault trace.
	 
	•	 	Information on EF Zone maps is not a sufficient substitute for geologic
and geotechnical site investigations.
	 
	•	 	The A-P Act applies to new or renewed construction and development
projects, including all divisions of land as well as most structures intended for human occupancy.
Certain types of structures and developments are excluded, and
exemptions may be granted, but
such an exclusion or exemption does not excuse or limit disclosure obligations.



For more information, contact
the California Department of Conservation, California

Geological Survey in Sacrarnento, San Francisco, or Los Angeles, or visit their official

website at www. consrv. ca.gov



Exhibit E

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Seismic Hazard Zone (California Public Resources Code §2696)



     The Seismic Hazards Mapping Act (SHM Act”) requires the State Geologist to
map areas subject to seismic hazards such as strong ground shaking,
liquefaction, landslides, or other ground failure or other seismic hazards
caused by earthquakes. The location and severity of seismic hazards resulting
from earthquakes are based on technical evidence subject to debate among
specialists. An earthquake capable of causing liquefaction or triggering a
landslide may not uniformly affect all areas within a Seismic Hazard Zone (“SH
Zone”).



	•	 	California Public Resources Code §2698 allows cities and counties to
establish policies and criteria stricter than those set by the State respecting, but not limited to, permitting,
development, and mapping of SH Zones.
	 
	•	 	A property that lies partially or entirely within a designated SH Zone may be subject to
requirements for site-specific geologic studies and mitigation before any
new or additional construction may take place.
	 
	•	 	Information on SH Zone maps is not a sufficient substitute for geologic
and geotechnical site investigations.
	 
	•	 	Although property within a SH Zone should not be automatically excluded from
development, a SH Zone is an area where the potential for damage from
seismic hazards is great enough to make it prudent to conduct geologic investigations to
identify and mitigate hazards prior to development.



For more information, contact the
California Department of Conservation, California

Geological Survey in Sacramento, San Francisco, or Los Angeles, or visit their official website

at www. consrv.ca.gov



Exhibit E

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TERMS, CONDITIONS, AND LIMITATIONS ON LIABILITY



SECTION 1. Definition of Terms




	 	 	 
	TERM	 	DEFINITION
	
	 	

	Buyer	 	
The party acquiring the interest in the Property directly
from the Seller as a result of the Transaction (“Original
Buyer”). The term “Buyer” shall also be deemed to
include, as applicable, (a) anyone who receives the
Property as a result of the death of the Original Buyer
by operation of law, and (b) the trustee or successor
trustee of a trust in Which the Original Buyer is the
trustor/settlor to whom the Property is transferred by
the Original Buyer after the Effective Date.
	 	 	 
	Company	 	
The Company as specified (with its address) on the
information Page of this PDR.
	 	 	 
	Damages Limit	 	
The limitation on liability under this PDR as defined in
Section 7 (“Limitation on Damages”) below.
	 	 	 
	Effective Date	 	
The date on which the Transaction is consummated.
	 	 	 
	Information Page	 	
The first page of this PDR which (a) identifies the
Company; the PDR Date; and the Property; and (b) contains
the name a and address of who received this PDR.
	 	 	 
	PDR	 	
This Property Disclosure Report (“PDR”) which consists of
(a) Information Page, (b) Schedule A (“Natural Hazard
Disclosure
Summary”), (c) Schedule B (“Summary of Additional
Disclosures”), (d) “Information on Natural Hazard
Disclosures,” and (e) these “Terms, Conditions, and
Limitations “on Liability.
	 	 	 
	PDR Date	 	
The date specified on the Information Page as of which
the information in the PDR Summaries was obtained from
the Public Records.
	 	 	 
	PDR Summaries	 	
Schedule A (“Natural Hazard Disclosure Summary”) and
Schedule B (“Summary of Additional Disclosures”), both
(of which contain information about the specified Risk
Elements for the Property as disclosed by the Public
Records as of the PDR Date in compliance with the
Reporting Standards.
	 	 	 
	Property	 	
The real property identified on the Information Page
provided either (i) a residential structure consisting of
not more than four dwelling units is located on such real
property, or (ii) the real property is zoned as of the
PDR Date for residential use for not more than four dwelling units. The term “Property” does not include any
interests beyond the lines described or referred to on
the Information Page, nor any right, title, interest,
estate or easement in abutting streets, alleys, or other
rights of way, or water, watercourses, or waterways. The
term “Property” may consist of more than one legal parcel
if (1) each individual parcel is assigned an assessor’s
parcel number that is identified on the Information Page
or on an addendum to this PDR; (2) parcels are
contiguous; and (3) parcels are transferred between the
same Buyer and same Seller in the same Transaction.



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	TERM	 	DEFINITION
	
	 	

	Public Record(s)	 	
The records, data, or maps specified by the
applicable governmental agency and which are
publicly available as of the PDR Date and
specified in the PDR Summaries.
	 	 	 
	Recipient	 	
The Seller, Buyer, and each of their
respective licensed real estate agents and
brokers involved in the Transaction. This
term does not include any third party.
	 	 	 
	Reporting Standards	 	
The standards set forth in Section 6 below
which are used for the reporting of the Risk
Elements for the Property.
	 	 	 
	Residential Natural Hazard

Disclosure Law	 	
California Civil Code § 1 103 et seq.
	 	 	 
	Risk Element	 	
Each specified risk element disclosed by the
Public Records identified in the PDR
Summaries which was reported in accordance
with the Reporting Standards.
	 	 	 
	Seller	 	
The owner of the Property interest involved
in the Transaction on the PDR Date.
	 	 	 
	Transaction	 	
The transaction between the Seller and the
Buyer whereby on the Effective Date the
Buyer acquires an interest in the Property
as a result of the sale, exchange,
installment land contract, lease with option
to purchase, option to purchase, or ground
lease coupled with the improvements.



SECTION 2. PDR Assurances and When the PDR is Effective.



     As of the PDR Date, this PDR accurately discloses the Risk Elements in
the PDR Summaries for the Property in compliance with the Reporting
Standards. This PDR shall be effective as of the Effective Date provided
that (1) the fee for this PDR has been paid to the Company, and (2) the
Transaction was consummated within three (3) months of the PDR Date.


SECTION 3 This PDR is NOT an Insurance Policy.



     This PDR is NOT AN INSURANCE POLICY. THIS PDR IS NOT A SUBSTITUTE FOR
THE BUYER OBTAINING PROPERTY & CASUALTY INSURANCE POLICIES which will
provide coverage against losses incurred as a result of earthquakes, fires,
flooding, environmental hazards, or any other kind of risks associated with
the Property. If Recipient wishes to obtain insurance for physical risks to
the Property, various forms of coverage are available from private and
public sources, such as fire or environmental insurance through private
insurance carriers, flood insurance through the National Flood Insurance
Program, and earthquake insurance through the California Earthquake
Authority.


SECTION 4. No Third-Party Reliance.



     This PDR may be relied upon only by the Recipient within the
limitations specified herein. This PDR may not be relied upon by any person
or entity other than Recipient without


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the express written consent of the Company. Recipient shall not take any action
that may induce a third party to rely on the information in this PDR.


SECTION 5. Other Information Within the Knowledge of the Company.


     The recipient recognizes that while it is possible the Company may have
knowledge of other facts concerning the Property, the Company is under no duty
or responsibility to disclose such information to the Recipient.


SECTION 6. PDR REPORTING STANDARDS.



	 	 	 
	6.1	 	
This PDR is a Public Records Disclosure Report ONLY.



     This PDR is a Public Records disclosure report designed to assist 1 he
Seller of the Property and the Sellers’ agent to comply with those disclosure
requirements as specified in the Residential Natural Hazard Disclosure Law and
other specified laws. This PDR (a) may not satisfy disclosure obligations
under other laws applicable to the transfer of the Property, and (b) does not
disclose the specific or actual condition or character of the Property.



	 	 	 
	6.2	 	
This PDR is NOT Based Upon an Inspection of the Property.



     This PDR is NOT based upon an inspection of the Property and should not
be used as a substitute for (1) appropriate inspection(s) conducted by a
qualified professional, (2) geologic, geotechnical, or other reports required
by governmental agencies, or (3) any other inspections or reports required by
applicable laws in connection with the transfer of residential real property.



	 	 	 
	6.3	 	
Maps Are NOT a Part of this PDR.



     Maps that may be attached to this PDR are provided as an accommodation
only and are NOT a part of this PDR. The locations of zones, areas, districts,
the Property, and other information depicted on any maps, are APPROXIMATIONS
ONLY. Recipient should rely only upon the reporting of the Risk Elements for
the Property as set forth in the PDR Summaries.



	 	 	 
	6.4	 	
Public Records Used as the Basis for this PDR-and Disclosure as to
the Property.



     This PDR was prepared based upon a review of ONLY those Public Records
specifically cited in the PDR Summaries. The Company makes no representation or
warranty regarding the accuracy, completeness, validity, reliability,
integrity, or accessibility of any Public Records used to prepare this PDR, nor
does the Company assume any responsibility for any other information provided
or not provided by the Seller, third parties or the Public Records.


Exhibit E

Page 19 of 25



 






Table of Contents





Property Address: SEE ADDENDUM BREA CA 92821




	 	 	 
	6.5	 	
The Public Records MAY Change After the PDR Date.



     From time to time the Public Records released and made publicly available
by appropriate authorities are modified and, therefore, information regarding
the location of the Property with respect to the Risk Element may change. The
Company has no obligation to advise Recipient(s) of a change in the Public
Records or to update the information in this PDR after the PDR Date. The
Residential Natural Hazard Disclosure Law states that a transferor or
transferor’s agent acting in compliance with California Civil Code § 1103.2 is
not required to notify to a transferee if the information provided
subsequently becomes inaccurate as a result of governmental action, map
revision, changed information, or other act of occurrence, unless the
transferor or agent has actual knowledge of the inaccuracy.



	 	 	 
	6.6	 	
NATURAL HAZARD DISCLOSURES.
	 	 	 
	A.	 	
“Property-Specific” versus
“Structure-Specific” Reporting Standard.



     California’s Residential Natural Hazard Disclosure Law is
“property-specific.” Therefore, if any portion of the Property is located
within a specified natural hazard zone/area, then the entire Property is
regarded as being located in that zone/area. This is different from the
“structure-specific” standard for flood zone determinations under the National
Flood Insurance Program which only identifies if the structure or mobile home
on the Property is located within a special flood hazard area.



	 	 	 
	B.	 	
Reporting of Risk Elements for Condominium Projects, Planned Unit
Developments, and Other Properties with Common or Undivided Interests.



     Because
California’s Residential Natural Hazard Disclosure Law requires
disclosure if any portion of the Property is located within a specified
natural hazard area/zone, “Yes” must be marked on the natural hazard
disclosure statement if any portion of such a condominium project, planned
unit development, or common area is located within a specified hazard
area/zone, even if the primary lot comprising the Property is not directly
affected by or located within the same hazard area/zone.



	 	 	 
	C.	 	
Reporting of Risk Elements for Multiple, Parcel Transactions.



     A PDR may be issued for a Property with multiple legal parcels so long as
all parcels (1) are assigned a valid assessor’s parcel number that is
identified on the Information Page or on an addendum to this PDR; (2) are
contiguous; and (3) are transferred between the same Buyer and same Seller in
the same Transaction. Therefore, if one or more of said parcels constituting
the Property is located within a specified Risk Element, then all parcels
identified shall be considered to be affected by this Risk Element.



	 	 	 
	D.	 	
Location of a Property Relative to a Specified Natural-Hazard Zone.



     The fact that the Property is located outside of a natural hazard
area/zone according to the Public Records does not necessarily mean that the
Property may not be subject to the effects of that natural hazard. Regardless
of the Property’s location with respect to a given natural hazard area/zone,
the potential risk associated with such a natural hazard should be assessed and


Exhibit E
Page 20 of 25






Table of Contents



Property Address: SEE ADDENDUM BREA CA 92821




	appropriate measures should be considered to minimize the impact of that
natural hazard on the Property.




	 	 	 
	E.	 	
Specific Reporting Practices regarding the Risk Element
Information.




	 	 	 A. Special Flood Hazard Area (California Government Code §8589.3)
	 
	 	 	Federal law established the Federal Emergency Management Agency (“FEMA”) to
compile Flood Insurance Rate Maps (“FIRM”) identifying areas of potential
flooding from natural sources. FIRMs specify certain “zones” and are
commonly used to determine requirements for flood insurance. Any type of
zone “A” or “V” is classified by FEMA as a special flood hazard area
(“SFHA”). Federal law mandates flood insurance if any part of the structure
is located within a SFHA. However, the Residential Natural Hazard
Disclosure Law mandates disclosure if any portion of the residential
property is located within a SFHA. Therefore, even though a property may
not be deemed to be located within a SFHA for federal flood insurance
purposes, it may be within a SFHA for disclosure purposes under the
Residential Natural Hazard Disclosure Law.
	 
	 	 	If the Property has been (a) excluded from the applicable FIRM due to a
Letter of Map Revision (“LOMR”); or (b) included in the applicable FIRM due
to a Letter of Map Amendment (“LOMA”), and the LOMR or LOMA has been
provided to the Company, then this PDR will indicate the appropriate answer
on Schedule A (“Natural Hazard Disclosure Summary”). Please note: The
Company does not attach the LOMR or the LOMA to the statutory form. A copy
of the LOMR or LOMA must be attached to the statutory disclosure form by
the Seller or the Buyer must request that it be provided by the Seller.
	 
	 	 	 B. Area of Potential Flooding (California Government Code §8589.5)
	 
	 	 	The California Office of Emergency
Services (“OES”) provides the official
maps with respect to areas of potential flooding under California
Government Code §8589.4 but has yet to review and submit approved maps for
numerous dams. Please note: (1) although dams may exist, if maps regarding
a specific dam are not a part of the OES information, then this PDR may not
reference all dams within an area of potential inundation for the Property;
(2) if a map in the OES records shows areas of potential flooding, whether
or not the map has been formally marked “approved” by the OES, the area is
reported in this PDR as being within a potential flood area; and (3)
although federal dams are not subject to state laws, the federal
authorities have voluntarily provided maps or information for some dams and
to the extent such information is part of the OES official records, the
information on those dams is reported in this PDR.
	 
	 	 	 C. Earthquake Fault Zone (California Public Resources Code §2622)
	 
	 	 	California’s Residential Natural Hazard Disclosure Law requires the
disclosure of only those faults known to date that are classified as
“active” by the State Geologist and delineated on Earthquake Fault Zone or
Special Study Zone maps issued by the California Department of
Conservation, California Geological Survey (“CGS,” formerly known as
“Division of Mines and Geology”). However, such maps have only been created
and approved for a portion of California. Therefore, if there is no
official map for the area of the Property, the Earthquake Fault Zone
element of the Schedule A (“Natural Hazard Disclosure Summary”) will be
marked “No.”
	 
	 	 	 D. Seismic Hazard Zone (California Public Resources Code §2696)
	 
	 	 	California’s Residential Natural Hazard Disclosure Law also requires the
disclosure of seismic hazard zones identified on official seismic hazard
zone maps issued by the CGS as



Exhibit E

Page 21 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821




		
	 	compiled by the State Geologist in compliance with California Public
Resources Code §2696. These maps identify areas of potential liquefaction
and areas of potential earthquake-induced landslides. Please note: (1)
because official seismic hazard zone maps are currently available only for
selected portions of the Bay Area and Southern California, the Seismic
Hazard Zone element of the Schedule A (“Natural Hazard Disclosure
Summary”) will be marked “Maps Not Available” for the Property if it is
located in an area for which there is no official map; and (2) currently
available official maps that include coastal communities do not identify
potential areas of tsunami or seiche.




	 	 	 
	6.7	 	
Additional Disclosures.



     Any
additional disclosures contained in the Schedule B are subject to the
Reporting Standards set forth in Schedule B with that specific disclosure.


SECTION 7. Limitation on Damages
– PLEASE READ CAREFULLY.



     Recipient recognizes that the fee charged for this PDR is not of a
magnitude or in the nature of an insurance premium and does not cover the
potential liability associated with any such risks. Therefore, as part of
the consideration for this PDR, each Recipient understands and agrees to the
following damage limitations (“Damages Limit”):



	 	 	 	 (a)    the Company’s liability to the Recipient shall only be for losses and
damages suffered by that Recipient which are a direct result of any material
error or omission contained in this PDR and shall be limited to the LESSER OF: (1) actual
provable damages measured by diminution in the fair market value or fair rental
value of the Property as of the Effective Date suffered by the Recipient as a result
of such error, or (2) the fair market value or fair rental value of the Property as of
Effective Date as established by the Transaction; and
	 
	 	 	 	 (b)     the Company shall not be liable for indirect, special, consequential,
multiple, exemplary, or punitive damages (including but not limited to, personal
injury, property damage, etc.) or other type of damage not listed and described in
subparagraph (a) of this provision.



The Damages Limit shall apply to any and all claims, actions, or proceedings by
Recipient(s) regardless of whether (i) this PDR contains multiple errors or
omissions, (ii) the Property identified in this PDR consists of more than one
parcel, and/or (iii) there is more than one Recipient. In no event shall the
Company be liable for more than the Damages Limit on a cumulative basis for any
and all claims made by any or all Recipients under this PDR. Each Recipient
acknowledges that the Company shall have no responsibility or liability to the
Recipient for any matters known to the Recipient (including errors in
this PDR)
and not disclosed to all other Recipients and the Company in writing prior to
the Effective Date. The Company’s obligations under this PDR shall not be
affected or reduced as to the Recipient who has no knowledge of any such
information which is not disclosed by another Recipient. The Company shall also
not be liable for loss or damages (a) incurred by reason of the delay Recipient
to file a claim to the extent that such delay prejudices the right of the
Company or increases the amount of damages; and (b) voluntarily assumed by the
Recipient in settling any claim or suit without the prior written consent of
the Company. The Company shall be


Exhibit E

Page 22 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



subrogated to any and all rights that the Recipient may have against any other
person or entity (including any other Recipient) and such Recipient shall be
obligated to cooperate with the Company in pursuing such rights.


SECTION 8. No Duty to Defend
Recipient.



     In the event of any omission or inaccuracy in this PDR, the Company shall
have NO DUTY TO DEFEND RECIPIENT or pay any costs or expenses incurred by a
Recipient in defense of a claim by reason of any omission or inaccuracy in
this PDR. Each Recipient acknowledges that Company has no obligation to defend
Recipient based upon California Civil Code §2778 or any other law. The Company
shall not be responsible or otherwise liable for any attorneys’ fees,
expenses, and costs incurred in connection with any lawsuit, action, or
proceeding based upon this PDR or a Recipient’s failure to comply with any
state or federal disclosure requirements.


SECTION 9. Claims and Notices to the Company.



     All claims and notices shall be sent by Recipient as soon as practicable
to the Company, Attn.: Legal Department. All claims must be initiated in a
timely and efficient manner but, in no event, more than six (6) months after
the discovery by the Recipient of the alleged error, claim, breach, or
omission. Failure to make such claim within this period constitutes an
absolute bar to the institution of any proceeding. claim, or action against
the Company.


SECTION 10. Arbitration.



     Unless prohibited by applicable law, either the Company or the Recipient
may require the other party to submit to binding arbitration pursuant to the
commercial arbitration rules of the American Arbitration Association.
Arbitrable matters may include, but are not limited to, any controversy or
claim between the Company and the Recipient arising out of or relating to this
PDR or arising from any service of the Company performed in connection with its
issuance of this PDR. Arbitration shall be governed by the commercial
arbitration rules in effect on the date the demand for arbitration is made and
the parties shall be entitled to discovery as permitted by applicable law.
Arbitration shall be binding. In no event shall the arbitration award (a)
exceed the Damages Limit (defined in Section 7 above), or (b) include
attorneys’ fees. Judgment upon the award rendered by the
arbitrator(s) may be
entered in any court having jurisdiction. California law shall apply to an
arbitration under this PDR. Under no circumstances shall the parties’
arbitration rights constitute a waiver of, or diminish in any way, the Damages
Limit


END OF “TERMS, CONDITIONS,
AND LIMITATIONS ON LIABILITY.”

END OF PDR.



Exhibit E

Page 23 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



NATURAL HAZARD DISCLOSURE STATEMENT



This statement applies to the following property:




	 	 	 
	Property Address:	 	
SEE ADDENDUM, BREA CA 92821
	APN Number: 	 	
SEE ADDENDUM



The transferor and his or her agent(s) disclose the following information with
the knowledge that even though this is not a warranty, prospective transferees
may rely on this information in deciding whether and on what terms to purchase
the subject property. Transferor hereby authorizes any agent(s) representing
any principal(s) in this action to provide a copy of this statement to any
person or entity in connection with any actual or anticipated sale of the
property. The following are representations made by the transferor and his or
her agent(s) based on their knowledge and maps drawn by the state and federal
governments. This information is a disclosure and is not intended to be part
of any contract between the transferee and the transferor. THIS REAL PROPERTY
LIES WITHIN THE FOLLOWING HAZARDOUS AREA(S):


A SPECIAL FLOOD HAZARD AREA (Any type Zone “A” or “V”) designated by the
Federal Emergency Management Agency.


Yes[   ] No [X] Do not know and information not available from local
jurisdiction


AN AREA OF POTENTIAL FLOODING shown on a dam failure inundation map pursuant
to Section 8589.5 of the Government Code.


Yes[  ] No [X] Do not know and information not available from local
jurisdiction


A VERY HIGH FIRE HAZARD SEVERITY ZONE pursuant to Section 51178 or 51179 of the
Government Code. The owner of this property is subject to the maintenance
requirements of Section 51 182 of the Government Code.


Yes[   ] No [X]


A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS
pursuant to Section 4125 of the Public Resources Code. The owner of this
property is subject to the maintenance requirements of Section 4291 of the
Public Resources Code. Additionally, it is not the state’s responsibility to
provide fire protection services to any building or structure located within
the wildlands unless the Department of Forestry and Fire Protection has
entered into a cooperative agreement with a local agency for those purposes
pursuant to Section 4142 of the Public Resources Code.


Yes [X] No[   ]


AN EARTHQUAKE FAULT ZONE pursuant to Section 2622 of the Public Resources Code.


Yes [X] No [   ]



Exhibit E

Page 24 of 25



 






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Property Address: SEE ADDENDUM BREA CA 92821



A SEISMIC HAZARD ZONE pursuant to Section 2696 of the Public Resources
Code.


Yes [X] (Landslide Zone) Yes [X] (Liquefaction Zone)


No [   ] Maps not yet released by state


THESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE REAL PROPERTY, TO OBTAIN
INSURANCE, OR TO RECEIVE ASSISTANCE AFTER A DISASTER. THE MAPS ON WHICH THESE
DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT
DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A
NATURAL DISASTER. TRANSFEREE(S) AND TRANSFERORS(S) MAY WISH TO OBTAIN
PROFESSIONAL ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT
THE PROPERTY.


“The representations made in this Natural Hazard Disclosure Statement and the
report are based upon information provided by a third party report as a substituted
disclosure pursuant to California’s Civil Code Section 1103.4. Neither the transferor nor the
transferor’s agent has (1) independently verified the information contained in this form and report, or
(2) is personally aware of any inaccuracies in the information
contained on the form.”


Transferor represents that the information herein is true and correct to the
best of the transferor’s knowledge as of the date signed by the transferor.



	 	 	 	 
	Signature of Transferor	 	Date	 
	 	


	 	




Agent represents that the information herein is true and correct to the best
of the agent’s knowledge as of the date signed by the agent. Agent hereby
represents that he or she has received a copy of the Property Disclosure
Report (PDR No. 02PDS1669/Control No. 318379) issued by the Company.





	 	 	 	 
	Signature of Agent	 	Date	 
	 	


	 	






	 	 	 	 
	Signature of Agent	 	Date	 
	 	


	 	





Transferee represents that he or she has read and understands this document
and has received a copy of the Property Disclosure Report (PDR No. 02PDS
1669/Control No. 318379) issued by the Company.



	 	 	 	 
	Signature of Transferee	 	Date	 
	 	


	 	





Based on Public Record data as of the PDR Date: Monday, July 29, 2002



Escrow No: 2252674



Exhibit E

Page 25 of 25




 










Table of Contents



EXHIBIT “Fl”



List of Excluded Interests



          SPECIFICALLY EXCEPTED AND RESERVED from this Transaction are the
following described interests (hereinafter referred to as, the “Excluded
Interests”):



          (a) Any of Seller’s economic analyses, pricing forecasts, legal opinions
or analyses, or information considered by Seller as confidential or protected
by “Attorney-Client Privilege”;



          (b) All rights and claims arising, occurring, or existing in favor of
Seller prior to the Effective Date including, but not limited to, any and all contract
rights, adjustments, mispayments, erroneous payments, personal injury, property damage, royalty
or other rights and claims of any nature in favor of Seller relating to any time period prior
to the Effective Date;



          (c) All corporate, financial, and tax records of Seller; however, Buyer
shall be entitled to receive copies of any financial and tax records which directly
relate to the Property Interests, or which are necessary for Buyer’s ownership, administration,
or operation of the Property Interests;



          (d) All rights, titles, claims and interests of Seller related to the
Property Interests for all periods prior to the Effective Date, subject to Section
3.2.4 in the Agreement and to any other contrary provisions of the Agreement: (i) under any policy
or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or
condemnation proceeds or awards;



          (e) All hydrocarbons produced from or attributable to the Property
Interests with respect to all periods prior to the Effective Date together with all
proceeds from or of such hydrocarbons;



          (f) Claims of Seller for refund of or loss carry forwards with respect to
(i) production, windfall profit, severance, ad valorem or any other taxes
attributable to the Property Interests for any period prior to the Effective Date, and (ii) income or
franchise taxes attributable to the Property Interests for any period prior to the Effective Date;



          (g) All amounts due or payable to Seller as adjustments or refunds under
any contracts or agreements affecting the Property Interests for all periods
prior to the Effective Date;



          (h) All amounts due or payable to Seller as adjustments to insurance
premiums related to the Property Interests for all periods prior to the
Effective Date;



          (i) Subject to the terms of the Agreement, all monies, proceeds,
benefits, receipts, credits, income or revenues (and any security or other
deposits made) attributable to the Property Interests prior to the Effective
Date;



          (j) All of Seller’s patents, trade secrets, copyrights, names,
marks and logos;




1






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          (k) All
of Seller’Emission Reduction Credits, as defined in the
California Health and Safety Code, except as to those credits that apply to
the Property Interests;



          (l) All of Seller’s right, title and interest in and to that Federal
Communications Commission license having a Call Sign of KMG618, said license
having an expiration date of March 8,  2005.



          (m) Any portion of the Property Interests which Seller is prohibited or
restricted in whole or in part, by any statute, law, ordinance, rule,
regulation, order or notice of any Governmental Agency or by any contractual
arrangement or agreement, from transferring, selling or conveying; and



          (n) Any and all of Seller’s equipment presently being stored on the Land
or otherwise within the Brea Olinda field that relates to Seller’s offshore
operations.



          (o) All
well samples and cores located in the buildings within Parcel 3
described on Exhibit A-l to the Agreement, and all those buildings located
within Parcel 3.



          (p) Real Estate and Surface Related Interests:



               1. The Commercial Lease and Agreement between Nuevo Energy
Company, as Lessor, and Brea Green Recycling, Inc., as Lessee, dated
February 1, 1997.



               2. The Letter Agreement between Haynes Apiaries and Union Oil
Company of California dated December 29, 1992, as amended.



               3. The Easement Agreement for Storm Drain Improvement between
Nuevo Energy Company and Brea Olinda Venture L. L. C. dated November
3, 2000.



               4. Letter Agreements dated March 19, 2001 and October 1, 2002, by
and between Deborah Linn Associates and Nuevo.



               5. Contract dated February 8, 2001, by and between Culbertson,
Adams & Associates and Nuevo, as amended by letter dated July 16, 2002.



               6. Proposal dated June 18, 2002, from Earth Consultants International
to Nuevo.



               7. Professional Service Agreement dated April 17, 2001, by and
between The Keith Companies, Inc. and Nuevo.



               8. Professional Services Agreement dated June 15, 1998, by and
between QST Environmental, Inc. and Nuevo, as amended February 27, 2002.



          (q) Additional Easements:



               1. Stearns Rancho Company to UNOCAL dated December 14, 1896,
recorded on July 10, 1897 as Doc. # 30/11..




2






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    2. Stearns Ranchos Company to Pacific Coast Oil Company dated May 12, 1902, recorded on June 25, 1902 as Doc. # 75/254.



               3. UNOCAL to Brea Chemical, Inc. dated June 7, 1957, recorded
 June 10, 1957 as Doc. # 3936/324.



               4.
Collier Carbon and Chemical Corp. to UNOCAL dated October 16,
1958, recorded November 3, 1958 as Doc. # 4470/10.



               5.
UNOCAL to UNOCAL California Pipeline Co. dated September 25, 1995, recorded December 19, 1995 as Doc. # 19950565134.



               6.
Nuevo to UNOCAL dated May 7, 1996, recorded May 21, 1996 as Doc. #19960254739.



               7. Brea Canon Oil Company to General Petroleum Corporation dated May 1921.




3






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Exhibit “F2”



Retained Obligations Under Hover Agreement



The following obligations found in Exhibit “G2” to the Purchase and Sale
Agreement dated September 28, 2001, by and between Seller and Hover
development Company, Inc. (assigned to Brea Walden, LLC):



	 	I.	 	Well Abandonment Plan (“WAP”).
	 
	 	II.	 	Remedial Action Plan (“RAP”).
	 
	 	III.	 	Corridor Easement, Street Easement, Drainage Easement and other
Non-Exclusive
Easements (includes dismantling two (2) water tanks and relocation on
a temporary
basis one (1) water tank at the East Naranjal Tank Farm.



The following obligations found in the Agreement Between Adjacent
Landowners
dated October 9, 2001, by and between Seller and Brea Walden, LLC:



	 	I.	 	Grant of Slope Easements
	 
	 	II.	 	Grant of Retention Basin Easements (includes possible relocation of
oil field pipelines in Section 2.7 at Hover’s expense up to $25,000).
	 
	 	III.	 	Spoils Export Easement (includes possible relocation of oil field
pipelines in Section 3.4 at Hover’s expense up to $50,000).



 






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COUNTY OF ORANGE

HEALTH CARE AGENCY


REGULATORY HEALTH SERVICES

ENVIRONMENTAL HEALTH
	 	JULIETTE A.
POULSON, RN, MN

DIRECTOR


MIKE SPURGEON

DEPUTY AGENCY DIRECTOR

REGULATORY HEALTH SERVICES


STEVEN K. WONG, REHS, MPH

DIRECTOR

ENVIRONMENTAL HEALTH 


MAILING ADDRESS:

2009 EAST EDINGER AVENUE

SANTA ANA, CA 92705-4720


TELEPHONE: (714) 667-3800

FAX: (714) 972-0749

E-MAIL enviranhealth@hca.co.orange.ca.u»



February 3, 2004



David Leach

Nuevo Energy Company

1021 Main Street, Suite 2100

Houston, TX 77002



		
	Subject:	 Completion of Remedial Excavations
	 	 
	Re:	 Nuevo Energy Stearns Property
	 	Sump 36B, Pipeyard Area and Drainage 5
	 	2601 Lambert Road
	 	Brea, CA 92821
	 	OCHCA Case #99IC46



Dear Mr. Leach:



This letter confirms the completion of remedial excavations at the
above-referenced locations. With the provision that the information
provided to this Agency was accurate and representative of existing
conditions, it is the position of this office that no further remedial
action is required for the three above-referenced sites at this time.


This confirmation of completion is limited in scope. It is limited to
site conditions made known to this Agency under the above-referenced
case number. It is based on an evaluation of the health threat
presented by the inhalation, ingestion, or dermal absorption of the
residual contaminants.


It is this Agency’s understanding that the excavated soils from Sump
36B and Drainage 5 stockpiled on nearby locations within the Stearns
property are to be appropriately disposed of in accordance with the
approved remedial action plan and with the express approval of the
Santa Ana Regional Water Quality Control Board. Final site closure will
be considered upon demonstration of the successful completion of this
final phase of site remediation.


Please be advised that this letter does not relieve you of any
liability under the California Health and Safety Code or Water Code
for past, present or future operations at the site. Nor does it
relieve you of the responsibility to clean up existing, additional or
previously unidentified conditions at the site, which cause or
threaten to cause pollution or nuisance or otherwise pose a


 






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David Leach

February 3, 2004

Page 2 of 2



threat to water quality or public health. It is the property owner’s
responsibility to notify this Agency of any changes in future contamination
findings.


If you have any questions regarding this matter, please contact the
undersigned at (714) 667-3717.


Sincerely,



-s- Luis Lodrigueza

Luis Lodrigueza

Hazardous Waste Specialist

Hazardous Materials Mitigation Section

Environmental Health Division


LL:



	 	 	 
	cc:	 	
Ann Sturdivant, Santa Ana Regional Water Quality Control Board 
Anthony Marino, Tetra Tech, Incorporated



IC: NuevoStearns:36B.pipeyard.drainage5\lal



 






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EXHIBIT “F3”



RETAINED OBLIGATIONS



The following EIR Remediation (defined in Section 2.1.1.2 of
Exhibit“ I”)
obligations:



	 	•	 	Drainage Area 5
	 
	 	•	 	Sump 36B
	 
	 	•	 	Sump 211
	 
	 	•	 	Dump Area 154
	 
	 	•	 	East Naranjal Tank Farm – However, should the East
Naranjal Tank Farm not be demolished within ten
(10) years, this provision shall not apply as to
the East Naranjal Tank Farm.



 






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EXHIBIT G



List of Rights of Way and Contracts



Exhibit G



 






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Rights of Way and Contracts



     Easements,
Licenses, Rights-of-Way, etc.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	Order #	 	#’s
	
	 	
	 	
	 	
	 	
	 	
	 	

	51956.28	 	
Agreement
	 	 	 	7/13/53 42131/15 OR
	 	Louise A. Weisel,

et al.	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	51956.28A	 	
Amendment
	 	 	 	7/11/79 
79-759179

DOC
	 	Mary Weisel Newton,

et al.	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	51956.51	 	
ROW
	 	 	 	5/18/64 M1523/9

Torrens
	 	J. B. Hickey, et al.	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52024.224	 	
License
	 	 	 	8/11/69
	 	Southern California

Edison	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	502	 	
ROW
	 	2/22/08
	 	39795
	 	Industrial Oil CO
	 	5
	 	601
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52538	 	
License
	 	11/9/23
	 	11/10/27 UNREC
	 	Associated Oil
	 	21	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
ROW
	 	4/8/63
	 	4/19/63 6515/482
	 	Pacific Lighting

Gas Supply Co.
	 	7
	 	N/A (31.7)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
ROW
	 	2/13/65
	 	2/23/65 7422/249
	 	Pacific Lighting

Gas Supply Co.
	 	8
	 	317
	 	 	 	 	 	 	 	 	 	 	 	 	 
	5254	 	
ROW
	 	 	 	5/17/2001 58/365

Deeds
	 	Brea Canon Oil CO.
	 	22
	 	602
	 	 	 	 	 	 	 	 	 	 	 	 	 
	5254A	 	
ROW
	 	 	 	4/28/1930 382/44 OR
	 	Brea Canon Oil CO.
	 	23
	 	602
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52589	 	
ROW
	 	 	 	11/10/1927 104/65 OR
	 	Gaston A Bastanchury
	 	30	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52854	 	
ROW
	 	 	 	7/12/1928 172/314 OR
	 	Crown of the Valley

Oil Company
	 	34
	 	609
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52885	 	
Consent
	 	4/7/25
	 	4/7/25
	 	Shell Oil CO.
	 	35
	 	610
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52885.1	 	
License
	 	7/10/51
	 	7/11/55 UNREC
	 	Shell Oil CO.
	 	36
	 	610
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52956	 	
ROW
	 	 	 	2/13/1929 243/294 OR
	 	Crown of the Valley

Oil Company
	 	40
	 	611
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52956.1	 	
ROW
	 	 	 	4/13/1988 3030/34 OR
	 	Crown of the Valley

Oil Company
	 	41
	 	611
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52956.2	 	
Consent
	 	7/10/51
	 	7/10/51
	 	Shell Oil CO
	 	42
	 	611
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52980	 	
License
	 	4/7/25
	 	4/8/1929 UNREC
	 	W B Scott

Investment Company
	 	43
	 	612
	 	 	 	 	 	 	 	 	 	 	 	 	 
	52980.1	 	
ROW
	 	 	 	4/28/1955 3047/183

OR
	 	W B Scott

Investment Company
	 	44
	 	612






Exhibit G
Page 1 of 13






Table of Contents





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	 	Schedule 1.1 (c)	 	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	 	Order #	 	 	#’s
	
	 	
	 	
	 	
	 	
	 	 	
	 	 	

	52980.2	 	
Consent
	 	7/10/51
	 	7/11/1955 UNREC
	 	Shell Oil CO.
	 	 	45	 	 	612
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53486	 	
ROW
	 	 	 	3/16/32 547/78 OR
	 	Bernard Arroues,

Et ux
	 	 	46	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5363	 	
ROW
	 	 	 	1/7/1900 49/49 Deeds
	 	Stearns Ranchos Co
	 	 	47	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53641.101	 	
Permit
	 	10/18/61
	 	22572
	 	Pacific Telephone &

Telegraph Company
	 	 	48	 	 	613
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53641.113	 	
Permit
	 	3/8/72
	 	26366
	 	Pacific Telephone &

Telegraph Company
	 	 	50	 	 	613
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755	 	
Easement
	 	 	 	9/27/43 1215/34 OR
	 	Anaheim Union Water

Company
	 	 	52	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.2	 	
Mod.
	 	 	 	6/7/49 1855/8 OR
	 	Anaheim Union Water

Company
	 	 	53	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.3	 	
Mod.
	 	 	 	9/23/66 8057/221 OR
	 	Anaheim Union Water

Company
	 	 	54	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.4	 	
Easement
	 	 	 	1/7/71 9512/924 OR
	 	State of California
	 	 	55	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.5	 	
Easement
	 	 	 	11/18/71 9892/217 OR
	 	State of California
	 	 	56	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.6	 	
QC
	 	 	 	5/22/72 10136/654 OR
	 	UNOCAL
	 	 	57	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.7	 	
ROW
	 	 	 	9/26/72 10343/735 OR
	 	Anaheim Union Water

Company
	 	 	58	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.8	 	
Assignment
	 	 	 	11/29/72 10465/69 OR
	 	Continental Mobile

Housing, Inc.
	 	 	59	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53755.9	 	
QC
	 	 	 	11/1/73 10974/92 OR
	 	UNOCAL
	 	 	60	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54088.31	 	
License
	 	12/1/62
	 	22981
	 	Shell Oil CO.
	 	 	62	 	 	615
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54186.3	 	
Replacement ROW
	 	 	 	9/25/72 10431/871 OR
	 	Meredith Co. Et al
	 	 	63	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54261.7	 	
ROW
	 	 	 	11/12/70 9458/915 OR
	 	Galy Construction

Corp
	 	 	64	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54287	 	
Deed
	 	 	 	8/16/43 1200/396 OR
	 	Everett M Reese,

ET UX
	 	 	66	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54326.2	 	
ROW
	 	 	 	7/24/47 1533/390 OR
	 	Hubert C. Ferry
	 	 	67	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54327.46	 	
License
	 	 	 	12/15/76
	 	General Telephone

Co.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54339	 	
ROW
	 	 	 	3/2/43 1183/525 OR
	 	Tide Water

Associated Oil

Company
	 	 	69	 	 	 




Exhibit G
Page 2 of 13






Table of Contents






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	 	Schedule 1.1 (c)	 	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	 	Order#	 	 	#’s
	
	 	
	 	
	 	
	 	
	 	 	
	 	 	

	54342	 	
AGRMT
	 	2/17/39
	 	2/18/43 UNREC
	 	General Petroleum
	 	 	70	 	 	617
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54344	 	
Easement
	 	4/1/39
	 	14336
	 	USA, Department

of WAR
	 	 	71	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54345	 	
ROW
	 	 	 	3/1/43 1148/489 OR
	 	Anaheim Union Water

Company
	 	 	72	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54368	 	
ROW
	 	 	 	8/11/44 1266/313 OR
	 	HM Bergen, ET AL
	 	 	73	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54480	 	
Deed
	 	 	 	1/5/46 283/496 OR
	 	Everett M Reese,

ET UX
	 	 	74	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54499	 	
ROW
	 	 	 	4/17/46 1424/3 OR
	 	Brea Homes Inc.
	 	 	75	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54507	 	
ROW
	 	 	 	1/23/11 195/212

Deeds
	 	Pacific Electric

Land C
	 	 	76	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54605	 	
License
	 	8/20/43
	 	15938
	 	Shell Oil
	 	 	77	 	 	618
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779	 	
ROW
	 	 	 	12/15/49 1945/23 OR
	 	M J Jackson
	 	 	78	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779.1	 	
ROW
	 	 	 	4/2/47 1517/196 OR
	 	Brea Homes Inc.
	 	 	79	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779.2	 	
ROW
	 	 	 	1/4/60 5044/483 OR
	 	M K Rivtcel
	 	 	80	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54779.3	 	
ROW
	 	 	 	4/2/47 1517/196 OR
	 	Brea Homes Inc.
	 	 	81	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54855	 	
ROW
	 	7/23/46
	 	17006
	 	Stem Realty Company
	 	 	82	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54855.4	 	
License
	 	9/21/61
	 	22545
	 	Stem Realty Company
	 	 	83	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55088	 	
ROW
	 	 	 	8/13/52 2369/185 OR
	 	City of Brea
	 	 	84	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55156	 	
ROW
	 	 	 	7/3/53 42131/30 OR
	 	W. R. Rowland Land

Co.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55251	 	
ROW
	 	 	 	1/28/54 2659/60 OR
	 	Continental

Mausoleum Company
	 	 	85	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	553.3	 	
ROW
	 	 	 	2/26/49 Unrecorded
	 	Tide Water

Associated Oil Co.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55468	 	
ROW
	 	 	 	2/1/1955 3261/312 OR
	 	City of Fullerton
	 	 	87	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56267	 	
License
	 	3/29/53
	 	3-30-57 UNREC
	 	Tide Water

Associated Oil

Company
	 	 	89	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56365	 	
ROW
	 	6/21/55
	 	20261
	 	Roseglen

Construction Inc.
	 	 	90	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56627	 	
License
	 	7/5/71
	 	22467
	 	Humble Oil &

Refining
	 	 	93	 	 	620
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56671	 	
Sales & Assign.
	 	 	 	4/19/63 6515/482 OR
	 	Pacific Lighting

Gas Supply Co.
	 	 	94	 	 	621




Exhibit G
Page 3 of 13






Table of Contents






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	 	Schedule 1.1 (c)	 	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	 	Order#	 	 	#’s
	
	 	
	 	
	 	
	 	
	 	 	
	 	 	

	56672	 	
ROW
	 	 	 	3/24/37 872/421 OR
	 	Brea Canon Oil
	 	 	95	 	 	622
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56673	 	
ROW
	 	 	 	10/16/40 1048/369 OR
	 	Brea Canon Oil
	 	 	96	 	 	623
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56674	 	
ROW
	 	 	 	3/4/63 6451/794 OR
	 	Brea Canon Oil
	 	 	97	 	 	624
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56712	 	
Easement
	 	 	 	4/21/64 7012/89 OR
	 	State of

California, Dept.

of Parks and

Recreation	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56712.1	 	
Amendment
	 	 	 	6/25/64 7104/498 OR
	 	State of

California, Dept.

of Parks and

Recreation	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56726.9	 	
Amendment of Lease
	 	 	 	5/1/95
	 	City of Huntington

Beach	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56764	 	
License
	 	 	 	3/19/65
	 	Southern California

Edison	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56806	 	
ROW
	 	 	 	5/26/65 7533/988 OR
	 	G. A. Ryness & V.K.

Smith Partners	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56807	 	
ROW
	 	 	 	3/23/65 7455/829 OR
	 	UNOCAL
	 	 	104	 	 	629
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56916.1	 	
Permit
	 	8/10/62
	 	8/11/66 UNREC
	 	Orange County Flood

Control District
	 	 	107	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57030	 	
ROW
	 	 	 	1/29/66 8532/241 OR
	 	Loma Vista Memorial

Park
	 	 	108	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57136	 	
ROW
	 	 	 	5/26/69 8968/184 OR
	 	Sterling Homes
	 	 	109	 	 	725
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57193	 	
ROW
	 	 	 	1/15/70 9194/391 OR
	 	Rancho Mesa

Fullerton
	 	 	110	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57241	 	
Easement
	 	 	 	9/30/70 451/102 OR
	 	State of California
	 	 	112	 	 	630
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57349.1	 	
ROW
	 	 	 	5/11/93 10692/660 OR
	 	Albertson’s Inc.
	 	 	113	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57353	 	
ROW
	 	 	 	7/27/72 10290/314 OR
	 	D V Home, ET AL
	 	 	115	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57354	 	
ROW
	 	 	 	7/20/72 10290/314 OR
	 	A A McLern, et ux
	 	 	116	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57438	 	
ROW
	 	 	 	6/20/74 11189/1214

OR
	 	David V. & Mary W.

Homme
	 	 	118	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57595	 	
ROW
	 	 	 	3/16/77 12106/802 OR
	 	Moreland Develop C
	 	 	123	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57595.1	 	
ROW
	 	 	 	6/8/77 12233/501 OR
	 	Moreland Develop C
	 	 	124	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57633.1	 	
ROW
	 	 	 	7/24/78 1269/1868 OR
	 	IPS, A General

Partnshp
	 	 	125	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57667	 	
ROW
	 	 	 	12/14/79 13437/789

OR
	 	Moreland Develop C
	 	 	126	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57696	 	
ROW
	 	 	 	10/2/75 11527/1604

OR
	 	Kaiser Aetna
	 	 	127	 	 	 




Exhibit G
Page 4 of 13






Table of Contents





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	 	Schedule 1.1 (c)	 	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	 	Order#	 	 	#’s
	
	 	
	 	
	 	
	 	
	 	 	
	 	 	

	57848	 	
Grant of Easement
	 	 	 	11/24/86 86/619178

OR
	 	Fairway Associates
	 	 	129	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57875	 	
AGRMT
	 	 	 	30888
	 	William Lyon C
	 	 	131	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57876.1	 	
ROW
	 	 	 	4/23/90 90/211415

DOC
	 	R D Battaglia
	 	 	132	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57879	 	
Encroach License
	 	10/9/84
	 	10/10/88 UNREC
	 	City of Fullerton
	 	 	133	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57879.2	 	
EXT. of License
	 	6/10/89
	 	6/11/93 UNREC
	 	City of Fullerton
	 	 	134	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57981	 	
ROW
	 	 	 	11/2/89 80-59276 DOC
	 	Sanitation, Inc.
	 	 	136	 	 	500
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58049	 	
ROW
	 	 	 	1/25/93 93-054367

DOC
	 	Sanitation, Inc
	 	 	137	 	 	500
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61407.2	 	
Easement
	 	 	 	3/27/63 6483/844 OR
	 	UNOCAL
	 	 	138	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61407.3	 	
Easement
	 	 	 	3/11/64 6958/820 OR
	 	UNOCAL
	 	 	139	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62528	 	 	 	 	 	6/23/54 2755/502 OR
	 	UNOCAL
	 	 	140	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62606	 	 	 	 	 	4/30/58 4263/530 OR
	 	UNOCAL
	 	 	141	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63219	 	
Easement
	 	 	 	2/26/60 5119/488 OR
	 	UNOCAL
	 	 	142	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63283.2	 	
Easement
	 	 	 	10/10/62 6279/75 OR
	 	UNOCAL
	 	 	143	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63510.1	 	
Easement
	 	 	 	6/22/64 7098/211 OR
	 	UNOCAL
	 	 	144	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68244.1	 	
Easement
	 	 	 	5/4/61 5712/97 OR
	 	UNOCAL
	 	 	146	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68809	 	
Consent
	 	 	 	6/23/27 60/371 OR
	 	UNOCAL
	 	 	149	 	 	729
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68810	 	
Consent
	 	 	 	6/23/27 57/412 OR
	 	UNOCAL
	 	 	150	 	 	730
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68853	 	
ROW
	 	 	 	8/24/45 1331/351 OR
	 	UNOCAL
	 	 	151	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68853.1	 	
ROAD DEED
	 	 	 	1/25/44 1232/308 OR
	 	UNOCAL
	 	 	152	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68853.2	 	
ROAD DEED
	 	 	 	11/12/48 1728/222 OR
	 	UNOCAL
	 	 	153	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(B)	 	
Deed
	 	 	 	8/18/64 7182/490 OR
	 	UNOCAL
	 	 	154	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70483(C)	 	
Deed
	 	 	 	8/18/64 7182/484 OR
	 	UNOCAL
	 	 	155	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(E)	 	
Mod.
	 	 	 	10/19/64 7264/496 OR
	 	UNOCAL
	 	 	156	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7048.3(F)	 	
Mod.
	 	 	 	10/19/64 7264/500 OR
	 	UNOCAL
	 	 	157	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.35	 	
Deed
	 	 	 	5/21/58 4291/396 OR
	 	UNOCAL
	 	 	159	 	 	 




Exhibit G
Page 5 of 13






Table of Contents






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	 	Schedule 1.1 (c)	 	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	 	Order#	 	 	#’s
	
	 	
	 	
	 	
	 	
	 	 	
	 	 	

	7070.44	 	
ROW
	 	 	 	1/17/64 
6886/922 OR
	 	UNOCAL
	 	 	160	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.45	 	
ROW
	 	 	 	12/31/63 6866/922 OR
	 	UNOCAL
	 	 	161	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.55	 	
Deed
	 	 	 	4/23/73 10657/211 OR
	 	UNOCAL
	 	 	162	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.57	 	
Deed
	 	 	 	10/31/73 10989/880
OR
	 	UNOCAL
	 	 	163	 	 	 
	
7070.63	 	
Grant Deed
	 	 	 	4/1/75 
11368/841
OR
	 	UNOCAL
	 	 	165	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7070.72	 	
Deed
	 	 	 	12/5/80 13861/1303
OR
	 	UNOCAL
	 	 	166	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7176.19	 	
Deed
	 	 	 	12/28/73 11044/678
OR
	 	UNOCAL
	 	 	168	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7176.2	 	
Deed
	 	 	 	11/15/47 1599/131 OR
	 	UNOCAL
	 	 	169	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R1	 	
AGRMT
	 	8/28/51
	 	18868
	 	Shell Oil to West

Coast Refining
	 	 	172	 	 	640
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R11	 	
ROW
	 	10/11/56
	 	20739
	 	Chanslor-Western to
West Coast Refining
	 	 	173	 	 	641
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R11	 	
ROW
	 	8/25/55
	 	20326
	 	Shell Oil C to West
Coast Refining
	 	 	174	 	 	642
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R20	 	
License
	 	7/31/51
	 	18840
	 	UNOCAL
	 	 	177	 	 	643
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	XR7390-R5	 	

License
	 	3/27/26
	 	9583
	 	Pacific Electric

Railway
	 	 	185	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
ROW
	 	 	 	5-15-97 Document
No.
19970226200
	 	UNOCAL to NUEVO
	 	 	A	 	 	666
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
Deed
	 	8/9/98
	 	8-14-98 1998-0533265
	 	UNOCAL to NUEVO
	 	 	A	 	 	736
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105919	 	
Deed
	 	12/20/98
	 	2-11-99 Doc. No.

105919
	 	CALPAC REMEDIATION

CO & UNOCAL etal to
NUEVO
	 	 	A	 	 	737
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105919	 	
Deed
	 	12/20/98
	 	2-11-99 Doc. No.

105919
	 	CALPAC REMEDIATION

CO & UNOCAL etal to
NUEVO
	 	 	A	 	 	737
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19990774980	 	
Easement & Agreement
	 	 	 	11/5/1 999 Doc. No.

19990774980
	 	Unocal and Nuevo
	 	 	A	 	 	402
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20020255188	 	
Easement Agree.
	 	4/11/97
	 	3/27/2002 -Document

# 20020255188
	 	VD/FULLERTON

91/AF X & Nuevo
	 	 	A	 	 	403



Exhibit G
Page 6 of 13






Table of Contents






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 (c)	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	Order#	 	#’s
	
	 	
	 	
	 	
	 	
	 	
	 	

	20020255188	 	
Accommodation Agrmt.
	 	11/19/96
	 	11/20/2000-UNRECORDED
	 	UNOCAL,

VD/FULLERTON

104/AF X & Nuevo
	 	A
	 	403.01
	 	 	 	 	 	 	 	 	 	 	 	 	 
	20020365857	 	
Pipe Line &

Powerline

Maintenance

Easement Agrmt
	 	4/11/97
	 	5/1/02 Doc. No.

20020365857
	 	City of Fullerton,

Brietbum,

VD/FULLERTON 91/AF
X & Nuevo
	 	A
	 	403.1
	 	 	 	 	 	 	 	 	 	 	 	 	 
	57995	 	
Amended Easement
	 	7-20-1994
	 	Unrecorded
	 	Sec. of the Army to
NUEVO
	 	A
	 	404
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
Easement
	 	1/15/51
	 	3/15/51 2158/495
	 	UNOCAL	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
Pipeline PSA
	 	4/8/63
	 	4/19/63 6515/482
	 	Pacific Lighting

Gas Supply Company	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
ROW
	 	2/13/65
	 	2/23/65 7422/249
	 	Pacific Lighting

Gas Supply Company	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
Easement
	 	8/23/88
	 	5/9/89 
89-243784
	 	UNOCAL	 	 	 	 



Franchises




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	 	 	 	 	Schedule l.l(c)	 	Green Map
	File Number	 	Document Type	 	Dated	 	Information	 	Grantor	 	Brea ROW List No.	 	 	Order #	 	 	#’s
	
	 	
	 	
	 	
	 	
	 	
	 	 	
	 	 	

	922	 	
Franchise
	 	03/17/1993
	 	unrecorded
	 	Brea City Franchise
	 	 	4	 	 	 	 	 	 	 	600	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-0-119	 	
Franchise
	 	06/01/1999
	 	unrecorded
	 	Placentia City

Franchise
	 	 	4	 	 	 	 	A
	 	 	700	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	**57976	 	
Franchise
	 	06/18/1999
	 	unrecorded
	 	Orange County
	 	 	4	 	 	 	 	A
	 	 	900.1	 




**This Franchise is partially assigned insofar and only insofar as it
pertains to the “Richfield Gathering System.”


Contracts




     (1) The Crude Oil Purchase Agreement between Nuevo Energy Company
and Tosco Corp., d/b/a Tosco Refining Co., dated January 1, 2000; INSOFAR AND
ONLY INSOFAR AS IT APPLIES TO THE PROPERTY INTERESTS.


     (2) Electricity: The Automated Power Exchange Master Service and
Participation Agreement dated June 15, 2000 by and between Automated Power
Exchange, Inc. and Nuevo Energy Company;


Exhibit G
Page 7 of 13










Table of Contents





     (3) The Indenture, as amended, by and between Union Oil Company of
California
and Columbia Oil Producing Company dated February 26, 1901;



     (4) The Surplus Produced Water Agreement between Nuevo Energy Company and
Aera Energy LLC dated December 11, 2001;



     (5) The Water Line Agreement between Union Oil Company of California and
Thompson Drilling Company dated March 29, 1988, as amended;



     (6) The Royalty-Free Oil and Gas Lease between Union Oil Company of
California (“Lessor) and Nuevo Energy Company (“Lessee”) dated effective October
1, 1995;



     (7) The Propane Sales: Contract dated March 1, 2002 by and between Nuevo
and EOTT Energy Operating Limited Partnership.



     (8) Pipeline Easement Agreement dated September 13, 2002 by and between
Union Oil of California and Nuevo Energy Company.



Gas Purchases, Gas Handling and Gas Sales Contracts





	 	 	Gas Purchase, Gas Handling and Gas Sales Contracts
	 
	 	 	As of September 27, 2002, Nuevo is presently taking gas under the
following three contracts:






	(i)	 	Gas Handling and Disposal Agreement dated
effective August 1, 2000 by and between Aera Energy LLC and
Nuevo Energy Company.
	 
	(ii)	 	Gas Compression and Gathering Agreement dated
effective September 1, 2000 by and between Bridgemark
Corporation and Nuevo Energy Company.
	 
	(iii)	 	Gas Handling Agreement dated effective August
1, 1998 by and between Crimson Resource Management Corp. and
Torch Energy Marketing, Inc. (note the preferential right to
purchase gas at Section 6).





     The following contracts appear to be active as of September 27, 2002.
However, Nuevo is not presently taking gas under these contracts.




	(iv)	 	Gas Purchase Agreement dated effective July 1,
1989 by and between Brea Canon Oil Company and Union Oil
Company of California (predecessor-in-interest to Nuevo Energy
Company), as amended October 10, 1994.
	 
	(v)	 	Gas Purchase Agreement dated May 17, 1966 by and
between T&T Oil Company and Union Oil Company of California
(predecessor-in-interest to Nuevo Energy Company), as amended
July 12, 1994.




Exhibit G 



Page 8 of 13









Table of Contents






	(vi)	 	Gas Handling Agreement dated effective October
1, 1998 by and between Union Oil Company of California and
Torch Energy Marketing, Inc.
	 
	(vii)	 	Gas Handling Agreement dated effective February
1, 1994 by and between Saba Petroleum Inc. and Union Oil
Company of California (predecessor-in-interest to Nuevo
Energy Company), as amended October 1, 1997.
	 
	(viii)	 	Gas Handling Agreement and Bill of Sale dated effective
December 29, 1992 by and between Plegel Oil Company and Union
Oil Company of California (predecessor-in-interest to Nuevo
Energy Company), as amended July 1, 1993.
	 
	(ix)	 	Gas Purchase Agreement dated effective August 1,
1998 by and between Texaco Producing Inc. and Union Oil of
California (predecessor-in-interest to Nuevo Energy Company),
as amended by letter dated July 8, 1993.
	 
	(x)	 	Gas Purchase Agreement dated effective August 1,
1989 by and between Santa Fe Energy Operating Partners, L.P.
and Union Oil Company of California (predecessor-in-interest
to Nuevo Energy Company), as amended April 20, 1994.






	 	 	The following contract provides for selling gas.






	(xi)	 	Gas Purchase Contract dated effective August 1,
1998 by and between Torch Energy Marketing, Inc. (“Seller”)
and Crimson Resource Management Corp. (“Buyer”).





Miscellaneous Service Contracts: (Immediately Follows)




Exhibit G 



Page 9 of 13









Table of Contents









MISCELLANEOUS
SERVICE
CONTRACTS




	 	 	 	 	 	 	 	 	 	 	 
	VENDOR
	 	ADDRESS
	 	PHONE #
	 	ACCT.OR CUST.#
	 	TYPE OF SERVICE

	Allied Commercial Cleaning

	 	1775 E. Lincoln Ave., #104,
Anaheim, CA 92805
	 	714-284-1178
	 	 	 	 	 	Janitorial Service
	 
	 	 	 	 	 	 	 	 	 	 
	Brea Disposal

	 	1131 North Blue Gum St., Anaheim,
CA 92815
	 	714-238-3300
	 	 	104828	 	 	Trash Service
	 
	 	 	 	 	 	 	 	 	 	 
	Yosemite Waters

	 	601 W. Valencia Dr., Fullerton,
CA 92832
	 	714-870-4022
	 	 	133008	 	 	Water & Cooler Service
	 
	 	 	 	 	 	 	 	 	 	 
	Ionics

	 	7777 Industry Ave., Pico Rivera,
CA 90660
	 	562-942-2200
	 	 	46516	 	 	R/O Water System Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Aramark

	 	P.O. Box 5206, Santa Ana, CA 92704
	 	714-545-4877
	 	 	2903002/2903000	 	 	Mat & Rag Service
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA 91185
	 	800-229-4449
	 	 	OA338
		 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 2151 I.Pasadena, CA 91185
	 	800-229-4449
	 	 	CF812
		 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA 91185
	 	800-229-4449
	 	 	BV665
		 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Praxair

	 	Dept. LA 21511, Pasadena, CA 91185
	 	800-229-4449
	 	 	OA341
		 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Scott Specialty Gases

	 	6141 Easton Rd., Plumsteadville,
PA 18949
	 	215-766-8861
	 	 	83276900	 	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Underground Service Alert

	 	P.O. Box 77070, Corona, CA 92877
	 	909-808-8100
	 	 	NUEVOBRE
		 	USA - Dig Alerts
	 
	 	 	 	 	 	 	 	 	 	 
	Portosan Company

	 	P.O. Box 6006, El Monte, CA 91734
	 	800-638-1233
	 	 	75261	 	 	Septic Rental & Disposal
	 
	 	 	 	 	 	 	 	 	 	 
	Kenneth R. Starr

	 	7701 11th St., Buena Park, Ca
	 	714-522-6550
	 	 	 	 	 	A/C & Refrigeration Maint.
	 
	 	 	 	 	 	 	 	 	 	 
	Schumann Communications

	 	731 South Highway 101 #1C, Solana

Beach, CA 92075
	 	858-794-0794
	 	 	E87129	 	 	Answering Service
	 
	 	 	 	 	 	 	 	 	 	 
	Critco Flow Measurement

	 	P.O. Box 1639, Houston, TX 77251
	 	713-463-7773
	 	 	 	 	 	Gas Chart Calculations
	 
	 	 	 	 	 	 	 	 	 	 
	Federl Express

	 	P.O. Box 1140, Dept. A, Memphis,
TN 38101
	 	800-622-1147
	 	 	2001-3867-8	 	 	Courier Service
	 
	 	 	 	 	 	 	 	 	 	 
	Ace Pump

	 	848-A W. Century, Santa Maria, CA 93455
	 	805-925-7570
	 	 	5500	 	 	Bailer Rental







Exhibit G





Page 10 of 13









Table of Contents






	 	 	 	 	 	 	 	 	 	 	 
	VENDOR
	 	ADDRESS
	 	PHONE #
	 	ACCT. OR CUST.#
	 	TYPE OF SERVICE

	Coast To Coast

	 	8 Vanderbilt, Irvine, Ca 92619
	 	949-457-7300
	 	S/N

 96010212,96010215,


EA621378&JE643420
	 	Fax & Copier Service

Agreements
	 
	 	 	 	 	 	 	 	 	 	 
	Southwest Environments

	 	P. O. Box 1741, Costa Mesa, CA 92628
	 	949-642-2257
	 	NV 
& 
RB
	 	Gardening Service
	 
	 	 	 	 	 	 	 	 	 	 
	United Parcel

	 	P. O. Box 894820, Los Angeles, Ca
90189
	 	800-811-1648
	 	 	X97774	 	 	Courier Service
	 
	 	 	 	 	 	 	 	 	 	 
	Sims Welding Supply

	 	18903 South Main St., Gardena, CA
90248
	 	310-327-6650
	 	 	274153001	 	 	Cylinder Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Culligan Water

	 	502 S. Lyon St., Santa Ana, CA 92701
	 	800-756-6300
	 	 	893425	 	 	Soft Water Service
	 
	 	 	 	 	 	 	 	 	 	 
	Culligan Water

	 	502 S. Lyon St., Santa Ana, CA 92701
	 	800-756-6300
	 	 	893420	 	 	Soft Water Service
	 
	 	 	 	 	 	 	 	 	 	 
	Pitney Bowes Credit Co.

	 	P. O. Box 856460, Louisville, TX
40285
	 	800-572-2624
	 	 	1749598	 	 	Monthly Postage Equipment Rental
	 
	 	 	 	 	 	 	 	 	 	 
	Pitney Bowes Inc.

	 	P.O. Box 856390, Louisville, TX 40285
	 	800-331-7641
	 	 	1642-0723-86-4	 	 	Softguard Rate Protection Plan
	 
	 	 	 	 	 	 	 	 	 	 
	Pitney Bowes Credit Co.

	 	P.O. Box 856390, Louisville, TX 40285
	 	800-331-7641
	 	 	1642-0723-86-4	 	 	Yearly Equip. & Maint.
Services
	 
	 	 	 	 	 	 	 	 	 	 
	UTILITIES
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pacific Bell

	 	Payment Center, Van Nuys, Ca 91388
	 	800-750-2355
	 	714-257-1600-291-S-3182	 	Phone Service
	 
	 	 	 	 	 	 	 	 	 	 
	Pacific Bell

	 	Payment Center, Van Nuys, Ca 91388
	 	800-750-2355
	 	714-529-2118-411-S-2182	 	Phone Service
	 
	 	 	 	 	 	 	 	 	 	 
	City of Brea

	 	1 Civic Center Circle, Brea, CA 92821
	 	714-990-7687
	 	 	22215551	 	 	Fresh Water
	 
	 	 	 	 	 	 	 	 	 	 
	Cable & Wireless

	 	46020 Manekin Plaza, Sterling, VA 20166
	 	800-486-8686
	 	ECA8001224
	 	Long Distance
	 
	 	 	 	 	 	 	 	 	 	 
	Express Tel

	 	P. 31475, Salt Lake City, UT 84131
	 	800-748-4020
	 	 	4-17123-8	 	 	Long Distance
	 
	 	 	 	 	 	 	 	 	 	 
	Southern California

Edison

	 	P. O. Box 600, Rosemead, Ca 91771
	 	800-990-7788
	 	 	2-05-020-3389	 	 	Electricity
	 
	 	 	 	 	 	 	 	 	 	 
	Southern California

Edison

	 	P. O. Box 600, Rosemead, Ca 91772
	 	800-990-7789
	 	 	2-20-253-3527	 	 	Electricity
	 
	 	 	 	 	 	 	 	 	 	 
	Southern California

Edison

	 	P. O. Box 600, Rosemead, Ca 91773
	 	800-990-7790
	 	 	3-020-0006-69	 	 	Electricity







Exhibit G 



Page 11 of 13









Table of Contents






Permits and Plans for Brea Olinda Field:





	•	 	South Coast Air Quality Management District Facility Permit ID#109198






	 	 	Facility Description Covered in Permit





	 	 	 	 	 
	 	 	Process 1: Crude Oil/Gas/Water Separation
	

	 	 	 	Tonner Canyon Tank Farm
	

	 	 	 	East Naranjal Tank Farm
	

	 	 	 	Crude Oil/Gas/Water Separation
	 
	 	 	 	 
	 	 	Process 2: Natural Gas
Processing – Stearns Gas Plant
	

	 	 	 	Field Compression
	

	 	 	 	Compression Unit
	

	 	 	 	Process Unit
	

	 	 	 	Process Heating System
	

	 	 	 	Refrigeration Unit
	

	 	 	 	Glycol Regeneration and Stabilization
	

	 	 	 	Odorant system – Sales Gas
	

	 	 	 	Propane Extraction System
	 
	 	 	 	 
	 	 	Process 3: Internal Combustion Engines
	 	 	Process 4: Storage and Loading
	 	 	Process 5: Flare System
	 	 	Process 6: Vapor Recovery and Drain System
	 	 	Process 7: Fugitive Emission Sources
	 	 	Process 8: R219 Exempt Equipment Subject to a Source Specific Rule
	

	 	 
	 	 
	

	 	Title V	 	 








	•	 	Industrial Wastewater Discharge Permit No. 2-1-181

     Permit good until December 31, 2002 at which time it needs to be renewed.
	 
	•	 	Spill Prevention Control and Countermeasure Plan (SPCC) for Stearns Plant.
	 
	•	 	Spill Prevention Control and Countermeasure Plan (SPCC) for Brea Olinda Field.
	 
	•	 	Business Emergency Plan and Hazardous Materials Disclosure
– Brea Lease
	 
	•	 	Miscellaneous Pressure Vessels located in the Field and Plant Permits
	 
	•	 	Pending Permits for the H2S Scrubber and to move the East Naranjai Tank Farm.




Exhibit G 



Page 12 of 13









Table of Contents






	•	 	Emergency Response Plans for the following systems:
      East Coyote
Gas Gathering Pipeline
      Richfield to East Coyote Gas Gathering
Pipeline
     Sansinena Gas Gathering Pipeline




Exhibit G 



Page 13 of 13









Table of Contents





EXHIBIT G-l




NON-EXCLUSIVE RIGHTS-OF-WAY AND CONTRACTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 	 	 	 	 
	 	 	 	 	 	 	Recording	 	 	 	Schedule 1.1 ( c )	 	Green Map
	File Number
	 	Document Type
	 	Dated
	 	Information
	 	Grantor
	 	Order #
	 	#’s

	57534

	 	ASSIGN BILL

 OF SALE
	 	5/12/71
	 	5/13/75 

11410/1929

OR
	 	Waste “Water


Disposal Company
	 	 	119	 	 	 	504	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57862.2

	 	Easement Agree.
	 	 	 	8/7/89

 60/368 OR
	 	Kjaemer Imperial
Associates to
UNOCAL
	 	 	130	 	 	 	507	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65186

	 	ROW
	 	10/14/92
	 	12/18/1996 Doc. No.
19960637286
	 	UNOCAL to NUEVO
	 	 	A	 	 	 	506	 







     (1) Agreement between adjacent Landowners dated effective as of October
9, 2001 by and between Nuevo and Brea Walden, LLC.



     (2) “Asset Purchase Agreement” dated February 16, 1996 by and among
Union Oil Company of California, Union California Pipeline Company and Nuevo
Energy Company, to the
extent previously described in the Agreement at Section 5.32.



     (3) “Acquisition and Settlement Agreement” entered into as of July 23,
2002, by and
between Union Oil Company of California and Nuevo, together with all
subsequent agreements
required thereunder, insofar as such Acquisition and Settlement
Agreement pertains to the
Property Interests.



     (4) “Acquisition Agreement” entered into July 29, 2002, by and between
Union Oil
Company of California and Nuevo, together with all subsequent agreements
required thereunder,
insofar as such Acquisition Agreement pertains to the Property
Interests.



     (5) That certain “Corridor Easement” described in Item C and that
certain “Street
Easement” described in Item D in that certain Grant Deed dated October
3, 2001 by and between
Nuevo and Brea Walden, LLC, recorded October 9, 2001 as Instrument No.
20010710856 in the
Official Records of Orange County, California.



1









Table of Contents





     (6) Waste Water Line Agreements:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Waste	 	 	 	 	 	 	 	 
	 	 	 	 	Water	 	 	 	 	 	 	 	 
	 	 	 	 	Co.	 	 	 	 	 	 	 	 
	 	 	 	 	File	 	 	 	Document	 	 	 	 
	Dated
	 	Recorded
	 	No.
	 	Book/Page
	 	Number
	 	Doc. Type
	 	Grantor

	5/1/1974

	 	11/5/1974
	 	 	 	11280/1845
	 	 	3078	 	 	Assign & Bill of
Sale
	 	Waste Water

Disposal Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/1/1995

	 	4/10/1996
	 	 	 	 	 	Recorder No.


19960175928
	 	Deed & Bill of Sale
and Assign.
	 	Unocal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/2/1955

	 	3/8/1956
	 	U-ll
	 	3430/504
	 	Unocal File
No.61987.3-

Recorder
No. 35165
	 	ROW
	 	Unocal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/25/1956

	 	5/1/1956
	 	 	 	3493/528
	 	Unocal File
No.


61987.47
	 	Q.C. Deed
	 	Waste Water

Disposal Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/15/1996

	 	 	 	 	 	 	 	Unocal File No.
65186
	 	ROW
	 	Unocal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/7/1989

	 	8/17/1989
	 	 	 	 	 	Recorder
No.

89-437991-

Unocal
File No.

 56862.2
	 	Easement Agreement
	 	Kraemer Imperial

Associates
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/2/1971

	 	No
	 	U-13
	 	 	 	Unocal File No.
68869.3
	 	ROW
	 	Unocal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/10/1928

	 	No
	 	U-14
	 	 	 	 	 	 	 	ROW
	 	West Coast Oil Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/1/1978

	 	 	 	 	 	 	 	Unocal File
No.


57635 – ROW Green
Map No. 

633
	 	ROW
	 	E.H. Associates








2










Table of Contents






EXHIBIT H




Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Spud
	 	Compl.
	 	Status

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	STEARNS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stearns 9
	 	 	059-06952	 	 	 	7/24/00	 	 	 	7/9/01	 	 	SI
	Stearns 12
	 	 	059-06955	 	 	 	6/4/00	 	 	 	8/10/01	 	 	Prod
	Stearns 13
	 	 	059-06956	 	 	 	1/26/01	 	 	 	7/17/01	 	 	Prod
	Stearns 14
	 	 	059-06957	 	 	 	11/8/00	 	 	 	1/1/01	 	 	SI
	Stearns 15
	 	 	059-06958	 	 	 	1/3/01	 	 	 	3/8/01	 	 	SI
	Stearns 18
	 	 	059-06961	 	 	 	8/1/01	 	 	 	10/18/01	 	 	SI
	Stearns 21
	 	 	059-06964	 	 	 	5/22/01	 	 	 	7/15/01	 	 	SI
	Stearns 26
	 	 	059-06969	 	 	 	9/25/02	 	 	 	8/9/03	 	 	SI
	Stearns 27
	 	 	059-06970	 	 	 	4/23/03	 	 	 	7/10/03	 	 	SI
	Stearns 28
	 	 	059-06971	 	 	 	7/18/03	 	 	 	8/21/03	 	 	SI
	Stearns 29
	 	 	059-06972	 	 	 	8/16/03	 	 	 	10/22/03	 	 	SI
	Stearns 32RD
	 	 	Same	 	 	 	5/2/57	 	 	 	5/19/57	 	 	Prod
	Stearns 33
	 	 	059-07121	 	 	 	8/15/06	 	 	 	9/2/07	 	 	SI
	Stearns 34
	 	 	059-07122	 	 	 	9/4/06	 	 	 	3/2/08	 	 	Prod
	Stearns 36
	 	 	059-07124	 	 	 	7/27/14	 	 	 	8/22/14	 	 	SI
	Stearns 37
	 	 	059-07125	 	 	 	7/23/07	 	 	 	8/20/08	 	 	Prod
	Stearns 38
	 	 	059-07682	 	 	 	9/23/08	 	 	 	7/27/09	 	 	SI
	Stearns 39
	 	 	059-07683	 	 	 	11/5/07	 	 	 	5/19/09	 	 	SI
	Stearns 40
	 	 	059-07684	 	 	 	4/23/08	 	 	 	4/26/09	 	 	SI
	Stearns 45
	 	 	059-07689	 	 	 	1/16/09	 	 	 	11/1/56	 	 	SI
	Stearns 46
	 	 	059-07690	 	 	 	2/22/09	 	 	 	12/5/09	 	 	Prod
	Stearns 50
	 	 	059-07695	 	 	 	8/20/09	 	 	 	4/10/10	 	 	SI
	Stearns 51
	 	 	059-07696	 	 	 	2/9/10	 	 	 	4/23/12	 	 	SI
	Stearns 51A
	 	 	059-00931	 	 	 	9/4/64	 	 	 	9/17/64	 	 	Prod
	Stearns 52
	 	 	059-07697	 	 	 	2/25/10	 	 	 	2/15/13	 	 	Prod
	Stearns 52A
	 	 	059-00932	 	 	 	7/13/64	 	 	 	7/29/64	 	 	SI
	Stearns 53
	 	 	059-07698	 	 	 	8/15/12	 	 	 	1/28/14	 	 	Prod
	Stearns 54
	 	 	059-07699	 	 	 	6/17/14	 	 	 	12/17/15	 	 	SI
	Stearns 55
	 	 	059-07700	 	 	 	3/30/18	 	 	 	11/2/19	 	 	SI
	Stearns 55A
	 	 	059-00933	 	 	 	6/1/63	 	 	 	6/13/63	 	 	SI
	Stearns 57
	 	 	059-07702	 	 	 	11/14/21	 	 	 	5/11/21	 	 	SI
	Stearns 58
	 	 	059-07703	 	 	 	10/14/20	 	 	 	1/31/21	 	 	Prod
	Stearns 59
	 	 	059-07704	 	 	 	6/9/20	 	 	 	10/3/20	 	 	Prod







Exhibit H




Page 1 of 14








Table of Contents









Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Spud
	 	Compl.
	 	Status

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 60
	 	 	059-07705	 	 	 	5/29/20	 	 	 	11/25/20	 	 	Prod
	Stearns 61
	 	 	059- 07706	 	 	 	6/16/20	 	 	 	2/17/21	 	 	RD
	Stearns 61 RD
	 	 	Same	 	 	 	9/7/20	 	 	 	9/18/20	 	 	SI
	Stearns 62
	 	 	059-07707	 	 	 	7/1/20	 	 	 	9/30/20	 	 	RD
	Stearns 62RD
	 	 	Same	 	 	 	6/2/48	 	 	 	6/26/48	 	 	SI
	Stearns 63A
	 	 	059-07709	 	 	 	3/21/49	 	 	 	4/16/49	 	 	Prod
	Stearns 64
	 	 	059-07710	 	 	 	12/20/20	 	 	 	3/9/21	 	 	Prod
	Stearns 65A
	 	 	059-07713	 	 	 	9/11/26	 	 	 	12/30/26	 	 	Prod
	Stearns 66
	 	 	059-07712	 	 	 	1/15/26	 	 	 	8/31/26	 	 	SI
	Stearns 68
	 	 	059-07715	 	 	 	4/22/26	 	 	 	8/29/26	 	 	SI
	Stearns 69
	 	 	059-07716	 	 	 	1/25/27	 	 	 	9/27/27	 	 	Prod
	Stearns 71
	 	 	059-07718	 	 	 	12/20/27	 	 	 	7/8/28	 	 	Prod
	Stearns 72
	 	 	059-06831	 	 	 	6/22/42	 	 	 	7/16/42	 	 	SI
	Stearns 73
	 	 	059-06832	 	 	 	8/8/42	 	 	 	8/27/42	 	 	SI
	Stearns 74
	 	 	059-07719	 	 	 	9/13/42	 	 	 	10/9/42	 	 	Prod
	Stearns 75
	 	 	059-06833	 	 	 	12/30/42	 	 	 	3/12/43	 	 	RD
	Stearns 75RD
	 	 	Same	 	 	 	10/11/93	 	 	 	10/23/93	 	 	Prod
	Stearns 76
	 	 	059-06834	 	 	 	1/28/43	 	 	 	4/24/43	 	 	SI
	Stearns 77
	 	 	059-06835	 	 	 	3/28/43	 	 	 	5/3/43	 	 	SI
	Stearns 78
	 	 	059-06836	 	 	 	5/30/43	 	 	 	6/16/43	 	 	Inject
	Stearns 79
	 	 	059-06837	 	 	 	4/4/57	 	 	 	4/12/57	 	 	Prod
	Stearns 80
	 	 	059-06838	 	 	 	11/25/46	 	 	 	12/27/46	 	 	Prod
	Stearns 81
	 	 	059-06839	 	 	 	5/31/44	 	 	 	6/13/46	 	 	RD
	Stearns 81 RD
	 	 	Same	 	 	 	12/10/63	 	 	 	12/19/63	 	 	Prod
	Stearns 83
	 	 	059-06841	 	 	 	8/21/43	 	 	 	9/25/43	 	 	Prod
	Stearns 84
	 	 	059-06842	 	 	 	12/23/43	 	 	 	  NC	 	 	RD
	Stearns 84RD
	 	 	Same	 	 	 	N/A	 	 	 	3/18/44	 	 	SI
	Stearns 85
	 	 	059-06843	 	 	 	2/8/45	 	 	 	7/14/45	 	 	SI
	Stearns 86
	 	 	059-06844	 	 	 	5/26/44	 	 	 	7/7/44	 	 	Prod
	Stearns 87
	 	 	059-06845	 	 	 	6/23/44	 	 	 	9/4/46	 	 	Prod
	Stearns 88
	 	 	059-06846	 	 	 	6/11/44	 	 	 	9/30/46	 	 	Prod
	Stearns 89
	 	 	059-00044	 	 	 	10/4/46	 	 	 	10/24/46	 	 	Prod
	Stearns 90
	 	 	059-06847	 	 	 	12/5/60	 	 	 	12/17/60	 	 	Prod
	Stearns 91
	 	 	059-06848	 	 	 	10/28/46	 	 	 	11/21/46	 	 	Prod
	Stearns 93
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	N.D.	 
	Stearns 94
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	N.D.	 







Exhibit H





Page 2 of 14








Table of Contents








Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Spud
	 	Compl.
	 	Status

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 95
	 	 	059-06849	 	 	 	1/2/47	 	 	 	1/12/47	 	 	SI
	Stearns 96
	 	 	059-06850	 	 	 	12/18/46	 	 	 	12/30/46	 	 	SI
	Stearns 97
	 	 	059-06855	 	 	 	1/15/47	 	 	 	1/23/47	 	 	SI
	Stearns 98
	 	 	059-06856	 	 	 	11/8/46	 	 	 	11/22/46	 	 	SI
	Stearns 99
	 	 	059-06857	 	 	 	7/30/47	 	 	 	8/17/47	 	 	Inject
	Stearns 100
	 	 	059-06858	 	 	 	10/27/47	 	 	 	11/23/47	 	 	Prod
	Stearns 101
	 	 	059-06859	 	 	 	3/12/48	 	 	 	4/9/48	 	 	Prod
	Stearns 102
	 	 	059-06860	 	 	 	7/29/48	 	 	 	8/27/48	 	 	SI
	Stearns 103
	 	 	059-07672	 	 	 	9/21/47	 	 	 	11/11/47	 	 	SI
	Stearns 104
	 	 	059-06861	 	 	 	3/23/48	 	 	 	4/16/48	 	 	SI
	Stearns 105
	 	 	059-06862	 	 	 	12/10/47	 	 	 	1/18/48	 	 	SI
	Stearns 106
	 	 	059-06863	 	 	 	2/11/48	 	 	 	4/3/48	 	 	Prod
	Stearns 107
	 	 	059-06864	 	 	 	4/17/48	 	 	 	5/21/48	 	 	SI
	Stearns 108
	 	 	059-06865	 	 	 	5/27/48	 	 	 	6/16/48	 	 	Prod
	Stearns 109
	 	 	059-06866	 	 	 	3/29/49	 	 	 	6/7/49	 	 	SI
	Stearns 110
	 	 	059-06867	 	 	 	9/10/48	 	 	 	10/12/48	 	 	SI
	Stearns 111
	 	 	059-06868	 	 	 	10/30/48	 	 	 	11/29/48	 	 	Prod
	Stearns 112
	 	 	059-06869	 	 	 	10/24/48	 	 	 	11/17/48	 	 	Prod
	Stearns 113
	 	 	059-07673	 	 	 	12/12/48	 	 	 	2/4/49	 	 	Prod
	Stearns 114
	 	 	059-06870	 	 	 	12/12/48	 	 	 	1/8/49	 	 	Prod
	Stearns 116
	 	 	059-06872	 	 	 	6/4/49	 	 	 	6/24/49	 	 	Prod
	Stearns 117
	 	 	059-06873	 	 	 	7/4/49	 	 	 	8/11/49	 	 	SI
	Stearns 118
	 	 	059-06874	 	 	 	4/22/51	 	 	 	5/19/51	 	 	Prod
	Stearns 119
	 	 	059-06875	 	 	 	2/16/52	 	 	 	3/20/52	 	 	Prod
	Stearns 120
	 	 	059-06901	 	 	 	7/9/51	 	 	 	8/5/51	 	 	Prod
	Stearns 121
	 	 	059-06902	 	 	 	9/25/51	 	 	 	10/19/51	 	 	Prod
	Stearns 122
	 	 	059-06903	 	 	 	10/26/51	 	 	 	11/10/51	 	 	Prod
	Stearns 123
	 	 	059-06904	 	 	 	11/29/51	 	 	 	1/10/52	 	 	Prod
	Stearns 124
	 	 	059-06905	 	 	 	3/29/52	 	 	 	4/27/52	 	 	SI
	Stearns 125
	 	 	059-06906	 	 	 	4/29/52	 	 	 	5/18/52	 	 	SI
	Stearns 127
	 	 	059-06908	 	 	 	2/15/53	 	 	 	3/10/53	 	 	Prod
	Stearns 128
	 	 	059-06909	 	 	 	11/14/51	 	 	 	11/24/51	 	 	Prod
	Stearns 129
	 	 	059-06876	 	 	 	5/2/53	 	 	 	5/25/53	 	 	Prod
	Stearns 130
	 	 	059-06877	 	 	 	8/9/53	 	 	 	9/5/53	 	 	Prod
	Stearns 131
	 	 	059-06878	 	 	 	9/9/53	 	 	 	9/14/53	 	 	Prod
	Stearns 132
	 	 	059-06879	 	 	 	8/26/53	 	 	 	9/9/53	 	 	Prod







Exhibit H






Page 3 of 14








Table of Contents









Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Spud
	 	Compl.
	 	Status

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 133
	 	 	059-06880	 	 	 	2/12/54	 	 	 	2/20/54	 	 	Prod
	Stearns 134
	 	 	059-06881	 	 	 	1/24/54	 	 	 	2/11/54	 	 	Prod
	Stearns 135
	 	 	059-06882	 	 	 	9/16/53	 	 	 	9/26/53	 	 	Prod
	Stearns 136
	 	 	059-06883	 	 	 	3/16/54	 	 	 	3/25/54	 	 	Prod
	Stearns 137
	 	 	059-06884	 	 	 	2/23/54	 	 	 	3/11/54	 	 	Prod
	Stearns 138
	 	 	059-06885	 	 	 	3/30/54	 	 	 	4/28/54	 	 	SI
	Stearns 139
	 	 	059-06886	 	 	 	11/6/56	 	 	 	11/19/56	 	 	Prod
	Stearns 140 OH
	 	 	059-06887	 	 	 	11/26/56	 	 	 	NC	 	 	RD
	Stearns 140RD1
	 	 	Same	 	 	 	N/A	 	 	 	NC	 	 	RD
	Stearns 140RD2
	 	 	Same	 	 	 	1/10/57	 	 	 	1/14/57	 	 	SI
	Stearns 141
	 	 	059-06888	 	 	 	12/7/54	 	 	 	12/24/54	 	 	Inject
	Stearns 142
	 	 	059-06889	 	 	 	12/28/54	 	 	 	1/14/55	 	 	Prod
	Stearns 143
	 	 	059-06890	 	 	 	1/16/55	 	 	 	1/23/55	 	 	SI
	Stearns 144
	 	 	059-06891	 	 	 	10/18/56	 	 	 	10/31/56	 	 	Prod
	Stearns 145
	 	 	059-06892	 	 	 	2/14/57	 	 	 	2/23/57	 	 	SI
	Stearns 146
	 	 	059-06893	 	 	 	3/7/57	 	 	 	3/17/57	 	 	SI
	Stearns 147
	 	 	059-06894	 	 	 	3/23/57	 	 	 	3/30/57	 	 	Prod
	Stearns 148
	 	 	059-06895	 	 	 	10/6/57	 	 	 	10/11/57	 	 	SI
	Stearns 149
	 	 	059-06896	 	 	 	1/16/57	 	 	 	2/9/57	 	 	Prod
	Stearns 150
	 	 	059-06897	 	 	 	4/18/57	 	 	 	4/30/57	 	 	Prod
	Stearns 151
	 	 	059-06898	 	 	 	10/29/57	 	 	 	11/9/57	 	 	Prod
	Stearns 152
	 	 	059-06899	 	 	 	5/19/57	 	 	 	5/27/57	 	 	SI
	Stearns 153
	 	 	059-06900	 	 	 	6/23/57	 	 	 	6/30/57	 	 	Prod
	Stearns 154
	 	 	059-06910	 	 	 	6/13/57	 	 	 	6/20/57	 	 	Prod
	Stearns 155
	 	 	059-06911	 	 	 	5/31/57	 	 	 	6/12/57	 	 	Prod
	Stearns 156
	 	 	059-06912	 	 	 	7/22/57	 	 	 	8/1/57	 	 	Prod
	Stearns 157
	 	 	059-06913	 	 	 	7/5/57	 	 	 	7/17/57	 	 	SI
	Stearns 158
	 	 	059-06914	 	 	 	8/24/57	 	 	 	9/3/57	 	 	SI
	Stearns 159
	 	 	059-06915	 	 	 	9/8/57	 	 	 	9/18/57	 	 	Prod
	Stearns 160
	 	 	059-06916	 	 	 	9/20/57	 	 	 	10/8/57	 	 	Prod
	Stearns 161
	 	 	059-06917	 	 	 	8/6/57	 	 	 	8/22/57	 	 	Prod
	Stearns 162 OH
	 	 	059-00934	 	 	 	11/10/57	 	 	 	11/19/57	 	 	RD
	Stearns 162RD
	 	 	Same	 	 	 	9/17/64	 	 	 	10/1/64	 	 	SI
	Stearns 163
	 	 	059-06918	 	 	 	10/16/57	 	 	 	10/24/57	 	 	Prod
	Stearns 164
	 	 	059-06919	 	 	 	3/8/60	 	 	 	3/16/60	 	 	Prod
	Stearns 165
	 	 	059-06920	 	 	 	3/21/60	 	 	 	4/2/60	 	 	Prod







Exhibit H





Page 4 of 14








Table of Contents





Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 166
	 	059-06921	 	 	5/16/60	 	 	 	5/24/60	 	 	Prod
	Stearns 167
	 	059-06922	 	 	11/21/57	 	 	 	11/29/57	 	 	Prod
	Stearns 168
	 	059-06923	 	 	2/20/60	 	 	 	3/2/60	 	 	Inject
	Stearns 169
	 	059-06924	 	 	12/12/57	 	 	 	1/12/58	 	 	Prod
	Stearns 170
	 	059-06925	 	 	6/13/60	 	 	 	6/28/60	 	 	Prod
	Stearns 171
	 	059-06926	 	 	12/19/60	 	 	 	12/29/60	 	 	Prod
	Stearns 172
	 	059-06927	 	 	5/2/60	 	 	 	5/12/60	 	 	Prod
	Stearns 173
	 	059-06928	 	 	5/28/60	 	 	 	6/12/60	 	 	Prod
	Stearns 174
	 	059-06929	 	 	4/6/60	 	 	 	4/26/60	 	 	Prod
	Stearns 175
	 	059-06930	 	 	2/26/60	 	 	 	4/24/60	 	 	Prod
	Stearns 176
	 	059-06931	 	 	7/5/60	 	 	 	7/27/60	 	 	Prod
	Stearns 177
	 	059-06932	 	 	8/1/60	 	 	 	8/23/60	 	 	Prod
	Stearns 178
	 	059-06933	 	 	8/24/60	 	 	 	9/5/60	 	 	Prod
	Stearns 179
	 	059-06934	 	 	1/10/61	 	 	 	1/23/61	 	 	Prod
	Stearns 180
	 	059-06935	 	 	9/6/60	 	 	 	9/20/60	 	 	Prod
	Stearns 181
	 	059-06936	 	 	11/1/60	 	 	 	11/13/60	 	 	Prod
	Stearns 182
	 	059-06937	 	 	10/18/60	 	 	 	10/31/60	 	 	Prod
	Stearns 183
	 	059-06938	 	 	10/6/60	 	 	 	10/17/60	 	 	Prod
	Stearns 184
	 	059-06939	 	 	9/23/60	 	 	 	10/5/60	 	 	Prod
	Stearns 185
	 	059-06940	 	 	8/6/60	 	 	 	9/1/60	 	 	Prod
	Stearns 186
	 	059-06941	 	 	2/21/61	 	 	 	3/7/61	 	 	Prod
	Stearns 187 OH
	 	059-06942	 	 	3/13/61	 	 	 	3/24/61	 	 	N/A
	Stearns 187RD
	 	Same	 	 	3/25/61	 	 	 	4/5/61	 	 	SI
	Stearns 188
	 	059-06943	 	 	12/30/60	 	 	 	1/9/61	 	 	Prod
	Stearns 189
	 	059-06944	 	 	12/25/63	 	 	 	1/9/64	 	 	Prod
	Stearns 190
	 	059-06945	 	 	11/19/63	 	 	 	12/2/63	 	 	Prod
	Stearns 191
	 	059-06946	 	 	1/30/61	 	 	 	2/20/61	 	 	Prod
	Stearns 192
	 	059-06947	 	 	10/14/61	 	 	 	11/3/61	 	 	Prod
	Stearns 193 OH
	 	059-06948	 	 	11/14/60	 	 	 	12/4/60	 	 	RD
	Stearns 193RD
	 	Same	 	 	7/28/73	 	 	 	8/7/73	 	 	SI
	Stearns 194
	 	059-06949	 	 	4/13/61	 	 	 	5/6/61	 	 	Prod
	Stearns 195
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 196
	 	059-06950	 	 	1/2/62	 	 	 	1/15/62	 	 	Prod
	Stearns 197
	 	059-07674	 	 	3/7/64	 	 	 	3/15/64	 	 	SI
	Stearns 198
	 	059-07675	 	 	7/1/63	 	 	 	7/21/63	 	 	Prod
	Stearns 199
	 	059-07853	 	 	10/12/63	 	 	 	10/27/63	 	 	SI







Exhibit H




Page 5 of 14









Table of Contents






Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 200
	 	059-00926	 	 	12/6/63	 	 	 	12/17/63	 	 	SI
	Stearns 201
	 	059-07676	 	 	10/28/63	 	 	 	11/11/63	 	 	SI
	Stearns 202
	 	059-07852	 	 	11/14/64	 	 	 	1/5/65	 	 	SI
	Stearns 203
	 	059-07677	 	 	1/10/64	 	 	 	2/2/64	 	 	Prod
	Stearns 204
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 205
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 206
	 	059-07678	 	 	6/13/64	 	 	 	7/1/64	 	 	Prod
	Stearns 207
	 	059-00935	 	 	3/16/64	 	 	 	4/3/64	 	 	Prod
	Stearns 208
	 	059-07114	 	 	8/8/64	 	 	 	9/2/64	 	 	Prod
	Stearns 209
	 	059-07115	 	 	10/2/64	 	 	 	10/22/64	 	 	Prod
	Stearns 210
	 	059-00936	 	 	11/11/64	 	 	 	11/26/64	 	 	Prod
	Stearns 211
	 	059-07116	 	 	12/24/63	 	 	 	1/27/64	 	 	Prod
	Stearns 212
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 213
	 	059-07117	 	 	7/30/64	 	 	 	9/12/64	 	 	Prod
	Stearns 214
	 	059-07118	 	 	11/28/64	 	 	 	12/19/64	 	 	SI
	Stearns 215
	 	059-07119	 	 	12/21/64	 	 	 	1/15/65	 	 	Prod
	Stearns 216
	 	059-00045	 	 	5/13/65	 	 	 	5/23/65	 	 	SI
	Stearns 217 OH
	 	059-00937	 	 	5/1/65	 	 	 	5/13/65	 	 	RD
	Stearns 217RD1
	 	Same	 	 	1/17/73	 	 	 	1/25/73	 	 	RD
	Stearns 217RD2
	 	Same	 	 	11/21/88	 	 	 	12/10/88	 	 	Prod
	Stearns 218
	 	059-07120	 	 	4/6/65	 	 	 	5/1/65	 	 	Prod
	Stearns 219
	 	059-00046	 	 	12/13/66	 	 	 	1/6/67	 	 	SI
	Stearns 220
	 	059-20072	 	 	10/7/67	 	 	 	10/21/67	 	 	Prod
	Stearns 221
	 	059-20073	 	 	7/25/67	 	 	 	8/8/67	 	 	Prod
	Stearns 222
	 	059-20080	 	 	8/8/67	 	 	 	8/18/67	 	 	Prod
	Stearns 223
	 	059-20081	 	 	8/19/67	 	 	 	8/30/67	 	 	Prod
	Stearns 224
	 	059-20088	 	 	9/1/67	 	 	 	9/12/67	 	 	Prod
	Stearns 225
	 	059-20107	 	 	10/24/67	 	 	 	11/4/67	 	 	Prod
	Stearns 226
	 	059-20133	 	 	2/21/68	 	 	 	3/5/68	 	 	Prod
	Stearns 227
	 	059-20134	 	 	12/21/68	 	 	 	1/7/69	 	 	Prod
	Stearns 228
	 	059-20135	 	 	3/6/68	 	 	 	3/21/68	 	 	Prod
	Stearns 229
	 	059-20136	 	 	4/8/68	 	 	 	4/23/68	 	 	Prod
	Stearns 230
	 	059-20275	 	 	9/16/69	 	 	 	10/14/69	 	 	Prod
	Stearns 231
	 	059-20276	 	 	1/31/69	 	 	 	2/16/69	 	 	Prod
	Stearns 232
	 	059-20277	 	 	11/3/69	 	 	 	12/9/69	 	 	Prod
	Stearns 233
	 	059-20274	 	 	1/7/69	 	 	 	1/28/69	 	 	Prod







Exhibit H




Page 6 of 14









Table of Contents






Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 234
	 	059-20160	 	 	3/22/68	 	 	 	4/7/68	 	 	Prod
	Stearns 235
	 	059-20235	 	 	10/25/68	 	 	 	11/1/68	 	 	Prod
	Stearns 236 OH
	 	059-20310	 	 	3/21/69	 	 	 	3/28/69	 	 	RD
	Stearns 236RD
	 	Same	 	 	3/21/69	 	 	 	4/12/69	 	 	Prod
	Stearns 237
	 	059-20278	 	 	5/28/69	 	 	 	6/12/69	 	 	Prod
	Stearns 238
	 	059-20314	 	 	4/15/69	 	 	 	5/5/69	 	 	Prod
	Stearns 239
	 	059-20315	 	 	5/7/69	 	 	 	5/27/69	 	 	Prod
	Stearns 240
	 	059-20303	 	 	3/4/69	 	 	 	3/19/69	 	 	Prod
	Stearns 241
	 	059-20321	 	 	6/13/69	 	 	 	6/25/69	 	 	Prod
	Stearns 242
	 	059-20322	 	 	6/26/69	 	 	 	7/13/69	 	 	Prod
	Stearns 243
	 	059-20323	 	 	7/14/69	 	 	 	7/29/69	 	 	Prod
	Stearns 244
	 	059-20370	 	 	10/28/69	 	 	 	11/1/69	 	 	Prod
	Stearns 245
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 246
	 	059-20360	 	 	8/11/69	 	 	 	8/29/69	 	 	SI
	Stearns 247
	 	059-20361	 	 	9/2/69	 	 	 	9/14/69	 	 	Prod
	Stearns 248
	 	059-20362	 	 	7/31/69	 	 	 	8/8/69	 	 	Prod
	Stearns 249
	 	059-20371	 	 	10/15/69	 	 	 	10/24/69	 	 	Prod
	Stearns 250
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 251
	 	059-20455	 	 	7/11/70	 	 	 	7/27/70	 	 	Prod
	Stearns 252
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 253
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 254 OH
	 	059-20457	 	 	7/28/70	 	 	 	9/4/70	 	 	RD
	Stearns 254RD
	 	Same	 	 	9/5/70	 	 	 	9/12/70	 	 	Prod
	Stearns 255
	 	059-20436	 	 	4/21/70	 	 	 	4/24/70	 	 	Prod
	Stearns 256
	 	059-20437	 	 	4/15/70	 	 	 	4/20/70	 	 	Prod
	Stearns 257
	 	059-20438	 	 	5/1/70	 	 	 	5/5/70	 	 	SI
	Stearns 258
	 	059-20439	 	 	4/28/70	 	 	 	5/1/70	 	 	Prod
	Stearns 259
	 	059-20450	 	 	5/27/70	 	 	 	6/9/70	 	 	Prod
	Stearns 260
	 	059-20451	 	 	5/6/70	 	 	 	5/26/70	 	 	Prod
	Stearns 261
	 	059-20454	 	 	6/11/70	 	 	 	6/30/70	 	 	Prod
	Stearns 262
	 	059-20521	 	 	9/11/71	 	 	 	9/15/71	 	 	Prod
	Stearns 263
	 	059-20522	 	 	8/31/71	 	 	 	9/3/71	 	 	Prod
	Stearns 264
	 	059-20523	 	 	8/28/71	 	 	 	8/31/71	 	 	SI
	Stearns 265
	 	059-20524	 	 	9/3/71	 	 	 	9/7/71	 	 	SI
	Stearns 266
	 	059-20525	 	 	9/7/71	 	 	 	9/11/71	 	 	SI
	Stearns 267
	 	059-20537	 	 	9/7/71	 	 	 	9/16/71	 	 	SI







Exhibit H




Page 7 of 14









Table of Contents








Brea - Olinda Field: Well Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	Stearns 268
	 	059-20643	 	 	8/12/73	 	 	 	8/21/73	 	 	Prod
	Stearns 269
	 	059-20843	 	 	8/13/76	 	 	 	8/26/76	 	 	SI
	Stearns 270
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 271
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 273
	 	059-21402	 	 	12/12/88	 	 	 	1/15/89	 	 	Prod
	Stearns 274
	 	059-21406	 	 	8/15/89	 	 	 	10/12/89	 	 	Prod
	Stearns 275
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 276
	 	059-21407	 	 	7/22/89	 	 	 	8/21/89	 	 	Prod
	Stearns 277
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 278
	 	 	 	 	 	 	 	 	 	 	 	N.D.
	Stearns 279 OH
	 	059-21497	 	 	3/31/93	 	 	 	4/13/93	 	 	RD
	Stearns 279RD
	 	Same	 	 	4/16/93	 	 	 	4/23/93	 	 	SI
	Stearns 280
	 	059-21529	 	 	10/25/96	 	 	 	12/7/96	 	 	Prod
	Stearns 281
	 	059-21530	 	 	10/4/96	 	 	 	10/23/96	 	 	Prod
	Stearns 282
	 	059-21534	 	 	2/11/97	 	 	 	2/26/97	 	 	Prod
	Stearns 283
	 	059-21531	 	 	12/28/96	 	 	 	1/7/97	 	 	Inject
	Stearns 284
	 	059-21532	 	 	1/9/97	 	 	 	1/21/97	 	 	Inject
	Stearns 285
	 	059-21533	 	 	12/14/96	 	 	 	12/25/96	 	 	Prod
	Stearns 286
	 	059-21535	 	 	1/25/97	 	 	 	2/8/97	 	 	Prod
	Stearns 287
	 	059-21536	 	 	3/22/97	 	 	 	4/3/97	 	 	Inject
	Stearns 288
	 	059-21537	 	 	4/7/97	 	 	 	4/17/97	 	 	Prod
	Stearns 289
	 	059-21538	 	 	3/1/97	 	 	 	3/12/97	 	 	Prod
	Stearns 290
	 	059-21540	 	 	5/24/97	 	 	 	6/11/97	 	 	Inject
	Stearns 291
	 	059-21539	 	 	3/15/97	 	 	 	3/25/97	 	 	Inject
	Stearns 292
	 	059-21541	 	 	4/23/97	 	 	 	5/2/97	 	 	Inject
	Stearns 293
	 	059-21542	 	 	3/27/97	 	 	 	4/15/97	 	 	Inject
	Stearns 294
	 	059-21543	 	 	5/7/97	 	 	 	5/21/97	 	 	Inject
	Stearns 295
	 	059-21544	 	 	6/15/97	 	 	 	8/30/97	 	 	Prod
	Stearns 296
	 	059-21545	 	 	7/2/97	 	 	 	7/17/97	 	 	Prod
	Stearns 297
	 	059-21550	 	 	1/24/98	 	 	 	3/11/98	 	 	Prod
	Stearns 298
	 	059-21551	 	 	1/5/98	 	 	 	2/13/98	 	 	Prod
	Stearns 299
	 	059-21549	 	 	12/15/97	 	 	 	1/17/98	 	 	Prod
	Stearns 301
	 	059-21627	 	 	11/30/01	 	 	 	1/5/02	 	 	Inject
	Stearns 302
	 	059-21629	 	 	11/19/01	 	 	 	1/5/02	 	 	Inject
	Stearns 304
	 	059-21628	 	 	10/29/01	 	 	 	12/3/01	 	 	Prod
	Stearns 309
	 	059-21630	 	 	11/8/01	 	 	 	12/3/01	 	 	Inject







Exhibit H




Page 8 of 14









Table of Contents








P & A LIST




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 	 	 
	Stearns 1
	 	059-07018	 	 	2/8/00	 	 	 	2/10/01	 	 	Abd
	Stearns 2
	 	059-07019	 	 	3/20/00	 	 	 	8/10/00	 	 	Abd
	Stearns 3
	 	059-07020	 	 	3/16/00	 	 	 	6/10/00	 	 	Abd
	Stearns 4
	 	059-07021	 	 	5/30/02	 	 	 	9/4/02	 	 	Abd
	Stearns 5
	 	059-07022	 	 	6/26/00	 	 	 	5/18/01	 	 	Abd
	Stearns 6
	 	059-07023	 	 	5/25/00	 	 	 	4/24/01	 	 	Abd
	Stearns 7
	 	059-07024	 	 	5/25/00	 	 	 	11/5/00	 	 	Abd
	Stearns 8
	 	059-07025	 	 	10/22/00	 	 	 	6/28/01	 	 	Abd
	Stearns 10
	 	059-06953	 	 	1/14/00	 	 	 	8/4/00	 	 	Abd
	Stearns 11
	 	059-06954	 	 	9/19/00	 	 	 	2/3/01	 	 	Abd
	Stearns 16
	 	059-06959	 	 	3/19/01	 	 	 	4/30/01	 	 	Abd
	Stearns 17
	 	059-06960	 	 	3/7/01	 	 	 	10/17/01	 	 	Abd
	Stearns 19
	 	059-06962	 	 	3/15/01	 	 	 	8/22/01	 	 	Abd
	Stearns 20
	 	059-06963	 	 	10/3/01	 	 	 	5/16/02	 	 	Abd
	Stearns 22
	 	059-06965	 	 	4/27/01	 	 	 	9/15/01	 	 	Abd
	Stearns 23
	 	059-06966	 	 	7/1/01	 	 	 	10/1/01	 	 	Abd
	Stearns 24
	 	059-06967	 	 	 	 	 	 	7/25/01	 	 	Abd
	Stearns 25
	 	059-06968	 	 	 	 	 	 	2/15/02	 	 	Abd
	Stearns 30
	 	059-06973	 	 	11/20/03	 	 	 	4/3/04	 	 	Abd
	Stearns 31
	 	059-06974	 	 	11/13/03	 	 	 	7/23/04	 	 	Abd
	Stearns 32
	 	059-06975	 	 	8/28/05	 	 	 	12/14/07	 	 	Abd
	Stearns 35
	 	059-07123	 	 	12/1/06	 	 	 	6/13/07	 	 	Abd
	Stearns 41
	 	059-07685	 	 	3/30/08	 	 	 	6/7/10	 	 	Abd
	Stearns 42
	 	059-07686	 	 	6/12/08	 	 	 	9/14/12	 	 	Abd
	Stearns 43
	 	059-07687	 	 	1/4/09	 	 	 	5/9/11	 	 	Abd
	Stearns 44
	 	059-07688	 	 	8/27/08	 	 	 	8/19/09	 	 	Abd
	Stearns 47A
	 	059-07691	 	 	5/3/09	 	 	 	10/11/09	 	 	Abd
	Stearns 47B
	 	059-07692	 	 	10/20/09	 	 	 	12/31/14	 	 	Abd
	Stearns 48
	 	059-07693	 	 	5/24/09	 	 	 	7/18/10	 	 	Abd
	Stearns 49
	 	059-07694	 	 	3/17/10	 	 	 	12/31/14	 	 	Abd
	Stearns 56
	 	059-07701	 	 	5/14/21	 	 	 	11/18/26	 	 	Abd
	Stearns 63
	 	059-07708	 	 	11/1/20	 	 	 	12/31/20	 	 	Abd
	Stearns 65
	 	059-07711	 	 	2/21/21	 	 	 	5/18/21	 	 	Abd
	Stearns 67
	 	059-07714	 	 	1/27/26	 	 	 	11/24/26	 	 	Abd







Exhibit H




Page 9 of 14









Table of Contents








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 	 	 
	Stearns 70
	 	059-07717	 	 	2/3/27	 	 	 	6/19/27	 	 	Abd
	Stearns 82
	 	059-06840	 	 	3/22/21	 	 	 	Abdn		 	Abd
	Stearns 92
	 	059-01918	 	 	1/2/47	 	 	 	1/23/47	 	 	Abd
	Stearns 115
	 	059-06871	 	 	5/1/49	 	 	 	5/26/49	 	 	Abd
	Stearns 126 OH
	 	059-06907	 	 	3/16/53 NC	 	 	 	 	 	 	Abd
	Stearns 126RD
	 	Same	 	 	N/A	 	 	 	5/1/53	 	 	Abd
	Stearns 272
	 	059-20893	 	 	12/8/77	 	 	 	12/17/77	 	 	Abd
	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 	 	 
	Naranjal 1
	 	059-07083	 	 	7/25/10	 	 	 	2/29/11	 	 	Abd
	Naranjal 2
	 	059-07084	 	 	11/21/10	 	 	 	11/4/11	 	 	Abd
	Naranjal 4
	 	059-07086	 	 	4/9/14	 	 	 	8/26/14	 	 	Abd
	Naranjal 8
	 	059-07090	 	 	2/7/17	 	 	 	10/12/18	 	 	Abd
	Naranjal 10
	 	 	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 10A
	 	059-07092	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 11
	 	059-07093	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 12
	 	 	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 12A
	 	059-07094	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 42
	 	059-07101	 	 	8/13/48	 	 	 	8/20/48	 	 	Abd
	Naranjal 42A
	 	059-00005	 	 	9/23/48	 	 	 	9/30/48	 	 	Abd
	Naranjal 44
	 	059-07103	 	 	8/13/51	 	 	 	9/18/51	 	 	Abd
	Naranjal 50
	 	059-07108	 	 	11/4/54	 	 	 	11/30/54	 	 	Abd
	Naranjal 56
	 	059-20292	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 57
	 	 	 	 	9/16/71	 	 	 	9/26/71	 	 	Abd
	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 	 	 
	Naranjal 3
	 	059-07085	 	 	10/2/12	 	 	 	6/18/15	 	 	Abd
	Naranjal 13
	 	059-07096	 	 	4/13/28	 	 	 	 	 	 	Abd
	Naranjal 31-2
	 	059-05593	 	 	10/15/47	 	 	 	11/15/47	 	 	Abd
	Naranjal 33-3
	 	059-05595	 	 	2/2/48	 	 	 	3/2/48	 	 	Abd
	Naranjal 38-3
	 	059-05599	 	 	6/20/48	 	 	 	7/14/48	 	 	Abd
	Naranjal 40-34
	 	037-16460	 	 	 	 	 	 	 	 	 	Abd
	Naranjal 40-34RD
	 	Same	 	 	10/22/54	 	 	 	11/9/54	 	 	Abd
	Naranjal 43-2
	 	059-07102	 	 	1/12/49	 	 	 	3/7/49	 	 	Abd
	Naranjal 45-2
	 	059-07104	 	 	9/21/51	 	 	 	10/7/51	 	 	Abd







Exhibit H





Page 10 of 14









Table of Contents








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Spud	 	Compl.	 	Status
	 	 	 	 	
	 	
	 	

	Well
	 	API No.
	 	Date
	 	Date
	 	As of 8/8/02

	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 	 	 
	Naranjal 52-3
	 	059-07110	 	 	7/19/60	 	 	 	7/31/60	 	 	Abd
	Naranjal 54-3
	 	059-07112	 	 	7/12/61	 	 	 	9/4/61	 	 	Abd
	Naranjal 67-2
	 	059-20924	 	 	9/27/78	 	 	 	10/3/78	 	 	Abd







Exhibit H




Page 11 of 14









Table of Contents








OBO WELLS




Wells operated by AERA         **Data As of August 1, 2002



This list does not contain well status as we do not operate these wells and we
do not have access to them.


Royalty Interest Only - Subject to Oil & Gas Lease




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Columbia	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Well No.	 	API Number	 	Spud Date	 	Comp Date	 	 	 	Sec.	 	Twnship	 	Range
	1
	 	059-07585	 	 	4/1/01	 	 	 	2/11/02	 	 	647.0	 	8	 	3S	 	9W
	2
	 	059-07586	 	 	6/4/01	 	 	 	5/27/02	 	 	652.0	 	8	 	3S	 	9W
	3
	 	059-07587	 	 	10/29/01	 	 	 	2/7/02	 	 	638.0	 	8	 	3S	 	9W
	4
	 	059-07588	 	 	12/24/01	 	 	 	2/8/02	 	 	589.0	 	8	 	3S	 	9W
	5
	 	059-07589	 	 	12/31/02	 	 	 	2/7/03	 	 	650.0	 	8	 	3S	 	9W
	6
	 	059-07590	 	 	1/28/03	 	 	 	5/2/03	 	 	697.0	 	8	 	3S	 	9W
	7
	 	059-07591	 	 	2/8/03	 	 	 	7/24/03	 	 	624.0	 	8	 	3S	 	9W
	8
	 	059-07592	 	 	9/14/03	 	 	 	1903	 	 	670.0	 	8	 	3S	 	9W
	9
	 	059-07593	 	 	10/10/03	 	 	 	7/30/04	 	 	 	 	8	 	3S	 	9W
	10
	 	059-07594	 	 	10/3/03	 	 	 	1/8/04	 	 	674.0	 	8	 	3S	 	9W
	11
	 	059-07595	 	 	1/8/04	 	 	 	6/8/04	 	 	701.0	 	8	 	3S	 	9W
	12
	 	059-07596	 	 	9/8/04	 	 	 	1/31/05	 	 	656.0	 	8	 	3S	 	9W
	13
	 	059-07597	 	 	10/20/05	 	 	 	12/1/06	 	 	536.0	 	8	 	3S	 	9W
	14
	 	059-07598	 	 	12/20/06	 	 	 	5/12/08	 	 	598.0	 	8	 	3S	 	9W
	15
	 	059-07599	 	 	11/30/06	 	 	 	2/10/08	 	 	551.5	 	8	 	3S	 	9W
	16
	 	059-07600	 	 	1/1/08	 	 	 	6/1/09	 	 	535.7	 	8	 	3S	 	9W
	17
	 	059-07626	 	 	4/24/08	 	 	 	6/22/12	 	 	521.0	 	8	 	3S	 	9W
	18
	 	059-07627	 	 	1/1/08	 	 	 	12/7/09	 	 	521.0	 	8	 	3S	 	9W
	19
	 	059-07628	 	 	1/1/09	 	 	 	3/29/11	 	 	523.0	 	8	 	3S	 	9W
	20
	 	059-07629	 	 	8/12/09	 	 	 	1/11/11	 	 	523.0	 	8	 	3S	 	9W
	21
	 	059-07630	 	 	12/28/08	 	 	 	3/23/12	 	 	533.0	 	8	 	3S	 	9W
	21 RD
	 	059-07630	 	 	4/1/13	 	 	 	2/3/14	 	 	533.0	 	8	 	3S	 	9W
	22
	 	059-07631	 	 	1/19/10	 	 	 	9/1/12	 	 	588.0	 	8	 	3S	 	9W
	23
	 	059-07632	 	 	6/29/12	 	 	 	11/4/12	 	 	547.0	 	8	 	3S	 	9W
	23 RD
	 	059-07632	 	 	11/18/12	 	 	 	2/23/14	 	 	547.0	 	8	 	3S	 	9W
	24
	 	059-07633	 	 	 	 	 	 	 	 	 	 	 	8	 	3S	 	9W
	25
	 	059-17634	 	 	5/8/14	 	 	 	9/3/15	 	 	592.3	 	8	 	3S	 	9W
	26
	 	059-07635	 	 	10/1/15	 	 	 	7/31/17	 	 	644.0	 	8	 	3S	 	9W
	27
	 	059-07636	 	 	2/29/16	 	 	 	2/7/17	 	 	588.0	 	8	 	3S	 	9W
	28
	 	059-07637	 	 	8/16/16	 	 	 	9/14/19	 	 	586.0	 	8	 	3S	 	9W
	29
	 	059-07638	 	 	2/22/17	 	 	 	4/6/18	 	 	537.0	 	8	 	3S	 	9W
	30
	 	059-07639	 	 	9/29/17	 	 	 	12/30/18	 	 	574.0	 	8	 	3S	 	9W
	31
	 	059-07640	 	 	10/8/18	 	 	 	4/20/20	 	 	652.0	 	8	 	3S	 	9W







Exhibit H




Page 12 of 14









Table of Contents






Wells operated by AERA         **Data As of August 1, 2002




This list does not contain well status as we do not operate these wells and
we not have access to them.


Royalty Interest Only - Subject to Oil & Gas Lease




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Columbia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Well No.	 	API Number	 	Spud Date	 	Comp Date	 	 	 	Sec.	 	Twnship	 	Range
	32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

46RD

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

	 	059-07641

059-07642

059-07643

059-07644

059-07645

059-07646

059-07647

059-07648

059-07649

059-07775

059-07776

059-07777

059-07778

059-07779

059-07780

059-07780

059-07781

059-07782

059-07783

059-07784

059-07785

059-07786

059-07787

059-07788

059-07789

059-07790

059-00419

059-07791

059-00420

059-07792

059-00015

059-07793

059-07794

059-00203
	 	 	4/4/19

1/12/20

4/23/20

7/31/20

9/20/20











3/19/59

4/2/59

4/16/59

8/26/59

10/14/59

5/24/60

N/A

4/20/60

10/4/60

6/22/60

10/22/60

11/9/60

6/27/61

6/14/61

6/30/66

6/25/66

7/26/66

12/30/66

6/9/66

8/2/66

8/7/66

1/18/67

6/19/66

8/16/66

1/5/67
	 	 	 	12/16/19

5/8/21

11/20/20

4/7/21

5/7/21










4/1/59

4/16/59

4/29/59

10/11/59

10/28/59

6/20/60

6/24/60

5/22/60

10/25/60

7/4/60

11/17/60

11/17/60

7/17/61

7/5/61

7/10/66

7/10/66

8/9/66

1/11/67

6/30/66

8/6/66

8/23/66

1/28/67

7/1/66

9/3/66

1/16/67
	 	 	660.0

666.0

693.0


709.0


717.0








652.0

533.0


553.0


701.0


656.0


535.0


567.0

567.0


632.0


565.0


542.0


565.0


584.0


524.0


527.0


528.0


537.0


533.0


539.0


553.0


568.0


629.4


629.5


590.0


566.0


574.0
	 	8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8

8
	 	3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S

3S
	 	9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W

9W







Exhibit H




Page 13 of 14









Table of Contents








Wells operated by AERA        **Data As of August 1, 2002


This list does not contain well status as we do not operate these wells and we
do not have access to them.


Royalty Interest Only - Subject to Oil & Gas Lease




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Columbia	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Well No.	 	API Number	 	Spud Date	 	Comp Date	 	 	 	Sec.	 	Twnship	 	Range
	65
	 	059-07656	 	 	7/20/66	 	 	 	8/2/66	 	 	561.0	 	8	 	3S	 	9W
	66
	 	059-00016	 	 	1/11/67	 	 	 	1/24/67	 	 	564.1	 	8	 	3S	 	9W
	68
	 	059-20461	 	 	9/14/70	 	 	 	10/6/70	 	 	525.3	 	8	 	3S	 	9W
	69
	 	059-20492	 	 	1/28/71	 	 	 	2/9/71	 	 	570.0	 	8	 	3S	 	9W
	70
	 	059-20518	 	 	6/7/71	 	 	 	6/24/71	 	 	570.0	 	8	 	3S	 	9W
	72
	 	059-21280	 	 	3/19/85	 	 	 	4/1/85	 	 	545.0	 	8	 	3S	 	9W
	73
	 	059-21319	 	 	11/23/85	 	 	 	1/9/86	 	 	579.0	 	8	 	3S	 	9W
	74
	 	059-21320	 	 	12/8/85	 	 	 	1/18/86	 	 	594.0	 	8	 	3S	 	9W
	75
	 	059-21321	 	 	12/18/85	 	 	 	1/23/86	 	 	588.0	 	8	 	3S	 	9W







Exhibit H





Page 14 of 14










Table of Contents



















Table of Contents





REVISED 2/27/03
2:20 PM




EXHIBIT I TO

PURCHASE AND SALE AGREEMENT

BETWEEN NUEVO AND BLACKSAND PARTNERS, L.P.




MINERAL




PAYMENT AND PERFORMANCE AGREEMENT




WELL ABANDONMENT AND OIL FIELD

ACCOMMODATION PROGRAM AND

OPERATOR/NUEVO IMPROVEMENTS




 









Table of Contents








TABLE OF CONTENTS


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PAGE NO.

	1.

	 	 	 	DEFINITIONS
	 	 	1	 
	

	 	 	1.1	 	 	 	 	PSA
	 	 	1	 
	

	 	 	1.2	 	 	 	 	DEVELOPER
	 	 	1	 
	

	 	 	1.3	 	 	 	 	DEVELOPMENT DECLARATION
	 	 	2	 
	

	 	 	1.4	 	 	 	 	DEVELOPMENT DOCUMENTS
	 	 	2	 
	

	 	 	1.4	 	 	 	 	DEVELOPMENT DOCUMENTS
	 	 	2	 
	

	 	 	1.5	 	 	 	 	REIMBURSEMENT AMOUNTS
	 	 	2	 
	

	 	 	1.6	 	 	 	 	DRE
	 	 	2	 
	

	 	 	1.7	 	 	 	 	PARCEL
	 	 	2	 
	

	 	 	1.8	 	 	 	 	PROGRAM
	 	 	2	 
	

	 	 	1.9	 	 	 	 	UNAVOIDABLE DELAY
	 	 	2	 
	2.

	 	 	 	WELL ABANDONMENT AND OIL FIELD ACCOMMODATION PROGRAM AND
IMPROVEMENTS
	 	2	 
	

	 	 	2.1	 	 	 	 	PROGRAM
	 	 	2	 
	

	 	 	 	2.1.1	 	 	 	Operator’ Surface Facilities
	 	 	3	 
	

	 	 	 	 	 	 	 	2.1.1.1	 	Removal of Surface Facilities
	 	 	3	 
	

	 	 	 	 	 	 	 	2.1.1.2	 	Remediation Responsibilities
	 	 	3	 
	

	 	 	 	2.1.2.	 	 	 	Third Party Easements and Licenses
	 	 	4	 
	

	 	 	 	2.1.3.	 	 	 	On-Site Representative
	 	 	5	 
	

	 	 	 	2.1.4.	 	 	 	Reimbursement
	 	 	5	 
	

	 	 	 	 	 	 	 	2.1.4.1.	 	Reimbursement Plan
	 	 	5	 
	

	 	 	 	 	 	 	 	2.1.4.2.	 	Program Segments and Notices to Proceed
	 	 	5	 
	

	 	 	 	2.1.5.	 	 	 	Anchor Points and Pulling Pads
	 	 	8	 
	

	 	 	 	2.1.6.	 	 	 	Well Vaulting
	 	 	8	 
	

	 	 	 	2.1.7.	 	 	 	Insurance
	 	 	8	 
	

	 	 	 	2.1.8.	 	 	 	Completion of the Program
	 	 	8	 
	

	 	 	 	 	 	 	 	2.1.8.1.	 	Performance by Each Party	 	 	8	 
	

	 	 	 	 	 	 	 	2.1.8.2.	 	Final Acceptance
	 	 	9	 
	

	 	 	 	 	 	 	 	2.1.8.3.	 	Liability Allocation
	 	 	9	 
	

	 	 	 	 	 	 	 	2.1.8.4.	 	Construction Easement
	 	 	10	 
	

	 	 	 	2.1.9.	 	 	 	Developer Option to Purchase Wells
	 	 	10	 
	

	 	 	2.2.	 	 	 	 	THE PROGRAM AND PARTY RESPONSIBILITIES
	 	 	11	 
	

	 	 	 	 	 	 	 	 	I.	 	Post closure-Pre Grading Events
	 	 	11	 
	

	 	 	 	 	 	 	 	 	II.	 	Site Clearing and Site Grading Events Within the Development Areas
	 	 	14	 
	

	 	 	 	 	 	 	 	 	III.	 	Post-Grading Events
	 	 	18	 
	

	 	 	2.3	 	 	 	 	DEVELOPER IMPROVEMENTS AND ADDITIONAL PAYMENTS
	 	 	20	 
	

	 	 	 	2.3.1	 	 	 	Processing Costs
– Employee Costs
	 	 	20	 
	

	 	 	 	2.3.2	 	 	 	Operator Improvements
	 	 	21	 
	

	 	 	 	2.3.3.	 	 	 	Governmental Modifications
	 	 	21	 
	

	 	 	2.4	 	 	 	 	MISCELLANEOUS
	 	 	21	 
	

	 	 	 	2.4.1	 	 	 	Remedies
	 	 	21	 







i









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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PAGE NO.

	

	 	 	 	 	 	 	 	 	 	 	2.4.1.1	 	 	Default/Cure
	 	 	21	 
	

	 	 	 	 	 	 	 	 	 	 	2.4.1.2	 	 	Remedies Cumulative
	 	 	21	 
	

	 	 	 	 	 	 	 	 	 	 	2.4.1.3	 	 	Waiver
	 	 	22	 
	

	 	 	 	 	 	 	2.4.2.	Continuous Operation
	 	 	22	 
	

	 	 	 	 	 	 	2.4.3.	Assignment
	 	 	23	 
	

	 	 	 	 	 	 	2.4.4	Subdivision Maps and Applications
	 	 	23	 
	

	 	 	 	 	 	 	2.4.5.	Captions
	 	 	23	 
	

	 	 	 	 	 	 	2.4.6.	Invalidity of a Provision
	 	 	23	 
	

	 	 	 	 	 	 	2.4.7.	Notices
	 	 	23	 
	

	 	 	 	 	 	 	2.4.8.	Binding Effect
	 	 	25	 
	

	 	 	 	 	 	 	2.4.9.	Further Assurances
	 	 	25	 
	

	 	 	 	 	 	 	2.4.10.	Time of Essence
	 	 	25	 
	

	 	 	 	 	 	 	2.4.12.	Attorneys’ Fees
	 	 	26	 
	

	 	 	 	 	 	 	2.4.13	Payments
	 	 	26	 
	

	 	 	 	 	 	 	2.4.14	Applicable Law
	 	 	26	 








ii










Table of Contents





ATTACHMENTS




	 	 	 
	Attachment 1

	 	LEGAL DESCRIPTION OF LAND
	Attachment 2

	 	LIST OF ENGINEERING FIRMS PER SECTION 2.1.9
	Attachment 3

	 	OIL FIELD RELATED THIRD PARTY
EASEMENTS AND LICENSE – TPEL
	Attachment 4

	 	BREA FIELD DEVELOPMENT ACCOMMODATION PROGRAM







i









Table of Contents






MINERAL


PAYMENT AND PERFORMANCE AGREEMENT




     This Payment and Performance Agreement (“Agreement” or “PAPA”) is made
this      day of      , 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation (“Nuevo”) and BLACKSAND PARTNERS, L.P., a Texas Limited
Partnership (“Operator”). Such entities are hereinafter individually or
collectively referred to as a “Party” or the “Parties.”



PREAMBLE:




     A. Concurrently herewith, Operator has acquired from Nuevo that certain
real
property consisting of mineral interests located in Orange County,
California, more particularly
described on Attachment “1” which is appended hereto and incorporated
herein by this reference
(“Minerals”).



     B. In accordance with the Purchase and Sale Agreement of even date
herewith,
pursuant to which Operator is acquiring the Minerals, the Parties wish to
set forth herein certain
obligations of Operator, Nuevo and Developer (defined below in Section
1.2) regarding the
Program (defined below in Section 2.1) and the construction of other
improvements.



     C. As described herein and in the Development Declaration (defined in
Section 1.3),
Operator has assumed certain obligations with respect to the Program,
which, pursuant to this
Agreement, Nuevo is required to perform.



     NOW, THEREFORE, in consideration of the PREAMBLE and the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, including without
limitation the conveyance of the Minerals to Operator by Nuevo, the Parties
hereby covenant and agree as follows:



     1. Definitions. Unless otherwise expressly provided herein, the following
words and phrases when used in this Agreement shall have the following
meanings; all terms not specifically defined herein shall have the meaning
prescribed for them in the PSA or elsewhere in the Development Documents.



          1.1 PSA. “PSA” or “Purchase and Sale Agreement” shall mean that certain
agreement described in Paragraph “B” of the Preamble to this Agreement.



          1.2 Developer. “Developer” shall mean Nuevo as the initial applicant to
Governmental Agencies for development of the Project or any entity (or
entities collectively or
individually) which subsequently acquires all or any portion of the
surface fee interest in the
Parcel for the purpose of developing all or a portion of the Project, from
and after the effective
date of such acquisition.



1









Table of Contents





          1.3 Development Declaration. “Development Declaration” shall mean that
certain Declaration of Development Covenants, Conditions and Restrictions
encumbering the
Parcel between Nuevo and Operator and recorded as described in the
Repository Instructions.



          1.4 Development Documents. “Development Documents” shall have the
meaning prescribed in the PSA.



          1.5 Final Acceptance. “Final Acceptance” means the date on which
Developer or Operator has delivered an Acceptance Confirmation for those
activities in each
Program Segment set forth in Section 2.1.4.2, after it has conducted a
final inspection of all work
performed by the other or Nuevo in connection with the activity.



          1.6 Reimbursement Amounts. “Reimbursement Amounts” shall have the
meaning given in Section 2.1.4.1. of this Agreement.



          1.7 ORE. “DRE” shall mean the California Department of Real Estate or such
other governmental agency of the State of California which administers the
sale of subdivided
lands pursuant to Sections 11000 et seq. of the California Business and
Professions Code, or any
similar California statute hereinafter enacted.



          1.8 Parcel. “Parcel” shall mean all that certain real property described on
Attachment “1” which is appended hereto and incorporated herein by this
reference, less and
except the Minerals acquired by Operator.



          1.9 Program. “Program” has the meaning set forth in Section 2.1.



          1.10 Unavoidable Delay. “Unavoidable Delay” shall mean any prevention,
delay or stoppage in the completion of a Party’s Work as defined herein
caused by fire,
explosion, unavailability or breakdown of machinery or equipment or by
acts of God, war, riot,
civil insurrection, labor disputes, inability to obtain labor or materials
or reasonable substitutes
therefor, any order, regulation, request or recommendation of a
Governmental Agency, or other
similar matters or causes beyond the reasonable control of the responsible
party other than for
the payment of money; provided, however, that nothing in this Section
shall excuse the
performance of any act rendered difficult solely because of the financial
condition of a party.



     2. Well Abandonment and Oil Field Accommodation Program and Improvements.



          2.1 Program. Nuevo, at no cost and expense to Operator except as may be
expressly provided in this Agreement, shall conduct a well abandonment and oil
field accommodation program for the Parcel composed of those tasks and
activities which are described in this Section 2 and are specifically set out
in Attachment 4 hereto, which, together with those tasks and activities of
Developer described in this Section 2 and specifically set out in Attachment 4
are hereinafter referred to as the “Program.” In connection with the
performance of the Program, Nuevo shall, in the event of conveyance of the
Parcel, enter into an agreement with any successor Developer which will provide
for the performance by Developer of those tasks and activities described in
this Section 2 as Developer’s responsibility. The Program shall



2









Table of Contents





be undertaken with Operator’s cooperation, and in accordance with standards
promulgated at the time of such work by the California Department of
Conservation, Division of Oil, Gas and Geothermal Resources (“CDOGGR”) or such
other governmental agency having jurisdiction over the activity, other legal
and regulatory requirements, as amended from time to time (but such amendment
applicable only to those activities for which Final Acceptance has not been
received), and good oil field practices, all subject to the terms of this
Agreement. Generally, the Program will be accomplished as follows:



               2.1.1 Operator’s Surface Facilities.



                    2.1.1.1 Removal of Surface Facilities and Subsurface
Pipelines. Nuevo shall remove certain of Operator’s surface equipment as
specified in Attachment 4, to the extent and when necessary in accordance with
the applicable Developer Notice to Proceed within the Development Areas and
lands adjacent thereto, including those areas designated for continued oil and
gas operations, to accommodate Developer’s Grading Plan. This will include,
but not be limited to, pumping units, concrete cellars and concrete pads
immediately contiguous to the wellheads, power poles, transformers, manifolds,
test bubbles, compressors, tanks, vessels and above ground pipelines. In
addition, Nuevo shall drain, flush and cap subsurface pipelines, to the extent
and when necessary in accordance with the applicable Developer Notice to
Proceed within the Development Areas and lands adjacent thereto to accommodate
Developer’s Grading Plan. Removal of subsurface pipelines to the extent deemed
necessary or desirable shall be the responsibility of Developer. Prior to
Nuevo’s commencement of work, Operator shall isolate and cease operation of
all equipment and facilities to be removed and shall take such other steps as
are reasonably necessary to allow such removal to be conducted in accordance
with all applicable regulatory requirements and consistent with good oil field
practices. The surface equipment will be removed from such wells, not just
those to be abandoned, to facilitate the grading. Each wellhead will be
surveyed and marked by Operator one (1) time only and Nuevo and Developer will
inspect and approve the markings. After inspection and approval of the well
markings, Developer will be responsible for grading around the well casings
without damaging them. Upon approval of the well markings, Developer shall
proceed in a timely manner and be responsible to pay, and shall be solely
liable for, any and all damage to any wells caused by Developer’s grading
operations.



     The acts or omissions of Developer or Nuevo in accordance with the terms
of this Agreement may not be imputed to Operator unless expressly stated
herein. Developer and Nuevo are each performing their obligations hereunder as
independent contractors and not as a subcontractor or agent of Operator.
Furthermore, the actions or omissions of Operator must be based upon a
specific duty imposed by this Agreement or law upon Operator, and not
delegated to Nuevo.



          2.1.1.2 Remediation Responsibilities. Should Developer encounter
soil
that appears to be crude oil or oil well production impacted (evidenced by
staining or odor), Developer shall immediately notify Operator’s field
operations person and Nuevo’s on-site representative. Developer shall be fully
responsible for funding, implementing and completing all environmental testing,
assessment, remediation, monitoring, reporting or other requirements (with the
assistance of Operator or Nuevo if the absence of such assistance would prevent
Developer from properly performing such responsibilities) with respect to such
crude oil or oil



3









Table of Contents





well production impacts. To the extent that such crude oil impact or oil well
production impact is associated with active and producing wells or operational
pipelines or facilities, Operator shall be responsible for completion of any
required well, pipeline or facility repairs. Notwithstanding the foregoing,
Nuevo at its sole cost and expense shall be and remain responsible for (i)
those remediation activities described in the approved Remedial Action Plan
submitted December 16, 1999, as amended October 3, 2001, December 27, 2001 and
January 13, 2003 (“EIR Remediation”) and (ii) crude oil or other oil well
production releases that result from work and activities undertaken by Nuevo
in furtherance of this Agreement. Upon discovery of crude oil or oil well
production contamination in the vicinity of a well identified in Schedule B of
Attachment 4 or temporary or permanent pipeline or facility, Operator’s field
operations person, Nuevo’s onsite representative and Developer’s on site
representative shall determine as soon as reasonably practical if the soil is
crude oil impacted as a result of a leak caused by (i) Operator’s ongoing
production activity in which event costs associated with cleanup and
remediation to oil field standards shall be the responsibility of Operator,
(ii) the activities of Nuevo in performance of the Program including EIR
Remediation in which event costs associated with cleanup and remediation shall
be the responsibility of Nuevo or (iii) from any other causes in which event
the costs associated with cleanup and remediation, including costs to bring
cleanup associated with ongoing production activities from oil field standards
to residential standards, together with clean up and remediation of all
contamination other than the EIR Remediation, shall be Developer’s
responsibility. The Parties agree that if Operator’s field operations person
and Developer’s and Nuevo’s on site representatives cannot make such a
determination or cannot agree on the source of the apparent soil contamination
within seven (7) business days, Nuevo, Developer and Operator will designate a
representative from a reputable, soils engineering firm that routinely does
soils work (“Soil Firm”) who is familiar with soil contamination issues to
designate the source of the apparent soil contamination. If the parties are
unable to select a Soils Firm, any party to this Agreement may make
application to the Superior Court of Orange County for the timely appointment
of a Soil Firm. The Soil Firm’s representative shall take a sufficient number
of samples to permit initial and follow-up testing and such representative’s
determination as to all matters, including the allocation of costs, including
its fees, shall be final and binding on the parties hereto. The parties shall
use their commercially reasonable efforts to secure the determination by the
Soil Firm’s representative of the source of the apparent soil contamination
shall be made as soon as practicable after notification to the Soil Firm. If
the Soil Firm’s representative cannot make a conclusive determination as to
the source of the apparent soil contamination, the soil contamination shall be
presumed to have been from other than ongoing production activity. The party
whose actions are found to have created the contamination shall in addition to
the clean up and remediation cost, pay for the Soil Firm’s work; and if more
than one party is found to have created such contamination, the costs of the
Soil Firm’s work will be prorated by such firm among the parties creating the
contamination in proportion to that Parties’ contribution to such
contamination.



               2.1.2. Third Party Easements and Licenses. Nuevo and Operator will
cooperate with Developer in attempting to remove and/or relocate from the
Development Areas oil field related easements and licenses for pipelines
(“TPEL”) belonging to other entities, including those of Southern California
Edison. Nuevo is not aware, to the best of its knowledge, of any other TPEL on
or affecting the Parcel except as described in Attachment “3,” hereto. Nuevo
and Operator shall not be required to incur any costs, in their efforts to
cooperate in the removal and/or relocation of the TPEL. Temporary pipelines may
be required in some areas



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while the grading is in progress. Operator and Nuevo will use commercially
reasonable efforts, at no cost to Operator and Nuevo, to assist Developer at
Developer’s expense in causing these pipelines to be reinstalled by the
respective companies in permanent easements after the grading is complete.
Operator agrees that upon Developer’s written notice, Operator will assist
Developer in giving notice to the third party companies in an attempt to have
the pipelines removed and replaced. Operator and Developer acknowledge receipt
of copies of the easement documents, both recorded and unrecorded, listed on
Attachment “3” hereto and incorporated herein by this reference.



               2.1.3. On-Site Representative. Nuevo, Operator and Developer shall
each have the right to have representatives on-site both before the
grading begins and during the
grading operations on the Parcel to observe such grading operations.
Developer agrees to give
Operator sufficient notice prior to commencement of grading to allow
Operator to arrange to
have a representative on-site at Operator’s cost, if Operator so elects.



               2.1.4. Reimbursement.



                    2.1.4.1. Reimbursement Plan. Operator and Nuevo agree
that the costs to implement the Program (“Reimbursement Amounts”) shall not be
borne by Operator, unless otherwise provided herein. Notwithstanding any term
in the Agreement to the contrary, Operator shall only be responsible for the
cost of incremental work, if any, requested by Operator under Section 2.3.2.
The parties recognize that the Project may be modified as a result of new or
additional governmental requirements or as a result of the mutual agreement of
the Developer and Operator or among Developer, Operator and Nuevo as specified
herein. In no event shall any modification requested by Developer or any
additional or new governmental requirements prior to Final Acceptance result in
costs, expenditures or commitments by Operator.



                    2.1.4.2. Program Segments and Notices to Proceed. The
Program shall be implemented into segments as shown below, and each Program
Segment shall commence upon proper receipt of a written notice issued by
Developer and delivered to Nuevo and Operator specifying the Program Segment to
be performed (“NTP”), as follows:



	 	 	 	 	 	 	 
	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	Pre-Phase I Initial Activity
	 	NTP will be issued as mutually agreed
between Nuevo and Developer.	 	 
	 
	 	 	 	 	 
	•

	 	Preliminary and detailed engineering
and design
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Permitting
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Remediation required by EIR
	 	 	 	Developer







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	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	•

	 	Initial abandonment of 25 idle and
reabandoned wells
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Pre-Phase I Intermediate Activity
	 	NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced without permits, as
mutually agreed between Nuevo and Developer.	 	 
	 
	 	 	 	 	 
	•

	 	Begin procurement of all required
materials and equipment
	 	 	Not Applicable
	 
	 	 	 	 	 
	•

	 	Remove infrastructure and initial
abandonment of active wells
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Begin construction of tank farm and
field infrastructure
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Pre-Phase I Final Activity
	 	NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced
without permits, as
mutually agreed between Nuevo and
Developer.	 	 
	 
	 	 	 	 	 
	•

	 	Complete construction of tank farm
and field infrastructure
	 	 	Operator
	 
	 	 	 	 	 
	•

	 	Construct power system
	 	 	 	Operator
	 
	 	 	 	 	 	 
	•

	 	Temporary removal of equipment
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Phase 1
	 	NTP will not issue
prior to receipt of all required
Operator permits or, to the extent
certain activity can be commenced
without permits, as mutually agreed
between Nuevo and Developer.	 	 
	 
	 	 	 	 	 
	•

	 	Raise/lower Phase I well heads
	 	 	Operator
	 
	 	 	 	 	 
	•

	 	Final abandonment of Phase 1 wells
	 	 	 	Developer
	 
	 	 	 	 	 	 
	•

	 	Accommodation of retained wells
	 	 	 	Operator (and Developer for
limited purpose of design
compliance)
	 
	 	 	 	 	 	 
	•

	 	Remove infrastructure and initial
abandonment of Phase 11 wells
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Temporarily remove Phase II retained

well equipment
	 	 	 	Not Applicable







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	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	Phase II
	 	NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced without permits, as
mutually agreed between Nuevo and
Developer.	 	 
	 
	 	 	 	 	 
	•

	 	Raise/lower Phase II well heads
	 	 	Operator
	 
	 	 	 	 	 
	•

	 	Final abandonment of Phase II wells
	 	 	 	Developer
	 
	 	 	 	 	 	 
	•

	 	Accommodation of retained wells (21 wells)
	 	 	 	Operator (and Developer for
limited purpose of
design compliance)
	 
	 	 	 	 	 	 
	•

	 	Remove infrastructure and initial
abandonment of Phase III wells (8 wells)
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	•

	 	Temporarily remove Phase II

retained well equipment
	 	 	 	Not Applicable
	 
	 	 	 	 	 	 
	Phase III
	 	NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced without permits, as
mutually agreed between Nuevo and Developer.	 	 
	 
	 	 	 	 	 
	•

	 	Raise/lower Phase III well heads
	 	 	Operator
	 
	 	 	 	 	 
	•

	 	Final abandonment of Phase III wells
	 	 	 	Developer
	 
	 	 	 	 	 	 
	•

	 	Seismic Sensor installation
	 	 	 	Developer







     Upon receipt of the NTP for any Program Segment specified above,
Nuevo shall be obligated to commence the required work within forty-five
(45) days and complete the work within the time duration specified in
Attachment 4. Operator shall cooperate in good faith with Nuevo and
Developer in the implementation of the Program. Operator shall (i)
promptly process all permit requests; (ii) at its cost comment on all
submittals of specifications or plans within ten (10) business days of
receipt thereof; and (iii) at its cost make all facilities available for
accommodation under the Program such that Nuevo may commence the Program
Segment within 45 days of receipt of a NTP. To the extent that Operator
fails to fully and timely cooperate with Nuevo, and Nuevo, as a result
of Operator’s acts or omissions, incurs penalties, damages or
incremental costs in performing the Program, such penalty, damage or
cost shall be the responsibility of Operator and Operator hereby agrees
to defend, indemnify and hold Nuevo harmless therefrom. Operator shall
also be liable to Developer for any and all incremental reasonable cost
or expense incurred by Developer in the development of the Development
Areas as a result of Operator’s failure to comply with the provisions of
this Section. Operator expressly agrees to pay such incremental
Developer costs and defend, indemnify and hold Nuevo harmless therefrom.
In addition to the foregoing, should Operator fail to temporarily or
permanently shut in any well in accordance with the Program, Nuevo shall
have the right, but not the obligation to shut-in such well at
Operator’s sole risk and expense. In the event Developer abandons or



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suspends
the Program other than as a result of Unavoidable Delay, and does not
resume Program activity within the time period specified in Section 2.4.1.1
after receiving written notice from Operator, Nuevo shall restore such wells
to production at Developer’s risk and sole expense provided that Nuevo has
been prepaid by Developer an amount adequate to restore such wells. To the
extent Nuevo acts as the Developer hereunder and fails properly to carry out
the responsibilities and obligations allocated to Developer in this Section 2,
Operator, after ten (10) days written notice to Nuevo, may take over and
discharge such responsibilities and obligations at the sole cost and expense
of Nuevo, to be reimbursed in cash to Operator within thirty (30) days of
proper completion of such Work by Operator, fully in compliance with this PAPA
and all plans and specifications for such Work.



               2.1.5. Anchor Points and Pulling Pads. As part of the Program, Nuevo
shall be responsible for construction of the anchor points and pulling
pads necessary for
Operator’s continuing Oil Operations within the Exclusive Use Areas and
Joint Use Areas within the Development Areas and graded areas adjacent thereto.



               2.1.6. Well Accommodation. As part of the Program, Nuevo will
relocate below the surface of the Parcel, all operating wellheads in the
Development Areas, and
those required wells within the adjacent grading areas and Public Park
areas, and as required by
appropriate Governmental Agency rules as more particularly set out in
Attachment 4, Schedule B..



               2.1.7. Insurance. Each Party shall use commercially reasonable efforts to
name the other parties as Additional Insureds, on each Party’s standard
blanket insurance policy
covering its activities related to the Minerals or in connection with the
Program Improvements,
for the duration of their construction or their activities on the Minerals
and any portion of the Parcel.


               
2.1.8.Completion of the Program.





                    2.1.8.1. Performance by Each Party. Nuevo shall timely
commence and complete each Program Segment within the time duration specified
in Attachment 4 after receipt of all required permits for such Segment. Phase
I, II and III Segments will not commence until after completion of Developer’s
grading for that Segment. In no event shall Nuevo or Operator be obligated to
design, construct or install any improvements nor undertake work or activities
other than those specified in Attachment 4. Should Developer or Operator’s
failure to perform, including, without limitation, pursuant to Section 2.1.4,
other than for the payment of money, or should Nuevo’s failure to complete any
aspect of the work or any Program Segment result from an Unavoidable Delay,
such required performance shall be excused for the period of time that the
Unavoidable Delay prevents performance and the time duration for the Program
Segment shall be extended by the length of time performance is delayed.
Provided, however, that nothing in this Section shall excuse the performance of
any act rendered difficult solely because of the financial condition of a
party. In the event that any delay due to Unavoidable Delay is anticipated by a
Party, such Party shall promptly notify the other parties of such delay, its
cause and the estimated duration of the delay. Each Party shall exercise due
diligence to shorten, mitigate and avoid the effects of the delay and shall
keep all Parties informed as to its efforts.



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                    2.1.8.2. Final Acceptance. Developer and Operator
shall
respectively conduct a final inspection of those activities in each Program
Segment as set forth in Section 2.1.4.2 as to the items by their name in the
“Acceptance Confirmation” in such section within fifteen (15) days of written
notice of completion. In addition Operator shall have the right, but not the
obligation, to perform a final inspection of the Developer’s work and comment
on the same. Developer and Operator shall deliver to Nuevo (with a copy to the
other) (i) its written confirmation of “Final Acceptance of all matters” (each
an “Acceptance Confirmation”) for each activity in a Program Segment designated
for its Acceptance or (ii) an Acceptance Confirmation of all matters it
considers as completed and a detailed description of any items in the Program
Segment designated for its Acceptance which it in good faith cannot give “Final
Acceptance” together with its requirements therefor. The issuance of an
Acceptance Confirmation of each completed activity within the Program Segment
and of all matters shall be contingent upon acceptance of the work by the
appropriate governmental authority to the extent required. If the parties
cannot resolve any item for which an Acceptance Confirmation has not been given
within 30 days, such unresolved item shall be submitted to arbitration in
accordance with this Agreement. Upon completion of any outstanding items,
Operator or Developer shall deliver an Acceptance Confirmation thereof to Nuevo
and the other within 10 days of such completion. After Final Acceptance,
Developer shall be responsible for and shall release, hold harmless and
indemnify Operator and Nuevo from all claims, demands, losses or damages, of
any sort whatsoever, relating to the design, engineering, permitting,
maintenance, repair, replacement, relocation, removal and reinstallation of any
abandoned wells, pipelines or facilities located within or adjacent to the
Development Areas and all other matters for which it has given an Acceptance
Confirmation and, together with all other work performed hereunder shall be
referred to as “Developer Liability”. After Final Acceptance, Operator shall be
responsible for and shall release, hold harmless and indemnify Developer and
Nuevo from all claims, demands, losses or damages of any sort whatsoever,
relating to the design, engineering, permitting, installation, repair,
relocation, removal and reinstallation of all active wells, pipelines or
facilities and all other matters for which it has given Final Acceptance
(“Operator Liability”). It is the intention of the Parties that upon Final
Acceptance, Nuevo shall have no further liability or obligation with respect to
the Program and the wells, equipment and facilities accommodated under the
Program. Upon Final Acceptance, Nuevo and Operator shall be relieved of any and
all liability directly or indirectly related to Developer Liability; provided
that notwithstanding the foregoing, so long as Nuevo is Developer, Nuevo shall
not be relieved of Developer Liability. Upon Final Acceptance, as between Nuevo
and Operator, Nuevo shall be relieved of further liability or obligation and
Operator shall indemnify, release and hold Nuevo harmless from any and all
claims, including third party claims, related to Operator Liability.
Notwithstanding anything to the contrary contained herein, Operator, prior to
Final Acceptance, shall not be liable or responsible for any increased costs
which result from governmental requirements to obtain additional permits or
remediate or restore the Parcel to a higher standard resulting from the real
estate development and all such incremental or increased costs shall be the
responsibility of Developer.



                    2.1.8.3. Liability Allocation. Notwithstanding the
above or
the Indemnities Developer gives in its agreement to purchase the Parcel, at any
time prior to Final Acceptance, Developer may, in its reasonable discretion,
seek arbitration as provided in



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Section 2.1.4.3 against Nuevo to obtain damages for losses suffered as a result
of the failure of Nuevo to timely or properly complete the Program Segment or
work thereunder. All disputes between any of the Parties herein shall be
resolved through arbitration. Any award in such arbitration shall be limited to
the recovery of actual direct damages incurred by Developer. Developer shall
not be entitled to indirect, consequential, special, exemplary or punitive
damages. After Final Acceptance by Developer, Developer shall have no cause of
action with respect to Developer’s Liability against Operator or Nuevo, or
their successors or assigns. After Final Acceptance by Operator, Operator shall
have no cause of action against Developer or Nuevo or their successors or
assigns for Operator’s Liability but Operator or Developer may, in its
reasonable discretion, maintain a lawsuit, arbitration or other action against
any construction entities hired by Nuevo (but not Nuevo itself) to perform work
on the Parcel pursuant to a written contract (“Construction Entities”), to
obtain damages for losses suffered as a result of Nuevo’s failure to timely or
properly construct the completed work, to the extent caused by such
Construction Entities. In that regard, to the extent it possesses and may
assign same, Nuevo hereby conveys, transfers and assigns (and, if necessary,
will convey, transfer and assign at such time as such cause of action arises)
to Operator and Developer a non-exclusive assignment of its rights and
interests in and to any relevant contracts or subcontracts, for the limited
purposes stated herein, without any obligation by Nuevo to participate in such
lawsuit or action, as a party or otherwise, and without any responsibility,
warranty, representation or liability for any outcome pursuant thereto or
damages awarded therein. Construction Entities include contractors,
subcontractors, materialmen or other independent entities, but not Operator or
Nuevo, their respective constituent partners, officers, employees or any other
related entities. Upon ten (10) days written request, Nuevo will provide
Operator and Developer with a list of such Construction Entities which have
supplied Operator and/or Nuevo with the Preliminary Notice prescribed by the
California Civil Code for the maintenance of mechanic’s lien rights (See
Exhibit “F” to the PSA). Nuevo further agrees to not enter into any contract
with a Construction Entity that waives the liability for such entity’s
negligence.



                    2.1.8.4. Construction Easement. Operator and Developer,
their respective successors and assigns, hereby grant to Nuevo together with
the right to partition, grant and transfer the same, a nonexclusive easement
in gross over the Parcel to the extent necessary to complete all work required
by the Program.



               2.1.9. Developer Option to Purchase Wells. Developer may at any time
prior to commencement of grading, elect to purchase any or all of Operator’s
active wells lying within the Development Areas solely for the purpose of well
abandonment by giving notice by certified mail of such well designation. The
value of a producing oil well or an injection well shall be determined by
mutual agreement of the parties taking into consideration the current
condition of the well, the reserves assigned to the well, the well’s
production, operating cost, plugging and abandonment cost, for an injector
well, the replacement cost, and any other matter deemed relevant. For purposes
of this Section 2.1.9, the value of a well shall be equal to the average of
the values determined by the reserve engineers, one to be selected by each
party from the list attached as Attachment 2. Each party shall select one
company from such list by providing written notice thereof within ten days of
the certification date of Operator’s notice. The value, once determined, shall
be final. Prior to grading, the determined value shall be paid by Developer to
Operator, and such costs to Developer shall not be considered as costs to



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implement the Program. Developer shall notify Operator within ten (10) days of
receipt of the determination of values which wells it elects to purchase.
Developer shall pay the amount to Operator within twenty (20) days of such
notice. Upon receipt of such payment, Operator shall promptly (i) shut in any
applicable wells, if active, and (ii) deliver to Developer a Bill of Sale for
any such well and transfer operatorship to Developer. Developer shall (iii)
assume operatorship and obtain all necessary permits and governmental
approvals to act as Operator, (iv) not return any well it purchases to
production, and (iv) cause such wells to be plugged and abandoned and all
gathering lines and facilities abandoned and, if above ground, removed all in
accordance with all Governmental Agency regulatory requirements at Developer’s
sole cost and expense in the same time and manner required of Operator under
the Program. Any ancillary costs associated with the purchase and plugging and
abandonment of any such wells and removal of facilities therefor shall not be
considered as Reimbursement Amounts.



          2.2. The Program and Party Responsibilities. Except as otherwise provided
herein, Operator, Nuevo and Developer shall cooperate in the completion of the
Program and each Party shall perform its obligations in a commercially
reasonable manner, and in good faith, as described below and elsewhere herein:



     I. Post closure-Pre Grading Events



          A. Operator and Nuevo have mutually agreed or, if so indicated, shall
mutually agree, in a manner consistent with Attachment 4 hereto, to the
following matters as more specifically set out in Attachment 4 and schedules
thereto:




	 	i.	 	the location and size of the area
for the expansion of the existing Tonner Canyon Tank
Farm (“Tank Farm”), which will be required prior to the
decommissioning of the existing East Naranjal Tank Farm
(“EN Tank Farm”).
	 
	 	ii.	 	the general alignment and grade for
service lines to the Tank Farm and plan facilities to
accommodate the operating wells previously served by the
East Naranjal Tank Farm. (References to grade within
this Agreement refer only to those lines for which
burial is required.) The final alignment and grade will
be mutually agreed to so as to avoid conflict with
future development to the extent possible and to avoid
future interruption of service.
	 
	 	iii.	 	the general alignment and grade for
the surface and subsurface installation of the 12KV
service line from the existing electrical substation to
the new site and to the existing Steams gas plant
location (“Gas Plant”). The final alignment and grade
have been selected as to minimize conflict with future
development and avoid future interruption of service.
	 
	 	iv.	 	INTENTIONALLY OMITTED




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	 	v.	 	shall mutually agree upon the location, alignment and grade
of the “sales point” for the ConocoPhillips (formerly Tosco)
pipeline to serve the Tank Farm.
	 
	 	vi.	 	shall mutually agree upon the location, alignment and grade
of the gas gathering system and associated facilities, and service
lines between the Gas Plant and the Tank Farm.
	 
	 	vii.	 	shall mutually agree upon the final grade elevations for
each existing well remaining in the Development Areas, or impacted
by grading for the Development Areas.
	 
	 	viii.	 	shall mutually agree upon access plans to provide for
interim and final access to accommodate the Program work and all
future oilfield-related activities.






	 	B.	 	Developer, at Developer’s cost and expense, shall:






	 	i.	 	Prepare the Grading Plan and process it through the
appropriate Governmental Agency. The Grading Plan shall be
designed to be completed in three phases to correspond to the work
set out in Attachment 2, all as approved by the appropriate
Governmental Agency.
	 
	 	ii.	 	Prepare a soils and geological review of the Grading Plan.
	 
	 	iii.	 	Satisfy, or cause to be satisfied, all mitigation measures
precedent to grading found in the Final Tenner Hills EIR.
	 
	 	iv.	 	Prepare a preliminary utility master plan (“Street and
Utility Improvement Plans”) to serve as a basis for the Facilities
Plan (see C.v., below) and to be submitted to, and approved by,
the appropriate Governmental Agency.
	 
	 	v.	 	Provide grade elevations for all wells to be retained or
abandoned within the Development Areas or impacted by grading
required for the Development Areas.
	 
	 	vii.	 	Obtain coverage under the National Pollutant Discharge
Eliminating System (NPDES) statewide General Construction Activity
Stormwater Permit from the State Water Quality Control Board.
	 
	 	viii.	 	Cause a Remedial Action Plan to be completed and processed
through the County of Orange Health Care Agency, Division of
Environmental Health, or such agency as may have current
jurisdiction of any identified contaminants.





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	 	C.	 	Nuevo at Developer’s cost and expense shall:






	 	i.	 	Complete construction drawings for the expanded Tank Farm
and facilities related thereto and process them through the
appropriate Governmental Agencies (including, if necessary, the
South Coast Air Quality Management District).
	 
	 	ii.	 	Complete improvement and relocation plans and process them
through the appropriate Governmental Agencies (as necessary) for
the relocation of the Tank Farm service lines, the East Naranjal
Tank Farm service lines, the Gas Plant service lines, natural gas
gathering lines and 12KV power lines.
	 
	 	iii.	 	Prepare and submit the well abandonment program, as set
out in Attachment 4, for permitting through CDOGGR.
	 
	 	iv.	 	Prepare schematic facilities plans for pipelines and
facilities (“Facilities Plan”) to service the wells to be
accommodated within and adjacent to the Development Areas.
	 
	 	v.	 	Construct the Tank Farm improvements.
	 
	 	vi.	 	Remediate the identified contaminated soils associated with
the EN Tank Farm. Exhumed soils will be isolated and stockpiled for
placement by Developer with the grading of the first phase of
development in accordance with the approved Remedial Action Plan.
Exhumed soils not meeting the criteria for placement on site will
be removed from the site for appropriate disposal.
	 
	 	vii.	 	Decommission the EN Tank Farm once the service lines are
connected to the improved Tank Farm.
	 
	 	viii.	 	Construct the new service lines as required to the Tank
Farm, rerouting lines currently serving the East Naranjal Tank
Farm, and prepare as-built plans for those service lines which are
permanent.
	 
	 	ix.	 	Drain, flush and mark for grading any identified abandoned
EN Tank Farm and Tank Farm pipelines.
	 
	 	x.	 	Construct the temporary or permanent (as applicable) gas
gathering lines and facilities to the Gas Plant.
	 
	 	xi.	 	Flush and mark any identified abandoned below ground
pipelines and facilities for grading.
	 
	 	xii.	 	Relocate the 12KV line from the existing electrical
substation to the existing Gas Plant and Tank Farm as necessary.




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	 	xiii.	 	Locate and mark all identified
pipelines and facilities within the area to be graded.
	 
	 	xiv.	 	Relocate the point of sale for the
ConocoPhillips (formerly Tosco) pipeline to the
relocated ConocoPhillips (formerly Tosco) pipeline to
connect to such new point of sale.
	 
	 	xv.	 	Complete the design drawing for all
service-related facilities not otherwise contemplated
herein.
	 
	 	xvi.	 	Prepare and submit fire and seismic
protection plans for accommodated facilities.






	 	II.	 	Site Clearing and Site Grading Events Within the Development Areas.





               A. Upon notice from Developer of the issuance of a grading permit, and
prior to site clearing, Nuevo, with the cooperation of Operator, shall, after
the receipt of the NTP on a Segment-by-Segment basis, in accordance with the
work associated with the Program Segment as further set out in Attachment 4:




	 	i.	 	“Shut in” the appropriate wells as necessary; and all appurtenant
service lines and pipelines for such wells will be
drained, flushed and marked in place.
	 
	 	ii.	 	Disassemble and remove the surface facilities for such wells (test
bubbles, manifolds, valves, etc.).
	 
	 	iii.	 	Remove all well site equipment associated with such
wells.
	 
	 	iv.	 	Remove all of Operator’s surface and
subsurface power lines and transformers.
	 
	 	v.	 	Relocate, as necessary, power lines, pipelines and facilities to
service wells located outside of the Development Areas.
	 
	 	vi.	 	Cause all identified wells impacted by grading to be clearly
marked.
	 
	 	vii.	 	Commence well abandonment operations
for those wells that are to be permanently abandoned.
Identify and isolate any contaminated soils associated
with the wells for remediation as called for in the
approved Remedial Action Plan. Soils not meeting the
criteria for placement in deep fills, if any, will be
removed from the site for appropriate disposal.




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	 	viii.	 	Remove and crush all well cellars
associated with the wells to be abandoned and
accommodated; the concrete will be crushed, and
stockpiled for later placement by Developer.
	 
	 	ix.	 	Maintain full authority over the
cleanup and remediation operations for any crude oil
released as a result of Developer’s performance. All
such costs shall be for the account of Developer.
	 
	 	x.	 	Provide Developer with copies of all inspection records and
reports and test results for any contaminated soils
associated with the well work.





               B. Upon the issuance of a grading permit, Developer at Developer’s cost
shall, on a Segment-by-Segment basis, in accordance with the work associated
with the applicable Program Segment as further set out in Attachment 4:




	 	i.	 	Provide construction staking to
define the limits of the area to be cleared and
developed.
	 
	 	ii.	 	If not previously commenced, notify
the appropriate Governmental Agencies and all
interested parties of the commencement of the soils
remediation program as required under the approved
Remedial Action Plan. (This assumes that the majority
of the soils remediation efforts will occur during the
grading operations, and will utilize a modified direct
burial approach.)
	 
	 	iii.	 	Coordinate grading with Nuevo, such
that the scheduled sequence of wells to be shut-in or
abandoned, as appropriate, is consistent with
Developer’s grading program.
	 
	 	iv.	 	Provide notice to the grading
contractor as to the well locations and the necessity
of avoiding wells during the clearing and grading
operation(s).
	 
	 	v.	 	Cause a comprehensive health and
safety plan to be prepared and submitted to Nuevo and
Operator and all the appropriate Governmental Agencies
prior to commencement. The plan shall cover both
grading and remediation activities.
	 
	 	vi.	 	If not previously remediated by Nuevo
during the soils remediation process of those sites that
are set out in Attachment 4 as Developer’s
responsibility, remediate (at Developer’s cost) those
specific sites requiring remediation identified in the
approved Remedial Action Plan that lie within
Development Areas or within the grading area adjacent to
the Development Areas including






15










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	 	 	 	exhuming and remediating the contaminated soils which
it shall also isolate and stockpile for placement by
the Developer in deep fills during the phased grading
operation in accordance with the approved Remedial
Action Plan. Soils not meeting the criteria for
placement in deep fills, if any, will be removed by
Developer (at Developer’s cost) from the site for
appropriate disposal.






	 	vii.	 	At all times comply with the
mitigation measures of the Final Tonner Hills EIR, and
the requirements, as applicable, of the USF&WS Resource
Management Plan.





          C. During grading, Nuevo shall, on a Segment-by-Segment basis, in
accordance with the Work associated with the applicable Program Segment as
further set out in Attachment 4:




	 	i.	 	Identify and isolate any
contaminated soils associated with the wells for
remediation as called for in the approved Remedial
Action Plan. Isolated soils meeting the criteria of the
approved Remedial Action Plan will be stockpiled for
placement in deep fills by Nuevo. Soils not meeting the
criteria will be removed from the site for appropriate
disposal.
	 
	 	ii.	 	Provide Developer with copies of
well abandonment reports for all well abandonment
activities completed as provided to and from CDOGGR.
	 
	 	iii.	 	Design the final Facilities Plan in
accordance with the Street and Utility Improvement
Plans provided by Developer.
	 
	 	iv.	 	Relocate temporary service lines
serving the oil operations as may be necessary.





          D. During grading, on a Segment-by-segment basis, in accordance with
the phasing plan, Developer shall:




	 	i.	 	Prepare and process the Precise Area
Plans and Level B Tentative Maps through the appropriate
Governmental Agencies, showing the final lot layout and
the Joint Use and Exclusive Use Areas to be retained
around the wells remaining in operation. The Precise
Area Plans will clearly identify all wells to be
abandoned, and identify all abandoned wells that will
require methane venting in accordance with the
requirements of the Orange County Fire Authority and
other appropriate Governmental Agencies.




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	 	ii.	 	Grade the Development Areas in accordance with the approved Grading
Plan.
	 
	 	iii.	 	Immediately notify Nuevo and Operator in the event Developer excavates
any unidentified previously abandoned wells. Developer shall promptly
reabandon such wells in accordance with the requirements of all
appropriate Governmental Agencies.
	 
	 	iv.	 	Place soils stockpiled as a result of Developer’s remediation activities
within deep fills in accordance with the criteria established within the
approved Remedial Action Plan. The location and constituency components
of these soils will be detailed and reported in the final grading report
prepared by the Developer.
	 
	 	v.	 	Install all required erosion control devices in accordance with the
approved Grading Plan, ensuring that storm runoff will be diverted from
the area(s) affected by the Program.
	 
	 	vi.	 	At all times comply with the General Construction Activity Stormwater
Permit.
	 
	 	vii.	 	Based upon the approved Precise Area Plans, provide Nuevo and Operator
with grade elevations and staking for all wells.
	 
	 	viii.	 	Prepare the grading plans (“Grading Plans”) and process them for
approval by the appropriate Governmental Agencies.
	 
	 	ix.	 	Prepare the final Street and Utility Improvement Plans and process them
for approval by the appropriate Governmental Agencies. The Street and
Utility Improvement Plans will identify the oil production service
facilities as provided by Operator’s Facilities Plan.
	 
	 	x.	 	Prepare the Level B Final Maps and process them for approval by the
appropriate Governmental Agencies, and record such maps at the County
Recorder’s office. The Level B Final Maps will identify all Exclusive and
Joint Use Areas.
	 
	 	xi.	 	Identify and dispose of any previously unidentified oil production
facilities or third party facilities uncovered during the course of the
grading operation.
	 
	 	xii.	 	Cleanup and remediate any crude oil released during the course of the
grading operations according to standards approved by the appropriate
Governmental Agency.






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	 	xiii.	 	Prepare a final soils and geological
report on the Development Areas and obtain from the
appropriate Governmental Agency, a final compaction
certificate relating thereto, within sixty (60) days of
completion of grading for each phase.
	 
	 	xiv.	 	Reabandon or otherwise accommodate,
if necessary, any unidentified wells or facilities
within the Development Area in accordance with CDOGGR
specifications and requirements.





          E. During grading, Developer and Nuevo shall cooperate with each
other in the implementation of the Program, as follows:




	 	i.	 	Design of the Precise Area Plans,
Level B Tentative and Final Maps and final Street and
Utility Improvement Plans to avoid conflicts between
the oil production service facilities and the utilities
required to service the Development Areas; Nuevo shall
have the reasonable right of approval in event of
design conflicts.
	 
	 	ii.	 	Design the Precise Area Plans to
ensure that all Joint and Exclusive Use Areas necessary
for the wells and facilities are shown to the Parties
and meet all Parties’ joint satisfaction.
	 
	 	iii.	 	Identification and differentiation
of naturally-occurring tar seep or oil-bearing sands
from crude oil released as a result of oil operations;
provided that unless Developer and Nuevo can
conclusively determine that such contamination resulted
from ongoing production activity, such contamination
shall be presumed to be from naturally-occurring tar
seep or oil-bearing sands.





     III. Post-Grading Events:



          A. Upon completion of Grading within the Development Areas, on a
Segment-by-Segment basis in accordance with the approved phasing plan, Nuevo
shall:




	 	i.	 	Cause all abandoned wells within the
Development Areas to be capped below those grades
provided by Developer in accordance with CDOGGR and the
requirements of the EIR, Planned Community Text and
Area Plan. Final inspections of such wells shall be
conducted by CDOGGR.
	 
	 	ii.	 	Cause all appropriate pumping
equipment to be installed within the Exclusive Use
Areas.




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	 	iii.	 	Complete all oil production service
facilities to be installed to service the producing and
injection wells. Service lines will be connected to the
new site and Tank Farm.
	 
	 	iv.	 	Install permanent pipelines and
facilities as determined by Nuevo in its discretion as
required for Operator’s continued operations in
accordance with grading operations.
	 
	 	v.	 	Provide as-built drawings to
Developer and Operator showing the line and grade for
all installed facilities.
	 
	 	vi.	 	Install seismic monitoring devices
as required by the mitigation measures in the Final
Tonner Hills Environmental Impact Report.





          B. Upon completion of the GRADING within the Development Areas, on a
phase-by-phase basis in accordance with the approved phasing plan,
Developer shall:




	 	i.	 	Install the utility systems in
accordance with the approved Street and Utility
Improvement Plans.
	 
	 	ii.	 	Install the street improvements in
accordance with the approved Street and Utility
Improvement Plans. Such Plans shall make provision for
oil field related facilities to the extent deemed
necessary by Nuevo to operate wells in the Development
Areas. The utility and street improvements are
anticipated to take four months beyond the completion
of grading.
	 
	 	iii.	 	Install oil facility screening
devices in accordance with the requirements of, and
plans approved by, the appropriate Governmental
Agencies.
	 
	 	iv.	 	Provide construction staking for the
installation of Operator’s wells, pipelines and
facilities within the Development Areas.
	 
	 	v.	 	Construct methane gas vents over
abandoned oil wells as may be necessary to accommodate
the housing development.
	 
	 	vi.	 	Construct all required active and
passive methane mitigations as required by the Final
Tonner Hills Environmental Impact Report, the Orange
County Fire Authority or other Governmental Agency.





          C. Upon completion of grading within the Development Areas, Developer
and Nuevo shall cooperate with each other to:




	 	i.	 	Develop Homebuyer notification
language to be supplied by Developer to future surface
purchasers with respect to the past and




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	 	 	 	continuing oil operations. State Proposition 65
language will be included in any Homebuyer
notification.
	 
	 	ii.	 	Develop Homebuyer notification
language for inclusion within the Division of Real
Estate Public Report, Grant Deed or Covenants,
Conditions and Restrictions, as may be appropriate or
required as to the placement of remedial soils within
the deep fills.
	 
	 	iii.	 	Satisfy any EIR mitigation measures
regarding the past and continuing oil operations.
	 
	 	iv.	 	Obtain a conditional case closure
letter from the County of Orange Health Care Agency,
Division of Environmental Health for the approved
Remedial Action Plan.





          2.3 Developer Improvements and Additional Payments. It is understood and
agreed that Developer shall have the primary responsibility for and shall, at
its sole cost and expense, complete all work required to accomplish the
“Developer Improvements” including: (a) soil remediation, (b) relocation of
third party easements and licenses (TPEL), (c) all matters to the extent
allocated to Developer in Sections 2.1 and 2.2, hereof, (d) Mass/Grading
operations in the best commercial manner and completion of such operations in
the shortest time but, in all cases, within the time duration set out for the
activity in Attachment 4, so as to minimize the disruption of Operator’s
remaining Oil Operations, (e) after Final Acceptance by Developer of the
completed work, Developer shall be solely responsible for all maintenance,
repair, replacement, removal, and reinstallation of such completed work for
which Developer assumes Developer’s Liability and for any liability as a result
thereof or pertaining thereto. Developer shall bear the cost of future
relocation of such work requested by Developer and performed by Operator.
Developer shall fully cooperate with Nuevo and Operator in the implementation
of the Program. Developer shall (i) timely process all of its permit requests;
(ii) comment on all applicable submittals of specifications or plans within
five business days; and (iii) make all facilities available for accommodation
under the Program such that Nuevo may commence the Project Segment. To the
extent that Developer fails to fully and timely cooperate with Nuevo and Nuevo
incurs penalties, damages or incremental costs in performing the Program, such
penalty, damage or cost shall be the responsibility of Developer and Developer
hereby agrees to indemnify and hold Nuevo harmless therefrom. Developer shall
also be liable to Operator for any and all incremental cost or expense incurred
by Operator in the performance of its work in the Program as a result of
Developer’s (or Nuevo’s, if acting on behalf of Developer) failure to fully and
timely perform and complete Developer’s Improvements. Developer shall use good
faith, commercially reasonable efforts to timely and expeditiously perform its
obligations and rights under this Agreement in a manner that minimizes the
interruption or curtailment of production and shall be liable to and indemnify
Operator for all losses resulting from the failure to do so.



               2.3.1 Processing Costs — Employee Costs. Operator and Nuevo agree not to
charge Developer for their employees or overhead costs allocable to such
employees in the processing of the Governmental Approvals.



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               2.3.2 Operator Improvements. Nuevo shall submit to Operator the
preliminary and final detailed design and engineering of all facilities,
pipelines and well accommodation plans (“Operator Improvements”) when
completed. Operator shall have ten (10) business days to review and comment on
the plans. All final decisions with respect to the plans including pipeline and
facility locations, use of new, refurbished or salvaged equipment and materials
and the staging of the work to be performed shall be made by Nuevo in the
exercise of its reasonable discretion and in a manner consistent with customary
oil field practices. Should Operator request changes or modifications to the
design and engineering of Operator Improvements other than changes or
modifications required by applicable law or governmental regulations and should
Nuevo determine that such modifications can be incorporated into the Program
within the time duration specified in Attachment 4, Nuevo shall make such
modification provided that Operator prepays all incremental costs associated
with such modification. Operator shall not request a modification to the wells
or well classifications set out in Schedule B to Attachment 4 without first
obtaining the written approval of Developer. Incremental costs associated with
such well changes, if any, shall be pre-paid by Operator.



               2.3.3. Governmental Modifications. Should the Program be modified to
reflect changes that result from decisions of Governmental Entities, court
orders or settlement of litigation or by agreement such that fewer wells are
accommodated, abandoned, or less infrastructure is removed or altered, then
Nuevo shall have no obligation or duty of any kind or character with respect
to such wells or facilities that are removed from the Program.



          2.4 Miscellaneous.



               2.4.1 Remedies.



                    2.4.1.1 Default/Cure. Each of the terms, conditions,
covenants and provisions of the Development Documents is a material
consideration for this Agreement, the breach of which shall be deemed a default
hereunder. Said default shall be deemed to have occurred if a Party has not
effected a cure within ten (10) days for payment of money hereunder and thirty
(30) days for all other defaults of receipt of notice specifying the breach in
the case of any of the obligations hereunder; provided, however, except as
otherwise specified herein, in the case of a breach of any of Nuevo’s
obligations hereunder, other than for the payment of money, which is not
capable of being cured within said thirty (30) day period, no default shall be
deemed to have occurred so long as Nuevo commences to cure such default within
ten (10) days of Notice and thereafter diligently and continuously prosecutes
the same to completion; provided however, that any such cure shall be
accomplished within ninety (90) days of the event giving rise to the Notice.



                    2.4.1.2 Remedies Cumulative. All rights, options and
remedies of either Party contained in this Agreement shall be construed and
held to be cumulative, and none of them shall be exclusive of the other, and
either Party shall have the right to pursue any one or all of such remedies or
any other remedy or relief which may be provided by law or equity, whether or
not stated in this Agreement. Further, either Party may exercise



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hereunder, any of the rights, options and remedies, as and to the extent,
described in Sections 5 and 13 of the Development Declaration.




                    2.4.1.3 Arbitration. Except for the right of either party to
apply to a court of competent jurisdiction for temporary restraining orders,
preliminary injunctions, writs of attachment, writs of possession or other
equitable or provisional relief, any controversy, dispute or claim of any kind
or nature arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement, without limitation,
any claim based on contract, tort or statute, shall be settled by final and
binding arbitration by three (3) arbitrators in accordance with the Rules of
the American Arbitration Association then in effect (the “Rules”). Each party
to the arbitration shall, in accordance with the Rules, nominate one (1)
arbitrator to the arbitrational tribunal and the two (2) arbitrators so
appointed shall appoint the third arbitrator in accordance with the Rules, the
three (3) arbitrators constituting the arbitration tribunal. The arbitration
shall be held in Orange County, California. Reasonable discovery shall be
allowed in connection with such arbitration. At the request of a party, the
arbitration tribunal may issue orders for interim relief as deemed necessary
to safeguard property that is the subject of the arbitration or in order to
accomplish the objectives of this Agreement. Such interim measures may also be
sought from judicial authority having jurisdiction. The decision of the
majority of the arbitrators shall be reduced to writing, shall be the sole and
exclusive remedy between the parties regarding any and all such disputes or
differences, and shall be final and binding on all parties to the arbitration;
and, application may be made to any court of competent jurisdiction for an
order of enforcement and shall be enforceable in any court of competent
jurisdiction. The parties agree to exclude any right of application or appeal
to the courts of any jurisdiction in connection with any questions of law
arising in the course of arbitration or with respect to any award made, except
for enforcement purposes. Consequential, punitive, or incidental or other
similar damages shall not be allowed.



     In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of this
Agreement, the prevailing party in any and all such arbitration(s) or other
proceeding(s), including any bankruptcy proceedings, shall be entitled to
recover from the non-prevailing party all of the attorneys’ fees and costs
incurred by such party in each and every such arbitration or other proceeding,
including any and all appeals or petitions therefrom. As used in this
Agreement, attorneys’ fees shall be deemed, to the extent allowed by law, to
mean the full and actual costs of any legal services actually performed in
connection with the matters involved, calculated on the basis of the usual fee
charged by the attorneys performing such services, and shall not be limited to
“reasonable attorneys’ fees” as defined in any statute or rule of court.



                    2.4.1.4 Waiver. No waiver by either party of a default
under any of the terms of this Agreement by the other, and no delay or failure
to enforce any of the terms of this Agreement shall be a waiver of or shall
affect a default other than as specified in such waiver. The consent or
approval of either party to any act by the other requiring consent or approval
shall not be deemed to waive or render unnecessary consent or approval to or of
any subsequent similar acts.



               2.4.2. Continuous Operation. Operator agrees to use good
faith, commercially reasonable efforts to cooperate with Nuevo so that
Nuevo can proceed



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continuously, diligently and in a timely manner in accordance with the terms
and conditions of this Agreement and in accordance with and as required under
the Development Documents, and except where mutual agreement is expressly
required, if Nuevo cannot proceed continuously and diligently due to
Operator’s unexcused failure to cooperate the same shall, at the option of
Nuevo, be considered as an event of default herein, except as such failure to
so proceed is excused by reason of any Unavoidable Delay.




               2.4.3. Assignment. Nuevo may assign its rights hereunder at any time
without the consent of Developer.



               2.4.4 Subdivision Maps and Applications. Subject to the provisions of the
Development Documents, if required to do so, and provided there exists no
default thereunder, Operator agrees, without cost to Operator and Nuevo, to
execute any and all Developer approved Level B Final Maps, applications and
petitions pertaining to the development of any portion of the Parcel.



               2.4.5. Captions. The captions used herein are for convenience only, are
not part of this Agreement and do not in any way limit or amplify the
scope or intent of the terms and provisions hereof.



               2.4.6. Invalidity of a Provision. If any provision of this Agreement shall
be adjudged by a court in a final and non-appealable judgment to be void,
invalid, illegal or
unenforceable for any reason, the same shall in no way affect (to the
maximum extent
permissible by law) any other provision of this Agreement, the application
of any such provision
under circumstances different from those adjudicated by the court, or the
validity or
enforceability of this Agreement as a whole, but only to the extent that
performance of such
remaining provisions would not be inconsistent with the intent and
purposes of this Agreement.



               2.4.7. Notices. Any notice to be given or other document to be delivered
by any Party to the other or others hereunder, and any payments between
parties, may be
delivered in person to an officer of any party, or may be delivered by
Federal Express, private
commercial delivery or courier service for next business day delivery, or
may be deposited in the
United States mail, duly certified or registered, return receipt
requested, with postage prepaid,
and addressed to the party for whom intended, as follows:




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	If to Nuevo (“Nuevo”):
	 	 	 	 
	 
	 	 	 	 
	 	 	Nuevo Energy Company
	 	 	1021 Main, Suite 2100
	 	 	Houston, Texas 77002
	

	 	Attn:
	 	Phillip A. Gobe
	

	 	Phone:
	 	713-374-4832
	

	 	Fax:
	 	713-374-4817
	

	 	Email:
	 	gobep@nuevoenergy.com
	 
	 	 	 	 
	

	 	and	 	 
	 
	 	 	 	 
	

	 	Attn:
	 	Phillip E. Sorbet
	

	 	Phone:
	 	661-395-5431
	

	 	Fax:
	 	661-395-5294
	

	 	Email:
	 	sorbetpp@nuevoenergy.com
	Copy to:
	 	 	 	 
	 	 	Ullom Associates
	 	 	16149 Redmond Way, Ste. 401
	 	 	Redmond, Washington 98052
	

	 	Fax:
	 	(425) 836-2870
	

	 	Phone:
	 	(425) 836-2728
	

	 	Email:
	 	ullomjw@aol.com
	 
	 	 	 	 
	 	 	Nossaman, Guthner, Knox & Elliott, LLP
	 	 	18101 Von Karman Avenue, Suite 1800
	 	 	Irvine, California 92612-1047
	

	 	Attn:
	 	William P. Tanner, III
	

	 	Fax:
	 	(949) 833-7878
	

	 	Phone:
	 	(949) 833-7800
	

	 	Email:
	 	wtanner@nossaman.com
	 
	 	 	 	 
	To Operator:	 	BlackSand Partners, L.P.
	

	 	Attn:
	 	Tim Collins
	 	 	1801 Broadway, Suite 600
	 	 	Denver, Colorado 80202
	

	 	Fax:
	 	(303) 296-0329
	

	 	Phone:
	 	(303) 296-1908
	

	 	Email:
	 	timdenver@aol.com







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	Copy to:
	 	 	 	 
	 	 	Arthur Wright, Esq.
	 	 	Thompson & Knight LLP
	 	 	1700 Pacific Avenue, Suite 3300
	 	 	Dallas, Texas 75201
	

	 	Fax:
	 	(214)999-1695
	

	 	Phone:
	 	(214) 969-1409
	

	 	Email:
	 	arthur.wright@tklaw.com







          
To Developer:



                         To be added upon execution of this Agreement by any Developer.



          Notice may also be given by facsimile transmission (“Fax”) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above.



               2.4.8. Binding Effect. Subject to Section 2.3.3 concerning assignments,
it is the intent of the Parties that the covenants, conditions, and
agreements imposed by this
Agreement (i) shall be binding upon and inure to the benefit of the
Parties and their respective
successors, heirs and assigns to all or any portion of the Minerals or to
a Developer and (ii) all of
the obligations of Nuevo as stated herein shall be binding upon and
enforceable against Nuevo
by any successor to Buyer.



               2.4.9. Further Assurances. Each of the Parties shall execute and deliver
all additional papers, documents and other assurances, and shall do all
acts and things reasonably
necessary in connection with the performance of its obligations hereunder
and to carry out the
intent of the Parties.



               2.4.10. Time of Essence. Time is of the essence of each provision of this
Agreement of which time is an element. Any reference in this Agreement
to time for
performance of obligations or to elapsed time shall mean consecutive
calendar days, months or
years, as applicable, unless otherwise explicitly indicated herein.



               2.4.11. Term. This Agreement shall remain in effect from the date first
shown above until Final Acceptance or the Expiration of the Development
Agreement between
Nuevo and Orange County dated December 19, 2002. Expiration of this
Agreement shall not
terminate any payment obligation, indemnity obligation or assumption of
liability all of which
shall survive this Agreement and remain in full force and effect.



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               2.4.12. Attorneys’ Fees. If any action or proceeding is instituted to
enforce or interpret any provision of this Agreement the prevailing party
shall by entitled to recover such amounts as the court may judge to be
reasonable as costs incurred in such action, including, without limitation,
court costs and attorneys’ fees.



               2.4.13 Payments. Any amounts which are due and owing to Nuevo or
Operator pursuant to the various terms of the Development Documents shall
be paid as specified.
If any of these amounts are not paid when due, such amounts shall bear
interest as specified in
the particular Section of the Development Document requiring such payment
or, if not so
specified, then at the maximum nonusurious rate which may be charged by a
nonexempt lender.



               2.4.14
Applicable Law. This Agreement and the documents in the forms
attached as exhibits hereto shall be governed by and construed under the
laws of the State of California.



     The Parties have executed this Agreement on the date first set forth
above.



	 	 	 	 	 	 	 
	BLACKSAND PARTNERS, L.P.,
a Texas Limited Partnership
	NUEVO ENERGY COMPANY,
a Delaware corporation
	

	 	
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	BlackSand Energy, Inc.,
	 	By:	 	 
	

	 	a Delaware corporation
	 	 	 	

	

	 	 	 	 	 	George B. Nilsen
	Its:

	 	General Partner
	 	Its:
	 	Senior Vice President
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	

	 	 	 	

	

	 	Tim Collins
	 	 	 	Phillip A. Gobe
	Its:

	 	President
	 	Its:
	 	Chief Operating Officer







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PAYMENT AND PERFORMANCE AGREEMENT




ATTACHMENT “1”




LEGAL DESCRIPTION OF LAND





 















ATTACHMENT




TABLE OF CONTENTS




									
	1st Amendment to Shareholder Rights Plan
	Purchase and Sale Agreement
	Purchase and Sale Agreement
	Computation of Earnings to Fixed Charges
	Subsidiaries of the Registrant
	Consent of KPMG LLP
	Consent of Ryder Scott Company L.P.
	Certification of CEO Pursuant to Section 302
	Certification of CFO Pursuant to Section 302
	Certification of CEO Pursuant to Section 906
	Certification of CFO Pursuant to Section 906








Table of Contents

"1"



THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:




PARCEL 1



BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST
62.67 CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1°
45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH
1° 45' WEST 20.00
CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS;
THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2* X 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45' EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK




Page 1 of 5









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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:





	 	 	 	BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73°
32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH
15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65°
23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.




ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:





	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89°
10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND, SAID
POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT 11B;
THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2"
X 2" STAKE AND THE TRUE
POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85°
48' 16" WEST,
380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4°
11' 44" EAST 1750.00 FEET
TO A 2" X 2" STAKE; THENCE SOUTH 85° 48' 16"
EAST 380.00 FEET TO A 2" X
2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00
FEET TO A 2" X 2" STAKE
AND THE TRUE POINT OF BEGINNING.




ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.




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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18"E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;






	 	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET




Page 3 of 5









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	 	 	 	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “
N10°33'18"E 381.48' ”;
	 
	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 2



PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18" E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;






	 	 	 	THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY

BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO

BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18";E
381.48' ”;
	 
	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48
FEET TO THE TRUE POINT OF BEGINNING.





PARCEL 3



THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS. IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:





	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM




Page 4 of 5









Table of Contents






	 	 	 	THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9°
48' 11"
WEST 529.60 FEET TO A 2"; X 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST,
380.00 FEET TO A 2" X 2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A
2" X 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2"
X 2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" X
2" STAKE AND THE TRUE POINT
OF BEGINNING.




THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT “ ‘Al’
SITE DEPICTION ”, IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES
	

	 	UNDER THE DIRECTION OF:
	 
	 	 
	

	 	

KATHLEEN SUSAN TETREAULT P.L.S.7297

MY LICENSE EXPIRES 12/31/2004


January 31, 2003

JN: 13207.00








Page 5 of 5










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ATTACHMENT “2”



LIST OF ENGINEERING FIRMS PER SECTION 2.1.9



Cawley, Gillespie & Associates, Inc.



DeGolyer & McNaughton, Inc.



Netherland, Sewell & Associates, Inc.



Ryder Scott Company



 






Table of Contents





ATTACHMENT 3 TO EXHIBIT “I”

RELATED THIRD-PARTY EASEMENTS,

CONTRACTS AND LICENSE AGREEMENTS



(Oil Field Related Third Party
Easements and License – TPEL)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type	 	Date	 	Grantor	 	Grantee	 	Information
	
	 	
	 	
	 	
	 	

	Right-of-Way	 	
1/26/82
	 	Union Oil Company of
California
	 	Mobil Oil

Corporation
	 	82-340271 
Los
Angeles County
	 	 	 	 	 	 	 	 	 
	License	 	
8/21/67
	 	Union Oil Company of
California
	 	Shell
Oil
Company
	 	Unrecorded
	 	 	 	 	 	 	 	 	 
	License PSA	 	
11/10/88
	 	Union Oil Company of
California
	 	Shell Western

E&P Inc.
	 	Unrecorded
	 	 	 	 	 	 	 	 	 
	Easement	 	
7/27/62
	 	Union Oil Company of
California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62
6245/654
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/13/84
	 	Union Oil Company of
California
	 	City of Brea
	 	10/11/84
84-421551
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/10/85
	 	Union Oil Company of
California
	 	City of Brea
	 	10/7/85
85-382994
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/2/86
	 	Union Oil Company of
California
	 	Brea H.O.P.E.

Inc.
	 	10/1/86
86-459482
	 	 	 	 	 	 	 	 	 
	Easement	 	
3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96
Inst.
19960153323
	 	 	 	 	 	 	 	 	 
	Easement	 	
3/18/96
	 	Union Oil Company of
California
	 	City of Brea
	 	3/29/96
Inst.
19960153324
	 	 	 	 	 	 	 	 	 
	Easement	 	
1/26/82
	 	Union Oil Company of
California
	 	Mobil
Oil
Corporation
	 	3/31/82
Inst. 82-340271
[Los
Angeles County]
	 	 	 	 	 	 	 	 	 
	Easement	 	
8/21/67
	 	Union Oil Company of
California
	 	Shell
Oil
Company
	 	N/A
	 	 	 	 	 	 	 	 	 
	Easement	 	
11/10/88
	 	Union Oil Company of
California
	 	Shell Western

E&P Inc.
	 	N/A
	 	 	 	 	 	 	 	 	 
	Easement	 	
4/1/58
	 	Union Oil Company of
California
	 	The Metropolitan
Water District of
Southern California
	 	5/21/58
4291/400
	 	 	 	 	 	 	 	 	 
	Easement for Oil	 	
10/16/58
	 	Collier Carbon and
	 	Union Oil
	 	11/3/58



Page 1 of 3






Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type	 	Date	 	Grantor	 	Grantee	 	Information
	
	 	
	 	
	 	
	 	

	Wells	 	 	 	Chemical Corporation
	 	Company of
California
	 	4470/10
	 	 	 	 	 	 	 	 	 
	Non-Exclusive
Easement and
Right-of-Way	 	
7/27/62
	 	Union Oil Company
of California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62 6245/654
	 	 	 	 	 	 	 	 	 
	Right-of-Way	 	
10/2/62
	 	Union Oil Company
of California
	 	Southern California

Edison Company
	 	1/18/63 6399/705
	 	 	 	 	 	 	 	 	 
	Grant
of Easement	 	
9/18/78
	 	Union Oil Company
of California
	 	Southern California

Edison Company
	 	2/5/79 13024/1157
	 	 	 	 	 	 	 	 	 
	Grant
of Easement	 	
5/17/88
	 	Union Oil Company
of California, dba
UNOCAI
	 	Southern California

Edison Company
	 	6/7/88 Inst.
88-268095
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/15/95
	 	Union Oil Company
of California, dba
UNOCAI
	 	UNOCAL California

Pipeline Company
	 	10/25/95 Inst.
19950473641
	 	 	 	 	 	 	 	 	 
	Grant
of Easement	 	
12/11/95
	 	Union Oil Company
of California, dba
UNOCAI
	 	Southern California

Edison Company
	 	1/4/96 Inst.
19960004773
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153322
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153323
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153324
	 	 	 	 	 	 	 	 	 
	Easement	 	
5/7/96
	 	Nuevo Energy Company
	 	Union
Oil Company
of California
dba UNOCAI
	 	5/26/96 Inst.
19960254739
	 	 	 	 	 	 	 	 	 
	Pipeline

Right-Of-Way	 	
5/12/02
	 	The Sterns Ranchos

Company
	 	Pacific Coast Oil

Company
	 	6/25/02 Do not
have recording
info.
	 	 	 	 	 	 	 	 	 
	License	 	
5/1/59
	 	Union Oil Company
of California
	 	Shell

Oil Company
	 	Do not have
recording info.



Any other Third Party Easement or License disclosed in Preliminary Title
Report #OR-2252674, dated September 13, 2002, First American Title Company.


Page 2 of 3






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ADDITIONAL CONTRACTS AND GIFT DEED




	1.	 	Memorandum of Understanding between Nuevo, County of Orange and City of
Brea
dated December 10, 2002 regarding pre-annexation.
	 
	2.	 	Development Agreement dated December 4, 2002, between Nuevo and County of
Orange.
	 
	3.	 	Impact Mitigation Agreement between Brea Olinda Unified School District
and Nuevo
dated as of October 28, 2002.
	 
	4.	 	Gift Deed dated January 30, 2003 from Nuevo to the Brea-Olinda Unified
School District
Conveying 0.425 acres, recorded on February
     , 2003 as Instrument
No.     .



Page 3 of 3






Table of Contents



Attachment 4



Brea Field Development Accommodation Program




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Agency
	 	 	 	 	Category	 	Responsible	 	 	 	Approval
	Cost ($)	 	Duration	 	Activity	 	Party	 	Action	 	Required
	
	 	
	 	
	 	
	 	
	 	

	PRE-PHASE I
Initial Activity	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	170,000	 	
7 weeks
	 	G,T
	 	Nuevo
	 	Preliminary Engineering Design: Pipelines, Tank Farms, Utilities, Power System	 	 
	 	 	 	 	 	 	 	 	 	 	 
	300,000	 	
7 weeks
	 	T
	 	Nuevo
	 	SCAQMD Permitting: Tank Farm(s), Compressors, Pumps, Vessel, etc
	 	SCAQMD
	 	 	 	 	 	 	 	 	 	 	 
	 	 	
3 months
	 	R
	 	Developer
	 	Re-vegetation of Open Space (Reference Schedule E)
	 	USA COE
	 	 	 	 	 	 	 	 	 	 	 
	3,061,500	 	
36 weeks
	 	A,B,C,D,E
	 	Nuevo
	 	Begin Procurement: Tanks, Vessels, Pipe, Transformers, Pumps	 	 
	 	 	 	 	 	 	 	 	 	 	 
	1,830,000	 	
20 weeks
	 	G
	 	Nuevo
	 	Detailed Engineering Design	 	 
	 	 	 	 	 	 	 	 	 	 	 
	2,080,000	 	
20 weeks
	 	M,O
	 	Nuevo
	 	Initial Abandonment of Idle Wells & Re-Abandonments (25 Total) Covering All Phases of Project (Reference Well Work
Listing - Schedule B)
	 	CALDOGGR
	 	 	 	 	 	 	 	 	 	 	 
	PRE-PHASE I
Intermediate Activity	 	 	 	 	 	 
	 	 	 	 	 	 	 
	3,061,500	 	
36 weeks
	 	A,B,C,D,E
	 	Nuevo
	 	Continue Procurement: Tanks, Vessels, Pipe, Transformers, Pumps	 	 
	 	 	 	 	 	 	 	 	 	 	 
	1,908,200	 	
4 months
	 	R
	 	Nuevo
	 	Remediation Required by EIR (Reference Schedule D)
	 	OCHCA
	 	 	 	 	 	 	 	 	 	 	 
	 	 	
4 weeks
	 	G
	 	Nuevo
	 	Building Permits: Tanks, Power System, Vessels
	 	BLDGDEPT
	 	 	 	 	 	 	 	 	 	 	 
	1,150,000	 	
13 weeks
	 	I,M
	 	Nuevo
	 	Removal of
Infrastructure within Development Area (Reference Drawings BO-200-2003, 2004, 2005)
and Initial Abandonment of Active Wells (17
wells) for Phase I (Reference Well Work Listing - Schedule B)
	 	OCHCA
	 	 	 	 	 	 	 	 	 	 	 
	1,000,000	 	
30 weeks
	 	A,C,F
	 	Nuevo
	 	Begin Construction of Field Infrastructure	 	 
	 	 	 	 	 	 	 	 	 	 	 
	1,000,000	 	
30 weeks
	 	D
	 	Nuevo
	 	Begin Construction of Power System	 	 
	 	 	 	 	 	 	 	 	 	 	 
	456,000	 	
19 weeks
	 	B
	 	Nuevo
	 	Construct Expanded Tonner Canyon Tank Facility
	 	SCAQMD
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Developer
	 	Tentative Map (needed prior to grading)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	PRE-PHASE I
Final Activity	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	1,661,000	 	
30 weeks
	 	A,C,F
	 	Nuevo
	 	Construct Field Infrastructure	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Developer
	 	Corehouse Demolition	 	 
	 	 	 	 	 	 	 	 	 	 	 
	1,840,000	 	
30 weeks
	 	D
	 	Nuevo
	 	Construct Power System	 	 
	 	 	 	 	 	 	 	 	 	 	 
	500,000	 	
4 weeks
	 	L
	 	Nuevo
	 	Temporary Removal of Equipment for Accommodated Wells (46 wells) for Phase I in Development and Grading Areas
(Reference Well Work Listing - Schedule B)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	3,417,936	 	
9 months
	 	I,R
	 	Nuevo
	 	East Naranjal Tank Farm Demolition 4 Remediation
	 	OCHCA
	 	 	 	 	 	 	 	 	 	 	 
	PHASE I	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Developer
	 	Grading to include line and grade for wells and associated permanent infrastructure	 	 
	 	 	 	 	 	 	 	 	 	 	 
	2,135,000	 	
17 weeks
	 	P
	 	Nuevo
	 	Raise/Lower Wellheads of All Phase I Accommodated Wells (46 Wells) (Reference Well Work Listing-Schedule B)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	165,000	 	
4 weeks
	 	M,O
	 	Nuevo
	 	Final Abandonment of Phase I Wells (35 Idle, Re-Abandonments & Active Wells)( Reference Well Work Listing -
Schedule B)
	 	CALDOGGR
	 	 	 	 	 	 	 	 	 	 	 
	1,941,000	 	
17 wwks
	 	L
	 	Nuevo
	 	Accommodation for Phase I Accommodated Wells (46 Wells) ( Reference Well Work Listing- Schedule B)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	225,000	 	
13 weeks
	 	I,R
	 	Nuevo
	 	Removal of Infrastructure (Reference Drawings BO-200-2003, 2004, 2005) within Development Area and Initial Abandonments
of Active Wells (8 wells) for Phase II (Reference Well Work Listing - Schedule B)
	 	CALDOGGR
	 	 	 	 	 	 	 	 	 	 	 
	200,000	 	
4 weeks
	 	I,L
	 	Nuevo
	 	Temporary Removal of Equipment for Accommodated Wells (21 wells) for Phase II (Reference Well Work Listing -Schedule B)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	PHASE II	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Developer
	 	Grading to include line and grade for wells and associated permanent infrastructure	 	 
	 	 	 	 	 	 	 	 	 	 	 
	900,000	 	
17 weeks
	 	P
	 	Nuevo
	 	Raise/Lower
Wellheads of All Phase II Accommodated Wells (21 Wells) (Reference Well Work Listing - Schedule B)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	85,000	 	
4 wwks
	 	M,O
	 	Nuevo
	 	Final Abandonment of Phase II Wells (14 Idle, Re-Abandonments & Active Wells)( Reference Well Work Listing -Schedule B)
	 	CALDOGGR
	 	 	 	 	 	 	 	 	 	 	 
	1,018,000	 	
17 weeks
	 	L,H
	 	Nuevo
	 	Accommodation for
Phase II Accommodated Wells (21 wells) ( Reference Well Work Listing - Schedule B)	 	 
	 	 	 	 	 	 	 	 	 	 	 
	100,000	 	
4 weeks
	 	I,R
	 	Nuevo
	 	Removal of Infrastructure and Initial Abandonment of Active Wells (3 wells) for Phase III Reference Well Work Listing -
Schedule B)
	 	CALDOGGR
	 	 	 	 	 	 	 	 	 	 	 
	PHASE III	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Developer
	 	Grading to include line and grade for wells and associated permanent infrastructure	 	 
	 	 	 	 	 	 	 	 	 	 	 
	92,000	 	
1 week
	 	M,O
	 	Nuevo
	 	Final Abandonment of
Phase III Wells (4 idle and active wells) (Reference Well Work Listing - Schedule B)
	 	CALDOGGR
	 	 	 	 	 	 	 	 	 	 	 
	84,000	 	
4 weeks
	 	S
	 	Nuevo
	 	Seismic Sensor Installation
	 	BLDGDEPT
	 	 	 	 	 	 	 	 	 	 	 



revised 1-30-03 by mgh


 







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Schedule A



Accommodation Categories




	 	 	 	 	 	 	 	 	 
	Activity	 	Brea	 	 	 	 
	Code	 	Accommodation Costs	 	($M)
	
	 	
	 	

	 
	 	Infrastructure	 	 	 	 
	A
	 	Water flood	 	 	695	 
	B
	 	Production Gathering	 	 	2,822	 
	C
	 	Gas Collection	 	 	2,296	 
	D
	 	Electrical	 	 	5,247	 
	E
	 	Taxes / Freight	 	 	1,060	 
	F
	 	Misc.(NDE&Cathodic Protection)	 	 	300	 
	G
	 	Engineering	 	 	2,000	 
	 
	 	 	 	 	 	 	
	 
	 
	 	Total Infrastructure	 	 	14,420	 
	 
	 	 	 	 	 	 	
	 
	 
	 	Other	 	 	 	 
	 
	 	 	 	 	 	 	
	 
	H
	 	Noise Control, Fencing, & Screens	 	 	600	 
	I
	 	Demolition	 	 	1,000	 
	J
	 	New Warehouse	 	 	76	 
	L
	 	PCP or SPS Units (46)	 	 	2,875	 
	M
	 	Well Abandonments (46)	 	 	2,760	 
	0
	 	Well Reabandonments (10)	 	 	1,000	 
	P
	 	Raise / Lower Wellheads (74)	 	 	3,039	 
	R
	 	Soil Remediation	 	 	3,850	 
	S
	 	Seismic	 	 	80	 
	T
	 	Permits	 	 	300	 
	 
	 	 	 	 	 	 	
	 
	 
	 	Total - Other	 	 	15,580	 
	 
	 	 	 	 	 	 	
	 
	 
	 	Grand Total	 	 	30,000	 
	 
	 	 	 	 	 	 	
	 



Revised 1-29-03 mgh


 






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Schedule B



Well Work Listing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Abandonments	 	 	 	 	 	 	 	 
	Development	 	
	 	Vaulted	 	Peripheral
	Phase	 	Idle Wells	 	Active Wells	 	Reabandonments*	 	Wells	 	Wells
	
	 	
	 	
	 	
	 	
	 	

	 	1
	 	EN 17	 	EN 16	 	EN 1	 	EN 26	 	36 RD
	 	1
	 	EN 18	 	32 RD	 	EN 2	 	 	46	 	 	 	52	 
	 	1
	 	 	33	 	 	 	34	 	 	 	35	 	 	 	79	 	 	 	52 A	 
	 	1
	 	 	40	 	 	 	51 A	 	 	 	39	 	 	 	89	 	 	 	55	 
	 	1
	 	 	50	 	 	75 RD	 	 	92	 	 	 	90	 	 	 	55 A	 
	 	1
	 	 	51	 	 	 	91	 	 	 	 	 	 	 	147	 	 	 	73	 
	 	1
	 	 	152	 	 	 	144	 	 	 	 	 	 	 	148	 	 	 	160	 
	 	1
	 	 	199	 	 	 	165	 	 	 	 	 	 	 	150	 	 	 	163	 
	 	1
	 	 	215	 	 	 	207	 	 	 	 	 	 	 	151	 	 	 	173	 
	 	1
	 	 	216	 	 	 	208	 	 	 	 	 	 	 	153	 	 	 	174	 
	 	1
	 	 	257	 	 	 	218	 	 	 	 	 	 	 	171	 	 	 	196	 
	 	1
	 	 	268	 	 	 	244	 	 	 	 	 	 	 	198	 	 	 	206	 
	 	1
	 	 	284	 	 	 	258	 	 	 	 	 	 	 	221	 	 	 	209	 
	 	1
	 	 	 	 	 	 	283	 	 	 	 	 	 	 	232	 	 	 	210	 
	 	1
	 	 	 	 	 	 	301	 	 	 	 	 	 	 	256	 	 	 	213	 
	 	1
	 	 	 	 	 	 	304	 	 	 	 	 	 	 	269	 	 	 	222	 
	 	1
	 	 	 	 	 	 	309	 	 	 	 	 	 	 	285	 	 	 	223	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	287	 	 	 	224	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	288	 	 	 	225	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	292	 	 	 	249	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	294	 	 	 	282	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	159	 	 	 	302	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	217 RD2	 	 	 	 
	 	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	247	 	 	 	 	 
	 	2
	 	 	145	 	 	 	80	 	 	 	17	 	 	 	87	 	 	 	37	 
	 	2
	 	 	146	 	 	81 RD	 	 	41	 	 	 	134	 	 	 	74	 
	 	2
	 	 	 	 	 	 	88	 	 	 	42	 	 	 	180	 	 	 	133	 
	 	2
	 	 	 	 	 	 	100	 	 	 	44	 	 	 	211	 	 	 	141	 
	 	2
	 	 	 	 	 	 	164	 	 	 	 	 	 	 	230	 	 	 	168	 
	 	2
	 	 	 	 	 	 	178	 	 	 	 	 	 	 	259	 	 	 	176	 
	 	2
	 	 	 	 	 	 	203	 	 	 	 	 	 	 	276	 	 	 	177	 
	 	2
	 	 	 	 	 	 	251	 	 	 	 	 	 	 	281	 	 	 	181	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	293	 	 	 	190	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	219	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	220	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	241	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3
	 	 	197	 	 	 	130	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3
	 	 	 	 	 	 	192	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3
	 	 	 	 	 	 	194	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Wells
	 	 	16	 	 	 	28	 	 	 	9	 	 	 	33	 	 	 	34	 



*     Reabandonments subject to verification of need


Schedule B

 







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Schedule C



Drawing List




	 	 	 
	Drawing Number	 	Drawing Title
	
	 	

	BO-200-2001	 	
Conceptual Pipeline/Electrical Corridor
	 	 	 
	BO-200-2003	 	
Existing Oil Gathering System for Real Estate Development
	 	 	 
	BO-200-2004	 	
Existing Gas Gathering System for Real Estate Development
	 	 	 
	BO-200-2005	 	
Existing Water Injection System for Real Estate Development



 






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Schedule D



Remediation Required By EIR (Nuevo)



As set out in the approved Remedial Action Plan



submitted December 16, 1999, as amended



October 3, 2001, December 27, 2001 and January 13, 2003



 






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Schedule E



Re-Vegetation Of Open Space



As set out in the Biological Assessment included within the



Biological Opinion dated December 30, 2002 as used by



the US Army Corps of Engineers in its Section 404 Permit




 









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EXHIBIT “J”




ASSUMPTION OF OBLIGATIONS




     The undersigned acknowledge and agree that they have received valuable
consideration for executing this Assumption of Obligations and assuming all
the obligations of Buyer under the Agreement (including specifically without
limitation those obligations in Sections 3.2, 3.4, 3.5, 3.7, 5.28 and 5.29
thereof) as the beneficiary of (a) the further transfer of Property Interests,
(b) the assignment provisions in Section 5.18 and (c) otherwise in connection
with the recitals, covenants and promises between Seller and Buyer in the
Agreement, and in exchange therefor, hereby assume, in addition to and not in
lieu of the assumption by Buyer of all its duties and obligations under the
Agreement, all of Buyer’s duties and obligations under the Agreement;
provided, however, that each of the undersigned’s potential liability to
Seller pursuant to this Assumption of Obligations shall be limited, to the
value and extent of the Property Interests held by such undersigned entity,
except to the extent of any insurance, surety or other third party proceeds,
contributions and/or liability from which they may benefit relating thereto
and which they hereby agree to pursue in each instance with best efforts on
behalf of Seller.



     This assumption of obligations shall not apply to an undersigned which
does not actually come into possession of any Property Interests; however, the
assumption shall specifically apply to any successor in interest, assignee, or
grantee. To the extent an undersigned conveys or assigns any of its
prospective or actual interests or rights in or to the Property Interests, the
undersigned shall require any such successor in interest or assignee to agree
in writing to the assumptions of obligations set forth herein.



     Without in any way limiting the effect of the Indemnity Sections or of
any other obligation, liability, responsibility or indemnity of Buyer under
the Agreement, the following shall apply with respect to this Assumption of
Obligations by the undersigned (jointly and severally, “Undersigned”)
regarding the Indemnities of Buyer in favor of Seller against Losses in
Section 3 of the Agreement (“Indemnity Section”):



     (1) In the event of any mediation, arbitration, reference proceeding,
litigation or any
other dispute resolution method, procedure and/or endeavor (“Indemnity
Controversy”) for
which defense and indemnity may be claimed by Seller against Buyer, Seller
may demand
defense and indemnity from any or all of the Undersigned, at Seller’s sole
discretion. Upon such
demand, the Undersigned to whom such demand is made shall immediately
tender to Seller
defense and indemnity pursuant to the terms of the Agreement.



     (2) In any Indemnity Controversy, Buyer and/or any or all of the
Undersigned may
make a written request of any trier of fact (“Trier”) therein for a
specific, special finding
(“Finding”) that any liability of Seller for which defense and indemnity
applies under the
Agreement shall be identified and allocated in whole or in part by such
Trier, in its sole
discretion, to all or any of the Undersigned and Buyer. For purposes of
this Assumption of
Obligations, a “Finding” does not occur and is not effective until there
is a final judgment or
other final, non-appealable resolution of the dispute concerning the
Allocation.



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     (3) In the event a Finding is made pursuant to this Assumption of
Obligations, Buyer
and the Undersigned shall have the responsibility to Seller, from the date
of the Finding forward,
for only their portion of the Allocation. In the absence of a Finding or
prior to the effectiveness
of a Finding, Buyer and the Undersigned shall be jointly and severally
responsible for the full
amount of liability of Seller for which defense and indemnity applies
under the Agreement. In
no event shall Buyer or the Undersigned have the right to recover from
Seller any defense and/or
indemnity payments made to Seller under this Assumption of Obligations or
the Agreement.



     (4) To the extent any disputes arise between or among Buyer, the
Undersigned, or
any of them, regarding the matters described in this Assumption of
Obligations, Buyer and the
Undersigned shall resolve such disputes among themselves. Any such
disputes shall not be a
matter for which Seller shall be concerned or in which Seller shall be a
party or participant, or
have any liability whatsoever.



	 	 	 	 	 	 	 
	 	 	, a
	 	 	 	, a
	
 	 	 	
 	 
	
 	 	 	
 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 	
	 	 	
 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 	
	 	 	
 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 	
	 	 	
 







2









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EASEMENT AGREEMENT




     THIS EASEMENT AGREEMENT (“Agreement” or “Easement Agreement”), is made this
28th day of February, 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation (“Grantor”), its successors in interest and assigns and
BLACKSAND PARTNERS, L.P., a Texas limited partnership (“Grantee”).



RECITALS




     I. Grantor is the owner of that certain real property consisting of
approximately 810
acres, located in the Sphere of Influence of the City of Brea, County of
Orange, State of
California, more fully described on Attachment A (“Property”). The
Property includes the
Development Areas on which the Project will be developed by Developer.



     II. Contemporaneously herewith, Grantor sold the Minerals and Appurtenant
Interests, including the Property Minerals (lying in, under and through
the Property), to Grantee
pursuant to that certain Purchase and Sale Agreement dated February 28,
2003 (“Purchase and
Sale Agreement” or “PSA”).



     III. The parties now desire to enter into this Easement Agreement upon
such terms
and conditions as are hereinafter set forth, with the understanding that
all rights granted herein by
Grantor to Grantee are in addition to, and not in limitation of, the
rights enjoyed by Grantee as
the Owner of the Minerals, including the Property Minerals.



     IV. Initially capitalized terms not otherwise defined herein shall have
the meanings
given in the Purchase and Sale Agreement. The word “including” as used in
this Easement
Agreement shall mean “including without limitation.”



     NOW THEREFORE, in consideration of the Recitals, mutual covenants
contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor and
Grantee hereby agree as follows:



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AGREEMENT




EXHIBIT “K”

EASEMENT AGREEMENT




GRANTING EASEMENTS TO
MINERAL BUYER FOR,




OIL OPERATIONS





 








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Escrow No. 225674JC




WHEN RECORDED RETURN TO:




BlackSand Partners,
L.P.
 320 Leyden
Street
 Denver,
Colorado 80220

Attn: Tim Collins







EASEMENT AGREEMENT




     THIS EASEMENT AGREEMENT (“Agreement” or “Easement Agreement”), is made this
28th day of February, 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation (“Grantor”), its successors in interest and assigns and BLACKSAND
PARTNERS, L.P., a Texas limited partnership (“Grantee”).



RECITALS




     I. Grantor is the owner of that certain real property consisting of
approximately 810
acres, located in the Sphere of Influence of the City of Brea, County of
Orange, State of
California, more fully described on Attachment A (“Property”). The
Property includes the
Development Areas on which the Project will be developed by Developer.



     II. Contemporaneously herewith, Grantor sold the Minerals and Appurtenant
Interests, including the Property Minerals (lying in, under and through
the Property), to Grantee
pursuant to that certain Purchase and Sale Agreement dated February 28,
2003 (“Purchase and
Sale Agreement” or “PSA”).



     III. The parties now desire to enter into this Easement Agreement upon such terms
and conditions as are hereinafter set forth, with the understanding that
all rights granted herein by
Grantor to Grantee are in addition to, and not in limitation of, the
rights enjoyed by Grantee as
the Owner of the Minerals, including the Property Minerals.



     IV. Initially capitalized terms not otherwise defined herein shall have the meanings
given in the Purchase and Sale Agreement. The word “including” as used
in this Easement
Agreement shall mean “including without limitation.”



     NOW THEREFORE, in consideration of the Recitals, mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Grantor and Grantee hereby
agree as follows:



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	A.	 	GRANT OF EASEMENTS





     GRANTOR HEREBY GRANTS TO GRANTEE, ITS SUCCESSORS AND ASSIGNS, THE
FOLLOWING EASEMENTS:



     1. Temporary Easement.



          1.1 A temporary blanket, non-exclusive surface and subsurface easement
and right-of-way over the currently existing roads and currently used areas
for the use for Oil Operations located in and through the Property described
on Attachment A for access, ingress and egress to operate and service each and
all of Grantee’s Oil Assets and all Facilities now and in the future on the
Property (the “Property Minerals Temporary Easement”).



     This Property Minerals Temporary Easement shall terminate and be
quitclaimed by Grantee to Grantor when replaced by the permanent non-exclusive
easement set forth below in Section 2.2.3, which such permanent easement shall
be determined and configured from the Governmental Approvals of the Level A
Final Map or any Level B Final Map.



     2. Permanent Easements. Grantor hereby grants to Grantee the following
described
permanent easements, to be effective automatically upon the receipt by
Grantor of the
Governmental Approvals described in Section 1.1 above. No such permanent
easement shall be
subordinated to any right, entitlement, debt instrument, or instrument of
any kind for any
purpose. The Grantor and Grantee shall cooperate in good faith in
determining the exact location
of the permanent easements.



          2.1 Exclusive Easements.



               2.1.1 Exclusive surface easements for the individual wells within the
Development Areas and the Open Space Areas, as more particularly set forth in
the Purchase and Sale Agreement, including the upper five hundred feet (500’)
of the land measured downward from the surface to a depth of five hundred feet
(500’) below the surface thereof, around and immediately contiguous to the said
individual wells within the Exclusive Use Area of the existing wells within the
Development Areas and existing and future wells within Open Space Areas. As
more particularly set forth in the PSA: (i) the Development Areas shall mean
those portions of the Property that are designated by Developer for
improvements in connection with the Project, which will be shown in the Level A
Final Map or any Level B Final Map and (ii) the Open Space Areas shall mean
those portions of the Property that are designated for open space within the
Remainder Parcels in the final Area Plan or the Level A Final Map. The said
immediately contiguous Exclusive Use Areas for these wells are anticipated to
be approximately (i) ten feet (10’) by ten feet (10’) immediately contiguous to
the individual wells within the Development Areas and (ii) sixty feet (60’) by
ninety feet (90’) immediately contiguous to the individual wells within the
Open Space Areas; the exact configuration of which shall each be determined by
Developer at a later date in consultation with Grantee. Provided, however, when
an existing well lying within the Development Areas is plugged and abandoned,
the easement rights granted hereunder with respect to such existing well shall
automatically cease, terminate and be of no further effect, except for
Grantee’s required access to promptly remove equipment and facilities
therefrom, and to remediate such well site.



2









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               2.1.2 Exclusive easements for all well bores for wells drilled in the
future from the surface of the real property described on Attachment B to a
depth of five hundred feet (500’) below the surface (“Tonner Tank Farm and
Main Oil Operations Area”).



          2.2 Non-Exclusive Easements.



               2.2.1 A surface and subsurface easement on, over, under, in and through
the Joint Use Areas as more particularly described in Section 1.1.28 of
the PSA for the purposes
of Oil Operations for the existing wells which are for the joint use of
Grantor (or Grantor’s
successors in interest, including Developer) and Grantee, and which may be
used by Grantee to
operate, pull, and rework Grantee’s existing wells, lay, construct,
maintain, operate, repair,
renew, change the size of and remove pipelines and electrical facilities,
together with valves,
meters and other necessary appurtenances, for the transportation of oil,
petroleum, gas, water and
other substances, over, across, along, through in and under the Property.
The Joint Use Areas for
the said individual wells shall be those areas immediately contiguous to
the Exclusive Use Areas
and are anticipated to be approximately sixty feet (60’) by ninety feet
(90’), the exact
configuration of which will each be determined by Developer at a later
date in consultation with
Grantee. Provided, however, when an existing well lying within the Joint
Use Areas is plugged
and abandoned, the easement granted hereunder shall automatically cease,
terminate and be of no
further effect with respect to such existing well, except for Grantee’s
required access to promptly
remove equipment and facilities therefrom, and to restore and remediate
such well site.



               2.2.2 A non-exclusive easement for all existing well bores and for wells
drilled in the future from the surface of the real property described on
Attachment C to a depth of
five hundred feet (500’) below the surface (“Corridor Oil Operations”).



               2.2.3 A surface and subsurface easement and right-of-way on, over,
under, in and through all the Property described on Attachment A as
necessary to provide
Grantee with vehicular and pedestrian access, ingress and egress to each
and every Exclusive
Use Area, Joint Use Area, Oil Asset, Facility and the Retained Properties,
now and in the future
on the Property so Grantee may conduct Oil Operations within the Joint Use
and Exclusive Use
Areas as described herein. Said easements shall be on, over or within,
respectively, public
streets, where practical, and if not, then on, over or within any area of
the Property described on
Attachment A necessary to give reasonable and convenient access, ingress
and egress so Grantee
may conduct such Oil Operations on the land described on Attachments B and
C. Said easement
shall be of a size reasonably necessary to accommodate all Facilities and
turn-arounds therefor,
necessary so Grantee may “operate and service” such Facilities on the land
described on
Attachments B and C in a reasonably convenient fashion.



     B. NO
SUBORDINATION



     GRANTOR AGREES THAT THIS EASEMENT AGREEMENT SHALL NOT BE SUBORDINATED TO
ANY DEBT INSTRUMENT, OR INSTRUMENT OF ANY KIND FOR ANY PURPOSE.



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     C. COVENANTS AND ENVIRONMENTAL USE RESTRICTIONS RUNNING WITH THE
PROPERTY



     GRANTEE AGREES WITH GRANTOR AS FOLLOWS :



     1. Performance.



          1.1 Access Road. Grantee shall be responsible for construction of an
access
road, twenty feet (20') in width, engineered, constructed, sloped for
drainage and surfaced in
such a manner and with such materials as is necessary to withstand eighty
thousand (80,000)
pounds of well servicing equipment, to the outer perimeter of each of
Grantee’s Retained
Properties, generally as described on Attachment C.



          1.2 Access for Grantee to Wells. Grantor shall at all times in the future grant
Grantee twenty-four (24) hour access to Grantee’s Facilities on the
Property described on
Attachment A. Grantee and its agents, successors and assigns, shall be
provided at all times with
access to any gates, and keys to any locks on said gates, that may be
constructed on the Property
on Attachment A.



     Grantee shall be responsible to Grantor for its proportionate share of
all costs for maintenance of or for the ordinary “wear and tear” on streets
used by Grantee for access to the Facilities and/or caused by its oil field
service vehicles and/or equipment of any kind determined by agreement of the
parties, or failing such agreement within thirty (30) days, by Arbitration
pursuant to Section 5.9 of the PSA.



     None of Grantee’s easements shall be blocked or otherwise unreasonably
interfered with by any person or thing at any time. No vehicles or other items
may be placed or stored by Grantor or by a homebuyer or third party (purchaser
or otherwise) on any of said easements so as to block access and use of said
easements by Grantee. Grantee shall have the right, at all times in the
future, to immediately tow any vehicle or other item blocking any of said
easements at the owner’s expense.



          1.3 Requirement for Construction of Certain Streets. In construction of
the
Project Grantor or Developer shall ensure that all of those portions of
the streets over which
Grantee requires easements for access, ingress and egress to the
Facilities shall be engineered,
constructed, sloped for drainage and surfaced in such a manner and with
such materials as is
necessary to withstand eighty thousand (80,000) pounds of well servicing
equipment and have a
minimum width of clearance of twelve feet (12') and shall otherwise meet
all applicable
Governmental Agency requirements.



          1.4 Maintenance and Landscaping. Grantee shall be responsible for the
maintenance and upkeep inside the fences on all areas of the Property
described on Attachment
A including the Exclusive Use Areas and Retained Properties. Such
maintenance shall include,
without limitation, all streets, other access roads, walls, fences, gates
and landscaping
surrounding the Exclusive Use Areas and Retained Properties. In the
event Governmental
Agency regulations conflict with the provisions of this Easement
Agreement, Grantee shall
comply with said Governmental Agency regulations; otherwise, the terms and
conditions of this
Easement Agreement shall control.



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          1.5 No Structures on Joint Use Areas: No underground or above ground
structure of any kind, including walls and fences, shall be allowed within the
Joint Use Areas unless approved by Grantor in writing as to design, materials
and construction techniques, which approval shall not be unreasonably
withheld.



D. MISCELLANEOUS PROVISIONS



     1. Incorporation of Recitals and Attachments. Grantor and Grantee
hereby
incorporate into the terms of this Agreement each and every one of the
Recitals contained in
paragraphs I through IV, inclusive, and all the Attachments (with their
attachments and exhibits),
as though fully set forth herein.



     2. The parties hereto agree that all defined terms in this Easement
Agreement shall
be as defined in the Purchase and Sale Agreement between the parties, to
which this Easement
Agreement is Exhibit “K,” unless specifically defined otherwise herein.
As used in this
Easement Agreement, the term “to operate and service” each of Grantee’s
oil wells and related oil
field facilities or words of comparable meaning shall include, without
limitation, now and in the
future, the right to drill for, explore, re-drill, work, rework and/or
complete or re-complete wells
for oil, gas and other hydrocarbon substances, water and minerals, of
every type and nature
(collectively, “Oil Assets” or “Property Minerals”), together with the
right to produce, store and
inject water and other substances for secondary and/or tertiary recovery
operations or to use
other techniques, whether now known or unknown, and to produce, take,
treat, store and sell oil,
gas and other hydrocarbon substances from the Property together with the
right to permanently
place, locate, relocate, construct, reconstruct, maintain, operate, use,
repair, replace, remove,
move, change the size of, increase the number of and remove: all wells,
pipelines, utilities
(including without limitation water lines and power lines), buildings,
facilities, equipment and
fixtures necessary or desirable for Seller’s continued operation of the
oil and gas field
(collectively, “Facilities”), on, over, under, in and through the
Property, together with the right of
ingress and egress from the Property to all Exclusive and Joint Use Areas,
Retained Properties
and all Facilities wheresoever located on the Property.



     3. Attorneys’ Fees. In the event of any dispute between the parties
hereto or the
institution of any action or proceeding to interpret or enforce this
Easement Agreement, or
arising out of the subject matter of this Easement Agreement, the
prevailing party shall be
entitled to recover its actual expenses, attorneys’ fees and costs,
including professional or expert
consultation or testimony and paralegal fees, both at trial and on any
appeal and in any
administrative proceeding, including any bankruptcy proceeding.



     4. Notices. Any notice to be given or other document to be delivered by
any Party
to the other or others hereunder, and any payments from Grantor to
Grantee, may be delivered in
person to an officer of any party, or may be delivered by Federal Express,
private commercial
delivery or courier service for next business day delivery, or may be
deposited in the United
States mail, duly certified or registered, return receipt requested, with
postage prepaid, and
addressed to the party for whom intended, as follows:



5









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	 	If to Grantor:	 	 	 	 
	 	 	 	 	Nuevo Energy Company
	 	 	 	 	1021 Main, Suite 2100
	 	 	 	 	Houston, Texas 77002
	

	 	 	 	Attn:
	 	Phillip A. Gobe
	

	 	 	 	Fax:
	 	(713) 374-4817
	

	 	 	 	Phone:
	 	(713) 374-4832
	

	 	 	 	Email:
	 	gobep@nuevoenergy.com
	 
	 	 	 	 	 	 
	

	 	 	 	and	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Attn:
	 	Phil Sorbet
	

	 	 	 	 	 	1200 Discovery Drive, Suite 500
	

	 	 	 	 	 	Bakersfield, CA 93309
	

	 	 	 	Fax:
	 	(661) 395-5294
	

	 	 	 	Phone:
	 	(661) 395-5431
	

	 	 	 	Email:
	 	sorbetp@nuevoenergy.com
	 
	 	 	 	 	 	 
	

	 	Copy to:	 	 	 	 
	 	 	 	 	Ullom Associates
	 	 	 	 	16149 Redmond Way, Ste. 401
	 	 	 	 	Redmond, Washington 98052
	

	 	 	 	Fax:
	 	(425) 836-2870
	

	 	 	 	Phone:
	 	(425) 836-2728
	

	 	 	 	Email:
	 	ullomjw@aol.com
	 
	 	 	 	 	 	 
	To Grantee:	 	 	 	BlackSand Partners, L.P.
	 	 	 	 	BlackSand Energy, Inc.
	 	 	 	 	1801 Broadway, Suite 600
	 	 	 	 	Denver, Colorado 80202
	

	 	 	 	Attn:
	 	Tim Collins
	

	 	 	 	Fax:
	 	(303) 296-0329
	

	 	 	 	Phone:
	 	(303) 296-1908
	

	 	 	 	Email:
	 	timdenver@aol.com
	 
	 	 	 	 	 	 
	

	 	 	 	and	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Thompson & Knight LLP
	 	 	 	 	1700 Pacific Avenue, Suite 3300
	 	 	 	 	Dallas, Texas 75201
	

	 	 	 	Attn:
	 	Arthur Wright, Esq.
	

	 	 	 	Fax:
	 	(214) 969-1751
	

	 	 	 	Phone:
	 	(214) 969-1409
	

	 	 	 	Email:
	 	arthur.wright@tklaw.com








6









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	Copy to:
	 	 
	 
	 	 
	

	 	Kent G. Snyder, Esq.

2212 Dupont Drive, Suite B

Irvine, California 92612

Fax:   (949) 833-8209

Phone:   (949) 833-9078

Email:   ksnyder@winstarmail.com







     Notice may also be given by facsimile transmission (“Fax”) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above.



     5.     Interpretation: Governing Law. This Easement Agreement shall be
construed
according to its fair meaning and as if prepared by both parties hereto.
This Easement
Agreement shall be construed in accordance with the laws of the State of
California. Any action
shall be brought in a court of competent jurisdiction located in Orange
County, California. The
parties understand and agree that the rights granted herein are “private”
and may be restricted,
modified or nullified (collectively, “Nullification”) by the actions of
Governmental Agencies;
and that Grantor makes no representation, promise or covenant that
Nullification will not occur.



     6.     No Waiver. No delay or omission by either party hereto in exercising
any right or
power accruing upon the compliance or failure of performance by the other
party hereto under
the provisions of this Easement Agreement shall impair any such right or
power or to be
construed to be a waiver thereof. A waiver by either party hereto of a
breach of any of the
covenants, conditions or agreements hereto to be performed by the other
party shall not be
construed as a waiver of any succeeding breach of the same or other
covenants, agreements,
restrictions or conditions hereof.



     7.     Modifications. Any alteration, change or modification of or to this
Easement
Agreement, in order to become effective, shall be made by written
instrument, and in each such
instance executed on behalf of each party hereto, and duly recorded by the
Orange County
recorder.



     8.     Severability. If any term, provision, condition or covenant of this
Easement
Agreement or the application thereof to any party or circumstance shall,
to any extent, be held
invalid or unenforceable, the remainder of this instrument, or the
application of such term,
provision, condition or covenant to persons or circumstances other than
those as to whom or
which it is held invalid or unenforceable, shall not be affected thereby,
and each term and
provision of this Easement Agreement shall be valid and enforceable to the
fullest extent
permitted by law.



7









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     9.     Time is of the Essence. Time is hereby expressly made of the essence
in this
Easement Agreement and each term and provision hereof, and Grantor and
Grantee specifically
agree to strictly comply and perform their obligations herein in the time
and manner specified
and waive any and all rights to claim such compliance by mere substantial
compliance with the
terms of this Easement Agreement.



     10.     Authority and Capacity. Each of the persons signing this Easement
Agreement
represents and warrants that he or she is authorized to execute and
deliver this Easement
Agreement and that this Easement Agreement will be binding upon the party
for whom such
person has signed, and that the signature of no other party or person is
required in order to bind
such party. Each person executing this Easement Agreement on behalf of a
corporation or other
entity represents and warrants that he or she is duly authorized to
execute and deliver this
Easement Agreement on behalf of such corporation or other entity in
accordance with authority
granted under the formation documents of such entity, that all conditions
to the exercise of such
authority have been satisfied, and that this Easement Agreement will be
binding upon such entity
in accordance with its terms.



     11.     Titles and Captions. Titles and captions are for convenience only and
shall not
constitute a portion of this Easement Agreement.



     12.     Gender. As used in this Easement Agreement, masculine, feminine or
neuter
gender and the singular or plural number shall each be deemed to include
the others wherever
and whenever the context so dictates.



     13.     Execution in Counterparts. This Easement Agreement may be executed in
several
counterparts, and all so executed shall constitute one agreement binding
on all parties hereto,
notwithstanding that all parties are not signatories to the original or
the same counterpart.



     14.     Binding Effect; Runs with the Property. This Easement Agreement and
all its
provisions shall bind and inure to the benefit of the respective heirs,
personal representatives,
successors and assigns of the parties hereto and/or to the Property and/or
any portion thereof.
Every person or entity who now or hereafter owns or acquires any right,
title or interest in or to
any portion of the Property, shall be deemed to have consented and agreed
to each and all of the
provisions hereof, whether or not any reference to this Easement Agreement
is contained in the
instrument by which such person or entity acquired an interest therein.



     15.     Conflicts. This Easement Agreement is granted subject to the terms
and provisions of the Purchase and Sale Agreement and the Grant Deed. If
there is a conflict
between the terms of this Easement Agreement, the Purchase and Sale
Agreement and the Grant
Deed, the interpretation thereof shall be conclusively determined by
reference to the following
documents in the order listed below:




	 	(a)	 	Purchase and Sale Agreement
	 
	 	(b)	 	Grant Deed
	 
	 	(c)	 	Easement Agreement




8









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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.



	 	 	 	 	 	 	 	 	 
	

	 	“Grantor”
	 
	 	 	 	 	 	 	 	 
	

	 	NUEVO ENERGY COMPANY, a Delaware

corporation
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	

	 	 	 	

	

	 	 	 	George Nilsen
	

	 	Title: Senior Vice President
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	

	 	 	 	

	

	 	 	 	Bruce Murchinson
	

	 	Title: Senior Vice President and General Counsel
	 
	 	 	 	 	 	 	 	 
	

	 	“Grantee”
	 
	 	 	 	 	 	 	 	 
	

	 	BLACKSAND PARTNERS, L.P., a Texas limited

partnership
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 	 	 	 	 
	

	 	Title: General Partner
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 	 
	

	 	 	 	 	 	 	 	

	

	 	 	 	 	 	Title:	 	 
	

	 	 	 	 	 	 	 	

	

	 	 	 	 	 	By:	 	 
	

	 	 	 	 	 	 	 	

	

	 	 	 	 	 	Title:	 	 
	

	 	 	 	 	 	 	 	








9









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	State of California

	 	 	)	 
	

	 	 	)	 
	County of Orange

	 	 	)	 







     On
                
before me,                                                  ,
personally appeared, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature
	 	 
	

	
	 







	 	 	 	 	 
	State of California

	 	 	)	 
	

	 	 	)	 
	County of Orange

	 	 	)	 







     On
                 before me,                                        ,
 personally
appeared, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature
	 	 
	

	
	 







 









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ATTACHMENT A




LEGAL DESCRIPTION OF THE PROPERTY




Attachment A









Table of Contents








ATTACHMENT “A”




THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5,6,7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE
RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE
COUNTY OF ORANGE, AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS,
AND RECORD OF SURVEY FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007
FILED IN BOOK 133, PAGES 41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO.
2001-1007, FILED IN BOOK 187, PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF
SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO
BEING DESCRIBED IN A DEED, BILL OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996
AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS:



PARCEL 1




BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" × 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 20.00
CHAINS TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" × 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" × 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" × 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. 



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK



Page 1 of 5









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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:




BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:




BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND, SAID
POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT 11B;
THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" × 2" STAKE AND THE TRUE
POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST,
380.00 FEET TO A 2" × 2" STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET
TO A 2" × 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" X
2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" × 2" STAKE
AND THE TRUE POINT OF BEGINNING.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



Page 2 of 5









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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM PARCELS A6471–4, A6471–5, A6471–6 AND A6471–7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579. PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N 10°33'18“E 381.48' “ ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;



	 
	THENCE NORTH 10°42'00" EAST 141.00 FEET

	THENCE NORTH 15°02'00" EAST 103.00 FEET

	THENCE NORTH 26°29'00" EAST 105.00 FEET








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THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING
THE-NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18“E 381.48' “;




THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.



PARCEL 2




PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N 10°33'18“E 381.48' “ ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;



	 
	THENCE NORTH 10°42'00" EAST 141.00 FEET

	THENCE NORTH 15°02'00" EAST 103.00 FEET

	THENCE NORTH 26°29'00" EAST 105.00 FEET

	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18“E
381.48' ”;









THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33' 18" WEST 381.48
FEET TO THE TRUE POINT OF BEGINNING.



PARCEL 3




THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:




BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM



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THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11"
WEST 529.60 FEET TO A 2" × 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" × 2”
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" × 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" × 2" STAKE; THENCE
SOOTH 4° 11' 44" WEST 1750.00 FEET TO A 2" × 2" STAKE AND THE TRUE POINT
OF BEGINNING.



THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT
“ ‘A1’ SITE DEPICTION ”, IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 
	 	 
	

	 	
	

	KATHLEEN SUSAN TETREAULT
P.L.S.7297
MY
LICENSE EXPIRES 12/31/2004
	 
	 
	

	January 31, 2003

JN: 13207.00








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ATTACHMENT B



LEGAL DESCRIPTION AND DEPICTION OF THE RETAINED PROPERTY



(Tonner Tank Farm and Main Oil Operations Area)



(Attached)




Attachment B



 






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ATTACHMENT B



Main Operations Area



THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN
THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA,
RECORDED AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL
RECORDS, ALSO AS SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK
187, PAGES 02 THROUGH 07 INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY MORE PARTICULARLY DESCRIBED AS
FOLLOWS:


BEGINNING AT THE NORTHEASTERLY CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA
ANA, SAID POINT ALSO BE THE EASTERLY TERMINUS OF A COURSE SHOWN AS “ N
85° 05' 11" W 7072.20' ”, ALL AS SHOWN ON SAID RECORD OF SURVEY;


THENCE SOUTH 80°59' 00" WEST 1400.50 FEET TO THE TRUE POINT OF BEGINNING;

THENCE NORTH 87°13' 00" WEST 55.00 FEET;

THENCE SOUTH 05°07' 00" WEST 166.50 FEET;

THENCE SOUTH 04°43' 00" WEST 147.00 FEET;

THENCE SOUTH 59°48' 00" WEST 445.00 FEET;

THENCE SOUTH 79°51' 00" WEST 184.00 FEET;

THENCE NORTH 58°19' 00" WEST 182.00 FEET;

THENCE NORTH 01°18' 00" WEST 59.00 FEET;

THENCE NORTH 70°00' 00" WEST 539.50 FEET;

THENCE NORTH 20°43' 00" WEST 65.00 FEET;

THENCE NORTH 07°13' 00" EAST 107.50 FEET;

THENCE NORTH 42°37' 00" EAST 113.50 FEET;

THENCE NORTH 43.00 FEET;

THENCE NORTH 76°51' 00" EAST 126.00 FEET;

THENCE SOUTH 61°35' 00" EAST 167.00 FEET;

THENCE SOUTH 77°57' 00" EAST 142.00 FEET;

THENCE NORTH 61°12' 00" EAST 185.00 FEET;

THENCE EAST 139.00 FEET;

THENCE NORTH 51°53' 00" EAST 295.00 FEET;

THENCE NORTH 72°10' 00" EAST 123.00 FEET;

THENCE SOUTH 60°44' 00" EAST 108.50 FEET;

THENCE SOUTH 43°15' 00" EAST 91.94 FEET;

THENCE SOUTH 08°45' 00" EAST 177.62 FEET TO THE TRUE POINT OF BEGINNING.



CONTAINING 15.062 ACRES, MORE OR LESS.


ALSO AS SHOWN ON DEPICTION, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.


SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS AND RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
		 	
PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 	 
	 	

	 	
KATHLEEN SUSAN TETREAULT P.L.S.7297

MY LICENSE EXPIRES 12/31/2004
	 	 
	 	
February 11, 2003
	 	
JN: 13209.00.042



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ATTACHMENT B



Tonner Tank Farm



THAT PORTION OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE UNINCORPORATED
TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON RECORD OF
SURVEY NO. 2001-1007, FILED IN BOOK 187, PAGES 2 THROUGH 7 INCLUSIVE, AND
RECORD OF SURVEY NO. 91-1007, FILED IN BOOK 133, PAGES 41 THROUGH 46 INCLUSIVE,
BOTH OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:


BEGINNING AT “STEARNS NO. 6”, SAID CORNER BEING AN ANGLE POINT ON THE
NORTHERLY BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA, SAID
POINT ALSO BEING THE NORTHWESTERLY TERMINUS OF A COURSE SHOWN AS
“ N 57°15'12" W 644.58' ”, ALL AS SHOWN ON SAID RECORD OF SURVEY NO.
2001-1007;


THENCE SOUTH 62°27'00" WEST 562.00 FEET TO THE TRUE POINT OF BEGINNING;

THENCE SOUTH 60°43'00" EAST 380.00 FEET;

THENCE SOUTH 29’17'00" WEST 150.00 FEET;

THENCE NORTH 60°43'00" WEST 380.00 FEET;

THENCE NORTH 29°17'00" EAST 150.00 FEET TO THE TRUE POINT OF BEGINNING.



CONTAINING 1.308 ACRES, MORE OR LESS.


ALSO AS SHOWN ON DEPICTION, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF.


SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
		 	
PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 	 
	 	

	 	
KATHLEEN SUSAN TETREAULT, P.L.S.7297

MY LICENSE EXPIRES 12/31/2004
	 	 
	 	
February 11, 2003
	 	
JN: 13209.00.042




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ATTACHMENT C




LEGAL DESCRIPTION AND DEPICTION OF THE CORRIDOR OIL OPERATIONS

AREA WITHIN THE DEVELOPMENT AREA




(Attached)




Attachment C




 









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ATTACHMENT C


Corridor Oil Operations Area



THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS:



BEGINNING AT THE NORTHEASTERLY CORNER OF SOUTHEAST QUARTER OF SECTION 7,
TOWNSHIP 3 SOUTH, RANGE 9 WEST, SAN BERNARDINO MERIDIAN IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, SAID POINT ALSO BEING THE EASTERLY TERMINUS OF A COURSE
SHOWN AS “N 89°47'12" W 2289.20' ”, ALL AS SHOWN ON SAID RECORD OF SURVEY;



THENCE NORTH 03°22'00" EAST 1080.00 FEET TO THE TRUE POINT OF BEGINNING;




THENCE NORTH 22°00'00" WEST 106.00 FEET;

THENCE NORTH 46°00'00" EAST 86.00 FEET;

THENCE NORTH 38°00'00" EAST 185.00 FEET;

THENCE NORTH 84°00'00" EAST 267.00 FEET;

THENCE NORTH 72°00'00" EAST 204.00 FEET;

THENCE NORTH 79°00'00" EAST 178.00 FEET;

THENCE SOUTH 03°00'00" EAST 100.00 FEET;

THENCE SOUTH 79°00'00" WEST 159.00 FEET;

THENCE SOUTH 72°00'00" WEST 208.00 FEET;

THENCE SOUTH 84°00'00" WEST 236.00 FEET;

THENCE SOUTH 38°00'00" WEST 150.00 FEET;

THENCE SOUTH 46°00'00" WEST 131.53 FEET; TO THE TRUE POINT OF BEGINNING.



CONTAINING 2.045 ACRES, MORE OR LESS.



ALSO AS SHOWN ON DEPICTION, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
	
	 	PREPARED BY: THE KEITH COMPANIES

	 	UNDER THE DIRECTION OF:

	 	

	 	KATHLEEN SUSAN TETREAULT P.L.S.7297

	 	MY LICENSE EXPIRES 12/31/2004

	 	 
	 	February 11, 2003
	 	JN: 13209.00.042







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MINERAL AGREEMENT




DECLARATION OF DEVELOPMENT COVENANTS,




CONDITIONS AND RESTRICTIONS




 









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MINERAL AGREEMENT




EXHIBIT “L”




DECLARATION OF DEVELOPMENT COVENANTS




CONDITIONS AND RESTRICTIONS




 









Table of Contents








TABLE OF CONTENTS FOR




DECLARATION OF DEVELOPMENT COVENANTS,




CONDITIONS AND RESTRICTIONS




	 	 	 	 	 	 	 
	DESCRIPTION
	 	 	 	PAGE

	Section 1.

	 	Definitions
	 	 	2	 
	Section 2.

	 	Nuevo (or Seller) Improvements, Including Program
	 	 	3	 
	

	 	     I. Post closure-Pre Grading Events
	 	 	12	 
	

	 	     II.
Site Clearing and Site Grading Events Within the Development Areas
	 	 	15	 
	

	 	     III. Post-Grading Events
	 	 	19	 
	2.3           Developer Improvements and Additional Payments

	 	 	21	 
	Section 3.

	 	Condition of the Property (Disclosures); Compliance with Project
Requirements; Development Costs, Taxes and Assessments; Insurance;
Indemnities; Retained Obligations
	 	 	22	 
	Section 4.

	 	Natural Hazard Zones
	 	 	32	 
	Section
5.

	 	Release
	 	 	33	 
	Section 6.

	 	Enforcement: Assignment By Declarant
	 	 	33	 
	Section 7.

	 	Amendments
	 	 	33	 
	Section 8.

	 	Captions
	 	 	33	 
	Section 9.

	 	Governing Law
	 	 	33	 
	Section 10.

	 	Arbitration/Attorneys’Fees
	 	 	34	 
	Section 11.

	 	Severability
	 	 	34	 
	Section 12.

	 	Gender and Number
	 	 	34	 
	Section 13.

	 	Covenants to Run with the Land; Term; Unilateral Amendment for Program
	 	 	35	 
	Section 14.

	 	Notices
	 	 	36	 
	Section 15.

	 	Effect of Declaration
	 	 	37	 
	Section 16.

	 	Rights of Mortgagees
	 	 	37	 
	Section 17.

	 	Waiver of Jury Trial
	 	 	38	 
	Section 18.

	 	No Agency or Partnership
	 	 	38	 
	Section 19.

	 	Assignment of Agreement
	 	 	38	 
	Section 20.

	 	Stand Alone Insurance
	 	 	38	 
	Section 21.

	 	Further Assurances and Cooperation
	 	 	39	 
	Section 22

	 	Continuing Seller Interests
	 	 	40	 
	Section 23

	 	Unocal Asset Purchase Agreement
	 	 	40	 
	Section 24.

	 	Unavoidable Delay
	 	 	40	 
	Section 25

	 	Waiver, Release, and Indemnities: Limitations Under the PAPA
	 	 	41	 
	Section 26

	 	Notice on Approved Transfer
	 	 	41	 
	Section 27

	 	Assumption of Obligations
	 	 	41	 







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	ATTACHMENT “1”

	 	–
	 	DESCRIPTION OF LAND
	 
	 	 	 	 
	ATTACHMENT “2”

	 	–
	 	DESCRIPTION OF COVERED PROPERTY (MINERALS)
	 
	 	 	 	 
	ATTACHMENT “3”

	 	–
	 	DESCRIPTION OF BENEFITED PROPERTY
	

	 	 	 	(SURFACE FEE INTEREST IN THE LAND)
	 
	 	 	 	 
	ATTACHMENT “4”

	 	–
	 	TPEL








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DECLARATION OF DEVELOPMENT COVENANTS,




CONDITIONS AND RESTRICTIONS




     THIS DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS AND
RESTRICTIONS (hereinafter “Declaration” or “Development Declaration”) is made
this _____ day of __________, 2003, by NUEVO ENERGY COMPANY, a Delaware corporation
(“Declarant,” “Seller” or “Nuevo”). Declarant shall include any of its
successors and assigns.



RECITALS




     A. Declarant is the owner of that certain real property, consisting of
approximately 810 acres, located in the County of Orange, State of California
(“Land” or “Property”). Declarant is selling the mineral fee interests lying in
and under the Land and other mineral fee interests owned by Declarant
(collectively, “Minerals” or “Covered Property”) to Buyer immediately after
the recordation hereof with the county recorder of the Country.



     B. Declarant has already taken steps toward the preparation
of portions (“Development Areas”) of the surface fee interest in the Land
(“Surface”) for development, including the submission of certain governmental
approval documents and applications for the Project to governmental Agencies.
Buyer and Declarant agree that the completion of the Well Abandonment and Oil
Field Accommodation Program (“Program”) for the Covered Property and the
Development Areas will be accomplished by Buyer and Declarant as provided in
the PAPA and as specified herein, in conjunction with Developer’s development
of the Project.



     C. Buyer is purchasing the Covered Property from Declarant on the terms,
covenants, conditions and restrictions (collectively, “Restrictions”) set forth
in this Declaration, as well as the provisions contained in the Agreement and
other Development Documents.



DECLARATION




     Purpose of Restrictions. Declarant is the owner of a large and unique
landholding which in the past has been used primarily as an operating oil
field. Declarant has completed the planning for, and is in the process of (a)
obtaining land use entitlements from the County for a coexisting
master-planned residential, retail and recreational community (“Community”)
within the boundaries of the Development Areas and (b) selling the Development
Areas to a Developer.



     The
Community will provide much needed residential housing product for
all economic levels within the region (“Region”), County and City sphere of
influence pursuant to guideline requirements for housing from the Southern
California Association of Governments and extensive recommendations from the
City, and in accordance with and allocating great weight to environmental
preservation recommendations (and techniques, including significant land areas
remaining in open space and open space with oil operations) from various public
and private agencies. The Community, in the form conditionally endorsed by the
City and approved by the County on November 19, 2002, is a finely balanced,
coexisting, multiple-use development that should remain essentially as planned
and approved without the introduction of other significantly



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different uses which might over-burden the Development Areas (and the
Surface), cause harm to the delicate environmental and economic balance within
the Community, and/or controversy within the City, County and/or Region. The
Surface (including the Development Areas) will be owned and operated
separately from the Covered Property and shall be a benefited estate to the
terms set forth herein. It is for this reason that the following Restrictions
are imposed.




     Imposition of Restrictions. Declarant hereby covenants, agrees and
declares that all of its interest as the same may from time to time exist in
the Covered Property shall be held and conveyed subject to the Restrictions
contained herein. These Restrictions shall run with the Covered Property or
any portions into which it may be divided until released as provided herein
and shall be binding upon all parties having or acquiring any right, title or
interest in the Covered Property or any part thereof shall inure to the
benefit of the fee owners of the Benefitted Property and are imposed upon the
Covered Property and every part thereof as a servitude in favor of the
Benefitted Property and every portion thereof as the dominant tenement or
tenements to the extent provided herein.



     Section 1. Definitions. All of the definitions contained in the
Development Documents (as such term is hereinafter defined) are, unless stated
otherwise in this document, incorporated herein by reference. The following
terms shall have the following meaning whenever used in this Development
Declaration (or in any other Development Document, except where inconsistently
defined therein):



     1.1 “Agreement” shall mean that certain purchase and sale agreement for
the Covered Property, between Declarant and Buyer, dated February 28, 2003.



     1.2 “Benefitted Property” shall mean and refer to all of the real property
in Orange County, California described in Attachment “3.”



     1.3 “Covered Property” or “Minerals” shall mean and refer to all of the
real property described in Attachment “2.”



     1.4 “Declarant” or “Seller” shall mean and refer to Nuevo and/or its
Successors (as defined in Section 13).



     1.5 “Buyer” shall mean and refer to BlackSand Partners, L.P., a Texas
limited partnership, and all of its successors and assigns as to the Covered
Property and/or any part or portion thereof, and all persons or entities who or
which, after the date hereof, hold any right, title or interest therein. If
Buyer leases all or any of its interest in the Covered Property, the lessee
thereunder shall also be deemed to be Buyer and both the lessor and the lessee
under such lease shall be responsible as principals (and not sureties) for
compliance with all of the terms and provisions of this Development Declaration
and the Development Documents.



     1.6 “Development Documents” shall mean and refer collectively to all of
the written agreements between Declarant and Buyer, recorded and unrecorded,
concerning the ownership, possession and use of the Covered Property, and shall
include all of the instruments listed in Section 1.1.11 of the Agreement.



     1.7 “Exhibits” shall mean Exhibits to the Agreement, as specifically
identified.



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     1.8 “Improvements” or “improvements” shall mean Buyer’s or Seller’s
Improvements as defined in the PAPA, as the context requires.



     1.9 “Land” shall mean and refer to all of the real property described in
Attachment “1.”



     1.10 “PAPA” shall have the meaning prescribed in the Agreement.



     1.11 “Party” and/or “party” shall have the meaning prescribed in Section
1.1.41 of the Agreement.



     1.12 “Project” shall have the meaning prescribed in Section 1.1.42 of the
Agreement.


Provisions of the Agreement referenced in this Declaration shall automatically
include, incorporate and refer to corresponding Sections of this Declaration
whether or not such Sections are specifically identified.




     Section 2. Nuevo (or Seller) Improvements. Including Program.



     2.1 Program. Nuevo, at no cost and expense to Operator except as may be
expressly provided in the PAPA, shall conduct a well abandonment and oil field
accommodation program for the Parcel composed of those tasks and activities
which are described in this Section 2 and are specifically set out in
Attachment 4 to the PAPA, which, together with those tasks and activities of
Developer described in this Section 2 and specifically set out in Attachment 4
are hereinafter referred to as the “Program.” In connection with the
performance of the Program, Nuevo shall, in the event of conveyance of the
Parcel, enter into an agreement with any successor Developer which will
provide for the performance by Developer of those tasks and activities
described in this Section 2 as Developer’s responsibility. The Program shall
be undertaken with Operator’s cooperation, and in accordance with standards
promulgated at the time of such work by the California Department of
Conservation, Division of Oil, Gas and Geothermal Resources (“CDOGGR”) or such
other governmental agency having jurisdiction over the activity, other legal
and regulatory requirements, as amended from time to time (but such amendment
applicable only to those activities for which Final Acceptance has not been
received), and good oil field practices, all subject to the terms of the PAPA.
Generally, the Program will be accomplished as follows:



          2.1.1 Operator’s Surface Facilities.



                    2.1.1.1 Removal of Surface Facilities and Subsurface Pipelines. Nuevo
shall remove certain of Operator’s surface equipment as specified in Attachment
4 to the PAPA, to the extent and when necessary in accordance with the
applicable Developer Notice to Proceed within the Development Areas and lands
adjacent thereto, including those areas designated for continued oil and gas
operations, to accommodate Developer’s Grading Plan. This will include, but not
be limited to, pumping units, concrete cellars and concrete pads immediately
contiguous to the wellheads, power poles, transformers, manifolds, test bubbles,
compressors, tanks, vessels and above ground pipelines. In addition, Nuevo
shall drain, flush and cap subsurface pipelines, to the extent and when
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Developer Notice to Proceed within the Development Areas and lands adjacent
thereto to accommodate Developer’s Grading Plan. Removal of subsurface
pipelines to the extent deemed necessary or desirable shall be the
responsibility of Developer. Prior to Nuevo’s commencement of work, Operator
shall isolate and cease operation of all equipment and facilities to be
removed and shall take such other steps as are reasonably necessary to allow
such removal to be conducted in accordance with all applicable regulatory
requirements and consistent with good oil field practices. The surface
equipment will be removed from such wells, not just those to be abandoned, to
facilitate the grading. Each wellhead will be surveyed and marked by Operator
one (1) time only and Nuevo and Developer will inspect and approve the
markings. After inspection and approval of the well markings, Developer will
be responsible for grading around the well casings without damaging them.
Upon approval of the well markings, Developer shall proceed in a timely manner
and be responsible to pay, and shall be solely liable for, any and all damage
to any wells caused by Developer’s grading operations.




          The acts or omissions of Developer or Nuevo in accordance with the terms
of the PAPA may not be imputed to Operator unless expressly stated herein.
Developer and Nuevo are each performing their obligations hereunder as
independent contracts and not as a subcontractor or agent of Operator.
Furthermore, the actions or omissions of Operator must be based upon a
specific duty imposed by the PAPA or law upon Operator, and not delegated to
Nuevo.



                    2.1.1.2 Remediation Responsibilities. Should Developer encounter soil that
appears to be crude oil or oil well production impacted (evidenced by staining
or odor), Developer shall immediately notify Operator’s field operations person
and Nuevo’s on-site representative. Developer shall be fully responsible for
funding, implementing and completing all environmental testing, assessment,
remediation, monitoring, reporting or other requirements (with the assistance
of Operator or Nuevo if the absence of such assistance would prevent Developer
from properly performing such responsibilities) with respect to such crude oil
or oil well production impacts. To the extent that such crude oil impact or oil
well production impact is associated with active and producing wells or
operational pipelines or facilities, Operator shall be responsible for
completion of any required well, pipeline or facility repairs. Notwithstanding
the foregoing, Nuevo at its sole cost and expense shall be and remain
responsible for (i) those remediation activities described in the approved
Remedial Action Plan submitted December 16, 1999, as amended October 3, 2001,
December 27, 2001 and January 13, 2003 (“EIR Remediation”) and (ii) crude oil
or other oil well production releases that result from work and activities
undertaken by Nuevo in furtherance of the PAPA. Upon discovery of crude oil or
oil well production contamination in the vicinity of a well identified in
Schedule B of Attachment 4 to the PAPA or temporary or permanent pipeline or
facility, Operator’s field operations person, Nuevo’s onsite representative and
Developer’s on site representative shall determine as soon as reasonably
practical if the soil is crude oil impacted as a result of a leak caused by (i)
Operator’s ongoing production activity in which event costs associated with
cleanup and remediation to oil field standards shall be the responsibility of
Operator, (ii) the activities of Nuevo in performance of the Program including
EIR Remediation in which event costs associated with cleanup and remediation
shall be the responsibility of Nuevo or (iii) from any other causes in which
event the costs associated with cleanup and remediation, including costs to
bring cleanup associated with ongoing production activities from oil field
standards to residential standards, together with clean up and remediation of
all contamination other than the EIR Remediation, shall be Developer’s



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responsibility. The Parties agree that if Operator’s field operations person
and Developer’s and Nuevo’s on site representatives cannot make such a
determination or cannot agree on the source of the apparent soil contamination
within seven (7) business days, Nuevo, Developer and Operator will designate a
representative from a reputable, soils engineering firm that routinely does
soils work (“Soil Firm”) who is familiar with soil contamination issues to
designate the source of the apparent soil contamination. If the parties are
unable to select a Soils Firm, any party to the PAPA may make application to
the Superior Court of Orange Country for the timely appointment of a Soil
Firm. The Soil Firm’s representative shall take a sufficient number of samples
to permit initial and follow-up testing and such representative’s
determination as to all matters, including the allocation of costs, including
its fees, shall be final and binding on the parties hereto. The parties shall
use their commercially reasonable efforts to secure the determination by the
Soil Firm’s representative of the source of the apparent soil contamination
shall be made as soon as practicable after notification to the Soil Firm. If
the Soil Firm’s representative cannot make a conclusive determination as to
the source of the apparent soil contamination, the soil contamination shall be
presumed to have been from other than ongoing production activity. The party
whose actions are found to have created the contamination shall in addition to
the clean up and remediation cost, pay for the Soil Firm’s work; and if more
than one party is found to have created such contamination, the costs of the
Soil Firm’s work will be prorated by such firm among the parties creating the
contamination in proportion to that Parties’ contribution to such
contamination.




          2.1.2. Third Party Easements and Licenses. Nuevo and Operator will
cooperate with Developer in attempting to remove and/or relocate from the
Development Areas oil field related easements and licenses for pipelines
(“TPEL”) belonging to other entities, including those of Southern California
Edison. Nuevo is not aware, to the best of its knowledge, of any other TPEL on
or affecting the Parcel except as described in Attachment 3 to the PAPA. Nuevo
and Operator shall not be required to incur any costs, in their efforts to
cooperate in the removal and/or relocation of the TPEL. Temporary pipelines
may be required in some areas while the grading is in progress. Operator and
Nuevo will use commercially reasonable efforts, at no cost to Operator and
Nuevo, to assist Developer at Developer’s expense in causing these pipelines to
be reinstalled by the respective companies in permanent easements after the
grading is complete. Operator agrees that upon Developer’s written notice,
Operator will assist Developer in giving notice to the third party companies in
an attempt to have the pipelines removed and replaced. Operator and Developer
acknowledge receipt of copies of the easement documents, both recorded and
unrecorded, listed on Attachment 3 to the PAPA and incorporated herein by this
reference.



          2.1.3. On-Site Representative. Nuevo, Operator and Developer shall each
have the right to have representatives on-site both before the grading begins
and during the grading operations on the Parcel to observe such grading
operations. Developer agrees to give Operator sufficient notice prior to
commencement of grading to allow Operator to arrange to have a representative
on-site at Operator’s cost, if Operator so elects.




          2.1.4. Reimbursement.




                    2.1.4.1. Reimbursement Plan. Operator and Nuevo agree that the costs
to implement the Program (“Reimbursement Amounts”) shall not be borne by
Operator, unless



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otherwise provided herein. Notwithstanding any term in the Agreement to
the contrary, Operator shall only be responsible for the cost of
incremental work, if any, requested by Operator under Section 2.3.2. The
parties recognize that the Project may be modified as a result of new or
additional governmental requirements or as a result of the mutual
agreement of the Developer and Operator or among Developer, Operator and
Nuevo as specified herein. In no event shall any modification requested
by Developer or any additional or new governmental requirements prior to
Final Acceptance result in costs, expenditures or commitments by
Operator.




                    2.1.4.2. Program Segments and Notices to Proceed. The Program shall
be implemented into segments as shown below, and each Program Segment
shall commence upon proper receipt of a written notice issued by
Developer and delivered to Nuevo and Operator specifying the Program
Segment to be performed (“NTP”), as follows:



	 	 	 	 	 
	Program Segment
	 	Notice to Proceed (“NTP”)
	 	Acceptance Confirmation

	Pre-Phase I Initial Activity

	 	NTP will be issued as mutually agreed
between Nuevo and Developer.	 	 
	 
	 	 	 	 
	• Preliminary and detailed engineering
and design

	 	 	 	Not Applicable
	 
	 	 	 	 
	• Permitting

	 	 	 	No Applicable
	 
	 	 	 	 
	• Remediation required by EIR

	 	 	 	Developer
	 
	 	 	 	 
	• Initial abandonment of 25 idle and
reabandoned wells

	 	 	 	No Applicable
	 
	 	 	 	 
	Pre-Phase I Intermediate Activity

• Begin procurement of all required
materials and
   equipment
	 	NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be commenced without permits, as
mutually agreed between Nuevo and
Developer.
	 	No Applicable
	 
	 	 	 	 
	• Remove infrastructure and initial
abandonment of active wells

	 	 	 	No Applicable
	 
	 	 	 	 
	• Begin construction of tank farm and
field infrastructure

	 	 	 	No Applicable







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	Pre-Phase I Final Activity

• Complete construction of tank farm
and field
    infrastructure
	 	NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be commenced without permits, as mutually
agreed between Nuevo and
Developer.	 	Operator


	 
	 	 	 	 
	• Construct power system

	 	 	 	Operator
	 
	 	 	 	 
	• Temporary removal of equipment

	 	 	 	Not Applicable
	 
	 	 	 	 
	Phase I


• Raise/lower Phase I well heads



	 	NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be
commenced without permits, as mutually agreed between Nuevo and
Developer.	 	Operator


	 
	 	 	 	 
	• Final abandonment of Phase I wells
	 	 	 	Developer
	 
	 	 	 	 
	• Accommodation of retained wells

	 	 	 	Operator (and Developer for limited
purpose of design compliance)
	 
	 	 	 	 
	• Remove infrastructure and initial
abandonment of Phase II wells

	 	 	 	Not Applicable
	 
	 	 	 	 
	• Temporarily remove Phase II retained

well equipment

	 	 	 	Not Applicable
	 
	 	 	 	 
	Phase II


• Raise/lower Phase II well heads

	 	NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be commenced without permits, as
mutually agreed between Nuevo and Developer	 	Operator


	 
	 	 	 	 
	• Final abandonment of Phase II wells

	 	 	 	Developer
	 
	 	 	 	 
	• Accommodation of retained wells (21
wells)

	 	 	 	Operator (and Developer for limited purpose of design compliance)
	 
	 	 	 	 
	• Remove infrastructure and initial
abandonment of Phase III wells (8
wells)

	 	 	 	Not Applicable
	 
	 	 	 	 
	• Temporarily remove Phase II retained

well equipment

	 	 	 	Not Applicable







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	Phase III

• Raise/lower Phase III well heads

	 	NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be
commenced without permits, as mutually agreed between
Nuevo and
Developer.	 	Operator


	 
	 	 	 	 
	• Final abandonment of Phase III wells

	 	 	 	Developer
	 
	 	 	 	 
	• Seismic Sensor installation

	 	 	 	Developer







                    Upon receipt of the NTP for any Program Segment specified above, Nuevo
shall be obligated to commence the required work within forty-five (45) days
and complete the work within the time duration specified in Attachment 4 to
the PAPA. Operator shall cooperate in good faith with Nuevo and Developer in
the implementation of the Program. Operator shall (i) promptly process all
permit requests; (ii) at its cost comment on all submittals of specifications
or plans within ten (10) business days of receipt thereof; and (iii) at its
cost make all facilities available for accommodation under the Program such
that Nuevo may commence the Program Segment within 45 days of receipt of a
NTP. To the extent that Operator fails to fully and timely cooperate with
Nuevo, and Nuevo, as a result of Operator’s acts or omissions, incurs
penalties, damages or incremental costs in performing the Program, such
penalty, damage or cost shall be the responsibility of Operator and Operator
hereby agrees to defend, indemnify and hold Nuevo harmless therefrom. Operator
shall also be liable to Developer for any and all incremental reasonable cost
or expense incurred by Developer in the development of the Development Areas
as a result of Operator’s failure to comply with the provisions of this
Section. Operator expressly agrees to pay such incremental Developer costs and
defend, indemnify and hold Nuevo harmless therefrom. In addition to the
foregoing, should Operator fail to temporarily or permanently shut in any well
in accordance with the Program, Nuevo shall have the right, but not the
obligation to shut-in such well at Operator’s sole risk and expense. In the
event Developer abandons or suspends the Program other than as a result of
Unavoidable Delay, and does not resume Program activity within the time period
specified in Section 2.4.1.1 after receiving written notice from Operator,
Nuevo shall restore such wells to production at Developer’s rink and sole
expense provided that Nuevo has been prepaid by Developer an amount adequate
to restore such wells. To the extent Nuevo acts as the Developer hereunder and
fails properly to carry out the responsibilities and obligations allocated to
Developer in this Section 2, Operator, after ten (10) days written notice to
Nuevo, may take over and discharge such responsibilities and obligations at
the sole cost and expense of Nuevo, to be reimbursed in cash to Operator
within thirty (30) days of proper completion of such Work by Operator, fully
in compliance with the PAPA and all plans and specifications for such Work.



          2.1.5. Anchor Points and Pulling Pads. As part of the Program, Nuevo shall
be responsible for construction of the anchor points and pulling pads
necessary for Operator’s continuing Oil Operations within the Exclusive Use Areas and Joint Use
Areas within the Development Areas and graded areas adjacent thereto.



          2.1.6. Well Accommodation. As part of the Program, Nuevo will relocate
below the surface of the Parcel, all operating wellheads in the Development
Areas, and those required



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wells within the adjacent grading areas and Public Park areas, and as required
by appropriate Governmental Agency rules as more particularly set out in
Attachment 4, Schedule B to the PAPA.




          2.1.7. Insurance. Each Party shall use commercially reasonable efforts to
name the other parties as Additional Insureds, on each Party’s standard blanket
insurance policy covering its activities related to the Minerals or in
connection with the Program Improvements, for the duration of their
construction or their activities on the Minerals and any portion of the Parcel.




          2.1.8. Completion of the Program.




                    2.1.8.1. Performance by Each Party. Nuevo shall timely commence and
complete each Program Segment within the time duration specified in Attachment
4 to the PAPA after receipt of all required permits for such Segment. Phase I,
II and III Segments will not commence until after completion of Developer’s
grading for that Segment. In no event shall Nuevo or Operator be obligated to
design, construct or install any improvements nor undertake work or activities
other than those specified in Attachment 4 to the PAPA. Should Developer or
Operator’s failure to perform, including, without limitation, pursuant to
Section 2.1.4, other than for the payment of money, or should Nuevo’s failure
to complete any aspect of the work or any Program Segment result from an
Unavoidable Delay, such required performance shall be excused for the period of
time that the Unavoidable Delay prevents performance and the time duration for
the Program Segment shall be extended by the length of time performance is
delayed. Provided, however, that nothing in this Section shall excuse the
performance of any act rendered difficult solely because of the financial
condition of a party. In the event that any delay due to Unavoidable Delay is
anticipated by a Party, such Party shall promptly notify the other parties of
such delay, its cause and the estimated duration of the delay. Each Party shall
exercise due diligence to shorten, mitigate and avoid the effects of the delay
and shall keep all Parties informed as to its efforts.



                    2.1.8.2. Final Acceptance. Developer and Operator shall respectively
conduct a final inspection of those activities in each Program Segment as set
forth in Section 2.1.4.2 as to the items by their name in the “Acceptance
Confirmation” in such section within fifteen (15) days of written notice of
completion. In addition Operator shall have the right, but not the obligation,
to perform a final inspection of the Developer’s work and comment on the same.
Developer and Operator shall deliver to Nuevo (with a copy to the other) (i)
its written confirmation of “Final Acceptance of all matters” (each an
“Acceptance Confirmation”) for each activity in a Program Segment designated
for its Acceptance or (ii) an Acceptance Confirmation of all matters it
considers as completed and a detailed description of any items in the Program
Segment designated for its Acceptance which it in good faith cannot give “Final
Acceptance” together with its requirements therefor. The issuance of an
Acceptance Confirmation of each completed activity within the Program Segment
and of all matters shall be contingent upon acceptance of the work by the
appropriate governmental authority to the extent required. If the parties
cannot resolve any item for which an Acceptance Confirmation has not been given
within 30 days, such unresolved item shall be submitted to arbitration in
accordance with the PAPA. Upon completion of any outstanding items, Operator or
Developer shall deliver an Acceptance Confirmation thereof to Nuevo and the
other within 10 days of such completion. After Final



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Acceptance, Developer shall be responsible for and shall release, hold harmless
and indemnify Operator and Nuevo from all claims, demands, losses or damages,
of any sort whatsoever, relating to the design, engineering, permitting,
maintenance, repair, replacement, relocation, removal and reinstallation of any
abandoned wells, pipelines or facilities located within or adjacent to the
Development Areas and all other matters for which it has given an Acceptance
Confirmation and, together with all other work performed hereunder shall be
referred to as “Developer Liability”. After Final Acceptance, Operator shall be
responsible for and shall release, hold harmless and indemnify Developer and
Nuevo from all claims, demands, losses or damages of any sort whatsoever,
relating to the design, engineering, permitting, installation, repair,
relocation, removal and reinstallation of all active wells, pipelines or
facilities and all other matters for which it has given Final Acceptance
(“Operator Liability”). It is the intention of the Parties that upon Final
Acceptance, Nuevo shall have no further liability or obligation with respect to
the Program and the wells, equipment and facilities accommodated under the
Program. Upon Final Acceptance, Nuevo and Operator shall be relieved of any and
all liability directly or indirectly related to Developer Liability; provided
that notwithstanding the foregoing, so long as Nuevo is Developer, Nuevo shall
not be relieved of Developer Liability. Upon Final Acceptance, as between Nuevo
and Operator, Nuevo shall be relieved of further liability or obligation and
Operator shall indemnify, release and hold Nuevo harmless from any and all
claims, including third party claims, related to Operator Liability.
Notwithstanding anything to the contrary contained herein, Operator, prior to
Final Acceptance, shall not be liable or responsible for any increased costs
which result from governmental requirements to obtain additional permits or
remediate or restore the Parcel to a higher standard resulting from the real
estate development and all such incremental or increased costs shall be the
responsibility of Developer.




                    2.1.8.3. Liability Allocation. Notwithstanding the above or the
Indemnities Developer gives in its agreement to purchase the Parcel, at any
time prior to Final Acceptance, Developer may, in its reasonable discretion,
seek arbitration as provided in Section 2.1.4.3 against Nuevo to obtain
damages for losses suffered as a result of the failure of Nuevo to timely or
properly complete the Program Segment or work thereunder. All disputes between
any of the Parties herein shall be resolved through arbitration. Any award in
such arbitration shall be limited to the recovery of actual direct damages
incurred by Developer. Developer shall not be entitled to indirect,
consequential, special, exemplary or punitive damages. After Final Acceptance
by Developer, Developer shall have no cause of action with respect to
Developer’s Liability against Operator or Nuevo, or their successors or
assigns. After Final Acceptance by Operator, Operator shall have no cause of
action against Developer or Nuevo or their successors or assigns for
Operator’s Liability but Operator or Developer may, in its reasonable
discretion, maintain a lawsuit, arbitration or other action against any
construction entities hired by Nuevo (but not Nuevo itself) to perform work on
the Parcel pursuant to a written contract (“Construction Entities”), to obtain
damages for losses suffered as a result of Nuevo’s failure to timely or
properly construct the completed work, to the extent caused by such
Construction Entities. In that regard, to the extent it possesses and may
assign same, Nuevo hereby conveys, transfers and assigns (and, if necessary,
will convey, transfer and assign a such time as such cause of action arises)
to Operator and Developer a non-exclusive assignment of its rights and
interests in and to any relevant contracts or subcontracts, for the limited
purposes stated herein, without any obligation by Nuevo to participate in such
lawsuit or action, as a party or otherwise,



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and without any responsibility, warranty, representation or liability for any
outcome pursuant thereto or damages awarded therein. Construction Entities
include contractors, subcontractors, materialmen or other independent
entities, but not Operator or Nuevo, their respective constituent partners,
officers, employees or any other related entities. Upon ten (10) days written
request, Nuevo will provide Operator and Developer with a list of such
Construction Entities which have supplied Operator and/or Nuevo with the
Preliminary Notice prescribed by the California Civil Code for the maintenance
of mechanic’s lien rights (See Exhibit “F” to the Agreement). Nuevo further
agrees to not enter into any contract with a Construction Entity that waives
the liability for such entity’s negligence.




                    2.1.8.4. Construction Easement. Operator and Developer, their respective
successors and assigns, hereby grant to Nuevo together with the right to
partition, grant and transfer the same, a nonexclusive easement in gross over
the Parcel to the extent necessary to complete all work required by the
Program.



          2.1.9. Developer Option to Purchase Wells. Developer may at any time
prior to commencement of grading, elect to purchase any or all of Operator’s
active wells lying within the Development Areas solely for the purpose of well
abandonment by giving notice by certified mail of such well designation. The
value of a producing oil well or an injection well shall be determined by
mutual agreement of the parties taking into consideration the current
condition of the well, the reserves assigned to the well, the well’s
production, operating cost, plugging and abandonment cost, for an injector
well, the replacement cost, and any other matter deemed relevant. For purposes
of this Section 2.1.9, the value of a well shall be equal to the average of
the values determined by the reserve engineers, one to be selected by each
party from the list attached as Attachment 2 to the PAPA. Each party shall
select one company from such list by providing written notice thereof within
ten days of the certification date of Operator’s notice. The value, once
determined, shall be final. Prior to grading, the determined value shall be
paid by Developer to Operator, and such costs to Developer shall not be
considered as costs to implement the Program. Developer shall notify Operator
within ten (10) days of receipt of the determination of values which wells it
elects to purchase. Developer shall pay the amount to Operator within twenty
(20) days of such notice. Upon receipt of such payment, Operator shall
promptly (i) shut in any applicable wells, if active, and (ii) deliver to
Developer a Bill of Sale for any such well and transfer operatorship to
Developer. Developer shall (iii) assume operatorship and obtain all necessary
permits and governmental approvals to act as Operator, (iv) not return any
well it purchases to production, and (iv) cause such wells to be plugged and
abandoned and all gathering lines and facilities abandoned and, if above
ground, removed all in accordance with all Governmental Agency regulatory
requirements at Developer’s sole cost and expense in the same time and manner
required of Operator under the Program. Any ancillary costs associated with
the purchase and plugging and abandonment of any such wells and removal of
facilities therefor shall not be considered as Reimbursement Amounts.



     2.2. The Program and Party Responsibilities. Except as otherwise provided
herein, Operator, Nuevo and Developer shall cooperate in the completion of the
Program and each Party shall perform its obligations in a commercially
reasonable manner, and in good faith, as described below and elsewhere herein:



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     I. Post closure-Pre Grading Events



        A. Operator and Nuevo have mutually agreed or, if so indicated, shall
mutually agree, in a manner consistent with Attachment 4 to the PAPA, to the
following matters as more specifically set out in Attachment 4 to the PAPA and
schedules thereto:




	i.	 	the location and size of the area for
the expansion of the existing Tonner Canyon Tank Farm
(“Tank Farm”), which will be required prior to the
decommissioning of the existing East Naranjal Tank Farm
(“EN Tank Farm”).
	 
	ii.	 	the general alignment and grade for
service lines to the Tank Farm and plan facilities to
accommodate the operating wells previously served by
the East Naranjal Tank Farm. (References to grade
within the PAPA refer only to those lines for which
burial is required.) The final alignment and grade will
be mutually agreed to so as to avoid conflict with
future development to the extent possible and to avoid
future interruption of service.
	 
	iii.	 	the general alignment and grade for
the surface and subsurface installation of the 12KV
service line from the existing electrical substation to
the new site and to the existing Stearns gas plant
location (“Gas Plant”). The final alignment and grade
have been selected as to minimize conflict with future
development and avoid future interruption of service.
	 
	iv.	 	INTENTIONALLY OMITTED
	 
	v.	 	shall mutually agree upon the
location, alignment and grade of the “sales point” for
the ConocoPhillips (formerly Tosco) pipeline to serve
the Tank Farm.
	 
	vi.	 	shall mutually agree upon the
location, alignment and grade of the gas gathering
system and associated facilities, and service lines
between the Gas Plant and the Tank Farm.
	 
	vii.	 	shall mutually agree upon the final
grade elevations for each existing well remaining in
the Development Areas, or impacted by grading for the
Development Areas.
	 
	viii.	 	shall mutually agree upon access
plans to provide for interim and final access to
accommodate the Program work and all future
oilfield-related activities.





          B. Developer, at Developer’s cost and expense, shall:



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	i.	 	Prepare the Grading Plan and process it through the
appropriate Governmental Agency. The Grading Plan shall be designed
to be completed in three phases to correspond to the work set out
in Attachment 2 to the PAPA, all as approved by the appropriate
Governmental Agency.
	 
	ii.	 	Prepare a soils and geological review of the Grading Plan.
	 
	iii.	 	Satisfy, or cause to be satisfied, all mitigation measures
precedent to grading found in the Final Tonner Hills EIR.
	 
	iv.	 	Prepare a preliminary utility master plan (“Street and
Utility Improvement Plans”) to serve as a basis for the Facilities
Plan (see C.v., below) and to be submitted to, and approved by,
the appropriate Governmental Agency.
	 
	v.	 	Provide grade elevations for all wells to be retained or
abandoned within the Development Areas or impacted by grading
required for the Development Areas.
	 
	vii.	 	Obtain coverage under the National Pollutant Discharge
Eliminating System (NPDES) statewide General Construction Activity
Stormwater Permit from the State Water Quality Control Board.
	 
	viii.	 	Cause a Remedial Action Plan to be completed and processed
through the County of Orange Health Care Agency, Division of
Environmental Health, or such agency as may have current
jurisdiction of any identified contaminants.





     C. Nuevo at Developer’s cost and expense shall:




	i.	 	Complete construction drawings for the expanded Tank Farm
and facilities related thereto and process them through the
appropriate Governmental Agencies (including, if necessary, the
South Coast Air Quality Management District).
	 
	ii.	 	Complete improvement and relocation plans and process
them through the appropriate Governmental Agencies (as necessary)
for the relocation of the Tank Farm service lines, the East
Naranjal Tank Farm service lines, the Gas Plant service lines,
natural gas gathering lines and 12KV power lines.
	 
	iii.	 	Prepare and submit the well abandonment program, as set
out in Attachment 4 to the PAPA, for permitting through CDOGGR.




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	iv.	 	Prepare schematic facilities plans for pipelines and facilities
(“Facilities Plan”) to service the wells to be accommodated within and
adjacent to the Development Areas.
	 
	v.	 	Construct the Tank Farm improvements.
	 
	vi.	 	Remediate the identified contaminated soils associated with the EN Tank
Farm. Exhumed soils will be isolated and stockpiled for placement by
Developer with the grading of the first phase of development in
accordance with the approved Remedial Action Plan. Exhumed soils not


meeting the criteria for placement on site will be removed from the site
for appropriate disposal.
	 
	vii.	 	Decommission the EN Tank Farm once the service lines are connected to
the improved Tank Farm.
	 
	viii.	 	Construct the new service lines as required to the Tank Farm, rerouting
lines currently serving the East Naranjal Tank Farm, and prepare as-built
plans for those service lines which are permanent.
	 
	ix.	 	Drain, flush and mark for grading any identified abandoned EN Tank Farm
and Tank Farm pipelines.
	 
	x.	 	Construct the temporary or permanent (as applicable) gas gathering lines
and facilities to the Gas Plant.
	 
	xi.	 	Flush and mark any identified abandoned below ground pipelines and
facilities for grading.
	 
	xii.	 	Relocate the 12KV line from the existing electrical substation to the
existing Gas Plant and Tank Farm as necessary.
	 
	xiii.	 	Locate and mark all identified pipelines and facilities within the area
to be graded.
	 
	xiv.	 	Relocate the point of sale for the ConocoPhillips (formerly Tosco)
pipeline to the relocated ConocoPhillips (formerly Tosco) pipeline to
connect to such new point of sale.
	 
	xv.	 	Complete the design drawing for all service-related facilities not
otherwise contemplated herein.
	 
	xvi.	 	Prepare and submit fire and seismic protection plans for accommodated
facilities.




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     II. Site Clearing and Site Grading Events Within the Development
Areas.



          A. Upon notice from Developer of the issuance of a grading permit, and
prior to site clearing, Nuevo, with the cooperation of Operator, shall, after
the receipt of the NTP on a Segment-by-Segment basis, in accordance with the
work associated with the Program Segment as further set out in Attachment 4 to
the PAPA:




	i.	 	“Shut in” the appropriate wells as
necessary; and all appurtenant service lines and
pipelines for such wells will be drained, flushed and
marked in place.
	 
	ii.	 	Disassemble and remove the surface
facilities for such wells (test bubbles, manifolds,
valves, etc.).
	 
	iii.	 	Remove all well site equipment associated with such
wells.
	 
	iv.	 	Remove all of Operator’s surface and
subsurface power lines and transformers.
	 
	v.	 	Relocate, as necessary, power lines,
pipelines and facilities to service wells located
outside of the Development Areas.
	 
	vi.	 	Cause all identified wells impacted
by grading to be clearly marked.
	 
	vii.	 	Commence well abandonment operations
for those wells that are to be permanently abandoned.
Identify and isolate any contaminated soils associated
with the wells for remediation as called for in the
approved Remedial Action Plan. Soils not meeting the
criteria for placement in deep fills, if any, will be
removed from the site for appropriate disposal.
	 
	viii.	 	Remove and crush all well cellars
associated with the wells to be abandoned and
accommodated; the concrete will be crushed, and
stockpiled for later placement by Developer.
	 
	ix.	 	Maintain full authority over the
cleanup and remediation operations for any crude oil
released as a result of Developer’s performance. All
such costs shall be for the account of Developer.
	 
	x.	 	Provide Developer with copies of all
inspection records and reports and test results for any
contaminated soils associated with the well work.




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          B. Upon the issuance of a grading permit, Developer at Developer’s cost
shall, on a Segment-by-Segment basis, in accordance with the work associated
with the applicable Program Segment as further set out in Attachment 4 to the
PAPA:




	i.	 	Provide construction staking to
define the limits of the area to be cleared and
developed.
	 
	ii.	 	If not previously commenced, notify
the appropriate Governmental Agencies and all interested
parties of the commencement of the soils
remediation program as required under the approved
Remedial Action Plan. (This assumes that the majority
of the soils remediation efforts will occur during the
grading operations, and will utilize a modified direct
burial approach.)
	 
	iii.	 	Coordinate grading with Nuevo, such
that the scheduled sequence of wells to be shut-in or
abandoned, as appropriate, is consistent with
Developer’s grading program.
	 
	iv.	 	Provide notice to the grading
contractor as to the well locations and the necessity
of avoiding wells during the clearing and grading
operation(s).
	 
	v.	 	Cause a comprehensive health and
safety plan to be prepared and submitted to Nuevo and
Operator and all the appropriate Governmental Agencies
prior to commencement. The plan shall cover both
grading and remediation activities.
	 
	vi.	 	If not previously remediated by
Nuevo during the soils remediation process of those
sites that are set out in Attachment 4 to the PAPA as
Developer’s responsibility, remediate (at Developer’s
cost) those specific sites requiring remediation
identified in the approved Remedial Action Plan that
lie within Development Areas or within the grading area
adjacent to the Development Areas including exhuming
and remediating the contaminated soils which it shall
also isolate and stockpile for placement by the
Developer in deep fills during the phased grading
operation in accordance with the approved Remedial
Action Plan. Soils not me meeting the criteria for
placement in deep fills, if any, will be removed by
Developer (at Developer’s cost) from the site for


appropriate disposal.
	 
	vii.	 	At all times comply with the
mitigation measures of the Final Tonner Hills EIR, and
the requirements, as applicable, of the USF&WS Resource
Management Plan.




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          C. During grading, Nuevo shall, on a Segment-by-Segment basis, in
accordance with the Work associated with the applicable Program Segment as
further set out in Attachment 4 to the PAPA:




	i.	 	Identify and isolate any
contaminated soils associated with the wells for
remediation as called for in the approved Remedial
Action Plan. Isolated soils meeting the criteria of the
approved Remedial Action Plan will be stockpiled for
placement in deep fills by Nuevo. Soils not meeting the
criteria will be removed from the site for appropriate
disposal.
	 
	ii.	 	Provide Developer with copies of
well abandonment reports for all well abandonment
activities completed as provided to and from CDOGGR.
	 
	iii.	 	Design the final Facilities Plan in
accordance with the Street and Utility Improvement
Plans provided by Developer.
	 
	iv.	 	Relocate temporary service lines
serving the oil operations as may be necessary.





          D. During grading, on a Segment-by-Segment basis, in accordance with the
phasing plan, Developer shall:




	i.	 	Prepare and process the Precise Area
Plans and Level B Tentative Maps through the
appropriate Governmental Agencies, showing the final
lot layout and the Joint Use and Exclusive Use
Areas to be retained around the wells remaining in
operation. The Precise Area Plans will clearly identify
all wells to be abandoned, and identify all abandoned
wells that will require methane venting in accordance
with the requirements of the Orange County Fire
Authority and other appropriate Governmental Agencies.
	 
	ii.	 	Grade the Development Areas in
accordance with the approved Grading Plan.
	 
	iii.	 	Immediately notify Nuevo and
Operator in the event Developer excavates any
unidentified previously abandoned wells. Developer
shall promptly reabandon such wells in accordance with
the requirements of all appropriate Governmental
Agencies.
	 
	iv.	 	Place soils stockpiled as a result of
Developer’s remediation activities within deep fills in
accordance with the criteria established within the
approved Remedial Action Plan. The location and
constituency components of these soils will be




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	 	 	detailed and reported in the final grading report
prepared by the Developer.
	 
	v.	 	Install all required erosion control
devices in accordance with the approved Grading Plan,
ensuring that storm runoff will be diverted from the
area(s) affected by the Program.
	 
	vi.	 	At all times comply with the General
Construction Activity Stormwater Permit.
	 
	vii.	 	Based upon the approved Precise Area
Plans, provide Nuevo and Operator with grade elevations
and staking for all wells.
	 
	viii.	 	Prepare the grading plans (“Grading
Plans”) and process them for approval by the
appropriate Governmental Agencies.
	 
	ix.	 	Prepare the final Street and Utility
Improvement Plans and process them for approval by the
appropriate Governmental Agencies. The Street and
Utility Improvement Plans will identify the oil
production service facilities as provided by
Operator’s Facilities Plan.
	 
	x.	 	Prepare the Level B Final Maps and
process them for approval by the appropriate
Governmental Agencies, and record such maps at the
County Recorder’s office. The Level B Final Maps will
identify all Exclusive and Joint Use Areas.
	 
	xi.	 	Identify and dispose of any
previously unidenified oil production facilities or
third party facilities uncovered during the course of
the grading operation.
	 
	xii.	 	Cleanup and remediate any crude oil
released during the course of the grading operations
according to standards approved by the appropriate
Governmental Agency.
	 
	xiii.	 	Prepare a final soils and
geological report on the Development Areas and obtain
from the appropriate Governmental Agency, a final
compaction certificate relating thereto, within sixty
(60) days of completion of grading for each phase.
	 
	xiv.	 	Reabandon or otherwise accommodate,
if necessary, any unidentified wells or facilities
within the Development Area in accordance with CDOGGR
specifications and requirements.





     E. During grading, Developer and Nuevo shall cooperate with each
other in the implementation of the Program, as follows:



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	i.	 	Design of the Precise Area Plans,
Level B Tentative and Final Maps and final Street and
Utility Improvement Plans to avoid conflicts between
the oil production service facilities and the utilities
required to service the Development Areas; Nuevo shall
have the reasonable right of approval in event of
design conflicts.
	 
	ii.	 	Design the Precise Area Plans to
ensure that all Joint and Exclusive Use Areas necessary
for the wells and facilities are shown to the Parties
and meet all Parties’ joint satisfaction.
	 
	iii.	 	Identification and differentiation
of naturally-occurring tar seep or oil-bearing sands
from crude oil released as a result of oil operations;
provided that unless Developer and Nuevo can
conclusively determine that such contamination resulted
from ongoing production activity, such contamination
shall be presumed to be from naturally-occurring tar
seep or oil-bearing sands.





     III. Post-Grading Events:



          A. Upon completion of Grading within the Development Areas, on a
Segment-by-Segment basis in accordance with the approved phasing plan, Nuevo
shall:




	i.	 	Cause all abandoned wells within the
Development Areas to be capped below those grades
provided by Developer in accordance with CDOGGR and the
requirements of the EIR, Planned Community Text and
Area Plan. Final inspections of such wells shall be
conducted by CDOGGR.
	 
	ii.	 	Cause all appropriate pumping
equipment to be installed within the Exclusive Use
Areas.
	 
	iii.	 	Complete all oil production service
facilities to be installed to service the producing and
injection wells. Service lines will be connected to the
new site and Tank Farm.
	 
	iv.	 	Install permanent pipelines and
facilities as determined by Nuevo in its discretion as
required for Operator’s continued operations in
accordance with grading operations.
	 
	v.	 	Provide as-built drawings to
Developer and Operator showing the line and grade for
all installed facilities.
	 
	vi.	 	Install seismic monitoring devices as
required by the mitigation measures in the Final Tonner
Hills Environmental Impact Report.




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          B. Upon completion of the GRADING within the Development Areas, on a
phase-by-phase basis in accordance with the approved phasing plan, Developer
shall:




	i.	 	Install the utility systems in
accordance with the approved Street and Utility
Improvement Plans.
	 
	ii.	 	Install the street improvements in
accordance with the approved Street and Utility
Improvement Plans. Such Plans shall make provision for
oil field related facilities to the extent deemed
necessary by Nuevo to operate wells in the Development
Areas. The utility and street improvements are
anticipated to take four months beyond the completion
of grading.
	 
	iii.	 	Install oil facility screening
devices in accordance with the requirements of, and
plans approved by, the appropriate Governmental
Agencies.
	 
	iv.	 	Provide construction staking for the
installation of Operator’s wells, pipelines and
facilities within the Development Areas.
	 
	v.	 	Construct methane gas vents over
abandoned oil wells as may be necessary to accommodate
the housing development.
	 
	vi.	 	Construct all required active and
passive methane mitigations as required by the Final
Tonner Hills Environmental Impact Report, the Orange
County Fire Authority or other Governmental Agency.





          C. Upon completion of grading within the Development Areas, Developer
and Nuevo shall cooperate with each other to:




	i.	 	Develop Homebuyer notification
language to be supplied by Developer to future surface
purchasers with respect to the past and continuing oil
operations. State Proposition 65 language will be
included in any Homebuyer notification.
	 
	ii.	 	Develop Homebuyer notification
language for inclusion within the Division of Real
Estate Public Report, Grant Deed or Covenants,
Conditions and Restrictions, as may be appropriate or
required as to the placement of remedial soils within
the deep fills.
	 
	iii.	 	Satisfy any EIR mitigation measures
regarding the past and continuing oil operations.
	 
	iv.	 	Obtain a conditional case closure
letter from the County of Orange Health Care Agency,
Division of Environmental Health for the approved
Remedial Action Plan.





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     2.3 Developer Improvements and Additional Payments. It is understood and
agreed that Developer shall have the primary responsibility for and shall, at
its sole cost and expense, complete all work required to accomplish the
“Developer Improvements” including: (a) soil remediation, (b) relocation of
third party easements and licenses (TPEL), (c) all matters to the extent
allocated to Developer in Sections 2.1 and 2.2, hereof, (d) Mass/Grading
operations in the best commercial manner and completion of such operations in
the shortest time but, in all cases, within the time duration set out for the
activity in Attachment 4 to the PAPA, so as to minimize the disruption of
Operator’s remaining Oil Operations, (e) after Final Acceptance by Developer
of the completed work, Developer shall be solely responsible for all
maintenance, repair, replacement, removal, and reinstallation of such
completed work for which Developer assumes Developer’s Liability and for any
liability as a result thereof or pertaining thereto. Developer shall bear the
cost of future relocation of such work requested by Developer and performed by
Operator. Developer shall fully cooperate with Nuevo and Operator in the
implementation of the Program. Developer shall (i) timely process all of its
permit requests; (ii) comment on all applicable submittals of specifications
or plans within five business days; and (iii) make all facilities available for
accommodation under the Program such that Nuevo may commence the Project
Segment. To the extent that Developer fails to fully and timely cooperate with
Nuevo and Nuevo incurs penalties, damages or incremental costs in performing
the Program, such penalty, damage or cost shall be the responsibility of
Developer and Developer hereby agrees to indemnify and hold Nuevo harmless
therefrom. Developer shall also be liable to Operator for any and all
incremental cost or expense incurred by Operator in the performance of its
work in the Program as a result of Developer’s (or Nuevo’s, if acting on
behalf of Developer) failure to fully and timely perform and complete
Developer’s Improvements. Developer shall use good faith, commercially
reasonable efforts to timely and expeditiously perform its obligations and
rights under the PAPA in a manner that minimizes the interruption or
curtailment of production and shall be liable to and indemnify Operator for
all losses resulting from the failure to do so.



          2.3.1 Processing Costs – Employee Costs. Operator and Nuevo agree not to
charge Developer for their employees or overhead costs allocable to such
employees in the processing of the Governmental Approvals.



          2.3.2 Operator Improvements. Nuevo shall submit to Operator the
preliminary and final detailed design and engineering of all facilities,
pipelines and well accommodation plans (“Operator Improvements”) when
completed. Operator shall have ten (10) business days to review and comment on
the plans. All final decisions with respect to the plans including pipeline
and facility locations, use of new, refurbished or salvaged equipment and
materials and the staging of the work to be performed shall be made by Nuevo in
the exercise of its reasonable discretion and in a manner consistent with
customary oil field practices. Should Operator request changes or
modifications to the design and engineering of Operator Improvements other than
changes or modifications required by applicable law or governmental regulations
and should Nuevo determine that such modifications can be incorporated into the
Program within the time duration specified in Attachment 4 to the PAPA, Nuevo
shall make such modification provided that Operator prepays all incremental
costs associated with such modification. Operator shall not request a
modification to the wells or well classifications set out in Schedule B



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to Attachment 4 to the PAPA without first obtaining the written approval of
Developer. Incremental costs associated with such well changes, if any, shall
be pre-paid by Operator.




          2.3.3. Governmental Modifications. Should the Program be modified to
reflect changes that result from decisions of Governmental Entities, court
orders or settlement of litigation or by agreement such that fewer wells are
accommodated, abandoned, or less infrastructure is removed or altered, then
Nuevo shall have no obligation or duty of any kind or character with respect
to such wells or facilities that are removed from the Program.



     Section 3. Condition of the Property (Disclosures); Compliance with
Project Requirements; Development Costs, Taxes and Assessments; Insurance;
Indemnities; Retained Obligations.



     3.1 Disclosures. Buyer expressly acknowledges the following:



          3.1.1 The Land contains open space with special habitat species and
vegetation which may be adversely affected by human intrusion or mismanagement.



          3.1.2 The Land is subject to, and has been designated as subject to
certain hazard zones (“Zones”). The Zones are listed on Exhibit “E” of the
Agreement.



          3.1.3 The Olinda/Olinda Alpha landfill operates near the northeastern
boundary of the Land.



          3.1.4 Unocal Gas Plant. That (a) the Land contains certain real property
that was formerly used by Unocal as a gas plant for the commercial production
of natural gas, (b) the Unocal gas plant has been shut down and its operations
discontinued, (c) Seller has caused the areas surrounding the Unocal gas plant
to be cleaned up and remediated (“clean-up”) pursuant to a remedial action plan
established by Orange County Health Care Agency (“OCHCA”) which has issued a
Closure Letter indicating its inspection and acceptance of such remediation
efforts, (d) Buyer has received and reviewed to its satisfaction the Closure
Letter and other written materials concerning the Unocal gas plant, its
operation and the clean-up as part of the Information and (e) Seller does not
warrant, represent or guarantee that the Unocal gas plant or surrounding areas
are free from contamination or any other conditions whatsoever, as a result of
its operations or otherwise. Notwithstanding the above, this acknowledgement is
not meant to alter (or obviate) in any way the duties, obligations and/or
liability of Developer under the PAPA with regard to the Unocal gas plant, to
the extent such gas plant site is within the Development Areas.



          3.1.5 Faults. Buyer acknowledges that Seller has made Buyer aware that
there are earthquake and other faults which exist on, under, in or near the
Land. Further, Buyer acknowledges that there may be faults, unknown to
Seller, which exist on, under, in or near the Land.



          3.1.6 Lessees on the Property. Buyer acknowledges that there are (a)
surface leases on a portion of the Land between Seller, as successor to Unocal,
and Brea Green Recycling, Inc., dated February 1, 1997, and with Haynes
Apiaries, dated December 29, 1992 for the keeping of bees, (b) an oil and gas
lease bordering a portion of the Property Minerals



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between Seller and Aera Energy LLC, commonly referred to as the Indenture, as
amended, by and between Unocal and Columbia Oil Producing Company, dated
February 26, 1901 (Buyer has been provided copies of such leases), (c) that
other, permanent easements may be granted in connection with the Project and
(d) that other temporary and permanent easements may be granted to Aera Energy
for development infrastructure and pipelines.




     3.2 Compliance with Project Requirements. Buyer understands and agrees
that it must and shall (a) subject to the PAPA, conduct its Oil Operations,
complete the Program (at no cost to Buyer), and use the Property Interests, and
(b) subject to the PAPA, hold, own, possess, use, and conduct its Oil
Operations in cooperation and conjunction with the Developer’s ownership, use,
possession and conduct of operations and work upon and in connection with the
Land, Development Areas and Project; and, in any event, with respect to (a) and
(b), in strict compliance with any governmental approvals or entitlements for
the Land and Project by any Governmental Agency, and all laws, statutes,
ordinances, orders, regulations, rules and notices therefrom and/or relating to
such approvals or entitlements.



     3.3 Development Costs, Taxes and Assessments. Except as specifically
provided to the contrary in the PAPA regarding the Program or elsewhere in the
Development Documents, after the Effective Date, Buyer shall, at its sole cost
and expense, pay and be responsible for all costs and expenses, of every nature
whatsoever, incurred in the use of the Property Interests and in conducting the
Oil Operations as follows:



          3.3.1 Only as same may apply to the Minerals and Oil Operations, Buyer
shall be responsible for all costs and expenses incurred in and associated
with he processing and maintenance of the Governmental Approval Documents and
Governmental Approvals described in the Agreement.



     3.4 Insurance.



          3.4.1 Insurance Types. From and after the date hereof and continuing after
the Close, Buyer shall, at its sole cost and expense, as required by the
Agreement, maintain in full force and effect with companies satisfying the
requirements specified below, the following insurance:



                    3.4.1.1 Comprehensive General Liability Insurance. Buyer shall maintain
Comprehensive or Commercial General Liability Insurance on an “occurrence”
basis, and excess umbrella coverage, with a combined single limit for bodily
injury and property damage of at least Fifteen Million Dollars ($15,000,000),
covering the following:



                              3.4.1.1.1 Operations, Independent Contractors and
Products and Completed Operations (which Buyer shall maintain in effect on at least an
annual renewal basis) for as long as Buyer or its assignees own said Property
Interests;



                              3.4.1.1.2 Owners’ and Contractors’ Protective
Liability;



                              3.4.1.1.3 Severability of Interest and Cross
Liability clauses;



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                              3.4.1.1.4 Contractual Liability covering all the
provisions, rights and obligations under the Development Documents, including without
limitation, coverage for Buyer’s contractual indemnities in the Agreement;



                              3.4.1.1.5 Personal Injury and Explosions, Collapse and Underground
Hazards (X, C, U);



                              3.4.1.1.6 Broad Form Property Damage Liability, including completed
operations.



     The limits of liability of the insurance coverage specified in this
subsection may be provided by any combination of primary and excess liability
insurance policies.



                    3.4.1.2 Automobile Liability Insurance. Buyer shall maintain owned, hired
and non-owed automobile liability insurance covering all use of all
automobiles, trucks and other motor vehicles utilized by Buyer in connection
with the requirements or obligations specified in any Development Document
with a combined single limit for bodily injury and property damage of Five
Million Dollars ($5,000,000.00).



          3.4.2 Waiver of Subrogation. Buyer hereby waives all rights against Seller
and the Indemnitees (as that term is defined below in Section 3.5.1), but not
the Developer, for damages caused by fire and other perils and any other risk.



          3.4.3 Additional Insured. Seller shall be included as an additional
insured under the coverage specified in Section 3.4.1 above with the following
provisions included within each applicable policy: “It is understood and agreed
that coverage afforded by this Policy shall also apply to Nuevo Energy Company
(“Seller”) and Torch Energy Advisors Inc. and Torch Operating Company
(collectively, “Torch”), and their members, partners and their constituent
members, their parent companies, subsidiaries, and all of their respective
officers, directors, shareholders, agents, representatives, employees and
professional consultants, and all of their respective successors and assigns,
as additional insureds, but only with respect to legal liability or claims
caused by, arising out of or resulting from the acts or omissions of the named
insured or others performing acts on behalf of the named insured in connection
with their ownership and use of the Property Interests and the conduct of Oil
Operations. This insurance is primary and any other insurance by such
additional insureds is non-contributing with this insurance as respects claims
or liability arising out of or resulting from the acts or omissions of the
named insured, or of others performing on behalf of the named insured.”



          3.4.4 Insurance Policies. Each insurance policy required under this
Section shall:



                    3.4.4.1 Be issued by insurance carriers licensed and approved to do
business in California, having a general rating of not less than an “A-” and
financial rating of not less than “VIII” in the most current Best’s Insurance
Report;



                    3.4.4.2 Contain a provision that the policy shall not be subject to
material alteration to the detriment of Seller or Buyer or cancellation without
at least thirty (30) days prior written notice given to Seller by registered
mail;



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                    3.4.4.3 Provide that such policy or policies and the coverage evidenced
thereby are primary and Seller’s insurance is noncontributing with such primary
coverage; and,



                    3.4.4.4 Contain severability of interest and cross liability
clauses.



     Buyer may provide the insurance described in this Section in whole or in
part through a policy or policies covering other liabilities and projects of
Buyer; provided, however, that any such policy or policies shall (a)
specifically allocate to the Agreement the full amount of insurance required
hereunder and (b) be subject to, without limitation, and contain, permit or
otherwise unconditionally authorize the waiver contained in subsection above;
and provided further that any such policy or policies shall not otherwise
dilute or impair the rights of Seller or in any way negate the requirements of
the Agreement.



          3.4.5 Evidence of Insurance. As confirmation and evidence of each type
of insurance coverage required by Section 3.4.1 and Section 20 hereof, Buyer
shall satisfy the following requirements:



                    3.4.5.1 Buyer shall provide Seller with policy binder letters (with cost
quotes) by the Close for each type of insurance coverage, confirming the
subject coverage is in place and effective as of the Close;



                    3.4.5.2 Buyer shall comply with all payment obligations of each type of
insurance, as specified in the subject policy quote/binder;



                    3.4.5.3 Buyer shall comply with all terms and conditions of each subject
quote/binder that require additional information be provided to he insurer
prior to binding;



                    3.4.5.4 In addition to binder letters, Seller shall be provided with
certificates issued by Buyer’s insurance carrier acceptable to Seller showing
such policies in force for the specified period. Such evidence shall be
delivered to Seller promptly upon execution of the Agreement. Seller has the
right to review certified policies as it may deem necessary with respect to
that insurance provided for in Section 20. Evidence of any renewal insurance
including specifically without limitation, the products and completed
operations insurance, shall be delivered to Seller not less than thirty (30)
days after the expiration date on the term of the policy. The policy
certificate for the insurance provided for in Section 20 shall be subject to
reasonable approval by Seller. Should any policy expire or be cancelled before
the expiration of the Agreement, or such later period as Buyer is required to
carry such insurance as set forth herein, and Buyer fails immediately to
procure other insurance as specified, Seller, upon ten (10) days written notice
to Buyer, shall have the right, but shall have no obligation, to procure such
insurance and to charge Buyer with one hundred percent (100%) of the cost to
Seller of procuring such insurance. Buyer shall pay Seller any such amount
within ten (10) days of written demand therefor.



          3.4.6 Damages. Nothing contained in these insurance requirements is to
be construed as limiting the type, quality or quantity of insurance Buyer
should maintain or the extent of Buyer’s responsibility for payment of damages
or discharging other Buyer obligations arising under the Development Documents.



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          3.4.7 Seller’s Election to Insure. Should Buyer fail to do so, Seller
reserves the right, but shall have no obligation, to procure the insurance, or
any portion thereof. As provided above, Seller shall notify Buyer if Seller
exercises its right, whereupon Buyer’s responsibility to carry such duplicative
insurance shall cease. Seller further reserves the right at any time, with
thirty (30) days notice to Buyer, to require that Buyer resume the maintenance
of any insurance for which Seller has elected to become responsible pursuant to
this Section 3.4.7.



          3.4.8 Contractors. Buyer shall not permit any architect, engineer,
contractor, subcontractor or materialmen to commence work on or relating to the
Property Interests (and Oil Operations) until such parties have complied with
Buyer’s customary insurance requirements. Buyer shall use “commercially
reasonable” efforts to cause each such party to name Seller and Torch as
additional insureds to such party’s general liability insurance policies. Buyer
shall also include Seller and Torch in any indemnity provisions with such
parties for defense and indemnification to the same extent Buyer is defended
and indemnified.



     3.5 Release and Indemnity.



          3.5.1. Buyer’s Indemnity. Except as specifically provided to the contrary
in the PAPA and in Sections 3.5.3 and 3.5.5 below, to the maximum extent
permitted by law, Seller, Torch and their members, partners and their
constituent members, their parent companies and subsidiaries and their
employees, officers, directors, shareholders, and respective successors and
assigns, other than subsequent Developers of the Development Areas whose
indemnity obligations are governed by the Development Declaration and the
PAPA, (collectively, the “Indemnitees”) shall not be liable for any Losses (as
defined in Section 3.5.7 below) arising out of, caused by, relating to or
alleged to have arisen from, been caused by or related to:




	 	(a)	 	the Activities (as defined in Section 3.5.7 below),
including:






	 	(i)	 	the use of the Property
Interests by Buyer, or Buyer’s Representatives,
including for Oil Operations,
	 
	 	(ii)	 	a defect in the design
or construction of or any material in any
structure or other improvement at, relating to or
in connection with the Property Interests or Oil
Operations, or in any Work performed by Buyer or
Buyer’s Representatives,
	 
	 	(iii)	 	the condition of the Property Interests
including any earthquake or other faults, or other natural
hazards, disclosed or undisclosed, and any
defect in soils or the preparation of soils
prior to the date hereof by any entity,
	 
	 	(iv)	 	the presence or existence
of any Hazardous (or toxic) Substances (including
any methane gas and/or tar seeps), materials or
waste (including any landfill) in, or on the soil
or groundwater at, relating to or in connection
with the Property Interests, and including the
release, use,





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	 	 	 	generation, discharge, storage, disposal or clean-up of any
Hazardous Substance to, on, in or from the Property Interests or
in connection with Oil Operations, or any residual
contamination therefrom affecting any natural resource or the
environment, including any Environmental Law or other law,
	 
	 	(v)	 	claims made by third parties for matters at, relating to
or in connection with the Activities,
	 
	 	(vi)	 	any act or omission of Buyer or Buyer’s Representatives,
	 
	 	(vii)	 	any accident or casualty at, relating to or in connection
with the Activities,
	 
	 	(viii)	 	any material breach of a representation of Buyer in Section
3.1C, of the Agreement,
	 
	 	(ix)	 	a violation or alleged violation by Buyer or Buyer’s
Representatives of any law now or hereinafter enacted including
any breach by Buyer or Buyer’s Representatives of an Environmental
Law or the assertion of any Hazardous Substance Claim not caused
by, or the responsibility of, Developer as described in the PAPA,
including the violation, or alleged violation by Buyer or Buyer’s
Representatives of any statute, ordinance, notice, order, rule,
regulation, permit, judgment or license relating to the use,
generation, release, discharge, storage, disposal or
transportation of any Hazardous Substance in, on, under or about,
to or from the Property Interests or in connection with Oil
Operations, and
	 
	 	(x)	 	any other cause whatsoever at, relating to or in
connection with the Property Interests or Oil Operations, Buyer’s
use of the Property Interests or conduct of Oil Operations or
Buyer’s performance under the Development Documents (including its
covenants, representations and warranties made pursuant thereto);






	 	(b)	 	The negligence or willful misconduct of Buyer (or any of Buyer’s
Representatives) in connection with the Activities, as specified in (a),
above;
	 
	 	(c)	 	The default by Buyer of any of its obligations under the Development
Documents, including those matters specified in Section 3.2 hereof,
and/or any material breach of the representation(s) and warranties made
therein;




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	 	(d)	 	The application of the principles of strict
liability with respect to any act or omission of Buyer
or Buyer’s Representatives or any Indemnitee at,
relating to or in connection with the Activities, as
specified in (a), above.





          3.5.2 Releases and Indemnity. As a material part of the consideration of
the Agreement, Buyer hereby releases the Indemnitees from and waives on its
behalf, and on behalf of its successors and assigns, all the Losses described
in Section 3.5.1, and agrees to indemnify, defend and hold harmless Seller and
all of the Indemnitees and their property from all such Losses whether
incurred or made by Buyer, Seller, any Indemnitee (or any third
parties/person(s)). The foregoing release, waiver, indemnity and obligation to
defend and hold harmless shall apply to any claim or action brought by a
private party or by a Governmental Agency or entity under any statute or common
law now or hereinafter in effect and is intended to apply with respect to the
Losses described in Section 3.5.1, whenever they may occur. The foregoing
release, waiver, indemnity and obligation to defend and hold harmless, and any
similar covenants by Buyer elsewhere in the Development Documents, are intended
to apply to the Losses described in Section 3.5.1, incurred directly by Seller
or any Indemnitee, or their property, as well as by Buyer, or any third party,
or their property.



          3.5.3 Limitation on Indemnity-Seller’s Actions. Notwithstanding anything
to the contrary above, nothing contained in this Section shall operate to
relieve any Indemnitee to the extent of any Losses found by a court of
competent jurisdiction to have been caused solely by the reckless or willful
behavior, gross negligence or the intentional misconduct of such Indemnitee.



          3.5.4 Buyer’s Acknowledgment. BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED
BY ITS LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL
CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:



“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”



     BUYER BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT
IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW
PRINCIPLE OF SIMILAR EFFECT.



BUYER’S INITIALS             SELLER’S INITIALS




          3.5.5 Limit on Buyer’s Indemnity. The indemnity and the release contained
in this Section 3.5 shall not apply to the extent arising from or related to:




	 	(a)	 	any material breach by Seller of its
representations set forth in Section 3.1 B and its
covenants set forth in Section 3.1 D of the Agreement,




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	 	(b)	 	civil or criminal penalties imposed upon Seller for Activities before the
Close, but not paid,
	 
	 	(c)	 	taxes delinquent before the Close, but not paid,
	 
	 	(d)	 	royalty payments owed before the Close, but not paid,
	 
	 	(e)	 	any Losses or obligations of Seller resulting from or relating to the
employment relationship between Seller and any of Seller’s present or
former employees or the termination of any such employment relationship,
including without limitation personal injury, matters relating to employee
health, severance pay and other similar benefits, if any, and any claims
on behalf of any such present or former employee relating to the
employment or termination of employment of any such employee by Seller
prior to the Closing, including without limitation any claim for wrongful
discharge, breach of contract, unfair labor practice, employment
discrimination, unemployment compensation, or workers’ compensation or any
Losses or obligation of Seller in respect of any agreement, trust, plan,
fund, or other arrangement under which benefits or employment is provided
for any of Seller’s present or former employees,
	 
	 	(f)	 	any Losses to the extent incurred by Buyer or third parties as a result
of Seller’s negligence or willful misconduct in the performance of its
Work under the Program or PAPA prior to Final Acceptance,
	 
	 	(g)	 	any Losses arising from or related to matters which arise from or are
related to the duty or obligation of the Developer under the PAPA,
	 
	 	(h)	 	any Losses arising from or related to the Development Areas except those
resulting from Oil Operations and the Activities of Buyer’s
Representatives,
	 
	 	(i)	 	any Losses (less the applicable deductible) to the extent Seller’s
preexisting insurance policy provides a legal defense and coverage of a
claim; Seller shall assert and pursue the claim for payment under the
policy in a commercially reasonable manner irrespective of whether the
insurance company initially denies it and any recovery shall reduce the
extent of Buyer’s Indemnity (provided however that Seller shall only be
required to initiate litigation, arbitration or other formal controversy
after written notice from Buyer, and only (x) to the extent of a “good
faith” claim and (y) if all costs and expenses are paid by Buyer); and,




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	 	(j)	 	any Losses relating to Seller’s
offsite disposal of Hazardous Substances.





          3.5.6 Construction Entities. Notwithstanding the above, nothing
contained herein shall obviate or nullify in any way Buyer’s rights granted in
Section 3.2 to assert claims against the construction entities hired by Seller
to perform Work at, relating to, or in connection with the Property Interests,
Oil Operations, or under the Development Documents and affecting or relating to
the Property Interests or Oil Operations pursuant to a written contract
(“Construction Entities”).



          3.5.7 Definitions. As used in the Agreement, the terms listed below shall
have the following meanings:



                    “Activities” for purposes of this Section 3.5 shall mean and include Oil
Operations, the Property Interests, the development or use of the Property
Interests or Oil Operations, the performance of any Work at, relating to or in
connection with the Property Interests or Oil Operations, the construction,
use, sale or other conveyance of improvements at, relating to or in connection
with the Property Interests or Oil Operations, and/or any defect in any such
Work, or the Property Interests, or the conduct of Oil Operations.



                    “Buyer’s Representatives” for the purposes of this Section 3.5 shall mean
Buyer’s contractors, or their respective subcontractors, agents, employees,
licensees, invitees or representatives, or any other parties directly or
indirectly employed by any one of the foregoing or reasonably under the
control of any of the foregoing or for whose acts any of the foregoing may be
liable (collectively, “Buyer’s Representatives”), but excluding Seller’s Work
under the Program prior to Final Acceptances and/or Developer’s Work under the
Program or otherwise.



                    “Losses” for the purposes of this Section 3.5 shall mean any and all
claims, demands, actions, suits, proceedings, causes of action, loss,
liability, damage (including sickness, disease and/or death and other
consequential damage), cost (including cleanup costs), expense, injury,
deficiency, fine, penalty, punitive damage or expense, of any kind or
character, to any person or property (including third parties), tangible or
intangible, fixed or contingent, presently known or unknown, whether resulting
from occurrences prior to, on the date of or after the Closing, including
compensation for lost wages, business income, profits or other economic loss,
damage to natural resources or the environment, nuisance, pollution,
contamination, leak, spill, release or other adverse effect on the
environment, court costs and attorneys’ fees (collectively, “Losses”).



                    “Environmental Laws” means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et
seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water
Act, 33 U.S.C. Section 1251 et seq., the Safe Drinking Water and Toxic
Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5-25249.13), the
Carpenter-Presley-Tanner Hazardous Substance Account Act (Cal. H&S Code
Sections 25300 et seq.), and the Porter-Cologne Water Quality Control Act,
California Water Code Sections 13000, et seq., the California Health and Safety
Code generally and any and all



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other present and future federal, state or local laws (whether under common
law, statute, ordinance, rule, regulation or otherwise), permits, orders,
determinations, notices and any other requirements of Governmental Agencies
relating to the environment or to any Release, Hazardous Substance or
Hazardous Substance Activity, as heretofore or hereafter amended from time to
time.




                    “Hazardous Substance” means (a) any chemical, compound, material, mixture
or substance that is now or hereafter defined or listed in, or otherwise
classified pursuant to, any Environmental Law as a “hazardous substance,”
“hazardous material,” “hazardous waste,” “extremely hazardous waste,”
“infectious waste,” “toxic substance,” “toxic pollutant” or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or “EP toxicity” and (b) ash
produced by a resource recovery facility utilizing a municipal solid waste
stream. Oil and natural gas are expressly excluded from the definition of
Hazardous Substances.



                    “Hazardous Substance Activity” means any actual, proposed or threatened
storage, use, holding, existence, Release, emission, discharge, generation,
processing, abatement, removal, disposition, handling, transportation or
clean-up of any Hazardous Substance from, under, into or on the Property
Interests or surrounding property or in connection with the Oil Operations;
provided, however, that the use, installation, storage and maintenance, in
compliance with all applicable laws, ordinances, orders, regulations and
notices of Governmental Agencies, of materials reasonably necessary and
normally used in the development or use of the Property Interests or in
connection with the Oil Operations in the ordinary course of its business as
contemplated in the Development Documents, shall not be considered a Hazardous
Substance Activity.



                    “Hazardous Substance Claims” shall mean any and all enforcement,
investigation, clean-up, removal or other Governmental Agency notices, actions,
proceedings of any kind or nature, or orders threatened, instituted or
completed pursuant to any Environmental Law, together with all claims made or
threatened by any third party against Buyer, Developer (to the extent arising
out of, relating to or in connection with Developer’s activities and work
regarding the Program), Seller, the other Indemnitees or the Property Interests
or Oil Operations, relating to damage, construction, cost recovery
compensation, loss or injury resulting from any Hazardous Substance.



          3.5.8. Notice. Each party shall promptly notify the other in writing of
claims arising out of any of the matters described in this Section 3.5. If the
claim is a Hazardous Substance Claim, the notifying party shall provide the
other with copies of all communications with federal, state and local
governments or Governmental Agencies.



     3.6 Seller’s Indemnity. To the maximum extent permitted by law, Buyer and
its members, partners and its constituent members, parent companies and
subsidiaries and their employees, officers, directors, shareholders, and all of
their respective successors and assigns, (collectively, the
“Buyer-Indemnitees”) shall not be liable for, and Seller indemnifies and agrees
to defend Buyer-Indemnitees for, any Losses (as defined in Section 3.5) to the
extent arising from and/or relating to the Retained Obligations listed on
Exhibit “F3” to the Agreement;



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provided, however, should the East Naranjal Tank Farm not be demolished within
ten (10) years, this provision shall not apply as to the East Naranjal Tank
Farm.





                    Notwithstanding anything to the contrary above, nothing contained in this
Section shall operate to relieve any Buyer-Indemnitee to the extent of any
such Losses found by a court of competent jurisdiction to have been caused
solely by the reckless or willful behavior, gross negligence or the
intentional misconduct of such Buyer-Indemnitee.



     3.7 Survival of Covenants.



          3.7.1 All of Buyer’s indemnification, defense and hold harmless covenants
and limitations on Buyer’s obligations in any of the Development Documents,
including without limitation the covenants in the Section hereof entitled
“Release and Indemnity” and Buyer’s obligation to maintain completed operations
insurance pursuant to the Section hereof entitled “Insurance” shall survive the
Sale or Transfer of Seller or of the Property Interests and/or Oil Operations
pursuant to Section 19 hereof.



          3.7.2 All of a party’s indemnification, defense and hold harmless
covenants shall be binding on such party (or any permitted assignee) until the
last to occur of (a) such date as any action against the indemnified party is
absolutely barred by the applicable statute of limitations or (b) such date as
any action asserted prior to limitations for which indemnification is claimed
under said Section is fully and finally resolved. Neither payment nor a finding
of liability or of an obligation to defend shall be a condition precedent to
the enforcement of any indemnity or duty to defend provision herein or

elsewhere in any Development Document.



          If any action or proceeding shall be brought against any indemnified
party alleging any fact or circumstances for which a party is to provide
indemnification, Buyer such party, upon notice from such indemnified party,
shall defend the same at Buyer’s its sole cost and expense.



          3.7.3 Neither Buyer nor Seller shall assert a statute of limitations
defense to its obligation to defend and indemnify an indemnified party
hereunder (or as otherwise required by the Development Documents) until after
three years from the assertion of any claim, so long as the indemnified party
notifies the indemnifying party of any such known claim within three years of
discovery of the claim.



     3.8 Retained Obligations Under Hover Agreement. Seller shall,
notwithstanding the sale to Buyer of the Property Interests hereunder, continue
to be responsible for and bear the cost of implementing those Retained
Obligations that impact the Property Interests or the Oil Operations (set forth
under Exhibit “F2”) under the Hover Agreement. Buyer shall, among other
matters, make its Property Interests reasonably available to permit Seller to
plug and abandon the wells and make the modifications of the facilities set out
in Exhibit “F2.” Buyer shall cooperate fully with Seller’s efforts to implement
the Retained Obligations at no out-of-pocket expense to Buyer.



     Section 4. Natural Hazard Zones. Seller has submitted to Buyer and Buyer
acknowledges that it has received, read and approved the natural hazard zones
(“Natural Hazard Zones”) disclosure materials attached as Exhibit “E,” which
have been provided by First American Title Company. Buyer agrees that Seller
has thereby fully discharged all of its



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obligations to Buyer, if any, under California law with respect to Natural
Hazards Zones disclosures.




     Section 5. Release. Declarant may release any portion of the Covered
Property from this Development Declaration at any time and for any reason with
the prior approval of Buyer, not unreasonably withheld.



     Section 6. Enforcement: Assignment By Declarant.



     (a) A default under any Development Document shall be a default hereunder.
Declarant shall have all rights and remedies herein as prescribed in the
Development Documents including the sole right to enforce by proceedings at law
or in equity, all Restrictions now or hereafter imposed by the provisions of
this Development Declaration or any amendment hereto, specifically including
the right to prevent the violation of any such Restrictions and the right to
recover damages or other compensation for such violation. Failure by Declarant
to enforce any Restriction herein contained in any certain instance or on any
particular occasion shall not be deemed a waiver of such right on any future
breach of the same or any other Restriction by Buyer. All rights, options and
remedies of Declarant specified in the Development Documents and this
Development Declaration are cumulative, and no one of them shall be exclusive
of any other, and Declarant shall have the right to pursue any one or all of
such rights, options and remedies or any other remedy or relief which may be
provided by law, whether or not stated in this Development Declaration.



     (b) In addition to and without limiting the foregoing, Declarant may
assign any of its rights and powers under this Development Declaration to any
Successor (as that term is defined in Subsection 13(d) below) so long as such
person or entity agrees in writing to assume the duties of Declarant pertaining
to the particular rights and powers assigned. Upon the recordation of such
writing accepting such assignment and assuming such duties, such assignee
(“Successor”), to the extent of such assignment, shall have the same rights and
powers and be subject to the same obligations and duties as are given to and
assumed by Declarant herein. Without limiting the generality of the foregoing,
Declarant may make such assignments as to the entire Covered Property or to any
portion thereof.



     Section 7. Amendments. Except as provided in this Development Declaration
concerning (a) assignment by Declarant of its rights under this Development
Declaration, (b) reacquisition of the Covered Property by Declarant, and (c)
addition of descriptions and/or depictions of Benefitted Property (all for
which, Declarant may unilaterally amend this Development Declaration), this
Development Declaration may only be amended by a writing executed by Declarant
and Buyer, which amendment shall be recorded against the Covered Property.



     Section 8. Captions. The captions used herein are for convenience only and
are not a part of this Development Declaration and do not in any way limit or
amplify the terms and provisions hereof.



     Section 9. Governing Law. This Development Declaration shall be governed
by and construed under the laws of the State of California.




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     Section 10. Arbitration/Attorneys’ Fees. Except for the right of either
party to apply to a court of competent jurisdiction for temporary restraining
orders, preliminary injunctions, writs of attachment, writs of possession or
other equitable or provisional relief, any controversy, dispute or claim of any
kind or nature arising out of, in connection with, or in relation to the
interpretation, performance or breach of the Agreement (including the indemnity
obligations contained herein), any Development Document and/or the use or
development of the Land, Property Interests or Oil Operations, including,
without limitation, any claim based on contract, tort or statute, shall be
settled by final and binding arbitration by three (3) arbitrators in accordance
with the Rules of the American Arbitration Association then in effect (the
“Rules”). Each party shall, in accordance with the Rules, nominate one (1)
arbitrator to the arbitrational tribunal and the two (2) arbitrators so
appointed shall appoint the third arbitrator in accordance with the Rules, the
three (3) arbitrators constituting the arbitration tribunal. The arbitration
shall be held in Orange County, California. Reasonable discovery shall be
allowed in connection with such arbitration. At the request of a party, the
arbitration tribunal may issue orders for interim relief as deemed necessary to
safeguard property that is the subject of the arbitration or in order to
accomplish the objectives of the Agreement. Such interim measures may also be
sought from judicial authority having jurisdiction. The decision of the
majority of the arbitrators shall be reduced to writing, shall be the sole and
exclusive remedy between the parties regarding any and all such disputes or
differences, and shall be final and binding on all parties to the arbitration;
and, application may be made to any court of competent jurisdiction for an
order of enforcement and shall be enforceable in any court of competent
jurisdiction. The parties agree to exclude any right of application or appeal
to the courts of any jurisdiction in connection with any questions of law
arising in the course of arbitration or with respect to any award made, except
for enforcement purposes. Consequential, punitive, or incidental or other
similar damages shall not be allowed.



     In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of the
Agreement, any Development Document and/or use or development of the Land,
Property Interests or Oil Operations, the prevailing party in any and all such
arbitration(s) or other proceeding(s), including any bankruptcy proceedings,
shall be entitled to recover from the non-prevailing party all of the
attorneys’ fees and costs incurred by such party in each and every such
arbitration or other proceeding, including any and all appeals or petitions
therefrom. As used in the Agreement, attorneys’ fees shall be deemed, to the
extent allowed by law, to mean the full and actual costs of any legal services
actually performed in connection with the matters involved, calculated on the
basis of the usual fee charged by the attorneys performing such services, and
shall not be limited to “reasonable attorneys’ fees” as defined in any statute
or rule of court.



     Section 11. Severability. In the event that any portion of this
Development Declaration shall become illegal, null or void or against public
policy, for any reason, or shall be held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the
remaining portions of this Development Declaration shall not be affected
thereby and shall remain in force and effect to the full extent permissible by
law.



     Section 12. Gender and Number. In this Development Declaration (unless
the context requires otherwise), the masculine, feminine and neuter genders
and the singular and the plural include one another.



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     Section 13. Covenants to Run with the Land: Term; Unilateral
Amendment for Program.



     (a) The Covered Property shall be held, developed, conveyed, hypothecated,
encumbered, leased, rented, used and occupied subject to the Restrictions. The
Restrictions are intended and shall be construed as covenants and conditions
running with and binding the Covered Property and servitudes upon the Covered
Property and every part thereof, and all and each of the Restrictions shall be
binding upon and burden all persons having or acquiring any right, title or
interest in the Covered Property (during their ownership of such interest), or
any part thereof, and their successors and assigns. The Restrictions shall
inure to the benefit of the Benefitted Property and the owners of the
Benefitted Property, and their successors and assigns; and the Restrictions
shall be enforceable by Declarant and its Successors, all upon the terms,
provisions and conditions set forth herein.



     (b) This Development Declaration shall continue in full force and effect
for a term of sixty (60) years from the date it is recorded in the Office of
the County Recorder of Orange County, California.



     (c) This Development Declaration shall, upon recordation in the Office of
the County Recorder of Orange County, California of a notice of termination
executed by Declarant, automatically terminate and be of no further force or
effect as to any portion of the Covered Property reacquired by Declarant (as to
which Declarant has not assigned its rights and obligations hereunder to a
Successor), whether by grant deed, lot line adjustment or otherwise, but the
Restrictions shall continue to apply as to the remainder of the Covered
Property.



     (d) In the event that any portion of the Benefitted Property is conveyed
by Declarant to a third party which acquires such portion, as a Developer, for
the purpose of developing it as a part of the Project (each parcel of the
Benefitted Property so transferred is hereinafter referred to as a “Transferred
Parcel”), the Restrictions shall continue to benefit such Transferred Parcel
unless the deed conveying the Transferred Parcel from Declarant to the
transferee or a separate recorded document executed by Declarant, with the
prior written approval of Buyer not unreasonably withheld, expressly states
that the benefits of the Restrictions do not run with the Transferred Parcel
(by specific reference to this Development Declaration). Any portion of the
Benefitted Property which is conveyed for other purposes shall not continue to
benefit from the Restrictions unless the deed or other instrument of conveyance
expressly so states. Any owner of any Transferred Parcel hereunder is referred
to herein as a “Successor.” Any merger of Declarant with or into another
entity or any acquisition of all or a portion of the stock or equity of
Declarant by a third party will not be deemed a transfer of the Benefitted
Property triggering the applicability of this Subsection 13(d).



     (e) Buyer’s reasonable approval with respect to the matters contained in
this Section 13 and in Section 7 (Amendments), hereof (for example, for the
purpose of making the Program compatible with the well abandonment and
accommodation program to be agreed to by Declarant in its transfers of its
interests in the Benefitted Property, from time-to-time, referenced in Section
4.6 of the Agreement), shall be given prior to the issuance of the last Final
Acceptance in the Program so long as any such conveyance of a Transferred
Parcel or amendment or modification does not (i) materially, adversely affect
Buyer’s existing Oil Operations, taking into



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account Buyer’s prior agreement to, and acceptance of, the Program and/or (ii)
cause a material diminution in Buyer’s “bargained for exchange” in the
Transaction, as evidenced in the Development Documents, including with
specificity, those matters set forth in the PAPA regarding the Program.




     Section 14. Notices.



     If to Nuevo:



	 	 	 	 	 
	

	 	Nuevo Energy Company	 	 
	

	 	1021 Main, Suite 2100	 	 
	

	 	Houston, Texas 77002	 	 
	

	 	Attn:
	 	David A. Leach
	

	 	Fax:
	 	(713) 374-4899
	

	 	Phone:
	 	(713) 374-4802
	

	 	Email:
	 	leachd@nuevoenergy.com
	 
	 	 	 	 
	

	 	and	 	 
	 
	 	 	 	 
	

	 	Attn:

Fax:

Phone:

Email:
	 	George B. Nilsen

(713) 374-4981

(713) 374-4973

nilseng@nuevoenergy.com







     Copy to:



	 	 	 	 	 
	

	 	Ullom Associates	 	 
	

	 	16149 Redmond Way, Suite 401	 	 
	

	 	Redmond, Washington 98052	 	 
	

	 	Fax:
	 	(425) 836-2870
	

	 	Phone:
	 	(425) 836-2728
	

	 	Email:
	 	ullomjw@aol.com
	 
	 	 	 	 
	

	 	Nossaman, Guthner, Knox & Elliott, LLP	 	 
	

	 	18101 Von Karman Avenue, Suite 1800	 	 
	

	 	Irvine, California 92612-1047	 	 
	

	 	Attn:
	 	William P. Tanner, III
	

	 	Fax:
	 	(949) 833-7878
	

	 	Phone:
	 	(949) 833-7800
	

	 	Email:
	 	wtanner@nossaman.com







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     If to Buyer:



	 	 	 
	BlackSand Energy, Inc.

or

BlackSand Partners, L.P.

1801 Broadway, Suite 600

Denver, Colorado 80202

	 	 
	Attn:

	 	Tim Collins
	Fax:

	 	(303) 296-0329
	Phone:

	 	(303) 296-1908
	Email:

	 	timdenver@aol.com







     Copy to:



	 	 	 
	Kent G. Snyder, Esq.

2212 Dupont Drive, Suite B

Irvine, California 92612

	 	 
	Fax:

	 	(949) 833-8209
	Phone:

	 	(949) 833-9078
	Email:

	 	ksnyder@winstarmail.com







     Notice may also be given by facsimile transmission (“Fax”) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above.



     Section 15. Effect of Declaration. This Development Declaration is made
solely for the purposes set forth herein and in the Development Documents.
Declarant makes no warranties or representations, express or implied, as to
the binding effect or enforceability of all or any portion of this Development
Declaration, or as to the compliance of any of these provisions with public
laws, ordinances and regulations applicable thereto.



     Section 16. Rights of Mortgagees. The breach of any Restrictions shall not
defeat, invalidate nor impair the obligation or priority of any mortgage or
deed of trust now or hereafter executed and constituting a lien upon the
Covered Property or any portion thereof, which is made in good faith and for
value; provided, however, that any party, including the holder or beneficiary
of the mortgage or deed of trust (except for Declarant), which acquires title
through private or judicial foreclosure, trustee’s sale or deed in lieu of
foreclosure (a “Foreclosure-Purchaser”) and all successors and assigns of such
Foreclosure- Purchaser shall take title subject to all of the Restrictions
contained in this Development Declaration. Such Foreclosure-Purchaser shall not
be liable for damages arising from the breach of any Restrictions performed or
which were to have been performed prior to the time such Foreclosure-Purchaser
acquires title to all or any portion of the Covered Property, and the
Foreclosure-Purchaser shall



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have until six (6) months after acquisition of title to all or a portion of
the Covered Property to correct any default under, or violation of a provision
of, the Development Documents.




     Section 17. Waiver of Jury Trial. As set forth in the Agreement,
Declarant and Buyer have each acknowledged that it has had the advice of
counsel of its choice with respect to rights to trial by jury under the
constitutions of the United States and the State of California. Both Declarant
and Buyer expressly and knowingly waive and release all such rights to trial

by jury in any action, proceeding or cross or counterclaim brought by either
party against the other on any matters arising out of or in any way connected
with this Development Declaration, the Development Documents, Buyer’s use or
development of the Covered Property and/or any claim for injury or damage.



     Section 18. No Agency or Partnership.



     18.1 Buyer and Seller expressly acknowledge and agree that they are not
joint venturers, partners, or agents of each other and do not have fiduciary
duties with respect to one another, in any manner whatsoever, in the
acquisition or conveyance of the Property Interests or Oil Operations. Neither
anything in the Agreement or in any other Development Document, nor any
communication or other action between the parties relating to the Property
Interests or Oil Operations, is intended or shall be construed to create a
joint venture, partnership, agency or fiduciary relationship between Buyer and
Seller or their respective owners, regardless of any common identity of
ownership in Seller and Buyer.



     18.2 The Agreement does not create any third party beneficiary status.



     Section 19. Assignment of Agreement. Subject to Section 26, either Seller
or Buyer may assign its rights and interests under the Agreement, with the
exception that Buyer may only assign the entire Agreement or effect the Sale or
Transfer of all of (or undivided interests in) the Property Interests, and,
Seller, without the written consent of Buyer, may not assign its rights under
Exhibit “I” with respect to the Program. In the event of any assignment
authorized by this Section 19, Seller and Buyer expressly agree that (a) any
such assignee shall assume in writing all of assignor’s obligations under the
Agreement which are the subject of the assignment, as more fully described in
Section 26, and (b) the assignor will reimburse the non-assigning party for all
reasonable costs and expenses it incurred in connection with any such
assignment including all reasonable attorneys’ fees and other costs incurred in
preparing and/or reviewing assignment documentation.



     ANY ATTEMPTED ASSIGNMENT MADE IN VIOLATION OF THIS SECTION SHALL BE VOID.



     Section 20. Stand Alone Insurance.



          20.1 Policy Requirements. As a separate and distinct matter, not covered
by the insurance requirements assumed by Buyer and contained elsewhere in the
Agreement, Buyer shall obtain a single premium, ten-year term, “stand-alone”
environmental insurance policy (“SA Insurance”) to cover a portion of the risks
described in Section 3.5 hereof having a combined total limit of Twenty Million
Dollars ($20,000,000), with a self-insurance retention of Two Hundred Fifty
Thousand Dollars ($250,000); and, at least the following:



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                    (a) The insurance company is rated at least A- VIII in the latest Best’s
Report;



                    (b) Buyer, Seller and Developer (and all the Indemnitees) are Named
Insureds;



                    (c) First party clean-up and third party claims, both on-site and off-
site, are covered on a “claims made” basis, to the extent “occurrence” based
insurance is not available in the marketplace;



                    (d) Personal and bodily injury, property damage, health, nuisance (e.g., from odor) and diminished property value on and off the Property Interests are
covered;



                    (e) Unknown (“Unknown”), pre-existing conditions are covered,
including underground storage tanks;



                    (f) No third party claim is necessary to trigger coverage for
occurrences arising from Unknown, pre-existing conditions; and, defense and
indemnity is available therefor, including coverage for the assertions of
Governmental Agencies, any Developer and any Home Owners’ Association
(including internal costs, bonds to release liens and attachments, appeal
bonds, pre and post judgment interest);



                    (g) There is no “retroactive” time limitation on coverage;



                    (h) Cancellation may be effected only to the limited extent of specific
Named Insured non-compliance; and



                    Buyer and Seller shall pay the premium for such policy at the time of
issuance, as follows:



	 	 	 	 	 
	Seller

	 	 	50	%
	Buyer

	 	 	50	%







                    To the extent any insurance payment under such a policy of SA Insurance
is applied to reduce any liability imposed as a result of such a risk (or
Buyer’s indemnity in Section 3.5), Buyer’s payment obligations pursuant to
Section 3.5 shall be reduced proportionately; provided however, that such SA
Insurance and/or payment shall not otherwise
dilute Buyer’s obligations under such Section 3.5, or the Indemnities specified
therein.



          20.2 Documentation. Any person or entity that is obligated to perform
remediation work under the PAPA shall use commercially reasonable efforts to
obtain a No Further Action Letter or such other, comparable documentation from
the appropriate Governmental Agency as is necessary to avoid any exclusion for
known pollution conditions under the SA Insurance Policy. As soon as such
documentation is obtained, such person or entity shall promptly furnish same to
the insurer under the SA Insurance Policy.



     Section 21. Further Assurances and Cooperation. Each of the Parties
shall execute and deliver all additional papers, documents and other reasonable
assurances, and shall do all



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acts and things reasonably necessary in connection with the performance of its
obligations hereunder to carry out the intent of the Agreement, including
Seller’s obligation to make the Contingent Payment as defined in Section 23,
and shall cooperate with the other Party after the Close, to ensure a smooth
transition from Seller to Buyer regarding the ownership, possession and use of
the Property Interests and for Oil Operations, including without limitation,
the following: (a) Buyer shall provide access and make available to Seller,
during normal business hours, upon forty-eight (48) hours notice, for copying
of the Knowledge, but only including financial and accounting documents and
information relating to Seller’s prior ownership, use and possession of the
Property Interests and Oil Operations, among other things, in order to (i)
submit any reports to or filings with any Governmental Agency (including
taxing authorities), (ii) wind up its business activities with respect to the
Property Interests and Oil Operations and (iii) continue its general,
corporate operations in the ordinary course of its business, and (b) Seller
shall provide reasonable assistance to Buyer in assuming the Oil Operations,
without however, being required to spend money, participate in any formal
controversy including litigation or arbitration or spend excessive employee or
consultant time and effort in so doing.




     Section 22. Continuing Seller Interests. To ensure the performance by
Buyer (and its successors and assigns to all or an undivided interest in the
Property Interests), of its obligations under the Agreement, any Sale or
Transfer (including hypothecation) of all or a portion of the Property
Interests or recording of claims against the Property Interests shall be made
expressly subject to the rights of Seller under the Agreement, including the
Development Declaration. THIS PROVISION SHALL BE INCLUDED IN THE GRANT DEED
AND ANY SUBSEQUENT DEED OR CONVEYANCING INSTRUMENT FOR ANY OF THE PROPERTY
INTERESTS, IN PERPETUITY.



     Section 23. Unocal Asset Purchase Agreement. With the exception of the
payment of the “Contingent Payment” to Unocal as set forth below, Buyer hereby
accepts and assumes all of Seller’s rights, duties and obligations, of every
nature and type whatsoever, under, in or relating to the Unocal Asset Purchase
Agreement to the extent they relate to the Property Interests. The obligation
to pay to Unocal the “Contingent Payment” (referenced and defined at Section
2.1 of the Unocal Asset Purchase Agreement) is specifically retained by Seller;
provided, however, that Buyer hereby covenants and agrees to provide necessary
information to Seller in a timely fashion so that it may calculate the amount
of the Contingent Payment. The information to be provided to Seller shall
consist of and shall be submitted as follows:



          (a) The information is set forth in Section 2.1 of the Unocal Asset
Purchase Agreement and shall be calculated based upon data from the Brea Olinda field
only.



          (b) The information shall relate to the following calendar years: 2003
and 2004. Buyer shall provide such information to Seller, within ten (10) days
of a written request therefor. Furthermore, within two (2) days of a Seller
request, Buyer shall make its relevant records available for inspection by
Seller during normal business hours at Buyer’s office. The matters contained
in the preceding sentence are in addition to, and not in limitation of, the
provisions of Section 21.



     Section 24. Unavoidable Delay. Any prevention, delay or stoppage in the
completion of Declarant’s or Buyer’s Improvements as defined in Exhibit “I”
caused by Force Majeure as



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defined therein in Section 2.1.8.1 or by acts of God, war, riot, civil
insurrection, inability to obtain labor or materials or reasonable substitutes
therefor, or other similar matters or causes beyond the reasonable control of
the responsible party (“Unavoidable Delay”) shall extend the time within which
the Development Documents require certain acts to be performed for a period or
periods equal to any period of such Unavoidable Delay, but not to exceed in
the aggregate eighteen (18) months; provided, however, that nothing in this
Section shall excuse the performance of any act rendered difficult solely
because of the financial condition of a party. Furthermore, in no event shall
any extension of any period of time be deemed to have occurred unless a party
shall have given written notice to the other within fifteen (15) days
following the commencement of any such delay, setting forth the facts giving
rise to such extension.




     Section 25. Waiver. Release, and Indemnities: Limitations Under the PAPA.
The waiver, release and indemnities given by Buyer herein with respect to
Losses and Environmental Losses are subject to any contrary provisions
regarding Seller Work to be performed under the PAPA (but as also limited by
such contrary provisions). The provisions of the PAPA shall prevail in the
event of any conflict between that agreement and the indemnity provisions in
Section 3.5 of the Agreement.



     Section 26. Notice on Approved Transfer . Buyer shall notify Seller in
writing ten (10) days prior to any Transfer permitted by Section 19 hereof, by
(a) identifying the transferee; (b) specifying its relation to Buyer and/or
Buyer’s parent or related entity and Buyer’s ownership interest therein; if
any, and (c) by providing Seller with such Transferee’s written Assumption of
Obligations (in the form attached to the Agreement as Exhibit “J”) of all
Buyer’s obligations hereunder relating to the portion of the Property
Interests being transferred.



     Section 27. Assumption of Obligations. The undersigned acknowledge and
agree that they have received valuable consideration for executing the
Assumption of Obligations and assuming all the obligations of Buyer under the
Agreement (including specifically without limitation those obligations in
Sections 3.2, 3.4, 3.5, 3.7, 5.28 and 5.29 thereof) as the beneficiary of (a)
the further transfer of Property Interests, (b) the assignment provisions in

Section 19 and (c) otherwise in connection with the recitals, covenants and
promises between Seller and Buyer in the Agreement, and in exchange therefor,
hereby assume, in addition to and not in lieu of the assumption by Buyer of
all its duties and obligations under the Agreement, all of Buyer’s duties and
obligations under the Agreement; provided, however, that each of the
undersigned’s potential liability to Seller pursuant to the Assumption of
Obligations shall be limited, to the value and extent of the Property
Interests held by such undersigned entity, except to the extent of any
insurance, surety or other third party proceeds, contributions and/or
liability from which they may benefit relating thereto and which they hereby
agree to pursue in each instance with best efforts on behalf of Seller.



     This assumption of obligations shall not apply to an undersigned which
does not actually come into possession of any Property Interests; however, the
assumption shall specifically apply to any successor in interest, assignee, or
grantee. To the extent an undersigned conveys or assigns any of its prospective
or actual interests or rights in or to the Property Interests, the undersigned
shall require any such successor in interest or assignee to agree in writing to
the assumptions of obligations set forth herein.



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     Without in any way limiting the effect of the Indemnity Sections or of
any other obligation, liability, responsibility or indemnity of Buyer under
the Agreement, the following shall apply with respect to the Assumption of
Obligations by the undersigned (jointly and severally, “Undersigned”)
regarding the Indemnities of Buyer in favor of Seller against Losses in
Section 3.5 of the Agreement (“Release and Indemnity Section”):



     (1) In the event of any mediation, arbitration, reference proceeding,
litigation or any other dispute resolution method, procedure and/or endeavor
(“Indemnity Controversy”) for which defense and indemnity may be claimed by
Seller against Buyer, Seller may demand defense and indemnity from any or all
of the Undersigned, at Seller’s sole discretion. Upon such demand, the
Undersigned to whom such demand is made shall immediately tender to Seller
defense and indemnity pursuant to the terms of the Agreement.



     (2) In any Indemnity Controversy, Buyer and/or any or all of the
Undersigned may make a written request of any trier of fact (“Trier”) therein
for a specific, special finding (“Finding”) that any liability of Seller for
which defense and indemnity applies under the Agreement shall be identified and
allocated in whole or in part by such Trier, in its sole discretion, to all or
any of the Undersigned and Buyer. For purposes of the Assumption of
Obligations, a “Finding” does not occur and is not effective until there is a
final judgment or other final, non-appealable resolution of the dispute
concerning the Allocation.



     (3) In the event a Finding is made pursuant to the Assumption of
Obligations, Buyer and the Undersigned shall have the responsibility to Seller,
from the date of the Finding forward, for only their portion of the Allocation.
In the absence of a Finding or prior to the effectiveness of a Finding, Buyer
and the Undersigned shall be jointly and severally responsible for the full
amount of liability of Seller for which defense and indemnity applies under the
Agreement. In no event shall Buyer or the Undersigned have the right to recover
from Seller any defense and/or indemnity payments made to Seller under the
Assumption of Obligations or the Agreement.



     To the extent any disputes arise between or among Buyer, the Undersigned,
or any of them, regarding the matters described in the Assumption of
Obligations, Buyer and the Undersigned shall resolve such disputes among
themselves. Any such disputes shall not be a matter for which Seller shall be
concerned or in which Seller shall be a party or participant, or have any
liability whatsoever.



     IN WITNESS WHEREOF, Declarant has executed this instrument the day and
year first hereinabove written.



	 	 	 	 	 
	 	 	NUEVO ENERGY COMPANY, a Delaware

corporation
	 
	 	 	 	 
	

	 	By: 	 	


	

	 	 	 	George B. Nilsen
	

	 	Title: Senior Vice President








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	 	 	BLACKSAND PARTNERS, L.P., a Texas limited
partnership
	 
	 	 	 	 
	

	 	By: 	BLACKSAND ENERGY, INC., a Delaware corporation 
	 
	 	 	 	 
	

	 	Title: 	 General Partner 	 
	 
	 	 	 	 
	

	 	 	By: 	


	

	 	 	 	Timothy Collins
	

	 	 	
Title: 	 President







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	State of California

	 	 	)	 
	 

	 	 	)	 
	 
	 	 	 	 
	County of Orange

	 	 	)	 







     On _______________ before me, ____________________, personally
appeared ______________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	









	 	 	 	 	 
	State of California

	 	 	)	 
	 
	 	 	)	 
	 
	 	 	 	 
	County of Orange

	 	 	)	 







     On _______________ before me, ____________________, personally appeared ______________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.



     WITNESS my hand and official seal.


	 	 	 
	Signature

	 	









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DEVELOPMENT DECLARATION




ATTACHMENT “1”




LEGAL DESCRIPTION OF THE LAND




 









Table of Contents








DEVELOPMENT DECLARATION




ATTACHMENT “2”




LEGAL DESCRIPTION OF THE COVERED PROPERTY (MINERALS)




 









Table of Contents








DEVELOPMENT DECLARATION




ATTACHMENT “3”




LEGAL DESCRIPTION OF THE
BENEFITTED PROPERTY

(SURFACE FEE INTEREST IN THE LAND)




 









Table of Contents








DEVELOPMENT DECLARATION




ATTACHMENT “4”




TPEL




 









Table of Contents








DEVELOPMENT DECLARATION




ATTACHMENT “1”




LEGAL DESCRIPTION OF THE
LAND









Table of Contents








THOSE PORTIONS OF SECTIONS 1 AND 12. TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOOTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:




PARCEL 1



BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST
62.67 CHAINS TO A 2'' X
4'' POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2'' X 4'' POST MARKED 20.60. IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4'' X 4'' POST IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 20.00
CHAINS TO A 2'' X 4'' POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2'' X 4'' POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2'' X 4'' POST IN MOUND WITH PITS; THENCE NORTH 89°
45'' EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK





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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:





BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24''
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16'' EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11'' EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49'' EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11'' WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49'' WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.


ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:





BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50'' WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11'' WEST 529.60 FEET TO A 2'' X 2'' STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16''
WEST, 380.00 FEET TO A 2'' X 2'' STAKE; THENCE NORTH 4° 11' 44'' EAST
1750.00 FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 85° 48' 16'' EAST 380.00
FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 4° 11' 44'' WEST 1750.00 FEET TO A
2'' X 2'' STAKE AND THE TRUE POINT OF BEGINNING.


ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.





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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18" E 381.48' ” ON
SAID RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE
EASTERLY BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH
60°42'49'' EAST 43.00 FEET TO THE TRUE POINT OF BEGINNING;




THENCE NORTH l0°42'00'' EAST 141.00 FEET

THENCE NORTH 15°02'00'' EAST 103.00 FEET

THENCE NORTH 26°29'00'' EAST 105.00 FEET



Page 3 of 5









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THENCE NORTH 46°26'07'' WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “
N10°33'18'' E 381.48' ”;




THENCE
SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.



PARCEL 2



PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18'' E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49'' EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;




THENCE NORTH 10°42'00'' EAST 141.00 FEET

THENCE NORTH 15°02'00'' EAST 103.00 FEET

THENCE NORTH 26°29'00'' EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY

BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18'' E
381.48' ”;




THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.


PARCEL 3



THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:





BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50'' WEST
ALONG SAID LINE 3131.98 FEET FROM



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THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING MONUMENTED
BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11'' WEST 529.60 FEET
TO A 2'' X 2'' STAKE AND THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION;
THENCE NORTH 85° 48' 16'' WEST, 380.00 FEET TO A 2'' X 2'' STAKE; THENCE NORTH
4° 11' 44'' EAST 1750.00 FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 85° 48' 16''
EAST 380.00 FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 4° 11' 44'' WEST 1750.00
FEET TO A 2'' X 2'' STAKE AND THE TRUE POINT OF BEGINNING.


THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT “ ‘Al’
SITE DEPICTION ”, IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES UNDER

THE DIRECTION OF:
	 	
	 
	 	 
	

	KATHLEEN SUSAN TETREAULT P.L.S. 7297

MY LICENSE EXPIRES 12/31/2004
	 
	 

	January 31, 2003
	

	 	JN: 13207.00







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ATTACHMENT 2




TO EXHIBIT L




(Description of Covered Property/Minerals)



The following described real property situated in the County of Orange, State
of California (“Property”):





	 	A.	 	SCHEDULE 1 (Property Minerals):
	 
	 	 	 	Any and all oil, oil rights, minerals, mineral rights, natural
gas rights and other hydrocarbons by whatsoever name known,
geothermal steam and all products derived from any of the
foregoing (hereinafter collectively referred to as, the
“Minerals”) described in Schedule No. 1 (“Property Minerals”),
attached hereto and incorporated herein by this reference;
together with the perpetual right, as limited herein, of
drilling, exploring and operating thereof and storing in and
removing the same;
	 
	 	 	 	EXCEPTING AND RESERVING, the Minerals lying from the surface to
five hundred feet (500’) below the surface of the Property
Minerals and Buyer shall have no rights to drill for, explore,
operate, store or remove the Minerals from said reserved
interval. Provided, however, Buyer shall have the right of
subsurface entry through said interval to explore, operate, store
or remove the Minerals lying below five hundred feet (500’) from
the surface of the Property Minerals;
	 
	 	 	 	SUBJECT TO those certain conditions and restrictions for surface
use set forth in the Environmental Impact Report No. 518, SCH No.
2001031137 for the Tonner Hills Planned Community, dated April
2002, approved by the Board of Supervisors for Orange County,
California as the lead agency on November 19, 2002; Planned
Community ZC-01; Development Agreement 2001-01; Tonner Hills Area
Plan; and that certain Biological Opinion dated December 30,
2002, as used by the U.S. Army Corps of Engineers in its Section
404 Permit. The foregoing documents, inclusive of any amendments
thereto, are collectively referred to herein as the “Project”;
and subject to that certain oil and gas lease titled “Indenture”
dated February 26, 1901, as amended, by and between Union Oil
Company of California and Columbia Oil Producing Company;
	 
	 	 	 	IT IS FURTHER PROVIDED, THAT Buyer shall limit its operations
within Planning Areas Number 1 through 8 (as the same is defined
and described in the Project) to be in accordance with the Project
and the provisions of that certain Payment and Performance
Agreement of even date herewith by and between Seller and Buyer.
In said Payment and Performance Agreement,





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	 	 	 	Buyer’s producing operations in the aforedescribed Planning Areas shall
be limited to the following existing wells, to wit: East Naranjal Wells
Numbered 26, 46, 79, 89, 90, 147, 148, 150, 151, 153, 221, 232, 285,
288, 292, 294, 217 RD2, 247, 87, 180, 211, 230, 259, 276, 281 and 293.
	 
	 	B.	 	SCHEDULE 2 (Adjacent Minerals):
	 
	 	 	 	All Minerals described in Schedule No. 2 (“Adjacent Minerals”),
attached hereto and incorporated herein by this reference;
	 
	 	 	 	EXCEPTING THEREFROM, the right to drill, mine, store, explore or
operate on the surface or through the upper five hundred feet (500’) of
the subsurface of the property described on Attachment 2:
	 
	 	 	 	SUBJECT TO, the provisions and conditions set forth on that certain
Grant Deed dated October 3, 2001 by and between Seller and Brea Walden,
LLC, recorded on October 9, 2001 as Instrument No. 20010710856 in the
Official Records of Orange County, California.
	 
	 	C.	 	SCHEDULE 3 (District Minerals):
	 
	 	 	 	All Minerals described in Schedule No. 3 (“District Minerals”),
attached hereto and incorporated herein by this reference;
	 
	 	 	 	EXCEPTING THEREFROM, the right to drill, mine, store, explore or
operate through the surface or the upper 500 feet of the subsurface of
the property described in Attachment 3;
	 
	 	 	 	SUBJECT TO, the provisions and conditions set forth in that certain
Gift Deed dated January 30, 2003, by and between Seller and Brea-Olinda
Unified School District and recorded on February 25, 2003, as
Instrument No. 2003000207265 in the Official Records of Orange County,
California.
	 
	 	D.	 	SCHEDULE 4 (Other Minerals):
	 
	 	 	 	All Minerals lying below the surface of the real property described in
Schedule No. 4 (“Other Minerals”), attached hereto and incorporated
herein by this reference.





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SCHEDULE NO. 1

TO

ATTACHMENT 2


LEGAL DESCRIPTION OF PROPERTY MINERALS




 1









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SCHEDULE “1”



THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133. PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE. ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



PARCEL 1



BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89°
EAST 20.00 CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45'
WEST 20.00 CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE
NORTH 88° 39" EAST 55.48 CHAINS TO A 2" X 4" POST MARKED 20 IN MOUND WITH PITS;
THENCE SOUTH 0° 30" EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS;
THENCE NORTH 89° 45" EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND
WITH PITS UPON THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA;
THENCE ALONG SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL
COMPANY OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10,
1905 IN BOOK 120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK




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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:





BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899.
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.


ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:





BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44. PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" X 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16"
WEST, 380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2" X 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2" X 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" X 2" STAKE AND THE TRUE POINT OF BEGINNING.


ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716. PAGE 437 OF OFFICIAL RECORDS. IN THE OFFICE OF SAID COUNTY
RECORDER.




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ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO
THE CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579. PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214. PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18"E 381.48' ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;




THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET




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THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OP PARCEL MAP-NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “
N10°33'18"E 381.48' ”;




THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.



PARCEL 2



PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:





BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18" E 381.48’ ” ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;




THENCE NORTH 10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18"E
381.48' ”;




THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33' 18" WEST 381.48
FEET TO THE TRUE POINT OP BEGINNING.



PARCEL 3



THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:





BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM



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THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° .48' 11"
WEST 529.60 FEET TO A 2" X 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" X 2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" X 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" X 2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" X 2" STAKE AND THE TRUE POINT
OF BEGINNING.


THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT “ ‘A1’ SITE DEPICTION “, IS FOR INFORMATIONAL PURPOSES ONLY.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES UNDER

THE DIRECTION OF:
	

	
	

	KATHLEEN SUSAN TETREAULT P.L.S.7297
 MY
LICENSE EXPIRES 12/31/2004
	 
	 
	

	January 31, 2003

JN: 13207.00








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SCHEDULE NO. 2

TO

ATTACHMENT 2




LEGAL DESCRIPTION OF ADJACENT MINERALS




 1









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SCHEDULE 2




Description of Adjacent Interests




     All of that real property, and all real property rights and interests,
described in those certain Exceptions and Reservations unto Grantor, Paragraphs
A through E, appearing on pages 1 and 2 of, and in all the Attachments to, the
grant deed (“Walden Deed”) from Grantor to BREA WALDEN, LLC, a California
limited liability company, as grantee, dated October 3, 2001, and recorded in
the Official Records of Orange County, California on October 9, 2001 as
Instrument No. 20010710856. A conformed copy of the Walden Deed is appended
hereto for convenience only, as Attachment 1 to Schedule 2.



Attachment 2




 









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ATTACHMENT 1 TO




SCHEDULE 2




Schedule 1 to Attachment 2




 









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GRANT DEED




     FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
NUEVO ENERGY COMPANY, a Delaware corporation (“Grantor”), hereby grants to
BREA WALDEN, LLC, a California limited liability company (“Grantee”), the
following described real property (“Land” or “Property”) in the County of
Orange, State of California:



     See Attachment No. 1 which is incorporated herein by this reference.



     EXCEPTING AND RESERVING UNTO GRANTOR, its successors and assigns
together with the right to grant and transfer all or a portion of the same,
as follows:



     A. All oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons, of every type and nature, by whatsoever name
known, geothermal steam and all products derived from any of the foregoing,
that may be within or under the Land, together with the perpetual right of
drilling, mining, exploring and operating therefor and producing, storing in,
injecting water, gases and/or other substances (for secondary and/or tertiary
recovery operations) into, or to use other techniques, whether now known or
unknown, and removing, taking, treating and selling the same from said Land
or any other land (including the Adjacent Parcel, as shown on Attachment
“2”), and including the right to whipstock or directionally drill and mine
from lands other than the Land (including the Adjacent Parcel, as shown on
Attachment “2”), oil or gas wells, mines, tunnels and shafts into, through or
across the subsurface of the Land, and to bottom such whipstocked or
directionally drilled wells, mines, tunnels and shafts under and beneath or
beyond the exterior limits thereof, and to relocate, replace, redrill,
retunnel, work, rework, complete, recomplete, equip, maintain, repair,
remove, change the size of, increase the number of, deepen and operate any
such wells or mines; but, except as set forth id C, D and E below, without
the



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right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the Land.




     B. Any and all water, water rights or interests therein appurtenant or
relating to the Land or owned or used by Grantor in connection with or with respect
to the Land (no matter how acquired by Grantor), whether such water rights shall be riparian,
overlying, appropriative, littoral, percolating, prescriptive,
adjudicated, statutory, contractual or otherwise derived, together with
the right and power to explore, drill, redrill, remove and store the same
from or in the Land or to divert or otherwise utilize such water, rights or interests on any
other property owned or leased by Grantor; but without, however any right to enter upon the surface
of the Land in the exercise of such rights.



     C. An exclusive, subsurface easement and nonexclusive surface easement
(“Corridor Easement”) on, over and under the Land for ingress, egress and access to
and from, and the construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses (collectively, “uses”) of (a) electric, gas, telephone, water,
sewer, drainage, and all other wet and dry utilities, (b) cable television and other telecommunications
and/or data transmission lines and facilities, and (c) pipelines and other uses and facilities in
connection with its operating/non-operating oil and gas wells and mines and other development of the
adjacent parcel (“Adjacent Parcel”) as a master-planned community (the location of the Corridor
Easement and a description of the Adjacent Parcel are shown on Attachment “2”); provided that the
construction and installation of such facilities shall not unreasonably interfere with
Grantee’s development of the Land, and after Mass Grading thereof has been completed, Grantor shall
repair any damage to the surface of the Land caused by its activity thereon; and provided further
that Grantee shall construct and maintain landscaping on and over the surface of the Corridor
Easement compatible with its development of the Land and Grantor’s development of the Adjacent
Parcel.



     D. A non-exclusive easement (“Street Easement”) on, over and under
the streets on the Land for ingress; egress and access to and from, and the
construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses of (a) electric, gas, telephone, water, sewer,
drainage, and all other wet and dry utilities, (b) cable television and
other telecommunications and/or data transmission lines and facilities, and
(c) pipelines and other facilities in connection with its
operating/non-operating oil and gas wells and mines and other development of
the Adjacent Parcel as a master-planned community (the location of the
Street Easement is shown on Attachment “2”); provided that the use of such
facilities shall not unreasonably interfere with Grantee’s development of
the Land, and after Mass Grading thereof has been completed, Grantor shall
repair any damage to the Streets and surface of the Land caused by its
activity thereon.



     E. A non-exclusive easement on, over and under the Land for drainage
purposes from the Adjacent Parcel, as shown on Attachment “3,” as well as
the right to connect to and discharge and drain through, any water, sewer
and other facilities constructed by Grantee on, over and under the Land.



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All defined terms in the Agreement and other Development Documents referenced
therein are incorporated herein by this reference. The provisions of this
Grant Deed shall prevail in the event of a conflict with the provisions of any
other Development Document.



SUBJECT TO:




     1. General and special real property taxes and assessments and
supplemental assessments, if any, which are not delinquent.



     2. That certain Agreement between Adjacent Landowners, dated October 9,
2001, between Grantor and Grantee, regarding the construction and location of
slopes and the disposition and use of export spoils, recorded concurrently
herewith.



     3. That certain Temporary Easement and Transfer Agreement between Grantor
and Brea Olinda Venture, LLC, dated June 6, 2001, whether a matter of record or
not.



     4. All other covenants, conditions, restrictions, reservations, rights,
rights-of-way, dedications, offers of dedication, easements and other
matters of record or apparent.



     IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and
year hereafter written.



	 	 	 	 	 
	Dated: October 3, 2001	 	NUEVO ENERGY COMPANY, a Delaware corporation
	 	 	
By:
	 	-s- MIKE DARDEN



MIKE DARDEN
	 	 	
Title:
	 	VICE PRESIDENT
	 	 	
By:
	 	-s- DAVID A. LEACH



DAVID A. LEACH
	 	 	
Title:
	 	ASST. SECRETARY



                “Grantor”








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ACCEPTANCE: Grantee hereby accepts this Grant Deed on the terms and conditions
herein stated.




	 	 	 	 	 
	Dated: October 3, 2001	 	BREA WALDEN, LLC, a California limited

liability company
	 	 	
By:
	 	HOVER DEVELOPMENT COMPANY, INC., a

California corporation, its sole

managing member






	 	 	 	 	 
	 	 	
By:
	 	-s- Tom Hover



Tom Hover, President
	 	 	
By:	 	


	 	 	
Its:	 	



          “Grantee”







4









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	State of Texas

	 	)
	

	 	)
	County of Harris

	 	)







     On       before me,
                 , personally appeared
                         
, personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 
	Signature

	 	









	 	 	 
	State of Texas

	 	)
	

	 	)
	County of Harris

	 	)







     On October 4, 2001 before me, Judy Vidrine, personally appeared
Mike Darden and David A. Leach, personally known
to me to be the person(s) whose name(s) are subscribed to the within
instrument and acknowledged to me that they executed the same in their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.




     WITNESS my hand and official seal.



	 	 	 	 	 
	Signature

	 	/s/ Judy Vidrine	 	 
	 

	 	
	 	 






 









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	State of California

	 	)
	

	 	)
	County of Orange

	 	)







     On _______________ before me, _________________________ , personally appeared
_________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.



     WITNESS my hand and official seal.
 

	 	 	 
	Signature

	 	








	 	 	 
	State of California

	 	)
	

	 	)
	County of Orange

	 	)





     On
October 3, 2001 before me, Donna Fritz, personally appeared [ILLEGIBLE], personally known
to me to be the person whose name subscribed to the within instrument and
acknowledged to me that he executed same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the instrument.



     WITNESS my hand and official seal.



	 	 	 	 	 
	Signature

	 	[ILLEGIBLE]	 	 
	 

	 	
	 	 






 









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ATTACHMENT NO. 1




TO




GRANT DEED




LEGAL DESCRIPTION OF LAND




 









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	Preliminary Report

	 	OR-2126186
	

	 	TITLE OFFICER- RONALD I. GOMEZ







DESCRIPTION



THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY
OF ORANGE, CITY OF BREA, AND IS DESCRIBED AS FOLLOWS:



PARCEL 2 AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT LL-2000-054
RECORDED ON AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.


 









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ATTACHMENT NO. 2




TO




GRANT DEED




CORRIDOR EASEMENT




STREET EASEMENT




ADJACENT PARCEL




 









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CORRIDOR EASEMENT




(Metes and Bounds Description Of Easement Area)




 









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ATTACHMENT “2”

TENTATIVE TRACT NO. 16047

LOTS “A” & “F”



THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE CITY OF BREA, STATE OF CALIFORNIA AS SHOWN ON RECORD
OF SURVEY NO. 91-1007 FILED IN BOOK 133 PAGES 41 THROUGH 46 INCLUSIVE OF
RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO
DESCRIBED AS A PORTION OF THE LAND DESCRIBED IN A, BILL OF SALE AND ASSIGNMENT,
RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS, IN
THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS:



PARCEL A (TENTATIVE TRACT NO. 16047 LOT “F”)



COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF
SECTION 7;



THENCE ALONG THE EASTERLY
LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH 00°
10'32"
 WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE
CITY OF BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45
RECORDED JUNE 28, 1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE
OFFICE OF SAID COUNTY RECORDER;



THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION
NORTH 89°53'53"W 466.40
FEET TO THE POINT OF BEGINNING;



THENCE SOUTH 6.05 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHERLY, AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE THROUGH SAID
POINT BEARS NORTH 00° 50'30" WEST, SAID POINT BEING ON THE
RIGHT-OF-WAY OF PROPOSED STREET “A”;



THENCE WESTERLY ALONG SAID CURVE AND RIGHT-OF-WAY 26.65 FEET THROUGH A
CENTRAL ANGLE OF 33°55'2";



THENCE NORTH 14.12 FEET TO SAID NORTHERLY LINE;



THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53' 53" EAST 25.00 FEET TO THE
POINT OF BEGINNING.



PARCEL B (TENTATIVE TRACT NO. 16047 LOT “A” )



COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7;



THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10'32" WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE
CITY OF BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45
RECORDED




 









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JUNE 28, 1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF
SAID COUNTY RECORDER;



THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION
NORTH 89° 53' 53"W
723.50 FEET TO THE POINT OF BEGINNING:



THENCE SOUTH 07°50'05" EAST 87.46 FEET TO A POINT ON THE RIGHT-OF-WAY
OF PROPOSED STREET “A”;



THENCE ALONG SAID RIGHT-OF-WAY SOUTH 81°51'01" WEST 25.00
FEET;


THENCE NORTH 07°50'05" WEST 91.09 FEET TO SAID
NORTHERLY LINE;



THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53'53" EAST 25.24 FEET TO THE
POINT OF BEGINNING.



ALSO AS SHOWN ON EXHIBIT “B”, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.



THIS DESCRIPTION HAS BEEN PREPARED FOR “LAND OWNER AGREEMENT” PURPOSES AND MAY
NOT BE USED FOR THE CONVEYANCE, FINANCING OR LEASING OF LAND, EXCEPT AS
PROVIDED FOR IN LOCAL ORDINANCE AND THE SUBDIVISION MAP ACT, A DIVISION OF THE
GOVERNMENT CODE OF THE STATE OF CALIFORNIA



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.




 









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STREET EASEMENT




(Current depiction of Streets,

to be automatically replaced

by the recorded version

of TTM 16047, showing

the final alignment

and location thereof and

connection points to the

Corridor Easement)




 









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SCHEDULE NO. 3

TO

ATTACHMENT 2




LEGAL DESCRIPTION OF DISTRICT MINERALS




1









Table of Contents









SCHEDULE “3”




THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS:



BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP NO.
86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE
OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE SOUTHERLY TERMINUS OF A
COURSE SHOWN AS “ N 10°33'18" E 381.48' “ ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 OF
PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST 43.00 FEET TO THE TRUE POINT OF
BEGINNING;



THENCE NORTH
10°42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET


THENCE NORTH 26°29'00" EAST 105.00 FEET


THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY BOUNDARY
OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE NORTHERLY
TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18" E 381.48' “;


THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET TO THE
TRUE POINT OF BEGINNING.



CONTAINING 0.425 ACRES, MORE OR LESS.



SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 
	 	 
	

	 	
	 
	 	 
	

	 	KATHLEEN SUSAN TETREAULT P.L.S.
7297
 MY LICENSE EXPIRES 12/31/2004
	 
	 	 
	

	 	November 04, 2002

JN: 13207.00.034










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SCHEDULE NO. 4

TO

ATTACHMENT 2


LEGAL DESCRIPTION OF OTHER MINERALS




1









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SCHEDULE “4”




	 	 	 
	Property Name:

	 	BREA RESIDENTIAL LOTS MINERAL FEE
	Nuevo Property #:

	 	CA12096






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds.




	 	 	 
	Property Name:

	 	HOLE MINERAL FEE
	Nuevo Property #:

	 	CA12451






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10, in
Book 194, Page 55, of Deeds; EXCEPTING THEREFROM, any portions of such real
property which is located in Section 22, Section 23, Section 24, or the South
Half of Section 14, Township 3 South, Range 10 West, S.B.B.&M.



All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Quitclaim Deed dated 4/29/46, between David R.
Wagner, as Grantor, and Union Oil Company of California, as Grantee, recorded
4/30/46 in Book 1332 at Page 421 of Official Records; EXCEPTING THEREFROM, any
portions of such real property which is located in Section 22, Section 23,
Section 24, or the South Half of Section 14, Township 3 South, Range 10 West,
S.B.B.&M.




	 	 	 
	Property Name:

	 	SIEVERS (J.) MINERAL FEE
	Nuevo Property #:

	 	CA12097






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 11/30/26, from John D. Sievers, as
Grantor, to Union Oil Company of California, as Grantee, recorded 12/9/26 in
Book 690 at Page 149 of Deeds.




1









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	Property Name:

	 	TOWNSEND & DAMON MINERAL FEE
	Nuevo Property #:

	 	CA12445






All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company
of California in that certain Indenture dated 8/1/10, from J. S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds.




	 	 	 
	Property Name:

	 	NARANJAL MINERAL FEE A & B
	Nuevo Property #:

	 	CA12453






All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced, and saved from that certain real
property which was granted, quitclaimed, assigned or conveyed to Union Oil
Company of California in that certain Indenture dated 3/24/10 from Steams
Ranches Company, as Grantor, to Union Oil Company of California, as Grantee,
recorded 4/22/21 in Book 385 at Page 394 of Deeds Orange County and recorded
on 5/25/21 in Book 211, Page 268 Official Records Los Angeles County;
EXCEPTING THEREFROM that portion described as follows:





That portion of the Northerly one-half of Section 2, Township 3
South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in
the unincorporated territory of the County of Orange, State of
California, as shown on the Map recorded in Book 51, Page 7 of
Miscellaneous Maps in the Office of the County Recorded, described as
follows:




Beginning at the Southeasterly corner of Tract No. 12743, recorded in
Book 585, Pages 39 through 44 of Miscellaneous Maps in the Office of
said county recorder; thence along the Easterly line of said Tract No.
12743, North l°31'03" West 1099.63 feet to the Northeasterly corner of
said Tract No. 12743, said corner also being the beginning of a
non-tangent curve, concave Northeasterly having a radius of 795.00
feet, a radial line to said point bears South 4°39'12" East; thence
Northwesterly 484.67 feet along said curve and the Northerly line of
said Tract No. 12743, through a central angle of 34°55' 49"; thence
North 59°43' 23" West 104.97 feet along said Northerly line to an
angle point in said Northeasterly line, said angle point being the
beginning of a non-tangent curve, concave Southeasterly having a
radius of 1450.00 feet, a radial line to said point bears North
59°31'24" West; thence Northeasterly 54.73 feet along said
Northeasterly line through a central angle of 2° 09' 15"; thence along
said Northeasterly line North 57°22' 09" West 50.00 feet to the most
Northerly corner of said Tract No. 12743, said corner also the
beginning of a non-tangent curve, concave Southeasterly having a
radius of 1500.00 feet, a radial line to said point bears North 57°22'
09" West; thence leaving said Northeasterly




2








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line and following along the Easterly line of future Tract No. 13728, the
following courses:



Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86o40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan
Cajon de Santa Ana as shown on Record of Survey no. 88-1035, filed in Book
119, Pages 33 and 34 in the Office of the County Recorder, thence South
76o59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29, 1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said deed;
thence South 88°31'06" West 961.07 feet along the Northerly line of the South
one-half of said Section 2 to the Point of Beginning.



     All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 5/17/27 between Stearns Ranchos
Company and Union Oil Company of California, recorded 5/25/27 in Book 47 at
Page 363 Official Records; EXCEPTING THEREFROM that portion described as
follows:



That portion of the Northerly one-half of Section 2, Township 3 South, Range
10 West, in the Rancho San Juan Cajon de Santa Ana, in the unincorporated
territory of the County of Orange, State of California, as shown on the Map
recorded in Book 51, Page 7 of Miscellaneous Maps in the Office of the County
Recorded, described as follows:



Beginning at the Southeasterly corner of Tract No. 12743, recorded in Book 585,
Pages 39 through 44 of the Miscellaneous Maps in the Office of said county
recorder; thence along the Easterly line of said Tract No. 12743, North
1°31'03" West 1099.63 feet to the Northeasterly corner of said Tract No. 12743,
said corner also being the beginning of a non-tangent curve, concave
Northeasterly having a radius of 795.00 feet, a radial line to said point
bears South 4°39'12" East; thence Northwesterly 484.67 feet along said curve
and the Northerly line of said Tract No. 12743, through a central angle of
34°55'49"; thence North 59°43'23" West 104.97 feet along said Northerly line
to an angle point in said Northeasterly line, said angle point being the
beginning of a non-tangent curve, concave Southeasterly having a radius of
1450.00 feet, a radial line to said point bears North 59°31'24" West; thence
Northeasterly 54.73 feet along said Northeasterly line through a central angle
of 2°09'15"; thence along said Northeasterly line North 57°22'09" West 50.00
feet to the most Northerly corner of said Tract No. 12743, said corner also the
beginning of a non-tangent curve, concave Southeasterly having a radius of
1500.00 feet, a radial line to said point bears North 57°22'09" West; thence
leaving said Northeasterly



3









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line and following along the Easterly line of future Tract No. 13728, the
following courses:



Northeasterly 390.15 feet along said curve through a central angle of
14o54'09" to the beginning of a reverse curve, concave Northwesterly having
a radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and
North 13°00'22" East 215.00 feet to the Northerly line of said Rancho San
Juan Cajon de Santa Ana as shown on Record of Survey No. 88-1035, filed in
Book 119, Pages 33 and 34 in the Office of the County Recorder, thence South
76°59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29, 1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder, thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said
deed; thence South 88°31'06" West 961.07 feet along the Northerly line of
the South one-half of said Section 2 to the Point of Beginning.



EXCEPTING THEREFROM that portion of the above described property which was
conveyed to Brea Walden L.L.C. by Grant Deed dated October 3,2001 and
recorded on October 9, 2001 as Instrument No. 20010710856 in the Official
Records of Orange County, California, described as follows:



Parcel
2 as shown, on Exhibit “B” of Lot Line Adjustment LL-2000-054 recorded
on August 13, 2001, as Instrument No. 20010557229 in the Official Records of
Orange County, California.



Also EXCEPTING THEREFROM the land described as follows:



Being a portion of the Southwest one-quarter of fractional Section 8,
Township 3 South, Range 9 West, lying West of the Easterly boundary of the
Rancho San Juan Cajon de Santa Ana, in the County of Orange, State of
California as shown on map recorded in Book 51, Page 7 of the Miscellaneous
Maps in the Office of the County Recorder of said County and also show on
record of Survey 81-1149 filed in Book 103, Page 19 of Record of Survey in
the said Office of the County Recorder being more particularly described as
follows:



Beginning at the Southwest corner of said Record of Survey 81-1149, thence
North 0°11'29" East along the Westerly line of said Record of Survey a
distance of 776.93 feet to the Northwest corner of said Record of Survey;
thence South 89°45'41" East along the Northerly line and its Easterly
prolongation of said Record of Survey a distance of 2406.20 feet of the
Easterly boundary line of said Rancho San Juan Cajon de Santa Ana; thence
South 03°24'35" East along said Easterly boundary a distance of 772.60 feet to
a point on the Easterly prolongation of the Southerly line of said Record of
Survey; thence North 89°53'56" West along said Southerly line and its
prolongation of distance of 2454.72 feet to the point of beginning.



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	Property
Name:

	 	STEARNS MINERAL FEE
	Nuevo
Property #:

	 	CA12593







All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced and saved from that certain real
property which was granted, quitclaimed, assigned or conveyed to Union Oil
Company of California by:




	 	1)	 	Deed dated 12/4/1896, from Steams Ranches Company, as Grantor, to Union
Oil Company of California, as Grantee, recorded 1/13/1897 as Document No. 839 in Book
30 at Page 11 of Deeds.
	 
	 	2)	 	Grant Deed dated 8/31/1899, between Stearns Ranches Company, as
Grantor, and Union Oil Company of California, as Grantee, recorded 9/21/1899 in Book 44 at
Page 250 of Deeds, more particularly described as follows:






	 	 	 	Those portions of Sections 1 and 12, Township 3 South, Range 10 West
and Sections 5, 6,7 and 8 Township 3 South, Range 9 West, in the Rancho
San Juan Cajon de Santa Ana, as shown on a map recorded in Book 51,
Page 7 of Miscellaneous Maps, Records of Orange County, California,
described as follows:
	 
	 	 	 	Beginning at a white post 4 inches square in mound with pits at the
Northeast corner of ‘the Rancho San Juan de Santa Ana being also the
Southeast corner of the Rancho Rincon De la Brea; thence along the patent
boundary of said Rancho Rincon de La Brea; thence along the patent
boundary of said Rancho Rincon de La Brea, Norm 84° West 107.51 chains to
a sand stone marked R.B. in mound with pits; thence along said patent
boundary North 57°42' West 43.67 chains to a white post 4 inches square
in mound of stone marked S.J.C.S A. at intersection of the patent lines
of said Rancho San Juan Cajon de Santa Ana and Rincon De La Brea; thence
along the patent line of said Rancho San Juan Cajon de Santa Ana, North
78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60
in mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post
in mound with pits; thence South 1°45" West 20.00 chains to a 2" × 4"
post marked 20.60 mounds with pits; thence North 88°39' East 55.48 chains
to a 2" × 4" post marked 20 in mound with pits; thence South 0°30' East
20.00 chains to a 2" × 4" post in mound with pits; thence North 89°45"
East 134.63 chains to a 2" × 4" post marked 40.10 in mound with pits upon
the Eastern Boundary of said Rancho San Juan Cajon de Santa Ana; thence
along same North 4° West 47.51 chains to the place of beginning.
	 
	 	 	 	Excepting the Westerly 200 acres of the above described tract
	 
	 	 	 	Also excepting any portion of the above described property which lies
north of the agreed boundary line and bounded Westerly by line running
North 28°30' East from the Western terminus of said line as established
by agreement between the Union Oil Company of




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	 	 	 	California and the Graham-Loftus Oil Company, recorded June 10, 1905 in Book
120, Page 223 of Deeds, records of said Orange County.
	 
	 	 	 	Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
Count Recorder.
	 
	 	 	 	Also excepting therefrom the land conveyed to Brea Chemicals, Inc., by Deed
recorded June 10, 1957 in Book 3936, page 314 of said Official Records,
described as follows:
	 
	 	 	 	Beginning at a point in the Southerly line of the land described in Deed from
the Stearns Ranches Company, a Corporation, to Union Oil Company of
California, a Corporation, dated August 31, 1899, recorded September 2, 1899
in Book 44, Page 250 of said Deeds, distant South 89°10'50" West along said
line 3131.98 feet from the Southeast corner of said land, said point of
beginning being monumented by Union Oil Company Monument 11B; thence North
9°48'11" West 529.60 feet to a 2" × 2" stake and the true point of beginning
for this description; thence North 85°48'16" West, 380.00 feet to a 2" × 2"
stake; thence North 4°ll'44" East 1750.00 feet to a 2" × 2" stake thence
South 85°48'16" East 380.00 feet to a 2" × 2" stake; thence South 4°11'44"
West 1750.00 feet to a 2" × 2" stake and the true point of beginning.
	 
	 	 	 	Also excepting therefrom those portions of Sections 1 and 12, Township 3
South, Range 10 West and Sections 5,6,7 and 8 Township 3 South, Range 9
West, in the Rancho San Juan Cajon de Santa Ana, as shown on a map recorded
in Book 51, Page 7 of Miscellaneous Maps, Records of Orange County,
California, described as follows:
	 
	 	 	 	Beginning at a white post 4 inches square in mound with pits at the Northeast
corner of the Rancho San Juan de Santa Ana being also the Southeast corner of
the Rancho Rincon De la Brea; thence along the patent boundary of said Rancho
Rincon de La Brea; thence along the patent boundary of said Rancho Rincon de
La Brea, North 84° West 107.51 chains to a sand stone marked R.B. in mound with
pits; thence along said patent boundary North 57°42' West 43.67 chains to a
white post 4 inches square in mound of stone marked S.J.C.S.A. at intersection
of the patent lines of said Rancho San Juan Cajon de Santa Ana and Rincon De
La Brea; thence along the patent line of said Rancho San Juan Cajon de Santa
Ana, North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound
with pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60
in mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post in
mound with pits; thence South 1°45" West 20.00 chains to a 2" × 4" post marked
20.60 mounds with pits; thence North 88°39' East 55.48 chains to a 2" × 4"
post marked 20 in mound with pits; thence South 0°30' East 20.00 chains to a
2" × 4" post in mound with pits; thence North 89°45" East 134.63 chains to a
2" × 4" post marked 40.10 in mound with pits upon the Eastern Boundary of said
Rancho San Juan Cajon de Santa Ana; thence along same North 4° West 47.51
chains to the place of beginning.




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	 	 	 	Excepting the Westerly 200 .acres of the above described tract.
	 
	 	 	 	Also excepting any portion of the above described property which lies north
of the agreed boundary line and bounded Westerly by line running North
28°30' East from the Western terminus of said line as established by
agreement between the Union Oil Company of California and the Graham-Loftus
Oil Company, recorded June 10, 1905 in Book 120, Page 223 of Deeds, records
of said Orange County.
	 
	 	 	 	Also excepting from said tract of land the land conveyed to the Metropolitan
Water District of Southern California by Deed Recorded June 28, 1940 in Book
1051, Page 301 of Official Records of said Orange County, described as
follows:
	 
	 	 	 	Beginning at a point on the Westerly boundary of said lands owned by Union
Oil Company of California, which Westerly boundary is also the Easterly
boundary of that certain 200-acre tract conveyed by said Union Oil Company of
California to George Chaffey by Deed dated April 25, 1899, recorded June 20,
1899 in Book 44, Page 79 of said deeds, which point of beginning is the point
of intersection of the aforesaid Westerly boundary with the Easterly
Prolongation of the center line of Central Avenue as the same existed on May
23, 1940 between Berry Street and Brea Canyon Road; thence Northeasterly
along a line forming an angle of 73°32'74" with the Easterly prolongation of
the center line of said Central Avenue at said point of intersection (assumed
and taken to bear North 15o11'16" East), a distance of 839.60 feet to the
true point of beginning; thence North 0°10'11" East a distance of 1250 feet;
thence South 89°49'49" East a distance of 500 feet; thence South 65°23'11"
East a distance of 604.15 feet; thence South 0°10'11" West a distance of 1000
feet; thence North 89°49'49" West a distance of 1050 feet to the true point
of beginning.
	 
	 	 	 	Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book
8173, Page 641 of said Official Records.
	 
	 	 	 	Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book
8173, Page 647 of said Official Records.
	 
	 	 	 	Also excepting therefrom the land described in deed to the Brea-Olinda
Unified School District of Orange County, California, recorded September 11,
1968, page 437 of said Official Records.
	 
	 	 	 	Also excepting therefrom that portion described in Parcel 1 of deed to the
City of Brea recorded January 16, 1969 in Book 8846, Page 971 of said
Official Records.
	 
	 	 	 	Also excepting therefrom that portion described in Parcels A6471-4, A6471-5,
A6471-6 and A6471-7 of that certain final order of condemnation, Superior
Court Case No. 156220, a certified copy of which was recorded September 29,
1970 in Book 9417, Page 364 of said Official Records.




7









Table of Contents











DEVELOPMENT DECLARATION




ATTACHMENT “3”




LEGAL DESCRIPTION OF THE
BENEFITTED PROPERTY

(SURFACE FEE INTEREST IN THE LAND)




 









Table of Contents








THOSE
PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40. RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN
BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



PARCEL
1 



BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2' X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60. IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45" WEST 20.00
CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" X 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45' EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS“UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING.



EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT.



ALSO
EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL
COMPANY OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10,
1905 IN BOOK 120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK



Page 1 of 5









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1051,
PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:




	 	 	 	BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING.





ALSO
EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:




	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 4' 11" WEST 529.60 FEET TO A 2” X 2" STAKE AND
THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48"
16" WEST, 380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2" X 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2” X 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" X 2" STAKE AND THE TRUE POINT OF BEGINNING.





ALSO
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



Page 2 of 5









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ALSO
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO
THE CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL MAP
NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4 INCLUSIVE
OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER.



ALSO
EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER.



ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER.



ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N 10°33'18“E 381.48' “ ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH
60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;
	 
	 	 	 	THENCE NORTH 10o42'00" EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET




Page 3 of 5









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	 	 	 	THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33'18"E 381.48' ”;
	 
	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING.





PARCEL 2




PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER.



EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:




	 	 	 	BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS “ N
10°33'18"E 381.48' “ ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;
	 
	 	 	 	THENCE NORTH 10°42'00’ EAST 141.00 FEET

THENCE NORTH 15°02'00" EAST 103.00 FEET

THENCE NORTH 26°29'00" EAST 105.00 FEET

THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS “ N10°33’18“E
381.48' ”;
	 
	 	 	 	THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33’18” WEST 381.48 FEET TO
8HE TRUE POINT OF BEGINNING.





PARCEL 3




THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:




	 	 	 	BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM




Page 4 of 5









Table of Contents






	THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11"
WEST 529.60 FEET TO A 2" ×  2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" ×  2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" ×  2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" ×  2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" ×  2" STAKE AND THE TRUE POINT
OF BEGINNING.





THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.



EXHIBIT
“ ‘A1’ SITE DEPICTION ”, IS FOR INFORMATIONAL PURPOSES ONLY.

 

SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.



	 	 	 
	

	 	PREPARED BY: THE KEITH COMPANIES

UNDER THE DIRECTION OF:
	 
	 	 
	

	 	

KATHLEEN SUSAN TETREAULT P.L.S.7297 

MY LICENSE EXPIRES 12/31/2004
	

	 	January 31, 2003

JN: 13207.00








Page 5 of 5










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DEVELOPMENT DECLARATION



ATTACHMENT “4”



TPEL



 






Table of Contents





ATTACHMENT 4



RELATED THIRD-PARTY EASEMENTS,

CONTRACTS AND LICENSE AGREEMENTS



(Oil Field Related Third Party Easements and License — TPEL)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type	 	Date	 	Grantor	 	Grantee	 	Information
	
	 	
	 	
	 	
	 	

	Right-of-Way	 	
1/26/82
	 	Union Oil Company
of California
	 	Mobil Oil

Corporation
	 	82-340271

Los Angeles

County
	 	 	 	 	 	 	 	 	 
	License	 	
8/21/67
	 	Union Oil Company
of California
	 	Shell Oil Company
	 	Unrecorded
	 	 	 	 	 	 	 	 	 
	License PSA	 	
11/10/88
	 	Union Oil Company
of California
	 	Shell Western E&P
Inc.
	 	Unrecorded
	 	 	 	 	 	 	 	 	 
	Easement	 	
7/27/62
	 	Union Oil Company
of California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62

6245/654
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/13/84
	 	Union Oil Company
of California
	 	City of Brea
	 	10/11/84

84-421551
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/10/85
	 	Union Oil Company
of California
	 	City of Brea
	 	10/7/85

85-382994
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/2/86
	 	Union Oil Company
of California
	 	Brea H.O.P.E. Inc.
	 	10/1/86

86-459482
	 	 	 	 	 	 	 	 	 
	Easement	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.

19960153323
	 	 	 	 	 	 	 	 	 
	Easement	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153324
	 	 	 	 	 	 	 	 	 
	Easement	 	
1/26/82
	 	Union Oil Company
of California
	 	Mobil Oil

Corporation
	 	3/31/82
Inst. 82-340271
[Los Angeles
County]
	 	 	 	 	 	 	 	 	 
	Easement	 	
8/21/67
	 	Union Oil Company
of California
	 	Shell Oil Company
	 	N/A
	 	 	 	 	 	 	 	 	 
	Easement	 	
11/10/88
	 	Union Oil Company
of California
	 	Shell Western E&P
Inc.
	 	N/A
	 	 	 	 	 	 	 	 	 
	Easement	 	
4/1/58
	 	Union Oil Company
of California
	 	The Metropolitan
Water District of
Southern California
	 	5/21/58

4291/400
	 	 	 	 	 	 	 	 	 
	Easement for Oil

Wells	 	
10/16/58
	 	Collier Carbon and
Chemical Corporation
	 	Union Oil
Company of
	 	11/3/58

4470/10



1






Table of Contents



ATTACHMENT 4




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Recording
	Document Type	 	Date	 	Grantor	 	Grantee	 	Information
	
	 	
	 	
	 	
	 	

	 	 	 	 	 	 	California	 	 
	 	 	 	 	 	 	 	 	 
	Non-Exclusive
Easement and
Right-of-Way	 	
7/27/62
	 	Union Oil Company
of California
	 	Boy Scouts of
America, Los
Angeles Area
Council
	 	8/1/62

6245/654
	 	 	 	 	 	 	 	 	 
	Right-of-Way	 	
10/2/62
	 	Union Oil Company
of California
	 	Southern California

Edison Company
	 	1/18/63

6399/705
	 	 	 	 	 	 	 	 	 
	Grant of Easement	 	
9/18/78
	 	Union Oil Company
of California
	 	Southern California

Edison Company
	 	2/5/79

13024/1157
	 	 	 	 	 	 	 	 	 
	Grant of Easement	 	
5/17/88
	 	Union Oil Company
of California, dba
UNOCAL
	 	Southern California

Edison Company
	 	6/7/88 Inst.
88-268095
	 	 	 	 	 	 	 	 	 
	Easement	 	
9/15/95
	 	Union Oil Company
of California, dba
UNOCA1
	 	UNOCAL California

Pipeline Company
	 	10/25/95 Inst.
19950473641
	 	 	 	 	 	 	 	 	 
	Grant of Easement	 	
12/11/95
	 	Union Oil Company
of California, dba
UNOCA1
	 	Southern California

Edison Company
	 	1/4/96 Inst.

19960004773
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153322
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153323
	 	 	 	 	 	 	 	 	 
	Easement PSA	 	
3/18/96
	 	Union Oil Company
of California
	 	City of Brea
	 	3/29/96 Inst.
19960153324
	 	 	 	 	 	 	 	 	 
	Easement	 	
5/7/96
	 	Nuevo Energy Company
	 	Union Oil Company
of California dba
UNOCA1
	 	5/26/96 Inst.
19960254739
	 	 	 	 	 	 	 	 	 
	Pipeline

Right-Of-Way	 	
5/12/02
	 	The Sterns Ranchos

Company
	 	Pacific Coast Oil

Company
	 	6/25/02 Do not have
recording info.
	 	 	 	 	 	 	 	 	 
	License	 	
5/1/59
	 	Union Oil Company
of California
	 	Shell Oil Company
	 	Do not have
recording info.



Any other Third Party Easement or License disclosed in Preliminary Title
Report #OR-2252674, dated September 13, 2002, First American Title Company.


2






Table of Contents


ATTACHMENT 4



ADDITIONAL CONTRACTS AND GIFT DEED




	1.	 	Memorandum of Understanding between Nuevo, County of Orange and City of
Brea dated December 10, 2002 regarding pre-annexation.
	 
	2.	 	Development Agreement dated December 19, 2002, between Nuevo and County
of Orange.
	 
	3.	 	Impact Mitigation Agreement between Brea Olinda Unified School District
and Nuevo dated as of October 28, 2002.
	 
	4.	 	Gift Deed dated January 30, 2003 from Nuevo to the Brea-Olinda Unified
School District Conveying 0.425 acres, recorded on February 25, 2003 as
Instrument No. 2003000207265 in the official records of Orange County.



3






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EXHIBIT 2.2.2

Brea Olinda Field

Lease Operating Expense For The Year 2002




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Stearns	 	Brea	 	Naranjal	 	Stearns	 	Naranjal	 	Columbia	 	 	 	 
	 	 	 	 	Plant #2	 	Turbines	 	Brea	 	Lease	 	Lease East	 	#35	 	Total
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	

	Controllable
Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Company Labor
	 	 	74,262	 	 	 	106,275	 	 	 	38,275	 	 	 	323,911	 	 	 	0	 	 	 	0	 	 	 	542,723	 
	 	 	Contract Labor
	 	 	44,832	 	 	 	71,232	 	 	 	26,088	 	 	 	228,583	 	 	 	0	 	 	 	0	 	 	 	370,735	 
	 	 	Payroll Taxes
	 	 	5,752	 	 	 	8,203	 	 	 	2,875	 	 	 	23,344	 	 	 	0	 	 	 	0	 	 	 	40,174	 
	 	 	Benefits
	 	 	17,048	 	 	 	23,607	 	 	 	8,838	 	 	 	72,589	 	 	 	0	 	 	 	0	 	 	 	122,082	 
	 	 	R/M Equipment
	 	 	101,253	 	 	 	206,812	 	 	 	43,652	 	 	 	361,479	 	 	 	0	 	 	 	0	 	 	 	713,196	 
	 	 	Chemicals, Lube
	 	 	9,916	 	 	 	32,022	 	 	 	49,794	 	 	 	175,855	 	 	 	0	 	 	 	0	 	 	 	267,587	 
	 	 	Rental Equipment
	 	 	8,878	 	 	 	5,232	 	 	 	290	 	 	 	2,710	 	 	 	0	 	 	 	0	 	 	 	17,110	 
	 	 	Environmental
	 	 	12,894	 	 	 	163,541	 	 	 	27,438	 	 	 	231,358	 	 	 	0	 	 	 	0	 	 	 	435,231	 
	 	 	Well Service and Wireline
	 	 	(192	)	 	 	0	 	 	 	27,582	 	 	 	557,820	 	 	 	0	 	 	 	0	 	 	 	585,210	 
	 	 	Salt Water Disposal
	 	 	0	 	 	 	0	 	 	 	(3,754	)	 	 	(31,235	)	 	 	0	 	 	 	0	 	 	 	(34,989	)
	 	 	Delay Rental
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	0	 
	 	 	Fuel, Water, Electric
	 	 	(688,126	)	 	 	(802,255	)	 	 	133,896	 	 	 	137,013	 	 	 	0	 	 	 	0	 	 	 	(1,219,472	)
	 	 	Other
	 	 	123,735	 	 	 	607,124	 	 	 	62,255	 	 	 	668,506	 	 	 	0	 	 	 	0	 	 	 	1,461,620	 
	 	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	Sub-total
Controllable
	 	 	(289,748	)	 	 	421,793	 	 	 	417,229	 	 	 	2,751,933	 	 	 	0	 	 	 	0	 	 	 	3,301,207	 
	Non
Controllable Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Workover
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	Major Maintenance
	 	 	2,615	 	 	 	0	 	 	 	5,267	 	 	 	50,274	 	 	 	0	 	 	 	0	 	 	 	58,156	 
	 	 	Storm
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	Pipeline Expense
	 	 	(263	)	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	(263	)
	 	 	Overhead
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	Insurance
	 	 	217	 	 	 	0	 	 	 	26,649	 	 	 	134,155	 	 	 	0	 	 	 	0	 	 	 	161,021	 
	 	 	Legal
	 	 	133	 	 	 	0	 	 	 	250	 	 	 	5,146	 	 	 	0	 	 	 	0	 	 	 	5,529	 
	 	 	Ad Valorem Taxes
	 	 	539	 	 	 	0	 	 	 	110,170	 	 	 	814,264	 	 	 	0	 	 	 	1,724	 	 	 	926,697	 
	 	 	Non-op Billings
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	Sub-total
Non Controllable
	 	 	3,241	 	 	 	0	 	 	 	142,336	 	 	 	1,003,839	 	 	 	0	 	 	 	1,724	 	 	 	1,151,140	 
	 	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	Total
Operating Expense
	 	 	(286,507	)	 	 	421,793	 	 	 	559,565	 	 	 	3,755,772	 	 	 	0	 	 	 	1,724	 	 	 	4,452,347