Exhibit 10.15



                           PURCHASE AND SALE AGREEMENT





                         MR. GERALD W. GREEN ("SELLER")

                                      AND

                     NEW CENTURY ENERGY CORP. ("PURCHASER")

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                                TABLE OF CONTENTS

                                                                            PAGE

Recitals                                                                      5

1.     Effective Date                                                         5
2.     Purchase and Sale                                                      5
3.     Excluded Assets                                                        5
4.     Sales Price                                                            6
5.     Manner of Payment                                                      6
6.     Adjustments                                                            6
7.     Post-Closing Adjustments                                               6
8.     Closing                                                                7
9.     Purchaser's Due Diligence                                              8
       A.     Access to Seller's Non-Proprietary Information                  8
       B.     Title Defect                                                    8
       C.     Notice of Title Defect                                          8
       D.     Remedies for Title Defects                                      9
       E.     Permitted Encumbrances                                         10
10.    Representations                                                       11
       A.     Mutual Representations                                         11
       B.     Brokers                                                        11
       C.     Further Distribution                                           12
       D.     Seller's Representations                                       12
11.    Disclaimer of Representations and Warranties                          13
       A.     Limitation of Warranties and Representations                   13
       B.     Waiver of Consumer Protection Statutes                         14

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       C.     Financial Information                                          14
       D.     Instruments to Contain Disclaimers                             14
       E.     Purchaser Acknowledges that the Waivers in this Section are
              Conspicuous                                                    15
12.    Conditions of Closing                                                 15
       A.     Representations                                                15
       B.     Performance                                                    15
       C.     Pending Matters                                                15
       D.     Financial Condition                                            15
13.    Allocation  of Production and Proceeds                                15
14.    Taxes and Prepaid Items                                               15
       A.     Apportionment of Ad Valorem and Property Taxes                 15
       B.     Proration of Taxes, Etc                                        16
       C.     Other Taxes                                                    16
       D.     Indemnification                                                16
15.    Responsibilities and Indemnifications                                 16
16.    General Limitation of Damages                                         18
17.    Physical Condition of the Interests                                   18
18.    Further Assurances                                                    19
       A.     Performance of Obligations                                     19
       B.     Further Conveyances and Assumptions                            20
19.    Notices                                                               20
20.    Purchaser's Post-Closing Obligation                                   20
21.    Seller's Post-Closing Obligations                                     20
22.    Severability                                                          21
23.    Waiver                                                                21

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24.    Construction of Ambiguity                                             21
25.    Captions                                                              21
26.    Governing Law                                                         21
27.    Waiver of Jury Trial                                                  21
28.    Limitation of Liability                                               21
29.    Publicity                                                             21
30.    Use of Seller's Names                                                 22
31.    Counterparts                                                          22
32.    Assignment                                                            22
33.    Costs and Expenses                                                    22
34.    Joint Venture, Partnership and Agency                                 22
35.    Confidentiality                                                       22
36.    Post-Closing Confidentiality                                          22
37.    Survival                                                              22
38.    Limitations of Obligations                                            23
39.    Entire Agreement                                                      23

EXHIBITS

A.     Description  of  Leases

B.     Form  of  Assignment

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                           PURCHASE AND SALE AGREEMENT

     THIS  PURCHASE  AND SALE AGREEMENT ("Agreement") is made to be EFFECTIVE as
of  the  1st  day  of  November,  2005,  between Gerald W. Green, XXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX,  ("Seller") and New Century Energy
Corp.,  a  Colorado  corporation,  with  a place of business at 5851 San Felipe,
Suite  775,  Houston,  Texas  77057  ("Purchaser").

                                    RECITALS
                                    --------

     WHEREAS,  Seller  owns a 1.75% working interest in certain leases that have
been  pooled  into  the  Lindholm-Hanson  Gas  Unit  (the  "Leases");

     WHEREAS,  Seller  desires  to  sell  to  Purchaser and Purchaser desires to
purchase  from  Seller  on  the terms and conditions set forth in this Agreement
Seller's interest in the Leases;

     NOW,  THEREFORE,  for  good  and  valuable consideration and for the mutual
covenants herein contained, Seller and Purchaser agree as follows:

1.   Effective  Date.  The  effective  date  of  the  sale  and  purchase of the
     ---------------
     interests  provided  for  herein  shall  be October 1, 2005 (the "Effective
     Date").

2.   Purchase  and  Sale.  Subject  to  the terms, conditions, reservations, and
     -------------------
     exceptions  specified  in  this  Agreement, Seller shall sell and Purchaser
     shall purchase as of the Effective Date certain interests in and to the oil
     and  gas  leases  and  the  properties  located  within and adjacent to the
     Lindholm-Hanson  Gas  Unit  (the  "Unit"),  and  all  of  Seller's  related
     interests in all contracts and agreements concerning the Leases, including,
     but  not  limited to, unit agreements and pooling agreements (collectively,
     with  the  Leases,  called the "Interests"). The Interests shall consist of
     the following ownership in the leases described in Exhibit A:

                             Interest                     Net  Revenue  Interest
                             --------                     ----------------------

      Gerald  W.  Green      0.0175 Working Interest      0.013125 NRI

3.   Excluded  Assets.  Notwithstanding  anything  to  the contrary contained in
     ----------------
     this  Agreement,  the  Interests  shall  not include and Purchaser will not
     acquire any interest in or purchase any of the following (collectively, the
     "Excluded Assets"):

     A.   All  minute  books,  tax  returns,  partnership documents of Seller or
          any  of  his  affiliates  as well as other business records or related
          documents  of  Seller or any of his affiliates that are not related to
          the Interests.

     B.   All  records  that  are  (i)  proprietary  in  nature, (ii) covered by
          the  attorney-client  privilege  or  work  product doctrine, (iii) not
          readily  severable  from  Seller's  general  records  through diligent
          efforts,  or  (iv) required by applicable Law to be retained by Seller
          or any of Seller's affiliates in their care, custody, or control.

     C.   All  rights  of  Seller  or  any  of  Seller's  affiliates  under this
          Agreement.

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     D.   All  contracts  or  agreements  related  solely  to  the  Excluded
          Assets.

     E.   All  rights  and  claims  arising,  occurring,  or  existing in Seller
          prior to the Effective Date including, but not limited to, any and all
          contract  rights, claims, penalties, receivables, revenues, recoupment
          rights,  rights  of  reimbursement,  audit  rights,   recovery  rights
          (excepting  gas  imbalances),   accounting  adjustments,  mispayments,
          erroneous  payments  or  other claims of any nature relating solely to
          any time period prior to the Effective Date.

     F.   Any  claims,  rights  and  interest  of  Seller  or  any  of  Seller's
          affiliates  in  and  to  any  refunds  of  taxes or fees of any nature
          whatsoever which relate solely to and arise out of the period prior to
          the Effective Date.

     G.   The consideration received by Seller hereunder.

4.   Sales  Price.  The  sales  price  for  the Interests shall be $1,890,000.00
     ------------
     (the "Sales Price").

5.   Manner  of  Payment.  The  Sales  Price  shall  be paid concurrent with the
     ------------------
     closing  by  Purchaser to Seller via wire transfer of immediately available
     funds  (the  "Sales  Price  Funds")  to the following account: G. W. Green,
     Account  #  XXXXXXXX  at XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
     XXXXXXXXXXXXXXXXXXXXXXXXX, ABA Routing # XXXXXXXXXX.

6.   Adjustments. The Sales Price shall be adjusted as follows:
     -----------

     A.   Seller  shall  pay  Purchaser  at  Closing the aggregate amount of the
          following  proceeds  actually  received  by Seller and attributable to
          production  during  the period between the Effective Date and the date
          upon  which  the Closing occurs (with the period between the Effective
          Date  and the date of Closing referred to as the "Adjustment Period"):
          (i)  proceeds  from  the  sale  of  oil,  gas  and hydrocarbons net of
          gathering  processing  and  transportation  costs, and any production,
          severance,  sales or excise and similar taxes not reimbursed to Seller
          by  the  purchaser  of  production and (ii) other proceeds earned with
          respect to the Interests during the Adjustment Period;

     B.   Seller  shall  pay  Purchaser  at  Closing  all  ad  valorem  taxes
          prorated to Seller and assumed by Purchaser;

     C.   Purchaser  shall  pay  Seller  at  Closing  the  amount  of  all costs
          attributable  to the ownership and operation of the Interests that are
          paid by Seller and incurred at or after the Effective Date.

     D.   The  adjustments  made  pursuant  to  this  section, based on all then
          available  information  concerning these matters for adjustment, shall
          be made by checks to be exchanged at Closing.

7.   Post-Closing Adjustments.
     ------------------------

     A.   As  soon  as  practicable  after  the  Closing,  but not later than 45
          days  thereafter,  Seller  and  Purchaser  shall confer and attempt to

<PAGE>

          jointly  produce  in  accordance  with  this  Agreement  and generally
          accepted  accounting   principles   a  statement  (herein  the  "Final
          Settlement Statement") setting forth each adjustment, if any, that was
          not  finally  determined as of the Closing and showing the calculation
          of  such adjustments. If needed, the parties shall attempt to agree to
          the  amounts  due  pursuant to such Post-Closing adjustments not later
          than 90 days after the Closing.

     B.   If  Purchaser  and  Seller  are  unable  to  agree  upon  a  Final
          Settlement  Statement within one-hundred (100) days after the Closing,
          Seller  shall  select  an  independent  accounting firm from a list of
          three  (3)  such  firms  provided  by Purchaser upon Seller's request,
          which  firm shall audit the Purchaser's Final Settlement Statement and
          the  Seller's  Final  Settlement  Statement  and  determine  the final
          purchase price. The decision of such independent accounting firm shall
          be  binding on Purchaser and Seller, and the fees and expenses of such
          independent  accounting  firm  shall  be  borne  one-half  by  each of
          Purchaser and Seller.

8.   Closing.  The  sale  and  purchase  of  the Interests shall take place at a
     -------
     closing  (the  "Closing"),  at which the Purchaser shall pay or cause to be
     paid  to  Seller  the  Sales  Price  and any applicable closing charges and
     Seller  shall  deliver  or  cause to be delivered instruments sufficient to
     convey  the  Interests to Purchaser. The Closing shall occur at New Century
     Energy  Corp. offices located at 5851 San Felipe, Suite 775, Houston, Texas
     77057  at  2:00  p.m.,  CST on November 22, 2005, or at such other time and
     place  to which the parties may agree (the "Closing Date"). At the Closing,
     the following shall occur:

     A.   Seller  shall  deliver  an  executed  and  acknowledged Assignment for
          the  Interests  in  substantially  the  same  form as that attached as
          Exhibit  B.  Notwithstanding  any  and  all  other  disclaimers  and
          limitations  of  warranty  contained  herein, the specified assignment
          shall  be  provided  with  warranty  of  title  by, through, and under
          Seller,  but  not  otherwise,  and  subject  to: (a) all Title Defects
          assumed  by  Purchaser  pursuant to section 9.D; and (b) the Permitted
          Encumbrances pursuant to section 9.E.

     B.   Purchaser  shall  wire  to  Seller  the  Sales  Price  and deliver any
          check due under section 6.C.

     C.   Seller  shall  deliver  to  Purchaser  any  check  due  under sections
          6.A. and 6.B.

     D.   Seller  shall  (subject  to  the  terms  of  applicable  operating
          agreements and other provisions hereof) deliver to Purchaser exclusive
          possession of the Interests, effective as of the Effective Date.

     E.   Immediately  after  the  Closing,  Purchaser  and  Seller shall notify
          all  operators,  non-operators,  oil  and  gas  purchasers, government
          agencies and royalty owners that Purchaser has purchased the Interests
          and execute any and all transfer orders to reflect the same.

<PAGE>

     F.   Seller  shall,  at  or  as  promptly  as reasonably possible after the
          Closing,  provide  Purchaser with copies of all files (OTHER THAN DATA
          OR  INFORMATION  THAT  IS  PROPRIETARY OR CONFIDENTIAL OR WHICH SELLER
          CANNOT  PROVIDE  PURCHASER  BECAUSE  OF  THIRD-PARTY  RESTRICTIONS  ON
          SELLER), to the extent they are available to or in Seller's possession
          relating  to  the  Interests.  This will include all well and property
          files,  including  all  geological well logs, engineering, geophysical
          land, accounting and other technical files in its possession.

9.   Purchaser's  Due  Diligence.  Subject  to  Purchaser's  execution  of  a
     ---------------------------
     Confidentiality Agreement satisfactory in form and substance to Seller:

     A.   Access  to  Seller's  Non-Proprietary  Information.  Seller  has  and
          --------------------------------------------------
          shall  make  available  to  Purchaser  during normal business hours at
          Seller's  offices,  or  other  locations  designated  by  Seller,  all
          material    non-proprietary    files,    records,    documents     and
          non-interpretive   data   in   Seller's  possession  relating  to  the
          Interests,  including  but  not  limited  to  lease,  land,  title and
          division order files (including any abstracts of title, title opinions
          and  title  curative  documents),  regulatory and environmental files,
          contracts,  correspondence,  permitting files, engineering, production
          and  well files and well logs (to the extent not subject to applicable
          confidentiality  or  intellectual property restrictions). Seller shall
          not  be  obligated  to  perform  any additional title work, and Seller
          shall  not  be  obligated  to  make  any  existing abstracts and title
          opinions current.

     B.   Title  Defect.  For  the  purpose  of this Agreement, a "Title Defect"
          -------------
          shall  mean  a  material  deficiency  in  one or more of the following
          respects,  provided  that  the  non-transferability requirement in any
          license,   permit,   right-of-way,   pipeline  franchise  or  easement
          affecting  the Interests or a requirement that it be renegotiated upon
          a transfer of ownership shall not constitute a Title Defect unless the
          inability  to  transfer  any  such  rights  to  Purchaser would have a
          material  adverse  effect  on  Purchaser's ability to continue to use,
          exploit,  and/or  otherwise  benefit  from the Interests, and provided
          also  that  the  litigation  identified  in  section  10.D.3 shall not
          constitute a title defect:

          1)   The  title  at  the  Effective  Date,  as  to  one or more of the
               Interests,  is subject to an outstanding mortgage, deed of trust,
               lien or encumbrance or other adverse claim;

          2)   The Interests are less than as set forth in section 2; or

          3)   Seller  is  in  default  under  some  material  provision  of  a
               lease,  agreement  or  other  contract  materially  affecting the
               Interests.

     C.   Notice  of  Title  Defect.   Upon   discovery  of  a   Title   Defect,
          -------------------------
          Purchaser  shall immediately notify Seller in writing of the nature of
          the  Title  Defect  and  furnish  to  Seller Purchaser's basis for the
          assertion of such Title Defect and data in support thereof. Seller may
          request  an  increase  in  the Sales Price by delivery to Purchaser of

<PAGE>

          written  notice,  together  with  data  in  support  thereof, that the
          interest  actually  owned by Seller in any of the Interests is greater
          than  that shown in section 2. Without affecting the warranty of title
          provided in the assignment, any Title Defect which is not disclosed to
          Seller  or  any  increase  in the interest owned by Seller that is not
          disclosed  to  Purchaser  within  two  (2)  business days prior to the
          Closing shall conclusively be deemed waived by Purchaser or Seller, as
          applicable, for all purposes.

D.   Remedies  for  Title  Defects.  Upon  timely  delivery of notice, either by
     -----------------------------
     Purchaser  of  a  Title  Defect  or  by  Seller  of an increase in Seller's
     interest,  Purchaser  and  Seller  shall meet and use their best efforts to
     agree  on  the  validity  of  the  claim  and  the  amount  of any required
     adjustment  to the Sales Price. If the Purchaser and Seller cannot agree on
     the  amount  of  such  a  Sales  Price  adjustment,  said  amount  shall be
     determined in accordance with the following guidelines:

     1)   If  the  Title  Defect  is  based  upon Purchaser's notice that Seller
          owns a lesser interest or the notice is from Seller that Seller owns a
          greater  interest than that shown in section 2 then the portion of the
          Sales  Price  fairly allocated to Seller shall be reduced or increased
          (as  the  case may be) in the same proportion that the actual interest
          bears to the interest shown in section 2.

     2)   If  the  Title  Defect  is  a lien, encumbrance or other charge upon a
          property  which  is liquidated in amount, then the adjustment shall be
          the sum necessary to be paid to the obligee to remove the Title Defect
          from  the  affected  property.  If  the  Title  Defect  represents  an
          obligation or burden upon the affected property for which the economic
          detriment  to  Seller  is  not  liquidated  but  can be estimated with
          reasonable certainty as agreed to by the parties, the adjustment shall
          be  the  sum  necessary to compensate Purchaser at the Closing for the
          adverse  economic  effect  which  the  Title  Defect  will have on the
          affected  property. If there is a lien or encumbrance in the form of a
          judgment  secured  by a supersedeas bond or other security approved by
          the  Court  issuing  such order, such lien or encumbrance shall not be
          considered a Title Defect under this Agreement.

     3)   Subject  to  paragraph  4  below,  if   the  Title  Defect  cannot  be
          accommodated pursuant to paragraph 1 or 2 above and the parties cannot
          otherwise agree on the amount of such an adjustment to the Sales Price
          or  Seller cannot cure the Title Defect to the reasonable satisfaction
          of  Purchaser  prior to the Closing, the portion affected by the Title
          Defect  shall,  if  requested  by  Purchaser,  be  excluded  from  the
          Interests  conveyed  to  Purchaser  at the Closing and the Sales Price
          shall  be  reduced  by  the amount fairly attributable to the excluded
          portion under section 2.

     4)   Purchaser  may  only  adjust  the  Sales  Price  for  Title Defects at
          the  Closing if the cumulative amount of such adjustments in its favor
          exceeds  $25,000.00. Similarly, Seller may only adjust the Sales Price
          by  reason  of  Seller  owning  a  greater net revenue interest at the
          Closing  if  the  cumulative  amount  of such adjustments in its favor
          exceeds  $25,000.00.  In  the  event the net amount of the Sales Price

<PAGE>

          adjustments  downward  or  upward  pursuant  to  the foregoing exceeds
          $250,000.00  then  Seller or Purchaser may, upon written notice to the
          other  party,  terminate  this  Agreement  and the same shall be of no
          further force and effect.

     5)   If  Purchaser   shall   receive  an  adjustment   at  the  Closing  on
          account  of  a Title Defect, Seller shall have until a date that is 90
          days  after  the Closing Date to cure the Title Defect at its cost. If
          by  such  date  Seller   can  demonstrate  to  Purchaser's  reasonable
          satisfaction that the Title Defect has been cured then Seller shall be
          entitled  to  reimbursement   by  Purchaser  for  the  amount  of  the
          adjustment  received  by  Purchaser  at the Closing as a result of the
          Title  Defect.  Purchaser  shall  pay  such amount without interest to
          Seller  within  ten  (10) business days from the date that the parties
          agree the Title Defect has been cured.

E.   Permitted  Encumbrances.  The  Interests  may  be  subject  to  and  Title
     -----------------------
     Defects shall not include the following ("Permitted Encumbrances"):

     1)   Non-participating  royalty   interests  and  other  burdens  (and  any
          liens  or security interests created by law or reserved in instruments
          creating  such interests to secure payment of same) to the extent that
          they  do  not,  individually  or  in  the  aggregate,  reduce Seller's
          interests below that shown in section 2;

     2)   All  leases,  unit  agreements,  pooling  agreements,  operating
          agreements,  production  sales  contracts,  division  orders and other
          contracts,  agreements and instruments applicable to the Interests, to
          the  extent that they do not, individually or in the aggregate, reduce
          Seller's interests below that shown in section 2;

     3)   Third-party  consent  requirements,   preferential   rights  or  other
          rights  assertable  by  third parties with respect to which waivers or
          consents  are  obtained  by  Seller  prior   to  the  Closing  or  the
          appropriate  time  period  for asserting the right has expired or that
          need not be satisfied prior to a transfer;

     4)   Liens  for  current  taxes  or  assessments  not yet due or delinquent
          on  the  Closing  or,  if  delinquent, that are being contested in the
          ordinary course of business;

     5)   Materialmen's,  mechanic's,  repairman's,   employee's,  contractor's,
          operator's  and other similar liens or charges arising in the ordinary
          course of business, for amounts not yet delinquent;

     6)   All  rights  to  consent  by,  required  notices  to,  filings with or
          other  actions by governmental authorities in connection with the sale
          or  conveyance  of  oil and gas leases or interests therein or sale of
          production  therefrom  if the same are customarily obtained subsequent
          to such sale or conveyance;

<PAGE>

     7)   Easements,  rights  of  way,  servitudes,  permits, surface leases and
          other  rights  in  respect of surface operations on or over any of the
          Interests  that  do  not  materially  interfere  with  the  current or
          proposed operations on the Interests; or

     8)   Any  encumbrances  that  do  not,  individually  or  in the aggregate,
          materially  detract from the value of or materially interfere with the
          use,  ownership  or  operation  of  the  Interests  subject thereto or
          affected  thereby (as currently used, owned or operated) or that would
          be  accepted by a reasonably prudent purchaser engaged in the business
          of owning and operating oil and gas properties in Texas.

10.  Representations.  THE  EXPRESS  REPRESENTATIONS  OF  SELLER  AND  PURCHASER
     ---------------
     CONTAINED  IN  THIS  PARAGRAPH  OR  OTHERWISE  STATED IN THIS AGREEMENT ARE
     EXCLUSIVE  AND  ARE IN LIEU OF ALL OTHER REPRESENTATIONS, EXPRESS, IMPLIED,
     STATUTORY, OR OTHERWISE.

A.   Mutual  Representations.  Each  party  to this Agreement represents that:
     -----------------------

     1)   if  the  party  is  not  an  individual  then  it  is  an  entity duly
          organized, validly existing and in good standing under the laws of the
          State of its organization or incorporation and is duly qualified to do
          business  in  Texas;

     2)   the  party  has  all  authority  necessary  to  enter  into  this
          Agreement and to perform all of the party's obligations hereunder;

     3)   the  party's  execution,  delivery  and  performance of this Agreement
          and  the  transactions  contemplated  hereby  will not: (a) violate or
          conflict  with  any  provision  of  its Certificate of Organization or
          Incorporation, By-Laws or other governing documents; (b) result in the
          breach  of  any  term or condition of or constitute a default or cause
          the  acceleration  of any obligation under any agreement or instrument
          to  which  the party is a party or by which the party is bound; or (c)
          violate  or  conflict  with  any  applicable  judgment, decree, order,
          permit, law, rule or regulation;

     4)   this  Agreement  has  been  duly  executed  and  delivered  on  the
          party's  behalf,  and  at  the  Closing  all documents and instruments
          required  hereunder  will  have been duly executed and delivered. This
          Agreement, and all documents and instruments required hereunder, shall
          constitute  legal,  valid  and  binding  obligations  enforceable  in
          accordance with their respective terms; and

     5)   the  party  has  been  represented  by  legal  counsel  of  its  own
          selection who has reviewed this Agreement.

B.   Brokers.  Neither  Seller  nor  Purchaser  has  incurred  any obligation or
     -------
     liability,  contingent  or  otherwise,  for  brokers'  or  finders' fees in
     connection with this Agreement in respect of which the other party may have
     any

<PAGE>

     responsibility;  and  any  such  obligation  or  liability that might exist
     shall be the sole obligation of the party whose action gave rise thereto.

C.   Further  Distribution.  Purchaser  is  acquiring  the Interests for its own
     ---------------------
     account  and  not with the intent to make a distribution thereof within the
     meaning  of  the  Securities  Act  of  1933,  as amended, and the rules and
     regulations  thereunder  or in violation of any other applicable securities
     laws.

D.   Seller's  Representations.  Except  as  expressly  disclaimed in section 11
     -------------------------
     hereof,  Seller  represents  the following to the best of his knowledge and
     belief:

     1)   The  Interests  are  owned  as  represented,  and  the  Seller has the
          authority and capacity to sell and convey the same;

     2)   Seller  has  not  defaulted  or  violated any agreement to which he is
          a  party  in  any material respect or any material obligation to which
          Seller is bound affecting or pertaining to the Interests other than as
          disclosed hereunder or on any Exhibit attached hereto;

     3)   There  are  no  pending  suits,  actions,  claims,  investigations  or
          any  legal,  administrative  or  arbitration  proceedings affecting or
          pertaining  to the Interests other than Cause No. M-05-0003-CV-A, Neil
          E.  Hanson,  et  al.  v.  Hazel  Andrews, et al., in the 36th Judicial
          District Court of McMullen County, Texas;

     4)   The  oil  and  gas  leases  included  within  and  underlying  the
          Interests are in full force and effect;

     5)   To  the  knowledge  of  Seller,  all  material  royalties  (other than
          royalties  held in suspense), rentals and other payments due under the
          leases  being  conveyed  have  been  properly and timely paid, and all
          conditions  necessary  to  keep  such  leases in force have been fully
          performed. No notices have been received by Seller of any claim to the
          contrary;

     6)   From  October  1, 2005, until Closing, there has not been and will not
          be:

          a)   Any  material  damage,  destruction  or  loss  to  or  of  the
               Interests or related assets, whether or not covered by insurance;

          b)   Any  sale,  lease  or  other  disposition  of  the  Interests  or
               related assets;

          c)   Any  mortgage,  pledge  or  grant  of a lien or security interest
               in any of the Interests; or

          d)   Any contract or commitment to do any of the foregoing.

     7)   There  will  not  be  as of Closing any imbalances in the purchase and
          sale

<PAGE>

          of  oil  and  gas  from  the  Interests  that would impair the ability
          of  Purchaser  to receive future payments for a share of production of
          oil and gas proportionate to the Interests being purchased; and

     8)   Seller  has  paid  to  the  operator  Seller's  share  of expenses for
          drilling  the Lindholm-Hanson Gas Unit No. 11 and the Lindhlom Fee No.
          1 wells. 11.

Disclaimer of Representations and Warranties.
--------------------------------------------

A.   LIMITATION  OF  WARRANTIES  AND  REPRESENTATIONS.  EXCEPT  AS  PROVIDED FOR
     ------------------------------------------------
     IN  SECTIONS  8.A  and  10,  THE  TRANSACTION  CONTEMPLATED HEREBY SHALL BE
     WITHOUT  ANY  WARRANTY OR REPRESENTATION OF TITLE, EITHER EXPRESS, IMPLIED,
     STATUTORY  OR  OTHERWISE,  WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER
     WARRANTY  OR REPRESENTATION AS TO THE CONDITION, QUANTITY, QUALITY, FITNESS
     FOR  A  PARTICULAR  PURPOSE,  FREEDOM  FROM  REDHIBITORY  VICES OR DEFECTS,
     CONFORMITY  TO  MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY OF
     THE EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE AND WITHOUT ANY OTHER EXPRESS,
     IMPLIED,  STATUTORY  OR  OTHER  WARRANTY  OR  REPRESENTATION  WHATSOEVER.
     PURCHASER SHALL HAVE INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE INTERESTS
     FOR  ALL  PURPOSES  AND  SATISFIED  ITSELF  AS  TO  THEIR  PHYSICAL  AND
     ENVIRONMENTAL  CONDITION,  BOTH  SURFACE  AND SUBSURFACE, INCLUDING BUT NOT
     LIMITED  TO  CONDITIONS  SPECIFICALLY RELATED TO THE PRESENCE OR RELEASE OR
     ONSITE  DISPOSAL  OF  HAZARDOUS  SUBSTANCES,  AND THE CONDITION OF ANY WELL
     CASING,  TUBING OR DOWNHOLE EQUIPMENT. PURCHASER IS RELYING SOLELY UPON ITS
     OWN INSPECTION OF THE INTERESTS, AND PURCHASER SHALL ACCEPT ALL OF THE SAME
     IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION, SELLER MAKES NO WARRANTY
     OR  REPRESENTATION,  EXPRESS,  IMPLIED,  STATUTORY  OR OTHERWISE, AS TO THE
     ACCURACY  OR  COMPLETENESS  OF  ANY  DATA,  REPORTS,  RECORDS, PROJECTIONS,
     INFORMATION  OR  MATERIALS  NOW,  HERETOFORE OR HEREAFTER FURNISHED OR MADE
     AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT
     LIMITATION,  ANY  DESCRIPTION  OF  THE  INTERESTS,  PRICING ASSUMPTIONS, OR
     QUALITY  OR  QUANTITY  OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
     INTERESTS  OR  THE  ABILITY  OR  POTENTIAL  OF  THE  INTERESTS  TO  PRODUCE
     HYDROCARBONS  OR  THE ENVIRONMENTAL CONDITION OF THE INTERESTS OR ANY OTHER
     MATTERS  CONTAINED IN THE PROPRIETARY DATA OR ANY OTHER MATERIALS FURNISHED
     OR  MADE  AVAILABLE  TO  PURCHASER  BY  SELLER  OR  BY  SELLER'S  AGENTS OR
     REPRESENTATIVES.  ANY  AND  ALL  SUCH  DATA, RECORDS, REPORTS, PROJECTIONS,
     INFORMATION  AND  OTHER  MATERIALS  FURNISHED  BY  SELLER OR OTHERWISE MADE

<PAGE>

     AVAILABLE TO PURCHASER ARE PROVIDED TO PURCHASER AS A CONVENIENCE AND SHALL
     NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLER. ANY RELIANCE
     ON  OR  USE  OF  THE  SAME SHALL BE AT PURCHASER'S SOLE RISK TO THE MAXIMUM
     EXTENT PERMITTED BY LAW.

B.   WAIVER  OF  CONSUMER  PROTECTION  STATUTES.  SELLER  AND  PURCHASER CERTIFY
     ------------------------------------------
     THAT  THEY  ARE  NOT  "CONSUMERS" WITHIN THE MEANING OF THE TEXAS DECEPTIVE
     TRADE  PRACTICES-CONSUMER  PROTECTION  ACT,  SUBCHAPTER  E  OF  CHAPTER 17,
     SECTIONS  17.41,  ET  SEQ.,  OF VERNON'S TEXAS CODE ANNOTATED, BUSINESS AND
     COMMERCE  CODE,  AS  AMENDED  (THE  "DTPA") IF THE INTERESTS ARE LOCATED IN
     TEXAS.  PURCHASER HEREBY WAIVES ITS RIGHTS UNDER THE DTPA, A LAW THAT GIVES
             -------------------------------------------------------------------
     CONSUMERS  SPECIAL  RIGHTS  AND  PROTECTIONS.  AFTER  CONSULTATION  WITH AN
     ---------------------------------------------------------------------------
     ATTORNEY  OF  ITS  OWN  SELECTION,  PURCHASER  VOLUNTARILY CONSENTS TO THIS
     ---------------------------------------------------------------------------
     WAIVER.  TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, PURCHASER REPRESENTS
     ---------------------------------------------------------------------------
     TOSELLER  THAT:  (I)  IT  IS  NOT  IN  A SIGNIFICANTLY DISPARATE BARGAINING
     ---------------------------------------------------------------------------
     POSITION;  (II)  IT  IS  REPRESENTED BY LEGAL COUNSEL IN ENTERING INTO THIS
     ---------------------------------------------------------------------------
     AGREEMENT;  AND  (III)  SUCH  LEGAL  COUNSEL WAS NOT DIRECTLY OR INDIRECTLY
     ---------------------------------------------------------------------------
     IDENTIFIED, SUGGESTED, OR SELECTED BYSELLER OR AN AGENT OF SELLER.
     -----------------------------------------------------------------

C.   Financial  Information.  Purchaser  has  been  provided  certain  financial
     ----------------------
     information  relating  to  the ownership and operation of the Interests for
     the  period  commencing  on the date of the first modern leases through the
     present  (the  "Financial  Information").  EXCEPT  AS  PROVIDED  IN  THIS
     AGREEMENT,  WITH  RESPECT  TO THE INTERESTS' FINANCIAL INFORMATION, SELLER,
     HIS  AFFILIATES  AND THEIR CONSULTANTS MAKE NO REPRESEN-TATION OR WARRANTY,
     WHETHER  EXPRESS,  STATUTORY  OR  IMPLIED,  AND EXPRESSLY DISCLAIM ANY SUCH
     REPRESENTATION  AND  WARRANTY  AS  TO:  (I)  THE ACCURACY, COMPLETENESS, OR
     MATERIALITY  OF  ANY  FINANCIAL  INFORMATION  FURNISHED  TO  PURCHASER  IN
     CONNECTION  WITH ANY INTEREST; (II) THE CON-DITION, QUALITY AND QUANTITY OF
     ANY  INTEREST; (III) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME,
     COSTS  OR  PROFITS,  IF  ANY,  TO BE DERIVED FROM ANY INTEREST; OR (IV) THE
     ENVIRONMENTAL  CONDITION  OF  THE  INTERESTS.  ANY  FINANCIAL  INFORMATION
     FURNISHED  BY  SELLER  IS  PROVIDED  TO  PURCHASER  AS  A  CONVENIENCE  AND
     PURCHASER'S RELIANCE ON OR USE OF THE SAME IS AT PURCHASER'S SOLE RISK.

D.   INSTRUMENTS  TO  CONTAIN  DISCLAIMERS.  THE  CONVEYANCE  INSTRUMENTS  TO BE
     -------------------------------------
     DELIVERED BY SELLER AT CLOSING SHALL EXPRESSLY SET FORTH THE DISCLAIMERS OF
     REPRESENTATIONS  AND  WARRANTIES  CONTAINED  IN  THIS  SECTION  AND  SHALL
     EXPRESSLY  STATE  THAT  THEIR TERMS ARE SUBJECT TO THE TERMS AND CONDITIONS
     CONTAINED IN THIS AGREEMENT.

<PAGE>

     E.   PURCHASER  ACKNOWLEDGES  THAT  THE  WAIVERS  IN  THIS  SECTIONARE
          -----------------------------------------------------------------
          CONSPICUOUS.
          -----------

12.  Conditions  of  Closing.  Each  party's  obligation  to  consummate  the
     -----------------------
     transaction provided for herein is subject to the satisfaction or waiver by
     the other party of the following conditions:

     A.   Representations.  The  representations  contained  in  section  10
          ---------------
          hereof  shall  be  true  and  correct  in all material respects on the
          Closing Date as though made on and as of the Closing Date.

     B.   Performance.  Each  party  shall  have  performed  in  all  material
          -----------
          respects  the  obligations,  covenants  and agreements hereunder to be
          performed by it at or prior to the Closing Date.

     C.   Pending  Matters.  Except  as  set  forth  in section 10.D.3 above, no
          ----------------
          suit,  action  or  other proceeding by a third party or a governmental
          authority  shall  be  pending  which  seeks  damages,  fines  or other
          penalties from either party in connection with the Interests, or seeks
          to  restrain,  enjoin  or  otherwise  prohibit the consummation of the
          transactions contemplated by this Agreement.

     D.   Financial  Condition.  No  material  adverse  change  has  occurred in
          --------------------
          the financial condition of either party.

13.  Allocation  of  Production  and  Proceeds.  All  production of oil, gas and
     -----------------------------------------
     other  minerals  from  the  Interests  prior  to the Effective Date and all
     proceeds  from the sale of such production shall be the property of Seller.
     All such production upon and after the Effective Date and all proceeds from
     the  sale  thereof  shall be the property of Purchaser. Production shall be
     allocated to the parties based upon the most reliable measurement method or
     allocation  calculation  information  available  to  the parties. Purchaser
     shall  assume  all rights and/or liabilities of Seller arising from any gas
     imbalances affecting the Interests as of the Effective Date and thereafter.

14.  Taxes and Prepaid Items.
     -----------------------

     A.   Apportionment  of  Ad  Valorem  and  Property  Taxes.  All  ad valorem
          ----------------------------------------------------
          taxes,  real  property  taxes,  personal  property  taxes  and similar
          obligations  with respect to the Interests for the tax period in which
          the  Effective  Date  occurs  shall be apportioned as of the Effective
          Date between Seller and Purchaser. The portion of such apportioned tax
          liability  which  is  attributable  to the Seller shall be credited to
          Purchaser's  account  as  an  adjustment  under section 6.B. hereof or
          Purchaser  shall  assume responsibility for the payment of all such ad
          valorem  and  property  taxes  and  hold  Seller  harmless  therefrom.
          Purchaser  shall  file  or  cause to be filed all required reports and
          returns  incident  to  such taxes and shall pay or cause to be paid to
          the taxing authorities all such taxes arising out of the tax period in

<PAGE>

          which  the  Effective  Date occurs. Purchaser shall supply Seller with
          copies of the filed reports and proof of payment promptly after filing
          and paying same.

     B.   Proration  of  Taxes,  Etc.  All  other  taxes,  including,  but  not
          --------------------------
          limited  to, excise taxes, state severance taxes, and any other local,
          state,  and/or  federal  taxes  or  assessments  attributable  to  the
          properties  or any part thereof relating to oil and gas produced prior
          to  the  Effective  Date  remain  Seller's  responsibility,  and  all
          deductions,  credits  and  refunds  pertaining  to  the aforementioned
          taxes,  attributable to the Interests or any part thereof prior to the
          Effective  Date  (no  matter when received) belong to Seller. All such
          taxes  attributable  to the Interests or any part thereof at and after
          the Effective Date are Purchaser's responsibility, and Purchaser shall
          reimburse  Seller for any such taxes previously paid by Seller and all
          deductions,  credits,  and refunds pertaining thereto at and after the
          Effective Date (no matter when received) belong to Purchaser.

     C.   OtherTaxes.  Purchaser  agrees  to  be  liable  for  any  and  all
          ----------
          conveyance, transfer, recording and registration fees and sales, gross
          receipts,  use,  motor  vehicle  transfer  and   excise,  real  estate
          transfer,  documentary  stamp  and similar transfer taxes imposed with
          respect  to  the  sale,  conveyance  and  assignment  of the Interests
          hereunder.  Purchaser  shall prepare and file (or cause to be prepared
          and  filed),  to the extent permitted by applicable law, any necessary
          tax  returns  in  connection  with  the foregoing taxes and fees to be
          borne  by  Purchaser and pay all filing and recording fees relating to
          the  filing  and  recording  of any instruments delivered by Seller to
          convey the Interests to Purchaser.

     D.   Indemnification.  As  used  in  this  paragraph  and the subparagraphs
          ---------------
          hereunder,  "Claim" and "Claims" shall include claims, demands, causes
          of action, liabilities, damages, fines, penalties and judgments of any
          kind  or  character,   whether   matured  or  unmatured,  absolute  or
          contingent,  accrued or unaccrued, liquidated or unliquidated or known
          or  unknown, and whether or not resulting from third party claims, and
          all  costs   and   fees  (including,   without  limitation,  interest,
          reasonable  attorneys'  fees, reasonable costs of experts, court costs
          and  reasonable  costs  of  investigation, including those incurred in
          enforcing  the indemnification provisions contained in this Agreement)
          in  connection  therewith.  As used herein, "Claims" shall not include
          Title Defects, or other items for which Purchaser or Seller shall have
          received an adjustment to the Sales Price hereunder.

15.  Responsibilities  and  Indemnifications.  In  addition  to  any  other
     ---------------------------------------
     indemnification or reservation provision contained in this Agreement:

     A.   Purchaser   shall   (i)  as  of    the   Effective   Date  assume,  be
          responsible  for and comply with all duties and obligations of Seller,
          express  or implied, with respect to the Interests, including, without
          limitation,  those  arising under or by virtue of any lease, contract,
          agreement,  document,   permit,  applicable  law,   statute  or  rule,
          regulation  or  order  of  any  governmental  authority  (specifically
          including, without limitation, any governmental request or requirement
          to  plug,  re-plug or abandon any well, or take any clean-up, remedial

<PAGE>

          or  other  action  with  respect  to  the  Interests) and (ii) defend,
          indemnify  and  hold  Seller harmless from and pay or reimburse Seller
          for  any  and all Claims in connection with the duties and obligations
          of  Seller set forth in (i) above or in connection with the ownership,
          operation,  management or control of the Interests before or after the
          Effective  Date (except as set forth in paragraph B below), except (a)
          to the extent any such Claim has been asserted against Seller prior to
          the  Effective  Date, (b) as otherwise set forth in this Agreement and
          (c)  any  Claim expressly assumed by Seller. With respect to any Claim
          for  cleanup  or  remediation  of  the  Interests, such Claim shall be
          deemed asserted against Seller at the time the Order requiring cleanup
          or remediation has been issued by the appropriate regulatory agency.

     B.   After  the  Closing,  Seller  shall  be  responsible for, shall pay on
          a  current  basis, and shall indemnify, save, hold harmless, discharge
          and  release  Purchaser  from  and  against any and all Claims arising
          from,  based  upon,  related  to  or  associated  with  (a) any act or
          omission  by  Seller  involving or relating to the Interests occurring
          before  the  Effective  Date,  other  than obligations and liabilities
          assumed by Purchaser pursuant to paragraph A above; and (b) any act or
          omission  by  Seller  involving  or  relating  to  the Excluded Assets
          whether occurring before or after the Effective Date.

     C.   Except  as  provided  in  paragraph  D  below, Purchaser shall defend,
          indemnify  and  hold  Seller harmless from and pay or reimburse Seller
          for  any  and  all Claims for damage to the environment, environmental
          cleanup,  remediation, or compliance, or for any other relief, arising
          directly  or  indirectly  from  or  incident  to  the use, occupation,
          operation,  maintenance  or  abandonment  of  any of the Interests, or
          condition  of  the  Interests,  whether  latent  or patent, including,
          without  limitation,  contamination  of  the property or premises with
          Naturally  Occurring  Radioactive  Materials  (NORM), and WHETHER SUCH
          CLAIM  IS  CAUSED  BY  SELLER'S NEGLIGENCE, INCLUDING SOLE NEGLIGENCE,
          SIMPLE  NEGLIGENCE,  CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, PASSIVE
          NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF SELLER OR ANY OTHER THEORY
          OF LIABILITY OR FAULT, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR
          EQUITY, EXCLUDING GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER OR
          OF  SELLER'S  AGENTS,  EMPLOYEES,  OR CONTRACTORS AND ASSERTED AGAINST
          PURCHASER  AND/OR  SELLER  AFTER  THE CLOSING, WHETHER OR NOT ANY SUCH
          CLAIMS  RESULT  FROM  CONDITIONS,  ACTIONS  OR  INACTIONS  PRESENT  OR
          EXISTING  ON  OR  BEFORE  THE  CLOSING. This indemnification shall not
          apply  to  any off-site disposal by Seller which occurred prior to the
          Effective Date.

     D.   Any  Claim  for  indemnity  under  the  paragraphs  above or under any
          other provision of this Agreement shall be made by written notice from
          the  party  seeking  indemnification  (the "Indemnified Party") to the
          party  required  to  provide same (the "Indemnifying Party"), together
          with  a  written  description  of  any  third-party  Claim against the

<PAGE>

          Indemnified  Party, stating the nature and basis of such Claim and, if
          ascertainable, the amount thereof. The Indemnifying Party shall have a
          period  of  thirty (30) days after receipt of such notice within which
          to  respond  thereto  or,  in  the  case  of a third-party Claim which
          requires  a  shorter  time for response, within such shorter period as
          specified  by  the  Indemnified  Party  in  such  notice  (the "Notice
          Period").  If the Indemnifying Party denies responsibility or fails to
          respond  to the notice within the Notice Period, the Indemnified Party
          may  defend  or  compromise  the Claim as it deems appropriate without
          prejudice  to any of the Indemnified Party's rights hereunder, with no
          further  obligation  to inform the Indemnifying Party of the status of
          the  Claim  and  no   right  of the  Indemnifying  Party to approve or
          disapprove  any   actions  taken  in   connection   therewith  by  the
          Indemnified  Party.  If the Indemnifying Party accepts responsibility,
          it  shall so notify the Indemnified Party within the Notice Period and
          elect  either  (a)  to  undertake  the  defense  or compromise of such
          third-party  Claim with counsel selected by the Indemnifying Party and
          reasonably  approved  by  the Indemnified Party or (b) to instruct the
          Indemnified  Party  to  defend  or   compromise  such  Claim.  If  the
          Indemnifying  Party  undertakes  the  defense  or  compromise  of such
          third-party Claim, the Indemnified Party shall be entitled, at its own
          expense,  to  participate in such defense. No compromise or settlement
          of  any  third-party  Claim shall be made without reasonable notice to
          the  Indemnified  Party  and,  unless  such  compromise  or settlement
          includes  a general release of the Indemnified Party in respect of the
          matter  with  no admission of liability on the part of the Indemnified
          Party  and  no  constraints  on  the  future  conduct of its business,
          without the prior written approval of the Indemnified Party.

     E.   Each  party's  indemnity  given  under  this  section  shall extend to
          the  other  and to the other's parent, subsidiaries and affiliates and
          their  present  and  former directors, officers, employees, attorneys,
          contractors, agents and members and to each of their heirs, executors,
          successors  and  assigns  and  shall  apply  to  all  obligations  and
          liabilities  described  above,  INCLUDING  THOSE  BASED ON NEGLIGENCE,
          INCLUDING  SOLE  NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE,
          ACTIVE  NEGLIGENCE,  PASSIVE NEGLIGENCE, STRICT LIABILITY OR LIABILITY
          WITHOUT  FAULT  OF  THE  OTHER (OR ANY OTHER INDEMNIFIED PARTY) OR ANY
          OTHER  THEORY OF LIABILITY OR FAULT, WHETHER IN LAW (WHETHER COMMON OR
          STATUTORY)  OR  EQUITY,  excluding  gross  negligence  and  willful
          misconduct  of  the  party  or  of  the  party's agents, employees, or
          contractors.

16.  General  Limitation  of  Damages.  NOTWITHSTANDING  ANY  OTHER PROVISION OF
     --------------------------------
     THIS  AGREEMENT  TO  THE  CONTRARY,  NEITHER  PARTY  SHALL BE LIABLE TO ANY
     INDEMNIFIED  PARTY   FOR   ANY  EXEMPLARY,   PUNITIVE,  SPECIAL,  INDIRECT,
     CONSEQUEN-TIAL,  REMOTE  OR  SPECULATIVE  DAMAGES (INCLUDING ANY DAMAGES ON
     ACCOUNT  OF  LOST  PROFITS  OR OPPORTUNITIES) ARISING OUT OF OR RELATING TO
     THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17.  Physical  Condition  of  the  Interests.
     ---------------------------------------

<PAGE>

     A.   THE  INTERESTS  HAVE  BEEN  USED  FOR  OIL  AND  GAS  DRILLING  AND
          PRODUCING  OPERATIONS,  RELATED  OIL FIELD OPERATIONS AND POSSIBLY FOR
          THE  STORAGE  AND DISPOSAL OF WASTE MATERIALS OR HAZARDOUS SUBSTANCES.
          PHYSICAL  CHANGES  IN  THE  LAND MAY HAVE OCCURRED AS A RESULT OF SUCH
          USES.  THE  INTERESTS  ALSO  MAY  CONTAIN  BURIED  PIPELINES AND OTHER
          EQUIPMENT,  WHETHER OR NOT OF A SIMILAR NATURE, THE LOCATIONS OF WHICH
          MAY  NOT  NOW  BE KNOWN BY SELLER OR BE READILY APPARENT BY A PHYSICAL
          INSPECTION OF THE PROPERTY. PURCHASER UNDERSTANDS THAT SELLER DOES NOT
          HAVE  THE  REQUISITE  INFORMATION  WITH  WHICH  TO DETERMINE THE EXACT
          NATURE  OR  CONDITION  OF THE INTERESTS OR THE EFFECT ANY SUCH USE HAS
          HAD ON THE PHYSICAL CONDITION OF THE INTERESTS.

     B.   PURCHASER  ACKNOWLEDGES  THAT:  (I)  IT  HAS  ENTERED  INTO  THIS
          AGREEMENT  ON  THE  BASIS  OF  ITS  OWN  INVESTIGATION OF THE PHYSICAL
          CONDITION  OF  THE  INTERESTS INCLUDING SUBSURFACE CONDITION; (II) THE
          INTERESTS  HAVE BEEN USED IN THE MANNER AND FOR THE PURPOSES SET FORTH
          ABOVE  AND THAT PHYSICAL CHANGES TO THE INTERESTS MAY HAVE OCCURRED AS
          A  RESULT  OF  SUCH  USE;  AND (III) LOW LEVELS OF NATURALLY OCCURRING
          RADIOACTIVE MATERIAL (NORM) AND MAN-MADE MATERIAL FIBERS (MMMF) MAY BE
          PRESENT  AT  SOME  LOCATIONS.  PURCHASER  ACKNOWLEDGES  THAT NORM IS A
          NATURAL  PHENOMENON  ASSOCIATED  WITH  MANY OIL FIELDS IN THE U.S. AND
          THROUGHOUT  THE  WORLD. PURCHASER SHOULD MAKE ITS OWN DETERMINATION OF
          THIS  PHENOMENON  AND OTHER CONDITIONS. SELLER DISCLAIMS ANY LIABILITY
          ARISING  OUT  OF OR IN CONNECTION WITH ANY PRESENCE OF NORM OR MMMF ON
          THE  PROPERTY AND ON THE CLOSING DATE, PURCHASER SHALL ASSUME THE RISK
          THAT THE INTERESTS MAY CONTAIN WASTES OR CONTAMINANTS AND THAT ADVERSE
          PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF WASTES OR CONTAMINANTS,
          MAY  NOT  HAVE  BEEN  REVEALED  BY  PURCHASER'S  INVESTIGATION. ON THE
          CLOSING  DATE,  ALL  RESPONSIBILITY AND LIABILITY RELATED TO DISPOSAL,
          SPILLS,  WASTE,  OR  CONTAMINATION ON AND BELOW THE INTERESTS SHALL BE
          TRANSFERRED  FROM  SELLER  TO PURCHASER AND PURCHASER SHALL INDEMNIFY,
          DEFEND  AND HOLD SELLER HARMLESS THEREFROM. SELLER AND PURCHASER AGREE
          THAT THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING.

18.  Further  Assurances.
     -------------------

     A.   Performance  of  Obligations.  Seller  and  Purchaser  shall  use  all
          ----------------------------
          reasonable  efforts  to take, or cause to be taken, all actions and to
          do,  or cause to be done, all things necessary, proper or advisable to
          carry out all of

<PAGE>

          their   respective   obligations   under  this   Agreement   and   to
          consummate  and  make effective the purchase and sale of the Interests
          pursuant to this Agreement.

     B.   Further  Conveyances  and  Assumptions.  After  the  Closing,  Seller
          --------------------------------------
          and  Purchaser  shall  execute, acknowledge and deliver or cause to be
          executed,  acknowledged  and  delivered  all such further conveyances,
          transfer  orders,  notices,  assumptions  and  releases and such other
          instruments,  and shall take such further actions, as may be necessary
          or  appropriate  to  assure  fully  to Purchaser and its successors or
          assigns  all  of  the  Interests and to assure fully to Seller and its
          successors  and assigns the assumptions of liabilities and obligations
          of  Purchaser  or  to  otherwise carry out the terms and provisions of
          this Agreement.

19.  Notices.  All  notices  and  consents  to  be  given  hereunder shall be in
     -------
     writing  and  shall  be  deemed  to  have  been  duly  given  if  delivered
     personally;  faxed  with  receipt  acknowledged; mailed by registered mail,
     return  receipt  requested,  postage  prepaid; or delivered by a recognized
     commercial  courier  to  the  party  at the address set forth below or such
     other  address  as  any  party shall have designated for itself by ten (10)
     days'  prior  notice to the other party. Notice is deemed to have been duly
     received:  on  the day personally delivered; on the day after it is sent by
     fax;  seven  (7) days after mailing by registered mail; or the day after it
     is received from a recognized commercial courier.

SELLER:
------

          Mr.  Gerald  W.  Green
          XXXXXXXXXXXXXXXXXXXXXXX
          XXXXXXXXX
          XXXXXXXXXXXXXXXXXXXXX
          Phone:          XXXXXXXXXXX
          Fax:          XXXXXXXXXXXX

PURCHASER:
---------

          New  Century  Energy  Corp.
          5851  San  Felipe,  Suite  775
          Houston,  Texas  77057
          Phone:          713-266-4344
          Fax:          713-266-4358

20.  Purchaser's  Post-Closing  Obligations.  If  at  any time subsequent to the
     --------------------------------------
     Closing,  Purchaser comes into possession of money or property belonging to
     Seller, such money or other property shall be promptly delivered to Seller.
     Purchaser  shall  allow  Seller  access  to  the Records during Purchaser's
     normal  business hours after Closing for the purpose of filing and amending
     a  tax  return  or for any other legitimate business purpose, provided that
     any  copies  of  Records  made  by  Seller  shall be at the sole expense of
     Seller.

21.  Seller's  Post-Closing  Obligations.  If  at  any  time  subsequent  to the
     -----------------------------------
     Closing, Seller comes into possession of money or property belonging to the
     Purchaser,  such money or other property shall be promptly delivered to the

<PAGE>

     Purchaser.  Furthermore,  Seller recognizes that Purchaser will be required
     to  audit  the  historical performance of the Interests and shall cooperate
     with  Purchaser  and  provide copies of documents requested by Purchaser to
     accomplish the same.

22.  Severability.  In  the  event  any  covenant,  condition,  or  provision
     ------------
     contained  herein  is  held  to  be  invalid  by   a  court   of  competent
     jurisdiction,  the  invalidity of any such covenant, condition or provision
     shall  in  no  way  affect  any  other  covenant,  condition,  or provision
     contained  herein,  provided,  however,  that  any such invalidity does not
     materially  prejudice  either  the  Purchaser or Seller in their respective
     rights  and  obligations  contained in the valid covenants, conditions, and
     provisions of this Agreement.

23.  Waiver.  No  waiver  of  any  of  the  provisions  of  this Agreement shall
     ------
     constitute  a  waiver  of  any  other  provisions  hereof  (whether  or not
     similar),  nor  shall  such  waiver  constitute  a continuing waiver unless
     otherwise expressly provided.

24.  Construction  of  Ambiguity.  In  the  event of any ambiguity in any of the
     ---------------------------
     terms  or  conditions  of this Agreement, including any exhibits hereto and
     whether  or not placed of record, such ambiguity shall not be construed for
     or  against  any  party  hereto on the basis that such party did or did not
     author the same.

25.  Captions.  The  captions  in  this  Agreement  are for convenience only and
     --------
     shall  not  be  considered  a  part  of  or  affect  the  construction  or
     interpretation of any provisions of this Agreement.

26.  Governing  Law.  This  Agreement  shall  be  governed by and interpreted in
     --------------
     accordance  with  the  laws of the State of Texas, without reference to the
     conflict of laws principles applied by the courts of the State of Texas.

27.  Waiver  of  Jury  Trial.  SELLER  AND  PURCHASER  DO  HEREBY  IRREVOCABLY
     -----------------------
     WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL
     BY  JURY  IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING BASED UPON, ARISING
     OUT  OF  OR  RELATING  TO  THIS  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
     HEREBY.

28.  Limitation  of  Liability.  Seller  and  Purchaser  do  hereby covenant and
     -------------------------
     agree  that  the recovery by either party hereto of any damages suffered or
     incurred  by  it  as  a  result  of  any  breach  by the other party of any
     provision of this Agreement shall be limited to the actual damages suffered
     or  incurred  by  the  non-breaching party as a result of the breach by the
     breaching  party and in no event shall the breaching party be liable to the
     non-breaching  party for any indirect, consequential, exemplary or punitive
     damages  suffered or incurred by the non-breaching party as a result of the
     breach by the breaching party.

29.  Publicity.  Seller  acknowledges  and  understands   that  Purchaser  is  a
     ---------
     publicly  traded  company subject to exchange-imposed obligations regarding
     confidentiality  and  non-disclosure of material non-public information. In
     this  regard,  Seller agrees that he shall not make or cause to be made any
     disclosure  of  the  transaction  contemplated herein to any third party or
     otherwise  disseminate any news or announcement of any kind with respect to
     this Agreement

<PAGE>

     or  the  underlying  transactions  without  the express written approval of
     Purchaser.  Seller  further  agrees  to keep all information regarding this
     Agreement and the underlying transactions confidential and not to disclose,
     reveal,  or  discuss  any  such information without the written approval of
     Purchaser.

30.  Use  of  Seller's  Name.  As  soon  as  practicable  after  the  Closing,
     -----------------------
     Purchaser  shall  remove or cause to be removed the names and marks used by
     Seller  and  all  variations  and  derivations  thereof  and logos relating
     thereto from the Interests and shall not thereafter make any use whatsoever
     of those names, marks and logos.

31.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
     ------------
     counterparts,  each  of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument.

32.  Assignment.  Except  as  otherwise  provided  herein,  this Agreement shall
     ----------
     be  binding  upon  and inure to the benefit of the parties hereto and their
     respective  permitted successors and assigns. All future conveyances of all
     or  any  portion  of the Interests shall expressly recognize and perpetuate
     the rights and obligations set out in this Agreement.

33.  Cost  and  Expenses.  Except  as  otherwise expressly provided herein, each
     -------------------
     party  shall  bear  and  pay its own costs and expenses, including, but not
     limited to, attorneys fees, incurred in connection with this transaction.

34.  Joint  Venture,  Partnership  and  Agency.  Nothing   contained   in   this
     -----------------------------------------
     Agreement  shall  be  deemed  to  create  a joint venture, partnership, tax
     partnership or agency relationship between the parties.

35.  Confidentiality.  Prior  to  the  Closing,  Seller  and  Purchaser,  to the
     ---------------
     extent  permitted  by law, shall keep confidential all information received
     from the other unless such information is readily ascertainable from public
     or published information or trade sources or is received from a third-party
     having  no  obligation of confidentiality with respect to such information.
     In  the  event  of  the termination of this Agreement, Seller and Purchaser
     shall  return  to  the  other  or destroy all information received from the
     other  and to the extent permitted by law keep confidential and not use any
     confidential information obtained pursuant to this Agreement.

36.  Post-Closing  Confidentiality.  Following  the  Closing,  Seller  agrees to
     -----------------------------
     keep confidential all information relative to the Interests covered by this
     Agreement.  Such  obligation  of  confidentiality  shall continue until the
     earlier  of  the following: (1) three years from the Closing; (ii) the date
     upon  which Purchaser has conveyed the Interests to a third party; or (iii)
     the  date  upon  which  Purchaser  provides  Seller  written  notice of the
     termination  of  such  confidentiality  requirements.  The  obligations  of
     confidentiality  shall  not apply to any information that is required to be
     disclosed  by  Seller  as  a  result of applicable law, regulation, rule or
     order of a duly empowered court or governmental entity.

37.  Survival.  Except  as  otherwise  specifically  provided in this Agreement,
     --------
     all  covenants,  obligations,  agreements  and guarantees shall survive the
     execution  of  this Agreement, the Closing and the delivery and recordation
     of  any deeds, assignments or bills of sale which convey the Interests from
     Seller to Purchaser.

<PAGE>

38.  Limitations  of  Obligations.  Notwithstanding  anything  to  the  contrary
     ----------------------------
     contained  herein,   all  representations,   warranties,    covenants  and
     indemnities made by Seller hereunder shall be limited only to the Interests
     conveyed hereby.

39.  Entire  Agreement.  This  Agreement,  together  with  any  Confidentiality
     -----------------
     Agreements  relating  to  the  Interests  previously executed by Purchaser,
     constitute the entire agreement between the parties and supersede all prior
     agreements,  understandings,  negotiations and discussions, whether oral or
     written,   of   the   parties.   No   supplement,   amendment,  alteration,
     modification,  waiver  or  termination  of  this Agreement shall be binding
     unless  executed  in  writing  by the parties hereto after the execution of
     this  Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement to be
EFFECTIVE as of the day and year first set forth above.

                                                    SELLER:

                                                    GERALD  W.  GREEN

                                                    /s/ Gerald W. Green
                                                    ----------------------------




                                                    PURCHASER:

                                                    NEW  CENTURY  ENERGY  CORP.

                                                    /s/ Edward R. Destefano
                                                    ----------------------------

                                                    By:   Edward  R.  DeStefano

                                                    President  &  CEO

<PAGE>

THE  STATE  OF  TEXAS      Sec.
                           Sec.
COUNTY  OF Midland         Sec.


     BEFORE  ME,  the  undersigned  authority,  on  this day personally appeared
GERALD  W.  GREEN,  an  individual  known  to  me to be the person whose name is
subscribed  to the foregoing instrument, and acknowledged to me that he executed
the  same  for  the  purposes  and  considerations  therein  expressed.

     GIVEN  UNDER MY HAND AND SEAL OF OFFICE this   2nd   day of November, 2005.
                                                 ---------


                                               /s/ Toni Redman
                                            ------------------------------------
                                             Notary  Public,  State  of  Texas



THE  STATE  OF  TEXAS     Sec.
                          Sec.
COUNTY  OF  HARRIS        Sec.

     BEFORE  ME,  the  undersigned  authority,  on  this day personally appeared
EDWARD  R.  DESTEFANO, PRESIDENT AND CEO OF NEW CENTURY ENERGY CORP., a Colorado
corporation,  and  known  to me to be the person whose name is subscribed to the
foregoing  instrument,  and acknowledged to me that she/he executed the same for
the  purposes  and considerations therein expressed, as the act and deed of such
corporation  and  in  the  capacity  therein  stated.

     GIVEN  UNDER MY HAND AND SEAL OF OFFICE this  2nd    day of November, 2005.
                                                 ---------


                                             /s/ John Kevin Raley
                                            -----------------------------------
                                             Notary  Public,  State  of  Texas

<PAGE>

                     EXHIBIT A TO PURCHASE & SALE AGREEMENT

1.   Oil,  Gas  and  Mineral  Lease  dated  February  3,  2003, between Margaret
     Glasscock,  as  Lessor,  and  US  Enercorp, LLC, as Lessee, as evidenced of
     record  in  Volume  421,  Pages  210-213,  of  the Deed Records of McMullen
     County,  Texas,  covering the following described lands in McMullen County,
     Texas:

     470  acres,  more  or  less,  being  170  acres out of the Alfred Spaulding
     Survey  48,  A-915,  and 300 acres being out of the BS & F Survey, A-22, as
     more particularly described in the lease.

2.   Oil,  Gas  and  Mineral  Lease  dated  February  3,  2003,  between Colette
     Glasscock  Blakey, as Lessor, and US Enercorp, LLC, as Lessee, as evidenced
     of  record  in  Volume  421, Pages 214-217, of the Deed Records of McMullen
     County,  Texas,  covering the following described lands in McMullen County,
     Texas:

     470  acres,  more  or  less,  being  170  acres out of the Alfred Spaulding
     Survey  48,  A-915,  and 300 acres being out of the BS & F Survey, A-22, as
     more particularly described in the lease.

3.   Oil,  Gas  and  Mineral  Lease  dated  February 14, 2003, between Gerald R.
     Gibbs and wife, Dolores Gibbs, as Lessors, and US Enercorp, LLC, as Lessee,
     as evidenced of record in Volume 421, Pages 223-226, of the Deed Records of
     McMullen  County, Texas, covering the following described lands in McMullen
     County, Texas:

     470  acres,  more  or  less,  being  170  acres out of the Alfred Spaulding
     Survey  48,  A-915,  and 300 acres being out of the BS & F Survey, A-22, as
     more particularly described in the lease.

4.   Oil  and  Gas  Lease  dated  April  1, 2003, between Neil E. Hanson, et ux,
     as  Lessors, and US Enercorp, LLC, as Lessee, as evidenced by Memorandum of
     Oil  and  Gas  Lease  recorded  in  Volume  425, Pages 465-468, of the Deed
     Records  of  McMullen County, Texas, covering the following described lands
     in McMullen County, Texas:

     470  acres,  more  or  less,  being  170  acres out of the Alfred Spaulding
     Survey  48,  A-915,  and 300 acres being out of the BS & F Survey, A-22, as
     more particularly described in the lease.

5.   Oil  and  Gas  Lease  dated  April  29, 2003, between Clifton Wheeler, Jr.,
     et  al.,  as  Lessors,  and  US  Enercorp,  LLC, as Lessee, as evidenced by
     Memorandum  of  Oil and Gas Lease recorded in Volume 425, Pages 368-374, of
     the  Deed  Records  of  McMullen  County, Texas, covering 80 acres, more or
     less,  as  the  W/2  of  the NE/4 of the Alfred Spaulding Survey 48, A-915,
     being more particularly described in the lease.

6.   Oil  and  Mineral  Lease  dated  effective  March  6, 2003, between Charles
     Steven  Lindholm,  et  al., as Lessors, and US Enercorp, LLC, as Lessee, as
     evidenced  by Memorandum of Oil and Gas Lease recorded in Volume 421, Pages
     427-429, of the Deed Records of McMullen County, Texas, covering 430 acres,
     more  or  less,  out  of  the  Alfred  Spaulding  No. 48, A-915, being more
     particularly described in the lease.

<PAGE>

7.   Oil  and  Gas  Lease  dated  effective  April  14,  2003, between Alfred B.
     Rhode  et al., as Lessors, and US Enercorp, LLC, as Lessee, as evidenced by
     Memorandum  of  Oil and Gas Lease recorded in Volume 422, Pages 465-471, of
     the  Deed of Records of McMullen County, Texas, covering 110 acres, more of
     less,  out  of  the Alfred Spaulding No. 48, A-915, being more particularly
     described in the lease.

8.   Oil  and  Gas  Lease  dated  effective  October 15, 2003, between Reeves L.
     Smith,  et ux, as Lessors, and US Enercorp, LLC, as Lessee, as evidenced by
     Memorandum  of  Oil and Gas Lease recorded in Volume 426, Pages 164-165, of
     the  Deed  Records  of  McMullen  County, Texas, covering 40 acres, more or
     less,  being  more  specifically  described  as the NW/4 of the SW/4 of the
     Alfred Spaulding No. 48, A-915.

9.   Oil  and  Gas  Lease  dated  effective  November  20,  2003, between Pat R.
     Rutherford,  et  al.,  as  Lessors,  and  US  Enercorp,  LLC, as Lessee, as
     evidenced  by Memorandum of Oil and Gas Lease recorded in Volume 426, Pages
     330-332,  of  the  Deed  of  Records of McMullen County, Texas, covering 40
     acres,  more  or less, being more specifically described as the NW/4 of the
     SW/4 of the Alfred Spaulding No. 48, A-915.

10.  Oil,  Gas  and  Mineral  Lease  dated  effective  October 23, 2002, between
     Conner  Scott,  as  Lessor and HHC Exploration, Inc. as Lessee, recorded in
     Volume  421,  Pages 278-280, of the Deed Records of McMullen County, Texas,
     covering  40  acres, more or less, being more specifically described as the
     NE/4 of the NE/4 of BS&F Survey, Section 45, A-22.

11.  Oil,  Gas  and  Mineral  Lease  dated  effective  October 23, 2002, between
     Hazel Andrews, as Lessor, and HHC Exploration, Inc., as Lessee, recorded in
     Volume  421,  Pages  281-283,  of  Deed  Records of McMullen County, Texas,
     covering  40  acres, more or less, being more specifically described as the
     NE/4 of the NE/4 of BS&F Survey, Section 45, A-22.

12.  Oil,  Gas  and  Mineral  Lease  dated  effective  February  3, 2003 between
     Ben  E.  Jackson, as Lessor, and HHC Exploration, Inc., as Lessee, recorded
     in  Volume  421,  Pages  284-286,  of  the Deed Records of McMullen County,
     Texas,  covering  40 acres, more or less, being more specifically described
     as the NE/4 of the NE/4 of BS&F Survey, Section 45, A-22.

13.  Oil,  Gas  and  Mineral  Lease  dated  effective  February 3, 2003, between
     Joe  S.  Jackson, as Lessor, and HHC Exploration, Inc., as Lessee, recorded
     in  Volume  421,  Pages  471-473,  of  the Deed Records of McMullen County,
     Texas,  covering  40 acres, more or less, being more specifically described
     as the NE/4 of the NE/4 of BS&F Survey, Section 45, A-22.

14.  Oil,  Gas  and  Mineral  Lease  dated  effective  March  12,  2003, between
     Linda Beth Raney, as Lessor, and HHC Exploration, Inc., as Lessee, recorded
     in  Volume  422,  pages  257-259,  of  the Deed Records of McMullen County,
     Texas,  covering  40 acres, more or less, being more specifically described
     as the NE/4 of the NE/4 of BS&F Survey, Section 45, A-22.

<PAGE>

15.  Oil,  Gas  and  Mineral  Lease  dated  May  17,  2004,  from  George Warner
     Phillips,  Jr.,  as  Lessor,  to  US  Enercorp, LLC, as Lessee, recorded in
     Volume  430,  Page  239,  of  the  Deed  Records of McMullen County, Texas,
     covering  40.43  acres,  more or less, being more specifically described as
     the NE/4 of the NE/4 of BS&F Survey, Section 45, A-22.

16.  Oil,  Gas  and  Mineral  Lease  dated June 8, 2004, from Peggy C. Pasquini,
     et  al.,  as  Lessors, to Enercorp, LLC, as Lessee, recorded in Volume 432,
     Page  314,  of  the  Deed Records of McMullen County, Texas, covering 40.43
     acres,  more  or less, being more specifically described as the NE/4 of the
     NE/4 of BS&F Survey, Section 45, A-22.

17.  Oil,  Gas  and  Mineral  Lease  dated  October  29,  2004,  from  Lee Davis
     Spencer,  as  Lessor,  to  US Enercorp, Ltd., as Lessee, recorded in Volume
     433,  Page  384, of the Deed Records of McMullen County, Texas, covering 40
     acres,  more  or less, being more specifically described as the NE/4 of the
     NE/4 of BS&F Survey, Section 45, A-22.

<PAGE>

                     EXHIBIT B TO PURCHASE & SALE AGREEMENT

                ASSIGNMENT OF OIL AND GAS LEASES AND BILL OF SALE
                -------------------------------------------------


STATE  OF  TEXAS               SEC.
                               SEC.
COUNTY  OF  MCMULLEN           SEC.

     WHEREAS,  Gerald W. Green ("Assignor") owns a 1.75% working interest in the
oil  and  gas  leases covering lands in McMullen County, Texas, which leases are
described in Exhibit A, attached hereto and made a part hereof for all purposes.
Such  leases  are  referred  to  hereinafter  as  the  "Subject  Leases";

     WHEREAS,  Assignor's  undivided  interest in the Subject Leases and the oil
and/or gas wells located on the properties covered by the Subject Leases and all
of the personal property, fixtures and improvements appurtenant to the wells and
used in connection with the operation thereof are hereinafter referred to as the
"Subject  Property";  and

     WHEREAS,  Assignor  has agreed to assign all of his interest in the Subject
Property  to New Century Energy Corp. ("NCEY"), with offices at 5851 San Felipe,
Suite  775,  Houston,  Texas  77057;

NOW,  THEREFORE:

     In  consideration  of  the sum of Ten and 00/100 Dollars ($10.00) and other
good  and  valuable  considerations,  the  receipt  and sufficiency of which are
hereby  acknowledged,  Assignor  has, subject to the terms and conditions herein
set  out, GRANTED, BARGAINED, SOLD, TRANSFERRED, CONVEYED and ASSIGNED, and does
hereby  GRANT,  BARGAIN,  SELL,  TRANSFER,  CONVEY and ASSIGN, all of Assignor's
interest  in  and  under  the  Subject  Property  to  NCEY, which is hereinafter
referred  to  as  "Assignee".

     This  conveyance and assignment is subject to all of the terms, conditions,
stipulations  and  reversions of the Subject Leases, and is further made subject
to  the  following:

     -    that  certain  assignment  of  oil  and  gas leases from Enercorp, LLC
          to  Hanson  Resources  Company,  et  al.,  dated  June  20,  2004, but
          effective as of November 20, 2003, and recorded in Volume 431, at page
          103, of the Deed Records of McMullen County, Texas;

     -    that  certain  assignment  of  oil  and  gas leases from Enercorp, LLC
          to  Hanson  Resources  Company,  et  al.,  dated  August 20, 2004, and
          recorded  in  Volume  432, at page 12, of the Deed Records of McMullen
          County, Texas;

     -    that  certain  Declaration  of  Pooled  Unit  for  the  U.S. Enercorp,
          LLC-Lindholm-Hanson  Gas  Unit, dated April 15, 2004, a counterpart of
          which  is  recorded in Volume 430, at page 225, of the Deed Records of
          McMullen County, Texas;

<PAGE>

     -    those  certain  unrecorded  Exploration  and  Joint  Operating
          Agreements  dated  October  20,  2003, between U. S. Enercorp, LLC and
          others, copies of which are available to Assignee;

     -    that  certain  purchase  and  sale  agreement  relating to the Subject
          Property  between  Assignor  and  Assignee  dated  November  1,  2005,
          including, but not limited to, the indemnity obligations found in such
          purchase and sale agreement.

     TO  HAVE  and  TO  HOLD the above described premises, together with all and
singular the rights and appurtenances thereto in anywise belonging unto the said
Assignee,  its  successors  and  assigns forever; and, Assignor does hereby bind
himself,  his  heirs,  successors,  executors  and administrators to WARRANT and
FOREVER  DEFEND  all and singular the said premises under the said Assignee, its
successors  and  assigns  against  every person whomsoever lawful claiming or to
claim  the  same  or  any  part  thereof,  by through or under Assignor, but not
otherwise.

     EXCEPT  FOR  THE ABOVE SPECIAL WARRANTY OF TITLE ASSIGNOR HAS NOT MADE, AND
ASSIGNEE  HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF ANY REAL OR IMMOVABLE PROPERTY,
PERSONAL  OR  MOVEABLE  PROPERTY,  EQUIPMENT,  INVENTORY, MACHINERY AND FIXTURES
CONSTITUTING  THE SUBJECT PROPERTY INCLUIDING WITHOUT LIMITATION (i) ANY IMPLIED
OR  EXPRESS WARRANTY OF MERCHANTABILITY, (II) ANY EXPRESS OR IMPLIED WARRANTY OF
FITNESS  FOR  A  PARTICULAR  PURPOSE,  (iii)  ANY EXPRESS OR IMPLIED WARRANTY OF
CONFORMITY  TO  MODELS  OR  SAMPLES  OF  MATERIALS,  (iv) ANY EXPRESS OR IMPLIED
WARRANTY  OF  FREEDOM  FROM DEFECTS WHETHER KNOWN OR UNKNOWN, (v) ANY EXPRESS OR
IMPLIED  WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIAL INTO THE
ENVIRONMENT  (INCLUDING NATURALLY OCCURRING RADIOACTIVE MATERIAL), OR PROTECTION
OF  THE  ENVIRONMENT  OR  HEALTH,   OR  (vi)   PRODUCTION  RATES,   RECOMPLETION
OPPORTUNITIES,   DECLINE   RATES,   GEOLOGICAL   OR   GEOPHYSICAL   DATA,   OR
INTERPRETATIONS,  THE  QUALITY, QUANITITY, RECOVERABILITY OR COST OF RECOVERY OF
ANY  HYDROCARBON  RESERVES,  ANY  PRODUCT PRICING ASSUMPTIONS, OR THE ABILITY TO
SELL  OR  MARKET  ANY  HYDROCARBONS. IT IS THE EXPRESS INTENTION OF ASSIGNOR AND
ASSIGNEE  THAT  THE  REAL  OR IMMOVABLE PROPERTY, PERSONAL OR MOVEABLE PROPERTY,
EQUIPMENT,  INVENTORY,  MACHINERY  AND  FIXTURES COMPRISING THE SUBJECT PROPERTY
SHALL  BE  CONVEYED TO ASSIGNEE "AS IS" AND IN THEIR PRESENT CONDITION AND STATE
OF REPAIR.

     THIS  ASSIGNMENT  SHALL BE WITHOUT ANY WARRANTY OR REPRESENTATION OF TITLE,
EITHER  EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUANTITY,
QUALITY,  FITNESS  FOR  A  PARTICULAR PURPOSE, FREEDOM FROM REDHIBITORY VICES OR
DEFECTS,  CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF THE
SUBJECT  PROPERTY  OR ITS FITNESS FOR ANY PURPOSE AND WITHOUT ANY OTHER EXPRESS,

<PAGE>

IMPLIED,  STATUTORY  OR  OTHER  WARRANTY  OR REPRESENTATION WHATSOEVER. ASSIGNEE
SHALL  HAVE INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE SUBECT PROPERTY FOR ALL
PURPOSES  AND  SATISFIED  ITSELF AS TO ITS PHYSICAL AND ENVIRONMENTAL CONDITION,
BOTH  SURFACE  AND  SUBSURFACE,   INCLUDING   BUT  NOT  LIMITED   TO  CONDITIONS
SPECIFICALLY  RELATED TO THE PRESENCE OR RELEASE OR ONSITE DISPOSAL OF HAZARDOUS
SUBSTANCES,  AND THE CONDITION OF ANY WELL CASING, TUBING OR DOWNHOLE EQUIPMENT.
ASSIGNEE  IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE SUBJECT PROPERTY, AND
ASSIGNEE  SHALL  ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. IN
ADDITION,  ASSIGNOR  MAKES  NO  WARRANTY  OR  REPRESENTATION,  EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS,
RECORDS,  PROJECTIONS,  INFORMATION  OR  MATERIALS  NOW, HERETOFORE OR HEREAFTER
FURNISHED  OR  MADE  AVAILABLE  TO  ASIGNEE  IN  CONNECTION WITH THIS ASSIGNMENT
INCLUDING,  WITHOUT LIMITATION, ANY DESCRIPTION OF THE SUBJECT PROPERTY, PRICING
ASSUMPTIONS,  OR  QUALITY   OR   QUANTITY  OF   HYDROCARBON  RESERVES  (IF  ANY)
ATTRIBUTABLE  TO THE SUBJECT PROPERTY OR THE ABILITY OR POTENTIAL OF THE SUBJECT
PROPERTY  TO  PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE SUBJECT
PROPERTY,  OR  ANY  OTHER MATTERS CONTAINED IN THE PROPRIETARY DATA OR ANY OTHER
MATERIALS  FURNISHED  OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR OR BY ASSIGNOR'S
AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS,
INFORMATION  AND  OTHER  MATERIALS  FURNISHED  BY  ASSIGNOR  OR  OTHERWISE  MADE
AVAILABLE  TO  ASSIGNEE  ARE  PROVIDED  ASSIGNEE  AS A CONVENIENCE AND SHALL NOT
CREATE  OR GIVE RISE TO ANY LIABILITY OF OR AGAINST ASSIGNOR. ANY RELIANCE ON OR
USE OF THE SAME SHALL BE AT ASSIGNEE'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED
BY LAW.

     ASSIGNOR  AND  ASSIGNEE  CERTIFY  THAT  THEY ARE NOT "CONSUMERS" WITHIN THE
MEANING  OF  THE  TEXAS  DECEPTIVE  TRADE  PRACTICES-CONSUMER  PROTECTION  ACT,
SUBCHAPTER  E  OF  CHAPTER  17,  SECTIONS 17.41, ET SEQ., OF VERNON'S TEXAS CODE
ANNOTATED,  BUSINESS AND COMMERCE CODE, AS AMENDED (THE "DTPA") IF THE INTERESTS
ARE  LOCATED  IN TEXAS.  ASSIGNEE HEREBY WAIVES ITS RIGHTS UNDER THE DTPA, A LAW
                         -------------------------------------------------------
THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.  AFTER CONSULTATION WITH AN
 -------------------------------------------------------------------------------
ATTORNEY OF ITS OWN SELECTION, ASSIGNEE VOLUNTARILY CONSENTS TO THIS WAIVER.  TO
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EVIDENCE  ITS ABILITY TO GRANT SUCH WAIVER, ASSIGNEE REPRESENTS TO ASSIGNOR THAT
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(I)  IT  IS  NOT  IN  A  SIGNIFICANTLY DISPARATE BARGAINING POSITION; (II) IT IS
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REPRESENTED  BY  LEGAL  COUNSEL  IN ENTERING INTO THIS AGREEMENT; AND (III) SUCH
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LEGAL  COUNSEL WAS NOT DIRECTLY OR INDIRECTLY IDENTIFIED, SUGGESTED, OR SELECTED
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BY  ASSIGNOR  OR  AN  AGENT  OF  ASSIGNOR.
------------------------------------------

     Assignee  has  been  provided certain financial information relating to the
ownership  and  operation of the Subject Property for the period commencing from
the  date of the first modern leases, through the Effective Date (the "Financial

<PAGE>

Information").  EXCEPT  AS  PROVIDED  IN  THIS  AGREEMENT,  WITH  RESPECT TO THE
SUBJECT  PROPERTY'S  FINANCIAL  INFORMATION,  ASSIGNOR,  AFFILIATED ENTITIES AND
THEIR CONSULTANTS MAKE NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, STATUTORY
OR  IMPLIED, AND EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION AND WARRANTY, AS TO
(i)  THE  ACCURACY,  COMPLETENESS,  OR  MATERIALITY OF ANY FINANCIAL INFORMATION
FURNISHED  TO  ASSIGNEE  IN  CONNECTION  WITH  THE  SUBJECT  PROPERTY;  (ii) THE
CONDITION,  QUALITY  AND  QUANTITY OF THE SUBJECT PROPERTY; (iii) THE PRESENT OR
FUTURE  VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED
FROM  THE  SUBJECT  PROPERTY; OR (iv) THE ENVIRONMENTAL CONDITION OF THE SUBJECT
PROPERTY.  ANY  FINANCIAL  INFORMATION  FURNISHED  BY  ASSIGNOR  IS  PROVIDED TO
ASSIGNEE  AS  A  CONVENIENCE AND ASSIGNEE'S RELIANCE ON OR USE OF THE SAME IS AT
ASSIGNEE'S  SOLE  RISK.

     This  instrument  may  be  executed in any number of counterparts, and each
counterpart  shall be deemed to be an original instrument, but the signature and
acknowledgement pages of any or all of such counterparts may be consolidated and
shall  constitute  but  one  assignment.

     EXECUTED  on  the  date  of  the  acknowledgement  of  Assignor,  but to be
effective  as  of  October  1,  2005.

ASSIGNOR:                              GERALD  W.  GREEN


                                       -----------------------------------



THE  STATE  OF  TEXAS       Sec.
                            Sec.
COUNTY  OF                  Sec.
          ------------------

     BEFORE  ME,  the  undersigned  authority,  on  this day personally appeared
GERALD  W.  GREEN,  an  individual  known  to  me to be the person whose name is
subscribed  to the foregoing instrument, and acknowledged to me that he executed
the  same  for  the  purposes  and  considerations  therein  expressed.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this          day of November, 2005.
                                                ---------


                                        ---------------------------------
                                        Notary  Public,  State  of  Texas

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