PURCHASE AND SALE AGREEMENT


                                 BY AND BETWEEN


                      PENNACO ENERGY, INC. (AS "SELLER"),


                     CEP - M PURCHASE, LLC (AS "PURCHASER")

                                      AND

                      CURRENT ENERGY PARTNERS CORPORATION
                                (AS "GUARANTOR")





                         EFFECTIVE DATE OF JULY 1, 2010













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ARTICLE  1 PROPERTY DESCRIPTION                                    1
1.1.     PURCHASE AND SALE                                         1
1.2.     THE PROPERTY                                              1
1.3.     EXCLUSIONS FROM THE PROPERTY                              3
1.4.     OWNERSHIP OF PRODUCTION FROM THE PROPERTY                 5

ARTICLE 2                                                          5
2.1.     PURCHASE PRICE                                            5
2.2.     ADJUSTMENTS AT CLOSING                                    6
2.3.     ADJUSTMENTS AFTER CLOSING                                 7
2.4.     PAYMENT METHOD                                            8
2.5.     PRINCIPLES OF ACCOUNTING                                  8
2.6.     REPORTING VALUE OF THE PROPERTY                           8
2.7.     SECTION 1031 EXCHANGE                                     8

ARTICLE 3 REPRESENTATIONS AND WARRANTIES                           9
3.1.     RECIPROCAL REPRESENTATIONS AND WARRANTIES                 9
3.2.     ASSIGNOR'S REPRESENTATIONS AND WARRANTIES                 9
3.3.     ASSIGNEE'S REPRESENTATIONS AND WARRANTIES                10
3.4.     LIMITATION AS TO ENVIRONMENTAL MATTERS                   11
3.5      NOTICE OF CHANGES                                        12
3.6      REPRESENTATIONS AND WARRANTIES EXCLUSIVE                 12

ARTICLE 4 DISCLAIMER OF WARRANTIES                                12
4.1      TITLE; ENCUMBRANCES                                      12
4.2.     CONDITION AND FITNESS OF THE PROPERTY                    12
4.3.     INFORMATION ABOUT THE PROPERTY                           13
4.4.     INFORMATION IN EXHIBITS                                  13
4.5.     APPOINTMENT AS OPERATOR                                  13
4.6.     SUBROGATION OF WARRANTIES                                13
4.7      DISCLAIMERS DEEMED CONSPICUOUS                           14

ARTICLE 5 DUE DILIGENCE REVIEW AND OTHER PRE-CLOSING ACTIVITIES   14
5.1.     RECORDS REVIEW                                           14
5.2.     PHYSICAL INSPECTION                                      14
5.3      ENVIRONMENTAL ASSESSMENT                                 14
5.4.     BONDING                                                  15
5.5      PREFERENTIAL RIGHTS AND CONSENTS TO ASSIGN               15
5.6.     TITLE DEFECTS                                            16



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5.7      CASUALTY LOSSES AND GOVERNMENT TAKINGS                   19
5.8.     TERMINATION DUE TO IMPAIRMENTS TO THE PROPERTY           20
5.9.     HART-SCOTT-RODINO                                        20
5.10     TRAILBLAZER CAPACITY                                     20
5.10     TRAILBLAZER CAPACITY                                     21

ARTICLE 6 CLOSING AND POST-CLEANING OBLIGATIONS                   21
6.1      CLOSING DATE                                             21
6.2.     CONDITIONS TO CLOSING                                    21
6.3.     CLOSING                                                  22
6.4.     POST-CLOSING OBLIGATIONS                                 24

ARTICLE7 ASSUMED AND RETAINED RIGHTS AND OBLIGATIONS              26
7.1      PURCHASER'S RIGHTS AFTER CLOSING                         26
7.2      PURCHASER'S OBLIGATIONS AFTER CLOSING                    26
7.3      SELLER'S OBLIGATIONS AFTER CLOSING                       28
7.4.     PLUGGING AND ABANDONMENT OBLIGATIONS                     29
7.5.     ENVIRONMENTAL OBLIGATIONS                                30

ARTICLE 8 INDEMNITIES                                             31
8.1.     DEFINITION OF CLAIMS                                     31
8.2.     APPLICATION OF INDEMNITIES                               31
8.3.     PURCHASER'S INDEMNITY                                    32
8.4      SELLER'S INDEMNITY                                       32
8.5.     NOTICES AND DEFENSE OF INDEMNIFIED CLAIMS                33
8.7.     NORM                                                     33
8.8.     PENDING LITIGATION AND CLAIMS                            33
8.9.     WAIVER OF CONSEQUENTIAL AND PUNITIVE DAMAGES             33

ARTICLE 9 TAXES AND EXPENSES                                      34
9.1.     RECORDING EXPENSES                                       34
9.2.     AD VALOREM, REAL PROPERTY AND PERSONAL PROPERTY TAXES    34
9.3.     SEVERANCE TAXES                                          34
9.4.     TAX AND FINANCIAL REPORTING                              34
9.5.     SALES AND USE TAXES                                      35
9.6.     INCOME TAXES                                             35
9.7.     INCIDENTAL EXPENSES                                      35
9.8.     IBGP TAX PARTNERSHIP                                     35

ARTICLE 10 MISCELLANEOUS                                          35
10.1.    PRODUCTION IMBALANCES                                    35
10.2     ALTERNATIVE DISPUTE RESOLUTION                           35
10.3.    SURVIVAL OF REPRESENTATIONS, WARRANTIES                  38
10.4.    CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS                 38
10.5     SUSPENSE ACCOUNTS                                        38
10.6.    SELLER'S MARKS AND LOGOS; POST-CLOSING INSPECTIONS       39
10.7.    NOTICES                                                  39

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10.8.    EFFECTIVE DATE                                           40
10.9.    ASSIGNMENT                                               40
10.10.   ENTIRE AGREEMENT AND AMENDMENT                           40
10.11.   SUCCESSORS AND ASSIGNS                                   40
10.12.   THIRD PARTY BENEFICIARIES                                40
10.13.   SEVERABILITY                                             40
10.14.   COUNTERPARTS                                             40
10.15.   GOVERNING LAW                                            40
10.16.   EXHIBITS                                                 41
10.17.   WAIVER                                                   41
10.18.   INTERPRETATION                                           41
10.19.   DEFAULT AND REMEDIES                                     42
10.20    U.S. PROHIBITED PARTIES LIST                             42

ARTICLE 11 EMPLOYEE MATTERS                                       43
11.1     EMPLOYEES                                                43
11.2     EMPLOYMENT OFFERS                                        43
11.3     TRANSFER TIME                                            43
11.4     WARN ACT                                                 44

EXHIBITS                                                          45













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                          PURCHASE AND SALE AGREEMENT

This  Purchase  and Sale Agreement (the "AGREEMENT"), dated effective as of July
1,  2010  (the  "EFFECTIVE  DATE") by and among Pennaco Energy, Inc., a Delaware
corporation,  ("SELLER"),  CEP  -  M Purchase, LLC, a Delaware limited liability
company  ("PURCHASER"  and,  together  with  Seller,  the "PARTIES") and Current
Energy  Partners  Corporation  (as  "GUARANTOR")


                                   RECITALS:
                                   --------

WHEREAS,  Seller owns an interest in certain producing and non-producing oil and
gas  properties  in the Fairway area in Campbell, Johnson and Sheridan Counties,
Wyoming,  together  with  related  facilities  and  contractual  rights,  and

WHEREAS,  Seller  desires  to  sell  and  Purchaser  desires  to purchase all of
Seller's  right,  title and interest in and to the Property (as defined herein),
in  accordance  with  and  subject to the terms and conditions set forth in this
Agreement,

IN CONSIDERATION of the above recitals, the benefits to be derived by each party
under  this Agreement and other good and valuable consideration, the receipt and
sufficiency  of which are hereby acknowledged, Seller and Purchaser hereby agree
as  follows:


                         ARTICLE 1 PROPERTY DESCRIPTION
                                   --------------------

1.1.  PURCHASE  AND  SALE.  Subject to the limitations, conditions, reservations
agreements  and  exceptions  set  forth  in  this  Agreement, Seller shall sell,
convey,  and  assign  to  Purchaser  and  Purchaser shall purchase, acquire, and
accept  from  Seller  one  hundred  percent  (100%) of Seller's right, title and
interest  in,  to  and  under  the  Property.

1.2  THE  PROPERTY.  As  used  herein,  the "PROPERTY" shall include one hundred
percent  (100%)  of  Seller's right, title and interest in, to, under or derived
from  the following described property rights and interests, SAVE and EXCEPT the
Excluded  Assets:

1.2.1.     The  oil,  gas  and  mineral  leases  described  in  Exhibit A-1 (the
                                                                -----------
"LEASES"),  INSOFAR AND ONLY INSOFAR as those leases cover and include the lands
described  in  Exhibit  A-1  and  specifically  limited to the interval from the
surface  to  a  depth  defined  as  the base of the Tertiary Paleocene Ft. Union
formation;

1.2.2.     All  rights,  obligations and interests in any unit or pooled area in
which  the Leases are included, to the extent that these rights, obligations and
interests  arise  from  and  are  associated with the Leases or Wells, including
without  limitation,  all  rights  and obligations derived from any unitization,
pooling,  operating,  communitization or other agreement or from any declaration
or  order  of  any  governmental  authority,  as  described in Exhibit A-2, (the
                                                               -----------
"UNITS", and collectively with the Leases and Royalty Interest, the "OIL AND GAS
PROPERTIES");


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     1.2.3.  Ail  oil, gas and condensate wells, monitoring wells, water source,
water injection and other injection or disposal wells and systems located (a) on
the  Leases  or  lands unitized or pooled with the Leases, or (b) on other lands
included  in  the  Property  held  for  use  in  connection with the Oil and Gas
Properties,  pursuant  to  a  surface  contract  or  lease, in all cases whether
producing,  not  producing, shut-in or abandoned SAVE AND EXCEPT the Pennaco P&A
Wells and the Pennaco Monitoring Wells (the "WELLS"); the term "Wells" includes,
but  is  not  limited  to,  the  wells  listed  in  Exhibit  A-3;
                                                    ------------

1.2.4  All  natural  gas, other hydrocarbons, and other minerals or materials of
every kind and description (collectively, the "HYDROCARBONS"), that are produced
from  or  attributable  to the Oil and Gas Properties and/or the Wells after the
Effective  Date;

1.2.5.  All  equipment  and  ail facilities, including, but not limited to, flow
lines,  pipelines,  gathering  systems  (from  the wellhead to the outlet of the
central  delivery  point), water disposal drip systems, well pads, improvements,
outfalls,  SCADA  equipment  and  transmitters,  fixtures,  and  other  personal
property  either  (a) located (i) on the Leases or lands unitized or pooled with
the  Leases,  or  (ii)  on  other lands included in the Property held for use in
connection  with  the  Oil and Gas Properties, pursuant to a surface contract or
lease, or (b) used solely and directly in developing or operating the Leases and
Wells,  or  producing, storing or transporting Hydrocarbons or produced water on
and  from  the  Leases  (collectively,  the  "PERSONAL  PROPERTY");

1.2.6  To  the extent assignable or transferable, all reservoirs, pits, outfalls
and  similar  facilities used solely and directly in developing or operating the
Leases and Wells Including facilities used in producing, storing or transporting
produced  water  on  and  from  the  Leases (collectively, the "WATER MANAGEMENT
FACILITIES");  the  term  "Water  Management  Facilities"  includes,  but is not
limited  to,  the  reservoirs,  pits  and  outfalls  listed  in  Exhibit  A-4;
                                                                 ------------

1.2.7.     To  the  extent  assignable  or  transferable,  all  easements,
rights-of-way,  licenses,  permits,  servitudes,  surface  leases,  surface  use
agreements,  water management agreements and similar rights and interests to the
extent  used  directly  in  operating  the  Leases,  Wells,  Water  Management
Facilities,  the  lands  unitized  or  pooled  with  the Leases, or the Personal
Property,  including,  but  not  limited to, those described in Exhibit A-5 (the
                                                                -----------
"PERMITS  AND  EASEMENTS");

1.2.8.     Any  royalty,  overriding royalty, net profits, production payment or
other  interests  in  the  Leases  (the  "ROYALTY  INTERESTS"), INSOFAR AND ONLY
INSOFAR  AS  the Leases cover and include the lands, depths and rights described
in  Exhibit  A-6. including all rights and obligations pertaining to the Royalty
    ------------
Interests  under  any  of  the  Related  Contracts;

1.2.9.     To  the  extent assignable or transferable, all agreements, contracts
and  contractual  rights,  obligations and interests INSOFAR AND ONLY INSOFAR as
they  cover  and  are  attributable  to  the  Oil  and  Gas  Properties,  Wells,
Hydrocarbons,  Personal  Property,  Water Management Facilities, and Permits and
Easements,  including  without  limitation, unit agreements, farmout agreements,
farmin  agreements,  operating  agreements,  water  management  or  disposal
agreements,  sub-drip  irrigation  agreements  and  hydrocarbon sales, purchase,
gathering,  transportation,  treating,  marketing,  exchange,  processing  and
fractionating  agreements  including,  but  not  limited  to, those described in
Exhibit  A-7  (the  "RELATED  CONTRACTS");  and
-------


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     1.2.10.  All other tangibles, miscellaneous interests or other assets on or
used  solely in connection with the Oil and Gas Properties, Wells, Hydrocarbons,
Personal  Property,  Water  Management Facilities and Permits and Easements, and
Related  Contracts,  including,  but not limited to, copies of Records; the term
"RECORDS"  includes  lease  files,  land  files, well files, production records,
division order files, abstracts, title opinions, and contract flies, INSOFAR AND
ONLY INSOFAR as they are directly related to the Property; however, SELLER shall
have  no obligation to furnish PURCHASER any data or information that is subject
to  third  party  disclosure  restrictions.

1.2.11  Mineral  interests  in  and  to  the lands described on Exhibit A-8 (the
"MINERAL  INTERESTS").


1.3 EXCLUSIONS FROM THE PROPERTY Notwithstanding any provision of this Agreement
to  the  contrary, the Property to be conveyed and assigned under this Agreement
does  not  include  the  following:  (the  "EXCLUDED  ASSETS")

1.3.1.     Unless  the  parties  otherwise  agree  in  writing  and enter into a
separate  data  license  agreement,  (i)  seismic,  geological,  geochemical, or
geophysical  data  (including cores and other physical samples or materials from
wells  or  tests)  belonging  to SELLER or licensed from third parties, and (ii)
interpretations  of  seismic,  geological,  geochemical  or  geophysical  data
belonging  to  SELLER  or  licensed  from  third  parties;

1.3.2.     SELLER'S  intellectual  property  used in developing or operating the
Property,  including without limitation, proprietary computer software, computer
software  licensed  from  third  parties,  patents, pending patent applications,
trade  secrets,  copyrights,  names,  marks  and  logos;

13.3.  SELLER'S  right,  title and interest in the Permits and Easements, to the
extent  they  are attributable and allocable to rights and interests retained by
SELLER  (if  any);

1.3.4.     SELLER'S  corporate,  financial  and  tax  records,  and legal files,
except  that  SELLER  will provide PURCHASER with copies of any tax records that
are  necessary  for  PURCHASER'S  ownership,  administration or operation of the
Property;

1.3.5.     Notwithstanding  any  other  provision  of  this  Agreement  to  the
contrary,  any  records  or  information  that  Seller  considers proprietary or
confidential  (including  without  limitation,  employee  information,  internal
valuation  data,  business  plans,  reserve  reports,  transaction proposals and
related  information  and  correspondence,  business studies, bids and documents
protected by any privilege), or which SELLER cannot legally provide to PURCHASER
because  of  third  party  restrictions;

1.3.6.     Trade  credits  and  rebates  from  contractors  and  vendors,  and
adjustments  or  refunds  attributable to SELLER'S interest in the Property that
relate  to  any  period before the Effective Date, including without limitation,
transportation  tax  credits  and  refunds,  tariff refunds, take-or-pay claims,
insurance  premium  adjustments,  and  audit  adjustments  under  the  Related
Contracts;

1.3.7.     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  any  period


<PAGE>
prior  to  the  Effective  Date, (ii) income, franchise and any other taxes, and
(iii)  any  taxes  attributable  to the excluded items described in this Section
1.3;

1.3.8.     Deposits,  cash,  checks  in process of collection, cash equivalents,
accounts and notes receivable and other funds attributable to any periods before
the Effective Date, and security or other deposits made with third parties prior
to  the  Effective  Date;

1.3.9.     All  Claims  arising  from acts, omissions or events, or damage to or
destruction  of  the Property before the Effective Date, and ail rights, titles,
claims and interests of SELLER (i) under any policy or agreement of insurance or
indemnity, (ii) under any bond or letter of credit, or (iii) to any insurance or
condemnation  proceeds  or  awards;

1.3.10.     All  rights,  benefits,  awards, judgments, and settlements, if any,
applicable  to the pending and potential litigation relating to periods prior to
the  Effective Date, and Claims listed on Exhibit C to the extent Seller retains
                                          ---------
responsibility  under  this  Agreement  as  described  on  Exhibit  C;

1.3.11.     All rights to recover any working interest or royalty interest
overpayments for production prior to the Effective Date;

1.3.12 Contracts for support services, building leases and equipment leases
related to the Property (except for those contracts specifically listed as part
of the Related Contracts in Exhibit A);

1.3.13.     Related Contracts insofar as they pertain to oil and gas interests
of SELLER other than the Property being assigned and conveyed to PURCHASER under
this Agreement;

1.3.14.     Any  production  sales  contracts  between  SELLER  and  SELLER'S
affiliates  or  subsidiaries,  and  all  swap,  futures, or derivative contracts
backed  by  or  related  to  the  Hydrocarbons;

1.3.15.     All personal computers, servers and related equipment located in the
Gillette  office  or  the  Sheridan  offices;


1.3.16     All vehicles, wherever located;

1.3.17     All  third  party  equipment  and  property  located  on  or  used in
connection  with  the  Leases,  Wells  or  Units,  including  without limitation
contractor  equipment;


1.3.18.     Any  and all rights of SELLER in and to depths below the base of the
Tertiary  Paleocene  Ft.  Union  formation  (the "DEEP RIGHTS"), including (on a
non-exclusive  basis) all rights of use and access through and over the Property
for the purpose of exploring, drilling, producing, storing and marketing oil and
gas  associated  with  the  Deep  Rights;

1.3.19.     All  wells listed on Exhibit G and subject to Seller's 2010 plugging
                                 ---------
and  abandonment  program  (the  "PENNACO  P&A WELLS") together with any and all
surface  access and other rights reasonable or necessary to plug and abandon the
Pennaco  P&A  wells;


<PAGE>
     1.3.20.     The Gillette office lease, the Sheridan office lease, and all
personal property located at either the Gillette office or the Sheridan office;

1.3.21.     All inventory, wherever located, that is not directly associated
with the ownership or operation of the Property;

1.3.22.     All monitoring wells listed on ExhibitI (the "PENNACO MONITORING
                                           --------
WELLS") together with any and all surface access and other rights reasonable or
necessary to plug and abandon the Pennaco Monitoring Wells; and

1.3.23 All rights, title, claim, benefit and interest in and to the funds held
in escrow in account number 807707575 at First Interstate Bank.

1.4    OWNERSHIP OF PRODUCTION FROM THE PROPERTY

1.4.1.     PRODUCTION  BEFORE  THE  EFFECTIVE  DATE.  SELLER  will  own  all
Hydrocarbons  produced from or attributable to the Property before the Effective
Date.

1.4.2.     PRODUCTION  AFTER  THE  EFFECTIVE  DATE.  PURCHASER  will  own  all
Hydrocarbons  produced  from  or  attributable  to the Property on and after the
Effective  Date.  If  the  Effective Date precedes the Closing Date, SELLER will
sell on PURCHASER'S behalf all Hydrocarbons produced from or attributable to the
Property between the Effective Date and the Closing Date, and SELLER will credit
PURCHASER for the proceeds of these sales as an adjustment to the Purchase Price
at  Closing,  as  provided  in  Section  2.2.  Subject  to  any  continuing sale
obligations  under  the  Related  Contracts,  PURCHASER  may  sell  Hydrocarbons
produced  from  or attributable to the Property on and after the Closing Date as
it  deems  appropriate.

                            ARTICLE 2 CONSIDERATION
                                      -------------

2.1     PURCHASE PRICE

2.1.1.     AMOUNT  DUE  AT  CLOSING.  PURCHASER  will pay SELLER Ten Million and
NO/100  DOLLARS  (U. S. $10,000,000.00) for the Property (the "PURCHASE PRICE"),
adjusted by the Closing adjustments specified in Section 2.2. The Purchase Price
will  be  subject  to  the further post-Closing adjustments specified in Section
2.3.  For  purposes  of  this Agreement and for federal income tax purposes, the
Purchase  Price will be allocated among the various portions of the Property and
among  depreciable  assets  and non-depreciable assets as provided in Exhibit B.

2.1.2.     PERFORMANCE  DEPOSIT.  Upon  execution  of  this Agreement, PURCHASER
shall pay to SELLER seven and one-half percent (7.5%) of the Purchase Price as a
performance deposit ("PERFORMANCE DEPOSIT") on the Property to be transferred to
SELLER  to  assure PURCHASER'S performance under this Agreement. The Performance
Deposit  is  solely to assure the performance of PURCHASER pursuant to the terms
and  conditions  of  this  Agreement.  If PURCHASER refuses or is unable for any
reason  (including  failure  to  obtain  financing)  to close the transaction in
accordance  with  the  terms  of this Agreement, SELLER may, at its sole option,
retain  the  Performance  Deposit  as  agreed  liquidated  damages  and not as a
penalty.  However,  if  this  Agreement  is  terminated  pursuant  to


<PAGE>
the  provisions of Sections 5.8 (Termination Due to Impairments to the Property)
or  10.19.2  (PURCHASER'S  Remedies)  of this Agreement, the Performance Deposit
shall  be  returned  without  interest as provided in this Agreement. If Closing
occurs,  SELLER at its sole option may either (i) return the Performance Deposit
to  PURCHASER,  without  interest,  at Closing, in which case PURCHASER must pay
SELLER the full amount of the Purchase Price at Closing, adjusted as provided in
Section  2.2,  or  (ii)  retain  and  credit  the  Performance  Deposit, without
interest,  against  the  Purchase Price at Closing, in which case PURCHASER must
pay  SELLER  an  amount  equal  to  the  Purchase Price, adjusted as provided in
Section  2.2.,  less  the  Performance  Deposit.

2.2.    ADJUSTMENTS AT CLOSING.

2.2.1.     PRELIMINARY SETTLEMENT STATEMENT. At Closing, the Purchase Price will
be  adjusted  as  set  forth in Sections 2.2.2 and 2.2.3. No later than five (5)
business  days  prior  to  Closing,  SELLER will provide PURCHASER a preliminary
settlement statement identifying adjustments to the Purchase Price to be made at
Closing  (the  "PRELIMINARY  SETTLEMENT  STATEMENT").  SELLER  and  PURCHASER
acknowledge  that  some  items  in  the  Preliminary Settlement Statement may be
estimates  or  otherwise subject to change in the Final Settlement Statement for
the  Property,  to  be  prepared  pursuant  to  Section  2.3.

2.2.2.     UPWARD ADJUSTMENTS. The Purchase Price will be increased by the
following expenses and revenues:


(a)     SELLER'S  share  of  all  actual  production  and  operating  costs  and
expenses,  overhead  charges  under  applicable  operating  agreements,  capital
expenditures  paid  or  incurred  by  SELLER  in  connection  with  ownership or
operation  of  the  Property  (including  without  limitation royalties, minimum
royalties, rentals, and prepaid charges), to the extent they are attributable to
the  Property,  for  the  period on and after the Effective Date; provided that,
with respect to those portions of the Property for which SELLER is a one hundred
percent  (100%)  working  interest owner or for which there is not an applicable
operating  agreement,  overhead  charges shall be deemed to be Eight Hundred and
NO/DOLLARS  (U.  S.  $800.00)  per  well  per  month;

(b)     SELLER'S  share  of  any proceeds from the sale of Hydrocarbons produced
from or attributable to the Property and other income from the Property received
by  PURCHASER, to the extent they are attributable to the ownership or operation
of  the  Property  before  the  Effective  Date;

(c)     Expenses  paid or incurred by Seller after the Effective Date and before
the  Closing  Date  in  connection  with  the  Water  Well  Claims;  and

(d)     Any other increases in the Purchase Price specified in this Agreement or
otherwise agreed in writing between SELLER and PURCHASER prior to or at Closing.

2.2.3.     DOWNWARD ADJUSTMENTS. The Purchase Price will be decreased by the
following expenses and revenues:

(a)  SELLER'S  share  of all actual production and operating costs and expenses,
overhead  charges  under  applicable  operating agreements, capital expenditures

<PAGE>
paid  or  incurred by PURCHASER in connection with ownership or operation of the
Property  (including  without  limitation royalties, minimum royalties, rentals,
and  prepaid  charges),  to the extent they are attributable to the Property for
the  period  before  the  Effective  Date;  provided that, with respect to those
portions  of  the  Property  for  which  SELLER  is a one hundred percent (100%)
working  interest  owner  or  for  which  there  is  not an applicable operating
agreement,  overhead  charges shall be deemed to be Eight Hundred and NO/DOLLARS
(U.  S.  $800.00)  per  well  per  month;

     (b)     SELLER'S  share  of  any  proceeds  from  the  sale of Hydrocarbons
produced  from  or attributable to the Property and other income attributable to
the  Property
and received by SELLER, to the extent they are attributable to the ownership and
operation
of  the  Property  on  or  after  the  Effective  Date;  and

     (c)     Any other decreases in the Purchase Price specified in this
Agreement or otherwise agreed in writing between SELLER and PURCHASER.

2.3    ADJUSTMENTS AFTER CLOSING

2.3.1.     FINAL  SETTLEMENT  STATEMENT.  Within  120 days after Closing, SELLER
will  prepare  a  final settlement statement for the Property containing a final
reconciliation of the adjustments to the Purchase Price specified in Section 2.2
(the  "FINAL  SETTLEMENT STATEMENT"). However, failure of SELLER to complete the
Final  Settlement  Statement within 120 days after Closing will not constitute a
waiver  of any right to an adjustment otherwise due. PURCHASER will have 30 days
after  receiving  the  Final Settlement Statement to provide SELLER with written
exceptions  to  any  items  in  the  Final  Settlement  Statement that PURCHASER
believes  in  good  faith  to be questionable. All items in the Final Settlement
Statement  to  which PURCHASER does not take written exception within the 30-day
review  period  will  be  deemed  correct.

2.3.2.     PAYMENT  OF  POST-CLOSING  ADJUSTMENTS. Any additional adjustments to
the  Purchase Price (including disputed items) will be offset against each other
so that only one payment is required. The party owing payment will pay the other
party the net post-Closing adjustment to the Purchase Price within 10 days after
the  expiration  of  PURCHASER'S  30-day  review period for the Final Settlement
Statement.  However,  the  payment  of any disputed items will be subject to the
further  rights  of  the  parties  under  Section  2.3.3.

2.3.3.     RESOLUTION  OF  DISPUTED  ITEMS. After the completion and delivery of
the  Final Settlement Statement, the parties agree to negotiate in good faith to
attempt  to reach agreement on the amount due with respect to any disputed items
in  the  Final Settlement Statement. If the parties agree on the amount due with
respect  to  any disputed items, and a payment adjustment is required, the party
owing  payment  will  pay the other party within 10 days after the parties reach
agreement.  If the parties are unable to agree on the amount due with respect to
any  disputed  items  within  60  days after SELLER receives PURCHASER'S written
exceptions  to  the Final Settlement Statement, then the parties will attempt to
resolve  their  disagreement  with respect to the disputed items pursuant to the
dispute  resolution  procedure  set  forth  in  Section  10.2.

2.3.4.     FURTHER  REVENUES  AND  EXPENSES.  After  the  completion  of  the
post-Closing  adjustments  under  this Section 2.3, (i) if either party receives
revenues  that  belong  to  the  other  party  under  this  Agreement, the party
receiving  the  revenues  agrees  to  promptly  remit


<PAGE>
those  revenues  to the other party, and (ii) if either party pays expenses that
are  the  responsibility  of  the other party under this Agreement, the party on
whose behalf the expenses were paid agrees to promptly reimburse the other party
for the expenses paid on its behalf upon receiving satisfactory evidence of such
payment.  However,  neither party will be obligated to reimburse the other party
for any such expense in excess of $5,000 unless it has been consulted about that
expense  prior  to  payment,  unless  that  payment was required by a government
agency  or  other  government  entity.

2.4.     PAYMENT  METHOD.  Unless  the  parties  otherwise agree in writing, all
payments  under this Agreement will be by wire transfer in immediately available
funds  to  an  account  designated  by  the  party  receiving  payment.

2.5.     PRINCIPLES  OF  ACCOUNTING.  The  Preliminary  Settlement Statement and
Final  Settlement  Statement  will  be  prepared  in  accordance  with generally
accepted  accounting  principles  in  the petroleum industry and with reasonable
supporting  documentation  for  each  item  in  those  statements.

2.6.     REPORTING  VALUE  OF THE PROPERTY. Neither party will take any position
in  preparing  financial  statements,  tax  returns,  reports to shareholders or
governmental  authorities, or otherwise, that is inconsistent with allocation of
value  for  the  Property  in  Exhibit  B, unless required by law or the parties
otherwise  agree  in writing. The value assigned to each portion of the Property
in  Exhibit  B is hereafter referred to as the "Allocated Value" of that portion
of  the  Property.

2.7.     SECTION 1031 EXCHANGE. SELLER and PURCHASER hereby agree that PURCHASER
shall  have the right at any time prior to Closing to assign all or a portion of
its  rights  under  this  Agreement to a Qualified Intermediary (as that term is
defined  in Section 1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) in order
to  accomplish  the transaction in a manner that will comply, either in whole or
in  part, with the requirements of a like-kind exchange pursuant to Section 1031
of  the  Internal  Revenue  Code of 1986, as amended, ("Code"). Likewise, SELLER
shall  have the right at any time prior to Closing to assign all or a portion of
its  rights  under  this  Agreement  to  a  Qualified  Intermediary for the same
purpose.  In  the  event  either  party  assigns its rights under this Agreement
pursuant  to  this  Section  2.7, such party agrees to notify the other party in
writing  of  such  assignment at or before Closing. If SELLER assigns its rights
under  this  Agreement  for  this  purpose,  PURCHASER  agrees to (i) consent to
SELLER'S  assignment  of its rights in this Agreement, and (ii) pay the Purchase
Price  into a qualified escrow or qualified trust account at Closing as directed
in  writing.  If  PURCHASER  assigns  its  rights  under this Agreement for this
purpose, SELLER agrees to (i) consent to PURCHASER'S assignment of its rights in
this  Agreement,  (ii)  accept  the  Purchase Price from the qualified escrow or
qualified  trust  account  at  Closing,  and (iii) at Closing, convey and assign
directly  to PURCHASER the Property upon satisfaction of the other conditions to
Closing  and other terms and conditions hereof. SELLER and PURCHASER acknowledge
and  agree  that  any  assignment  of this Agreement to a Qualified Intermediary
shall  not  release  either  party  from any of their respective liabilities and
obligations  to  each  other  under  this  Agreement,  and  that  neither  party
represents  to  the  other  that  any  particular tax treatment will be given to
either  party  as  a  result thereof. Notwithstanding the foregoing, the Closing
Date  shall  be  determined  in  accordance  with  Section  6.1.


<PAGE>
                    ARTICLE 3 REPRESENTATIONS AND WARRANTIES
                              ------------------------------

     3.1.     RECIPROCAL  REPRESENTATIONS  AND WARRANTIES. By their execution of
this
Agreement,  SELLER  and  PURCHASER each represent and warrant that the following
statements  are true and accurate as to itself, as of the execution date of this
Agreement,  the
Effective  Date  and  the  Closing  Date.

        3.1.1.     PURCHASER is a wholly owned subsidiary of Guarantor.

3.1.2.     REQUISITE  APPROVALS.  Upon execution of this Agreement, it will have
taken  all  necessary actions pursuant to its articles of incorporation, by-laws
and  other governing documents to fully authorize (i) the execution and delivery
of  this  Agreement and any transaction documents related to this Agreement; and
(ii)  the  consummation  of  the  transaction  contemplated  by  this Agreement.

3.1.3.     VALIDITY  OF  OBLIGATION.  This  Agreement  and all other transaction
documents  it  is  to execute and deliver on or before the Closing Date (i) have
been  duly executed by its authorized representatives; (ii) constitute its valid
and  legally  binding  obligations;  and  (iii)  are  enforceable  against it in
accordance  with  their  respective  terms.

3.1.4.     NO VIOLATION OF CONTRACTUAL RESTRICTIONS. Its execution, delivery and
performance of this Agreement does not conflict with or violate any agreement or
instrument  to which it is a party or by which it is bound, except any provision
contained  in  agreements  customary in the oil and gas industry relating to (I)
the  preferential  right  to  purchase  all or any portion of the Property; (ii)
required  consents  to  transfer  and  related  provisions; (iii) maintenance of
uniform  interest  provisions;  and  (iv)  any  other  third-party  approvals or
consents  contemplated  in  this  Agreement.

3.1.5.     NO VIOLATION OF OTHER LEGAL RESTRICTIONS. Its execution, delivery and
performance  of  this  Agreement  does  not  violate  any law, rule, regulation,
ordinance,  judgment,  decree  or  order to which it or the Property is subject.

3.1.6.     BANKRUPTCY.  There  are no bankruptcy, reorganization or receivership
proceedings  pending,  being  contemplated  by,  or,  to  its  actual knowledge,
threatened  against  it.

3.1.7.     BROKERS FEES. It has not incurred any obligation for brokers, finders
or  similar  fees  for  which  the  other  party  would  be  liable.

3.1.8.     NO  RESTRAINING  LITIGATION.  To  its  knowledge, there is no action,
suit,  proceeding,  claim or investigation by any person, entity, administrative
agency or governmental body pending or, to its knowledge, threatened, against it
before  any  court  or  governmental  agency  that  seeks substantial damages in
connection with, or seeks to restrain, enjoin, materially impair or prohibit the
consummation  of  all or part of the transaction contemplated in this Agreement.

     3.2.     SELLER'S  REPRESENTATIONS AND WARRANTIES. By its execution of this
Agreement,  SELLER  represents  and  warrants  to  PURCHASER  that the following
statements
are true and accurate, as of the execution date of this Agreement, the Effective
Date  and  the
Closing  Date.

<PAGE>
     3.2.1.     MORTGAGES AND OTHER INSTRUMENTS. The transfer of the Property to
PURCHASER  does  not  violate any covenants or restrictions imposed on SELLER by
any  bank  or other financial institution in connection with a mortgage or other
instrument,  and  will not result in the creation or imposition of a lien on any
portion  of  the  Property.

3.2.2.     LAWSUITS  AND CLAIMS. Except as disclosed in Exhibit C and limited by
Section  3.4,  to  SELLER'S  knowledge,  there  is no demand or lawsuit, nor any
compliance  order,  notice of probable violation or similar governmental action,
pending  or  threatened  before  any court or governmental agency that (i) would
result in a material impairment or loss of title to any part of the Property, or
substantial  impairment of the value thereof, or (ii) would materially hinder or
impede  the  operation  of  the  Property.

3.2.3  AUTHORITY  OF  SELLER. SELLER is a corporation duly organized and in good
standing  under  the  laws  of  its state of incorporation, is duly qualified to
carry  on  its business in the states where the Property is located, and has all
the  requisite  power  and  authority  to enter into and perform this Agreement.


3.3.  PURCHASER'S  REPRESENTATIONS  AND  WARRANTIES.  By  its  execution of this
Agreement,  PURCHASER  represents  and  warrants  to  SELLER  that the following
statements  are  true  and accurate, as of the execution date of this Agreement,
the  Effective  Date  and  the  Closing  Date.

3.3.1.     INDEPENDENT EVALUATION. PURCHASER is an experienced and knowledgeable
investor  in the oil and gas business. In making the decision to enter into this
Agreement,  PURCHASER  has  been  advised  by  and  has relied solely on its own
expertise  and  legal, tax, reservoir engineering and other professional counsel
concerning  this  transaction,  the  Property  and  the  value  thereof.

3.3.2.     QUALIFICATION. PURCHASER is now or at Closing will be, and thereafter
will  continue  to  be, qualified to own and, as applicable, operate any federal
oil,  gas and mineral leases, and any oil, gas and mineral leases for all states
in  which  the  Property is located, including meeting all bonding requirements.
Consummating  the  transaction  contemplated  in  this  Agreement will not cause
PURCHASER to be disqualified or to exceed any acreage limitation imposed by law,
statute  or  regulation.

3.3.3.     SECURITIES  LAWS  AND  PURCHASER'S  OTHER  DEALINGS.  PURCHASER  has
complied  with  all  federal and state securities laws applicable to the sale of
the  Property  and will comply with such laws if it subsequently disposes of all
or  any  part  of  the Property. PURCHASER is acquiring the Property for its own
account  and  not  with  a view to, or for offer of resale in connection with, a
distribution  thereof,  within  the  meaning  of  the Securities Act of 1933, 15
U.S.C.  Sec.  77a et seq., and any other rules, regulations, and laws pertaining
to  the distribution of securities. Except for traditional mortgage financing or
structured financings from reputable financial institutions and equity providers
(but,  in  any  case,  only  in one or more transactions that is exempt from the
application  of any registration or qualification requirements of any applicable
federal, state or other securities or "blue sky" laws, as confirmed in a written
opinion  from  outside  counsel  to  PURCHASER),  PURCHASER  has  not  sought or
solicited,  nor  is  PURCHASER  participating with, investors, partners or other
third parties in order to fund the Purchase Price or the Performance Deposit and
to  close  this


<PAGE>
transaction, and ali funds used by PURCHASER in connection with this transaction
are  PURCHASER'S  own  funds.

3.3.4.     GOVERNMENTAL  BONDING.  PURCHASER  is  unaware  of  any  fact  or
circumstance  which would preclude or inhibit unconditional approval of SELLER'S
assignments)  of that portion of the Property which constitutes state or federal
oil,  gas  and  mineral  leases  to PURCHASER, by any federal or state authority
having  jurisdiction,  including meeting existing or increased state and federal
bonding  or  supplemental  security  requirements  of  such  authority.

3.3.5.     BOND QUALIFICATIONS. PURCHASER is unaware of any fact or circumstance
which would preclude or inhibit PURCHASER'S qualification to operate the Leases,
Units,  Wells  and  Water  Management  Facilities for which PURCHASER is seeking
operatorship,  including  meeting  the  existing  or increased state and federal
bonding  or supplemental security requirements of any state or federal authority
having  jurisdiction,  including,  without  limitation,  the Wyoming Oil and Gas
Commission,  the  Wyoming Department of Environmental Quality, the Wyoming State
Engineers  Office,  the  Wyoming  Office of State Lands, and the U. S. Bureau of
Land  Management.

3.3.6.     NO  HOLDING  COMPANY.  PURCHASER is not (i) a "holding company," or a
"subsidiary  company"  of  a  "holding company," or an "affiliate" of a "holding
company"  or  of  a  "subsidiary  company"  of a "holding company," or a "public
utility company" within the meaning of the Public Utility Holding Company Act of
1935,  as amended, or (ii) subject in any respect to the provisions of that act.

3.3.7.     NO  INVESTMENT COMPANY. PURCHASER is not (i) an investment company or
a  company  controlled  by  an  investment  company  within  the  meaning of the
Investment  Company  Act  of 1940, as amended, or (ii) subject in any respect to
the  provisions  of  that  act.


3.3.8     AUTHORITY  OF PURCHASER. PURCHASER is a limited liability company duly
organized  and in good standing under the laws of Delaware, is duly qualified to
carry  on  its business in the states where the Property is located, and has all
the  requisite  power  and  authority  to enter into and perform this Agreement.

3.3.9     INTERSTATE  PIPELINE  CREDITWORTHINESS.  PURCHASER has reviewed tariff
and  credit  requirements for Trailblazer and WIC, and PURCHASER is not aware of
any  fact  or  circumstance  which  would  preclude  or  inhibit  PURCHASER'S
qualification  as  a  replacement  shipper  on  Trailblazer  and  WIC.


3.4.  LIMITATION AS TO ENVIRONMENTAL MATTERS. The warranties and representations
of  SELLER  in  this Article 3 do not extend to environmental matters, including
without limitation, permits, compliance with environmental laws and regulations,
and  environmental  Claims  pertaining  to  the  Property.  All  liabilities and
obligations  of  SELLER  and  PURCHASER  with  respect to environmental matters,
permits,  compliance  with environmental laws and regulations, and environmental
Claims pertaining to the Property will be governed solely and exclusively by the
provisions  of Sections 5.3, 7.4, 7.5, 8.3 and 8.4, regardless of the warranties
or  representations  in  this  Article  3.

<PAGE>
     3.5     NOTICE OF CHANGES. Prior to Closing, SELLER and PURCHASER will each
give  the  other prompt written notice of any matter materially affecting any of
their  representations  or warranties under this Article 3 or rendering any such
warranty  or  representation  untrue  or  inaccurate.

3.6     REPRESENTATIONS  AND  WARRANTIES  EXCLUSIVE.  All  representations  and
warranties  contained  in  this Agreement (including without limitation those in
this Article 3 are exclusive, and are given in lieu of all other representations
and  warranties,  express  or  implied.


                      ARTICLE 4 WARRANTIES AND DISCLAIMERS
                                --------------------------

     4.1  TITLE;  ENCUMBRANCES. SELLER CONVEYS THE PROPERTY TO PURCHASER SUBJECT
TO  THE  PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b)), ALL ROYALTIES,
OVERRIDING  ROYALTIES,  BURDENS,  ENCUMBRANCES, AND SURFACE RIGHTS, AND WARRANTS
TITLE  TO  THE LEASES, BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE INDIVIDUAL
PROPERTIES,  AGAINST  ALL  CLAIMS  ARISING BY, THROUGH AND UNDER SELLER, BUT NOT
OTHERWISE.

NOTWITHSTANDING  THE FOREGOING, SELLER EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY
WAIVES,  ALL  WARRANTIES AND REPRESENTATIONS THAT ANY OF THE LEASES IS VALID AND
HAS NOT BEEN FORFEITED OR OTHERWISE LOST BY OPERATION OF THE TERMS OF THE LEASE.
FURTHERMORE,  WITH  RESPECT  TO THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS FOR THE
PIPELINES  AND  WATER  MANAGEMENT  FACILITIES COMPRISING A PART OF THE PROPERTY,
SELLER  EXPRESSLY  DISCLAIMS,  AND  PURCHASER  HEREBY WAIVES, ALL WARRANTIES AND
REPRESENTATIONS  THAT SELLER OWNS THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT
THEY  ARE  IN  FORCE  AND  EFFECT;  THAT  THEY  MAY  BE  ASSIGNED; THAT THEY ARE
CONTIGUOUS;  THAT  SELLER  IS  IN  COMPLIANCE  WITH  THE TERMS OF THE EASEMENTS,
RIGHTS-OF-WAY  AND  PERMITS;  THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES
LIE  WITHIN  THE  EASEMENTS,  RIGHTS-OF-WAY  AND PERMITS; OR THAT THEY GRANT THE
RIGHT  TO  LAY,  MAINTAIN,  REPAIR,  REPLACE,  OPERATE, CONSTRUCT, OR REMOVE THE
PIPELINES  AND  WATER  MANAGEMENT  FACILITIES.  SELLER  EXPRESSLY DISCLAIMS, AND
PURCHASER  HEREBY  WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY
EASEMENTS,  RIGHTS-OF-WAY,  OR  PERMITS  IN FORCE AND EFFECT WITH RESPECT TO THE
PIPELINES  AND WATER MANAGEMENT FACILITIES. If necessary, PURCHASER shall secure
its  own  rights  to  operate  and  maintain  the pipelines and Water Management
Facilities  on  the  lands  of  others  at  its  own  expense.

4.2.  CONDITION  AND  FITNESS  OF THE PROPERTY. Except as expressly set forth in
this  Agreement,  SELLER  CONVEYS THE PROPERTY TO PURCHASER WITHOUT ANY EXPRESS,
STATUTORY  OR  IMPLIED  WARRANTY  OR  REPRESENTATION  OF  ANY  KIND,  INCLUDING
WARRANTIES  RELATING TO (i) THE CONDITION OR MERCHANTABILITY OF THE PROPERTY, OR
(ii)  THE  FITNESS  OF  THE  PROPERTY  FOR  A  PARTICULAR PURPOSE. PURCHASER HAS
INSPECTED,  OR  BEFORE  CLOSING  WILL  INSPECT  OR  WILL  HAVE  BEEN  GIVEN  THE
OPPORTUNITY  TO  INSPECT,  THE  PROPERTY  AND  IS  SATISFIED AS TO THE PHYSICAL,
OPERATING,  REGULATORY  COMPLIANCE,  SAFETY

<PAGE>
AND  ENVIRONMENTAL  CONDITION  (BOTH SURFACE AND SUBSURFACE) OF THE PROPERTY AND
ACCEPTS  THE  PROPERTY  "AS  IS,"  "WHERE  IS," AND "WITH ALL FAULTS" AND IN ITS
PRESENT  CONDITION  AND  STATE OF REPAIR. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING,  SELLER  MAKES  NO  REPRESENTATION  OR  WARRANTY AS TO (I) THE VALUE,
QUALITY, QUANTITY, VOLUME OR DELIVERABILITY OF ANY OIL, GAS OR OTHER MINERALS OR
RESERVES  (IF  ANY) IN, UNDER OR ATTRIBUTABLE TO THE PROPERTY (INCLUDING WITHOUT
LIMITATION  PRODUCTION  RATES,  DECLINE  RATES  AND  RECOMPLETION  OR  DRILLING
OPPORTUNITIES), (ii) GAS BALANCING OR PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR
OTHER  REGULATORY MATTERS, (iii) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE,
SAFETY OR ENVIRONMENTAL CONDITION OF THE PROPERTY, (iv) PROJECTIONS AS TO EVENTS
THAT COULD OR COULD NOT OCCUR, or (v) THE GEOLOGICAL OR ENGINEERING CONDITION OF
THE  PROPERTY  OR  ANY  VALUE  THEREOF.

4.3.     INFORMATION  ABOUT  THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT,  THE  PARTIES  EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY
REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO
THE OTHER PARTY (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY
OPINION, INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH PARTY BY
ANY  EMPLOYEE,  OFFICER,  DIRECTOR,  AGENT,  CONSULTANT, ENGINEER OR ENGINEERING
FIRM,  TRUSTEE,  REPRESENTATIVE,  PARTNER,  MEMBER,  BENEFICIARY, STOCKHOLDER OR
CONTRACTOR  OF  SUCH  DISCLAIMING  PARTY OR ITS AFFILIATES) WHEREVER AND HOWEVER
MADE,  INCLUDING  THOSE  MADE IN ANY DATA ROOM AND ANY SUPPLEMENTS OR AMENDMENTS
THERETO  OR  DURING  ANY  NEGOTIATIONS  WITH  RESPECT  TO  THIS AGREEMENT OR ANY
CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES WITH RESPECT TO THE
PROPERTY.  SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO
THE  ACCURACY,  COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS
FURNISHED TO PURCHASER IN CONNECTION WITH THE PROPERTY. ANY DATA, INFORMATION OR
OTHER RECORDS FURNISHED BY SELLER ARE PROVIDED TO PURCHASER AS A CONVENIENCE AND
PURCHASER'S  RELIANCE  ON  OR  USE  OF  THE  SAME  IS  AT PURCHASER'S SOLE RISK.

4.4.     INFORMATION  IN EXHIBITS. SELLER MAKES NO REPRESENTATION OR WARRANTY AS
TO  THE  COMPLETENESS  OR ACCURACY OF THE INFORMATION CONTAINED IN THE EXHIBITS.

4.5.     APPOINTMENT  AS  OPERATOR.  SELLER  MAKES NO REPRESENTATION OR WARRANTY
THAT  PURCHASER  WILL  BECOME  OPERATOR  OF  ANY  PART OF THE PROPERTY FOLLOWING
CLOSING,  AS  SUCH  MATTERS  WILL  BE  CONTROLLED  BY  THE  APPLICABLE OPERATING
AGREEMENTS AND APPLICABLE FEDERAL OR STATE REGULATORY REQUIREMENTS AND APPROVAL.

4.6.     SUBROGATION  OF WARRANTIES To the extent transferable, SELLER will give
and  grant  to  PURCHASER,  its  successors  and assigns full power and right of
substitution  and  subrogation in and to all covenants and warranties (including
warranties of title) by preceding owners, vendors, or others, given or made with
respect  to the Property or any part thereof prior to the Effective Date of this
Agreement.


<PAGE>
     4.7  DISCLAIMERS DEEMED CONSPICUOUS To the extent required to be operative,
PURCHASER  hereby  agrees  that  the disclaimers of warranties contained in this
Agreement  are  conspicuous  disclaimers  for the purpose of any applicable law,
rule  or  order.


                                   ARTICLE 5
             DUE DILIGENCE REVIEW AND OTHER PRE-CLOSING ACTIVITIES
             -----------------------------------------------------

5.1.     RECORDS REVIEW To allow PURCHASER to confirm SELLER'S title and conduct
other  due  diligence with respect to the Property, SELLER shall give PURCHASER,
and  PURCHASER'S  authorized representatives, at mutually agreeable times before
Closing,  access  during normal business hours to SELLER'S contract, land, lease
and  operational  records, to the extent such records are in SELLER'S possession
and  relate  to  the Property. With SELLER'S permission, PURCHASER may photocopy
such  records  at  its  sole  expense.  PURCHASER  shall  keep  confidential all
information  made  available to PURCHASER until the later of the Closing Date or
the  Effective Date. Any confidentiality agreement previously executed by SELLER
and  PURCHASER  with  respect  to  the Property will continue in force until the
later  of  the  Closing  Date  or  the  Effective Date. PURCHASER shall take all
reasonable steps necessary to ensure that PURCHASER'S authorized representatives
comply with the provisions of this Section 5.1 and any confidentiality agreement
in  effect.

5.2.     PHYSICAL INSPECTION Before Closing, (a) with respect to that portion of
the  Property  operated  by  SELLER,  SELLER  will  permit  PURCHASER  and  its
representatives,  at  their  sole  risk  and  expense,  to  conduct  reasonable
inspections of the Property at times approved by SELLER, and (b) with respect to
that  portion  of  the  Property  not operated by SELLER, SELLER will attempt to
obtain  access  to  the  Property,  in  accordance with the applicable operating
agreements,  for  PURCHASER  and  its  representatives,  at  their sole risk and
expense,  to conduct reasonable inspections of the Property at times approved by
the  operator of the Property. PURCHASER shall repair any damage to the Property
resulting  from  its  inspection  and  shall  indemnify,  defend and hold SELLER
harmless  from  and against any and all Claims arising from PURCHASER inspecting
and  observing  the  Property,  including,  without  limitation,  (a) Claims for
personal  injuries  to  or death of employees of the PURCHASER, its contractors,
agents, consultants and representatives, and damage to the property of PURCHASER
or others acting on behalf of PURCHASER, REGARDLESS OF WHETHER SUCH CLAIMS ARISE
OUT  OF  OR  RESULT  IN  WHOLE OR IN PART, FROM THE CONDITION OF THE PROPERTY OR
SELLER'S  (OR  ITS  EMPLOYEES',  AGENTS', CONTRACTORS', SUCCESSORS' OR ASSIGNS')
SOLE  OR  CONCURRENT  NEGLIGENCE,  STRICT LIABILITY OR FAULT, and (b) Claims for
persona!  injuries  to  or  death  of  employees of SELLER or third parties, and
damage  to  the property of SELLER or third parties, to the extent caused by the
negligence,  gross  negligence  or  willful  misconduct  of  PURCHASER.

5.3  ENVIRONMENTAL  ASSESSMENT.  Prior to execution of this Agreement, PURCHASER
has  received  and  reviewed  the  Due Diligence Investigation for the North and
South  Fairway CBM Development prepared by ARCADIS U.S., Inc. and dated May 2010
(the  "ARCADIS  REPORT." Subject to the other terms of this Agreement, PURCHASER
understands that it will be accepting transfer of the Property "AS IS, WHERE IS"
with regard to environmental condition and without any Purchase Price adjustment
due  to  alleged  or  actual  environmental  condition.

<PAGE>
5.4.  BONDING

5.4.1.  STATE  BONDING  REQUIREMENTS.  PURCHASER agrees to promptly purchase and
post  any  and  all  bonds,  supplemental bonds or other securities which may be
required of it pursuant to the laws, rules and regulations of the state In which
the  Property  is  located.

5.5     PREFERENTIAL RIGHTS AND CONSENTS TO ASSIGN

5.5.1.     NOTICES TO HOLDERS.


(a)     If  any  of the Property is subject to third party preferential purchase
rights,  rights of first refusal, or similar rights (collectively, "PREFERENTIAL
RIGHTS"),  or  third  party  consents to assign or similar rights (collectively,
"CONSENTS"),  SELLER  shall  use reasonable efforts to (i) notify the holders of
the Preferential Rights and Consents that it intends to transfer the Property to
PURCHASER,  (ii)  provide  them  with  any information about the transfer of the
Property  to which they are entitled, and (iii) in the case of Consents, ask the
holders of the Consents to consent to the assignment of the affected Property to
PURCHASER.  For  purposes  of  this Section 5.5, the term "third party" excludes
Seller's  parent,  Marathon  Oil  Company,  and  its  affiliates.

(b)     SELLER  shall  promptly  notify  PURCHASER  whether (i) any Preferential
Rights  are exercised, waived or deemed waived, (ii) any Consents are denied, or
(iii)  the  requisite  time periods have elapsed without any Preferential Rights
being  exercised  or  Consents  being  received.  SELLER  will  not be liable to
PURCHASER  if any Preferential Rights are exercised, or any Consents are denied,
except  as  expressly  provided  in  this  Section  5.5.

5.5.2.     REMEDIES BEFORE CLOSING. If SELLER is unable before Closing to obtain
the required Consents (other than Consents ordinarily obtained after closing and
Consents on surface use, hydrocarbon sales, purchase, gathering, transportation,
treating,  marketing,  exchange,  processing  and  fractionating agreements) and
waivers  of  all  Preferential  Rights,  then as the sole pre-Closing remedy for
same:


(a)     SELLER  and  PURCHASER  by  agreement may proceed with Closing as to the
Property  affected  by  the unwaived Preferential Rights or unobtained Consents,
subject  to the further obligations of SELLER and PURCHASER set forth in Section
5.5.3  in  the event that such Preferential Rights are validly exercised or such
Consents  are  ultimately  denied  after  Closing;  or

(b)     Either  SELLER  or  PURCHASER  will  exclude the affected portion of the
Property from the transaction under this Agreement, adjust the Purchase Price by
the Allocated Value of the excluded Property, and proceed with Closing as to the
rest  of  the  Property.

If  the  unwaived  Preferential  Rights  or  unobtained Consents affect all or a
portion  of  a  unitized,  communitized or pooled Property, for purposes of this
clause,  the  affected  portion of the Property shall be deemed to be the entire
unitized,  communitized  or  pooled  Property.

5.5.3.     REMEDIES AFTER CLOSING.


<PAGE>
     (a)  PREFERENTIAL  RIGHTS. After Closing, if (i) any holder of Preferential
Rights alleges improper notice of sale, or (ii) SELLER or PURCHASER discover, or
any third party alleges, the existence of additional Preferential Rights, SELLER
and  PURCHASER  will  attempt to obtain waivers of those Preferential Rights. If
SELLER  and  PURCHASER are unable to obtain waivers of such Preferential Rights,
and  such  Preferential  Rights  are  not  deemed  waived,  or  the  third party
ultimately  establishes  and  exercises its rights, and such exercise denies the
Property  to  PURCHASER,  then  the  Parties shall address unwaived Preferential
Rights  as  follows:

(i)  To  the  extent that the Preferential Rights are rights of first refusal on
the  same  terms  and  conditions as required by this Agreement, PURCHASER shall
satisfy the Preferential Rights obligations and shall indemnify, defend and hold
SELLER  harmless  from and against any and all Claims arising from or related to
PURCHASER'S  satisfaction of any such Preferential Rights obligations. PURCHASER
shall  be  entitled  to  receive  (and SELLER hereby assigns to PURCHASER all of
SELLER'S  rights  to)  all  proceeds  received by SELLER, in connection with the
sale,  due to an exercise of Preferential Rights, of any portion of the Property
PURCHASER  was  to receive under this Agreement. PURCHASER'S receipt of proceeds
from  the  sale  of  the affected Property shall be PURCHASER'S sole remedy with
respect  to  if  undiscovered or alleged rights of first refusal are established
and  exercised  after  Closing.

(ii)  To the extent the unwaived Preferential Right are not addressed in Section
5.5.3(a)(i)  above, then SELLER and PURCHASER will rescind the assignment of the
affected  Property  under this Agreement, after which SELLER shall pay PURCHASER
the  Allocated  Value  of the affected Property, and PURCHASER shall immediately
reassign  the  affected  Property  to the SELLER free of all liens, burdens, and
encumbrances  arising  by,  through  or  under  PURCHASER.  Rescission  of  the
assignment  of  the  affected Property and receipt of the Allocated Value of the
affected  Property  shall  be PURCHASER'S sole remedy if undiscovered or alleged
Preferential  Rights  (not  covered  in  Section 5.5.3(a)(i))are established and
exercised  after  Closing.


(b) CONSENTS. After Closing, if SELLER or PURCHASER discover, or any third party
alleges, the existence of additional Consents, SELLER and PURCHASER will attempt
to  obtain  waivers  of  those  Consents.  If SELLER and PURCHASER are unable to
obtain waivers of such Consents (other than Consents on surface use, hydrocarbon
sales,  purchase,  gathering,  transportation,  treating,  marketing,  exchange,
processing  and  fractionating  agreements), and such unwaived Consents deny the
affected  Property  to  PURCHASER,  then  SELLER  and PURCHASER will rescind the
assignment  of  the  affected  Property under this Agreement, after which SELLER
shall  pay PURCHASER the Allocated Value of the affected Property, and PURCHASER
shall  immediately  reassign  the  affected  Property  to the SELLER free of all
liens,  burdens,  and  encumbrances  arising  by,  through  or  under PURCHASER.
Rescission  of  the  assignment  of  the  affected  Property  and receipt of the
Allocated  Value  of  the  affected Property shall be PURCHASER'S sole remedy if
undiscovered  or  alleged  Consents  are  established  and denied after Closing.

5.6.    TITLE DEFECTS

5.6.1. CERTAIN DEFINITIONS.

<PAGE>
     (a)     TITLE DEFECTS. For the purposes of this Agreement, a "Title Defect"
means  any  impairment,  encumbrance,  encroachment, irregularity, defect in, or
dispute  concerning  SELLER'S  title to the Property, and that in the reasonable
opinion  of  PURCHASER  would  materially:


(i)     Reduce, impair or prevent PURCHASER from receiving payment from the
purchasers of production from the Property;

(ii)     Reduce  PURCHASER'S  net  revenue  interest  in all or a portion of the
Property  below  that  attributable  thereto  and  set  forth  in  Exhibit  A;

(iii)     increase  PURCHASER'S  working  interest  in  all  or a portion of the
Property  above  that  attributable thereto and set forth in Exhibit A without a
corresponding  and  proportionate  increase  in  net  revenue  interest;  or

(iv)     Restrict  or extinguish PURCHASER'S right to use the Property as owner,
lessee,  licensee  or  permittee,  as  applicable.

Notwithstanding  the foregoing, no Imbalances, or Permitted Encumbrance, nor any
Consents  or  Preferential  Rights  will be considered a Title Defect under this
Section  5.6.

(b)     PERMITTED  ENCUMBRANCES.  The  term  "PERMITTED  ENCUMBRANCE"  means:


(i)     All  Related  Contracts,  agreements,  instruments,  documents,  liens,
encumbrances, and other matters, and the terms and provisions thereof, described
or  referred  to  in  any  Exhibit  or  schedule  attached  hereto;

(ii)     Any  materialman's,  mechanics', repairman's, employees', contractors',
operators', or other similar liens, security interests or charges for liquidated
amounts  arising  in the ordinary course of business incidental to construction,
maintenance,  development,  production  or  operation  of  the  Property, or the
production  or processing of Hydrocarbons therefrom, that are not delinquent or,
if  delinquent,  are  being  contested in good faith by appropriate proceedings;

(iii)     Production  sales  contracts;  division  orders;  contracts  for sale,
purchase,  exchange,  refining,  processing  or  fractionating  of hydrocarbons;
compression  agreements;  equipment  leases;  surface  leases;  unitization  and
pooling  designations,  declarations,  orders  and  agreements;  processing
agreements;  plant  agreements;  pipeline,  gathering,  and  transportation
agreements;  injection,  repressuring,  and recycling agreements; produced water
storage,  transportation  or  disposal  agreements;  other  disposal agreements;
seismic  or  geophysical permits or agreements; and any and all other agreements
which  are ordinary and customary in the oil and gas (including coalbed methane)
exploration,  development,  or  extraction  business;

(iv)     Any liens for taxes not yet delinquent or, if delinquent, that are
being contested in good faith by appropriate proceedings;

(v)     Any  liens  or security interests created by law or reserved in oil, gas
and/or  mineral  leases  for royalty, bonus or rental or for compliance with the
terms  of

(i)
<PAGE>
any Property;

(vi)     Any  easements,  rights-of-way,  servitudes, permits, licenses, surface
leases  and  other rights with respect to surface operations, to the extent such
matters  do not interfere in any material respect with SELLER'S operation of the
portion  of  the  Property  burdened  thereby;

(vii)     All  royalties,  overriding  royalties, net profits interests, carried
interests,  reversionary interests and other burdens, to the extent that the net
cumulative effect of such burdens, as to a particular Property, does not operate
to  reduce  the  Net  Revenue  Interest  of  SELLER  in such Property below that
specified  in  the  applicable  Schedule  to  Exhibit  A;

(viii)     Conventional  rights  of  reassignment  arising  upon  surrender  or
abandonment  of  any  Property;

(ix)     Rights  reserved  to or vested in any governmental authority to control
or  regulate any of the Wells, Units, or Water Management Facilities included in
the  Property  and  all  applicable  laws, rules, regulations and orders of such
authorities  so  long as the same have not been applied to decrease SELLER'S Net
Revenue  Interest  below  the  Net  Revenue  interest  specified  in  Exhibit B;

(x)     Any  other  defects  and  irregularities  affecting  the  Property which
individually  or  in  the aggregate are not such as to interfere materially with
the  operation,  value  or  use  of  the  Property,  taken  as  a  whole;  and



(xi)     All  matters  visible  and  apparent  on  the  ground  or that would be
revealed  by  a  true  and  correct  survey;

(xii)     Lack  of  title to any individual horizons or intervals underlying any
Lease,  which  were  not producing hydrocarbons from that Lease on the Effective
Date,  unless  otherwise  provided  herein;  and

(xiii)     All matters listed on Schedule 5.6.1.


5.6.2.     NOTICE  OF TITLE DEFECTS. PURCHASER will review title to the Property
prior  to  Closing and notify SELLER in writing of any Title Defect it discovers
as soon as reasonably practicable after its discovery, but in no event less than
ten  (10)  business  days before the Closing Date. Such notice shall describe in
reasonable  detail  the Title Defect, include PURCHASER'S reasonable estimate of
the  Title  Defect  Value,  and  include all data and information in PURCHASER'S
possession  or  control  bearing  thereon.  PURCHASER  will  be  deemed  to have
conclusively  waived  any  Title Defect about which it fails to notify SELLER in
writing  at  least  ten  (10)  business  days  before  the  Closing  Date.

5.6.3.     REQUEST  TO  CURE  TITLE  DEFECTS.  If PURCHASER notifies SELLER of a
Title  Defect as provided in Section 5.6.2, PURCHASER may request SELLER to cure
the  Title  Defect, but SELLER will have no obligation to cure any Title Defect.
If  SELLER  agrees to attempt to cure a Title Defect, SELLER must cure the Title
Defect  before  Closing,  unless  the  parties  otherwise  agree  in  writing.


<PAGE>
     5.6.4.  REMEDIES FOR UNCURED TITLE DEFECTS. If PURCHASER notifies SELLER of
any  Title  Defect as provided in Section 5.6.2, and SELLER refuses or is unable
to cure the Title Defect before Closing, then PURCHASER and SELLER will have the
following rights and remedies with respect to the uncured Title Defect(s) in the
Property,  unless  the  parties  otherwise  agree  in  writing.

(a)     PURCHASER may waive the uncured Title Defect and proceed
with Closing.

(b)     If  the  aggregate  value of all uncured, unwaived Title Defects reduces
the  value  of  the  Property  by  an  amount less than five percent (5%) of the
Purchase  Price,  SELLER and PURCHASER will be obligated to proceed with Closing
without  adjustment  to  the  Purchase  Price.

(c)     If  the  aggregate  value of all uncured, unwaived Title Defects reduces
the  value  of the Property by an amount equal to or more than five percent (5%)
of the Purchase Price, either SELLER or PURCHASER may exclude the portion of the
Property affected by the Title Defect from the transaction under this Agreement,
in  which  case  SELLER  and  PURCHASER  will  adjust  the Purchase Price by the
Allocated  Value  of  the  excluded  portion  of  the Property, and proceed with
Closing  as  to  the  rest  of  the  Property.

(d)     In addition to the rights and remedies set forth in subparts (a) through
(c) of this Section 5.6.4, SELLER and PURCHASER will have the termination rights
set  forth  in  Section  5.8.



5.6.5.     EXCLUSIVE  REMEDY. The remedies set forth in this Section 5.6 are the
exclusive remedies under this Agreement for all Title Defect matters, and SELLER
shall  have  no  other  liability  to  PURCHASER  with respect to Title Defects.

5.6.6.     INTEREST  ADDITIONS. If it is determined prior to Closing that SELLER
owns  a net revenue interest in any portion of the Property that is greater than
the  net  revenue  interest  set forth in Exhibit A, the parties shall use their
best  efforts  to  reach  mutual agreement regarding an upward adjustment to the
Purchase  Price on account of the greater interest. If the parties are unable to
agree  on  the amount of the upward adjustment, Closing shall nevertheless occur
and  the  dispute  shall  be resolved under the dispute resolution provisions of
Section  10.2.

5.7    CASUALTY LOSSES AND GOVERNMENT TAKINGS

5.7.1.     DEFINITION  OF CASUALTY LOSS. The term "Casualty Loss" shall mean ail
or  any  part  of  the Property is damaged or destroyed by fire, blowout, flood,
storm,  tornado or other windstorm event, other casualty, other event beyond the
reasonable  control of SELLER, or is taken in condemnation or under the right of
eminent  domain,  or  if  proceedings  for  such  purposes  shall  be pending or
threatened.

5.7.2.     NOTICE  OF CASUALTY LOSSES. If, prior to the Closing Date, a Casualty
Loss occurs, SELLER shall promptly notify PURCHASER in writing of the nature and
extent  of  the  Casualty  Loss.


<PAGE>
     5.7.3. ASSUMPTION OF RISK AND LOSS. PURCHASER will assume all risk and loss
between  the  Effective  Date and the Closing Date due to Casualty Loss and with
respect to any change in the condition of the Property resulting from production
of  Hydrocarbons  through  normal  depletion  (including without limitation, the
watering-out,  casing  collapse  or  sand  infiltration  of  any  well)  and the
depreciation  of  personal  property  through  ordinary  wear  and tear. Neither
Casualty  Loss  nor  any  of  the  other  events or conditions described in this
Section  5.7.3  will  be  cause for any reduction in the Purchase Price, or give
rise  to  any  right  to  terminate this Agreement, except as otherwise provided
herein.

5.8.     TERMINATION DUE TO IMPAIRMENTS TO THE PROPERTY

5.8.1.     RIGHT TO TERMINATE.


(a)     If,  on  the  Closing  Date,  the  Allocated Value of all Property to be
excluded  from  the  transaction contemplated by this Agreement due to unwaived,
uncured  Title Defects exceeds ten percent (10%) of the total Allocated Value of
all  of  the  Property, either SELLER or PURCHASER may terminate this Agreement,
and  neither  party will have any further obligation to conclude the transfer of
the  Property  under  this  Agreement.

(b)     If,  on  or  before  the Closing Date, a Casualty Loss has occurred with
respect to the Property, and the agreed cost to repair or replace the portion of
the Property affected by the Casualty Loss equals or exceeds twenty-five percent
(25%)  of  the  Purchase  Price,  then  SELLER may terminate this Agreement, and
neither  party  will have any further obligation to conclude the transfer of the
Property  under this Agreement. PURCHASER shall have the same right to terminate
this Agreement in the event of such Casualty Loss, with neither party having any
further  obligation  to  conclude  the  transfer  of  the  Property  under  this
Agreement,  unless  SELLER  agrees within ten (10) business days of the Casualty
Loss  that, following Closing, SELLER will restore the Property to its condition
prior  to  the Casualty Loss, at SELLER'S sole expense. If SELLER does so agree,
SELLER  shall  transfer  to PURCHASER the Property notwithstanding such Casualty
Loss, without adjustment to the Purchase Price, and SELLER shall retain all sums
paid  to  SELLER  as insurance proceeds, awards or other payments arising out of
such  Casualty  Loss.

5.8.2.     NOTICE  OF  TERMINATION.  Any party exercising a right of termination
under this Section 5.8 must notify the other party in writing no later than five
(5)  business  days  before  the  Closing Date of its election to terminate this
Agreement.

     5.9.     HART-SCOTT-RODINO.  This  Agreement  is subject in all respects to
and
conditioned  upon  compliance  by  the  parties  with  Title  II  of  the
Hart-Scott-Rodino  Antitrust
Improvements  Act  of  1976  (the  "Hart-Scott-Rodino  Act"),  and  rules  and
regulations
promulgated pursuant thereto, to the extent that said act, rules and regulations
are  applicable
to the transaction contemplated by this Agreement. PURCHASER and SELLER agree to
make
such  filings  with and provide such information to the Federal Trade Commission
and  the
Department  of  Justice  with  respect  to  the transaction contemplated by this
Agreement  as  are
required in connection with the Hart-Scott-Rodino Act sufficiently in advance of
the  Closing
Date to permit the lapse of the initial waiting periods prescribed in connection
with  the  Hart-
Scott-Rodino  Act  before  the  Closing  Date.

  5.10   TRAILBLAZER CAPACITY. Trailblazer Pipeline Company, LLC ("TRAILBLAZER")
                                                                             may

<PAGE>
be  required to obtain FERC approval in order to release the capacity associated
with  the  Property  to  Purchaser.  Seller  and  Purchaser  agree  to  support
Trailblazer's  application  to  obtain  FERC approval of an appropriate capacity
release  on  the  Trailblazer  pipeline,  and  Purchaser  further agrees to be a
replacement  shipper for Trailblazer in support of its application. In the event
Trailblazer  is  unable to secure an appropriate release of SELLER'S capacity on
the  Trailblazer  pipeline  on  or  before  the Closing Date, Seller will not be
obligated  to  close.

5.11 WIC CAPACITY. PURCHASER agrees to be the prearrange shipper for a permanent
capacity release for SELLER'S capacity on Wyoming Interstate Company ("WIC"). In
the  event  PURCHASER  is  unable  to  secure an appropriate capacity release of
SELLER'S  capacity  on  WIC  on  or  before the Closing Date, Seller will not be
obligated  to  close.







                                   ARTICLE 6
                     CLOSING AND POST- CLOSING OBLIGATIONS
                     -------------------------------------

6.1  CLOSING  DATE  The  actions  and  events  described  in Section 6.3 are the
"Closing"  of this transaction, which shall be held beginning at 9:00 a.m. local
time  at  SELLER'S offices located at 5555 San Felipe Road, Houston, Texas 77056
on  September  15, 2010, or on such earlier or later date or at such other place
as  the parties agree in writing ("Closing Date"). Time is of the essence in the
performance  of  this  Agreement.  All events of Closing shall each be deemed to
have  occurred  simultaneously  with  the  other,  regardless  of  when actually
occurring,  and each shall be a condition precedent to the other. If the Closing
occurs,  all  conditions  of  Closing  shall be deemed to nave been satisfied or
waived (but SELLER'S and PURCHASER'S warranties and representations shall not be
waived  and  shall survive the Closing, to the extent provided in Section 10.4).

6.2.  CONDITIONS  TO  CLOSING  Neither SELLER nor PURCHASER will be obligated to
close  the  transaction  described in this Agreement, and will have the right to
terminate  this  Agreement, unless each of the conditions to its performance set
forth  in  this Section 6.2 is satisfied as of the Closing Date, or it waives in
whole  or  part  any such condition to its performance that is unsatisfied as of
the  Closing  Date.  If  a  party  elects  to terminate this Agreement because a
condition  to  its performance is not satisfied, the terminating party must give
the  other  party  written  notice of termination on or before the Closing Date,
after  which  neither  party  will  have  any further obligation to conclude the
transfer  of  the Property under this Agreement. The inclusion in this Agreement
of  conditions  to SELLER'S and PURCHASER'S obligations at Closing shall not, in
and  of  itself,  constitute a covenant of either SELLER or PURCHASER to satisfy
the  conditions  to  the  other  party's  obligations  at  Closing.

6.2.1. REPRESENTATIONS AND WARRANTIES.

(a) SELLER will not be obligated to close if, as of the Closing Date, any matter
represented  or  warranted  in  this  Agreement  by  the  PURCHASER  is  untrue,
inaccurate  or  is  misleading  in  any  material  respect.

<PAGE>
     (b)  PURCHASER  will  not be obligated to close if, as of the Closing Date,
any  matter  represented or warranted in this Agreement by the SELLER is untrue,
inaccurate  or  is  misleading  in  any  material  respect.

6.2.2   PERFORMANCE OF OBLIGATIONS.

(a)     SELLER  will  not  be  obligated  to  close  if, as of the Closing Date,
PURCHASER  has not performed all obligations under this Agreement that PURCHASER
is  required  to  perform  on  or  before  Closing.

(b)     PURCHASER  will  not  be  obligated to close if, as of the Closing Date,
SELLER  has  not  performed  all obligations under this Agreement that SELLER is
required  to  perform  on  or  before  Closing.

6.2.3. LEGAL PROCEEDINGS. Neither party will be obligated to close if, as of the
Closing  Date,  any suit or other proceeding is pending or threatened before any
court  or governmental agency seeking to restrain, prohibit, or declare illegal,
or  seeking  substantial damages in connection with, the transaction that is the
subject  of  this  Agreement,  or there is reasonable basis for any such suit or
other  proceeding,

6.2.4     FTC  CONSENT.  Neither  party will be obligated to close if, as of the
Closing Date, any necessary consent of the Federal Trade Commission or any other
state  or  federal  governmental  authority  relating to the consummation of the
transaction  contemplated  by  this  Agreement  has  not been obtained or waived
(except  for  approvals covered by Section 6.4.3), or applicable waiting periods
prescribed  by  the  Hart-Scott-Rodino  Act  have  not  elapsed  or  terminated.

6.2.5     ONE  CLOSING.  SELLER  will not be obligated to close if PURCHASER has
made an election under this Agreement or some other event has occurred that will
prevent  SELLER  from Closing on, or will cause SELLER to be unable to close and
convey,  all  of  the Property at one Closing and to receive at such Closing the
entire  Purchase  Price,  adjusted  as  provided  in Section 2.2, and to be paid
pursuant  to  Section  6.3.

6.3.  CLOSING.  At  Closing,  the  following  events  shall occur and SELLER and
PURCHASER  shall  execute,  acknowledge  (if  necessary),  and  exchange,  as
applicable,  the  following  items:

(a)     Both parties at Closing shall execute a Preliminary Settlement Statement
evidencing  the  amounts  to  be  wire  transferred  into  the  accounts of each
receiving  party  at  Closing;

(b)     PURCHASER shall deliver to SELLER the Purchase Price, as adjusted by the
amount  shown  on  the  Preliminary  Settlement  Statement,  by wire transfer in
immediately  available  funds  to the account of SELLER designated in writing by
SELLER  prior  to  Closing;

(c)     If SELLER elects to return the Performance Deposit, SELLER shall deliver
to  PURCHASER  the  Performance  Deposit  without  interest, by wire transfer in
immediately available funds to the account of PURCHASER designated in writing by


<PAGE>
PURCHASER prior to Closing;

(d)     The  parties  shall  execute,  SELLER  shall deliver and PURCHASER shall
accept  the  assignment documents (in sufficient counterparts for recording) for
the  assignment  and  conveyance  of  the  Property to be transferred under this
Agreement  substantially  in  the  form  set forth in Exhibit D (the "ASSIGNMENT
DOCUMENTS");

(e)     SELLER shall execute and deliver a Non-Foreign Affidavit in the
Form of Exhibit E;

(f)     SELLER shall deliver to PURCHASER a photocopy of the letters from SELLER
to  its  co-owners  in  the  portions  of the Property it operates, resigning as
operator  for  those  portions  of  the  Property;

(g)     if  PURCHASER  is attempting to succeed SELLER as operator of any of the
Property,  PURCHASER shall prepare and the parties shall execute (i) appropriate
change of operator notices and any third party ballots required under applicable
operating agreements, and (ii) all applicable forms and declarations required by
federal  and  state agencies (including, without limitation, U.S. Bureau of Land
Management,  Wyoming  Oil  and  Gas  Commission,  Wyoming Office of State Lands,
Wyoming State Engineers Office, and Wyoming Department of Environmental Quality)
relative  to  PURCHASER'S  assumption  of  operations;

(h)     PURCHASER  shall  deliver  to  SELLER  any  ratification  and  joinder
instruments  required  to  transfer  the  rights,  obligations  and interests in
applicable  Related  Contracts;

     (i)     SELLER  and  PURCHASER  shall  execute,  acknowledge  (if
necessary)  and  exchange, as applicable, any applications necessary to transfer
to
PURCHASER  all  transferable  regulatory  or  governmental  permits to which the
Property  is
subject,  and  which  SELLER  has  agreed  to  transfer  under  this  Agreement;

(j)  PURCHASER  shall  furnish  SELLER  with  evidence acceptable to SELLER that
PURCHASER  is  qualified to hold title to the Leases and other Property with any
federal  or  state  agencies,  as  applicable,  and to operate (should PURCHASER
become  the  operator of the Property or a portion thereof) the Wells, pipelines
and  facilities  associated  therewith (including, without limitation, pipelines
and Water Management Facilities), including copies of all PURCHASER'S ownership,
operational,  and  plugging  bonds for the Property, as provided in Section 5.4;

(k)  PURCHASER  shall  furnish SELLER with a certified resolution or secretary's
certificate  of  PURCHASER  evidencing  the authority of PURCHASER to enter into
this  Agreement  and  close  the  transaction  contemplated hereby in a form and
having  content  satisfactory  to  SELLER;

(l)  SELLER  shall  furnish  PURCHASER  with  letters in lieu of transfer orders
directing  all  purchasers  of production from the Property to pay PURCHASER the
proceeds of Hydrocarbons produced from the Property from and after the Effective
Date;

     (m)   The parties shall execute and deliver any other appropriate

<PAGE>
assignments,  bills  of  sale,  deeds  or  instruments necessary to transfer the
Property  to  PURCHASER or to effect and support the transaction contemplated in
this Agreement, including, without limitation, any conveyances on official forms
and  related  documentation  necessary  to transfer the Property to PURCHASER in
accordance  with  requirements  of  governmental  regulations;  and

(n)  Current  Energy  Partners  Corporation shall provide a parent guaranty with
respect  to  the  obligations  of  PURCHASER  assumed  under  this  Agreement
substantially  in  the  form  set  forth  in  Exhibit  J;  and

(o)  PURCHASER  shall furnish SELLER with a written opinion from outside counsel
to  PURCHASER  as  required  by  Section  3.3.3.

6.4.    POST-CLOSING OBLIGATIONS. SELLER and PURCHASER have the following
post-Closing obligations:

6.4.1.     RECORDS.  Within ninety (90) days after Closing, SELLER shall deliver
to  PURCHASER  copies  of  the  Records,  at a location designated by PURCHASER.
Copies  shall  be  in  paper  or  electronic form. Any third-party copying costs
incurred  by  SELLER,  and  any  transportation,  postage or delivery costs from
SELLER'S  offices shall be at PURCHASER'S sole cost, risk and expense. PURCHASER
shall  have  the  right  to access and review the original Records during normal
business  hours.  SELLER  agrees  to maintain the original Records for seven (7)
years  after  Closing.  SELLER  shall  provide PURCHASER and its representatives
reasonable  access to and the right to copy such Records for the purposes of (a)
preparing  and  delivering  any  accounting  provided  under  this Agreement and
adjusting,  prorating  and  settling  the  charges  and credits provided in this
Agreement;  (b) complying with any law, rule or regulation affecting PURCHASER'S
interest  in the Property after the Closing Date; (c) preparing any audit of the
books  and  records  of  any third party relating to PURCHASER'S interest in the
Property  after  the  Closing  Date, or responding to any audit prepared by such
third parties; (d) preparing tax returns; (e) responding to or disputing any tax
audit;  or  (f)  asserting,  defending  or  otherwise  dealing with any claim or
dispute  under  this Agreement. SELLER agrees to use all reasonable efforts, but
without  any obligation to incur any cost or expense in connection therewith, to
cooperate  with  PURCHASER'S efforts to obtain access to files, records and data
relating  to  the Property not provided by SELLER which are in the possession of
any  third  party  operator  of  any  of  the  Property.

6.4.2.     RECORDING.  PURCHASER,  within  thirty (30) days after Closing, shall
record  all Assignment Documents and all other instruments that must be recorded
to  effectuate  the transfer of the Property and shall provide SELLER a recorded
copy of each Assignment Document and other recorded instruments, as soon as they
are  available.

6.4.3.     GOVERNMENTAL APPROVALS.

(a)  FEDERAL  AND  STATE  APPROVALS.  PURCHASER,  within  thirty (30) days after
Closing,  shall  file  for  approval with the applicable government agencies all
Assignment  Documents and other state and federal transfer documents required to
effectuate the transfer of the Property. PURCHASER further agrees promptly after
Closing  to  take  all other actions required of it by federal or state agencies
having jurisdiction to obtain all requisite regulatory approvals with respect to
this  transaction,  and  to  use  its  best  efforts to obtain the unconditional
approval by such federal or state agencies, as applicable, of (i) the Assignment
Documents  requiring  federal  or  state  approval  in order for PURCHASER to be

<PAGE>
recognized by the federal or state agencies as the owner of the Property, and
(ii) in the event PURCHASER is elected successor operator under the operating
agreements applicable to any of the Property, its qualification as the operator
of record with respect to that portion of the Property for which it is seeking
operatorship, together with any necessary rights of use and easements as to the
pipeline(s) and Water Management Facilities included in the Property. PURCHASER
shall provide SELLER approved copies of the Assignment Documents and other state
and federal transfer documents as soon as they are available.

(b)     TITLE  PENDING  GOVERNMENTAL  APPROVALS.  Until  all of the governmental
approvals  provided  for  in this Section 6.4.3 have been obtained by PURCHASER,
the  following  shall  occur  with  respect  to  the  affected  Property:


(i)     SELLER  shall  continue  to hold record title to the affected Leases and
other  affected  Property  as  nominee  for  PURCHASER;

(ii)     PURCHASER  shall  assume  responsibility for all of PURCHASER'S Assumed
Obligations  with  respect to the affected Leases and other affected Property as
if  PURCHASER  were the record owner of such Leases and other Property as of the
Effective Date, and shall indemnify SELLER with respect to all Claims arising in
connection with the ownership or operation of such Leases and other Property, as
provided  in  Section  8.3;

(iii)     SELLER shall act as PURCHASER'S nominee but shall be authorized to act
only  upon and in accordance with PURCHASER'S specific written instructions, and
SELLER  shall  have  no  authority,  responsibility or discretion to perform any
tasks  or  functions  with  respect  to  the  affected Leases and other affected
Property  other  than  those  which  are purely administrative or ministerial in
nature,  unless  otherwise specifically requested and authorized by PURCHASER in
writing;  and

(iv)     If  SELLER  continues to operate the affected Leases and other affected
Property  pending  such  approval, SELLER and PURCHASER will have the rights and
obligations  with respect to the operation of such Leases and other Property set
forth  in  Article  10.

(c)     DENIAL  OF  REQUIRED  GOVERNMENTAL  APPROVALS.  If  the federal or state
agency  refuses  to  approve  the  Assignment  Documents as contemplated by this
Section  6.4.3,  or  fails  to  do  so  within twenty-four (24) months after the
Closing  Date,  SELLER  may continue to hold record title to the affected Leases
and  other affected Property as PURCHASER'S nominee or at SELLER'S option it may
cancel  and terminate this Agreement and all its obligations hereunder as to the
affected  Leases  and other affected Property by giving thirty (30) days written
notice to PURCHASER. Upon such termination: (i) this Agreement shall be null and
void  and terminated as to the affected Leases and other affected Property, (ii)
PURCHASER  shall  immediately  reassign  and  return  to  SELLER  the Assignment
Documents  and  any  and  all  other  documents,  materials  and data previously
delivered  to  PURCHASER  with respect to the affected Leases and other affected
Property,  and (iii) SELLER shall return to PURCHASER the Allocated Value of the
affected  Leases  and  other  affected  Property  previously  paid  to SELLER at
Closing,  without interest, less the proceeds of production net of all expenses,
overhead,  royalties,  and costs of operations (including plugging, abandonment,
reclamation  and  remediation  expenses, but excluding mortgage interest and any
burdens,  liens,  or  encumbrances  created  by PURCHASER which must be released
prior  to  this  payment)  attributable to the affected Leases or other affected
Property


<PAGE>
from  the  Effective  Date  forward.  In no event, however, shall SELLER ever be
required  to reimburse PURCHASER for any expenditures associated with workovers,
recompletions,  the  drilling,  completion  or plugging and abandonment of wells
drilled,  or  the remediation or reclamation of surface, or other work performed
by  PURCHASER.  SELLER  will not be liable to PURCHASER if such federal or state
approvals  are not obtained, except as expressly provided in this Section 6.4.3.

6.4.4.     CHANGE  OF  OPERATOR  REQUIREMENTS.  If  PURCHASER  is  attempting to
succeed  SELLER  as  operator  of  any  portion of the Property, PURCHASER shall
promptly file all appropriate forms, declarations and bonds (or other authorized
forms  of  security)  with all applicable federal and state agencies (including,
without  limitation,  U.S.  Bureau  of  Land  Management,  Wyoming  Oil  and Gas
Commission,  Wyoming  Office of State Lands, Wyoming State Engineers Office, and
Wyoming  Department  of  Environmental  Quality)  relative  to its assumption of
operations.  PURCHASER  shall  furnish to SELLER copies of all approvals, in the
form  granted  by  such  federal  and  state  agencies,  relative to PURCHASER'S
assumption  of  operations,  as soon as such approvals become available. Where a
vote  is  required  under a joint operating or other agreement to determine what
party  will  succeed  SELLER as operator of a Property, SELLER shall comply with
all balloting procedures under such operating agreements for the election of the
successor  operator  to  SELLER.  SELLER shall recommend to all working interest
owners  in  the  Property involved that PURCHASER be elected operator and SELLER
shall  vote  for  PURCHASER  as  operator  if  SELLER retains in interest in the
Property  after  Closing.

6.4.5.     FURTHER ASSURANCES. PURCHASER and SELLER agree to execute and deliver
from  time  to  time  such  further instruments and do such other acts as may be
reasonably requested and necessary to effectuate the purposes of this Agreement.





                                   ARTICLE 7

                  ASSUMED AND RETAINED RIGHTS AND OBLIGATIONS

7.1     PURCHASER'S RIGHTS AFTER CLOSING. Upon and after Closing, PURCHASER will
receive  and  assume  all of SELLER'S right, title and interest in the Property,
with  effect  as  of  the  Effective  Date.

7.2     PURCHASER'S OBLIGATIONS AFTER CLOSING.

7.2.1.  DESCRIPTION  OF  OBLIGATIONS.  Upon  and  after  Closing, PURCHASER will
assume,  pay  and  perform  the  Plugging  and  Abandonment  Obligations,  the
Environmental  Obligations  and all the obligations, liabilities and duties with
respect  to the ownership and (if applicable) operation of the Property that are
attributable  to  periods  on  and  after  the  Effective Date (the "PURCHASER'S
Assumed  Obligations"),  including,  without  limitation,  the  following;

(a)     Responsibility for payment of all operating expenses and capital
expenditures related to the Property and attributable to the period on and after

<PAGE>
the  Effective  Date;

(b)     Responsibility  for  performance  of all express and implied obligations
and  covenants  under the terms of the Leases, other instruments in the chain of
title,  the  Related  Contracts, and all other orders and contracts to which the
Property  or  the  operation thereof is subject, to the extent those obligations
and  covenants  are  required  to  be  performed on or after the Effective Date;

(c)     Responsibility  for  payment  of  all  royalties,  overriding royalties,
production  payments,  net  profits  obligations,  rentals, shut-in payments and
other  burdens  or  encumbrances  to  which  the  Property  is  subject that are
attributable  to  periods  on  and  after  the  Effective  Date;
(d)     Responsibility  for  compliance  with  the  terms  of  the  class action
settlement  in  Barlow  et  al  v.  Pennaco Energy, Inc., et al., Sixth Judicial
District,  Civil  Action  No.  25244,  Campbell  County  Wyoming  (the  "BARTOW
SETTLEMENT") and any settlement agreements with opt-out claimants, to the extent
such  settlements  are applicable to the Leases on and after the Effective Date;

(e)     Responsibility  for proper accounting for and disbursement of production
proceeds  from  the  Property attributable to periods on and after the Effective
Date,  including  funds  in  any  suspense  accounts  received  from  SELLER;

(f)     Responsibility  for  compliance  with  all  applicable laws, ordinances,
rules  and  regulations  pertaining  to  the  Property,  and the procurement and
maintenance of all permits required by public authorities in connection with the
Property  on  and  after  the  Effective  Date;

(g)     The Plugging and Abandonment Obligations, the Environmental Obligations,
and  all  other  obligations  assumed  by  PURCHASER  under  this  Agreement;

(h)     Responsibility  for  all  obligations  with respect to gas production or
processing  imbalances  with  third  parties  attributable  to  the property for
production  from  and  after  the  Effective  Date;

     (i)     Liabilities arising out of the matters listed in Exhibit C, Section
I,
where  related  to  production  of  Hydrocarbons  after  the  Effective  Date;

(j)  Liability  and  responsibility  for  all  obligations  with  respect claims
asserting  impairment  of  water  wells  on  the Property ("WATER WELL CLAIMS"),
including  claims  raised before the Effective date and listed in Exhibit H; and
                                                                  ---------

(k)  Responsibility  for  payment  of  all  applicable  taxes  on  and after the
Effective  Date.


7.2.2. NON-OPERATOR'S OBLIGATIONS. With respect to (a) any part of the
Property for which PURCHASER is not duly elected operator, or (b) any
non-operating


<PAGE>
interests  in  the  Property,  PURCHASER  shall  assume  full responsibility and
liability  for PURCHASER'S Assumed Obligations with respect to the non-operating
interests  being  conveyed  and  assigned  under  this  Agreement.

7.2.3  MAINTENANCE OF DEEP RIGHTS. Purchaser agrees to endeavor in good faith to
notify  Seller  sixty  (60) days prior to surrendering, releasing or allowing to
terminate  any  Lease  in  which  Seller  retains Deep Rights. Purchaser further
agrees  to make good faith efforts to notify Seller of any Lease release demands
or  termination  notices  that  it  may receive affecting Seller's retained Deep
Rights,  as soon as practical after receipt by Purchaser. Seller understands and
agrees  that Purchaser shall not be liable to Seller for any failure of title in
retained  Deep  Rights  due  to  Purchaser's  act or omission under this Section
7.2.3.


7.3     SELLER'S OBLIGATIONS AFTER CLOSING.

7.3.1  DESCRIPTION  OF  OBLIGATIONS.  After  Closing,  SELLER  will  retain
responsibility  for  all liabilities, obligations and duties with respect to the
ownership and (if applicable) operation of the Property that are attributable to
periods  before the Effective Date, except as otherwise specifically provided in
this  Agreement  (the  "SELLER'S  Retained  Obligations"). The SELLER'S Retained
Obligations  include  without  limitation,  the  following:

(a)     Responsibility  for  the  payment  of all operating expenses and capital
expenditures related to the Property and attributable to the period prior to the
Effective  Date;

(b)     Responsibility  for  performance  of all express and implied obligations
and  covenants  under the terms of the Leases, other instruments in the chain of
title,  the  Related  Contracts, and all other orders and contracts to which the
Property  or  operation  thereof is subject, to the extent those obligations and
covenants  are  required  to  be  performed  before  the  Effective  Date;

(c)     Responsibility  for  payment  of  all  royalties,  overriding royalties,
production  payments,  net  profits  obligations,  rentals, shut-in payments and
other  burdens  or  encumbrances  to  which  the  Property  is  subject that are
attributable  to  production occurring during periods before the Effective Date;

(d)     Responsibility  for proper accounting for and disbursement of production
proceeds from or attributable to the Property attributable to periods before the
Effective  Date;

(e)     Responsibility  for  compliance  with  all  applicable laws, ordinances,
rules  and  regulations  pertaining  to  the  Property,  and the procurement and
maintenance of all permits required by public authorities in connection with the
Property  to  the  extent  attributable to the period before the Effective Date;

(f)     Responsibility  for  the  exclusions  from  the Plugging and Abandonment
Obligations  described  in  Section  7.4.2,  and  the  exclusions  from  the
Environmental  Obligations  described  in  Section  7.5.2;

               (g)     Liabilities arising out of the matters listed in Exhibit
C, Section I,

<PAGE>
where related to production of Hydrocarbons before the Effective Date.

7.3.2.  NON-OPERATOR'S  OBLIGATIONS.  With  respect  to  (a) any periods of time
before  the Effective Date during which SELLER was not operator of the Property,
or  (b)  any  non-operating  interests  in  the  Property,  SELLER  retains full
responsibility  and  liability for SELLER'S Retained Obligations with respect to
the  non-operating  interests  being conveyed and assigned under this Agreement.

7.4.    PLUGGING AND ABANDONMENT OBLIGATIONS.

7.4.1.     PURCHASER'S  OBLIGATIONS.  Upon  and after Closing, PURCHASER assumes
full  responsibility  and  liability  for the following plugging and abandonment
obligations  related  to  the  Property  (the  "Plugging  and  Abandonment
Obligations"),  regardless  of whether they are attributable to the ownership or
operation  of  the  Property  before  or  after  the  Effective  Date:


(a)     The  necessary  and  proper plugging, re-plugging and abandonment of all
wells  on  the  Property,  whether  plugged  and  abandoned  before or after the
Effective  Date;

(b)     The  necessary  and  proper  removal,  abandonment, and disposal of all,
structures,  pipelines,  facilities,  equipment,  abandoned  property  and  junk
located  on  or  comprising  part  of  the  Property;

(c)     The  necessary  and  proper  capping  and  burying  of  all  flow  lines
associated  with  the  Wells  and located on or comprising part of the Property;

(d)     The  necessary and proper restoration, reclamation or remediation of the
Property,  both  surface  and subsurface, as may be required by applicable laws,
regulation  or  contract,  including  without  limitation,  the  restoration,
reclamation  or  remediation  of  any  Water  Management  Facilities;

(e)     Any necessary clean-up or disposal of Property contaminated by naturally
occurring  radioactive material ("NORM"), as may be required by applicable laws,
regulations  or  contract;

(f)     All  obligations  arising from contractual requirements and demands made
by courts, authorized regulatory bodies or parties claiming a vested interest in
the  Property;  and

(g)     Obtaining  and  maintaining  all  bonds,  or  supplemental or additional
bonds,  that  may  be  required  contractually  or  by governmental authorities.

7.4.2.     EXCLUSIONS  FROM  PURCHASER'S  OBLIGATIONS.  PURCHASER'S  obligations
under  this  Section  7.4  do  not  include:

(a)  any  civil or criminal fines or penalties that may be levied against SELLER
or  PURCHASER  by  any  court  or  regulatory  authority for non-compliance with
applicable  laws,  regulations  or  orders  in  connection with the ownership or
operation  of  the  Property  before  the  Effective  Date;  or

<PAGE>
            (b)     The plugging and abandonment of the Pennaco P&A Wells listed
on Exhibit G.

7.4.3.     STANDARD  OF  OPERATIONS.  PURCHASER  shall  conduct  all  plugging,
re-plugging, abandonment, removal, disposal and restoration operations in a good
and  workmanlike  manner  and  in  compliance  with  all  applicable  laws  and
regulations.

7.4.4.     NON-OPERATOR'S  OBLIGATIONS.  With  respect  to  any  non-operating
interests  in  the  Property,  PURCHASER  shall  assume  full responsibility and
liability,  from  and after the Effective Date, for the Plugging and Abandonment
Obligations  with  respect  to  the  non-operating  interests being conveyed and
assigned  under  this  Agreement.

7.4.5.     SELLER'S REMEDIES. PURCHASER'S liabilities and obligations under this
Section 7.4 are included in the liabilities and obligations to be secured by the
bonds,  supplemental  or additional bonds and/or pledge of securities, as may be
established pursuant to Section 5.4. If PURCHASER defaults in the performance of
its  obligations  pursuant to this Section 7.4, SELLER, at its option, and after
reasonable  notice,  may complete, or have completed, the plugging, re-plugging,
abandonment,  removal, disposal, capping, burying, and restoration operations at
PURCHASER'S expense. Exercise of SELLER'S rights hereunder shall in no way limit
SELLER'S  rights  to  seek recovery for any uncompensated damages resulting from
such  default  or  to  exercise  any  other legal rights and remedies under this
Agreement.

7.5.    ENVIRONMENTAL OBLIGATIONS.

7.5.1.  PURCHASER'S  OBLIGATIONS. Upon and after Closing, PURCHASER assumes full
responsibility  and liability for the following occurrences, events, conditions,
and  activities  on  or  related  to the Property ("ENVIRONMENTAL OBLIGATIONS"),
regardless  of  whether  arising from the ownership or operation of the Property
before or after the Effective Date, and regardless of whether resulting from any
acts  or  omissions  of  SELLER  or the condition of the Property when acquired:

(a)     Environmental  pollution  or  contamination,  including  pollution  or
contamination  of  the  soil, groundwater or air by Hydrocarbons, brine, NORM or
otherwise;

(b)     Underground  injection  activities  and  waste disposal on the Property;
clean-up  responses,  and  the  cost  of  reclamation,  remediation,  control,
assessment or compliance with respect to surface and subsurface pollution caused
by  spills,  outfalls,  reservoirs,  pits,  ponds, lagoons or subsurface storage
tanks;

(c)     Failure  to  comply  with  applicable  land  use,  surface  disturbance,
licensing  or  notification  requirements;

(d)     Disposal  on  the  Property of any produced water, hazardous substances,
wastes,  materials  and  products  generated  by  or used in connection with the
ownership  or  operation of the Property before or after the Effective Date; and

(e)     Non-compliance  with  environmental  or  land  use  rules,  regulations,
demands  or  orders  of  appropriate  state  or  federal  regulatory  agencies.


<PAGE>
     7.5.2. EXCLUSIONS FROM PURCHASER'S OBLIGATIONS. PURCHASER'S Environmental
Obligations do not include:

(a)     Any  civil  or  criminal  fines  or penalties that may be levied against
SELLER  by any court or regulatory authority for any such violation of any laws,
rules  or  regulations  in  connection  with  the  ownership or operation of the
Property before the Effective Date, all of which shall remain the responsibility
of  SELLER;  and

(b)     Disposal  offsite  from  the  Property  before the Effective Date of any
hazardous  substances, wastes, NORM, materials and products generated by or used
in  connection  with  the  ownership  or  operation  of  the Property before the
Effective  Date.

7.5.3.  NON-OPERATOR'S  OBLIGATIONS. With respect to any non-operating interests
in  the  Property being transferred to PURCHASER under this Agreement, PURCHASER
agrees  to  assume  full  responsibility  and  liability  for  the Environmental
Obligations  with  respect  to  the  non-operating  interests being conveyed and
assigned  under  this  Agreement.
                             ARTICLE 8 INDEMNITIES
     8.1.     DEFINITION OF CLAIMS. As used in this Agreement, the term "Claims"
means  any  and all losses, liabilities, damages, punitive damages, obligations,
expenses,  fines,  penalties, costs, claims, causes of action and judgments for:
(a)  breaches of contract; (b) loss or damage to property, injury to or death of
persons  (including  illness  and  disease),  and other tortious injury; and (c)
violations  of  applicable  laws,  rules, regulations, orders or any other legal
right  or  duty  actionable  at  law  or equity. The term "Claims" also includes
reasonable  attorneys  fees,  court  costs, and other reasonable costs resulting
from  the  investigation  or  defense  of  any  Claim.

8.2.     APPLICATION OF INDEMNITIES.


8.2.1.     COVERED  CLAIMS  AND  PARTIES.  All  indemnities  set  forth  in this
Agreement  extend  to  the  officers, directors, employees and affiliates of the
party  indemnified. The indemnities set forth in this Agreement do not extend to
any  part  of  an  indemnified Claim that (a) is the result of the imposition of
punitive  damages on the indemnified party arising from the acts or omissions of
the  indemnified  party,  or  (b)  is  the  result of the imposition of civil or
criminal  fines  or  penalties  by  any  court  or  regulatory  authority on the
indemnified  party due the indemnified party's failure to comply with applicable
laws,  regulations  or  orders.

8.2.2.     EXPRESS  NEGLIGENCE  DISCLOSURE.  UNLESS  THIS  AGREEMENT  EXPRESSLY
PROVIDES  TO  THE  CONTRARY,  THE  INDEMNITY,  RELEASE,  WAIVER  AND  ASSUMPTION
PROVISIONS  SET  FORTH  IN  THIS  AGREEMENT  APPLY  REGARDLESS  OF  WHETHER  THE
INDEMNIFIED PARTY (OR ITS EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS)
CAUSES,  IN WHOLE OR PART, AN INDEMNIFIED CLAIM, INCLUDING WITHOUT LIMITATION AN
INDEMNIFIED CLAIM ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF
OR  IN  CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY'S
(OR  ITS  EMPLOYEES',


<PAGE>
AGENTS',  REPRESENTATIVES',  CONTRACTORS',  SUCCESSORS'  OR  ASSIGNS')  SOLE  OR
CONCURRENT  NEGLIGENCE,  STRICT  LIABILITY  OR  FAULT.  PURCHASER  AND  SELLER
ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS
CONSPICUOUS.

8.2.3.  OTHER  LIMITATIONS.  The  indemnities  of the indemnifying party in this
Agreement  do  not  cover  or include any amounts that the indemnified party may
legally  recoup  from  other third party owners under applicable joint operating
agreements or other agreements, or for which the indemnified party is reimbursed
by any third party. The indemnities in this Agreement do not relieve the parties
to  this Agreement from any obligations to third parties. The indemnities of the
parties  in  this  Agreement  do  not  relieve  the  indemnified  party from any
obligations  of the indemnified party under the terms of any operating agreement
or  other  cost-sharing arrangement which is applicable to any Claim. There will
be  no  upward  or  downward adjustment in the Purchase Price as a result of any
matter  for  which  PURCHASER  or  SELLER  is  indemnified under this Agreement.

8.3.  PURCHASER'S  INDEMNITY.  PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLER
HARMLESS  from  and  against  any  and  all  Claims caused by, resulting from or
incidental  to:

8.3.1.     PURCHASER'S Assumed Obligations, including without limitation, the
Plugging and Abandonment Obligations and the Environmental Obligations;
8.3.2.     Any obligations for brokerage or finder's fee or commission incurred
by PURCHASER in connection with its purchase of the Property;

8.3.3.     Any  violation  by  PURCHASER of state or federal securities laws, or
PURCHASER'S dealings (including any dealings in breach of PURCHASER'S warranties
and  representations  in  Section 3.3.3) with its partners, investors, financial
institutions,  Purchasers  and  other  third  parties  in  connection  with  the
transaction under this Agreement, or any subsequent sale or other disposition of
the  Property  (or  portion thereof) by PURCHASER, its affiliates or Purchasers;

8.3.4.     Any  Imbalances  associated  with the Property that PURCHASER assumes
under  Section  10.1;

8.3.5.     PURCHASER'S  ownership  or  operation  of any portion of the Property
that  is  reconveyed  or  reassigned  to  SELLER  pursuant  to the terms of this
Agreement;  and

8.3.6.     PURCHASER'S inspection of the Property pursuant to Sections 5.2 and
5.3

8.4  SELLER'S  INDEMNITY. Subject to Section 8.6, SELLER shall INDEMNIFY, DEFEND
AND  HOLD  PURCHASER  HARMLESS  from  and  against any and all Claims caused by,
resulting  from  or  incidental  to:

8.4.1. SELLER'S Retained Obligations, including the exclusions from the Plugging
and  Abandonment  Obligations,  and  the  exclusions  from  the  Environmental
Obligations;

<PAGE>
     8.4.2.  SELLER'S  access  to  the  Property  after Closing for the purposes
described  in  this  Agreement, except to the extent caused by PURCHASER'S gross
negligence  or  willful  misconduct.

8.5.  NOTICES  AND  DEFENSE  OF INDEMNIFIED CLAIMS. Each party shall immediately
notify  the  other party of any Claim of which it becomes aware and for which it
is  entitled  to  indemnification from the other party under this Agreement. The
indemnifying party shall be obligated to defend at the indemnifying party's sole
expense any litigation or other administrative or adversaria! proceeding against
the indemnified party relating to any Claim for which the indemnifying party has
agreed  to  indemnify  and  hold  the  indemnified  party  harmless  under  this
Agreement.  However,  the  indemnified party shall have the right to participate
with the indemnifying party in the defense of any such Claim at its own expense.

8.7.     NORM. PURCHASER ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT OIL AND GAS
PRODUCING FORMATIONS CAN CONTAIN NATURALLY OCCURRING RADIOACTIVE MATERIAL. SCALE
FORMATION  OR  SLUDGE  DEPOSITS CAN CONCENTRATE LOW LEVELS OF NORM ON EQUIPMENT,
MATERIALS  AND OTHER PROPERTY. SOME OR ALL OF THE EQUIPMENT, MATERIALS AND OTHER
PROPERTY  SUBJECT  TO  THIS  AGREEMENT  MAY HAVE LEVELS OF NORM ABOVE BACKGROUND
LEVELS.  A  HEALTH HAZARD MAY EXIST IN CONNECTION WITH THIS EQUIPMENT, MATERIALS
AND  OTHER  PROPERTY  BY REASON THEREOF. THEREFORE, PURCHASER MAY NEED TO FOLLOW
SAFETY  PROCEDURES  WHEN  HANDLING THIS EQUIPMENT, MATERIALS AND OTHER PROPERTY.

8.8.     PENDING  LITIGATION  AND  CLAIMS.  Notwithstanding  anything  in  this
Agreement  to  the  contrary,  PURCHASER shall INDEMNIFY, DEFEND AND HOLD SELLER
HARMLESS  from  and  against any Claims resulting from the litigation and claims
listed  on  Exhibit  C, to the extent PURCHASER, by this Agreement, has accepted
liability  related to such claims and litigation. SELLER shall INDEMNIFY, DEFEND
AND  HOLD  PURCHASER  HARMLESS  from  and  against any Claims resulting from the
litigation  and  claims  listed  on  Exhibit  C,  to  the extent SELLER, by this
Agreement,  has  accepted  liability  related  to  such  claims  and litigation.

8.9.     WAIVER  OF  CONSEQUENTIAL  AND  PUNITIVE DAMAGES. NEITHER PURCHASER NOR
SELLER  SHALL BE ENTITLED TO RECOVER FROM THE OTHER, AND EACH PARTY RELEASES THE
OTHER  PARTY  FROM,  ANY  LOSSES, COSTS, EXPENSES, OR DAMAGES ARISING UNDER THIS
AGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
IN  THIS  AGREEMENT  IN ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES,
COURT COSTS AND REASONABLE ATTORNEYS FEES, SUFFERED BY SUCH PARTY. PURCHASER AND
SELLER  BOTH  WAIVE,  AND  RELEASE THE OTHER FROM ANY RIGHT TO RECOVER PUNITIVE,
SPECIAL,  EXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH OR WITH
RESPECT  TO  THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; PROVIDED, HOWEVER,
ANY SUCH DAMAGES RECOVERED BY A THIRD PARTY (OTHER THAN SUBSIDIARIES, AFFILIATES
OR PARENTS OF A PARTY) FOR WHICH A PARTY OWES THE OTHER PARTY AN INDEMNITY UNDER
THIS  ARTICLE  8 SHALL NOT BE WAIVED. PURCHASER hereby fully and unconditionally
releases  SELLER  and  their  affiliates  and  subsidiaries  and  their officer,
directors  and  employees, from any and all Claims, causes of action or damages,
if  any,  arising  in  favor  of  PURCHASER  from SELLER'S data room process and
proposal  procedures  in


<PAGE>
connection with its saie of the Property.

                                   ARTICLE 9
                               TAXES AND EXPENSES

     9.1  RECORDING  EXPENSES.  PURCHASER  shall  pay ail costs of recording and
filing  the  Assignment  Documents for the Property, all other state and federal
transfer  documents,  and all other instruments that must be filed to effectuate
the  transfer  of  the  Property.

9.2.     AD  VALOREM,  REAL PROPERTY AND PERSONAL PROPERTY TAXES. All ad valorem
taxes,  real  property  taxes,  personal property taxes, and similar obligations
("Property  Taxes")  on  the Property are SELLER'S obligation for periods before
the Effective Date and PURCHASER'S obligation for periods beginning on and after
the  Effective  Date.  If  Property Taxes for the current tax year have not been
assessed  and paid as of the Closing Date, the PURCHASER shall file all required
reports  and  returns  incident to the Property Taxes and pay the Property Taxes
for  the  current tax year and subsequent periods. The SELLER will reimburse the
PURCHASER promptly for the SELLER'S proportionate share of these taxes, prorated
as of the Effective Date, upon receipt of evidence of the PURCHASER'S payment of
the  taxes.  If  Property  Taxes for the current tax year have been assessed and
paid  as  of  the  Closing Date, the PURCHASER will reimburse the SELLER for its
proportionate  share  of  these  taxes,  prorated as of the Effective Date, as a
closing  adjustment  to  the  Purchase  Price,  as  provided  in  Section  2.2.

9.3.     SEVERANCE TAXES. SELLER shall bear and pay all severance or other taxes
measured by Hydrocarbon production from the Property, or the receipt of proceeds
therefrom, to the extent attributable to production from the Property before the
Effective  Date.  PURCHASER shall bear and pay all such taxes on production from
the  Property  on and after the Effective Date. SELLER shall withhold and pay on
behalf  of  PURCHASER all such taxes on production from the Property between the
Effective  Date  and the Closing Date, if the Closing Date follows the Effective
Date,  and  the  amount  of  any such payment shall be reimbursed to SELLER as a
closing  adjustment  to  the  Purchase  Price pursuant to Section 2.2. IF either
party  pays  taxes  owed  by  the other, upon receipt of evidence of payment the
nonpaying  party  will reimburse the paying party promptly for its proportionate
share  of  such  taxes.

9.4.     TAX AND FINANCIAL REPORTING.


9.4.1.     IRS  FORM  8594.  If the parties mutually agree that a filing of Form
8594  is  required, the parties will confer and cooperate in the preparation and
filing of their respective forms to reflect a consistent reporting of the agreed
upon  allocation  of  the  value  of  the  Property.

9.4.2.     FINANCIAL  REPORTING.  SELLER  and PURCHASER agree to furnish to each
other  at  Closing  or as soon thereafter as practicable any and all information
and  documents  reasonably  required  to comply with tax and financial reporting
requirements  and  audits.


<PAGE>
     9.5.     SALES  AND  USE  TAXES. PURCHASER shall be responsible for and pay
all  federal,  state,  or local sales, transfer, gross proceeds, use and similar
taxes  incident  to  or  applicable  to  the  Property  it  receives  under this
Agreement,  or  caused  by  the transfer of the Property to PURCHASER under this
Agreement.  If  SELLER  is  required  to pay such sales, use or similar taxes on
behalf  of  PURCHASER,  PURCHASER will reimburse SELLER at Closing for all sales
and  use  taxes  due  and  payable on the transfer of the Property to PURCHASER.

9.6.     INCOME  TAXES. Each party shall be responsible for its own income taxes
imposed  by  any  local,  state, federal or governmental authority and any other
taxes  not  specifically addressed in this Article 9, if any, as may result from
this  transaction.

9.7.     INCIDENTAL  EXPENSES. Each party shall bear its own respective expenses
incurred  in  connection  with  the negotiation and Closing of this transaction,
including  its  own  consultants'  fees, attorneys' fees, accountants' fees, and
other  similar  costs  and  expenses.



                            ARTICLE 10 MISCELLANEOUS

     10.1.  PRODUCTION IMBALANCES. The Purchase Price paid by PURCHASER is based
on  the  assumed  oil  or gas production imbalances with respect to the Property
("Imbalances")  set  forth  in  Exhibit  F. If SELLER and PURCHASER determine no
later  than  120  days after Closing that the Imbalances stated in Exhibit F are
inaccurate,  the  parties agree to exchange additional compensation, as provided
in  Exhibit  F,  for  the  difference  between  the  Imbalances  and the revised
Imbalances determined by the parties. Such settlement shall be final and neither
party  thereafter  shall  make  claim  upon  the  other  concerning  production
imbalances  with  respect  to  the Property. Except with respect to its right to
receive  the  post-Closing  Purchase Price adjustment set forth above, PURCHASER
will  be  solely responsible for, shall assume, and releases and will indemnify,
defend  and  hold  SELLER  harmless from all rights against (including rights to
receive  make-up  gas  or to receive cash balancing payments) and obligations to
(including  obligations to make-up gas or to make cash balancing payments) third
parties  with  respect  to any Imbalances, all of which shall constitute Assumed
Obligations.

10.2.  ALTERNATIVE  DISPUTE  RESOLUTION. Compliance with this Section 10.2 shall
constitute a condition precedent to either Party seeking judicial enforcement of
any provisions of this Agreement. Any dispute concerning this Agreement shall be
resolved  under the mediation and binding arbitration procedures of this Section
10.2.  Upon  the  occurrence  of  any  dispute  between  PURCHASER and SELLER in
connection with their rights and obligations under this Agreement, PURCHASER and
SELLER  will first attempt in good faith to resolve all disputes by negotiations
between  management  level persons who have authority to settle the controversy.
If  either  party  believes  further  negotiations  are  futile,  such party may
initiate  the mediation process by so notifying the other party in writing. Both
parties  shall then attempt in good faith to resolve the dispute by mediation in
Houston,  Texas, employing management level persons with authority to settle the
dispute,  in accordance with the Center for Public Resources Model Procedure for
Mediation  of  Business Disputes, as such procedure may be modified by agreement
of the parties. The parties shall share the cost of the mediator equally. If the
dispute has not been resolved pursuant to mediation within sixty (60) days after
initiating  the mediation process, the dispute shall be finally resolved through
binding  arbitration,  as  follows:

<PAGE>
     (a)  If  any  dispute or controversy shall arise between the parties out of
this  Agreement, the alleged breach thereof or any tort in connection therewith,
or  out of the refusal to perform the whole or any part thereof, and the parties
shall  be  unable  to  agree with respect to the matter or matters in dispute or
controversy,  the  same  shall  be  submitted  to  arbitration before a panel of
arbitrators  in accordance with the Texas General Arbitration Act, V.A.C.S. art.
224,  et  seq  and the provisions of this Section 10.2. The panel of arbitrators
shall  be  chosen as follows: Upon the written demand of either party and within
ten  (10)  working  days  from the date of such demand, each party shall name an
arbitrator  and  these two so named shall promptly thereafter choose a third. If
either  party shall fail to name an arbitrator within ten (10) working days from
such  demand,  the  other  party shall name the second arbitrator as well as the
first,  or  if  the two arbitrators shall fail within ten (10) working days from
their  appointment  to  agree  upon  and appoint the third arbitrator, then upon
written  application  by  either party such third arbitrator may be appointed by
the  senior  Judge in active service of the United States District Court for the
Southern District of Texas; and if said Judge shall fail to act, then such third
arbitrator  shall  be  appointed  by  the  President  of  the  Center for Public
Resources,  Inc. The arbitrators selected to act hereunder shall be qualified by
education,  experience,  and  training  to  pass  upon  the particular matter or
matters  in  dispute.

<PAGE>
     (b)  The  panel of arbitrators so chosen shall proceed promptly to hear and
determine  the matter or matters in dispute, after giving the parties due notice
of  hearing  and  a  reasonable  opportunity  to  be heard. The procedure of the
arbitration  proceedings  shall  be  in  accordance  with  the Center for Public
Resources Rules for Non-Administered Arbitration of Business Disputes, as may be
modified  by  the  panel  of  arbitrators.  Unless  otherwise  determined by the
arbitrators,  the  hearing and presentations of the parties shall not exceed two
days  cumulative. The location of all arbitration proceedings hereunder shall be
Houston,  Harris  County, Texas, unless the panel of arbitrators determines that
another  venue  is  more appropriate. The award of the panel of arbitrators or a
majority thereof shall be made within forty-five (45) days after the appointment
of  the  third  arbitrator,  subject  to  any reasonable delay due to unforeseen
circumstances.  In  the event of the panel or a majority thereof failing to make
an  award  within sixty (60) days after the appointment of the third arbitrator,
new  arbitrators may at the election of either party be chosen in like manner as
if  none  had  been  previously  selected.

(c)     The  award  of  the  arbitrators,  or  a  majority  thereof, shall be in
writing,  determined  in  accordance  with  the  substantive law of the State of
Wyoming,  and  shall  be  final and binding on the parties as to the question or
questions  submitted,  and the parties shall abide by such award and perform the
conditions  thereof.  The  award  of  the  arbitrators  shall  be  based  on the
applicable  law  and  facts,  the  merits  of  the  parties'  positions  in  the
controversy  or  dispute,  and  the  arbitrators' assessment of the fairness and
reasonableness  of  any  settlement  proposal  of any party. The award shall not
provide  or create any rights or benefits in any person or entity which is not a
party  to this Agreement, as this Agreement and any arbitration thereunder shall
not  be  construed  as  a  third  party  beneficiary  contract. Unless otherwise
determined  by the arbitrators, all expenses in connection with such arbitration
shall  be  divided equally between the parties thereto, except that the expenses
of  counsel, witnesses, and employees of each party shall be borne solely by the
party  incurring  them,  and the compensation of any arbitrator named by a party
shall  be borne solely by such party; provided that if court proceedings to stay
litigation  or  compel  arbitration  are necessary, the party who unsuccessfully
opposes such proceedings shall pay all reasonable associated costs, expenses and
attorney's  fees  of  such  court  proceedings.

(d)     The  arbitrators shall not be required to explain reasons for the award.
No  transcript  or other recording shall be made of the arbitration proceedings-
Except  (i)  in  connection  with  a  suit for enforcement of the award, (ii) as
required  by  law,  court  order or regulation, (c) when reasonably necessary to
explain  the  terms  and conditions of the award to outside attorneys, auditors,
and  insurers,  or  (iii)  as  part  of  good  faith  compliance with disclosure
obligations  under  applicable  law. The arbitration proceedings, the award, and
the  parties'  actions  in  connection with the arbitration are confidential and
shall  not  be  disclosed to third parties, and no disclosure of or reference to
the  arbitration,  the  award,  or  of  the  parties'  statements  or actions in
connection  with  the  arbitration shall be made to any third party. All offers,
promises,  conduct,  statements,  and evidence, whether oral or written, made in
the  course  of  the arbitration by any of the parties, their agents, employees,
experts,  or  attorneys  are  confidential.  Such  offers,  promises,  conduct,
statements,  and evidence shall be considered inadmissible under Rule 408 of the
Federal  Rules  of  Evidence  and  any  similar  state  provisions, and shall be
inadmissible  for  any purpose, including impeachment. However, evidence that is
otherwise  admissible  shall not be rendered inadmissible as a result of its use
in  the  arbitration.

               (e)     The award of the panel of arbitrators and the obligation
to abide

<PAGE>
by  same and perform the conditions thereof shall not be appealable and shall be
enforceable in the Texas state district courts in Houston, Harris County, Texas,
or  in  any  federal  court  having  jurisdiction. Each party shall bear its own
attorneys'  fees  in connection with any enforcement of an arbitration award, or
in  any  other  court  litigation  arising  out  of  this  Agreement.

(f)  The  provisions  of  this  Section 10.2 shall not limit the obligation of a
party  to  defend,  indemnify or hold harmless the other party against Claims as
provided  in  Article  8.

10.3.     SURVIVAL  OF  REPRESENTATIONS,  WARRANTIES. All of the representations
and  warranties  made by the parties in this Agreement will survive the Closing,
the  execution  and  delivery  of the Assignment Documents and other instruments
under  this  Agreement, and the transfer of the Property between the parties and
they shall not be merged into or superseded by the Assignment Documents or other
documents delivered at Closing. However, neither party to this Agreement will be
entitled  to  make  a  Claim  against  the  other  party  in connection with the
inaccuracy  of  the  representations  and  warranties of the other party in this
Agreement,  unless  the  other party is notified of that Claim in writing within
six  (6)  months  after  the  Closing  Date.

10.4.     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS. This Agreement and the terms
and  provisions  hereof,  including  the  Purchase  Price,  shall  be maintained
confidential  by  PURCHASER  until Closing; provided however that this Agreement
and the terms and provisions thereof may be disclosed to PURCHASER'S lenders, if
any,  and  their  consultants,  who  shall  be required to keep such information
confidential.  If  this Agreement is terminated prior to Closing, following such
termination,  the  parties  agree  to  keep  all  terms  of  this  transaction
confidential.  Neither  party  may  make  a  press  release  or  other  public
announcement  concerning  this  transaction,  without  the  other  party's prior
written approval and agreement to the form of the announcement, except as may be
required  by  applicable laws or rules and regulation of any governmental agency
or stock exchange. Notwithstanding the foregoing, SELLER shall have the right to
also  disclose  the  transaction  to  customary  recipients of SELLER'S investor
relations  communications  in  the  normal  course  of  SELLER'S  business.

10.5  SUSPENSE  ACCOUNTS.  As  soon  as  practical after the Closing, SELLER may
transfer  to  PURCHASER  any  or all funds held in suspense by SELLER related to
proceeds  of  production  and  attributable  to  third parties' interests in the
Leases  or lands pooled or unitized therewith or Hydrocarbon production from the
Leases  or  lands  pooled or unitized therewith (but not including any suspended
funds relating to any Excluded Assets described in Section 1.3), including funds
suspended  awaiting  minimum  disbursement  requirements,  funds suspended under
division  orders  and funds suspended for title and other defects. If such funds
are  transferred  to PURCHASER, PURCHASER agrees to administer all such accounts
and  assume  all  payment  obligations  relating  thereto in accordance with all
applicable  laws,  rules  and  regulations,  and shall be liable for the payment
thereof  to  the proper parties. PURCHASER shall defend and hold SELLER harmless
from  any and all Claims arising from PURCHASER'S failure to properly administer
the  funds  and  accounts  so  transferred.

<PAGE>
     10.6.     SELLER'S  MARKS AND LOGOS; POST-CLOSING INSPECTIONS. With respect
to  any  portion  of  the  Property  that SELLER operates, PURCHASER agrees that
within sixty (60) days after Closing or within thirty (30) days after operations
are  actually  transferred,  whichever  is  later, it will remove or cause to be
removed  the  names  and marks used by SELLER and all variations and derivatives
thereof  and  logos  relating  thereto from the Property and will not thereafter
make  any  use  whatsoever of such names, marks and logos. If PURCHASER fails to
comply with this Section 10.6, SELLER shall have access to the Property in order
to remove such names, marks, and logos, all at PURCHASER'S expense. SELLER shall
have  the  right  at any time after Closing to reasonable access to the Property
for  the  purpose  of  inspecting  PURCHASER'S compliance with the terms of this
Agreement.

10.7.     NOTICES.  All  notices  under  this  Agreement must be in writing. Any
notice  under  this  Agreement  may  be  given  by  personal delivery, facsimile
transmission,  U.S.  mail (postage prepaid), or commercial delivery service, and
will  be  deemed  duly given when received by the party charged with such notice
and  addressed  as  follows:

If to SELLER:     Pennaco Energy, Inc.
5555 San Felipe
Houston, Texas 77056
Attention: Business Development Manager
Fax No.: 713-499-8470
Telephone: 713-629-6600

If to PURCHASER:   CEP - M Purchase, LLC
C/O Current Energy Partners Corporation
Attention: Brent M. Cook
Fax No.: (801-492-0716)
11038 North Highland Blvd. Suite 400
Highland, Utah 84003
Telephone: (801-492-0713)
Cell: (801-361-6490)

With a Copy to :
Current Energy Partners Corporation Attn: General Counsel 11038 North Highland
Blvd, Suite 400 Highland, Utah 84003

With a Copy to :
Miller Guymon, P.C.
Attn: Blake Miller
165 Regent Street
Salt Lake City, Utah 84111
Fax No.: (801)363-5601
Telephone: (801) 363-5600



Any  party,  by  written  notice  to  the  other,  may change the address or the
individual  to  which  or  to  whom notices are to be sent under this Agreement.

<PAGE>
     10.8.     EFFECTIVE  DATE.  The  Effective  Date  of this Agreement will be
12.01  a.m.,  Mountain  time,  where  the  Property is located, on July 1, 2010.

10.9.     ASSIGNMENT.  Except as expressly provided in Section 2.7, prior to the
later  of  the  Closing Date or the Effective Date, neither party may assign its
rights  or obligations under this Agreement without the prior written consent of
the  other,  which  may  be  withheld  for any reason, including convenience. If
PURCHASER sells, transfers or assigns all or a portion of the Property, (a) this
Agreement  shall  remain  in  effect  between  PURCHASER  and  SELLER  as to the
Property,  regardless  of  such  sale  or  assignment (and PURCHASER will remain
obligated  hereunder) and (b) PURCHASER shall require its successors and assigns
expressly  to assume its obligations under this Agreement, to the extent related
or  applicable  to  the  Property  or  portion  thereof  acquired  by  them.

10.10.     ENTIRE  AGREEMENT  AND  AMENDMENT.  This Agreement, together with any
relevant  confidentiality  agreement referred to in Section 5.1, constitutes the
entire  understanding  between  the parties, replacing and superseding all prior
negotiations,  discussions,  arrangements, agreements and understandings between
the parties regarding the subject transaction and subject matter hereof (whether
written  or  oral), excepting any written agreements that may be executed by the
parties  concurrently  or  after  the  execution  of  this  Agreement.  No other
agreement,  statement, or promise made by any party, or to any employee, officer
or  agent  of  any  party,  which  is  not contained in this Agreement, shall be
binding  or  valid.  This  Agreement  may  be  amended,  modified,  altered,
supplemented,  or  revoked  only  by written agreement signed by duly authorized
representatives  of  the  parties  hereto.

10.11.     SUCCESSORS  AND  ASSIGNS.  This  Agreement  binds  and  inures to the
benefit of the parties hereto their respective permitted successors and assigns,
and  all  the  terms,  provisions,  covenants,  obligations,  indemnities,
representations,  warranties  and  conditions  of  this  Agreement  shall  be
enforceable  by the parties hereto and their respective permitted successors and
assigns.

10.12.     THIRD  PARTY  BENEFICIARIES.  It  is understood and agreed that there
shall  be  no third party beneficiary of this Agreement, and that the provisions
hereof  do not impart enforceable benefits, rights, or remedies in anyone who is
not  a  party  or  a  successor  or  Purchaser  of  a  party  hereto.

10.13.     SEVERABILITY.  If any provision of this Agreement is found by a court
of competent jurisdiction to be invalid or unenforceable, that provision will be
deemed  modified to the extent necessary to make it valid and enforceable and if
it  cannot  be  so modified, it shall be deemed deleted and the remainder of the
Agreement  shall  continue  and  remain  in  full  force  and  effect.

10.14.     COUNTERPARTS. This Agreement may be executed in counterparts, each of
which  shall  constitute  an  original  and  all  of  which shall constitute one
document.

10.15.     GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED,  CONSTRUED AND
ENFORCED  IN  ACCORDANCE  WITH  THE  LAWS OF THE STATE OF WYOMING, EXCLUDING ANY
CONFLICTS-OF-LAW  RULE  OR  PRINCIPLE  THAT  MIGHT  APPLY  THE  LAW  OF  ANOTHER
JURISDICTION.  THE  ASSIGNMENT  DOCUMENTS,  AND  ANY  OTHER


<PAGE>
INSTRUMENTS OF CONVEYANCE EXECUTED UNDER THIS AGREEMENT, WILL BE GOVERNED BY AND
MUST BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE WHERE THE PROPERTY TO WHICH
THEY  PERTAIN  IS LOCATED, EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT
MIGHT APPLY THE LAW OF ANOTHER JURISDICTION, EXCEPT AS OTHERWISE PROVIDED IN THE
ASSIGNMENT  DOCUMENTS  OR  INSTRUMENTS.

10.16.     EXHIBITS.  The  Exhibits and Schedules attached to this Agreement are
incorporated  into  and  made  a part of this Agreement for all purposes. In the
event  of  a  conflict  or inconsistency between the provisions of the Exhibits,
Schedules  or  the executed Assignment Documents and the foregoing provisions of
this  Agreement,  the provisions of this Agreement shall take precedence. In the
event  of  a  conflict  or inconsistency between the provisions of the pro forma
Assignment  Documents and other transaction documents attached to this Agreement
as  Exhibits  or  Schedules  and  the Assignment Documents and other transaction
documents  actually  executed  by  the  parties,  the provisions of the executed
Assignment  Documents  and  other  executed  transaction  documents  shall  take
precedence.

10.17.     WAIVER.  Any  of  the  terms, provisions, covenants, representations,
warranties  or  conditions  hereof  may  be  waived only by a written instrument
executed by the party waiving compliance. Except as otherwise expressly provided
in  this  Agreement,  the  failure  of any party at any time or times to require
performance of any provision hereof shall in no manner affect such party's right
to  enforce  the same. No waiver by any party of any condition, or of the breach
of  any  term, provision, covenant, representation or warranty contained in this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be  deemed  to  be  or  construed  as a further or continuing waiver of any such
condition  or  breach or a waiver of any other condition or of the breach of any
other  term,  provision,  covenant,  representation  or  warranty.

10.18.     INTERPRETATION.  The  parties stipulate and agree that this Agreement
shall be deemed and considered for all purposes to have been jointly prepared by
the  parties,  and  shall  not be construed against any one party (nor shall any
inference  or presumption be made) on the basis of who drafted this Agreement or
any  particular  provision  hereof,  who  supplied the form of Agreement, or any
other  event  of  the negotiation, drafting or execution of this Agreement. Each
party  agrees  that  this  Agreement  has  been purposefully drawn and correctly
reflects  its  understanding  of  the  transaction  that  it  contemplates.  In
construing  this  Agreement,  the  following  principles  will  apply.


(a)     The omission of certain provisions of this Agreement from the Assignment
Documents does not constitute a conflict or inconsistency between this Agreement
and  the  Assignment  Documents,  and  will  not  effect a merger of the omitted
provisions.  To  the  fullest  extent  permitted  by law, all provisions of this
Agreement  are  hereby  deemed  incorporated  into  the  Assignment Documents by
reference.

(b)     The Article, Section, Exhibit and Schedules references in this Agreement
refer  to  the Articles, Sections, Exhibits and Schedules of this Agreement. The
headings and titles in this Agreement are for convenience only and shall have no
significance  in interpreting or otherwise affect the meaning of this Agreement.

(c)     The  term "knowledge," as applied to either party, shall mean the actual
knowledge  of  such  party's  officers and directors, and its employees, agents,


<PAGE>
representatives at a supervisory level and above. 10.19.

DEFAULT AND REMEDIES.

     10.19.1.     SELLER'S REMEDIES. Upon failure of PURCHASER to perform any of
the  obligations  under this Agreement to be performed by PURCHASER prior to and
on  the  Closing Date, SELLER, at SELLER'S sole option, may (i) enforce specific
performance, or (ii) terminate this Agreement and retain the Performance Deposit
as  agreed  liquidated  damages  and not as a penalty. The remedies set forth in
this  Section 10.19.1 shall be SELLER'S sole and exclusive remedies for any such
default,  and  SELLER  hereby  expressly  waives and releases all other remedies
(except  as  provided  in  Section  10.19.4).

10.19.2.     PURCHASER'S  REMEDIES. Upon failure of SELLER to perform any of the
obligations  to  be  performed  by  SELLER  prior  to  and  on the Closing Date,
PURCHASER,  at PURCHASER'S sole option, may (i) enforce specific performance, or
(ii)  terminate this Agreement and receive back the Performance Deposit (without
interest)  from  SELLER. The remedies set forth in this Section 10.19.2 shall be
PURCHASER'S  sole  and exclusive remedies for such default, and PURCHASER hereby
expressly  waives and releases all other remedies (except as provided in Section
10.19.4).

10.19.3.     EFFECT  OF TERMINATION. Notwithstanding anything to the contrary in
this  Agreement  (except  Section  10.19.4), in the event of termination of this
Agreement,  the transaction shall not close and this Agreement shall become void
and  have  no  further effect whatsoever, and neither PURCHASER nor SELLER shall
have  any  further liability, obligations, right or duty to the other under this
Agreement,  except  as  provided  in  Sections 10.19.1, 10.19.2, and 10.19.4, as
applicable.

10.19.4.     OTHER  REMEDIES.  Notwithstanding the provisions of Sections 10.19,
1,  10.19.2  and  10.19.3,  termination of this Agreement shall not prejudice or
impair  SELLER'S  or  PURCHASER'S rights and obligations under Sections 5.1 (and
the  confidentiality  agreements  referenced  therein),  5.2  (PURCHASER'S
inspections),  and  10.2  (dispute  resolution), and such other portions of this
Agreement  as are necessary to the enforcement and construction of Sections 5.1,
5.2,  5.3.2,  and  10.

10.20  U.S. PROHIBITED PARTIES LIST. Notwithstanding anything to the contrary in
       -----------------------------
this  Agreement,  should  any  party to this Agreement ("Prohibited Party"), its
principals,  including  but  not limited to its shareholders, members and owners
("Principals"),  or  its  directors  be  placed  on  any prohibited parties list
established  under  U.S. laws or regulations, including but not limited to those
referred  to  in  Executive Order 13224 ("Prohibited Parties List"), or should a
party  to  this  Agreement other than Prohibited Party ("Other Party") determine
that  Prohibited  Party,  its  Principals or directors, contrary to U.S. laws or
regulations,  employ  or  do  business,  directly  or  indirectly,  with a party
appearing  on  any  Prohibited  Parties  List,  Other Party shall have the right
hereunder  to  terminate  this Agreement immediately upon written notice without
any  further  obligation  to  Prohibited Party. With respect to rights which may
have  been earned under this Agreement as of the time of such termination, Other
Party  shall  have  the right to take any and all steps necessary to comply with
any  applicable laws or regulations, including, but not limited to, turning over
any  property  to which Prohibited Party is entitled, including payments due and
assignments  of  real  property,  to  the  applicable  agency  or  court  with
jurisdiction if required by such laws or regulations. No party to this Agreement
shall transfer any of its rights under this Agreement to a person who is, or any
of  whose  Principals  or

<PAGE>
directors are, on the Prohibited Parties List. Should such a transfer occur, the
non-transferring  party  or  parties shall have the same right to terminate this
Agreement  as  is  set  out  above  in  this  paragraph.

ARTICLE 11 EMPLOYEE MATTERS
---------------------------

11.1     EMPLOYEES.  Employees  of SELLER, including employees who are receiving
disability  benefits or are on family, medical, administrative, military, or any
other  type of leave that entitles the employee to reinstatement upon completion
of  the  leave  under  the  applicable  leave  policies of SELLER (collectively,
"Leave"),  are  hereinafter  referred  to  collectively  as  the "Employees" and
individually  as  an  "Employee".  All  Employees  who  accept  employment  with
PURCHASER  pursuant  to  the offers described in this Article 12 are referred to
herein  as  "Former  Employees  of  SELLER."

11.2     EMPLOYMENT  OFFERS.  If  PURCHASER  makes  an offer of employment to an
Employee, prior to Closing, PURCHASER will recognize the Employee's service with
SELLER  for  benefits eligibility and vesting in PURCHASER'S benefit programs as
follows:

(a)     vacation  -  recognition of service with SELLER for purposes of vacation
under  PURCHASER'S vacation plan; vacation benefit eligibility for the remainder
of  the year in which Closing occurs shall be reduced by any vacation days taken
under  SELLER'S vacation plan or for any unused vacation days for which eligible
Employees  were  compensated,  provided  that  PURCHASER  will not recognize any
vacation  carried  over  from  previous  years;

(b)     medical plans - immediate eligibility with no waiting period;
(c)     short  term  disability  -  recognition  of  service  with  SELLER,  for
eligibility  for  sick  benefits  under  the  PURCHASER'S  sick  benefit  plan;
(d)  401 (k) - recognition of up to three (3) years vesting service with SELLER,
for  vesting  and  eligibility  purposes  under  PURCHASER'S  401K  plan;
(e)  pension  plan  -  recognition  of up to five (5) years vesting service with
SELLER,  for vesting and eligibility purposes only, but not for participation or
                                                        ------------------------
benefit  accrual,  under  the  PURCHASER'S  retirement  plan;
----------------

(f)  variable pay - immediate eligibility to participate in PURCHASER'S bonus or
gainsharing  programs  in  the  same  manner as PURCHASER'S employees in similar
positions;  and

(g)  severance  -  in the event that any Former Employee of SELLER is terminated
(other  than  for cause) following the Closing Date, PURCHASER will provide such
terminated  Former  Employee  of  SELLER  with  severance  payments and benefits
consistent with PURCHASER'S severance programs and will recognize up to five (5)
years  of  such  Former  Employee  of  SELLER'S  service  with  SELLER.

11.3     TRANSFER TIME. Each Former Employee of SELLER, who receives an offer of
employment  from  PURCHASER  prior  to  Closing,  shall  become  an  employee of
PURCHASER

<PAGE>
as of the later of 12:01 a.m., Central Time, on the Closing Date, or the date on
which  PURCHASER  or another party succeeds SELLER as operator of the portion of
the  Property  on which the Employee will work, and except as otherwise provided
herein, at such time, PURCHASER shall commence and be responsible for payment of
all  salaries  and  benefits and all other costs and liabilities relating to the
Former  Employees  of  SELLER,  except that with regard to an Employee on Leave,
such  obligations shall not attach until such Employee on Leave commences active
employment  with  PURCHASER.  Not  later  than  two business days before Closing
PURCHASER  shall provide SELLER with a list of all Former Employees of SELLER to
whom  offers  of employment were made by PURCHASER which shall include the name,
the  base  salary offered and the date the offer was made to the Former Employee
of  the Seller. Purchaser shall update the list 30 days after Closing to reflect
any  subsequent  employee  offers  to  Former  Employees  of  Seller.

     11.4 WARN ACT. After the Effective Date, PURCHASER shall be responsible for
all  requirements  under the United States Federal Worker Adjustment, Retraining
and  Notification  Act  of  1988,  as amended, as such requirements apply to the
Former  Employees  of  SELLER.


IN  WITNESS  WHEREOF,  the  authorized  representatives  of SELLER and PURCHASER
execute this Agreement on the dates stated below.

SELLER                   PURCHASER
PENNACO ENERGY, INC.     CEP - M PURCHASE, LLC
By: /s/ James L. Bowzer  By: /s/ Brandon W. Hargett
Name: James L. Bowzer    Name: Brandon W. Hargett
Title: President         Title: Director
Date: July 21, 2010      Date: July 21, 2010


                         GUARANTOR
                         CURRENT ENERGY PARTNERS
                         CORPORATION
                         By: /s/ Brandon W. Hargett
                         Name: Brandon W. Hargett
                         Title: Director
                         Date: July 21, 2010