Exhibit 10.82

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                               CONVEYANCE OF TERM

                           OVERRIDING ROYALTY INTEREST

                                      FROM

                              BARON PRODUCTION LLC

                                   AS GRANTOR

                                       TO

                                 PCEC SUB 1, LLC

                                   AS GRANTEE

                                  JULY 28 2014

<PAGE>
                                TABLE OF CONTENTS

Article I CONVEYANCE..........................................................2

   Section 1.1    Conveyance..................................................2
   Section 1.2    Non-Operating, Non-Expense-Bearing Interest.................2
   Section 1.3    Royalties; Taxes............................................3
   Section 1.4    Termination.................................................3
   Section 1.5    Delivery to Royalty Owner...................................4
   Section 1.6    Certain Limitations.........................................4
   Section 1.7    Measurement.................................................5
   Section 1.8    No Mortgage, Assignment or Pooling by Working Interest
                  Owner.......................................................5
   Section 1.9    Title.......................................................5
   Section 1.10   No Proportionate Reduction..................................7
   Section 1.11   Government Regulation.......................................7
   Section 1.12   Partial Release and Replacement.............................7

Article II DEFINITIONS........................................................8

   Section 2.1    Definitions.................................................8
   Section 2.2    Rules of Construction; Monthly and Daily Equivalents;
                  Publications...............................................15

Article III MISCELLANEOUS....................................................16

   Section 3.1    Nature of Production Payment; Intentions of the Parties....16
   Section 3.2    Governing Law..............................................17
   Section 3.3    Successors and Assigns.....................................17
   Section 3.4    Counterpart Execution......................................17
   Section 3.5    Further Assurances.........................................17
   Section 3.6    No Subordination to Permitted Encumbrance..................17
   Section 3.7    Partial Invalidity.........................................18
   Section 3.8    Waiver of Jury Trial and Special Damages...................18
   Section 3.9    Consent to Jurisdiction....................................18
   Section 3.10   Partition..................................................18
   Section 3.11   Addresses..................................................18
   Section 3.12   Amendments and Waivers.....................................19

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<PAGE>
                 CONVEYANCE OF TERM OVERRIDING ROYALTY INTEREST

     This Conveyance of Term Overriding  Royalty  Interest (this  "Conveyance"),
dated for reference  purposes as of July 28, 2014,  is made by Baron  Production
LLC, a Texas limited liability company ("Working Interest Owner" and a "Party"),
to PCEC Sub 1, LLC, a Texas limited  liability  company  ("Royalty  Owner" and a
"Party").

     Working  Interest  Owner is the  owner of the  Subject  Interests  (defined
below),  and Working  Interest  Owner has agreed to convey to Royalty  Owner the
following described term overriding royalty interest in such Subject Interests.

     Capitalized terms used herein have the meanings given to them in Article II
hereof unless otherwise defined herein.

     Accordingly,  Working Interest Owner hereby makes the following  conveyance
and  assignment  to, and the following  agreements  for the benefit of,  Royalty
Owner:

                                   ARTICLE I
                                  CONVEYANCE

     Section 1.1 Conveyance.  For and in  consideration  of One Thousand Dollars
($1,000.00) and other good and valuable  consideration  paid by Royalty Owner to
Working  Interest  Owner,  the  receipt  and  sufficiency  of which  are  hereby
acknowledged,  Working Interest Owner hereby GRANTS,  BARGAINS,  SELLS, CONVEYS,
ASSIGNS,  TRANSFERS, SETS OVER AND DELIVERS unto Royalty Owner a term overriding
royalty  interest  in and to the  Subject  Interests  and in and to the  Subject
Hydrocarbons  attributable  thereto  that is  equal  to the  Production  Payment
Percentage  with respect to each Subject  Interest and the Subject  Hydrocarbons
attributable  thereto  (but  not  to  exceed  during  any  Month  the  Scheduled
Quantities plus any Adjustment Quantity of the Subject Hydrocarbons produced and
saved that Month),  together with all and singular the rights and  appurtenances
thereto in anywise belonging  thereto (the "Production  Payment") insofar as and
limited to the Subject Wells described in the Property Exhibit.

     TO HAVE  AND TO  HOLD  the  Production  Payment  unto  Royalty  Owner,  its
successors and assigns until the Termination Time.

     Section 1.2  Non-Operating,  Non-Expense-Bearing  Interest.  The Production
Payment  conveyed hereby is a  non-operating,  non-expense-bearing  limited term
overriding  royalty  interest,  free of all  cost  and  expense  of  production,
operations  and  delivery to the  applicable  Delivery  Points.  The  Production
Payment and the Production  Payment  Hydrocarbons will be free and clear of, and
in no event  will  Royalty  Owner ever be liable or  responsible  in any way for
payment of, any and all (a) costs,  expenses  and  liabilities  associated  with
acquiring, exploring, developing, drilling, redrilling,  maintaining, producing,
operating,  reworking,  repairing,  recompleting,  and  remediating  the Subject
Interests,  or (b) cash balancing  obligations  or Delivery  Point Charges.  All
costs and expenses associated with acquiring, exploring,  developing,  drilling,
redrilling,    maintaining,    producing,   operating,   reworking,   repairing,
recompleting,  and  remediating  the Subject  Interests  and all cash  balancing

                                       2
<PAGE>
obligations  and Delivery Point Charges will be borne by the Retained  Interests
and paid by Working  Interest  Owner  promptly,  on or before the dates the same
become delinquent.

     Section 1.3 Royalties; Taxes. The Production Payment will be free and clear
of (and without deduction of) any and all royalties, overriding royalties, other
production  payments,  and other burdens on production  and will bear no part of
the same; the Retained  Interests  will be burdened  with, and Working  Interest
Owner  will  timely  pay,  all  such  royalties,   overriding  royalties,  other
production  payments,  and other burdens on production.  WORKING  INTEREST OWNER
WILL DEFEND, INDEMNIFY AND HOLD ROYALTY OWNER HARMLESS FROM AND AGAINST ANY LOSS
OR CLAIM WITH RESPECT TO ANY SUCH  ROYALTIES  AND OTHER BURDENS ON PRODUCTION OR
ANY CLAIM BY THE  OWNERS OR  HOLDERS  OF SUCH  ROYALTIES  AND OTHER  BURDENS  ON
PRODUCTION.  WORKING  INTEREST OWNER WILL BEAR AND PAY ALL TAXES WITH RESPECT TO
THE  PRODUCTION  PAYMENT  AND  THE  PRODUCTION  PAYMENT  HYDROCARBONS,  AND  THE
PRODUCTION  PAYMENT  HYDROCARBONS  WILL BE FREE OF TAXES AND  DELIVERED  WITHOUT
DEDUCTION FOR TAXES.

     Section 1.4 Termination.

     (a) The  Production  Payment will remain in full force and effect until the
Termination  Time. At the  Termination  Time,  all rights,  titles and interests
hereby  conveyed to Royalty Owner in the Subject  Interests  will  automatically
terminate  and vest in  Working  Interest  Owner  and,  upon  request by Working
Interest Owner, Royalty Owner (at Working Interest Owner's expense) will execute
and deliver such instruments (in recordable form) as may be reasonably necessary
to  evidence  the  termination  of  the  Production   Payment,   provided  that,
notwithstanding   the  foregoing  or  anything  herein  to  the  contrary,   any
obligations  which any Person may have to  indemnify,  reimburse,  or compensate
Royalty  Owner,  or to make  payments to Royalty  Owner on account of Production
Payment Hydrocarbons produced before the Termination Time, or to give reports or
take other actions with respect to such Production Payment  Hydrocarbons or such
payments, will survive any termination of the Production Payment.

     (b) No pipeline  company or other Person  purchasing,  taking or processing
Production  Payment  Hydrocarbons  will be required to take notice of or to keep
informed  concerning  termination of the Production Payment until actual receipt
of a  termination  instrument  signed by Royalty  Owner as  contemplated  in the
preceding subsection.

     (c) If any individual Subject Interest (or portion thereof,  as applicable)
should by its terms terminate  before the Termination  Time and not be extended,
renewed or replaced,  then the  Production  Payment will no longer apply to that
particular  Subject Interest (or such portion thereof,  as applicable),  but the
Production  Payment will remain in full force and effect and  undiminished as to
all remaining  Subject  Interests  (and all  remaining  portions of such Subject
Interest,  as  applicable),  as well as to any new lease referred to in the last
sentence of the  definition  of "Lease" in Section 2.1. No  Scheduled  Quantity,
Adjustment  Quantity  or  Monthly  Adjustment  Amount  will ever be  reduced  or
diminished  by  reason of the  termination  of all or any  portion  of a Subject
Interest.

                                       3
<PAGE>
     Section 1.5 Delivery to Royalty  Owner.  Working  Interest Owner will cause
the Production  Payment  Hydrocarbons to be delivered each Day to Royalty Owner,
or to the credit of Royalty  Owner,  into the  facilities of the Delivery  Point
Recipient at the applicable Delivery Point, in a condition  satisfactory to meet
or exceed all  specifications  and requirements of such Delivery Point Recipient
and free of all Delivery  Point  Charges.  Such delivery will be made on a first
priority  basis  (along  with the other  Subject  Hydrocarbons),  to the  extent
permitted by applicable  Law and by any  contracts  existing on the date hereof,
and Working  Interest  Owner hereby  dedicates to the Subject  Hydrocarbons  all
gathering,  transportation,  processing,  treating  and  compression  plants and
equipment (whether owned or possessed by contract right) and all contract rights
and other rights useful in making such delivery and agrees that the same will be
used to deliver the Subject  Hydrocarbons  in such condition prior to being used
for other  Hydrocarbons  belonging to Working  Interest Owner or its Affiliates.
Although the Production Payment Hydrocarbons are owned by Royalty Owner when and
as produced at the wellhead,  Working Interest Owner will be solely  responsible
for  causing  delivery  thereof  to occur  at the  Delivery  Points  and for the
handling,  management and care of the Production Payment Hydrocarbons until such
delivery has been  completed and solely  responsible  for any damage,  injury or
loss that may occur in connection  therewith.  To the extent it has the right to
do so, Working  Interest Owner hereby grants to Royalty Owner and its purchasers
and agents easements and rights-of-way  over and across the Leases and all lands
subject thereto or pooled, communitized and/or unitized therewith, together with
rights of  ingress  and  egress  to go on or about  such  lands and all  related
production,  processing,  handling  and other  facilities,  for the  purposes of
receiving,   accepting  and  taking  Production  Payment   Hydrocarbons  at  the
applicable Delivery Points and for the further transportation thereof.

     Section 1.6 Certain Limitations.  The Production Payment will be subject to
the following provisions:

     (a) Royalty Owner will look solely to the Production  Payment  Hydrocarbons
for satisfaction and discharge of the Production  Payment,  and Working Interest
Owner will not be personally  liable under this  Conveyance  for the payment and
discharge thereof (although Working Interest Owner will be personally liable for
the performance of its representations,  warranties,  agreements and indemnities
in the  Production  Payment  Documents  (as  defined  in the  Purchase  and Sale
Agreement)).

     (b) The Oil produced from the Subject  Interests will be allocated first to
the Production Payment.

     (c) Neither the occurrence of an event of force majeure nor any other event
or  condition  reducing  or  eliminating   production  or  delivery  of  Subject
Hydrocarbons will suspend the calculation and increase of any Monthly Deficiency
or other component of the Monthly Adjustment Amount.

     Section  1.7  Measurement.  Measurement  of  Subject  Hydrocarbons  will be
determined under the applicable  agreement with the Delivery Point Recipient (or
under the applicable  marketing agreement with any Person purchasing such Oil at
the  Delivery  Point)  and,  if such  agreement  does  not  specify  measurement
procedures,  in accordance with generally  accepted industry practices in effect
at the time and place of  delivery  using then  current  testing  methods of the

                                       4
<PAGE>
American Society for Testing Materials or the American Petroleum Institute.  All
measurements of Oil will be subject to the rights of Working  Interest Owner and
Royalty Owner to audit and confirm such  measurements.  Working  Interest  Owner
hereby represents, warrants and covenants to Royalty Owner that, with respect to
the Subject  Hydrocarbons,  production of Oil from each Subject Well is and will
continue  to be  measured  at a point  prior to any  point  where  Oil from such
Subject  Well is  commingled  with Oil from any other well or wells that are not
Subject Wells.

     Section 1.8 No Mortgage,  Assignment or Pooling by Working  Interest Owner.
During the term of the Production  Payment,  (a) Working Interest Owner will not
mortgage,  pledge or  hypothecate  the Subject  Interests  or create or allow to
remain any lien or security  interest  thereon or on any  Hydrocarbons  produced
therefrom,  other than Permitted  Encumbrances,  and (b) Working  Interest Owner
will not assign, sell, convey or otherwise transfer the Subject Interests or any
part thereof,  unless in each case Royalty Owner expressly  consents  thereto in
writing,  the transferee  expressly  agrees to assume and perform all of Working
Interest  Owner's  obligations  under this  Conveyance  and the other  documents
executed in connection herewith  (contingent,  in the case of a mortgagee,  upon
taking  possession),  and, except for the Security  Documents (as defined in the
Credit  Agreement),  such  mortgage,  pledge,   hypothecation,   lien,  security
interest,  assignment,  sale,  conveyance or other transfer is made and accepted
expressly  subject and subordinate to this Conveyance.  Any purported  mortgage,
pledge, hypothecation, lien, security interest, assignment, sale, conveyance, or
other transfer in violation hereof will be null and void. During the term of the
Production  Payment,  Working Interest Owner will not (except as may be required
by the  terms of any  existing  or new  Lease or by the  terms of any Law or any
order of a court or regulatory authority having jurisdiction,  or unless Working
Interest Owner and Royalty Owner have the same or larger Net Revenue Interest in
each affected  Subject  Interest  both before and after pooling or  unitization)
pool, communitize or unitize the Production Payment or the Subject Interests (or
amend any presently existing pooling,  communitization or unitization  agreement
with respect  thereto) without the express written consent of Royalty Owner, and
any   purported   pooling,   communitization,   unitization   or   amendment  in
contravention  of the preceding clause will be null and void as to Royalty Owner
and will not have the effect of pooling or otherwise  affecting  the  Production
Payment.

     Section 1.9 Title.  Working  Interest  Owner  hereby  binds  itself and its
successors  and assigns to WARRANT and forever  DEFEND all and singular title to
the Production  Payment and the  Production  Payment  Hydrocarbons  unto Royalty
Owner, its successors and assigns, against every Person lawfully claiming or who
may claim the same or any part thereof,  including any Person  claiming  under a
Permitted  Encumbrance.  In addition,  and without  limitation of the foregoing,
Working Interest Owner warrants and represents to Royalty Owner that:

     (a) each Lease is a valid and  subsisting  oil, gas and/or  mineral  lease,
deed or other  instrument  covering the lands and depths described in such Lease
(subject  to any  limitations  as to  depth  or areal  extent  set  forth in the
Property Exhibit with respect to such Lease).

     (b) the ownership of Working  Interest Owner of the Subject  Interests does
and will, with respect to each Lease, unit, formation, or well identified in the
Property  Exhibit,   (i)  entitle  Working  Interest  Owner  and  Royalty  Owner
collectively  to receive and retain a percentage  Net Revenue  Interest share of

                                       5
<PAGE>
the Hydrocarbons produced from (or, to the extent pooled or unitized,  allocated
to) such Lease,  unit,  formation or well equal to (or  exceeding) the Warranted
Net Revenue Interest  Percentage set forth in the Property  Exhibit,  determined
after taking all Non-Consent  Provisions,  if any, into account,  and (ii) cause
Working  Interest Owner to be obligated to bear a percentage  share of the costs
associated with operations on such Lease,  unit,  formation,  or well that is no
more than the Warranted  Working  Interest  Percentage set forth in the Property
Exhibit, which share of costs is not subject to increase (except as specifically
described in such Exhibit) without either a corresponding  proportional increase
in the  associated  Net  Revenue  Interest  or the  right to  receive  immediate
reimbursement  for such increased  costs from another owner of interests in such
Lease, unit, formation or well.

     (c) such shares of production,  as reflected on the Property Exhibit, which
Working Interest Owner and Royalty Owner are entitled to receive and retain, and
such shares of expenses,  as reflected on the Property  Exhibit,  which  Working
Interest  Owner is  obligated  to bear,  are not subject to change upon  Working
Interest  Owner's  or any other  Person's  achievement  of payout or some  other
measure  of  recovery  of costs  incurred  with  respect  to any of the  Subject
Interests  prior to the  Effective  Time,  except as expressly  described in the
Property Exhibit.

     (d) Working  Interest Owner's title to the Subject  Interests,  the Subject
Hydrocarbons and the facilities,  equipment,  and all related contractual rights
needed for the  operation of the Subject  Interests  and the  production  of the
Subject Hydrocarbons is free and clear of (i) any encumbrances, liens, mortgages
or  pledges,  other  than  Permitted  Encumbrances  and any liens  and  security
interests being released  concurrently with the grant of the Production Payment,
(ii) any preferential purchase rights (other than those that have been waived or
the time  period  for  exercise  of  which  has  expired  without  exercise)  or
requirements  for  consents  to  assignment  (other  than  those  that have been
obtained or waived) that would be  applicable to or  exercisable  as a result of
this Conveyance, and (iii) any other defects that would materially and adversely
affect or interfere  with the  operation,  use,  possession,  ownership or value
thereof as currently  owned,  operated,  conducted and used by Working  Interest
Owner or, if not Working  Interest Owner, the current operator of the applicable
Lease.

     This Conveyance is made with full  substitution  and subrogation of Royalty
Owner  in  and  to all  covenants,  representations  and  warranties  by  others
heretofore given or made with respect to the Subject Interests.

     Section 1.10 No Proportionate  Reduction.  It is understood and agreed that
the Production Payment  Hydrocarbons and the Production Payment Percentages will
be  determined  based  on  100%  of the  full  Warranted  Net  Revenue  Interest
Percentages  of the  Hydrocarbons  produced  from (or,  to the extent  pooled or
unitized, allocated to) the Subject Lands and will not be reduced for any reason
except to the extent expressly provided in Section 1.11. Among other things, the
Production Payment  Hydrocarbons and the Production Payment Percentages will not
be reduced due to (a) the undivided  interest owned by Working Interest Owner in
a Lease being less than the entire  interest in such Lease,  or (b) the interest
in  Hydrocarbons  or other minerals  underlying any portion of the Subject Lands
which is covered by a particular  Lease (or group of Leases) being less than the
entire interest in the Hydrocarbons  and other minerals  underlying such portion
of the Subject Lands.

                                       6
<PAGE>
     Section 1.11 Government  Regulation.  The  obligations of Working  Interest
Owner hereunder will be subject to all applicable  Laws.  Working Interest Owner
will timely make all filings with all applicable agencies, boards, officials and
commissions  having  jurisdiction  with  respect to the Subject  Interests,  the
operation  thereof or the  Production  Payment  prior to or at the time any such
filing  becomes  due.  Should  any Laws,  any Leases or any  presently  existing
provisions in presently existing private contracts (including those limiting the
size of overriding  royalties and similar  interests but excluding any contracts
directly  entered into by Royalty Owner) be applicable to the Subject  Interests
so as to limit  the  portion  of the  Hydrocarbons  produced  from a  particular
Subject  Interest  which may be  attributable  to the  Production  Payment,  the
Production  Payment will, as to such Subject Interest and for the period of time
during which such Law, Lease or contractual provision is applicable,  be limited
to the maximum  amount of  production  from such Subject  Interest  which can be
attributed  to the  Production  Payment  under  such Law,  Lease or  contractual
provision;  provided, however, should such limitation be in effect as to any one
or more Subject Interests, then (without prejudice to other rights Royalty Owner
may have) the portion of production  from (or, to the extent pooled or unitized,
allocated to) the other Subject  Interests  which would be  attributable  to the
Production  Payment in the absence of the provisions of this  subsection will be
increased to the maximum extent  permitted (up to 90%) to cause Royalty Owner to
receive,  by virtue of ownership of the Production  Payment,  the same aggregate
amount of Oil that  Royalty  Owner would have  received  had such Law,  Lease or
contractual  provision  not reduced the share of  production  from such  Subject
Interest with respect to which the Production Payment could be paid.

     Section 1.12 Partial Release and  Replacement.  Working  Interest Owner and
Royalty  Owner  agree that in the event that the  Subject  Interests  located in
Taylor County,  Texas, are to be sold by Working  Interest Owner,  Royalty Owner
will agree to reconvey to Working  Interest Owner its remaining term  overriding
royalty  interest  in such  Subject  Interests  in  exchange  for either (at the
election  of Royalty  Owner)  (a) the  conveyance  to  Royalty  Owner by Working
Interest Owner, upon substantially the same terms as this Conveyance,  of a term
overriding  royalty interest in additional Leases that will serve to replace the
Production  Payment  Hydrocarbons  attributable  to the Subject  Interests being
sold, such additional  Leases,  term overriding royalty interest and all related
documents to be  satisfactory in form and substance to Royalty Owner in its sole
discretion or (b) a reconveyance  payment to Royalty  Owner,  in an amount to be
determined  by Royalty  Owner,  and  corresponding  reductions  in the Aggregate
Quantity and Scheduled  Quantities as evidenced by a duly executed  amendment to
this Conveyance,  such reconveyance  payment, such reductions and such amendment
to be satisfactory in form and substance to Royalty Owner.

                                   ARTICLE II
                                  DEFINITIONS

     Section 2.1  Definitions.  As used herein and in the exhibits  hereto,  the
following terms have the respective meanings ascribed to them below:

     "Adjustment  Quantity"  means,  during  each  Month,  the  quantity  of Oil
determined by dividing the Monthly  Adjustment  Amount as of the commencement of
such Month by the Field Price of Oil for such Month.

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<PAGE>
     "Affiliate" means, with respect to any Person, any other Person that either
directly or  indirectly  controls or manages,  is controlled or managed by or is
under common  control or  management  with such first  Person.  For the purposes
hereof,  "control"  means the right or power to direct the  policies  of another
through management  authority,  equity ownership,  delegated  authority,  voting
rights or otherwise.

     "Aggregate Quantity" means 90,000 Barrels of Oil.

     "Bankruptcy Code" means Title 11 of the United States Code,ss.101, ET SEQ.,
as amended.

     "Barrel" means 42 United States standard gallons at 60 degrees Fahrenheit.

     "Business  Day" means any day other than a Saturday,  a Sunday or a holiday
on which national banking associations in the State of Texas are closed.

     "Calculation  Date" has the meaning specified in the definition of "Monthly
Adjustment Amount".

     "Central Time" means Central Standard Time or Central Daylight Savings Time
in effect in Dallas, Texas on the date in question.

     "Credit Agreement" means the Credit Agreement, dated as of the date hereof,
among Working  Interest Owner,  the Parent,  the lenders from time to time party
thereto,  and Petro Capital Energy Credit, LLC, as administrative agent for such
lenders,  as amended restated,  supplemented or otherwise  modified from time to
time.

     "Day" means a period of 24 consecutive hours beginning at 9:00 a.m. Central
Time, on each calendar day, and "Daily" has the correlative meaning.

     "Delivery  Point"  means the meter at each  point of  delivery  of  Subject
Hydrocarbons  into a  pipeline  or  gathering  system  or  other  transportation
facilities  (including  vehicles) of a Delivery  Point  Recipient,  or any other
point or points  mutually  agreed to in writing by  Working  Interest  Owner and
Royalty Owner.

     "Delivery  Point Charges" means all costs and charges  associated  with the
delivery  of the  Production  Payment  Hydrocarbons  into  the  facilities  of a
Delivery Point  Recipient in a condition and at pressures  sufficient to satisfy
all requirements in the applicable  contract with such Delivery Point Recipient,
including  all  gathering,  transportation,  marketing,  treating,  compression,
dehydration, fuel and handling costs and charges.

     "Delivery Point  Recipient"  means, at any time with respect to any Subject
Interest, the owner of the gathering system or transporting vehicles immediately
downstream of each applicable Delivery Point.

     "Effective Time" means 9:00 a.m., Central Time, on August 1, 2014.

     "Field  Price"  means  with  respect to Oil the price per Barrel of Oil for
each Month that is determined in accordance with Schedule 2.

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<PAGE>
     "Gas"  means  natural  gas  and  other  gaseous   hydrocarbons,   including
casinghead  gas  and  the  liquid  products  of gas  processing,  but  excluding
condensate  and other liquid  hydrocarbons  removed by  conventional  mechanical
field separation at or near the wellhead.

     "Hydrocarbons" means Oil and Gas.

     "Index  Rate"  means  the rate of  seventeen  percent  (17.0%)  per  annum,
calculated on the basis of actual days elapsed and a year of 360 days.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
from time to time.

     "Law"  means  any  statute,  law,  regulation,   ordinance,  rule,  treaty,
judgment, order, decree, permit,  concession,  franchise,  license, agreement or
other  governmental  restriction  of the United States or any state or political
subdivision thereof, of any Indian nation or tribal authority, or of any foreign
country or any department,  province or other political subdivision thereof. Any
reference to a Law includes any amendment or  modification  to such Law, and all
regulations, rulings, and other Laws promulgated under such Law.

     "Lease" means (subject to the depth limitations described in Exhibit A) any
oil,  gas and/or  mineral  lease  described,  referred to or  identified  in the
Property Exhibit and any other deed,  assignment,  order, contract or instrument
creating or evidencing  ownership of a Subject Interest,  in each case as to all
lands and depths described in such lease, deed,  assignment,  order, contract or
instrument  (or the  applicable  part or  portion  of such  lands and  depths if
specifically limited in depth or areal extent in the Property Exhibit), together
with any renewal,  amendment,  ratification  or  extension of such lease,  deed,
assignment,  order, contract or instrument.  This Conveyance will also apply to,
and the term  "Lease"  will  include,  any new lease to the extent that such new
lease  covers  any  interest  covered  by any  oil,  gas  and/or  mineral  lease
described,  referred to or identified in the Property  Exhibit if such new lease
is acquired by Working  Interest Owner or its  Affiliates  during the term of or
within one (1) year after expiration of the predecessor  lease (provided that no
such new lease will be subject to this  Conveyance if such new lease is executed
and delivered after the Termination Time).

     "Lease Use  Hydrocarbons"  means any Hydrocarbons that are unavoidably lost
in the  production  thereof  or that are used by Working  Interest  Owner or the
operator of the Subject Interests or any unit in which the Subject Interests are
pooled or unitized in compliance herewith for drilling and production operations
conducted prudently and in good faith for the purpose of producing  Hydrocarbons
from the Subject Interests or from such unit, but only for so long as and to the
extent such Hydrocarbons are so used.

     "Month" means the time period beginning at 9:00 a.m.,  Central Time, on the
first day of each calendar  month and ending at 9:00 a.m.,  Central Time, on the
first  day  of the  next  succeeding  calendar  month,  and  "Monthly"  has  the
correlative meaning.

     "Monthly Adjustment Amount" means zero dollars as of the Effective Time. As
of the  commencement  of each  succeeding  Month  after  the  Effective  Time (a
"Calculation  Date"),  such term means an amount of dollars  equal to the sum of
the following:

                                       9
<PAGE>
     (a) the Monthly Adjustment Amount as of the commencement of the immediately
preceding Month, plus

     (b) any Monthly Deficiency for the immediately preceding Month, minus

     (c) any Monthly Credit for the immediately preceding Month, plus

     (d) an amount equal to the notional interest that would accrue at the Index
Rate on a principal  amount equal to the Monthly  Adjustment  Amount (if any) as
determined as of the end of the immediately  preceding Month for the period from
and including the first  Calculation Date to but not including the first Monthly
Settlement Date following such Calculation  Date. For a Calculation Date that is
the first Day in September,  2014, for example,  such notional  principal amount
would be the Monthly  Adjustment  Amount as of the end of the preceding Month of
August 2014  (i.e.,  as of 9:00 a.m.  on  September  1, 2014) and the period for
which such notional  interest  would be calculated  would be the period from and
including the first Business Day of September 2014 to but not including the last
Business Day of September 2014.

     "Monthly  Credit" means for each Month the product  obtained by multiplying
(a) the aggregate  amount,  if any, by which the quantity of Production  Payment
Hydrocarbons  actually  received by, or sold on behalf of,  Royalty Owner during
such Month  exceeds the Scheduled  Quantity for such Month,  times (b) the Field
Price of Oil for such Month.

     "Monthly   Deficiency"  means  for  each  Month  the  product  obtained  by
multiplying  (a) the  aggregate  amount,  if  any,  by  which  the  quantity  of
Production  Payment  Hydrocarbons  actually  received  by, or sold on behalf of,
Royalty  Owner  during such Month is less than the  Scheduled  Quantity for such
Month times (b) the Field Price of Oil for such Month.

     "Monthly  Settlement  Date" means, for each Month, the last Business Day of
the following  Month. The Monthly  Settlement Date for production  during August
2014 will be the last Business Day of September 2014, and so forth.

     "Mortgage" means the Second Lien Deed of Trust,  Assignment of As-Extracted
Collateral,  Security  Agreement,  Fixture  Filing and Financing  Statement from
Working Interest Owner for the benefit of Royalty Owner, dated as of the Closing
Date.

     "Net Revenue  Interest" means a percentage share of the  Hydrocarbons  (and
the proceeds  thereof)  produced and saved from or  attributable to a particular
Lease,  Subject  Interest  or  Subject  Well,  after  deducting  all  royalties,
overriding  royalties,   non-participating  royalties,  net  profits  interests,
production payments,  and other burdens on or payments out of production,  other
than the Production Payment itself.

     "Non-Affiliate"  means any Person other than Working Interest Owner and its
Affiliates.

     "Non-Consent Hydrocarbons" means those Hydrocarbons produced from a Subject
Interest during the applicable period of recoupment or reimbursement pursuant to
a Non-Consent Provision covering that Subject Interest,  which Hydrocarbons have
been relinquished to the consenting party or participating party under the terms
of such  Non-Consent  Provision as the result of an election by Working Interest
Owner  not to  participate  in the  particular  operation,  provided  that  such

                                       10
<PAGE>
election by Working  Interest Owner has been made in good faith and as a prudent
operator  and in  compliance  with the  terms of this  Conveyance  and any other
agreements  made in connection  herewith by Working  Interest  Owner and Royalty
Owner.

     "Non-Consent  Provision"  means a  contractual  provision  contained  in an
applicable  Non-Affiliate   third-party  operating  agreement,  unit  agreement,
contract  for  development  or  other  similar  instrument  that is a  Permitted
Encumbrance,  which provision  covers so-called  non-consent  operations or sole
benefit   operations   and  provides  for   relinquishment   of   production  by
non-consenting  or  non-participating  parties  during a period of recoupment or
reimbursement of costs and expenses of the consenting or participating parties.

     "Oil" means crude oil, condensate and other liquid hydrocarbons,  including
liquid hydrocarbons  removed by conventional  mechanical field separation at the
wellhead but excluding casinghead gas and the products of gas processing.

     "Parent" means Baron Energy, Inc., a Nevada corporation.

     "Parties" means Working Interest Owner and Royalty Owner.

     "Permitted  Encumbrance"  means the  following  with respect to any Subject
Interest:

     (a) lessors' royalties,  overriding royalties,  reversionary  interests and
similar  burdens that (i) are of record on the date  hereof,  (ii) do not at any
time reduce the share of production  from (or, if pooled or unitized,  allocated
to) any Lease,  unit,  formation,  or well set forth on the Property  Exhibit to
which  Working  Interest  Owner is  entitled by virtue of its  ownership  of the
Subject  Interests (as calculated before giving effect to this Conveyance) below
the Warranted Net Revenue Interest  Percentage for such Lease, unit,  formation,
or well, and (iii) do not at any time increase  Working Interest Owner's Working
Interest in any Lease, unit, formation or well set forth on the Property Exhibit
without a  corresponding  increase  in  Working  Interest  Owner's  Net  Revenue
Interest for such Lease, unit, formation or well;

     (b)  operating  agreements  and  unitization,  pooling and  communitization
agreements  described  in  Section  3.1(m)  of the  Disclosure  Schedule  to the
Purchase and Sale Agreement  that (i) are in existence on the date hereof,  (ii)
do not at any time  reduce  the  share of  production  from  (or,  if  pooled or
unitized,  allocated to) any Lease,  unit,  formation,  or well set forth on the
Property  Exhibit to which Working  Interest  Owner is entitled by virtue of its
ownership of the Subject  Interests (as calculated  before giving effect to this
Conveyance) below the Warranted Net Revenue Interest  Percentage for such Lease,
unit, formation, or well, and (iii) do not at any time increase Working Interest
Owner's Working Interest in any Lease, unit, formation, or well set forth on the
Property  Exhibit without a corresponding  increase in Working  Interest Owner's
Net Revenue Interest for such Lease, unit, formation, or well;

     (c) contracts and other matters that (i)  specifically  affect such Subject
Interest,  (ii) do not at any time reduce the share of  production  from (or, if
pooled or unitized,  allocated to) any Lease, unit, formation, or well set forth
on the Property Exhibit to which Working Interest Owner is entitled by virtue of
its ownership of the Subject  Interests (as  calculated  before giving effect to
this Conveyance)  below the Warranted Net Revenue  Interest  Percentage for such
Lease, unit,  formation,  or well, and (iii) do not at any time increase Working

                                       11
<PAGE>
Interest Owner's Working  Interest in any Lease,  unit,  formation,  or well set
forth on the  Property  Exhibit  without a  corresponding  increase  in  Working
Interest Owner's Net Revenue Interest for such Lease, unit, formation, or well;

     (d) Oil sales  contracts on normal market terms that provide for an initial
term of one year or less or are  terminable  without  penalty  upon no more than
thirty (30) days' notice to the  purchaser or are not binding on the  Production
Payment;

     (e) liens for Taxes or governmental assessments that are not yet delinquent
or  are  being  contested  in  good  faith  by  appropriate   proceedings  which
effectively delay any enforcement thereof;

     (f)  materialman's,   mechanic's,  repairman's,  employee's,  contractor's,
operator's and other similar liens or charges  arising by Law or contract in the
ordinary  course of business to the extent  securing  current  accounts  payable
(owing with  respect to goods or services  provided  with respect to the Subject
Interests)  that  are not  more  than 30 days  past  the  invoice  or due  date,
whichever  is  earlier,  unless  being  contested  in good faith by  appropriate
proceedings which effectively delay any enforcement thereof;

     (g) easements,  rights-of-way,  restrictions,  servitudes, permits, surface
leases and other rights in respect of surface  operations  that do not interfere
materially  with  the  operation,  value  or use of  such  Subject  Interest  or
adversely affect the value of the Production Payment;

     (h) liens and security interests in favor of Royalty Owner;

     (i) liens and security  interests  created  pursuant to the requirements of
the Credit Agreement;

     (j) liens under any  mortgage,  pledge or security  agreement  entered into
pursuant  to the  requirements  of any  indenture,  loan  agreement  or  similar
document for borrowed money, provided that liens under any such mortgage, pledge
or security agreement are made and accepted expressly subject and subordinate to
this Conveyance and the Mortgage; and

     (k) All other  charges,  encumbrances,  title  defects  and  irregularities
(other than liens and security interests)  affecting the Subject Interests which
taken  individually  or together:  (i) do not reduce the value of the Production
Payment or  interfere  with the  operation,  value or use of any of the  Subject
Interests;  (ii) do not  prevent  Working  Interest  Owner  from  receiving  the
unencumbered proceeds of production from any of the Subject Interests or Royalty
Interest Owner from receiving Production Payment  Hydrocarbons,  or the proceeds
thereof;  (iii) do not reduce  the share of  production  from (or,  if pooled or
unitized, allocated to) any Lease, unit, formation, or well set forth on Exhibit
A to which Working  Interest Owner is entitled by virtue of its ownership of the
Subject Interest (as calculated  before giving effect to this Conveyance)  below
the Warranted Net Revenue Interest  Percentage for such Lease, unit,  formation,
or well and (iv) do not increase  Working  Interest  Owner's Working Interest in
any Lease or unit set forth on  Exhibit A without a  corresponding  increase  in
Working Interest Owner's Net Revenue Interest for such Lease,  unit,  formation,
or well.

                                       12
<PAGE>
     "Person" means an individual,  corporation,  partnership, limited liability
company,  association,  joint  stock  company,  pension  fund,  trust or trustee
thereof,  estate  or  executor  thereof,  unincorporated  organization  or joint
venture, court or governmental unit or any agency or subdivision thereof, or any
other legally recognizable entity.

     "Production Payment" has the meaning given such term in Section 1.1.

     "Production Payment  Hydrocarbons" means the Subject Hydrocarbons  conveyed
and assigned to Royalty Owner pursuant to Section 1.1.

     "Production  Payment  Percentage"  means,  with  respect  to  each  Subject
Interest  and the Subject  Hydrocarbons  produced  therefrom  (or, to the extent
pooled or unitized,  allocated  thereto),  ninety percent (90%) of the Warranted
Net Revenue  Interest  Percentage  specified  in the  Property  Exhibit for such
Subject Interest.

     "Property Exhibit" means Exhibit A attached hereto.

     "Purchase and Sale  Agreement"  means the Purchase and Sale Agreement dated
as of the Closing Date between Working Interest Owner and Royalty Owner.

     "Retained  Interests"  means the rights and  interests  retained by Working
Interest  Owner in the Subject  Interests  after  conveyance  of the  Production
Payment  hereunder,  including  both the rights  and  interests  in the  Subject
Interests  that are  retained by Working  Interest  Owner during the term of the
Production  Payment  and the  entire  Subject  Interests  at any  time  when the
Production Payment has terminated or is otherwise not in effect.

     "Royalty Owner" refers to Baron  Production LLC, a Texas limited  liability
company, as well as to its successors and assigns hereunder.

     "Scheduled  Quantity"  means  with  respect  to each  Month  the  aggregate
quantity of Hydrocarbons that is set forth for such Month on Schedule 1.

     "Subject  Hydrocarbons" means the Oil in and under and that may be produced
after the Effective  Time from (or, to the extent pooled or unitized,  allocated
to) the Subject Lands that are attributable to the Subject Interests (determined
after deducting all royalties,  overriding  royalties,  production  payments and
similar burdens,  excluding only the Production  Payment,  which both burden the
Subject  Interests  on the date hereof and are  reflected in the  Warranted  Net
Revenue  Interest  Percentages  set out on the  Property  Exhibit).  The Subject
Hydrocarbons  will not be  deemed to  include  any  Lease  Use  Hydrocarbons  or
Non-Consent Hydrocarbons attributable to the Subject Interests, and no Lease Use
Hydrocarbons or Non-Consent  Hydrocarbons  will be included in the determination
of Production Payment Hydrocarbons.

     "Subject Interests" means:

     (a) all of the  interests  set forth in the Property  Exhibit in and to the
Leases,  units and wells described therein and the other property  interests (if
any) described in the Property Exhibit, limited in each instance to each subject
Well described on the Property Exhibit.

                                       13
<PAGE>
     (b) all other right, title, interest or claim (of every kind and character,
whether legal or equitable and whether vested or contingent) of Working Interest
Owner in and to (i) any Lease or any such unit or other property interest,  (ii)
the lands and estates  covered by the Leases or by such units and other property
interests,  and (iii)  all other  lands and  estates  now or  hereafter  pooled,
communitized or unitized therewith, or in and to the oil, gas and other minerals
that may be  produced  therefrom  or  allocated  thereto,  even  though  Working
Interest  Owner's  interest be  incorrectly  or  incompletely  described  in, or
omitted from, the Property Exhibit, and

     (c) all rights,  titles and interests of Working  Interest Owner in and to,
or otherwise derived from, all presently  existing or hereafter created oil, gas
or mineral unitization, pooling, or communitization agreements,  declarations or
orders  and in and to the  properties  covered  and the  units  created  thereby
(including all units formed under orders, rules, regulations,  or other official
acts of any federal,  state, or other authority having  jurisdiction,  voluntary
unitization  agreements,  designations or declarations,  and so-called  "working
interest units" created under operating agreements or otherwise) relating to the
properties  described in paragraphs (a) or (b) above in this definition,  all as
the same may be enlarged from time to time by the discharge of any burdens or by
the  removal  of any  charges  or  encumbrances  to which any of the same may be
subject on the date hereof,  and any and all renewals and  extensions  of any of
the same,  but limited in each  instance to each  Subject  Well on the  Property
Exhibit.

     "Subject Lands" means all lands described, referred to or identified in the
Property Exhibit and all lands subject to each Lease or other property  interest
that is described in the Property Exhibit,  but limited in each instance to each
Subject Well on the Property Exhibit.

     "Subject Wells" means all wells identified in the Property Exhibit.

     "Taxes" means all ad valorem, property, gathering, transportation, pipeline
regulating,  gross receipts,  severance,  production,  excise,  heating content,
carbon, environmental, occupation, sales, use, value added, fuel, franchise, and
other taxes and governmental  charges and assessments  imposed on or as a result
of all or any part of the Subject  Interests,  the  Hydrocarbons  produced  from
Subject  Interests  or  the  proceeds  thereof,   the  Production  Payment,  the
Production Payment Hydrocarbons or the proceeds thereof, regardless of the point
at which or the manner in which or the Person  against whom such taxes,  charges
or assessments are charged,  collected,  levied or otherwise imposed.  Interest,
penalties and withholding  obligations  owing to governmental  authorities  with
respect to any Taxes also constitute  Taxes.  The only taxes which are not Taxes
are federal and state  income and  franchise  taxes  imposed on Royalty  Owner's
income or business  generally  (provided that "windfall profits" taxes and other
taxes  imposed  on Oil  production  or  the  revenues  or  income  therefrom  do
constitute "Taxes").

     "Termination  Time"  means  9:00  a.m.,  Central  Time,  on July 31,  2017,
provided  that if at such time the Royalty  Owner has not received the Aggregate
Quantity,  the Termination  Time will not occur until the time and date that the
Royalty Owner shall have received and realized,  out of the  Production  Payment
Hydrocarbons, the Aggregate Quantity.

     "Warranted Net Revenue Interest  Percentage" means the percentage set forth
on the Property Exhibit  indicating Working Interest Owner's claimed Net Revenue

                                       14
<PAGE>
Interest in a particular Lease, unit, formation, or well, generally by reference
to "Net Revenue Interest," "NRI," "NRI Percentage" or words of similar import.

     "Warranted  Working Interest  Percentage" means the percentage set forth on
the  Property  Exhibit  indicating  Working  Interest  Owner's  claimed  Working
Interest in a particular Lease, unit, formation, or well, generally by reference
to "Working Interest," "WI," "WI Percentage" or words of similar import.

     "Working  Interest"  means  the  interest  owned  in oil  and  gas  leases,
leaseholds,  contracts  or  other  oil and gas  interests  (including  leasehold
interests,  operating  rights  interests or other  cost-bearing  interests,  and
mineral fee or ownership  interests)  that  determines the  percentage  share of
costs borne by the owner of such interest.

     "Working  Interest  Owner" refers to Baron  Production LLC, a Texas limited
liability company, as well as to its successors and assigns hereunder.

     Section  2.2  Rules  of  Construction;   Monthly  and  Daily   Equivalents;
Publications.

     (a) All references in this  Conveyance to articles,  sections,  subsections
and other subdivisions refer to corresponding  articles,  sections,  subsections
and other subdivisions of this Conveyance unless expressly  provided  otherwise.
Titles  appearing  at  the  beginning  of  any  of  such  subdivisions  are  for
convenience  only, do not constitute  part of such  subdivisions,  and are to be
disregarded in construing the language contained in such subdivisions. The words
"this Conveyance", this instrument",  "herein", "hereof",  "hereunder" and words
of similar import refer to this  Conveyance as a whole and not to any particular
subdivision unless expressly so limited.  Unless the context otherwise requires,
"including" and its grammatical  variations mean "including without limitation";
"or" is not  exclusive;  words in the singular  form include the plural and vice
versa;  words in any gender include all other genders;  references herein to any
instrument or agreement  refer to such instrument or agreement as it may be from
time to time amended,  restated,  or supplemented;  and references herein to any
Person  include such Person's  successors  and assigns.  All  references in this
Conveyance  to exhibits and  schedules  refer to exhibits and  schedules to this
Conveyance unless expressly provided otherwise, and the Property Exhibit and all
other exhibits and schedules to this Conveyance are hereby  incorporated  herein
by reference and made a part hereof for all purposes.  This  Conveyance has been
drafted with the joint participation of Working Interest Owner and Royalty Owner
and is to be construed  neither  against nor in favor of either Party but rather
in accordance with the fair meaning hereof.

     (b) To the  extent  that  this  Conveyance  refers to  information  or data
measured or based upon Daily  production or deliveries of Hydrocarbons  and such
information  or data is  instead  provided  or  available  only with  respect to
Monthly production or deliveries of Hydrocarbons, such Monthly Hydrocarbons will
be deemed  produced or  delivered  in equal  quantities  on each Day during such
Month. To the extent that this Conveyance  refers to Daily price information for
production or deliveries of Hydrocarbons and such information or data is instead
provided  or  available  only  on a  Monthly  basis,  then  such  Monthly  price
information will be deemed to apply on each Day during such Month.

                                       15
<PAGE>
     (c)  To  the  extent  that  this  Conveyance  incorporates  prices,  rates,
adjustments to prices or rates or other  information  from a specific  source or
publication and that source or publication for any reason  temporarily  fails or
permanently   ceases  to  publish  such  information,   or  ceases   publication
altogether,  or changes the heading or format  under which such  information  is
published,  or changes the source of information  which it publishes  under such
heading  or  format,  and in any such case this  Conveyance  does not  otherwise
specify  how to deal  with  such  event,  then  for so  long  as such  situation
continues Royalty Owner will designate,  in good faith, a reasonable alternative
source for the same or equivalent  information  and the Parties will  thereafter
use such designated alternative source.

                                  ARTICLE III
                                 MISCELLANEOUS

     Section 3.1 Nature of Production Payment;  Intentions of the Parties.  This
Conveyance  is an  absolute  conveyance  of an interest  in real  property.  The
Production  Payment  constitutes  a  "production  payment" as defined in Section
101(42A) of the Bankruptcy  Code and referred to in Section  541(b)(4)(B)(i)  of
the Bankruptcy  Code.  The Parties  intend for the Production  Payment to at all
times be treated for  federal  income tax  purposes  (and for the purpose of any
similarly calculated state income or franchise taxes, but for no other purposes)
as a  mortgage  loan  (and not a  "royalty"  or  other  "economic  interest"  in
Hydrocarbons)   within  the  meaning  of  the  Internal  Revenue  Code  and  the
regulations and judicial  authority  relating thereto,  and the Parties agree to
report the Production Payment accordingly on all applicable tax returns. Nothing
in this Conveyance may be construed to constitute  either Party (under state Law
or for tax  purposes) in  partnership  with the other Party or to  constitute an
assignment by Working  Interest Owner to Royalty Owner of an interest in any tax
partnership  burdening the Subject  Interests.  The Production  Payment does not
include  any  ownership  interest  in and to  any of the  fixtures,  structures,
equipment or other  tangible  personal  property now or hereafter  placed on, or
used  in  connection  with,  the  Subject  Interests  or any  right  to  conduct
operations with any of the foregoing.

     Section  3.2  Governing  Law.  THIS  CONVEYANCE  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF TEXAS.

     Section  3.3  Successors  and  Assigns.   The  covenants,   provisions  and
conditions  contained  in this  Conveyance  are  agreed and  acknowledged  to be
covenants running with the land and the respective interests of Working Interest
Owner  and  Royalty  Owner  and  will  be  binding  upon  and  (subject  to  the
restrictions in Section 1.8) inure to the benefit of Working  Interest Owner and
Royalty Owner and their  respective  successors and permitted  assigns.  Royalty
Owner  and its  successors  and  assigns  may,  and  nothing  contained  in this
instrument  will in any way limit or  restrict  the right of Royalty  Owner,  or
Royalty Owner's  successors and assigns to, sell,  convey,  assign,  mortgage or
otherwise  transfer the Production  Payment or its rights and obligations  under
this  Conveyance in whole or in part. If at any time Royalty  Owner,  or Royalty
Owner's  successors  and  assigns,  execute a mortgage,  pledge or deed of trust
covering  all  or any  part  of the  Production  Payment  as  security  for  any
obligation,  the  mortgagee,  the  pledgee or the trustee  therein  named or the
holder of the obligation  secured  thereby will be entitled,  to the extent such
mortgage,  pledge or deed of trust so  provides,  to exercise all of the rights,
remedies,  powers and privileges herein conferred upon Royalty Owner and to give

                                       16
<PAGE>
or withhold  all  consents  herein  required or  permitted  to be obtained  from
Royalty Owner. All references herein to either Working Interest Owner or Royalty
Owner include their respective successors and permitted assigns.

     Section 3.4 Counterpart Execution.  This Conveyance is executed in multiple
originals  all of  which  constitute  one and  the  same  Conveyance;  provided,
however,  in order to  facilitate  recording  of this  Conveyance  in the public
records of each of the  jurisdictions in which the Subject Interests are located
(or in each of the  jurisdictions  adjacent to any offshore Subject  Interests),
the exhibits  attached to a counterpart  recorded in a single  jurisdiction  may
contain only those pages (or portions  thereof) which apply to Subject Interests
that  are  located  in  (or  are  adjacent  to)  such   jurisdiction.   Complete
counterparts of this Conveyance have been retained by each of the Parties, and a
complete counterpart of this Conveyance is recorded in Harrison County, Texas.

     Section 3.5 Further  Assurances.  Working Interest Owner will take all such
further  actions and will  execute,  acknowledge  and  deliver all such  further
documents that may  reasonably be requested by Royalty Owner to effectuate  this
Conveyance or to carry out the purposes of this Conveyance.

     Section 3.6 No Subordination to Permitted Encumbrance.  Certain agreements,
contracts and other documents are listed in the Property Exhibit and included in
the definition of Permitted  Encumbrances.  References herein or in the Property
Exhibit to Permitted  Encumbrances  are made solely for the purpose of modifying
Working  Interest  Owner's  warranties  and  representations  as to the  Subject
Interests,  and without  regard to whether or not any Permitted  Encumbrance  is
valid,  subsisting,  legal  or  enforceable  or  affects  or is  senior  to  the
Production  Payment.  Such  references are not intended to constitute and do not
constitute any express or implied  recognition or acknowledgment by any Party as
to the  validity,  legality,  enforceability  or  priority of the same or of any
term,  provision or condition  thereof or the applicability or seniority thereof
to the  Production  Payment  and do not  revive or ratify the same or create any
rights in any third Person.  No provision in this Conveyance may be construed as
an agreement or expression of intent by Royalty Owner to acquire the  Production
Payment subject to any unrecorded Permitted Encumbrance.

     Section  3.7  Partial  Invalidity.  Except as  otherwise  expressly  stated
herein,  in the event any term or provision  contained in this Conveyance is for
any reason held invalid,  illegal or  unenforceable  to any extent by a court or
regulatory  agency  of  competent  jurisdiction,  such  term or  provision  will
otherwise remain  effective and be enforced,  and all other terms and provisions
hereof will nevertheless  remain effective and will be enforced,  to the fullest
extent permitted by applicable Law.

     Section 3.8 Waiver of Jury Trial and  Special  Damages.  EACH PARTY  HEREBY
RATIFIES  AND  CONFIRMS  ITS WAIVERS OF JURY TRIAL AND SPECIAL  DAMAGES  MADE IN
SECTION 7.9 OF THE PURCHASE AND SALE AGREEMENT.

     Section 3.9 Consent to Jurisdiction. EACH PARTY HEREBYRATIFIES AND CONFIRMS
ITS CONSENT TO AND AGREEMENTS CONCERNING  JURISDICTION,  FORUM AND VENUE MADE IN
SECTION 7.10 OF THE PURCHASE AND SALE AGREEMENT.

                                       17
<PAGE>
     Section 3.10  Partition.  Each Party  acknowledges  and agrees that neither
Party has any right or interest that would permit it to partition any portion of
the Subject  Interests as against the other Party and each Party  hereby  waives
any such right.

     Section 3.11 Addresses. The addresses of Royalty Owner and Working Interest
Owner are as follows:

PCEC Sub 1, LLC
3710 Rawlins Street, Suite 1000
Dallas, TX 75219
Attention: Rosser C. Newton
Fax No.: 214-661-7760
Phone No.: (214) 661-7761

Baron Production LLC
300 S. CM Allen Pkwy, Suite 400
San Marcos, Texas 78666
Attention: Lisa P. Hamilton
Fax No.: (512) 392-7238
Phone No.: (512) 392-5775

     All  notices,  requests,  demands,  instructions  and other  communications
required or permitted to be given hereunder must be in writing and must be given
as provided in the Purchase and Sale Agreement.

     Section 3.12 Amendments and Waivers.  This Conveyance may not be amended or
modified,  and no rights  hereunder may be waived,  except by a written document
signed by the Party to be charged with such  amendment,  modification or waiver.
Provisions of this Conveyance that refer to any consent, approval,  amendment or
waiver by either Party require such consent, approval, amendment or waiver to be
in writing.

     IN WITNESS  WHEREOF,  Working  Interest  Owner and Royalty  Owner have each
executed  this   Conveyance   on  the  dates  set  forth  in  their   respective
acknowledgments  below and Working  Interest Owner has delivered this Conveyance
to Royalty Owner as the transfer and  conveyance to Royalty Owner of a presently
vested property interest,  to be effective with respect to production of Subject
Hydrocarbons as of the Effective Time.


                         [SIGNATURES ON NEXT PAGE]


                                       18
<PAGE>
     EXECUTED this 28th day of July, 2014, to be effective as of the 28th day of
July, 2014.

BARON PRODUCTION LLC

By:
     --------------------------------------------
Name:
     --------------------------------------------
Title:
     --------------------------------------------

STATE OF TEXAS            ss.
                          ss.
COUNTY OF _______         ss.

     This  instrument  was   acknowledged   before  me  on  July  ___,  2014  by
__________________________, the _______________________ of Baron Production LLC,
a Texas limited liability company, on behalf of said company.


                            -----------------------------------
                            Notary Public
                            Printed Name:
                                         ----------------------

Seal:


                                       19
<PAGE>
PCEC SUB 1, LLC

By:
     --------------------------------------------
     Rosser C. Newton
     Vice President

STATE OF TEXAS            ss.
                          ss.
COUNTY OF DALLAS          ss.

     This instrument was acknowledged  before me on July ____, 2014 by Rosser C.
Newton, the Vice President of PCEC Sub 1 LLC, a Texas limited liability company,
on behalf of said company.


                            -----------------------------------
                            Notary Public
                            Printed Name:
                                         ----------------------


Seal:


                                       20
<PAGE>
                                    EXHIBIT A

                                PROPERTY EXHIBIT

EAST PEARSALL (STEWART) PROSPECT

TRACT 1 - 1985 ACRES

Lease 1: Oil and Gas Lease dated August 13, 2009,  from Federal  Royalty LLC, as
General Partner for Federal Royalty  Partners,  Ltd., as Lessor,  to Sien Energy
Company,  as Lessee,  recorded by  Memorandum of Oil and Gas Lease in Volume 66,
page 502,  Official Public  Records,  Frio County,  Texas, as amended,  covering
1,985  acres of land,  more or less,  out of the  A.B.&M.  Survey 5,  A-29,  the
A.B.&M.  Survey 7, A-30, the A.B.&M.  Survey 9, A-31, the R.H. Adcock Survey 10,
A-1341 and the B.S.&F. Survey 1, A-111, Frio County, Texas.

Lease 2: Oil and Gas Lease dated March 26, 2009,  from Cimarron Texas  Minerals,
Ltd., as Lessor,  to Sien Energy Company,  as Lessee,  recorded by Memorandum of
Oil and Gas Lease dated March 31, 2009 in Volume 67, page 831,  Official  Public
Records, Frio County,  Texas, as amended,  covering 1,985 acres of land, more or
less, being the same land described above in Lease 1.

Lease 3: Paid Up Oil and Gas Lease dated March 6, 2009,  from Joseph M.  Dawson,
Jr., as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page
504,  Official Public Records,  Frio County,  Texas, as amended,  covering 1,985
acres of land, more or less, being the same land described in Lease 1.

Lease 4: Paid Up Oil and Gas Lease dated March 6, 2009, from Dorothy D. Burlage,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page 508,
Official Public Records, Frio County, Texas, as amended, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

Lease 5: Paid Up Oil and Gas Lease dated January 16, 2009, from Hager Oil & Gas,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page 512,
Official Public Records,  Frio County, Texas, covering 1,985 acres of land, more
or less, being the same land described in Lease 1.

Lease 6: Paid Up Oil and Gas Lease dated  September 28, 2009,  from Bill Bishop,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page 528,
Official Public Records,  Frio County, Texas, covering 1,985 acres of land, more
or less, being the same land described in Lease 1.

Lease 7: Paid Up Oil and Gas Lease dated September 28, 2009, from Robert L. Dow,
Jr., as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page
524, Official Public Records,  Frio County, Texas, covering 1,985 acres of land,
more or less, being the same land described in Lease 1.

                                       21
<PAGE>
Lease 8: Paid Up Oil and Gas Lease  dated  September  28,  2009,  from Wesley K.
Winn, as Lessor, to Sien Energy Company, as Lessee,  recorded in Volume 66, page
517, Official Public Records,  Frio County, Texas, covering 1,985 acres of land,
more or less, being the same land described in Lease 1.

Lease 9: Paid Up Oil and Gas Lease  dated  September  28,  2009,  from  Tolar N.
Hamblen,  III, as Lessor, to Sien Energy Company, as Lessee,  recorded in Volume
67, page 828, Official Public Records,  Frio County, Texas, covering 1,985 acres
of land, more or less, being the same land described in Lease 1.

Lease 10:  Paid Up Oil and Gas Lease  dated  September  28,  2009,  from  Ginger
Busboom,  as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66,
page 521, Official Public Records,  Frio County,  Texas, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

Lease 11: Paid Up Oil and Gas Lease dated August 24, 2009,  from Mark E. McCourt
and wife, Susan McCourt, as Lessor, to Sien Energy Company, as Lessee,  recorded
in Volume 66, page 536, Official Public Records,  Frio County,  Texas,  covering
1,985 acres of land, more or less, being the same land described in Lease 1.

Lease 12: Paid Up Oil and Gas Lease dated August 24, 2009, from A.L. Furnace and
wife, Pauline Furnace, as Lessor, to Sien Energy Company, as Lessee, recorded in
Volume 66, page 532, Official Public Records, Frio County, Texas, covering 1,985
acres of land, more or less, being the same land described in Lease 1.

Lease 13:  Paid Up Oil and Gas Lease  dated  August  10,  2009,  from  Dickerson
Resources,  Arthur J. Milbarger and Joseph E. Stewart, as Lessor, to Sien Energy
Company,  as Lessee,  recorded in Volume 66, page 540,  Official Public Records,
Frio County,  Texas,  covering 1,985 acres of land, more or less, being the same
land described in Lease 1.

Lease 14: Paid Up Oil and Gas Lease dated March 20, 2009,  from Douglas C. Koch,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page 544,
Official Public Records, Frio County, Texas, as amended, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

Lease 15: Paid Up Oil and Gas Lease dated March 20, 2009, from Wayne A. Bissett,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page 550,
Official Public Records, Frio County, Texas, as amended, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

Lease 16: Paid Up Oil and Gas Lease dated  December  3, 2007,  from  Clarence J.
Fraser,  as Lessor,  to Sien Energy Company,  as Lessee,  recorded in Volume 66,
page 556, Official Public Records,  Frio County,  Texas, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

Lease 17:  Paid Up Oil and Gas Lease  dated  August 12,  2009,  from  Dorothy L.
Hardin,  as Lessor,  to Sien Energy Company,  as Lessee,  recorded in Volume 66,
page 559, Official Public Records,  Frio County,  Texas, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

                                       22
<PAGE>
Lease 18: Paid Up Oil and Gas Lease dated August 12, 2009, from Anne L. Madigan,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 66, page 563,
Official Public Records,  Frio County, Texas, covering 1,985 acres of land, more
or less, being the same land described in Lease 1.

Lease 19:  Paid Up Oil and Gas Lease  dated  September  2,  2009,  from  Jessica
Stansell,  as Lessor, to Sien Energy Company, as Lessee,  recorded in Volume 66,
page 567, Official Public Records,  Frio County,  Texas, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

Lease 20: Paid Up Oil and Gas Lease dated March 24, 2009,  from  Thornton  Davis
Minerals, L.P., as Lessor, to Sien Energy Company, as Lessee, recorded in Volume
66, page 570, Official Public Records,  Frio County, Texas, covering 1,985 acres
of land, more or less, being the same land described in Lease 1.

Lease 21:  Paid-Up  Oil and Gas Lease  dated  September  1, 2009,  from  Stewart
Information Services Corporation,  as Lessor, to Sien Energy Company, as Lessee,
recorded by  Memorandum  of Oil and Gas Lease in Volume 66,  page 574,  Official
Public Records,  Frio County,  Texas, as amended,  covering 1,985 acres of land,
more or less, being the same land described in Lease 1.

Lease 22: Paid-Up Oil and Gas Lease dated September 2, 2009, from Nathan Weaver,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 70, page 249,
Official Public Records,  Frio County, Texas, covering 1,985 acres of land, more
or less, being the same land described in Lease 1.

Lease 23: Paid-Up Oil and Gas Lease dated  September 2, 2009, from Jesse Walker,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 73, page 621,
Official Public Records,  Frio County, Texas, covering 1,985 acres of land, more
or less, being the same land described in Lease 1.

Lease 24: Paid-Up Oil and Gas Lease dated March 23, 2011, from Wanda Weaver,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 91, page 773,
Official Public Records,  Frio County, Texas, covering 1,985 acres of land, more
or less, being the same land described in Lease 1.

Lease 25: Paid Up Oil and Gas Lease dated June 23, 2011,  from Charles  McClain,
as Receiver for Mineral Interests in Cause No.  11-03-00095CVF,  for Nancy Brown
et al., as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 92,
page 996, Official Public Records,  Frio County,  Texas, covering 1,985 acres of
land, more or less, being the same land described in Lease 1.

                                       23
<PAGE>
TRACT 2 - 640 ACRES

Lease 1: Paid Up Oil and Gas Lease dated  November 6, 2009,  from Roxana Kelfer,
Individually  and as Trustee of the Louis A. Michael Trust,  as Lessor,  to Sien
Energy  Company,  as Lessee,  recorded in Volume 68, page 237,  Official  Public
Records,  Frio County,  Texas,  covering 640 acres of land, more or less, out of
the E.A. Mudd Survey 8, A-1333, Frio County, Texas.

Lease 2: Paid Up Oil and Gas Lease dated  November 6, 2009,  from Lynn Kendrick,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 68, page 242,
Official Public Records, Frio County, Texas, covering 640 acres of land, more or
less, out of the E.A. Mudd Survey 8, A-1333, Frio County,  Texas, being the same
land described in Lease 1.

Lease 3: Paid Up Oil and Gas Lease  dated  November  6, 2009,  from  Caroline J.
Wanke, as Lessor, to Sien Energy Company, as Lessee, recorded in Volume 68, page
247, Official Public Records,  Frio County,  Texas,  covering 640 acres of land,
more or less, out of the E.A. Mudd Survey 8, A-1333,  Frio County,  Texas, being
the same land described in Lease 1.

Lease 4: Paid Up Oil and Gas Lease dated November 6, 2009,  from Diana Morawski,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 68, page 251,
Official Public Records, Frio County, Texas, covering 640 acres of land, more or
less, out of the E.A. Mudd Survey 8, A-1333, Frio County,  Texas, being the same
land described in Lease 1.

Lease 5: Paid Up Oil and Gas Lease dated  November 6, 2009,  from Claudia Davis,
as Lessor, to Sien Energy Company,  as Lessee,  recorded in Volume 68, page 255,
Official Public Records, Frio County, Texas, covering 640 acres of land, more or
less, out of the E.A. Mudd Survey 8, A-1333, Frio County,  Texas, being the same
land described in Lease 1.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASES  DESCRIBED ABOVE COVER THE FOLLOWING
WELLS:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - Stewart No. 1 Well                   89.100000%            66.825000%
(API #42-163-33411 / RRC ID #15635)
Ricochet - Stewart No. 2 Well                   89.100000%            66.825000%
(API #42-163-33455 / RRC ID #15635)
Ricochet - Stewart-Michael Unit No. 1 Well      89.100000%            66.907685%
(API #42-163-33535 / RRC ID #16563)
Ricochet - Stewart-Michael No. 2H Unit Well     89.100000%            66.825000%
(API #42-163-33550 / RRC ID #16379)
Ricochet - Stewart No. 4RE Well                 95.466809%            71.600107%
(API #42-163-33585 / RRC ID #17349)

                                       24
<PAGE>
BREAZEALE PROSPECT (NEAL TRUST UNIT)

Lease 1: Paid Up Oil and Gas Lease  dated July 25,  2011,  from Iven A. Neal and
Ruby  Neal,  as  Trustees  of the Iven A. Neal and Ruby Neal  Living  Trust,  as
Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Paid Up
Oil and Gas Lease in Volume 95, page 113, Official Public Records,  Frio County,
Texas,  insofar as and only insofar as said lease  covers  148.37 acres of land,
more or less, out of the B.S.&F.  Survey No. 3, A-112, Frio County, Texas, being
the lands  pooled  in the  Ricochet  Energy,  Inc.  - Neal  Trust No. 1H Unit as
described in a Declaration  of Unit dated  October 10, 2012,  recorded in Volume
122, page 855, Official Records, Frio County, Texas.

Lease 2: Paid Up Oil and Gas Lease dated July 25,  2011,  from James P. Neal and
Coleen F.  Neal,  as  Trustees  of the James P. Neal and  Coleen F. Neal  Living
Trust, as Lessor, to Ricochet Energy, Inc., as Lessee, recorded by Memorandum of
Paid Up Oil and Gas Lease in Volume 95, page 110, Official Public Records,  Frio
County,  Texas, insofar as and only insofar as said lease covers 148.37 acres of
land, more or less, out of the B.S.&F.  Survey No. 3, A-112, Frio County, Texas,
being the lands pooled in the Ricochet Energy,  Inc. - Neal Trust No. 1H Unit as
described in a Declaration  of Unit dated  October 10, 2012,  recorded in Volume
122, page 855,  Official  Records,  Frio County,  Texas, and being the same land
described in Lease 1.

Lease 3: Oil and Gas Lease dated July 18, 2011, from Providence  Minerals,  LLC,
as Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Oil
and Gas Lease in Volume 95, page 116,  Official  Public  Records,  Frio  County,
Texas,  insofar as and only  insofar as said lease  covers  127.9 acres of land,
more or less, out of the B.S.&F.  Survey No. 3, A-112, Frio County, Texas, being
the lands  pooled  in the  Ricochet  Energy,  Inc.  - Neal  Trust No. 1H Unit as
described in a Declaration  of Unit dated  October 10, 2012,  recorded in Volume
122, page 855, Official Records,  Frio County, Texas, and being part of the same
land described in Lease 1.

Lease 4: Oil and Gas Lease dated August 16, 2011, from Texas Osage Royalty Pool,
Inc., as Lessor, to Ricochet Energy, Inc., as Lessee,  recorded by Memorandum of
Oil and Gas Lease in Volume 95, page 819, Official Public Records,  Frio County,
Texas,  insofar as and only  insofar as said lease  covers  127.9 acres of land,
more or less, out of the B.S.&F.  Survey No. 3, A-112, Frio County, Texas, being
the lands  pooled  in the  Ricochet  Energy,  Inc.  - Neal  Trust No. 1H Unit as
described in a Declaration  of Unit dated  October 10, 2012,  recorded in Volume
122, page 855, Official Records,  Frio County, Texas, and being part of the same
land described in Lease 1.

Lease 5: Paid Up Oil and Gas Lease  dated  September  30,  2011,  from Vicki Lee
Gates and Sherri Lynn Tope,  as Lessor,  to Ricochet  Energy,  Inc.,  as Lessee,
recorded  by  Memorandum  of Paid Up Oil and Gas  Lease in Volume  99,  page 37,
Official Public Records, Frio County, Texas, insofar as and only insofar as said
lease covers 65.59 acres of land, more or less, out of the B.S.&F. Survey No. 3,
A-112, Frio County, Texas, being the lands pooled in the Ricochet Energy, Inc. -
Neal Trust No. 1H Unit as described in a  Declaration  of Unit dated October 10,
2012, recorded in Volume 122, page 855, Official Records, Frio County, Texas.

Lease 6: Paid Up Oil and Gas Lease dated  October 14, 2011,  from The Collis and
Lucille  Woodward  Family Trust dated August 29,  1990,  as Lessor,  to Ricochet
Energy, Inc., as Lessee,  recorded by Memorandum of Paid Up Oil and Gas Lease in

                                       25
<PAGE>
Volume 100, page 20, Official Public Records, Frio County, Texas, insofar as and
only insofar as said lease covers 88.02 acres of land,  more or less, out of the
Frio County School Land League No. 1, A-310, Frio County, Texas, being the lands
pooled in the Ricochet  Energy,  Inc. - Neal Trust No. 1H Unit as described in a
Declaration  of Unit dated  October 10, 2012,  recorded in Volume 122, page 855,
Official Records, Frio County, Texas.

Lease 7: Paid Up Oil and Gas Lease dated October 14, 2011, from The Clyde E. and
Valerie V. Woodward Family Trust dated November 12, 1996, as Lessor, to Ricochet
Energy, Inc., as Lessee,  recorded by Memorandum of Paid Up Oil and Gas Lease in
Volume 100, page 18, Official Public Records, Frio County, Texas, insofar as and
only insofar as said lease covers 88.02 acres of land,  more or less, out of the
Frio County School Land League No. 1, A-310, Frio County, Texas, being the lands
pooled in the Ricochet  Energy,  Inc. - Neal Trust No. 1H Unit as described in a
Declaration  of Unit dated  October 10, 2012,  recorded in Volume 122, page 855,
Official Records, Frio County, Texas, and being the same land described in Lease
6.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASES  DESCRIBED ABOVE COVER THE FOLLOWING
WELL:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - Neal Trust No. 1H Unit Well            100.000%             75.000%
(API #42-163-33643 / RRC ID #17593)

FRIO AUSTIN CHALK PROSPECT

(CULPEPPER AREA)

JANE T. CULPEPPER ET AL., LEASES

Lease 1: Oil and Gas Lease  dated  January 18,  2010,  from Jane  Culpepper,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 70, page 672,
Official Public Records,  Frio County, Texas, as amended by Amendment of Oil and
Gas Lease recorded in Volume 73, page 441, Official Public Records, Frio County,
Texas, covering 718 acres of land, more or less, out of the J. E. Roberts Survey
No. 4, A-903,  the L.I.M. & C. Co. Survey No. 112, A-754 and the B.S. & F Survey
No. 3, A-109, Frio County, Texas.

Lease 2: Oil and Gas Lease  dated  January 18,  2010,  from John  Culpepper,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 70, page 675,
Official Public Records,  Frio County, Texas, as amended by Amendment of Oil and
Gas Lease recorded in Volume 73, page 444, Official Public Records, Frio County,
Texas,  covering  593 acres of land,  more or less,  being a portion of the same
land described above in Lease 1.

Lease 3: Oil and Gas Lease  dated  January  18,  2010,  from Jim  Culpepper,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 70, page 678,
Official Public Records,  Frio County, Texas, as amended by Amendment of Oil and
Gas Lease recorded in Volume 73, page 446, Official Public Records, Frio County,
Texas,  covering  593 acres of land,  more or less,  being a portion of the same
land described above in Lease 1.

                                       26
<PAGE>
Lease 4: Oil and Gas Lease  dated  January 18,  2010,  from Bill  Culpepper,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 70, page 681,
Official Public Records,  Frio County, Texas, as amended by Amendment of Oil and
Gas Lease recorded in Volume 73, page 448, Official Public Records, Frio County,
Texas,  covering  593 acres of land,  more or less,  being a portion of the same
land described above in Lease 1.

Lease 5: Oil and Gas Lease dated  January 18,  2010,  from Nancy C.  Flores,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 70, page 684,
Official Public Records,  Frio County, Texas, as amended by Amendment of Oil and
Gas Lease recorded in Volume 73, page 450, Official Public Records, Frio County,
Texas,  covering  593 acres of land,  more or less,  being a portion of the same
land described above in Lease 1.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASES  DESCRIBED ABOVE COVER THE FOLLOWING
WELLS:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - Culpepper No. 1H Unit Well             100.000%             80.000%
(API #42-163-33480 / RRC ID #16214)
Ricochet - Culpepper No. 2H Unit Well             100.000%             80.000%
(API #42-163-33494 / RRC ID #16115)

JAMES W. CULPEPPER ET AL., LEASES - (3C LEASES)

Lease 1: Oil and Gas Lease dated  February  3, 2010,  from James  Culpepper  and
wife, Kat Saunders, as Lessor, to Ricochet Energy, Inc., as Lessee,  recorded in
Volume 70, page 765,  Official  Public  Records,  Frio County,  Texas,  covering
657.28 acres of land, more or less, out of the J. E. Roberts Survey No. 2, A-904
and the James Cummings Survey No. 105, A-269, Frio County, Texas.

Lease 2: Oil and Gas Lease dated February 3, 2010, from John Culpepper and wife,
Andrea M. Culpepper, as Lessor, to Ricochet Energy, Inc., as Lessee, recorded in
Volume 70, page 770,  Official  Public  Records,  Frio County,  Texas,  covering
657.28 acres of land, more or less, being the same land described above in Lease
1.

Lease 3: Oil and Gas Lease  dated  February  3,  2010,  from Joe  Culpepper,  as
Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded in Volume 75, page 590,
Official Public Records, Frio County, Texas, covering 104.14 acres of land, more
or less,  out of the J. E.  Roberts  Survey No. 2, A-904 and the James  Cummings

                                       27
<PAGE>
Survey No. 105,  A-269,  Frio  County,  Texas,  being a portion of the same land
described above in Lease 1.

Lease 4: Oil and Gas Lease  dated  October  31,  2010,  from Tommy J. Muston and
wife,  Deborah A.  Muston,  as Lessor,  to  Ricochet  Energy,  Inc.,  as Lessee,
recorded by  Memorandum  of Oil and Gas Lease in Volume 83,  page 692,  Official
Public Records, Frio County, Texas, covering 224.14 acres of land, more or less,
out of the J. E. Roberts Survey No. 2, A-904 and the J. E. Roberts Survey No. 6,
A-905, Frio County,  Texas,  being a portion of the same land described above in
Lease 1.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASES  DESCRIBED ABOVE COVER THE FOLLOWING
WELLS:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - 3C No. 1H Unit Well                   100.000%             79.715823%
(API #42-163-33508 / RRC ID #16225)
Ricochet - 3C No. 2H Unit Well                   100.000%             79.715823%
(API #42-163-33563 / RRC ID #16225)

KOTZEBUE LEASE

Oil and Gas Lease  dated  August  26,  2010,  from David W.  Kotzebue  and wife,
Deborah R. Kotzebue, as Lessor, to Ricochet Energy, Inc., as Lessee, recorded by
Memorandum of Oil and Gas Lease in Volume 79, page 752, Official Public Records,
Frio County, Texas,  originally covering 527.33 acres of land, more or less, out
of the J. E. Roberts  Survey No. 4, A-903,  Frio County,  Texas,  insofar as and
only  insofar as said lease  covers 400 acres of land,  more or less,  being the
retained  acreage  allocated to the  Kotzebue  No. 1 Well,  as described in that
certain Partial Release of Oil and Gas Lease and Designation of Well Tract dated
effective January 1, 2014, executed by Ricochet Energy, Inc. et al., recorded in
Volume 150, page 793, Official Public Records, Frio County, Texas.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASE  DESCRIBED ABOVE COVERS THE FOLLOWING
WELL:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - Kotzebue No. 1 Well                    100.000%             75.000%
(API #42-163-33589 / RRC ID #17063)

EXPRESS RE-ENTRY PROSPECTS

CANTU-HENDERSON UNIT

Ricochet Energy,  Inc. -  Cantu-Henderson  No. 1H Unit, being the pooled unit of
495.17 acres out of the J. Poitevent  Survey No. 5, A-559 and the R.M.  Harkness
Survey No. 6, A-890, Frio County, Texas, as more particularly  described in that
certain  Declaration  of Unit dated  September  24,  2010,  executed by Ricochet
Energy,  Inc.,  recorded in Volume 81, page 174,  Official Public Records,  Frio
County, Texas, pooling the acreage covered by the following described leases.

Lease 1: Oil, Gas and Mineral Lease dated  September 17, 2008,  from Herlinda G.
Cantu, as Lessor,  to Express Oil & Gas, as Lessee,  recorded in Volume 57, page
798,  Official  Public  Records,  Frio  County,  Texas,  (and also  recorded  by
Memorandum of Oil and Gas Lease in Volume 57, page 796, Official Public Records,

                                       28
<PAGE>
Frio County, Texas), as amended, covering 177.45 acres, more or less, out of the
J. Poitevent  Survey No. 5, A-559,  Frio County,  Texas, all of the 177.45 acres
covered by said lease, as more particularly described therein, being included in
this unit.

Lease 2: Oil,  Gas and  Mineral  Lease  dated  October 28,  2008,  from  Winfred
Henderson and wife, Alice A. Henderson, as Lessor, to Express Oil & Gas, Co., as
Lessee,  recorded in Volume 60, page 193, Official Public Records,  Frio County,
Texas, covering 317.72 acres, more or less, out of the R. M. Harkness Survey No.
6, A-890 in Frio County,  Texas and A-1014 in LaSalle County,  Texas, all of the
317.72 acres  covered by said lease,  as more  particularly  described  therein,
being included in this unit.

Lease 3:  Oil,  Gas and  Mineral  Lease  dated  October  28,  2008,  from  Jimmy
Henderson,  as Lessor, to Express Oil & Gas, Co., as Lessee,  recorded in Volume
60, page 200,  Official  Public  Records,  Frio County,  Texas,  covering 317.72
acres,  more or less,  out of the R. M.  Harkness  Survey  No. 6,  A-890 in Frio
County,  Texas and  A-1014 in LaSalle  County,  Texas,  all of the 317.72  acres
covered by said lease,  comprising  the same lands  described  above in Lease 2,
being included in this unit.

Lease 4: Oil, Gas and Mineral Lease dated October 28, 2008, from Selfa A. Garza,
joined pro forma by her husband,  Tino Garza,  as Lessor,  to Express Oil & Gas,
Co., as Lessee,  recorded in Volume 60, page 180, Official Public Records,  Frio
County, Texas, as ratified and amended, covering 317.72 acres, more or less, out
of the R. M.  Harkness  Survey No. 6, A-890 in Frio County,  Texas and A-1014 in
LaSalle County, Texas, all of the 317.72 acres covered by said lease, comprising
the same lands described above in Lease 2, being included in this unit.

Lease 5: Oil, Gas and Mineral Lease dated  November 17, 2008,  from Linda Green,
joined pro forma by her  husband,  Ken Green,  as Lessor,  to Express Oil & Gas,
Co., as Lessee,  recorded in Volume 60, page 173, Official Public Records,  Frio
County,  Texas,  covering 317.72 acres,  more or less, out of the R. M. Harkness
Survey No. 6, A-890 in Frio County,  Texas and A-1014 in LaSalle County,  Texas,
all of the  317.72  acres  covered  by said  lease,  comprising  the same  lands
described above in Lease 2, being included in this unit.

Lease 6: Oil, Gas and Mineral Lease dated November 17, 2008,  from Larry Myrick,
as Lessor,  to Express Oil & Gas,  Co.,  as Lessee,  recorded in Volume 60, page
187, Official Public Records, Frio County, Texas, covering 317.72 acres, more or
less,  out of the R. M. Harkness  Survey No. 6, A-890 in Frio County,  Texas and
A-1014 in LaSalle County,  Texas, all of the 317.72 acres covered by said lease,
comprising  the same lands  described  above in Lease 2, being  included in this
unit.

Lease 7: Oil, Gas and Mineral Lease dated July 10, 2009,  from Donna Myrick,  as
Lessor, to Express Oil & Gas, as Lessee,  recorded by Memorandum of Oil, Gas and
Mineral  Lease in Volume 63, page 76,  Official  Public  Records,  Frio  County,
Texas, covering 317.72 acres, more or less, out of the R. M. Harkness Survey No.
6, A-890 in Frio County,  Texas and A-1014 in LaSalle County,  Texas, all of the
317.72 acres covered by said lease, comprising the same lands described above in
Lease 2, being included in this unit.

                                       29
<PAGE>
Lease 8: Oil,  Gas and  Mineral  Lease  dated  November  17,  2008,  from Janice
Hemphill,  as Lessor,  to Express Oil & Gas, Co., as Lessee,  recorded in Volume
63, page 70, Official Public Records, Frio County, Texas, covering 317.72 acres,
more or less,  out of the R. M.  Harkness  Survey No. 6,  A-890 in Frio  County,
Texas and A-1014 in LaSalle  County,  Texas,  all of the 317.72 acres covered by
said lease, comprising the same lands described above in Lease 2, being included
in this unit.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASES  DESCRIBED ABOVE COVER THE FOLLOWING
WELL:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - Cantu-Henderson No. 1H Unit Well      100.000%             77.042448%
(API #42-163-33426 / RRC ID #12392)

HARRIS LEASE

Oil, Gas and Mineral  Lease dated January 13, 1976,  from William  Donald Harris
and wife, Mary Ann Harris,  as Lessor,  to Charles R.  Stubblefield,  as Lessee,
recorded in Volume 342,  page 485, Deed Records,  Frio County,  Texas,  covering
735.00 acres, more or less, out of the William Webber Survey, A-668 and the G.B.
Pilant Survey,  A-540, Frio County,  Texas,  insofar as and only insofar as said
lease covers 281.4 acres of land, more or less, around the Ricochet Energy, Inc.
- Harris  No. 2 and Harris No. 3 Wells  (but  expressly  excluding  the well and
wellbore  for the  Express Oil & Gas - Harris #4 Well [API #  42-163-32691])  in
Frio County, Texas.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASE  DESCRIBED ABOVE COVERS THE FOLLOWING
WELLS:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Ricochet - Harris No. 2 Well                       90.000%             67.500%
(API #42-163-32604 / RRC ID #15063)
Ricochet - Harris No. 3 Well                       90.000%             67.500%
(API #42-163-32647 / RRC ID #15063)

W.S. SHAFFER AND W.S. SHAFFER -B- LEASES

Oil, Gas and Mineral Lease dated September 9, 1958, from W.S.  Shaffer and wife,
E.S. Shaffer, as Lessors to J.R. McLean, as Lessee, recorded in Volume 574, page
186, Deed Records, Taylor County, Texas, covering the following tracts:

Tract 1

Being 314.80 acres of land situated in Taylor County, Texas, and being the North
Half of Survey No. 12,  Certificate  No.  17/368,  Block No. 3, S. P. RR Company
Lands,  and being the same land  described  by metes and bounds in a Patent from

                                       30
<PAGE>
the State of Texas to J. L.  Pierce,  dated April 12,  1951,  recorded in Volume
G-2, Page 143, of the Patent Records of Taylor County, Texas.

Tract 2

Being 167.5 acres,  more or less, out of Survey No. 6,  Certificate No. 4508, G.
C. & S. RR Company  Lands in Taylor  County,  Texas being  described as follows,
to-wit:

BEGINNING at the Northwest corner S. F. 15185, W. S. Shaffer Survey No. 1;
THENCE South  15(degree)East  with the West line S.F.  15185,  2,293  varas,  to
fence;
THENCE in a westerly  direction with said fence to an inner corner of said G. C.
& S. RR Company Survey No. 6;
THENCE  North  15(degree)West  with a west  line of  said G. C. & S. RR  Company
Survey No. 6, 2,152.2 varas to the South line of a tract owned by Sayles;
THENCE North 75o 25' East 425.6 varas with a fence to the place of beginning.

INSOFAR AS, AND ONLY INSOFAR AS, THE LEASE  DESCRIBED ABOVE COVERS THE FOLLOWING
WELLS:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Baron - W.S. Shaffer -B- #3                        75.000%             56.250%
(API #42-441-81191 / RRC ID #11127)
Baron - W.S. Shaffer -B- #4                        75.000%             56.250%
(API #42-441-81192 / RRC ID #11127)

W.S. SHAFFER -C- LEASE

Oil, Gas and Mineral Lease dated April 30, 1970,  from M.C.  Shaffer,  et al, as
Lessors to J.D.  Tompkins,  as Lessee,  recorded in Volume 880,  page 501,  Deed
Records,  Taylor County,  Texas,  covering all of the W.S. Shaffer Survey No. 1,
S.F. 15185,  Patented to W.S. Shaffer by the State of Texas on June 11, 1951, by
Patent No. 475, Volume 17-B, and containing 136.55 acres, more or less.

INSOFAR AS, AND ONLY INSOFAR,  AS THE LEASE DESCRIBED ABOVE COVERS THE FOLLOWING
WELL:

          Wells                                      WI                  NRI
          -----                                      --                  ---
Baron - W.S. Shaffer -C- #1                        75.000%             56.250%
(API #42-441-30235 / RRC ID #11495)


                                       31
<PAGE>
                                   SCHEDULE 1

                        SCHEDULED QUANTITIES (IN BARRELS)

      VPP Delivery Period          VPP Scheduled Quantities, in Barrels
      -------------------          ------------------------------------

      August 2014                                 2,500

      September 2014                              2,500

      October 2014                                2,500

      November 2014                               2,500

      December 2014                               2,500

      January 2015                                2,500

      February 2015                               2,500

      March 2015                                  2,500

      April 2015                                  2,500

      May 2015                                    2,500

      June 2015                                   2,500

      July 2015                                   2,500

      August 2015                                 2,500

      September 2015                              2,500

      October 2015                                2,500

      November 2015                               2,500

      December 2015                               2,500

      January 2016                                2,500

      February 2016                               2,500

      March 2016                                  2,500

      April 2016                                  2,500

      May 2016                                    2,500

      June 2016                                   2,500

      July 2016                                   2,500

                                       32
<PAGE>
      VPP Delivery Period          VPP Scheduled Quantities, in Barrels
      -------------------          ------------------------------------

      August 2016                                 2,500

      September 2016                              2,500

      October 2016                                2,500

      November 2016                               2,500

      December 2016                               2,500

      January 2017                                2,500

      February 2017                               2,500

      March 2017                                  2,500

      April 2017                                  2,500

      May 2017                                    2,500

      June 2017                                   2,500

      July 2017                                   2,500


                                       33
<PAGE>
                                   SCHEDULE 2

                               FIELD PRICE FOR OIL

The "Field  Price" of Oil for each Month  means the final  settlement  price per
Barrel on the date of expiry of the applicable West Texas Intermediate Crude Oil
Futures  Contract  for  Cushing,  Oklahoma  Delivery  traded  on  the  New  York
Mercantile  Exchange for such Month. For example,  the Field Price for the Month
of September 2014 will be the final  settlement  price on August 21, 2014 of the
contract that expires on August 30, 2014

                                       34