Exhibit 10.79

                           PURCHASE AND SALE AGREEMENT

                                 BY AND BETWEEN

                          RICOCHET ENERGY, INC., ET AL

                                   AS SELLERS

                                       AND

                               BARON ENERGY, INC.

                                    AS BUYER

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                                      INDEX

                                                                            PAGE
                                                                            ----

ARTICLE 1. DEFINITIONS........................................................1

ARTICLE 2.  SALE AND PURCHASE.................................................6

ARTICLE 3. PURCHASE PRICE.....................................................6

     3.1    Purchase Price....................................................6
     3.2    Earnest Money Deposit.............................................7
     3.3    Allocation........................................................7
     3.4    Preferential Rights...............................................7
     3.5    Consents..........................................................7

ARTICLE 4. REVIEW BY BUYER....................................................8

     4.1    Review of Records.................................................8
     4.2    Alleged Adverse Matters...........................................8
     4.3    Adjustment of Purchase Price for Title Defects....................8
     4.4    Waiver............................................................9

ARTICLE 5. INSPECTION OF PROPERTIES..........................................10

ARTICLE 6.  ACCOUNTING.......................................................10

     6.1    Revenues, Expenses and Capital Expenditures......................10
     6.2    Taxes............................................................10
     6.3    Obligations and Credits..........................................10
     6.4    Gas Imbalances...................................................11
     6.5    Miscellaneous Accounting.........................................11
     6.6    Final Accounting Settlement......................................11
     6.7    Post-Final Accounting Settlement.................................11
     6.8    Audit Rights.....................................................11

ARTICLE 7.  CASUALTY AND CONDEMNATION........................................12

ARTICLE 8. INDEMNITIES.......................................................12

     8.1    Sellers' Indemnity Obligations (excluding Environmental Claims)..12
     8.2    Buyer's Indemnity Obligations (excluding Environmental Claims)...13
     8.3    Environmental Claims.............................................13
     8.4    Asbestos and NORM................................................13
     8.5    Notice and Cooperation...........................................14
     8.6    Defense of Claims................................................14
     8.7    Waiver of Certain Damages........................................14
     8.8.   Limitation on Indemnities........................................14
     8.9.   Sole Remedy......................................................15

ARTICLE 9.  WARRANTIES AND DISCLAIMERS.......................................15

     9.1    Special Warranty of Title........................................15

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     9.2    Disclaimer - Representations and Warranties......................15
     9.3    Disclaimer - Statements and Information..........................15

ARTICLE 10.  SELLERS' REPRESENTATIONS AND WARRANTIES.........................16

     10.1   Organization and Good Standing...................................16
     10.2   Corporate Authority; Authorization of Agreement..................16
     10.3   No Violations....................................................16
     10.4   Absence of Certain Changes.......................................16
     10.5   Operating Costs..................................................17
     10.6   Litigation and Other Disputes....................................17
     10.7   Bankruptcy.......................................................17
     10.8   Material Contracts...............................................17
     10.9   Consents and Preferential Rights.................................17
     10.10  Compliance with Law and Permits..................................17
     10.11  Environmental Compliance.........................................18
     10.12  Status of Contracts..............................................18
     10.13  Production Burdens, Taxes, Expenses and Revenues.................18
     10.14  Production Sales Matters.........................................18
     10.15  Capital Commitments..............................................19
     10.16  Limitation on Representations....................................19
     10.17  Brokers..........................................................19

ARTICLE 11. BUYER'S REPRESENTATIONS AND WARRANTIES...........................19

     11.1   Organization and Good Standing...................................19
     11.2   Corporate Authority; Authorization of Agreement..................19
     11.3   No Violations....................................................19
     11.4   SEC Disclosure...................................................20
     11.5   Independent Evaluation...........................................20
     11.6   Buyer's Reliance.................................................20
     11.7   Qualified Leaseholder............................................20
     11.8  Brokers...........................................................20

ARTICLE 12. ADDITIONAL AGREEMENTS............................................20

     12.1   Covenants of Sellers.............................................20
     12.2   Notice of Loss...................................................21
     12.3   Subsequent Operations............................................21
     12.4   Buyer's Assumption of Obligations................................21
     12.5   Records..........................................................21

ARTICLE 13. DISPUTE RESOLUTION...............................................21

     13.1  Independent Expert................................................21
     13.2  Rules and Procedure...............................................22

ARTICLE 14. CONDITIONS PRECEDENT TO CLOSING..................................22

     14.1   Conditions Precedent to Sellers' Obligation to Close.............22
     14.2   Conditions Precedent to Buyer's Obligation to Close..............23

ARTICLE 15. TERMINATION......................................................23

     15.1   Grounds for Termination..........................................23

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     15.2   Effect of Termination............................................24
     15.3   Dispute over Right to Terminate..................................24
     15.4   Return of Documents..............................................24
     15.5   Confidentiality..................................................24

ARTICLE 16. THE CLOSING......................................................24

     16.1.  Preliminary Closing Statement....................................24
     16.2   Obligations of Sellers at Closing................................25
     16.3   Obligations of Buyer at Closing..................................25
     16.4   Site of Closing..................................................26
     16.5   Adjustments to Purchase Price at the Closing.....................26

ARTICLE 17. MISCELLANEOUS....................................................27

     17.1   Notices..........................................................27
     17.2   Conveyance Costs.................................................27
     17.3   Brokers' Fees....................................................27
     17.4   Further Assurances...............................................28
     17.5   Survival of Representations and Warranties.......................28
     17.6   Amendments and Severability......................................28
     17.7   Successors and Assigns...........................................28
     17.8   Headings.........................................................28
     17.9   Governing Law....................................................28
     17.10  No Partnership Created...........................................28
     17.11  Public Announcements.............................................29
     17.12  No Third Party Beneficiaries.....................................29
     17.13  Deceptive Trade Practices........................................29
     17.14  Tax Deferred Exchange Election...................................29
     17.15  Not to be Construed Against Drafter..............................29
     17.16  Entire Agreement.................................................29
     17.17  Conspicuousness of Provisions....................................29
     17.18  Execution in Counterparts........................................29
     17.19  Affiliated Entity as Buyer and/or Operator.......................30

                                 EXHIBITS

EXHIBIT A -  DESCRIPTION OF PROPERTIES
EXHIBIT B -  NONE
EXHIBIT C -  ASSIGNMENT AND BILL OF SALE
EXHIBIT D -  CERTIFICATE
EXHIBIT E -  NON-FOREIGN AFFIDAVIT
EXHIBIT F -  LIST OF CONTRACTS
EXHIBIT G -  LITIGATION AND CLAIMS
EXHIBIT H -  ALLOCATION OF PURCHASE PRICE
EXHIBIT I -  GAS IMBALANCES
EXHIBIT J -  APPROVALS AND PREFERENTIAL RIGHTS
EXHIBIT K -  VIOLATIONS OF LAWS
EXHIBIT L -  PRODUCTION SALES MATTERS
EXHIBIT M -  CAPITAL COMMITMENTS
EXHIBIT N -  AFFILIATED ENTITY FORM OF ASSIGNMENT

ADDENDUM I - IDENTIFICATION OF RICOCHET PARTIES

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                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT  (this  "Agreement") is dated May 29, 2014
(the  "Effective   Date")  by  and  between  RICOCHET  ENERGY,   INC.,  a  Texas
corporation,  with an office at 16111 Via  Shavano,  San  Antonio,  Texas  78249
("Ricochet"),  for itself and as limited agent for all of the parties  listed in
Addendum  I  (Ricochet,  together  with the  parties  in said  Addendum  I being
hereinafter  referred  to as the  "Ricochet  Parties"),  VAQUILLAS  ENERGY  EAST
PEARSALL, LTD., LLP, a Texas limited partnership,  and VAQUILLAS ENERGY RE-ENTRY
LTD., LLP, a Texas limited partnership,  (collectively "Vaquillas"),  JOB ENERGY
PARTNERS II, LTD., a Texas limited  partnership,  LORD'S  ENERGY,  LTD., a Texas
limited  partnership,  HUBBERD-SMITH  ENERGY INVESTMENTS,  LTD., a Texas limited
partnership,  NETTLESHIP ENERGY INVESTMENTS,  LTD., a Texas limited partnership,
LAREDO GATEWAY ENERGY, LTD., a Texas limited partnership, and BORDEN JENKINS, an
individual  (collectively  called  "Sellers")  and BARON ENERGY,  INC., a Nevada
corporation,  with an office at 300 S.C.M. Allen Parkway, Suite 400, San Marcos,
Texas 78666 (hereinafter referred to as "Buyer"),  and is based on the following
premises:

     WHEREAS,  Sellers  desire  to sell,  assign  and  convey to Buyer and Buyer
desires to  purchase  and accept  certain  oil and gas  properties  and  related
interests; and

     WHEREAS,  the  parties  have  reached  agreement  regarding  such  sale and
purchase.

     NOW,  THEREFORE,  for valuable  consideration  and the mutual covenants and
agreements herein contained, Sellers and Buyer agree as follows:

                             ARTICLE 1. DEFINITIONS

     1.  Definitions:  In this  Agreement,  capitalized  terms have the meanings
provided  in this  Article  1,  unless  expressly  provided  otherwise  in other
Articles.  All defined  terms  include  both the  singular  and the plural.  All
references  to  Articles  or  Sections  refer to  Articles  or  Sections in this
Agreement, and all references to Exhibits refer to the Exhibits attached to this
Agreement. The Exhibits which are attached hereto are incorporated in and made a
part of this Agreement.

     "Accounting Referee" has the meaning set forth in Section 6.8.

     "Affiliate"  means and includes any entity  that,  directly or  indirectly,
through one or more  intermediaries,  controls or is  controlled  by or is under
common control with the entity specified.

     "Alleged Adverse Matters" has the meaning set forth in Section 4.2.

     "Alleged Title Defect" means a Title Defect (as hereinafter  defined) which
is asserted by Buyer in accordance with Section 4.3.

     "Assignment and Bill of Sale" means a document in the form of Exhibit C.

     "Assumed Obligations" has the meaning set forth in Section 12.4.

     "Business Day" means a Day (as hereinafter  defined)  excluding  Saturdays,
Sundays and U.S. legal holidays.

     "Casualty Loss" means any loss, damage or reduction in value resulting from
mechanical  failure or defects,  catastrophic  occurrences,  acts of God and any
other  losses  which are not the  result of normal  wear and tear or of  natural
reservoir changes.

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     "Certificate" means a document in the form of Exhibit D.

     "Claim"  means  any and all  claims,  demands,  suits,  causes  of  action,
investigations,  administrative  proceedings,  other legal proceedings,  losses,
damages, liabilities,  judgments,  assessments,  settlements,  fines, notices of
violation,    penalties,    interest,    obligations,    responsibilities    and
costs(including  reasonable attorneys' fees and costs of litigation) of any kind
or character(whether or not asserted prior to the date hereof, and whether known
or unknown, fixed or unfixed, conditional or unconditional, based on negligence,
strict liability or otherwise,  choate or inchoate,  liquidated or unliquidated,
secured or unsecured,  accrued,  absolute,  contingent  or otherwise)  which are
brought by or owed to a Third Party (as hereinafter defined).

     "Close" or "Closing" means the consummation of the transfer of title to the
Properties to Buyer,  including execution and delivery of all documents provided
herein.

     "Closing Date" means 60 days after the Effective Date or such other date as
may be  mutually  agreed  upon by the  parties  or on which  Closing  occurs  in
accordance with the terms of this Agreement.

     "Day"  means a  calendar  day  consisting  of  twenty-four  (24) hours from
midnight to midnight.

     "Defensible  Title"  means,  as to the  Leases,  such title held by Sellers
that,  subject to and  except for the  Permitted  Encumbrances  (as  hereinafter
defined):

     (a)  Entitles  Sellers to own and receive  payment of revenues for not less
than the "Net  Revenue  Interests"  set forth on  Exhibit A of all oil,  gas and
associated liquid and gaseous hydrocarbons produced, saved and marketed from the
Leases;

     (b) Obligates Sellers to bear costs and expenses relating to the ownership,
operation,  maintenance  and  repair of the wells and  facilities  located on or
attributable to the Leases in an amount not greater than the "Working Interests"
set forth on Exhibit A, unless there is a corresponding  proportionate  increase
in the Net Revenue Interests; and

     (c) Is free and  clear of all  liens,  encumbrances,  burdens  and  defects
(except  mortgages  or  liens  that  will be fully  released  at or prior to the
Closing)  that a  reasonable  and  prudent  person  engaged in the  business  of
ownership, development and operation of oil and gas properties with knowledge of
all applicable  facts and  circumstances  and the  understanding  of their legal
significance  would not be willing to accept  with  respect to  portions  of the
Leases affected thereby.

     "Earnest Money Deposit" has the meaning set forth in Section 3.2.

     "Effective  Time" means the first day of the month in which Closing  occurs
at 12:01 a.m., local time where the Properties are located.

     "Environmental  Claims"  means all Claims for  pollution  or  environmental
damages  of  any  kind,   including  without  limitation,   those  relating  to:
(a)remediation  and/or  clean-up  thereof,  (b)  damage  to  and/or  loss of any
property or resource,  and/or (c) injury or death of any  person(s)  whomsoever,
including without  limitation  Claims relating to breach of Environmental  Laws,
common  law  causes of  action  such as  negligence,  gross  negligence,  strict
liability,  nuisance or trespass, or fault imposed by statute,  rule, regulation
or otherwise(but  specifically excluding any Claims relating to asbestos or NORM
(as  hereinafter  defined),  which are  covered  by  Section  8.4  hereof),  and
including  all costs  associated  with  remediation  and clean up, and fines and
penalties associated with any of the foregoing.

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     "Environmental Laws" means all laws, statutes, ordinances, permits, orders,
judgments,  rules or regulations  which are promulgated,  issued or enacted by a
governmental  entity having  appropriate  jurisdiction  that,  (a) relate to the
prevention  of  pollution  or  environmental  damage,  (b)  the  remediation  of
pollution or  environmental  damage,  or (c) the  protection of the  environment
generally;  including  without  limitation,  the Clean Air Act, as amended,  the
Clean  Water  Act,  as  amended,  the  Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, as amended,  the Federal Water Pollution
Control Act, as amended, the Resource  Conservation and Recovery Act of 1976, as
amended,  the Safe  Drinking  Water Act, as  amended,  the Toxic  Substance  and
Control  Act, as amended,  the  Superfund  Amendments  and  Reauthorization  Act
of1986, as amended, the Hazardous and the Solid Waste Amendments Act of 1984, as
amended, and the Oil Pollution Act of 1990, as amended.

     "Excluded  Assets"  means the  following  properties,  interests and rights
(contractual or otherwise), that are expressly retained by Sellers:

     (a) all rights and causes of action arising, occurring or existing in favor
of Sellers to the extent  attributable to the period prior to the Effective Time
or  arising  out of the  ownership  of,  operation  of or  production  from  the
Properties prior to the Effective Time;

     (b) all  Hydrocarbons  produced  from or  attributable  to the Leases  with
respect to all periods prior to the Effective  Time,  together with all proceeds
from the sale of such Hydrocarbons;

     (c) all  claims of Sellers  for  refunds  of or loss  carry  forwards  with
respect to (i) ad valorem, severance, production or any other taxes attributable
to any period prior to the Effective  Time,  (ii) income or franchise  taxes, or
(iii) any  taxes  attributable  to the other  Excluded  Assets,  and such  other
refunds,  and rights thereto, for amounts paid in connection with the Properties
and attributable to the period prior to the Effective Time;

     (d) all other proceeds,  income, royalties or revenues (and any security or
other deposits made)  attributable to (i) the Properties for any period prior to
the Effective Time, or (ii) any other Excluded Assets;

     (e) all of Sellers'  motor  vehicles,  personal  computers  and  associated
peripherals and all radio, telephone and other communication equipment;

     (f) all of Sellers'  proprietary  computer software,  technology,  patents,
trade  secrets,  copyrights,  names,  trademarks,  logos and other  intellectual
property;

     (g) except to the extent included within the definition of the Records, all
of  Sellers'   rights  and  interests  in  geological  and   geophysical   data,
specifically including all seismic licenses and permits of Sellers;

     (h) all  documents and  instruments  of Sellers that may be protected by an
attorney-client privilege;

     (i) data and other  information  that  cannot be  disclosed  or assigned to
Buyer as a result of  confidentiality  or similar  arrangements under agreements
with persons unaffiliated with any Seller;

     (j) all rights,  interests  and  obligations  under that  certain  Prospect
Generation and Exploration  Agreement dated December 17, 2003, between Vaquillas

                                       3
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Energy, Ltd. and Ricochet Energy,  Inc., as amended, and the Prospect Generation
and Exploration  Agreement  dated May 25, 2013,  between JOB Energy Partners II,
Ltd. and Ricochet Energy, Inc., as amended;

     (k)  any  assets  excluded  from  the  transactions  contemplated  by  this
Agreement pursuant to Sections 3.4, 3.5 and 4.3, if any; and

     (l) all general corporate, partnership, income tax and financial records of
Sellers.

     "Final Accounting Settlement" has the meaning set forth in Section 6.6.

     "Final Settlement Date" has the meaning set forth in Section 6.6.

     "Hydrocarbons"  has the  meaning  given to such term in the  definition  of
Properties.

     "Laws" means any and all applicable laws,  statutes,  ordinances,  permits,
decrees, orders,  judgments,  rules or regulations (including without limitation
Environmental  Laws) which are promulgated,  issued or enacted by a governmental
entity having appropriate jurisdiction.

     "Leases"  has  the  meaning  given  to  such  term  in  the  definition  of
Properties.

     "Material Contracts" means those contracts listed on Exhibit F.

     "Non-Foreign Affidavit" means a document in the form of Exhibit E.

     "NORM" means naturally occurring radioactive materials.

     "Permitted Encumbrances" means:

     (a) Royalties,  overriding  royalties,  production  payments,  reversionary
interests,  convertible  interests,  net profits interests,  division orders and
similar  burdens  encumbering  the  Properties as of the  Effective  Time to the
extent the net cumulative effect of such burdens do not operate to (i)reduce the
net revenue  interests of the Properties to less than the net revenue  interests
set forth on Exhibit A or (ii) cause an increase in the working  interest in any
Property  from that shown on Exhibit A without a  proportionate  increase in the
net revenue interest for such Property;

     (b)  Preferential  purchase rights and required  consents to assignment and
similar contractual provisions encumbering the Properties with respect to which,
prior to Closing,  (i) waivers or consents  are  obtained  from the  appropriate
parties, or (ii) notices have been given for the transaction contemplated hereby
and the  appropriate  time period for asserting such rights have expired without
an exercise of such rights;

     (c)  Preferential  purchase  rights  encumbering  the Properties  which are
exercised by a Third Party,  if the affected  Properties are withdrawn from this
sale transaction and handled in accordance with Section 3.4;

     (d) All rights to consent by,  required  notices to, filings with, or other
actions by  governmental  entities in connection  with the sale or conveyance of
the Properties,  if the same are customarily obtained subsequent to the transfer
of title;

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     (e)  Rights  reserved  to or  vested  in  any  governmental  entity  having
appropriate  jurisdiction  to control or regulate the  Properties  in any manner
whatsoever, and all Laws of any such governmental entity;

     (f)  Easements,  rights-of-way,  servitudes,  surface  leases,  sub-surface
leases, pipelines, platforms,  facilities, utility lines, telephone lines, power
lines,  and structures on, over and through the  Properties,  to the extent such
rights,  interests or structures do not materially  interfere with the operation
of the Properties;

     (g) Liens for taxes or assessments not yet due or not yet delinquent or, if
delinquent,  that are being  contested  by  Sellers  in good faith in the normal
course of business;

     (h)  Liens of  operators  relating  to  obligations  not yet due or not yet
delinquent;

     (i) The Material Contracts; and

     (j) Alleged  Adverse Matters and Title Defects which Buyer has waived under
Section 4.4.

     "Properties" means the following  properties (real,  personal or mixed) and
rights (contractual or otherwise), other than the Excluded Assets:

     (a) All of Sellers'  right,  title and interest in, to and under or derived
from the oil and gas  leasehold  interests,  record title  interests,  operating
rights  interests,  fee  interests,  mineral  interests and  overriding  royalty
interests described on Exhibit A (collectively, the "Leases");

     (b) All of Sellers'  right,  title and interest in and to, or derived from,
all of the presently  existing and valid unitization and pooling  agreements and
units (including all units formed by voluntary  agreement and those formed under
the rules, regulations, orders or other official acts of any governmental entity
having  appropriate  jurisdiction)  to  the  extent  they  relate  to any of the
interests which are expressly described on Exhibit A;

     (c) All of Sellers'  right,  title and  interest in and to all oil, gas and
associated liquid and gaseous  hydrocarbons  (collectively,  the "Hydrocarbons")
produced  from  or  attributable   to  Sellers'   interest  in  the  Leases  and
attributable to the period from and after the Effective Time;

     (d) All of Sellers'  right,  title and interest in and to, or derived from,
all of the  presently  existing and valid oil sales  contracts,  casing head gas
sales contracts, gas sales contracts, processing contracts, gathering contracts,
transportation contracts, easements,  rights-of-way,  servitudes, surface leases
and other contracts (including the Material  Contracts),  to the extent the same
are assignable and relate to any of the interests which are expressly  described
on Exhibit A;

     (e) All of  Sellers'  right,  title  and  interest  in and to all  personal
property and improvements  (collectively,  the  "Equipment"),  including without
limitation, wells (whether producing, plugged and abandoned, shut-in, injection,
disposal or water  supply),  tanks,  boilers,  platforms,  buildings,  fixtures,
machinery,  equipment,  pipelines,  utility lines, power lines, telephone lines,
telegraph  lines and other  appurtenances  located  on, in,  under and about the
Leases,  to the  extent the same are  situated  upon and used or held for use by
Sellers solely in connection  with the  ownership,  operation,  maintenance  and
repair of the interests  which are expressly  described on Exhibit A, subject to
the reservations stated below;

     (f) All of  Sellers'  Records  to the extent  the same are  assignable  and
relate to any of the interests which are expressly described on Exhibit A;

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     (g) All franchises,  licenses, permits, approvals,  consents,  certificates
and other  authorizations  and other rights granted by governmental  authorities
and all certificates of convenience or necessity, immunities, privileges, grants
and other rights that relate to the  Properties or the ownership or operation of
any thereof, to the extent the same are assignable (the "Permits"); and

     (h) All (i) accounts,  instruments  and general  intangibles (as such terms
are  defined  in the  Uniform  Commercial  Code of  Texas)  attributable  to the
Properties  with respect to any period of time on or after the  Effective  Time,
and (ii) liens and  security  interests in favor of Sellers,  whether  choate or
inchoate,  under  any  law,  rule or  regulation  or under  any of the  Material
Contracts (a) arising from the ownership, operation or sale or other disposition
of  Hydrocarbons  on or after the Effective Time of any of the Properties or (b)
arising in favor of Sellers  whether by contract  or statute as the  operator or
non-operator of certain of the Properties.

     "Purchase Price" has the meaning set forth in Section 3.1.

     "Records"  means all of Sellers'  books,  records and files  related to the
Properties,   including  all  (i)  abstracts,  title  opinions,  title  reports,
environmental site assessments, environmental compliance reports, lease and land
files, surveys, analyses, compilations, correspondence, filings with and reports
to regulatory  agencies and other  documents and  instruments to the extent same
relate to the Properties,  (ii) computer databases that are owned by or licensed
to Sellers to the extent same relate to the  Properties,  (iii)  geophysical and
geological  information  (to the  extent  same may be  assigned  or  transferred
without  restriction,  or without the consent of or payment to any third party),
and all engineering,  exploration, production and other technical data, magnetic
field recordings, digital processing tapes, field prints, summaries, reports and
maps,  whether written or in electronically  reproducible  form, that are in the
possession  of Sellers and relate to the  Properties  and (iv) all other  books,
records, files and magnetic tapes containing title or other information that are
in the  possession of Sellers and relate to the  Properties  (the  "Data"),  but
specifically excluding (i) previous offers and economic analyses associated with
the  acquisition,   sale  or  exchange  of  the  Properties,  (ii)  interpretive
information,  (iii) personnel information,  (iv) corporate, legal, financial and
tax  information,  (v)  information  covered  by  a  non-disclosure  obligation,
(vi)information  covered by a legal  privilege  and (vii) any other  information
that Sellers do not have the right to assign to Buyer.

     "Title Adjustment" has the meaning set forth in Section 4.3.

     "Title/Casualty Basket Amount" means the sum of U.S. $50,000.

     "Title  Defect"  means  any  lien,  encumbrance,   encroachment  or  defect
associated   with  Sellers'  title  to  the  Properties   (excluding   Permitted
Encumbrances) that would cause Sellers not to have Defensible Title.

     "Third Party" means any person or entity,  governmental or otherwise, other
than Sellers and Buyer.

                          ARTICLE 2. SALE AND PURCHASE

     On the Closing Date, effective as of the Effective Time, and upon the terms
and conditions herein set forth, Sellers agree to sell and assign the Properties
to Buyer and Buyer agrees to buy and accept the Properties.

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                            ARTICLE 3. PURCHASE PRICE

     3.1 Purchase Price.  Subject to adjustments as set forth herein,  the total
purchase  price  for  the  Properties   shall  be  Seven  Million  Nine  Hundred
Thirty-Nine  Thousand Two Hundred  Ninety-Three  Dollars (US $7,939,293.00) (the
"Purchase Price"), payable in full at Closing in immediately available funds.

     3.2 Earnest  Money  Deposit.  Upon the execution of this  Agreement,  Buyer
shall  pay to  Sellers,  in  care  of  Ricochet,  a  deposit  in the  amount  of
Eighty-Five  Thousand Dollars  (US$85,000.00) (the "Earnest Money Deposit").  If
Closing  occurs,  the  Purchase  Price  shall be  credited  by the amount of the
Earnest  Money  Deposit.  If Closing does not occur,  the Earnest  Money Deposit
shall be refunded to Buyer, unless (a) Closing does not occur because of Buyer's
failure or  refusal  to Close in breach of this  Agreement  or (b)  because  the
conditions  precedent to Sellers'  obligation to Close  provided in Section 14.1
are unmet at the time set for Closing,  in which case  Sellers  shall retain the
Earnest Money Deposit as liquidated  damages and not as a penalty.  If, however,
in the case of either  (a) or (b) above,  any  conditions  precedent  to Buyer's
obligation  to Close  provided  in  Section  14.2 are  unmet at the time set for
Closing,  Sellers  shall not be entitled to retain the Earnest  Money Deposit as
hereinabove  provided.  In the event that  Closing  occurs  after July 31, 2014,
through no fault of Sellers,  interest  shall be payable on the  Purchase  Price
from July 31, 2014  through and  including  the Closing  Date at the rate of ten
percent (10%) per annum.

     3.3  Allocation.  Attached  hereto  as  Exhibit  H is  Buyer's  good  faith
allocation  of  the  Purchase  Price  which  Sellers  approve  for  purposes  of
allocating the Purchase Price among the  Properties,  and which shall be used in
providing any required preferential purchase right notifications.

     3.4  Preferential  Rights.  If any  of the  Properties  are  burdened  with
preferential  purchase rights,  the assignment of the Properties subject to such
preferential  rights shall be conditioned  upon Sellers  obtaining the necessary
waiver or expiration of such right,  and this Agreement  shall not constitute an
assignment or attempted assignment thereof without such waiver or expiration. If
the time for exercising any preferential  purchase right has not expired and the
holder  thereof has not waived the same prior to the Closing Date,  the Property
affected  by such  preferential  right  shall be  conveyed  to Buyer at Closing,
subject to the  preferential  right and without any  reduction  in the  Purchase
Price. If the holder of the  preferential  right elects to purchase the Property
affected by the  preferential  right after Closing,  Buyer shall be obligated to
convey such Property to the holder of such preferential right and Buyer shall be
entitled to the proceeds resulting therefrom.  If, prior to Closing, a holder of
a preferential  purchase right notifies  Sellers that it intends to exercise its
rights with respect to any of the Properties to which its preferential  purchase
right applies, the Properties covered by said preferential  purchase right shall
be excluded from the Properties to be conveyed to Buyer,  and the Purchase Price
shall  be  reduced  by the  value  allocated  to said  Properties  by  Buyer  in
accordance  with Section 3.3. If the holder of the  preferential  purchase right
fails to  consummate  the purchase of the  Properties,  Sellers  shall  promptly
notify Buyer in writing.  Within five (5) Business Days after Buyer's receipt of
such notice or the  Closing  Date,  whichever  is later,  Sellers  shall sell to
Buyer, and Buyer shall purchase from Sellers, such Properties under the terms of
this  Agreement  for a price  equal to the  aforesaid  value  allocated  to such
Properties.  Notwithstanding  the  foregoing,  Buyer shall have no obligation to
purchase such Properties if Buyer is not notified in writing of the preferential
purchase  right holder's  failure to consummate the purchase of such  Properties
within sixty (60) Days following Closing.

     3.5  Consents.  If any of the oil, gas or mineral  leases which are part of
the Properties  require the consent of a Third Party to assign Sellers' interest
therein,  the assignment of such lease(s) subject to consent  requirements shall
be conditioned upon Sellers  obtaining such consent prior to Closing (except for
(i) any consents to assignment that cannot be unreasonably withheld, or words of
similar  effect,  and for which the third party has not objected to the transfer
or affirmatively  stated that the consent to assignment will not be forthcoming;
and  (ii)  consents  from  governmental   bodies   customarily   obtained  after

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<PAGE>
assignment,  which shall not be required to be obtained prior to Closing).  With
respect to any  leasehold  interest for which  consent is not obtained  prior to
Closing,  such  interest  shall  not be  conveyed  to Buyer at  Closing  and the
Purchase  Price  shall be reduced  to  account  for  exclusion  of the  affected
Property.  If Sellers  obtain the  required  consent(s)  within  sixty (60) days
following  Closing,  Sellers shall sell and Buyer shall purchase the interest(s)
affected  thereby  under the terms of this  Agreement  for a price  equal to the
Purchase  Price  adjustment  made  therefore  at  Closing.  There  shall  be  no
obligations  of sale or purchase of the affected  interest(s)  in the Properties
following sixty (60) days after the Closing Date.

                           ARTICLE 4. REVIEW BY BUYER

     4.1  Review  of  Records.  Until  5:00 p.m.  local  time,  fifty  (50) days
following  the Effective  Date (the  "EXAMINATION  PERIOD"),  Sellers shall make
available to Buyer Records in Sellers'  possession  relating to the  Properties.
Buyer shall be entitled to review said Records and shall have a right to request
a  reasonable  number  of  copies  of such  Records,  at  Buyer's  expense.  All
information  made  available to Buyer  during the  Examination  Period,  whether
disclosed  pursuant to this Article 4 or any other  provision of this Agreement,
shall  be  maintained  confidential  by Buyer as  provided  by the  terms of the
Confidentiality  Agreement dated December 12, 2013,  between  Ricochet and Buyer
(the "CONFIDENTIALITY AGREEMENT"). Buyer shall also take commercially reasonable
steps in order to ensure that Buyer's  employees,  consultants and agents comply
with the provisions of the Confidentiality Agreement.

     4.2  Alleged  Adverse  Matters.  If, as a result of Buyer's  due  diligence
review and inspection of Sellers'  Records,  Buyer  discovers  provisions of any
contract(s)  (including  the  Material  Contracts)  which would (as to each such
contractual or other matter  discovered)  have a material  adverse effect on the
value or operation of the Properties or any portion thereof  (collectively,  the
"ALLEGED ADVERSE MATTERS"), then as soon as reasonably practicable after Buyer's
review of the applicable  Records,  but in no event later than ten (10) Business
Days prior to the  Closing  Date,  Buyer  shall  notify  Ricochet,  on behalf of
Sellers,  in writing of any such Alleged  Adverse  Matters.  For purposes hereof
"material"  means (i) as to each Alleged Adverse Matter a value or effect net to
Sellers'  interest in the Properties  greater than Twenty  Thousand  Dollars (US
$20,000)  and (ii) as to all  Alleged  Adverse  Matters a value or effect net to
Sellers'  interest in the Properties  greater than One Hundred  Thousand Dollars
(US $100,000) in the aggregate.  Buyer's notice of Alleged Adverse Matters shall
include a description and full explanation of each such matter being claimed and
a value  which  Buyer in good  faith  attributes  to such  matter.  Sellers  may
undertake to satisfy some,  all or none of Buyer's  Alleged  Adverse  Matters at
Sellers' sole cost and expense.  Buyer and Sellers shall meet at least three (3)
Business  Days prior to the Closing  Date in an attempt to  mutually  agree on a
proposed  resolution  with respect to any Alleged  Adverse  Matters which remain
uncured.  For all Alleged  Adverse Matters which are established by agreement of
the parties or pursuant to the arbitration procedures established herein and not
otherwise  resolved by Sellers  prior to Closing,  there shall be a reduction in
the  Purchase  Price  equal to the  amount  or value  thereof,  as agreed by the
parties or decided by arbitration,  and an adjustment  therefor shall be made in
the  preliminary  Closing  statement or in the Final  Accounting  Statement,  as
appropriate.  If the parties cannot reach  resolution of Alleged Adverse Matters
within the time period specified above, Closing shall not be delayed,  postponed
or canceled, but either party has the right,  exercisable within sixty (60) days
after the Closing Date,  to refer the same to  arbitration  in  accordance  with
Article 13. Subject to the terms of Article 13, the decision of the  arbitrators
regarding  such dispute over Alleged  Adverse  Matters shall be final as between
the parties.

     4.3 Adjustment of Purchase  Price for Title Defects.  As soon as reasonably
practicable  after the Examination  Period in Section 4.1, but in no event later
than ten (10)  Business  Days prior to the  Closing  Date,  Buyer  shall  notify
Ricochet,  on behalf of Sellers,  in writing of any Properties which are subject
to Alleged  Title  Defects  and/or  whose net revenue  interest  and/or  working
interest  is/are less than or greater  than that amount  specified  on Exhibit A
(collectively,  the "Title  Adjustments").  Sellers also shall  promptly  notify
Buyer in writing of any such instances of which Sellers become aware.  Notice of
Title  Defects  or  Title  Adjustments  shall  include  a  description  and full

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<PAGE>
explanation of each Title Defect and Title  Adjustment being claimed and a value
which Buyer in good faith  attributes  to each.  With  respect to Alleged  Title
Defects,  Sellers may undertake to satisfy some,  all or none of those raised by
Buyer, at Sellers' sole cost and expense.  Buyer and Sellers shall meet at least
three (3)  Business  Days prior to the  Closing  Date in an attempt to  mutually
agree on a  resolution  with  respect  to any  Alleged  Title  Defects  or Title
Adjustments  which by such time have not been  agreed  between  the  parties  in
writing.  It is  recognized  that good faith  differences  of opinion  may exist
between  Buyer and Sellers in  connection  with Alleged  Title  Defects or Title
Adjustments, including without limitation, disputes as to (i) whether or not the
alleged   defect   constitutes  a  Title  Defect  within  the  meaning  of  this
Agreement,(ii)  whether or not the magnitude of such defect is great enough that
Buyer is  contractually  entitled to assert such Title Defect,  (iii) whether or
not the Title Defect was properly and timely  asserted by Buyer pursuant to this
Article, and (iv) the appropriate upward or downward  adjustment,  if any, to be
made to the  Purchase  Price on  account of such Title  Defect.  In  determining
whether a portion of a Property contains a Title Defect, it is the intent of the
parties to include,  when possible,  only that portion of the Property adversely
affected. If the value properly allocated to a Title Defect cannot be determined
directly  from Exhibit H because the Title Defect is included  within,  but does
not totally comprise the Property to which the allocated value relates,  Sellers
and Buyer shall attempt to proportionately reduce the allocated value on Exhibit
H. Closing shall not be delayed, postponed or canceled because a resolution of a
Title Defect or Title Adjustment is not agreed prior to the Closing Date, except
to the  extent  that the  Alleged  Title  Defect  being  asserted  is failure of
Sellers'  title in  whole  or in part to any  portion(s)  of the  Properties  (a
"Material  Defect").  To the extent that any  portion(s) of the  Properties  are
alleged to be  affected  by a Material  Defect  which  remains on the  scheduled
Closing Date  uncured or otherwise  unresolved  by the  parties,  such  affected
portion(s) of the Properties  shall be excluded from the Properties  conveyed to
Buyer at Closing and the  Purchase  Price shall be reduced  accordingly.  If the
parties  cannot  mutually  agree on a Purchase  Price  adjustment for a Material
Defect,  Buyer  shall have the right to (i)  proceed  to Closing  and accept the
Property  with the Material  Defect with no Purchase  Price  adjustment  or (ii)
terminate this Agreement as to the Property  affected by the Material Defect and
receive a Purchase Price  adjustment for such Property as set forth on Exhibit H
or, where applicable,  the  proportionate  allocated value. If any difference of
opinion  regarding an Alleged Title Defect  (excluding  any Material  Defect) or
Title Adjustment or value of the Title Defect (excluding any Material Defect) or
Title Adjustment  (collectively,  the "Title Defect Dispute") is not resolved by
mutual  agreement of Buyer and Sellers  prior to the Closing  Date,  then either
party has the right,  exercisable within sixty (60) days after the Closing Date,
to refer the same to  arbitration  in accordance  with Article 13, but using one
(1)mutually  agreeable  arbitrator  who is an attorney  licensed in the state in
which the Properties are located and who has at least fifteen (15) years oil and
gas title  experience  in such  state.  Subject to the terms of Article  13, the
decision of the arbitrator  regarding Title Defect  Dispute(s) shall be final as
between the parties.

     NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  IN NO EVENT SHALL EITHER
PARTY HAVE ANY OBLIGATIONS  HEREUNDER WITH RESPECT TO ANY TITLE DEFECTS OR TITLE
ADJUSTMENTS  EXCEPT  TO THE  EXTENT  THAT (I) EACH  SUCH  TITLE  DEFECT OR TITLE
ADJUSTMENT  EXCEEDS  TEN  THOUSAND  DOLLARS  ($10,000)  AND (II) ALL SUCH  TITLE
DEFECTS AND TITLE  ADJUSTMENTS,  TOGETHER WITH THE VALUE OF ALL CASUALTY  LOSSES
AND/OR  TAKINGS  UNDER  ARTICLE 7, EXCEED IN THE  AGGREGATE  THE  TITLE/CASUALTY
BASKET AMOUNT,  AND EACH PARTY HEREBY WAIVES ALL UPWARD OR DOWNWARD  ADJUSTMENTS
TO THE PURCHASE PRICE FOR TITLE DEFECTS AND/OR TITLE  ADJUSTMENTS THE INDIVIDUAL
VALUE OF WHICH IS $10,000 OR LESS AND THE  CUMULATIVE  VALUE OF WHICH,  TOGETHER
WITH THE VALUE OF ALL CASUALTY  LOSSES  AND/OR  TAKINGS UNDER ARTICLE 7, IS LESS
THAN THE TITLE/CASUALTY BASKET AMOUNT.

     4.4 WAIVER. EXCEPT FOR CLAIMS BUYER ASSERTS UNDER SELLERS'  SPECIALWARRANTY
OF TITLE  DESCRIBED  IN SECTION  9.1 AND CLAIMS  ASSERTED  UNDER  ARTICLE 8, ALL
ALLEGED ADVERSE MATTERS,  ALLEGED TITLE DEFECTS AND TITLE  ADJUSTMENTS WHICH ARE

                                       9
<PAGE>
NOT RAISED BY BUYER WITHIN THE TIME PERIODS  PROVIDED IN SECTIONS 4.2 AND 4.3 OR
WHICH ARE RAISED AND NOT THEREAFTER  SUBMITTED TO ARBITRATION IN ACCORDANCE WITH
SUCH  SECTIONS  SHALL BE  DEEMED  WAIVED  BY BUYER  FOR ALL  PURPOSES  AND SHALL
CONSTITUTE  PERMITTED  ENCUMBRANCES,  AND  BUYERSHALL  HAVE NO  RIGHT TO SEEK AN
ADJUSTMENT  TO THE  PURCHASE  PRICE,  MAKE  A  CLAIM  AGAINST  SELLERS  OR  SEEK
INDEMNIFICATION   FROM  SELLERS  ON  ACCOUNT  OF  THE  SAME.  ALL  UPWARD  TITLE
ADJUSTMENTS  WHICH ARE NOT RAISED BY SELLERS WITHIN THE TIME PERIOD  PROVIDED IN
SECTION 4.3 OR WHICH ARE RAISED AND NOT  THEREAFTER  SUBMITTED TO ARBITRATION IN
ACCORDANCE WITH SUCH SECTION SHALL BE DEEMED WAIVED BY SELLERS FOR ALL PURPOSES,
AND SELLERS  SHALL HAVE NO RIGHT TO SEEK AN  ADJUSTMENT  TO THE PURCHASE  PRICE,
MAKE A CLAIM AGAINST BUYER OR SEEK  INDEMNIFICATION FROM BUYER ON ACCOUNT OF THE
SAME.

                       ARTICLE 5. INSPECTION OF PROPERTIES

     Prior to entering into this Agreement,  Ricochet, on behalf of Sellers, has
allowed Buyer access to the  Properties for the purpose of conducting a physical
and environmental  inspection thereof, and Buyer represents that it is satisfied
with the condition of the Properties.

                              ARTICLE 6. ACCOUNTING

     6.1 Revenues, Expenses and Capital Expenditures.  All Hydrocarbons produced
prior to the Effective Time  (irrespective  of whether  payment for the same has
been made or received) which are  attributable to the Properties shall belong to
Sellers,  and all such  Hydrocarbons  produced from and after the Effective Time
shall  belong to Buyer.  Sellers  shall be entitled to all  revenues and related
accounts   receivable   attributable  to  the  ownership  or  operation  of  the
Properties,  and shall be  responsible  for all costs and  expenses  and related
accounts  payable  attributable to the ownership or operation of the Properties,
to the extent they relate to the time prior to the Effective  Time.  Buyer shall
be entitled to all revenues and related accounts receivable  attributable to the
ownership or operation of the Properties, and shall be responsible for all costs
and expenses  and related  accounts  payable  attributable  to the  ownership or
operation  of the  Properties,  to the extent  they  relate to the time from and
after the Effective Time. The actual amounts or values associated with the above
shall be accounted for in the Preliminary Closing Statement,  if possible, or in
the Final  Accounting  Settlement.  Buyer shall assume  Sellers'  suspense funds
associated  with the acquired  Properties  as of the Effective  Time,  and these
funds shall be accounted for in the Final Accounting Settlement.

     6.2 Taxes. All taxes and assessments, including without limitation, excise,
ad valorem,  property,  production  and severance  taxes and any other  federal,
state and local taxes and assessments attributable to the ownership or operation
of  the  Properties   prior  to  the  Effective   Time  shall  remain   Sellers'
responsibility,  and all  deductions,  credits  and  refunds  pertaining  to the
aforementioned taxes and assessments,  no matter when received,  shall belong to
Sellers.  All taxes and assessments,  including without  limitation,  excise, ad
valorem,  property,  production and severance taxes and any other federal, state
and local taxes and  assessments  attributable  to the ownership or operation of
the Properties after the Effective Time shall be Buyer's responsibility, and all
deductions,  credits  and refunds  pertaining  to the  aforementioned  taxes and
assessments,  no matter when received, shall belong to Buyer. The actual amounts
or values associated with the above, if any, shall be accounted for in the Final
Accounting  Settlement.  The  parties  agree that the  transaction  contemplated
herein is an occasional  sale of assets by Sellers in which Sellers do not trade
in the  ordinary  course of its  business.  Accordingly,  the parties  will take
commercially  reasonable actions to establish the occasional sale exemption from
any  sales   tax   associated   with  the   transaction   contemplated   herein.
Notwithstanding  the  foregoing,  Buyer  shall  be  solely  responsible  for all
transfer,  sales,  use or similar taxes  resulting  from or associated  with the
transaction contemplated under this Agreement.

                                       10
<PAGE>
     6.3  Obligations  and  Credits.  Any and all  prepaid  insurance  premiums,
utility charges,  taxes, rentals and any other prepays, to the extent applicable
to periods of time after the Effective  Time and to the extent  attributable  to
the  Properties  shall be reimbursed to Sellers by Buyer;  and accrued  payables
applicable  to  periods  of time  prior  to the  Effective  Time,  if  any,  and
attributable  to the  Properties  shall be the  responsibility  of Sellers.  The
actual amounts or values associated with the above shall be accounted for in the
Final Accounting Settlement.

     6.4 Gas Imbalances.  Sellers' estimate of the aggregate gas imbalance as of
the Effective Time for all the Properties (cumulative working interests), is set
forth for each of the  Properties  on Exhibit I. On or before three (3) Business
Days prior to the Closing  Date,  Sellers shall provide Buyer with a revised gas
imbalance  schedule for all the  Properties as of the Effective Time if there is
any change  from that set forth in Exhibit  I. There  shall be a Purchase  Price
adjustment at Closing for the volumetric difference in the estimated and revised
imbalance  calculated on Sellers' net revenue interest at a price of [$4.00] per
mcf.  To the  extent  that  there  is any  difference  between  Sellers'  actual
aggregate  gas imbalance as of the  Effective  Time and the  imbalance  position
settled at Closing,  then an adjustment shall be made at the [$4.00] per net mcf
rate in the Final Accounting Settlement. There shall be no further gas imbalance
adjustments  after the Final  Settlement  Date.  In the event of a Title  Defect
affecting all or a portion of the Properties,  the aggregate gas imbalance shown
above shall be adjusted to take into account the affected Property. Any Purchase
Price  adjustments  for gas  imbalances  shall be made only on those  Properties
purchased by Buyer.

     6.5  Miscellaneous Accounting.

     6.5.1 A  Preliminary  Closing  Statement  will be prepared for Closing,  as
provided in Section 16.1.

     6.5.2 In addition to the items set forth in Sections 6.1 and 6.2, any other
amounts due between  Buyer and Sellers  related to the ownership or operation of
the Properties shall be accounted for in the Final Accounting Settlement.

     6.6 Final Accounting Settlement. As soon as reasonably practicable,  but in
no event later than ninety (90) Days after  Closing,  Sellers  shall  deliver to
Buyer a post-Closing statement setting forth a detailed final calculation of all
post-Closing adjustments applicable to the period between the Effective Time and
the  Closing  Date  ("Final  Accounting  Settlement").  As  soon  as  reasonably
practicable,  but in no event later than  thirty (30) Days after Buyer  receives
the  post-Closing  statement,  Buyer shall  deliver to Sellers a written  report
containing any changes Buyer proposes to be made to such  statement.  As soon as
reasonably  practicable,  but in no event  later  than  thirty  (30) days  after
Sellers receive Buyer's  proposed  changes to the  post-Closing  statement,  the
parties shall meet and undertake to agree on the  post-Closing  adjustments.  If
the parties fail to agree on the post-Closing  adjustments,  resolution shall be
handled  in  accordance  with  Section  6.8.  The date upon  which  all  amounts
associated  with the Final  Accounting  Settlement are agreed to by the parties,
whether by  decision of the  Accounting  Referee or  otherwise,  shall be herein
called the "Final  Settlement  Date".  Any amounts  owed by either  party to the
other as a result of such post-Closing adjustments shall be paid within five (5)
Business Days after the Final  Settlement  Date. The adjustments to the Purchase
Price under this Article 6 and the payments  under this Section 6.6 shall not be
limited  by or  applied  against  the  deductible  amounts  set forth in Article
8hereof.

     6.7 Post-Final  Accounting  Settlement.  Any revenues received or costs and
expenses  paid  by  Buyer  after  the  Final  Accounting  Settlement  which  are
attributable  to the  ownership  or  operation  of the  Properties  prior to the
Effective Time shall be billed to or reimbursed to Sellers, as appropriate.  Any
revenues  received  or costs  and  expenses  paid by  Sellers  after  the  Final
Accounting  Settlement  which are  attributable to the ownership or operation of
the  Properties  after the  Effective  Time shall be billed to or  reimbursed to
Buyer, as appropriate.

                                       11
<PAGE>
     6.8  Audit  Rights.  In order to verify  the  information  provided  by the
parties  under this  Article 6, Buyer and  Sellers  shall each have the right to
conduct,  at such party's sole expense,  an audit of the other  party's  records
relating  thereto  for a  period  of six (6)  months  after  the  Closing  Date.
OBJECTIONS  OR  EXCEPTIONS  WHICH ARE NOT  RAISED  WITHIN  SUCH SIX MONTH  AUDIT
PERIODSHALL BE CONCLUSIVELY DEEMED TO BE WAIVED BY THE PARTIES FOR ALL PURPOSES,
ANDNEITHER  PARTY  SHALL HAVE THE RIGHT TO MAKE A CLAIM  AGAINST THE OTHER PARTY
ORSEEK  INDEMNIFICATION  OR  REIMBURSEMENT  FROM THE OTHER PARTY ASSOCIATED WITH
THESAME.  If within  fifteen (15) Days after  receiving the results of a party's
audit conducted in accordance with this Article,  the parties still cannot reach
agreement, the disputed items shall be resolved by submitting the same to a firm
of independent  accountants  mutually acceptable to the parties (the "Accounting
Referee").  The Accounting Referee shall be instructed to resolve the accounting
dispute(s) within thirty (30) Days after having the relevant materials submitted
to it for review.  The decision of the  Accounting  Referee shall be binding and
non-appealable  by the  parties.  The  fees  and  expenses  associated  with the
Accounting Referee shall be borne equally by Buyer and Sellers.

                      ARTICLE 7. CASUALTY AND CONDEMNATION

     If a substantial  part of the  Properties  shall be (a) destroyed  prior to
Closing by a Casualty Loss, or (b) taken in  condemnation  or if proceedings for
such purposes shall be pending  (collectively  referred to as a "Taking");  then
either Buyer or Sellers may terminate this Agreement  prior to the Closing.  For
the purpose of this  Article 7, the term  "substantial"  shall be defined as ten
percent (10%) of the unadjusted  Purchase Price. If either party terminates this
Agreement in accordance with this Section,  neither party shall have any further
obligations, except as provided in this Article and in Section 15.2.1.

     If neither party terminates this Agreement,  this Agreement shall remain in
full  force and  effect,  and  Sellers  and Buyer  shall  attempt  to agree on a
reduction in the Purchase  Price,  reflecting  the reduction in the value of the
Properties  affected by the Casualty Loss and/or  Taking.  If the parties cannot
agree on a reduction,  the  Sellers'  good faith  calculation  shall be used for
purposes of Closing.  Notwithstanding  anything  herein to the  contrary,  in no
event shall  either  party have any  obligations  hereunder  with respect to any
Casualty  Loss  and/or  Taking  except to the extent  that the value of all such
Casualty  Losses and/or  Takings,  together with the amount of all Title Defects
and/or Title Adjustments  allowed under Section 4.3, exceed in the aggregate the
Title/Casualty  Basket Amount, and Buyer hereby waives all downward  adjustments
to the Purchase  Price for all Casualty  Losses  and/or  Takings the  cumulative
value of which  (together  with the  amount of all Title  Defects  and/or  Title
Adjustments  allowed under Section 4.3) is less than the  Title/Casualty  Basket
Amount. Unless otherwise agreed by the parties, Sellers shall retain any and all
sums paid to Sellers,  unpaid  awards,  insurance  proceeds  and other  payments
associated with or attributable to Casualty Losses and/or Takings.

     If there is a dispute  over the value of any Casualty  Loss and/or  Taking,
Buyer may submit the matter to arbitration in accordance  with Article 13 within
ninety (90) Days after Closing,  or if a party  terminates  this Agreement under
this  provision  and the other party  disputes  the party's  right to  terminate
hereunder,  the  disputing  party  may  submit  the  matter  to  arbitration  in
accordance  with Article 13 within sixty (60) Days after the date which had been
scheduled for Closing.  IF BUYER DISPUTES THE PURCHASE PRICE  ADJUSTMENT FOR ANY
CASUALTY LOSS AND/OR TAKING OR A PARTY  DISPUTES  TERMINATION,  AND BUYER OR THE
DISPUTING PARTY, AS APPLICABLE,  DOES NOT INITIATE AN ARBITRATION  PROCEEDING TO
RESOLVE THE MATTER WITHIN THE APPLICABLE TIME PERIODS SPECIFIED IN THE FOREGOING
SENTENCE,  SUCH PARTY IN EITHER  CASE SHALL BE  DEEMEDTO  HAVE WAIVED ITS RIGHTS
WITH RESPECT TO SUCH DISPUTE.

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<PAGE>
                             ARTICLE 8. INDEMNITIES

     8.1 SELLERS' INDEMNITY OBLIGATIONS (EXCLUDING ENVIRONMENTAL CLAIMS). EXCEPT
FOR ENVIRONMENTAL  CLAIMS WHICH SHALL BE HANDLED IN ACCORDANCE WITH SECTION 8.3,
PROVIDED  THAT THE  CLOSING  OCCURS,  SELLERS  SHALL  RELEASE  BUYER AND BUYER'S
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES (COLLECTIVELY,
THE "BUYER  GROUP") FROM AND SHALL FULLY  PROTECT,  INDEMNIFY,  AND DEFEND BUYER
GROUP  FROM AND  AGAINST  ANY AND ALL  CLAIMS  AND ANY AND ALL  OCCURRENCES  AND
CONDITIONS  WHICH  WOULD  CONSTITUTE  CLAIMS BUT WHICH ARE  ASSERTED BY SELLERS,
RELATING TO,  ARISING OUT OF, OR CONNECTED WITH (I) THE BREACH BY SELLERS OF THE
REPRESENTATIONS  CONTAINED  IN ARTICLE 10 HEREOF,  (II) THE MATTERS SET FORTH ON
EXHIBIT G AND (III)  SELLERS'OWNERSHIP  OR OPERATION OF THE PROPERTIES  PRIOR TO
THE EFFECTIVE  TIME,  REGARDLESS  OF ANY  NEGLIGENCE OF ACT OR OMISSION BY BUYER
GROUP; PROVIDED,  HOWEVER, THAT, EXCEPT WITH RESPECT TO THE MATTERS DESCRIBED ON
EXHIBIT G, PROPER NOTICE UNDER SECTION 8.5 SHALL HAVE BEEN  SUBMITTED TO SELLERS
WITHIN NINE (9) MONTHS AFTER THE CLOSING DATE,  AND FURTHER  PROVIDED THAT BUYER
SHALL BEAR SOLE RESPONSIBILITY FOR THE COSTS ASSOCIATED WITH ALL SUCH CLAIMS (IN
AGGREGATE) UP TO EIGHTY FIVE THOUSAND DOLLARS (US $85,000).  WITH RESPECT TO THE
MATTERS DESCRIBED ON EXHIBIT G, THERE SHALL BE NO TIME LIMIT FOR BUYER TO ASSERT
A CLAIM FOR  INDEMNITY  AND BUYER SHALL NOT BEAR  RESPONSIBILITY  FOR ANY OF THE
COSTS ASSOCIATED WITH SUCH MATTERS.

     8.2 BUYER'S INDEMNITY OBLIGATIONS (EXCLUDING  ENVIRONMENTAL CLAIMS). EXCEPT
FOR ENVIRONMENTAL  CLAIMS WHICH SHALL BE HANDLED IN ACCORDANCE WITH SECTION 8.3,
PROVIDED  THAT THE CLOSING  OCCURS,  BUYER SHALL  RELEASE  SELLERS AND  SELLERS'
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES (COLLECTIVELY,
THE "SELLER  GROUP")  FROM AND SHALL FULLY  PROTECT,  INDEMNIFY,  AND DEFEND THE
SELLER GROUP FROM AND AGAINST ANY AND ALL CLAIMS AND ANY AND ALL OCCURRENCES AND
CONDITIONS  WHICH  WOULD  CONSTITUTE  CLAIMS  BUT  WHICH ARE  ASSERTED  BY BUYER
RELATING TO,  ARISING OUT OF, OR  CONNECTED  WITH (I) THE BREACH BY BUYER OF THE
REPRESENTATIONS CONTAINED IN ARTICLE 11 HEREOF, (II) THE ASSUMED OBLIGATIONS AND
(III) THE OWNERSHIP OR OPERATION OF THE  PROPERTIES (A) PERTAINING TO THE PERIOD
AFTER  THE  EFFECTIVE  TIME,  AND (B)  PERTAINING  TO THE  PERIOD  PRIOR  TO THE
EFFECTIVE TIME, UNLESS SUCH CLAIMS OR OCCURRENCES AND CONDITIONS SHALL HAVE BEEN
SUBMITTED TO SELLERS IN ACCORDANCE WITH THE NOTICE PROVISIONS HEREOF WITHIN NINE
(9) MONTHS AFTER THE CLOSING DATE AND ARE IN THE  AGGREGATE  GREATER THAN EIGHTY
FIVE THOUSAND DOLLARS (US $85,000). THIS INDEMNITY SHALL APPLY REGARDLESS OF ANY
NEGLIGENCE OF ACT OR OMISSION BY SELLER GROUP.

     8.3 ENVIRONMENTAL  CLAIMS. BUYER SHALL RELEASE SELLER GROUP AND SHALL FULLY
PROTECT,  INDEMNIFY,  AND  DEFEND  SELLER  GROUP  FROM AND  AGAINST  ANY AND ALL
ENVIRONMENTAL  CLAIMS AND ANY AND ALL  OCCURRENCES  AND  CONDITIONS  WHICH WOULD
CONSTITUTE  ENVIRONMENTAL  CLAIMS BUT WHICH ARE ASSERTED BY BUYER,  RELATING TO,
ARISING OUT OF OR CONNECTED  WITH THE  OWNERSHIP OR OPERATION OF THE  PROPERTIES
(I) PERTAINING TO THE PERIOD AFTER THE EFFECTIVE  TIME,  AND (II)  PERTAINING TO
THE PERIOD PRIOR TO THE  EFFECTIVE  TIME,  UNLESS SUCH  ENVIRONMENTAL  CLAIMS OR
OCCURRENCES  AND  CONDITIONS  SHALL HAVE BEEN SUBMITTED TO SELLERS IN ACCORDANCE
WITH THE NOTICE  PROVISIONS HEREOF WITHIN NINE (9) MONTHS AFTER THE CLOSING DATE

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AND ARE IN THE AGGREGATE GREATER THAN EIGHTY FIVE THOUSAND DOLLARS (US $85,000),
IN WHICH CASE SELLERS SHALL INDEMNIFY  BUYER WITH RESPECT TO SUCH  ENVIRONMENTAL
CLAIMS AS PROVIDED IN SECTION 8.1 ABOVE.

     8.4 Asbestos and NORM.  The parties  acknowledge  that the  Properties  may
contain  asbestos  and/or NORM, and that special  procedures may be required for
the assessment, remediation, removal, transportation or disposal of asbestos and
NORM.  Buyer  agrees  to  assume  any  and  all  liability  associated  with  or
attributable  to  the  assessment,   remediation,  removal,  transportation  and
disposal  of the  asbestos  or  NORM  associated  with  or  attributable  to the
Properties and shall conduct said  activities in accordance  with all applicable
Laws.

     8.5  Notice and  Cooperation.  If a Claim is  asserted  against a party for
which the party would be liable under the provisions of this Agreement,  it is a
condition precedent to the indemnifying  party's obligations  hereunder that the
indemnified  party gives the  indemnifying  party  written  notice of such Claim
setting forth full particulars of the Claim, as known by the indemnified  party,
including a copy of the Claim (if it was a written Claim.) The indemnified party
shall make a good faith effort to notify the  indemnifying  party within  one(1)
month of receipt of a Claim and shall in all events  effect such  notice  within
such time as will allow the indemnifying  party to defend against such Claim and
no later  than  three (3)  calendar  months  after  receipt  of the Claim by the
indemnified  party.  The notice of a Claim given  hereunder  is referred to as a
"Claim Notice."

     8.6  Defense of Claims.

     8.6.1 Counsel.  Upon receipt of a Claim Notice,  the indemnifying party may
assume the defense thereof with counsel selected by the  indemnifying  party and
reasonably  satisfactory to the indemnified  party. The indemnified  party shall
cooperate in all  reasonable  respects in such  defense.  If any Claim  involves
Claims with respect to which Buyer indemnifies Sellers and also Claims for which
Sellers  indemnify Buyer,  each party shall have the right to assume the defense
of and hire  counsel for that  portion of the Claim for which it has  liability.
The  indemnified  party shall have the right to employ  separate  counsel in any
Claim and to participate in the defense thereof,  provided the fees and expenses
of counsel  employed  by an  indemnified  party  shall be at the  expense of the
indemnified party unless otherwise agreed between the parties.

     8.6.2 Settlement. If the indemnifying party does not notify the indemnified
party  within the  earlier  to occur of:  (a) the time a response  is due in the
relevant  litigation  matter,  or (b) three (3) calendar months after receipt of
the Claim Notice,  that the  indemnifying  party elects to undertake the defense
thereof,  the indemnified  party has the right to defend, at the sole expense of
the indemnifying  party, the Claim with counsel of its own choosing,  subject to
the right of the  indemnifying  party to assume the  defense of any Claim at any
time prior to  settlement  or final  determination  thereof at the  indemnifying
party's sole expense.  In such event, the indemnified party shall send a written
notice to the indemnifying party of any proposed  settlement of any Claim, which
settlement  the  indemnifying  party may  accept or  reject,  in its  reasonable
judgment,  within  thirty  (30)  days of  receipt  of such  notice,  unless  the
settlement  offer is  limited  to a  shorter  period  of time in which  case the
indemnifying  party shall have such shorter period of time in which to accept or
reject the proposed  settlement.  Failure of the indemnifying party to accept or
reject such  settlement  within the thirty (30)-day period shall be deemed to be
its rejection of such  settlement.  The indemnified  party may settle any matter
over the objection of the indemnifying  party but shall in so doing be deemed to
have waived any right to indemnity  therefor as to (and only as to)  liabilities
with respect to which the indemnifying party has recognized its liability.

     8.7 WAIVER OF CERTAIN  DAMAGES.  EACH OF THE  PARTIES  HEREBY  WAIVES,  AND
AGREES NOT TO SEEK,  INDIRECT,  CONSEQUENTIAL,  PUNITIVE,  EXEMPLARY  OR SPECIAL
DAMAGES OF ANY KIND WITH RESPECT TO ANY CLAIM, OCCURRENCE, CONDITION OR DISPUTE,
ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR  BREACH  HEREOF;  PROVIDED,
HOWEVER, THAT THIS PROVISION DOES NOT DIMINISH OR AFFECT IN ANY WAY THE PARTIES'
RIGHTS AND OBLIGATIONS UNDER ANY INDEMNITIES PROVIDED FOR IN THIS AGREEMENT.

     8.8. LIMITATION ON INDEMNITIES.  NOTWITHSTANDING ANY PROVISIONS IN SECTIONS
8.1 AND 8.2 TO THE CONTRARY,  IN NO EVENT SHALL AN  INDEMNIFYING  PARTY HAVE ANY
OBLIGATION  OF  INDEMNIFICATION  TO THE OTHER PARTY,  IF THE CLAIM,  OCCURRENCE,

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CONDITION  OR  DISPUTE  FOR WHICH  INDEMNITY  IS SOUGHT  WAS CAUSED BY THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY AND/OR ITS
OFFICERS,   DIRECTORS,   EMPLOYEES,   AGENTS,  CONTRACTORS,   SUBCONTRACTORS  OR
AFFILIATES.

     8.9. SOLE REMEDY.  If the Closing occurs,  the sole and exclusive remedy of
each of the Buyer Group with respect to the Properties,  including this purchase
and sale,  shall be pursuant to the express  indemnification  provisions of this
Article 8. Any and all (a) claims relating to the  representations,  warranties,
covenants  and  agreements  of Sellers  contained in this  Agreement,  (b) other
claims by Buyer pursuant to, or in connection with, this Agreement, or (c) other
claims by Buyer  relating to the  Properties  and the purchase and sale thereof,
shall be subject and pursuant to the  provisions set forth in this Article 8. If
the  Closing   occurs,   except  for  claims   made   pursuant  to  the  express
indemnification  provisions  of this Article 8, Buyer,  on behalf of each of the
Buyer Group shall be deemed to have  waived,  to the  fullest  extent  permitted
under  applicable law, any right to  contribution  against Sellers or any of the
Seller Group, and any and all other rights,  claims, and causes of action it may
have  against  Sellers  or any of the  Seller  Group,  arising  under  or on any
federal, state, or local statute, law ordinance, rule or regulation,  common law
or otherwise.

                      ARTICLE 9. WARRANTIES AND DISCLAIMERS

     9.1 SPECIAL  WARRANTY OF TITLE.  SELLERS  SHALL WARRANT AND DEFEND TITLE TO
THE  PROPERTIES  CONVEYED TO BUYER  AGAINST  EVERY  PERSON  WHOMSOEVER  LAWFULLY
CLAIMING THE PROPERTIES OR ANY PART THEREOF BY,  THROUGH OR UNDER  SELLERS,  BUT
NOT OTHERWISE, AND SUBJECT TO THE PERMITTED ENCUMBRANCES.

     9.2 DISCLAIMER -  REPRESENTATIONS  AND WARRANTIES.  BUYER  ACKNOWLEDGES AND
AGREES THAT THE PROPERTIES ARE BEING SOLD, ASSIGNED AND CONVEYED FROM SELLERS TO
BUYER  "AS-IS,  WHERE-IS",  AND WITH ALL FAULTS IN THEIR  PRESENT  CONDITION AND
STATE OF  REPAIR,  WITHOUT  RECOURSE.  EXCEPT  AS  EXPRESSLY  SET  FORTH IN THIS
AGREEMENT,  SELLERS HEREBY DISCLAIM ANY AND ALL  REPRESENTATIONS  AND WARRANTIES
CONCERNING THE PROPERTIES,  EXPRESS, STATUTORY, IMPLIED OR OTHERWISE,  INCLUDING
WITHOUT LIMITATION,  ANY WARRANTY OF TITLE (EXCEPT AS SET FORTH IN SECTION 9.1),
THE QUALITY OF HYDROCARBON RESERVES,  THE QUANTITY OF HYDROCARBON RESERVES,  THE
AMOUNT OF  REVENUES,  THE AMOUNT OF  OPERATING  COSTS,  CONDITION  (PHYSICAL  OR
ENVIRONMENTAL),  QUALITY,  COMPLIANCE WITH APPLICABLE  LAWS,  ABSENCE OF DEFECTS
(LATENT OR PATENT),  SAFETY,  STATE OF REPAIR,  MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, AND BUYER EXPRESSLY RELEASES SELLERS FROM THE SAME.

     9.3 DISCLAIMER - STATEMENTS AND INFORMATION.  EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT, SELLERS DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR
AND ASSOCIATED  WITH THE QUALITY,  ACCURACY,  COMPLETENESS OR MATERIALITY OF THE
RECORDS AND ANY OTHER INFORMATION PROVIDED AT ANY TIME (WHETHER ORAL OR WRITTEN)

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TO BUYER, ITS OFFICERS, AGENTS, EMPLOYEES AND REPRESENTATIVES IN CONNECTION WITH
THE TRANSACTION  CONTEMPLATED HEREIN,  INCLUDING WITHOUT LIMITATION,  QUALITY OF
HYDROCARBON  RESERVES,  QUANTITY OF  HYDROCARBON  RESERVES,  AMOUNT OF REVENUES,
AMOUNT  OF  OPERATING  COSTS,  FINANCIAL  DATA,  CONTRACT  DATA,   ENVIRONMENTAL
CONDITION OF THE PROPERTIES,  PHYSICAL CONDITION OF THE PROPERTIES AND CONTINUED
FINANCIAL VIABILITY OF THE PROPERTIES, AND BUYER EXPRESSLY RELEASES SELLERS FROM
THE SAME.

               ARTICLE 10. SELLERS' REPRESENTATIONS AND WARRANTIES

     Each  representation  or warranty made herein by a Seller is made solely as
to such Seller and the Properties and not as to any other Seller. Subject to the
foregoing,  each Seller (unless  expressly  limited to a specific Seller) hereby
represents  and  warrants to Buyer that on the date hereof and as of the Closing
Date:

     10.1 Organization and Good Standing. Each Seller that is an organization is
duly  organized,  validly  existing and in good  standing  under the Laws of the
State of Texas,  and has all requisite  corporate power and authority to own and
lease the  Properties.  Each Seller that is an  organization is duly licensed or
qualified  to do business  in the State of Texas and is in good  standing in all
jurisdictions in which the Properties are located.

     10.2 Corporate Authority;  Authorization of Agreement.  Each Seller that is
an organization  has all requisite  corporate power and authority to execute and
deliver this Agreement,  to consummate the transactions  contemplated herein and
to perform all of the terms and conditions to be performed by it as provided for
in this Agreement.  The execution and delivery of this Agreement by Sellers, the
performance  by Sellers of all of the terms and conditions to be performed by it
and the  consummation  of the  transactions  contemplated  herein have been duly
authorized and approved by all necessary  corporate  action.  This Agreement has
been duly  executed  and  delivered  by Sellers  and  constitutes  the valid and
binding  obligation  of Sellers,  enforceable  against each Seller in accordance
with its terms,  except as such  enforceability  may be  limited by  bankruptcy,
insolvency or other Laws relating to or affecting the  enforcement of creditors'
rights  and  general   principles   of  equity   (regardless   of  whether  such
enforceability is considered in a proceeding at law or in equity).

     10.3 No  Violations.  The execution and delivery of this  Agreement by each
Seller  does  not,  and the  fulfillment  and  compliance  with  the  terms  and
conditions hereof and the consummation of the transactions  contemplated herein,
will not:

     (a) Conflict  with or require the consent of any person or entity under any
of the terms,  conditions or provisions of the certificate of  incorporation  or
bylaws of Sellers;

     (b) Violate any  provision  of, or require any filing,  consent or approval
under any Law  applicable to or binding upon a Seller  (assuming  receipt of all
consents and approvals of governmental  entities customarily obtained subsequent
to the transfers of title);

     (c) Conflict  with,  result in a breach of,  constitute a default  under or
constitute an event that with notice or lapse of time, or both, would constitute
a default  under,  accelerate  or permit  the  acceleration  of the  performance
required by, or require any consent,  authorization  or approval under,  (i) any
mortgage,  indenture,  loan,  credit  agreement or other  agreement,  evidencing
indebtedness  for  borrowed  money to  which a  Seller  is a party or by which a
Seller is bound or (ii) any order, judgment or decree of any governmental entity
or tribal authority; or

     (d) Result in the creation or  imposition of any lien or  encumbrance  upon
the Properties.

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     10.4 Absence of Certain Changes.  Between the execution date hereof and the
Closing Date,  there have not been and there shall not be without  Buyer's prior
written consent:

     (a) A  sale,  lease  or  other  disposition  of any  material  part  of the
Properties;

     (b) A mortgage,  pledge or grant of a lien or  security  interest in any of
the Properties; or

     (c) A contract or commitment to do any of the foregoing.

     10.5 Operating Costs. To the best of Sellers' knowledge, all costs incurred
in  connection  with  operation  of the  Properties  have  been  fully  paid and
discharged  by  Sellers,  except  normal  expenses  incurred  in  operating  the
Properties  within the previous  sixty (60) Days or as to which Sellers have not
yet been billed or as to which Sellers are disputing in good faith.

     10.6  Litigation  and Other  Disputes.  Except  for the  matters  listed on
Exhibit G (liability for which shall be retained by the affected Seller),  there
is no action,  suit or proceeding pending or, to the best of Sellers' knowledge,
threatened  against Sellers or the Properties which would reasonably be expected
to have a material adverse effect on Buyer or Buyer's interest in the Properties
after Closing or to prevent the consummation of the transaction  contemplated by
this Agreement.  For purposes of this provision,  "material"  means an impact of
greater than Ten Thousand Dollars (US$10,000).

     10.7 Bankruptcy.  There are no bankruptcy,  reorganization  or receivership
proceedings  pending,  being  contemplated  by  or,  to  the  best  of  Sellers'
knowledge, threatened against Sellers.

     10.8 Material Contracts. To the best of Sellers' knowledge,  Exhibit F sets
forth a list of the material contracts, agreements, and commitments to which any
of the  Properties  are bound:  (a) any agreement with any affiliate of Sellers;
(b) any  agreement  or  contract  of  Sellers  for the sale,  exchange  or other
disposition of Hydrocarbons  produced from the Properties that is not cancelable
without penalty on not more than 31 days prior written notice; (c) any agreement
of Sellers to sell, lease, farm out or otherwise dispose of any of its interests
in any of the Properties other than conventional rights of reassignment; (d) any
tax partnership  agreement of Sellers  affecting any of the Properties;  (e) any
operating  agreement to which  Sellers'  interests in any of the  Properties  is
subject;  (f) any  agreement  pursuant to which Sellers has not consented to, or
forfeited,  its rights to participate in future oil and gas operations;  (g) any
agreement pursuant to which Sellers have received an advance payment, prepayment
or similar  deposit,  and has a refund  obligation,  with  respect to any gas or
products purchased, sold, gathered,  processed or marketed by or for Sellers out
of the  Properties,  (h) any  contract  that  requires  Sellers  to expend  more
than$25,000  in any year in connection  with the  Properties;  (i) any option to
purchase or call on the Hydrocarbons  produced from the Properties;  and (j) any
lease,  title retention  agreement,  or security  interest  affecting any of the
Equipment.

     10.9 Consents and Preferential  Rights. To the best of Sellers'  knowledge,
except for those consents and approvals  customarily  obtained subsequent to the
transfer  of title,  Exhibit J  contains  a complete  and  accurate  list of all
consents  to  assignment  that are  required  to be  obtained,  made or given by
Sellers  for the  assignment  or  transfer  of the  Properties  to Buyer and all
preferential purchase rights that affect the Properties.

     10.10  Compliance with Law and Permits.  Except for those matters set forth
on Exhibit K hereto and such other matters as would not have a material  adverse
effect  on the  value  of the  Properties,  to the best of  Sellers'  knowledge,
Ricochet and those third parties  operating any portion of the  Properties,  (a)
are in  material  compliance  with all  laws,  rules,  regulations,  ordinances,
orders,   decisions  and  decrees  of  all   governmental   authorities   having
jurisdiction with respect to the Properties or the ownership or operation of any
thereof;  (b)  have  obtained  all  necessary  governmental  permits,  licenses,

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approvals,  consents,  certificates and other  authorizations with regard to the
ownership or operation of the Properties and have  maintained the same in effect
and  no  material  violations  exist  in  respect  of  such  permits,  licenses,
approvals,  consents,  certificates or authorizations;  and (c) are not aware of
any  facts,  conditions  or  circumstances  in  connection  with,  related to or
associated with the Properties or the ownership or operation of any thereof that
could  reasonably  be  expected  to give  rise to any  claim or  assertion  that
Sellers,  the  Properties or the ownership or operation of any thereof is not in
material compliance with any applicable law, rule, regulation, ordinance, order,
decision or decree of any governmental  authority or with any term or conditions
of any  applicable  permit,  license,  approval,  consent,  certificate or other
authorization.

     10.11  Environmental  Compliance.  Except  for those  matters  set forth on
Exhibit K hereto  and such other  matters  as would not have a material  adverse
effect  on the  value  of the  Properties,  to the best of  Sellers'  knowledge,
Ricochet and those third parties  operating any portion of the  Properties,  (a)
have obtained and maintained in effect all  environmental  and health and safety
permits, licenses,  approvals,  consents,  certificates and other authorizations
necessary  for the  ownership  or operation  of the  Properties  ("Environmental
Permits"); (b) are in material compliance with all applicable Environmental Laws
and with all terms and conditions of all  Environmental  Permits,  and all prior
instances  of  noncompliance  have  been  fully  and  finally  resolved  to  the
satisfaction  of  all  governmental  authorities  with  jurisdiction  over  such
matters;  (c) are not subject to any  Environmental  Claims arising from,  based
upon, associated with or related to the Properties or the ownership or operation
of any thereof;  (d) have not received any notice of any Environmental  Claim or
any violation,  noncompliance or possible  noncompliance  with any Environmental
Law or the terms or conditions of any Environmental Permit,  arising from, based
upon, associated with or related to the Properties or the ownership or operation
of any thereof;  and (e) are not  otherwise  aware of any facts,  conditions  or
circumstances in connection  with,  related to or associated with the Properties
or the ownership or operation of any thereof,  that could reasonably be expected
to give rise to any Environmental  Claim or any claim or assertion that Sellers,
the Properties or the ownership or operation  thereof is not in compliance  with
Environmental Laws or the terms or conditions of any Environmental Permit.

     10.12 Status of  Contracts.  (a) All of the Material  Contracts are in full
force and effect, and (b) neither Sellers nor, to the knowledge of Sellers,  any
other party to the Material  Contracts  (i) is in breach of or default,  or with
the  lapse of time or the  giving  of  notice,  or both,  would be in  breach or
default,  with respect to any of its  obligations  thereunder to the extent that
such  breaches or defaults  would have a material  adverse  impact on any of the
Properties  or (ii) has given or  threatened to give notice of any default under
or inquiry  into any  possible  default  under,  or action to alter,  terminate,
rescind or procure a judicial reformation of any Material Contract.

     10.13  Production  Burdens,  Taxes,  Expenses and Revenues.  To the best of
Sellers'  knowledge,  (a) all rentals,  royalties,  excess  royalty,  overriding
royalty interests and other payments due under or with respect to the Properties
have been properly and timely paid,  (b) all ad valorem,  property,  production,
severance  and  other  taxes  based  on or  measured  by  the  ownership  of the
Properties  or the  production of  Hydrocarbons  from the  Properties  have been
properly and timely paid, (c) all expenses payable by Sellers under the terms of
the  Material  Contracts  have been  properly  and timely  paid  except for such
expenses as are being currently paid prior to delinquency or are being contested
in good faith in the  ordinary  course of business  and (d) all of the  proceeds
from the sale of  Hydrocarbons  are being properly and timely paid to Sellers by
the purchasers of production without suspension or indemnity other than standard
division order indemnities.

     10.14  Production  Sales Matters.  Except as set forth on Exhibit L, to the
best of Sellers'  knowledge,  (a) none of the  purchasers  under any  production
sales  contracts  is entitled to "makeup" or  otherwise  receive  deliveries  of
Hydrocarbons  without  paying at the time of such  deliveries  the full contract
price therefore by reason of payments made prior to the Effective Time; (b) none
of the  purchasers  under any  production  sales  contracts  has  exercised  any
economic out provision;  (c) none of the purchasers  under any production  sales

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contracts has curtailed its takes of natural gas in violation of such contracts;
(d) none of the purchasers under any production sales contracts has given notice
that it desires to amend the production sales contracts with respect to price or
quantity of deliveries undertake-or-pay provisions or otherwise; and (e) Sellers
are  not  obligated  to pay  any  penalties  or  other  payments  under  any gas
transportation  or other  agreement as a result of the delivery of quantities of
gas from the Properties in excess of the contract requirements.

     10.15 Capital Commitments.  Exhibit M contains a complete and accurate list
as of the date of this Agreement of (a) all authorities for expenditures("AFEs")
to drill or rework  wells or for  capital  expenditures  pursuant  to any of the
Material  Contracts  that  have  been  proposed  by any  person  on or after the
Effective  Time,  whether or not  accepted by Sellers or any other  person,  and
(b)all  AFEs and oral or  written  commitments  to drill or rework  wells or for
other capital  expenditures  pursuant to any of the Material  Contracts that are
equal  to or  greater  than US  $25,000  and  for  which  all of the  activities
anticipated in such AFEs or  commitments  have not been completed by the date of
this Agreement.

     10.16  Limitation  on  Representations.  The  representations  contained in
Sections 10.5 through 10.15 shall survive Closing for a period of nine (9)months
after  the  Closing  Date  and  shall  thereupon  terminate.   Furthermore,  the
representations contained in Sections 10.5 through 10.15 are limited in scope to
those matters that either occurred or that Sellers  received actual knowledge of
during the time period extending from April 1, 2012 through the Closing Date.

     10.17  Brokers.  No  Seller  has  incurred  any  liability,  contingent  or
otherwise,  for brokers' or finders' fees with respect to this  transaction  for
which Buyer shall have any responsibility whatsoever.

               ARTICLE 11. BUYER'S REPRESENTATIONS AND WARRANTIES

     Buyer  represents and warrants to Sellers that on the date hereof and as of
the Closing Date:

     11.1 Organization and Good Standing. Buyer is a corporation duly organized,
validly  existing and in good standing under the Laws of the State of Nevada and
has all requisite corporate power and authority to own and lease the Properties.
Buyer is duly licensed or qualified to do business as a foreign  corporation and
is in good standing in all jurisdictions in which the Properties are located.

     11.2  Corporate  Authority;  Authorization  of  Agreement.  Buyer  has  all
requisite  corporate  power and authority to execute and deliver this Agreement,
to consummate the transactions  contemplated herein and to perform all the terms
and  conditions  to be performed by it as provided  for in this  Agreement.  The
execution and delivery of this Agreement by Buyer,  the  performance by Buyer of
all the terms and conditions to be performed by it and the  consummation  of the
transactions  contemplated  herein have been duly authorized and approved by all
necessary  corporate action. This Agreement has been duly executed and delivered
by Buyer and constitutes the valid and binding obligation of Buyer,  enforceable
against it in accordance with its terms,  except as such  enforceability  may be
limited by  bankruptcy,  insolvency  or other Laws  relating to or affecting the
enforcement of creditors' rights and general principles of  equity(regardless of
whether such enforceability is considered in a proceeding at law or in equity).

     11.3 No  Violations.  The execution and delivery of this Agreement by Buyer
does not,  and the  fulfillment  and  compliance  with the terms and  conditions
hereof and the consummation of the transactions contemplated herein, do not:

     (a) Conflict  with or require the consent of any person or entity under any
of the terms,  conditions or provisions of the certificate of  incorporation  or
bylaws of Buyer;

     (b) Violate any  provision  of, or require any filing,  consent or approval
under any Law applicable to or binding upon Buyer;

                                       19
<PAGE>
     (c) Conflict  with,  result in a breach of,  constitute a default  under or
constitute an event that with notice or lapse of time, or both, would constitute
a default  under,  accelerate  or permit  the  acceleration  of the  performance
required by, or require any consent,  authorization  or approval under,  (i) any
mortgage,  indenture,  loan,  credit  agreement  or other  agreement  evidencing
indebtedness  for borrowed  money to which Buyer is a party or by which Buyer is
bound,  or (ii) any  order,  judgment  or decree of any  governmental  entity or
tribal authority; or

     (d) Result in the creation or  imposition of any lien or  encumbrance  upon
the Properties.

     11.4 SEC Disclosure. Buyer is an experienced and knowledgeable investor and
operator in the oil and gas business.  Buyer is acquiring the Properties for its
own account for use in its trade or business,  and not with a view toward or for
sale in connection with any distribution thereof, nor with any present intention
of making a  distribution  thereof  within the meaning of the  Securities Act of
1933, as amended.

     11.5  INDEPENDENT  EVALUATION.  AS OF CLOSING,  BUYER REPRESENTS THAT IT IS
SOPHISTICATED  IN THE EVALUATION,  PURCHASE,  OPERATION AND OWNERSHIP OF OIL AND
GAS  PROPERTIES AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND
TO CONSUMMATE THE TRANSACTION  CONTEMPLATED  HEREIN,  BUYER HAS RELIED AND SHALL
RELY  SOLELY  ON   SELLERS'   REPRESENTATIONS   CONTAINED   HEREIN  AND  ON  ITS
OWNINDEPENDENT  INVESTIGATION AND EVALUATION OF THE PROPERTIES AND HAS SATISFIED
ITSELF  AS  TO  THE  PHYSICAL  CONDITION  AND  ENVIRONMENTAL  CONDITION  OF  THE
PROPERTIES.

     11.6 BUYER'S RELIANCE. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ENTITLED TO
RELY  ONLY ON THE  EXPRESS  REPRESENTATIONS  AND  WARRANTIES  SET  FORTH IN THIS
AGREEMENT.

     11.7 Qualified  Leaseholder.  Buyer meets the operator  designation and all
bonding requirements of the state and/or other governmental authorities in which
the  Properties are located,  and, after the Closing,  Buyer will continue to be
able to meet such bonding  requirements.  Buyer is and,  after the  Closing,  is
expected to continue  to be,  otherwise  qualified  to own the  Properties.  The
consummation of the transactions  contemplated hereby will not cause Buyer to be
disqualified  to be an owner of federal oil, gas, and mineral leases in the Gulf
of Mexico  region,  or to exceed  any  acreage  limitation  imposed  by any law,
statute,  rule  or  regulation.  Buyer  is not  aware  of any  fact  that  could
reasonably be expected to cause any governmental  authorities to fail to approve
the assignment of the Properties to Buyer.

     11.8  Brokers.  Buyer  has  not  incurred  any  liability,   contingent  or
otherwise,  for brokers' or finders' fees with respect to this  transaction  for
which Sellers shall have any responsibility whatsoever.

                        ARTICLE 12. ADDITIONAL AGREEMENTS

     12.1  Covenants  of Sellers.  From the date hereof until  Closing,  without
first obtaining the consent of Buyer, Sellers have not and will not:

     (a) waive any righ1t of material value relating to the Properties;

     (b) convey, encumber, mortgage, pledge any of the Properties nor dispose of
any of the Properties,  other than the sale of production in the ordinary course
of business  and except as may be required in  connection  with the  exercise of
preferential rights affecting the Properties;

     (c)  enter  into,  modify  or  terminate  any  contracts  relating  to  the
Properties;

                                       20
<PAGE>
     (d) vote to commit to any material  project or material  expenditure  under
any operating  agreement affecting the Properties or elect to participate in any
operation on the Properties requiring an expenditure of greater than Twenty Five
Thousand  Dollars  (US  $25,000)  to  Sellers'  interest,  except to the  extent
required in an  emergency  to protect life or property  from  immediate  harm or
destruction; or

     (e) contract or commit itself to do any of the foregoing.

     12.2 Notice of Loss.  From the date hereof  until  Closing,  Sellers  shall
promptly  notify  Buyer of any loss or  damage  to the  Properties,  or any part
thereof,  known to Sellers and in the aggregate  exceeding Ten Thousand  Dollars
(US $10,000) net to Sellers' interest.

     12.3 Subsequent  Operations.  Sellers make no representations or warranties
to Buyer as to the  transferability  or  assignability  of  operatorship  of the
Properties.  Buyer acknowledges that the rights and obligations  associated with
operatorship of the Properties are governed by the applicable  agreement(s)  and
that  operatorship  of the  Properties  shall be decided in accordance  with the
terms  of  said  agreement(s);  provided,  however,  Sellers  agree  to  provide
reasonable  assistance  to Buyer (at no expense to Sellers) in  connection  with
Buyer's effort to be designated as operator of the Properties.

     12.4 Buyer's  Assumption  of  Obligations.  Except as  otherwise  expressly
provided in this Agreement,  Buyer agrees to assume and shall timely perform and
discharge all duties and obligations of Sellers insofar as the same relate to or
arise out of Sellers' interest in the Properties  relating to the period of time
after the Closing, including,  without limitation, all duties and obligations of
Sellers under all the Material Contracts (the "Assumed Obligations"),  and Buyer
shall  indemnify  and  hold  Sellers  harmless  from  and  against  any  and all
liabilities  of  whatsoever  nature  arising out of Buyer's  failure to properly
perform or  discharge  the  Assumed  Obligations,  except to the extent the same
relate to the breach of any  representation  or warranty of Sellers as set forth
in and  limited  by this  Agreement,  or the breach of, or failure to perform or
satisfy any  covenant of Sellers set forth in this  Agreement.  Buyer  agrees to
accept full  responsibility  for Sellers'  proportionate  share of the costs and
expenses  associated with or attributable to the plugging and abandonment of all
wells,  and the removal of all equipment,  platforms and facilities  conveyed to
Buyer under this Agreement and the  remediation,  restoration and cleanup of the
Properties.   In  conducting  the  duties  and  obligations  contained  in  this
Section12.4,  Buyer shall comply with the  applicable  Laws of all  governmental
entities and tribal authorities having appropriate jurisdiction. Buyer shall not
assume(i) any duties,  obligations or liabilities with respect to or relating to
any matter disclosed under, or that should have been disclosed,  under Exhibit G
and(ii) any  obligation  of Sellers to pay or discharge  any refunds,  including
interest  and  penalties,  if  any,  that  may be  imposed  by any  governmental
authority  arising from the sale of Hydrocarbons and operation of the Properties
prior to the Effective Time.

     12.5  Records.  Within thirty (30) Days after  Closing,  Sellers shall make
available to Buyer all Records  which are  maintained by Sellers to be picked up
at the offices of  Ricochet,  provided,  however,  that  Sellers are entitled to
retain copies of any or all such  Records.  Buyer agrees to maintain the Records
received from Sellers in accordance herewith for a period of six (6) years after
the  Closing  Date and to afford  Sellers  reasonable  access to the  Records as
requested by Sellers.  If Buyer  desires to dispose of any such Records prior to
the end of the six (6) year  period,  Buyer shall offer in writing to Sellers to
deliver such Records to Sellers; if Sellers elect not to receive such Records or
fail to respond to Buyer's notice within thirty (30) Business Days after receipt
thereof, then Buyer may dispose of such Records within its discretion.

                                       21
<PAGE>
                         ARTICLE 13. DISPUTE RESOLUTION

     13.1  Independent  Expert.  Any dispute  arising under this  Agreement that
cannot be resolved  informally by agreement of the parties,  including  disputes
regarding title issues, environmental issues, or valuations of the Properties or
revisions  thereto  (each a  "DISPUTE"),  shall be referred  to and  resolved by
binding  arbitration by an independent  expert appointed in accordance with this
Section 13.1 ( the  "INDEPENDENT  EXPERT"),  who shall serve as sole arbitrator.
The  Independent  Expert  shall be  appointed  by mutual  agreement of Buyer and
Ricochet from among candidates with experience and expertise in the area that is
the subject of such Dispute, and failing such agreement, such Independent Expert
for such Dispute  shall be selected as would a single  arbitrator  in accordance
with  the  Rules  (as  hereinafter  defined.)  Disputes  to  be  resolved  by an
Independent  Expert  shall  be  resolved  in  accordance  with  mutually  agreed
procedures and rules and failing such  agreement,  in accordance  with the rules
and procedures for arbitration  provided in Section 13.2. The Independent Expert
shall be  instructed  by Buyer and  Ricochet to resolve  such Dispute as soon as
reasonably practicable in light of the circumstances.  The decision and award of
the  Independent  Expert shall be binding upon the Parties as an award under the
Federal  Arbitration  Act and final and  non-appealable  to the  maximum  extent
permitted by law,  and  judgment  thereon may be entered in a court of competent
jurisdiction and enforced by any Party as a final judgment of such court.

     13.2  Rules and Procedures.

     13.2.1  Arbitration of Disputes shall be conducted  pursuant to the Federal
Arbitration Act, except as expressly provided  otherwise in this Agreement.  The
validity,  construction,  and  interpretation  of  this  Section  13.2,  and all
procedural aspects of the arbitration conducted pursuant hereto shall be decided
by the Independent Expert. The arbitration shall be administered by the American
Arbitration  Association  (the "AAA"),  and shall be  conducted  pursuant to the
Commercial  Arbitration  Rules of the AAA (the  "Rules"),  except  as  expressly
provided  otherwise in this  Agreement.  The  arbitration  proceedings  shall be
subject to any optional rules contained in the Rules for emergency measures and,
in the case of  Disputes  with  respect  to  amounts  in excess  of $1  million,
optional rules for large and complex cases.

     13.2.2 All  arbitration  proceedings  hereunder  shall be  conducted in San
Antonio, Texas or such other mutually agreeable location.

     13.2.3 In deciding the  substance of the Dispute,  the  Independent  Expert
shall  refer  to the  substantive  laws  of the  State  of  Texas  for  guidance
(excluding  choice-of-law  principles that might call for the application of the
laws of another jurisdiction). Matters relating to arbitration shall be governed
by the Federal  Arbitration  Act. The parties agree that the Independent  Expert
shall  not  have the  authority  to  grant  or  award  indirect,  consequential,
punitive, exemplary or special damages.

     13.2.4  The fees and  expenses  of the  Independent  Expert  shall be borne
equally by Buyer and  Sellers,  but the decision of the  Independent  Expert may
include such award of the  Independent  Expert's  fees and expenses and of other
costs and  attorneys'  fees as the  Independent  Expert  determines  appropriate
(provided  that such  award of costs and fees may not  exceed the amount of such
costs and fees incurred by the winning party in the arbitration).

     13.2.5 The  decision and award of the  Independent  Expert shall be binding
upon the Parties and final and non-appealable to the maximum extent permitted by
law,  and judgment  thereon may be entered in a court of competent  jurisdiction
and enforced by any Party as a final judgment of such court.

                                       22
<PAGE>
                   ARTICLE 14. CONDITIONS PRECEDENT TO CLOSING

     14.1 Conditions Precedent to Sellers' Obligation to Close. Sellers shall be
obligated to  consummate  the sale of the  Properties  as  contemplated  by this
Agreement on the Closing Date, provided the following  conditions precedent have
been satisfied or have been waived by Sellers:

     14.1.1  All  representations  and  warranties  of Buyer  contained  in this
Agreement  shall be true  and  correct  in all  material  respects  at and as of
Closing as though such  representations  and  warranties  were made at and as of
such time;

     14.1.2  Buyer  shall  have  complied  in all  material  respects  with  all
obligations  and  conditions  contained  in this  Agreement  to be  performed or
complied with by Buyer at or prior to the Closing; and

     14.1.3 No suit,  action or other  proceedings  shall be pending  before any
court or governmental  entity in which it is sought by a person or entity (other
than the parties  hereto or any of their  Affiliates,  officers,  directors,  or
employees) to restrain,  enjoin or otherwise  prohibit the  consummation  of the
transactions contemplated by this Agreement, or to obtain substantial damages in
connection  with the  transaction  contemplated  herein,  nor shall there be any
investigation  by a  governmental  entity pending which might result in any such
suit,  action or other  proceedings  seeking to  restrain,  enjoin or  otherwise
prohibit the consummation of the transaction contemplated by this Agreement.

     14.1.4  This  Agreement  shall not have  been  terminated  pursuant  to the
provisions in Article 15 or otherwise contained herein.

     14.2 Conditions  Precedent to Buyer's  Obligation to Close.  Buyer shall be
obligated to consummate the purchase of the Properties as  contemplated  by this
Agreement on the Closing Date, provided that the following  conditions precedent
have been satisfied or have been waived by Buyer:

     14.2.1 All  representations  and  warranties  of Sellers  contained in this
Agreement  shall be true  and  correct  in all  material  respects  at and as of
Closing as though such  representations  and  warranties  were made at and as of
such time;

     14.2.2  Sellers  shall have  complied  in all  material  respects  with all
obligations  and  conditions  contained  in this  Agreement  to be  performed or
complied with by Sellers at or prior to the Closing; and

     14.2.3 No suit,  action or other  proceedings  shall be pending  before any
court or governmental  entity in which it is sought by a person or entity (other
than the parties  hereto or any of their  Affiliates,  officers,  directors,  or
employees) to restrain,  enjoin or otherwise  prohibit the  consummation  of the
transactions contemplated by this Agreement, or to obtain substantial damages in
connection  with the  transaction  contemplated  herein,  nor shall there be any
investigation  by a  governmental  entity pending which might result in any such
suit,  action or other  proceedings  seeking to  restrain,  enjoin or  otherwise
prohibit the consummation of the transaction contemplated by this Agreement.

     14.2.4  This  Agreement  shall not have  been  terminated  pursuant  to the
provisions in Article 15 or otherwise contained herein.

                             ARTICLE 15. TERMINATION

     15.1 Grounds for Termination.  This Agreement may be terminated at any time
prior to Closing:

                                       23
<PAGE>
     15.1.1 By the mutual written agreement of Sellers and Buyer;

     15.1.2 By  Sellers  if Buyer  fails or  refuses  to Close in breach of this
Agreement or if the  conditions  precedent to Sellers'  obligation  to Close are
unmet at the time set for Closing;

     15.1.3  By Buyer if  Sellers  fail or  refuse  to Close in  breach  of this
Agreement  or if the  conditions  precedent to Buyer's  obligation  to Close are
unmet at the time set forth Closing;

     15.1.4 By either Sellers or Buyer pursuant to Article 7;

     15.1.5 By Sellers if the Purchase  Price would be adjusted  downward by ten
percent (10%) or more or by Buyer if the Purchase Price would be adjusted upward
by ten percent (10%) or more in accordance with Article 4; or

     15.1.6 By  either  party  (provided  the  terminating  party is not then in
breach of any provisions of this Agreement),  if Closing shall not have occurred
within sixty (60) days following the originally scheduled Closing Date.

     15.2 Effect of Termination.

     15.2.1  Except as provided in Section  15.2.2 below,  if this  Agreement is
terminated in accordance  with Section 15.1, such  termination  shall be without
liability of either party or any Affiliate,  officer,  director,  or employee of
such party, except for Sellers' obligation (if applicable) to return the Earnest
Money  Deposit,  as  provided in Article 3, the  obligations  to  arbitrate  any
dispute arising from such  termination and the obligations  provided in Sections
15.3, 15.4, 15.5, and 17.3.

     15.2.2 If this  Agreement  is  terminated  because  of  Buyer's  failure or
refusal to Close in breach of this Agreement or because the conditions precedent
to Sellers'  obligation to Close  provided in Section 14.1 are unmet at the time
set for Closing,  Sellers  shall be entitled to retain the Earnest Money Deposit
as liquidated  damages to reimburse Sellers for out-of-pocket  fees and expenses
incurred in connection  with the  transactions  contemplated  by this Agreement,
unless any of the conditions  precedent to Buyer's  obligation to Close provided
in  Section  14.2 are also  unmet at the  time set for  Closing,  in which  case
Sellers shall return the Earnest Money Deposit to Buyer.

     15.3 Dispute  Over Right to  Terminate.  If there is a dispute  between the
parties over either party's right to terminate this Agreement under Section15.1,
Closing  shall not occur,  as  scheduled.  The party  which  disputes  the other
party's right to terminate may initiate  arbitration  proceedings  in accordance
with  Article 13 within  thirty  (30) Days after the date on which  Closing  was
scheduled  to occur and, if  arbitration  is so  initiated,  the dispute will be
resolved  through such arbitration  proceeding.  IF THE PARTY WHICH DISPUTES THE
TERMINATION  RIGHT DOES NOT INITIATE AN  ARBITRATION  PROCEEDING  TO RESOLVE THE
DISPUTE  WITHIN THE TIME  PERIOD  SPECIFIED  HEREINABOVE,  SUCH  PARTY  SHALL BE
DEEMEDTO HAVE WAIVED ITS RIGHT TO OBJECT TO SUCH TERMINATION.

     15.4 Return of Documents. If this Agreement is terminated, each party shall
return to the party  which  owns or is  otherwise  entitled  thereto  all books,
records,  maps,  files,  papers and other  property in such  party's  possession
relating to the transaction contemplated by this Agreement.

                                       24
<PAGE>
     15.5 Confidentiality.  Notwithstanding the termination of this Agreement or
any  other  provision  of this  Agreement  to the  contrary,  the  terms  of the
Confidentiality Agreement (as defined in Section 4.1) shall remain in full force
and effect.

                             ARTICLE 16. THE CLOSING

     16.1.  Preliminary  Closing Statement.  At least five (5) Days prior to the
Closing Date,  Ricochet shall provide Buyer with a Preliminary Closing Statement
setting forth the adjusted  Purchase Price and wiring  instructions  designating
the account or accounts to which the adjusted  Purchase Price is to be delivered
in accordance with Section 16.3.2. Within two (2) Business Days after receipt of
the Preliminary  Closing  Statement from Ricochet,  Buyer shall furnish Ricochet
with Buyer's requested  adjustments to such statement.  Ricochet and Buyer shall
attempt  in good faith to  resolve  any  differences  between  them,  but if the
parties are unable to agree,  Sellers'  Preliminary  Closing  Statement shall be
used for Closing.

     16.2  Obligations  of Sellers at Closing.  At the  Closing,  Sellers  shall
deliver to Buyer, unless waived by Buyer, the following:

     16.2.1  Documents  substantially  in the form of the Assignment and Bill of
Sale attached  hereto as Exhibit C, conveying all of Sellers'  right,  title and
interests in and to the  Properties.  The  Assignment  and Bill of Sale shall be
executed and acknowledged in three (3) multiple originals or such greater number
as agreed between the parties;

     16.2.2  Evidence that all consents and approvals  prerequisite  to the sale
and  conveyance of the  Properties  (except for (i) consents to assignment  that
cannot be unreasonably  withheld,  or words of similar effect, and for which the
third party has not  objected to the transfer or  affirmatively  stated that the
consent to assignment will not be  forthcoming;  and (ii) consents and approvals
of  governmental  entities  customarily  obtained  subsequent to the transfer of
title  or with  respect  to  Properties  which  have  been  withdrawn  from  the
transaction in accordance with the terms hereof) have been obtained,  as well as
evidence  of waiver or lapse of any  unexercised  preferential  purchase  rights
applicable to the Properties;

     16.2.3 A Certificate substantially in the form of Exhibit D, executed by an
authorized  officer of each Seller,  certifying  as to the matters  specified in
Section 14.2.1;

     16.2.4 A  Non-Foreign  Affidavit  substantially  in the form of  Exhibit E,
executed by an authorized officer of each Seller;

     16.2.5 Change of operator forms on those Properties  operated by any Seller
and, subject to the other provisions of this Agreement,  reasonably cooperate to
have  operations  transferred  to Buyer (and Buyer shall file all such change of
operator forms with the Railroad Commission of Texas and provide filed copies of
same to Ricochet within 30 days after the Closing);

     16.2.6 Duly executed and  acknowledged  releases in recordable  form of all
mortgages,  deeds of trust and security agreements that encumber the Properties;
and

     16.2.7  Such  other  instruments  as are  necessary  to carry out  Sellers'
obligations under this Agreement.

     16.3 Obligations of Buyer at Closing.  At the Closing,  Buyer shall deliver
to Sellers, unless waived by Sellers, the following:

                                       25
<PAGE>
     16.3.1 The  Assignment  and Bill of Sale  referred  to in  Section  16.2.1,
executed and properly  acknowledged  (with a recorded copy delivered to Ricochet
within 30 days after Buyer records same in the Frio County public records);

     16.3.2 The  adjusted  Purchase  Price  (calculated  as set forth in Section
16.5),  less the Earnest Money  Deposit,  by wire  transfer in  accordance  with
Article 3;

     16.3.3 A Certificate substantially in the form of Exhibit D, executed by an
authorized  representative  of Buyer,  certifying as to the matters specified in
Section 14.1.1.

     16.3.4  Evidence  of  compliance  with  all  requirements,  if any,  of the
Applicable  regulatory  authorities  in the states in which the  Properties  are
located for the posting of plugging or other  applicable  bonds  relating to the
ownership or operation of the Properties; and

     16.3.5  Such  other  instruments  as are  necessary  to carry  out  Buyer's
obligations under this Agreement.

     16.4 Site of Closing.  Closing shall be held in  Ricochet's  offices in San
Antonio,  Texas or any other location  mutually agreed in writing by Sellers and
Buyer.

     16.5 Adjustments to Purchase Price at the Closing.

     16.5.1  At the  Closing,  the  Purchase  Price  shall be  increased  by the
following amounts:

          (i)  the  amount,  as of the  Effective  Time,  of all  prepaid  lease
          obligations  and  prepaid ad valorem,  property  or similar  taxes and
          assessments,  in each case, based upon or measured by ownership of the
          Properties,  insofar as such prepaid  obligations  and taxes relate to
          periods of time after the Effective Time;

          (ii) an amount  equal to all costs and  expenses  (including  rentals,
          royalties, production and severance taxes, capital expenditures, lease
          operating expenses and overhead) paid by Sellers that are attributable
          to the  Properties  and  attributable  to the  period of time from and
          after the Effective Time;

          (iii) the value of all merchantable liquid Hydrocarbons produced prior
          to the  Effective  Time but in storage  above the sales  connection or
          upstream  of the  applicable  sales  meter on the basis of $90.00  per
          barrel (or actual sales price per barrel,  if known) multiplied by the
          amount in storage in barrels as of the Effective Time; and

          (iv) any other amount provided for in this Agreement or agreed upon by
          Buyer and Ricochet.

          16.5.2 At the Closing,  the  Purchase  Price shall be decreased by the
following amounts:

          (i) an amount  equal to all unpaid ad valorem,  property,  production,
          severance and similar taxes and assessments  based upon or measured by
          the ownership of the Properties  that are  attributable  to periods of
          time prior to the Effective  Time,  which amounts shall, to the extent
          not actually assessed, be computed based on such taxes and assessments
          for the  preceding tax year (such amount to be prorated for the period
          of  Sellers'  and  Buyer's  ownership  before and after the  Effective
          Time);

                                       26
<PAGE>
          (ii) an amount  equal to all costs and  expenses  (including  rentals,
          royalties, production and severance taxes, capital expenditures, lease
          operating  expenses and overhead) paid by Buyer that are  attributable
          to the Properties and  attributable to the period of time prior to the
          Effective Time;

          (iii) an  amount  equal to all  revenues  collected  by  Sellers  with
          respect to the Properties and attributable to the period of time after
          the Effective Time;

          (iv) all downward  Purchase Price  adjustments  for Title  Adjustments
          (including  adjustments  for  the  interests  of  non-selling  working
          interests  owners in the  Properties)  determined in  accordance  with
          Section 4.3 herein;

          (v) all downward  Purchase  Price  adjustments as provided in Sections
          3.4 and 3.5 herein; and

          (vi) any other amount provided for in this Agreement or agreed upon by
          Buyer and Ricochet.

                            ARTICLE 17. MISCELLANEOUS

     17.1 Notices. All notices and other communications  required,  permitted or
desired to be given hereunder must be in writing and sent by U.S. mail, properly
addressed as shown below,  and with all postage and other  charges fully prepaid
or by hand  delivery or by facsimile  transmission.  Date of service by mail and
hand  delivery is the date on which such notice is received by the addressee and
by  facsimile  is the date sent (as  evidenced  by fax machine  confirmation  of
receipt),  or if such date is not on a Business Day, then on the next date which
is a Business  Day.  Each party may change its  address by  notifying  the other
party in writing.

     If to Seller                  Ricochet Energy, Inc.
     by mail or hand delivery:     16111 Via Shavano
                                   San Antonio, Texas 78249
                                   Attention: Jerry L. Hamblin, President

     If to Seller                   Ricochet Energy, Inc.
     by facsimile:                 Number: (210) 490-3961
                                   Attention: Jerry L. Hamblin, President

     If to Buyer                   Baron Energy, Inc.
     by mail or hand delivery:     300 S.C.M. Allen Parkway, Suite 400
                                   San Marcos, Texas 78666

     If to Buyer:                  Baron Energy, Inc.
     by facsimile:                 Number: (512) 392-7238
                                   Attention: Ronnie L. Steinocher, President

     With Copy to:                 Gordon D. Dihle, Esq.
                                   Corporate Legal, LLC
                                   12354 E. Caley Ave., Suite 201
                                   Centennial, Colorado 80111
                                   Facsimile:  (303) 974-5587

                                       27
<PAGE>
     17.2  Conveyance  Costs.  Buyer shall be solely  responsible for filing and
recording  documents  related to the transfer of the Properties  from Sellers to
Buyer and for all costs and fees  associated  therewith,  including  filing  the
assignment  of  the  Properties  with  appropriate  federal,   state  and  local
authorities as required by applicable Law. Promptly following Buyer's receipt of
the recorded  documents,  Buyer shall furnish  Ricochet with a copy of each such
document  with all  recording  data shown  thereon and  evidence of all required
filings.

     17.3  Brokers'  Fees.  Neither  party has retained  any brokers,  agents or
finders and none are affiliated with either party or authorized to act on behalf
of either party in this matter. EACH PARTY AGREES TO RELEASE, PROTECT,INDEMNIFY,
DEFEND AND HOLD THE OTHER  HARMLESS  FROM AND  AGAINST  ANY AND  ALLCLAIMS  WITH
RESPECT  TO ANY  COMMISSIONS,  FINDERS'  FEES OR OTHER  REMUNERATION  DUETO  ANY
BROKER, AGENT OR FINDER CLAIMING BY, THROUGH OR UNDER SUCH PARTY.

     17.4 Further Assurances.  From and after Closing, at the request of Sellers
but  without  further  consideration,  Buyer  will  execute  and  deliver or use
reasonable  efforts to cause to be executed and delivered such other instruments
of conveyance  and take such other actions as Sellers  reasonably may request to
more  effectively  put  Sellers  in  possession  of any  property  which was not
intended by the parties to be conveyed to Buyer. From and after Closing,  at the
request of Buyer but without  further  consideration,  Sellers shall execute and
deliver or use  reasonable  efforts to cause to be executed and  delivered  such
other  instruments of conveyance and take such other actions as Buyer reasonably
may request to more  effectively put Buyer in possession of the  Properties.  If
any of the  Properties  are  incorrectly  described,  the  description  shall be
corrected upon proof of the proper description.

     17.5  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.   THE  COVENANTS  AND
AGREEMENTS OF SELLERS AND BUYER TO BE PERFORMED PRIOR TO OR AT THE CLOSING SHALL
TERMINATE  UPON  THE  CLOSING  AND BE OF NO  FURTHER  FORCE  OR  EFFECT.  UNLESS
OTHERWISE  EXPRESSLY  LIMITED  HEREIN,  ALL OTHER  REPRESENTATIONS,  WARRANTIES,
INDEMNITIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT, TO THE EXTENT
NOT FULLY PERFORMED OR WAIVED PRIOR TO CLOSING,  SHALL SURVIVE THE CLOSING.  THE
PARTIES HAVE MADE NO  REPRESENTATIONS  OR WARRANTIES  EXCEPT THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT.

     17.6  Amendments and  Severability.  No amendments or other changes to this
Agreement shall be effective or binding on either of the parties unless the same
shall be in writing and signed by both  Sellers  and Buyer.  The  invalidity  of
anyone or more  provisions  of this  Agreement  shall not affect the validity of
this Agreement as a whole,  and in case of any such  invalidity,  this Agreement
shall be construed as if the invalid provision had not been included herein.

     17.7  Successors and Assigns.  Except as set forth in Section 17.19 herein,
this Agreement  shall not be assigned,  either in whole or in part,  without the
prior express written  consent of the  non-assigning  party.  Assignment of this
Agreement  by either  party shall not relieve the  assigning  party of liability
hereunder in the event of  non-performance  or breach of this  Agreement by such
party's  assignee.  The  terms,  covenants  and  conditions  contained  in  this
Agreement  shall be binding  upon and shall  inure to the benefit of Sellers and
Buyer and their respective successors and assigns, and such terms, covenants and
conditions  shall be covenants  running  with the land and with each  subsequent
transfer or assignment of the Properties.

     17.8  Headings.  The titles and headings set forth in this  Agreement  have
been  included  solely for ease of reference  and shall not be considered in the
interpretation or construction of this Agreement.

                                       28
<PAGE>
     17.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE  STATE OF TEXAS,  EXCLUDING  ANY  CHOICE OF LAW RULES  WHICH MAY
DIRECT THE  APPLICATION  OF THE LAWS OF  ANOTHER  JURISDICTION.  THIS  PROVISION
SURVIVES TERMINATION OF THIS AGREEMENT.

     17.10 No  Partnership  Created.  It is not the purpose or intention of this
Agreement to create (and it shall not be construed as creating) a joint venture,
partnership  or any type of  association,  and the parties are not authorized to
act as agent or  principal  for each  other with  respect to any matter  related
hereto.

     17.11 Public Announcements. Neither the Seller Group nor the Buyer Group(as
defined in Article  8) shall  issue a public  statement  or press  release  with
respect to the transaction  contemplated  herein  (including the price and other
terms) without the prior written consent of the other party,  except as required
by Law or listing  agreement  with a national  security  exchange  and then only
after prior consultation with the other party.

     17.12 No Third Party  Beneficiaries.  Nothing  contained in this  Agreement
shall entitle anyone other than Sellers or Buyer or their authorized  successors
and  assigns  to any  claim,  cause  of  action,  remedy  or  right  of any kind
whatsoever.

     17.13 DECEPTIVE TRADE PRACTICES.  AS PARTIAL  CONSIDERATION FOR THE PARTIES
AGREEING TO ENTER INTO THIS  AGREEMENT,  THE PARTIES  EACH CAN AND DO  EXPRESSLY
WAIVE THE PROVISIONS OF ALL CONSUMER  PROTECTION  LAWS OF THE STATE OF TEXAS, OR
ANY  OTHER  STATE,  APPLICABLE  TO THIS  TRANSACTION  THAT MAY BE  WAIVED BY THE
PARTIES.  IT IS NOT THE INTENT OF THE PARTIES TO WAIVE AND THE PARTIES SHALL NOT
WAIVE ANY  APPLICABLE  LAW OR PROVISION  THEREOF WHICH IS PROHIBITED BY LAW FROM
BEING  WAIVED.  EACH  PARTY  REPRESENTS  TO THE OTHER THAT SUCH PARTY HAS HAD AN
ADEQUATE  OPPORTUNITY TO REVIEW THE PRECEDING  WAIVER  PROVISION,  INCLUDING THE
OPPORTUNITY  TO SUBMIT THE SAME TO LEGAL  COUNSEL  FOR REVIEW AND  COMMENT,  AND
UNDERSTANDS THE RIGHTS BEING WAIVED HEREIN.

     17.14 Tax Deferred Exchange  Election.  Either party may elect to structure
the  conveyance of the  Properties as part of an exchange  under Article 1031 of
the Internal Revenue Code of 1986, as amended.  The parties agree to execute all
documents, conveyances or other instruments necessary to effectuate an exchange.

     17.15 NOT TO BE CONSTRUED  AGAINST  DRAFTER.  THE PARTIES  ACKNOWLEDGE THAT
THEY  HAVE HAD AN  ADEQUATE  OPPORTUNITY  TO  REVIEW  EACH AND  EVERY  PROVISION
CONTAINED IN THIS  AGREEMENT  AND TO SUBMIT THE SAME TO LEGAL COUNSEL FOR REVIEW
AND  COMMENT,  INCLUDING  EXPRESSLY  BUT  WITHOUT  LIMITATION  THE  WAIVERS  AND
INDEMNITIES  IN  ARTICLES  4,  6,  8,  9,  AND 17.  BASED  ON  SAID  REVIEW  AND
CONSULTATION,  THE  PARTIES  AGREE  WITH EACH AND EVERY TERM  CONTAINED  IN THIS
AGREEMENT.  BASED  ON  THE  FOREGOING,  THE  PARTIES  AGREE  THAT  THE  RULE  OF
CONSTRUCTION THAT A CONTRACT BE CONSTRUED AGAINST THE DRAFTER, IF ANY, SHALL NOT
BE APPLIED IN THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT.

     17.16 Entire Agreement.  This Agreement  supersedes all prior negotiations,
understandings,  letters of intent and agreements  (whether oral or written) and
any  contemporaneous  oral  agreements  between  the  parties  relating  to  the
Properties and constitutes the entire  understanding  and agreement  between the
parties with respect to the sale and purchase of the Properties.

                                       29
<PAGE>
     17.17  CONSPICUOUSNESS  OF  PROVISIONS.  THE PARTIES  ACKNOWLEDGE  THAT THE
PROVISIONS  CONTAINED IN THIS  AGREEMENT  THAT ARE SET OUT IN "BOLD" SATISFY THE
REQUIREMENT OF THE EXPRESS  NEGLIGENCE RULE AND ANY OTHER  REQUIREMENT AT LAW OR
IN EQUITY THAT  PROVISIONS  CONTAINED IN A CONTRACT BE  CONSPICUOUSLY  MARKED OR
HIGHLIGHTED.

     17.18  Execution  in  Counterparts.  This  Agreement  may  be  executed  in
counterparts,  which shall when taken together  constitute one valid and binding
agreement.

     17.19  Affiliated  Entity as Buyer  and/or  Operator.  Notwithstanding  any
provisions  herein to the  contrary,  this  Agreement may be assigned to a third
party or joint venture type entity  affiliated with Buyer so identified by Buyer
to Sellers at Buyer's option, upon written notice to Sellers no later than three
(3) Business  Days prior the Closing  Date.  In the event Buyer elects to assign
its rights hereunder to an affiliated  entity Buyer shall provide to Sellers all
pertinent  information  necessary for Sellers to prepare the Assignment and Bill
of Sale to be delivered to and executed by the third party, which Assignment and
Bill of Sale shall be in the form attached hereto as Exhibit N.

     Instead of Buyer  succeeding  Ricochet as operator,  Buyer may designate an
affiliate or affiliates of Buyer to so succeed Ricochet as operator  (references
herein to Buyer in the context of succession as operator  shall be considered to
include such designees.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first set forth above.

                            SELLERS

                            RICOCHET ENERGY, INC.
                            (for itself and on behalf of the Ricochet Parties
                            identified in Addendum I)

                            By:
                               -------------------------------------------------
                               Jerry L. Hamblin, President

                            VAQUILLAS ENERGY EAST PEARSALL, LTD., LLP
                            By:  Vaquillas Energy Management, LLC
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               James D. Walker, Managing Manager

                            VAQUILLAS ENERGY RE-ENTRY, LTD., LLP
                            By:  Vaquillas Energy Management, LLC
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               James D. Walker, Managing Manager

                            JOB ENERGY PARTNERS II, LTD.
                            By:  JOB Energy, LLC
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               James D. Walker, Managing Manager

                                       30
<PAGE>
                            LORD'S ENERGY, LTD.
                            By:  Lord's Energy Management, LLC
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               James D. Walker, Managing Manager

                            HUBBERD-SMITH ENERGY INVESTMENTS, LTD.
                            By:  Hubberd-Smith, LLC
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               Clayborne L. Nettleship, Manager

                            NETTLESHIP ENERGY INVESTMENTS, LTD.
                            By:  Nettleship Enterprises, Inc.
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               Clayborne L. Nettleship, President

                            LAREDO GATEWAY ENERGY, LTD.
                            By:  Gateway Professional Builders, LC
                            Its: General Partner

                            By:
                               -------------------------------------------------
                               Gerardo G. Salinas, Manager

                            BORDEN JENKINS

                            BUYER

                            BARON ENERGY, INC.

                            By:
                               -------------------------------------------------
                               Ronnie L. Steinocher, President and CEO

                                       31
<PAGE>
                                   EXHIBIT "A"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

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.

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

                                       32
<PAGE>
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.

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.

                                       33
<PAGE>
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.

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.

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

*These  interests  include an unleased  53/512 mineral  interest in a 22.95-acre
tract  included  within the  boundaries  of the subject  pooled unit.  Since the
mineral  interest  remains  unleased,  but  the  land  is  included  within  the
boundaries  of the unit with the other  interests in the acreage that are leased
and pooled,  we have  allocated  this  interest  to all of the working  interest
owners in proportion to their  ownership of the working  interest in the balance
of the leases pooled in the subject unit.

*Sien  Energy  Company,  LLC tendered  its  "non-consent"  election to drill the
subject  well,  resulting  in  forfeiture  of its  rights in the well and in the
undeveloped  portions  of the  Leases  and  depths  based  on the  terms  of the
Operation  Agreement  covering this  acreage.  The  non-consenting  6.6% working
interest share has been divided among the other working  interest  owners in the
well  based  on  their  elections  to  acquire  their  pro-rata  shares  of  the
non-consent interest.

                                       34
<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
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

                                       35
<PAGE>
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.

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

MAXWELL PROSPECT

Lease 1: Paid Up Oil and Gas Lease dated  December 22, 2011,  from David Maxwell
and wife, Kelli Maxwell et al., as Lessor, to Ricochet Energy,  Inc., as Lessee,
recorded by  Memorandum  of Paid Up Oil and Gas Lease in Volume  105,  page 918,
Official Public Records, Frio County, Texas, covering 315 acres of land, more or
less, out of the Pablo Ortiz Survey No. 1411, A-530, Frio County, Texas.

Lease 2: Paid Up Oil and Gas Lease dated January 18, 2012, from James E. Deutsch
and wife,  Patricia  Deutsch,  as Lessor,  to Ricochet Energy,  Inc., as Lessee,
recorded by Memorandum  of Oil and Gas Lease in Volume 105,  page 914,  Official
Public Records, Frio County, Texas, covering 372.37 acres of land, more or less,
out of the A.B.&M.  Survey 5, A-29 and the Pablo Ortiz Survey No.  1411,  A-530,
Frio County, Texas.

Lease 3:  Paid Up Oil and Gas  Lease  dated  January  3,  2012,  from  Howard M.
Shelton,  Jr.,  as Lessor,  to Ricochet  Energy,  Inc.,  as Lessee,  recorded by
Memorandum of Paid Up Oil and Gas Lease in Volume 105, page 916, Official Public
Records, Frio County, Texas, covering 100.64 acres of land, more or less, out of
the Pablo Ortiz Survey No. 1411, A-530, Frio County, Texas.

Lease 4: Paid Up Oil and Gas Lease dated March 3, 2012,  from Lida O. Pitts,  as
Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Paid Up
Oil and Gas Lease in Volume 110, page 413, Official Public Records, Frio County,
Texas, covering 50.32 acres of land, more or less, out of the Pablo Ortiz Survey
No. 1411, A-530, Frio County,  Texas, being a part of the same land described in
Lease 3.

Lease 5: Paid Up Oil and Gas Lease dated March 27, 2012, from James Oliver Harle
et al., as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum
of Paid Up Oil and Gas Lease in Volume 111, page 717,  Official  Public Records,
Frio County, Texas, covering 50.32 acres of land, more or less, out of the Pablo
Ortiz Survey No. 1411, A-530, Frio County,  Texas, being a part of the same land
described in Lease 3.

Lease 6: Paid Up Oil and Gas Lease dated January 17, 2012, from William R. Hoyle
and wife, Mona Hoyle, as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded
by  Memorandum  of Paid Up Oil and Gas Lease in Volume 106,  page 130,  Official
Public Records,  Frio County, Texas, covering 18.26 acres of land, more or less,
out of the Pablo Ortiz Survey No. 1411, A-530, Frio County, Texas.

          Wells                                  Sale WI             Sale NRI
          -----                                  -------             --------
None                                            100.000%             75.000%

                                       36
<PAGE>
PETTY PROSPECT

Lease 1: Paid Up Oil and Gas Lease dated April 9, 2012,  from David R. Petty and
wife, Frankie Petty, as Lessor, to Ricochet Energy, Inc., as Lessee, recorded by
Memorandum of Paid Up Oil and Gas Lease in Volume 110, page 781, Official Public
Records, Frio County, Texas, covering 933.51 acres of land, more or less, out of
the A.B.&M.  Survey 5, A-29,  the A.B.&M.  Survey 7, A-30 and the A.B.&M.  (W.T.
Merriwether) Survey 6, A-963, Frio County, Texas.

Lease 2: Paid Up Oil and Gas Lease dated April 11, 2012,  from Janell  McDermand
Trees,  joined pro forma by her husband,  Jerry F. Trees, as Lessor, to Ricochet
Energy, Inc., as Lessee,  recorded by Memorandum of Paid Up Oil and Gas Lease in
Volume 110, page 779,  Official Public  Records,  Frio County,  Texas,  covering
613.32 acres of land,  more or less,  out of the A.B.&M.  Survey 5, A-29 and the
A.B.&M.  Survey  7,  A-30,  Frio  County,  Texas,  being  part of the same  land
described in Lease 1.

Lease 3: Paid Up Oil and Gas Lease dated April 18, 2012,  from Jerry Leon Young,
Jr., as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of
Paid Up Oil and Gas Lease in Volume 113, page 400, Official Public Records, Frio
County,  Texas,  covering 320.19 acres of land, more or less, out of the A.B.&M.
(W.T.  Merriwether) Survey 6, A-963, Frio County,  Texas, being part of the same
land described in Lease 1.

Lease 4: Paid Up Oil and Gas Lease dated April 18,  2012,  from  Patricia  Riley
Hines, as Lessor, to Ricochet Energy, Inc., as Lessee, recorded by Memorandum of
Paid Up Oil and Gas Lease in Volume 112, page 181, Official Public Records, Frio
County,  Texas,  covering 320.19 acres of land, more or less, out of the A.B.&M.
(W.T.  Merriwether) Survey 6, A-963, Frio County,  Texas, being part of the same
land described in Lease 1.

Lease 5: Paid Up Oil and Gas  Lease  dated  April 18,  2012,  from  Peggy  Riley
Franell, as Lessor, to Ricochet Energy, Inc., as Lessee,  recorded by Memorandum
of Paid Up Oil and Gas Lease in Volume 112, page 179,  Official  Public Records,
Frio County,  Texas,  covering  320.19 acres of land,  more or less,  out of the
A.B.&M.  (W.T.  Merriwether) Survey 6, A-963, Frio County,  Texas, being part of
the same land described in Lease 1.

Lease 6: Paid Up Oil and Gas Lease dated  April 18,  2012,  from  Janice  Claire
Palmer, as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum
of Paid Up Oil and Gas Lease in Volume 111, page 713,  Official  Public Records,
Frio County,  Texas,  covering  320.19 acres of land,  more or less,  out of the
A.B.&M.  (W.T.  Merriwether) Survey 6, A-963, Frio County,  Texas, being part of
the same land described in Lease 1.

Lease 7: Paid Up Oil and Gas Lease dated April 18, 2012, from Mary Jo Wainscott,
as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Paid
Up Oil and Gas Lease in Volume 111,  page 715,  Official  Public  Records,  Frio
County,  Texas,  covering 320.19 acres of land, more or less, out of the A.B.&M.
(W.T.  Merriwether) Survey 6, A-963, Frio County,  Texas, being part of the same
land described in Lease 1.

Lease 8: Paid Up Oil and Gas Lease dated August 1, 2012,  from Lucille Watson et
al., as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of
Paid Up Oil and Gas Lease in Volume 119, page 629, Official Public Records, Frio
County,  Texas,  covering 320.19 acres of land, more or less, out of the A.B.&M.
(W.T.  Merriwether) Survey 6, A-963, Frio County,  Texas, being part of the same
land described in Lease 1.

Lease 9: Oil and Gas Lease dated April 16, 2012, from Methodist  Childrens Home,
as Lessor,  to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Oil
and Gas Lease in Volume 111, page 711,  Official  Public  Records,  Frio County,
Texas,  covering  320.19 acres of land,  more or less, out of the A.B.&M.  (W.T.
Merriwether) Survey 6, A-963, Frio County, Texas.

Lease 10: Paid Up Oil and Gas Lease dated May 15, 2012, from Edward Allen Keith,
as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Paid

                                       37
<PAGE>
Up Oil and Gas Lease in Volume 113,  page 500,  Official  Public  Records,  Frio
County,  Texas,  covering 10.105 acres of land, more or less, out of the A.B.&M.
Survey 5, A-29 and the A.B.&M. Survey 7, A-30, Frio County, Texas.

Lease 11: Paid Up Oil and Gas Lease dated May 15, 2012,  from Connie Gail Beane,
as Lessor, to Ricochet Energy,  Inc., as Lessee,  recorded by Memorandum of Paid
Up Oil and Gas Lease in Volume 113,  page 502,  Official  Public  Records,  Frio
County,  Texas,  covering 20.106 acres of land, more or less, out of the A.B.&M.
Survey 5, A-29 and the A.B.&M. Survey 7, A-30, Frio County, Texas.

Lease 12:  Paid Up Oil and Gas Lease  dated May 15,  2012,  from  Sandra  Eileen
Keith, as Lessor, to Ricochet Energy, Inc., as Lessee, recorded by Memorandum of
Paid Up Oil and Gas Lease in Volume 113, page 504, Official Public Records, Frio
County,  Texas,  covering 20.106 acres of land, more or less, out of the A.B.&M.
Survey 5, A-29 and the A.B.&M. Survey 7, A-30, Frio County, Texas.

          Wells                                  Sale WI             Sale NRI
          -----                                  -------             --------
None                                             100.000%             75.000%

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.

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.

                                       38
<PAGE>
          Wells                                  Sale WI             Sale NRI
          -----                                  -------             --------

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

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
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.

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

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 according to the lease and
the rules of the Railroad Commission of Texas.

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

RIGGAN LEASE

Oil and Gas Lease dated August 18, 2010, from James M. Riggan et al., as Lessor,
to Ricochet Energy, Inc., as Lessee, recorded by Memorandum of Oil and Gas Lease
in Volume 79, page 460, Official Public Records,  Frio County,  Texas,  covering
709 acres of land,  more or less,  out of the B.S.&F.  Survey No. 1, A-111,  the

                                       39
<PAGE>
A.B.&M.  Survey No. 9, A-31,  the Mason Maney Survey No.  1-1/2,  A-1452 and the
B.S.&F. Survey No. 3, A-112, Frio County, Texas.

          Wells                                  Sale WI             Sale NRI
          -----                                  -------             --------
Ricochet - Riggan No. 1H Well                    100.000%             75.000%
(API #42-163-33573 / RRC ID #_______)
Ricochet - Riggan No. 2H Well                    100.000%             75.000%
(API #42-163-33593 / RRC ID #_______)

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,
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

                                       40
<PAGE>
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.

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.

          Wells                                  Sale WI             Sale 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.

          Wells                                  Sale WI             Sale 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)



                                      [END]

                                       41
<PAGE>
                                   EXHIBIT "C"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

                           ASSIGNMENT AND BILL OF SALE

THE STATE OF TEXAS     )
                       : ss.
COUNTY OF FRIO         )

This Assignment and Bill of Sale,  effective as of , 2014 ("Effective Date"), is
by and between RICOCHET ENERGY,  INC., a Texas corporation,  RICOCHET INTERESTS,
LTD., a Texas limited partnership,  MAIER ENERGY INTERESTS,  LP, a Texas limited
partnership,  G4S ENERGY, LTD., a Texas limited partnership, CRG ENERGY, Ltd., a
Texas  limited  partnership,  DCPMD ENERGY,  LTD., a Texas limited  partnership,
STRICKER ENERGY,  LTD., a Texas limited  partnership,  JRODS ENERGY INVESTMENTS,
LTD., a Texas  limited  partnership,  TRIPLE (H) ENERGY,  LTD., a Texas  limited
partnership, MARVELL ENERGY, LTD., a Texas limited partnership, VAQUILLAS ENERGY
EAST PEARSALL,  LTD., a Texas limited  partnership,  VAQUILLAS  ENERGY  RE-ENTRY
LTD., LLP, a Texas limited partnership,  JOB ENERGY PARTNERS,  II, LTD., a Texas
limited   partnership,   LORD'S  ENERGY,  LTD.,  a  Texas  limited  partnership,
HUBBERD-SMITH ENERGY INVESTMENTS, LTD., a Texas limited partnership,  NETTLESHIP
ENERGY INVESTMENTS,  LTD., a Texas limited  partnership,  LAREDO GATEWAY ENERGY,
LTD.,  a  Texas  limited   partnership,   and  BORDEN  JENKINS,   an  individual
(collectively  the "Assignors",  and each  individually an "Assignor") and BARON
ENERGY, INC., a Nevada corporation,  whose address is 300 S. C.M. Allen Parkway,
Suite 400, San Marcos, TX 78666, hereinafter referred to as "Assignee."

                                   WITNESSETH:

       For Ten Dollars ($10.00) and other good and valuable  consideration,  the
receipt and adequacy of which are hereby  acknowledged,  Assignors hereby grant,
sell,  convey,  assign and transfer to Assignee,  effective as of the  Effective
Date and subject to the matters set forth herein, the following:

       (a) All of  Assignors'  right,  title  and  interest  in, to and under or
derived  from  the oil and gas  leasehold  interests,  record  title  interests,
operating  rights  interests,  fee interests,  mineral  interests and overriding
royalty interests described on Exhibit A (collectively, the "Leases");

       (b) All of  Assignors'  right,  title and  interest in and to, or derived
from, all of the presently existing and valid unitization and pooling agreements
and units  (including  all units formed by voluntary  agreement and those formed
under the rules, regulations,  orders or other official acts of any governmental
entity having appropriate  jurisdiction) to the extent they relate to any of the
interests which are expressly described on Exhibit A;

       (c) All of  Assignors'  right,  title and interest in and to all oil, gas
and   associated   liquid   and   gaseous   hydrocarbons   (collectively,    the
"Hydrocarbons")  produced from or  attributable  to  Assignors'  interest in the
Leases and attributable to the period from and after the Effective Date;

       (d) All of  Assignors'  right,  title and  interest in and to, or derived
from, all of the presently  existing and valid oil sales contracts,  casing head
gas  sales  contracts,  gas sales  contracts,  processing  contracts,  gathering
contracts,  transportation  contracts,  easements,  rights-of-way,   servitudes,
surface leases and other contracts  (including the Material  Contracts),  to the
extent  the same are  assignable  and relate to any of the  interests  which are
expressly described on Exhibit A;

                                       42
<PAGE>
       (e) All of  Assignors'  right,  title and interest in and to all personal
property and improvements  (collectively,  the  "Equipment"),  including without
limitation, wells (whether producing, plugged and abandoned, shut-in, injection,
disposal or water  supply),  tanks,  boilers,  platforms,  buildings,  fixtures,
machinery,  equipment,  pipelines,  utility lines, power lines, telephone lines,
telegraph  lines and other  appurtenances  located  on, in,  under and about the
Leases,  to the  extent the same are  situated  upon and used or held for use by
Assignors  solely in connection with the ownership,  operation,  maintenance and
repair of the interests  which are expressly  described on Exhibit A, subject to
the reservations stated below;

       (f) All of Assignors'  Records to the extent the same are  assignable and
relate to any of the interests which are expressly described on Exhibit A;

       (g) All franchises,  licenses, permits, approvals, consents, certificates
and other  authorizations  and other rights granted by governmental  authorities
and all certificates of convenience or necessity, immunities, privileges, grants
and other rights that relate to the  Properties or the ownership or operation of
any thereof, to the extent the same are assignable (the "Permits"); and

       (h) All (i) accounts,  instruments and general intangibles (as such terms
are  defined  in the  Uniform  Commercial  Code of  Texas)  attributable  to the
Properties  with respect to any period of time on or after the  Effective  Date,
and (ii) liens and security  interests in favor of Assignors,  whether choate or
inchoate,  under  any  law,  rule or  regulation  or under  any of the  Material
Contracts (a) arising from the ownership, operation or sale or other disposition
of  Hydrocarbons  on or after the Effective Date of any of the Properties or (b)
arising in favor of Assignors  whether by contract or statute as the operator or
non-operator of certain of the Properties.

       All of the foregoing property and contract rights,  titles, and interests
described above are hereinafter  collectively called the "PURCHASED PROPERTIES."
Any  capitalized  terms used herein and not otherwise  defined herein shall have
the meaning  attributed to such terms in the Purchase and Sale  Agreement  dated
May  29,  2014  by and  between  Assignors  and  Assignee.  Notwithstanding  the
foregoing, third-parties may rely on the terms of this Assignment alone to grant
title to the Purchased Properties to the Assignee.

       TO HAVE AND TO HOLD the said  Purchased  Properties  unto  Assignee,  its
successors  and  assigns,  forever  subject  to  the  terms,  reservations,  and
conditions contained herein.

       All of the Purchased Properties,  whether real or personal,  are conveyed
subject to a Special Warranty of Title,  that the Purchased  Properties are free
and clear of and from any lien, claim,  mortgage, or other encumbrance,  whether
similar or dissimilar,  by any person claiming by, through,  or under Assignors,
and not otherwise.

       Assignors also hereby grant and transfer to Assignee,  its successors and
assigns,  the benefit of the right to enforce the covenants and  warranties,  if
any,  which  Assignors  are entitled to enforce  with  respect to the  Purchased
Properties against Assignors' predecessors in title.

       By  acceptance  of this  Assignment,  on and  after the  Effective  Date,
Assignee  assumes and agrees to pay,  perform,  and  discharge all of Assignors'
responsibilities,  liabilities,  and  obligations  related to the  environmental
condition of the Purchased Properties.

                                       43
<PAGE>
       Assignee  hereby assumes and agrees to perform all duties and obligations
of the Assignors,  present,  past,  and future,  applicable to the operations or
prescribed in the leases and all  contracts,  including the Material  Contracts,
covered hereby.

       Assignee agrees to defend,  indemnify,  and hold harmless  Assignors from
and against all losses, costs, claims, demands,  suits, liability,  and expenses
with  respect  to the  Purchased  Properties  which  arise  out of or  relate to
Assignee's ownership and/or operation of such properties, or which in any manner
relates to the condition of the premises and equipment  with regard to any event
or occurrence occurring after the Effective Date.

       This Assignment may be executed in  counterparts,  which shall when taken
together  constitute one valid and binding  agreement.  If  counterparts of this
Assignment are executed,  the signature pages and  acknowledgments  from various
counterparts may be combined into one composite instrument for all purposes.

       IN WITNESS  WHEREOF,  this  Assignment  is executed by the parties on the
date of their respective  acknowledgments  below, but shall be effective for all
purposes as of the Effective Date.

                                  ASSIGNORS

Ricochet Energy, Inc.                     Ricochet Interests, Ltd.
                                          By: Ricochet Management, LLC,
                                              General Partner

--------------------------------------    --------------------------------------
By: Jerry L. Hamblin, President           By:  Jerry L. Hamblin, Manager

Maier Energy Interests, LP                G4S Energy, Ltd.
By: Maier Energy Management LLC,          By: Regallaw, LLC, General Partner
    General Partner

--------------------------------------    --------------------------------------
By:  Christopher S. Maier, Manager        By:  Ray Gallaway, Jr., Manager

DCPMD Energy, Ltd.                        CRG Energy, Ltd.
By:  DCPMD Energy Management, LLC,        By: CRG Energy Management, LLC,
     General Partner                          General Partner

--------------------------------------    --------------------------------------
By: Dallas R. Plattner, Manager           By: Lisa R. Garcia, Manager

JRODS Energy Investments, Ltd.            Stricker Energy, Ltd.
By: JRODS Energy Management, LLC,         By: Stricker EMC, LLC, General Partner
    General Partner

--------------------------------------    --------------------------------------
By: J.R. Rodriguez, Manager               By: Roy L. Stricker, Manager

                                       44
<PAGE>
Triple (H) Energy, Ltd.                   MarVell Energy, Ltd.
By: 3H Family Interests, LLC,             By: MarVell Management, LLC,
    General Partner                           General Partner

--------------------------------------    --------------------------------------
By: Jerry L. Hamblin, Manager             By: Jerry L. Hamblin, Manager

Vaquillas Energy East Pearsall,
Ltd., LLP                                 Vaquillas Energy Re-Entry Ltd., LLP
By:  Vaquillas Energy Management, LLC     By:  Vaquillas Energy Management, LLC
Its: General Partner                      Its: General Partner

--------------------------------------    --------------------------------------
By: James D. Walker, Managing Member      By: James D. Walker, Managing Member

JOB Energy Partners II, Ltd.              Lord's Energy, Ltd.
By: JOB Energy, LLC, General Partner      By: Lord's Energy Management, LLC
                                              General Partner

--------------------------------------    --------------------------------------
By: James D. Walker, Managing Member      By: James D. Walker, Managing Member

Hubberd-Smith Energy Investments, Ltd.    Nettleship Energy Interests, Ltd.
By: Hubberd-Smith, LLC,                   By: Nettleship Enterprises, Inc.
    General Partner                           General Partner

--------------------------------------    --------------------------------------
By: Clayborne L. Nettleship, Manager      By: Clayborne L. Nettleship, President

Laredo Gateway Energy, Ltd.
By: Gateway Professional Builders, LC
    General Partner

--------------------------------------    --------------------------------------
By: Gerardo G. Salinas, Manager           Borden Jenkins


                                  ASSIGNEE

                                         Baron Energy, Inc.

Date:                                    By:
     ---------------------------------   --------------------------------------
                                         Ronnie L. Steinocher, President and CEO

                                       45
<PAGE>

      [Acknowledgments and Exhibit A to be included on Execution Original.]



                                       46
<PAGE>
                                   EXHIBIT "D"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

FORM OF SELLER'S CERTIFICATE

                           SELLER'S CERTIFICATE

     Reference is made to that certain  Purchase and Sale Agreement  dated as of
May ___, 2014 (the "PSA"),  by and between  _________________,  a  _____________
("Seller"),  the other parties  named  therein as  "Sellers",  and Baron Energy,
Inc., a Nevada  corporation  ("Buyer").  Capitalized  terms used but not defined
herein shall have the respective meanings assigned to such terms in the PSA.

     I,  __________________,  do hereby  certify  that I am the duly elected and
acting  _________________  of Seller and, in such capacity, I further certify on
behalf of Seller to Buyer that:

     All  representations and warranties of Seller contained in the PSA are true
and correct in all material  respects at and as of the Closing as though made at
and as of such time.

     IN WITNESS  WHEREOF,  Seller has caused this  certificate to be executed on
its behalf by the undersigned as of , 2014.

[COMPANY NAME]

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



                                      [END]

                                       47
<PAGE>
                                   EXHIBIT "E"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

FORM OF NON-FOREIGN AFFIDAVIT

                              NON-FOREIGN AFFIDAVIT
                      Exemption from Withholding of Tax For
                  Dispositions of U. S. Real Property Interests

Section 1445 of the Internal  Revenue Code  provides that a transferee of a U.S.
real property  interest must withhold tax if the transferor is a foreign person.
To inform Baron Energy,  Inc. that  withholding  of tax is not required upon the
disposition  of a  U.S.  real  property  interest  by  ___________________,  the
undersigned hereby certifies the following:

     (1)  The  undersigned  is not a  nonresident  alien,  foreign  corporation,
          foreign partnership,  foreign trust, or foreign estate for purposes of
          U. S. income taxation;

     (2)  The taxpayer identifying number for ___________ is ____________;

     (3)  The home office address of the undersigned is _____________________.

The  undersigned  understands  that this  certification  may be disclosed to the
Internal  Revenue  Service by Baron  Energy,  Inc. and that any false  statement
contained herein could be punished by fine, imprisonment, or both.

Under  penalties of perjury,  I declare that I have examined this  certification
and, to the best of my knowledge and belief, it is true, correct,  and complete,
and I further declare I have authority to sign this document.

DATED this _________ day of ____________, 2014.

[COMPANY NAME]


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


                                      [END]

                                       48
<PAGE>
                                   EXHIBIT "F"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

LIST OF MATERIAL CONTRACTS

EAST PEARSALL (STEWART) PROSPECT

Participation  Agreement (East Pearsall  Prospect)  dated effective  January 15,
2010,  between  Ricochet Energy,  Inc., as Operator,  and Sien Energy Company et
al., as  Participants,  together with Joint Operating  Agreement dated effective
January 15, 2010 attached thereto, unrecorded.

Participation  Agreement  (East Pearsall  Prospect) dated effective May 1, 2010,
between Ricochet Energy, Inc., as Operator, and Ricochet Interests, Ltd. et al.,
as Participants, unrecorded.

Letter Agreement dated February 24, 2011,  between  Ricochet  Energy,  Inc., and
Borden  Jenkins,  unrecorded,  setting  forth  certain  agreements  to  purchase
interests in the East Pearsall Prospect Leases from Borden Jenkins.

Letter  Agreements dated June 1, 2012,  between Ricochet Energy,  Inc., and Sien
Energy  Company,  LLC and  Mark  Thompson,  unrecorded,  setting  forth  certain
agreements to purchase  certain  interests in the East Pearsall  Prospect Leases
from Sien Energy Company, LLC and Mark Thompson.

Eastex Crude Company  Contract No. 4900, as amended  (currently  Amendment #18),
dated March 26, 2010, between Eastex Crude Company,  and Ricochet Energy,  Inc.,
setting  forth  the terms for  sales of crude  oil from  wells  located  in Frio
County.

Base  Contract for Sale and Purchase of Natural Gas,  undated,  between  Faraday
Pipeline Co., as purchaser, and Ricochet Energy, Inc., as seller, unrecorded.

BREAZEALE PROSPECT (NEAL TRUST UNIT)

Participation  Agreement  (Breazeale  Prospect) dated effective  August 1, 2012,
between Ricochet Energy, Inc., as Operator, and Ricochet Interests, Ltd. et al.,
as Participants,  together with Joint Operating Agreement dated effective August
1, 2012 attached thereto, unrecorded.

MAXWELL PROSPECT

Letter  Agreements dated January 24, 2012,  between  Ricochet  Energy,  Inc. and
Vaquillas Energy, Ltd., JOB Energy II, Ltd., Lord's Energy, Ltd.,  Hubberd-Smith
Energy Investments,  Ltd., Nettleship Energy Interests,  Ltd. and Laredo Gateway
Energy, Ltd., setting forth elections to participate in drilling and development
activities on the referenced prospect area.

PETTY PROSPECT

Letter  Agreements  dated April 16,  2012,  between  Ricochet  Energy,  Inc. and
Vaquillas Energy, Ltd., JOB Energy II, Ltd., Lord's Energy, Ltd.,  Hubberd-Smith
Energy Investments,  Ltd., Nettleship Energy Interests,  Ltd. and Laredo Gateway
Energy, Ltd., setting forth elections to participate in drilling and development
activities on the referenced prospect area.

                                       49
<PAGE>
FRIO AUSTIN CHALK PROSPECT
(CULPEPPER, 3C, KOTZEBUE AND RIGGAN)

Participation  Agreement  (Frio Austin Chalk  Prospect)  dated effective June 1,
2011, between Ricochet Energy, Inc., as Operator,  and Ricochet Interests,  Ltd.
et al., as Participants, together with Joint Operating Agreement dated effective
June 1, 2011 attached thereto, unrecorded.

Agreement dated April 21, 2010,  between Sien Energy Company,  Ricochet  Energy,
Inc. and Goodrich Petroleum Company,  L.L.C.,  regarding the sale and conveyance
of certain rights below the top of the Eagleford formation to Goodrich Petroleum
in the "Culpepper" Leases listed therein, unrecorded.

EXPRESS RE-ENTRY PROSPECTS
(CANTU-HENDERSON UNIT AND HARRIS LEASE)

Participation  Agreement  (Express Re-entry  Prospects) dated effective July 15,
2009,  between Ricochet Energy,  Inc., as Operator,  and Express Oil & Gas, Mark
Pinson and Rustic Oil & Gas, L.L.C., covering the Cantu/Henderson Leases and the
Harris Lease in Frio County, unrecorded.

Operating  Agreement  dated July 15, 2009,  between  Ricochet  Energy,  Inc., as
Operator,  and Express Oil & Gas, as  non-operator,  recorded by  Memorandum  of
Operating  Agreement and Financing  Statement  dated effective July 15, 2009, in
Volume  63,  page 442,  Official  Records,  Frio  County,  Texas,  covering  the
Cantu/Henderson Lease Prospect.

Operating  Agreement  dated July 15, 2009,  between  Ricochet  Energy,  Inc., as
Operator,  and Express Oil & Gas and Rustic Oil & Gas, L.L.C., as non-operators,
recorded by Memorandum of Operating  Agreement  and  Financing  Statement  dated
effective July 15, 2009, in Volume 63, page 435, Official Records,  Frio County,
Texas, covering the Harris Lease (Re-entry) Prospect.

Participation  Agreement  (Express Re-entry  Prospects) dated effective November
10, 2009, between Ricochet Energy,  Inc., as Operator,  and Ricochet  Interests,
Ltd. et al, as Participants,  covering the Cantu/Henderson Leases and the Harris
Lease in Frio County, unrecorded.

Gas Sales and Purchase  Agreement  dated December 1, 2010,  between Frio LaSalle
Pipeline,  LLC,  and  Ricochet  Energy,  Inc.,  regarding  sales of gas from the
Cantu-Henderson No. 1H well in Frio County.

Salt Water Disposal Agreement dated effective  September 1, 2012, between Manuel
Cantu Family Trust, as Owner, and Ricochet Energy, Inc., as Operator,  regarding
disposal of salt water from the Cantu-Henderson No. 1H Well into the wellbore of
the former Cantu No. 1 Well, unrecorded.


                                      [END]

                                       50
<PAGE>
                                   EXHIBIT "G"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

LITIGATION AND CLAIMS

JOB Energy Partners II, Ltd. (a Texas limited partnership) expressly reserves to
itself, its successors and assigns, and does not bargain, assign, transfer, sell
or convey any rights or  interests  it has  individually  and as assignee of JOB
Energy Partners, Ltd. (a Texas limited partnership) in the following:

     1.   claims against Thomas A. Lamont,  Rosendo A. Carranco,  L.O.G.  Energy
          Development,  Ltd.  (a Texas  limited  partnership),  and  Montecristo
          Energy  Development  II, Ltd. (a Texas limited  partnership)  made the
          basis of that certain lawsuit styled Vaquillas  Energy,  Ltd., et al.,
          vs. Thomas A. Lamont, et al., Cause No. 2008-CVF-00353-D1, in the 49th
          District  Court of Webb  County,  Texas,  affirmed by the 4th Court of
          Appeals in San Antonio,  and which is currently on appeal at the Texas
          Supreme Court;
     2.   that certain Final  Judgment in favor of JOB Energy  Partners II, Ltd.
          individually  and as  assignee  of JOB Energy  Partners,  Ltd. in that
          certain lawsuit styled Vaquillas  Energy,  Ltd., et al., vs. Thomas A.
          Lamont,  et al.,  Cause No.  2008-CVF-00353-D1,  in the 49th  District
          Court of Webb County, Texas; and
     3.   all right,  title,  and  interest  under that  certain  Agreement  for
          Transfer of Prospect to Explore  and  Develop  Oil,  Gas,  and Related
          Hydrocarbons  entered  into as of October 19, 2006  between JOB Energy
          Partners Ltd. and JOB Energy Partners II, Ltd.

Ricochet Energy,  Inc. (a Texas  corporation)  expressly reserves to itself, its
successors and assigns, and does not bargain,  assign,  transfer, sell or convey
any rights or interests it has in the following:

     1.   claims or  counterclaims  against  Thomas  A.  Lamont,  L.O.G.  Energy
          Development, Ltd., L.O.G. Energy Management, LLC, Rosendo A. Carranco,
          Montecristo Energy II, Ltd. and Montecristo Management II, LLC in that
          certain  lawsuit styled Thomas A. Lamont et al., vs. Jerry L. Hamblin,
          et al., Cause No.  2008-CVF-000665-D2,  in the 111th District Court of
          Webb  County,  Texas,  reversed in part by the 4th Court of Appeals in
          San Antonio.


                                      [END]


                                       51
<PAGE>
                                    EXHIBIT H
           Attached to Purchase and Sale Agreement dated May 29, 2014
           between Ricochet Energy, Inc. et al. and Baron Energy, Inc.




                                       52
<PAGE>
                                   EXHIBIT "I"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

GAS IMBALANCES

NONE


                                      [END]


                                       53
<PAGE>
                                   EXHIBIT "J"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

CONSENTS AND PREFERENTIAL RIGHTS

EAST PEARSALL (STEWART) PROSPECT

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.
     *    Consent to  assignment  required  (Section 8), not to be  unreasonably
          withheld.

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.
     *    Consent to assignment required (Section 7).

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.
     *    Assignment  is not  effective  until Lessor is  furnished  with a copy
          (Section 23).

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.
     *    Assignment  is not  effective  until Lessor is  furnished  with a copy
          (Section 23).

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.
     *    Assignment  is not binding on Lessor until Lessor is furnished  with a
          copy (Section 9.0).

BREAZEALE PROSPECT (NEAL TRUST UNIT)

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.
     *    Consent to  assignment  required  (Section 8), not to be  unreasonably
          withheld or delayed.

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.
     *    Consent to assignment  required  (Section 6), for any  assignments  of
          operating rights.

MAXWELL PROSPECT

None

PETTY PROSPECT

None

                                       54
<PAGE>
FRIO AUSTIN CHALK PROSPECT
     CULPEPPER & 3C LEASES

None

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.

*    Consent  to  assignment  required  (Section  XI),  not  to be  unreasonably
     withheld or delayed,  and no assignment  shall be binding on lessor until a
     recorded copy is delivered to lessor.

RIGGAN LEASE

Oil and Gas Lease dated August 18, 2010, from James M. Riggan et al., as Lessor,
to Ricochet Energy, Inc., as Lessee, recorded by Memorandum of Oil and Gas Lease
in Volume 79, page 460, Official Public Records, Frio County, Texas.

*    Consent to assignment  required  (Section  XV.(a)),  not to be unreasonably
     withheld or delayed,  and no assignment  will be effective  until a copy is
     delivered to lessor.

EXPRESS RE-ENTRY PROSPECTS
(CANTU-HENDERSON UNIT AND HARRIS LEASE)

Salt Water Disposal Agreement dated effective  September 1, 2012, between Manuel
Cantu Family Trust, as Owner, and Ricochet Energy, Inc., as Operator,  regarding
disposal of salt water from the Cantu-Henderson No. 1H Well into the wellbore of
the former Cantu No. 1 Well, unrecorded.

*    This agreement shall not be assigned  without first obtaining prior written
     consent (Section 17) from the Owner.


                                      [END]


                                       55
<PAGE>
                                   EXHIBIT "K"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

VIOLATIONS OF LAWS

None


                                      [END]


                                       56
<PAGE>
                                   EXHIBIT "L"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

PRODUCTION SALES MATTERS

NONE


                                      [END]



                                       57
<PAGE>
                                   EXHIBIT "M"
          (Attached to Purchase and Sale Agreement dated May 29, 2014,
          between Ricochet Energy, Inc. et al. and Baron Energy, Inc.)

CAPITAL COMMITMENTS

NONE



                                      [END]



                                       58
<PAGE>
                                   ADDENDUM I

Identification of the Ricochet Parties

Ricochet Interests, Ltd., a Texas limited partnership

Maier Energy Interests, LP, a Texas limited partnership

G4S Energy, Ltd., a Texas limited partnership

CRG Energy, Ltd., a Texas limited partnership

DCPMD Energy, Ltd., a Texas limited partnership

Stricker Energy, Ltd., a Texas limited partnership

JRODS Energy Investments, Ltd., a Texas limited partnership

Triple (H) Energy, Ltd., a Texas limited partnership

MarVell Energy, Ltd., a Texas limited partnership

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