Exhibit 10(a)


          AGREEMENT FOR PURCHASE AND SALE

             dated September 19, 2000

                  by and between

            APACHE CANYON GAS, L.L.C.,
           a Delaware limited liability
                      company

                     as Seller

                        and

             EVERGREEN RESOURCES, INC.
              a Colorado corporation

                     as Buyer

                    (Lorencito)




EXECUTION VERSION



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                       TABLE OF CONTENTS

                                                       Page

ARTICLE I - DEFINITIONS                                   1

ARTICLE II - SALE AND PURCHASE                            6

ARTICLE III - PURCHASE PRICE AND PAYMENT                  7

ARTICLE IV - SELLER'S REPRESENTATIONS                     8

ARTICLE V - BUYER'S REPRESENTATIONS                      10

ARTICLE VI - ACCESS TO INFORMATION AND INSPECTION        12

ARTICLE VII - TITLE                                      12

ARTICLE  VIII  -  PREFERENTIAL  PURCHASE  RIGHTS  AND    14
CONSENTS

ARTICLE IX - COVENANTS OF SELLER                         14

ARTICLE X - CLOSING CONDITIONS                           16

ARTICLE XI - CLOSING                                     17

ARTICLE XII - EFFECT OF CLOSING                          18

ARTICLE XIII - SETTLEMENT OF PRORATIONS                  21

ARTICLE XIV - ENVIRONMENTAL                              21

ARTICLE XV - MISCELLANEOUS                               24


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EXHIBITS

A   Net Revenue and Working Interests in Subject Interests

A-1 Seller's Subject Interests

A-2 Ownership Interest

B   Purchase Price Allocation

C   Assignment, Bill of Sale and Conveyance

D   Excluded Assets

E   Material Contracts

F   Advance Payments and Prepayments

G   Oil and Gas Purchase and Processing Agreements

H   Permitted Encumbrances / Contracts with affiliates

I   Preferential Rights and Consents

J   Litigation and Claims

K   There is no Exhibit K

L   There is no Exhibit L

M   Gas Balancing Statements




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                AGREEMENT FOR PURCHASE AND SALE

     THIS  AGREEMENT dated as of the 19th day of September, 2000,
between  Apache Canyon Gas, L.L.C., a Delaware limited  liability
company  ("Seller"), and Evergreen Resources,  Inc.,  a  Colorado
corporation (herein referred to as "Buyer").

                      W I T N E S S E T H:

     WHEREAS,  Seller  owns  certain  real  estate  oil  and  gas
leasehold and mineral interests and related equipment situated in
the  State  of Colorado along with an interest in an LLC  holding
similar  interests, all of which it holds in connection with  its
business of petroleum exploration and production; and

     WHEREAS, Seller desires to sell and Buyer desires to acquire
these  interests and related assets on the terms  and  conditions
hereinafter provided;

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements  hereinafter set forth, the parties  hereby  agree  as
follows:

                           ARTICLE I
                          DEFINITIONS

The  following  terms, as used herein, shall have  the  following
meanings:

     1.1   "Agreement" means this Agreement for Purchase and Sale
between Seller and Buyer.

     1.2   "Assets"  means  the following  described  assets  and
properties (except to the extent constituting Excluded Assets):

          (a)   "Real  Property  Assets"  which  consist  of  the
following:

               (1)  the Subject Interests;

               (2)  the Lands;

               (3)  the Incidental Rights;

               (4)  the Claims; and

               (5)  all    Hydrocarbons    produced    from    or
                    attributable  to the Subject  Interests  with
                    respect  to  all  periods subsequent  to  the
                    Effective  Time, together with  all  proceeds
                    from or of such Hydrocarbons.

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          (b)  The Ownership Interest.

          (c)   In the event a preferential right to purchase  is
exercised  with regard to any part of the Assets, the  definition
of  "Assets"  herein shall be amended to exclude such  properties
for which the preferential right has been exercised.

     1.3   "Assumed  Obligations" means (i) all  liabilities  and
obligations  of  Seller  with respect to  the  Claims,  (ii)  all
liabilities  and obligations of Seller arising or accruing  under
or  with respect to the Assets from and after the Effective Time,
(iii)  all liabilities and obligations of Seller, whether accrued
or  not,  with  respect  to plugging and  abandoning  any  wells,
removing  structures and facilities and the  restoration  of  the
surface  pertaining  to  the Assets, (iv)  a  pro-rata  share  of
Property  Taxes with respect to the Assets for the Tax Period  in
which  Closing occurs and all Transfer Taxes, (v) all liabilities
and  obligations  of  Seller arising or accruing  under  or  with
respect  to  the  Oil and Gas Purchase and Processing  Agreements
from  and  after  the  Effective Time, (vi) all  liabilities  and
obligations  under  the  Basic  Documents  from  and  after   the
Effective  Time except to the extent that a particular obligation
is  otherwise expressly retained by Seller hereunder,  and  (vii)
all other liabilities and obligations assumed by Buyer under this
Agreement,   including  but  not  limited  to   liabilities   and
obligations assumed by Buyer under Article XIV.

     1.4    "Basic   Documents"  means  all  Material  Contracts,
agreements,  and other legally binding rights and obligations  to
which the Assets may be subject, or that may relate to the Assets
including, without limitation, leases, assignments in  the  chain
of  title,  overriding  royalty assignments, farmout  and  farmin
agreements,    option   agreements,   pooling   and   unitization
agreements, operating agreements. production sales and  marketing
agreements,  processing  agreements,  transportation  agreements,
production purchasing agreements, permits, licenses and orders.

     1.5  "Buyer's Credits"  is defined in Section 3.2.

     1.6   "Claims"  means  all  obligations  and  benefits  with
respect to gas production, pipeline, transportation or processing
imbalances, all of which are to be assumed or received  by  Buyer
pursuant to this Agreement.

     1.7  "Closing" is defined in Section 11.1.

     1.8  "Closing Date" is defined in Section 11.1.

     1.9   "Conveyance"  mean the Assignment, Bill  of  Sale  and
Conveyance of the Real Property Assets a form of which is set out
in EXHIBIT C.

     1.10  "Defensible  Title"  means such  title  to  a  Subject
Interest  that, subject to and except for Permitted Encumbrances,
(a)  entitles  Seller to receive not less than  the  net  revenue
interest of Seller for the well or unit as set forth in EXHIBIT A
of   all  Hydrocarbons  produced,  saved  and  marketed  from  or
attributable  to  such well or unit and (b) obligates  Seller  to
bear   the  costs  and  expenses  relating  to  the  maintenance,
development and operation of such well or unit in an  amount  not
greater

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than the working interest of Seller for such well or unit as  set
forth  in EXHIBIT A (unless Seller's net revenue interest therein
is  proportionately  increased)  it  being  understood  that  the
existence of Permitted Encumbrances affecting any Asset shall not
form  the  basis for a claim that Seller does not have Defensible
Title to such Asset.

     1.11  "Effective Time" means either: (i) 7:00 a.m.  Mountain
Time on September 1, 2000 if the Closing Date occurs on or before
September  22, 2000; or (ii) 7:00 a.m. Mountain Time on September
30, 2000 if the Closing Date is after September 22, 2000.

     1.12. "Excluded Assets"  mean the following:

          (a)   all  rights, interests, assets and properties  of
Seller  which are expressly excluded from this sale  under  other
provisions of this Agreement or which are set forth in EXHIBIT D;

          (b)    (i)   except  to  the  extent  constituting   or
attributable  to Claims, all trade credits, accounts  receivable,
notes  receivable and other receivables attributable to  Seller's
interest  in the Assets with respect to any period of time  prior
to  the  Effective Time, and (ii) all deposits, cash,  checks  in
process of collection, cash equivalents and funds attributable to
Seller's  interest in the Assets with respect to  any  period  of
time prior to the Effective Time;

          (c)   all  corporate, financial, tax and  legal  (other
than  title) records of Seller, however, Buyer shall be  entitled
to  receive  copies  of any financial, tax  (subject  to  Section
12.2(d) of this Agreement) or legal records which directly relate
to  the Subject Interests or to the Ownership Interest; provided,
however,  that Buyer's said entitlement shall not extend  to  any
records whose disclosure may expose Seller to any possible  claim
of  breach of privilege or confidentiality under any agreement or
under federal or state laws;

          (d)   except  to  the  extent constituting  Claims  and
except  as  otherwise provided in this Agreement, all claims  and
causes  of  action of Seller (i) arising from acts, omissions  or
events, or damage to or destruction of property, occurring  prior
to  the  Effective  Time, or (ii) with  respect  to  any  of  the
Excluded Assets;

          (e)  except as otherwise provided in clause (vi) of the
definition  of  Incidental Rights or in Article  XV  hereof,  all
rights,  titles,  claims and interests of Seller  (i)  under  any
policy  or  agreement of insurance or indemnity, (ii)  under  any
bond  or  (iii)  to  any  insurance or condemnation  proceeds  or
awards;

          (f)  all (i) Hydrocarbons produced from or attributable
to  the Assets with respect to all periods prior to the Effective
Time,  together  with all proceeds from or of such  Hydrocarbons,
and (ii) Hydrocarbons which, at the Effective Time, are owned  by
Seller  or  to which Seller has title and are in storage,  within
processing plants, or in pipelines;

          (g)   Seller's share of any and all claims, as well  as
Seller's  claims,  for  refund of or  loss  carry  forwards  with
respect  to  (i)  federal, state and local,  sales  and  use,  ad
valorem, property, excise, production, severance, gross receipts,
payroll, withholding or other taxes attributable to any

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period prior to the Effective Time; (ii) federal, state and local
income or franchise taxes; or (iii) any taxes attributable to the
Excluded Assets;

          (h)    all   amounts  due  or  payable  to  Seller   as
adjustments  or  refunds under any audit  pertaining  to  periods
prior to the Effective Time;

          (i)    all   amounts  due  or  payable  to  Seller   as
adjustments   or  refunds  under  any  contracts  or   agreements
respecting  periods  prior  to the  Effective  Time,  other  than
Claims;

          (j)    all   amounts  due  or  payable  to  Seller   as
adjustments  to  insurance premiums related to  the  Assets  with
respect to any period prior to the Effective Time;

          (k)   except to the extent included in the Claims,  all
proceeds, benefits, income or revenues accruing (and any security
or  other deposits made) with respect to (i) the Assets prior  to
the Effective Time or (ii) any Excluded Assets;

          (l)   any logo, service mark, copyright, trade name  or
trademark associated with Seller or any business of Seller; and

          (m)  all files, information and data expressly excluded
from the definition of Incidental Rights.

          (n)  all   vehicles,  tractors,  trailers  and  similar
               equipment owned by Seller.

          (o)   Seller's obligation for 50% of legal costs of the
Lessor  in  the  MGP  litigation referred  to  on  EXHIBIT  J  in
accordance with that agreement evidenced by letters from Chandler
&  Associates, LLC to John Meggison and David Jensen, dated  June
28, 1999 and June 29, 1999, respectively

     1.13  "GAAP" means Generally accepted accounting principles,
consistently applied.

     1.14 "Hydrocarbons" means crude oil, natural gas, casinghead
gas, condensate, sulphur, natural gas liquids and other liquid or
gaseous  hydrocarbons (including C02), and  also  refers  to  all
other  minerals of every kind and character which may be  covered
by or included in the Subject Interests.

       1.15 "Incidental Rights" shall mean all right,  title
and  interest  of Seller in and to or derived from the  following
insofar as the same directly relate to the Subject Interests: (i)
all   unitization,  communitization  and  pooling   designations,
declarations, agreements and orders covering Hydrocarbons  in  or
under  the Lands or any portion thereof and the units and  pooled
or  communitized  areas  created  thereby;  (ii)  all  easements,
rights-of-way, surface leases, permits, licenses,  servitudes  or
other   interests,  including;  (iii)  all  equipment  and  other
personal  property, fixtures and improvements situated  upon  the
Lands   and  used  or  held  for  use  in  connection  with   the
exploration, development or operation of the Subject Interests or
Lands   or   the  production,  treatment,  storage,  compression,
processing  or  transportation of Hydrocarbons  from  or  in  the
Subject Interests or Lands;

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(iv)  all  Material Contracts; (v) originals of all lease  files,
land  files,  well files, gas and oil sales contract  files,  gas
processing   files,  division  order  files,   abstracts,   title
opinions, and all other books, files and records, information and
data (including copies of engineering, geological and geophysical
data  to the extent same may be transferred, but subject  in  all
events   to  any  and  all  consents  concerning  ownership   and
transfer), and all rights thereto, of Seller insofar as the  same
are directly related to and necessary to the realization of value
by  Buyer  of any of the Subject Interests or Lands  and  to  the
extent  the  transfer  thereof  is  not  prohibited  by  existing
contractual  obligations  with third parties;  and  (vi)  to  the
extent  transferable  and  subject to  Article  XVI  hereof,  all
interest  of  Seller in and to all claims and  causes  of  action
which  Seller may have against insurance companies and others  by
reason  of injury or damage to or destruction or loss of  all  or
any  part  of the Assets by reason of events occurring subsequent
to the Effective Time.

       1.16      "Lands" mean, except to the extent  constituting
Excluded  Assets,  each and every kind and  character  of  right,
title,  claim  or interest which Seller has in and to  the  lands
covered by the Subject Interests.

     1.17 "LGG" means Lorencito Gas Gathering, L.L.C., a Colorado
limited liability company.

     1.18 "Material Contracts" means all contracts related to the
Assets, the absence of which would cause a material change either
in  the operations of the Assets or their value, as set forth  on
EXHIBIT E.

     1.19  "Ownership Interest" means Seller's ownership  in
LGG described in Exhibit A-2, hereto.

     1.20  "Permitted Encumbrances" shall mean  any  of  the
following matters:

          (a)   the  terms, conditions, restrictions, exceptions,
reservations,  limitations and other  matters  contained  in  the
agreements, instruments and documents which create or reserve  to
Seller  its interests in any of the Assets provided they  do  not
operate  to  reduce the net revenue interest,  nor  increase  the
working interest (unless Seller's net revenue interest therein is
proportionately increased) of Seller in the Subject Interests  as
reflected in EXHIBIT A hereto;

          (b)  encumbrances that arise under operating agreements
to secure payment of amounts not yet delinquent and are of a type
and nature customary in the oil and gas industry;

          (c)  encumbrances that arise as a result of pooling and
unitization  agreements, declarations, orders or laws  to  secure
payment of amounts not yet delinquent;

          (d)    any   materialman's,  mechanics',   repairman's,
employees',  contractors', operators' or other similar  liens  or
charges for liquidated amounts arising in the ordinary course  of
business, (w) which are inchoate, (x) which Seller has agreed  to
assume  or pay pursuant to the terms hereof, (y) for which Seller
is responsible for paying or releasing at Closing;

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          (e)  any  liens  for taxes, tax assessments  not  yet
delinquent, or tax assessments that are being contested  in  good
faith,   and  other  assessments  not  yet  delinquent,   or   if
delinquent, that are being contested in good faith;

          (f)  any liens or security interests created by law  or
reserved  in oil and gas leases for royalty, bonus or  rental  or
for compliance with the terms of the Subject Interests;

          (g)  any obligations or duties affecting the Assets  to
any   municipality  or  public  authority  with  respect  to  any
franchise,  grant,  license or permit, and all  applicable  laws,
rules and orders of governmental authority;

          (h)   any  (i)  easements,  rights-of-way,  servitudes,
permits,  surface leases and other rights in respect  of  surface
operations,   pipelines,  grazing,  hunting,  fishing,   logging,
canals,  ditches, reservoirs, or the like, or (ii) easements  for
streets,  alleys,  highways, pipelines,  telephone  lines,  power
lines, railways and other similar rights-of-way, on, over, or  in
respect  of  property  owned or leased by Seller  or  over  which
Seller  owns  rights-of-way, easements, permits, or licenses,  to
the extent such matters, individually or in the aggregate, do not
interfere  materially  with  oil  and  gas  operations  currently
conducted on the Subject Interests;

          (i)   all lessors' royalties, overriding royalties, net
profits interests, carried interests, reversionary interests  and
other  burdens  to the extent that the net cumulative  effect  of
such  burdens does not operate to reduce the net revenue interest
of Seller in any of the Subject Interests to below the applicable
net revenue interest set forth in EXHIBIT A hereto;

          (j)  all defects and irregularities affecting title  to
the  Subject Interests which individually or in the aggregate  do
not  operate to reduce the net revenue interest, nor increase the
working  interest  (unless  Seller's  net  revenue  interest   is
increased proportionately) of Seller in the Subject Interests  as
reflected  in EXHIBIT A hereto or otherwise interfere  materially
with the operation, value or use of the Subject Interests;

          (k)  preferential rights to purchase and required third
party consents to assignments and similar agreements with respect
to  which  waivers or consents are obtained from the  appropriate
parties  with  respect  to  the sale contemplated  hereunder  or,
following  the furnishing by Seller to the appropriate  party  of
all requisite notices and information, the applicable time period
for asserting such rights has expired without an exercise of such
rights with respect to such sale;

          (l)   all  rights to consent by, required  notices  to,
filings  with,  or  other  actions by  governmental  entities  in
connection with the sale or conveyance of oil and gas  leases  or
interests   therein   if   the  same  are  customarily   obtained
contemporaneously with or subsequent to such sale or conveyance;

          (m)    (i)   Material   Contracts,   division   orders,
unitization  and pooling designations, declarations,  orders  and
agreements, and (ii) contracts and agreements with affiliates  of
Seller of the kind enumerated in subclause (i) of this clause (m)
that have been disclosed to Buyer in EXHIBIT H hereto;

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          (n)   any  encumbrance, title defect or matter (whether
or  not  constituting a Title Defect) waived or deemed waived  by
Buyer pursuant to Article VII hereof; and,

          (o)    any   agreement,  contract,  lease,  instrument,
permit,  amendment  or  extension  entered  into  by  Seller   in
accordance with Article IX hereof.

     1.21 "Property Taxes" is defined in Section 12.2.

     1.22 "Purchase Price" is defined in Section 3.1.

     1.23 "Seller's Credits" is defined in Section 3.2.

     1.24 "Subject  Interests"  means,  except  to  the  extent
constituting  Excluded  Assets, any and all  interests  owned  by
Seller  and  set  forth in EXHIBIT A-1 or  which  Seller  is  now
entitled  to  receive  by  reason of any existing  participation,
joint venture, farm-in or other agreement, in and to the oil, gas
and/or  mineral leases, permits, licenses, concessions, leasehold
estates,  fee, royalty and overriding royalty interests described
in  EXHIBIT  A-1  attached hereto including, without  limitation,
Seller's minerals, mineral fee and reversionary interests in,  on
and under the lands described in EXHIBIT A.

     1.25 "Tax Period" is defined in Section 12.2.

     1.26 "Title Defect" is defined in Section 7.3.

     1.27 "Transfer Taxes" is defined in Section 12.2.

                           ARTICLE II
                        SALE AND PURCHASE

     Subject  to  the terms and conditions of this Agreement  and
the  Permitted Encumbrances, Seller agrees to sell and convey  to
Buyer and Buyer agrees to purchase and pay for the Assets.

                          ARTICLE III
                   PURCHASE PRICE AND PAYMENT

     3.1   PURCHASE PRICE.  (a) The total consideration  for  the
sale and conveyance of the Assets to Buyer is Buyer's payment  of
Thirty-Five Million Dollars ($U.S. 35,000,000.00) (the  "Purchase
Price").  The Purchase Price, together with and subject  to  such
adjustments,  if any, as are expressly provided for elsewhere  in
this  Agreement, shall be paid by Buyer to Seller at  Closing  by
means of completed Federal Funds transfers to Seller's account in
Apache Canyon Gas,
L.L.C., routing number 101000695, account number 9870964996

     3.2  PURCHASE PRICE CREDITS.

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            (a)  Within  10  days after December  31,  2000,  the
parties  shall  exchange  information with  respect  to  revenues
received  from production and other operating sources  (excluding
interest income), from or attributable to the Assets for  periods
on  or  after  the  Effective Date received by  Seller  ("Buyer's
Credits")   and  shall  calculate  all  exploration,  production,
development, operating, overhead, general and administrative  and
other costs paid or incurred by Seller with respect to the Assets
for such period charged under applicable operating agreements or,
if  no  operating agreement is applicable, then  under  the  most
recent  COPAS  Accounting Procedure Joint  Operations  ("Seller's
Credits")   excluding  all  non-cash  charges   attributable   to
depletion,  depreciation,  bad debt  losses,  lease  abandonment,
etc.; provided that  Seller shall have no obligation to make  any
payment  that  would  constitute  a  Seller's  Credit  after  the
Effective  Time.   Only  items  of  revenue,  cost  and   expense
attributable  to  the Assets shall be included in  the  foregoing
calculations.   If Seller's Credits exceed  Buyer's Credits,  the
difference  shall  be due Seller by Buyer.  If   Buyer's  Credits
exceed   Seller's Credits, the difference shall be due  Buyer  by
Seller.   Prior  to the end of the ten day period beginning  with
December  31, 2000, Seller shall furnish Buyer with an  estimated
accounting  showing  the   amount of  Seller's  Credits  and  the
amount  of   Buyer's Credits. The amount of the final credit,  as
adjusted, shall be paid in cash on final adjustment by the  party
owing it.  If within such time period, the parties are unable  to
agree  as to whether an item of income or expense belongs in  the
period  before  or  after  the Effective  Time,  or  is  properly
included  in Seller's Credits or Buyer's Credits, or  as  to  any
other  accounting  matters,  then such  item  or  matter  may  be
submitted  for determination to a mutually acceptable  accounting
firm  in  accordance with Section 13.2 hereof.  Final  settlement
shall  be  made within ten (10) business days following agreement
by the Buyer and Seller or final determination by said accounting
firm  (which final determination shall be binding upon Buyer  and
Seller).

          (b)   Seller and Buyer or representatives of each shall
determine  the  amount of the Hydrocarbons  existing  in  storage
tanks,  gathering  lines, pipelines, gasoline plants,  and  other
facilities as of the Effective Date using the point or points  of
delivery  to  Seller's  purchasers as  a  zero  reference  point.
Seller  shall  receive a credit in the final  adjustment  of  the
Purchase Price as provided for in paragraph (a) above equal to an
amount  calculated by multiplying the volume of such Hydrocarbons
by  (i) in the case of oil, the posted price in the field, as  of
the  Effective Time (or if none, a mutually agreeable  price)  or
(ii) in the case of gas, the prevailing spot market price net  of
transportation and basis differential, as of the Effective Time

 .    3.3  PURCHASE PRICE ALLOCATIONS.   Seller and Buyer mutually
agree  to  allocate the Purchase Price among the  Assets  as  set
forth in EXHIBIT B attached hereto.  Seller and Buyer agree  that
said  allocation  as  set  forth  in  EXHIBIT  B  is  the  proper
allocation  of  the Purchase Price in accordance  with  the  fair
market  value  of  the Assets, and that said  allocation  of  the
Purchase  Price  of the Assets as set forth in  EXHIBIT  B  shall
apply  for  purposes  of Sections 755 and 1060  of  the  Internal
Revenue   Code  of  1986  (as  amended  and  together  with   any
regulations  promulgated  thereunder, the  "Code").   Seller  and
Buyer  agree (and each agrees to cause its affiliates) to  report
the federal, state and local income and other tax consequences of
the transactions contemplated herein, and in particular to report
the  information required under Section 1060(b) of the Code  (and
any  regulations promulgated thereunder), in a manner  consistent
with  such allocation.  Seller and Buyer further agree (and  each
agrees  to  cause  its affiliates) to not take any  tax  position
inconsistent  with  such  allocation  in  connection   with   the
examination of any of their tax returns, refund claims or

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litigation, investigations or other proceedings involving any  of
their tax returns.  Seller and Buyer each further agree that they
will  not take any position inconsistent with this allocation  in
preparing   financial   statements,  tax  returns,   reports   to
shareholders or government authorities or otherwise.

     Buyer  and Seller each agree to furnish the other a copy  of
IRS Form 8594 (Asset Acquisition Statement under Section 1060  of
the  Code)  as  filed with the Internal Revenue Service  by  such
party or any affiliate thereof, pursuant to Sections 755 and 1060
of  the Code, as a result of the consummation of the transactions
contemplated  hereby, within thirty (30) days of  the  filing  of
such form with the Internal Revenue Service.

                           ARTICLE IV
                    SELLER'S REPRESENTATIONS

     4.1   SELLER'S REPRESENTATIONS.  Seller represents to  Buyer
as of the date hereof that:

          (a)   Seller is a limited liability company duly formed
and existing pursuant to the laws of the State of Delaware and is
qualified to do business in the State of Colorado.

          (b)  Subject to Sections 8.1, 8.2, and 15.1, and except
as  set  forth on EXHIBIT I, the consummation of the transactions
contemplated  by  this  Agreement will  not  violate,  or  be  in
conflict  with,  any  provision of  the  governing  documents  of
Seller,  any  provision of any agreement or instrument  to  which
Seller  is a party or by which  Seller is a party or by which  it
is  bound  or to the knowledge of  Seller, any judgment,  decree,
order, statute, rule or regulation applicable to Seller.

          (c)   The  execution, delivery and performance of  this
Agreement and the transactions contemplated hereby have been duly
and  validly  authorized  by all necessary  corporate  action  by
Seller.

          (d)   This Agreement constitutes, and all documents and
instruments  required hereunder to be executed and  delivered  by
Seller  at  Closing  will constitute, legal,  valid  and  binding
obligations of Seller in accordance with their respective  terms,
subject  to  applicable  bankruptcy and  other  similar  laws  of
general application with respect to creditors;

          (e)    There  are  no  bankruptcy,  reorganization   or
arrangement proceedings pending, being contemplated by, or to the
actual  knowledge  of the officers of Seller, threatened  against
Seller;

          (f)   Seller  may  contract for brokerage  or  finder's
services  against which it shall hold Buyer harmless pursuant  to
Section 15.4;

          (g)  Except as shown on EXHIBIT J  hereto, there is  no
claim,  demand  or  suit, action or other proceeding  pending  in
which  Seller  has  been  served with  process,  or  to  Seller's
knowledge  threatened, before any, court or  governmental  agency
which if adversely decided could reasonably be expected to result
in a material impairment or loss of title to any material part of
the Assets taken as a whole or the value thereof taken as a whole
or  which might materially hinder or impede the operation of  the
Assets taken as a whole;

                                9

<PAGE>

          (h)  Except  as  shown on EXHIBIT J  and  as  may  be
referred  to  in Article XIV, Seller, to its knowledge,  has  not
violated,  and  to  Seller's  knowledge  there  are  no   alleged
violations  by  Seller of, any applicable rules,  regulations  or
orders  of any governmental agency having jurisdiction  over  the
Assets  which would affect in any material respect the  value  of
the Assets taken as a whole; and

          (i)   Seller  is  a  United States  person  within  the
meaning  of Section 7701(a)(30) of the Internal Revenue  Code  of
1986, as amended.

          (j)    Seller  makes  no  representation  or  warranty,
express  or  implied with respect to whether any of  the  Subject
Interests  are qualified for, or whether Buyer might be qualified
to  take,  tax  credits under Section 29 of the Internal  Revenue
Code with respect to production from the Subject Interests.

          (k)  Seller is not a Public Utility Holding Company  as
defined  in the Public Utility Holding Company Act of 1935,  and,
to  the  knowledge of Seller, it is not a partner with any  party
who is a Public Utility Holding Company.

          (l)  Seller is not in breach or default, or to Seller's
knowledge, alleged to be in breach or default, under any  of  (i)
the  Material Contracts, (ii) any of the instruments creating  or
reserving  the  Subject Interests, or (iii)  any  other  material
agreement  or contract affecting or included within  the  Assets,
other  than  a breach or default which would not have a  material
adverse effect, and, to Seller's knowledge, no other party to any
of the instruments and agreements described in (i) through (iii),
of  this paragraph (l) is in breach of or default thereunder.  No
event, condition or occurrence exists which after notice or lapse
of  time  or both would constitute a breach or default by  Seller
under  any of the foregoing except for such breaches or  defaults
that would not have a material adverse effect.

          (m)  There are no gas imbalances, other than imbalances
affecting  the  pipeline,  on  the Subject  Interests  except  as
described on Exhibit M.

          (n)   Solely  with respect to the LLC Ownership  Asset,
the Seller represents and warrants to Buyer the following:

               (i)  LGG  is  a  limited  liability  company  duly
                    organized,  validly  existing  and  in   good
                    standing  under the laws of Colorado  and  is
                    duly  qualified and in good standing to carry
                    on its business in Colorado.

               (ii) Except as set forth on EXHIBITS I AND J:  (i)
                    the  Ownership Interest is duly  and  validly
                    authorized  for  issuance,  legally   issued,
                    fully  paid  and nonassessable, and  has  not
                    been issued, and is not held, in violation of
                    any  preemptive rights; (ii)  Seller  is  the
                    lawful and beneficial owner of record of  the
                    Ownership Interest and has full right,  title
                    and  interest to such Ownership Interest free
                    and  clear of all liens, encumbrances, claims
                    and   restrictions;  (iii)   there   are   no
                    agreements or

                               10

<PAGE>

                    understandings with respect to the voting  of
                    the  Ownership  Interest  and  there  are  no
                    options, subscriptions, warrants or rights to
                    purchase,  convert into or otherwise  acquire
                    any  ownership interest of LGG, nor are there
                    any  plans,  understandings or agreements  to
                    issue   any   such   options,  subscriptions,
                    warrants or rights to purchase, convert  into
                    or  otherwise acquire any ownership  interest
                    of LGG.

             (iii)  To  the  best  of  Seller's  knowledge,
                    except as set forth on EXHIBITS I AND J,  (i)
                    the  execution,  delivery and performance  of
                    this Agreement by Seller and the consummation
                    by it of the transactions contemplated hereby
                    does   not   require  the  consent,   waiver,
                    approval,  license  or authorization  of  any
                    person, entity or public authority which will
                    not  have  been  obtained  on  or  prior   to
                    Closing; does not, with or without the giving
                    of  notice  or the passage of time  or  both,
                    violate   any  provision  of   law   or   the
                    organizing documents of LGG, or conflict with
                    or   result  in  a  breach,  termination   or
                    acceleration of any provision of,  constitute
                    a default under, or result in the creation of
                    any   lien,   claim,  security  interest   or
                    encumbrance upon any of the assets of  Seller
                    or  LGG  pursuant  to any mortgage,  deed  of
                    trust,   indenture  or  other  agreement   or
                    instrument, or any order, judgment, decree or
                    any   other  restriction  of  any   kind   or
                    character, to which either Seller or LGG  are
                    a  party  or  by which they or any  of  their
                    assets may be bound.

               (iv) Seller  and  Buyer  agree  that,  except   as
                    otherwise   expressly   provided   in    this
                    Agreement,  the Ownership Interest  is  being
                    purchased  "AS IS," "WHERE IS" and "WITH  ALL
                    FAULTS," latent and patent.  WITHOUT LIMITING
                    THE  GENERALITY OF THE FOREGOING,  EXCEPT  AS
                    EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER
                    HAS  NOT  MADE AND WILL NOT MAKE, AND  HEREBY
                    EXPRESSLY     DISCLAIMS,    ANY    WARRANTIES
                    WHATSOEVER, EXPRESS OR IMPLIED, WITH  RESPECT
                    TO  OR RELATING TO THE OWNERSHIP INTEREST AND
                    UNDERLYING  ASSETS  OR ANY  PORTION  THEREOF,
                    INCLUDING         WITHOUT         LIMITATION,
                    MERCHANTABILITY, HABITABILITY OR FITNESS  FOR
                    A   PARTICULAR   PURPOSE.   Buyer   expressly
                    acknowledges  that,  except  as  specifically
                    provided for in this Agreement, Buyer is  not
                    authorized to rely, has not relied  and  will
                    not rely on any representation, statement  or
                    warranty  of  Seller or of any representative
                    and  will  not  rely  on any  representation,
                    statement  or warranty of Seller  or  of  any
                    representative Seller.

                    Except   as   otherwise  expressly   provided
                    herein,   Seller  makes  no  representations,
                    warranties  or  indemnities  for  any  claim,
                    condition  or  liability  arising  before  or
                    after  this Agreement pursuant to, or arising
                    under, any federal, state or local law,  rule
                    or ordinance, including

                               11

<PAGE>

                    those   relating   to   protection   of   the
                    environment such as, without limitation,  the
                    Clean  Water  Act, the Resource  Conservation
                    and  Recovery  Act  and/or the  Comprehensive
                    Environmental  Response,  Compensation,   and
                    Liability Act.

          (o)   Seller  is aware of no liabilities of  LGG  other
than  those included on the balance sheet provided by  Seller  to
Buyer.  Seller is aware of no other Material Contracts other than
those included on EXHIBIT E hereto.

                           ARTICLE V
                    BUYER'S REPRESENTATIONS

     5.1  BUYER'S REPRESENTATIONS.  Buyer represents to Seller as
of the date hereof that:

          (a)   It  is  a  corporation, duly  organized,  validly
existing  and  in good standing under the laws of  the  State  of
Colorado, and Buyer is or prior to Closing will be duly qualified
pursuant to any and all applicable laws, statutes and regulations
to own and operate the Assets;

          (b)   It has all requisite power and authority to carry
on  its  business  as  presently conducted, to  enter  into  this
Agreement  and  the  other documents and agreements  contemplated
hereby,  to  purchase the Assets on the terms described  in  this
Agreement,  and  to  perform  its other  obligations  under  this
Agreement  and  the  other documents and agreements  contemplated
hereby.  Subject  to  Section  15.1,  the  consummation  of   the
transactions  contemplated by this Agreement will  not  violate.,
nor  be  in  conflict with, any provision of Buyer's charter,  or
governing  documents, or any material agreement or instrument  to
which  Buyer is a party or by which it is bound, or any judgment,
decree, order, statute, rule or regulation applicable to Buyer;

          (c)   The  execution, delivery and performance of  this
Agreement  and the transactions contemplated hereunder have  been
duly  and validly authorized by all requisite action on the  part
of Buyer;

          (d)   This Agreement constitutes, and all documents and
instruments  required hereunder to be executed and  delivered  by
Buyer  at  Closing  will  constitute, legal,  valid  and  binding
obligations  of Buyer in accordance with their respective  terms,
subject   to  bankruptcy  and  other  similar  laws  of   general
application with respect to creditors;

          (e)    There  are  no  bankruptcy,  reorganization   or
arrangement proceedings pending, being contemplated by, or to the
actual  knowledge  of the officers of Buyer,  threatened  against
Buyer;

          (f)  No broker or finder has acted for or on behalf  of
Buyer  in  connection  with this Agreement  or  the  transactions
contemplated  by  this  Agreement, and no  broker  or  finder  is
entitled  to  any  brokerage or finder's  fee  or  commission  in
respect  thereof based in any way on agreements, arrangements  or
understandings made by or on behalf of Buyer;

                               12

<PAGE>

         (g)   Buyer  is now or prior to Closing will  be,  and
after Closing shall continue to be, qualified to own Federal  and
State oil, gas and mineral leases in all jurisdictions where  any
such  Subject Interests are located, and the consummation of  the
transactions  contemplated hereby will  not  cause  Buyer  to  be
disqualified as such an owner or to exceed any acreage limitation
imposed by any law, statute, rule or regulation;

          (h)  Buyer  has  arranged to  have  available  by  the
Closing Date sufficient funds to enable the Buyer to pay in  full
the Purchase Price, together with all costs and expenses relative
thereto,  and  otherwise  to perform its obligations  under  this
Agreement.

          (i)  Buyer is purchasing the Ownership Interest for its
own  account  and sole interest, and is purchasing the  Ownership
Interest  for investment and not with a view to, or in connection
with, any offering, resale, disposition or distribution of any of
the Ownership Interest.

          (j)    Buyer  understands  and  acknowledges  that   no
registration  statement  relating to the Ownership  Interest  has
been  filed  under the Securities Act of 1933,  as  amended  (the
"Act")   and  that  consequently  the  Ownership  Interest   will
constitute "restricted securities" within the meaning of Rule 144
under  the Act and accordingly must be held by Buyer indefinitely
and  may  not be sold or otherwise disposed of in the absence  of
registration or an exemption from registration under the Act  and
under  applicable  state securities laws.   Buyer  realizes  that
there is no existing public market for the Ownership Interest and
that  even if such market did exist, reliance upon Rule 144 under
the  Act for public sales in limited amounts could occur only  if
adequate public information about LL was available and only after
Buyer  has held the Ownership Interest continuously for a  period
of  at least two years from and after the date on which the  full
purchase  price  for  the  Ownership  Interest  is  paid.   Buyer
understands  and  acknowledges  that  the  Seller  is  under   no
obligation to register the Ownership Interest under the Act or to
aid  Buyer in obtaining any exemption from registration under the
Act.

          (k)  The following is made as of the Closing Date only:
Buyer   has  had  the  opportunity  to  examine  all  information
regarding  LGG  provided  by  Seller,  and  Buyer  has  had   the
opportunity to ask questions of directors and officers of Seller.
The  investment  decision  of  Buyer  to  acquire  the  Ownership
Interest has been based solely upon Seller's representations with
respect to the LGG and the evaluation made by Buyer.

          (l)  Seller is not a Public Utility Holding Company  as
defined  in the Public Utility Holding Company Act of 1935,  and,
to  the  knowledge of Seller, it is not a partner with any  party
who is a Public Utility Holding Company.

                           ARTICLE VI
              ACCESS TO INFORMATION AND INSPECTION

        6.1   FILES.   Seller has permitted Buyer and its representatives
access  to  all  accounting records, abstracts  of  title,  title
opinions,  title files, ownership maps, lease files, assignments,
division

                               13

<PAGE>

orders,   check   vouchers,  payout  statements  and   agreements
pertaining to the Assets insofar as the same are now in existence
and  in  the  possession of Seller.  Buyer and Seller acknowledge
that  Buyer has had access to such records and information, prior
to the execution of this Agreement.

     6.2   OTHER  FILES.  Seller has made available to Buyer  for
inspection  by Buyer all geological, geophysical, production  and
engineering  books,  records and data in  possession  of  Seller,
except  such  records  or  data  which  Seller  is  prevented  by
contractual obligations with third parties from disclosing.

     6.3   CONFIDENTIALITY AGREEMENT.  Buyer and  Seller  entered
into  that certain Confidentiality Agreement dated June 23, 2000,
between  Seller  and Buyer, the terms of which  are  incorporated
herein  by  reference  and made a part of  this  Agreement.   The
Confidentiality Agreement shall expire at Closing.

     6.4   INSPECTIONS.    Seller  has permitted  Buyer  and  its
representatives at reasonable times and at their sole risk,  cost
and  expense,  to conduct reasonable inspections of  the  Assets;
provided,  however, Buyer shall repair any damage to  the  Assets
resulting  from such inspections and Buyer does hereby  indemnify
and  hold  harmless Seller from and against any and  all  losses,
costs,  damages,  obligations, claims, liabilities,  expenses  or
causes  of action arising from Buyer's inspection of the  Assets,
including,  without  limitation, claims  for  personal  injuries,
property  damage  and  reasonable  attorney's  fees  and  further
including   claims  arising  in  whole  or  part  from   Seller's
negligence.

                          ARTICLE VII
                             TITLE

     7.1   NO  WARRANTY OR REPRESENTATION.  Seller  shall  convey
Seller's  interests in and to the Real Property Assets  to  Buyer
subject to the Permitted Encumbrances and without any warranty of
title,  express or implied, except as to claims by,  through  and
under  Seller,  but not otherwise, as provided  in  the  form  of
Assignment,  Bill of Sale and Conveyance attached  as  EXHIBIT  C
hereto.   Seller makes no warranty or representation, express  or
implied,  with  respect to the accuracy or  completeness  of  the
information,  records and data now, heretofore or hereafter  made
available  to Buyer in connection with this Agreement (including,
without  limitation, any description of the Real Property Assets,
pricing  assumptions,  potential for production  of  Hydrocarbons
from  the  Subject  Interests, prospects for LGG,  or  any  other
matters  contained in any other material furnished  to  Buyer  by
Seller or by Seller's agents or representatives).

     7.2  BUYER'S TITLE REVIEW.

          (a)   For 45 calendar days after Closing, Buyer may  at
Buyer's sole cost and expense commence and diligently pursue such
examination  of title to the Subject Interests as Buyer  desires.
Seller  shall fully cooperate with Buyer and shall make available
to  Buyer  at  Seller's  offices in Overland  Park,  Kansas,  all
documents, records and material in Seller's possession (except to
the   extent  disclosure  of  same  is  prohibited  pursuant   to
agreements  with  third  parties) and all  assistance  reasonably
necessary to assist Buyer in determining the validity of Seller's
title  in  and  to the Subject Interests.  In no event,  however,
does Seller warrant or represent the sufficiency, completeness or

                               14

<PAGE>

accuracy  of  such documents, records and materials, and  Buyer's
reliance thereon shall be at Buyer's sole risk and expense.    In
the  event  more  than one property is being conveyed  hereunder,
Buyer   will  review  title  on  a  property  by  property  basis
commencing  with the property being deemed to have  the  greatest
value  and  then  in descending order of value as  set  forth  on
EXHIBIT  B.  Immediately upon completion of Buyer's title  review
of  each property, Buyer shall notify Seller of any Title Defects
associated  with  such property in accordance  with  Section  7.3
below.   Buyer will conclude Buyer's title review and give notice
to  Seller of all asserted Title Defects not later than five  (5)
days  after  the  end of said 45 day period.   To  be  effective,
Buyer's written notice of a Title Defect must include (i) a brief
description of the matter constituting the asserted Title  Defect
and (ii) supporting documents reasonably necessary for Seller (or
a  title  attorney  or examiner hired by Seller)  to  verify  the
existence  of  such  asserted  Title  Defect.   Any  matters  not
described  in a written notice of Title Defect as provided  above
shall conclusively be deemed to have been waived and accepted  by
Buyer, and shall be deemed Permitted Encumbrances hereunder.

          (b)  Upon receipt of the notice set forth under Section
7.2(a)  Seller shall have the right, but not the obligation,  for
10  calendar  days to cure all or any portion of  asserted  Title
Defects,  such curative costs to be borne solely by  Seller.   If
Buyer elects to waive or is deemed to have waived any asserted or
unasserted Title Defects, such waived or unasserted Title Defects
shall  be  deemed  Permitted Encumbrances hereunder.   If  Seller
within the time provided above is unable, elects not, or refuses,
to  cure  such  asserted  Title Defects, Buyer  may,  subject  to
Section  7.4  below, by written notice delivered  to  Seller  not
later  than  two (2) business days after the end of such  period,
and  as  Buyer's  sole  and exclusive  remedy  and  only  if  the
thresholds  of Section 12.9 have been met, elect to  have  Seller
refund  to  Buyer, a portion of the Purchase Price by  an  amount
attributable  to  the  reserves to  which  title  has  failed  as
mutually   agreed  upon  by  the  parties  and  based  upon   the
allocations  made  pursuant  to  Section  3.3,  and  Buyer  shall
reconvey  such  portion  of  the  Subject  Interests  to  Seller.
Failure  by  Buyer to timely assert a claim for an adjustment  to
the  Purchase Price shall be deemed an election by Buyer to waive
such  claim  and retain the interest covered by the asserted  but
uncured Title Defect. In the event Buyer and Seller are unable to
agree  upon the amount of the downward adjustment of the Purchase
Price  attributable  to a Title Defect for the  purposes  of  the
foregoing, then the same shall be submitted for determination  to
a   mutually   acceptable   reservoir  engineering   firm   whose
determination shall be final.

          (c)   Matters set out in EXHIBIT I shall not constitute
a  Title  Defect;  provided, however,  any  mortgages  listed  in
Exhibit  I, if not released at Closing, shall constitute a  Title
Defect.

     7.3   TITLE DEFECTS.  For the purposes of this Agreement,  a
portion of the Subject Interests shall be deemed to have a "Title
Defect" if any one or more of the following statements is  untrue
in  any  material  respect with respect to such  portion  of  the
Subject Interests as of the Effective Time:

          (i)  Seller has Defensible Title thereto.

          (ii)  All  royalties,  rentals, Pugh  clause  payments,
shut-in gas payments and other payments due with respect to  such
portion  of  the Subject Interests have been properly and  timely
paid,  except  for payments held in suspense for title  or  other
reasons which are customary in the

                               15

<PAGE>

industry and which will not result in grounds for cancellation of
Seller's rights in such portion of the Subject Interests.

          (iii)      Except  as set forth in any of the  Exhibits
hereto, Seller is not in default under the material terms of  any
leases,  farmout  agreements  or other  contracts  or  agreements
respecting such portion of the Subject Interests which could  (1)
materially  interfere with the operation; value or  use  thereof,
(2)  materially  prevent Seller from receiving  the  proceeds  of
production  attributable  to Seller's interest  therein,  or  (3)
result in cancellation of Seller's interest therein.

          (iv)  There is no lien, charge, encumbrance, defect  or
objection (other than a Permitted Encumbrance) against, in or  to
Seller's title thereto or right or interest therein, and no  fact
or circumstance relative thereto exists of such significance that
a  reasonable and prudent person engaged in the business  of  the
ownership,  development and operation of oil and  gas  properties
with  knowledge of all the facts and appreciation of their  legal
significance would be unwilling to accept and pay for the Subject
Interest or portion thereof which is affected thereby.

     Notwithstanding the foregoing, loss of any Subject  Interest
or  portion thereof following the Effective Time due to  (i)  any
election or decision made by Seller in accordance with Article IX
or  (ii)  expiration of the primary or secondary term of a  lease
shall  not constitute a Title Defect as long as Seller shall  not
have   breached  the  provisions  of  Article  IX.   Subject   to
Section  15.1  below, the failure of any governmental  office  to
approve  or  consent to any assignment or other conveyance  of  a
Subject  Interest filed with such office shall not  constitute  a
Title  Defect;  provided that such office has not  expressly  and
specifically  refused  to grant such consent  or  approval  as  a
result of the existence of a Title Defect.

     7.4    TITLE  INDEMNIFICATION.   Notwithstanding  any  other
provisions of this Article VII, Seller shall have the  option  to
execute  and  deliver to Buyer a title indemnity  whereby  Seller
shall  keep  Buyer  indemnified from  and  against  any  and  all
liability, loss, costs (including legal costs), suits, judgments,
causes  of  action,  claims or damages  arising  or  incurred  in
connection with any uncured Title Defects, to the extent the same
relate to acts, omissions or other matters occurring prior to the
Effective  Time  and  only with respect  to  such  uncured  Title
Defects.   The  title indemnity shall be limited  to  the  amount
determined  in accordance with this Article VII with  respect  to
the particular Asset for which the indemnity is given.  If Seller
provides  such  a  title  indemnity, the relevant  uncured  Title
Defects  shall be deemed to be cured and removed for the purposes
of this Agreement.

                          ARTICLE VIII
           PREFERENTIAL PURCHASE RIGHTS AND CONSENTS

     8.1   PREFERENTIAL  RIGHT.   A preferential  purchase  right
exists  with  respect to the Subject Interests and the  Ownership
Interest.  Immediately upon signing of this Agreement, a copy  of
this  Agreement  along  with  the  requisite  notices  under  the
preferential  purchase  rights  shall  be  sent  to  the  parties
entitled thereto.

     8.2   CONSENTS.  A consent to the transfer of the  Ownership
Interest  is required.  In the event the consent is not  received
before Closing, Seller shall, at Closing, transfer the beneficial

                               16

<PAGE>

ownership of the Ownership Interest to Buyer and shall designate,
as  Seller's representatives with respect to management  of  LGG,
persons designated by Buyer.  Seller shall provide all notices to
Buyer  that  it  receives and shall act  as  Buyer's  agent  with
respect to LGG, but only based on instructions from Buyer.  Buyer
shall  indemnify Seller with respect to all any  and  all  claims
made  against Seller with respect to Seller's actions on  Buyer's
behalf with respect to LGG.


                           ARTICLE IX
                      COVENANTS OF SELLER

     9.1   COVENANTS OF SELLER PENDING CLOSING.  From  and  after
the  date  of execution of this Agreement and until the  Closing,
except  as otherwise consented to by Buyer in writing and subject
to  Section  9.2 below and the terms of applicable operating  and
other agreements, Seller shall:

          (a)   Subject  to  Seller's right  to  obtain  Seller's
Credits  pursuant to Section 3.2, continue to operate the  Assets
owned by it for the account of Buyer in a manner consistent  with
past practices;

          (b)  Maintain in full force and effect all policies  of
insurance covering the Assets now maintained by Seller;

          (c)  Use reasonable efforts to preserve in full force and effect
all    material   leases,   operating   agreements,    easements,
rights-of-way,  permits, licenses, contracts and  other  material
agreements included in the Incidental Rights which relate to  the
Assets  in  which  it owns an interest and perform  all  material
obligations of Seller in or under any such agreement relating  to
such Assets;

          (d)   Not  enter  into  any  agreement  or  arrangement
granting any preferential right to purchase any of the Assets  or
requiring  the  consent  of  any  person  to  the  transfer   and
assignment  of any of the Assets hereunder, except in  connection
with  the  performance  by Seller of an obligation  or  agreement
existing on the date hereof or pursuant to this Agreement;

          (e)   Not dedicate, sell, farm out, encumber or dispose
of any Assets without Buyer's written consent except (i) sales of
oil  and  gas  production in the ordinary course of business  and
(ii) as to a portion of the Assets that do not, in the aggregate,
constitute a material portion of the Assets; and

          (f)   Maintain all material equipment included  in  the
Assets  in accordance with customary industry operating practices
and procedures.

     Notwithstanding  the  other provisions of this  Article  IX,  (i)
Seller  may  take  any  action with  respect  to  the  Assets  if
reasonably  necessary under emergency circumstances and  provided
Buyer  is  notified  as soon thereafter as reasonably  practical,
(ii)  except as to a reduction in the Purchase Price attributable
to  a  Title Defect, Seller shall have no liability to Buyer  for
the  incorrect payment of royalties, shut-in royalties or similar
payments  or  for  any failure to pay any such  payments  through
mistake  or oversight (including Seller's negligence), and  (iii)
Seller's non-willful failure to comply

                               17

<PAGE>

with  any  of  the requirements of this Article IX shall  not  be
deemed  a  default by Seller hereunder, serve as a  basis  for  a
claim  by  Buyer  for  damages (other than  a  reduction  of  the
Purchase Price as a result of the failure of title), afford Buyer
the  right  to  make a claim for damages or permit Buyer  not  to
close  this sale if such failure does not have a material adverse
effect  on the value of the Assets taken as a whole.  Any consent
requested  of Buyer with respect to the matters covered  by  this
Article  IX  shall not be unreasonably withheld  or  action  with
respect thereto unduly delayed.

     9.2  LIMITATIONS ON SELLER'S COVENANTS PENDING CLOSING.

          (a)  To the extent Seller is not the operator of any of
the Assets, the obligations of Seller in Section 9.1 above, which
have  reference  to  operations or activities which  normally  or
pursuant  to  existing contracts are carried out or performed  by
the  operator, shall be construed to require only that Seller use
reasonable efforts (without being obligated to incur any  expense
or  institute any cause of action) to cause the operator of  such
Assets to take such actions or render such performance within the
constraints  of  the  applicable operating agreements  and  other
applicable agreements.

          (b)   Notwithstanding anything to the contrary in  this
Article  IX,  should Seller not wish to pay any lease  rental  or
other   payment  or  participate  in  any  reworking,  deepening,
drilling,  completion, equipping or other operation  on  or  with
respect  to  any  well  or  other Asset which  may  otherwise  be
required  by  Section 9.1 above, Seller shall give  Buyer  timely
written  or oral notice thereof as soon as reasonably practicable
after Seller receives written notice thereof from the operator of
such  property  (or if Seller is the operator, at the  same  time
Seller gives written notice thereof to the non-operators of  such
property);  and Seller shall not be obligated to  make  any  such
payment  or  to elect to participate in any such operation  which
Seller  does  not  wish to make or participate in  unless  Seller
receives  from Buyer, within a reasonable time prior to the  date
when  such payment or election is required to be made by  Seller,
(i) the written election and agreement of Buyer to require Seller
to  take  such action and to indemnify Seller therefrom and  (ii)
all   funds  necessary  for  such  action.   Notwithstanding  the
foregoing, Seller shall not be obligated to pay any lease  rental
or  other payment or to elect to participate in any operation  if
the third party operator of the property involved recommends that
such  action not be taken.  If Buyer advances any funds  pursuant
to  this  Section  9.2(b) and the Assets to which  such  payments
relate are not conveyed to Buyer at Closing, and Seller does  not
reimburse  Buyer for all advances made by Buyer with  respect  to
such  Assets  pursuant to this Section 9.2(b) within thirty  (30)
days after this Agreement terminates with respect to such Assets,
then  (i) Buyer shall own and be entitled to any right of  Seller
that would have lapsed but for such payment, and (ii) in the case
of  operations,  Buyer shall be entitled to receive  the  penalty
which  Seller, as nonconsenting party, would have suffered  under
the   applicable  operating  agreement  with  respect   to   such
operations as if Buyer were a consenting party thereunder.

                           ARTICLE X
                       CLOSING CONDITIONS

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<PAGE>

     10.1 SELLER'S CLOSING CONDITIONS.  The obligations of Seller
under this Agreement are subject, at the option of Seller, to the
satisfaction  at  or  prior  to  the  Closing  of  the  following
conditions:

          (a)    All  representations  and  warranties  of  Buyer
contained  in  this  Agreement shall  be  true  in  all  material
respects at and as of the Closing as if such representations  and
warranties  were made at and as of the Closing, and  Buyer  shall
have  performed  and satisfied all agreements  required  by  this
Agreement to be performed and satisfied by Buyer at or  prior  to
the Closing;

          (b)  Seller shall have received a certificate dated  as
of  the  Closing, executed by a duly authorized officer of Buyer,
to  the  effect  that to such officer's knowledge the  statements
made under Article V above are true at and as of the Closing;

          (c)  Seller believes that, pursuant to Section 802.3 of
the   FTC   regulations,  no  Hart-Scott-Rodino  Act  filing   is
necessary,  with respect to this transaction.  If Buyer  disagree
with Seller's determination, the Buyer shall notify Seller within
10  days  after the execution of this Agreement.   If  Buyer  and
Seller  cannot  agree,  then  the following  becomes  a  Seller's
Closing Condition:  Except for approvals covered by Section  15.1
hereof,  all  necessary consents of and filings with the  Federal
Trade  Commission  and  any other state or  federal  governmental
authority  or  agency  relating  to  the  consummation   of   the
transactions  contemplated  by this  Agreement  shall  have  been
obtained,  accomplished  or waived, and  the  applicable  waiting
periods  prescribed in connection with the Hart-Scott-Rodino  Act
shall  have  elapsed  or  terminated  (by  early  termination  or
otherwise)  since  the dates of the filings by the  parties  with
respect thereto; and

          (d)   As of the Closing Date, no suit, action or  other
proceeding (excluding any such matter initiated by Seller)  shall
be  pending or threatened before any court or governmental agency
seeking  to  restrain Seller or prohibit the Closing  or  seeking
damages  against Seller as a result of the consummation  of  this
Agreement.

          (e)  All material third party consents required for the
transfer  of  the  Subject interests to  Buyer  shall  have  been
received, waived, or the time for exercise has expired so  as  to
bar their exercise.

          (f)    Satisfactory   releases  of  Seller's   lender's
mortgages on the Assets shall have been received.

          (g)   Seller reserves the right to exchange, for  other
property  of like kind and qualifying use within the  meaning  of
Section  1031  of  the  Internal Revenue Code  of  1986  and  the
regulations  promulgated thereunder, the   Real  Property  Assets
which,  in  part,  are  the subject of  this  Agreement.   Seller
expressly  reserves the right to assign its rights, but  not  its
obligations, hereunder to a "qualified intermediary" as  provided
in  Section 1.103(k)-1(g)(4) of the U.S. Treasury regulations  on
or  before  the Closing Date.  Buyer agrees to take  all  actions
reasonably  required  of  it,  including,  but  not  limited  to,
executing  and delivering documents, to permit Seller  to  effect
the exchange described in the this Section.  The Seller agrees to
indemnify  and  hold harmless the Buyer from all  costs,  losses,
expenses,  and liabilities arising out of the Buyer's cooperation
with the Seller in

                               19

<PAGE>

accomplishing  such an exchange. The Buyer makes no  warranty  or
representation with regard to the Seller's ability to qualify for
a  tax-free  exchange pursuant to Section 1031  of  the  Internal
Revenue Code.

     10.2  BUYER'S CLOSING CONDITIONS.  The obligations of  Buyer
under this Agreement are subject, at the option of Buyer, to  the
satisfaction  at  or  prior  to  the  Closing  of  the  following
conditions:

          (a)   All  representations  and  warranties  of  Seller
contained  in  this  Agreement shall  be  true  in  all  material
respects at and as of the Closing as if such representations  and
warranties  were made at and as of the Closing, and Seller  shall
have  performed  and satisfied all agreements  required  by  this
Agreement to be performed and satisfied by Seller at or prior  to
the Closing;

          (b)   Buyer shall have received a certificate dated  as
of  the Closing, executed by a duly authorized officer of Seller,
to  the  effect  that to such officer's knowledge the  statements
made  under Article IV above by Seller are true at and as of  the
Closing;

          (c)  Seller believes that, pursuant to Section 802.3 of
the   FTC   regulations,  no  Hart-Scott-Rodino  Act  filing   is
necessary,  with respect to this transaction.  If Buyer  disagree
with Seller's determination, the Buyer shall notify Seller within
10  days  after the execution of this Agreement.   If  Buyer  and
Seller cannot agree, then the following becomes a Buyer's Closing
Condition:  Except for approvals covered by Section 15.1  hereof,
all  necessary  consents  and  filings  with  the  Federal  Trade
Commission and any other state or federal governmental  authority
or  agency  relating  to  the consummation  of  the  transactions
contemplated   by  this  Agreement  shall  have  been   obtained,
accomplished  or  waived,  and  the  applicable  waiting  periods
prescribed  in  connection with the Hart-Scott-Rodino  Act  shall
have  elapsed  or terminated (by early termination or  otherwise)
since  the  dates  of  the filings by the  parties  with  respect
thereto; and

          (d)   As of the Closing Date, no suit, action or  other
proceeding  (excluding any such matter initiated by Buyer)  shall
be  pending or threatened before any court or governmental agency
seeking  to  restrain Buyer or prohibit the  Closing  or  seeking
damages  against  Buyer as a result of the consummation  of  this
Agreement.

          (e)  All material third party consents required for the
transfer  of  the  Subject interests to  Buyer  shall  have  been
received, waived, or the time for exercise has expired so  as  to
bar their exercise.

          (f)    Satisfactory   releases  of  Seller's   lender's
mortgages on the Assets shall have been received.

                           ARTICLE XI
                            CLOSING

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<PAGE>

     11.1   CLOSING.   The  closing  of  this  transaction   (the
"Closing") shall be held at 10:00 a.m., Central Standard Time, at
the  offices  of Seller at 10740 Nall, Suite 230, Overland  Park,
Kansas  66211 on the second business day following the expiration
of  the ten day preferential right period provided to Chandler  &
Associates, Inc. in accordance with LGG's operating agreement and
the joint operating agreement and joint development agreement  on
the  property, or at such other date or place as the parties  may
agree  in writing (herein called "Closing Date").  Regardless  of
when  the  Closing shall occur, Closing shall be  effective  with
respect  to each Asset as of the Effective Time, as specified  in
Section 1.11.

     11.2  SELLER'S  CLOSING  OBLIGATIONS.   At  Closing  (except
Seller shall have a reasonable period after the Closing for items
d, e, f and g), Seller shall deliver to Buyer the following:

          (a)   The  Assignments, Bills of Sale  and  Conveyances
substantially in the form attached hereto as EXHIBIT C  and  such
other documents as may be reasonably necessary to convey Seller's
interest in the Assets to Buyer in accordance with the provisions
hereof;

          (b)   The  certificate of Seller referred to in Section
10.2(b) hereof;

          (c)    Evidence   of  Seller's  compliance   with   the
Hart-Scott-Rodino Act (if necessary);

          (d)   Transfer  or  division orders, or letters-in-lieu
thereof,  to  be  effective at the Effective  Time  in  the  form
required by the purchasers of the Hydrocarbons from the producing
properties, provided that if any purchasers prepare the same, the
execution  and  delivery thereof may be deferred until  they  are
prepared;

          (e)   All  title  opinions, abstracts of  title,  lease
records, data sheets, status and other reports pertaining to  the
Subject  Interests  heretofore received by  Seller  or  to  which
Seller has access;

          (f)    All  of  the  Basic  Documents,  and  the  files
pertaining thereto, and all other contracts, documents and  files
affecting  title  to the Subject Interests to  which  Seller  has
access; and

          (g)   All lease files, land files, well files, gas  and
oil  sales  contract files, gas processing files, division  order
files, abstracts, title opinions, and all other books, files  and
records  information  and  data,  except  insofar  as  Seller  is
prevented  from  transferring same by contractual obligations  to
third parties or applicable law.

          (h)   A  tax  certificate representing  the  fact  that
Seller is not a foreign entity.

     11.3  BUYER'S CLOSING OBLIGATIONS.  At Closing, Buyer  shall
deliver to Seller the following:

          (a)   The  Purchase Price (subject to such adjustments,
if  any,  as  are  expressly provided for in this  Agreement)  in
immediately available funds to Seller as provided in Section  3.1
hereof  (or  to such other account within the continental  United
States  of  America designated by Seller to Buyer at  least  five
(5) days prior to the Closing Date);

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<PAGE>

          (b)   The  certificate of Buyer referred to in  Section
10.1(b) hereof;

          (c)    Evidence   of   Buyer's  compliance   with   the
Hart-Scott-Rodino Act (if necessary).

                          ARTICLE XII
                       EFFECT OF CLOSING

     12.1   REVENUES.   To  the  extent  not  included   in   the
reimbursements  under Section 3.2 hereof, all proceeds,  accounts
receivable,  notes receivable, revenues, monies and  other  items
included in or attributable to the Excluded Assets and all  other
Excluded  Assets shall belong to and be paid over to  Seller  and
all   other  proceeds,  accounts  receivable,  notes  receivable,
revenues, monies and other items relating to the period  of  time
after  the Effective Time and included in or attributable to  the
Assets shall belong to and be paid over to Buyer.

     12.2 TAXES.

          (a)   Apportionment of Ad Valorem and  Property  Taxes.
All  ad valorem, real property taxes and personal property taxes,
including    interest   and   penalties   attributable    thereto
(hereinafter "Property Taxes"), attributable to the  Assets  with
respect to the tax assessment period ("Tax Period") during  which
the  Effective  Time  occurs  shall  be  apportioned  as  of  the
Effective  Time  between Seller and Buyer, with Seller  paying  a
fraction thereof based upon the number of days in the Tax  Period
prior to the Effective Time and Buyer paying the balance thereof.
This  allocation  prevails even if the  assessment  for  the  Tax
Period  is attributable, in whole or in part, to a prior calendar
year.   The owner of record on the assessment date shall file  or
cause  to  be filed all required reports and returns incident  to
the  Property  Taxes and shall pay or cause to  be  paid  to  the
taxing  authorities all Property Taxes relating to the Tax Period
during  which the Effective Time occurs.  If Seller is the  owner
of  record on the assessment date, then Buyer shall pay to Seller
Buyer's  pro  rata portion of Property Taxes within  thirty  (30)
days  after receipt of Seller's invoice therefor, except  to  the
extent taken into account as an adjustment to the Purchase  Price
pursuant  to Section 3.2. If Buyer is the owner of record  as  of
the  assessment date then Seller shall pay to Buyer Seller's  pro
rata  portion  of  Property Taxes within thirty (30)  days  after
receipt  of Buyer's invoice therefor, except to the extent  taken
into  account as an adjustment to the Purchase Price pursuant  to
Section 3.2.

          (b)   Sales  Taxes.   The Purchase Price  provided  for
hereunder  excludes, and Buyer shall be liable for, any  Transfer
Taxes  (as defined below) required to be paid in connection  with
the sale of the Assets pursuant to this Agreement.  To the extent
required  by applicable law, Seller shall collect and  remit  any
Transfer  Taxes that are required to be paid as a result  of  the
transfer  of the Assets by Seller to the Buyer.  If the  transfer
of  the  Assets  pursuant to this Agreement is  exempt  from  any
Transfer  Taxes,  Buyer shall, at Closing,  provide  Seller  with
properly  executed exemption certificates or other  documentation
acceptable  under  applicable  law.   As  used  here,  the   term
"Transfer Taxes" shall mean any sales, use, excise, stock, stamp,
document,  filing,  recording,  registration,  authorization  and
similar taxes, fees and charges.

                               22

<PAGE>

          (c)   Other  Taxes.  With the exception of  income  and
franchise  taxes,  all  other  federal,  state  and  local  taxes
(including  interest and penalties attributable thereto)  on  the
ownership  or  operations of the Assets which  are  imposed  with
respect  to periods or portions of periods prior to the Effective
Time  shall  be  paid by Seller and all such taxes  imposed  with
respect  to periods or portions of periods beginning on or  after
the Effective Time shall be paid by Buyer.

          (d)   Cooperation.  After the Closing,  each  party  to
this  Agreement  shall  provide the other party  with  reasonable
access  to  all  relevant documents, data and  other  information
(other   than  that  which  is  subject  to  any  attorney-client
privilege)  which  may be required by the  other  party  for  the
purpose  of  preparing  tax  returns, filing  refund  claims  and
responding  to any audit by any taxing jurisdiction.  Each  party
to this Agreement shall cooperate with all reasonable requests of
the other party made in connection with contesting the imposition
of  taxes.   Notwithstanding anything to  the  contrary  in  this
Agreement,  neither party to this Agreement shall be required  at
any  time to disclose to the other party any Tax Return or  other
confidential   tax  information.   Except  where  disclosure   is
required  by  applicable law or judicial order,  any  information
obtained  by  a party pursuant to this Section 12.2(d)  shall  be
kept  confidential by such party, except to the extent disclosure
is  required in connection with the filing of any Tax Returns  or
claims  for refund or in connection with the conduct of an audit,
or  other  proceedings  in response to  an  audit,  by  a  taxing
jurisdiction.

     12.3   EXPENSES.   To  the  extent  not  included   in   the
reimbursements  under  Section  3.2  hereof  or  in  the  Assumed
Obligations,  all accounts payable and other costs  and  expenses
(other than taxes described in Section 12.2) with respect to  the
Seller's interest in the Assets which are attributable under GAAP
to the period prior to the Effective Time shall be the obligation
of  and be paid by Seller, and those which are attributable under
GAAP to the period commencing with the Effective Time, as well as
all  Assumed Obligations, shall be the obligation of and be  paid
by Buyer.

     12.4  SHARED  OBLIGATIONS.  If monies are  received  by  any
party  hereto which, under the terms of this Article XII,  belong
to  another party, the same shall immediately be paid over to the
proper  party.  If an invoice or other evidence of an  obligation
is  received  which  under  the terms  of  this  Article  XII  is
partially  the obligation of Seller and partially the  obligation
of  Buyer,  then  the parties shall consult each other  and  each
shall promptly pay its portion of such obligation to the obligee,
provided that if either party hereto shall fail promptly  to  pay
its  portion  of such obligation to the obligee, the other  party
hereto shall have the right (but not the obligation) to pay  such
portion of such obligation, whereupon the defaulting party  shall
promptly  reimburse  such other party for the defaulting  party's
portion  so paid, plus interest on said amounts until reimbursed,
at the rate applicable under Article III above.

     12.5 SELLER OPERATED PROPERTIES.  It is expressly understood
and  agreed  that  Seller  shall not  be  obligated  to  continue
operating any of the Assets following the Closing Date and  Buyer
hereby assumes full responsibility for operating (or causing  the
operation of) all Assets following the Closing Date.

     12.6 RESERVATION OF RIGHT TO QUALIFY UNDER SECTION 29 OF THE
CODE.   Seller  hereby retains, and Buyer consents  thereto,  the
right  to  seek  qualification of certain of  the  Real  Property
Assets

                               23

<PAGE>

under  Section  29  of  the Internal Revenue  Code  of  1986,  as
amended, and as gas produced from coal seams under Section 503 of
the  Natural Gas Policy Act of 1978 (and including any  successor
or  similar  state  or federal legislation)  before  the  Federal
Energy  Regulatory  Commission, or its  successor  agency.   This
reservation  is  not  intended to reserve  any  rights  to  claim
Section 29 credits with respect to production occurring after the
Effective  Date, but rather is to assure Seller's right  to  such
credits  prior to the Effective Date.  Buyer agrees to  cooperate
fully  with  Seller at Seller's expense and to permit  access  to
Buyer's  records  and  all reasonable time to  permit  Seller  to
complete this qualification process.

                          ARTICLE XIII
                    SETTLEMENT OF PRORATIONS

     13.1  ACCOUNTING.   Prior to Closing, Seller  shall  furnish
Buyer  with an estimated accounting showing in reasonable  detail
the  prorating of any amounts described in and subject to Article
XII  of this Agreement.  If pursuant to such estimated accounting
either  Seller  or Buyer shall owe any obligation  to  the  other
which  is  not included in the reimbursements under Section  3.2,
then the Purchase Price paid at Closing shall be further adjusted
to  reflect  such  charges and credits  which  are  necessary  to
accomplish such adjustment.  Promptly after the Closing Date (but
not  later than one hundred twenty (120) days thereafter), Seller
shall furnish Buyer with a final accounting showing in reasonable
detail  the prorating of any amounts described in and subject  to
Article XII hereof.

     13.2  SETTLEMENT  OF DISPUTES.  If within thirty  (30)  days
after Seller furnishes such final accounting to Buyer, Buyer  and
Seller  are  unable  to  agree on such final  accounting  or  the
adjustments  provided  for in Section  3.2  hereof,  then  either
Seller  or Buyer may submit such proration or allocation  dispute
to  a  mutually acceptable accounting firm, and the determination
made  as to such proration or allocation by such accounting  firm
shall  be  final  and  binding  upon  Seller  and  Buyer.   Final
settlement shall be made within ten (10) business days  following
agreement by the Buyer and Seller or final determination by  said
accounting firm.  All determinations and adjustments with respect
to  allocating items to the periods before or after the Effective
Time  shall be in accordance with GAAP.  The fees charged by said
accounting  firm for making determinations under Section  3.2  or
this  Section  13.2  shall be paid one-half (1/2)  by  Buyer  and
one-half (1/2) by Seller.

                          ARTICLE XIV
                         ENVIRONMENTAL

     14.1 AVAILABILITY OF DATA TO BUYER: The Assets which are the
subject  of this Agreement have been utilized by Seller  for  the
purposes  of exploration, development and production of  oil  and
gas, for related oilfield operations and possibly for the storage
and  disposal of waste materials or hazardous substances.  Seller
shall   make   available  to  Buyer,  during  the   environmental
assessment  period  described  in Section  14.3  below,  Seller's
historical  files  regarding  the foregoing  operations,  to  the
extent  available  and  to  the extent Seller  is  authorized  to
disclose  same  (excepting documents subject  to  confidentiality
restrictions or legal privilege).

     14.2  SPILLS  AND NORM: Without changing the  allocation  of
risk  reflected  in Section 13.7 and 13.8, and  without  creating
knowledge on Buyer's part that could or would limit or eliminate

                               24

<PAGE>

Seller's   indemnification  under  Section  13.8(c)(ii).    Buyer
acknowledges  that  in the past there may  have  been  spills  of
wastes, crude oil, produced water, or other materials (including,
without  limitation, any toxic, hazardous or extremely  hazardous
substances)  onto  the  Lands.   In  addition,  some   production
equipment   may  contain  asbestos  and/or  Naturally   Occurring
Radioactive  Material (hereinafter referred to  as  "NORM").   In
this  regard Buyer expressly understands that  NORM may affix  or
attach itself to the inside of wells, materials and equipment  as
scale or in other forms, that said wells, materials and equipment
located  on the Lands or included in the Assets described  herein
may  contain NORM and that NORM-containing material may have been
buried  or  otherwise  disposed of  on  the  Lands.   Buyer  also
expressly understands that special procedures may be required for
the   remediation,  removal,  transportation  and   disposal   of
asbestos, NORM or other materials from the Assets and Lands where
such  material may be found and that Buyer assumes all  liability
for  or  in connection with the assessment, containment, removal,
remediation,  transportation and disposal of any such  materials,
in  accordance with all past, present or future applicable  laws,
rules, regulations and other requirements of any governmental  or
judicial entities having jurisdiction and also with the terms and
conditions of all applicable leases and other contracts.

     14.3  BUYER  AGREES TO RELEASE, INDEMNIFY, DEFEND  AND  HOLD
SELLER  HARMLESS  FROM  ANY  CLAIM, CAUSE  OF  ACTION,  JUDGMENT,
LIABILITY, LOSS, DAMAGE OR OTHER COST WHATSOEVER BROUGHT BY OR IN
FAVOR  OF ANY PERSON FOR INJURY, ILLNESS OR DEATH, DAMAGE  TO  OR
LOSS  OF PROPERTY, FOR DAMAGE OR HARM TO THE ENVIRONMENT  OR  FOR
ANY  OTHER  MATTER CAUSED BY BUYER'S ACCESS TO THE LANDS  OR  THE
ENVIRONMENTAL  ASSESSMENT  OR  TESTING  THEREOF,  EVEN  IF   SUCH
LIABILITY  IS  ATTRIBUTABLE  TO THE  CONTRIBUTORY  NEGLIGENCE  OF
SELLER;  PROVIDED, THE FOREGOING SHALL NOT APPLY  TO  ANY  CLAIM,
CAUSE OF ACTION, JUDGMENT, LIABILITY, LOSS, DAMAGE OR OTHER  COST
WHATSOEVER TO THE EXTENT ARISING FROM CONDITIONS ON THE LANDS  AS
OPPOSED TO BUYER'S ACTIVITIES ON THE LAND PRIOR TO CLOSING.

     14.4 MATERIAL ADVERSE ENVIRONMENTAL CONDITIONS: Buyer's sole
and  exclusive remedy for environmental conditions is as provided
in Section 14.8.

     14.5  "AS IS, WHERE IS" PURCHASE:   Subject to Section 14.8,
Buyer  shall acquire the Assets in an "AS IS, WHERE IS" condition
and  shall  assume  all risks that the Assets may  contain  waste
materials  (whether  toxic,  hazardous,  extremely  hazardous  or
otherwise)  or other adverse physical conditions, including,  but
not  limited  to, the presence of unknown abandoned oil  and  gas
wells,  water  wells, sumps, pits, pipelines or  other  waste  or
spill   sites  which  may  not  have  been  revealed  by  Buyer's
investigation.    On   and   after  the   Effective   Time,   all
responsibility  and  liability related to  all  such  conditions,
whether   known  or  unknown,  fixed  or  contingent,   will   be
transferred from Seller to Buyer, except as provided  in  Section
14.8.

14.6  DISPOSAL OF MATERIALS, SUBSTANCES AND WASTES:  Buyer  shall
properly  handle, remove, transport and dispose of any  material,
substance or waste (whether toxic, hazardous, extremely hazardous
or  otherwise)  from  the  Assets or Lands  (including,  but  not
limited  to, produced water, drilling fluids and other associated
wastes),  whether present before or after the Effective Time,  in
accordance  with  applicable local, state and  federal  laws  and
regulations.  To the extent that the Lands

                               25

<PAGE>

are  not  sold in fee to Buyer, Buyer shall keep records  of  the
types,  amounts and location of materials, substances and  wastes
which  are transported, handled, discharged, released or disposed
onsite and offsite.  When and if any lease, an interest in  which
has  been  assigned  pursuant to this Agreement,  is  terminated,
Buyer   shall   take  whatever  additional  testing,  assessment,
closure, reporting or remedial action with respect to the  Assets
or  Lands  as  is necessary to meet any local, state  or  federal
requirements   directed  at  protecting  human  health   or   the
environment  in  effect at that time, and  any  other  action  as
necessary  to  restore  the  Lands or Assets  to  their  original
condition.

     14.7 BUYER'S INDEMNITY:

          (a)   SUBJECT TO SECTION 14.8, AND (i) BEGINNING  ON  A
DATE  TWO  YEARS  FROM CLOSING, WITH RESPECT TO  ALL  LIABILITIES
DESCRIBED  HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT  TO
ALL  LIABILITIES NOT SUBJECT TO SECTION 14.8 BELOW,  BUYER  SHALL
INDEMNIFY,  HOLD  HARMLESS, RELEASE AND DEFEND  SELLER  FROM  AND
AGAINST  ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF  ACTION,
JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL
FINES,  PENALTIES,  COSTS OF ASSESSMENT,  CLEAN-UP,  REMOVAL  AND
REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES  FOR  THE
MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON  THE  LANDS)
BROUGHT  BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER  BODY  OF
FEDERAL,  STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF  ANY  PERSONAL
INJURY,  ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS  OF
PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES
(INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT
ANY  OF  THE  FOREGOING DIRECTLY OR INDIRECTLY IS  CAUSED  BY  OR
OTHERWISE  INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS  OR
LANDS,  WHETHER  CREATED  OR EXISTING BEFORE,  ON  OR  AFTER  THE
EFFECTIVE  TIME,  INCLUDING, BUT NOT LIMITED  TO,  THE  PRESENCE,
DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY
HAZARDOUS,  TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR  UNDER  THE
ASSETS OR THE LANDS.

          (b)   SUBJECT  TO SECTION 14.8, BUYER'S INDEMNIFICATION
OBLIGATIONS  SHALL EXTEND TO AND INCLUDE, BUT NOT BE  LIMITED  TO
(I)  THE  NEGLIGENCE OR OTHER FAULT OF SELLER,  BUYER  AND  THIRD
PARTIES,  WHETHER  SUCH NEGLIGENCE IS ACTIVE OR  PASSIVE,  GROSS,
JOINT,  SOLE  OR  CONCURRENT,  (II) SELLER'S  OR  BUYER'S  STRICT
LIABILITY,   AND   (III)  SELLER'S  OR  BUYER'S  LIABILITIES   OR
OBLIGATIONS  UNDER  THE  COMPREHENSIVE  ENVIRONMENTAL   RESPONSE,
COMPENSATION  AND  LIABILITY ACT OF 1980, AS AMENDED  (42  U.S.C.
Sections  9601 ET.  SEQ.), THE RESOURCE CONSERVATION AND RECOVERY
ACT  OF 1976 (42 U.S.C. SECTION 6901 ET.  SEQ.), THE CLEAN  WATER
ACT  (33 U.S.C. SECTIONS 466 ET.  SEQ.), THE SAFE DRINKING  WATER
ACT  (14  U.S.C.  SECTIONS  1401-1450), THE  HAZARDOUS  MATERIALS
TRANSPORTATION ACT (49 U.S.C. SECTIONS 1801 ET. SEQ.), THE  TOXIC
SUBSTANCES CONTROL ACT (15 U.S.C. SECTIONS 2601-2629), THE  CLEAN
AIR  ACT (42 U.S.C. SECTION 7401 ET.  SEQ,) AS AMENDED, THE CLEAN
AIR  ACT AMENDMENTS OF 1990 AND ALL STATE AND LOCAL LAWS AND  ANY
REPLACEMENT OR SUCCESSOR LEGISLATION OR

                               26

<PAGE>

REGULATION THERETO.  THIS INDEMNIFICATION SHALL BE IN ADDITION TO
ANY  OTHER INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT,  AND
IT  IS  EXPRESSLY UNDERSTOOD AND AGREED THAT ANY  TERMS  OF  THIS
ARTICLE SHALL CONTROL OVER ANY CONFLICTING OR CONTRADICTING TERMS
OR PROVISIONS CONTAINED IN THIS AGREEMENT.

     14.8 SELLER'S INDEMNITY:

          (a)        SUBJECT  TO  THE  TERMS  AND  PROVISIONS  OF
SECTIONS 14.7 AND 15.7 OF THIS AGREEMENT, AND WITH RESPECT TO ANY
CLAIM  DESCRIBED IN THIS SECTION 13.8(a), WRITTEN NOTICE OF WHICH
BUYER  HAS  GIVEN SELLER WITHIN A TWO-YEAR PERIOD  FOLLOWING  THE
CLOSING DATE, SELLER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE  AND
DEFEND  BUYER FROM AND AGAINST DAMAGES, LOSSES, CLAIMS,  DEMANDS,
CAUSES  OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING  BUT  NOT
LIMITED  TO  ANY  CIVIL  FINES, PENALTIES, COSTS  OF  ASSESSMENT,
CLEAN-UP,  REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION,
AND  EXPENSES  FOR  THE MODIFICATION, REPAIR  OR  REPLACEMENT  OF
FACILITIES ON THE LANDS BUT ONLY TO THE EXTENT SUCH ITEMS  EXCEED
$1  MILLION) BUT ONLY IF  BROUGHT BY ANY AGENCY OR OTHER BODY  OF
FEDERAL,  STATE  OR LOCAL GOVERNMENT OR A THIRD PARTY,  WHICH  IS
ENTIRELY  UNAFFILIATED  WITH  BUYER,  ON  ACCOUNT  OF  CLAIM   OR
VIOLATION  OF ANY ENVIRONMENTAL LAW OR REGULATION TO  THE  EXTENT
ANY  OF  THE  FOREGOING DIRECTLY OR INDIRECTLY IS  CAUSED  BY  OR
OTHERWISE  INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS  OR
LANDS,  CREATED OR EXISTING BEFORE THE EFFECTIVE TIME, AND  WHICH
CONSTITUTES  A  VIOLATION  OF APPLICABLE  ENVIRONMENTAL  LAWS  IN
EFFECT  AS OF THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED  TO,
THE  PRESENCE,  DISPOSAL  OR RELEASE  OF  ANY  MATERIAL  (WHETHER
HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF  ANY  KIND
IN, ON OR UNDER THE ASSETS OR THE LANDS.

          (b)   SELLER'S INDEMNIFICATION OBLIGATIONS SHALL EXTEND
TO AND INCLUDE, BUT NOT BE LIMITED TO (I) THE NEGLIGENCE OR OTHER
FAULT OF SELLER, BUYER AND THIRD PARTIES, WHETHER SUCH NEGLIGENCE
IS  ACTIVE  OR  PASSIVE, GROSS, JOINT, SOLE OR  CONCURRENT,  (II)
SELLER'S  OR  BUYER'S  STRICT LIABILITY, AND  (III)  SELLER'S  OR
BUYER'S   LIABILITIES  OR  OBLIGATIONS  UNDER  THE  COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT  OF  1980,
AS  AMENDED  (42  U.S.C. SECTIONS 9601 ET.  SEQ.),  THE  RESOURCE
CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901 ET.
SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTIONS 466 ET. SEQ.), THE
SAFE  DRINKING  WATER  ACT  (14 U.S.C. SECTIONS  1401-1450),  THE
HAZARDOUS  MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTIONS  1801
ET.   SEQ.),   THE  TOXIC  SUBSTANCES  CONTROL  ACT  (15   U.S.C.
SECTIONS  2601-2629), THE CLEAN AIR ACT (42 U.S.C.  SECTION  7401
ET.  SEQ.) AS AMENDED, THE CLEAN AIR ACT AMENDMENTS OF  1990  AND
ALL  STATE  AND LOCAL LAWS, AS IN EFFECT AS OF THE DATE  OF  THIS
AGREEMENT.   THIS  INDEMNIFICATION SHALL BE IN  ADDITION  TO  ANY
OTHER INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT, AND IT IS
EXPRESSLY

                               27

<PAGE>

UNDERSTOOD  AND  AGREED  THAT ANY TERMS  OF  THIS  ARTICLE  SHALL
CONTROL OVER ANY CONFLICTING OR CONTRADICTING TERMS OR PROVISIONS
CONTAINED IN THIS AGREEMENT.

          (c)   SELLER'S  INDEMNIFICATION  SHALL  NOT  EXTEND  TO
MATTERS OR CONDITIONS (i) FOR WHICH AN ADJUSTMENT OF THE PURCHASE
PRICE WAS MADE, OR (ii) WHICH WERE DISCLOSED TO OR KNOWN BY BUYER
ON OR BEFORE BUYER'S EXECUTION OF THIS AGREEMENT.

     14.9 REDUCTION.  There shall be no reduction in the Purchase
Price  under  Section  7.2 unless Seller's share  of  a  proposed
reduction  as  to  any single incident exceeds  $50,000.00;  this
shall  be  determined  on  an incident  by  incident  basis.   In
addition,  if  Seller's  share of the  proposed  reduction  under
Section  7.2 as to any single incident exceeds $50,000.00,  there
shall  be no reduction in the Purchase Price until such  time  as
the  total  of  these  excess amounts (over  $50,000.00)  exceeds
$500,000.00.  Seller's indemnity under Section 14.8 shall not  be
applicable  until such time as Seller's share of liability  under
Section 14.8 exceeds $1,000,000.00.

                           ARTICLE XV
                         MISCELLANEOUS

     15.1  CERTAIN GOVERNMENTAL CONSENTS.  At the Closing, Seller
shall  execute and deliver to Buyer such assignments  of  Federal
and  State leases as require consent to assignment, on the  forms
required  by the governmental agency having jurisdiction thereof.
Seller  and  Buyer will use reasonable efforts after  Closing  to
obtain approval of such assignments.

     15.2  PUBLIC ANNOUNCEMENTS.  The parties hereto  agree  that
prior to making any public announcement or statement with respect
to  the  transaction  contemplated by this Agreement,  the  party
desiring  to  make  such public announcement or  statement  shall
consult  with  the  other  party hereto and  exercise  reasonable
efforts to (i) agree upon the text of a joint public announcement
or  statement to be made by both of such parties or  (ii)  obtain
approval  of  the  other party hereto to the  text  of  a  public
announcement or statement to be made solely by Seller  or  Buyer,
as the case may be.  Nothing contained in this paragraph shall be
construed to require either party to obtain approval of the other
party  hereto  to  disclose  information  with  respect  to   the
transaction  contemplated  by this  Agreement  to  any  state  or
federal  governmental authority or agency to the extent  required
by  applicable  law  or by any applicable rules,  regulations  or
orders   of   any   governmental  authority  or   agency   having
jurisdiction  or necessary to comply with disclosure requirements
of  any major stock exchange and applicable securities laws .

        15.3  FILING AND RECORDING OF ASSIGNMENTS, ETC.  Buyer  shall  be
solely  responsible for all filings and recording of  assignments
and  other  documents  related to the Assets  and  for  all  fees
connected  therewith, and upon request Buyer shall advise  Seller
of the pertinent recording data.  Seller shall not be responsible
for  any  loss  to Buyer because of Buyer's failure  to  file  or
record  documents  correctly or promptly.  Buyer  shall  promptly
file  all  appropriate forms, declarations or bonds with Federal,
State   and  Indian  agencies  relative  to  its  assumption   of
operations  and Seller shall cooperate with Buyer  in  connection
with such filings.

                               28

<PAGE>

     15.4   ASSUMPTION  AND  INDEMNITY.   SUBJECT  TO  THE  OTHER
PROVISIONS  HEREIN,  BUYER SHALL ASSUME ALL  RISK  OF  LOSS  WITH
RESPECT  TO  ANY CHANGE IN THE CONDITION OF THE ASSETS  FROM  AND
AFTER THE EFFECTIVE TIME (EVEN THOUGH DUE IN WHOLE OR IN PART  TO
SELLER'S  NEGLIGENCE).  BUYER AGREES TO ASSUME AND PAY,  PERFORM,
FULFILL  AND  DISCHARGE ALL ASSUMED OBLIGATIONS,  AND  AGREES  TO
INDEMNIFY,  DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST  ANY
AND  ALL  CLAIMS,  LOSSES, DAMAGES, COSTS,  EXPENSES,  CAUSES  OF
ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO  ALL
LIABILITIES  AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES
AND  OBLIGATIONS ATTRIBUTABLE TO OR ARISING OUT  OF  THE  ASSUMED
OBLIGATIONS,   INCLUDING,  WITHOUT  LIMITATION,   ANY   INTEREST,
PENALTY,  REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES
INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF.  TO  THE
EXTENT  NOT  INCLUDED IN ASSUMED OBLIGATIONS AND SUBJECT  TO  THE
OTHER  PROVISIONS HEREIN, SELLER AGREES TO PAY, PERFORM,  FULFILL
AND  DISCHARGE  ALL COSTS, EXPENSES AND LIABILITIES  INCURRED  BY
SELLER  WITH  RESPECT TO THE OWNERSHIP OR OPERATION  OF  SELLER'S
INTEREST  IN THE ASSETS AND ACCRUING PRIOR TO THE EFFECTIVE  TIME
EVEN  THOUGH  ASSERTED AFTER THE EFFECTIVE TIME,  AND  AGREES  TO
INDEMNIFY,  DEFEND AND HOLD BUYER HARMLESS FROM AND  AGAINST  ANY
AND  ALL  CLAIMS,  LOSSES, DAMAGES, COSTS,  EXPENSES,  CAUSES  OF
ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO  ALL
LIABILITIES  AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES
AND   OBLIGATIONS  ATTRIBUTABLE  TO  OR  ARISING  OUT   OF   SUCH
OBLIGATIONS   OF  SELLER,  INCLUDING,  WITHOUT  LIMITATION,   ANY
INTEREST, PENALTY, REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND
EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF.
FOR  EXAMPLE, WITH RESPECT TO OPERATIONS COMMITTED TO  BY  SELLER
AND  COMMENCED  PRIOR TO THE EFFECTIVE TIME,  BUT  NOT  COMPLETED
UNTIL  AFTER THE EFFECTIVE TIME, THE COSTS ACCRUING WITH  RESPECT
THERETO  PRIOR  TO THE EFFECTIVE TIME SHALL BE THE OBLIGATION  OF
SELLER  AND  THE  COSTS ACCRUING WITH RESPECT THERETO  AFTER  THE
EFFECTIVE  TIME  SHALL  BE  THE  OBLIGATION  OF  BUYER.   WITHOUT
LIMITING    THE    PARTIES'   RESPECTIVE    REPRESENTATIONS    IN
SECTIONS  4.1(f) AND 5.1(f) HEREOF, EACH PARTY HEREBY  AGREES  TO
INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND AGAINST ANY  CLAIM
FOR  A BROKERAGE OR FINDER'S FEE OR COMMISSION IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
TO  THE EXTENT SUCH CLAIM ARISES FROM OR, IS ATTRIBUTABLE TO  THE
ACTIONS   OF   SUCH   INDEMNIFYING  PARTY,   INCLUDING,   WITHOUT
LIMITATION,  ANY AND ALL LOSSES, DAMAGES, ATTORNEY'S FEES,  COSTS
AND  EXPENSES OF ANY KIND OR CHARACTER ARISING OUT OF OR INCURRED
IN CONNECTION WITH ANY SUCH CLAIM OR DEFENDING AGAINST THE SAME.

     15.5 FURTHER ASSURANCES AND RECORDS

                               29

<PAGE>

          (a)   After  the  Closing, each  of  the  parties  will
execute,  acknowledge  and  deliver to  the  other  such  further
instruments,  and  take such other action, as may  be  reasonably
requested  in order to more effectively assure to said party  all
of the respective properties, rights, titles, interests, estates,
and  privileges intended to be assigned, delivered or inuring  to
the  benefit  of  such party in consummation of the  transactions
contemplated hereby.

          (b)  Buyer agrees to maintain the files and records  of
Seller  that  are acquired pursuant to this Agreement  until  the
tenth  (10th) anniversary of the Closing Date (or for such longer
period of time as Seller shall advise Buyer is necessary in order
to  have  records available with respect to open  years  for  tax
audit  purposes), or, if any of such records pertain to any claim
or dispute pending on the tenth (10th) anniversary of the Closing
Date,  Buyer  shall  maintain any of such records  designated  by
Seller  until such claim or dispute is finally resolved  and  the
time  for  all  appeals has been exhausted.  Buyer shall  provide
Seller and its representatives reasonable access to and the right
to  copy such files and records for the purposes of (i) preparing
and  delivering any accounting provided for under this  Agreement
and  adjusting,  prorating and settling the charges  and  credits
provided for in this Agreement, (ii) complying with any law, rule
or  regulation affecting Seller's interest in the Assets prior to
the  Closing  Date, (iii) preparing any audit of  the  books  and
records of any third party relating to Seller's interest  in  the
Assets  prior  to the Closing Date, or responding  to  any  audit
prepared  by such third parties, (iv) preparing tax returns,  (v)
responding  to  or  disputing any tax audit  or  (vi)  asserting,
defending  or  otherwise dealing with any claim or dispute  under
this  Agreement.  In no event shall Buyer destroy any such  files
and records without giving Seller sixty (60) days advance written
notice  thereof  and  the opportunity, at  Seller's  expense,  to
obtain such files and records prior to their destruction.

          (c)   Buyer  agrees that, as soon as practicable  after
the  Closing, it will remove or cause to be removed the names and
marks  used by Seller and all variations and derivatives  thereof
and   logos  relating  thereto  from  the  Assets  and  will  not
thereafter  make  any  use whatsoever of such  names,  marks  and
logos.

          (d)   To  the  extent not obtained or satisfied  as  of
Closing, Seller agrees to continue to use reasonable efforts, but
without any obligation to incur any cost or expense in connection
therewith,  and to cooperate with Buyer's efforts to  obtain  for
Buyer  (i)  access  to files, records and data  relating  to  the
Assets  in the possession of third parties; (ii) access to  wells
constituting a part of the Assets operated by third  parties  for
purposes   of   inspecting  same;  and  (iii)   the   waiver   of
confidentiality  or other restrictions on the  review  by  and/or
transfer  to Buyer of seismic, geophysical, engineering or  other
data pertaining to the Subject Interests.

        15.6 LIMITATIONS.  The express representations and warranties  of
Seller contained in this Agreement (i) are made by  Seller solely
with  respect  to  Assets owned by  Seller, (ii) are  enforceable
against the owner of the respective Assets and are not a joint or
collective liability and (iii) are exclusive and are in  lieu  of
all  other  representations and warranties, express,  implied  or
statutory,  including  without limitation any  representation  or
warranty  with  respect to title to the Assets  or  the  quality,
quantity  or  volume  of  the  reserves  of  oil,  gas  or  other
Hydrocarbons  in  or  under  the  Subject  Interests  and  unless
specifically  provided otherwise in this Agreement, such  express
representations  and  warranties of  Seller  shall  terminate  at
Closing and be of no further force and effect.  The items

                               30

<PAGE>

of  personal  property,  equipment,  fixtures  and  appurtenances
conveyed  as part of the Assets are sold hereunder "AS IS,  WHERE
IS"  and  no  warranties  or  representations  of  any  kind   or
character, express or implied, including any warranty of quality,
merchantability, fitness for a particular purpose  or  condition,
are  given  by or on behalf of Seller.  THE WARRANTIES OF  SELLER
CONTAINED  IN  THIS AGREEMENT ARE EXCLUSIVE AND IN  LIEU  OF  ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, AND BUYER HEREBY WAIVES ALL
WARRANTIES,  EXPRESS  OR IMPLIED, INCLUDING, WITHOUT  LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE  OR  CONDITION.  BUYER ACKNOWLEDGES THAT SELLER  HAS  NOT
MADE,  AND  SELLER  HEREBY EXPRESSLY DISCLAIMS AND  NEGATES,  AND
BUYER  HEREBY  EXPRESSLY WAIVES, ANY REPRESENTATION OR  WARRANTY,
EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING
TO  (a)  PRODUCTION  RATES, RECOMPLETION  OPPORTUNITIES,  DECLINE
RATES,  GAS  BALANCING  INFORMATION OR THE QUALITY,  QUANTITY  OR
VOLUME  OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE  TO
THE  ASSETS, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY
INFORMATION,  DATA  OR  OTHER MATERIALS (WRITTEN  OR  ORAL)  NOW,
HERETOFORE  OR HEREAFTER FURNISHED TO BUYER BY OR  ON  BEHALF  OF
SELLER,  AND  (c)  THE  ENVIRONMENTAL CONDITION  OF  THE  ASSETS.
NOTWITHSTANDING  ANYTHING  TO  THE CONTRARY  IN  THIS  AGREEMENT,
SELLER  EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES,
AS  TO  PERSONAL, MOVABLE AND IMMOVABLE PROPERTY,  EQUIPMENT  AND
FIXTURES  CONSTITUTING A PART OF THE ASSETS (i)  ANY  IMPLIED  OR
EXPRESS  WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS
WARRANTY  OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY  IMPLIED
OR  EXPRESS  WARRANTY  OF  CONFORMITY TO  MODELS  OR  SAMPLES  OF
MATERIALS,  (iv)  ANY  RIGHTS  OF  PURCHASERS  UNDER  APPROPRIATE
STATUTES  TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN  OF  THE
PURCHASE  PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY  OF  FREEDOM
FROM VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, AND (vi) ANY AND
ALL  IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW  AND  (vii)
ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE
RELEASE  OF MATERIALS INTO THE ENVIRONMENT OR PROTECTION  OF  THE
ENVIRONMENT  OR HEALTH, IT BEING THE EXPRESS INTENTION  OF  BUYER
AND  SELLER  THAT  (EXCEPT TO THE EXTENT  EXPRESSLY  PROVIDED  IN
ARTICLE  IV)  THE  REAL  PROPERTY,  IMMOVABLE  PROPERTY,  MOVABLE
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND  PERSONAL
PROPERTY  SHALL BE CONVEYED TO BUYER AS IS AND IN  THEIR  PRESENT
CONDITION  AND  STATE OF REPAIR, AND BUYER REPRESENTS  TO  SELLER
THAT  BUYER  HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS  WITH
RESPECT   TO  THE  REAL  PROPERTY,  IMMOVABLE  PROPERTY,  MOVABLE
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND  PERSONAL
PROPERTY  AS  BUYER DEEMS APPROPRIATE AND BUYER WILL  ACCEPT  THE
REAL  PROPERTY, IMMOVABLE PROPERTY, MOVABLE PROPERTY,  EQUIPMENT,
INVENTORY, MACHINERY, FIXTURES AND PERSONAL PROPERTY  AS  IS,  IN
THEIR PRESENT CONDITION AND STATE OF REPAIR, IT BEING THE EXPRESS
INTENTION  OF  BOTH BUYER AND SELLER THAT THE PERSONAL  PROPERTY,
EQUIPMENT  AND  FIXTURES INCLUDED WITHIN THE  ASSETS  ARE  HEREBY
CONVEYED TO BUYER IN

                               31

<PAGE>

THEIR  PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND  "WHERE
IS" WITH ALL FAULTS, AND THAT BUYER HAS MADE OR CAUSED TO BE MADE
SUCH  INSPECTIONS AS BUYER DEEMS APPROPRIATE.  SELLER  AND  BUYER
AGREE  THAT,  TO  THE  EXTENT REQUIRED BY APPLICABLE  LAW  TO  BE
EFFECTIVE,  THE  DISCLAIMERS OF CERTAIN WARRANTIES  CONTAINED  IN
THIS  SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE  PURPOSES  OF
ANY  APPLICABLE  LAW,  RULE  OR ORDER.   To  the  maximum  extent
permitted  by  law,  Buyer  waives all provisions  of  the  Texas
Deceptive  Trade  Practices Act, Chapter 17, Texas  Business  and
Commerce  Code (other than Section 17.555 thereof)  and,  to  the
extent permitted by law, similar such provisions in like Acts  in
all other applicable jurisdictions, insofar as the provisions  of
such  act may be applicable to this Agreement or the transactions
contemplated  hereby.   To evidence its  ability  to  grant  such
waiver,  Buyer hereby represents and warrants to Seller that  the
Buyer (i) is seeking or acquiring, by purchase or lease, goods or
services  for commercial or business use, (ii) has assets  of  $5
million  or more according to its most recent financial statement
prepared  in  accordance  with  GAAP,  (iii)  has  knowledge  and
experience  in financial and business matters that enable  it  to
evaluate  the  merits  and risks of the transaction  contemplated
hereby  and  (iv) is not in a significantly disparate  bargaining
position.  Seller makes no representation or warranty, express or
implied with respect to whether any of the Subject Interests  are
qualified  for, or whether Buyer might be qualified to take,  tax
credits  under  Section  29  of the Internal  Revenue  Code  with
respect to production from the Subject Interests.

     15.7  SURVIVAL.   No representation, warranty,  covenant  or
agreement  made  herein  shall  survive  the  Closing  except  as
provided  in this Section 15.7. It is expressly agreed  that  the
terms  and provisions of Articles I, III, IV, V, VIII, XII, XIII,
and  XV  and Sections  6.3, 6.4, 7.1, Sections 14.1 through  14.7
and  Section  14.9,  shall survive the Closing.   The  terms  and
provisions of Section 14.8 shall expire according to its terms.

     15.8  GAS  IMBALANCE: Buyer acknowledges and agrees  to  the
following  regarding gas imbalances as of the Effective  Time  on
any of the Assets to be transferred pursuant to this Agreement:

        (a)   GAS  UNDERPRODUCTION:  In  the  event  Seller  is
underproduced  as to any wells located on the  Lands  or  if  any
amounts   are   owed  Seller  with  respect  to   any   pipeline,
transportation or processing imbalances, Buyer agrees not to hold
Seller  liable for such underproduction or such amounts.  Seller,
however, agrees to assign to Buyer all of its contractual  rights
to make up such underproduction, and to recover all amounts owed.

        (b)  GAS OVERPRODUCTION:  In the event Seller is overproduced  as
to  any wells located on the Lands or if any amounts are due from
Seller with respect to any pipeline, transportation or processing
imbalances, Buyer acknowledges and agrees that its share  of  gas
from  any  such overproduced wells may at some point be curtailed
by  underproduced working interest owners and it may be  required
to  satisfy,  in kind or in value, such third party  transporters
and  processors for such imbalances.  Seller shall not be  liable
to  Buyer in the event such curtailment occurs or satisfaction is
required.

                               32

<PAGE>

          (c)   GAS  BALANCING STATEMENTS: Seller  has  furnished
Buyer  with statements in its possession showing the most current
status  of  the before mentioned imbalances and these  statements
are summarized in EXHIBIT M.

          (d)   FUTURE  LIABILITY:  From and after the  Effective
Time,  any  and  all benefits, liabilities associated  with  such
imbalance  accounts shall accrue to and be the responsibility  of
Buyer.  Buyer shall assume Seller's overproduced or underproduced
position  in  the Assets as of the Effective Time, including  but
not limited to Buyer's responsibility for payment of royalties on
the  volume  of  such  gas which Seller took  in  excess  of  its
entitlement and any obligation to balance whether in cash  or  in
kind.   Except as provided in Section 17.9(e), there shall be  no
adjustment  to  the Purchase Price as a result of  the  imbalance
accounts attributable to the Assets.

          (e)   ADJUSTMENT TO PURCHASE PRICE: In the event either
Seller  or  Buyer determines no later than sixty (60) days  after
the  Closing  Date  that a "material" error  was  made  with  the
imbalance  account  set forth in EXHIBIT M  or  that  a  material
change (either increase or decrease) exists between the imbalance
represented  in EXHIBIT M and the imbalance as of  the  Effective
Time  in  such  an account, the  adjustments under  Section  3.2,
shall  be adjusted to compensate for the economic impact  of  the
error or change.  Such an error or change is material only if the
total  difference in the value of the imbalance accounts  as  set
forth  in EXHIBIT M and the correct or changed imbalance accounts
exceeds  ten percent (10%) of the value of the imbalance accounts
as set forth in EXHIBIT M, but in no event less than $100,000.00.
For  the  purposes  of this Section only, the value  of  such  an
imbalance  account adjustment shall be calculated by  multiplying
the  applicable  volume  of gas by $2.50 per  MMBtu  which  shall
represent the value of such imbalance and then making appropriate
adjustments for royalties and severance taxes and similar  taxes,
if any, actually paid on such amount or which will be required to
be paid.  The Purchase Price shall be reduced or increased by the
adjustments for such gas imbalance changes on the  Effective Time
for  material  errors  discovered prior to the   Effective  Time.
Adjustments for material errors discovered after the Closing Date
shall  be  included in a final settlement statement  as  provided
herein.

     15.9 SIGNATURE OF KLT INC.  This Agreement for Purchase  and
Sale  is  executed by KLT Inc. solely for the purposes of Article
XIV and 15.4 and for no other purpose.

     15.10      NOTICES.  All notices authorized or  required  by
any  of  the  provisions  of  this  Agreement,  unless  otherwise
specifically  provided,  shall be in  writing  and  delivered  in
person  or  by  United  States mail, courier  service,  telegram,
telex,  telecopier,  or any other form of facsimile,  postage  or
charges  prepaid, and addressed to the parties at  the  addresses
set forth below:

        If to Seller:  Apache Canyon Gas, L.L.C.
                       10740 Nall, Suite 230
                       Overland Park, KS 66211
                       Telephone No.: 913-967-4304
                       Telecopy No.: 913-967-4340
                       Attention:  President

                       33
<PAGE>


         If to Buyer:  Evergreen Resources, Inc.
                       1401 17th Street, Suite 1200
                       Denver, Colorado 80202
                       Attention:  President
                       Telecopy  No.: (303) 295-7895

Any  party  may,  by written notice so delivered  to  the  other,
change the address to which delivery shall thereafter be made.

     15.11     INCIDENTAL EXPENSES.  Buyer shall bear and pay any
and  all  Federal, State or local Transfer Taxes  as  defined  in
Section  12.2(b) hereof incident to the transfer,  assignment  or
other  conveyance of the Assets to Buyer.  Each party shall  bear
its  own  respective  expenses incurred in  connection  with  the
Closing of this transaction, including its own consultants' fees,
attorneys' fees, accountants' fees, and other similar  costs  and
expenses.

     15.12      ENTIRE AGREEMENT.  Except for the Confidentiality
Agreement referenced in Section 6.3, this Agreement embodies  the
entire  agreement  between  the parties  (superseding  all  prior
agreements,  arrangements  and  understandings  related  to   the
subject   matter  hereof),  and  may  be  supplemented,  altered,
amended,  modified or revoked by writing only, signed by  all  of
the  parties  hereto.   No  supplement, amendment,  modification,
waiver  or termination of this Agreement shall be binding  unless
in  writing  and executed by both parties hereto.   The  headings
herein are for convenience only and shall have no significance in
the interpretation hereof.

     15.13     GOVERNING LAW.  Except for matters of title to the
Subject  Interests or their transfer, which shall be governed  by
the  law of their situs, this Agreement shall be governed by  and
interpreted in accordance with the laws of the State of  Colorado
without  regard  for  any  conflict of laws  or  choice  of  laws
principles  that would permit or require the application  of  the
laws of any other jurisdiction.

     15.14     EXHIBITS.  All Exhibits and Schedules hereto which
are  referred  to  herein  are hereby  made  a  part  hereof  and
incorporated herein by reference.

     15.15     CERTAIN  TERMS.  As used in this Agreement,  the  term
"knowledge"  means actual knowledge of any fact, circumstance  or
condition  by the officers or management employees of  the  party
involved  at a supervisory or higher level, but does not  include
(i)  knowledge  imputed  to  the  party  involved  by  reason  of
knowledge  of or notice to any person, firm or corporation  other
than  its officers or employees at a supervisory or higher  level
or  (ii)  knowledge deemed to have been constructively  given  by
reason  of any filing, registration or recording of any  document
or  instrument  in  any  public record or with  any  governmental
entity.   As  used  in this Agreement, the term "day"  means  any
calendar day, and the term "business day" means any day exclusive
of Saturdays, Sundays and national holidays.

     15.16       INTERIM   ACCOUNTING,  PAYMENT  AND   COLLECTION
SERVICES.   Buyer  and  Seller agree  to  cooperate  to  transfer
financial  accounting  services for the  Assets  as  promptly  as
practicable after  the Effective Time.

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<PAGE>

     15.17      COUNTERPARTS.  This Agreement may be executed  in
any  number of counterparts, and each and every counterpart shall
be deemed for all purposes one (1) agreement.

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

     15.19      BINDING,  EFFECT;  ASSIGNMENT.   All  the  terms,
provisions, covenants, representations, warranties and conditions
of  this Agreement shall be binding upon and inure to the benefit
of  and be enforceable by the parties hereto and their respective
successors;  but  this Agreement and the rights  and  obligations
hereunder  shall not be assignable or delegable by Buyer  without
the  express  written  consent  of  Seller.   Any  assignment  or
delegation without such consent will be void.  In addition to its
rights  under  Section 10.1(g), Seller shall have  the  right  to
transfer  its  rights and obligations hereunder  without  Buyer's
consent  so  long as such transferee is capable of delivering  to
Buyer  the same title Seller is capable of delivering and  Seller
remains  liable  for  its  warranties  and  representation   made
hereunder  to the same extent Seller would have been  liable  had
such transfer not  been made.

     15.20      NO  RECORDATION.  Without  limiting  any  party's
right to file suit to enforce its rights under this Agreement and
except  as to those portions of this Agreement set forth  in  the
Assignment,  Bill of Sale and Conveyance, EXHIBIT C,   Buyer  and
Seller  expressly covenant and agree not to record  or  place  of
record this Agreement or any copy or memorandum hereof.

     15.21   INDEPENDENT INVESTIGATION.  Buyer represents  and
acknowledges that it is knowledgeable of the oil and gas business
and  of  the usual and customary practices of producers  such  as
Seller and that it has had access to the Assets, the offices  and
employees  of Seller, and the books, records and files of  Seller
relating  to the Assets and in making the decision to enter  into
this  Agreement  and  consummate  the  transactions  contemplated
hereby,  Buyer  has  relied  solely  on  the  basis  of  its  own
independent  due diligence investigation of the Assets  and  upon
the   representations  and  warranties  made   in   Article   IV.
Accordingly,  Buyer acknowledges that Seller has  not  made,  and
Seller  hereby expressly disclaims and negates any representation
or   warranty  (other  than  those  express  representations  and
warranties made in Article IV), express, implied, at common  law,
by statute or otherwise, relating to the Assets.

     15.22      TERMINATION.  In the event the  total  amount  of
adjustments  to the Purchase Price under Sections  7.2  and  14.4
exceeds  twenty-five percent (25%) of the Purchase Price,  either
party  may terminate this Agreement by notifying the other  party
of  its intention to terminate on or before the Closing Date  and
in  the event of such termination, neither Seller nor Buyer shall
be under any


                               35
<PAGE>

obligation to the other with regard to the purchase and sale of
any of the Assets or Subject Interests, such termination to be
without liability to either party.

     15.23      COSTS.   Each  party shall  pay  its  own  costs,
including  fees and expenses of its own counsel and  accountants,
in  connection  with  the purchase and sale  of  the  Properties.
Seller  shall discharge all Encumbrances other than the Permitted
Encumbrances.   Seller  shall pay all sales  and  other  transfer
taxes,  if  any,  incurred  in connection  with  the  transaction
contemplated by this Agreement.  Buyer shall pay all documentary,
filing and recording fees.

     15.24      NO  THIRD PARTY BENEFICIARIES.  Nothing  in  this
Agreement shall entitle any Person, other than the parties hereto
or  their  respective permitted successors and  assigns,  to  any
claim, cause of action, remedy or right of any kind.

     15.25     LIABILITIES OF THE PARTIES.  The liability of  the
parties  shall be several, not joint or collective.   Each  party
shall  be  responsible only for its obligations.  It is  not  the
intention  of the parties to create, nor shall this agreement  be
construed  as  creating,  a  mining or other  partnership,  joint
venture,  agency relationship or association, or  to  render  the
parties  liable  as  partners, co-venturers, or  principals.   In
their relations with each other under this agreement, the parties
shall  not  be  considered fiduciaries or to have  established  a
confidential relationship but rather shall be free to act  on  an
arm's-length  basis  in  accordance  with  their  own  respective
interest.

     15.26       JURISDICTION   AND  VENUE.    ALL   ACTIONS   OR
PROCEEDINGS  WITH RESPECT TO, ARISING DIRECTLY OR  INDIRECTLY  IN
CONNECTION  WITH, OUT OF, RELATED TO, OR FROM THIS AGREEMENT  MAY
BE  LITIGATED  ON IN STATE OR FEDERAL COURTS IN COLORADO.   BUYER
AND  SELLER  HEREBY SUBMIT TO THE JURISDICTION OF  ANY  STATE  OR
FEDERAL  COURT  LOCATED IN COLORADO, AND EACH HEREBY  WAIVES  ANY
RIGHTS  IT  MAY  HAVE TO TRANSFER OR CHANGE THE  JURISDICTION  OR
VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE OTHER.

     15.27      WAIVER OR RIGHTS TO JURY TRIAL.  BUYER AND SELLER
HEREBY  KNOWINGLY, VOLUNTARILY, INTENTIONALLY,  IRREVOCABLY,  AND
UNCONDITIONALLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY  ACTION,
SUIT,  OR  PROCEEDING,  COUNTERCLAIM, OR  OTHER  LITIGATION  THAT
RELATES  TO  OR ARISES OUT OF ANY OF THIS AGREEMENT OR  OTHERWISE
WITH  RESPECT  THERETO.   THE  PROVISIONS  OF  THIS  SECTION  ARE
MATERIAL INDUCEMENT FOR SELLER ENTERING INTO THIS AGREEMENT.

                          ARTICLE XVI
                 CASUALTY LOSS AND CONDEMNATION

     16.1 NO TERMINATION.

          (a)        Buyer  shall assume all risk  of  loss  with
respect  to, and any change in the condition of, the Assets  from
the  Effective  Time  until Closing for production  of  oil,  gas
and/or other

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<PAGE>

hydrocarbons through depletion (including the watering-out of any
well, collapsed casing or sand infiltration of any well) and  the
depreciation of personal property due to ordinary wear and tear.

          (b)   If  after  the Effective Time and  prior  to  the
Closing  any  part of the Assets shall be destroyed  by  fire  or
other  casualty or if any part of the Assets shall  be  taken  in
condemnation  or  under  the  right  of  eminent  domain  or   if
proceedings  for  such purposes shall be pending  or  threatened,
this   Agreement   shall  remain  in  full   force   and   effect
notwithstanding any such destruction, taking or proceeding or the
threat thereof.

     16.2  PROCEEDS  AND  AWARDS.   In  the  event  of  any  loss
described  in  Section 16.1(b), Seller shall either  (i)  at  the
Closing  pay to Buyer all sums paid to Seller by reason  of  such
destruction  less any costs and expenses incurred  by  Seller  in
collecting  same, or (ii) commit, use, or apply such  sums  (less
any costs and expenses incurred by Seller in collecting same)  to
repair, restore or replace such damaged or taken Assets.  To  the
extent  the  insurance  proceeds, condemnation  awards  or  other
payments  are not committed, used or applied by Seller  prior  to
the  Closing Date to repair, restore or replace such  damaged  or
taken  Assets, Seller shall at the Closing pay to Buyer all  sums
paid to Seller by reason of such destruction or taking, less  any
costs  and  expenses incurred by Seller in collecting  same.   In
addition and to the extent such proceeds, awards or payments have
not  been  committed,  used  or  applied  by  Seller  in  repair,
restoration  or  replacement as aforesaid, Seller  shall  assign,
transfer  and  set  over  unto Buyer,  without  recourse  against
Seller, all of the right, title and interest of Seller in and  to
any  claims  against third parties with respect to the  event  or
circumstance causing such loss and any unpaid insurance proceeds,
condemnation  awards  or  other  payments  arising  out  of  such
destruction  or taking, less any costs and expenses  incurred  by
Seller  in  collecting  same.  Any such  funds  which  have  been
committed  by  Seller for repair, restoration or  replacement  as
aforesaid  shall  be  paid by Seller for  such  purposes  or,  at
Seller's  option, delivered to Buyer upon Seller's  receipt  from
Buyer  of adequate assurance and indemnity from Buyer that Seller
shall  incur  no  liability  or  expense  as  a  result  of  such
commitment.   Notwithstanding anything to the  contrary  in  this
Section 16.2, Seller shall not be obligated to carry or maintain,
and  shall  have  no obligation or liability  to  Buyer  for  its
failure to carry or maintain, any insurance coverage with respect
to any of the Assets, except as required by Section 9.1 (b).

                          ARTICLE XVII
                      DEFAULT AND REMEDIES

        17.1 SELLER'S REMEDIES.  Upon failure of Buyer to comply herewith
by  the  Closing  Date,  as  it may  be  extended  in  accordance
herewith,  Seller, at its sole option, may (i)  enforce  whatever
legal  or  equitable rights may be appropriate and applicable  in
Seller's  sole  discretion or (ii) terminate this Agreement,  all
other  remedies  (except as expressly retained in  Section  17.3)
being  expressly waived by Seller.  Upon failure of Buyer to  pay
the  Installment Payment when due (including extensions, if  any,
under  the Grace Period), Seller shall have the right to exercise
its  rights under the Note and Mortgage and to exercise any other
rights  to  which  it may be entitled under applicable  law.   In
addition, and not in lieu of any other remedies, Seller  has  the
right  to  retain,  free and clear of any  claim  by  Buyer,  all
amounts  previously  paid by Buyer to Seller, including,  without
limitation,  the  Initial Payment, proceeds from  the  Production
Payment  and  all consideration, if any, paid in connection  with
the Grace Period.

                               37

<PAGE>

     17.2  BUYER'S  REMEDIES.  Upon failure of Seller  to  comply
herewith by the Closing Date, as it may be extended in accordance
herewith, Buyer, at its sole option and as its sole and exclusive
remedy, may (i) bring an action for specific performance of  this
Agreement  or (ii) terminate this Agreement , all other  remedies
(except  as  expressly retained in Section 17.3) being  expressly
waived by Buyer.

     17.3   OTHER   REMEDIES.   Notwithstanding  the   foregoing,
termination  of  this  Agreement shall not  prejudice  or  impair
Buyer's  obligations under Sections 6.3 (and the  Confidentiality
Agreement  referenced  therein), 6.4 and 9.2(b)  and  such  other
portions  of  this Agreement as are necessary to the  enforcement
and  construction of Sections 6.3, 6.4 and 9.2(b). The prevailing
party  in  any legal proceeding brought under or to enforce  this
Agreement  shall be additionally entitled to recover court  costs
and reasonable attorney's fees from the non-prevailing party.

     17.4       NOTICE.  Notice of termination under this Article
XVII  or  under Section 15.22 shall be in writing  and  given  as
provided in Section 15.10.  The party receiving the notice  shall
have  30  days from receipt of such notice to cure of remedy  the
circumstance  giving  rise  to  the  termination  right  to   the
satisfaction of the party delivering such notice.



                    [signature page follows]

                               38

<PAGE>

     IN  WITNESS WHEREOF, the parties have caused this  Agreement
to  be executed by their duly authorized officers as of the  date
first above written.

                        APACHE CANYON GAS, L.L.C.,
                          a Delaware limited liability company
                        By:  KLT Inc., as designated director of KLT Gas,
                             Inc., sole member

                        By:     /s/Bruce B. Selkirk
                        Name:      Bruce B. Selkirk, III
                        Title:     Managing Director

                                                           "SELLER"



                        EVERGREEN RESOURCES, INC.,
                          a Colorado corporation

                        By:     /s/Mark S. Sexton
                        Name:      Mark S. Sexton
                        Title:     President and CEO

                                                            `BUYER"


                        KLT INC.
                          a Missouri corporation
                        Executed solely for the purpose of ARTICLE XIV
                        and Section 15.4

                        By:     /s/Bruce B. Selkirk
                        Name:      Bruce B. Selkirk, III
                        Title:     Managing Director


                               39