Exhibit 10(b)



                           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



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                      6

ARTICLE IV - SELLER'S REPRESENTATIONS                         8

ARTICLE V - BUYER'S REPRESENTATIONS                           9

ARTICLE VI - ACCESS TO INFORMATION AND INSPECTION            10

ARTICLE VII - TITLE                                          11

ARTICLE VIII - COVENANTS OF SELLER                           13

ARTICLE IX - CLOSING CONDITIONS                              14

ARTICLE X - CLOSING                                          16

ARTICLE XI - EFFECT OF CLOSING                               17

ARTICLE XII - SETTLEMENT OF PRORATIONS                       19

ARTICLE XIII - ENVIRONMENTAL                                 19

ARTICLE XIV - MISCELLANEOUS                                  22

ARTICLE XV - CASUALTY LOSS AND CONDEMNATION                  29

ARTICLE XVI - DEFAULT AND REMEDIES                           30


                               -i-


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EXHIBITS

A    Net Revenue and Working Interests in Subject Interests

A-1  Seller's Subject Interests

B    Purchase Price Allocation

C    Assignment, Bill of Sale and Conveyance

D    Excluded Assets

E    Material Contracts

F     - There is no Exhibit F to this Agreement -

G    Agency Agreement for Special Use Permits

H    Permitted Encumbrances / Contracts with affiliates

I    Amendment to State Terms of Series Share of Series A
     Redeemable Preferred Stock

J    Registration Rights Agreement

K    Litigation and Other Liabilities

L    There is no Exhibit L.

                              -ii-

<PAGE>

                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, 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.

                                1
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     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 Material Contracts 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
XIII.

     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 10.1.

     1.8  "Closing Date" is defined in Section 10.1.

     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 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.

                                2

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     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
11.2(d) of this Agreement) or legal records which directly relate
to  the  Assets; 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  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;

                                3

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          (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 interests in the firm transportation contracts
as  follows:  (1)  CIG  contract number  33053000,  and  (2)  CIG
contract number 33257000.

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

     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; (iv) the following Hydrocarbon sales,
purchase and exchange contracts: 33160000 and 33195000 both  with
CIG,  along  with  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

                                4

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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 XV 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 "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.

     1.18        "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, or (y)  for  which
Seller  is responsible for paying or releasing at Closing;

          (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,

                                5

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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;

          (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;

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

          (p)    the   Oil   and  Gas  Purchase  and   Processing
Agreements; and

          (q)   that  certain eight inch gathering line found  in
the  southwest  part  of "Lease No.  1 - Wet Canyon  Area,"  also
known  as  the  Weston Tract, as described in EXHIBIT  A  hereto,
servicing wells on the west-adjacent tract commonly known as  the
"Golden   Eagle   Tract"  and  connecting,  through   compression
facilities,  to  the  CIG pipeline, and all associated  equipment
related

                                6

<PAGE>

thereto  or  necessary for the operation thereof,  along  with  a
surface right-of-way, twenty feet in width running the length  of
said  gathering  line  with  the gathering  line,  as  nearly  as
possible, down the middle.


     1.19 "Property Taxes" is defined in Section 11.2.

     1.20 "Purchase Price" is defined in Section 3.1.

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

     1.22   "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.

     1.23 "Tax Period" is defined in Section 11.2.

     1.24 "Title Defect" is defined in Section 7.3.

     1.25 "Transfer Taxes" is defined in Section 11.2.

                           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
One  Hundred Forty-One Million Dollars ($U.S.141,000,000.00),  as
adjusted  in  Section 3.1(c) below, (the "Purchase Price").   The
cash portion of the Purchase Price, together with and subject  to
such adjustments, if any, as are expressly provided for elsewhere
in  this Agreement, shall be paid by Buyer to Seller by means  of
completed  Federal Funds transfers to Seller's account in  Apache
Canyon  Gas,  L.L.C.,  routing number 101000695,  account  number
9870964996  as  follows: (i) Thirty-five Million  Dollars  ($U.S.
35,000,000.00)  and  (ii)  subject to  Section  10.4,  Shares  of
Redeemable  Preferred Stock of Buyer with a  face  value  of  One
Hundred  Million  Dollars ($U.S.100,000,000.00) pursuant  to  the
provisions  set out in EXHIBIT I, ("Preferred Stock").   Also  at
Closing, subject to Section 10.4, and as a credit to the  payment
of   the  Purchase  Price,  Buyer  shall  deliver  to  Seller   a
certificate or certificates, registered in the name of the Seller

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or  its designee, evidencing ownership of shares of common  stock
of the Buyer aggregating Six Million Dollars ($US6,000,000.00) of
Buyer's  common  stock  (the  "Evergreen  Stock")  calculated  as
provided in (b) below.  The $6,000,000.00 in Evergreen Stock, the
Preferred  Stock,  and the $35,000,000.00 cash paid  at  Closing,
together, constitute the "Initial Payment."

          (b)   The  amount of Evergreen Stock to be included  in
the  Initial  Payment shall be calculated based  on  a  per-share
price  equal to the average closing price of the Evergreen  Stock
for  the fifteen trading day period ending the day prior  to  the
Closing.   The  Evergreen  Stock,  at  Closing,  shall   not   be
registered  and  shall  be initially restricted.   The  terms  of
Seller's holding of such stock shall be subject to the provisions
of EXHIBIT J.

          (c)   On December 29, 2000, the parties shall calculate
the  simple  arithmetic average of the settle  prices  for  NYMEX
natural  gas  futures contracts for the months of  January,  2001
through  December, 2001, as published in the December  27,  2000,
edition  of  THE  WALL STREET JOURNAL under the heading  "Natural
Gas, (NYM) 10,000 MMBtu.; $ per MMBtu's".  If such average equals
or  exceeds  $4.465  per MMBtu, then Buyer shall,  on  or  before
January 5, 2001, deliver to Seller a certificate or certificates,
registered  in the name of the Seller or its designee, evidencing
ownership of shares of common stock of the Buyer aggregating Four
Million  Dollars ($US4,000,000.00) of Buyer's common  stock  (the
Adjustment  Stock") calculated as provided in the next  sentence.
The  number  of  shares of Adjustment Stock shall  be  calculated
based on a per-share price equal to the average closing price  of
the  Adjustment Stock for the fifteen trading day  period  ending
the day prior to the date of delivery of the Adjustment Stock  to
Seller.   The  Adjustment  Stock,  when  issued,  shall  not   be
registered  and  shall  be initially restricted.   The  terms  of
Seller's  holding  of  such  stock  shall  be  subject,   MUTATIS
MUTANDIS,  to the provisions of EXHIBIT J.

          (d)   Notwithstanding anything set out herein,  if,  at
December  31,  2000,  the Redemption of the  Preferred  Stock  as
provided  in  Section 2.4 of the  Amendment to State  Terms,  set
forth in Exhibit I hereof (the "Amendment") has not occurred, the
Parties  shall make the following calculation:  Take the  sum  of
the  Dividends received pursuant to Section 2.1 of the  Amendment
(excluding,  however, any Dividends received associated  with  an
increase  in  Dividends  over  the initially  effective  dividend
amount of $95 per share per annum set forth in Section 2.1)  plus
the  actual  proceeds  received by  the  Seller  or  its  assigns
pursuant  to  that  certain production payment reserved  in  that
certain  conveyance  from Seller to Buyer set forth in Exhibit  C
("Production Payment") and covering certain Leases and  Lands  in
Las  Animas  County, Colorado.  If such sum does not  equal  what
Seller  would have received had it reserved a production  payment
equal  to the "Applicable Percentage", as defined below,  of  the
Hydrocarbons  attributable to such Leases and Lands  (instead  of
the  18.64% that it did reserve), assuming that Seller would have
been  paid  at  precisely the same average  rate  per  Mcf,  that
Seller,  in fact, received attributable to is Production  Payment
reserved in Exhibit C, then Buyer shall be obligated to pay a one-
time  payment  ("December Adjustment"), as an adjustment  to  the
Purchase  Price, to Seller equal to the difference  between  what
Seller  actually received and what it would have received had  it
reserved  only the Applicable Percentage production  payment  and
had  not  received,  and had not been entitled  to  receive,  any
dividend   hereunder  ("Theoretical  Production  Payment").    In
addition,  at  the time of the Redemption of the  last  share  of
Seller's  Preferred  Stock,  Buyer  and  Seller  shall  make  the
calculation, and Buyer shall be obligated to the payment, if such
results  from that calculation, as an adjustment to the  Purchase
Price  utilizing  the formula set out in the preceding  sentence,
but calculated from December

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31, 2000 through the date of the Redemption of the last share  of
Seller's  Preferred Stock ("Final Adjustment")  Buyer and  Seller
both recognize that actual proceeds of the Production Payment may
not be paid until the second month after the end of the month  in
which   production  occurred.   Accordingly,  upon  each  payment
required in this Section 3.1(d), the Buyer and Seller shall  meet
and  determine, in good faith, their best estimate of  what  cash
payments Seller is likely to receive from the Production Payment,
but  attributable to the particular time period  set  out  above,
after  the relevant date and take that sum into consideration  in
calculating  each  of  the  one-time  adjustments  provided   for
hereunder.  If Buyer and Seller cannot agree, then the average of
the  actual  proceeds received in the three calendar months  next
preceding the Adjustment (whether the December Adjustment or  the
Final  Adjustment) shall be used for making such  estimate.   The
Final  Adjustment  shall  be  made  contemporaneously  and  as  a
condition  of  the Redemption; provided, however, nothing  herein
shall  prohibit  Buyer from making the Redemption  of   the  last
share of Seller's Preferred Stock on or before December 31, 2000,
in  which  case there shall be only on Adjustment. The Buyer  and
Seller  shall meet within 120 days of each Adjustment to  make  a
final  determination  of  the correct  amount  of  each  one-time
dividend.  If, on the other hand, the Production Payment and  the
Dividends   paid  actually  exceed  the  Theoretical   Production
Payment,  then  Seller shall refund the excess amount  to  Buyer.
The  term  "Redemption" has the meaning ascribed  to  it  in  the
Amendment.

          (e)  As used above, the "Applicable Percentage" means:

          i.   Initially 59.47%.  The Applicable Percentage will remain
               59.47% if the preferential purchase right applicable to the
               Lorencito properties (as described under the terms of that
               certain Agreement for Purchase and Sale between Buyer and Seller
               of even date herewith) is NOT exercised by the holder thereof.

          ii.  If that preferential right is exercised by the holder
               thereof, then Buyer, within 10 days following the closing on the
               exercise of that preferential right,  shall make a Redemption of
               $20 million worth of Seller's Preferred Stock, and upon that
               Redemption, the Applicable Percentage shall be 56.8%.

     3.2  PURCHASE PRICE CREDITS.

          (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   plus
$150,000.00   ("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

                                9

<PAGE>

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  12.2
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 at the  location  of  the
Subject Interests, 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
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

                               10

<PAGE>

     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 Section 14.1, 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 14.4;

          (g)  Except as shown on EXHIBIT K  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;

          (h)   Except  as  shown on EXHIBIT  K  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,

                               11

<PAGE>

tax  credits under Section 29 of the Internal Revenue  Code  with
respect to production from the Subject Interests.

          (k)  Seller is not in breach or default, or to Seller's
knowledge, alleged to be in breach or default, under any  of  (i)
the  Oil and Gas Purchase and Processing Agreements, (ii) any  of
the  instruments creating or reserving the Subject Interests,  or
(iii)  any  other Material 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 (k) 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.

          (l)  There are no gas imbalances, other than imbalances
affecting the pipeline, on the Subject Interests.

          (m)   The  only consents to which the Subject Interests
or  the  Material  Contracts are subject  are  contained  in  the
transportation  agreements included in Incidental  Rights  or  as
otherwise set forth in Exhibit E.

          (n)  Seller (a) understands that the offer and sale of
the Evergreen Stock, the Preferred Stock and the Adjustment Stock
have not been and, subject the provisions of Exhibit J, will not
be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities laws, and that
such stock is being offered and sold in reliance upon federal and
state exemptions for transactions not involving any public
offering; (b) is acquiring such stock solely for its own account
for investment purposes and not with a view to the distribution
of such stock, and will not transfer any shares of such stock
without compliance with all applicable securities laws; (c) is an
"accredited investor," as that term is defined in Rule 501(a)
promulgated under the Securities Act; (d) is a sophisticated
investor with sufficient knowledge and experience in financial,
investment and business affairs to permit it to evaluate the
merits and risks involved in purchasing such stock and is able to
bear the economic risk and lack of liquidity inherent in holding
such stock for an indefinite period of time; and (e) has received
information concerning Buyer and has had the opportunity to ask
questions of, and receive answers from, Buyer and its
representatives concerning the business of Buyer and the terms of
the Evergreen Stock, the Preferred Stock and the Adjustment Stock
and to obtain additional information as desired in order to
evaluate the merits and risks inherent in holding such stock.


                           ARTICLE V
                    BUYER'S REPRESENTATIONS

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

                               12

<PAGE>

          (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  14.1,  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;

          (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 and shares to enable the Buyer  to
pay  in  full the  Initial Payment, together with all  costs  and
expenses   relative  thereto,  and  otherwise  to   perform   its
obligations under this Agreement.

          (i)   Buyer 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.

                               13

<PAGE>

          (j)   All shares of Buyer, whether preferred or common,
issued  or to be issued to Seller pursuant to the terms  of  this
Agreement,  are,  at  the  time of  issuance,  duly  and  validly
authorized   for  issuance,  validly  issued,  fully   paid   and
nonassessable,  and have not been issued, and are  not  held,  in
violation of a preemptive rights.  All such shares shall be  free
and  clear  of  all liens, encumbrances, claims and restrictions,
except  as  set forth in this Agreement.  There are no agreements
or  understandings  with respect to the voting  of  such  shares.
Buyer has furnished to the Seller true and complete copies of the
Certificate  of Incorporation and Bylaws of the Buyer,  including
all amendments and restatements thereof.


                           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 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 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

                               14

<PAGE>

information,  records and data now, heretofore or hereafter  made
available  to Buyer in connection with this Agreement (including,
without  limitation,  any  description  of  the  Assets,  pricing
assumptions,  potential for production of Hydrocarbons  from  the
Subject  Interests, or any other matters contained in  any  other
material  furnished to Buyer by Seller or by Seller's  agents  or
representatives).  The Subject Interests are subject to a secured
loan  in favor of BankOne, N.A. Agent, which will be released  at
or prior to closing.

     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
accuracy  of  such documents, records and materials, and  Buyer's
reliance  thereon  shall  be at Buyer's sole  risk  and  expense.
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  7.4
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  send 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.

                               15

<PAGE>

     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 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 VIII 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 VIII.  Subject
to  Section 14.1 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

                               16

<PAGE>

                      COVENANTS OF SELLER

     8.1   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  8.2  below and the terms of the Material  Contracts,
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  VIII,
(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  with  any   of   the
requirements of this Article VIII 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 VIII shall not  be
unreasonably  withheld  or  action with  respect  thereto  unduly
delayed.

     8.2  LIMITATIONS ON SELLER'S COVENANTS PENDING CLOSING.

                               17

<PAGE>

          (a)  To the extent Seller is not the operator of any of
the Assets, the obligations of Seller in Section 8.1 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  VIII, 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 8.1 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  8.2(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 8.2(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.

     8.3.   POST-CLOSING.   To  the  extent  that  the  agreement
anticipated to be attached as EXHIBIT G has not been reached  and
Closing  proceeds under Sections 10.2(i) and 10.3(i),  Buyer  and
Seller shall use best efforts to enter into such agreements after
the Closing.

                           ARTICLE IX
                       CLOSING CONDITIONS

     9.1  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

                               18

<PAGE>

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  14.1
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 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.

          (h)   The  parties shall have executed a  Purchase  and
Sale  Agreement  covering the Lorencito tract and  the  ownership
interest of seller in Lorencito Gas Gathering, L.L.C.

                               19

<PAGE>

          (i)   The  parties shall have entered  into  an  Agency
Agreement in the form set forth in Exhibit G, under which  Seller
shall  appoint Buyer as its agent in connection with the  special
use permits required with respect to the Subject Interests.

     9.2   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 14.1  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 and Material Contracts 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)   The  parties shall have executed a  Purchase  and
Sale  Agreement  covering the Lorencito tract and  the  ownership
interest of seller in Lorencito Gas Gathering, L.L.C.

                               20

<PAGE>

          (h)   The  parties shall have entered  into  an  Agency
Agreement in the form set forth in Exhibit G, under which  Seller
shall  appoint Buyer as its agent in connection with the  special
use permits required with respect to the Subject Interests.


                           ARTICLE X
                            CLOSING

     10.1   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 or before September 30, 2000, 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.

     10.2  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  all
Seller's  interest in the Assets to Buyer in accordance with  the
provisions hereof;

          (b)   The  certificate of Seller referred to in Section
9.2(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  certificate of Seller as to the representation
made in Section 4.1(i).

                               21

<PAGE>

          (i)   To  the  extent  Buyer and  Seller  have  reached
agreement  with  respect to Special Use Permits  as  provided  in
EXHIBIT  G, such agreement shall be delivered.  If agreement  has
not  been reached with respect to that matter, the lack  of  such
agreement shall not constitute a condition of Closing and Closing
shall proceed without such agreement and, subject to Section 8.3,
such  Special Use Permits shall be governed by the provisions  of
Section 13.10.

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

          (a)   The Initial Payment portion of 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);

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

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

          (d)   The  Redeemable  Preferred  Stock  of  Buyer   as
described in EXHIBIT I.

          (e)   The  Evergreen Stock in the amount determined  by
Section 3.2(b) above, subject to Section 10.4, below; and

          (f)  The executed agreements as set out in EXHIBITS J .

          (g)   To  the  extent  Buyer and  Seller  have  reached
agreement  with  respect to Special Use Permits  as  provided  in
EXHIBIT  G, such agreement shall be delivered.  If agreement  has
not  been reached with respect to that matter, the lack  of  such
agreement shall not constitute a condition of Closing and Closing
shall proceed without such agreement and, subject to Section 8.3,
such  Special Use Permits shall be governed by the provisions  of
Section 13.10.

           10.4 POST CLOSING STOCK LISTINGS AND ADJUSTMENTS.  The
Evergreen  Stock  and the Adjustment Stock  are  required  to  be
approved  for  listing  on the New York Stock  Exchange  ("NYSE")
prior  to  issuance to Seller. Buyer and Seller acknowledge  that
the  NYSE could impose conditions in connection with the approval
of  the  listing  of  such  stock.   Upon  the  signing  of  this
Agreement,  Buyer  shall diligently pursue  the  listing  of  the
Evergreen Stock and the Adjustment Stock.  Buyer shall issue  and
deliver  the  Evergreen  Stock  to Seller  immediately  upon  the
receipt  of  NYSE approval for listing. The Redeemable  Preferred
Stock  shall not be listed on the NYSE, and shall be  issued  and
delivered  to  Seller  at Closing. The terms  of  the  Redeemable
Preferred  Stock as described in Exhibit I shall,  however,  upon
the  signing of this Agreement, be submitted by Buyer to the NYSE
for  review, and Buyer and Seller acknowledge that the  NYSE  may
comment  on the terms of such stock. To the extent that the  NYSE
suggests  or  requires  any changes to the terms  and  conditions
contained  in Exhibit I, or imposes any conditions in  connection
with  the approval of the listing of the Evergreen Stock and  the
Adjustment Stock, and such changes or conditions, if implemented,
are  likely  to have an adverse economic effect on Seller,  Buyer
and Seller shall

                               22

<PAGE>

negotiate  in  good  faith to agree upon a  means  to  compensate
Seller for such adverse economic effect.  Upon agreement on  such
means,  Seller agrees to accept the changes to the terms  of  the
Redeemable Preferred Stock and Exhibit I required or requested by
the  NYSE  and any conditions in connection with the approval  of
the  listing  of  the  Evergreen Stock and the  Adjustment  Stock
imposed by the NYSE.


                           ARTICLE XI
                       EFFECT OF CLOSING

     11.1   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.

     11.2 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.

                               23

<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 11.2(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.

     11.3   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 11.2) 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.

     11.4  SHARED  OBLIGATIONS.  If monies are  received  by  any
party hereto which, under the terms of this Article XI, 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 XI 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.

     11.5 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.

                               24

<PAGE>

     11.6 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 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 XII
                    SETTLEMENT OF PRORATIONS

     12.1  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
XI  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 XI hereof.

     12.2  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  12.2  shall be paid one-half (1/2)  by  Buyer  and
one-half (1/2) by Seller.

                          ARTICLE XIII
                         ENVIRONMENTAL

     13.1 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  13.3  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).

                               25

<PAGE>

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

     13.3 ACCESS TO CONDUCT ASSESSMENT:

          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.

     13.4 MATERIAL ADVERSE ENVIRONMENTAL CONDITIONS: Buyer's sole
and  exclusive remedy for environmental conditions is as provided
in Section 13.8.

     13.5  "AS IS, WHERE IS" PURCHASE:   Subject to Section 13.8,
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
13.8.

                               26

<PAGE>

     13.6  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 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.

     13.7 BUYER'S INDEMNITY:

          (a)   SUBJECT TO SECTION 13.8, 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 13.8 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 13.8, 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

                               27

<PAGE>

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  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.

     13.8 SELLER'S INDEMNITY:

          (a)        SUBJECT  TO  THE  TERMS  AND  PROVISIONS  OF
SECTIONS 13.7 AND 14.7 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  ANY  CLAIM  OF
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

                               28

<PAGE>

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
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.

     13.9 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 13.8 shall  not  be
applicable  until such time as Seller's share of liability  under
Section 13.8 exceeds $1,000,000.00.

     13.10.    ENVIRONMENTAL PERMITS.  Notwithstanding any  other
provision  of this Agreement, and except as set out in EXHIBIT  G
to  the  extent  executed and delivered at Closing,    Buyer  and
Seller agree as follows:

          a.   There are various permits and licenses required by
     governmental  agencies in connection with the  operation  of
     the Subject Interests.

          b.    With  respect to all such licenses,  permits  and
     similar items, the parties agree that

               (1)   those  that  can be assigned or  transferred
          without  governmental approval will be so  assigned  or
          transferred at Closing;

               (2)   those  that can be assigned or  transferred,
          but  only with governmental approval, will be requested
          to  be  assigned  or transferred at  or  shortly  after
          Closing;

               (3)   as  to  those  that cannot  be  assigned  or
          transferred,  Buyer will commence its  application  for
          such  licenses, permits and similar items at or  before
          Closing  and Seller will cooperate fully with Buyer  in
          attempting to acquire such items; and

                               29

<PAGE>

               (4)   the lack of a necessary permit, license,  or
          similar  item  will not constitute an unfilled  closing
          condition  of  either party and will not  constitute  a
          breach of either party's representations or warranties.


                          ARTICLE XIV
                         MISCELLANEOUS

     14.1  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.

     14.2  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 .

     14.3  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.

     14.4   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 THROUGH CLOSING (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,

                               30

<PAGE>

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.

     14.5 FURTHER ASSURANCES AND RECORDS

          (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

                               31

<PAGE>

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.

     14.6   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  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,

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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 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  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

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<PAGE>

$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.

     14.7  SURVIVAL.   No representation, warranty,  covenant  or
agreement  made  herein  shall  survive  the  Closing  except  as
provided  in this Section 14.7. It is expressly agreed  that  the
terms and provisions of Articles I, III, IV, V, XII, and XIII and
Sections   6.3,  6.4,  7.1,  Sections  13.1  through   13.7   and
Section   13.9,  shall  survive  the  Closing.   The  terms   and
provisions of Section 13.8 shall expire according its term.

     14.8 SIGNATURE OF KLT INC.  This Agreement for Purchase  and
Sale  is executed by KLT Inc. solely for purposes of Article XIII
and Section 14.4 and for no other purpose.

     14.9 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

        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.

     14.10     INCIDENTAL EXPENSES.  Buyer shall bear and pay (i)
any and all Federal, State or local Transfer Taxes as defined  in
Section  11.2(b) hereof incident to the transfer,  assignment  or
other  conveyance of the Assets to Buyer, and (ii) all  costs  or
fees  required to obtain consent to assign any Federal, State  or
Indian leases included in the Assets.  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.

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<PAGE>

     14.11      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.

     14.12     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.

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

     14.14      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.

     14.15       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.

     14.16      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.

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

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<PAGE>

     14.18      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.

     14.19      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.

     14.20      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.

     14.21      TERMINATION.  In the event the  total  amount  of
adjustments  to the Purchase Price under Sections  7.2  and  13.4
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 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.

     14.22      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.

     14.23      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.

     14.24     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

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<PAGE>

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.

     14.25       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,
RESPECTIVELY.  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.

     14.26      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 XV
                 CASUALTY LOSS AND CONDEMNATION

     15.1 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  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.

     15.2  PROCEEDS  AND  AWARDS.   In  the  event  of  any  loss
described  in  Section 15.1(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

                               37

<PAGE>

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 15.2, 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 8.1(b).

                          ARTICLE XVI
                      DEFAULT AND REMEDIES

     16.1  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  16.3)
being expressly waived by Seller.

     16.2  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 16.3) being  expressly
waived by Buyer.

     16.3   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 8.2(b)  and  such  other
portions  of  this Agreement as are necessary to the  enforcement
and  construction of Sections 6.3, 6.4 and 8.2(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.

     16.4       NOTICE.  Notice of termination under this Article
XVI  or  under  Section 14.21 shall be in writing  and  given  as
provided  in Section 14.9.  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.

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<PAGE>

                    [signature page follows]

                               39

<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 XIII
                        and Section 14.4

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

                               40