EXHIBIT
        10.5


**D.B.
      ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.**


745
      5th
      Avenue, 18th Floor


New
      York,
      New York 10151




August
      13, 2007







CrossPoint
      Energy, LLC


2801
      Network Boulevard


Suite
      810


Frisco,
      TX 75034


Attention:
      Daniel F. Collins, President







Re:
            Credit
                Agreement dated as of September 2, 2005(as
                amended, supplemented or otherwise modified from time to time, the
                “Credit
                Agreement”),
                by and among CrossPoint Energy Holdings, LLC (the “Borrower”)
                D. B. Zwirn Special Opportunities Fund, L.P., as Administrative Agent
                (“Administrative
                Agent”)
                and the financial institutions that are or may become lenders thereunder
                (“Lenders”).




Ladies
      and Gentlemen:




Reference
      is hereby made to the Credit Agreement for all purposes. Any capitalized term
      used herein that is not defined herein shall have the meaning attributed to
      it
      in the Credit Agreement .
      Any
      references to sections herein refer to sections in the Credit Agreement. You
      have previously notified Administrative Agent that Borrower is in default of
      (i)
      Section 9.12 for failure to deliver a Reserve Report on or prior to the dates
      specified in section 9.12 and (ii) Sections 10.01(a), 10.01(b), 10.01(d) and
      10.23 for failing to meet the financial covenants and production volumes
      specified in such sections for the first and second fiscal quarters for 2007.
      You have requested that the Lenders and the Administrative Agent waive the
      Defaults as set forth above. Administrative Agent for itself and on behalf
      of
      the Lenders hereby waives the defaults provided for above for the fiscal periods
      ending March 31, 2007 and June 30, 2007, and only for such fiscal periods,
      and
      further subject to the provisions of this Letter Agreement.




Pursuant
      to the Credit Agreement, you have submitted a Subsequent Commitment Increase
      Request dated June 2007 requesting that Lenders increase the Commitment by
      $532,875 in order for the Borrower to use the proceeds of any Loans related
      to
      such increase to perform development operations on the Oil and Gas Properties
      of
      the Borrower. Administrative Agent for itself and on behalf of the Lenders
      hereby consents to the increase in the Commitment subject to the further
      provisions of this Letter Agreement.




In
      connection with the foregoing, and as a condition to the waiver of the Defaults
      provided for above and the approval of the Subsequent Commitment Increase
      Request, Borrower agrees (i) to pay to the Administrative Agent for the account
      of the Lenders a fee in the aggregate amount of $75,000, payable as of the
      date
      of Borrower’s acceptance of this Letter, such amount to be paid from a Loan
      under the Credit Agreement from the Lenders to the Borrower, (ii) to pay to
      the
      Administrative Agent for the account of the Lenders an exit fee in the aggregate
      amount of $262,000 payable on the earlier of (i) the date that the Loans under
      the Credit Agreement have been paid in full or (ii) the Maturity Date, and
      (iii)
      agree that in the event that the Credit Agreement Termination Date has not
      occurred on or prior to October 31, 2007 that Borrower will issue to each of
      the
      Lenders an ORRI Conveyance of 0.5% with respect to all of the Borrower’s Oil and
      Gas Properties each month beginning on November 1 and continuing on the first
      of
      each month thereafter until the Credit Agreement Termination Date occurs.
      Borrower acknowledges and agrees that such fees are deemed earned as of the
      date
      of this Letter Agreement.









CrossPoint
        Energy, LLC
 Attn:
        Daniel F. Collins, President
 August
        13, 2007
 Page
        2




Borrower
      acknowledges and aggress that except for the waivers by the Lenders and
      Administrative Agent permitting the non-compliance with the provisions of
      Sections 9.12 and 10.01 as provided above, including only for the time periods
      set forth above, nothing herein is to be construed as a consent, waiver,
      amendment or modification to the Credit Agreement. Borrower further recognizes
      and agrees that except as expressly provided for herein, the Credit Agreement
      remains in full force and effect as originally entered into.






[Remainder
      of Page Intentionally Left Blank.]










CrossPoint
        Energy, LLC
 Attn:
        Daniel F. Collins, President
 August
        13, 2007
 Page
        3


If
      the
      foregoing is acceptable to you please indicate your acknowledgement and
      agreement to the terms and provisions of this letter agreement by executing
      this
      letter agreement in the space provided below.




Sincerely,**D.B. ZWIRN SPECIAL OPPORTUNITIES FUND,
                L.P.,**
              **as Administrative
                Agent**By:
            D.B. Zwirn Partners, LLCBy:
            /s/
              Lawrence D. CutlerName:
                Lawrence D. CutlerTitle:
                Authorized Signatory






AGREED
      TO
      AND ACCEPTED


THIS
      15th
      DAY OF August, 2007:





**CROSSPOINT
      ENERGY Holdings, LLC**




By:
            /s/
              Daniel F. CollinsDaniel
                F. Collins
              President










[Signature
        Page to letter Agreement]
 S-1