Exhibit
        2.8


**Agreement
        of Sale and Purchase**
  **EnerVest
        Appalachia, L.P.**
  **as
        Seller**
  **and**
  **EnerVest
        Production Partners, Ltd.**
  **as
        Buyer**
  **Dated
        November 16, 2007**
 ****
 
  **TABLE
        OF CONTENTS**
  **ARTICLE
                  I. Definitions and References**
              **1****Section
                  1.1. Defined Terms**
              **1****ARTICLE
                  II. Property to be Sold and Purchased**
              **2****Section
                  2.1. Properties**
              **2****Section
                  2.2. Excluded Properties**
              **3****ARTICLE
                  III. Purchase Price**
              **4****Section
                  3.1. Purchase Price**
              **4****Section
                  3.2. Deposit**
              **4****ARTICLE
                  IV. Representations of Seller**
              **5****Section
                  4.1. Representations of Seller**
              **5****(a)
                  Organization and Qualification**
              **5****(b)
                  Due Authorization**
              **5****(c)
                  Approvals**
              **5****(d)
                  Valid, Binding and Enforceable**
              **5****(e)
                  Litigation**
              **6****Section
                  4.2. Disclaimers**
              **6****Section
                  4.3. Disclosures**
              **7****Section
                  4.4. Buyer’s Knowledge**
              **7****ARTICLE
                  V. Representations of Buyer**
              **7****Section
                  5.1. Representations of Buyer**
              **7****(a)
                  Organization and Qualification**
              **7****(b)
                  Due Authorization**
              **7****(c)
                  Approvals**
              **7****(d)
                  Valid, Binding and Enforceable**
              **7****(e)
                  No Litigation**
              **7****(f)
                  No Distribution**
              **8****(g)
                  Knowledge and Experience**
              **8****(h)
                  Opportunity to Verify Information**
              **8****(i)
                  Merits and Risks of an Investment in the
                  Properties**
              **8****ARTICLE
                  VI. Covenants of Seller Pending Closing**
              **8****Section
                  6.1. Access by Buyer**
              **8****Section
                  6.2. Interim Operation**
              **10****Section
                  6.3. Preferential Rights and Consents**
              **10****Section
                  6.4. Hedging Contracts**
              **11****ARTICLE
                  VII. Due Diligence Reviews**
              **11****Section
                  7.1. Review by Buyer**
              **11**
  i
 
 **ARTICLE
                  VIII. Calculation of Defect Amount; Upward
                  Adjustments**
              **13****Section
                  8.1. Procedures**
              **13****Section
                  8.2. Amount of Certain Defects**
              **13****Section
                  8.3. Possible Upward Adjustments**
              **14****Section
                  8.4. Limitations**
              **14****ARTICLE
                  IX. Conditions Precedent to Closing Obligations**
              **14****Section
                  9.1. Conditions Precedent to the Obligations of
                  Buyer**
              **14****(a)
                  Representations True and Correct**
              **14****(b)
                  Compliance with Covenants and Agreements**
              **15****(c)
                  Price Allocation Limitations**
              **15****(d)
                  Litigation**
              **15****Section
                  9.2. Conditions Precedent to the Obligations of
                  Seller**
              **15****(a)
                  Representations True and Correct**
              **15****(b)
                  Compliance With Covenants and Agreements**
              **15****(c)
                  Price Allocation Limitations**
              **16****(d)
                  Litigation**
              **16****ARTICLE
                  X. Closing**
              **16****Section
                  10.1. Closing**
              **16****Section
                  10.2. Seller’s Closing Obligations**
              **16****(a)
                  Delivery of Conveyance**
              **16****(b)
                  Federal and State Conveyance Forms**
              **17****(c)
                  Letters in Lieu**
              **17****(d)
                  Turn Over Possession**
              **17****Section
                  10.3. Buyer’s Closing Obligations**
              **17****(a)
                  Payment to Seller**
              **17****(b)
                  Succession by Buyer**
              **17****ARTICLE
                  XI. Post Closing Actions**
              **17****Section
                  11.1. Transfer of Files**
              **17****Section
                  11.2. Notifications by Buyer**
              **18****ARTICLE
                  XII. Accounting Adjustments**
              **18****Section
                  12.1. Adjustments for Revenues and Expenses**
              **18****Section
                  12.2. Initial Adjustment at Closing**
              **19****Section
                  12.3. Adjustment Post Closing**
              **19****Section
                  12.4. No Further Adjustments**
              **20****ARTICLE
                  XIII. Assumption and Indemnification**
              **20****Section
                  13.1. Assumption and Indemnification By Buyer**
              **20****Section
                  13.2. Notice of Claim**
              **21****Section
                  13.3. No Commissions Owed**
              **21****ARTICLE
                  XIV. Casualty Losses**
              **21****Section
                  14.1. Casualty Loss**
              **21**
 
 ii
 
 **ARTICLE
                  XV. Notices**
              **22****Section
                  15.1. Notices**
              **22****ARTICLE
                  XVI. Miscellaneous Matters**
              **23****Section
                  16.1. Survival of Provisions**
              **23****Section
                  16.2. Further Assurances**
              **23****Section
                  16.3. Gas Imbalances, Make-Up Obligations**
              **23****Section
                  16.4. Waiver of Consumer Rights**
              **23****Section
                  16.5. Parties Bear Own Expenses/No Special
                  Damages**
              **24****Section
                  16.6. No Sales Taxes**
              **24****Section
                  16.7. Entire Agreement**
              **24****Section
                  16.8. Amendments, Waivers**
              **24****Section
                  16.9. Choice of Law**
              **24****Section
                  16.10. Time of Essence**
              **24****Section
                  16.11. No Assignment**
              **24****Section
                  16.12. Successors and Assigns**
              **25****Section
                  16.13. No Press Releases**
              **25****Section
                  16.14. Counterpart Execution, Fax Execution**
              **25****Section
                  16.15. Exclusive Remedy**
              **25****Section
                  16.16. Imputed Knowledge and Waiver**
              **25****Section
                  16.17. Arbitration**
              **26****Section
                  16.18. References, Titles and Construction**
              **26****Section
                  16.19. Severability**
              **27**
  iii
  LIST
        OF SCHEDULES AND EXHIBITS
  Schedules
                  -
              I
              Wells
                  and Units with WI & NRI and Allocated AmountII
              ConveyanceIII
              Environmental
                  MattersExhibits
                  -
              A
              Property
                  Descriptions4.1(e)
              Litigation
  iv
  **AGREEMENT
        OF SALE AND PURCHASE**
  This
        Agreement of Sale and Purchase dated November 16, 2007, by and between **EnerVest
        Appalachia, L.P.,** a
        Texas
        limited partnership (herein called **“Seller”** )
        and **EnerVest
        Production Partners, Ltd.** ,
        a
        Delaware limited partnership (herein called “ **Buyer** ”);
  **W
        I T N E S S E T H:**
  **ARTICLE
        I.**
 **Definitions
        and References**
  **Section
        1.1.**  **Defined
        Terms** .
        When
        used in this Agreement, the following terms shall have the respective meanings
        assigned to them in this **Section 1.1** or in
        the section, subsections or other subdivisions referred to below:
  **“Agreement”** shall
        mean this Agreement, as hereafter changed, amended or modified in accordance
        with the terms hereof.
  **“Allocated
        Amount”** shall
        have the meaning assigned to such term in **Section 6.3** .
  **“Applicable
        Environmental Laws”** means
        all federal, state or local laws, statutes, regulations, orders or directives,
        including common law, related to the environment (including air, land, surface
        and sub-surface strata, surface water and groundwater), human health and
        safety.
  **“Asserted
        Defects** ”
shall
        have the meaning assigned to such term in **Section
        7.1.**
  **“Base
        Purchase Price”** shall
        have the meaning assigned to such term in **Section 3.1** .
  **“Closing”** and **“Closing
        Date”** shall
        have the meanings assigned to such terms in **Section 10.1** .
  **“Condition
        of the Properties”** shall
        have the meaning assigned to such term in **Section 13.1
        (c).**
  **“Consents”** shall
        have the meaning assigned to such term in **Section 6.3**
  **“Conveyance”** shall
        have the meaning assigned to such term in **Section 10.2(a)** .
  **“Defect** ”
shall
        have the meaning assigned to such term in **Section
        7.1.**
  **“Defect
        Amount** ”
means,
        with respect to each Property affected by an Asserted Defect, an amount
        determined by Seller and Buyer to account for such Asserted Defect.
  “ **Deposit”** shall
        have the meaning assigned to such term in **Section 3.2** .
  “ **Effective
        Date** ”
shall
        have the meaning assigned to such term in **Section
        10.2(a).**
  **“Excluded
        Properties”** shall
        have the meaning assigned to such term in **Section 2.2** .
  **“Indemnitee”** shall
        have the meaning assigned to such term in **Section 13.2** .
  1
  **“Oil
        and Gas Property”** and **“Oil
        and Gas Properties”** shall
        have the meanings assigned to such terms in **Section 2.1** .
  **“Preferential
        Rights”** shall
        have the meaning assigned to such term in **Section 6.3** .
  **“Properties”** shall
        have the meaning assigned to such term in **Section 2.1** .
  **“Purchase
        Price”** shall
        have the meaning assigned to such term in **Section 3.1** .
  **“Routine
        Governmental Approvals”** shall
        have the meaning assigned to such term in **Section 4.1(c)** .
  **“Seller’s
        Indemnified Claim”** and **“Seller’s
        Indemnified Claims”** shall
        have the meanings assigned to such terms in **Section 13.1** .
  “ **Seller’s
        Knowledge** ”
shall
        mean Knowledge upon reasonable inquiry of Seller’s personnel with a title of
        field level supervisor and above.
  **“Seller’s
        Warranties”** shall
        have the meaning assigned to such term in **Section 4.2** .
  **ARTICLE
        II.**
 **Property
        to be Sold and Purchased**
  **Section
        2.1.**  **Properties** .
        Seller
        agrees to sell and Buyer agrees to purchase, for the consideration hereinafter
        set forth, and subject to the terms and provisions herein contained, the
        following described properties, rights and interests:
  (a)  All
        right, title and interest of Seller in and to the oil, gas and/or mineral
        leases
        which are described on **Exhibit A** hereto
        and any ratifications or amendments to such leases; and
  (b)  Without
        limitation of the foregoing, all other right, title and interest (of whatever
        kind or character, whether legal or equitable, and whether vested or contingent)
        of Seller in and to the oil, gas and other minerals in and under or that
        may be
        produced from the lands and depths described on **Exhibit A** hereto
        or described in any of the leases described on **Exhibit A** (including, without limitation, interests in oil, gas and/or mineral leases,
        overriding royalties, production payments, net profits interests, fee mineral
        interests, fee royalty interests and other interests insofar as they cover
        such
        lands), even though Seller’s interest therein may be incorrectly described in,
        or omitted from, such **Exhibit A** ;
        and
  (c)  rights,
        titles and interests of Seller in and to, or otherwise derived from, all
        presently existing and valid oil, gas and/or mineral unitization, pooling,
        and/or communitization agreements, declarations and/or orders (including,
        without limitation, all units formed under orders, rules, regulations, or
        other
        official acts of any federal, state or other authority having jurisdiction,
        and
        voluntary unitization agreements, designations and/or declarations) to the
        extent that they are assignable and relate to any of the properties described
        in
        subsections (a) and (b) above; and
  2
  (d)  All
        rights, titles and interests of Seller in and to all presently existing and
        valid production sales contracts, operating agreements, and other agreements
        and
        contracts to the extent that they are assignable and relate to any of the
        properties described in subsections (a), (b) and (c) above;
        and
  (e)  All
        rights, titles and interests of Seller in and to all materials, supplies,
        machinery, equipment, improvements and other personal property and fixtures
        (including, but not by way of limitation, all wells, wellhead equipment,
        pumping
        units, flowlines, tanks, buildings, injection facilities, saltwater disposal
        facilities, compression facilities, gathering systems, and other equipment)
        located on the properties described in subsections (a), (b) and (c) above
        and used in connection with the exploration, development, operation or
        maintenance thereof.
  The
        properties, rights and interests specified in the foregoing
        subsections (a), (b) and (c), except for the Excluded Properties as defined
        below, are herein sometimes collectively called the “ **Oil
        and Gas Properties** ,”
and
        individually an “ **Oil
        and Gas Property** ,”
and
        the properties, rights and interests specified in the foregoing
        subsections (a), (b), (c), (d) and (e), except for the Excluded Properties,
        are herein sometimes collectively called the “ **Properties** ”
and
        individually a “ **Property** .”
  **Section
        2.2.**  **Excluded
        Properties** .
        The
        Properties do not include, and there is hereby expressly excepted and excluded
        therefrom and reserved to Seller:
  (a)  All
        rights and chooses in action, arising, occurring or existing in favor of
        Seller
        prior to the Effective Date or arising out of the operation of or production
        from the Oil and Gas Properties prior to the Effective Date (including, but
        not
        limited to, any and all contract rights, claims, receivables, revenues,
        recoupment rights, recovery rights, accounting adjustments, mispayments,
        erroneous payments or other claims of any nature in favor of Seller and relating
        and accruing to any time period prior to the Effective Date);
  (b)  Any
        accounts payable accruing before the Effective Date;
  (c)  All
        corporate, financial, tax and legal (other than title) records of
        Seller;
  (d)  All
        contracts of insurance or indemnity subject to **Section
        14.1** ;
  (e)  All
        hydrocarbon production from or attributable to the Properties with respect
        to
        all periods prior to the Effective Date, as described in **Section 12.1** and all
        proceeds attributable thereto;
  (f)  Any
        refund of costs, taxes or expenses borne by Seller attributable to the period
        prior to the Effective Date;
  3
  (g)  Properties
        excluded from the purchase and sale contemplated by this Agreement under **Section 6.3** ;
  (h)  Any
        other
        right or interest in and to the Properties to the extent attributable to
        the
        period prior to the Effective Date;
  (i)  Copies
        (but not the originals) of all files (described in **Section 11.1** );
  (j)  Except
        to
        the extent constituting suspended royalties, all deposits, cash, checks,
        funds
        and accounts receivable or received attributable to Seller’s interests in the
        Properties with respect to any period of time prior to the Effective
        Date;
  (k)  The
        GEPX
        Accounting System, tapes, data and program documentation and all tangible
        manifestations and technical information relating thereto;
  (l)  Any
        logo,
        service mark, copyright, trade name or trademark of or associated with Seller
        or
        any affiliate of Seller or any business of Seller or of any affiliate of
        Seller;
        and
  (m)  Any
        documents withheld or not transferred pursuant to **Section
        11.1** .
  These
        excluded properties, rights and interests specified in the foregoing
        subsections (a) through (m), inclusive, of this **Section 2.2** are
        collectively referred to as the “ **Excluded
        Properties** .”
Buyer
        shall not be responsible for, and Seller expressly retains, all liabilities
        related to the Excluded Properties, whether such liabilities arise before
        or
        after the Effective Date. It is understood that certain of the Excluded
        Properties may not be embraced by the term Properties. The fact that certain
        properties, rights and interests have been expressly excluded is not intended
        to
        suggest that had they not been excluded they would have constituted Properties
        and shall not be used to interpret the meaning of any word or phrase used
        in
        describing the Properties.
  **ARTICLE
        III.**
 **Purchase
        Price**
  **Section
        3.1.**  **Purchase
        Price** .
        The
        purchase price for the Properties shall be Fifty Nine Million Five Hundred
        Thousand Dollars ($59,500,000) (such amount, unadjusted by any adjustments
        provided for in this Agreement or agreed to by the parties, being herein
        called
        the “ **Base
        Purchase Price** ”).
        Such
        Base Purchase Price may be adjusted as provided in **Section 6.3** hereof
        (the Base Purchase Price, as so adjusted, and as the same may otherwise be
        adjusted by mutual agreement of the parties, being herein called the
“ **Purchase
        Price** ”).
        The
        Purchase Price shall be paid in cash at the Closing as hereinafter
        provided.
  **Section
        3.2.**  **Deposit** .
        Contemporaneously with the execution of this Agreement, Buyer has paid, into
        an
        interest bearing joint control account (the “ **Deposit
        Account** ”)
        established by Buyer, Seller and TIFD III-X LLC at Amegy Bank in Houston,
        Texas
        (the “ **Bank** ”)
        and
        requiring the written authorization of a representative of each party and
        TIFD
        III-X LLC for the disbursal of funds therefrom, the amount of $5,950,000
        (such
        amount being herein called the “ **Deposit** ”).
        The
        Deposit shall bear interest at the rate established by Bank. In the event
        the
        transaction contemplated hereby is consummated in accordance with the terms
        hereof, the Deposit, plus the earned interest, shall be applied to the Purchase
        Price to be paid by Buyer at the Closing. In the event this Agreement is
        terminated by Buyer or Seller in accordance with **Section 9.1** or **9.2** below,
        the Deposit shall be returned to Buyer or retained by Seller as provided
        in such
        Sections. If the Deposit is paid to Buyer, or if Buyer receives credit for
        same
        against the Purchase Price paid at Closing, such payment, or credit, shall
        be in
        the amount of the Deposit plus the amount of such earned interest. For federal
        income tax purposes, Buyer shall report the interest earned on the Deposit,
        unless such interest is paid to Seller under **Section
        9.** 2.
        THE **PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED
        BY
        THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED AS A RESULT OF BUYER’S BREACH
        HEREOF WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE
        AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER
        THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY** .
  4
  **ARTICLE
        IV.**
 **Representations
        of Seller**
  **Section
        4.1.**  **Representations
        of Seller** .
        Seller
        represents to Buyer that:
  (a)  **Organization
        and Qualification** .
        Seller
        is duly organized and legally existing and in good standing under the laws
        of
        the state in which it was formed and is qualified to do business and in good
        standing in each state in which the Oil and Gas Properties are located where
        the
        laws of such state require Seller to so qualify with respect to the interest
        in
        the Oil and Gas Properties to be conveyed by it hereunder.
  (b)  **Due
        Authorization** .
        Seller
        has full power to enter into and perform its obligations under this Agreement
        and has taken all proper action to authorize entering into this Agreement
        and
        performance of its obligations hereunder.
  (c)  **Approvals** .
        To
        Seller’s knowledge, neither the execution and delivery of this Agreement, nor
        the consummation of the transactions contemplated hereby, nor the compliance
        with the terms hereof, will result in any default under any agreement or
        instrument to which Seller is a party, or violate any order, writ, injunction,
        decree, statute, rule or regulation applicable to Seller, except for (i)
        requirements (if any) that there be obtained consents to assignment (or waivers
        of preferential rights to purchase) from third parties, (ii) approvals
        (“ **Routine
        Governmental Approvals** ”)
        required to be obtained from governmental entities which are customarily
        obtained post-closing, and (iii) the requirements of any maintenance of uniform
        interest provisions contained in any operating or other
        agreements).
  (d)  **Valid,
        Binding and Enforceable** .
        This
        Agreement constitutes (and the Conveyance provided for herein to be delivered
        at
        Closing will, when executed and delivered, constitute) the legal, valid and
        binding obligation of Seller, enforceable in accordance with its terms, except
        as limited by bankruptcy or other laws applicable generally to creditor’s rights
        and as limited by general equitable principles.
  5
  (e)  **Litigation** .
        Except
        as set forth on **Exhibit
        4.1(e)** ,
        there
        are no (i) pending suits, actions, or administrative proceedings in which
        Seller
        is a party and has been served or affecting the Properties or (ii), to Seller’s
        Knowledge, pending written demands or claims, which affect the execution
        and
        delivery of this Agreement, the consummation of the transactions contemplated
        hereby or the Properties.
  **Section
        4.2.**  **Disclaimers** . **THE
        EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN SECTION 4.1
        ABOVE AND THE SPECIAL WARRANTY OF TITLE IN THE CONVEYANCE TO BE DELIVERED
        AT
        CLOSING** **(COLLECTIVELY
        “** **SELLER’S
        WARRANTIES** **”)** **ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES,
        EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ANY
        AND ALL
        SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING
        AND EXCEPT FOR SELLER’S WARRANTIES, THE PROPERTIES SHALL BE CONVEYED PURSUANT
        HERETO WITHOUT (a) ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS,
        IMPLIED, STATUTORY OR OTHERWISE, RELATING TO (i) TITLE TO THE PROPERTIES,
        THE
        CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY
        TO
        THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR
        ITS
        FITNESS FOR ANY PURPOSE, (ii) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS,
        RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER
        FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENT, (iii)
        PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
        ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OR POTENTIAL OF THE PROPERTIES
        TO
        PRODUCE HYDROCARBONS, (iv) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES,
        BOTH
        SURFACE AND SUBSURFACE, OR (v) ANY OTHER MATTERS CONTAINED IN ANY MATERIALS
        FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER OR BY SELLER’S AGENTS OR
        REPRESENTATIVES, OR (b) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER
        WARRANTY OR REPRESENTATION WHATSOEVER. BUYER SHALL HAVE INSPECTED, OR WAIVED
        (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE
        PROPERTIES FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
        ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED
        TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF
        HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR
        NATURALLY OCCURRING RADIOACTIVE MATERIALS (“NORM”). BUYER IS RELYING SOLELY UPON
        ITS OWN INSPECTION OF THE PROPERTIES, AND BUYER SHALL ACCEPT ALL OF THE SAME
        IN
        THEIR “AS IS, WHERE IS” CONDITION.**
  6
  **Section
        4.3.**  **Disclosures** .
        The
        matters set forth on the exhibits referred to in **Section 4.1** are not
        necessarily matters that Seller is required to disclose or matters that would
        constitute a breach of any representation or warranty had such matters not
        been
        disclosed.
  **Section
        4.4.**  **Buyer’s
        Knowledge** .
        To the
        extent Buyer has knowledge as of the date of this Agreement or obtains knowledge
        at anytime between the date hereof and the Closing Date of any fact or facts
        contrary to any of the representations made by Seller in **Section 4.1** ,
        no such
        representation will be deemed to have been untrue or incorrect, and Buyer
        shall
        have no basis to assert a claim that any such representation made by Seller
        is
        untrue or incorrect.
  **ARTICLE
        V.**
 **Representations
        of Buyer**
  **Section
        5.1.**  **Representations
        of Buyer** .
        Buyer
        represents to Seller that:
  (a)  **Organization
        and Qualification** .
        Buyer
        is duly organized and legally existing and in good standing under the laws
        of
        the state in which it was formed and is qualified to do business and in good
        standing in each state in which the Oil and Gas Properties are located where
        the
        laws of such state will require Buyer to so qualify with respect to the interest
        in the Oil and Gas Properties to be conveyed hereunder. Buyer is also qualified
        to own and operate oil and gas properties with all applicable governmental
        agencies having jurisdiction over the Properties, to the extent such
        qualification is necessary or appropriate or will be necessary or appropriate
        upon consummation of the transactions contemplated hereby (including, without
        limitation, Buyer has met all bonding requirements of such
        agencies).
  (b)  **Due
        Authorization** .
        Buyer
        has full power to enter into and perform its obligations under this Agreement
        and has taken all proper action to authorize entering into this Agreement
        and
        performance of its obligations hereunder.
  (c)  **Approvals** .
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, nor the compliance with the terms hereof,
        will
        result in any default under any agreement or instrument to which Buyer is
        a
        party, or violate any order, writ, injunction, decree, statute, rule or
        regulation applicable to Buyer, except for requirements (if any) that there
        be
        obtained consents to assignment (or waivers of preferential rights to purchase)
        from third parties, and Routine Governmental Approvals.
  (d)  **Valid,
        Binding and Enforceable** .
        This
        Agreement constitutes (and the Conveyance provided for herein to be delivered
        at
        Closing will, when executed and delivered, constitute) the legal, valid and
        binding obligation of Buyer, enforceable in accordance with its terms, except
        as
        limited by bankruptcy or other laws applicable generally to creditor’s rights
        and as limited by general equitable principles.
  (e)  **No
        Litigation** .
        There
        are no pending suits, actions, or other proceedings in which Buyer is a party
        (or, to Buyer’s knowledge, which have been threatened to be instituted against
        Buyer) which affect the execution and delivery of this Agreement or the
        consummation of the transactions contemplated hereby.
  7
  (f)  **No
        Distribution** .
        Buyer
        is acquiring the Properties for its own account and not with the intent to
        make
        a distribution in violation of the Securities Act of 1933 as amended (and
        the
        rules and regulations pertaining thereto) or in violation of any other
        applicable securities laws, rules or regulations.
  (g)  **Knowledge
        and Experience** .
        Buyer
        has (and had prior to negotiations regarding the Properties) such knowledge
        and
        experience in the ownership and operation of oil and gas properties and
        financial and business matters as to be able to evaluate the merits and risks
        of
        an investment in the Properties. Buyer is able to bear the risks of an
        investment in the Properties and understands risks of, and other considerations
        relating to, a purchase of the Properties.
  (h)  **Opportunity
        to Verify Information** . Buyer
        or
        one of its affiliates, as general partner of Seller and operator of the Oil
        and
        Gas Properties, has knowledge of the operations conducted on the Oil and
        Gas
        Properties and of Seller’s title to the Properties. As
        of the
        Closing, Buyer has been furnished with materials relating to the Properties
        requested by Buyer under this Agreement and has been afforded the opportunity
        to
        ask questions of the Seller (or a person or persons acting on its behalf)
        concerning the Properties. Buyer has made its own independent investigation
        of
        the Properties to the extent necessary to evaluate the Properties. At Closing,
        Buyer shall be deemed to have knowledge of all facts contained in all materials,
        documents and other information which Buyer
        or
        one of its affiliates has obtained as general partner of the Seller and as
        operator of the Oil and Gas Properties, or which have otherwise been furnished
        to Buyer, or to which Buyer has otherwise been given access .
  (i)  **Merits
        and Risks of an Investment in the Properties** .
        Buyer
        understands and acknowledges that: (i) an investment in the Properties involves
        certain risks; (ii) neither the United States Securities and Exchange Commission
        nor any federal, state or foreign agency has passed upon the Properties or
        made
        any finding or determination as to the fairness of an investment in the
        Properties or the accuracy or adequacy of the disclosures made to Buyer;
        and
        (iii) except as set forth in **Section 9.1** of this
        Agreement, Buyer is not entitled to cancel, terminate or revoke this
        Agreement.
  **ARTICLE
        VI.**
 **Covenants
        of Seller Pending Closing**
  Between
        the date of this Agreement and the Closing Date:
  **Section
        6.1.**  **Access
        by Buyer**
  (a)  **Records** **.** Seller
        will give Buyer, or Buyer's authorized representatives, at Seller's office
        and
        at all reasonable times before the Closing Date, access to Seller's records
        pertaining to the ownership and/or operation of the Properties (including,
        without limitation, title files, division order files, and production, severance
        and ad valorem tax records), for the purpose of conducting due diligence
        reviews
        contemplated by **Section
        7.1** below.
        Buyer may make copies of such records, at its expense, but shall, if Seller
        so
        requests, return all copies so made if the Closing does not occur; all costs
        of
        copying such items shall be borne by Buyer. Seller shall not be obligated
        to
        provide Buyer with access to any records or data which Seller considers to
        be
        proprietary or confidential to it or which Seller cannot provide to Buyer
        without, in its opinion, breaching, or risking a breach of, agreements with
        other parties, or waiving, or risking waiving, legal privilege. **BUYER
        RECOGNIZES AND AGREES THAT ALL MATERIALS MADE AVAILABLE TO IT IN CONNECTION
        WITH
        THE TRANSACTION CONTEMPLATED HEREBY, WHETHER MADE AVAILABLE PURSUANT TO THIS
        SECTION OR OTHERWISE, ARE MADE AVAILABLE TO IT AS AN ACCOMMODATION, AND WITHOUT
        REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE ACCURACY AND COMPLETENESS
        OF
        SUCH MATERIALS. NO WARRANTY OF ANY KIND IS MADE BY SELLER AS TO THE INFORMATION
        SUPPLIED TO BUYER OR WITH RESPECT TO PROPERTIES TO WHICH THE INFORMATION
        RELATES, AND BUYER EXPRESSLY AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM
        SHALL
        BE THE RESULT OF ITS OWN INDEPENDENT REVIEW AND JUDGMENT.**
  8
 
 (b)   **Physical
        Inspection** **.** Seller
        shall make a good faith effort to give Buyer, or Buyer’s authorized
        representatives, at all reasonable times before the Closing Date and upon
        adequate notice to Seller, physical access to the Oil and Gas Properties
        for the
        purpose of inspecting same. Notwithstanding the above, Buyer’s inspection rights
        shall be limited to conducting a Phase I Environmental Site Assessment.
        Buyer recognizes that some or all of the Properties may be operated by parties
        other than Seller and that Seller's ability to obtain access to such properties,
        and the manner and extent of such access, is subject to such third parties.
        Buyer agrees to comply fully with the rules, regulations and instructions
        issued
        by Seller (and, where Properties are operated by other parties, such other
        parties) regarding the actions of Buyer while upon, entering or leaving the
        Properties. Buyer shall furnish, free of costs, Seller with a copy of any
        written report prepared by or for Buyer related to any environmental
        investigation of the Properties as soon as reasonably possible after it is
        prepared.
 
 (c)   **Exculpation
        and Indemnification** **.** If Buyer
        exercises rights of access under this **Section
        6.1** or
        otherwise, or conducts examinations or inspections under this Section or
        otherwise, then (i) such access, examination and inspection shall be at Buyer's
        sole risk, cost and expense and Buyer waives and releases all claims against
        Seller (and its partners and its and their affiliates and the respective
        directors, officers, employees, attorneys, contractors and agents of such
        parties) arising in any way therefrom or in any way connected therewith or
        arising in connection with the conduct of Seller’s directors, officers,
        employees, attorneys, contractors and agents in connection therewith and
        (ii)
        Buyer shall indemnify, defend and hold harmless Seller (and its partners
        and its
        and their affiliates and the respective officers, directors, employees,
        attorneys, contractors and agents of such parties) from any and all claims,
        actions, causes of action liabilities, damages, losses, costs or expenses
        (including, without limitation, court costs and attorneys fees), or liens
        or
        encumbrances for labor or materials, arising out of or in any way connected
        with
        such matters. **THE
        FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS,
        ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES
        ARISE
        OUT OF** (i) **NEGLIGENCE
        (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE
        OR
        PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL
        MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR** (ii) **STRICT
        LIABILITY.**
  9
 
 **Section
        6.2.**  **Interim
        Operation** . Seller ,
        as non
        operator, and Buyer (or an affiliate of Buyer) as operator, are parties to
        certain operating agreements (“ **Applicable
        Operating Agreements** ”)
        that
        provide for the
        operation of the Oil
        and
        Gas Properties. Seller shall perform and Buyer shall perform or cause its
        affiliates to perform their respective obligations under the Applicable
        Operating Agreements until the Closing Date.  Seller
        will not sell or otherwise dispose of any material portion of the Oil and
        Gas
        Properties, except for sales or other dispositions of (i) oil, gas and other
        minerals in the ordinary course of business after production, or (ii) equipment
        and other personal property or fixtures in the ordinary course of business
        where
        the same has become obsolete, is otherwise no longer necessary for the operation
        of the Properties, or is replaced by an item or items of at least equal
        suitability. Seller may allow any nonproducing leases that are part of the
        Oil
        and Gas Properties to expire by their own terms and Seller shall have no
        obligation to renew or extend any such nonproducing leases or to take any
        action
        or make any payment to keep them in effect. Should Seller receive (or desire
        to
        make) any proposals to drill additional wells on the Oil and Gas Properties,
        or
        to conduct other operations which require consent of non-operators under
        the
        applicable operating Agreements, it will notify Buyer of, and consult with
        Buyer
        concerning, such proposals, but any decisions with respect to proposals shall
        be
        made by Seller in its sole discretion, so long as the decisions are made
        in the
        ordinary course of business.
  **Section
        6.3.**  **Preferential
        Rights and Consents** . Buyer
        (or
        one of its affiliates, as general partner of Seller) will be solely responsible
        for identifying the names and addresses of parties whose consent is required
        in
        order to assign the Properties to Buyer (“ **Consent** ”),
        or
        who have preferential purchase rights to
        purchase an Oil and Gas Property (“ **Preferential
        Rights** ”).
        Buyer
        (or one of its affiliates as general partner of Seller) will request from
        the
        parties so identified (and in accordance with the documents creating such
        rights), execution of such Consents and/or waivers of Preferential Rights.
        From
        and after the Closing, Buyer shall indemnify and hold Seller (and its partners
        and its and their affiliates and the respective officers, directors, employees,
        attorneys, contractors and agents of such parties) harmless from and against
        all
        claims, actions, causes of action, liabilities, damages, losses, costs or
        expenses (including, without limitation, court costs and attorney’s fees)
        whatsoever that arise out of any failure to obtain Consents or waivers of
        Preferential Rights with respect to any transfer by Seller to Buyer of any
        part
        of the Properties and with respect to any subsequent transfers **WHETHER
        OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES,
        COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE
        NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY
        NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED
        PARTY.** Buyer
        has allocated an amount of the Base Purchase Price to each Property as shown
        on **Schedule
        I** .
        If a
        party from whom a waiver of a Preferential Right is requested refuses to
        give
        such waiver, Seller will tender to such party the required interest in the
        Property (at a price equal to the “Allocated Amount” specified in **Schedule
        I** hereto
        for such Property, reduced appropriately, as determined by mutual agreement
        of
        Buyer and Seller, if less than the entire Property must be tendered), and
        to the
        extent that such Preferential Right is exercised by such party, and such
        interest in such Property is actually sold to such party so exercising such
        right, such interest in such Property will be excluded from the transaction
        contemplated hereby and the Purchase Price will be adjusted downward by the
        actual amount paid to Seller by the party exercising such right. Upon the
        exercise of any Preferential Rights after the Closing with respect to any
        Property conveyed to Buyer, Buyer will tender the required interest in such
        Property affected by such unwaived Preferential Right in accordance with
        such
        Preferential Right and shall be entitled to collect and retain the purchase
        price received from such purchaser. ****
  10
  **Section
        6.4.**  **Hedging
        Contract** **s** .
        Within
        o n e
        business day of the execution of this Agreement, Seller shall terminate all
        hedging contracts committing or securing hydrocarbon production from any
        of the
        Properties. Any and all rights, benefits, duties, obligations and liabilities
        arising from or attributable to all such hedging contracts shall be for the
        account of Seller, and Buyer shall bear no liability attributable thereto
        or
        derive any benefit from such contracts.
  **ARTICLE
        VII.**
 **Due
        Diligence Reviews**
  **Section
        7.1.**  **Review
        by Buyer** **.** **** Buyer
        may
        conduct, at its sole cost, such title examination or investigation, and other
        examinations and investigations, as it may in its sole discretion choose
        to
        conduct with respect to the Properties in order to determine whether Defects
        (as
        below defined) exist. Buyer’s investigation regarding any environmental matters,
        shall be limited to conducting a Phase I Environmental Site Assessment on
        the
        Oil and Gas Properties. Should, as a result of such examinations and
        investigations, or otherwise, one or more matters come to Buyer's attention
        which would constitute a Defect, and should there be one or more of such
        Defects
        which Buyer is unwilling to waive and close the transaction contemplated
        hereby
        notwithstanding the fact that such Defects exist, Buyer shall notify Seller
        in
        writing of such Defects as soon as the same are identified by Buyer (such
        Defects of which Buyer so provides notice are herein called **** " **Asserted
        Defects** "),
        but
        in no event **** later
        than December 15, 2007 (“ **Defect
        Deadline** ”).
        Such
        notification shall include, for each Asserted Defect, (i) a description of
        the
        Asserted Defect and the wells and/or units listed on **Schedule
        I** to which
        it relates and all supporting documentation reasonably necessary to fully
        describe the basis for the Defect, (ii) for each applicable well or unit,
        the
        size of any variance from " **Net
        Revenue Interest** "
        or
        " **Working
        Interest** "
        which
        does or could result from such Asserted Defect and (iii) the Defect Amount
        that
        Buyer proposes for such Asserted Defect. All Defects with respect to which
        Buyer
        fails to so give Seller notice will be deemed waived for all purposes. All
        access to Seller’s records and the Properties in connection with such due
        diligence shall be subject and pursuant to **Section
        6.1** (including, without limitation, the exculpation and indemnification provisions
        contained in **Section
        6.1(c)** ).
  11


(a)  **Nature
        of Defects** **.** The
        term **** “ **Defect** ”
as
        used
        in this Section shall mean the following:
 
 (i)  **NRI
        or WI Variances** .
        Seller’s ownership of the Properties is such that, with respect to a well or
        unit listed on **Schedule
        I** hereto,
        it (A) entitles Seller to receive a decimal share of the oil, gas and other
        hydrocarbons produced from such unit, or from currently producing completions
        in
        such well which is less than the decimal share set forth on **Schedule
        I** in
        connection with such well or unit in the column headed "Net Revenue Interest"
        or
        (B) causes Seller to be obligated to bear a decimal share of the cost of
        operation of such well (as to such completions) or unit greater than the
        decimal
        share set forth on **Schedule
        I** in
        connection with such well or unit **** in
        the
        column headed "Working Interest" (without at least a proportionate increase
        in
        the share of production to which Seller is entitled to receive from such
        well or
        unit).
 
 (ii)  **Liens** .
        Seller's ownership of an Oil and Gas Property is subject to a lien other
        than **** (A)
        a
        lien for taxes which are not yet delinquent or (B) a mechanic's or materialmen's
        lien (or other similar lien), or a lien under an operating agreement or similar
        agreement, to the extent the same relates to expenses incurred which are
        not yet
        delinquent or (C) liens which will be released at or before
        Closing.
 
 (iii)  **Consents** .
        Any
        Consent to assignment that would render any Lease, by its express terms,
        void or
        voidable, or terminable, in the event that such Consent is not obtained prior
        to
        assignment of such Lease, and such Consent is not obtained prior to Closing,
        unless a waiver of such Consent has been obtained with respect to the
        transaction contemplated hereby or either (A) the period of time required
        for
        such party to exercise such right has expired without such party exercising
        such
        right, or (B) such right has been exercised and the affected portion of the
        Properties has been excluded from the transactions contemplated hereby (and
        the
        Purchase Price adjusted downward) as provided in **Section
        6.3.**
 
 (iv)  **Imperfections
        in Title** .
        Seller's ownership of an Oil and Gas Property is subject to an imperfection
        in
        title which, if asserted, would cause a Defect, as defined in subparagraph
        (i)
        above, to exist, and such imperfection in title is not such as would normally
        be
        waived by persons engaged in the oil and gas business when purchasing producing
        properties.
 
 (v)  **Environmental
        Matters** .
        Except
        as disclosed on the **Schedule
        III** ,
        an Oil
        and Gas Property is in violation of Applicable Environmental Laws in any
        material respect pursuant
        to the Phase I Environmental Site Assessment conducted by Buyer.
 
 12
  Notwithstanding
        any other provision in this Agreement to the contrary, the following matters
        shall not constitute, and shall not be asserted as, a Defect: (i) defects
        or irregularities arising out of lack of corporate authorization or a variation
        in corporate name, unless Buyer provides affirmative evidence that such
        corporate action was not authorized and results in another person’s superior
        claim of title to the relevant Property; (ii) defects or irregularities that
        have been cured or remedied by the passage of time, including, without
        limitation, applicable statutes of limitation or statutes for prescription;
        (iii) defects or irregularities in the chain of title consisting of the failure
        to recite marital status in documents or omissions of heirship proceedings;
        (iv)
        defects or irregularities in title which for a period of 5 years or more
        has not
        delayed or prevented Seller (or Seller's predecessor, if owned by Seller
        less
        than 5 years) from receiving its Net Revenue Interest share of the proceeds
        of
        production or causes it to bear a share of expenses and costs greater than
        its
        Working Interest share from any unit or well; (v) defects or irregularities
        resulting from or related to probate proceedings or the lack thereof which
        defects or irregularities have been outstanding for 5 years or more; and
        (vi) conventional rights of reassignment normally actuated by an intent to
        abandon or release a lease and requiring notice to the holders of such rights
        and any defect or irregularity as would normally be waived by persons engaged
        in
        the oil and gas business when purchasing producing properties.
 
 (b)  **Seller's
        Response** **.** In the
        event that Buyer notifies Seller of Asserted Defects:
 
 (i)  **Cure** .
        Seller
        may (but shall have no obligation to) attempt to cure, prior to Closing,
        one or
        more Asserted Defects.
 
 (ii)  **Postpone
        Closing** .
        Whether
        or not Seller has then begun to, or ever begins to, cure one or more Asserted
        Defects (and whether or not Seller has elected option (iii) below with respect
        to one or more Asserted Defects), Seller may postpone the Closing by designating
        a new Closing Date not later than January 4, 2008. Notwithstanding any such
        election to postpone Closing, Seller shall still have no obligation to cure
        Asserted Defects.
 
 (iii)  **Allocation** .
        Notwithstanding any other election made under this Section (without limitation,
        it being expressly recognized that Seller may attempt to cure Asserted Defects
        while acting under this election), Seller may elect to have one or more Asserted
        Defects handled under **Article
        VIII** below.
 
 **ARTICLE
        VIII.**
 **Calculation
        of Defect Amount; Upward Adjustments**
  **Section
        8.1.**  **Procedures.** **** In
        the
        event that, as a part of the due diligence reviews provided for in **Section
        7.1** above,
        Asserted Defects are presented to Seller, and Seller is unable (or unwilling)
        to
        cure such Asserted Defects prior to Closing, then Buyer and Seller shall
        attempt
        to agree upon an appropriate Defect Amount for each such Asserted Defect.
  **Section
        8.2.**  **Amount
        of Certain Defects** .
        In the
        event that Buyer raises as an Asserted Defect one of the following types
        of
        Defects, Seller and Buyer shall agree upon a Defect Amount calculated as
        set
        forth below in connection with such Defect:
 
 13
  (i)  **NRI
        Variance/Proportionate Price Reductions** .
        If the
        Asserted Defect is (I) a Defect described in clause (A) of **Section
        7.1(a)(i)** or (II)
        a Defect which otherwise affects a portion of Seller's interest in a well
        or
        unit listed on **Schedule
        I** :
        an
        amount determined by multiplying the "Allocated Amount" set forth for such
        well
        or unit on **Schedule I** by
        a
        fraction (A) the numerator of which is an amount equal to the difference
        between
        the " **Net
        Revenue Interest** "
        shown
        on **Schedule
        I** for such
        well or unit less the decimal share to which Seller would be entitled to
        as a
        result of its ownership interest in such well or unit which is unaffected
        by
        such Defect and (B) the denominator of which is the "Net Revenue Interest"
        shown
        for such well or unit on **Schedule
        I** .
 
 (ii)  **Liens/Payoff
        Amount** .
        If the
        Asserted Defect is a Defect described in **Section
        7.1(a)(ii)** ,
        an
        amount of the debt secured by such lien.
 
 If
        Seller
        proposes an allocation in accordance with **Section
        8.2** ,
        the
        Defect Amount will be deemed agreed to under **Section
        8.1** above.
 
 **Section
        8.3.**  **Possible
        Upward Adjustments** .
        Should
        Seller determine (or should Buyer, in the course of its due diligence reviews
        contemplated by **Section**  **7.1** ,
        determine) that the ownership of the Properties by Seller entitles Seller
        to a
        decimal share of the production from a well or unit listed on **Schedule
        I** greater
        than the decimal share shown for such well or unit under the column headed
        "Net
        Revenue Interest" on such **Schedule
        I** ,
        then
        Seller may propose an upward adjustment to the Base Purchase Price to account
        for such fact. The party making such determination shall notify the other
        party
        no later than December 15, 2007. Any proposed upward adjustment to the Base
        Purchase Price shall be reduced by the aggregate Defect Amount, if any, which,
        for this purpose only, shall include Defect Amounts of less than
        $50,000.
 
 **Section
        8.4.**  **Limitations** .
        If the
        Defect Amount determined pursuant to the above described procedure for any
        particular Asserted Defect does not exceed $50,000, such Defect Amount will
        not
        be included in the calculation of the aggregate Defect Amount for purposes
        of **Sections
        9.1(c)** and **9.2(c)** .
        Notwithstanding anything to the contrary contained herein, the sole purpose
        of
        determining the Defect Amount for Asserted Defects is to determine whether
        or
        not the conditions precedent set forth in **Sections
        9.1(c)** and **9.2(c)** are
        satisfied. If the Closing occurs, in no event shall there be any adjustment
        to
        the Base Purchase Price for any Defect Amount.
 
 **ARTICLE
        IX.**
 **Conditions
        Precedent to Closing Obligations**
  **Section
        9.1.**  **Conditions
        Precedent to the Obligations of Buyer** .
        The
        obligations of Buyer to consummate the transactions contemplated by this
        Agreement are subject to each of the following conditions being
        met:
  (a)  **Representations
        True and Correct** .
        Each
        and every representation of Seller under this Agreement shall be true and
        accurate in all material respects as of the date when made and, for the purposes
        of serving as a condition to close, shall be true and accurate in all material
        respects at and as of such time of Closing as if it had been made again at
        and
        as of the Closing.
  14
  (b)  **Compliance
        with Covenants and Agreements** .
        Seller
        shall have performed and complied in all material respects with (or compliance
        therewith shall have been waived by Buyer) each and every covenant and agreement
        required by this Agreement to be performed or complied with by Seller prior
        to
        or at the Closing.
  (c)  **Price
        Allocation Limitations** .
        The
        aggregate Defect Amount for Asserted Defects (if any) or upward adjustment
        of
        the Base Purchase Price (if any) resulting from the procedures set forth
        in **Article
        VIII** does not
        exceed fifteen percent (15%) of the Base Purchase Price.
  (d)  **Litigation** .
        No
        suit, action or other proceedings shall, on the date of Closing, be pending
        or
        threatened before any court or governmental agency seeking to restrain,
        prohibit, or obtain material damages or other material relief in connection
        with
        the consummation of the transactions contemplated by this
        Agreement.
  If
        any
        such condition on the obligations of Buyer under this Agreement is not met
        as of
        the Closing Date, or in the event the Closing does not occur on or before
        the
        Closing Date, and (in either case) Buyer is not in material breach of its
        obligations hereunder, this Agreement may, at the option of Buyer, be
        terminated. In the event such a termination by Buyer occurs the parties shall
        have no further obligations to one another hereunder (other than the obligations
        under **Section
        6.1(c)** and **Section
        13.3** hereof
        all of which will survive such termination). In the event of such a termination
        by Buyer, the Deposit plus interest accrued thereon will be refunded to Buyer.
        If Buyer proceeds to Closing with knowledge of any condition precedent above
        not
        being met by Seller, such condition precedent will be deemed waived by Buyer
        as
        a condition to close and Buyer hereby waives any claim for breach of a
        representation and warranty or for indemnity related thereto .
  **Section
        9.2.**  **Conditions
        Precedent to the Obligations of Seller** .
        The
        obligations of Seller to consummate the transactions contemplated by this
        Agreement are subject to the each of the following conditions being
        met:
  (a)  **Representations
        True and Correct** .
        Each
        and every representation of Buyer under this Agreement shall be true and
        accurate in all material respects as of the date when made and for the purposes
        of serving as a condition to close, and shall be true and accurate in all
        material respects at and as of such time of Closing as if it had been made
        again
        at and as of the Closing.
  (b)  **Compliance
        With Covenants and Agreements** .
        Buyer
        shall have performed and complied in all material respects with (or compliance
        therewith shall have been waived by Seller) each and every covenant and
        agreement required by this Agreement to be performed or complied with by
        Buyer
        prior to or at the Closing.
  15
  (c)  **Price
        Allocation Limitations** .
        The
        aggregate Defect Amount for Asserted Defects (if any) resulting from the
        procedures set forth in **Article
        VIII** does not
        exceed fifteen percent (15%) of the Base Purchase Price.
  (d)  **Litigation** .
        No
        suit, action or other proceedings shall, on the date of Closing, be pending
        or
        threatened before any court or governmental agency seeking to restrain,
        prohibit, or obtain material damages or other material relief in connection
        with
        the consummation of the transactions contemplated by this
        Agreement.
  If
        any
        such condition on the obligations of Seller under this Agreement is not met
        as
        of the Closing Date, or in the event the Closing does not occur on or before
        the
        Closing Date, and (in either case) Seller is not in material breach of its
        obligations hereunder, this Agreement may, at the option of Seller, be
        terminated, in which case the parties shall have no further obligations to
        one
        another hereunder (other than the obligations under **Section
        6.1(c)** and **Section
        13.3** hereof,
        all of which will survive such termination). If Seller proceeds to Closing
        with
        knowledge of any condition precedent above not being met by Buyer, such
        condition precedent will be deemed waived by Seller as a condition to close
        and
        Seller hereby waives all claims for breach of a representation and warranty
        or
        for indemnity related thereto. In the event of such a termination by Seller,
        the
        Deposit plus interest accrued thereon shall be refunded to Buyer, unless
        (i) the
        conditions which are not met include condition (a) or (b) above or (ii) Buyer
        shall otherwise have breached this Agreement, in which event the Deposit
        plus
        interest shall be retained by Seller. If both Seller and Buyer are in material
        breach of their obligations hereunder and the Closing does not occur on or
        before the Closing Date, the Deposit plus interest accrued thereon shall
        be
        refunded to Buyer.
  **ARTICLE
        X.**
 **Closing**
  **Section
        10.1.**  **Closing** .
        The
        closing (herein called the “ **Closing** ”)
        of the
        transaction contemplated hereby shall take place in the offices of Seller
        in
        Houston, Texas, at 10:00 a.m. Houston, Texas Time, on either December 21,
        2007,
        or January 4, 2008, as designated by Seller in a written notice delivered
        to
        Buyer at least three days prior to December 21, 2007, or at such other date
        and
        time (i) as the Buyer and Seller may mutually agree upon or (ii) to which
        Seller
        may postpone the Closing pursuant to **Section
        7.1(b)** hereof
        (such date and time, being herein called the “ **Closing
        Date** ”).
  **Section
        10.2.**  **Seller’s
        Closing Obligations** .
        At the
        Closing,
  (a)  **Delivery
        of Conveyance** .
        Upon
        receipt of payment of the amount provided in **Section
        10.3(a)** ,
        Seller
        shall execute, acknowledge and deliver to Buyer a conveyance of the Properties
        (the “ **Conveyance** ”),
        in
        the form attached hereto as **Schedule II** (and
        with **Exhibits A
        and A-1** hereto,
        with such modifications as may be mutually agreed to by Buyer and Seller,
        being
        attached thereto), effective as to runs of oil and deliveries of gas and
        for all
        other purposes as of 7 o’clock a.m., local time at the locations of the
        Properties, respectively, on October 1, 2007 (the “ **Effective
        Date** ”).
  16
  (b)  **Federal
        and State Conveyance Forms** .
        Seller
        shall execute (and, where required, acknowledge) and deliver to Buyer forms
        of
        conveyance or assignment as required by the applicable authorities for transfers
        of any interests in state, federal or Indian leases included in the Oil and
        Gas
        Properties.
  (c)  **Letters
        in Lieu** .
        Seller
        shall, if requested by Buyer, execute and deliver to Buyer letters in lieu
        of
        transfer orders (or similar documentation), in form acceptable to both
        parties.
  (d)  **Turn
        Over Possession** .
        Seller
        shall, to the extent Seller can do so, turn over possession of the
        Properties.
  **Section
        10.3.**  **Buyer’s
        Closing Obligations** .
        At the
        Closing,
  (a)  **Payment
        to Seller** .
        Buyer
        shall deliver to the Seller, by wire transfer of immediately available funds
        to
        an account designated by Seller in a bank located in the United States, an
        amount equal to (A) the Purchase Price, less or plus (as the case may be)
        (B)
        any adjustments under **Section
        12.2** which
        are
        to be made at Closing, less (C) the Deposit.
  (b)  **Succession
        by Buyer** .
        Buyer
        shall (A) furnish to Seller such evidence (including, without limitation,
        evidence of satisfaction of all applicable bonding requirements) as Seller
        may
        require that Buyer is qualified with the applicable authorities to succeed
        Seller as the owner, and, where applicable, operator of the Properties, (B)
        with
        respect to properties operated by Seller where Buyer is to succeed Seller
        as
        operator, execute and deliver to Seller appropriate evidence reflecting change
        of operator as required by applicable authorities, and (C) execute and deliver
        to Seller such forms as Seller may reasonably request for filing with the
        applicable authorities to reflect Buyer’s assumption of plugging and abandonment
        liabilities with respect to the wells located on the Properties or on units
        in
        which the Properties participate.
  **ARTICLE
        XI.**
 **Post
        Closing Actions**
  **Section
        11.1.**  **Transfer
        of Files** . To
        the
        extent Buyer or one of its affiliates does not already have possession of
        any of
        the following described files and records, Seller
        will use its best efforts to deliver to Buyer, at Buyer’s expense, and within 45
        days after Closing, all of Seller’s lease files, abstracts and title opinions,
        division order files, production records, well files, accounting records
        (but
        not including general financial accounting or tax accounting records), and
        other
        similar files and records which directly relate to the Properties, other
        than
        those which Seller considers to be proprietary or confidential to it or which
        Seller cannot provide to Buyer without, in its reasonable opinion, breaching,
        or
        risking a breach of, agreements with other parties, or waiving, or risking
        waiving, legal privilege. Seller may, at its election, make and retain copies
        of
        any or all such files. Buyer shall preserve all files so delivered by Seller
        for
        a period of four years following Closing and will allow Seller access
        (including, without limitation, the right to make copies at Seller’s expense) to
        such files at all reasonable times.
 
 17
  **Section
        11.2.**  **Notifications
        by Buyer** .
        Immediately after the Closing, Buyer shall notify all applicable operators,
        non-operators, oil and gas purchasers, and government agencies that it has
        purchased the Properties.
  **ARTICLE
        XII.**
 **Accounting
        Adjustments**
  **Section
        12.1.**  **Adjustments
        for Revenues and Expenses** .
        Appropriate adjustments to the Base Purchase Price and the Purchase Price,
        as
        applicable, shall be made between Buyer and Seller so that:
  (a)  Buyer
        will bear all expenses which are incurred in the operation of the Properties
        after the Effective Date, including without limitation all overhead costs
        under
        the Applicable Operating Agreements, and Buyer will receive all proceeds
        (net of
        applicable production, severance, and similar taxes) from sales of oil, gas
        and/or other minerals which are produced from (or attributable to) the
        Properties and which are produced after the Effective Date, and
  (b)  except
        as
        provided in subsection (c) below, **Section
        12.3** below
        and **Article
        XIII** ,
        Seller
        will bear all expenses which are incurred in the operation of the Properties
        before the Effective Date and Seller will receive all proceeds (net of
        applicable production, severance, and similar taxes) from the sale of oil,
        gas
        and/or other minerals which were produced from (or attributable to) the
        Properties and which were produced before the Effective Date, and
  (c)  Buyer
        will bear all drilling costs, reworking costs, and all other capital
        expenditures which are incurred in connection with the development, exploration
        or operation of the Properties after the Effective Date.
  It
        is
        agreed that, in making such adjustments:
  (i)  oil
        which
        was produced from the Oil and Gas Properties and which was, on the Effective
        Date, stored in tanks located on the Oil and Gas Properties (or located
        elsewhere but used by Seller to store oil produced from, or attributable
        to, the
        Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline
        connections shall be deemed to have been produced before the Effective
        Date,
  (ii)  ad
        valorem and similar taxes assessed for periods prior to the Effective Date,
        including any prepaid taxes by Seller, shall be borne by Seller and ad valorem
        taxes assessed for periods on or after the Effective Date shall be borne
        by
        Buyer (ad valorem and similar taxes shall be considered assessed for the
        period
        for which they are stated to be assessed, even if the same are based on
        production or other activities occurring in prior periods),
  18
  (iii)  ad
        valorem and similar taxes assessed with respect to a period which the Effective
        Date splits shall be prorated based on the number of days in such period
        which
        fall on each side of the Effective Date (with the day on which the Effective
        Date falls being counted in the period after the Effective Date),
  (iv)  the
        provisions of **Section
        16.3** shall
        be
        given effect as if the same had taken effect on the Effective Date,
  (v)  casualty
        losses shall be handled in accordance with **Section
        14.1** ,
  (vi)  delay
        rentals shall be attributable to the period for which they are paid (e.g.
        annual
        delay rentals due on January 1, 2007 shall be attributable to calendar year
        2007) rather than to the time when paid, and shall be prorated with respect
        to
        such period in the same manner as ad valorem taxes and
  (vii)  no
        consideration shall be given to the local, state or federal income tax
        liabilities of any party.
  With
        respect to **Section
        12.1(b),** the
        Parties acknowledge that the allocation of expenses incurred in the operation
        of, and proceeds of production from, the Properties before the Effective
        Date
        among the partners of the Sellers shall be governed by the terms of the existing
        limited partnership agreements of the Sellers.
 
 **Section
        12.2.**  **Initial
        Adjustment at Closing** .
        At
        least five (5) days before the Closing Date, Seller shall provide to Buyer
        a
        statement showing its computations of the amount of the adjustments provided
        for
        in **Section
        12.1** above
        based on amounts which prior to such time have actually been paid or received
        by
        Seller. Buyer and Seller shall attempt to agree upon such adjustments prior
        to
        Closing, provided that if agreement is not reached, Seller’s computation shall
        be used at Closing, subject to further adjustment under **Section 12.3** below.
        If the amount of adjustments so determined which would result in a credit
        to
        Buyer exceed the amount of adjustments so determined which would result in
        a
        credit to Seller, Buyer shall, as provided in **Section
        10.3** above,
        receive a credit at Closing for the amount of such excess, and if the converse
        is true, then, as provided in **Section
        10.3** above,
        the amount to be paid by Buyer to Seller at Closing shall be increased by
        the
        amount of such excess.
  **Section
        12.3.**  **Adjustment
        Post Closing** .
        On or
        before March 30, 2008, Buyer and Seller shall review any additional information
        which may then be available pertaining to the adjustments provided for in **Section
        12.1** above,
        shall determine if any additional adjustments should be made beyond those
        made
        at Closing (whether the same be made to account for expenses or revenues
        not
        considered in making the adjustments made at Closing, or to correct errors
        made
        in the adjustments made at Closing), and shall make any such adjustments
        by
        appropriate payments from Seller to Buyer or from Buyer to Seller. During
        the
        period between Closing and the point in time when such post closing adjustment
        has been agreed to, Buyer shall, on a monthly basis, pay over to Seller any
        revenue received by it with respect to the Properties which was, under **Section
        12.1** above,
        to
        be reserved by Seller and such payments shall be considered in making such
        post
        closing adjustment. If Buyer and Seller are unable to agree on or before
        February 28, 2008, on whether any additional adjustments should be made beyond
        those made at Closing or the amount of such additional adjustments, then
        such
        matters shall be determined by arbitration in accordance with the terms of **Section
        16.19**
  19
  **Section
        12.4.**  **No
        Further Adjustments** .
        Following the adjustments under **Section
        12.3** above,
        no further adjustments shall be made under this **Article
        XII** .
        Should
        any expenses with regard to the Properties be charged to (or received by)
        Seller
        or Buyer after the earlier of (i) the conclusion of such adjustments under **Section
        12.3** or (ii)
        February 28, 2008, the same shall be borne by Buyer, regardless of the periods
        to which the same relate, and any bills received by Seller will be forwarded
        to
        Buyer.
  **ARTICLE
        XIII.**
 **Assumption
        and Indemnification**
  **Section
        13.1.**  **Assumption
        and Indemnification By Buyer** .
        From
        and after the Closing, Buyer shall assume, indemnify and hold Seller (and
        its
        partners, members, and all their affiliates, and all their respective directors,
        officers, employees, attorneys, contractors and agents) harmless from and
        against any and all claims, actions, causes of action, liabilities, damages,
        costs or expenses (including, without limitation, court costs and consultants’
and attorneys’ fees) of any kind or character (individually a “ **Seller’s
        Indemnified Claim** ”
and
        collectively “ **Seller’s
        Indemnified Claims** ”)
        arising out of
  (a)  any
        misrepresentation or breach of any warranty, covenant or agreement of Buyer
        contained in this Agreement,
  (b)  the
        ownership and/or operation of the Properties regardless
        of whether the same accrued or otherwise arose before or **** after
        the
        Effective Date (including, without limitation, those arising under the contracts
        and agreements described in **Section 2.1(d)** above ) ,
  (c)  the
        condition ( **“Condition
        of the Properties”** ) of
        the
        Properties (including, without limitation, within such matters all obligations
        to properly plug and abandon, or replug and re-abandon, wells located on
        the
        Properties, to restore the surface of the Properties and to comply with,
        or to bring the
        Properties into compliance with, Applicable Environmental Laws, rules,
        regulations and orders, including conducting any remediation, investigation, removal or cleanup activities which may be required on or otherwise in connection with activities
        on the Properties), regardless of whether such condition or the events giving
        rise to such condition arose or occurred before or after the Effective Date,
        or
  (d)  any
        ha zardous
        substances, hazardous wastes, solid wastes, or special wastes (as defined
        under
        Applicable Environmental Laws) disposed of on the Properties or generated in
        connection with operation of the Properties.
  20
  **THE
        FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH
        DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION,
        LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE
        (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE
        OR
        PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL
        MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii** ) **THE
        SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON ANY INDEMNIFIED
        PARTY** **.**
  **Section
        13.2.**  **Notice
        of Claim** .
        If
        indemnification pursuant to **Section
        13.1** is
        sought, the party seeking indemnification (the “ **Indemnitee** ”)
        shall
        give written notice to the indemnifying party of an event giving rise to
        the
        obligation to indemnify, describing in reasonable detail the factual basis
        for
        such claim, and shall allow the indemnifying party to assume and conduct
        the
        defense of the claim or action with counsel reasonably satisfactory to the
        Indemnitee, and cooperate with the indemnifying party in the defense thereof;
        provided, however, that the omission to give such notice to the indemnifying
        party shall not relieve the indemnifying party from any liability which it
        may
        have to the Indemnitee, except to the extent that the indemnifying party
        is
        prejudiced by the failure to give such notice and as otherwise provided in **Section
        15.1** .
        The
        Indemnitee shall have the right to employ separate counsel to represent the
        Indemnitee if the Indemnitee is advised by counsel that an actual conflict
        of
        interest makes it advisable for the Indemnitee to be represented by separate
        counsel and the reasonable expenses and fees of such separate counsel shall
        be
        paid by the indemnifying party.
  **Section
        13.3.**  **No
        Commissions Owed** .
        Seller
        agrees to indemnify and hold Buyer (and its partners and its and their
        affiliates, and the respective officers, directors, employees, attorneys,
        contractors and agents of such parties) harmless from and against any and
        all
        claims, actions, causes of action, liabilities, damages, losses, costs or
        expenses (including, without limitation, court costs and attorneys fees)
        of any
        kind or character arising out of or resulting from any agreement, arrangement
        or
        understanding alleged to have been made by, or on behalf of, Seller with
        any
        broker or finder in connection with this Agreement or the transaction
        contemplated hereby. Buyer agrees to indemnify and hold Seller (and its partners
        and its and their affiliates and the respective officers, directors, employees,
        attorneys, contractors and agents of such parties) harmless from and against
        any
        and all claims, actions, causes of action, liabilities, damages, losses,
        costs
        or expenses (including, without limitation, court costs and attorneys fees)
        of
        any kind or character arising out of or resulting from any agreement,
        arrangement or understanding alleged to have been made by, or on behalf of,
        Buyer with any broker or finder in connection with this Agreement or the
        transaction contemplated hereby.
  **ARTICLE
        XIV.**
 **Casualty
        Losses**
  **Section
        14.1.**  **Casualty
        Loss** .
        Seller
        shall maintain its existing insurance coverage. In the event of damage by
        fire
        or other casualty to the Properties prior to the Closing, this Agreement
        shall
        remain in full force and effect, and Buyer shall be obligated to Close with
        respect to the Property affected by such damage without any reduction of
        the
        Purchase Price. In such event, Seller shall assign to Buyer any insurance
        claims
        related to such damage, and in the event of a loss which is not covered by
        insurance, Seller shall have no obligation to Buyer with respect thereto;
        provided that, if Buyer so requests, Seller will assign any rights it may
        have
        against third parties with respect to such damage
  21
  **ARTICLE
        XV.**
 **Notices**
  **Section
        15.1.**  **Notices** .
        All
        notices and other communications required under this Agreement shall (unless
        otherwise specifically provided herein) be in writing and be delivered
        personally, by recognized commercial courier or delivery service which provides
        a receipt, by telecopier (with receipt acknowledged), or by registered or
        certified mail (postage prepaid), at the following addresses:
  If
                    to Buyer:
                EnerVest
                    Production Partners, Ltd.
                  c/o
                    EVPP GP, LLC, General Partner
                  1001
                    Fannin, Suite 800
                  Houston,
                    Texas 77010
                  Attn:
                    Mr. Michael Mercer
                  Telephone:
                    (713) 659-3500
                  Telecopy:
                    (713) 659-3556If
                  to Seller:
                EnerVest Appalachia, L.P.
                  c/o
                    EnerVest, Ltd.
                  1001
                    Fannin, Suite 800
                  Houston,
                    Texas 77010
                  Attn:
                    Mr. Mark Houser
                  Telephone:
                    (713) 659-3500
                  Telecopy:
                    (713) 659-3556With
                  a copy to:
                TIFD III-X LLC
                  c/o
                    GE Commercial Finance—EFS
                  120
                    Long Ridge Road - 3rd Floor
                  Stamford,
                    Connecticut 06927-1550
                  Attn :
                    Global Asset Management Operations
                  Telecopy:
                    (203) 961-2017
 
 or
        such
        other post office address within the continental limits of the United States
        as
        a party may designate for itself by giving notice to the other party, in
        the
        manner provided in this Section, at least ten (10) days prior to the effective
        date of such change of address. All notices given by personal delivery or
        mail
        shall be effective on the date of actual receipt at the appropriate address
        as
        provided above. Notices given by telecopier, if receipt is confirmed by the
        transmitting device, shall be effective upon actual receipt of received during
        recipient’s normal business hours or at the beginning of the next business day
        after receipt if received after recipient’s normal business hours.
  22
  **ARTICLE
        XVI.**
 **Miscellaneous
        Matters**
  **Section
        16.1.**  **Survival
        of Provisions** .
        None of
        the representations and warranties contained in this Agreement, or in any
        certificate delivered at Closing shall survive the Closing and the delivery
        of
        the Conveyance. The obligations of the parties under **Article
        IX** (to the
        extent the same are, by mutual agreement, not performed at Closing), and **Sections
        13.1, 13.3** , **15.1
        and Article XVI** shall
        (subject to any limitations set forth therein) survive the Closing and the
        delivery of the Conveyance. The obligations of the parties under **Article
        XII** ,
        and **Sections
        6.2** and **6.3** shall
        survive the Closing and the delivery of the Conveyance but only for a period
        of
        180 days from the Closing.
 
 **Section
        16.2.**  **Further
        Assurances** .
        After
        the Closing, Seller shall execute and deliver, and shall otherwise cause
        to be
        executed and delivered, from time to time, such further instruments, notices,
        division orders, transfer orders and other documents, and do such other and
        further acts and things, as may be reasonably necessary to more fully and
        effectively grant, convey and assign the Properties to Buyer.
  **Section
        16.3.**  **Gas
        Imbalances, Make-Up Obligations** .
        Without
        limitation of any other provision of this Agreement, it is expressly understood
        and agreed that, upon the occurrence of Closing, Buyer shall succeed to and
        assume the position of Seller with respect to all gas imbalances and make-up
        obligations related to the Properties (regardless of whether such imbalances
        or
        make-up obligations arise at the wellhead, pipeline, gathering system or
        other
        level, and regardless of whether the same arise under contract or otherwise).
        As
        a result of such succession, Buyer shall (i) be entitled to receive any and
        all
        benefits which Seller would have been entitled to receive by virtue of such
        position (including, without limitation, rights to produce and receive volumes
        of production in excess of volumes which it would otherwise be entitled to
        produce and receive by virtue of ownership of the Properties and rights to
        receive cash balancing payments), and (ii) be obligated to suffer any detriments
        which Seller would have been obligated to suffer by virtue of such position
        (including, without limitation, the obligation to deliver to others production
        volumes which would have otherwise been attributable to its ownership of
        the
        Properties, to deliver production to purchasers hereof without receiving
        full
        payment therefor, or to make cash balancing payments or to repay take or
        pay
        payments) and (iii) shall be responsible for any and all royalty obligations
        with respect to such imbalances (including, without limitation, any of the
        same
        arising out of royalties having been paid on an “entitlement” basis rather than
        a “receipts” basis).
  **Section
        16.4.**  **Waiver
        of Consumer Rights** .
        Buyer
        hereby waives its rights under the Texas Deceptive Trade Practices - Consumer
        Protection Act, Section 17.41 et seq., Business and Commerce Code, a law
        that gives consumers special rights and protections, and any similar law
        in any
        other state to the extent such Act or similar law would otherwise apply.
        After
        consultation with an attorney of Buyer’s own selection, Buyer voluntarily
        consents to this waiver. To evidence Buyer’s ability to grant such waiver, Buyer
        represents to Seller that it (a) is in the business of seeking or acquiring,
        by
        purchase or lease, goods or services for commercial or business use, (b)
        has
        knowledge and experience in financial and business matters that enable it
        to
        evaluate the merits and risks of the transactions contemplated hereby, (c)
        is
        not in a significantly disparate bargaining position, and (d) has consulted
        with, and is represented by, an attorney of Buyer’s own selection in connection
        with this transaction, and such attorney was not directly or indirectly
        identified, suggested, or selected by Seller or an agent of Seller.
  23
  **Section
        16.5.**  **Parties
        Bear Own Expenses/No Special Damages** .
        Each
        party shall bear and pay all expenses (including, without limitation, legal
        fees) incurred by it in connection with the transaction contemplated by this
        Agreement. **NOTWITHSTANDING
        ANYTHING HEREIN TO THE CONTRARY NEITHER PARTY SHALL HAVE ANY OBLIGATIONS
        WITH
        RESPECT TO THIS AGREEMENT, OR OTHERWISE IN CONNECTION HEREWITH, FOR ANY SPECIAL,
        CONSEQUENTIAL OR PUNITIVE DAMAGES.**
  **Section
        16.6.**  **No
        Sales Taxes** .
        Sales,
        transfer or similar tax imposed in connection with this transaction shall
        be the
        responsibility of and shall be paid by Buyer. Buyer shall indemnify and hold
        Seller (and its affiliates, and its and their directors, officers, employees,
        attorneys, contractors and agents) harmless, for any and all sales, transfer
        or
        other similar taxes (including related penalty, interest or legal costs)
        due by
        virtue of this transaction on the Properties transferred pursuant hereto
        and the
        Buyer shall remit such taxes at that time. Seller and Buyer agree to cooperate
        with each other in demonstrating that the requirements for exemptions from
        such
        taxes have been met.
  **Section
        16.7.**  **Entire
        Agreement** .
        This
        Agreement contains the entire understanding of the parties hereto with respect
        to subject matter hereof and supersedes all prior agreements, understandings,
        negotiations, and discussions among the parties with respect to such subject
        matter; provided that any Confidentiality Agreement executed by Buyer and
        Seller, or any representative of Seller, in connection with the transaction
        contemplated hereby remains in full force and effect and is not superseded
        or
        modified by this Agreement.
  **Section
        16.8.**  **Amendments,
        Waivers** .
        This
        Agreement may be amended, modified, supplemented, restated or discharged
        (and
        provisions hereof may be waived) only by an instrument in writing signed
        by the
        party against whom enforcement of the amendment, modification, supplement,
        restatement or discharge (or waiver) is sought.
  **Section
        16.9.**  **Choice
        of Law** .
        Without
        regard to principles of conflicts of law, this Agreement shall be construed
        and
        enforced in accordance with and governed by the laws of the state of Texas
        applicable to contracts made and to be performed entirely within such state
        and
        the laws of the United States of America, except that, to the extent that
        the
        law of a state in which a portion of the Properties is located (or which
        is
        otherwise applicable to a portion of the Properties) necessary governs, the
        law
        of such state shall apply as to that portion of the property located in (or
        otherwise subject to the laws of) such state.
  **Section
        16.10.**  **Time
        of Essence** .
        Time is
        of the essence in this Agreement.
  **Section
        16.11.**  **No
        Assignment** .
        Neither
        party shall have the right to assign this Agreement, including any
        indemnification rights, without the prior written consent of the other party
        first having been obtained.
  24
  **Section
        16.12.**  **Successors
        and Assigns** .
        Subject
        to the limitation on assignment contained in **Section
        16.11** above,
        the Agreement shall be binding on and inure to the benefit of the parties
        hereto
        and their respective successors and assigns.
  **Section
        16.13.**  **No
        Press Releases** .
        Except
        as may be required under applicable law, prior to Closing neither party shall
        make any public announcement with respect to the transaction contemplated
        hereby
        without the consent of the other party, which consent is not to be unreasonably
        withheld.
  **Section
        16.14.**  **Counterpart
        Execution, Fax Execution** .
        This
        instrument may be executed in a number of identical counterparts, each of
        which
        for all purposes is to be deemed an original, and all of which constitute
        collectively, one instrument. It is not necessary that each party hereto
        execute
        the same counterpart so long as identical counterparts are executed by each
        such
        party hereto. This instrument may be validly executed and delivered by facsimile
        or other electronic transmission.
  **Section
        16.15.**  **Exclusive
        Remedy** .
        The
        sole and exclusive remedy of Buyer with respect to the Properties shall be
        pursuant to the express provisions of this Agreement. Without limitation
        of the
        foregoing, if the Closing occurs the sole and exclusive remedy of Buyer,
        for any
        and all (a) claims relating to any representations, warranties, covenants
        and agreements that is contained in this Agreement or in any certificate
        delivered at Closing, (b) other claims pursuant to or in connection with
        this
        Agreement and (c) other claims relating to the Properties and the purchase
        and
        sale thereof, shall be any right to indemnification from such claims that
        is
        expressly provided in this Agreement, and if no such right of indemnification
        is
        expressly provided, then such claims are hereby waived to the fullest extent
        permitted by law. If the Closing occurs, Buyer shall also be deemed to have
        waived, to the fullest extent permitted under applicable law, any right to
        contribution against Seller (including, without limitation, any contribution
        claim arising under any Applicable Environmental Law) and any and all other
        rights, claims and causes of action it may have against Seller arising under
        or
        based on any federal, state or local statute, law, ordinance, rule or regulation
        or common law or otherwise. If the Closing does not occur due to the breach
        of
        Seller, (i) to the extent permitted by applicable law, the sole and exclusive
        remedy of Buyer shall be the right to return of the Deposit to the extent
        provided in the other provisions of this Agreement and to specific performance
        under applicable law, (ii) except with respect to return of the Deposit plus
        interest accrued thereon, Buyer shall not be entitled to recover any monetary
        damages, and (iii) Seller agrees that in such event Buyer’s legal remedies will
        be inadequate and that the Properties are unique. If Buyer’s remedy for specific
        performance should for any reason be legally unenforceable, then the sole
        and
        exclusive remedy of Buyer, in such event, shall instead be the right to return
        of the Deposit, plus all accrued interest thereon and to recover actual
        out-of-pocket costs and expenses (but excluding overhead and salaries of
        Buyer’s
        employees) incurred by Buyer in connection with this transaction.
  **Section
        16.16.**  **Imputed
        Knowledge and Waiver** .
        Anything to the contrary notwithstanding, if Buyer or an affiliate of Buyer
        is
        the operator or the contract operator of any Oil and Gas Property, Buyer
        shall
        be deemed to have knowledge of any breach of any representation or warranty
        by
        Seller with respect to any Oil and Gas Property for which Buyer or any affiliate
        of Buyer is acting as the operator or contract operator, and shall not be
        entitled (and hereby waives any right) (i) to refuse to close because of
        the
        existence of any such breach or (ii) to indemnity or any other remedy with
        respect to any such breach.
  25
  **Section
        16.17.**  **** **Arbitration** **.** Any
        matters that are to be determined by arbitration pursuant to the other
        provisions of this Agreement, shall be resolved solely and exclusively by
        arbitration in accordance with the Federal Arbitration Act and using the
        rules
        of the American Arbitration Association or any successor thereof when not
        in
        conflict with such act. Arbitration shall take place at an appointed time
        and
        place in Harris County, Texas. Each party shall select one impartial arbitrator,
        and the two so designated shall select a third impartial arbitrator. If either
        party shall fail to designate an arbitrator within ten (10) days after
        arbitration is requested, or if the two arbitrators shall fail to select
        a third
        arbitrator within twenty (20) days after arbitration is requested, then such
        arbitrator shall be selected by the Senior U.S. District Judge for the Southern
        District of Texas. All arbitrators selected under this Agreement shall have
        at
        least eight (8) years of professional experience in the oil and gas industry
        and
        shall not have been previously employed by either party and shall not have
        a
        direct or indirect interest in either Party or the subject matter of the
        arbitration. The arbitration hearing shall commence as soon as is practical,
        but
        in no event later than thirty (30) days after the selection of the third
        arbitrator. Judgment upon an award of the majority of the arbitrators shall
        be
        binding and, if necessary, may be enforced in any court of competent
        jurisdiction. The arbitrators shall not have any authority to award any special,
        consequential, or punitive damages The arbitration process shall be kept
        confidential and the statements, agreements, views, evidence and opinions
        in
        connection with such arbitration proceeding shall not be discoverable or
        admissible in any legal proceeding for any purpose except to the extent
        necessary to enforce the award of the arbitrators. The fees and expenses
        of the
        third arbitrator shall be shared one-half by Seller and one-half by Buyer
        and
        the fees and expenses of the arbitrator selected by a Party shall be borne
        by
        that Party.
  **Section
        16.18.**  **References,
        Titles and Construction** .
  (a)  All
        references in this Agreement to articles, sections, subsections and other
        subdivisions refer to corresponding articles, sections, subsections and other
        subdivisions of this Agreement unless expressly provided otherwise.
  (b)  Titles
        appearing at the beginning of any of such subdivisions are for convenience
        only
        and shall not constitute part of such subdivisions and shall be disregarded
        in
        construing the language contained in such subdivisions.
  (c)  The
        words **“this
        Agreement”, “this instrument”, “herein”, “hereof”, “hereby”,
“hereunder”** and
        words of similar import refer to this Agreement as a whole and not to any
        particular subdivision unless expressly so limited.
  (d)  Words
        in
        the singular form shall be construed to include the plural and vice versa,
        unless the context otherwise requires. Pronouns in masculine, feminine and
        neuter genders shall be construed to include any other gender.
  (e)  Examples
        shall not be construed to limit, expressly or by implication, the matter
        they
        illustrate.
  26
  **Section
        16.19.**  **Severability** .
        The
        provisions of this Agreement will be deemed severable and the invalidity
        or
        unenforceability of any provision will not affect the validity or enforceability
        of any other provision.
  ***[signature
        pages follow]***
  27
  IN
        WITNESS WHEREOF, this Agreement is executed by the parties hereto on the
        date
        set forth above.
 **Enervest
                        Appalachia, L.P.**By:
                  EnerVest
                      Management Company, L.C.Its:
                  General
                      PartnerBy:
                  /s/
                      Mark A. HouserName:
                  Mark
                      A. HouserTitle:
                  Exec.
                      VP & COO**Enervest
                        Production Partners,
                        Ltd.**By:
                  EVPP
                      GP, LLC, its General PartnerBy:
                  EV
                      Properties, L.P., its Sole MemberBy:
                  EV
                      Properties GP, LLC, its General PartnerBy:
                  EV
                      Energy Partners, L.P., its Sole MemberBy:
                  EV
                      Energy GP, L.P., its General PartnerBy:
                  EnerVest
                      Management, LLC, its General PartnerBy:
                  EnerVest,
                      Ltd., its Sole MemberBy:
                  EnerVest
                      Management GP, L.C., itsGeneral
                      PartnerBy:
                  /s/
                      Michael E. MercerName:
                  Michael
                      E. MercerTitle:
                  SVP
                      and CFO




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