Exhibit 10.1
    

    
      

      


    

    

    



    
      

      

      

      

      

      SECURITIES PURCHASE AGREEMENT
    

    
      

      

      

      by and among
    

    
      

      

      

      CERTAIN MEMBERS OF
    

    
      SFF PRODUCTION, LLC
    

    
      as Sellers,
    

    
      

      

      

      and
    

    
      

      

      

      AMEN PROPERTIES, INC.
    

    
      as Buyer
    

    
      

      

      

      dated as of
    

    
      December 22, 2008
    

    
      

      

      

      

      


    

    

    



    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECURITIES PURCHASE AGREEMENT
    

    

    

    
      This SECURITIES PURCHASE AGREEMENT (this "Agreement"),
      dated as of December 22, 2008, is entered into by and among Amen
      Properties, Inc. ("Buyer") and the members
      identified on Schedule 2.1 (the "Sellers")
      of SFF Production, LLC (the "Company").  All of
      the foregoing are each sometimes referred to herein individually as a "Party"
      and collectively as the "Parties."
    

    
      RECITALS:
    

    
      A.            Sellers own the membership interests (the "Interests")
      in the Company described on Schedule 2.1.
    

    
      B.            Sellers have agreed to sell, and Buyer has agreed to
      purchase, the Interests pursuant to the terms hereof.
    

    
      C.            Buyer is currently a member of the Company, owning a 33.3%
      membership interest.
    

    
      NOW, THEREFORE, in consideration of the mutual benefits to be derived
      from this Agreement and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the Parties
      hereby agree as follows:
    

    
      ARTICLE 1. — DEFINITIONS
    

    
      1.1.            Certain
      Defined Terms.  As used in this Agreement, each of the following
      terms is defined below:
    

    
      "Affiliate" means, with respect to any Person,
      any other Person that, directly or indirectly, through one or more
      intermediaries or otherwise, controls, is controlled by, or is under
      common control with, such Person.
    

    
      "Agreement" is defined in the preamble hereto.
    

    
      "Applicable Environmental Laws" means all
      Applicable Laws in effect at any time pertaining to pollution or the
      protection of the environment, including those relating to waste
      materials and/or hazardous substances.
    

    
      "Applicable Law" means any statute, law, rule,
      or regulation or any judgment, order, writ, injunction, or decree of any
      Governmental Entity to which a specified Person or property is subject.
    

    
      "Appraisal" means that certain appraisal of the
      assets of the Company prepared by Ryder Scott Company LP ("Ryder
      Scott") to be completed after Closing.
    

    
      "Balance Sheet Date" is defined in Section 4.8.
    

    
      
        

        

      

      
        
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      "Buyer" is defined in the preamble hereto.
    

    
      "Buyer Indemnified Parties" is defined in Section
      9.3.
    

    
      "Certificate of Designation" means the
      Certificate of Designations of Series E Preferred Stock of Buyer in
      substantially the form attached hereto as Exhibit "A".
    

    
      "Closing" is defined in Section 3.1.
    

    
      "Closing Date" is defined in Section 3.1.
    

    
      "Common Stock" means the common stock, $0.01 par
      value per share, of Buyer.
    

    
      "Common Stock Cap" is defined in Section
      6.12(a).
    

    
      "Company" is defined in the Recitals.
    

    
      "Confidential Information" is defined in Section
      6.6.
    

    
      "Conversion Shares" means the shares of Common
      Stock into which the Series E Preferred Stock is convertible.
    

    
      "Damages" means losses, claims, damages,
      judgments, settlements, penalties, obligations, costs, liabilities and
      expenses (including reasonable attorneys’ fees and expenses), of any
      nature whatsoever, which result from or arise out of an action,
      petition, plea, charge, complaint, suit, litigation, arbitration,
      mediation, hearing or similar event, occurrence or Proceeding.
    

    
      "Effective Date" means 11:59 p.m., Central Time,
      on December 31, 2008.
    

    
      "Encumbrances" means liens, charges, pledges,
      options, mortgages, deeds of trust, security interests, claims,
      restrictions (whether on voting, sale, transfer, disposition, or
      otherwise), easements, and other encumbrances of every type and
      description, whether imposed by law, agreement, understanding, or
      otherwise.
    

    
      "Equity Securities" means the Series E Preferred
      Stock and the Conversion Shares.
    

    
      "Exchange Act" means the Securities Exchange Act
      of 1934, as amended.
    

    
      "Financial Statements" is defined in Section
      4.7.
    

    
      "Governmental Entity" means any court or
      tribunal in any jurisdiction (domestic or foreign) or any public,
      governmental, or regulatory body, agency, department, commission, board,
      bureau, or other authority or instrumentality (domestic or foreign).
    

    
      "Hazardous Substance" means any substance
      defined as a hazardous substance under any Applicable Environmental Law.
    

    
      
        

        

      

      
        
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      "Inside Investors" means the Sellers who are
      officers, directors, employees or consultants of Buyer, which shall be
      specified on each such Seller's Signature Page.
    

    
      "Interests" is defined in the Recitals.
    

    
      "Material Adverse Effect" means any event or
      condition which, individually or in the aggregate, would reasonably be
      expected to have a material adverse effect on the business, financial
      condition or results of operations of Buyer and its Subsidiaries, taken
      as a whole.
    

    
      "Material Contracts" is defined in Section
      4.12.
    

    
      "Nasdaq Stock Market" is defined in Section
      5.11.
    

    
      "Net Revenue Interest" means as to any of the
      Properties constituting an oil and gas interest, the "net revenue
      interest" of the Company in such Property set forth in the books and
      records of the Company provided to Buyer prior to Closing.
    

    
      "Organizational Documents" is defined in Section
      4.1.
    

    
      "Permits" is defined in Section 4.16.
    

    
      "Party" and "Parties"
      are defined in the preamble hereto.
    

    
      "Permitted Encumbrance" means (i) royalties,
      overriding royalties, net profits interests, production payments and
      other burdens on production which do not reduce the Company's Net
      Revenue Interest in any of the Properties to less than the Net Revenue
      Interest designated in the books and records of the Company provided to
      Buyer; (ii) liens for Taxes and assessments not yet delinquent, or, if
      delinquent, that are being contested in good faith in the ordinary
      course of business and for which adequate reserves have been
      established; (iii) undetermined or inchoate liens or charges
      constituting or securing the payment of expenses that were incurred
      incidental to the maintenance, development, production or operation of
      the Properties, which are not yet delinquent, or, if delinquent, that
      are being contested in good faith in the ordinary course of business and
      for which adequate reserves have been established; (iv) materialman’s,
      mechanic’s, repairman’s, employee’s, contractor’s and operator’s liens
      or other similar liens or charges for amounts arising in the ordinary
      course of business which are not yet delinquent, or, if delinquent, that
      are being contested in good faith in the ordinary course of business and
      for which adequate reserves have been established; (v) obligations or
      duties affecting the Properties to any governmental authority with
      respect to any franchise, grant, license or permit and all Applicable
      Laws, rules, regulations and orders of all governmental authorities;
      (vi) easements, rights of way, servitudes, permits, surface leases and
      other rights in respect of surface operations, office leases, pipelines,
      plat restrictions and similar encumbrances, provided that they do not
      materially detract from the value, or materially increase the cost of
      operation of the Properties; (vii) the Material Contracts; and
      (viii) liens, charges and other Encumbrances and irregularities in the
      chain of title which, because of remoteness in or passage of time,
      statutory cure periods, marketable title acts or other similar reasons,
      have not affected or interrupted, and are not reasonably expected to
      affect or interrupt, the claimed ownership of the Company to any of the
      Properties or the receipt of production revenues from the Properties
      affected thereby.
    

    
      
        

        

      

      
        
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      "Person" means any individual, corporation,
      partnership, joint venture, association, joint-stock company, trust,
      enterprise, unincorporated organization, or Governmental Entity.
    

    
      "Proceedings" means all proceedings, actions,
      claims, suits, investigations, and inquiries by or before any arbitrator
      or Governmental Entity.
    

    
      "Properties" means, collectively, the
      properties, assets, rights, and interests owned by the Company.
    

    
      "Purchase Price" is defined in Section 2.2.
    

    
      "Required Consent" means the approval of Sellers
      owning in excess of 50% of the total Interests.
    

    
      "SEC" means the Securities and Exchange
      Commission.
    

    
      "SEC Filings" means Buyer's reports and other
      filings made with the SEC for a period of two (2) years prior to the
      date hereof and all exhibits thereto.
    

    
      "Securities Act" means the Securities Act of
      1933, as amended.
    

    
      "Seller" and "Sellers"
      are defined in the recitals.
    

    
      "Seller Indemnified Parties" is defined in Section
      9.2.
    

    
      "Seller Parties" and "Seller Party"
      means the Company and Sellers.
    

    
      "Series E Preferred Stock" means the Series E
      Preferred Stock of Buyer, par value $0.001 per share, having the rights
      and preferences substantially as set forth in the Certificate of
      Designations.
    

    
      "Signature Page" means the counterpart signature
      page of this Agreement signed by each Seller.
    

    
      "Stockholder Approval" has the meaning set forth
      in Section 6.12.
    

    
      "Subsidiaries" means, when used with reference
      to an entity, any corporation, a majority of the outstanding voting
      securities of which are owned directly or indirectly by such
      entity.  Such term shall also refer to any other partnership, limited
      partnership, limited liability company, joint venture, trust, or other
      business entity in which such entity has a material interest.
    

    
      "Taxes" means any federal, state, local, or
      foreign income taxes or similar assessments, or any sales, use, gross
      receipts, license, payroll, employment, excise, severance, stamp,
      occupation, premium, windfall profits, environmental, customs, ad
      valorem, duties, capital stock, franchise, profits, withholding, social
      security, unemployment, disability, real property, personal property,
      transfer, registration, value added, alternative or add-on minimum,
      estimated, or other tax of any kind whatsoever, including any interest,
      penalty, or addition thereto, whether disputed or not.
    

    
      
        

        

      

      
        
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      "Working Interest" means as to any of the
      Properties constituting an oil or gas interest, the "working interest"
      of the Company in such Property as set forth in the books and records of
      the Company provided to Buyer prior to Closing.
    

    
      ARTICLE 2. — TRANSACTION
    

    
            2.1.            Agreement
      to Sell and Purchase.  At the Closing, but effective as of the
      Effective Date, and on the terms and subject to the conditions set forth
      in this Agreement, each Seller will transfer to Buyer the Interests
      owned by such Seller as set forth on Schedule 2.1, free and
      clear of all Encumbrances.
    

    
            2.2.            Purchase
      Price.  In consideration of the sale of the Interests hereunder,
      Buyer will deliver to Sellers an aggregate purchase price of
      $6,827,576.00 (the "Purchase Price"),
      subject to adjustment as provided in Section 2.3, consisting
      of (a) an aggregate of $1,365,515.00 in cash or cash equivalent payable
      at Closing, and (b) an aggregate of 546,206 shares of Series E Preferred
      Stock.  The Purchase Price will be allocated among the Sellers as set
      forth on Schedule 2.1.
    

    
            2.3.            Adjustment
      to Purchase Price.  The Purchase Price shall be adjusted as follows:
    

    
                 (a)            adjusted upward by (i) the amount as of the
      Effective Date of all prepaid ad valorem, property or similar Taxes and
      assessments based upon or measured by ownership of the Properties,
      insofar as such prepaid Taxes relate to periods of time after the
      Effective Date; (ii) an amount equal to all costs and expenses paid by
      the Company prior to the Effective Date but are attributable to the
      period of time from and after the Effective Date; (iii) an amount equal
      to the proceeds from the sale of hydrocarbons received by the Company
      after the Effective Date but attributable to hydrocarbons produced prior
      to the Effective Date; (iv) an amount equal to the amount of cash of the
      Company on the Effective Date; (v) an amount equal to the amount, if
      any, that the PV 10-value of the Properties set forth in the Appraisal
      exceeds the Purchase Price; and (vi) any other amount provided for in
      this Agreement or agreed upon by Buyer and Sellers.
    

    
                 (b)            adjusted downward by (i) an amount equal to
      all unpaid ad valorem, property, production, severance and similar Taxes
      and assessments based upon or measured by the ownership of property or
      the production of hydrocarbons or the receipt of proceeds therefrom
      accruing to the Properties prior to the Effective Date; (iii) an amount
      equal to all expenditures, liabilities and costs relating to the
      Properties that are unpaid as of the Effective Date and assessed for or
      attributable to periods of time or the ownership of production prior to
      the Effective Date; (iv) an amount equal to all income, employment,
      franchise and other Taxes, and penalties and interest related thereto,
      paid or payable by Company after the Effective Date but attributable to
      periods on or prior to the Effective Date; (v) an amount equal to all
      other liabilities of the Company not otherwise included in adjustment to
      the Purchase Price pursuant to this Section 2.3(b), paid or payable
      after the Effective Date but attributable to periods on or prior to the
      Effective Date; (vi) an amount equal to all cash in, or attributable to,
      third party suspense accounts held by the Company as of the Effective
      Date; (vii) an amount equal to the amount, if any, that the Purchase
      Price exceeds the PV-10 value of the Properties set forth in the
      Appraisal; and (viii) any other amount provided for in this Agreement or
      agreed upon by Buyer and Sellers.
    

    
      
        

        

      

      
        
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      ARTICLE 3. — CLOSING
    

    
            3.1.            Closing.  The
      closing of the transactions contemplated hereby (the "Closing")
      will take place on December 31, 2008 at the principal office of Buyer,
      or at such earlier time as selected by Buyer or at such other time or
      place or on such other date as the Parties may agree.  The date on which
      the Closing occurs is herein referred to as the "Closing Date,"
      but the transaction described herein shall be effective as of the
      Effective Date.
    

    
            3.2.            Closing
      Deliveries.  At the Closing,
    

    
                 (a)            Buyer will (i) deliver the Purchase Price, as
      adjusted by the Preliminary Settlement Statement (as defined below), to
      Sellers, and (ii) deliver to Sellers the various certificates,
      instruments, and documents referred to in Section 7.1.  Sellers
      shall be solely responsible for providing the allocation of the Purchase
      Price among them as set forth on Schedule 2.1, and Buyer
      shall not be responsible for nor have any liability with respect to such
      allocation.
    

    
                 (b)            Each Seller (i) will execute and deliver to
      Buyer an Assignment of Membership Interest in substantially the form
      attached hereto as Exhibit "B" conveying to Buyer all
      of such Seller’s right, title and interest in and to the Interests;
      (ii) will execute and deliver to Buyer, to the extent the Organizational
      Documents provide that the Interests are to be represented by
      certificates, certificate(s) representing all of the Interests; and
      (iii) will execute and deliver the various certificates, instruments,
      and documents referred to in Section 7.2.
    

    
                 (c)            Sellers and Buyer shall execute and deliver a
      settlement statement (the "Preliminary Settlement Statement")
      that shall set forth each adjustment to the Purchase Price and the
      calculation of such adjustments to the extent known or estimated at
      Closing.  All adjustments to the Purchase Price shall be made first to
      the cash portion of the Purchase Price and only if such adjustments
      exceed said cash portion will any adjustment be made to the remaining
      Purchase Price.
    

    
      ARTICLE 4. — REPRESENTATIONS AND WARRANTIES OF SELLERS
    

    
       Each Seller represents and warrants to Buyer as of the date hereof and
      as of the Closing Date, that:
    

    
            4.1.            Organizational
      Matters.  Each Seller Party that is an entity is duly organized,
      validly existing, and in good standing under the laws of its state of
      organization.  No Proceeding to dissolve any Seller Party that is an
      entity is pending or, to the best knowledge of the Seller Parties,
      threatened.  Each Seller Party is duly authorized to conduct its
      business and is in good standing under the laws of each jurisdiction
      where such qualification is required.  Each Seller Party has the
      requisite power and authority necessary to own or lease its properties
      and to carry on its businesses as currently conducted and any business
      in which it currently proposes to engage.  Sellers have delivered to
      Buyer correct and complete copies of each of the operating agreements of
      the Company, the certificates of formation of the Company, and all other
      similar documents, instruments or certificates executed, adopted, or
      filed in connection with the creation, formation, or organization of the
      Company, including any amendments thereto (collectively as provided to
      Buyer, the "Organizational Documents"). No
      Seller Party is in breach of any provision of the Organizational
      Documents.  The Company does not own any equity interests in any Person.
    

    
      
        

        

      

      
        
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            4.2.            Interests.  Each
      Seller is the record and beneficial owner of the Interest owned by such
      Seller as designated on Schedule 2.1, and upon consummation
      of the transactions contemplated hereby, Buyer will acquire, good,
      valid, and marketable title to all of the Interests, free and clear of
      all Encumbrances.  No other Person owns or has any right to own any of
      the Interests.  Sellers possess full authority and legal right to sell,
      transfer and assign to Buyer such Interests.  There are no claims
      pending, or, to the knowledge of Sellers, threatened against either the
      Company or Sellers that concern or affect title to such Interests, or
      that seek to compel the issuance of membership interests or other
      securities of the Company.  The Interests are duly authorized, validly
      issued, fully paid and non-assessable and are not subject to preemptive
      rights.  Except as otherwise provided in the Organizational Documents,
      (i) there are no existing warrants, options, conversion rights, calls or
      other commitments of any character pursuant to which the Company, or any
      member thereof, may become obligated to increase or decrease any
      Person’s member interest or admit any Person as a member; (ii) the
      Company does not have any commitment or obligation (contingent or
      otherwise) to increase or decrease any Person’s member interest or admit
      any Person as a member; and (iii) the Interests are not subject to any
      agreements or understandings among any Persons with respect to the
      voting or transfer thereof.
    

    
            4.3.            Authority
      Relative to this Agreement.  Each Seller Party has full power and
      authority to execute, deliver, and perform this Agreement and to
      consummate the transactions contemplated hereby.  The execution,
      delivery, and performance by such Seller Party of this Agreement, and
      the consummation by it of the transactions contemplated hereby, have
      been duly authorized by all necessary action of such Seller Party.  This
      Agreement has been duly executed and delivered by each Seller Party and
      constitutes, and each other agreement, instrument, or document executed
      or to be executed by such Seller Party in connection with the
      transactions contemplated hereby has been, or when executed will be,
      duly executed and delivered by such Seller Party and constitutes, or
      when executed and delivered will constitute, a valid and legally binding
      obligation of each such Seller Party, enforceable against such Seller
      Party in accordance with their respective terms.
    

    
            4.4.            Noncontravention.  The
      execution, delivery, and performance by each Seller Party of this
      Agreement and the consummation by it of the transactions contemplated
      hereby do not and will not (a) conflict with or result in a violation of
      any provision of the Organizational Documents or the governing documents
      of such Seller Party (if such Seller is an entity), (b) conflict with or
      result in a violation of any provision of, or constitute (with or
      without the giving of notice or the passage of time or both) a default
      under, or give rise (with or without the giving of notice or the passage
      of time or both) to any right of termination, cancellation, or
      acceleration under, any material bond, debenture, note, mortgage,
      indenture, lease, contract, agreement, or other material instrument or
      obligation to which any Seller Party is a party, (c) result in the
      creation or imposition of any Encumbrance upon the Interests or the
      Properties, or (d) violate any Applicable Law binding upon any Seller
      Party or require a consent, approval, order or authorization of, or
      declaration, filing, or registration with, any Governmental Entity.
    

    
      
        

        

      

      
        
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            4.5.            Brokers
      or Finders.  No Seller Party has incurred, and no Seller Party will
      incur, directly or indirectly, as a result of any action taken by any
      Seller Party under this Agreement, any liability for brokerage or
      finders’ fees or commissions or any similar charges in connection with
      this Agreement, for which Buyer or the Company will have any liability.
    

    
            4.6.            Compliance
      with Laws.  The Company and its predecessors and Affiliates have
      complied with all Applicable Laws, and each Seller Party is not aware of
      any violations, whether alleged or acknowledged, of any applicable
      regulations, rules or orders promulgated by any federal or state
      regulatory agency, or any of their predecessor agencies, which affect in
      any respect the operation or value of the Company or the Properties.
    

    
            4.7.            Financial
      Statements.  The financial statements for the Company which have
      been provided to Buyer (the "Financial Statements")
      were prepared in accordance with generally accepted accounting
      principles consistently applied, and accurately and completely represent
      the financial condition of the Company, as of the dates set forth
      therein, and are consistent with the books and records of the Company.
    

    
            4.8.            Subsequent
      Events.  Since the date of the most recent Financial Statements
      which include a balance sheet (the "Balance Sheet Date")
      the Company has operated in the ordinary course of business and there
      has not been any material adverse change with respect to the
      Company.  Without limiting the foregoing, since that date, none of the
      following have occurred:
    

    
                 (a)            the Company has not sold, leased, transferred,
      or assigned any assets other than for a fair consideration in the
      ordinary course of business;
    

    
                 (b)            the Company has not entered into any contract
      or agreement (or series of related contracts or agreements), or any
      amendment or modification of any contract or agreement, either involving
      more than $50,000 or outside the ordinary course of business;
    

    
                 (c)            no Encumbrance has been imposed upon any of
      the Properties;
    

    
                 (d)             the Company has not made any capital
      expenditure (or series of related capital expenditures) involving more
      than $25,000 individually, $50,000 in the aggregate, or outside the
      ordinary course of business;
    

    
                 (e)            the Company has not issued any note, bond, or
      other debt security or created, incurred, assumed, or guaranteed any
      liability for borrowed money or capitalized lease;
    

    
                 (f)            the Company has not delayed or postponed the
      payment of accounts payable or other liabilities outside the ordinary
      course of business;
    

    
                 (g)            the Company has not canceled, compromised,
      waived, or released any claim or cause of action (or series of related
      claims or causes of action) outside the ordinary course of business;
    

    
      
        

        

      

      
        
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                 (h)            there has been no change made or authorized to
      the Organizational Documents of the Company;
    

    
                 (i)            the Company has not issued, sold, or otherwise
      disposed of any of its member interests;
    

    
                 (j)            the Company has not experienced any damage,
      destruction, or loss (whether or not covered by insurance) to its
      Properties in excess of $25,000;
    

    
                 (k)            the Company has not made any material change
      in any of the accounting principles followed by it or the method of
      applying such principles;
    

    
                 (l)            the Company has not made any change in any
      material Tax election or the manner Taxes are reported;
    

    
                 (m)            there has not been any other occurrence,
      event, incident, action, failure to act, or transaction with respect to
      the Company either involving more than $25,000 (individually or in the
      aggregate) or outside the ordinary course of business; and
    

    
                 (n)            the Company has not committed to any of the
      foregoing.
    

    
            4.9.          Liabilities.  The
      Company does not have any liability (and there is no basis for any
      present or future claims, causes of action or orders against it giving
      rise to any liability), except for (a) liabilities quantified on the
      face of the Financial Statements (rather than in any notes thereto) and
      not heretofore paid or discharged, and (b) liabilities which have arisen
      after the Balance Sheet Date in the ordinary course of business which,
      individually or in the aggregate, are not material and are of the same
      character and nature as the liabilities quantified on the face of the
      Financial Statements as of the Balance Sheet Date, none of which results
      from or relates to any breach of contract, breach of warranty, tort,
      infringement, or breach of law or arose out of any claim, cause of
      action or order.
    

    
           4.10.         Insurance.  The
      Company carries insurance in such amounts and covering such risks as is
      customary for Persons of similar size in the business in which they
      engage.
    

    
           4.11.         Title
      to and Condition of Properties.  The Properties owned by the Company
      are included in the Financial Statements and the Properties constituting
      oil and gas interests are listed in the Appraisal.  The Company has
      good, marketable, and indefeasible title to the Properties free and
      clear of all Encumbrances, other than Permitted Encumbrances.  The
      Properties have been maintained in accordance with normal industry
      practice and are in good operating condition (as applicable).  There
      exists no unrecorded document or agreement that would result in the
      impairment or loss of the Company's title to any of the Properties or
      the value therefore or impede the operations thereof by the
      Company.  The Net Revenue Interest and Working Interest, as applicable,
      for each of the Properties constituting oil and gas interests set forth
      in the Appraisal are complete and accurate.
    

    
           4.12.         Material
      Contracts.  Seller Parties have provided to Buyer true and correct
      copies of all material contracts, agreements, leases, mortgages,
      instruments or other documents to which  the Company or its respective
      Properties are subject or bound (the "Material Contracts").  The
      Company, each Seller and, to the Seller Parties' knowledge, each other
      party thereto, has complied with and is not in default under any such
      Material Contracts.  No event has occurred which, with notice or lapse
      of time, would constitute a breach or default under any Material
      Contract, and no party has repudiated any provision of the
      contracts.  Without limiting the generality of the foregoing, the
      Company does not have any obligation or liability to refund or reimburse
      any funds received.  All Material Contracts are in full force and effect
      and will not be terminated or give rise to a termination right or
      otherwise be effected by this Agreement or the transactions contemplated
      hereby.
    

    
      
        

        

      

      
        
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           4.13.         Taxes.  The
      Company has filed all federal, state and other tax reports or returns,
      if any, required to be filed by the Company.  All Taxes shown on such
      tax reports or returns and all other Taxes and assessments owed by the
      Company have been properly and timely paid.  Company has made all
      required deposits for Taxes and has established adequate reserves for
      Taxes.  No taxing authority or agency is now asserting or, to the
      knowledge of any Seller Party, threatening to assert against the Company
      any deficiency or claim for additional Taxes or interest thereon or
      penalties in connection therewith.  Company has not granted any waiver
      of any statute of limitations with respect to, or any extension of a
      period of assessment of, any Taxes.
    

    
           4.14.         Consents.  There
      are no preferential rights of purchase or consents to assign in favor of
      third parties with respect to any of the Interests and no consents to
      transfers thereof are required, except as may be contained in the
      Organizational Documents, all of which have been waived or
      obtained.  There are no preferential rights or consents required with
      respect to any of the Properties due to or resulting from the
      transaction contemplated by this Agreement.
    

    
           4.15.         Environmental.  The
      Company, and to the knowledge of each Seller the predecessors in
      interest to the Company, have complied and are in compliance with all
      Applicable Environmental Laws.  At no time during the Company's
      ownership thereof have the Properties been used by the Company or by
      anyone else during any period of time for the generation, storage, or
      disposal of a Hazardous Substance or as a landfill or a waste disposal
      site for regulated waste.  With respect to the Properties, Company has
      not entered into, and, to the best knowledge of each Seller, no
      predecessor to the Company or operator of any Properties has entered
      into, or is subject to, any contracts, agreements or Applicable
      Environmental Laws that relate to the future use of any of the
      Properties or that require any change in the present condition of any of
      the Properties.  Neither the execution of this Agreement nor the
      consummation of the transactions contemplated by this Agreement will
      violate any agreements, consents, orders, decrees, judgments, license,
      or permit conditions, or, to the best knowledge of each Seller, require
      the consent or approval of any agency charged with enforcing any
      Applicable Environmental Law.
    

    
           4.16.         Licenses
      and Permits.  The Company has obtained and holds in good standing
      all licenses, permits, variances, exemptions, orders, franchises,
      approvals and authorizations of all Governmental Entities necessary for
      the lawful conduct of its business and the lawful ownership, use and
      operation of its assets ("Permits").  None of
      the Permits will be adversely affected by the consummation of the
      transactions contemplated under this Agreement or requires any filing or
      consent in connection therewith.  The Company is in compliance with the
      terms of the Permits and no investigation or review by any Governmental
      Entity with respect to the Company is pending or, to the knowledge of
      the Seller Parties, threatened.
    

    
      
        

        

      

      
        
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           4.17.          Proceedings.  There
      is no claim, dispute, suit, action, investigation, or other Proceeding
      before any Governmental Entity, nor threatened, against the Company or
      any of the Properties that has or might result in the impairment or loss
      of the Company's title to any of the Properties or the value thereof or
      impede the operation of the Properties.
    

    
           4.18.         Certain
      Business Relationships.  None of the Sellers nor any of their
      Affiliates (a) have been involved in any business arrangement or
      relationship with the Company within the past twelve (12) months,
      (b) own any asset that is used in the Company's business, and (c) has
      any claim or cause of action against the Company.
    

    
           4.19.         Securities
      Law Representations.  Each Seller makes the following
      representations with respect to the Equity Securities received by such
      Seller as part of the Purchase Price:
    

    
                 (a)            EACH SELLER IS ABLE TO BEAR THE ECONOMIC RISK
      OF ITS INVESTMENT IN THE EQUITY SECURITIES FOR AN INDEFINITE PERIOD OF
      TIME.  THE EQUITY SECURITIES HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE,
      AND THEREFORE CANNOT BE TRANSFERRED OR SOLD UNLESS THE EQUITY SECURITIES
      IS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT, AND ANY APPLICABLE
      STATE SECURITIES LAWS OR UNLESS AN EXEMPTION OR EXCEPTION FROM SUCH
      REGISTRATION IS AVAILABLE AND SUCH AVAILABILITY OF THE EXEMPTION SHALL
      BE ESTABLISHED TO THE SATISFACTION OF BUYER AND ITS COUNSEL.  EACH
      SELLER ALSO RECOGNIZES THAT NO FEDERAL OR STATE AGENCY HAS PASSED UPON
      THE EQUITY SECURITIES OR MADE ANY FINDING OR DETERMINATION AS TO THE
      FAIRNESS OF THE ACCEPTANCE OF THE EQUITY SECURITIES.  Each Seller
      acknowledges and understands that there is no public market for the
      Equity Securities and that no market for the Equity Securities is likely
      to develop.
    

    
                 (b)            Each Seller recognizes that his acceptance of
      the Equity Securities involves a high degree of risk which may result in
      the loss of the total amount of the principal thereof.  Each Seller
      acknowledges that such Seller is aware of and has carefully considered
      all risks incident to the acquisition of the Equity Securities,
      including without limitation the risks set forth in the SEC
      Filings.  Each Seller has carefully considered and understands and
      accepts all such risks.
    

    
                 (c)            Each Seller is acquiring the Equity Securities
      for such Seller’s own account (as principal) for investment and not with
      a view to the distribution or resale thereof, and has not offered or
      sold any portion of the Equity Securities and has no present intention
      of dividing the Equity Securities with others or of reselling or
      otherwise disposing of any portion of the Equity Securities.
    

    
                 (d)            Each Seller has had the opportunity to review
      the SEC Filings and other publicly available information concerning
      Buyer and has determined that such information is sufficient to make an
      informed investment decision.  While Buyer has attempted to provide
      information that is as accurate as possible, Investor acknowledges and
      agrees that Buyer and its representatives cannot and do not make any
      assurances, representations or warranties with respect to any such
      information, except for the representations expressly set forth herein
      concerning information included in the SEC Filings.  All such
      information, including without limitation the information included in
      the SEC Filings, is qualified in all respects by the risk factors
      discussed in the SEC Filings.  Investor acknowledges and understands
      that none of the information provided or made available by or on behalf
      of Buyer constitutes any legal, tax or investment advice.  Each Seller
      has sufficient knowledge and experience in financial and business
      matters to enable such Seller to evaluate the merits and risks of an
      investment in the Equity Securities.  In addition, in reaching the
      conclusion that each Seller desires to accept the Equity Securities,
      such Seller has carefully evaluated its financial resources and
      investments, has consulted with such legal, accounting and other experts
      as necessary, and acknowledges that such Seller is able to bear the
      economic risks of this investment.
    

    
      
        

        

      

      
        
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                 (e)            Each Seller is an "accredited investor" as
      such term is defined in Rule 501 under the Securities Act.  Each Seller
      will provide to Buyer such information as may be reasonably requested by
      Buyer to enable it to satisfy itself as to accredited status of the each
      Seller and the knowledge and experience of each Seller and his ability
      to bear the economic risk of an investment in the Equity Securities.
    

    
                 (f)            The address and social security number or
      federal tax identification number set forth on the Sellers' Signature
      Page are his true and correct state (or other jurisdiction) of residence
      and social security number or federal tax identification
      number.  Sellers have no present intention of becoming a resident of any
      other state or jurisdiction.  Sellers are not subject to backup
      withholding and will provide such forms and documents as may be required
      by Buyer to evidence his exemption from backup or other withholding
      Taxes and hereby consents to withholding of any applicable Taxes from
      any dividends from Buyer.
    

    
                 (g)            Sellers acknowledge and understand that
      certain of the information that they have received regarding Buyer and
      its Subsidiaries may be material, non-public information, and that
      Sellers will not be able to trade in the Common Stock while in
      possession of such information until that information has been properly
      disseminated to the public or becomes immaterial to Buyer and its
      Subsidiaries.
    

    
                 (h)            Sellers acknowledge that they understand the
      meaning and legal consequences of the representations, warranties and
      covenants set forth in this Section 4.19 and that Buyer has relied and
      will rely upon such representations, warranties, covenants and
      certifications.
    

    
           4.20.          Information
      Provided.  All representations and warranties made by each Seller
      Party and all other oral or written information provided by each Seller
      Party to Buyer and by the Company to Ryder Scott is and are true,
      correct and complete in all material respects.
    

    
      ARTICLE 5. — REPRESENTATIONS AND WARRANTIES OF BUYER
    

    
      Buyer represents and warrants to Sellers that:
    

    
      
        

        

      

      
        
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            5.1.            Organization;
      Existence; Qualification.  Buyer is a corporation duly organized,
      validly existing, and in good standing under the laws of the State of
      Delaware.
    

    
            5.2.            Authority
      Relative to this Agreement.  Buyer has full corporate power and
      authority to execute, deliver, and perform this Agreement and to
      consummate the transactions contemplated hereby.  The execution,
      delivery, and performance by Buyer of this Agreement, and the
      consummation by it of the transactions contemplated hereby, have been
      duly authorized by all necessary corporate action of Buyer.  This
      Agreement has been duly executed and delivered by Buyer and constitutes,
      and each other agreement, instrument, or document executed or to be
      executed by Buyer in connection with the transactions contemplated
      hereby has been, or when executed will be, duly executed and delivered
      by Buyer and constitutes, or when executed and delivered will
      constitute, a valid and legally binding obligation of Buyer, enforceable
      against Buyer in accordance with their respective terms.
    

    
            5.3.            Noncontravention.  The
      execution, delivery, and performance by Buyer of this Agreement and the
      consummation by it of the transactions contemplated hereby do not and
      will not (a) conflict with or result in a violation of any provision of
      the organizational documents of Buyer, (b) conflict with or result in a
      violation of any provision of, or constitute (with or without the giving
      of notice or the passage of time or both) a default under, or give rise
      (with or without the giving of notice or the passage of time or both) to
      any right of termination, cancellation, or acceleration under, any bond,
      debenture, note, mortgage, indenture, lease, contract, agreement, or
      other instrument or obligation to which Buyer is a party, or (c) violate
      any Applicable Law binding upon Buyer or require a consent, approval,
      order or authorization of, or declaration, filing or registration with,
      any Governmental Entity.
    

    
            5.4.            Brokers
      or Finders.  Buyer has not incurred, and will not incur, directly or
      indirectly, as a result of any action taken by Buyer under this
      Agreement, any liability for brokerage or finders’ fees or commissions
      or any similar charges in connection with this Agreement, for which any
      Seller has or will have any liability.
    

    
            5.5.            Capitalization.  The
      capitalization of Buyer as of September 30, 2008 is as set forth in the
      SEC Filings.  Buyer has not issued any capital stock since that date,
      except for shares of Common Stock issued as compensation pursuant to
      employment agreements described in the SEC Filings.  The Equity
      Securities have been duly authorized, and if and when issued and paid
      for in accordance with the terms of this Agreement, will be duly and
      validly issued, fully paid and non-assessable.  The outstanding shares
      of capital stock of Buyer have been duly and validly issued and are
      fully paid and non-assessable, have been issued in compliance with all
      federal and state securities laws, and were not issued in violation of
      any preemptive rights or similar rights to subscribe for or purchase
      securities.  Except as disclosed in the SEC Filings (including without
      limitation under employee benefit plans and employment agreements
      referred to in such SEC Filings), there are no outstanding rights
      (including without limitation, preemptive rights), warrants or options
      to acquire, or instruments convertible into or exchangeable for, any
      unissued shares of capital stock or other equity interest in Buyer, or
      any contracts, commitments, agreements, understandings or arrangements
      of any kind to which Buyer is a party relating thereto.  Buyer owns the
      equity interest in each of its Subsidiaries specified in Schedule 5.5,
      free and clear of any pledge, lien, security interest, encumbrance or
      claim, other than as described in Schedule 5.5.  There are
      no stockholders agreements, voting agreements or other similar
      agreements with respect to the Common Stock to which Buyer is a party,
      except as disclosed in the SEC Filings and except for voting agreements
      related to the Stockholder Approval.
    

    
      
        

        

      

      
        
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            5.6.            Legal
      Proceedings.  There is no material legal or governmental Proceedings
      pending to which Buyer or any of its Subsidiaries is a party or of which
      the business or property of Buyer or any of its Subsidiaries is subject.
    

    
            5.7.            No
      Violations.  Neither Buyer nor any of its Subsidiaries is (a) in
      violation of its charter, bylaws or other organizational documents, or
      (b) to its knowledge, (i) in violation of any law, administrative
      regulation, ordinance or order of any court or Governmental Entity,
      arbitration panel or authority applicable to Buyer or any of its
      Subsidiaries, which violation, individually or in the aggregate, would
      be reasonably likely to have a Material Adverse Effect, or (ii) in
      default (and there exists no condition which, with the passage of time
      or otherwise, would constitute a default) in the performance of any
      Material Contracts, which would be reasonably likely to have a Material
      Adverse Effect.
    

    
            5.8.            Financial
      Statements.  The financial statements of Buyer and the related notes
      contained in the SEC Filings present fairly, in accordance with
      generally accepted accounting principles, the consolidated financial
      position of Buyer and its Subsidiaries as of the dates indicated.  Such
      financial statements (including the related notes) have been prepared in
      accordance with generally accepted accounting principles applied on a
      consistent basis throughout the periods therein specified.
    

    
            5.9.            No
      Material Adverse Change.  Except as disclosed in the SEC Filings or
      as provided in this Agreement, since September 30, 2008, there has not
      been (i) any change in the business, financial condition or operation of
      Buyer which would reasonably be expected to have a Material Adverse
      Effect, (ii) any obligation, direct or contingent, that is material to
      Buyer and its Subsidiaries considered as one enterprise, incurred by
      Buyer or its Subsidiaries, except obligations incurred in the ordinary
      course of business or related to this transaction, (iii) any dividend or
      distribution of any kind declared, paid or made on the capital stock of
      Buyer, or (iv) any loss or damage (whether or not insured) to the
      physical property of Buyer or any of its Subsidiaries which would
      reasonably be expected to have a Material Adverse Effect.
    

    
           5.10.           Disclosure.  The
      information contained in the SEC Filings as of the date of such
      information did not contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under
      which they were made, not misleading.
    

    
           5.11.           Compliance.  The
      Common Stock is registered pursuant to the Exchange Act and is listed on
      the Nasdaq Capital Market of the Nasdaq Stock Market (the "Nasdaq
      Stock Market"), and Buyer has taken no action designed to,
      or to its knowledge likely to have the effect of, terminating the
      registration of the Common Stock under the Exchange Act or de-listing
      the Common Stock from the Nasdaq Stock Market, nor has Buyer received
      any notification within the twelve (12) months preceding the date of
      this Agreement that the SEC or the Nasdaq Stock Market is contemplating
      terminating such registration or listing.
    

    
      
        

        

      

      
        
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           5.12.          Reporting
      Status.  Buyer has filed all documents that Buyer was required to
      file under the Exchange Act during the twelve (12) months preceding the
      date of this Agreement.  Copies of such documents have been made
      available to each of the Sellers.
    

    
      ARTICLE 6. — COVENANTS OF SELLER PARTIES AND BUYER
    

    
            6.1.            General.  Buyer
      and each Seller Party will use their reasonable best efforts to take all
      action and to do all things necessary in order to consummate and make
      effective the transactions contemplated by this Agreement, and each
      Seller Party agrees not to take any action which might effect any
      Interest and not to vote, consent, act or determine not to act under the
      Organizational Documents without the prior written consent of
      Buyer.  Sellers will operate, manage and administer the Company in a
      good and workmanlike manner consistent with past practices, and cause
      the Company to carry on the business of the Company in substantially the
      same manner as before execution of this Agreement, including without
      limitation maintaining all insurance, Permits and Material Contracts in
      full force and effect and maintaining the Properties in accordance with
      industry standards.  Sellers will, except for emergency action taken in
      the face of serious risk to life, property or the environment (a) submit
      to Buyer, for prior written approval, all requests for operating or
      capital expenditures and all proposed contracts, agreements and actions
      relating to (i) any indebtedness to be incurred by the Company or any
      sale of any of the Properties, (ii) the Interests, the Company or the
      Properties which involve individual commitments of more than $10,000 or
      which would create any burdens on the Company, the Interests or the
      Properties, or (iii) all activities described in Section 4.8
      or outside the ordinary course of business of the Company; (b) consult
      with, inform and advise Buyer regarding all material matters concerning
      the operation, management and administration of the Company and the
      Properties; and (c) obtain Buyer's written approval prior to voting,
      consenting, acting or determining not to act under any operating, unit,
      joint venture, partnership or similar agreement, including the
      Organizational Documents.  No Seller Party will take any action that is
      designed or intended to have the effect of discouraging any lessor,
      licensor, customer, supplier, or other business associate of the Company
      from maintaining at least as favorable business relationships with the
      Company after the Closing as it maintained with the Company prior to the
      Closing.  Each of the Seller Parties will, and will cause its Affiliates
      to, refer all customer inquiries relating to the business of the Company
      to Buyer, or an Affiliate thereof, from and after the Closing.
    

    
            6.2.            Consents
      and Approvals.
    

    
                 (a)            Following the execution of this Agreement,
      each Seller Party will use its reasonable best efforts to obtain as soon
      as practicable (but in any event prior to the Closing) all consents
      necessary for each Seller Party to consummate the transactions
      contemplated hereby and to perform its obligations hereunder.  Each
      Seller Party will use its reasonable best efforts to satisfy or cause to
      be satisfied each of the conditions to the Closing set forth in Article
      7.
    

    
                 (b)            Following the execution of this Agreement,
      Buyer will use reasonable best efforts to obtain as soon as practicable
      (but in any event prior to the Closing) all consents necessary for Buyer
      to consummate the transactions contemplated hereby and to perform its
      other obligations hereunder. Buyer will use reasonable best efforts to
      satisfy or cause to be satisfied each of the conditions to the Closing
      set forth in Article 7.
    

    
      
        

        

      

      
        
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            6.3.            Full
      Access and Due Diligence.
    

    
                 (a)            At all times during the term of this
      Agreement, the Company will permit representatives of Buyer to have full
      access at all reasonable times to all premises, Properties, personnel,
      books, records (including Tax records), contracts, and documents of or
      pertaining to the Company to conduct due diligence reviews (including
      without limitation to conduct an audit of the Financial Statements and
      other financial information), together with the opportunity to discuss
      the Company and its business with the Company or its officers,
      accountants, employees, consultants, agents and counsel, all as Buyer
      deems reasonably necessary or appropriate for a due diligence review of
      the Company and its business.  Buyer may make copies of such records, at
      their expense, but shall immediately return all such copies so made if
      this Agreement is terminated.
    

    
                 (b)            Without limiting the foregoing, the Company
      shall provide to Buyer promptly on or before execution of this Agreement
      copies of the Financial Statements and Material Contracts and other
      information requested by Buyer for the purpose of conducting a due
      diligence review of the Company, the Properties and the Interests.
    

    
            6.4.            Notice
      of Developments.  Each Party will give prompt written notice to the
      others of any material adverse development causing a breach of any such
      Party’s representations and warranties herein.  No disclosure by any
      Party pursuant to this Section 6.4 will be deemed to amend or
      supplement any of the schedules or to prevent or cure any
      misrepresentation or breach of warranty.
    

    
            6.5.            Exclusivity.  The
      Seller Parties will not solicit, initiate, or encourage the submission
      of any proposal or offer from any Person relating to the acquisition of
      any of the Interests or the Properties (including any acquisition
      structured as a merger, consolidation, share exchange or other form of
      transaction) during the term of this Agreement.
    

    
            6.6.            Confidentiality.  From
      and after the Closing Date, each Seller will treat and hold as
      confidential all information (the "Confidential Information")
      concerning the businesses and affairs of Buyer or the Company, refrain
      from using any of the Confidential Information except in connection with
      this Agreement, and deliver promptly to Buyer or destroy, at the request
      and option of Buyer, all tangible embodiments (and all copies) of the
      Confidential Information which are in Seller’s possession. If any Seller
      is requested or required (by oral question or request for information or
      documents in any action) to disclose any Confidential Information, such
      Seller will notify Buyer promptly of the request or requirement so that
      Buyer may seek an appropriate protective order or waive compliance with
      this Section 6.6.  If, in the absence of a protective order or the
      receipt of a waiver hereunder, any Seller is, on the written advice of
      counsel, compelled to disclose any Confidential Information to any
      Governmental Entity, arbitrator, or mediator or else stand liable for
      contempt, that Seller may disclose the Confidential Information to the
      Governmental Entity, arbitrator, or mediator; provided, however, that
      the disclosing Seller will use its best efforts to obtain, at the
      request of Buyer, an order or other assurance that confidential
      treatment will be accorded to such portion of the Confidential
      Information required to be disclosed as Buyer will designate.
    

    
      
        

        

      

      
        
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            6.7.            Reservation
      of Common Stock.  Buyer has and will reserve and keep reserved for
      issuance, out of the authorized and unissued shares of the Common Stock,
      a number of Conversion Shares sufficient to provide for issuance upon
      the conversion of the Series E Preferred Stock and shall keep such
      shares free of any legal or contractual preemptive rights.  Buyer will
      take all steps necessary to keep the Conversion Shares duly authorized
      for issuance by all requisite corporate and other action, and to assure
      that such Conversion Shares when issued upon conversion of the Series E
      Preferred Stock will be validly issued, fully paid and non-assessable.
    

    
            6.8.            Listing
      of Common Stock.  Buyer shall use its commercially reasonable
      efforts to comply with all requirements of the Nasdaq Stock Market with
      respect to the potential future issuance of the Conversion Shares and
      the listing thereon on the Nasdaq Stock Market.
    

    
            6.9.            Future
      Sales of Common Stock.  Each Seller agrees that if Buyer engages in
      an underwritten public offering for the sale by Buyer of shares of
      Common Stock during the one-year period following the Closing Date and
      thereafter so long as the Sellers own more than one percent (1%) of the
      total number of shares of Common Stock then outstanding (for this
      purpose, calculated as if the Conversion Shares were outstanding), the
      Sellers will, if so requested by the managing underwriter for such
      offering, execute and deliver to such managing underwriter a "lock-up"
      letter in a form acceptable to such managing underwriter.  The
      obligations of and restrictions on the Sellers under such "lock-up"
      letter shall be in effect for a maximum of 180 days as specified by the
      managing underwriter.
    

    
           6.10.          Public
      Announcements.  The Sellers shall not issue any press release or
      otherwise make any public statements with respect to the existence of
      this Agreement or the transactions contemplated hereby, and Buyer shall
      issue such press releases or make such public statements as may be
      required by Applicable Law or the rules of the Nasdaq Stock Market.
    

    
           6.11.          Restrictive
      Legends.  Each certificate evidencing the Equity Securities shall
      bear a legend in substantially the following form:
    

    
      "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A
      SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 22, 2008, COPIES OF
      WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN PROPERTIES, INC. AND
      WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF AMEN
      PROPERTIES, INC.  SUCH AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR
      CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE."
    

    
      
        

        

      

      
        
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      In addition, unless counsel to Buyer shall have advised Buyer that such
      legend is no longer needed, each certificate evidencing the Equity
      Securities shall bear a legend in substantially the following form:
    

    
      "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
      SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
      OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN
      ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR IN THE
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMEN PROPERTIES, INC. SUCH
      REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."
    

    
           6.12.          Stockholder
      Approval.
    

    
                 (a)            The parties hereto acknowledge and agree that
      pursuant to rules of the Nasdaq Stock Market, the conversion rights of
      the Sellers under the terms of the Series E Preferred Stock are subject
      to a cap on the number of shares of Common Stock issuable upon such
      exercise equal to five percent (5%) of the number of shares of Common
      Stock outstanding on the Closing Date (the "Common Stock Cap")
      unless and until the issuance of the Series E Preferred Stock (including
      the conversion price thereof) and Conversion Shares is approved by the
      stockholders of Buyer under such rules of the Nasdaq Stock Market.  The
      Sellers acknowledge and agree (i) to the limitations imposed by the
      Common Stock Cap as more fully set forth in the Certificate of
      Designation, (ii) that without Stockholder Approval they will not be
      able to acquire all of the Conversion Shares, which may adversely effect
      the value of the Series E Preferred Stock they are acquiring hereunder,
      and (iii) that the Series E Preferred Stock will not be entitled to vote
      in connection with the Stockholder Approval.
    

    
                 (b)            In addition to the Stockholder Approval
      required under Section 6.12(a), the parties further acknowledge and
      agree that the rules of the Nasdaq Stock Market require the approval of
      the stockholders of Buyer with respect to the issuance of shares of
      Common Stock to any Inside Investors upon the conversion of any of the
      Series E. Preferred Stock.  Accordingly, each of the Inside Investors
      hereby agrees not to convert or exercise any of the Series E Preferred
      Stock acquired by such Inside Investor unless and until such issuance is
      approved by the stockholders of Buyer in accordance with the rules of
      the Nasdaq Stock Market.  The Inside Investors acknowledge and agree
      that if such Stockholder Approval is not obtained, they will not be
      entitled to acquire any of the Conversion Shares which may adversely
      effect the value of the Series E Preferred Stock they are acquiring
      hereunder.
    

    
                 (c)            The approval of the stockholders of the
      Company described in this Section 6.12 shall be referred to herein as
      the "Stockholder Approval".
    

    
      
        

        

      

      
        
          18
        

        
          


        

      

      
        

        

      

    

    
                 (d)            Buyer agrees to solicit the Stockholder
      Approval in connection with its next stockholders meeting, but is under
      no obligation to hold a special meeting regarding such approval.  Each
      of the Sellers hereby agrees to vote any and all securities of the
      Company owned by such Seller and entitled to vote on the issue in favor
      of the Stockholder Approval.
    

    
           6.13.          Expenses.  Each
      Party shall be responsible for all of its own expenses, including but
      not limited to, legal, accounting and other professional fees and the
      fees of its financial advisors incurred with respect to this Agreement
      and the transactions provided for herein.
    

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

    
           6.15.          Post-Closing
      Adjustments.
    

    
                 (a)            Within ninety (90) days after the Closing,
      Buyer shall prepare and deliver to Sellers, in accordance with this
      Agreement and generally accepted accounting principles, a statement (the "Final
      Settlement Statement") setting forth each adjustment to the
      Purchase Price that was not finally determined as of the Closing. Within
      one hundred twenty (120) days after the Closing, Sellers (acting by a
      Required Consent) shall deliver to Buyer a written notice containing any
      changes that Sellers propose be made to the Final Settlement Statement.
      The parties shall undertake to agree with respect to the amounts due
      pursuant to such proposals within one hundred eighty (180) days after
      the Closing. The final agreed Purchase Price paid by Buyer to Sellers
      after all adjustments is hereinafter referred to as the "Final
      Purchase Price." The date upon which such agreement is
      reached or upon which the Final Purchase Price is established shall be
      herein called the "Final Settlement Date."  If
      the Final Purchase Price is more than the Purchase Price paid at
      Closing, Buyer shall pay to Sellers in immediately available funds the
      amount of such difference.  If the Final Purchase Price is less than the
      Purchase Price paid at Closing, Sellers shall pay to Buyer, in
      immediately available funds, the amount of such difference.  Such
      payment by Buyer or Sellers shall be made within five (5) days of the
      Final Settlement Date.  If the Parties are unable to resolve any
      disputed item within such period, any disputed item shall be submitted
      to a nationally recognized independent accounting firm mutually
      agreeable to the Parties who shall be instructed to resolve such
      disputed item within thirty (30) days.  The resolution of disputes by
      the accounting firm so selected shall be set forth in writing and shall
      be conclusive, binding and non-appealable upon the Parties with respect
      to the accounting matters submitted and the Final Settlement Statement
      shall become final and binding upon the Parties on the date of such
      resolution.  The fees and expenses of such accounting firm shall be paid
      one-half by Buyer and one-half by Sellers.
    

    
      
        

        

      

      
        
          19
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE 7. — CONDITIONS TO OBLIGATIONS OF THE PARTIES
    

    
            7.1.            Conditions
      Precedent to the Obligations of Sellers.  The obligations of Sellers
      to consummate the transactions contemplated by this Agreement will be
      subject to the fulfillment or waiver by a Required Consent on or prior
      to the Closing of each of the following conditions:
    

    
                 (a)            Each and every representation of Buyer under
      this Agreement will be true and accurate in all material respects as of
      the date when made and will be deemed to have been made again at and as
      of the time of the Closing (except to the extent it relates to a
      specified date) and will at and as of such time of the Closing be true
      and accurate in all material respects except as to changes specifically
      contemplated by this Agreement.
    

    
                 (b)            Buyer will have performed and complied in all
      material respects with each and every covenant, agreement, and condition
      required by this Agreement to be performed or complied with by Buyer
      prior to or at the Closing.
    

    
                 (c)            No Proceeding will, on the Closing Date, be
      pending or threatened before any Governmental Entity seeking to
      restrain, prohibit, or obtain Damages in connection with the
      consummation of the transactions contemplated by this Agreement.
    

    
                 (d)            All consents and approvals necessary to permit
      the consummation of the transactions contemplated by this Agreement will
      have been obtained, and, with respect to any applicable consents of
      Governmental Entities, no stay or appeal will have been entered and be
      pending.
    

    
                 (e)            The Certificate of Designation in
      substantially the form of Exhibit "A" shall have been
      duly adopted by all requisite corporate action and filed with the
      Secretary of State of the State of Delaware on or before the Closing
      Date, and shall not have been amended or modified.
    

    
            7.2.            Conditions
      Precedent to the Obligations of Buyer.  The obligations of Buyer to
      consummate the transactions contemplated by this Agreement will be
      subject to the fulfillment or waiver on or prior to the Closing of each
      of the following conditions:
    

    
                 (a)            Each and every representation of each Seller
      Party under this Agreement will be true and accurate in all material
      respects as of the date when made and will be deemed to have been made
      again at and as of the time of the Closing (except to the extent it
      relates to a specified date) and will at and as of such time of the
      Closing be true and accurate in all material respects except as to
      changes specifically contemplated by this Agreement.
    

    
                 (b)            Seller Parties will have performed and
      complied in all material respects with each and every covenant,
      agreement and condition required by this Agreement to be performed or
      complied with by Seller Parties prior to or at the Closing.
    

    
                 (c)            No Proceeding will, on the Closing Date, be
      pending or threatened before any Governmental Entity seeking to
      restrain, prohibit, or obtain Damages in connection with the
      consummation of the transactions contemplated by this Agreement.
    

    
      
        

        

      

      
        
          20
        

        
          


        

      

      
        

        

      

    

    
                 (d)            Buyer shall be fully satisfied with all
      matters reviewed in connection with their due diligence in accordance
      with Section 6.3.
    

    
                 (e)            All consents and approvals necessary to permit
      the consummation of the transactions contemplated by this Agreement will
      have been obtained, and, with respect to any applicable consents of
      Governmental Entities, no stay or appeal will have been entered and be
      pending.
    

    
      ARTICLE 8. — TERMINATION
    

    
            8.1.           Termination.  This
      Agreement may be terminated and the transactions contemplated hereby may
      be abandoned at any time prior to Closing:
    

    
                 (a)            by mutual written consent of a Required
      Consent of Sellers and Buyer;
    

    
                 (b)            by either Sellers (upon approval of a Required
      Consent) or Buyer if any Governmental Entity shall have issued any
      injunction or taken any other action permanently restraining, enjoining
      or otherwise prohibiting the consummation of the transactions
      contemplated hereby and such injunction or other action shall have
      become final and nonappealable;
    

    
                 (c)            by either of Sellers (upon approval of a
      Required Consent) or Buyer if the Closing shall not have occurred by
      January 31, 2009, provided, however, that the right to terminate this
      Agreement under this Section 8.1(c) shall not be available to any party
      whose breach of any representation or warranty or failure to fulfill any
      covenant or agreement under this Agreement has been the cause of or
      resulted in the failure of the Closing to occur on or before such date;
    

    
                 (d)            by Buyer if (i) Sellers shall have failed to
      comply in any material respect with any of the covenants or agreements
      contained in this Agreement to be complied with or performed by Sellers
      at or prior to such date of termination; (ii) any representation or
      warranty of Sellers contained in this Agreement shall not be true in all
      material respects when made or at the time of termination as if made on
      such date of termination (except to the extent it relates to a
      particular date); or (iii) any condition set forth in Section 7.2
      is not satisfied or waived at or prior to Closing; or
    

    
                 (e)            by Sellers (upon approval of a Required
      Consent) if (i) Buyer shall have failed to comply in any material
      respect with any of the covenants or agreements contained in this
      Agreement to be complied with or performed by Buyer at or prior to such
      date of termination; (ii) any representation or warranty of Buyer
      contained in this Agreement shall not be true in all material respects
      when made or on or at the time of termination as if made on such date of
      termination (except to the extent it relates to a particular date); or
      (iii) any condition set forth in Section 7.1 is not
      satisfied or waived at or prior to Closing.
    

    
            8.2.            Effect
      of Termination.  If this Agreement is terminated
      pursuant to this Article 8 this Agreement will forthwith become
      null and void and have no effect without any liability on the part of
      any Party or their respective Affiliates, except for the provisions of
      this Section 8.2 and such other portions of this Agreement as are
      necessary to the enforcement and construction of Section 8.2.  Nothing
      in this Agreement will, however, relieve any Party of any liability for
      breach of this Agreement occurring prior to such termination or for
      breach of any provision of this Agreement that specifically survives
      termination hereunder.  Buyer will have all remedies provided herein and
      all remedies at law or in equity in the event of a breach of this
      Agreement by any Seller Party.  The prevailing party in any legal
      Proceeding brought under or to enforce the provisions of this Agreement
      will be additionally entitled to recover court costs and reasonable
      attorneys’ fees from the non-prevailing party.
    

    
      
        

        

      

      
        
          21
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE 9. – SURVIVAL AND INDEMNIFICATION
    

    
      9.1.            Survival.  The
      representations and warranties contained in Article 4 and Article 5
      of this Agreement, and the covenants and other agreements made under
      this Agreement, including, without limitation, covenants in respect of
      indemnification, will survive the Closing without limitation and will
      remain fully enforceable in accordance with their terms.
    

    
      9.2.            Indemnification
      by Buyer. Buyer will protect, defend, indemnify and hold harmless
      Sellers and their respective partners, members, managers, stockholders,
      officers, directors, employees, Affiliates, agents, representatives,
      successors and assigns (the "Seller Indemnified Parties"),
      from and against any and all Damages sustained by any of the Seller
      Indemnified Parties as a result of any breach of any representation,
      covenant, or agreement of Buyer contained in this Agreement or in any of
      the certificates, instruments, or documents delivered by Buyer pursuant
      hereto.
    

    
      9.3.            Indemnification
      by Sellers.  Sellers, jointly and severally, will protect, defend,
      indemnify and hold harmless Buyer and its stockholders, officers,
      directors, employees, Affiliates, agents, representatives, successors
      and assigns (the "Buyer Indemnified Parties"),
      from and against any and all Damages sustained by any of the Buyer
      Indemnified Parties as a result of any breach of any representation,
      covenant, or agreement of any Seller Party contained in this Agreement,
      or in any of the certificates, instruments, or documents delivered by
      any Seller Party pursuant hereto or as a result of events with respect
      to the Company or any Interests which occurred prior to the Closing Date.
    

    
      ARTICLE 10. — MISCELLANEOUS
    

    
      10.1.          Notices.  Except
      as otherwise expressly provided herein, all communications required or
      permitted under this Agreement will be in writing and any communication
      or delivery hereunder will be deemed to have been duly given and
      received when actually delivered to the address of the Parties to be
      notified as set forth below and addressed as follows:
    

    
      
        

        

      

      
        
          22
        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          
            If to Seller Parties, as follows:
          

        	

        
	

        	
           
        	

        	

        
	

        	

        	
          SFF Production, LLC
        	

        
	

        	

        	
          400 Pine Street, Suite 1010
        	

        
	

        	

        	
          Abilene, Texas 79601
        	

        
	

        	

        	
          Attn: Dan McFarland
        	

        
	

        	

        	
          Phone: 325-677-6177
        	

        
	

        	

        	
          Fax: 325-677-6176
        	

        
	

        	

        	

        	
           
        
	

        	
          
            If to Buyer:
          

        	

        
	

        	

        	

        	
           
        
	

        	

        	
          Amen Properties, Inc.
        	

        
	

        	

        	
          300 North Coit Road, Suite 1150
        	

        
	

        	

        	
          Richardson, Texas 75080
        	

        
	

        	

        	
          Attn: Mr. Kris Oliver
        	

        
	

        	

        	
          Phone: 972-664-1610
        	

        
	

        	

        	
          Fax: 972-664-1632
        	

        


    

    
      Provided, however, that any notice required under this Agreement will be
      effective if given verbally within the time provided, so long as such
      verbal notice is followed by written notice thereof in the manner
      provided herein within 24 hours following the end of such time
      period.  Any Party may, by written notice so delivered to the other,
      change the address to which delivery will thereafter be made.
    

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

    
           10.3.          Binding
      Effect; Assignment.  All of the terms, provisions, covenants,
      obligations, indemnities, representations, warranties and conditions of
      this Agreement will be enforceable by the Parties and their respective
      successors and assigns.  The rights of each Party under this Agreement
      are personal to that Party and may not be assigned or transferred to any
      other party, firm, corporation or other entity, without the prior,
      express and written consent of the other Parties, except that Buyer will
      have the right to assign any of its rights and obligations hereunder to
      one or more Affiliates of Buyer without such consent.  Any attempt to
      assign this Agreement in violation of the foregoing will be absolutely
      void.  The non-assigning Party may condition its consent to assign this
      Agreement on the assigning Party providing appropriate guarantee of its
      assignee’s performance.
    

    
           10.4.          Taxes.  Upon
      Closing, Sellers will be responsible for and will pay all Taxes
      attributable to or arising from the ownership of the Interests on or
      prior to the Effective Date, and Buyer will be responsible for and will
      pay all Taxes attributable to or arising from the ownership or operation
      of the Interests after the Effective Date.  Any Party which pays such
      Taxes for the other Party will be entitled to prompt reimbursement upon
      evidence of such payment.  Each Party will be responsible for its own
      federal income Taxes, if any, as may result from this transaction.
    

    
      
        

        

      

      
        
          23
        

        
          


        

      

      
        

        

      

    

    
           10.5.          Governing
      Law.  THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
      PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH
      DETERMINATIONS, EXCEPT TO THE EXTENT GOVERNED BY THE DELAWARE GENERAL
      CORPORATION LAW AS IT APPLIES TO BUYER AND THE EQUITY SECURITIES.
    

    
           10.6.          Entire
      Agreement and Amendment.  This Agreement embodies the entire
      agreement between the Parties related to the subject matter hereof and
      replaces and supersedes all prior agreements, arrangements and
      understandings related to the subject matter hereof, whether written or
      oral.    No other statement, or promise made by any Party, or to any
      employee, officer or agent of any Party, which is not contained in this
      Agreement or in a written agreement signed by the Parties will be
      binding or valid.  This Agreement may be supplemented, altered, amended,
      modified or revoked by writing only, signed by Buyer and Sellers
      representing a Required Consent.  The headings herein are for
      convenience only and will have no significance in the interpretation
      hereof.  The Parties stipulate and agree that this Agreement will be
      deemed and considered for all purposes, as prepared through the joint
      efforts of the Parties, and will not be construed against one party or
      the other as a result of the preparation, submittal or other event of
      negotiation, drafting or execution thereof.  It is understood and agreed
      that there will be no third-party beneficiary of this Agreement, and
      that the provisions hereof do not impart enforceable rights in anyone
      who is not a party or a successor or assignee of a party hereto.
    

    
           10.7.          Exhibits.  All
      Exhibits and Schedules attached to this Agreement, and the terms of
      those Exhibits and Schedules which are referred to in this Agreement,
      are made a part hereof and incorporated herein by reference.
    

    
           10.8.          Delivery
      of Files After Closing.  Any files and records relating to the
      Company or the Properties will be provided by Seller Parties to Buyer as
      soon as reasonably possible after the Closing Date at a location to be
      specified by Buyer.
    

    
           10.9.          Counterparts.  This
      Agreement may be executed in any number of counterparts, and each and
      every counterpart will be deemed for all purposes one agreement.  Faxed
      signatures shall be deemed effective and binding for all purposes.
    

    
          10.10.         Consent
      to Transfers of Interests.  The Seller Parties consent to, and waive
      any and all rights to acquire, notices or other restrictions on transfer
      relating to, the transfer of interests in the Company by other members
      of the Company to Buyer, whether set forth in the Organizational
      Documents or otherwise.
    

    
          10.11.          Specific
      Performance.  The Parties hereby acknowledge and agree that the
      failure of any party to this Agreement to perform its obligations
      hereunder in accordance with their specific terms or to otherwise comply
      with such obligations, including its failure to take all actions as are
      necessary on its part of the consummation of the transaction
      contemplated hereby, will cause irreparable injury to the other Parties
      to this Agreement for which Damages, even if available, will not be an
      adequate remedy.  Accordingly, each of the Parties hereto hereby
      consents to the issuance of injunctive relief by any court of competent
      jurisdiction to compel performance of any Party's obligations, including
      an injunction to prevent breaches, and to the granting by any such court
      of the remedy of specific performance of the terms and conditions hereof.
    

    
      
        

        

      

      
        
          24
        

        
          


        

      

      
        

        

      

    

    
          10.12.         Actions
      by Sellers.  Any action or decision to be taken or made by Sellers
      in this Agreement shall be taken or made upon the approval of a Required
      Consent, and upon such approval such action or decision shall be binding
      upon all of the Sellers.
    

    
          10.13.         Joinder
      by the Company.  The Company is executing this Agreement for the
      purpose of confirming and agreeing to the representations, warranties
      and covenants of Sellers relating to the Company.
    

    
      [Remainder of this Page Intentionally Left Blank]
    

    
      
        

        

      

      
        
          25
        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	

        	

        	
          
            BUYER:
          

        
	

        	

        	

        	
           
        
	

        	

        	
          AMEN PROPERTIES, INC.
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          By:
        	
           
        
	

        	

        	
          Name:
        	
           
        
	

        	

        	
          Title:
        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            ACKNOWLEDGED AND AGREED:
          

        	

        	

        
	

        	

        	

        	
           
        
	
          SFF PRODUCTION, LLC
        	

        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          By:
        	
           
        	

        	

        
	
          Name:
        	
           
        	

        	

        
	
          Title:
        	
           
        	

        	

        


    

    
      

      [Additional Signature Pages Follow]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	
           
        	
          
            SELLER:
          

        
	

        	

        	
           
        
	

        	
          UNIVERSAL GUARANTY LIFE INS. CO.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
           
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    

    

    
      _____  Check here if Seller is a stockholder of Buyer on the date hereof.
    

    
      _____  Check here if Seller is an Inside Investor
    

    

    

    
    	
          Seller's Social Security
or Tax Identification Number:
        	
           
        	

        


    

    
      

      


    

    
    	
          
            Seller's Address:
          

        	
           
        	
          
            

            


          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        
	
           
        	

        	

        	

        	

        	

        	

        	

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
           
        	

        	
           
        	

        	
           
        
	
          
            (Number and Street)
          

        	

        	
          
            (City)
          

        	

        	
          
            (State)
          

        	

        	
          
            (Zip Code)
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	

        	

        	

        	

        	

        	

        
	
          
            Seller's Fax Number
          

        	

        	

        	

        	

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	
           
        	
          
            SELLER:
          

        
	

        	

        	
           
        
	

        	
          
            AMERICAN CAPITOL INSURANCE
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
           
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    

    

    
      _____  Check here if Seller is a stockholder of Buyer on the date hereof.
    

    
      _____  Check here if Seller is an Inside Investor
    

    

    

    
    	
          
            Seller's Social Security
or Tax Identification Number:
          

        	
           
        	

        


    

    
      

      


    

    
    	
          
            Seller's Address:
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
           
        	

        	
           
        	

        	
           
        
	
          
            (Number and Street)
          

        	

        	
          
            (City)
          

        	

        	
          
            (State)
          

        	

        	
          
            (Zip Code)
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	

        	

        	

        	

        	

        	

        
	
           
        	

        	

        	

        	

        	

        	

        	

        
	
          
            Seller's Fax Number
          

        	

        	

        	

        	

        	

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	
           
        	
          
            SELLER:
          

        
	

        	

        	
           
        
	

        	
          
            SOFTVEST, L.P.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
           
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    

    

    
      _____  Check here if Seller is a stockholder of Buyer on the date hereof.
    

    
      _____  Check here if Seller is an Inside Investor
    

    

    

    
    	
          Seller's Social Security
or Tax Identification Number:
        	
           
        	

        


    

    
      

      


    

    
    	
          
            Seller's Address:
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
           
        	

        	
           
        	

        	
           
        
	
          
            (Number and Street)
          

        	

        	
          
            (City)
          

        	

        	
          
            (State)
          

        	

        	
          
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            Seller's Fax Number
          

        	

        	

        	

        	

        	

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	
           
        	
          
            SELLER:
          

        
	

        	

        	
           
        
	

        	
          CORNERSTONE MINERALS CORPORATION
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
           
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    

    

    
      _____  Check here if Seller is a stockholder of Buyer on the date hereof.
    

    
      _____  Check here if Seller is an Inside Investor
    

    

    

    
    	
          
            Seller's Social Security
or Tax Identification Number:
          

        	
           
        	

        


    

    
      

      


    

    
    	
          
            Seller's Address:
          

        	
           
        	
          
             
          

        	
           
        	
          
            


          

        	
           
        	
          
             
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
           
        	

        	
           
        	

        	
           
        
	
          
            (Number and Street)
          

        	

        	
          
            (City)
          

        	

        	
          
            (State)
          

        	

        	
          
            (Zip Code)
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          
            


          

        	

        	

        	

        	

        	

        	

        
	
           
        	

        	

        	

        	

        	

        	

        	

        
	
          
            Seller's Fax Number
          

        	

        	

        	

        	

        	

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	
           
        	
          
            SELLER:
          

        
	

        	
           
        
	

        	
           
        
	

        	
          JON MORGAN
        


    

    

    

    
      _____  Check here if Seller is a stockholder of Buyer on the date hereof.
    

    
      _____  Check here if Seller is an Inside Investor
    

    

    

    
    	
          Seller's Social Security
or Tax Identification Number:
        	
           
        	

        


    

    
      

      


    

    
    	
          
            Seller's Address:
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
           
        	

        	
           
        	

        	
           
        
	
          
            (Number and Street)
          

        	

        	
          
            (City)
          

        	

        	
          
            (State)
          

        	

        	
          
            (Zip Code)
          

        
	

        	
          
             
          

        	

        	

        	

        	

        	

        	

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	

        	

        	

        	

        	

        	

        
	
          
            Seller's Fax Number
          

        	

        	

        	

        	

        	

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Signature Page to Securities Purchase Agreement        
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused
      this Agreement to be executed by their duly authorized representatives,
      all as of the day and year first above written.
    

    
    	
           
        	
          
            SELLER:
          

        
	

        	
           
        
	

        	
           
        
	

        	
          JOHN NORWOOD
        


    

    

    

    
      _____  Check here if Seller is a stockholder of Buyer on the date hereof.
    

    
      _____  Check here if Seller is an Inside Investor
    

    

    

    
    	
          Seller's Social Security
or Tax Identification Number:
        	
           
        	

        


    

    
      

      


    

    
    	
          
            Seller's Address:
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
           
        	

        	
           
        	

        	
           
        
	
          
            (Number and Street)
          

        	

        	
          
            (City)
          

        	

        	
          
            (State)
          

        	

        	
          
            (Zip Code)
          

        
	

        	
          
            


          

        	

        	

        	

        	

        	

        	

        
	

        	

        	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	

        	

        	

        	

        	

        	

        
	
          
            Seller's Fax Number
          

        	

        	

        	

        	

        	

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Schedule 2.1
to
Securities Purchase
      Agreement
dated as of December 22, 2008
by and among
Amen
      Properties, Inc.
and the Sellers named therein
    

    
      LIST OF SELLERS AND ALLOCATION OF PURCHASE PRICE
    

    

    

    

    

    
    	
          
            Name
          

        	
          
            Interest
          

        	
          
            Percentage Allocated
          

          
            Purchase Price
          

        	

        
	

        	

        	

        	
           
        
	
          Universal Guaranty Life Ins. Co.
        	
          17.8%
        	
          39.04%
        	

        
	

        	

        	

        	
           
        
	
          American Capitol Insurance
        	
          4.2%
        	
          9.21%
        	

        
	
          Softvest, L.P.
        	
          7.9%
        	
          17.33%
        	

        
	

        	

        	

        	
           
        
	
          Cornerstone Minerals Corporation
        	
          5.7%
        	
          12.50%
        	

        
	

        	

        	

        	
           
        
	
          Jon Morgan
        	
          5.0%
        	
          10.96%
        	

        
	
          John Norwood
        	
          5.0%
        	
          10.96%
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            Total
          

        	
          45.6%
        	
          100%
        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Schedule 4.1
to
Securities Purchase
      Agreement
dated as of December 22, 2008
by and among
Amen
      Properties, Inc.
and the Sellers named therein
    

    
      ORGANIZATIONAL DOCUMENTS
    

    
      1.        Certificate of Formation of SFF Production, LLC filed with the
      Delaware Secretary of State on December 4, 2007.
    

    
      2.        Operating Agreement of SFF Production, LLC dated as of
      December 4, 2007.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Schedule 5.5
to
Securities Purchase
      Agreement
dated as of December 22, 2008
by and among
Amen
      Properties, Inc.
and the Sellers named therein
    

    

    

    
      SUBSIDIARIES OF BUYER
    

    
      NEMA Properties, LLC is a wholly-owned subsidiary of Amen
      Properties, Inc.  NEMA is organized under the laws of the State of
      Nevada.
    

    
      Amen Minerals, LLC is wholly owned by Amen Properties, Inc., as
      the sole general partner, and is organized under the laws of the State
      of Delaware.
    

    
      Amen Delaware, LLC is wholly owned by Amen Properties, Inc., as
      the sole general partner, and is organized under the laws of the State
      of Delaware.
    

    
      W Power and Light, LP is owned 99% by NEMA Properties, LLC as the
      sole limited partner and 1% by Amen Properties, Inc., as the sole
      general partner, and is organized under the laws of the State of
      Delaware.
    

    
      Priority Power Management, LLC is wholly owned  by Amen
      Properties, Inc. as the sole general partner, and is organized under the
      laws of the State of Texas.
    

    
      SFF Royalty, LLC is owned 33.3% by Amen Properties, Inc., and is
      organized under the laws of the State of Delaware.
    

    
      SFF Production, LLC is owned 33.3% by Amen Properties, Inc., and
      is organized under the laws of the State of Delaware.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Exhibit "A"
to
Securities
      Purchase Agreement
dated as of December 22, 2008
by
      and among
Amen Properties, Inc.
and the Sellers
      named therein
    

    

    

    
      CERTIFICATE OF DESIGNATION OF SERIES
AND DETERMINATION OF RIGHTS AND
      PREFERENCES
OF
    

    
      SERIES E CONVERTIBLE PREFERRED STOCK
    

    
      OF
    

    
      AMEN PROPERTIES, INC.
    

    
      AMEN PROPERTIES, INC., a Delaware corporation (the "Company"),
      acting pursuant to Section 151 of the General Corporation Law of
      Delaware, does hereby submit the following Certificate of Designation of
      Series and Determination of Rights and Preferences of its Series E
      Convertible Preferred Stock (this "Certificate").
    

    
      FIRST:  The name of the Company is Amen Properties, Inc.
    

    
      SECOND: By unanimous consent of the Board of Directors (the "Board")
      of the Company dated December 1, 2008, the following resolutions were
      duly adopted:
    

    
      WHEREAS the Certificate of Incorporation of the Company (the "Certificate
      of Incorporation") authorizes 5,000,000 shares of preferred
      stock, par value $.001 per share ("Preferred Stock"),
      issuable from time to time in one or more series;
    

    
      WHEREAS, the Company has previously designated four series of Preferred
      Stock, the Series A Preferred Stock, par value $.001 per share (the "Series
      A Preferred"), the Series B Preferred Stock, par value $.001 per
      share (the "Series B Preferred"), the Series C
      Preferred Stock, par value $.001 per share (the "Series C
      Preferred"), and the Series D Preferred Stock, par value $.001
      per share (the "Series D Preferred");
    

    
      WHEREAS, all shares of Series A Preferred, Series B Preferred or
      Series C Preferred have been issued, converted, retired and cancelled
      and cannot be reissued;
    

    
      WHEREAS, rights and preferences of the Series D Preferred are set forth
      in the Certificate of Designation of Series and Determination of Rights
      and Preferences, as amended, for the Series D Preferred (the "Series
      D Designations");
    

    
      

      

      


    

    
    	
           
        	
          A - 1
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      WHEREAS the Board of the Company is authorized, subject to limitations
      prescribed by law and by the provisions of paragraph four (4) of the
      Company's Certificate of Incorporation, to establish and fix the number
      of shares to be included in any series of Preferred Stock and the
      designation, rights, preferences, powers, restrictions and limitations
      of the shares of such series; and
    

    
      WHEREAS it is the desire of the Board to establish and fix the number of
      shares to be included in a new series of Preferred Stock and the
      designation, rights, preferences and limitations of the shares of such
      new series.
    

    
      NOW, THEREFORE, BE IT RESOLVED that pursuant to paragraph four of the
      Company's Certificate of Incorporation, there is hereby established a
      new series of Preferred Stock, and that the Board does hereby fix and
      determine the designation, rights, preferences, powers, restrictions and
      limitations set forth as follows:
    

    
      SECTION 1.    DESIGNATION; RANK.
    

    
      This series of cumulative convertible Preferred Stock shall be
      designated and known as the "Series C Preferred Stock."
      The number of shares constituting the Series E Preferred Stock shall be
      815,000 shares. The Series E Preferred Stock shall, with respect to
      rights upon liquidation, dissolution or winding up, whether voluntary or
      involuntary, rank equal to the Series D Preferred Stock, and prior to
      the common stock of the Company, par value $.01 per share (the "Common
      Stock").
    

    
      SECTION 2.   DIVIDENDS.
    

    
      The holders of outstanding shares of Series E Preferred Stock shall be
      entitled to receive a dividend of 10.0% per annum payable at the end of
      each calendar quarter, at the election of the Board, out of funds
      legally available for such purpose, in preference and priority to any
      payment of any dividend on the Common Stock.  Such dividends shall be
      payable only when, as and if declared by the Board, and such dividends
      shall accrue and be cumulative.
    

    
      SECTION 3.   LIQUIDATION PREFERENCE.
    

    
      (a)       Upon any liquidation, dissolution or winding up of the
      Company, whether voluntary or involuntary, but before any distribution
      or payment shall be made to the holders of any Common Stock, and in
      equal preference to the holders of the Series D Preferred, the holders
      of Series E Preferred Stock shall be entitled to be paid out of the
      remaining assets of the Company legally available for distribution with
      respect to each share of Series E Preferred Stock an amount equal to the
      sum of (i) $10.00 per share, as adjusted for any stock dividends,
      combinations or splits with respect to such shares (the "Original
      Series E Issue Price") plus (ii) any declared but unpaid
      dividends thereon (such sum, the "Series E Liquidation Value").
      If upon any such liquidation, dissolution or winding up of the Company
      the remaining assets of the Company available for distribution to its
      stockholders shall be insufficient to pay the holders of shares of
      Series D Preferred and Series E Preferred Stock the full liquidation
      amount to which each is entitled under the Series D Designations and
      this Certificate, as the case may be, then the holders of shares of
      Series D Preferred and Series E Preferred Stock shall share ratably in
      any distribution of the remaining assets of the Company in proportion to
      the respective amounts which would otherwise be payable in respect of
      the shares of such Preferred Stock held by them upon such distribution
      if all amounts payable on or with respect to such shares were paid in
      full.
    

    
      

      

      


    

    
    	
           
        	
          A - 2
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (b)       After payment in full of the liquidation amounts to which all
      outstanding shares of Series D Preferred and Series E Preferred Stock
      are entitled, then the remaining assets of the Company legally available
      for distribution, if any, shall be distributed to the holders of Common
      Stock.
    

    
      (c)       The following events shall be considered a liquidation for
      purposes of Section 3(a) above and Section 6 (a) below unless the
      holders of at least a majority of the voting power of all then
      outstanding shares of each of the Series D Preferred and the Series E
      Preferred Stock, vote otherwise:
    

    
      (i)       any merger, consolidation or other business combination of the
      Company in which the stockholders of the Company immediately prior to
      such transaction will, immediately after such transaction (by virtue of
      securities issued in the transaction or otherwise), beneficially own (as
      determined pursuant to rule 13d-3 under the Securities Exchange Act of
      1934, as amended (the "Exchange Act") capital stock
      representing less than fifty percent (50%) of the voting power of the
      surviving entity's voting stock immediately after such transaction; or
    

    
      (ii)      a sale of all or substantially all of the assets of the
      Company to any other entity, where the Company's stockholders
      immediately prior to such sale will, immediately after such sale (by
      virtue of securities issued as consideration for the Company's sale or
      otherwise), beneficially own (as determined pursuant to Rule 13d-3 under
      the Exchange Act) capital stock representing less than fifty percent
      (50%) of the voting power of the acquiring entity's voting stock.
    

    
      (d)       In either of the events in Section 3(c) above, if the
      consideration received by the Company is other than cash, its value will
      be deemed its fair market value as determined in good faith by the
      Board. Any securities shall be valued as follows:
    

    
      (i)       Securities not subject to investment letter or other similar
      restrictions on free marketability covered by (ii) below:
    

    
      (A)       If traded on a securities exchange or through the Nasdaq
      National Market, the value shall be deemed to be the average of the
      closing prices of the securities on such quotation system over the
      thirty (30) day period ending three (3) days prior to the closing;
    

    
      (B)       If actively traded over-the-counter, the value shall be deemed
      to be the average of the closing bid or sale prices (whichever is
      applicable) over the thirty (30) day period ending three (3) days prior
      to the closing; and
    

    
      

      

      


    

    
    	
           
        	
          A - 3
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (C)       If there is no active public market, the value shall be the
      fair market value thereof, as mutually determined by the Board and the
      holders of at least a majority of the voting power of all then
      outstanding shares of Series D Preferred and Series E Preferred Stock.
    

    
      (ii)      The method of valuation of securities subject to investment
      letter or other restrictions on free marketability (other than
      restrictions arising solely by virtue of a stockholder's status as an
      affiliate or former affiliate) shall be to make an appropriate discount
      from the market value determined as above in (i) (A), (B) or (C) to
      reflect the approximate fair market value thereof, as mutually
      determined by the Board and the holders of at least a majority of the
      voting power of all then outstanding shares of each of the Series D
      Preferred and Series E Preferred Stock.
    

    
      SECTION 4.   VOTING RIGHTS.
    

    
      (a)       Each holder of outstanding shares of Series E Preferred Stock
      shall be entitled to the number of votes equal to the number of whole
      shares of Common Stock into which all of the shares of Series E
      Preferred Stock held by such holder would be convertible (subject to the
      Conversion Cap described in Section 6(1) hereof and as adjusted from
      time to time pursuant to Sections 6(e), (f), (g) and (h) hereof) at each
      meeting of stockholders of the Company (and written actions of
      stockholders in lieu of meetings) with respect to any and all matters
      presented to the stockholders of the Company for their action or
      consideration.  Except as provided by law, by the express provisions
      hereof, or by the provisions establishing any other series of Preferred
      Stock, holders of Series E Preferred Stock and of any outstanding other
      series of Preferred Stock shall vote together with the holders of Common
      Stock as a single class.
    

    
      (b)       Notwithstanding the foregoing, the Series E Preferred Stock
      will not be entitled (i) to vote with respect to any approval or
      ratification by the stockholders of the Company of the designation,
      issuance and sale of the Series E Preferred Stock by the Company in
      accordance with the rules of the Nasdaq Stock Market, and (ii) to the
      number of votes equal to the number of shares of Common Stock into which
      the Series E Preferred Stock is convertible that are in excess of the
      Conversion Cap unless and until Stockholder Approval is obtained (as
      such capitalized terms are defined in Section 6 hereof).
    

    
      SECTION 5.   COVENANTS.
    

    
      In addition to any other rights provided by law, the Corporation shall
      not, without first obtaining the affirmative vote or written consent of
      the holders of at least fifty percent (50%) of the outstanding shares of
      each of the Series D Preferred and Series E Preferred Stock,
      (i) authorize or create (by reclassification or otherwise) any new class
      or series of shares of capital stock with rights senior or equal to the
      Series D Preferred or Series E Preferred Stock; (ii) amend or waive any
      provision of this Corporation's Certificate of Incorporation or Bylaws
      in any manner that adversely affects the preferences, privileges or
      rights of the Series D Preferred or Series E Preferred Stock; (iii)
      redeem or repurchase Common Stock or any other junior equity security,
      except for shares repurchased upon the termination of an employee,
      officer, director or consultant pursuant to a restricted stock purchase
      agreement; (iv) pay or declare any dividend on the Common Stock or any
      other junior equity security other than a dividend payable in shares of
      Common Stock; or (v) liquidate or wind up the Corporation.
    

    
      

      

      


    

    
    	
           
        	
          A - 4
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECTION 6.   CONVERSION RIGHTS.
    

    
      The holders of the Series E Preferred Stock shall have conversion rights
      as follows (the "Conversion Rights"):
    

    
      (a)       Right to Convert.  Each
      share of Series E Preferred Stock shall be convertible, at the option of
      the holder thereof, at any time and from time to time, into such number
      of fully paid and nonassessable shares of Common Stock as is determined
      by dividing the Original Series E Issue Price by the Conversion Price
      (as defined below) in effect at the time of conversion.  Subject to the
      Conversion Cap provided under Section 6(l) and other limitations set
      forth herein, the Series E Preferred Stock is convertible into an
      aggregate of 1,358,333 shares of Common Stock.  The Conversion Price
      (the "Conversion Price") is $6.00 per
      share of Common Stock. The Conversion Price is the price at which shares
      of Common Stock shall be deliverable upon conversion of Series E
      Preferred Stock, without the payment of additional consideration by the
      holder thereof. Such initial Conversion Price and the rate at which
      shares of Series E Preferred Stock may be converted into shares of
      Common Stock, shall be subject to adjustment as provided below.
    

    
      (b)       Fractional Shares.  No
      fractional shares of Common Stock shall be issued upon conversion of the
      Series E Preferred Stock. In lieu of fractional shares, the Company
      shall round such fraction to the nearest whole number.
    

    
      (c)       Mechanics of Conversion.
    

    
      (i)       In order to convert shares of Series E Preferred Stock into
      shares of Common Stock, the holder shall surrender the certificate or
      certificates for such shares of Series E Preferred Stock at the office
      of the transfer agent (or at the principal office of the Company if the
      Company serves as its own transfer agent), together with written notice
      that such holder elects to convert all or any number of the shares
      represented by such certificate or certificates. Such notice shall state
      the number of shares of Series E Preferred Stock which the holder seeks
      to convert.  The number of shares of Common Stock into which each share
      of Series E Preferred Stock is convertible is subject to and limited by
      the Conversion Cap provided in Section 6(l).  If required by the
      Company, certificates surrendered for conversion shall be endorsed or
      accompanied by a written instrument or instruments of transfer, in form
      satisfactory to the Company, duly executed by the registered holder or
      his or its attorney duly authorized in writing. The date of receipt of
      such certificates and notice by the transfer agent or the Company shall
      be the conversion date ("Conversion Date"). As soon
      as practicable after the Conversion Date, the Company shall promptly
      issue and deliver at such office to such holder a certificate or
      certificates for the number of shares of Common Stock to which such
      holder is entitled. Such conversion shall be deemed to have been made at
      the close of business on the date of such surrender of the certificate
      representing the shares of Series E Preferred Stock to be converted, and
      the person entitled to receive the shares of Common Stock issuable upon
      such conversion shall be treated for all purposes as the record holder
      of such shares of Common Stock on such date.
    

    
      

      

      


    

    
    	
           
        	
          A - 5
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (ii)      The Company shall at all times during which the Series E
      Preferred Stock shall be outstanding, reserve and keep available out of
      its authorized but unissued Common Stock, for the purpose of effecting
      the conversion of the Series E Preferred Stock, such number of its duly
      authorized shares of Common Stock as shall from time to time be
      sufficient to effect the conversion of all outstanding Series E
      Preferred Stock. Before taking any action which would cause an
      adjustment reducing the Conversion Price below the then par value of the
      shares of Common Stock issuable upon conversion of the Series E
      Preferred Stock, the Company will take any corporate action which may,
      in the opinion of its counsel, be necessary in order that the Company
      may validly and legally issue fully paid and nonassessable shares of
      Common Stock at such adjusted Conversion Price.
    

    
       (iii)    All shares of Series E Preferred Stock which shall have been
      surrendered for conversion as herein provided shall no longer be deemed
      to be outstanding and all rights with respect to such shares, including
      the rights, if any, to receive dividends, notices and to vote, shall
      immediately cease and terminate on the Conversion Date, except only the
      right of the holders thereof to receive shares of Common Stock in
      exchange therefor, and if applicable, cash for any fractional shares of
      Common Stock.  Any shares of Series E Preferred Stock so converted shall
      be retired and cancelled and shall not be reissued, and the Company may
      from time to time take such appropriate action as may be necessary to
      reduce the number of shares of authorized Series E Preferred Stock
      accordingly.
    

    
      (d)       Adjustments to
      Conversion Price for Diluting Issues.
    

    
      (i)       Special Definitions.  For
      purposes of this Subsection 6(d), the following definitions shall apply:
    

    
      (A)       "Option"
      shall mean rights, options or warrants to subscribe for, purchase or
      otherwise acquire Common Stock or Convertible Securities, excluding
      rights or options granted to employees, vendors, officers, directors and
      executives of, and consultants or shareholders to, the Company in an
      amount not exceeding the number of Reserved Employee Shares.
    

    
      (B)       "Original Issue
      Date" shall mean the date on which the first share of Series E
      Preferred Stock is first issued.
    

    
      (C)       "Convertible
      Securities" shall mean any evidences of indebtedness, shares or
      other securities directly or indirectly convertible into or exchangeable
      for Common Stock.
    

    
      (D)       "Additional
      Shares of Common Stock" shall mean all shares of Common Stock
      issued (or, pursuant to Subsection 6(d)(iii) below, deemed to be issued)
      by the Company after the Original Issue Date, other than Reserved
      Employee Shares and other than shares of Common Stock issued or issuable:
    

    
      

      

      


    

    
    	
           
        	
          A - 6
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (1)       by reason of a dividend, stock split, split-up or other
      distribution on shares of Common Stock;
    

    
      (2)       upon the exercise of Options as set forth in Subsection
      6(d)(i)(A); or
    

    
      (3)       upon conversion of shares of Series E Preferred Stock.
    

    
      (E)       "Reserved
      Employee Shares" shall mean shares of Common Stock issued to
      employees, officers, directors, shareholders and executives of, and
      consultants or vendors to, the Company upon the exercise of options
      granted under the Company's employee stock option plans, which plans
      have been approved by the Company's stockholders, or as payment of
      compensation.
    

    
      (F)       "Rights to
      Acquire Common Stock" (or "Rights")
      shall mean all rights issued by the Company to acquire Common Stock
      whether by exercise of a warrant, option or similar call, or conversion
      of any existing instruments, in either case for consideration fixed, in
      amount or by formula, as of the date of issuance.
    

    
      (ii)      No Adjustment of Conversion
      Price.  No adjustment in the number of shares of Common Stock into
      which the Series E Preferred Stock is convertible shall be made, by
      adjustment in the applicable Conversion Price thereof, (A) unless the
      consideration per share (determined pursuant to Subsection 6(d)(v)
      below) for an Additional Share of Common Stock issued or deemed to be
      issued by the Company is less than the Conversion Price in effect on the
      date of, and immediately prior to, the issue of such Additional Shares,
      or (B) if, prior to such issuance, the Company receives written notice
      from the holders of at least a majority of the voting power of all then
      outstanding shares of Series E Preferred Stock, agreeing that no such
      adjustment shall be made as the result of the issuance of Additional
      Shares of Common Stock.
    

    
      (iii)     Issue of Securities Deemed Issue
      of Additional Shares of Common Stock.  If the Company at any time or
      from time to time after the Original Issue Date shall issue any Options
      or Convertible Securities or Rights to Acquire Common Stock, then the
      maximum number of shares of Common Stock (as set forth in the instrument
      relating thereto without regard to any provision contained therein for a
      subsequent adjustment of such number) issuable upon the exercise of such
      Options, Rights or, in the case of Convertible Securities, the
      conversion or exchange of such Convertible Securities, shall be deemed
      to be Additional Shares of Common Stock issued as of the time of such
      issue; provided, however, that Additional Shares of Common Stock shall
      not be deemed to have been issued unless the consideration per share
      (determined pursuant to Subsection 6(d)(v) hereof) of such Additional
      Shares of Common Stock would be less than the Conversion Price in effect
      on the date of and immediately prior to such issue, or such record date,
      as the case may be, and provided, further, that in any such case:
    

    
      

      

      


    

    
    	
           
        	
          A - 7
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (A)       No further adjustment in the Conversion Price shall be made
      upon the subsequent issue of shares of Common Stock upon the exercise of
      such Options, Rights or conversion or exchange of such Convertible
      Securities;
    

    
      (B)       Upon the expiration or termination of any unexercised Option,
      Right or Convertible Security, the Conversion Price shall be adjusted
      immediately to reflect the Conversion Price which would have been in
      effect had such Option, Right or Convertible Security (to the extent
      outstanding immediately prior to such expiration or termination) never
      been issued; and
    

    
      (C)       In the event of any change in the number of shares of Common
      Stock issuable upon the exercise, conversion or exchange of any Option,
      Right or Convertible Security, including, but not limited to, a change
      resulting from the anti-dilution provisions thereof, the Conversion
      Price then in effect shall forthwith be readjusted to such Conversion
      Price as would have been obtained had the Conversion Price adjustment
      that was originally made upon the issuance of such Option, Right or
      Convertible Security which were not exercised or converted prior to such
      change been made upon the basis of such change, but no further
      adjustment shall be made for the actual issuance of Common Stock upon
      the exercise or conversion of any such Option, Right or Convertible
      Security.
    

    
      (iv)      Adjustment of Conversion
      Price upon Issuance of Additional Shares of Common Stock.  If the
      Company shall at any time after the Original Issue Date issue Additional
      Shares of Common Stock (including Additional Shares of Common Stock
      deemed to be issued pursuant to Subsection 6(d)(iii), but excluding
      shares issued as a dividend or distribution as provided in Subsection
      6(f) or upon a stock split or combination as provided in Subsection
      6(e)), without consideration, or for a consideration per share less than
      the Conversion Price in effect on the date of and immediately prior to
      such issue, or without the requisite number of notices contemplated by
      Subsection 6(d)(ii) hereof, then and in such event, the Conversion Price
      shall be reduced by a full ratchet anti-dilution adjustment to such
      lesser price (calculated to the nearest cent), but in no case will
      convert at a price below $4.42 per share, concurrently with such
      issuance at a price less than the original Conversion
      Price.  Notwithstanding the foregoing, the applicable Conversion Price
      shall not be reduced if the amount of such reduction would be an amount
      less than $.20, but any such amount shall be carried forward and
      reduction with respect thereto made at the time of and together with any
      subsequent reduction which, together with such amount and any other
      amount or amounts so carried forward, shall aggregate $.20 or more.
    

    
      (v)       Determination of
      Consideration.  For purposes of this Subsection 6(d), the
      consideration received by the Company for the issue of any Additional
      Shares of Common Stock shall be computed as follows:
    

    
      (A)       Cash and Property. Such consideration shall:
    

    
      

      

      


    

    
    	
           
        	
          A - 8
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (1)       insofar as it consists of cash, be computed at the aggregate
      of cash received by the Company, excluding amounts paid or payable for
      accrued interest or accrued dividends;
    

    
      (2)       insofar as it consists of property other than cash, be
      computed at the fair market value thereof at the time of such issue, as
      determined in good faith by the Board; and
    

    
      (3)       in the event Additional Shares of Common Stock are issued
      together with other shares or securities or other assets of the Company
      for consideration which covers both, be the proportion of such
      consideration so received, computed as provided in clauses (1) and (2)
      above, as determined in good faith by the Board.
    

    
      (B)       Options, Rights and Convertible Securities. The consideration
      per share received by the Company for Additional Shares of Common Stock
      deemed to have been issued pursuant to Subsection 6(d)(iii), relating to
      Options, Rights and Convertible Securities, shall be determined by
      dividing
    

    
      (1)       the total amount, if any, received or receivable by the
      Company as consideration for the issue of such Options, Rights or
      Convertible Securities, plus the minimum aggregate amount of additional
      consideration (as set forth in the instruments relating thereto, without
      regard to any provision contained therein for a subsequent adjustment of
      such consideration) payable to the Company upon the exercise of such
      Options, Rights or the conversion or exchange of such Convertible
      Securities, by
    

    
      (2)       the maximum number of shares of Common Stock (as set forth in
      the instruments relating thereto, without regard to any provision
      contained therein for a subsequent adjustment of such number) issuable
      upon the exercise of such Options, Rights or the conversion or exchange
      of such Convertible Securities.
    

    
      (e)       Adjustment for Stock
      Splits and Combinations.  If the Company shall at any time or from
      time to time after the Original Issue Date effect a subdivision of the
      outstanding Common Stock, the Conversion Price then in effect
      immediately before that subdivision shall be proportionately decreased.
      If the Company shall at any time or from time to time after the Original
      Issue Date combine the outstanding shares of Common Stock, the
      Conversion Price then in effect immediately before the combination shall
      be proportionately increased. Any adjustment under this paragraph shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective.
    

    
      (f)       Adjustment for Certain
      Dividends and Distributions.  In the event the Company at any time
      or from time to time after the Original Issue Date shall make or issue a
      dividend or other distribution payable in shares of Common Stock, then
      and in each such event the Conversion Price shall be decreased as of the
      time of such issuance, by multiplying the Conversion Price by a
      fraction, the numerator of which shall be the total number of shares of
      Common Stock issued and outstanding immediately prior to the time of
      such issuance, and the denominator of which shall be the total number of
      shares of Common Stock issued and outstanding immediately prior to the
      time of such issuance plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution.
    

    
      

      

      


    

    
    	
           
        	
          A - 9
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (g)       Adjustments for Other
      Dividends and Distributions.  In the event the Company at any time,
      or from time to time after the Original Issue Date shall make or issue,
      a dividend or other distribution payable in securities of the Company
      other than shares of Common Stock, then and in each such event provision
      shall be made so that the holders of shares of the Series E Preferred
      Stock shall receive upon conversion thereof in addition to the number of
      shares of Common Stock receivable thereupon, the amount of securities of
      the Company that they would have received had their Series E Preferred
      Stock been converted into Common Stock on the date of such event and had
      thereafter, during the period from the date of such event to and
      including the Conversion Date, retained such securities receivable by
      them as aforesaid during such period given application to all
      adjustments called for during such period, under this paragraph with
      respect to the rights of the holders of the Series E Preferred Stock.
    

    
      (h)       Adjustment for
      Reclassification, Exchange, or Substitution.  If the Common Stock
      issuable upon the conversion of the Series E Preferred Stock shall be
      changed into the same or a different number of shares of any class or
      classes of stock, whether by capital reorganization, reclassification,
      or otherwise (other than a subdivision or combination of shares or stock
      dividend provided for above), then and in each such event the holder of
      each share of Series E Preferred Stock shall have the right thereafter
      to convert such share into the kind and amount of shares of stock and
      other securities and property receivable upon such reorganization,
      reclassification, or other change, by holders of the number of shares of
      Common Stock into which such shares of Series E Preferred Stock might
      have been converted immediately prior to such reorganization,
      reclassification, or change, all subject to further adjustment as
      provided herein.
    

    
      (i)       No Impairment.  The
      Company will not, by amendment of its Certificate of Incorporation or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms
      to be observed or performed hereunder by the Company, but will at all
      times in good faith assist in the carrying out of all the provisions of
      this Section 6 and in the taking of all such action as may be necessary
      or appropriate in order to protect the Conversion Rights of the holders
      of the Series E Preferred Stock against impairment to the extent
      required hereunder.
    

    
      (j)       Certificate as to
      Adjustments.  Upon the occurrence of each adjustment or readjustment
      of the Conversion Prices pursuant to this Section 6, the Company at its
      expense shall promptly compute such adjustment or readjustment in
      accordance with the terms hereof and  shall file a certificate setting
      forth such adjustment or readjustment and showing in detail the facts
      upon which such adjustment or readjustment is based with its corporate
      records.  The Company shall, upon the reasonable written request of any
      holder of Series E Preferred Stock, furnish or cause to be furnished to
      such holder a similar certificate setting forth (i) such adjustments and
      readjustments, (ii) the Conversion Price(s) then in effect, and (iii)
      the number of shares of Common Stock and the amount, if any, of other
      property which then would be received upon the conversion of Series E
      Preferred Stock. Despite such adjustment or readjustment, the form of
      each or all Series E Preferred Stock certificates, if the same shall
      reflect the initial or any subsequent Conversion Price, need not be
      changed in order for the adjustments or readjustments to be valid in
      accordance with the provisions of this Certificate, which shall control.
    

    
      

      

      


    

    
    	
           
        	
          A - 10
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (k)       Notice of Record Date.  In
      the event
    

    
      (i)       that the Company declares a dividend (or any other
      distribution) on its Common Stock payable in Common Stock or other
      securities of the Company;
    

    
      (ii)      that the Company subdivides or combines its outstanding shares
      of Common Stock;
    

    
      (iii)     of any reclassification of the Common Stock of the Company
      (other than a subdivision or combination of its outstanding shares of
      Common Stock or a stock dividend or stock distribution thereon); or
    

    
      (iv)      of the involuntary or voluntary dissolution, liquidation or
      winding up of the Company;
    

    
      then the Company shall cause to be filed at its principal office and
      shall cause to be mailed to the holders of the Series E Preferred Stock
      at their last addresses as shown on the records of the Company, or such
      transfer agent, at least 10 days prior to the record date specified in
      (A) below or 20 days before the date specified in (B) below, a notice
      stating
    

    
      (A)       the record date of such dividend, distribution, subdivision or
      combination, or, if a record is not to be taken, the date as of which
      the holders of Common Stock of record to be entitled to such dividend,
      distribution, subdivision or combination are to be determined, or
    

    
      (B)       the date on which such reclassification, dissolution,
      liquidation or winding up is expected to become effective, and the date
      as of which it is expected that holders of Common Stock of record shall
      be entitled to exchange their shares of Common Stock for securities or
      other property deliverable upon such reclassification, dissolution or
      winding up.
    

    
                (l)       Limitation
      on Conversion Rights.  Notwithstanding anything stated herein to the
      contrary, unless and until the issuance of the Series E Preferred Stock
      is approved or ratified by the stockholders of the Company in accordance
      with the rules of the Nasdaq Stock Market (the "Stockholder
      Approval"), the Series E Preferred Stock cannot be converted
      into a total number of shares of Common Stock equal to or greater than
      five percent (5%) of the number of shares of Common Stock outstanding
      immediately prior to the issuance of the Series E Preferred Stock (the "Conversion
      Cap").  The Conversion Rights are expressly limited by and
      subject to the Conversion Cap for all purposes, unless and until the
      Stockholder Approval is obtained.  The Conversion Cap shall be applied
      pro rata to the Conversion Rights of each outstanding share of Series E
      Preferred Stock, reducing the number of shares of Common Stock into
      which each share of Series E Preferred Stock is convertible equally.  In
      no event shall the number of shares of Common Stock into which the
      Series E Preferred Stock is convertible exceed the Conversion Cap prior
      to the Stockholder Approval.  Upon Stockholder Approval, the Conversion
      Cap shall terminate for all purposes and this Certificate shall be
      deemed amended to delete all references to the Conversion Cap and the
      conversion limitation set forth in this Section 6(l).  The Company may,
      but shall not be required to, file an amendment to its Certificate of
      Incorporation to reflect the Stockholder Approval.
    

    
      

      

      


    

    
    	
           
        	
          A - 11
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECTION 7.   REDEMPTION.
    

    
      (a)       Upon and at any time subsequent to the third anniversary of
      the Original Issue Date (as defined in Section 6(d)(i) above), the
      Company at its option may redeem, out of its available cash or cash
      equivalents, any amount of the then outstanding and not previously
      converted (pursuant to Section 6) Series E Preferred Stock issued on the
      Original Issue Date, at a price per share equal to the Original Series E
      Issue Price, plus any declared, but unpaid dividends thereon upon notice
      provided in accordance with Section 7(b). Shares subject to redemption
      pursuant to this Section shall be redeemed from each holder of Series E
      Preferred Stock on a pro rata basis.
    

    
      (b)       At least thirty (30) days prior to the dates that the Company
      elects to redeem shares of the Series E Preferred Stock pursuant to
      Section 7(a) (each a "Redemption Date," together the "Redemption
      Dates"), the Company shall send a notice (the "Redemption
      Notice") to all holders of the outstanding Series E Preferred
      Stock of such redemption to be effected, specifying the number of shares
      to be redeemed from such holder, the Redemption Date, the price per
      share to be paid (the "Redemption Price") and the
      place at which payment may be obtained.
    

    
      (c)       On or prior to the Redemption Date, the Company shall deposit
      the Redemption Price of all shares to be redeemed as of such date with a
      bank or trust company having aggregate capital and surplus in excess of
      $50,000,000, as a trust fund, with irrevocable instructions and
      authority to the bank or trust company to pay, upon receipt of notice
      from the Company that such holder has surrendered the Series E Preferred
      Stock share certificates in accordance with Section 7(d), the Redemption
      Price of the shares to their respective holders.  Any moneys deposited
      by the Company pursuant to this Section 7 for the redemption of shares
      thereafter converted into shares of Common Stock pursuant to Section 6
      hereof no later than the fifth (5th) day preceding the Redemption Date
      shall be returned to the Company forthwith upon such conversion. The
      balance of any funds deposited by the Company pursuant to this Section 7
      remaining unclaimed at the expiration of one (1) year following such
      Redemption Date shall be returned to the Company promptly upon its
      written request.
    

    
      (d)       On such Redemption Date, each holder of shares of Series E
      Preferred Stock to be redeemed shall surrender such holder's
      certificates representing such shares to the Company in the manner and
      at the place designated in the Redemption Notice, and thereupon the
      Redemption Price of such shares shall be payable to the order of the
      person whose name appears on such certificate or certificates as the
      owner thereof and each surrendered certificate shall be canceled. In the
      event less than all the shares represented by such certificates are
      redeemed, a new certificate shall be issued representing the unredeemed
      shares. From and after such Redemption Date, all rights of the holder of
      such redeemed shares as a holder of Series E Preferred Stock (except the
      right to receive the Redemption Price without interest upon surrender of
      their certificates) shall cease and terminate with respect to such
      shares.
    

    
      

      

      


    

    
    	
           
        	
          A - 12
        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (e)       In the event of a call for redemption of any shares of Series
      E Preferred Stock, the Conversion Rights (as defined in Section 6) for
      such Series E Preferred Stock shall terminate as to the shares
      designated for redemption at the close of business on the fifth (5th)
      day preceding the Redemption Date, unless default is made in payment of
      the Redemption Price.
    

    
      IN WITNESS WHEREOF, the Company has caused this Certificate to be
      executed this ____ day of December, 2008.
    

    
    	
           
        	
          
            AMEN PROPERTIES, INC.
          

        
	

        	
           
        
	

        	
           
        
	

        	
          By:
        	
           
        	
          [EXHIBIT ONLY – DO NOT SIGN]
        
	

        	

        	
           
        	
          Jon M. Morgan
        
	

        	

        	

        	
          President
        


    

    
      

      

      


    

    
    	
           
        	
          
            A - 13
          

        	
          Exhibit "A"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Exhibit "B"
to
Securities
      Purchase Agreement
dated as of December 22, 2008
by
      and among
Amen Properties, Inc.
and the Sellers
      named therein
    

    
      FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST
    

    

    

    
                                                                                                
      ("Assignor"), with offices at                                                                                          ,
      for the payment of Ten and No/100 Dollars ($10.00) and other valuable
      consideration, the receipt and sufficiency of which are hereby
      acknowledged and subject to the terms and conditions hereof, hereby
      grants, sells, assigns, transfers, conveys and delivers to Amen
      Properties, Inc. ("Assignee"), with offices at
      303 W. Wall, Suite 2300, Midland, Texas 79701, all of Assignor’s right,
      title and interest in and to Assignor's membership interests in SFF
      Production, LLC, a Delaware limited liability company, owned of record
      or beneficially by Assignor, free and clear of all Encumbrances.
    

    
                Assignor will, at any time and from time to time after the
      date hereof, upon Assignee’s request and for no further consideration,
      execute, acknowledge, and deliver or cause to be executed and delivered,
      all further documents or instruments necessary to effect the transaction
      embodied in this Assignment of Membership Interest.  This Assignment of
      Membership Interest is executed pursuant and subject to that certain
      Securities Purchase Agreement dated December 22, 2008 by and between
      Assignor and Assignee (the "Agreement").  Capitalized
      terms used but not defined herein shall have the meanings assigned
      thereto in the Agreement.
    

    
                The representations and warranties set forth in the Agreement
      are hereby incorporated herein by reference.
    

    
                This Assignment of Membership Interest is made with full
      substitution and subrogation of Assignee, its successors and assigns, to
      the rights of Assignor under, in and to all warranties made by others
      with respect to the rights, titles and interests being conveyed
      hereunder.
    

    
                To have and to hold the same unto Assignee and its successors
      and assigns forever.
    

    
      

      

      


    

    
    	
           
        	
          
            B - 1
          

        	
          Exhibit "B"
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      EXECUTED as of December ___, 2008, but effective for all purposes as of
      11:59 p.m., Central Time, on December 31, 2008.
    

    
      

      


    

    
    	
           
        	
          
            ASSIGNOR:
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          [EXHIBIT ONLY – DO NOT SIGN]
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            ASSIGNEE:
          

        
	

        	

        	
           
        
	

        	
          AMEN PROPERTIES, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          [EXHIBIT ONLY – DO NOT SIGN]
        
	

        	
          Name:
        	
           
        
	

        	
          Title:
        	
           
        


    

    
      

      

      


    

    
    	
           
        	
          B - 2
        	
          Exhibit "B"