EXHIBIT 10.6


                           INTEREST PURCHASE AGREEMENT

                                 BY AND BETWEEN

                           TOUCHSTONE LOUISIANA, INC.

                                       AND

                       ENDEAVOUR INTERNATIONAL CORPORATION

                                 APRIL 30, 2004


<PAGE>

                           INTEREST PURCHASE AGREEMENT

      THIS INTEREST  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into this 30th day of April, 2004, by and between TOUCHSTONE  LOUISIANA,  INC. a
Delaware  corporation  ("Touchstone  Louisiana"),  and  ENDEAVOUR  INTERNATIONAL
CORPORATION, a Nevada corporation ("Endeavour").

                                    RECITALS

      WHEREAS,  the Board of Directors and shareholders of Touchstone  Louisiana
have  approved,  and  deem it  advisable  and in the  best  interests  of  their
respective   companies  and   stockholders,   to  consummate  the   transactions
contemplated  hereby upon the terms and subject to the  conditions  set forth in
this Agreement; and

      WHEREAS,  Touchstone  Louisiana  wishes to purchase  from  Endeavour,  and
Endeavour wishes to sell to Touchstone Louisiana,  a certain limited partnership
interest  owned by  Endeavour  in  exchange  for cash  consideration  and a note
payable (the transactions  contemplated hereby  collectively  referred to herein
as, the "Transactions").

      NOW,   THEREFORE,   in  consideration   of  the  foregoing   premises  and
representations,  warranties, covenants and agreements contained herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  and  intending to be legally  bound  hereby,  the parties
hereto hereby agree as follows:

                                    ARTICLE I

                                PURCHASE AND SALE

      1.1 THE PURCHASE AND SALE.

            (a) The  Purchase  and  Sale.  Upon the  terms  and  subject  to the
conditions set forth in this Agreement, Touchstone Louisiana shall purchase, and
Endeavour shall sell,  Endeavour's 24.9975% Class A limited partnership interest
(the "Interest") in Louisiana Shelf Partners, L.P. (the "Partnership").

            (b) Purchase Price. In consideration for the sale of the Interest by
Endeavour to  Touchstone  Louisiana and for other  covenants  and  agreements of
Endeavour contained herein, Touchstone Louisiana shall transfer to Endeavour two
million,  two hundred fifty thousand dollars ($2,250,000) (the "Purchase Price")
payable as follows:

                  (i) Two hundred fifty thousand  dollars  ($250,000) (the "Cash
Consideration") as of the date hereof,  which amount will be applied against the
Purchase Price on the Closing Date (as defined below); and

                  (ii) The issuance by  Touchstone  Louisiana of a note dated as
of the  Closing  Date  substantially  in the form  attached  hereto  as  Exhibit
1.1(b)(ii)  (the  "Note")  payable to  Endeavour  in the  amount of two  million
dollars ($2,000,000).

<PAGE>

                                   ARTICLE II

                                   THE CLOSING

      2.1 CLOSING DATE.

            The closing of the Transactions  (the "Closing") shall take place as
of the date hereof (the  "Closing  Date") at the offices of Endeavour or at such
other place as may be mutually agreed upon in writing by the parties hereto.

      2.2 CLOSING DELIVERIES.

            (a) At the Closing,  Touchstone  Louisiana shall deliver or cause to
be delivered to Endeavour the following documents:

                  (i) The Cash  Consideration  of  immediately  available  funds
payable by wire  transfer to an account  designated  by Endeavour to  Touchstone
Louisiana;

                  (ii) The Note;

                  (iii)  An  incumbency  certificate  signed  by  the  executive
officer of Touchstone Louisiana dated at or about the Closing Date;

                  (iv) A  certificate  of good  standing  from the  Secretary of
State of the State of  Delaware,  dated at or about  the  Closing  Date,  to the
effect that  Touchstone  Louisiana  is in good  standing  under the laws of said
state;

                  (v)  Articles  of   Incorporation   of  Touchstone   Louisiana
certified  by the  Secretary  of State of the State of  Delaware at or about the
Closing Date and the Bylaws of Touchstone  Louisiana  certified by the Secretary
of Touchstone Louisiana at or about the Closing Date;

                  (vi) Director resolutions of Touchstone Louisiana, dated at or
about the Closing Date, authorizing the Transactions, certified by the Secretary
of Touchstone Louisiana;

                  (vii) Shareholder  resolutions of Touchstone Louisiana,  dated
at or about the Closing Date,  authorizing  the  Transactions,  certified by the
Secretary of Touchstone Louisiana;

                  (viii) An  Adoption  Agreement  dated as of the  Closing  Date
signed by Touchstone  Louisiana whereby Touchstone  Louisiana agrees to be bound
by  the  terms  and  provisions  of the  Limited  Partnership  Agreement  of the
Partnership dated December 31, 2002 (the "Partnership Agreement") as required by
Section 8.2(b) of the Partnership Agreement;

                  (ix) A power of attorney signed by Touchstone Louisiana in the
form set forth in Section 12.16 of the Partnership  Agreement whereby Touchstone
Louisiana  agrees to the  appointment of the General  Partner (as defined in the
Partnership Agreement) as its attorney-in-fact as described therein; and

                                       2
<PAGE>

                  (x) Such other documents, instruments and consents required to
consummate the Transactions and to comply with the terms hereof.

            (b) At the Closing, Endeavour shall deliver or cause to be delivered
to Touchstone Louisiana the following documents:

                  (i) All agreements evidencing the Interest;

                  (ii) An  incumbency  certificate  signed  by an  Secretary  of
Endeavour dated at or about the Closing Date;

                  (iii) A  certificate  of good  standing  from the Secretary of
State of the State of Nevada,  dated at or about the Closing Date, to the effect
that Endeavour is in good standing under the laws of said state;

                  (iv)  An  Adoption  Agreement  executed  by LS Gas,  LLC,  the
general partner of the  Partnership,  whereby such general  partner  consents to
Touchstone Louisiana becoming a "substituted Limited Partner" within the meaning
of Section 8.2(a) of the Partnership Agreement;

                  (v) A written instrument of assignment  executed by Endeavoour
evidencing its assignment of the Interest to Touchstone Louisiana; and

                  (vi) Such other documents,  instruments and consents  required
to consummate the Transactions and to comply with the terms hereof.

            (c) Each of the  parties  to this  Agreement  shall  have  otherwise
executed  whatever  documents  and  agreements,  provided  whatever  consents or
approvals and shall have taken all such other actions as are required under this
Agreement.

                                   ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF TOUCHSTONE LSP

            Touchstone Louisiana hereby makes the following  representations and
warranties to Endeavour.

      3.1 ORGANIZATION AND QUALIFICATION.

            Touchstone Louisiana is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, with full power
and  authority to own and operate its business as  presently  conducted,  except
where the failure to be or have any of the  foregoing  would not have a Material
Adverse Effect. Touchstone Louisiana is duly qualified as a foreign entity to do
business and is in good standing in each jurisdiction where the character of its
properties  owned or held under lease or the nature of its activities makes such
qualification necessary,  except for such failures to be so qualified or in good
standing as would not, individually or in the aggregate, have a Material Adverse

                                       3
<PAGE>

Effect.  Touchstone  Louisiana has no subsidiaries.  True,  correct and complete
copies of the Certificate of Incorporation  and Bylaws of Touchstone  Louisiana,
as amended to date, are attached hereto as Exhibit 3.1.

      3.2 AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT.

            Touchstone  Louisiana  has the  requisite  power  and  authority  to
execute,  deliver  and  perform  its  obligations  under this  Agreement  and to
consummate  the  Transactions.  The execution and delivery of this  Agreement by
Touchstone  Louisiana  and  the  performance  by  Touchstone  Louisiana  of  its
obligations  hereunder and the consummation of the  Transactions  have been duly
authorized by its Board of Directors and all other necessary corporate action on
the  part  of  Touchstone  Louisiana  has  been  taken,  and  no  other  company
proceedings on the part of Touchstone  Louisiana are necessary to authorize this
Agreement  and the  Transactions.  This  Agreement  has been  duly  and  validly
executed and delivered by Touchstone  Louisiana  and,  assuming that it has been
duly authorized, executed and delivered by the other parties hereto, constitutes
a legal,  valid and binding  obligation  of  Touchstone  Louisiana,  enforceable
against it in accordance  with its terms,  subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws relating to or affecting  creditors'  rights  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.

      3.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

            Neither the execution  and delivery of this  Agreement by Touchstone
Louisiana  nor  the  performance  by  Touchstone  Louisiana  of its  obligations
hereunder,  nor the  consummation of the  Transactions,  will: (i) conflict with
Touchstone  Louisiana's  Articles of Incorporation and Bylaws;  (ii) violate any
statute,  law, ordinance,  rule or regulation applicable to Touchstone Louisiana
or any of the  properties or assets of Touchstone  Louisiana;  or (iii) violate,
breach,  be in conflict  with or  constitute  a default (or an event that,  with
notice or lapse of time or both,  would  constitute a default)  under, or permit
the  termination  of any  provision  of, or result in the  termination  of,  the
acceleration  of the maturity of, or the  acceleration of the performance of any
obligation  of  Touchstone  Louisiana  under,  or  result  in  the  creation  or
imposition  of any Liens upon any  properties,  assets or business of Touchstone
Louisiana under, any material contract or any order, judgment or decree to which
Touchstone  Louisiana is a party or by which Touchstone  Louisiana or any of its
assets or properties is bound or encumbered  except, in the case of clauses (ii)
and  (iii),  for  such  violations,   breaches,  conflicts,  defaults  or  other
occurrences which,  individually or in the aggregate,  would not have a Material
Adverse  Effect or would not prevent the  consummation  of this Agreement or the
Transactions.

      3.4 INVESTMENT INTENT.

            The Interest being acquired in connection  with the  Transactions is
being acquired for Touchstone  Louisiana's  own account for investment  purposes
only and not with a view to, or with any present  intention of,  distributing or
reselling any of such Interest.  Touchstone  Louisiana  acknowledges  and agrees
that the Interest has not been registered  under the Securities Act or under any
state securities laws, and that the Interest may not be, directly or indirectly,
sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed

                                       4
<PAGE>

of without registration under the Securities Act and applicable state securities
laws,  except  pursuant  to  an  available  exemption  from  such  registration.
Touchstone  Louisiana also  acknowledges and agrees that neither the SEC nor any
securities  commission  or other  Governmental  Authority  has (a)  approved the
transfer of the  Interest or passed upon or endorsed  the merits of the transfer
of the  Interest,  this  Agreement or the  Transactions;  or (b)  confirmed  the
accuracy of, determined the adequacy of, or reviewed this Agreement.  Touchstone
Louisiana has such knowledge,  sophistication  and experience in financial,  tax
and business  matters in general,  and  investments in securities in particular,
that it is capable of evaluating the merits and risks of this  investment in the
Interest,  and Touchstone  Louisiana has made such  investigations in connection
herewith  as  it  deemed  necessary  or  desirable  so as to  make  an  informed
investment  decision  without  relying  upon  Endeavour  for legal or tax advice
related to this investment. Touchstone Louisiana and each of its stockholders is
an  "accredited  investor"  within  the  meaning  of  Section  2(a)(15)  of  the
Securities Act.

      3.5 BROKERS AND FINDERS FEES.

            Neither  Touchstone  Louisiana nor any of its  officers,  directors,
employees  or  managers  has  employed  any  broker or finder  or  incurred  any
liability  for any  investment  banking fees,  brokerage  fees,  commissions  or
finders fees in connection with the Transactions for which Touchstone  Louisiana
has or could have any liability.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF ENDEAVOUR

      Endeavour  hereby makes the following  representations  and  warranties to
Touchstone Louisiana:

      4.1 ORGANIZATION AND QUALIFICATION.

            Endeavour is duly organized,  validly  existing and in good standing
under the laws of its jurisdiction of its organization, with the corporate power
and  authority to own and operate its business as  presently  conducted,  except
where the failure to be or have any of the  foregoing  would not have a Material
Adverse  Effect.  Endeavour is duly qualified as a foreign  corporation or other
entity to do business  and is in good  standing in each  jurisdiction  where the
character  of its  properties  owned or held  under  lease or the  nature of its
activities makes such qualification necessary, except for such failures to be so
qualified or in good standing as would not have a Material Adverse Effect.

      4.2 AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT.

            Endeavour  has  the  requisite  corporate  power  and  authority  to
execute,  deliver  and  perform  its  obligations  under this  Agreement  and to
consummate  the  Transactions.  The execution and delivery of this  Agreement by
Endeavour and the performance by Endeavour of its obligations  hereunder and the
consummation  of the  Transactions  have been duly  authorized  by all necessary
corporate  action on the part of Endeavour and no other corporate  action on the
part of Endeavour is necessary to authorize this Agreement and the Transactions.
This  Agreement  has been duly and validly  executed and  delivered by Endeavour

                                       5
<PAGE>

and,  assuming that it has been duly  authorized,  executed and delivered by the
other  parties  hereto,  constitutes  a legal,  valid and binding  obligation of
Endeavour,  in accordance with its terms,  subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws relating to or affecting  creditors'  rights  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.

      4.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

            Neither the execution and delivery of the Agreement by Endeavour nor
the performance by Endeavour of its obligations hereunder,  nor the consummation
of the  Transactions,  will,  assuming  receipt of the  consent  of the  general
partner  of  the  Partnership  and  the  delivery  of  the  adoption  agreement,
assignment  of  partnership  interest and power of attorney set forth in Section
2.2: (i) conflict with Endeavour's  Articles of  Incorporation  or Bylaws;  (ii)
violate any statute, law, ordinance, rule or regulation, applicable to Endeavour
or any of the properties or assets of Endeavour; or (iii) violate, breach, be in
conflict with or constitute a default (or an event that, with notice or lapse of
time or both,  would  constitute a default)  under, or permit the termination of
any  provision  of, or result in the  termination  of, the  acceleration  of the
maturity  of,  or the  acceleration  of the  performance  of any  obligation  of
Endeavour,  or  result  in the  creation  or  imposition  of any  Lien  upon any
properties,  assets or business of Endeavour under, any material contract or any
order, judgment or decree to which Endeavour is a party or by which it or any of
its assets or properties is bound or encumbered  except,  in the case of clauses
(ii) and (iii),  for such  violations,  breaches,  conflicts,  defaults or other
occurrences which,  individually or in the aggregate,  would not have a material
adverse effect on its obligation to perform its covenants under this Agreement.

      4.4 TITLE TO INTEREST.

            Endeavour has good and  marketable  title to the Interest and is the
sole record and beneficial  owner of the Interest,  free and clear of any Liens.
With the exception of this Agreement and the Partnership Agreement, there are no
outstanding options, warrants, agreements,  conversion rights, preemptive rights
or other rights to purchase or otherwise acquire the Interest, nor are there any
obligations of any Person to purchase, redeem or otherwise acquire the Interest.
There  are no voting  trusts  or other  agreements  or  understandings  to which
Endeavour  is a party with respect to the voting of the  Interest,  nor is there
any  indebtedness of Endeavour  issued and  outstanding  that has general voting
rights with respect to the Interest.

      4.5 BROKERS AND FINDERS.

            Neither Endeavour nor any of its officers,  directors,  employees or
managers has employed  any broker or finder or incurred  any  liability  for any
investment  banking  fees,  brokerage  fees,  commissions  or  finders'  fees in
connection  with the  Transactions  for which  Endeavour  has or could  have any
liability.

                                       6
<PAGE>

                                    ARTICLE V

                                CERTAIN COVENANTS

      5.1 ACCESS TO INFORMATION.

            At all  times  prior to the  Closing  and in each  case  subject  to
Section 5.2 below,  each party hereto shall  provide to the other party (and the
other  party's  authorized  representatives)  reasonable  access  during  normal
business  hours and upon  reasonable  prior notice to the premises,  properties,
books, records, assets, liabilities, operations, contracts, personnel, financial
information  and  other  data  and  information  of or  relating  to such  party
(including  without   limitation  all  written   proprietary  and  trade  secret
information and documents,  and other written information and documents relating
to intellectual property rights and matters),  and will cooperate with the other
party in conducting its due diligence investigation of such party, provided that
the  party  granted  such  access  shall  not  interfere  unreasonably  with the
operation of the business  conducted by the party granting access,  and provided
that no such access need be granted to privileged  information or any agreements
or documents subject to confidentiality agreements.

      5.2 CONFIDENTIALITY; NO SOLICITATION.

            (a)  Confidentiality.  Each party  shall  hold,  and shall cause its
respective Affiliates and representatives to hold, all Confidential  Information
made available to it in connection with the transactions contemplated under this
Agreement in strict  confidence,  shall not use such information  except for the
sole  purpose  of  evaluating  the  Transactions  and shall not  disseminate  or
disclose  any  of  such  information  other  than  to its  directors,  officers,
managers,  employees,  shareholders,  interest holders,  Affiliates,  agents and
representatives,  as applicable,  who need to know such information for the sole
purpose of evaluating the Transactions. If this Agreement is terminated pursuant
to the provisions of Article VIII,  each party shall  immediately  return to the
other  party  all such  information,  all  copies  thereof  and all  information
prepared by the receiving  party based upon the same.  The above  limitations on
use,  dissemination  and disclosure shall not apply to Confidential  Information
that (i) is  learned by the  disclosing  party from a third  party  entitled  to
disclose it; (ii) becomes known publicly other than through the disclosing party
or any third party who received  the same from the  disclosing  party,  provided
that the disclosing party had no Knowledge that the disclosing party was subject
to an obligation of confidentiality;  (iii) is required by law or court order to
be disclosed by the parties; or (iv) is disclosed with the express prior written
consent  thereto of the other party.  The parties shall  undertake all necessary
steps to ensure that the secrecy and confidentiality of such information will be
maintained  in  accordance   with  the  provisions  of  this   subsection   (a).
Notwithstanding  anything contained herein to the contrary, in the event a party
is  required  by court  order  or  subpoena  to  disclose  information  which is
otherwise   deemed  to  be  confidential  or  subject  to  the   confidentiality
obligations hereunder, prior to such disclosure, the disclosing party shall: (i)
promptly notify the  non-disclosing  party and, if having received a court order
or  subpoena,  deliver  a copy of the  same to the  non-disclosing  party;  (ii)
cooperate with the  non-disclosing  party, at the expense of the  non-disclosing
party,  in  obtaining  a  protective  or  similar  order  with  respect  to such
information; and (iii) provide only that amount of information as the disclosing
party is advised by its counsel is necessary to strictly  comply with such court
order or subpoena.

                                       7
<PAGE>

            (b) No  Solicitation.  Except  as  otherwise  contemplated  in  this
Agreement, Endeavour shall not, directly or indirectly, solicit any inquiries or
proposals for, or enter into or continue or resume any discussions  with respect
to or enter into any negotiations or agreements relating to the sale or exchange
of the Interest.  Endeavour shall promptly notify Endeavour if any such proposal
or offer,  or any  inquiry or contact  with any  Person or entity  with  respect
thereto, is made.

      5.3 BEST EFFORTS; CONSENTS.

            Subject  to the  terms  and  conditions  herein  provided,  each  of
Endeavour and Touchstone  Louisiana agrees to use all reasonable best efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or  advisable  to  consummate  and make  effective as
promptly as practicable the transactions  contemplated  under this Agreement and
to cooperate with the others in connection  with the foregoing,  including using
its  reasonable  efforts to (i) obtain all waivers,  consents and approvals from
other  parties  to  loan  agreements,  leases,  mortgages  and  other  contracts
necessary for the consummation of such transactions, (ii) make all filings with,
and obtain all consents,  approvals and  authorizations  that are required to be
obtained from, Governmental  Authorities,  (iii) lift or rescind any injunction,
restraining order,  decree or other order adversely affecting the ability of the
parties  hereto to  consummate  such  transactions,  (iv)  effect all  necessary
registrations   and  filings  and   submissions  of  information   requested  by
Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each
of  Endeavour  and  Touchstone  Louisiana  shall use all  reasonable  efforts to
prevent  the entry,  enactment  or  promulgation  of any  threatened  or pending
preliminary or permanent injunction or other order, decree or ruling or statute,
rule,  regulation or executive order that would adversely  affect the ability of
the parties hereto to consummate such transactions.

      5.4 FURTHER ASSURANCES.

            Subject to Section 5.3, each of the parties hereto agrees to use its
reasonable best efforts before and after the Closing Date to take or cause to be
taken all action,  to do or cause to be done,  and to assist and cooperate  with
the other party hereto in doing, all things necessary, proper or advisable under
applicable laws to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated under this Agreement,  including, but
not  limited  to  (i)  the  satisfaction  of  the  conditions  precedent  to the
obligations of any of the parties hereto; (ii) to the extent consistent with the
obligations  of the  parties  set forth in Section  5.3,  the  defending  of any
lawsuits  or  other  legal  proceedings,  whether  judicial  or  administrative,
challenging this Agreement or the performance of the obligations hereunder;  and
(iii) the  execution  and delivery of such  instruments,  and the taking of such
other  actions,  as the other party  hereto may  reasonably  require in order to
carry out the intent of this Agreement.

      5.5 PUBLIC ANNOUNCEMENTS.

            Endeavour  and  Touchstone  Louisiana  shall consult with each other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement or the transactions  contemplated hereunder, and shall
not issue any other press  release or make any other  public  statement  without
prior  consent of the other  parties,  except as may be required by law or, with

                                       8
<PAGE>

respect to  Endeavour,  by  obligations  pursuant to rule or  regulation  of the
Exchange Act, the Securities Act, any rule or regulation  promulgated thereunder
or any rule or regulation of the National Association of Securities Dealers.


      5.6 NOTIFICATION OF CERTAIN MATTERS.

            Each party hereto shall  promptly  notify the other party in writing
of any  events,  facts or  occurrences  that  would  result in any breach of any
representation  or warranty or breach of any covenant by such party contained in
this Agreement.


      5.7 PROHIBITION ON TRADING IN SECURITIES.

            Touchstone  Louisiana  acknowledges that information  concerning the
matters that are the subject matter of this  Agreement may  constitute  material
non-public  information  under United States federal  securities  laws, and that
United  States  federal  securities  laws  prohibit  any Person who has received
material non-public information relating to Endeavour from purchasing or selling
securities of Endeavour,  or from  communicating  such information to any Person
under  circumstances  in which it is reasonably  foreseeable that such Person is
likely to purchase or sell securities of Endeavour. Accordingly, until such time
as any such  non-public  information  has been  adequately  disseminated  to the
public,  Touchstone  Louisiana  shall not  purchase  or sell any  securities  of
Endeavour, or communicate such information to any other Person.

      5.8 PROHIBITION ON TRANSFER OF THE NOTE.

            So long as the Note is validly  issued and  outstanding,  Touchstone
Louisiana shall not sell, transfer, convey or hypothecate,  in whole or in part,
the Interest without the express prior written consent of Endeavour.


                                   ARTICLE VI

                 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS

      6.1  MUTUAL   CONDITIONS  TO   OBLIGATIONS  OF  ENDEAVOUR  AND  TOUCHSTONE
LOUISIANA.

            The obligations of Endeavour and Touchstone  Louisiana to consummate
the Transactions shall be subject to the fulfillment,  or written waiver by each
of Endeavour and Touchstone  Louisiana,  at or prior to the Closing,  of each of
the following conditions:

            (a) No  domestic  or  foreign  governmental  or  regulatory  agency,
authority,  bureau,  commission,   department,   official  or  similar  body  or
instrumentality thereof, or any governmental court, arbitral tribunal located or
having   jurisdiction   in  the  United  States  shall  have  enacted,   issued,
promulgated,   enforced  or  entered  any  statute,  rule,  regulation,  decree,
judgment, injunction or other order, whether temporary, preliminary or permanent
which is then in effect  and has the  effect of making  the  Closing  illegal or
otherwise prohibiting  consummation of the Closing;  provided,  that the parties
use  reasonable  commercial  efforts  to  challenge  any  decree,   judgment  or
injunction or other order that is not final and non-applicable; and

                                       9
<PAGE>

            (b) There  shall not be pending,  instituted  or  threatened  by any
Person or Governmental  Authority any suit, action,  investigation or proceeding
seeking to (i) alter,  prevent,  materially  delay,  restrain  or  prohibit  the
consummation  of the  Transactions,  (ii) obtain from Endeavour any damages that
would have, or could  reasonably be expected to have, a Material  Adverse Effect
on  Endeavour,  or (iii) seeking to prohibit or limit the ownership or operation
by Endeavour of its  businesses  or assets in a manner that would have, or could
reasonably be expected to have, a Material Adverse Effect on Endeavour.

      6.2 CONDITIONS TO OBLIGATIONS OF TOUCHSTONE LOUISIANA.

            The   obligations   of  Touchstone   Louisiana  to  consummate   the
Transactions  shall  be  subject  to  the  fulfillment,  or  written  waiver  by
Touchstone  Louisiana,  at or prior  to the  Closing,  of each of the  following
conditions:

            (a) The  representations and warranties of Endeavour set out in this
Agreement  shall be true and correct in all  material  respects at and as of the
time of the Closing as though such  representations  and warranties were made at
and as of such time;

            (b)  Endeavour  shall have  performed  and  complied in all material
respects with all covenants, conditions,  obligations and agreements required by
this  Agreement to be performed or complied with by Endeavour on or prior to the
Closing Date;

            (c) There shall be  delivered to  Touchstone  Louisiana an officer's
certificate  of Endeavour to the effect that the conditions set forth in Section
6.2(a) and (b) have been satisfied; and

            (d)  Endeavour  shall  have  made  all the  deliveries  required  of
Endeavour under Section 2.2(a).

      6.3 CONDITIONS TO OBLIGATIONS OF ENDEAVOUR.

            The obligations of Endeavour to consummate the Transactions shall be
subject to the fulfillment,  or written waiver by Endeavour,  at or prior to the
Closing of each of the following conditions:

            (a) The representations  and warranties of Touchstone  Louisiana set
out in this Agreement shall be true and correct in all material  respects at and
as of the time of the Closing as though such representations and warranties were
made at and as of such time;

            (b)  Touchstone  Louisiana  shall have performed and complied in all
material  respects with all covenants,  conditions,  obligations  and agreements
required  by this  Agreement  to be  performed  or complied  with by  Touchstone
Louisiana on or prior to the Closing Date;

            (c) There  shall be  delivered  to  Endeavour a  certificate  of the
Manager of Touchstone  Louisiana to the effect that the  conditions set forth in
Section 6.3(a) and (b) hereof have been satisfied; and

                                       10
<PAGE>

            (d) Touchstone Louisiana shall have made all the deliveries required
of Touchstone Louisiana under Section 2.2(b).


                                   ARTICLE VII

                                 INDEMNIFICATION

      7.1 INDEMNIFICATION BY THE PARTIES.

            From and after the Closing Date, Endeavour or Touchstone  Louisiana,
as the  case  may be (the  "Indemnitor"),  shall  indemnify  and  hold  harmless
Touchstone  Louisiana or Endeavour,  as the case may be (the "Indemnitee"),  and
its respective  officers and directors (the Indemnitee and each such officer and
director an "Indemnified Party"), from and against any and all demands,  claims,
actions  or causes  of  action,  judgments,  assessments,  losses,  liabilities,
damages or penalties and reasonable  attorneys'  fees and related  disbursements
(collectively,  "Claims")  suffered by such Indemnified  Party resulting from or
arising out of (i) any inaccuracy in or breach of any of the  representations or
warranties made by the Indemnitor  herein,  in any certificate,  or in any other
document  delivered  herewith or otherwise required hereby at the time they were
made, and, except for representations and warranties that speak as of a specific
date or time (which  need only be true and correct as of such date or time),  on
and as of the Closing Date, (ii) any breach or  nonfulfillment  of any covenants
or agreements made by the Indemnitor,  and (iii) any  misrepresentation  made by
the Indemnitor, in each case as made herein or in the Exhibits annexed hereto or
in any closing  certificate,  schedule or any  ancillary  certificates  or other
documents or  instruments  furnished  by the  Indemnitor  pursuant  hereto or in
connection with the Transactions.

      7.2 INDEMNIFICATION PROCEDURES FOR THIRD-PARTY CLAIMS.

            (a) Upon obtaining Knowledge of any Claim by a third party which has
given  rise to, or is  expected  to give  rise to, a claim  for  indemnification
hereunder,  the Indemnitee shall give written notice ("Notice of Claim") of such
claim  or  demand  to the  Indemnitor,  specifying  in  reasonable  detail  such
information   as  the   Indemnified   Party  may  have  with   respect  to  such
indemnification  claim  (including  copies of any  summons,  complaint  or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or asserting the same). Subject to
the limitations  set forth in Section 7.2(b) hereof,  no failure or delay by the
Indemnitee in the performance of the foregoing shall reduce or otherwise  affect
the  obligation of the  Indemnitor to indemnify and hold the  Indemnified  Party
harmless,  except to the extent that such  failure or delay shall have  actually
adversely affected Indemnitor's ability to defend against, settle or satisfy any
Claims for which the Indemnified Party entitled to indemnification hereunder.

      (b) If the claim or demand set forth in the  Notice of Claim  given by the
Indemnitee  pursuant to Section 7.2(a) hereof is a claim or demand asserted by a
third party, the Indemnitor shall have fifteen (15) days after the date on which
Notice of Claim is given to notify the  Indemnitee in writing of its election to
defend such third party claim or demand on behalf of the  Indemnified  Party. If
the Indemnitor elects to defend such third party claim or demand, the Indemnitee
shall make available to the Indemnitor  and its agents and  representatives  all
records and other materials that are reasonably  required in the defense of such

                                       11
<PAGE>

third party claim or demand and shall  otherwise  cooperate with, and assist the
Indemnitor  in the defense of, such third party claim or demand,  and so long as
the  Indemnitor  is  defending  such  third  party  claim  in  good  faith,  the
Indemnified  Party shall not pay, settle or compromise such third party claim or
demand. If the Indemnitor elects to defend such third party claim or demand, the
Indemnified  Party  shall have the right to  participate  in the defense of such
third party claim or demand,  at such  Indemnified  Party's own expense.  In the
event,   however,   that  such  Indemnified  Party  reasonably  determines  that
representation  by counsel to the  Indemnitor  of both the  Indemnitor  and such
Indemnified  Party  could  reasonably  be  expected  to present  counsel  with a
conflict of interest,  then the Indemnified Party may employ separate counsel to
represent or defend it in any such action or proceeding and the Indemnitor  will
pay the fees and expenses of such counsel.  If the Indemnitor  does not elect to
defend  such third  party  claim or demand or does not defend  such third  party
claim or demand in good faith,  the  Indemnified  Party shall have the right, in
addition to any other right or remedy it may have hereunder, at the Indemnitor's
expense, to defend such third party claim or demand; provided, however, that (i)
such  Indemnified  Party shall not have any  obligation  to  participate  in the
defense  of,  or  defend,  any such  third  party  claim or  demand;  (ii)  such
Indemnified  Party's defense of or its  participation in the defense of any such
third  party  claim or  demand  shall  not in any way  diminish  or  lessen  the
obligations of the Indemnitor under the agreements of indemnification  set forth
in this Article VII; and (iii) such  Indemnified  Party may not settle any claim
without the consent of the  Indemnitor,  which consent shall not be unreasonably
withheld or delayed.

            (c) The  Indemnitor  and the  Indemnitee  and the other  Indemnified
Party,  if any,  shall  cooperate  fully in all  aspects  of any  investigation,
defense, pre-trial activities, trial, compromise, settlement or discharge of any
claim in respect of which  indemnity  is sought  pursuant to this  Article  VII,
including,  but not limited  to, by  providing  the other party with  reasonable
access to employees and officers (including as witnesses) and other information.

            (d) Except for third party claims being defended in good faith,  the
Indemnitor shall satisfy its obligations  under this Article VII in respect of a
valid  claim  for  indemnification  hereunder  which  is  not  contested  by the
Indemnitor in good faith in cash within thirty (30) days after the date on which
Notice of Claim is given.

      7.3 INDEMNIFICATION PROCEDURES FOR NON-THIRD PARTY CLAIMS.

            In the event any  Indemnified  Party should have an  indemnification
claim against the Indemnitor  under this Agreement that does not involve a claim
by a third party,  the Indemnified  Party shall promptly  deliver notice of such
claim to the Indemnitor in writing and in reasonable  detail. The failure by any
Indemnified  Party to so notify the Indemnitor  shall not relieve the Indemnitor
from any liability  that it may have to such  Indemnified  Party,  except to the
extent that the Indemnitor has been actually  prejudiced by such failure. If the
Indemnitor  does not notify the  Indemnified  Party within fifteen (15) Business
Days  following  its receipt of such notice that the  Indemnitor  disputes  such
claim,  such  claim  specified  by  the  Indemnitor  in  such  notice  shall  be
conclusively deemed a liability of the Indemnitor under this Article VII and the
Indemnitor  shall pay the amount of such liability to the  Indemnified  Party on
demand,  or in the  case of any  notice  in which  the  amount  of the  claim is
estimated,  on such  later  date  when  the  amount  of such  claim  is  finally
determined.  If the Indemnitor disputes its liability with respect to such claim

                                       12
<PAGE>

in a timely manner,  the Indemnitor and the  Indemnified  Party shall proceed in
good faith to  negotiate a  resolution  of such  dispute  and,  if not  resolved
through negotiations, such dispute shall be submitted to arbitration pursuant to
Section 8.12.

      7.4 LIMITATIONS ON INDEMNIFICATION.

            No  claim  for  indemnification  under  this  Article  VII  shall be
asserted by, and no liability for such indemnify shall be enforced against,  the
Indemnitor  to  the  extent  the  Indemnified  Party  has  theretofore  received
indemnification  or otherwise been compensated for such Claim. In the event that
an  Indemnified  Party shall  later  collect any such  amounts  recovered  under
insurance  policies  with  respect  to any  Claim  for  which it has  previously
received  payments under this Article VII from the Indemnitor,  such Indemnified
Party  shall   promptly  repay  to  the   Indemnitor   such  amount   recovered.
Notwithstanding   the   provisions   of  this   Article   VII,   the  amount  of
indemnification  for which any  Indemnitor  shall be liable  hereunder  shall be
limited to the amount of the Cash  Consideration  and the principal and interest
due and payable under the Note.

      7.5 EXCLUSIVE REMEDY.

            The indemnification  provisions of this Article VII (i) shall be the
exclusive  remedy following the Closing with respect to breaches  thereof,  (ii)
shall apply  without  regard to, and shall not be subject to, any  limitation by
reason  of  set-off,  limitation  or  otherwise  and (iii)  are  intended  to be
comprehensive  and  not to be  limited  by any  requirements  of law  concerning
prominence  of language  or waiver of any legal right under any law  (including,
without  limitation,  rights under any workers  compensation  statute or similar
statute conferring immunity from suit). The obligations of the parties set forth
in this Article VII shall be conditioned upon the Closing having occurred.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.1 ENTIRE AGREEMENT.

            This  Agreement and the Schedules  and Exhibits  hereto  contain the
entire  agreement  between the parties and  supercede all prior  agreements  and
understandings,  both written and oral,  between the parties with respect to the
subject matter hereof.

      8.2 AMENDMENT AND MODIFICATIONS.

            This Agreement may not be amended,  modified or supplemented  except
by an  instrument  or  instruments  in writing  signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.

      8.3 EXTENSIONS AND WAIVERS.

            At any time prior to the Closing, the parties hereto entitled to the
benefits of a term or provision may (a) extend the time for the  performance  of
any of the  obligations  or other  acts of the  parties  hereto,  (b)  waive any

                                       13
<PAGE>

inaccuracies in the  representations  and warranties  contained herein or in any
document,  certificate  or  writing  delivered  pursuant  hereto,  or (c)  waive
compliance  with any  obligation,  covenant,  agreement or  condition  contained
herein.  Any  agreement  on the part of a party to any such  extension or waiver
shall be valid  only if set forth in an  instrument  or  instruments  in writing
signed by the party against whom  enforcement of any such extension or waiver is
sought.  No failure or delay on the part of any party  hereto in the exercise of
any right  hereunder  shall impair such right or be construed to be a waiver of,
or  acquiescence  in, any breach of any  representation,  warranty,  covenant or
agreement.

      8.4 SUCCESSORS AND ASSIGNS.

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns,  provided,  however,
that no party  hereto may assign its rights or delegate  its  obligations  under
this  Agreement  without the express  prior  written  consent of the other party
hereto. Except as provided in Article VII, nothing in this Agreement is intended
to confer upon any person not a party hereto (and their  successors and assigns)
any rights,  remedies,  obligations  or  liabilities  under or by reason of this
Agreement.

      8.5 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

            The  representations  and warranties  contained herein shall survive
the Closing and shall thereupon  terminate  twelve (12) months from the Closing,
except that the  representations  contained in Sections  3.1, 3.2, 3.4, 4.1, 4.2
and 4.4 shall survive indefinitely. All covenants,  conditions,  obligations and
agreements  contained herein which by their terms contemplate  actions following
the  Closing  shall  survive  the Closing and remain in full force and effect in
accordance with their terms.  All other covenants,  conditions,  obligations and
agreements  contained  herein shall not survive the Closing and shall  thereupon
terminate.

      8.6 HEADINGS; DEFINITIONS.

            The Section and Article  headings  contained in this  Agreement  are
inserted for  convenience  of reference  only and will not affect the meaning or
interpretation  of this  Agreement.  All  references  to  Sections  or  Articles
contained  herein mean Sections or Articles of this Agreement  unless  otherwise
stated.  All capitalized terms defined herein are equally applicable to both the
singular and plural forms of such terms.

      8.7 SEVERABILITY.

            If any provision of this Agreement or the application thereof to any
Person or circumstance is held to be invalid or unenforceable to any extent, the
remainder of this  Agreement  shall remain in full force and effect and shall be
reformed to render the Agreement valid and enforceable  while  reflecting to the
greatest extent permissible the intent of the parties.

      8.8 SPECIFIC PERFORMANCE.

            The parties  hereto  agree that in the event that any party fails to
consummate  the  Transactions  in accordance  with the terms of this  Agreement,
irreparable  damage  would  occur,  no  adequate  remedy at law would  exist and
damages would be difficult to determine,  and that the parties shall be entitled

                                       14
<PAGE>

to specific  performance  in such event,  without the  necessity  of proving the
inadequacy of money damages as a remedy,  in addition to any other remedy at law
or in equity.

      8.9   EXPENSES.

            Whether  or not the  Transactions  are  consummated,  and  except as
otherwise  expressly  set forth  herein,  all legal and other costs and expenses
incurred  in  connection  with  the  Transactions  shall  be paid  by the  party
incurring such expenses and shall be paid at the Closing.

      8.10  NOTICES.

            All notices  hereunder shall be sufficiently  given for all purposes
hereunder if in writing and delivered  personally,  sent by documented overnight
delivery  service or, to the extent receipt is confirmed,  telecopy,  telefax or
other electronic  transmission  service to the appropriate  address or number as
set forth below.

                                       15
<PAGE>

      If to Endeavour:                       with a copy to:

      Endeavour International Corporation    Porter & Hedges, L.L.P.
      1001 Fannin Street, 17th Floor         700 Louisiana, Suite 3500
      Houston, Texas 77010                   Houston, Texas 77002
      Attention:  William L. Transier        Attention: Chris A. Ferazzi, Esq.

      If to Touchstone Louisiana:            with a copy to:

      Touchstone Louisiana, Inc.             Spector Gadon & Rosen, P.C.
      111 Presidential Boulevard             1635 Market Street
      Suite 165                              7th Floor
      Bala Cynwyd, PA 19004                  Bala Cynwyd, PA 19004
      Attention:  President                  Attention: Vincent A. Vietti, Esq.

      8.11 GOVERNING LAW.

            This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas,  without regard to the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.

      8.12 ARBITRATION.

            If a dispute arises as to the  interpretation of this Agreement,  it
shall be decided in an  arbitration  proceeding  conforming  to the Rules of the
American Arbitration  Association  applicable to commercial  arbitration then in
effect at the time of the dispute.  The arbitration shall take place in Houston,
Texas.  The decision of the Arbitrators  shall be conclusively  binding upon the
parties and final,  and such decision  shall be enforceable as a judgment in any
court of competent  jurisdiction.  The parties  shall share equally the costs of
the arbitration.

      8.13 COUNTERPARTS.

            This Agreement may be executed in two or more counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one and the same agreement.

      8.14 CERTAIN DEFINITIONS.

            As used herein:

            (a)  "Affiliate"  shall have the  meanings  ascribed to such term in
Rule 12b-2 of the Exchange Act;

                                       16
<PAGE>

            (b) "Business Day" shall mean any day other than a Saturday,  Sunday
or a day on which federally  chartered  financial  institutions are not open for
business in the City of Philadelphia, Pennsylvania;

            (c) "Confidential Information" shall mean the existence and contents
of this  Agreement and the Schedules and Exhibits  hereto,  and all  proprietary
technical,  economic,  environmental,  operational,  financial  and/or  business
information  or material of one party which,  prior to or following  the Closing
Date, has been disclosed by Endeavour, on the one hand, or Touchstone Louisiana,
on the other hand, in written,  oral  (including by recording),  electronic,  or
visual form to, or otherwise has come into the possession of, the other.

            (d) "Exchange Act" shall mean the  Securities  Exchange Act of 1934,
as amended;

            (e)  "Governmental  Authority"  shall mean any nation or government,
any state,  municipality or other political  subdivision thereof and any entity,
body, agency,  commission or court, whether domestic,  foreign or multinational,
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government and any executive official thereof;

            (f)  "Knowledge"  shall  mean (i)  with  respect  to an  individual,
knowledge of a particular  fact or other matter,  if such individual is aware of
such fact or other  matter,  and (ii) with  respect  to a Person  that is not an
individual, knowledge of a particular fact or other matter if any individual who
is serving,  or who has at any time  served,  as a director,  officer,  partner,
executor,  or trustee of such Person (or in any similar capacity) has, or at any
time had, knowledge of such fact or other matter;

            (g) "Liens" shall mean liens,  pledges,  charges,  claims,  security
interests, purchase agreements, options, title defects, restrictions on transfer
or other  encumbrances,  or any agreements (other than this Agreement) to do any
of the foregoing,  of any nature whatsoever,  whether  consensual,  statutory or
otherwise,  except  with  respect  to any  of the  foregoing  set  forth  in the
Partnership Agreement;

            (h)  "Material  Adverse  Effect"  shall  mean,  with  respect to any
Person,  any adverse  effect on the  business,  assets,  liabilities,  condition
(financial  or  otherwise)  or  results  of  operation  of such  Person  and its
subsidiaries,  if any, which is material to such Person and its subsidiaries, if
any, taken as a whole;

            (i) "Person" shall mean any  individual,  corporation,  partnership,
association, trust or other entity or organization,  including a governmental or
political subdivision or any agency or institution thereof;

            (j) "SEC" shall mean the Securities and Exchange Commission; and

            (k)  "Securities  Act" shall  mean the  Securities  Act of 1933,  as
amended.

                                       17
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


                                 ENDEAVOUR INTERNATIONAL CORPORATION


                                 By:  /s/ H. Don Teague
                                      -----------------------------------
                                      H. Don Teague
                                      Executive Vice President


                                 TOUCHSTONE LOUISIANA, INC.


                                 By:  /s/ Stephen P. Harrington
                                      -----------------------------------
                                      Stephen P. Harrington
                                      President


                                       18