Exhibit 10.3


                      PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of April
21, 1999 is between SABA ENERGY OF TEXAS, INC., a Texas corporation
("Seller"), with offices at 1603 Southeast 19th Street, Suite 202, Edmond,
Oklahoma  73013, and ENERVEST ENERGY, L.P., a Delaware limited partnership
("Buyer") with offices at 1001 Fannin, Suite 1111, Houston, Texas 77002.
Seller and Buyer are sometimes hereinafter collectively called the "Parties"
and individually called a "Party."

     WHEREAS, Seller desires to sell, and Buyer desires to purchase, upon and
subject to the terms, conditions, reservations and exceptions hereinafter set
forth, Seller's interest in and to certain oil and gas properties and other
assets related thereto as further described hereinafter;

     NOW THEREFORE, for and in consideration of the covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree as
follows:

ARTICLE 1.     PROPERTY DESCRIPTION

1.1   The Interests.  Subject to the terms, conditions, reservations and
exceptions set forth in this Agreement, Seller shall sell, transfer, assign,
convey and deliver unto Buyer and Buyer shall purchase, receive, pay for and
accept, as of 7:00 a.m. local time where the properties are located, January
1, 1999 (the "Effective Date"), all of Seller's right, title and interest in
and to the following:

     1.1.1   the undivided interest set forth in Exhibit A-1 attached hereto
and made a part hereof for all purposes, together with all of Seller's other
right, title and interest in and to the oil, gas and mineral leases and other
interests in oil and gas described in Exhibit A-2 including mineral, royalty
and overriding royalty interests, and all rights, privileges and obligations
appurtenant to those interests and leases (the "Leases");

     1.1.2   all rights and interests in any unit or pooled area in which the
Leases are included, to the extent that these rights and interests arise from
and are associated with the Leases, including without limitation all rights
derived from any unitization, pooling, operating, communitization or other
agreement or from any declaration or order of any governmental authority;

     1.1.3   all oil, gas and condensate wells (whether producing, not
producing or abandoned), water source, water injection and other injection or
disposal wells and systems located on the Leases or lands unitized or pooled
with the Leases;

     1.1.4   all equipment, facilities, pipelines, pipeline laterals,
gathering systems, platforms, well pads, tank batteries, improvements,
fixtures, inventory, spare parts, tools, materials and other personal property
owned by Seller now or acquired by Seller as of the Effective Date on the
Leases or used in developing or operating the Leases or producing, treating,
storing, compressing, processing or transporting hydrocarbons on or from the
Leases, including, without limitation, those items listed in Exhibit B
attached hereto and made a part hereof for all purposes (the "Equipment");

     1.1.5   to the extent assignable or transferable all easements, rights-
of-way, licenses, permits, servitudes, surface leases, and similar interests
applicable to or used solely in operating the Leases, the lands unitized or
pooled with the Leases, or the Equipment, including, but not limited to those
described in Exhibit C attached hereto and made a part hereof for all
purposes;

    1.1.6    to the extent assignable or transferable, all contracts and
contractual rights, obligations and interests relating to the Leases or the
lands unitized or pooled with the Leases or the Equipment,  including, without
limitation, unit agreements, farmout agreements, farm-in agreements, operating
agreements, and hydrocarbon sales, purchase, gathering, transportation,
treating, marketing, exchange, processing and fractionating agreements and
surface leases, whether of record or not, including, without limitation those
documents  described in Exhibit D hereto (the "Contracts");

     1.1.7   all other tangibles, miscellaneous interests or other assets on
or used in connection with the Leases, the Equipment and/or the Contracts,
including, without limitation, all lease files, land files, well files,
production records, division order files, abstracts, title opinions, and
contract files, insofar as they are directly related to the items described in
Sections 1.1.1 through 1.1.7 hereof.

Seller's interests in the assets described in Sections 1.1.1 through 1.1.7
above are hereinafter collectively called the "Interests".

1.2   Ownership of Production from the Interests Prior to the Effective Date.

    (i)   Seller will own all merchantable oil, gas, condensate and distillate
("Hydrocarbons") produced from the Interests before the Effective Date.  If,
on the Effective Date, Hydrocarbons produced from the Interests before the
Effective Date are stored in the Leases or unit stock tanks (the "Stock Tank
Oil"), Buyer shall purchase from Seller the merchantable Stock Tank Oil above
pipeline connections in the stock tanks at the weighted average price received
for December 1998 production.  Buyer shall pay Seller for the Stock Tank Oil
as an adjustment to the Sale Price at Closing, as provided in Section 2.2
hereof.

  (ii)   The Stock Tank Oil will be gauged and measured as of 7:00 a.m. local
time where the Interests are located on the Effective Date.  Seller and Buyer
will accept the Lease or unit operator's tank gauge readings, meter tickets or
other inventory records of the Stock Tank Oil.

1.3  Ownership of Production from the Interests After the Effective Date.
Buyer will own all Hydrocarbons produced from the Interests on and after the
Effective Date.  Seller will sell, on Buyer's behalf, all Hydrocarbons
produced from the Interests between the Effective Date and the Closing Date
(as hereinafter defined), and Seller will credit Buyer for the proceeds of
those sales as an adjustment at Closing, as provided in Section 2.2 hereof.
Subject to any continuing sales obligations under the Contracts, Buyer may
sell Hydrocarbons produced from the Interests on and after the Closing Date as
it deems appropriate.

ARTICLE 2.  CONSIDERATION

2.1  Sale Price.

    2.1.1  Amount Due at Closing.

           (i)  At Closing (as hereinafter defined), Buyer shall pay to or for
the benefit of Seller the cash sum of Twelve Million Five Hundred Thousand
UNITED STATES DOLLARS ($12,500,000 U.S.D.) for the Interests (the "Sale
Price"), as adjusted pursuant to the terms of this Agreement and as herein set
forth.

         (ii)  A portion of the Sale Price shall be paid, at the direction of
Seller, to Bank One Texas, N.A. in consideration for the contemporaneous
delivery of fully executed releases of the BankOne Texas, N.A. mortgage and
deed of trust together with the other related liens listed as item numbers 1
through 4 on Exhibit E hereto (the "Bank Releases"), each in form and content
satisfactory to Buyer; and

(iii) The remainder of the Sale Price, as adjusted, less the amounts set forth
in immediately preceding sub-part (ii)  herein above shall be paid to Seller
by wire transfer to a bank account to be designated by Seller in accordance
with written instructions to be provided by Seller to Buyer no later than
three (3) business days prior to the Closing.

2.1.2  Allocated Values.  The Sale Price shall be allocated among the
Interests as set forth in Exhibit F attached hereto and made a part hereof for
all purposes.  Neither Party will take any position in preparing tax returns
that is inconsistent with the allocation of values set forth in Exhibit F,
unless the Parties otherwise agree in writing.  The value assigned to each
portion of the Interests in Exhibit F is hereafter call the "Allocated Value"
of such Interest.

2.1.3 Earnest Money.  Concurrently with the execution of this Agreement, Buyer
shall pay to Bank One Texas, N.A. into an interest bearing joint control
account to be established by the Parties an earnest money deposit (the
"Earnest Money") in the amount of One Million Two Hundred Fifty Thousand
UNITED STATES DOLLARS  ($1,250,000.00 U.S.D.) to assure Buyer's performance
under this Agreement.  If Seller and Buyer close the transaction contemplated
by this Agreement, the Earnest Money together with any interest accrued
thereon, will be applied to the Sale Price.  If Buyer and Seller fail to close
the transaction contemplated by this Agreement, Seller and Buyer will have the
respective rights and obligations with respect to the Earnest Money set forth
in Article 6 hereof.

2.1.4  Identification of Acquisition Funds.  On or before thirty (30) days
following the date of execution by all Parties of this Agreement, Buyer shall
deposit  into an account in Buyer's sole control at Bank One, N.A. the Sale
Price less the Earnest Money.

2.2  Adjustments at Closing.

           2.2.1    Preliminary Settlement Statement.  At Closing, the Sale
Price
           will be adjusted as set forth in Sections 2.2.2 and 2.2.3.  No
           later than five (5) business days prior to Closing, Seller will
           provide to Buyer a preliminary settlement statement identifying
           all adjustments to the Sale Price to be made at Closing (the
           APreliminary Settlement Statement@).  Seller and Buyer
           acknowledge that some items in the Preliminary Settlement
           Statement may be estimates or otherwise subject to change in the
           Final Settlement Statement for the Interests to be prepared
           pursuant to Section 2.3 hereof.

           2.2.2    Upward Adjustments.  The Sale Price will be increased by the
           following

               (i)  all production expenses, operating expenses, overhead
               expenses under applicable operating agreements and capital
               expenditures paid by Seller or any affiliate of Seller in
               connection with the Interests (including, without
               limitation, royalties, minimum royalties, rentals and
               prepaid charges), to the extent they are attributable to
               operation of the Interests on and after the Effective Date;

               (ii) all proceeds attributable to the sale of Hydrocarbons
               from, and other income attributable to, the Interests on and
               after the Effective Date received by Buyer, to the extent
               they are attributable to the operation of the Interests
               before the Effective Date;

               (iii)     the value of the Stock Tank Oil as provided in Section
               1.2 hereof; and

               (iv) any other increases in the Sale Price agreed upon by
               Buyer and Seller as specified in this Agreement.

        2.2.3    Downward Adjustments.  The Sale Price will be decreased by the
           following:

               (i)  all actual production expenses, operating expenses, overhead
               expenses under applicable operating agreements and capital
               expenditures paid or incurred by Buyer in connection with
               the Interests (including, without limitation, royalties,
               minimum royalties, rentals, and prepaid charges), to the
               extent they are attributable to operation of the Interests
               before the Effective Date;

               (ii) all proceeds attributable to the sale of Hydrocarbons
               from and other income attributable to the Interests on and
               after the Effective Date received by Seller, to the extent
               they are attributable to the operation of the Interests on
               and after the Effective Date;

               (iii)     the value of any unresolved Environmental Conditions
               and Title Defects as provided for in Article 5 hereof;

               (iv) all amounts necessary to release in full all vendor
               liens listed on Exhibit E hereto (other than amounts to be
               paid at the Closing in connection with the Bank Releases
               pursuant to Section 2.1.1(ii) hereof);

               (v)  all amounts necessary to pay in full all unpaid operating
               and other expenses attributable to the Interests for all
               periods prior to the Effective Date as determined by the
               Parties prior to Closing; and

               (vi) the amount of revenues attributable to the interests
               of third parties in and to the Leases which interests are
               currently in non-pay status pending resolution of title or
               other problems affecting such interests, as set forth in
               Exhibit G attached hereto and made a part hereof for all
               purposes; and

               (vii)     any other decreases in the Sale Price agreed upon by
               Buyer and Seller as specified in this Agreement.

2.3  Adjustments After Closing.

           2.3.1    Final Settlement Statement.  Within ninety (90) days after
           Closing, Seller will prepare a final settlement statement for
           the Interests containing a final reconciliation of the
           adjustments to the Sale Price specified in Section 2.1 (the
           AFinal Settlement Statement@).  However, the failure of Seller
           to complete the Final Settlement Statement within 90 days after
           Closing will not constitute a waiver of any right to an
           adjustment otherwise due.  Buyer will have thirty (30) days
           after receiving the Final Settlement Statement to provide Seller
           with written exceptions to any items in the Final Settlement
           Statement that Buyer believes in good faith to be questionable.
           All items in the Final Settlement Statement to which Buyer does
           not except within the 30 day review period will be deemed to be
           correct.

           2.3.2    Payment of Post-Closing Adjustments.  Any post-Closing
           adjustments to the Sale Price (including disputed items which
           have ultimately been resolved) will be offset against each other
           so that only one payment is required.  The Party owing payment
           will pay the other Party the net post-Closing adjustment to the
           Sale Price within ten (10) days after the expiration of Buyer=s
           30 day review period for the Final Settlement Statement.
           However, the payment of any disputed items will be subject to
           the further rights of the Parties under Section 2.3.3.

      2.3.3    Resolution of Disputed Items.  After the completion and delivery
           of the Final Settlement Statement, the Parties agree to
           negotiate in good faith to attempt to reach agreement on the
           amount due with respect to any disputed items in the Final
           Settlement Statement.  If the Parties agree on the amount due
           with respect to any disputed items, and a payment adjustment is
           required, the Party owing payment will pay the other Party
           within ten (10) days after the Parties reach agreement.  If the
           Parties are unable to agree on the amount due with respect to
           any disputed items within sixty (60) days after Seller receives
           Buyer=s written exceptions to the Final Settlement Statement,
           then (i) the Parties will attempt to resolve their disagreement
           with respect to the disputed items by mediation, as provided in
           Section 11.14 hereof, and (ii) if the Parties are unable to
           resolve their disagreement over the disputed items by mediation,
           either Party may seek a judicial determination of the amount
           actually due in connection with the disputed items.

     2.4   Payment Method.  Unless the Parties otherwise agree in writing, all
     payments under this Agreement shall be made by wire transfer in
     immediately available funds to an account designated by the Party
     receiving payment.

   2.5   Principles of Accounting.  The Preliminary Settlement Statement and the
     Final Settlement Statement will be prepared in accordance with generally
     accepted accounting principles in the petroleum industry and with
     reasonable supporting documentation for each item in those statements.


ARTICLE 3. REPRESENTATIONS AND WARRANTIES

     3.1   Seller's Representations.    Seller represents and warrants to Buyer
     that the following statements are true and accurate as of the execution
     date of this Agreement, the Effective Date and the Closing Date.

           3.1.1    Corporate Authority.  Seller is a duly organized corporation
           validly existing and in good standing under the laws of the
           State of Texas and is duly qualified to carry on its business in
           each of the states in which the Interests are located, and has
           full power and authority to enter into and perform pursuant to
           this Agreement according to its terms, except where the failure
           to so qualify and be in good standing will not have a material
           adverse effect.  This Agreement has been duly executed and
           delivered by Seller.

           3.1.2    Requisite Approvals.  Seller's execution, delivery and
           performance of this Agreement has been duly authorized by all
           necessary corporate action and will not violate or conflict with
           any agreement, law, rule, regulation, charter or other
           instrument governing either Seller's organization, management or
           business affairs or any instrument to which Seller is a party or
           is bound.

           3.1.3    Validity of Obligation.  This Agreement and all other
           transaction documents executed and delivered on or before the
           Closing Date (i) have been duly executed by Seller=s authorized
           representatives; (ii) constitute the valid and legally binding
           obligations of Seller, and (iii) are enforceable against it in
           accordance with their respective terms.
           3.1.4    No Violation of Contractual Restrictions.  The execution,
           delivery and performance of this Agreement does not conflict
           with or violate any agreement or instrument to which Seller is a
           party or by which it is or the Interests are bound, except any
           provision contained in agreements customary in the oil and gas
           industry relating to (i) preferential rights to purchase all or
           any portion of an Interest; (ii) required consents to transfer
           and related provisions; (iii) maintenance of uniform interest
           provisions in joint operating agreements, and (iv) any other
           third party approvals or consents contemplated in this
           Agreement.

           3.1.5    No Violation of Other Legal Restrictions.  The execution,
           delivery and performance of this Agreement does not violate any
           law, rule, regulation, ordinance, judgment, decree or order to
           which Seller is or the Interests are, or upon Closing will be,
           subject.

           3.1.6    Bankruptcy.  There are no bankruptcy, reorganization or
           receivership proceedings pending, being contemplated by or, to
           Seller=s actual knowledge, threatened against Seller.

           3.1.7    Broker=s Fees.  Seller has not incurred any liability,
           contingent or otherwise, for brokers= or finders= fees relating
           to the transactions contemplated by this Agreement for which
           Buyer shall have any responsibility whatsoever.

           3.1.8    Lawsuits and Claims.  There is no action, suit, proceeding,
           claim or investigation by any person, entity, administrative
           agency or governmental body pending or, to the best of its
           knowledge, threatened, against Seller before any governmental
           authority that impedes or is likely to impede Seller=s ability
           to consummate the transactions contemplated by this Agreement
           except as otherwise set forth in Exhibit H attached hereto and
           made a part hereof for all purposes.

           3.1.9    Permits.  Seller holds all permits, licenses, variances,
           exemptions, orders and approvals from governmental authorities
           which are material to the operation of the Interests
           (collectively, the APermits@).  Seller is in compliance with the
           terms of the Permits, except where the failure to so comply
           would not have a material adverse effect on the Interests or on
           the ability of Seller to consummate the transactions
           contemplated hereby.

           3.1.10   Tax Partnerships.  None of the Interests is subject to a tax
           partnership.

      3.1.11   Operations and Expenditures.  With respect to the joint, unit or
           other operating agreements affecting the Interests, there are no
           outstanding calls or payments under authorities for expenditures
           concerning any single expenditure to be made by Seller in excess
           of $25,000 which are due or which Seller has committed to make
           and which have not been made.

       3.1.12   Prepayment Contracts.  Seller is not contractually obligated by
           virtue of any prepayment arrangement under any contract for the
           sale of Hydrocarbons to deliver Hydrocarbons produced from the
           Interests at some future time without then or thereafter
           receiving full payment therefor.

           3.1.13   Taxes.  All production, severance or similar taxes and
           assessments based on or measured by the production of
           Hydrocarbons or the receipt of proceeds therefrom attributable
           to the Interests have been properly paid.

       3.1.14   Call on Production.  At the Closing Date no party shall have any
           call upon, option to purchase or similar rights under any
           agreement with respect to the production of Hydrocarbons from or
           attributable to the Interests.

           3.1.15   Status and Operation of the Leases.

               (i)  The Leases are (i) in full force and effect in accordance
               with their respective terms, (ii) Seller is in substantial
               compliance with their respective terms regarding the payment
               of royalties, and (iii) Seller is not in default in the
               performance of any obligation on the part of Seller
               thereunder which could reasonably be expected to result in
               termination or cancellation thereof.  To the best knowledge
               of Seller, no party has threatened or taken action to
               terminate or procure a judicial reformation of any Lease,
               except as otherwise set forth in Exhibit H hereto.

               (ii) To the best knowledge of Seller, except for funds
               properly suspended for good cause in a separate account
               maintained by Seller as set forth in Exhibit G hereto,
               Seller has not received any proceeds from the sale of
               Hydrocarbons from the Interests which are subject to
               potential refund.

               (iii)     Seller is being paid, without bond or indemnity of any
               kind except the usual warranties found in division orders
               and Hydrocarbon sales contracts customarily used in the
               petroleum industry, for its interest in the proceeds of the
               sale of Hydrocarbons from the Leases.

               (iv) With respect to all Leases operated by Seller or an
               affiliate of Seller, and with respect to all Leases operated
               by unaffiliated third parties, to the best knowledge of
               Seller, all costs incurred in connection with the operation
               of the Leases have been fully paid and discharged in
               accordance with the terms of payment therefor except (i)
               normal expenses incurred within the previous sixty (60) days
               and as to which Seller has not yet been billed, (ii) costs
               that are being contested in good faith by Seller, or (iii)
               as otherwise set forth in Exhibit I attached hereto and made
               a part hereof for all purposes.

               (v)  All material Contracts are in full force and effect, and
               neither Seller nor, to the best knowledge of Seller, any
               other party is in default thereunder in any material
               respect.

               (vi) To the best knowledge of Seller, no other party to any
               joint operating agreement or other Contract binding on the
               Interests is entitled to any adjustments of past accounts at
               the expense of Seller.

               (vii)     Seller is not obligated, by virtue of a claim arising
               from Seller having prior to the Effective Date taken gas in
               excess of the volume to which Seller was entitled, to
               deliver Hydrocarbons produced from the Interests at some
               future time without then or thereafter receiving full
               payment therefore.

           3.1.16   Compliance with Laws.  Seller has complied in all material
           respect with all laws applicable to the Interests except as
           otherwise set forth in Exhibit J attached hereto and made a part
           hereof for all purposes.

         3.1.17   Suitability of Equipment.  To the best of Seller=s knowledge,
           all of the Equipment has been maintained in a good and
           workmanlike manner in accordance with normal industry standards,
           excepting normal wear and tear and obsolescence.  Nevertheless,
           the Parties agree that all Equipment will be sold and conveyed
           to Buyer AAS IS, WHERE IS WITH ALL FAULTS@, and SELLER HEREBY
           DISCLAIMS, WITH RESPECT TO THE EQUIPMENT, ANY AND ALL WARRANTIES
           OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         3.1.18   Accuracy of Information Furnished.  The Contracts and Records
           (as hereinafter defined) to which Buyer has been provided access
           include all contracts, agreements and other legally binding
           commitments in Seller=s possession that are related to the
           Interests.  To best knowledge of Seller, the information
           contained in such Contracts and Records and all other
           information furnished to Buyer in connection with the
           transaction contemplated hereby is true.

     3.2   Buyer's Representations.     Buyer represents and warrants to Seller
     that the following statements are true and accurate as of the execution
     date of this Agreement, the Effective Date and the Closing Date.

           3.2.1    Partnership Authority.  Buyer is a duly organized limited
           partnership validly existing and in good standing under the laws
           of the State of Delaware, is duly qualified to carry on its
           business in the state in which the Interests are located, and
           has full power and authority to enter into and perform pursuant
           to this Agreement according to its terms, except  where the
           failure to go qualify and be in good standing will not have a
           material adverse effect.  This Agreement has been duly executed
           and delivered by Buyer.

           3.2.2    Requisite Approvals.  Buyer's execution, delivery and
           performance of this Agreement has been duly authorized by all
           necessary partnership action and will not conflict with or
           violate any agreement, law, rule, regulation, ordinance, charter
           or other instrument governing either Buyer's organization,
           management or business affairs or any instrument to which Buyer
           is a party or by which Buyer is bound.

           3.2.3    Validity of Obligation.  This Agreement and all other
           transaction documents executed and delivered on or before the
           Closing Date (i) have been duly executed by Buyer=s authorized
           representatives; (ii) constitute the valid and legally binding
           obligations of Buyer, and (iii) are enforceable against it in
           accordance with their respective terms.

           3.2.4    No Violation of Contractual Restrictions.  The execution,
           delivery and performance of this Agreement does not conflict
           with or violate any agreement or instrument to which Buyer is a
           party or by which it is bound, except any provision contained in
           agreements customary in the oil and gas industry relating to:
           (i) preferential rights to purchase all or any portion of an
           Interest; (ii) required consents to transfer and related
           provisions; (iii) maintenance of uniform interest provisions in
           joint operating agreements, and (iv) any other third party
           approvals or consents contemplated in this Agreement.

           3.2.5    No Violation of Other Legal Restrictions.  The execution,
           delivery and performance of this Agreement does not violate any
           law, rule, regulation, ordinance, judgment, decree or order to
           which Buyer or the Interests is or, upon Closing, will be
           subject.

           3.2.6    Bankruptcy.  There are no bankruptcy, reorganization or
           receivership proceedings pending, being contemplated by, or to
           Buyer=s actual knowledge, threatened against Buyer.

       3.2.7    Broker's Fees.  Buyer has not incurred any liability, contingent
           or otherwise, for brokers' or finders' fees relating to the
           transactions contemplated by this Agreement for which Seller
           shall have any responsibility whatsoever.

           3.2.8    Lawsuits and Claims.  There is no action, suit, proceeding,
           claim or investigation by any person, entity, administrative
           agency or governmental body pending or, to the best of its
           knowledge, threatened, against Buyer before any governmental
           authority that impedes or is likely to impede Buyer=s ability to
           consummate the transactions contemplated by this Agreement and
           to assume the liabilities to be assumed by it under this
           Agreement.

        3.2.9    Securities Laws.  Buyer has complied with all federal and state
           securities laws applicable to the purchase and sale of the
           Interests and will comply with such laws if it subsequently
           disposes of all or any part of the Interests.

     3.3   Notice of Changes.  Seller and Buyer will each give the other prompt
     written notice of any matter materially affecting any of their
     representations or warranties under this Article 3 or rendering any such
     warranty or representation materially untrue or inaccurate or if it is
     reasonably anticipated that a party will be unable to perform or comply
     with any covenant or agreement contained in this Agreement.


ARTICLE 4.     TITLE WARRANTY; DISCLAIMER OF WARRANTIES

   4.1   Special Warranty of Title; Encumbrances.  SELLER CONVEYS THE INTERESTS
     TO BUYER WITHOUT WARRANTY OF TITLE, EXPRESS, STATUTORY, OR IMPLIED,
     EXCEPT THAT SELLER SPECIALLY WARRANTS AND AGREES TO DEFEND TITLE TO THE
     INTERESTS IT CONVEYS TO BUYER AGAINST THE CLAIMS, ENCUMBRANCES AND
     DEMANDS OF ALL PERSONS CLAIMING TITLE TO THE INTERESTS BY, THROUGH, OR
     UNDER SELLER BUT NOT OTHERWISE.

   4.2   Condition and Fitness of the Interests.  Except as set forth in Article
     3 and Section 4.1 of this Agreement, SELLER CONVEYS THE INTERESTS TO
     BUYER WITHOUT ANY EXPRESS, STATUTORY OR IMPLIED WARRANTY OR
     REPRESENTATION OF ANY KIND, INCLUDING WARRANTIES RELATING TO (i) THE
     CONDITION OR MERCHANTABILITY OF THE INTERESTS, OR (ii) THE FITNESS OF
     THE INTERESTS FOR A PARTICULAR PURPOSE.  BUYER HAS INSPECTED, OR  BEFORE
     CLOSING WILL INSPECT OR WILL HAVE BEEN GIVEN THE OPPORTUNITY TO INSPECT,
     THE INTERESTS FOR ALL PURPOSES, INCLUDING WITHOUT LIMITATION FOR THE
     PURPOSE OF DETECTING THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE
     MATERIALS (ANORM@) AND MAN MADE MATERIAL FIBERS ("MMMF") AND, EXCEPT
     WITH RESPECT TO ANY ADVERSE ENVIRONMENTAL CONDITIONS RAISED BY BUYER
     PURSUANT TO SECTION 5.3.2, SATISFIED ITSELF AS TO THEIR PHYSICAL AND
     ENVIRONMENTAL CONDITION, INCLUDING BUT NOT LIMITED TO CONDITIONS RELATED
     TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES.  BUYER IS
     RELYING SOLELY UPON THE RESULTS OF SUCH INSPECTION OF THE INTERESTS AND
     SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION AND
     AWITH ALL FAULTS@.  SELLER DISCLAIMS ALL LIABILITY ARISING IN CONNECTION
     WITH THE PRESENCE OF NORM OR MMMF ON THE INTERESTS AND IF TESTS HAVE
     BEEN CONDUCTED BY SELLER FOR THE PRESENCE OF NORM OR MMMF, SELLER
     DISCLAIMS ANY WARRANTY RESPECTING THE ACCURACY OF SUCH TESTS OR RESULTS.
     4.3   Information About the Interests.  SELLER MAKES NO WARRANTY OR
     REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE QUALITY AND
     QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS;
     (ii) THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, INCLUDING
     WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION
     OPPORTUNITIES; OR (iii) THE PRESENT OR FUTURE VALUE OF  THE ANTICIPATED
     INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED FROM THE INTERESTS.

  4.4   Subrogation of Warranties.  To the extent transferable, Seller will give
     and grant to Buyer, its successors and assigns full power and right of
     substitution and subrogation in and to all covenants, indemnities and
     warranties (including warranties of title) by preceding owners, vendors,
     or others, given or made with respect to the Interests or any part
     thereof prior to the Closing Date of this Agreement.


ARTICLE 5.     DUE DILIGENCE REVIEW OF THE INTERESTS

  5.1   Access to Records.  After execution of this Agreement, Seller shall give
     Buyer and its authorized representatives, during regular business hours,
     at Buyer's sole risk, cost and expense, access, with copying privileges,
     to all production, environmental, geological, engineering and other
     technical data and records, and to all contract, land, accounting,
     title, and lease records, to the extent such data and records are in
     Seller's possession and relate to the Interests, and to such other
     information relating to the Interests as Buyer may reasonably request.
     However, Seller shall have no obligation to provide Buyer such access to
     any data or information which Seller cannot legally provide Buyer
     because of third-party restrictions on Seller.  Buyer shall keep all
     materials and data obtained confidential until the Closing Date.  Any
     confidentiality agreement previously executed by Seller and Buyer with
     respect to the Interests will continue in force and effect until the
     Closing Date and for as long thereafter as provided in the
     confidentiality agreement.  Buyer shall take all reasonable steps
     necessary to ensure that Buyer=s authorized representatives comply with
     the provisions of this Section 5.1 and any confidentiality agreement in
     effect.  Upon termination of this Agreement without Closing, Buyer shall
     return to Seller any and all materials and data relating to any
     properties not purchased at Closing and shall destroy any and all of
     Buyer's notes and work papers derived therefrom in accordance with the
     terms of said confidentiality agreement.
  5.2   Physical and Environmental Inspection. Buyer may engage an environmental
     consultant approved by Seller (the AEnvironmental Expert@) to perform a
     physical inspection of the Leases and Equipment.  Seller will permit
     Buyer and the Environmental Expert reasonable physical access to the
     Leases and Equipment at times approved by Seller and at Buyer's sole
     cost, risk and expense for the purposes of inspecting the same,
     conducting such tests, examinations, investigations and assessments as
     may be reasonable and necessary or appropriate to evaluate the physical
     and environmental condition of the Leases and Equipment.  Buyer shall
     repair any damage to the Interests resulting from the inspection of
     Buyer and/or the Environmental Expert and shall defend and indemnify
     Seller and Seller=s affiliates, partners, members, shareholders,
     directors, officers, agents, representatives, consultants, advisers,
     successors and assigns (collectively, the ASeller Indemnified Group@)
     from any and all Claims (as hereinafter defined) arising from Buyer
     and/or the Environmental Expert inspecting and observing the Interests,
     including, without limitation, (i) Claims for personal injury to or
     death of employees of Buyer or the Environmental Expert, their agents,
     contractors, subcontractors or invitees and/or damage to the property of
     Buyer or the Environmental Expert or others acting on behalf of Buyer or
     Environmental Expert, REGARDLESS OF WHETHER SUCH CLAIMS ARE CAUSED BY
     THE CONCURRENT NEGLIGENCE OF SELLER OR THE CONDITION OF THE INTERESTS,
     and (ii) Claims for personal injury to or death of employees of Seller
     or third parties and damage to the property of Seller or third parties,
     to the extent caused by the negligence, gross negligence or willful
     misconduct of Buyer or Environmental Expert.  As used in this Agreement,
     the term AClaims@ means any and all losses, liabilities, damages,
     obligations, expenses, fines, penalties, costs, claims, causes of action
     and judgments, including, without limitation, reasonable attorneys fees,
     court costs, and other reasonable costs of litigation resulting from the
     defense of any claim or cause of action within the scope of the
     indemnities in this Agreement for (i) breaches of contract; (ii) loss or
     damage to property, injury to or death of persons, and other tortious
     injury; and (iii) violations of applicable laws, rules, regulations,
     orders or any other legal right or duty actionable at law or equity.

     5.3   Environmental Assessment.

        5.3.1    Inspection and Test Results.  Buyer agrees to provide to Seller
           a copy of any and all environmental inspections and assessments
           of Buyer or the Environmental Expert, including, without
           limitation, all written reports, data and conclusions.  Buyer
           and Seller shall keep any and all data or information acquired
           by all such examinations and results of all analysis of such
           data and information strictly confidential and shall not
           disclose same to any person or agency without the prior written
           approval of the other Party, unless necessary in connection with
           any pending litigation or required to do so by applicable law or
           by the order of a Court or regulatory agency.  Notwithstanding
           the foregoing, Buyer may disclose the results of any such
           environmental inspections and assessments to its employees,
           agents and representatives that have a need to review same in
           order to conclude the necessary environmental review and
           assessment under this Agreement, provided that Buyer hereby
           agrees to enter into agreements with such employees, agents and
           representatives, including the Environmental Expert, binding
           such persons to the same confidentiality obligations as are
           contained herein.  The foregoing obligation of confidentiality
           shall survive for five (5) years after the Closing and will
           survive for five (5) years after the termination of this
           Agreement without closing.

       5.3.2    Notice of Environmental Conditions.  Prior to Closing, the Buyer
           shall review the inspection and testing results for the
           Interests and determine, based on those results, if any adverse
           environmental conditions (the AEnvironmental Conditions@) exist
           or may exist with respect to the Interests.  No later than three
           (3) business days before Closing, Buyer shall notify Seller in
           writing of any Environmental Conditions, and the  estimated
           value of such Environmental Conditions.  The value of the
           Environmental Conditions for purposes of Section 5.3.3 shall be
           the Buyer=s estimated amount of all costs and Claims associated
           with the existence, remediation or correction of the
           Environmental Conditions.

           5.3.3    Rights and Remedies for Environmental Conditions.

               (i)  The rights and remedies of the Parties with respect to the
               Environmental Conditions are as follows:

                    (a)  Seller, at its sole option, may elect to remediate
                    some or all of the Environmental Conditions.  If
                    Seller elects to remediate any of the Environmental
                    Conditions, the affected Interests shall be removed
                    from the transaction, the Sale Price shall be reduced
                    by the Allocated Value of the Interests removed from
                    the transaction, and the Parties shall proceed to
                    Closing as to the remaining Interests. If Seller
                    completes such remediation to the reasonable
                    satisfaction of Buyer prior to the expiration of three
                    (3) months after the Closing Date, (i) Seller shall
                    convey the affected Interests to Buyer, (ii) Buyer
                    shall pay to Seller the Allocated Value for such
                    remediated Interests, and (iii) Seller shall have no
                    further liability to Buyer for the remediated
                    Environmental Conditions, including, but not limited
                    to, any adjustment to the Sale Price.  In the event
                    Seller is unable to cure the Environmental Conditions
                    to the reasonable satisfaction of Buyer within said
                    three month period, Seller shall retain the affected
                    Interests and Buyer shall have no further obligation
                    with respect to such retained Interests.

                    (b)  If Seller elects not to remediate one or more
                    Environmental Conditions, the Sale Price shall be
                    reduced by the collective value of such non-remediated
                    Environmental Conditions, the Parties shall proceed to
                    Closing on all such Interests, and Seller shall have
                    no further liability to Buyer with respect to such
                    non-remediated Environmental Conditions.

                    (c)  If an Environmental Condition which is significant in
                    nature has been identified pursuant to Section 5.3.1
                    and notice thereof has been timely provided pursuant
                    to Section 5.3.2 but for which the Parties, acting in
                    good faith, have been unable to assess a value in
                    whole or in part, Seller may elect to remediate such
                    Environmental Condition pursuant to subsection (a) of
                    this Section 5.3.3.  If Seller elects not to attempt
                    remediation procedures, either Party may remove the
                    Interest effected by such Environmental Condition from
                    this transaction,  the Sale Price shall be reduced by
                    the Allocated Value of the Interests removed from the
                    transaction, and the Parties shall proceed with
                    Closing as to the remaining Interests.

               (ii) Except as otherwise set forth in this Section 5.3.3,
               Buyer at Closing will assume all environmental obligations
               with respect to the Interests, as provided in and subject to
               Section 8.2.

     5.4   Preferential Rights and Consents to Assign.

           5.4.1    Notices to Holders.

               (i)  Attached hereto as Exhibit K and made a part hereof for all
               purposes is a list of the Interests subject to third party
               preferential purchase rights, rights of first refusal, or
               similar rights (collectively, "Preferential Rights"), or
               third party consents to assign, lessor's approvals or
               similar rights (collectively, "Consents").  Promptly
               following the execution of this Agreement, Seller shall use
               reasonable efforts to 1. notify the holders of the
               Preferential Rights and Consents that it intends to transfer
               the Interests to Buyer, 2. provide them with any information
               about the transfer of the Interests to which they are
               contractually entitled, and 3. in the case of Consents, ask
               the holders of the Consents to consent to the assignment of
               the affected Interests to Buyer.

               (ii) Seller shall promptly notify Buyer whether (a) any
               Preferential Rights are exercised, waived or deemed waived,
               (b) any Consents are denied, or (c) the requisite time
               periods have elapsed without any Preferential Rights being
               exercised or Consents being received.

        5.4.2    Remedies Before Closing.  If Seller is unable before Closing to
           obtain the required Consents (other than Consents ordinarily
           obtained after closing and Consents on hydrocarbon sales,
           purchase, gathering, transportation, treating, marketing,
           exchange, processing and fractionating agreements) and waivers
           of all Preferential Rights, then:

               (i)  Seller and Buyer by agreement may proceed with Closing as to
               the Interests affected by the unwaived Preferential Rights
               or unobtained Consents, subject to the further obligations
               of Seller and Buyer set forth in Section 5.4.3 in the event
               that such Preferential Rights are validly exercised or such
               Consents are ultimately denied after Closing;

               (ii) Either Seller or Buyer may exclude the affected
               portion of the Interests from the transaction under this
               Agreement, adjust the Sale Price by the Allocated Value of
               the excluded Interests, and proceed with Closing as to the
               rest of the Interests; or
               (iii)     If neither of the remedies set forth in subparts (i)
               and (ii) of this Section 5.4.2 is exercised, Seller or Buyer
               may exercise the termination rights set forth in Article 6.

           5.4.3    Remedies After Closing.

               (i)  Preferential Rights.  After Closing, if (a) any holder of
               Preferential Rights alleges improper notice of sale, or (b)
               Seller or Buyer discover, or any third party alleges, the
               existence of additional Preferential Rights, Seller and
               Buyer will attempt to obtain waivers of those discovered or
               alleged Preferential Rights.  If Seller and Buyer are unable
               to obtain waivers of such Preferential Rights, or the third
               party ultimately establishes and exercises its rights, and
               such exercise denies the Interests to Buyer, then Buyer and
               Seller will rescind the assignment of the affected Interests
               under this Agreement, after which Seller shall pay Buyer the
               Allocated Value of the affected Interests, and Buyer shall
               immediately reassign the affected Interests to the Seller.

               (ii) Consents.  After Closing, if Seller or Buyer discover,
               or any third party alleges, the existence of additional
               Consents, Seller and Buyer will attempt to obtain waivers of
               those discovered or alleged Consents.  If Seller and Buyer
               are unable to obtain waivers of such Consents (other than
               Consents on Hydrocarbon sales, purchase, gathering,
               transportation, treating, marketing, exchange, processing
               and fractionating agreements), and such unwaived Consents
               deny the affected Interests to Buyer, then Seller and Buyer
               will rescind the assignment of the affected Interests under
               this Agreement, after which Seller shall pay Buyer the
               Allocated Value of the affected Interests, and Buyer shall
               immediately reassign the affected Interests to the Seller.
               Rescission of the assignment of the affected Interests and
               receipt of the Allocated Value of the affected Interests
               shall be Buyer's sole remedy if undiscovered or alleged
               Preferential Rights are exercised or Consents are denied
               after Closing.

     5.5   Title Defects.

        5.5.1    Definition of Title Defect.  For the purpose of this Agreement,
           a "Title Defect" shall mean any deficiency in the Interests or
           Seller's title to the Interests which results or could result
           in:
               (i)  Seller's title, as to one or more Interests, being subject
               to an outstanding mortgage, deed of trust, lien or security
               interest;

               (ii) Seller owning less than the net revenue interest shown
               on Exhibit A-1 hereto or being obligated to bear a share of
               the costs and expenses of operation greater than the working
               interest shown on Exhibit A-1 hereto without a corresponding
               increase in net revenue interest at any time after the
               Effective Date during the life of the affected Interest;

               (iii)     Seller's rights and interests being reduced at any
               time after the Effective Date during the life of the
               affected Interest by virtue of the exercise by a third party
               reversionary or back-in interest, farm-out of other than
               wellbore rights, or other similar right not reflected on
               Exhibit A1;

               (iv) any default of Seller under any Lease or other
               agreement which results or could result in the occurrence of
               (i), (ii), or (iii) of this Section 5.5.1; or

               (v)  the restriction or termination of Buyer=s right to use an
               Interest as owner, lessee, licensee or permittee, as
               applicable.

         5.5.2    Notice of Title Defects.  Upon the discovery of a Title Defect
           by Buyer, Buyer shall immediately notify Seller in writing.  Any
           such notice by Buyer shall include appropriate evidence and
           documentation to substantiate its position and shall be
           delivered to Seller on or before three (3) business days prior
           to Closing Date (the ATitle Claim Date@).  After the Title Claim
           Date, the Interests shall be deemed to be free of Title Defects
           except for those for which notice has been timely provided as
           set forth herein.  Any Title Defect which is not disclosed to
           Seller on or before the Title Claim Date shall conclusively be
           deemed waived by Buyer for all purposes except to the extent
           such Title Defect may be covered by Seller=s special warranty of
           title contained in the conveyance document delivered pursuant to
           this Agreement.

       5.5.3    Right to Cure Title Defect.  If Buyer notifies Seller of a Title
           Defect as provided in Section 5.5.2, Seller shall have the right
           but not the obligation to cure the Title Defect.  If Seller
           chooses to cure a Title Defect, Seller must cure the Title
           Defect to the reasonable satisfaction of Buyer before Closing,
           unless the Parties otherwise agree in writing.

      5.5.4    Remedies for Uncured Title Defects.  If Buyer notifies Seller of
           any Title Defect as provided in Section 5.5.2, and Seller
           refuses or is unable to cure the Title Defect before Closing,
           then Buyer and Seller will have the following rights and
           remedies with respect to the uncured Title Defects, unless the
           Parties otherwise agree in writing.

               (i)  Buyer may waive the uncured Title Defect and proceed with
               Closing.

               (ii) The Parties will attempt to agree on the value of each
               uncured, unwaived Title Defect.  If the Parties are unable
               to agree as to whether a Title Defect exists or the value
               thereof, Seller and Buyer may refer the matter to a mutually
               agreeable third party expert for determination.  The
               determination of such expert shall be binding on the
               Parties.  Seller and Buyer shall reduce the Sale Price by
               the value agreed upon by the Parties or determined by the
               expert (as applicable) of each uncured, unwaived Title
               Defect and proceed with Closing.

               (iii)     If any uncured, unwaived Title Defect reduces the
               value of the affected Interest by an amount equal to or more
               than fifty percent (50%) of the Allocated Value of that
               Interest, either Seller or Buyer may exclude the affected
               Interest from the transaction under this Agreement, in which
               case Seller and Buyer will adjust the Sale Price by the
               Allocated Value of the excluded Interest, and proceed with
               Closing as to the balance of the Interests.

5.6  Casualty Losses and Government Takings.

       5.6.1    Notice of Casualty Losses and Government Takings.  If, prior to
           the Closing Date, all or part of the Interests is damaged or
           destroyed by fire, flood, storm or other casualty (ACasualty
           Loss@), or is taken in condemnation or under the right of
           eminent domain, or if proceedings for such purposes shall be
           pending or threatened (AGovernment Taking@), Seller must
           promptly notify Buyer in writing of the nature and extent of the
           Casualty Loss or Government Taking and Seller=s estimate of the
           cost required to repair or replace that portion of the Interests
           affected by the Casualty Loss or value of the Interests taken by
           the Government Taking.

           5.6.2    Remedies for Casualty Losses and Government Takings.  With
           respect to each Casualty Loss to or Government Taking of the
           Interests, Seller and Buyer will have the following rights and
           remedies.

               (i)  If the agreed cost to repair or replace the portion of the
               Interests affected by the Casualty Loss or the agreed value
               of the Interests taken in any Government Taking is less than
               twenty-five percent (25%) of the Allocated Value of the
               Interests affected, the Sale Price will be adjusted by the
               agreed cost of the Casualty Loss or the agreed value of the
               Interests taken by the Government Taking, and the Parties
               will proceed with Closing.

               (ii) If the agreed cost to repair or replace the portion of
               the Interests affected by the Casualty Loss or the agreed
               value of the Interests taken in any Government Taking equals
               or exceeds twenty-five percent (25%) of the Allocated Value
               of the Interests affected, either Seller or Buyer may
               exclude the affected Interest from the transaction under
               this Agreement, in which case Seller and Buyer will adjust
               the Sale Price by the Allocated Value of the excluded
               Interest and proceed with Closing as to the balance of the
               Interests.

               (iii)     In addition to the remedies set forth in subparts (i)
               and (ii) of this Section 5.6.2, Seller and Buyer will have
               the termination rights in connection with Casualty Losses
               and Government Takings as set forth in Section 6.1.

       5.6.3    Insurance Proceeds and Settlement Payments.  If Seller and Buyer
           adjust the Sale Price of the Interests due to a Casualty Loss or
           Government Taking, and proceed with Closing, Seller will be
           entitled to retain (i) all insurance proceeds payable to Seller
           with respect to any such Casualty Loss, (ii) all sums paid to
           Seller by third parties by reason of any such Casualty Loss, and
           (iii) all compensation paid to Seller with respect to any such
           Government Taking.  Seller shall retain all insurance proceeds
           paid or payable on or after the Effective Date which relate to
           any Casualty Loss or Government Taking which occurred prior to
           the Effective Date.

         5.6.4    Exclusion of Ordinary Depreciation and Depletion.  Buyer will
           assume all risk and loss with respect to any change, between the
           Effective Date and the Closing Date, in the condition of the
           Interests resulting from production of Hydrocarbons through
           normal depletion (including the watering-out or sand
           infiltration of any well) and the depreciation of personal
           property through ordinary wear and tear.  None of the events or
           conditions set forth in this Section 5.6.4 will be considered a
           Casualty Loss with respect to the Interests, nor will they be
           cause for any other reduction in the Sale Price, or give rise to
           any right to terminate this Agreement.


ARTICLE 6. TERMINATION AND EFFECT OF TERMINATION.

     6.1   Right to Terminate.  If, on the Closing Date, the Sale Price is to be
     reduced as a result of uncured Title Defects, unwaived Preferential
     Rights, unobtained Consents, Environmental Conditions and/or Casualty
     Losses or Government Takings by an aggregate amount equal to or greater
     than twenty-five percent (25%) of the total unadjusted Sale Price,
     either Buyer or Seller shall have the right to terminate this Agreement,
     and thereafter neither Party will have any further rights, duties or
     obligations under this Agreement.  Either Party may exercise this right
     by notifying the other Party of its election to terminate this Agreement
     in writing no later than two (2) business days before the Closing Date.

     6.2   Effect of Termination.  The following provisions shall apply in the
     event this Agreement is terminated prior to the Closing Date.

         6.2.1    Termination by Agreement.  If this Agreement is terminated by
           the mutual agreement of the Seller and the Buyer and not as the
           result of the failure of either Party to perform its obligations
           hereunder, such termination shall be without liability of any
           Party to this Agreement or any shareholder, director, officer,
           employee, agent or representative of such party, and the Seller
           shall return the Earnest Money together with any interest
           accrued thereon to the Buyer promptly and neither Party will
           have any further rights, duties or obligations.

       6.2.2    Termination as a Result of Buyer=s Breach.  If this Agreement is
           terminated as a result of Buyer=s material breach of this
           Agreement, then Seller shall be entitled to retain the Earnest
           Money as liquidated damages and as reimbursement for Seller's
           out-of-pocket fees and expenses incurred in connection with the
           transactions contemplated by this Agreement.  The Parties hereby
           acknowledge that (i) the extent of damages to Seller occasioned
           by such breach or default or failure to proceed by Buyer would
           be impossible or extremely impractical to ascertain, (ii) that
           the amount of the Earnest Money is a fair and reasonable
           estimate of such damage, and (iii) the retention by Seller of
           the Earnest Money hereunder shall constitute Seller=s sole
           remedy with respect to Buyer=s breach of this Agreement.

         6.2.3    Termination as a Result of Seller=s Breach.  If this Agreement
           is terminated as a result of Seller=s material breach of this
           Agreement, then Seller shall return the Earnest Money together
           with any interest accrued thereon promptly, and neither Party
           shall have any further rights, duties or obligations under this
           Agreement.

           6.2.4    Termination Pursuant to Section 6.1.  If this Agreement is
           terminated pursuant to Section 6.1 hereof, then Seller shall
           return the Earnest Money together with any interest accrued
           thereon promptly, and neither Party shall have any further
           rights, duties or obligations under this Agreement.

        6.2.5    Return of Data.  If this Agreement is terminated, upon written
           request by Seller, Buyer shall return to Seller all data and
           other information delivered to Buyer by or on behalf of Seller
           in connection with the transactions contemplated in this
           Agreement.


ARTICLE 7. CONDITIONS OF CLOSING AND CLOSING.

     7.1   Conditions of Closing by Buyer.  The obligation of Buyer to close the
     transactions contemplated in this Agreement is subject to the
     satisfaction of the following conditions.

        7.1.1    Representations, Warranties and Covenants.  All representations
           and warranties of Seller contained in this Agreement shall be
           true, correct, and not misleading in all material respects, and
           Seller shall have performed and satisfied in all material
           respects all agreements and covenants required by this Agreement
           to be performed and satisfied by Seller.

       7.1.2    Consents.  Seller shall have obtained and delivered to Buyer all
           necessary consents for transfer of the Interests, except those
           which by their nature cannot be requested or obtained until
           after Closing.

           7.1.3    Lawsuits and Claims.  No suit or other proceeding shall be
           pending or threatened before any court or governmental agency
           seeking to restrain or prohibit this transaction, or to declare
           the transaction illegal, or to obtain substantial damages in
           connection with the transaction contemplated hereby.

           7.1.4    Bank Releases.  Seller shall have obtained and delivered to
           Buyer the fully executed Bank Releases.

       7.1.5    Guaranty.  Seller shall have obtained and delivered to Buyer the
           guaranty of Saba Petroleum Company, a Delaware corporation and
           parent entity of Seller, guaranteeing all of Seller=s continuing
           obligations under or pursuant to this Agreement, such guaranty
           to be in substantially the form of guaranty attached hereto as
           Exhibit L and made a part hereof for all purposes (the
           AGuaranty@).


   7.2   Conditions of Closing by Seller.  The obligation of Seller to close the
     transactions contemplated in this Agreement is subject to the
     satisfaction of the following conditions.

        7.2.1    Representations, Warranties and Covenants.  All representations
        and warranties of Buyer contained in this Agreement shall be
           true, correct, and not misleading in any and all material
           respects, and Buyer shall have performed and satisfied in all
           material respects all agreements and covenants required by this
           Agreement to be performed and satisfied by Buyer.

           7.2.2    Lawsuits and Claims.  No suit or other proceeding shall be
           pending or threatened before any court or governmental agency
           seeking to restrain or prohibit this transaction, or to declare
           this transaction illegal, or to obtain substantial damages in
           connection with the transaction contemplated hereby.

        7.2.3    Bonds and Insurance.  Seller shall have received evidence that
           Buyer has in place, effective on or before the Closing Date and
           relating to the ownership of the Interests after the Closing
           Date (i) all necessary state, federal and local bonds, and (ii)
           insurance as is reasonable and customary in the industry.

   7.3   Closing.  The Closing ("Closing") shall occur on June 11, 1999 at 9:00
     a.m. ("Closing Date"), at the offices of Seller, or on such other date
     and time or at such other location as may be agreed upon by the Parties.

     7.4   Actions to Occur at Closing.  At Closing the following actions shall
     occur.

        7.4.1    Delivery of Assignment.  Seller shall execute, acknowledge and
           deliver an Assignment and Bill of Sale substantially in the form
           and substance of Exhibit M attached hereto and made a part
           hereof for all purposes, covering all of the Interests to be
           conveyed to Buyer pursuant hereto.

         7.4.2    Delivery of Bank Releases.  Seller shall deliver to Buyer the
           fully executed Bank Releases.

        7.4.3    Delivery of Guaranty.  Seller shall deliver to Buyer the fully
           executed Guaranty.


        7.4.4    Delivery of Sale Price.  Buyer shall deliver to Seller by wire
           transfer the Sale Price as adjusted hereunder, subject to
           further adjustment after Closing as provided for herein.

         7.4.5    Change of Operatorship Forms.  Seller and Buyer shall execute
           designation of operator forms required by applicable
           conservation or regulatory agencies and notices to third party
           working interest owners of the change of ownership.

         7.4.6    Evidence of Bonds.  Buyer shall deliver to Seller evidence of
           its appropriate state and federal plugging bond, surety letter,
           or letter of credit acceptable to such authority to authorize
           Buyer's right to conduct operations.

       7.4.7    Possession of the Interests.  Seller shall, subject to the terms
           of any applicable operating agreements and to the provisions
           hereof, deliver to Buyer exclusive possession of the Interests.

       7.4.8    Letters-in-Lieu.  Seller and Buyer shall execute letters-in-lieu
           of transfer orders.

        7.4.9    Officer's Certificates.  Each Party shall deliver to the other
           Party a certificate executed by a duly authorized officer of
           such Party certifying that the representations and warranties of
           such Party contained herein are true and correct as of the
           Closing Date.

     7.5   Post-Closing Obligations.  Seller and Buyer shall have the following
     post-Closing obligations:

       7.5.1    Delivery of Records.  Seller shall provide Buyer, promptly after
           Closing, at Buyer's sole expense, any and all original maps,
           reports and other written material relating to the Interests,
           including without limitation, lease files, property records,
           contract files, operations files, copies of tax and accounting
           records and files (other than Seller=s income tax returns), well
           files, core analyses and hydrocarbon analyses, well logs, mud
           logs, core data, field studies, seismic, digital data
           (geographics data set) geological, geochemical or geophysical
           data or interpretations thereof  ("Records"); however, Seller
           shall have no obligation to provide Buyer any such data or
           information which Seller cannot legally provide Buyer because of
           third-party restrictions on Seller.  Buyer agrees to maintain
           the Records and allow Seller reasonable access thereto for a
           period of six (6) years after Closing.

       7.5.2    Recording and Filing.  Buyer, within thirty (30) days after the
           Closing Date, shall (i) record all assignments, conveyances and
           other instruments that must be recorded to effectuate the
           transfer of the Interests, (ii) file for approval with the
           applicable governmental agencies all state and federal transfer
           and assignment documents for the Interests, and (iii) file with
           the applicable government agencies all applications and other
           documents required for the transfer of permits and operatorship
           of the Interests.  Buyer shall provide Seller a recorded copy of
           each assignment, conveyance and other recorded instrument, and
           approved copies of the state and federal transfer and assignment
           documents, if any, as soon as they are available.

           7.5.3    Change of Operator Requirements. Buyer shall comply with all
           applicable laws, ordinances, rules and regulations, orders,
           terms of permits and authorizations of any governmental body
           which may have jurisdiction with respect to the Interests to be
           transferred hereunder (including, without limitation, the filing
           with such governmental bodies of any and all compliance reports,
           notices, or other compliance documents which are due after the
           Closing Date regardless of the period covered by such reports,
           notices or documents) and shall promptly obtain and maintain all
           permits and bonds required by public authorities in connection
           with the Interests.

           7.5.4    Further Assurances.  Seller and Buyer agree to execute and
           deliver from time to time such further instruments and do such
           other acts as may be reasonably necessary to effectuate the
           purposes of this Agreement.


ARTICLE 8. ASSUMED RIGHTS AND OBLIGATIONS AND INDEMNITIES.

8.1  Condition of the Interests.

           8.1.1    Oil and Gas Activities.  The Interests have been used for
           exploring, developing, producing, treating and transporting oil
           and gas.  Spills of wastes, crude oil, produced water, hazardous
           substances and other materials may have occurred in the past on
           the Leases or in connection with the Interests.  There is a
           possibility that there are currently unknown, abandoned wells,
           plugged wells, pipelines and other equipment on or underneath
           the property subject to the Interests.  Except as otherwise
           provided in this Agreement, it is the intent of Buyer and Seller
           that all liability associated with the above matters as well as
           any liability to plug or replug any and all wells located on the
           Leases in accordance with the applicable rules, regulations and
           requirements of governmental agencies be passed to the Buyer at
           Closing and that Buyer shall assume all liability for such
           matters and all  Claims related thereto.

       8.1.2    NORM.  The Interests may contain asbestos, hazardous substances,
           or NORM.  NORM may affix or attach itself to the inside of
           wells, materials and equipment as scale or in other forms;
           wells, materials and equipment located on the Leases or included
           in the Interests may contain NORM, and NORM containing material
           may have been buried or otherwise disposed of on the Leases.
           Special procedures may be required for remediating, removing,
           transporting and disposing of asbestos, NORM, hazardous
           substances and other materials from the Interests, and, except
           as otherwise provided in this Agreement, Buyer assumes all
           liability for any assessment, remediation, removal,
           transportation, and disposal of these materials and associated
           activities in accordance with the applicable rules, regulations
           and requirements of governmental agencies.

  8.2   Assumption of Obligations by Buyer.  Buyer shall, at Closing, assume and
     be responsible for and comply with all duties and obligations of Seller,
     express or implied, arising on or after the Effective Time, with respect
     to the Interests, including, without limitation, those arising under or
     by virtue of any lease, contract, agreement, document, permit,
     applicable statue or rule, regulation or order of any governmental
     authority, (specifically including, without limitation, any governmental
     request or requirement to plug, re-plug and/or abandon any well of
     whatsoever type, status or classification, remove all equipment and
     facilities, including but not limited to pipelines, pipeline laterals,
     and flowlines and any such request or requirement to remove any and all
     platforms and restore the site whether such obligation arose before, on
     or after the Effective Time, or take any clean-up or other action with
     respect to the property or premises, including hazardous waste cleanup
     costs under the Resource Conservation and Recovery Act of 1976, as
     amended, 42 U.S.C. 6901-6991 (ARCRA@), the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.
     9601-9675 (ACERCLA@), The Clean Water Act (33 U.S.C. & 466 et. seq.),
     The Safe Drinking Water Act (14 U.S.C. & 1401-1450), The Hazardous
     Materials Transportation Act (49 U.S.C. & 1401-7401 et. seq.) as
     amended, The Clean Air Act amendments of 1990, or similar laws, rules or
     regulations), excluding, however, any and all duties and obligations
     arising from or relating to (i) contractual obligations of Seller with
     respect to the Interests attributable to periods of time prior to the
     Effective Date including, without limitation, the obligation to fully
     and timely pay royalties (excluding, however, specific amounts by which
     the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v)
     and (vi) hereof), (ii) the gross negligence or willful misconduct of
     Seller during the Interim Period and (iii) the disposal offsite from the
     Interests prior to the Closing Date of any hazardous substances, wastes,
     materials and products generated by or used in connection with the
     operation of the Interests.

     8.3   Retention of Liabilities by Seller.  Seller hereby retains and shall
     remain liable and responsible for any and all duties and obligations
     arising from or relating to (i) contractual obligations of Seller with
     respect to the Interests attributable to periods of time prior to the
     Effective Date including, without limitation, (y) the obligation to
     fully and timely pay royalties and (z) all such duties and obligations
     reflected in Exhibits to this Agreement (excluding, however specific
     amounts by which the Sale Price is reduced pursuant to sub-Sections
     2.2.3(iii), (iv), (v) and (vi) hereof), (ii) the gross negligence or
     willful misconduct of Seller during the Interim Period, and (iii) the
     disposal offsite from the Interests prior to the Closing Date of any
     hazardous substances, wastes, materials and products generated by or
     used in connection with the operation of the Interests.

     8.4   General Indemnification by Buyer.  Buyer shall defend, indemnify and
     hold the Seller Indemnified Group harmless from and against any and all
     Claims for personal injury, death or damage to property or to the
     environment, or for any other relief, arising directly or indirectly
     from, or incident to (i) the use, occupation, operation, maintenance or
     abandonment of any of the Interests, or condition of the property or
     premises, whether latent or patent, and whether asserted against Buyer
     and/or any member of the Seller Indemnified Group after the Effective
     Date, whether or not any such Claims result from conditions, actions or
     inactions at or before the Effective Time; (ii) Seller=s operation of
     the Interests under Article 10 (if applicable), except to the extent
     caused by Seller=s gross negligence or willful misconduct; (iii) all
     obligations assumed by Buyer pursuant to this Article 8 or Section 9.5;
     (iv) any obligations for broker=s fees incurred by Buyer in connection
     with its purchase of the Interests; (v) any violation by Buyer of state
     or federal securities laws, or Buyer=s dealings with its partners,
     investors, financial institutions and other third parties in connection
     with the transactions contemplated under this Agreement; (vi) Buyer=s
     operation of any Interest that is reconveyed or reassigned to Seller
     pursuant to Section 5.4.3(ii) due to failure to obtain requisite
     Consents, and (vii) the specific amounts by which the Sale Price is
     reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof,
     excluding, however, any and all such Claims arising from or relating to
     (i) contractual obligations of Seller with respect to the Interests and
     attributable to periods of time prior to the Effective Date including,
     without limitation, the obligation to fully and timely pay royalties
     (excluding, however, the specific amounts by which the Sale Price is
     reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof),
     (ii) the gross negligence or willful misconduct of Seller during the
     Interim Period, and (iii) the disposal offsite from said Interests prior
     to the Closing Date of any hazardous substances, wastes, materials and
     products generated by or used in connection with the operation of the
     Interests.  With respect to any Claim Buyer may be obligated to defend
     pursuant to Buyer=s indemnification obligations contained in this
     Agreement, Seller shall have the right, but not the obligation, to
     participate fully in the defense of the Claim.

   8.5   Indemnification by Seller.  Seller shall defend, indemnify and hold the
     Buyer and Buyer=s affiliates, partners, members, shareholders,
     directors, officers, agents, representatives, consultants, advisers,
     successors and assigns (collectively, the ABuyer Indemnified Group@)
     harmless from and against any and all Claims for personal injury, death
     or damage to property or to the environment, or for any other relief,
     arising directly or indirectly from, or incident to,  (i) contractual
     obligations of Seller with respect to the Interests attributable to
     periods of time prior to the Effective Date including, without
     limitation, (y) the obligation to fully and timely pay royalties and (z)
     all such duties and obligations reflected in Exhibits to this Agreement
     (excluding, however, the specific amounts by which the Sale Price is
     reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof),
     (ii) the gross negligence or willful misconduct of Seller during the
     Interim Period, (iii) the disposal offsite from said Interests prior to
     the Closing Date of any hazardous substances, wastes, materials and
     products generated by or used in connection with the operation of the
     Interests, and (iv) any obligations for broker=s fees incurred by Seller
     in connection with its sale of the Interests.  With respect to any Claim
     Seller may be obligated to defend pursuant to Seller=s indemnification
     obligations contained in this Agreement, Buyer shall have the right, but
     not the obligation, to participate fully in the defense of the Claim.

     8.6   Environmental Indemnity and Release.  Buyer releases and forever
     discharges the Seller Indemnified Group and Buyer agrees to defend,
     indemnify and hold the Seller Indemnified Group harmless from any and
     all Claims, whether direct or indirect, known or unknown, foreseen or
     unforeseen, that may arise on account of or in any way be connected with
     the physical condition of the Interests and property or any law or
     regulation applicable thereto, including, without limitation, CERCLA,
     RCRA, The Clean Water Act (33 U.S.C. & 466 et. seq.), The Safe Drinking
     Water Act (14 U.S.C. & 1401-1450), The Hazardous Materials
     Transportation Act (49 U.S.C. & 1401-7401 et. seq.) as amended, The
     Clean Air Act amendments of 1990, and any other applicable federal,
     state or local law, regardless whether or not arising during the period
     of, or from, or in connection with Seller's ownership or use of the
     Interests, excluding, however, any and all such Claims arising from or
     relating to duties and obligations of Seller arising from or relating to
     (i) contractual obligations of Seller with respect to the Interests
     attributable to periods of time prior to the Effective Date including,
     without limitation, the obligation to fully and timely pay royalties,
     (ii) the gross negligence or willful misconduct of Seller during the
     Interim Period, and (iii) the disposal offsite from said Interests prior
     to the Closing Date of any hazardous substances, wastes, materials and
     products generated by or used in connection with the operation of the
     Interests.

     8.7   Limitations on Liabilities.  Buyer=s indemnification obligations
     contained in Sections 8.4 and 8.6 hereof, and Seller=s indemnification
     obligations contained in Section 8.5 hereof, shall continue in force and
     effect for the five (5) year period immediately following the Closing
     Date and, with respect to any indemnified Claim raised during said five
     year period, until final, unappealable resolution of said Claim.
     Neither Seller nor Buyer shall have any obligation or liability under
     this Agreement or in connection with or with respect to the transactions
     contemplated in this Agreement for (i) any breach, misrepresentation or
     noncompliance with respect to any representation, warranty, covenant or
     obligation if such breach, misrepresentation or noncompliance shall have
     been waived by the other party, (ii) any misrepresentation or breach of
     warranty if such other party had knowledge of the relevant facts at or
     before Closing, or (iii) any misrepresentation or breach of warranty if
     such other party should have known, in the exercise of reasonable
     diligence, of the relevant facts at or before Closing.

   8.8   Successors and Assigns.  The indemnities of this Article 8 shall inure
     to the benefit of Buyer and Seller and the respective affiliates,
     partners, members, officers, directors, employees, agents, successors
     and assigns of each of them.

     8.9   EXCEPT AS OTHERWISE PROVIDED HEREIN, THE INDEMNIFICATION, RELEASE AND
     ASSUMPTION PROVISIONS PROVIDED FOR IN ARTICLE 8 OF THIS AGREEMENT SHALL
     BE APPLICABLE WHETHER OR NOT THE CLAIMS IN QUESTION AROSE FROM THE
     GROSS, SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OF THE SELLER AND
     ITS EMPLOYEES AND/OR AGENTS OR ANY THIRD PARTY AND REGARDLESS OF WHO MAY
     BE AT FAULT OR OTHERWISE RESPONSIBLE UNDER ANY OTHER CONTRACT, OR ANY
     STATUTE, RULE, OR THEORY OF LAW, INCLUDING, BUT NOT LIMITED TO, THEORIES
     OF STRICT LIABILITY.  BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT
     COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.


ARTICLE 9. TAXES AND EXPENSES.

  9.1   Recording and Transfer Expenses.  Buyer shall pay all costs of recording
     and filing (i) the assignments delivered hereunder for the Interests,
     (ii) all state, federal and Indian transfer and assignment documents,
     (iii) all applications and other documents required for the transfer of
     permits and operatorship of the Interests, and (iv) all other
     instruments.
   9.2   Ad Valorem, Real Property and Personal Property Taxes.  All Ad Valorem
     Taxes, Real Property Taxes, Personal Property Taxes, and similar
     obligations (AProperty Taxes@) on the Interests are Seller=s obligation
     for periods before the Effective Date and Buyer=s obligation for periods
     on and after the Effective Date.  If Property Taxes for the current year
     have not been assessed and paid as of the Closing Date, (i) such taxes
     shall be estimated based upon the prior year=s Property Taxes, (ii) the
     Seller will reimburse the Buyer for its proportionate share of these
     estimated taxes, prorated as of the Effective Date, as a closing
     adjustment to the Sale Price, as provided in Section 2.2 of this
     Agreement, and (iii) the Buyer shall file all required reports and
     returns incident to the Property Taxes and pay the Property Taxes for
     the current tax year and subsequent periods.  If Property Taxes for the
     current tax year have been assessed and paid as of the Closing Date, the
     Buyer will reimburse the Seller for its proportionate share of these
     taxes, prorated as of the Effective Date, as a closing adjustment to the
     Sale Price, as provided in Section 2.2 of this Agreement.

  9.3   Severance Taxes.  Seller shall bear and pay all severance or other taxes
     measured by Hydrocarbon production from the Interests, or the receipt of
     proceeds therefrom, to the extent attributable to production from the
     Interests before the Effective Date.  Buyers shall bear and pay all such
     taxes on production from the Interests on and after the Effective Date.
     Seller shall withhold and pay on behalf of Buyer all such taxes on
     production from the Interests between the Effective Date and the Closing
     Date, and the amount of any such payment shall be reimbursed to Seller
     as a closing adjustment to the Sale Price pursuant to Section 2.2
     hereof.  If either Party pays taxes owed by the other, upon receipt of
     evidence of payment the nonpaying party will reimburse the paying Party
     promptly for its proportionate share of such taxes.

     9.4   Tax and Financial Reporting.

        9.4.1    IRS Form 8594.  If the Parties mutually agree that a filing of
           Form 8594 is required, the Parties will confer and cooperate in
           the preparation and filing of their respective forms to reflect
           a consistent reporting of the Allocated Values of the Interests.

       9.4.2    Financial Reporting.  Seller and Buyer agree to furnish to each
         other at Closing or as soon thereafter as practicable any and
           all information and documents reasonably required to comply with
           tax and financial reporting requirements and audits.

  9.5   Sales and Use Taxes.  Buyer shall be responsible for all sales, use and
     similar taxes applicable to the transfer of the Interests.  If Seller is
     required to pay such sales, use or similar taxes on behalf of Buyer,
     Buyer will reimburse Seller at Closing for all sale and use taxes due
     and payable on the transfer of the Interests to Buyer.  Buyer shall
     indemnify Seller and hold Seller harmless from any liability, including,
     without limitation, penalties, interest and attorneys= fees, arising out
     of Buyer=s failure to pay Seller at Closing the amount equal to all
     state and local sales and use taxes payable by Seller on the transfer of
     ownership of any tangible personal property.

     9.6   Income Taxes.  Each Party shall be responsible for its own state and
     federal income taxes, if any, as may result from this transaction.

  9.7   Incidental Expenses.  Each Party shall bear its own respective expenses
     incurred in connection with the negotiation and Closing of this
     transaction, including its own consultants= fees, attorneys= fees,
     accountants= fees, and other similar costs and expenses.


ARTICLE 10.    OPERATIONS DURING THE TRANSITION PERIOD.

   10.1  Operations by Seller.  Seller shall continue to operate that portion of
     the Interests for which Seller is the operator during the period between
     the Effective Date and 7:00 a.m., local time where the Interests are
     located, on the Closing Date, or such other date as Seller and Buyer may
     agree in writing or may be required by the applicable operating
     agreement (the AInterim Period@).  However, Seller will have no
     obligation to operate any portion of the Interests after the Interim
     Period.  Seller shall operate the Interests during the Interim Period in
     a prudent manner consistent with generally accepted industry practices
     and standards, applicable laws and regulations, and all applicable lease
     and operating agreements and other applicable agreements.  Transfer of
     operations for the Interests is controlled by the applicable operating
     agreements and governmental regulatory requirements.  Seller shall use
     its good faith efforts to assist Buyer in becoming operator of those
     Interests currently operated by Seller but shall in no event be required
     to expend funds in connection therewith.

   10.2  Buyer=s Approval.  In conducting operations during the Interim Period,
     Seller shall, except for emergency action taken in the face of serious
     risk of life, property or the environment, (i) obtain Buyer=s prior
     written approval of all expenditures and proposed contracts and
     agreements, or amendments to existing contracts and agreements relating
     to the Interests that involve individual commitments of more than
     $25,000.00 which approval shall not be unreasonably withheld; (ii)
     consult with and advise Buyer regarding all material matters concerning
     the operation, management and administration of the Interests; and (iii)
     obtain Buyer=s written approval before voting under any operating, unit,
     joint venture or similar agreement which approval shall not be
     unreasonably withheld.  Seller shall notify Buyer of any emergency
     action taken, and to the extent reasonably practicable, obtain Buyer=s
     prior approval of such actions.  However, except for emergency action
     that must be taken in the face of serious risk of life, property or
     environment, Seller will have no obligation to undertake any actions
     with respect to the Interests that are not required in the course of the
     normal operation of the Interests.

     10.3  Compensation of Seller.  Buyer will pay Seller, as provided under the
     applicable operating agreement, for Buyer=s working interest share of
     all operating expenses and other expenditures paid by Seller in
     connection with the operation of the Interests during the Interim
     Period, including overhead charges at the rate specified in the
     applicable operating agreement.  Seller will have no obligation to make
     capital expenditures or extraordinary operating expenditures in
     connection with the Interests during the Interim Period.  Additionally,
     Seller may require Buyer to prepay on a monthly basis any and all
     expenses that Seller estimates it will pay in connection with the
     operation of the Interests.  If Buyer is ultimately selected as operator
     of the Interests, Buyer will additionally reimburse Seller for the
     amounts of any unpaid operating expenses and capital expenditures of
     other working interests owners paid by Seller and attributable to
     operations during the Interim Period.  Seller will be entitled to retain
     any overhead payments received from other working interest owners and
     attributable to operations during the Interim Period.


ARTICLE 11.    MISCELLANEOUS.

  11.1  Notices.  All communications required or permitted under this Agreement
     shall be in writing and any communications or delivery hereunder shall
     be deemed to have been fully made if actually delivered, or if mailed by
     registered or certified mail, postage prepaid or by facsimile
     transmission, to the address set forth below:

               SELLER

               SABA ENERGY OF TEXAS, INC.
               1603 Southeast 19th Street
               Suite 202
               Edmond, OK  73013
               Attention: Randeep S. Grewal
               Phone: 405.340.3600
               Fax: 405.340.3691

with a copy to:

Susan M. Whalen
650 Fifth Avenue
Suite 1501
New York, NY  10211
Phone: 212.218.4680
Fax: 212.218.4679

               BUYER

               ENERVEST ENERGY, L.P.
c/o EnerVest Management Company, L.C.
1001 Fannin, Suite 1111
Houston, Texas 77002
Attention: John B. Walker
Phone: 713.659.3500
Fax: 713.659.3556

with a copy to:

Fabene Welch Talbot
Haynes and Boone, LLP
1000 Louisiana
Suite 4300
Houston, TX 77002
Phone: 713.547.2004
Fax: 713.236.5578

     11.2  Further Assurance.  After Closing, each of the Parties shall execute,
     acknowledge and deliver to the other such further instruments, and take
     such other actions as may be reasonably necessary to carry out the
     provisions of this Agreement.  However, Buyer shall assume all
     responsibility for notifying the purchaser of oil and gas production
     from the Interests, and such other designated persons who may be
     responsible for disbursing payments for the purchase of such production,
     of the change of ownership of the Interests.  Buyer shall take all
     actions necessary to effectuate the transfer of such payments to Buyer.
     After final settlement has been made in accordance with Section 2.3,
     additional proceeds received by or expenses paid by either Buyer or
     Seller on behalf of the other Party shall be settled by invoicing such
     Party for expenses paid or remitting to such other Party any proceeds
     received.

   11.3  Removal of Signs.  Seller may either remove its name and signs from the
     Seller-operated Interests or require Buyer to do so.  Buyer grants
     Seller a right of access to the Interests to remove Seller's signs and
     name from all wells, facilities and Leases, or to confirm that Buyer has
     done so.  If Seller's name or signs remain on the Interests after
     Closing, Buyer will promptly, but no later than required by applicable
     rules and regulations or thirty (30) days after Closing, whichever is
     earlier, remove all remaining signs and references to Seller and erect
     or install signs complying with applicable rules and regulations,
     including signs showing the Buyer as Operator of the Interests as
     operated by Seller.

     11.4  Securities Laws.  The solicitation of offers and the sale of the
     Interests by Seller have not been registered under any securities laws.
     Buyer represents that at no time has it been presented with or solicited
     by or through any public promotion or any form of advertising in
     connection with this transaction.  Buyer represents that it intends to
     acquire the Interests for its own benefit and account and that it is not
     acquiring the Interests with the intent of distributing fractional,
     undivided interests that would be subject to regulation by federal or
     state securities laws, and that if it sells, transfers, or otherwise
     disposes of the Interests or fractional, undivided interests, it will do
     so in compliance with applicable federal and state securities laws.

  11.5  Due Diligence.  Buyer represents that it has performed, or will perform
     prior to Closing, sufficient review and due diligence with respect to
     the Interests, which includes reviewing well-data, title, and other
     files, and performing necessary evaluations, assessments, and other
     tasks involved in evaluating the Interests, to satisfy its requirements
     completely and to enable it to make an informed decision to acquire the
     Interests under the terms of this Agreement.

  11.6  Material Factor.   Buyer acknowledges that Buyer's representations under
     Sections 11.4 and 11.5 are a material inducement to Seller to enter into
     this Agreement with, and close the sale to, Buyer.

  11.7  Press Release.  There shall be no press release or public communication
     concerning this purchase and sale by either Party, except as required by
     law, rule, regulation or order or with the consent of the Party not
     originating said release or communication.  The Parties will endeavor to
     consult each other in a timely manner on all press releases required by
     law.

     11.8  Entire Agreement.  This instrument and the exhibits hereto state the
     entire agreement between the Parties and may be supplemented, altered,
     amended, modified or revoked by writing only, signed by all Parties.
     This Agreement supersedes any prior agreements between the Parties
     concerning sale of the Interests, except that any confidentiality
     agreement shall continue as provided in Section 5.1 hereof. The headings
     are for guidance only and shall have no significance in the
     interpretations of this Agreement.

  11.9  Assignability.  This Agreement and the rights and obligations hereunder
     shall not be assignable or delegable by either Party hereto without the
     prior written consent of the other Party.  This Agreement shall inure to
     the benefit of the Parties and their respective successors and permitted
     assigns.

     11.10 Survival.  Except with respect to the representations contained in
     Sections 3.1.11 through 3.1.17 and unless otherwise expressly limited
     herein, all of the representations, warranties, and agreements of or by
     the Parties hereto shall survive the execution and delivery of the
     Assignment and Bill of Sale.  The representations contained in Section
     3.1.11 through 3.1.17 shall terminate at Closing.

  11.11 Severability.  If any provision of this Agreement is found by a court of
     competent jurisdiction to be invalid or unenforceable, that provision
     will be deemed modified to the extent necessary to make it valid and
     enforceable and if it cannot be so modified, it shall be deemed deleted
     and the remainder of the Agreement shall continue and remain in full
     force and effect.

   11.12 Counterparts.  This Agreement may be executed in counterparts, each of
     which shall constitute an original and all of which shall constitute one
     document.

     11.13 Governing Law.  This Agreement is governed by and must be construed
     according to the laws of the State of Texas, excluding any conflicts-of-
     law rule or principle that might apply the law of another jurisdiction.

   11.14 Dispute Resolution.  If a dispute arises between the Parties under this
     Agreement, other than a dispute relating to an Environmental Condition
     which shall be resolved pursuant to Section 5.3.3, and cannot be
     resolved by negotiation, the Parties agree to submit the dispute to
     mediation before resorting to litigation.  Either Party may request
     mediation of a dispute by sending a written request to the other Party.
     If either Party requests mediation of a dispute, the Parties agree to
     choose a mutually acceptable mediator, promptly begin mediation of the
     dispute, and share the costs of all mediation services equally.  Each
     Party agrees to have present at all mediation conferences at least one
     individual who has authority to settle the dispute.  Notwithstanding
     this agreement to mediate disputes, either Party may file a complaint
     for statute of limitation or venue reasons, or seek a preliminary
     injunction or other provisional judicial relief, if in its sole judgment
     such action is necessary to avoid irreparable damage or to preserve the
     status quo.  Despite any such protective action, the Parties will
     continue to try to resolve the dispute by negotiation or mediation.

     11.15 Production Imbalances.  The Sale Price does not take into account any
     gas imbalances attributable to the Interests as of the Effective Date.
     Set forth in Exhibit N attached hereto and made a part hereof for all
     purposes is a listing of all gas imbalance volumes measured in mcf and
     the aggregate net volume of overproduction or underproduction, as
     applicable, attributable to the Interests as of the Effective Date.  At
     Closing, the Purchase Price shall be adjusted, upward or downward, as
     appropriate, to reflect the value of said aggregate net volume of
     overproduction or underproduction as said volume may be adjusted prior
     to Closing in accordance with each Party=s due diligence investigation.
     The value of said aggregate net volume of overproduction or
     underproduction, as applicable, shall be the product obtained by
     multiplying $1.00 by the volume of such aggregate net overproduction or
     underproduction measured in mcf.  The Parties acknowledge that the
     imbalances assumed at Closing may be incorrect, and Buyer agrees that
     the Sale Price will not be adjusted, irrespective of any actual
     variance(s) from the assumed imbalances that may exist.  Buyer will be
     solely responsible for any liability and solely entitled to any benefit
     from production imbalances relating to the Interests from and after the
     Closing Date.

     11.16 Exhibits.  In the event of a conflict between the provisions of the
     Exhibits attached to this Agreement and the foregoing provisions of this
     Agreement, the provisions of this Agreement shall take precedence.  The
     omission of certain provisions of this Agreement from any conveyance
     delivered pursuant hereto does not constitute a conflict between this
     Agreement and said conveyance document and will not effect a merger of
     the omitted provisions.

   11.17 Amendments and Waivers.  This Agreement may not be modified or amended
     except by an instrument or instruments in writing signed by the Party
     against whom enforcement of any such modification or amendment is
     sought.  Any Party hereto may, only by an instrument in writing, waive
     compliance by the other Party hereto with any term or provision of this
     Agreement on the part of such other Party hereto to be performed or
     complied with.  The waiver by any Party hereto of a breach of any term
     or provision of this Agreement shall not be construed as a waiver of any
     subsequent breach.


BUYER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS ENTIRETY, AND
THAT IT UNDERSTANDS ALL THE PROVISIONS SET FORTH THEREIN, INCLUDING, BUT NOT
LIMITED TO, THOSE PROVISIONS LOCATED IN ARTICLE 8 WHEREIN BUYER AGREES TO
INDEMNIFY SELLER IN CERTAIN CIRCUMSTANCES EVEN THOUGH THE LOSSES, COSTS,
EXPENSES AND/OR DAMAGES MAY HAVE BEEN CAUSED BY THE GROSS, SOLE, CONCURRENT,
ACTIVE OR PASSIVE NEGLIGENCE OF THE SELLER, ITS EMPLOYEES, OR ANY THIRD PARTY
AND EVEN THOUGH THE SELLER MAY BE RESPONSIBLE FOR SUCH LOSSES, COSTS, EXPENSES
AND/OR DAMAGES UNDER ANY THEORY OF LAW, INCLUDING BUT NOT LIMITED TO STRICT
LIABILITY.

EXECUTED as of the date first above mentioned.

SELLER:

SABA ENERGY OF TEXAS, INC.



By:
Randeep S. Grewal
Chief Executive Officer

BUYER:

ENERVEST ENERGY, L.P.

By:  EnerVest  Management Company, L.C.,
Managing General Partner


By:
John B. Walker
President and Chief Executive Officer










                  PURCHASE AND SALE AGREEMENT

                            BETWEEN

                   SABA ENERGY OF TEXAS, INC.

                              AND



                     ENERVEST ENERGY, L.P.




                             DATED



                         April 21, 1999







                                                       TABLE OF CONTENTS

                                                                   Page No.


     ARTICLE 1.                             PROPERTY DESCRIPTION . . . . . . .1
     1.1                                          The Interests. . . . . .1
           1.2 Ownership of Production from the Interests Prior to the
         Effective
           Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
           1.3 Ownership of Production from the Interests After the Effective
           Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     ARTICLE 2.  CONSIDERATION. . . . . . . . . . . . . . . . . . . . . . 4
           2.1                                Sale Price . . . . . . .4
                    2.1.1                 Amount Due at Closing . . . . . . 4
                    2.1.2                  Allocated Values. . . . . . .4
                    2.1.3                       Earnest Money . . . . . 4
                    2.1.4    Identification of Acquisition Funds . . . . . . .5
           2.2                          Adjustments at Closing . . . . . .5
                    2.2.1         Preliminary Settlement Statement. . . . . . 5
                    2.2.2                Upward Adjustments. . . . . .5
                    2.2.3               Downward Adjustments. . . . . . . 6
           2.3                     Adjustments After Closing. . . . . . . 7
                    2.3.1          Final Settlement Statement. . . . . . .7
                    2.3.2    Payment of Post-Closing Adjustments . . . . . . .7
                    2.3.3        Resolution of Disputed Items. . . . . .7
           2.4                       Payment Method . . . . . . . 8
           2.5                     Principles of Accounting . . . . . . . 8
     ARTICLE 3.              REPRESENTATIONS AND WARRANTIES . . . . . . .8
           3.1                   Seller's Representations . . . . . . . 8
                    3.1.1              Corporate Authority . . . . . . . 8
                    3.1.2              Requisite Approvals . . . . . . . 8
                    3.1.3            Validity of Obligation. . . . . . 8
          3.1.4  No Violation of Contractual Restrictions. . . . . . . 9
        3.1.5      No Violation of Other Legal Restrictions. . . . . . . 9
          3.1.6                            Bankruptcy. . . . . . . 9
                    3.1.7                Broker's Fees . . . . . 9
                    3.1.8             Lawsuits and Claims . . . . . . . 9
                    3.1.9                          Permits . . . . . .9
                    3.1.10                   Tax Partnerships. . . . . . 10
                    3.1.11      Operations and Expenditures.. . . . . 10
                    3.1.12          Prepayment Contracts. . . . . . .10
                    3.1.13                      Taxes.  . . . . . 10
                    3.1.14             Call on Production. . . . . 10
                    3.1.15Status and Operation of the Leases. . . . . . . 10
                    3.1.16          Compliance with Laws. . . . . . .11
                    3.1.17       Suitability of Equipment. . . . . . . 11
                    3.1.18      Accuracy of Information Furnished . . . . .12
           3.2                      Buyer's Representations. . . . . 12
                    3.2.1              Partnership Authority . . . . . .12
                    3.2.2             Requisite Approvals . . . . . . .12
                    3.2.3            Validity of Obligation. . . . . .12
                3.2.4   No Violation of Contractual Restrictions. . . . . . .13
             3.2.       No Violation of Other Legal Restrictions. . . . . . .13
                    3.2.6                   Bankruptcy. . . . . . .13
                    3.2.7                    Broker=s Fees . . . . .13
                    3.2.8                 Lawsuits and Claims . . . . . . .13
                    3.2.9                 Securities Laws . . . . . . 13
           3.3                          Notice of Changes. . . . . .13

     ARTICLE 4.      TITLE WARRANTY; DISCLAIMER OF WARRANTIES . . . . . . 14
           4.1      Special Warranty of Title; Encumbrances. . . . . . . 14
           4.2                Condition and Fitness of the Interests . . . . .14
           4.3               Information About the Interests. . . . . . 15
           4.4                  Subrogation of Warranties. . . . . . .15

     ARTICLE 5.         DUE DILIGENCE REVIEW OF THE INTERESTS. . . . . .15
           5.1                         Access to Records. . . . . .15
           5.2           Physical and Environmental Inspection. . . . . .16
           5.3                 Environmental Assessment . . . . . . .16
                    5.3.1         Inspection and Test Results . . . . . 16
                    5.3.2    Notice of Environmental Conditions. . . . . . . 17
           5.3.3   Rights and Remedies for Environmental Conditions. . . . . 17
           5.4         Preferential Rights and Consents to Assign . . . . . 18
                  5.4.1                   Notices to Holders. . . . . 18
                    5.4.2            Remedies Before Closing . . . . .19
                    5.4.3              Remedies After Closing. . . . . .20
                         (i)         Preferential Rights. . . . . . . 20
                         (ii)                         Consents . . . . .20
           5.5                                  Title Defects. . . . . 20
                    5.5.1             Definition of Title Defect. . . . . . 20
                    5.5.2          Notice of Title Defects . . . . .21
                    5.5.3         Right to Cure Title Defect. . . . . . 21
                    5.5.4     Remedies for Uncured Title Defects. . . . . . . 22
           5.6       Casualty Losses and Government Takings.. . . . . . . 22
          5.6.1    Notice of Casualty Losses and Government Takings. . . . . 22
       5.6.2   Remedies for Casualty Losses and Government Takings . . . . . .23
           5.6.3        Insurance Proceeds and Settlement Payments. . . . . .23
          5.6.4  Exclusion of Ordinary Depreciation and Depletion. . . . . 23

     ARTICLE 6.              TERMINATION AND EFFECT OF TERMINATION. . . . . .24
           6.1                           Right to Terminate . . . . .24
           6.2                         Effect of Termination. . . . . . 24
                    6.2.1              Termination by Agreement. . . . . . . 24
       6.2.2        Termination as a Result of Buyer=s Breach . . . . . .24
              6.2.3    Termination as a Result of Seller=s Breach. . . . . .25
                    6.2.4 Termination Pursuant to Section 6.1.. . . . . . 25
                    6.2.5                Return of Data. . . . . . . 25

     ARTICLE 7.              CONDITIONS OF CLOSING AND CLOSING. . . . . 25
           7.1             Conditions of Closing by Buyer . . . . . . 25
        7.1.1  Representations, Warranties and Covenants.  . . . . . . . 25
                    7.1.2                          Consents. . . . . 25
                    7.1.3              Lawsuits and Claims . . . . . . .26
                    7.1.4                    Bank Releases . . . . .26
                    7.1.5                          Guaranty. . . . . 26
           7.2                    Conditions of Closing by Seller. . . . . . 26
             7.2.1     Representations, Warranties and Covenants . . . . . .26
                    7.2.2             Lawsuits and Claims . . . . . . .26
                    7.2.3            Bonds and Insurance . . . . . . .26
           7.3                                 Closing. . . . . .27
           7.4                         Actions to Occur at Closing. . . . . .27
                    7.4.1              Delivery of Assignment. . . . . .27
                    7.4.2         Delivery of Bank Releases . . . . . . 27
                    7.4.3          Delivery of Guaranty. . . . . . .27
                    7.4.4            Delivery of Sale Price. . . . . .27
                    7.4.5      Change of Operatorship Forms. . . . . 27
                    7.4.6                Evidence of Bonds . . . . . 27
                    7.4.7       Possession of the Interests . . . . . 27
                    7.4.8                   Letters-in-Lieu . . . . . . 27
                    7.4.9              Officer=s Certificates. . . . . .28
           7.5                    Post-Closing Obligations . . . . . . .28
                    7.5.1               Delivery of Records . . . . . . .28
                    7.5.2               Recording and Filing. . . . . . .28
                    7.5.3     Change of Operator Requirements . . . . . .28
                    7.5.4            Further Assurances. . . . . . . .29
     ARTICLE 8.     ASSUMED RIGHTS AND OBLIGATIONS AND INDEMNITIES.. . . . . .29
           8.1                  Condition of the Interests . . . . . .29
                    8.1.1                  Oil and Gas Activities. . . . . .29
                    8.1.2                           NORM. . . . . . . 29
           8.2            Assumption of Obligations by Buyer . . . . . . .30
           8.3              Retention of Liabilities by Seller . . . . . . .30
           8.4                General Indemnification by Buyer . . . . . 30
           8.5                  Indemnification by Seller. . . . . . .31
           8.6                Environmental Indemnity and Release. . . . . . .32
           8.7                 Limitations on Liabilities . . . . . .32
           8.8                       Successors and Assigns . . . . . 33

     ARTICLE 9.                             TAXES AND EXPENSES.. . . . . . . 33
           9.1                Recording and Transfer Expenses. . . . . . 33
         9.2  Ad Valorem, Real Property and Personal Property Taxes. . . . . 33
           9.3                          Severance Taxes. . . . . . .34
           9.4                    Tax and Financial Reporting. . . . . .34
                    9.4.1                       IRS Form 8594 . . . . .34
                    9.4.2               Financial Reporting . . . . . . .34
           9.5                          Sales and Use Taxes. . . . . . . 34
           9.6                                Income Taxes . . . . . 35
           9.7                         Incidental Expenses. . . . . . . 35
     ARTICLE 10.         OPERATIONS DURING THE TRANSITION PERIOD. . . . . . . 35
           10.1                     Operations by Seller . . . . . . 35
           10.2                           Buyer=s Approval . . . . . .35
           10.3                        Compensation of Seller . . . . . 36
 ARTICLE 11.                                    MISCELLANEOUS. . . . . 36
           11.1                                   Notices. . . . . .36
           11.2                             Further Assurance. . . . . .37
           11.3                             Removal of Signs . . . . . .38
           11.4                            Securities Laws. . . . . . .38
           11.5                                  Due Diligence. . . . . 38
           11.6                              Material Factor. . . . . . .38
           11.7                                 Press Release. . . . . 38
           11.8                          Entire Agreement . . . . . .Page 39
           11.9                           Assignability. . . . . Page 39
           11.10                             Survival . . . . .Page 39
           11.11                              Severability . . . . . Page 39
           11.12                        Counterparts . . . . . Page 39
           11.13                            Governing Law. . . . . Page 39
           11.14                         Dispute Resolution . . . . .Page 39
           11.15                       Production Imbalances. . . . . . Page 40
           11.16                            Exhibits . . . . .Page 40
           11.17                  Amendments and Waivers . . . . . Page 40




                             LIST OF EXHIBITS


Exhibit A-1    Description of Interests

Exhibit A-2    Description of Leases

Exhibit B Equipment

Exhibit C Easements, Rights-of Way, Licenses, Permits, etc.

Exhibit D Contracts

Exhibit E Liens, Mortgages and Other Encumbrances Affecting the Leases

Exhibit F Allocated Values

Exhibit G Suspense Accounts

Exhibit H Lawsuits and Claims

Exhibit I Unpaid Operating Costs

Exhibit J Compliance With Laws

Exhibit K Preferential Purchase Rights and Consents to Assign

Exhibit L Guaranty of Saba Petroleum Company

Exhibit M Form of Assignment, Bill of Sales and Conveyance

Exhibit N Production Imbalances