EXHIBIT 10.2
                           PURCHASE AND SALE AGREEMENT

     This Purchase and Sale Agreement (the "Agreement") is made and entered into
as of the 20th day of June, 2002, by and between SUE-ANN Operating, L.C.
("Seller"), a Texas limited liability corporation, whose address is P. 0. Box
3910, Victoria, Texas 77903-3910, and Whittier Energy Company ("Buyer"), a
Nevada corporation, whose address is 7770 El Camino Real, Carlsbad, California
92009.

                              W I T N E S S E T H:

     WHEREAS, Seller owns interests in certain producing properties, and related
facilities, equipment and contractual rights, located in the Big Wells Field
area, Dimmit County Texas, which are more completely described in this
Agreement; and

     WHEREAS, Seller desires to sell, and Buyer desires to purchase, such
properties, facilities, equipment and contractual rights as herein provided.

     NOW, THEREFORE, in consideration of the premises, Seller and Buyer agree as
follows:

1.   Sale and Purchase. Subject to the terms and conditions and for the
consideration herein set forth, Seller agrees to sell and deliver to Buyer, and
Buyer agrees to purchase, receive, pay for and accept from Seller at the
Closing, as defined in Section 6.1, but effective as of 7:00 a.m. on June 1,
2002 (the "Effective Date"), all of Seller's right, title and interest in and to
the following properties, all of which are in, or related to, the Big Wells
Field area, Dimmit County, Texas (the "Properties"):

     1.1 Oil and Gas Properties. The oil and gas properties described on Exhibit
"A" attached hereto, regardless of whether such properties are in the nature of
fee interests, leasehold interests, licenses, concessions, working interests,
farmout rights, royalty, overriding royalty or other non-working or carried
interests, operating rights or other mineral rights of every nature in all
properties and lands pooled, unitized, communitized or consolidated with such
properties (the "Oil and Gas Properties").

     1.2 Wells. All oil, condensate or natural gas wells, water wells and
injection wells, regardless of whether located on the Oil and Gas Properties or
held for use in connection with the Oil and Gas Properties, and regardless of
whether producing, operating, shut-in or temporarily or permanently abandoned
(the "Wells"), all as more fully described on Exhibit "A".

     1.3 Gas Gathering System. All gas gathering and pipeline facilities and
appurtenances thereto (the "Gas Gathering System") located in the Big Wells
Field area and which are used or available for use to handle gas produced from
the Wells.

     1.4 Surface Contracts. All leases, easements, privileges, right-of-way
agreements, licenses or other agreements relating to the use or ownership of
surface or subsurface properties used in connection with operations on or of the
Oil and Gas Properties, the Wells or the Gas Gathering System (the "Surface
Contracts"), all as more fully described on Exhibit "A".

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     1.5 Equipment. All physical facilities or interests therein, including but
not limited to platforms, tanks and tank batteries, gas plants, disposal
facilities, storage facilities, buildings, structures, field separators and
liquid extractors, compressors, pumps, pumping units, valves, fittings,
machinery and parts, engines, boilers, meters, implements, tools, appliances,
cables, wires, towers, casing, tubing and rods, wellheads, Christmas trees,
pumping units, gas treating or processing facilities, compression facilities,
field offices and the furniture and fixtures contained therein, and all other
fixtures and equipment of every type and description, excluding vehicles, to the
extent that the same are used or held for use in connection with the operation
of the Oil and Gas Properties, the Wells or the Gas Gathering System (the
"Equipment").

     1.6 Contracts. All contracts, commitments, agreements or arrangements that
relate to the Oil and Gas Properties, the Wells, the Gas Gathering System, the
Surface Contracts or the Equipment, including the production, storage,
treatment, gathering, transportation, processing, purchase, sale or other
disposal of substances therefrom or in connection therewith (the "Contracts"),
all as more fully described on Exhibit "A".

     1.7 Reservation of Oil and Gas Produced Prior to the Effective Date. Seller
specifically reserves and excepts from this Agreement all oil in tanks above the
pipeline connections as of the Effective Date, and said oil shall remain the
property of Seller and shall be sold for the account of Seller. All gas produced
and the proceeds of gas produced prior to the Effective Date shall likewise not
be a part of this Agreement but shall remain the property of Seller. At its sole
option and election, Seller shall either account for the ending oil tank
inventories at the Closing and receive payment therefor from Buyer at the value
provided in the next succeeding sentence, or shall invoice Buyer for the ending
oil tank inventories at such value and Buyer shall pay such invoice within ten
days of receipt. Seller shall value the ending oil inventory, and Buyer agrees
to pay Seller, based on the value Seller would have received if the oil had been
sold to Seller's oil purchaser on the Effective Date.

2.   Purchase Price.

     2.1 Basic Amount. The purchase price for the Properties shall be $1,650,000
(the "Purchase Price"). There will be no adjustment to the Purchase Price except
as provided in Sections 1.7, 2.2, 2.3, 10 and 12.4.

     2.2 Price Adjustment. The Purchase Price shall be adjusted if valid title
objections raised by Buyer are not cured by Seller or waived by Buyer in
accordance with the terms of this Agreement. If neither occurs, the Properties
with objectionable title shall be excluded from the sale, and the Purchase Price
shall bell adjusted based on the value allocations set forth in Exhibit "A"
attached hereto. If the parties cannot mutually agree upon the total adjustment,
then either party may terminate this Agreement within 5 days prior to the
Closing without further liability to the other; provided, however, that
immediately upon such termination, Seller shall return the Earnest Money to
Buyer.

     2.3 Closing Statement. Not less than one business day before the Closing
Date, as hereinafter defined, Seller shall deliver to Buyer a statement (the
"Closing Statement") setting forth any credits or offsets to which either party
is entitled under the provisions of this Agreement. The Closing Statement shall
be prepared in accordance with customary accounting principles used in the oil
and gas industry and shall cover the transactions during the Closing Period as
if the Closing Period were a separate and distinct accounting period. Seller
shall invoice Buyer for any items of cost or expense paid by Seller and not
included in the Closing Statement if such items of cost or expense are
obligations of Buyer pursuant to Section 10.3 or other provisions of this
Agreement, and Buyer shall pay such invoice within ten days of receipt.

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3.   Earnest Money. Contemporaneously with the execution of this Agreement,
Buyer shall pay and deliver to Seller, by Cashier's Check, or bank wire
transfer, an amount as Earnest Money equal to five percent of Purchase Price.
Said Earnest Money will be deducted from the Purchase Price at the time of the
Closing for the purpose of determining the funds owed by Buyer at the Closing.

4.   Information and Access. Seller shall give Buyer and Buyer's authorized
representatives, at any reasonable time before Closing, access free of cost (i)
to the Wells, Gas Gathering System and Equipment included in the Properties for
the purpose of inspecting same at Buyer's sole risk, and (ii) to all geological,
geophysical, production, engineering and other technical data and records, and
to all contracts, land and lease records, to the extent such data and records
are in Seller's possession or control and relate to the Properties. NO WARRANTY
OF ANY KIND IS MADE BY SELLER AS TO THE INFORMATION SO SUPPLIED, AND BUYER
AGREES THAT ANY CONCLUSIONS MADE FROM SUCH INFORMATION SHALL BE THE RESULT OF
ITS OWN INDEPENDENT REVIEW AND JUDGMENT.

5.   Title. At Closing, Seller will warrant that title to the Oil and Gas
Properties, the Wells and the Gas Gathering System will be free and clear of
claims, liens and encumbrances arising from acts done by, through or under
Seller, but not otherwise (the "Limited Warranty"). Except for such Limited
Warranty, Buyer will be solely responsible for investigating and determining the
quality of Seller's title to the Properties. In the event a Title Defect, as
herein defined, is determined to exist, the parties hereto will proceed as
follows:

     5.1 Definition of Title Defect. For the purpose of this Agreement, the term
"Title Defect" means one or more deficiencies to the title to the Oil and Gas
Properties, the Wells or the Gas Gathering System (the 'Warranted Properties")
in one or more of the following respects, to-wit:

     (a)  Seller's title at the Closing Date, as to one or more interests
          comprising the Warranted Properties, is subject to an outstanding
          mortgage, deed of trust, lien, encumbrance, (except as listed on
          Exhibit A) or other adverse claim; or

     (b)  Seller owns less than th4 net revenue interests shown for the Oil and
          Gas Properties and Wells listed on Exhibit "A" attached hereto; or

     (c)  Seller's rights and interests to the Warranted Properties are subject
          to being reduced by the exercise by a third party of a reversionary,
          back-in, preferential or other similar right; or

     (d)  Seller is in default under or has breached some material provision of
          a lease, farmout agreement or other contract or agreement affecting
          the Warranted Properties.

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     5.2 Notice of Title Defects. If Buyer discovers a Title Defect affecting
the Properties, Buyer shall notify Seller in writing prior to the Closing Date.
Such notice from Buyer to Seller shall include a notice letter from Buyer's
counsel substantiating said defects. Any matters that may otherwise constitute a
Title Defect but that are not specifically raised in writing by Buyer prior to
the Closing Date, and which are not covered by the Limited Warranty, shall be
deemed to have been waived by Buyer.

     5.3 Remedies For Title Defects. At its sole option, Seller may have thirty
days from and after the date it receives written notice from Buyer of a Title
Defect within which to try to cure the Title Defect. If necessary, Seller, at
its sole option, may extend the Closing Date for a thirty day period. In the
event that any Title Defect is not cured on or before the Closing Date, or the
extended Closing Date if applicable, Buyer may, at its sole option, either (i)
waive the Title Defect and close on the Properties or (ii) terminate this
Agreement by giving written notice of termination to Seller. In the event of
termination as provided for in this Section 5.3, Seller shall return to Buyer
the sums of money paid by Buyer to Seller as Earnest Money pursuant to Section 3
hereof. The return of funds from Seller to Buyer shall be in complete
satisfaction and accord of any and all claims Buyer may have against Seller, and
Buyer waives any other claims or causes of action, at law or in equity, that it
might have against Seller arising out of or connected with a Title Defect.
Following termination and the return by Seller of the Earnest Money to Buyer,
neither party shall have any further obligation or liability to the other under
this Agreement.

6.   Closing.

     6.1 Place, Time and Documents. The Closing shall be held on or before July
18, 2002 (the "Closing Date"), at 9:00 a.m. at the offices of Seller at 1908 N.
Laurent Street, Suite 250, Victoria, Texas, or at such other time and place as
Seller and Buyer may mutually agree in writing, subject to the extension
provided in Section 5.3. At the Closing the following will occur:

     (a)  Seller shall execute, acknowledge and deliver an Assignment and Bill
          of Sale, substantially in the form and substance of Exhibit "B"
          attached hereto, covering all of the Properties.

     (b)  Buyer shall deliver to Seller by either cashier's check or wire
          transfer of cash the balance of the Purchase Price (as adjusted in
          accordance with the terms of this Agreement) and all other amounts to
          be paid to Seller pursuant to the provision hereof.

     (c)  Seller and Buyer shall execute P-4 forms for all wells operated by
          Seller as required by the Railroad Commission of Texas (the "TRC") to
          effect a change of status of operator for the Properties. Buyer and
          Seller will cooperate in filing the P-4 forms with the TRC immediately
          after the Closing.

     (d)  With respect to any inactive, unplugged well that is located on the
          premises that form a part of the subject matter of this Agreement and
          that is disclosed in writing by Seller to Buyer on or before the date
          of this Agreement, then on or before the Closing Date Buyer shall
          furnish Seller with an executed application for an extension to the
          well plugging requirements of the TRC's Statewide Rule 14(b)(2) and a
          letter of credit or evidence of bond acceptable to the TRC to include
          all such inactive, unplugged wells.

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     (e)  If requested by Buyer, Seller shall deliver letters-in-lieu of
          transfer orders addressed to each purchaser of oil and gas produced
          from the Oil and Gas Properties.

     (f)  Seller shall deliver the originals (or copies where originals do not
          exist in Sellers files) of all files, documents, data and information
          in Seller's possession or control concerning the Properties.

     (g)  Seller shall deliver to Buyer exclusive possession of the Properties.

     6.2 Conditions of Closing. The following conditions must be satisfied or
waived before the respective party has an obligation to complete the Closing
contemplated herein.

     (a)  Buyer's Conditions. The obligations of Buyer at Closing are subject,
          at the option of Buyer, to the reasonable satisfaction prior to
          Closing of the following conditions:

          (i)  The representations and warranties of Seller contained herein
               shall have been true in all material respects when made and shall
               be true in all materials respects at and as of the Closing Date
               as though such representations and warranties were made at and as
               of the Closing Date.

          (ii) All matters and instruments to be delivered at the Closing by
               Seller are available complete in effective form for delivery at
               Closing.

          (iii) Seller shall have performed and satisfied all matters,
               undertakings and agreements required by this Agreement to be
               performed and satisfied by Seller at or prior to Closing.

          (iv) Buyer shall not have terminated this Agreement pursuant to its
               option provided in Section 5.3 hereof.

          (v)  Buyer shall not have terminated this Agreement pursuant to its
               option provided in Section 12.4 hereof.

          (vi) Seller shall deliver to Buyer evidence that the Required Consent
               (as defined in Section 7(j) below) has been obtained.

          (vii) Buyer shall have obtained, and be reasonably satisfied with the
               results of, a third party environmental evaluation and audit of
               the Properties.

          (viii) After the date of this Agreement and prior to the Closing,
               there shall not have been any material adverse change in the
               condition of the Properties.

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     (b)  Seller's Conditions. The obligations of Seller at Closing are subject,
          at the option of Seller, to the reasonable satisfaction prior to
          Closing of the following conditions.

          (i)  The representatives and warranties of Buyer contained herein
               shall have been true in all material respects when made and shall
               be true in all material respects at and as of the Closing Date as
               though such representations and warranties were made at and as of
               the Closing Date.

          (ii) All matters and instruments to be delivered at the Closing by
               Buyer are available and complete in effective form for delivery
               at Closing.

          (iii) Buyer shall have performed and satisfied all matters,
               undertakings and agreements required by this Agreement to be
               performed and satisfied by Buyer at or prior to Closing.

          (iv) Seller shall not have terminated this Agreement pursuant to its
               option provided in Section 12.4 hereof.

7.   Seller's Representations and Warranties. Seller represents and warrants to
Buyer that:

     (a)  Seller has all requisite power and authority to enter into and perform
          this Agreement and to convey the Properties to Buyer on the terms
          described in this Agreement and to perform all obligations undertaken
          in this Agreement.

     (b)  The consummation of this Agreement will not violate or conflict with
          any governmental order, judgment or decree applicable to Seller.

     (c)  This Agreement has been duly executed and delivered on behalf of
          Seller, and at the Closing, all documents and instruments required
          hereunder to be executed and delivered by Seller will be duly
          authorized, executed and delivered.

     (d)  The Oil and Gas Properties are not overproduced under State
          allowables; there are no imbalances in gas production with other
          working interest owners and no quantities of gas have been paid for,
          but not taken by gas purchasers; there is no existing obligation to
          make up gas for the account of any other person or for cash refunds
          due for any imbalance; Seller has not received any prices that are
          subject to refund.

     (e)  Seller is not in material breach of any leases or other contracts and
          agreements affecting the Properties.

     (f)  The Equipment in the aggregate is in reasonable working condition.

     (g)  The Properties are free and clear of all past or presently asserted
          litigation which is pending or threatened as of the Closing Date.

     (h)  Seller has complied in all material respects with all laws, rules,
          regulations, ordinances, codes and orders ("Laws") affecting or
          relating to any of the Properties, including, without limitation all
          Laws affecting or relating to the plugging and abandonment of wells
          located on the lands included in or covered by the Properties.

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     (i)  No party is entitled to a right of first refusal or preferential right
          to purchase or similar right with respect to any of the Properties.

     (j)  Except for the consent of the lessor under the lease described in
          Exhibit "A" (the "Required Consent"), there is no consent, waiver or
          other prior action of any third party required in connection with the
          consummation of the transactions contemplated by this Agreement.

     (k)  To the best of Seller's knowledge, there are no unpaid invoices for
          services provided or materials furnished which relate to the
          Properties and which are attributable to the period before the
          Effective Date.

     (l)  The documents and agreements set forth in Exhibit "A" constitute all
          contractually binding arrangements to which the Properties may be
          subject and which will be binding on the Properties or Buyer after
          Closing.

     (m)  All ad valorem, property and similar taxes and assessments based on or
          measured by the ownership of the Properties for all years prior to
          2002 have been properly paid.

     (n)  There are no bankruptcy, reorganization or similar proceedings
          pending, being contemplated by, or threatened against Seller.

     (o)  To Seller's knowledge, no actions have been taken, no events have
          occurred and no conditions exist or have existed with respect to or
          affecting the Properties which will or could result in any material
          liability or expense to Seller (or Buyer after Closing) (1) for costs
          recoverable under any federal, state, or local laws, regulations or
          orders, to remedy environmental contamination, (2) for damages to
          persons or property resulting from environmental contamination, or (3)
          incurred in responding to, defending or participating in any
          governmental or regulatory proceeding relating to alleged
          environmental contamination.

     The representations and warranties set forth herein shall survive the
Closing for a period of one year.

8.   Buyers Representations and Warranties. Buyer represents and warrants to
Seller that:

     (a)  Buyer has all requisite power and authority to enter into this
          Agreement to purchase the Properties on the terms described in this
          Agreement and to perform all obligations undertaken in this Agreement.

     (b)  The consummation of this Agreement will not violate or conflict with
          any governmental order, judgment or decree applicable to Buyer.

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     (c)  This Agreement has been duly executed and delivered on behalf of
          Buyer, and at the Closing, all documents and instruments required
          hereunder to be executed and delivered by Buyer will be duly
          authorized, executed and delivered.

     The representations and warranties set forth herein shall survive the
Closing for a period of one year.

9.   LIABILITIES AND INDEMNITIES. AS USED IN THIS SECTION 9, THE WORD "CLAIMS"
INCLUDES CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, DAMAGES, PENALTIES AND
JUDGMENTS OF ANY KIND OR CHARACTER AND ALL COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEY'S FEES AND COURT COSTS INCURRED IN DEFENDING AGAINST SAME OR
TO ENFORCE A PARTYS OBLIGATION TO INDEMNIFY AGAINST SAME, IN CONNECTION
THEREWITH.

     (a)  EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9(C), 9(D) AND (E) BELOW,
          FROM AND AFTER THE CLOSING DATE, BUYER SHALL ASSUME, BE RESPONSIBLE
          FOR AND COMPLY WITH ALL DUTIES AND OBLIGATIONS OF SELLER, EXPRESS OR
          IMPLIED, WITH RESPECT TO THE PROPERTIES INCLUDING, WITHOUT LIMITATION,
          THOSE ARISING UNDER OR BY VIRTUE OF ANY LEASE, ASSIGNMENT OF LEASE,
          CONTRACT, AGREEMENT, DOCUMENT, PERMIT, APPLICABLE STATUTE 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, OR TO TAKE ANY CLEAN-UP, POLLUTION, ENVIRONMENTAL, OR
          OTHER ACTION WITH RESPECT TO THE PROPERTIES, AND SHALL DEFEND,
          INDEMNIFY AND HOLD SELLER AND ITS PARENT, AFFILIATES, SUBSIDIARIES,
          DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND CONTRACTORS HARMLESS FROM
          ANY AND ALL CLAIMS IN FAVOR OF ANY PERSON OR ENTITY (INCLUDING WITHOUT
          LIMITATION EMPLOYEES OF BUYER) IN CONNECTION THEREWITH REGARDLESS OF
          WHEN THE DUTY OR OBLIGATION AROSE.

     (b)  EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9(C), 9(D) AND 9(E) BELOW,
          BUYER SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD
          SELLER AND ITS PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS,
          AGENTS, EMPLOYEES AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS
          ARISING, DIRECTLY OR INDIRECTLY IN FAVOR OF ANY PERSON OR ENTITY
          (INCLUDING WITHOUT LIMITATION EMPLOYEES OF BUYER AND GOVERNMENTAL
          ENTITIES) OUT OF OR IN CONNECTION WITH THE OPERATIONS ON OR PERTAINING
          TO THE PROPERTIES AFTER THE CLOSING DATE FOR PERSONAL INJURY OR DEATH
          OR DAMAGE TO PROPERTY, OR FOR ANY OTHER RELIEF (INCLUDING CLAIMS
          RELATED TO POLLUTION OR ENVIRONMENTAL HAZARDS AND LIABILITIES ARISING
          PRIOR TO OR AFTER THE CLOSING DATE), ARISING DIRECTLY OR INDIRECTLY
          FROM, 0: INCIDENT TO, THE USE, OCCUPATION, OPERATION, MAINTENANCE OR
          ABANDONMENT OF ANY PART OR ALL OF THE PROPERTIES, WHETHER LATENT OR
          PATENT, AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE SOLE OR
          CONCURRENT NEGLIGENCE, FAULT BY STATUTE, RULE OR REGULATION, STRICT
          LIABILITY, OR OTHER FAULT OF SELLER OR ITS PARENT, AFFILIATES,
          SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS
          AND ASSERTED AGAINST BUYER AN:!D/OR SELLER (OR SELLER'S PARENT,
          AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR
          CONTRACTORS).

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     (c)  SELLER SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND
          HOLDBUYER AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS,
          PARTNERS, AGENTS, EMPLOYEES, AND CONTRACTORS HARMLESS FROM ANY AND ALL
          CLAIMS ARISING DIRECTLY OR INDIRECTLY IN FAVOR OF ANY PERSON OR ENTITY
          (INCLUDING, WITHOUT LIMITATION, EMPLOYEES OF SELLER AND GOVERNMENTAL
          ENTITIES) OUT OF OR IN CONNECTION WITH (i) THE OPERATIONS ON OR
          PERTAINING TO THE PROPERTIES PRIOR TO THE CLOSING DATE FOR PERSONAL
          INJURY OR DEATH OR DAMAGE TO PROPERTY (EXCLUDING CLAIMS RELATED TO
          POLLUTION OR ENVIRONMENTAL HAZARDS AND LIABILITIES WHICH ARE COVERED
          BY THE PROVISIONS OF SECTIONS 9(A), (B), (D) and (E) HEREOF), ARISING
          DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION,
          OPERATION, MAINTENANCE OR ABANDONMENT OF ANY PART OR ALL OF THE
          PROPERTIES, WHETHER LATENT OR PATENT, AND WHETHER ARISING FROM OR
          CONTRIBUTED TO BY THE SOLE OR CONCURRENT NEGLIGENCE, FAULT BY STATUTE,
          RULE OR REGULATION, STRICT PABILITY, OR OTHER FAULT OF SELLER OR ITS
          PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS,
          EMPLOYEES OR CONTRACTORS AND ASSERTED AGAINST BUYER AND/OR SELLER (OR
          BUYER'S PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS,
          EMPLOYEES OR CONTRACTORS), AND (ii) THE PRODUCTION OR SALE OF
          HYDROCARBONS FROM THE PROPERTIES OR INVOLVING THE PROPER ACCOUNTING OR
          PAYMENT TO PARTIES FOR THEIR INTERESTS THEREIN, INSOFAR AS SUCH CLAIMS
          RELATE TO PERIODS: OF TIME PRIOR TO THE CLOSING DATE. BUYER SHALL BE
          RESPONSIBLE FOR ALL OF SAID TYPES OF CLAIMS UNDER CLAUSE (ii) INSOFAR
          AS THEY RELATE TO PERIODS OF TIME FROM AND AFTER THE CLOSING DATE, AND
          BUYER SHALL DEFEND INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL
          OF SUCH CLAIMS.

     (d)  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 9,
          BUYER DOES NOT ASSUME ANY LIABILITY FOR (OR INDEMNIFY SELLER FOR) ANY
          PERSONAL INJURY, WRONGFUL DEATH OR DAMAGE TO PERSONS ARISING OUT OF
          ANY EVENT OR CONDITION (INCLUDING, WITHOUT LIMITATION, ANY POLLUTION
          OR ENVIRONMENTAL CONDITION) EXISTING PRIOR TO CLOSING.

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     (e)  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 9,
          SELLER AGREES TO ACCEPT AND BE RESPONSIBLE FOR, FULFILL, PAY AND
          DISCHARGE, AND DEFEND, INDEMNIFY AND HOLD BUYER HARMLESS FROM, ANY
          CLAIMS RELATING TO POLLUTION OR ENVIRONMENTAL HAZARDS AND
          ENVIRONMENTAL LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE
          PROPERTIES WHICH ARE ATTRIBUTABLE TO THE PERIOD PRIOR TO THE EFFECTIVE
          DATE SO LONG AS BUYER DELIVERS NOTICE TO SELLER OF THE EXISTENCE OR
          ASSERTION OF SUCH CLAIMS, AND AS EVIDENCED BY A FORMAL CLAIM,
          COMPLAINT OR ACTION BY A STATE OR FEDERAL ENTITY OR COURT OF
          JURISDICTION OR ANY CONDITIONS, EVENTS OR CIRCUMSTANCES WHICH BASED
          UPON A WRITTEN REPORT FROM A REPUTABLE THIRD PARTY ENVIRONMENTAL
          CONSULTING FIRM COULD REASONABLY BE EXPECTED TO RESULT IN SUCH A
          FORMAL CLAIM, COMPLAINT OR ACTION.

     (f)  ALL AGREEMENTS AND INDEMNITIES SET FORTH IN THIS SECTION 9 SHALL
          SURVIVE THE EXECUTION AND DELIVERY OF THE ASSIGNMENTS AND BILLS OF
          SALE CONTEMPLATED HEREBY AND THE CLOSING FOR A PERIOD OF SIX (6)
          MONTHS FROM CLOSING AND SHALL BE LIMITED TO THE PURCHASE PRICE AS
          PROVIDED FOR HEREIN.

10.  Closing Adjustments.

     10.1 Apportionment of Property Taxes. All ad valorem taxes, real property
taxes and similar obligations (the "Taxes") with respect to the tax period in
which the Effective Date occurs ("current tax period") shall be apportioned
between Seller and Buyer as of 12:00 a.m. Central Time on the Effective Date
based on the immediately preceding tax period assessment. Buyer shall receive a
credit at Closing for the amount of such Taxes owed by Seller for that portion
of the current tax period prior to the Effective Date. Buyer shall pay, and
defend and hold Seller harmless with respect to payment of, all Taxes on the
Properties for the current tax period and thereafter, together with any interest
or penalties assessed thereon.

     10.2 Sales of Production. All proceeds, including proceeds held in suspense
or escrow, from the sale of production actually produced by Seller prior to the
Effective Date attributable to the Properties shall belong to Seller. All
proceeds from the sale of production actually produced, sold and delivered on
and after the Effective Date attributable to the Properties shall belong to
Buyer. Seller shall deliver to Buyer a listing of all suspended or escrowed
revenues and agrees to hold Buyer harmless against any liabilities which may
arise as a result of the suspension or escrowing of such funds prior to the
Effective Date. In addition, all oil, condensate and/or liquid hydrocarbons in
storage above the pipeline connection shall be gauged and all gas meter charts

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shall be replaced on the Effective Date with Buyer having the right to have a
representative present. Adjustments for oil in tanks as of the Effective Date
will be made in accordance with Section 1.7, If either party comes into
possession after the Closing Date of proceeds due the other party as allocated
hereunder, the party receiving the proceeds shall immediately pay such proceeds
to the other party. Buyer hereby consents and agrees to any prices received by
Seller for the sale of the production during the period between the Effective
Date and the Closing Date.

     10.3 Operating Costs. Except as otherwise specifically provided in this
Agreement, all costs, expenses and obligations relating to the operation of the
Properties which accrue prior to the Effective Date shall be paid and discharged
by Seller, and all costs, expenses and obligations relating to the operation of
the Properties which accrue after the Effective Date shall be paid and
discharged by Buyer. After the Closing Date, Seller will pay only that portion
of invoices received that are applicable to work performed or material received
in the period prior to the Closing Date; other charges and invoices will be
returned to the vendor for rebilling to Buyer. Similarly, after the Closing
Date, Buyer will pay only that portion of invoices received that are applicable
to work performed or material received in the period subsequent to the Closing
Date; other charges and invoices will be returned to the vendor for rebilling to
Seller. Appropriate adjustments will be made at the Closing. If either party
pays any costs, expenses or obligations allocated hereunder to the other party
and the parties do not have adequate information on which to make adjustments
therefor at the Closing, then the other party shall promptly reimburse the
paying party therefor upon receipt of the paying party's invoice.

     10.4 Accounts Receivable. Seller shall retain all rights and obligations
regarding outstanding accounts receivable pertaining to the Properties for
periods prior to the Effective Date. In the event Seller is unsuccessful in
collecting all or any portion of said receivables, Seller shall so advise Buyer
and Buyer shall reasonably cooperate with Seller in attempting to collect the
receivables.

11.  Taxes.

     11.1 Sales Tax. The Purchase Price provided for herein excludes any sales
taxes or other taxes levied or assessed in connection with the sale of the
Properties pursuant to this Agreement because the parties believe that this sale
is exempt from such taxes. If a determination is ever made that a sales tax or
other transfer tax applies, Buyer shall be solely liable for such tax as well as
any applicable conveyance, transfer and recording fees, and real estate transfer
stamps or taxes imposed on any transfer of property pursuant to this Agreement.
Buyer shall defend, indemnify and hold Seller harmless with respect to the
payment of such taxes, if any, including any interest or penalties assessed
thereon.

     11.2 Production Taxes. All taxes, other than ad valorem and income taxes,
which are imposed on or with respect to the production of oil, natural gas or
other hydrocarbons or minerals or the receipt of proceeds therefrom, including,
but not limited to, severance, production, excise and windfall profit taxes,
shall be apportioned between the parties based upon the respective shares of
production taken by the parties. Payment or withholding of all such taxes which
accrue from and after the Effective Date and the filing of all statements,
returns and documents incident thereto shall be the responsibility of Buyer.

12.  Subsequent Operations.

                                       11
<PAGE>

     12.1 Major Activities. After the execution of this Agreement and prior to
the delivery of the Properties to Buyer, Seller shall not, without Buyer's prior
written consent, propose or conduct any operation for the drilling, completing,
reworking, re-completing, sidetracking, deepening, plugging back or plugging and
abandoning of any Well included in the Properties except in the case of an
emergency.

     12.2 Routine Operations. As to the Properties it now operates, Seller shall
continue to operate the same until the Closing Date, when such operation shall
be turned over to, and shall become the responsibility of, Buyer; provided,
however, Buyer shall bear all costs thereof accruing after the Effective Date in
accordance with other provisions of this Agreement.

     12.3 Standard of Care. In all of its operations after execution of this
Agreement, Seller shall exercise the same standard of care as an ordinary
prudent operator would exercise under the same or similar circumstances.

     12.4 Casualty Loss. If prior to the Closing Date any facility or equipment
included within the Properties is damaged or destroyed by fire, flood, storm or
other casualty ("Casualty Loss"), Seller shall immediately notify Buyer and the
Purchase Price shall be reduced by an amount estimated by Seller, and as agreed
to by Buyer, to be equal to the repair or replacement cost of the facility or
equipment. Any insurance proceeds payable to Seller with respect to the Casualty
Loss shall be retained by Seller. In the event Seller and Buyer are unable to
agree upon the value of the estimated damage, then either Seller or Buyer shall
have the right to terminate this Agreement by giving written notice to the other
party prior to the Closing Date, in which event Seller shall immediately return
the Earnest Money to Buyer. After termination and the return of the Earnest
Money by Seller to Buyer, neither party shall have any further liability or
responsibility to the other under this Agreement.

13.  Expenses and Fees.

     13.1 Broker's Fees. Seller represents and warrants to Buyer that Seller has
incurred no liability, contingent or otherwise, for broker's or finders fees in
respect of this Agreement or the transactions contemplated hereby for which
Buyer shall have any responsibility whatsoever. Buyer represents and warrants to
Seller that Buyer has incurred no liability, contingent or otherwise, for
broker's or finder's fees in respect of this Agreement or the transactions
contemplated hereby for which Seller shall have any responsibility whatsoever.

     13.2 Transaction Expenses. Whether or not the transactions contemplated by
this Agreement are consummated, each of the parties hereto shall pay the fees
and expenses of its respective counsel, accountants and other experts incident
to the negotiation and preparation of this Agreement and the consummation of the
transactions contemplated hereby.

14.  Notices. All communications required or permitted under this Agreement
shall be in writing. Any communication or delivery hereunder shall be deemed to
have been fully made on the day of receipt if delivered in person, by messenger
or by facsimile, or if mailed by regular or certified mail, postage prepaid,
return receipt requested, to the address as set forth below:

                                       12
<PAGE>

SELLER                                      BUYER
------                                      -----

SUE-ANN Operating, L.C.                     WHITTIER ENERGY COMPANY
11908 N. Laurent Street, Suite 570          7770 El Camino Real
P.O. Box 9310                               Carlsbad, California 92009
Victoria, Texas 77903-3910                  Attn: Bryce Rhodes
Attn: John R. Gayle, Manager

Phone No.: (361) 576-6090 Ext. 222          Phone No.: (760) 943-3959
Fax No.: (361) 576-6099                     Fax No.: (760) 943-3938

15.  Further Assurances. After the Closing, each of the parties shall execute,
acknowledge and deliver to the other such further instruments, and shall 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 purchasers of oil and gas production from the Properties, 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 Properties. Buyer
shall take all actions necessary to effectuate the transfer of such payments to
Buyer as of the Effective Date. Seller shall have no responsibility or liability
for the proper payment of proceeds attributable to production from and after the
Effective Date.

16.  WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED OTHERWISE IN THIS
AGREEMENT, THE CONVEYANCE OF THE PROPERTIES SHALL BE MADE, AND ANY ASSIGNMENT
AND BILL OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED, WITH A LIMITED
WARRANTY OF TITLE AS DEFINED IN SECTION 5 ABOVE; WITHOUT ANY EXPRESS, IMPLIED OR
STATUTORY WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY PERSONAL
PROPERTY, SUCH PERSONAL PROPERTY'S FITNESS FOR ANY PURPOSE, THE VALIDITY,
EXISTENCE OR EFFECTIVENESS OF ANY LEASE OR LEASEHOLD ESTATE COVERED HEREBY,
SELLER'S PREDECESSORS' COMPLIANCE WITH ANY OF THE OBLIGATIONS OR COVENANTS,
EXPRESS, IMPLIED OR STATUTORY, UNDER ANY LEASE OR LEASEHOLD ESTATE COVERED
HEREBY, OR A ' NY OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTY OR REPRESENTATION
WHATSOEVER, IN ADDITION, SELLER SHALL MAKE NO WARRANTY OR REPRESENTATION,
EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA,
INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED BUYER IN CONNECTION
WITH THE PROPERTIES, OR AS TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES
(IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OF THE PROPERTIES TO
PRODUCE HYDROCARBONS. ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS
FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE, AND ANY RELIANCE ON
OR USE OF THE SAME SHALL BE AT BUYER'S SOLE RISK. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED FOR IN THIS AGREEMENT, BUYER ACCEPTS THE PROPERTIES N THEIR "AS IS,
WHERE IS" CONDITION WITH ALL FAULTS.

17.  TEXAS DECEPTIVE TRADE PRACTICES ACT. BUYER EXPRESSLY WAIVES THE PROVISIONS
OF CHAPTER XVII, SUSCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER
THAN SECTION 17.55A, WHICH IS NOT WAIVED) VERNON'S TEXAS CODE ANNOTATED,
BUSINESS AND COMMERCE CODE. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH
WAIVER, BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT BUYER (1) IS IN THE
BUSINESS OF SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR
COMMERCIAL OR BUSINESS USE, (11) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE
TRANSACTION CONTEMPLATED HEREBY AND (111) IS NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION.

                                       13
<PAGE>

18.  Default.

     18.1 Buyer's Default. If the transactions contemplated by this Agreement
are not consummated because Buyer has defaulted under or breached this Agreement
in a material way including, but not limited to, Buyer's absence at the
designated time for the Closing, Seller's sole remedy and recourse shall be to
terminate this Agreement and to retain the Earnest Money payment made pursuant
to Section 3 hereof as liquidated damages and not as a penalty, and following
such termination neither party shall have any further liability or
responsibility to the other under this Agreement. Further, Seller shall be
immediately free to sell the Properties to any third party without any
restriction under or by reason of this Agreement.

     18.2 Seller's Default. If the transactions contemplated by this Agreement
are not consummated for any reason other than the reasons set forth in Section
18.1 above (including without limitation because Seller has defaulted under or
breached this Agreement in a material way including, but not limited to, Sellers
absence at the designated time for the Closing), Seller shall immediately return
the Earnest Money to Buyer, and following Seller's return of the Earnest Money
to Buyer, neither party shall have any further liability or responsibility to
the other under this Agreement.

19.  Entire Agreement. This instrument states the entire agreement between the
parties and may be supplemented, altered, amended, modified or revoked only by
an instrument in writing signed by both parties.

20.  Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Texas.

21.  Successors and Assigns. The terms and conditions hereof shall be binding
upon and shall inure to the benefit of the parties hereto, and their respective
successors and assigns.

22.  Headings. The titles and headings that appear in this Agreement have been
included solely for ease of reference and shall not be considered in the
interpretation or construction of this Agreement.

23.  Waiver. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect its right at a
later time to enforce same. A waiver by any party of any condition, or a breach
of any covenant, agreement or representation contained in this Agreement, shall
be deemed to be or construed as a further or continuing waiver of any such
condition or a breach or waiver of any other condition or of any breach of any
other covenant, agreement or representation.

                                       14
<PAGE>

24.  Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable, and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof. In such event, the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement.

25.  Confidentiality. Buyer acknowledges that all information furnished or
disclosed pursuant hereto or contained herein must remain confidential prior to
the Closing. Prior to Closing, Buyer may not disclose such -information unless
otherwise agreed to in writing by Seller, except to Buyer's subsidiaries or
affiliates, agents, advisors or representatives (herein "Representatives") who
have agreed in writing prior to being given access to such information to be
bound by the terms of this Agreement. An original signed agreement of said
Representatives will be furnished by Buyer to Seller upon request. In the event
this Agreement is terminated, Buyer shall promptly return to Seller any and! all
of its documents (and copies thereof) that relate directly or indirectly to this
Agreement 6 on Seller's written request. After Closing, Seller shall exercise
all due diligence in safeguarding and maintaining the confidentiality of all
data and information regarding the Properties.

26.  Multiple Originals. This Agreement may be executed in multiple originals.

27.  Survival of Provisions. The terms and provisions, of this Agreement, and
the obligations, representations and indemnities of the parties, shall except as
otherwise provided for in this Agreement, survive and continue in effect for
five years after the Closing, except any representations which are expressly
made through the Closing Date or for any other period.

28.  Recording. After the Closing, Buyer shall immediately record the
Assignments and Bills of Sale with the appropriate officer of the state and
county in which the lands covered by this Agreement are located. Buyer shall
supply Seller with a certified copy of the recorded Assignments and Bills of
Sale within a reasonable time after its recording.

29.  Like-Kind Exchanges. Each party consents to the other party's assignment of
its rights and obligations under this Agreement to its Qualified Intermediary
(as that term is defined in Section 1.103(k)-1(g)(4)(v) of the Treasury
Regulations) in connection with effectuation of a like-kind exchange. However,
Seller arid Buyer acknowledge and agree that any assignment of this Agreement to
a Qualified Intermediary does not release either party from any of their
respective liabilities and obligations to each other under the Agreement. Each
party agrees to cooperate with the other to attempt to structure the transaction
as a like-kind exchange.

30.  Knowledge. Wherever the word knowledge is used in this Agreement, it shall
be deemed to refer to Actual Knowledge only.


                                       15
<PAGE>

EXECUTED as of the date first above set forth.

SELLER:

SUE-ANN Operating, L.C.

By: /s/ John R. Gayle
---------------------------------
Name: John R. Gayle
Title: Manager

BUYER:

WHITTIER ENERGY COMPANY

By: /s/ Bryce W. Rhodes
---------------------------------
Name: Bryce W. Rhodes
Title: Vice President



                                       16
<PAGE>

                                   EXHIBIT"A"

                           The Oil and Gas Properties

Attached to and made a part of that certain Purchase and Sale Agreement by and
between SUEANN LC., a Texas Limited Liability Corporation C'SUE-ANN"), and
WHITTIER ENERGY COMPANY, a Nevada corporation ("WHITTIER!') dated this 2 1 " day
of June, 2002.

--------------------------------------------------------------------------------
All of Sue-Ann's right, title and interest by through and under that certain Oil
and Gas Lease dated September 11, 2000, by and between Frost National Bank, as
Trustee under Account Nos. F0103507, F0119507, F0175107, F0210707, F0240307 and
F0282507 ("Lessor") and Sue-Ann Operating, L.C. ("Lessee"), and as recorded in
that certain Memorandum of Lease in Volume 146, Pages 41 - 62 of the Official
Records of Dimmit County, Texas.
--------------------------------------------------------------------------------

                                List of Contracts
                                -----------------

     That certain Gas Purchase Contract No. CGM-P-R-347, dated September 1,
  2000, by and between Cerrito Gas Marketing, Ltd. And Sue-Ann Operating, L.C.

                            List of Surface Contracts
                            -------------------------

                                      None

                 List of Tracts subject to the Oil and Gas Lease
                 -----------------------------------------------

                                                     WI       NRI     Allocated
         Tract                Acreage     Wells      (%)      (%)       Value
         -----                -------     -----      ---      ---       -----

McLean Bowman "A" Lease      560 acres      3      100.00    75.00     $265,000
o        Well No. 2
o        Well No. 7
o        Well No. 8

McLean Bowman "B" Lease      1280 acres     8      100.00    75.00    $1,240,000
o        Well No. 1
o        Well No. 2
o        Well No. 5
o        Well No. 7
o        Well No. 10
o        Well No. 12
o        Well No. 15
o        Well No. 17

F.N.B.T."A" Lease            160 acres      2      100.00    75.00     $35,000
o        Well No. 1
o        Well No. 2

F.N.B.T. "North" Lease       80 acres       1      100.00    75.00     $35,000
o        Well No. 1

F.N.B.T. "Tr. B" Lease       80 acres       1      100.00    75.00     $75,000
o        Well No. 2

<PAGE>

                     ASSIGNMENT, CONVEYANCE AND HILL OF SALE
                     ---------------------------------------

STATE OF TEXAS           ss.
                         ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DIMMIT         ss.

     Sue-Ann Operating, L.C., a Texas limited liability company, whose address
is P.O. Box 3910, Victoria, Texas, 77903-3910 ("Assignor"), for adequate
consideration, the receipt and sufficiency of which is acknowledged, does hereby
sell, assign, transfer, convey and deliver unto Whittier Energy Company, a
Nevada corporation, whose address is 7770 El Camino Real, Carlsbad, California,
92009 ("Assignee"), all of Assignor's rights, titles and interests in and to the
following described property and interests (collectively the "Properties"):

     1. The oil, gas and mineral leases and the operating rights, working
interests, overriding royalty interests, rights of assignment and reassignment,
payments out of production, and interests and rights to explore for and produce
oil, gas or other minerals which are described in Exhibit "A" to this Assignment
(the "Leases");

     2. All rights and interests in or derived from unit agreements, orders and
decisions of state and federal regulatory authorities establishing or relating
to units, unit operating agreements, enhanced recovery and injection agreements,
gas purchase agreements, farmout and farmin agreements (and any leasehold
interest, working interest, royalty interest, or other interest acquired or
reserved), assignments of operating rights, working interests and subleases, all
other contracts, agreements, leases, licenses, permits, easements, servitudes,
notes and orders in any way relating to the Leases and the operations conducted
or to be conducted on the Leases, or the production, treatment, sale or disposal
of hydrocarbons or water produced relating to any of the leases;

     3. All wells (including, but not limited to those described on Exhibit "B"
attached hereto), personal property, fixtures (including, without: limitation,
plants and pipelines), real estate, equipment, and improvements located on or
otherwise pertaining to the Leases of lands pooled or unitized with the Leases
or used or obtained in connection with the Leases or with their operation or
maintenance, or with the production, treatment, sale, or disposal of
hydrocarbons or water produced; and

     TO HAVE AND TO HOLD all of the Properties to Assignee, subject to and in
accordance with all terms and provisions of the Leases, contracts and
agreements.

     This Assignment, Conveyance and Bill of Sale is subject to that certain
Purchase and Sale Agreement between Assignor and Assignee, effective June 1,
2002.

     TO THE EXTENT THAT THE INTERESTS ASSIGNED INCLUDE INTERESTS IN PERSONAL
PROPERTY, MOVABLE PROPERTY, AND FIXTURES, TIES ASSIGNMENT IS MADE WITHOUT
WARRANTIES, EITHER STATUTORY, EXPRESS OR IMPLIED, AND SPECIFICALLY WITHOUT
WARRANTY AS TO THE MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ALL OF THE INTERESTS AND PERSONAL PROPERTY AND FIXTURES ARE ASSIGNED AND
ACCEPTED ON A "WHERE IS" AND "AS IS" BASIS. ASSIGNOR EXPRESSLY WAIVES ANY
STATUTORY WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTY AGAINST HIDDEN
OR LATENT DEFECTS AND ACKNOWLEDGES THIS EXPRESS WAIVER SHALL BE CONSIDERED A
MATERIAL AND INTEGRAL PART OF THIS ASSIGNMENT, SALE, AND THE CONSIDERATION AND
ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF ASSIGNEE,
EXPLAINED IN DETAIL, AND ASSIGNEE HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO
THIS WAIVER OF WARRANTY OF FITNESS AND/OR WARRANTY AGAINST DEFECTS OF THE
INTERESTS AND ASSETS.

<PAGE>

     Except as provided for herein, this Assignment is made by Assignor and
accepted by Assignee with special warranty of title, by, though or under
Assignor, but not otherwise. However, Assignee shall be subrogated to all of the
rights of Assignor and Assignor hereby assigns and conveys to Assignee all of
Assignor's rights to specifically enforce each of the terms and covenants
contained herein. The provisions hereof shall be covenants running with the land
and shall be binding upon and inure to the benefit of the parties hereto, their
respective successors and assigns.

     This Assignment is effective for all purposes as of ____________ 2002 (the
"Effective Date").

                                              ASSIGNOR:

                                              SUE-ANN OPERATING, L.C.


                                              ----------------------------------
                                              John R_ Gayle, Manager


                                              ASSIGNEE:

                                              WHITTIER ENERGY COMPANY


                                              By:
                                                  ------------------------------
                                              Its:
                                                   -----------------------------

<PAGE>

STATE OF TEXAS           ss.
                         ss.
COUNTY OF VICTORIA       ss.

     This instrument was acknowledged before me on 2002, by John R. Gayle,
Manager of Sue-Ann Operating, L.C., a Texas limited liability company, on behalf
of said limited liability company.

                                              By:
                                              ----------------------------------
                                              Notary Public in and for
                                              The State of TEXAS

STATE OF TEXAS           ss.
                         ss.
COUNTY OF VICTORIA       ss.

     This instrument was acknowledged before me on , 2002, by , of Whittier
Energy Company, a Nevada corporation, on behalf of said corporation.

                                              By:
                                              ----------------------------------
                                              Notary Public in and for
                                              The State of TEXA S