<PAGE>
                                                                    EXHIBIT 10.1


                    ASSIGNMENT, BILL OF SALE AND CONVEYANCE

STATE OF OKLAHOMA                        )
                                         ) KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF ELLIS                          )

     THE PROSPECTIVE INVESTMENT AND TRADING COMPANY, LTD., an Oklahoma
Corporation, whose address is P.O. Box 702320, Tulsa, Oklahoma, 74170-2320,
hereinafter referred to as "Assignor", for and in consideration of ONE HUNDRED
DOLLARS ($100.00) and other good and valuable consideration, the receipt of
which is hereby acknowledged, does hereby assign, transfer, grant and convey
unto PAX Energy, LLC, 6420-B N. Santa Fe Ave, Oklahoma City OK 73116,
hereinafter referred to as "Assignee", all of Assignor's right, title and
interest in and to the following:

     (i)    The oil and gas leases, leasehold interests, rights and interests
            attributable or allocable to the oil and gas leases or leasehold
            interests by virtue of pooling, utilization, communization, and
            operating agreement, licenses, permits, and other agreements
            (collectively the "Leases"), all more particularly described on
            Exhibit "A" hereof, together with identical undivided interests in
            and to all the property and rights incident thereto, including, but
            not limited to, all rights in, to and under all agreements, product
            purchase and sale contracts, leases, permits, rights-of-way,
            easements, licenses, farmouts, options, orders, and other contracts
            or agreements of a similar nature to the extent same relate to the
            Leases, insofar and only insofar as they cover the drilling and
            spacing unit for each of the wells described on Exhibit "B" hereof
            as established by the Oklahoma Corporation Commission.

     (ii)   The wells, equipment, materials and other personal property,
            fixtures and improvements on the Leases as of the Effective Date
            (as hereinafter defined), appurtenant thereto or used or obtained in
            connection with the Leases or with the production, treatment, sale
            or disposal of hydrocarbons or waste produced therefrom or
            attributable thereto, and all other appurtenances thereunto
            belonging (the "Equipment"); provided, however, Equipment shall not
            include vehicles, communications equipment, tools, or leased
            equipment located on the Leases;

     (iii)  All unitization, communication, pooling, and operating agreements,
            and the units created thereby which relate to the Leases or
            interests therein described on Exhibit "A" or which relate to any
            units or wells located on the Leases, including any and all units
            formed under orders, regulations, rules, and other official acts of
            the governmental authority having jurisdiction, together with any
            right, title and interest created thereby in the Leases, insofar,
            and only insofar as they relate to the drilling and spacing units
            established by the Oklahoma Corporation Commission for the wells
            described on Exhibit "B".

Assignor's interest in the above mentioned assets being herein conveyed is
hereinafter collectively referred to as the "Interests".

Assignor specifically reserves unto itself, its heirs, successors and assigns,
and excepts from this assignment all of its leasehold rights outside the
wellbore of the Safari 1-33 located in Section 33-19N-21W, Ellis County,
Oklahoma and a like interest in and to all rights lying and being below the
Morrow Formation, together with full rights of ingress and egress. Assignor
reserves unto itself, its heirs, successors and assigns and excepts from this
assignment all proceeds or revenue attributable to the interests assigned herein
that occurred prior to the effective date, as well as the same proportionate
share of oil in the tanks on the effective date. Assignor shall be entitled to
receive any and all proceeds or revenues received for the sale of its
proportionate share of the oil remaining in the tanks on the effective date and
subsequently sold.

TO HAVE AND TO HOLD the interests unto Assignee, its successors and assigns,
forever, subject to the following terms and conditions:




<PAGE>
 1.  This Assignment is accepted subject to, and Assignee agrees to assume and
     perform, any and all of the liabilities and obligations, or alleged or
     threatened liabilities and obligations, of Assignor under the Interests and
     existing oil and gas leases, assignments, operating agreements, product
     purchase and sale contracts, leases, permits, rights-of-way, licenses,
     easements, options, orders, and any other agreements or contracts
     attributable to and affecting the Interests, including but not limited to,
     any and all obligations (i) to pay and deliver royalties, overriding
     royalties, non-participating royalties, and other burdens on production,
     (ii) in connection with or arising out of balancing of overproduction or
     underproduction from the Interests, and (iii) in compliance with all laws
     and governmental regulations with respect to the Interests including, but
     not limited to, the lawful plugging and abandonment of oil and gas wells
     and the restoration of the surface of the land as nearly as possible to its
     prelease condition, whether or not such liabilities and obligations, or
     alleged or threatened liabilities and obligations, are caused by Assignor's
     negligence and whether or not such liabilities and obligations, or alleged
     or threatened liabilities and obligations, arise during the period of, or
     from, or in connection with Assignor's ownership or operation of the
     Interests. Without limitation of the foregoing, Assignee agrees to assume
     and perform any and all of the liabilities and obligations, or alleged or
     threatened liabilities and obligations, of Assignor for claims, losses,
     damages, costs, expenses, diminuitions in value, suits, and causes of
     action of any kind or character, with respect to the environmental
     condition of the Interests, regardless of when the events occurred that
     caused such condition to exist and whether or not caused by or attributable
     to Assignor's negligence. Assignee shall, to the fullest extent permitted
     by law, protect, defend, indemnify and hold Assignor and its directors,
     officers, employees, agents and representatives of each of them, harmless
     from and against any and all claims, losses, damages, costs, expenses,
     diminuitions in value, suits, causes of action or judgments of any kind or
     character with respect to any and all liabilities and obligations or
     alleged or threatened liabilities and obligations, including, but not
     limited to, any interest, penalty and any attorney's fees and other costs
     and expenses incurred in connection with investigation or defending any
     claims or actions, whether or not resulting in any liability, attributable
     to or arising out of (i) ownership or operation of the Interests subsequent
     to the Effective Date, and (ii) Assignee's assumption of any liability or
     obligation in accordance with this paragraph.

     THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN
     THIS ASSIGNMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS,
     EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS,
     ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ASSIGNOR.

2.   THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED, DELIVERED, AND ACCEPTED
     WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF TITLE OF ANY KIND OR
     NATURE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EITHER EXPRESS, IMPLIED OR
     STATUTORY. THE INTERESTS ARE BEING CONVEYED AND ASSIGNED TO AND ACCEPTED BY
     THE ASSIGNEE IN THIS "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND
     WITH ALL FAULTS AND DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY OR
     COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
     BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION,
     MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE
     EXPRESSLY DISCLAIMED. IT IS UNDERSTOOD AND AGREED THAT ASSIGNEE SHALL
     ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OR
     REPAIR AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE
     PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM). IN ADDITION,
     ASSIGNOR MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS, IMPLIED OR
     STATUTORY, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA DELIVERED TO
     ASSIGNEE WITH RESPECT TO THE INTERESTS, OR CONCERNING THE QUALITY OR
     QUANTITY OF HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE TO THE INTERESTS, OR
     THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, OR THE PRICES WHICH
     ASSIGNEE IS OR WILL BE ENTITLED TO RECEIVE FOR ANY SUCH HYDROCARBONS.

3.   Assignor shall warrant and defend the title to the Interests against all
     claims and demands of all persons claiming by, through or under Assignor,
     but not otherwise.




<PAGE>
4.       This Assignment and Bill and Sale shall Inure to the benefit of and be
         binding upon the parties hereto, their heirs, successors and assigns.

5.       This assignment and Bill of Sale may be executed by Assignor and
         Assignee in any number of counterparts, each of which shall be deemed
         an original instrument, but all of which together shall constitute one
         and the same instrument.

IN WITNESS WHEREOF, this instrument is executed the ______ day of _____________,
2001, but shall be effective as of the ________________________, 2001 (the
"Effective Date").

                                        ASSIGNOR:


                                        THE PROSPECTIVE INVESTMENT AND
                                        TRADING COMPANY, LTD.



                                        By:
                                           ------------------------------------
                                           Adam C. Singer, President


                                        ASSIGNEE:


                                        PAX ENERGY, LLC



                                        By:
                                           ------------------------------------
                                           De Wayne Pitt




STATE OF OKLAHOMA         )
                          )
COUNTY OF TULSA           )

         BEFORE ME, the undersigned authority, on this day personally appeared
Adam C. Singer, President of The Prospective Investment and Trading Company,
Ltd., known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity therein stated
as the act and deed of said corporation.

         GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this ______ day of
_________________, 1999.



                                 -----------------------------------------------
                                 Notary Public in and for said County and State.

MY COMMISSION EXPIRES:


----------------------




<PAGE>

STATE OF OKLAHOMA         )
                          )
COUNTY OF ____________    )

         BEFORE ME, the undersigned authority, on this day personally appeared
______________________, ______________________ of PAX ENERGY, LLC, known to be
the person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed and in the capacity therein stated as the act and deed of said
corporation.

         GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this ______ day of
_________________, 1999.



                                 -----------------------------------------------
                                 Notary Public in and for said County and State.

MY COMMISSION EXPIRES:


----------------------
                                   EXHIBIT "A"


                                   EXHIBIT "B"

<PAGE>


<Table>
<Caption>
                                                            LEASE         BOOK
LEASE NAME                             LESSEE               DATED         PAGE
----------                             ------               -----         ----
<S>                             <C>                       <C>           <C>

W.R. Cree                       Harvest Land Leasing       01/22/82     384/340

Raymond E. Reid,                Harvest Land Leasing       01/22/82     384/337
  Atty in Fact

G.B. Cree, Jr.                  Harvest Land Leasing       04/19/82     388/305

Donald R. Harrel, et ux         Prospective Investment     02/15/82     407/355

Earl Ritterhouse, et ux         Harvest Land Leasing       01/22/82     387/694

Mary K. Earl                    Harvest Land Leasing       02/02/82     385/754

Clyde J. Hurst Trust            Harvest Land Leasing       02/23/82     385/756

Ernestine Farley                Harvest Land Leasing       02/02/82     387/579

Margaret Price                  Harvest Land Leasing       02/02/82     387/577

Mercedes B. Hawkins             Prospective Investment     06/24/81     370/444

Marilyn Hodges                  Prospective Investment     11/10/82     402/547

Sabine Corporation              Prospective Investment     02/02/83     408/350

Nimrod Petroleum Company        Prospective Investment     11/15/82     399/431

The Liberty Nat'l Bank &        Cities Service Company     05/05/80     346/617
  Trust Company

Villard Martin Jr, Trustee      Cities Service Company     04/22/80     346/615

K.L. Ferguson, et ux            Cities Service Company     12/03/81     384/866

Hazel Wyley                     Harvest Land Leasing       02/02/82     385/762

Katherine Smith, et vir         Harvest Land Leasing       02/02/82     387/581

Jay B. Price                    Harvest Land Leasing       02/02/82     385/758

Mrs. Bertha Hollingsworth       Harvest Land Leasing       02/02/82     385/760

Lola Comstock                   Harvest Land Leasing       02/02/82     385/764

Colonial Royalties Company      Prospective Investment     04/13/82     389/514

The Ajax Investment Company     Prospective Investment     04/13/82     389/512

Triangle Oil Company            Prospective Investment     05/13/81     365/464

CCW Interests Inc.              Prospective Investment     05/13/81     365/756

Royal Oil and Gas Corporation   Prospective Investment     05/01/81     366/13

ST OK CS 17234                  Prospective Investment     12/07/82     402/630

Joe M. Sears, Trustee           Prospective Investment     02/25/83     406/800

L.O. Pulliam                    Cities Service Company     04/10/80     346/619

Mary V. Guerin                  Cities Service Company     04/01/80     344/230

D.W. Keffer, et ux              Cities Service Company     01/23/80     340/150

Harold M. Bradbury              Cities Service Company     04/01/80     344/115

Elizabeth Seibold               Cities Service Company     03/20/80     342/598

Jean R. Voss, et vir            Cities Service Company     03/20/80     342/596

George W. Seibold, Jr.          Cities Service Company     03/20/80     342/594

Tenneco Oil Company             Prospective Investment     04/21/83     414/218
</Table>


SPECIFICALLY EXCLUDING all right, title and interest in and to the well bore of
the Safari 1-33 currently operated by The Prospective Investment and Trading
Company, Ltd. and the rights necessary to produce oil, gas and minerals from
said well bore AND all right, title and interest below the base of the Morrow
Formation.



<PAGE>

                                                         Record and return to:
VICI                                                     PAX ENERGY, LLC
                                                         6420-B N. Santa Fe
                                                         Oklahoma City, OK 73116


                        ASSIGNMENT OF OIL AND GAS LEASES
                      SUBJECT TO A CARRIED WORKING INTEREST


KNOW ALL MEN BY THESE PRESENTS:

         THAT WHEREAS, the undersigned PAX ENERGY, LLC, whose address is 6420-B
N. Santa Fe, Oklahoma City, Oklahoma, 73116, (hereinafter called "Assignor") is
the owner of an interest in certain oil and gas leases covering certain lands,
which leases and the lands covered by said leases are more fully described in
Exhibit "A" attached hereto and made a part hereof.

         NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand
paid and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned Assignor does hereby grant,
bargain, sell, transfer and convey all of that portion of Assignor's right,
title and interest in and to the leases described in Exhibit "A", unto the
following named parties (hereinafter called "Assignees"), in the proportions set
opposite their names below, as follows:

<Table>
<Caption>
                                                PROPORTION OF WORKING
            NAME AND ADDRESS OF ASSIGNEE          INTEREST ASSIGNED
            ----------------------------        ---------------------
<S>                                             <C>


            TBX Resources, Inc.                         33.75%
            12300 Ford Road, Suite 265
            Dallas, TX 75234


            Sanguine Investments, LLC                  16.875%
            6420-B N. Santa Fe Avenue
            Oklahoma City, OK 73116
</Table>


RESERVATION

         FOR THE SAME CONSIDERATION, Assignor does hereby reserve and retain and
assignees do hereby grant, transfer, assign and convey unto the following named
parties in the proportions set opposite their names below, as follows:

<Table>
<Caption>
                                                PROPORTION OF CARRIED
            NAME                                   WORKING INTEREST
            ----                                ---------------------
<S>                                             <C>


            PAX Energy, L.L.C.                          4.500%
            6420-B N. Santa Fe
            Oklahoma City, OK 73116

            Creede Oil & Gas Company                    .5625%
            3217 Bart Conner Drive, Suite A
            Norman, OK 73072

            Prism Resources, L.L.C.                     .5625%
            6420-B N. Santa Fe
            Oklahoma City, OK 73116
</Table>

         AN UNDIVIDED TEN PERCENT (10.00%) CARRIED WORKING INTEREST in and to
all right, title and interest of Assignor in and to the oil and gas leases
described in Exhibit "A" attached hereto and made a part hereof, insofar and
only insofar as said leases cover the lands described in said Exhibit "A".

         In the event Assignee, their successors and assigns, acquires any
additional oil and gas leasehold or fee mineral interests in the lands described
in Exhibit "A" over and above the originally acquired prospect interest, on or
after the effective date hereof, Assignee agrees to assign in the same
proportions and subject to the same limitations, as hereinabove set forth, such
additional interest was acquired, an additional Ten Percent (10.00%) carried
working interest, on any and all such additional interests so acquired by
Assignee in the lands described in Exhibit "A". This agreement to assign such
additional carried working interest shall be and remain in full force and effect
from the effective date hereof and so long thereafter as oil and/or gas is
produced from the lands described in Exhibit "A", or upon any lands with which
the lands described on Exhibit "A" might be included in any drilling or spacing
unit.

         The term "Carried Working Interest", as used herein means that all
costs and expenses of drilling, equipping, recompleting and/or plugging back of
any well, and all costs and expenses of plugging and abandoning any well in case
of a dry hole, attributable to the carried working interest herein assigned, and
agreed to be assigned, shall be borne by Assignee, its successors and assigns
until such well has been

                                                                         [STAMP]

                                        1
<PAGE>
completed or recompleted as a producer into the tanks if an oil well or to the
point of first sales if a gas well, including any gas sales lines, metering
facilities and related production facilities, and thereafter, Assignors shall
own their proportionate shares of all personal property and surface and
subsurface fixtures, material, supplies and equipment appurtenant to such wells,
including any gas sales lines, metering facilities and related production
facilities.

         The carried working interest herein assigned, and agreed to be
assigned, shall be subject to Assignors' proportionate parts of all royalties,
excess royalties and other burdens, to which the interest of Assignor in the
subject leases was subject on the effective date hereof, or on the effective
date Assignor acquired its interest.

         GENERAL PROVISIONS

         All interests and rights of Assignors in and to the lands described in
Exhibit "A" and the production therefrom provided for in this instrument shall
extend not only to the oil and gas leases described in Exhibit "A", but also to
any and all extensions and renewals of said oil and gas leases, which may be
acquired by Assignee, its successors and assigns.

         All costs and expenses of present and future accounting,
administration, recordation and distribution, with respect to the interests
herein assigned shall be borne by Assignee. Assignor agrees to execute and
deliver to Assignees the documentation necessary to record such Assignments and
to carry out the intention of this instrument.

         This assignment may be executed in any number of counterparts, and
each executed counterpart hereof shall be deemed to be an original instrument,
but all such counterparts shall constitute but one assignment. To facilitate
recording, the counterpart to be recorded in a given county may contain only
that part of Exhibit "A" hereto that describes property located in that county.
Assignor and Assignees have retained counterparts of this assignment with a
complete Exhibit "A" hereto.

         Assignor warrants the title to the interests herein assigned be free,
clear and discharged from all former grants, charges, taxes, judgments, and
other encumbrances of whatsoever nature made or suffered to be made by, through
or under Assignor, but not otherwise.

         This instrument shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns, and shall run with and burden the leaseholds and lands which are the
subject hereof. This Assignment is effective October 1, 2000.

ASSIGNEES:                            ASSIGNOR:

TBX RESOURCES, INC.                   PAX ENERGY, LLC

/s/ TIM BURROUGHS                     /s/ DE WAYNE PITT
--------------------                  --------------------
Tim Burroughs                         By: De Wayne Pitt


/s/ STEVE OWEN
--------------------
Steve Owen

STATE OF OKLAHOMA   )
                    )ss.
COUNTY OF OKLAHOMA  )

     Before me, the undersigned, a Notary Public, in and for said County and
State on this 10th day of October, 2000 personally appeared De Wayne Pitt,
Managing Member of PAX Energy, LLC, and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

     Given under my hand and seal of office the day and year last above written.

My commission expires:       /s/ TERRI M. RICHARDSON  [STATE OF CALIFORNIA SEAL]
August 22, 2004              ------------------------
                                   Notary Public

                                            STATE OF OKLAHOMA )
                                               ELLIS COUNTY   )F8
                                            This instrument was filed for record
                                            on the 18th day of October 2000
[NOTARY SEAL]                               at 10 o'clock A.M. and duly
                                            recorded misc. book 646
                                            on page 134-41. Fee $22.00
                                            PEGGY SCHOENHALS,
                                            County Clerk
                                            By JANET BLAYLOCK, Deputy

                                                   [STAMP]

                                       2
<PAGE>
STATE OF TEXAS   )
                 )ss.
COUNTY OF DALLAS )

     Before me, the undersigned, a Notary Public, in and for said County and
State on this 13th day of October, 2000 personally appeared Tim Burroughs,
President of TBX Resources, Inc., and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

     Given under my hand and seal of office the day and year last above written.


My commission expires:              /s/ CHRISTINE COLEY
12-29-01                            -------------------------
                                        Notary Public

                                        [NOTARY SEAL]


STATE OF OKLAHOMA   )
                    )ss.
COUNTY OF OKLAHOMA  )

     Before me, the undersigned, a Notary Public, in and for said County and
State on this 10th day of October, 2000 personally appeared Steve Owen, and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

     Given under my hand and seal of office the day and year last above written.

                                        /s/ TERRI M. RICHARDSON
                                        ------------------------
                                               Notary Public

[NOTARY SEAL]











                                                                         [STAMP]

                                       3
<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                               Section 23-19N-21W
                                Ellis County, OK


Lessor:        Clayton Beall, a single person
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 8531, Page 421
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Leon Beall, a single person
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 8529, Page 417
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Ronald G. Care
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8527, Page 413
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Maxine Castor
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9153, Page 366
Description:   SE/4 NE/4

Lessor:        Jacqueline Marrs Cundieff
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8532, Page 423
Description:   N/2 N/2

Lessor:        Carol Ward de Sreyes
Lessee:        Verlan W. Harrell
Dated:         8-13-99
Recorded:      Book 9933, Page 1
Description:

Lessor:        George Doll
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9150, Page 360
Description:   SE/4 NE/4

Lessor:        Paul Edgar Doll
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9152, Page 364
Description:   SE/4 NE/4

Lessor:        Ruby Ketron
Lessee:        Verlan W. Harrell
Dated:         5-20-99
Recorded:      Book 9157, Page 372
Description:   SW/4 NW/4 & W/2 SW/4

Lessor:        Sharon Murray
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9454, Page 394
Description:   SE/4 NE/4

Lessor:        Judy Schultz
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9154, Page 368
Description:   SE/4 NE/4


                                                                         [STAMP]


                                       1
<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                           Section 23-19N-21W (cont.)
                                Ellis County, OK

Lessor:        John A. Taylor
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9932, Page 949
Description:   SE/4 NE/4

Lessor:        John T. Young & Erma Lee Young, his wife
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8533, Page 425
Description:   SE/4 NW/4 & NE/4 SW/4

Lessor:        Pauline Young, a single person
Lessee:        Verlan W. Harrell
Dated:         3-9-99
Recorded:      Book 8530, Page 419
Description:   SE/4 NW/4 & NE/4 SW/4

Lessor:        Dorotha M. Ward
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9160, Page 380
Description:   SE/4 NE/4

Lessor:        Dorothy S. Ward a/k/a Dorothy Steele Ward
Lessee:        Verlan W. Harrell
Dated:         5/18/99
Recorded:      Book 9465, Page 416
Description:   SE/4 NE/4

Lessor:        Wanda Allen White
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8528, Page 415
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Edith L. Wild & Everett U. Wild
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9151, Page 362
Description:   SE/4 NE/4

                               Section 26-19N-21W
                             Ellis County, Oklahoma

Lessor:        Barbara Rose Austin
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9459, Page 404
Description:   NW/4

Lessor:        Cleo Fay Crum a/k/a Cleo F. Crum
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9470, Page 426
Description:   NW/4

Lessor:        Beverly Ruth Culver
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9477, Page 440
Description:   NW/4



                                                                         [STAMP]


                                       2


<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                           Section 26-19N-21W (cont.)
                                Ellis County, OK


Lessor:        Travis David Dennett & Lorri P. Dennett, his wife
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 9473, Page 432
Description:   NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4, E/2 SE/4

Lessor:        Darline Kemnitz
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9460, Page 406
Description:   NW/4

Lessor:        Loren John (Johnny) Meeks
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9453, Page 392
Description:   NW/4

Lessor:        Merline Newell
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9458, Page 402
Description:   NW/4

Lessor:        Lou Ann O'Neill
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9466, Page 418
Description:   NW/4

Lessor:        Judith Ann Perry & Marvin Perry, her husband
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 9475, Page 436
Description:   N/2 SW/4

Lessor:        Joyce Prilliman
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9457, Page 400
Description:   NW/4

Lessor:        Matilda J. Turner Tobin
Lessee:        Verlan W. Harrell
Dated:
Recorded:      Book 9462, Page 410
Description:   NW/4

Lessor:        Jeanne E. Temple Truan
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9464, Page 414
Description:   NW/4

Lessor:        Robert F. Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9472, Page 430
Description:   NW/4

Lessor:        Fred C. Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9469, Page 424
Description:   NW/4


                                                                         [STAMP]

                                       3
<PAGE>

                                  EXHIBIT "A"

                                S. VICI PROSPECT

                          Section 26-19N-21 W (cont.)
                                Ellis County, OK

Lessor:           Sam Lawson Turner
Lessee:           Verlan W. Harrell
Dated:            7-7-99
Recorded:         Book 9468, Page 422
Description:      NW/4

                               Section 27-19N-21W
                             Ellis County, Oklahoma

Lessor:           Harold M. Bradbury Trust dtd. 2/20/96, Maudie L. Bradbury &
                  Jennifer L. Hale, Trustees
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 8539, Page 438
Description:      SW/4 SW/4

Lessor:           Mary Opal Cree Royalty Partnership, a Texas General
                  Partnership
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 8536, Page 431
Description:      SW/4 SW/4

Lessor:           Travis David Dennett & Lorri P. Dennett, his wife
Lessee:           Verlan W. Harrell
Dated:            5-19-99
Recorded:         Book 9159, Page 378
Description:      E/2 SE/4

Lessor:           Jay E. Dixon & Ruth R. Dixon
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 8538, Page 435
Description:      SW/4 SE/4

Lessor:           Mary V. Geurin Trust dtd. 10-19-93, Carol Jean Bashlor,
                  Surviving Trustee
Lessee:           Verlan W. Harrell
Dated:            5-2-99
Recorded:         Book 9158, Page 374
Description:      SW/4 SW/4

Lessor:           Burtram Collver Hopkins II, Trustee of the Julie Ann Hopkins
                  Trust
Lessee:           Verlan W. Harrell
Dated:            3-5-99
Recorded:         Book 8534, Page 427
Description:      W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4, NW/4
                  SE/4


Lessor:           Hugh B. Key
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 8537, Page 433
Description:      W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4, NW/4
                  SE/4

Lessor:           Judith Ann Perry & Marvin Perry, her husband
Lessee:           Verlan W. Harrell
Dated:            5-19-99
Recorded:         Book 9156, Page 376
Description:      E/2 SE/4

Lessor:           Ann B. Winslow
Lessee:           Verlan W. Harrell
Dated:            5-19-99
Recorded:         Book 9155, Page 370
Description:      W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4, NW/4
                  SE/4

                                                                         [STAMP]

                                       4
<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                               Section 34-19N-21W
                                Ellis County, OK


Lessor:           Benischek Properties, L.L.C., A New Mexico Limited Liability
                  Company, H. W. Benischek
Lessee:           Verlan W. Harrell
Dated:            7-7-99
Recorded:         Book 9471, Page 428
Description:      S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:           Bevery Honaker, Trustee of the Ward Irrevocable Trust dtd
                  3-31-92
Lessee:           Verlan W. Harrell
Dated:            8-4-99
Recorded:         Book 9456, Page 398
Description:      S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:           Bevery Sargent Honaker Family Trust dated 3-24-92
Lessee:           Verlan W. Harrell
Dated:            7-9-99
Recorded:         Book 9455, Page 396
Description:      S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:           Nathan Janco, Trustee of the Nathan Janco Trust
Lessee:           Verlan W. Harrell
Dated:            8-12-99
Recorded:         Book 9931, Page 947
Description:      South 13.34 acres of the NW/4 SW/4; S/2 SW/4; SW/4 SE/4

Lessor:           Michael P. McClure
Lessee:           Verlan W. Harrell
Dated:            7-19-99
Recorded:         Book 9930, Page 945
Description:      The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and
                  the SW/4 SE/4

Lessor:           Sherry A. McClure Revocable Trust U/T/A dtd 8-5-97
Lessee:           Verlan W. Harrell
Dated:            7-19-99
Recorded:         Book 9463, Page 412
Description:      The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and
                  the SW/4 SE/4

Lessor:           James R. Via & Betty June Via, his wife
Lessee:           Verlan W. Harrell
Dated:            7-8-99
Recorded:         Book 9467, Page 420
Description:      The North 26.66 acres of the NW/4 SW/4

Lessor:           Gwenliana McClure Wilson
Lessee:           Verlan W. Harrell
Dated:            7-19-99
Recorded:         Book 9461, Page 408
Description:      The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and
                  the SW/4 SE/4

                                                                      [STAMP]

                                       5

<PAGE>
                        ASSIGNMENT OF OIL AND GAS LEASES

         KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned, VERLAN W. HARRELL, 101 Park Avenue, Suite 310,
Oklahoma City, Oklahoma, 73116, hereinafter referred to as "ASSIGNOR", for and
in consideration of the sum of ten dollars ($10.00), the receipt of which is
hereby acknowledged, does hereby sell, assign, transfer, and set over to PAX
ENERGY, LLC, 6420 N. Santa Fe, Oklahoma City, Oklahoma, 73116, 75%, and to
HARRELL PETROLEUM, INC., 101 Park Avenue, Suite 310, Oklahoma City, Oklahoma,
73116, hereinafter referred to as "ASSIGNEES", 25% of Assignor's right, title
and interest in and to those certain Oil and Gas Leases, more specifically
described and set out in Exhibit "A", attached hereto and made a part hereof.

         THIS ASSIGNMENT shall be subject to the terms and conditions of the
Oil and Gas Leases herein assigned and to the depths and limitations, if any,
thereof, and subject further to all overriding royalties, excessive royalties,
or other burdens presently existing.

         ASSIGNOR shall retain and reserve an overriding royalty interest being
the difference between an 80% net revenue and existing burdens or royalties,
proportionately reduced to the interest assigned in the leases described on
Exhibit "A".

         THIS ASSIGNMENT is made without warranty of title, express or implied,
and shall extend to and be binding upon the heirs, executors, administrators,
trustees, successors and assigns of the respective parties.

         EXECUTED AND DELIVERED THIS 1 day of Aug., 2000.

                                                   ASSIGNOR:
STATE OF OKLAHOMA )
                  )F8                             /s/ VERLAN W. HARRELL
   ELLIS COUNTY   )                               -----------------------
This Instrument was filed for record on           VERLAN W. HARRELL
the 2 day of Aug. 2000 at 9 o'clock A.M.
and duly recorded misc. book 644 on page
200-06 Fee $20.00
PEGGY SCHOENHALS, County Clerk
By JANET BLAYLOCK Deputy

[STATE OF OKLAHOMA SEAL]

STATE OF OKLAHOMA   )
                    )ss.
COUNTY OF OKLAHOMA  )

         Before me, the undersigned, a Notary Public, in and for said County
and State on this 1st day of August, 2000 personally appeared Verlan W. Harrell
and acknowledged to me that he executed the same as his free and voluntary act
and deed, for the uses and purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

My commission expires:                            /s/ TERRI M. RICHARDSON
8-22-00                                           --------------------------
                                                      Notary Public

[NOTARY SEAL]                                         [STAMP]



                                       1
<PAGE>
                                  EXHIBIT "A"
                                S. VICI PROSPECT

                               Section 23-19N-21W
                                Ellis County, OK

Lessor:        Clayton Beall, a single person
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 628, Page 421
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Leon Beall, a single person
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 628, Page 417
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Ronald G. Care
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 628, Page 413
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Maxine Castor
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 630, Page 366
Description:   SE/4 NE/4

Lessor:        Jacqueline Marrs Cundieff
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 628, Page 423
Description:   N/2 N/2

Lessor:        Carol Ward de Sreyes
Lessee:        Verlan W. Harrell
Dated:         8-13-99
Recorded:      Book 633, Page 1
Description:   SE/4 NE/4

Lessor:        George Doll
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 630, Page 360
Description:   SE/4 NE/4

Lessor:        Paul Edgar Doll
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 630, Page 364
Description:   SE/4 NE/4

Lessor:        Ruby Ketron
Lessee:        Verlan W. Harrell
Dated:         5-20-99
Recorded:      Book 630, Page 374
Description:   SW/4 NW/4 & W/2 SW/4

Lessor:        Sharon Murray
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 631, Page 394
Description:   SE/4 NE/4

Lessor:        Judy Schultz
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 630, Page 368
Description:   SE/4 NE/4                                          [STAMP]


                                       2
<PAGE>
                                  EXHIBIT "A"
                                S. VICI PROSPECT

                           Section 23-19N-21W (cont.)
                                Ellis County, OK

Lessor:        John A. Taylor
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 632, Page 949
Description:   SE/4 NE/4

Lessor:        John T. Young & Erma Lee Young, his wife
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 628, Page 425
Description:   SE/4 NW/4 & NE/4 SW/4

Lessor:        Pauline Young, a single person
Lessee:        Verlan W. Harrell
Dated:         3-9-99
Recorded:      Book 628, Page 419
Description:   SE/4 NW/4 & NE/4 SW/4

Lessor:        Dorotha M. Ward
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 630, Page 380
Description:   SE/4 NE/4

Lessor:        Dorothy S. Ward a/k/a Dorothy Steele Ward
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 631, Page 416
Description:   SE/4 NE/4

Lessor:        Wanda Allen White
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 628, Page 415
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Edith L. Wild & Everett U. Wild
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 630, Page 362
Description:   SE/4 NE/4

                               Section 26-19N-21W
                             Ellis County, Oklahoma

Lessor:        Barbara Rose Austin
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 404
Description:   NW/4

Lessor:        Cleo Fay Crum a/k/a Cleo F. Crum
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 426
Description:   NW/4

Lessor:        Beverly Ruth Culver
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 440
Description:   NW/4                                               [STAMP]


                                       3
<PAGE>
                                  EXHIBIT "A"
                                S. VICI PROSPECT

                           Section 26-19N-21W (cont.)
                                Ellis County, OK

Lessor:        Travis David Dennett & Lorri P. Dennett, his wife
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 631, Page 434
Description:   N/2 SW/4

Lessor:        Darline Kemnitz
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 406
Description:   NW/4

Lessor:        Loren John (Johnny) Meeks
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 392
Description:   NW/4

Lessor:        Merline Newell
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 402
Description:   NW/4

Lessor:        Lou Ann O'Neill
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 418
Description:   NW/4

Lessor:        Judith Ann Perry & Marvin Perry, her husband
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 631, Page 436
Description:   N/2 SW/4

Lessor:        Joyce Prilliman
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 400
Description:   NW/4

Lessor:        Matilda J. Turner Tobin
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 410
Description:   NW/4

Lessor:        Jeanne E. Temple Truan
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 414
Description:   NW/4

Lessor:        Robert F. Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 430
Description:   NW/4

Lessor:        Fred C. Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 424
Description:   NW/4                                                   [STAMP]


                                       4

<PAGE>

                                  EXHIBIT "A"
                                S. VICI PROSPECT

                           Section 26-19N-21W (cont.)
                                Ellis County, OK



Lessor:           Sam Lawson Turner
Lessee:           Verlan W. Harrell
Dated:            7-7-99
Recorded:         Book 631, Page 422
Description:      NW/4


                               Section 27-19N-21W
                             Ellis County, Oklahoma


Lessor:           Harold M. Bradbury Trust dtd. 2/20/96, Maudie L. Bradbury &
                  Jennifer L. Hale, Trustees
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 628, Page 438
Description:      SW/4 SW/4

Lessor:           Mary Opal Cree Royalty Partnership, a Texas General
                  Partnership
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 628, Page 431
Description:      SW/4 SW/4

Lessor:           Travis David Dennett & Lorri P. Dennett, his wife
Lessee:           Verlan W. Harrell
Dated:            5-19-99
Recorded:         Book 630, Page 378
Description:      E/2 SE/4

Lessor:           Jay E. Dixon & Ruth R. Dixon
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 628, Page 435
Description:      SW/4 SE/4

Lessor:           Mary V. Geurin Trust dtd. 10-19-93, Carol Jean Bashlor,
                  Surviving Trustee
Lessee:           Verlan W. Harrell
Dated:            5-4-99
Recorded:         Book 630, Page 376
Description:      SW/4 SW/4

Lessor:           Butram Collver Hopkins II, Trustee of the Julie Ann Hopkins
                  Trust
Lessee:           Verlan W. Harrell
Dated:            3-5-99
Recorded:         Book 628, Page 427
Description:      W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4, NW/4
                  SE/4

Lessor:           Butram Collver Hopkins II, Trustee of the Mark Collver
                  Hopkins Trust
Lessee:           Verlan W. Harrell
Dated:            3-5-99
Recorded:         Book 628, Page 429
Description:      W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4, NW/4
                  SE/4

Lessor:           Hugh B. Key
Lessee:           Verlan W. Harrell
Dated:            2-25-99
Recorded:         Book 628, Page 433
Description:      W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4, NW/4
                  SE/4

                                                                         [STAMP]

                                       5
<PAGE>
                                  EXHIBIT "A"
                                S. VICI PROSPECT

                           Section 27-19N-21W (cont.)
                             Ellis County, Oklahoma




Lessor:        Judith Ann Perry & Marvin Perry, her husband
Lessee:        Verlan W. Harrell
Dated:         5-19-99
Recorded:      Book 630, Page 372
Description:   E/2 SE/4

Lessor:        Ann B. Winslow
Lessee:        Verlan W. Harrell
Dated:         5-19-99
Recorded:      Book 630, Page 370
Description:   W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4,
               NW/4 SE/4


                               Section 34-19N-21W
                                Ellis County, OK


Lessor:        Benischek Properties, L.L.C., A New Mexico Limited Liability
               Company,
               H.W. Benischek
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 631, Page 428
Description:   S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:        Travis David Dennett & Lorri P. Dennett, his wife
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 631, Page 432
Description:   NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4, E/2 SE/4

Lessor:        Bevery Honaker, Trustee of the Ward Irrevocable Trust dtd 3-31-92
Lessee:        Verlan W. Harrell
Dated:         8-4-99
Recorded:      Book 631, Page 398
Description:   S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:        Bevery Sargent Honaker Family Trust dated 3-24-92
Lessee:        Verlan W. Harrell
Dated:         7-9-99
Recorded:      Book 631, Page 396
Description:   S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:        Nathan Janco, Trustee of the Nathan Janco Trust
Lessee:        Verlan W. Harrell
Dated:         8-12-99
Recorded:      Book 632, Page 947
Description:   South 13.34 acres of the NW/4 SW/4; S/2 SW/4; SW/4 SE/4

Lessor:        Michael P. McClure
Lessee:        Verlan W. Harrell
Dated:         7-19-99
Recorded:      Book 632, Page 945
Description:   The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and the
               SW/4 SE/4

Lessor:        Sherry A. McClure Revocable Trust U/T/A dtd 8-5-97
Lessee:        Verlan W. Harrell
Dated:         7-19-99
Recorded:      Book 631, Page 412
Description:   The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and the
               SW/4 SE/4


                                                                         [STAMP]

                                       6
<PAGE>
                                  EXHIBIT "A"
                                S. VICI PROSPECT

                           SECTION 34-19N-21W (CONT.)
                                ELLIS COUNTY, OK



Lessor:        Judith Ann Perry & Marvin Perry, her husband
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 631, Page 438
Description:   NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4, E/2 SE/4

Lessor:        James R. Via & Betty June Via, his wife
Lessee:        Verlan W. Harrell
Dated:         7-8-99
Recorded:      Book 631, Page 420
Description:   The North 26.66 acres of the NW/4 SW/4

Lessor:        Gwenliana McClure Wilson
Lessee:        Verlan W. Harrell
Dated:         7-19-99
Recorded:      Book 631, Page 408
Description:   The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and
               the SW/4 SE/4


                                                                         [STAMP]

                                       7
<PAGE>

                                  EXHIBIT "C"
                              (CORRECTED 6/13/01)

                    ASSIGNMENT, BILL OF SALE AND CONVEYANCE


STATE OF OKLAHOMA          )
                           ) KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF ELLIS            )


     PAX ENERGY, LLC, whose address is 6420-B N. Santa Fe, Oklahoma City,
Oklahoma, 73116, hereinafter referred to as "Assignor", for and in consideration
of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration, the
receipt of which is hereby acknowledged, does hereby assign, transfer, grant and
convey unto GREAT WEST ENERGY AND EXPLORATION, INC., 8140 WALNUT HILL LANE, ONE
GLEN LAKES, DALLAS, TEXAS, 75231, hereinafter referred to as "Assignee", a
thirty percent (30%) interest in Section 33, T19N, Range 21W, Ellis County,
Oklahoma.

     (i)  The oil and gas leases, leasehold interests, rights and interests
          attributable or allocable to the oil and gas leases or "leasehold
          interests by virtue of pooling, unitization, communitization, and
          operating agreement, licenses, permits, and other agreements
          (collectively the "Leases"), all more particularly described on
          Exhibit "A" hereof.

Assignor's interest in the above mentioned assets being herein conveyed are
hereinafter collectively referred to as the "interests".

Assignor hereby reserves unto itself, its heirs, successors or assigns, and
excepts from this Assignment an overriding royalty interest equal to two and
one-half percent (2 1/2%) of all oil, gas, or other hydrocarbons produced, saved
and sold from the lands and well described in Exhibit "A" hereof under the terms
of the Oil and Gas Leases, if, as and when produced, saved and sold, but not
otherwise. Such overriding royalty interest shall be free of all development,
production, marketing and operating expenses and charges of any other nature;
however, said interest shall bear and pay currently its share of gross
production and/or pipeline taxes. It is agreed that the reservation and
exception herein made imposes upon Assignee herein, its heirs, successors and
assigns, no duty or obligation to develop or operate the leased premises for
oil, gas or other hydrocarbons not imposed by the provisions of the Leases. If
the interest herein assigned is less than the full and undivided leasehold
estate in and to the lands described in Exhibit "A" hereof then the overriding
royalty interest herein reserved and excepted shall be reduced proportionately
to correspond with the leasehold interests actually assigned hereby. This
Assignment is limited from the base of the deepest production to all depths.

Assignor hereby reserves unto itself, its heirs, successors or assigns, and
excepts from this Assignment a back-in working interest of 10% after 100%
payout. Payout is defined as being that point in time when Great West has
recovered all its costs (including acreage costs) of drilling and completing of
each well drilled under this Assignment.

Assignor specifically reserves unto itself, its heirs, successors and assigns,
and excepts from this assignment all of its leasehold rights inside the wellbore
of the Safari 1-33 located in Section 33-19N-21W, Ellis County, Oklahoma and a
like interest in and to all rights tying and being below the Morrow Formation,
together with full rights of ingress and egress. Assignor reserves unto itself,
its heirs, successors and assigns and excepts from this assignment all proceeds
or revenue attributable to the Interests assigned herein that occurred prior to
the effective date, as well as the same proportionate share of oil in the tanks
on the effective date. Assignor shall be entitled to receive any and all
Proceeds or revenues received for the sale of its proportionate share of the oil
remaining in the tanks on the effective date and subsequently sold.

     1.   This Assignment is accepted subject to, and Assignee agrees to assume
          and perform, any and all of the liabilities and obligations, or
          alleged or threatened liabilities and obligations, of Assignor under
          the Interests and existing oil and gas leases, assignments, operating
          agreements, product purchase and sale contracts, leases, permits,
          rights-of-way, licenses, easements, options, orders, and any other
          agreements or contracts attributable to and affecting the Interests,
          including but not limited to, any and all obligations (i) to pay


<PAGE>
     and deliver royalties, overriding royalties, non-participating royalties,
     and other burdens on production, (ii) in connection with or arising out of
     balancing of overproduction or underproduction from the Interests, and
     (iii) in compliance with all laws and governmental regulations with respect
     to the Interests including, but not limited to, the lawful plugging and
     abandonment of oil and gas wells and the restoration of the surface of the
     land as nearly as possible to its prelease condition, whether or not such
     liabilities and obligations, or alleged or threatened liabilities and
     obligations, are caused by Assignors negligence and whether or not such
     liabilities and obligations, or alleged or threatened liabilities and
     obligations, arise during the period of, or from, or in connection with
     Assignor's ownership or operation of the Interests. Without limitation of
     the foregoing, Assignee agrees to assume and perform any and all of the
     liabilities and obligations, or alleged or threatened liabilities and
     obligations, of Assignor for claims, losses, damages, costs, expenses,
     diminuitions in value, suits, and causes of action of any kind or
     character, with respect to the environmental condition of the Interests,
     regardless of when the events occurred that caused such condition to exist
     and whether or not caused by or attributable to Assignor's negligence.
     Assignee shall, to the fullest extent permitted by law, protect, defend,
     indemnify and hold Assignor and its directors, officers, employees, agents
     and representatives of each of them, harmless from and against any and all
     claims, losses, damages, costs, expenses, diminuitions in value, suits,
     causes of action or judgments of any kind or character with respect to any
     and all liabilities and obligations or alleged or threatened liabilities
     and obligations, including, but not limited to, any interest, penalty and
     any attorneys' fees and other costs and expenses incurred in connection
     with investigation or defending any claims or actions, whether or not
     resulting in any liability, attributable to or arising out of (i) ownership
     or operation of the Interests subsequent to the Effective Date, and (ii)
     Assignees assumption of any liability or obligation in accordance with this
     paragraph.

     THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS
     ASSIGNMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES
     AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE,
     PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ASSIGNOR.

 2.  THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED, DELIVERED, AND ACCEPTED
     WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF TITLE OF ANY KIND OR
     NATURE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EITHER EXPRESS, IMPLIED OR
     STATUTORY. THE INTERESTS ARE BEING CONVEYED AND ASSIGNED TO AND ACCEPTED BY
     THE ASSIGNEE IN THIS "AS IS, WHERE IS" CONDITION AND STATE OF REPAIR, AND
     WITH ALL FAULTS AND DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY OR
     COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
     BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION,
     MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE
     EXPRESSLY DISCLAIMED. IT IS UNDERSTOOD AND AGREED THAT ASSIGNEE SHALL
     ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION AND STATE OR
     REPAIR AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE
     PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM). IN ADDITION,
     ASSIGNOR MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS, IMPLIED OR
     STATUTORY, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA DELIVERED TO
     ASSIGNEE WITH RESPECT TO THE INTERESTS, OR CONCERNING THE QUALITY OR
     QUANTITY OF HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE TO THE INTERESTS, OR
     THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, OR THE PRICES WHICH
     ASSIGNEE IS OR WILL BE ENTITLED TO RECEIVE FOR ANY SUCH HYDROCARBONS.

 3.  Assignor shall warrant and defend the title to the Interests against all
     claims and demands of all persons claiming by, through or under Assignor,
     but not otherwise.

 4.  This Assignment and Bill of Sale shall inure to the benefit of and be
     binding upon the parties hereto, their heirs, successors and assigns.

 5.  This Assignment and Bill of Sale may be executed by Assignor and Assignee
     in any number of counterparts, each of which shall be deemed an original
     instrument, but all of which together shall constitute one and the same
     instrument.

<PAGE>

     IN WITNESS WHEREOF, this instrument shall be effective as of the June 15,
2001, (the "Effective Date").

                                        ASSIGNOR:

                                        PAX ENERGY, LLC

                                        By:
                                           ------------------------------------
                                           De Wayne Pitt, Managing Member


                                        ASSIGNEE:

                                        GREAT WEST ENERGY AND EXPLORATION, INC.

                                        By:
                                           ------------------------------------


STATE OF OKLAHOMA   )
                    )
COUNTY OF OKLAHOMA  )

     BEFORE ME, the undersigned authority, on this day personally appeared De
Wayne Pitt, Managing Member of PAX ENERGY, LLC, known to be the person and
officer whose name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the same for the purposes and consideration therein
expressed and in the capacity therein stated as the act and deed of said
corporation.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this ____ day of
_____________________ 2001.


                                  ----------------------------------------------
                                  Notary Public in and for said County and State

MY COMMISSION EXPIRES:

----------------------





STATE OF OKLAHOMA       )
                        )
COUNTY OF _____________ )

     BEFORE ME, the undersigned authority, on this day personally appeared
___________________________, ___________________ of GREAT WEST to be the person
and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein stated as the act
and deed of said corporation.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL OF OFFICE on this ____ day of
___________________ 2001.


                                  ----------------------------------------------
                                  Notary Public in and for said County and State

MY COMMISSION EXPIRES:

----------------------
<PAGE>

                                  EXHIBIT "A"


<Table>
<Caption>
                                                                  LEASE           BOOK
          LEASE NAME                       LESSEE                  DATE           PAGE
          ----------                       ------                 -----           ----
<S>                                <C>                           <C>            <C>
W. R. Cree                         Harvest Land Leasing          01/22/82       384/340
Raymond E. Reid,
Atty in Fact                       Harvest Land Leasing          01/22/82       384/337
G. B. Cree, Jr.                    Harvest Land Leasing          04/19/82       388/305
Donald R. Harrel, et ux.           Prospective Investment        02/15/82       407/355
Earl Ritterhouse, et ux.           Harvest Land Leasing          01/22/82       387/694
Mary K. Earl                       Harvest Land Leasing          02/02/82       385/754
Clyde J. Hurst Trust               Harvest Land Leasing          02/23/82       385/756
Ernestine Farley                   Harvest Land Leasing          02/02/82       387/579
Margaret Price                     Harvest Land Leasing          02/02/82       387/577
Mercedes B. Hawkins                Prospective Investment        06/24/81       370/444
Marilyn Hodges                     Prospective Investment        11/10/82       402/547
Sabine Corporation                 Prospective Investment        02/02/83       408/350
Ninrod Petroleum Company           Prospective Investment        11/15/82       399/431
The Liberty Nat'l Bank & Trust
Company                            Cities Service Company        05/05/80       346/617
Villard Martin Jr, Trustee         Cities Service Company        04/22/80       346/615
K. L. Ferguson, et ux.             Cities Service Company        12/03/81       384/866
Hazel Wyley                        Harvest Land Leasing          02/02/82       385/762
Katherine Smith, et vir.           Harvest Land Leasing          02/02/82       387/581
Jay B. Price                       Harvest Land Leasing          02/02/82       385/758
Mrs. Bertha Hollingsworth          Harvest Land Leasing          02/02/82       385/760
Lela Comstock                      Harvest Land Leasing          02/02/82       385/764
Colonial Royalties Company         Prospective Investment        04/13/82       389/514
The Ajax Investment Company        Prospective Investment        04/13/82       389/512
Triangle Oil Company               Prospective Investment        05/13/81       365/464
CCW Interests Inc.                 Prospective Investment        05/13/81       365/756
Royal Oil and Gas Corporation      Prospective Investment        05/01/81       366/13
ST OK CS 17234                     Prospective Investment        12/07/82       402/630
Joe M. Sears, Trustee              Prospective Investment        02/25/83       406/800
L. O. Pulliam                      Cities Service Company        04/10/80       346/619
Mary V. Guerin                     Cities Service Company        04/01/80       344/230
D. W. Keffer, et ux.               Cities Service Company        01/23/80       340/150
Harold M. Bradbury                 Cities Service Company        04/01/80       344/115
Elizabeth Seibold                  Cities Service Company        03/20/80       342/598
Jean R. Voss, et vir.              Cities Service Company        03/20/80       342/596
George W. Seibold, Jr.             Cities Service Company        03/20/80       342/594
Tenneco Oil Company                Prospective Investment        04/21/83       414/218
</Table>

SPECIFICALLY EXCLUDING all right, title and interest in and to the well bore of
the Safari 1-33, currently operated by The Prospective Investment and Trading
Company, Ltd., and the rights necessary to produce oil, gas and minerals from
said well bore AND all right, title and interest below the base of the Morrow
Formation.


<PAGE>

PAX ENERGY LLC
                                                              6420-B N. SANTA FE
                                                         OKLAHOMA CITY, OK 73116
                                            (405) 843-8065    FAX (405) 848-7058

October 10, 2000


Mr. Tim Burroughs                       Mr. Steve Owen
TBX Resources, Inc.                     (Hand delivered)
12300 Ford Road, Suite 194
Dallas, TX 75234

Re:  Vici Prospect Assignment
     Ellis County, OK

Dear Tim and Steve:

Enclosed for your execution and return is an Assignment of the Vici acreage
which has been executed by PAX Energy. Upon receipt of a fully executed
Assignment I will file it of record and furnish you a recorded copy. This
Assignment is exclusively subject to the Agreement and Mutual Area of Interest
between PAX Energy and Verlan W. Harrell dated August 3, 2000 (copy attached).
Further, the parties hereto establish a Mutual Area of Interest the same as the
Mutual Area of Interest provided for in the Verlan W. Harrell/PAX Energy
Agreement, in that the same terms shall apply to each of the parties.

Please indicate your acceptance of the Verlan W. Harrell letter and the Mutual
Area of Interest by signing in the space provided below, and returning a copy
for our files.

Sincerely,


/s/ DE WAYNE PITT

De Wayne Pitt

DWP:tr
Enclosures

AGREED AND ACCEPTED THIS 10TH DAY OF OCTOBER, 2000

TBX Resources, Inc.

/s/ TIM BURROUGHS                       /s/ STEVE OWEN
--------------------                    ----------------
Tim Burroughs                           Steve Owen
<PAGE>
                                PAX ENERGY, LLC
                           6420-B N. SANTA FE AVENUE
                          OKLAHOMA CITY, OK 73116-9111
                      (405) 843-8065   (405) 848-7058 FAX


                     AGREEMENT AND MUTUAL AREA OF INTEREST


     WHEREAS, Verlan W. Harrell owns 765.86 net acres in Sections 23, 26, 27 &
34-T19N-R21W, Ellis County, Oklahoma; PAX Energy desires to purchase 75% of said
acreage further described on Exhibit "A" to the Assignment attached hereto. The
parties agree as follows:

PURCHASE:

     PAX shall pay $25.00/acre for each net acre delivered upon receipt of the
executed Assignment (attached). Said Assignment delivers an 80% net revenue
interest.

CARRIED INTEREST:

     As to the first four wells drilled in Section 23, 26, 27, or 34-T19N-R21W
in which both PAX and Harrell participate, PAX will carry Harrell in the PAX
working interest for 2% working interest until the date of first production
proportionately reduced to the interest with which PAX participates.

PROSPECT FEE:

     As a fee for the geological and engineering work and presentation, PAX
agrees to pay Verlan W. Harrell a sum of $43,000.00 as a prospect fee, due upon
completion of all contractual arrangements.

MUTUAL AREA OF INTEREST (AMI):

     A Mutual Area of Interest (AMI) shall be established from the date of this
Agreement, covering Sections 23, 26, 27, 28, 34-T19N-R21W, Ellis County,
Oklahoma, and for a term as long as any of the leases remain in effect. Should
either party acquire acreage in the AMI by any means, that party shall offer to
the other party his proportionate share of the acreage at the acquiring parties
cost. In the event a party elects to go non-consent or otherwise not participate
in a proposed well, the unit attributable to the well shall be eliminated from
the AMI.

OPERATING AGREEMENT:

     A Joint Operating Agreement in the form of Exhibit "B" shall be executed by
the parties covering Sections 23, 26, 27, 28, & 34-T19N-R21W, Ellis County,
Oklahoma. It is recognized there currently exists an Operating Agreement
covering Section 33-19N-21W, with PITCO as Operator dated December 13, 1982.



<PAGE>
Agreement and Mutual Area of Interest
Page 2

PURCHASE OF SAFARI 1-33 WELL AND LEASES:

         Verlan W. Harrell further agrees to sell and assign the 2% working
interest and 1.5% revenue interest which he owns in Section 33, in the well,
production, equipment, and leases for his cost of $1,000.00, as of August 1,
2000. Said interest is currently producing and subject to the Operating
Agreement of PITCO.

         INITIAL WELL:

         PAX Energy will propose an increased density well in the spaced unit
covering Section 33 and use its best effort to cause said well to be drilled.
In the event, PAX increases its interest to 10% or above, PAX shall be
obligated to offer to Harrell 25%, and Harrell shall be obligated to accept 25%
working interest in the interest available proportionately reduced, for the
drilling of well in Section 33, and said well shall be drilled under the terms
of the existing Joint Operating Agreement.

         THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED according to the
Laws of the State of Oklahoma. This Agreement shall be binding upon and inure
to the respective successors and assigns of the parties hereto. All
negotiations between the parties are merged in this Agreement and there are no
understandings or Agreements other than those incorporated herein. This
Agreement may not be modified except in writing executed by the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have hereinto set their hands
upon the 3rd day of Aug., 2000.

                                             PAX Energy, LLC

/s/ VERLAN W. HARRELL                        /s/ DE WAYNE PITT
----------------------                       ---------------------
Verlan W. Harrell                            De Wayne Pitt




                                       2
<PAGE>
VICI                                                     Record and return to:
                                                         PAX ENERGY, LLC
                                                         6420-B N. Santa Fe
                                                         Oklahoma City, OK 73116

                        ASSIGNMENT OF OIL AND GAS LEASES
                     SUBJECT TO A CARRIED WORKING INTEREST


KNOW ALL MEN BY THESE PRESENTS:

         THAT WHEREAS, the undersigned PAX ENERGY, LLC, whose address is 6420-B
N. Santa Fe, Oklahoma City, Oklahoma, 73116, (hereinafter called "Assignor") is
the owner of an interest in certain oil and gas leases covering certain lands,
which leases and the lands covered by said leases are more fully described in
Exhibit "A" attached hereto and made a part hereof.

         NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand
paid and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned Assignor does hereby grant,
bargain, sell, transfer and convey all of that portion of Assignor's right,
title and interest in and to the leases described in Exhibit "A", unto the
following named parties (hereinafter called "Assignees"), in the proportions set
opposite their names below, as follows:

<Table>
<Caption>
                                                      PROPORTION OF WORKING
         NAME AND ADDRESS OF ASSIGNEE                   INTEREST ASSIGNED
         ----------------------------                 ---------------------
<S>                                                   <C>
         TBX Resources, Inc.                                  33.75%
         12300 Ford Road, Suite 265
         Dallas, TX 75234

         Sanguine Investments, LLC                           16.875%
         6420-B N. Sante Fe Avenue
         Oklahoma City, OK 73116
</Table>

RESERVATION

         FOR THE SAME CONSIDERATION, Assignor does hereby reserve and retain and
assignees do hereby grant, transfer, assign and convey unto the following named
parties in the proportions set opposite their names below, as follows:

<Table>
<Caption>
                                                      PROPORTIONS OF CARRIED
         NAME                                            WORKING INTEREST
         ----                                         ----------------------
<S>                                                   <C>
         PAX Energy, L.L.C.                                    4.500%
         6420-B N. Sante Fe
         Oklahoma City, OK 73116

         Creede Oil & Gas Company                              .5625%
         3217 Bart Conner Drive, Suite A
         Norman, OK 73072

         Prism Resources, L.L.C.                               .5625%
         6420-B N. Santa Fe
         Oklahoma City, OK 73116
</Table>

         AN UNDIVIDED TEN PERCENT (10.00%) CARRIED WORKING INTEREST in and to
all right, title and interest of Assignor in and to the oil and gas leases
described in Exhibit "A" attached hereto and made a part hereof, insofar and
only insofar as said leases cover the lands described in said Exhibit "A".

         In the event Assignee, their successors and assigns, acquires any
additional oil and gas leasehold or fee mineral interests in the lands described
in Exhibit "A" over and above the originally acquired prospect interest, on or
after the effective date hereof, Assignee agrees to assign in the same
proportions and subject to the same limitations, as hereinabove set forth, such
additional interest was acquired, an additional Ten Percent (10.00%) carried
working interest, on any and all such additional interests so acquired by
Assignee in the lands described in Exhibit "A". This agreement to assign such
additional carried working interest shall be and remain in full force and effect
from the effective date hereof and so long thereafter as oil and/or gas is
produced from the lands described in Exhibit "A", or upon any lands with which
the lands described on Exhibit "A" might be included in any drilling or spacing
unit.

         The term "Carried Working Interest", as used herein means that all
costs and expenses of drilling, equipping, recompleting and/or plugging back of
any well, and all costs and expenses of plugging and abandoning any well in case
of a dry hole, attributable to the carried working interest herein assigned, and
agreed to be assigned, shall be borne by Assignee, its successors and assigns
until such well has been



                                       1
<PAGE>


completed or recompleted as a producer into the tanks if an oil well or to the
point of first sales if a gas well, including any gas sales lines, metering
facilities and related production facilities, and thereafter, Assignors shall
own their proportionate shares of all personal property and surface and
subsurface fixtures, material, supplies and equipment appurtenant to such wells,
including any gas sales lines, metering facilities and related production
facilities.

         The carried working interest herein assigned, and agreed to be
assigned, shall be subject to Assignors' proportionate parts of all royalties,
excess royalties and other burdens, to which the interest of Assignor in the
subject leases was subject on the effective date hereof, or on the effective
date Assignor acquired its interest.

         GENERAL PROVISIONS

         All interests and rights of Assignors in and to the lands described in
Exhibit "A" and the production therefrom provided for in this instrument shall
extend not only to the oil and gas leases described in Exhibit "A", but also to
any and all extensions and renewals of said oil and gas leases, which may be
acquired by Assignee, its successors and assigns.

         All costs and expenses of present and future accounting,
administration, recordation and distribution, with respect to the interests
herein assigned shall be borne by Assignee. Assignor agrees to execute and
deliver to Assignees the documentation necessary to record such Assignments and
to carry out the intention of this instrument.

         This assignment may be executed in any number of counterparts, and
each executed counterpart hereof shall be deemed to be an original instrument,
but all such counterparts shall constitute but one assignment. To facilitate
recording, the counterpart to be recorded in a given county may contain only
that part of Exhibit "A" hereto that describes property located in that county.
Assignor and Assignees have retained counterparts of this assignment with a
complete Exhibit "A" hereto.

         Assignor warrants the title to the interests herein assigned be free,
clear and discharged from all former grants, charges, taxes, judgments, and
other encumbrances of whatsoever nature made or suffered to be made by, through
or under Assignor, but not otherwise.

         This instrument shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns, and shall run with and burden the leaseholds and lands which are
subject hereof. This Assignment is effective October 1, 2000.


ASSIGNEES:                                   ASSIGNOR:

TBX RESOURCES, INC.                          PAX ENERGY LLC

/s/ TIM BURROUGHS                            /s/ DE WAYNE PITT
------------------------                     ------------------------
Tim Burroughs                                By: De Wayne Pitt



/s/ STEVE OWEN
------------------------
Steve Owen



STATE OF OKLAHOMA          )
                           )ss.
COUNTY OF OKLAHOMA         )

         Before me, the undersigned, a Notary Public, in and for said County
and State on this 10th day of October, 2000 personally appeared De Wayne Pitt,
Managing Member of PAX Energy, LLC, and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

         Given under my hand and seal of office the day and year last above
written.


                                             /s/ TERRI M. RICHARDSON
                                             -------------------------------
                                                      Notary Public

My commission expires:

August 22, 2004


[NOTARY SEAL]



                                       2
<PAGE>

STATE OF TEXAS      )
                    )ss.
COUNTY OF DALLAS    )


     Before me, the undersigned, a Notary Public, in and for said County and
State on this 13th day of October, 2000 personally appeared Tim Burroughs,
President of TBX Resources, Inc., and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

     Given under my hand and seal of office the day and year last above written.

                                        /s/ CHRISTINE COLEY
                                        -------------------
[NOTARY SEAL]                              Notary Public

My commission expires:
12-29-01


STATE OF OKLAHOMA      )
                       )ss.
COUNTY OF OKLAHOMA     )


     Before me, the undersigned, a Notary Public, in and for said County and
State on this 10th day of October, 2000 personally appeared Steve Owen, and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

     Given under my hand and seal of office the day and year last above written.

                                        /s/ TERRI M. RICHARDSON
                                        -----------------------
[NOTARY SEAL]                                 Notary Public

My commission expires:
August 22, 2004


                                       3
<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                               Section 23-19N-21W
                                Ellis County, OK

Lessor:        Clayton Beall, a single person
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 8531, Page 421
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Leon Beall, a single person
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 8529, Page 417
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Ronal G. Care
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8527, Page 413
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Maxine Castor
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9153, Page 366
Description:   SE/4 NE/4

Lessor:        Jacqueline Marrs Cundieff
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8532, Page 423
Description:   N/2 N/2

Lessor:        Carol Ward de Sreyes
Lessee:        Verlan W. Harrell
Dated:         8-13-99
Recorded:      Book 9933, Page 1
Description:

Lessor:        George Doll
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9150, Page 360
Description:   SE/4 NE/4

Lessor:        Paul Edgar Doll
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9152, Page 364
Description:   SE/4 NE/4

Lessor:        Ruby Ketron
Lessee:        Verlan W. Harrell
Dated:         5-20-99
Recorded:      Book 9157, Page 372
Description:   SW/4 NW/4 & W/2 SW/4

Lessor:        Sharon Murray
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9454, Page 394
Description:   SE/4 NE/4

Lessor:        Judy Schultz
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9154, Page 368
Description:   SE/4 NE/4


                                       1




<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                           Section 23-19N-21W (cont.)
                                Ellis County, OK

Lessor:        John A. Taylor
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9932, Page 949
Description:   SE/4 NE/4

Lessor:        John T. Young & Erma Lee Young, his wife
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8533, Page 425
Description:   SE/4 NW/4 & NE/4 SW/4

Lessor:        Pauline Young, a single person
Lessee:        Verlan W. Harrell
Dated:         3-9-99
Recorded:      Book 8530, Page 419
Description:   SE/4 NW/4 & NE/4 SW/4

Lessor:        Dorotha M. Ward
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9160, Page 380
Description:   SE/4 NE/4

Lessor:        Dorothy S. Ward a/k/a Dorothy Steele Ward
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9465, Page 416
Description:   SE/4 NE/4

Lessor:        Wanda Allen White
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8528, Page 415
Description:   SW/4 NE/4, N/2 SE/4, SE/4 SE/4

Lessor:        Edith L. Wild & Everett U. Wild
Lessee:        Verlan W. Harrell
Dated:         5-18-99
Recorded:      Book 9151, Page 362
Description:   SE/4 NE/4

                               Section 26-19N-21W
                             Ellis County, Oklahoma

Lessor:        Barbara Rose Austin
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9459, Page 404
Description:   NW/4

Lessor:        Cleo Fay Crum a/k/a Cleo F. Crum
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9470, Page 426
Description:   NW/4

Lessor:        Beverly Ruth Culver
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9477, Page 440
Description:   NW/4


                                       2

<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                           Section 26-19N-21W (cont.)
                                Ellis County, OK

Lessor:        Travis David Dennett & Lorri P. Dennett, his wife
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 9473, Page 432
Description:   NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4, E/2 SE/4

Lessor:        Darline Kemnitz
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9460, Page 406
Description:   NW/4

Lessor:        Loren John (Johnny) Meeks
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9453, Page 392
Description:   NW/4

Lessor:        Merline Newell
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9458, Page 402
Description:   NW/4

Lessor:        Lou Ann O'Neill
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9466, Page 418
Description:   NW/4

Lessor:        Judith Ann Perry & Marvin Perry, her husband
Lessee:        Verlan W. Harrell
Dated:         7-15-99
Recorded:      Book 9475, Page 436
Description:   N/2 SW/4

Lessor:        Joyce Prilliman
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9457, Page 400
Description:   NW/4

Lessor:        Matilda J. Turner Tobin
Lessee:        Verlan W. Harrell
Dated:
Recorded:      Book 9462, Page 410
Description:   NW/4

Lessor:        Jeannie E. Temple Truan
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9464, Page 414
Description:   NW/4

Lessor:        Robert F. Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9472, Page 430
Description:   NW/4

Lessor:        Fred C. Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9469, Page 424
Description:   NW/4


                                       3
<PAGE>

                                  EXHIBIT "A"

                                S. VICI PROSPECT

                           Section 26-19N-21W (cont.)
                                Ellis County, OK

Lessor:        Sam Lawson Turner
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9468, Page 422
Description:   NW/4

                               Section 27-19N-21W
                             Ellis County, Oklahoma

Lessor:        Harold M. Bradbury Trust dtd. 2/20/96, Maudie L. Bradbury &
               Jennifer L. Hale, Trustees
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8539, Page 438
Description:   Sw/4 SW/4

Lessor:        Mary Opal Cree Royalty Partnership, a Texas General Partnership
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8536, Page 431
Description:   SW/4 SW/4

Lessor:        Travis David Dennett & Lorri P. Dennett, his wife
Lessee:        Verlan W. Harrell
Dated:         5-19-99
Recorded:      Book 9159, Page 378
Description:   E/2 SE/4

Lessor:        Jay E. Dixon & Ruth R. Dixon
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8538, Page 435
Description:   SW/4 SE/4

Lessor:        Mary V. Geurin Trust dtd 10-19-93, Carol Jean Bashlor,
               Surviving Trustee
Lessee:        Verlan W. Harrell
Dated:         5-2-99
Recorded:      Book 9158, Page 374
Description:   SW/4 SW/4

Lessor:        Burtram Collver Hopkins II, Trustee of the Julie Ann
               Hopkins Trust
Lessee:        Verlan W. Harrell
Dated:         3-5-99
Recorded:      Book 8534, Page 427
Description:   W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4,
               NW/4 SE/4

Lessor:        Hugh B. Key
Lessee:        Verlan W. Harrell
Dated:         2-25-99
Recorded:      Book 8537, Page 433
Description:   W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4,
               NW/4 SE/4

Lessor:        Judith Ann Perry & Marvin Perry, her husband
Lessee:        Verlan W. Harrell
Dated:         5-19-99
Recorded:      Book 9156, Page 376
Description:   E/2 SE/4

Lessor:        Ann B. Winslow
Lessee:        Verlan W. Harrell
Dated:         5-19-99
Recorded:      Book 9155, Page 370
Description:   W/2 NW/4, NE/4 NW/4, W/2 SE/4 NW/4, N/2 SW/4, SE/4 SW/4,
               NW/4 SE/4


                                       4

<PAGE>
                                  EXHIBIT "A"

                                S. VICI PROSPECT

                               Section 34-19N-21W
                                Ellis County, OK

Lessor:        Benischek Properties, L.L.C., A New Mexico Limited Liability
               Company, H. W. Benischek
Lessee:        Verlan W. Harrell
Dated:         7-7-99
Recorded:      Book 9471, Page 428
Description:   S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:        Bevery Honaker, Trustee of the Ward Irrevocable Trust dtd
               3-31-92
Lessee:        Verlan W. Harrell
Dated:         8-4-99
Recorded:      Book 9456, Page 398
Description:   S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:        Bevery Sargent Honaker Family Trust dated 3-24-92
Lessee:        Verlan W. Harrell
Dated:         7-9-99
Recorded:      Book 9455, Page 396
Description:   S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NW/4 SE/4

Lessor:        Nathan Janco, Trustee of the Nathan Janco Trust
Lessee:        Verlan W. Harrell
Dated:         8-12-99
Recorded:      Book 9931, Page 947
Description:   South 13.34 acres of the NW/4 SW/4; S/2 SW/4; SW/4 SE/4

Lessor:        Michael P. McClure
Lessee:        Verlan W. Harrell
Dated:         7-19-99
Recorded:      Book 9930, Page 945
Description:   The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and the
               SW/4 SE/4

Lessor:        Sherry A. McClure Revocable Trust U/T/A dtd 8-5-97
Lessee:        Verlan W. Harrell
Dated:         7-19-99
Recorded:      Book 9463, Page 412
Description:   The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and the
               SW/4 SE/4

Lessor:        James R. Via & Betty June Via, his wife
Lessee:        Verlan W. Harrell
Dated:         7-8-99
Recorded:      Book 9467, Page 420
Description:   The North 26.66 acres of the NW/4 SW/4

Lessor:        Gwenliana McClure Wilson
Lessee:        Verlan W. Harrell
Dated:         7-19-99
Recorded:      Book 9461, Page 408
Description:   The South 13.34 acres of the NW/4 SW/4 and the S/2 SW/4 and the
               SW/4 SE/4


                                       5
<PAGE>
PAX ENERGY LLC

                                                              6420-B N. SANTA FE
                                                         OKLAHOMA CITY, OK 73116
                                             (405) 843-8065   FAX (405) 848-7058

                                                                         [STAMP]

February 6, 2002



Mr. Tim Burroughs
TBX Resources, Inc.
12300 Ford Road, Suite 194
Dallas, TX 75234

Re:   Union City
      Section 16-11N-8W
      Canadian County, OK

Dear Tim:

Enclosed is an Assignment reflecting the previous agreement between PAX Energy,
LLC and TBX Resources, Inc. of a 10% carried interest or TBX's 20% interest in
this well.

Please execute the Assignment, have it notarized and return the original to me.
I will have the Assignment recorded and provide you with a recorded copy when
available.

If you have any questions, please call.

Sincerely,

/s/  DE WAYNE PITT
----------------------------
     De Wayne Pitt


D WP:tr
Enclosure
<PAGE>
                                                  Record and return to:
                                                  PAX ENERGY, LLC
                                                  6420-B N. Santa Fe
                                                  Oklahoma City, OK 73116


                        ASSIGNMENT OF OIL AND GAS LEASES


KNOW ALL MEN BY THESE PRESENTS:

     THAT WHEREAS, the undersigned TBX RESOURCES, INC., whose address is 12300
Ford Road, Suite 194, Dallas, TX, 75234, (hereinafter called "Assignor") is the
owner of an interest in certain oil and gas leases covering certain lands,
which leases and the lands covered by said leases are more fully described in
Exhibit "A" attached hereto and made a part hereof.

     NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand
paid and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned Assignor does hereby grant,
bargain, sell, transfer and convey a 2% carried working interest in and to the
leases described in Exhibit "A", unto Assignees in the proportion hereinafter
set forth:

<Table>
<Caption>
                                   PROPORTION OF CARRIED
NAME                                  WORKING INTEREST
----                               ---------------------
<S>                                <C>
PAX Energy, L.L.C.                          0.9%
6420-B N. Santa Fe
Oklahoma City, OK 73116

Creede Oil & Gas Company                    0.9%
3217 Bart Conner Drive, Suite A
Norman, OK 73072

Prism Resources, L.L.C.                     0.2%
6420-B N. Santa Fe
Oklahoma City, OK 73116                    ----

TOTAL                                      2.00%
</Table>

     In the event Assignor, its successors and assigns, acquire any additional
oil and gas leasehold or fee mineral interests in Section 16-11N-8W, Canadian
County, Oklahoma, over and above the originally acquired prospect interest, on
or after the effective date hereof, Assignor agrees to assign in the same
proportions and subject to the same limitations, as hereinabove set forth, such
additional interest acquired, an additional Ten Percent (10.00%) carried working
interest, on any and all such additional interests so acquired by Assignor in
the lands in Section 16-11N-8W, Canadian County, Oklahoma. This agreement to
assign such additional carried working interest shall be and remain in full
force and effect from the effective date hereof and so long thereafter as oil
and/or gas is produced from the lands in Section 16-11N-8W, Canadian County,
Oklahoma, or upon any lands with which the lands described in Section 16-11N-8W,
Canadian County, Oklahoma, might be included in any drilling or spacing unit.

     The term "Carried Working Interest", as used herein means that all costs
and expenses of drilling, equipping, recompleting and/or plugging back of any
well, and all costs and expenses of plugging and abandoning any well in case of
a dry hole, attributable to the carried working interest herein assigned, and
agreed to be assigned, shall be borne by Assignor, its successors and assigns
until such well has been completed or recompleted as a producer into the tanks
if an oil well or to the point of first sales if a gas well, including any gas
sales lines, metering facilities and related production facilities, and
thereafter, Assignees shall own their proportionate shares of all personal
property and surface and subsurface fixtures, material, supplies and equipment
appurtenant to such wells, including any gas sales lines, metering facilities
and related production facilities.

     The carried working interest herein assigned, and agreed to be assigned,
shall be subject to Assignor's proportionate parts of all royalties, excess
royalties and other burdens, to which the interest of Assignor in the subject
leases was subject on the effective date hereof, or on the effective date
Assignor acquired its interest.

     GENERAL PROVISIONS

     All interests and rights of Assignees in and to the lands described in
Exhibit "A" and the production therefrom provided for in this instrument shall
extend not only to the oil and gas leases described in Exhibit "A", but also to
any and all extensions and renewals of said oil and gas leases, which may be
acquired by Assignor, its successors and assigns.
<PAGE>


         All costs and expenses of present and future accounting,
administration, recordation and distribution, with respect to the interests
herein assigned shall be borne by Assignee. Assignor agrees to execute and
deliver to Assignees the documentation necessary to record such Assignments and
to carry out the intention of this instrument.

         This assignment may be executed in any number of counterparts, and each
executed counterpart hereof shall be deemed to be an original instrument, but
all such counterparts shall constitute but one assignment. To facilitate
recording, the counterpart to be recorded in a given county may contain only
that part of Exhibit "A" hereto that describes property located in that county.
Assignor and Assignees have retained counterparts of this assignment with a
complete Exhibit "A" hereto.

         Assignor warrants the title to the interests herein assigned to be
free, clear and discharged from all former grants, charges, taxes, judgments,
and other encumbrances of whatsoever nature made or suffered to be made by,
through or under Assignor, but not otherwise.

         This instrument shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns, and shall run with and burden the leaseholds and lands which are the
subject hereof. This Assignment is effective February 1, 2002.

ASSIGNOR:                                    ASSIGNEES:

TBX RESOURCES, INC.                          PAX ENERGY, LLC.

/s/ TIM BURROUGHS                            /s/ DE WAYNE PITT
-----------------------                      ------------------------------
Tim Burroughs, President                     De Wayne Pitt, Managing Member


                                             PRISM RESOURCES, LLC

                                             /s/ J.P. DICK
                                             -------------------------------
                                             J. P. Dick, Managing Member


                                             CREEDE OIL & GAS COMPANY

                                             /s/ ELLIS RANDOLPH
                                             -------------------------------
                                             Ellis Randolph, President


STATE OF OKLAHOMA          )
                           )ss.
COUNTY OF OKLAHOMA         )

         Before me, the undersigned, a Notary Public, in and for said County
and State on this 7th day of February, 2002 personally appeared De Wayne Pitt,
Managing Member of PAX Energy, LLC, and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

         Given under my hand and seal of office the day and year last above
written.

My commission expires:              /s/ TERRI M. RICHARDSON
                                    -----------------------
August 22, 2004                          Notary Public

                                 [NOTARY SEAL]


STATE OF TEXAS             )
                           )ss.
COUNTY OF ______________   )

         Before me, the undersigned, a Notary Public, in and for said County and
State on this ___ day of ________, 2002 personally appeared Tim Burroughs,
President of TBX Resources, Inc., and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

         Given under my hand and seal of office the day and year last above
written.

My commission expires:
                                    -----------------------
                                         Notary Public
----------------------
<PAGE>
STATE OF OKLAHOMA        )
                         ) ss.
COUNTY OF OKLAHOMA       )

     Before me, the undersigned, a Notary Public, in and for said County and
State on this 7th day of February, 2002 personally appeared J.P. Dick, Managing
Member of Prism Resources, LLC, and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

     Given under my hand and seal of office the day and year last above written.

My commission expires      [NOTARY SEAL]          /s/ TERRY M. RICHARDSON
                                                  --------------------------
 August 22, 2004                                        Notary Public

STATE OF OKLAHOMA        )
                         ) ss.
COUNTY OF OKLAHOMA       )

     Before me, the undersigned, a Notary Public, in and for said County and
State on this 7th day of February, 2002 personally appeared Ellis Randolph,
President of Creede Oil & Gas Company, and acknowledged to me that he executed
the same as his free and voluntary act and deed, for the uses and purposes
therein set forth.

     Given under my hand and seal of office the day and year last above written.

My commission expires      [NOTARY SEAL]          /s/ TERRY M. RICHARDSON
                                                  --------------------------
 August 22, 2004                                        Notary Public
<PAGE>
               Canadian County, OK

Lessor:        Barbara Ann Reuter, Managing Trustee of the Equivalent Exemption
               Trust, Last Will of Gaylord Reuter, decd.
Lessee:        PAX Energy, LLC
Dated:         4-9-01
Recorded:      Book 2430, Page 840
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Jack J. and Alice M. Robinson
Lessee:        PAX Energy, LLC
Dated:         4-9-01
Recorded:      Book 2430, Page 842
Description:   E/2 NE/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Triple B Farms, LLC
Lessee:        PAX Energy, LLC
Dated:         4-9-01
Recorded:      Book 2427, Page 578
Description:   W/2 NE/4 and SE/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Oklahoma United Methodist Foundation, Inc., Bank One Trust
               Company, N.A.
Lessee:        PAX Energy, LLC
Dated:         4-11-01
Recorded:      Book 2427, Page 576
Description:   SW/4 Section 16-11N-8W
               Canadian County, OK

And the interest of Robert Baxter Case, being the same person as Roger Baxter
Case, which interest was pooled by the Oklahoma Corporation Commission under
Pooling Order No. 452155 dated May 17, 2001 covering interest in the NW/4
Section 16-11N-8W, Canadian County, Oklahoma.
<PAGE>

                                                         Record and return to:
                                                         PAX ENERGY, LLC
                                                         6420-B N. Santa Fe
                                                         Oklahoma City, OK 73116

                        ASSIGNMENT OF OIL AND GAS LEASES
                     SUBJECT TO A CARRIED WORKING INTEREST


KNOW ALL MEN BY THESE PRESENTS:

     THAT WHEREAS, the undersigned PAX ENERGY, LLC, whose address is 6420-B N.
Santa Fe, Oklahoma City, Oklahoma, 73116, (hereinafter called "Assignor") is the
owner of an interest in certain oil and gas leases covering certain lands,
which leases and the lands covered by said leases are more fully described in
Exhibit "A" attached hereto and made a part hereof.

     NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand
paid and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned Assignor does hereby grant,
bargain, sell, transfer and convey all of that portion of Assignor's right,
title and interest in and to the leases described in Exhibit "A", unto the
following named parties (hereinafter called "Assignees"), in the proportions set
opposite their names below, as follows:

<Table>
<Caption>
                                              PROPORTION OF WORKING
     NAME AND ADDRESS OF ASSIGNEE               INTEREST ASSIGNED
     ----------------------------             ---------------------

<S>                                      <C>
     TBX Resources, Inc.                              45.00%
     12300 Ford Road, Suite 265
     Dallas, TX 75234

     Getty Natural Gas Corporation                    45.00%
     6422-A N. Santa Fe
     Oklahoma City, OK 73116

                                                      -----
     TOTAL                                            90.00%
</Table>

RESERVATION

     FOR THE SAME CONSIDERATION, Assignor does hereby reserve and retain and
assignees do hereby grant, transfer, assign and convey unto the following named
parties in the proportions set opposite their names below, as follows:

<Table>
<Caption>
                                              PROPORTION OF CARRIED
     NAME                                       WORKING INTEREST
     ----                                     ---------------------

<S>                                           <C>
     PAX Energy, L.L.C.                                8.00%
     6420-B N. Santa Fe
     Oklahoma City, OK 73116

     Creede Oil & Gas Company                          1.00%
     3217 Bart Conner Drive, Suite A
     Norman, OK 73072

     Prism Resources, L.L.C.                           1.00%
     6420-B N. Santa Fe
     Oklahoma City, OK 73116
                                                      -----
     TOTAL                                            10.00%
</Table>

     AN UNDIVIDED TEN PERCENT (10.00%) CARRIED WORKING INTEREST in and to all
right, title and interest of Assignor in and to the oil and gas leases
described in Exhibit "A" attached hereto and made a part hereof, insofar and
only insofar as said leases cover the lands described in said Exhibit "A".

     In the event Assignee, their successors and assigns, acquires any
additional oil and gas leasehold or fee mineral interests in the lands
described in Exhibit "A" over and above the originally acquired prospect
interest, on or after the effective date hereof, Assignee agrees to assign in
the same proportions and subject to the same limitations, as hereinabove set
forth, such additional interest was acquired, an additional Ten Percent
(10.00%) carried working interest, on any and all such additional interests so
acquired by Assignee in the lands described in Exhibit "A". This agreement to
assign such additional carried working interest shall be and remain in full
force and effect from the effective date hereof and so long thereafter as oil
and/or gas is produced from the lands described in Exhibit "A", or upon any
lands with which the lands described on Exhibit "A" might be included in any
drilling or spacing unit.


                                       1
<PAGE>

         The term "Carried Working Interest", as used herein means that all
costs and expenses of drilling, equipping, recompleting and/or plugging back of
any well, and all costs and expenses of plugging and abandoning any well in case
of a dry hole, attributable to the carried working interest herein assigned, and
agreed to be assigned, shall be borne by Assignee, its successors and assigns
until such well has been completed or recompleted as a producer into the tanks
if an oil well or to the point of first sales if a gas well, including any gas
sales lines, metering facilities and related production facilities, and
thereafter, Assignors shall own their proportionate shares of all personal
property and surface and subsurface fixtures, material, supplies and equipment
appurtenant to such wells, including any gas sales lines, metering facilities
and related production facilities.

         The carried working interest herein assigned, and agreed to be
assigned, shall be subject to Assignors' proportionate parts of all royalties,
excess royalties and other burdens, to which the interest of Assignor in the
subject leases was subject on the effective date hereof, or on the effective
date Assignor acquired its interest.

         GENERAL PROVISIONS

         All interests and rights of Assignors in and to the lands described in
Exhibit "A" and the production therefrom provided for in this instrument shall
extend not only to the oil and gas leases described in Exhibit "A", but also to
any and all extensions and renewals of said oil and gas leases, which may be
acquired by Assignee, its successors and assigns.

         All costs and expenses of present and future accounting,
administration, recordation and distribution, with respect to the interests
herein assigned shall be borne by Assignee. Assignor agrees to execute and
deliver to Assignees the documentation necessary to record such Assignments and
to carry out the intention of this instrument.

         This assignment may be executed in any number of counterparts, and each
executed counterpart hereof shall be deemed to be an original instrument, but
all such counterparts shall constitute but one assignment. To facilitate
recording, the counterpart to be recorded in a given county may contain only
that part of Exhibit "A" hereto that describes property located in that county.
Assignor and Assignees have retained counterparts of this assignment with a
complete Exhibit "A" hereto.

         Assignor warrants the title to the interests herein assigned be free,
clear and discharged from all former grants, charges, taxes, judgments, and
other encumbrances of whatsoever nature made or suffered to be made by, through
or under Assignor, but not otherwise.

         This instrument shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns, and shall run with and burden the leaseholds and lands which are the
subject hereof. This Assignment is effective July 1, 2000.


TBX RESOURCES, INC.                             PAX ENERGY, LLC


/s/ TIM BURROUGHS                               /s/ DE WAYNE PITT
-------------------------                       ------------------------
Tim Burroughs                                   By: De Wayne Pitt


GETTY NATURAL GAS CORPORATION


/s/ STEVE OWEN                                  /s/ [ILLEGIBLE]
--------------------------                      --------------------------
Steve Owen, Vice President                      President




STATE OF OKLAHOMA       )
                        ) ss.
COUNTY OF OKLAHOMA      )


     Before me, the undersigned, a Notary Public, in and for said County and
State on this 19th day of September 2000 personally appeared De Wayne Pitt and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

     Given under my hand and seal of office the day and year last above written.

My commission expires:                          /s/ TERRI M. RICHARDSON
                                                -----------------------
8-22-04                                              Notary Public
----------------------

[NOTARY SEAL]
                                       2


<PAGE>




STATE OF TEXAS          )
                        )ss.
COUNTY OF DALLAS        )


     Before me, the undersigned, a Notary Public, in and for said County and
State on this 25th day of September, 2000 personally appeared Tim Burroughs and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

     Given under my hand and seal of office the day and year last above written.

                                                     /s/ CHRISTINE COLEY
My commission expires:                               -------------------
                                                        Notary Public
12-29-01
----------------------                                  [NOTARY SEAL]



STATE OF OKLAHOMA       )
                        )ss.
COUNTY OF OKLAHOMA      )

     Before me, the undersigned, a Notary Public, in and for said County and
State on this ____ day of ______________, 2000 personally appeared Steve Owen
and acknowledged to me that he executed the same as his free and voluntary act
and deed, for the uses and purposes therein set forth.

     Given under my hand and seal of office the day and year last above written.


My commission expires:                               -------------------
                                                        Notary Public

----------------------







                                        3

<PAGE>

                                   EXHIBIT "A"

                Attached to and made a part of that Assignment of
                    Oil and Gas Leases effective July 1, 2000



Oil and Gas Lease covering the NW/4 Section 22-21N-6W containing 158.99 acres,
subject to the Operating Agreement dated March 1, 1977, covering the S/2 of
Section 22-21N-6W, Garfield County, Oklahoma, insofar and only insofar as they
cover the E/2 NW/4 of Section 22-21N-6W Garfield County, Oklahoma, which is the
Viola spacing unit attributable to the Viola production from the Albert 1-22
Well, excluding production from the Elmer Stutz 2-22 Well located in the NW/4
NW/4 of Section 22-21N-6W, Garfield County, Oklahoma.







                                       4
<PAGE>
                        ASSIGNMENT OF OIL AND GAS LEASE

STATE OF OKLAHOMA  )
                   )ss
COUNTY OF CANADIAN )

KNOW ALL MEN BY THESE PRESENTS:

That TBX RESOURCES, INC., 12300 Ford Road, Suite 194, Dallas, Texas, 75234, and
PAX ENERGY LLC, 6420-B N. Santa Fe, Oklahoma City, Oklahoma, hereinafter called
"Assignors", for and in consideration of the sum of Ten Dollars ($10.00) cash
and other good and valuable consideration paid by CRAWLEY PETROLEUM
CORPORATION, 105 N. Hudson, Suite 800, Oklahoma City, Oklahoma, 73102,
hereinafter called "Assignee", the receipt and sufficiency of which is hereby
acknowledged, does, subject to the terms and provisions hereof, sell, assign,
transfer and convey unto Assignee, its successors or assigns, 60% of Assignors'
right, title and interest in and to the oil and gas lease, lands and interest
therein, in Canadian County, Oklahoma, hereinafter referred to as "said lease",
to wit:

         LESSOR:           Margaret E. Petree
         LESSEE:           Sarkey's Inc.
         DATED:            November 5, 1976
         RECORDED:         Book 652, Page 135
         DESCRIPTION:      Section 17-11N-8W

Less and except the borehole of the Petree 1-17 well located in the NE/4 of
Section 17-11N-8W, Canadian County, Oklahoma. This Assignment is from the
surface of the earth to the base of the Hunton formation outside the wellbore
of the Petree 1-17 well, less and except the Cottage Grove or equivalent Layton
formation as identified in the Petree 1-17 well, Section 17-11N-8W, between a
depth of 8740' to 8796'.

Assignor hereby specifically reserves an overriding royalty interest based upon
the difference between 22.75% and existing lease burdens, it being the intent
to deliver to Assignee a 77.25% net revenue interest. Said reserved overriding
royalty shall be proportionately reduced to the extent that said lease covers
less than the full oil and gas leasehold estate under the assigned tract.

This Assignment is subject to the terms of the Assignment dated February 6,
2001 from Sweetwater Exploration LLC to TBX Resources, Inc. and this Assignment
is subject to the terms and conditions of that certain unrecorded Letter
Agreement between Sweetwater Exploration LLC and TBX Resources, Inc. dated
January 30, 2001, and subject to the terms of Letter Agreement between TBX, PAX
and Crawley dated June 28, 2001.

Assignor hereby agrees to indemnify, defend, and hold Assignee harmless from
and against any and all claims, demands, actions, orders, judgments, or
liabilities relating to acts, events, or failure to act or any other matter
whatsoever associated with the conveyed properties occurring prior to the
effective date hereof.

The terms, covenants and conditions hereof shall be binding upon and shall
inure to the benefit of Assignor and Assignee and their respective successors
and assigns.

THIS ASSIGNMENT is made without warranty of title, express or implied, except
as to claims by, through and under Assignors, and shall extend to and be
binding upon the heirs, executors, administrators, trustees, successors and
assigns of the respective parties.

IN WITNESS WHEREOF, Assignor has executed this instrument on this 3rd day of
July, 2001, however effective February 1, 2001.

ASSIGNORS:

PAX ENERGY, LLC                               TBX RESOURCES, INC.

/s/ DE WAYNE PITT                             /s/ TIM BURROUGHS
----------------------------------            ------------------------------
By: De Wayne Pitt, Managing Member            By: Tim Burroughs, President

ASSIGNEE:

CRAWLEY PETROLEUM CORPORATION

/s/ S.K. HATFIELD
----------------------------------
By: S.K. Hatfield, President
<PAGE>

STATE OF TEXAS      )
                    )ss.
COUNTY OF DALLAS    )

Before me, the undersigned, a Notary Public, in and for said County and State on
this 29th day of June, 2001, personally appeared Tim Burroughs and
acknowledged to me that he executed the same as his free and voluntary act and
deed as President of TBX Resources, Inc., for the uses and purposes therein set
forth.

Given under my hand and seal of office the day and year last above written.

My commission expires:                           /s/ CHRISTINE COLEY
                                                 -------------------
12-29-01                                             Notary Public

                                                    [NOTARY SEAL]

STATE OF OKLAHOMA   )
                    )ss.
COUNTY OF OKLAHOMA  )

Before me, the undersigned, a Notary Public, in and for said County and State on
this 29th day of June, 2001, personally appeared De Wayne Pitt and acknowledged
to me that he executed the same as his free and voluntary act and deed as
Managing Member of PAX Energy, LLC, for the uses and purposes therein set forth.

Given under my hand and seal of office the day and year last above written.

My commission expires:                           /s/ TERRI M. RICHARDSON
                                                 -----------------------
8-22-04                                                Notary Public

                                                       [NOTARY SEAL]

STATE OF OKLAHOMA   )
                    )ss.
COUNTY OF OKLAHOMA  )

Before me, the undersigned, a Notary Public, in and for said County and State on
this 3rd day of July, 2001, personally appeared S.K. Hatfield and acknowledged
to me that he executed the same as his free and voluntary act and deed as
President of Crawley Petroleum Corporation, for the uses and purposes therein
set forth.

Given under my hand and seal of office the day and year last above written.

My commission expires:                           /s/ DONNA B. COVINGTON
                                                 ----------------------
Jan. 31, 2003                                        Notary Public

[NOTARY SEAL]
<PAGE>
                        ASSIGNMENT OF OIL AND GAS LEASES
                       AND FORCE POOLED MINERAL INTERESTS

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned, TBX RESOURCES, INC., 12300 Ford Road, Suite 194,
Dallas, Texas, 75234, and PAX ENERGY, LLC, 6420 N. Santa Fe, Oklahoma City,
Oklahoma, 73116, hereinafter referred to as "ASSIGNORS", for and in
consideration of the sum of ten dollars ($10.00), the receipt of which is hereby
acknowledged, does hereby sell, assign, transfer, and set over to CRAWLEY
PETROLEUM CORPORATION, 105 N. Hudson, Suite 800, Oklahoma City, Oklahoma, 73102
hereinafter referred to as "ASSIGNEE", 60% of Assignor's right, title and
interest in and to those certain Oil and Gas Leases and force pooled mineral
interests ("Leases"), more specifically described and set out in Exhibit "A",
attached hereto and made a part hereof.

         DELIVERING an 80% net revenue interest in the Leases, reserving a
proportionately reduced overriding royalty interest equal to the difference
between existing burdens and 80% to the Assignors.

         ASSIGNORS reserve and shall be granted a proportionately reduced
back-in to a working interest ownership of the well, equipment and Leases of 15%
after payout of all costs of drilling, completing, operating, and acreage costs
attributable to the well and Leases conveyed by this Assignment.

         THIS ASSIGNMENT shall be subject to the terms and conditions of the
Leases herein assigned and to the depths and limitations, if any, thereof, and
subject further to all overriding royalties, excessive royalties, or other
burdens presently existing and subject to terms of the Letter Agreement between
TBX Resources, Inc., PAX Energy, LLC, and Crawley Petroleum Corporation, dated
June 28, 2001.

         THIS ASSIGNMENT is made without warranty of title, express or implied,
except as to claims by, through and under Assignors, and shall extend to and be
binding upon the heirs, executors, administrators, trustees, successors and
assigns of the respective parties.

         EXECUTED AND DELIVERED THIS 3rd day of July, 2001


ASSIGNOR:                               ASSIGNEE:
PAX ENERGY, LLC                          Crawley Petroleum Corporation



    /s/ DE WAYNE PITT                       /s/ S.K. HATFIELD
----------------------------------      -------------------------------
By: De Wayne Pitt, Managing Member      By: S.K. Hatfield, President


ASSIGNOR:
TBX Resources, Inc.


    /s/ TIM BURROUGHS
--------------------------------
By: Tim Burroughs, President


                                       1
<PAGE>

STATE OF OKLAHOMA    )
                     )ss.
COUNTY OF OKLAHOMA   )

Before me, the undersigned, a Notary Public, in and for said County and State
on this 29th day of June 2001 personally appeared De Wayne Pitt and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

Given under my hand and seal of office the day and year last above written.


                                             /s/ TERRI M. RICHARDSON
                                             ---------------------------------
                                                      Notary Public

My commission expires:
                                                      [NOTARY SEAL]
8-22-04


STATE OF TEXAS       )
                     )ss.
COUNTY OF DALLAS     )

Before me, the undersigned, a Notary Public, in and for said County and State
on this 29th day of June 2001 personally appeared Tim Burroughs and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

Given under my hand and seal of office the day and year last above written.


                                             /s/ CHRISTINE COLEY
                                             ---------------------------------
                                                      Notary Public

My commission expires:
                                                      [NOTARY SEAL]
12-29-01



STATE OF OKLAHOMA    )
                     )ss.
COUNTY OF OKLAHOMA   )

Before me, the undersigned, a Notary Public, in and for said County and State
on this 3rd day of July 2001 personally appeared S.K. Hatfield and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

Given under my hand and seal of office the day and year last above written.


                                             /s/ DONNA B. COVINGTON
                                             ---------------------------------
                                                      Notary Public

My commission expires:
                                                      [NOTARY SEAL]
Jan. 31, 2003
<PAGE>
                                  EXHIBIT "A"

Attached to and made a part of that Assignment of Oil and Gas Leases between PAX
Energy, LLC, TBX Resources, Inc., Assignors, and Crawley Petroleum Corporation,
Assignee, dated July 3rd, 2001

Lessor:        Connie Gay Athens
Lessee:        PAX Energy, LLC
Dated:         09-12-00
Recorded:      Book 2396, Page 91
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Connie Gay Athens, Trustee of the Mary Virginia Corn Trust
Lessee:        PAX Energy, LLC
Dated:         09-12-00
Recorded:      Book 2396, Page 91
Description:   NW/4 Section 16-11N
               Canadian County, OK

Lessor:        Carolyn Kay Magni
Lessee:        PAX Energy, LLC
Dated:         09-12-00
Recorded:      Book 2396, Page 94
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Michael D. Smith, Sole Heir of Donald E. Smith, dec'd.
Lessee:        PAX Energy, LLC
Dated:         10-19-00
Recorded:      Book 2396, Page 99
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Terry G. Smith, as Trustee of the Smith Family Living Trust dated
               March 6, 1991
Lessee:        Pax Energy, LLC
Dated:         10-19-00
Recorded:      Book 2396, Page 97
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Patricia Neal
Lessee:        Pax Energy, LLC
Dated:         11-21-00
Recorded:      Book 2398, Page 603
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        James Edward Smith
Lessee:        Pax Energy, LLC
Dated:         11-21-00
Recorded:      Book 2402, Page 329
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

Lessor:        Kenny W. Smith
Lessee:        PAX Energy, LLC
Dated:         11-21-00
Recorded:      Book 2402, Page 330
Description:   NW/4 Section 16-11N-8W
               Canadian County, OK

                                       3


<PAGE>
                                  EXHIBIT "A"
                                     Page 2


Lessor:           Robert H. Smith
Lessee:           PAX Energy, LLC
Dated:            11-21-00
Recorded:         Book 2396, Page 95
Description:      NW/4 Section 16-11N-8W
                  Canadian County, OK

Lessor:           Frederick J. Norman
Lessee:           PAX Energy, LLC
Dated:            11-30-00
Recorded:         Book 2396, Page 87
Description:      NW/4 Section 16-11N-8W
                  Canadian County, OK

Lessor:           Lloyd V. (now deceased) and Ruth Chappell, h/w, JT,
                  Betty Ann Sherwin, POA, Betty Ann Sherwin and
                  Carroll E. Sherwin, h/w
                  And Mary Ellen Hembree and Jess E. Hembree, h/w
Lessee:           PAX Energy, LLC
Dated:            4-9-01
Recorded:         Book 2430, Page 837
Description:      E/2 NE/4 Section 16-11N-8W
                  Canadian County, OK

Lessor:           Barbara Ann Reuter, Managing Trustee of the Equivalent
                  Exemption Trust, Last Will of Gaylord Reuter, decd.
Lessee:           PAX Energy, LLC
Dated:            4-9-01
Recorded:         Book 2430, Page 840
Description:      NW/4 Section 16-11N-8W
                  Canadian County, OK

Lessor:           Jack J. and Alice M. Robinson
Lessee:           PAX Energy, LLC
Dated:            4-9-01
Recorded:         Book 2430, Page 842
Description:      E/2 NE/4 Section 16-11N-8W
                  Canadian County, OK

Lessor:           Triple B Farms, LLC
Lessee:           PAX Energy, LLC
Dated:            4-9-01
Recorded:         Book 2427, Page 578
Description:      W/2 NE/4 and SE/4 Section 16-11N-8W
                  Canadian County, OK

Lessor:           Oklahoma United Methodist Foundation, Inc.,
                  Bank One Trust Company, N.A.
Lessee:           PAX Energy, LLC
Dated:            4-11-01
Recorded:         Book 2427, Page 578
Description:      W/2 NE/4 and SE/4 Section 16-11N-8W
                  Canadian County, OK

And the interest of Robert Baxter Case, being the same person as Roger Baxter
Case, which interest was pooled by the Oklahoma Corporation Commission under
Pooling Order CD No. 200101023 and Order No. 452155 dated May 17, 2001 covering
and interest in the NW/4 Section 16-11N-8W, Canadian County, Oklahoma.


                                       4
<PAGE>
                                                         Record and return to:
                                                         PAX ENERGY, LLC
                                                         6420-B N. Santa Fe
                                                         Oklahoma City, OK 73116

                        ASSIGNMENT OF OIL AND GAS LEASES
                     SUBJECT TO A CARRIED WORKING INTEREST

KNOW ALL MEN BY THESE PRESENTS:

         THAT WHEREAS, the undersigned PAX ENERGY, LLC, whose address is 6420-B
N. Santa Fe, Oklahoma City, Oklahoma, 73116, (hereinafter called "Assignor") is
the owner of an interest in certain oil and gas leases covering certain lands,
which leases and the lands covered by said leases are more fully described in
Exhibit "A" attached hereto and made a part hereof.

         NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) in land
paid and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned Assignor does hereby grant,
bargain, sell, transfer and convey all of that portion of Assignor's right,
title and interest in and to the leases described in Exhibit "A", which interest
was assigned into PAX Energy, LLC by Jerry Gordon (.00754700), Assignment
effective May 29, 2001, and Joe Sears, (.00677080), Assignment effective July 1,
2001 and Verlan Harrell (.02000), Assignment effective August 1, 2000, being a
total of .0343178 unto the following named parties (hereinafter called
"Assignees"), in the proportions set opposite their names below, as follows:

<Table>
<Caption>
                                                      Portion of Working
Name and Address of Assignee                           Interest Assigned
----------------------------                          ------------------
<S>                                                   <C>
TBX Resources, Inc.                                          45%
12300 Ford Road, Suite 265
Dallas, TX 75234

Garrett Petroleum, Inc.                                      22.5%
8801 S. Yale, Suite 240
P.O. Box 853
Tulsa, OK 74137

Merlin Corporation                                           22.5%
6420-B N. Santa Fe
Oklahoma City, OK 73116

TOTAL                                                        90%
</Table>

RESERVATION

FOR THE SAME CONSIDERATION, Assignor does hereby reserve and retain and
assignees do hereby grant, transfer, assign and convey unto the following named
parties in the proportions set opposite their names below, as follows:

<Table>
<Caption>
                                                      Portion of Carried
Name                                                   Working Interest
----                                                  ------------------
<S>                                                   <C>
PAX Energy, L.L.C.                                          8.00%
6420-B N. Santa Fe
Oklahoma City, OK 73116

Creede Oil & Gas Company                                    1.00%
3217 Bart Conner Drive, Suite A
Norman, OK 73072

Prism Resources, L.L.C.                                     1.00%
6420-B N. Santa Fe
Oklahoma City, OK 73116                                  ---------

TOTAL                                                      10.00%
</Table>

         AN UNDIVIDED TEN PERCENT (10.00%) CARRIED WORKING INTEREST in and to
all right, title and interest of Assignor in and to the oil and gas leases
described in Exhibit "A" attached hereto and made a part hereof, insofar and
only insofar as said leases cover the lands described in said Exhibit "A".

<PAGE>
     In the event Assignee, their successors and assigns, acquires any
additional oil and gas leasehold or fee mineral interests in the lands
described in Exhibit "A" over and above the originally acquired prospect
interest, on or after the effective date hereof, Assignee agrees to assign in
the same proportions and subject to the same limitations, as hereinabove set
forth, such additional interest was acquired, an additional Ten Percent (10.00%)
carried working interest, on any and all such additional interests so acquired
by Assignee in the lands described in Exhibit "A". This agreement to assign
such additional carried working interest shall be and remain in full force and
effect from the effective date hereof and so long thereafter as oil and/or gas
is produced from the lands described in Exhibit "A", or upon any lands with
which the lands described on Exhibit "A" might be included in any drilling or
spacing unit.

     The term "Carried Working Interest", as used herein means that all costs
and expenses of drilling, equipping, recompleting and/or plugging back of any
well, and all costs and expenses of plugging and abandoning any well in case of
a dry hole, attributable to the carried working interest herein assigned, and
agreed to be assigned, shall be borne by Assignee, its successors and assigns
until such well has been completed or recompleted as a producer into the tanks
if an oil well or to the point of first sales if a gas well, including any gas
sales lines, metering facilities and related production facilities, and
thereafter, Assignors shall own their proportionate shares of all personal
property and surface and subsurface fixtures, material, supplies and equipment
appurtenant to such wells, including any gas sales lines, metering facilities
and related production facilities.

     The carried working interest herein assigned, and agreed to be assigned,
shall be subject to Assignors' proportionate parts of all royalties, excess
royalties and other burdens, to which the interest of Assignor in the subject
leases was subject on the effective date hereof, or on the effective date
Assignor acquired its interest.

     GENERAL PROVISIONS

     All interests and rights of Assignors in and to the lands described in
Exhibit "A" and the production therefrom provided for in this instrument shall
extend not only to the oil and gas leases described in Exhibit "A", but also to
any and all extensions and renewals of said oil and gas leases, which may be
acquired by Assignee, its successors and assigns.

     All costs and expenses of present and future accounting, administration,
recordation and distribution, with respect to the interests herein assigned
shall be borne by Assignee. Assignor agrees to execute and deliver to Assignees
the documentation necessary to record such Assignments and to carry out the
intention of this instrument.

     This assignment may be executed in any number of counterparts, and each
executed counterpart hereof shall be deemed to be an original instrument, but
all such counterparts shall constitute but one assignment. To facilitate
recording, the counterpart to be recorded in a given county may contain only
that part of Exhibit "A" hereto that describes property located in that county.
Assignor and Assignees have retained counterparts of this assignment with a
complete Exhibit "A" hereto.

     Assignor warrants the title to the interests herein assigned be free,
clear and discharged from all former grants, charges, taxes, judgments, and
other encumbrances of whatsoever nature made or suffered to be made by, through
or under Assignor, but not otherwise.

     This instrument shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns, and shall run with and burden the leaseholds and lands which are the
subject hereof. This Assignment is effective September 1, 2001.

ASSIGNEES:                                       ASSIGNOR:

TBX RESOURCES, INC.                              PAX ENERGY, LLC

/s/ TIM BURROUGHS                                /s/ DE WAYNE PITT
------------------------                         ------------------------
    Tim Burroughs                                By: De Wayne Pitt

GARRETT PETROLEUM, INC.


------------------------
J.P. Garrett

MERLIN CORPORATION

/s/ DE WAYNE PITT
------------------------
De Wayne Pitt, President

                                       2
<PAGE>
STATE OF OKLAHOMA          )
                           )ss.
COUNTY OF OKLAHOMA         )

         Before me, the undersigned, a Notary Public, in and for said County and
State on this 30th day of August, 2001 personally appeared De Wayne Pitt,
Managing Member of PAX Energy, LLC, and President of Merlin Corporation, and
acknowledged to me that he executed the same as his free and voluntary act and
deed, for the uses and purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

My commission expires:              /s/ TERRI M. RICHARDSON
                                    -----------------------
                                         Notary Public

August 22, 2004                     [NOTARY SEAL]


STATE OF TEXAS             )
                           )ss.
COUNTY OF DALLAS           )

         Before me, the undersigned, a Notary Public, in and for said County and
State on this 31st day of August, 2001 personally appeared Tim Burroughs,
President of TBX Resources, Inc., and acknowledged to me that he executed the
same as his free and voluntary act and deed, for the uses and purposes therein
set forth.

         Given under my hand and seal of office the day and year last above
written.

My commission expires:              /s/ CHRISTINE COLEY
                                    -------------------
                                       Notary Public

12-29-01
----------------------              [NOTARY SEAL]


STATE OF OKLAHOMA          )
                           )ss.
COUNTY OF OKLAHOMA         )

         Before me, the undersigned, a Notary Public, in and for said County and
State on this ____ day of _________, 2001 personally appeared _______________,
______________ of Garrett Petroleum, Inc., and acknowledged to me that he
executed the same as his free and voluntary act and deed, for the uses and
purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.

My commission expires:
                                    ----------------------
                                        Notary Public

----------------------



                                       3
<PAGE>
                                                                         [STAMP]

                      PARTIAL ASSIGNMENT AND BILL OF SALE
                                (WELLBORE ONLY)

STATE OF OKLAHOMA        )
                         )    KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF CADDO          )

     THAT, for valuable consideration in hand paid, the receipt and sufficiency
of which are hereby acknowledged RYAN PETROLEUM OPERATING, INC., whose address
is 100 West Main Street, Suite 227, Oklahoma City, Oklahoma 73102, (hereinafter
referred to as "Assignor"), hereby assigns, grants and conveys to TBX RESOURCES,
INC., whose address is 12300 Ford Road, Suite 194, Dallas, Texas 75234,
(hereinafter referred to as "Assignee"), an undivided TWENTY-FIVE PERCENT (25%)
interest in and to the oil and gas leases located in Section 2-12N-12W,
("Conveyed Premises"), INSOFAR AND ONLY INSOFAR as oil and gas and/or other
minerals attributable to the Conveyed Premises are produced from the WELLBORE of
the Soddie #1-2 Well, located in Section 2, Township 12 North, Range 12 West,
Caddo County, and further limited to production from the Red Fork formation only
as found in the Soddie #1-2 well from 11, 235' to 11, 620' subsurface. It is
expressly understood and agreed that this Partial Assignment of Oil and Gas
Leases pertains to and covers only production from the WELLBORE of the Soddie
#1-2 well.

     Assignee shall bear it proportionate share of all royalties, overriding
royalties, and other matters presently of record, which burden the Conveyed
Premises. This assignment is specifically made subject to the terms and
conditions of that certain Letter Agreement by and between Assignor and Assignee
herein.

     This Assignment is made without warranty of title, either express or
implied, except by, through and under Assignor herein. Furthermore, the Assignor
EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, AND IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, AND ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES
OF MATERIALS AS TO ALL EQUIPMENT, FIXTURES, FACILITIES, MATERIALS AND
IMPROVEMENTS HEREBY CONVEYED TO ASSIGNEE. All such equipment, fixtures,
facilities, materials and improvements are conveyed to Assignee AS IS, WHERE IS,
AND WITH ALL FAULTS.

     The terms and provisions of this Assignment shall be binding upon and shall
inure to the benefit of Assignor and Assignee, their respective heirs or
successors and assigns, and shall be covenants running with the lands and leased
acreage herein assigned and with each transfer or assignment of said lease
acreage.

     IN WITNESS WHEREOF, this Assignment is executed this 16th day of July, 2001
and shall be effective as of July 1, 2001.


                                             RYAN PETROLEUM OPERATING, INC.


                                             /s/ C. CRAIG FUNK
                                             -----------------------------------
                                             C. Craig Funk, President


STATE OF OKLAHOMA       )
                        )ss.
COUNTY OF CLEVELAND     )


     The foregoing instrument was acknowledged before me this 16th day of July,
2001 by C. Craig Funk, President of Ryan Petroleum Operating, Inc., an Oklahoma
Corporation, on behalf of the corporation.


                                                        /s/ SUSAN J. FUNK
My commission expires:                          --------------------------------
                                                        Notary Public
12/30/2001
-------------------------
                                Return to:
[NOTARY SEAL]                       Creede Oil & Gas Company
                                    3217 Bart Conner Drive, Suite A
                                    Norman, OK 73072
<PAGE>
                                  EXHIBIT "A"

Attached to and made a part of that certain Partial Assignment and Bill of Sale
(Wellbore Only) dated effective July 1, 2001, by and between Ryan Petroleum,
Operating, Inc., Assignor and TBX Resources, Inc., Assignee.

<Table>
<S>                                 <C>
                  TBI Lease No.:    800975B
                         Lessor:    Carl J. Bode and Frances E. Bode, his wife
                         Lessee:    Union Oil Company of California
                           Date:    January 9, 1973
                      Recording:    Volume 206, Page 134
                    Description:    Lands accreting into Section 2-12N-12W
                                    Caddo County, Oklahoma, from
                                    Section 35-13N-12W. Blaine County,
                                    Oklahoma

                  TBI Lease No.:    800976
                         Lessor:    Doris W. Neustadt Marital Trust, Walter
                                    Neustadt, Jr. Trust, Jean Neustadt Levy Trust,
                                    Allan Neustadt Trust, Joan Neustadt Levy Trust,
                                    u/w/o Walter Neustadt, Deceased
                         Lessee:    D.J. Murphy
                           Date:    January 23, 1973
                      Recording:    Volume 208, Page 400
                    Description:    Lands accreting into Section 2-12N-12W
                                    Caddo County, Oklahoma, from
                                    Section 36-13N-12W. Blaine County,
                                    Oklahoma

                  TBI Lease No.:    800978
                         Lessor:    William N. London and W. Joe London
                         Lessee:    Mobil Oil Corporation
                           Date:    October 7, 1970
                      Recording:    Volume 541, Page 525
                    Description:    Lands accreting into Section 2-12N-12W
                                    Caddo County, Oklahoma, from
                                    Section 3-12N-12W. Caddo County,
                                    Oklahoma

                  TBI Lease No.:    800993A
                         Lessor:    Ray H. Karlin and Almeda Karlin, husband & wife
                         Lessee:    American Hydrocarbon Company
                           Date:    May 15, 1973
                      Recording:    Volume 610, Page 451
                    Description:    Lots 1, 2, 3, 4, and S/2 N/2 Section 2-12N-12W
                                    Caddo County, Oklahoma, together with all
                                    riparian rights and accretions thereto

                  TBI Lease No.:    800993B
                         Lessor:    Viola B. Jelks and J.T. Jelks wife and husband
                         Lessee:    American Hydrocarbon Company
                           Date:    August 6, 1973
                      Recording:    Volume 616, Page 407
                    Description:    Lots 1, 2, 3, 4, and S/2 N/2 Section 2-12N-12W
                                    Caddo County, Oklahoma, together with all
                                    riparian rights and accretions thereto

                  TBI Lease No.:    800993C
                         Lessor:    Hattie E. Spurrier and R.W. Spurrier
                                    wife and husband
                         Lessee:    American Hydrocarbon Company
                           Date:    August 3, 1973
                      Recording:    Volume 616, Page 405
                    Description:    Lots 1, 2, 3, 4, and S/2 N/2 Section 2-12N-12W
                                    Caddo County, Oklahoma, together with all
                                    riparian rights and accretions thereto
</Table>


                                    [STAMP]



<PAGE>
<Table>
<S>                                 <C>
                  TBI Lease No.:    800993D
                         Lessor:    Ethel M. Thompson and W.H. Thompson
                                    wife and husband
                         Lessee:    American Hydrocarbon Company
                           Date:    August 3, 1973
                      Recording:    Volume 621, Page 79
                    Description:    Lots 1, 2, 3, 4, and S/2 N/2 Section 2-12N-12W
                                    Caddo County, Oklahoma, together with all
                                    riparian rights and accretions thereto


                  TBI Lease No.:    800996
                         Lessor:    S.V. Schroder a widow
                         Lessee:    Mobil Oil Corporation
                           Date:    September 21, 1970
                      Recording:    Volume 540, Page 99
                    Description:    S/2 Section 2-12N-12W. Caddo County, Oklahoma

                  TBI Lease No.:    801033
                         Lessor:    Chicago, Rock Island and Pacific Railroad Company
                         Lessee:    W.M. Bryan, Inc.
                           Date:    March 15, 1977
                      Recording:    Volume 593, Page 598
                    Description:    Part of NW/4 Section 2-12N-12W.
                                    Caddo County, Oklahoma more particularly described
                                    as follows:

                                    Beginning at a point on the Northerly right
                                    of way line of the Chicago, Rock Island and
                                    Pacific Railroad Company, which point is 50
                                    feet Northerly from the center line of main
                                    track, and measured at right angles thereto
                                    at Engineer's Station 1540 plus 00, thence
                                    Northerly at right angles to said main track
                                    25 feet, thence Easterly at right angles
                                    parallel to the Northerly right of way line
                                    and 25 feet Northerly therefrom 200 feet
                                    thence Southerly at right angles 25 feet to
                                    the Northerly right of way line thence
                                    Westerly along said right of way line 200
                                    feet to place of beginning and containing 11
                                    acres.

                                    Also beginning on the Southerly right of way
                                    line of the Chicago, Rock Island and Pacific
                                    Railroad Company and which point is 50 feet
                                    Southerly from the center line of main track
                                    and measured at right angles thereto at
                                    Engineer's Station 1540 plug 00, thence
                                    Southerly at right angles to said main track
                                    25 feet thence Easterly at right angles
                                    parallel to the Southerly right of the way
                                    line and 25 feet Southerly therefrom 200
                                    feet thence Northerly at right angles 25
                                    feet to the Southerly right of way line
                                    thence Westerly along said right of way line
                                    200 feet to point of beginning and
                                    containing 11 acres

                                    A total of 22 acres more and less
</Table>


STATE OF OKLAHOMA, CADDO COUNTY
Filed for record on the 2nd day
of August, 2001, at 10:26 AM                  [CADDO COUNTY SEAL]
Book 2354, at Page 154
Documentary Stamps, $ 156
PATRICE DOLCH, County Clerk
WILMA MCCARTY Deputy


                                    [STAMP]