AGREEMENT
FOR THE PURCHASE OF PARTIAL LEASEHOLDS

      


      This
Agreement for the Purchase of Partial Leaseholds ("Agreement") executed this
February 10, 2011 with an effective date of February 1, 2011, by and between
Geronimo Holding Corporation ("Seller") and American Standard Energy, Corp.
("Buyer").

      


      Seller
desires to sell to Buyer, and Buyer desires to purchase from Seller, certain
mineral rights leaseholds held on properties located on approximately 1,600
acres within multiple counties within Texas and Oklahoma as described in EXHIBIT A: Summarized as
below;

      


      
        	
                ·     
      Cornett

              	 
      	
                ·     
      Capps Farms No. 1

              
	
                ·     
      J.F. Lane “A” A/C
      #1

              	 
      	
                ·     
      State WE L

              
	
                ·     
      Seabean***

              	 
      	
                ·     
      Davies Estate #2

              
	
                ·     
      Matula

              	 
      	 
      


      

      


      ***Seabean
acquisition is evidenced by separate Purchase Agreement dated February 1, 2011
but is included in the Group1 Property as evidenced by this
Agreement.

      


      Collectively
referred to as the “Group 1 Property”, from Geronimo Holding
Corporation.

      


      In
addition, to the above Group 1 properties the Seller desires to sell to Buyer,
and Buyer desires to purchase from Seller, certain mineral rights leaseholds
held on additional properties located on approximately 2,500 acres located
within multiple counties within Texas, Oklahoma and Arkansas collectively
referred to as the “Group 2 Property”, from Geronimo Holding Corporation as
described in Exhibit A: Summarized as below;

      


      
        	
                ·     
      Reveley Gas
      Unit

              	 
      	
                ·     
      Granger

              
	
                ·     
      Federal
      1x-5t

              	 
      	
                ·     
      Jordan B

              
	
                ·     
      TCG #1

              	 
      	
                ·     
      McGinty

              
	
                ·     
      Bell C Glo.

              	 
      	
                ·     
      JF Lane “A” A/C #2

              
	
                ·     
      John Lane Nos. 1 & 2

              	 
      	
                ·     
      King Ranch oil and lignite

              
	
                ·     
      Badger State #1

              	 
      	
                ·     
      JH Shirk Est.

              
	
                ·     
      University Y

              	 
      	
                ·     
      Jerry B Clayton

              
	
                ·     
      University Z

              	 
      	
                ·     
      Booger Bear

              
	
                ·     
      Luther Gray Unit #1

              	 
      	 
      


      

      


      NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto agree as follows:

       

      1. Sale.

      Seller
agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the
aforementioned partial leaseholds/Wells (the "Group 1 Property" and the “Group 2
Property”):  See EXHIBIT A.

      


      2.  Price.

      Buyer
shall pay Seller for both Group 1 Property and Group 2 Property (the “Property”)
the sum of SEVEN MILLION DOLLARS ($7,000,000) cash payable at
Close.

      


      3.  Transfer of
Title.

      Title to
and ownership of all rights to the Property shall pass from Seller to Buyer upon
close of escrow with an effective date of February 10, 2011.  Prior to
Close of Escrow Seller shall deliver to Buyer the following items as well as
such other information and documents as Buyer may reasonably request during the
Due Diligence Period:

      
        	
                 
      

              	
                ·

              	
                Copies
      of Original Leases

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                ·

              	
                Copies
      of any subsequent Leases

              


      

      
        	
                 
      

              	
                ·

              	
                Any
      Assignments made on the Property

              


      

      
        	
                 
      

              	
                ·

              	
                Title
      reports of the Property

              


      

      
        	
                 
      

              	
                ·

              	
                Division
      Orders (if available)

              


      

      
        	
                 
      

              	
                ·

              	
                Engineering
      Reports of the Property

              


      

      
        	
                 
      

              	
                ·

              	
                Full
      Legal Description of the Property

              


      

      
        	
                 
      

              	
                ·

              	
                Completion
      of the 2009 Financial Audit of Seller or carve out for specific
      properties

              


      

      
        	
                 
      

              	
                ·

              	
                Completion
      of the 2010 Engineering Report of
Seller

              


      

      
        	
                 
      

              	
                ·

              	
                Joint
      Interest Billings

              


      

      
        	
                 
      

              	
                ·

              	
                API
      Number

              


      

      
        	
                 
      

              	
                ·

              	
                Well
      ID Number (if any)

              


      

      
        	
                 
      

              	
                ·

              	
                Production
      Report (if applicable)

              


      

      


      4.  Representations and
Warranties of Seller.

      


      (a)           Seller
warrants that the title to the Property shall be of marketable title free of
undisclosed liens, mortgages, leases, or other rights in the
Property.

      


      (b)           Authority; Capacity to
Sell.  The Seller has all requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.  The execution, delivery and performance of this
Agreement has been duly authorized by all necessary action on the part of the
Seller, and constitutes a legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforceability may be limited by: (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar Laws affecting the enforcement of
creditors' rights generally; and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

      


      (c)           No Violation of Law or
Agreement.  The execution, delivery and performance by Seller
of this Agreement, and the consummation of the transactions contemplated hereby,
do not and will not: (a) conflict with or result in a violation or breach of, or
default under, any provision of the certificate of incorporation, by-laws or
other organizational documents of Seller; (b) conflict with or result in a
violation or breach of any provision of any Law or governmental order applicable
to Seller; (c) require the consent, notice or other action by any person under,
conflict with, result in a violation or breach of, constitute a default or an
event that, with or without notice or lapse of time or both, would constitute a
default under, result in the acceleration of or create in any party the right to
accelerate, terminate, modify or cancel any contract to which the Seller is a
party or by which the Seller is bound or to which any of their respective
properties and assets are subject or any permit affecting the properties, assets
or business of the Seller; or (d) result in the creation or imposition of any
encumbrance on any properties or assets of the Company. No consent, approval,
permit, governmental order, declaration or filing with, or notice to, any
governmental authority is required by or with respect to the Seller in
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. For purposes hereof,
“Law” means any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other requirement or rule of
law of any Governmental Authority.

      


      (d)           Consents.  All
consents, approvals or authorizations of, or registrations, filings or
declarations with, any governmental authority or any other person, if any,
required in connection with the execution, delivery and performance by the
Sellers of this Agreement or the transactions contemplated hereby have been or
at the closing of this Agreement will have been obtained by the Seller and will
be in full force and effect.

      


      (e)           Full
Disclosure.  No representation or warranty by Seller in this
Agreement or any certificate or other document furnished or to be furnished to
Buyer pursuant to this Agreement contains any untrue statement of a material
fact, or omits to state a material fact necessary to make the statements
contained therein, in light of the circumstances in which they are made, not
misleading.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (f)           Contingencies.  Seller
shall provide completed Title Report to Buyer.  Sales price shall be
adjusted accordingly should the results of the Title Report indicate anything
contrary to this Agreement.

      


      (g)           Net Royalty
Interest.  Seller affirms that the Seller conveys at least
SEVENTY THREE PERCENT (73%) Net Royalty Interest (NRI) of each Property, lease,
or well (with the exception of King Ranch oil and lignite {gas portion} which is
slightly less than 73%) to the Buyer.  If upon discovery of less than
73% NRI after close then Seller shall supplement additional property(ies) to
cure any deficiency.

      


      (h)           Royalties.  Seller
shall credit/forward to Buyer any revenue or Royalties received by operators of
the respective Properties with an effective date of February 1,
2011.  Any royalties received with an effective date of January 31,
2011 or earlier shall belong to Seller.  Any royalties received with
an effective date of February 1, 2011 or later shall belong to
Buyer.

      


      5.  Representations and
Warranties of Buyer.

      


      (a)           Authority; Capacity to
Purchase.  Buyer is duly organized, validly existing and in
good standing under the Laws of its jurisdiction of organization and has all
requisite power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  The execution,
delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of the Buyer, and constitutes a legal, valid and
binding obligation of such Buyer, enforceable against the Buyer in accordance
with its terms, except as such enforceability may be limited by:
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar Laws affecting the enforcement of creditors' rights generally; and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

      


      (b)           No Conflicts’
Consents.  The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated hereby, do
not and will not: (a) conflict with or result in a violation or breach of, or
default under, any provision of the certificate of incorporation, by-laws or
other organizational documents of Buyer; (b) conflict with or result in a
violation or breach of any provision of any Law or governmental order applicable
to Buyer; or (c) require the consent, notice or other action by any person under
any contract to which Buyer is a party. No consent, approval, permit,
governmental order, declaration or filing with, or notice to, any governmental
authority is required by or with respect to Buyer in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

      


      6. Limitation of
Liability.

      In no
event shall Seller be liable for any special, indirect, incidental or
consequential damages arising out of or connected with this Agreement or the
Property, regardless of whether a claim is based on contract, tort, strict
liability or otherwise, nor shall Buyer's damages exceed the amount of the
purchase price of the Property.

      


      7.  Notices.

      Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or recognized overnight delivery
services.

      


      If to
Seller:

      Geronimo
Holding Corporation

      P.O. Box
804

      Midland,
TX 79702

      


      If to
Buyer:

      American
Standard Energy, Corp.

      4800
North Scottsdale Road

      Suite
1400

      Scottsdale,
AZ 85251


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      8.  Governing
Law.

      This
Agreement shall be construed and enforced in accordance with the laws of the
state of Arizona.

      


      9.  Final
Agreement.

      This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof.  This Agreement may be modified only by a
further writing that is duly executed by both parties.

      


      10.  Severability.

      If any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.

      


      11.  Headings.

      Headings
used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.

      


      THIS
SECTION INTENTIONALLY LEFT BLANK – SIGNATURES ON FOLLOWING PAGE

      


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

      


      
        
          
            	
                    Geronimo
      Holding Corporation

                  	 
      	
                    American
      Standard Energy, Corp.

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/Randall Capps

                  	 
      	
                    By:

                  	
                    /s/Scott Feldhacker

                  
	
                    Randall
      Capps

                  	 
      	
                    Scott
      Feldhacker

                  
	
                    President

                  	 
      	
                    Chief
      Executive Officer

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      
  

      EXHIBIT
A

        

      Exhibit
“A”

      


      Attached
to and made a part of that certain Agreement for the Purchase of Partial
Leaseholds dated February 10, 2011 between Geronimo Holding Corporation, as
Seller and American Standard Energy Corp., as Buyer

      


      GROUP 1
PROPERTIES

      


      
        
          
            
              	
                      CORNETT LEASE

                    	
                      28.333333%
      GWI

                    	
                      21.25%
      NRI

                    


            

          

        

      

      GAINES
COUNTY, TEXAS

      
        	
                Lease
      #1

              	 
      	 
      
	
                Lessor:

              	 
      	
                David
      Thane Cornett, dealing in his sole and separate
property

              
	
                Lessee:

              	 
      	
                John
      M. Clark, Inc.

              
	
                Dated:

              	 
      	
                October
      29, 2004

              
	
                Recorded:

              	 
      	
                #R
      0004755 Official Public Records, Gaines County, Texas

              
	
                Description:

              	 
      	
                SW/4
      Section 63, Block G, W.T.R.R. Company Survey

              
	 
      	 
      	 
      
	
                Lease
      #2

              	 
      	 
      
	
                Lessor:

              	 
      	
                Jim
      L. Cornett, dealing in his sole and separate property

              
	
                Lessee:

              	 
      	
                John
      M. Clark, Inc.

              
	
                Dated:

              	 
      	
                October
      29, 2004

              
	
                Recorded:

              	 
      	
                #R
      0004756 Official Public Records, Gaines County, Texas

              
	
                Description:

              	 
      	
                SW/4
      Section 63, Block G, W.T.R.R. Company Survey

              
	 
      	 
      	 
      
	
                Lease
      #3

              	 
      	 
      
	
                Lessor:

              	 
      	
                Elbert
      Duane Cornett, dealing in his sole and separate
property

              
	
                Lessee:

              	 
      	
                John
      M. Clark, Inc.

              
	
                Dated:

              	 
      	
                October
      29, 2004

              
	
                Recorded:

              	 
      	
                #R
      0004754 Official Public Records, Gaines County, Texas

              
	
                Description:

              	 
      	
                SW/4
      Section 63, Block G, W.T.R.R. Company Survey

              
	 
      	 
      	 
      
	
                Lease
      #4

              	 
      	 
      
	
                Lessor:

              	 
      	
                John
      W. Cornett, dealing in his sole and separate property

              
	
                Lessee:

              	 
      	
                John
      M. Clark, Inc.

              
	
                Dated:

              	 
      	
                October
      29, 2004

              
	
                Recorded:

              	 
      	
                #R
      0004866 Official Public Records, Gaines County, Texas

              
	
                Description:

              	
                  

              	
                SW/4
      Section 63, Block G, W.T.R.R. Company
Survey

              


      

      


      
        
          
            
              	
                      J. F. LANE A A/C #1

                    	
                      100%
      GWI

                    	
                      75%
      NRI

                    


            

          

        

      

      Upton
County, Texas

      
        	
                Lessor:

              	 
      	
                John
      F. Lane and Allie Lane, his wife

              
	
                Lessee:

              	 
      	
                W.B.
      Powell

              
	
                Lease
      Date:

              	 
      	
                06/11/25

              
	
                Recording
      Data:

              	 
      	
                Book
      17, Page 106, Upton County, Texas

              
	
                Description:

              	 
      	
                N/2
      SW/4 and SE/4 SW/4 of Section 5, Abstract 213, G.C. & S.F.
      Ry.

              
	 
      	
                  

              	
                Co.Survey,
      Upton County, Texas

              


      

      


      
        
          
            
              
                	
                        SEABEAN #1

                      	
                        22.40%
      GWI

                      	16.80%
      NRI


              

            

          

        

      

      Gaines
County, Texas

      


      SW/4 SW/4 Section 166, Block G,
H&TC Ry. Co. Survey, Gaines County, Texas


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              	
                      MATULA

                    	
                      99.0%
      GWI

                    	74.25%
      NRI


            

          

        

      

      San
Patricio, Texas

      Oil, Gas
and Mineral Leases – All Oil, Gas and Mineral Leases filed of recorded in the
Official Public Records of San Patricio County, Texas

      


      
        	
                Lease
      Date:

              	 
      	
                September
      18, 2006

              
	
                Lessor:

              	 
      	
                Beverly
      Anne Matula (aka Beverly Jarvis Draper-Matula) etal

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #561175 & #561176

              


      

      Legal
Description:           99.329
acres of land, more or less, being all of Farm Block 90 and 84 and all of the
East one-half of Farm Block 83 of the Welder and Odem Subdivision of 4,309.88
acres according to the Map or Plat thereof recorded in Volume 2, Page 4 of the
Map Records of San Patricio County, Texas; and being a portion of that tract of
land more particularly described in a Partition Deed dated September 9, 1930, by
and between B. T. Draper and wife, Verna Draper and Hassie O’Bryant joined by
her husband, R.H. O’Bryant, recorded in Vol. 97, Page 405 of the Deed Records of
San Patricio County, Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                October
      5, 2005

              
	
                Lessor:

              	 
      	
                Irvin
      C. Hatridge, Jr., Trustee

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #555482

              


      

      Legal
Description:           20
acres of land, more and less, being all of the west or northwest one-half of
Farm Block 83 of the Welder and Odem Subdivision as shown by map or plat of said
subdivision recorded in Volume 2, Page 4 of the Map Records of San Patricio
County, Texas.  Said 20 acres being a portion of that tract of land
described in an Oil, Gas and Mineral Deed dated August 20, 1987 from Sylvan
Gurinsky, et al, as grantors, to Irvin C. Hatridge, Jr., Trustee, as grantee,
recorded under instrument number 364441 in the Official Records of San Patricio
County, Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                October
      12, 2005

              
	
                Lessor:

              	 
      	
                Aaron
      L. Ward and wife, Reba J. Ward

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #555481

              


      

      Legal
Description:           20
acres of land, more and less, being all of the west or northwest one-half of
Farm Block 83 of the Welder and Odem Subdivision as shown by map or plat of said
subdivision recorded in Volume 2, Page 4 of the Map Records of San Patricio
County, Texas.  Said 20 acres being more particularly described in a
Warranty Deed dated 1-10-73 from Lynn D. Headrick, et al, as grantors, to Aaron
Ward, as grantee, recorded in Vol. 462, Page 68 of the Deed Records of San
Patricio County, Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                November
      11, 2005

              
	
                Lessor:

              	 
      	
                Virginia
      T. Abercrombie and John B. Abercrombie, Trustees of the Yvonne B. Townsend
      Trust

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #555728

              


      

      Legal
Description:           20
acres of land, more and less, being all of the west or northwest one-half of
Farm Block 83 of the Welder and Odem Subdivision as shown by map or plat of said
subdivision recorded in Volume 2, Page 4 of the Map Records of San Patricio
County, Texas.  Said 20 acres being more particularly described in a
Mineral Deed dated April 20, 1944 from Complete Oil Well Services Company, as
grantor, to Lee Townsend, et al, as grantee, recorded in Vol. 49, Page 568 of
the Oil and Gas Records of San Patricio County, Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                November
      15, 2005

              
	
                Lessor:

              	 
      	
                Laverne
      Cockerham Fulcher

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #555485

              


      

      Legal
Description:           20
acres of land, more and less, being all of the west or northwest one-half of
Farm Block 83 of the Welder and Odem Subdivision as shown by map or plat of said
subdivision recorded in Volume 2, Page 4 of the Map Records of San Patricio
County, Texas.  Said 20 acres being that tract of land described in an
Oil, Gas and Mineral Deed dated March 26, 1940 from G.C. Beauchamp to Louis H.
Cockerham, recorded in Vol. 38, Page 272 of the Oil and Gas Records of San
Patricio County, Texas.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                Lease
      Date:

              	 
      	
                October
      5, 2005

              
	
                Lessor:

              	 
      	
                Carole
      Ann Bracamontes, Individually and as Independent Executor of the Estate of
      Abe Mozes, deceased

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #555727

              


      

      Legal
Description:           20
acres of land, more and less, being all of the west or northwest one-half of
Farm Block 83 of the Welder and Odem Subdivision as shown by map or plat of said
subdivision recorded in Volume 2, Page 4 of the Map Records of San Patricio
County, Texas.  Said 20 acres being a portion of that tract conveyed
in a Mineral Deed dated July 29, 1941, from George Estes, as grantor, to Abe
Mozes, as grantee, recorded in Vol. 42, Page 359 of the Oil and Gas Records of
San Patricio County, Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                June
      20, 2007

              
	
                Lessor:

              	 
      	
                The
      Episcopal Church Corporation in West Texas for the benefit of St. Mark’s
      Espicopal Church, Corpus Christi, Texas

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #571187

              


      

      Legal
Description:           20
acres of land, more and less, being the northwest one-half of Farm Block 83 of
the Welder and Odem Subdivision of 4,309.88 acres according to the Map or Plat
Records recorded in Vol. 2, Page 4 of the Map Records of San Patricio County,
Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                August
      12, 2008

              
	
                Lessor:

              	 
      	
                Dorothy
      Holder, fka Dorothy Phillips

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #583181

              


      

      Legal
Description:           20
acres of land, more and less, being all of the Northwest Half (NW/2) of Farm
Block 83 of the Welder and Odem Subdivision as shown by plat of said subdivision
recorded in Volume 2, Page 4 of the Map Records of San Patricio County,
Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                September
      30, 2008

              
	
                Lessor:

              	 
      	
                Wanda
      Traugh

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #585715

              


      

      Legal
Description:           20
acres of land, more and less, being all of the Northwest Half (NW/2) of Farm
Block 83 of the Welder and Odem Subdivision as shown by plat of said subdivision
recorded in Volume 2, Page 4 of the Map Records of San Patricio County,
Texas.

      


      
        	
                Lease
      Date:

              	 
      	
                December
      20, 2006

              
	
                Lessor:

              	 
      	
                Antonio
      Perez (a/k/a Antonio W. Perez)

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #564382

              


      

      Legal
Description:           6.678
acres of land, more or less, being a part of the west one-half of Farm Lot
Eighty-three (83) of the Welder & Odem Subdvision, as shown on a plat
recorded in Volume 2, Page 4 of the Plat Records of San Patricio County, Texas;
and being that same tract of land described in a Warranty Deed dated March 17,
1995 from the First Commerce Bank, as grantor, to Antonio Perez, as grantee, and
recorded as File Number 430320 of the Official Records of San Patricio County,
Texas

      


      
        	
                Lease
      Date:

              	 
      	
                December
      20, 2006

              
	
                Lessor:

              	 
      	
                Bill
      F. Reeves and wife, Phyllis N. Reeves

              
	
                Lessee:

              	 
      	
                XOG
      Operating, LLC

              
	
                Recording
      Data:

              	
                  

              	
                File
      #564818

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      
 

      Legal
Description:           6.678
acres of land, more or less, being a part of the west one-half of Farm Lot
Eighty-three (83) of the Welder & Odem Subdvision, as shown on a plat
recorded in Volume 2, Page 4 of the Plat Records of San Patricio County, Texas;
and being that same tract of land described in a Warranty Deed dated September
8, 2000 from Gary Neal Rayburn and wife, Kimberlie Kay Rayburn, as grantor, to
Bill F. Reeves and wife, Phyllis N. Reeves, as grantee, and recorded as File
Number 487988 of the Official Records of San Patricio County, Texas

      


      Subject
to:

      


      
        	
                 
      

              	
                1)

              	
                Unit
      Designation for Matula #1R Gas Unit recorded in File
    #579677

              


      

      
        	
                 
      

              	
                2)

              	
                Unit
      Designation for Matula #1R Oil Unit recorded in File
    #579678

              


      

      


      
        
          
            
              	
                      CAPPS FARMS #1

                    	
                      98.00%
      GWI

                    	
                      73.50%
      NRI

                    


            

          

        

      

      Midland
County, Texas

      LEASE NO
1:

      Oil and
Gas Lease dated May 3, 1948, from R.L. Kane and his wife, Beulah Kane, as
Lessors, to Woodrow White and his wife, Elizabeth White, and James J. Kane and
his wife, Clela Kane, as Lessees, and found of record in Volume 111, Page 112,
Deed Records of Midland County, Texas.

      LEASE NO
2:

      Oil and
Gas Lease dated July 17, 1951, from Louis Egan and his wife, Margaret Egan, as
Lessors, to Tioga Petroleum Corporation, as Lessee, and found of record in
Volume 148, Page 501, Deed Records of Midland County, Texas, as amended in that
certain Amendment of Oil and Gas Lease recorded in Volume 154, Page 331, Deed
Records of Midland County, Texas;

      


      Insofar
and only insofar, as the above described Lease No. 1 and Lease No. 2 cover the
following described land in Midland County, Texas, to wit:

      


      The SE/4
of Section 44, Block 40, T-2-S, H.G. Purcell Survey, as to depths below the
unitized formation of the Parks Field Unit, said unitized formation described in
that certain Royalty Owners Agreement dated effective as of August 1, 1954, by
and between Operators and Royalty Owners of leases in the Parks Field, and
recorded in Volume 212, Page 470, Deed Records of Midland County, Texas, as
limited to the Pennsylvanian Bend unitized formation found in the Magnolia
Petroleum Company J.F. Haley No. 1 Well in Section 7, S.F. 4169, Matt Daugherty
Survey, Abstract No. 1448, Midland County, Texas, between 10,420 feet and 10,492
feet in depth measured by a Schlumberger electrical log.

       

      LEASE NO.
3

      


      Oil, Gas
and Mineral Lease dated November 15, 2003, from Chaparral Limited Partnership,
as Lessor, to Geronimo Holding Corporation, as Lessee, and found of record in
Doc 1548, Volume 2300, Page 437, Records of Midland County, Texas, covering the
following described lands:

      


      A 165.10 acre tract described as the
North-Half of the East-Half (N/2 E/2) of  Section
44, Block 40, T-2-S, H.G. Purcell Pre-emption Survey, Midland County,
Texas,
limited in depth as to the Devonian formation only.

      
        
          	
                  STATE WE L LEASE

                	
                  49.83322%
      GWI

                	
                  37.374915%
      NRI

                


        

      

      Lea
County, New Mexico
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Oil and
Gas leases:

    
      
        
          	
                  LESSOR:

                	
                  State
      of New Mexico

                
	
                  LESSEE:

                	
                  R.R.
      Herrell

                
	
                  LEASE
      NO:

                	
                  E-1640

                
	
                  LEASE
      DATE:

                	
                  12/10/47

                
	
                  DESCRIPTION:

                	
                  W/2
      of Section 10, T21S, R35E, Lea County, New Mexico, limited in depth as to
      the Morrow formation.

                


        

         

      

    

    
      
        
          
            	
                    DAVIES ESTATE NO. 2

                  	
                    100%
      GWI

                  	
                    73.0%
      NRI

                  


          

        

      

    

    Upton
County, Texas

    Oil and
Gas lease dated March 16, 1954, recorded in Volume 207, page 92, Oil and Gas
Records of Upton county, from Henry Curtis Davies, et al, as Lessors, to the
Texas Company, as Lessee, insofar as said Oil and Gas Lease covers the following
described land situated in Upton County, Texas:

     

    N/2 NW/4
of Section 16, Block 41, T-5-S, T&P Ry. Co. Survey, below the depth of
10,590 feet.   It is the intent of Assignor to assign THE DAVIES ESTATE NO. 2 WELL WHICH IS
CURRENTLY PRODUCING BELOW 10,590’.

    


    GROUP 2
PROPERTIES

    


    
      
        
          	
                  REVELEY GAS UNIT

                	
                  24.875%
      GWI

                	
                  18.65625%
      NRI

                


        

      

    

    Logan
County, Arkansas

     

    The
interests set forth below in the following-described leases covering the
hereinafter described portions of Section 16, Township 6 North, Range 28 West,
Logan County, Arkansas:

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 	
                              Lease

                            	 	
                              Recorded

                            	 	 
      
	
                              Lessor

                            	 	
                              Date

                            	 	
                              Vol/Page

                            	 	
                              Description

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Bryce
      Leigh Williams Reveley

                            	 	
                              7/9/77

                            	 	
                              D-1/46

                            	 	
                              W/2
      E/2, E/2 W/2

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              C.D.
      Turbiville

                            	 	
                              9/4/78

                            	 	
                              F-1/471

                            	 	
                              W/2
      W/2 less a 4.4 acre tract

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Edna
      E. Luhman

                            	 	
                              9/5/80

                            	 	
                              M-1/276

                            	 	
                              Part
      of the E/2 NE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Paul
      Cotner

                            	 	
                              5/12/69

                            	 	
                              W/387

                            	 	
                              SE/4
      SE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              June
      Cotner

                            	 	
                              5/12/69

                            	 	
                              W/385

                            	 	
                              SE/4
      SE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Gordon
      A. Cotner

                            	 	
                              5/12/69

                            	 	
                              W/403

                            	 	
                              SE/4
      SE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Monroe
      Cotner

                            	 	
                              5/12/69

                            	 	
                              W/405

                            	 	
                              SE/4
      SE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              N.A.
      Cotner

                            	 	
                              5/13/69

                            	 	
                              W/422

                            	 	
                              SE/4
      SE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Genevieve
      M. Cotner

                            	 	
                              8/11/69

                            	 	
                              W/450

                            	 	
                              SE/4
      SE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              Paula
      Rae Mitzell

                            	 	
                              9/4/78

                            	 	
                              F-1/12

                            	 	
                              A
      4.4 acre tract in the NW/4 NW/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              James
      K. Thornton

                            	 	
                              4/19/79

                            	 	
                              F-1/283

                            	 	
                              Part
      of the E/2 NE/4

                            
	 
      	 	 
      	 	 
      	 	 
      
	
                              John
      J. Satterfield

                            	 	
                              4/20/79

                            	 	
                              F-1/338

                            	 	
                              Part
      of the NE/4
SE/4

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        U.S.
      Tuggle

                      	 	
                        11/27/79

                      	 	
                        G-1/434

                      	 	
                        W/2
      W/2

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        Wanda
      A. Train

                      	 	
                        11/10/79

                      	 	
                        G-1/425

                      	 	
                        W/2
      W/2

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        Ada
      Inex Taylor

                      	 	
                        11/27/79

                      	 	
                        G-1/432

                      	 	
                        W/2
      W/2

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        Madge
      Harp

                      	 	
                        11/10/79

                      	 	
                        G-1/448

                      	 	
                        W/2
      W/2

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        Luther
      C. Burt

                      	 	
                        11/01/79

                      	 	
                        G-1/427

                      	 	
                        W/2
      W/2

                      
	 
      	 	 
      	 	 
      	 	 
      
	
                        Anna
      B. Coppinger

                      	 	
                        11/27/79

                      	 	
                        I-1/123

                      	 	
                        W/2
      W/2

                      


              

            

          

        

      

    

    


    INSOFAR
AND ONLY INSOFAR AS THE ABOVE LEASES COVER THE REVELEY GAS UNIT WELL #1,
#2, #3, #4, #5, #6, #7, #8, #9, #10, #11. #12 AND #13.

    


    
      
        
          	
                  FEDERAL 1X-5T

                	
                  100%
      GWI

                	
                  75%
      NRI

                


        

      

    

    Logan
County, Arkansas

      

    Section
5, Township 6 North, Range 26 West, Logan County, Arkansas insofar and only
insofar
to the 10 acres in the form of a square surrounding the Federal 1X-5T Well
only.

      

    
      
        
          	
                  TCG

                	
                  5%
      GWI

                	
                  3.75%
      NRI

                


        

      

    

    Glasscock
County, Texas

     

    INSOFAR
AND ONLY INSOFAR AS THE BELOW LEASES COVER THE N/2 OF SECTION 34, BLOCK 33,
T-2-S, T&P RY. CO SURVEY, GLASSCOCK COUNTY, TEXAS

     

    
      	
               
      

            	
              1.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Jesse Louis Overton, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 594,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              2.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Grace Lanell Evans, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 597,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              3.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Lorita Joyce Robinson, aka
      Lorita Overton Robinson, as Lessor, and K. Bryan Reeves as Lessee,
      recorded in Volume 117, Page 600, Public Records of Glasscock County,
      Texas.

            


    

    


    
      	
               
      

            	
              4.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Christine Chambers Brown,
      as Lessor, and Lyle D. Cannon as Lessee, recorded in Volume 117, Page 603,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              5.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Lois Chambers Dilatush, as
      Lessor, and Lyle D. Cannon as Lessee, recorded in Volume 117, Page 606,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              6.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Marian Ruth Sabia, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 609,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              7.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between David Paul Coffee, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 612,
      Public Records of Glasscock County,
Texas.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              8.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Lee Merritt, as Lessor, and
      Lyle D. Cannon as Lessee, recorded in Volume 117, Page 615, Public Records
      of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              9.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Billye McLaughlin, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 618,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              10.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Sheryl Cox, as Lessor, and
      K. Bryan Reeves as Lessee, recorded in Volume 117, Page 621, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              11.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Scott McLaughlin, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 624,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              12.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Kae McLaughlin, as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 627, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              13.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Marianne Weiderman, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 630,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              14.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, between White Star Energy, Inc.,
      as Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page
      633, Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              15.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Bob M. Fannin, as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 636, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              16.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Barbara A. Fannin, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 639,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              17.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Jennie Beth Fannin, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 647,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              18.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Robert Alan Fannin,
      Individually and as co-trustee under the Will of Ollie May Fannin, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 650,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              19.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, between Suzann Lupton, as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 654, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              20.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Nancy Gayle Love Lobb, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 657,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              21.

            	
              Oil,
      Gas and Mineral Lease dated April, 2008, between Richard Oliver McMurray,
      as Lessor, and Lyle D. Cannon as Lessee, recorded in Volume 117, Page 660,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              22.

            	
              Oil,
      Gas and Mineral Lease dated April, 2008, between Michael B. Cole, as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 663,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              23.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Cleo Kaufmann, as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 666, Public
      Records of Glasscock County,
Texas.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              24.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, between Kathleen Grimes, as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume 117, Page 669, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              25.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, C.E. Thomas, III, as Lessor, and K.
      Bryan Reeves as Lessee, recorded in Volume 117, Page 672, Public Records
      of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              26.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Ruth Salisbury, as Lessor, and K.
      Bryan Reeves as Lessee, recorded in Volume 117, Page 675, Public Records
      of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              27.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, Bill B. Fannin, Jr., individually
      and as co-trustee under the Will of Ollie May Fannin, as Lessor, and K.
      Bryan Reeves as Lessee, recorded in Volume ___, Page ___, Public Records
      of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              28.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Ruby Lee Thomas, as Lessor, and K.
      Bryan Reeves as Lessee, recorded in Volume ___, Page ___, Public Records
      of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              29.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Pecos Bend Royalties, LP., as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              30.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, George T. Thomas, Jr., as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              31.

            	
              Oil,
      Gas and Mineral Lease dated May, 2008, Melissa Chapman, Guardian of the
      Estate of Thomas J. Coffee, NCM, as Lessor, and K. Bryan Reeves as Lessee,
      recorded in Volume ___, Page ___, Public Records of Glasscock County,
      Texas.

            


    

    


    
      	
               
      

            	
              32.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Bob Phipps et ux Nayna P. Phipps,
      as Lessor, and K. Bryan Reeves as Lessee, recorded in Volume ___, Page
      ___, Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              33.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Primative Petroleum, Inc., as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              34.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Mary Catherine Holley, as Lessor,
      and K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              35.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Donnie Jane Byrne, as Lessor, and
      K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___, Public
      Records of Glasscock County, Texas.

            


    

    


    
      	
               
      

            	
              36.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Wildwood Royalties, Inc., as
      Lessor, and K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___,
      Public Records of Glasscock County,
Texas.

            


    

    


    
      	
               
      

            	
              37.

            	
              Oil,
      Gas and Mineral Lease dated June, 2008, Reba Jean Bailey, as Lessor, and
      K. Bryan Reeves as Lessee, recorded in Volume ___, Page ___, Public
      Records of Glasscock County, Texas.

            


    

    


    
      
        
          
            
              	
                      BELL C #1

                    	
                      15.058590%
      GWI

                    	
                      11.286232%
      NRI

                    
	
                      BELL C #3

                    	
                      15.319010%
      GWI

                    	
                      11.472337%
      NRI

                    
	
                      BELL C #4

                    	
                      15.188802%
      GWI

                    	
                      11.391602%
      NRI

                    


            

          

        

      

    

    Andrews
County, Texas

     

    Description:      E/2
of Section 14, Block A-34, PSL Survey, Andrews County, Texas

    


    
      
        
          	
                  JOHN LANE #1 & #2

                	
                  100%
      GWI

                	
                  75%
      NRI

                


        

      

    

    Upton
County, Texas


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              Lessor:

            	
              John
      F. Lane and Allie Lane, his wife

            


    

    
      	
              Lessee:

            	
              The
      Texas Company

            


    

    
      	
              Lease
      Date:

            	
              12/30/24

            


    

    
      	
              Recording
      Data:

            	
              Book
      18, Page 259, Upton County, Texas

            


    

    Description:            Insofar
and only insofar as lease covers 40 acres in the form of a square surrounding
the John Lane #1 and the NW/4 of NW/4 of Section 32, Block 1,

    MK&T
Ry. Co. Survey, limited to interval between 2,470 feet to base of
the

    Upper
Ellenburger formation defined as a depth approximately 10,000 feet
below

    the
surface, as indicated by a Compensated Neutron Litho Density Log of
the

    Sun
Exploration and Production J.L. Lane #1 Well located 2450 feet FNL
and

    1600 feet FWL of Section 32, Block 1,
MK & T Ry. Co. Survey, Upton

    County, Texas.

     

    AND FURTHER FOR CLARIFICATION THE
INTENT OF ASSIGNOR

    IS TO SAVE AND EXCEPT ANY AND ALL
RIGHTS OBTAINED IN

    THAT
CERTAIN ASSIGNMENT DATED OCTOBER 3, 2008 FROM VANGUARD PERMIAN, LLC TO GERONIMO
HOLDING

    CORPORATION
RECORDED AS DOCUMENT NUMBER 00144863, IN VOLUME 807, PAGE 462 OF THE OFFICIAL
PUBLIC RECORDS IN UPTON COUNTY, TEXAS.

    


    
      
        
          	
                  BADGER 30 STATE LEASE

                	
                  18.692210%
      GWI

                	
                  14.019163%
      NRI

                


        

      

    

    Lea
County, New Mexico

     

    Section
30, Township 20 South, Range 36 East, Lea County, New Mexico

     

    Oil and
Gas leases:

    


    
      
        
          	
                  LESSOR:

                	
                  State
      of New Mexico

                
	
                  LESSEE:

                	
                  Union
      Oil Company of California

                
	
                  LEASE
      NO:

                	
                  E-1782

                
	
                  LEASE
      DATE:

                	
                  3/10/48

                
	
                  DESCRIPTION:

                	
                  Section
      30, T20S, R36E, Lea County, New Mexico, limited in depth as to the Morrow
      formation.

                


        

      

    

     

    
      
        
          
            	
                    UNIVERSITY Y & Z

                  	
                    25%
      GWI

                  	
                    18.75%
      NRI

                  


          

        

      

    

    Crane
County, Texas

     

    Dated:                                           July
12, 1960

    
      
        
          	
                  Recorded:

                	
                  Book
      143, Page 405, Deed Records of Crane County, Texas

                
	
                  Lessor:

                	
                  The
      State of Texas

                
	
                  Lessee:

                	
                  Texas
      Gulf Producing Company

                
	
                  Lands
      covered:

                	
                  NE/4
      of Section 11, Block 31, University Land Survey, Crane County,
      Texas

                
	 
      	 
      
	
                  Dated:

                	
                  July
      12, 1960

                
	
                  Recorded:

                	
                  Book
      143, Page 409, Deed Records of Crane County, Texas

                
	
                  Lessor:

                	
                  The
      State of Texas

                
	
                  Lessee:

                	
                  Texas
      Gulf Producing Company

                
	
                  Lands
      covered:

                	
                  SE/4
      of Section 11, Block 31 University Lands Survey, Crane County,
      Texas

                


        

      

    

    


    
      
        
          
            	
                    GRANGER #1

                  	
                    28.33334%
      GWI

                  	
                    21.391666
      NRI

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Gaines
County, Texas

     

    Oil
& Gas Lease

     

    
      
        
          
            	
                    Lessor:

                  	
                    The
      Granger Family Limited Partnership, et al

                  
	
                    Lessee:

                  	
                    John
      M. Clark, Inc.

                  
	
                    Recorded:

                  	
                    #2005-1675
      Official Public Records, Gaines County, Texas

                  
	
                    Description

                  	
                    That
      certain 40 acre unit around the John M. Clark, Inc. Granger #1 being in
      the N/2 NW/4 of Section 64, Block G, W.T.R.R. Co. Survey, Gaines County,
      Texas

                  


          

        

      

    

    


    
      
        
          	
                  JORDAN B #1

                	
                  70.117193%
      GWI

                	
                  52.587895%
      NRI

                


        

      

    

    Lea
County, New Mexico

     

    All
recording data refers to the Official Records of Lea County, New Mexico, as
noted).

     

    Lease
No.                                                      01-NM-5150-A

    
      
        	
                Lessor:

              	
                Maggie
      J. Tidwell, et vir

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      369, Page 104

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-B

              
	
                Lessor:

              	
                Bertha
      J. Spoonemore, et vir

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 666

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              


      

    

    


    Lease
No.                                                      01-NM-5150-C

    
      
        	
                Lessor:

              	
                Alice
      Jordan

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 663

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-D

              
	
                Lessor:

              	
                Nellie
      J. Caldwell

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 669

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-E

              
	
                Lessor:

              	
                Mettie
      Jordan F/B/O Alice Jordan

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 672

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-F

              
	
                Lessor:

              	
                Nellie
      J. Jordan

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 675

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-G

              
	
                Lessor:

              	
                Louise
      Hord

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 678

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-H

              
	
                Lessor:

              	
                Emmitt
      Roy Jordan

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 681

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-I

              
	
                Lessor:

              	
                F.K.
      Turner, et ux

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 684

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-J

              
	
                Lessor:

              	
                Lewis
      R. Kerr, et ux

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 687

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              
	 
      	 
      
	
                Lease
      No.

              	
                01-NM-5150-K

              
	
                Lessor:

              	
                Imogene
      W. Flanagan

              
	
                Lessee:

              	
                TXO
      Production Corp.

              
	
                Instrument
      Dated:

              	
                1-23-84

              
	
                Recording
      Data:

              	
                Book
      368, Page 690

              
	
                Lands
      Subject to Conveyance:

              	
                SE/4
      Sec. 11, T20S, R35E

              


      

    

    


    Lease
No.                                                      01-NM-5150-L

    
      
        	
                Lessor:

              	
                S.
      & S. Inc.

              
	
                Lessee:

              	
                TXO
      Production Corp.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Instrument
      Dated:

                	
                  1-23-84

                
	
                  Recording
      Data:

                	
                  Book
      368, Page 693

                
	
                  Lands
      Subject to Conveyance:

                	
                  SE/4
      Sec. 11, T20S, R35E

                


        

      

    

    


    All of
the above leases are limited in depth as to the Wolfcamp formation
only.

    


    
      
        
          	
                  MCGINTY LEASE

                	
                  6.671875%
      GWI

                	
                  5.00387%
      NRI

                


        

      

    

    Yoakum
County, Texas

    


    
      
        
          
            
              
                
                  
                    	
                            1.

                          	
                            Dated:

                          	
                            January
      18, 1989

                          
	 
      	
                            Recorded:

                          	
                            Volume
      44, Page 209, Deed Records of Yoakum County,
      Texas

                          
	 
      	
                            Lessor:

                          	
                            Alma
      Lynn Been McGinty, et al

                          
	 
      	
                            Lessee:

                          	
                            Sam
      L. Pfiester

                          
	 
      	
                            Lands
      covered:

                          	
                            NE/4
      of Section 361, Block D

                          
	 
      	 
      	
                            John
      H. Gibson Survey, Yoakum County, Texas

                          
	 
      	 
      	 
      
	
                            2.

                          	
                            Dated:

                          	
                            September
      11, 1989

                          
	 
      	
                            Recorded:

                          	
                            Volume
      54, Page 12, Deed Records of Yoakum County,
      Texas

                          
	 
      	
                            Lessor:

                          	
                            Fina
      Oil & Chemical

                          
	 
      	
                            Lessee:

                          	
                            Sam
      L. Pfiester

                          
	 
      	
                            Lands
      covered:

                          	
                            NE/4
      of Section 361, Block D

                          
	 
      	 
      	
                            John
      H. Gibson Survey, Yoakum County, Texas

                          
	 
      	 
      	 
      
	
                            3.

                          	
                            Dated:

                          	
                            May
      9, 1989

                          
	 
      	
                            Recorded:

                          	
                            Volume
      50, Page 57, Deed Records of Yoakum County,
      Texas

                          
	 
      	
                            Lessor:

                          	
                            Mike
      Field, et al

                          
	 
      	
                            Lessee:

                          	
                            Hughes
      Eastern Corporation

                          
	 
      	
                            Lands
      covered:

                          	
                            NE/4
      of Section 361, Block D

                          
	 
      	 
      	
                            John
      H. Gibson Survey, Yoakum County, Texas

                          
	 
      	 
      	 
      
	
                            4.

                          	
                            Dated:

                          	
                            May
      10, 1989

                          
	 
      	
                            Recorded:

                          	
                            Volume
      50, Page 61, Deed Records of Yoakum County,
      Texas

                          
	 
      	
                            Lessor:

                          	
                            Vernon
      A. Townes, et ux

                          
	 
      	
                            Lessee:

                          	
                            Hughes
      Eastern Corporation

                          
	 
      	
                            Lands
      covered:

                          	
                            NE/4
      of Section 361, Block D

                          
	 
      	 
      	
                            John
      H. Gibson Survey, Yoakum County, Texas

                          
	 
      	 
      	 
      
	
                            5.

                          	
                            Dated:

                          	
                            May
      16, 1989

                          
	 
      	
                            Recorded:

                          	
                            Volume
      50, Page 48, Deed Records of Yoakum County,
      Texas

                          
	 
      	
                            Lessor:

                          	
                            Jerry
      Corbin

                          
	 
      	
                            Lessee:

                          	
                            Hughes
      Eastern Corporation

                          
	 
      	
                            Lands
      covered:

                          	
                            NE/4
      of Section 361, Block D

                          
	 
      	 
      	
                            John
      H. Gibson Survey, Yoakum County, Texas

                          
	 
      	 
      	 
      
	
                            6.

                          	
                            Dated:

                          	
                            May
      16, 1989

                          
	 
      	
                            Recorded:

                          	
                            Volume
      50, Page 54, Deed Records of Yoakum County, Texas

                          
	 
      	 
      	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	
                    Lessor:

                  	
                    Sue
      Holder

                  
	 
      	
                    Lessee:

                  	
                    Hughes
      Eastern Corporation

                  
	 
      	
                    Lands
      covered:

                  	
                    NE/4
      of Section 361, Block D

                  
	 
      	 
      	
                    John
      H. Gibson Survey, Yoakum County, Texas

                  
	 
      	 
      	 
      
	
                    7.

                  	
                    Dated:

                  	
                    May
      16, 1989

                  
	 
      	
                    Recorded:

                  	
                    Volume
      50, Page 51, Deed Records of Yoakum County,
      Texas

                  
	 
      	
                    Lessor:

                  	
                    Ruth
      Turner

                  
	 
      	
                    Lessee:

                  	
                    Hughes
      Eastern Corporation

                  
	 
      	
                    Lands
      covered:

                  	
                    NE/4
      of Section 361, Block D

                  
	 
      	 
      	
                    John
      H. Gibson Survey, Yoakum County,
Texas

                  


          

        

      

    

    


    
      
        
          	
                  J.F. LANE “A” A/C 2

                	
                  100%
      GWI

                	
                  75%
      NRI

                


        

      

    

    Upton
County, Texas

    


    
      
        
          	
                  Lessor:

                	
                  John
      F. Lane and Allie Lane, his wife

                
	
                  Lessee:

                	
                  W.B.
      Powell

                
	
                  Lease
      Date:

                	
                  06/11/25

                
	
                  Recording
      Data:

                	
                  Book
      17, Page 106

                
	
                  Description:

                	
                  N/2
      and SE/4 of Section 5, Abstract 213, G.C. & S.F. Ry. Co.
      Survey,

                
	 
      	
                  Upton
      County, Texas

                


        

      

    

    


    
      
        
          	
                  KING RANCH OIL &
LIGNITE

                	
                  100%
      GWI

                	
                  73.41640%
      NRI (OIL)

                
	
                  Upton
      County, Texas

                	 
      	
                  72.68224%
      NRI (GAS)

                


        

      

    

     

    
      
        
          	
                  Lessor:

                	
                  King
      Ranch Oil & Lignite Company

                
	
                  Lessee:

                	
                  Neville
      G. Penrose

                
	
                  Lease
      Date:

                	
                  05/07/59

                
	
                  Recording
      Data:

                	
                  Volume
      282, Page 393, Oil and Gas Records, Upton County, Texas

                
	
                  Description:

                	
                  NW/4
      of Section 26, Block 2, MK&T Ry. Co. Survey, Upton County,
      Texas

                


        

      

    

    


    
      
        
          	
                  J.H. SHIRK ESTATE

                	
                  100%
      GWI

                	
                  78.6875%
      NRI

                


        

      

    

    Upton
County, Texas

    


    The West Half of the Southwest Quarter
(W 1⁄2 SW 1⁄4) of Section 23, Block 2, MK &
T Ry. Co. Survey, A-347, Upton County, Texas.

    


    
      
        
          	
                  JERRY B CLAYTON “B” LEASE

                	
                  100%
      GWI

                	
                  75%
      NRI

                


        

      

    

    Borden
County, Texas

    


    
      
        	 
      	
                Lease
      Date:

              	
                October
      5, 2000

              
	
                Lessor:

              	
                Jerry
      Fielding Clayton, a/k/a Jerry F. Clayton

              
	 
      	
                Lessee:

              	
                R.
      Capps Oil Corp.

              
	
                Recording
      Data:

              	
                Volume
      276, Page 38

              	 
      


      

    

    Description:          Southwest
Quarter (SW/4) of Section 31, and the Northwest Quarter (NW/4) of Section 42 all
in Block 32, Township 4 North, T & P Railway Co. Survey, Borden County,
Texas

    


    
      
        	 	
                Lease
      Date:

              	
                October
      5, 2000

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Lessor:

                	
                  Ruben
      Mardes Clayton, III, a/k/a R.M. Clayton, III

                
	 
      	
                  Lessee:

                	
                  R.
      Capps Oil Corp.

                
	
                  Recording
      Data:

                	
                  Volume
      276, Page 346

                	 
      


        

      

    

    Description:     Southwest
Quarter (SW/4) of Section 31, and the Northwest Quarter (NW/4) of Section 42 all
in Block 32, Township 4 North, T & P Railway Co. Survey, Borden County,
Texas

    


    
      
        
          	
                  Lease
      Date:

                	
                  October
      5, 2000

                
	
                  Lessor:

                	
                  Edna
      Clayton Dewees, a/k/a Edna C. Dewees

                
	
                  Lessee:

                	
                  R.
      Capps Oil Corp.

                
	
                  Recording
      Data:

                	
                  Volume
      276, Page 350

                


        

      

    

    Description:     Southwest
Quarter (SW/4) of Section 31, and the Northwest Quarter (NW/4) of Section 42 all
in Block 32, Township 4 North, T & P Railway Co. Survey, Borden County,
Texas

    


    
      
        
          	
                  Lease
      Date:

                	
                  October
      5, 2000

                
	
                  Lessor:

                	
                  Anita
      Ann Reeder

                
	
                  Lessee:

                	
                  R.
      Capps Oil Corp.

                
	
                  Recording
      Data:

                	
                  Volume
      277, Page 50

                


        

      

    

    Description:     Southwest
Quarter (SW/4) of Section 31, and the Northwest Quarter (NW/4) of Section 42 all
in Block 32, Township 4 North, T & P Railway Co. Survey, Borden County,
Texas

    


    
      
        
          
            	
                    BOOGER BEAR “A”

                  	
                    11.90625%
      GWI

                  	
                    8.929688%
      NRI

                  


          

        

      

    

    Scurry
County, Texas

    


    Description:     40
acre tract of land in the SE/4 of Section 191, Block 97, H&TC Ry. Co.
Survey, Scurry County, Texas, including any and all of Assignor’s
rights in and to the Booger Bear A Lease and wells located
on said lease.


    


    
      
        
          	
                  LUTHER
      GRAY UNIT #1

                	
                  5.9591%
      GWI

                	
                  4.3933%
      NRI

                


        

      

    

    Grady
County, Oklahoma

     

    CONTRACTUAL
INTERESTS ACQUIRED BY VIRTUE OF JOINT OPERATING AGREEMENT DATED 02/03/53 BY AND
BETWEEN MERCURY DRILLING COMPANY, AS OPERATOR AND THE TEXAS COMPANY, ET AL, AS
NON-OPERATOR, AS AMENDED 3/29/55, 1/7/64, 4/3/73, 11/11/75, 1/8/80 AND
2/2/288

     

    T-5-N
R-7-W

                Sec.
24: S/2

    Sec. 25:
N/2

                   Grady
County, Oklahoma

     


    SUBJECT
TO:

    


    1.           AR-63541
JOINT OPERATING AGREEMENT DATED 07/01/80 BY AND BETWEEN TEXACO, INC. AS OPERATOR
AND COTTON PETROLEUM CORPORATION, ET AL, AS NON-OPERATOR, LIMITED TO THE ATOKA,
MORROW AND SPRINGER COMMON SOURCES OF SUPPLY.

     


    End of
Exhibit