Exhibit 10.15


    EXECUTION
      VERSION

     

    PURCHASE
      AND SALE AGREEMENT

     

    This
      Purchase and Sale Agreement ("Agreement")
      is
      entered into as of November 9, 2006,
      to
      be effective as
      of
      10:00
      a.m., Central Time, on September 1, 2006 (the "Effective
      Date"),
      by and between Westside Energy Production Company, LP, a Texas limited
      partnership, whose
      address is 3131 Turtle Creek Blvd., Suite 1300, Dallas, Texas 75219,
("Westside"),
      and
      Cimmarron
      Gathering, LP, a Texas limited partnership, whose address is P.O. Box 1038,
      Gainesville, Texas 76241-1038, ("Cimmarron"). Westside
      and Cimmarron are sometimes hereinafter referred to individually as a
"Party"
      or
      collectively as "Parties."

     

    WITNESSETH:

     

    WHEREAS,
      The Tri-County Gas
      Gathering
      System ("TCGGS")
      is
      a
      natural gas gathering
      system which owns or controls natural gas gathered and delivered to other
      transporters located
      in Cooke, Montague and Wise Counties, Texas; and

     

    WHEREAS,
      TCGGS is comprised of, but not limited to: certain real and personal
property
      consisting of, but not limited to: easements, rights of way, surface leases,
      pipelines, fittings,
      launchers, receivers, tanks, separators, meters, valves, cathodic protection
      equipment, CO2
      Plants, compressors, heaters, dehydration units and other above and below ground
      facilities necessary
      for TCGGS operations, hereinafter referred to as (the "TCGGS
      Property"); and

     

    WHEREAS,
      the method, process, and procedures related to the construction and operation
      of TCGGS is governed by that certain AGREEMENT FOR THE CONSTRUCTION AND
      OPERATION OF THE TRI-COUNTY GAS GATHERING SYSTEM, by and between Cimmarron
      Transportation, LLC, ("Cimmarron") Benco
      Operating, Inc. ("Beneo")
      and
      CC
Texas
      Gathering, L.P ("CCTX") effective January 1, 2005 (the "Operating
      Agreement"); and

     

    WHEREAS,
      Effective January 1, 2005, TCGGS was formed and an undivided capital
equity
      in
      TCGGS ownership interest was established as follows:

     

    Cimmarron
      33.334% 

    Benco
      33.333%

              CCTX
      33.333%

     

    ("TCGGS
      Property Ownership") and

     

    WHEREAS,
      undivided capital equity position of TCGGS ownership was accomplished
by
      Cimmarron, BENCO and CCTX each party assigning an undivided interest in assets
      to the other
      two
      Parties in Wise, Montague and Cooke Counties, Texas subject to the provisions
      within the
      Operating Agreement and at two (2) other dates by contributing cash at two
      Tri-County Gas Gathering "True Ups" (as defined in the Operating Agreement);
      and

     

    WHEREAS,
      Effective June 1, 2005 Cimmarron Transportation reorganized and its interest
      in TCGGS is now owned by Cimmarron; and

    



    
      
        
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    WHEREAS,
      Effective December 1, 2004, By Assignment and Bill of Sale by and between
      Central Crude, Inc., a Louisiana corporation ("Central
      Crude"), as
      Seller,
      and EBS Oil &
Gas
      Partners Production Company, LP, a Texas limited partnership, ("EBS") as Buyer,
      Central Crude
      assigned a forty nine percent (49%) interest in the Wise County Gathering System
      ("WCGGS")
      to
      EBS;
      and

     

    WHEREAS,
      Effective December 1, 2004, an Agreement by and between Central Crude
and
      EBS
      was executed whereby authorized CCTX to merge WCGGS into TCGGS; and

     

    WHEREAS,
      by merger, effective October 1, 2005, Westside acquired one hundred percent
      (100%) ownership interest in EBS, resulting in 49.00% EBS WCGGS Property
Ownership
      being owned solely by Westside; and

     

    WHEREAS,
      of even date with this Agreement Benco, CCTX and Westside entered into that
      certain Stipulation of Ownership dated effective as
      of
      10:00a.m. Central Time on September 1, 2006 (the "Stipulation")
      attached
      her to as
      Exhibit
      F
      whereby the parties agreed and stipulated as to the interests of each of the
      parties in and to the TCGGS and establishing Westside's interest in and to
      the
      TCGGS at 16.333%; and

     

    WHEREAS,
      Westside's 16.333% ownership interest in and to the TCGGS shall hereinafter
      be referred to as the "Property;"
      and

     

    WHEREAS,
      Cimmarron desires to purchase the Property from Westside and Westside is
desirous
      of selling, transferring and assigning all of its right, title and interest
      in
      the Property to Cirrunarron, in the manner described herein, without warranty
      of
      any kind, except as specifically provided
      herein; and

     

    WHEREAS,
      any transfer of the Property, pursuant to Article VII. of the Operating
Agreement
      requires a preferential right be offered to other parties; and

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants set forth
      below,
      and for other valuable and mutually sufficient consideration, the receipt and
      sufficiency of which is hereby acknowledged, Westside and Cimmarron do hereby
      agree as follows:

     

    1. Property
      to be purchased by Cimmarron from Westside:

     

    1.1 Purchase
      and Sale of Property.

     

    Cimmarron
      agrees to purchase and Westside agrees to sell, Agreement effective one
hundred
      percent (100%) of the Property from Westside for the sum Four Million Nine
      Hundred Forty-One
      Thousand Nine Hundred Eighty-Four and 95/100 Dollars ($4,941,984.95) (the
"Purchase
      Price").

    



    
      
        
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          1.2The
            Assignment.

        

      

    



     

    On
      the
      Closing Date, Westside shall assign the Property to CCTX, effective as of the
      Effective
      Date pursuant to an Assignment and Bill of Sale in a form substantially similar
      to Exhibit
      A
      attached
      hereto, including but not limited to the acknowledgement of Cimmarron
contained
      in Section
      4.3 hereof
      and the limitations of warranty contained in Section
      3.2 hereof.

     

    2.Closing
      Date; Purchase Price; Deliveries at Closing; Pre-closing Due
      Diligence:

     

    2.1
      Closing. The
      closing ("Closing")
      shall
      take place on or before 10:00 a.m. November
      10, 2006 (the "Closing
      Date") at
      Westside's offices at 3131 Turtle Creek Blvd., Suite 1300,
      Dallas Texas 75219. The Parties may mutually agree in writing to change the
      time
      and place
      of
      Closing. At Closing Westside shall deliver to CCTX the items set forth in
Section
      2.2 and
      Cimmarron shall pay to Westside the Purchase Price by wire transfer pursuant
      to
      wire transfer
      instructions received by Cimmarron prior to Closing.

     

    2.2 Deliveries
      at Closing. At
      the
      Closing, the following documents shall be delivered

     

    by
      the
      Parties:

     

    (a)  Conveyance
      Documents. Westside
      shall deliver (i) three (3) fully executed
      and acknowledged originals of Assignment and Bill of Sale in substantially
      the
      form attached
      as Exhibit
      A
      dated
      effective as of the Effective Date covering all of Westside's right,
title,
      and interest in and to the Property and (ii) a fully executed Stipulation in
      form of Exhibit
      F attached
      hereto;

     

    (b)  Payment
      of Purchase Price. Cimmarron
      shall pay the Purchase Price to Westside
      pursuant to wire transfer instructions delivered to Cimmarron by
      Westside;

     

    (c)  Non-Foreign
      Affidavit. Westside
      shall deliver to Cimmarron an affidavit in
      the
      form substantially the same as Exhibit
      B attached
      hereto and made a part hereof, setting forth
      its
      taxpayer identification number and that it is not a "foreign person" as provided
      in Section
      1445(b)(2) of the Internal Revenue Code of 1986, as amended;

     

    (d)  Certificate
      of Good Standing. Westside
      shall deliver to Cimmarron a Certificate
      of Good Standing, issued by the Secretary of State for the State of Texas dated
      not more
      than
      ten (10) days prior to the Closing;

     

    (e)  Incumbency
      Certificate. Westside
      Pipeline shall deliver to Cimmarron an Incumbency
      Certificate substantially the same as Exhibit
      C attached
      hereto and made a part hereof,
      with respect to any Persons executing documents at the Closing on its
      behalf;

     

    (f)  Board
      Resolution of Westside Westside
      shall deliver to Cimmarron a certificate
      certifying the resolutions adopted by which certificate shall be substantially
      the same as
      Exhibit
      D attached
      hereto and made a part hereof;

     

    (g) Westside
      Officer's Certificate. Westside
      shall deliver a certified copy of

     

    Officer's
      Certificate, substantially the same as Exhibit
      E attached
      hereto and made a part hereof,

    



    
      
        
          
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          1.2The
            Assignment.

        

      

    



     

    fully
      executed by a duly authorized officer of its general partner authorizing and
      approving the execution,
      delivery and performance of this Agreement and all other documents, instruments
      and agreements
      contemplated by this Agreement; and

     

    (h)
      Other
      Documents and Actions. Each
      Party shall execute such other instruments
      and take such other actions as may be reasonably requested by another Party
      in
      order to give full effect to the obligations of such Party under this
      Agreement.

     

    3.Representations
      and Warranties of Westside:

     

    Westside,
      except as hereinafter expressly stated to the contrary, represents and warrants
      to Cimmarron
      as follows:

     

    3.1Organization
      and Good Standing:

     

    Westside
      is a limited partnership, duly organized, validly existing and in good standing
      under the laws of the State of Texas. Westside has the power to carry on its
      business as it is now being
      conducted, to enter into this Agreement and to perform its obligations
      hereunder, and is duly
      qualified, in good standing and authorized to conduct business in the State
      of
      Texas.

     

    3.2Representations
      and Warranties:

     

    (a)  FROM
      AND AFTER CLOSING AND AFTER GIVING EFFECT TO THE
      STIPULATION, TO THE FULLEST EXTENT PERMITTED BY LAW, WESTSIDE HEREBY WARRANTS
      TITLE TO THE PROPERTY AND WILL INDEMNIFY
      AND DEFEND CIMMARRON AND ITS SUCCESSORS, LEGAL REPRESENTATIVES
      AND ASSIGNS AGAINST THE LAWFUL CLAIMS OF TITLE OF ALL PERSONS CLAIMING TITLE
      OR
      ANY INTEREST TO THE PROPERTY
      BY, THROUGH AND UNDER WESTSIDE, BUT NOT OTHERWISE.

     

    (b)  EXCEPT
      AS
EXPRESSLY
      PROVIDED WITHIN THIS SECTION
      3.2, WESTSIDE
      MAKES NO REPRESENTATIONS OR WARRANTIES
      AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      OR OTHERWISE; AND THE PROPERTY IS ASSIGNED "AS IS," "WHERE
      IS," AND WITH ALL
      FAULTS OR
      DEFECTS AS
      OF
      THE EFFECTIVE DATE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WESTSIDE
      SHALL NOT BE LIABLE, TO ANY EXTENT WHATSOEVER, FOR THE QUALITY, CONDITION,
      OPERATION OR PERFORMANCE OF THE PROPERTY.

     

    (c)
      Westside warrants and represents that all Westside capital expenses and
obligations
      for the Property for which Westside has been billed or invoiced have been
paid
      in
      full as of September 1, 2006 except for AFE numbers 6325 and 6326 which will
      be
      assumed by and shall be the responsibility of Cimmarron.

    



    
      
        
          
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          1.2The
            Assignment.

        

      

    



     

    (d)  Westside
      warrants that it has all authority necessary to enter into the sale of
      the
      Property to Cimmarron and perform all obligations under this Agreement, and
      this
Agreement
      is a legal, valid, binding obligation of Westside enforceable against Westside
      in
      accordance with its terms, except to the extent (i) such enforcement may be
      limited by applicable
      bankruptcy, insolvency, or similar laws affecting creditors' rights, and (ii)
      the remedy
      of
      specific performance and injunctive and other forms of equitable relief may
      be
subject
      to equitable defenses and to the discretion of the court before which any
      proceedings may be brought.

     

    (e)  To
      the
      knowledge of Westside, except for (i) the consent of GasRock Capital LLC
("GasRock")
      and
      (ii)
      the waiver of preferential purchase rights by CCTX or its
      affiliates, no consent of or by, or filing with, any other person or entity
      is
      required with respect
      to Westside in connection with the execution, delivery, or enforceability of
      this Agreement
      or the consummation of the sale of the Property provided for in this
Agreement.

     

    (f)  To
      the
      knowledge of Westside, Westside is not under any investigation with
      respect to, nor has it been threatened to be charged with, nor has it been
      given
      any notice
      of
      any violation of any law or permit, nor has any judgment, order, or decree
      been
      issued by any governmental authority with respect to the Property being
      transferred pursuant to this Agreement.

     

    (g)  Except
      for liens in favor of GasRock which will be released contemporaneously
      with Closing, to the knowledge of Westside, the Property is not subject
      to any Liens that are the result of any action or omission during Westside's
      ownership.

     

    (h)  To
      the
      knowledge of Westside, no claim, suit, action or other proceeding is
      pending before any court or other Governmental Authority with respect to the
      Property, or its ownership or operation.

     

    (i)  Westside
      has not incurred any obligation or liability, contingent or.
      otherwise, nor has made any agreement with respect to any broker or finder's
      fees arising out of or in any way related to the transactions contemplated
      by
      this Agreement.

     

    (j)  To
      the
      knowledge of Westside, Westside has not caused, either through action
      or
      inaction, nor has the exercise of eminent domain against Westside's interest
      by
      a third
      party caused, any of Westside's interests in the easements comprising the
      Property to
      have
      terminated.

     

    (k)  The
      provision of this Section
      3.2 shall
      survive the execution and delivery

     

    of
      the
      Assignment and Bill of Sale by Westside.

     

    3.3
      No Notification:

     

    Westside
      represents that, to the best of its knowledge, it has not received notification
      from
      any
      governmental agency, person or other entity of any existing Environmental
      Condition

    



    
      
        
          
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    (as
      defined in Section
      5.4) or
      any
      conditions requiring any work to be done regarding Chemical Substance,
      Oil Field Substance or waste on the Property.(as those terms are defined in
      Section
      5.4).
      In
      addition, Westside also represents that to the best of its knowledge, it has
      not
      received notification
      from any surface owner of any surface or subsurface damage claim.

     

    4. Representations
      and Warranties of
      Cimmarron:

     

    Cimmarron
      represents and warrants to Westside as follows:

     

    4.1Organization
      and Good Standing:

     

    Cimmarron
      is a Texas limited partnership, duly organized, validly existing and in good
      standing
      under the laws of the State of Texas. Cimmarron has the power to carry on its
      business as
      it is
      now being conducted, to enter into this Agreement and to perform its obligations
      hereunder,
      and is duly qualified to do business and is in good standing in the State of
      Texas.

     

    4.2Authority
      Relative to this Agreement:

     

    The
      execution, delivery and performance of this Agreement by Cimmarron and the
      purchase
      of the Properties contemplated herein have been duly and validly authorized
      by
      all requisite action.

     

    4.3Warranties:

     

    CIMMARRON
      REPRESENTS AND WARRANTS TO WESTSIDE THAT IT HAS FULLY
      INSPECTED THE PROPERTY, THAT IT HAS THE EXPERTISE TO PROPERLY
      EVALUATE THE PROPERTY, AND THAT IT ACCEPTS THE PROPERTY
      IN ITS PRESENT CONDITION AND LOCATION "AS IS, WHERE IS, AND
      WITH ALL FAULTS," CIMMARRON IS RELYING SOLELY ON ITS PRIOR EXPERIENCE
      IN OWNING AND OPERATING ASSETS OF THE TYPE AND NATURE
      SIMILAR TO THE PROPERTY AND ON ITS INDEPENDENT INSPECTION OF
      THE PROPERTY INCIDENT TO ITS DECISION TO PURCHASE THE PROPERTY
      AND EXPRESSLY REPRESENTS AND WARRANTS TO WESTSIDE THAT
      IT IS NOT RELYING ON ANY STATEMENTS, INFORMATION FROM OR REPRESENTATIONS AND
      WARRANTIES OF WESTSIDE. IN THIS REGARD, CIMMARRON ACKNOWLEDGES THAT IT IS
      RELYING SOLELY UPON ITS INSPECTION
      OF THE PROPERTY AS TO THE PROPERTY'S PHYSICAL CONDITION,
      INCLUDING BUT NOT LIMITED TO THE EXISTENCE OF ANY ENVIRONMENTAL CONDITION (AS
      DEFINED HEREIN BELOW).

     

    Cimmarron
      is aware and expressly acknowledges that the rights in and to the
Property
      being assigned hereunder, as such rights relate to the lands covered by the
      Property
      may (by way of example and not of limitation) be subject to gaps in ownership,
      require consents to assign, be subject to prohibitions against assignment,
      be
      subject to prohibitions against multiple lines. It is expressly understood
      and
      agreed to between the Parties that Westside shall not be liable to Cimmarron
      or
      any third Party, to any extent

    



    
      
        
          
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    whatsoever,
      for any claims, suits or damages in any manner associated with the above or
      similar or related matters to which Cimmarron may be
      subject.

     

    The
      provisions of this Section
      4.3 shall
      survive the execution and delivery of the Assignment
      and Bill of Sale by Westside.

     

    5.Indemnity:

     

    5.1
      Indemnity by
      Cimmarron:

     

    a.  Post
      Effective Date Liability

     

    Subsequent
      to (after) September 1, 2006, Cimmarron assumes all liability for and shall
      be
solely
      responsible for any and all losses, including without limitation, damages,
      claims, expenses, charges,
      costs and all other matters (collectively "Losses")
      of
      any
      nature whatsoever in connection
      with the ownership, use, operation, maintenance or existence of the Property,
      or
      any replacement
      and/or additional pipeline(s) constructed by Cimmarron on the Property pursuant
      to this Agreement, including without limitation, those caused by the actions
      or
      omissions of Cimmarron
      (the "Post
      Effective Date Liabilities"). Cimmarron
      agrees to hold harmless, defend and
      indemnify Westside, its partners, officers, directors, employees, agents,
      successors, legal representatives,
      and assigns (the "Westside
      Group") from
      any
      and all liabilities, regardless of the presence
      or lack of insurance.

     

    b.  Breach
      of
      Representations
      and Warranties

     

    Cimmarron
      agrees to indemnify Westside against, and hold Westside harmless from, any
      loss,
      cost, damage or expense (including reasonable attorneys' fees) sustained by
      Westside arising
      out of or resulting from any inaccuracy in or breach of any of the
      representations, warranties
      or covenants made by Cimmarron herein, regardless of the presence or lack of
      insurance.

     

    5.2
      Indemnity
      by Westside

     

    Prior
      to
      (before) September 1, 2006, Westside assumes all liability for and shall be
      solely responsible
      for any and all losses, including without limitation, damages, claims, expenses,
      charges,
      costs and all other matters (collectively "Losses")
      of
      any
      nature whatsoever in connection
      with the ownership, use, operation, maintenance or existence of the Property
      pursuant to
      this
      Agreement. (the "Pre
      Effective Date Liabilities"). Westside
      agrees to hold harmless, defend
      and indemnify Cimmarron, its partners, officers, directors, employees, agents,
      successors, legal
      representatives, and assigns (the "Cimmarron
      Group") from
      any
      and all liabilities, regardless
      of the presence or lack of insurance.

     

    5.3Indemnification
      Procedure

     

    Promptly
      after receipt by a Party indemnified under this Agreement (the "Indemnified
      Party") of
      notice
      of the commencement of any action or the written assertion of any claim
      or

    



    
      
        
          
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    demand
      covered by an indemnity set forth herein, the Indemnified Party shall, if a
      claim in respect
      thereof is to be made against any indemnifying Party under this Agreement (the
      "Indemnifying
      Party"), notify
      the Indemnifying Party in writing of the commencement of such action
      or
      the written assertion thereof; however, the omission so to notify the
      Indemnifying Party shall
      not
      relieve it from any liability which it may otherwise have to the Indemnified
      Party, except
      to
      the extent the Indemnifying Party was actually damaged by such failure to
      notify. In case
      any
      such action, claim or demand shall be brought or asserted against any
      Indemnified Party and
      it
      shall notify the Indemnifying Party of the commencement or assertion thereof,
      the Indemnifying
      Party shall be entitled to undertake and fully control the defense thereof;
      provided, however,
      that upon request by the Indemnifying Party, the Indemnified Party may assume
      the defense
      thereof with counsel reasonably satisfactory to the Indemnifying Party. If
      the
Indemnifying
      Party undertakes the defense of such action, claim or demand, the Indemnified
      Party
      shall have the right to participate in such action, claim or demand and to
      retain its own counsel,
      at the sole expense of the Indemnified Party. Notwithstanding the preceding
      sentence, if the
      Indemnifying Party and the Indemnified Party are named Parties to any such
      action, claim or demand
      and representation of both Parties by the same counsel would be inappropriate
      due to actual
      or
      potential differing interests between them, the Indemnifying Party shall be
      obligated to pay
      the
      reasonable attorneys' fees and court costs incurred by the Indemnified Party
      in
      its separate
      defense.

     

    5.4 Environmental
      Matters

     

    a. Definitions.
      As
      used in this section, the following terms shall have the

     

    following
      meanings:

     

    Chemical
      Substance shall
      mean any chemical substance, including, but not limited to,
      any
      sort of pollutants, contaminants, chemicals, raw materials, inter mediates,
      products,

     

    industrial,
      or solid substances, materials, wastes, or petroleum products, including crude
      oil, natural
      gas or any component or refraction thereof.

     

    Claim(s)
      shall
      mean any demand, claim, notice of noncompliance or violation, Loss,
      action, suit, Proceeding, or judgment, formal or informal, in writing or orally,
      of any nature whatsoever.

     

    Environmental
      Claims shall
      mean Claims by any Governmental Authority or person
      (including Westside and Cimmarron) for the cleanup or remediation of damage
      to,
      or damage
      originating from, the Property or personal injury resulting from any
      Environmental Condition
      on or originating from the Property or for situations, circumstances, events
      or
      incidents on,
      from
      or originating at any of the Property and arising from or related to the
      existence of an Environmental
      Condition, the presence of any polluting substance, Chemical Substance or
Hazardous
      Substance, or a violation of, or remedial requirement under, any Environmental
      Law. ("Environmental
      Claims") shall
      also mean any claims, demands or actions for any failure to carry out
      any
      such clean-up or remediation obligations arising hereunder.

     

    Environmental
      Condition shall
      mean any clean-up or remediation responsibility (i)
      caused by environmental pollution, contamination, degradation, damage or injury
      at, on, or

    



    
      
        
          
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    migrating
      off of, or underlying any of the Property, or (ii) caused by, related to,
      arising from, or in
      connection with the generation, handling, use, treatment, storage,
      transportation, disposal, discharge, release, or emission of any polluting
      substance, or Chemical Substance, whether occurring
      prior to or after the Effective Date, known or unknown, at, on, emanating from,
      migrating
      off of, or underlying any of the Property or (iii) caused by a violation of,
      or
      a remediation requirement made under, any Environmental Law with regard to
      the
      Property.

     

    Environmental
      Law shall
      include, but shall not be limited to, the Comprehensive Environmental
      Response, Compensation and Liability Act ("CERCLA")
      43
      U.S.C.
      6901 et seq., the
      Resource Conservation & Recovery Act ("RCRA") 42 U.S.C. 6901, et seq., the
      Federal Water
      Pollution Control Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C.,
§8401, et seq.,
      the
      Safe Drinking Water Act, 42 U.S.C. 300 et seq., the Federal Insecticide,
      Fungicide & Rodenticide
      Act, 7 U.S.C. 136 et seq.; the Toxic Substances Control Act, 15 U.S.C. 2601
      et
      seq.; the
      Oil
      Pollution Act of 1990, 33 U.S.C. 2701 et seq., and the regulations there under,
      and any other
      local, state, and/or federal laws or regulations, whether currently in effect
      or
      promulgated or amended
      in the future, that govern (a) the existence, cleanup and/or remedy of
      contamination on or
      migrating or transported from the Property; (b) the protection of the
      environment from spilled, deposited
      or otherwise emplaced contamination on or migrating or transported from the
      Property; (c) the control of Oilfield Substances on or migrating or transported
      from the Property; or (d) the use,
      generation, transport, treatment, removal, recovery, clean-up and/or remedy
      of
      any polluting substance,
      Oilfield Substance or Chemical Substance, including building materials on or
      migrating
      or transported from the Property.

     

    Governmental
      Authority shall
      mean any entity of or pertaining to government, including
      any federal, state, local, foreign, other governmental or administrative
      authority, agency,
      court, tribunal, arbitrator, commission, board, bureau, or resources
      trustee.

     

    Loss
      or
      Losses
      shall
      mean any and all payments, obligations, costs, disbursements,
      liabilities, liens, encumbrances, damages, judgments, demands, suits, claims,
      assessments,
      charges, fines, penalties, or expenses, including reasonable attorney's fees
      and
      other costs
      of
      litigation incurred in environmental clean-up or remediation activities, or
      personal injuries,
      in any manner related to an Environmental Condition.

     

    Proceeding
      shall
      mean any action, suit, claim, investigation, review or other proceeding,
      at law or in equity, before any Governmental Authority, arbitrator, board of
      arbitration,
      mediator, court of competent jurisdiction, or similar entity.

     

    b. Cimmarron's
      Assumption of Environmental Obligations

     

    As
      between Westside and Cimmarron, Cimmarron hereby:

     

    1.
      Assumes full responsibility for all Environmental Conditions and Environmental
      Claims associated with the Property or the transportation, disposal or
      arrangement for
      the
      transportation or disposal of Oilfield Substances or Chemical Substances from
      the Property,
      including any applicable liabilities under Environmental Laws, which
      Environmental Conditions and Environmental Claims arise on or after the
      Effective Date; and

    



    
      
        
          
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    2.
      Unconditionally releases and discharges Westside, its subsidiaries, affiliates,
      directors, officers, shareholders, employees, representatives, successors and
      assigns from
      all
      Environmental Conditions and Environmental Claims assumed by Cimmarron in
paragraph
      5.4.b.1 above,
      and agrees to indemnify and defend Westside, its, subsidiaries, affiliates,
      directors, officers, shareholders, employees, representatives, successors and
      assigns against any Claims and Losses associated with any such Environmental
      Conditions or Environmental Claims which arise on or after the Effective
      Date.

     

    5.5Tax
      Returns

     

    Westside
      warrants that, returns (including, without limitation, income, franchise, sales
      and
      use,
      excise, severance, property, gross receipts, payroll and withholding tax returns
      and information returns) (all such returns and reports herein referred to
      collectively as "Tax
      Returns" or
      singularly as a "Tax
      Return") of
      or
      relating to any federal, state or local tax (all, together with any
      penalties, additions to tax, fines and interest thereon or related thereto,
      herein referred to collectively as "Taxes"
      or
      singularly as "Tax") that are required by applicable law to be filed (taking
      into account all extensions) on or before the Effective Date for, by, on behalf
      of or with respect to Westside, to the extent directly related to the Property,
      have been or will be filed with the
      appropriate federal, state and local authorities, and all Taxes shown to be
      due
      and payable on said
      Tax
      Returns have been or will be paid in full on or before the Effective Date,
      except where the failure to file said Tax Returns or to pay said Taxes would
      not
      have a material adverse effect on the Property.

     

    5.6Ad
      Valorem and Property Taxes.

     

    All
      ad
      valorem and real property taxes ("Property
      Taxes") attributable
      to the Property with
      respect to the tax period, which includes the tax period in 2006 prior to the
      Effective Date, shall be the responsibly of and paid by Cimmarron.

     

    6.Notices:

     

    All
      notices required or permitted under this agreement shall be in writing and
      shall
      be delivered
      personally, or sent by facsimile, or sent by United States mail, postage
      prepaid, as
      follows:

    If
      to
      Westside:

     

    Westside
      Energy Production Company, LP Attention: Craig Glick

    3131
      Turtle Creek Blvd., Suite 1300 Dallas,
      Texas 75219

    Fax:
      (469) 916-1401

    



    
      
        
          
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    If
      to
      Cimmarron:

     

    Cimmarron
      Gathering, LP

    Attention:
      Chief Operating Officer P.O. Box 1038

     

    Gainesville,
      Texas 76241-1038 Fax:
      (940) 665-8434

     

    7.  Assignment:

     

    This
      Agreement, the rights hereunder and the Property herein may be assigned,
      conveyed or otherwise transferred as an entirety by Cimmarron without the
      express written consent of
      Westside but shall be subject to any preferential purchase rights burdening
      the
Property.
      All Assignment and Bill of Sale documents provided for hereunder and any
      subsequently approved assignments or other conveyances shall be expressly made
      subject to the terms and provisions of this Agreement.

     

    8.  Cooperation

     

    8.1Intent
      of
      Agreement:

     

    The
      Parties shall offer each other reasonable further assistance in carrying out
      the
      intent of
      this
      Agreement, including, but not limited to, execution of any additional documents
      necessary to
      effectuate the intent of this Agreement. In the event that any part of the
      Property being assigned
      and conveyed to Cimmarron by Westside hereunder has not been effectively
      assigned to Cimmarron
      by Westside, Westside, without incurring liability of any kind shall assign
      or
      convey such
      part
      of the Property directly to Cimmarron.

     

    9.Miscellaneous
      Provisions:

     

    9.1
      The
      laws
      of the state of Texas govern this Agreement as to the Property, without
regard
      to
      its conflicts of law. In the event of a dispute as to the interpretation and/or
      performance of
      Agreement, the laws of the State of Texas, without regard to its conflicts
      of
      law principles, shall
      govern.

     

    9.2
      Each
      Party shall be solely responsible for its own expenses, incurred by it in
      connection with this transaction, and neither Party shall be entitled to any
      reimbursement for such
      expenses from the other Party.

     

    9.3
      No
      waiver
      by either Party hereto of any default of the other Party under this Agreement
      shall operate as a waiver of any subsequent default, whether of a like or a
      different character.

     

    9.4
      Each
      Party hereto represents and warrants to each other Party that the person
signing
      this Agreement on its behalf is duly authorized to enter into this Agreement
      and
      that all necessary resolutions have been or will be obtained and
      approved.

    



    
      
        
          
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    9.5
      In
      the
      event any provision set forth in this Agreement, or the application thereof,
      is
      held
      invalid, such invalidity shall not affect any other provision or application,
      which can be given effect without the invalid provision or application. To
      this
      end, the provisions set forth in this Agreement are declared to be
      severable.

     

    9.6 The
      terms
      and conditions hereof shall extend to and be binding on the
      respective

     

    successors
      and permitted assigns of the Parties hereto.

     

    9.7
      The
      provisions of this Agreement shall survive the Closing of the transaction
contemplated
      herein and the execution and delivery of any assignment and bill of sale or
      similar instrument
      delivered in connection with this Agreement.

     

    9.8 The
      obligations of Westside pursuant to this Agreement are expressly
      contingent

     

    upon
      the
      execution and delivery of the Stipulation.

     

    9.9 This
      Agreement may be executed in multiple counterparts, each of which shall
      be

     

    deemed
      an
      original, and all of which shall be deemed to be one and the same
      agreement.

     

    9.10
      This
      document and the attachments related thereto contain the entire agreement by
      and
      between Westside and Cimmarron regarding the subject matter hereof. No other
      representations
      made between Westside and Cimmarron, whether written or oral, have been
relied
      upon by any Party in the execution hereof. Westside, Cimmarron represent and
      warrant that
      the
      execution of this Agreement has not been induced by any promise, representation
      or warranty
      other than as expressly contained herein. Westside and Cimmarron agree that
      they
      shall deal
      fairly and in good faith with each other.

     

    Cimmarron
      shall be responsible for and shall bear the cost of recording any instrument
      contemplated
      by this vying the Property. Upon the receipt of each recorded instrument
Cimmarron
      shall promptly forward a copy of each recorded document to
      Westside.

     

    10.Exhibits

     

    The
      Exhibits listed below are attached to this Agreement and by this reference
      are
      fully incorporated herein.

     

     

    


    
      	
              Exhibit
                A Exhibit B Exhibit
                C Exhibit D Exhibit E Exhibit
                F

            	
              Form
                of Assignment and Bill of Sale Westside Non-Foreign Affidavit Westside
                Incumbency Certificate Westside Certificate of Resolutions Westside
                Officer's Certificate

               

              Form
                of Stipulation of Ownership

            


    

    



    
      
        
          
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          11.Conflicts

        

      

    



     

    In
      the
      event a conflict between a provision contained within the main body of this
      Agreement
      and a provision contained within any exhibits attached hereto, the provisions
      in
      the
      main.body shall control.

     

    12.Purchase
      Price Allocation

     

    The
      Purchase shall be allocated as follows: Easements fifty percent (50%), Pipelines
      fifty percent
      (50%).

    



    
      
        
          
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          11.Conflicts

        

      

    



     

    IN
      WITNESS WHEREOF, this Agreement is executed on November 9, 2006, to be
effective
      as of the Effective Date.

     

    WESTSIDE
      ENERGY PRODUCTION COMPANY, LP, a
      Texas limited partnership

     

    By:Westside
      Energy GP, L.L.C.,

    a
      Texas
      limited liability company, its general partner

     

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            EXECUTION
              VERSION

          

        

      

    



     

    
      


      [Missing
        Graphic Reference]

      By:

    

     

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            EXECUTION
              VERSION

          

        

      

    



    CIMMARRON
      GATHERING, LP, a
      Texas limited partnership

     

    By:Cimmarron
      Gathering, GP, LLC,

    a
      Texas
      limited liability company, its General Partner

     

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            EXECUTION
              VERSION

          

        

      

    



    
      	
              By:

            	
              [Missing
                Graphic Reference]

               

            	 
	 


    

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            EXECUTION
              VERSION

          

        

      

    



    John
      D.itz,
      Mana
      /Partner

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          
            EXECUTION
              VERSION

          

        

      

    



     

    RECORDING
      REQUESTED BY: Cimmarron
      Gathering, LP

    do
      Robin Backstrom

    21122
      Hawthorne Lane

    Parker,
      Colorado 80138

     

    WHEN
      RECORDED MAIL TO: Same as above

     

     

    SPACE
      ABOVE FOR RECORDER'S USE

     

    UNDIVIDED
      INTEREST ASSIGNMENT AND BILL OF SALE

     

    Westside
      Energy Production Company, LP, a Texas limited partnership ("Westside"),
      having
      a
      place of business at 3131 Turtle Creek Blvd., Suite 1300, Dallas, Texas 75219
      hereby assigns to Cimmarron Gathering, LP, a Texas limited partnership
      ("Buyer"), having a place of business
      at P.O. Box 1038, Gainesville, Texas 76241-1038, one hundred percent (100%)
      of
Seller's
      right, title and interest (such interest being an undivided 16.333% interest)
      in
      and to the following ( the "Property"):

     

    All
      pipeline(s) and all meters, valves, fittings, pumps, cathodic protection
      equipment, locks, rights-of-way
      markers, and miscellaneous equipment appurtenant to or associated with the
      pipeline(s)
      described on Exhibit
      A attached
      to and made a part of this Assignment along with the easements,
      real property, rights-of-way, surface lease agreements, permits, licenses,
      leases, prescriptive
      rights, servitudes, and other rights of access and agreements listed on
Exhibit
      A to
      the
      extent that the same are legally assignable;

     

    NOW
      THEREFORE, in consideration of the mutual promises contained herein, the
benefits
      to be derived by Westside and BUYER, and other good and valuable consideration,
      the receipt
      and sufficiency of which are hereby acknowledged, Westside and BUYER agree
      as
follows:

     

    Westside
      does hereby absolutely and unconditionally bargain, convey, sell, transfer,
      release,
      grant, set over, assign, confirm and deliver to BUYER, its successors and
      assigns, and BUYER accepts, an undivided One Hundred percent (100.00%) of
      Westside's right, title, and interest
      in and to the Property, such interest being an undivided 16.333% in and to
      the
      Property.

     

    1.  BUYER
      agrees to be bound by the terms, conditions, and covenants of the assigned
      Property subsequent to the Effective Date.

     

    2.  Westside
      hereby covenants with BUYER that Westside is the lawful owner of the
      Property and has good right to convey the same, that to Westside's knowledge
      the
      Property are
      free
      of all liens and encumbrances and Westside will warrant and forever defend
      all
      and singular
      the Westside Property unto BUYER, its successors and assigns, against every
      person who
      is
      lawfully claiming or to claim the same or any part thereof, by through or under
      Westside
      but not otherwise.

    



    
      
        
          
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    3.  This
      Assignment shall be governed by and construed in accordance with
      the

     

    laws
      of
      the State of Texas.

     

    4.  The
      Property are assigned by Westside to BUYER "as is, where is, and with all
faults,"
      without any warranties or representations of any type or nature whatsoever
      and
      releases any
      and
      all representations and warranties, including but not limited to,
      representations and warranties as to the Westside Property value, quality,
      condition, merchantability or fitness for any particular purpose.

     

    5.  This
      Assignment is executed, delivered, and accepted pursuant to and subject to
      the
      terms
      and conditions of that certain Purchase and Sale Agreement (the "Agreement")
      by
      and
      between Westside and Buyer dated November 9, 2006 and effective as of September
      1, 2006,
      and
      the provisions of the Agreement shall survive the execution, deliverance, and
      acceptance of this Assignment.

     

    6.  This
      document and the attachments related thereto contain the entire agreement
by
      and
      between Westside and BUYER regarding the subject matter hereof. No other
representations
      made between Westside and BUYER, whether written or oral, have been relied
      upon
      by
      any Party in the execution hereof. Westside and BUYER acknowledge and warrant
      that
      the
      execution of this Agreement has not been induced by any promise, representation
      or warranty
      other than as expressly contained herein. The Parties consent and agree that
      they shall
      deal fairly and in good faith with each other.

     

    7.  The
      terms
      and conditions hereof shall extend to and be binding on the
      respective

     

    successors
      and permitted assigns of the Parties hereto.

     

    8.  In
      the
      event any provision set forth in this Agreement, or the application thereof,
      is
      held
      invalid, such invalidity shall not affect any other provision or application,
      which can be given
      effect without the invalid provision or application. To this end, the provisions
      set forth in
      this
      Agreement are declared to be severable.

     

    9.
      This
      Assignment may be executed in several original counterparts. Each counterpart
      shall be deemed to be an original for all purposes, and all counterparts shall
      together constitute
      but one and the same instrument, provided,
      however, in
      making
      proof of this Assignment, it shall only be necessary to produce one counterpart
      hereof, executed by the parties hereto,
      and it shall not be necessary to produce nor to account for any other
      counterpart. To the extent
      permitted under the laws of any jurisdiction where this Assignment is to be
      filed, there may
      be
      attached to the counterpart of this Assignment to be filed in such jurisdiction
      an Exhibit
      A
      which
      shall contain only the legal description of the of the Property in such
      jurisdiction.

     

    TO
      HAVE
      AND TO HOLD Westside's undivided 16.333% interest in and to the Property,
      subject to the terms, exceptions and other provisions herein stated, together
      with all and
      singular the rights and appurtenances thereunto and in anywise belonging unto
      BUYER, its successors and assigns, forever.

     

    [Signatures
      appear on the following page(s)[

    



    
      
        
          
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            EXECUTION
              VERSION

          

        

      

    



     

    IN
      WITNESS WHEREOF, the Parties to this Assignment and Bill of Sale have executed
      this
      Assignment and Bill of Sale through their authorized
      representatives.

     

    Executed
      this 9th day of November, 2006, but effective as of September 1, 2006 at 10:00
      a.m.
      CT.

     

    Westside
      Energy Production Company, LP, a
      Texas limited partnership

     

    By:
      Westside Energy GP, L.L.C.,

    a
      Texas limited liability company, its
      general partner

     

    By:

    Douglas
      G. Manner, Manager

    



    
      
        
          SIGNATURE
            PAGE TO ASSIGNMENT AND BILL OF SALE

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Cimmarron
      Gathering, LP,

    By: Cimmarron
      Gathering, GP, LLC,

    its
      General Partner

     

    By:  

    Name:
       

    Title:

    



    
      
        
          SIGNATURE
            PAGE TO ASSIGNMENT AND BILL OF SALE

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    ACKNOWLEDGEMENT
      — WESTSIDE ENERGY PRODUCTION COMPANY, LP

     

    State
      of
      Texas§

    §

    County
      of
      Tarrant§

     

    I,
      ,
      a
      Notary Public in and for the county and state

    aforesaid,
      DO HEREBY CERTIFY that ,of
      Westside Energy GP,

    L.L.C.,
      a
      Texas limited liability company and general partner of Westside Energy
      Production Company,
      LP, a Texas limited partnership, who personally known to me to be the person
      whose name
      is
      subscribed to the foregoing instrument appeared before me this day in person
      and
      acknowledged that he signed, sealed and delivered the said instrument as his
      free and voluntary act
      in
      such capacity as the free and voluntary act of said limited liability company
      on
      behalf of said
      partnership for the uses and purposes therein set forth.

     

    Given
      under my hand and notarial seal, this 9th day of November, 2006.

     

     

    Name: 

    My
      commission expires 

    



    
      
        
          
            ACKNOWLEDGEMENT
              PAGE TO ASSIGNMENT AND BILL OF SALE

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



     

    ACKNOWLEDGEMENT
      — CIMMARRON GATHERING, LP

     

    State
      of
      Texas County of

    ,
      a
      Notary
      Public in and for the county and state

    aforesaid,
      DO HEREBY CERTIFY that,
      of
      Cimmarron Gathering, LP, who is

    personally
      known to me to be the person whose name is subscribed to the foregoing
      instrument as
      such
      President, appeared before me this day in person and acknowledged that he
      signed, sealed
      and delivered the said instrument as his free and voluntary act as such
      President and as the free
      and
      voluntary act of said limited partnership for the uses and purposes therein
      set
      forth.

     

    Given
      under my hand and notarial seal, this 9th day of November, 2006.

     

     

    Name: 

    My
      commission expires 

    



    
      
        
          
            ACKNOWLEDGEMENT
              PAGE TO ASSIGNMENT AND BILL OF SALE

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Westside
      Non-Foreign Affidavit

    



    
      
        
          
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              406066861v6

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              D

          

        

      

    



     

    NON-FOREIGN
      AFFIDAVIT

     

    



    
      
        
          
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              406066861v6

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              D

          

        

      

    



    STATE
      OF
      TEXAS COUNTY OF DALLAS

    Section
      1445 of the Internal Revenue Code provides that a transferee of a United States
real
      property interest must withhold tax if the transferor is a foreign person.
      To
      infoim transferee, Cimmarron
      Gathering, a Texas limited liability company, that withholding of tax is not
      required upon
      the
      disposition of a United States real property interest by Westside Energy
      Corporation, LP
      a
      Texas limited liability company, the undersigned hereby certifies the following
      on behalf of Westside
      Energy Production Company, LP.

     

    	1.  	
            Westside
              Energy Production Company, LP is not a foreign corporation, foreign
              partnership, foreign trust, or foreign estate (as those terms are defined
              in the Internal Revenue Code and Income Tax
              Regulations);

          


     

    	2.  	
            Westside
              Energy Production Company, LP has the following United States
              Employer Identification Number: 52-2441665.;
              and

          


     

    3. Westside
      Energy Production Company, LP has a business address of 3131

     

    Turtle
      Creek Blvd., Suite 1300, Dallas, TX 75219.

     

    Westside
      Energy Production Company, LP understands that this certification may be
disclosed
      to the Internal Revenue Service by transferee and any false statement contained
      herein may
      be
      punishable by fine, imprisonment or both. Under penalties of perjury, I declare
      that I have
      examined this certification and to the best of my knowledge and belief it is
      true, correct and complete.

     

    WESTSIDE
      ENERGY PRODUCTION COMPANY,
      LP,

    a
      Texas limited partnership

     

    By:Westside
      Energy GP, L.L.C.,

    a
      Texas
      limited liability company, its
      general partner

     

    By:

    Douglas
      G. Manner, Manager

     

    Sworn
      to
      and subscribed before me this 9th day of November, 2006, in the state and
county
      aforesaid.

     

    Notary
      Public-State of Texas (Notary Seal)

    My
      Commission Expires:

    



    
      
        
          
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            Exhibit
              D

          

        

      

    



    Westside
      Incumbency Certificate

    



    
      
        
          
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            Exhibit
              D

          

        

      

    



    Exhibit
      "C"

    Westside
      Energy Production Company, LP

    INCUMBENCY
      CERTIFICATE

     

    I,
      Jimmy
      D.
      Wright, Corporate Secretary of Westside Energy GP, LLC, a Texas limited
      liability company and general partner ("General
      Partner") of
      Westside Energy Production Company, LP, a Texas limited liability partnership,
      hereby certify as follows:

     

    The
      following Individual is presently serving Westside Energy Production Company,
      LP
      in the capacity
      set opposite his name and that the specimen signature set forth opposite such
      name listed
      below is the valid and genuine signature of such person:

    
      	
              Name:

            	
              Position:

               

              Member
                of General
                Partner

            	
              Signature:

            
	 	 
	
              Douglas
                G. Manner

            	 
	 	 	 	 


    

    


     

    IN
      WITNESS WHEREOF, I have executed this certificate thisday
      of
      November

     

    2006.

     

    By:

    Jimmy
      D.
      Wright, Secretary

    



    
      
        
          
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            Exhibit
              D

          

        

      

    



     

    Westside
      Certificate of Resolutions

    



    
      
        
          
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              406066861v6

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              D

          

        

      

    



    WRITTEN
      CONSENT

    OF
      THE GENERAL PARTNER

    OF

    WESTSIDE
      ENERGY PRODUCTION COMPANY, LP

     

    November
      9, 2006

     

    The
      undersigned, being the general partner ("General
      Partner") of
      Westside Energy Production
      Company, LP, a Texas limited partnership
      (the
      "Partnership"),
      does
      hereby consent to and adopt the following recitals and resolutions, and the
      actions therein authorized as the act of
      the
      Partnership's General Partner by written consent, such consent to have the
      same
      force and effect
      as
      a vote of the General Partner at a duly called and held meeting of the
      Partnership's General Partner:

     

    Purchase
      and Sale Transaction

     

    WHEREAS,
      it has been proposed that the Partnership enter into that certain Purchase
      and
Sale
      Agreement (the "Agreement")
      by
      and
      between the Partnership and Cimmarron Gathering, LP,
      a
      Texas limited partnership (the "Purchaser"),
      pursuant
      to which the Partnership will sell to Purchaser its ownership interest in the
      Tri-County Gas Gathering System;

     

    WHEREAS,
      the General Partner has reviewed the terms and conditions of the Agreement;
      and

     

    WHEREAS,
      the General Partner believes that the Partnership's entry into the Agreement
      and
      consummation of the transactions contemplated thereby are advisable and in
      the
Partnership's
      best interests.

     

    Approval
      of
      Transaction
      Generally

     

    NOW,
      THEREFORE, BE IT RESOLVED, that the form, terms and conditions of the
Agreement
      are hereby in all respects approved, ratified, confirmed, and the consummation
      of the transactions
      contemplated thereby, be and they hereby are in all respects approved, together
      with such
      changes to such documents as the General Partner or any officer of the
      Partnership selected by the General Partner (for the purposes of these
      resolutions, hereinafter referred to as the "Authorized
      Parties") shall
      approve, such approval to be conclusively established by any such Authorized
      Party's execution and delivery of the Agreement on the Closing Date (as defined
      in the
      Agreement), and any and all action to such ends heretofore taken is hereby
      in
      all respects approved, ratified and confirmed;

     

    RESOLVED
      FURTHER, that any one or more of the Partnership's Authorized Parties
be,
      and
      they hereby are authorized, empowered and directed, for, in the name and on
      behalf of the
      Partnership to negotiate the final terms of the Agreement and to make such
      amendments, modifications, and deviations as such Authorized Parties deem
      necessary;

    



    
      
        
          
            406067323_

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              "D"

          

        

      

    



     

    RESOLVED
      FURTHER, that
      the
      Partnership is authorized to perform any of its obligations
      under, and consummate the transactions contemplated by, the
      Agreement;

     

    RESOLVED
      FURTHER, that
      the
      Authorized Parties of the Partnership be and the same hereby
      are, authorized to execute on behalf of the Partnership, upon closing, any
      and
      all such certificates,
      resolutions, assignments, affidavits and all other documents as may be required
      in order
      to
      complete and effectuate the transactions contemplated by the Agreement on behalf
      of the
      Partnership;

     

    RESOLVED
      FURTHER, that
      the
      Authorized Parties are hereby authorized, empowered and
      directed to perform all such acts and things, and to execute any and all such
      agreements, documents or instruments necessary to certify or attest, on behalf
      of the Partnership, as to any factual matters, respecting the Partnership,
      as to
      the accuracy and completeness of these resolutions, as to the genuineness of
      any
      signature of any officer of the Partnership or as to any other matter regarding
      the execution, delivery and performance of the Agreement and the transactions
      contemplated therein, in each case known to the Authorized Parties;
      and

     

    Ratification
      of Prior Acts

     

    RESOLVED
      FURTHER, that
      any
      lawful act heretofore taken by any Authorized Party of the
      Partnership in connection with the matters contemplated in the foregoing
      resolutions be, and it
      hereby
      is in all respects, approved, adopted ratified and confirmed as an act of the
      Partnership.

     

    [SIGNATURE
      APPEARS ON FOLLOWING PAGE]

    



    
      
        
          
            406067323_

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    IN
      WITNESS WHEREOF, the undersigned, being the General Partner of the Partnership,
      hereby
      consents to all of the foregoing as of November 9, 2006.

     

    WESTSIDE
      ENERGY GP, L.L.C., a
      Texas
      limited liability company

     

    By:  

     

    Douglas
      G. Manner, Manager

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Westside
      Officer's Certificate

    



    
      
        
          
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              406066861v6

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              F

          

        

      

    



     

    Exhibit
      "E"

     

    Attached
      to and made a part of that certain Purchase and Sale Agreement by and
      between

     

    Westside
      and Cimmarron, effective September 1, 2006

     

    Westside
      Energy Production Company, LP

     

    OFFICER'S
      CERTIFICATE

    This
      Certificate is given pursuant to the Agreement (as defined below).

     

    I,
      Douglas G. Manner, Manager of Westside Energy GP, L.L.C., a Texas limited
      liability company,
      general partner of Westside Energy Production Company, LP, a Texas limited
      partnership
      (the "Company"),
      DO
      HEREBY
      CERTIFY, in connection with the Purchase and Sale Agreement (the "Agreement"),
      among
      the
      Company, and Cimmarron Gathering, LP, effective
      September 1, 2006 (terms not otherwise defined herein are used herein as defined
      in Amendment), that:

     

    1.  I
      am the
      duly elected, qualified and acting Manager of the Company and, as such, have
      access to the Company's records, have examined such records, agreements and
      other documents
      as I have deemed necessary for purposes of giving this certificate and am
      familiar with
      the
      matters therein contained and herein certified.

     

    2.  The
      conditions contained in Sections 3.1 and 3.2 of the Agreement have been
fulfilled.

     

    IN
      WITNESS WHEREOF, I have executed this certificate this 9th
      day
      of
      November,

     

    2006.

     

    Westside
      Energy Production Company, LP, a
      Texas limited partnership

    By:Westside
      Energy GP, L.L.C.

    a
      Texas
      limited liability company, its General Partner

     

    By:
       

     

    Douglas
      G. Manner, Manager

    



    
      
        
          
            HOU
              406066861v6

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              F

          

        

      

    



    Form
      of
      Stipulation of Ownership

    



    
      
        
          
            HOU
              406066861v6

          

        

         

      

      
         

        
          

        

      

      
         

        
          
            Exhibit
              F

          

        

      

    



    EXECUTION
      VERSION

     

    STIPULATION
      OF OWNERSHIP

     

    This
      Stipulation of Ownership ("Stipulation") is effective as of 10:00 a.m., Central
      Time,
      on
      September 1, 2006 (the "Effective Date"), by and between CCTX Gathering,
LP,
      a
      Texas limited partnership, whose address is P. 0. Box 1863, Lake Charles,
Louisiana
      70602 ("CCTX"), Benco Operating, Inc., a Texas corporation, whose address
is
      5416
      Birchman Avenue, Fort Worth, Texas 76107 ("Benco"), Westside Energy Production
      Company, LP, a Texas limited partnership, whose address is 3131 Turtle
Creek
      Blvd., Suite 1300, Dallas, Texas 75219 ("Westside"), and Cimmarron Gathering,
      LP,
      a
      Texas limited partnership, whose address is P.O. Box 1038, Gainesville, Texas
      76241-1038
      ("Cimmarron"). CCTX, Benco, Westside and Cimmarron are sometimes hereinafter
      referred to individually as a "Party" or collectively as "the
      Parties".

     

    WITNESSETH:

     

    WHEREAS,
      The Tri-County Gas Gathering System ("TCGGS") is a natural gas gathering system
      owned by the Parties as hereinafter more fully set out, through which
natural
      gas is gathered and delivered to other transporters located in Cooke, Montague
      and
      Wise
      County, Texas; and

     

    WHEREAS,
      TCGGS is comprised of, but not limited to: certain real and personal
property
      consisting of, but not limited to: easements, rights of way, surface leases,
      pipelines,
      fittings, launchers, receivers, tanks, separators, meters, valves, cathodic
      protection
      equipment, CO2
      Plants,
      compressors, heaters, dehydration units and other above
      and
      below ground facilities necessary for TCGGS operations, including but not
limited
      to the properties and assets described in Exhibit A attached hereto and
incorporated
      herein (the "TCGGS Property"); and

     

    WHEREAS,
      Effective January 1, 2005, TCGGS was established and the undivided
      TCGGS ownership interest was established by cross-assignments as follows:
Cimmarron
      33.334%; Benco 33.333% and CCTX 33.333%; and

     

    WHEREAS,
      The methods, processes, and procedures related to the construction
      and operation of TCGGS is governed by that certain AGREEMENT FOR THE
      CONSTRUCTION AND OPERATION OF THE TRI-COUNTY GAS GATHERING SYSTEM
      (the "Operating Agreement"), by and between Cimmarron Transportation,
LLC,
      ("Cimmarron Transportation," the corporate predecessor of Cimmarron), Benco
      Operating,
      Inc. ("Benco") and CCTX, dated effective January 1, 2005; and

     

    WHEREAS,
      CCTX is the successor in interest of Central Crude, Inc., which, prior
to
      the
      establishment of the TCGGS, effective December 1, 2004, by Assignment and
Bill
      of
      Sale to EBS Oil & Gas Partners Production Company, LP, ("EBS," the corporate
predecessor
      of Westside) as Buyer, assigned a forty nine percent (49%) interest in the
      Wise
      County Gathering System ("WCGGS") to EBS; and

     

    WHEREAS,
      CCTX and EBS contemporaneously entered into that certain Operating
      Agreement for the Wise County Gas Gathering System dated effective December
      1, 2004 ("WCGGS Agreement"); and

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



     

    WHEREAS,
      pursuant to the Operating Agreement, CCTX, with the consent of Westside,
      contributed the assets comprising the WCGGS to the establishment of the TCGGS;
      and

     

    WHEREAS,
      By agreement of the Parties, including Westside, Westside's 49% of 33.333%
      interest was represented by CCTX in such transactions, but such ownership is
      not
      properly reflected in the official public records of the counties in which
      the
      TCGGS Property is located; and

     

    WHEREAS,
      Effective June 1, 2005 Cimmarron Transportation reorganized and its
      interest in the TCGGS Property is now owned by Cimmarron; and

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants set
forth
      below, and for other valuable and mutually sufficient consideration received,
      CCTX,
      Westside, Benco and Cimmarron do hereby agree and stipulate as
      follows:

     

    1. Stipulation
      of Ownership

     

    The
      Parties agree and stipulate that the TCGGS Property and all assets and
properties
      comprising same are owned, as of September 1, 2006, at 7:00 a.m. ("the
Effective
      Date of this Stipulation") in the following undivided percentages:

     

    


    
      	
              Cimmarron

            	
              33.334%

            
	
              Benco

            	
              33.333%

            
	
              CCTX

            	
              17.000%

            
	
              Westside

            	
              16.333%

            
	
              Total

            	
              100.000%

            


    

     

    In
      order
      to carry out the terms of this Agreement, the Parties hereby assign, transfer
      and
      convey to each other the properties and assets described in Exhibit A, in the
      undivided
      percentages shown above. Title to such interests is warranted by, through
and
      under
      each of the parties, but not otherwise. Any and all other warranties, express,
      implied or statutory, are hereby disclaimed.

     

    NO
      PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE; AND
      THE TCGGS PROPERTY IS ASSIGNED "AS IS", "WHERE IS", AND WITH ALL
FAULTS
      OR DEFECTS AS OF THE EFFECTIVE DATE. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND/OR
      IN THE TCGGS AGREEMENT, NO PARTY SHALL BE LIABLE, TO ANY OTHER PARTY TO ANY
      EXTENT WHATSOEVER, FOR THE QUALITY,
      CONDITION, OPERATION OR PERFORMANCE OF THE TCGGS PROPERTY.

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



     

    The
      Parties hereby consent to the transfer to Cimmarron of Westside's undivided
      ownership
      percentage in the TCGGS, shown above, effective September 1, 2006.

     

    3.  Termination
      of WCGGS Agreement — Waiver of CCTX's Pref Right

     

    Effective
      as of the Effective Date of this Stipulation, the WCGGS Agreement is
hereby
      terminated and of no further force and effect. CCTX hereby waives its
preferential
      right to purchase the interest of Westside in the WCGGS, pursuant to
Article
      VII.F. of the WCGGS Agreement. Henceforth the sole agreement of the Parties
      concerning
      the operation of the TCGGS shall be the Operating Agreement.

     

    4.  Miscellaneous

     

    Each
      Party hereto represents and warrants to each other Party that the person
signing
      this Agreement on its behalf is duly authorized to enter into this Agreement
      and
that
      all
      necessary resolutions have been or will be obtained and approved.

     

    The
      terms
      and conditions hereof shall extend to and be binding on the respective
      successors and permitted assigns of the Parties hereto.

     

    .This
      Stipulation may be executed in several original counterparts. Each counterpart
      shall be deemed to be an original for all purposes, and all counterparts shall
      together constitute but one and the same instrument, provided,
      however, in
      making
      proof of this Stipulation, it shall only be necessary to produce one counterpart
      hereof, executed by the parties hereto, and it shall not be necessary to produce
      nor to account
      for any other counterpart. To the extent permitted under the laws of any
jurisdiction
      where this Stipulation is to be filed, there may be attached to the counterpart
      of
      this
      Stipulation to be filed in such jurisdiction an Exhibit A which shall contain
      only the legal
      description of the of the Properties in such jurisdiction.

     

    IN
      WITNESS WHEREOF, this Agreement is effective as of September 1,
      2006.

     

    [Remainder
      of page left blank intentionally. Signatures
      appear on the following pages.]

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



     

    WESTSIDE
      ENERGY PRODUCTION COMPANY, LP, a
      Texas limited partnership

    By
      Westside Energy GP, L.L.C.,

    Its
      General Partner

     

    By:

    Douglas
      G. Manner, Manager

     

    STATE
      OF
      TEXAS COUNTY
      OF
      DALLAS

     

    This
      instrument was acknowledged on
      November 9, 2006,by

    ,
      the
 
      of,a

    ,
      General
      Partner of Westside Energy Production Company, LP, a Texas

     

    limited
      partnership, on behalf of said limited partnership.

     

    Notary
      Public in and for The
      State
      of Texas

     

    My
      Commission expires:Notary's
      Printed Name:

     

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    CIMMARRON
      GATHERING, LP,

    a
      Texas limited
      partnership

    By
      CIMMARRON GATHERING, GP, LLC, a
      Texas limited liability company

    Its
      General
      Partner

     

    By:

    Name:John
      D. Schmitz Title:
      Manager/Partner

     

    STATE
      OF
      TEXAS COUNTY OF DALLAS

     

    This
      instrument was acknowledged on
      November,
      2006,
      by

    ,
      the
of
      Cimmarron Gathering, GP, LLC,

     

    a
      Texas
      limited liability company, General Partner of Cimmarron Gathering, LP, a
Texas
      limited partnership, on behalf of said limited partnership.

     

    Notary
      Public in and for The
      State
      of Texas

     

    My
      Commission expires:Notary's
      Printed Name:

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    CC
      TEXAS GATHERING, LP By CC Texas Operating, LLC Its General
      Partner

     

    By:

    Name:Steven
      M. Jordan Title:
      President

     

    STATE
      OF

    COUNTY/PARISH
      OF

     

    This
      instrument was acknowledged on November , 2006, by Steven M. Jordan,
      the President of CC Texas Operating, LLC, a Texas limited liability company,
      General Partner of CC Texas Gathering, LP, a Texas limited partnership, on
      behalf of said limited partnership.

     

    Notary
      Public in and for The State of Texas

     

    My
      Commission expires:Notary's
      Printed Name:

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    BENCO
      OPERATING, INC.,

    a
      Texas corporation

     

    By:

    Name:
      Title:

     

    STATE
      OF
      TEXAS COUNTY OF

     

    This
      instrument was acknowledged on November,
      2006,
      by

    the
      President of Benco Operating, Inc., a Texas corporation, on

     

    behalf
      of
      said corporation.

     

    Notary
      Public in and for The
      State
      of Texas

     

    My
      Commission expires:Notary's
      Printed Name:

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Exhibit
      A

     

    



    
      
        
          
            HOU
              406067316v1

          

        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    Description
      of TCGGS Property