Exhibit 10.11


     

    PURCHASE
      AND SALE AGREEMENT

     

    by
      and between

    KELLY
      K.
      BUSTER,
      JAMES I. STALEY, II, ENEXCO, INC., CLASS B LIMITED

    PARTNERS
      IDENTIFIED HEREIN, and EBS OIL AND GAS
      PARTNERS

    PRODUCTION
      GP, LLC

     

    as
      Sellers

     

    and

     

    WESTSIDE
      ENERGY CORPORATION

     

    as
      Buyer

     

    November
      20, 2005

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          
            EXECUTION
              COPY

          

        

      

    



     

    TABLE
      OF CONTENTS

     

    Page

    Article
      I
      DEFINITIONS2

     

    Article
      II PURCHASE AND SALE10

     

    Article
      III PURCHASE PRICE AND PAYMENT 10

     

    Article
      IV REPRESENTATIONS OF SELLERS 15

     

    Article
      V
      REPRESENTATIONS OF BUYER 18

     

    Article
      VI TITLE MATTERS 19

     

    Article
      VII COVENANTS AND AGREEMENTS
      21

     

    Article
      VIII CLOSING 23

     

    Article
      IX INDEMNIFICATION
      26

     

    Article
      X
      ARBITRATION
      27

     

    Article
      XI MISCELLANEOUS
      28

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBITS

     

    Exhibit
      A
      Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit
      I
      Exhibit J Exhibit K Exhibit L Exhibit
      M

     

    - 

     

    Partnership
      Debt

    - Allocation
      of Consideration Among Sellers

    - CVR
      Wells

    - Properties

    - Excluded
      Assets

    - Form
      of
      Bill of Sale and Assignment

    - Form
      of
      Non-Foreign Affidavit

    - Form
      of
      Employment Agreement

    - Form
      of
      Lock-Up Agreement

    - Form
      of
      Registration Rights Agreement

    - Form
      of
      EBS Operating Purchase Agreement

    - Form
      of
      Settlement Statement

    - Approved
      Seller Reserve Engineers

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    SCHEDULES


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Schedule
      4.9 -
      Litigation

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXECUTION
      COPY

     

    PURCHASE
      AND SALE AGREEMENT

     

    This
      Purchase and Sale Agreement is entered into on November 20, 2005, to be
      effective as
      of
      October 1, 2005 (the "Effective
      Time") by
and
      among KELLY K. BUSTER, an individual whose
      address is 3131 Turtle Creek Blvd., Suite 1210, Dallas, Texas 75219 ("Buster"),
      JAMES I.
      STALEY, II, an individual whose address is 3131 Turtle Creek Blvd., Suite 1210,
      Dallas, Texas
      75219 ("Staley"), ENEXCO, INC., a Texas corporation (individually, "Enexco",
      and
      together
      with Buster and Staley, the "Class
      A Limited Partners"), the
      parties identified on the attached
      Appendix, (the "Class
      B Limited Partners", and
      together with Buster, Staley and Enexco,
      the "Limited
      Partners"), EBS
      OIL
      AND GAS PARTNERS PRODUCTION GP, LLC, a Texas
      limited liability company (individually, the "General
      Partner", and
      together with the Limited
      Partners and the Class B Limited Partners, the "Sellers"),
      and
      WESTSIDE ENERGY CORPORATION,
      a Nevada corporation ("Westside"
      or
      "Buyer").
      Sellers
      and Buyer may be referred to herein individually as a "Party"
      or
      collectively as the "Parties".

     

    RECITALS:

     

    WHEREAS,
      the Limited Partners are limited partners in EBS Oil and Gas Partners Production
      Company, L.P., a Texas limited partnership ("EBS"), and own, in the aggregate,
      100 percent
      of the outstanding Class A limited partnership interests (the "Class
      A Interests") and
      Class
      B
      limited partnership interests (the "Class
      B Interests") in
      EBS,
      together with all voting and
      other
      rights and obligations incident thereto.

     

    WHEREAS,
      Westside desires to purchase from the Limited Partners, and the Limited Partners
      desire to sell and transfer to Westside, all of the Limited Partners' rights,
      title, and interests in and to the Class A Interests and the Class B
      Interests;

     

    WHEREAS,
      the General Partner is the general partner of EBS, and owns 100 percent of
      the
      outstanding general partner interest, together with all voting and other rights
      and obligations incident thereto (the "GP
      Interest", and,
      together with the Class A Interests and the Class B Interests, the "Interests");

     

    WHEREAS,
      an entity to be formed by Westside as a wholly-owned subsidiary of Westside
      prior to the closing of the transactions contemplated hereunder ("Westside
      GP") desires
      to
      purchase from the General Partner, and the General Partner desires to sell
      and
      transfer to Westside
      GP, all of the General Partner's rights, title, and interests in and to the
      GP
      Interest; and

     

    WHEREAS,
      Westside, the Class A Limited Partners and the General Partner have signed
      this
      Agreement as of the date hereof, and the Class B Limited Partners have signed
      this Agreement
      on a subsequent date, but all Parties shall be treated as if this Agreement
      had
      been signed and executed by all Parties on the date hereof.

     

    NOW,
      THEREFORE, in
      consideration of the foregoing and of the agreements set forth below,
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby
      acknowledged, the parties agree as follows:

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    ARTICLE
      I

     

    DEFINITIONS

     

    1.1The
      following terms shall have the following meanings:

     

    "Additional
      Consideration" means
      the
      consideration to be paid to Seller pursuant to Section
      3.2.

     

    "Additional
      Consideration Offsets" shall
      mean the cumulative sum, without duplication,
      of (a) the value of any Title Defects discovered after Closing as determined
      in
accordance
      with Article VI, (b) the value of any Seller Indemnified Losses under this
      Agreement,
      (c) the value of any Seller Indemnified Losses under the EBS Operating Purchase
      Agreement, as such term is defined therein (d) any post-closing Purchase Price
      adjustments described
      in Section
      3.3(d); and
      (e)
      the amount of any Loss incurred by EBS after the Closing in connection
      with any of the matters set forth on Schedule
      4.9.

     

    "Additional
      Consideration Payment Date" shall
      have the meaning set forth in Section

    3.2(b).

     

    "Adjusted
      PDP Price" shall
      mean $3.00, increased by the percentage by which the Market
      Price exceeds the Base Price at the time of determination, or decreased by
      the
      percentage by
      which
      the Base Price exceeds the Market Price at the time of determination;
provided,
      however,
      that any difference between Base Price and Market Price of $2.00 or less shall
      be disregarded.

     

    "Adjusted
      PDP Price" shall
      mean $1.00, increased by the percentage by which the Market
      Price exceeds the Base Price at the time of determination, or decreased by
      the
      percentage by
      which
      the Base Price exceeds the Market Price at the time of determination;
provided,
      however,
      that any difference between Base Price and Market Price of $2.00 or less shall
      be disregarded.

     

    "Agreement"
      has
      the
      meaning set forth in the introductory paragraph and includes any amendments
      or
      modifications.

     

    "Aggregate
      Title Defect Value" shall
      have the meaning set forth in Section
      6.2(d).

     

    "Allocated
      Value" shall
      mean the dollar amount allocated to each Property as set forth in a schedule
      to
      be prepared by Buyer in its sole discretion prior to the Closing.

     

    "Base
      Price" shall
      mean $11.30 per MCF.

     

    "Bridge
      Credit Agreement" means
      the
      Credit Agreement, dated May 20, 2005, by and among
      EBS, as borrower, EBS Operating and the General Partner, as guarantors, Petro
      Capital II,
      LP,
      as administrative agent and a lender, and other lenders identified therein,
      as
      amended.

     

    "Buyer
      Group" means
      Buyer and its officers, directors, contractors, agents and employees.

    



    
      
        
          
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    "Buyer's
      Credits" shall
      have the meaning set forth in Section
      3.3(b). "Casualty
      Loss" shall
      have the meaning set forth in Section
      7.4(d). "Closing
      Date" shall
      have the meaning set forth in Section
      8.1. "COPAS"
      means
      the
      Council of Petroleum Accountants Societies.

    "Credit
      Agreement" means
      the
      Credit Agreement, dated February 1, 2005, by and among
      EBS, as borrower, EBS Operating and the General Partner, as guarantors, and
      Petro Capital
      II, LP, as lender, as amended.

     

    "CVR
      Costs" shall
      have the meaning set forth in Section
      3.2(g).

     

    "CVR
      Deficiency" shall
      have the meaning set forth in Section
      3.2(g).

     

    "CVR
      Promote Proceeds" shall
      have the meaning set forth in Section
      3.2(g). "CVR
      Surplus" shall
      have the meaning set forth in Section
      3.2(g).

    "CVR
      Wells" means
      the
      Wells identified on Exhibit
      C, provided, however,
      the Parties may
      amend
      such exhibit by mutual consent, not to be unreasonably withheld, in order to
      remove one
      CVR
      Well and replace such well with a new CVR Well.

     

    "Data
      and Records" shall
      have the meaning set forth in Section
      7.2.

     

    "Defect
      Value" shall
      mean with respect to each Title Defect, the reduction in the Allocated
      Value of the affected Properties as a result of such Title Defect.

     

    "EBS
      Credit Documents"
      means
      the
      Credit Agreement, the Bridge Credit Agreement, all
      Loan
      Documents, as such terms are defined in the Bridge Credit Agreement and the
      Credit Agreement,
      and the Intercreditor and Collateral Agency Agreement, dated May 20, 2005,
      between
      EBS and Petro Capital II, LP.

     

    "EBS
      Operating" shall
      mean EBS Oil and Gas Partners Operating Company, LP, a Texas
      limited partnership.

     

    "EBS
      Operating
      Purchase Agreement" shall
      mean that certain purchase and sale agreement
      between Buyer and the limited and general partners of EBS Operating for the
      purchase
      of all of the partnership interests of EBS Operating, substantially in the
      form
      set forth on
      Exhibit K.

     

    "EBS
      Partnership Agreement" means
      the
      Second Amended And Restated Agreement Of
      Limited Partnership of EBS Oil And Gas Partners Production Company, L.P., dated
      May 20, 2005,
      as
      amended.

     

    "Effective
      Time" shall
      mean 12:01 a.m. Central Time on October 1, 2005.

    



    
      
        
          
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    "Employment
      Agreements" shall
      mean those certain employment agreements between Westside
      and each of the Principals substantially in the form set forth on Exhibit
      F.

     

    "Environmental
      Claims" shall
      mean all liabilities, obligations, expenses, (including, without
      limitation, all attorneys' fees), fines, penalties, costs, claims, suits or
      damages (including natural resource damages) of any nature, including personal
      injury, diminution in property value, illness,
      disease, or wrongful death, associated with the Properties, whether arising
      before or after the
      Effective Time, and attributable or resulting from: (i) pollution or
      contamination of soil, surface water, groundwater or air, on the Properties
      and
      any other contamination of or adverse effect
      upon the environment, (ii) underground injection activities and waste disposal,
      (iii) clean-up
      responses, remedial, control or compliance costs, including the required cleanup
      or remediation
      of spills, pits, ponds or lagoons, including any subsurface or surface pollution
      caused
      by
      such spills, pits, ponds, or lagoons, (iv) noncompliance with applicable land
      use, permitting,
      surface disturbance, licensing or notification requirements, and (v) violation
      of any Environmental
      Law and/or any federal, state or local environmental land use law.

     

    "Environmental
      Laws" shall
      mean any and all laws, statutes, regulations, rules, orders, ordinances,
      permits, or determinations of any governmental authority pertaining to health
      or
      conservation or protection of the environment, wildlife, or natural resources
      in
      effect in any and all jurisdictions in which the Property is located otherwise
      having jurisdiction over the matter, including,
      without limitation, the Clean Air Act, as amended, the Federal Water Pollution
      Control
      Act, as amended, the Safe Drinking Water Act, as amended, the Comprehensive
      Environmental Response, Compensation and Liability Act ("CERCLA),
      as
      amended, the Superfund
      Amendments and Reauthorization Act of 1986 ("SARA"), as amended, the Resource
      Conservation
      and Recovery Act ("RCRA"), as amended, the Hazardous and Solid Waste
Amendments
      Acts of 1984, as amended, the Toxic Substances Control Act, as amended, and
      the
Occupational
      Safety and Health Act ("OSHA"), as amended. The terms "hazardous substance,"
      release," and "threatened release" shall have the meanings specified in CERCLA;
      provided,
      however, that
      to
      the extent the laws of the State of Texas have established a meaning for
"hazardous
      substance," "release," "threatened release," "solid waste," "hazardous waste,"
      and "disposal"
      that is broader than that specified in CERCLA or RCRA and SARA or OSHA, such
      broader meaning shall apply with respect to the matters covered by such
      laws.

     

    "Examination
      Period" shall
      have the meaning set forth in Section
      7.4(a). "Excluded
      Assets" shall
      mean the assets described on Exhibit
      E. "Financial
      Statements" shall
      have the meaning set forth in Section
      8.3(i).

    "Hazardous
      Material" shall
      mean any chemical, pollutant, contaminant, waste, toxic or hazardous
      substance or material, petroleum and petroleum products or by-products,
polychlorinated
      biphenyls, asbestos or asbestos-containing materials, lead or lead-based paints
      or materials,
      or radon.

     

    "Hydrocarbons"
      shall
      mean crude oil, natural gas, casinghead gas, condensate, sulphur, natural
      gas liquids, drip liquids and other liquid or gaseous hydrocarbons (including
      CO2), and

    



    
      
        
          
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    shall
      also refer to all other minerals of every kind and character which may be
      covered by or included
      in the Properties.

     

    "Indemnified
      Party" shall
      have the meaning set forth in Section
      9.3. "Indemnifying
      Party" shall
      have the meaning set forth in Section
      9.3. "Indemnity
      Claim Notice" shall
      have the meaning set forth in Section
      9.3. "Indemnity
      Notice Period" shall
      have the meaning set forth in Section
      9.3.

    "Inventory
      Hydrocarbons" shall
      mean all merchantable oil and condensate (for oil and liquids in storage tanks,
      being only that oil or liquids physically above the top of the inlet connection
      into such tanks) produced from or attributable to the Properties prior to the
      Effective Time which have not been sold by EBS and are in storage at the
      Effective Time.

     

    "Knowledge"
      or
      other
      similar language which qualifies a statement as to the knowledge of
      the
      Principal Parties, will mean that within the actual present knowledge of the
      Principals, after
      due
      inquiry of appropriate managerial level personnel, the specific statement so
      qualified is accurate
      for purposes of this definition.

     

    "Lease
      Bank Agreement" means
      the
      agreement entitled "Barnett Shale Project" (more commonly
      known as the "EBS-Westside Lease Bank Agreement"), dated April 13, 2005, as
      amended by letter agreement dated April 22, 2005.

     

    "Liens"
      shall
      have the meaning set forth in Section
      2.1.

     

    "Lock-Up
      Agreement" means
      the
      Lock-Up Agreement substantially in the form attached
      as Exhibit
      I.

     

    "Losses"
      means
      any
      liabilities, losses, claims, demands, causes of action, costs and expenses
      (including, but not limited to, court costs and reasonable attorneys' fees
      and
      other costs and
      expenses incident to proceedings or investigations respecting, or the
      prosecution or defense of a claim) of every kind and character.

     

    "Market
      Price" shall
      mean the NYMEX price per MCF for the 12-month natural gas futures
      strip on the applicable Reserve Determination Date.

     

    "Marketable
      Title" means,
      such title held by EBS that (a) entitles EBS to own, receive and retain, without
      suspension, reduction or termination, payment of revenues for not less than
      the
      net
      revenue interest shown on Exhibit
      D of
      all
      Hydrocarbons produced, saved and marketed from
      or
      attributable to the Properties or unit indicated through the plugging,
      abandonment and salvage of such Properties; (b) obligates EBS to bear the costs
      and expenses relating to the maintenance, development and operation of such
      Properties or unit(s) through the plugging. abandonment
      and salvage of such Properties in an amount not greater than the working
      interest of
      EBS
      set forth in Exhibit
      D (unless
      EBS's net revenue interest therein is proportionately increased); and (c) the
      Properties are free and clear of any liens, burdens or encumbrances of any
      kind
      or character except Permitted Encumbrances.

    



    
      
        
          
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    "MCF"
      shall mean one thousand cubic feet.

     

    



    
      
        
          
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    "MCFE"
      shall mean MCF natural gas equivalent. When determining MCFE, crude oil
shall
      be
      converted to natural gas on the basis of 1:6 (1 barrel of crude oil = 6 MCF
      of
      natural gas).

     

    "Net
      CVR
      Deficiency"
      shall
      have the meaning set forth in Section
      3.2(g). "NSAI"
      means Netherland Sewell & Associates, Inc.

    "Partnership
      Debt" means
      the
      debt described on Exhibit
      A.

     

    "Permitted
      Encumbrances" shall
      mean any of the following matters:

     

    (i) Materialman'
      s, mechanic's, repairman's, employee's, contractor's, operator's,
      tax, and other similar liens or charges arising in the ordinary course of
business
      for obligations that are not delinquent and that will be paid and discharged
      in
      the ordinary
      course of business or, if delinquent, that are being contested in good faith
      by
      appropriate action;

     

    (ii) any
      liens
      or security interests created by law or reserved with respect
      to the Properties for royalty, bonus, rental, or other payment
      obligations;

     

    (iii) to
      the
      extent any of the following do not materially diminish the value of, or impair
      the conduct of operations on, any of the Properties and do not impair
EBS's
      right to receive revenues attributable thereto: (a) any valid, subsisting and
      applicable
      laws, rules and orders of any governmental authority; (b) easements,
      rights-of-way,
      servitudes, permits, surface leases and other rights in respect of surface
      operations, pipelines,
      grazing, hunting, fishing, logging, canals, ditches, reservoirs or the like,
      and
      (c) easements
      for streets, alleys, highways, pipelines, telephone lines, power lines, railways
      and
      other
      similar rights-of-way, on, over or in respect to property owned or leased by
      EBS
      or
      over which EBS owns rights-of-way, easements, permits or licenses;

     

    (iv) all
      lessors' royalties, overriding royalties, net profits interests, carried
      interests, production payments, reversionary interests and other burdens on
      or
deductions
      from the proceeds of production if the net cumulative effect of such burdens
      or
      deductions does not reduce the net revenue interest of EBS in any Property
      affected thereby
      as reflected in Exhibit
      D or
      impair
      the right to receive revenues attributable thereto;

     

    (v)
      to
      the extent the same do not operate to reduce the net revenue interest,
      nor increase the expense interest (unless EBS's net revenue interest therein
      is
proportionately
      increased), of EBS as reflected in Exhibit
      D, nor
      impair the right of EBS to
      receive the revenues attributable thereto: unitization and pooling designations,
      declarations,
      orders and agreements; operating agreements; agreements of development;
area
      of
      mutual interest agreements; gas balancing or deferred production agreements;
      processing
      agreements; plant agreements; pipeline, gathering and transportation
agreements;
      injection, repressuring and recycling agreements; carbon dioxide purchase
      or

    



    
      
        
          
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    sale
      agreements; salt water or other disposal agreements; seismic or geophysical
      permits or
      agreements; and any and all other agreements which are ordinary and customary
      in
      the oil,
      gas,
      sulphur and other mineral exploration, development or extraction business,
      or in
the
      business of processing of gas and gas condensate production for the extraction
      of products
      therefrom;

     

    (vi) conventional
      rights of assignment normally actuated by an intent to abandon
      or release a lease and requiring notice to the holder of such
      rights;

     

    (vii) division
      orders and Hydrocarbon sales contracts and contracts for purchase,
      exchange, refining or processing of Hydrocarbons terminable without penalty
      upon
      no more than sixty (60) days notice to the purchaser;

     

    (viii) calls
      on
      or preferential rights to purchase production at prices not less
      than
      market prices, held by parties other than EBS, Sellers or their
      affiliates;

     

    (ix) preferential
      rights to purchase and required third party consents to assignments
      and similar agreements with respect to which waivers or consents are obtained
      from the appropriate parties, or the appropriate time period for asserting
      the
rights
      has expired without an exercise of the rights prior to the Closing
      Date;

     

    (x) all
      rights to consent by, required notices to, filings with, or other actions by
      governmental entities and tribal authorities in connection with the sale or
      conveyance
      of oil and gas leases or interests if they are customarily obtained subsequent
      to
      the
      sale or conveyance;

     

    (xi) defects
      or irregularities of title arising out of events or transactions which
      have been barred by limitations;

     

    (xii) all
      other
      defects, and irregularities of title affecting the Properties, which
      individually or in the aggregate: (a) are not such as to interfere with the
      operation, value or use of the Properties (or portion thereof) affected thereby;
      (b) do not presently delay the receipt or prevent EBS from receiving its share
      of the proceeds of production from
      any
      of the Properties; (c) do not presently reduce the interest of EBS with respect
      to all
      oil
      and gas produced from any Property below the NRI set forth in Exhibit
      D for
      such
Property;
      and (d) do not presently increase EBS's portion of the costs and expenses
      relating to the operations on and the maintenance and development of the lands
      and depths
      included in any Property above the working interest set forth in Exhibit
      D for
      such
Property;

     

    (xiii) liens
      and
      encumbrances securing the Partnership Debt;

     

    (xiv) encumbrances
      created by or under any operating agreements

     

    governing
      any of the Properties; and

     

    (xv) any
      encumbrance or other matter (whether or not constituting a Title
      Defect) waived in writing by Buyer or deemed to be waived in writing by Buyer
      under Article
      VI.

    



    
      
        
          
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    "Person"
      means
      an
      individual, corporation, partnership, limited liability company, joint venture,
      trust or unincorporated organization, joint stock company or other similar
      organization, government
      or any political subdivision thereof, a court, or any other legal entity,
      whether acting in an individual, fiduciary or other capacity.

     

    "Post
      Closing Settlement Statement" shall
      have the meaning set forth in Section
      3.3(d). "Principal
      Parties" shall
      mean the General Partner and the Class A Limited Partners. "Principals"
      shall
      mean Buster, Staley, C. Noe11 Rather and Ralph E. Rather. "Properties"
      means
      the
      properties described on Exhibit
      D.

    "Proved
      Reserves" has
      the
      meaning given that term in the definitions promulgated by the
      Society of Petroleum Evaluation Engineers and the World Petroleum Congress
      as in
      effect at the
      time
      in question; "Proved
      Developed Producing Reserves" or
      "PDP
      Reserves" means
      Proved Reserves
      which are categorized as both "Developed" and "Producing" in such definitions;
      "Proved
      Developed Non-Producing Reserves" or
      "PDNP
      Reserves" means
      Proved Reserves which
      are
      categorized as both "Developed" and "Non-Producing" in such definitions; and
      "Proved
      Undeveloped Reserves" or
      "PUD
      Reserves" means
      Proved Reserves which are categorized
      as "Undeveloped" in such definitions; provided,
      however, that
      all
      such terms shall be applied
      in a manner that is consistent with all SEC rules and regulations governing
      the
      use of such
      terms.

     

    "Purchase
      Price" shall
      have the meaning set forth in Article
      3.1.

     

    "Registration
      Rights Agreement" means
      the
      Registration Rights Agreement substantially
      in the form attached as Exhibit
      J.

     

    "Release"
      shall
      mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, migration or disposing into the indoor
      or outdoor
      environment (including ambient air, surface water, groundwater and surface
      or
subsurface
      strata) or into or out of any property, including the movement of Hazardous
      Materials through
      or in the air, soil, surface water, groundwater or property.

     

    "Reserve
      Determination Date" shall
      mean respectively, (a) December 31, 2005, (b) March 31, 2006 and (c) June 30,
      2006.

     

    "Reserve
      Report" shall
      mean an engineering reserve report relating to the CVR Wells prepared by Sellers
      and Buyer pursuant to Section
      3.2(c).

     

    "Reserve
      Report Delivery Date" shall
      mean the date on which Westside receives a Reserve
      Report from Sellers relating to a Reserve Determination Date, provided, however,
      that such
      date
      shall be no later than sixty (60) days after such Reserve Determination
      Date.

     

    "SEC"
      shall
      mean the United States Securities and Exchange Commission. "Seller
      Indemnified Loss" shall
      have the meaning set forth in Section
      9.2.

    



    
      
        
          
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    "Sellers'
      Credits" shall
      have the meaning set forth in Section
      3.3(a). "Settlement
      Statement" shall
      have the meaning set forth in Section
      3.3(c).

    "Taxes"
      shall mean all taxes, duties, fees, assessments, and other charges of any kind
      whatsoever imposed by any governmental authority, together with all interest,
      penalties, fines, additions
      to tax or other additional amounts imposed in respect thereof, including those
      levied on,
      or
      measured by, or referred to as income, gross receipts, profits, ad
      valorem, production,
      severance, capital, transfer, recordation, real estate conveyance, documentary,
      filing, sales, use, value-added, excise, stamp, withholding, business,
      franchise, property, employer health, payroll and social security
      taxes.

     

    "Tax
      Returns" shall
      mean all returns, reports, declarations, elections, notices, filings,
      information returns, claims for refund and statements filed or required to
      be
      filed in respect of Taxes, including any amendments or attachments
      thereto

     

    "Title
      Defect" shall
      have the meaning set forth in Section
      6.1. "Westside
      GP" shall
      have the meaning set forth in the Recitals.

    "WHT
      Stock" shall
      mean shares of fully paid and non-assessable common stock of

    Buyer.

     

    1.2Other
      Capitalized Terms. Capitalized
      terms not otherwise defined in Section

     

    1.1
      shall
      have the meanings assigned to them elsewhere in this Agreement.

     

     1.3
      Amendment
      of Defined Instruments. Unless
      the context otherwise requires or unless
      otherwise provided herein, the terms defined in this Agreement which refer
      to a
      particular agreement,
      instrument or document also refer to and include all renewals, extensions,
      modifications, amendments and restatements of such agreement, instrument or
      document.

     

     1.4
      References
      and Titles. All
      references in this Agreement to exhibits, schedules, articles,
      sections, subsections and other subdivisions refer to the exhibits, schedules,
      articles, sections,
      subsections and other subdivisions of this Agreement unless expressly provided
      otherwise. Titles appearing at the beginning of any subdivisions are for
      convenience only, do not
      constitute any part of those subdivisions and will be disregarded in construing
      the language contained
      in those subdivisions. The words "this Agreement," "this instrument," "herein,"
      "hereof,"
      "hereby," "hereunder" and words of similar import refer to this Agreement as
      a
      whole and not to any particular subdivision unless expressly so limited. The
      phrases "this section" and "this
      subsection" and similar phrases refer only to the sections or subsections of
      this Agreement in
      which
      those phrases occur. The word "or" is not exclusive; the word "including" (in
      its various
      forms) means "including without limitation." Pronouns in masculine, feminine
      and
neuter
      genders shall be construed to include any other gender, and words in the
      singular form shall
      be
      construed to include the plural and vice versa, unless the context otherwise
      requires. The word "will" shall be construed to have the same meaning and effect
      as the word "shall." Unless
      the context requires otherwise (a) any reference herein to any law shall be
      construed as referring to such law as amended, modified, codified or reenacted,
      in whole or in part, and in effect from time to time, (b) any reference herein
      to any Person shall be construed to include

    



    
      
        
          
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    such
      Person's successors and assigns (subject to the restrictions contained herein),
      (c) with respect
      to the determination of any time period, the word "from" means "from and
      including" and
      the
      word "to" means "to and including." No provision of this Agreement shall be
      interpreted or construed against any Person solely because such Person or its
      legal representative drafted such
      provision.

     

    ARTICLE
      II

     

    PURCHASE
      AND SALE

     

     2.1
      Purchase
      and Sale of Class A Interests. The
      Class
      A Limited Partners agree to sell,
      convey, assign, transfer and deliver to Westside, and Westside agrees to
      purchase from the Class
      A
      Limited Partners, the Class A Interests, free and clear of any lien, charge,
      encumbrance, right
      of
      first refusal, security interests, mortgages, pledges, proxies, voting trusts
      and agreements, obligations,
      understandings or arrangements, restrictions on title or transfer, option or
      other claim
      (collectively, "Liens"),
      in
      exchange for the consideration paid in the manner described in Article
      III of
      this
      Agreement.

     

     2.2
      Purchase
      and Sale of Class B Interests. The
      Class
      B Limited Partners agree to sell,
      convey, assign, transfer and deliver to Westside, and Westside agrees to
      purchase from the Class
      B
      Limited Partners, the Class B Interests, free and clear of all Liens, in
      exchange for the consideration
      paid in the manner described in Article
      III of
      this
      Agreement.

     

     2.3
      Purchase
      and Sale of GP Interests. The
      General Partner agrees to sell, convey, assign,
      transfer and deliver to Westside GP, and Westside GP agrees to purchase from
      the
General
      Partner, the GP Interest, free and clear of all Liens, in exchange for the
      consideration paid
      in
      the manner described in Article
      III of
      this
      Agreement.

     

    2.4Excluded
      Assets. The
      properties described on Exhibit E shall be retained by

     

    Sellers
      and shall not be transferred to Buyer as property of EBS.

     

    ARTICLE
      III

     

    PURCHASE
      PRICE AND PAYMENT

     

     3.1
      Purchase
      Price. Subject
      to adjustment as set forth below, the aggregate purchase price
      paid by the Buyer to the Sellers for the Interests shall be Nine Million Eight
      Hundred Four Thousand
      Eight Hundred Thirty-Nine Dollars ($9,804,839) less the sum of (a) Partnership
      Debt and
      (b)
      adjustments in accordance with Section
      3.3 (the
      "Purchase
      Price"). The
      Buyer
      shall pay the Purchase Price at Closing in cash, by wire transfer as directed
      by
      the Sellers, and such Purchase Price shall be allocated among the Sellers in
      the
      manner set forth on Exhibit
      B.

     

    3.2Additional
      Consideration.

     

    (a)
      Following each Reserve Determination Date, Buyer shall have prepared
and
      delivered to Sellers and Sellers shall have prepared and delivered to Buyer
      a
      Reserve Report setting
      forth the PDP Reserves and Proved Reserves in each CVR Well that is producing
      as
      of the
      Reserve Determination Date. In addition to the Purchase Price, Buyer shall
      pay
      to Sellers additional consideration for the CVR Wells ("Additional
      Consideration"), which
      additional

    



    
      
        
          
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    consideration
      shall be calculated, with respect to any Reserve Determination Date, in the
      following
      manner:

     

    (i) First,
      a
      value
      shall be determined for each CVR Well based upon

     

    the
      following formula:

     

    ((AxB)+(CxD))xB
      where

     

    A
      = the
      sum of (i) the MCFE of PDP Reserves for the CVR Well in the Reserve
      Report, and (ii) the MCFE of all production from the CVR Well since the
      Effective Time.

     

    B $3.00
      or,
      if Section
      3.2(d) applies,
      the Adjusted PDP Price.

     

    C
      = the
      MCFE
      of all Proved Reserves, other than PDP Reserves, for the CVR

     

    Well
      in
      the Reserve Report.

     

    D
      = $3.00
      or,
      if Section
      3.2(d) applies,
      the Adjusted Proved Price.

     

    E= The
      lesser of (i) .35 or (ii) the working interest, expressed as a
      percentage,

     

    retained
      by EBS in the CVR Well.

     

    (ii)
      Second,
      the
      aggregate value of all CVR Wells shall be determined by
      adding
      together all of the individual values for each CVR Well determined in
Section
      3
      .2(a)(i).

     

    (iii) Third,
      the
      cumulative Additional Consideration Offsets shall be subtracted from the value
      obtained in Section
      3.2(a)(ii); provided, however,
      that the calculations set forth in this Section
      3.2(a) shall
      be
      made in a manner such that the entire amount
      of
      deductions for Additional Consideration Offsets shall be applied solely against
      the
      Additional Consideration payments allocable to the Class A Limited Partners,
      in
accordance
      with their relative percentage ownership percentages as set forth in
Exhibit
      B, and
      payments of Additional Consideration to the Class B Limited Partners shall
      not
      be affected by Additional Consideration Offsets.

     

    (iv) Fourth,
      the
      cumulative value of Additional Consideration previously
      paid to Sellers shall be subtracted from the value obtained in Section
      3
      .2
      (a)(iii).

     

    (b)
      In
      determining the volumes of MCFE to be used in calculating the Additional
      Consideration, the average of the Proved Reserves and PDP Reserves in the
      Reserve Report
      prepared by the reserve engineer of each Party shall be utilized, provided
      that
      in no event shall
      the
      average ever exceed 125% of the Proved Reserves or PDP Reserves stated in the
      Reserve
      Report prepared by Buyer's reserve engineer. Unless otherwise approved by the
      other Party,
      Buyer shall use NSAI as their reserve engineer and Sellers shall utilize one
      of
      the reserve

    



    
      
        
          
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    engineering
      firms set forth on Exhibit
      M. All
      Reserve Reports shall be prepared in good faith utilizing reporting standards
      mandated by the SEC and each Party shall be responsible for the costs and
      expenses associated with the preparation of the Reserve Reports by their
      respective reserve
      engineers. In the event a Party fails to deliver a Reserve Report in a timely
      manner, such Reserve
      Report shall be disregarded, and the MCFE volumes in the other Party's Reserve
      Report shall
      be
      applied for purposes of this Section
      3.2.

     

    (c) The
      Additional Consideration, if any, shall be allocated among Sellers in
the
      manner set forth on Exhibit
      B (subject
      to necessary adjustments among the Sellers pursuant to Section 3.2(a)(iii)),
      and
      shall be paid to Sellers (i) within thirty (30) days following the applicable
      Reserve Report Delivery Date for any Additional Consideration paid in the form
      of WHT
      Stock
      and (ii) within ten (10) days following the applicable Reserve Report Delivery
      Date for
      any
      Additional Consideration paid in cash (in each case, referred to as an
"Additional
      Consideration Payment Date"). In
      no
      event will Buyer be required to make any payments of Additional Consideration
      prior to the Closing.

     

    (d) In
      the
      event EBS has commenced drilling of CVR Wells on or before the final
      Reserve Determination Date but it is not reasonably possible to complete a
      Reserve Report prior
      to
      the applicable Reserve Report Delivery Date, an additional Reserve Determination
      Date of
      not
      later than August 31, 2006, shall be permitted upon written request of the
      Sellers, provided,
      however,
      (i) such additional Reserve Determination Date shall be permitted only with
      respect
      to CVR Wells for which EBS has commenced drilling on or before June 30, 2006,
      and for
      which
      no Reserve Report has been delivered on or before the final Reserve Report
      Delivery Date,
      and
      (ii) any payments of Additional Consideration relating to such Reserve
      Determination Date
      shall be computed using the Adjusted PDP Price or the Adjusted Proved Price,
      as
      the case may
      be.

     

    (e)
      The
      Additional Consideration following the first two Reserve Determination
      Dates shall be comprised of sixty percent (60%) WHT Stock and forty percent
      (40%)
      cash; and after the final Reserve Determination Date, the Additional
      Consideration shall be
      comprised of a combination of WHT Stock and cash such that the total
      consideration paid to Sellers
      under this Agreement, including the Purchase Price and all Additional
      Consideration payments, shall be comprised of fifty percent (50%) WHT Stock
      and
      fifty percent (50%) cash; provided,
      however,
      Buyer may, in its sole discretion and based upon its own forecasts, adjust
      the
      ratio of WHT Stock to cash paid as Additional Consideration after any Reserve
      Determination Date as necessary to achieve a final composition of fifty percent
      (50%) WHT Stock and fifty percent (50%) cash for the total consideration paid
      to
      Seller under this Agreement.

     

    The
      number of shares of WHT Stock to be issued as Additional Consideration shall
      be
      calculated as follows:

     

    S=
      VIP

     

    where

     

    S
      =
      number of shares of WHT Stock

    



    
      
        
          
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    value
      of
      Additional Consideration to be comprised of WHT Stock

     

     

    P
      =  the
      average of the Closing Price of WHT Stock for the twenty (20)

     

    trading
      days following the applicable Reserve Determination Date

     

    (f) After
      the
      Closing, neither EBS nor Buyer shall have any obligation whatsoever to finance
      or otherwise contribute to the development of CVR Wells other than through
      the
      sale by EBS, through the Principals' marketing efforts, of interests in CVR
      Wells. Buyer
      shall have the option, but shall have no obligation, to fund CVR Wells subject
      to the Lease
      Bank Agreement in the manner set forth in the Lease Bank Agreement. In addition,
      Buyer shall
      have the option, but shall have no obligation, to fund twenty-five percent
      (25%)
      of CVR Wells
      not
      subject to the Lease Bank Agreement on standard partnership terms. Neither
      EBS
      nor Buyer
      shall be subject to any liability to Sellers on the basis of EBS's or Buyer's
      refusal to provide
      financing or any other support relating to the development of CVR
      Wells.

     

    (g) The
      Sellers acknowledge that from and after the Effective Time, the Principals
      shall bear sole responsibility, subject to Buyer's participation options set
      forth above, for
      securing financing for and developing, on behalf of EBS, all of the CVR Wells
      through the sale
      of
      interests in the CVR Wells to third parties. It is the Parties' intention that
      the proceeds of EBS's
      sales, through the Principals' sales efforts, of interests in CVR Wells will
      be
      sufficient to cover EBS's share of all drilling and completion costs in the
      CVR
      Wells. For each CVR Well, Westside
      will maintain a ledger comparing (i) the proceeds EBS has received, from and
      after the Effective
      Date, from the sale of interests in such CVR Well (the "CVR
      Promote Proceeds") with
      (ii)
      the
      drilling and completion costs actually paid by EBS from and after the Effective
      Date in respect of EBS's retained interest in such CVR Well (the "CVR
      Costs"), which,
      for each CVR Well,
      shall result in either an excess of CVR Promote Proceeds over CVR Costs (a
      "CVR
      Surplus")
      or
      an
      excess of CVR Costs over CVR Promote Proceeds (a "CVR
      Deficiency"). In
      the
event
      of
      a CVR Deficiency for any CVR Well, the Class A Limited Partners shall pay to
      EBS
      an amount
      equal to such CVR Deficiency, reduced by the cumulative amount of any CVR
Surpluses,
      to the extent not previously taken into account for purposes of this sentence,
      on CVR Wells
      previously completed (the "Net
      CVR Deficiency"). If
      the
      Class A Limited Partners should
      fail to pay EBS the full amount of any Net CVR Deficiency, the CVR Well in
      question will no longer constitute a CVR Well for all purposes of this
Section
      3.2.

     

    33Purchase
      Price Adiustments/Post-Closing Settlement. The
      Purchase Price

     

    shall
      be
      adjusted as follows:

    (a)The
      Purchase Price shall be adjusted upward by the following ("Sellers'
      Credits"):

     

    (1)
      the
      value of (i) all Inventory Hydrocarbons, such value to be based upon
      the
      prevailing market value for crude oil in effect as of the Effective Time
      adjusted for grade
      and
      gravity, less taxes and transportation fees deducted by the purchaser of such
      oil, such oil
      to be
      measured at the Effective Time by the operators of the Properties; and (ii)
      the
      value of all
      of
      EBS's unsold inventory of gas plant products, if any, attributable to the Leases
      at the Effective
      Time valued in the same manner as if such products had been sold;
      and

    



    
      
        
          
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    (2)
      the
      amount of any ad valorem, property, production, severance and similar
      taxes and assessments on the Properties paid by EBS after the Effective Time
      (but prior to
      the
      Closing) and attributable to the ownership of the Properties during the period
      after the Effective Time or attributable to production that occurs after the
      Effective Time.

     

    (b) The
      Purchase Price shall be adjusted downward by the following

     

    ("Buyer's
      Credits"):

     

    (1) the
      total
      sales value of all Hydrocarbons sold by EBS after the Effective
      Time, all of which are attributable to the Properties, and any other monies
      collected by EBS
      with
      respect to the ownership or operation of the Properties after the Effective
      Time, to the extent such monies are distributed or otherwise transferred by
      EBS
      to the Sellers prior to the Closing;

     

    (2) the
      amount of any ad valorem, property, production, severance and similar
      taxes and assessments on the Properties paid by EBS after the Effective Time
      and
      attributable to the ownership of the Properties during the period prior to
      the
      Effective Time or attributable to production that occurs prior to the Effective
      Time;

     

    (3)
      the
      amount of any net working capital deficit, as shown on the Financial
      Statements, excluding (A) all amounts with related parties, and (B) purchase
      price adjustment amounts taken into account in other paragraphs of this
Section
      3.2(b); and

     

    (4) the
      Allocated Value of any Casualty Loss affecting any of the

     

    Properties
      or any portion thereof.

     

    (c)
      Sellers shall prepare and deliver to Buyer, at least fifteen (15) days prior
      to
      Closing, Sellers' estimate of the adjusted Purchase Price to be paid at Closing,
      together with a preliminary statement setting forth Sellers' estimate of the
      amount of each adjustment to the Purchase Price to be made pursuant to this
      Section
      3.3. On
      or
      before Closing, Sellers and Buyer shall
      mutually prepare and agree to a closing statement substantially in the form
      set
      forth on Exhibit
      L
      evidencing the amount actually wire transferred and all adjustments to the
      Purchase Price
      taken into account at Closing, including all of the Buyer's and Sellers' Credits
      set forth in this
      Section
      3.3 (the
      "Settlement
      Statement"). The
      Settlement Statement shall be applied in determining the Purchase Price to
      be
      paid to Sellers at Closing.

     

    (d)
      Within 120 days after Closing, Buyer shall provide to Sellers, for Sellers'
      concurrence, an accounting (the "Post
      Closing Settlement Statement") of
      the
      actual amounts of Sellers'
      and Buyer's Credits for the adjustments set out in this Section 3.3. Within
      thirty (30) days
      after receipt of such statement from Buyer, Sellers shall deliver to Buyer
      a
      written report containing all of Sellers' proposed changes to such statement
      with explanations therefor, it being agreed
      that Sellers' failure to deliver such report to Buyer within such time period
      shall constitute
      acceptance by Sellers of Buyer's statement (unless failure is a result of
      Buyer's failure to
      provide necessary information or data to Sellers in a timely manner). Except
      for
      the changes raised by Sellers in their written report, no additional changes
      to
      the statement provided by Buyer shall
      be
      considered by the Parties. If Sellers have timely delivered such written report,
      the Parties shall
      then undertake to agree on the items in dispute and the adjusted Purchase Price
      no later than

    



    
      
        
          
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    thirty
      (30) days after the receipt by Buyer of the Post Closing Settlement Statement.
      The Parties shall
      attempt to resolve any disagreements on
      a
      best
      efforts basis. In
      the
      event
      such disagreements
      cannot be resolved, the matter shall be submitted to arbitration by either
      Party
      pursuant to the arbitration provisions of this Agreement. The difference between
      the final determination
      of the Purchase Price set forth on the final Post Closing Settlement Statement
      and that
      set
      forth on the Settlement Statement shall be added to or subtracted from, as
      the
      case may be,
      Additional Consideration payments following the date of such final
      determination. Buyer will
      prepare any information reasonably requested by Sellers in order for Sellers
      to
      prepare such statement
      or verify Buyer's written report. Notwithstanding any provision in this
      Agreement to the contrary, any Party may, at its own cost and expense, engage
      third party consultants for the purpose of preparing and reviewing the Post
      Closing Settlement Statement and determining the final Purchase Price
      adjustments under this Article
      III.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      OF SELLERS

     

    The
      Principal Parties hereby make to Buyer the representations and warranties set
      forth in Section
      4.1 to
      Section
      4.21, inclusive.

     

    4.1Interest
      Ownership.

     

    (a) The
      Class
      A Limited Partners are the record and beneficial owners of all of
      the
      authorized, issued and outstanding Class A Interests. The Class A Limited
      Partners do not own
      any
      other interests in
      or
      issued
      by, or other obligations of EBS.

     

    (b) The
      General Partner is the record and beneficial owner of all of the authorized,
      issued and outstanding GP
      Interests.
      The General Partner does not own any other interests in or issued by, or other
      obligations of, EBS.

     

    4.2Existence.

     

    (a) Enexco
      is
      a Texas corporation, validly existing and in good standing under the
      laws
      of the state of its formation. Enexco has all requisite power and authority
      to
      execute and
      deliver this Agreement and to consummate the transactions contemplated
      hereunder, and has taken
      all
      necessary corporate or other action to authorize the execution, delivery and
      performance
      of this Agreement.

     

    (b) The
      Class
      A Limited Partners have all requisite power and authority to execute
      and deliver this Agreement and to consummate the transactions contemplated
      hereunder, and
      have
      taken all necessary corporate or other action to authorize the execution,
      delivery and performance
      of this Agreement.

     

    (c)
      The
      General Partner is a Texas limited liability company, validly existing
and
      in
      good standing under the laws of the state of its formation. The General Partner
      has all requisite power and authority to execute and deliver this Agreement
      and
      to consummate the transactions contemplated hereunder, and has taken all
      necessary corporate or other action to authorize the execution, delivery and
      performance of this Agreement.

    



    
      
        
          
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     4.3
      Binding
      Effect. This
      Agreement has been duly executed and delivered on the Principal Parties' behalf,
      and at the Closing all documents and instruments required hereunder will
      have
      been duly executed and delivered. This Agreement, and all such documents and
      instruments related thereto shall constitute legal, valid, and binding
      obligations enforceable in accordance with their respective terms, except to
      the
      extent enforceability may be affected by bankruptcy, reorganization, insolvency,
      or similar laws affecting creditors' rights generally.

     

     4.4
      Capitalization.
      As
      of the
      date hereof, (i) EBS has no equity interests issued and outstanding
      other than the Interests, (ii) no equity interests in EBS are owned by any
      Person other
      than Sellers, and (iii) there are no existing options, warrants, calls,
      pre-emptive rights, subscriptions
      or other rights, agreements, arrangements or commitments of any character,
      relating
      to any issued or unissued interests in EBS, obligating EBS to issue, transfer
      or
      sell or cause
      to
      be issued, transferred or sold any interests in EBS or any securities
      convertible into or exchangeable
      for such interests.

     

     4.5
      Brokers.
      No
      Principal Party has incurred any liability, contingent or otherwise,
for
      broker's or finder's fees in respect of this transaction, for which Buyer shall
      have any responsibility
      whatsoever.

     

    4.6Foreign
      Person. No
      Principal Party is a "foreign person" within the meaning of

     

    the
      Internal Revenue Code of 1986, as amended (the "Code"), Section 1445 and
      7701.

     

     4.7
      Conflicts.
      Execution,
      delivery, and performance of this Agreement by the Principal
      Parties does not and will not conflict with or violate any agreement governing
      EBS's or any Principal Party's business or affairs, or any agreements or
      instruments to which any of them may
      be a
      party or by which any of them are bound, or any law, administrative regulation
      or rule or
      court
      order, judgment, or decree applicable to EBS or any Principal
      Party.

     

    4.8Bankruptcy.There
      are
      no bankruptcy, reorganization, or arrangement

     

    proceedings
      pending, being contemplated by, or threatened against EBS or any Principal
      Party.

     

     4.9
      Litigation.
      Except
      as
      set forth on Schedule
      4.9, there
      is
      no claim, dispute, suit, action,
      investigation or other proceeding pending before any court or governmental
      agency or threatened
      against EBS which might diminish the value of or impede the business of EBS,
      or
which
      challenges or pertains to the execution and delivery of this Agreement or the
      consummation
      of the transactions contemplated hereby.

     

     4.10
      Preferential
      Rights. There
      are
      no preferential rights of purchase or consents to assign
      in
      favor of third parties with respect to any of the Properties and no consents
      to
      transfers thereof are required as a result of the transactions contemplated
      under this Agreement.

     

     4.11
      Marketable
      Title. EBS
      has
      Marketable Title to the Properties and the Principal Parties warrant Marketable
      Title to the Properties by, through, and under EBS. Any discrepancy in
      EBS's
      title in the Properties from that described on Exhibit
      D shall
      be
      subject to the provisions of
      Article
      VI.

    



    
      
        
          
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    4.12
      Environmental

     

     

    (a) EBS
      is in
      compliance with all Environmental Laws, which compliance includes (i) the
      possession of all permits required under applicable Environmental Laws and
      compliance
      with the terms and conditions thereof and (ii) public or employee health and
      safety requirements
      or notifications under any Environmental Laws. EBS has not received any
communication,
      whether from a governmental authority, citizens group, employee or otherwise,
      that
      alleges that EBS or the Properties are not in such compliance with Environmental
      Laws, and there
      are
      no circumstances that could reasonably be expected to prevent or interfere
      with
      compliance in the future.

     

    (b) There
      is
      no (i) Environmental Claim pending or, to the Principal Parties' Knowledge,
      threatened against EBS or relating to the Properties, or (ii) investigation,
      inspection or citation pending against EBS under any Environmental
      Law.

     

    (c)
      There
      neither is nor has been any Release of any Hazardous Materials that,
to
      the
      Principal Parties' Knowledge, could reasonably be expected to form the basis
      of
      any Environmental Claim against EBS or relating to the Properties.

     

    4.13
      Compliance
      with Laws and Agreements. To
      Sellers' Knowledge, EBS is in compliance
      with all permits, contracts and agreements relating to the Properties, and
      with
      all laws, rules and regulations of all federal, state and local governmental
      authorities having jurisdiction
      over EBS or the Properties.

     

    4.14
      Taxes. All
      Tax
      Returns required to be filed by EBS on or prior to the Closing have
      been
      filed and are true, correct and complete, and all Taxes due or claimed to be
      due
      pursuant thereto have been or will be paid prior to the Closing.

     

    4.15
      Contracts,
      Commitments. Other
      than in connection with the EBS Credit Documents,
      EBS is not required to pay or incur costs in excess of $5,000 pursuant to any
      contracts
      or commitments.

     

    4.16
      Financial
      Statements. The
      Financial Statements have been prepared in accordance
      with EBS's applicable policies and procedures, which are in accordance with
      applicable
      statutory requirements and GAAP; and the Financial Statements are true, correct
      and complete
      in all material respects.

     

    4.17
      No
      Undisclosed Liabilities. Other
      than any liabilities associated with the Bridge Credit
      Agreement and the Credit Agreement, and except as otherwise disclosed in the
      Schedules, EBS
      has
      no liabilities or obligations of any kind whatsoever, whether known or unknown,
      matured
      or unmatured, fixed or contingent, secured or unsecured, accrued, absolute,
      determined, determinable
      or otherwise.

     

    4.18
      No
      Liability for Employees. As
      of the
      Closing, EBS will have no liability whatsoever
      for any employee benefits, pension, severance or similar plans, workers'
compensation,
      or similar liabilities.

    



    
      
        
          
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    4.19
      Organization
      of EBS. EBS
      (a)
      is a limited partnership duly organized, validly existing
      and in good standing under the laws of Texas; (b) has full corporate power
      and
      authority to
      carry
      on its business as it is now being conducted and to own the properties and
      assets it now owns;
      and
      (c) is duly qualified or licensed to do business as a foreign corporation in
      good standing
      in every jurisdiction in which such qualification is required. The Sellers
      have
heretofore
      delivered to Buyer complete and correct copies of the organizational documents
      of EBS as presently in effect.

     

    4.20
      Properties.
      Exhibit
      D contains
      a true, correct and complete list of all of EBS's ownership
      interests in oil and gas leases, wells, gathering systems and related assets.
      As
      of the Closing, none of the Principal Parties or Principals hold title or direct
      ownership in any of the Properties, and none of the Principals have title or
      direct ownership in any oil and gas leases or wells in the Barnett Shale area
      which were purchased with funds from EBS.

     

    4.21
      Cash
      Distributions/Salaries, Since
      the
      Effective Date, (i) no Principal Party has received any distribution of cash
      or
      property from EBS, and (ii) no Principal Party has received any payment of
      salary, wages or other form of compensation from EBS.

     

    4.22
      Limited
      Representations and Warranties of the Class B Limited Partners.
Notwithstanding
      any provision in this Agreement to the contrary, no Class B Limited Partner
      shall
      be
      considered to have made any representation or warranty to Buyer on any subject,
      except as
      provided in this Section
      4.22. The
      Class
      B Limited Partners represent and warrant to Buyer as follows:

     

    (a) The
      Class
      B Limited Partners are the record and beneficial owners of all of
      the
      authorized, issued and outstanding Class B Interests. The Class B Limited
      Partners do not own
      any
      other partnership interests in EBS.

     

    (b) The
      Class
      B Limited Partners are individuals or entities validly existing and in good
      standing under the laws of the their states of formation. The Class B Limited
      Partners
      have all requisite power and authority to execute and deliver this Agreement
      and
      to consummate the transactions contemplated hereunder, and have taken all
      necessary corporate or other action to authorize the execution, delivery and
      performance of this Agreement.

     

    (c)
      This
      Agreement has been duly executed and delivered on the Class B Limited
      Partners' behalf, and at the Closing all documents and instruments required
      hereunder will have been duly executed and delivered. This Agreement, and all
      such documents and instruments related thereto shall constitute legal, valid,
      and binding obligations of the Class B Limited Partners, enforceable in
      accordance with their respective terms, except to the extent enforceability
      may
      be affected by bankruptcy, reorganization, insolvency, or similar laws affecting
      creditors' rights generally.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      OF BUYER

     

    Buyer
      represents and warrants to Sellers as follows:

    



    
      
        
          
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    5.1Existence.
      Westside
      is a corporation duly organized, validly existing, and in

     

    good
      standing under the laws of the state of its formation.

     

     5.2
      Authorization.
      Buyer
      has
      all authority necessary to enter into this Agreement and
      to
      perform all obligations hereunder. This Agreement has been duly executed and
      delivered on
      Buyer's behalf, and at the Closing all documents and instruments required
      hereunder will have
      been
      duly executed and delivered. This Agreement, and all such documents and
      instruments related
      thereto shall constitute legal, valid, and binding obligations enforceable
      in
      accordance with
      their respective terms, except to the extent enforceability may be affected
      by
      bankruptcy, reorganization,
      insolvency, or similar laws affecting creditors' rights generally.

     

     5.3
      Power. Subject
      to rights to consents by, required notices to, and filings with or actions
      by other governmental entities, Buyer's execution, delivery, and performance
      of
      this Agreement and the transactions contemplated hereby will not: (i) violate
      or
      conflict with any provision
      of their documents of formation or other governing documents; (ii) result in
      the
      breach of any term or condition of, or constitute a default or cause the
      acceleration of any obligation under any agreement or instrument to which either
      of them is a party or by which either is bound; or
      (iii)
      violate or conflict with any applicable judgment, decree, order, permit, law,
      rule or regulation.

     

     5.4
      Brokers.
      Buyer
      has
      incurred no liability, contingent or otherwise, for broker's or finder's fees
      in
      respect of this transaction, for which Sellers shall have any responsibility
      whatsoever.

     

     5.5
      Bankruptcy.
      There
      are
      no bankruptcy, reorganization or receivership proceedings
      pending, being contemplated by, or to the actual knowledge of Buyer, threatened
      against Buyer.

     

     5.6
      Litigation.
      There
      is
      neither any claim, dispute, suit, action, investigation or other proceeding
      pending before any court or governmental agency, nor to Buyer's knowledge,
      threatened,
      against either Buyer which challenges or pertains to the execution and delivery
      of this
      Agreement or the consummation of the transactions contemplated
      hereby.

     

    ARTICLE
      VI

     

    TITLE
      MATTERS

     

     6.1
      Notice
      of Title Defect. Westside
      shall notify Sellers in writing as soon as reasonably
      practicable after Westside has knowledge thereof, and in any event on or before
      the final
      Reserve Determination Date, of any matter that would cause EBS's title to any
      or
      all of the Properties
      not to be Marketable Title ("Title
      Defect"), in
      each
      case together with an explanation of
      (a)
      the nature of such Title Defect, (b) the Properties (or portions thereof)
      affected thereby, and
      (c)
      Westside's proposed Defect Value (as hereinafter defined) for such Title Defect.
      Any matters that would otherwise constitute Title Defects but which are not
      specifically raised in writing
      (with the explanation as contemplated in the immediately preceding sentence)
      by
Westside
      prior to the final Additional Consideration Payment Date shall conclusively
      be
      deemed waived
      by
      Westside.

    



    
      
        
          
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    6.2Remedies
      for Title Defects.

     

     

    (a) Buyer
      shall be entitled to an Additional Consideration Offset for any Title
Defects
      at any time on or before the final Additional Consideration Payment Date. A
      notice requesting
      an Additional Consideration Offset for Title Defects must be timely and in
      writing and include appropriate documentation to substantiate the adjustment,
      or
      Buyer will be deemed to
      have
      waived its claim to such offset.

     

    (b) If
      Buyer
      gives notice under the previous section, the Parties will meet and use
      their
      best efforts to agree on the validity of the claim and, if applicable, the
      amount of the adjustment (the "Defect
      Value"), using
      the
      following criteria:

     

    (1)
      If
      the claim is based on EBS owning a different net revenue interest in
a
      Property than that shown on Exhibit
      D with
      respect to such Property, then the
      adjustment will be the absolute value of the number determined by the following
      formula:

     

    Adjustment
      = A x (1-[B/C])

     

    A
      =
      Allocated Value for the affected interest

     

    B
      =
      Correct net revenue interest for the affected interest

     

    C
      = Net
      revenue interest for the affected interest as shown on Exhibit
      D

     

    (2)
      If
      the claim is based on any other obligation or burden, the adjustment
will
      be
      the sum necessary to compensate Buyer for the adverse economic effect
      on
      the affected Property.

     

    (c) If
      the
      Defect Value cannot be determined based on the above criteria, and if
      the
      Parties cannot otherwise agree on the Defect Value or the Parties are unable
      to
      agree upon whether
      a
      Title Defect exists, subject to the provisions of Article
      6.2(d) below,
      the Parties may elect to resolve the dispute under the arbitration provisions
      in
      this Agreement.

     

    (d) No
      Additional Consideration Offset for Title Defects shall be made unless
and
      until
      the aggregate value of all Title Defects (herein called the "Aggregate
      Title Defect Value") exceeds
      a
      threshold of One Hundred Thousand Dollars ($100,000.00) and once the threshold
      is exceeded, all Defect Values shall be considered in applying this Article
      VI. Defect
      Values
      with an agreed individual value of less than Ten Thousand Dollars ($10,000.00)
      shall not be
      included in the calculation of the Aggregate Title Defect Value. For purposes
      of
      this section, the
      cost
      to cure a Title Defect shall not be considered in determining Aggregate Title
      Defect Value.

     

    (e)
      Sellers may, at their sole option, notify Westside at any time within ten
(10)
      business days after receiving notice from Buyer of a Title Defect that they
      elect to cure some
      or
      all of such Title Defects. No Additional Consideration Offset will be applied
      for Title Defects
      that Sellers cure. If any Title Defect is not cured within thirty (30) days
      after Sellers so

    



    
      
        
          
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    notify
      Westside of their intention to cure, an Additional Consideration Offset will
      be
      applied as described in Section
      3.2.

     

    ARTICLE
      VII

     

    COVENANTS
      AND AGREEMENTS

     

     7.1
      Receipts
      and Credits. Subject
      to the terms hereof and except to the extent same have
      already been taken into account as an adjustment to the Purchase Price, all
      monies, proceeds,
      receipts, credits, and income accruing to EBS (a) for the period subsequent
      to
      the Effective
      Time, shall be the sole property and entitlement of Buyer, and, to the extent
      received by
      Sellers, Sellers shall fully disclose, account for, and transmit same to Buyer
      promptly, and (b) for
      the
      period prior to the Effective Time, shall be the sole property and entitlement
      of Sellers and,
      to
      the extent received by Buyer, Buyer shall fully disclose, account for, and
      transmit same to Sellers
      promptly.

     

     7.2
      Data
      and Records. All
      files, permits, records, documentation, and data of EBS relating
      to (or evidencing) EBS's ownership or rights in or operation of the Properties
      or other rights and interests described herein, including, but not limited
      to,
      geophysical, geological and seismic
      data, surveys, analyses and any rights attributable thereto, lease files, land
      files, well files,
      contract files, production sales agreements files, division order files, title
      opinions and abstracts,
      governmental filings, production reports, production logs, core sample reports,
      and land
      maps, as such data is assembled and maintained in the normal course of business
      (the "Data
      and
      Records"), will
      be,
      as soon as is reasonably possible after, but not later than fifteen (15) days
      after
      Closing, delivered to Buyer at EBS's offices. To the extent not obtained or
      satisfied as of Closing, the Principal Parties agree to continue to use all
      reasonable efforts to cooperate with Buyer's
      efforts to obtain for Buyer access to Data and Records in the possession of
      third parties.

     

    7.3
      Taxes.
      Sellers
      shall be responsible for and shall pay all Taxes attributable to or arising
      from the ownership of EBS prior to the Effective Time. Buyer shall be
      responsible for and
      shall
      pay all Taxes attributable to or arising from the ownership of EBS after the
      Effective Time. Any Party which pays such Taxes for the other Party shall be
      entitled to prompt reimbursement
      upon evidence of such payment. Each Party shall be responsible for its own
      Taxes,
      if
      any, as may result from this transaction.

     

    7.4Covenants
      of the Parties Pending Closing.

     

    (a) From
      and
      after the date of execution of this Agreement and until the Closing
      (the "Examination
      Period"), the
      Principal Parties shall grant Westside access to the Data and
      Records and all accounting and tax files relating to the Properties during
      EBS's
      normal business hours upon reasonable prior notification, subject to the
      confidentiality agreement previously
      signed by Westside. The Data and Records and all accounting and tax files
      relating to the
      Properties shall be made available at their present location together with
      suitable office facilities for review purposes.

     

    (b) During
      the Examination Period, (i) the Principal Parties shall, and shall cause EBS
      to
      operate, manage, and administer the Properties in a good and workmanlike manner
      and
      shall
      cause EBS to carry on its business with respect to the Properties in a manner
      consistent

    



    
      
        
          
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    with
      industry norms and standard practices; (ii) the Principal Parties shall, and
      shall cause EBS to
      use
      all reasonable efforts to preserve in full force and effect all leases,
      operating agreements, easements,
      rights-of-way, permits, licenses, and agreements which relate to the Properties,
      and shall
      cause EBS to perform all of its obligations in or under all such agreements
      relating to the Properties;
      (iii) the Principal Parties shall, except for emergency action taken in the
      face
      of serious
      risk of life, property, or the environment (A) submit to Westside, for prior
      written approval, all requests for operating or capital expenditures and all
      proposed contracts and agreements
      relating to the Properties which involve individual commitments from EBS of
      more
than
      Fifty Thousand Dollars ($50,000.00), (B) consult with, inform, and advise
      Westside regarding
      all material matters concerning the operation, management, and administration
      of
      the Properties;
      (C) obtain Westside's written approval prior to causing EBS to vote under any
      operating,
      unit, joint venture, partnership or similar agreement, and (D) not, and shall
      cause EBS not
      to
      approve or elect to go non-consent as to any proposed well or plug-and-abandon
      or agree to
      plug
      and abandon any well without Westside's prior written approval; (iv) the
      Principal Parties
      shall not and shall cause EBS not to transfer, sell, hypothecate, encumber,
      or
      otherwise dispose
      of any of the Properties, other than the sale of production in the ordinary
      course of business;
      (v) the Principal Parties shall not and shall cause EBS not to abandon any
      wells
      or surrender any leases (other than as required by law or governmental order
      or
      regulation or in connection with an emergency); and (vi) the Pr.incipal Parties
      shall not, and shall cause EBS not to
      enter
      into any production sale, processing, or treating agreements affecting the
      Properties unless
      it
      is terminable on no more than thirty (30) days notice.

     

    (c) During
      the Examination Period, (i) no Seller shall receive, and no Seller shall cause
      EBS to make, any distribution of cash or property from EBS; and (ii) no Seller
      shall receive any salary, wages or other form of compensation, and no Seller
      shall cause EBS to pay any salary, wages or other form of compensation to any
      Seller.

     

    (d) The
      Principal Parties shall promptly notify Westside of any suit, lessor
demand
      action, or other proceeding before any court, arbitrator, or governmental agency
      and any cause
      of
      action which relates to the Properties or which might result in impairment
      of
      loss of EBS's
      interest in any portion of the Properties or which might hinder or impede the
      operation of the
      Properties.

     

    (e) If,
      prior
      to the Closing, all or any portion of the Properties is destroyed by
fire
      or
      other casualty or if any portion of the Properties shall be taken by
      condemnation or under the
      right
      of eminent domain (a "Casualty
      Loss"), the
      Purchase Price shall be reduced by the Allocated
      Value of the Property or portion thereof affected by the Casualty Loss. If
      the
Allocated
      Value of all the Properties or portions thereof affected by Casualty Losses
      exceeds ten percent
      (10%) of the Purchase Price, either Buyer or Sellers may terminate this
      Agreement upon written
      notification to the other, the transactions contemplated hereunder shall not
      be
consummated
      and thereafter neither Buyer nor Sellers shall have any liability or further
      obligations to the other hereunder. Prior to Closing, the Principal Parties
      shall not, and shall cause
      EBS
      not to, voluntarily compromise, settle or adjust any amounts payable by reason
      of any Casualty
      Loss without first obtaining the written consent of Westside.

     

    (f) On
      any
      matter requiring Westside's approval under this Section
      7.4,

     

    Westside
      shall respond within (5) business days to the Principal Parties' request for
      approval and

    



    
      
        
          
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    failure
      of Westside to respond to the Principal Parties' request for approval within
      such time shall
      release the Principal Parties from the obligation to obtain Westside's approval
      before proceeding on such matter.

     

     7.5
      Consent
      and Waiver. Each
      Seller hereby consents to all transaction contemplated
      under this Agreement and waives application of any provision in any of the
      EBS
Credit
      Documents or the EBS Partnership Agreement in effect as of the date of this
      Agreement or
      the
      Closing Date that would prohibit or restrict the consummation by any Party
      of
      any transaction contemplated hereunder or the execution by any Party of this
      Agreement.

     

     7.6
      Binding
      Effect Pending Signing by Class B Limited Partners. The
      Principal Parties
      agree and acknowledge that, upon signing of this Agreement by Westside and
      the
Principal
      Parties, such Parties' obligations hereunder are binding upon them
      notwithstanding the fact
      that
      the Class B Limited Partners have not yet signed this Agreement. In the event
      any Class B
      Limited
      Partner has not signed this agreement on or before November 30, 2005, this
      Agreement
      shall become null and void, the transactions contemplated hereunder shall not
      close and
      neither Buyer nor the Principal Parties shall have any further obligations,
      remedies, liabilities,
      rights or duties to the other hereunder.

     

    7.7
      Statements
      Made by Principals. Neither
      EBS nor Buyer shall have any liability whatsoever for statements made or
      information given by the Principals to any Seller prior to the Closing relating
      to the operations of EBS or the transactions contemplated
      hereunder.

     

    ARTICLE
      VIII

     

    CLOSING
      

     

     8.1
      Closing.
      The
      Closing of this transaction (the "Closing")
      shall
      be
      held at the offices
      of Greenberg Traurig, LLP in Houston, Texas, on or before January 31, 2006
      (the
"Closing
      Date"). Time
      is
      of the essence and the Closing Date shall not be extended unless by written
      agreement of the Parties. On or before five (5) business days prior to Closing,
      Buyer and Sellers
      shall use their best efforts to provide each other copies of all closing
      documents. All events
      occurring at the Closing shall each be deemed to have occurred simultaneously
      with the other,
      regardless of when actually occurring, and each shall be a condition precedent
      to the other.

     

     8.2
      Sellers'
      Closing Conditions. The
      obligations of Sellers under this Agreement are subject, at the option of
      Sellers, to the satisfaction, at or prior to the Closing, of the following
      conditions:

     

    (a) all
      representations and warranties of Buyer contained in this Agreement shall be
      true in all material respects at and as of the Closing as if such
      representations and warranties
      were made at and as of the Closing, and Buyer shall have performed and satisfied
      all agreements
      required by this Agreement to be performed and satisfied by Buyer at or prior
      to
      the Closing;

     

    (b) the
      execution, delivery, and performance of this Agreement and the transactions
      contemplated thereby have been duly and validly authorized by all necessary
      action, corporate,
      partnership or otherwise, on the part of Buyer;

    



    
      
        
          
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    (c) as
      of the
      Closing Date, no suit, action or other proceeding (excluding any such
      matter initiated by Sellers) shall be pending or threatened before any court
      or
      governmental agency seeking to restrain Sellers from consummating the
      transactions contemplated under this Agreement
      or prohibit the Closing or seeking damages against Sellers as a result of the
      consummation of this Agreement;

     

    (d) the
      EBS
      Operating Purchase Agreement has been executed, and the

     

    transactions
      contemplated thereunder have been consummated;

     

    (e) the
      Employment Agreements have been fully executed; and

     

    (f) the
      Registration Rights Agreements have been fully executed.

     

    8.3
      Buyer's
      Closing Conditions. The
      obligations of Buyer under this Agreement are subject,
      at the option of Buyer, to the satisfaction, at or prior to the Closing, of
      the
      following conditions:

     

    (a) all
      representations and warranties of Sellers contained in this Agreement
shall
      be
      true in all material respects at and as of the Closing as if such
      representations and warranties
      were made at and as of the Closing, and Sellers shall have performed and
      satisfied all agreements required by this Agreement to be performed and
      satisfied by Sellers at or prior to the Closing;

     

    (b) The
      execution, delivery, and performance of this Agreement and the transactions
      contemplated thereby have been duly and validly authorized by all necessary
      action, corporate,
      partnership or otherwise, on the part of the Sellers;

     

    (c) all
      necessary consents of and filings with any state or federal governmental
      authority or agency relating to the consummation of the transactions
      contemplated by
      this
      Agreement shall have been obtained, accomplished or waived, except to the extent
      that such consents and filings are normally obtained, accomplished or waived
      after closing;

     

    (d) as
      of the
      Closing Date, no suit, action or other proceeding (excluding any such
      matter initiated by Buyer) shall be pending or threatened before any court
      or
      governmental agency seeking to restrain Buyer from consummating the transactions
      contemplated under this Agreement
      or prohibit the Closing or seeking damages against Buyer as a result of the
      consummation of this Agreement;

     

    (e) the
      EBS
      Operating Purchase Agreement has been executed, and the transactions
      contemplated thereunder have been consummated;

     

    (f) the
      Employment Agreements have been fully executed;

     

    (g) a
      Lock-Up
      Agreement between Westside and each Seller has been

     

    executed;

     

    (h) Westside
      has secured acquisition financing satisfactory to Westside in its sole
      discretion;

    



    
      
        
          
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    (i) Sellers
      have caused to be prepared and delivered to Westside audited financial
      statements for EBS for the period ending September 30, 2005 (the "Financial
      Statements");

     

    (j) The
      Principals have conveyed to EBS any interests in leases or wells in the
      Barnett Shale area, other than interests relating to leases or wells owned
      by
      Enexco, for which
      any
      of them individually held title in their names prior to Closing;

     

    (k) All
      Class
      B Limited Partners have signed this Agreement on or before

     

    November
      30, 2005;

     

    (1)
      Class
      B Limited Partners have assigned to Westside all of the promissory notes issued
      by EBS to the Class B Limited Partners pursuant to the Bridge Credit Agreement
      and
      all
      liens and security interests held by the Class B Limited Partners in connection
      therewith; and

     

    (m) The
      Parties have completed to Buyer's reasonable satisfaction a revised

     

    description
      of the Properties on Exhibit
      D.

     

    8.4Sellers'
      Closing Deliveries. At
      Closing, each Seller shall deliver or cause to be

     

    delivered
      to Buyer the following:

     

    (a) A
      Bill of
      Sale and Assignment substantially in the form attached hereto as Exhibit
      F and
      such
      other documents as may be reasonably necessary to convey all of the Interests
      to
      Buyer
      and Westside GP in accordance with the provisions hereof; and

     

    (b) A
      non-foreign affidavit executed by each Seller substantially in the form attached
      as Exhibit
      G.

     

     8.5
      Buyer's
      Closing Deliveries. At
      Closing, Buyer shall deliver or cause to be delivered
      to Sellers, by wire transfer in immediately available funds to an account
      designated by Sellers,
      the Purchase Price as adjusted pursuant to this Agreement, and allocated among
      the Sellers
      in the manner set forth on Exhibit
      B.

     

    8.6Joint
      Closing Obligations. At
      Closing, all Parties shall execute or cause to be

     

    executed
      the following:

     

    (a) The
      Settlement Statement;

     

    (b) a
      Lock-Up
      Agreement between Westside and each Seller;

     

    (c) A
      Registration Rights Agreement between Westside and Each Seller.

     

    8.7Closing
      Obligations of Westside and the Principals. At
      Closing, the Principal

     

    Parties
      and Westside shall execute or cause to be executed the following:

     

    (a)The
      Employment Agreements, and

    



    
      
        
          
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    (b)The
      EBS
      Operating Purchase Agreement.

     

    8.8Remedies
      for Default.

     

    (a) Upon
      failure of Buyer to comply herewith by the Closing Date, as it may be extended
      in accordance herewith, Sellers, at their sole option, may (i) enforce specific
      performance, or (ii) terminate this Agreement, as Sellers' sole and exclusive
      remedies for such default, all other remedies being expressly waived by
      Sellers.

     

    (b) Upon
      failure of Sellers to comply herewith by the Closing Date, as it may
be
      extended in accordance herewith, Buyer, at its sole option, may (i) enforce
      specific performance, or (ii) terminate this Agreement, as Buyer's sole and
      exclusive remedies for such default, all other remedies being expressly waived
      by Buyer.

     

    (c)
      In
      the event of termination of this Agreement under this Section
      8.8, the
      transactions
      contemplated hereunder shall not close and neither Buyer nor Sellers shall
      have
      any further
      obligations, remedies, liabilities, rights or duties to the other hereunder,
      except as expressly
      provided herein.

     

    ARTICLE
      IX

     

    INDEMNIFICATION

     

     9.1
      Buyer's
      Indemnity. Buyer
      shall indemnify and hold Sellers harmless from and against
      any and all Losses arising out of or otherwise relating to (1) the breach by
      Buyer of any representation,
      warranty or covenant herein set forth, or (2) the ownership of EBS after the
      Closing.

     

     9.2
      The
      Principal Parties' Indemnity. The
      Principal Parties shall indemnify and hold
      EBS
      and the Buyer Group harmless from and against any and all Losses arising out
      of
      or otherwise
      relating to (1) the breach by Sellers of any representation, warranty or
      covenant herein set
      forth
      or (2) the ownership of EBS prior to the Closing (a "Seller
      Indemnified Loss").

     

     9.3
      Indemnification
      Procedures. In
      the
      event that any claim for which a Party providing
      indemnification (the "Indemnifying
      Party") would
      be
      liable to the other Party (the "Indemnified
      Party") is
      asserted against or sought to be collected by any third person, the Indemnified
      Party shall promptly notify the Indemnifying Party of such claim, specifying
      the
      nature of such claim and the amount of the estimated amount thereof to the
      extent then feasible (which
      estimate shall not be conclusive of the final amount of such claim) (the
"Indemnity
      Claim Notice").
      The
      Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity
      Claim
      Notice (the "Indemnity
      Notice Period") to
      notify
      the Indemnified Party (i) whether or not it disputes its liability to the
      Indemnified Party hereunder with respect to such claim, and (ii) if it
does
      not
      dispute such liability, whether or not it desires, at its sole cost and expense,
      to defend the
      Indemnified Party against such claim; provided however, that the Indemnified
      Party is hereby authorized
      prior to and during the Indemnity Notice Period to file any motion, answer
      or
      other pleading, submission or document which it shall deem necessary or
      appropriate to protect its interests. In the event that the Indemnifying Party
      notifies the Indemnified Party within the Indemnity
      Notice Period that it does not dispute such liability and desires to defend
      against such claim,
      then the Indemnifying Party shall have the right to defend such claim by
      appropriate

    



    
      
        
          
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    proceedings,
      which proceedings shall be promptly settled or prosecuted to a final conclusion,
      in such
      a
      manner as to avoid any risk of the Indemnified Party becoming subject to
      liability. If the Indemnified
      Party desires to participate in, but not control, any such defense or
      settlement, it may do
      so at
      its own cost and expense. If the Indemnifying Party elects not to defend against
      such claim
      for
      which it is liable, whether by not giving timely notice as provided above or
      otherwise, the
      Indemnified Party shall have the right but not the obligation to defend against
      such claim, and
      the
      amount of any resulting Losses (including, without limitation, court costs
      and
      attorneys' fees)
      incurred by the Indemnified Party in connection with such defense, shall be
      conclusively deemed to be the liability of the Indemnifying Party
      hereunder.

     

    9.4
      Buyer's
      Sole Remedy. Buyer's
      sole remedy in the event of a Seller Indemnified Loss
      shall be recovery of any such Losses by way of an Additional Consideration
      Offset, except where
      such Seller Indemnified Loss is the result of gross negligence, fraud, or
      willful neglect on the
      part
      of any Seller.

     

    9.5
      Survival
      of Indemnity. Each
      Party's indemnity obligations under this Agreement shall
      survive the Closing and shall terminate upon the Final Additional Consideration
      Payment Date.

     

    ARTICLE
      X

     

    ARBITRATION

     

    10.1
      Selection
      of Arbitrators. Except
      as
      to any matter requiring the agreement of the Parties,
      as provided in this Agreement, and except for the right of either Party to
      apply
      to a court of
      competent jurisdiction for a temporary restraining order, a preliminary
      injunction, or other equitable
      relief to preserve the status quo or prevent irreparable harm, any controversy
      or failure to
      agree
      between the Parties hereto arising under this Agreement and not resolved by
      agreement shall
      be
      determined by a board of arbitration upon notice of submission given by either
      Party to the other, which notice shall name a qualified, impartial, and
      independent arbitrator. Within ten (10)
      days
      after the receipt of such notice, the other Party shall name a qualified,
      impartial and independent
      arbitrator, or failing to do so, the Party giving notice shall name the second.
      Within twenty-five
      (25) days after sending the original notice of submission the two arbitrators
      so
      appointed shall name the third qualified, independent arbitrator, or failing
      to
      do so, the third arbitrator may be appointed by the Senior Judge (in service)
      of
      the United States District Court serving Houston, Texas.

     

    10.2
      Determination.
      The
      arbitrators selected to act hereunder shall be qualified by a minimum of twenty
      (20) years experience in the oil and gas industry to pass on the particular
      question
      in dispute. The arbitrators shall promptly hear and determine (after due notice
      of hearing
      and giving the Parties a reasonable opportunity to be heard) the questions
      submitted, and shall
      render their decision within sixty (60) days after appointment of the third
      arbitrator. If within
      said period a decision is not rendered by the board, or majority thereof, new
      arbitrators may
      be
      named and shall act hereunder at the election of the Parties in like manner
      as
      if none has been
      previously named.

     

    10.3 Decision
      Binding. The
      decision of the arbitrators, or the majority thereof, made

     

    in
      writing shall be final, binding and non-appealable upon the Parties hereto
      as to
      the questions

    



    
      
        
          
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    submitted,
      and Buyer and Sellers will abide by and comply with such decision. The expenses
      of arbitration,
      including reasonable compensation of the arbitrators, shall be borne equally
      by
      the Parties
      hereto, except that each Party shall bear the compensation and expenses of
      its
      own counsel,
      witnesses, and employees.

     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    11.1
      Amendment.
      The
      Agreement may not be amended except by an instrument in writing
      signed by the Party to be charged with such amendment and delivered by such
      Party to the
      Party
      claiming the benefit of such amendment.

     

    11.2
      Entire
      Agreement. This
      Agreement constitutes the entire understanding among the
      Parties with respect to the subject matter hereof, superseding all negotiations,
      prior discussions,
      and prior agreements and understandings relating to such subject
      matter.

     

    11.3
      Severability.
      If
      a
      court of competent jurisdiction determines that any clause or provision
      of this Agreement is void, illegal, or unenforceable, the other clauses and
      provisions of the
      Agreement shall remain in full force and effect and the clauses and provisions
      which are determined
      to be void, illegal, or unenforceable shall be limited so that they shall remain
      in effect to
      the
      extent permissible by law.

     

    11.4
      Public
      Announcements. The
      Parties hereto agree that prior to making any public announcement
      or statement with respect to the transaction contemplated by this Agreement,
      the
      Party desiring to make such public announcement or statement shall consult
      with
      the other Party hereto and exercise its best efforts to (i) agree upon the
      text
      of a joint public announcement or statement to be made by both of such Parties;
      or (ii) obtain written approval of the other Party hereto
      to
      the text of a public announcement or statement to be made solely by Sellers
      or
      Buyer, as
      the
      case may be. Nothing contained in this paragraph shall be construed to require
      either Party to
      obtain
      approval of the other Party hereto to disclose information with respect to
      the
      transaction contemplated
      by this Agreement to any state or federal governmental authority or agency
      to
      the extent (i) required by applicable law or by any applicable rules,
      regulations or orders of any governmental
      authority or agency having jurisdiction: or (ii) necessary to comply with
disclosure
      requirements of the American Stock Exchange or other recognized exchange or
      over
      the counter, and applicable securities laws.

     

    11.5
      Further
      Assurances and Records.

     

    (a) After
      the
      Closing each of the Parties will execute, acknowledge and deliver
      to the other such further instruments, and take such other action, as may be
      reasonably requested
      in order to more effectively assure to said Party all of the respective
      properties, rights, titles,
      interests, estates, and privileges intended to be assigned, delivered or inuring
      to the benefit of
      such
      Party in consummation of the transactions contemplated hereby.

     

    (b) Buyer
      shall comply with all current and subsequently amended applicable laws,
      ordinances, rules, and regulations applicable to the Properties and shall
      promptly obtain and
      maintain all permits required by governmental authorities in connection with
      the
      Properties.

    



    
      
        
          
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    11.6
      Notices.
      Except
      as
      otherwise expressly provided herein, all communications required
      or permitted under this Agreement shall be in writing and any communication
      or
      delivery hereunder shall be deemed to have been duly given and received when
      actually delivered
      to the address of the Parties to be notified as set forth below and addressed
      as
      follows:

     

    If
      to any
      Class A Limited Partners, as follows:

     

    3131
      Turtle Creek Blvd., Suite 1210

    Dallas,
      Texas 75219 Phone: (214) 522-8990 Fax:
      (214) 520-1804

     

    If
      to any
      Class B Limited Partner, as shown on the attached Appendix.

     

    If
      to the
      General Partner, as follows:

     

    EBS
      Oil
      and Gas Partners Production GP, LLC

    3131
      Turtle Creek Blvd., Suite 1210

    Dallas,
      Texas 75219 Phone: (214) 522-8990 Fax:
      (214) 520-1804 Attn:
      Jim
      Staley

     

    If
      to
      Buyer:

     

    Westside
      Energy Corporation

    4400
      Post
      Oak Parkway, Suite 2530

    Houston,
      Texas 77027

    Attention:
      Jim Wright, Chief Executive Officer

    Phone:
      (713) 979-2660, Ext. 203

    Fax:
      (713) 979-2665

     

    provided,
      however, that
      any
      notice required or permitted under this Agreement will be effective if
      given
      verbally within the time provided, so long as such verbal notice is followed
      by
      written notice
      thereof in the manner provided herein within twenty-four (24) hours following
      the end of such
      time
      period. Any Party may, by written notice so delivered to the other, change
      the
      address to which delivery shall thereafter be made.

     

    11.7
      Incidental
      Expenses. Each
      Party shall bear its own respective expenses incurred in
      connection with the negotiation and Closing of this transaction, including
      its
      own consultants' fees,
      attorneys' fees, accountants' fees, and other similar costs and
      expenses.

     

    11.8
      Waiver.
      Any
      of
      the terms, provisions, covenants, representations, warranties or conditions
      hereof may be waived only by a written instrument executed by the Party waiving
      compliance.
      Except as otherwise expressly provided in this Agreement, the failure of any
      Party at
      any
      time or times to require performance of and provision hereof shall in no manner
      affect such
      Party's right to enforce the same. No waiver by any Party or any condition,
      or
      of the breach of
      any
      term, provision, covenant, representation or warranty contained in this
      Agreement, whether
      by conduct or otherwise, in any one or more instances, shall be deemed to be
      or

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    construed
      as a further or continuing waiver of any such condition or breach or a waiver
      of
      any other
      condition or of the breach of any other term, provision, covenant,
      representation or warranty.

     

     

    11.9
      Binding
      Effect; Assignment. All
      the
      terms, provisions, covenants, obligations indemnities, representations,
      warranties and conditions of this Agreement shall be enforceable by the
      Parties hereto and their respective successors and assigns. The rights of each
      Party under this Agreement are personal to that Party and may not be assigned
      or
      transferred to any other Person without
      the prior, express and written consent of the other Party and such consent
      may
      be withheld
      for any reason, including convenience. Any attempt to assign this Agreement
      over
      the objection or without the express written consent of the other Party shall
      be
      absolutely void. Seller may
      condition its consent to assign this Agreement on Buyer providing Seller with
      an
appropriate
      guarantee of its assignee's performance. In the event Buyer sells or assigns
      all
      or a portion
      of the Properties, this Agreement shall remain in effect between Buyer and
      Seller as to all
      the
      Properties regardless of such assignment.

     

    11.10
      Governing
      Law. THIS
      AGREEMENT SHALL BE GOVERNED, CONSTRUED
      AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      TEXAS,
      WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE
      APPLICABLE TO SUCH DETERMINATIONS.

     

    11.11
      Time
      is of Essence. Time
      is
      of the essence with respect to performance of this Agreement.

     

    11.12
      Exhibits
      and Schedules. All
      Exhibits and Schedules attached to this Agreement, and
      the
      terms of those Exhibits and Schedules which are referred to in this Agreement,
      are made a part hereof and incorporated herein by reference.

     

    11.13
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, and
      each
      and every counterpart shall be deemed for all purposes to be one and the same
      agreement.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

    



    
      
        
          
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      2145201804 EBS
        OIL
        AND GAS

       
11/18/2005
      14:48

     

    WITSESS
      NAIBREOF , the Patios have executed this Weemeat as a
      the
      date
      first

    above
      writ-teal:4 effective the EffectIve Time.

    KELLY
      K.
      BUS

     

    



    
      
        
          
            X4412

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EBS
      OIL
      AND
      GAS PARTNERS PRODUCTION
      GP. LLC

    [Missing
      Graphic Reference]

     

     

    PETRO
      CAPITAL IL LP

     

    By:

    PTiaed
      Name: -

     

     

    LEVY
      FAMILY PARTNERS,
      LLC

    By:

    Printed
      Nhe:

    Tide:

    



    
      
        
          
            X4412

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    ALBERT
      ADRIAN'

     

     

    BARGUS
      PARTNERSHIP

    By:  

    Printed
      Name:  

    Title:
       

     

    BARRY
      COHN

     

     

    PATRICK
      PARKER

     

     

    EDWIN
      J.
      HAGERTY

     

     

    BRUCE
      J.
      GOLDSTEIN

     

     

    PETRO
      CAPITAL ADVISORS, LLC

     

     

    MILTON
      P.
      WEBSTER, III

     

     

    BUYER:

     

    WESTSIDE
      ENERGY CORPORATION

     


    
      
        
          
            36

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXECUTION
      COPY

     

    



    
      
        
          
            APPENDIX
              

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    APPENDIX

     

    



    
      
        
          
            APPENDIX
              

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    Class
      B Limited Partners:

     

    PETRO
      CAPITAL II, LP

    3838
      Oak
      Lawn Ave., Suite 1775 Dallas,
      Tx. 75219

    (214)
      661-7762

     

    LEVY
      FAMILY PARTNERS, LLC 980
      North
      Michigan Ave.

    Chicago,
      Ill. 60611

    (312)
      245-2915

     

    X-MEN,
      LLC

    520
      Lake
      Cook Road, Suite 105 Deerfield,
      Ill. 60015

    (847)
      282-5200

     

    ALBERT
      ADRIANI

    930
      North
      York, Suite 200 Hinsdale,
      Ill. 60521

     

    (630)
      484-5120

     

    BARGUS
      PARTNERSHIP 664 South Evergreen Ave. Woodbury
      Heights, NJ 08097 (856)
      845-5656

     

    BARRY
      COHN

    2505
      Astor Court Glenview, Ill. 60026 (847) 282-5200

     

    PATRICK
      PARKER

    Scarborough
      Building, 6th
      and
      Congress 101 W. 6th
      Street,
      Suite 610

    Austin,
      Tx. 78701

     

    EDWIN
      J.
      HAGERTY 5100 Westgrove Drive Dallas, Tx. 75248

    (972)
      701-3060

    



    
      
        
          
            APPENDIX
              

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    BRUCE
      J.
      GOLDSTEIN 1934 Deercrest Lane

    North
      Brook, Ill. 60052 (847)
      778-0903

     

    PETRO
      CAPITAL ADVISORS, LLC 3838
      Oak
      Lawn Ave., Suite 1775 Dallas, Tx. 75219

    (214)
      661-7762

     

    MILTON
      P.
      WEBSTER, III 9624
      Mountain Ridge Place Boulder,
      Co. 80302

    (303)
      402-9320