PURCHASE AND SALE AGREEMENT

                                      AMONG

                             GULFTEX OPERATING, INC.
                                       and

                            TD ENERGY SERVICES, INC.

                                   AS SELLERS

                                       AND

                           WESTSIDE ENERGY CORPORATION
                                    AS BUYER



                                SEPTEMBER 25, 2007




<PAGE>


                                Table Of Contents
                                -----------------
                                                                            PAGE
                                                                            ----
ARTICLE I. DEFINITIONS AND INTERPRETATION                                   1
     1.1     Defined Terms.                                                 1
             -------------
     1.2     References.                                                    1
        ----------
     1.3     Articles and Sections.                                         1
        ---------------------
     1.4     Number and Gender.                                             2
        -----------------
ARTICLE II. PURCHASE AND SALE                                               2
     2.1     Purchase and Sale.                                             2
             -----------------
     2.2     Excluded Assets.                                               4
        ---------------
     2.3     Consideration.                                                 6
        -------------
     2.4     Assumption of Obligations.                                     8
        -------------------------
     2.5     Retained Liabilities.                                          9
        --------------------
     2.6     Possession; Risk of Loss.                                     10
        ------------------------
     2.7     Allocation of Adjusted Consideration.                         10
        ------------------------------------
     2.8     Restricted Securities.                                        11
        ---------------------
ARTICLE III. REPRESENTATIONS AND WARRANTIES                                11
     3.1     Representations and Warranties of Sellers.                    11
             -----------------------------------------
     3.2     Restricted Shares.                                            16
        -----------------
     3.3     Accredited Investor; Purchase Entirely For Own Account.       17
        ------------------------------------------------------
     3.4     Disclosure of Information.                                    17
        -------------------------
     3.5     Investment Experience.                                        17
        ---------------------
     3.6     General Solicitation.                                         18
        --------------------
     3.7     Reliance.                                                     18
        --------
     3.8     Representations and Warranties of Buyer.                      18
        ---------------------------------------
     3.9     Disclaimers.                                                  20
        -----------
    3.10     AMEX Application                                              21
         ----------------
ARTICLE IV. ACCESS; DUE DILIGENCE                                          21
     4.1     Access to Records.                                            21
             -----------------
     4.2     Operation and Environmental Assessment.                       21
        --------------------------------------
     4.3     Defects, Environmental Conditions and Related Adjustments.    21
        ---------------------------------------------------------
ARTICLE V. OTHER MATTERS PRIOR TO CLOSING                                  23
     5.1     Operations.                                                   23
             ----------
     5.2     [Intentionally Omitted]                                       24
        -----------------------
     5.3     Imbalances and Other Matters.                                 24
        ----------------------------
     5.4     Publicity.                                                    25
        ---------
     5.5     Compliance with Conditions.                                   25
        --------------------------
     5.6     Maintenance of Existence.                                     25
        ------------------------
     5.7     Mutual Assurances.                                            25
        -----------------
     5.8     Notification of Certain Matters.                              25
        -------------------------------
     5.9     Designation as Operator.                                      26
        -----------------------
    5.10     Advances.                                                     26
         --------
ARTICLE VI. CONDITIONS; TERMINATION; REMEDIES                              26
     6.1     Conditions Precedent to Sellers' Obligation to Close.         26
             ----------------------------------------------------
     6.2     Conditions Precedent to Buyer's Obligation to Close.          27
        ---------------------------------------------------
     6.3     Termination.                                                  28
        -----------
     6.4     Remedies.                                                     28
        --------
     6.5     Conveyance of Interests.                                      29
        -----------------------
ARTICLE VII. CLOSING                                                       29
     7.1     Closing.                                                      29
             -------
     7.2     Preliminary Settlement Statement.                             29
        --------------------------------
     7.3     Actions at Closing.                                           29
        ------------------
     7.4     Records.                                                      30
        -------
ARTICLE VIII. POST CLOSING MATTERS                                         31
     8.1     Settlement Statement.                                         31
             --------------------
     8.2     Further Cooperation.                                          31
        -------------------
     8.3     Undisbursed Revenues and Payment of Vendor Claims.            31
        -------------------------------------------------
     8.4     Holdback.                                                     32
        --------
ARTICLE IX. SURVIVAL; INDEMNIFICATION                                      32
     9.1     Survival.                                                     32
             --------
     9.2     Indemnity as Sole Remedy.                                     32
        ------------------------
     9.3     Indemnities of Buyer.                                         32
        --------------------
     9.4     Indemnities of Sellers.                                       33
        ----------------------
     9.5     Assertion of Claims; Notices; Defense; Settlement.            33
        --------------------------------------------------
     9.6     Limitation on Damages.                                        34
        ---------------------
     9.7     Limitation on Reliance.                                       34
        ----------------------
ARTICLE X. MISCELLANEOUS                                                   34
     10.1     Exhibits.                                                    35
              --------
     10.2     Expenses.                                                    35
         --------
     10.3     Proration of Taxes.                                          35
         ------------------
     10.4     Assignment.                                                  35
         ----------
     10.5     Notices.                                                     36
         -------
     10.6     ENTIRE AGREEMENT; CONFLICTS.                                 37
         ---------------------------
     10.7     Amendment.                                                   37
         ---------
     10.8     Waiver; Rights Cumulative.                                   37
         -------------------------
     10.9     GOVERNING LAW; CONSENT TO JURISDICTION.                      38
         --------------------------------------
     10.10     Severability.                                               38
          ------------
     10.11     Arbitration.                                                38
          -----------
     10.12     Counterparts.                                               39
          ------------

<PAGE>


<PAGE>
SCHEDULES
Schedule 1.1             Defined Terms
Schedule 3.1(d)          Claims and Litigation - Sellers
Schedule 3.1(e)          Preferential Purchase Rights; Required Third Person
                            Consents to Assignment
Schedule 3.1(f)          Required Governmental Consents - Sellers
Schedule 3.1(g)          Leases Excluded From Representation
Schedule 3.1(i)          AMIs, "Payout", Reversion/Conversion, and Similar
                            Provisions; Tax Partnerships
Schedule 3.1(k)          Wells to be Plugged and Abandoned
Schedule 3.1(m)          Imbalances
Schedule 3.1(n)          Commitments for Expenditures
Schedule 3.1(r)          Insurance Coverage
Schedule 3.2(g)          Required Governmental Consents - Buyer

EXHIBITS
Exhibit A                Leases
Exhibit B                Wells; Working Interests and Net Revenue Interests;
                            Allocated Values
Exhibit C                Real Property Interests
Exhibit D                Personal Property
Exhibit E                Contracts
Exhibit F                Permits; Transferable Permits
Exhibit G                Form of Assignment, Bill of Sale, and Conveyance
Exhibit H                Contract with David York
Exhibit I                Contract with Tim Burroughs




<PAGE>
------

                        ASSET PURCHASE AND SALE AGREEMENT
                        ---------------------------------

     THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is executed as of this
25th  day  of  September  2007,  by GULFTEX OPERATING, INC., a Texas corporation
("Gulftex")  and  TD Energy Services, Inc., a Texas corporation ("TDE") (Gulftex
and  TDE  are  each  a  "Seller" and collectively "Sellers") and WESTSIDE ENERGY
CORPORATION,  a  Nevada  corporation,  or  its  designated  affiliate ("Buyer").

                                    RECITALS
                                    --------
     WHEREAS,  Sellers  are  the  owners  of  certain oil and gas properties and
assets  located  in  the  State  of  Texas  described  more particularly herein;
WHEREAS,  Sellers  desire  to sell and convey, and Buyer desires to purchase and
pay  for,  all  of such oil and gas properties and assets on the terms set forth
herein.

NOW,  THEREFORE,  for  and  in  consideration  of  the mutual promises contained
herein,  the  benefits to be derived by each Party hereunder, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Sellers  and  Buyer  agree  as  follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

1.1     Defined  Terms.
        --------------
  In  addition  to  the  terms  defined  in  the  introductory paragraph and the
Recitals of this Agreement, for purposes hereof, the capitalized expressions and
terms  set  forth  in  Schedule  1.1  shall have the meanings set forth therein,
unless  expressly  indicated otherwise.  Other terms may be defined elsewhere in
this  Agreement  and shall, for purposes hereof, have the meanings so specified,
unless  expressly  indicated  otherwise.

1.2     References.
        ----------
  The  words  "hereby,"  "herein,"  "hereinabove,""hereinafter,"  "hereinbelow,"
"hereof,"  "hereto,"  "hereunder," and words of similar import when used in this
Agreement  shall  refer  to  this Agreement as a whole and not to any particular
article,  section, or provision of this Agreement.  References in this Agreement
to  articles,  sections,  exhibits, or schedules are to such articles, sections,
exhibits,  or  schedules  of  this  Agreement  unless  otherwise  specified.

1.3     Articles  and  Sections.
        -----------------------
  This  Agreement,  for  convenience  only,  has  been divided into articles and
sections.  The  rights  and other legal relations of the parties hereto shall be
determined  from  this  Agreement  as  an  entirety  and  without  regard to the
aforesaid  division  into  articles  and sections and without regard to headings
prefixed  to  such  articles  and  sections.

1.4     Number  and  Gender.
        -------------------
  Whenever  the context requires, reference herein made to a single number shall
be  understood  to  include  the  plural;  and  likewise,  the  plural  shall be
understood  to  include  the singular.  Words denoting sex shall be construed to
include  the  masculine,  feminine,  and  neuter,  when  such  construction  is
appropriate; and specific enumeration shall not exclude the general but shall be
construed as cumulative.  Definitions of terms defined in the singular or plural
shall  be  equally  applicable  to the plural or singular, as applicable, unless
otherwise  indicated.

ARTICLE II.

PURCHASE AND SALE

1.5     Purchase  and  Sale.
        -------------------
  Subject  to  the  terms hereof, Sellers agree to sell and convey to Buyer, and
Buyer  agrees to purchase from Sellers and pay for, the following properties and
assets  (collectively,  the  "Assets"):

(a)     the  undivided  Working Interests, associated Net Revenue Interests, and
other  interests set forth on Exhibit B, together with any and all other rights,
titles,  and  interests  of Sellers (including in each case, without limitation,
fee  mineral  interests,  leasehold  interests,  royalty  interests,  overriding
royalty  interests,  production  payments,  net  profits  interests,  carried
interests,  reversionary  interests,  possibilities  of reverter, and conversion
rights  and  options)  in, to, under, or derived from (i) the oil and gas leases
described more particularly on Exhibit A (which is in two parts, Exhibit A-1 and
A-2)  and the leasehold estates created thereby, as to all lands and depths
covered  thereby  or  the  applicable  part  or  portion thereof if specifically
limited  in depth and/or areal extent, or otherwise, in Exhibit A (collectively,
the  "Leases"),  (ii)  the lands covered by the Leases or otherwise described on
Exhibit  A,  (iii)  all  units  created  by  the  pooling,  unitization,  and
communitization  agreements  in  effect with respect to the Leases and the lands
covered  thereby  or  otherwise described on Exhibit A, and (iv) the oil and gas
leases  and  lands  included  in  any  units  with which the Leases or the lands
covered  thereby  or  otherwise  described  on  Exhibit  A may have been pooled,
unitized,  or  communitized,  and  all  other  rights,  interests,  privileges,
benefits,  and  powers  of  any  kind or character conferred upon Sellers as the
owner  of  any  of  such  interests;

(b)     the undivided Working Interests and the associated Net Revenue Interests
set forth in Exhibit B, together with any and all other rights, titles, and
interests of Sellers, in and to the wells for the production of Hydrocarbons
that are located on the Leases or on other leases or lands with which the Leases
or the lands covered thereby or otherwise described on Exhibit A may have been
pooled, unitized, or communitized, also described more particularly on Exhibit_B
(collectively, the "Wells");

(c)     all of Sellers' rights, titles, and interests in and to all crude oil,
natural gas, condensate, distillate, natural gasoline, natural gas liquids,
plant products, refined petroleum products, other liquid or gaseous hydrocarbons
(including, without limitation, coalbed methane), sulphur, other gases
(including, without limitation, hydrogen and carbon dioxide), and every other
mineral or substance, or any of them, the right to explore for which, or an
interest in which, are granted pursuant to the Leases or the other interests
described herein ("Hydrocarbons") (i) produced from or allocable to the
interests of a Seller described in clauses (a) and (b) of this Section 2.1 and
existing in pipelines, storage tanks, or other processing or storage facilities
upstream of the delivery points to the relevant purchasers as of the Effective
Time, and (ii) produced from or allocable to such interests of Sellers from and
after the Effective Time;

(d)     all  of Sellers' rights, titles, and interests in and to all fee surface
interests  in  land,  surface  leases,  easements,  rights-of-way,  servitudes,
licenses,  franchises,  road,  railroad,  and  other  surface  use  permits  or
agreements,  and  similar  rights  and  interests  (if any) located on the lands
covered  by  the Leases or otherwise described on Exhibit A or on any units with
which  the Leases or the lands covered thereby or otherwise described on Exhibit
A may have been pooled, unitized, or communitized, that are located on the Lands
or  that  otherwise relate to, are used in connection with or were obtained
for  use  in  connection with the interests of a Seller described in clauses (a)
and  (b)  of  this  Section  2.1,  described  more  particularly  on  Exhibit  C
(collectively,  the  "Real  Property  Interests");

(e)     all  of  Sellers' rights, titles, and interests in and to all equipment,
machinery,  fixtures,  inventory,  improvements,  and  other personal, mixed, or
movable property, located on or off the lands covered by the Leases or otherwise
described  on  Exhibit  A  or  with  which  the Leases or the lands covered
thereby  or  otherwise  described  on  Exhibit  A have been pooled, unitized, or
communitized,  to  the  extent used primarily and directly in connection with or
attributable  to  the  interests of a Seller described in clauses (a) and (b) of
this Section 2.1 (except for the Gathering Assets and any such personal property
leased  from  third  Persons),  including,  without  limitation:  water  wells;
saltwater  disposal  wells  and facilities; injection wells and facilities; well
equipment;  casing;  rods;  tanks  and  tank  batteries; boilers; tubing; pumps;
pumping  units  and  engines;  platforms;  Christmas trees; derricks; production
facilities  (whether surface or sub-sea); compressors and compression equipment;
dehydration  units  and  facilities; heater-treaters; processing, fractionation,
treatment, and separation plants and facilities; testing and sampling equipment;
sulfur  recovery  units  and  facilities;  valves;  gauges;  meters; generators;
motors;  gun  barrels;  flow  lines;  water  lines;  gas lines; gathering lines,
laterals  and  trunk  lines,  and  other pipe lines; gas systems (for gathering,
treatment, and compression); chemicals; solutions; water systems (for treatment,
disposal, and injection); power plants; poles; lines; transformers; starters and
controllers;  machine  shops; tools; storage yards and equipment, materials, and
supplies  stored  therein, to the extent charged or reasonably chargeable to the
interests  of  a  Seller  described  in clauses (a) and (b) of this Section 2.1;
vehicles;  trailers;  buildings  and  camps;  office  furnishings and equipment;
telegraph, telephone, remote telemetry, and other communication systems; loading
docks,  loading  racks,  and  shipping  facilities; spare parts; and any and all
additions  or  accessions  to, substitutions for, and replacements of any of the
foregoing,  wherever  located, together with all attachments, components, parts,
equipment,  and  accessories  installed  thereon  or  affixed  thereto,  all  as
described  more  particularly  on  Exhibit  D  (collectively,  the  "Personal
Property");

(f)     all  fees,  rentals,  proceeds, payments, revenues, and other rights and
economic  benefits of every kind and character accruing or payable to the owners
of  the  Assets that are attributable to the period from and after the Effective
Time;

(g)     all  of  Sellers' rights, titles, and interests in and to all Contracts,
the transfer of which is not prohibited or restricted by a preferential right to
     purchase,  required consent to assignment, right of first refusal, right of
first  offer,  or  similar  provision  or  as  to  which the required waivers or
consents  have  been obtained, or the appropriate time period for asserting such
rights  has  expired,  in  either case as of the Closing Date (collectively, the
"Transferred  Contracts");

(h)     all Permits that are transferable by Sellers to Buyer, described more
particularly on Exhibit F;

(i)     all of Sellers' rights, titles, and interests in and to all intangible
rights, inchoate rights, transferable rights under warranties made by prior
owners, manufacturers, vendors, and third Persons, and rights accruing under
applicable statutes of limitation or prescription, insofar only as the foregoing
rights and interests relate or are attributable to the items listed in this
Section 2.1, and do not constitute Excluded Assets, but including, without
limitation, all Claims of Sellers with respect to underproduction accounts or
credits pertaining to Imbalances in existence as of the Effective Time
(collectively, "Intangible Rights");

(j)     all files, records (including, without limitation, land and title
records, plats, surveys, abstracts of title, title insurance policies, title
opinions, and title curative, lease, contract, division order, marketing,
correspondence, operations, environmental, insurance, production, accounting,
regulatory, and facility and well records and files), and other information that
relate in any way to any of the items listed in this Section 2.1, are in the
possession of a Seller, and the disclosure and transfer of which is not
prohibited by confidentiality or other contractual arrangements in existence on
the Closing Date (collectively, the "Records"); and

(k)     all  of Sellers' rights, titles, and interests in and to all maps, logs,
geological, geophysical, reserve engineering, and other scientific and technical
     information, reports, and data (including, without limitation, conventional
and 3-D seismic data) that relate in any way to the items listed in this Section
2.1,  are  owned  by  a  Seller,  do  not  constitute  Excluded  Assets, and the
disclosure  and  transfer of which is not prohibited by confidentiality or other
contractual  arrangements  in  existence  on the Closing Date (collectively, the
"Transferable  Data"); LESS  AND  EXCEPT  the  Excluded  Assets.  The conveyance
of the Assets shall be effective  as  of  the  Effective  Time,  except  for the
assumption by Buyer of certain  Liabilities  associated  with  the Assets that
are provided, in Section 2.4,  to  be  assumed  as  of  the  Possession  Time.

1.6     Excluded  Assets.
        ----------------
Notwithstanding  any  provision  of  this Agreement to the contrary, each Seller
excepts,  reserves,  and  retains  to itself the following properties and assets
(collectively,  the  "Excluded  Assets"):

     (a)     all  corporate,  financial,  legal,  and  tax  records  of Sellers;
     (b)     all  deposits,  cash, checks in process of collection, cash
equivalents, and  funds  attributable to Sellers' interest in the Assets for the
period prior to  the  Effective  Time;
     (c)     all  Hydrocarbons  produced from or allocable to the Assets prior
to the Effective  Time,  except  for those Hydrocarbons described in Section
2.1(c)(i);
     (d)     all  documents  and  records  of  Sellers subject to the
attorney/client privilege,  confidentiality  agreements,  claims  of  privilege,
or  other restrictions  on  access;
     (e)     all  rights,  interests,  and  Claims  that  a Seller may have
under any policy  of insurance or indemnity, surety bond, or any insurance or
condemnation proceeds  or  recoveries  from  third  Persons  relating  to
property damage or casualty  loss  affecting  the  Assets  occurring  prior to
the Possession Time;
     (f)     all  Claims,  whether  in  contract, in tort, or arising by
operation of Law, and whether asserted or unasserted as of the Possession Time,
that a Seller may have against any Person arising out of acts, omissions, or
events, or injury to or death of Persons or loss or destruction of or damage to
property, relating in  any way to, the Assets that occurred prior to the
Possession Time; provided, however,  that  no such Claim may be settled,
compromised, or otherwise resolved in  a manner that results in an obligation
borne by Buyer or the Assets from and after  the  Possession  Time  without  the
prior  written  consent  of  Buyer;
     (g)     all  exchange  traded  futures contracts and over-the-counter
derivative contracts  of  Sellers  as  to  which  a  Seller has an open position
as of the Effective  Time;
     (h)     any  and  all  rights  to  use  Sellers'  names, marks, trade dress
or insignia,  or  to use the name of any affiliate of a Seller, and all of
Sellers' intellectual  property,  including,  without limitation, proprietary or
licensed computer  software;  patents;  trade secrets; copyrights; economic
analyses; and pricing  forecasts;
     (i)     all  amounts  due  or  payable  to  Sellers  as adjustments to
insurance premiums  related  to  the  Assets  for  periods  prior  to  the
Effective Time;
     (j)     all  Claims  of  a Seller for refunds of or any loss carry-forwards
with respect  to Property-Related Taxes and income or franchise taxes relating
to the Assets  for  periods  prior  to  the  Effective  Time;
     (k)     all  audit rights and all amounts due or payable to a Seller as
refunds, adjustments,  or  settlements  of  disputes  arising  under the Leases,
the Real Property  Interests,  the  Permits,  and  the Contracts for periods
prior to the Effective  Time;
     (l)     all  trade  credits  and  the proceeds of all accounts receivable,
notes receivable,  instruments,  general  intangibles,  and  other  receivables
due or payable  to  a Seller relating to the Assets that accrued prior to the
Effective Time;
     (m)     except  as  otherwise  provided  herein,  all  fees,  rentals,
proceeds, payments,  revenues,  rights,  and economic benefits of every kind and
character (and  all  security  or other deposits made) payable to the owners of
the Assets and  that  are  attributable  to  the  period  prior  to  the
Effective  Time;
     (n)     all interests, rights, property, and assets of Sellers not located
on or used  in  connection  with  the Assets or otherwise specifically included
in the definition  of  the  Assets;
     (o)     all  of  the  Gathering  Assets;
     (p)     all  of  the  Office  Property;
     (q)     the  Intercompany  Obligations;  and
     (r)     all  geological and geophysical information and data (including,
without limitation,  conventional and 3-D seismic data) licensed from third
Persons, and such  Seller's  proprietary  interpretations  thereof, the transfer
of which is prohibited.

1.7     Consideration.
        -------------
  (a)  The purchase price for the Properties shall be (i) $2,000,000, subject to
adjustment  as  provided in Section 2.3(b) (the "Cash Purchase Price"), and (ii)
904,000  shares  of restricted common stock of Buyer (the "Stock Consideration")
(such actual shares being issued to Sellers being referred to as the "Restricted
Stock").  The  Cash Purchase Price and the Stock Consideration is referred to in
this  Agreement  as  the  "Base  Purchase Price" and the Cash Purchase Price, as
adjusted pursuant to Section 2.3(b) and (c), is referred to in this Agreement as
the  "Adjusted  Cash  Purchase Price" and the Base Consideration, as adjusted by
the  Adjusted  Cash  Purchase  Price,  is  referred  to in this Agreement as the
"Adjusted  Base Consideration."  The Purchase Price shall be paid to each Seller
in  its  respective  Seller's  Percentage.

   (b)     The  Cash Purchase Price shall be adjusted upward by the following:

(i)     any increase required as the result of the proration of Property-Related
Taxes  under  Section  10.3;

(ii)     the amount of the value of any Imbalance as to which a Seller is in an
"under" position as of the Effective Time, as agreed upon by Sellers and Buyer
pursuant to Section 5.4; and

(iii)     any other amount provided for elsewhere in this Agreement or otherwise
agreed upon by Sellers and Buyer as being an increase to the Cash Purchase
Price.

(c)     The  Cash  Purchase  Price  shall  be  adjusted  downward  by:

(i)     [intentionally  left  blank];

(ii)     the  proceeds  received  by  a  Seller  from  the  sale of Hydrocarbons
produced  from  or  allocable to the Assets during the period from the Effective
Time  through  the  Closing  Date, less amounts payable as royalties, overriding
royalties,  and  other burdens upon such Hydrocarbons and Property-Related Taxes
deducted  by  the  purchaser  of  such  Hydrocarbons;

(iii)     all other fees, rentals, proceeds from any permitted sale, salvage, or
other disposition, and other revenues pertaining to the Assets that are
attributable to, and were received by a Seller during, the period from the
Effective Time through the Closing Date (excluding overhead reimbursements to a
Seller under applicable operating agreements under which a Seller is the
operator);

(iv)     the amount of the value of any Imbalance as to which a Seller is in an
"over" position as of the Effective Time, as well as the amount of the value of
any Hydrocarbons produced from or allocable to the Assets that third Persons may
otherwise be entitled to receive out of a Seller's interest in such Assets after
the Effective Time without making full payment therefor at or after the time of
delivery as the result of a "take-or-pay", prepayment, forward sale, production
payment, deferred production, or similar arrangement in existence as of the
Effective Time, such value to be as agreed upon by Sellers and Buyer pursuant to
Section 5.4;

(v)     any reduction required as the result of the proration of
Property-Related Taxes under Section 10.3; and

(vi)     any other amount provided for elsewhere in this Agreement or otherwise
agreed upon by Sellers and Buyer as being a reduction in the Cash Purchase
Price.

(d)     The  Cash  Purchase  Price, as adjusted pursuant to Sections 2.3(b)
and  2.3(c),  shall be referred to herein as the "Adjusted Cash Purchase Price".
All  adjustments  to the Cash Purchase Price provided for in Sections 2.3(b) and
2.3(c)  shall  be  determined  without  duplication  and on an accrual basis, in
accordance  with  generally accepted accounting principles consistently applied.
No  adjustment  shall  be  made  to  the  Cash  Purchase Price for any indemnity
obligation hereunder, including any obligation arising as a result of any actual
or  alleged  breach  of  any  representation  or  warranty  by Seller, except as
specifically  provided  in  Section  8.4, and no adjustment to the Adjusted Cash
Purchase  Price  shall  be  made pursuant to Section 8.4 that has also been made
pursuant  to  any  other  provision  hereof.

1.8     Assumption  of  Obligations.
        ---------------------------
  Subject  to  the  terms of this Agreement, upon the Closing, Buyer assumes and
agrees  to  pay,  perform,  and discharge the following duties, obligations, and
Liabilities  (collectively,  the  "Assumed  Liabilities"),  effective  as of the
Effective  Time  or  the  Possession  Time,  as  applicable, as set forth below:

(a)     the  performance  of  the  terms,  conditions, and covenants of, and the
discharge  of  a  Seller's  duties,  obligations,  and  liabilities  (other than
obligations or liabilities for the payment of money) arising under the terms of,
the  Leases,  the Real Property Interests, the Permits, and the Transferred
Contracts  for  the  period  from  and  after  the  Possession  Time;

(b)     all obligations and Liabilities of a Seller for the payment of money
with respect to the Assets (including, without limitation, the payment of a
Seller's costs and expenses incurred in connection with the Assets and the
payment of a Seller's royalties, overriding royalties, and other similar burdens
on production, as well as all rentals, shut-in well payments, minimum royalties,
and other lease maintenance payments under the terms of the Leases) for the
period from and after the Effective Time;

(c)     all obligations of a Seller regarding the plugging and abandonment of
all Wells and Personal Property and the performance of all related salvage, site
clearance, and surface restoration operations in accordance with applicable Law
and the terms of the Leases and applicable Transferred Contracts;

(d)     ALL ASSUMED ENVIRONMENTAL LIABILITIES;

(e)     EXCEPT FOR RETAINED LIABILITIES, ALL OTHER CLAIMS AND LIABILITIES FOR
INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR
DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS,
REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM
THE NEGLIGENCE OR STRICT LIABILITY OF A SELLER OR ITS AFFILIATES, EMPLOYEES,
AGENTS, OR REPRESENTATIVES, TO THE EXTENT THAT SUCH CLAIM OR LIABILITY, OR THE
ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO, ARISES, OCCURS, OR
EXISTS AT OR AFTER THE POSSESSION TIME;

(f)     all obligations of a Seller owed to other Persons with respect to
Imbalances (if any) in existence at or arising after the Effective Time;

(g)     all Claims and Liabilities relating to the payment of taxes (including
interest, penalties, and additions to tax) for which Buyer has agreed to be
responsible under the terms hereof;

(h)     the responsibility for compliance with applicable Laws relating to the
Assets, and the maintenance and, when necessary, procurement of Permits required
by any Governmental Authority in connection with the Assets, in each case for
the period from and after the Possession Time;

(i)     all Claims and Liabilities arising out of, resulting from, or relating
in any way to Environmental Conditions, on or relating to the Assets that become
Assumed Liabilities by operation of Section 4.3;

(j)     the obligations and liabilities described on Exhibit J;

(k)     all of a Seller's obligations relating to the Advances;

(l)     all Claims and Liabilities relating to funds delivered to Buyer pursuant
to Section 8.3; and

(m)     all other duties, obligations, Liabilities, and Claims, whether in
contract, in tort, or arising by operation of Law, accruing or resulting from,
arising out of, or otherwise associated with the Assets for the period from and
after the Possession Time.

1.9     Retained  Liabilities.
        ---------------------
  Subject to the terms of this Agreement, each Seller, severally with respect to
its portion of the Assts and not jointly with the other Seller, hereby expressly
retains  and  agrees  to  pay,  perform,  and  discharge  the  following duties,
obligations,  and  Liabilities  (collectively,  the  "Retained  Liabilities"):

(a)     the  performance  of  the  terms,  conditions, and covenants of, and the
discharge  of  that  Seller's duties, obligations, and Liabilities arising under
the terms of, the Leases, the Real Property Interests, the Transferable Permits,
and  the  Contracts  for  the  period  prior  to  the  Possession  Time;

(b)     except for Assumed Liabilities, all obligations and Liabilities of
Seller for the payment of money with respect to the Assets (including, without
limitation, the payment of that Seller's costs and expenses incurred in
connection with the Assets and the payment of that Seller's royalties,
overriding royalties, and other similar burdens on production, as well as all
rentals, shut-in well payments, minimum royalties, and other lease maintenance
payments under the Leases) for the period prior to the Effective Time;

(c)     all Claims and Liabilities relating to the payment of taxes (including
interest, penalties, and additions to tax) for which that Seller has agreed to
be responsible hereunder;

(d)     except for Assumed Liabilities, all Claims and Liabilities, whether in
contract, in tort, or arising by operation of Law, against or suffered by that
Seller that relate in any way to, the Assets (INCLUDING, WITHOUT LIMITATION,
INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR
DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS,
REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM
THE NEGLIGENCE OR STRICT LIABILITY OF BUYER OR ITS AFFILIATES, EMPLOYEES,
AGENTS, OR REPRESENTATIVES), to extent that any such Claim or Liability, or the
acts, omissions, events, or conditions giving rise thereto, arose, occurred, or
existed prior to the Possession Time, regardless of whether such Claim or
Liability has been asserted as of the Possession Time;

(e)     except for the Assumed Liabilities, all Claims (if any) of third
Persons, whether as the result of audits or otherwise, to refunds, adjustments,
settlements of disputes, or other amounts of any kind due under the terms of the
Leases, the Real Property Interests, the Transferable Permits, or the Contracts
and attributable to the period prior to the Effective Time;

(f)     all amounts payable by that Seller under the terms of all exchange
traded futures contracts and over-the-counter derivative contracts to which a
Seller is a party as of the Effective Time, including, without limitation, all
breakage costs (if any) incurred by a Seller under the terms of any such
agreement as the result of the transactions contemplated in this Agreement;

(g)     except for the Assumed Liabilities, all indebtedness (if any) of a
Seller, whether or not encumbering all or any portion of the Assets;

(h)     ALL RETAINED ENVIRONMENTAL LIABILITIES; and

(i)     except for Assumed Liabilities, all other duties, obligations, Claims,
and Liabilities, whether in contract, in tort, or arising by operation of Law,
accruing or resulting from, arising out of, or otherwise associated with (i) the
Assets for the period prior to the Possession Time, and (ii) the Excluded
Assets.

1.10     Possession;  Risk  of  Loss.
         ---------------------------
  As of the Possession Time, Sellers shall deliver to Buyer exclusive possession
and  control of the Assets.  Sellers agree to cooperate with Buyer to facilitate
the  transition  of the ownership and (if applicable) operation of the Assets to
Buyer.  As  between  Sellers and Buyer, and subject to the terms of Sections 2.4
and  2.5,  each  Seller  shall,  severally according to its respective ownership
interests  in  the  Assets  and  not  jointly,  assume and bear all risk of loss
associated  with the Assets prior to the Possession Time, and Buyer shall assume
and  bear  all  risk  of  loss  associated  with  the  Assets from and after the
Possession  Time.

1.11     Allocation  of  Adjusted  Consideration.
         ---------------------------------------
  Buyer  and  Sellers  shall use commercially reasonable efforts to agree, on or
before  the  Closing Date, upon an allocation of the Adjusted Base Consideration
among  the  Assets  for financial accounting and tax purposes in accordance with
Section  1060 of the Code.  Buyer and Sellers shall each file a Form 8594 (Asset
Acquisition  Statement  Under  Section  1060)  on  a timely basis, reporting the
allocation  of  the Adjusted Base Consideration consistent with such allocation.
Buyer and Sellers shall file, on a timely basis, any amendments required to such
Form  8594 as a result of a subsequent increase or decrease of the Adjusted Base
Consideration  after  the  Closing  Date.  Buyer  and Sellers shall not take any
position  on  their  respective income tax returns that is inconsistent with the
allocation  of  the  Adjusted Base Consideration as so agreed, or as adjusted as
the  result  of  any  subsequent  increase  or  decrease  in  the  Adjusted Base
Consideration.  If  Buyer  and  Sellers are unable to agree on the allocation of
the  Adjusted Base Consideration provided for in this Section 2.7 by the Closing
Date, either Buyer or a Seller may initiate arbitration of such dispute pursuant
to  the  terms  of  Section 10.11.  In that event, the Closing shall be deferred
until  such  dispute  is  resolved  as  provided  in  Section  10.11.

1.12     Restricted  Securities.
         ----------------------
(a)     The  parties  acknowledge  that the shares of Restricted Stock shall not
have been registered and shall be characterized as "restricted securities" under
U.S.  federal  securities  laws,  and,  under such laws, such shares may be
resold  without  registration  under  the Securities Act only in certain limited
circumstances.  Each  certificate  evidencing  shares  of Restricted Stock to be
issued pursuant to this Agreement shall bear the following legend as well as any
legend  contemplated  by  this Agreement or required by the laws of the State of
Delaware  or  any  other  jurisdiction:

"THE  SHARES  REPRESENTED  BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT").  SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN
OPINION  OF  LEGAL  COUNSEL  REASONABLY  ACCEPTABLE  TO  THE  COMPANY  THAT SUCH
REGISTRATION  IS  NOT  REQUIRED.
THE  SALE,  TRANSFER  OR  OTHER  DISPOSITION  OF  THESE  SHARES  IS  SUBJECT  TO
RESTRICTIONS  AS  SET  FORTH  IN  THE  PURCHASE  AND SALE AGREEMENT BY AND AMONG
__________________________  AND  WESTSIDE  ENERGY  CORPORATION  DATED  AS  OF
_______________,  2007,  A COPY OF WHICH IS AVAILABLE AT THE PRINCIPAL OFFICE OF
THE  COMPANY."

(b)     The  holder  of  shares  of  Restricted  Stock  shall be restricted from
selling,  transferring or otherwise disposing of any or all of such shares until
the  nine  month  anniversary of the Closing Date.  Once the holders are able to
sell  shares  of  Restricted Stock, in any ninety (90) day period, the holder of
shares  of  Restricted  Stock,  to  the  extent permitted by law, may only sell,
transfer  or otherwise dispose of a maximum of 25% of the total number of shares
of  Restricted  Stock  the  holder  received in connection with the transactions
contemplated herein and each certificate representing shares of Restricted Stock
     to  be  issued  pursuant  to  this Agreement shall contain a legend to that
effect.
(c)     The  shares of Restricted Stock shall be delivered to Sellers within
thirty (30) days after the approval of the application required by Section 3.10.
                                                                   -------------

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1     Representations  and  Warranties  of  Sellers.
        ---------------------------------------------
Each  Seller  represents  and warrants, severally and not jointly with the other
Seller,  to  Buyer  as  follows:

(a)     Each  Seller  is  a  corporation duly formed, currently existing, and in
good  standing  under  the  Laws  of  the  State  of  Texas.

(b)     Seller has full capacity, power, and authority to enter into and perform
this Agreement and the transactions contemplated herein.  The execution,
delivery, and performance by Seller of this Agreement has been duly and validly
authorized and approved by all necessary action on the part of Seller, and this
Agreement and the documents executed in connection herewith are, or upon their
execution and delivery will be, the valid and binding obligations of Seller and
enforceable against Seller in accordance with their terms, subject to the
effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws,
as well as to principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

(c)     The execution, delivery, and performance by Seller of this Agreement and
the consummation of the transactions contemplated herein will not (i) conflict
with or result in a breach of any provisions of the organizational documents of
Seller, (ii) result in a default or the creation of any Lien or give rise to any
right of termination, cancellation, or acceleration under any of the terms of
any Lease, Contract, Real Property Interest, Permit, note, bond, mortgage,
indenture, license, or other agreement, document, or instrument to which Seller
is a party or by which Seller or any of the Assets may be bound, or (iii)
violate any order, writ, injunction, judgment, decree, or Law applicable to
Seller or the Assets.

(d)     Except as otherwise reflected in Schedule 3.1(d), there is no Claim  by
any Person or Governmental Authority (including, without limitation,
expropriation or forfeiture proceedings), and no legal, administrative, or
arbitration proceeding pending or, to Seller's Knowledge, threatened against
Seller or the Assets, or to which Seller is a party, that reasonably may be
expected to (i) impair Seller's title to any of the Assets, (ii) hinder or
impede the operation of all or any portion of the Assets, (iii) subject the
owner or operator of the Assets to liability in favor of any Governmental
Authority or other Person as the result of the alleged violation of, or
non-compliance with, any Environmental Law by Seller or any affiliate of Seller
with respect to the Assets or require the owner or operator of the Assets to
remediate, remove, or respond to an Environmental Condition, or a threatened
Environmental Condition, on or affecting the Assets, or (iv) otherwise adversely
affect the Assets or the ability of Seller to consummate the transactions
contemplated in this Agreement.  Further, except as otherwise reflected in
Schedule 3.1(d), there has been no Release or Threatened Release of
Environmental Contaminants at, to, from or about the Assets.

(e)     Except as otherwise reflected in Schedule 3.1(e), none of the Leases,
Real Property Interests, or Contracts is subject to a preferential right to
purchase, third Person consent to assignment requirement, right of first
refusal, right of first offer, or similar right or restriction.

(f)     Except for approvals by Governmental Authorities customarily obtained
after the Closing, no authorization, consent, approval, exemption, franchise,
permit, or license of, or filing with, any Governmental Authority is required to
authorize, or is otherwise required by any Governmental Authority in connection
with, the valid execution and delivery by Seller of this Agreement, the transfer
of the Assets to Buyer, or the performance by Seller of its other obligations
hereunder.

(g)     Except as set forth on Schedule 3.1(g), each Lease is in full force and
effect.  Seller has, in all material respects, fulfilled all requirements for
filings, certificates, consents, approvals, disclosures, and similar matters
contained in the Leases and applicable Law, and Seller is fully qualified to
own, operate, and transfer the Leases under the terms thereof and applicable
Law.  Seller is not in material breach or material default, and there has
occurred no event, fact, or circumstance that, with the lapse of time or the
giving of notice, or both, would constitute such a material breach or material
default by Seller, with respect to any terms of any Lease, and, to Seller's
Knowledge, no other Person owning an interest in, or serving as operator of, any
Lease is in material breach or material default with respect to any of its
obligations thereunder.  No lessor under any Lease has given or, to Seller's
Knowledge, threatened to give notice of any action to terminate, cancel,
rescind, repudiate, or procure a judicial reformation of any Lease or any
provision thereof.  The Leases contain no express obligations on the part of the
owner(s) thereof, applicable after the Effective Time, to engage in continuous
or other development operations in order to maintain any Lease. The Leases
contain no provisions that increase the royalty share of the lessor thereunder,
except such increases as are reflected in the Net Revenue Interests for the
Leases and Wells set forth in Exhibit B.  Seller has correctly made, or caused
to be correctly made, all payments, including, without limitation, royalties,
rentals, shut-in well payments, and other lease maintenance payments, due in
respect of the Leases thereunder.

(h)     Each of the Real Property Interests is in full force and effect.  Seller
has, in all material respects, fulfilled all requirements for filings,
certificates, consents, approvals, disclosures, and similar matters contained in
the Real Property Interests and applicable Law, and Seller is fully qualified to
own, operate, and transfer the Real Property Interests under the terms thereof
and applicable Law.  Seller is not in material breach or material default, and
there has occurred no event, fact, or circumstance that, with the lapse of time
or the giving of notice, or both, would constitute such a material breach or
material default by Seller, with respect to any of its obligations under any
Real Property Interest, and, to Seller's Knowledge, no other Person owning an
interest in any Real Property Interest or serving as operator of any Property is
in material breach or material default with respect to any of its obligations
thereunder.  No grantor, lessor, licensor, or other counterparty under any Real
Property Interest has given or, to Seller's Knowledge, threatened to give notice
of any action to terminate, cancel, rescind, repudiate, or procure a judicial
reformation of any Real Property Interest or any provision thereof.  Seller has
correctly made, or caused to be correctly made, all rental and other payments
due in respect of the Real Property Interests thereunder.

(i)     Seller has furnished to Buyer true and correct copies of all of the
Contracts described on Exhibit D, and there are no contracts, agreements,
instruments, or documents affecting the Assets other than the Contracts
described on Exhibit D.  With respect to the Contracts: (i) all Contracts are in
full force and effect; (ii) Seller is not in material breach or material
default, and there has occurred no event, fact, or circumstance that, with the
lapse of time or the giving of notice, or both, would constitute such a material
breach or material default by Seller, with respect to the terms of any Contract;
(iii) to Seller's Knowledge, no other party is in material breach or material
default with respect to the terms of any Contract; and (iv) Neither Seller nor,
to Seller's Knowledge, any other party to any Contract has given or threatened
to give notice of any action to terminate, cancel, rescind, or procure a
judicial reformation of any Contract or any provision thereof.  The Assets are
not subject to any Contract containing an area of mutual interest, maintenance
of uniform interest, "before payout" or "after payout" reversion or conversion,
or other provision under which Seller or Buyer may be obligated to make
assignments to third Persons of interests in any Asset after the Effective Time,
except such assignments of interests as are reflected in Schedule 3.1(i) and are
taken into account in the Working Interests and Net Revenue Interests set forth
for the Leases and Wells in Exhibit B.  Except as otherwise shown on Schedule
3.1(i), the Assets are not subject to any tax partnership agreement.

(j)     The Permits described on Exhibit E constitute all necessary Permits
affecting or pertaining to the Assets.  All Transferable Permits are also
described on Exhibit E.  Seller or, to Seller's Knowledge, each operator of the
Assets, as applicable, has complied in all material respects with all Laws and
Permits relating to the Assets, including, without limitation, Environmental
Laws and Laws requiring the provision of surety bonds or other forms of security
or financial assurance with respect to the performance of operations (including,
without limitation, plugging and abandonment operations) on the Assets.  Seller
or, to Seller's Knowledge, each operator of the Assets, as applicable, has all
Permits required in connection with the ownership and operation of the Assets
(including those required under Environmental Laws), and has properly made all
filings necessary or appropriate to obtain such Permits.  All of such Permits
and filings are in full force and effect and to the extent necessary, Seller has
filed for renewal of any such Permits in a manner so that the expiring Permits
remain in full force and effect during the pendency of the application for
renewal.  Neither Seller nor, to Seller's Knowledge, any other Person has
received notice from any Governmental Authority or other Person that any such
applicable Law, Permit, or filing has been violated or not complied with respect
to the Assets by Seller or other Person.

(k)     As of the date of this Agreement, the Wells described on Exhibit B are
the only wells for the production of Hydrocarbons currently located on the
Leases.  All of such Wells have been drilled, completed, and operated within the
boundaries of the Leases or within the limits otherwise permitted by contract
and by applicable Law and in compliance with the provisions of the applicable
Contracts and all applicable Laws.  The production of Hydrocarbons from such
Wells has not been in excess of the allowable production established for each
Well.  Except as otherwise provided in Schedule 3.1(k), none of the Wells has
been plugged and abandoned.

(l)     There are no calls on production, options to purchase, or similar rights
in effect with respect to any portion of Seller's shares of the Hydrocarbons,
and all Contracts for the sale of Hydrocarbons are terminable without penalty on
no more than thirty (30) days' prior notice.  Seller is currently receiving the
prices provided for under such sales Contracts with respect to the Hydrocarbons.
All proceeds from the sale of Hydrocarbons attributable to the interests of
Seller in the Assets have been and are being disbursed to Seller under
appropriate division orders, transfer orders, or similar documents signed by or
otherwise binding on Seller, and no portion of any such proceeds is being held
in suspense, subject to a Claim for refund by the purchaser, used as an offset
or as collateral for other obligations (whether disputed or undisputed), or
otherwise not being paid to Seller as it becomes due in the ordinary course of
business.

(m)     Except as shown in Schedule 3.1(m), as of the date of execution of this
Agreement, Seller has no Claim constituting an Asset, or is subject to any
obligation constituting an Assumed Liability, with respect to any Imbalance that
relates to any of the Assets.  Except for the Imbalances (if any) shown in
Schedule 3.1(m) as to which Seller is subject to an obligation constituting an
Assumed Liability, Seller is not on the date of execution of this Agreement, nor
will be after the Effective Time, obligated by virtue of any prepayment made
under any sales Contract or other Contract containing a "take-or-pay" clause, or
under any production payment, forward sale, balancing, deferred production, or
similar arrangement, to deliver Hydrocarbons produced from or allocable to any
Asset at some future time without receiving full payment therefor at or after
the time of delivery.

(n)     Except as set forth on Schedule 3.1(n), Seller has paid all amounts owed
in connection with the Assets for which Seller has received invoices from the
operator(s) thereof, and there are no outstanding calls or payments due from
Seller under the terms of the Contracts.  Schedule 3.1(n) contains a true and
complete list and description, as of the date of execution of this Agreement, of
all authorities for expenditures, plans of exploration and/or development, and
other commitments as to which Seller has become obligated regarding drilling,
reworking, or other operations or other capital expenditures on or relating to
the Assets for which all of the activities or expenditures anticipated in such
AFEs, plans, or commitments have not been completed prior to the date of this
Agreement.  Except as set forth in Schedule 3.1(n), neither the Leases nor the
Contracts contain any express contractual obligation to drill additional
Hydrocarbon wells or engage in other operations on the Assets as to which Seller
has become obligated, except for obligations arising under offset well
provisions and obligations arising under Contracts that allow the parties
thereto to elect whether to participate.  There are no material operations on
the Leases under any of the Contracts with respect to which Seller or any other
Person has become a non-consenting party, except for those operations set forth
on Schedule 3.1(n), the effects of which are reflected in the Working Interests
and Net Revenue Interests set forth for the Leases and Wells in Exhibit B. The
matters set forth on Schedule 3.1(n) are referred to herein as the "Vendor
Claims."

(o)     Except with respect to those Property-Related Taxes prorated between
Seller and Buyer as provided in Section 10.3, during the period of Seller's
ownership of the Assets, all Property-Related Taxes imposed or assessed with
respect to, measured by, charged against, or attributable to the Assets, or the
ownership thereof, or the production, processing, gathering, treatment,
transportation, and marketing of Hydrocarbons therefrom or allocable thereto, in
each case that became due and payable prior to the Effective Time have been
properly paid.

(p)     Seller has not engaged any financial advisor, broker, or finder, or
incurred any liability, contingent or otherwise, in favor of any such other
Person relating to the transactions contemplated in this Agreement.

(q)     There are no bankruptcy, insolvency, reorganization, or arrangement
proceedings pending, being contemplated by, or to Seller's Knowledge, threatened
against Seller or any affiliate that controls Seller.

(r)     Schedule 3.1(r) lists all insurance policies or self-insurance programs
maintained in effect by Seller or its Affiliates with respect to the Assets as
of the date of execution of this Agreement.  Seller, or its Affiliates, have
paid all premiums required under, and are otherwise in compliance with, the
terms of all such insurance policies or self-insurance programs, all of which
policies or programs, or renewals thereof, have been during the period of
Seller's ownership of the Assets, and are as of the date of execution of this
Agreement, in full force and effect.

(s)     Since February 1, 2007, there has not occurred a Material Adverse
Change.

(t)     The information relating to Seller and the Assets which has been made
available to Buyer is not false or misleading with respect to any material fact
and does not omit any material fact necessary in order to make the statements
therein not misleading.

3.2     Restricted  Shares.
        ------------------
The  Sellers  understand  that:

(a)     the  shares of Restricted Stock comprising the Stock Consideration to be
delivered  pursuant  to  this  Agreement  are  "restricted securities" under the
federal  securities  laws  of  the  United States inasmuch as they have not been
registered  under the Securities Act of 1933, as amended (the "Securities Act"),
and shall be acquired from Buyer in a transaction exempt from registration under
the  Securities  Act  pursuant  to  Section  4(2)  thereof  or Regulation D
promulgated  thereunder;

(b)     the shares of Restricted Stock must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities Act or is
exempt from registration.  In this connection, each Seller represents that it is
familiar with Rule 144 promulgated under the Securities Act, as currently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act;

(c)     the shares of Restricted Stock will bear a legend to such effect;

(d)     Buyer will cause its transfer agent to make a notation on its transfer
books to such effect; and

(e)     Each holder of shares of Restricted Stock shall be restricted from
selling, transferring or otherwise disposing of any or all of such shares until
the ninth month commencing after the Closing Date, and, thereafter, in any
ninety (90) day period, holder of shares of Restricted Stock, to the extent
permitted by law, may only sell, transfer or otherwise dispose of a maximum of
25% of the total number of shares of Restricted Stock such holder received in
connection with the transactions contemplated herein.

3.3     Accredited  Investor;  Purchase  Entirely  For  Own  Account.
        ------------------------------------------------------------
  Seller  is  an  accredited  investor  as  defined  in  Regulation  D under the
Securities  Act.  Seller is acquiring the shares of Restricted Stock pursuant to
this  Agreement  for  investment  only  for its own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof and
shall  not offer to sell or otherwise dispose of any of the shares of Restricted
Stock so acquired by the Seller in violation of the registration requirements of
the  Securities  Act or the securities laws of any other jurisdiction applicable
to  the  transactions  contemplated  hereby  or  the  Seller.  By executing this
Agreement,  the  Seller  further  represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
shares  of  the  Restricted  Stock.

3.4     Disclosure  of  Information.
        ---------------------------
  Seller  represents  and  warrants  to  Buyer  as  follows:
(a)     Seller  has  conducted  its  own  independent  investigation, review and
analysis  of  the  business,  operations,  assets,  liabilities,  results  of
operations,  financial  condition  and  prospects  of  Buyer;  and
(b)     Seller acknowledges that, except as set forth in this Agreement, none of
Buyer nor any of its affiliates, employees, agents, advisors or representatives
(collectively, "Buyer Affiliates") makes or has made any representation or
warranty, either express or implied, as to the accuracy or completeness of any
of the information provided or made available to Seller or any of its
affiliates, employees, agents or representatives (collectively, "Seller
Affiliates").  Seller further agrees that, to the fullest extent permitted by
law, neither Buyer nor any Buyer Affiliate shall have any liability or
responsibility whatsoever to Seller or any Seller Affiliate on any basis
(including in contract or tort, under federal or state securities laws or
otherwise) based upon any information provided or made available, or statements
made, to Seller or Seller Affiliate (or any omissions therefrom), other than (in
the case of Buyer) in respect of the specific representations and warranties set
forth in Section 3.8 of this Agreement.

3.5     Investment  Experience.
        ----------------------
  Seller  has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of the investment in the shares
of Restricted Stock.  Seller is able to bear the economic risk of its investment
in  the  shares  of  Restricted  Stock  for an indefinite period of time and can
afford  a  complete  loss  of  his investment in the shares of Restricted Stock.

3.6     General  Solicitation.
        ---------------------
  Seller  was  not  offered  or sold the shares of Restricted Stock, directly or
indirectly,  by  means  of  any  form  of  general  solicitation  or  general
advertisement.

3.7     Reliance.
        --------
  Seller  understands  and acknowledges that: (i) the shares of Restricted Stock
are  being  offered and sold to it without registration under the Securities Act
in  a  transaction  that  is  exempt  from  the  registration  provisions of the
Securities  Act  and (ii) the availability of such exemption depends in part on,
and  Buyer  will  rely  upon  the  accuracy  and  truthfulness of, the foregoing
representations  and  the  Seller  hereby  acknowledges  and  consents  to  such
reliance.

3.8     Representations  and  Warranties  of  Buyer.
        -------------------------------------------
Buyer  represents  and  warrants  to  Sellers  as  follows:

(a)     Buyer  is  a  corporation  duly organized, validly existing, and in good
standing  under  the Laws of the State of Nevada.  Buyer has all requisite power
and  authority  to  own and operate its property and to carry on its business as
now  conducted.

(b)     Buyer has full capacity, power, and authority to enter into and perform
this Agreement and the transactions contemplated herein.  The execution,
delivery, and performance by Buyer of this Agreement have been duly and validly
authorized and approved by all necessary action of Buyer.  This Agreement and
the documents executed in connection herewith are, or upon their execution and
delivery will be, the valid and binding obligations of Buyer and enforceable
against Buyer in accordance with their terms, subject to the effects of
bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as well as
to principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) provided that only the obligations
regarding the Restricted Stock are valid and binding obligations of Buyer.  The
Stock Consideration when issued to the Seller pursuant to this Agreement will
constitute duly authorized, validly issued, fully paid and non-accessible shares
of Restricted Stock.

(c)     The execution, delivery, and performance by Buyer of this Agreement and
the consummation of the transactions contemplated herein will not (i) conflict
with or result in a breach of any provision of the organizational documents of
Buyer, (ii) result in a default or the creation of any Lien or give rise to any
right of termination, cancellation, or acceleration under any of the terms of
any note, bond, mortgage, indenture, license, or other agreement to which Buyer
is a party or by which Buyer or any of its property may be bound, or (iii)
violate any order, writ, injunction, judgment, decree, or Law applicable to
Buyer or its property.

(d)     There is no Claim by any Person or Governmental Authority (including,
without limitation, expropriation or forfeiture proceedings), and no legal,
administrative, or arbitration proceeding pending or, to Buyer's Knowledge,
threatened against Buyer, or to which Buyer is a party, that reasonably may be
expected to have a material adverse effect upon the ability of Buyer to
consummate the transactions contemplated in this Agreement.

(e)     Except for approvals by Governmental Authorities customarily obtained
after the Closing, no authorization, consent, approval, exemption, franchise,
permit, or license of, or filing with, any Governmental Authority or any other
Person is required to authorize, or is otherwise required in connection with,
the valid execution and delivery by Buyer of this Agreement, the performance by
Buyer of its obligations hereunder and thereunder or the performance by Buyer of
its limited obligations hereunder and thereunder regarding the Restricted Stock.

(f)     Buyer has not engaged any other financial advisor, broker, agent or
finder, or incurred any liability, contingent or otherwise, in favor of any
other such Person relating to the transactions contemplated by this Agreement
for which Seller would be responsible.

(g)     There are no bankruptcy, insolvency, reorganization, or arrangement
proceedings pending, being contemplated by, or, to Buyer's Knowledge, threatened
against Buyer or any affiliate that controls Buyer.

(h)     Buyer is acquiring the Assets for its own account, for investment, and
not with a view to, or for offer or resale in connection with, a distribution
thereof (including, without limitation, the transfer of fractional undivided
interests therein) within the meaning of the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, or a distribution thereof
in violation of any applicable securities Law.  If, in the future, Buyer sells,
transfers, or otherwise disposes of the Assets, or any portion thereof, or any
fractional undivided interest therein, Buyer will do so in full compliance with
any applicable securities Laws.

(i)     Buyer has filed with the SEC, and has heretofore made available to the
Seller true and complete copies of, each quarterly report, annual report,
current report and proxy statement required to be filed with the SEC since
_______________, 2006 under the Securities Exchange Act of 1934 (collectively,
the "SEC Reports").  As of the respective dates such SEC Reports were filed or,
if any such SEC Reports were amended, as of the date such amendment was filed,
each of the SEC Reports, including any financial statements or schedules
included therein, (a) complied in all material respects with all applicable
requirements of the Securities Act of 1933 and the Exchange Act of 1934, as the
case may be, and the applicable rules and regulations promulgated thereunder,
and (b) did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

(j)     Buyer  has  such knowledge and experience in the ownership and operation
of  oil  and  gas properties and financial and business matters as to be able to
evaluate  the merits and risks of an investment in the Assets.  Buyer is able to
bear  the  risks  of  an  investment in the Assets and understands risks of, and
other  considerations  relating  to,  a  purchase  of  the  Assets.

(k)     Buyer  has  conducted  its  own  independent  investigation,  review and
analysis  of  the  business,  operations,  assets,  liabilities,  results  of
operations,  financial  condition  and  prospects  of  Assets;  and

(l)     Buyer acknowledges that, except as set forth in this Agreement, none of
any Seller nor any of a Seller's affiliates, employees, agents, advisors or
representatives (collectively, "Seller Affiliates") makes or has made any
representation or warranty, either express or implied, as to the accuracy or
completeness of any of the information provided or made available to the Buyer
or the Buyer Affiliates.  Buyer further agrees that, to the fullest extent
permitted by law, neither a Seller nor any Seller Affiliate shall have any
liability or responsibility whatsoever to Buyer or any Buyer Affiliate on any
basis (including in contract or tort, under federal or state securities laws or
otherwise) based upon any information provided or made available, or statements
made, to Buyer or Buyer Affiliate (or any omissions therefrom), other than (in
the case of Seller) in respect of the specific representations and warranties
set forth in Section 3.1 through Section 3.6 of this Agreement.

(m)     The information relating to Buyer and the Restricted Stock which has
been made available to Buyer is not false or misleading with respect to any
material fact and does not omit any material fact necessary in order to make the
statements therein not misleading.


3.9     Disclaimers.
        -----------
(a)       To  the  extent  required  by  applicable  Law  to  be  operative, the
disclaimers of certain warranties contained in this Section 3.9 are "conspicuous
disclaimers"  for  purposes  of  any  applicable  Law.  THE  EXPRESS
REPRESENTATIONS  AND WARRANTIES OF SELLERS CONTAINED IN SECTIONS 3.1 THROUGH 3.8
ABOVE  AND  THE  SPECIAL  WARRANTY  OF  TITLE  BY  SELLERS  IN  THE  CONVEYANCE
(COLLECTIVELY  "SELLER'S WARRANTIES") ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
REPRESENTATIONS  AND  WARRANTIES,  EXPRESS,  IMPLIED,  STATUTORY  OR  OTHERWISE.
SELLERS  EXPRESSLY  DISCLAIMS  ANY  AND  ALL  SUCH  OTHER  REPRESENTATIONS  AND
WARRANTIES.  WITHOUT  LIMITATION  OF  THE  FOREGOING  AND  EXCEPT  FOR  SELLER'S
WARRANTIES,  THE  ASSETS  SHALL  BE  CONVEYED  PURSUANT  HERETO  WITHOUT (A) ANY
WARRANTY  OR  REPRESENTATION  WHETHER  EXPRESS,  IMPLIED, STATUTORY OR OTHERWISE
RELATING  TO  TITLE  TO  ANY  OF  THE  ASSETS, THE CONDITION, QUANTITY, QUALITY,
FITNESS  FOR  A  PARTICULAR  PURPOSE,  CONFORMITY  TO  THE  MODELS OR SAMPLES OF
MATERIALS  OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE OR
(B)  ANY  OTHER  EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION
WHATSOEVER.

3.10     AMEX  Application
         -----------------
..  Buyer  will  use  its  commercially reasonable efforts to have the Restricted
Stock  listed  on  the  American  Stock Exchange as promptly as permitted by the
applicable  rules  of  the  American  Stock  Exchange.

ARTICLE IV.

ACCESS; DUE DILIGENCE

4.1     Access  to  Records.
        -------------------
  Through  the  Closing  Date,  Sellers  shall  provide  to  Buyer  and  its
representatives  full  access,  during normal business hours (and, if reasonably
requested,  such  other  times  as  Buyer may deem necessary to complete its due
diligence within the time period provided herein and for a period of one hundred
twenty  (120)  days  after  the closing date) at either Seller's offices, to all
books,  records,  documents,  and  information  of  every  kind  and  character
(including,  without  limitation, originals or photocopies, as available, of the
Leases,  the  Real  Property Interests, the Contracts, the Permits, the Records,
and  the  Transferable Data) in a Seller's possession relating in any way to the
Assets.  Sellers  shall  also  cause  their employees, counsel, accountants, and
other consultants to cooperate with and assist Buyer in connection with such due
diligence  review.  Unless  prohibited from doing so by confidentiality or other
contractual  arrangements  between  a Seller and third Persons, Buyer shall have
the  right  to photocopy such books, records, documents, and information, or any
portion  thereof,  at Buyer's expense.  If Buyer requests information not in the
possession  of  a  Seller,  Sellers  shall  use reasonable efforts to obtain the
requested  information,  at  Buyer's  expense,  from the applicable operators or
other  Persons.

4.2     Operation  and  Environmental  Assessment.
        -----------------------------------------
  Through  the  Closing  Date,  Sellers  shall  afford,  or shall use reasonable
efforts to cause relevant operators or other Persons to afford, to Buyer and its
authorized  representatives, at reasonable times and at the sole cost, risk, and
expense of Buyer or its representatives, as applicable, reasonable access to and
entry  upon  all  of  the  Leases,  Wells,  and  Real Property Interests for the
purposes  of  Buyer's  on-site  inspections  and  inventories  of  the  Assets
(including, without limitation, the witnessing of well tests, the examination of
well logs and other geological and geophysical data, and the performance of soil
and water tests and such other tests, inspections, examinations, investigations,
and  studies  as  Buyer  deems  necessary  to  permit  Buyer  to prepare reserve
engineering  and  other  reports  relating  to,  and  assess the operational and
environmental  condition  of, the Assets) and reasonable access to any employees
or  contract  personnel that have been involved with the operation, maintenance,
or  development  of  the  Assets.

4.3     Defects,  Environmental  Conditions  and  Related  Adjustments.
        --------------------------------------------------------------
(a)     At  any time prior to ninety (90) days following the Closing Date, Buyer
may  give  to  Sellers  written  notice  of any claimed Defect or of any claimed
Environmental  Condition discovered by Buyer through Buyer's EPA study performed
by  Halff  and  Associates or otherwise.  Each such notice shall set forth (i) a
detailed  description  of the relevant Defect or Environmental Condition and, as
applicable,  the  Asset  affected thereby, (ii) the Defect Amount or Remediation
Estimate  applicable  thereto  as  determined  by  Buyer, and (iii) the specific
documentation  or  action  that  Buyer requests to cure or remedy such Defect or
Environmental  Condition.  In  addition,  if a Seller is aware or becomes aware,
between  the  date  of  execution of this Agreement and the Closing Date, of any
Environmental  Condition  affecting  any  Asset,  Sellers shall provide to Buyer
written  notice  of  such  fact.  Any  Environmental  Condition  thus brought to
Buyer's  attention by a Seller shall be deemed to have been asserted by Buyer in
a  timely  manner as provided in this Section 4.3(a).  Defects and Environmental
Conditions discovered by Buyer in its due diligence pertaining to the Assets but
not asserted in a timely manner as provided in this Section 4.3(a) shall be
deemed  to  have  been waived by Buyer, and shall become Assumed Liabilities for
purposes  hereof.

(b)     Sellers  shall  have the first right and option, but not the obligation,
to  cure or remedy all such Defects or Environmental Conditions at Seller's sole
cost,  risk,  and  expense  (and  in  the case of an Environmental Condition, in
accordance  with  applicable Environmental Laws) consistent with the current use
of  the  Asset and in a manner reasonably acceptable to Buyer.  If Sellers elect
to  cure or remedy a Defect or Environmental Condition, Sellers shall provide to
Buyer  written  notice  of such fact no later than three (3) Business Days after
their  receipt of Buyer's notice.  The failure of Sellers to give such notice to
Buyer  within  such  three-Business  Day  period shall constitute an election by
Sellers  not  to  cure or remedy the relevant Defect or Environmental Condition.

(c)     If Sellers elect to cure or remedy a Defect or Environmental Condition,
Sellers will commence such curative activities or remediation as soon as
reasonably practicable after their receipt of Buyer's notice and shall promptly
and diligently continue such efforts until such Defect or Environmental
Condition has been fully cured or remediated (in the case of an Environmental
Condition, in accordance with applicable Environmental Laws), but in no event
more than sixty (60) days after Buyer's notice.  If Sellers do not complete such
curative activities or remediation prior to the expiration of such sixty-day
period, (i) Buyer may elect to offer Sellers an extension of time within which
to complete such curative or remedial actions; or (ii) in the absence of such an
extension, Sections 4.3(d) and 4.3(e), or Section 4.3(f), as applicable, will
govern.

(d)     If Sellers elect, or is deemed to have elected, not to cure a Defect
asserted in a timely manner under Section 4.3(a), or if a Seller is unable to
cure a Defect in a timely manner as provided in Section 4.3(c), then except as
provided hereinafter, Buyer shall have the right to an adjustment to the
Adjusted Cash Consideration, by the Defect Amount for such Defect, which
adjustment shall be accomplished by access to the Holdback, as provided in
Section 8.4 below, except that no downward adjustment of the Adjusted Cash
Purchase Price on account of Defects shall occur unless the aggregate amount of
all Defect Amounts exceeds $25,000 (the "Defect Amount Threshold"), but if the
Defect Amount Threshold is met, the Defect Amount for all Defects shall reduce
the Cash Purchase Price subject to the limits set forth in Section 8.4.

(e)     If Buyer purchases at the Closing an Asset burdened by a preferential
right to purchase or similar right that has not been exercised as of the Closing
Date, regardless of whether the time period for the exercise of such right has
expired, no reduction of the Adjusted Consideration paid at the Closing shall be
made with respect thereto.  If, for any reason, such preferential right to
purchase or similar right is successfully exercised by the holder thereof after
the Closing, Buyer shall be entitled to retain all proceeds paid for the
affected Asset by the holder of the relevant preferential right to purchase or
similar right, and the Seller who sold the respective Asset shall pay to Buyer,
in cash, an amount equal to the excess (if any) of the Allocated Value of such
Asset (adjusted as provided in Sections 2.3(c)(ii) and 2.3(d)(ii) and net of
applicable Property-Related Taxes) over the proceeds received by Buyer from the
holder of such preferential right to purchase.

(f)     If Sellers elect, or is deemed to have elected, not to remedy an
Environmental Condition asserted in a timely manner under Section 4.3(a), or if
Sellers are unable to remedy an Environmental Condition in a timely manner as
provided in Section 4.3(c), then except as provided hereinafter, Buyer shall
receive a reduction in the Cash Purchase Price equal to the actual costs,
including, without limitation, Liabilities to Governmental Authorities and other
Persons (or in the absence of actual costs, the Remediation Estimate agreed to
by Sellers and Buyer or determined by arbitration as provided in Section
4.3(g)), to remedy the relevant Environmental Condition, in which case, such
unremedied Environmental Condition shall become an Assumed Liability for
purposes hereof.

(g)     Sellers and Buyer shall endeavor, in good faith, to agree on the
existence of all claimed Defects or Environmental Conditions, the methods of
curing or remedying such Defects or Environmental Conditions, and the Defect
Amounts or Remediation Estimates applicable thereto.  In the event of a dispute
concerning any of such matters that is not resolved prior to the Closing, either
Buyer or Sellers may initiate arbitration of such dispute pursuant to the terms
of Section 10.11.  Following the issuance of the arbitrator's decision, Sellers
and Buyer shall have the rights and options provided in Section 4.3(d) and
Section 4.3(e), or Section 4.3(f), as applicable.

ARTICLE V.

OTHER MATTERS PRIOR TO CLOSING

5.1     Operations.
        ----------
  Each  Seller  shall  with  respect  to  its  Assets,  to the extent within its
reasonable control: (a) cause the Assets to be maintained and operated in a good
and  workmanlike  manner  consistent  with past practices and in compliance with
applicable  Laws;  (b)  obtain  the  prior  written  consent  of Buyer as to all
material  decisions  relating  to  the Assets (other than decisions required for
safety purposes or by other emergencies), including, without limitation, (i) all
contracts  or agreements regarding the sale of Hydrocarbons with terms of ninety
(90)  days  or more, (ii) proposed expenditures after the date of this Agreement
related  to  any individual Asset in an amount greater than U.S. $25,000.00, net
to Seller's interests, (iii) all farmout or farmin proposals or agreements, (iv)
all  operations  as to which a Seller or any other co-owner of an Asset proposes
not  to  participate,  (v)  the plugging and abandonment of any Well or Personal
Property  included in the Assets, (vi) the amendment, release, or abandonment of
any  Lease,  or  portion thereof, (vii) the waiver, compromise, or settlement of
any  right  or  Claim  pertaining  to  the  Assets, (viii) all amendments to, or
waivers  of  rights  under,  or  termination  of  any  Real Property Interest or
Contract,  and  (ix)  the  initiation  of any proceeding before any Governmental
Authority  pertaining  to  the Assets; (c) perform all material obligations of a
Seller  under  the  Leases, Real Property Interests, Contracts, and Permits; (d)
promptly  notify  Buyer of (i) any notice or threatened notice of which a Seller
becomes  aware  relating  to  any default, inquiry into any possible default, or
action  to  alter,  terminate,  rescind,  repudiate,  or  procure  a  judicial
reformation  of  any  Lease, Real Property Interest, Contract, or Permit, or any
provision  thereof,  (ii)  any new suit, action, or other proceedings before any
court  or  Governmental  Authority  relating  to the Assets, and (iii) any other
event, fact, or circumstance of which a Seller becomes aware that may materially
impair  the  value  of  the  Assets or the ability of a Seller to consummate the
transactions  contemplated  herein;  (f)  maintain all permits in full force and
effect (including making application for renewal of Permits if required for such
Permits  to  remain  in  full  force  and  effect  during  the  pendency  of the
application  and make or give all notifications, filings, consents, or approvals
from,  to,  or  with  all  Governmental  Authorities, and take all other actions
reasonably  requested  by Buyer that are necessary for, and cooperate with Buyer
in obtaining, the issuance, assignment, or transfer, as the case may be, by each
such Governmental Authority of such Permits as may be necessary for Buyer to own
and operate the Assets after the Closing if Buyer chooses to become the operator
of  any  of  the  Assets;  (g)  maintain in effect insurance with respect to the
Assets  providing  the  same type of coverage, in the same amounts, and with the
same  deductibles as the insurance maintained in effect by a Seller with respect
to  the  Assets  and  described on Schedule 3.1(r); (h) timely pay and discharge
when  due  all costs and expenses incurred in connection with the Assets, except
to the extent contested in good faith by a Seller utilizing appropriate actions,
and  otherwise  keep  the  Assets free of Liens that do not constitute Permitted
Encumbrances; (i) not mortgage, pledge, encumber, dedicate, or sell, or agree to
mortgage,  pledge, encumber, dedicate, or sell, any portion of the Assets except
for  the  disposition  of  Hydrocarbons  in  the  ordinary  course of a Seller's
business pursuant to Contracts in effect on the date hereof; and (j) perform all
of  the  "Binding  Provisions  of  the  Letter  of  Intent,"  including  without
limitation,  Section  2.4(h)  thereof.

5.2     [Intentionally  Omitted]

5.3     Imbalances and Other Matters.
  As  soon  as  reasonably  practicable,  but  in  no  event later than five (5)
Business  Days  after  the execution of this Agreement, Sellers shall provide to
Buyer  written  notice setting forth the status and extent of any Imbalances, as
well  as  any  "take-or-pay",  prepayment,  forward  sale,  production  payment,
deferred  production,  and  similar  arrangements, in effect with respect to the
Assets  as  of  the  Effective Time.  For purposes of the adjustment of the Cash
Purchase Price pursuant to Sections 2.3(b) and 2.3(c), such Imbalances and other
arrangements  shall  be  valued  based upon the contract price applicable to the
relevant  category of Hydrocarbons (or if there is no contract price, the market
value  thereof)  as of the Effective Time.  In the event of a dispute concerning
the  market  value  of  any  such Hydrocarbons that is not resolved prior to the
Closing,  either  Buyer  or  Sellers  may  initiate arbitration  of such dispute
pursuant  to  the  terms  of  Section  10.11.  In  that event, if necessary, the
Closing  shall  be  deferred until three (3) Business Days after the issuance of
the  decision  of  the  arbitrators  as  to  such  dispute.

5.4     Publicity.
        ---------
  Sellers  and  Buyer  shall  consult  with  each other with regard to all press
releases or other public or private announcements issued or made at or after the
date  of  execution  hereof  concerning  this  Agreement  or  the  transactions
contemplated  herein  that names the other party, and, except as may be required
by  applicable  Laws  or  the  applicable  rules  and  regulations  of any stock
exchange, neither Buyer nor a Seller shall issue any such press release or other
publicity  that  names  the other party without the prior written consent of the
other  party,  which  shall  not  be  unreasonably  withheld.

5.5     Compliance  with  Conditions.
        ----------------------------
  Promptly  following the execution of this Agreement, Sellers shall send to the
holder  of each preferential right to purchase, right of first refusal, right of
first  offer,  or similar right burdening an Asset and each Person whose consent
to  an  assignment  of  an  Asset  is required prior to the Closing such written
notice concerning the transactions contemplated in this Agreement as is required
under  the  terms of the document or instrument creating such right or requiring
such consent, requesting, as applicable, the waiver of the relevant right or the
granting  of  the  required  consent.  In  addition,  each  Party  will  proceed
diligently  to  cause  all of the conditions to the other Party's obligations to
close to be satisfied.  If the conditions to a Party's obligations to close have
been  satisfied,  or  expressly  waived  by  such  Party,  in a timely manner as
provided  herein,  and such Party refuses to close, the Party refusing to close,
at  the  option of the other Party or Parties, as applicable, shall be deemed to
have  breached  this  Agreement.

5.6     Maintenance  of  Existence.
        --------------------------
  Until  the  Closing,  Buyer  and a Seller shall maintain its existence and its
rights  and  franchises  and  procure  the  extension  or  renewal of any right,
franchise,  or  privilege  expiring  as  the  result  of  the  lapse  of  time.

5.7     Mutual  Assurances.
        ------------------
  Subject  to  the  terms  of  this  Agreement,  each  Party will use reasonable
commercial  efforts  to take, or to cause to be taken, all actions and to do, or
cause  to  be  done, all things necessary, proper, or advisable under applicable
Laws  to  consummate  and  make  effective the transactions contemplated by this
Agreement,  including  (a)  cooperation  in  determining  whether  any  action,
approval,  or  waiver  by  or  in  respect  of, or filing with, any Governmental
Authority  is  required  in connection with the consummation of the transactions
contemplated  by  this  Agreement;  (b) cooperation in seeking and obtaining any
such  actions,  approvals,  waivers,  or  filings;  and (c) the execution of any
additional  instruments  necessary  to  consummate the transactions contemplated
hereby.

5.8     Notification  of  Certain  Matters.
        ----------------------------------
  Each  Party  shall  give  prompt  notice  to  the  other  Party or Parties, as
applicable,  of  (a)  the occurrence or nonoccurrence of any event that would be
likely  to  cause any representation or warranty of such Party contained in this
Agreement  to be untrue or inaccurate in any material respect at or prior to the
Closing  Date  and  (b)  any  material  failure  of such Party to comply with or
satisfy  any  covenant, condition, or agreement to be complied with or satisfied
by  it hereunder; provided, however, that the delivery of any notice pursuant to
this  Section  5.8  shall  not  limit or otherwise affect the remedies available
hereunder  to  the  Party  or  Parties,  as  applicable,  receiving such notice.

5.9     Designation  as  Operator.
        -------------------------
  On  or after the Closing Date, upon Buyer's request, any a Seller shall resign
as operator of all Assets as to which that a Seller has served as operator prior
to  the  Closing.  Sellers  do not warrant or guarantee that, after the Closing,
Buyer will become the operator of any Asset operated by a Seller or prior to the
Closing  as to which there are co-owners of the relevant Lease(s).  With respect
to each such Asset, upon Buyer's request, Sellers shall support Buyer in Buyer's
efforts  to  be named replacement operator of such Assets under the terms of the
applicable  Contracts effective as of the Possession Time (or as soon thereafter
as  is  reasonably  practicable)  and will use reasonable commercial efforts, at
Buyer's  cost,  to  obtain  the  votes  of  the  other co-owners in the relevant
Lease(s)  in  favor of such election.  Within five (5) Business Days after Buyer
is  named  or  entitled  to  be  replacement  operator  under  the  terms of the
applicable  Contracts,  Sellers  and  Buyer shall make all necessary filings and
take  all  other  actions  necessary  to  cause the resignation of any Seller as
operator  and  Buyer's designation as the replacement operator of such Assets to
be  recognized  and,  if  required,  approved  by  all  relevant  Governmental
Authorities.  In  each case, Sellers shall use reasonable commercial efforts, at
Buyer's expense, to assist Buyer in assuming the timely operation and management
of  such  Assets.

5.10     Advances.
         --------
  Pursuant to Section 2.4(i) of the "Binding Provisions of the Letter of Intent,
Buyer  has  provided  to  Sellers  cash  advances  ("Advances")  to fund certain
completion  and  drilling  operations on the portions of the Leases specified in
Section  2.4(i)  of  the  "Binding  Provisions of the Letter of Intent (the "PUD
Operations").  Sellers  agree  to furnish, or to cause to be furnished, to Buyer
copies  of  each  of  the  following  items  for  each  affected  Well:

(a)     daily  drilling  reports;
(b)     core  analyses;
(c)     mud logs;
(d)     electrical induction logs and surveys, neutron logs, velocity surveys,
and other logs, surveys, and tests;
(e)     well test and completion reports; and
(f)     all reports made to any Governmental Authority.

ARTICLE VI.

CONDITIONS; TERMINATION; REMEDIES

6.1     Conditions  Precedent  to  Seller's  Obligation  to  Close.
        ----------------------------------------------------------
  All obligations of a Seller under this Agreement are subject, at that Seller's
option,  to  the  fulfillment,  on  or prior to the Closing Date, of each of the
following  conditions:

(a)     each  and  every  representation  and  warranty  of  Buyer,  under  this
Agreement  shall  be  true  and  accurate  in  all material respects (and in all
respects,  in  the  case  of  representations  and  warranties  qualified  by
materiality)  as  of  the date when made and shall be deemed to be made again at
and  as  of the Closing Date and shall then be true and accurate in all material
respects  (and  in  all  respects, in the case of representations and warranties
qualified  by  materiality);

(b)     Buyer, shall have performed and complied in all material respects with
each and every covenant, agreement, and condition required by this Agreement to
be performed or complied with, executed and delivered all documents required to
be delivered, and otherwise taken all actions required to be taken, in each case
by Buyer on or prior to the Closing Date;

(c)     no suit, action, or other proceeding shall be pending or threatened
before any court or arbitration tribunal or any Governmental Authority seeking
to enjoin, restrain, prohibit, or declare illegal, or seeking substantial
damages in connection with, the transactions contemplated in this Agreement;

(d)     Buyer shall have received all consents, authorizations, waivers, and
approvals required to be obtained prior to the Closing by any court or
Governmental Authority under any applicable Law concerning the transactions
contemplated herein;

(e)     Buyer shall have delivered to Sellers a certificate, dated and effective
as of the Closing Date, executed by the president or an authorized vice
president of Buyer, certifying to a Seller that on the Closing Date, the
representations and warranties of Buyer contained in this Agreement are true and
correct in all material respects (and in all respects, in the case of
representations and warranties qualified by materiality) and all covenants of
Buyer contained herein have been performed in all material respects provided
that Buyer's certificate shall only relate to the Restricted Stock; and

(f)     Buyer shall have completed due diligence reviews satisfactory to Buyer
with respect to the Assets and shall have notified Sellers to that effect in
writing

6.2     Conditions  Precedent  to  Buyer's  Obligation  to  Close.
        ---------------------------------------------------------
  All  obligations of Buyer under this Agreement are subject, at Buyer's option,
to  the  fulfillment,  on or prior to the Closing Date, of each of the following
conditions:

(a)     each  and  every  representation  and  warranty  of  Sellers  under this
Agreement  shall  be  true  and  accurate  in  all material respects (and in all
respects,  in  the  case  of  representations  and  warranties  qualified  by
materiality)  as  of  the date when made and shall be deemed to be made again at
and  as  of the Closing Date and shall then be true and accurate in all material
respects  (and  in  all  respects, in the case of representations and warranties
qualified  by  materiality);

(b)     Sellers shall have performed and complied in all material respects with
each and every covenant, agreement, and condition required by this Agreement to
be performed or complied with, executed and delivered all documents required to
be delivered, and otherwise taken all actions required to be taken, in each case
by Sellers on or prior to the Closing Date;

(c)     no suit, action, or other proceeding shall be pending or threatened
before any court or arbitration tribunal or any Governmental Authority seeking
to restrain, prohibit, or declare illegal, or seeking substantial damages in
connection with, the transactions contemplated in this Agreement;

(d)     Sellers shall have received all consents, authorizations, waivers, and
approvals required to be obtained prior to the Closing by any court or
Governmental Authority under any applicable Law concerning the transactions
contemplated herein (including, without limitation, all consents and
authorizations, if any, from Governmental Authorities required to be obtained
with respect to the Transferable Permits prior to the Closing);

(e)     Sellers shall have delivered to Buyer all consents to assignment,
waivers of preferential rights to purchase, and other similar matters (if any)
from third Persons required to be obtained prior to the Closing under the terms
of the Leases, the Real Property Interests, and the Contracts, in each case as a
result of the transactions contemplated in this Agreement;

(f)     Sellers shall have delivered to Buyer a certificate, dated and effective
as of the Closing Date, executed by the president or an authorized vice
president of a Seller, certifying to Buyer that, on the Closing Date, the
representations and warranties of a Seller contained in this Agreement are true
and correct in all material respects (and in all respects, in the case of
representations and warranties qualified by materiality) and that all covenants
of a Seller contained herein have been performed in all material respects;

(g)     Buyer shall have completed due diligence reviews satisfactory to Buyer
with respect to the Assets.

6.3     Termination.
        -----------
  This Agreement may be terminated, and the transactions contemplated herein may
be  abandoned  at  any  time  prior  to  the  Closing:

(a)     by  mutual  written  consent  of  Sellers  or  Buyer;
(b)     by Sellers, at Sellers' option, if any of the conditions applicable to
Buyer set forth above in Section 6.1 have not been satisfied as provided therein
on or before the Scheduled Closing Date; and
(c)     by Buyer, at Buyer's option, if any of the conditions applicable to
Sellers set forth above in Section 6.2 have not been satisfied as provided
therein on or before the Scheduled Closing Date.

6.4     Remedies.
        --------
  If  this  Agreement  is  terminated by (a) either Sellers or Buyer pursuant to
Section  6.3(a),  (b)  Sellers  pursuant  to  Section 6.3(b) if the condition in
Section  6.1(c)  is  not  satisfied, (c) Buyer pursuant to Section 6.3(c) if the
condition  in  Section 6.2(c), Section 6.2(g), Section 6.2(h), or Section 6.2(i)
is  not satisfied, no Party shall have any further liability to the other as the
result  of such termination.  If this Agreement is otherwise terminated pursuant
to  either  Section  6.3(b)  or  Section  6.3(c), the terminating Party shall be
entitled  to  all  remedies  available  at  law or in equity, including, without
limitation,  the remedy of specific performance, subject to the terms of Section
9.6.  If  a  Party resorts to legal proceedings to enforce this Agreement or any
part  thereof,  the  prevailing  Party  in such proceedings shall be entitled to
recover  all costs incurred by such Party, including reasonable attorneys' fees,
in  addition  to  any  other  relief  to  which  such  Party  may  be  entitled.

6.5     Conveyance  of  Interests.
        -------------------------
  If this Agreement is terminated, for any reason, prior to the Closing, Sellers
will  repay  to  Buyer  any  and  all Advances in full, including 10% annualized
interest within 90 days of termination of this Agreement, and if such payment is
not timely made, Sellers shall convey to Buyer the undivided interests specified
on  Schedule  6.5.  Sellers  hereby  grant  to Buyer a lien in and to all of the
Assets  to  secure  Sellers'  obligations  under  this  Section  6.5.

ARTICLE VII.

CLOSING

7.1     Closing.
        -------
  The Closing shall be held at the offices of Buyer as indicated in Section 10.5
at  10:00  A.M.,  Central  Time,  on  September 25, 2007 (the "Scheduled Closing
Date"),  or  on such other date as may be agreed to by the Parties.  The date of
the Closing, whenever it occurs as provided herein, is referred to herein as the
"Closing  Date."

7.2     Preliminary  Settlement  Statement.
        ----------------------------------
  No later than three (3) Business Days prior to the Closing Date, Sellers shall
prepare and submit to Buyer a preliminary settlement statement (the "Preliminary
Settlement  Statement"),  which  sets  forth  Sellers'  estimate of the Adjusted
Consideration,  reflecting  the  calculation  of  the  Cash  Purchase  Price  in
accordance  with Section 2.3(b) and each adjustment and proration and its method
of  calculation  made  in  accordance  with  this  Agreement  as  of the date of
preparation  of  such  Preliminary  Settlement  Statement,  together  with  the
designation  of  each  Seller's  account for the wire transfer of such estimated
Adjusted  Consideration  pursuant  to  Section  7.3.  If,  for any reason, Buyer
disputes  any information contained in the Preliminary Settlement Statement, and
Buyer  and Sellers are unable to resolve such dispute prior to the Closing Date,
the  Parties  shall submit the dispute to arbitration pursuant to Section 10.11,
and  the  Closing  shall  be  deferred  until  three (3) Business Days after the
issuance  of  the  decision  of  the  arbitrators  as  to  such  dispute.

7.3     Actions  at  Closing.
        --------------------
  At  the  Closing,  Sellers  and  Buyer  shall  take  the  following  actions:

(a)     Sellers  and  Buyer shall each execute and deliver (i) the Conveyance in
sufficient  counterparts  to  facilitate recording in all relevant jurisdictions
and  (ii)  the  Preliminary  Settlement  Statement.

(b)     Buyer shall deliver to Sellers the estimated Adjusted Consideration
reflected in the Preliminary Settlement Statement, less the Holdback, by bank
wire transfer of immediately available U.S. funds to the account designated in
the Preliminary Settlement Statement.

(c)     Sellers shall deliver to Buyer (i) releases of all Liens (if any)
encumbering the Assets that do not constitute Permitted Encumbrances, (ii)
transfer orders or letters in lieu thereof, on forms provided by Buyer,
directing all purchasers of production to make payment to Buyer of proceeds
attributable to Hydrocarbons produced from the Assets after the Effective Time,
(iii) all consents, waivers, and other similar matters pertaining to the Assets
obtained by Sellers prior to the Closing, and (iv) all undisbursed revenues that
Seller is required to deliver to Buyer under Section 8.3.

(d)     Sellers shall deliver to Buyer the certificates provided for in Section
6.2(f).

(e)     Buyer shall deliver to Sellers the certificate provided for in Section
6.1(e).

(f)     Sellers shall deliver to Buyer a statement that satisfies the
requirements of Treas. Reg.  1.1445-2(b)(2), certifying that Seller is not a
"foreign" Person for federal income tax purposes.

(g)     Buyer shall have delivered to Sellers copies of instructions to Buyer's
transfer agent directing the transfer agent to issue as soon as possible shares
of Restricted Stock (registered in the name of such Seller in an aggregate
amount equal to the Stock Consideration).

(h)     Buyer shall execute and deliver the Employment Agreement between Buyer
and David York attached hereto as Exhibit H.

(i)     Buyer shall execute and deliver the Consulting Agreement between Buyer
and Tim Burroughs attached hereto as Exhibit I.

(j)     Sellers and Buyer shall execute such other documents and take such other
actions as are provided for elsewhere in this Agreement or as may be necessary
to consummate the transactions contemplated herein.

7.4     Records.
        -------
  At  any  time  after the Closing, pursuant to Buyer's reasonable instructions,
Sellers  shall  deliver  to  Buyer  the Records.  Buyer shall be entitled to all
original  Records  affecting all of the Assets.  Sellers may make and retain, at
their  expense,  copies  of  the Records prior to the delivery thereof to Buyer.
Buyer  agrees  to  maintain all Records until the fifth (5th) anniversary of the
Closing  Date  (or  such  longer period of time as Sellers may request for those
Records  relevant for tax audit purposes), or, if any of such Records pertain to
a  Claim  pending  at  such  fifth anniversary date, until such Claim is finally
resolved and the time for all appeals has been exhausted.  Buyer will provide to
Sellers  reasonable  access to the Records for purposes of obtaining information
for  the  preparation of tax returns, financial statements, and other legitimate
business  purposes  of  Seller.

ARTICLE VIII.

POST CLOSING MATTERS

8.1     Settlement  Statement.
        ---------------------
  On  or  before  ninety  (90) days after the Closing Date, Buyer will prepare a
final accounting statement, subject to verification by Sellers, which sets forth
the  final  calculation  and  amount  of  the Cash Purchase Price (including all
adjustments  thereto)  in  accordance  with  Sections  2.3(b)  and  2.3(c),  the
calculations  used  to  determine  such amounts, and the actual proration of all
other amounts required by this Agreement (the "Final Settlement Statement").  No
later  than  fifteen  (15)  days  after Seller's receipt of the Final Settlement
Statement  from  Buyer  (but  no earlier than ninety (90) days after the Closing
Date),  Sellers  shall deliver to Buyer written notice setting forth any changes
to  the  Final  Settlement  Statement proposed by Sellers.  On or before fifteen
(15)  days  after  Buyer's  receipt  of  Sellers'  proposed changes to the Final
Settlement  Statement,  Buyer  and  Sellers  shall agree on the Final Settlement
Statement  and,  as  the case may be, shall pay to the other such sums as may be
found  to  be  due  in  the final accounting.  All amounts paid pursuant to this
Section  8.1  shall  be delivered by wire transfer of immediately available U.S.
funds  to  the account specified in writing by the relevant Party.  If Buyer and
Sellers  are  unable  to  agree  on  the Final Settlement Statement on or before
fifteen  (15)  days  after Buyer's receipt of Sellers' proposed changes thereto,
then  Buyer  and  Sellers  shall  submit  all  unresolved claims and amounts for
arbitration  in  accordance  with  the  terms  of  Section  10.11.

8.2     Further  Cooperation.
        --------------------
  After  the Closing Date, Buyer and Sellers shall execute and deliver, or shall
cause  to  be executed and delivered from time to time, such further instruments
of  conveyance  and  transfer, and shall take such other actions as either Party
may  reasonably  request,  to convey and deliver the Assets to Buyer, to perfect
Buyer's  title  thereto, and to accomplish the orderly transfer of the Assets to
Buyer in the manner contemplated by this Agreement.  If, after the Closing Date,
either  Sellers  or  Buyer  receives monies belonging to the other, such amounts
shall  be  promptly  disbursed  to  the  Party  entitled to receive them.  If an
invoice  or  other  evidence  of  an obligation is received by Sellers or Buyer,
which  is  either  an  obligation  assumed  by  the  other Party or partially an
obligation of both Sellers and Buyer, the Parties shall consult with each other,
and  an  adjustment  for such amount will be made either on the Final Settlement
Statement, or, if the evidence of the obligation is not received until after the
completion  of  the  final  accounting  pursuant  to Section 8.1, in cash as the
Parties  may agree.  If Sellers and Buyer are unable to agree on the disposition
of  such  an  obligation,  Sellers  and Buyer shall submit the matter to binding
arbitration  in  accordance  with  the  terms  of  Section  10.11.

8.3     Undisbursed  Revenues  and  Payment  of  Vendor  Claims.
        -------------------------------------------------------
  No later than the Closing Date, Sellers shall pay or disburse to other Persons
(including amounts held in suspense by Seller) and that, as of the Closing Date,
have  not  been thus paid or disbursed.  On or before thirty (30) days after the
Closing  Date,  Seller  shall  pay all of the Vendor Claims and all other claims
that  should  have  been  scheduled  on  Schedule  3.1(n)  in  order to make the
representations  in  Section  3.1  true  and  correct.

8.4     Holdback.
        --------
  Buyer  shall  retain  One  Hundred Fifty Thousand Dollars ($150,000.00) of the
Cash  Consideration  (the  "Holdback") following the Closing Date, and Buyer may
apply  the  Holdback to satisfy claims of Buyer against either Seller under this
Agreement  or under the Conveyance.  Notwithstanding any other provision of this
Agreement  (including  without  limitation  Section 2.5and Section 9.4), Buyer's
sole  recourse  after  the Closing Date for any claim against Sellers under this
Agreement  or  the Conveyance, including claims for Defect Values (collectively,
all  such  claims  are  "HOLDBACK  CLAIMS"),  shall  be  to the Holdback, as the
Holdback amount may exist from time to time under the provisions of this Section

8.4,  but  such  limitation  on  Buyer's  recourse  shall  not  limit  Sellers'
obligations  under  this  Article  VIII  (including the obligation to pay Vendor
Claims).  Buyer  shall  give notice to Seller of any application by Buyer of any
portion  of  the  Holdback,  and any dispute regarding such application shall be
submitted  for  arbitration  in accordance with the terms of Section 10.11.  Any
portion of the Holdback remaining unapplied after Ninety (90) days following the
Closing  Date  shall  be  paid  to Sellers.  Interim accounting for the Holdback
shall  be  provided  monthly  and an accounting for the entire Holdback shall be
included  in  the  Final  Settlement  Statement.

ARTICLE IX.

SURVIVAL; INDEMNIFICATION

9.1     Survival.
        --------
  All  representations,  warranties,  covenants,  agreements, and indemnities of
Buyer  (with  regard  to  the Restricted Stock) and Sellers under this Agreement
shall  survive  the  Closing  and  the  delivery of the Conveyance, shall not be
merged  with  or  into  the  Conveyance, and shall remain in force and effect as
provided  in this Section 9.1, as applicable, regardless of any investigation at
any  time  made by or on behalf of Buyer or a Seller, or of any information that
Buyer or Sellers may have with respect thereto.  Such survival does not obligate
any Party to make any further representation or warranty after the Closing Date,
or  to  cause  any  representation or warranty made hereunder to remain true and
correct  after  the  Closing  Date.

9.2     Indemnity  as  Sole  Remedy.
        ---------------------------
  Except  to  the  extent otherwise provided in Section 6.4 and Section 8.4, the
indemnity  provided  by  each  Party  to  the  other under this Article IX shall
constitute  the sole and exclusive remedy for such Party and its Indemnity Group
after  the  Closing  with  respect  to  (a)  the  inaccuracy  or  breach  of any
representation  or  warranty made by another Party hereunder and (b) a breach or
default  in  the performance by such other Party of any covenant or agreement of
such  other  Party contained in this Agreement.  Except as otherwise provided in
Section 6.4, Section 8.4 and this Article IX, each Party hereby waives any Claim
arising  under  common  law,  any  statute,  or  otherwise against another Party
arising  from  or  out  of  the  inaccuracy  or  breach of any representation or
warranty  made  by  the  other  Party  hereunder or the breach or default in the
performance by such other Party of any covenant or agreement of such other Party
contained  in  this  Agreement.

9.3     Indemnities  of  Buyer.
        ----------------------
  Regardless  of any investigation made at any time by or on behalf of any Party
or any information any Party may have, and regardless of the presence or absence
of  insurance,  Buyer shall indemnify and hold harmless Seller and its Indemnity
Group from and against any and all Claims and Liabilities caused by, arising out
of,  resulting  from,  or  relating  in  any way to, and to pay to Seller or its
Indemnity  Group  any  sum that a Seller or its Indemnity Group pays, or becomes
obligated to pay, on account of: (a) any breach or default in the performance by
Buyer  of  any covenant or agreement of Buyer contained in this Agreement or any
document  executed  in  connection  herewith; (b) any breach of a warranty or an
inaccurate  or  erroneous  representation  made  by  Buyer  in  this  Agreement
(provided,  however,  that  for purposes of this Section 9.3, all qualifications
relating  to  materiality contained in such representations and warranties shall
be  disregarded);  and  (c)  all  Assumed  Liabilities.

9.4     Indemnities  of  Sellers.
        ------------------------
  Regardless  of any investigation made at any time by or on behalf of any Party
or any information any Party may have, and regardless of the presence or absence
of  insurance,  each  Seller  shall  indemnify  and  hold harmless Buyer and its
Indemnity  Group  from and against any and all Claims and Liabilities caused by,
arising  out  of, resulting from, or relating in any way to, and to pay Buyer or
its  Indemnity  Group  any sum that Buyer or its Indemnity Group pays or becomes
obligated to pay, on account of: (a) any breach or default in the performance by
that  Seller  of  any  covenant  or  agreement  of that Seller contained in this
Agreement  or  any document executed in connection herewith; (b) any breach of a
warranty  or  an  inaccurate  or erroneous representation made by that Seller in
this  Agreement  (provided,  however, that for purposes of this Section 9.4, all
qualifications  relating  to  materiality  contained in such representations and
warranties,  except  for Section 3.1(s), shall be disregarded); and (c) all that
Seller's  Retained  Liabilities.

9.5     Assertion  of  Claims;  Notices;  Defense;  Settlement.
        -------------------------------------------------------
(a)     Upon  the  discovery  by  a  Party entitled to indemnification under any
provision  of  this  Agreement  (the  "Indemnified  Party") of facts believed to
entitle  such  Party  to indemnification hereunder, including the receipt by any
such  Party  of  notice  of a Claim from any third Person, the Indemnified Party
shall  give  prompt  written  notice of any such Claim to the Party obligated to
provide  the  requested  indemnification  (the "Indemnifying Party").  Each such
notice  shall  set  forth the facts known to the Indemnified Party pertaining to
the  relevant  Claim and shall specify the manner in which the Indemnified Party
proposes  to  respond  to  such  Claim.

(b)     Within ten (10) days after the receipt by the Indemnifying Party of such
notice, the Indemnifying Party shall state in writing to the Indemnified Party:
(i) whether the Indemnified Party may proceed to respond to the Claim in the
manner set forth in its notice, or (ii) whether the Indemnifying Party shall
assume responsibility for and conduct the negotiation, defense, or settlement of
the Claim, and if so, the specific manner in which the Indemnifying Party
proposes to proceed.  If the Indemnifying Party assumes control of the Claim,
the Indemnified Party shall at all times have the right to participate in the
defense thereof and to be represented, at its sole expense, by counsel selected
by it.  No such Claim shall be compromised or settled by either the Indemnifying
Party or the Indemnified Party, as applicable, in any manner that admits
liability on the part of the other Party or that might otherwise adversely
affect the interest of such other Party without the prior written consent of
such other Party, which consent will not be unreasonably withheld or delayed.
As a condition precedent to indemnification under this Agreement, the
Indemnified Party shall assign to the Indemnifying Party, and the Indemnifying
Party shall become subrogated to, all rights and Claims, up to the amount of
indemnification, of the Indemnified Party against third Persons arising out of
or pertaining to the matters for which the Indemnifying Party shall provide
indemnification.  The amount of the Indemnified Party's Claim for
indemnification shall be reduced by the amount of any insurance reimbursement
paid to the Indemnified Party pertaining to the Claim.

9.6     Limitation  on  Damages.
        -----------------------
  For  the  breach  or  non-performance  by  any  Party  of  any representation,
warranty,  covenant,  or agreement contained in this Agreement, the liability of
the obligor shall be limited to direct actual damages only, except to the extent
that  the  obligee is entitled to specific performance or injunctive relief.  AS
BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
NO  PARTY  SHALL  BE  LIABLE  TO  ANY OTHER PARTY AS THE RESULT OF A BREACH OR A
VIOLATION  OF  ANY  REPRESENTATION,  WARRANTY, COVENANT, AGREEMENT, OR CONDITION
CONTAINED  IN  THIS  AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY,  OR  INDIRECT  DAMAGES,  LOST PROFITS, OR OTHER BUSINESS INTERRUPTION
DAMAGES,  IN  TORT,  IN  CONTRACT,  UNDER  ANY  INDEMNITY  PROVISION, ARISING BY
OPERATION  OF  LAW  (INCLUDING,  WITHOUT  LIMITATION,  STRICT  LIABILITY),  OR
OTHERWISE.  WITH  RESPECT  TO  CLAIMS BY THIRD PERSONS, A PARTY MAY RECOVER FROM
ANY  OTHER PARTY ALL COSTS, EXPENSES, OR DAMAGES (INCLUDING, WITHOUT LIMITATION,
SPECIAL,  CONSEQUENTIAL,  INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES),
LOST  PROFITS,  AND  OTHER  BUSINESS  INTERRUPTION DAMAGES IN ADDITION TO ACTUAL
DIRECT  DAMAGES  PAID  OR  OWED  TO  ANY  SUCH  THIRD  PERSON  IN  SETTLEMENT OR
SATISFACTION  OF  CLAIMS  AS  TO  WHICH  THE  RELEVANT  PARTY  IS  ENTITLED  TO
INDEMNIFICATION  HEREUNDER.

9.7     Limitation  on  Reliance.
        ------------------------
WITHOUT  LIMITING  THE GENERALITY OF SECTION 9.2, EACH OF THE PARTIES RECOGNIZES
AND  AGREES THAT IT IS NOT RELYING UPON THE AGENTS OR COUNSEL OF THE OTHER PARTY
FOR  LEGAL  OR  BUSINESS  ADVICE OR TO PERFORM DUE DILIGENCE OR MAKE DISCLOSURES
WITH  RESPECT  TO  ANY  OF  THE  ASSETS,  THE  ASSUMED LIABILITIES OR ANY MATTER
RELATING  THERETO,  AND  THAT  NO  SUCH  AGENT OR COUNSEL SHALL HAVE ANY DUTY OR
OBLIGATION  TO  ANY PARTY OR WITH RESPECT TO ANY MATTER NOT EXPRESSLY UNDERTAKEN
PURSUANT  TO  A  WRITING  DULY  EXECUTED  THEREBY.  THE  FOREGOING  LIMITS  THE
LIABILITIY  OF  AGENTS  OR  COUNSEL  OF THE PARTIES FROM LIABILITY FOR THEIR OWN
NEGLIGENCE,  INCLUDING  BUT  NOT  LIMITED  TO  NEGLIGENT  MISREPRESENTATION.

ARTICLE X.

MISCELLANEOUS

10.1     Exhibits.
         --------
  All  exhibits  and  schedules  referred  to  in  this  Agreement  are  hereby
incorporated  into  this  Agreement  by  reference and constitute a part of this
Agreement  for all purposes.  Each Party and its counsel has received a complete
set  of  exhibits and schedules prior to and as of the date of execution of this
Agreement.

10.2     Expenses.
         --------
  Except  as  otherwise  specifically  provided  herein,  all  fees,  costs, and
expenses  incurred  by  Buyer  and  Sellers in negotiating this Agreement and in
consummating  the  transactions  contemplated by this Agreement shall be paid by
the  Party  incurring  the  same,  including,  without  limitation,  legal  and
accounting  fees,  costs,  and  expenses.  All required documentary, filing, and
recording  fees  and expenses in connection with the filing and recording of the
Conveyance and other instruments required to convey title to the Assets to Buyer
shall  be  borne  by  Buyer.

10.3     Proration  of  Taxes.
         --------------------
  Each  Party  shall  assume  responsibility  for,  and  shall bear and pay, all
federal  income  taxes,  state  income taxes, franchise taxes, and other similar
taxes  (including  any  applicable interest or penalties) incurred by or imposed
upon  such  Party  with respect to the transactions described in this Agreement.
Seller  shall  assume  responsibility  for, and shall bear and pay, all Transfer
Taxes  incurred  or  imposed  with  respect to the transfer of the Assets.  Each
Seller  shall  assume  responsibility  for,  and  shall  bear  and  pay,  all
Property-Related  Taxes  (including any applicable penalties and interest) based
upon  or  measured  by  the  ownership of that Seller's Assets or the receipt of
proceeds  therefrom,  but  exclusive  of  income taxes, and assessed against the
Assets  by  any  taxing  authority  for  the period prior to the Effective Time.
Buyer  shall  be  responsible  for,  and  shall  bear  and  pay,  all  such
Property-Related  Taxes  assessed against the Assets by any taxing authority for
any  period  that  begins  on or after the Effective Time.  For purposes of this
Agreement,  the  foregoing  proration  of  Property-Related  Taxes  shall  be
accomplished  as an adjustment to the Cash Purchase Price and, in the case of ad
valorem  and  other property taxes, shall be based upon the ad valorem and other
property taxes actually assessed against the Assets for 2006.  In the event of a
conflict  between the terms of this Section 10.3 and any other provision of this
Agreement,  the  terms  of  this  Section  10.3  shall  govern  and  control.

10.4     Assignment.
         ----------
  No  Party  shall assign this Agreement, except to a wholly owned subsidiary of
the  assigning  Party by assignment, transfer of equity, merger, reorganization,
or  consolidation,  without  the  prior  written  consent  of  the non-assigning
Parties,  which  shall  not  be  unreasonably  withheld  or  delayed.  Any  such
assignment  of  rights shall provide for the assumption by the transferee of the
obligations  of  the assigning Party under this Agreement.  No assignment of any
rights  hereunder  shall  relieve  the  assigning  Party  of  any obligations or
responsibilities  hereunder.  Upon  the  assumption  by such a transferee of the
obligations  of  the assigning Party under this Agreement, such transferee shall
become  primarily  liable for all such obligations assumed.  Notwithstanding any
such  assumption,  however,  if  such  a  transferee fails to perform any of the
obligations  thus  assumed,  the  assigning  Party  shall  remain liable for the
performance  thereof.  Subject to the foregoing, this Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and
assigns.

10.5     Notices.
         -------
  All  notices  and  communications  required or permitted to be given hereunder
shall  be  in  writing  and  shall  be  delivered  personally, or sent by bonded
overnight  courier,  or  by  telex  or facsimile transmission (provided any such
telegram,  telex,  or  facsimile  transmission  is confirmed either orally or by
written  confirmation),  addressed  to  the appropriate Party at the address for
such  Party  shown  below  or  at  such  other  address as such Party shall have
theretofore  designated  by  written  notice  delivered to the Party giving such
notice:

If to Buyer:
-----------

Westside Energy Corporation
3131 Turtle Creek Boulevard
Suite 1300
Dallas, Texas  75219
Attn:  Douglas G. Manner, CEO
Telephone No:  214.522.8990
Facsimile No:  214.522.4169

If to Gulftex:
-------------

GULFTEX OPERATING, INC.
3030  LBJ  Freeway,  Suite  1320
Lock  Box  47
Dallas,  Texas  75234
Attn:  David York
Telephone No:  972.243.2613
Facsimile No: ____________

If to TD Energy Services, Inc.:
------------------------------

TD ENERGY SERVICES, INC.
________________________
3030  LBJ  Freeway,  Suite  1320
Lock  Box  47
Dallas,  Texas  75234
Attn:  David York
Telephone No:  972.243.2613
Facsimile No: ____________

     Any  notice given in accordance herewith shall be deemed to have been given
on  the  Business  Day  when  delivered  to the addressee in person or by telex,
facsimile,  or  bonded  overnight  courier;  provided, however, that if any such
notice  is  received  after  normal business hours, the notice will be deemed to
have  been  given on the next succeeding Business Day.  Any Party may change the
address,  telephone number, and facsimile number to which such communications to
such  Party  are  to be addressed by giving written notice to the other Party in
the  manner  provided  in  this  Section  10.5.

10.6     ENTIRE  AGREEMENT;  CONFLICTS.
         -----------------------------
  THIS  AGREEMENT,  THE  EXHIBITS  HERETO,  THE  CONVEYANCE,  AND  THE  "BINDING
PROVISIONS"  OF  THE  LETTER  OF  INTENT  (AS AMENDED AND/OR SUPERSEDED HEREBY),
CONSTITUTE  THE  ENTIRE  AGREEMENT  AMONG  THE PARTIES PERTAINING TO THE SUBJECT
MATTER  HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS,
AND  DISCUSSIONS,  WHETHER  ORAL  OR  WRITTEN,  OF THE PARTIES PERTAINING TO THE
SUBJECT  MATTER  HEREOF.  THERE  ARE  NO  WARRANTIES,  REPRESENTATIONS, OR OTHER
AGREEMENTS  BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER THEREOF EXCEPT AS
SPECIFICALLY  SET  FORTH HEREIN OR IN THE CONVEYANCE OR THE "BINDING PROVISIONS"
OF THE LETTER OF INTENT (AS AMENDED AND/OR SUPERSEDED HEREBY), AND NEITHER BUYER
NOR  SELLER SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE,
INDUCEMENT,  OR  STATEMENT  OF  INTENTION  NOT  SO SET FORTH.  IN THE EVENT OF A
CONFLICT  BETWEEN THE TERMS OF THIS AGREEMENT AND THE TERMS OF THE CONVEYANCE OR
THE  "BINDING  PROVISIONS" OF THE LETTER OF INTENT (AS AMENDED AND/OR SUPERSEDED
HEREBY),  THE  TERMS  OF  THIS  AGREEMENT  SHALL  GOVERN  AND CONTROL; PROVIDED,
HOWEVER,  THAT  THE  INCLUSION IN THE CONVEYANCE AND THE "BINDING PROVISIONS" OF
THE  LETTER  OF  INTENT  OF  TERMS  NOT ADDRESSED IN THIS AGREEMENT SHALL NOT BE
DEEMED  A  CONFLICT, AND ALL SUCH ADDITIONAL TERMS SHALL BE GIVEN FULL FORCE AND
EFFECT,  SUBJECT  TO  THE  TERMS  OF  THIS  SECTION  10.6.

10.7     Amendment.
         ---------
  This Agreement may be amended only by an instrument in writing executed by the
Parties.

10.8     Waiver;  Rights  Cumulative.
         ---------------------------
  Any of the terms, covenants, representations, warranties, or conditions hereof
may be waived only by a written instrument executed by or on behalf of the Party
waiving  compliance.  No  course  of dealing on the part of Buyer or Sellers, or
their respective officers, employees, agents, or representatives, or any failure
by  Buyer  or  Sellers to exercise any of its rights under this Agreement, shall
operate  as  a  waiver thereof or affect in any way the right of such Party at a
later time to enforce the performance of such provision.  No waiver by any Party
of  any  condition,  or  any  breach  of  any term, covenant, representation, or
warranty  contained  in  this  Agreement, 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 any breach of any
other  term,  covenant,  representation,  or  warranty.  The rights of Buyer and
Sellers  under  this  Agreement shall be cumulative, and the exercise or partial
exercise  of  any such right shall not preclude the exercise of any other right.

10.9     GOVERNING  LAW;  CONSENT  TO  JURISDICTION.
         ------------------------------------------
  THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND
CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF THE STATE OF TEXAS, EXCLUDING ANY
CONFLICTS  OF  LAW,  RULE  OR  PRINCIPLE  THAT  MIGHT REFER CONSTRUCTION OF SUCH
PROVISIONS  TO  THE LAWS OF ANOTHER JURISDICTION.  ALL OF THE PARTIES CONSENT TO
THE EXERCISE OF JURISDICTION IN PERSONAM BY THE COURTS OF THE STATE OF TEXAS FOR
ANY  ACTION  ARISING  OUT  OF  THIS  AGREEMENT.  ALL ACTIONS OR PROCEEDINGS WITH
RESPECT  TO,  ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO,  OR FROM THIS AGREEMENT SHALL BE LITIGATED IN COURTS HAVING SITUS IN DALLAS,
TEXAS.

10.10     Severability.
          ------------
  If  any  term  or  other  provision  of this Agreement is invalid, illegal, or
incapable  of  being  enforced  by  any  rule of Law or public policy, all other
conditions  and  provisions  of this Agreement shall nevertheless remain in full
force  and effect so long as the economic or legal substance of the transactions
contemplated  hereby  is  not affected in any adverse manner to any Party.  Upon
such  determination  that  any  term  or other provision is invalid, illegal, or
incapable of being enforced, the Parties shall negotiate in good faith to modify
this  Agreement so as to effect the original intent of the Parties as closely as
possible  in  an acceptable manner to the end that the transactions contemplated
hereby  are  fulfilled  to  the  extent  possible.

10.11     Arbitration.
          -----------
(a)     Any  disagreement,  difference, or dispute among the Parties provided in
this  Agreement  to  be  resolved  by  arbitration shall be resolved pursuant to
arbitration  according  to  the procedures set forth in this Section 10.11.  Any
Party  may commence an arbitration proceeding hereunder by giving written notice
to  the other Party.  No later than five (5) Business Days after the delivery of
the  notice  commencing  the  arbitration  proceeding,  Sellers (or the affected
Seller  if  the dispute relates to only one of the Sellers) and Buyer shall each
select  an  arbitrator.  Promptly following their selection, the two arbitrators
selected  by  Sellers  and  Buyer  jointly shall select a third arbitrator.  All
arbitrators selected under this Agreement shall have at least eight (8) years of
professional  experience  in  the  oil,  gas,  or accounting industries, as
applicable,  and  shall  not previously have been employed by any of the Parties
and  shall  not  have a direct or indirect interest in any of the Parties or the
subject  matter  of  the arbitration.  The arbitration hearing shall commence as
soon  as  is  practical,  but  in no event later than thirty (30) days after the
selection  of  the  third  arbitrator.  If  any  arbitrator  selected under this
Section  10.11(a)  should  die,  resign,  or  otherwise be unable to perform his
duties  hereunder,  a  successor  arbitrator  shall  be selected pursuant to the
procedures  set  forth  in  this  Section  10.11(a).

(b)     The arbitrators shall settle all disputes in accordance with the Federal
Arbitration Act and the Commercial Arbitration Rules of the American Arbitration
Association, to the extent that such Rules do not conflict with the terms of
such Act or the terms of this Agreement.  Any arbitration hearing shall be held
in Dallas County, Texas.  The decision of the arbitrators shall be final and
binding on the Parties and, if necessary, may be enforced in any court of
competent jurisdiction.  The Law governing all such disputes shall be the Laws
of the State of Texas, including, without limitation, the Uniform Commercial
Code as in effect in the State of Texas, as the same may be amended from time to
time, but without regard to conflicts of laws principles.  The fees and expenses
of the arbitrators shall be shared one-half by Seller and one-half by Buyer.
Any payment to be made as the result of any dispute resolved by arbitration
hereunder shall be accomplished pursuant to the Final Settlement Statement, with
the final payments due thereunder being deferred until the arbitrators have
rendered their decisions on all matters to be resolved by arbitration hereunder.

10.12     Counterparts.
          ------------
  This  Agreement  may  be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all of such
counterparts  shall  constitute  for all purposes one agreement.  This Agreement
may  be  executed by the Parties in different locations and shall become binding
upon all Parties upon the exchange by the Parties of executed signature pages by
facsimile;  provided,  however,  that no later than five (5) Business Days after
such  execution  hereof  by  facsimile,  the  Parties  shall  have  executed and
delivered  each  to  the  other  a  fully  executed original counterpart of this
Agreement.

<PAGE>

     IN  WITNESS  WHEREOF, Sellers and Buyer have executed this Agreement on the
date  first  above  written.
SELLERS:
-------

GULFTEX OPERATING, INC.


By:
Name:     David York
Title:          Executive Vice-President


TD ENERGY SERVICES INC.


By:
Name:     David York
Title:          President


BUYER:
-----

WESTSIDE ENERGY CORPORATION


By:
Name:     _____________________________
Title: _______________________________




<PAGE>
                                  SCHEDULE 1.1

                                  DEFINED TERMS
                                  -------------

The following terms and expressions shall have the meanings set forth in the
indicated provisions of this Agreement:  "Adjusted Base Consideration" , Section
2.3(a); "Adjusted Cash Purchase Price", Section 2.3(a); "Adjusted
Consideration", Section 2.3(d); "Allocable Acreage", Section 6.5; "Assets",
Section 2.1; "Assumed Liabilities", Section 2.4; "Base Purchase Price" and "Cash
Purchase Price",   Section 2.3(a); "Closing Date", Section 7.1; "Final
Settlement Statement", Section 8.1; "Holdback" and "Holdback Claims", Section
8.4 "Hydrocarbons", Section 2.1(c); "Indemnified Party" and "Indemnifying
Party", Section 9.5(a); "Intangible Rights", Section 2.1(i); "Leases", Section
2.1(a); "Restricted Stock" and "Stock Consideration", Section 2.3(a); "Personal
Property", Section 2.1(e); "Preliminary Settlement Statement", Section 7.2;
"Real Property Interests", Section 2.1(d); "Records", Section 2.1(j); "Retained
Liabilities", Section 2.5; "Transferred Contracts", Section 2.1(g); "Vendor
Claims", Section 3.1(n)and "Wells", Section 2.1(b).


     In  addition,  the  following terms and expressions shall have the meanings
set  forth  hereinafter:

"Affiliate"  means,  with  respect  to  a  Party,  any  Person  that directly or
indirectly  controls,  is  controlled  by,  or is under common control with, the
relevant  Party.  For  purposes of this definition, the term "control" means the
possession,  directly  or  indirectly,  of  the  power  to  direct  or cause the
direction  of the management and policies of a Person, whether through ownership
of voting securities, contract, voting trust, membership in management or in the
group appointing or electing management, or otherwise through formal or informal
arrangements  or  business  relationships.

"Allocated Value" means, with respect to each Well, Real Property Interest, item
of  Personal  Property,  and other Asset to which value is allocated herein, the
amount  set  forth  on  Exhibit  B (in two parts, Exhibit B-1 and B-2) under the
column  styled  "Allocated Value" for such Well, Real Property Interest, item of
Personal  Property,  or  other Asset.  For purpose of this Agreement, Seller and
Buyer  agree and stipulate that the Allocated Values set forth in Exhibit B have
been  established solely for use in calculating adjustments to the Cash Purchase
Price  as  provided  herein,  and  not  for  purposes of federal or state income
taxation, such Allocated Values being solely for the convenience of the Parties.
"Assumed  Environmental  Liabilities"  means,  collectively,  ALL  CLAIMS  AND
LIABILITIES  (INCLUDING,  WITHOUT LIMITATION, CLAIMS AND LIABILITIES RELATING TO
ENVIRONMENTAL  CONDITIONS  THAT  BECOME  "ASSUMED  ENVIRONMENTAL LIABILITIES" BY
OPERATION  OF SECTION 4.3, BUT EXCLUDING THE RETAINED ENVIRONMENTAL LIABILITIES)
ARISING  OUT  OF,  RESULTING FROM, OR RELATING IN ANY WAY TO THE EXISTENCE OF AN
ENVIRONMENTAL CONDITION ON OR RELATING TO ONE OR MORE ASSETS (INCLUDING, WITHOUT
LIMITATION,  CLAIMS  AND  LIABILITIES  FOR  INJURY  TO  OR  DEATH OF ANY PERSON,
PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY
OCCURRING  AS  THE  RESULT  THEREOF),  REGARDLESS  OF WHETHER SUCH ENVIRONMENTAL
CONDITION  IS  KNOWN,  ANTICIPATED,  OR  SUSPECTED AS OF THE POSSESSION TIME, OR
RESULTS,  IN  WHOLE  OR  IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF ANY
SELLER  OR ITS RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND
REGARDLESS  OF  WHETHER  SUCH  ENVIRONMENTAL  CONDITION, OR THE ACTS, OMISSIONS,
EVENTS,  OR  CONDITIONS  GIVING RISE THERETO AROSE, OCCURRED, OR EXISTED BEFORE,
AT,  OR  AFTER  THE  POSSESSION  TIME.

"Business  Day"  means  any  day  other than a Saturday, Sunday, or other day on
which commercial banks in Dallas, Texas, are required or authorized by Law to be
closed.

"Claims",  for  purposes  of  this Agreement, means any and all claims, demands,
Liens, notices of non-compliance or violation, notices of liability or potential
liability,  investigations,  actions  (whether  judicial,  administrative,  or
arbitrational),  causes  of  action,  suits,  and  controversies.

"Closing"  means  the  consummation  of  the  transactions  contemplated in this
Agreement.

"Code"  means  the  United  States  Internal  Revenue  Code of 1986, as amended.

"Contracts"  means  all  seismic  or  other  exploration  agreements;  farm-in,
farm-out,  and  participation  agreements;  dry  hole, acreage contribution, and
bottom  hole  agreements;  partnership,  joint  venture, and similar agreements;
Hydrocarbon purchase, sale, exchaange, gathering, storage, transportation, and
marketing  agreements;  acquisition  agreements;  operating  agreements; area of
interest  agreements;  balancing  agreements;  pooling,  communization,  and
unitization  agreements;  processing,  fractionation,  condensate  removal  and
handling,  dehydration,  treatment, and separation agreements; saltwater, water,
and  waste  injection  and  disposal  agreements;  options;  service agreements;
communications,  facilities,  and  equipment  leases and licenses, to the extent
transferable;  and  other  contracts, agreements, and rights owned by Seller, in
whole  or  in part, to the extent that they are (i) appurtenant to or affect the
properties  and  rights  comprising  the Assets, or (ii) used or held for use in
connection  with the use, ownership, or operation thereof, all as described more
particularly  on  Exhibit  E.

"Conveyance" means the Assignment, Bill of Sale, and Conveyance substantially in
the  form  attached  hereto  as  Exhibit  G.

"Defect"  means  any Lien, charge, contract, agreement, obligation, or defect of
title,  other  than a Permitted Encumbrance, that causes, or could reasonably be
expected  (in  Buyer's  good  faith judgment) to cause:  (a) a loss of title, in
whole  or  in  part,  by  a Seller with respect to an Asset; (b) the title to an
Asset  not  to be good, valid, and indefeasible; (c) an Asset to be subject to a
Lien other than a Permitted Encumbrance; (d) in the case of a Lease or Well, and
without  limiting  clauses (a), (b), and (c) of this definition, (i) a Seller to
receive  a  percentage of all Hydrocarbons produced, saved, and marketed from or
allocable  to  such Lease or Well that is less than the Net Revenue Interest set
forth  in  Exhibit  B  for such Lease or Well, without reduction, suspension, or
termination  for  the productive life of such Lease or Well, or (ii) a Seller to
be obligated to bear a percentage of the costs and expenses of operations on and
the  maintenance  and development of such Lease or Well that is greater than the
Working  Interest set forth for such Lease or Well on Exhibit B without increase
for  the  productive  life  of  such  Lease or Well, unless such greater Working
Interest  yields  a  correspondingly  greater  Net  Revenue  Interest;  or (e) a
Seller's  interest  in  any Asset otherwise to be extinguished or the operation,
use,  possession,  ownership, or value of a Seller's interest in any Asset to be
materially  affected or interfered with, except for Permitted Encumbrances.  The
term  "Defect"  shall  include  a preferential right to purchase, right of first
refusal,  right of first offer, or similar right affecting any Asset (including,
without  limitation,  any Contract) that is exercised prior to the Closing, or a
third  Person consent to assignment required before an Asset may be assigned and
that  is  not  obtained  prior  to  the  Closing.

"Defect  Amount"  means:  (a)  if  the  relevant  Defect affects all of Sellers'
interest  in  an  Asset,  such  that the Defect results in a complete failure of
title  with  respect  thereto,  the Defect Amount shall equal the full Allocated
Value  for the affected Asset; (b) if the Defect constitutes undischarged taxes,
indebtedness,  or  Liens encumbering all or any portion of any Asset, the Defect
Amount  shall  equal  the  sum necessary to be paid to the obligee to remove the
Defect;  (c)  if  the  Defect results from a deficiency in a Seller's actual Net
Revenue  Interest  relative  to  that  shown  for  the affected Lease or Well on
Exhibit  B  and on which the Allocated Value of such Lease or Well is based, the
Defect  Amount  shall  equal  the  positive  difference  (if  any)  obtained  by
subtracting  (i) the product obtained by multiplying the Allocated Value for the
affected  Lease  or  Well  by the ratio of the actual Net Revenue Interest being
conveyed to the Net Revenue Interest set forth for such Lease or Well on Exhibit
B,  from  (ii)  the  Allocated  Value  for such Lease or Well; (d) if the Defect
results from a Seller's actual expense-bearing interest in a Lease or Well being
greater  than  the  Working  Interest  shown  for  the affected Lease or Well on
Exhibit  B  and on which the Allocated Value of such Lease or Well is based, and
such  larger  expense-bearing  interest  is  not  accompanied by a proportionate
increase  in  a  Seller's Net Revenue Interest in such Lease or Well, the Defect
Amount  shall equal the positive difference (if any) obtained by subtracting (i)
a  recalculated Allocated Value for such Lease or Well using the same production
rates, pricing, costs, tax forecasts, and discount factors used to calculate the
original  Allocated  Value  for  such Lease or Well, adjusted to account for the
diminution  in  the net present value of the future cash flows that results from
the  higher  expense-bearing  interest,  from  (ii) the Allocated Value for such
Lease  or  Well  set forth on Exhibit B; and (e) if the Defect is one other than
the  Defects  described  above  in  clauses  (a),  (b),  (c),  and  (d)  of this
definition,  the  Defect  Amount shall equal an amount determined by Sellers and
Buyer by evaluating the portion of the Assets affected by such Defect, the legal
effect  of  the Defect, and the potential economic effect of the Defect over the
life  of  the  Assets  affected.

"Effective  Time"  means  7:00  a.m.,  Central  Time,  on  July  1,  2007.

"Environmental  Contaminants"  means "hazardous substances" and "pollutants
or contaminants", as those terms are defined in Section 101 of the Comprehensive
Environmental  Response,  Compensation  and Liability Act ("CERCLA"), petroleum,
including  any  fraction  thereof," and "natural gas, natural liquids, liquefied
natural  gas,  or  synthetic  gas  usable  for  fuel" as those terms are used in
Section 101 of CERCLA, any "solid or hazardous waste" as those terms are defined
or  used in the Resource Conservation and Recovery Act, and any wastes regulated
by applicable rules of the Railroad Commission of Texas.  The term also includes
naturally  occurring  radioactive  material  ("NORM") concentrated, disposed of,
released  or  present  on,  resulting  from,  or in association with Hydrocarbon
activities.

"Environmental  Condition" means: (a) any event or condition (including, without
limitation,  any  Release)  with respect to air, land, soil, surface, subsurface
strata,  surface  water,  ground  water,  or  sediment that causes the Assets to
become  subject  to  (or  their  owner  or  operator  to  have  Liability  or be
potentially  liable  for) any removal, remediation, or response action under, or
not  be  in compliance with, any Environmental Law or any Permit pursuant to any
Environmental  Law;  (b)  the  existence of any written or oral Claim pending or
threatened that reasonably may be expected to subject the Assets or the owner or
the  operator  of the Assets to liability in favor of any Governmental Authority
as  the  result  of the alleged violation by such owner or operator or any other
Person of any Environmental Law as it pertains to the Assets or the existence of
any  event  or  condition  on  the  Assets described in this definition; (c) the
failure  of  the  Assets  to  be  in compliance, or the owner or operator of the
Assets  to  comply,  in  each  case in all material respects with all applicable
Environmental  Laws  with respect to the Assets; (d) the failure of the owner or
operator of the Assets to obtain or maintain in full force and effect any Permit
required  under applicable Environmental Laws with respect to the Assets; or (e)
any event or condition described in the preceding clauses (a), (b), (c), and (d)
that  results,  or  could  reasonably be expected to result, in Liability to any
Governmental  Authority for any removal, remediation, or response action, or any
other  Person  for  injury  to  or death of any Person, Persons, or other living
thing,  or  damage,  loss, or destruction of property located on the Assets.  An
event  or  circumstance  that  results  in  the  inaccuracy  or  breach  of  the
representations  and  warranties  contained  in  Section  3.1(d)(iii) or Section
3.1(j)  (insofar  only  as  such  representation  and  warranty  relates  to
environmental  matters)  shall  constitute an Environmental Condition.  The term
"Environmental  Condition"  includes, without limitation, any release, disposal,
spilling,  leaking,  pouring,  emission, emptying, discharge, injection, escape,
transmission,  leaching,  or  dumping  (collectively,  a  "Release"),  or  any
threatened  Release,  of  any Environmental Contaminants from, or related in any
way  to  the  use,  ownership,  or  operation  of,  the Assets that has not been
remedied  in  accordance  with  all  applicable  Environmental  Laws.

"Environmental  Laws"  means  all  applicable  Laws  (including,  without
limitation,  the  Comprehensive  Environmental  Response,  Compensation,  and
Liability Act, the Resource Conservation and Recovery Act, and the Oil Pollution
Act  of  1990,  the  Texas Solid Waste Disposal Act, and applicable rules of the
Texas  Railroad  Commission  relating  to the management or disposal of oilfield
waste,  in each case as amended from time to time) relating to the protection of
the  public  health,  welfare,  and  environment,  worker  protection, emergency
planning,  and/or  a  community's  right to know, including, without limitation,
those  Laws  relating  to  the storage, handling, and use of chemicals and other
hazardous  materials,  those  relating  to  the Release, generation, processing,
treatment,  storage,  transportation,  disposal,  or  other  management of waste
materials  of  any  kind,  those  relating  to the protection of environmentally
sensitive  areas,  and  employee  health  and  safety.

"Gathering  Assets"  means  the  equipment,  machinery,  fixtures,  inventory,
improvements,  and  other  personal,  mixed or movable property, compressors and
compression  equipment,  gas  lines,  gathering lines and all related equipment,
whether above or below the surface owned or utilized by Gulftex Pipeline, LLC or
Gulftex  Gathering, LP in connection with the operation of gas gathering systems
associated  with  the  Wells,  the  Leases  or  any  of  them.

"Governmental  Authority"  means any governmental or quasi-governmental federal,
state,  provincial,  county,  city, or other political subdivision of the United
States,  any  foreign  country,  or  any department, bureau, agency, commission,
court,  or  other  statutory  or  regulatory  body  or  instrumentality thereof.

"Imbalance"  means  any  imbalance  between  (a)  the  quantity  of Hydrocarbons
produced from any Well and allocated to a Person from time to time and the share
of  such  production  to which such Person is actually entitled by virtue of its
ownership  interest in such Well, (b) the quantity of Hydrocarbons produced from
or  allocable  to  the  Assets  delivered, and the quantity of such Hydrocarbons
received, in each case for gathering, transportation, or storage for the account
of  a Person, (c) the quantity of Hydrocarbons produced from or allocable to the
Assets  delivered  for  processing  or refining, and the quantity of products or
residue  Hydrocarbons redelivered, in each case for the account of a Person, and
(d)  other  similar  types of Hydrocarbon-related imbalances attributable to the
Assets.

"Indemnity  Group"  means,  for  any Party, the Affiliates, officers, directors,
managers,  members,  partners,  employees,  agents,  and  representatives of the
relevant  Party  and  for  Buyer,  Buyer's  Indemnity  Group.

"Intercompany Obligations" means any loans, advances, subscriptions, obligations
or  liabilities  owing  or  due to a Seller or its Affiliates, including amounts
owed  and  payable  to a Seller for past JIB advances which have not been netted
against  revenue,  from any affiliate of a Seller, including for the purposes of
this  definition  only,  any  joint  venture,  partnership  or  other  business
arrangement  to  which  a  Seller  is  a  party.

"Knowledge", when used with reference to any Party, means (a) knowledge of those
matters  of  which  the relevant Party is charged with constructive notice under
applicable  Law,  and  (b)  the  actual  knowledge  of the current directors and
officers  of  such  Party.

"Laws"  means all constitutions, laws, statutes, ordinances, rules, regulations,
orders,  and  decrees  of the United States, any foreign country, and any local,
state,  provincial,  or federal political subdivision or agency thereof, as well
as  all judgments, decrees, orders, and decisions of courts having the effect of
law  in each such jurisdiction, including, without limitation, all Environmental
Laws.

"Letter  of Intent" means the letter dated as of ______________, between Gulftex
and  Buyer  relating  to  the  transactions  contemplated  herein.

"Liabilities"  means,  for  purposes  of  this  Agreement,  any  and all losses,
judgments, damages, liabilities, injuries, costs, expenses, interest, penalties,
taxes,  fines,  obligations,  and  deficiencies.  As  used  herein,  the  term
"Liabilities" includes, without limitation, reasonable attorneys' fees and other
costs  and expenses of any Party receiving indemnification hereunder incident to
the  investigation  and  defense of any Claim that results in litigation, or the
settlement  of  any  Claim,  or  the  enforcement  by  any  Party  receiving
indemnification  hereunder  of  the  provisions  of  Article  IX, as applicable.

"Lien"  means  any  mortgage,  deed  of  trust,  pledge,  security  interest,
encumbrance,  lien,  or charge of any kind (including any agreement to grant any
of  the foregoing), any conditional sale or title retention agreement, any lease
in  the  nature  thereof,  or  the  filing of or agreement to give any financing
statement  under  the  Uniform  Commercial  Code  of  any  jurisdiction.

"Material  Adverse Change" means an event, occurrence, development, or condition
that  is  materially  adverse  to the Assets taken as a whole, excluding (a) any
general,  regional,  industry-wide,  economic,  or  political event, occurrence,
development,  or  condition  (including,  without  limitation,  the  price  of
Hydrocarbons),  whether  domestic  or  international,  and (b) any change in the
condition  of  the  Assets  during  the  period  from the date of this Agreement
through  the  Possession  Time  resulting  from  normal depletion of Hydrocarbon
reserves  or the depreciation of the Personal Property through ordinary wear and
tear.

"Net  Revenue Interest" means, with respect to each Lease and Well, the interest
in  and  to  all  Hydrocarbons  produced  and  saved from or attributable to the
Lease(s)  on  which  such  Well  is  located,  after  giving effect to all valid
royalties,  overriding  royalties,  production  payments, net profits interests,
carried  interests,  reversionary  interests,  and  other  similar  interests
constituting  burdens upon, measured by, or payable out of Hydrocarbons produced
and  saved  from  or  attributable  to  such  Lease(s)  and  Wells.

"Office  Property"  means  all  office  furnishings and equipment, telephone and
communications  systems,  and  all  other personal property of a Seller, and all
interests  in any leases, agreements or other arrangements associated therewith,
relating  to the business locations of a Seller other than those located on real
property  constituting  Real  Property  Interests,  including but not limited to
Sellers'  offices at 3030 LBJ Freeway, Suite 1320 and Suite 1310, Dallas, Texas.
"Parties"  means,  collectively,  Sellers  and  Buyer.

"Permits"  means  the  permits,  licenses,  authorizations,  certificates,
registrations,  or other approvals (other than permits and licenses constituting
Real  Property  Interests) granted by any Governmental Authority that pertain or
relate  in  any  way  to  the  Assets, described more particularly on Exhibit F.

     "Permitted  Encumbrances"  means:

(a)     preferential  rights  to  purchase  any  Asset  (including, without
limitation,  any  Contract), required non-governmental, third Person consents to
assignment,  and similar agreements with respect to which, prior to the Closing,
(i)  waivers  or consents are obtained from the appropriate Persons, or (ii) the
appropriate  time  period  for  asserting  such  rights  has  expired without an
exercise  of  such  right;

(b)     required  non-governmental,  third Person consents to assignment if such
consent  is  of  a type customarily obtained subsequent to a sale or conveyance,
and  the failure to obtain such consent would not have a material adverse effect
on  the  use  or  value  of  the  Assets;

(c)     Liens  for  taxes  or  assessments not yet delinquent or, if delinquent,
those taxes or assessments that are being contested in good faith by proceedings
diligently  conducted  in  the  normal  course  of  business;

(d)     all  rights  to  consent by, required notices to, filings with, or other
actions by Governmental Authorities in connection with the sale or conveyance of
the  Assets  if  the same are customarily obtained, given, or made subsequent to
such  sale  or  conveyance;

(e)     the Leases, the Contracts, the Permits, and the Real Property Interests;

(f)     all  easements,  rights-of-way,  servitudes,  permits, licenses, surface
leases,  and  other  rights to use the surface (in addition to the Real Property
Interests)  affecting  or pertaining to the Assets, but that are not included in
the Assets and do not interfere materially with the ownership, operation, value,
or  use  of  the  Assets;

(g)     lessor's  royalties,  overriding  royalties, division orders, production
payments,  net  profits  interests,  carried  interests,  rights  to recoupment,
unitization,  pooling,  proration,  and  spacing  designations,  orders,  and
agreements,  reversionary  interests, and similar burdens, if the net cumulative
effect  thereof  does not operate to cause a Seller to receive less than the Net
Revenue Interest set forth on Exhibit B of all Hydrocarbons produced, saved, and
marketed  from  any Lease or Well or bear and pay more than the Working Interest
shown  on  Exhibit  B of all costs and expenses of operations in respect of such
Lease  or  Well  without  a proportionate increase in the associated Net Revenue
Interest;

(h)     any operator's or other inchoate or undetermined Lien or charge, whether
statutory or contractual, constituting or securing the payment of expenses which
were  or  will  be incurred in the ordinary course of business and incidental to
the  maintenance,  development,  production,  or  operation of any Asset, to the
extent  the  same  secure  amounts  not  yet  due  and payable or that are being
contested in good faith by proceedings diligently conducted in the normal course
of  business;

(i)     any  Lien  created under the terms of any Lease, Real Property Interest,
or  Contract  to  secure the performance of the lessee's obligations thereunder;

(j)     conventional  rights  of  reassignment;

(k)     the  rights  reserved  to,  vested  in,  or  imposed by any Governmental
Authority  to  control,  regulate,  or monitor the Assets in any manner, and all

applicable  Laws;

(l)     Defects  and  Environmental  Conditions  waived  in  writing  by  Buyer;

(m)     any  matters  set  forth  in  the  Schedules  to  this  Agreement;  and

(n)     all  other  Liens,  charges,  encumbrances,  contracts,  agreements,
instruments,  obligations,  and  irregularities  affecting any Asset that in the
aggregate  are  not  such  as  to  (i)  interfere materially with the ownership,
operation,  value,  or  use of such Asset for the purposes for which it is held;

(ii)  prevent  a  Seller  from  receiving  any  proceeds  from  the  sale of any
Hydrocarbons;  or  (iii) cause a Seller (A) to receive less than the Net Revenue
Interest  set  forth  on  Exhibit  B  of  all  Hydrocarbons produced, saved, and
marketed  from  any  Lease  or  Well,  or (B) bear and pay more than the Working
Interest  shown  on Exhibit B of all costs and expenses of operations in respect
of  such  Lease  or  Well without a proportionate increase in the associated Net
Revenue  Interest.

"Person"  means  any  individual,  corporation,  limited liability company,
partnership,  trust, unincorporated organization, Governmental Authority, or any
other  form  of  entity.

"Possession  Time"  means  the  time on the Closing Date when all of the actions
required  under Section 7.3 to be taken by Sellers and Buyer at the Closing have
been  taken.

"Property-Related  Taxes"  means  any  and  all ad valorem, property, severance,
generation,  conversion,  Btu  or  gas, transportation, utility, gross receipts,
privilege,  consumption,  excise, lease, transaction, and other taxes, franchise
fees, governmental charges or fees, licenses, fees, permits, and assessments, or
increases  therein,  and  any interest or penalties thereon, other than Transfer
Taxes  and  taxes  based  on  or  measured  by  net  income  or  net  worth.

"Remediation  Estimate"  means,  with respect to an Environmental Condition, the
estimated  cost  (inclusive of Liabilities to Governmental Authorities and other
Persons  reasonably anticipated to be incurred by a Seller as the result of such
Environmental  Condition),  determined  by Buyer in good faith, to remediate the
relevant  Environmental  Condition  in  accordance with applicable Environmental
Laws.

"Retained  Environmental  Liabilities"  means  ALL  LIABILITIES  ARISING OUT OF,
RESULTING  FROM,  OR  RELATING  IN  ANY WAY TO THE EXISTENCE OF AN ENVIRONMENTAL
CONDITION  ON  OR RELATING TO ONE OR MORE ASSETS (INCLUDING, WITHOUT LIMITATION,
LIABILITY FOR INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS,
OR  LOSS  OR  DESTRUCTION  OF  OR  DAMAGE  TO  PROPERTY  OCCURRING AS THE RESULT
THEREOF),  REGARDLESS  OF  WHETHER  SUCH  ENVIRONMENTAL  CONDITION  IS  KNOWN,
ANTICIPATED,  OR  SUSPECTED  AS  OF THE POSSESSION TIME, TO THE EXTENT ONLY THAT
SUCH  ENVIRONMENTAL  CONDITION,  OR  THE  ACTS, OMISSIONS, EVENTS, OR CONDITIONS
GIVING  RISE THERETO, AROSE, EXISTED, OR OCCURRED, IN WHOLE OR IN PART, PRIOR TO
THE  POSSESSION  TIME.

"Sellers'  Percentage"  means  with respect to Gulftex, __%, and with respect to
TDE,  __%.

 "Transfer  Taxes"  means  any  sales,  use,  stock,  stamp,  document,  filing,
recording,  registration,  and  similar  tax  or  charge,  including,  without
limitation,  any  interest  or  penalties  thereon.

"Working  Interest"  means,  with respect to each Lease or Well, the interest of
Sellers that is burdened with the obligation to bear and pay costs of operations
on  or  in  respect  of  such  Lease  or  Well.