ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                             MANTI RESOURCES, INC.,
                MANTI OPERATING COMPANY, MANTI JAMBA, LTD., TRi-C
              RESOURCES, INC., SUNBELT ENERGY, LTD., SUNBELT ENERGY
          PROPERTIES I, L.L.C., SUNBELT ENERGY PROPERTIES -ST. BERNARD,
             L.L.C., SUNBELT ENERGY PROPERTIES-LAKE BORGNE, L.L.C.,
          SUNBELT ENERGY PROPERTIES - BLUEBELL, L.L.C., SUNBELT ENERGY
     PROPERTIES-GUMBO, L.L.C., SUNBELT ENERGY PROPERTIES-JAMBALAYA, L.L.C.,
                   SUNBELT ENERGY PROPERTIES - MODEL T, L.L.C.

                                       AND

                                 CAPCO OFFSHORE,
                                   INC. BUYER

<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1..................................................................    1

ARTICLE 2..................................................................    7
   2.1.    Assets..........................................................    7
   2.2.    Purchase Price..................................................    7
   2.3.    Closing.........................................................    8
   2.4.    Closing Obligations.............................................    8
   2.5.    Allocations and Adjustments.....................................    9
   2.6.    Assumption......................................................   11

ARTICLE 3..................................................................   11
   3.1.    Organization and Good Standing..................................   11
   3.2.    Authority; No Conflict..........................................   12
   3.3.    Bankruptcy......................................................   13
   3.4.    Taxes...........................................................   13
   3.5.    Legal Proceedings; Orders.......................................   13
   3.6.    Environmental...................................................   13
   3.7.    Personal Property...............................................   14
   3.8.    Title to Properties.............................................   14
   3.9.    Brokers.........................................................   14
   3.10.   Tax Sharing Agreements..........................................   14
   3.11.   Consents........................................................   14
   3.12.   Gas Imbalances, Prepayment Arrangements; Take-or-Pay............   14
   3.13.   Status of Leases................................................   14
   3.14.   Contracts.......................................................   14

ARTICLE 4..................................................................   15
   4.1.    Organization and Good Standing..................................   15
   4.2.    Authority; No Conflict..........................................   15
   4.3.    Certain Proceedings.............................................   16
   4.4.    Knowledgeable Investor..........................................   16
   4.5.    Securities Laws.................................................   16
   4.6.    Due Diligence...................................................   16
   4.7.    Basis of Buyer's Decision.......................................   16
   4.8.    Material Factor.................................................   16

ARTICLE 5..................................................................   17
   5.1.    Access and Investigation........................................   17
   5.2.    Operation of the Assets.........................................   17
   5.3.    Insurance.......................................................   18
   5.4.    Consent and Waivers.............................................   18
   5.5.    Notification....................................................   18
   5.6.    Satisfaction of Conditions......................................   19

ARTICLE 6..................................................................   19
   6.1.    Notification....................................................   19
   6.2.    Satisfaction of Conditions......................................   19

ARTICLE 7..................................................................   20
   7.1.    Accuracy of Representations.....................................   20
   7.2.    Seller's Performance............................................   20
   7.3.    No Proceedings..................................................   21

ARTICLE 8..................................................................   21
   8.1.    Accuracy of Representations.....................................   21
   8.2.    Buyer's Performance.............................................   21
   8.3.    No Proceedings..................................................   21

ARTICLE 9..................................................................   21
   9.1.    Termination Events..............................................   22
   9.2.    Effect of Termination...........................................   22

ARTICLE 10.................................................................   22
   10.1.   Survival........................................................   22
   10.2.   Indemnification and Payment of Damages by Seller................   22
   10.3.   Indemnification and Payment of Damages by Buyer.................   23
   10.4.   Time Limitations................................................   24
   10.5.   Limitations on Amount--Seller...................................   24
   10.6.   Limitations on Amount--Buyer....................................   24
   10.7.   Procedure for Indemnification--Third Party Claims...............   24
   10.8.   Procedure for Indemnification--Other Claims.....................   25
   10.9.   Extent of Representations and Warranties........................   25
   10.10.  Compliance With Express Negligence Test.........................   26
   10.11.  Limitations of Liability........................................   27

ARTICLE 11.................................................................   27
   11.1.   Title Examination and Access....................................   27
   11.2.   Defensible Title................................................   27
   11.3.   Title Defects...................................................   28
   11.4.   Adjustments.....................................................   28
   11.5.   Environmental Audit.............................................   28
   11.6.   Remedies For Violations Of Environmental Laws...................   29
   11.7.   Right of Termination............................................   29
   11.8.   Disputes........................................................   29
   11.9.   Casualty Loss and Condemnation..................................   30

ARTICLE 12.................................................................   31
   12.1.   Expenses........................................................   31
   12.2.   Notices.........................................................   31
   12.3.   Jurisdiction; Service of Process................................   32
   12.4.   Further Assurances..............................................   33
   12.5.   Waiver..........................................................   33
   12.6.   Entire Agreement and Modification...............................   33
   12.7.   Assignments, Successors, and No Third-Party Rights..............   33
   12.8.   Severability....................................................   34
   12.9.   Section Headings, Construction..................................   34
   12.10.  Time of Essence.................................................   34
   12.11.  Governing Law...................................................   34
   12.12.  Counterparts....................................................   34
   12.13.  Waiver Of Texas Deceptive Trade Practices - Consumer
             Protection Act................................................   34
   12.14.  Arbitration.....................................................   35
   12.15.  Tax Deferred Exchange...........................................   35
   12.16.  Press Release...................................................   35

<PAGE>

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement ("Agreement") is made as of March -J ,______
2005, by and among Manti Resources, Inc., a Texas corporation, Manti Operating
Company, a Texas Corporation, Manti Jamba, LTD., a Texas Limited Partnership,
Tri-C Resources, Inc., a Texas Corporation, Sunbelt Energy, Ltd., a Louisiana
Corporation, Sunbelt Energy Properties I, L.L.C., a Louisiana Limited Liability
Company, Sunbelt Energy Properties - St. Bernard, L.L.C., a Louisiana Limited
Liability Company, Sunbelt Energy Properties - Lake Borgne, L.L.C., a Louisiana
Limited Liability Company, Sunbelt Energy Properties-Bluebell, L.L.C., a
Louisiana Limited Liability Company, Sunbelt Energy Properties-Jambalaya,
L.L.C., a Louisiana Limited Liability Company, Sunbelt Energy Properties - Model
T, L.L.C., a Louisiana Limited Liability Company and Sunbelt Energy
Properties-Gumbo, L.L.C., a Louisiana Limited Liability Company (collectively
"Sellers" and individually, a "Seller") and Capco Offshore, Inc., a Texas
Corporation ("Buyer").

                                    RECITALS

      Seller desires to sell, in the proportions set forth herein, and Buyer
desires to purchase, undivided interests in certain oil, gas, and mineral
properties and related assets and contracts, for the consideration and on the
terms set forth in this Agreement.

                                    AGREEMENT

      The parties, intending to be legally bound, agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of this Agreement, in addition to the other capitalized terms
defined in this agreement, the following terms have the meanings specified or
referred to in this Article 1 when capitalized:

            "Affiliate" -- any Person directly or indirectly controlled by,
      controlling, or under common control with, Buyer or Seller, including any
      subsidiary of Buyer or Seller and any "affiliate" of Buyer or Seller
      within the meaning of Reg. Section 240.12b-2 of the Securities Exchange
      Act of 1934, as amended, with "control," as used in this definition,
      meaning possession, directly or indirectly, of the power to direct or
      cause the direction of management, policies or action through ownership of
      voting securities, contract, voting trust, or membership in management or
      in the group appointing or electing management or otherwise through formal
      or informal arrangements or business relationships.

            "Allocated Values" --the values assigned among the Asset categories
      set forth on Schedule 2.02.


                                        1

<PAGE>

            "Assets" -the Subject Leases, Wells, and Contracts.

            "Assignment Proportions" - the varying ownership percentages of the
      Sellers in the Assets as described in Section 2.01.

            "Breach"--a "Breach" of a representation, warranty, covenant,
      obligation, or other provision of this Agreement or any instrument
      delivered pursuant to this Agreement will be deemed to have occurred if
      there is or has been any inaccuracy in or breach of, or any failure to
      perform or comply with, such representation, warranty, covenant,
      obligation, or other provision.

            "Buyer's Closing Documents"--as defined in Section 4.02.

            "Closing"--as defined in Section 2.03.

            "Closing Date"-the date and time as of which the Closing actually
      takes place.

            "Consent"~any approval, consent, ratification, waiver, or other
      authorization (including any Governmental Authorization) relating to the
      conveyance of the Assets or a portion thereof.

            "Contemplated Transactions"--all of the transactions contemplated by
      this Agreement, including, but not limited to:

            (a)   the sale of the Assets by Seller to Buyer;

            (b)   the execution, delivery, and performance of the Instruments of
                  Conveyance and all other instruments and documents required
                  under this Agreement;

            (c)   the performance by Buyer and Seller of their respective
                  covenants and obligations under this Agreement; and

            (d)   Buyer's acquisition, ownership, and exercise of control over
                  the Assets.

            "Contract"--any written agreement or contract that is legally
      binding relating to the Subject Leases or Wells, including without
      limitation, those listed on Exhibit B.

            "Damages"--as defined in Section 9.02.

            "Defensible Title"-as defined in Section 11.02.

            "Disclosure Schedule"-the disclosure schedule attached as

            Exhibit D. "Effective Time"--January 1, 2005, at 7:00 a.m., Central
      Daylight Time.


                                        2

<PAGE>

            "Encumbrance"--any charge, equitable interest, privilege, lien,
      option, pledge, security interest, right of first refusal, or restriction
      of any kind.

            "Environment"--soil, land surface or subsurface strata, surface
      waters (including navigable waters, ocean waters, streams, ponds, drainage
      basins, and wetlands), groundwater, drinking water supply, stream
      sediments, ambient air (including indoor air), plant and animal life, and
      any other environmental medium or natural resource.

            "Environmental Law"--any Legal Requirement that requires or relates
      to:

      (a)   advising appropriate authorities, employees, and the public of
            intended or actual releases of pollutants or hazardous substances or
            materials that could have significant impact on the Environment;

      (b)   preventing or reducing to acceptable levels the release of
            pollutants or hazardous substances or materials into the
            Environment;

      (c)   reducing the quantities, preventing the release, or minimizing the
            hazardous characteristics of wastes that are generated;

      (d)   protecting resources, species, or ecological amenities;

      (e)   reducing to acceptable levels the risks inherent in the
            transportation of hazardous substances, pollutants, oil, or other
            potentially harmful substances;

      (f)   cleaning up pollutants that have been released, preventing the
            threat of release, or paying the costs of such clean up or
            prevention; or

      (g)   making responsible parties pay private parties, or groups of them,
            for damages done to their health or the Environment, or permitting
            self- appointed representatives of the public interest to recover
            for injuries done to public assets.

            "Environmental Liabilities"-any cost, damage, expense, liability,
      obligation, or other responsibility arising from or under either an
      Environmental Law or third party claims relating to the Environment which
      relates to the Assets.

            "Existing Burdens" -- the total of Lessor Royalty Burdens and
      Override Burdens attributable to the Subject Leases, determined on a lease
      by lease basis.

            "Governmental Authorization"-any approval, consent, license, permit,
      waiver, or other authorization issued, granted, given, or otherwise made
      available by or under the authority of any Governmental Body or pursuant
      to any Legal Requirement.

            "Governmental Body"--any:


                                        3

<PAGE>

      (a)   nation, state, county, city, town, village, district, or other
            jurisdiction of any nature;

      (b)   federal, state, local, municipal, foreign, or other government;

      (c)   governmental or quasi-governmental authority of any nature
            (including any governmental agency, branch, department, official, or
            entity and any court or other tribunal);

      (d)   multi-national organization or body; or

      (e)   body exercising, or entitled to exercise, any administrative,
            executive, judicial, legislative, police, regulatory, or taxing
            authority or power of any nature.

            "Hydrocarbons"--oil, gas, minerals, and other gaseous and liquid
      hydrocarbons or any combination of the foregoing.

            "Instrument of Conveyance"--the instruments of conveyance
      transferring title to the Assets in the form of Exhibit C provided, that
      with respect to any of the Subject Leases issued by a Governmental Body,
      Sellers shall execute and deliver counterpart instruments prepared on the
      form promulgated by the Governmental Body.

            "IRC"--the Internal Revenue Code of 1986 or any successor law, and
      regulations issued by the IRS pursuant to the Internal Revenue Code or any
      successor law.

            "IRS"--the United States Internal Revenue Service or any successor
      agency, and, to the extent relevant, the United States Department of the
      Treasury.

            "Knowledge"--an individual will be deemed to have "Knowledge" of a
      particular fact or other matter if such individual is actually aware of
      such fact or other matter. A Person (other than an individual) will be
      deemed to have "Knowledge" of a particular fact or other matter if any
      individual who is serving as an officer or director of such Person has, or
      at any relevant time had, Knowledge of such fact or other matter.

            "Legal Requirement"--any federal, state, local, municipal, foreign,
      international, or multinational law, administrative order, constitution,
      ordinance, principle of common law, regulation, statute, or treaty.

            "Lessor Royalty Burdens"-- as to each Subject Lease, all reserved
      royalties arising under the terms thereof and payable to the mineral
      owners in, on and under the lands covered thereby.

            "Order"-any award, decision, injunction, judgment, order, ruling,
      subpoena, or verdict entered, issued, made, or rendered by any court,
      administrative agency, or other Governmental Body or by any arbitrator.


                                        4

<PAGE>

            "Ordinary Course of Business"--an action taken by a Person will be
      deemed to have been taken in the "Ordinary Course of Business" if such
      action is consistent with the past practices of such Person and is taken
      in the ordinary course of the normal day-to-day operations of such Person.

            "Organizational Documents"--(a) the articles or certificate of
      incorporation and the bylaws of a corporation; (b) the articles of
      organization and regulations of a limited liability company; (c) the
      certificate of limited partnership and limited partnership agreement of a
      limited partnership; and (d) any amendment to any of the foregoing.

            "Override Burdcns"~overriding royalty interests burdening the
      Subject Leases (a) which are presently of record in the Parishes in which
      they are located, or (b) otherwise arise pursuant to a Contract.

            "Permitted Encumbrance"--any of the following: (a) any obligations
      or duties reserved to or vested in any municipality or other Governmental
      Body to regulate any Asset in any manner including all applicable Legal
      Requirements; (b) the terms and conditions of all leases, options,
      servitudes, contracts for sale, purchase, exchange, refining or processing
      of Hydrocarbons, operating agreements, construction agreements,
      construction and operation agreements, participation agreements,
      shoot-to-earn agreements, exploration agreements, partnership agreements,
      processing agreements, plant agreements, pipeline, gathering, exchange and
      transportation agreements, disposal agreements, permits, licenses and any
      other agreements affecting the Assets, including those set forth as
      Contracts on Exhibit B attached hereto; (c) the Consents identified in
      Part 3.11 of the Disclosure Schedule with respect to which prior to
      Closing (i) waivers or consents have been obtained from the appropriate
      Person, (ii) the applicable period of time for asserting such rights has
      expired without any exercise of such rights, or (iii) mutually agreed upon
      arrangements have been made by the parties to allow Buyer to receive
      substantially the same economic benefits as if all such waivers and
      consents had been obtained; (d) easements, rights-of-way, servitudes,
      permits, surface leases and other similar rights on, over or in respect of
      any of the Assets, as long as any such encumbrance does not serve to
      diminish Buyer's right to ingress and egress below that enjoyed by Seller
      and were in effect as of the Effective Time; (e) lessor's royalties,
      overriding royalties, production payments, net profits interests,
      reversionary interests, and similar burdens if the net cumulative effect
      of such burdens does not operate to reduce Seller's entitlement to
      production from the Wells below the net revenue interests set forth in
      Exhibit A, (f) such other defects or irregularities of title or
      Encumbrances as Buyer may have waived in writing or which Buyer shall be
      deemed to have waived pursuant to the provisions of Section 10.3 hereof;
      (g) conventional rights of reassignment obligating Sellers to reassign
      their interests in any portion of the Leases to a third party in the event
      Buyer intends to release or abandon such interest prior to the expiration
      of the primary term or other termination of such interest; and (h) after
      consummation of the Closing, defects and irregularities of title which
      existed on the date Sellers acquired the affected Asset, unless Buyer and
      Sellers agree otherwise in writing at or before Closing..


                                        5

<PAGE>

            "Person"--any individual, corporation (including any non-profit
      corporation), general or limited partnership, limited liability company,
      joint venture, estate, trust, association, organization, labor union, or
      other entity or Governmental Body.

            "Preliminary Amount"--as defined in Section 2.05(a).

            "Proceeding"--any action, arbitration, audit, hearing,
      investigation, litigation, or suit (whether civil, criminal,
      administrative, investigative, or informal) commenced, brought, conducted,
      or heard by or before, or otherwise involving, any Governmental Body or
      arbitrator.

            "Production Payment" - shall mean a sum equal to one million
      ($1,000,000) dollars to be paid from and after the occurrence of Payout
      and payable solely out of 25% of the interest acquired by Buyer in the
      hydrocarbons produced from the Wells. For purposes of the Production
      Payment only, "Payout" shall be the first day of the month immediately
      following that point in time when Buyer has received from the sale of
      hydrocarbons produced, saved and sold from the Assets, a sum equal to the
      Purchase Price plus (i) the reasonable costs of operating for, producing
      and marketing hydrocarbons from the Assets, and (ii) all severance taxes
      on production and ad valorem taxes, if any, assessed against the Assets
      after the Effective Date.

            "Property Costs"-as defined in Section 2.05(a).

            "Purchase Price"--as defined in Section 2.02.

            "Representative"-with respect to a particular Person, any director,
      officer, employee, agent, consultant, advisor, or other representative of
      such Person, including legal counsel, accountants, and financial advisors.

            "Seller's Closing Documents"--as defined in Section 3.02.

            "Subject Leases"-the oil, gas, and mineral leases described on
      Exhibit A.

            "Tax"-any tax (including any income tax, capital gains tax,
      value-added tax, sales tax, property tax, severance tax, gift tax, or
      estate tax), levy, assessment, tariff, duty (including any customs duty),
      deficiency, or other fee, and any related charge or amount (including any
      fine, penalty, interest, or addition to tax), imposed, assessed, or
      collected by or under the authority of any Governmental Body or payable
      pursuant to any tax-sharing agreement or any other Contract relating to
      the sharing or payment of any such tax, levy, assessment, tariff, duty,
      deficiency, or fee.

            "Tax Return"--any return (including any information return), report,
      statement, schedule, notice, form, or other document or information filed
      with or submitted to, or required to be filed with or submitted to, any
      Governmental Body in connection with the determination, assessment,
      collection, or payment of any Tax or in connection with the
      administration, implementation, or enforcement of or compliance with any
      Legal Requirement relating to any Tax.


                                        6

<PAGE>

            "Threatened"--a claim, Proceeding, dispute, action, or other matter
      will be deemed to have been "Threatened" if any demand or statement has
      been made (orally or in writing) to a party or any of its officers,
      directors, or employees that would lead a prudent Person to conclude that
      such a claim, Proceeding, dispute, action, or other matter is likely to be
      asserted, commenced, taken, or otherwise pursued in the future.

            "Title Defect"-as defined in Section 11.03.

            "Violation of Environmental Laws" -- a violation of, or the failure
      to perform any obligation imposed by, an Environmental Law.

            "Wells"--oil and gas wells located on the Subject Leases and
      Prospects, and more particularly described on Exhibit A.

                         ARTICLE 2 SALE AND TRANSFER OF

                                 ASSETS; CLOSING

      2.01. Assets. Subject to the terms and conditions of this Agreement, at
the Closing, Sellers shall sell and transfer the Assets, in the Assignment
Proportions, to Buyer as follows:

<TABLE>
<CAPTION>
                                          All Assets except PXP SL
Seller                                       17656 #2 &BMLC#l-2      PXP SL 17656 #2   BMLC#l-2
---------------------------------------   ------------------------   ---------------   --------
<S>                                                <C>                    <C>           <C>
IVlanti Jamba, LTD.                                60.75%                 60.75%        50.625%
Tri-C Resources, Inc.                               22.5%                  22.5%          22.5%
Sunbelt Energy Properties-Gumbo, L.L.C.            16.75%                     0              0
Sunbelt Energy Properties-Jambalaya, L.L.C.            0                  16.75%             0
Sunbelt Energy Properties-Model T, L.L.C.              0                                26.875%
</TABLE>

All other individual Sellers not listed immediately above shall sell and
transfer all of their right, title and interest in and to the Assets, if any and
of whatsoever nature, to Buyer at Closing.

      2.02. Purchase Price. Subject to any adjustments that may be made under
Section 2.5, the purchase price (the "Purchase Price") for the Assets will be
Twenty Million Dollars ($20,000,000.00) plus the Production Payment. The
Purchase Price for the Assets, exclusive of the Production Payment, will be
allocated among each of the Assets as set forth in Schedule 2.02 hereto. The
amount so allocated to a part of the Assets will constitute the Allocated Values
for such part of the Assets. Seller and Buyer agree to be bound by the
allocation set forth in Schedule 2.02 for purposes of Article 11 hereof.
Contemporaneously herewith, Buyer has paid Seller the sum of $ 1,000,000.00 (the
"Deposit Amount"). If Closing timely occurs, the Deposit Amount will be applied
as a credit toward the Purchase Price. If Closing does not timely occur, and
Buyer is not obligated under the terms of this Agreement to close, the Deposit
Amount will be returned to Buyer. If Closing does not timely occur, and Buyer is
obligated under the terms of this Agreement to close, the Deposit Amount will be
retained by Seller as its sole and exclusive remedy and as liquidated damages
(and not as a penalty).


                                        7

<PAGE>

      2.3. Closing. The purchase and sale (the "Closing") provided for in this
Agreement will take place at the offices of Seller's counsel, at 10:00 a.m.
(local time) on or before April 29,2005, or at such other time and place as the
parties may agree. Buyer shall have a one-time option to extend the time for
Closing until May 31, 2005 by tendering to Seller the sum of $2,000,000.00 to be
added to and included in the Deposit Amount; provided that, the Purchase Price
shall not be increased as a result of such tender. Subject to the provisions of
Articles 9, 10 and 11, failure to consummate the purchase and sale provided for
in this Agreement on the date and time and at the place determined pursuant to
this Section 2.03 will not result in the termination of this Agreement and will
not relieve any party of any obligation under this Agreement.

      2.4. Closing Obligations. At the Closing:

            (a)   Seller will deliver, or cause to be delivered, to Buyer:

                  (i)   the Instruments of Conveyance executed by Seller;

                  (ii)  possession of the Assets;

                  (iii) a certificate executed by Seller representing and
                        warranting to Buyer that each of Seller's
                        representations and warranties in this Agreement is
                        accurate in all material respects as of the Closing Date
                        as if made on the Closing Date;

                  (iv)  such documents as Buyer or counsel for Buyer may
                        reasonably request, including but not limited to
                        letters-in-lieu of transfer order to purchasers of
                        production from the Wells, and releases of all recorded
                        Encumbrances (other than Permitted Encumbrances)
                        affecting the Assets.

            (b)   Buyer will deliver to Seller:

                  (i)   the Preliminary Amount, by wire transfer to the
                        account(s) specified by Seller;

                  (ii)  the Instruments of Conveyance executed by Buyer;

                  (iii) a certificate executed by Buyer representing and
                        warranting to Seller that each of Buyer's
                        representations and warranties in this Agreement is
                        accurate in all material respects as of the Closing Date
                        as if made on the Closing Date; and


                                        8

<PAGE>

            (iv)  such other documents as Seller or counsel for Seller may
                  reasonably request.

      2.05. Allocations and Adjustments. If Closing occurs:

            (a) Buyer will be entitled to all revenues, production, proceeds,
income, and products from or attributable to each Asset on and after the
relevant Effective Time, and will be responsible for (and entitled to any
refunds with respect to) all Property Costs attributable to the Assets and
incurred on and after the Effective Time. Seller will be entitled to all
revenues, production, proceeds, income, and products from or attributable to
each Asset prior to the Effective Time, and will be responsible for (and
entitled to any refunds with respect to) all Property Costs attributable to each
Asset and incurred prior to the Effective Time. "Property Costs" will mean all
amounts attributable to the operation and ownership of the Assets incurred and
paid in the Ordinary Course of Business. For purposes of allocating production,
products, accounts receivable and proceeds under this Section, (i) liquid
hydrocarbons will be deemed to be "from or attributable to" the Wells when they
pass through the pipeline connecting into the storage facilities into which they
are run and (ii) gaseous hydrocarbons will be deemed to be "from or attributable
to" Wells when they pass through the delivery point sales meters on the
pipelines through which they are transported. In order to accomplish the
foregoing allocation of production the parties will rely upon gauging, metering
and strapping procedures conducted by Seller on or about the Effective Time to
the extent possible and unless demonstrated to be inaccurate will utilize
reasonable interpolating procedures to arrive at an allocation of production
when exact gauging, metering and strapping data is not available on hand as of
the Effective Time. Seller will provide to Buyer evidence of all gauging,
metering and strapping procedures conducted hereunder in connection with the
Wells, together with all data necessary to support any estimated allocation, for
purposes of establishing the adjustment to the Purchase Price. Ad valorem taxes
for 2005 will be prorated on a daily basis, with Buyer liable for the portion
allocated to the period on and after the Effective Time and Seller liable for
the portion allocated to the period before the Effective Time. If the amount of
such taxes for part, or all, of the Assets is not available on the Closing Date,
proration of taxes shall be made on the basis of taxes assessed in the previous
year, with a subsequent cash adjustment of such proration to be made between
Seller and Buyer, when actual tax figures are available. The "Preliminary
Amount" will be the Purchase Price, adjusted as provided below, based upon the
best information available at time of Closing.

            (b) The Purchase Price will be, without duplication,

                  (i)   increased by the following amounts:

                        (A)   the aggregate amount of all non-reimbursed
                              Property Costs which are attributable to the
                              period from the Effective Time to the Closing Date
                              and which are incurred and paid by Seller with
                              respect to the Wells and Subject Leases;


                                        9

<PAGE>

                        (B)   an amount equal to the agreed value of all
                              Hydrocarbons in storage above the pipeline
                              connection at the Effective Time that is credited
                              to the Wells and which stored Hydrocarbons have
                              not been sold by Seller or for which Seller has
                              not been paid;

                        (C)   the amount of any upward adjustment pursuant to
                              Section 11.04;

                        (D)   any other upward adjustment mutually agreed upon
                              by the parties;

                  (ii)  decreased by the following amounts:

                        (A)   the aggregate amount of proceeds received by
                              Seller from the sale of Hydrocarbons produced from
                              and attributable to the Wells between the
                              Effective Time and the Closing Date;

                        (B)   the amount of any downward adjustment relating to
                              Title Defects as set forth in Article 11;

                        (C)   the amount of any adjustment relating to an
                              uninsured casualty as required by Section 11.09;

                        (D)   Seller' s share of estimated ad valorem taxes
                              through the Effective Time; and

                        (E)   the amount of any downward adjustment mutually
                              agreed upon by the parties.

            (c) Subject to the arbitration provisions of Article 12.14 as to
adjustments under Section 2.05(b)(ii)(b), as soon as practicable after Closing,
but no later than ninety (90) days following the Closing Date, Seller will
prepare and submit to Buyer, a statement (the "Final Settlement Statement")
setting forth each adjustment or payment which was not finally determined as of
the Closing Date and showing the values used to determine such adjustments to
reflect the final adjusted Purchase Price (the "Final Amount"). On or before
thirty (30) days after receipt of the Final Settlement Statement, Buyer will
deliver to Seller a written report containing any changes which Buyer proposes
be made to the Final Settlement Statement. Seller and Buyer shall undertake to
agree with respect to the amounts due pursuant to the post-closing adjustment no
later than one hundred fifty (150) days from the Closing Date. If Seller and
Buyer are unable to agree within one hundred fifty (150) days after the Closing
Date as to adjustment matters not subject to arbitration in accordance with this
Agreement, Seller will select an independent accounting firm in Corpus Christi,
Texas, from a list of three such firms provided by Buyer (none of which will be
the independent accounting firm regularly used by Buyer or Seller), which firm
will audit the Final Settlement Statement and determine the Purchase Price
adjustment or payment amount in accordance with the terms and conditions set
forth in this Agreement. The decision of such independent accounting firm will
be binding on Seller and Buyer, and the fees and expenses of such independent
accounting firm will be borne one-half by Seller and one-half by Buyer. The date
upon which such agreement is reached or upon which the Purchase Price is
otherwise established, as provided in the preceding sentence, will be called the
"Settlement Date." In the event that (a) the Final Amount is more than the
Preliminary Amount, Buyer will pay to Seller the amount of the difference; or
(b) the Final Amount is less than the Preliminary Amount, Seller will pay to
Buyer the amount of the difference. Such payment will be made within five (5)
business days of the Settlement Date via wire transfer to accounts specified by
Seller or Buyer as appropriate.


                                       10

<PAGE>

      2.06. Assumption. If the Closing occurs, from and after the Closing Date,
Buyer will assume, pay, and discharge the following liabilities ("Assumed
Liabilities"):

      Any and all duties, claims, damages, expenses, fines, penalties, costs
(including attorneys' fees and expenses), liabilities, and obligations (i)
arising from or relating to the ownership or operation of the Assets from and
after the Effective Time under any Contract, Governmental Authorization, or
Subject Lease relating to the Assets, (ii) imposed by any Legal Requirement
relating to the Assets, (iii) for plugging, abandonment, and surface restoration
of the oil, gas, injection, water, or other wells located on the lands covered
by the Subject Leases, (iv) from any act, omission, event, condition, or
occurrence subsequent to the Effective Time relating to the Assets, and (v)
attributable to all Environmental Liabilities relating to the Assets; provided,
however, the provisions of this Section 2.06 will not relieve Seller from
liability resulting from a Breach, if any, of its representations, warranties or
covenants under this Agreement.

                    ARTICLE 3 REPRESENTATIONS AND WARRANTIES

                                    OF SELLER

      Each Seller, severally as to its respective interest and not jointly,
represents and warrants to Buyer as follows:

      3.01. Organization and Good Standing. Manti Resources, Inc, and Manti
Operating Company are Texas corporations, Manti Jamba, LTD., is a Texas Limited
Partnership, Tri-C Resources, Inc., is a Texas Corporation, Sunbelt Energy,
Ltd., is a Louisiana Corporation, Sunbelt Energy Properties I, L.L.C., Sunbelt
Energy Properties-Jambalaya, L.L.C., Sunbelt Energy Properties - Model T,
L.L.C., Sunbelt Energy Properties-Gumbo, L.L.C., and Sunbelt Energy Properties -
St. Bernard, L.L.C., Sunbelt Energy Properties - Lake Borgne, L.L.C., and
Sunbelt Energy Properties-Bluebell, L.L.C., are Louisiana Limited Liability
Companies, duly organized, validly existing, and in good standing under the laws
of its state of organization and every state in which it is qualified to do
business, with full corporate power and authority to conduct its business as it
is now being conducted, and to own or use the properties and assets that it
purports to own or use. Seller is not a "foreign person" for purposes of Section
1445 or Section 7701 of the IRC.


                                       11

<PAGE>

      3.02. Authority; No Conflict.

            (a) This Agreement constitutes the legal, valid, and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
Upon the execution and delivery by Seller of the Instruments of Conveyance and
any other documents executed and delivered by Seller at the Closing
(collectively, the "Seller's Closing Documents"), Seller's Closing Documents
will constitute the legal, valid, and binding obligations of Seller, enforceable
against Seller in accordance with their respective terms. Except as set forth in
Part 3.02 of the Disclosure Schedule, Seller has the absolute and unrestricted
right, power, authority, and capacity to execute and deliver this Agreement and
Seller's Closing Documents, and to perform its obligations under this Agreement
and Seller's Closing Documents.

            (b) Except as set forth in Part 3.02 of the Disclosure Schedule,
neither the execution and delivery of this Agreement nor the consummation or
performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time):

                  (i)   contravene, conflict with, or result in a violation of
                        (A) any provision of the Organizational Documents of
                        Seller, or (B) any resolution adopted by the board of
                        directors or the stockholders of Seller;

                  (ii)  contravene, conflict with, or result in a violation of,
                        or give any Governmental Body or other Person the right
                        to challenge any of the Contemplated Transactions or to
                        exercise any remedy or obtain any relief under, any
                        contract or agreement or any Legal Requirement or Order
                        to which Seller, or any of the Assets, may be subject;

                  (iii) contravene, conflict with, or result in a violation of
                        any of the terms or requirements of, or give any
                        Governmental Body the right to revoke, withdraw,
                        suspend, cancel, terminate, or modify, any Governmental
                        Authorization that relates to the Assets;

                  (iv)  contravene, conflict with, or result in a violation or
                        breach of any provision of, or give any Person the right
                        to declare a default or exercise any remedy under, or to
                        accelerate the maturity or performance of, or to cancel,
                        terminate, or modify, any Contract; or

                  (v)   result in the imposition or creation of any Encumbrance
                        upon or with respect to any of the Assets.

            (c) Except as set forth in Part 3.02 of the Disclosure Schedule,
Seller is not nor will be required to give any notice to or obtain any Consent
from any Person in connection with the execution and delivery of this Agreement
or the consummation or performance of any of the Contemplated Transactions. If
any such consent is required, such consent shall be given in writing not less
than three (3) business days prior to Closing.


                                       12

<PAGE>

      3.3. Bankruptcy. There are no bankruptcy, reorganization, or arrangement
proceedings being contemplated by Seller or pending or Threatened against
Seller.

      3.4. Taxes. Seller has filed or caused to be filed all Tax Returns that it
has been or was required to file, either separately or as a member of a
consolidated group, pursuant to applicable Legal Requirements. All Tax Returns
filed by (or that include on a consolidated basis) Seller are true, correct, and
complete. Seller has paid all Taxes that have become due pursuant to those Tax
Returns or otherwise, or pursuant to any assessment received by Seller, to the
extent not being contested in good faith. Seller does not have any Knowledge of
any Threatened Tax assessment against it except as disclosed in Part 3.05 of the
Disclosure Schedule.

      3.5. Legal Proceedings; Orders.

            (a)   Except as set forth in Part 3.05 of the Disclosure Schedule,
                  there is no pending Proceeding:

                  (i)   that relates to or may affect any of the Assets; or

                  (ii)  that challenges, or that may have the effect of
                        preventing, delaying, making illegal, or otherwise
                        interfering with, any of the Contemplated Transactions.

            (b)   Except as set forth in Part 3.05 of the Disclosure Schedule,
                  to Seller's Knowledge (1) no Proceeding of the type referenced
                  in Section 3.05 (a) has been Threatened, (2) no event has
                  occurred nor does any circumstance exist that may give rise to
                  or serve as a basis for the commencement of any such
                  Proceeding, and (3) no basis exists for any claim by any
                  employee of Seller under any Legal Requirement for which Buyer
                  could become liable as a successor or otherwise.

            (c)   Except as set forth in Part 3.05 of the Disclosure Schedule,
                  there is no Order relating to the use or ownership of the
                  Assets to which Seller, or any of the Assets, is subject.

      3.06. Environmental. To the Knowledge of Seller, there are no Violations
of Environmental Laws that arise from events occurring during the period Seller
owned the affected Assets, which have not been corrected or remediated under the
requirements of any Governmental Body having jurisdiction, and to the Knowledge
of Seller, there are no Environmental Liabilities that arise from events
occurring prior to Seller's ownership of the Assets.

      There are no environmental investigations, studies or audits with respect
to any of the Assets owned or commissioned by, or in the possession of, Seller
or Affiliates which have not been disclosed in writing to Buyer.


                                       13

<PAGE>

      3.07. Personal Property. To the extent the Assets constitute personal
property or fixtures, Seller EXPRESSLY DISCLAIMS AND NEGATES (A) ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (D) ANY OTHER WARRANTY OF ANY
NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND ARE TO BE
CONVEYED "AS Is" AND "WHERE /S", WITH ALL FAULTS.

      3.8. Title to Properties. On the Closing Date, Seller will convey to Buyer
Defensible Title to the Assets. Seller has delivered or made available to Buyer
all items in its possession which would be relevant in the determination as to
whether Seller has the ability to convey Defensible Title to the Assets.

      3.9. Brokers. Seller has not incurred any obligation or liability,
contingent or otherwise, for broker's or finder's fees with respect to the
transactions contemplated by this Agreement other than obligations which are the
sole responsibility of Seller.

      3.10. Tax Sharing Agreements. There are no tax sharing agreements or any
other contract relating to the sharing or payment of any Tax. 3.11. Consents.
Part

      3.11 of the Disclosure Schedule sets forth all consents and approvals
which are required in order to consummate the transactions contemplated
hereunder.

      3.12. Gas Imbalances, Prepayment Arrangements; Take-or-Pay. There are no
gas imbalances between Seller and any third party working interest owners or
gatherers or transporters relative to the Assets, and Seller is not obligated by
any gas prepayment arrangement or by any take- or-pay requirement or by any
other financial penalty or payback obligation to deliver any gas at a future
time without then or thereafter receiving payment therefore.

      3.13. Status of Leases. With respect to the oil, gas and/or mineral leases
comprising part of the Assets (i) to Seller's Knowledge, such leases have been
maintained according to their terms, in compliance with the agreements to which
such leases are subject; (ii) to Seller's Knowledge all royalties (other than
royalties held in suspense), delay rentals and other payments due under such
leases have been properly and timely paid and all conditions necessary to keep
such leases in force have been fully performed; (iii) to Seller's Knowledge,
except as shown on the Exhibits hereto, and without expanding or enlarging any
warranty of title given elsewhere herein, such leases are presently in force and
effect; and (iv) neither Seller nor, to Seller's Knowledge, any other party to
any such lease has received notice of any claim or action seeking to terminate,
cancel, rescind or procure a judicial reformation of any such lease or any
provisions thereof or seeking the release of any such lease (or portion thereof)
comprising any part of the Assets.

      3.14. Contracts. Exhibit B contains a list of certain material Contracts
comprising a part of the Assets. Seller has made available to Buyer complete and
correct copies of all Contracts listed on Exhibit B. Except as set forth on
Parts 3.02 and 3.14 of the Disclosure Schedule, Seller has received no written
notice of any threatened cancellation of any Contract nor any outstanding
disputes thereunder, and, assuming all required consents are received, Seller
has not and will not have breached any provision of, nor, to Seller's Knowledge,
does there exist any default under, or event, that is, or with the giving of
notice or the passage of time or both would become a breach or default in
respect under the terms of any Contract. The Contracts have been duly executed
by Seller, constitute valid and enforceable obligations of Seller, and are
freely assignable without the consent of third parties. Except as set forth on
Part 3.14 of the Disclosure Schedule, there are no gas purchase Contracts which
may not be canceled by Seller upon ninety (90) days notice to the other party.


                                       14

<PAGE>

      3.15. Laws and Regulations. To Seller's Knowledge, Seller is not in
violation of any law or regulation relating to the Assets that could, if left
unremedied, result in imposition of a fine, administrative penalty, show cause
order, reduction in allowable, or pipeline severance.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Seller as follows:

      4.1. Organization and Good Standing. Buyer is duly organized, validly
existing, and in good standing under the laws of the State of Colorado and in
each jurisdiction in which it conducts business, including Texas and Louisiana.

      4.2. Authority; No Conflict.

            (a)   This Agreement constitutes the legal, valid, and binding
                  obligation of Buyer, enforceable against Buyer in accordance
                  with its terms. Upon the execution and delivery by Buyer of
                  the Instruments of Conveyance and any other documents executed
                  and delivered by Buyer at the Closing (collectively, the
                  "Buyer's Closing Documents"), the Buyer's Closing Documents
                  will constitute the legal, valid, and binding obligations of
                  Buyer enforceable against Buyer in accordance with their
                  respective terms. Buyer has the absolute and unrestricted
                  right, power, and authority to execute and deliver this
                  Agreement and the Buyer's Closing Documents, and to perform
                  its obligations under this Agreement and the Buyer's Closing
                  Documents.

            (b)   Except as disclosed to Buyer on Part 4.2 on the Disclosure
                  Schedule, neither the execution and delivery of this Agreement
                  by Buyer nor the consummation or performance of any of the
                  Contemplated Transactions by Buyer will give any Person the
                  right to prevent, delay, or otherwise interfere with any of
                  the Contemplated Transactions.

            (c)   Except as disclosed to Buyer on Part 4.2 on the Disclosure
                  Schedule, Buyer is not and will not be required to give any
                  notice to or obtain any Consent from any Person in connection
                  with the execution and delivery of this Agreement or the
                  consummation or performance of any of the Contemplated
                  Transactions.


                                       15

<PAGE>

      4.3. Certain Proceedings. There is no pending Proceeding that has been
commenced against Buyer and that challenges, or may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions. To Buyer's Knowledge, no such Proceeding has been
Threatened.

      4.4. Knowledgeable Investor. Buyer is an experienced and knowledgeable
investor in the oil and gas business. Prior to entering into this Agreement,
Buyer was advised by its own legal, tax, and other professional counsel
concerning this Agreement, the Contemplated Transactions, the Assets and their
value, and it has relied solely thereon and the representations and obligations
of Sellers in this Agreement and the documents to be executed by Sellers in
connection with this Agreement at Closing. Buyer is acquiring the Assets for its
own account and not for distribution.

      4.5. Securities Laws. The solicitation of offers and the sale of the
Assets by Sellers have not been registered under any securities laws. Buyer
represents that at no time has it been presented with or solicited by or through
any public promotion or any form of advertising in connection with this
transaction. Buyer represents that it intends to acquire the Assets for its own
benefit and account and that it is not acquiring the Assets with the intent of
distributing fractional, undivided interests that would be subject to regulation
by federal or state securities laws, and that if it sells, transfers, or
otherwise disposes of the Assets or fractional undivided interest therein, it
will do so in compliance with applicable federal and state securities laws.

4.6. Due Diligence Buyer represents that it has performed, or will perform,
before closing, sufficient review and due diligence with respect to the Assets,
which includes reviewing well data and other files in performing necessary
evaluations, assessments, and other tasks involved in evaluating the Assets to
satisfy its requirements completely and to enable it to make an informed
decision to acquire the Assets under the terms of this Agreement.

      4.7. Basis of Buyer's Decision. Buyer represents that by reason of its
knowledge and experience in the evaluation, acquisition and operation of oil and
gas properties, Buyer has evaluated the merits and the risks of purchasing the
Assets from Sellers and has formed an opinion based solely on Buyer's knowledge
and experience and not on any representations or warranties by Sellers. Buyer
represents that it has not relied and will not rely on any statements by Sellers
or their representatives in making its decision to enter into this Agreement or
to close this transaction.

      4.8. Material Factor. Buyer acknowledges that Buyer's representations
under this Article are a material inducement to Sellers to enter into this
Agreement with, and close the Contemplated Transactions with Buyer.


                                       16

<PAGE>

                                    ARTICLE 5

                               COVENANTS OF SELLER

      5.01. Access and Investigation. Between the date of this Agreement and the
Closing Date, Seller will (a) afford Buyer and its Representatives
(collectively, "Buyer's Advisors") reasonable access to Seller's personnel,
properties, contracts, books and records, and other documents and data, (b)
furnish Buyer and Buyer's Advisors with copies of all such contracts, books and
records, and other existing documents and data as Buyer may reasonably request,
and (c) furnish Buyer and Buyer's Advisors with such additional financial,
operating, and other data and information as Buyer may reasonably request;
PROVIDED THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTY,
AND EXPRESSL Y DISCLAIMS ALL WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF
THE DOCUMENTS, INFORMATION, BOOKS, RECORDS, FILES AND OTHER PERTINENT DATA THAT
IT MAY PROVIDE TO BUYER.

      5.02. Operation of the Assets. Between the date of this Agreement and the
Closing Date, Seller will conduct the business relating to the Assets only in
the Ordinary Course of Business. By way of example, and not as a limitation,
during such period, Sellers will use commercially reasonable efforts to:

            (a)   maintain the Assets and operate the Assets or cause the Assets
                  to be operated in the Ordinary Course of Business;

            (b)   pay or cause to be paid all bonuses and rentals, royalties,
                  overriding royalties, shut-in royalties, and minimum royalties
                  and development and operating expenses, current taxes and
                  other payments incurred with respect to the Assets except
                  royalties held in suspense as a result of title issues and
                  that do not give any third party a right to cancel an interest
                  in an Asset and except for expenses being contested in good
                  faith and for which adequate reserves have been provided;

            (c)   maintain the personal property comprising part of the Assets
                  in at least as good a condition as it is on the date hereof,
                  subject to ordinary wear and tear; and,

            (d)   safeguard and maintain confidential all records of a nonpublic
                  nature (including without limitation geological and
                  geophysical data and maps and interpretations thereof) that
                  relate to the Assets.

            Similarly, between the date of this Agreement and Closing, Seller
            will not:

            (a)   take any action that would cause its representations or
                  warranties to be materially incorrect as of the Closing Date,
                  except in the ordinary course of business.


                                       17

<PAGE>

            (b)   abandon any Asset (except the abandonment of producing leases
                  not capable of producing in paying quantities after the
                  expiration of their primary terms and having secured consent
                  to such abandonment from Buyer), without Buyer's consent.

            (c)   commence, propose, or agree to participate in any single
                  operation with respect to the Wells or Subject Leases with an
                  anticipated cost in excess of $50,000 without Buyer's consent,
                  except for emergency operations;

            (d)   elect to participate in any single operation proposed by a
                  third party with respect to the Wells or Subject Leases with
                  an anticipated cost in excess of $50,000 without Buyer's
                  consent, except for emergency operations;

            (e)   terminate or materially amend or modify any Contract set forth
                  on the Disclosure Schedule without Buyer's consent;

            (f)   waive any right of material value under any Contract set forth
                  on the Exhibit B or relating to the Wells without Buyer's
                  consent;

            (g)   sell, lease, encumber or otherwise dispose of all or any
                  portion of any Assets except sales of Hydrocarbons in the
                  Ordinary Course of Business without Buyer's consent; or

            (h)   enter into any new production sales, processing, gathering or
                  transportation agreement with respect to the Wells not
                  terminable at will without penalty by Buyer after Closing on
                  thirty (30) days notice or less.

      5.3. Insurance. Sellers will maintain in force until the Closing all of
Sellers' general liability, workers compensation, auto liability and well
control insurance policies covering the Assets (provided that the costs of such
insurance will constitute Property Costs.)

      5.4. Consent and Waivers. Sellers agree to use commercially reasonable
efforts to obtain prior to Closing written waivers of all preferential rights to
purchase and all waivers and Consents necessary for the transfer of the Assets
to Buyer; provided that in the event Sellers are unable to obtain all such
waivers and Consents after using such reasonable efforts, such failure to
satisfy will not constitute a Breach of this Agreement.

      5.5. Notification. Between the date of this Agreement and the Closing
Date, Sellers will promptly notify Buyer in writing if Sellers become aware of
any fact or condition that causes or constitutes a Breach of any of Seller's
representations and warranties as of the date of this Agreement, or if Seller
becomes aware of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute a Breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or discovery
of such fact or condition. Should any such fact or condition require any change
in the Disclosure Schedule if the Disclosure Schedule were dated the date of the
occurrence or discovery of any such fact or condition, Sellers will promptly
deliver to Buyer a supplement to the Disclosure Schedule specifying such change.
During the same period, Sellers will promptly notify Buyer of the occurrence of
any Breach of any covenant of Sellers in this Article 5 or of the occurrence of
any event that may make the satisfaction of the conditions in Article 7
impossible or unlikely.


                                       18

<PAGE>

      5.6. Satisfaction of Conditions. Between the date of this Agreement and
the Closing Date, Seller swill use commercially reasonable efforts to cause the
conditions in Article 7 to be satisfied; provided that in the event Sellers are
unable to satisfy such conditions after using such reasonable efforts such
failure to satisfy shall not constitute a Breach of this Agreement; provided
further, however, the foregoing will not constitute a waiver of Sellers' Breach
of any of the provisions of Article 5 or any other Breach of this Agreement.

      5.7. Change of Operator. If Closing occurs, Seller agrees to use
commercially reasonable efforts to assist Buyer in becoming the successor
operator of those properties operated by Seller at the Effective Time.

                                    ARTICLE 6

                               COVENANTS OF BUYER

      6.1. Notification. Between the date of this Agreement and the Closing
Date, Buyer will promptly notify Sellers in writing if Buyer becomes aware of
any fact or condition that causes or constitutes a Breach of any of Buyer's
representations and warranties as of the date of this Agreement, or if such
Buyer becomes aware of the occurrence after the date of this Agreement of any
fact or condition that would (except as expressly contemplated by this
Agreement) cause or constitute a Breach of any such representation or warranty
had such representation or warranty been made as of the time of occurrence or
discovery of such fact or condition. Should any such fact or condition require
any change in the Disclosure Schedule if the Disclosure Schedule were dated the
date of the occurrence or discovery of any such fact or condition. Buyer will
promptly deliver to Sellers a supplement to the Disclosure Schedule specifying
such change. During the same period, Buyer will promptly notify Sellers of the
occurrence of any Breach of any covenant of Buyer in this Article 6 or of the
occurrence of any event that may make the satisfaction of the conditions in
Article 8 impossible or unlikely.

      6.2. Satisfaction of Conditions. Between the date of this Agreement and
the Closing Date, Buyer will use commercially reasonable efforts to cause the
conditions in Article 8 to be satisfied; provided that in the event Buyer is
unable to satisfy such conditions after using such reasonable efforts such
failure to satisfy shall not constitute a Breach of this Agreement; provided
further, however, the foregoing will not constitute a waiver of Buyer's Breach
of any of the provisions of Article 6 or any other Breach of this Agreement.


                                       19

<PAGE>

      6.03 Post-Closing Call on Production. For a period of one (1) year from
and after the Closing Date, Buyer will grant Manti Resources, Inc., or its
Affiliate, a continuing right of first refusal to purchase all Hydrocarbons
produced and saved from the Subject Leases or allocated thereto. Buyer shall
promptly give written notice ("Offer Notice") to Manti, with full information
concerning all terms of any third party offer Buyer has received in respect of
the sale of such production (including, without limitation, the name and address
of the prospective purchaser, the price offered, volume, term, title transfer
point, penalties, reservation fees, take information, connection terms,
redetermination provisions, quality specifications and processing provisions)
which Buyer would otherwise consider accepting for the purchase and sale of the
production. Manti, or its Affiliate, shall then have an optional prior right,
for a period often (10) days after receipt of the Offer Notice, to exercise its
right to purchase such production by matching the terms and conditions contained
in the Offer Notice. Failure to notify Buyer of its election within such ten
(10) day period will be deemed an election by Manti not to exercise its
preferential purchase right, solely with respect to the offer contained in such
Offer Notice. Notwithstanding the foregoing, to the extent the Hydrocarbon
production offered for sale is subsequently purchased by a third party on terms
and conditions that are materially different than those contained in the Offer
Notice, pursuant to which Manti, or its Affiliate, has elected, or is deemed to
have elected, not to purchase, Manti's preferential right to purchase will be
reinstated, with a shortened time period of five business days for exercise,
which will commence upon Manti's receipt of full details of the terms and
conditions under which such production is being sold.

                                    ARTICLE 7

                             CONDITIONS PRECEDENT TO
                           BUYER'S OBLIGATION TO CLOSE

      Buyer's obligation to purchase the Assets and to take the other actions
required to be taken by Buyer at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Buyer, in whole or in part):

      7.1. Accuracy of Representations. All of Sellers'representations and
warranties in this Agreement (considered collectively) must have been accurate
in all material respects as of the date of this Agreement, and must be accurate
in all material respects as of the Closing Date as if made on the Closing Date,
without giving effect to any supplement to the Disclosure Schedule.

      7.2. Seller's Performance.

            (a)   All of the covenants and obligations that Seller is required
                  to perform or to comply with pursuant to this Agreement at or
                  prior to the Closing (considered collectively) must have been
                  duly performed and complied with in all material respects.


                                       20

<PAGE>

            (b)   Seller must deliver, or be prepared to deliver, each document
                  required to be delivered by it pursuant to Section 2.04.

      7.3. No Proceedings. Since the date of this Agreement, there must not have
been commenced or Threatened against Sellers, or against any Affiliates thereof,
any Proceeding (a) involving any challenge to, or seeking damages or other
relief in connection with, any of the Contemplated Transactions, or (b) that may
have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the Contemplated Transactions.

      7.4. Production Volumes. The actual volume or quantity of both
hydrocarbons and water produced from the Wells for a specific period of time
must be substantially consistent with the volumes appearing in Seller's records
and reports furnished to Buyer and reflected in state regulatory agency reports
for that same period of time.

                                    ARTICLE 8

                              CONDITIONS PRECEDENT
                         TO SELLER'S OBLIGATION TO CLOSE

      Seller's obligation to sell the assets and to take the other actions
required to be taken by Seller at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Seller, in whole or in part):

      8.1. Accuracy of Representations. All of Buyer's representations and
warranties in this Agreement (considered collectively) must have been accurate
in all material respects as of the date of this Agreement, and must be accurate
in all material respects as of the Closing Date as if made on the Closing Date,
without giving effect to any supplement to the Disclosure Schedule.

      8.2. Buyer's Performance.

            (a)   All of the covenants and obligations that Buyers are required
                  to perform or to comply with pursuant to this Agreement at or
                  prior to the Closing (considered collectively) must have been
                  duly performed and complied with in all material respects.

            (b)   Buyer must deliver, or be prepared to deliver, each document
                  required to be delivered by it pursuant to Section 2.04.

      8.03. No Proceedings. Since the date of this Agreement, there must not
have been commenced or Threatened against Buyer, or against any Affiliates
thereof, any Proceeding (a) involving any challenge to, or seeking damages or
other relief in connection with, any of the Contemplated Transactions, or (b)
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the Contemplated Transactions.

                                    ARTICLE 9


                                       21

<PAGE>

                                   TERMINATION

      9.01. Termination Events. This Agreement may, by written notice given
prior to or at the Closing, be terminated:

            (a)   by either Buyer or Seller if a material Breach of any
                  provision of this Agreement has been committed by the other
                  party and such Breach has not been waived or cured;

            (b)   by mutual consent of Buyer and Seller;

            (c)   by either Buyer or Seller if the Closing has not occurred
                  (other than through the failure of any party seeking to
                  terminate this Agreement to comply fully with its obligations
                  under this Agreement) on or before the date scheduled for
                  Closing in paragraph 2.03, or such later date as the parties
                  may agree upon in writing;

            (d)   by Buyer if the conditions in Article 7 have not been
                  satisfied on or before Closing;

            (e)   by a Seller if the conditions in Article 8 have not been
                  satisfied on or before Closing; or

            (f)   as provided in Article 11.

      9.02. Effect of Termination. Each party's rights of termination under
Article 11 are in addition to the rights it may have under this Article 9. If
this Agreement is terminated pursuant to Section 9.01, all further obligations
of the parties under this Agreement will terminate, but such termination will
not impair nor restrict the rights of either party against the other under
Article 10.

                                   ARTICLE 10

                            INDEMNIFICATION; REMEDIES

      10.1. Survival. Subject to Section 10.04, all representations, warranties,
covenants, and obligations in this Agreement, the Disclosure Schedule, the
certificates delivered pursuant to Section 2.04, and any other certificate or
document delivered pursuant to this Agreement will survive the Closing, except
to the extent of any written waiver signed by the waiving party.

      10.2. Indemnification and Payment of Damages by Seller. Except as
otherwise limited in this Article 10, each Seller, severally as its interest may
appear and not jointly, will indemnify and hold harmless Buyer and its
respective Representatives, stockholders, controlling persons, directors,
officers, and affiliates (collectively, the "Buyer Indemnified Persons") for,
and will pay to the Buyer Indemnified Persons the amount of, any loss,
liability, claim, or damage, whether or not involving a third-party claim
(collectively, "Damages"), arising from:


                                       22

<PAGE>

            (a)   any Breach of any representation or warranty made by Seller in
                  this Agreement, or in any certificate delivered by such Seller
                  pursuant to this Agreement;

            (b)   any Breach by Seller of any covenant or obligation of Seller
                  in this Agreement;

            (c)   any claim by any Person for brokerage or finder's fees or
                  commissions or similar payments based upon any agreement or
                  understanding alleged to have been made by any such Person
                  with Seller (or any Person acting on its behalf) in connection
                  with any of the Contemplated Transactions; or

            (d)   if Closing occurs, the use, ownership or operation of the
                  Assets by Seller prior to the Effective Time, except to the
                  extent assumed by Buyer as Assumed Liabilities.

      Except for Buyer's termination rights under Articles 9 and 11 of this
Agreement, the remedies provided in this Article 10 (if Closing occurs) and
Section 2.02 (if Closing does not occur) are Buyer's and Buyer Indemnified
Persons' exclusive remedies for Seller's Breaches.

      10.03. Indemnification and Payment of Damages by Buyer. Except as
otherwise limited in this Article 10, Buyer will indemnify and hold harmless
Seller and its Representatives, stockholders, controlling persons, directors,
officers, and affiliates (collectively, the "Seller Indemnified Persons"), and
will pay to Seller Indemnified Persons the amount of any Damages arising from:

            (a)   any Breach of any representation or warranty made by Buyer in
                  this Agreement or in any certificate delivered by Buyer
                  pursuant to this Agreement;

            (b)   any Breach by Buyer of any covenant or obligation of Buyer in
                  this Agreement;

            (C)   ANY LOSS, LIABILITY, CLAIM, DAMAGE OR SLUT WHICH ANY OF
                  BUYER'S EMPLOYEES OR AGENTS OR THEIR HEIRS, EXECUTORS, OR
                  ASSIGNS MA Y ASSERT AGAINST SELLER, BASED LIPOI\ INJURY TO
                  PERSON, INCLUDING PEA TH OR TO PROPERTY, ARISING IN ANY MANNER
                  WHA TSOEVER FROM ANY INSPECTIONS OF SELLER'S PROPERTY PRIOR
                  TOCLOSING, WHETHER OR NOT BASED UPON STRICT LIABILITY OR
                  CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR
                  PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH
                  INJURY WAS OCCASIONED SOLEL Y BY THE GROSS NEGLIGENCE OR
                  INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR
                  EMPLOYEE OR AGENT THEREOF; PROVIDED THAT SELLER AGREES TO
                  INDEMNIFY, RELEASE AMD HOLD BUYER HARMLESS FOR ANY DAMAGE TO
                  THE FACILITIES AND/OR EQUIPMENT OF SELLER THA T OCCURS DURING
                  SVCH INSPECTION so LONG AS SUCH INSPECTION IS MADE UNDER THE
                  SUPER VISION OF A SELLER'S EMPLOYEE OR AGENT PHYSICALL YA T
                  THE LOCA TION WHEN AND WHERE THE DAMAGE OCCURS,


                                       23

<PAGE>

            (d)   if Closing occurs and subject to the provisions of paragraph
                  5.02, the use, ownership, or operation of the Assets after the
                  Effective Time;

            (e)   if Closing occurs, the Assumed Liabilities.

      Except for Sellers' termination rights under Article 9 and Article 11 of
this Agreement, the remedies provided in this Article 10 (if Closing occurs) and
Section 2.02 (if Closing does not occur) are Seller's and Seller's Indemnified
Persons' exclusive remedies for Buyer's Breaches.

      10.4. Time Limitations. Seller will have no liability (for indemnification
or otherwise) with respect to any representation or warranty, or covenant or
obligation to be performed and complied with prior to the Closing Date, unless
on or before one (1) year from the Closing Date, Buyer notifies Seller of a
claim specifying the factual basis of that claim in reasonable detail to the
extent then known by Buyer.

      10.5. Limitations on Amount--Seller. If the Closing occurs, Seller will
have no liability under Section 10.02 until the total of all Damages indemnified
thereunder exceeds $100,000, and then Seller will be liable for the entire
amount of such Damages.

      10.6. Limitations on Amount--Buyer. If the Closing occurs, Buyer will have
no liability under Section 10.03 until the total of all Damages indemnified
thereunder exceeds $100,000, and then Buyer will be liable for the entire amount
of such Damages.

      10.7. Procedure for Indemnification--Third Party Claims.

            (a)   Promptly after receipt by an indemnified party under Section
                  10.02 or 10.03 of a claim for Damages or notice of the
                  commencement of any Proceeding against it, such indemnified
                  party will, if a claim is to be made against an indemnifying
                  party under such Section, give notice to the indemnifying
                  party of the commencement of such claim.

            (b)   If any Proceeding referred to in Section 10.07(a) is brought
                  against an indemnified party and it gives notice to the
                  indemnifying party of the commencement of such Proceeding, the
                  indemnifying party will be entitled to participate in such
                  Proceeding and, to the extent that it wishes (unless (i) the
                  indemnifying party is also a party to such Proceeding and the
                  indemnified party determines in good faith that joint
                  representation would be inappropriate, or (ii) the
                  indemnifying party fails to provide reasonable assurance to
                  the indemnified party of its financial capacity to defend such
                  Proceeding and provide indemnification with respect to such
                  Proceeding), to assume the defense of such Proceeding with
                  counsel satisfactory to the indemnified party and, after
                  notice from the indemnifying party to the indemnified party of
                  its election to assume the defense of such Proceeding, the
                  indemnifying party will not, as long as it diligently conducts
                  such defense, be liable to the indemnified party under this
                  Article 10 for any fees of other counsel or any other expenses
                  with respect to the defense of such Proceeding, in each case
                  subsequently incurred by the indemnified party in connection
                  with the defense of such Proceeding. If the indemnifying party
                  assumes the defense of a Proceeding, no compromise or
                  settlement of such claims may be effected by the indemnifying
                  party without the indemnified party's consent unless (A) there
                  is no finding or admission of any violation of Legal
                  Requirements or any violation of the rights of any Person and
                  no effect on any other claims that may be made against the
                  indemnified party, and (B) the sole relief provided is
                  monetary damages that are paid in full by the indemnifying
                  party; and (C) the indemnified party will have no liability
                  with respect to any compromise or settlement of such claims
                  effected without its consent.


                                       24

<PAGE>

            (c)   Notwithstanding the foregoing, if an indemnified party
                  determines in good faith that there is a reasonable
                  probability that a Proceeding may adversely affect it or its
                  affiliates other than as a result of monetary damages for
                  which it would be entitled to indemnification under this
                  Agreement, the indemnified party may, by notice to the
                  indemnifying party, assume the exclusive right to defend,
                  compromise, or settle such Proceeding, but the indemnifying
                  party will not be bound by any determination of a Proceeding
                  so defended or any compromise or settlement effected without
                  its consent (which may not be unreasonably withheld).

      10.8. Procedure for Indemnification--Other Claims. A claim for
indemnification for any matter not involving a third-party claim may be asserted
by notice to the party from whom indemnification is sought.

      10.9. Extent of Representations and Warranties.

            (a)   EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS
                  AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
                  WHATSOEVER, AL\D DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR
                  ANYREPRESENTA TION, WARRANTY, STA TEMENTORINFORMA T1O1\MADE OR
                  COMMUNICATED (ORALLY OR LL\ WRITING) TO BUYER (INCLUDING ANY
                  OPINION, 1NFORMA TION OR ADVICE WHICH MA Y HA VE BEEN PROVIDED
                  TO BUYER BY ANY AFFILIA TE, OFFICER, DIRECTOR, STOCKHOLDER,
                  PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF
                  SELLER OR BY ANY INVESTMENT BANK OR INVESTMENT BANKING FIRM,
                  ANY PETROLEUM ENGINEER OR ENGINEERING FIRM, SELLER'S COUNSEL
                  OR ANY OTHER AGENT, CONSULTANT OR REPRESENTA TIVE), WITHOUT
                  LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE
                  EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY
                  DISCLAIM AND NEGA TE ANY REPRESENTA TION OR WARRANTY, EXPRESS,
                  IMPLIED, A T COMMON LA W, BYSTA TUTE, OR OTHER WISE RE LA TING
                  TO (A) THE TITLE TO ANY OF THE ASSETS EXCEPT THAT SELLER
                  EXPRESSLY WARRANT THA T THE SUBJECT LEASES ARE FREE AND CLEAR
                  OF ALL LIENS, SECURITY INTERESTS, ENCUMBRANCES OR DEFECTS IN
                  TITLE, EXCEPT PERMITTED ENCUMBRANCES, (B) THE CONDITION OF THE
                  ASSETS FINCLUDING WITHOUT LIMITA TION, ANY IMPLIED OR EXPRESS
                  WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
                  PURPOSE, PROF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS),
                  IT BEING DISTINCTLY UNDERSTOOD THE ASSETS ARE BEING SOLD
                  "AS/S", "WHERE fs" AND "WITH ALL FAULTS As To ALL MATTERS",
                  (c) ANY INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY
                  RIGHT OF ANY THIRD PARTY (D) ANY INFORMA TION, DA TA OR OTHER
                  MA TERIALS (WRITTEN OR ORAL) FURNISHED TO BUYER BY OR ON
                  BEHALF OF SELLER (INCLUDING WITHOUT LIMITATION, IN RESPECT OF
                  GEOLOGICAL AND ENGINEERING DA TA, THE EXISTENCE OR EXTENT OF
                  OIL, GAS OR THE MINERAL RESERVES, THE RECOVERABILITY OF SUCH
                  RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, AND THE ABILITY TO
                  SELL OIL OR GAS PRODUCTION AFTER CLOSING), AND(E) THE
                  ENVIRONMENTAL CONDITION AND OTHER CONDITION OF THE ASSETS AND
                  ANY POTENTIAL LIABILITY ARISING FROM OR RELA TED TO THE
                  ASSETS.


                                       25

<PAGE>

            (b)   Buyer acknowledges and affirms that it has had full access to
                  information with respect to the Assets, and that Buyer has
                  made its own independent investigation, analysis and
                  evaluation of the Contemplated Transactions (including Buyer's
                  own estimate and appraisal of the extent and value of Seller's
                  Hydrocarbon reserves attributable to the Assets and an
                  independent assessment and appraisal of the environmental
                  risks associated with the acquisition of the Assets). Buyer
                  hereby irrevocably covenants to refrain from, directly or
                  indirectly, asserting any claim, or commencing, instituting or
                  causing to be commenced, any Proceeding of any kind against a
                  Seller, or Affiliate thereof, alleging facts contrary to the
                  foregoing acknowledgement and affirmation.

      10.10. Compliance With Express Negligence Test THE PARTIES AGREE THAT THE
OBLIGATIONS OF THE INDEMNIFYING PARTY TO INDEMNIFY THE INDEMNIFIED PARTY WILL BE
WITHOUT REGARD TO THE NEGLIGENCE OR STRICT LIABILITY OF THE INDEMNIFIED PARTY,
WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, CONCURRENT
OR SOLE. The foregoing is a specifically bargained for allocation of risk among
the parties, which the parties agree and acknowledge satisfies the express
negligence rule and conspicuousness requirement under Texas law.


                                       26

<PAGE>

      10.11. Limitations of Liability. In no event will Seller or Buyer ever be
liable to the other for any consequential, special, indirect, exemplary or
punitive damages relating to or arising out of the Contemplated Transactions or
the Assets, except as expressly provided in this Article.

                          ARTICLE 11 TITLE MATTERS AND

                              ENVIRONMENTAL MATTERS

      11.1. Title Examination and Access. Buyer may make or cause to be made at
its expense such examination as it may desire of the title of Seller to the
Assets. For such purposes, Seller will (a) give to Buyer and to the employees,
consultants, independent contractors, attorneys and other advisers of Buyer full
access at any reasonable time to all of the files, records, contracts,
correspondence, computer output and data files, maps, data, reports, plats,
abstracts of title, lease files, well files, unit files, division order files,
production marketing files, title opinions, title files and title records, title
insurance policies, ownership maps, surveys and any other information, data,
records and files which Seller may have (or have access to) relating in any way
to the title to the Assets, the past or present operation thereof and the
marketing of production therefrom; (b) furnish to Buyer all other information in
the possession of or available to Seller with respect to the title to the Assets
as Buyer may from time to time reasonably request, except to the extent that (i)
Seller is prohibited therefrom by any agreement or contract to which they are a
party or of which they are a beneficiary, and (ii) the same constitute
interpretations made by Seller which they deem confidential or proprietary and
which relate to other properties owned by Seller; and (c) authorize Buyer and
its representatives to consult with attorneys, abstract companies and other
consultants or independent contractors of Seller, whether utilized in the past
or presently, concerning title-related matters with respect to the Assets.
Seller will advise Buyer of any restrictions or constraints on the right of
Seller to provide and disclose to Buyer all data and information herein
provided, and Buyer will have the right and power to attempt to remove such
restrictions and constraints.

      11.2. Defensible Title. On the Closing Date, each Seller will convey to
Buyer Defensible Title to such Seller's interest in the Assets. As used herein
the term "Defensible Title" will mean, as to such Seller's interest in the
Assets, that title which:

      Entitles Seller, as to the Wells described on Exhibit A to receive not
less than the interests set forth in such Exhibit as the respective "Net Revenue
Interests", of all Hydrocarbons produced, saved and marketed therefrom, through
the plugging, abandonment and salvage of such Wells, except for any decrease (i)
caused by orders of the appropriate regulatory body having jurisdiction over the
Wells that are promulgated after the Effective Time that concern pooling,
unitization, communization or spacing matters, (ii) caused by Buyer, its
successors or assigns; or (iii) arising from operation of any Contract
proportionately assigned to Buyer hereby.


                                       27

<PAGE>

      Obligates Seller, as to the Wells described on Exhibit A to bear not more
than the respective percentages designated as the "WorkinR Interests" set forth
in such Exhibits of the costs and expenses relating to the maintenance,
development and operation of the said Wells, through the plugging, abandonment
and salvage of such Wells, except for any increase (i) caused by Buyer, its
successors and assigns, (ii) that also results in the Net Revenue Interest
associated with the Well being proportionately increased, or (iii) caused by
orders of the appropriate regulatory agency having jurisdiction over the Wells
that are promulgated after the Effective Time that concern pooling, unitization,
communization or spacing matters;

      Constitutes all of Seller's right, title and interest in and to leasehold
estate and working interest in and to all of the Assets; and

      Is free and clear of all Encumbrances except for Permitted Encumbrances.

      11.3. Title Defects. On or before five (5) days before Closing, Buyer will
notify Seller in writing of any matter affecting the Assets which in the opinion
of Buyer would not give Buyer Defensible Title, in accordance with Section 11.02
hereof, and the Allocated Value of each such title defect (all of which are
herein called the "Title Defects"). Seller will thereupon have the right but not
the obligation to attempt to cure the Title Defects at their expense on or
before the Closing Date. If Seller elects not to cure the Title Defects or the
Title Defects cannot be cured or removed to the satisfaction of Buyer on or
before the Closing Date, Buyer may elect in writing (a) to waive the uncured
Title Defects or (b) to eliminate that portion of the Assets affected by the
Title Defects from the purchase and sale hereunder, in which event the Purchase
Price specified in Section 2.02 will be reduced by the Allocated Value of the
portion thereof so excluded; provided, however, that the Purchase Price will not
be adjusted pursuant to this Section 11.03(b) until the aggregate amount of the
value of the Title Defects exceeds $10.000 and then to the full extent of such
value. Any Title Defects which are not objected to by Buyer on or before five
(5) days before Closing will be deemed waived by the Buyer and to be Permitted
Encumbrances.

      11.4. Adjustments. If only a portion of any of the Assets is affected by
Title Defects, Buyer may elect to accept said Assets and pay a reduced Purchase
Price based upon the percentage loss of the affected Assets and the Purchase
Price will be adjusted by deducting the value of such Title Defect from the
Allocated Value of such Asset. If it is determined prior to Closing, by the
Seller or Buyer, that Seller's net revenue interest in any of the Wells is
greater than represented herein, the Wells will be increased by a proportionate
adjustment based upon the Allocated Value of such Producing Properties, taking
into account the relative increase in the expense bearing working interest, if
any, associated with the increased net revenue interest.

      11.5. Environmental Audit. Buyer may, at its option, cause an
environmental audit of the Assets to be conducted until five (5) days prior to
Closing ("Examination Period"). PROVIDED THAT, BUYER WILL REPAIR ANY DAMAGE TO
THE PROPERTIES OF SELLERS RESULTING FROM ITS INSPECTION OF SUCH PROPERTIES, AND
BUYER WILL INDEMNIFY, DEFEND (INCLUDING REASONABLE ATTORNEYS' FEES) AND HOLD
SELLERS HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES,
OBLIGATIONS, CLAIMS, LIABILITIES, EXPENSES OR CAUSES OF ACTION (COLLECTIVELY THE
"CLAIMS") ARISING FROM SUCH INSPECTIONS, INCLUDING WITHOUT LIMITATION CLAIMS FOR
PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND LIENS FOR SERVICES PROVIDED, IN EACH
INSTANCE, EXCLUDING CLAIMS RESULTING FROM THE NEGLIGENCE OR STRICT LIABILITY OF
SELLERS OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS. Buyer will notify
Sellers in writing (the "Environmental Notice") on or before 5:00 p.m. (Central
Standard Time) not later than the end of the Examination Period of any
environmental matters disclosed by such audit or with respect to which Buyer
otherwise has knowledge, that Buyer reasonably believes in good faith may
constitute a Violation of Environmental Laws, including with such notice a
reasonably detailed description of the specific matter that is an alleged
Violation of Environmental Laws. Upon receipt of the Environmental Notice,
Seller will have the right, but not the obligation, to attempt to cure the
applicable environmental liabilities attributable to the Violations of
Environmental Laws prior to Closing. Seller's consideration of, or election to
proceed with, any of the remedies hereunder will not be deemed to be an
admission by any Person with respect to the occurrence of any Violation of
Environmental Law or any violation of any other Legal Requirement.


                                       28

<PAGE>

      11.06. Remedies For Violations Of Environmental Laws. In the event that
any Violation of Environmental Law is not expressly waived by Buyer or cured by
Seller on or before the Closing, the following provisions will apply:

      (a)   If, in Buyer's reasonable good faith estimate, the aggregate amount
            to cure all Violations of Environmental Law described in the
            Environmental Notice (collectively, the "Defect Amount") is $100,000
            or less, Buyer will proceed to Closing in accordance with the
            remaining provisions hereby and such Violations of Environmental Law
            will be deemed waived.

      (b)   If, in Buyer's reasonable good faith estimate, the Defect Amount is
            more than $ 100,000 but less than five percent (5%) of the Purchase
            Price, Buyer will reduce the Purchase Price by an amount equal to
            the cost to cure the Violations of Environmental Law and proceed to
            Closing.

      (c)   If, in Buyer's reasonable good faith estimate, the Defect Amount is
            more than five percent (5%) of the Purchase Price, then either Buyer
            or Seller may elect to terminate this Agreement.

      11.7. Right of Termination. If the adjustments to the Purchase Price
pursuant to Sections 11.03, 11.04 and 11.06 exceed ten percent (10%) of the
Purchase Price, either party may terminate this Agreement by written notice to
the other prior to the Closing Date, in which case neither party will have any
liability to the other except as otherwise set forth in this Agreement.

      11.8. Disputes. If the parties are unable to agree as to (a) whether a
particular matter constitutes a Title Defect or Violation of Environmental Law;
(b) the portion of the Assets affected by the Title Defect or Defect Amount; or
(c) the appropriate reduction in the Purchase Price to be made upon elimination
from this transaction of the portion of the Assets affected by the Title Defect
or Defect Amount; then in those events if Closing occurs the average of Sellers'
and Buyer's estimate of the value of asserted Title Defects and Defect Amount
will be used to adjust the Purchase Price in accordance with Article 2 for
purposes of Closing, provided, that Sellers' and Buyer's estimate will be
consistent with the Allocated Values set forth on the Exhibits attached hereto.
It is further provided that, if the difference between Buyer's and Sellers'
estimates as to such amounts exceeds $200,000, Sellers may elect to terminate
this Agreement. If Closing occurs, such disagreement will be resolved after
Closing by arbitration in accordance with Section 12.14. In the event the values
of Title Defects and Defect Amount as estimated by Buyer are such that Buyer
believes it is entitled to refuse to close and Buyer elects to refuse to close,
such disagreement will be resolved by arbitration in accordance with Section
12.14.


                                       29

<PAGE>

      11.09. Casualty Loss and Condemnation.

            (a)   If after the date of execution of this Agreement and prior to
                  the Closing any part of the Assets is destroyed by fire or
                  other casualty or if any part of the Assets is taken in
                  condemnation or under the right of eminent domain or if
                  proceedings for such purposes are pending or Threatened, this
                  Agreement will remain in full force and effect notwithstanding
                  any such destruction, taking, proceeding, or threat.

            (b)   Except to the extent permitted or required pursuant to this
                  Agreement, after the date of execution of this Agreement,
                  without Buyer's prior consent, no insurance or condemnation
                  proceeds will be committed or applied by Seller prior to the
                  Closing Date to repair, restore, or replace a damaged or taken
                  portion of the Assets if the cost to repair, restore, or
                  replace a damaged or taken portion of the Assets is projected
                  to exceed $25,000. To the extent such proceeds are not
                  committed or applied by Seller prior to the Closing Date in
                  accordance with this Section 11.07(b), Seller will at the
                  Closing pay to Buyer all sums paid to Seller by reason of such
                  destruction or taking, less any reasonable costs and expenses
                  incurred by Seller in collecting such proceeds. In addition
                  and to the extent such proceeds have not been committed or
                  applied by Seller in accordance with this Section 11.07(b), in
                  such repair, restoration, or replacement, Seller will transfer
                  to Buyer, at Closing, without recourse against Seller, all of
                  the right, title, and interest of Seller in and to any unpaid
                  insurance or condemnation proceeds arising out of such
                  destruction or taking, less any reasonable costs and expenses
                  incurred by Seller in collecting such proceeds. Any such funds
                  which have been committed by Seller for repair, restoration,
                  or replacement as aforesaid will be paid by Seller for such
                  purposes or, at Seller's option, delivered to Buyer upon
                  Seller's receipt from Buyer of adequate assurance and
                  indemnity that Seller will incur no liability or expense as a
                  result of such commitment.


                                       30

<PAGE>

            (c)   If and to the extent a casualty occurring after the date of
                  execution of this Agreement and before Closing is not covered
                  by insurance, Buyer and Seller will attempt to agree on the
                  value of the uninsured casualty on or before the date five (5)
                  days after Buyer receives written notice of the casualty. If
                  the parties are not able to agree on such value within such
                  5-day period, the value will be determined by an independent
                  casualty adjuster, experienced in determining casualty losses
                  in matters similar to the disputed casualty loss, who will be
                  selected by Seller from a list of three (3) such independent
                  casualty adjusters that is provided to Seller by the Buyer.
                  Said independent casualty adjuster will be selected by Seller
                  within five (5) days of the written receipt by Seller of
                  Buyer's written listing of independent casualty adjusters and
                  will provide both Seller and Buyer with a complete and
                  documented report as to his findings within ten (10) business
                  days of being selected by Seller.

      For purposes of this Section, the value of the uninsured casualty will be
equal to the lesser of (i) the aggregate reduction in Allocated Value of the
affected portion of the Assets resulting from the uninsured casualty, or (ii)
the amount required to repair the affected portion of the Assets to its
condition immediately preceding the occurrence of the casualty. The Purchase
Price will be reduced by the amount of the value of such an uninsured casualty
as finally determined pursuant to this Section, and if such final determination
is not available on the scheduled Closing Date, Closing will not be delayed, but
rather, such Purchase Price reduction will be a part of the final adjustments to
be made after Closing as contemplated by Section 2.05.

                               ARTICLE 12 GENERAL
                                   PROVISIONS

      12.1. Expenses. Except as otherwise expressly provided in this Agreement
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the Contemplated Transactions, including all fees and expenses of agents,
representatives, counsel, and accountants.

      12.2. Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by telecopier (with written confirmation of receipt), provided that a copy
is mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):

Buyer:            Capco Offshore, Inc.
                  5555 San Felipe, Suite 725
                  Houston, Texas 77056


                                       31

<PAGE>

with a copy to:   Michel E. Curry
                  Cotton, Bledsoe, Tighe & Dawson, P.C.
                  500 W. Illinois, Suite 300 Midland,
                  Texas 79701

Seller:           Manti Resources, Inc.
                  Manti Operating Company
                  Manti Jamba, LTD. Suite
                  2300 South Tower 800 North
                  Shoreline Blvd. Corpus
                  Christi, Texas 78401

                  Tri-C Resources, Inc.
                  909 Wirt Road Houston,
                  Texas 77024

                  Sunbelt Energy, Ltd.,
                  Sunbelt Energy Properties I, L.L.C.
                  Sunbelt Energy Properties - St. Bernard, L.L.C.
                  Sunbelt Energy Properties - Lake Borgne, L.L.C.
                  Sunbelt Energy Properties - Bluebell, L.L.C.
                  Sunbelt Energy Properties - Jambalaya, L.L.C.
                  Sunbelt Energy Properties - Model T, L.L.C.
                  Sunbelt Energy Properties-Gumbo, L.L.C.,
                  309 La Rue France, Suite 104
                  Lafayette, LA 70508

with a copy to:   Gerald E. Thornton, Jr.
                  Matthews & Branscomb, P.C. 802
                  N. Carancahua, Ste. 1900 Corpus
                  Christi, Texas 78470-0700

      12.03. Jurisdiction; Service of Process. A NY A CTiON OR PROCEEDING
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT ARISING OUT OF, THIS
AGREEMENT OR THE CONTEMPLA TED TRANSACTIONS MUST BE BROUGHT AGAINST ANY OF THE
PARTIES IN THECOURTSOF THE STA TE OF TEXAS, COUNTY OF NUECES, OR, IF IT HAS OR
CAN ACQUIRE JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS (CORPUS CHRISTI DIVISION), AND EACH OF THE PARTIES CONSENTS TO
THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIA TEAPPELLA TE COURTS) IN
ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN.
PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE
SERVED ON ANY PARTY ANYWHERE IN THE WORLD.


                                       32

<PAGE>

      12.4. Further Assurances. The parties agree (a) to furnish upon request to
each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

      12.5. Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

      12.6. Entire Agreement and Modification. This Agreement supersedes all
prior agreements between the parties with respect to its subject matter and
constitutes (along with the documents referred to in this Agreement) a complete
and exclusive statement of the terms of the agreement between the parties with
respect to its subject matter. This Agreement may not be amended except by a
written agreement executed by the party to be charged with the amendment. No
representation, promise, inducement or statement of intention with respect to
the subject matter of this Agreement has been made by any party which is not
embodied in this Agreement together with the documents, instruments and writings
that are delivered pursuant hereto, and none of the parties shall be bound by or
liable for any alleged representation, promise, inducement or statement of
intention not so set forth.

      12.7. Assignments, Successors, and No Third-Party Rights. Any party may
assign any of its rights under this Agreement provided that any such assignment
will not relieve such party of any of its obligations under this Agreement
without the prior consent of any other party. Subject to the preceding
sentences, this Agreement will apply to, be binding in all respects upon, and
inure to the benefit of the successors and permitted assigns of the parties.
Nothing expressed or referred to in this Agreement will be construed to give any
Person other than the parties to this Agreement or any other agreement
contemplated herein, any legal or equitable right, remedy, or claim under or
with respect to this Agreement or any provision of this Agreement. This
Agreement, any other agreement contemplated herein, and all provisions and
conditions hereof and thereof are for the sole and exclusive benefit of the
parties to this Agreement and such other agreements, and their respective
successors and assigns.


                                       33

<PAGE>

      12.8. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

      12.9. Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

      12.10. Time of Essence. With regard to all dates and time periods set
forth or referred to in this Agreement, time is of the essence.

      12.11. Governing Law. This Agreement and the relationship of the parties
with respect to the Contemplated Transaction will be governed by the laws of the
State of Texas without regard to conflicts of laws principles.

      12.12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

      12.13. Waiver Of Texas Deceptive Trade Practices - Consumer Protection
Act. Buyer's rights and remedies with respect to this transaction and with
respect to all acts or practices of Seller, past, present, or future, in
connection with this transaction will be governed by legal principles other than
the Texas Deceptive Trade Practices - Consumer Protection Act, V.C.T.A. BUS &
COMM Ann. Section 17.41 et seq. (the "DTP A"), or any similar statute of any
jurisdiction that may be applicable to the transactions contemplated hereby.
Buyer hereby unconditionally waives the applicability of the DTPA, or any
similar statute, to this transaction and any and all rights, duties, or remedies
that might be imposed by the DTPA, or any similar statute, provided, however,
Buyer does not waive Section 17.555 of the DTPA. Buyer represents, warrants, and
acknowledges that it is purchasing the Assets for commercial or business use.
Buyer further acknowledges, represents, and warrants that Buyer has knowledge
and experience in financial and business matters that enables it to evaluate the
merits and the risks of a transaction such as this and that Buyer is not in a
significantly disparate bargaining position with Seller. Buyer expressly
acknowledges and recognizes that the price for which Seller has agreed to sell
the Assets and perform its obligations under the terms of this Agreement has
been predicated upon the inapplicability of the DTPA, or any similar statute,
and this waiver of the DTPA, and any similar statute, by the Buyer. BUYER
FURTHER RECOGNIZES THAT SELLER, IN DETERMINING TO PROCEED WITH ENTERING INTO
THIS AGREEMENT, HAS EXPRESSLY RELIED ON THE PRO VISIONS OF THIS SECTION 12.13.


                                       34

<PAGE>

      12.14. Arbitration. All disputes, controversies, or claims that may arise
among the parties relating to this Agreement will be submitted to, and
determined by, binding arbitration. The arbitration will be conducted before a
single arbitrator pursuant to the Commercial Arbitration Rules then in effect of
the American Arbitration Association. The arbitrator will apply the laws of the
State of Texas (without regard to conflict of law rules) to the dispute,
controversy, or claim. Evidentiary questions will be governed by the Texas Rules
of Evidence. The arbitrator's award will be in writing and shall set forth
findings and conclusions upon which the arbitrator based the award. The
prevailing party in the arbitration will be entitled to recover its reasonable
attorneys' fees, costs, and expenses incurred in connection with the
arbitration, as determined by the arbitrator. Any award pursuant to the
arbitration will be final and binding upon the parties and judgment on the award
may be entered in any federal or state court having jurisdiction. The provisions
of this Section will survive the termination of this Agreement. Notwithstanding
the foregoing, this Section will not prevent any party from seeking injunctive
relief from a court of competent jurisdiction under appropriate circumstances,
provided, however, such action will not constitute a waiver of the provisions of
this Section.

      12.15. Tax Deferred Exchange. If Seller so requests, Buyer agrees to
cooperate with Seller in a tax-deferred exchange described in Section 1031 of
the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing,
Buyer shall not be obligated to enter into any agreement or to consent to an
assignment of Seller's rights or obligations hereunder which may have the effect
of (i) impairing the title to the Assets, (ii) increasing Buyer's obligations or
liability hereunder or resulting in any additional cost, expense or liability to
Buyer; or (iii) requiring Buyer to execute a purchase agreement for the purchase
of the exchange property or to take record title to the exchange property.
Seller hereby agrees to indemnify, defend and hold Buyer harmless from and
against any and all costs, expenses, claims, damages, losses or liabilities
(including, without limitation, reasonable attorney fees and costs) incurred by
Buyer in connection with any exchange transaction or transactions or the
performance by Buyer of its obligations pursuant to this Section.

      12.16. Press Release. Except as may be required by applicable law, neither
Buyer nor Seller will issue at or prior to Closing any publicity or other press
release without the prior written consent of the other party. After Closing of
the Contemplated Transactions, it is agreed that Buyer will issue any and all
such releases, and Seller will not do so without Buyer's prior written consent.

      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.

                                        SELLER:

                                        MANTI RESOURCES, INC.


                                        By:
                                            ----------------------------------
                                        Name:
                                        Title:


                                       35

<PAGE>

                                        MANTI OPERATING COMPANY


                                        By:
                                            ----------------------------------
                                        Name:
                                        Title:


                                        MANTI JAMBA, LTD.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                        TR-C RESOURCES, INC.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                        SUNBELT ENERGY, LTD.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                        SUNBELT ENERGY PROPERTIES I, L.L.C.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                        SUNBELT ENERGY PROPERTIES-ST.
                                        BERNARD, L.L.C.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                        SUNBELT ENERGY PROPERTIES-LAKE
                                        BORGNE, L.L.C.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                       36

<PAGE>

                                        SUNBELT ENERGY PROPERTIES-BLUE
                                        Kill, I. 1. (.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:


                                        SUNBELT ENERGY PROPERTIES-
                                        JAMBALAYA, L.L.C.


                                        By:
                                            ----------------------------------
                                        Name:
                                              --------------------------------
                                        Title:
                                               -------------------------------


                                        SUNBELT ENERGY PROPERTIES-GUMBO, L.L.C.


                                        By:
                                            ----------------------------------
                                        Name:
                                        Title:


                                        SUNBELT ENERGY PROPERTIES-MODEL
                                        T, L.L.C.


                                        By:
                                            ----------------------------------
                                        Name:
                                        Title:


                                        BUYER:

                                        CAPCO OFFSHORE, INC.


                                        By:
                                            ----------------------------------
                                        Name: Mike Myers
                                        Title: President


                                       37

<PAGE>

                                    EXHIBIT A

                                Schedule of Wells

                                                           Working   Net Revenue
Well Name                             API      Operator   Interest    Interest
-------------------------------   ----------   --------   --------   -----------
CABlk. 30 #1 (Hustler) CA Blk.    1772840058     MANTI      1.000    0.79833333
30 #3 (Seamaster) CA Blk. 27 #2   1772840060     MANTI      1.000    0.79833333
(Fireball) Biloxi Marsh LC# 1-2   1772840062     MANTI      1.000    0.77892924
PXPSL 17656 #2 (Fiesta) PXP       1708720315   MERIDIAN   0,145357     0.106111
CA 30 #2 (Hustler West)           1708720327      PXP      0.4375      0.328125
PXPSL17812#1 (Avenger)            1772840059      PXP      0.4375     0.3764583
PXPSL 17389#1 (Prowler)           1773020034      PXP      0.4375      0.328125
PXPSL17388#l(Catalina) PXP        1773020036      PXP      0.4375      0.338125
SL 17387#1 (Skyraider Dp.) PXP    1773020035      PXP      0.4375      0.338125
SL 17390#l(Twin Otter)            1773020038      PXP      0.4375      0.338125
                                  1772720532      PXP      0.4375      0.338125

                      Schedule of Leases and Rights of Way

LEASES
------

<TABLE>
<CAPTION>
LESSOR                              LESSEE                            DATE         RECORDING INFO.
---------------------------------   --------------------------------- ----------   ------------------------------------------------
<S>                                 <C>                               <C>          <C>

USA-Mineral Management Service-
OCS-G 24002***                      Manti Resources, Inc.             5/1/2002     N/A
                                                                                   COB 696. Folio 73 I/MLB 113, Entry #384834,

State of Louisiana-No. 17365        Kalar Corporation                 3/18/200
USA-Mineral Management              Manti Resources, Inc.             5/1/2002
Service-OCS-G2400I***
Mabel Isabel Molero Quatroy, et
al *                                Manti Resources, Inc.             5/9/2001     N/A
                                                                                   COB 717, Folio 339/MLB 116,Folio 6, Entry
                                                                                   397916, St. Bernard Parish, LA
                                                                                   St. Bernard Parish, LA

LAC Real Estate Holdings, L.L.C.*   Louisiana Oil and Gas, Inc.       5/3/2001
Biloxi Marsh Lands Corporation*     White Mountain Royalty
                                    Corporation                       10/26/2000   COB 696, Folio 724/MLB 113, Entry #384833, St.
                                                                                   Bernard Parish, LA Memo-COB 694,
                                                                                   MLB 112,Entry 383297,St. Bernard Parish, LA

State of Louisiana - No. 17656      WLB Investments, Inc.             11/18/2002   COB 730, Folio 182/MLB 118, Folio 98, Entry
                                                                                   #406251, St. Bernard Parish, LA, NA # 03-03420,
                                                                                   Instrument # 251353, Orleans Parish, LA.

State of Louisiana - No. 17812      Manti Jamba,Ltd.,et al            5/19/2003    COB 738, Folio 793/MLB 121, Folio 54, Entry
                                                                                   #413799,St. Bernard Parish, LA

State of Louisiana-No. 17389        Kalar Corporation Kalar           3/18/2002    COB 717, Folio 387/MLB 116, Folio 10, Entry
                                                                                   #397920,St. Bernard Parish, LA

State of Louisiana - No. 17388      Corporation Kalar                 3/18/2002    COB 717, Folio 375/MLB 116, Folio 9, Entry
                                                                                   #397919,St. Bernard Parish, LA

State of Louisiana-No. 17387**      Corporation                       3/18/2002    COB 717, Folio 363/MLB 116, Folio 8, Entry
                                                                                   #397918,St. Bernard Parish, LA

State of Louisiana-No. 17390        Kalar Corporation 3/18/2002                    COB 717, Folio, 399,/MLB 116, Folio #39792l,St.
                                                                                   Bernard Parish, LA 11. Entry
</TABLE>

<PAGE>

* = INSOFAR AND ONLY INSOFAR as said leases fall within the confines of unit
tract numbers 1A and 1B within the CR1S 1 RA SUC, established by Office of
Conservation Order No. 960-A-2, effective April 9,2002, and approved by the
Office of Conservation on November 4, 2003.

** = LESS AND EXCEPT measured depths from the surface of the earth down to the
stratigraphic equivalent of the bottom of the producing sand found between the
depths of 4,926' and 5,018' in the Manti Operating Company State Lease No. 17387
No. 1 Well situated thereon.

***Subject to a 3.5% overriding royalty interest, in favor of J. Michael Poole,
Sr., pursuant to Article 4.01 in that certain Exploration Joint Venture
Agreement between Manti Resources, Inc., and Sunbelt Energy, Ltd., et al, dated
May 1,2001.

Rights of Ways/Easements

<TABLE>
<CAPTION>
PIPELINE SEGMENT      SIZE     LENGTH
NO.                 (INCHES)   (FEET)                 FROM                          TO
-----------------   --------   ------   -----------------------------   -----------------------
<S>                     <C>    <C>      <C>                             <C>
                                        Well #2, Chandeleur Area,       6-inch SSTI, Chandeleur
                                        Blk. 30 -OCS-                   Area, Blk.
14390 14391 14519       4         385   G 24002                         30 - OCS-G 24002
                                        Well #3, Chandeleur Area,       6-inch SSTI, Chandeleur
                                        Blk. 30 -OCS-                   Area, Blk.
14388-ROWNo.                      529   G 24002                         30 - OCS-G 24002
                                        Caisson No. 3, Chandeleur       Caisson No. 2,
                                        Area, Blk. 27 -                 Chandeleur Area, Blk
G253216 14529 -         4       8,501   OCS-G 24001                     27 - OCS-G 24001
ROW
                                        Caisson # 1, Chandeleur Area,   Platform A, Chandeleur
                                        Blk. 30 -                       Area, Blk. 2<
No. G25347 6.6                 18,225   OCS-G 24002                     -OCS-G 05740
14530-
                                        Chandeleur Blk. 27 Caisson      Chandeleur Blk. 29
                                        No. 2 - OCS-                    Platform "B" -
ROWNo. G253484                 10,748   G 24001                         OCS-G 05740
                                        Caisson #2, Chandeleur Area,    Platform B, Chandeleur
                                        Blk. 27 -                       Area, Blk. 25
                               10,788   OCS-G 24001                     -OCS-G 05740
</TABLE>

ALL OF THE ABOVE PIPELINE SEGMENTS AND RIGHT-OF-WAYS ARE TAKEN FROM THE UNITED
STATES O AMERICA MINERAL MANAGEMENT SERVICE.

<TABLE>
<CAPTION>
LEASE
DATE                 LESSOR State of             LESSEE PXP         PARISH            ENTRY    BOOK   PAGE
---------   ---------------------------   -----------------------   ---------------   ------   ----   ----
<S>         <C>                           <C>                       <C>               <C>       <C>    <C>
12/19/03    Louisiana ROW 4428            Gulf Coast Inc            St. Bernard       422745    751    404
01/09/04    State of Louisiana ROW 4444   PXP Gulf Coast Inc        St. Bernard       424062    753     55
04/27/04    State of Louisiana ROW 4469   PXP Gulf Coast Inc        St. Bernard       427803    758     39
6/22/2004   State of Louisiana ROW 4509   PXP Gulf Coast Inc        St. Bernard       429903    760    519
</TABLE>

<PAGE>

                                    EXHIBIT B

                                    CONTRACTS

1.    Exploration Agreement South Louisiana Joint Venture, dated October 2,
      2003, by and between PXP Gulf Coast, Inc. and the Manti Group with Joint
      Operating Agreement attached as Exhibit E thereto, covering certain Main
      Areas in St. Bernard, Orleans and Plaquemines Parishes, Louisiana, as
      depicted on Exhibit "D" attached thereto.

2.    Amendment and Ratification to said October 2,2003 Exploration Agreement,
      dated October 2,2003, by and between PXP Gulf Coast, Inc. and the Manti
      Group covering the same lands as the aforementioned October 2, 2003
      Exploration Agreement.

3.    Second Amendment to said October 2, 2003 Exploration Agreement, dated
      November 17, 2003, by and between PXP Gulf Coast, Inc. and the Manti Group
      covering the same lands as the aforementioned October 2, 2003 Exploration
      Agreement.

4.    Ancillary Agreement to said October 2,2003 Exploration Agreement, dated
      October 2,2003, by and between PXP Gulf Coast, Inc. and the Manti Group
      covering the same lands as the aforementioned October 2, 2003 Exploration
      Agreement.

5.    Joint Operating Agreement dated November 12, 2003, by and between Manti
      Operating Company, as Operator, and Manti Jamba, Ltd., et al, as
      Non-Operators, covering State of Louisiana Lease No. 17365 and Outer
      Continental Shelf-Gulf lease No. 24001, known as the Fireball Unit located
      in Chandeleur Area Block 27, St. Bernard Parish, Louisiana and the Gulf of
      Mexico Outer continental Shelf offshore Louisiana.

6.    Joint Operating Agreement dated October 13,2003, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al, as Non-Operators,
      covering SL No. 17389, located in Chandeleur Sound Area Addition Block No.
      40, known as the Prowler Prospect, St. Bernard Parish, Louisiana.

7.    Joint Operating Agreement dated December 9,2003, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al as Non-Operators,
      covering acreage in Chandeleur Sound Area Addition Block No. 27, and the
      State of Louisiana Lease No. 17387 #1 well, known as the Skyraider Deep
      Prospect, St. Bernard Parish, Louisiana.

8.    Joint Operating Agreement dated October 30,2003, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al as Non-Operators,
      covering SL No. 17388 located in Chandeleur Sound Area Addition Block No.
      28, known as the Catalina and Buckaroo Prospects, St. Bernard Parish,
      Louisiana.

9.    Joint Operating Agreement dated December 23,2003, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al, as Non-Operators,
      covering SL No. 17390 in Chandeleur Sound Area Block No. 8, known as the
      Twin Otter Prospect, St. Bernard Parish, Louisiana.

<PAGE>

10.   Joint Operating Agreement dated January 1, 2004, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al, as Non-Operators,
      covering SL No. 17656 in the Lake Borgne Area, known as the Fiesta
      Prospect, St. Bernard Parish, Louisiana.

11.   Joint Operating Agreement dated January 1, 2004, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al, as Non-Operators,
      covering acreage in Chandeleur Area Block No. 30, being part of Outer
      Continental Shelf-G 24002 and known as the West Hustler Prospect, Offshore
      St. Bernard Parish, Louisiana.

12.   Model Unit Agreement dated November 12,2003, by and between Manti
      Resources, Inc., et al and the State Mineral Board of the State of
      Louisiana and the Minerals Management Service of the United States of
      America covering a portion of SL No. 17365 and a portion of OCS G-24001,
      that comprise the Fireball Unit located in the Chandeleur Area Block No.
      27, offshore Louisiana in the Gulf of Mexico and St. Bernard Parish,
      Louisiana, recorded in COB 751/MLB 125, File No. 422704 in the records for
      St. Bernard Parish Louisiana and with the Gulf of Mexico OCS Region of the
      MMS in Development and unitization file No. 754304001.

13.   Conservation Order No. 960-A-2 dated effective April 9, 2002, issued by
      the State of Louisiana Office of Conservation, establishing the CRISIRA
      SUC in the Bayou Biloxi Field, St. Bernard Parish, Louisiana. The Biloxi
      Marsh Lands 1 #2 is the unit well for the CRIS I RA SUC, established by
      this order.

14.   Joint Operating Agreement dated October 13,2003, by and between PXP Gulf
      Coast, Inc., as Operator and Manti Jamba, Ltd., et al, as non-operators,
      covering SL No. 17812 in Chandeleur Sound Area Addition Block No. 40,
      known as the Avenger Prospect, St. Bernard Parish, Louisiana.

15.   Chandeleur Sound Area Block No. 14 Commingling Facility Letter Agreement,
      dated December 17, 2003

 Insofar and only insofar as the above Contracts relate to the lands covered by
                  the Subject Leases described on Exhibit "A "

<PAGE>

                                    EXHIBIT C

           ASSIGNMENT AND BILL OF SALE OF OIL, GAS AND MINERAL LEASES

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.

STATE OF LOUISIANA

                                           KNOW ALL MEN BY THESE PRESENTS, THAT:

COUNTY OF _____________________

      This Assignment and Bill of Sale of Oil, Gas and Mineral Leases (this
"Assignment") is made effective as of 7:00 a.m. the 1st day
of_____________________, 2005 (hereinafter referred to as the "Effective Date"),
by and between [Seller], whose address is ________________________("Assignor")
and [Buyer] with an address of ___________________________________("Assignee").

                                        L

      NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), cash in hand paid, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged Assignor does hereby
BARGAIN, SELL, ASSIGN and TRANSFER unto Assignee, subject to all royalty and
overriding royalty interests including the J. Michael Poole, Sr., overriding
royalty interest identified on Exhibit "A" attached hereto, any other
outstanding interests, depth limitations or reassignment obligations, if any,
that may now burden Assignor's interest covered by this Assignment, and the
Production Payment hereinafter reserved, the following interests, all of which
are hereinafter sometimes referred to as the "Assigned Interests", to-wit:

a.    All of Assignor's right, title and interest in and to the Oil, Gas and
      Mineral Leases described in Exhibit "A" attached hereto and incorporated
      herein by reference for all purposes (the "Leases"), including, but not
      limited to, all of Assignor's leasehold estate and working interests,
      reversionary interests, recoupment rights and any other interests
      whatsoever in, to and under the Leases, such Leases entitling Assignee to
      the Working Interests and Net Revenue Interests in Wells located thereon
      described on Exhibit "A" and as provided in that certain Asset Purchase
      Agreement dated March_______________________2005, with Assignor and
      Assignee as parties (the "Purchase Agreement").

<PAGE>

b.    All of Assignor's right, title and interest in and to (i) all of the
      personal property, fixtures and improvements now situated thereon or
      appurtenant thereto, and all other equipment, including, but not limited
      to, the tanks, gun barrels, pumping units, dehydrators, tubing, wellhead
      equipment, flowlines and compressors, if any and (ii) all wellbores on the
      lands covered by the Leases;

c.    All of Assignor's right, title and interest in and to all valid and
      existing rights-of-way, easements, surface leases, permits, or licenses
      now or hereafter affecting the Assigned Interests;

d.    All of Assignor's right, title and interest in and to any amendments,
      ratifications, renewals or extensions of the Leases; and

e.    All of Assignor's right, title and interest in and to all oil, gas and
      other minerals that may be produced from all oil and/or gas wells located
      on the Assigned Interests subsequent to the Effective Date hereof.

f.    All of Assignor's right, title and interest in and to all valid and
      subsisting contracts insofar and only insofar as they are related to or
      affecting the foregoing specifically enumerated interests assigned
      hereunder and the oil, gas and all other hydrocarbons produced therefrom,
      including without limitation all operating agreements, exploration
      agreements, unit agreements, facilities use agreements, gas sales
      contracts, oil or other hydrocarbon sales contracts, processing
      agreements, transportation agreements, division orders, and all other
      valid contracts of whatever nature, including any and all amendments
      thereto.

      RESERVATION OF PRODUCTION PAYMENT. Assignor expressly reserves and retains
from the Assigned Interests a Production Payment in the sum of one million
($1,000,000.00), without interest, payable solely out of 25% of the oil, gas and
other hydrocarbons produced, saved and sold from the Assets, as defined in the
Purchase Agreement, from and after the occurrence of Payout. For purposes of the
Production Payment, "Payout" shall be the first day of the month immediately
following that point in time when Buyer has received from the sale of
hydrocarbons produced, saved and sold from the Assets, a sum equal to the
Purchase Price plus (i) the reasonable costs of operating for, producing and
marketing hydrocarbons from the Assets, and (ii) all severance taxes on
production and ad valorem taxes, if any, assessed against the Assets after the
Effective Date. The Production Payment retained by Assignor in this paragraph is
in addition to any and all royalty, overriding royalty, production payments, and
other Existing Burdens, if any, heretofore retained by others as of the
Effective Date, and Assignor shall have no liability for any cost or expense
incurred in the operation of the Assigned Interests except taxes on production.
All capitalized terms contained in this paragraph, unless otherwise defined in
this Assignment, shall have the meaning as defined in the Purchase Agreement.

                                       1L

      Assignee, in consideration of the mutual benefits to be derived hereunder,
and by its acceptance hereof, understands and agrees to the following terms and
conditions:

<PAGE>

a.    Assignee expressly assumes the "Assumed Liabilities" defined in the
      Purchase Agreement.

b.    Without limitation of the foregoing Section Il.a., Assignee assumes
      proportionate responsibility for and agrees to plug and abandon each and
      every well located on the Assigned Interests and to restore the surface of
      the Assigned Interests in accordance with applicable governmental rules,
      regulations, laws and orders, and as may be required under the Leases or
      other agreements affecting the Assigned Interests and if there is any
      financial assurance required by any law, rule, or regulation, then
      Assignee shall secure a new financial assurance in the required amount,
      and supply it to the regulatory body requiring such financial assurance,
      to the end that Assignor's financial assurance shall be released and
      discharged. In the event Assignee fails to do any of the foregoing,
      Assignee agrees to release, indemnify, defend and hold harmless Assignor
      for all liability for such failure.

c.    Without limitation of the foregoing Section Il.a., Assignee hereby
      expressly assumes and agrees to be bound by and to perform all of the
      duties and obligations accruing after the Effective Date of this
      Assignment under the Leases or any agreement affecting the Assigned
      Interests proportionately attributable to the percentage interest herein
      assigned. ASSIGNEE, ITS SUCCESSORS AND ASSIGNS, HEREBY AGREES TO INDEMNIFY
      AND DEFEND ASSIGNOR, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
      SUCCESSORS AND ASSIGNS, FROM AND AGAINST ALL CLAIMS, DEMANDS AND CAUSES OF
      ACTION, INCLUDING COSTS OF CLEAN-UP OR PLUGGING LIABILITIES FOR ANY AND
      ALL WELLS, BROUGHT BY ANY AND ALL PERSONS, INCLUDING (WITHOUT LIMITATION),
      ASSIGNEE'S AND ASSIGNOR'S EMPLOYEES, AGENTS, OR REPRESENTATIVES AND ALSO
      INCLUDING (WITHOUT LIMITATION) ANY PRIVATE CITIZENS, PERSONS,
      ORGANIZATIONS, AND ANY AGENCY, BRANCH OR REPRESENTATIVE OF FEDERAL, STATE
      OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY OR DEATH OR DAMAGE,
      DESTRUCTION, OR LOSS OF PROPERTY, CONTAMINATION OF NATURAL RESOURCE
      (INCLUDING SOIL, SURFACE WATER OR GROUND WATER) OR THE ENVIRONMENT,
      INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING UNDER ENVIRONMENTAL LAWS
      RESULTING FROM OR ARISING OUT OF ANY LIABILITY CAUSED BY OR CONNECTED WITH
      THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL OF ANY KIND IN, ON OR
      UNDER THE ASSIGNED INTERESTS AT OR AFTER THE EFFECTIVE DATE, WITHOUT
      REGARD TO ASSIGNOR'S (1) NEGLIGENCE, WHETHER SUCH NEGLIGENCE IS ACTIVE OR
      PASSIVE, JOINT, SOLE OR CONCURRENT, OR (2) STRICT LIABILITY. THIS
      INDEMNIFICATION SHALL BE IN ADDITION TO ANY OTHER INDEMNITY PROVISIONS
      CONTAINED IN THIS ASSIGNMENT, AND IT IS EXPRESSLY UNDERSTOOD AND AGREED
      THAT ANY TERMS OF THIS PARAGRAPH SHALL CONTROL OVER ANY CONFLICTING OR
      CONTRADICTING TERMS OR PROVISIONS CONTAINED ELSEWHERE IN THIS ASSIGNMENT.

d.    The Assigned Interests have been utilized by Assignor for the purpose of
      exploration, development, and production of oil and gas. Assignee
      acknowledges that there may have been spills of crude oil and produced
      water or other material in the past on the Assigned Interests. In
      addition, some production equipment may contain asbestos and/or Naturally
      Occurring Radioactive Material (hereinafter referred to as "NORM"). In
      this regard, Assignee expressly understands that NORM may affix or attach
      itself to the inside of the wells, materials and equipment as scale, or in
      other forms, and that said wells, materials and equipment located on the
      Assigned Interests may contain NORM and that NORM-containing material may
      be buried or otherwise disposed of on the Assigned Interests. Assignee
      also expressly understands that special procedures may be required for the
      removal and disposal of asbestos and NORM from the equipment and Assigned
      Interests where it may be found and that Assignee assumes all liability
      for assessment, removal and disposal of any such materials and associated
      activities.

<PAGE>

e.    ASSIGNEE UNDERSTANDS AND AGREES THAT THIS TRANSFER IS MADE ON AN "AS IS,
      WHERE IS", AND "WITH ALL FAULTS" BASIS AND ASSIGNEE RELEASES ASSIGNOR FROM
      ANY LIABILITY WITH RESPECT THERETO WHETHER OR NOT CAUSED BY OR
      ATTRIBUTABLE TO ASSIGNOR'S NEGLIGENCE EXCEPT AS OTHERWISE EXPRESSLY AGREED
      UPON IN WRITING BY ASSIGNOR OR AS PROVIDED IN THIS PARAGRAPH. WITHOUT
      LIMITING THE ABOVE, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS ASSIGNMENT,
      ASSIGNEE WAIVES ITS RIGHT TO RECOVER FROM ASSIGNOR AND FOREVER RELEASES
      AND DISCHARGES ASSIGNOR FROM ANY AND ALL DAMAGES, CLAIMS, LOSSES,
      LIABILITIES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS, OR EXPENSES,
      WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS),
      WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT
      MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PHYSICAL
      CONDITION OF THE ASSIGNED INTERESTS OR ANY ENVIRONMENTAL LAW OR REGULATION
      APPLICABLE THERETO.

                                       IIL

      This Assignment is made and executed by Assignor and accepted by Assignee
subject to a proportionate part of the terms, conditions, reservations and
exceptions set forth in the following:

a.    the terms, provisions, covenants and royalties set forth in the Leases and
      any pooling, communitization and unitization agreements or orders
      affecting the Assigned Interests;

b.    all overriding royalty interests, restrictions, exceptions, reservations,
      burdens, encumbrances, conditions, limitations, interests, assignments,
      instruments, agreements and other matters, if any, that may burden or
      affect Assignor's interest in the Assigned Interests;

c.    the terms and conditions contained in any Joint Operating Agreement
      covering the Assigned Interests; and

d.    all Federal, State, and local laws and to all orders, rules, regulations
      and standards issued thereunder by all duly constituted political
      subdivisions and agencies having jurisdiction, and Assignee hereby
      warrants that it will comply with same. Further, Assignee specifically
      warrants that it will comply with any and all laws, orders, rules,
      regulations and standards of all Federal, State and local political
      subdivisions and agencies applicable to (1) all exploration, drilling,
      production, plugging, and abandonment procedures, and (2) the control,
      regulation and prevention of pollution, including, but not limited to,
      salt water discharge and contamination.

<PAGE>

ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY
DISCLAIMS AND NEGATES: (a) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
RELATING TO THE CONDITION OF ANY IMMOVABLE PROPERTY, MOVABLE PROPERTY,
EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND PERSONAL PROPERTY CONSTITUTING ANY
PART OF THE ASSIGNED INTERESTS: (b) ANY AND ALL REPRESENTATIONS AND WARRANTIES
AS TO ALL EQUIPMENT, PERSONAL PROPERTY, AND FIXTURES WHICH ARE SOLD AND CONVEYED
ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS: (c) ANY WARRANTY OR
REPRESENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO
THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY
TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT; (d)
ANY WARRANTY OF FITNESS FOR ANY PURPOSE: (e) ANY IMPLIED OR EXPRESS WARRANTY OF
FREEDOM FROM REDHIBITORY VICES OR DEFECTS OR OTHER VICES OR DEFECTS, WHETHER
KNOWN OR UNKNOWN: (f) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE
LAW NOW OR HEREAFTER IN EFFECT. ASSIGNEE SHALL HAVE INSPECTED, OR WAIVED (AND
UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSIGNED
INTERESTS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL CONDITION,
BOTH SURFACE AND SUBSURFACE. ASSIGNEE IS RELYING SOLELY UPON ITS OWN INSPECTION
OF THE ASSIGNED INTERESTS, AND ASSIGNEE SHALL ACCEPT ALL OF THE SAME IN THEIR
"AS IS, WHERE IS", AND "WITH ALL FAULTS" CONDITION. ALSO WITHOUT LIMITATION OF
THE FOREGOING, ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS,
RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER
FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THIS ASSIGNMENT
INCLUDING, WITHOUT LIMITATION, RELATIVE TO PRICING ASSUMPTIONS OR QUALITY OR
QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSIGNED INTERESTS
OR THE ABILITY OR POTENTIAL OF THE ASSIGNED INTERESTS TO PRODUCE HYDROCARBONS OR
THE ENVIRONMENTAL CONDITION OF THE ASSIGNED INTERESTS OR ANY OTHER MATTERS
CONTAINED IN THE MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR
OR BY ASSIGNOR'S AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS,
REPORTS, PROJECTIONS, INFORMATION AND OTHER

<PAGE>

MATERIALS (WRITTEN OR ORAL) FURNISHED BY ASSIGNOR OR OTHERWISE MADE AVAILABLE OR
DISCLOSED TO ASSIGNEE SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR
AGAINST ASSIGNOR AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S
SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW.

ASSIGNEE REPRESENTS AND WARRANTS THAT SUCH ASSIGNEE IS AN EXPERIENCED AND
KNOWLEDGEABLE INVESTOR IN OIL AND GAS PROPERTIES, HAS THE FINANCIAL AND BUSINESS
EXPERTISE TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS COVERED BY THIS
ASSIGNMENT, AND HAS RELIED SOLELY ON THE BASIS OF ITS OWN INDEPENDENT
INVESTIGATION OF THE ASSIGNED INTERESTS FOR ALL PURPOSES. ASSIGNEE ACKNOWLEDGES
THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF PERSONS IT DEEMED
APPROPRIATE CONCERNING THE CONSEQUENCES OF THE PROVISIONS OF THIS ASSIGNMENT AND
HEREBY WAIVES ANY AND ALL RIGHTS TO CLAIM THAT IT IS AN UNSOPHISTICATED INVESTOR
IN OIL AND GAS PROPERTIES.

                                       V,

      It is the intention and agreement of Assignor and Assignee hereunder that
the provisions of this Assignment be severable. Should the whole or any portion
of a section or paragraph be judicially held to be void or invalid, such holding
shall not affect other portions which can be given effect without the invalid or
void portion.

      Assignor and Assignee hereby agree that all of the covenants and
agreements contained herein shall extend to and be obligatory upon the heirs,
executors, representatives, administrators, successors, and assigns of Assignor
and Assignee, and shall be covenants running with the land.

      TO HAVE AND TO HOLD the same unto the Assignees, their successors and
assigns, according to the terms, covenants and conditions of the Leases and this
Assignment.

      Assignee joins in the execution hereof for the purpose of being bound by
all of the terms, provisions, obligations and covenants herein specified.

      Assignee acknowledges that all bolded provisions herein relating to
indemnity obligations, releases and waivers are conspicuous, satisfy the express
negligence rule under Texas law and represent a material bargained for
allocation of risk between Assignor and Assignee.

      IN WITNESS WHEREOF, this instrument is executed as of the acknowledgement
date of each of the parties hereto, but shall be effective as of the Effective
Date hereof.


Witnesses                           ASSIGNOR:

<PAGE>

                                    [SELLER]


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

                                    ASSIGNEE:


                                    [BUYER]


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

                               [ACKNOWLEDGEMENTS]
                                    EXHIBIT D

                              DISCLOSURE SCHEDULES

<PAGE>

                     Schedule 3.02 Seller's Authorizations;
                             Conflicts and Consents

<TABLE>
<CAPTION>
LESSOR                                  LESSEE             DATE               RECORDING INFO.
------                                  ------             ----               ---------------
<S>                             <C>                     <C>         <C>
                                White Mountain Royalty              Memo-COB 694,MLB 112,Entry 383297,:
Biloxi Marsh Lands Corporation       Corporation        10/26/2000  Bernard Parish, LA
</TABLE>

<PAGE>

                                  Schedule 3.05
                          Legal Proceedings and Orders

NONE

<PAGE>

                                  Schedule 3.11
                                    Consents

<TABLE>
<CAPTION>
LESSOR                                   LESSEE              DATE                 RECORDING INFO.
------------------------------   ----------------------   ----------   ----------------------------------
<S>                              <C>                      <C>          <C>
Biloxi Marsh Lands Corporation   White Mountain Royalty   10/26/2000   Memo-COB 694.MLB 112,Entry 383297,
                                 Corporation                           Bernard Parish, LA
</TABLE>

<PAGE>

                              Schedule 3.14 Notices
                            of Contract Cancellation

NONE

<PAGE>

                      Schedule 4.02 Buyer's Authorizations;
                             Conflicts and Consents

<TABLE>
LESSOR                                   LESSEE              DATE                 RECORDING INFO.
------------------------------   ----------------------   ----------   ----------------------------------
<S>                              <C>                      <C>          <C>
Biloxi Marsh Lands Corporation   White Mountain Royalty   10/26/2000   Memo-COB 694,MLB 112,Entry 383297,
                                 Corporation                           Bernard Parish, LA
</TABLE>

<PAGE>

                                  Schedule 2.02
                          Allocation of Purchase Price

                                Allocated Value
                                ---------------
CA Blk. 30 #1 (Hustler)
CA Blk. 30 #3 (Seamaster)
CA Blk. 27 #2 (Fireball)
Biloxi Marsh LDS 1   #2
PXP SL 1 7656 #2 (Fiesta)
PXP CA 30 #2 (Hustler West)
PXPSL 17812#1 (Avenger)
PXPSL 17389#1 (Prowler)
PXPSL 17388#l(Catalina)
PXPSL 17387#1 (Skyraider Dp.)
PXP SL 17390#l(Twin Otter)
Total                           $