AGREEMENT FOR PURCHASE AND SALE among SDG Resources, L.P., Innovative Oil and Gas Development and Trading Company, Inc., and Arkios Partners, L.P., as Sellers, and Resaca Exploitation, LP, as Buyer dated March 10, 2006

Exhibit 10.1

AGREEMENT FOR PURCHASE AND SALE

among

SDG Resources, L.P.,

Innovative Oil and Gas Development
and Trading Company, Inc., and

Arkios Partners, L.P.,

as Sellers,

and

Resaca Exploitation, LP,

as Buyer

dated

March 10, 2006

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

TABLE OF DEFINED TERMS

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II

AGREEMENT FOR PURCHASE AND SALE

This Agreement for Purchase and Sale (“Agreement”) is made and entered into on March 10, 2006, among SDG RESOURCES, L.P., a Texas limited partnership (“SDG”), INNOVATIVE OIL AND GAS DEVELOPMENT AND TRADING COMPANY, INC., a New Mexico corporation (“IOG”), and ARKIOS PARTNERS, L.P., a Texas limited partnership (“Arkios”) (collectively, SDG, IOG, and Arkios may be referred to herein as “Sellers”), and RESACA EXPLOITATION, LP, a Delaware limited partnership (“Buyer”).

1.                                       Sale and Purchase of the Properties. Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at Closing, effective as of 7:00 a.m. at the location of each of the Oil and Gas Properties on January 1, 2006 (such time and date is referred to herein as the “Effective Time”), all of the interest of Sellers in and to the properties described in Sections 1.1.1 through 1.1.9 as such properties exist on the Effective Time, other than the Excluded Assets (as defined below) (the “Properties”):

1.1                                 The Properties.

1.1.1                        Oil and Gas Properties. All properties described on Exhibit 1.1.1 - Part A whether the interest of Sellers in such properties is fee interests, leasehold interests, licenses, concessions, working interests, farmout rights, royalty, overriding royalty or other non-working or carried interests, operating rights or other mineral rights of every nature and any rights that arise by operation of law or otherwise in all properties and lands pooled, unitized, communitized or consolidated with such properties (the “Oil and Gas Properties”).

1.1.2                        ▇▇▇▇▇. All oil, condensate or natural gas ▇▇▇▇▇, water source ▇▇▇▇▇, and water and other types of injection ▇▇▇▇▇ either located on the Oil and Gas Properties or used or held for use in connection with the Oil and Gas Properties under a Surface Contract, whether producing, operating, shut-in, temporarily or permanently abandoned (the “▇▇▇▇▇”).

1.1.3                        Severed Substances. All severed crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Oil and Gas Properties and either (a) in storage tanks on the Effective Time or (b) sold on or after the Effective Time (the “Substances”).

1.1.4                        Surface Contracts. All leases, easements, privileges, right-of-way agreements, licenses or other agreements relating to the use or ownership of surface and subsurface properties and structures that are used or held for use in connection with the exploration, production or development of Substances from the Oil and Gas Properties, including the lease arrangements for the office facility and pipe yard located in Odessa, Texas and the other interests described on Exhibit 1.1.4 (the “Surface Contracts”).

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1.1.5                        Equipment. All equipment, furniture, computers, fixtures, vehicles, physical facilities or interests therein (including but not limited to gathering lines, pipelines, compressors and gas plants) of every type and description to the extent that the same are used or held for use in connection with the ownership or operation of the Properties and are located on the Oil and Gas Properties or on any surface covered by a Surface Contract, including, without limitation, laptop computers used by any Seller’s employees or independent contractors based in Odessa, Texas (the “Equipment”).

1.1.6                        Information and Data. All abstracts, title opinions, title reports, title policies, lease and land files, surveys, analyses, compilations, correspondence, filings with and reports to regulatory agencies, other documents and instruments to the extent they are directly related to the Oil and Gas Properties and the transfer thereof is not prohibited by any existing contractual obligations, including geological, geophysical, engineering, exploration, and production data that are in the possession of any Seller, or independent contractors of Sellers, and relate to the Properties (the “Data”).

1.1.7                        Contracts. All contracts and arrangements that directly relate to the Properties and the production, storage, treatment, transportation, processing, purchase, sale, disposal or other disposition of Substances therefrom and any and all amendments, ratifications or extensions of the foregoing, to the extent that any of the foregoing relate to or are in effect during any periods (unless and to the extent pertaining to an obligation retained by Sellers hereunder) (the “Contracts”), all rights to make claims, during any periods on or after the Effective Time, under purchase and sale agreements pursuant to which any Seller acquired its interests in any of the Oil and Gas Properties, and all rights to make claims and receive proceeds under any insurance policy held by or on behalf of any Seller in connection with the Properties for any claim that arises from the Effective Time through the Closing Date in connection with the Properties.

1.1.8                        Permits. All franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities and all certificates of convenience or necessity, immunities, privileges, grants and other rights, that relate to the Properties or the ownership or operation of any thereof (the “Permits”), including, without limitation, the Permits described on Exhibit 1.1.8 hereto.

1.1.9                        Payment Rights. All (a) accounts, instruments and general intangibles (as such terms are defined in the Uniform Commercial Code of the jurisdiction in which the Properties are located) attributable to the Properties with respect to any period of time after the Effective Time; and (b) liens and security interests in favor of any Seller, whether ▇▇▇▇▇▇ or inchoate, under any law, rule or regulation or under any of the Contracts (i) arising from the ownership, operation or sale or other disposition on or after the Effective Time of any of the Properties or (ii) arising in favor of SDG as the operator of the Oil and Gas Properties.

1.2                                 Excluded Assets. As used herein, “Excluded Assets” means (1) all trade credits and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Properties with respect to any period of time prior

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to the Effective Time; (2) all claims and causes of action of any Seller (unless pertaining to an obligation assumed by Buyer hereunder) (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the Excluded Assets; (3) all rights and interests of any Seller (unless pertaining to an obligation assumed by Buyer hereunder) (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (4) all Substances produced and sold from the Oil and Gas Properties during any period prior to the Effective Time, together with all proceeds from or of such Substances; (5) claims of any Seller for refunds of or loss carry forwards with respect to (i) production or any other taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the Excluded Assets; (6) all amounts due or payable to any Seller as adjustments to insurance premiums related to the Properties with respect to any period prior to the Effective Time; (7) all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Properties for any period prior to the Effective Time, or (ii) any Excluded Assets; (8) all furniture, equipment, personal computers and associated peripherals and all radio and telephone equipment owned by Sellers and located in Montrose, Colorado, New York, New York, or Austin, Texas; (9) any Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (10) all of any Seller’s interpretations of geological and geophysical data; (11) all documents and instruments of any Seller that may be protected by an attorney-client privilege; (12) data that cannot be disclosed or assigned to Buyer as a result of confidentiality arrangements under agreements with persons unaffiliated with any Seller; (13) all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any of the Excluded Assets; (14) any Seller’s financial and accounting information other than any financial and accounting records delivered to Buyer in connection with Buyer’s due diligence investigation of the Properties; and (15) all (i) agreements and correspondence between any Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (the “Advisor”) relating to the transactions contemplated in this Agreement, (ii) lists of prospective purchasers for such transactions compiled by any Seller or the Advisor, (iii) bids submitted by other prospective purchasers of the Properties, (iv) analyses by any Seller or the Advisor of any bids submitted by any prospective purchaser, (v) correspondence between or among any Seller or Advisor, or either of their respective representatives, and any prospective purchaser other than Buyer, (vi) correspondence between any Seller or Advisor or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of the Advisor or the transactions contemplated in this Agreement and (vii) the Permian Basin Divestiture Executive Presentation, Fourth Quarter 2005, prepared by the Advisor, and circulated to prospective purchasers.

2.                                       Purchase Price.

2.1                                 Basic Amount. The purchase price for the Properties, subject to adjustment as provided in Section 2.3, shall be $87,500,000 (the “Purchase Price”). Sellers shall have the full and sole responsibility for allocating and distributing the Purchase Price among themselves, and Buyer has no obligation or other responsibility with respect to such allocation and distribution.

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The Purchase Price as adjusted pursuant to Section 2.3 is referred to in this Agreement as the “Adjusted Purchase Price.”

2.2                                 Performance Deposit. Within one Business Day of the date the Performance Deposit Escrow Account (as defined below) is opened, Buyer, Sellers, and JPMorgan Chase Bank (the “Performance Deposit Escrow Agent”) shall enter into the Performance Deposit Escrow Agreement (the “Escrow Agreement”) and Buyer shall tender to the Performance Deposit Escrow Agent a cash performance deposit in the amount of $1,000,000 (together with any interest or other earnings thereon, the “Performance Deposit”). The Performance Deposit shall be deposited by the Performance Deposit Escrow Agent in an interest bearing account (the “Performance Deposit Escrow Account”). If the Closing occurs, the Performance Deposit and any interest earned thereon shall be paid to Sellers by the Performance Deposit Escrow Agent and applied to the Purchase Price. The Performance Deposit and any interest earned thereon shall be returned to Buyer only in accordance with Section 11.2.

2.3                                 Adjustments to Purchase Price. The Purchase Price shall be adjusted as provided in this Section 2.3.

2.3.1                        The Purchase Price shall be increased by the following amounts (without duplication):

(a)                                  An amount equal to the costs and expenses that are (i) attributable to the Properties for the period from the Effective Time to the Closing Date (the “Closing Period”) and, (ii) paid by Sellers (whether before or after the Effective Time), including, without limitation, bond and insurance premiums paid by or on behalf of any Seller attributable to coverage during the Closing Period.

(b)                                 An amount equal to the collective interest of Sellers in the quantity of Substances produced from the Oil and Gas Properties in the tanks above the pipeline connection on the Effective Time multiplied by (i) with respect to oil, the posted price for such oil on the Effective Time and (ii) with respect to liquids, the posted price for such liquids, net of all applicable taxes.

(c)                                  An amount equal to $3000 per day from the Effective Time to the Closing Date in lieu of any indirect overhead charges.

(d)                                 The amount of all taxes prorated to Buyer in accordance with Section 13.2.

(e)                                  In the event the Closing Date is after April 1, 2006, $10,000 per day for each day between April 1, 2006 and the Closing Date.

2.3.2                        The Purchase Price shall be decreased by the following amounts (without duplication):

(a)                                  An amount equal to the proceeds received by any Seller for the sale during the Closing Period of Substances, net of all applicable taxes not reimbursed to any Seller by a purchaser of Substances.

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(b)                                 An amount equal to (i) the proceeds received by any Seller for the disposition during the Closing Period of the Properties (other than Substances); (ii) the value of the Properties retained by any Seller because of a Casualty Loss affecting such Properties or, in the alternative, the insurance proceeds received by such Seller for such loss, all as provided in Section 10; and (iii) all other proceeds received by any Seller from whatever source derived that relate to the Properties and are attributable to periods on or after the Effective Time.

(c)                                  The amount of all adjustments determined in accordance with Annex I for title adjustments for the Title Properties and Annex II for Environmental Defect Values or certain Allocated Values, as applicable.

(d)                                 The amount of all taxes prorated to Sellers in accordance with Section13.2.

(e)                                  $30,000 which shall constitute consideration for Buyer’s assumption of those liabilities set forth in Section 12.1.2.

2.4                                 Closing Statement. SDG, on behalf of the Sellers, shall deliver to Buyer, not less than five (5) Business Days before the Closing Date, a statement (the “Closing Statement”) setting forth the adjustments to the Purchase Price provided in Section 2.3, using estimates where actual amounts are not known at the Closing and using Title Defect Amounts and Environmental Defect Values that have been agreed by Sellers and Buyer prior to such date or, to the extent that arbitration with respect to such items has been completed prior to the Closing Date, determined by arbitration prior to such date. The Closing Statement shall be prepared in accordance with customary accounting principles used in the oil and gas industry.

3.                                       Representations and Warranties of Sellers. Sellers represent and warrant to Buyer as follows:

3.1                                 Organization. SDG is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Texas. IOG is a corporation, duly incorporated, validly existing, and is in good standing under the laws of the State of New Mexico. Arkios is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Texas.

3.2                                 Authority and Authorization. Each Seller has full power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement has been, and the performance of this Agreement and the transactions contemplated hereby shall be at the time required to be performed hereunder, duly and validly authorized by all requisite action on the part of such Seller.

3.3                                 Enforceability. This Agreement has been duly executed and delivered on behalf of each Seller and constitutes the legal, valid and binding obligation of each Seller enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, reorganization or moratorium statutes. or other similar laws affecting the rights of creditors generally or equitable principles (collectively. “Equitable Limitations”). At the Closing all

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documents and instruments required hereunder to be executed and delivered by it shall be duly executed and delivered and shall constitute the legal, valid and binding obligations of each Seller enforceable in accordance with their terms, except as enforceability may be limited by Equitable Limitations.

3.4                                 Conflicts. The execution and delivery of this Agreement by each Seller does not, and the consummation of the transactions contemplated by this Agreement shall not, (a) violate or be in conflict with, or require the consent of any person or entity under, any provision of such Seller’s organizational or governing documents, (b) conflict with, result in a breach of, constitute a default (or an event that with the lapse of time or notice, or both would constitute a default) under any agreement or instrument to which such Seller is a party or by which any of the Properties owned by such Seller or such Seller is bound, (c) violate any provision of or require any consent, authorization or approval under any judgment, decree, judicial or administrative order, award, writ, injunction, statute, rule or regulation applicable to such Seller, or (d) result in the creation of any lien, charge or encumbrance on any of the Properties owned by such Seller.

3.5                                 Title to Properties other than Title Properties. Sellers have title to the Properties (other than the Title Properties) free of all Liens other than: (i) the Permitted Encumbrances; and (ii) with respect to that portion of such Properties owned by SDG and that portion of such Properties owned by IOG, the Lender Encumbrances. “Title Properties” is defined in Annex I.

3.6                                 Contracts.  Exhibit 3.6 sets forth a list of the following contracts, agreements, and commitments to which any of the Properties are bound: (a) any agreement with one or more affiliates of any Seller, (b) any agreement or contract for the sale, exchange or other disposition of Substances produced from the Oil and Gas Properties that requires more than 60 days prior written notice to cancel; (c) any agreement to sell, lease, farmout or otherwise dispose of any of any Seller’s interests in any of the Properties other than conventional rights of reassignment; (d) any tax partnership agreement; (e) any operating agreement to which any Seller’s interests in any of the Oil and Gas Properties is subject; (f) any contract that requires any Seller to expend more than $10,000 in any year in connection with the Properties; (g) any contract that contains an indemnity with respect to environmental and health and safety matters; (h) any option to purchase the Substances produced from the Oil and Gas Properties; (i) any lease, title retention agreement, or security interest affecting any of the Equipment; and (j) any agreement or other contractual arrangement material to the ownership and/or operation of the Properties.

3.7                                 Litigation and Claims. (a) No claim, demand, filing, investigation, administrative proceeding, action, suit or other legal proceeding is pending or, to the best of its knowledge, threatened, with respect to the Properties or the ownership or operation of any thereof, other than proceedings relating to the oil and gas industry generally and as to which no Seller is a named party except as set forth on Exhibit 3.7; (b) no Seller is aware of any facts, conditions or circumstances in connection with, related to or associated with the Properties or the ownership or operation of any thereof that could reasonably be expected to give rise to any such claim, demand, filing, investigation, administrative proceeding, action, suit or other legal proceeding; and (c) no notice from any governmental authority or any other person (including employees) has been received by any Seller; (i) claiming any violation or repudiation of the Oil and Gas Properties or any violation of any law, rule. regulation, ordinance, order, decision or

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decree of any governmental authority (including, without limitation, any such law, rule, regulation, ordinance, order, decision or decree concerning the conservation of natural resources); or (ii) requiring, or calling attention to the need for, any work, repairs, construction, alterations, installations, remediation, response, removal or abatement actions, restoration, investigation or monitoring of, on, in, under, in connection with or related to the Properties or the ownership or operation of any thereof.

3.8                                 Approvals and Preferential Rights. Exhibit 3.8 contains a complete and accurate list of all approvals, consents, filings and notifications required to be obtained, made or given by any Seller for the assignment or transfer of the Properties (including, without limitation, the Permits) to Buyer and preferential purchase rights affecting any of the Properties.

3.9                                 Compliance with Law and Permits. (a) The Properties have been and currently are operated, and it and the Properties are, in compliance with the provisions and requirements of all laws, rules, regulations, ordinances, orders, decisions and decrees of all governmental authorities having jurisdiction with respect to the Properties or the ownership or operation of any thereof; (b) all necessary governmental permits, licenses, approvals, consents, certificates and other authorizations with regard to the ownership or operation of the Properties have been obtained and maintained in effect and no violations exist in respect of such permits, licenses, approvals, consents, certificates or authorizations; and (c) it is not aware of any facts, conditions or circumstances in connection with, related to or associated with the Properties or the ownership or operation of any thereof that could reasonably be expected to give rise to any claim or assertion that any Seller, the Properties or the ownership or operation of any thereof is not in compliance with any applicable law, rule, regulation, ordinance, order, decision or decree of any governmental authority or with any term or conditions of any applicable permit, license, approval, consent, certificate or other authorization.

3.10                           Status of Contracts. All of the Contracts, Surface Contracts and other obligations of each Seller that relate to the Properties (a) are in full force and effect and (b) neither any Seller nor, to the knowledge of any Seller, any other party to the Contracts or Surface Contracts (i) is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of such other party’s obligations thereunder to the extent that such breaches or defaults have an adverse impact on any of the Properties or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Contract or Surface Contract.

3.11                           Production Burdens, Taxes, Expenses and Revenues. All rentals, royalties, excess royalty, overriding royalty interests and other payments due under or with respect to the Oil and Gas Properties (“Production Burdens”) have been properly and timely paid and no royalties are currently being held in suspense. All ad valorem, property, production, severance and other taxes based on or measured by the ownership of the Properties or the production of Substances from the Oil and Gas Properties have been properly and timely paid. All expenses payable under the terms of the Contracts have been properly and timely paid except for such expenses as are being currently paid prior to delinquency in the ordinary course of business. All of the proceeds from the sale of Substances are being properly and timely paid to each Seller by

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the purchasers of production without suspension or indemnity other than standard division order indemnities.

3.12                           Production Balances and Penalties; Other Production Sales Matters. (a) None of the purchasers under any production sales contracts are entitled to “make-up” or otherwise receive deliveries of Substances without paying at the time of such deliveries the full contract price therefor; (b) none of the purchasers under any production sales contracts has exercised any economic out provision; (c) none of the purchasers under any production sales contracts has curtailed its takes of natural gas in violation of such contracts; (d) none of the purchasers under any production sales contracts has given notice that it desires to amend the production sales contracts with respect to price or quantity of deliveries; (e) no person is entitled to receive any portion of the interest of any Seller in any Substances or to receive cash or other payments to “balance” any disproportionate allocation of Substances under any operating agreement, gas balancing and storage agreement, gas processing or dehydration agreement, gas transportation or other similar agreements; and (f) no Seller is obligated to pay any penalties or other payments under any gas transportation or other agreement as a result of the delivery of quantities of gas from the Oil and Gas Properties in excess of the contract requirements.

3.13                           Well and Equipment Status. As of the Effective Time, there were no ▇▇▇▇▇ or Equipment located on the Properties that (a) any Seller was obligated by law or contract to plug and abandon; (b) any Seller would be obligated by law or contract to plug and abandon with the lapse of time or notice or both because the Well or Equipment is not capable of producing Substances in commercial quantities or otherwise being used in normal operations; (c) are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the Properties; or (d) to Sellers’ best knowledge, have been plugged and abandoned but have not been plugged in accordance in all material respects with all applicable requirements of each regulatory authority having jurisdiction over the Properties.

3.14                           Equipment. The Equipment is in good repair, working order and operating condition and is adequate for the operation of the Oil and Gas Properties as operated on the Effective Time.

3.15                           Payout Balances.  Exhibit 3.15 contains a complete and accurate list of the status of any “payout” balance, as of the dates shown in Exhibit 3.15, for each Well that is subject to a reversion or other adjustment at some level of cost recovery or payout.

3.16                           Absence of Certain Changes. Since October 1, 2005; (a) there has not been any material reduction in the rate of production of Substances from any of the Oil and Gas Properties other than changes (i) in the ordinary course of operation, (ii) that result from depletion in the ordinary course of operation and (iii) that result from variances in markets for Substances; and (b) none of the Properties has suffered any material destruction, damage or loss, or any material Casualty Loss, whether or not covered by insurance.

4.                                       Representations and Warranties of Buyer. Buyer represents and warrants to Sellers that:

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4.1                                 Organization. Buyer is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware.

4.2                                 Authorization and Authority. The execution and delivery of this Agreement have been and the performance of this Agreement and the transactions contemplated hereby shall be at the time required to be performed hereunder, duly and validly authorized by all requisite action on the part of Buyer. Buyer has full power and authority to carry on its business as presently conducted, to enter into this Agreement, to purchase the Properties on the terms described in this Agreement and to perform its other obligations under this Agreement.

4.3                                 Enforceability. This Agreement has been duly executed and delivered on behalf of Buyer, and constitutes a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as enforceability may be limited by Equitable Limitations. At the Closing all documents required hereunder to be executed and delivered by Buyer shall be duly executed and delivered and shall constitute legal, valid and binding obligations of Buyer enforceable in accordance with their terms, except as enforceability may be limited by Equitable Limitations.

4.4                                 Conflicts. The execution and delivery of this Agreement by Buyer does not, and the consummation of the transactions contemplated by this Agreement shall not, (a) violate or be in conflict with, or require the consent of any person or entity under, any provision of Buyer’s governing documents, (b) conflict with, result in a breach of, constitute a default (or an event that with the lapse of time or notice, or both, would constitute a default) under any agreement or instrument to which Buyer is a party or is bound, or (c) violate any provision of or require any consent, authorization or approval under any judgment, decree, judicial or administrative order, award, writ, injunction, statute, rule or regulation applicable to Buyer.

4.5                                 Reliance. Prior to executing this Agreement, Buyer has been afforded an opportunity: (a) to examine the Properties and such materials as it has requested to be provided to it by any Seller; (b) to discuss with representatives of each Seller such materials and the nature and operation of the Properties; and (c) to investigate the condition, including subsurface condition, of the Oil and Gas Properties and Surface Contracts and the condition of the Equipment. In entering into this Agreement, Buyer has relied solely on the express representations and covenants of Sellers in this Agreement, its independent investigation of, and its judgment with respect to, the Equipment and the other Properties and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and not on any comments or statements of any representatives of, or consultants or advisors engaged by, any Seller or the Advisor.

4.6                                 Qualified Leaseholder. At and after Closing, Buyer expects to satisfy and shall satisfy the area-wide bonding and any other bonding requirements of all governmental authorities having jurisdiction over the Properties. Buyer is and, after the Closing, is expected to continue to be, otherwise qualified to own the Properties. The consummation of the transactions contemplated hereby will not cause Buyer to be disqualified to be an owner of the Oil and Gas Properties.

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4.7                                 Qualified Purchaser. Buyer is an experienced and knowledgeable investor and operator in the oil and gas business. Buyer is acquiring the Properties for its own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act of 1933, 15 U.S.C. § 77a et seq., and any other rules, regulations, and laws pertaining to the distribution of securities.

4.8                                 Available Funds. Buyer has arranged to and shall have available by the Closing Date sufficient funds to enable the payment to Sellers, by wire transfer, of the Adjusted Purchase Price in accordance with this Agreement and to otherwise perform Buyer’s obligations under this Agreement.

5.                                       Covenants of Sellers.

5.1                                 Conduct of Business Pending Closing. Each Seller covenants that from the date hereof to the Closing Date, except (a) as provided herein, (b) as required by any obligation, agreement, lease, contract, or instrument referred to on any Exhibit hereto, or (c) as otherwise consented to in writing by Buyer, such Seller will:

5.1.1                   Not (a) operate or in any manner deal with, incur obligations with respect to, or undertake any transactions relating to, the Properties other than transactions (i) in such Seller’s normal, usual and customary manner, (ii) of a nature and in an amount consistent with prior practice, and (iii) in the ordinary and regular course of business of owning and operating the Properties; (b) dispose of, encumber or relinquish any of the Properties, (other than relinquishments resulting from the expiration of leases that such Seller has no right or option to renew); or (c) waive, compromise or settle any right or claim that would adversely affect the ownership, operation or value of any of the Properties after the Effective Time.

5.1.2                   Use commercially reasonable efforts to preserve relationships with all third parties having business dealings with respect to the Properties.

5.1.3                        Make or give all notifications, filings, consents or approvals, from, to or with all governmental authorities, and take all other actions reasonably requested by Buyer, necessary for, and cooperate with Buyer in obtaining, the issuance, assignment or transfer, as the case may be, by each such authority of such Permits (including Environmental Permits) as may be necessary for Buyer to own and operate the Properties following the consummation of the transactions contemplated in this Agreement.

5.1.4                   Notify Buyer of the discovery by such Seller that any representation or warranty of Sellers contained in this Agreement is or becomes untrue or will be untrue on the Closing Date.

5.1.5                   Maintain in effect insurance providing the same type coverage, in the same amounts with the same deductibles as the insurance maintained in effect by such Seller or its affiliates on the Effective Time.

5.2                                    Access. Sellers shall afford to Buyer and its authorized representatives from the date hereof until the Closing Date, during normal business hours. reasonable access to the

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Properties and to such Seller’s title, contract, corporate and legal materials and operating data and information available as of the date hereof and that becomes available to Sellers at any time prior to the Closing Date, other than any documents that are protected by an attorney-client or other privilege.

5.3                                 Closing Conditions. Each Seller shall cause all the representations and warranties of such Seller contained in this Agreement to be true and correct on and as of the Closing Date. To the extent the conditions precedent to the obligations of Buyer are within the control of Sellers, each Seller shall cause such conditions to be satisfied on or prior to the Closing Date and, to the extent the conditions precedent to the obligations of Buyer are not within the control of Sellers, each Seller shall use commercially reasonable efforts to cause such conditions to be satisfied on or prior to the Closing Date.

5.4                                 Title Review. Sellers agree that Buyer may conduct a review of title information (“Title Review”) related to the Properties prior to the Closing as more fully described in Annex I attached hereto.

5.5                                 Environmental Review. Sellers agree that Buyer may conduct a review of environmental information (“Environmental Review”) related to the Properties prior to the Closing, including testing as deemed necessary by Buyer, all as and to the extent more fully described in Annex II attached hereto.

5.6                                 Consents and Approvals. After Closing, Sellers shall use commercially reasonable efforts to obtain any consents and approvals listed on Exhibit 3.8 that are not obtained prior to Closing.

6.                                  Covenants of Buyer.

6.1                                 Pre-Closing Covenants. Buyer shall cause all the representations and warranties made by Buyer and contained in this Agreement to be true and correct on and as of the Closing Date. To the extent the conditions precedent to the obligations of Sellers are within the control of Buyer, Buyer shall cause such conditions to be satisfied on or prior to the Closing Date and, to the extent the conditions precedent to the obligations of Sellers are not within the control of Buyer, Buyer shall use commercially reasonable efforts to cause such conditions to be satisfied on or prior to the Closing Date.

6.2                                 Post-Closing Covenants. During the period after Closing, Buyer shall: (a) cooperate in good faith with Sellers to collect any accounts payable to Sellers in connection with joint account billing by Sellers for costs and expenses incurred during the period prior to the Closing Date; and (b) promptly remit to Sellers any payment of such costs and expenses received by Buyer.

7.                                  Conditions Precedent to the Obligations of Buyer. The obligations of Buyer to be performed at Closing are subject to the fulfillment, before or at Closing, of each of the following conditions:

7.l                                    Representations and Warranties. The representations and warranties by Sellers set forth in this Agreement were true and correct in all material respects on the date of this

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Agreement and are true and correct in all material respects as of the Closing Date except for changes therein specifically contemplated by this Agreement and except to the extent the failure of any such representations and warranties to be true and correct would not reasonably be expected to cause a material adverse effect on Sellers or the Properties.

7.2                                 Consents. All consents and approvals required to be obtained, and all filings and notifications required to be made or given, for the assignment of the Properties to Buyer shall have been obtained by Sellers (other than consents and approvals customarily obtained after Closing), and all preferential purchase rights, if any, arising in connection with the assignment of the Title Properties to Buyer shall have been waived or shall have expired.

7.3                                 Compliance. Sellers shall have performed and complied in all material respects with each of the covenants and conditions required by this Agreement of which performance or compliance is required prior to or at the Closing.

7.4                                 No Pending Suits. On the Closing Date, no suit, action or other proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit the performance of or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

7.5                                 Purchase Price Adjustments. The aggregate of all adjustments to the Purchase Price pursuant to Annex I, Annex II and Section 10 and all adjustments asserted by Buyer in good faith pursuant to Annex I, Annex II and Section 10 is less than or equal to 10% of the Purchase Price.

7.6                                 Lender Encumbrances. Sellers shall be in a position to deliver, against payment by Buyer of the Adjusted Purchase Price at the Closing: (a) evidence that Items 1 through 4 on Exhibit 3.6 attached hereto will not bind the Properties after Closing; and (b) recordable instruments adequate to fully release and, as applicable, reconvey, the Lender Encumbrances such that Buyer’s title to the Properties shall be free and clear of the Lender Encumbrances.

7.7                                 ▇▇▇▇▇▇ Jal Operations. At least two working interest owners other than SDG and IOG shall have voted for Buyer, or its designee, to be appointed as Unit Operator of the ▇▇▇▇▇▇ Jal Unit subject to the closing of this transaction.

8.                                       Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to be performed at Closing are subject to the fulfillment, before or at Closing, of each of the following conditions:

8.1                                 Representations and Warranties. The representations and warranties by Buyer set forth in this Agreement were true and correct in all material respects on the date of this Agreement and are true and correct in all material respects as of the Closing Date except for changes therein specifically contemplated by this Agreement.

8.2                                 Compliance. Buyer shall have performed and complied in all material respects with each of the covenants and conditions required by this Agreement of which performance or compliance is required prior to or at the Closing.

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8.3                                 No Pending Suits. At the Closing Date, no suit, action or other proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit the performance of or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

8.4                                 Purchase Price Adjustments. The aggregate of all adjustments to the Purchase Price pursuant to Annex I, Annex II and Section 10 and all adjustments asserted by Buyer in good faith pursuant to Annex I, Annex II and Section 10 is less than or equal to 10% of the Purchase Price.

9.                                       Closing.

9.1                                 The Closing. The assignment and purchase of the Properties pursuant to this Agreement shall be consummated (the “Closing”) in Houston, Texas, at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP before 5:00 p.m. on April 21, 2006 (the “Closing Date”).

9.2                                 Documents to be Delivered at Closing.

9.2.1                        At the Closing, Sellers shall deliver to Buyer the following instruments, dated the Closing Date and effective as of the Effective Time, where appropriate, properly executed by authorized officers of Sellers (except as otherwise specifically provided below) and, where appropriate, acknowledged:

(a)                                  Counterparts of an Assignment and ▇▇▇▇ of Sale substantially in the form of Annex V, executed by each of SDG and IOG, sufficient to convey to Buyer the Oil and Gas Properties described on Exhibit 1.1.1 - Part A as “▇▇▇▇▇▇ Jal” and the other Properties related or appurtenant thereto;

(b)                                 Counterparts of an Assignment and ▇▇▇▇ of Sale substantially in the form of Annex V, executed by Arkios, sufficient to convey to Buyer the Oil and Gas Properties described on Exhibit 1.1.1 - Part A as “▇▇▇▇▇▇” and the other Properties related or appurtenant thereto;

(c)                                  Counterparts of an Assignment and ▇▇▇▇ of Sale substantially in the form of Annex V, executed by SDG, sufficient to convey to Buyer the Properties (other than the Properties described in clauses (a), (b), and (d) of this Section 9.2.1);

(d)                                 Counterparts of a Conveyance and ▇▇▇▇ of Sale, executed by SDG, substantially in the form of Annex VI sufficient to convey to Buyer the Three Span Real Property. As used herein, the “Three Span Real Property” means the property designated as such on Exhibit A.

(e)                                  Such other instruments as are necessary to effectuate the conveyance of the Properties to Buyer:

(f)                                    Letters in lieu of division orders addressed to each purchaser of the Substances:

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(g)                                           Any forms promulgated by the appropriate governmental authority and completed by Buyer designating Buyer as the operator of the ▇▇▇▇▇ included in the Properties that any Seller is required to execute by the governmental authority and any forms promulgated by the appropriate governmental authority and completed by Buyer designating Buyer as the operator of the Equipment included in the Properties that any Seller is required to execute by the governmental authority;

(h)                                           A certificate in the form of Annex III — A executed by SDG;

(i)                                               A certificate in the form of Annex III — B executed by 10G; and

(j)                                               A certificate in the form of Annex III — C executed by Arkios.

9.2.2                        At the Closing, Buyer shall deliver to Sellers the following instruments. dated the Closing Date and effective as of the Effective Time, where appropriate, properly executed by authorized officers of Buyer and, where appropriate acknowledged:

(a)                                            Counterparts of the Assignments and ▇▇▇▇ of Sale delivered by Sellers pursuant to Sections 9.2.1(a), 9.2.1(b), and 9.2.1(c);

(b)                                           A certificate in the form of Annex IV; and

(c)                                            Such other instruments as are necessary to effectuate the transactions contemplated in this Agreement.

9.2.3                        At the Closing, Sellers shall deliver to Buyer recordable instruments adequate to fully release and, as applicable, reconvey, the Lender Encumbrances such that Buyer’s title to the Properties shall be free and clear of the Lender Encumbrances (following payment by Buyer of the Purchase Price as provided in Section 9.4).

9.3                                 Possession. At the Closing, Sellers shall deliver to Buyer at Buyer’s offices all of the Data and shall deliver to Buyer possession of the other Properties.

9.4                                 Payment of Purchase Price. At the Closing, against delivery of the documents and materials described in Section 9.2.1, Buyer shall pay to Sellers the estimated Adjusted Purchase Price specified in the Closing Statement by wire transfer of immediately available funds; provided that such payment to Sellers shall be net of the Indemnification Escrow Amount (as defined below), which Buyer shall pay into the Indemnification Escrow Account (as defined below) by wire transfer of immediately available funds.

10.                                 Casualty Loss. As used herein, the term “Casualty Loss” shall mean, with respect to all or any major portion of any of the Properties, any destruction by fire, blowout, storm or other casualty or any taking, or pending or threatened taking, in condemnation or expropriation or under the right of eminent domain of any of the Properties or portion thereof, in each case prior to Closing. Each Seller shall promptly notify Buyer of any Casualty Loss of which such Seller becomes aware. If any Casualty Loss occurs during the Closing Period, Buyer may elect to (a) cause such Seller to retain the Properties affected by the Casualty Loss and reduce the Purchase

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Price by an amount determined before the Closing by the Midland office of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Company (or, if such firm is unable or unwilling to serve, another independent public accounting firm mutually acceptable to Sellers and Buyer), in which case Sellers shall retain all insurance proceeds relating to the Casualty Loss, or (b) require Sellers to (i) transfer to Buyer at Closing such Property notwithstanding such Casualty Loss; (ii) transfer to Buyer full rights to receive all unpaid insurance proceeds, claims, awards and other payments arising out of such Casualty Loss; and (iii) pay to Buyer all sums paid to Sellers as insurance proceeds, awards or other payments arising out of such Casualty Loss.

11.                            Termination.

11.1                           Termination Events. If (a) the Closing has not occurred prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) any condition to Buyer’s obligations set forth in Section 7 hereof is not satisfied and such condition is not waived by Buyer at or prior to the Closing, or (c) any condition to Sellers’ obligations set forth in Section 8 hereof is not satisfied and such condition is not waived by Sellers at or prior to the Closing, Buyer or Sellers, as the case may be, may terminate this Agreement at their or its option, on or prior to the Closing Date, by notice to the other party; provided, however, that neither Buyer nor Sellers may terminate this Agreement pursuant to Section 11.1(a) if at such time the party seeking to terminate this Agreement is in default hereunder.

11.2                           Effect of Termination.

11.2.1                  If Buyer or Sellers terminate this Agreement pursuant to Section 11.1(a), then Buyer shall be entitled to the Performance Deposit and Buyer and Sellers shall execute a notice directing the Performance Deposit Escrow Agent to distribute the Performance Deposit to Buyer.

11.2.2                  If Buyer lawfully terminates this Agreement pursuant to Section 11.1(b) above or if Sellers terminate this Agreement pursuant to Section 11.1(c) due to the obligations set forth in Sections 8.3 or 8.4 not being satisfied, then Buyer (a) shall be entitled to the Performance Deposit, and Sellers shall execute a notice prepared by Buyer directing the Performance Deposit Escrow Agent to distribute the Performance Deposit to Buyer and (b) Buyer may seek such damages from Sellers as may be available at law or in equity, including specific performance of Sellers’ obligations under this Agreement (it being agreed by Buyer and Sellers that the Properties are unique and that Buyer would not otherwise have an adequate remedy at law due to the unique nature of the Properties).

11.2.3                  If Sellers lawfully terminate this Agreement pursuant to Section 11.1(c) above due to the obligations set forth in Sections 8.1 or 8.2 not being satisfied, then Sellers may elect to retain the Performance Deposit as liquidated damages or cause the Performance Deposit to be returned to Buyer and seek such damages and other remedies as may be available to Sellers at law or in equity, including specific performance. Buyer acknowledges that the extent of damages to Sellers occasioned by any breach or misrepresentation by Buyer would be impossible or very difficult to ascertain and that the amount of the Performance Deposit is a fair and reasonable estimate of such damages under the circumstances.

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12.                            Assumption by Buyer; Assumed Obligations.

12.1.1                  At Closing, Buyer shall assume (a) the obligation to (i) plug and abandon or remove and dispose of all ▇▇▇▇▇, platforms, structures, flow lines, pipelines, and the other equipment now or hereafter located on the Oil and Gas Properties and Surface Contracts and (ii) cap and bury all flow lines and other pipelines now or hereafter located on the Oil and Gas Properties and Surface Contracts; (b) all obligations and liabilities arising from or in connection with any imbalances relating to gas production, pipeline, storage, processing or other imbalance attributable to Substances produced from Oil and Gas Properties, after the Effective Time; and (c), except for the remediation of the Ogallala aquifer underlying the SE/4 of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Jal Project”) all other costs, obligations and liabilities that arise under the Oil and Gas Properties or Contracts or otherwise relate to the Properties and, in each case, arise from or relate to events occurring after the Effective Time. All such plugging, replugging, abandonment, removal, disposal, and restoration operations shall be in compliance with applicable laws and regulations and contracts, and shall be conducted in a good and workmanlike manner.

12.1.2             With respect to the matters disclosed on Exhibit 3.7, at Closing, Buyer shall assume and shall be responsible for any liability arising as a result of the operations of the Properties as described in the matters disclosed on Exhibit 3.7. Buyer shall assume and conduct the defense and settlement of such claims.

12.1.3             As used herein, the term “Assumed Obligations” means the obligations and liabilities assumed by Buyer in Sections 12.1.1 and 12.1.2.

13.                            Production, Proceeds, Expenses and Taxes.

13.1                           Division of Ownership. After the Closing, all Substances produced from the Oil and Gas Properties on or after the Effective Time and all Substances in tanks on the Effective Time shall be owned by Buyer. All Substances produced and sold from the Oil and Gas Properties prior to the—Effective Time shall be owned by Sellers. To the extent any Seller has sold Substances produced on or after the Effective Time prior to the Closing and the Purchase Price has not been adjusted pursuant to Section 2.3 or Section 14.1 for such proceeds, Sellers shall deliver any proceeds Sellers receive for such Substances to Buyer promptly.

13.2                           Division of Expenses; Royalties. All costs and expenses incurred in connection with the Properties prior to the Effective Time shall be borne by Sellers. All costs and expenses incurred after the Effective Time, other than costs and expenses not assumed by Buyer under Section 12, shall be borne by Buyer. Notwithstanding the foregoing, Sellers shall retain responsibility for, and shall timely pay and discharge, all royalty payments related to the Properties as a result of any Production Burdens, to the extent such payments related to production before the Effective Time (the “Royalties”) and shall disburse all Royalties related to production through the last day of the month in which the Closing Date occurs. All real and personal property and severance taxes for the Properties (collectively, the “Taxes”) attributable to the period before the Effective Time shall be for the Sellers’ account and all Taxes attributable to the period after the Effective Time shall be for the Buyer’s account.

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14.                            Final Accounting.

14.1                           Settlement Statement. As soon as practical and, in any event, no later than one hundred twenty (120) calendar days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement (the “Final Settlement Statement”) setting forth the adjustments to the Purchase Price in accordance with Section 2.3. The Final Settlement Statement shall be prepared in accordance with customary accounting principles used in the oil and gas industry. The Final Settlement Statement shall reflect all amounts shown on the Closing Statement and shall deduct all such amounts from the amounts calculated under the Final Settlement Statement. Within thirty calendar days after Sellers’ receipt of the Final Settlement Statement (but not earlier than one hundred twenty (120) calendar days after the Closing Date), Buyer and Sellers shall endeavor to agree on the final accounting.

14.2                      Arbitration of Final Settlement. If Sellers and Buyer cannot agree upon the Final Settlement Statement, the Midland office of the firm of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Company is designated to act as an arbitrator and to decide all points of disagreement with respect to the Final Settlement Statement, such decision to be binding on all parties. If such firm is unwilling or unable to serve in such capacity, Sellers and Buyer shall attempt to, in good faith, designate another acceptable regionally-recognized accounting firm as the sole arbitrator under this Section. If the parties are unable to agree upon the designation of a person as substitute arbitrator, then Sellers, on the one hand, or Buyer, on the other hand, or Sellers and Buyer together, may in writing request the Judge of the United States District Court for the Southern District of Texas senior in term of service to appoint the substitute arbitrator. The arbitration shall be conducted under the Texas General Arbitration Act and the rules of the American Arbitration Association to the extent such rules do not conflict with the terms of such Act and the terms hereof. The costs and expenses of the arbitrator, whether the firm designated above, or a third party appointed pursuant to the preceding sentence shall be shared equally by Sellers and Buyer.

14.3                      Payment. Within five Business Days after the agreement of Sellers and Buyer on the Final Settlement Statement or after the decision of the arbitrator, Buyer or Sellers, as the case may be, shall promptly make a cash payment to the other equal to the sums as may be found to be due in the Final Settlement Statement. Upon the payment of any amounts due pursuant to the Final Settlement Statement, neither Sellers nor Buyer shall have any further claims based on the division of ownership or division of expenses as set forth in Sections 13.1 and 13.2 above.

15.                            Survival and Indemnification.

15.1                      Survival and Notice.

15.1.1             The liability of Buyer under its representations and warranties contained in this Agreement shall survive the Closing and the execution and delivery of the assignments contemplated hereby.

15.1.2             The liability of Sellers under their representations and warranties contained in this Agreement shall survive the Closing and the execution and delivery of the assignments contemplated hereby until the second anniversary of the Closing.

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15.2                           Liabilities. The term “Liabilities” shall mean any and all direct or indirect demands, claims, notices of violation, filings, investigations, administrative proceedings, actions, causes of action, suits, other legal proceedings, payments, charges, judgments, assessments, liabilities, damages, deficiencies, penalties, fines, obligations, responsibilities, costs and expenses paid or incurred, or diminutions in value of any kind or character (whether or not asserted prior to the date hereof, and whether known or unknown, fixed or unfixed, conditional or unconditional, based on negligence, strict liability or otherwise, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise), including, without limitation, (i) penalties and interest on any amount payable to a third party as a result of the foregoing, (ii) any legal or other expenses reasonably incurred in connection with investigating or defending any claim, demand or legal proceeding, whether or not resulting in any liability, and (iii) all amounts paid in settlement of claims, demands, or legal proceedings.

15.3                           Sellers’ Indemnification. Sellers shall be responsible for, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge, release, and defend Buyer, all of its affiliates, successors and permitted assignees, and all of their respective stockholders, directors, officers, employees, agents and representatives (collectively, “Buyer  Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with the following (except to the extent any of the following are Assumed Obligations): (a) any act or omission involving or relating to the Properties occurring before the Effective Time; (b) the Excluded Assets; (c) any brokers’ or finders’ fees or commissions arising with respect to brokers or finders retained or engaged by any person other than Buyer and resulting from or relating to the transactions contemplated in this Agreement; (d) a breach of or the inaccuracy of any representation or warranty of any Seller contained herein or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement, including, without limitation, the special warranty of title in the Assignment; (e) the breach of, or failure to perform or satisfy, any of the covenants of Sellers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (f) any Adverse Environmental Conditions (as defined in Annex II attached hereto) attributable to the period prior to the Effective Time (including the Adverse Environmental Conditions described in Schedule 4.1 attached to Annex II hereof); (g) the ▇▇▇▇▇▇ Jal Project.

15.4                           Buyer’s Indemnification. Buyer shall be responsible for, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge, release, and defend Sellers, their respective affiliates, and their successors and permitted assigns, and all of their respective stockholders, directors, officers, employees, agents and representatives (“Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with (a) the Assumed Obligations; (b) any act, omission or event involving or relating to the Properties occurring after the Effective Time; (c) the ownership or operation of the Properties after the Effective Time; (d) any brokers’ or finders’ fees or commissions arising with respect to brokers or finders retained or engaged by Buyer and resulting from or relating to the transactions contemplated in this Agreement; (e) the breach of or the inaccuracy of any representation or warranty of Buyer set forth in this Agreement or in any other agreement, instrument, document, or certificate executed or delivered in connection with this Agreement; and (f) the breach of, or failure to perform or satisfy any of the post-closing covenants of Buyer set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement.

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15.5                      Indemnification Escrow Arrangements.

15.5.1                  As used herein, the following terms has the meanings ascribed to such terms below:

(a)                                            “Indemnification Escrow Account” means the account or accounts which shall have been designated in a writing delivered to Buyer prior to Closing by the Indemnification Escrow Agent and Sellers.

(b)                                           “Indemnification Escrow Agent” means JPMorgan Chase Bank.

(c)                                            “Indemnification Escrow Agreement” means that certain Escrow Agreement dated as of the day of Closing, executed by Sellers, Buyer, and the Indemnification Escrow Agent, and delivered at Closing with respect to the escrowing and distribution of the Indemnification Escrow Amount.

(d)                                           “Indemnification Escrow Amount” means: (x) at Closing, $2,000,000 if Sellers make the Sellers Equity Contribution and enter into the pledge arrangements described in Section 15.10, and $5,000,000 if Sellers do not make the Sellers Equity Contribution or fail to enter into the pledge arrangements described in Section 15.10; and (y) from and after Closing, such amount as is in the Indemnification Escrow Account from time to time.

(e)                                            “Sellers Equity Contribution” means an equity contribution by Sellers (or an entity owned by Sellers) to the entity to which the Properties are assigned at Closing in the amount of $3,000,000.

15.5.2                  Subject to Section 15.6.6 hereof, the Indemnification Escrow Amount shall be maintained in escrow until the second anniversary of the Closing Date and for so long thereafter as is required to resolve any claims properly asserted by Buyer pursuant to Section 15.6.1 hereof; provided, however, the Indemnification Escrow Amount shall be reduced on such second anniversary to the extent Buyer’s unresolved claims are less than the then Indemnification Escrow Amount, and the difference between the then Indemnification Escrow Amount and the amount required to resolve or satisfy such unresolved claims shall be distributed to Sellers in accordance with the Indemnification Escrow Agreement. Upon such second anniversary, or after the resolution of any claims properly asserted prior to such second anniversary but resolved after such second anniversary, if applicable, the escrow shall close, and the Indemnification Escrow Amount (together with all interest earned thereon) shall be distributed to Buyer and Sellers in accordance with the Indemnification Escrow Agreement.

15.5.3                  The costs and expenses associated with the Indemnification Escrow Account (x) shall be paid from time to time in accordance with the Indemnification Escrow Agreement and (y) shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Sellers.

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15.6                      Limitations on Liability.

15.6.1             After the Closing, except for an indemnity claim pursuant to Section 15.3(g) (which shall have no time limit) any assertion by any Buyer Indemnified Party that any Seller is liable (a) for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement, or (d) otherwise in connection with this Agreement, must be made by Buyer in writing and must be given to Sellers on or before the second anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Sellers to evaluate the assertion.

15.6.2             Except for an indemnity claim pursuant to Section 15.3(g) (which shall have no deductible), none of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (1) the inaccuracy of any representations of any Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (2) the breach of, or failure to perform or satisfy any of the covenants of any Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (3) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations and breaches actually suffered by Buyer exceeds one percent of the Purchase Price, and then only to the extent of such excess.

15.6.3                  No Seller shall be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price.

15.6.4                  The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (1) tax benefit created or generated or (2) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements.

15.6.5                  NONE OF THE BUYER INDEMNIFIED PARTIES NOR THE SELLER INDEMNIFIED PARTIES SHALL BE ENTITLED TO RECOVER FROM SELLERS OR BUYER, RESPECTIVELY, FOR ANY LOSSES, COSTS, EXPENSES, OR DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES, COURT COSTS AND REASONABLE ATTORNEY FEES, SUFFERED BY SUCH PARTY. BUYER ON BEHALF OF EACH OF THE BUYER INDEMNIFIED PARTIES AND SELLERS ON BEHALF OF EACH OF THE SELLER INDEMNIFIED PARTIES WAIVES

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ANY RIGHT TO RECOVER PUNITIVE, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.

15.6.6             In the event Sellers do not make the Sellers Equity Contribution or Sellers do not enter into the pledge arrangements described in Section 15.10 hereof, the phrase “second anniversary” in Section 15.1.2, 15.5.2, and 15.6.1 shall be deemed to be deleted and replaced with the phrase “first anniversary.”

15.7                      Waiver of Representations.

(a)                                  THE EXPRESS REPRESENTATIONS OF SELLERS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF.

(b)                                 EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED BY SELLERS PURSUANT TO SECTION 9.2.1, EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY LIABILITY OR RESPONSIBILITY FOR, (i) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AND (ii) ANY STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO BUYER, INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OR ANY SELLER, ANY ENGINEER OR ENGINEERING FIRM OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE.

(c)                                  EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES AND BUYER HEREBY EXPRESSLY WAIVES ANY LIABILITY OR. RESPONSIBILITY FOR (i) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES, IF ANY, OF OIL, GAS OR OTHER HYDROCARBONS IN OR UNDER THE OIL AND GAS PROPERTIES; AND (ii) ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE PROPERTIES OR ANY PART THERETO.

(d)                                 EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND IN THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1 THE ITEMS OF PERSONAL PROPERTY, EQUIPMENT,

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IMPROVEMENTS, FIXTURES AND APPURTENANCES CONVEYED AS PART OF THE PROPERTIES ARE SOLD, AND BUYER ACCEPTS SUCH ITEMS “AS IS, WITH ALL FAULTS.”

(e)                                  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT AND THE CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 9.2.1.

(f)                                    BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 15.7 ARE CONSPICUOUS.

15.8                           Waiver of Consumer Rights. BUYER HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), OF THE TEXAS BUSINESS AND COMMERCE CODE (THE DTPA), A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, BUYER VOLUNTARILY CONSENTS TO THIS WAIVER. TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, BUYER REPRESENTS TO SELLERS THAT (i) IT IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION; (ii) IT IS REPRESENTED BY LEGAL COUNSEL IN ENTERING INTO THIS AGREEMENT; AND (iii) SUCH LEGAL COUNSEL WAS NOT DIRECTLY OR INDIRECTLY IDENTIFIED, SUGGESTED, OR SELECTED BY ANY SELLER OR AN AGENT OF ANY SELLER.

15.9                           Exclusivity of Remedies. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 15. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 15. Except for claims made pursuant to the express indemnification provisions of this Section 15, Buyer on behalf of each of the Buyer Indemnified Parties and Sellers on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Sellers or any of their respective affiliates and any and all rights, claims and causes of action it may have against Sellers or any of their respective affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise.

15.10                     Security for Indemnity Obligations. In the event Sellers make the Sellers Equity Contribution, at Closing Sellers (or the entity making the Sellers Equity Contribution) shall execute documents reasonably satisfactory to Sellers and to Buyer pledging and encumbering the equity interests acquired by Sellers as a result of the Sellers Equity Contribution in favor of Buyer as security for the indemnity obligations of Sellers hereunder.

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16.           Further Assurances.

16.1       Additional Acts.     After the Closing, Sellers and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document, certificate or other instrument delivered pursuant hereto. Sellers shall use commercially reasonable efforts to obtain all approvals and consents required by or necessary for the transactions contemplated by this Agreement that are customarily obtained after Closing. As soon as practicable after the Closing, Buyer will remove or cause to be removed the names and marks used by Sellers and logos relating thereto from the Properties.

16.2       Operations under Permits.     With respect to Permits (including Environmental Permits) which cannot be, or are customarily not, issued, transferred or assigned until after the Closing, and until such issuances, transfers or assignments are effected, Sellers shall (a) allow Buyer to operate under such Permits to the extent permitted by law, (b) make all filings and provide all notifications and reports required under such Permits, and otherwise comply with the terms and conditions of such Permits, (c) provide copies of all such filings, notifications and reports, and of all correspondence with or from, and notices from, the relevant governmental authority, and (d) take all actions that are necessary to renew, replace, extend, or otherwise continue in effect such Permits.

17.         Access to Records by Sellers.     After the Closing Date, each Seller and its respective authorized representatives shall have reasonable access (including copying privileges at such Seller’s sole cost and expense) during Buyer’s normal business hours to all books and records of Buyer pertaining to the Properties for periods prior to the Effective Time for the purpose of prosecuting or defending claims, lawsuits or other proceedings, for audit purposes, or to comply with legal process, rules, regulations or orders of any governmental authority.

18.         Notices.     All notices required or permitted under this Agreement shall be in writing and, (a) if by air courier shall be deemed to have been given one Business Day after the date deposited with a recognized carrier of overnight mail, with all freight or other charges prepaid, (b) if by telecopier, shall be deemed to have been given when actually received, and (c) if mailed, shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid, addressed as follows:

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“Business Day” shall mean a day other than Saturday or Sunday or any legal holiday for commercial banking institutions under the laws of the State of Texas.

19.         Assignment.     Except as otherwise specifically provided in Section 28, neither Sellers nor Buyer may assign their respective rights or delegate their respective duties or obligations arising under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party; however, Buyer may assign all or part of its rights or delegate its duties and obligations hereunder to any affiliate of Buyer without obtaining the consent of Sellers. Any such assignment shall not relieve Buyer of its obligations under this Agreement. Buyer shall promptly notify Sellers of any such assignment.

20.         Governing Law.     This Agreement shall be governed and construed in accordance with the laws of the State of Texas without giving effect to any principles of conflicts of laws. The validity of the various conveyances affecting the title to real property shall be governed by and construed in accordance with the laws of the jurisdiction in which such property is situated. The representations and warranties contained in such conveyances and the remedies available because of a breach of such representations and warranties shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to the principles of conflicts of laws.

21.         Expenses and Fees.     Whether or not the transactions contemplated by this Agreement are consummated, each of the parties hereto shall pay the fees and expense of its counsel, accountants and other experts incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby. Buyer shall be responsible for the cost of all fees for the recording of transfer documents described in Section 9.2. Buyer shall be

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responsible for any sales or other excise taxes resulting from the transfer of the Properties to Buyer. All other costs shall be borne by the party incurring such costs.

22.         Integration.     This Agreement, the Exhibits hereto and the other agreements to be entered into by the parties under the provisions of this Agreement set forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersede all prior agreements, prior arrangements and prior understandings relating to the subject matter hereof.

23.         Waiver or Modification.     This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by a duly authorized officer of Buyer and Sellers, or, in the case of a waiver or consent, by or on behalf of the party or parties waiving compliance or giving such consent. The failure of any party at any time or times to require performance of any provision of this Agreement shall not affect its right at a later time to enforce such provision. No waiver by any party of any condition, or of any breach of any covenant, agreement, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of any breach of any other covenant, agreement, representation or warranty.

24.         Headings; Annexes, Exhibits, and Schedules.     The Section headings contained in this Agreement are for convenient reference only and shall not in any way affect the meaning or interpretation of this Agreement. The Annexes, Exhibits, and Schedules attached hereto are hereby incorporated herein and made a part of this Agreement.

25.         Invalid Provisions.     If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.

26.         Multiple Counterparts.     This Agreement may be executed in a number of identical counterparts, each of which for all purposes is to be deemed an original, and all of which constitute, collectively, one agreement. In addition, this Agreement may be executed in a number of counterparts, any one of which may contain the execution of either Buyer or any Seller, and all of such counterparts taken together shall constitute one completely executed original agreement.

27.         Third Parties.     Nothing in this Agreement shall entitle any person other than the parties hereto and their respective successors and permitted assigns to any claim, cause of action, benefit, remedy or right of any kind, except for the rights of Buyer Indemnified Parties and Seller Indemnified Parties.

28.         Like Kind Exchanges.     Each of the Sellers, on the one hand, and Buyer, on the other hand, consents to any Seller’s, in the case of the Buyer, or the Buyer, in the case of the Sellers,

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assignment of its rights and obligations under this Agreement to its Qualified Intermediary (as that term is defined in section 1.031(k)-1(g)(4)(v) of the Treasury Regulations (as defined below)), or its Qualified Exchange Accommodations Titleholder (as that term is defined in Rev. Proc. 2000-37), in connection with effectuation of a like-kind exchange. In addition, Buyer hereby consents to and agrees that: (a) SDG may, prior to Closing, assign a portion of its rights and delegate a portion of its duties and obligations arising under this Agreement to LHT Partners, Ltd., a Texas limited partnership (“LHT”), provided LHT enters into an assignment and assumption agreement reasonably acceptable to Buyer providing that, among other things, LHT agrees to be bound by and comply with the terms and conditions of this Agreement as a “Seller” hereunder as though LHT had been an original signing party hereto; (b) contemporaneously with such assignment and delegation, SDG may assign, convey, and transfer a portion of the Properties owned by SDG equivalent to the portion of rights, duties, and obligations referenced in clause (a) of this Section 28.1; and (c) from and after such events, LHT shall be deemed to be a “Seller” for all purposes under this Agreement, and this Agreement shall be deemed to be modified as necessary to reflect that LHT is a party to this Agreement having such status. Sellers and Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary or to a Qualified Exchange Accommodation Titleholder does not release either party from any of their respective liabilities and obligations to each other under this Agreement. Each party agrees to cooperate with the other to attempt to structure the transaction as a like-kind exchange. The term “Treasury Regulations” means all proposed, temporary, and final regulations promulgated under the Code, as in effect from time to time. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any corresponding provisions of any succeeding law.

29.           Dispute Resolution.

(a)           Except as provided in clause (d) below, any controversy or claim arising out of or relating to this Agreement is to be resolved by arbitration. The arbitration is to be administered by the American Arbitration Association and is to be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration is to be held before a panel of three arbitrators, each of whom must be independent of the parties. No later than 15 days after the arbitration begins, each party shall select an arbitrator and request the two selected arbitrators to select a third neutral arbitrator. If the two arbitrators fail to select a third on or before the 10th day after the second arbitrator was selected, either party is entitled to request the American Arbitration Association to appoint the third neutral arbitrator in accordance with its rules. Before beginning the hearings, each arbitrator must provide an oath or undertaking of impartiality.

(b)           The arbitrators will have no authority to award punitive damages or other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Agreement.

(c)           The arbitration is to be conducted in Houston, Texas. Each party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to arbitration is final and may be entered and enforced in any court of competent jurisdiction.

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(d)           The dispute resolution provisions in: (i) Section 14.2, with respect to the Final Settlement Statement; (ii) Annex I, with respect to Title Defects; and (iii) in Annex II, with respect to Environmental Defects, shall take precedence over the dispute resolutions in this Section 29, and shall govern and control resolution of disputes arising with respect to such matters.

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

IN WITNESS WHEREOF, the parties, by their duly authorized officers, have executed this Agreement as of the date set forth above.

1

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

2

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

3

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

4

EXECUTED this the    th day of April, 2006, but effective for all purposes as                  , 2006.

This instrument was acknowledged before me on April           , 2006. by                        , the                              of SDG Resources I, LLC, general partner of SDG Resources, L.P., a Texas limited partnership, on behalf of said limited liability company acting on behalf of said partnership.

ii

TABLE OF CONTENTS

(continued)

iii

EXHIBIT “A”

TO CONVEYANCE AND ▇▇▇▇ OF SALE

REAL PROPERTY

TOWN LOTS

Lots 5, 6, 7 and the North 5 feet of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Kermit, an addition to the City of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ County, Texas.

iii

EXHIBIT 1.1.1 — PART A

▇▇▇▇▇▇ JAL

(LEA COUNTY, NEW MEXICO)

TEXACO EXPLORATION AND PRODUCTION, INC.

AND ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ACQUISITIONS

Oil and Gas Leases

All right, title and interest in the following Oil and Gas Leases:

1

2

3

4

5

6

7

8

▇▇▇▇▇▇ JAL UNIT

LEA COUNTY, NEW MEXICO

All right, title and interest in the ▇▇▇▇▇▇ Jal Unit (as described below), including but not limited to any operating rights, working interest, contractual rights and royalty interests:

Description of ▇▇▇▇▇▇ Jal Unit Area:

Township ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

MINERAL FEE LANDS

(LEA COUNTY, NEW MEXICO)

9

10

B. JETTA-X2, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ACQUISITIONS

All lands listed below are located in Lea County, New Mexico