DUTCHER & COMPANY, INC.


October 29, 1998



VIA FEDERAL EXPRESS

Roger Parker, President
Amber Resources Company
3310 Anaconda Tower
555 Seventeenth Street
Denver, Colorado 80202

Dear Roger,

         As we discussed, Anadarko Minerals, Inc. ("Buyer") hereby offers to
purchase from Amber Resources Company and Delta Petroleum Corporation,
("Sellers"), all of Sellers' right, title and interest in the Anadarko
Basin Properties set forth in Exhibit A, (the "Properties"), for a price
of $1,384,000, subject to the following terms and conditions:

1.       Buyer must verify to its satisfaction Sellers' title to the
         Properties.  Sellers will make available to Buyer all title
         opinions, abstracts, title documents, and other related data
         in their files concerning title to the Properties.  As used
         herein, the term "Properties" includes all rights and
         interests in the properties set forth in Exhibit A, together
         with all associated leasehold, all equipment, inventory and
         other property located thereon, and all contracts, easements,
         right and interests owned by Seller and related thereto.

2.       The purchase price will be adjusted up or down at the rate of
         85 cents per mcf to the extent that the well's gas balancing,
         position, as of the effective date, is determined to be less
         than or more than the amount set forth on Exhibit A. This price
         adjustment will be made at a post closing, settlement to be
         made on March 15, 1999.

3.       Buyer will be entitled to all revenues attributable to
         production from the Properties on or after October 1, 1998
         (the "Effective Date").  Sellers will be responsible for all
         lease operating, drilling, royalty and other expenses
         attributable to the Properties and incurred prior to the
         Effective Date, and Buyer will be responsible for all such
         expenses incurred after that date.

4.       The parties will use their best efforts to close this transaction
         oil or before November 13, 1998.

5.       Buyer and Sellers will not enter into a formal Purchase and
         Sale Agreement, but the form of assignment must be acceptable
         to all parties.

6.       This offer is open for acceptance by Sellers until 5:00 p.m., CST,
         November 4, 1998.


         If the foregoing meets with your approval, please sign and return
one copy of this Letter Agreement.  Thank you for considering this
offer.



Sincerely,

ANADARKO MINERALS, INC.


c/William E. Dutcher
William E. Dutcher
President



Agreed to and accepted this 3rd day of November, 1998


Amber Resources Company

s/Roger A. Parker
Name: Roger A. Parker
Title: President



Delta Petroleum Corporation

s/Roger A. Parker
Name: Roger A. Parker
Title: President